10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2011

or

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

For the transition period from                      to                     

Commission File No. 001-06198

[LOGO] UNITED REFINING COMPANY

UNITED REFINING COMPANY (Exact name of registrant as specified in its charter)

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

814-723-1500

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  x  (Do not check if a smaller reporting company)	Smaller reporting company  ¨

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

As of January 17, 2012, there were 100 shares of common stock, par value $.10 per share, of the Registrant outstanding.

TABLE OF ADDITIONAL REGISTRANTS

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

2

FORM 10-Q – CONTENTS

		PAGE(S)
PART I.	FINANCIAL INFORMATION		4
Item 1.	Financial Statements.		4
	Consolidated Balance Sheets – November 30, 2011 (unaudited) and August 31, 2011		4
	Consolidated Statements of Operations – Three Months Ended November 30, 2011 and 2010 (unaudited)		5
	Consolidated Statements of Cash Flows – Three Months Ended November 30, 2011 and 2010 (unaudited)		6
	Notes to Consolidated Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		16
Item 4.	Controls and Procedures.		23
PART II.	OTHER INFORMATION		23
Item 1.	Legal Proceedings.		24
Item 1A.	Risk Factors.		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		24
Item 3.	Defaults Upon Senior Securities.		24
Item 4.	(Removed and Reserved).		24
Item 5.	Other Information.		24
Item 6.	Exhibits.		24
Signatures.			25

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	November 30, 2011 (unaudited)			August 31, 2011
Assets
Current:
Cash and cash equivalents	$	58,315		$	16,660
Accounts receivable, net		104,296			111,426
Derivative asset		8,409			—
Inventories		155,161			171,880
Prepaid expenses and other assets		29,448			40,387
Deferred income taxes		—			14,458
Amounts due from affiliated companies, net		1,011			3,104
Total current assets		356,640			357,915
Property, plant and equipment, net		272,770			270,974
Deferred financing costs, net		9,728			10,148
Goodwill		1,349			1,349
Tradename		10,500			10,500
Amortizable intangible assets, net		1,243			1,270
Deferred turnaround costs and other assets, net		21,256			18,455
	$	673,486		$	670,611
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	1,077		$	978
Accounts payable		66,316			79,946
Derivative liability		—			55,720
Accrued liabilities		26,348			15,358
Income taxes payable		12,276			2,627
Sales, use and fuel taxes payable		14,477			16,637
Deferred income taxes		9,825			—
Total current liabilities		130,319			171,266
Revolving credit facility		—			24,000
Long term debt: less current installments		356,802			356,109
Deferred income taxes		23,944			11,353
Deferred retirement benefits		69,623			87,130
Total liabilities		580,688			649,858
Commitments and contingencies
Stockholder’s equity:
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			—
Additional paid-in capital		24,789			24,789
Retained earnings		72,158			10,112
Accumulated other comprehensive loss		(4,149	)		(14,148	)
Total stockholder’s equity		92,798			20,753
	$	673,486		$	670,611

See accompanying notes to consolidated financial statements.

4

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Operations – (Unaudited)

(in thousands)

	Three Months Ended November 30,
	2011			2010
Net sales	$	944,031		$	619,147
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and gains on derivative contracts)		832,712			580,837
Gains on derivative contracts		(51,291	)		—
Selling, general and administrative expenses		40,647			35,786
Depreciation and amortization expenses		5,973			5,636
		828,041			622,259
Operating income (loss)		115,990			(3,112	)
Other income (expense):
Interest expense, net		(10,253	)		(8,914	)
Other, net		(577	)		(581	)
		(10,830	)		(9,495	)
Income (loss) before income tax expense (benefit)		105,160			(12,607	)
Income tax expense (benefit)		43,114			(4,518	)
Net income (loss)	$	62,046		$	(8,089	)

See accompanying notes to consolidated financial statements.

5

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Unaudited)

(in thousands)

	Three Months Ended November 30,
	2011			2010
Cash flows from operating activities:
Net income (loss)	$	62,046		$	(8,089	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		6,856			5,718
Unrealized gain on derivative contracts		(59,638	)		—
Deferred income taxes		29,925			1,392
Loss on asset dispositions		296			2
Cash provided by working capital items		37,239			28,423
Other, net		1			1
Change in operating assets and liabilities:
Additions to other assets, net		(3,319	)		—
Deferred retirement benefits		(559	)		(1,285	)
Total adjustments		10,801			34,251
Net cash provided by operating activities		72,847			26,162
Cash flows from investing activities:
Additions to property, plant and equipment		(6,097	)		(10,886	)
Additions to turnaround costs		(820	)		(3,642	)
Proceeds from asset dispositions		—			1
Net cash used in investing activities		(6,917	)		(14,527	)
Cash flows from financing activities:
Net reductions on revolving credit facility		(24,000	)		(9,000	)
Principal reductions of long-term debt		(275	)		(326	)
Net cash used in financing activities		(24,275	)		(9,326	)
Net increase in cash and cash equivalents		41,655			2,309
Cash and cash equivalents, beginning of year		16,660			17,170
Cash and cash equivalents, end of period	$	58,315		$	19,479
Cash provided by (used in) working capital items:
Accounts receivable, net	$	7,130		$	(7,784	)
Derivative asset/liability		(4,491	)		—
Inventories		16,719			63,008
Prepaid expenses and other assets		10,939			(10,645	)
Amounts due from affiliated companies, net		2,093			(312	)
Accounts payable		(13,630	)		(22,967	)
Accrued liabilities		10,990			9,466
Income taxes payable		9,649			(552	)
Sales, use and fuel taxes payable		(2,160	)		(1,791	)
Total change	$	37,239		$	28,423
Cash paid during the period for:
Interest	$	427		$	662
Income taxes	$	3,696		$	291
Non-cash investing activities:
Property additions & capital leases	$	605		$	34

See accompanying notes to consolidated financial statements.

6

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1. Description of Business and Basis of Presentation

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

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

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

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2011 are not necessarily indicative of the results that may be expected for the year ending August 31, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2011.

Certain items have been reclassified to conform to current period presentation.

2. Recent Accounting Pronouncements

In May 2011, the FASB issued amended guidance on fair value measurement and related disclosures. The new guidance clarifies the concepts applicable for fair value measurement of non-financial assets and requires the disclosure of quantitative information about the unobservable inputs used in a fair value measurement. This guidance will be effective for reporting periods beginning after December 15, 2011, and will be applied prospectively. We do not anticipate that the adoption of this amended guidance will have a material impact on our consolidated financial statements.

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income. The amended guidance eliminates one of the presentation options provided by current U.S. GAAP, that is, to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, it gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance will be effective for reporting periods beginning after December 15, 2011 and will be applied retrospectively. The adoption of this guidance will not have a material impact on our consolidated financial statements.

7

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We do not anticipate that the adoption of this accounting standard update will have a material impact on our consolidated financial statements.

3. Derivative Instruments

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, historically crude oil option contracts (puts) and crackspread option contracts have been used to hedge the volatility of these items. The Company does not enter such contracts for speculative purposes. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its statement of operations. The Company includes the carrying amounts of the contracts in derivative asset or derivative liability in its Consolidated Balance Sheet.

At November 30, 2011, the Company had 3,353,000 barrels of heating oil and gasoline crackspread swaps outstanding as part of its risk management strategy. This represents approximately 26.7% of the Company’s scheduled motor gasoline production through March 2012 and approximately 43.0% of scheduled distillate production through December 2012. The remainder of the crackspread swap contracts expire sequentially beginning December 2011 through December 2012. These derivative instruments are being used by the Company to lock in margins on future sales by the Company of heating oil and gasoline.

The fair value and balance sheet classification of our derivative instruments at November 30, 2011 and August 31, 2011 are as follows:

	November 30, 2011
	Notional Balance		Maturity Date		Derivative Asset
	(in thousands)
Designated as hedges under ASC 815
None		—		—	$	—
Not designated as hedges under ASC 815
Heating oil and gasoline crackspread swaps		3,353 barrels		Monthly December 2011 through December 2012		8,409
Total derivative instruments		3,353 barrels			$	8,409

8

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

	August 31, 2011
	Notional Balance		Maturity Date		Derivative Liability
	(in thousands)
Designated as hedges under ASC 815
None		—		—	$	—
Not designated as hedges under ASC 815
Heating oil and gasoline crackspread swaps		4,575 barrels		Monthly September 2011 through December 2012		55,720
Total derivative instruments		4,575 barrels			$	55,720

During the three months ended November 30, 2011 and 2010, the Company recognized $51,291,000 and $0 of gains in costs and expenses in its Consolidated Statement of Operations, respectively.

At November 30, 2010, the Company had no derivative financial instruments outstanding and did not recognize any gains or losses from its risk management strategy for the period then ended.

4. Inventories

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

Inventories consist of the following:

	November 30, 2011		August 31, 2011
	(in thousands)
Crude Oil	$	38,403	$	32,829
Petroleum Products		72,294		95,370
Total @ LIFO		110,697		128,199
Merchandise		21,991		21,408
Supplies		22,473		22,273
Total @ FIFO		44,464		43,681
Total Inventory	$	155,161	$	171,880

As of November 30, 2011 and August 31, 2011, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $96,089,000 and $92,059,000, respectively.

9

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

5. Subsidiary Guarantors

All the Company’s wholly-owned subsidiaries fully and unconditionally guarantee on an unsecured basis, on a joint and several basis, the Company’s Senior Secured Notes. There are no restrictions within the consolidated group on the ability of the Company or any of its subsidiaries to obtain loans from or pay dividends to other members of the consolidated group. Financial information of the Company’s wholly-owned subsidiary guarantors is as follows:

Condensed Consolidating Balance Sheets

(in thousands, except share and per share amounts)

	November 30, 2011										August 31, 2011
	United Refining Company		Guarantors			Eliminations			United Refining Company & Subsidiaries		United Refining Company		Guarantors		Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	48,637	$	9,678		$	—		$	58,315	$	5,927	$	10,733	$	—		$	16,660
Accounts receivable, net		65,663		38,633			—			104,296		66,758		44,668		—			111,426
Derivative asset		8,409		—			—			8,409		—		—		—			—
Inventories		128,308		26,853			—			155,161		145,713		26,167		—			171,880
Prepaid expenses and other assets		24,679		4,769			—			29,448		36,731		3,656		—			40,387
Deferred income taxes		—		—			—			—		13,120		1,338		—			14,458
Amounts due from affiliated companies		1,851		(840	)		—			1,011		2,586		518		—			3,104
Intercompany		111,154		20,200			(131,354	)		—		121,933		20,882		(142,815	)		—
Total current assets		388,701		99,293			(131,354	)		356,640		392,768		107,962		(142,815	)		357,915
Property, plant and equipment, net		197,677		75,093			—			272,770		196,521		74,453		—			270,974
Deferred financing costs, net		9,728		—			—			9,728		10,148		—		—			10,148
Goodwill and other non-amortizable assets		—		11,849			—			11,849		—		11,849		—			11,849
Amortizable intangible assets, net		—		1,243			—			1,243		—		1,270		—			1,270
Deferred turnaround costs & other assets		19,847		1,409			—			21,256		17,803		652		—			18,455
Investment in subsidiaries		13,156		—			(13,156	)		—		9,267		—		(9,267	)		—
	$	629,109	$	188,887		$	(144,510	)	$	673,486	$	626,507	$	196,186	$	(152,082	)	$	670,611

10

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

	November 30, 2011												August 31, 2011
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	766		$	311		$	—		$	1,077		$	654		$	324		$	—		$	978
Accounts payable		45,218			21,098			—			66,316			58,246			21,700			—			79,946
Derivative liability		—			—			—			—			55,720			—			—			55,720
Accrued liabilities		19,534			6,814			—			26,348			8,726			6,632			—			15,358
Income taxes payable		10,496			1,780			—			12,276			3,181			(554	)		—			2,627
Sales, use and fuel taxes payable		10,716			3,761			—			14,477			12,322			4,315			—			16,637
Deferred income taxes		11,163			(1,338	)		—			9,825			—			—			—			—
Intercompany		—			131,354			(131,354	)		—			—			142,815			(142,815	)		—
Total current liabilities		97,893			163,780			(131,354	)		130,319			138,849			175,232			(142,815	)		171,266
Revolving credit facility		—			—			—			—			24,000			—			—			24,000
Long term debt: less current installments		354,970			1,832			—			356,802			354,264			1,845			—			356,109
Deferred income taxes		15,506			8,438			—			23,944			3,245			8,108			—			11,353
Deferred retirement benefits		67,942			1,681			—			69,623			85,396			1,734			—			87,130
Total liabilities		536,311			175,731			(131,354	)		580,688			605,754			186,919			(142,815	)		649,858
Commitment and contingencies
Stockholder’s equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Additional paid-in capital		24,789			10,651			(10,651	)		24,789			24,789			10,651			(10,651	)		24,789
Retained earnings		72,158			3,510			(3,510	)		72,158			10,112			(354	)		354			10,112
Accumulated other comprehensive loss		(4,149	)		(1,023	)		1,023			(4,149	)		(14,148	)		(1,048	)		1,048			(14,148	)
Total stockholder’s equity		92,798			13,156			(13,156	)		92,798			20,753			9,267			(9,267	)		20,753
	$	629,109		$	188,887		$	(144,510	)	$	673,486		$	626,507		$	196,186		$	(152,082	)	$	670,611

11

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

Condensed Consolidating Statements of Operations

(in thousands)

	Three Months Ended November 30, 2011												Three Months Ended November 30, 2010
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	738,229		$	421,598		$	(215,796	)	$	944,031		$	445,144		$	351,981		$	(177,978	)	$	619,147
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and gains on derivative contracts)		668,168			380,340			(215,796	)		832,712			438,483			320,332			(177,978	)		580,837
Gains on derivative contracts		(51,291	)		—			—			(51,291	)		—			—			—			—
Selling, general and administrative expenses		7,308			33,339			—			40,647			4,224			31,562			—			35,786
Depreciation and amortization expenses		4,410			1,563			—			5,973			4,051			1,585			—			5,636
		628,595			415,242			(215,796	)		828,041			446,758			353,479			(177,978	)		622,259
Operating income (loss)		109,634			6,356			—			115,990			(1,614	)		(1,498	)		—			(3,112	)
Other income (expense):
Interest expense, net		(10,135	)		(118	)		—			(10,253	)		(8,715	)		(199	)		—			(8,914	)
Other, net		(863	)		286			—			(577	)		(807	)		226			—			(581	)
Equity in net income (loss) of subsidiaries		3,864			—			(3,864	)		—			(996	)		—			996			—
		(7,134	)		168			(3,864	)		(10,830	)		(10,518	)		27			996			(9,495	)
Income (loss) before income tax expense (benefit)		102,500			6,524			(3,864	)		105,160			(12,132	)		(1,471	)		996			(12,607	)
Income tax expense (benefit)		40,454			2,660			—			43,114			(4,043	)		(475	)		—			(4,518	)
Net income (loss)	$	62,046		$	3,864		$	(3,864	)	$	62,046		$	(8,089	)	$	(996	)	$	996		$	(8,089	)

12

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Three Months Ended November 30, 2011											Three Months Ended November 30, 2010
	Issuer			Guarantors			Eliminations		Consolidated			Issuer			Guarantors			Eliminations		Consolidated
Net cash provided by operating activities	$	70,642		$	2,205		$	—	$	72,847		$	22,781		$	3,381		$	—	$	26,162
Cash flows from investing activities:
Additions to property, plant and equipment		(3,741	)		(2,356	)		—		(6,097	)		(9,598	)		(1,288	)		—		(10,886	)
Additions to deferred turnaround costs		(12	)		(808	)		—		(820	)		(3,642	)		—			—		(3,642	)
Proceeds from asset dispositions		—			—			—		—			—			1			—		1
Net cash used in investing activities		(3,753	)		(3,164	)		—		(6,917	)		(13,240	)		(1,287	)		—		(14,527	)
Cash flows from financing activities:
Net reductions on revolving credit facility		(24,000	)		—			—		(24,000	)		(9,000	)		—			—		(9,000	)
Principal reductions of long-term debt		(179	)		(96	)		—		(275	)		(154	)		(172	)		—		(326	)
Net cash used in financing activities		(24,179	)		(96	)		—		(24,275	)		(9,154	)		(172	)		—		(9,326	)
Net increase in cash and cash equivalents		42,710			(1,055	)		—		41,655			387			1,922			—		2,309
Cash and cash equivalents, beginning of year		5,927			10,733			—		16,660			7,765			9,405			—		17,170
Cash and cash equivalents, end of period	$	48,637		$	9,678		$	—	$	58,315		$	8,152		$	11,327		$	—	$	19,479

13

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

6. Segments of Business

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

	Three Months Ended November 30,
	2011		2010
Net Sales
Retail	$	420,319	$	351,219
Wholesale		523,712		267,928
	$	944,031	$	619,147
Intersegment Sales
Wholesale	$	214,517	$	177,216
Operating Income (Loss)
Retail	$	6,220	$	(1,273	)
Wholesale		109,770		(1,839	)
	$	115,990	$	(3,112	)
Depreciation and Amortization
Retail	$	1,401	$	1,413
Wholesale		4,572		4,223
	$	5,973	$	5,636
Capital Expenditures (including non-cash)
Retail	$	2,403	$	1,142
Wholesale		4,299		9,778
	$	6,702	$	10,920

	November 30, 2011		August 31, 2011
Total Assets
Retail	$	159,905	$	167,359
Wholesale		513,581		503,252
	$	673,486	$	670,611

14

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements—(Continued)

(Unaudited)

7. Employee Benefit Plans

For the periods ended November 30, 2011 and 2010, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended November 30,						Three Months Ended November 30,
	2011			2010			2011			2010
	(in thousands)
Service cost	$	423		$	447		$	466		$	377
Interest cost on benefit obligation		1,318			1,244			748			630
Expected return on plan assets		(1,179	)		(1,135	)		—			—
Amortization and deferral of net loss		376			509			(264	)		(282	)
Net periodic benefit cost	$	938		$	1,065		$	950		$	725

As of November 30, 2011, $1,642,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2012.

In November 2011, the Company reached an agreement with the International Union of Operating Engineers Local 95, which represents the employees operating the refinery. The new agreement will be effective February 1, 2012 and expires on February 1, 2017. Under the new collective bargaining agreement (Agreement), changes were made to healthcare and pension benefits provided by the Company. Effective February 1, 2012, medical benefits in retirement for new hires and active employees covered under the Agreement were eliminated. For employees covered under the Agreement meeting certain age and service requirements, the Company will contribute a defined dollar amount towards the cost of retiree healthcare based upon the employee’s length of service. Similarly, effective February 1, 2012, benefits under the Company’s defined benefit pension plan sponsored for employees covered under the agreement were frozen. The Company will provide an enhanced contribution under its defined contribution 401 (k) plan as well as a transition contribution for older employees. Additionally, deductibles and co-payments will be added to the medical benefits for employees covered under the Agreement.

As a result of the November, 2011 agreement and related plan design changes, a remeasurement of fiscal year 2012 expense pursuant to ASC 715-30 and ASC 715-60 was required, resulting in plan curtailments. As a result of such curtailments during the quarter ended November 30, 2011, the pension liability was reduced by $4,743,000 with a credit to accumulated other comprehensive loss (AOCL) of $4,552,000 and a credit to income of $191,000. Further, the postretirement welfare plan liability was reduced by $12,161,000 and AOCL credited for $12,298,000, with a charge to income of $137,000. The activity in AOCL was recorded net of related income tax effects.

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

8. Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The fair value (was less than) exceeded the carrying value of the senior notes at November 30, 2011 and August 31, 2011 by $(21,552,000) and $6,684,000, respectively.

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

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

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

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

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

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

• repayment of debt;

• general economic, business and market conditions;

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

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

• the availability and cost of financing to us;

• environmental, tax and tobacco legislation or regulation;

• volatility of gasoline prices, margins and supplies;

• merchandising margins;

• labor costs;

• level of capital expenditures;

• customer traffic;

• weather conditions;

• acts of terrorism and war;

• business strategies;

• expansion and growth of operations;

• future projects and investments;

16

• future exposure to currency devaluations or exchange rate fluctuations;

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

• future operating results and financial condition; and

• the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

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

Recent Developments

The Company continues to be impacted by the volatility of the petroleum market in fiscal year 2012. The average NYMEX crude price for the second fiscal quarter based on values published on January 6, 2012 was $99.10/bbl, a $12.92/bbl or 15.0% increase from the average price for the first fiscal quarter of 2012 which was $86.18/bbl.

The lagged 3-2-1 crackspread, as measured by the difference between the price of crude oil contracts traded on the NYMEX for the preceding month to the prices of NYMEX gasoline and heating oil contracts in the current trading month, benefited from the rising petroleum market. The Company uses a lagged crackspread as a margin indicator as it reflects the time period between the purchase of crude oil and its delivery to the refinery for processing. The lagged crackspread for the second quarter of fiscal year 2012 based on values as of January 6, 2012, was $18.83/bbl or a 37.6% decrease from the lagged crackspread for the first quarter of fiscal year 2012 which was $30.18/bbl.

Results of Operations

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

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

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

17

Retail Operations:

	Three Months Ended November 30,
	2011			2010
	(dollars in thousands)
Net Sales
Petroleum	$	351,865		$	286,481
Merchandise and other		68,454			64,738
Total Net Sales		420,319			351,219
Costs of goods sold		379,481			319,625
Selling, general and administrative expenses		33,217			31,454
Depreciation and amortization expenses		1,401			1,413
Segment Operating Income (Loss)	$	6,220		$	(1,273	)
Retail Operating Data:
Petroleum sales (thousands of gallons)		97,500			99,111
Petroleum margin (a)	$	23,541		$	15,105
Petroleum margin ($/gallon) (b)		.2414			.1524
Merchandise and other margins	$	17,298		$	16,489
Merchandise margin (percent of sales)		25.3	%		25.5	%

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

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

Comparison of Fiscal Quarters Ended November 30, 2011 and 2010

Net Sales

Retail sales increased during the fiscal quarter ended November 30, 2011 by $69.1 million or 19.7% from the comparable period in fiscal 2011 from $351.2 million to $420.3 million. The increase was due to $65.4 million in petroleum sales and $3.7 million in merchandise sales. The petroleum sales increase resulted from a 24.9% increase in retail selling prices per gallon, offset by a 1.6 million gallon or 1.6% decrease in retail petroleum volume due in part to flooding in our eastern most markets of Pennsylvania and New York and retail station underground product line replacements. The merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices.

Costs of Goods Sold

Retail costs of goods sold increased during the fiscal quarter ended November 30, 2011 by $59.9 million or 18.7% from the comparable period in fiscal 2011 from $319.6 million to $379.5 million. The increase was due to $55.2 million in petroleum cost, merchandise cost of $2.9 million, freight cost of $1.4 and fuel tax of $.4 million.

Selling, General and Administrative Expenses

Retail Selling, General and Administrative (“SG&A”) expenses increased during the fiscal quarter ended November 30, 2011 by $1.8 million or 5.6% from the comparable period in fiscal 2011 from $31.4 million to $33.2 million. The increase was primarily due to payroll costs of $.3 million, credit/customer service costs of $.6 million, maintenance cost of $.3 million, and advertising cost of $.2 million, supplies cost of $.1 million and other of $.3 million.

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Wholesale Operations:

	Three Months Ended November 30,
	2011			2010
	(dollars in thousands)
Net Sales (a)	$	523,712		$	267,928
Costs of goods sold (exclusive of depreciation, amortization and gains on derivative contracts)		453,231			261,212
Gains on derivate contracts		(51,291	)		—
Selling, general and administrative expenses		7,430			4,332
Depreciation and amortization expenses		4,572			4,223
Segment Operating Income (Loss)	$	109,770		$	(1,839	)

Key Wholesale Operating Statistics:

	Three Months Ended November 31,
	2011			2010
Refinery Product Yield (thousands of barrels)
Gasoline and gasoline blendstock		2,627			1,629
Distillates		1,450			1,131
Asphalt		1,937			632
Butane, propane, residual products, internally produced fuel and other (“Other”)		478			768
Total Product Yield		6,492			4,160
% Heavy Crude Oil of Total Refinery Throughout (b)		59	%		22	%
Crude throughput (thousand barrels per day)		67.5			40.5
Product Sales (thousand of barrels) (a)
Gasoline and gasoline blendstock		2,808			1,092
Distillates		1,415			908
Asphalt		2,121			1,075
Other		228			124
Total Product Sales Volume		6,572			3,199
Product Sales (dollars in thousands) (a)
Gasoline and gasoline blendstock	$	196,229		$	98,392
Distillates		143,095			88,964
Asphalt		170,599			74,362
Other		13,789			6,210
Total Product Sales	$	523,712		$	267,928

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

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

Comparison of Fiscal Quarters Ended November 30, 2011 and 2010

Refinery volumes increased in the three months ended November 30, 2011 due to the recovery from the Enbridge pipeline disruption and the 21-day scheduled maintenance turnaround that incurred in the comparable

19

period in fiscal 2011. Crude throughputs increased by 27.0 thousand barrels per day (bpd) or 66.7% from 40.5 bpd to 67.5 bpd, and refinery product yields increased 2.3 million barrels or 56.0% from 4.2 to 6.5 million barrels during the same comparable period.

Net Sales

Wholesale sales increased during the three months ended November 30, 2011 by $255.8 million or 95.5% from the comparable period in fiscal 2011 from $267.9 million to $523.7 million. This was due to a 105.5% increase in wholesale volume offset by a 4.8% decrease in wholesale prices.

Costs of Goods Sold (exclusive of depreciation and amortization and gains on derivative contracts)

Wholesale costs of goods sold increased during the three months ended November 30, 2011 by $192.0 million or 73.5% from the comparable period in fiscal 2011 from $261.2 million to $453.2 million. The increase in wholesale costs of goods sold during this period was primarily due to an increase in cost of raw materials and volume.

Gain on Derivative Contracts

During the three months ended November 30, 2011 and 2010, the Company recognized $51,291,000 and $0 of gains in costs and expenses in its Consolidated Statement of Operations, respectively.

At November 30, 2010, the Company had no derivative financial instruments outstanding and did not recognize any gains or losses from its risk management strategy for the period then ended. See also Note 3 to the Company’s Consolidated Financial Statements.

Selling, General and Administrative Expenses

Wholesale SG&A expenses increased during the three months ended November 30, 2011 by $3.1 million or 71.5% from the comparable period in fiscal 2011 from $4.3 million or 1.6% of net wholesale sales to $7.4 million or 1.4% of net wholesale sales. The increase was due primarily to additional payroll costs and professional fees.

Consolidated Expenses:

Interest Expense, net

Net interest expense (interest expense less interest income) for the three months ended November 30, 2011 increased $1.3 million or 15.0% from the comparable period in fiscal 2011 from $8.9 million to $10.2 million. In March 2011, the Company refinanced its outstanding Senior Note principal balance of $324.0 million due 2012 with Senior Notes due 2018 with a principal amount of $365.0 million. The increased interest expense incurred between first fiscal quarter 2011 and 2012 is due to the increased principal amount of the notes outstanding.

Income Tax Expense / (Benefit)

The Company’s effective tax rate for the three months ended November 30, 2011 and 2010 was approximately 41% and 36% respectively. The lower effective tax rate in the prior period was due to the Company recording a valuation allowance for Pennsylvania Net Operating tax losses.

Liquidity and Capital Resources

We operate in an environment where our liquidity and capital resources are impacted by changes in the price of crude oil and refined petroleum products, availability of credit, market uncertainty and a variety of additional

20

factors beyond our control. Included in such factors are, among others, the level of customer product demand, weather conditions, governmental regulations, worldwide political conditions and overall market and economic conditions.

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

	November 30, 2011
Cash and cash equivalents	$	58,315
Working capital	$	226,321
Current ratio		2.7
Debt	$	357,879

Primary sources of liquidity have been cash and cash equivalents, cash flows from operations and borrowing availability under a revolving line of credit. We believe available capital resources will be adequate to meet our working capital, debt service, and capital expenditure requirements for existing operations.

Our cash and cash equivalents consist of bank balances and investments in money market funds.

	Three Months Ended November 30, 2011
	(in millions)
Significant uses of cash
Investing activities:
Additions to deferred turnaround costs	$	(.8	)
Property, plant and equipment
Other general capital items (tank repairs, refinery piping, etc)		(2.3	)
DHT2 second reactor		(2.0	)
Retail petroleum upgrade		(.8	)
Retail maintenance (blacktop, roof, HVAC, rehab, piping)		(.8	)
Environmental		(.1	)
State and federal mandates:
Renewable fuels		(.1	)
Total property, plant and equipment	$	(6.1	)
Net cash used in investing activities	$	(6.9	)
Financing activities:
Net reductions on revolving credit facility	$	(24.0	)
Principal reductions of long term debt		(.3	)
Net cash provided by financing activities	$	(24.3	)
Working capital items:
Decrease in inventory	$	16.7
Accrued liabilities increase		11.0
Prepaid expense decrease		10.9
Income taxes payable increase		9.6
Accounts receivable decrease		7.1
Amounts due from affiliated companies, net decrease		2.1
Accounts payable decrease		(13.6	)
Derivative asset/liability		(4.5	)
Sales, use and fuel taxes payable increase		(2.1	)
Cash provided by working capital items	$	37.2

21

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

Maintenance and non-discretionary capital expenditures have averaged approximately $6.0 million annually over the last three years for the refining and retail operations. Management does not foresee any increase in these maintenance and non-discretionary capital expenditures during fiscal year 2012.

Future liquidity, both short and long-term, will continue to be primarily dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our $175,000,000 Amended and Restated Revolving Credit Facility. This provides the Company with flexibility relative to its cash flow requirements in light of market fluctuations, particularly involving crude oil prices and seasonal business cycles and will assist the Company in meeting its working capital, ongoing capital expenditure needs and for general corporate purposes. The agreement expires on May 18, 2016.

Under the Amended and Restated Revolving Credit Facility, the applicable margin is calculated on the average unused availability as follows: (a) for base rate borrowing, at the greater of the Agent Bank’s prime rate the Federal Funds Open Rate plus 1.5%; or the Daily LIBOR rate plus 3%; plus an applicable margin of 0% to .5%; (b) for euro-rate based borrowings, at the LIBOR Rate plus an applicable margin of 2.75% to 3.25%. The Agent Bank’s prime rate at November 30, 2011 was 3.25%. The Amended and Restated Revolving Credit Facility is secured primarily by certain cash accounts, accounts receivable and inventory. Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had standby letters of credit of $6.5 million as of November 30, 2011 and there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility resulting in net availability of $168.5 million. As of January 11, 2012, there were no outstanding borrowings on the $175 million Amended and Restated Revolving Credit Facility and standby letters of credit in the amount of $6.5 million, resulting in a net availability of $168.5 million and the Company had full access to it. The Company’s working capital ratio was 2.7 as of November 30, 2011.

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

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

Seasonal Factors

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

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

22

Inflation

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company uses its Amended and Restated Revolving Credit Facility to finance a portion of its operations. These on-balance sheet financial instruments, to the extent they provide for variable rates, expose the Company to interest rate risk resulting from changes in the PNC Prime rate, the Federal Funds or LIBOR rate. As of January 11, 2012, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility.

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, specifically crude oil option contracts and crack spread option contracts are used to hedge the volatility of these items. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its Statement of Operations.

During the quarter ended November 30, 2011, the Company had 3,353,000 barrels of heating oil and gasoline crackspread swaps outstanding as part of its risk management strategy. The crackspread swaps expire sequentially beginning December 2011 through December 2012. These derivative instruments are being used by the Company to lock in margins on future sales of diesel fuel and gasoline. See also Footnote 3 in the Company’s Consolidated Financial Statements.

Item 4. Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of November 30, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of November 30, 2011, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended November 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

23

Part II OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101	Interactive XBRL Data

24

SIGNATURES

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

Date: January 17, 2012

UNITED REFINING COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

25

SIGNATURES

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

Date: January 17, 2012

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

26

SIGNATURES

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

Date: January 17, 2012

UNITED REFINING COMPANY OF

PENNSYLVANIA

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

27

SIGNATURES

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

Date: January 17, 2012

KIANTONE PIPELINE COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

28

SIGNATURES

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

Date: January 17, 2012

UNITED JET CENTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

29

SIGNATURES

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

Date: January 17, 2012

KWIK-FILL CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

30

SIGNATURES

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

Date: January 17, 2012

INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

31

SIGNATURES

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

Date: January 17, 2012

BELL OIL CORP.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

32

SIGNATURES

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

Date: January 17, 2012

PPC, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

33

SIGNATURES

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

Date: January 17, 2012

SUPER TEST PETROLEUM, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

34

SIGNATURES

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

Date: January 17, 2012

KWIK-FIL, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

35

SIGNATURES

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

Date: January 17, 2012

VULCAN ASPHALT REFINING CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

36

SIGNATURES

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

Date: January 17, 2012

COUNTRY FAIR, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President and Chief Operating Officer

/s/ James E. Murphy

James E. Murphy

Vice President - Finance

37

EX-31.1

Exhibit 31.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John A. Catsimatidis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Refining Company (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 17, 2012	Signature:	/s/ John A. Catsimatidis
		John A. Catsimatidis
		Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James E. Murphy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Refining Company (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 17, 2012	Signature:	/s/ James E. Murphy
		James E. Murphy
		Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of United Refining Company, a Pennsylvania corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended November 30, 2011 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 17, 2012	By:	/s/ John A. Catsimatidis
		John A. Catsimatidis
		Principal Executive Officer

Dated: January 17, 2012	By:	/s/ James E. Murphy
		James E. Murphy
		Principal Financial Officer

XML

Inventories

3 Months Ended

Nov. 30, 2011

Inventories [Abstract]

Inventories

4. Inventories

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

Inventories consist of the following:

	November 30, 2011		August 31, 2011
	(in thousands)
Crude Oil	$	38,403	$	32,829
Petroleum Products		72,294		95,370
Total @ LIFO		110,697		128,199
Merchandise		21,991		21,408
Supplies		22,473		22,273
Total @ FIFO		44,464		43,681
Total Inventory	$	155,161	$	171,880

As of November 30, 2011 and August 31, 2011, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $96,089,000 and $92,059,000, respectively.

XML

Derivative Instruments

3 Months Ended

Nov. 30, 2011

Derivative Instruments [Abstract]

Derivative Instruments

3. Derivative Instruments

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, historically crude oil option contracts (puts) and crackspread option contracts have been used to hedge the volatility of these items. The Company does not enter such contracts for speculative purposes. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its statement of operations. The Company includes the carrying amounts of the contracts in derivative asset or derivative liability in its Consolidated Balance Sheet.

At November 30, 2011, the Company had 3,353,000 barrels of heating oil and gasoline crackspread swaps outstanding as part of its risk management strategy. This represents approximately 26.7% of the Company's scheduled motor gasoline production through March 2012 and approximately 43.0% of scheduled distillate production through December 2012. The remainder of the crackspread swap contracts expire sequentially beginning December 2011 through December 2012. These derivative instruments are being used by the Company to lock in margins on future sales by the Company of heating oil and gasoline.

The fair value and balance sheet classification of our derivative instruments at November 30, 2011 and August 31, 2011 are as follows:

	November 30, 2011
	Notional Balance		Maturity Date		Derivative Asset
	(in thousands)
Designated as hedges under ASC 815
None		—		—	$	—
Not designated as hedges under ASC 815
Heating oil and gasoline crackspread swaps		3,353 barrels		Monthly December 2011 through December 2012		8,409
Total derivative instruments		3,353 barrels			$	8,409

	August 31, 2011
	Notional Balance		Maturity Date		Derivative Liability
	(in thousands)
Designated as hedges under ASC 815
None		—		—	$	—
Not designated as hedges under ASC 815
Heating oil and gasoline crackspread swaps		4,575 barrels		Monthly September 2011 through December 2012		55,720
Total derivative instruments		4,575 barrels			$	55,720

During the three months ended November 30, 2011 and 2010, the Company recognized $51,291,000 and $0 of gains in costs and expenses in its Consolidated Statement of Operations, respectively.

At November 30, 2010, the Company had no derivative financial instruments outstanding and did not recognize any gains or losses from its risk management strategy for the period then ended.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Nov. 30, 2011	Aug. 31, 2011
Assets
Cash and cash equivalents	$ 58,315	$ 16,660
Accounts receivable, net	104,296	111,426
Derivative asset	8,409
Inventories	155,161	171,880
Prepaid expenses and other assets	29,448	40,387
Deferred income taxes		14,458
Amounts due from affiliated companies, net	1,011	3,104
Total current assets	356,640	357,915
Property, plant and equipment, net	272,770	270,974
Deferred financing costs, net	9,728	10,148
Goodwill	1,349	1,349
Tradename	10,500	10,500
Amortizable intangible assets, net	1,243	1,270
Deferred turnaround costs and other assets, net	21,256	18,455
Total assets	673,486	670,611
Liabilities and Stockholder's Equity
Current installments of long-term debt	1,077	978
Accounts payable	66,316	79,946
Derivative liability		55,720
Accrued liabilities	26,348	15,358
Income taxes payable	12,276	2,627
Sales, use and fuel taxes payable	14,477	16,637
Deferred income taxes	9,825
Total current liabilities	130,319	171,266
Revolving credit facility		24,000
Long term debt: less current installments	356,802	356,109
Deferred income taxes	23,944	11,353
Deferred retirement benefits	69,623	87,130
Total liabilities	580,688	649,858
Commitments and contingencies
Stockholder's equity:
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100
Additional paid-in capital	24,789	24,789
Retained earnings	72,158	10,112
Accumulated other comprehensive loss	(4,149)	(14,148)
Total stockholder's equity	92,798	20,753
Liabilities and equity	$ 673,486	$ 670,611

XML

Description Of Business And Basis Of Presentation

3 Months Ended

Nov. 30, 2011

Description Of Business And Basis Of Presentation [Abstract]

Description Of Business And Basis Of Presentation

1. Description of Business and Basis of Presentation

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

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

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

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2011 are not necessarily indicative of the results that may be expected for the year ending August 31, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the fiscal year ended August 31, 2011.

Certain items have been reclassified to conform to current period presentation.

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Recent Accounting Pronouncements

3 Months Ended

Nov. 30, 2011

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

In May 2011, the FASB issued amended guidance on fair value measurement and related disclosures. The new guidance clarifies the concepts applicable for fair value measurement of non-financial assets and requires the disclosure of quantitative information about the unobservable inputs used in a fair value measurement. This guidance will be effective for reporting periods beginning after December 15, 2011, and will be applied prospectively. We do not anticipate that the adoption of this amended guidance will have a material impact on our consolidated financial statements.

In June 2011, the FASB issued amended guidance on the presentation of comprehensive income. The amended guidance eliminates one of the presentation options provided by current U.S. GAAP, that is, to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. In addition, it gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance will be effective for reporting periods beginning after December 15, 2011 and will be applied retrospectively. The adoption of this guidance will not have a material impact on our consolidated financial statements.

In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We do not anticipate that the adoption of this accounting standard update will have a material impact on our consolidated financial statements.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Nov. 30, 2011	Aug. 31, 2011
Consolidated Balance Sheets [Abstract]
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

XML

Document And Entity Information	3 Months Ended
	Nov. 30, 2011	Jan. 17, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2011
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012
Entity Registrant Name	UNITED REFINING CO
Entity Central Index Key	0000101462
Current Fiscal Year End Date	--08-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100

XML

Consolidated Statements Of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2011	Nov. 30, 2010
Consolidated Statements Of Operations [Abstract]
Net sales	$ 944,031	$ 619,147
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and gains on derivative contracts)	832,712	580,837
Gains on derivative contracts	(51,291)
Selling, general and administrative expenses	40,647	35,786
Depreciation and amortization expenses	5,973	5,636
Total costs and expenses	828,041	622,259
Operating income (loss)	115,990	(3,112)
Other income (expense):
Interest expense, net	(10,253)	(8,914)
Other, net	(577)	(581)
Total other income (expense)	(10,830)	(9,495)
Income (loss) before income tax expense (benefit)	105,160	(12,607)
Income tax expense (benefit)	43,114	(4,518)
Net income (loss)	$ 62,046	$ (8,089)

XML

Employee Benefit Plans

3 Months Ended

Nov. 30, 2011

Employee Benefit Plans [Abstract]

Employee Benefit Plans

7. Employee Benefit Plans  

For the periods ended November 30, 2011 and 2010, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits						Other Post-Retirement Benefits
	Three Months Ended November 30,						Three Months Ended November 30,
	2011			2010			2011			2010
	(in thousands)
Service cost	$	423		$	447		$	466		$	377
Interest cost on benefit obligation		1,318			1,244			748			630
Expected return on plan assets		(1,179	)		(1,135	)		—			—
Amortization and deferral of net loss		376			509			(264	)		(282	)
Net periodic benefit cost	$	938		$	1,065		$	950		$	725

As of November 30, 2011, $1,642,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2012.

In November 2011, the Company reached an agreement with the International Union of Operating Engineers Local 95, which represents the employees operating the refinery. The new agreement will be effective February 1, 2012 and expires on February 1, 2017. Under the new collective bargaining agreement (Agreement), changes were made to healthcare and pension benefits provided by the Company. Effective February 1, 2012, medical benefits in retirement for new hires and active employees covered under the Agreement were eliminated. For employees covered under the Agreement meeting certain age and service requirements, the Company will contribute a defined dollar amount towards the cost of retiree healthcare based upon the employee's length of service. Similarly, effective February 1, 2012, benefits under the Company's defined benefit pension plan sponsored for employees covered under the agreement were frozen. The Company will provide an enhanced contribution under its defined contribution 401 (k) plan as well as a transition contribution for older employees. Additionally, deductibles and co-payments will be added to the medical benefits for employees covered under the Agreement.

As a result of the November, 2011 agreement and related plan design changes, a remeasurement of fiscal year 2012 expense pursuant to ASC 715-30 and ASC 715-60 was required, resulting in plan curtailments. As a result of such curtailments during the quarter ended November 30, 2011, the pension liability was reduced by $4,743,000 with a credit to accumulated other comprehensive loss (AOCL) of $4,552,000 and a credit to income of $191,000. Further, the postretirement welfare plan liability was reduced by $12,161,000 and AOCL credited for $12,298,000, with a charge to income of $137,000. The activity in AOCL was recorded net of related income tax effects.

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

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Segments Of Business

3 Months Ended

Nov. 30, 2011

Segments Of Business [Abstract]

Segments Of Business

6. Segments of Business

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

	Three Months Ended November 30,
	2011		2010
Net Sales
Retail	$	420,319	$	351,219
Wholesale		523,712		267,928
	$	944,031	$	619,147
Intersegment Sales
Wholesale	$	214,517	$	177,216
Operating Income (Loss)
Retail	$	6,220	$	(1,273	)
Wholesale		109,770		(1,839	)
	$	115,990	$	(3,112	)
Depreciation and Amortization
Retail	$	1,401	$	1,413
Wholesale		4,572		4,223
	$	5,973	$	5,636
Capital Expenditures (including non-cash)
Retail	$	2,403	$	1,142
Wholesale		4,299		9,778
	$	6,702	$	10,920

	November 30, 2011		August 31, 2011
Total Assets
Retail	$	159,905	$	167,359
Wholesale		513,581		503,252
	$	673,486	$	670,611

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Fair Value Measurements

3 Months Ended

Nov. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

8. Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The fair value (was less than) exceeded the carrying value of the senior notes at November 30, 2011 and August 31, 2011 by $(21,552,000) and $6,684,000, respectively.

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Nov. 30, 2011	Nov. 30, 2010
Cash flows from operating activities:
Net income (loss)	$ 62,046	$ (8,089)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	6,856	5,718
Unrealized gain on derivative contracts	(59,638)
Deferred income taxes	29,925	1,392
Loss on asset dispositions	296	2
Cash provided by working capital items	37,239	28,423
Other, net	1	1
Change in operating assets and liabilities:
Additions to other assets, net	(3,319)
Deferred retirement benefits	(559)	(1,285)
Total adjustments	10,801	34,251
Net cash provided by operating activities	72,847	26,162
Cash flows from investing activities:
Additions to property, plant and equipment	(6,097)	(10,886)
Additions to turnaround costs	(820)	(3,642)
Proceeds from asset dispositions		1
Net cash used in investing activities	(6,917)	(14,527)
Cash flows from financing activities:
Net reductions on revolving credit facility	(24,000)	(9,000)
Principal reductions of long-term debt	(275)	(326)
Net cash used in financing activities	(24,275)	(9,326)
Net increase in cash and cash equivalents	41,655	2,309
Cash and cash equivalents, beginning of year	16,660	17,170
Cash and cash equivalents, end of period	58,315	19,479
Cash provided by (used in) working capital items:
Accounts receivable, net	7,130	(7,784)
Derivative asset/liability	(4,491)
Inventories	16,719	63,008
Prepaid expenses and other assets	10,939	(10,645)
Amounts due from affiliated companies, net	2,093	(312)
Accounts payable	(13,630)	(22,967)
Accrued liabilities	10,990	9,466
Income taxes payable	9,649	(552)
Sales, use and fuel taxes payable	(2,160)	(1,791)
Total change	37,239	28,423
Cash paid during the period for:
Interest	427	662
Income taxes	3,696	291
Non-cash investing activities:
Property additions & capital leases	$ 605	$ 34

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Subsidiary Guarantors

3 Months Ended

Nov. 30, 2011

Subsidiary Guarantors [Abstract]

Subsidiary Guarantors

5. Subsidiary Guarantors

All the Company's wholly-owned subsidiaries fully and unconditionally guarantee on an unsecured basis, on a joint and several basis, the Company's Senior Secured Notes. There are no restrictions within the consolidated group on the ability of the Company or any of its subsidiaries to obtain loans from or pay dividends to other members of the consolidated group. Financial information of the Company's wholly-owned subsidiary guarantors is as follows:

Condensed Consolidating Balance Sheets

(in thousands, except share and per share amounts)

	November 30, 2011												August 31, 2011
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	48,637		$	9,678		$	—		$	58,315		$	5,927		$	10,733		$	—		$	16,660
Accounts receivable, net		65,663			38,633			—			104,296			66,758			44,668			—			111,426
Derivative asset		8,409			—			—			8,409			—			—			—			—
Inventories		128,308			26,853			—			155,161			145,713			26,167			—			171,880
Prepaid expenses and other assets		24,679			4,769			—			29,448			36,731			3,656			—			40,387
Deferred income taxes		—			—			—			—			13,120			1,338			—			14,458
Amounts due from affiliated companies		1,851			(840	)		—			1,011			2,586			518			—			3,104
Intercompany		111,154			20,200			(131,354	)		—			121,933			20,882			(142,815	)		—
Total current assets		388,701			99,293			(131,354	)		356,640			392,768			107,962			(142,815	)		357,915
Property, plant and equipment, net		197,677			75,093			—			272,770			196,521			74,453			—			270,974
Deferred financing costs, net		9,728			—			—			9,728			10,148			—			—			10,148
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			1,243			—			1,243			—			1,270			—			1,270
Deferred turnaround costs & other assets		19,847			1,409			—			21,256			17,803			652			—			18,455
Investment in subsidiaries		13,156			—			(13,156	)		—			9,267			—			(9,267	)		—
	$	629,109		$	188,887		$	(144,510	)	$	673,486		$	626,507		$	196,186		$	(152,082	)	$	670,611
Liabilities and Stockholder's Equity
Current:
Current installments of long-term debt	$	766		$	311		$	—		$	1,077		$	654		$	324		$	—		$	978
Accounts payable		45,218			21,098			—			66,316			58,246			21,700			—			79,946
Derivative liability		—			—			—			—			55,720			—			—			55,720
Accrued liabilities		19,534			6,814			—			26,348			8,726			6,632			—			15,358
Income taxes payable		10,496			1,780			—			12,276			3,181			(554	)		—			2,627
Sales, use and fuel taxes payable		10,716			3,761			—			14,477			12,322			4,315			—			16,637
Deferred income taxes		11,163			(1,338	)		—			9,825			—			—			—			—
Intercompany		—			131,354			(131,354	)		—			—			142,815			(142,815	)		—
Total current liabilities		97,893			163,780			(131,354	)		130,319			138,849			175,232			(142,815	)		171,266
Revolving credit facility		—			—			—			—			24,000			—			—			24,000
Long term debt: less current installments		354,970			1,832			—			356,802			354,264			1,845			—			356,109
Deferred income taxes		15,506			8,438			—			23,944			3,245			8,108			—			11,353
Deferred retirement benefits		67,942			1,681			—			69,623			85,396			1,734			—			87,130
Total liabilities		536,311			175,731			(131,354	)		580,688			605,754			186,919			(142,815	)		649,858
Commitment and contingencies
Stockholder's equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Additional paid-in capital		24,789			10,651			(10,651	)		24,789			24,789			10,651			(10,651	)		24,789
Retained earnings		72,158			3,510			(3,510	)		72,158			10,112			(354	)		354			10,112
Accumulated other comprehensive loss		(4,149	)		(1,023	)		1,023			(4,149	)		(14,148	)		(1,048	)		1,048			(14,148	)
Total stockholder's equity		92,798			13,156			(13,156	)		92,798			20,753			9,267			(9,267	)		20,753
	$	629,109		$	188,887		$	(144,510	)	$	673,486		$	626,507		$	196,186		$	(152,082	)	$	670,611

Condensed Consolidating Statements of Operations

(in thousands)

	Three Months Ended November 30, 2011												Three Months Ended November 30, 2010
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	738,229		$	421,598		$	(215,796	)	$	944,031		$	445,144		$	351,981		$	(177,978	)	$	619,147
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and gains on derivative contracts)		668,168			380,340			(215,796	)		832,712			438,483			320,332			(177,978	)		580,837
Gains on derivative contracts		(51,291	)		—			—			(51,291	)		—			—			—			—
Selling, general and administrative expenses		7,308			33,339			—			40,647			4,224			31,562			—			35,786
Depreciation and amortization expenses		4,410			1,563			—			5,973			4,051			1,585			—			5,636
		628,595			415,242			(215,796	)		828,041			446,758			353,479			(177,978	)		622,259
Operating income (loss)		109,634			6,356			—			115,990			(1,614	)		(1,498	)		—			(3,112	)
Other income (expense):
Interest expense, net		(10,135	)		(118	)		—			(10,253	)		(8,715	)		(199	)		—			(8,914	)
Other, net		(863	)		286			—			(577	)		(807	)		226			—			(581	)
Equity in net income (loss) of subsidiaries		3,864			—			(3,864	)		—			(996	)		—			996			—
		(7,134	)		168			(3,864	)		(10,830	)		(10,518	)		27			996			(9,495	)
Income (loss) before income tax expense (benefit)		102,500			6,524			(3,864	)		105,160			(12,132	)		(1,471	)		996			(12,607	)
Income tax expense (benefit)		40,454			2,660			—			43,114			(4,043	)		(475	)		—			(4,518	)
Net income (loss)	$	62,046		$	3,864		$	(3,864	)	$	62,046		$	(8,089	)	$	(996	)	$	996		$	(8,089	)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Three Months Ended November 30, 2011											Three Months Ended November 30, 2010
	Issuer			Guarantors			Eliminations		Consolidated			Issuer			Guarantors			Eliminations		Consolidated
Net cash provided by operating activities	$	70,642		$	2,205		$	—	$	72,847		$	22,781		$	3,381		$	—	$	26,162
Cash flows from investing activities:
Additions to property, plant and equipment		(3,741	)		(2,356	)		—		(6,097	)		(9,598	)		(1,288	)		—		(10,886	)
Additions to deferred turnaround costs		(12	)		(808	)		—		(820	)		(3,642	)		—			—		(3,642	)
Proceeds from asset dispositions		—			—			—		—			—			1			—		1
Net cash used in investing activities		(3,753	)		(3,164	)		—		(6,917	)		(13,240	)		(1,287	)		—		(14,527	)
Cash flows from financing activities:
Net reductions on revolving credit facility		(24,000	)		—			—		(24,000	)		(9,000	)		—			—		(9,000	)
Principal reductions of long-term debt		(179	)		(96	)		—		(275	)		(154	)		(172	)		—		(326	)
Net cash used in financing activities		(24,179	)		(96	)		—		(24,275	)		(9,154	)		(172	)		—		(9,326	)
Net increase in cash and cash equivalents		42,710			(1,055	)		—		41,655			387			1,922			—		2,309
Cash and cash equivalents, beginning of year		5,927			10,733			—		16,660			7,765			9,405			—		17,170
Cash and cash equivalents, end of period	$	48,637		$	9,678		$	—	$	58,315		$	8,152		$	11,327		$	—	$	19,479