DEI Information Document
DEI Information Document - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CST Brands, Inc. | |
Entity Central Index Key | 1,562,039 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 75,691,878 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash (CrossAmerica: $3 and $1, respectively) | $ 192 | $ 314 |
Restricted cash | 25 | 0 |
Accounts Receivables, net of allowances of $1 and $1, at September 30, 2016 and December 31, 2015, respectively (CrossAmerica: $32 and $18, respectively) | 165 | 135 |
Inventories (CrossAmerica: $13 and $16, respectively) | 240 | 224 |
Prepaid Taxes (CrossAmerica: $1 and $1, respectively) | 1 | 27 |
Prepaid expenses and other (CrossAmerica: $10 and $10, respectively) | 26 | 20 |
Total current assets | 649 | 720 |
Property and equipment, at cost (CrossAmerica: $815 and $738, respectively) | 3,467 | 3,010 |
Accumulated depreciation (CrossAmerica: $84 and $47, respectively) | (885) | (786) |
Property and equipment, net (CrossAmerica: $731 and $691, respectively) | 2,582 | 2,224 |
Intangible assets, net (CrossAmerica: $329 and $340, respectively) | 368 | 359 |
Goodwill (CrossAmerica: $391 and $383, respectively) | 622 | 420 |
Deferred income taxes | 63 | 63 |
Other assets, net (CrossAmerica: $19 and $11, respectively) | 57 | 54 |
Total assets | 4,341 | 3,840 |
Current liabilities: | ||
Current portion of debt and capital lease obligations (CrossAmerica: $3 and $9, respectively) | 109 | 139 |
Accounts payable (CrossAmerica: $35 and $32, respectively) | 213 | 186 |
Accounts payable to Valero | 172 | 152 |
Accrued expenses (CrossAmerica: $15 and $16, respectively) | 82 | 71 |
Taxes other than income taxes (CrossAmerica: $11 and $10, respectively) | 61 | 42 |
Income taxes payable (CrossAmerica: $0 and $1, respectively) | 93 | 26 |
Dividends payable | 0 | 5 |
Total current liabilities | 730 | 621 |
Debt and capital lease obligations, less current portion (CrossAmerica: $506 and $431, respectively) | 1,356 | 1,317 |
Deferred income taxes (CrossAmerica: $53 and $54, respectively) | 252 | 186 |
Asset retirement obligations (CrossAmerica: $27 and $23, respectively) | 128 | 113 |
Other long-term liabilities (CrossAmerica: $49 and $19, respectively) | 89 | 58 |
Total liabilities | 2,555 | 2,295 |
Commitments and contingencies (Note 9) | ||
CST Brands, Inc. stockholders’ equity: | ||
Common stock, 250,000,000 shares authorized at $0.01 par value; 77,849,780 and 77,749,964 shares issued as of September 30, 2016 and December 31, 2015, respectively | 1 | 1 |
Additional paid-in capital (APIC) | 621 | 627 |
Treasury stock, at cost: 2,159,699 and 2,134,198 common shares as of September 30, 2016 and December 31, 2015, respectively | (88) | (87) |
Retained earnings | 696 | 399 |
Accumulated other comprehensive income (loss) (AOCI) | (18) | (30) |
Total CST Brands, Inc. stockholders’ equity | 1,212 | 910 |
Noncontrolling interest | 574 | 635 |
Total stockholders' equity | 1,786 | 1,545 |
Total liabilities and stockholders’ equity | $ 4,341 | $ 3,840 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
AR Allowance | $ 1 | $ 1 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares issued | 77,849,780 | 77,749,964 |
Treasury shares | 2,159,699 | 2,134,198 |
Consolidated Balance Sheet (Cro
Consolidated Balance Sheet (CrossAmerica Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash | $ 192 | $ 314 | $ 444 | $ 368 |
Receivables, net | 165 | 135 | ||
Inventories | 240 | 224 | ||
Prepaid Taxes | 1 | 27 | ||
Prepaid expenses and other | 26 | 20 | ||
Total current assets | 649 | 720 | ||
Accumulated depreciation | (885) | (786) | ||
Property and equipment, net | 2,582 | 2,224 | ||
Intangible assets, net | 368 | 359 | ||
Goodwill | 622 | 420 | ||
Other assets, net | 57 | 54 | ||
Total assets | 4,341 | 3,840 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 109 | 139 | ||
Accounts payable | 213 | 186 | ||
Accrued expenses | 82 | 71 | ||
Taxes other than income taxes | 61 | 42 | ||
Income taxes payable | 93 | 26 | ||
Total current liabilities | 730 | 621 | ||
Debt and capital lease obligations, less current portion | 1,356 | 1,317 | ||
Deferred income taxes | 252 | 186 | ||
Asset retirement obligations | 128 | 113 | ||
Other long-term liabilities | 89 | 58 | ||
Total liabilities | 2,555 | 2,295 | ||
Commitments and contingencies | ||||
Partners' Capital | 0 | 0 | ||
Total liabilities and stockholders’ equity | 4,341 | 3,840 | ||
CrossAmerica | ||||
Current assets: | ||||
Cash | 3 | 1 | ||
Receivables, net | 32 | 18 | ||
Inventories | 13 | 16 | ||
Prepaid Taxes | 1 | 1 | ||
Prepaid expenses and other | 10 | 10 | ||
Assets held-for-sale, net | 0 | 0 | ||
Total current assets | 59 | 46 | ||
Accumulated depreciation | (84) | (47) | ||
Property and equipment, net | 731 | 691 | ||
Intangible assets, net | 329 | 340 | ||
Goodwill | 391 | 383 | ||
Other assets, net | 19 | 11 | ||
Total assets | 1,529 | 1,471 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 3 | 9 | ||
Accounts payable | 40 | 28 | ||
Accrued expenses | 15 | 16 | ||
Taxes other than income taxes | 11 | 10 | ||
Income taxes payable | 0 | 1 | ||
Deferred income taxes | 0 | 0 | ||
Total current liabilities | 69 | 64 | ||
Debt and capital lease obligations, less current portion | 506 | 431 | ||
Deferred income taxes | 53 | 54 | ||
Asset retirement obligations | 27 | 23 | ||
Other long-term liabilities | 49 | 19 | ||
Total liabilities | 704 | 591 | ||
Commitments and contingencies | ||||
Partners' Capital | 825 | 880 | ||
Total liabilities and stockholders’ equity | $ 1,529 | $ 1,471 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 2,908 | $ 3,092 | $ 8,256 | $ 8,914 |
Cost of sales(b) | 2,518 | 2,663 | 7,159 | 7,860 |
Gross profit | 390 | 429 | 1,097 | 1,054 |
Operating expenses: | ||||
Operating expenses | 214 | 191 | 633 | 567 |
General and administrative expenses | 41 | 41 | 124 | 128 |
Depreciation, amortization and accretion expense | 65 | 51 | 192 | 156 |
Total operating expenses | 320 | 283 | 949 | 851 |
Gain on the sale of assets, net | 350 | 2 | 351 | 9 |
Operating Income | 420 | 148 | 499 | 212 |
Other income (expense), net | (1) | 2 | 13 | 6 |
Interest expense | (16) | (15) | (50) | (44) |
Income before income tax expense | 403 | 135 | 462 | 174 |
Income tax expense | 147 | 45 | 170 | 59 |
Consolidated net income | 256 | 90 | 292 | 115 |
Net (income) loss attributable to noncontrolling interest | 4 | (5) | 14 | 9 |
Net income attributable to CST stockholders | $ 260 | $ 85 | $ 306 | $ 124 |
Earnings per common share | ||||
Basic earnings per common share | $ 3.42 | $ 1.12 | $ 4.03 | $ 1.61 |
Weighted-average common shares outstanding (in thousands) | 75,684 | 75,565 | 75,603 | 76,384 |
Earnings per common share – assuming dilution | ||||
Diluted earnings per common share | $ 3.41 | $ 1.12 | $ 4.02 | $ 1.61 |
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,221 | 75,903 | 76,053 | 76,724 |
Dividends per common share | $ 0 | $ 0.0625 | $ 0.1250 | $ 0.1875 |
Supplemental information: | ||||
(a) Includes excise taxes of: | $ 608 | $ 501 | $ 1,756 | $ 1,474 |
(a) Includes revenues from fuel sales to related parties of: | 69 | 90 | 193 | 258 |
(a) Includes income from rentals of: | 16 | 14 | 47 | 41 |
(b) Includes expenses from fuel sales to related parties of: | 67 | 87 | 187 | 251 |
(b) Includes expenses from rentals of: | $ 5 | $ 4 | $ 15 | $ 12 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income | $ 256 | $ 90 | $ 292 | $ 115 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (5) | (38) | 12 | (81) |
Other comprehensive income (loss) before income taxes | (5) | (38) | 12 | (81) |
Income taxes related to items of other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (5) | (38) | 12 | (81) |
Comprehensive income | 251 | 52 | 304 | 34 |
Income (loss) attributable to noncontrolling interests | (4) | 5 | (14) | (9) |
Comprehensive income attributable to CST stockholders | $ 255 | $ 47 | $ 318 | $ 43 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Consolidated net income | $ 292 | $ 115 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation expense | 13 | 14 |
Depreciation, amortization and accretion expense | 192 | 156 |
Gain on the sale of assets, net | (351) | (9) |
Deferred income tax (benefit) expense | 55 | (36) |
Changes in working capital, net of acquisitions | 110 | 95 |
Other Operating Activities | 0 | 5 |
Net cash provided by operating activities | 311 | 340 |
Cash flows from investing activities: | ||
Capital expenditures | (251) | (210) |
Proceeds from sale of California and Wyoming stores | 408 | 0 |
Proceeds from California and Wyoming sale restricted for use | (25) | 0 |
Proceeds from the sale of assets | 2 | 24 |
CST acquisitions, net of cash acquired | (438) | (22) |
CrossAmerica acquisitions, net of cash acquired | (94) | (168) |
Other investing activities, net | 0 | 7 |
Net cash used in investing activities | (398) | (369) |
Cash flows from financing activities: | ||
Borrowings under the CST revolving credit facility | 402 | 0 |
Payments on the CST revolving credit facility | (412) | 0 |
Payments on the CST term loan facility | (50) | (34) |
CST debt issuance cost | (1) | 0 |
Borrowings under the CrossAmerica revolving credit facility | 178 | 335 |
Payments on the CrossAmerica revolving credit facility | (82) | (185) |
Proceeds from issuance of CrossAmerica common units, net | 0 | 145 |
CST repurchases of common shares | 0 | (65) |
CST purchases of CrossAmerica common units | 0 | (4) |
CrossAmerica repurchases of common units | (3) | 0 |
Payments of capital lease obligations | (3) | (3) |
CST dividends paid | (15) | (15) |
CrossAmerica distributions paid | (48) | (41) |
Receivables repaid by CrossAmerica related parties | 0 | 2 |
Net cash provided by (used in) financing activities | (34) | 135 |
Effect of foreign exchange rate changes on cash | (1) | (30) |
Net increase (decrease) in cash | (122) | 76 |
Cash at beginning of period | 314 | 368 |
Cash at end of period | $ 192 | $ 444 |
Definition of Terms, Descriptio
Definition of Terms, Description of Business and Other Disclosures (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Description of the Business [Abstract] | |
Description of Business, Concentration Risk and Other Disclosures | DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES Our Merger Agreement On August 21, 2016, our Board of Directors unanimously approved, and we entered into, the Merger Agreement, under which, subject to the terms and conditions thereof, a U.S. subsidiary of Couche-Tard will acquire all of the shares of CST for $48.53 per share in cash, representing a total enterprise value of approximately $4.4 billion , including the assumption of net debt. The transaction is currently expected to close early calendar year 2017, subject to the approval of CST’s stockholders and regulatory approvals in the United States and Canada. On September 16, 2016, each of CST and Couche-Tard filed a premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) in connection with the Merger. Couche-Tard voluntarily withdrew its premerger notification and report form under the HSR Act on October 14, 2016, and re-filed its premerger notification and report form on October 17, 2016. As a result, the applicable waiting period under the HSR Act will expire on November 16, 2016 at 11:59 p.m. Eastern Time, unless otherwise earlier terminated or extended by the FTC and the Antitrust Division. As previously announced, we have scheduled a special meeting of its stockholders for November 16, 2016 to consider and vote on the transaction. ISS and Glass Lewis, two prominent proxy advisory firms, have recently issued their recommendations for a vote in favor of approving the Merger Agreement. See our Current Reports on Form 8-K filed with the SEC on August 23, 2016 and October 18, 2016, and our Definitive Proxy Statement filed with the SEC on October 11, 2016 for additional information. Description of Business and Current Developments CST is a holding company and conducts substantially all of its operations through its subsidiaries. CST was incorporated in Delaware in 2012, formed solely in contemplation of the spin-off and, prior to May 1, 2013, had not commenced operations and had no material assets, liabilities or commitments. CST owns 100% of the equity interests of the sole member of the General Partner, 100% of the IDRs and 19.6% (as of September 30, 2016 ) of the outstanding limited partner units of CrossAmerica. CrossAmerica is a separate publicly traded Delaware master limited partnership. CST controls the General Partner and has the right to appoint all members of the board of directors of the General Partner. The General Partner is managed and operated by the executive officers of the General Partner, under the oversight of the board of directors of the General Partner. Therefore, we control the operations and activities of CrossAmerica even though we do not have a majority ownership of CrossAmerica’s outstanding limited partner units. As a result, under the guidance in ASC 810– Consolidation , CrossAmerica is a consolidated variable interest entity. On a consolidated basis, we have three operating segments, U.S. Retail, Canadian Retail and CrossAmerica. The U.S. Retail, Canadian Retail and CrossAmerica segments are each managed as individual strategic business units. Each segment experiences different operating income margins due to certain unique operating characteristics, geographic supply and demand attributes, specific country and local regulatory environments, and is exposed to variability in gross profit from the volatility of crude oil prices. Our Canadian Retail segment also experiences variability from the volatility of foreign currency exchange rates. Our U.S. Retail segment operations are substantially a company-owned and operated convenience store business. We generate profit on motor fuel sales, prepared foods and convenience merchandise and services (car wash, lottery, money orders, air/water/vacuum services, video and game rentals, and access to ATMs). Our retail sites are operated by company employees. Our Canadian Retail segment includes company-owned and operated convenience stores, commission agents, independent dealers, cardlocks and business and home energy operations. We generate profit on motor fuel sales, and, at our company-owned and operated convenience stores, profit is also generated on prepared foods and convenience merchandise and services (similar to our U.S. Retail segment). CrossAmerica is engaged in the wholesale distribution of motor fuels, the operation of convenience stores 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. Interim Financial Information These unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated and combined financial statements and notes thereto included in our Form 10-K. Financial information as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2015, has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes and operating income have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. Our effective income tax rates for the three and nine months ended September 30, 2016 were 36% and 37% , respectively, compared with 33% and 34% for the corresponding periods of 2015. CST’s effective tax rate differs from the federal statutory rate of 35% for 2016 primarily as a result of our consolidation of CrossAmerica, which had a loss that was not fully tax deductible. As a limited partnership, CrossAmerica is not subject to Federal and State income tax with the exception of its operations in its corporate subsidiaries. CST’s effective tax rate, excluding CrossAmerica, was 36% for the three and nine months ended September 30, 2016 . CST’s effective tax rate differs from the federal statutory rate of 35% primarily due to state income taxes. Reclassifications Certain reclassifications were made to prior year amounts to conform to the current year presentation. Such reclassifications had no effect on net income or total equity. 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. Significant Accounting Policies There have been no material changes to our significant accounting policies. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09— Revenue from Contracts with Customers (Topic 606) , which results in comprehensive new revenue accounting guidance, requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized, and develops a common revenue standard under U.S. GAAP and International Financial Reporting Standards. Specifically, the core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. With the issuance of ASU 2015-14, which deferred the effective date by one year, this guidance is effective January 1, 2018. Early adoption is permitted, but no earlier than January 1, 2017. The guidance can be applied either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as of the date of adoption. Management does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02— Leases (Topic 842). This standard modifies existing guidance for reporting organizations that enter into leases to increase transparency by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. Management is currently evaluating the impact of this new guidance in addition to the timing of adoption. In March 2016, the FASB issued ASU 2016-09— Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard is issued as part of a simplification initiative involving several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2016. The approach to adoption is dependent upon which amendments are applicable. Early adoption is permitted. Management is currently evaluating the impact of this new guidance in addition to the timing of adoption. In August 2016, the FASB issued ASU 2016-15— Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This standard provides additional guidance on the classification of eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, and requires a modified retrospective approach to adoption. Management is currently evaluating the impact of this new guidance in addition to the timing of adoption. Certain other new financial accounting pronouncements have become effective for our financial statements but the adoption of these pronouncements will not affect our financial position or results of operations, nor will they require any additional disclosures. Concentration Risk Valero supplied over 90% of the motor fuel purchased by our U.S. Retail and Canadian Retail segments for resale during all periods presented. Our retail segments purchased motor fuel from Valero totaling $1.5 billion and $1.7 billion for the three months ended September 30, 2016 and 2015 , respectively, and $4.2 billion and $5.0 billion for the nine months ended September 30, 2016 and 2015 , respectively. CrossAmerica also supplies motor fuel to 43 of our convenience stores in the U.S. Retail segment. For more information regarding transactions with CrossAmerica, see Note 8 . No customers are individually material to our U.S. Retail and Canadian Retail segment operations. For the three and nine months ended September 30, 2016 , CrossAmerica distributed approximately 16% and 17% , respectively, of its total wholesale distribution volumes to DMS and DMS accounted for approximately 25% and 27% , respectively, of CrossAmerica’s rental income, respectively. For more information regarding transactions with DMS, see Note 8 . For the three months ended September 30, 2016 , CrossAmerica received 10% of its rental income from a third party dealer that operates certain of the sites acquired through the PMI and One Stop acquisitions. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures Disclosure | ACQUISITIONS AND DIVESTITURES CST Acquisition of Flash Foods On February 1, 2016, we closed on the acquisition of Flash Foods for approximately $425 million plus working capital, assets under construction and other closing adjustments. Flash Foods operates 165 Flash Foods-branded convenience stores located in Georgia and Florida (which sell Flash Foods-branded fuel), 21 branded quick service restaurants, a land bank of 15 real estate sites to build NTIs, on which we have completed the construction of 2 NTIs, a merchandise distribution company with a 90,000 square foot distribution center that it operates in Georgia and a fuel supply company with access to the Colonial and Plantation pipelines, leased storage and a company-owned transportation fleet. The preliminary fair value of the assets acquired and liabilities assumed on the date of acquisition were as follows (in millions): Current assets (excluding inventories) $ 13 Inventories 24 Property and equipment 225 Intangibles 26 Goodwill 194 Current liabilities (31 ) Asset retirement obligations (13 ) Total consideration, net of cash acquired 438 Net working capital (7 ) Assets under construction (6 ) Purchase price, net $ 425 Operating revenues since the date of acquisition were $232 million and $599 million for the three and nine months ended September 30, 2016 . During the second quarter of 2016, the Company updated its appraisal of the acquired assets to include certain trademarks and tradenames, as well as to adjust the value of certain property and equipment based on additional information received. The result of these adjustments was to increase property and equipment by $16 million , recognize intangible assets of $26 million , and reduce goodwill by $42 million . These adjustments resulted in a charge to depreciation and amortization expense of $3 million recorded during the second quarter of 2016. Additional immaterial adjustments were made during the third quarter of 2016 upon further management review of the valuation. The fair value of property and equipment, which consisted of land, buildings and equipment, was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of up to 30 years for the buildings and 1 to 20 years for equipment. The intangibles, which consist of trademarks and tradenames, had a fair value of $22 million and was based on an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the trademarks and tradenames. The remaining $4 million of acquired intangibles consist of fuel supply agreements and pipeline shipping rights. The trademarks, tradenames and other intangible assets are being amortized on a straight-line basis over an estimated useful life of approximately 10 years . Goodwill recorded is primarily attributable to expected synergies of the combined operations as well as an assembled workforce not eligible for recognition as an intangible asset. All of the goodwill is deductible for tax purposes and was assigned to our U.S. Retail segment. Management is reviewing the valuation and confirming the result to determine the final purchase price allocation. CrossAmerica Acquisition of State Oil Assets On September 27, 2016, CrossAmerica closed on the acquisition of 57 controlled sites ( 56 fee sites and 1 leased site) and certain other assets of State Oil Company being operated as 55 lessee dealer accounts and 2 non-fuel tenant locations, as well as 25 independent dealer accounts located in the greater Chicago market for approximately $42 million , including working capital. The preliminary fair value of the assets acquired and liabilities assumed on the date of acquisition were as follows (in millions): Current assets (excluding inventories) $ 1 Property and equipment 35 Intangibles 7 Other noncurrent assets 3 Current liabilities (1 ) Asset retirement obligations (2 ) Other long-term liabilities (1 ) Total consideration, net of cash acquired $ 42 The $3 million fair value of the notes receivable, which is included within current and other noncurrent assets, was based on an income approach using relevant market participant assumptions. The fair value of property and equipment, which consisted of land, buildings and equipment, was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and 5 to 10 years for equipment. The $5 million fair value of the wholesale fuel distribution rights included in intangibles was based on an income approach and management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years . The $2 million fair value of the wholesale fuel supply agreements was based on an income approach, and management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel supply agreements are being amortized over an estimated useful life of approximately 10 years . Management is reviewing the valuation and confirming the result to determine the final purchase price allocation. CrossAmerica Acquisition of Franchised Holiday Stores On March 29, 2016, CrossAmerica closed on the acquisition of 31 Franchised Holiday Stores and three company-operated liquor stores from S/S/G Corporation for approximately $52 million , including working capital. Of the 34 company-operated stores, 31 are located in Wisconsin and three are located in Minnesota. The preliminary fair value of the assets acquired and liabilities assumed on the date of acquisition were as follows (in millions): Inventories $ 4 Property and equipment 32 Intangibles 8 Goodwill 9 Asset retirement obligation (1 ) Total consideration, net of cash acquired $ 52 Operating revenues since the date of acquisition were $29 million and $58 million for the three and nine months ended September 30, 2016 , respectively. The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort. The fair value of property and equipment, which consisted of land, buildings and equipment, was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and 5 to 10 years for equipment. The fair value of intangible assets, which consisted primarily of $7 million of wholesale fuel distribution rights, was based on an income approach and management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years . Goodwill recorded was primarily attributable to the end-customer relationships not eligible for recognition as an intangible asset. Goodwill deductible for tax purposes amounted to $29 million . Management is reviewing the valuation and confirming the result to determine the final purchase price allocation. The goodwill recorded was assigned to our CrossAmerica segment. Finalization of Purchase Accounting associated with the CrossAmerica Acquisition of Erickson In the first quarter of 2016, CrossAmerica recorded a $1 million receivable related to a working capital settlement as agreed to with the sellers, reducing net consideration and goodwill. No other adjustments were recorded in 2016 and CrossAmerica has finalized the purchase accounting for this acquisition. Sale of Wholesale Fuel Supply Contracts to CrossAmerica In February 2016, CST sold 21 independent dealer contracts and 11 subwholesaler contracts to CrossAmerica for $3 million . CST Sale of California and Wyoming Assets In July 2016, CST consummated the sale of all 79 stores in the California and Wyoming markets to 7-Eleven, Inc. and its wholly-owned subsidiary, SEI Fuel Services, Inc. (“Purchasers”) and recognized a gain of $347 million , or $220 million net of tax, which is included in our U.S. Retail segment. The closing purchase price for the transaction was $408 million plus adjustments for inventory and working capital. With the closing of this transaction, CST realized a deferred tax benefit from the completion of a like-kind exchange strategy with its acquisition of the Flash Foods properties in Georgia and Florida that closed on February 1, 2016. The sale resulted in income tax expense of $127 million , with $88 million recognized in current taxes payable and $39 million recognized in deferred income taxes. The divestiture will result in a permanent reduction to our minimum volume commitments contained in the Valero Fuel Supply Agreements . The Company used $297 million of the cash proceeds from the sale to repay borrowings under CST’s revolving credit facility. Additionally, in accordance with the asset purchase agreement, we were required to make deposits into an escrow account to secure certain of our obligations and indemnify the Purchasers against any preexisting environmental liabilities arising from the divested stations, which we classified as restricted cash on our consolidated balance sheet. The balance in this account at September 30, 2016 was $25 million . See Note 8 for information on the payment to CrossAmerica related to its interest in CST Fuel Supply. We determined that these properties did not meet the criteria under ASC 205-20— Discontinued Operations to be classified as discontinued operations because the disposal did not represent a strategic shift that will have a major effect on our operations and financial results or a significant component. Therefore, we have not separately presented the results of operations of these properties in our consolidated financial statements. Pro Forma Results CST’s pro forma results, giving effect to the 2016 and 2015 acquisitions and assuming an acquisition date of January 1, 2015 for each acquisition, would have been (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total revenues $ 2,943 $ 3,401 $ 8,447 $ 9,959 Net income attributable to CST stockholders $ 260 $ 90 $ 306 $ 139 Net income per share - diluted $ 3.40 $ 1.18 $ 4.02 $ 1.80 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories Disclosure | INVENTORIES Inventories consisted of the following (in millions): September 30, December 31, 2016 2015 Convenience store merchandise $ 159 $ 139 Motor fuel 79 83 Supplies 2 2 Inventories $ 240 $ 224 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 September 30, 2016 , the replacement cost (market value) of our U.S. motor fuel inventories exceeded their LIFO carrying amounts by approximately $4 million . As of December 31, 2015 , the replacement cost (market value) of our U.S. motor fuel inventories equaled their LIFO carrying amount. We account for our motor fuel inventory in our Canadian Retail and CrossAmerica segments under the weighted-average cost method. |
Property and Equipment (Notes)
Property and Equipment (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in millions): September 30, December 31, 2016 2015 Land $ 806 $ 710 Buildings 889 759 Equipment 969 876 Land improvements and leasehold improvements 375 323 Other (a) 225 197 Asset retirement obligations 89 78 Construction in progress 114 67 Property and equipment, at cost 3,467 3,010 Accumulated depreciation (885 ) (786 ) Property and equipment, net $ 2,582 $ 2,224 (a) Other property and equipment noted in the table above consists primarily of signage and other imaging assets and computer hardware and software. |
Goodwill (Notes)
Goodwill (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Goodwill Disclosure | GOODWILL Changes in goodwill during the nine months ended September 30, 2016 consisted of the following (in millions): U.S. Retail Segment Canadian Retail Segment CrossAmerica Consolidated Balance at December 31, 2015 $ 35 $ 2 $ 383 $ 420 Acquisitions 194 — 8 202 Balance at September 30, 2016 $ 229 $ 2 $ 391 $ 622 See Note 2 for additional information on the changes to goodwill. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets [Abstract] | |
Intangible Assets Disclosure | INTANGIBLE ASSETS Intangible assets consisted of the following (in millions): September 30, 2016 December 31, 2015 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount US Retail Segment: Flash Foods trademarks/tradenames $ 22 $ (1 ) $ 21 $ — $ — $ — Other (a) 12 (2 ) 10 8 (1 ) 7 US total 34 (3 ) 31 8 (1 ) 7 Canadian Retail Segment: Customer lists (b) 96 (88 ) 8 92 (80 ) 12 Total CST 130 (91 ) 39 100 (81 ) 19 CrossAmerica: Wholesale fuel supply contracts/rights 401 (79 ) 322 388 (56 ) 332 Below market leases 12 (7 ) 5 11 (5 ) 6 Other 5 (3 ) 2 6 (4 ) 2 Total CrossAmerica 418 (89 ) 329 405 (65 ) 340 CST consolidated total $ 548 $ (180 ) $ 368 $ 505 $ (146 ) $ 359 (a) Other consists of fuel supply agreements, franchise agreements, pipeline shipping rights, licenses and permits. (b) Our customer lists in our Canadian Retail segment are amortized on a straight-line basis over their remaining life. 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT Our balances for long-term debt and capital leases are as follows (in millions): September 30, December 31, 2016 2015 CST debt and capital leases: (a) $500 million revolving credit facility $ 50 $ 60 Term loan due 2019 356 406 5.00% senior notes due 2023 550 550 Total CST outstanding debt 956 1,016 Deferred financing fees (12 ) (14 ) Capital leases 12 14 Total CST debt and capital leases $ 956 $ 1,016 CrossAmerica debt and capital leases: (b) $550 million revolving credit facility $ 455 $ 358 Other debt 1 27 Total CrossAmerica outstanding debt 456 385 Deferred financing fees (5 ) (4 ) Capital leases 58 59 Total CrossAmerica debt and capital leases $ 509 $ 440 Total consolidated debt and capital lease obligations outstanding $ 1,465 $ 1,456 Less current portion–CST 106 130 Less current portion–CrossAmerica 3 9 Consolidated debt and capital lease obligations, less current portion $ 1,356 $ 1,317 (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. Financial Covenants and Interest Rate On January 29, 2016, CST amended its Credit Facility to increase borrowing capacity from $300 million to $500 million and immediately drew $307 million under the amended Credit Facility to fund a portion of the Flash Foods acquisition and pay fees of $1 million associated with the amendment. The amended CST Credit Facility contains financial covenants (as defined in the credit agreement) consisting of (a) a maximum total lease adjusted leverage ratio set at 3.50 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 September 30, 2016 , CST was in compliance with these covenants. The CrossAmerica revolving credit facility requires CrossAmerica to maintain a total leverage ratio (as defined in the Credit Agreement) for the most recently completed four fiscal quarters of less than or equal to 5.00 to 1.00 and a consolidated interest coverage ratio (as defined in the Credit Agreement) of greater than or equal to 2.75 to 1.00. The total leverage ratio covenant is 5.00 to 1.00 for the two quarters following a material acquisition (as defined in the credit facility). As such, the total leverage ratio steps down to 4.50 to 1.00 on December 31, 2016 assuming there are no material acquisitions for the remainder of 2016. As of September 30, 2016 , CrossAmerica was in compliance with these covenants. Outstanding borrowings currently under the amended CST Credit Facility bear a weighted average interest rate of 2.28% as of September 30, 2016 . Outstanding borrowings under CrossAmerica’s revolving credit facility bear a weighted average interest rate of 3.52% as of September 30, 2016 . As of September 30, 2016 , approximately $444 million was available for future borrowings under the amended CST Credit Facility. As of September 30, 2016 , approximately $57 million was available for future borrowings under CrossAmerica’s revolving credit facility. CrossAmerica’s Renegotiation of Rocky Top Purchase Obligation In connection with CrossAmerica’s Rocky Top acquisition in 2013, CrossAmerica entered into a deferred seller financing arrangement, which obligated CrossAmerica to purchase certain sites for an average $5 million per year beginning in 2016. In June 2016, CrossAmerica renegotiated the terms with the sellers, eliminating the deferred seller financing obligation and agreeing to terms of a new lease of the assets. However, because of the continuing involvement CrossAmerica has with the sites through the lease and sublease of the properties, CrossAmerica recorded the liability on its balance sheet at fair value on the date of the reclassification, which approximated its carrying value. During the second quarter of 2016, CrossAmerica reclassified the liability from debt and capital lease obligations to accrued expenses and other current liabilities and other noncurrent liabilities on the consolidated balance sheet. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Disclosure | RELATED-PARTY TRANSACTIONS We consider transactions with CrossAmerica to be with a related party and account for these transactions as entities under common control, all of which are eliminated upon consolidation. Rent and Purchased Motor Fuel CrossAmerica leases certain retail sites and sells motor fuel to the U.S. Retail segment operating the leased sites under a master fuel distribution agreement and a master lease agreement, each having initial 10 -year terms. The fuel distribution agreement provides CrossAmerica with a fixed wholesale mark-up per gallon. The lease agreement is a triple net lease with an annual lease rate of 7.5% of the fair value of the leased property at inception. The U.S. Retail segment purchased motor fuel from CrossAmerica of approximately 21 million gallons during the three months ended September 30, 2016 and 2015 and approximately 60 million and 58 million gallons during the nine months ended September 30, 2016 and 2015 , respectively. We incurred rent expense on retail sites leased from CrossAmerica of $4 million during the three months ended September 30, 2016 and 2015 and $13 million and $6 million during the nine months ended September 30, 2016 and 2015 , respectively. Amounts payable to CrossAmerica totaled $3 million and $2 million at September 30, 2016 and December 31, 2015 , respectively, related to these transactions. CST Fuel Supply CST Fuel Supply provides wholesale motor fuel distribution to the majority of CST’s U.S. Retail convenience stores on a fixed markup per gallon. CrossAmerica currently owns a 17.5% equity interest in CST Fuel Supply. CST records the monthly distributions to CrossAmerica in cost of sales, which is eliminated upon consolidation of CrossAmerica. CST distributed $4 million and $12 million in cash to CrossAmerica during the three and nine months ended September 30, 2016 , respectively, related to CrossAmerica’s equity ownership interests in CST Fuel Supply. CST distributed $4 million and $6 million in cash to CrossAmerica during the three and nine months ended September 30, 2015 , respectively, related to its equity ownership interests in CST Fuel Supply. Refund payment related to CST sale of California and Wyoming Assets In July 2016, we provided a refund payment to CrossAmerica related to its 17.5% interest in CST Fuel Supply as a result of our sale of the California and Wyoming retail sites, to which CST Fuel Supply no longer supplies motor fuel. The purpose of the refund was to make CrossAmerica whole for the decrease in the value of its interest in CST Fuel Supply arising from sales volume decreases. The total purchase price refund we paid CrossAmerica, as approved by the independent conflicts committee of the board of directors of the General Partner and by the executive committee of our Board of Directors, was approximately $18 million . Sale of Wholesale Fuel Supply Contracts to CrossAmerica In February 2016, CST sold 21 independent dealer contracts and 11 subwholesaler contracts to CrossAmerica for $3 million . Amended Omnibus Agreement CST provides management and corporate support services to CrossAmerica and charged CrossAmerica $10 million and $8 million under the terms of the Amended Omnibus Agreement for these services during the nine months ended September 30, 2016 and 2015, respectively. CST charged non-cash stock-based compensation and incentive compensation costs to CrossAmerica of $3 million for the nine months ended September 30, 2016 and 2015 . Receivables from CrossAmerica were $9 million at September 30, 2016 and December 31, 2015 . Effective January 1, 2016, the fixed billing component of the management fee under the Amended Omnibus Agreement was increased to $856,000 per month, which increase was approved by the executive committee of the Board of Directors and on behalf of CrossAmerica by the independent conflicts committee of the board of directors of the General Partner. CST and CrossAmerica have the right to negotiate the amount of the management fee on an annual basis, or more often as circumstances require. As approved by the independent conflicts committee of the board of directors of the General Partner and the executive committee of our Board of Directors, CrossAmerica and CST may mutually agree to settle, from time to time, the amounts due under the terms of the Amended Omnibus Agreement in newly issued common units representing limited partner interests in CrossAmerica. CrossAmerica issued the following common units to us as consideration for amounts due under the terms of the Amended Omnibus Agreement: Period Date of Issuance Number of Units Issued Quarter ended December 31, 2015 March 31, 2016 145,137 Quarter ended March 31, 2016 May 9, 2016 83,218 Quarter ended June 30, 2016 August 2, 2016 101,087 Quarter ended September 30, 2016 October 27, 2016 110,824 IDR and Common Unit Distributions CST received cash distributions related to its ownership of CrossAmerica’s IDRs and common units as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 IDRs $ 1 $ — $ 2 $ 1 Common unit distributions 4 1 12 5 Total $ 5 $ 1 $ 14 $ 6 CrossAmerica Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from motor fuel sales and rental income from DMS were as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues from motor fuel sales to DMS $ 68 $ 90 $ 193 $ 258 Rental income from DMS $ 5 $ 6 $ 16 $ 17 Receivables from DMS totaled $9 million and $7 million at September 30, 2016 and December 31, 2015 , respectively. Revenues from rental income from Topstar Enterprises was $0.2 million and $0.1 million for the three months ended September 30, 2016 and 2015 , and $0.4 million and $0.3 million for the nine months ended September 30, 2016 and 2015 , respectively. CrossAmerica leases real estate from certain entities affiliated with Joseph V. Topper, Jr. Rent expense paid to these entities was $0.2 million for the three months ended September 30, 2016 and 2015 and $0.6 million and $0.7 million for the nine months ended September 30, 2016 and 2015 , respectively. Aircraft Usage Costs From time to time, we lease, on a non-exclusive basis, an aircraft owned by an entity that is jointly owned by Kimberly S. Lubel, our Chief Executive Officer, President and Chairman of the Board of Directors and her husband, as previously approved in March 2015 by the Audit Committee of the Board of Directors. Lease costs incurred by us for use of this aircraft were $0.1 million for the nine months ended September 30, 2016 and were no t significant for all other periods presented. From time to time, we lease, on a non-exclusive basis, aircraft owned by a group of individuals that includes Joseph V. Topper, Jr. and John B. Reilly, III, members of CrossAmerica’s board of directors, as previously approved in August 2013 by the independent conflicts committee of the board of directors of the General Partner. Lease costs incurred by CrossAmerica for use of these aircraft were insignificant for the three and nine months ended September 30, 2016 and 2015 . Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are provided by a related party of Joseph V. Topper, Jr. CrossAmerica incurred expenses with this related party of $0.3 million and $0.4 million for the three months ended September 30, 2016 and 2015 and $1.2 million and $1.1 million for the nine months ended September 30, 2016 and 2015 , respectively. CrossAmerica Principal Executive Offices The CrossAmerica principal executive offices are in Allentown, Pennsylvania in office space leased from a related party of Joseph V. Topper, Jr. and John B. Reilly, III. Total rent expense for the office space was $0.2 million and $0.1 million for the three months ended September 30, 2016 and 2015 and $0.4 million and $0.2 million for the nine months ended September 30, 2016 and 2015 , respectively. Conversion of Subordinated Units On February 25, 2016, all 7,525,000 outstanding subordinated units representing limited partner interests in CrossAmerica automatically converted into common units on a one-for-one basis. Joseph V. Topper, Jr. and entities wholly owned and managed by Mr. Topper collectively owned 6,786,499 subordinated units and therefore received 6,786,499 common units as a result of the Conversion. CST may be deemed to have beneficial ownership of the 6,786,499 common units as a result of a voting agreement with Mr. Topper and his affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | COMMITMENTS AND CONTINGENCIES We are from time to time party to various lawsuits, claims and other legal and administrative 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, infringement, indemnification, 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. 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. Four separate complaints have been filed by purported stockholders of CST commencing putative class action lawsuits challenging the Merger in the San Antonio Division of the United States District Court in the Western District of Texas. The first complaint, captioned Richard Malone v. CST Brands, Inc. et. al. (No. 5:16-cv-0955), was filed on September 26, 2016 and names as defendants CST and the directors of CST. That complaint alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act by filing or permitting to be filed a proxy statement that was allegedly materially incomplete and misleading. The second complaint, captioned Harry Savage v. CST Brands, Inc. et. al. (No. 5:16-cv-0968), was filed on September 29, 2016 and names as defendants CST, the directors of CST, Parent and Merger Sub. That complaint alleges, among other things, that the directors of CST breached their fiduciary duties by agreeing to an allegedly unfair price in an allegedly unfair process and that they violated Sections 14(a) and 20(a) of the Exchange Act by filing or permitting to be filed a proxy statement that was allegedly materially incomplete and misleading, and that Parent and Merger Sub allegedly aided and abetted their breaches of fiduciary duty. The third complaint, captioned Jacob Kempler Family Trust v. CST Brands, Inc. (No. 5:16-cv-00982), was filed on October 4, 2016 and names as defendants CST and the directors of CST. That complaint alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act by filing or permitting to be filed a proxy statement that was allegedly materially incomplete and misleading. The fourth complaint, captioned Patrick Zellner vs. CST Brands, Inc., et al. (No. 5:16-cv-01012-FB). That complaint alleges, among other things, that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act by filing or permitting to be filed a proxy statement that was allegedly materially incomplete and misleading. In each suit, the plaintiff seeks, among other things, injunctive relief enjoining completion of the merger, monetary damages and costs and attorneys’ fees. On October 11, 2016 a Motion for Preliminary Injunction was filed in the Malone litigation and briefings were completed by November 5, 2016. We believe these claims are without merit. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is 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 (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels. Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. Level 3—Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2016 or 2015 . Financial Instruments The aggregate fair value and carrying amount of the CST senior notes, credit facility and term loan at September 30, 2016 and December 31, 2015 were $1.0 billion and $1.0 billion , respectively. The fair value of the CST term loan and credit facility approximate their carrying value due to the frequency with which interest rates are reset. The fair value of the CST senior notes is determined primarily using quoted prices of over-the-counter traded securities. These quoted prices are considered Level 1 inputs. The fair value of CrossAmerica’s revolving credit facility approximated its carrying values of $455 million as of September 30, 2016 and $358 million as of December 31, 2015 due to the frequency with which interest rates are reset. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity Disclosure | EQUITY CST Treasury Stock For the nine months ended September 30, 2016 , we withheld 42,623 shares of our common stock with a total fair value of $1.6 million in connection with withholding taxes related to the vesting of restricted stock and restricted stock units. CST Dividends We paid regular quarterly cash dividends of $0.0625 per CST common share each quarter, commencing with the quarter ended September 30, 2013 through the quarter ended June 30, 2016. Our indebtedness restricts our ability to pay dividends. The Merger Agreement also prohibits, among other things, us from declaring and paying quarterly cash dividends between August 21, 2016 and completion of our Merger. As such, there can be no assurance we will pay dividends in the future. Dividend activity for 2016 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per share) Cash Distribution (in millions) December 31, 2015 December 31, 2015 January 15, 2016 $ 0.0625 $ 5 March 31, 2016 March 31, 2016 April 15, 2016 $ 0.0625 $ 5 June 30, 2016 June 30, 2016 July 15, 2016 $ 0.0625 $ 5 CST Purchases of CrossAmerica Common Units On September 21, 2015, CST announced that the independent executive committee of its Board of Directors approved a unit purchase program under Rule 10b-18 of the Exchange Act, authorizing CST to purchase up to an aggregate of $50 million of the common units representing limited partner interests in CrossAmerica. The unit purchase program does not have a fixed expiration date and may be modified, suspended or terminated at any time at CST’s discretion. CST made no purchases under the unit purchase program during the nine months ended September 30, 2016 . From inception until September 30, 2016, CST had purchased $20 million , or 804,667 common units, at an average price of $24.64 per common unit, which units cannot be transferred absent registration with the SEC or an available exemption from the SEC’s registration requirements. CrossAmerica Distributions Distribution activity for 2016 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) December 31, 2015 February 12, 2016 February 24, 2016 $ 0.5925 $ 20 March 31, 2016 May 19, 2016 May 31, 2016 $ 0.5975 $ 20 June 30, 2016 August 8, 2016 August 15, 2016 $ 0.6025 $ 20 On October 24, 2016, the board of directors of the General Partner approved a quarterly distribution of $0.6075 per unit attributable to the third quarter of 2016. The distribution is payable on November 15, 2016 to all unitholders of record on November 4, 2016 . The amount of any distribution is subject to the discretion of the board of directors of the General Partner, which may modify or revoke CrossAmerica’s cash distribution policy at any time. CrossAmerica’s partnership agreement does not require CrossAmerica to pay any distributions. As such, there can be no assurance CrossAmerica will continue to pay distributions in the future. CrossAmerica Common Unit Repurchase Program In November 2015, the board of directors of the General Partner approved a common unit repurchase program under Rule 10b-18 of the Exchange Act authorizing CrossAmerica to repurchase up to an aggregate of $25 million of the common units representing limited partner interests in CrossAmerica. Under the program, CrossAmerica may make purchases in the open market in accordance with Rule 10b-18 of the Exchange Act, or in privately negotiated transactions, pursuant to a trading plan under Rule 10b5-1 of the Exchange Act or otherwise. Any purchases will be funded from available cash on hand. The common unit repurchase program does not require CrossAmerica to acquire any specific number of common units and may be suspended or terminated by CrossAmerica at any time without prior notice. The purchases will not be made from any officer, director or control person of CrossAmerica or CST. The following table shows the purchases during the nine months ended September 30, 2016 : Period Total Number of Units Purchased Average Price Paid per Unit Total Cost of Units Purchased Amount Remaining under the Program January 1 - March 31, 2016 112,492 $ 24.47 $ 2,752,240 $ 18,644,689 April 1 - June 30, 2016 20,971 $ 23.86 $ 500,413 $ 18,144,276 July 1 - September 30, 2016 — — — 18,144,276 January 1 - September 30, 2016 133,463 $ 24.37 $ 3,252,653 $ 18,144,276 CrossAmerica did no t repurchase any common units from October 1, 2016 through the date of this filing. Accumulated Comprehensive Income (Loss) 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 three and nine months ended September 30, 2016 and 2015 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Balance at the beginning of the period $ (13 ) $ 34 $ (30 ) $ 77 Other comprehensive income (loss) before reclassifications (5 ) (38 ) 12 (81 ) Amounts reclassified from other comprehensive income — — — — Net other comprehensive income (loss) (5 ) (38 ) 12 (81 ) Balance at the end of the period $ (18 ) $ (4 ) $ (18 ) $ (4 ) |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation Disclosure | EQUITY-BASED COMPENSATION Overview We record equity-based compensation as a component of operating expenses and general and administrative expenses in the consolidated statements of income. We recognized equity-based compensation expense as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Equity-based compensation related to CST $ 2 $ 2 $ 10 $ 10 Equity-based compensation related to CrossAmerica 1 1 3 4 Total equity-based compensation expense $ 3 $ 3 $ 13 $ 14 During the nine months ended September 30, 2016 , we recognized $4 million of equity-based compensation expense, of which $3 million was attributable to CST and $1 million was attributable to CrossAmerica, related to equity-based awards granted to employees who were retirement eligible at the date of grant. During the nine months ended September 30, 2015 , we recognized $4 million of equity-based compensation expense, of which $2 million was attributable to CST and $2 million was attributable to CrossAmerica, related to equity-based awards granted to employees who were retirement eligible at the date of grant. CrossAmerica Equity-Based Awards The Partnership grants equity-based awards to employees of CST who perform services for the Partnership pursuant to the Amended Omnibus Agreement. As these grants may be settled in cash, unvested phantom units and vested and unvested profits interests receive fair value variable accounting treatment. As such, they are measured at fair value at each balance sheet reporting date and the cumulative compensation cost recognized is classified as a liability, which is included in accrued expenses and other current liabilities on the consolidated balance sheet. The balance of the accrual at September 30, 2016 and December 31, 2015 totaled $2 million and $3 million , respectively. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Disclosure | EARNINGS PER COMMON SHARE Earnings per common share are computed after adjustment for net income or loss attributable to noncontrolling interest; therefore, all earnings per common share information relates solely to CST common stockholders. Earnings per common share were computed as follows (in millions, except shares outstanding, common equivalent shares and per share amounts): Three Months Ended September 30, 2016 2015 Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 260 $ 85 Less dividends declared: Common stock — 5 Undistributed earnings $ 260 $ 80 Weighted-average common shares outstanding (in thousands) 383 75,684 369 75,565 Earnings per common share Distributed earnings $ — $ — $ 0.06 $ 0.06 Undistributed earnings 3.42 3.42 1.06 1.06 Total earnings per common share $ 3.42 $ 3.42 $ 1.12 $ 1.12 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 260 $ 85 Weighted-average common shares outstanding (in thousands) 75,684 75,565 Common equivalent shares: Stock options (in thousands) 288 102 Restricted stock (in thousands) 2 95 Restricted stock units (in thousands) 189 141 Market share units (in thousands) 58 — Weighted-average common shares outstanding - assuming dilution (in thousands) 76,221 75,903 Earnings per common share - assuming dilution $ 3.41 $ 1.12 Nine Months Ended September 30, 2016 2015 Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 306 $ 124 Less dividends declared: Common stock 10 15 Undistributed earnings $ 296 $ 109 Weighted-average common shares outstanding (in thousands) 407 75,603 360 76,384 Earnings per common share Distributed earnings $ 0.12 $ 0.12 $ 0.18 $ 0.18 Undistributed earnings 3.91 3.91 1.43 1.43 Total earnings per common share $ 4.03 $ 4.03 $ 1.61 $ 1.61 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 306 $ 124 Weighted-average common shares outstanding (in thousands) 75,603 76,384 Common equivalent shares: Stock options (in thousands) 163 122 Restricted stock (in thousands) 54 99 Restricted stock units (in thousands) 174 119 Market share units (in thousands) 59 — Weighted-average common shares outstanding - assuming dilution (in thousands) 76,053 76,724 Earnings per common share - assuming dilution $ 4.02 $ 1.61 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: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Weighted-average anti-dilutive stock awards (in thousands) 195 712 995 523 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Reportable Segments [Abstract] | |
Segment Reporting Disclosure | SEGMENT INFORMATION We have three reportable segments: U.S. Retail, Canadian Retail and CrossAmerica. The U.S. Retail, Canadian Retail and CrossAmerica segments are managed separately as individual strategic business units. Each segment experiences different operating income margins due to certain unique operating characteristics, geographic supply and demand attributes, specific country and local regulatory environments, and is exposed to variability in gross profit from the volatility of crude oil prices. Operating revenues from our business and home energy operations were less than 5% of our operating revenues for each period presented 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 fair value adjustments to CrossAmerica’s historical account balances required under ASC 805— Business Combinations . As a result, we have included a fair value column to reconcile to our consolidated results. The elimination column represents wholesale motor fuel supplied to our U.S. Retail segment from CrossAmerica, CrossAmerica’s income from CST Fuel Supply and rental income for retail sites owned by CrossAmerica and leased to our U.S. Retail segment. The following table reflects activity related to our reportable segments (in millions): U.S. Retail Canadian Retail CrossAmerica Corporate Eliminations Fair value adjustments Consolidated Three months ended September 30, 2016: Operating revenues $ 1,637 $ 829 $ 442 $ — $ — $ — $ 2,908 Intersegment revenues — — 47 — (47 ) — — Gross profit 256 95 39 — — — 390 Depreciation, amortization and accretion expense 34 10 13 — — 8 65 Operating income (loss) 418 35 16 (41 ) — (8 ) 420 Three months ended September 30, 2015: Operating revenues $ 1,641 $ 865 $ 586 $ — $ — $ — $ 3,092 Intersegment revenues — — 42 — (42 ) — — Gross profit 286 92 52 — (1 ) — 429 Depreciation, amortization and accretion expense 25 9 13 — — 4 51 Operating income (loss) 136 32 25 (41 ) — (4 ) 148 U.S. Retail Canadian Retail CrossAmerica Corporate Eliminations Fair value adjustments Consolidated Nine months ended September 30, 2016: Operating revenues $ 4,704 $ 2,314 $ 1,238 $ — $ — $ — $ 8,256 Intersegment revenues — — 130 — (130 ) — — Gross profit 706 274 117 — — — 1,097 Depreciation, amortization and accretion expense 98 30 41 — — 23 192 Operating income (loss) 516 88 42 (124 ) — (23 ) 499 Nine months ended September 30, 2015: Operating revenues $ 4,641 $ 2,627 $ 1,646 $ — $ — $ — $ 8,914 Intersegment revenues — — 114 — (114 ) — — Gross profit 648 276 131 — (1 ) — 1,054 Depreciation, amortization and accretion expense 72 28 36 — — 20 156 Operating income (loss) 227 88 45 (128 ) — (20 ) 212 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2016 | |
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): Nine Months Ended September 30, 2016 2015 Decrease (increase): Receivables, net $ (20 ) $ 4 Inventories 12 14 Prepaid expenses and other (8 ) 4 Increase (decrease): Accounts payable (6 ) 5 Accounts payable to related parties 8 — Accounts payable to Valero 16 19 Accrued expenses 6 11 Taxes other than income taxes 9 4 Income taxes payable 93 34 Changes in working capital $ 110 $ 95 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; • 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. Additionally, cash transactions between CST and CrossAmerica, including sales of CST Fuel Supply equity interests, IDR and common unit distributions, are eliminated from the statements of cash flows. Cash flows related to interest and income taxes were as follows (in millions): Nine Months Ended September 30, 2016 2015 Interest paid in excess of amount capitalized $ 39 $ 33 Income taxes paid $ 21 $ 45 |
Termination Benefits (Notes)
Termination Benefits (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Postemployment Benefits [Abstract] | |
Postemployment Benefits Disclosure | TERMINATION BENEFITS A rollforward of our liability for severance and other termination benefits is as follows (in millions): Balance at December 31, 2015 $ 9 Provision for termination benefits 2 Termination benefits paid (9 ) Balance at September 30, 2016 $ 2 |
Guarantor Subsidiaries (Notes)
Guarantor Subsidiaries (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Statements [Text Block] | GUARANTOR SUBSIDIARIES The Guarantor Subsidiaries fully and unconditionally guarantee, on a joint and several basis, CST’s 5% senior notes due 2023. CrossAmerica is not a guarantor under CST’s 5% senior notes due 2023. The following consolidating schedules present financial information on a consolidated basis in conformity with the SEC’s Regulation S-X Rule 3–10(f): CONSOLIDATING BALANCE SHEETS (Millions of Dollars) September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 145 $ 44 $ — $ 189 $ 3 $ — $ 192 Restricted cash — 25 — — 25 — — 25 Receivables, net 1 77 63 — 141 35 (11 ) 165 Inventories — 171 56 — 227 13 — 240 Prepaid taxes — — — — — 1 — 1 Prepaid expenses and other — 10 6 — 16 10 — 26 Total current assets 1 428 169 — 598 62 (11 ) 649 Property and equipment, at cost — 2,105 548 — 2,653 815 (1 ) 3,467 Accumulated depreciation — (605 ) (196 ) — (801 ) (84 ) — (885 ) Property and equipment, net — 1,500 352 — 1,852 731 (1 ) 2,582 Intangible assets, net — 31 8 — 39 329 — 368 Goodwill — 229 2 — 231 391 — 622 Investment in subsidiaries 2,737 — — (2,737 ) — — — — Investment in CrossAmerica — 265 — — 265 — (265 ) — Deferred income taxes — — 63 — 63 — — 63 Other assets, net 11 22 5 38 20 (1 ) 57 Total assets $ 2,749 $ 2,475 $ 599 $ (2,737 ) $ 3,086 $ 1,533 $ (278 ) $ 4,341 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase as follows as of September 30, 2016: Property and equipment, net $ 52 Intangibles, net $ 244 Goodwill $ 302 September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of debt and capital lease obligations $ 105 $ 1 $ — $ — $ 106 $ 3 $ — $ 109 Accounts payable — 142 39 — 181 43 (11 ) 213 Accounts payable to Valero (1 ) 97 76 — 172 — — 172 Accrued expenses 12 38 17 — 67 15 — 82 Taxes other than income taxes — 49 1 — 50 11 — 61 Income taxes payable (1 ) 91 3 — 93 — — 93 Total current liabilities 115 418 136 — 669 72 (11 ) 730 Debt and capital lease obligations, less current portion 839 7 5 — 851 506 (1 ) 1,356 Deferred income taxes (1 ) 200 — — 199 53 — 252 Intercompany payables (receivables) 558 (685 ) 127 — — — — — Asset retirement obligations — 85 16 — 101 27 — 128 Other long-term liabilities 12 14 14 — 40 49 — 89 Total liabilities 1,523 39 298 — 1,860 707 (12 ) 2,555 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 635 1,774 63 (1,837 ) 635 — (14 ) 621 Treasury stock (88 ) — — — (88 ) — — (88 ) Retained earnings 696 662 238 (900 ) 696 — — 696 AOCI (18 ) — — — (18 ) — — (18 ) Partners’ capital — — — — — 826 (826 ) — Noncontrolling interest — — — — — — 574 574 Total stockholders’ equity 1,226 2,436 301 (2,737 ) 1,226 826 (266 ) 1,786 Total liabilities and stockholders’ equity $ 2,749 $ 2,475 $ 599 $ (2,737 ) $ 3,086 $ 1,533 $ (278 ) $ 4,341 Deferred taxes and noncontrolling interest for CrossAmerica include $9 million and $589 million , respectively, related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING BALANCE SHEETS (Millions of Dollars) December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 66 $ 247 $ — $ 313 $ 1 $ — $ 314 Receivables, net 2 61 54 — 117 22 (4 ) 135 Inventories — 151 57 — 208 16 — 224 Prepaid taxes — 26 — — 26 1 — 27 Prepaid expenses and other — 6 4 — 10 10 — 20 Total current assets 2 310 362 — 674 50 (4 ) 720 Property and equipment, at cost — 1,780 493 — 2,273 738 (1 ) 3,010 Accumulated depreciation — (574 ) (165 ) — (739 ) (47 ) — (786 ) Property and equipment, net — 1,206 328 — 1,534 691 (1 ) 2,224 Intangible assets, net — 7 12 — 19 340 — 359 Goodwill — 35 2 — 37 383 — 420 Investment in subsidiaries 1,939 — — (1,939 ) — — — — Investment in CrossAmerica — 271 — — 271 — (271 ) — Deferred income taxes — — 63 — 63 — — 63 Other assets, net 15 24 4 — 43 13 (2 ) 54 Total assets $ 1,956 $ 1,853 $ 771 $ (1,939 ) $ 2,641 $ 1,477 $ (278 ) $ 3,840 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase discussed in the Form 10-K for the year ended December 31, 2015. These adjustments were as follows: Property and equipment, net $ 62 Intangibles, net $ 258 Goodwill $ 302 December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of debt and capital lease obligations $ 129 $ 1 $ — $ — $ 130 $ 9 $ — $ 139 Accounts payable 2 105 68 (17 ) 158 32 (4 ) 186 Accounts payable to Valero (1 ) 92 61 — 152 — — 152 Accrued expenses 5 35 15 — 55 16 — 71 Taxes other than income taxes — 31 1 — 32 10 — 42 Income taxes payable — 3 5 17 25 1 — 26 Dividends payable 5 — — — 5 — — 5 Total current liabilities 140 267 150 — 557 68 (4 ) 621 Debt and capital lease obligations, less current portion 874 8 5 — 887 431 (1 ) 1,317 Deferred income taxes — 132 — — 132 54 — 186 Intercompany payables (receivables) (9 ) (353 ) 362 — — — — — Asset retirement obligations — 75 15 — 90 23 — 113 Other long-term liabilities 15 11 13 — 39 19 — 58 Total liabilities 1,020 140 545 — 1,705 595 (5 ) 2,295 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 653 1,334 60 (1,394 ) 653 — (26 ) 627 Treasury stock (87 ) — — — (87 ) — — (87 ) Retained earnings 399 379 166 (545 ) 399 — — 399 AOCI (30 ) — — — (30 ) — — (30 ) Partners’ capital — — — — — 882 (882 ) — Noncontrolling interest — — — — — — 635 635 Total stockholders’ equity 936 1,713 226 (1,939 ) 936 882 (273 ) 1,545 Total liabilities and stockholders’ equity $ 1,956 $ 1,853 $ 771 $ (1,939 ) $ 2,641 $ 1,477 $ (278 ) $ 3,840 Deferred taxes and noncontrolling interest for CrossAmerica include $11 million and $612 million , respectively, related to the consolidation of CrossAmerica with CST as a result of the GP Purchase discussed in Form 10-K for the year ended December 31, 2015. CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Millions of Dollars) Three Months Ended September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,637 $ 829 $ — $ 2,466 $ 489 $ (47 ) $ 2,908 Cost of sales — 1,381 734 — 2,115 450 (47 ) 2,518 Gross profit — 256 95 — 351 39 — 390 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 151 53 — 204 14 (4 ) 214 General and administrative expenses 2 28 5 — 35 6 — 41 Depreciation, amortization and accretion expense — 34 10 — 44 21 (a) — 65 Total operating expenses 2 213 68 — 283 41 (4 ) 320 Gain on the sale of assets, net — 347 3 — 350 — — 350 Operating (loss) income (2 ) 390 30 — 418 2 — 420 Other income, net — 2 (2 ) — — — (1 ) (1 ) Interest expense (10 ) — (1 ) — (11 ) (5 ) — (16 ) Intercompany interest expense 1 — (1 ) — — — — — Equity in earnings of CrossAmerica (1 ) — — — (1 ) — 1 — Equity in earnings of subsidiaries 272 — — (272 ) — — — — Income (loss) before income tax expense 260 392 26 (272 ) 406 (3 ) — 403 Income tax expense — 139 7 — 146 1 — 147 Net income (loss) 260 253 19 (272 ) 260 (4 ) — 256 Net loss attributable to noncontrolling interest — — — — — 3 1 4 Net income (loss) attributable to CST stockholders $ 260 $ 253 $ 19 $ (272 ) $ 260 $ (1 ) $ 1 $ 260 Other comprehensive income (loss), net of tax: Net income (loss) $ 260 $ 253 $ 19 $ (272 ) $ 260 $ (4 ) $ — $ 256 Foreign currency translation adjustment (5 ) — — — (5 ) — — (5 ) Comprehensive income (loss) 255 253 19 (272 ) 255 (4 ) — 251 Comprehensive loss attributable to noncontrolling interests — — — — — (3 ) (1 ) (4 ) Comprehensive income (loss) attributable to CST stockholders $ 255 $ 253 $ 19 $ (272 ) $ 255 $ (1 ) $ (1 ) $ 255 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $8 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (CONTINUED) (Millions of Dollars) Three Months Ended September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,641 $ 865 $ — $ 2,506 $ 628 $ (42 ) $ 3,092 Cost of sales — 1,355 773 — 2,128 576 (41 ) 2,663 Gross profit — 286 92 — 378 52 (1 ) 429 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 125 51 — 176 20 (5 ) 191 General and administrative expenses 1 25 5 — 31 10 — 41 Depreciation, amortization and accretion expense — 25 9 — 34 17 (a) — 51 Total operating expenses 1 175 65 — 241 47 (5 ) 283 Gain on the sale of assets, net — — — — — 2 — 2 Operating (loss) income (1 ) 111 27 — 137 11 — 148 Other income, net (1 ) 2 1 — 2 1 (1 ) 2 Interest expense (9 ) — (1 ) — (10 ) (5 ) — (15 ) Equity in earnings of CrossAmerica 1 — — — 1 — (1 ) — Equity in earnings of subsidiaries 95 — — (95 ) — — — — Income (loss) before income tax expense 85 113 27 (95 ) 130 7 (2 ) 135 Income tax expense (benefit) — 38 7 — 45 — — 45 Net income (loss) 85 75 20 (95 ) 85 7 (2 ) 90 Net loss attributable to noncontrolling interest — — — — — — (5 ) (5 ) Net income (loss) attributable to CST stockholders $ 85 $ 75 $ 20 $ (95 ) $ 85 $ 7 $ (7 ) $ 85 Other comprehensive income (loss), net of tax: Net income (loss) $ 85 $ 75 $ 20 $ (95 ) $ 85 $ 7 $ (2 ) $ 90 Foreign currency translation adjustment (38 ) — — — (38 ) — — (38 ) Comprehensive income (loss) 47 75 20 (95 ) 47 7 (2 ) 52 Comprehensive income attributable to noncontrolling interests — — — — — 5 — 5 Comprehensive income (loss) attributable to CST stockholders $ 47 $ 75 $ 20 $ (95 ) $ 47 $ 2 $ (2 ) $ 47 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $4 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Millions of Dollars) Nine Months Ended September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 4,704 $ 2,314 $ — $ 7,018 $ 1,368 $ (130 ) $ 8,256 Cost of sales — 3,998 2,040 — 6,038 1,251 (130 ) 7,159 Gross profit — 706 274 — 980 117 — 1,097 Income from CST Fuel Supply Equity — — — — — 12 (12 ) — Operating expenses: Operating expenses — 439 160 — 599 46 (12 ) 633 General and administrative expenses 6 87 13 — 106 18 — 124 Depreciation, amortization and accretion expense — 98 30 — 128 64 (a) — 192 Total operating expenses 6 624 203 — 833 128 (12 ) 949 Gain (loss) on the sale of assets, net — 347 4 — 351 — — 351 Operating (loss) income (6 ) 429 75 — 498 1 — 499 Other income, net — 5 10 — 15 — (2 ) 13 Interest expense (33 ) — (1 ) — (34 ) (16 ) — (50 ) Intercompany interest expense 2 — (2 ) — — — — — Equity in earnings of CrossAmerica (3 ) — — — (3 ) — 3 — Equity in earnings of subsidiaries 345 — — (345 ) — — — — Income (loss) before income tax expense 305 434 82 (345 ) 476 (15 ) 1 462 Income tax expense (benefit) (1 ) 151 20 — 170 — — 170 Net income (loss) 306 283 62 (345 ) 306 (15 ) 1 292 Net loss attributable to noncontrolling interest — — — — — 12 2 14 Net income (loss) attributable to CST stockholders $ 306 $ 283 $ 62 $ (345 ) $ 306 $ (3 ) $ 3 $ 306 Other comprehensive loss, net of tax: Net income (loss) $ 306 $ 283 $ 62 $ (345 ) $ 306 $ (15 ) $ 1 $ 292 Foreign currency translation adjustment 12 — — — 12 — — 12 Comprehensive income (loss) 318 283 62 (345 ) 318 (15 ) 1 304 Comprehensive loss attributable to noncontrolling interests — — — — — (12 ) (2 ) (14 ) Comprehensive income (loss) attributable to CST stockholders $ 318 $ 283 $ 62 $ (345 ) $ 318 $ (3 ) $ 3 $ 318 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $23 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (CONTINUED) (Millions of Dollars) Nine Months Ended September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 4,641 $ 2,627 $ — $ 7,268 $ 1,760 $ (114 ) $ 8,914 Cost of sales — 3,993 2,351 — 6,344 1,629 (113 ) 7,860 Gross profit — 648 276 — 924 131 (1 ) 1,054 Income from CST Fuel Supply Equity — — — — — 6 (6 ) — Operating expenses: Operating expenses — 356 160 — 516 58 (7 ) 567 General and administrative expenses 5 81 15 — 101 27 — 128 Depreciation, amortization and accretion expense — 72 28 — 100 56 (a) — 156 Total operating expenses 5 509 203 — 717 141 (7 ) 851 Gain on the sale of assets, net — 7 — — 7 2 — 9 Operating (loss) income (5 ) 146 73 — 214 (2 ) — 212 Other income, net — 4 2 — 6 1 (1 ) 6 Interest expense (29 ) — (1 ) — (30 ) (14 ) — (44 ) Equity in earnings of CrossAmerica — — — — — — — — Equity in earnings of subsidiaries 158 — — (158 ) — — — — Income (loss) before income tax expense 124 150 74 (158 ) 190 (15 ) (1 ) 174 Income tax expense — 46 20 — 66 (7 ) — 59 Net income (loss) 124 104 54 (158 ) 124 (8 ) (1 ) 115 Net loss attributable to noncontrolling interest — — — — — — 9 9 Net income (loss) attributable to CST stockholders $ 124 $ 104 $ 54 $ (158 ) $ 124 $ (8 ) $ 8 $ 124 Other comprehensive income (loss), net of tax: Net income (loss) $ 124 $ 104 $ 54 $ (158 ) $ 124 $ (8 ) $ (1 ) $ 115 Foreign currency translation adjustment (81 ) — — — (81 ) — — (81 ) Comprehensive income (loss) 43 104 54 (158 ) 43 (8 ) (1 ) 34 Comprehensive loss attributable to noncontrolling interests — — — — — (9 ) — (9 ) Comprehensive income (loss) attributable to CST stockholders $ 43 $ 104 $ 54 $ (158 ) $ 43 $ 1 $ (1 ) $ 43 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $20 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Nine Months Ended September 30, 2016 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 $ (34 ) $ 222 $ 62 $ — $ 250 $ 63 $ (2 ) $ 311 Cash flows from investing activities: Capital expenditures — (209 ) (30 ) — (239 ) (12 ) — (251 ) Proceeds from sale of California and Wyoming stores — 408 — — 408 — — 408 Proceeds from California and Wyoming sale restricted for use — (25 ) — — (25 ) — — (25 ) Proceeds from the sale of assets — — 1 — 1 1 — 2 CST acquisitions — (438 ) — — (438 ) — — (438 ) CrossAmerica acquisitions — — — — — (94 ) — (94 ) CST refund payment to CrossAmerica — (18 ) — — (18 ) 18 — — Cash received from sale of dealer contracts — 3 — — 3 (3 ) — — Other investing activities, net — — — — — — — — Net cash used in investing activities — (279 ) (29 ) — (308 ) (90 ) — (398 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 178 — 178 Payments on the CrossAmerica revolving credit facility — — — — — (82 ) — (82 ) Proceeds under the CST revolving credit facility 402 — — — 402 — — 402 Payments on the CST revolving credit facility (412 ) — — — (412 ) — — (412 ) Debt issuance costs (1 ) — — — (1 ) — — (1 ) Repayment of intercompany payable — — (235 ) 235 — — — — Intercompany loan 235 — — (235 ) — — — — Payments on the CST term loan facility (50 ) — — — (50 ) — — (50 ) Repurchases of common shares and units — — — — — (3 ) — (3 ) Payments of capital lease obligations — (1 ) — — (1 ) (2 ) — (3 ) Dividends paid (15 ) — — — (15 ) — — (15 ) Distributions from CrossAmerica — 12 — — 12 — (12 ) — Distributions paid — — — — — (62 ) 14 (48 ) Intercompany funding (125 ) 125 — — — — — — Net cash provided by (used in) financing activities 34 136 (235 ) — (65 ) 29 2 (34 ) Effect of foreign exchange rate changes on cash — — (1 ) — (1 ) — — (1 ) Net (decrease) increase in cash — 79 (203 ) — (124 ) 2 — (122 ) Cash at beginning of year — 66 247 — 313 1 — 314 Cash at end of period $ — $ 145 $ 44 $ — $ 189 $ 3 $ — $ 192 CONSOLIDATING STATEMENTS OF CASH FLOWS (CONTINUED) (Millions of Dollars) Nine Months Ended September 30, 2015 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 $ (30 ) $ 213 $ 108 $ — $ 291 50 $ (1 ) $ 340 Cash flows from investing activities: Capital expenditures (174 ) (29 ) — (203 ) (7 ) — (210 ) CST acquisitions (22 ) — (22 ) — — (22 ) CrossAmerica acquisitions — — (168 ) — (168 ) Proceeds from the sale of assets — 18 2 — 20 4 — 24 Distributions from CrossAmerica — — (142 ) 142 — Cash received from sale of CST Fuel Supply — 17 — — 17 — (17 ) — Cash received from drop down of NTI to CrossAmerica — 124 — — 124 — (124 ) — IDR Income — 1 — — 1 — (1 ) — Other investing activities, net 1 6 (2 ) — 5 2 — 7 Net cash used in investing activities 1 (30 ) (29 ) — (58 ) (311 ) — (369 ) Cash flows from financing activities: Purchase of CrossAmerica common units — (4 ) — — (4 ) — — (4 ) Proceeds under the CrossAmerica revolving credit — — — — — 335 — 335 Payments on the CrossAmerica revolving credit — — — — — (185 ) — (185 ) Proceeds under the CST revolving credit facility — — — — — — — — Payments on long-term debt (34 ) — — — (34 ) — — (34 ) Proceeds from issuance of CrossAmerica common units, net — — — — — 145 — 145 CST purchases of treasury shares (65 ) — — — (65 ) — — (65 ) Payments of capital lease obligations (1 ) — (1 ) (2 ) — (3 ) Distributions from CrossAmerica — 5 — — 5 — (5 ) — Dividends paid (15 ) — (15 ) — — (15 ) Distributions paid — — — — — (47 ) 6 (41 ) Receivables repaid by CrossAmerica related parties — — — — — 2 — 2 Intercompany funding 143 (143 ) — — — — — — Net cash provided by (used in) financing activities 29 (143 ) — — (114 ) 248 1 135 Effect of foreign exchange rate changes on cash — — (30 ) — (30 ) — — (30 ) Net (decrease) increase in cash — 40 49 — 89 (13 ) — 76 Cash at beginning of year — 148 205 — 353 15 — 368 Cash at end of period $ — $ 188 $ 254 $ — $ 442 $ 2 $ — $ 444 |
Definition of Terms, Descript25
Definition of Terms, Description of Business and Other Disclosures Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Concentration Risk, Credit Risk, Policy | Concentration Risk Valero supplied over 90% of the motor fuel purchased by our U.S. Retail and Canadian Retail segments for resale during all periods presented. Our retail segments purchased motor fuel from Valero totaling $1.5 billion and $1.7 billion for the three months ended September 30, 2016 and 2015 , respectively, and $4.2 billion and $5.0 billion for the nine months ended September 30, 2016 and 2015 , respectively. CrossAmerica also supplies motor fuel to 43 of our convenience stores in the U.S. Retail segment. For more information regarding transactions with CrossAmerica, see Note 8 . No customers are individually material to our U.S. Retail and Canadian Retail segment operations. For the three and nine months ended September 30, 2016 , CrossAmerica distributed approximately 16% and 17% , respectively, of its total wholesale distribution volumes to DMS and DMS accounted for approximately 25% and 27% , respectively, of CrossAmerica’s rental income, respectively. For more information regarding transactions with DMS, see Note 8 . |
Acquisitions and Divestitures A
Acquisitions and Divestitures Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | CST’s pro forma results, giving effect to the 2016 and 2015 acquisitions and assuming an acquisition date of January 1, 2015 for each acquisition, would have been (in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Total revenues $ 2,943 $ 3,401 $ 8,447 $ 9,959 Net income attributable to CST stockholders $ 260 $ 90 $ 306 $ 139 Net income per share - diluted $ 3.40 $ 1.18 $ 4.02 $ 1.80 |
Flash Foods | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The preliminary fair value of the assets acquired and liabilities assumed on the date of acquisition were as follows (in millions): Current assets (excluding inventories) $ 13 Inventories 24 Property and equipment 225 Intangibles 26 Goodwill 194 Current liabilities (31 ) Asset retirement obligations (13 ) Total consideration, net of cash acquired 438 Net working capital (7 ) Assets under construction (6 ) Purchase price, net $ 425 |
State Oil Company | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The preliminary fair value of the assets acquired and liabilities assumed on the date of acquisition were as follows (in millions): Current assets (excluding inventories) $ 1 Property and equipment 35 Intangibles 7 Other noncurrent assets 3 Current liabilities (1 ) Asset retirement obligations (2 ) Other long-term liabilities (1 ) Total consideration, net of cash acquired $ 42 |
Holiday Stationstores | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The preliminary fair value of the assets acquired and liabilities assumed on the date of acquisition were as follows (in millions): Inventories $ 4 Property and equipment 32 Intangibles 8 Goodwill 9 Asset retirement obligation (1 ) Total consideration, net of cash acquired $ 52 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in millions): September 30, December 31, 2016 2015 Convenience store merchandise $ 159 $ 139 Motor fuel 79 83 Supplies 2 2 Inventories $ 240 $ 224 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment [Table Text Block] | Property and equipment, net consisted of the following (in millions): September 30, December 31, 2016 2015 Land $ 806 $ 710 Buildings 889 759 Equipment 969 876 Land improvements and leasehold improvements 375 323 Other (a) 225 197 Asset retirement obligations 89 78 Construction in progress 114 67 Property and equipment, at cost 3,467 3,010 Accumulated depreciation (885 ) (786 ) Property and equipment, net $ 2,582 $ 2,224 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Schedule of Goodwill | Changes in goodwill during the nine months ended September 30, 2016 consisted of the following (in millions): U.S. Retail Segment Canadian Retail Segment CrossAmerica Consolidated Balance at December 31, 2015 $ 35 $ 2 $ 383 $ 420 Acquisitions 194 — 8 202 Balance at September 30, 2016 $ 229 $ 2 $ 391 $ 622 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets consisted of the following (in millions): September 30, 2016 December 31, 2015 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount US Retail Segment: Flash Foods trademarks/tradenames $ 22 $ (1 ) $ 21 $ — $ — $ — Other (a) 12 (2 ) 10 8 (1 ) 7 US total 34 (3 ) 31 8 (1 ) 7 Canadian Retail Segment: Customer lists (b) 96 (88 ) 8 92 (80 ) 12 Total CST 130 (91 ) 39 100 (81 ) 19 CrossAmerica: Wholesale fuel supply contracts/rights 401 (79 ) 322 388 (56 ) 332 Below market leases 12 (7 ) 5 11 (5 ) 6 Other 5 (3 ) 2 6 (4 ) 2 Total CrossAmerica 418 (89 ) 329 405 (65 ) 340 CST consolidated total $ 548 $ (180 ) $ 368 $ 505 $ (146 ) $ 359 (a) Other consists of fuel supply agreements, franchise agreements, pipeline shipping rights, licenses and permits. (b) Our customer lists in our Canadian Retail segment are amortized on a straight-line basis over their remaining life. 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. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our balances for long-term debt and capital leases are as follows (in millions): September 30, December 31, 2016 2015 CST debt and capital leases: (a) $500 million revolving credit facility $ 50 $ 60 Term loan due 2019 356 406 5.00% senior notes due 2023 550 550 Total CST outstanding debt 956 1,016 Deferred financing fees (12 ) (14 ) Capital leases 12 14 Total CST debt and capital leases $ 956 $ 1,016 CrossAmerica debt and capital leases: (b) $550 million revolving credit facility $ 455 $ 358 Other debt 1 27 Total CrossAmerica outstanding debt 456 385 Deferred financing fees (5 ) (4 ) Capital leases 58 59 Total CrossAmerica debt and capital leases $ 509 $ 440 Total consolidated debt and capital lease obligations outstanding $ 1,465 $ 1,456 Less current portion–CST 106 130 Less current portion–CrossAmerica 3 9 Consolidated debt and capital lease obligations, less current portion $ 1,356 $ 1,317 (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. |
Related-Party Transactions Rela
Related-Party Transactions Related-party (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transaction [Line Items] | |
Schedule of Share-based Goods and Nonemployee Services Transaction by Supplier [Table Text Block] | CrossAmerica issued the following common units to us as consideration for amounts due under the terms of the Amended Omnibus Agreement: Period Date of Issuance Number of Units Issued Quarter ended December 31, 2015 March 31, 2016 145,137 Quarter ended March 31, 2016 May 9, 2016 83,218 Quarter ended June 30, 2016 August 2, 2016 101,087 Quarter ended September 30, 2016 October 27, 2016 110,824 |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | CST received cash distributions related to its ownership of CrossAmerica’s IDRs and common units as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 IDRs $ 1 $ — $ 2 $ 1 Common unit distributions 4 1 12 5 Total $ 5 $ 1 $ 14 $ 6 |
Lehigh Gas Ohio LLC | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions [Table Text Block] | Revenues from motor fuel sales and rental income from DMS were as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues from motor fuel sales to DMS $ 68 $ 90 $ 193 $ 258 Rental income from DMS $ 5 $ 6 $ 16 $ 17 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Dividends Payable [Line Items] | |
Dividends Declared [Table Text Block] | Dividend activity for 2016 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per share) Cash Distribution (in millions) December 31, 2015 December 31, 2015 January 15, 2016 $ 0.0625 $ 5 March 31, 2016 March 31, 2016 April 15, 2016 $ 0.0625 $ 5 June 30, 2016 June 30, 2016 July 15, 2016 $ 0.0625 $ 5 |
Schedule of Other Ownership Interests [Table Text Block] | The following table shows the purchases during the nine months ended September 30, 2016 : Period Total Number of Units Purchased Average Price Paid per Unit Total Cost of Units Purchased Amount Remaining under the Program January 1 - March 31, 2016 112,492 $ 24.47 $ 2,752,240 $ 18,644,689 April 1 - June 30, 2016 20,971 $ 23.86 $ 500,413 $ 18,144,276 July 1 - September 30, 2016 — — — 18,144,276 January 1 - September 30, 2016 133,463 $ 24.37 $ 3,252,653 $ 18,144,276 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in foreign currency translation adjustments were as follows for the three and nine months ended September 30, 2016 and 2015 (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Balance at the beginning of the period $ (13 ) $ 34 $ (30 ) $ 77 Other comprehensive income (loss) before reclassifications (5 ) (38 ) 12 (81 ) Amounts reclassified from other comprehensive income — — — — Net other comprehensive income (loss) (5 ) (38 ) 12 (81 ) Balance at the end of the period $ (18 ) $ (4 ) $ (18 ) $ (4 ) |
CrossAmerica | |
Dividends Payable [Line Items] | |
Dividends Declared [Table Text Block] | Distribution activity for 2016 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) December 31, 2015 February 12, 2016 February 24, 2016 $ 0.5925 $ 20 March 31, 2016 May 19, 2016 May 31, 2016 $ 0.5975 $ 20 June 30, 2016 August 8, 2016 August 15, 2016 $ 0.6025 $ 20 |
Equity-Based Compensation Sched
Equity-Based Compensation Schedule of Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense | We recognized equity-based compensation expense as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Equity-based compensation related to CST $ 2 $ 2 $ 10 $ 10 Equity-based compensation related to CrossAmerica 1 1 3 4 Total equity-based compensation expense $ 3 $ 3 $ 13 $ 14 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Earnings per common share were computed as follows (in millions, except shares outstanding, common equivalent shares and per share amounts): Three Months Ended September 30, 2016 2015 Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 260 $ 85 Less dividends declared: Common stock — 5 Undistributed earnings $ 260 $ 80 Weighted-average common shares outstanding (in thousands) 383 75,684 369 75,565 Earnings per common share Distributed earnings $ — $ — $ 0.06 $ 0.06 Undistributed earnings 3.42 3.42 1.06 1.06 Total earnings per common share $ 3.42 $ 3.42 $ 1.12 $ 1.12 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 260 $ 85 Weighted-average common shares outstanding (in thousands) 75,684 75,565 Common equivalent shares: Stock options (in thousands) 288 102 Restricted stock (in thousands) 2 95 Restricted stock units (in thousands) 189 141 Market share units (in thousands) 58 — Weighted-average common shares outstanding - assuming dilution (in thousands) 76,221 75,903 Earnings per common share - assuming dilution $ 3.41 $ 1.12 Nine Months Ended September 30, 2016 2015 Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 306 $ 124 Less dividends declared: Common stock 10 15 Undistributed earnings $ 296 $ 109 Weighted-average common shares outstanding (in thousands) 407 75,603 360 76,384 Earnings per common share Distributed earnings $ 0.12 $ 0.12 $ 0.18 $ 0.18 Undistributed earnings 3.91 3.91 1.43 1.43 Total earnings per common share $ 4.03 $ 4.03 $ 1.61 $ 1.61 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 306 $ 124 Weighted-average common shares outstanding (in thousands) 75,603 76,384 Common equivalent shares: Stock options (in thousands) 163 122 Restricted stock (in thousands) 54 99 Restricted stock units (in thousands) 174 119 Market share units (in thousands) 59 — Weighted-average common shares outstanding - assuming dilution (in thousands) 76,053 76,724 Earnings per common share - assuming dilution $ 4.02 $ 1.61 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Weighted-average anti-dilutive stock awards (in thousands) 195 712 995 523 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Reportable Segments [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table reflects activity related to our reportable segments (in millions): U.S. Retail Canadian Retail CrossAmerica Corporate Eliminations Fair value adjustments Consolidated Three months ended September 30, 2016: Operating revenues $ 1,637 $ 829 $ 442 $ — $ — $ — $ 2,908 Intersegment revenues — — 47 — (47 ) — — Gross profit 256 95 39 — — — 390 Depreciation, amortization and accretion expense 34 10 13 — — 8 65 Operating income (loss) 418 35 16 (41 ) — (8 ) 420 Three months ended September 30, 2015: Operating revenues $ 1,641 $ 865 $ 586 $ — $ — $ — $ 3,092 Intersegment revenues — — 42 — (42 ) — — Gross profit 286 92 52 — (1 ) — 429 Depreciation, amortization and accretion expense 25 9 13 — — 4 51 Operating income (loss) 136 32 25 (41 ) — (4 ) 148 U.S. Retail Canadian Retail CrossAmerica Corporate Eliminations Fair value adjustments Consolidated Nine months ended September 30, 2016: Operating revenues $ 4,704 $ 2,314 $ 1,238 $ — $ — $ — $ 8,256 Intersegment revenues — — 130 — (130 ) — — Gross profit 706 274 117 — — — 1,097 Depreciation, amortization and accretion expense 98 30 41 — — 23 192 Operating income (loss) 516 88 42 (124 ) — (23 ) 499 Nine months ended September 30, 2015: Operating revenues $ 4,641 $ 2,627 $ 1,646 $ — $ — $ — $ 8,914 Intersegment revenues — — 114 — (114 ) — — Gross profit 648 276 131 — (1 ) — 1,054 Depreciation, amortization and accretion expense 72 28 36 — — 20 156 Operating income (loss) 227 88 45 (128 ) — (20 ) 212 |
Supplemental Cash Flow Inform37
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Cash Flow, Operating Capital | 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): Nine Months Ended September 30, 2016 2015 Decrease (increase): Receivables, net $ (20 ) $ 4 Inventories 12 14 Prepaid expenses and other (8 ) 4 Increase (decrease): Accounts payable (6 ) 5 Accounts payable to related parties 8 — Accounts payable to Valero 16 19 Accrued expenses 6 11 Taxes other than income taxes 9 4 Income taxes payable 93 34 Changes in working capital $ 110 $ 95 |
Schedule of Cash Flow, Supplemental Disclosures | Cash flows related to interest and income taxes were as follows (in millions): Nine Months Ended September 30, 2016 2015 Interest paid in excess of amount capitalized $ 39 $ 33 Income taxes paid $ 21 $ 45 |
Termination Benefits (Tables)
Termination Benefits (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Postemployment Benefits [Abstract] | |
Schedule of Expected Benefit Payments | A rollforward of our liability for severance and other termination benefits is as follows (in millions): Balance at December 31, 2015 $ 9 Provision for termination benefits 2 Termination benefits paid (9 ) Balance at September 30, 2016 $ 2 |
Guarantor Subsidiaries (Tables)
Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Balance Sheet | CONSOLIDATING BALANCE SHEETS (Millions of Dollars) September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 145 $ 44 $ — $ 189 $ 3 $ — $ 192 Restricted cash — 25 — — 25 — — 25 Receivables, net 1 77 63 — 141 35 (11 ) 165 Inventories — 171 56 — 227 13 — 240 Prepaid taxes — — — — — 1 — 1 Prepaid expenses and other — 10 6 — 16 10 — 26 Total current assets 1 428 169 — 598 62 (11 ) 649 Property and equipment, at cost — 2,105 548 — 2,653 815 (1 ) 3,467 Accumulated depreciation — (605 ) (196 ) — (801 ) (84 ) — (885 ) Property and equipment, net — 1,500 352 — 1,852 731 (1 ) 2,582 Intangible assets, net — 31 8 — 39 329 — 368 Goodwill — 229 2 — 231 391 — 622 Investment in subsidiaries 2,737 — — (2,737 ) — — — — Investment in CrossAmerica — 265 — — 265 — (265 ) — Deferred income taxes — — 63 — 63 — — 63 Other assets, net 11 22 5 38 20 (1 ) 57 Total assets $ 2,749 $ 2,475 $ 599 $ (2,737 ) $ 3,086 $ 1,533 $ (278 ) $ 4,341 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase as follows as of September 30, 2016: Property and equipment, net $ 52 Intangibles, net $ 244 Goodwill $ 302 September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of debt and capital lease obligations $ 105 $ 1 $ — $ — $ 106 $ 3 $ — $ 109 Accounts payable — 142 39 — 181 43 (11 ) 213 Accounts payable to Valero (1 ) 97 76 — 172 — — 172 Accrued expenses 12 38 17 — 67 15 — 82 Taxes other than income taxes — 49 1 — 50 11 — 61 Income taxes payable (1 ) 91 3 — 93 — — 93 Total current liabilities 115 418 136 — 669 72 (11 ) 730 Debt and capital lease obligations, less current portion 839 7 5 — 851 506 (1 ) 1,356 Deferred income taxes (1 ) 200 — — 199 53 — 252 Intercompany payables (receivables) 558 (685 ) 127 — — — — — Asset retirement obligations — 85 16 — 101 27 — 128 Other long-term liabilities 12 14 14 — 40 49 — 89 Total liabilities 1,523 39 298 — 1,860 707 (12 ) 2,555 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 635 1,774 63 (1,837 ) 635 — (14 ) 621 Treasury stock (88 ) — — — (88 ) — — (88 ) Retained earnings 696 662 238 (900 ) 696 — — 696 AOCI (18 ) — — — (18 ) — — (18 ) Partners’ capital — — — — — 826 (826 ) — Noncontrolling interest — — — — — — 574 574 Total stockholders’ equity 1,226 2,436 301 (2,737 ) 1,226 826 (266 ) 1,786 Total liabilities and stockholders’ equity $ 2,749 $ 2,475 $ 599 $ (2,737 ) $ 3,086 $ 1,533 $ (278 ) $ 4,341 Deferred taxes and noncontrolling interest for CrossAmerica include $9 million and $589 million , respectively, related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING BALANCE SHEETS (Millions of Dollars) December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 66 $ 247 $ — $ 313 $ 1 $ — $ 314 Receivables, net 2 61 54 — 117 22 (4 ) 135 Inventories — 151 57 — 208 16 — 224 Prepaid taxes — 26 — — 26 1 — 27 Prepaid expenses and other — 6 4 — 10 10 — 20 Total current assets 2 310 362 — 674 50 (4 ) 720 Property and equipment, at cost — 1,780 493 — 2,273 738 (1 ) 3,010 Accumulated depreciation — (574 ) (165 ) — (739 ) (47 ) — (786 ) Property and equipment, net — 1,206 328 — 1,534 691 (1 ) 2,224 Intangible assets, net — 7 12 — 19 340 — 359 Goodwill — 35 2 — 37 383 — 420 Investment in subsidiaries 1,939 — — (1,939 ) — — — — Investment in CrossAmerica — 271 — — 271 — (271 ) — Deferred income taxes — — 63 — 63 — — 63 Other assets, net 15 24 4 — 43 13 (2 ) 54 Total assets $ 1,956 $ 1,853 $ 771 $ (1,939 ) $ 2,641 $ 1,477 $ (278 ) $ 3,840 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase discussed in the Form 10-K for the year ended December 31, 2015. These adjustments were as follows: Property and equipment, net $ 62 Intangibles, net $ 258 Goodwill $ 302 December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of debt and capital lease obligations $ 129 $ 1 $ — $ — $ 130 $ 9 $ — $ 139 Accounts payable 2 105 68 (17 ) 158 32 (4 ) 186 Accounts payable to Valero (1 ) 92 61 — 152 — — 152 Accrued expenses 5 35 15 — 55 16 — 71 Taxes other than income taxes — 31 1 — 32 10 — 42 Income taxes payable — 3 5 17 25 1 — 26 Dividends payable 5 — — — 5 — — 5 Total current liabilities 140 267 150 — 557 68 (4 ) 621 Debt and capital lease obligations, less current portion 874 8 5 — 887 431 (1 ) 1,317 Deferred income taxes — 132 — — 132 54 — 186 Intercompany payables (receivables) (9 ) (353 ) 362 — — — — — Asset retirement obligations — 75 15 — 90 23 — 113 Other long-term liabilities 15 11 13 — 39 19 — 58 Total liabilities 1,020 140 545 — 1,705 595 (5 ) 2,295 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 653 1,334 60 (1,394 ) 653 — (26 ) 627 Treasury stock (87 ) — — — (87 ) — — (87 ) Retained earnings 399 379 166 (545 ) 399 — — 399 AOCI (30 ) — — — (30 ) — — (30 ) Partners’ capital — — — — — 882 (882 ) — Noncontrolling interest — — — — — — 635 635 Total stockholders’ equity 936 1,713 226 (1,939 ) 936 882 (273 ) 1,545 Total liabilities and stockholders’ equity $ 1,956 $ 1,853 $ 771 $ (1,939 ) $ 2,641 $ 1,477 $ (278 ) $ 3,840 Deferred taxes and noncontrolling interest for CrossAmerica include $11 million and $612 million , respectively, related to the consolidation of CrossAmerica with CST as a result of the GP Purchase discussed in Form 10-K for the year ended December 31, 2015. |
Condensed Income Statement | CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Millions of Dollars) Three Months Ended September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,637 $ 829 $ — $ 2,466 $ 489 $ (47 ) $ 2,908 Cost of sales — 1,381 734 — 2,115 450 (47 ) 2,518 Gross profit — 256 95 — 351 39 — 390 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 151 53 — 204 14 (4 ) 214 General and administrative expenses 2 28 5 — 35 6 — 41 Depreciation, amortization and accretion expense — 34 10 — 44 21 (a) — 65 Total operating expenses 2 213 68 — 283 41 (4 ) 320 Gain on the sale of assets, net — 347 3 — 350 — — 350 Operating (loss) income (2 ) 390 30 — 418 2 — 420 Other income, net — 2 (2 ) — — — (1 ) (1 ) Interest expense (10 ) — (1 ) — (11 ) (5 ) — (16 ) Intercompany interest expense 1 — (1 ) — — — — — Equity in earnings of CrossAmerica (1 ) — — — (1 ) — 1 — Equity in earnings of subsidiaries 272 — — (272 ) — — — — Income (loss) before income tax expense 260 392 26 (272 ) 406 (3 ) — 403 Income tax expense — 139 7 — 146 1 — 147 Net income (loss) 260 253 19 (272 ) 260 (4 ) — 256 Net loss attributable to noncontrolling interest — — — — — 3 1 4 Net income (loss) attributable to CST stockholders $ 260 $ 253 $ 19 $ (272 ) $ 260 $ (1 ) $ 1 $ 260 Other comprehensive income (loss), net of tax: Net income (loss) $ 260 $ 253 $ 19 $ (272 ) $ 260 $ (4 ) $ — $ 256 Foreign currency translation adjustment (5 ) — — — (5 ) — — (5 ) Comprehensive income (loss) 255 253 19 (272 ) 255 (4 ) — 251 Comprehensive loss attributable to noncontrolling interests — — — — — (3 ) (1 ) (4 ) Comprehensive income (loss) attributable to CST stockholders $ 255 $ 253 $ 19 $ (272 ) $ 255 $ (1 ) $ (1 ) $ 255 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $8 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (CONTINUED) (Millions of Dollars) Three Months Ended September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,641 $ 865 $ — $ 2,506 $ 628 $ (42 ) $ 3,092 Cost of sales — 1,355 773 — 2,128 576 (41 ) 2,663 Gross profit — 286 92 — 378 52 (1 ) 429 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 125 51 — 176 20 (5 ) 191 General and administrative expenses 1 25 5 — 31 10 — 41 Depreciation, amortization and accretion expense — 25 9 — 34 17 (a) — 51 Total operating expenses 1 175 65 — 241 47 (5 ) 283 Gain on the sale of assets, net — — — — — 2 — 2 Operating (loss) income (1 ) 111 27 — 137 11 — 148 Other income, net (1 ) 2 1 — 2 1 (1 ) 2 Interest expense (9 ) — (1 ) — (10 ) (5 ) — (15 ) Equity in earnings of CrossAmerica 1 — — — 1 — (1 ) — Equity in earnings of subsidiaries 95 — — (95 ) — — — — Income (loss) before income tax expense 85 113 27 (95 ) 130 7 (2 ) 135 Income tax expense (benefit) — 38 7 — 45 — — 45 Net income (loss) 85 75 20 (95 ) 85 7 (2 ) 90 Net loss attributable to noncontrolling interest — — — — — — (5 ) (5 ) Net income (loss) attributable to CST stockholders $ 85 $ 75 $ 20 $ (95 ) $ 85 $ 7 $ (7 ) $ 85 Other comprehensive income (loss), net of tax: Net income (loss) $ 85 $ 75 $ 20 $ (95 ) $ 85 $ 7 $ (2 ) $ 90 Foreign currency translation adjustment (38 ) — — — (38 ) — — (38 ) Comprehensive income (loss) 47 75 20 (95 ) 47 7 (2 ) 52 Comprehensive income attributable to noncontrolling interests — — — — — 5 — 5 Comprehensive income (loss) attributable to CST stockholders $ 47 $ 75 $ 20 $ (95 ) $ 47 $ 2 $ (2 ) $ 47 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $4 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Millions of Dollars) Nine Months Ended September 30, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 4,704 $ 2,314 $ — $ 7,018 $ 1,368 $ (130 ) $ 8,256 Cost of sales — 3,998 2,040 — 6,038 1,251 (130 ) 7,159 Gross profit — 706 274 — 980 117 — 1,097 Income from CST Fuel Supply Equity — — — — — 12 (12 ) — Operating expenses: Operating expenses — 439 160 — 599 46 (12 ) 633 General and administrative expenses 6 87 13 — 106 18 — 124 Depreciation, amortization and accretion expense — 98 30 — 128 64 (a) — 192 Total operating expenses 6 624 203 — 833 128 (12 ) 949 Gain (loss) on the sale of assets, net — 347 4 — 351 — — 351 Operating (loss) income (6 ) 429 75 — 498 1 — 499 Other income, net — 5 10 — 15 — (2 ) 13 Interest expense (33 ) — (1 ) — (34 ) (16 ) — (50 ) Intercompany interest expense 2 — (2 ) — — — — — Equity in earnings of CrossAmerica (3 ) — — — (3 ) — 3 — Equity in earnings of subsidiaries 345 — — (345 ) — — — — Income (loss) before income tax expense 305 434 82 (345 ) 476 (15 ) 1 462 Income tax expense (benefit) (1 ) 151 20 — 170 — — 170 Net income (loss) 306 283 62 (345 ) 306 (15 ) 1 292 Net loss attributable to noncontrolling interest — — — — — 12 2 14 Net income (loss) attributable to CST stockholders $ 306 $ 283 $ 62 $ (345 ) $ 306 $ (3 ) $ 3 $ 306 Other comprehensive loss, net of tax: Net income (loss) $ 306 $ 283 $ 62 $ (345 ) $ 306 $ (15 ) $ 1 $ 292 Foreign currency translation adjustment 12 — — — 12 — — 12 Comprehensive income (loss) 318 283 62 (345 ) 318 (15 ) 1 304 Comprehensive loss attributable to noncontrolling interests — — — — — (12 ) (2 ) (14 ) Comprehensive income (loss) attributable to CST stockholders $ 318 $ 283 $ 62 $ (345 ) $ 318 $ (3 ) $ 3 $ 318 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $23 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (CONTINUED) (Millions of Dollars) Nine Months Ended September 30, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 4,641 $ 2,627 $ — $ 7,268 $ 1,760 $ (114 ) $ 8,914 Cost of sales — 3,993 2,351 — 6,344 1,629 (113 ) 7,860 Gross profit — 648 276 — 924 131 (1 ) 1,054 Income from CST Fuel Supply Equity — — — — — 6 (6 ) — Operating expenses: Operating expenses — 356 160 — 516 58 (7 ) 567 General and administrative expenses 5 81 15 — 101 27 — 128 Depreciation, amortization and accretion expense — 72 28 — 100 56 (a) — 156 Total operating expenses 5 509 203 — 717 141 (7 ) 851 Gain on the sale of assets, net — 7 — — 7 2 — 9 Operating (loss) income (5 ) 146 73 — 214 (2 ) — 212 Other income, net — 4 2 — 6 1 (1 ) 6 Interest expense (29 ) — (1 ) — (30 ) (14 ) — (44 ) Equity in earnings of CrossAmerica — — — — — — — — Equity in earnings of subsidiaries 158 — — (158 ) — — — — Income (loss) before income tax expense 124 150 74 (158 ) 190 (15 ) (1 ) 174 Income tax expense — 46 20 — 66 (7 ) — 59 Net income (loss) 124 104 54 (158 ) 124 (8 ) (1 ) 115 Net loss attributable to noncontrolling interest — — — — — — 9 9 Net income (loss) attributable to CST stockholders $ 124 $ 104 $ 54 $ (158 ) $ 124 $ (8 ) $ 8 $ 124 Other comprehensive income (loss), net of tax: Net income (loss) $ 124 $ 104 $ 54 $ (158 ) $ 124 $ (8 ) $ (1 ) $ 115 Foreign currency translation adjustment (81 ) — — — (81 ) — — (81 ) Comprehensive income (loss) 43 104 54 (158 ) 43 (8 ) (1 ) 34 Comprehensive loss attributable to noncontrolling interests — — — — — (9 ) — (9 ) Comprehensive income (loss) attributable to CST stockholders $ 43 $ 104 $ 54 $ (158 ) $ 43 $ 1 $ (1 ) $ 43 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $20 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. |
Condensed Cash Flow Statement | CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Nine Months Ended September 30, 2016 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 $ (34 ) $ 222 $ 62 $ — $ 250 $ 63 $ (2 ) $ 311 Cash flows from investing activities: Capital expenditures — (209 ) (30 ) — (239 ) (12 ) — (251 ) Proceeds from sale of California and Wyoming stores — 408 — — 408 — — 408 Proceeds from California and Wyoming sale restricted for use — (25 ) — — (25 ) — — (25 ) Proceeds from the sale of assets — — 1 — 1 1 — 2 CST acquisitions — (438 ) — — (438 ) — — (438 ) CrossAmerica acquisitions — — — — — (94 ) — (94 ) CST refund payment to CrossAmerica — (18 ) — — (18 ) 18 — — Cash received from sale of dealer contracts — 3 — — 3 (3 ) — — Other investing activities, net — — — — — — — — Net cash used in investing activities — (279 ) (29 ) — (308 ) (90 ) — (398 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 178 — 178 Payments on the CrossAmerica revolving credit facility — — — — — (82 ) — (82 ) Proceeds under the CST revolving credit facility 402 — — — 402 — — 402 Payments on the CST revolving credit facility (412 ) — — — (412 ) — — (412 ) Debt issuance costs (1 ) — — — (1 ) — — (1 ) Repayment of intercompany payable — — (235 ) 235 — — — — Intercompany loan 235 — — (235 ) — — — — Payments on the CST term loan facility (50 ) — — — (50 ) — — (50 ) Repurchases of common shares and units — — — — — (3 ) — (3 ) Payments of capital lease obligations — (1 ) — — (1 ) (2 ) — (3 ) Dividends paid (15 ) — — — (15 ) — — (15 ) Distributions from CrossAmerica — 12 — — 12 — (12 ) — Distributions paid — — — — — (62 ) 14 (48 ) Intercompany funding (125 ) 125 — — — — — — Net cash provided by (used in) financing activities 34 136 (235 ) — (65 ) 29 2 (34 ) Effect of foreign exchange rate changes on cash — — (1 ) — (1 ) — — (1 ) Net (decrease) increase in cash — 79 (203 ) — (124 ) 2 — (122 ) Cash at beginning of year — 66 247 — 313 1 — 314 Cash at end of period $ — $ 145 $ 44 $ — $ 189 $ 3 $ — $ 192 CONSOLIDATING STATEMENTS OF CASH FLOWS (CONTINUED) (Millions of Dollars) Nine Months Ended September 30, 2015 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 $ (30 ) $ 213 $ 108 $ — $ 291 50 $ (1 ) $ 340 Cash flows from investing activities: Capital expenditures (174 ) (29 ) — (203 ) (7 ) — (210 ) CST acquisitions (22 ) — (22 ) — — (22 ) CrossAmerica acquisitions — — (168 ) — (168 ) Proceeds from the sale of assets — 18 2 — 20 4 — 24 Distributions from CrossAmerica — — (142 ) 142 — Cash received from sale of CST Fuel Supply — 17 — — 17 — (17 ) — Cash received from drop down of NTI to CrossAmerica — 124 — — 124 — (124 ) — IDR Income — 1 — — 1 — (1 ) — Other investing activities, net 1 6 (2 ) — 5 2 — 7 Net cash used in investing activities 1 (30 ) (29 ) — (58 ) (311 ) — (369 ) Cash flows from financing activities: Purchase of CrossAmerica common units — (4 ) — — (4 ) — — (4 ) Proceeds under the CrossAmerica revolving credit — — — — — 335 — 335 Payments on the CrossAmerica revolving credit — — — — — (185 ) — (185 ) Proceeds under the CST revolving credit facility — — — — — — — — Payments on long-term debt (34 ) — — — (34 ) — — (34 ) Proceeds from issuance of CrossAmerica common units, net — — — — — 145 — 145 CST purchases of treasury shares (65 ) — — — (65 ) — — (65 ) Payments of capital lease obligations (1 ) — (1 ) (2 ) — (3 ) Distributions from CrossAmerica — 5 — — 5 — (5 ) — Dividends paid (15 ) — (15 ) — — (15 ) Distributions paid — — — — — (47 ) 6 (41 ) Receivables repaid by CrossAmerica related parties — — — — — 2 — 2 Intercompany funding 143 (143 ) — — — — — — Net cash provided by (used in) financing activities 29 (143 ) — — (114 ) 248 1 135 Effect of foreign exchange rate changes on cash — — (30 ) — (30 ) — — (30 ) Net (decrease) increase in cash — 40 49 — 89 (13 ) — 76 Cash at beginning of year — 148 205 — 353 15 — 368 Cash at end of period $ — $ 188 $ 254 $ — $ 442 $ 2 $ — $ 444 |
Definition of Terms, Descript40
Definition of Terms, Description of Business and Other Disclosures Narrative (Details) - USD ($) $ / shares in Units, $ in Billions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Entity Information [Line Items] | ||||
Business Acquisition, Share Price | $ 48.53 | $ 48.53 | ||
Business Combination, Consideration Transferred | $ 4.4 | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 19.60% | |||
Effective Income Tax Rate Reconciliation, Percent | 36.00% | 33.00% | 37.00% | 34.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||
CST Standalone | ||||
Entity Information [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 36.00% | 36.00% |
Definition of Terms, Descript41
Definition of Terms, Description of Business and Other Disclosures - Concentration Narrative (Details) $ in Billions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Concentration Risk [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 36.00% | 33.00% | 37.00% | 34.00% |
CST Standalone | ||||
Concentration Risk [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 36.00% | 36.00% | ||
Valero | CST Standalone | ||||
Concentration Risk [Line Items] | ||||
Fuel Costs | $ 1.5 | $ 1.7 | $ 4.2 | $ 5 |
Rental Income [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | |||
Lehigh Gas Ohio LLC | Wholesale Distribution Volumes | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | 17.00% | ||
Lehigh Gas Ohio LLC | Rental Income [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 25.00% | 27.00% | ||
CST Brands Inc. | ||||
Concentration Risk [Line Items] | ||||
Number of Stores | 43 | 43 |
Acquisitions and Divestitures C
Acquisitions and Divestitures CST Acquisition of Flash Foods (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||
Revenues | $ 2,908 | $ 3,092 | $ 8,256 | $ 8,914 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 16 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 26 | ||||||
Goodwill, Translation and Purchase Accounting Adjustments | 42 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | 3 | ||||||
Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price, net | $ 425 | 425 | |||||
Business Acquisition, Description of Acquired Entity | 90,000 | ||||||
Revenues | 232 | 599 | |||||
Intangible assets | $ 26 | $ 26 | |||||
Quick Service Restaurant | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Number of Stores | 21 | ||||||
Company Operated Retail Site | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Number of Stores | 165 | ||||||
Real Estate Sites | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Number of Stores | 15 | ||||||
New-to-Industry [Member] | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Number of Stores | 2 | ||||||
Maximum | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||
Trademarks and Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 22 | $ 22 | |||||
Other Intangible Assets | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 4 | $ 4 | |||||
Equipment | Minimum | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||
Equipment | Maximum | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||
Building | Flash Foods | |||||||
Business Acquisition [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 30 years |
Acquisitions and Divestitures43
Acquisitions and Divestitures CrossAmerica Acquistion of State Oil (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Jun. 30, 2016 | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||||
Property and equipment, at cost | $ 3,467 | $ 3,467 | $ 3,010 | ||
CrossAmerica | |||||
Business Acquisition [Line Items] | |||||
Property and equipment, at cost | $ 815 | $ 815 | $ 738 | ||
Total consideration, net of cash acquired | $ 52 | ||||
CrossAmerica | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Number of Stores | 57 | 57 | |||
Purchase price, net | $ 42 | ||||
Business Combination, Acquired Receivables, Fair Value | 3 | $ 3 | |||
Total consideration, net of cash acquired | 42 | 42 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 5 | $ 5 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||
Business Combination, Separately Recognized Transactions, Assets Recognized | $ 2 | $ 2 | |||
CrossAmerica | Fee sites | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Number of Stores | 56 | 56 | |||
CrossAmerica | Leased site | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Number of Stores | 1 | 1 | |||
CrossAmerica | Lessee Dealer | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Number of Stores | 55 | ||||
CrossAmerica | Independent Dealer | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Number of Stores | 25 | 25 | |||
CrossAmerica | Non-fuel retail site | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Number of Stores | 2 | 2 | |||
CrossAmerica | Maximum | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
CrossAmerica | Building | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||
CrossAmerica | Equipment | Minimum | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
CrossAmerica | Equipment | Maximum | State Oil Company | |||||
Business Acquisition [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Acquisitions and Divestitures44
Acquisitions and Divestitures CrossAmerica Acquisition of Franchise Holiday Stationstores (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) | |
Business Acquisition [Line Items] | ||||||
Revenues | $ 2,908 | $ 3,092 | $ 8,256 | $ 8,914 | ||
CrossAmerica | Holiday Stationstores | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 34 | |||||
Asset retirement obligations | $ 1 | |||||
Revenues | $ 29 | $ 58 | ||||
Intangible assets | $ 8 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 29 | |||||
CrossAmerica | Holiday Stationstores | Company Operated Retail Site | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 31 | |||||
Purchase price, net | $ 52 | |||||
CrossAmerica | Holiday Stationstores | Company Operated Liquor Site | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 3 | |||||
CrossAmerica | Holiday Stationstores | WISCONSIN | Company Operated Retail Site | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 31 | |||||
CrossAmerica | Holiday Stationstores | MINNESOTA | Company Operated Retail Site | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 3 | 3 | ||||
CrossAmerica | Holiday Stationstores | Wholesale Fuel Distribution Rights | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Intangible assets | $ 7 | |||||
CrossAmerica | Building | Holiday Stationstores | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||
CrossAmerica | Equipment | Holiday Stationstores | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
CrossAmerica | Equipment | Holiday Stationstores | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Acquisitions and Divestitures F
Acquisitions and Divestitures Finalization of Purchase Accounting with Erickson and Sale of Wholesale Fuel Supply Contracts to CrossAmerica (Details) - CrossAmerica $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Erickson | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | $ 1 |
Independent Dealer | Wholesale Fuel Supply Contracts | |
Business Acquisition [Line Items] | |
Number of Stores | 21 |
Subwholesaler | Wholesale Fuel Supply Contracts | |
Business Acquisition [Line Items] | |
Number of Stores | 11 |
Acquisitions and Divestitures S
Acquisitions and Divestitures Sale of California and Wyoming Assets (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | ||||||
Gain on the sale of assets, net | $ 350 | $ 2 | $ 351 | $ 9 | ||
Business Combination, Consideration Transferred | 4,400 | |||||
Income tax expense | 147 | $ 45 | 170 | $ 59 | ||
Income taxes payable | 93 | 93 | $ 26 | |||
Restricted Cash and Investments, Current | $ 25 | $ 25 | $ 0 | |||
California and Wyoming Stores | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 79 | 79 | ||||
Gain on the sale of assets, net | $ 347 | |||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | 220 | |||||
Business Combination, Consideration Transferred | 408 | |||||
Income tax expense | 127 | |||||
Income taxes payable | $ 88 | $ 88 | ||||
Deferred Tax Liabilities, Tax Deferred Income | 39 | 39 | ||||
Line of Credit Facility, Increase (Decrease), Net | $ 297 | |||||
Restricted Cash and Investments, Current | $ 25 | $ 25 |
Acquisitions and Divestitures47
Acquisitions and Divestitures Assets and Liabilities of Flash Foods Acquired (Details) - Flash Foods - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Current assets (excluding inventories) | $ 13 | |
Inventories | 24 | |
Property and Equipment | 225 | |
Intangible assets | 26 | |
Goodwill | 194 | |
Current liabilities | 31 | |
Asset retirement obligations | 13 | |
Total consideration, net of cash acquired | 438 | |
Net working capital | (7) | |
Assets under construction | 6 | |
Purchase price, net | $ 425 | $ 425 |
Acquisitions and Divestitures48
Acquisitions and Divestitures CrossAmerica acquisition of State Oil (Details) - CrossAmerica - USD ($) $ in Millions | Sep. 30, 2016 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||
Total consideration, net of cash acquired | $ 52 | |
State Oil Company | ||
Business Acquisition [Line Items] | ||
Current assets (excluding inventories) | $ 1 | |
Property and Equipment | 35 | |
Intangible assets | 7 | |
Other noncurrent assets | 3 | |
Current liabilities | 1 | |
Asset retirement obligations | 2 | |
Other long-term liabilities | (1) | |
Total consideration, net of cash acquired | $ 42 |
Acquisitions and Divestitures49
Acquisitions and Divestitures Assets and Liabilities of Holiday Stores Acquired (Details) - CrossAmerica $ in Millions | Mar. 31, 2016USD ($) |
Business Acquisition [Line Items] | |
Total consideration, net of cash acquired | $ 52 |
Holiday Stationstores | |
Business Acquisition [Line Items] | |
Inventories | 4 |
Property and Equipment | 32 |
Intangibles | 8 |
Goodwill | 9 |
Asset retirement obligations | $ 1 |
Acquisitions and Divestitures50
Acquisitions and Divestitures Acquisition - Pro Forma Transactions Occurred - (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | ||||
Revenues | $ 2,943 | $ 3,401 | $ 8,447 | $ 9,959 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 260 | $ 90 | $ 306 | $ 139 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 3.40 | $ 1.18 | $ 4.02 | $ 1.80 |
Inventories Inventories Narrati
Inventories Inventories Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Inventories [Abstract] | ||
Inventory, LIFO Reserve | $ 4 | $ 0 |
Inventories Inventories (Detail
Inventories Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Inventory, LIFO Reserve | $ 4 | $ 0 |
Convenience store merchandise | 159 | 139 |
Motor fuel | 79 | 83 |
Supplies | 2 | 2 |
Inventories | $ 240 | $ 224 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 806 | $ 710 |
Buildings | 889 | 759 |
Equipment | 969 | 876 |
Land improvements and leasehold improvements | 375 | 323 |
Other | 225 | 197 |
Asset retirement obligation | 89 | 78 |
Construction in progress | 114 | 67 |
Property and equipment, at cost | 3,467 | 3,010 |
Accumulated depreciation | (885) | (786) |
Property and equipment, net | $ 2,582 | $ 2,224 |
Goodwill - Changes in Goodwill
Goodwill - Changes in Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | $ 420 |
Acquisitions | 202 |
Balance at December 31, 2016 | 622 |
CrossAmerica | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | 383 |
Acquisitions | 8 |
Balance at December 31, 2016 | 391 |
U.S. | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | 35 |
Acquisitions | 194 |
Balance at December 31, 2016 | 229 |
Canada | |
Goodwill [Line Items] | |
Balance at December 31, 2015 | 2 |
Acquisitions | 0 |
Balance at December 31, 2016 | $ 2 |
Intangible Assets Intangibles (
Intangible Assets Intangibles (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 548 | $ 505 | |
Accumulated Amortization | (180) | (146) | |
Net Carrying Amount | 368 | 359 | |
CrossAmerica | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net Carrying Amount | 329 | 340 | |
U.S. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 34 | 8 | |
Accumulated Amortization | (3) | (1) | |
Net Carrying Amount | 31 | 7 | |
U.S. | Flash Foods Trademarks/Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 22 | 0 | |
Accumulated Amortization | (1) | 0 | |
Net Carrying Amount | 21 | 0 | |
U.S. | Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | [1] | 12 | 8 |
Accumulated Amortization | [1] | (2) | (1) |
Net Carrying Amount | [1] | 10 | 7 |
Canada | Customer lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | [2] | 96 | 92 |
Accumulated Amortization | [2] | (88) | (80) |
Net Carrying Amount | [2] | 8 | 12 |
CrossAmerica | Wholesale fuel supply contracts/rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 401 | 388 | |
Accumulated Amortization | (79) | (56) | |
Net Carrying Amount | 322 | 332 | |
CrossAmerica | CrossAmerica | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 418 | 405 | |
Accumulated Amortization | (89) | (65) | |
Net Carrying Amount | 329 | 340 | |
CrossAmerica | CrossAmerica | Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 5 | 6 | |
Accumulated Amortization | (3) | (4) | |
Net Carrying Amount | 2 | 2 | |
CrossAmerica | CrossAmerica | Below market leases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 12 | 11 | |
Accumulated Amortization | (7) | (5) | |
Net Carrying Amount | 5 | 6 | |
CST Standalone | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 130 | 100 | |
Accumulated Amortization | (91) | (81) | |
Net Carrying Amount | $ 39 | $ 19 | |
[1] | (a)Other consists of fuel supply agreements, franchise agreements, pipeline shipping rights, licenses and permits. | ||
[2] | Our customer lists in our Canadian Retail segment are amortized on a straight-line basis over their remaining life. 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. |
Debt Long-Term Debt (Details)
Debt Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Total consolidated debt and capital lease obligations outstanding | $ 1,465 | $ 1,456 | |
CST Standalone | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Fair Value of Amount Outstanding | [1] | 50 | 60 |
Long-term Debt | [1] | 356 | 406 |
5.00% senior notes due 2023 | [1] | 550 | 550 |
Debt, Long-term and Short-term, Combined Amount | [1] | 956 | 1,016 |
Deferred Finance Costs, Net | [1] | (12) | (14) |
Capital leases | [1] | 12 | 14 |
Total consolidated debt and capital lease obligations outstanding | [1] | 956 | 1,016 |
Debt, Current | 106 | 130 | |
CrossAmerica | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Fair Value of Amount Outstanding | [2] | 455 | 358 |
Other debt | [2] | 1 | 27 |
Debt, Long-term and Short-term, Combined Amount | [2] | 456 | 385 |
Deferred Finance Costs, Net | [2] | (5) | (4) |
Capital leases | [2] | 58 | 59 |
Total consolidated debt and capital lease obligations outstanding | [2] | 509 | 440 |
Debt, Current | $ 3 | $ 9 | |
[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. CST has pledged its equity ownership in CrossAmerica to secure the CST Credit Facility. | ||
[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 Financial Covenants and In
Debt Financial Covenants and Interest Rate (Details) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2016 | Dec. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | |||||
Proceeds from Lines of Credit | $ 178 | $ 335 | |||
Line of Credit Facility, Remaining Borrowing Capacity | 444 | ||||
Other Liabilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from Lines of Credit | $ 1 | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 2.28% | ||||
CrossAmerica | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 57 | ||||
CrossAmerica | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 3.52% | ||||
Minimum | CrossAmerica | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio | 2.75 | ||||
Maximum | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 | ||||
Maximum | Two Quarters Following Closing of Material Acquisition | CrossAmerica | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500 | $ 300 | |||
Debt Instrument, Covenant, Lease Adjusted Leverage Ratio, Maximum | 3.50 | ||||
Debt Instrument, Covenant, Consolidated Fixed Charge Coverage Ratio, Minimum | 1.30 | ||||
Scenario, Forecast | Maximum | CrossAmerica | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 4.50 | ||||
Flash Foods | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from Lines of Credit | $ 307 | ||||
California and Wyoming Stores | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Increase (Decrease), Net | $ 297 |
Debt Rocky Top Purchase Financi
Debt Rocky Top Purchase Financing Arrangement (Details) $ in Millions | Sep. 30, 2016USD ($) | |
CrossAmerica | ||
Debt Instrument [Line Items] | ||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 5 | [1] |
[1] | 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. |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2016USD ($) | Mar. 31, 2016shares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||||||||
CST distributions to CrossAmerica | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Stock-based compensation expense | 13,000,000 | 14,000,000 | ||||||||
Rental Income | 16,000,000 | 14,000,000 | 47,000,000 | 41,000,000 | ||||||
Cost of Services, Environmental Remediation | 300,000 | 400,000 | 1,200,000 | 1,100,000 | ||||||
Leasehold Rent Expense | 200,000 | 100,000 | 400,000 | 200,000 | ||||||
Partners' Capital Account, Units, Converted | shares | 7,525,000 | |||||||||
Lehigh Gas Ohio LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Receivables from DMS | 9,000,000 | 9,000,000 | $ 7,000,000 | |||||||
Chief Executive Officer | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aircraft Rental and Landing Fees | $ 0 | 100,000 | ||||||||
Topper And Entities | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Rental Income | 200,000 | 100,000 | $ 100,000 | $ 200,000 | 400,000 | 300,000 | ||||
Operating Leases, Rent Expense | $ 200,000 | $ 600,000 | 700,000 | |||||||
Partners' Capital Account, Units, Converted | shares | 6,786,499 | |||||||||
Amended and Restated Omnibus Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management fees revenue | $ 8,000,000 | |||||||||
CrossAmerica | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Master lease agreement, terms of contract | 10 years | |||||||||
Lease rate | 7.50% | |||||||||
Purchases under fuel distribution agreement | 21,000,000 | 60,000,000 | 58,000,000 | |||||||
Related party rent expense on retail sites | $ 4,000,000 | $ 13,000,000 | $ 6,000,000 | |||||||
Amounts payable to CrossAmerica | 3,000,000 | $ 3,000,000 | $ 2,000,000 | |||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 17.50% | |||||||||
Partners' Capital Account, Return of Capital | $ 18,000,000 | |||||||||
CST distributions to CrossAmerica | 4,000,000 | $ 4,000,000 | 12,000,000 | $ 6,000,000 | ||||||
Management fees revenue | $ 856,000 | |||||||||
CrossAmerica | Amended and Restated Omnibus Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management fees revenue | 10,000,000 | |||||||||
Stock-based compensation expense | 3,000,000 | |||||||||
Management fee payable | $ 9,000,000 | $ 9,000,000 | ||||||||
CrossAmerica | Wholesale Fuel Supply Contracts | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | $ 3,000,000 | |||||||||
Independent Dealer | CrossAmerica | Wholesale Fuel Supply Contracts | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of Stores | 21 | 21 | ||||||||
Subwholesaler | CrossAmerica | Wholesale Fuel Supply Contracts | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of Stores | 11 | 11 |
Related-Party Transactions Omni
Related-Party Transactions Omnibus Transactions (Details) - shares | 3 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 101,087 | 83,218 | 145,137 | |
Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 110,824 |
Related-Party Transactions IDR
Related-Party Transactions IDR and Common Unit Distribution (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | |||||||
IDRs | $ 0 | ||||||
Common unit distribution | $ (48) | (41) | |||||
CrossAmerica | |||||||
Related Party Transaction [Line Items] | |||||||
IDRs | $ 1 | $ 0 | 2 | 1 | |||
Common unit distribution | (4) | $ (20) | $ (20) | $ (20) | (1) | (12) | (5) |
Total | $ 5 | $ 1 | $ 14 | $ 6 |
Related-Party Transactions Reve
Related-Party Transactions Revenues from fuel sales and rental income from DMS (Details) - Lehigh Gas Ohio LLC - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Revenues from motor fuel sales to DMS | $ 68 | $ 90 | $ 193 | $ 258 |
Rental income from DMS | $ 5 | $ 6 | $ 16 | $ 17 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving credit facility | $ 455 | $ 358 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 1,000 | 1,000 |
Long-term Debt | $ 1,000 | $ 1,000 |
Equity Narrative (Details)
Equity Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Number of units withheld to pay taxes | 42,623 | ||||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ 1,600,000 | ||||||
Proceeds from Equity Method Investment, Dividends or Distributions | $ 0 | ||||||
Subsequent Event | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partners' Capital Account, Units, Treasury Units Purchased | 0 | ||||||
CrossAmerica | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 50,000,000 | 50,000,000 | $ 50,000,000 | ||||
Partners' Capital Account, Treasury Units, Reissued | $ 0 | $ 20,000,000 | |||||
Partners' Capital Account, Units, Treasury Units Purchased | 0 | 20,971 | 112,492 | 133,463 | 804,667 | ||
Average Price Paid per Unit | $ 0 | $ 23.86 | $ 24.47 | $ 24.37 | $ 24.64 |
Equity CST Dividend Activity (D
Equity CST Dividend Activity (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
CST Standalone | ||||
Distribution made by Limited Partner [Line Items] | ||||
Record date | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Payment date | Jul. 15, 2016 | Apr. 15, 2016 | Jan. 15, 2016 | |
Cash distribution (per share) | $ 0.0625 | $ 0.0625 | $ 0.0625 | |
Cash distribution | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |
Quarterly | ||||
Distribution made by Limited Partner [Line Items] | ||||
Dividends | $ 0.0625 |
Equity CrossAmerica Distributio
Equity CrossAmerica Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Nov. 04, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Distribution made by Limited Partner [Line Items] | ||||||||
Cash distribution | $ 48 | $ 41 | ||||||
CrossAmerica | ||||||||
Distribution made by Limited Partner [Line Items] | ||||||||
Record date | Aug. 8, 2016 | May 19, 2016 | Feb. 12, 2016 | |||||
Payment date | Aug. 15, 2016 | May 31, 2016 | Feb. 24, 2016 | |||||
Cash distribution (per unit) | $ 0.6025 | $ 0.5975 | $ 0.5925 | |||||
Cash distribution | $ 4 | $ 20 | $ 20 | $ 20 | $ 1 | $ 12 | $ 5 | |
Subsequent Event | CrossAmerica | ||||||||
Distribution made by Limited Partner [Line Items] | ||||||||
Record date | Nov. 4, 2016 | |||||||
Payment date | Nov. 15, 2016 | |||||||
Cash distribution (per unit) | $ 0.6075 | |||||||
CST Standalone | ||||||||
Distribution made by Limited Partner [Line Items] | ||||||||
Record date | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |||||
Payment date | Jul. 15, 2016 | Apr. 15, 2016 | Jan. 15, 2016 |
Equity CrossAmerica Repurchase
Equity CrossAmerica Repurchase Program (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | |
CrossAmerica | ||||||
Partners' Capital, Stock Repurchase Program, Authorized Amount | $ 25,000,000 | |||||
Partners' Capital Account, Units, Treasury Units Purchased | 0 | 20,971 | 112,492 | 133,463 | 804,667 | |
Average Price Paid per Unit | $ 0 | $ 23.86 | $ 24.47 | $ 24.37 | $ 24.64 | |
Stock Repurchased During Period, Value | $ 0 | $ 500,413 | $ 2,752,240 | $ 3,252,653 | ||
Amount Remaining under the Plan | $ 18,144,276 | $ 18,144,276 | $ 18,644,689 | $ 18,144,276 | $ 18,144,276 | |
Subsequent Event | ||||||
Partners' Capital Account, Units, Treasury Units Purchased | 0 |
Equity Other Comprehensive Inco
Equity Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance at beginning of the period | $ (13) | $ (30) | ||
Other comprehensive income (loss), foreign currency translation adjustment, tax | (5) | $ (38) | 12 | $ (81) |
Other comprehensive income (loss) | (5) | (38) | 12 | (81) |
Balance at end of the period | (18) | (18) | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance at beginning of the period | 34 | 77 | ||
Other comprehensive income (loss), foreign currency translation adjustment, tax | (5) | (38) | 12 | (81) |
Amounts reclassified from other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (5) | (38) | 12 | (81) |
Balance at end of the period | $ (18) | $ (4) | $ (18) | $ (4) |
Equity-Based Compensation Narra
Equity-Based Compensation Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4 | $ 4 | |
CrossAmerica | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1 | 2 | |
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | 2 | $ 3 | |
CST Standalone | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3 | $ 2 |
Equity-Based Compensation Stock
Equity-Based Compensation Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Grants of unit-based awards | ||||
Stock-based compensation expense | $ 3 | $ 3 | $ 13 | $ 14 |
Stock Options and Restricted Stock Units (RSUs) | CrossAmerica | ||||
Grants of unit-based awards | ||||
Stock-based compensation expense | 1 | 1 | 3 | 4 |
Stock Options and Restricted Stock Units (RSUs) | CST Standalone | ||||
Grants of unit-based awards | ||||
Stock-based compensation expense | $ 2 | $ 2 | $ 10 | $ 10 |
Earnings Per Common Share - Ear
Earnings Per Common Share - Earnings Per Share Basic (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income attributable to CST stockholders | $ 260 | $ 85 | $ 306 | $ 124 |
Weighted-average common shares outstanding (in thousands) | 75,684 | 75,565 | 75,603 | 76,384 |
Total earnings per common share | $ 3.42 | $ 1.12 | $ 4.03 | $ 1.61 |
Common Stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income attributable to CST stockholders | $ 260 | $ 85 | $ 306 | $ 124 |
Less dividends declared: Common stock | 0 | 5 | 10 | 15 |
Undistributed earnings | $ 260 | $ 80 | $ 296 | $ 109 |
Weighted-average common shares outstanding (in thousands) | 75,684 | 75,565 | 75,603 | 76,384 |
Earnings per share, distributed earnings | $ 0 | $ 0.06 | $ 0.12 | $ 0.18 |
Earnings per share, undistributed earnings | $ 3.42 | $ 1.06 | $ 3.91 | $ 1.43 |
Restricted stock awards | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted-average common shares outstanding (in thousands) | 383 | 369 | 407 | 360 |
Earnings per share, distributed earnings | $ 0 | $ 0.06 | $ 0.12 | $ 0.18 |
Earnings per share, undistributed earnings | 3.42 | 1.06 | 3.91 | 1.43 |
Total earnings per common share | $ 3.42 | $ 1.12 | $ 4.03 | $ 1.61 |
Earnings Per Common Share - E72
Earnings Per Common Share - Earnings per Share Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income attributable to CST | $ 260 | $ 85 | $ 306 | $ 124 |
Weighted-average common shares outstanding (in thousands) | 75,684 | 75,565 | 75,603 | 76,384 |
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,221 | 75,903 | 76,053 | 76,724 |
Earnings per common share - assuming dilution | $ 3.41 | $ 1.12 | $ 4.02 | $ 1.61 |
Common Stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income attributable to CST | $ 260 | $ 85 | $ 306 | $ 124 |
Weighted-average common shares outstanding (in thousands) | 75,684 | 75,565 | 75,603 | 76,384 |
Stock options (in thousands) | 288 | 102 | 163 | 122 |
Restricted stock (in thousands) | 2 | 95 | 54 | 99 |
Restricted stock units (in thousands) | 189 | 141 | 174 | 119 |
Market share units (in thousands) | 58 | 0 | 59 | 0 |
Earnings Per Common Share - Ant
Earnings Per Common Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted-average anti-dilutive options (in thousands) | 195 | 712 | 995 | 523 |
Segment Information Narrative (
Segment Information Narrative (Details) | 9 Months Ended |
Sep. 30, 2016segments | |
Acquisition [Abstract] | |
Number of Reportable Segments | 3 |
Revenues of immaterial segment | 5.00% |
Segment Information Reportable
Segment Information Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Operating revenues | $ 2,908 | $ 3,092 | $ 8,256 | $ 8,914 |
Gross profit | 390 | 429 | 1,097 | 1,054 |
Depreciation, amortization and accretion expense | 65 | 51 | 192 | 156 |
Operating Income | 420 | 148 | 499 | 212 |
Intersubsegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from Related Parties | (47) | (42) | (114) | |
Gross profit | (1) | (1) | ||
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 1,637 | 1,641 | 4,704 | 4,641 |
Gross profit | 256 | 286 | 706 | 648 |
Depreciation, amortization and accretion expense | 34 | 25 | 98 | 72 |
Operating Income | 418 | 136 | 516 | 227 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 829 | 865 | 2,314 | 2,627 |
Gross profit | 95 | 92 | 274 | 276 |
Depreciation, amortization and accretion expense | 10 | 9 | 30 | 28 |
Operating Income | 35 | 32 | 88 | 88 |
CrossAmerica | ||||
Segment Reporting Information [Line Items] | ||||
Operating revenues | 442 | 586 | 1,238 | 1,646 |
Revenue from Related Parties | 47 | 42 | 130 | 114 |
Gross profit | 39 | 52 | 117 | 131 |
Depreciation, amortization and accretion expense | 13 | 13 | 41 | 36 |
Operating Income | 16 | 25 | 42 | 45 |
CrossAmerica | Fair Value Adjustments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, amortization and accretion expense | 20 | |||
Operating Income | (8) | (4) | (23) | (20) |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income | $ (41) | $ (41) | $ (124) | $ (128) |
Supplemental Cash Flow Inform76
Supplemental Cash Flow Information - Changes in Current Assets and Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Decrease (Increase) in Operating Assets: | ||
Receivables, net | $ (20) | $ 4 |
Inventories | 12 | 14 |
Prepaid expenses and other | (8) | 4 |
Increase (Decrease) in Operating Liabilities [Abstract] | ||
Accounts payable | (6) | 5 |
Accounts payable to related parties | 8 | 0 |
Accounts payable to Valero | 16 | 19 |
Accrued expenses | 6 | 11 |
Taxes other than income taxes | 9 | 4 |
Income taxes payable | 93 | 34 |
Changes in working capital | $ 110 | $ 95 |
Supplemental Cash Flow Inform77
Supplemental Cash Flow Information - Interest and Taxes Paid (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid in excess of amount capitalized | $ 39 | $ 33 |
Income Taxes Paid | $ 21 | $ 45 |
Termination Benefits Terminatio
Termination Benefits Termination Liability (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | ||
Balance at December 31, 2015 | $ 2 | $ 9 |
Provision for termination benefits (included in general and administrative expenses) | 2 | |
Termination benefits paid | $ (9) |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Quarterly Financial Data [Abstract] | ||||
Revenues | $ 2,908 | $ 3,092 | $ 8,256 | $ 8,914 |
Gross profit | 390 | 429 | 1,097 | 1,054 |
Operating Income | 420 | 148 | 499 | 212 |
Consolidated net income | $ 256 | $ 90 | $ 292 | $ 115 |
Basic earnings per common share | $ 3.42 | $ 1.12 | $ 4.03 | $ 1.61 |
Earnings Per Share, Diluted | $ 3.41 | $ 1.12 | $ 4.02 | $ 1.61 |
Guarantor Subsidiaries - Narrat
Guarantor Subsidiaries - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Property and equipment, net | $ 2,582 | $ 2,224 |
Intangible assets, net | 368 | 359 |
Goodwill | 622 | 420 |
Deferred income taxes | 252 | 186 |
Noncontrolling interest | 574 | 635 |
CrossAmerica | ||
Property and equipment, net | 731 | 691 |
Intangible assets, net | 329 | 340 |
Goodwill | 391 | 383 |
Deferred income taxes | 53 | 54 |
Noncontrolling interest | 0 | 0 |
Reportable Legal Entities | CrossAmerica | ||
Property and equipment, net | 731 | 691 |
Intangible assets, net | 329 | 340 |
Goodwill | 391 | 383 |
Deferred income taxes | 53 | 54 |
Noncontrolling interest | 0 | 0 |
CrossAmerica | CrossAmerica | ||
Intangible assets, net | 329 | 340 |
Acquisition-related Costs | Reportable Legal Entities | CrossAmerica | ||
Property and equipment, net | 52 | 62 |
Intangible assets, net | 244 | 258 |
Goodwill | 302 | 302 |
Deferred income taxes | 9 | 11 |
Noncontrolling interest | $ 589 | $ 612 |
Guarantor Subsidiaries - Consol
Guarantor Subsidiaries - Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | |||||
Cash | $ 192 | $ 314 | $ 444 | $ 368 | |
Restricted Cash and Investments, Current | 25 | 0 | |||
Receivables, net | 165 | 135 | |||
Inventories | 240 | 224 | |||
Prepaid Taxes | 1 | 27 | |||
Prepaid expenses and other | 26 | 20 | |||
Total current assets | 649 | 720 | |||
Property and equipment, at cost | 3,467 | 3,010 | |||
Accumulated depreciation | (885) | (786) | |||
Property and equipment, net | 2,582 | 2,224 | |||
Intangible assets, net | 368 | 359 | |||
Goodwill | 622 | 420 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 63 | 63 | |||
Other assets, net | 57 | 54 | |||
Total assets | 4,341 | 3,840 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 109 | 139 | |||
Accounts payable | 213 | 186 | |||
Accounts payable to Valero | 172 | 152 | |||
Accrued expenses | 82 | 71 | |||
Taxes other than income taxes | 61 | 42 | |||
Income taxes payable | 93 | 26 | |||
Dividends payable | 0 | 5 | |||
Total current liabilities | 730 | 621 | |||
Debt and capital lease obligations, less current portion | 1,356 | 1,317 | |||
Deferred income taxes | 252 | 186 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 128 | 113 | |||
Other long-term liabilities | 89 | 58 | |||
Total liabilities | 2,555 | 2,295 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 1 | 1 | |||
APIC | (621) | (627) | |||
Treasury stock | (88) | (87) | |||
Retained earnings | 696 | 399 | |||
AOCI | 18 | $ 13 | 30 | ||
Partners' Capital | 0 | 0 | |||
Noncontrolling interest | 574 | 635 | |||
Total stockholders' equity | 1,786 | 1,545 | |||
Total liabilities and stockholders’ equity | 4,341 | 3,840 | |||
CST Standalone | |||||
Current assets: | |||||
Intangible assets, net | 39 | 19 | |||
CrossAmerica | |||||
Current assets: | |||||
Cash | 3 | 1 | |||
Receivables, net | 32 | 18 | |||
Inventories | 13 | 16 | |||
Prepaid Taxes | 1 | 1 | |||
Prepaid expenses and other | 10 | 10 | |||
Assets held-for-sale, net | 0 | 0 | |||
Total current assets | 59 | 46 | |||
Property and equipment, at cost | 815 | 738 | |||
Accumulated depreciation | (84) | (47) | |||
Property and equipment, net | 731 | 691 | |||
Intangible assets, net | 329 | 340 | |||
Goodwill | 391 | 383 | |||
Other assets, net | 19 | 11 | |||
Total assets | 1,529 | 1,471 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 3 | 9 | |||
Accounts payable | 40 | 28 | |||
Accrued expenses | 15 | 16 | |||
Taxes other than income taxes | 11 | 10 | |||
Income taxes payable | 0 | 1 | |||
Deferred income taxes | 0 | 0 | |||
Total current liabilities | 69 | 64 | |||
Debt and capital lease obligations, less current portion | 506 | 431 | |||
Deferred income taxes | 53 | 54 | |||
Asset retirement obligations | 27 | 23 | |||
Other long-term liabilities | 49 | 19 | |||
Total liabilities | 704 | 591 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Partners' Capital | 825 | 880 | |||
General Partners' Capital Account | 0 | 0 | |||
Noncontrolling interest | 0 | 0 | |||
Total liabilities and stockholders’ equity | 1,529 | 1,471 | |||
Corporate, Non-Segment | Parent Company | |||||
Current assets: | |||||
Cash | 0 | 0 | 0 | 0 | |
Restricted Cash and Investments, Current | 0 | ||||
Receivables, net | 1 | 2 | |||
Inventories | 0 | 0 | |||
Prepaid Taxes | 0 | 0 | |||
Prepaid expenses and other | 0 | 0 | |||
Total current assets | 1 | 2 | |||
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 | 2,737 | 1,939 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 11 | 15 | |||
Total assets | 2,749 | 1,956 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 105 | 129 | |||
Accounts payable | 0 | 2 | |||
Accounts payable to Valero | (1) | (1) | |||
Accrued expenses | 12 | 5 | |||
Taxes other than income taxes | 0 | 0 | |||
Income taxes payable | (1) | 0 | |||
Dividends payable | 5 | ||||
Total current liabilities | 115 | 140 | |||
Debt and capital lease obligations, less current portion | 839 | 874 | |||
Deferred income taxes | (1) | 0 | |||
Intercompany payables (receivables) | 558 | (9) | |||
Asset retirement obligations | 0 | 0 | |||
Other long-term liabilities | 12 | 15 | |||
Total liabilities | 1,523 | 1,020 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 1 | 1 | |||
APIC | (635) | (653) | |||
Treasury stock | (88) | (87) | |||
Retained earnings | 696 | 399 | |||
AOCI | 18 | 30 | |||
Partners' Capital | 0 | 0 | |||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 1,226 | 936 | |||
Total liabilities and stockholders’ equity | 2,749 | 1,956 | |||
Reportable Legal Entities | Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash | 145 | 66 | 188 | 148 | |
Restricted Cash and Investments, Current | 25 | ||||
Receivables, net | 77 | 61 | |||
Inventories | 171 | 151 | |||
Prepaid Taxes | 0 | 26 | |||
Prepaid expenses and other | 10 | 6 | |||
Total current assets | 428 | 310 | |||
Property and equipment, at cost | 2,105 | 1,780 | |||
Accumulated depreciation | (605) | (574) | |||
Property and equipment, net | 1,500 | 1,206 | |||
Intangible assets, net | 31 | 7 | |||
Goodwill | 229 | 35 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 265 | 271 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 22 | 24 | |||
Total assets | 2,475 | 1,853 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 1 | 1 | |||
Accounts payable | 142 | 105 | |||
Accounts payable to Valero | 97 | 92 | |||
Accrued expenses | 38 | 35 | |||
Taxes other than income taxes | 49 | 31 | |||
Income taxes payable | 91 | 3 | |||
Dividends payable | 0 | ||||
Total current liabilities | 418 | 267 | |||
Debt and capital lease obligations, less current portion | 7 | 8 | |||
Deferred income taxes | 200 | 132 | |||
Intercompany payables (receivables) | (685) | (353) | |||
Asset retirement obligations | 85 | 75 | |||
Other long-term liabilities | 14 | 11 | |||
Total liabilities | 39 | 140 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 0 | 0 | |||
APIC | (1,774) | (1,334) | |||
Treasury stock | 0 | 0 | |||
Retained earnings | 662 | 379 | |||
AOCI | 0 | 0 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 2,436 | 1,713 | |||
Total liabilities and stockholders’ equity | 2,475 | 1,853 | |||
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash | 44 | 247 | 254 | 205 | |
Restricted Cash and Investments, Current | 0 | ||||
Receivables, net | 63 | 54 | |||
Inventories | 56 | 57 | |||
Prepaid Taxes | 0 | 0 | |||
Prepaid expenses and other | 6 | 4 | |||
Total current assets | 169 | 362 | |||
Property and equipment, at cost | 548 | 493 | |||
Accumulated depreciation | (196) | (165) | |||
Property and equipment, net | 352 | 328 | |||
Intangible assets, net | 8 | 12 | |||
Goodwill | 2 | 2 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 63 | 63 | |||
Other assets, net | 5 | 4 | |||
Total assets | 599 | 771 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 0 | 0 | |||
Accounts payable | 39 | 68 | |||
Accounts payable to Valero | 76 | 61 | |||
Accrued expenses | 17 | 15 | |||
Taxes other than income taxes | 1 | 1 | |||
Income taxes payable | 3 | 5 | |||
Dividends payable | 0 | ||||
Total current liabilities | 136 | 150 | |||
Debt and capital lease obligations, less current portion | 5 | 5 | |||
Deferred income taxes | 0 | 0 | |||
Intercompany payables (receivables) | 127 | 362 | |||
Asset retirement obligations | 16 | 15 | |||
Other long-term liabilities | 14 | 13 | |||
Total liabilities | 298 | 545 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 0 | 0 | |||
APIC | (63) | (60) | |||
Treasury stock | 0 | 0 | |||
Retained earnings | 238 | 166 | |||
AOCI | 0 | 0 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 301 | 226 | |||
Total liabilities and stockholders’ equity | 599 | 771 | |||
Reportable Legal Entities | CST Standalone | |||||
Current assets: | |||||
Cash | 189 | 313 | 442 | 353 | |
Restricted Cash and Investments, Current | 25 | ||||
Receivables, net | 141 | 117 | |||
Inventories | 227 | 208 | |||
Prepaid Taxes | 0 | 26 | |||
Prepaid expenses and other | 16 | 10 | |||
Total current assets | 598 | 674 | |||
Property and equipment, at cost | 2,653 | 2,273 | |||
Accumulated depreciation | (801) | (739) | |||
Property and equipment, net | 1,852 | 1,534 | |||
Intangible assets, net | 39 | 19 | |||
Goodwill | 231 | 37 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 265 | 271 | |||
Deferred income taxes | 63 | 63 | |||
Other assets, net | 38 | 43 | |||
Total assets | 3,086 | 2,641 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 106 | 130 | |||
Accounts payable | 181 | 158 | |||
Accounts payable to Valero | 172 | 152 | |||
Accrued expenses | 67 | 55 | |||
Taxes other than income taxes | 50 | 32 | |||
Income taxes payable | 93 | 25 | |||
Dividends payable | 5 | ||||
Total current liabilities | 669 | 557 | |||
Debt and capital lease obligations, less current portion | 851 | 887 | |||
Deferred income taxes | 199 | 132 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 101 | 90 | |||
Other long-term liabilities | 40 | 39 | |||
Total liabilities | 1,860 | 1,705 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 1 | 1 | |||
APIC | (635) | (653) | |||
Treasury stock | (88) | (87) | |||
Retained earnings | 696 | 399 | |||
AOCI | 18 | 30 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 1,226 | 936 | |||
Total liabilities and stockholders’ equity | 3,086 | 2,641 | |||
Reportable Legal Entities | CrossAmerica | |||||
Current assets: | |||||
Cash | 3 | 1 | 2 | 15 | |
Restricted Cash and Investments, Current | 0 | ||||
Receivables, net | 35 | 22 | |||
Inventories | 13 | 16 | |||
Prepaid Taxes | 1 | 1 | |||
Prepaid expenses and other | 10 | 10 | |||
Total current assets | 62 | 50 | |||
Property and equipment, at cost | 815 | 738 | |||
Accumulated depreciation | (84) | (47) | |||
Property and equipment, net | 731 | 691 | |||
Intangible assets, net | 329 | 340 | |||
Goodwill | 391 | 383 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 20 | 13 | |||
Total assets | 1,533 | 1,477 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 3 | 9 | |||
Accounts payable | 43 | 32 | |||
Accounts payable to Valero | 0 | 0 | |||
Accrued expenses | 15 | 16 | |||
Taxes other than income taxes | 11 | 10 | |||
Income taxes payable | 1 | ||||
Dividends payable | 0 | ||||
Total current liabilities | 72 | 68 | |||
Debt and capital lease obligations, less current portion | 506 | 431 | |||
Deferred income taxes | 53 | 54 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 27 | 23 | |||
Other long-term liabilities | 49 | 19 | |||
Total liabilities | 707 | 595 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 0 | 0 | |||
APIC | 0 | 0 | |||
Treasury stock | 0 | 0 | |||
Retained earnings | 0 | 0 | |||
AOCI | 0 | 0 | |||
Partners' Capital | 826 | 882 | |||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 826 | 882 | |||
Total liabilities and stockholders’ equity | 1,533 | 1,477 | |||
CST Eliminations | |||||
Current assets: | |||||
Cash | 0 | 0 | 0 | 0 | |
Restricted Cash and Investments, Current | 0 | ||||
Receivables, net | 0 | 0 | |||
Inventories | 0 | 0 | |||
Prepaid Taxes | 0 | 0 | |||
Prepaid expenses and other | 0 | 0 | |||
Total current assets | 0 | 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 | (2,737) | (1,939) | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 0 | ||||
Total assets | (2,737) | (1,939) | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 0 | 0 | |||
Accounts payable | 0 | (17) | |||
Accounts payable to Valero | 0 | 0 | |||
Accrued expenses | 0 | 0 | |||
Taxes other than income taxes | 0 | 0 | |||
Income taxes payable | 0 | 17 | |||
Dividends payable | 0 | ||||
Total current liabilities | 0 | 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 | 0 | 0 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 0 | 0 | |||
APIC | 1,837 | 1,394 | |||
Treasury stock | 0 | 0 | |||
Retained earnings | (900) | (545) | |||
AOCI | 0 | 0 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | (2,737) | (1,939) | |||
Total liabilities and stockholders’ equity | (2,737) | (1,939) | |||
Eliminations | |||||
Current assets: | |||||
Cash | 0 | 0 | $ 0 | $ 0 | |
Restricted Cash and Investments, Current | 0 | ||||
Receivables, net | (11) | (4) | |||
Inventories | 0 | 0 | |||
Prepaid Taxes | 0 | 0 | |||
Prepaid expenses and other | 0 | 0 | |||
Total current assets | (11) | (4) | |||
Property and equipment, at cost | (1) | (1) | |||
Accumulated depreciation | 0 | 0 | |||
Property and equipment, net | (1) | (1) | |||
Intangible assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | (265) | (271) | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | (1) | (2) | |||
Total assets | (278) | (278) | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 0 | 0 | |||
Accounts payable | (11) | (4) | |||
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 | ||||
Total current liabilities | (11) | (4) | |||
Debt and capital lease obligations, less current portion | (1) | (1) | |||
Deferred income taxes | 0 | 0 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 0 | 0 | |||
Other long-term liabilities | 0 | 0 | |||
Total liabilities | (12) | (5) | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 0 | 0 | |||
APIC | 14 | 26 | |||
Treasury stock | 0 | 0 | |||
Retained earnings | 0 | 0 | |||
AOCI | 0 | 0 | |||
Partners' Capital | (826) | (882) | |||
Noncontrolling interest | 574 | 635 | |||
Total stockholders' equity | (266) | (273) | |||
Total liabilities and stockholders’ equity | (278) | (278) | |||
Acquisition-related Costs | Reportable Legal Entities | CrossAmerica | |||||
Current assets: | |||||
Property and equipment, net | 52 | 62 | |||
Intangible assets, net | 244 | 258 | |||
Goodwill | 302 | 302 | |||
Current liabilities: | |||||
Deferred income taxes | 9 | 11 | |||
Shareholders’ equity: | |||||
Noncontrolling interest | $ 589 | $ 612 |
Guarantor Subsidiaries - Cons82
Guarantor Subsidiaries - Consolidating Income Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | $ 2,908 | $ 3,092 | $ 8,256 | $ 8,914 | ||||
Cost of sales | 2,518 | 2,663 | 7,159 | 7,860 | ||||
Gross profit | 390 | 429 | 1,097 | 1,054 | ||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 | ||||
Operating expenses: | ||||||||
Operating expenses | 214 | 191 | 633 | 567 | ||||
General and administrative expenses | 41 | 41 | 124 | 128 | ||||
Depreciation, amortization and accretion expense | 65 | 51 | 192 | 156 | ||||
Total operating expenses | 320 | 283 | 949 | 851 | ||||
Gain on the sale of assets, net | 350 | 2 | 351 | 9 | ||||
Operating Income (Loss) | 420 | 148 | 499 | 212 | ||||
Other income, net | (1) | 2 | 13 | 6 | ||||
Interest expense | (16) | (15) | (50) | (44) | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | 0 | 0 | ||||||
Equity in earnings of CrossAmerica and IDRs | 0 | 0 | 0 | |||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Income (loss) before income tax expense | 403 | 135 | 462 | 174 | ||||
Income tax expense | 147 | 45 | 170 | 59 | ||||
Net income (loss) | 256 | 90 | 292 | 115 | ||||
Net income (loss) attributable to noncontrolling interest | 4 | (5) | 14 | 9 | ||||
Net income (loss) attributable to CST stockholders | 260 | 85 | 306 | 124 | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | 256 | 90 | 292 | 115 | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | (5) | (38) | 12 | (81) | ||||
Comprehensive income (loss) | 251 | 52 | 304 | 34 | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | 4 | (5) | 14 | 9 | ||||
Comprehensive income attributable to CST stockholders | 255 | 47 | 318 | 43 | ||||
CrossAmerica | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Income (Loss) from Equity Method Investments | 4 | 4 | 12 | 6 | ||||
Corporate, Non-Segment | Parent Company | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | 0 | 0 | 0 | 0 | ||||
Cost of sales | 0 | 0 | 0 | 0 | ||||
Gross profit | 0 | 0 | 0 | 0 | ||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 | ||||
Operating expenses: | ||||||||
Operating expenses | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | 2 | 1 | 6 | 5 | ||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | 0 | ||||
Total operating expenses | 2 | 1 | 6 | 5 | ||||
Gain on the sale of assets, net | 0 | 0 | 0 | 0 | ||||
Operating Income (Loss) | (2) | (1) | (6) | (5) | ||||
Other income, net | 0 | (1) | 0 | 0 | ||||
Interest expense | (10) | (9) | (33) | (29) | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | 1 | 2 | ||||||
Equity in earnings of CrossAmerica and IDRs | (1) | 1 | (3) | |||||
Equity in earnings of subsidiaries | 272 | 95 | 345 | 158 | ||||
Income (loss) before income tax expense | 260 | 85 | 305 | 124 | ||||
Income tax expense | 0 | 0 | (1) | 0 | ||||
Net income (loss) | 260 | 85 | 306 | 124 | ||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Net income (loss) attributable to CST stockholders | 260 | 85 | 306 | 124 | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | 260 | 85 | 306 | 124 | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | (5) | (38) | 12 | (81) | ||||
Comprehensive income (loss) | 255 | 47 | 318 | 43 | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Comprehensive income attributable to CST stockholders | 255 | 47 | 318 | 43 | ||||
Reportable Legal Entities | Guarantor Subsidiaries | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | 1,637 | 1,641 | 4,704 | 4,641 | ||||
Cost of sales | 1,381 | 1,355 | 3,998 | 3,993 | ||||
Gross profit | 256 | 286 | 706 | 648 | ||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 | ||||
Operating expenses: | ||||||||
Operating expenses | 151 | 125 | 439 | 356 | ||||
General and administrative expenses | 28 | 25 | 87 | 81 | ||||
Depreciation, amortization and accretion expense | 34 | 25 | 98 | 72 | ||||
Total operating expenses | 213 | 175 | 624 | 509 | ||||
Gain on the sale of assets, net | 347 | 0 | 347 | 7 | ||||
Operating Income (Loss) | 390 | 111 | 429 | 146 | ||||
Other income, net | 2 | 2 | 5 | 4 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | 0 | 0 | ||||||
Equity in earnings of CrossAmerica and IDRs | 0 | 0 | 0 | |||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Income (loss) before income tax expense | 392 | 113 | 434 | 150 | ||||
Income tax expense | 139 | 38 | 151 | 46 | ||||
Net income (loss) | 253 | 75 | 283 | 104 | ||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Net income (loss) attributable to CST stockholders | 253 | 75 | 283 | 104 | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | 253 | 75 | 283 | 104 | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | 0 | 0 | 0 | 0 | ||||
Comprehensive income (loss) | 253 | 75 | 283 | 104 | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Comprehensive income attributable to CST stockholders | 253 | 75 | 283 | 104 | ||||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | 829 | 865 | 2,314 | 2,627 | ||||
Cost of sales | 734 | 773 | 2,040 | 2,351 | ||||
Gross profit | 95 | 92 | 274 | 276 | ||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 | ||||
Operating expenses: | ||||||||
Operating expenses | 53 | 51 | 160 | 160 | ||||
General and administrative expenses | 5 | 5 | 13 | 15 | ||||
Depreciation, amortization and accretion expense | 10 | 9 | 30 | 28 | ||||
Total operating expenses | 68 | 65 | 203 | 203 | ||||
Gain on the sale of assets, net | 3 | 0 | 4 | 0 | ||||
Operating Income (Loss) | 30 | 27 | 75 | 73 | ||||
Other income, net | (2) | 1 | 10 | 2 | ||||
Interest expense | (1) | (1) | (1) | (1) | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | (1) | (2) | ||||||
Equity in earnings of CrossAmerica and IDRs | 0 | 0 | 0 | |||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Income (loss) before income tax expense | 26 | 27 | 82 | 74 | ||||
Income tax expense | 7 | 7 | 20 | 20 | ||||
Net income (loss) | 19 | 20 | 62 | 54 | ||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Net income (loss) attributable to CST stockholders | 19 | 20 | 62 | 54 | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | 19 | 20 | 62 | 54 | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | 0 | 0 | 0 | 0 | ||||
Comprehensive income (loss) | 19 | 20 | 62 | 54 | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Comprehensive income attributable to CST stockholders | 19 | 20 | 62 | 54 | ||||
Reportable Legal Entities | CST Standalone | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | 2,466 | 2,506 | 7,018 | 7,268 | ||||
Cost of sales | 2,115 | 2,128 | 6,038 | 6,344 | ||||
Gross profit | 351 | 378 | 980 | 924 | ||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 | ||||
Operating expenses: | ||||||||
Operating expenses | 204 | 176 | 599 | 516 | ||||
General and administrative expenses | 35 | 31 | 106 | 101 | ||||
Depreciation, amortization and accretion expense | 44 | 34 | 128 | 100 | ||||
Total operating expenses | 283 | 241 | 833 | 717 | ||||
Gain on the sale of assets, net | 350 | 0 | 351 | 7 | ||||
Operating Income (Loss) | 418 | 137 | 498 | 214 | ||||
Other income, net | 0 | 2 | 15 | 6 | ||||
Interest expense | (11) | (10) | (34) | (30) | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | 0 | 0 | ||||||
Equity in earnings of CrossAmerica and IDRs | (1) | 1 | (3) | |||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Income (loss) before income tax expense | 406 | 130 | 476 | 190 | ||||
Income tax expense | 146 | 45 | 170 | 66 | ||||
Net income (loss) | 260 | 85 | 306 | 124 | ||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Net income (loss) attributable to CST stockholders | 260 | 85 | 306 | 124 | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | 260 | 85 | 306 | 124 | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | (5) | (38) | 12 | (81) | ||||
Comprehensive income (loss) | 255 | 47 | 318 | 43 | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Comprehensive income attributable to CST stockholders | 255 | 47 | 318 | 43 | ||||
Reportable Legal Entities | CrossAmerica | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | 489 | 628 | 1,368 | 1,760 | ||||
Cost of sales | 450 | 576 | 1,251 | 1,629 | ||||
Gross profit | 39 | 52 | 117 | 131 | ||||
Income (Loss) from Equity Method Investments | 4 | 4 | 12 | 6 | ||||
Operating expenses: | ||||||||
Operating expenses | 14 | 20 | 46 | 58 | ||||
General and administrative expenses | 6 | 10 | 18 | 27 | ||||
Depreciation, amortization and accretion expense | 21 | [1] | 17 | [2] | 64 | [3] | 56 | [4] |
Total operating expenses | 41 | 47 | 128 | 141 | ||||
Gain on the sale of assets, net | 0 | 2 | 0 | 2 | ||||
Operating Income (Loss) | 2 | 11 | 1 | (2) | ||||
Other income, net | 0 | 1 | 0 | 1 | ||||
Interest expense | (5) | (5) | (16) | (14) | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | 0 | 0 | ||||||
Equity in earnings of CrossAmerica and IDRs | 0 | 0 | 0 | |||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Income (loss) before income tax expense | (3) | 7 | (15) | (15) | ||||
Income tax expense | 1 | 0 | 0 | (7) | ||||
Net income (loss) | (4) | 7 | (15) | (8) | ||||
Net income (loss) attributable to noncontrolling interest | 3 | 0 | 12 | 0 | ||||
Net income (loss) attributable to CST stockholders | (1) | 7 | (3) | (8) | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | (4) | 7 | (15) | (8) | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | 0 | 0 | 0 | 0 | ||||
Comprehensive income (loss) | (4) | 7 | (15) | (8) | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | 3 | (5) | 12 | 9 | ||||
Comprehensive income attributable to CST stockholders | (1) | 2 | (3) | 1 | ||||
CST Eliminations | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | 0 | 0 | 0 | 0 | ||||
Cost of sales | 0 | 0 | 0 | 0 | ||||
Gross profit | 0 | 0 | 0 | 0 | ||||
Income (Loss) from Equity Method Investments | 0 | 0 | 0 | 0 | ||||
Operating expenses: | ||||||||
Operating expenses | 0 | 0 | 0 | 0 | ||||
General and administrative expenses | 0 | 0 | 0 | 0 | ||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | 0 | ||||
Total operating expenses | 0 | 0 | 0 | 0 | ||||
Gain on the sale of assets, net | 0 | 0 | 0 | 0 | ||||
Operating Income (Loss) | 0 | 0 | 0 | 0 | ||||
Other income, net | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | 0 | 0 | ||||||
Equity in earnings of CrossAmerica and IDRs | 0 | 0 | 0 | |||||
Equity in earnings of subsidiaries | (272) | (95) | (345) | (158) | ||||
Income (loss) before income tax expense | (272) | (95) | (345) | (158) | ||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
Net income (loss) | (272) | (95) | (345) | (158) | ||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Net income (loss) attributable to CST stockholders | (272) | (95) | (345) | (158) | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | (272) | (95) | (345) | (158) | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | 0 | 0 | 0 | 0 | ||||
Comprehensive income (loss) | (272) | (95) | (345) | (158) | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Comprehensive income attributable to CST stockholders | (272) | (95) | (345) | (158) | ||||
Eliminations | ||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Operating revenues | (47) | (42) | (130) | (114) | ||||
Cost of sales | (47) | (41) | (130) | (113) | ||||
Gross profit | 0 | (1) | 0 | (1) | ||||
Income (Loss) from Equity Method Investments | (4) | (4) | (12) | (6) | ||||
Operating expenses: | ||||||||
Operating expenses | (4) | (5) | (12) | (7) | ||||
General and administrative expenses | 0 | 0 | 0 | 0 | ||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | 0 | ||||
Total operating expenses | (4) | (5) | (12) | (7) | ||||
Gain on the sale of assets, net | 0 | 0 | 0 | 0 | ||||
Operating Income (Loss) | 0 | 0 | 0 | 0 | ||||
Other income, net | (1) | (1) | (2) | (1) | ||||
Interest expense | 0 | 0 | 0 | 0 | ||||
Variable Interest Entity, Measure of Activity, Operating Income or Loss | 0 | |||||||
Intercompany interest expense | 0 | 0 | ||||||
Equity in earnings of CrossAmerica and IDRs | 1 | (1) | 3 | |||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Income (loss) before income tax expense | 0 | (2) | 1 | (1) | ||||
Income tax expense | 0 | |||||||
Net income (loss) | 0 | (2) | 1 | (1) | ||||
Net income (loss) attributable to noncontrolling interest | 1 | (5) | 2 | 9 | ||||
Net income (loss) attributable to CST stockholders | 1 | (7) | 3 | 8 | ||||
Other comprehensive income (loss): | ||||||||
Net income (loss) | 0 | (2) | 1 | (1) | ||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | 0 | 0 | 0 | 0 | ||||
Comprehensive income (loss) | 0 | (2) | 1 | (1) | ||||
Comprehensive Income (loss) attributable to noncontrolling interest | (1) | 0 | 2 | 0 | ||||
Comprehensive income attributable to CST stockholders | (1) | (2) | 3 | $ (1) | ||||
Fair Value Adjustments | CrossAmerica | ||||||||
Operating expenses: | ||||||||
Depreciation, amortization and accretion expense | $ 8 | $ 4 | $ 23 | |||||
[1] | Depreciation, amortization and accretion expense for CrossAmerica includes $8 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. | |||||||
[2] | Depreciation, amortization and accretion expense for CrossAmerica includes $4 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. | |||||||
[3] | Depreciation, amortization and accretion expense for CrossAmerica includes $23 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. | |||||||
[4] | Depreciation, amortization and accretion expense for CrossAmerica includes $20 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. |
Guarantor Subsidiaries - Cons83
Guarantor Subsidiaries - Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||||||
Other Comprehensive Income (Loss), Net of Tax | $ (5) | $ (38) | $ 12 | $ (81) | |||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | 311 | 340 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (251) | (210) | |||||
Proceeds from sale of California and Wyoming stores | 408 | 0 | |||||
Proceeds from California and Wyoming sale restricted for use | (25) | 0 | |||||
Proceeds from the sale of assets | 2 | 24 | |||||
Distributions from CrossAmerica | 0 | ||||||
CST acquisitions | (438) | (22) | |||||
CrossAmerica acquisitions | (94) | (168) | |||||
CST refund payment to CrossAmerica | 0 | ||||||
Cash received from sale of dealer contracts | 0 | ||||||
Cash received from sale of CST Fuel Supply | 0 | ||||||
Cash received from drop down of NTI to CrossAmerica | 0 | ||||||
Incentive Distribution, Distribution | 0 | ||||||
Other investing activities, net | 0 | 7 | |||||
Net cash used in investing activities | (398) | (369) | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 0 | 4 | |||||
Borrowings under the CrossAmerica revolving credit facility | 178 | 335 | |||||
Payments on the CrossAmerica revolving credit facility | (82) | (185) | |||||
Proceeds under the CST revolving credit facility | 402 | 0 | |||||
Payments on the CST revolving credit facility | (412) | 0 | |||||
Debt issuance cost | (1) | 0 | |||||
Repayment of intercompany payable | 0 | ||||||
Intercompany loan | 0 | ||||||
Payments on the CST term loan facility | (50) | (34) | |||||
Repurchase of common shares and units | (3) | 0 | |||||
Proceeds from issuance of CrossAmerica common units, net | 0 | 145 | |||||
CST purchases of treasury shares | 0 | 65 | |||||
Payments of capital lease obligations | (3) | (3) | |||||
Dividends paid | (15) | (15) | |||||
Distributions from CrossAmerica | 0 | 0 | |||||
CrossAmerica distributions paid | (48) | (41) | |||||
Proceeds from Collection of Advance to Affiliate | 0 | 2 | |||||
Intercompany funding | 0 | 0 | |||||
Net cash provided by (used in) financing activities | (34) | 135 | |||||
Effect of foreign exchange rate changes on cash | (1) | (30) | |||||
Net increase (decrease) in cash | (122) | 76 | |||||
Cash at beginning of period | $ 314 | $ 444 | 314 | 368 | |||
Cash at end of period | 192 | 314 | 444 | 192 | 444 | ||
Corporate, Non-Segment | Parent Company | |||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | (34) | (30) | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | 0 | ||||||
Proceeds from sale of California and Wyoming stores | 0 | ||||||
Proceeds from California and Wyoming sale restricted for use | 0 | ||||||
Proceeds from the sale of assets | 0 | 0 | |||||
Distributions from CrossAmerica | |||||||
CST acquisitions | 0 | ||||||
CrossAmerica acquisitions | 0 | ||||||
CST refund payment to CrossAmerica | 0 | ||||||
Cash received from sale of dealer contracts | 0 | ||||||
Cash received from sale of CST Fuel Supply | 0 | ||||||
Cash received from drop down of NTI to CrossAmerica | 0 | ||||||
Incentive Distribution, Distribution | 0 | ||||||
Other investing activities, net | 0 | 1 | |||||
Net cash used in investing activities | 0 | 1 | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 0 | ||||||
Borrowings under the CrossAmerica revolving credit facility | 0 | 0 | |||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | |||||
Proceeds under the CST revolving credit facility | 402 | 0 | |||||
Payments on the CST revolving credit facility | (412) | ||||||
Debt issuance cost | (1) | ||||||
Repayment of intercompany payable | 0 | ||||||
Intercompany loan | 235 | ||||||
Payments on the CST term loan facility | (50) | (34) | |||||
Repurchase of common shares and units | 0 | ||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | ||||||
CST purchases of treasury shares | 65 | ||||||
Payments of capital lease obligations | 0 | ||||||
Dividends paid | (15) | (15) | |||||
Distributions from CrossAmerica | 0 | 0 | |||||
CrossAmerica distributions paid | 0 | 0 | |||||
Proceeds from Collection of Advance to Affiliate | 0 | ||||||
Intercompany funding | (125) | 143 | |||||
Net cash provided by (used in) financing activities | 34 | 29 | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Net increase (decrease) in cash | 0 | 0 | |||||
Cash at beginning of period | 0 | 0 | 0 | 0 | |||
Cash at end of period | 0 | 0 | 0 | 0 | 0 | ||
Reportable Legal Entities | Guarantor Subsidiaries | |||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | 222 | 213 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (209) | (174) | |||||
Proceeds from sale of California and Wyoming stores | 408 | ||||||
Proceeds from California and Wyoming sale restricted for use | (25) | ||||||
Proceeds from the sale of assets | 0 | 18 | |||||
Distributions from CrossAmerica | |||||||
CST acquisitions | (438) | (22) | |||||
CrossAmerica acquisitions | 0 | ||||||
CST refund payment to CrossAmerica | (18) | ||||||
Cash received from sale of dealer contracts | 3 | ||||||
Cash received from sale of CST Fuel Supply | 17 | ||||||
Cash received from drop down of NTI to CrossAmerica | 124 | ||||||
Incentive Distribution, Distribution | 1 | ||||||
Other investing activities, net | 0 | 6 | |||||
Net cash used in investing activities | (279) | (30) | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 4 | ||||||
Borrowings under the CrossAmerica revolving credit facility | 0 | 0 | |||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | |||||
Proceeds under the CST revolving credit facility | 0 | 0 | |||||
Payments on the CST revolving credit facility | 0 | ||||||
Debt issuance cost | 0 | ||||||
Repayment of intercompany payable | 0 | ||||||
Intercompany loan | 0 | ||||||
Payments on the CST term loan facility | 0 | 0 | |||||
Repurchase of common shares and units | 0 | ||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | ||||||
CST purchases of treasury shares | 0 | ||||||
Payments of capital lease obligations | (1) | (1) | |||||
Dividends paid | 0 | ||||||
Distributions from CrossAmerica | 12 | 5 | |||||
CrossAmerica distributions paid | 0 | 0 | |||||
Proceeds from Collection of Advance to Affiliate | 0 | ||||||
Intercompany funding | 125 | (143) | |||||
Net cash provided by (used in) financing activities | 136 | (143) | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Net increase (decrease) in cash | 79 | 40 | |||||
Cash at beginning of period | 66 | 188 | 66 | 148 | |||
Cash at end of period | 145 | 66 | 188 | 145 | 188 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | |||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | 62 | 108 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (30) | (29) | |||||
Proceeds from sale of California and Wyoming stores | 0 | ||||||
Proceeds from California and Wyoming sale restricted for use | 0 | ||||||
Proceeds from the sale of assets | 1 | 2 | |||||
Distributions from CrossAmerica | |||||||
CST acquisitions | 0 | ||||||
CrossAmerica acquisitions | 0 | ||||||
CST refund payment to CrossAmerica | 0 | ||||||
Cash received from sale of dealer contracts | 0 | ||||||
Cash received from sale of CST Fuel Supply | 0 | ||||||
Cash received from drop down of NTI to CrossAmerica | 0 | ||||||
Incentive Distribution, Distribution | 0 | ||||||
Other investing activities, net | 0 | (2) | |||||
Net cash used in investing activities | (29) | (29) | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 0 | ||||||
Borrowings under the CrossAmerica revolving credit facility | 0 | 0 | |||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | |||||
Proceeds under the CST revolving credit facility | 0 | 0 | |||||
Payments on the CST revolving credit facility | 0 | ||||||
Debt issuance cost | 0 | ||||||
Repayment of intercompany payable | (235) | ||||||
Intercompany loan | 0 | ||||||
Payments on the CST term loan facility | 0 | 0 | |||||
Repurchase of common shares and units | 0 | ||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | ||||||
CST purchases of treasury shares | 0 | ||||||
Payments of capital lease obligations | 0 | ||||||
Dividends paid | 0 | ||||||
Distributions from CrossAmerica | 0 | 0 | |||||
CrossAmerica distributions paid | 0 | 0 | |||||
Proceeds from Collection of Advance to Affiliate | 0 | ||||||
Intercompany funding | 0 | 0 | |||||
Net cash provided by (used in) financing activities | (235) | 0 | |||||
Effect of foreign exchange rate changes on cash | (1) | (30) | |||||
Net increase (decrease) in cash | (203) | 49 | |||||
Cash at beginning of period | 247 | 254 | 247 | 205 | |||
Cash at end of period | 44 | 247 | 254 | 44 | 254 | ||
Reportable Legal Entities | CST Standalone | |||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | 250 | 291 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (239) | (203) | |||||
Proceeds from sale of California and Wyoming stores | 408 | ||||||
Proceeds from California and Wyoming sale restricted for use | (25) | ||||||
Proceeds from the sale of assets | 1 | 20 | |||||
Distributions from CrossAmerica | 0 | ||||||
CST acquisitions | (438) | (22) | |||||
CrossAmerica acquisitions | 0 | 0 | |||||
CST refund payment to CrossAmerica | (18) | ||||||
Cash received from sale of dealer contracts | 3 | ||||||
Cash received from sale of CST Fuel Supply | 17 | ||||||
Cash received from drop down of NTI to CrossAmerica | 124 | ||||||
Incentive Distribution, Distribution | 1 | ||||||
Other investing activities, net | 0 | 5 | |||||
Net cash used in investing activities | (308) | (58) | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 4 | ||||||
Borrowings under the CrossAmerica revolving credit facility | 0 | 0 | |||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | |||||
Proceeds under the CST revolving credit facility | 402 | 0 | |||||
Payments on the CST revolving credit facility | (412) | ||||||
Debt issuance cost | (1) | ||||||
Repayment of intercompany payable | 0 | ||||||
Intercompany loan | 0 | ||||||
Payments on the CST term loan facility | (50) | (34) | |||||
Repurchase of common shares and units | 0 | ||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | ||||||
CST purchases of treasury shares | 65 | ||||||
Payments of capital lease obligations | (1) | (1) | |||||
Dividends paid | (15) | (15) | |||||
Distributions from CrossAmerica | 12 | 5 | |||||
CrossAmerica distributions paid | 0 | 0 | |||||
Proceeds from Collection of Advance to Affiliate | 0 | ||||||
Intercompany funding | 0 | 0 | |||||
Net cash provided by (used in) financing activities | (65) | (114) | |||||
Effect of foreign exchange rate changes on cash | (1) | (30) | |||||
Net increase (decrease) in cash | (124) | 89 | |||||
Cash at beginning of period | 313 | 442 | 313 | 353 | |||
Cash at end of period | 189 | 313 | 442 | 189 | 442 | ||
CST Eliminations | |||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | 0 | 0 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | 0 | 0 | |||||
Proceeds from sale of California and Wyoming stores | 0 | ||||||
Proceeds from California and Wyoming sale restricted for use | 0 | ||||||
Proceeds from the sale of assets | 0 | 0 | |||||
Distributions from CrossAmerica | 0 | ||||||
CST acquisitions | 0 | 0 | |||||
CrossAmerica acquisitions | 0 | 0 | |||||
CST refund payment to CrossAmerica | 0 | ||||||
Cash received from sale of dealer contracts | 0 | ||||||
Cash received from sale of CST Fuel Supply | 0 | ||||||
Cash received from drop down of NTI to CrossAmerica | 0 | ||||||
Incentive Distribution, Distribution | 0 | ||||||
Other investing activities, net | 0 | 0 | |||||
Net cash used in investing activities | 0 | 0 | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 0 | ||||||
Borrowings under the CrossAmerica revolving credit facility | 0 | 0 | |||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | |||||
Proceeds under the CST revolving credit facility | 0 | 0 | |||||
Payments on the CST revolving credit facility | 0 | ||||||
Debt issuance cost | 0 | ||||||
Repayment of intercompany payable | 235 | ||||||
Intercompany loan | (235) | ||||||
Payments on the CST term loan facility | 0 | 0 | |||||
Repurchase of common shares and units | 0 | ||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | ||||||
CST purchases of treasury shares | 0 | ||||||
Payments of capital lease obligations | 0 | 0 | |||||
Dividends paid | 0 | 0 | |||||
Distributions from CrossAmerica | 0 | 0 | |||||
CrossAmerica distributions paid | 0 | 0 | |||||
Proceeds from Collection of Advance to Affiliate | 0 | ||||||
Intercompany funding | 0 | 0 | |||||
Net cash provided by (used in) financing activities | 0 | 0 | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Net increase (decrease) in cash | 0 | 0 | |||||
Cash at beginning of period | 0 | 0 | 0 | 0 | |||
Cash at end of period | 0 | 0 | 0 | 0 | 0 | ||
Eliminations | |||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | (2) | (1) | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | 0 | 0 | |||||
Proceeds from sale of California and Wyoming stores | 0 | ||||||
Proceeds from California and Wyoming sale restricted for use | 0 | ||||||
Proceeds from the sale of assets | 0 | 0 | |||||
Distributions from CrossAmerica | 142 | ||||||
CST acquisitions | 0 | 0 | |||||
CrossAmerica acquisitions | 0 | 0 | |||||
CST refund payment to CrossAmerica | 0 | ||||||
Cash received from sale of dealer contracts | 0 | ||||||
Cash received from sale of CST Fuel Supply | (17) | ||||||
Cash received from drop down of NTI to CrossAmerica | (124) | ||||||
Incentive Distribution, Distribution | (1) | ||||||
Other investing activities, net | 0 | 0 | |||||
Net cash used in investing activities | 0 | 0 | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 0 | ||||||
Borrowings under the CrossAmerica revolving credit facility | 0 | 0 | |||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | |||||
Proceeds under the CST revolving credit facility | 0 | 0 | |||||
Payments on the CST revolving credit facility | 0 | ||||||
Debt issuance cost | 0 | ||||||
Repayment of intercompany payable | 0 | ||||||
Intercompany loan | 0 | ||||||
Payments on the CST term loan facility | 0 | 0 | |||||
Repurchase of common shares and units | 0 | ||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | ||||||
CST purchases of treasury shares | 0 | ||||||
Payments of capital lease obligations | 0 | 0 | |||||
Dividends paid | 0 | 0 | |||||
Distributions from CrossAmerica | (12) | (5) | |||||
CrossAmerica distributions paid | 14 | 6 | |||||
Proceeds from Collection of Advance to Affiliate | 0 | ||||||
Intercompany funding | 0 | 0 | |||||
Net cash provided by (used in) financing activities | 2 | 1 | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Net increase (decrease) in cash | 0 | 0 | |||||
Cash at beginning of period | 0 | 0 | 0 | 0 | |||
Cash at end of period | 0 | 0 | 0 | 0 | 0 | ||
CrossAmerica | |||||||
Cash flows from investing activities: | |||||||
Incentive Distribution, Distribution | 1 | 0 | 2 | 1 | |||
Cash flows from financing activities: | |||||||
CrossAmerica distributions paid | (4) | $ (20) | (20) | (20) | (1) | (12) | (5) |
Cash at beginning of period | 1 | 1 | |||||
Cash at end of period | 3 | 1 | 3 | ||||
CrossAmerica | Reportable Legal Entities | |||||||
Cash flows from operating activities: | |||||||
Net cash provided by operating activities | 63 | 50 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (12) | (7) | |||||
Proceeds from sale of California and Wyoming stores | 0 | ||||||
Proceeds from California and Wyoming sale restricted for use | 0 | ||||||
Proceeds from the sale of assets | 1 | 4 | |||||
Distributions from CrossAmerica | (142) | ||||||
CST acquisitions | 0 | 0 | |||||
CrossAmerica acquisitions | (94) | (168) | |||||
CST refund payment to CrossAmerica | 18 | ||||||
Cash received from sale of dealer contracts | (3) | ||||||
Cash received from sale of CST Fuel Supply | 0 | ||||||
Cash received from drop down of NTI to CrossAmerica | 0 | ||||||
Incentive Distribution, Distribution | 0 | ||||||
Other investing activities, net | 0 | 2 | |||||
Net cash used in investing activities | (90) | (311) | |||||
Cash flows from financing activities: | |||||||
Purchase of CrossAmerica common units | 0 | ||||||
Borrowings under the CrossAmerica revolving credit facility | 178 | 335 | |||||
Payments on the CrossAmerica revolving credit facility | (82) | (185) | |||||
Proceeds under the CST revolving credit facility | 0 | 0 | |||||
Payments on the CST revolving credit facility | 0 | ||||||
Debt issuance cost | 0 | ||||||
Repayment of intercompany payable | 0 | ||||||
Intercompany loan | 0 | ||||||
Payments on the CST term loan facility | 0 | 0 | |||||
Repurchase of common shares and units | (3) | ||||||
Proceeds from issuance of CrossAmerica common units, net | 145 | ||||||
CST purchases of treasury shares | 0 | ||||||
Payments of capital lease obligations | (2) | (2) | |||||
Dividends paid | 0 | 0 | |||||
Distributions from CrossAmerica | 0 | 0 | |||||
CrossAmerica distributions paid | (62) | (47) | |||||
Proceeds from Collection of Advance to Affiliate | 2 | ||||||
Intercompany funding | 0 | 0 | |||||
Net cash provided by (used in) financing activities | 29 | 248 | |||||
Effect of foreign exchange rate changes on cash | 0 | 0 | |||||
Net increase (decrease) in cash | 2 | (13) | |||||
Cash at beginning of period | $ 1 | 2 | 1 | 15 | |||
Cash at end of period | $ 3 | $ 1 | $ 2 | $ 3 | $ 2 |