DEI_Information_Document
DEI Information Document (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 24, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CST Brands, Inc. | ||
Entity Central Index Key | 1562039 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $2.60 | ||
Entity Common Stock, Shares Outstanding | 77,138,003 |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Dec. 31, 2014 | |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash (CrossAmerica: $15 at December 31, 2014) | $368 | |
Receivables, net of allowances of $1 and $1, respectively (CrossAmerica: $35 at December 31, 2014) | 173 | |
Inventories (CrossAmerica: $12 at December 31, 2014) | 221 | |
Deferred income taxes (CrossAmerica: $1 as of December 31, 2014) | 12 | |
Prepaid expenses and other (CrossAmerica: $10 at December 31, 2014) | 24 | |
Total current assets | 798 | |
Property and equipment, at cost (CrossAmerica: $490 at December 31, 2014) | 2,662 | |
Accumulated depreciation (CrossAmerica: $8 at December 31, 2014) | 705 | |
Property and equipment, net (CrossAmerica: $482 at December 31, 2014) | 1,957 | |
Intangible assets, net (CrossAmerica: $370 at December 31, 2014) | 486 | |
Goodwill (CrossAmerica: $223 at December 31, 2014) | 242 | |
Deferred income taxes | 79 | |
Other assets, net (CrossAmerica: $19 at December 31, 2014) | 79 | |
Total assets | 3,641 | |
Current liabilities: | ||
Current portion of debt and capital lease obligations (CrossAmerica: $29 at December 31, 2014) | -77 | |
Accounts payable (CrossAmerica: $31 at December 31, 2014) | -157 | |
Accounts payable to Valero | 179 | |
Accrued expenses (CrossAmerica: $21 at December 31, 2014) | -79 | |
Taxes other than income taxes (CrossAmerica: $10 at December 31, 2014) | -37 | |
Income taxes payable | 16 | |
Dividends payable | 5 | |
Total current liabilities | 550 | |
Debt and capital lease obligations, less current portion (CrossAmerica: $261 at December 31, 2014) | 1,227 | |
Deferred income taxes (CrossAmerica: $38 at December 31, 2014) | -150 | [1] |
Asset retirement obligations (CrossAmerica: $19 at December 31, 2014) | -102 | |
Other long-term liabilities (CrossAmerica: $16 at December 31, 2014) | -57 | |
Total liabilities | 2,086 | |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, 250,000,000 shares authorized at $0.01 par value; 77,674,450 and 75,599,944 shares issued as of December 31, 2014 and December 31, 2013, respectively | -1 | |
Additional paid-in capital (APIC) | 488 | |
Treasury stock, at cost; 512,714 common shares as of December 31, 2014 | -22 | |
Retained earnings | 269 | |
Accumulated other comprehensive income (AOCI) | 77 | |
Total CST Brands, Inc. shareholders' equity | 1,555 | |
Noncontrolling interest | 742 | [1] |
Total stockholders’ equity | 813 | |
Total liabilities and shareholders’ equity | 3,641 | |
CrossAmerica | ||
Current assets: | ||
Inventories (CrossAmerica: $12 at December 31, 2014) | 12 | |
Total current assets | 73 | |
Property and equipment, at cost (CrossAmerica: $490 at December 31, 2014) | 490 | |
Accumulated depreciation (CrossAmerica: $8 at December 31, 2014) | 8 | |
Property and equipment, net (CrossAmerica: $482 at December 31, 2014) | 482 | |
Total assets | 1,167 | |
Current liabilities: | ||
Accrued expenses (CrossAmerica: $21 at December 31, 2014) | -21 | |
Total current liabilities | 91 | |
Debt and capital lease obligations, less current portion (CrossAmerica: $261 at December 31, 2014) | 290 | [2] |
Deferred income taxes (CrossAmerica: $38 at December 31, 2014) | -38 | |
Asset retirement obligations (CrossAmerica: $19 at December 31, 2014) | -19 | |
Other long-term liabilities (CrossAmerica: $16 at December 31, 2014) | -16 | |
Total liabilities | 425 | |
Shareholders’ equity: | ||
Total liabilities and shareholders’ equity | 1,167 | |
Reportable Legal Entities | CrossAmerica | ||
Current assets: | ||
Receivables, net of allowances of $1 and $1, respectively (CrossAmerica: $35 at December 31, 2014) | 35 | |
Property and equipment, net (CrossAmerica: $482 at December 31, 2014) | 90 | |
Intangible assets, net (CrossAmerica: $370 at December 31, 2014) | 292 | |
Goodwill (CrossAmerica: $223 at December 31, 2014) | 183 | |
Current liabilities: | ||
Current portion of debt and capital lease obligations (CrossAmerica: $29 at December 31, 2014) | -29 | |
Accounts Payable, Other, Current | 31 | |
Accounts payable (CrossAmerica: $31 at December 31, 2014) | -34 | |
Accounts payable to Valero | 0 | |
Accrued expenses (CrossAmerica: $21 at December 31, 2014) | -21 | |
Taxes other than income taxes (CrossAmerica: $10 at December 31, 2014) | -10 | |
Income taxes payable | 0 | |
Dividends payable | 0 | |
Total current liabilities | 94 | |
Debt and capital lease obligations, less current portion (CrossAmerica: $261 at December 31, 2014) | 261 | |
Deferred income taxes (CrossAmerica: $38 at December 31, 2014) | -38 | [1] |
Asset retirement obligations (CrossAmerica: $19 at December 31, 2014) | -19 | |
Other long-term liabilities (CrossAmerica: $16 at December 31, 2014) | -16 | |
Total liabilities | 428 | |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, 250,000,000 shares authorized at $0.01 par value; 77,674,450 and 75,599,944 shares issued as of December 31, 2014 and December 31, 2013, respectively | 0 | |
Additional paid-in capital (APIC) | 0 | |
Treasury stock, at cost; 512,714 common shares as of December 31, 2014 | 0 | |
Retained earnings | 0 | |
Accumulated other comprehensive income (AOCI) | 0 | |
Total CST Brands, Inc. shareholders' equity | 742 | |
Noncontrolling interest | 742 | [1] |
Total liabilities and shareholders’ equity | $1,170 | |
[1] | Deferred taxes and noncontrolling interest for CrossAmerica include $14 million and $551 million, respectively, related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. | |
[2] | The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $1 | $1 |
Common stock, shares authorized | 250,000,000 | |
Common stock, par or stated value per share | $0.01 | |
Common stock, shares, issued | 77,674,450 | 75,599,944 |
Treasury Stock, Shares | 512,714 |
Consolidated_and_Combined_Stat
Consolidated and Combined Statements of Income (USD $) | 12 Months Ended | ||
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating revenues(a) | $12,758 | $12,777 | $13,135 |
Cost of sales | 11,487 | 11,680 | 12,002 |
Gross profit | 1,271 | 1,097 | 1,133 |
Operating expenses: | |||
Operating expenses | 685 | 657 | 644 |
General and administrative expenses | 140 | 78 | 61 |
Depreciation, amortization and accretion expense | 147 | 118 | 115 |
Asset impairments | 3 | 6 | 0 |
Total operating expenses | 975 | 859 | 820 |
Gain on the sale of assets, net | 32 | 0 | 0 |
Operating income | 328 | 238 | 313 |
Other income, net | 6 | 4 | 1 |
Interest expense | -45 | -27 | -1 |
Income before income tax expense | 289 | 215 | 313 |
Income tax expense | 109 | 76 | 105 |
Consolidated net income | 180 | 139 | 208 |
Net loss attributable to noncontrolling interest | 20 | 0 | 0 |
Net income attributable to CST stockholders | 200 | 139 | |
Earnings per common share | |||
Basic earnings per common share | $2.63 | $1.84 | $2.76 |
Weighted-average common shares outstanding (in thousands) | 75,397 | ||
Earnings per common share - assuming dilution | |||
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,086 | 75,425 | 75,397 |
Dividends per common share | $0.25 | $0.13 | $0 |
Supplemental information: | |||
(a) Includes excise taxes | $1,981 | $2,027 | $2,077 |
Consolidated_and_Combined_Stat1
Consolidated and Combined Statements of Comprehensive Income Statement (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated net income | $180 | $139 | $208 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | -56 | -37 | 10 |
Other comprehensive income (loss) before income taxes | -56 | -37 | 10 |
Income taxes related to items of other comprehensive income | 0 | 0 | 0 |
Other comprehensive income (loss) | -56 | -37 | 10 |
Comprehensive income | -124 | -102 | -218 |
Loss attributable to noncontrolling interests | -20 | 0 | 0 |
Comprehensive income attributable to CST stockholders | $144 | $102 | $218 |
Consolidated_and_Combined_Stat2
Consolidated and Combined Statement of Cash Flows (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Consolidated net income | $180 | $139 | $208 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation expense | 18 | 4 | 2 |
Depreciation, amortization and accretion expense | 147 | 118 | 115 |
Gain on the sale of assets, net | -32 | 0 | 0 |
Asset impairments | 3 | 6 | 0 |
Deferred income tax expense (benefit) | 24 | 16 | -1 |
Changes in working capital | 15 | 157 | 43 |
Other operating activities, net | 0 | 0 | -3 |
Net cash provided by operating activities | 355 | 440 | 364 |
Cash flows from investing activities: | |||
Capital expenditures | -285 | -200 | -156 |
Proceeds from the sale of assets held for sale | 58 | 0 | 0 |
CST acquisition of Nice N Easy | -24 | 0 | 0 |
Acquisition of the Crackerbox | 0 | 0 | -61 |
Purchase of CrossAmerica GP and IDRs | -17 | 0 | 0 |
CrossAmerica acquisition of Nice N Easy | -54 | 0 | 0 |
CrossAmerica cash acquired | 9 | 0 | 0 |
Other investing activities, net | -1 | 6 | -2 |
Net cash used in investing activities | -312 | -206 | -215 |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 55 | 500 | 0 |
Payments of long-term debt | 34 | 12 | 0 |
Purchases of treasury shares | -22 | 0 | 0 |
Debt issuance and credit facility origination costs | 2 | 19 | 0 |
Payments of capital lease obligations | -2 | -1 | -1 |
Dividends and distributions paid | 31 | 5 | 0 |
Net transfers to Valero | 0 | -378 | -219 |
Net cash provided by (used in) financing activities | -36 | 85 | -220 |
Effect of foreign exchange rate changes on cash | -17 | -2 | 0 |
Net increase (decrease) in cash | -10 | 317 | -71 |
Cash at beginning of year | 378 | 61 | 132 |
Cash at end of year | $368 | $378 | $61 |
Consolidated_and_Combined_Stat3
Consolidated and Combined Statements of Changes in Shareholders' Equity/ Net Investment (USD $) | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Net Parent Investment | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | CST Standalone | Noncontrolling Interest | Stock Options and Restricted Stock Units (RSUs) | Stock Options and Restricted Stock Units (RSUs) | |
Additional Paid-in Capital | ||||||||||||
Stockholders' equity at beginning of year at Dec. 31, 2011 | $0 | $0 | $0 | $1,114,000,000 | $0 | $160,000,000 | $1,274,000,000 | |||||
Net income | 208,000,000 | 208,000,000 | ||||||||||
Net income | 208,000,000 | |||||||||||
Net transfers to Valero | -222,000,000 | -222,000,000 | -222,000,000 | |||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Allocated Share-based Compensation Expense | 2,000,000 | |||||||||||
Other comprehensive income (loss) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | |||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,270,000,000 | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | -10,000,000 | |||||||||||
Stockholders' equity at end of year at Dec. 31, 2012 | 0 | 0 | 0 | 1,100,000,000 | 0 | 170,000,000 | 1,270,000,000 | |||||
Net income | 139,000,000 | 43,000,000 | 96,000,000 | 139,000,000 | ||||||||
Net income | 139,000,000 | |||||||||||
Net transfers to Valero | -739,000,000 | -739,000,000 | -739,000,000 | |||||||||
Issuance of stock at the spin-off | 0 | 1,000,000 | -1,000,000 | |||||||||
Reclassification of net investment to APIC | 0 | 404,000,000 | -404,000,000 | |||||||||
Stock-based compensation expense | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Allocated Share-based Compensation Expense | 4,000,000 | |||||||||||
Dividends | -9,000,000 | -9,000,000 | -9,000,000 | |||||||||
Other comprehensive income (loss) | -37,000,000 | -37,000,000 | -37,000,000 | |||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | 0 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 627,000,000 | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 37,000,000 | |||||||||||
Stockholders' equity at end of year at Dec. 31, 2013 | 627,000,000 | 1,000,000 | 406,000,000 | 0 | 0 | 87,000,000 | 133,000,000 | 627,000,000 | ||||
Net income | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Net income | 180,000,000 | |||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 771,000,000 | 771,000,000 | ||||||||||
Stock-based compensation expense | 13,000,000 | 10,000,000 | 3,000,000 | |||||||||
Net loss attributable to noncontrolling interest | -20,000,000 | -20,000,000 | ||||||||||
Allocated Share-based Compensation Expense | 18,000,000 | 10,000,000 | ||||||||||
Dividends | -18,000,000 | -18,000,000 | -18,000,000 | |||||||||
Shares issued in connection with purchase of CrossAmerica GP Purchase and IDR Purchase | 72,000,000 | 72,000,000 | 72,000,000 | |||||||||
Stock repurchases under buyback program | -22,000,000 | -22,000,000 | -22,000,000 | |||||||||
Distributions to noncontrolling interest | -12,000,000 | -12,000,000 | ||||||||||
Other comprehensive income (loss) | -56,000,000 | -56,000,000 | -56,000,000 | |||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 742,000,000 | [1] | 742,000,000 | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,555,000,000 | |||||||||||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 56,000,000 | |||||||||||
Stockholders' equity at end of year at Dec. 31, 2014 | $813,000,000 | $1,000,000 | $488,000,000 | ($22,000,000) | $0 | $269,000,000 | $77,000,000 | $813,000,000 | ||||
[1] | Deferred taxes and noncontrolling interest for CrossAmerica include $14 million and $551 million, respectively, related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. |
Description_of_Business_Basis_
Description of Business, Basis of Presentation, Concentration Risk and Other Items Affecting Our Business | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Basis of Presentation, Concentration Risk and Other Items Affecting Our Business Disclosure | DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, CONCENTRATION RISK AND DROP DOWN OF FUEL SUPPLY INTEREST |
Description of Business | |
We operate in the U.S. and Canada, and are one of the largest independent retailers of motor fuel and convenience merchandise items in North America. Our operations include (i) the sale of motor fuel at convenience stores, commission agent sites and cardlocks (which are unattended self-service fueling stations that provide motor fuel to fleet customers, such as trucking and other commercial customers), (ii) the sale of convenience merchandise items and other services (such as car wash operations, and commissions from lottery, money orders, air/water/vacuum services, video and game rentals and access to automated teller machines), and (iii) the sale of heating oil to residential customers and the sale of heating oil and motor fuel to small commercial customers. We use the term “retail site” as a general term to refer to convenience stores, commission agent sites or cardlocks. | |
On October 1, 2014, we completed the GP Purchase and IDR Purchase for $17 million in cash and approximately 2.0 million shares of our common stock. As a result, we control the operations of CrossAmerica, a publicly traded limited partnership. CrossAmerica is engaged in the wholesale distribution of motor fuels, consisting of gasoline and diesel fuel, and the ownership and leasing of real estate used in the retail distribution of motor fuels. CrossAmerica's operations are conducted entirely within the U.S. | |
CST represents the business operations of CST and its respective legal subsidiaries before the consolidation of CrossAmerica. CST includes the investment in CrossAmerica’s General Partnership interest and IDRs, and all income associated with those investments. | |
Basis of Presentation | |
The consolidated financial statements reflect our financial results for all periods subsequent to the spin-off. The consolidated financial statements also include the results of CrossAmerica subsequent to the GP Purchase on October 1, 2014 as CrossAmerica is considered a consolidated variable interest entity. | |
The combined financial statements reflect the combined historical results of operations and cash flows of Valero’s retail businesses in the U.S. and Canada prior to the spin-off, including an allocable portion of Valero’s corporate costs. These allocations were based primarily on specific identification of time and/or activities associated with CST’s operations, employee headcount or capital expenditures. | |
We believe the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from Valero, are reasonable. Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred had we operated as a stand-alone, publicly-traded company during the combined periods presented and may not reflect our combined results of operations and cash flows had we operated as a stand-alone, publicly-traded company during the combined periods presented. Actual costs that would have been incurred if we had operated as a stand-alone, publicly-traded company during the combined periods presented would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including IT and related infrastructure. | |
Prior to the spin-off, we transferred cash to Valero daily and Valero funded our operating and investing activities as needed through a centralized cash management process. We have reflected net transfers of cash to Valero as a financing activity in our combined statement of cash flows. We did not include any interest income on the net cash transfers to Valero. | |
Valero retained an ownership interest in us through November 14, 2013. We considered transactions with Valero to be with a related-party through this date. | |
Concentration Risk | |
Valero supplied substantially all of the motor fuel purchased by our U.S. Retail and Canadian Retail segments for resale during all periods presented. During the years ended December 31, 2014, 2013 and 2012, our U.S. Retail and Canadian Retail segments purchased $9.5 billion, $10.5 billion and $10.8 billion, respectively, of motor fuel from Valero. | |
CrossAmerica purchases a substantial amount of motor oil from three suppliers. For the year ended December 31, 2014, CrossAmerica's wholesale business purchased approximately 37%, 28% and 22% of its motor fuel from ExxonMobil, BP and Motiva, respectively. No other fuel suppliers accounted for 10% or more of CrossAmerica's fuel purchases in 2014. | |
Motor fuel purchases are recorded as a component of cost of sales based on price formulas that vary from terminal to terminal. The actual prices paid typically change daily, based on market fluctuations of wholesale motor fuel prices in the geographic locations where we purchase our motor fuel for resale. | |
No customers are individually material to our U.S. Retail and Canadian Retail segment operations. | |
For the year ended December 31, 2014, CrossAmerica distributed approximately 25% of its total wholesale distribution volumes to affiliated dealers. | |
Subsequent Event—Drop Down of CST Wholesale Fuel Supply Equity Interests | |
On January 1, 2015, we closed on our first drop down of wholesale fuel supply interests to CrossAmerica. Under the terms of the Contribution Agreement (the “Contribution Agreement”) between CST Services LLC (“CST Services”), an indirect wholly owned subsidiary of ours, and CrossAmerica, CST Services contributed (the “Contribution”) a 5% limited partner interest in CST Fuel Supply LP (“CST Fuel”) to CrossAmerica in exchange for consideration of approximately 1.5 million common units representing limited partner interests in CrossAmerica. The value of the consideration was approximately $60 million based on a price per common unit equal to the closing price of CrossAmerica’s common units on the NYSE on December 31, 2014. | |
CST Fuel and its subsidiaries own the fuel supply agreements that provide wholesale motor fuel to CST’s U.S. company operated convenience stores. The primary fuel supply contract within CST Fuel is with Valero. | |
As a condition to closing, CST Services, CST Marketing and Supply and certain subsidiaries of CST Services (“Purchasers”) entered into a fuel distribution agreement (the “Fuel Distribution Agreement”), pursuant to which CST Marketing and Supply will, on an annual basis, sell and deliver to the Purchasers for at least 10 years no less than 1.57 billion gallons of branded and unbranded motor fuels at a fixed net margin of approximately $0.05 per gallon for resale at retail sites operated by such Purchasers. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies Disclosure | SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation and Combination | ||
These consolidated and combined financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These financial statements include the consolidated accounts of CST Brands, Inc. and subsidiaries for all periods after the spin-off. All intercompany accounts and transactions have been eliminated in consolidation. | ||
For all periods prior to the spin-off, these financial statements include the combined accounts of direct and indirect wholly owned subsidiaries of Valero that hold the assets and liabilities and reflect the operations of Valero’s retail business in the U.S. and Canada. Prior to the spin-off, these subsidiaries did not carry out any transactions with each other during the years presented; therefore, there were no transactions or accounts to be eliminated in connection with the combination. | ||
CrossAmerica is a consolidated variable interest entity. The amounts shown in the parenthetical presentation on the consolidated balance sheet represent the assets of CrossAmerica that can only be used to settle the obligations of CrossAmerica and the liabilities of CrossAmerica for which creditors have no access to the assets or general credit of CST. CrossAmerica’s financial results are included in our 2014 results of operations as of October 1, 2014. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. | ||
Receivables | ||
Trade receivables represent amounts due from credit card companies, from our cardlock customers and from our heating oil customers (“trade receivables”). CrossAmerica’s trade receivables primarily relate to its wholesale motor fuel sales as credit is extended to customers based on evaluations of customers’ financial condition. Trade receivables are carried at original invoice amount. Other receivables consist primarily of amounts due from vendors related to vendor rebates (see “Merchandise Vendor Allowances and Rebates” for our policy regarding the accounting for vendor rebates). We maintain an allowance for doubtful accounts, which is adjusted based on management’s assessment of our customers’ historical collection experience, known credit risks and industry and economic conditions. | ||
Inventories | ||
Inventories are carried at the lower of cost or market. The cost of supplies and convenience store merchandise is determined principally under the weighted-average cost method. The cost of motor fuel inventories in our U.S. Retail segment is determined under the last-in, first-out (“LIFO”) method using the dollar-value LIFO method, with any increments valued based on average purchase prices for the year. The cost of motor fuel inventories in our Canadian Retail segment and our CrossAmerica segment is determined under the weighted-average cost method. | ||
No provision for potentially slow moving or obsolete inventories has been made. | ||
Property and Equipment | ||
The cost of property and equipment purchased or constructed, including betterments of property assets, is capitalized. The cost of repairs and normal maintenance of property and equipment is expensed as incurred. Betterments of property and equipment are those which extend the useful lives of the property and equipment or improve the safety of our operations. Betterments also include additions to and enlargements of our retail sites. The cost of property and equipment constructed includes interest and certain overhead costs allocable to the construction activities. | ||
When property and equipment are retired or replaced, the cost and related accumulated depreciation are eliminated, with any gain or loss reflected in depreciation, amortization and accretion expense, unless such amounts are reported separately due to materiality. | ||
Depreciation of property and equipment is recorded on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements and assets acquired under capital leases are amortized using the straight-line method over the shorter of the lease terms or the estimated useful lives of the related assets. | ||
Impairment of Assets | ||
Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 4 for our impairment analysis of our long-lived assets. | ||
Business Combinations | ||
We account for business combinations in accordance with the guidance under Accounting Standards Codification (“ASC”) 805–Business Combinations. Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. | ||
Determining the fair value of these items requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization. For more information on our acquisitions and application of the acquisition method, see Note 3. | ||
Goodwill | ||
Goodwill represents the excess of cost over the fair value of assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and tested for impairment more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment test of goodwill is performed as of the first day of the fourth quarter of our fiscal year. | ||
In our annual impairment analysis, we used qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. | ||
If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step test is unnecessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the first step of the two-step goodwill impairment test. | ||
In the first step of the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of our “implied fair value” requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge would be recorded. | ||
The impairment analysis performed in the fourth quarter of 2014 indicated that goodwill was not impaired. | ||
Intangible Assets | ||
Intangible assets are recorded at fair value at the date of acquisition and primarily relate to fuel supply agreements, distribution agreements, the IDRs and customer lists in our Canadian Retail segment. Intangible assets with definite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. | ||
Environmental Matters | ||
Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies, without establishing a range of loss for these liabilities. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. | ||
Asset Retirement Obligations | ||
We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove underground storage tanks (“USTs”) used to store motor fuel at owned and leased retail sites at the time we incur that liability, which is generally when the UST is installed. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. | ||
Foreign Currency Translation | ||
The functional currency of our Canadian operations is the Canadian dollar. Balance sheet accounts are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the year presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. | ||
Revenue Recognition | ||
Revenues are recorded upon delivery of the products to our customers, which is the point at which title to the products is transferred, and when payment has either been received or collection is reasonably assured. | ||
We present motor fuel excise taxes on sales on a gross basis with supplemental information regarding the amount of such taxes included in revenues provided in a footnote on the face of the statements of income. | ||
Revenue from leasing arrangements for which CrossAmerica is the lessor are recognized ratably over the term of the underlying lease. | ||
Shipping and Handling Costs | ||
Costs incurred for the shipping and handling of motor fuel and convenience store merchandise are included in inventories, and therefore, reflected in cost of sales when the related items are sold. | ||
Lease Accounting | ||
We lease a portion of our properties under non-cancelable operating leases, whose initial terms are typically 10 to 20 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably assured at the inception of the lease. In addition to minimum rental payments, certain leases require additional payments based on our sales volumes. We are typically responsible for payment of real estate taxes, maintenance expenses and insurance related to leased properties. | ||
CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and as CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as financing transactions. | ||
Income Taxes | ||
We and CrossAmerica’s wholly owned, taxable subsidiary account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. Income taxes prior to the spin-off were accounted for and presented as if we were a separate taxpayer rather than a member of Valero’s consolidated income tax return. | ||
Income taxes attributable to CrossAmerica’s earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiary, are assessed at the individual unit holder level. | ||
We classify any interest expense and penalties related to the underpayment of income taxes in income tax expense. | ||
Merchandise Vendor Allowances and Rebates | ||
We receive payments for vendor allowances and volume rebates from various suppliers of convenience store merchandise. Our accounting practices are as follows: | ||
• | Vendor allowances for price markdowns are credited to cost of sales during the period the related markdown is realized. | |
• | Volume rebates of merchandise are recorded as reductions to cost of sales when the merchandise qualifying for the rebate is sold. | |
• | Slotting and stocking allowances received from a vendor are recorded as a reduction to cost of sales over the period covered by the agreement. | |
The aggregate amounts recorded as a reduction to cost of sales for vendor allowances and rebates for the years ended December 31, 2014, 2013 and 2012 were $71 million, $71 million and $70 million, respectively. The recording of vendor allowances and rebates does not require us to make any significant estimates. | ||
Stock-Based Compensation | ||
We have granted non-qualified stock options and restricted stock awards to certain employees. Stock-based compensation expense is based on the estimated grant-date fair value of the award. We recognize this compensation expense over the requisite service period of the award. | ||
CrossAmerica has granted phantom units and other awards to employees of DMI who perform services for CrossAmerica. The value of these grants are remeasured at fair value at each balance sheet reporting date based on the fair market value of CrossAmerica’s common units, and the cumulative compensation cost related to that portion of the awards that have vested is recognized ratably over the vesting term. The liability for the future grant of common units is included in accrued expenses and other current liabilities on the balance sheet. | ||
Cost of Sales | ||
We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. Cost of sales does not include any depreciation of our property and equipment, as any amounts attributed to cost of sales would not be significant. | ||
Motor Fuel Taxes | ||
In the U.S., we collect motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remit such taxes directly to those taxing authorities. Our accounting policy is to exclude such taxes collected and remitted from U.S. wholesale revenues and cost of sales and account for them as liabilities. All other motor fuel sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for the motor fuel. | ||
Earnings per Common Share | ||
Earnings per common share is computed by dividing net income attributable to CST by the weighted-average number of common shares outstanding for the year. Participating share-based payment awards, including shares of restricted stock and restricted stock units granted under our stock-based compensation plan, are included in the computation of basic earnings per share using the two-class method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Diluted earnings per common share reflects the potential dilution arising from our outstanding stock options, unvested restricted shares and unvested restricted units. Awards are excluded from the computation of diluted earnings per common share when the effect of including such shares would be anti-dilutive. | ||
Financial Instruments | ||
Our financial instruments include cash, accounts receivable, payables, our credit facilities, capital lease obligations, and trade payables. The estimated fair values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 13. | ||
New Accounting Pronouncements | ||
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-08 (“ASU 2014-08”), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08, required to be applied prospectively for reporting periods beginning after December 15, 2014, limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on operations and financial results. The amendment requires expanded disclosures for discontinued operations and also requires additional disclosures regarding disposals of individually significant components that do not qualify as discontinued operations. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. We early adopted ASU 2014-08 in 2014, and this adoption impacted the accounting treatment and disclosures related to stores we have been marketing for sale. We determined that certain of these stores met the criteria under ASU 2014-08 to be classified as held for sale, and in accordance with the guidance of ASU 2014-08, property and equipment, net and asset retirement obligations related to those stores was presented separately on the balance sheet at September 30, 2014. Due to materiality and changing circumstances, the remaining unsold stores have not been presented separately on the balance sheet at December 31, 2014. See additional disclosure regarding these stores in Note 8 of the consolidated and combined financial statements included elsewhere in this annual report. | ||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 will become effective for us in the first quarter of 2017 and early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | ||
In February 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-02 (“ASU 2015-02”)—Consolidation (Topic 810): Amendments to the Consolidation Analysis. This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities, including limited partnerships and other similar entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, and requires either a full retrospective or a modified retrospective approach to adoption. Early adoption is also permitted. We are currently evaluating the potential impact of this standard on our consolidated financial statements, as well as the available transition methods. | ||
Certain other new financial accounting pronouncements have become effective for our financial statements and the adoption of these pronouncements will not affect our financial position or results of operations, nor will they require any additional disclosures. |
Acquisitions
Acquisitions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Business Combination Disclosure | ACQUISITIONS | ||||
GP Purchase and IDR Purchase | |||||
As discussed in Note 1, in October 2014 we completed the GP Purchase and IDR Purchase. The aggregate consideration paid for the General Partner interest and the IDRs was $17 million in cash and 2.0 million shares of our common stock. We made this strategic investment in CrossAmerica for the following reasons: | |||||
• | CrossAmerica provides access to the master limited partnership (“MLP”) capital markets to provide capital for our growth; | ||||
• | We significantly increased our wholesale fuel supply business as this is the primary business of CrossAmerica; | ||||
• | CrossAmerica has historically grown through acquisitions and we acquired additional business development expertise to assist us in accelerating acquisitions; | ||||
• | CrossAmerica has multiple fuel supply relationships with major integrated energy companies, helping diversify CST’s available fuel supply; and | ||||
• | Creates a “sponsored MLP” relationship whereby certain CST assets, such as its dedicated fuel supply business and real property assets, can be dropped down (sold) to CrossAmerica for cash and limited partner consideration. | ||||
The execution of our business strategy, in concert with CrossAmerica, will enable CST to benefit from increasing cash flow streams from the IDRs and any limited partner interests it receives as consideration from the asset drops. | |||||
As a result of the GP Purchase, we control CrossAmerica’s General Partner and have the right to appoint all members of the Board of Directors of the General Partner. CrossAmerica is managed and operated by the Board of Directors and executive officers of the General Partner. Therefore, we control the operations and activities of CrossAmerica even though we do not have a controlling ownership of CrossAmerica’s outstanding limited partner units. Therefore, under the guidance in ASC 810–Consolidation, we consolidate the financial results of CrossAmerica. | |||||
The GP Purchase was considered a business combination under ASC 805–Business Combinations and required all of the assets and liabilities of CrossAmerica to be recorded at fair value on the date of acquisition. Therefore, U.S. GAAP requires the historical cost amounts for all of CrossAmerica’s assets and liabilities to be recorded at their respective fair values on the date of acquisition even though no consideration of any kind was paid by CST for these assets and liabilities. | |||||
We engaged a third party valuation services firm to assist in the calculation of the fair value of CrossAmerica’s assets and liabilities, and included these fair values in our consolidated financial statements. The fair value of CrossAmerica’s net assets were determined based on its enterprise value immediately preceding the GP Purchase, therefore a future decline in the enterprise value of CrossAmerica could result in an impairment to goodwill. Because CrossAmerica is a publicly traded company, the enterprise value was based on readily available market prices for its debt and equity securities. Once the property, equipment and definite-lived intangible assets were recorded at fair value, the residual amount was allocated to goodwill because the fair value of the remaining assets and liabilities approximated their book values. The tangible assets primarily consisted of buildings, USTs and equipment and the definite-lived intangible assets consisted of fuel supply and distribution agreements. The determination of fair values is preliminary, pending completion of the valuation of certain property, equipment, definite-lived intangibles and any related deferred tax effects, and is expected to be finalized during the first quarter of 2015. | |||||
The fair values of CrossAmerica’s assets and liabilities on the date of acquisition were as follows (in millions): | |||||
Current assets (excluding inventories) | 74 | ||||
Inventories | 14 | ||||
Property and equipment | 436 | ||||
Intangibles | 367 | ||||
Goodwill | 213 | ||||
Other assets | 18 | ||||
Current liabilities | (65 | ) | |||
Long-term debt and capital leases | (236 | ) | |||
Deferred tax liabilities | (33 | ) | |||
Other liabilities | (17 | ) | |||
Non-controlling interest | (771 | ) | |||
Total consideration | $ | — | |||
Acquisition of Property of Nice N Easy | |||||
In November 2014, CST and CrossAmerica jointly purchased the assets of Nice N Easy Grocery Shoppes (“Nice N Easy”). CrossAmerica purchased the real property of 23 fee sites as well as certain wholesale fuel distribution assets. CST purchased the retail operations of 32 company-operated convenience stores and certain other assets, including certain personal property, inventory and working capital. All of the Nice N Easy sites are located in the state of New York. CrossAmerica entered into a lease agreement on the acquired real estate with CST at a “triple net” lease rate of 7.5% and CrossAmerica provides wholesale fuel supply to certain of these sites under long term agreements with a fuel gross profit margin of approximately $0.06 per gallon. | |||||
The final allocation of the purchase price was subject to certain adjustments, which were approved on December 15, 2014 by the executive committee of the Board of Directors of CST (“Executive Committee”) and on behalf of CrossAmerica by the conflicts committee (the “Conflicts Committee”) of the Board of Directors of the General Partner of CrossAmerica. The Executive Committee and the Conflicts Committee approved an adjustment to the allocation of the purchase price so that the aggregate purchase price paid by CST was $24 million and the aggregate purchase price paid by CrossAmerica was $54 million. | |||||
Subsequent Event—Acquisition of Landmark Industries Stores | |||||
In January 2015, CST and CrossAmerica jointly purchased 22 convenience stores from Landmark Industries. The stores operated under the Timewise brand name, offering Shell branded motor fuel. Of the 22 convenience stores, 20 are located in the San Antonio, Texas area and 2 are located in the greater Austin, Texas area. CrossAmerica purchased the real property of the 22 fee sites as well as certain wholesale fuel distribution assets for an initial payment of $44 million. CST purchased the personal property, working capital and the convenience store operations for an initial payment of $20 million. The amounts paid between CrossAmerica and CST are subject to adjustment following completion of independent appraisals. CrossAmerica is leasing the acquired real estate to CST at a “triple net” lease rate of 7.5% and will provide wholesale fuel supply to the 22 sites under long term agreements with a fuel gross profit margin of approximately $0.05 per gallon. | |||||
Subsequent Event—Acquisition of Erickson Oil Products | |||||
In February 2015, CrossAmerica closed on the purchase of all of the outstanding capital stock of Erickson Oil Products, Inc. and certain related assets for an aggregate purchase price of $85 million, subject to certain post-closing adjustments. The transactions resulted in the acquisition of a total of 64 retail sites located in Minnesota, Michigan, Wisconsin and South Dakota. The convenience store operations are currently under evaluation by our integration team to determine if they are suitable candidates for our U.S. Retail segment’s company owned convenience store operations. | |||||
Other Acquisitions | |||||
During 2014, we acquired four new company operated sites and purchased six commission agents, converting them to company operated sites, in our Canadian Retail segment for $7 million. |
Asset_Impairments
Asset Impairments | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment Impairment or Disposal [Abstract] | |
Asset Impairments Disclosure | ASSET IMPAIRMENTS |
Where applicable, our retail sites are the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of long-lived assets. Cash flows from each retail site vary from year to year and as a result, we identified and recorded asset impairments in 2014 and 2013 of $3 million and $6 million, respectively, as changes in market demographics, traffic patterns, competition and other factors impacted the overall operations of certain of our individual retail sites. | |
For each retail site where events or changes in circumstances indicated that the carrying amount of the assets might not be recoverable, we compared the retail site’s carrying amount to its estimated future undiscounted cash flows to determine recoverability. If the sum of the estimated undiscounted cash flows did not exceed the carrying value, we then estimated the fair value of these retail sites to measure the impairment. To estimate the fair value of our retail sites, we used a discounted cash flow method that reflected internally developed cash flows that included, among other things, our expectations of future cash flows based on sales volume, gross profits, operating expenses, discount rates and an estimated fair value of the land. | |
As discussed in Note 8, in the third quarter of 2014, we wrote down the value of certain retail sites that were candidates for sale where the net book value exceeded the anticipated net sales proceeds. The anticipated sales proceeds were net of estimated selling costs including brokerage fees, commissions and environmental assessment costs. The total amount of these write downs was $2 million, and is included in “Asset impairments” on the consolidated statement of income. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||
Fair Value Measurements Disclosure | FAIR VALUE MEASUREMENTS | ||||||||||||||
General | |||||||||||||||
U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. | |||||||||||||||
U.S. GAAP provides a framework for measuring fair value and establishes a three-level fair value hierarchy that prioritizes inputs to valuation techniques based on the degree to which objective prices in external active markets are available to measure fair value. Following is a description of each of the levels of the fair value hierarchy. | |||||||||||||||
• | Level 1–Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities. | ||||||||||||||
• | Level 2–Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | ||||||||||||||
• | Level 3–Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect our own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include occasional market quotes or sales of similar instruments or our own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant judgment. | ||||||||||||||
During the twelve months ended December 31, 2014, there were no transfers between the fair value hierarchy levels. | |||||||||||||||
As discussed in Note 3, CST made two acquisitions in the fourth quarter of 2014. The purchase of the General Partner and IDRs of CrossAmerica were recorded at their fair value as indefinite lived intangibles. The purchase of the General Partner also required all of the assets and liabilities of CrossAmerica to be recorded at fair value on the date of acquisition on the consolidated balance sheet. The assets of Nice N Easy jointly purchased by CST and CrossAmerica were also recorded at fair value on the date of acquisition. | |||||||||||||||
We do not have any other financial instruments measured at fair value on our balance sheets for any of the periods presented. Because of their maturities and/or variable interest rates, certain financial instruments have fair values approximating their carrying values. These instruments include cash, accounts receivable, our credit facilities and trade payables. The fair value disclosure related to our debt is located in Note 13. | |||||||||||||||
Nonfinancial assets, such as property and equipment, and nonfinancial liabilities are recognized at their carrying amounts in our balance sheets. U.S. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values on a recurring basis. However, U.S. GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property and equipment, intangible assets or goodwill. In addition, if such an event occurs, U.S. GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. | |||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||
As discussed in Notes 4 and 8, we have written certain of our U.S. Retail sites down to their fair value during 2014 and 2013. The fair value of the assets were derived using either an income approach or estimated net sales proceeds. The income approach reflects internally developed discounted cash flows that include, among other things, our expectations of future cash flows based on sales volumes, gross profits and operating expenses. We consider the inputs for this approach to be Level 3. | |||||||||||||||
Assets classified as held for sale and written down to fair value at September 30, 2014 based on expected net sales proceeds were sold in the fourth quarter of 2014. We consider the inputs for this approach to be Level 2. | |||||||||||||||
There were no retail sites impaired for the year ended December 31, 2012. | |||||||||||||||
The following table displays valuation techniques for our nonfinancial assets measured at fair value on a nonrecurring basis as of December 31, 2014, 2013 and 2012 (in millions): | |||||||||||||||
Valuation Techniques | Fair Value | Net Book Value | Impairment | ||||||||||||
Level 3 assets as of December 31, 2014: | |||||||||||||||
Property and equipment | Income approach | $ | 2 | $ | 3 | $ | 1 | ||||||||
Level 3 assets as of December 31, 2013: | |||||||||||||||
Property and equipment | Income approach | $ | 4 | $ | 10 | $ | 6 | ||||||||
Level 3 assets as of December 31, 2012 | |||||||||||||||
Property and equipment | Income approach | $ | — | $ | — | $ | — | ||||||||
Receivables_Notes
Receivables (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Receivables [Abstract] | |||||||||||||
Receivables Disclosure | RECEIVABLES | ||||||||||||
Receivables consisted of the following (in millions): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Trade receivables (CrossAmerica:$35 as of December 31, 2014) | $ | 124 | $ | 123 | |||||||||
Other | 50 | 31 | |||||||||||
Total receivables | 174 | 154 | |||||||||||
Allowance for doubtful accounts | (1 | ) | (1 | ) | |||||||||
Receivables, net | $ | 173 | $ | 153 | |||||||||
Changes in the allowance for doubtful accounts consisted of the following (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance as of beginning of year | $ | 1 | $ | 2 | $ | 2 | |||||||
Acquisitions | — | — | — | ||||||||||
Increase in allowance charged to expense | — | — | — | ||||||||||
Accounts charged against the allowance, net of recoveries | — | (1 | ) | — | |||||||||
Balance as of end of year | $ | 1 | $ | 1 | $ | 2 | |||||||
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories Disclosure | |||||||||
INVENTORIES | |||||||||
Inventories consisted of the following (in millions): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Convenience store merchandise (CrossAmerica: $7 as of December 31, 2014) | $ | 128 | $ | 115 | |||||
Motor fuel (CrossAmerica: $5 as of December 31, 2014) | 92 | 101 | |||||||
Supplies | 1 | 1 | |||||||
Inventories | $ | 221 | $ | 217 | |||||
The cost of convenience store merchandise and supplies is determined principally under the weighted-average cost method. We account for our motor fuel inventory in our U.S. Retail segment on the LIFO basis. As of December 31, 2014 and 2013, the replacement cost (market value) of our U.S. motor fuel inventories exceeded their LIFO carrying amounts by approximately $2 million and $24 million, respectively. We account for our motor fuel inventory in our Canadian Retail and CrossAmerica segments under the weighted-average cost method. |
Network_Optimization
Network Optimization | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Schedule of Assets Held for Sale | NETWORK OPTIMIZATION |
In the first quarter of 2014, we conducted market reviews across our entire U.S. Retail system and, as a result, identified approximately 100 company operated convenience stores that were candidates for sale. Convenience stores were identified based on several criteria including fuel volumes, inside sales and operating cash flows. These convenience stores are smaller and less profitable than the average convenience stores in our network. In the second quarter of 2014, we engaged an outside consultant, NRC Realty & Capital Advisors, LLC, to market these properties. | |
There were 93 stores classified as held for sale on the consolidated balance sheet at September 30, 2014 in accordance with ASU 2014-08. We impaired the value of certain of these convenience stores during the third quarter of 2014 where the net book value exceeded the anticipated net sales proceeds. The anticipated sales proceeds were net of estimated selling costs including brokerage fees, commissions and environmental assessment costs. The total amount of these write downs was $2 million, and is included in “Asset impairments” on the consolidated statement of income. | |
During the fourth quarter of 2014, we closed on the sale of 71 of these convenience stores and recognized a gain of $32 million in “Gain on sale of assets, net” on the consolidated statement of income. Of the remaining 22 stores classified as held for sale at September 30, 2014, we have sold 8 in January and February of 2015. While management believes these stores met the criteria as being held for sale at December 31, 2014, they have not been presented separately on the balance sheet as the total net book value of these 8 stores is not considered material. Circumstances changed for the remaining stores and, although they continue to be marketed, management believes that these stores did not meet the criteria as being held for sale at December 31, 2014. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment Disclosure | PROPERTY AND EQUIPMENT | ||||||||
Major classes of property and equipment consisted of the following (in millions): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Land (CrossAmerica: $154 as of December 31, 2014) | $ | 580 | $ | 403 | |||||
Buildings (CrossAmerica: $179 as of December 31, 2014) | 678 | 436 | |||||||
Equipment (CrossAmerica: $148 as of December 31, 2014) | 812 | 625 | |||||||
Leasehold improvements (CrossAmerica: $4 as of December 31, 2014) | 311 | 255 | |||||||
Other | 243 | 213 | |||||||
Construction in progress (CrossAmerica: $5 as of December 31, 2014) | 38 | 49 | |||||||
Property and equipment, at cost | 2,662 | 1,981 | |||||||
Accumulated depreciation (CrossAmerica: $8 as of December 31, 2014) | (705 | ) | (655 | ) | |||||
Property and equipment, net | $ | 1,957 | $ | 1,326 | |||||
Other in the table above consists primarily of the assets related to our asset retirement obligations and computer hardware and software. | |||||||||
Depreciation expense related to CST for the years ended December 31, 2014, 2013 and 2012 was $114 million, $106 million and $103 million, respectively. Depreciation expense related to CrossAmerica for the three months ended December 31, 2014 was $8 million. | |||||||||
CST had certain retail sites under capital leases totaling $10 million and $9 million as of December 31, 2014 and 2013, respectively. Accumulated depreciation on assets under capital leases was $4 million and $6 million as of December 31, 2014 and 2013, respectively. | |||||||||
CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and because CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as lease financing obligations. The table above includes these sites, as well as certain leases accounted for as capital leases. The total cost and accumulated amortization of property and equipment recorded by CrossAmerica under sale leaseback transactions and capital leases was $52 million and $1 million at December 31, 2014. | |||||||||
See Note 15 for future minimum rental payments on capital lease obligations. |
Goodwill
Goodwill | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill Disclosure | GOODWILL | ||||||||||||
Changes in goodwill consisted of the following (in millions): | |||||||||||||
U.S. Retail | CrossAmerica | Total | |||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Goodwill from acquisitions | 18 | — | 18 | ||||||||||
Balance at December 31, 2013 | 18 | — | 18 | ||||||||||
Goodwill from acquisitions | 1 | 223 | 224 | ||||||||||
Balance at December 31, 2014 | $ | 19 | $ | 223 | $ | 242 | |||||||
Goodwill represents the excess of cost over the fair value of assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment test of goodwill is performed as of the first day of the fourth quarter of our fiscal year. | |||||||||||||
In performing our annual impairment analysis, ASC 350–20, Intangibles–Goodwill and Other, allows us to use qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. | |||||||||||||
At December 31, 2014, we had $19 million of goodwill recorded in our U.S.Retail segment and $223 million of goodwill recorded in our CrossAmerica segment. In accordance with ASC 350 Intangibles—Goodwill and Other, we have assessed the reporting unit definitions and determined that goodwill in our U.S. Retail segment is tested for impairment by three geographic regions based primarily on how our U.S. Retail segment is organized and managed. After assessing the totality of events and circumstances (primarily that our capital structure as an independent, publicly traded company was based on current market conditions and estimated fair values as of the date of the impairment assessment while our net assets retained the historical book basis of Valero’s retail business prior to the spin-off), we determined that it is more likely than not that the fair value of our reporting unit exceeds its carrying amount and therefore goodwill is not impaired at December 31, 2014. | |||||||||||||
Our CrossAmerica segment consists of two reporting units: wholesale and retail. As discussed in Note 3, our GP Purchase was considered a business combination requiring that CrossAmerica be recorded at fair value in our consolidation. In performing the partnership appraisal, our third party valuation experts utilized an enterprise value approach as of October 1, 2014. Once the tangible and amortizable intangible assets were written to fair value, the residual amount was allocated to goodwill. | |||||||||||||
No impairment losses were recorded to CrossAmerica’s goodwill in the fourth quarter of 2014. The fair value of CrossAmerica’s net assets were determined based on its enterprise value immediately preceding the GP Purchase, therefore a future decline in the enterprise value of CrossAmerica could result in an impairment to goodwill. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||||||||||||||
Intangible Assets Disclosure | INTANGIBLE ASSETS | |||||||||||||||
Intangible assets consisted of the following (in millions): | ||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Indefinite-lived intangible assets | $ | 92 | $ | — | $ | — | $ | — | ||||||||
Finite-lived intangible assets (CrossAmerica: $370 net as of December 31, 2014) | 512 | 119 | (118 | ) | (88 | ) | ||||||||||
Total | $ | 604 | $ | 119 | $ | (118 | ) | $ | (88 | ) | ||||||
Indefinite lived intangible assets (acquired in the IDR Purchase), are not amortized, but instead are tested for impairment at least annually, and tested for impairment more frequently if events and circumstances indicate that the IDRs might be impaired. | ||||||||||||||||
Finite lived intangible assets in our Canadian Retail segment primarily relate to customer lists, which are amortized on a straight-line basis over 15 years. As these assets are recorded in the local currency, Canadian dollars, historical gross carrying amounts are translated at each balance sheet date, resulting in changes to historical amounts presented. | ||||||||||||||||
Finite lived intangible assets in our CrossAmerica segment relate to wholesale fuel supply contracts, wholesale fuel distribution rights, trademarks, covenants not to compete and above and below market leases. Intangible assets associated with wholesale fuel supply contracts, wholesale fuel distribution rights and trademarks are amortized over 10 years. Covenants not to compete are amortized over the shorter of the contract term or 5 years. Intangible assets associated with above and below market leases are amortized over the lease term, which approximates 5 years. As discussed in Note 3, the value of CrossAmerica’s intangibles were stepped up at the date of the GP Purchase. In general, the stepped up values of the intangibles are being amortized over 15 years. | ||||||||||||||||
Amortization expense related to CST intangible assets was $8 million, $8 million and $8 million for the years ended December 31, 2014, 2013 and 2012, respectively. Aggregate amortization expense for CST is expected to be $8 million, 8 million, $1 million, $1 million and $1 million for years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively. | ||||||||||||||||
Amortization expense related to CrossAmerica intangible assets was $10 million for the three months ended December 31, 2014. Aggregate amortization expense for CrossAmerica is expected to be $28 million, $27 million, $27 million, $26 million, and $25 million for the years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively. |
Accrued_Expenses_and_Other_Lon
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accrued Liabilities and Other Liabilities [Abstract] | |||||||||||||
Accrued Expenses and Other Long-Term Liabilities Disclosure | ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES | ||||||||||||
Accrued expenses and other long-term liabilities consisted of the following (in millions): | |||||||||||||
Accrued Expenses | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Wage and other employee-related liabilities (CrossAmerica: $8 as of December 31, 2014) | $ | 42 | $ | 25 | |||||||||
Environmental liabilities | 2 | 2 | |||||||||||
Self-insurance accruals (see Note 15) | 1 | 1 | |||||||||||
Asset retirement obligations | 3 | 3 | |||||||||||
Accrued Interest (CrossAmerica: $1 as of December 31, 2014) | 5 | 5 | |||||||||||
Other (CrossAmerica: $12 as of December 31, 2014) | 26 | 7 | |||||||||||
Total accrued expenses | $ | 79 | $ | 43 | |||||||||
Other Long-Term | |||||||||||||
Liabilities | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Environmental liabilities (CrossAmerica: $1 as of December 31, 2014) | $ | 3 | $ | 3 | |||||||||
Self-insurance accruals (see Note 15) | 17 | 16 | |||||||||||
Other (CrossAmerica: $15 as of December 31, 2014) | 37 | 15 | |||||||||||
Total other long-term liabilities | $ | 57 | $ | 34 | |||||||||
Other | |||||||||||||
Other accrued expenses include contingent lease accruals, unearned revenue related to our heating oil operations and various other items, none of which are material. | |||||||||||||
Other long-term liabilities include security deposits, contingent liabilities related to legal matters that are both probable and reasonably estimable and various other items, none of which are material. | |||||||||||||
Asset Retirement Obligations | |||||||||||||
We have asset retirement obligations for the removal of USTs at owned and leased retail sites. There is no legal obligation to remove USTs while they remain in service. However, environmental laws in the U.S. and Canada require that USTs be removed within one to two years after the USTs are no longer in service, depending on the jurisdiction in which the USTs are located. We have estimated that USTs at our owned retail sites will remain in service approximately 30 years and that we will have an obligation to remove those USTs at that time. For our leased retail sites, our lease agreements generally require that we remove certain improvements, primarily USTs and signage, upon termination of the lease. There are no assets that are legally restricted for purposes of settling our asset retirement obligations. | |||||||||||||
Changes in our asset retirement obligations were as follows (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Asset retirement obligations as of beginning of year | $ | 82 | $ | 79 | $ | 76 | |||||||
Acquisition of CrossAmerica | 19 | — | — | ||||||||||
Additions to accrual | 7 | 1 | 2 | ||||||||||
Accretion expense | 5 | 4 | 4 | ||||||||||
Settlements | (6 | ) | (1 | ) | (4 | ) | |||||||
Foreign currency translation | (2 | ) | (1 | ) | 1 | ||||||||
Asset retirement obligations as of end of year | $ | 105 | $ | 82 | $ | 79 | |||||||
Less current portion (included in accrued expenses) | (3 | ) | (3 | ) | (2 | ) | |||||||
Asset retirement obligations, less current portion | $ | 102 | $ | 79 | $ | 77 | |||||||
Debt
Debt | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Debt Disclosure | DEBT | ||||||||||||
Our balances for long-term debt and capital leases are as follows (in millions): | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
CST debt and capital leases:(a) | |||||||||||||
5.00% senior notes due 2023 | $ | 550 | $ | 550 | |||||||||
Term loan due 2019 | 453 | 488 | |||||||||||
Capital leases | 11 | 4 | |||||||||||
Total CST debt and capital leases | 1,014 | 1,042 | |||||||||||
CrossAmerica debt and capital leases:(b) | |||||||||||||
Revolving credit facility | 200 | — | |||||||||||
Other debt | 27 | — | |||||||||||
Capital leases | 63 | — | |||||||||||
Total CrossAmerica debt and capital leases | 290 | — | |||||||||||
Total consolidated debt and capital lease obligations outstanding | 1,304 | 1,042 | |||||||||||
Less current portion of CST | (48 | ) | (36 | ) | |||||||||
Less current portion of CrossAmerica | (29 | ) | — | ||||||||||
Consolidated debt and capital lease obligations, less current portion | $ | 1,227 | $ | 1,006 | |||||||||
(a) The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. CST has pledged its equity ownership in CrossAmerica to secure the CST credit facility. | |||||||||||||
(b) The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. | |||||||||||||
The following table presents principal payments due for each of the next five years and thereafter (in millions): | |||||||||||||
Years Ending December 31, | CST | CrossAmerica | Total Consolidated Principal to be Repaid | ||||||||||
2015 | $ | 47 | $ | 26 | $ | 73 | |||||||
2016 | 69 | — | 69 | ||||||||||
2017 | 75 | — | 75 | ||||||||||
2018 | 75 | 1 | 76 | ||||||||||
2019 | 187 | 200 | 387 | ||||||||||
Thereafter | 550 | — | 550 | ||||||||||
Total | $ | 1,003 | $ | 227 | $ | 1,230 | |||||||
The aggregate fair value and carrying amount of the CST senior notes and term loan at December 31, 2014 were $1.0 billion and $1.0 billion, respectively. The fair value of the term loan approximates its carrying value due to the frequency with which interest rates are reset. The fair value of the senior notes is determined primarily using quoted prices of over the counter traded securities. These quoted prices are considered Level 1 inputs under the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures. | |||||||||||||
The fair value of CrossAmerica's long-term debt approximated its carrying value as of December 31, 2014 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. | |||||||||||||
CST 5% Senior Notes | |||||||||||||
The CST 5% senior notes are guaranteed, jointly and severally, on a senior unsecured basis by certain domestic subsidiaries. The notes and the guarantees are unsecured senior obligations of CST and the guarantor subsidiaries, respectively. Accordingly, they are: equal in right of payment with all of CST’s and the guarantors’ existing and future senior unsecured indebtedness; senior in right of payment to any of CST’s and the guarantors’ future subordinated indebtedness; effectively subordinated to all of CST’s and the guarantors’ existing and future secured indebtedness, including indebtedness under CST’s new credit facilities; and effectively subordinated to all future indebtedness and other liabilities, including trade payables, of CST’s non-guarantor subsidiaries (other than indebtedness and other liabilities owed to CST). CrossAmerica is not a guarantor to these obligations and the subsidiary that owns CrossAmerica is an unrestricted subsidiary as defined in the indenture. | |||||||||||||
If CST sells certain assets (including asset drops to CrossAmerica) and does not repay certain debt or reinvest the proceeds of such sales (as defined in the indenture) within certain periods of time, CST will be required to use such proceeds to offer to repurchase the notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. Upon the occurrence of certain specific change of control events, CST will be required to offer to repurchase all outstanding notes at 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. | |||||||||||||
The indenture governing the notes, among other things, imposes limitations on CST’s ability to: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock; make specified types of investments and acquisitions; enter into new lines of business; enter into transactions with affiliates; and sell assets or merge with other companies. | |||||||||||||
The notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act of 1933, as amended. In connection with the offering of the notes, CST entered into a registration rights agreement pursuant to which CST and the guarantors of the notes would register substantially identical exchange notes under the Securities Act of 1933 and permit holders to exchange the notes for the registered exchange notes. On November 8, 2013, CST commenced such an exchange offer pursuant to an effective registration statement. In the exchange offer, CST exchanged all outstanding notes that were validly tendered with new notes with substantially identical terms. The exchange offer expired on December 11, 2013. | |||||||||||||
CST Credit Facility | |||||||||||||
CST’s credit facility provides for an aggregate amount of $800 million in financing, with a final maturity date on September 30, 2019, consisting of the following: | |||||||||||||
• | a funded term loan in an aggregate principal amount of $500 million; and | ||||||||||||
• | a revolving credit facility with up to an aggregate principal amount of borrowings of $300 million. | ||||||||||||
This credit facility is guaranteed by CST’s domestic subsidiaries and secured by security interests and liens on substantially all of CST’s domestic subsidiaries’ assets, including 100% of the capital stock of CST’s domestic subsidiaries and 65% of the voting equity interests and 100% of the non-voting equity interests of material, first-tier, foreign subsidiaries, subject to certain customary exceptions. This credit facility has, among others, the following terms: | |||||||||||||
• | subject to exclusions, mandatory prepayments with the net cash proceeds of certain asset sales (including asset drops to CrossAmerica), insurance proceeds or condemnation awards, the incurrence of certain indebtedness and our excess cash flow (as defined in the credit agreement); | ||||||||||||
• | customary affirmative and negative covenants for credit agreements of this type, including limitations on CST and CST’s guarantor subsidiaries with respect to indebtedness, liens, fundamental changes, restrictive agreements, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, conduct of business, transactions with affiliates and dividends and redemptions or repurchases of stock; and | ||||||||||||
• | financial covenants (as defined in the credit agreement) consisting of (a) a maximum total lease adjusted leverage ratio initially set at 3.75 to 1.00, (b) a minimum fixed charge coverage ratio set at 1.30 to 1.00, and (c) limitations on capital expenditures. As of December 31, 2014, CST’s lease adjusted leverage ratio and fixed charge coverage ratio applicable to this credit facility were 2.30 to 1.00 and 2.70 to 1.00, respectively. | ||||||||||||
Borrowings under this credit facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin, or an alternate base rate as defined under the agreement, plus a margin. All LIBOR loans have an applicable interest rate margin of 1.75%, and all alternate base rate loans have an applicable interest rate margin of 0.75%. Future interest rate margins will increase or decrease based on CST’s leverage ratio as prescribed under the credit agreement governing the credit facilities and the revolving credit facility provides for customary fees, including commitment fees and other fees. Outstanding borrowings currently under this term loan facility are LIBOR loans bearing interest at 1.92% (effective 30 day LIBOR plus a spread of 1.75%) as of December 31, 2014. | |||||||||||||
In connection with the GP Purchase and the IDR Purchase, CST amended this credit facility as of September 30, 2014 (the “Amendment”). The Amendment became effective concurrently with the closing of the GP Purchase and the IDR Purchase on October 1, 2014. CST capitalized $2 million in bank fees in the third quarter of 2014 as a result of the Amendment. | |||||||||||||
The Amendment, among other things: | |||||||||||||
• | extends the maturity of the loans and revolving commitments under the credit facility to September 30, 2019; | ||||||||||||
• | permits certain future transactions with CrossAmerica, including drop-down asset sales to CrossAmerica, subject to certain conditions; | ||||||||||||
• | provides for the designation of unrestricted subsidiaries (to be consistent with the 5% senior notes indenture), which includes the General Partner, CrossAmerica and subsidiaries of CrossAmerica, and amends covenants and events of default to exclude unrestricted subsidiaries; | ||||||||||||
• | increases CST’s ability to make certain investments and acquisitions, make distributions on or redeem or repurchase stock, and make certain payments on subordinated debt, in each case, subject to certain conditions; | ||||||||||||
• | amends the maximum total adjusted leverage ratio to permit CST to reduce indebtedness and rental expense in such calculation by unrestricted cash and cash equivalents in excess of a predetermined amount; and | ||||||||||||
• | replaces the Credit Agreement’s expansion capital expenditures covenant restrictions with a covenant that limits capital expenditures only if CST’s leverage ratio exceeds certain levels. | ||||||||||||
Borrowings under the Amendment (in addition to existing collateral) will be secured by the IDRs of CrossAmerica and, in the future, any common units of CrossAmerica owned by CST and other credit parties. | |||||||||||||
Availability under this revolving credit facility (expires 2019) was as follows (in millions): | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Total available credit facility limit | $ | 300 | $ | 300 | |||||||||
Letters of credit outstanding | (3 | ) | (3 | ) | |||||||||
Maximum leverage ratio constraint | — | (84 | ) | ||||||||||
Total available and undrawn | $ | 297 | $ | 213 | |||||||||
CrossAmerica Credit Facility | |||||||||||||
At the date of the GP Purchase, CrossAmerica had entered into an amended and restated credit agreement. This credit facility is a senior secured revolving credit facility maturing on March 4, 2019, with a total borrowing capacity of $550 million, under which swing-line loans may be drawn up to $10 million and standby letters of credit may be issued up to an aggregate of $45 million. This credit facility may be increased, from time to time, upon CrossAmerica’s written request, subject to certain conditions, up to an additional $100 million. All obligations under the Credit Facility are secured by substantially all of the assets of CrossAmerica and its subsidiaries. Letters of credit outstanding under this credit facility at December 31, 2014 totaled $17 million, reducing notional amount of availability at December 31, 2014 to $333 million. The assets of CST are not security under this credit facility. | |||||||||||||
Borrowings bear interest, at CrossAmerica’s option, at (1) a rate equal to LIBOR for interest periods of one week or one, two, three or six months, plus a margin of 2.00% to 3.25% per annum, depending on CrossAmerica’s total leverage ratio (as defined) or (2) (a) a base rate equal to the greatest of: (i) the federal funds rate, plus 0.5%, (ii) LIBOR for one month interest periods, plus 1.00% per annum or (iii) the rate of interest established by the agent, from time to time, as its prime rate, plus (b) a margin of 1.00% to 2.25% per annum depending on CrossAmerica’s total leverage ratio. In addition, CrossAmerica incurs a commitment fee based on the unused portion of the revolving credit facility at a rate of 0.35% to 0.50% per annum depending on CrossAmerica’s total leverage ratio. The weighted-average interest rate on outstanding borrowings at December 31, 2014, was 2.7%. | |||||||||||||
CrossAmerica is required to maintain a total leverage ratio (as defined) for the most recently completed four fiscal quarters of less than or equal to 4.50 to 1.00 for periods after December 31, 2014, except for periods following a material acquisition. However, if an offering of Equity Interests (as defined) in CrossAmerica occurs after July 2, 2014, but prior to December 31, 2014, the total leverage ratio shall not exceed 4.50 to 1.00 for the fiscal quarter ending December 31, 2014; and the total leverage ratio shall not exceed 5.00 to 1.00 for the first two full fiscal quarters following the closing of a material acquisition or 5.50 to 1.00 upon the issuance of Qualified Senior Notes (as defined) in the aggregate principal amount of $175 million or greater. CrossAmerica is also required to maintain a senior leverage ratio (as defined) after the issuance of qualified senior notes of $175 million or greater of less than or equal to 3.00 to 1.00 and a consolidated interest coverage ratio (as defined) of at least 2.75 to 1.00. | |||||||||||||
CrossAmerica is prohibited from making distributions to its unitholders if any potential default or event of default occurs or would result from the distribution, or if CrossAmerica is not in compliance with its financial covenants. In addition, the CrossAmerica credit facility contains various covenants which may limit, among other things, CrossAmerica’s ability to grant liens; create, incur, assume, or suffer to exist other indebtedness; or make any material change to the nature of CrossAmerica’s business, including mergers, liquidations, and dissolutions; and make certain investments, acquisitions or dispositions. | |||||||||||||
CrossAmerica Other Debt | |||||||||||||
CrossAmerica entered into a lease for certain sites for which CrossAmerica is obligated to purchase these sites, at the election of the seller, either (a) in whole on or about August 1, 2015, or (b) in approximately equal parts over a 5 year period for an average of $5 million per year beginning in 2016. Due to the obligation to purchase the sites under the lease, the lease is accounted for as a financing. CrossAmerica recorded $26 million of debt, which was determined to be its fair value, and the payments made until the purchase will be classified as interest expense. | |||||||||||||
CrossAmerica also issued a $1 million note payable in connection with a 2013 acquisition. The note matures July 1, 2018, at which time a balloon payment for all outstanding principal and any unpaid interest is due. The loan is secured by all the real and personal property at these sites. |
Related_Party
Related Party | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Related Party Disclosure | RELATED-PARTY TRANSACTIONS | ||||||||
Related Party Transactions with Valero | |||||||||
As discussed in Note 1, Valero retained a 20% ownership interest in CST’s common stock through November 14, 2013. CST considered transactions with Valero to be with a related-party through this date. | |||||||||
Purchased Motor Fuel | |||||||||
As discussed in Note 1, Valero supplied substantially all of the motor fuel purchased by the U.S. Retail and Canadian Retail segments for resale during all years presented. Valero supplied less than 2% of CrossAmerica’s motor fuel purchased for the period from October 1, 2014 through December 31, 2014. For purposes of these financial statements, payables and receivables related to transactions between CST and Valero were included as a component of the net investment prior to the spin-off and as “Accounts payable to Valero” subsequent to the spin-off. | |||||||||
Medical insurance, life insurance, and employee benefit plan expenses | |||||||||
Valero allocated these costs to CST based on Valero’s determination of actual costs attributable to our employees, which CST recorded as components of operating expenses and general and administrative expenses for all periods presented. In connection with the spin-off, CST entered into an Employee Matters Agreement with Valero. The Employee Matters Agreement governs Valero’s and CST’s compensation and employee benefit obligations with respect to the current and former employees of each company, and generally allocates liabilities and responsibilities relating to employee compensation and benefit plans and programs. In connection with the spin-off, CST recognized a $15 million receivable from Valero in connection with Valero’s agreement to indemnify CST for self-insurance obligations that were incurred up to and including the distribution date. | |||||||||
Certain corporate functions | |||||||||
As discussed in Note 1, certain corporate functions performed by Valero on behalf of CST prior to the spin-off were charged to CST based primarily on specific identification of time and/or activities associated with CST, employee headcount or capital expenditures. CST recorded these corporate allocations as a component of general and administrative expenses in the combined statements of income. | |||||||||
The following table reflects significant transactions between CST and Valero during 2013 and 2012 (in millions): | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Cost of sales | $ | 10,460 | $ | 10,810 | |||||
Operating expenses(a) | 14 | 43 | |||||||
General and administrative expenses(a) | 14 | 36 | |||||||
(a) | Includes stock-based compensation and employee benefit plan expense allocations that are more fully described in Notes 17 and 20, respectively. | ||||||||
Net Investment | |||||||||
The following is a reconciliation of the amounts presented as “Net transfers to Valero” on the statements of changes in stockholders’ equity/net investment and the amounts presented as “Net transfers to Valero” on the statements of cash flows. | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Net transfers to Parent per statements of changes in net investment | $ | (739 | ) | $ | (222 | ) | |||
Non-cash transactions: | |||||||||
Net transfers of assets and liabilities with Valero | 361 | 3 | |||||||
Net transfers to Valero per statements of cash flows | $ | (378 | ) | $ | (219 | ) | |||
Certain adjustments were made subsequent to the spin-off to true-up the differences between the book basis and the tax basis of certain assets and liabilities, which resulted in a $9 million reduction in deferred income tax assets and an offsetting reduction to APIC in 2013. | |||||||||
Related Party Transactions with CrossAmerica | |||||||||
As discussed in Note 1, CST completed the GP Purchase and IDR Purchase in October 2014. CST considers transactions with CrossAmerica to be with a related-party and accounts for the transactions as entities under common control. | |||||||||
Rent and Purchased Motor Fuel | |||||||||
As discussed in Note 3, CrossAmerica leases certain retail sites and sells motor fuel to our U.S. Retail segment. The U.S. Retail segment incurred rent expense on these retail sites of less than $1 million and purchased approximately 6 million gallons of motor fuel from CrossAmerica during the three months ended December 31, 2014. | |||||||||
Amended and Restated Omnibus Agreement | |||||||||
Concurrent with the GP Purchase and IDR Purchase, CST, as General Partner, entered into an amended and restated omnibus agreement (“Amended Omnibus Agreement”) with CrossAmerica and various affiliated parties, which amends and restates the original omnibus agreement. | |||||||||
Pursuant to the Amended Omnibus Agreement, CST agrees, among other things, to provide, or cause to be provided, to CrossAmerica the management services previously provided by DMI to CrossAmerica on substantially the same terms and conditions as were applicable to DMI under the original omnibus agreement. Pursuant to the terms of a transition services agreement by and between DMI and CST, DMI provided the management services it provided under the original omnibus agreement to CrossAmerica on our behalf through December 31, 2014. The current fee for the management services provided by CST to CrossAmerica is $670,000 per month, plus a variable rate based on the wholesale motor fuel gallons distributed by CrossAmerica. These charges represent the general and administrative costs of managing CrossAmerica and have been adjusted at year end to actual costs incurred through December 31, 2014. The adjustment from the monthly charge was immaterial. CST and CrossAmerica have the right to negotiate the amount of the management fee on an annual basis, or more often as circumstances require. We expect to update the management fee to reflect current costs of providing management services in the first quarter of 2015. | |||||||||
The initial term of the Amended Omnibus Agreement is five years and will automatically renew for additional one year terms unless any party provides written notice to the other parties 180 days prior to the end of the then current term. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Commitments and Contingencies Disclosure | COMMITMENTS AND CONTINGENCIES | ||||||||||||
Leases | |||||||||||||
We have long-term operating lease commitments for land, office facilities, retail sites, retail site buildings and related equipment that generally contain renewal options for periods ranging from five to ten years. In addition to minimum rental payments, certain leases require additional contingent payments based on motor fuel volume sold. We also have capital lease commitments for certain retail sites as described in Note 9. In most cases, we expect that in the normal course of business, our leases will be renewed or replaced by other leases. | |||||||||||||
CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and as CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as lease financing obligations and are included in the table below. CrossAmerica also leases certain fuel stations and equipment under lease agreements accounted for as capital lease obligations. | |||||||||||||
As of December 31, 2014, our consolidated future minimum lease payments for (i) operating leases having initial or remaining noncancelable lease terms in excess of one year and (ii) capital leases were as follows (in millions): | |||||||||||||
Operating Leases | |||||||||||||
CST | CrossAmerica | Total | |||||||||||
2015 | $ | 30 | $ | 16 | $ | 46 | |||||||
2016 | 28 | 14 | 42 | ||||||||||
2017 | 26 | 13 | 39 | ||||||||||
2018 | 21 | 11 | 32 | ||||||||||
2019 | 16 | 10 | 26 | ||||||||||
Thereafter | 72 | 52 | 124 | ||||||||||
Total minimum rental payments | $ | 193 | $ | 116 | $ | 309 | |||||||
Capital Leases | |||||||||||||
CST | CrossAmerica | Total | |||||||||||
2015 | $ | 3 | $ | 6 | $ | 9 | |||||||
2016 | 3 | 6 | 9 | ||||||||||
2017 | 3 | 6 | 9 | ||||||||||
2018 | 2 | 6 | 8 | ||||||||||
2019 | 2 | 6 | 8 | ||||||||||
Thereafter | 10 | 65 | 75 | ||||||||||
Total minimum rental payments | 23 | 95 | $ | 118 | |||||||||
Less amount representing interest | (12 | ) | (32 | ) | (44 | ) | |||||||
Net minimum rental payments | $ | 11 | $ | 63 | $ | 74 | |||||||
Rental expense was as follows (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Minimum rental expense (CrossAmerica: $5 for the year ended December 31, 2014) | $ | 33 | $ | 28 | $ | 25 | |||||||
Contingent rental expense | 20 | 22 | 23 | ||||||||||
Total rental expense | $ | 53 | $ | 50 | $ | 48 | |||||||
Litigation Matters | |||||||||||||
We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. Except as otherwise stated below, none of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation. | |||||||||||||
MTBE Litigation—CST | |||||||||||||
Prior to the spin-off, Valero was named in four cases alleging liability related to methyl-tertiary butyl ether (“MTBE”) contamination in groundwater. The plaintiffs are generally water providers, governmental authorities and private water companies alleging that refiners, marketers or retailers of MTBE and gasoline containing MTBE are liable for manufacturing or distributing a defective product. In July 2013, Valero reached an agreement in principle to settle these cases. The Separation and Distribution Agreement between Valero and CST provides that Valero will retain all third-party claims occurring prior to the spin-off relating to those MTBE cases; therefore we have not recorded a loss contingency related to these MTBE cases. | |||||||||||||
Canadian Price Fixing Claims—CST | |||||||||||||
Ultramar Ltd., Valero’s principal Canadian subsidiary (“Ultramar”), four of its then current and former employees and several competitors were named as defendants in four class actions alleging that Ultramar and the other named competitors engaged in illegal price fixing in four distinct markets in the province of Québec. The cases were filed in June 2008 following an investigation by the Canadian Competition Bureau, which resulted in limited guilty pleas by Ultramar and two former employees and charges laid against several alleged co-conspirators. The guilty pleas followed an extensive government investigation and was confined to a limited time period and limited geographic area around Thetford Mines and Victoriaville in Québec. | |||||||||||||
As a result, four class actions were filed on the same day in the matters of (i) Simon Jacques vs. Ultramar et al in the Superior Court of Québec, District of Québec City, (ii) Daniel Thouin/ Marcel Lafontaine vs. Ultramar et al, Superior Court of Québec, District of Montreal, (iii) Michael Jeanson et al vs. Ultramar et al, Superior Court of Québec, District of Hull and (iv) Thibeau vs. Ultramar et al, Superior Court of Québec, District of Montreal. As required, pursuant to the civil procedure rules in effect, the first filed claim is given priority, and the others are suspended pending final judgment on the first filed claim. The plaintiffs’ lawsuits alleged the existence of a conspiracy beyond the scope of the time and geographic regions of the guilty pleas. Hearings on class suitability took place in September 2009, and in November 2009 and the court allowed plaintiffs to assert claims for a time range of 2002 to 2006, but limited the geographic area of the claims to the four limited markets, which were the subject of the investigation by the Competition Bureau. Recently, the court allowed the plaintiffs to amend their claims to assert claims, which include claims for 2001 and claims for interest and attorneys fees. During the fourth quarter of 2012, we concluded a loss was probable and reasonably estimable and as such, we recorded an immaterial loss contingency liability for the amount we believe could be assessed against Ultramar. Due to the inherent uncertainty of litigation, we believe it is reasonably possible that CST may suffer a loss in excess of the amount recorded that could have a material adverse effect on our results of operations, financial position or liquidity with respect to one or more of the lawsuits. Ultramar intends to vigorously contest the scope of alleged liability and damages. | |||||||||||||
On June 10, 2011, Ultramar and several other defendants were served with a “new” amended motion to institute a class action in the matter of Daniel Thouin v. Ultramar Ltd., et al., Superior Court of Québec, District of Québec. On September 6, 2012, the Superior Court of Québec authorized the class action to be extended to 14 additional cities/regions of the Province of Québec, which were beyond the scope of the Competition Bureau’s investigation and the guilty pleas referenced above. CST does not believe that a loss for this claim is either probable or estimable at this time and intends to vigorously defend these claims. | |||||||||||||
An estimate of the possible loss or range of loss from an adverse result in all or substantially all of these cases cannot be reasonably made due to a number of factors, the most significant of which is that no amount of damages has been specified by the plaintiffs. | |||||||||||||
UST Fund Reimbursement Litigation—CST | |||||||||||||
Colorado. On October 30, 2013, the State of Colorado filed a lawsuit against Valero and CST and several of their subsidiaries and affiliates claiming that, prior to the spin-off, Valero and its former retail subsidiaries filed claims with and recovered funds from Colorado’s Underground Storage Tank Fund and failed to disclose the existence of and/or recoveries from insurance policies, which are alleged to provide coverage for the same remediation activities. The case is subject to the accelerated “CAPP” rules of procedure in Colorado and a trial date is set for March 30, 2015. During the first quarter of 2014, the plaintiffs filed an amended complaint seeking forfeiture of amounts paid by the UST Fund or payment of amounts recovered from insurers for these sites, which they alleged to be in excess of $15 million. While Valero has and continues to maintain control over the historical insurance policies at issue, we are unaware of any insurance claims that were made, or proceeds received, for costs associated with UST remediation at sites in Colorado, other than a settlement in 2002, which was reported to the State. The State agreed to accept a portion of the proceeds from that settlement apportioned to retail sites in Colorado and to release all claims for the sites potentially involved in those insurance recovery actions. We believe that there is no factual basis for the State’s claims and that there are numerous legal defenses to these claims. Both Valero and CST have made demands on the other under the terms of the Separation and Distribution Agreement, which CST and Valero have agreed to resolve after the underlying matters is resolved if necessary. We are working jointly with Valero and intend to vigorously defend this litigation. CST believes that the claims advanced by the state, while unsupportable, are also covered by insurance and have made demands on insurers for defense of this litigation as well the defense of the litigation in Louisiana. | |||||||||||||
Louisiana. A lawsuit was filed on behalf of the State of Louisiana in the first quarter of 2014 in Louisiana state court against Valero and CST and several of their subsidiaries and affiliates making claims for pre-spin-off claims and recoveries by Valero and its former retail subsidiaries from Louisiana’s UST Fund. This case is in the very initial stages of litigation. Although the claims are similar to those alleged in the Colorado case previously discussed, this litigation involves only sites in Louisiana. We do not believe that these claims have any factual basis, and we believe that we have numerous legal defenses to these claims. Valero and CST are working jointly and we intend to vigorously defend this litigation. | |||||||||||||
Pennsylvania. A lawsuit was filed on behalf of the State of Pennsylvania in Pennsylvania state court against numerous fuel retailers, including Valero and CST and several of their subsidiaries and affiliates for pre-spin-off claims and recoveries by Valero and its former retail subsidiaries against the Pennsylvania UST Fund. CST’s business never operated sites in Pennsylvania and we do not believe that we are a proper party to this litigation. The state voluntarily dismissed this litigation without prejudice and it is uncertain whether CST will be named as a party to any future litigation the state may choose to pursue. | |||||||||||||
Telecommunications Consumer Protection Act Litigation—CST | |||||||||||||
CST has been named as a defendant in a purported class action filed in state court in Nevada alleging that it sent text message marketing communications to recipients who had not given appropriate authorization to receive such communications. This litigation was removed to federal court in Nevada and is in very early stages of litigation. It is too early to assess the likelihood of any potential loss; however, we intend to vigorously oppose class certification and will vigorously defend the claims. | |||||||||||||
Environmental Matters | |||||||||||||
We are subject to extensive federal, state, provincial and local environmental laws and regulations, including those relating to USTs, the release or discharge of materials into the air, water and soil, waste management, pollution prevention measures, the generation, storage, handling, use, transportation and disposal of hazardous materials, the exposure of persons to hazardous materials, greenhouse gas emissions and characteristics, composition, storage and sale of motor fuel, and the health and safety of our employees. | |||||||||||||
We are required to make financial expenditures to comply with regulations governing USTs adopted by federal, state, provincial and local regulatory agencies. Pursuant to the Resource Conservation and Recovery Act of 1976, as amended, the U.S. Environmental Protection Agency has established a comprehensive regulatory program for the detection, prevention, investigation and cleanup of leaking USTs. State or local agencies are often delegated the responsibility for implementing the federal program or developing and implementing equivalent state or local regulations. We have a comprehensive program in place for performing routine tank testing and other compliance activities which are intended to promptly detect and investigate any potential releases. In addition, the U.S. Federal Clean Air Act and similar state laws impose requirements on emissions to the air from motor fueling activities in certain areas of the country, including those that do not meet state or national ambient air quality standards. These laws may require the installation of vapor recovery systems to control emissions of volatile organic compounds to the air during the motor fueling process. We believe we are in compliance in all material respects with applicable environmental requirements, including those applicable to our USTs. | |||||||||||||
We are in the process of investigating and remediating contamination at a number of our sites as a result of recent or historic releases of motor fuel. In addition, we make routine applications to state trust funds for the sharing, recovering and reimbursement of certain cleanup costs and liabilities as a result of releases of motor fuel from storage systems. | |||||||||||||
Because environmental laws and regulations are becoming more complex and stringent and new environmental laws and regulations are continuously being enacted or proposed, the level of future expenditures required for environmental matters could increase. In addition, any major upgrades in any of our operating facilities could require material additional expenditures to comply with environmental laws and regulations. | |||||||||||||
Environmental exposures are difficult to assess and estimate for numerous reasons including the complexity and differing interpretations of governmental regulations, the lack of reliable data, the number of potentially responsible parties and their financial capabilities, the multiplicity of possible solutions and the duration of remedial and monitoring activity required. Accruals for environmental liabilities are recorded based on our best estimate using all information that is available at the time. Loss estimates are measured and liabilities are based on currently available facts, existing technology and presently enacted laws and regulations, taking into consideration the likely effects of inflation and other societal and economic factors. Also considered when measuring environmental liabilities are our prior experience in remediation of contaminated sites, other companies’ cleanup experience and data released by the relevant authority. | |||||||||||||
Legislative and regulatory initiatives regarding climate change and greenhouse gas emissions have accelerated recently in the U.S. and Canada. Greenhouse gases are certain gases, including carbon dioxide that may be contributing to global warming and other climatic changes. If governmental climate change or greenhouse gas reduction initiatives are enacted, they could have a material adverse impact on our business, financial condition and results of operations by increasing our regulatory compliance expenses, increasing our motor fuel costs and/or decreasing customer demand for motor fuel sold at our locations. For example, the California Global Warming Solutions Act, also known as AB 32, directs the California Air Resources Board (“CARB”) to develop and issue regulations to reduce greenhouse gas (“GHG”) emissions in California to 1990 levels by 2020. CARB has promulgated a variety of regulations aimed at reaching this goal, including a regulation creating a statewide cap-and-trade program for the GHG emissions from large stationary sources and fuels suppliers. The cap-and-trade program began regulating the GHG emissions from refineries in 2013, and began covering the GHG emissions from fuels suppliers on January 1, 2015; i.e., fuels suppliers must obtain and hold allowances equivalent to the GHG emissions associated with combustion of all fuel they sell in California. This will mean that the price we pay to purchase motor fuel for resale will increase in California as refiners charge distributors more to cover their cap-and-trade compliance costs and, thereby, we will pass that cost on to our customers. In addition, the Canadian province of Québec enacted a regulation creating a cap-and-trade system that will apply to us starting on January 1, 2015. To the degree these programs or greenhouse gas regulations increase cost that we are unable to recover or otherwise adversely impact consumer demand, these matters could have a material adverse effect on our financial position, results of operations and liquidity. | |||||||||||||
Self-Insurance Matters | |||||||||||||
We are partially self-insured for our general liability insurance. We maintain insurance coverage at levels that are customary and consistent with industry standards for companies of similar size. All of our liability and property insurance policies contain retention and deductible clauses that limit our loss exposure. We are a nonsubscriber under the Texas Workers’ Compensation Act and maintain an employee injury plan in compliance with the Employee Retirement Income Security Act of 1974 in the U.S., which is self-insured. For our U.S. operations outside of Texas, we maintain statutory workers’ compensation insurance, which is partially self-insured. In Canada, we are a subscriber under the public system workers’ compensation of the provinces where we operate. As of December 31, 2014, there are a number of outstanding claims that are of a routine nature. The estimated incurred but unpaid liabilities relating to these claims are included in other accrued expenses. Additionally, there are open claims under previous policies that have not been resolved as of December 31, 2014. While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $18 million will be sufficient to cover the related liability and that the ultimate disposition of these claims will have no material effect on our financial position, results of operations and cash flows. Valero has fully indemnified us for the portion of the liability relating to claims incurred up to the date of the separation and the distribution, which is discussed in Note 14. | |||||||||||||
Tax Matters | |||||||||||||
We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties. |
Equity
Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Equity Disclosure | EQUITY | ||||||||||||
CST Share Activity | |||||||||||||
A total of 250 million shares of CST common stock, $0.01 par value, have been authorized of which, 77,674,450 were issued and 77,161,736 were outstanding as of December 31, 2014, and 75,599,944 were issued and outstanding as of December 31, 2013. Included in these amounts were 176,323 and 202,703 shares as of December 31, 2014 and December 31, 2013, respectively, which represent restricted shares that were not yet vested. | |||||||||||||
In connection with the GP Purchase and IDR Purchase, we issued 2,044,490 unregistered shares of our common stock on October 1, 2014. | |||||||||||||
Activity related to shares of CST’s common stock and treasury stock was a follows (in thousands): | |||||||||||||
Common Stock | Treasury Stock | ||||||||||||
Balance at May 1, 2013 | — | — | |||||||||||
Issuance of stock at the spin-off | 75,397 | — | |||||||||||
Transactions in connection with stock-based compensation plans: | |||||||||||||
Stock issuances | 203 | — | |||||||||||
Balance at December 31, 2013 | 75,600 | — | |||||||||||
Transactions in connection with stock-based compensation plans: | |||||||||||||
Stock issuances | 30 | — | |||||||||||
Stock repurchases | — | (11 | ) | ||||||||||
Issuance of stock for the GP Purchase and IDR Purchase | 2,044 | — | |||||||||||
Stock repurchases under buyback program | — | (502 | ) | ||||||||||
Balance at December 31, 2014 | 77,674 | (513 | ) | ||||||||||
CST Treasury Stock | |||||||||||||
On August 5, 2014, our Board of Directors approved a stock repurchase plan under which we are authorized to purchase shares of our common stock up to a maximum dollar amount of $200 million, until such authorization is exhausted or withdrawn by our Board of Directors. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our outstanding common stock in the open market, at management’s discretion, based on market and business conditions, applicable legal requirements and other factors, or pursuant to an issuer repurchase plan or agreement that may be in effect. The repurchase program does not obligate us to acquire any specific amount of common stock and will continue until otherwise modified or terminated by our Board of Directors at any time at its sole discretion and without notice. As of December 31, 2014 we have $178 million remaining authorization under the $200 million program. | |||||||||||||
We have purchased shares of our common stock under our publicly announced plan as described above. We have also purchased or plan to purchase shares of our common stock in connection with exercise proceeds and withholding taxes related to the exercise of stock options, the vesting of restricted stock and the vesting of restricted stock units. As of December 31, 2014 we have repurchased 512,714 common shares for a total purchase price of $22 million. | |||||||||||||
CST Dividends | |||||||||||||
We have paid regular quarterly cash dividends of $0.0625 per CST common share each quarter, commencing with the quarter ended September 30, 2013. The timing, declaration, amount and payment of future dividends to stockholders will fall within the discretion of our Board of Directors. Our indebtedness also restricts our ability to pay dividends. As such, there can be no assurance we will continue to pay dividends in the future. | |||||||||||||
CrossAmerica Distributions | |||||||||||||
CrossAmerica’s quarterly distribution for the fourth quarter of 2014 was $0.5425 per CrossAmerica common unit. | |||||||||||||
Comprehensive Income | |||||||||||||
Comprehensive income for a period encompasses net income and all other changes in equity other than from transactions with our stockholders. Foreign currency translation adjustments are the only component of our accumulated other comprehensive income. Our other comprehensive income or loss before reclassifications results from changes in the value of foreign currencies (the Canadian dollar) in relation to the U.S. dollar. Changes in foreign currency translation adjustments were as follows for the years ended December 31, 2014, 2013 and 2012 (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at the beginning of the period | $ | 133 | $ | 170 | $ | 160 | |||||||
Other comprehensive (loss) income before reclassifications | (56 | ) | (37 | ) | 10 | ||||||||
Amounts reclassified from other comprehensive income | — | — | — | ||||||||||
Net other comprehensive (loss) income | (56 | ) | (37 | ) | 10 | ||||||||
Balance at the end of the period | $ | 77 | $ | 133 | $ | 170 | |||||||
Noncontrolling Interest | |||||||||||||
Noncontrolling interest represents the limited partner equity in CrossAmerica owned by outside limited partners. As a result of the GP Purchase, we adjusted the noncontrolling interest to $771 million as a result of consolidating the net assets of CrossAmerica at their fair values. At December 31, 2014 we did not have any equity ownership in CrossAmerica. As discussed in Note 1, we received approximately 1.5 million common units representing limited partner interests in CrossAmerica on January 1, 2015 in connection with the drop down of wholesale fuel supply interests. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Stock-Based Compensation Disclosure | STOCK-BASED COMPENSATION | |||||||||||||
Overview of CST Plans | ||||||||||||||
Prior to the spin-off, our employees participated in Valero’s stock-based compensation plans, and Valero allocated stock-based compensation costs to us based on Valero’s determination of actual costs attributable to our employees. No stock-based awards of CST were issued in exchange for either vested or non-vested Valero stock-based awards held by our employees prior to the spin-off. | ||||||||||||||
Valero accelerated the vesting of all of its non-vested restricted stock awards held by CST employees, including its named executive officers, in connection with the spin-off. As a result, we were charged for the remaining unrecognized stock-based compensation related to those awards at that time, which was $1 million. Performance shares held by CST employees were forfeited pursuant to the provisions in the performance share agreements between Valero and the affected employees. With respect to stock options to purchase Valero stock held by CST employees, Valero has adjusted the exercise prices and the number of shares subject thereto to reflect the impact of the distribution, as more particularly set forth in the Employee Matters Agreement. | ||||||||||||||
In anticipation of the spin-off, Valero, as sole stockholder of CST, and the CST Board of Directors approved the 2013 CST Brands, Inc. Omnibus Stock Incentive Plan (the “CST Plan”). The CST Plan permits us to grant stock options, stock appreciation rights, restricted stock, restricted units, other stock-based awards and cash awards to CST officers, directors and certain other employees. The CST Plan provided for a pool of 7.5 million shares of our common stock, and as of December 31, 2014 there were 6.6 million shares available for grant under the CST Plan. | ||||||||||||||
Compensation expense for CST’s stock-based awards is based on the fair values of the awards on the date of grant and is recognized on a straight-line basis over the vesting period of each vesting tranche. We record stock-based compensation as components of operating expenses and administrative expenses in the consolidated and combined statements of income. | ||||||||||||||
CrossAmerica has granted phantom units and other awards to employees of DMI who performed services for CrossAmerica. The value of these grants are remeasured at fair value at each balance sheet reporting date based on the fair market value of CrossAmerica’s common units, and the cumulative compensation cost related to that portion of the awards that have vested is recognized ratably over the vesting term. | ||||||||||||||
Stock-based compensation expense was as follows (in millions): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Stock-based compensation related to CST | $ | 10 | $ | 4 | $ | 2 | ||||||||
Stock-based compensation related to CrossAmerica | 8 | — | — | |||||||||||
Total stock-based compensation expense | $ | 18 | $ | 4 | $ | 2 | ||||||||
CST Stock Options | ||||||||||||||
Stock options granted under the CST Plan become exercisable in equal increments on the first, second and third anniversaries of their date of grant, and expire on the tenth anniversary of their date of grant. Exercise prices of these stock options are equal to the market value of the common stock on the date of grant. Market value is defined by the CST Plan as the mean of the highest and lowest prices per share of our stock on the NYSE on the date of grant. As of December 31, 2014, options to purchase 0.6 million shares were outstanding with exercise prices ranging from $29.53 to $41.54 per share. | ||||||||||||||
The following summarizes all CST stock option activity during the years ended December 31, 2014 and 2013: | ||||||||||||||
Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (Millions) | |||||||||||
Options outstanding at May 1, 2013 | — | |||||||||||||
Granted | 239,985 | $ | 29.87 | |||||||||||
Exercised | — | |||||||||||||
Unvested options forfeited | (2,125 | ) | $ | 29.53 | ||||||||||
Options outstanding at December 31, 2013 | 237,860 | $ | 29.87 | 9.4 | $ | 2 | ||||||||
Granted | 375,382 | $ | 31.45 | |||||||||||
Exercised | (929 | ) | $ | 29.53 | $ | — | ||||||||
Unvested options forfeited | (5,974 | ) | $ | 29.62 | ||||||||||
Vested options expired | (2,500 | ) | $ | 29.53 | ||||||||||
Options outstanding at December 31, 2014 | 603,839 | $ | 30.86 | 8.9 | $ | 8 | ||||||||
Options exercisable at December 31, 2014 | 75,659 | $ | 29.89 | 8.4 | $ | 1 | ||||||||
The aggregate intrinsic value at year end in the table above represents the total pre-tax intrinsic value that would have been received by the option holders if all of the in-the-money options were exercised on December 31, 2014. The pre-tax intrinsic value is the difference between the closing price of our common stock on December 31, 2014 and the exercise price for each in-the-money option. This value fluctuates with the changes in the price of our common stock. | ||||||||||||||
The fair value of each option was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions used for grants during 2014 and 2013: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Expected term (years) | 6 | 6 | ||||||||||||
Expected stock price volatility | 39.8 | % | 44.39 | % | ||||||||||
Risk-free interest rate | 1.94 | % | 1.04 | % | ||||||||||
Expected dividend yield | 0.8 | % | 0.84 | % | ||||||||||
Expected term was estimated using the simplified method, which takes into account vesting and contractual term. The simplified method is being used to calculate expected term due to the lack of prior grant history and a relatively small number of recent expected life assumptions available from our peers. Expected stock price volatility was based on the weighted-average of our peer group’s median implied volatility, our own mean reversion volatility, and the median of our peer group’s most recent volatilities over the expected term. The risk-free interest rate was based on the rate of a zero-coupon U.S. Treasury instrument with a remaining term approximately equal to the expected term. The risk free rate was calculated by interpolating between the published 5-year and 7-year U.S. Treasury spot rates. The expected dividend yield was based on the market value of the common stock on the date of grant (as defined by the Plan) and assumed future annual dividends of $0.25 per share. | ||||||||||||||
The weighted-average fair value of options granted under the CST Plan in 2014 was $11.86. As of December 31, 2014 there was $2 million of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of approximately 1.3 years. | ||||||||||||||
CST Restricted Stock Awards | ||||||||||||||
Restricted stock awards granted under the CST Plan participate in dividends and vest under one of the following schedules: | ||||||||||||||
• | in full on the first anniversary of their date of grant; | |||||||||||||
• | in full on the third anniversary of their date of grant; | |||||||||||||
• | in three equal increments on the first, second and third anniversaries of their date of grant. | |||||||||||||
The following summarizes all restricted stock activity during the years ended December 31, 2014 and 2013: | ||||||||||||||
Number of CST Shares | Weighted-Average Grant-Date Fair Value | |||||||||||||
Restricted shares outstanding at May 1, 2013 | — | |||||||||||||
Granted | 203,813 | $ | 29.73 | |||||||||||
Vested | — | |||||||||||||
Forfeited | (1,110 | ) | $ | 29.53 | ||||||||||
Restricted shares outstanding at December 31, 2013 | 202,703 | $ | 29.73 | |||||||||||
Granted | 32,347 | $ | 31.22 | |||||||||||
Vested | (55,467 | ) | $ | 29.69 | ||||||||||
Forfeited | (3,260 | ) | $ | 29.53 | ||||||||||
Restricted shares outstanding at December 31, 2014 | 176,323 | $ | 30.03 | |||||||||||
The fair value of each share of restricted stock is estimated on the date of grant as the mean of the highest and lowest prices per share of our stock price on the NYSE on the date of grant. As of December 31, 2014, there was $2 million of unrecognized compensation cost related to unvested restricted stock. This cost is expected to be recognized over a weighted-average period of approximately 1.2 years. | ||||||||||||||
CST Restricted Stock Units | ||||||||||||||
Restricted stock units granted under the CST Plan participate in dividends and vest in three equal increments on the first, second and third anniversaries of their date of grant. | ||||||||||||||
The following summarizes all CST restricted stock unit activity during the year ended December 31, 2014: | ||||||||||||||
Number of CST Restricted Stock Units | Weighted-Average Grant-Date Fair Value | |||||||||||||
Restricted stock units outstanding at December 31, 2013 | — | |||||||||||||
Granted | 141,375 | $ | 31.46 | |||||||||||
Vested | — | |||||||||||||
Forfeited | (123 | ) | $ | 31.12 | ||||||||||
Restricted stock units outstanding at December 31, 2014 | 141,252 | $ | 31.46 | |||||||||||
The fair value of each restricted stock units is estimated on the date of grant as the mean of the highest and lowest prices per share of CST’s stock price on the NYSE on the date of grant. As of December 31, 2014, there was $2 million of unrecognized compensation cost related to unvested restricted stock units. This cost is expected to be recognized over a weighted-average period of approximately 1.4 years. | ||||||||||||||
CrossAmerica Equity-Based Awards | ||||||||||||||
In connection with the initial public offering of CrossAmerica, the General Partner adopted the Lehigh Gas Partners LP 2012 Incentive Award Plan (the “CrossAmerica Plan”), a long-term incentive plan for employees, officers, consultants and directors of the General Partner of CrossAmerica and any of its affiliates who perform services for CrossAmerica. The maximum number of common units that may be delivered with respect to awards under the CrossAmerica Plan is 1,505,000. Generally, the CrossAmerica Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit awards, unit appreciation rights, distribution equivalent rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The CrossAmerica Plan is administered by the Board of Directors of the CrossAmerica’s General Partner or a committee thereof (the “Plan Administrator”). | ||||||||||||||
The Plan Administrator may terminate or amend the CrossAmerica Plan at any time with respect to any common units for which a grant has not yet been made. The Plan Administrator also has the right to alter or amend the CrossAmerica Plan or any part of the CrossAmerica Plan from time to time, including increasing the number of common units that may be granted, subject to unitholder approval as required by the exchange upon which common units are listed at that time. | ||||||||||||||
CrossAmerica has primarily granted phantom units under the CrossAmerica Plan. Phantom units generally vest in three equal increments on the first, second and third anniversaries of their date of grant. However, grants made in the fourth quarter of 2014 to the non-employee members of the current Board of Directors will vest in full on the first anniversary of their date of grant. | ||||||||||||||
The following is a summary of phantom unit activity for the three months ended December 31, 2014: | ||||||||||||||
Number of CrossAmerica Units | ||||||||||||||
Phantom units outstanding at September 30, 2014 | 321,772 | |||||||||||||
Granted | 103,184 | |||||||||||||
Vested | (169,580 | ) | ||||||||||||
Forfeited | — | |||||||||||||
Phantom units outstanding at December 31, 2014 | 255,376 | |||||||||||||
The fair value of the phantom units and other non-vested awards outstanding at December 31, 2014, based on the closing price of CrossAmerica’s common units, was $11 million. Unrecognized compensation expense related to the non-vested awards was $8 million at December 31, 2014 and is expected to be recognized over a weighted average period of 1.7 years. | ||||||||||||||
In connection with the GP Purchase, all unvested awards held by covered persons and members of the former Board of Directors of the General Partner vested on October 1, 2014. As a result, 169,580 phantom units and certain other awards vested. The incremental charge recorded in the fourth quarter of 2014 associated with the accelerated vesting of these awards was approximately $5 million. | ||||||||||||||
CrossAmerica expects to grant units to certain members of management in March of 2015 representing annual incentive compensation for 2014. As these grants relate to 2014 compensation and will have immediate vesting, CrossAmerica has recognized expense for the entire $2 million value of these grants in the fourth quarter of 2014. The number of units that will ultimately be granted will be determined by the value of CrossAmerica’s common units on the date of grants. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||
Earnings Per Share Disclosure | EARNINGS PER COMMON SHARE | ||||||||||||||||||||||||
On May 1, 2013, 75,397,241 shares of our common stock were distributed to Valero’s stockholders and Valero in conjunction with the spin-off. For comparative purposes and to provide a more meaningful calculation of earnings per share, we have assumed this amount to be outstanding as of the beginning of the years ended December 31, 2013 and 2012 in the calculation of weighted-average shares outstanding. | |||||||||||||||||||||||||
Earnings per common share are computed after adjustment for net income or loss attributable to noncontrolling interest. Therefore, all earnings per common share information solely relates to CST common stockholders. | |||||||||||||||||||||||||
Earnings per common share were computed as follows (in millions, except shares outstanding, common equivalent shares and per share amounts): | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | ||||||||||||||||||||
Earnings per common share: | |||||||||||||||||||||||||
Net income attributable to CST stockholders | $ | 200 | $ | 139 | $ | 208 | |||||||||||||||||||
Less dividends declared: | |||||||||||||||||||||||||
Common stock | 19 | 9 | — | ||||||||||||||||||||||
Undistributed earnings | $ | 181 | $ | 130 | $ | 208 | |||||||||||||||||||
Weighted-average common shares outstanding (in thousands) | 302 | 75,909 | 131 | 75,397 | — | 75,397 | |||||||||||||||||||
Earnings per common share | |||||||||||||||||||||||||
Distributed earnings | $ | 0.25 | $ | 0.25 | $ | 0.13 | $ | 0.13 | $ | — | $ | — | |||||||||||||
Undistributed earnings | 2.38 | 2.38 | 1.71 | 1.71 | — | 2.76 | |||||||||||||||||||
Total earnings per common share | $ | 2.63 | $ | 2.63 | $ | 1.84 | $ | 1.84 | $ | — | $ | 2.76 | |||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | ||||||||||||||||||||
Earnings per common share - assuming dilution: | |||||||||||||||||||||||||
Net income attributable to CST stockholders | $ | 200 | $ | 139 | $ | 208 | |||||||||||||||||||
Weighted-average common shares outstanding (in thousands) | 75,909 | 75,397 | 75,397 | ||||||||||||||||||||||
Common equivalent shares: | |||||||||||||||||||||||||
Stock options (in thousands) | 34 | — | — | ||||||||||||||||||||||
Restricted stock (in thousands) | 91 | 28 | — | ||||||||||||||||||||||
Restricted stock units (in thousands) | 52 | — | — | ||||||||||||||||||||||
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,086 | 75,425 | 75,397 | ||||||||||||||||||||||
Earnings per common share - assuming dilution | $ | 2.63 | $ | 1.84 | $ | 2.76 | |||||||||||||||||||
The table below presents securities that have been excluded from the computation of diluted earnings per share because they would have been anti-dilutive for the periods presented: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Weighted-average anti-dilutive options (in thousands) | 245 | 151 | — | ||||||||||||||||||||||
No stock-based awards of CST common shares were issued in exchange for either vested or non-vested Valero stock-based awards held by our employees prior to the spin-off. Therefore, there are no stock-based awards included in the calculation of shares used in the diluted earnings per share prior to the spin-off. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes Disclosure | INCOME TAXES | ||||||||||||
Income before income tax expense from our U.S. and Canadian operations was as follows (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. operations | $ | 188 | $ | 111 | $ | 201 | |||||||
Canadian operations | 101 | 104 | 112 | ||||||||||
Income before income tax expense | $ | 289 | $ | 215 | $ | 313 | |||||||
The following is a reconciliation of the U.S. statutory federal income tax rate (35% for all years presented) to the consolidated effective income tax rate: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax expense at the U.S. statutory rate | 35 | % | 35 | % | 35 | % | |||||||
U.S. state income tax expense, net of U.S. federal income tax effect | 1.6 | 1.1 | 1.3 | ||||||||||
Canadian operations | (2.6 | ) | (3.8 | ) | (2.9 | ) | |||||||
CrossAmerica operations | 3.1 | — | — | ||||||||||
Credits | — | (0.4 | ) | — | |||||||||
State credit loss | — | 3.4 | — | ||||||||||
Other | 0.7 | — | 0.1 | ||||||||||
Income tax expense | 37.8 | % | 35.3 | % | 33.5 | % | |||||||
CrossAmerica historically has not been subject to Federal and most state income tax, with the exception of operations conducted through certain corporate subsidiaries. Excluding CrossAmerica, our 2014 effective tax rate was 34.7%. | |||||||||||||
Components of income tax expense related to net income were as follows (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
U.S. federal | $ | 59 | $ | 37 | $ | 67 | |||||||
U.S. state | 6 | 5 | 6 | ||||||||||
Canada | 20 | 18 | 33 | ||||||||||
Total current | 85 | 60 | 106 | ||||||||||
Deferred: | |||||||||||||
U.S. federal | 14 | (4 | ) | 1 | |||||||||
U.S. state | 2 | 10 | — | ||||||||||
Canada | 8 | 10 | (2 | ) | |||||||||
Total deferred | 24 | 16 | (1 | ) | |||||||||
Income tax expense | $ | 109 | $ | 76 | $ | 105 | |||||||
Excluding CrossAmerica, 2014 income tax expense was $106 million. | |||||||||||||
The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in millions): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Tax credit carryforwards | $ | — | $ | — | |||||||||
Net operating losses (“NOLs”) | 1 | 1 | |||||||||||
Lease financing obligation (CrossAmerica: $25 as of December 31, 2014) | 25 | — | |||||||||||
Inventories | 3 | 4 | |||||||||||
Unpaid insurance reserve | 5 | 5 | |||||||||||
Accrued expenses | 12 | 6 | |||||||||||
Property and equipment | 17 | 23 | |||||||||||
Intangibles | 59 | 69 | |||||||||||
Other assets (CrossAmerica: $4 as of December 31, 2014) | 9 | 6 | |||||||||||
Total deferred income tax assets | 131 | 114 | |||||||||||
Less: Valuation allowance (CrossAmerica: $6 as of December 31, 2014) | (7 | ) | (1 | ) | |||||||||
Net deferred income tax assets | 124 | 113 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Property and equipment (CrossAmerica: $48 as of December 31, 2014) | (171 | ) | (106 | ) | |||||||||
Intangibles (CrossAmerica: $10 as of December 31, 2014) | (10 | ) | — | ||||||||||
Other (CrossAmerica: $2 as of December 31, 2014) | (2 | ) | (1 | ) | |||||||||
Total deferred income tax liabilities | (183 | ) | (107 | ) | |||||||||
Net deferred income tax assets (liabilities) (CrossAmerica: $37 as of December 31, 2014) | (59 | ) | 6 | ||||||||||
Less: Current deferred income tax assets (CrossAmerica: $1 as of December 31, 2014) | (12 | ) | (7 | ) | |||||||||
Less: Non-current deferred income tax asset | (79 | ) | (93 | ) | |||||||||
Non-current deferred income tax liability (CrossAmerica: $38 as of December 31, 2014) | $ | (150 | ) | $ | (94 | ) | |||||||
The change in the balance sheet deferred tax accounts reflects deferred income tax expense, the deferred tax impact of other comprehensive income items, adjustments related to the spin-off and certain deferred taxes resulting from purchase accounting associated with the GP Purchase. In 2014 we recorded net deferred tax liabilities of $37 million as a result of the GP purchase. Since the purchase price allocation is preliminary, it is subject to change and such change could be material. | |||||||||||||
As of December 31, 2014, we had no income tax credit carryforwards. We have $25 million of state net operating losses (“NOL”) available for carry forward. The losses expire within a period of five to fifteen years. CST recorded a state NOL valuation allowance of $1 million on the entire state NOLs due to uncertainties related to our ability to utilize the state net operating losses. At December 31, 2014, our valuation allowance increased by $6 million primarily related to the acquisition of CrossAmerica. CrossAmerica’s valuation allowance at December 31, 2014 relates primarily to the uncertainty of the availability of future profits to realize the tax benefit of the existing deductible temporary difference. In conjunction with the CrossAmerica’s ongoing review of its actual results and anticipated future earnings, CrossAmerica continuously reassesses the possibility of releasing the valuation allowance on the deferred tax assets. The valuation allowance is based on our estimates of future taxable income in the various jurisdictions in which we operate and the period over which deferred income tax assets will be recoverable. It is reasonably possible that a significant portion of the valuation allowance will be released within the next twelve months. We believe the remaining deferred income taxes will be realized based on future taxable income and the reversal of existing temporary differences. Accordingly, we believe that no additional valuation allowances are necessary. | |||||||||||||
We provide tax reserves for federal, state, local and international uncertain tax positions. The development of these tax positions requires subjective, critical estimates and judgments about tax matters, potential outcomes and timing. Although the outcome of open tax examinations is uncertain, in management’s opinion, adequate provisions for income taxes have been made for potential liabilities resulting from these reviews. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions, or changes in assumptions in future periods, are recorded in the period they become known. To the extent additional information becomes available prior to resolution; such accruals are adjusted to reflect probable outcomes. | |||||||||||||
As of December 31, 2014 and 2013, we did not have any unrecognized tax benefits. Our practice is to recognize interest and penalties related to income tax matters in income tax expense. We had no interest and penalties for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
We operate in multiple tax jurisdictions, both inside and outside the United States and are routinely under audit by federal, state and foreign tax authorities. These reviews can involve complex matters that may require an extended period of time for resolution. Our U.S. federal income tax returns have been examined and settled through the tax year 2001. In addition, we are subject to ongoing audits in various state and local jurisdictions, as well as audits in various foreign jurisdictions. In general, the tax years January 1, 2002 through December 31, 2014, remain open in the major taxing jurisdictions, with some state and foreign jurisdictions remaining open longer, as the result of net operating losses and longer statutes of limitation periods. | |||||||||||||
The cumulative undistributed earnings of our foreign subsidiaries were approximately $965 million. These earnings are considered to be permanently reinvested in foreign operations and, accordingly, no provision for U.S. federal or state income taxes has been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to Canada. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculation. | |||||||||||||
Income taxes attributable to CrossAmerica's earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiary, are assessed at the individual unit holder level. | |||||||||||||
Our financial results prior to May 1, 2013, are included in the U.S. and Canadian consolidated tax returns of Valero prior to the spin-off. As such, with the exception of certain states, we did not make cash tax payments directly to taxing jurisdictions; rather, our share of Valero’s tax payments are reflected as changes in “net investment.” Direct cash payments for certain state income taxes and payments after the spin-off were approximately $77 million for CST and immaterial for CrossAmerica for the year ended December 31, 2014, $26 million for the year ended December 31, 2013 and $1 million for the year ended December 31, 2012. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans Disclosure | EMPLOYEE BENEFIT PLANS |
CST sponsors defined contribution plans that cover employees in the U.S. and Canada. Employees are eligible to participate in the plans once they meet the respective plans’ eligibility requirements, which differ depending on employee level and location. Once eligible, employees participating in the plans are entitled to receive employer matching contributions. Under these plans, employees can contribute a portion of their eligible compensation and CST will match these contributions at rates of 50% to 100% up to 4% of eligible compensation depending on employee level and location. At CST’s discretion, it may also make profit-sharing contributions, which can range from 0% to 4% of eligible compensation, to the plans to be allocated to the participants. Under these plans, we recorded contribution expenses of $9 million and $7 million for the years ended December 31, 2014 and 2013, respectively. These plans were put in place in 2013 and therefore there was no expense during 2012. | |
In addition, we recorded expenses related to Valero’s defined benefit and defined contribution plans of $5 million and $15 million for the years ended December 31, 2013 and 2012, respectively. Following the completion of the separation and the distribution, our active employees no longer participate in benefit plans sponsored or maintained by Valero, and instead participate in our benefit plans. | |
CrossAmerica’s General Partner manages operations and activities on their behalf. However, neither CrossAmerica, nor their subsidiaries, nor their General Partner have employees as of December 31, 2014. As of December 31, 2014, the majority of CrossAmerica’s management personnel were employees of DMI and related employee benefit costs were covered as part of a management fee. On January 1, 2015, all former employees of DMI associated with operating CrossAmerica became our employees with access to our employee benefit plans. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||
Segment Information Disclosure | SEGMENT INFORMATION | ||||||||||||||||||||||||||||
Our operations include (i) the sale of motor fuel at convenience stores, commission agents and cardlocks, (ii) the sale of convenience merchandise items and services at convenience stores, (iii) the sale of heating oil to residential customers and heating oil and motor fuel to small commercial customers and (iv) through CrossAmerica, the wholesale distribution of motor fuel and the ownership and leasing of real estate used in the retail distribution of motor fuel. | |||||||||||||||||||||||||||||
We have three reportable segments: U.S. Retail, Canadian Retail and CrossAmerica. The U.S. Retail segment substantially consists of convenience store operations located in the United States. The Canadian Retail segment substantially consists of convenience stores, commission agents, cardlocks and heating oil operations located in Canada. CrossAmerica’s operations substantially consist of wholesale and retail distribution of motor fuel and convenience merchandise and the ownership and leasing of real estate used in the retail distribution of motor fuel in the U.S. Operating revenues from our heating oil business were less than 5% of total CST operating revenues for each of the years in the three-year period ended December 31, 2014 and have been included within the Canadian Retail segment information. | |||||||||||||||||||||||||||||
Results that are not included in our reportable segments are included in the corporate category, which consist primarily of general and administrative costs. Management evaluates the performance of our CrossAmerica segment without considering the effects of the “step-up” to CrossAmerica’s historical account balances to fair value (see Note 3 for further discussion of these fair value adjustments). As a result, we have included a fair value column to reconcile to our consolidated results. The elimination column represents wholesale fuel supplied to our U.S. Retail segment from CrossAmerica. | |||||||||||||||||||||||||||||
The reportable segments are strategic business units that experience different operating income margins due to geographic supply and demand attributes, the nature of the wholesale distribution as compared to the retail distribution of motor fuel and specific country and local regulatory environments. Performance is evaluated based on operating income. There was $13 million of intersegment revenues related to the sale of fuel from CrossAmerica to certain of our retail sites in the U.S. in the fourth quarter of 2014. | |||||||||||||||||||||||||||||
The following table reflects activity related to our reportable segments (in millions): | |||||||||||||||||||||||||||||
U.S. Retail | Canada Retail | CrossAmerica | Corporate | Eliminations | Fair value adjustments | Consolidated | |||||||||||||||||||||||
Year ended December 31, 2014: | |||||||||||||||||||||||||||||
Operating revenues | $ | 7,482 | $ | 4,702 | $ | 587 | $ | — | $ | (13 | ) | $ | — | $ | 12,758 | ||||||||||||||
Gross profit | 844 | 393 | 34 | — | — | — | 1,271 | ||||||||||||||||||||||
Depreciation, amortization and accretion expense | 90 | 38 | 12 | — | — | 7 | 147 | ||||||||||||||||||||||
Operating income (loss) | 345 | 119 | 11 | (140 | ) | — | (7 | ) | 328 | ||||||||||||||||||||
Total expenditures for long-lived assets | 223 | 59 | 3 | — | — | — | 285 | ||||||||||||||||||||||
Year ended December 31, 2013: | |||||||||||||||||||||||||||||
Operating revenues from external customers | $ | 7,761 | $ | 5,016 | $ | — | $ | — | $ | — | $ | — | $ | 12,777 | |||||||||||||||
Gross profit | 699 | 398 | — | — | — | — | 1,097 | ||||||||||||||||||||||
Depreciation, amortization and accretion expense | 82 | 36 | — | — | — | — | 118 | ||||||||||||||||||||||
Operating income (loss) | 198 | 118 | — | (78 | ) | — | — | 238 | |||||||||||||||||||||
Total expenditures for long-lived assets | 148 | 54 | — | — | — | — | 202 | ||||||||||||||||||||||
Year ended December 31, 2012: | |||||||||||||||||||||||||||||
Operating revenues from external customers | $ | 7,907 | $ | 5,228 | $ | — | $ | — | $ | — | $ | — | $ | 13,135 | |||||||||||||||
Gross profit | 722 | 411 | — | — | — | — | 1,133 | ||||||||||||||||||||||
Depreciation, amortization and accretion expense | 78 | 37 | — | — | — | — | 115 | ||||||||||||||||||||||
Operating income (loss) | 246 | 128 | — | (61 | ) | — | — | 313 | |||||||||||||||||||||
Total expenditures for long-lived assets | 181 | 42 | — | — | — | — | 223 | ||||||||||||||||||||||
Operating revenues for our principal products were as follows (in millions): | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||
Motor fuel sales (gasoline and diesel) (CrossAmerica: $551 as of December 31, 2014) | $ | 10,580 | $ | 10,667 | $ | 11,036 | |||||||||||||||||||||||
Merchandise sales (CrossAmerica: $25 as of December 31, 2014) | 1,617 | 1,538 | 1,496 | ||||||||||||||||||||||||||
Other (CrossAmerica: $11 as of December 31, 2014) | 561 | 572 | 603 | ||||||||||||||||||||||||||
Total operating revenues | $ | 12,758 | $ | 12,777 | $ | 13,135 | |||||||||||||||||||||||
CST’s other operating revenues are derived from our Canadian heating oil business as well as revenues from car wash and commissions from lottery, money orders, air/water/vacuum services, video and game rentals and access to ATMs. CrossAmerica’s other operating revenues primarily relate to rental income. | |||||||||||||||||||||||||||||
No single customer accounted for more than 10% of the operating revenues of CST. | |||||||||||||||||||||||||||||
For the year ended December 31, 2014, CrossAmerica distributed approximately 25% of its total wholesale distribution volumes to affiliated dealers. | |||||||||||||||||||||||||||||
Long-lived assets include property and equipment, goodwill and intangible assets. Geographic information by country for long-lived assets consisted of the following (in millions): | |||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
U.S. (CrossAmerica: $1,075 as of December 31, 2014) | $ | 2,312 | $ | 1,003 | |||||||||||||||||||||||||
Canada | 373 | 372 | |||||||||||||||||||||||||||
Total long-lived assets | $ | 2,685 | $ | 1,375 | |||||||||||||||||||||||||
Total assets by reportable segment were as follows (in millions): | |||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
U.S. Retail | $ | 1,544 | $ | 1,472 | |||||||||||||||||||||||||
Canadian Retail | 805 | 799 | |||||||||||||||||||||||||||
CrossAmerica | 1,170 | — | |||||||||||||||||||||||||||
Total reportable segment assets | $ | 3,519 | $ | 2,271 | |||||||||||||||||||||||||
Corporate assets of $125 million and $32 million at December 31, 2014 and 2013, respectively, were not allocated to the reportable segments and primarily relate to intangible assets associated with the GP Purchase and IDR Purchase, deferred debt issue costs and the indemnification receivable from Valero discussed in Note 14. CrossAmerica’s assets in the table above include $3 million of trade receivables from the U.S. Retail segment that are eliminated upon consolidation. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||
Supplemental Cash Flow Information Disclosure | SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||
In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Decrease (increase): | |||||||||||||
Receivables, net | $ | 25 | $ | (26 | ) | $ | 41 | ||||||
Inventories | 5 | (23 | ) | (4 | ) | ||||||||
Prepaid expenses and other | (2 | ) | (2 | ) | 2 | ||||||||
Increase (decrease): | |||||||||||||
Accounts payable | 15 | 18 | 4 | ||||||||||
Accounts payable to Valero | (66 | ) | 253 | — | |||||||||
Accrued expenses | 17 | 4 | (3 | ) | |||||||||
Taxes other than income taxes | 10 | (77 | ) | 3 | |||||||||
Income taxes payable | 11 | 10 | — | ||||||||||
Changes in working capital | $ | 15 | $ | 157 | $ | 43 | |||||||
The above changes in current assets and current liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods for the following reasons: | |||||||||||||
• | acquisitions, including the consolidation of CrossAmerica; | ||||||||||||
• | amounts accrued for capital expenditures are reflected in investing activities when such amounts are paid; and | ||||||||||||
• | certain differences between balance sheet changes and the changes reflected above result from translating foreign currency denominated amounts at the applicable exchange rates as of each balance sheet date. | ||||||||||||
Cash flows related to interest were as follows (in millions): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest paid in excess of amount capitalized | $ | 41 | $ | 21 | $ | 1 | |||||||
In connection with the GP Purchase and IDR Purchase, CST issued 2,044,490 unregistered shares of CST common stock on October 1, 2014. | |||||||||||||
As discussed in Note 13 and Note 18, CST issued $550 million of 5% senior notes and 75,397,241 shares of CST common stock in 2013 in connection with the spin-off. As a result, CST did not receive cash proceeds related to the issuance of the 5% senior notes or CST common stock. | |||||||||||||
There were no significant noncash investing or financing activities for the year ended December 31, 2012. |
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data Disclosure | QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||
The following table summarizes quarterly financial data for the years ended December 31, 2014 and 2013 (in millions): | |||||||||||||||||
2014 Quarter Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||
Operating revenues | $ | 3,001 | $ | 3,261 | $ | 3,221 | $ | 3,275 | |||||||||
Gross profit | 245 | 280 | 340 | 406 | |||||||||||||
Operating income | 25 | 57 | 104 | 142 | |||||||||||||
Net income attributable to CST | 11 | 32 | 63 | 94 | |||||||||||||
Basic earnings per common share | $ | 0.14 | $ | 0.43 | $ | 0.83 | $ | 1.21 | |||||||||
Diluted earnings per common share | $ | 0.14 | $ | 0.43 | $ | 0.83 | $ | 1.21 | |||||||||
2013 Quarter Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||
Operating revenues | $ | 3,188 | $ | 3,211 | $ | 3,316 | $ | 3,062 | |||||||||
Gross profit | 236 | 288 | 291 | 282 | |||||||||||||
Operating income | 32 | 77 | 69 | 60 | |||||||||||||
Net income attributable to CST | 23 | 40 | 42 | 34 | |||||||||||||
Basic earnings per common share | $ | 0.3 | $ | 0.54 | $ | 0.56 | $ | 0.44 | |||||||||
Diluted earnings per common share | $ | 0.3 | $ | 0.54 | $ | 0.56 | $ | 0.44 | |||||||||
Earnings per common share amounts are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual earnings per share amounts. For comparative purposes, and to provide a more meaningful calculation of earnings per share, we have assumed that the 75,397,241 shares of our common stock that were distributed in the spin-off to be outstanding as of the beginning of each period prior to the spin-off presented in the calculation of weighted-average shares outstanding. | |||||||||||||||||
The fourth quarter of 2014 includes the consolidated accounts of CrossAmerica. |
Guarantor_Subsidiaries_Notes
Guarantor Subsidiaries (Notes) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Condensed Financial Statements [Text Block] | GUARANTOR SUBSIDIARIES | |||||||||||||||||||||||||||||||
CST’s 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guarantee, on a joint and several basis, certain of the outstanding indebtedness of CST primarily as outlined under the heading “CST 5% Senior Notes” discussed in Note 13. CrossAmerica is not a guarantor under CST’s senior notes. CrossAmerica’s amounts in the consolidating statements of income and comprehensive income for the period ending December 31, 2014, represent CrossAmerica’s results from October 1, 2014, the date of the GP Purchase. The following consolidating and combining schedules present financial information on a consolidated and combined basis in conformity with the SEC’s Regulation S-X Rule 3-10(f): | ||||||||||||||||||||||||||||||||
CONSOLIDATING BALANCE SHEETS | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||||||||||
Cash | $ | — | $ | 148 | $ | 205 | $ | — | $ | 353 | $ | 15 | $ | — | $ | 368 | ||||||||||||||||
Receivables, net | 3 | 62 | 73 | — | 138 | 38 | (3 | ) | 173 | |||||||||||||||||||||||
Inventories | — | 144 | 65 | — | 209 | 12 | — | 221 | ||||||||||||||||||||||||
Deferred income taxes | — | 11 | — | — | 11 | 1 | — | 12 | ||||||||||||||||||||||||
Prepaid expenses and other | — | 9 | 5 | — | 14 | 10 | — | 24 | ||||||||||||||||||||||||
Total current assets | 3 | 374 | 348 | — | 725 | 76 | (3 | ) | 798 | |||||||||||||||||||||||
Property and equipment, at cost | 1 | 1,647 | 524 | — | 2,172 | 490 | — | 2,662 | ||||||||||||||||||||||||
Accumulated depreciation | — | (527 | ) | (170 | ) | — | (697 | ) | (8 | ) | — | (705 | ) | |||||||||||||||||||
Property and equipment, net | 1 | 1,120 | 354 | — | 1,475 | 482 | — | 1,957 | ||||||||||||||||||||||||
Intangible assets, net | — | 97 | 19 | — | 116 | 370 | — | 486 | ||||||||||||||||||||||||
Goodwill | — | 19 | — | — | 19 | 223 | — | 242 | ||||||||||||||||||||||||
Investment in subsidiaries | 2,029 | — | — | (2,029 | ) | — | — | — | — | |||||||||||||||||||||||
Deferred income taxes | — | — | 79 | — | 79 | — | — | 79 | ||||||||||||||||||||||||
Other assets, net | 30 | 25 | 5 | — | 60 | 19 | — | 79 | ||||||||||||||||||||||||
Total assets | $ | 2,063 | $ | 1,635 | $ | 805 | $ | (2,029 | ) | $ | 2,474 | $ | 1,170 | $ | (3 | ) | $ | 3,641 | ||||||||||||||
Historical amounts for CrossAmerica were adjusted to their fair values as a result of the GP Purchase discussed in Note 3. These adjustments were as follows as of December 31, 2014: | ||||||||||||||||||||||||||||||||
Property and equipment, net | $ | 90 | ||||||||||||||||||||||||||||||
Intangibles, net | 292 | |||||||||||||||||||||||||||||||
Goodwill | 183 | |||||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
LIABILITIES AND STOCKHOLERS’ EQUITY | ||||||||||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||
Current portion of debt and capital lease obligations | $ | 47 | $ | 1 | $ | — | $ | — | $ | 48 | $ | 29 | $ | — | $ | 77 | ||||||||||||||||
Accounts payable | 3 | 76 | 47 | — | 126 | 34 | (3 | ) | 157 | |||||||||||||||||||||||
Accounts payable to Valero | — | 104 | 75 | — | 179 | — | — | 179 | ||||||||||||||||||||||||
Accrued expenses | 4 | 40 | 14 | — | 58 | 21 | — | 79 | ||||||||||||||||||||||||
Taxes other than income taxes | — | 27 | — | — | 27 | 10 | — | 37 | ||||||||||||||||||||||||
Income taxes payable | — | 1 | 15 | — | 16 | — | — | 16 | ||||||||||||||||||||||||
Dividends payable | 5 | — | — | — | 5 | — | — | 5 | ||||||||||||||||||||||||
Total current liabilities | 59 | 249 | 151 | — | 459 | 94 | (3 | ) | 550 | |||||||||||||||||||||||
Debt and capital lease obligations, less current portion | 956 | 6 | 4 | — | 966 | 261 | — | 1,227 | ||||||||||||||||||||||||
Deferred income taxes | — | 112 | — | — | 112 | 38 | — | 150 | ||||||||||||||||||||||||
Intercompany payables (receivables) | 220 | (221 | ) | 1 | — | — | — | — | — | |||||||||||||||||||||||
Asset retirement obligations | — | 66 | 17 | — | 83 | 19 | — | 102 | ||||||||||||||||||||||||
Other long-term liabilities | 15 | 10 | 16 | — | 41 | 16 | — | 57 | ||||||||||||||||||||||||
Total liabilities | 1,250 | 222 | 189 | — | 1,661 | 428 | (3 | ) | 2,086 | |||||||||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||||||||||||||
Common stock | 1 | — | — | — | 1 | — | — | 1 | ||||||||||||||||||||||||
APIC | 488 | 1,154 | 502 | (1,656 | ) | 488 | — | — | 488 | |||||||||||||||||||||||
Treasury stock | (22 | ) | — | — | — | (22 | ) | — | — | (22 | ) | |||||||||||||||||||||
Retained earnings | 269 | 259 | 114 | (373 | ) | 269 | — | — | 269 | |||||||||||||||||||||||
AOCI | 77 | — | — | — | 77 | — | — | 77 | ||||||||||||||||||||||||
Noncontrolling interest | — | — | — | — | — | 742 | — | 742 | ||||||||||||||||||||||||
Total stockholders’ equity | 813 | 1,413 | 616 | (2,029 | ) | 813 | 742 | — | 1,555 | |||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 2,063 | $ | 1,635 | $ | 805 | $ | (2,029 | ) | $ | 2,474 | $ | 1,170 | $ | (3 | ) | $ | 3,641 | ||||||||||||||
Deferred taxes and noncontrolling interest for CrossAmerica include $14 million and $551 million, respectively, related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. | ||||||||||||||||||||||||||||||||
CONSOLIDATING BALANCE SHEETS | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||||||||||
Cash | $ | — | $ | 231 | $ | 147 | $ | — | $ | 378 | ||||||||||||||||||||||
Receivables, net | — | 56 | 97 | — | 153 | |||||||||||||||||||||||||||
Inventories | — | 139 | 78 | — | 217 | |||||||||||||||||||||||||||
Deferred income taxes | — | 6 | 1 | — | 7 | |||||||||||||||||||||||||||
Prepaid expenses and other | — | 5 | 6 | — | 11 | |||||||||||||||||||||||||||
Total current assets | — | 437 | 329 | — | 766 | |||||||||||||||||||||||||||
Property and equipment, at cost | — | 1,477 | 504 | — | 1,981 | |||||||||||||||||||||||||||
Accumulated depreciation | — | (494 | ) | (161 | ) | — | (655 | ) | ||||||||||||||||||||||||
Property and equipment, net | — | 983 | 343 | — | 1,326 | |||||||||||||||||||||||||||
Intangible assets, net | — | 2 | 29 | — | 31 | |||||||||||||||||||||||||||
Goodwill | — | 18 | — | — | 18 | |||||||||||||||||||||||||||
Investment in subsidiaries | 1,714 | — | — | (1,714 | ) | — | ||||||||||||||||||||||||||
Deferred income taxes | — | — | 93 | — | 93 | |||||||||||||||||||||||||||
Other assets, net | 32 | 32 | 5 | — | 69 | |||||||||||||||||||||||||||
Total assets | $ | 1,746 | $ | 1,472 | $ | 799 | $ | (1,714 | ) | $ | 2,303 | |||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||
Current portion of debt and capital lease obligations | $ | 35 | $ | 1 | $ | — | $ | — | $ | 36 | ||||||||||||||||||||||
Accounts payable | — | 52 | 47 | — | 99 | |||||||||||||||||||||||||||
Accounts payable to Valero | (1 | ) | 158 | 96 | — | 253 | ||||||||||||||||||||||||||
Dividends payable | 5 | — | — | — | 5 | |||||||||||||||||||||||||||
Accrued expenses | 4 | 23 | 16 | — | 43 | |||||||||||||||||||||||||||
Taxes other than income taxes | — | 16 | 1 | — | 17 | |||||||||||||||||||||||||||
Income taxes payable | — | 1 | 9 | — | 10 | |||||||||||||||||||||||||||
Total current liabilities | 43 | 251 | 169 | — | 463 | |||||||||||||||||||||||||||
Debt and capital lease obligations, less current portion | 1,003 | 3 | — | — | 1,006 | |||||||||||||||||||||||||||
Deferred income taxes | — | 94 | — | — | 94 | |||||||||||||||||||||||||||
Intercompany payables (receivables) | 58 | (58 | ) | — | — | — | ||||||||||||||||||||||||||
Asset retirement obligations | — | 61 | 18 | — | 79 | |||||||||||||||||||||||||||
Other long-term liabilities | 15 | 7 | 12 | — | 34 | |||||||||||||||||||||||||||
Total liabilities | 1,119 | 358 | 199 | — | 1,676 | |||||||||||||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||||||||||||||
Common stock | 1 | — | — | — | 1 | |||||||||||||||||||||||||||
APIC | 406 | 1,037 | 551 | (1,588 | ) | 406 | ||||||||||||||||||||||||||
Retained earnings | 87 | 77 | 49 | (126 | ) | 87 | ||||||||||||||||||||||||||
AOCI | 133 | — | — | — | 133 | |||||||||||||||||||||||||||
Total stockholders’ equity | 627 | 1,114 | 600 | (1,714 | ) | 627 | ||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,746 | $ | 1,472 | $ | 799 | $ | (1,714 | ) | $ | 2,303 | |||||||||||||||||||||
CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
Operating revenues | $ | — | $ | 7,482 | $ | 4,702 | $ | — | $ | 12,184 | $ | 587 | $ | (13 | ) | $ | 12,758 | |||||||||||||||
Cost of sales | — | 6,638 | 4,309 | — | 10,947 | 553 | (13 | ) | 11,487 | |||||||||||||||||||||||
Gross profit | — | 844 | 393 | — | 1,237 | 34 | — | 1,271 | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Operating expenses | — | 438 | 236 | — | 674 | 11 | — | 685 | ||||||||||||||||||||||||
General and administrative expenses | 14 | 88 | 20 | — | 122 | 18 | — | 140 | ||||||||||||||||||||||||
Depreciation, amortization and accretion expense | — | 90 | 38 | — | 128 | 19 | — | 147 | ||||||||||||||||||||||||
Asset impairments | — | 3 | — | — | 3 | — | — | 3 | ||||||||||||||||||||||||
Total operating expenses | 14 | 619 | 294 | — | 927 | 48 | — | 975 | ||||||||||||||||||||||||
Gain on the sale of assets, net | — | 32 | — | — | 32 | — | — | 32 | ||||||||||||||||||||||||
Operating (loss) income | (14 | ) | 257 | 99 | — | 342 | (14 | ) | — | 328 | ||||||||||||||||||||||
Other income, net | — | 3 | 3 | — | 6 | — | — | 6 | ||||||||||||||||||||||||
Interest expense | (41 | ) | — | (1 | ) | — | (42 | ) | (3 | ) | — | (45 | ) | |||||||||||||||||||
Equity in earnings of subsidiaries | 255 | — | — | (255 | ) | — | — | — | — | |||||||||||||||||||||||
Income (loss) before income tax expense | 200 | 260 | 101 | (255 | ) | 306 | (17 | ) | — | 289 | ||||||||||||||||||||||
Income tax expense | — | 78 | 28 | — | 106 | 3 | — | 109 | ||||||||||||||||||||||||
Net income (loss) | 200 | 182 | 73 | (255 | ) | 200 | (20 | ) | — | 180 | ||||||||||||||||||||||
Net loss attributable to noncontrolling interest | — | — | — | — | — | — | 20 | 20 | ||||||||||||||||||||||||
Net income attributable to CST stockholders | $ | 200 | $ | 182 | $ | 73 | $ | (255 | ) | $ | 200 | $ | (20 | ) | $ | 20 | $ | 200 | ||||||||||||||
Other comprehensive loss, net of tax: | ||||||||||||||||||||||||||||||||
Net income (loss) | $ | 200 | $ | 182 | $ | 73 | $ | (255 | ) | $ | 200 | $ | (20 | ) | $ | — | $ | 180 | ||||||||||||||
Foreign currency translation adjustment | (56 | ) | — | — | — | (56 | ) | — | — | (56 | ) | |||||||||||||||||||||
Comprehensive income (loss) | 144 | 182 | 73 | (255 | ) | 144 | (20 | ) | — | 124 | ||||||||||||||||||||||
Comprehensive income (loss) attributable to noncontrolling interests | — | — | — | — | — | (20 | ) | — | (20 | ) | ||||||||||||||||||||||
Comprehensive income attributable to CST | $ | 144 | $ | 182 | $ | 73 | $ | (255 | ) | $ | 144 | $ | — | $ | — | $ | 144 | |||||||||||||||
stockholders | ||||||||||||||||||||||||||||||||
Depreciation, amortization and accretion expense for CrossAmerica includes $7 million of additional depreciation and amortization expense related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. | ||||||||||||||||||||||||||||||||
CONSOLIDATING AND COMBINING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | ||||||||||||||||||||||||||||||||
(CONTINUED) | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated and Combined | ||||||||||||||||||||||||||||
Operating revenues | $ | — | $ | 7,761 | $ | 5,016 | $ | — | $ | 12,777 | ||||||||||||||||||||||
Cost of sales | — | 7,062 | 4,618 | — | 11,680 | |||||||||||||||||||||||||||
Gross profit | — | 699 | 398 | — | 1,097 | |||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Operating expenses | — | 414 | 243 | — | 657 | |||||||||||||||||||||||||||
General and administrative expenses | 4 | 57 | 17 | — | 78 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion expense | — | 82 | 36 | — | 118 | |||||||||||||||||||||||||||
Asset impairments | — | 5 | 1 | — | 6 | |||||||||||||||||||||||||||
Total operating expenses | 4 | 558 | 297 | — | 859 | |||||||||||||||||||||||||||
Operating (loss) income | (4 | ) | 141 | 101 | — | 238 | ||||||||||||||||||||||||||
Other income, net | 1 | — | 3 | — | 4 | |||||||||||||||||||||||||||
Interest expense | (27 | ) | — | — | — | (27 | ) | |||||||||||||||||||||||||
Equity in earnings of subsidiaries | 126 | — | — | (126 | ) | — | ||||||||||||||||||||||||||
Income (loss) before income tax expense | 96 | 141 | 104 | (126 | ) | 215 | ||||||||||||||||||||||||||
Income tax expense | — | 48 | 28 | — | 76 | |||||||||||||||||||||||||||
Net income (loss) | 96 | 93 | 76 | (126 | ) | 139 | ||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (37 | ) | — | — | — | (37 | ) | |||||||||||||||||||||||||
Comprehensive income | $ | 59 | $ | 93 | $ | 76 | $ | (126 | ) | $ | 102 | |||||||||||||||||||||
COMBINING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | ||||||||||||||||||||||||||||||||
(CONTINUED) | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Combined | ||||||||||||||||||||||||||||
Operating revenues | $ | — | $ | 7,907 | $ | 5,228 | $ | — | $ | 13,135 | ||||||||||||||||||||||
Cost of sales | — | 7,185 | 4,817 | — | 12,002 | |||||||||||||||||||||||||||
Gross profit | — | 722 | 411 | — | 1,133 | |||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Operating expenses | — | 398 | 246 | — | 644 | |||||||||||||||||||||||||||
General and administrative expenses | — | 44 | 17 | — | 61 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion expense | — | 78 | 37 | — | 115 | |||||||||||||||||||||||||||
Asset impairments | — | — | — | — | — | |||||||||||||||||||||||||||
Total operating expenses | — | 520 | 300 | — | 820 | |||||||||||||||||||||||||||
Operating income | — | 202 | 111 | — | 313 | |||||||||||||||||||||||||||
Other income, net | — | — | 1 | — | 1 | |||||||||||||||||||||||||||
Interest expense | — | (1 | ) | — | — | (1 | ) | |||||||||||||||||||||||||
Income before income tax expense | — | 201 | 112 | — | 313 | |||||||||||||||||||||||||||
Income tax expense | — | 74 | 31 | — | 105 | |||||||||||||||||||||||||||
Net income | — | 127 | 81 | — | 208 | |||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | 10 | — | 10 | |||||||||||||||||||||||||||
Comprehensive income | $ | — | $ | 127 | $ | 91 | $ | — | $ | 218 | ||||||||||||||||||||||
CONSOLIDATING STATEMENTS OF CASH FLOWS | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (50 | ) | $ | 247 | $ | 138 | $ | — | $ | 335 | $ | 20 | $ | — | $ | 355 | |||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
Capital expenditures | — | (223 | ) | (59 | ) | — | (282 | ) | (3 | ) | — | (285 | ) | |||||||||||||||||||
Proceeds from the sale of assets held for sale | — | 58 | — | — | 58 | — | — | 58 | ||||||||||||||||||||||||
CST acquisition of Nice N Easy | — | (24 | ) | — | — | (24 | ) | — | — | (24 | ) | |||||||||||||||||||||
GP Purchase and IDR Purchase | — | (17 | ) | — | — | (17 | ) | — | — | (17 | ) | |||||||||||||||||||||
CrossAmerica acquisition of Nice N Easy | — | — | — | — | — | (54 | ) | — | (54 | ) | ||||||||||||||||||||||
CrossAmerica cash acquired | — | — | — | — | — | 9 | — | 9 | ||||||||||||||||||||||||
Other investing activities, net | — | 3 | (4 | ) | — | (1 | ) | 2 | — | 1 | ||||||||||||||||||||||
Net cash used in investing activities | — | (203 | ) | (63 | ) | — | (266 | ) | (46 | ) | — | (312 | ) | |||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | — | — | — | — | — | 55 | — | 55 | ||||||||||||||||||||||||
Payments of long-term debt | (34 | ) | — | — | — | (34 | ) | — | — | (34 | ) | |||||||||||||||||||||
Purchases of treasury shares | (22 | ) | — | — | — | (22 | ) | — | — | (22 | ) | |||||||||||||||||||||
Debt issuance and credit facility origination costs | (2 | ) | — | — | — | (2 | ) | — | — | (2 | ) | |||||||||||||||||||||
Payments of capital lease obligations | — | — | — | — | — | (2 | ) | — | (2 | ) | ||||||||||||||||||||||
Dividends and distributions paid | (19 | ) | — | — | — | (19 | ) | (12 | ) | — | (31 | ) | ||||||||||||||||||||
Intercompany funding | 127 | (127 | ) | — | — | — | — | — | — | |||||||||||||||||||||||
Net cash provided by (used in) financing activities | 50 | (127 | ) | — | — | (77 | ) | 41 | — | (36 | ) | |||||||||||||||||||||
Effect of foreign exchange rate changes on cash | — | — | (17 | ) | — | (17 | ) | — | — | (17 | ) | |||||||||||||||||||||
Net (decrease) increase in cash | — | (83 | ) | 58 | — | (25 | ) | 15 | — | (10 | ) | |||||||||||||||||||||
Cash at beginning of year | — | 231 | 147 | — | 378 | — | — | 378 | ||||||||||||||||||||||||
Cash at end of year | $ | — | $ | 148 | $ | 205 | $ | — | $ | 353 | $ | 15 | $ | — | $ | 368 | ||||||||||||||||
CONSOLIDATING AND COMBINING STATEMENTS OF CASH FLOWS | ||||||||||||||||||||||||||||||||
(CONTINUED) | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated and Combined | ||||||||||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
Net cash provided by operating activities | (21 | ) | 311 | 150 | — | 440 | ||||||||||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
Capital expenditures | — | (153 | ) | (47 | ) | — | (200 | ) | ||||||||||||||||||||||||
Acquisition | — | — | (7 | ) | — | (7 | ) | |||||||||||||||||||||||||
Proceeds from dispositions of property and equipment | — | — | 1 | — | 1 | |||||||||||||||||||||||||||
Other investing activities, net | — | — | — | — | — | |||||||||||||||||||||||||||
Net cash used in investing activities | — | (153 | ) | (53 | ) | — | (206 | ) | ||||||||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | 500 | — | — | — | 500 | |||||||||||||||||||||||||||
Payments on long-term debt | (12 | ) | — | — | — | (12 | ) | |||||||||||||||||||||||||
Debt issuance and credit facility origination costs | (19 | ) | — | — | — | (19 | ) | |||||||||||||||||||||||||
Payments of capital lease obligations | — | (1 | ) | — | — | (1 | ) | |||||||||||||||||||||||||
Dividends paid | (5 | ) | — | — | — | (5 | ) | |||||||||||||||||||||||||
Intercompany funding | 57 | (57 | ) | — | — | — | ||||||||||||||||||||||||||
Net transfers (to)/from Valero | (500 | ) | 87 | 35 | — | (378 | ) | |||||||||||||||||||||||||
Net cash used in financing activities | 21 | 29 | 35 | — | 85 | |||||||||||||||||||||||||||
Effect of foreign exchange rate changes on cash | — | — | (2 | ) | — | (2 | ) | |||||||||||||||||||||||||
Net increase (decrease) in cash | — | 187 | 130 | — | 317 | |||||||||||||||||||||||||||
Cash at beginning of year | — | 44 | 17 | — | 61 | |||||||||||||||||||||||||||
Cash at end of year | $ | — | $ | 231 | $ | 147 | $ | — | $ | 378 | ||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Combined | |||||||||||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
Net cash provided by operating activities | — | 224 | 140 | 364 | ||||||||||||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
Capital expenditures | — | (114 | ) | (42 | ) | (156 | ) | |||||||||||||||||||||||||
Acquisitions | — | (61 | ) | — | (61 | ) | ||||||||||||||||||||||||||
Proceeds from dispositions of property and equipment | — | 2 | — | 2 | ||||||||||||||||||||||||||||
Other investing activities, net | — | — | — | — | ||||||||||||||||||||||||||||
Net cash used in investing activities | — | (173 | ) | (42 | ) | (215 | ) | |||||||||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
Payments of capital lease obligations | — | (1 | ) | — | (1 | ) | ||||||||||||||||||||||||||
Net transfers to Valero | — | (122 | ) | (97 | ) | (219 | ) | |||||||||||||||||||||||||
Net cash used in financing activities | — | (123 | ) | (97 | ) | (220 | ) | |||||||||||||||||||||||||
Effect of foreign exchange rate changes on cash | — | — | — | — | ||||||||||||||||||||||||||||
Net (decrease) increase in cash | — | (72 | ) | 1 | (71 | ) | ||||||||||||||||||||||||||
Cash at beginning of year | — | 116 | 16 | 132 | ||||||||||||||||||||||||||||
Cash at end of year | $ | — | $ | 44 | $ | 17 | $ | 61 | ||||||||||||||||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Principles of Consolidation and Combination | Principles of Consolidation and Combination | |
These consolidated and combined financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These financial statements include the consolidated accounts of CST Brands, Inc. and subsidiaries for all periods after the spin-off. All intercompany accounts and transactions have been eliminated in consolidation. | ||
For all periods prior to the spin-off, these financial statements include the combined accounts of direct and indirect wholly owned subsidiaries of Valero that hold the assets and liabilities and reflect the operations of Valero’s retail business in the U.S. and Canada. Prior to the spin-off, these subsidiaries did not carry out any transactions with each other during the years presented; therefore, there were no transactions or accounts to be eliminated in connection with the combination. | ||
CrossAmerica is a consolidated variable interest entity. The amounts shown in the parenthetical presentation on the consolidated balance sheet represent the assets of CrossAmerica that can only be used to settle the obligations of CrossAmerica and the liabilities of CrossAmerica for which creditors have no access to the assets or general credit of CST. CrossAmerica’s financial results are included in our 2014 results of operations as of October 1, 2014. | ||
Use of Estimates | Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. | ||
Receivables | Receivables | |
Trade receivables represent amounts due from credit card companies, from our cardlock customers and from our heating oil customers (“trade receivables”). CrossAmerica’s trade receivables primarily relate to its wholesale motor fuel sales as credit is extended to customers based on evaluations of customers’ financial condition. Trade receivables are carried at original invoice amount. Other receivables consist primarily of amounts due from vendors related to vendor rebates (see “Merchandise Vendor Allowances and Rebates” for our policy regarding the accounting for vendor rebates). We maintain an allowance for doubtful accounts, which is adjusted based on management’s assessment of our customers’ historical collection experience, known credit risks and industry and economic conditions. | ||
Inventories | Inventories | |
Inventories are carried at the lower of cost or market. The cost of supplies and convenience store merchandise is determined principally under the weighted-average cost method. The cost of motor fuel inventories in our U.S. Retail segment is determined under the last-in, first-out (“LIFO”) method using the dollar-value LIFO method, with any increments valued based on average purchase prices for the year. The cost of motor fuel inventories in our Canadian Retail segment and our CrossAmerica segment is determined under the weighted-average cost method. | ||
No provision for potentially slow moving or obsolete inventories has been made. | ||
Property and Equipment | Property and Equipment | |
The cost of property and equipment purchased or constructed, including betterments of property assets, is capitalized. The cost of repairs and normal maintenance of property and equipment is expensed as incurred. Betterments of property and equipment are those which extend the useful lives of the property and equipment or improve the safety of our operations. Betterments also include additions to and enlargements of our retail sites. The cost of property and equipment constructed includes interest and certain overhead costs allocable to the construction activities. | ||
When property and equipment are retired or replaced, the cost and related accumulated depreciation are eliminated, with any gain or loss reflected in depreciation, amortization and accretion expense, unless such amounts are reported separately due to materiality. | ||
Depreciation of property and equipment is recorded on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements and assets acquired under capital leases are amortized using the straight-line method over the shorter of the lease terms or the estimated useful lives of the related assets. | ||
Impairment of Assets | Impairment of Assets | |
Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 4 for our impairment analysis of our long-lived assets. | ||
Business Combinations and Other Purchase of Business Transactions, Policy [Policy Text Block] | Business Combinations | |
We account for business combinations in accordance with the guidance under Accounting Standards Codification (“ASC”) 805–Business Combinations. Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. | ||
Determining the fair value of these items requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization. For more information on our acquisitions and application of the acquisition method, see Note 3. | ||
Goodwill | Goodwill | |
Goodwill represents the excess of cost over the fair value of assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and tested for impairment more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment test of goodwill is performed as of the first day of the fourth quarter of our fiscal year. | ||
In our annual impairment analysis, we used qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. | ||
If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step test is unnecessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the first step of the two-step goodwill impairment test. | ||
In the first step of the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of our “implied fair value” requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge would be recorded. | ||
The impairment analysis performed in the fourth quarter of 2014 indicated that goodwill was not impaired. | ||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets | |
Intangible assets are recorded at fair value at the date of acquisition and primarily relate to fuel supply agreements, distribution agreements, the IDRs and customer lists in our Canadian Retail segment. Intangible assets with definite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. | ||
Environmental Matters | Environmental Matters | |
Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies, without establishing a range of loss for these liabilities. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. | ||
Asset Retirement Obligations | Asset Retirement Obligations | |
We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove underground storage tanks (“USTs”) used to store motor fuel at owned and leased retail sites at the time we incur that liability, which is generally when the UST is installed. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. | ||
Foreign Currency Transactions | Foreign Currency Translation | |
The functional currency of our Canadian operations is the Canadian dollar. Balance sheet accounts are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the year presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. | ||
Revenue Recognition | Revenue Recognition | |
Revenues are recorded upon delivery of the products to our customers, which is the point at which title to the products is transferred, and when payment has either been received or collection is reasonably assured. | ||
We present motor fuel excise taxes on sales on a gross basis with supplemental information regarding the amount of such taxes included in revenues provided in a footnote on the face of the statements of income. | ||
Revenue from leasing arrangements for which CrossAmerica is the lessor are recognized ratably over the term of the underlying lease. | ||
Shipping and Handling Costs | Shipping and Handling Costs | |
Costs incurred for the shipping and handling of motor fuel and convenience store merchandise are included in inventories, and therefore, reflected in cost of sales when the related items are sold. | ||
Lease Accounting | Lease Accounting | |
We lease a portion of our properties under non-cancelable operating leases, whose initial terms are typically 10 to 20 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably assured at the inception of the lease. In addition to minimum rental payments, certain leases require additional payments based on our sales volumes. We are typically responsible for payment of real estate taxes, maintenance expenses and insurance related to leased properties. | ||
CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and as CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as financing transactions. | ||
Income Taxes | Income Taxes | |
We and CrossAmerica’s wholly owned, taxable subsidiary account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. Income taxes prior to the spin-off were accounted for and presented as if we were a separate taxpayer rather than a member of Valero’s consolidated income tax return. | ||
Income taxes attributable to CrossAmerica’s earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiary, are assessed at the individual unit holder level. | ||
We classify any interest expense and penalties related to the underpayment of income taxes in income tax expense. | ||
Vendor Allowances and Rebates | Merchandise Vendor Allowances and Rebates | |
We receive payments for vendor allowances and volume rebates from various suppliers of convenience store merchandise. Our accounting practices are as follows: | ||
• | Vendor allowances for price markdowns are credited to cost of sales during the period the related markdown is realized. | |
• | Volume rebates of merchandise are recorded as reductions to cost of sales when the merchandise qualifying for the rebate is sold. | |
• | Slotting and stocking allowances received from a vendor are recorded as a reduction to cost of sales over the period covered by the agreement. | |
The aggregate amounts recorded as a reduction to cost of sales for vendor allowances and rebates for the years ended December 31, 2014, 2013 and 2012 were $71 million, $71 million and $70 million, respectively. The recording of vendor allowances and rebates does not require us to make any significant estimates. | ||
Stock-Based Compensation | Stock-Based Compensation | |
We have granted non-qualified stock options and restricted stock awards to certain employees. Stock-based compensation expense is based on the estimated grant-date fair value of the award. We recognize this compensation expense over the requisite service period of the award. | ||
CrossAmerica has granted phantom units and other awards to employees of DMI who perform services for CrossAmerica. The value of these grants are remeasured at fair value at each balance sheet reporting date based on the fair market value of CrossAmerica’s common units, and the cumulative compensation cost related to that portion of the awards that have vested is recognized ratably over the vesting term. The liability for the future grant of common units is included in accrued expenses and other current liabilities on the balance sheet. | ||
Cost of Sales | Cost of Sales | |
We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. Cost of sales does not include any depreciation of our property and equipment, as any amounts attributed to cost of sales would not be significant. | ||
Motor Fuel Taxes Policy [Policy Text Block] | Motor Fuel Taxes | |
In the U.S., we collect motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remit such taxes directly to those taxing authorities. Our accounting policy is to exclude such taxes collected and remitted from U.S. wholesale revenues and cost of sales and account for them as liabilities. All other motor fuel sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for the motor fuel. | ||
Earnings Per Common Share | Earnings per Common Share | |
Earnings per common share is computed by dividing net income attributable to CST by the weighted-average number of common shares outstanding for the year. Participating share-based payment awards, including shares of restricted stock and restricted stock units granted under our stock-based compensation plan, are included in the computation of basic earnings per share using the two-class method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Diluted earnings per common share reflects the potential dilution arising from our outstanding stock options, unvested restricted shares and unvested restricted units. Awards are excluded from the computation of diluted earnings per common share when the effect of including such shares would be anti-dilutive. | ||
Financial Instruments | Financial Instruments | |
Our financial instruments include cash, accounts receivable, payables, our credit facilities, capital lease obligations, and trade payables. The estimated fair values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 13. | ||
New Accounting Pronouncements | ||
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-08 (“ASU 2014-08”), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08, required to be applied prospectively for reporting periods beginning after December 15, 2014, limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on operations and financial results. The amendment requires expanded disclosures for discontinued operations and also requires additional disclosures regarding disposals of individually significant components that do not qualify as discontinued operations. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. We early adopted ASU 2014-08 in 2014, and this adoption impacted the accounting treatment and disclosures related to stores we have been marketing for sale. We determined that certain of these stores met the criteria under ASU 2014-08 to be classified as held for sale, and in accordance with the guidance of ASU 2014-08, property and equipment, net and asset retirement obligations related to those stores was presented separately on the balance sheet at September 30, 2014. Due to materiality and changing circumstances, the remaining unsold stores have not been presented separately on the balance sheet at December 31, 2014. See additional disclosure regarding these stores in Note 8 of the consolidated and combined financial statements included elsewhere in this annual report. | ||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU 2014-09 will become effective for us in the first quarter of 2017 and early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | ||
In February 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-02 (“ASU 2015-02”)—Consolidation (Topic 810): Amendments to the Consolidation Analysis. This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities, including limited partnerships and other similar entities. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, and requires either a full retrospective or a modified retrospective approach to adoption. Early adoption is also permitted. We are currently evaluating the potential impact of this standard on our consolidated financial statements, as well as the available transition methods. | ||
Certain other new financial accounting pronouncements have become effective for our financial statements and the adoption of these pronouncements will not affect our financial position or results of operations, nor will they require any additional disclosures. |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The fair values of CrossAmerica’s assets and liabilities on the date of acquisition were as follows (in millions): | ||||
Current assets (excluding inventories) | 74 | ||||
Inventories | 14 | ||||
Property and equipment | 436 | ||||
Intangibles | 367 | ||||
Goodwill | 213 | ||||
Other assets | 18 | ||||
Current liabilities | (65 | ) | |||
Long-term debt and capital leases | (236 | ) | |||
Deferred tax liabilities | (33 | ) | |||
Other liabilities | (17 | ) | |||
Non-controlling interest | (771 | ) | |||
Total consideration | $ | — | |||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||
Fair Value Measurements, Nonrecurring | The following table displays valuation techniques for our nonfinancial assets measured at fair value on a nonrecurring basis as of December 31, 2014, 2013 and 2012 (in millions): | ||||||||||||||
Valuation Techniques | Fair Value | Net Book Value | Impairment | ||||||||||||
Level 3 assets as of December 31, 2014: | |||||||||||||||
Property and equipment | Income approach | $ | 2 | $ | 3 | $ | 1 | ||||||||
Level 3 assets as of December 31, 2013: | |||||||||||||||
Property and equipment | Income approach | $ | 4 | $ | 10 | $ | 6 | ||||||||
Level 3 assets as of December 31, 2012 | |||||||||||||||
Property and equipment | Income approach | $ | — | $ | — | $ | — | ||||||||
Receivables_Tables
Receivables (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Receivables [Abstract] | |||||||||||||
Schedule of Receivables | Receivables consisted of the following (in millions): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Trade receivables (CrossAmerica:$35 as of December 31, 2014) | $ | 124 | $ | 123 | |||||||||
Other | 50 | 31 | |||||||||||
Total receivables | 174 | 154 | |||||||||||
Allowance for doubtful accounts | (1 | ) | (1 | ) | |||||||||
Receivables, net | $ | 173 | $ | 153 | |||||||||
Changes in Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts consisted of the following (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance as of beginning of year | $ | 1 | $ | 2 | $ | 2 | |||||||
Acquisitions | — | — | — | ||||||||||
Increase in allowance charged to expense | — | — | — | ||||||||||
Accounts charged against the allowance, net of recoveries | — | (1 | ) | — | |||||||||
Balance as of end of year | $ | 1 | $ | 1 | $ | 2 | |||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventories | Inventories consisted of the following (in millions): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Convenience store merchandise (CrossAmerica: $7 as of December 31, 2014) | $ | 128 | $ | 115 | |||||
Motor fuel (CrossAmerica: $5 as of December 31, 2014) | 92 | 101 | |||||||
Supplies | 1 | 1 | |||||||
Inventories | $ | 221 | $ | 217 | |||||
Network_Optimization_Tables
Network Optimization (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Schedule of Assets Held for Sale | NETWORK OPTIMIZATION |
In the first quarter of 2014, we conducted market reviews across our entire U.S. Retail system and, as a result, identified approximately 100 company operated convenience stores that were candidates for sale. Convenience stores were identified based on several criteria including fuel volumes, inside sales and operating cash flows. These convenience stores are smaller and less profitable than the average convenience stores in our network. In the second quarter of 2014, we engaged an outside consultant, NRC Realty & Capital Advisors, LLC, to market these properties. | |
There were 93 stores classified as held for sale on the consolidated balance sheet at September 30, 2014 in accordance with ASU 2014-08. We impaired the value of certain of these convenience stores during the third quarter of 2014 where the net book value exceeded the anticipated net sales proceeds. The anticipated sales proceeds were net of estimated selling costs including brokerage fees, commissions and environmental assessment costs. The total amount of these write downs was $2 million, and is included in “Asset impairments” on the consolidated statement of income. | |
During the fourth quarter of 2014, we closed on the sale of 71 of these convenience stores and recognized a gain of $32 million in “Gain on sale of assets, net” on the consolidated statement of income. Of the remaining 22 stores classified as held for sale at September 30, 2014, we have sold 8 in January and February of 2015. While management believes these stores met the criteria as being held for sale at December 31, 2014, they have not been presented separately on the balance sheet as the total net book value of these 8 stores is not considered material. Circumstances changed for the remaining stores and, although they continue to be marketed, management believes that these stores did not meet the criteria as being held for sale at December 31, 2014. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Major classes of property and equipment consisted of the following (in millions): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Land (CrossAmerica: $154 as of December 31, 2014) | $ | 580 | $ | 403 | |||||
Buildings (CrossAmerica: $179 as of December 31, 2014) | 678 | 436 | |||||||
Equipment (CrossAmerica: $148 as of December 31, 2014) | 812 | 625 | |||||||
Leasehold improvements (CrossAmerica: $4 as of December 31, 2014) | 311 | 255 | |||||||
Other | 243 | 213 | |||||||
Construction in progress (CrossAmerica: $5 as of December 31, 2014) | 38 | 49 | |||||||
Property and equipment, at cost | 2,662 | 1,981 | |||||||
Accumulated depreciation (CrossAmerica: $8 as of December 31, 2014) | (705 | ) | (655 | ) | |||||
Property and equipment, net | $ | 1,957 | $ | 1,326 | |||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Goodwill | Changes in goodwill consisted of the following (in millions): | ||||||||||||
U.S. Retail | CrossAmerica | Total | |||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Goodwill from acquisitions | 18 | — | 18 | ||||||||||
Balance at December 31, 2013 | 18 | — | 18 | ||||||||||
Goodwill from acquisitions | 1 | 223 | 224 | ||||||||||
Balance at December 31, 2014 | $ | 19 | $ | 223 | $ | 242 | |||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||||||||||||||
Schedule of Intangible Assets | Intangible assets consisted of the following (in millions): | |||||||||||||||
Gross Carrying Amount | Accumulated Amortization | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Indefinite-lived intangible assets | $ | 92 | $ | — | $ | — | $ | — | ||||||||
Finite-lived intangible assets (CrossAmerica: $370 net as of December 31, 2014) | 512 | 119 | (118 | ) | (88 | ) | ||||||||||
Total | $ | 604 | $ | 119 | $ | (118 | ) | $ | (88 | ) | ||||||
Accrued_Expenses_and_Other_Lon1
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accrued Liabilities and Other Liabilities [Abstract] | |||||||||||||
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other long-term liabilities consisted of the following (in millions): | ||||||||||||
Accrued Expenses | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Wage and other employee-related liabilities (CrossAmerica: $8 as of December 31, 2014) | $ | 42 | $ | 25 | |||||||||
Environmental liabilities | 2 | 2 | |||||||||||
Self-insurance accruals (see Note 15) | 1 | 1 | |||||||||||
Asset retirement obligations | 3 | 3 | |||||||||||
Accrued Interest (CrossAmerica: $1 as of December 31, 2014) | 5 | 5 | |||||||||||
Other (CrossAmerica: $12 as of December 31, 2014) | 26 | 7 | |||||||||||
Total accrued expenses | $ | 79 | $ | 43 | |||||||||
Schedule of Other Assets and Other Liabilities [Table Text Block] | |||||||||||||
Other Long-Term | |||||||||||||
Liabilities | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Environmental liabilities (CrossAmerica: $1 as of December 31, 2014) | $ | 3 | $ | 3 | |||||||||
Self-insurance accruals (see Note 15) | 17 | 16 | |||||||||||
Other (CrossAmerica: $15 as of December 31, 2014) | 37 | 15 | |||||||||||
Total other long-term liabilities | $ | 57 | $ | 34 | |||||||||
Schedule of Changes in Asset Retirement Obligations [Table Text Block] | Changes in our asset retirement obligations were as follows (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Asset retirement obligations as of beginning of year | $ | 82 | $ | 79 | $ | 76 | |||||||
Acquisition of CrossAmerica | 19 | — | — | ||||||||||
Additions to accrual | 7 | 1 | 2 | ||||||||||
Accretion expense | 5 | 4 | 4 | ||||||||||
Settlements | (6 | ) | (1 | ) | (4 | ) | |||||||
Foreign currency translation | (2 | ) | (1 | ) | 1 | ||||||||
Asset retirement obligations as of end of year | $ | 105 | $ | 82 | $ | 79 | |||||||
Less current portion (included in accrued expenses) | (3 | ) | (3 | ) | (2 | ) | |||||||
Asset retirement obligations, less current portion | $ | 102 | $ | 79 | $ | 77 | |||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | The following table presents principal payments due for each of the next five years and thereafter (in millions): | ||||||||||||
Years Ending December 31, | CST | CrossAmerica | Total Consolidated Principal to be Repaid | ||||||||||
2015 | $ | 47 | $ | 26 | $ | 73 | |||||||
2016 | 69 | — | 69 | ||||||||||
2017 | 75 | — | 75 | ||||||||||
2018 | 75 | 1 | 76 | ||||||||||
2019 | 187 | 200 | 387 | ||||||||||
Thereafter | 550 | — | 550 | ||||||||||
Total | $ | 1,003 | $ | 227 | $ | 1,230 | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | Our balances for long-term debt and capital leases are as follows (in millions): | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
CST debt and capital leases:(a) | |||||||||||||
5.00% senior notes due 2023 | $ | 550 | $ | 550 | |||||||||
Term loan due 2019 | 453 | 488 | |||||||||||
Capital leases | 11 | 4 | |||||||||||
Total CST debt and capital leases | 1,014 | 1,042 | |||||||||||
CrossAmerica debt and capital leases:(b) | |||||||||||||
Revolving credit facility | 200 | — | |||||||||||
Other debt | 27 | — | |||||||||||
Capital leases | 63 | — | |||||||||||
Total CrossAmerica debt and capital leases | 290 | — | |||||||||||
Total consolidated debt and capital lease obligations outstanding | 1,304 | 1,042 | |||||||||||
Less current portion of CST | (48 | ) | (36 | ) | |||||||||
Less current portion of CrossAmerica | (29 | ) | — | ||||||||||
Consolidated debt and capital lease obligations, less current portion | $ | 1,227 | $ | 1,006 | |||||||||
(a) The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. CST has pledged its equity ownership in CrossAmerica to secure the CST credit facility. | |||||||||||||
(b) The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. | |||||||||||||
Schedule of Line of Credit Facilities [Table Text Block] | Availability under this revolving credit facility (expires 2019) was as follows (in millions): | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Total available credit facility limit | $ | 300 | $ | 300 | |||||||||
Letters of credit outstanding | (3 | ) | (3 | ) | |||||||||
Maximum leverage ratio constraint | — | (84 | ) | ||||||||||
Total available and undrawn | $ | 297 | $ | 213 | |||||||||
Related_Party_Tables
Related Party (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Schedule of Related Party Transactions [Table Text Block] | The following table reflects significant transactions between CST and Valero during 2013 and 2012 (in millions): | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Cost of sales | $ | 10,460 | $ | 10,810 | |||||
Operating expenses(a) | 14 | 43 | |||||||
General and administrative expenses(a) | 14 | 36 | |||||||
(a) | Includes stock-based compensation and employee benefit plan expense allocations that are more fully described in Notes 17 and 20, respectively. | ||||||||
Reconciliation Of Net Change In Net Parent Company Investment [Table Text Block] | The following is a reconciliation of the amounts presented as “Net transfers to Valero” on the statements of changes in stockholders’ equity/net investment and the amounts presented as “Net transfers to Valero” on the statements of cash flows. | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Net transfers to Parent per statements of changes in net investment | $ | (739 | ) | $ | (222 | ) | |||
Non-cash transactions: | |||||||||
Net transfers of assets and liabilities with Valero | 361 | 3 | |||||||
Net transfers to Valero per statements of cash flows | $ | (378 | ) | $ | (219 | ) |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Schedule of Minimum Lease Payments [Table Text Block] | As of December 31, 2014, our consolidated future minimum lease payments for (i) operating leases having initial or remaining noncancelable lease terms in excess of one year and (ii) capital leases were as follows (in millions): | ||||||||||||
Operating Leases | |||||||||||||
CST | CrossAmerica | Total | |||||||||||
2015 | $ | 30 | $ | 16 | $ | 46 | |||||||
2016 | 28 | 14 | 42 | ||||||||||
2017 | 26 | 13 | 39 | ||||||||||
2018 | 21 | 11 | 32 | ||||||||||
2019 | 16 | 10 | 26 | ||||||||||
Thereafter | 72 | 52 | 124 | ||||||||||
Total minimum rental payments | $ | 193 | $ | 116 | $ | 309 | |||||||
Capital Leases | |||||||||||||
CST | CrossAmerica | Total | |||||||||||
2015 | $ | 3 | $ | 6 | $ | 9 | |||||||
2016 | 3 | 6 | 9 | ||||||||||
2017 | 3 | 6 | 9 | ||||||||||
2018 | 2 | 6 | 8 | ||||||||||
2019 | 2 | 6 | 8 | ||||||||||
Thereafter | 10 | 65 | 75 | ||||||||||
Total minimum rental payments | 23 | 95 | $ | 118 | |||||||||
Less amount representing interest | (12 | ) | (32 | ) | (44 | ) | |||||||
Net minimum rental payments | $ | 11 | $ | 63 | $ | 74 | |||||||
Schedule of Rent Expense [Table Text Block] | Rental expense was as follows (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Minimum rental expense (CrossAmerica: $5 for the year ended December 31, 2014) | $ | 33 | $ | 28 | $ | 25 | |||||||
Contingent rental expense | 20 | 22 | 23 | ||||||||||
Total rental expense | $ | 53 | $ | 50 | $ | 48 | |||||||
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Schedule of Stock by Class [Table Text Block] | Activity related to shares of CST’s common stock and treasury stock was a follows (in thousands): | ||||||||||||
Common Stock | Treasury Stock | ||||||||||||
Balance at May 1, 2013 | — | — | |||||||||||
Issuance of stock at the spin-off | 75,397 | — | |||||||||||
Transactions in connection with stock-based compensation plans: | |||||||||||||
Stock issuances | 203 | — | |||||||||||
Balance at December 31, 2013 | 75,600 | — | |||||||||||
Transactions in connection with stock-based compensation plans: | |||||||||||||
Stock issuances | 30 | — | |||||||||||
Stock repurchases | — | (11 | ) | ||||||||||
Issuance of stock for the GP Purchase and IDR Purchase | 2,044 | — | |||||||||||
Stock repurchases under buyback program | — | (502 | ) | ||||||||||
Balance at December 31, 2014 | 77,674 | (513 | ) | ||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in foreign currency translation adjustments were as follows for the years ended December 31, 2014, 2013 and 2012 (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at the beginning of the period | $ | 133 | $ | 170 | $ | 160 | |||||||
Other comprehensive (loss) income before reclassifications | (56 | ) | (37 | ) | 10 | ||||||||
Amounts reclassified from other comprehensive income | — | — | — | ||||||||||
Net other comprehensive (loss) income | (56 | ) | (37 | ) | 10 | ||||||||
Balance at the end of the period | $ | 77 | $ | 133 | $ | 170 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Stock-based compensation expense was as follows (in millions): | |||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Stock-based compensation related to CST | $ | 10 | $ | 4 | $ | 2 | ||||||||
Stock-based compensation related to CrossAmerica | 8 | — | — | |||||||||||
Total stock-based compensation expense | $ | 18 | $ | 4 | $ | 2 | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following summarizes all CST stock option activity during the years ended December 31, 2014 and 2013: | |||||||||||||
Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (Millions) | |||||||||||
Options outstanding at May 1, 2013 | — | |||||||||||||
Granted | 239,985 | $ | 29.87 | |||||||||||
Exercised | — | |||||||||||||
Unvested options forfeited | (2,125 | ) | $ | 29.53 | ||||||||||
Options outstanding at December 31, 2013 | 237,860 | $ | 29.87 | 9.4 | $ | 2 | ||||||||
Granted | 375,382 | $ | 31.45 | |||||||||||
Exercised | (929 | ) | $ | 29.53 | $ | — | ||||||||
Unvested options forfeited | (5,974 | ) | $ | 29.62 | ||||||||||
Vested options expired | (2,500 | ) | $ | 29.53 | ||||||||||
Options outstanding at December 31, 2014 | 603,839 | $ | 30.86 | 8.9 | $ | 8 | ||||||||
Options exercisable at December 31, 2014 | 75,659 | $ | 29.89 | 8.4 | $ | 1 | ||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions used for grants during 2014 and 2013: | |||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Expected term (years) | 6 | 6 | ||||||||||||
Expected stock price volatility | 39.8 | % | 44.39 | % | ||||||||||
Risk-free interest rate | 1.94 | % | 1.04 | % | ||||||||||
Expected dividend yield | 0.8 | % | 0.84 | % | ||||||||||
Restricted stock awards | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following summarizes all restricted stock activity during the years ended December 31, 2014 and 2013: | |||||||||||||
Number of CST Shares | Weighted-Average Grant-Date Fair Value | |||||||||||||
Restricted shares outstanding at May 1, 2013 | — | |||||||||||||
Granted | 203,813 | $ | 29.73 | |||||||||||
Vested | — | |||||||||||||
Forfeited | (1,110 | ) | $ | 29.53 | ||||||||||
Restricted shares outstanding at December 31, 2013 | 202,703 | $ | 29.73 | |||||||||||
Granted | 32,347 | $ | 31.22 | |||||||||||
Vested | (55,467 | ) | $ | 29.69 | ||||||||||
Forfeited | (3,260 | ) | $ | 29.53 | ||||||||||
Restricted shares outstanding at December 31, 2014 | 176,323 | $ | 30.03 | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following summarizes all CST restricted stock unit activity during the year ended December 31, 2014: | |||||||||||||
Number of CST Restricted Stock Units | Weighted-Average Grant-Date Fair Value | |||||||||||||
Restricted stock units outstanding at December 31, 2013 | — | |||||||||||||
Granted | 141,375 | $ | 31.46 | |||||||||||
Vested | — | |||||||||||||
Forfeited | (123 | ) | $ | 31.12 | ||||||||||
Restricted stock units outstanding at December 31, 2014 | 141,252 | $ | 31.46 | |||||||||||
Phantom Share Units (PSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | The following is a summary of phantom unit activity for the three months ended December 31, 2014: | |||||||||||||
Number of CrossAmerica Units | ||||||||||||||
Phantom units outstanding at September 30, 2014 | 321,772 | |||||||||||||
Granted | 103,184 | |||||||||||||
Vested | (169,580 | ) | ||||||||||||
Forfeited | — | |||||||||||||
Phantom units outstanding at December 31, 2014 | 255,376 | |||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Earnings per common share were computed as follows (in millions, except shares outstanding, common equivalent shares and per share amounts): | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | ||||||||||||||||||||
Earnings per common share: | |||||||||||||||||||||||||
Net income attributable to CST stockholders | $ | 200 | $ | 139 | $ | 208 | |||||||||||||||||||
Less dividends declared: | |||||||||||||||||||||||||
Common stock | 19 | 9 | — | ||||||||||||||||||||||
Undistributed earnings | $ | 181 | $ | 130 | $ | 208 | |||||||||||||||||||
Weighted-average common shares outstanding (in thousands) | 302 | 75,909 | 131 | 75,397 | — | 75,397 | |||||||||||||||||||
Earnings per common share | |||||||||||||||||||||||||
Distributed earnings | $ | 0.25 | $ | 0.25 | $ | 0.13 | $ | 0.13 | $ | — | $ | — | |||||||||||||
Undistributed earnings | 2.38 | 2.38 | 1.71 | 1.71 | — | 2.76 | |||||||||||||||||||
Total earnings per common share | $ | 2.63 | $ | 2.63 | $ | 1.84 | $ | 1.84 | $ | — | $ | 2.76 | |||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | Restricted Shares and Units | Common Stock | ||||||||||||||||||||
Earnings per common share - assuming dilution: | |||||||||||||||||||||||||
Net income attributable to CST stockholders | $ | 200 | $ | 139 | $ | 208 | |||||||||||||||||||
Weighted-average common shares outstanding (in thousands) | 75,909 | 75,397 | 75,397 | ||||||||||||||||||||||
Common equivalent shares: | |||||||||||||||||||||||||
Stock options (in thousands) | 34 | — | — | ||||||||||||||||||||||
Restricted stock (in thousands) | 91 | 28 | — | ||||||||||||||||||||||
Restricted stock units (in thousands) | 52 | — | — | ||||||||||||||||||||||
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,086 | 75,425 | 75,397 | ||||||||||||||||||||||
Earnings per common share - assuming dilution | $ | 2.63 | $ | 1.84 | $ | 2.76 | |||||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The table below presents securities that have been excluded from the computation of diluted earnings per share because they would have been anti-dilutive for the periods presented: | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Weighted-average anti-dilutive options (in thousands) | 245 | 151 | — | ||||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Income before income tax expense from our U.S. and Canadian operations was as follows (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
U.S. operations | $ | 188 | $ | 111 | $ | 201 | |||||||
Canadian operations | 101 | 104 | 112 | ||||||||||
Income before income tax expense | $ | 289 | $ | 215 | $ | 313 | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the U.S. statutory federal income tax rate (35% for all years presented) to the consolidated effective income tax rate: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax expense at the U.S. statutory rate | 35 | % | 35 | % | 35 | % | |||||||
U.S. state income tax expense, net of U.S. federal income tax effect | 1.6 | 1.1 | 1.3 | ||||||||||
Canadian operations | (2.6 | ) | (3.8 | ) | (2.9 | ) | |||||||
CrossAmerica operations | 3.1 | — | — | ||||||||||
Credits | — | (0.4 | ) | — | |||||||||
State credit loss | — | 3.4 | — | ||||||||||
Other | 0.7 | — | 0.1 | ||||||||||
Income tax expense | 37.8 | % | 35.3 | % | 33.5 | % | |||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Components of income tax expense related to net income were as follows (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
U.S. federal | $ | 59 | $ | 37 | $ | 67 | |||||||
U.S. state | 6 | 5 | 6 | ||||||||||
Canada | 20 | 18 | 33 | ||||||||||
Total current | 85 | 60 | 106 | ||||||||||
Deferred: | |||||||||||||
U.S. federal | 14 | (4 | ) | 1 | |||||||||
U.S. state | 2 | 10 | — | ||||||||||
Canada | 8 | 10 | (2 | ) | |||||||||
Total deferred | 24 | 16 | (1 | ) | |||||||||
Income tax expense | $ | 109 | $ | 76 | $ | 105 | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in millions): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Tax credit carryforwards | $ | — | $ | — | |||||||||
Net operating losses (“NOLs”) | 1 | 1 | |||||||||||
Lease financing obligation (CrossAmerica: $25 as of December 31, 2014) | 25 | — | |||||||||||
Inventories | 3 | 4 | |||||||||||
Unpaid insurance reserve | 5 | 5 | |||||||||||
Accrued expenses | 12 | 6 | |||||||||||
Property and equipment | 17 | 23 | |||||||||||
Intangibles | 59 | 69 | |||||||||||
Other assets (CrossAmerica: $4 as of December 31, 2014) | 9 | 6 | |||||||||||
Total deferred income tax assets | 131 | 114 | |||||||||||
Less: Valuation allowance (CrossAmerica: $6 as of December 31, 2014) | (7 | ) | (1 | ) | |||||||||
Net deferred income tax assets | 124 | 113 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Property and equipment (CrossAmerica: $48 as of December 31, 2014) | (171 | ) | (106 | ) | |||||||||
Intangibles (CrossAmerica: $10 as of December 31, 2014) | (10 | ) | — | ||||||||||
Other (CrossAmerica: $2 as of December 31, 2014) | (2 | ) | (1 | ) | |||||||||
Total deferred income tax liabilities | (183 | ) | (107 | ) | |||||||||
Net deferred income tax assets (liabilities) (CrossAmerica: $37 as of December 31, 2014) | (59 | ) | 6 | ||||||||||
Less: Current deferred income tax assets (CrossAmerica: $1 as of December 31, 2014) | (12 | ) | (7 | ) | |||||||||
Less: Non-current deferred income tax asset | (79 | ) | (93 | ) | |||||||||
Non-current deferred income tax liability (CrossAmerica: $38 as of December 31, 2014) | $ | (150 | ) | $ | (94 | ) |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table reflects activity related to our reportable segments (in millions): | ||||||||||||||||||||||||||||
U.S. Retail | Canada Retail | CrossAmerica | Corporate | Eliminations | Fair value adjustments | Consolidated | |||||||||||||||||||||||
Year ended December 31, 2014: | |||||||||||||||||||||||||||||
Operating revenues | $ | 7,482 | $ | 4,702 | $ | 587 | $ | — | $ | (13 | ) | $ | — | $ | 12,758 | ||||||||||||||
Gross profit | 844 | 393 | 34 | — | — | — | 1,271 | ||||||||||||||||||||||
Depreciation, amortization and accretion expense | 90 | 38 | 12 | — | — | 7 | 147 | ||||||||||||||||||||||
Operating income (loss) | 345 | 119 | 11 | (140 | ) | — | (7 | ) | 328 | ||||||||||||||||||||
Total expenditures for long-lived assets | 223 | 59 | 3 | — | — | — | 285 | ||||||||||||||||||||||
Year ended December 31, 2013: | |||||||||||||||||||||||||||||
Operating revenues from external customers | $ | 7,761 | $ | 5,016 | $ | — | $ | — | $ | — | $ | — | $ | 12,777 | |||||||||||||||
Gross profit | 699 | 398 | — | — | — | — | 1,097 | ||||||||||||||||||||||
Depreciation, amortization and accretion expense | 82 | 36 | — | — | — | — | 118 | ||||||||||||||||||||||
Operating income (loss) | 198 | 118 | — | (78 | ) | — | — | 238 | |||||||||||||||||||||
Total expenditures for long-lived assets | 148 | 54 | — | — | — | — | 202 | ||||||||||||||||||||||
Year ended December 31, 2012: | |||||||||||||||||||||||||||||
Operating revenues from external customers | $ | 7,907 | $ | 5,228 | $ | — | $ | — | $ | — | $ | — | $ | 13,135 | |||||||||||||||
Gross profit | 722 | 411 | — | — | — | — | 1,133 | ||||||||||||||||||||||
Depreciation, amortization and accretion expense | 78 | 37 | — | — | — | — | 115 | ||||||||||||||||||||||
Operating income (loss) | 246 | 128 | — | (61 | ) | — | — | 313 | |||||||||||||||||||||
Total expenditures for long-lived assets | 181 | 42 | — | — | — | — | 223 | ||||||||||||||||||||||
Revenue from External Customers by Products and Services [Table Text Block] | Operating revenues for our principal products were as follows (in millions): | ||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||
Motor fuel sales (gasoline and diesel) (CrossAmerica: $551 as of December 31, 2014) | $ | 10,580 | $ | 10,667 | $ | 11,036 | |||||||||||||||||||||||
Merchandise sales (CrossAmerica: $25 as of December 31, 2014) | 1,617 | 1,538 | 1,496 | ||||||||||||||||||||||||||
Other (CrossAmerica: $11 as of December 31, 2014) | 561 | 572 | 603 | ||||||||||||||||||||||||||
Total operating revenues | $ | 12,758 | $ | 12,777 | $ | 13,135 | |||||||||||||||||||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] | Long-lived assets include property and equipment, goodwill and intangible assets. Geographic information by country for long-lived assets consisted of the following (in millions): | ||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
U.S. (CrossAmerica: $1,075 as of December 31, 2014) | $ | 2,312 | $ | 1,003 | |||||||||||||||||||||||||
Canada | 373 | 372 | |||||||||||||||||||||||||||
Total long-lived assets | $ | 2,685 | $ | 1,375 | |||||||||||||||||||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total assets by reportable segment were as follows (in millions): | ||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
U.S. Retail | $ | 1,544 | $ | 1,472 | |||||||||||||||||||||||||
Canadian Retail | 805 | 799 | |||||||||||||||||||||||||||
CrossAmerica | 1,170 | — | |||||||||||||||||||||||||||
Total reportable segment assets | $ | 3,519 | $ | 2,271 | |||||||||||||||||||||||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||||||
Cash Flow, Operating Capital [Table Text Block] | In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Decrease (increase): | |||||||||||||
Receivables, net | $ | 25 | $ | (26 | ) | $ | 41 | ||||||
Inventories | 5 | (23 | ) | (4 | ) | ||||||||
Prepaid expenses and other | (2 | ) | (2 | ) | 2 | ||||||||
Increase (decrease): | |||||||||||||
Accounts payable | 15 | 18 | 4 | ||||||||||
Accounts payable to Valero | (66 | ) | 253 | — | |||||||||
Accrued expenses | 17 | 4 | (3 | ) | |||||||||
Taxes other than income taxes | 10 | (77 | ) | 3 | |||||||||
Income taxes payable | 11 | 10 | — | ||||||||||
Changes in working capital | $ | 15 | $ | 157 | $ | 43 | |||||||
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Cash flows related to interest were as follows (in millions): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest paid in excess of amount capitalized | $ | 41 | $ | 21 | $ | 1 | |||||||
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | The following table summarizes quarterly financial data for the years ended December 31, 2014 and 2013 (in millions): | ||||||||||||||||
2014 Quarter Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||
Operating revenues | $ | 3,001 | $ | 3,261 | $ | 3,221 | $ | 3,275 | |||||||||
Gross profit | 245 | 280 | 340 | 406 | |||||||||||||
Operating income | 25 | 57 | 104 | 142 | |||||||||||||
Net income attributable to CST | 11 | 32 | 63 | 94 | |||||||||||||
Basic earnings per common share | $ | 0.14 | $ | 0.43 | $ | 0.83 | $ | 1.21 | |||||||||
Diluted earnings per common share | $ | 0.14 | $ | 0.43 | $ | 0.83 | $ | 1.21 | |||||||||
2013 Quarter Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||
Operating revenues | $ | 3,188 | $ | 3,211 | $ | 3,316 | $ | 3,062 | |||||||||
Gross profit | 236 | 288 | 291 | 282 | |||||||||||||
Operating income | 32 | 77 | 69 | 60 | |||||||||||||
Net income attributable to CST | 23 | 40 | 42 | 34 | |||||||||||||
Basic earnings per common share | $ | 0.3 | $ | 0.54 | $ | 0.56 | $ | 0.44 | |||||||||
Diluted earnings per common share | $ | 0.3 | $ | 0.54 | $ | 0.56 | $ | 0.44 | |||||||||
Guarantor_Subsidiaries_Tables
Guarantor Subsidiaries (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Condensed Balance Sheet | CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||||||||||
Cash | $ | — | $ | 148 | $ | 205 | $ | — | $ | 353 | $ | 15 | $ | — | $ | 368 | ||||||||||||||||
Receivables, net | 3 | 62 | 73 | — | 138 | 38 | (3 | ) | 173 | |||||||||||||||||||||||
Inventories | — | 144 | 65 | — | 209 | 12 | — | 221 | ||||||||||||||||||||||||
Deferred income taxes | — | 11 | — | — | 11 | 1 | — | 12 | ||||||||||||||||||||||||
Prepaid expenses and other | — | 9 | 5 | — | 14 | 10 | — | 24 | ||||||||||||||||||||||||
Total current assets | 3 | 374 | 348 | — | 725 | 76 | (3 | ) | 798 | |||||||||||||||||||||||
Property and equipment, at cost | 1 | 1,647 | 524 | — | 2,172 | 490 | — | 2,662 | ||||||||||||||||||||||||
Accumulated depreciation | — | (527 | ) | (170 | ) | — | (697 | ) | (8 | ) | — | (705 | ) | |||||||||||||||||||
Property and equipment, net | 1 | 1,120 | 354 | — | 1,475 | 482 | — | 1,957 | ||||||||||||||||||||||||
Intangible assets, net | — | 97 | 19 | — | 116 | 370 | — | 486 | ||||||||||||||||||||||||
Goodwill | — | 19 | — | — | 19 | 223 | — | 242 | ||||||||||||||||||||||||
Investment in subsidiaries | 2,029 | — | — | (2,029 | ) | — | — | — | — | |||||||||||||||||||||||
Deferred income taxes | — | — | 79 | — | 79 | — | — | 79 | ||||||||||||||||||||||||
Other assets, net | 30 | 25 | 5 | — | 60 | 19 | — | 79 | ||||||||||||||||||||||||
Total assets | $ | 2,063 | $ | 1,635 | $ | 805 | $ | (2,029 | ) | $ | 2,474 | $ | 1,170 | $ | (3 | ) | $ | 3,641 | ||||||||||||||
Historical amounts for CrossAmerica were adjusted to their fair values as a result of the GP Purchase discussed in Note 3. These adjustments were as follows as of December 31, 2014: | ||||||||||||||||||||||||||||||||
Property and equipment, net | $ | 90 | ||||||||||||||||||||||||||||||
Intangibles, net | 292 | |||||||||||||||||||||||||||||||
Goodwill | 183 | |||||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
LIABILITIES AND STOCKHOLERS’ EQUITY | ||||||||||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||
Current portion of debt and capital lease obligations | $ | 47 | $ | 1 | $ | — | $ | — | $ | 48 | $ | 29 | $ | — | $ | 77 | ||||||||||||||||
Accounts payable | 3 | 76 | 47 | — | 126 | 34 | (3 | ) | 157 | |||||||||||||||||||||||
Accounts payable to Valero | — | 104 | 75 | — | 179 | — | — | 179 | ||||||||||||||||||||||||
Accrued expenses | 4 | 40 | 14 | — | 58 | 21 | — | 79 | ||||||||||||||||||||||||
Taxes other than income taxes | — | 27 | — | — | 27 | 10 | — | 37 | ||||||||||||||||||||||||
Income taxes payable | — | 1 | 15 | — | 16 | — | — | 16 | ||||||||||||||||||||||||
Dividends payable | 5 | — | — | — | 5 | — | — | 5 | ||||||||||||||||||||||||
Total current liabilities | 59 | 249 | 151 | — | 459 | 94 | (3 | ) | 550 | |||||||||||||||||||||||
Debt and capital lease obligations, less current portion | 956 | 6 | 4 | — | 966 | 261 | — | 1,227 | ||||||||||||||||||||||||
Deferred income taxes | — | 112 | — | — | 112 | 38 | — | 150 | ||||||||||||||||||||||||
Intercompany payables (receivables) | 220 | (221 | ) | 1 | — | — | — | — | — | |||||||||||||||||||||||
Asset retirement obligations | — | 66 | 17 | — | 83 | 19 | — | 102 | ||||||||||||||||||||||||
Other long-term liabilities | 15 | 10 | 16 | — | 41 | 16 | — | 57 | ||||||||||||||||||||||||
Total liabilities | 1,250 | 222 | 189 | — | 1,661 | 428 | (3 | ) | 2,086 | |||||||||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||||||||||||||
Common stock | 1 | — | — | — | 1 | — | — | 1 | ||||||||||||||||||||||||
APIC | 488 | 1,154 | 502 | (1,656 | ) | 488 | — | — | 488 | |||||||||||||||||||||||
Treasury stock | (22 | ) | — | — | — | (22 | ) | — | — | (22 | ) | |||||||||||||||||||||
Retained earnings | 269 | 259 | 114 | (373 | ) | 269 | — | — | 269 | |||||||||||||||||||||||
AOCI | 77 | — | — | — | 77 | — | — | 77 | ||||||||||||||||||||||||
Noncontrolling interest | — | — | — | — | — | 742 | — | 742 | ||||||||||||||||||||||||
Total stockholders’ equity | 813 | 1,413 | 616 | (2,029 | ) | 813 | 742 | — | 1,555 | |||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 2,063 | $ | 1,635 | $ | 805 | $ | (2,029 | ) | $ | 2,474 | $ | 1,170 | $ | (3 | ) | $ | 3,641 | ||||||||||||||
Deferred taxes and noncontrolling interest for CrossAmerica include $14 million and $551 million, respectively, related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. | ||||||||||||||||||||||||||||||||
CONSOLIDATING BALANCE SHEETS | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||||||||||
Cash | $ | — | $ | 231 | $ | 147 | $ | — | $ | 378 | ||||||||||||||||||||||
Receivables, net | — | 56 | 97 | — | 153 | |||||||||||||||||||||||||||
Inventories | — | 139 | 78 | — | 217 | |||||||||||||||||||||||||||
Deferred income taxes | — | 6 | 1 | — | 7 | |||||||||||||||||||||||||||
Prepaid expenses and other | — | 5 | 6 | — | 11 | |||||||||||||||||||||||||||
Total current assets | — | 437 | 329 | — | 766 | |||||||||||||||||||||||||||
Property and equipment, at cost | — | 1,477 | 504 | — | 1,981 | |||||||||||||||||||||||||||
Accumulated depreciation | — | (494 | ) | (161 | ) | — | (655 | ) | ||||||||||||||||||||||||
Property and equipment, net | — | 983 | 343 | — | 1,326 | |||||||||||||||||||||||||||
Intangible assets, net | — | 2 | 29 | — | 31 | |||||||||||||||||||||||||||
Goodwill | — | 18 | — | — | 18 | |||||||||||||||||||||||||||
Investment in subsidiaries | 1,714 | — | — | (1,714 | ) | — | ||||||||||||||||||||||||||
Deferred income taxes | — | — | 93 | — | 93 | |||||||||||||||||||||||||||
Other assets, net | 32 | 32 | 5 | — | 69 | |||||||||||||||||||||||||||
Total assets | $ | 1,746 | $ | 1,472 | $ | 799 | $ | (1,714 | ) | $ | 2,303 | |||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||||||||
Current portion of debt and capital lease obligations | $ | 35 | $ | 1 | $ | — | $ | — | $ | 36 | ||||||||||||||||||||||
Accounts payable | — | 52 | 47 | — | 99 | |||||||||||||||||||||||||||
Accounts payable to Valero | (1 | ) | 158 | 96 | — | 253 | ||||||||||||||||||||||||||
Dividends payable | 5 | — | — | — | 5 | |||||||||||||||||||||||||||
Accrued expenses | 4 | 23 | 16 | — | 43 | |||||||||||||||||||||||||||
Taxes other than income taxes | — | 16 | 1 | — | 17 | |||||||||||||||||||||||||||
Income taxes payable | — | 1 | 9 | — | 10 | |||||||||||||||||||||||||||
Total current liabilities | 43 | 251 | 169 | — | 463 | |||||||||||||||||||||||||||
Debt and capital lease obligations, less current portion | 1,003 | 3 | — | — | 1,006 | |||||||||||||||||||||||||||
Deferred income taxes | — | 94 | — | — | 94 | |||||||||||||||||||||||||||
Intercompany payables (receivables) | 58 | (58 | ) | — | — | — | ||||||||||||||||||||||||||
Asset retirement obligations | — | 61 | 18 | — | 79 | |||||||||||||||||||||||||||
Other long-term liabilities | 15 | 7 | 12 | — | 34 | |||||||||||||||||||||||||||
Total liabilities | 1,119 | 358 | 199 | — | 1,676 | |||||||||||||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||||||||||||||
Common stock | 1 | — | — | — | 1 | |||||||||||||||||||||||||||
APIC | 406 | 1,037 | 551 | (1,588 | ) | 406 | ||||||||||||||||||||||||||
Retained earnings | 87 | 77 | 49 | (126 | ) | 87 | ||||||||||||||||||||||||||
AOCI | 133 | — | — | — | 133 | |||||||||||||||||||||||||||
Total stockholders’ equity | 627 | 1,114 | 600 | (1,714 | ) | 627 | ||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,746 | $ | 1,472 | $ | 799 | $ | (1,714 | ) | $ | 2,303 | |||||||||||||||||||||
Condensed Income Statement | CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | |||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
Operating revenues | $ | — | $ | 7,482 | $ | 4,702 | $ | — | $ | 12,184 | $ | 587 | $ | (13 | ) | $ | 12,758 | |||||||||||||||
Cost of sales | — | 6,638 | 4,309 | — | 10,947 | 553 | (13 | ) | 11,487 | |||||||||||||||||||||||
Gross profit | — | 844 | 393 | — | 1,237 | 34 | — | 1,271 | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Operating expenses | — | 438 | 236 | — | 674 | 11 | — | 685 | ||||||||||||||||||||||||
General and administrative expenses | 14 | 88 | 20 | — | 122 | 18 | — | 140 | ||||||||||||||||||||||||
Depreciation, amortization and accretion expense | — | 90 | 38 | — | 128 | 19 | — | 147 | ||||||||||||||||||||||||
Asset impairments | — | 3 | — | — | 3 | — | — | 3 | ||||||||||||||||||||||||
Total operating expenses | 14 | 619 | 294 | — | 927 | 48 | — | 975 | ||||||||||||||||||||||||
Gain on the sale of assets, net | — | 32 | — | — | 32 | — | — | 32 | ||||||||||||||||||||||||
Operating (loss) income | (14 | ) | 257 | 99 | — | 342 | (14 | ) | — | 328 | ||||||||||||||||||||||
Other income, net | — | 3 | 3 | — | 6 | — | — | 6 | ||||||||||||||||||||||||
Interest expense | (41 | ) | — | (1 | ) | — | (42 | ) | (3 | ) | — | (45 | ) | |||||||||||||||||||
Equity in earnings of subsidiaries | 255 | — | — | (255 | ) | — | — | — | — | |||||||||||||||||||||||
Income (loss) before income tax expense | 200 | 260 | 101 | (255 | ) | 306 | (17 | ) | — | 289 | ||||||||||||||||||||||
Income tax expense | — | 78 | 28 | — | 106 | 3 | — | 109 | ||||||||||||||||||||||||
Net income (loss) | 200 | 182 | 73 | (255 | ) | 200 | (20 | ) | — | 180 | ||||||||||||||||||||||
Net loss attributable to noncontrolling interest | — | — | — | — | — | — | 20 | 20 | ||||||||||||||||||||||||
Net income attributable to CST stockholders | $ | 200 | $ | 182 | $ | 73 | $ | (255 | ) | $ | 200 | $ | (20 | ) | $ | 20 | $ | 200 | ||||||||||||||
Other comprehensive loss, net of tax: | ||||||||||||||||||||||||||||||||
Net income (loss) | $ | 200 | $ | 182 | $ | 73 | $ | (255 | ) | $ | 200 | $ | (20 | ) | $ | — | $ | 180 | ||||||||||||||
Foreign currency translation adjustment | (56 | ) | — | — | — | (56 | ) | — | — | (56 | ) | |||||||||||||||||||||
Comprehensive income (loss) | 144 | 182 | 73 | (255 | ) | 144 | (20 | ) | — | 124 | ||||||||||||||||||||||
Comprehensive income (loss) attributable to noncontrolling interests | — | — | — | — | — | (20 | ) | — | (20 | ) | ||||||||||||||||||||||
Comprehensive income attributable to CST | $ | 144 | $ | 182 | $ | 73 | $ | (255 | ) | $ | 144 | $ | — | $ | — | $ | 144 | |||||||||||||||
stockholders | ||||||||||||||||||||||||||||||||
Depreciation, amortization and accretion expense for CrossAmerica includes $7 million of additional depreciation and amortization expense related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. | ||||||||||||||||||||||||||||||||
CONSOLIDATING AND COMBINING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | ||||||||||||||||||||||||||||||||
(CONTINUED) | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated and Combined | ||||||||||||||||||||||||||||
Operating revenues | $ | — | $ | 7,761 | $ | 5,016 | $ | — | $ | 12,777 | ||||||||||||||||||||||
Cost of sales | — | 7,062 | 4,618 | — | 11,680 | |||||||||||||||||||||||||||
Gross profit | — | 699 | 398 | — | 1,097 | |||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Operating expenses | — | 414 | 243 | — | 657 | |||||||||||||||||||||||||||
General and administrative expenses | 4 | 57 | 17 | — | 78 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion expense | — | 82 | 36 | — | 118 | |||||||||||||||||||||||||||
Asset impairments | — | 5 | 1 | — | 6 | |||||||||||||||||||||||||||
Total operating expenses | 4 | 558 | 297 | — | 859 | |||||||||||||||||||||||||||
Operating (loss) income | (4 | ) | 141 | 101 | — | 238 | ||||||||||||||||||||||||||
Other income, net | 1 | — | 3 | — | 4 | |||||||||||||||||||||||||||
Interest expense | (27 | ) | — | — | — | (27 | ) | |||||||||||||||||||||||||
Equity in earnings of subsidiaries | 126 | — | — | (126 | ) | — | ||||||||||||||||||||||||||
Income (loss) before income tax expense | 96 | 141 | 104 | (126 | ) | 215 | ||||||||||||||||||||||||||
Income tax expense | — | 48 | 28 | — | 76 | |||||||||||||||||||||||||||
Net income (loss) | 96 | 93 | 76 | (126 | ) | 139 | ||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (37 | ) | — | — | — | (37 | ) | |||||||||||||||||||||||||
Comprehensive income | $ | 59 | $ | 93 | $ | 76 | $ | (126 | ) | $ | 102 | |||||||||||||||||||||
COMBINING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | ||||||||||||||||||||||||||||||||
(CONTINUED) | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Combined | ||||||||||||||||||||||||||||
Operating revenues | $ | — | $ | 7,907 | $ | 5,228 | $ | — | $ | 13,135 | ||||||||||||||||||||||
Cost of sales | — | 7,185 | 4,817 | — | 12,002 | |||||||||||||||||||||||||||
Gross profit | — | 722 | 411 | — | 1,133 | |||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Operating expenses | — | 398 | 246 | — | 644 | |||||||||||||||||||||||||||
General and administrative expenses | — | 44 | 17 | — | 61 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion expense | — | 78 | 37 | — | 115 | |||||||||||||||||||||||||||
Asset impairments | — | — | — | — | — | |||||||||||||||||||||||||||
Total operating expenses | — | 520 | 300 | — | 820 | |||||||||||||||||||||||||||
Operating income | — | 202 | 111 | — | 313 | |||||||||||||||||||||||||||
Other income, net | — | — | 1 | — | 1 | |||||||||||||||||||||||||||
Interest expense | — | (1 | ) | — | — | (1 | ) | |||||||||||||||||||||||||
Income before income tax expense | — | 201 | 112 | — | 313 | |||||||||||||||||||||||||||
Income tax expense | — | 74 | 31 | — | 105 | |||||||||||||||||||||||||||
Net income | — | 127 | 81 | — | 208 | |||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | 10 | — | 10 | |||||||||||||||||||||||||||
Comprehensive income | $ | — | $ | 127 | $ | 91 | $ | — | $ | 218 | ||||||||||||||||||||||
Condensed Cash Flow Statement | CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | CST Eliminations | Total CST | CrossAmerica | Eliminations | Total Consolidated | |||||||||||||||||||||||||
US | Canada | |||||||||||||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (50 | ) | $ | 247 | $ | 138 | $ | — | $ | 335 | $ | 20 | $ | — | $ | 355 | |||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
Capital expenditures | — | (223 | ) | (59 | ) | — | (282 | ) | (3 | ) | — | (285 | ) | |||||||||||||||||||
Proceeds from the sale of assets held for sale | — | 58 | — | — | 58 | — | — | 58 | ||||||||||||||||||||||||
CST acquisition of Nice N Easy | — | (24 | ) | — | — | (24 | ) | — | — | (24 | ) | |||||||||||||||||||||
GP Purchase and IDR Purchase | — | (17 | ) | — | — | (17 | ) | — | — | (17 | ) | |||||||||||||||||||||
CrossAmerica acquisition of Nice N Easy | — | — | — | — | — | (54 | ) | — | (54 | ) | ||||||||||||||||||||||
CrossAmerica cash acquired | — | — | — | — | — | 9 | — | 9 | ||||||||||||||||||||||||
Other investing activities, net | — | 3 | (4 | ) | — | (1 | ) | 2 | — | 1 | ||||||||||||||||||||||
Net cash used in investing activities | — | (203 | ) | (63 | ) | — | (266 | ) | (46 | ) | — | (312 | ) | |||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | — | — | — | — | — | 55 | — | 55 | ||||||||||||||||||||||||
Payments of long-term debt | (34 | ) | — | — | — | (34 | ) | — | — | (34 | ) | |||||||||||||||||||||
Purchases of treasury shares | (22 | ) | — | — | — | (22 | ) | — | — | (22 | ) | |||||||||||||||||||||
Debt issuance and credit facility origination costs | (2 | ) | — | — | — | (2 | ) | — | — | (2 | ) | |||||||||||||||||||||
Payments of capital lease obligations | — | — | — | — | — | (2 | ) | — | (2 | ) | ||||||||||||||||||||||
Dividends and distributions paid | (19 | ) | — | — | — | (19 | ) | (12 | ) | — | (31 | ) | ||||||||||||||||||||
Intercompany funding | 127 | (127 | ) | — | — | — | — | — | — | |||||||||||||||||||||||
Net cash provided by (used in) financing activities | 50 | (127 | ) | — | — | (77 | ) | 41 | — | (36 | ) | |||||||||||||||||||||
Effect of foreign exchange rate changes on cash | — | — | (17 | ) | — | (17 | ) | — | — | (17 | ) | |||||||||||||||||||||
Net (decrease) increase in cash | — | (83 | ) | 58 | — | (25 | ) | 15 | — | (10 | ) | |||||||||||||||||||||
Cash at beginning of year | — | 231 | 147 | — | 378 | — | — | 378 | ||||||||||||||||||||||||
Cash at end of year | $ | — | $ | 148 | $ | 205 | $ | — | $ | 353 | $ | 15 | $ | — | $ | 368 | ||||||||||||||||
CONSOLIDATING AND COMBINING STATEMENTS OF CASH FLOWS | ||||||||||||||||||||||||||||||||
(CONTINUED) | ||||||||||||||||||||||||||||||||
(Millions of Dollars) | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated and Combined | ||||||||||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
Net cash provided by operating activities | (21 | ) | 311 | 150 | — | 440 | ||||||||||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
Capital expenditures | — | (153 | ) | (47 | ) | — | (200 | ) | ||||||||||||||||||||||||
Acquisition | — | — | (7 | ) | — | (7 | ) | |||||||||||||||||||||||||
Proceeds from dispositions of property and equipment | — | — | 1 | — | 1 | |||||||||||||||||||||||||||
Other investing activities, net | — | — | — | — | — | |||||||||||||||||||||||||||
Net cash used in investing activities | — | (153 | ) | (53 | ) | — | (206 | ) | ||||||||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | 500 | — | — | — | 500 | |||||||||||||||||||||||||||
Payments on long-term debt | (12 | ) | — | — | — | (12 | ) | |||||||||||||||||||||||||
Debt issuance and credit facility origination costs | (19 | ) | — | — | — | (19 | ) | |||||||||||||||||||||||||
Payments of capital lease obligations | — | (1 | ) | — | — | (1 | ) | |||||||||||||||||||||||||
Dividends paid | (5 | ) | — | — | — | (5 | ) | |||||||||||||||||||||||||
Intercompany funding | 57 | (57 | ) | — | — | — | ||||||||||||||||||||||||||
Net transfers (to)/from Valero | (500 | ) | 87 | 35 | — | (378 | ) | |||||||||||||||||||||||||
Net cash used in financing activities | 21 | 29 | 35 | — | 85 | |||||||||||||||||||||||||||
Effect of foreign exchange rate changes on cash | — | — | (2 | ) | — | (2 | ) | |||||||||||||||||||||||||
Net increase (decrease) in cash | — | 187 | 130 | — | 317 | |||||||||||||||||||||||||||
Cash at beginning of year | — | 44 | 17 | — | 61 | |||||||||||||||||||||||||||
Cash at end of year | $ | — | $ | 231 | $ | 147 | $ | — | $ | 378 | ||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Combined | |||||||||||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||||||||||||||
Net cash provided by operating activities | — | 224 | 140 | 364 | ||||||||||||||||||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||||||||||
Capital expenditures | — | (114 | ) | (42 | ) | (156 | ) | |||||||||||||||||||||||||
Acquisitions | — | (61 | ) | — | (61 | ) | ||||||||||||||||||||||||||
Proceeds from dispositions of property and equipment | — | 2 | — | 2 | ||||||||||||||||||||||||||||
Other investing activities, net | — | — | — | — | ||||||||||||||||||||||||||||
Net cash used in investing activities | — | (173 | ) | (42 | ) | (215 | ) | |||||||||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
Payments of capital lease obligations | — | (1 | ) | — | (1 | ) | ||||||||||||||||||||||||||
Net transfers to Valero | — | (122 | ) | (97 | ) | (219 | ) | |||||||||||||||||||||||||
Net cash used in financing activities | — | (123 | ) | (97 | ) | (220 | ) | |||||||||||||||||||||||||
Effect of foreign exchange rate changes on cash | — | — | — | — | ||||||||||||||||||||||||||||
Net (decrease) increase in cash | — | (72 | ) | 1 | (71 | ) | ||||||||||||||||||||||||||
Cash at beginning of year | — | 116 | 16 | 132 | ||||||||||||||||||||||||||||
Cash at end of year | $ | — | $ | 44 | $ | 17 | $ | 61 | ||||||||||||||||||||||||
Description_of_Business_Basis_1
Description of Business, Basis of Presentation, Concentration Risk and Other Items Affecting Our Business - Narrative (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Purchase of CrossAmerica GP and IDRs | $17,000,000 | $0 | $0 |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,044,490 | ||
Cost of sales for motor fuel purchases for resale from Valero- related party | 10,810,000,000 | ||
CST Standalone | Valero Energy Corporation | |||
Cost of sales for motor fuel purchases for resale from Valero- significant vendor | 9,500,000,000 | ||
Cost of sales for motor fuel purchases for resale from Valero- related party | $10,460,000,000 | $10,800,000,000 | |
CrossAmerica | Valero Energy Corporation | |||
Concentration Risk, Percentage | 37.00% | 28.00% | 22.00% |
CrossAmerica | Customer Concentration Risk | |||
Concentration Risk, Percentage | 25.00% |
Description_of_Business_Basis_2
Description of Business, Basis of Presentation, Concentration Risk and Other Items Affecting Our Business - Subsequent event (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,044,490 | |
Contract Margin | $0.06 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Term of Material Contract | 10 years | |
Contract Margin | 0.05 | |
Subsequent Event | CrossAmerica | ||
Subsequent Event [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 5.00% | |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 1,500,000 | |
Business Combination, Consideration Transferred | $60,000,000 |
Significant_Accounting_Policie2
Significant Accounting Policies - Narrative (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Cost of sales for vendor allowances and rebates | $71 | $71 | $70 |
Acquisitions_Narrative_Details
Acquisitions Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | |||||
Purchase of CrossAmerica GP and IDRs | ($17,000,000) | $0 | $0 | ||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,044,490 | ||||
Lease Rate | 7.50% | ||||
Contract Margin | 0.06 | ||||
Other Payments to Acquire Businesses | 7,000,000 | ||||
Acquisition of Nice N Easy | CrossAmerica | |||||
Business Acquisition [Line Items] | |||||
Number of stores | 23 | 23 | |||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | 54,000,000 | ||||
Acquisition of Nice N Easy | CST Standalone | |||||
Business Acquisition [Line Items] | |||||
Number of stores | 32 | 32 | |||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $24,000,000 |
Acquisitions_CrossAmerica_Acqu
Acquisitions CrossAmerica Acquisition Balance Sheet (Details) (CrossAmerica, USD $) | Sep. 30, 2014 |
In Millions, unless otherwise specified | |
CrossAmerica | |
Current assets | $74 |
Inventories | 14 |
Property and equipment | 436 |
Intangibles | 367 |
Goodwill | 213 |
Other assets | 18 |
Current liabilities | -65 |
Long-term debt and capital leases | -236 |
Deferred tax liabilities | -33 |
Other liabilities | -17 |
Non-controlling interest | -771 |
Total Consideration | $0 |
Acquisitions_Subsequent_Event_
Acquisitions - Subsequent Event (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2015 | |
Subsequent Event [Line Items] | |||
Lease Rate | 7.50% | ||
Contract Margin | $0.06 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Lease Rate | 7.50% | ||
Contract Margin | 0.05 | ||
Subsequent Event | Acquisition of Landmark Industries Stores | |||
Subsequent Event [Line Items] | |||
Number of stores | 22 | ||
Subsequent Event | CST Standalone | Acquisition of Landmark Industries Stores | |||
Subsequent Event [Line Items] | |||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | 44,000,000 | ||
Subsequent Event | CrossAmerica | Acquisition of Landmark Industries Stores | |||
Subsequent Event [Line Items] | |||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | 20,000,000 | ||
Subsequent Event | CrossAmerica | Acquisition of Erickson Oil Products | |||
Subsequent Event [Line Items] | |||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $85,000,000 | ||
Subsequent Event | San Antonio | Acquisition of Landmark Industries Stores | |||
Subsequent Event [Line Items] | |||
Number of stores | 20 | ||
Subsequent Event | Austin | Acquisition of Landmark Industries Stores | |||
Subsequent Event [Line Items] | |||
Number of stores | 2 |
Asset_Impairments_Details
Asset Impairments (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Impaired Long-Lived Assets Held and Used | ||
Asset impairments | $3 | $6 |
Write down of assets held-for-sale | $2 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Property and equipment, net book value | $1,957 | $1,326 | |
Property and equipment, impairment | 3 | 6 | |
Income Approach Valuation Technique | Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Property and equipment, valuation techniques | Income approach | Income approach | Income approach |
Property and equipment, fair value | 2 | 4 | 0 |
Property and equipment, net book value | 3 | 10 | 0 |
Property and equipment, impairment | $1 | $6 | $0 |
Receivables_Receivables_Detail
Receivables - Receivables (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | ||||
Trade receivables (CrossAmerica:$35 as of December 31, 2014) | $124 | $123 | ||
Other | 50 | 31 | ||
Total receivables | 174 | 154 | ||
Allowance for doubtful accounts | -1 | -1 | -2 | -2 |
Receivables, net | 173 | 153 | ||
CrossAmerica | ||||
Trade receivables (CrossAmerica:$35 as of December 31, 2014) | 35 | |||
Other | 0 | |||
Total receivables | 35 | |||
Allowance for doubtful accounts | 0 | 0 | ||
Receivables, net | $35 |
Receivables_Allowance_for_Doub
Receivables - Allowance for Doubtful Accounts (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Balance as of beginning of year | $1 | $2 | $2 |
Acquisitions | 0 | 0 | 0 |
Increase in allowance charged to expense | 0 | 0 | 0 |
Allowance for Doubtful Accounts Receivable, Write-offs | 0 | -1 | 0 |
Balance as of end of year | 1 | 1 | 2 |
CrossAmerica | |||
Balance as of beginning of year | 0 | ||
Acquisitions | 0 | ||
Increase in allowance charged to expense | 0 | ||
Allowance for Doubtful Accounts Receivable, Write-offs | 0 | ||
Balance as of end of year | $0 |
Inventories_Narrative_Details
Inventories - Narrative (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Excess of replacement or current costs over stated LIFO value | $2 | $24 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory | ||
Convenience store merchandise (CrossAmerica: $7 as of December 31, 2014) | $128 | $115 |
Motor fuel (CrossAmerica: $5 as of December 31, 2014) | 92 | 101 |
Supplies | 1 | 1 |
Inventories | 221 | 217 |
CrossAmerica | ||
Inventory | ||
Convenience store merchandise (CrossAmerica: $7 as of December 31, 2014) | 7 | |
Motor fuel (CrossAmerica: $5 as of December 31, 2014) | 5 | |
Inventories | $12 |
Network_Optimization_Narrative
Network Optimization - Narrative (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Sep. 30, 2014 |
Write down of assets held-for-sale | $2 | ||||
Gain on the sale of assets, net | $32 | $0 | $0 | ||
Assets identified as possible future for sales | |||||
Number of sites classified as assets held for sale | 100 | ||||
Assets Held-for-sale | |||||
Number of sites classified as assets held for sale | 22 | 93 | |||
Sale of held-for-sale assets | |||||
Number of sites classified as assets held for sale | 71 | ||||
Sale of held-for-sale assets | Subsequent Event | |||||
Number of sites classified as assets held for sale | 8 |
Property_and_Equipment_Narrati
Property and Equipment - Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Property, Plant and Equipment | ||||
Depreciation expense | $114 | $106 | $103 | |
Property, Plant and Equipment, Net | 10 | 9 | 10 | |
Capital leases, accumulated depreciation | 4 | 6 | 4 | |
CrossAmerica | ||||
Property, Plant and Equipment | ||||
Depreciation expense | 8 | |||
Capital leases, accumulated depreciation | 1 | 1 | ||
CrossAmerica | Sale Leaseback Transaction | ||||
Property, Plant and Equipment | ||||
Property, Plant and Equipment, Net | $52 | $52 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Property, Plant and Equipment | ||
Land (CrossAmerica: $154 as of December 31, 2014) | $580 | $403 |
Buildings (CrossAmerica: $179 as of December 31, 2014) | 678 | 436 |
Equipment (CrossAmerica: $148 as of December 31, 2014) | 812 | 625 |
Leasehold improvements (CrossAmerica: $4 as of December 31, 2014) | 311 | 255 |
Other | 243 | 213 |
Leasehold improvements (CrossAmerica: $4 as of December 31, 2014) | 38 | 49 |
Property and equipment, at cost | 2,662 | 1,981 |
Accumulated depreciation (CrossAmerica: $8 as of December 31, 2014) | -705 | -655 |
Property and equipment, net | 1,957 | 1,326 |
CrossAmerica | ||
Property, Plant and Equipment | ||
Land (CrossAmerica: $154 as of December 31, 2014) | 154 | |
Buildings (CrossAmerica: $179 as of December 31, 2014) | 179 | |
Equipment (CrossAmerica: $148 as of December 31, 2014) | 148 | |
Leasehold improvements (CrossAmerica: $4 as of December 31, 2014) | 4 | |
Other | 0 | |
Leasehold improvements (CrossAmerica: $4 as of December 31, 2014) | 5 | |
Property and equipment, at cost | 490 | |
Accumulated depreciation (CrossAmerica: $8 as of December 31, 2014) | -8 | |
Property and equipment, net | $482 |
Goodwill_Narrative_Details
Goodwill - Narrative (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segments | |||
Goodwill [Line Items] | |||
Goodwill | $242 | $18 | $0 |
Number of reportable segments | 3 | ||
U.S. | |||
Goodwill [Line Items] | |||
Goodwill | 19 | 18 | 0 |
CrossAmerica | |||
Goodwill [Line Items] | |||
Goodwill | $223 | $0 | $0 |
Number of reportable segments | 2 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ||
Goodwill Beginning Balance | $18 | $0 |
Goodwill from acquisitions | 224 | 18 |
Goodwill Ending Balance | 242 | 18 |
U.S. | ||
Goodwill [Line Items] | ||
Goodwill Beginning Balance | 18 | 0 |
Goodwill from acquisitions | 1 | 18 |
Goodwill Ending Balance | 19 | 18 |
CrossAmerica | ||
Goodwill [Line Items] | ||
Goodwill Beginning Balance | 0 | 0 |
Goodwill from acquisitions | 223 | 0 |
Goodwill Ending Balance | $223 | $0 |
Intangible_Assets_Narrative_De
Intangible Assets - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CrossAmerica | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $10 | |||
Projected amortization expense, 2015 | 28 | 28 | ||
Projected amortization expense, 2016 | 27 | 27 | ||
Projected amortization expense, 2017 | 27 | 27 | ||
Projected amortization expense, 2018 | 26 | 26 | ||
Projected amortization expense, 2019 | 25 | 25 | ||
CST Standalone | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 8 | 8 | 8 | |
Projected amortization expense, 2015 | 8 | 8 | ||
Projected amortization expense, 2016 | 8 | 8 | ||
Projected amortization expense, 2017 | 1 | 1 | ||
Projected amortization expense, 2018 | 1 | 1 | ||
Projected amortization expense, 2019 | $1 | $1 | ||
Canada | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
10 year life | CrossAmerica | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
5 year life - Covenants | CrossAmerica | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
5 year life - above and below market leases | CrossAmerica | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
15 year life | CrossAmerica | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years |
Intangible_Assets_Intangible_A
Intangible Assets - Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $92 | |
Finite-lived intangible assets (CrossAmerica: $370 net as of December 31, 2014) | 512 | 119 |
Finite-lived intangible assets, accumulated amortization | -118 | -88 |
Total, gross carrying amount | 604 | 119 |
CrossAmerica | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets (CrossAmerica: $370 net as of December 31, 2014) | 400 | |
Finite-lived intangible assets, accumulated amortization | -30 | |
Total, gross carrying amount | $400 |
Accrued_Expenses_and_Other_Lon2
Accrued Expenses and Other Long-Term Liabilities - Narrative (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Property, Plant and Equipment, Useful Life | 30 years |
Accrued_Expenses_and_Other_Lon3
Accrued Expenses and Other Long-Term Liabilities Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Wage and other employee-related liabilities (CrossAmerica: $8 as of December 31, 2014) | $42 | $25 | |
Environmental liabilities | 2 | 2 | |
Self-insurance accruals | 1 | 1 | |
Asset retirement obligation, current | 3 | 3 | 2 |
Accrued Interest (CrossAmerica: $1 as of December 31, 2014) | 5 | 5 | |
Other (CrossAmerica: $12 as of December 31, 2014) | 26 | 7 | |
Total accrued expenses | 79 | 43 | |
CrossAmerica | |||
Wage and other employee-related liabilities (CrossAmerica: $8 as of December 31, 2014) | 8 | ||
Environmental liabilities | 0 | ||
Self-insurance accruals | 0 | ||
Asset retirement obligation, current | 0 | ||
Accrued Interest (CrossAmerica: $1 as of December 31, 2014) | 1 | ||
Other (CrossAmerica: $12 as of December 31, 2014) | 12 | ||
Total accrued expenses | $21 |
Accrued_Expenses_and_Other_Lon4
Accrued Expenses and Other Long-Term Liabilities Other Long-Term Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Environmental liabilities (CrossAmerica: $1 as of December 31, 2014) | $3 | $3 |
Self-insurance accruals (see Note 15) | 17 | 16 |
Other (CrossAmerica: $15 as of December 31, 2014) | 37 | 15 |
Total other long-term liabilities | 57 | 34 |
CrossAmerica | ||
Environmental liabilities (CrossAmerica: $1 as of December 31, 2014) | 1 | |
Self-insurance accruals (see Note 15) | 0 | |
Other (CrossAmerica: $15 as of December 31, 2014) | 15 | |
Total other long-term liabilities | $16 |
Accrued_Expenses_and_Other_Lon5
Accrued Expenses and Other Long-Term Liabilities Asset Retirement Obligations (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligations as of beginning of year | $82 | $79 | $76 |
Acquisition of CrossAmerica | 19 | 0 | 0 |
Additions to accrual | 7 | 1 | 2 |
Accretion expense | 5 | 4 | 4 |
Settlements | -6 | -1 | -4 |
Foreign currency translation | -2 | -1 | 1 |
Asset retirement obligations as of end of year | 105 | 82 | 79 |
Less current portion (included in accrued expenses) | -3 | -3 | -2 |
Asset retirement obligations, less current portion | 102 | 79 | 77 |
CrossAmerica | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligations as of end of year | 19 | ||
Less current portion (included in accrued expenses) | 0 | ||
Asset retirement obligations, less current portion | $19 |
Debt_Notes_Narrative_Details
Debt - Notes Narrative (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Asset Sale | |
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100.00% |
Change of Control | |
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 101.00% |
Debt_LongTerm_Debt_Details
Debt - Long-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Debt Instrument [Line Items] | ||||
Long-term debt and capital lease obligations, including current maturities | $1,304 | $1,042 | ||
Debt and capital lease obligations, less current portion | 1,227 | 1,006 | ||
CST Standalone | ||||
Debt Instrument [Line Items] | ||||
Senior Notes, Noncurrent | 550 | [1] | 550 | [1] |
Long-term debt | 453 | [1] | 488 | [1] |
Capital leases | 11 | [1] | 4 | [1] |
Debt, Current | -48 | -36 | ||
Debt and capital lease obligations, less current portion | 1,014 | [1] | 1,042 | [1] |
CrossAmerica | ||||
Debt Instrument [Line Items] | ||||
Capital leases | 63 | [2] | 0 | [2] |
Line of Credit Facility, Fair Value of Amount Outstanding | 200 | [2] | 0 | [2] |
Other Long-term Debt | 27 | [2] | 0 | [2] |
Debt, Current | -29 | 0 | ||
Debt and capital lease obligations, less current portion | $290 | [2] | $0 | [2] |
[1] | The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. | |||
[2] | The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. |
Debt_Maturities_of_LongTerm_De
Debt Maturities of Long-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
2015 | $73 | |||
2016 | 69 | |||
2017 | 75 | |||
2018 | 76 | |||
2019 | 387 | |||
Thereafter | 550 | |||
Total | 1,230 | |||
CST Standalone | ||||
Debt Instrument [Line Items] | ||||
Total | 453 | [1] | 488 | [1] |
CST Standalone | Term Loan | ||||
Debt Instrument [Line Items] | ||||
2015 | 47 | |||
2016 | 69 | |||
2017 | 75 | |||
2018 | 75 | |||
2019 | 187 | |||
Thereafter | 550 | |||
Total | 1,003 | |||
CrossAmerica | Term Loan | ||||
Debt Instrument [Line Items] | ||||
2015 | 26 | |||
2016 | 0 | |||
2017 | 0 | |||
2018 | 1 | |||
2019 | 200 | |||
Thereafter | 0 | |||
Total | $227 | |||
[1] | The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. |
Debt_Line_of_Credit_Facility_D
Debt - Line of Credit Facility (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Line Items] | ||
Total available credit facility limit | $800,000,000 | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Total available credit facility limit | 300,000,000 | 300,000,000 |
Letters of credit outstanding | -3,000,000 | -3,000,000 |
Maximum leverage ratio constraint | 0 | -84,000,000 |
Total available and undrawn | 297,000,000 | 213,000,000 |
Fair Value, Inputs, Level 1 | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Fair value of long-term debt | $1,000,000,000 |
Debt_Credit_Facilities_Narrati
Debt - Credit Facilities - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Line Items] | |||
Total available credit facility limit | $800 | ||
Banking Fees and Commissions | 2 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Total available credit facility limit | 300 | 300 | |
Debt Instrument, Maturity Date | 30-Sep-19 | ||
Security Interests in the Capital Stock of Domestic Subsidiaries | 100.00% | ||
Security Interests in the Voting Equity Interests of Foreign Subsidiaries | 65.00% | ||
Security Interests in the Non-Voting Equity Interests of Foreign Subsidiaries | 100.00% | ||
Debt Instrument, Covenant, Lease Adjusted Leverage Ratio, Maximum | 3.75 | ||
Debt Instrument, Covenant, Consolidated Fixed Charge Coverage Ratio, Minimum | 1.3 | ||
Consolidated Lease Adjusted Leverage Ratio | 2.3 | ||
Consolidated Fixed Charge Coverage Ratio | 2.7 | ||
Term Loan | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Face Amount | 500 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Long-term debt | 1,000 | ||
Term Loan | |||
Line of Credit Facility [Line Items] | |||
Long-term debt | $1,230 | ||
Line of credit facility, interest rate at period end | 1.92% | ||
Base Rate | Term Loan | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Alternate Base Rate | Term Loan | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.75% | ||
London Interbank Offered Rate (LIBOR) | Term Loan | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, description of variable rate basis | LIBOR |
Debt_CrossAmerica_Credit_Facil
Debt - CrossAmerica Credit Facility (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |
Total available credit facility limit | $800 |
CrossAmerica | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Increase (Decrease), Net | 100 |
Line of Credit Facility, Remaining Borrowing Capacity | 333 |
Long-term Purchase Commitment, Period | 5 years |
CrossAmerica | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Maturity Date | 4-Mar-19 |
Total available credit facility limit | 550 |
Letters of credit outstanding | 17 |
Debt, Weighted Average Interest Rate | 2.70% |
CrossAmerica | Swing-Line Loans | |
Line of Credit Facility [Line Items] | |
Total available credit facility limit | 10 |
CrossAmerica | Standby Letters of Credit | |
Line of Credit Facility [Line Items] | |
Total available credit facility limit | 45 |
CrossAmerica | London Interbank Offered Rate (LIBOR) | First Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, description of variable rate basis | LIBOR |
CrossAmerica | London Interbank Offered Rate (LIBOR) | Second Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, description of variable rate basis | LIBOR for one month |
Debt instrument, basis spread on variable rate | 1.00% |
CrossAmerica | Federal Funds Effective Swap Rate | Second Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, description of variable rate basis | federal funds rate |
Debt instrument, basis spread on variable rate | 0.50% |
CrossAmerica | Base Rate | Second Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, description of variable rate basis | interest established by the agent |
CrossAmerica | Minimum | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate | 0.35% |
CrossAmerica | Minimum | Senior Notes | |
Line of Credit Facility [Line Items] | |
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio | 2.75 |
CrossAmerica | Minimum | London Interbank Offered Rate (LIBOR) | First Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate | 2.00% |
CrossAmerica | Minimum | Base Rate | Second Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate | 1.00% |
CrossAmerica | Maximum | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate | 0.50% |
CrossAmerica | Maximum | Senior Notes | |
Line of Credit Facility [Line Items] | |
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 3 |
CrossAmerica | Maximum | London Interbank Offered Rate (LIBOR) | First Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate | 3.25% |
CrossAmerica | Maximum | Base Rate | Second Option | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Debt instrument, basis spread on variable rate | 2.25% |
CrossAmerica | Thereafter December 31, 2014 | Maximum | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 4.5 |
CrossAmerica | After July 2, 2014 but Prior to December 31, 2014 | Maximum | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 4.5 |
CrossAmerica | Two Quarters Following Closing of Material Acquisition | Maximum | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 |
CrossAmerica | Upon issuance of Qualified Senior Notes | Maximum | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5.5 |
CrossAmerica | Minimum | Senior Notes | |
Line of Credit Facility [Line Items] | |
Debt Instrument, Face Amount | $175 |
Debt_CrossAmerica_Other_Debt_D
Debt - CrossAmerica Other Debt (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Term Loan | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 73 |
CrossAmerica | |
Debt Instrument [Line Items] | |
Long-term Purchase Commitment, Period | 5 years |
CrossAmerica | Notes Payable, Other Payables | |
Debt Instrument [Line Items] | |
Notes Payable | 1 |
Debt Instrument, Maturity Date | 1-Jul-18 |
CrossAmerica | Term Loan | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 26 |
CrossAmerica | Amount due each of the next five years | Term Loan | |
Debt Instrument [Line Items] | |
Contractual Obligation | 5 |
Related_Party_Narrative_Detail
Related Party - Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | 1-May-13 | |
Related Party Transaction [Line Items] | |||||
Ownership interest retained by Valero as a result of the spin off | 20.00% | ||||
Deferred tax assets, gross | $131,000,000 | $114,000,000 | $131,000,000 | ||
Operating Leases, Rent Expense | 53,000,000 | 50,000,000 | 48,000,000 | ||
CrossAmerica | |||||
Related Party Transaction [Line Items] | |||||
Operating Leases, Rent Expense | 0 | ||||
Management Fees Revenue | 670,000 | ||||
Valero Energy Corporation | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable, related parties, noncurrent | 15,000,000 | 15,000,000 | |||
Scenario, Adjustment | |||||
Related Party Transaction [Line Items] | |||||
Deferred tax assets, gross | 9,000,000 |
Related_Party_Activity_with_Va
Related Party - Activity with Valero (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Related Party Transaction [Line Items] | ||||
Cost of sales | $10,810 | |||
Valero Energy Corporation | ||||
Related Party Transaction [Line Items] | ||||
Operating expenses | 14 | [1] | 43 | [1] |
General and administrative expenses | $14 | [1] | $36 | [1] |
[1] | Includes stock-based compensation and employee benefit plan expense allocations that are more fully described in Notes 17 and 20, respectively. |
Related_Party_Reconciliation_o
Related Party - Reconciliation of Net Transfers to Valero (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Net transfers to Parent per statements of changes in net investment | ($739) | ($222) | |
Net transfers to Valero per statements of cash flows | 0 | 378 | 219 |
Net Parent Investment | |||
Related Party Transaction [Line Items] | |||
Net transfers to Parent per statements of changes in net investment | -739 | -222 | |
Net transfers of assets and liabilities with Valero | 361 | 3 | |
Net transfers to Valero per statements of cash flows | ($378) | ($219) |
Commitments_and_Contingencies_1
Commitments and Contingencies - Narrative (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Loss Contingencies [Line Items] | |
Self Insurance Reserve | $18 |
Pending Litigation | State of Colorado Litigation | |
Loss Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | October 30, 2013 |
Loss Contingency, Name of Defendant | State of Colorado |
Loss Contingency, Damages Sought, Value | $15 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Minimum Operating Lease Payments (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Operating Leased Assets [Line Items] | |
2015 | $46 |
2016 | 42 |
2017 | 39 |
2018 | 32 |
2019 | 26 |
Thereafter | 124 |
Total minimum rental payments | 309 |
CST Brands Inc. | |
Operating Leased Assets [Line Items] | |
2015 | 30 |
2016 | 28 |
2017 | 26 |
2018 | 21 |
2019 | 16 |
Thereafter | 72 |
Total minimum rental payments | 193 |
CrossAmerica | |
Operating Leased Assets [Line Items] | |
2015 | 16 |
2016 | 14 |
2017 | 13 |
2018 | 11 |
2019 | 10 |
Thereafter | 52 |
Total minimum rental payments | $116 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Minimum Capital Lease Payments (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Capital Leased Assets [Line Items] | |
2015 | $9 |
2016 | 9 |
2017 | 9 |
2018 | 8 |
2019 | 8 |
Thereafter | 75 |
Total minimum rental payments | 118 |
Less amount representing interest | -44 |
Net minimum rental payments | 74 |
CST Brands Inc. | |
Capital Leased Assets [Line Items] | |
2015 | 3 |
2016 | 3 |
2017 | 3 |
2018 | 2 |
2019 | 2 |
Thereafter | 10 |
Total minimum rental payments | 23 |
Less amount representing interest | -12 |
Net minimum rental payments | 11 |
CrossAmerica | |
Capital Leased Assets [Line Items] | |
2015 | 6 |
2016 | 6 |
2017 | 6 |
2018 | 6 |
2019 | 6 |
Thereafter | 65 |
Total minimum rental payments | 95 |
Less amount representing interest | -32 |
Net minimum rental payments | $63 |
Commitments_and_Contingencies_4
Commitments and Contingencies - Rental Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Minimum rental expense (CrossAmerica: $5 for the year ended December 31, 2014) | $33 | $28 | $25 |
Contingent rental expense | 20 | 22 | 23 |
Total rental expense | 53 | 50 | 48 |
CrossAmerica | |||
Minimum rental expense (CrossAmerica: $5 for the year ended December 31, 2014) | 5 | ||
Contingent rental expense | 0 | ||
Total rental expense | $5 |
Equity_Narrative_Details
Equity - Narrative (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | 1-May-13 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 250,000,000 | |||
Common stock, par or stated value per share | $0.01 | |||
Common stock, shares, issued | 77,674,450 | 75,599,944 | 75,397,241 | |
Common stock, shares, outstanding | 77,161,736 | 75,599,944 | 0 | |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,044,490 | |||
Stock Repurchase Program, Authorized Amount | $200 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 178 | |||
Treasury Stock, Shares | 512,714 | |||
Treasury stock | ($22) | $0 | ||
Subsequent Event | CrossAmerica | ||||
Class of Stock [Line Items] | ||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 1,500,000 |
Equity_Dividend_Activity_Detai
Equity - Dividend Activity (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Dividends | ($18,000,000) | ($9,000,000) | |
Quarterly | |||
Dividends | 0.0625 | ||
CrossAmerica | |||
Dividends | $0.54 |
Equity_CST_Common_Stock_and_Tr
Equity - CST Common Stock and Treasury Stock Activity (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 | |
Stock-Based Activity [Abstract] | |||
Common stock, shares, outstanding | 77,161,736 | 75,599,944 | 0 |
Stock issuances | 30,000 | 203,000 | |
Issuance of stock for the GP Purchase and IDR Purchase | 2,044,490 | ||
Issuance of stock at the spin-off | 77,674,450 | 75,599,944 | 75,397,241 |
Treasury Stock, Number of Shares Held | -513,000 | 0 | 0 |
Stock repurchases | -11,000 | ||
Stock repurchases under buyback program | -502,000 |
Equity_Other_Comprehensive_Inc
Equity - Other Comprehensive Income (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at beginning of period | $133 | ||
Other comprehensive income (loss) | -56 | -37 | 10 |
Balance at end of period | 77 | 133 | |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at beginning of period | 133 | 170 | 160 |
Other comprehensive (loss) income before reclassifications | -56 | -37 | 10 |
Amounts reclassified from other comprehensive income | 0 | 0 | 0 |
Other comprehensive income (loss) | -56 | -37 | 10 |
Balance at end of period | $77 | $133 | $170 |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation for services provided prior to legal separation | $1 |
Share-based compensation arrangement by share-based payment award, number of shares authorized | 7.5 |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 6.6 |
StockBased_Compensation_StockB
Stock-Based Compensation - Stock-Based Compensation Expense (Details) (Stock Options and Restricted Stock Units (RSUs), USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $18 | $4 | $2 |
Variable Interest Entity, Primary Beneficiary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 8 | 0 | 0 |
CST Standalone | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $10 | $4 | $2 |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Options (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments | $0.25 | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $29.53 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $41.54 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $11.86 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $2,000,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 4 months 6 days | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 603,839 | 237,860 | 0 |
StockBased_Compensation_Stock_1
Stock-Based Compensation - Stock Option Activity (Details) (Employee Stock Option, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding at May 1, 2013 | 603,839 | 237,860 | 0 |
Number of options granted | 375,382 | 239,985 | |
Number of options Exercised | -929 | 0 | |
Number of unvested options forfeited | 5,974 | -2,125 | |
Number of vested options expired | -2,500 | ||
Weighted-average exercise price of options granted | $31.45 | $29.87 | |
Weighted-average exercise price of options exercised | $29.53 | ||
Aggregate intrinsic value of shares exercised | $0 | ||
Weighted-average exercise price of unvested options forfeited | $29.62 | $29.53 | |
Weighted-average exercise price of vested options expired | $29.53 | ||
Weighted-average exercise price of options outstanding | $30.86 | $29.87 | |
Weighted average remaining contractual term on options outstanding | 8 years 10 months 25 days | 9 years 4 months 24 days | |
Aggregate intrinsic value of options outstanding | 8,000,000 | 2,000,000 | |
Number of options exercisable | 75,659 | ||
Weighted average exercise price for options exercisable | $29.89 | ||
Weighted average remaining contractual term on for options exercisable | 8 years 4 months 24 days | ||
Aggregate intrinsic value on options exercisable December 31,2014 | $1,000,000 |
StockBased_Compensation_Fair_V
Stock-Based Compensation - Fair Value Inputs (Details) (Employee Stock Option) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years | 6 years |
Expected stock price volatility | 39.80% | 44.39% |
Risk-free interest rate | 1.94% | 1.04% |
Expected dividend yield rate | 0.80% | 0.84% |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted shares (Details) (Restricted stock awards, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Restricted stock awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $2 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 2 months 24 days |
StockBased_Compensation_Restri1
Stock-Based Compensation - Restricted share activity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares outstanding | 141,252 | 0 | |
Granted, shares | 141,375 | ||
Granted, weighted-average grant-date fair value | $31.46 | ||
Vested, shares | 0 | ||
Forfeited, shares | -123 | ||
Forfeited, weighted-average grant-date fair value | $31.12 | ||
Restricted shares outstanding, weighted-average grant-date fair value | $31.46 | ||
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares outstanding | 176,323 | 202,703 | 0 |
Granted, shares | 32,347 | 203,813 | |
Granted, weighted-average grant-date fair value | $31.22 | $29.73 | |
Vested, shares | -55,467 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $29.69 | ||
Forfeited, shares | 3,260 | -1,110 | |
Forfeited, weighted-average grant-date fair value | $29.53 | $29.53 | |
Restricted shares outstanding, weighted-average grant-date fair value | $30.03 | $29.73 |
StockBased_Compensation_Restri2
Stock-Based Compensation - Restricted stock units (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $2 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 4 months 24 days |
StockBased_Compensation_Restri3
Stock-Based Compensation - Restricted stock units activity (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted shares outstanding | 141,252 | 0 |
Granted, shares | 141,375 | |
Granted, weighted-average grant-date fair value | $31.46 | |
Vested, shares | 0 | |
Forfeited, shares | -123 | |
Forfeited, weighted-average grant-date fair value | $31.12 | |
Restricted shares outstanding, weighted-average grant-date fair value | $31.46 |
StockBased_Compensation_CrossA
Stock-Based Compensation - CrossAmerica equity-based awards (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 7,500,000 | 7,500,000 |
CrossAmerica | Common units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 1,505,000 | 1,505,000 |
CrossAmerica | Phantom Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $11 | $11 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 8 | 8 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 169,580 | |
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | 5 | |
CrossAmerica | Phantom Share Units (PSUs) | Immediate vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $2 |
StockBased_Compensation_CrossA1
Stock-Based Compensation - CrossAmerica equity-based awards activity (Details) (CrossAmerica, Phantom Share Units (PSUs)) | 12 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2014 | |
CrossAmerica | Phantom Share Units (PSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Phantom units outstanding | 255,376 | 321,772 |
Granted, shares | 103,184 | |
Vested, shares | -169,580 | |
Forfeited, shares | 0 |
Earnings_Per_Share_Narrative_D
Earnings Per Share - Narrative (Details) | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 |
Earnings Per Share [Abstract] | |||
Common stock, shares, issued | 77,674,450 | 75,599,944 | 75,397,241 |
Earnings_Per_Share_Earnings_Pe
Earnings Per Share - Earnings Per Share Basic (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST stockholders | $200,000,000 | $139,000,000 | |||||||||
Less dividends declared: Common stock | -18,000,000 | -9,000,000 | |||||||||
Weighted-average common shares outstanding (in thousands) | 75,397 | ||||||||||
Total earnings per common share | $1.21 | $0.83 | $0.43 | $0.14 | $0.44 | $0.56 | $0.54 | $0.30 | $2.63 | $1.84 | $2.76 |
Common Stock | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST stockholders | 200,000,000 | 139,000,000 | 208,000,000 | ||||||||
Less dividends declared: Common stock | 19,000,000 | 9,000,000 | 0 | ||||||||
Undistributed earnings | $181,000,000 | $130,000,000 | $208,000,000 | ||||||||
Weighted-average common shares outstanding (in thousands) | 75,909 | 75,397 | 75,397 | ||||||||
Earnings per share, distributed earnings | $0.25 | $0.13 | $0 | ||||||||
Earnings per share, undistributed earnings | $2.38 | $1.71 | $2.76 | ||||||||
Total earnings per common share | $2.63 | $1.84 | $2.76 | ||||||||
Restricted stock awards | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Weighted-average common shares outstanding (in thousands) | 302 | 131 | 0 | ||||||||
Earnings per share, distributed earnings | $0.25 | $0.13 | $0 | ||||||||
Earnings per share, undistributed earnings | $2.38 | $1.71 | $0 | ||||||||
Total earnings per common share | $2.63 | $1.84 | $0 |
Recovered_Sheet1
Earnings Per Share Earnings per Share Diluted (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST | $200 | $139 | |||||||||
Weighted-average common shares outstanding (in thousands) | 75,397 | ||||||||||
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,086 | 75,425 | 75,397 | ||||||||
Earnings per common share - assuming dilution | $1.21 | $0.83 | $0.43 | $0.14 | $0.44 | $0.56 | $0.54 | $0.30 | |||
Common Stock | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST | $200 | $139 | 208 | ||||||||
Weighted-average common shares outstanding (in thousands) | 75,909 | 75,397 | 75,397 | ||||||||
Stock options (in thousands) | 34 | 0 | 0 | ||||||||
Restricted stock (in thousands) | 91 | 28 | 0 | ||||||||
Restricted stock units (in thousands) | 52 | 0 | 0 | ||||||||
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,086 | 75,425 | 75,397 | ||||||||
Earnings per common share - assuming dilution | $2.63 | $1.84 | 2.76 |
Earnings_Per_Share_Antidilutiv
Earnings Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Employee Stock Option) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average anti-dilutive options (in thousands) | 245 | 151 | 0 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Effective federal income tax rate percent | 35.00% | 35.00% | 35.00% |
Effective tncome tax rate, percent | 37.80% | 35.30% | 33.50% |
Income tax expense | $109,000,000 | $76,000,000 | $105,000,000 |
Deferred Tax Liabilities, Net | 37,000,000 | -6,000,000 | |
Tax Credit Carryforward, Amount | 0 | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 25,000,000 | ||
Operating Loss Carryforwards, Valuation Allowance | 1,000,000 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 6,000,000 | ||
Unrecognized Tax Benefits | 0 | ||
Income Tax Examination, Penalties and Interest Expense | 0 | ||
Undistributed Earnings of Foreign Subsidiaries | 965,000,000 | ||
Income Taxes Paid | 77,000,000 | 26,000,000 | 1,000,000 |
CST Standalone | Reportable Legal Entities | |||
Effective tncome tax rate, percent | 34.70% | ||
Income tax expense | $106,000,000 |
Income_Taxes_Income_Before_Inc
Income Taxes - Income Before Income Tax Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income before income tax expense | $289 | $215 | $313 |
U.S. | |||
Income before income tax expense | 188 | 111 | 201 |
Canada | |||
Income before income tax expense | $101 | $104 | $112 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of U.S. Federal Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Federal income tax expense at the U.S. statutory rate | 35.00% | 35.00% | 35.00% |
U.S. state income tax expense, net of U.S. Federal income tax effect | 1.60% | 1.10% | 1.30% |
Canadian operations | -2.60% | -3.80% | -2.90% |
Credits | 0.00% | -0.40% | 0.00% |
State credit loss | 0.00% | 3.40% | 0.00% |
Other | 0.70% | 0.00% | 0.10% |
Income tax expense | 37.80% | 35.30% | 33.50% |
CrossAmerica | |||
Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent | 3.10% |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Tax Expense (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Total current | $85 | $60 | $106 |
Total deferred | 24 | 16 | -1 |
Income tax expense | 109 | 76 | 105 |
U.S. | |||
U.S. federal | 59 | 37 | 67 |
U.S. state | 6 | 5 | 6 |
U.S. federal | 14 | -4 | 1 |
U.S. state | 2 | 10 | 0 |
Canada | |||
Canada | 20 | 18 | 33 |
Canada | $8 | $10 | ($2) |
Income_Taxes_Tax_Effects_of_Si
Income Taxes - Tax Effects of Significant Temporary Differences (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Millions, unless otherwise specified | |||||
Tax credit carryforwards | $0 | $0 | |||
Net operating losses (NOLs) | 1 | 1 | |||
Lease financing obligation | 25 | 0 | |||
Inventories | 3 | 4 | |||
Unpaid insurance reserve | 5 | 5 | |||
Accrued expenses | 12 | 6 | |||
Property and equipment | 17 | 23 | |||
Intangibles | 59 | 69 | |||
Other assets | 9 | 6 | |||
Total deferred income tax assets | 131 | 114 | |||
Less: Valuation allowance | -7 | -1 | |||
Net deferred income tax assets | 124 | 113 | |||
Property and equipment | -171 | -106 | |||
Deferred Tax Liabilities, Intangible Assets | -10 | 0 | |||
Other | -2 | -1 | |||
Total deferred income tax liabilities | -183 | -107 | |||
Net deferred income tax assets (liabilities) | -59 | ||||
Deferred Tax Liabilities, Net | 37 | -6 | |||
Less: Current deferred income tax asset | -12 | -7 | |||
Less: Non-current deferred income tax asset | -79 | -93 | |||
Non-current deferred income tax liability | -150 | [1] | -94 | -94 | |
CrossAmerica | |||||
Other Long-term Debt | 27 | [2] | 0 | [2] | |
Accrued expenses | 25 | ||||
Other assets | 4 | ||||
Total deferred income tax assets | 29 | ||||
Less: Valuation allowance | -6 | ||||
Net deferred income tax assets | 23 | ||||
Property and equipment | -48 | ||||
Deferred Tax Liabilities, Intangible Assets | -10 | ||||
Other | -2 | ||||
Total deferred income tax liabilities | -60 | ||||
Net deferred income tax assets (liabilities) | -37 | ||||
Less: Current deferred income tax asset | -1 | ||||
Non-current deferred income tax liability | ($38) | ||||
[1] | Deferred taxes and noncontrolling interest for CrossAmerica include $14 million and $551 million, respectively, related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. | ||||
[2] | The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. |
Employee_Benefit_Plans_Narrati
Employee Benefit Plans - Narrative (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $9 | $7 |
Pension and Other Postretirement Benefit Expense | $5 | $15 |
Minimum | CST Defined Contribution Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | |
Defined contribution plan, profit sharing, percent | 0.00% | |
Maximum | CST Defined Contribution Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 100.00% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 4.00% | |
Defined contribution plan, profit sharing, percent | 4.00% |
Employee_Benefit_Plans_Defined
Employee Benefit Plans - Defined Contribution Plans (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Benefit plan expense | $5 | $15 |
Segment_Information_Narrative_
Segment Information - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues(a) | $3,275 | $3,221 | $3,261 | $3,001 | $3,062 | $3,316 | $3,211 | $3,188 | $12,758 | $12,777 | $13,135 |
Total assets | 3,641 | 2,303 | 3,641 | 2,303 | |||||||
Receivables, net | 173 | 153 | 173 | 153 | |||||||
Number of reportable segments | 3 | ||||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues(a) | 0 | 0 | 0 | ||||||||
Total assets | 125 | 32 | 125 | 32 | |||||||
Consolidation, Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues(a) | -13 | 0 | 0 | ||||||||
Total assets | -3 | -1,714 | -3 | -1,714 | |||||||
Receivables, net | ($3) | $0 | ($3) | $0 |
Segment_Information_Reportable
Segment Information - Reportable Segments (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues | $3,275 | $3,221 | $3,261 | $3,001 | $3,062 | $3,316 | $3,211 | $3,188 | $12,758 | $12,777 | $13,135 |
Gross profit | 406 | 340 | 280 | 245 | 282 | 291 | 288 | 236 | 1,271 | 1,097 | 1,133 |
Depreciation, amortization and accretion expense | 147 | 118 | 115 | ||||||||
Operating income | 142 | 104 | 57 | 25 | 60 | 69 | 77 | 32 | 328 | 238 | 313 |
Total expenditures for long-lived assets | 285 | 202 | 223 | ||||||||
U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues | 7,482 | 7,761 | 7,907 | ||||||||
Gross profit | 844 | 699 | 722 | ||||||||
Depreciation, amortization and accretion expense | 90 | 82 | 78 | ||||||||
Operating income | 345 | 198 | 246 | ||||||||
Total expenditures for long-lived assets | 223 | 148 | 181 | ||||||||
Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues | 4,702 | 5,016 | 5,228 | ||||||||
Gross profit | 393 | 398 | 411 | ||||||||
Depreciation, amortization and accretion expense | 38 | 36 | 37 | ||||||||
Operating income | 119 | 118 | 128 | ||||||||
Total expenditures for long-lived assets | 59 | 54 | 42 | ||||||||
CrossAmerica | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues | 587 | 0 | 0 | ||||||||
Gross profit | 34 | 0 | 0 | ||||||||
Depreciation, amortization and accretion expense | 12 | 0 | 0 | ||||||||
Operating income | 11 | 0 | 0 | ||||||||
Total expenditures for long-lived assets | 3 | 0 | 0 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | ||||||||
Operating income | -140 | -78 | -61 | ||||||||
Total expenditures for long-lived assets | 0 | 0 | 0 | ||||||||
Consolidation, Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues | -13 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | ||||||||
Operating income | 0 | 0 | 0 | ||||||||
Total expenditures for long-lived assets | 0 | 0 | 0 | ||||||||
Fair Value Adjustment from Acquisition | CrossAmerica | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating revenues | 0 | 0 | 0 | ||||||||
Gross profit | 0 | 0 | 0 | ||||||||
Depreciation, amortization and accretion expense | 7 | 0 | 0 | ||||||||
Operating income | -7 | 0 | 0 | ||||||||
Total expenditures for long-lived assets | $0 | $0 | $0 |
Segment_Information_Revenue_by
Segment Information - Revenue by Product (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | $3,275 | $3,221 | $3,261 | $3,001 | $3,062 | $3,316 | $3,211 | $3,188 | $12,758 | $12,777 | $13,135 |
Motor Fuel Sales | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | 10,580 | 10,667 | 11,036 | ||||||||
Merchandise Sales | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | 1,617 | 1,538 | 1,496 | ||||||||
Other Product Revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | 561 | 572 | 603 | ||||||||
CrossAmerica | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | 587 | ||||||||||
CrossAmerica | Motor Fuel Sales | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | 551 | ||||||||||
CrossAmerica | Merchandise Sales | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | 25 | ||||||||||
CrossAmerica | Other Product Revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Operating revenues | $11 |
Segment_Information_LongLived_
Segment Information - Long-Lived Assets by Reportable Segment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $2,685 | $1,375 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,312 | 1,003 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 373 | 372 |
CrossAmerica | U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $1,075 |
Segment_Information_Total_Asse
Segment Information - Total Assets by Reporting Segment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | $3,641 | $2,303 | ||
Receivables, net | -173 | -153 | ||
Consolidation, Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | -3 | -1,714 | ||
Receivables, net | 3 | 0 | ||
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | 1,544 | 1,472 | ||
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | 805 | 799 | ||
CrossAmerica | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | 1,170 | [1] | 0 | |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | 3,519 | [2] | 2,271 | [2] |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment assets | $125 | $32 | ||
[1] | CrossAmerica’s assets in the table above include $3 million of trade receivables from the U.S. Retail segment that are eliminated upon consolidation. | |||
[2] | Corporate assets of $125 million and $32 million at December 31, 2014 and 2013, respectively, were not allocated to the reportable segments and primarily relate to intangible assets associated with the GP Purchase and IDR Purchase, deferred debt issue costs and the indemnification receivable from Valero discussed in Note 14. |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information - Narrative (Details) (USD $) | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 | ||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,044,490 | ||||
Common stock, shares, issued | 77,674,450 | 75,599,944 | 75,397,241 | ||
CST Standalone | |||||
Senior Notes, Noncurrent | 550 | [1] | 550 | [1] | |
Long-term debt | 453 | [1] | 488 | [1] | |
[1] | The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. |
Supplemental_Cash_Flow_Informa3
Supplemental Cash Flow Information - Changes in Current Assets and Liabilities (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Decrease (increase) in Operating Assets: | |||
Receivables, net | $25 | ($26) | $41 |
Inventories | 5 | -23 | -4 |
Prepaid expenses and other | -2 | -2 | 2 |
Increase (Decrease) in Operating Liabilities [Abstract] | |||
Accounts payable | 15 | 18 | 4 |
Accounts payable to Valero | -66 | 253 | 0 |
Accrued expenses | 17 | 4 | -3 |
Taxes other than income taxes | 10 | -77 | 3 |
Income taxes payable | 11 | 10 | 0 |
Changes in working capital | $15 | $157 | $43 |
Supplemental_Cash_Flow_Informa4
Supplemental Cash Flow Information - Interest and Taxes Paid (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Information [Abstract] | |||
Interest paid in excess of amount capitalized | $41 | $21 | $1 |
Quarterly_Financial_Data_Narra
Quarterly Financial Data - Narrative (Details) | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-13 |
Quarterly Financial Information Disclosure [Abstract] | |||
Common stock, shares, outstanding | 77,161,736 | 75,599,944 | 0 |
Quarterly_Financial_Data_Quart
Quarterly Financial Data - Quarterly Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 1-May-13 |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Common stock, shares, issued | 77,674,450 | 75,599,944 | 77,674,450 | 75,599,944 | 75,397,241 | |||||||
Common stock, shares, outstanding | 77,161,736 | 75,599,944 | 77,161,736 | 75,599,944 | 0 | |||||||
Operating revenues | $3,275 | $3,221 | $3,261 | $3,001 | $3,062 | $3,316 | $3,211 | $3,188 | $12,758 | $12,777 | $13,135 | |
Gross profit | 406 | 340 | 280 | 245 | 282 | 291 | 288 | 236 | 1,271 | 1,097 | 1,133 | |
Operating income | 142 | 104 | 57 | 25 | 60 | 69 | 77 | 32 | 328 | 238 | 313 | |
Net income | $94 | $63 | $32 | $11 | $34 | $42 | $40 | $23 | $180 | $139 | $208 | |
Basic earnings per common share | $1.21 | $0.83 | $0.43 | $0.14 | $0.44 | $0.56 | $0.54 | $0.30 | $2.63 | $1.84 | $2.76 | |
Diluted earnings per common share | $1.21 | $0.83 | $0.43 | $0.14 | $0.44 | $0.56 | $0.54 | $0.30 |
Guarantor_Subsidiaries_Narrati
Guarantor Subsidiaries - Narrative (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Depreciation, amortization and accretion expense | $147 | $118 | $115 | |
Deferred income taxes | 150 | [1] | 94 | 94 |
Property and equipment, net | 1,957 | 1,326 | ||
Intangible assets, net | 486 | 31 | ||
Goodwill | 242 | 18 | 0 | |
Noncontrolling interest | 742 | [1] | 0 | |
CrossAmerica | ||||
Deferred income taxes | 38 | |||
Property and equipment, net | 482 | |||
Reportable Legal Entities | CrossAmerica | ||||
Deferred income taxes | 38 | [1] | ||
Property and equipment, net | 90 | |||
Intangible assets, net | 292 | |||
Goodwill | 183 | |||
Noncontrolling interest | 742 | [1] | ||
Fair Value Adjustment from Acquisition | Reportable Legal Entities | CrossAmerica | ||||
Deferred income taxes | 14 | |||
Noncontrolling interest | $551 | |||
[1] | Deferred taxes and noncontrolling interest for CrossAmerica include $14 million and $551 million, respectively, related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. |
Guarantor_Subsidiaries_Consoli
Guarantor Subsidiaries - Consolidating Balance Sheets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
In Millions, unless otherwise specified | ||||||
Current assets: | ||||||
Cash | $368 | $378 | $61 | $132 | ||
Receivables, net | 173 | 153 | ||||
Inventories | 221 | 217 | ||||
Deferred income taxes | 12 | 7 | ||||
Prepaid expenses and other | 24 | 11 | ||||
Total current assets | 798 | 766 | ||||
Property and equipment, at cost | 2,662 | 1,981 | ||||
Accumulated depreciation | -705 | -655 | ||||
Property and equipment, net | 1,957 | 1,326 | ||||
Intangible assets, net | 486 | 31 | ||||
Goodwill | 242 | 18 | 0 | |||
Investments in subsidiaries | 0 | 0 | ||||
Deferred income taxes | 79 | 93 | ||||
Other assets, net | 79 | 69 | ||||
Total assets | 3,641 | 2,303 | ||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 77 | 36 | ||||
Accounts payable | 157 | 99 | ||||
Accounts payable to Valero | 179 | 253 | ||||
Accrued expenses | 79 | 43 | ||||
Taxes other than income taxes | 37 | 17 | ||||
Income taxes payable | 16 | 10 | ||||
Dividends payable | 5 | 5 | ||||
Total current liabilities | 550 | 463 | ||||
Debt and capital lease obligations, less current portion | 1,227 | 1,006 | ||||
Deferred income taxes | 150 | [1] | 94 | 94 | ||
Intercompany payables (receivables) | 0 | 0 | ||||
Asset retirement obligations | 102 | 79 | 77 | |||
Other long-term liabilities | 57 | 34 | ||||
Total liabilities | 2,086 | 1,676 | ||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 1 | 1 | ||||
APIC | -488 | -406 | ||||
Treasury stock | -22 | 0 | ||||
Retained earnings | 269 | 87 | ||||
AOCI | -77 | -133 | ||||
Noncontrolling interest | 742 | [1] | 0 | |||
Total CST Brands, Inc. shareholders' equity | 1,555 | 627 | 1,270 | 1,274 | ||
Stockholders' Equity Attributable to Parent | 813 | 627 | ||||
Total liabilities and shareholders’ equity | 3,641 | 2,303 | ||||
CST Standalone | ||||||
Current liabilities: | ||||||
Debt and capital lease obligations, less current portion | 1,014 | [2] | 1,042 | [2] | ||
CrossAmerica | ||||||
Current assets: | ||||||
Inventories | 12 | |||||
Total current assets | 73 | |||||
Property and equipment, at cost | 490 | |||||
Accumulated depreciation | -8 | |||||
Property and equipment, net | 482 | |||||
Total assets | 1,167 | |||||
Current liabilities: | ||||||
Accrued expenses | 21 | |||||
Total current liabilities | 91 | |||||
Debt and capital lease obligations, less current portion | 290 | [3] | 0 | [3] | ||
Deferred income taxes | 38 | |||||
Asset retirement obligations | 19 | |||||
Other long-term liabilities | 16 | |||||
Total liabilities | 425 | |||||
Shareholders’ equity: | ||||||
Total liabilities and shareholders’ equity | 1,167 | |||||
Corporate, Non-Segment | Parent Company | ||||||
Current assets: | ||||||
Cash | 0 | 0 | 0 | 0 | ||
Receivables, net | 3 | 0 | ||||
Inventories | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Prepaid expenses and other | 0 | 0 | ||||
Total current assets | 3 | 0 | ||||
Property and equipment, at cost | 1 | 0 | ||||
Accumulated depreciation | 0 | 0 | ||||
Property and equipment, net | 1 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Investments in subsidiaries | 2,029 | 1,714 | ||||
Deferred income taxes | 0 | 0 | ||||
Other assets, net | 30 | 32 | ||||
Total assets | 2,063 | 1,746 | ||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 47 | 35 | ||||
Accounts payable | 3 | 0 | ||||
Accounts payable to Valero | 0 | -1 | ||||
Accrued expenses | 4 | 4 | ||||
Taxes other than income taxes | 0 | 0 | ||||
Income taxes payable | 0 | 0 | ||||
Dividends payable | 5 | 5 | ||||
Total current liabilities | 59 | 43 | ||||
Debt and capital lease obligations, less current portion | 956 | 1,003 | ||||
Deferred income taxes | 0 | 0 | ||||
Intercompany payables (receivables) | 220 | 58 | ||||
Asset retirement obligations | 0 | 0 | ||||
Other long-term liabilities | 15 | 15 | ||||
Total liabilities | 1,250 | 1,119 | ||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 1 | 1 | ||||
APIC | -488 | -406 | ||||
Treasury stock | -22 | |||||
Retained earnings | 269 | 87 | ||||
AOCI | -77 | -133 | ||||
Noncontrolling interest | 0 | |||||
Total CST Brands, Inc. shareholders' equity | 627 | |||||
Stockholders' Equity Attributable to Parent | 813 | |||||
Total liabilities and shareholders’ equity | 2,063 | 1,746 | ||||
Reportable Legal Entities | Guarantor Subsidiaries | ||||||
Current assets: | ||||||
Cash | 148 | 231 | 44 | 116 | ||
Receivables, net | 62 | 56 | ||||
Inventories | 144 | 139 | ||||
Deferred income taxes | 11 | 6 | ||||
Prepaid expenses and other | 9 | 5 | ||||
Total current assets | 374 | 437 | ||||
Property and equipment, at cost | 1,647 | 1,477 | ||||
Accumulated depreciation | -527 | -494 | ||||
Property and equipment, net | 1,120 | 983 | ||||
Intangible assets, net | 97 | 2 | ||||
Goodwill | 19 | 18 | ||||
Investments in subsidiaries | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Other assets, net | 25 | 32 | ||||
Total assets | 1,635 | 1,472 | ||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 1 | 1 | ||||
Accounts payable | 76 | 52 | ||||
Accounts payable to Valero | 104 | 158 | ||||
Accrued expenses | 40 | 23 | ||||
Taxes other than income taxes | 27 | 16 | ||||
Income taxes payable | 1 | 1 | ||||
Dividends payable | 0 | 0 | ||||
Total current liabilities | 249 | 251 | ||||
Debt and capital lease obligations, less current portion | 6 | 3 | ||||
Deferred income taxes | 112 | 94 | ||||
Intercompany payables (receivables) | -221 | -58 | ||||
Asset retirement obligations | 66 | 61 | ||||
Other long-term liabilities | 10 | 7 | ||||
Total liabilities | 222 | 358 | ||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 0 | 0 | ||||
APIC | -1,154 | -1,037 | ||||
Treasury stock | 0 | |||||
Retained earnings | 259 | 77 | ||||
AOCI | 0 | 0 | ||||
Noncontrolling interest | 0 | |||||
Total CST Brands, Inc. shareholders' equity | 1,114 | |||||
Stockholders' Equity Attributable to Parent | 1,413 | |||||
Total liabilities and shareholders’ equity | 1,635 | 1,472 | ||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||
Current assets: | ||||||
Cash | 205 | 147 | 17 | 16 | ||
Receivables, net | 73 | 97 | ||||
Inventories | 65 | 78 | ||||
Deferred income taxes | 0 | 1 | ||||
Prepaid expenses and other | 5 | 6 | ||||
Total current assets | 348 | 329 | ||||
Property and equipment, at cost | 524 | 504 | ||||
Accumulated depreciation | -170 | -161 | ||||
Property and equipment, net | 354 | 343 | ||||
Intangible assets, net | 19 | 29 | ||||
Goodwill | 0 | 0 | ||||
Investments in subsidiaries | 0 | 0 | ||||
Deferred income taxes | 79 | 93 | ||||
Other assets, net | 5 | 5 | ||||
Total assets | 805 | 799 | ||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 0 | 0 | ||||
Accounts payable | 47 | 47 | ||||
Accounts payable to Valero | 75 | 96 | ||||
Accrued expenses | 14 | 16 | ||||
Taxes other than income taxes | 0 | 1 | ||||
Income taxes payable | 15 | 9 | ||||
Dividends payable | 0 | 0 | ||||
Total current liabilities | 151 | 169 | ||||
Debt and capital lease obligations, less current portion | 4 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Intercompany payables (receivables) | 1 | 0 | ||||
Asset retirement obligations | 17 | 18 | ||||
Other long-term liabilities | 16 | 12 | ||||
Total liabilities | 189 | 199 | ||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 0 | 0 | ||||
APIC | -502 | -551 | ||||
Treasury stock | 0 | |||||
Retained earnings | 114 | 49 | ||||
AOCI | 0 | 0 | ||||
Noncontrolling interest | 0 | |||||
Total CST Brands, Inc. shareholders' equity | 600 | |||||
Stockholders' Equity Attributable to Parent | 616 | |||||
Total liabilities and shareholders’ equity | 805 | 799 | ||||
Reportable Legal Entities | CST Standalone | ||||||
Current assets: | ||||||
Cash | 353 | 378 | ||||
Receivables, net | 138 | |||||
Inventories | 209 | |||||
Deferred income taxes | 11 | |||||
Prepaid expenses and other | 14 | |||||
Total current assets | 725 | |||||
Property and equipment, at cost | 2,172 | |||||
Accumulated depreciation | -697 | |||||
Property and equipment, net | 1,475 | |||||
Intangible assets, net | 116 | |||||
Goodwill | 19 | |||||
Deferred income taxes | 79 | |||||
Other assets, net | 60 | |||||
Total assets | 2,474 | |||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 48 | |||||
Accounts payable | 126 | |||||
Accounts payable to Valero | 179 | |||||
Accrued expenses | 58 | |||||
Taxes other than income taxes | 27 | |||||
Income taxes payable | 16 | |||||
Dividends payable | 5 | |||||
Total current liabilities | 459 | |||||
Debt and capital lease obligations, less current portion | 966 | |||||
Deferred income taxes | 112 | |||||
Intercompany payables (receivables) | 0 | |||||
Asset retirement obligations | 83 | |||||
Other long-term liabilities | 41 | |||||
Total liabilities | 1,661 | |||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 1 | |||||
APIC | -488 | |||||
Treasury stock | -22 | |||||
Retained earnings | 269 | |||||
AOCI | -77 | |||||
Noncontrolling interest | 0 | |||||
Stockholders' Equity Attributable to Parent | 813 | |||||
Total liabilities and shareholders’ equity | 2,474 | |||||
Reportable Legal Entities | CrossAmerica | ||||||
Current assets: | ||||||
Receivables, net | 35 | |||||
Property and equipment, net | 90 | |||||
Intangible assets, net | 292 | |||||
Goodwill | 183 | |||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 29 | |||||
Accounts payable | 34 | |||||
Accounts payable to Valero | 0 | |||||
Accrued expenses | 21 | |||||
Taxes other than income taxes | 10 | |||||
Income taxes payable | 0 | |||||
Dividends payable | 0 | |||||
Total current liabilities | 94 | |||||
Debt and capital lease obligations, less current portion | 261 | |||||
Deferred income taxes | 38 | [1] | ||||
Intercompany payables (receivables) | 0 | |||||
Asset retirement obligations | 19 | |||||
Other long-term liabilities | 16 | |||||
Total liabilities | 428 | |||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 0 | |||||
APIC | 0 | |||||
Treasury stock | 0 | |||||
Retained earnings | 0 | |||||
AOCI | 0 | |||||
Noncontrolling interest | 742 | [1] | ||||
Total CST Brands, Inc. shareholders' equity | 742 | |||||
Total liabilities and shareholders’ equity | 1,170 | |||||
Intersegment Eliminations | ||||||
Current assets: | ||||||
Cash | 0 | 0 | ||||
Receivables, net | 0 | |||||
Inventories | 0 | |||||
Deferred income taxes | 0 | |||||
Prepaid expenses and other | 0 | |||||
Total current assets | 0 | |||||
Property and equipment, at cost | 0 | |||||
Accumulated depreciation | 0 | |||||
Property and equipment, net | 0 | |||||
Intangible assets, net | 0 | |||||
Goodwill | 0 | |||||
Investments in subsidiaries | -2,029 | |||||
Deferred income taxes | 0 | |||||
Other assets, net | 0 | |||||
Total assets | -2,029 | |||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 0 | |||||
Accounts payable | 0 | |||||
Accounts payable to Valero | 0 | |||||
Accrued expenses | 0 | |||||
Taxes other than income taxes | 0 | |||||
Income taxes payable | 0 | |||||
Dividends payable | 0 | |||||
Total current liabilities | 0 | |||||
Debt and capital lease obligations, less current portion | 0 | |||||
Deferred income taxes | 0 | |||||
Intercompany payables (receivables) | 0 | |||||
Asset retirement obligations | 0 | |||||
Other long-term liabilities | 0 | |||||
Total liabilities | 0 | |||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 0 | |||||
APIC | 1,656 | |||||
Treasury stock | 0 | |||||
Retained earnings | -373 | |||||
AOCI | 0 | |||||
Noncontrolling interest | 0 | |||||
Stockholders' Equity Attributable to Parent | -2,029 | |||||
Total liabilities and shareholders’ equity | -2,029 | |||||
Variable Interest Entity, Primary Beneficiary | CrossAmerica | ||||||
Current assets: | ||||||
Cash | 15 | 0 | ||||
Receivables, net | 38 | |||||
Inventories | 12 | |||||
Deferred income taxes | 1 | |||||
Prepaid expenses and other | 10 | |||||
Total current assets | 76 | |||||
Property and equipment, at cost | 490 | |||||
Accumulated depreciation | -8 | |||||
Property and equipment, net | 482 | |||||
Intangible assets, net | 370 | |||||
Goodwill | 223 | |||||
Investments in subsidiaries | 0 | |||||
Deferred income taxes | 0 | |||||
Other assets, net | 19 | |||||
Total assets | 1,170 | |||||
Consolidation, Eliminations | ||||||
Current assets: | ||||||
Cash | 0 | 0 | 0 | |||
Receivables, net | -3 | 0 | ||||
Inventories | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Prepaid expenses and other | 0 | 0 | ||||
Total current assets | -3 | 0 | ||||
Property and equipment, at cost | 0 | 0 | ||||
Accumulated depreciation | 0 | 0 | ||||
Property and equipment, net | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Investments in subsidiaries | 0 | -1,714 | ||||
Deferred income taxes | 0 | 0 | ||||
Other assets, net | 0 | 0 | ||||
Total assets | -3 | -1,714 | ||||
Current liabilities: | ||||||
Current portion of debt and capital lease obligations | 0 | 0 | ||||
Accounts payable | -3 | 0 | ||||
Accounts payable to Valero | 0 | 0 | ||||
Accrued expenses | 0 | 0 | ||||
Taxes other than income taxes | 0 | 0 | ||||
Income taxes payable | 0 | 0 | ||||
Dividends payable | 0 | 0 | ||||
Total current liabilities | -3 | 0 | ||||
Debt and capital lease obligations, less current portion | 0 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Intercompany payables (receivables) | 0 | 0 | ||||
Asset retirement obligations | 0 | 0 | ||||
Other long-term liabilities | 0 | 0 | ||||
Total liabilities | -3 | 0 | ||||
Commitments and contingencies | ||||||
Shareholders’ equity: | ||||||
Common stock | 0 | 0 | ||||
APIC | 0 | 1,588 | ||||
Treasury stock | 0 | |||||
Retained earnings | 0 | -126 | ||||
AOCI | 0 | 0 | ||||
Noncontrolling interest | 0 | |||||
Total CST Brands, Inc. shareholders' equity | 0 | -1,714 | ||||
Total liabilities and shareholders’ equity | ($3) | ($1,714) | ||||
[1] | Deferred taxes and noncontrolling interest for CrossAmerica include $14 million and $551 million, respectively, related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. | |||||
[2] | The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. | |||||
[3] | The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. |
Guarantor_Subsidiaries_Consoli1
Guarantor Subsidiaries - Consolidating Income Statements (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | $3,275 | $3,221 | $3,261 | $3,001 | $3,062 | $3,316 | $3,211 | $3,188 | $12,758 | $12,777 | $13,135 | |
Cost of sales | 11,487 | 11,680 | 12,002 | |||||||||
Gross profit | 406 | 340 | 280 | 245 | 282 | 291 | 288 | 236 | 1,271 | 1,097 | 1,133 | |
Operating expenses: | ||||||||||||
Operating expenses | 685 | 657 | 644 | |||||||||
General and administrative expenses | 140 | 78 | 61 | |||||||||
Depreciation, amortization and accretion expense | 147 | 118 | 115 | |||||||||
Asset impairments | 3 | 6 | 0 | |||||||||
Total operating expenses | 975 | 859 | 820 | |||||||||
Gain on the sale of assets, net | 32 | 0 | 0 | |||||||||
Operating Income (Loss) | 142 | 104 | 57 | 25 | 60 | 69 | 77 | 32 | 328 | 238 | 313 | |
Other income, net | 6 | 4 | 1 | |||||||||
Interest expense | -45 | -27 | -1 | |||||||||
Equity in earnings of subsidiaries | 0 | 0 | ||||||||||
Income (loss) before income tax expense | 289 | 215 | 313 | |||||||||
Income tax expense | 109 | 76 | 105 | |||||||||
Net income (loss) | 94 | 63 | 32 | 11 | 34 | 42 | 40 | 23 | 180 | 139 | 208 | |
Net loss attributable to noncontrolling interest | 20 | 0 | 0 | |||||||||
Net income attributable to CST | 200 | 139 | ||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | -56 | -37 | 10 | |||||||||
Comprehensive income (loss) | 124 | 102 | 218 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | -20 | |||||||||||
Comprehensive income attributable to CST stockholders | 144 | 102 | 218 | |||||||||
CrossAmerica | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | 587 | |||||||||||
Corporate, Non-Segment | Parent Company | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | 0 | 0 | 0 | |||||||||
Cost of sales | 0 | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | |||||||||
Operating expenses: | ||||||||||||
Operating expenses | 0 | 0 | 0 | |||||||||
General and administrative expenses | 14 | 4 | 0 | |||||||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | |||||||||
Asset impairments | 0 | 0 | 0 | |||||||||
Total operating expenses | 14 | 4 | 0 | |||||||||
Gain on the sale of assets, net | 0 | |||||||||||
Operating Income (Loss) | -14 | -4 | 0 | |||||||||
Other income, net | 0 | 1 | 0 | |||||||||
Interest expense | -41 | -27 | 0 | |||||||||
Equity in earnings of subsidiaries | 255 | 126 | ||||||||||
Income (loss) before income tax expense | 200 | 96 | 0 | |||||||||
Income tax expense | 0 | 0 | 0 | |||||||||
Net income (loss) | 200 | 96 | 0 | |||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Net income attributable to CST | 200 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | -56 | -37 | 0 | |||||||||
Comprehensive income (loss) | 144 | 59 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | |||||||||||
Comprehensive income attributable to CST stockholders | 144 | |||||||||||
Reportable Legal Entities | Guarantor Subsidiaries | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | 7,482 | 7,761 | 7,907 | |||||||||
Cost of sales | 6,638 | 7,062 | 7,185 | |||||||||
Gross profit | 844 | 699 | 722 | |||||||||
Operating expenses: | ||||||||||||
Operating expenses | 438 | 414 | 398 | |||||||||
General and administrative expenses | 88 | 57 | 44 | |||||||||
Depreciation, amortization and accretion expense | 90 | 82 | 78 | |||||||||
Asset impairments | 3 | 5 | 0 | |||||||||
Total operating expenses | 619 | 558 | 520 | |||||||||
Gain on the sale of assets, net | 32 | |||||||||||
Operating Income (Loss) | 257 | 141 | 202 | |||||||||
Other income, net | 3 | 0 | 0 | |||||||||
Interest expense | 0 | 0 | -1 | |||||||||
Equity in earnings of subsidiaries | 0 | 0 | ||||||||||
Income (loss) before income tax expense | 260 | 141 | 201 | |||||||||
Income tax expense | 78 | 48 | 74 | |||||||||
Net income (loss) | 182 | 93 | 127 | |||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Net income attributable to CST | 182 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | |||||||||
Comprehensive income (loss) | 182 | 93 | 127 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | |||||||||||
Comprehensive income attributable to CST stockholders | 182 | |||||||||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | 4,702 | 5,016 | 5,228 | |||||||||
Cost of sales | 4,309 | 4,618 | 4,817 | |||||||||
Gross profit | 393 | 398 | 411 | |||||||||
Operating expenses: | ||||||||||||
Operating expenses | 236 | 243 | 246 | |||||||||
General and administrative expenses | 20 | 17 | 17 | |||||||||
Depreciation, amortization and accretion expense | 38 | 36 | 37 | |||||||||
Asset impairments | 0 | 1 | 0 | |||||||||
Total operating expenses | 294 | 297 | 300 | |||||||||
Gain on the sale of assets, net | 0 | |||||||||||
Operating Income (Loss) | 99 | 101 | 111 | |||||||||
Other income, net | 3 | 3 | 1 | |||||||||
Interest expense | -1 | 0 | 0 | |||||||||
Equity in earnings of subsidiaries | 0 | 0 | ||||||||||
Income (loss) before income tax expense | 101 | 104 | 112 | |||||||||
Income tax expense | 28 | 28 | 31 | |||||||||
Net income (loss) | 73 | 76 | 81 | |||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Net income attributable to CST | 73 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 10 | |||||||||
Comprehensive income (loss) | 73 | 76 | 91 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | |||||||||||
Comprehensive income attributable to CST stockholders | 73 | |||||||||||
Reportable Legal Entities | CST Standalone | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | 12,184 | |||||||||||
Cost of sales | 10,947 | |||||||||||
Gross profit | 1,237 | |||||||||||
Operating expenses: | ||||||||||||
Operating expenses | 674 | |||||||||||
General and administrative expenses | 122 | |||||||||||
Depreciation, amortization and accretion expense | 128 | |||||||||||
Asset impairments | 3 | |||||||||||
Total operating expenses | 927 | |||||||||||
Gain on the sale of assets, net | 32 | |||||||||||
Operating Income (Loss) | 342 | |||||||||||
Other income, net | 6 | |||||||||||
Interest expense | -42 | |||||||||||
Equity in earnings of subsidiaries | 0 | |||||||||||
Income (loss) before income tax expense | 306 | |||||||||||
Income tax expense | 106 | |||||||||||
Net income (loss) | 200 | |||||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Net income attributable to CST | 200 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | -56 | |||||||||||
Comprehensive income (loss) | 144 | |||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | |||||||||||
Comprehensive income attributable to CST stockholders | 144 | |||||||||||
Intersegment Eliminations | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | 0 | |||||||||||
Cost of sales | 0 | |||||||||||
Gross profit | 0 | |||||||||||
Operating expenses: | ||||||||||||
Operating expenses | 0 | |||||||||||
General and administrative expenses | 0 | |||||||||||
Asset impairments | 0 | |||||||||||
Total operating expenses | 0 | |||||||||||
Gain on the sale of assets, net | 0 | |||||||||||
Operating Income (Loss) | 0 | |||||||||||
Other income, net | 0 | |||||||||||
Interest expense | 0 | |||||||||||
Equity in earnings of subsidiaries | -255 | |||||||||||
Income (loss) before income tax expense | -255 | |||||||||||
Income tax expense | 0 | |||||||||||
Net income (loss) | -255 | |||||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Net income attributable to CST | -255 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | 0 | |||||||||||
Comprehensive income (loss) | -255 | |||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | |||||||||||
Comprehensive income attributable to CST stockholders | -255 | |||||||||||
Variable Interest Entity, Primary Beneficiary | CrossAmerica | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | 587 | |||||||||||
Cost of sales | 553 | |||||||||||
Gross profit | 34 | |||||||||||
Operating expenses: | ||||||||||||
Operating expenses | 11 | |||||||||||
General and administrative expenses | 18 | |||||||||||
Depreciation, amortization and accretion expense | 19 | [1] | ||||||||||
Asset impairments | 0 | |||||||||||
Total operating expenses | 48 | |||||||||||
Gain on the sale of assets, net | 0 | |||||||||||
Operating Income (Loss) | -14 | |||||||||||
Other income, net | 0 | |||||||||||
Interest expense | -3 | |||||||||||
Equity in earnings of subsidiaries | 0 | |||||||||||
Income (loss) before income tax expense | -17 | |||||||||||
Income tax expense | 3 | |||||||||||
Net income (loss) | -20 | |||||||||||
Net loss attributable to noncontrolling interest | 0 | |||||||||||
Net income attributable to CST | -20 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | 0 | |||||||||||
Comprehensive income (loss) | -20 | |||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | -20 | |||||||||||
Comprehensive income attributable to CST stockholders | 0 | |||||||||||
Consolidation, Eliminations | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Operating revenues | -13 | 0 | 0 | |||||||||
Cost of sales | -13 | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | |||||||||
Operating expenses: | ||||||||||||
Operating expenses | 0 | 0 | 0 | |||||||||
General and administrative expenses | 0 | 0 | 0 | |||||||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | |||||||||
Asset impairments | 0 | 0 | 0 | |||||||||
Total operating expenses | 0 | 0 | 0 | |||||||||
Gain on the sale of assets, net | 0 | |||||||||||
Operating Income (Loss) | 0 | 0 | 0 | |||||||||
Other income, net | 0 | 0 | 0 | |||||||||
Interest expense | 0 | 0 | 0 | |||||||||
Equity in earnings of subsidiaries | 0 | -126 | ||||||||||
Income (loss) before income tax expense | 0 | -126 | 0 | |||||||||
Income tax expense | 0 | 0 | 0 | |||||||||
Net income (loss) | 0 | -126 | 0 | |||||||||
Net loss attributable to noncontrolling interest | 20 | |||||||||||
Net income attributable to CST | 20 | |||||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | |||||||||
Comprehensive income (loss) | 0 | -126 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | |||||||||||
Comprehensive income attributable to CST stockholders | $0 | |||||||||||
[1] | Depreciation, amortization and accretion expense for CrossAmerica includes $7 million of additional depreciation and amortization expense related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3. |
Guarantor_Subsidiaries_Consoli2
Guarantor Subsidiaries - Consolidating Statements of Cash Flows (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net cash provided by operating activities | $355 | $440 | $364 |
Cash flows from investing activities: | |||
Capital expenditures | -285 | -200 | -156 |
Acquisitions | 7 | 61 | |
Proceeds from the sale of assets held for sale | 58 | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 24 | 0 | 0 |
Purchase of CrossAmerica GP and IDRs | -17 | 0 | 0 |
Acquisition | -54 | 0 | 0 |
Proceeds from dispositions of property and equipment | 1 | 2 | |
CrossAmerica cash acquired | 9 | 0 | 0 |
Other investing activities, net | 1 | 0 | 0 |
Net cash used in investing activities | -312 | -206 | -215 |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 55 | 500 | 0 |
Payments of long-term debt | -34 | -12 | 0 |
Purchases of treasury shares | -22 | 0 | 0 |
Debt issuance and credit facility origination costs | -2 | -19 | |
Payments of capital lease obligations | -2 | -1 | -1 |
Dividends paid | -31 | -5 | 0 |
Intercompany funding | 0 | 0 | |
Net transfers to Valero | 0 | -378 | -219 |
Net cash provided by (used in) financing activities | -36 | 85 | -220 |
Effect of foreign exchange rate changes on cash | -17 | -2 | 0 |
Net (decrease) increase in cash | -10 | 317 | -71 |
Cash at beginning of year | 378 | 61 | 132 |
Cash at end of year | 368 | 378 | 61 |
Corporate, Non-Segment | Parent Company | |||
Cash flows from operating activities: | |||
Net cash provided by operating activities | -50 | -21 | 0 |
Cash flows from investing activities: | |||
Capital expenditures | 0 | 0 | 0 |
Acquisitions | 0 | 0 | |
Proceeds from the sale of assets held for sale | 0 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Purchase of CrossAmerica GP and IDRs | 0 | ||
Acquisition | 0 | ||
Proceeds from dispositions of property and equipment | 0 | 0 | |
CrossAmerica cash acquired | 0 | ||
Other investing activities, net | 0 | 0 | 0 |
Net cash used in investing activities | 0 | 0 | 0 |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 500 | |
Payments of long-term debt | -34 | -12 | |
Purchases of treasury shares | -22 | ||
Debt issuance and credit facility origination costs | -2 | -19 | |
Payments of capital lease obligations | 0 | 0 | 0 |
Dividends paid | -19 | -5 | |
Intercompany funding | 127 | 57 | |
Net transfers to Valero | -500 | 0 | |
Net cash provided by (used in) financing activities | 50 | 21 | 0 |
Effect of foreign exchange rate changes on cash | 0 | 0 | 0 |
Net (decrease) increase in cash | 0 | 0 | 0 |
Cash at beginning of year | 0 | 0 | 0 |
Cash at end of year | 0 | 0 | 0 |
Reportable Legal Entities | Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by operating activities | 247 | 311 | 224 |
Cash flows from investing activities: | |||
Capital expenditures | -223 | -153 | -114 |
Acquisitions | 0 | 61 | |
Proceeds from the sale of assets held for sale | 58 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 24 | ||
Purchase of CrossAmerica GP and IDRs | -17 | ||
Acquisition | 0 | ||
Proceeds from dispositions of property and equipment | 0 | 2 | |
CrossAmerica cash acquired | 0 | ||
Other investing activities, net | 3 | 0 | 0 |
Net cash used in investing activities | -203 | -153 | -173 |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | |
Payments of long-term debt | 0 | 0 | |
Purchases of treasury shares | 0 | ||
Debt issuance and credit facility origination costs | 0 | 0 | |
Payments of capital lease obligations | 0 | -1 | -1 |
Dividends paid | 0 | 0 | |
Intercompany funding | -127 | -57 | |
Net transfers to Valero | 87 | -122 | |
Net cash provided by (used in) financing activities | -127 | 29 | -123 |
Effect of foreign exchange rate changes on cash | 0 | 0 | 0 |
Net (decrease) increase in cash | -83 | 187 | -72 |
Cash at beginning of year | 231 | 44 | 116 |
Cash at end of year | 148 | 231 | 44 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash provided by operating activities | 138 | 150 | 140 |
Cash flows from investing activities: | |||
Capital expenditures | -59 | -47 | -42 |
Acquisitions | 7 | 0 | |
Proceeds from the sale of assets held for sale | 0 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Purchase of CrossAmerica GP and IDRs | 0 | ||
Acquisition | 0 | ||
Proceeds from dispositions of property and equipment | 1 | 0 | |
CrossAmerica cash acquired | 0 | ||
Other investing activities, net | -4 | 0 | 0 |
Net cash used in investing activities | -63 | -53 | -42 |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | |
Payments of long-term debt | 0 | 0 | |
Purchases of treasury shares | 0 | ||
Debt issuance and credit facility origination costs | 0 | 0 | |
Payments of capital lease obligations | 0 | 0 | 0 |
Dividends paid | 0 | 0 | |
Intercompany funding | 0 | 0 | |
Net transfers to Valero | 35 | -97 | |
Net cash provided by (used in) financing activities | 0 | 35 | -97 |
Effect of foreign exchange rate changes on cash | -17 | -2 | 0 |
Net (decrease) increase in cash | 58 | 130 | 1 |
Cash at beginning of year | 147 | 17 | 16 |
Cash at end of year | 205 | 147 | 17 |
Reportable Legal Entities | CST Standalone | |||
Cash flows from operating activities: | |||
Net cash provided by operating activities | 335 | ||
Cash flows from investing activities: | |||
Capital expenditures | -282 | ||
Proceeds from the sale of assets held for sale | 58 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 24 | ||
Purchase of CrossAmerica GP and IDRs | -17 | ||
Acquisition | 0 | ||
CrossAmerica cash acquired | 0 | ||
Other investing activities, net | -1 | ||
Net cash used in investing activities | -266 | ||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | ||
Payments of long-term debt | -34 | ||
Purchases of treasury shares | -22 | ||
Debt issuance and credit facility origination costs | -2 | ||
Payments of capital lease obligations | 0 | ||
Dividends paid | -19 | ||
Intercompany funding | 0 | ||
Net cash provided by (used in) financing activities | -77 | ||
Effect of foreign exchange rate changes on cash | -17 | ||
Net (decrease) increase in cash | -25 | ||
Cash at beginning of year | 378 | ||
Cash at end of year | 353 | ||
Intersegment Eliminations | |||
Cash flows from operating activities: | |||
Net cash provided by operating activities | 0 | ||
Cash flows from investing activities: | |||
Capital expenditures | 0 | ||
Proceeds from the sale of assets held for sale | 0 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Purchase of CrossAmerica GP and IDRs | 0 | ||
Acquisition | 0 | ||
CrossAmerica cash acquired | 0 | ||
Other investing activities, net | 0 | ||
Net cash used in investing activities | 0 | ||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | ||
Payments of long-term debt | 0 | ||
Purchases of treasury shares | 0 | ||
Debt issuance and credit facility origination costs | 0 | ||
Payments of capital lease obligations | 0 | ||
Dividends paid | 0 | ||
Intercompany funding | 0 | ||
Net cash provided by (used in) financing activities | 0 | ||
Effect of foreign exchange rate changes on cash | 0 | ||
Net (decrease) increase in cash | 0 | ||
Cash at beginning of year | 0 | ||
Cash at end of year | 0 | ||
Consolidation, Eliminations | |||
Cash flows from operating activities: | |||
Net cash provided by operating activities | 0 | 0 | |
Cash flows from investing activities: | |||
Capital expenditures | 0 | 0 | |
Acquisitions | 0 | ||
Proceeds from the sale of assets held for sale | 0 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Purchase of CrossAmerica GP and IDRs | 0 | ||
Acquisition | 0 | ||
Proceeds from dispositions of property and equipment | 0 | ||
CrossAmerica cash acquired | 0 | ||
Other investing activities, net | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 0 | |
Payments of long-term debt | 0 | 0 | |
Purchases of treasury shares | 0 | ||
Debt issuance and credit facility origination costs | 0 | 0 | |
Payments of capital lease obligations | 0 | 0 | |
Dividends paid | 0 | 0 | |
Intercompany funding | 0 | 0 | |
Net transfers to Valero | 0 | ||
Net cash provided by (used in) financing activities | 0 | 0 | |
Effect of foreign exchange rate changes on cash | 0 | 0 | |
Net (decrease) increase in cash | 0 | 0 | |
Cash at beginning of year | 0 | 0 | |
Cash at end of year | 0 | 0 | |
CrossAmerica | Variable Interest Entity, Primary Beneficiary | |||
Cash flows from operating activities: | |||
Net cash provided by operating activities | 20 | ||
Cash flows from investing activities: | |||
Capital expenditures | -3 | ||
Proceeds from the sale of assets held for sale | 0 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Purchase of CrossAmerica GP and IDRs | 0 | ||
Acquisition | -54 | ||
CrossAmerica cash acquired | 9 | ||
Other investing activities, net | 2 | ||
Net cash used in investing activities | -46 | ||
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 55 | ||
Payments of long-term debt | 0 | ||
Purchases of treasury shares | 0 | ||
Debt issuance and credit facility origination costs | 0 | ||
Payments of capital lease obligations | -2 | ||
Dividends paid | -12 | ||
Intercompany funding | 0 | ||
Net cash provided by (used in) financing activities | 41 | ||
Effect of foreign exchange rate changes on cash | 0 | ||
Net (decrease) increase in cash | 15 | ||
Cash at beginning of year | 0 | ||
Cash at end of year | $15 |
Uncategorized_Items
Uncategorized Items | |
[us-gaap_MinorityInterest] | 0 |