Core-Mark Hldg (CORE) 10-Q 8 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 04, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Core-Mark Holding Company, Inc.
Trading Symbol	CORE
Entity Central Index Key	1,318,084
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		46,323,115

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 25.8	$ 26.4
Restricted cash	15.3	15.3
Accounts receivable, net of allowance for doubtful accounts of $6.8 and $7.1 as of June 30, 2017 and December 31, 2016, respectively	413.2	365.9
Other receivables, net	90.1	106.5
Inventories, net (Note 3)	529.9	596.6
Deposits and prepayments	99.9	82.8
Total current assets	1,174.2	1,193.5
Property and equipment, net	211.6	194.7
Goodwill	36	36
Other intangible assets, net	40	41.5
Other non-current assets, net	24.1	26.5
Total assets	1,485.9	1,492.2
Current liabilities:
Accounts payable	185.6	119.2
Book overdrafts	94.8	37.9
Cigarette and tobacco taxes payable	259.3	259.8
Accrued liabilities	121.4	131.8
Total current liabilities	661.1	548.7
Long-term debt (Note 4)	231.5	347.7
Deferred income taxes	26	25.3
Other long-term liabilities	11.4	11.5
Claims liabilities	25.9	26.8
Pension liabilities	2.4	2.4
Total liabilities	958.3	962.4
Contingencies (Note 5)
Stockholders’ equity:
Common stock, $0.01 par value (100,000,000 shares authorized, 52,393,471 and 52,227,511 shares issued; 46,318,918 and 46,152,958 shares outstanding at June 30, 2017 and December 31, 2016, respectively)	0.5	0.5
Additional paid-in capital	274.1	275.5
Treasury stock at cost (6,074,553 shares of common stock at June 30, 2017 and December 31, 2016)	(70.7)	(70.7)
Retained earnings	339.4	338.7
Accumulated other comprehensive loss	(15.7)	(14.2)
Total stockholders’ equity	527.6	529.8
Total liabilities and stockholders’ equity	$ 1,485.9	$ 1,492.2

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Allowance for doubtful accounts	$ 6.8	$ 7.1
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	52,393,471	52,227,511
Common stock, shares outstanding (in shares)	46,318,918	46,152,958
Treasury stock, shares (in shares)	6,074,553	6,074,553

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Net sales	$ 3,800.7	$ 3,687.4	$ 7,304.9	$ 6,698.7
Cost of goods sold	3,614.6	3,499.5	6,944.8	6,359.7
Gross profit	186.1	187.9	360.1	339
Warehousing and distribution expenses	118	106	232.7	197.6
Selling, general and administrative expenses	54.2	53	109.5	102.4
Amortization of intangible assets	1.8	1.2	3.6	2.1
Total operating expenses	174	160.2	345.8	302.1
Income from operations	12.1	27.7	14.3	36.9
Interest expense	(2)	(1)	(4)	(1.8)
Interest income	0	0	0.1	0.1
Foreign currency transaction gains (loss), net	1.1	(0.3)	1.7	0.4
Income before income taxes	11.2	26.4	12.1	35.6
Provision for income taxes (Note 6)	(4.3)	(10.1)	(3.1)	(13.6)
Net income	$ 6.9	$ 16.3	$ 9	$ 22
Basic and diluted net income per common share (in dollars per share)	$ 0.15	$ 0.35	$ 0.20	$ 0.47
Basic weighted-average shares (in shares)	46.3	46.3	46.3	46.3
Diluted weighted-average shares (in shares)	46.4	46.5	46.4	46.5
Dividends declared per common share (in dollars per share)	$ 0.09	$ 0.08	$ 0.18	$ 0.16
Dividends paid per common share (usd per share)	$ 0.09	$ 0.08	$ 0.18	$ 0.16

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 6.9	$ 16.3	$ 9	$ 22
Other comprehensive income, net of tax:
Defined benefit plan adjustments	0.1	0.1	0.1	0.2
Foreign currency translation (loss) gains, net	(2.2)	(0.1)	(1.6)	1.8
Other comprehensive (loss) income, net of tax	(2.1)	0	(1.5)	2
Comprehensive income	$ 4.8	$ 16.3	$ 7.5	$ 24

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income	$ 9	$ 22
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
LIFO and inventory provisions	8.8	6.3
Amortization of debt issuance costs	0.4	0.2
Stock-based compensation expense	2.3	3.6
Bad debt expense, net	0.4	1
Depreciation and amortization	24.3	19.8
Foreign currency gains, net	(1.7)	(0.4)
Deferred income taxes	0.6	0.9
Changes in operating assets and liabilities:
Accounts receivable, net	(46.8)	(77.6)
Other receivables, net	16.6	(30.6)
Inventories, net	60	(42.2)
Deposits, prepayments and other non-current assets	(17.3)	(33)
Accounts payable	66.1	29.8
Cigarette and tobacco taxes payable	(1.8)	19.2
Pension, claims, accrued and other long-term liabilities	(12.9)	28.3
Excess tax deductions associated with stock-based compensation	0	(2.4)
Net cash provided by (used in) operating activities	108	(55.1)
Cash flows from investing activities:
Acquisition of business, net of cash acquired	0	(88.4)
Change in restricted cash	0	4.7
Additions to property and equipment, net	(30.8)	(22.8)
Capitalization of software and related development costs	(2.8)	(2.7)
Net cash used in investing activities	(33.6)	(109.2)
Cash flows from financing activities:
Borrowings under revolving credit facility	616.2	831.9
Repayments under revolving credit facility	(731.7)	(659)
Payments of financing costs	(1.8)	(1.3)
Payments on capital leases	(1)	(1.2)
Dividends paid	(8.4)	(7.5)
Repurchases of common stock	0	(3.5)
Tax withholdings related to net share settlements of restricted stock units	(3.6)	(5.2)
Excess tax deductions associated with stock-based compensation	0	2.4
Increase in book overdrafts	56.9	12.2
Net cash (used in) provided by financing activities	(73.4)	168.8
Effects of changes in foreign exchange rates	(1.6)	1
Change in cash and cash equivalents	(0.6)	5.5
Cash and cash equivalents, beginning of period	26.4	12.5
Cash and cash equivalents, end of period	25.8	18
Cash paid during the period for:
Income taxes, net	10.3	8.8
Interest	3.1	1.1
Non-cash capital lease obligations incurred	0.6	0.2
Unpaid property and equipment purchases included in accrued liabilities	$ 4.1	$ 1.5

Summary of Company Information

Summary of Company Information	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of Company Information	Summary of Company Information Business Core-Mark Holding Company, Inc., together with its subsidiaries (referred to herein as “the Company” or “Core-Mark”), is one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North America. The Company offers a full range of products, marketing programs and technology solutions to over 41,000 customer locations in the United States (“U.S.”) and Canada. The Company’s customers include traditional convenience stores, drug stores, grocery stores, liquor stores and other specialty and small format stores that carry convenience products. The Company’s product offering includes cigarettes, other tobacco products, candy, snacks, fast food, groceries, fresh products, dairy, bread, beverages, general merchandise and health and beauty care products. The Company operates a network of 31 distribution centers in the U.S. and Canada (excluding two distribution facilities it operates as a third-party logistics provider). Twenty-six distribution centers are located in the U.S. and five are located in Canada.

Basis of Presentation and Princ

Basis of Presentation and Principles of Consolidation	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated balance sheets as of June 30, 2017 , and December 31, 2016 , the unaudited condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016 , and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2017 and 2016 , have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain footnotes and other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted. The unaudited condensed consolidated balance sheet as of December 31, 2016 has been derived from the Company’s audited financial statements, which are included in its 2016 Annual Report on Form 10-K, filed with the SEC on March 1, 2017 . The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements in its Annual Report on Form 10-K, for the year ended December 31, 2016 . The unaudited condensed consolidated interim financial statements include all adjustments necessary for the fair presentation of the Company's consolidated results of operations, financial position, comprehensive income and cash flows. Results for the interim periods are not necessarily indicative of results to be expected for the full year or any other future periods. All intercompany balances and transactions have been eliminated in the unaudited condensed consolidated interim financial statements. During the three months ended September 30, 2016, the Company identified an error in the presentation of borrowings and repayments of the Company’s revolving credit facility in the previously issued condensed consolidated statements of cash flows. The Company corrected the presentation of borrowings and repayments on the revolving credit facility to reflect them on a gross basis, rather than on a net basis, within the financing activities section of the condensed consolidated statements of cash flows. The correction did not change previously reported total cash provided by financing activities. Certain prior period amounts included in the consolidated financial statements have been reclassified to conform to the current period presentation. Adoption of Accounting Pronouncements On March 30, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation: Topic 718: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The Company adopted this pronouncement on a prospective basis effective January 1, 2017. The new guidance simplifies several aspects of how companies account for share-based compensation, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statements of cash flows. ASU 2016-09 was effective for annual periods beginning after December 15, 2016. As a result of the adoption, the Company recognized excess tax benefits in net income of approximately $1.5 million for the six months ended June 30, 2017 . Also as a result of the adoption, excess tax benefits are included in operating activities rather than classified as a financing activity on the statement of cash flows on a prospective basis. The Company will maintain the current policy of estimating forfeitures expected to occur to determine stock-based compensation expense. On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes: Topic 740 . ASU 2015-17 was effective for annual periods beginning after December 15, 2016. The Company adopted this pronouncement on a retrospective basis effective January 1, 2017, and reclassified its consolidated balance sheet to present all deferred income tax assets and liabilities as non-current. As a result of this adoption, amounts previously presented as current deferred income tax assets of $4.7 million as of December 31, 2016, were reclassified to net non-current deferred income tax liabilities. Similarly, amounts previously presented as current deferred income tax liabilities of $0.1 million were reclassified to net non-current deferred income tax assets. Concentration of Credit Risks Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments, accounts receivable and other receivables. The Company places its cash and cash equivalents in short-term instruments with high-quality financial institutions and limits the amount of credit exposure in any one financial instrument. The Company pursues amounts and incentives due from vendors in the normal course of business and is often allowed to deduct these amounts and incentives from payments made to vendors. A credit review is completed for new customers and ongoing credit evaluations of each customer’s financial condition are performed periodically, with reserves maintained for potential credit losses. Credit limits given to customers are based on a risk assessment of their ability to pay and other factors. Accounts receivable are typically not collateralized, but the Company may require prepayments or other guarantees whenever deemed necessary. Murphy U.S.A., the Company's largest customer, accounted for approximately 12.8% , and 12.9% o f the Company’s net sales for the three and six months ended June 30, 2017 , respectively. No other customers accounted for more than 10% of sales for these periods. The Company had two customers during the same periods in 2016 that each accounted for more than 10% of sales. These customers, Murphy U.S.A., and Alimentation Couche-Tard, Inc., together represented approximately 24.6% and 23.3% of the Company's sales for the three and six months ended June 30, 2016 , respectively. No single customer accounted for 10% or more of the Company’s accounts receivables as of June 30, 2017 or December 31, 2016 . Recent Accounting Standards or Updates Not Yet Effective On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: (Topic 606) , to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. This standard is effective for the Company in the first quarter of 2018. The Company currently anticipates adopting this standard using the modified retrospective method. As a result of its preliminary assessment, the Company has identified the following areas of relevance: (i) presentation of excise taxes on a gross or net basis; (ii) capitalization of successful contract costs; (iii) recognition of contract assets and liabilities for certain contracts that are performed but not completed; and (iv) the timing of recognition of variable consideration received from vendors and paid to customers. The new revenue standards are not expected to have a material impact on the amount and timing of revenue recognized in the Company's consolidated financial statements. Once adopted, the Company will provide expanded disclosures regarding the timing and uncertainty of revenue. On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which supersedes existing lease guidance. The new guidance increases transparency by requiring lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet. This standard is effective for annual periods beginning after December 15, 2018, although early adoption is permitted. The Company believes the new standard will have a material impact on its consolidated balance sheets. The Company is currently quantifying the impact and evaluating its approach to adopting ASU 2016-02 on its consolidated financial statements. On November 17, 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The new guidance requires the statements of cash flows to reconcile the changes in the total of cash, cash equivalents, and restricted cash. As a result, transfers between cash and cash equivalents, and restricted cash and restricted cash equivalents will no longer be presented in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017, although early adoption is permitted. As a result of this pronouncement, the Company expects that it will combine its movements of restricted cash, with those of non-restricted cash and cash equivalents, as reflected in the Company’s Consolidated Statements of Cash Flows. On January 26, 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. ASU 2017-04 requires prospective application and is effective for annual periods beginning after December 15, 2019. The Company believes ASU 2017-04 will amend its methodology for determining any goodwill impairment calculations beginning in 2020. On March 10, 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Benefit Cost . The new guidance requires employers that sponsor defined benefit pension and other post-retirement plans to present the service cost component of net benefit cost in the same income statement line item as other employee compensation costs arising from services rendered and that only the service cost component will be eligible for capitalization. The other components of the net periodic benefit cost must be presented separately from the line item that includes the service cost component and outside of the income from operations subtotal. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, although early adoption is permitted. On September 14, 2016, the Board of Directors approved a motion to terminate the Company’s qualified defined-benefit pension plan. The Company expects its pension liabilities will be settled through either lump sum payments or purchased annuities by December 31, 2017. On May 10, 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The new guidance does not change the accounting for modifications but provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. Specifically, modification accounting would not apply if the fair value, vesting conditions, and classification of the award are the same immediately before and after the modification. ASU 2017-09 requires prospective application and is effective for annual periods beginning after December 15, 2017. The Company has determined the adoption of ASU 2017-09 will not have a material impact on its consolidated financial statements and related disclosures.

Inventories, net

Inventories, net	6 Months Ended
	Jun. 30, 2017
Inventory Disclosure [Abstract]
Inventories, net	Inventories, net Inventories consist of the following (in millions): June 30, December 31, Inventories at FIFO, net of reserves $ 669.1 $ 727.0 Less: LIFO reserve (139.2 ) (130.4 ) Total inventories at LIFO, net of reserves $ 529.9 $ 596.6 Cost of goods sold reflects the application of the last-in, first-out (“LIFO”) method of valuing inventories in the U.S. based upon estimated annual producer price indexes. Inventories in Canada are valued on a first-in, first-out (“FIFO”) basis, as LIFO is not a permitted inventory valuation method in Canada. During periods of rising prices, the LIFO method of costing inventories generally results in higher current costs being charged against income while lower costs are retained in inventories. Conversely, during periods of decreasing prices, the LIFO method of costing inventories generally results in lower current costs being charged against income and higher stated inventories. If the FIFO method had been used for valuing inventories in the U.S., inventories would have been approximately $139.2 million and $130.4 million higher as of June 30, 2017 and December 31, 2016, respectively. The Company recorded LIFO expense of $4.6 million and $2.9 million for the three months ended June 30, 2017 and 2016 , respectively, and $8.8 million and $6.3 million for the six months ended June 30, 2017 and 2016 , respectively.

Long-term Debt

Long-term Debt	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Long-term Debt	Long-term Debt Long-term debt consists of the following (in millions): June 30, December 31, Amounts borrowed under Credit Facility $ 220.5 $ 336.0 Obligations under capital leases 11.0 11.7 Total long-term debt $ 231.5 $ 347.7 The Company has a revolving credit facility (“Credit Facility”) with a capacity of $750 million , as of June 30, 2017 , limited by a borrowing base consisting of eligible accounts receivable and inventories. On March 28, 2017 , the Company entered into a tenth amendment to the Credit Facility (the "Tenth amendment"), which increased the size of the Credit Facility from $600 million to $750 million and extended the maturity of the facility to March 2022 . The Credit Facility has an expansion feature, which can be increased up to an additional $200 million . All obligations under the Credit Facility are secured by first priority liens on substantially all of the Company’s present and future assets. The terms of the Credit Facility permit prepayment without penalty at any time (subject to customary breakage costs with respect to London Interbank Offer Rate ("LIBOR") or Canadian Dollar Offer Rate ("CDOR") based loans prepaid prior to the end of an interest period. This is subject to the same borrowing base limitations as the Ninth amendment. The Company incurred fees of approximately $1.8 million in connection with the Tenth amendment. Amounts borrowed, outstanding letters of credit and amounts available to borrow, net of certain reserves required under the Credit Facility, were as follows (in millions): June 30, December 31, Amounts borrowed $ 220.5 $ 336.0 Outstanding letters of credit 14.2 17.4 Amounts available to borrow (1) 407.8 224.8 ___________________________________________ (1) Excluding expansion features as of June 30, 2017 and December 31, 2016 of $200 million and $100 million , respectively. Average borrowings during the three and six months ended June 30, 2017 were $223.7 million and $253.6 million , respectively, with amounts borrowed at any one time outstanding ranging from $165.0 million to $336.0 million . For the three and six months ended June 30, 2016 , average borrowings were $109.6 million and $93.8 million , respectively, with amounts borrowed at any one time outstanding, ranging from zero to $220.0 million . The weighted-average interest rate on the Credit Facility for the three and six months ended June 30, 2017 were 2.3% and 2.1% , respectively, compared to 1.7% and 1.8% , respectively, for the same periods in 2016 . The weighted-average interest rate is calculated based on the daily cost of borrowing, reflecting a blend of prime and LIBOR rates. The Company paid fees for unused facility and letter of credit participation, which are included in interest expense, of $0.4 million and $0.6 million during the three and six months ended June 30, 2017 , and $0.2 million and $0.4 million during the three and six months ended June 30, 2016 , respectively. The Company recorded charges related to amortization of debt issuance costs, which are included in interest expense, of $0.2 million and $0.4 million for the three and six months ended June 30, 2017 , respectively, compared to $0.1 million and $0.2 million for the three months and six months ended June 30, 2016 , respectively. Unamortized debt issuance costs were $3.7 million and $2.3 million as of June 30, 2017 and December 31, 2016 , respectively.

Contingencies

Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies Litigation The Company is subject to certain legal proceedings, claims, investigations and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any, are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. In the opinion of management, the outcome of pending litigation is not expected to have a material effect on the Company's results of operations or financial condition.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s effective tax rate was 38.4% and 25.6% for the three and six months ended June 30, 2017 , respectively, compared to 38.3% and 38.2% for the same periods in 2016. The effective tax rate for the six months ended June 30, 2017 included benefits of $1.5 million related to excess tax benefits from share-based award payments which were recognized under ASU 2016-09. There were no such benefits recognized for the three months ended June 30, 2017 or for the three and six months ended June 30, 2016 . The total gross amount of unrecognized tax benefits related to federal, state and foreign taxes was approximately $0.2 million for both June 30, 2017 and December 31, 2016 , all of which would impact the Company’s effective tax rate, if recognized. The expiration of the statute of limitations for certain tax positions in future years could result in all of the $0.2 million of unrecognized tax benefits being recognized through June 30, 2018 . The Company files U.S. federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2013 to 2016 tax years remain subject to examination by federal and state authorities. The 2012 tax year is still open for certain state tax authorities. The 2009 to 2016 tax years remain subject to examination by the tax authorities in Canada.

Employee Benefit Plans

Employee Benefit Plans	6 Months Ended
	Jun. 30, 2017
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans The Company sponsored a qualified defined-benefit pension plan and a post-retirement benefit plan (collectively, “the Pension Plans”). The Pension Plans were frozen as of September 30, 1986, and since then there have been no new entrants to the Pension Plans. On September 14, 2016, the Board of Directors approved the termination of the Company’s qualified defined-benefit pension plan. The Company expects its pension liabilities will be settled through either lump sum payments or purchased annuities by December 31, 2017. At settlement, the Company expects to recognize a non-cash charge related to unrecognized actuarial losses in accumulated other comprehensive income (loss) estimated to be between $17.0 million and $19.0 million . Settling the plan will eliminate cash contributions, lower future expenses and eliminate the risk of rising Pension Benefit Guaranty Corporation premiums. The following table provides the components of the net periodic benefit cost of the qualified defined-benefit pension plan (in millions): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 PENSION BENEFITS COST Interest cost $ 0.3 $ 0.3 $ 0.6 $ 0.6 Expected return on plan assets (0.2 ) (0.5 ) (0.4 ) (1.0 ) Amortization of net actuarial loss 0.2 0.2 0.4 0.4 Net periodic benefit cost $ 0.3 $ — $ 0.6 $ — The Company incurred less than $0.1 million in net periodic benefit costs related to the post-retirement benefit plan for the three and six months ended June 30, 2017 and 2016 . The Company made no contributions to the Pension Plans during the three and six months ended June 30, 2017 and June 30, 2016 . During the remainder of 2017 , the Company expects to contribute a total of $0.2 million to the post-retirement benefit plan and between $4.0 million to $6.0 million to the defined-benefit pension plan, primarily as a result of the expected termination of the plan.

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share The following table sets forth the computation of basic and diluted net income per common share (dollars and shares in millions, except per share amounts): Three Months Ended June 30, 2017 2016 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 6.9 46.3 $ 0.15 $ 16.3 46.3 $ 0.35 Effect of dilutive common share equivalents: Restricted stock units — — — — 0.1 — Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 6.9 46.4 $ 0.15 $ 16.3 46.5 $ 0.35 ___________________________________________ (1) Basic and diluted earnings per share are calculated based on unrounded actual amounts. Six Months Ended June 30, 2017 2016 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 9.0 46.3 $ 0.20 $ 22.0 46.3 $ 0.47 Effect of dilutive common share equivalents: Restricted stock units — — — — 0.1 — Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 9.0 46.4 $ 0.20 $ 22.0 46.5 $ 0.47 ___________________________________________ (1) Basic and diluted earnings per share are calculated based on unrounded actual amounts. The number of unvested common shares that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive were 157,118 and 279,198 , respectively, for the three and six months ended June 30, 2017 and 17,974 and 293,240 , respectively, for the same periods in 2016 .

Stock-based Compensation Plans

Stock-based Compensation Plans	6 Months Ended
	Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Compensation Plans	Stock-based Compensation Plans Grant Activities During the six months ended June 30, 2017 and 2016 , the Company granted 167,586 and 117,620 restricted stock units to employees and non-employee directors under the 2010 Long-Term Incentive Plan at a weighted-average grant date fair value of $38.77 and $38.36 , respectively. For the six months ended June 30, 2017 , the Company granted 126,220 performance-based shares to certain of its employees at a weighted-average grant date fair value of $39.34 . The 126,220 performance shares represent the maximum number that can be earned. The number of performance shares that employees ultimately earn will be based on the Company’s achievement of certain specified performance targets for the full year of 2017 , to be measured in early 2018 . For the six months ended June 30, 2016 , the Company granted 156,572 performance-based shares to certain of its employees at a weighted-average grant date fair value of $38.47 , of which none were ultimately earned and the shares have been canceled. Stock-based Compensation Cost Total stock-based compensation cost recognized in the unaudited condensed consolidated statements of operations as a component of selling, general and administrative expenses was $1.2 million and $1.7 million for the three months ended June 30, 2017 and 2016 , respectively. During the six months ended June 30, 2017 and 2016 , the Company recognized stock-based compensation cost of $2.3 million and $3.6 million , respectively. Total unrecognized compensation cost related to unvested share-based compensation arrangements was $12.1 million at June 30, 2017 , which is expected to be recognized over a weighted-average period of 1.9 years. Total unrecognized compensation cost may be adjusted for any unearned performance shares or forfeited shares.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Dividends The Board of Directors approved the following cash dividends in 2017 (in millions, except per share data): Declaration Date Dividends Per Share Record Date Cash Payment Amount Payment Date February 28, 2017 $0.09 March 13, 2017 $4.2 March 28, 2017 May 8, 2017 $0.09 May 25, 2017 $4.2 June 22, 2017 August 7, 2017 $0.09 August 29, 2017 N/A (1) September 15, 2017 ___________________________________________ (1) Amount will be determined based on common stock outstanding as of the record date. Repurchase of Common Stock The Company’s Board of Directors authorized a share repurchase program that may be discontinued or amended at any time. The program will expire when the amount authorized has been expended or the Board of Directors withdraws its authorization. During the three and six months ended June 30, 2017 , no shares of common stock were repurchased under the share repurchase program. During the three months ended June 30, 2016 , the Company repurchased 43,682 shares of common stock under the share repurchase program at an average price of $40.05 per share for a total cost of $1.7 million . During the six months ended June 30, 2016 , the Company repurchased 88,916 shares of common stock under the share repurchase program at an average price of $39.36 per share for a total cost of $3.5 million . As of June 30, 2017 , the Company had approximately $2.6 million available for future share repurchases under the program.

Segment and Geographic Informat

Segment and Geographic Information	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
Segment and Geographic Information	Segment and Geographic Information The Company identifies its operating segments based primarily on the way the Chief Operating Decision Maker (“CODM”) evaluates performance and makes decisions. From the perspective of the CODM, the Company is engaged primarily in the business of distributing packaged consumer products to convenience retail stores in the U.S. and Canada, which consists of customers that have similar characteristics. Therefore, the Company has determined that it has two operating segments, U.S. and Canada that aggregate to one reportable segment. Additionally, the Company presents its segment reporting information based on business operations for each of the two geographic areas in which it operates and also by major product category. Information about the Company’s business operations based on geographic areas is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net sales: United States $ 3,445.2 $ 3,307.1 $ 6,635.3 $ 6,043.3 Canada 347.5 373.1 650.6 642.5 Corporate (1) 8.0 7.2 19.0 12.9 Total $ 3,800.7 $ 3,687.4 $ 7,304.9 $ 6,698.7 Income (loss) before income taxes: United States $ 12.6 $ 29.4 $ 15.6 $ 34.3 Canada 2.4 1.3 4.1 1.1 Corporate (2) (3.8 ) (4.3 ) (7.6 ) 0.2 Total $ 11.2 $ 26.4 $ 12.1 $ 35.6 Interest expense: United States $ 10.6 $ 10.2 $ 21.5 $ 19.8 Canada 0.2 0.2 0.5 0.5 Corporate (3) (8.8 ) (9.4 ) (18.0 ) (18.5 ) Total $ 2.0 $ 1.0 $ 4.0 $ 1.8 Depreciation and amortization: United States $ 8.7 $ 7.4 $ 17.4 $ 14.8 Canada 0.6 0.7 1.2 1.2 Corporate (4) 2.9 2.1 5.7 3.8 Total $ 12.2 $ 10.2 $ 24.3 $ 19.8 Capital expenditures: United States $ 16.5 $ 13.3 $ 29.9 $ 21.8 Canada 0.6 0.7 0.9 1.0 Total $ 17.1 $ 14.0 $ 30.8 $ 22.8 ___________________________________________ (1) Consists primarily of external sales made by the Company’s consolidating warehouses, management service fee revenue, allowance for sales returns and certain other sales adjustments. (2) Consists primarily of expenses and other income, such as corporate incentives and salaries, LIFO expense, health care costs, insurance and workers’ compensation adjustments, elimination of overhead allocations and foreign exchange gains or losses. (3) Consists primarily of intercompany eliminations for interest. (4) Consists primarily of depreciation for the consolidation centers and amortization of intangible assets. Identifiable assets by geographic area are as follows (in millions): June 30, December 31, Identifiable assets: United States $ 1,366.6 $ 1,312.5 Canada 119.3 179.7 Total $ 1,485.9 $ 1,492.2 The net sales mix for the Company’s primary product categories is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Product Category Net Sales Net Sales Net Sales Net Sales Cigarettes $ 2,666.2 $ 2,631.1 $ 5,152.9 $ 4,745.7 Food (1) 363.3 357.0 698.3 659.6 Fresh (1) 102.5 97.2 200.1 182.9 Candy 199.5 159.6 352.2 300.3 Other tobacco products 303.2 285.0 581.9 522.5 Health, beauty & general 118.0 106.8 236.1 202.5 Beverages 48.4 49.5 83.9 83.8 Equipment/other (0.4 ) 1.2 (0.5 ) 1.4 Total food/non-food products 1,134.5 1,056.3 2,152.0 1,953.0 Total net sales $ 3,800.7 $ 3,687.4 $ 7,304.9 $ 6,698.7 _____________________________________________ (1) In the third quarter of 2016, Fresh as a category was separated from the Food category to better highlight the growth in the Fresh category. The 2016 presentation has been restated to reflect these changes.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Acquisition of Farner-Bocken Company On July 10, 2017 , the Company completed the acquisition of substantially all of the assets of Farner-Bocken Company ("Farner-Bocken"), a regional convenience wholesaler headquartered in Carroll, Iowa. The acquisition will increase the Company’s market presence primarily in the Midwestern U.S. and will further enhance the Company’s ability to cost effectively service national and regional retailers. The acquisition will be accounted for as a business combination in accordance with ASC 805 - Business Combinations . The total purchase consideration was approximately $174.0 million , which was paid at closing and funded through borrowings under the Company's revolving credit facility. As a result of the acquisition, the number of customer locations the Company services will increase by approximately 5,100 .

Basis of Presentation and Pri19

Basis of Presentation and Principles of Consolidation (Policies)	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Accounting	The accompanying unaudited condensed consolidated balance sheets as of June 30, 2017 , and December 31, 2016 , the unaudited condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016 , and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2017 and 2016 , have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain footnotes and other financial information that are normally required by generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted. The unaudited condensed consolidated balance sheet as of December 31, 2016 has been derived from the Company’s audited financial statements, which are included in its 2016 Annual Report on Form 10-K, filed with the SEC on March 1, 2017 . The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements in its Annual Report on Form 10-K, for the year ended December 31, 2016 . The unaudited condensed consolidated interim financial statements include all adjustments necessary for the fair presentation of the Company's consolidated results of operations, financial position, comprehensive income and cash flows. Results for the interim periods are not necessarily indicative of results to be expected for the full year or any other future periods.
Principles of Consolidation	All intercompany balances and transactions have been eliminated in the unaudited condensed consolidated interim financial statements.
Adoption of Accounting Pronouncements and Recent Accounting Standards or Updates Not Yet Effective	On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: (Topic 606) , to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. This standard is effective for the Company in the first quarter of 2018. The Company currently anticipates adopting this standard using the modified retrospective method. As a result of its preliminary assessment, the Company has identified the following areas of relevance: (i) presentation of excise taxes on a gross or net basis; (ii) capitalization of successful contract costs; (iii) recognition of contract assets and liabilities for certain contracts that are performed but not completed; and (iv) the timing of recognition of variable consideration received from vendors and paid to customers. The new revenue standards are not expected to have a material impact on the amount and timing of revenue recognized in the Company's consolidated financial statements. Once adopted, the Company will provide expanded disclosures regarding the timing and uncertainty of revenue. On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which supersedes existing lease guidance. The new guidance increases transparency by requiring lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet. This standard is effective for annual periods beginning after December 15, 2018, although early adoption is permitted. The Company believes the new standard will have a material impact on its consolidated balance sheets. The Company is currently quantifying the impact and evaluating its approach to adopting ASU 2016-02 on its consolidated financial statements. On November 17, 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The new guidance requires the statements of cash flows to reconcile the changes in the total of cash, cash equivalents, and restricted cash. As a result, transfers between cash and cash equivalents, and restricted cash and restricted cash equivalents will no longer be presented in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017, although early adoption is permitted. As a result of this pronouncement, the Company expects that it will combine its movements of restricted cash, with those of non-restricted cash and cash equivalents, as reflected in the Company’s Consolidated Statements of Cash Flows. On January 26, 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The new guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. ASU 2017-04 requires prospective application and is effective for annual periods beginning after December 15, 2019. The Company believes ASU 2017-04 will amend its methodology for determining any goodwill impairment calculations beginning in 2020. On March 10, 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Benefit Cost . The new guidance requires employers that sponsor defined benefit pension and other post-retirement plans to present the service cost component of net benefit cost in the same income statement line item as other employee compensation costs arising from services rendered and that only the service cost component will be eligible for capitalization. The other components of the net periodic benefit cost must be presented separately from the line item that includes the service cost component and outside of the income from operations subtotal. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, although early adoption is permitted. On September 14, 2016, the Board of Directors approved a motion to terminate the Company’s qualified defined-benefit pension plan. The Company expects its pension liabilities will be settled through either lump sum payments or purchased annuities by December 31, 2017. On May 10, 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The new guidance does not change the accounting for modifications but provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. Specifically, modification accounting would not apply if the fair value, vesting conditions, and classification of the award are the same immediately before and after the modification. ASU 2017-09 requires prospective application and is effective for annual periods beginning after December 15, 2017. The Company has determined the adoption of ASU 2017-09 will not have a material impact on its consolidated financial statements and related disclosures. On March 30, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation: Topic 718: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The Company adopted this pronouncement on a prospective basis effective January 1, 2017. The new guidance simplifies several aspects of how companies account for share-based compensation, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statements of cash flows. ASU 2016-09 was effective for annual periods beginning after December 15, 2016. As a result of the adoption, the Company recognized excess tax benefits in net income of approximately $1.5 million for the six months ended June 30, 2017 . Also as a result of the adoption, excess tax benefits are included in operating activities rather than classified as a financing activity on the statement of cash flows on a prospective basis. The Company will maintain the current policy of estimating forfeitures expected to occur to determine stock-based compensation expense. On November 20, 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes: Topic 740 . ASU 2015-17 was effective for annual periods beginning after December 15, 2016. The Company adopted this pronouncement on a retrospective basis effective January 1, 2017, and reclassified its consolidated balance sheet to present all deferred income tax assets and liabilities as non-current. As a result of this adoption, amounts previously presented as current deferred income tax assets of $4.7 million as of December 31, 2016, were reclassified to net non-current deferred income tax liabilities. Similarly, amounts previously presented as current deferred income tax liabilities of $0.1 million were reclassified to net non-current deferred income tax assets.
Concentration of Credit Risks	Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash investments, accounts receivable and other receivables. The Company places its cash and cash equivalents in short-term instruments with high-quality financial institutions and limits the amount of credit exposure in any one financial instrument. The Company pursues amounts and incentives due from vendors in the normal course of business and is often allowed to deduct these amounts and incentives from payments made to vendors. A credit review is completed for new customers and ongoing credit evaluations of each customer’s financial condition are performed periodically, with reserves maintained for potential credit losses. Credit limits given to customers are based on a risk assessment of their ability to pay and other factors. Accounts receivable are typically not collateralized, but the Company may require prepayments or other guarantees whenever deemed necessary.

Inventories, net (Tables)

Inventories, net (Tables)	6 Months Ended
	Jun. 30, 2017
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consist of the following (in millions): June 30, December 31, Inventories at FIFO, net of reserves $ 669.1 $ 727.0 Less: LIFO reserve (139.2 ) (130.4 ) Total inventories at LIFO, net of reserves $ 529.9 $ 596.6

Long-term Debt (Tables)

Long-term Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Long-term debt consists of the following (in millions): June 30, December 31, Amounts borrowed under Credit Facility $ 220.5 $ 336.0 Obligations under capital leases 11.0 11.7 Total long-term debt $ 231.5 $ 347.7 Amounts borrowed, outstanding letters of credit and amounts available to borrow, net of certain reserves required under the Credit Facility, were as follows (in millions): June 30, December 31, Amounts borrowed $ 220.5 $ 336.0 Outstanding letters of credit 14.2 17.4 Amounts available to borrow (1) 407.8 224.8 ___________________________________________ (1) Excluding expansion features as of June 30, 2017 and December 31, 2016 of $200 million and $100 million , respectively.

Employee Benefit Plans (Tables)

Employee Benefit Plans (Tables)	6 Months Ended
	Jun. 30, 2017
Retirement Benefits [Abstract]
Schedule of Defined Benefit Plans Disclosures	The following table provides the components of the net periodic benefit cost of the qualified defined-benefit pension plan (in millions): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 PENSION BENEFITS COST Interest cost $ 0.3 $ 0.3 $ 0.6 $ 0.6 Expected return on plan assets (0.2 ) (0.5 ) (0.4 ) (1.0 ) Amortization of net actuarial loss 0.2 0.2 0.4 0.4 Net periodic benefit cost $ 0.3 $ — $ 0.6 $ —

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Computation of basic and diluted net earnings per share	The following table sets forth the computation of basic and diluted net income per common share (dollars and shares in millions, except per share amounts): Three Months Ended June 30, 2017 2016 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 6.9 46.3 $ 0.15 $ 16.3 46.3 $ 0.35 Effect of dilutive common share equivalents: Restricted stock units — — — — 0.1 — Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 6.9 46.4 $ 0.15 $ 16.3 46.5 $ 0.35 ___________________________________________ (1) Basic and diluted earnings per share are calculated based on unrounded actual amounts. Six Months Ended June 30, 2017 2016 Net Income Weighted-Average Net Income Per Common Share Net Income Weighted-Average Net Income Per Common Share Basic EPS (1) $ 9.0 46.3 $ 0.20 $ 22.0 46.3 $ 0.47 Effect of dilutive common share equivalents: Restricted stock units — — — — 0.1 — Performance shares — 0.1 — — 0.1 — Diluted EPS (1) $ 9.0 46.4 $ 0.20 $ 22.0 46.5 $ 0.47 ___________________________________________ (1) Basic and diluted earnings per share are calculated based on unrounded actual amounts.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Schedule of Dividends	The Board of Directors approved the following cash dividends in 2017 (in millions, except per share data): Declaration Date Dividends Per Share Record Date Cash Payment Amount Payment Date February 28, 2017 $0.09 March 13, 2017 $4.2 March 28, 2017 May 8, 2017 $0.09 May 25, 2017 $4.2 June 22, 2017 August 7, 2017 $0.09 August 29, 2017 N/A (1) September 15, 2017 ___________________________________________ (1) Amount will be determined based on common stock outstanding as of the record date.

Segment and Geographic Inform25

Segment and Geographic Information (Tables)	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
Information about business operations and identifiable assets by geographic areas	Information about the Company’s business operations based on geographic areas is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net sales: United States $ 3,445.2 $ 3,307.1 $ 6,635.3 $ 6,043.3 Canada 347.5 373.1 650.6 642.5 Corporate (1) 8.0 7.2 19.0 12.9 Total $ 3,800.7 $ 3,687.4 $ 7,304.9 $ 6,698.7 Income (loss) before income taxes: United States $ 12.6 $ 29.4 $ 15.6 $ 34.3 Canada 2.4 1.3 4.1 1.1 Corporate (2) (3.8 ) (4.3 ) (7.6 ) 0.2 Total $ 11.2 $ 26.4 $ 12.1 $ 35.6 Interest expense: United States $ 10.6 $ 10.2 $ 21.5 $ 19.8 Canada 0.2 0.2 0.5 0.5 Corporate (3) (8.8 ) (9.4 ) (18.0 ) (18.5 ) Total $ 2.0 $ 1.0 $ 4.0 $ 1.8 Depreciation and amortization: United States $ 8.7 $ 7.4 $ 17.4 $ 14.8 Canada 0.6 0.7 1.2 1.2 Corporate (4) 2.9 2.1 5.7 3.8 Total $ 12.2 $ 10.2 $ 24.3 $ 19.8 Capital expenditures: United States $ 16.5 $ 13.3 $ 29.9 $ 21.8 Canada 0.6 0.7 0.9 1.0 Total $ 17.1 $ 14.0 $ 30.8 $ 22.8 ___________________________________________ (1) Consists primarily of external sales made by the Company’s consolidating warehouses, management service fee revenue, allowance for sales returns and certain other sales adjustments. (2) Consists primarily of expenses and other income, such as corporate incentives and salaries, LIFO expense, health care costs, insurance and workers’ compensation adjustments, elimination of overhead allocations and foreign exchange gains or losses. (3) Consists primarily of intercompany eliminations for interest. (4) Consists primarily of depreciation for the consolidation centers and amortization of intangible assets. Identifiable assets by geographic area are as follows (in millions): June 30, December 31, Identifiable assets: United States $ 1,366.6 $ 1,312.5 Canada 119.3 179.7 Total $ 1,485.9 $ 1,492.2
Net sales mix for primary product categories	The net sales mix for the Company’s primary product categories is as follows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Product Category Net Sales Net Sales Net Sales Net Sales Cigarettes $ 2,666.2 $ 2,631.1 $ 5,152.9 $ 4,745.7 Food (1) 363.3 357.0 698.3 659.6 Fresh (1) 102.5 97.2 200.1 182.9 Candy 199.5 159.6 352.2 300.3 Other tobacco products 303.2 285.0 581.9 522.5 Health, beauty & general 118.0 106.8 236.1 202.5 Beverages 48.4 49.5 83.9 83.8 Equipment/other (0.4 ) 1.2 (0.5 ) 1.4 Total food/non-food products 1,134.5 1,056.3 2,152.0 1,953.0 Total net sales $ 3,800.7 $ 3,687.4 $ 7,304.9 $ 6,698.7 _____________________________________________ (1) In the third quarter of 2016, Fresh as a category was separated from the Food category to better highlight the growth in the Fresh category. The 2016 presentation has been restated to reflect these changes.

Summary of Company Information

Summary of Company Information (Details) location in Thousands	Jun. 30, 2017centerlocationfacility
Revenue from External Customer [Line Items]
Number of customer locations | location	41
Number of distribution centers	31
Number of distribution facilities operating as a third party logistics provider | facility	2
United States
Revenue from External Customer [Line Items]
Number of distribution centers	26
Canada
Revenue from External Customer [Line Items]
Number of distribution centers	5

Basis of Presentation and Pri27

Basis of Presentation and Principles of Consolidation - Concentration of Credit Risks (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Concentration Risk [Line Items]
Excess tax benefits	$ 0	$ 0	$ 1,500,000	$ 0
Sales | Customer Concentration Risk | Murphy USA
Concentration Risk [Line Items]
Major customer percentage of net sales	12.80%		12.90%
Sales | Customer Concentration Risk | Alimentation Couche-Tard, Inc and Murphy USA
Concentration Risk [Line Items]
Major customer percentage of net sales		24.60%		23.30%
Accounting Standards Update 2016-09
Concentration Risk [Line Items]
Excess tax benefits			$ 1,500,000
Accounting Standards Update 2015-17
Concentration Risk [Line Items]
Current deferred income tax assets					$ (4,700,000)
Current deferred income tax liabilities					(100,000)
Non-current deferred income tax liabilities					4,700,000
Net non-current deferred income tax assets					$ 100,000

Inventories, net (Details)

Inventories, net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Inventory [Line Items]
Inventories at FIFO, net of reserves	$ 669.1		$ 669.1		$ 727
Less: LIFO reserve	(139.2)		(139.2)		(130.4)
Total inventories at LIFO, net of reserves	529.9		529.9		596.6
LIFO expense	4.6	$ 2.9	8.8	$ 6.3
United States
Inventory [Line Items]
Less: LIFO reserve	$ (139.2)		$ (139.2)		$ (130.4)

Long-term Debt (Details)

Long-term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Amounts borrowed	$ 231.5	$ 347.7
Revolving Credit Facility
Debt Instrument [Line Items]
Amounts borrowed	220.5	336
Outstanding letters of credit	14.2	17.4
Amounts available to borrow	407.8	224.8
Obligations under capital leases
Debt Instrument [Line Items]
Amounts borrowed	$ 11	$ 11.7

Long-term Debt - Narrative (Det

Long-term Debt - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Mar. 28, 2017	Mar. 27, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 200,000	$ 100,000	$ 400,000	$ 200,000
Unamortized debt issuance costs	3,700,000		3,700,000				$ 2,300,000
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, average borrowings	$ 223,700,000	$ 109,600,000	253,600,000	93,800,000
Minimum amount borrowed at any one time outstanding			165,000,000	0
Maximum amount borrow at any one time outstanding			$ 336,000,000	$ 220,000,000
Revolving credit facility, weighted-average interest rate	2.30%	1.70%	2.10%	1.80%
Total unused facility fees and letter of credit participation fees	$ 400,000	$ 200,000	$ 600,000	$ 400,000
Revolving Credit Facility | Tenth Amendment
Debt Instrument [Line Items]
Revolving credit facility, maximum borrowing capacity	750,000,000		750,000,000
Revolving credit facility, potential additional borrowing capacity	$ 200,000,000		$ 200,000,000
Incurred fees in connection with the Tenth Amendment					$ 1,800,000
Revolving Credit Facility | Ninth Amendment
Debt Instrument [Line Items]
Revolving credit facility, maximum borrowing capacity						$ 600,000,000
Revolving credit facility, potential additional borrowing capacity							$ 100,000,000

Income Taxes Income Taxes - Nar

Income Taxes Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Effective income tax rate	38.40%	38.30%	25.60%	38.20%
Excess tax benefits	$ 0	$ 0	$ 1,500,000	$ 0
Total gross amount of unrecognized tax benefits that would impact effective tax rate	$ 200,000		200,000		$ 200,000
Unrecognized tax benefits, reduction resulting from lapse of applicable statute of limitations			$ 200,000

Employee Benefit Plans - Narrat

Employee Benefit Plans - Narrative (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017USD ($)entrant	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)entrant	Jun. 30, 2016USD ($)	Dec. 31, 2017USD ($)
Defined Benefit Plan Disclosure [Line Items]
Number of new entrants after pension plans were frozen | entrant	0		0
Minimum | Forecast
Defined Benefit Plan Disclosure [Line Items]
Unrecognized actuarial losses					$ 17,000,000
Maximum | Forecast
Defined Benefit Plan Disclosure [Line Items]
Unrecognized actuarial losses					19,000,000
Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Net period benefit costs (less than)	$ 100,000	$ 100,000	$ 100,000	$ 100,000
Expected employer contributions for current year	200,000		200,000
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Net period benefit costs (less than)	300,000	0	600,000	0
Employer contributions to the pension plans	$ 0	$ 0	$ 0	$ 0
Pension Benefits | Minimum | Forecast
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefits					4,000,000
Pension Benefits | Maximum | Forecast
Defined Benefit Plan Disclosure [Line Items]
Accumulated benefits					$ 6,000,000

Employee Benefit Plans - Compon

Employee Benefit Plans - Components of Net Periodic Costs (Details) - Pension Benefits - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 0.3	$ 0.3	$ 0.6	$ 0.6
Expected return on plan assets	(0.2)	(0.5)	(0.4)	(1)
Amortization of net actuarial loss	0.2	0.2	0.4	0.4
Net periodic benefit cost	$ 0.3	$ 0	$ 0.6	$ 0

Earnings Per Share - Computatio

Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income, basic EPS	$ 6.9	$ 16.3	$ 9	$ 22
Basic weighted-average shares (in shares)	46.3	46.3	46.3	46.3
Basic net income per common share (in dollars per share)	$ 0.15	$ 0.35	$ 0.20	$ 0.47
Effect of dilutive common share equivalents:
Net Income, diluted EPS	$ 6.9	$ 16.3	$ 9	$ 22
Diluted weighted-average shares (in shares)	46.4	46.5	46.4	46.5
Diluted net income per common share (in dollars per share)	$ 0.15	$ 0.35	$ 0.20	$ 0.47
Restricted Stock Units
Effect of dilutive common share equivalents:
Incremental common shares attributable to share-based payment arrangements (in shares)	0	0.1	0	0.1
Net income per common share, share-based payment arrangements (in dollars per share)	$ 0	$ 0	$ 0	$ 0
Performance Shares
Effect of dilutive common share equivalents:
Incremental common shares attributable to share-based payment arrangements (in shares)	0.1	0.1	0.1	0.1
Net income per common share, share-based payment arrangements (in dollars per share)	$ 0	$ 0	$ 0	$ 0

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share [Abstract]
Anti-dilutive securities not included in the computation of diluted earnings per share (in shares)	157,118	17,974	279,198	293,240

Stock-based Compensation Plans

Stock-based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation cost	$ 1.2	$ 1.7	$ 2.3	$ 3.6
Total unrecognized compensation cost related to non-vested share-based compensation arrangements	$ 12.1		$ 12.1
Compensation cost not yet recognized, period for recognition			1 year 11 months 2 days
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, number of shares (in shares)			167,586	117,620
Grants in period, weighted average grant date fair value (in dollars per share)			$ 38.77	$ 38.36
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, number of shares (in shares)			126,220	156,572
Grants in period, weighted average grant date fair value (in dollars per share)			$ 39.34	$ 38.47
Shares earned (in shares)				0

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 07, 2017	Jun. 22, 2017	May 08, 2017	Mar. 28, 2017	Feb. 28, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Subsequent Event [Line Items]
Dividends per share (in dollars per share)			$ 0.09		$ 0.09	$ 0.09	$ 0.08	$ 0.18	$ 0.16
Cash payment amount		$ 4.2		$ 4.2				$ 8.4	$ 7.5
Common stock repurchased, number of shares repurchased (in shares)						0	43,682	0	88,916
Common stock repurchased, average price per share (in dollars per share)							$ 40.05		$ 39.36
Common stock repurchased, total repurchase costs							$ 1.7		$ 3.5
Common stock available for future share repurchases, amount						$ 2.6		$ 2.6
Subsequent Event
Subsequent Event [Line Items]
Dividends per share (in dollars per share)	$ 0.09

Segment and Geographic Inform38

Segment and Geographic Information - Narrative (Details)	6 Months Ended
	Jun. 30, 2017SegmentArea
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	1
Number of geographic operating areas | Area	2

Segment and Geographic Inform39

Segment and Geographic Information - Information by Geographic Areas (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Segment Reporting Information [Line Items]
Net sales	$ 3,800.7	$ 3,687.4	$ 7,304.9	$ 6,698.7
Income (loss) before income taxes	11.2	26.4	12.1	35.6
Interest expense	2	1	4	1.8
Depreciation and amortization	12.2	10.2	24.3	19.8
Capital expenditures	17.1	14	30.8	22.8
Operating Segment | United States Segment
Segment Reporting Information [Line Items]
Net sales	3,445.2	3,307.1	6,635.3	6,043.3
Income (loss) before income taxes	12.6	29.4	15.6	34.3
Interest expense	10.6	10.2	21.5	19.8
Depreciation and amortization	8.7	7.4	17.4	14.8
Capital expenditures	16.5	13.3	29.9	21.8
Operating Segment | Canada Segment
Segment Reporting Information [Line Items]
Net sales	347.5	373.1	650.6	642.5
Income (loss) before income taxes	2.4	1.3	4.1	1.1
Interest expense	0.2	0.2	0.5	0.5
Depreciation and amortization	0.6	0.7	1.2	1.2
Capital expenditures	0.6	0.7	0.9	1
Corporate
Segment Reporting Information [Line Items]
Net sales	8	7.2	19	12.9
Income (loss) before income taxes	(3.8)	(4.3)	(7.6)	0.2
Interest expense	(8.8)	(9.4)	(18)	(18.5)
Depreciation and amortization	$ 2.9	$ 2.1	$ 5.7	$ 3.8

Segment and Geographic Inform40

Segment and Geographic Information - Identifiable Assets (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Identifiable assets:
Identifiable assets	$ 1,485.9	$ 1,492.2
United States
Identifiable assets:
Identifiable assets	1,366.6	1,312.5
Canada
Identifiable assets:
Identifiable assets	$ 119.3	$ 179.7

Segment and Geographic Inform41

Segment and Geographic Information - Net Sales Mix By Primary Product Categories (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenue from External Customer [Line Items]
Net sales	$ 3,800.7	$ 3,687.4	$ 7,304.9	$ 6,698.7
Cigarettes
Revenue from External Customer [Line Items]
Net sales	2,666.2	2,631.1	5,152.9	4,745.7
Food
Revenue from External Customer [Line Items]
Net sales	363.3	357	698.3	659.6
Fresh
Revenue from External Customer [Line Items]
Net sales	102.5	97.2	200.1	182.9
Candy
Revenue from External Customer [Line Items]
Net sales	199.5	159.6	352.2	300.3
Other tobacco products
Revenue from External Customer [Line Items]
Net sales	303.2	285	581.9	522.5
Health, beauty & general
Revenue from External Customer [Line Items]
Net sales	118	106.8	236.1	202.5
Beverages
Revenue from External Customer [Line Items]
Net sales	48.4	49.5	83.9	83.8
Equipment/other
Revenue from External Customer [Line Items]
Net sales	(0.4)	1.2	(0.5)	1.4
Total food/non-food products
Revenue from External Customer [Line Items]
Net sales	$ 1,134.5	$ 1,056.3	$ 2,152	$ 1,953

Subsequent Events (Details)

Subsequent Events (Details) - Farner-Bocken Company - Subsequent Event $ in Millions	Jul. 10, 2017USD ($)customer_location
Subsequent Event [Line Items]
Total consideration | $	$ 174
Number of customer locations acquired | customer_location	5,100