Saint Paul, MN, United States
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News Article | February 15, 2017
Site: www.prweb.com

Energy Management Collaborative (EMC) announced today that for the third consecutive year it is using its LED lighting design expertise to illuminate the 2017 St. Paul Winter Carnival Ice Palace in Rice Park. EMC will also provide lighting throughout Rice Park, including the music stage, the ice sculpture area and the entrances to the plaza. The ice palace is one of the highlights of the Winter Carnival each year in downtown St. Paul. The theme for the 2017 palace is, “Towers of Boreas,” honoring the carnival’s mythical King Boreas. EMC has 164 color-changing LED fixtures on the nine towers spread throughout Rice Park, and combined with accompanying music creates a beautiful spectacle. EMC will also provide five conventional theatrical lights for the music stage. “The ice palace is a wonderful opportunity to showcase EMC’s creativity and to demonstrate how LED lighting design can bring unique environments to life,” said EMC President & CEO Jerry Johnson. “The St. Paul Winter Carnival is one of the highlights of the season in the Twin Cities and EMC is proud to be a part of it.” Approximately 1,200 blocks of ice were harvested from Lake Phalen on Saturday, January 21, and were transformed into nine distinct towers scattered throughout Rice Park. EMC Project Manager Tim Duffy and Lighting Designer Keith DeFreese and their crew went to work setting up the lighting for the palace on Tuesday, January 24. A 130-year tradition, the St. Paul Winter Carnival is a celebration of winter over 11 days that includes many events and activities, including live music, a treasure hunt, ice carving contests, a winter triathlon and several parades. “Rice Park is great to see throughout the Winter Carnival, but I highly recommend coming at night, when you can get a full appreciation of the colored lights,” said DeFreese. “The nighttime lighting makes for a magical atmosphere and it really lets you see the intricacies of the ice sculptures.” The carnival attracts over 250,000 visitors a year and has a nearly $5 million economic impact on the city of St. Paul. Planning is already underway for a massive ice palace for next year's celebration, which coincides with Super Bowl LII at U.S. Bank Stadium in Minneapolis. About EMC Energy Management Collaborative (EMC) provides leading-edge lighting conversion systems and service solutions in a broad range of retail, commercial, industrial and government facilities in North and South America. Since 2003, the company has used its turnkey project management approach, EnergyMAXX, to successfully implement lighting upgrade projects in all 50 states and Puerto Rico, saving clients across industries over 2.7 billion kilowatt-hours of energy.


News Article | February 28, 2017
Site: globenewswire.com

EL PASO, Texas, Feb. 28, 2017 (GLOBE NEWSWIRE) -- Western Refining, Inc. (NYSE:WNR) today reported results for the fourth quarter ended December 31, 2016. The Company reported a fourth quarter 2016 net loss attributable to Western of $9.6 million, or $(0.09) per diluted share, as compared to net income of $13.5 million, or $0.14 per diluted share for the fourth quarter of 2015. Net loss attributable to Western, excluding special items, was $7.8 million, or $(0.07) per diluted share. This compares to fourth quarter 2015 net income, excluding special items, of $52.2 million, or $0.56 per diluted share. A reconciliation of reported earnings and description of special items can be found in the accompanying financial tables. For full year 2016, net income attributable to Western was $124.9 million, or $1.24 per diluted share compared to full year 2015 net income attributable to Western of $406.8 million, or $4.28 per diluted share. Jeff Stevens, Western's Chief Executive Officer, said, "Western had a successful 2016 despite a volatile crude oil price environment and challenging fourth quarter.  There was pressure on refining margins throughout 2016 which were considerably below the highs we saw in 2015 and crude oil price differentials also remained narrow.  However, we had good, reliable operations at our refineries and completed a major turnaround at our St. Paul Park refinery resulting in additional crude oil flexibility and increased capacity. Additionally, our Retail operations achieved record levels in total fuel volumes and merchandise sales in 2016." Stevens continued, "Western invested $141 million in discretionary capital during the year to enhance our crude oil flexibility, throughput, and improve product yields at our St. Paul Park refinery and to enhance our logistics capabilities in the Permian, San Juan and Williston Basins. In the Permian and San Juan Basins, we continued to expand our fully integrated crude oil pipeline logistics system and are able to move crude oil south to either our El Paso refinery or eastward to Midland and the Gulf Coast.  Additionally, we continued to balance capital investment with returning cash to shareholders.  In 2016, we returned approximately $228 million in cash to shareholders through dividends and share repurchases." Stevens concluded, "As we begin 2017, we are looking forward to the completion of the pending Tesoro transaction.  Meanwhile, we remain focused on safe and reliable operations while emphasizing operational efficiencies and managing our costs. We will also continue to maximize the benefits of our investment in Western Refining Logistics.  Overall, we have expanded and enhanced our asset base which provides maximum flexibility in these volatile business conditions." A conference call is scheduled for Tuesday, February 28, 2017, at 10:00 am ET to discuss Western's financial results for the fourth quarter and full year ended December 31, 2016.  A slide presentation will be available for reference during the conference call. The call, press release, and slide presentation can be accessed on the Investor Relations section on Western's website, www.wnr.com. The call can also be heard by dialing (866) 566-8590 or (702) 224-9819, passcode: 48866421. The audio replay will be available two hours after the end of the call through March 7, 2017, by dialing (800) 585-8367 or (404) 537-3406, passcode: 48866421. In a number of places in the press release and related tables, we have excluded certain income and expense items from GAAP measures. The excluded items are generally non-cash in nature such as unrealized net gains and losses from commodity hedging activities and lower of cost or market inventory adjustments; however, other items that have a cash impact, such as gains or losses on disposal of assets are also excluded. We believe it is useful for investors and financial analysts to understand our financial performance excluding such items so that they can see the operating trends underlying our business. Readers of this press release should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. About Western Refining Western Refining, Inc. is an independent refining and marketing company headquartered in El Paso, Texas. The Company operates refineries in El Paso, Gallup, New Mexico and St. Paul Park, Minnesota. The Company’s retail operations includes retail service stations and convenience stores in Arizona, Colorado, Minnesota, New Mexico, Texas, and Wisconsin, operating primarily through the Giant, Howdy’s, and SuperAmerica brands. Western Refining, Inc. also owns the general partner and approximately 53% of the limited partnership interest of Western Refining Logistics, LP (NYSE:WNRL). More information about Western Refining is available at www.wnr.com. Cautionary Statement on Forward-Looking Statements This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed merger, integration and transition plans, synergies, opportunities, anticipated future performance, expected share buyback program and expected dividends. In addition, the forward-looking statements contained herein include statements about: Western’s ability to continue safe and reliable operations at its refineries; Western's ability to achieve crude oil flexibility and improve product yields at the St. Paul Park refinery; Western's ability to enhance its logistics capabilities in the Permian, San Juan and Williston Basins; continued expansion of Western's crude oil pipeline logistics system and ability to ship crude oil to El Paso, Midland, and the Gulf Coast; the completion of the pending Tesoro transaction; Western's ability to remain focused on safe and reliable operations, to realize operational efficiencies, to manage its costs, and to realize benefits of its investment in WNRL; and Western's ability to achieve maximum flexibility in volatile business conditions.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Tesoro Corporation (“Tesoro”) may not approve the issuance of new shares of common stock in the merger or that stockholders of Western Refining, Inc. (“Western”) may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Tesoro’s common stock or Western’s common stock, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Tesoro and Western to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, the risk that the combined company may not buy back shares, the risk of the amount of any future dividend Tesoro may pay, and other factors. All such factors are difficult to predict and are beyond our control, including those detailed in Tesoro’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and registration statement on Form S-4 filed with the SEC on December 14, 2016, as amended (the “Form S-4”) that are available on Tesoro’s website at http://www.tsocorp.com and on the SEC website at http://www.sec.gov, and those detailed in Western’s annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form  8-K that are available on Western’s website at http://www.wnr.com and on the SEC website at http://www.sec.gov. Tesoro’s and Western’s forward-looking statements are based on assumptions that Tesoro and Western believe to be reasonable but that may not prove to be accurate. Tesoro and Western undertake no obligation to publicly release the result 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, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. This communication relates to a proposed business combination between Western and Tesoro. This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where to Find It: This communication may be deemed to be solicitation material in respect of the proposed transaction between Tesoro and Western. In connection with the proposed transaction, Tesoro has filed with the SEC, and the SEC has declared effective, a registration statement on Form S-4 (Reg. No. 333-215080), containing a joint proxy statement/prospectus of Tesoro and Western, which proxy statement/prospectus was first mailed to Tesoro and Western stockholders on February 17, 2017. This communication is not a substitute for the registration statement, proxy statement/prospectus or any other documents that Tesoro or Western may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF TESORO AND WESTERN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by Tesoro will be made available free of charge on Tesoro’s website at http://www.tsocorp.com or by contacting Tesoro’s Investor Relations Department by phone at 210-626-6000. Copies of documents filed with the SEC by Western will be made available free of charge on Western’s website at http://www.wnr.com or by contacting Western’s Investor Relations Department by phone at 602-286-1530 or 602-286-1533. Tesoro and its directors and executive officers, and Western and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Tesoro common stock and Western common stock in respect of the proposed transaction. Information about the directors and executive officers of Tesoro is set forth in the proxy statement for Tesoro’s 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2016, and in the other documents filed after the date thereof by Tesoro with the SEC. Information about the directors and executive officers of Western is set forth in the proxy statement for Western’s 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 22, 2016, and in the other documents filed after the date thereof by Western with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. We report our operating results in three business segments: refining, WNRL and retail. The following tables set forth our unaudited summary historical financial and operating data for the periods indicated below: (1) Excludes $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany sales; $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany cost of products sold for the three and twelve months ended December 31, 2016 and 2015, respectively. (2) Net income (loss) attributable to non-controlling interests for the twelve months ended December 31, 2016 and 2015, consisted of income from NTI of $35.3 million and $186.5 million, respectively, and $(11.0) million for the three months ended December 31, 2015 with no comparable activity during the three months ended December 31, 2016. Net income attributable to non-controlling interest for the three and twelve months ended December 31, 2016 and 2015, consisted of income from WNRL of $9.8 million, $26.7 million, $5.0 million and $21.2 million, respectively. (3) Our computation of diluted earnings per share includes the dilutive effect of any unvested restricted shares units and phantom stock. If determined to be dilutive to period earnings, these securities are included in the denominator of our diluted earnings per share calculation. For purposes of the diluted earnings per share calculation, we assumed issuance of 0.5 million and 0.4 million restricted share units and phantom stock for the three and twelve months ended December 31, 2016, respectively. We assumed issuance of 0.1 million restricted share units for both the three and twelve months ended December 31, 2015. (4) Adjusted EBITDA represents earnings before interest and debt expense, provision for income taxes, depreciation, amortization, maintenance turnaround expense and certain other non-cash income and expense items. However, Adjusted EBITDA is not a recognized measurement under U.S. generally accepted accounting principles ("GAAP"). Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our management believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of financings, income taxes, the accounting effects of significant turnaround activities (that many of our competitors capitalize and thereby exclude from their measures of EBITDA) and certain non-cash charges that are items that may vary for different companies for reasons unrelated to overall operating performance. Adjusted 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: Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. The following table reconciles net income attributable to Western Refining, Inc. to Adjusted EBITDA for the periods presented: (1) Our presentation of Adjusted EBITDA for Western excludes the results of WNRL for all periods presented. The following tables set forth our consolidating historical financial data for the periods presented below. (1) Refining net sales for the three and twelve months ended December 31, 2016 and 2015, includes $206.1 million, $547.4 million, $230.0 million and $1,078.2 million, respectively, in crude oil sales to third parties representing a period average of 46,990 bpd, 34,177 bpd, 59,344 bpd and 61,516 bpd, respectively. (2) Sales volume includes sales of refined products sourced primarily from our refinery production as well as refined products purchased from third parties. We purchase additional refined products from third parties to supplement supply to our customers.  These products are similar to the products that we currently manufacture and represent 5.4%, 5.7%, 5.5% and 6.5% of our total consolidated sales volumes for the three and twelve months ended December 31, 2016 and 2015, respectively. The majority of the purchased refined products are distributed through our refined product sales activities in the Mid-Atlantic region where we satisfied our refined product customer sales requirements via a third-party supply agreement through December 31, 2016. (3) Total refinery throughput includes crude oil, other feedstocks and blendstocks. (4) Refinery gross margin is a per barrel measurement calculated by dividing the difference between net sales and cost of products sold by our refineries’ total throughput volumes for the respective periods presented. Net realized and net non-cash unrealized economic hedging gains and losses included in the combined refining segment gross margin are not allocated to the individual refineries. Cost of products sold does not include any depreciation or amortization. Refinery gross margin is a non-GAAP performance measure that we believe is important to investors in evaluating our refinery performance as a general indication of the amount above our cost of products that we are able to sell refined products. Each of the components used in this calculation (net sales and cost of products sold) can be reconciled directly to our statement of operations. Our calculation of refinery gross margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. Our calculation of refinery gross margin excludes the sales and costs related to our Mid-Atlantic business that we report within the refining segment. The following table reconciles the sales and cost of sales used to calculate refinery gross margin with the total sales and cost of sales reported in the refining statement of operations data above: The following table reconciles combined gross profit for our refineries to combined gross margin for our refineries for the periods presented: (5) Cost of products sold for the combined refining segment includes changes in the lower of cost or market inventory reserve shown in the table below. The reserve changes are also included in the combined refinery gross margin but are not included in those measures for the individual refineries. The following table calculates the refinery gross margin per refinery throughput barrel excluding changes in the lower of cost or market inventory reserve that we believe is useful in evaluating our refinery performance exclusive of the impact of fluctuations in inventory values: (6) Refinery direct operating expenses per throughput barrel is calculated by dividing direct operating expenses by total throughput volumes for the respective periods presented. Direct operating expenses do not include any depreciation or amortization. (7) Cost of products sold for the combined refining segment includes the net realized and net non-cash unrealized hedging activity shown in the table below. The hedging gains and losses are also included in the combined gross profit and refinery gross margin but are not included in those measures for the individual refineries. The WNRL financial and operational data presented includes the historical results of all assets acquired from Western in the St. Paul Park Logistics Transaction and the TexNew Mex Pipeline Transaction. These acquisitions from Western were transfers of assets between entities under common control. We have retrospectively adjusted historical financial and operational data of WNRL, for all periods presented, to reflect the purchase and consolidation of the purchased assets into WNRL. (1) Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one mainline. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline. (2) Fuel margin per gallon is a function of the difference between fuel sales and cost of fuel sales divided by the number of total gallons sold less gallons sold to our retail segment. 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 lubricant sales. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales. (1) Retail fuel margin per gallon is a measurement calculated by dividing the difference between retail fuel sales and cost of retail fuel sales for our retail segment by the number of gallons sold. Retail fuel margin per gallon is a measure frequently used in the convenience store industry to measure operating results related to retail fuel sales. (2) Merchandise margin is a measurement calculated by dividing the difference between merchandise sales and merchandise cost of products sold by merchandise sales. Merchandise margin is a measure frequently used in the convenience store industry to measure operating results related to merchandise sales. We present certain additional financial measures below that are non-GAAP measures within the meaning of Regulation G under the Securities Exchange Act of 1934. We present these non-GAAP measures to provide investors with additional information to analyze our performance from period to period. We believe it is useful for investors to understand our financial performance excluding these special items so that investors can see the operating trends underlying our business. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. These non-GAAP measures reflect subjective determinations by management and may differ from similarly titled non-GAAP measures presented by other companies. (1) We recompute income taxes after deducting special items and earnings attributable to non-controlling interests.


News Article | February 28, 2017
Site: globenewswire.com

EL PASO, Texas, Feb. 28, 2017 (GLOBE NEWSWIRE) -- Western Refining, Inc. (NYSE:WNR) today reported results for the fourth quarter ended December 31, 2016. The Company reported a fourth quarter 2016 net loss attributable to Western of $9.6 million, or $(0.09) per diluted share, as compared to net income of $13.5 million, or $0.14 per diluted share for the fourth quarter of 2015. Net loss attributable to Western, excluding special items, was $7.8 million, or $(0.07) per diluted share. This compares to fourth quarter 2015 net income, excluding special items, of $52.2 million, or $0.56 per diluted share. A reconciliation of reported earnings and description of special items can be found in the accompanying financial tables. For full year 2016, net income attributable to Western was $124.9 million, or $1.24 per diluted share compared to full year 2015 net income attributable to Western of $406.8 million, or $4.28 per diluted share. Jeff Stevens, Western's Chief Executive Officer, said, "Western had a successful 2016 despite a volatile crude oil price environment and challenging fourth quarter.  There was pressure on refining margins throughout 2016 which were considerably below the highs we saw in 2015 and crude oil price differentials also remained narrow.  However, we had good, reliable operations at our refineries and completed a major turnaround at our St. Paul Park refinery resulting in additional crude oil flexibility and increased capacity. Additionally, our Retail operations achieved record levels in total fuel volumes and merchandise sales in 2016." Stevens continued, "Western invested $141 million in discretionary capital during the year to enhance our crude oil flexibility, throughput, and improve product yields at our St. Paul Park refinery and to enhance our logistics capabilities in the Permian, San Juan and Williston Basins. In the Permian and San Juan Basins, we continued to expand our fully integrated crude oil pipeline logistics system and are able to move crude oil south to either our El Paso refinery or eastward to Midland and the Gulf Coast.  Additionally, we continued to balance capital investment with returning cash to shareholders.  In 2016, we returned approximately $228 million in cash to shareholders through dividends and share repurchases." Stevens concluded, "As we begin 2017, we are looking forward to the completion of the pending Tesoro transaction.  Meanwhile, we remain focused on safe and reliable operations while emphasizing operational efficiencies and managing our costs. We will also continue to maximize the benefits of our investment in Western Refining Logistics.  Overall, we have expanded and enhanced our asset base which provides maximum flexibility in these volatile business conditions." A conference call is scheduled for Tuesday, February 28, 2017, at 10:00 am ET to discuss Western's financial results for the fourth quarter and full year ended December 31, 2016.  A slide presentation will be available for reference during the conference call. The call, press release, and slide presentation can be accessed on the Investor Relations section on Western's website, www.wnr.com. The call can also be heard by dialing (866) 566-8590 or (702) 224-9819, passcode: 48866421. The audio replay will be available two hours after the end of the call through March 7, 2017, by dialing (800) 585-8367 or (404) 537-3406, passcode: 48866421. In a number of places in the press release and related tables, we have excluded certain income and expense items from GAAP measures. The excluded items are generally non-cash in nature such as unrealized net gains and losses from commodity hedging activities and lower of cost or market inventory adjustments; however, other items that have a cash impact, such as gains or losses on disposal of assets are also excluded. We believe it is useful for investors and financial analysts to understand our financial performance excluding such items so that they can see the operating trends underlying our business. Readers of this press release should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. About Western Refining Western Refining, Inc. is an independent refining and marketing company headquartered in El Paso, Texas. The Company operates refineries in El Paso, Gallup, New Mexico and St. Paul Park, Minnesota. The Company’s retail operations includes retail service stations and convenience stores in Arizona, Colorado, Minnesota, New Mexico, Texas, and Wisconsin, operating primarily through the Giant, Howdy’s, and SuperAmerica brands. Western Refining, Inc. also owns the general partner and approximately 53% of the limited partnership interest of Western Refining Logistics, LP (NYSE:WNRL). More information about Western Refining is available at www.wnr.com. Cautionary Statement on Forward-Looking Statements This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed merger, integration and transition plans, synergies, opportunities, anticipated future performance, expected share buyback program and expected dividends. In addition, the forward-looking statements contained herein include statements about: Western’s ability to continue safe and reliable operations at its refineries; Western's ability to achieve crude oil flexibility and improve product yields at the St. Paul Park refinery; Western's ability to enhance its logistics capabilities in the Permian, San Juan and Williston Basins; continued expansion of Western's crude oil pipeline logistics system and ability to ship crude oil to El Paso, Midland, and the Gulf Coast; the completion of the pending Tesoro transaction; Western's ability to remain focused on safe and reliable operations, to realize operational efficiencies, to manage its costs, and to realize benefits of its investment in WNRL; and Western's ability to achieve maximum flexibility in volatile business conditions.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Tesoro Corporation (“Tesoro”) may not approve the issuance of new shares of common stock in the merger or that stockholders of Western Refining, Inc. (“Western”) may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Tesoro’s common stock or Western’s common stock, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Tesoro and Western to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, the risk that the combined company may not buy back shares, the risk of the amount of any future dividend Tesoro may pay, and other factors. All such factors are difficult to predict and are beyond our control, including those detailed in Tesoro’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and registration statement on Form S-4 filed with the SEC on December 14, 2016, as amended (the “Form S-4”) that are available on Tesoro’s website at http://www.tsocorp.com and on the SEC website at http://www.sec.gov, and those detailed in Western’s annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form  8-K that are available on Western’s website at http://www.wnr.com and on the SEC website at http://www.sec.gov. Tesoro’s and Western’s forward-looking statements are based on assumptions that Tesoro and Western believe to be reasonable but that may not prove to be accurate. Tesoro and Western undertake no obligation to publicly release the result 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, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. This communication relates to a proposed business combination between Western and Tesoro. This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where to Find It: This communication may be deemed to be solicitation material in respect of the proposed transaction between Tesoro and Western. In connection with the proposed transaction, Tesoro has filed with the SEC, and the SEC has declared effective, a registration statement on Form S-4 (Reg. No. 333-215080), containing a joint proxy statement/prospectus of Tesoro and Western, which proxy statement/prospectus was first mailed to Tesoro and Western stockholders on February 17, 2017. This communication is not a substitute for the registration statement, proxy statement/prospectus or any other documents that Tesoro or Western may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF TESORO AND WESTERN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by Tesoro will be made available free of charge on Tesoro’s website at http://www.tsocorp.com or by contacting Tesoro’s Investor Relations Department by phone at 210-626-6000. Copies of documents filed with the SEC by Western will be made available free of charge on Western’s website at http://www.wnr.com or by contacting Western’s Investor Relations Department by phone at 602-286-1530 or 602-286-1533. Tesoro and its directors and executive officers, and Western and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Tesoro common stock and Western common stock in respect of the proposed transaction. Information about the directors and executive officers of Tesoro is set forth in the proxy statement for Tesoro’s 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2016, and in the other documents filed after the date thereof by Tesoro with the SEC. Information about the directors and executive officers of Western is set forth in the proxy statement for Western’s 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 22, 2016, and in the other documents filed after the date thereof by Western with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. We report our operating results in three business segments: refining, WNRL and retail. The following tables set forth our unaudited summary historical financial and operating data for the periods indicated below: (1) Excludes $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany sales; $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany cost of products sold for the three and twelve months ended December 31, 2016 and 2015, respectively. (2) Net income (loss) attributable to non-controlling interests for the twelve months ended December 31, 2016 and 2015, consisted of income from NTI of $35.3 million and $186.5 million, respectively, and $(11.0) million for the three months ended December 31, 2015 with no comparable activity during the three months ended December 31, 2016. Net income attributable to non-controlling interest for the three and twelve months ended December 31, 2016 and 2015, consisted of income from WNRL of $9.8 million, $26.7 million, $5.0 million and $21.2 million, respectively. (3) Our computation of diluted earnings per share includes the dilutive effect of any unvested restricted shares units and phantom stock. If determined to be dilutive to period earnings, these securities are included in the denominator of our diluted earnings per share calculation. For purposes of the diluted earnings per share calculation, we assumed issuance of 0.5 million and 0.4 million restricted share units and phantom stock for the three and twelve months ended December 31, 2016, respectively. We assumed issuance of 0.1 million restricted share units for both the three and twelve months ended December 31, 2015. (4) Adjusted EBITDA represents earnings before interest and debt expense, provision for income taxes, depreciation, amortization, maintenance turnaround expense and certain other non-cash income and expense items. However, Adjusted EBITDA is not a recognized measurement under U.S. generally accepted accounting principles ("GAAP"). Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our management believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of financings, income taxes, the accounting effects of significant turnaround activities (that many of our competitors capitalize and thereby exclude from their measures of EBITDA) and certain non-cash charges that are items that may vary for different companies for reasons unrelated to overall operating performance. Adjusted 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: Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. The following table reconciles net income attributable to Western Refining, Inc. to Adjusted EBITDA for the periods presented: (1) Our presentation of Adjusted EBITDA for Western excludes the results of WNRL for all periods presented. The following tables set forth our consolidating historical financial data for the periods presented below. (1) Refining net sales for the three and twelve months ended December 31, 2016 and 2015, includes $206.1 million, $547.4 million, $230.0 million and $1,078.2 million, respectively, in crude oil sales to third parties representing a period average of 46,990 bpd, 34,177 bpd, 59,344 bpd and 61,516 bpd, respectively. (2) Sales volume includes sales of refined products sourced primarily from our refinery production as well as refined products purchased from third parties. We purchase additional refined products from third parties to supplement supply to our customers.  These products are similar to the products that we currently manufacture and represent 5.4%, 5.7%, 5.5% and 6.5% of our total consolidated sales volumes for the three and twelve months ended December 31, 2016 and 2015, respectively. The majority of the purchased refined products are distributed through our refined product sales activities in the Mid-Atlantic region where we satisfied our refined product customer sales requirements via a third-party supply agreement through December 31, 2016. (3) Total refinery throughput includes crude oil, other feedstocks and blendstocks. (4) Refinery gross margin is a per barrel measurement calculated by dividing the difference between net sales and cost of products sold by our refineries’ total throughput volumes for the respective periods presented. Net realized and net non-cash unrealized economic hedging gains and losses included in the combined refining segment gross margin are not allocated to the individual refineries. Cost of products sold does not include any depreciation or amortization. Refinery gross margin is a non-GAAP performance measure that we believe is important to investors in evaluating our refinery performance as a general indication of the amount above our cost of products that we are able to sell refined products. Each of the components used in this calculation (net sales and cost of products sold) can be reconciled directly to our statement of operations. Our calculation of refinery gross margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. Our calculation of refinery gross margin excludes the sales and costs related to our Mid-Atlantic business that we report within the refining segment. The following table reconciles the sales and cost of sales used to calculate refinery gross margin with the total sales and cost of sales reported in the refining statement of operations data above: The following table reconciles combined gross profit for our refineries to combined gross margin for our refineries for the periods presented: (5) Cost of products sold for the combined refining segment includes changes in the lower of cost or market inventory reserve shown in the table below. The reserve changes are also included in the combined refinery gross margin but are not included in those measures for the individual refineries. The following table calculates the refinery gross margin per refinery throughput barrel excluding changes in the lower of cost or market inventory reserve that we believe is useful in evaluating our refinery performance exclusive of the impact of fluctuations in inventory values: (6) Refinery direct operating expenses per throughput barrel is calculated by dividing direct operating expenses by total throughput volumes for the respective periods presented. Direct operating expenses do not include any depreciation or amortization. (7) Cost of products sold for the combined refining segment includes the net realized and net non-cash unrealized hedging activity shown in the table below. The hedging gains and losses are also included in the combined gross profit and refinery gross margin but are not included in those measures for the individual refineries. The WNRL financial and operational data presented includes the historical results of all assets acquired from Western in the St. Paul Park Logistics Transaction and the TexNew Mex Pipeline Transaction. These acquisitions from Western were transfers of assets between entities under common control. We have retrospectively adjusted historical financial and operational data of WNRL, for all periods presented, to reflect the purchase and consolidation of the purchased assets into WNRL. (1) Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one mainline. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline. (2) Fuel margin per gallon is a function of the difference between fuel sales and cost of fuel sales divided by the number of total gallons sold less gallons sold to our retail segment. 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 lubricant sales. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales. (1) Retail fuel margin per gallon is a measurement calculated by dividing the difference between retail fuel sales and cost of retail fuel sales for our retail segment by the number of gallons sold. Retail fuel margin per gallon is a measure frequently used in the convenience store industry to measure operating results related to retail fuel sales. (2) Merchandise margin is a measurement calculated by dividing the difference between merchandise sales and merchandise cost of products sold by merchandise sales. Merchandise margin is a measure frequently used in the convenience store industry to measure operating results related to merchandise sales. We present certain additional financial measures below that are non-GAAP measures within the meaning of Regulation G under the Securities Exchange Act of 1934. We present these non-GAAP measures to provide investors with additional information to analyze our performance from period to period. We believe it is useful for investors to understand our financial performance excluding these special items so that investors can see the operating trends underlying our business. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. These non-GAAP measures reflect subjective determinations by management and may differ from similarly titled non-GAAP measures presented by other companies. (1) We recompute income taxes after deducting special items and earnings attributable to non-controlling interests.


News Article | February 28, 2017
Site: globenewswire.com

EL PASO, Texas, Feb. 28, 2017 (GLOBE NEWSWIRE) -- Western Refining, Inc. (NYSE:WNR) today reported results for the fourth quarter ended December 31, 2016. The Company reported a fourth quarter 2016 net loss attributable to Western of $9.6 million, or $(0.09) per diluted share, as compared to net income of $13.5 million, or $0.14 per diluted share for the fourth quarter of 2015. Net loss attributable to Western, excluding special items, was $7.8 million, or $(0.07) per diluted share. This compares to fourth quarter 2015 net income, excluding special items, of $52.2 million, or $0.56 per diluted share. A reconciliation of reported earnings and description of special items can be found in the accompanying financial tables. For full year 2016, net income attributable to Western was $124.9 million, or $1.24 per diluted share compared to full year 2015 net income attributable to Western of $406.8 million, or $4.28 per diluted share. Jeff Stevens, Western's Chief Executive Officer, said, "Western had a successful 2016 despite a volatile crude oil price environment and challenging fourth quarter.  There was pressure on refining margins throughout 2016 which were considerably below the highs we saw in 2015 and crude oil price differentials also remained narrow.  However, we had good, reliable operations at our refineries and completed a major turnaround at our St. Paul Park refinery resulting in additional crude oil flexibility and increased capacity. Additionally, our Retail operations achieved record levels in total fuel volumes and merchandise sales in 2016." Stevens continued, "Western invested $141 million in discretionary capital during the year to enhance our crude oil flexibility, throughput, and improve product yields at our St. Paul Park refinery and to enhance our logistics capabilities in the Permian, San Juan and Williston Basins. In the Permian and San Juan Basins, we continued to expand our fully integrated crude oil pipeline logistics system and are able to move crude oil south to either our El Paso refinery or eastward to Midland and the Gulf Coast.  Additionally, we continued to balance capital investment with returning cash to shareholders.  In 2016, we returned approximately $228 million in cash to shareholders through dividends and share repurchases." Stevens concluded, "As we begin 2017, we are looking forward to the completion of the pending Tesoro transaction.  Meanwhile, we remain focused on safe and reliable operations while emphasizing operational efficiencies and managing our costs. We will also continue to maximize the benefits of our investment in Western Refining Logistics.  Overall, we have expanded and enhanced our asset base which provides maximum flexibility in these volatile business conditions." A conference call is scheduled for Tuesday, February 28, 2017, at 10:00 am ET to discuss Western's financial results for the fourth quarter and full year ended December 31, 2016.  A slide presentation will be available for reference during the conference call. The call, press release, and slide presentation can be accessed on the Investor Relations section on Western's website, www.wnr.com. The call can also be heard by dialing (866) 566-8590 or (702) 224-9819, passcode: 48866421. The audio replay will be available two hours after the end of the call through March 7, 2017, by dialing (800) 585-8367 or (404) 537-3406, passcode: 48866421. In a number of places in the press release and related tables, we have excluded certain income and expense items from GAAP measures. The excluded items are generally non-cash in nature such as unrealized net gains and losses from commodity hedging activities and lower of cost or market inventory adjustments; however, other items that have a cash impact, such as gains or losses on disposal of assets are also excluded. We believe it is useful for investors and financial analysts to understand our financial performance excluding such items so that they can see the operating trends underlying our business. Readers of this press release should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. About Western Refining Western Refining, Inc. is an independent refining and marketing company headquartered in El Paso, Texas. The Company operates refineries in El Paso, Gallup, New Mexico and St. Paul Park, Minnesota. The Company’s retail operations includes retail service stations and convenience stores in Arizona, Colorado, Minnesota, New Mexico, Texas, and Wisconsin, operating primarily through the Giant, Howdy’s, and SuperAmerica brands. Western Refining, Inc. also owns the general partner and approximately 53% of the limited partnership interest of Western Refining Logistics, LP (NYSE:WNRL). More information about Western Refining is available at www.wnr.com. Cautionary Statement on Forward-Looking Statements This communication contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed merger, integration and transition plans, synergies, opportunities, anticipated future performance, expected share buyback program and expected dividends. In addition, the forward-looking statements contained herein include statements about: Western’s ability to continue safe and reliable operations at its refineries; Western's ability to achieve crude oil flexibility and improve product yields at the St. Paul Park refinery; Western's ability to enhance its logistics capabilities in the Permian, San Juan and Williston Basins; continued expansion of Western's crude oil pipeline logistics system and ability to ship crude oil to El Paso, Midland, and the Gulf Coast; the completion of the pending Tesoro transaction; Western's ability to remain focused on safe and reliable operations, to realize operational efficiencies, to manage its costs, and to realize benefits of its investment in WNRL; and Western's ability to achieve maximum flexibility in volatile business conditions.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of Tesoro Corporation (“Tesoro”) may not approve the issuance of new shares of common stock in the merger or that stockholders of Western Refining, Inc. (“Western”) may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Tesoro’s common stock or Western’s common stock, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Tesoro and Western to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, the risk that the combined company may not buy back shares, the risk of the amount of any future dividend Tesoro may pay, and other factors. All such factors are difficult to predict and are beyond our control, including those detailed in Tesoro’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and registration statement on Form S-4 filed with the SEC on December 14, 2016, as amended (the “Form S-4”) that are available on Tesoro’s website at http://www.tsocorp.com and on the SEC website at http://www.sec.gov, and those detailed in Western’s annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form  8-K that are available on Western’s website at http://www.wnr.com and on the SEC website at http://www.sec.gov. Tesoro’s and Western’s forward-looking statements are based on assumptions that Tesoro and Western believe to be reasonable but that may not prove to be accurate. Tesoro and Western undertake no obligation to publicly release the result 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, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. This communication relates to a proposed business combination between Western and Tesoro. This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information and Where to Find It: This communication may be deemed to be solicitation material in respect of the proposed transaction between Tesoro and Western. In connection with the proposed transaction, Tesoro has filed with the SEC, and the SEC has declared effective, a registration statement on Form S-4 (Reg. No. 333-215080), containing a joint proxy statement/prospectus of Tesoro and Western, which proxy statement/prospectus was first mailed to Tesoro and Western stockholders on February 17, 2017. This communication is not a substitute for the registration statement, proxy statement/prospectus or any other documents that Tesoro or Western may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF TESORO AND WESTERN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by Tesoro will be made available free of charge on Tesoro’s website at http://www.tsocorp.com or by contacting Tesoro’s Investor Relations Department by phone at 210-626-6000. Copies of documents filed with the SEC by Western will be made available free of charge on Western’s website at http://www.wnr.com or by contacting Western’s Investor Relations Department by phone at 602-286-1530 or 602-286-1533. Tesoro and its directors and executive officers, and Western and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Tesoro common stock and Western common stock in respect of the proposed transaction. Information about the directors and executive officers of Tesoro is set forth in the proxy statement for Tesoro’s 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2016, and in the other documents filed after the date thereof by Tesoro with the SEC. Information about the directors and executive officers of Western is set forth in the proxy statement for Western’s 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 22, 2016, and in the other documents filed after the date thereof by Western with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. We report our operating results in three business segments: refining, WNRL and retail. The following tables set forth our unaudited summary historical financial and operating data for the periods indicated below: (1) Excludes $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany sales; $948.1 million, $3,558.4 million, $850.6 million and $3,869.8 million of intercompany cost of products sold for the three and twelve months ended December 31, 2016 and 2015, respectively. (2) Net income (loss) attributable to non-controlling interests for the twelve months ended December 31, 2016 and 2015, consisted of income from NTI of $35.3 million and $186.5 million, respectively, and $(11.0) million for the three months ended December 31, 2015 with no comparable activity during the three months ended December 31, 2016. Net income attributable to non-controlling interest for the three and twelve months ended December 31, 2016 and 2015, consisted of income from WNRL of $9.8 million, $26.7 million, $5.0 million and $21.2 million, respectively. (3) Our computation of diluted earnings per share includes the dilutive effect of any unvested restricted shares units and phantom stock. If determined to be dilutive to period earnings, these securities are included in the denominator of our diluted earnings per share calculation. For purposes of the diluted earnings per share calculation, we assumed issuance of 0.5 million and 0.4 million restricted share units and phantom stock for the three and twelve months ended December 31, 2016, respectively. We assumed issuance of 0.1 million restricted share units for both the three and twelve months ended December 31, 2015. (4) Adjusted EBITDA represents earnings before interest and debt expense, provision for income taxes, depreciation, amortization, maintenance turnaround expense and certain other non-cash income and expense items. However, Adjusted EBITDA is not a recognized measurement under U.S. generally accepted accounting principles ("GAAP"). Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, our management believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of financings, income taxes, the accounting effects of significant turnaround activities (that many of our competitors capitalize and thereby exclude from their measures of EBITDA) and certain non-cash charges that are items that may vary for different companies for reasons unrelated to overall operating performance. Adjusted 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: Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. The following table reconciles net income attributable to Western Refining, Inc. to Adjusted EBITDA for the periods presented: (1) Our presentation of Adjusted EBITDA for Western excludes the results of WNRL for all periods presented. The following tables set forth our consolidating historical financial data for the periods presented below. (1) Refining net sales for the three and twelve months ended December 31, 2016 and 2015, includes $206.1 million, $547.4 million, $230.0 million and $1,078.2 million, respectively, in crude oil sales to third parties representing a period average of 46,990 bpd, 34,177 bpd, 59,344 bpd and 61,516 bpd, respectively. (2) Sales volume includes sales of refined products sourced primarily from our refinery production as well as refined products purchased from third parties. We purchase additional refined products from third parties to supplement supply to our customers.  These products are similar to the products that we currently manufacture and represent 5.4%, 5.7%, 5.5% and 6.5% of our total consolidated sales volumes for the three and twelve months ended December 31, 2016 and 2015, respectively. The majority of the purchased refined products are distributed through our refined product sales activities in the Mid-Atlantic region where we satisfied our refined product customer sales requirements via a third-party supply agreement through December 31, 2016. (3) Total refinery throughput includes crude oil, other feedstocks and blendstocks. (4) Refinery gross margin is a per barrel measurement calculated by dividing the difference between net sales and cost of products sold by our refineries’ total throughput volumes for the respective periods presented. Net realized and net non-cash unrealized economic hedging gains and losses included in the combined refining segment gross margin are not allocated to the individual refineries. Cost of products sold does not include any depreciation or amortization. Refinery gross margin is a non-GAAP performance measure that we believe is important to investors in evaluating our refinery performance as a general indication of the amount above our cost of products that we are able to sell refined products. Each of the components used in this calculation (net sales and cost of products sold) can be reconciled directly to our statement of operations. Our calculation of refinery gross margin may differ from similar calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure. Our calculation of refinery gross margin excludes the sales and costs related to our Mid-Atlantic business that we report within the refining segment. The following table reconciles the sales and cost of sales used to calculate refinery gross margin with the total sales and cost of sales reported in the refining statement of operations data above: The following table reconciles combined gross profit for our refineries to combined gross margin for our refineries for the periods presented: (5) Cost of products sold for the combined refining segment includes changes in the lower of cost or market inventory reserve shown in the table below. The reserve changes are also included in the combined refinery gross margin but are not included in those measures for the individual refineries. The following table calculates the refinery gross margin per refinery throughput barrel excluding changes in the lower of cost or market inventory reserve that we believe is useful in evaluating our refinery performance exclusive of the impact of fluctuations in inventory values: (6) Refinery direct operating expenses per throughput barrel is calculated by dividing direct operating expenses by total throughput volumes for the respective periods presented. Direct operating expenses do not include any depreciation or amortization. (7) Cost of products sold for the combined refining segment includes the net realized and net non-cash unrealized hedging activity shown in the table below. The hedging gains and losses are also included in the combined gross profit and refinery gross margin but are not included in those measures for the individual refineries. The WNRL financial and operational data presented includes the historical results of all assets acquired from Western in the St. Paul Park Logistics Transaction and the TexNew Mex Pipeline Transaction. These acquisitions from Western were transfers of assets between entities under common control. We have retrospectively adjusted historical financial and operational data of WNRL, for all periods presented, to reflect the purchase and consolidation of the purchased assets into WNRL. (1) Some barrels of crude oil in route to Western's Gallup refinery and Permian/Delaware Basin are transported on more than one mainline. Mainline movements for the Four Corners and Delaware Basin systems include each barrel transported on each mainline. (2) Fuel margin per gallon is a function of the difference between fuel sales and cost of fuel sales divided by the number of total gallons sold less gallons sold to our retail segment. 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 lubricant sales. Lubricant margin is a measure frequently used in the petroleum products wholesale industry to measure operating results related to lubricant sales. (1) Retail fuel margin per gallon is a measurement calculated by dividing the difference between retail fuel sales and cost of retail fuel sales for our retail segment by the number of gallons sold. Retail fuel margin per gallon is a measure frequently used in the convenience store industry to measure operating results related to retail fuel sales. (2) Merchandise margin is a measurement calculated by dividing the difference between merchandise sales and merchandise cost of products sold by merchandise sales. Merchandise margin is a measure frequently used in the convenience store industry to measure operating results related to merchandise sales. We present certain additional financial measures below that are non-GAAP measures within the meaning of Regulation G under the Securities Exchange Act of 1934. We present these non-GAAP measures to provide investors with additional information to analyze our performance from period to period. We believe it is useful for investors to understand our financial performance excluding these special items so that investors can see the operating trends underlying our business. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, the financial information that we report in accordance with GAAP. These non-GAAP measures reflect subjective determinations by management and may differ from similarly titled non-GAAP measures presented by other companies. (1) We recompute income taxes after deducting special items and earnings attributable to non-controlling interests.


News Article | February 22, 2017
Site: www.prnewswire.co.uk

LONDON, Feb. 22, 2017 /PRNewswire/ -- Chubb today announced two senior management appointments, as it continues to invest in its Global Accounts division serving large and complex clients in Europe and around the world. Suresh Krishnan, currently Executive Vice President, Global Accounts, Overseas General Insurance, has been appointed to the newly created role of Head of Global Accounts Division, Europe. Suresh will establish and lead a single Global and Large Account segment for Europe. He will set and implement business strategy for the segment and oversee the structures, processes and performance metrics that ensure clients and brokers fully benefit from Chubb's risk and underwriting expertise and multinational network and services.  Suresh will be based in London, reporting to Jeff Moghrabi, Division President for Chubb in Continental Europe and David Robinson, Division President for Chubb in the UK and Ireland. Suresh has 25 years of insurance industry experience. He joined Chubb in 1999 and has served in several senior legal roles. Prior to his current role, he served as General Counsel, Multinational Client Group, from 2010 to 2013, with global legal oversight for matters connected with the company's multinational products and services.  Previously, he was General Counsel for ACE USA, where he had management responsibilities for all legal matters connected with ACE's US commercial retail insurance business. Tina Lakickas, currently Senior Vice President and Global Client Executive, will succeed Suresh as Executive Vice President, Global Accounts, Overseas General Insurance. Tina will lead the international Global Client Executive team that serves Chubb's Global Accounts segment.  She will oversee the delivery of high quality service across all aspects of the value chain and ensure that Chubb's Global Accounts strategy and activity are aligned to client and broker needs. Tina will be based in Paris, reporting to Joseph Clabby, President, Global Accounts and David Furby, Division President, Commercial Property and Casualty, Overseas General Insurance. Tina has more than 20 years of insurance industry experience.  Prior to joining the company in 2010, she was Vice President and Regional Manager of Global Marine & Energy for AIG.  She previously served in underwriting roles at AIG, Arthur J. Gallagher and St. Paul. Both Suresh and Tina will take up their new roles in March 2017. "I am delighted that Suresh, a well-known thought-leader on multinational insurance issues and longstanding contributor to our global accounts work in Europe, is joining our team. His appointment reflects the importance of Europe as one of Chubb's global accounts hubs and his experience, proven track record and unique insights will ensure that our clients and broker partners continue to benefit from the highest levels of service. I also welcome Tina to Paris and look forward to working with her." Joe Clabby, Vice President, Chubb Group and Division President, Bermuda and Global Accounts, said: "In an increasingly complex international landscape and constantly evolving risk environment, Tina's deep market experience and strong client focus will ensure that our global accounts proposition, multinational capabilities and technology continue to set the standard for market excellence internationally. I greatly look forward to working with Tina and Suresh in their new roles." Chubb is the world's largest publicly traded property and casualty insurance company. With operations in 54 countries, Chubb provides commercial and personal property and casualty insurance, personal accident and supplemental health insurance, reinsurance and life insurance to a diverse group of clients.  As an underwriting company, we assess, assume and manage risk with insight and discipline.  We service and pay our claims fairly and promptly.  The company is also defined by its extensive product and service offerings, broad distribution capabilities, exceptional financial strength and local operations globally.  Parent company Chubb Limited is listed on the New York Stock Exchange (NYSE: CB) and is a component of the S&P 500 index. Chubb maintains executive offices in Zurich, New York, London and other locations, and employs approximately 31,000 people worldwide. Additional information can be found at: chubb.com/uk


News Article | February 15, 2017
Site: www.prweb.com

DaVita Clinical Research (DCR), a specialty contract research organization with services spanning the full spectrum of drug and device development, and Prism Clinical Research, a leader in providing fully integrated clinical research services to pharma/device companies and clinicians, today announced Verified Clinical Trials (VCT) has been selected by both companies as an exclusive provider to further prevent duplicate enrollment in clinical trials. Simultaneously enrolling in multiple clinical trials, or duplicate enrollment, has become a serious problem in the clinical research world. A growing number of research volunteers attempt to jump from one study to another without waiting for the appropriate amount of time to lapse. This creates dangerous issues for the drug manufacturer, the research site, the data quality, and, most importantly, the volunteer. “We are pleased to have these two clinical research leaders join our network,” said Dr. Mitchell Efros, CEO of VCT. “Our system will allow both companies to take big steps forward in preventing duplicate enrollment and the risks associated.” VCT maintains a global clinical trial research subject database registry to counter attempts at duplicate enrollment in clinical trial research. The majority of phase I units and an increasingly large number of late phase sites in North America use Verified Clinical Trials, making VCT by far the largest North American clinical research subject database registry in both early and late phase clinical trials. “DCR is passionate about ensuring data quality and research subject safety,” said Amy Young, vice president and general manager of DCR. “Partnering with Prism and using the VCT system is the right thing to do for all our stakeholders.” Experts and leaders in the field of hepato-renal clinical trials, Prism and DCR join a vast network of research sites and pharmaceutical companies in their efforts to prevent duplicate enrollment and other important protocol violations in clinical trials. ”Prism is glad to be participating in this joint effort with our research neighbor, DCR,” said Jeff Cosgrove, president of Prism Research. “We’ve always been proactive in combating dual enrollment, but VCT gives us state-of-the-art technology and processes toward that end.” Located in close proximity to the Minneapolis and St. Paul metropolitan area, Prism and DCR specialize in early phase clinical research in healthy volunteer trials and many patient-based volunteer trials, including those in hepatic and renal insufficiency populations. About Prism Clinical Research Prism Clinical Research is a Twin Cities–based clinical research company committed to the advancement of improved medical knowledge and the community’s health. Since 2005, Prism has provided FDA-approved, investigational pharmaceutical and medical device testing services on behalf of drug and device manufacturers, academic and private physicians, as well as other researchers across Minnesota. About DaVita Clinical Research DaVita Clinical Research (DCR), a wholly owned subsidiary of DaVita Inc., uses its extensive, applied database and real-world healthcare experience to assist pharmaceutical and medical device companies in the design, recruitment and completion of retrospective, prospective and pragmatic clinical trials. DCR’s scientific and clinical expertise spans the lifecycle of product development with more than 175 client companies. DCR’s Early Clinical Research unit (Phase I-IIa) and Late Phase Clinical Research (Phase IIb through post-marketing) network of physicians and investigative sites, and Real World Healthcare Data are focused on providing world-class research in both complex/specialty populations and therapeutic areas, and especially in CKD and ESRD populations. To learn more about DCR, visit http://www.davitaclinicalresearch.com. About Verified Clinical Trials Verified Clinical Trials is a forward thinking company developed by experts active in the clinical research community to proactively improve research subject safety and data quality in clinical research trials. Verified Clinical Trials halts duplicate enrollment in clinical trials and defines itself as the world’s leader in the field of database registries in clinical trial research. Verified Clinical Trials is the only clinical research database registry designed specifically to enhance the quality of both early and late phase trials, and has the scalability to reach all sites nationally as well as on a global level. Verified Clinical Trials offers numerous other value-added services to the clinical research site, CRO, and Pharmaceutical Sponsor that prove invaluable with regards to financial and legal issues and liabilities. Verified Clinical Trials prevents several other key protocol deviations. For more information, RSVP to or visit http://www.verifiedclinicaltrials.com.


NEW YORK, Feb. 13, 2017 (GLOBE NEWSWIRE) -- TAP Portugal will commence five weekly flights to Abidjan, in Ivory Coast, starting July 17th this year.   Abidjan is the seventh new destination to be added to TAP’s global network in 2017, including Toronto, Stuttgart, Gran Canaria, Alicante, Bucharest and Budapest.   Nonstop service between Lisbon and Abidjan will operate on Mondays, Wednesdays, Thursdays, Fridays and Saturdays, on A320 aircraft.  The flights depart from Lisbon at 5:25pm and return from Abidjan at 11:00pm. In winter, the schedule will reduce to four weekly flights. Low fares from the U.S. include $913 round-trip from New York’s John F Kennedy International, Newark, Boston and Miami, for travel between September 1 and October 31, 2017.   For Canadians, round-trip travel from Toronto Pearson International starts at CAD $1,267 for the same dates. All of TAP’s fares beyond Lisbon, including Abidjan, include a stopover of up to three days in Portugal for no extra airfare.  The Stopover booking option is available in flight search mode on TAP’s website (www.flytap.com)  or through the TAP Stopover app, available from the Apple Store or Google Play, which provide passengers with a virtual ID card to be used for travel benefits. In addition to great fares, TAP’s Stopover program includes hotel discounts and other added benefits such a free bottle of Portuguese wine in restaurants and value-added experiences, such as tuk-tuk rides, visits to museums, dolphin watching in the River Sado and food tastings.  The app also incorporates a travel guide and enables customers to share their experiences with friends and family through social media. The Abidjan International Airport receives 2 million passengers annually, from more than 20 airlines, and offers connections to 35 destinations, throughout Africa and the Middle-East. A tropical destination, Ivory Coast offers popular beach resorts in Assinie and Grand-Bassam, and incredible architecture such as St. Paul's Cathedral in Abidjan and the Basilica of Our Lady of Peace, in Yamoussoukro, the country’s capital. The addition of Abidjan to TAP’s global network increases the airline’s African route network to comprise 15 destinations in 10 countries. TAP is Portugal’s leading airline, and member of Star Alliance, the global airline alliance to offer customers worldwide reach, since 2005. In operation since 1945, TAP celebrated 70 years on March 14, 2015, and completed its privatization process in 2015, with the Atlantic Gateway Group now as new private shareholders of its share capital. TAP hub in Lisbon is a key European gateway at the crossroads of Africa, North, Central and South America, where TAP stands out as the international leading carrier in operation to Brazil. During the current IATA Summer period, the company’s network will comprise 76 destinations in 29 countries worldwide. TAP currently operates about 2,500 weekly flights in average on a modern fleet of 61 Airbus aircraft and 17 aircraft operating in TAP Express livery, TAP regional branded product, adding up to a 78 aircraft fleet. As of  June 2016, the company took delivery of two additional A330s, thus increasing its fleet to 80 aircraft in total. Within the vast restructure program currently going across the company as the outcome of its privatization process, TAP has announced its Network restructure, its medium and long haul fleet renewal program as of 2017 and the retrofit of the fleet currently in operation as well as the launch of the new branded product TAP Express, which replaces PGA and operates a new fleet of 8 ATR 72 and 9 Embraer 190. In the pursuit of its customer-focused policy, TAP continuously invests to deliver safe, reliable and upgraded products & services, tailored to meet customers’ expectations. Retaining the Portuguese character of the Company’s brand and quality service as the basic concept has been the main driver of TAP strategy in most recent years. Recognized and awarded as the Europe’s Leading Airline to Africa as well as Europe’s Leading Airline to South America by the World Travel Awards in 2015 and 2014, the company was also awarded as the WTA World’s Leading Airline to Africa in 2011 and 2012 and the WTA World’s Leading Airline to South America in 2009, 2010, 2011 and 2012. Voted Best Airline in Europe in 2011, 2012, 2013, 2015 and again in 2016 by the Global Traveler, USA, the company was also honored by UNESCO and by the International Union of Geological Sciences with the IYPE “Planet Earth Award 2010”, in the category of “Most Innovative Sustainable Product”. TAP was also voted Best Airline by Condé Nast Traveller Magazine in 2010, Best Portuguese Tourism Company by the specialized magazine Marketeer, in 2011 and also the airline with Best Reputation by the Reputation Institute in 2014, while its Inflight Magazine UP was voted Best European Inflight Magazine by the WTA awards in 2015 . For further information, please go to www.flytap.com.


News Article | February 21, 2017
Site: www.prweb.com

The StayWell Company announced today that Krames CareEngageTM powered by Doctella now features a SMART on FHIR application. The SMART on FHIR application is available for testing with clients who use CareEngage for patient education and care management. StayWell will demonstrate the CareEngage solution during #HiMSS17 at booth 3443. CareEngage is an interactive platform that addresses real-world health needs, such as patient compliance and chronic conditions, by keeping patients better informed and engaged in their care. The platform is licensed by hospitals and health systems and can be integrated into EHR systems to improve patient safety, quality and compliance. SMART (Substitutable Medical Applications and Reusable Technologies) on FHIR (Fast Health Interoperability Resources) is a fast-growing and much-lauded technology that facilitates the connection of EHRs across health care provider organizations and allows patient education to be prescribed from, and tracked in the EHR. Effectively engaging patients and caregivers is essential to hospitals and health systems in new value-based payment models, because engagement — which can be fostered by interactive education, communications and positive feedback — can contribute to improved patient compliance and clinical outcomes under MACRA and MIPS. Earlier this month, early adopters of CareEngage met to discuss implementation strategies and use of the platform within their hospital business units and outlined targeted departments, processes and workflows that could be improved by CareEngage. These early adopters are part of the Krames CareEngage Collaborative, which will also assist in tracking metrics to measure platform usage and satisfaction. “Health care regulations are putting an increased focus on patient-centered and value-based care. Giving patients anytime-access to their health information and fostering communication between health care providers, patients and their families, encourages people to take a more active role in their care. In the long run, this will lead to better health and a more satisfying care journey for patients, and improved quality, safety and reimbursement for hospitals,” said Nicole Latimer, president, StayWell. CareEngage augments verbal instructions and print materials with state-of-the-art, customizable and interactive, multimedia tools that can be easily shared with family and caregivers. It is a unique application of quality improvement science and physician-developed Smartlists delivered in an open, interactive content framework that maps the complete patient journey, including: patient preferences, education, care instructions, symptom tracking, beliefs, belonging, insights and patient reported outcomes and measures. The addition of SMART on FHIR to the CareEngage solution will make the integration and use of the platform across provider locations efficient for both clinicians and patients. “SMART on FHIR is emerging as the new industry standard for patient-facing health technology solutions. It neutralizes potential issues related to platform compatibility across health systems and creates a user-friendly, seamless environment for patients and health care professionals,” said Amer Haider, CEO of Doctella. “The potential that this delivers to health systems across the country who use CareEngage is significant and timely to the pressing needs of our health care marketplace.” Existing StayWell customers can easily integrate CareEngage into their EHR workflow using the SMART on FHIR application. To learn more about CareEngage or to join the Krames CareEngage Collaborative, a cohort of early adopters established by StayWell, visit http://www.staywell.com/doctella. Follow and participate in the conversation on Twitter: #StayWellCareEngage #MedicalErrors #PatientSafety #PatientEngagement #Checklists #DoctellaChecklists #DigitalHealth #HealthApp #SMARTonFHIR #HIMSS17 About StayWell StayWell is a health solutions company that uses the science of behavior change to help people live happier, healthier lives. StayWell brings decades of experience working across the health care industry to design solutions for improving individual and organizational health outcomes, managing the health of targeted populations, and creating brand engagement for employers and health care organizations. StayWell programs have received numerous top industry honors, including the C. Everett Koop National Health Award and the Web Health Award for health engagement programs. StayWell also has received URAC and NCQA accreditation for several of its programs. StayWell is majority-owned by Healthcare Services & Solutions, LLC, a wholly owned subsidiary of Merck & Co., Inc., Kenilworth, NJ, USA (“Merck”). The company is headquartered in Yardley, Pennsylvania, and also has major locations in Salt Lake City, Utah, and St. Paul, Minn. To learn more, visit http://www.staywell.com. About Merck For over a century, Merck has been a global health care leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to health care through far-reaching policies, programs and partnerships. For more information, visit http://www.merck.com and connect with us on Twitter, Facebook, YouTube and LinkedIn. Forward-Looking Statement of Merck & Co., Inc., Kenilworth, N.J., USA This news release of Merck & Co., Inc., Kenilworth, N.J., USA (the “company”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; global trends toward health care cost containment; technological advances, new products and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approval; the company’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of the company’s patents and other protections for innovative products; and the exposure to litigation, including patent litigation, and/or regulatory actions. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the company’s 2015 Annual Report on Form 10-K and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (http://www.sec.gov). About Doctella: Doctella.com, by Patient Doctor Technologies, Inc. and creators of Doctella Smartlist technology, is based in Silicon Valley. The company provides a comprehensive patient-centered outcomes management platform to improve the culture, communication, and engagement between patients, families, and providers. The Doctella Smartlist app was developed by leading researchers from Johns Hopkins and at other leading institutions. The StayWell Company, LLC, is an investor in Doctella. Start your journey to better, safer care at http://www.doctella.com.


News Article | February 17, 2017
Site: www.washingtonpost.com

Scott Pruitt woke up Friday morning as Oklahoma’s attorney general, a post he had used for six years to repeatedly sue the Environmental Protection Agency for its efforts to regulate mercury, smog and other forms of pollution. By day’s end, he had been sworn in as the agency’s new leader, setting off a struggle over what the EPA will become in the Trump era. Pruitt begins what is likely to be a controversial tenure with a clear set of goals. He has been outspoken in his view, widely shared by Republicans, that the EPA zealously overstepped its legal authority under President Barack Obama, saddling the fossil-fuel industry with unnecessary and onerous regulations. But rolling back the environmental actions of the previous administration won’t happen quickly or easily. Even if President Trump issues executive orders aimed at undoing Obama initiatives to combat climate change, oversee waterways and wetlands and slash pollution from power plants — as he is expected to do as early as next week — existing regulations won’t disappear overnight. [Under Trump, scientists could face far broader challenges than they did under George W. Bush] To reverse or revamp existing rules around vehicle fuel standards, mercury pollution or a range of other environmental issues, Pruitt would have to repeat the lengthy bureaucratic process that generated them. Other initiatives, such as the so-called Clean Power Plan aimed at regulating emissions from power plants, remain tied up federal courts. In addition, Pruitt will encounter an EPA workforce on edge, in which some employees are wary about the direction he plans to take the agency and fearful he might adhere more to ideology than science. Environmental groups also are likely to oppose him at every turn, eager to sue over any rollback of existing regulations. For his part, Pruitt has said he intends to return the agency to its central mission of protecting the quality of the nation’s air and water while respecting the role of states as primary enforcers of environmental laws. “It is our state regulators who oftentimes best understand the local needs and the uniqueness of our environmental challenges,” he said during his confirmation hearing last month. [On eve of confirmation vote, judge orders EPA nominee to release thousands of emails] Pruitt cleared the Senate Friday afternoon by a vote of 52-46, winning support from Democrats Joe Manchin of West Virginia and Heidi Heitkamp of North Dakota. Only one Republican, Susan Collins of Maine, voted against him. The vote came after Democrats held the Senate floor for hours overnight Thursday and then through the morning to criticize Pruitt and push for a last-minute delay of his confirmation. Part of their argument centered on an Oklahoma judge’s ruling late Thursday that Pruitt’s office must turn over thousands of emails related to his communication with oil, gas and coal companies. The judge set a Tuesday deadline for release of the emails, which a nonprofit group has been seeking for years. Republicans pressed forward with the vote, saying Pruitt had been thoroughly vetted and calling on Democrats to end what Senate Majority Leader Mitch McConnell (R-Ky.) labeled “a historic level of obstruction” in holding up Trump administration nominees. It took only minutes after Pruitt’s confirmation to catch a glimpse of the contentious fights that lie ahead. Environmental advocacy groups, which had written letters, lobbied lawmakers, organized protests and waged a furious campaign online and in television ads calling him a friend to polluters, reacted with a mixture of anger and despair. One group termed the confirmation a “sad day for the country.” Another described it the “stuff Big Oil’s dreams are made of.” “Scott Pruitt as administrator of the EPA likely means a full-scale assault on the protections that Americans have enjoyed for clean air, clean water and a healthy climate,” Michael Brune, executive director of the Sierra Club, said in an interview. “For environmental groups, it means we’re in for the fight of our lives for the next four years.” But amid such hand-wringing, there was relief among those who welcomed his nomination — a group that includes fossil-fuel firms that chafed under the regulation of the Obama era. Many have helped fund Pruitt’s campaigns over the years. The National Association of Manufacturers proclaimed Pruitt would “restore balance to the way environmental regulations are developed.” The head of the National Mining Association said he will be “mindful of the costs that regulations can impose on the economy.” The White House itself rejoiced at Pruitt’s confirmation, with spokeswoman Sarah Huckabee Sanders telling reporters aboard Air Force One that “the EPA will no longer spend unnecessary taxpayer dollars on an out-of-control, anti-energy agenda.” Jeff Holmstead, who headed EPA’s air and radiation office under President George W. Bush and is now a lawyer representing energy firms, said he thinks Pruitt will be a good steward of the agency. “Over the past eight years in particular, [the EPA] has completely micromanaged the states. I think you’ll see a real effort to reset that balance,” Holmstead said. “I think he really does believe in the rule of the law. He believes the role of executive branch is to carry out the intent of Congress.” Pruitt sued the EPA more than a dozen times during the Obama administration, challenging the agency’s authority to regulate toxic mercury pollution, smog, carbon emissions from power plants and the quality of wetlands and other waters. In Oklahoma, he dismantled a specialized environmental protection unit that had existed under his Democratic predecessor and established a “federalism unit” to combat what he called “unwarranted regulation and systematic overreach” by Washington. [Acting EPA head: Hiring freeze challenges ‘our ability to get the agency’s work done’] That combative approach won him praise from fellow Republicans and the oil and gas industry. But the prospect of Pruitt leading the EPA horrified environmental advocates, who accuse him of repeatedly questioning the overwhelming scientific consensus around climate change and defending the interests of fossil-fuel firms over the health of ordinary citizens. His nomination also rattled some agency employees, who fear he will be eager to carry out the promise that Trump made on the campaign trail to “get rid of [EPA] in almost every form.We’re going to have little tidbits left, but we’re going to take a tremendous amount out.” “Unless he has a revelation like St. Paul did on road to Damascus, I don’t anticipate anything good,” said John O’Grady, who heads a national council of EPA unions and has worked at the agency for more than 30 years. More than 700 former EPA officials recently wrote to Congress opposing Pruitt’s confirmation, saying he “has gone to disturbing lengths to advance the views and interests of business.” Even some current employees openly protested his nomination, notably during a recent rally in downtown Chicago near the agency’s Region 5 offices. Minutes after Friday’s confirmation, the EPA tweeted for the first time since Trump’s inauguration. “We’d like to congratulate Mr. Pruitt on his confirmation!” the tweet read. Soon after, the agency issued its first press releases since Trump became president. One included praise for Pruitt from more than a dozen Republican lawmakers and industry executives. The EPA also posted an online biography for its new administrator, which made no mention of the many lawsuits Pruitt had filed against the agency he now leads. Susan Hogan and Sean Sullivan contributed to this report. Scientists just detected a major change in Earth’s oceans linked to warming climate Antarctic sea ice used to be the darling of climate doubters. Not anymore. Scientists are frantically copying U.S. climate data, fearing it might vanish under Trump Endangered Species Act may be heading for the threatened list The EPA’s social-media accounts have been silent since the inauguration For more, you can sign up for our weekly newsletter here and follow us on Twitter here.


News Article | February 21, 2017
Site: news.yahoo.com

FILE - In this Oct. 29, 2015, file photo, Owen Labrie listens to prosecutors before being sentenced in Merrimack County Superior Court in Concord, N.H. Labrie was convicted of sexually assaulting a younger prep school classmate in 2014 and was sentenced to jail. A hearing is scheduled to start Tuesday, Feb. 21, 2107, to determine if he school should get a new trial on charges of using a computer to lure the underage student for sex and assaulting her. (AP Photo/Jim Cole, Pool, File) CONCORD, N.H. (AP) — A graduate of an elite New Hampshire prep school convicted of using a computer to lure an underage student for sex — requiring him to register as a sex offender for life — is asking for a new trial. In 2015, Owen Labrie, of Tunbridge, Vermont, was acquitted of raping a 15-year-old classmate a year earlier as part of "Senior Salute," a game of sexual conquest, at St. Paul's School in Concord. But he was found guilty of the felony computer charge and several misdemeanor counts of sexual assault and endangering the welfare of a child. He was sentenced to a year in jail. Now 21, he is out on appeal but still follows a strict curfew requiring him to be at home between 5 p.m. and 8 a.m. "He is committed to pursuing his studies and justice in his case," his current lawyer, Robin Melone, said in a statement Friday. Melone said his trial lawyers were ineffective because they failed to challenge the computer charge and question the girl further, among other arguments. "The question now is whether those mistakes were so significant that he was deprived the quality of representation every defendant is entitled to," Melone said. Prosecutors say the defense hasn't proved its case, and they've asked a judge to rule on a number of claims before a four-day hearing is scheduled to start Tuesday. If the judge orders a new trial, Labrie could face the charges he was convicted of, but not the ones he was acquitted of. It is also possible the prosecution could bring additional charges or alternative theories that were not presented previously. After Labrie was convicted, his lead trial lawyer, J.W. Carney Jr. — who once defended Boston gangster James "Whitey" Bulger — asked the judge to set aside the guilty verdict on the computer charge. In court documents, Carney said the law establishing that charge was part of a nationwide effort to prosecute people who "would troll the internet, trying to entrap children into committing sexual acts with them," not two teenagers who were flirting with each other through email and Facebook. Carney said he couldn't have known that his argument had merit until after the jury returned not-guilty verdicts on the rape charges. The judge disagreed with his arguments and found his request untimely. Melone said his late challenge is an example of ineffective counsel. The law targets a person who "knowingly utilizes a computer on-line service, internet service, or local bulletin board service" to lure a child for sex. Melone said the charge against Labrie is unsupported because emails he exchanged with the student never left the school's intranet server, which is not an online or internet service. In her response, prosecutor Catherine Ruffle said Melone's interpretation is without merit. She said the law was enacted in 1998, at the start of wider public use and acceptance of internet and online services as a mode of communication, and it's unreasonable to think intranet communications were exempt. Carney wrote that he isn't knowledgeable about internet communications: "I did not hire an expert to investigate this subject because it never occurred to me that it was an issue to explore." Melone also argued that the defense didn't investigate the girl's social media accounts and statements she made to her dorm adviser, or further question her testimony. Carney wrote that "there is no template" for handling such a witness, saying he needed to raise serious concerns for the jury about her credibility, "but not come across as a bully and engender sympathy for her." He also said he was careful on cross-examination not to open the doors for the prosecution to introduce evidence. Last summer, the girl, Chessy Prout, went public, saying she's no longer ashamed or afraid and hopes to be a voice for others. The Associated Press typically does not identify victims of sexual assault unless they come forward publicly. Her parents have since sued St. Paul's, arguing it should have done more to protect her. The school has denied it could have prevented the assault; both sides indicated they are open to mediation. Prout and her family are expected to attend the hearing.

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