DEI Information Document
DEI Information Document - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CST Brands, Inc. | ||
Entity Central Index Key | 1,562,039 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q4 | ||
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 Public Float | $ 3.3 | ||
Entity Common Stock, Shares Outstanding | 75,786,728 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||||
Cash (CrossAmerica: $1 and $1, respectively) | $ 137 | $ 314 | $ 368 | $ 378 | |
Restricted cash | 22 | 0 | |||
Accounts Receivables, net of allowances of $1 and $1, at December 31, 2016 and December 31, 2015, respectively (CrossAmerica: $37 and $18, respectively) | 195 | 135 | |||
Inventories (CrossAmerica: $13 and $16, respectively) | 250 | 224 | |||
Prepaid Taxes (CrossAmerica: $1 and $1, respectively) | 3 | 27 | |||
Prepaid expenses and other (CrossAmerica: $8 and $10, respectively) | 20 | 20 | |||
Total current assets | 627 | 720 | |||
Property and equipment, at cost (CrossAmerica: $822 and $738, respectively) | 3,565 | 3,010 | |||
Accumulated depreciation (CrossAmerica: $96 and $47, respectively) | (923) | (786) | |||
Property and equipment, net (CrossAmerica: $726 and $691, respectively) | 2,642 | 2,224 | |||
Intangible assets, net (CrossAmerica: $321 and $340, respectively) | 357 | 359 | |||
Goodwill (CrossAmerica: $391 and $383, respectively) | 619 | 420 | 242 | ||
Deferred income taxes | 62 | 63 | |||
Other assets, net (CrossAmerica: $18 and $11, respectively) | 53 | 54 | |||
Total assets | 4,360 | 3,840 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations (CrossAmerica: $2 and $9, respectively) | 78 | 139 | |||
Accounts payable (CrossAmerica: $35 and $32, respectively) | 223 | 186 | |||
Accounts payable to Valero | 181 | 152 | |||
Accrued expenses (CrossAmerica: $16 and $16, respectively) | 70 | 71 | |||
Taxes other than income taxes (CrossAmerica: $12 and $10, respectively) | 61 | 42 | |||
Income taxes payable (CrossAmerica: $0 and $1, respectively) | 2 | 26 | |||
Dividends payable | 0 | 5 | |||
Total current liabilities | 615 | 621 | |||
Debt and capital lease obligations, less current portion (CrossAmerica: $465 and $404, respectively) | 1,427 | 1,290 | |||
Deferred income taxes (CrossAmerica: $52 and $54, respectively) | 274 | 186 | |||
Asset retirement obligations (CrossAmerica: $28 and $23, respectively) | 129 | 113 | 102 | ||
Other long-term liabilities (CrossAmerica: $100 and $46, respectively) | 136 | 85 | |||
Total liabilities | 2,581 | 2,295 | |||
Commitments and contingencies (Note 14) | |||||
CST Brands, Inc. stockholders’ equity: | |||||
Common stock, 250,000,000 shares authorized at $0.01 par value; 77,935,731 and 77,749,964 shares issued as of December 31, 2016 and December 31, 2015, respectively | 1 | 1 | |||
Additional paid-in capital (APIC) | 629 | 627 | |||
Treasury stock, at cost: 2,186,617 and 2,134,198 common shares as of December 31, 2016 and December 31, 2015, respectively | (89) | (87) | |||
Retained earnings | 713 | 399 | |||
Accumulated other comprehensive income (loss) (AOCI) | (25) | (30) | |||
Total CST Brands, Inc. stockholders’ equity | 1,229 | 910 | |||
Noncontrolling interest | 550 | 635 | |||
Total stockholders' equity | 1,779 | $ 1,779 | 1,545 | $ 1,555 | $ 627 |
Total liabilities and stockholders’ equity | $ 4,360 | $ 3,840 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
AR Allowance | $ 1 | $ 1 |
Common Stock | 75,749,114 | 75,615,766 |
Shares Authorized | 250,000,000 | 250,000,000 |
Par Value | $ 0.01 | $ 0.01 |
Shares Issued | (77,935,731) | (77,749,964) |
Treasury shares | 2,186,617 | 2,134,198 |
Consolidated Balance Sheet (Cro
Consolidated Balance Sheet (CrossAmerica Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 137 | $ 314 |
Receivables, net of allowances of $1 | (195) | (135) |
Inventories | 250 | 224 |
Prepaid Taxes | 3 | 27 |
Prepaid expenses and other | 20 | 20 |
Total current assets | 627 | 720 |
Property and equipment, at cost | 3,565 | 3,010 |
Accumulated depreciation | (923) | (786) |
Property and equipment, net | 2,642 | 2,224 |
Intangible assets | (357) | (359) |
Goodwill | 619 | 420 |
Other assets, net | 53 | 54 |
Total assets | 4,360 | 3,840 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 78 | 139 |
Accounts payable | 223 | 186 |
Accrued expenses | 70 | 71 |
Taxes other than income taxes | 61 | 42 |
Income taxes payable | 2 | 26 |
Total current liabilities | 615 | 621 |
Debt and capital lease obligations, less current portion | 1,427 | 1,290 |
Deferred income taxes | 274 | 186 |
Asset retirement obligations | 129 | 113 |
Other long-term liabilities | 136 | 85 |
Total liabilities | 2,581 | 2,295 |
Commitments and contingencies | ||
Partners' Capital | 0 | 0 |
Total liabilities and stockholders’ equity | 4,360 | 3,840 |
CrossAmerica [Member] | ||
Current assets: | ||
Cash | 1 | 1 |
Receivables, net of allowances of $1 | (37) | (18) |
Inventories | 13 | 16 |
Prepaid Taxes | 1 | 1 |
Prepaid expenses and other | 8 | 10 |
Assets held-for-sale, net | 0 | 0 |
Total current assets | 60 | 46 |
Property and equipment, at cost | 822 | 738 |
Accumulated depreciation | (96) | (47) |
Property and equipment, net | 726 | 691 |
Intangible assets | (321) | (340) |
Goodwill | 391 | 383 |
Other assets, net | 18 | 11 |
Total assets | 1,516 | 1,471 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 2 | 9 |
Accounts payable | 40 | 28 |
Accrued expenses | 16 | 16 |
Taxes other than income taxes | 12 | 10 |
Income taxes payable | 0 | 1 |
Deferred income taxes | 0 | 0 |
Total current liabilities | 70 | 64 |
Debt and capital lease obligations, less current portion | 465 | 404 |
Deferred income taxes | 52 | 54 |
Asset retirement obligations | 28 | 23 |
Other long-term liabilities | 100 | 46 |
Total liabilities | 715 | 591 |
Commitments and contingencies | ||
Partners' Capital | 801 | 880 |
General Partners' Capital Account | 0 | 0 |
Total liabilities and stockholders’ equity | $ 1,516 | $ 1,471 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Operating revenues(a) | $ 11,106 | $ 11,455 | $ 12,754 |
Cost of sales(b) | 9,666 | 10,061 | 11,481 |
Gross profit | 1,440 | 1,394 | 1,273 |
Operating expenses: | |||
Operating expenses | 839 | 752 | 687 |
General and administrative expenses | 157 | 175 | 140 |
Depreciation, amortization and accretion expense | 257 | 209 | 147 |
Asset Impairments | 2 | 1 | 3 |
Total operating expenses | 1,255 | 1,137 | 977 |
Gain on the sale of assets, net | 351 | 10 | 32 |
Operating Income | 536 | 267 | 328 |
Other income, net | 11 | 18 | 6 |
Interest expense | (67) | (58) | (45) |
Income before income tax expense | 480 | 227 | 289 |
Income tax expense | 176 | 88 | 109 |
Consolidated net income | 304 | 139 | 180 |
Net loss attributable to noncontrolling interest | (20) | (10) | (20) |
Net income attributable to CST stockholders | $ 324 | $ 149 | $ 200 |
Earnings per common share | |||
Basic earnings per common share | $ 4.26 | $ 1.95 | $ 2.63 |
Weighted-average common shares outstanding (in thousands) | 75,627 | 76,155 | 75,909 |
Earnings per common share – assuming dilution | |||
Diluted earnings per common share | $ 4.24 | $ 1.95 | $ 2.63 |
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,137 | 76,505 | 76,086 |
Dividends per common share | $ 0.1250 | $ 0.2500 | |
Supplemental information: | |||
(a) Includes excise taxes of: | $ 2,045 | $ 1,945 | $ 2,046 |
(a) Includes revenues from fuel sales to related parties of: | 254 | 323 | 751 |
(a) Includes income from rentals of: | 63 | 60 | 43 |
(b) Includes expenses from fuel sales to related parties of: | 247 | 314 | 722 |
(b) Includes expenses from rentals of: | $ 20 | $ 17 | $ 15 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated net income | $ 304 | $ 139 | $ 180 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 5 | (107) | (56) |
Other comprehensive income (loss) before income taxes | 5 | (107) | (56) |
Income taxes related to items of other comprehensive income | 0 | 0 | 0 |
Other comprehensive income (loss) | 5 | (107) | (56) |
Comprehensive income | 309 | 32 | 124 |
Loss attributable to noncontrolling interests | (20) | (10) | (20) |
Comprehensive income attributable to CST stockholders | 329 | 42 | 144 |
AOCI Attributable to Parent [Member] | |||
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 5 | (107) | (56) |
Other comprehensive income (loss) | $ 5 | $ (107) | $ (56) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Consolidated net income | $ 304 | $ 139 | $ 180 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation expense | 17 | 17 | 18 |
Depreciation, amortization and accretion expense | 257 | 209 | 147 |
Gain on the sale of assets, net | 351 | 10 | 32 |
Asset Impairments | 2 | 1 | 3 |
Deferred income tax (benefit) expense | 76 | (7) | 24 |
Changes in working capital, net of acquisitions | (17) | 13 | 15 |
Other Operating Activities | (1) | 0 | 0 |
Net cash provided by operating activities | 287 | 362 | 355 |
Cash flows from investing activities: | |||
Capital expenditures | (370) | (352) | (285) |
Proceeds from sale of California and Wyoming stores | 408 | 0 | 0 |
Proceeds from California and Wyoming sale restricted for use | (22) | 0 | 0 |
Proceeds from the sale of assets | 5 | 13 | 58 |
CST acquisitions, net of cash acquired | (438) | (22) | (41) |
CrossAmerica acquisitions, net of cash acquired | (94) | (168) | (45) |
Other investing activities, net | 3 | 4 | 1 |
Net cash used in investing activities | (508) | (525) | (312) |
Cash flows from financing activities: | |||
Borrowings under the CST revolving credit facility | 532 | 135 | 0 |
Payments on the CST revolving credit facility | (442) | (75) | 0 |
Payments on the CST term loan facility | (69) | (47) | (34) |
CST debt issuance cost | (1) | 0 | (2) |
CrossAmerica debt issuance costs | (1) | 0 | 0 |
Borrowings under the CrossAmerica revolving credit facility | 215 | 369 | 0 |
Payments on the CrossAmerica revolving credit facility | (132) | (211) | 0 |
Proceeds from issuance of CrossAmerica common units, net | 0 | 145 | 0 |
Proceeds from Issuance of Long-term Debt | 0 | 0 | 55 |
Proceeds from Sale Leaseback Transactions | 25 | 0 | 0 |
CST repurchases of common shares | 0 | (69) | (22) |
CST purchases of CrossAmerica common units | 0 | (20) | 0 |
CrossAmerica repurchases of common units | (3) | 0 | 0 |
Payments of capital lease obligations | (5) | (4) | (2) |
CST dividends paid | (15) | (19) | (19) |
CrossAmerica distributions paid | (64) | (55) | (12) |
Receivables repaid by CrossAmerica related parties | 0 | 2 | 0 |
Net cash provided by (used in) financing activities | 40 | 151 | (36) |
Effect of foreign currency translation changes on cash | 4 | (42) | (17) |
Net decrease in cash | (177) | (54) | (10) |
Cash at beginning of period | (137) | (314) | (368) |
Cash at end of period | 137 | 314 | 368 |
Corporate, Non-Segment [Member] | Parent Company [Member] | |||
Cash flows from operating activities: | |||
Consolidated net income | 324 | 149 | 200 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain on the sale of assets, net | 0 | 0 | 0 |
Asset Impairments | 0 | 0 | 0 |
Net cash provided by operating activities | (52) | (24) | (50) |
Cash flows from investing activities: | |||
Capital expenditures | 0 | 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 | ||
CST acquisitions, net of cash acquired | 0 | 0 | 0 |
CrossAmerica acquisitions, net of cash acquired | 0 | 0 | 0 |
Net cash used in investing activities | 0 | 342 | 0 |
Cash flows from financing activities: | |||
Borrowings under the CST revolving credit facility | 532 | 135 | |
Payments on the CST revolving credit facility | (442) | (75) | |
Payments on the CST term loan facility | (69) | (47) | (34) |
CST debt issuance cost | (2) | ||
Borrowings under the CrossAmerica revolving credit facility | 0 | 0 | |
Payments on the CrossAmerica revolving credit facility | 0 | 0 | |
Proceeds from issuance of CrossAmerica common units, net | 0 | ||
Proceeds from Issuance of Long-term Debt | 0 | ||
Proceeds from Sale Leaseback Transactions | 0 | ||
CST repurchases of common shares | (65) | (22) | |
CST purchases of CrossAmerica common units | 0 | ||
CrossAmerica repurchases of common units | 0 | ||
Payments of capital lease obligations | 0 | 0 | 0 |
CST dividends paid | (15) | (19) | (19) |
CrossAmerica distributions paid | 0 | 0 | 0 |
Receivables repaid by CrossAmerica related parties | 0 | ||
Net cash provided by (used in) financing activities | 52 | (318) | 50 |
Effect of foreign currency translation changes on cash | 0 | 0 | 0 |
Net decrease in cash | 0 | 0 | 0 |
Cash at beginning of period | 0 | 0 | 0 |
Cash at end of period | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity Statement - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | CST Standalone [Member] | Noncontrolling Interest [Member] |
Stockholders' Equity Attributable to Parent | $ 1,000,000 | $ 406,000,000 | $ 0 | $ 87,000,000 | $ 133,000,000 | $ 627,000,000 | ||
Noncontrolling interest | $ 0 | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 627,000,000 | |||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 771,000,000 | 771,000,000 | ||||||
Net income attributable to CST stockholders | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | (20,000,000) | (20,000,000) | ||||||
Allocated Share-based Compensation Expense | 18,000,000 | 10,000,000 | ||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 13,000,000 | 10,000,000 | 3,000,000 | |||||
Dividends | (18,000,000) | (18,000,000) | (18,000,000) | |||||
Stock Repurchased During Period, Value | (22,000,000) | (22,000,000) | (22,000,000) | |||||
Stock Issued During Period, Value, Acquisitions | 72,000,000 | 72,000,000 | 72,000,000 | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (12,000,000) | (12,000,000) | ||||||
Other Comprehensive Income (Loss), Net of Tax | (56,000,000) | (56,000,000) | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 180,000,000 | |||||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | (56,000,000) | (56,000,000) | (56,000,000) | |||||
Stock Repurchased During Period, Value | (85,609,103) | |||||||
Stockholders' Equity Attributable to Parent | 1,000,000 | 488,000,000 | (22,000,000) | 269,000,000 | 77,000,000 | 813,000,000 | ||
Noncontrolling interest | 742,000,000 | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,555,000,000 | |||||||
Net income attributable to CST stockholders | 149,000,000 | 149,000,000 | (10,000,000) | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | (10,000,000) | |||||||
Allocated Share-based Compensation Expense | 17,000,000 | |||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 17,000,000 | 14,000,000 | 14,000,000 | 3,000,000 | ||||
Dividends | (19,000,000) | (19,000,000) | (19,000,000) | |||||
Payments for Repurchase of Equity | (1,000,000) | (1,000,000) | (1,000,000) | |||||
Treasury Stock, Value, Acquired, Par Value Method | (88,000,000) | (20,000,000) | (64,000,000) | (84,000,000) | (4,000,000) | |||
Business Combination, Consideration Transferred, Other | 0 | 18,000,000 | 18,000,000 | (18,000,000) | ||||
Tax Adjustments, Settlements, and Unusual Provisions | (31,000,000) | (31,000,000) | (31,000,000) | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (58,000,000) | 8,000,000 | 8,000,000 | (66,000,000) | ||||
Share-based Goods and Nonemployee Services Transaction, Value | 0 | 7,000,000 | 7,000,000 | (7,000,000) | ||||
Noncontrolling Interest, Increase from Business Combination | 0 | 156,000,000 | 156,000,000 | (156,000,000) | ||||
Adjustments to Additional Paid in Capital, Other | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Other Comprehensive Income (Loss), Net of Tax | (107,000,000) | (107,000,000) | (107,000,000) | |||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 145,000,000 | 145,000,000 | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 139,000,000 | |||||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | (107,000,000) | (107,000,000) | ||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | 0 | |||||||
Stockholders' Equity Attributable to Parent | 910,000,000 | $ 1,000,000 | 627,000,000 | (87,000,000) | 399,000,000 | (30,000,000) | 910,000,000 | |
Noncontrolling interest | 635,000,000 | 635,000,000 | ||||||
Business Acquisitions, Purchase Price Allocation, Subsequent Years, Remaining Adjustments | (8,000,000) | (8,000,000) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,545,000,000 | |||||||
Net income attributable to CST stockholders | 324,000,000 | 324,000,000 | (20,000,000) | |||||
Net Income (Loss) Attributable to Noncontrolling Interest | (20,000,000) | |||||||
Allocated Share-based Compensation Expense | 17,000,000 | |||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 17,000,000 | 15,000,000 | 15,000,000 | 2,000,000 | ||||
Dividends | (10,000,000) | $ (10,000,000) | (10,000,000) | |||||
Payments for Repurchase of Equity | (2,000,000) | $ (2,000,000) | (2,000,000) | |||||
Stock Repurchased During Period, Value | 0 | |||||||
Treasury Stock, Value, Acquired, Par Value Method | (3,000,000) | (3,000,000) | ||||||
Tax Adjustments, Settlements, and Unusual Provisions | (15,000,000) | (15,000,000) | (15,000,000) | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (64,000,000) | 16,000,000 | 16,000,000 | (80,000,000) | ||||
Share-based Goods and Nonemployee Services Transaction, Value | 0 | 11,000,000 | (11,000,000) | (11,000,000) | ||||
Noncontrolling Interest, Increase from Business Combination | 0 | 10,000,000 | 10,000,000 | (10,000,000) | ||||
Adjustments to Additional Paid in Capital, Other | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Other Comprehensive Income (Loss), Net of Tax | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 304,000,000 | |||||||
Other comprehensive income (loss), foreign currency translation adjustment, tax | 5,000,000 | $ 5,000,000 | ||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | 0 | (18,000,000) | (18,000,000) | 18,000,000 | ||||
Related Party Transaction, Purchases from Related Party | 0 | $ 3,000,000 | $ 3,000,000 | $ (3,000,000) | ||||
Stockholders' Equity Attributable to Parent | 1,229,000,000 | |||||||
Noncontrolling interest | 550,000,000 | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 1,779,000,000 |
Definition of Terms, Descriptio
Definition of Terms, Description of Business and Other Disclosures (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Description of the Business [Abstract] | |
Description of Business, Concentration Risk and Other Disclosures | Our Merger Agreement On August 21, 2016, our Board of Directors unanimously approved, and we entered into, the Merger Agreement with a subsidiary of Couche-Tard, 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. CST’s stockholders approved the Merger Agreement at a special meeting of stockholders held November 16, 2016. The transaction is currently expected to close in the second quarter of 2017, subject to regulatory approvals in the United States and Canada. The Merger Agreement provides for interim operating covenants as set forth therein, which limit certain activities and operations of CST. On September 16, 2016, each of CST and Couche-Tard filed a premerger notification and report form under the HSR Act, with the FTC and 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. The waiting period imposed by the HSR Act will expire 45 days after substantial compliance with the Second Request has been certified by all parties to the transaction that received a Second Request, unless that period is extended by court order or terminated earlier by the FTC. On December 21, 2016, we entered into a timing agreement with the FTC pursuant to which we agreed, among other things, (i) not to consummate the Merger prior to 45 days after both we and Couche-Tard have substantially complied with the FTC’s Second Request, unless we and Couche-Tard have received prior written notice that the FTC has closed its investigation and (ii) not to certify compliance with the Second Request before January 31, 2017. Couche-Tard has informed us that it also entered into a timing agreement with the FTC on the same terms. We and Couche-Tard are continuing to work cooperatively with the FTC in its review of the proposed Merger. As part of the Merger, certain financial consultants were retained (Bank of America Merrill Lynch and J.P. Morgan) to advise CST management and the Special Committee of the Board of Directors through the strategic review process. The fees associated with these services include amounts for an opinion as to the fairness and adequacy, from a financial point of view, of the consideration offered to the Company or our shareholders. These fees also include amounts payable upon the closing of a transaction of up to $40 million . For the year ended December 31, 2016, we have expensed approximately $2 million of such fees in our consolidated financial statements. We expect the majority of the fees to be expensed at or near the close of the transaction. Description of Business 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. On October 1, 2014, CST completed the purchase of 100% of the membership interests in the sole member of the General Partner and 100% of the IDRs of Lehigh Gas Partners LP for $17 million in cash and approximately 2.0 million shares of CST common stock for an aggregate consideration of approximately $90 million . After the purchase of the sole member of the General Partner, the name of Lehigh Gas Partners LP was changed to CrossAmerica Partners LP. At December 31, 2016 , after giving effect to the transactions discussed in the following notes, CST owns 19.8% of the limited partner interests in CrossAmerica. See Notes 3 and 13 for additional information. CrossAmerica is a separate publicly traded Delaware master limited partnership primarily engaged in the wholesale distribution of motor fuel and the ownership and leasing of real estate used in the retail distribution of motor fuel. CST controls CrossAmerica’s General Partner and has the right to appoint all members of the GP Board. The General Partner is managed and operated by the executive officers of the General Partner, under the oversight of the GP Board. 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 , we are required to consolidate CrossAmerica. 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 retail site 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 retail sites, commission sites, independent dealers, cardlocks and business and home energy operations. We generate profit on motor fuel sales, and, at our company owned and operated retail sites, 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 retail sites 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. Concentration Risk Valero supplied substantially all of the motor fuel purchased by our U.S. Retail and Canadian Retail segments for resale during all periods presented. During the years ended December 31, 2016 , 2015 , and 2014 , our U.S. Retail and Canadian Retail segments purchased $5.7 billion , $6.4 billion , and $9.5 billion , respectively, of motor fuel from Valero. CrossAmerica purchases a substantial amount of motor fuel from three suppliers. For the year ended December 31, 2016 , CrossAmerica’s wholesale business purchased approximately 30% , 25% and 24% of its motor fuel from ExxonMobil, BP and Motiva (Shell), respectively. For the year ended December 31, 2015, our wholesale business purchased approximately 30% , 26% and 26% of its motor fuel from ExxonMobil, BP and Motiva (Shell), respectively. For the year ended December 31, 2014, our wholesale business purchased approximately 37% , 28% and 22% of its motor fuel from ExxonMobil, BP and Motiva (Shell), respectively. No other fuel suppliers accounted for 10% or more of CrossAmerica’s fuel purchases in 2016 , 2015 or 2014. No customers are individually material to our U.S. Retail and Canadian Retail segment operations. For the years ended December 31, 2016 , 2015 , and 2014 , CrossAmerica distributed approximately 16% , 17% and 25% of its total wholesale distribution volumes to DMS and its affiliates and DMS and its affiliates accounted for approximately 26% , 36% and 47% of CrossAmerica’s rental income, respectively. For more information regarding transactions with DMS, see Note 13 . |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Combination These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CST Brands, Inc. and subsidiaries for all periods after the Spin-off. All intercompany accounts and transactions have been eliminated in consolidation. CrossAmerica is consolidated within our financial statements. The amounts shown in the parenthetical presentation on the consolidated balance sheet represent the assets of CrossAmerica that can only be used to settle the obligations of CrossAmerica and the liabilities of CrossAmerica for which creditors have no access to the assets or general credit of CST. CrossAmerica’s financial results are included in our results of operations from October 1, 2014 forward. Reclassifications Certain reclassifications were made to prior year amounts to conform to the current year presentation, as discussed further in Note 20 . Such reclassifications had no effect on net income or total equity for any periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. Receivables Trade receivables represent amounts due from credit card companies, from our cardlock customers and from our business and home energy customers. CrossAmerica’s trade receivables primarily relate to its wholesale motor fuel sales as credit is extended to customers based on evaluations of customers’ financial condition. Trade receivables are carried at original invoice amount. Other receivables consist primarily of amounts due from vendors related to vendor rebates (see “Merchandise Vendor Allowances and Rebates” for our policy regarding the accounting for vendor rebates). We maintain an allowance for doubtful accounts, which is adjusted based on management’s assessment of our customers’ historical collection experience, known credit risks and industry and economic conditions. Inventories Inventories are carried at the lower of cost or market. The cost of supplies and convenience store merchandise is determined principally under the weighted-average cost method. The cost of motor fuel inventories in our U.S. Retail segment is determined under LIFO, with any increments valued based on average purchase prices for the year. The cost of motor fuel inventories in our Canadian Retail segment and our CrossAmerica segment is determined under the weighted-average cost method. No provision for potentially slow moving or obsolete inventories has been made. Property and Equipment The cost of property and equipment purchased or constructed, including betterments of property assets, is capitalized. The cost of repairs and normal maintenance of property and equipment is expensed as incurred. Betterments of property and equipment are those which extend the useful lives of the property and equipment or improve the safety of our operations. Betterments also include additions to and enlargements of our retail sites. The cost of property and equipment constructed includes interest and certain overhead costs allocable to the construction activities. When property and equipment are retired or replaced, the cost and related accumulated depreciation are eliminated, with any gain or loss reflected in depreciation, amortization and accretion expense, unless such amounts are reported separately due to materiality. Depreciation of property and equipment is recorded on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements and assets acquired under capital leases are amortized using the straight-line method over the shorter of the lease terms or the estimated useful lives of the related assets. Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 4 for our impairment analysis of our long-lived assets. Business Combinations We account for business combinations in accordance with the guidance under ASC 805– Business Combinations . Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Determining the fair value of these items requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization. For more information on our acquisitions and application of the acquisition method, see Note 3 . Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and tested for impairment more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment test of goodwill is performed as of the October 1 of our fiscal year. In our annual impairment analysis, we used qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step test is unnecessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the first step of the two-step goodwill impairment test. In the first step of the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of our “implied fair value” requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge would be recorded. Intangible Assets Intangible assets are recorded at fair value at the date of acquisition and primarily relate to fuel supply agreements and distribution agreements, customer lists and trademark and tradenames (See Note 10). Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies, without establishing a range of loss for these liabilities. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove USTs used to store motor fuel at owned and leased retail sites at the time we incur that liability, which is generally when the UST is installed. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. Foreign Currency Translation The functional currency of our Canadian operations is the Canadian dollar. Balance sheet accounts are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the year presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. Revenue Recognition Revenues are recorded upon delivery of the products to our customers, which is the point at which title to the products is transferred, and when payment has either been received or collection is reasonably assured. We present motor fuel excise taxes on sales on a gross basis with supplemental information regarding the amount of such taxes included in revenues provided in a footnote on the face of the statements of income. Revenues from leasing arrangements for which CrossAmerica is the lessor are recognized ratably over the term of the underlying lease. Shipping and Handling Costs Costs incurred for the shipping and handling of motor fuel and convenience store merchandise are included in inventories, and therefore, reflected in cost of sales when the related items are sold. Lease Accounting We lease a portion of our properties under non-cancelable operating leases, whose initial terms are typically 10 to 20 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably assured at the inception of the lease. In addition to minimum rental payments, certain leases require additional payments based on our sales volumes. We are typically responsible for payment of real estate taxes, maintenance expenses and insurance related to leased properties. CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and as CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as financing transactions. Income Taxes We and CrossAmerica’s wholly owned, taxable subsidiary account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. Income taxes prior to the Spin-off were accounted for and presented as if we were a separate taxpayer rather than a member of Valero’s consolidated income tax return. Income taxes attributable to CrossAmerica’s earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiary, are assessed at the individual unit holder level. We classify any interest expense and penalties related to the underpayment of income taxes in income tax expense. Merchandise Vendor Allowances and Rebates We receive payments for vendor allowances and volume rebates from various suppliers of convenience store merchandise. Our accounting practices are as follows: • Vendor allowances for price markdowns are credited to cost of sales during the period the related markdown is realized. • Volume rebates of merchandise are recorded as reductions to cost of sales when the merchandise qualifying for the rebate is sold. • Slotting and stocking allowances received from a vendor are recorded as a reduction to cost of sales over the period covered by the agreement. The aggregate amounts recorded as a reduction to cost of sales for vendor allowances and rebates for the years ended December 31, 2016 , 2015 and 2014 were $77 million , $69 million and $71 million , respectively. The recording of vendor allowances and rebates does not require us to make any significant estimates. Stock-Based Compensation We have granted awards of non-qualified stock options, market share units and restricted stock units to certain employees. Stock-based compensation expense is based on the estimated grant-date fair value of the award. We recognize this compensation expense over the requisite service period of the award. CrossAmerica has granted phantom units and other awards to certain of our employees who perform services for CrossAmerica. The value of these grants are remeasured at fair value at each balance sheet reporting date based on the fair market value of CrossAmerica’s common units, and the cumulative compensation cost related to that portion of the awards that have vested is recognized ratably over the vesting term. The liability for the future grant of common units is included in accrued expenses and other current liabilities on the balance sheet. Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other volume rebates, discounts and incentives offered by our motor fuel suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as these amounts are included in depreciation, amortization and accretion expense on our statements of income. Motor Fuel Taxes We collect motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remit such taxes directly to those taxing authorities. Our accounting policy is to exclude such taxes collected and remitted from U.S. wholesale revenues and cost of sales and account for them as liabilities. All other motor fuel sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for the motor fuel. Earnings per Common Share Earnings per common share is computed by dividing net income attributable to CST by the weighted-average number of common shares outstanding for the year. Participating share-based payment awards are included in the computation of basic earnings per share using the two-class method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Diluted earnings per common share reflects the potential dilution arising from our outstanding stock options, unvested market share units, unvested restricted shares and unvested restricted units. Awards are excluded from the computation of diluted earnings per common share when the effect of including such shares would be anti-dilutive. Financial Instruments Our financial instruments include cash, accounts receivable, payables, our credit facilities, capital lease obligations, and trade payables. The estimated fair values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 5 . 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 is currently evaluating this new guidance, including how it will apply the guidance at the date of adoption. 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. In November 2016, the FASB issued ASU 2016-18– Statement of Cash Flows (Topic 230): Restricted Cash . This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash would be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods. Early adoption is permitted. Management is currently evaluating the impact of this new guidance in addition to the timing of adoption. In January 2017, the FASB issued ASU 2017-04– Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This standard removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for a Company's annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. 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. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 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 retail sites located in Georgia and Florida (which sell Flash Foods-branded fuel), 21 branded QSRs, a land bank of 15 real estate sites to build NTIs, on which we have completed the construction of 3 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 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 228 Intangibles 26 Goodwill 191 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 $834 million for the year ended December 31, 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 and fourth quarters of 2016 upon further management review of the valuation. Management has finalized the purchase accounting associated with this acquisition. 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 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 was assigned to our U.S. Retail segment. Goodwill deductible for tax purposes amounted to $207 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 . We accounted for the sale as entities under common control. 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 retail sites, 31 are located in Wisconsin and three are located in Minnesota. The 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 $83 million for the year ended December 31, 2016 . 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 . CST Sale of California and Wyoming Assets In July 2016, CST consummated the sale of all 79 retail sites in the California and Wyoming markets to 7-Eleven, Inc. and its wholly-owned subsidiary, SEI Fuel Services, Inc. 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 $93 million recognized in current taxes payable and $34 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 7-Eleven, Inc. and its wholly-owned subsidiary, SEI Fuel Services, Inc. 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 December 31, 2016 was $22 million. See Note 13 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. CrossAmerica Acquisition of State Oil Assets On September 27, 2016, CrossAmerica closed on the acquisition of 57 retail 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 $ 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 Operating revenues since the date of acquisition were $25 million for the year ended December 31, 2016 . 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. Acquisition of Landmark In January 2015, CST and CrossAmerica jointly purchased 22 retail sites from Landmark. CrossAmerica purchased the real property of the 22 fee sites for $41 million . CST purchased the personal property, working capital and the convenience store operations for $22 million. During the second quarter of 2015, we finalized the valuation of Landmark. CrossAmerica leases the acquired real property to CST under triple net leases at a lease rate per annum of 7.5% of the fair value of the leased property on the acquisition date and CrossAmerica distributes wholesale motor fuel to CST under long term agreements with a fuel gross profit margin of approximately $0.05 per gallon. The fair values of Landmark’s assets on the date of acquisition, January 8, 2015, were as follows (in millions): Current assets $ 2 Property and equipment 28 Other assets 4 Goodwill 29 Total consideration $ 63 The fair value of property and equipment, which consisted of land, buildings, building improvements, underground storage tanks and other equipment, was based on a cost approach. The buildings, equipment and underground storage tanks are being depreciated on a straight-line basis, with estimated useful lives of up to 20 years. No other adjustments were recorded in 2016 and management has finalized the purchase accounting for this acquisition. Acquisition of Erickson In February 2015, CrossAmerica closed on the purchase of all of the outstanding capital stock of Erickson and separate purchases of certain related assets with an aggregate purchase price of $81 million , net of $3 million cash acquired. These transactions resulted in the acquisition of a total of 64 retail sites located in Minnesota, Michigan, Wisconsin and South Dakota. The convenience store operations of Erickson are classified as non-core and are included in the CrossAmerica segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, February 12, 2015 (in millions): Current assets (excluding inventories) $ 4 Inventories 8 Property and equipment 75 Intangible assets 14 Goodwill 26 Current liabilities (16 ) Deferred tax liabilities (28 ) Asset retirement obligations (2 ) Total consideration, net of cash acquired $ 81 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 15 years for the buildings and 5 to 30 years for equipment. The $12 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. Goodwill recorded is primarily attributable to the deferred tax liabilities arising from the application of purchase accounting. No other adjustments were recorded in 2016 and CrossAmerica has finalized the purchase accounting for this acquisition. Sale of CST Fuel Supply Equity Interests In January 2015 and July 2015, we closed on the sale of a 5% and 12.5% , respectively, limited partner equity interest in CST Fuel Supply to CrossAmerica in exchange for aggregate consideration of $171 million , including 4.8 million common units of CrossAmerica and cash in the amount of $18 million . As of February 24, 2017 , CrossAmerica’s total equity interest in CST Fuel Supply is 17.5% . Because these transactions were between entities under common control, a gain on the sale of CST Fuel Supply and the NTIs discussed below is not reflected in our consolidated income statement and we eliminated our limited partner interest from our consolidated balance sheet. See Note 13 for additional information. Sale and Lease Back of NTIs In July 2015, we completed the contribution and sale of 29 NTIs to CrossAmerica in exchange for an aggregate consideration of $134 million on the date of closing, including 0.3 million common units of CrossAmerica and cash in the amount of $124 million . CrossAmerica leased the real property associated with the NTIs back to us and we will continue to operate the sites pursuant to a triple net lease at a lease rate of 7.5% , per annum, of the fair value of the property at lease inception. Based on our credit facility agreement, CST was required to use the cash proceeds from these transactions to repay debt or reinvest in our business through asset or business acquisitions or capital expenditures in the ordinary course of business. This transaction was approved by the independent conflicts committee of the GP Board and our independent executive committee and full Board of Directors. We accounted for the sale as entities under common control. Acquisition of One Stop In July 2015, CrossAmerica completed the purchase of the 41 company operated One Stop convenience store network based in Charleston, West Virginia, along with four commission agent sites, nine dealer fuel supply agreements and one freestanding franchised QSR for approximately $45 million in cash. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, July 1, 2015 (in millions): Current assets (excluding inventories) $ 1 Inventories 5 Property and equipment 41 Intangible assets 6 Other assets — Current liabilities (4 ) Asset retirement obligations (1 ) Other liabilities (3 ) Total consideration, net of cash acquired $ 45 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 7 to 30 years for equipment. The $4 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 $1 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 on an accelerated basis over an estimated useful life of approximately 10 years. Pro Forma Results (Unaudited) 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): Year Ended December 31, 2016 2015 (unaudited) Total revenues $ 11,297 $ 12,776 Net income attributable to CST stockholders $ 324 $ 166 Net income per share - diluted $ 4.25 $ 2.17 Divestitures During the fourth quarter of 2014, we closed on the sale of 71 retail sites that were identified for divestiture as part of our network optimization plan and recognized a gain of $32 million in “Gain on sale of assets, net” on the consolidated statement of income. During the year ended December 31, 2015, CST closed on the sale of 25 retail sites related to our network optimization plan and recognized a gain of $7 million in “Gain on sale of assets, net” on the consolidated statements of income. |
Asset Impairments (Notes)
Asset Impairments (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges [Text Block] | ASSET IMPAIRMENTS Where applicable, our retail sites are the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of long-lived assets. Cash flows from each retail site vary from year to year and as a result, we identified and recorded asset impairments in 2016 , 2015 and 2014 of $2 million , $1 million and $3 million , respectively, as changes in market demographics, traffic patterns, competition and other factors impacted the overall operations of certain of our individual retail sites. For each retail site where events or changes in circumstances indicated that the carrying amount of the assets might not be recoverable, we compared the retail site’s carrying amount to its estimated future undiscounted cash flows to determine recoverability. If the sum of the estimated undiscounted cash flows did not exceed the carrying value, we then estimated the fair value of these retail sites to measure the impairment. To estimate the fair value of our retail sites, we primarily used a discounted cash flow method that reflected internally developed cash flows that included, among other things, our expectations of future cash flows based on sales volume, gross profits, operating expenses, discount rates and an estimated fair value of the land. In the third quarter of 2014, we wrote down the value of certain retail sites that were candidates for sale where the net book value exceeded the anticipated net sales proceeds. The anticipated sales proceeds were net of estimated selling costs including brokerage fees, commissions and environmental assessment costs. The total amount of these write downs was $2 million , and is included in “Asset impairments” on the consolidated statement of income. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and 2015 were $1.1 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 $442 million as of December 31, 2016 and $358 million as of December 31, 2015 due to the frequency with which interest rates are reset. Nonfinancial assets, such as property and equipment, and nonfinancial liabilities are recognized at their carrying amounts in our balance sheets. U.S. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values on a recurring basis. However, U.S. GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property and equipment, intangible assets or goodwill. In addition, if such an event occurs, U.S. GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Nonrecurring Fair Value Measurements As discussed in Notes 4 and 8 , we have written certain of our sites down to their fair value during the periods presented. The fair value of the assets were derived using either an income approach or estimated net sales proceeds. The income approach reflects internally developed discounted cash flows that include, among other things, our expectations of future cash flows based on sales volumes, gross profits and operating expenses. We consider the inputs for this approach to be Level 3. Assets classified as held for sale and written down to fair value at September 30, 2014 based on expected net sales proceeds were sold in the fourth quarter of 2014. We consider the inputs for this approach to be Level 2. The following table displays valuation techniques for our nonfinancial assets measured at fair value on a nonrecurring basis as of December 31, 2016 , 2015 and 2014 (in millions): Valuation Techniques Fair Value Net Book Value Impairment Level 3 assets as of December 31, 2016: Property and equipment Income approach $ 4 $ 6 $ 2 Level 3 assets as of December 31, 2015: Property and equipment Income approach $ — $ 1 $ 1 Level 3 assets as of December 31, 2014: Property and equipment Income approach $ 2 $ 3 $ 1 |
Receivable (Notes)
Receivable (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | RECEIVABLES Receivables consisted of the following (in millions): December 31, 2016 2015 Trade receivables $ 132 $ 89 Other 64 47 Total receivables 196 136 Allowance for doubtful accounts (1 ) (1 ) Receivables, net $ 195 $ 135 Changes in the allowance for doubtful accounts consisted of the following (in millions): Year Ended December 31, 2016 2015 2014 Balance as of beginning of year $ 1 $ 1 $ 1 Acquisitions — — — Increase in allowance charged to expense — — — Accounts charged against the allowance, net of recoveries — — — Balance as of end of year $ 1 $ 1 $ 1 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories Disclosure | INVENTORIES Inventories consisted of the following (in millions): December 31, December 31, 2016 2015 Convenience store merchandise $ 156 $ 139 Motor fuel 92 83 Supplies 2 2 Inventories $ 250 $ 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 December 31, 2016 , the replacement cost (market value) of our U.S. motor fuel inventories exceeded their LIFO carrying amounts by approximately $8 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) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, 2016 2015 Land $ 813 $ 710 Buildings 949 759 Equipment 974 876 Land improvements and leasehold improvements 396 323 Other (a) 252 197 Asset retirement obligations 92 78 Construction in progress 89 67 Property and equipment, at cost 3,565 3,010 Accumulated depreciation (923 ) (786 ) Property and equipment, net $ 2,642 $ 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. Depreciation expense related to CST for the years ended December 31, 2016 , 2015 and 2014 was $162 million , $122 million and $114 million , respectively. Depreciation expense related to CrossAmerica for the years ended December 31, 2016 and 2015 and the three months ended December 31, 2014 was $53 million , $42 million and $8 million , respectively. CST had certain retail sites under capital leases totaling $19 million and $18 million , which are included in the table above, as of December 31, 2016 and 2015 , respectively. Accumulated depreciation on assets under capital leases was $7 million and $5 million as of December 31, 2016 and 2015 , respectively. CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and because CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as lease financing obligations. The table above includes these sites, as well as certain leases accounted for as capital leases. The total cost and accumulated amortization of property and equipment recorded by CrossAmerica under sale leaseback transactions and capital leases was $101 million and $24 million , respectively, at December 31, 2016 and $58 million and $17 million , respectively, at December 31, 2015 . See Note 14 for future minimum rental payments on capital lease obligations. |
Goodwill (Notes)
Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Goodwill Disclosure | GOODWILL Changes in goodwill during the years ended December 31, 2016 and 2015 consisted of the following (in millions): U.S. Retail Segment Canadian Retail Segment CrossAmerica Consolidated Balance at December 31, 2014 $ 19 $ — $ 223 $ 242 Acquisitions 16 $ 2 $ 41 $ 59 Purchase price adjustment — $ — $ 119 $ 119 Balance at December 31, 2015 $ 35 $ 2 $ 383 $ 420 Acquisitions 191 — 8 199 Balance at December 31, 2016 $ 226 $ 2 $ 391 $ 619 For purposes of our annual goodwill impairment test for our reporting units, we performed a qualitative assessment. After assessing the totality of events and circumstances, we determined that it is more likely than not that the fair value of our reporting units exceed their carrying amounts and therefore goodwill was not impaired at December 31, 2016. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets [Abstract] | |
Intangible Assets Disclosure | INTANGIBLE ASSETS Intangible assets consisted of the following (in millions): December 31, 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 $ (2 ) $ 20 $ — $ — $ — Other (a) 12 (2 ) 10 8 (1 ) 7 US total 34 (4 ) 30 8 (1 ) 7 Canadian Retail Segment: Customer lists (b) 95 (89 ) 6 92 (80 ) 12 Total CST 129 (93 ) 36 100 (81 ) 19 CrossAmerica: Wholesale fuel supply contracts/rights 401 (87 ) 314 388 (56 ) 332 Below market leases 12 (7 ) 5 11 (5 ) 6 Other 5 (3 ) 2 6 (4 ) 2 Total CrossAmerica 418 (97 ) 321 405 (65 ) 340 CST consolidated total $ 547 $ (190 ) $ 357 $ 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. Finite lived intangible assets in our U.S. Retail segment include trademarks and tradenames, fuel supply agreements, franchise agreements, pipeline shipping rights, licenses and permits, which are amortized on a straight-line basis over lives not exceeding 15 years. Finite lived intangible assets in our Canadian Retail segment primarily relate to customer lists, which are amortized on a straight-line basis over 15 years. As these assets are recorded in the local currency, Canadian dollars, historical gross carrying amounts are translated at each balance sheet date, resulting in changes to historical amounts presented. Finite lived intangible assets in our CrossAmerica segment relate to wholesale fuel supply contracts/rights, trademarks, covenants not to compete and above and below market leases. Intangible assets associated with wholesale fuel supply contracts/rights are amortized over 10 years and trademarks are amortized over 5 years. Covenants not to compete are amortized over the shorter of the contract term or 5 years. Intangible assets associated with above and below market leases are amortized over the lease term, which approximates 5 years. As discussed in Note 3, the value of CrossAmerica’s intangibles were stepped up at the date of the GP Purchase. In general, the stepped up values of the intangibles are being amortized over 15 years. Amortization expense related to CST intangible assets was $9 million , $7 million and $8 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Aggregate amortization expense for CST is expected to be $4 million , $4 million , $4 million , $4 million and $3 million for years ending December 31, 2017, 2018, 2019, 2020 and 2021, respectively. Amortization expense related to CrossAmerica intangible assets was $33 million and $31 million for the years ended December 31, 2016 and 2015 and $10 million for the three months ended December 31, 2014 . Aggregate amortization expense for CrossAmerica is expected to be $32 million , $32 million , $29 million , $29 million , and $28 million for the years ending December 31, 2017, 2018, 2019, 2020 and 2021, respectively. |
Accrued Expenses and Other Long
Accrued Expenses and Other Long Term Liabilities (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses and Other Long Term Liabilities [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES Accrued expenses consisted of the following (in millions): December 31, 2016 2015 Wage and other employee-related liabilities $ 32 $ 32 Environmental liabilities 2 2 Self-insurance accruals (see Note 14) 1 1 Asset retirement obligations 3 3 Accrued interest 6 6 Other 26 27 Total accrued expenses $ 70 $ 71 Other long-term liabilities consisted of the following (in millions): December 31, 2016 2015 Environmental liabilities $ 4 $ 3 Self-insurance accruals (see Note 14) 5 16 CrossAmerica sale and leaseback obligations, net of deferred financing fees 78 27 Other 49 39 Total other long-term liabilities $ 136 $ 85 Other Accrued Expenses and Long-term Liabilities Other accrued expenses include accrued liabilities for legal matters that are both probable and reasonably estimable, retention bonuses for certain non-executive employees, unearned revenue related to our Canadian business and home energy operations and various other items, none of which are material. Other long-term liabilities include security deposits, contingent liabilities related to legal matters that are both probable and reasonably estimable and various other items, none of which are material. Sale Leaseback Obligations CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites that expire through 2032, and as they have continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as lease financing obligations. The future minimum lease payments under sale leaseback financing obligations as of December 31, 2016 are as follows (in millions): Sale Leaseback Obligations 2017 $ 6 2018 7 2019 7 2020 7 2021 7 Thereafter 69 Total future minimum lease payments 103 Less interest component 70 Present value of minimum lease payments 33 Plus net book value of property at end of lease 21 Plus deferred gain to be recognized at end of lease 26 Gross sale leaseback obligations 80 Current portion 1 Long-term portion 79 Deferred financing costs, net 1 Long-term portion, net of deferred financing costs $ 78 Sale Leaseback Transaction In December 2016, CrossAmerica sold the real property at 17 retail sites acquired through the State Oil Assets acquisition for cash proceeds of $25 million , which were used to repay borrowings on its credit facility. CrossAmerica leases these properties for an initial term of 15 years with three renewal options of approximately five years each. Under the triple net lease, annual rent is initially $1.6 million based on a 6.5% capitalization rate and increases every 5 years based on inflation. Because of the continuing involvement we have with the sites through the lease and sublease of the properties, we recorded a liability for the proceeds received and will amortize this liability over the lease term as rent payments are made. Asset Retirement Obligations We have asset retirement obligations for the removal of USTs at owned and leased retail sites. There is no legal obligation to remove USTs while they remain in service. However, environmental laws in the U.S. and Canada require that USTs be removed within one to two years after the USTs are no longer in service, depending on the jurisdiction in which the USTs are located. We have estimated that USTs at our owned retail sites will remain in service approximately 30 years and that we will have an obligation to remove those USTs at that time. For our leased retail sites, our lease agreements generally require that we remove certain improvements, primarily USTs and signage, upon termination of the lease. There are no assets that are legally restricted for purposes of settling our asset retirement obligations. Changes in our asset retirement obligations were as follows (in millions): Year Ended December 31, 2016 2015 2014 Asset retirement obligations as of beginning of year $ 116 $ 105 $ 82 Acquisition of CrossAmerica — — 19 Acquisition of Flash Foods 13 — — Additions to accrual 4 13 7 Accretion expense 6 5 5 Settlements (7 ) (4 ) (6 ) Foreign currency translation — (3 ) (2 ) Asset retirement obligations as of end of year $ 132 $ 116 $ 105 Less current portion (included in accrued expenses) (3 ) (3 ) (3 ) Asset retirement obligations, less current portion $ 129 $ 113 $ 102 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT Our balances for long-term debt and capital leases are as follows (in millions): December 31, December 31, 2016 2015 CST debt and capital leases: (a) $500 million revolving credit facility $ 150 $ 60 Term loan due 2019 338 406 5.00% senior notes due 2023 550 550 Total CST outstanding debt 1,038 1,016 Deferred financing fees (12 ) (14 ) Capital leases 12 14 Total CST debt and capital leases $ 1,038 $ 1,016 CrossAmerica debt and capital leases: (b) $550 million revolving credit facility $ 442 $ 358 Other debt 1 27 Total CrossAmerica outstanding debt 443 385 Deferred financing fees (4 ) (4 ) Capital leases 28 32 Total CrossAmerica debt and capital leases $ 467 $ 413 Total consolidated debt and capital lease obligations outstanding $ 1,505 $ 1,429 Less current portion–CST 76 130 Less current portion–CrossAmerica 2 9 Consolidated debt and capital lease obligations, less current portion $ 1,427 $ 1,290 (a) The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. CST has pledged its equity ownership in CrossAmerica to secure the CST Credit Facility. (b) The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. The following table presents principal payments due for each of the next five years and thereafter (in millions): Years Ending December 31, CST CrossAmerica Total Consolidated Principal to be Repaid 2017 $ 75 $ — $ 75 2018 75 1 76 2019 338 442 780 2020 — — — 2021 — — — Thereafter 550 — 550 Total $ 1,038 $ 443 $ 1,481 CST 5% Senior Notes The CST 5% senior notes are guaranteed, jointly and severally, on a senior unsecured basis by certain domestic subsidiaries. The notes and the guarantees are unsecured senior obligations of CST and the guarantor subsidiaries, respectively. Accordingly, they are: equal in right of payment with all of CST’s and the guarantors’ existing and future senior unsecured indebtedness; senior in right of payment to any of CST’s and the guarantors’ future subordinated indebtedness; effectively subordinated to all of CST’s and the guarantors’ existing and future secured indebtedness, including indebtedness under CST’s new credit facilities; and effectively subordinated to all future indebtedness and other liabilities, including trade payables, of CST’s non-guarantor subsidiaries (other than indebtedness and other liabilities owed to CST). CrossAmerica is not a guarantor to these obligations and the subsidiary that owns CrossAmerica is an unrestricted subsidiary as defined in the indenture. If CST sells certain assets (including sales to CrossAmerica) and does not repay certain debt or reinvest the proceeds of such sales (as defined in the indenture) within certain periods of time, CST will be required to use such proceeds to offer to repurchase the notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. Upon the occurrence of certain specific change of control events, CST will be required to offer to repurchase all outstanding notes at 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. The indenture governing the notes, among other things, imposes limitations on CST’s ability to: borrow money or guarantee debt; create liens; pay dividends on or redeem or repurchase stock; make specified types of investments and acquisitions; enter into new lines of business; enter into transactions with affiliates; and sell assets or merge with other companies. After giving effect to the applicable restrictions on the payments of dividends under the indenture, as of December 31, 2016, the Company had at least $133 million of its net income and retained earnings free of such restrictions. CST Amended Credit Facility 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. CST’s amended credit facility provides for an initial aggregate amount of $1.0 billion in financing, with a final maturity date on September 30, 2019, consisting of the following: • a funded term loan in an initial aggregate principal amount of $500 million , which has amortized to $337.5 million as of December 31, 2016 ; and • a revolving credit facility with up to an aggregate principal amount of borrowings of $500 million . This amended credit facility is guaranteed by CST’s domestic subsidiaries and secured by security interests and liens on substantially all of CST’s domestic subsidiaries’ assets, including 100% of the capital stock of CST’s domestic subsidiaries and 65% of the voting equity interests and 100% of the non-voting equity interests of material, first-tier, foreign subsidiaries, subject to certain customary exceptions. This amended credit facility has, among others, the following terms: • subject to exclusions, mandatory prepayments with the net cash proceeds of certain asset sales (including drop downs to CrossAmerica), insurance proceeds or condemnation awards, the incurrence of certain indebtedness and our excess cash flow (as defined in the credit agreement); • customary affirmative and negative covenants for credit agreements of this type, including limitations on CST and CST’s guarantor subsidiaries with respect to indebtedness, liens, fundamental changes, restrictive agreements, prepayments and amendments of certain indebtedness, dispositions of assets, acquisitions and other investments, sale leaseback transactions, conduct of business, transactions with affiliates and dividends and redemptions or repurchases of stock; and • financial covenants (as defined in the credit agreement) consisting of (a) a maximum total lease adjusted leverage ratio set at 3.50 : 1.00, (b) a minimum fixed charge coverage ratio set at 1.30 : 1.00, and (c) limitations on capital expenditures. As of December 31, 2016 , CST was in compliance with these covenants. Outstanding borrowings currently under this credit facility bear a weighted average interest of 2.25% as of December 31, 2016 . In connection with the GP Purchase and the IDR Purchase, CST amended this credit facility as of September 30, 2014 (the “Amendment”). The Amendment became effective concurrently with the closing of the GP Purchase and the IDR Purchase on October 1, 2014. CST capitalized $2 million in bank fees in the third quarter of 2014 as a result of the Amendment. The Amendment, among other things: • extends the maturity of the loans and revolving commitments under the credit facility to September 30, 2019; • permits certain future transactions with CrossAmerica, including drop-down asset sales to CrossAmerica, subject to certain conditions; • provides for the designation of unrestricted subsidiaries (to be consistent with the 5% senior notes indenture), which includes the General Partner, CrossAmerica and subsidiaries of CrossAmerica, and amends covenants and events of default to exclude unrestricted subsidiaries; • increases CST’s ability to make certain investments and acquisitions, make distributions on or redeem or repurchase stock, and make certain payments on subordinated debt, in each case, subject to certain conditions; • amends the maximum total adjusted leverage ratio to permit CST to reduce indebtedness and rental expense in such calculation by unrestricted cash and cash equivalents in excess of a predetermined amount; and • replaces the Credit Agreement’s expansion capital expenditures covenant restrictions with a covenant that limits capital expenditures only if CST’s leverage ratio exceeds certain levels. Borrowings under the Amendment (in addition to existing collateral) are secured by the IDRs and common units of CrossAmerica owned by CST and other credit parties. Availability under this revolving credit facility (expires 2019) was as follows (in millions): December 31, 2016 2015 Total available credit facility limit $ 500 $ 300 Draws outstanding on revolving credit facility (150 ) (60 ) Letters of credit outstanding (6 ) (4 ) Maximum leverage ratio constraint — — Total available and undrawn $ 344 $ 236 CrossAmerica Credit Facility At the date of the GP Purchase, CrossAmerica entered into an amended and restated credit agreement. This credit facility is a senior secured revolving credit facility maturing on March 4, 2019, with a total borrowing capacity of $550 million , under which swing-line loans may be drawn up to $25 million and standby letters of credit may be issued up to an aggregate of $45 million . This credit facility may be increased, from time to time, upon CrossAmerica’s written request, subject to certain conditions, up to an additional $100 million . All obligations under the credit facility are secured by substantially all of the assets of CrossAmerica and its subsidiaries. In connection with future acquisitions, the revolving credit facility requires, among other things, that CrossAmerica have, after giving effect to such acquisition, at least $20 million , in the aggregate, of borrowing availability under its revolving credit facility and unrestricted cash on the balance sheet on the date of such acquisition. The amount of availability at December 31, 2016 under the credit facility, after taking into account outstanding letters of credit and debt covenant constraints, was $94 million. The weighted-average interest rate on outstanding borrowings at December 31, 2016 , was 3.53% . CrossAmerica is required to maintain a total leverage ratio (as defined) for the most recently completed four fiscal quarters of less than or equal to 4.50 : 1.00, except for periods following a material acquisition. The total leverage ratio shall not exceed 5.00 : 1.00 for the first three full fiscal quarters following the closing of a material acquisition or 5.50 : 1.00 upon the issuance of Qualified Senior Notes (as defined) in the aggregate principal amount of $175 million or greater. CrossAmerica is also required to maintain a senior leverage ratio (as defined) after the issuance of qualified senior notes of $175 million or greater of less than or equal to 3.00 : 1.00 and a consolidated interest coverage ratio (as defined) of at least 2.75 : 1.00. CrossAmerica was in compliance with these covenants as of December 31, 2016 . CrossAmerica is prohibited from making distributions to its unitholders if any potential default or event of default occurs or would result from the distribution, or if CrossAmerica is not in compliance with its financial covenants. In addition, the CrossAmerica credit facility contains various covenants which may limit, among other things, CrossAmerica’s ability to grant liens; create, incur, assume, or suffer to exist other indebtedness; or make any material change to the nature of CrossAmerica’s business, including mergers, liquidations, and dissolutions; and make certain investments, acquisitions or dispositions. In December 2016, the credit facility was amended as summarized below: • Modified certain terms to permit the acquisition of the Partnership’s general partner indirectly by Couche-Tard; • Reduced the threshold for qualifying as a “material acquisition” from $50 million to $30 million ; • Extended the time period from two to three quarters that the leverage ratio following a material acquisition can be 5.00 : 1.00; • Created further flexibility to conduct sale leaseback transactions; • Increased swing-line loan capacity from $10 million to $25 million ; and • Certain other operational and technical amendments. CrossAmerica Other Debt CrossAmerica issued a $1 million note payable in connection with a 2013 acquisition. The note matures July 1, 2018, at which time a balloon payment for all outstanding principal and any unpaid interest is due. The loan is secured by all the real and personal property at these sites. Renegotiation of Rocky Top Purchase Obligation CrossAmerica renegotiated the terms of a deferred seller financing obligation that obligated it to purchase certain sites. As a result, during the second quarter of 2016, CrossAmerica reclassified the liability associated with this financing obligation from debt and capital lease obligations to lease financing obligations within accrued expenses and other current liabilities and other noncurrent liabilities on the consolidated balance sheet. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 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 79 million and 78 million gallons during the years ended December 31, 2016 and 2015 , respectively. We incurred rent expense on retail sites leased from CrossAmerica of $17 million and $9 million during the years ended December 31, 2016 and 2015 , respectively. Amounts payable to CrossAmerica totaled $4 million and $2 million at December 31, 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 the U.S. Retail retail sites 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 $16 million and $11 million in cash to CrossAmerica during the years ended December 31, 2016 and 2015 , respectively, related to CrossAmerica’s 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 GP Board 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 $13 million and $10 million under the terms of the Amended Omnibus Agreement for these services during the years ended December 31, 2016 and 2015, respectively. CST charged non-cash stock-based compensation and incentive compensation costs to CrossAmerica of $5 million for the years ended December 31, 2016 and 2015 . Receivables from CrossAmerica were $10 million and $9 million at December 31, 2016 and 2015 , respectively. Effective January 1, 2016, the fixed billing component of the management fee under the Amended Omnibus Agreement was increased to $856,000 per month. This increase was approved by the executive committee of the Board of Directors and on behalf of CrossAmerica by the independent conflicts committee of the GP Board. At the end of each calendar year, CST and CrossAmerica have the right to negotiate a reduction or increase to the amounts due under the Amended Omnibus Agreement for such year. CST and CrossAmerica also have the right to negotiate the amount of the annual management fee as circumstances require. As approved by the independent conflicts committee of the GP Board and the executive committee of our Board of Directors, CrossAmerica and CST may mutually agree to settle, from time to time, some or all of the amount 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 Common Units Issued Quarter ended June 30, 2015 July 16, 2015 145,056 Quarter ended September 30, 2015 October 26, 2015 114,256 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 Quarter ended December 31, 2016 * 171,039 * Expected to be issued on February 28, 2017 IDR and Common Unit Distributions CST received cash distributions related to its ownership of CrossAmerica’s IDRs and common units as follows (in millions): Year Ended December 31, 2016 2015 IDRs $ 3 $ 1 Common unit distributions 16 8 Total $ 19 $ 9 CrossAmerica Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from motor fuel sales and rental income from DMS and its affiliates were as follows (in millions): Year Ended December 31, 2016 2015 Revenues from motor fuel sales to DMS and its affiliates $ 254 $ 323 Rental income from DMS and its affiliates $ 21 $ 23 Receivables from DMS and its affiliates totaled $9 million and $7 million at December 31, 2016 and 2015 , respectively. Revenues from rental income from Topstar Enterprises was $0.5 million , $0.5 million and $0.7 million for the years ended December 31, 2016 , 2015 and 2014, respectively. CrossAmerica leases real estate from certain entities affiliated with Joseph V. Topper, Jr. Rent expense paid to these entities was $0.9 million , $0.9 million and $0.8 million for the years ended December 31, 2016 , 2015 and 2014, 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 $0.2 million for the years ended December 31, 2016 and 2015 . 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 the GP Board, as previously approved in August 2013 by the independent conflicts committee of the GP Board. CrossAmerica incurred an immaterial amount of lease costs related to these aircraft in 2016. Lease costs incurred by CrossAmerica for use of these aircraft were $0.2 million and $0.3 million for the years ended 2015 and 2014 , respectively, for the use of these aircrafts. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are undertaken by a related party of Joseph V. Topper, Jr. as approved by the independent conflicts committee of the GP Board. CrossAmerica incurred $1.6 million , $1.3 million and $1.4 million with this related party for the years ended December 31, 2016 , 2015 and 2014 , respectively. CrossAmerica Principal Executive Offices The CrossAmerica principal executive offices are in Allentown, Pennsylvania. Through February 2016, they subleased office space from CST that CST leased from DMI. Since February 2016, they have subleased office space from CST that CST leased from an affiliate of John B. Reilly, III and Mr. Topper, both directors of the GP Board. The management fee charged under the Amended Omnibus Agreement incorporates this rental expense, which amounted to $0.1 million and $0.2 million for the years ended December 31, 2016 and 2015 , respectively. In addition, they paid amounts directly to DMI and the affiliate of J.B. Reilly, III amounting to $0.5 million , $0.2 million and $0.1 million for the years ended December 31, 2016 , 2015 and 2014 , 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 of CrossAmerica 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 by and between CST and Mr. Topper and his affiliates. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | COMMITMENTS AND CONTINGENCIES Leases We have long-term operating lease commitments for land, office facilities, retail sites, retail site buildings and related equipment that generally contain renewal options for periods ranging from five to ten years. In addition to minimum rental payments, certain leases require additional contingent payments based on motor fuel volume sold. We also have capital lease commitments for certain retail sites as described in Note 8. In most cases, we expect that in the normal course of business, our leases will be renewed or replaced by other leases. As of December 31, 2016 , our consolidated future minimum lease payments for (i) operating leases having initial or remaining noncancelable lease terms in excess of one year and (ii) capital leases were as follows (in millions): Operating Leases CST CrossAmerica Total 2017 $ 41 $ 17 $ 58 2018 37 15 52 2019 33 14 47 2020 29 12 41 2021 26 9 35 Thereafter 105 39 144 Total minimum rental payments $ 271 $ 106 $ 377 Capital Leases CST CrossAmerica Total 2017 $ 4 $ 6 $ 10 2018 4 7 11 2019 3 7 10 2020 3 7 10 2021 3 7 10 Thereafter 14 69 83 Total minimum rental payments $ 31 $ 103 $ 134 Less amount representing interest (17 ) (70 ) (87 ) Net minimum rental payments $ 14 $ 33 $ 47 Rental expense was as follows (in millions): Year Ended December 31, 2016 2015 2014 Minimum rental expense $ 69 $ 59 $ 33 Contingent rental expense 19 19 20 Total rental expense $ 88 $ 78 $ 53 CrossAmerica’s Renegotiation of Rocky Top Purchase Obligation In connection with the Rocky Top acquisition completed in September 2013, CrossAmerica entered into a deferred seller financing arrangement, which obligated it to purchase certain sites over a 5-year period for an average of $5 million per year beginning in 2016 at a 7.7% capitalization rate. In June 2016, the Partnership renegotiated the terms with the sellers, eliminating the deferred seller financing obligation and agreeing to terms of a new lease of the assets for an initial term of 15 years and 8 months with four renewal options of five years each. Under this triple net lease, annual rent is initially $1.8 million based on a 6.5% capitalization rate and increases 1.5% per year. However, because of the continuing involvement we have with the sites through the lease and sublease of the properties, we recorded the liability on our balance sheet at fair value on the date of the reclassification, which approximated its carrying value. During the second quarter of 2016, we 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. Litigation Matters 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. Canadian Price Fixing Claims—CST Ultramar Ltd., Valero’s principal Canadian subsidiary (“Ultramar”), four of its then current and former employees and several competitors were named as defendants in four class actions alleging that Ultramar and the other named competitors engaged in illegal price fixing in four distinct markets in the province of Québec. The cases were filed in June 2008 following an investigation by the Canadian Competition Bureau, which resulted in limited guilty pleas by Ultramar and two former employees and charges laid against several alleged co-conspirators. The guilty pleas followed an extensive government investigation and was confined to a limited time period and limited geographic area around Thetford Mines and Victoriaville in Québec. As a result, four class actions were filed on the same day in the matters of (i) Simon Jacques vs. Ultramar et al in the Superior Court of Québec, District of Québec City, (ii) Daniel Thouin/ Marcel Lafontaine vs. Ultramar et al, Superior Court of Québec, District of Montreal, (iii) Michael Jeanson et al vs. Ultramar et al, Superior Court of Québec, District of Hull and (iv) Thibeau vs. Ultramar et al, Superior Court of Québec, District of Montreal. As required, pursuant to the civil procedure rules in effect, the first filed claim is given priority, and the others are suspended pending final judgment on the first filed claim. The plaintiffs’ lawsuits alleged the existence of a conspiracy beyond the scope of the time and geographic regions of the guilty pleas. Hearings on class suitability took place in September 2009, and in November 2009 and the court allowed plaintiffs to assert claims for a time range of 2002 to 2006, but limited the geographic area of the claims to the four limited markets, which were the subject of the investigation by the Competition Bureau. Plaintiffs amended their claims to assert claims, which include claims for 2001 and claims for interest and attorneys fees. During the fourth quarter of 2012, we concluded a loss was probable and reasonably estimable and as such, we recorded an immaterial loss contingency liability for the amount we believe could be assessed against Ultramar. Ultramar and other defendants reached a tentative settlement agreement with plaintiffs on October 16, 2016, which is still subject to approval by the courts. We have recorded our portion of the settlement as of December 31, 2016. On June 10, 2011, Ultramar and several other defendants were served with a “new” amended motion to institute a class action in the matter of Daniel Thouin v. Ultramar Ltd., et al., Superior Court of Québec, District of Québec. On September 6, 2012, the Superior Court of Québec authorized the class action to be extended to 14 additional cities/regions of the Province of Québec, which were beyond the scope of the Competition Bureau’s investigation and the guilty pleas referenced above. CST does not believe that a loss for this claim is either probable or estimable at this time and intends to vigorously defend these claims. Environmental Matters We are subject to extensive federal, state, provincial and local environmental laws and regulations, including those relating to USTs, the release or discharge of materials into the air, water and soil, waste management, pollution prevention measures, the generation, storage, handling, use, transportation and disposal of hazardous materials, the exposure of persons to hazardous materials, greenhouse gas emissions and characteristics, composition, storage and sale of motor fuel, and the health and safety of our employees. We are required to make financial expenditures to comply with regulations governing USTs adopted by federal, state, provincial and local regulatory agencies. Pursuant to the Resource Conservation and Recovery Act of 1976, as amended, the U.S. Environmental Protection Agency has established a comprehensive regulatory program for the detection, prevention, investigation and cleanup of leaking USTs. State or local agencies are often delegated the responsibility for implementing the federal program or developing and implementing equivalent state or local regulations. We have a comprehensive program in place for performing routine tank testing and other compliance activities which are intended to promptly detect and investigate any potential releases. In addition, the U.S. Federal Clean Air Act and similar state laws impose requirements on emissions to the air from motor fueling activities in certain areas of the country, including those that do not meet state or national ambient air quality standards. These laws may require the installation of vapor recovery systems to control emissions of volatile organic compounds to the air during the motor fueling process. We believe we are in compliance in all material respects with applicable environmental requirements, including those applicable to our USTs. We are in the process of investigating and remediating contamination at a number of our sites as a result of recent or historic releases of motor fuel. In addition, we make routine applications to state trust funds for the sharing, recovering and reimbursement of certain cleanup costs and liabilities as a result of releases of motor fuel from storage systems. As of December 31, 2016 and 2015 , our environmental reserves recorded in the consolidated financial statements were $6 million and $5 million , respectively. These environmental reserves represent our estimates for future expenditures for remediation and related litigation associated with contaminated sites as a result of releases ( e.g. overfills, spills and releases) and are based on current regulations, historical results and certain other factors. Environmental liabilities that we have recorded are based on internal and external estimates of costs to remediate sites. Factors considered in the estimates of the liability are the expected cost and the estimated length of time to remediate each contaminated site. Estimated remediation costs are not discounted because the timing of payments cannot be reasonably estimated. Reimbursements under state trust fund programs are recognized when received because such amounts are insignificant. The adequacy of the liability is evaluated quarterly and adjustments are made based on updated experience at existing sites, newly identified sites and changes in governmental policy. Self-Insurance Matters We are partially self-insured for our general liability insurance. We maintain insurance coverage at levels that are customary and consistent with industry standards for companies of similar size. All of our liability and property insurance policies contain retention and deductible clauses that limit our loss exposure. We are a nonsubscriber under the Texas Workers’ Compensation Act and maintain an employee injury plan in compliance with the Employee Retirement Income Security Act of 1974 in the U.S., which is self-insured. For our U.S. operations outside of Texas, we maintain statutory workers’ compensation insurance, which is partially self-insured. In Canada, we are a subscriber under the public system workers’ compensation of the provinces where we operate. As of December 31, 2016 , there are a number of outstanding claims that are of a routine nature. The estimated incurred but unpaid liabilities relating to these claims are included in other accrued expenses. Additionally, there are open claims under previous policies that have not been resolved as of December 31, 2016 . While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $6 million will be sufficient to cover the related liability and that the ultimate disposition of these claims will have no material effect on our financial position, results of operations and cash flows. Valero has fully indemnified us for the portion of the liability relating to claims incurred up to the date of the separation and the distribution and we accordingly have an associated asset of $5 million related to these claims. Tax Matters We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity Disclosure | EQUITY CST Share Activity A total of 250 million shares of CST common stock, $0.01 par value, have been authorized of which 77,935,731 were issued and 75,749,114 were outstanding as of December 31, 2016 , and 77,749,964 were issued and 75,615,766 were outstanding as of December 31, 2015 . Included in these amounts were 310 and 140,053 shares as of December 31, 2016 and 2015 , respectively, which represent restricted shares that were not yet vested. In connection with the GP Purchase and IDR Purchase, we issued 2,044,490 unregistered shares of our common stock on October 1, 2014. Activity related to shares of CST’s common stock and treasury stock was as follows (in thousands): Common Stock Treasury Stock Balance at December 31, 2014 77,674 (513 ) Transactions in connection with stock-based compensation plans: Stock issuances 76 — Stock repurchases — (29 ) Stock repurchases under buyback program — (1,592 ) Balance at December 31, 2015 77,750 (2,134 ) Transactions in connection with stock-based compensation plans: Stock issuances 186 — Stock repurchases — (53 ) Stock repurchases under buyback program — — Balance at December 31, 2016 77,936 (2,187 ) CST Treasury Stock For the year ended December 31, 2015 , we purchased 1,592,477 of our common shares for a total purchase price of $64 million as part of our publicly announced share repurchase program. During 2016 and 2015 , we also withheld 69,541 and 29,007 shares of our common stock with a total fair value of $3 million and $1 million in connection with withholding taxes related to the exercise of stock options, the vesting of restricted stock and the vesting of restricted stock units. During 2016, we issued 17,122 treasury shares to our employees as part of our employee stock purchase plan. CST Dividends We paid regular quarterly cash dividends of $0.0625 per common share, or $5 million , each quarter, commencing with the quarter ended September 30, 2013 through the quarter ended June 30, 2016. The Merger Agreement prohibits, among other things, us from declaring and paying quarterly cash dividends between August 21, 2016 and completion of our Merger. Our indebtedness also restricts our ability to pay dividends. It is uncertain that we will pay dividends in the future at previous levels or at all. 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, we announced that the independent executive committee of our 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. We made no purchases under the unit purchase program during the year ended December 31, 2016 . From inception through December 31, 2016 , we 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. The Merger Agreement precludes CST from making any further purchases of CrossAmerica common units. CrossAmerica Distributions Quarterly distribution activity for 2016 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) March 31, 2016 May 19, 2016 May 31, 2016 $ 0.5975 $ 20 June 30, 2016 August 8, 2016 August 15, 2016 $ 0.6025 $ 20 September 30, 2016 November 4, 2016 November 15, 2016 $ 0.6075 $ 20 December 31, 2016 February 6, 2017 February 13, 2017 $ 0.6125 $ 21 The amount of any distribution is subject to the discretion of the GP Board, 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 Unit Offering On June 19, 2015, CrossAmerica closed on the sale of 4.6 million common units for net proceeds of approximately $139 million . CrossAmerica used the net proceeds from this offering to reduce indebtedness outstanding under its revolving credit facility. On July 1, 2015, CrossAmerica borrowed $184 million under its revolving credit facility to fund the purchase of the 12.5% equity interest in CST Fuel Supply, the acquisition of the 29 NTIs from CST and the One Stop acquisition. On July 16, 2015, CrossAmerica closed on the sale of an additional 0.2 million common units for net proceeds of $6 million in accordance with the underwriters’ option to purchase additional common units associated with the June offering discussed above. CST Stock Repurchase Plan On August 5, 2014, our Board of Directors approved a stock repurchase plan under which we are authorized to purchase shares of our common stock up to a maximum dollar amount of $200 million , until such authorization is exhausted or withdrawn by our Board of Directors. We did not repurchase any of our common stock during the year ended December 31, 2016 and have $114 million remaining under the plan. The Merger Agreement prohibits CST from making any further repurchases of CST common stock. The following table shows our share repurchase activity since inception of the plan through December 31, 2016 : Quarter Ended Total Number of Shares Purchased Average Price Paid per Share Total Cost of Shares Purchased Amount Remaining under the Plan December 31, 2014 501,750 $ 42.98 $ 21,564,669 $ 178,435,331 March 31, 2015 334,584 $ 41.98 $ 14,044,494 $ 164,390,837 June 30, 2015 369,348 $ 40.20 $ 14,848,306 $ 149,542,531 September 30, 2015 888,545 $ 39.56 $ 35,151,634 $ 114,390,897 December 31, 2015 — $ — $ — $ 114,390,897 Jan. 1 - December 31, 2016 — $ — $ — $ 114,390,897 Total 2,094,227 $ 85,609,103 $ 114,390,897 There have been no repurchases of CST stock under this stock repurchase program subsequent to December 31, 2016 . CrossAmerica Common Unit Repurchase Program In November 2015, the GP Board 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 Merger Agreement precludes CrossAmerica from making any further repurchases of its common units. The following table shows the purchases made through December 31, 2016 : Period Total Number of Units Purchased Average Price Paid per Unit Total Cost of Units Purchased Amount Remaining under the Program January 1 - December 31, 2015 154,158 $ 23.37 $ 3,603,071 $ 21,396,929 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 October 1 - December 31, 2016 — — — 18,144,276 Total 287,621 $ 6,855,724 $ 18,144,276 CrossAmerica did no t repurchase any common units from January 1, 2017 through the date of this filing. 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 years ended December 31, 2016 , 2015 and 2014 (in millions): Year Ended December 31, 2016 2015 2014 Balance at the beginning of the period $ (30 ) $ 77 $ 133 Other comprehensive income (loss) before reclassifications 5 (107 ) (56 ) Amounts reclassified from other comprehensive income — — — Net other comprehensive income (loss) 5 (107 ) (56 ) Balance at the end of the period $ (25 ) $ (30 ) $ 77 Noncontrolling Interest Noncontrolling interest represents the limited partner equity in CrossAmerica owned by outside limited partners. As a result of the GP Purchase, we adjusted the noncontrolling interest to $767 million as a result of consolidating the net assets of CrossAmerica at their fair values. As discussed in Note 1, CST owns 19.8% of the limited partner interest in CrossAmerica as of December 31, 2016 . CST’s ownership interest in CrossAmerica has resulted in adjustments to noncontrolling interest of $166 million recorded as a component of CST’s equity. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation Disclosure | EQUITY-BASED COMPENSATION Overview of CST Plans The CST Plan permits us to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance based awards, other stock-based awards and cash awards to CST officers, directors and certain other employees. The CST Plan provided for a pool of 7.5 million shares of our common stock, and as of December 31, 2016 there were 5.1 million shares available for grant under the CST Plan. Compensation expense for CST’s stock-based awards is based on the fair values of the awards on the date of grant and is recognized on a straight-line basis over the vesting period of each vesting tranche. We record stock-based compensation as components of operating expenses and administrative expenses in the consolidated statements of income. CrossAmerica has granted phantom units and other awards to employees of CST who perform services for CrossAmerica. The value of these grants are remeasured at fair value at each balance sheet reporting date based on the fair market value of CrossAmerica’s common units, and the cumulative compensation cost related to that portion of the awards that have vested is recognized ratably over the vesting term. 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): Year Ended December 31, 2016 2015 2014 Equity-based compensation related to CST $ 13 $ 12 $ 10 Equity-based compensation related to CrossAmerica 4 5 8 Total equity-based compensation expense $ 17 $ 17 $ 18 During the year ended December 31, 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 year ended December 31, 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. CST Stock Options Stock options granted under the CST Plan become exercisable in equal increments on the first, second and third anniversaries of their date of grant, and expire on the tenth anniversary of their date of grant. Exercise prices of these stock options are equal to the market value of the CST common stock on the date of grant. Market value is defined by the CST Plan as the mean of the highest and lowest prices per share of our common stock on the NYSE on the date of grant. As of December 31, 2016 , options to purchase 1.5 million shares were outstanding with exercise prices ranging from $29.53 to $44.34 per share. The following summarizes all CST stock option activity, which includes the portion rebilled to CrossAmerica, during the years ended December 31, 2016 and 2015 : Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions) Options outstanding at December 31, 2014 603,839 $ 30.86 8.9 $ 8 Granted 695,700 $ 41.44 Exercised (4,102 ) $ 29.86 $ — Unvested options forfeited (5,746 ) $ 37.97 Options outstanding at December 31, 2015 1,289,691 $ 36.54 8.6 $ 5 Granted 417,462 $ 38.77 Exercised (168,780 ) $ 39.01 $ 2 Unvested options forfeited (42,573 ) $ 41.24 Options outstanding at December 31, 2016 1,495,800 $ 36.75 7.9 $ 17 Options exercisable at December 31, 2016 652,469 $ 34.01 7.3 $ 9 The aggregate intrinsic value at year end in the table above represents the total pre-tax intrinsic value that would have been received by the stock option holders if all of the in-the-money options were exercised on December 31, 2016 . The pre-tax intrinsic value is the difference between the closing price of our common stock on December 31, 2016 and the exercise price for each in-the-money option. This value fluctuates with the changes in the price of our common stock. The fair value of each option was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions used for grants during 2016 and 2015 : Year Ended December 31, 2016 2015 Expected term (years) 6.00 6.00 Expected stock price volatility 29.05 % 25.31 % Risk-free interest rate 1.49 % 1.75 % Expected dividend yield 0.64 % 0.60 % Expected term was estimated using the simplified method, which takes into account vesting and contractual term. The simplified method is being used to calculate expected term due to the lack of prior grant history and a relatively small number of recent expected life assumptions available from our peers. Expected stock price volatility was based on the weighted-average of our peer group’s median implied volatility, our own mean reversion volatility, and the median of our peer group’s most recent volatilities over the expected term. The risk-free interest rate was based on the rate of a zero-coupon U.S. Treasury instrument with a remaining term approximately equal to the expected term. The risk free rate was calculated by interpolating between the published 5-year and 7-year U.S. Treasury spot rates. The expected dividend yield was based on the market value of the common stock on the date of grant (as defined by the CST Plan) and assumed future annual dividends of $0.25 per share. The weighted-average fair value of stock options granted under the CST Plan in 2016 was $11.06 . As of December 31, 2016 there was $2 million of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of approximately 1.3 years. CST Restricted Stock Restricted stock awards granted under the CST Plan participate in dividends and vest under one of the following schedules: • in full on the first anniversary of their date of grant; • in full on the third anniversary of their date of grant; • in three equal increments on the first, second and third anniversaries of their date of grant. The following summarizes all restricted stock activity during the years ended December 31, 2016 and 2015 : Number of CST Shares Weighted-Average Grant-Date Fair Value Restricted shares outstanding at December 31, 2014 176,323 $ 30.03 Granted 22,820 $ 41.41 Vested (58,170 ) $ 30.46 Forfeited (920 ) $ 29.53 Restricted shares outstanding at December 31, 2015 140,053 $ 31.70 Granted — $ — Vested (139,483 ) $ 31.71 Forfeited (260 ) $ 29.53 Restricted shares outstanding at December 31, 2016 310 $ 31.25 The fair value of each share of restricted stock is estimated on the date of grant as the mean of the highest and lowest prices per share of our stock price on the NYSE on the date of grant. As of December 31, 2016 , there was an immaterial amount of unrecognized compensation cost related to unvested restricted stock. This remaining cost is expected to be recognized over a weighted-average period of approximately 0.2 years. CST Restricted Stock Units Restricted stock units granted under the CST Plan participate in dividends and vest in three equal increments on the first, second and third anniversaries of their date of grant. The following summarizes all CST restricted stock unit activity, which includes the portion rebilled to CrossAmerica, during the years ended December 31, 2016 and 2015 : Number of CST Restricted Stock Units Weighted-Average Grant-Date Fair Value Restricted stock units outstanding at December 31, 2014 141,252 $ 31.46 Granted 135,746 $ 41.53 Vested (49,512 ) $ 32.12 Forfeited (1,136 ) $ 39.29 Restricted stock units outstanding at December 31, 2015 226,350 $ 37.32 Granted 150,667 $ 38.76 Vested (124,696 ) $ 37.19 Forfeited (10,845 ) $ 40.46 Restricted stock units outstanding at December 31, 2016 241,476 $ 38.14 The fair value of each restricted stock units is estimated on the date of grant as the mean of the highest and lowest prices per share of CST’s stock price on the NYSE on the date of grant. As of December 31, 2016 , there was $2 million of unrecognized compensation cost related to unvested restricted stock units. This cost is expected to be recognized over a weighted-average period of approximately 1.1 years. CST Market Share Units Additionally in 2016 there were 93,249 market share units granted representing the targeted number of equity based awards that will be settled in CST common shares on the third anniversary of their grant date, at which time dividends will be calculated and paid for the three prior years. The number of shares that will ultimately vest is subject to market and performance conditions as outlined in the market share unit award agreement. The fair value of these units was estimated on the grant date using a Monte Carlo simulation based on the following assumptions: Beginning average stock price $ 34.18 Expected stock price volatility 27.71 % Risk-free interest rate 1.04 % Expected dividend yield 0.64 % The beginning average stock price is the 20-day volume weighted average price preceding the grant date. Expected stock price volatility was based on a weighted average blend of implied and historical volatilities using daily closing stock prices as of the grant date. The risk-free interest rate was based on the rate of a zero-coupon U.S. Treasury instrument with a remaining term equal to the three-year term. The expected dividend yield was based on the market value of the common stock on the date of grant and assumed future annual dividends of $0.25 per share. CrossAmerica Equity-Based Awards The CrossAmerica Plan is a long-term incentive plan for employees, officers, consultants and directors of the General Partner of CrossAmerica and any of its affiliates who perform services for CrossAmerica. The maximum number of common units of CrossAmerica that may be delivered with respect to awards under the CrossAmerica Plan is 1,505,000 . Generally, the CrossAmerica Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit awards, unit appreciation rights, distribution equivalent rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The GP Board may terminate or amend the CrossAmerica Plan at any time with respect to any common units for which a grant has not yet been made. The GP Board also has the right to alter or amend the CrossAmerica Plan or any part of the CrossAmerica Plan from time to time, including increasing the number of common units that may be granted, subject to unitholder approval as required by the exchange upon which common units of CrossAmerica are listed at that time. CrossAmerica has primarily granted phantom units under the CrossAmerica Plan. Phantom units generally vest in three equal increments on the first, second and third anniversaries of their date of grant. However, grants made in the fourth quarter of 2014 and fourth quarter of 2015 to the non-employee members of the current GP Board vested in full on the first anniversary of their date of grant. The following is a summary of phantom unit activity for the years ended December 31, 2016 and 2015 : Number of CrossAmerica Units Phantom units outstanding at December 31, 2014 255,376 Granted 56,455 Vested (144,982 ) Forfeited (7,718 ) Phantom units outstanding at December 31, 2015 159,131 Granted 5,364 Vested (115,118 ) Forfeited (2,063 ) Phantom units outstanding at December 31, 2016 47,314 The fair value of the phantom units and other non-vested awards outstanding at December 31, 2016 , based on the closing price of CrossAmerica’s common units, was $2 million . Unrecognized compensation expense related to the non-vested awards was $0.3 million at December 31, 2016 and is expected to be recognized over a weighted average period of 0.3 years. In connection with the GP Purchase, all unvested awards held by covered persons and members of the former GP Board vested on October 1, 2014. As a result, 169,580 phantom units and certain other awards vested. The incremental charge recorded in the fourth quarter of 2014 associated with the accelerated vesting of these awards was approximately $5 million . |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2016 2015 2014 Participating Awards Common Stock Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 324 $ 149 $ 200 Less dividends declared: Common stock 10 19 19 Undistributed earnings $ 314 $ 130 $ 181 Weighted-average common shares outstanding (in thousands) 398 75,627 361 76,155 302 75,909 Earnings per common share Distributed earnings $ 0.12 $ 0.12 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Undistributed earnings 4.14 4.14 1.70 1.70 2.38 2.38 Total earnings per common share $ 4.26 $ 4.26 $ 1.95 $ 1.95 $ 2.63 $ 2.63 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 324 $ 149 $ 200 Weighted-average common shares outstanding (in thousands) 75,627 76,155 75,909 Common equivalent shares: Stock options (in thousands) 228 120 34 Restricted stock (in thousands) 40 101 91 Restricted stock units (in thousands) 183 129 52 Market share units (in thousands) 59 — Weighted-average common shares outstanding - assuming dilution (in thousands) 76,137 76,505 76,086 Earnings per common share - assuming dilution $ 4.24 $ 1.95 $ 2.63 The table below presents securities that have been excluded from the computation of diluted earnings per share because they would have been anti-dilutive for the periods presented: Year Ended December 31, 2016 2015 2014 Weighted-average anti-dilutive stock awards (in thousands) 388 567 245 |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES Income before income tax expense from our U.S. and Canadian operations was as follows (in millions): Year Ended December 31, 2016 2015 2014 U.S. operations $ 384 $ 122 $ 188 Canadian operations 96 105 101 Income before income tax expense $ 480 $ 227 $ 289 The following is a reconciliation of the U.S. statutory federal income tax rate ( 35% for all years presented) to the consolidated effective income tax rate: Year Ended December 31, 2016 2015 2014 Federal income tax expense at the U.S. statutory rate 35.0 % 35.0 % 35.0 % U.S. state income tax expense, net of U.S. federal income tax effect 2.2 1.5 1.6 Canadian operations (1.9 ) (3.6 ) (2.6 ) CrossAmerica operations 1.3 (0.4 ) 3.1 Credits (0.1 ) — — Canadian withholding tax — 6.7 — Other 0.3 (0.3 ) 0.7 Income tax expense 36.8 % 38.9 % 37.8 % CrossAmerica historically has not been subject to federal and most state income tax, with the exception of operations conducted through certain corporate subsidiaries. Excluding CrossAmerica, our 2016 effective tax rate was 35.6% compared to 39.3% for 2015. Components of income tax expense related to net income were as follows (in millions): Year Ended December 31, 2016 2015 2014 Current: U.S. federal $ 69 $ 63 $ 59 U.S. state 9 8 6 Canada 22 24 20 Total current 100 95 85 Deferred: U.S. federal 67 (7 ) 14 U.S. state 7 (4 ) 2 Canada 2 4 8 Total deferred 76 (7 ) 24 Income tax expense $ 176 $ 88 $ 109 Excluding CrossAmerica, 2016 income tax expense was $178 million compared to $97 million in 2015. The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in millions): December 31, 2016 2015 Deferred income tax assets: Net operating losses $ 4 $ 5 Lease financing obligation (CrossAmerica: $23 at December 31, 2016) 23 23 Inventories 5 6 Unpaid insurance reserve 2 5 Accrued expenses 10 11 Property and equipment 12 13 Intangibles 47 48 Other assets (CrossAmerica: $4 at December 31, 2016) 17 16 Total deferred income tax assets 120 127 Less: Valuation allowance (CrossAmerica: $6 at December 31, 2016) (10 ) (11 ) Net deferred income tax assets 110 116 Deferred income tax liabilities: Property and equipment (CrossAmerica: $68 at December 31, 2016) (256 ) (177 ) Intangibles (CrossAmerica: $4 at December 31, 2016) (13 ) (13 ) Investment in Partnership (42 ) (41 ) Other (CrossAmerica: $2 at December 31, 2016) (11 ) (8 ) Total deferred income tax liabilities (322 ) (239 ) Net deferred income tax assets (liabilities) (CrossAmerica: $52 at December 31, 2016) (212 ) (123 ) Less: Non-current deferred income tax asset (62 ) (63 ) Non-current deferred income tax liability (CrossAmerica: $52 at December 31, 2016) $ (274 ) $ (186 ) The change in the balance sheet deferred tax accounts reflects deferred income tax expense, the deferred tax impact of other comprehensive income items, adjustments related to the Spin-off and certain deferred taxes resulting from purchase accounting associated with the GP Purchase and noncontrolling interest shifts. As of December 31, 2016 , we had no income tax credit carryforwards. We have $91 million of state NOLs available for carry forward. The losses expire within a period of five to fifteen years. At December 31, 2016 , we had valuation allowances of $10 million , a decrease of $1 million from 2015, primarily related to state NOL valuation allowances. The $10 million valuation is comprised of $4 million state net operating losses and $6 million associated with CrossAmerica’s valuation allowance that relates primarily to the uncertainty of the availability of future profits to realize the tax benefit of the existing deductible temporary difference. Changes in the valuation allowance account consisted of the following (in millions): Year Ended December 31, 2016 2015 2014 Balance at beginning of period $ 11 $ 7 $ 1 Charged to costs and expense (1 ) 4 — Charged to other accounts (a) — — 6 Balance at end of period $ 10 $ 11 $ 7 (a) Amount relates to CrossAmerica acquisition in 2014. In conjunction with CrossAmerica’s ongoing review of its actual results and anticipated future earnings, CrossAmerica continuously reassesses the possibility of releasing the valuation allowance on the deferred tax assets. The valuation allowance is based on our estimates of future taxable income in the various jurisdictions in which we operate and the period over which deferred income tax assets will be recoverable. It is reasonably possible that a significant portion of the valuation allowance will be released within the next twelve months. We believe the remaining deferred income taxes will be realized based on future taxable income and the reversal of existing temporary differences. Accordingly, we believe that no additional valuation allowances are necessary. We provide tax reserves for federal, state, local and international uncertain tax positions. The development of these tax positions requires subjective, critical estimates and judgments about tax matters, potential outcomes and timing. Although the outcome of open tax examinations is uncertain, in management’s opinion, adequate provisions for income taxes have been made for potential liabilities resulting from these reviews. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions, or changes in assumptions in future periods, are recorded in the period they become known. To the extent additional information becomes available prior to resolution; such accruals are adjusted to reflect probable outcomes. As of December 31, 2016 and 2015 , we did no t have any significant unrecognized tax benefits. Our practice is to recognize interest and penalties related to income tax matters in income tax expense. We had minimal interest and penalties for the years ended December 31, 2016 , 2015 and 2014 . We operate in multiple tax jurisdictions, both inside and outside the United States and are routinely under audit by federal, state and foreign tax authorities. These reviews can involve complex matters that may require an extended period of time for resolution. Our U.S. federal income tax returns have been examined and settled through the tax year 2009. In addition, we are subject to ongoing audits in various state and local jurisdictions, as well as audits in various foreign jurisdictions. In general, the tax years January 1, 2010 through December 31, 2016 , remain open in the major taxing jurisdictions, with some state and foreign jurisdictions remaining open longer, as the result of net operating losses and longer statutes of limitation periods. The cumulative undistributed earnings of our foreign subsidiaries were approximately $ 924 million . On December 17, 2015, our Canadian subsidiary distributed property (a note receivable) worth $ 360 million to a subsidiary in the United States. CST incurred withholding taxes on the value of the property distributed, which was deducted in 2015 resulting in a net tax impact of $14 million . This transaction did not cause us to record deferred taxes on our continuing Canadian operations because we have the intent and the ability to indefinitely reinvest the remainder of the accumulated and future foreign earnings. During the year ended December 31, 2016 , the Canadian subsidiary repaid $235 million of this loan. At December 31, 2016 , the outstanding amount of this loan was $125 million . As this loan is repaid, no additional income taxes will be incurred. Accordingly, no provision for U.S. federal or state income taxes has been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to Canada. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculation. Income taxes attributable to CrossAmerica’s earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiary, are assessed at the individual unit holder level. Income taxes paid, net of income tax refunds, were $98 million , $107 million and $77 million for the years ended December 31, 2016 , 2015 and 2014, respectively. The 2016 and 2015 taxes include $1 million and $5 million for CrossAmerica. The CrossAmerica taxes for 2014 were immaterial. |
Employee Benefit Plans (Notes)
Employee Benefit Plans (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefits and Share-based Compensation [Abstract] | |
Postemployment Benefits Disclosure | EMPLOYEE BENEFIT PLANS CST sponsors defined contribution plans that cover employees in the U.S. and Canada. Employees are eligible to participate in the plans once they meet the respective plans’ eligibility requirements, which differ depending on employee level and location. Once eligible, employees participating in the plans are entitled to receive employer matching contributions. Under these plans, employees can contribute a portion of their eligible compensation and CST will match these contributions at rates of 50% to 100% up to 4% of eligible compensation depending on employee level and location. At CST’s discretion, it may also make profit-sharing contributions to the plans to be allocated to participants. These contributions were 0% , 4% and 4% of eligible compensation for the years ended December 31, 2016 , 2015 and 2014, respectively, as CST terminated profit-sharing contributions in 2016. Under these plans, we recorded contribution expenses of $5 million , $10 million and $9 million for the years ended December 31, 2016 , 2015 and 2014, respectively. These plans were put in place in 2013. CrossAmerica’s General Partner manages operations and activities on their behalf. As of December 31, 2014, the majority of CrossAmerica’s management personnel were employees of DMI and related employee benefit costs were covered as part of a management fee. On January 1, 2015, all former employees of DMI associated with operating CrossAmerica became our employees with access to our employee benefit plans. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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. Prior to 2016, CrossAmerica netted lease executory costs such as real estate taxes, maintenance, and utilities that it paid and re-billed to customers against rental income on its statement of operations. During the first quarter of 2016, it began accounting for such amounts as rent income and operating expenses and reflected this change in presentation retrospectively. This change resulted in a $10 million increase in both rent income and operating expenses for the CrossAmerica segment for the year ended December 31, 2015 . The following table reflects activity related to our reportable segments (in millions): U.S. Retail Canadian Retail CrossAmerica Corporate Eliminations Fair value adjustments Consolidated Year ended December 31, 2016: Operating revenues $ 6,210 $ 3,162 $ 1,734 $ — $ — $ — $ 11,106 Intersegment revenues 20 — 136 — (156 ) — — Gross profit 918 367 156 — (1 ) — 1,440 Depreciation, amortization and accretion expense 129 42 54 — — 32 257 Operating income (loss) 558 112 57 (157 ) — (34 ) 536 Total expenditures for long-lived assets (including acquisitions) $ 754 $ 46 $ 115 $ — $ — $ — $ 915 Year ended December 31, 2015: Operating revenues $ 5,981 $ 3,394 $ 2,080 $ — $ — $ — $ 11,455 Intersegment revenues — — 145 — (145 ) — — Gross profit 859 365 169 — 1 — 1,394 Depreciation, amortization and accretion expense 96 39 48 — — 26 209 Operating income (loss) 287 114 67 (175 ) — (26 ) 267 Total expenditures for long-lived assets (including acquisitions) $ 319 $ 63 $ 179 $ — $ — $ — $ 561 Year ended December 31, 2014: Operating revenues $ 7,482 $ 4,702 $ 570 $ — $ — $ — $ 12,754 Intersegment revenues — — 13 — (13 ) — — Gross profit 844 393 36 — — 1,273 Depreciation, amortization and accretion expense 90 38 12 — — 7 147 Operating income (loss) 345 119 11 (140 ) — (7 ) 328 Total expenditures for long-lived assets (including acquisitions) $ 223 $ 59 $ 3 $ — $ — $ — $ 285 Operating revenues for our principal products were as follows (in millions): Year Ended December 31, 2016 2015 2014 Motor fuel sales (gasoline and diesel) $ 8,526 $ 9,121 $ 10,580 Merchandise and services 2,169 1,928 1,692 Other 411 406 482 Total operating revenues $ 11,106 $ 11,455 $ 12,754 CST’s other operating revenues are primarily derived from our Canadian business and home energy operations. Merchandise and services include revenues from car wash and commissions from lottery, money orders, air/water/vacuum services, video and game rentals and access to ATMs. CrossAmerica’s other operating revenues primarily relate to rental income. No single customer accounted for more than 10% of the operating revenues of CST. Long-lived assets include property and equipment, goodwill and intangible assets. Geographic information by country for long-lived assets consisted of the following (in millions): December 31, 2016 2015 U.S. $ 3,256 $ 2,661 Canada 362 342 Total long-lived assets $ 3,618 $ 3,003 Total assets by reportable segment were as follows (in millions): December 31, 2016 2015 U.S. Retail $ 2,231 $ 1,581 Canadian Retail 617 771 CrossAmerica 1,522 1,477 Total reportable segment assets $ 4,370 $ 3,829 Corporate assets of $6 million and $17 million at December 31, 2016 and 2015 , respectively, were not allocated to the reportable segments and primarily relate to the indemnification receivable from Valero discussed in Note 13 . CrossAmerica’s assets in the table above include $16 million and $6 million at December 31, 2016 and 2015 , respectively, of assets that are eliminated upon consolidation. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2016 2015 2014 Decrease (increase): Receivables, net $ (44 ) $ 25 $ 25 Inventories 2 3 5 Deferred income taxes — 12 — Prepaid expenses and other (9 ) 4 (2 ) Increase (decrease): Accounts payable (2 ) 27 15 Accounts payable to Valero 27 (15 ) (66 ) Accrued expenses (3 ) (6 ) 14 Amortization of deferred debt costs — 3 3 Taxes other than income taxes 9 1 10 Income taxes payable 3 (32 ) 11 Deferred income taxes — (9 ) — Changes in working capital $ (17 ) $ 13 $ 15 The above changes in current assets and current liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods for the following reasons: • acquisitions, including the consolidation of CrossAmerica; • amounts accrued for capital expenditures are reflected in investing activities when such amounts are paid; and • certain differences between balance sheet changes and the changes reflected above result from translating foreign currency denominated amounts at the applicable exchange rates as of each balance sheet date. 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): Year Ended December 31, 2016 2015 2014 Interest paid in excess of amount capitalized $ 61 $ 53 $ 41 Income taxes paid $ 98 $ 107 $ 77 See Note 13 for details of CrossAmerica management fees settled in common units in 2016 and 2015. In connection with the GP Purchase and IDR Purchase, CST issued 2,044,490 unregistered shares of CST common stock on October 1, 2014. |
Termination Benefits (Notes)
Termination Benefits (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Postemployment Benefits Disclosure | TERMINATION BENEFITS CST accrued $6 million of severance and benefit costs in 2015 related to certain CST executives and CST employees who were officers of CrossAmerica who have terminated their employment. Such costs are included in general and administrative expenses. As a result of the continued integration of certain processes and systems of CrossAmerica’s recently acquired businesses, CrossAmerica committed to a workforce reduction affecting certain employees of CrossAmerica or its affiliates and recognized $3 million of estimated cost of severance and other benefits ratably over the required service period, included in general and administrative expenses. 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 (10 ) Balance at December 31, 2016 $ 1 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Text Block] | QUARTERLY FINANCIAL DATA (UNAUDITED) The following table summarizes quarterly financial data for the years ended December 31, 2016 and 2015 (in millions): 2016 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 2,371 $ 2,988 $ 2,908 $ 2,839 Gross profit 337 370 390 343 Operating income 26 53 420 37 Net income attributable to CST 19 27 260 18 Basic earnings per common share $ 0.24 $ 0.36 $ 3.42 $ 0.24 Diluted earnings per common share $ 0.24 $ 0.36 $ 3.41 $ 0.23 2015 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 2,666 $ 3,155 $ 3,092 $ 2,542 Gross profit 307 318 429 340 Operating income 21 43 148 55 Net income attributable to CST 14 25 85 25 Basic earnings per common share $ 0.18 $ 0.32 $ 1.12 $ 0.34 Diluted earnings per common share $ 0.18 $ 0.32 $ 1.12 $ 0.34 Earnings per common share amounts are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual earnings per share amounts. All periods presented include the consolidated accounts of CrossAmerica. |
Guarantor Subsidiaries (Notes)
Guarantor Subsidiaries (Notes) | 12 Months Ended |
Dec. 31, 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) December 31, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 94 $ 42 $ — $ 136 $ 1 $ — $ 137 Restricted cash — 22 — — 22 — — 22 Receivables, net 1 92 75 — 168 42 (15 ) 195 Inventories — 172 65 — 237 13 — 250 Prepaid taxes — 2 — — 2 1 — 3 Prepaid expenses and other — 9 3 — 12 8 — 20 Total current assets 1 391 185 — 577 65 (15 ) 627 Property and equipment, at cost — 2,195 550 — 2,745 822 (2 ) 3,565 Accumulated depreciation — (631 ) (196 ) — (827 ) (96 ) — (923 ) Property and equipment, net — 1,564 354 — 1,918 726 (2 ) 2,642 Intangible assets, net — 30 6 — 36 321 — 357 Goodwill — 226 2 — 228 391 — 619 Investment in subsidiaries 2,759 — — (2,759 ) — — — — Investment in CrossAmerica — 262 — — 262 — (262 ) — Deferred income taxes — — 62 — 62 — — 62 Other assets, net 5 22 8 35 19 (1 ) 53 Total assets $ 2,765 $ 2,495 $ 617 $ (2,759 ) $ 3,118 $ 1,522 $ (280 ) $ 4,360 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase as follows as of December 31, 2016: Property and equipment, net $ 48 Intangibles, net $ 240 Goodwill $ 302 December 31, 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 $ 75 $ 1 $ — $ — $ 76 $ 2 $ — $ 78 Accounts payable — 146 47 — 193 45 (15 ) 223 Accounts payable to Valero (1 ) 100 82 — 181 — — 181 Accrued expenses 5 33 16 — 54 16 — 70 Taxes other than income taxes — 48 1 — 49 12 — 61 Income taxes payable — — 2 — 2 — — 2 Total current liabilities 79 328 148 — 555 75 (15 ) 615 Debt and capital lease obligations, less current portion 951 7 6 — 964 465 (2 ) 1,427 Deferred income taxes (1 ) 223 — — 222 52 — 274 Intercompany payables (receivables) 490 (618 ) 128 — — — — — Asset retirement obligations — 85 16 — 101 28 — 129 Other long-term liabilities 6 14 16 — 36 100 — 136 Total liabilities 1,525 39 314 — 1,878 720 (17 ) 2,581 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 640 1,774 61 (1,835 ) 640 — (11 ) 629 Treasury stock (89 ) — — — (89 ) — — (89 ) Retained earnings 713 682 242 (924 ) 713 — — 713 AOCI (25 ) — — — (25 ) — — (25 ) Partners’ capital — — — — — 802 (802 ) — Noncontrolling interest — — — — — — 550 550 Total stockholders’ equity 1,240 2,456 303 (2,759 ) 1,240 802 (263 ) 1,779 Total liabilities and stockholders’ equity $ 2,765 $ 2,495 $ 617 $ (2,759 ) $ 3,118 $ 1,522 $ (280 ) $ 4,360 Deferred taxes and noncontrolling interest for CrossAmerica include $9 million and $581 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 — 887 404 (1 ) 1,290 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 46 — 85 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) Year Ended December 31, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 6,230 $ 3,162 $ — $ 9,392 $ 1,870 $ (156 ) $ 11,106 Cost of sales — 5,312 2,795 — 8,107 1,714 (155 ) 9,666 Gross profit — 918 367 — 1,285 156 (1 ) 1,440 Income from CST Fuel Supply Equity — — — — — 16 (16 ) — Operating expenses: Operating expenses — 578 217 — 795 61 (17 ) 839 General and administrative expenses 8 105 20 — 133 24 — 157 Depreciation, amortization and accretion expense — 129 42 — 171 86 (a) — 257 Asset impairments — — — — — 2 — 2 Total operating expenses 8 812 279 — 1,099 173 (17 ) 1,255 Gain (loss) on the sale of assets, net — 347 4 — 351 — — 351 Operating (loss) income (8 ) 453 92 — 537 (1 ) — 536 Other income, net — 6 7 — 13 1 (3 ) 11 Interest expense (44 ) 1 (1 ) — (44 ) (23 ) — (67 ) Intercompany interest income (expense) 3 — (3 ) — — — — — Equity in earnings of CrossAmerica (4 ) — — — (4 ) — 4 — Equity in earnings of subsidiaries 375 — — (375 ) — — — — Income (loss) before income tax expense 322 460 95 (375 ) 502 (23 ) 1 480 Income tax expense (benefit) (2 ) 156 24 — 178 (2 ) — 176 Net income (loss) 324 304 71 (375 ) 324 (21 ) 1 304 Net loss attributable to noncontrolling interest — — — — — 17 3 20 Net income (loss) attributable to CST stockholders $ 324 $ 304 $ 71 $ (375 ) $ 324 $ (4 ) $ 4 $ 324 Other comprehensive loss, net of tax: Net income (loss) $ 324 $ 304 $ 71 $ (375 ) $ 324 $ (21 ) $ 1 $ 304 Foreign currency translation adjustment 5 — — — 5 — — 5 Comprehensive income (loss) 329 304 71 (375 ) 329 (21 ) 1 309 Comprehensive loss attributable to noncontrolling interests — — — — — (17 ) (3 ) (20 ) Comprehensive income (loss) attributable to CST stockholders $ 329 $ 304 $ 71 $ (375 ) $ 329 $ (4 ) $ 4 $ 329 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $32 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) Year Ended December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 5,981 $ 3,394 $ — $ 9,375 $ 2,225 $ (145 ) $ 11,455 Cost of sales — 5,122 3,029 — 8,151 2,056 (146 ) 10,061 Gross profit — 859 365 — 1,224 169 1 1,394 Income from CST Fuel Supply Equity — — — — — 11 (11 ) — Operating expenses: Operating expenses — 482 212 — 694 68 (10 ) 752 General and administrative expenses 8 105 21 — 134 41 — 175 Depreciation, amortization and accretion expense — 96 39 — 135 74 (a) — 209 Asset impairments — 1 — — 1 — — 1 Total operating expenses 8 684 272 — 964 183 (10 ) 1,137 Gain on the sale of assets, net — 7 — — 7 3 — 10 Operating (loss) income (8 ) 182 93 — 267 — — 267 Other income, net — 6 13 — 19 — (1 ) 18 Interest expense (39 ) — (1 ) — (40 ) (18 ) — (58 ) Equity in earnings of CrossAmerica — — — — — — — — Equity in earnings of subsidiaries 196 — — (196 ) — — — — Income (loss) before income tax expense 149 188 105 (196 ) 246 (18 ) (1 ) 227 Income tax expense — 68 29 — 97 (9 ) — 88 Net income (loss) 149 120 76 (196 ) 149 (9 ) (1 ) 139 Net loss attributable to noncontrolling interest — — — — — 9 1 10 Net income (loss) attributable to CST stockholders $ 149 $ 120 $ 76 $ (196 ) $ 149 $ — $ — $ 149 Other comprehensive income (loss), net of tax: Net income (loss) $ 149 $ 120 $ 76 $ (196 ) $ 149 $ (9 ) $ (1 ) $ 139 Foreign currency translation adjustment (107 ) — — — (107 ) — — (107 ) Comprehensive income (loss) 42 120 76 (196 ) 42 (9 ) (1 ) 32 Comprehensive loss attributable to noncontrolling interests — — — — — (9 ) (1 ) (10 ) Comprehensive income (loss) attributable to CST stockholders $ 42 $ 120 $ 76 $ (196 ) $ 42 $ — $ — $ 42 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $26 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) Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 7,482 $ 4,702 $ — $ 12,184 $ 583 $ (13 ) $ 12,754 Cost of sales — 6,638 4,309 — 10,947 547 (13 ) 11,481 Gross profit — 844 393 — 1,237 36 — 1,273 Operating expenses: Operating expenses — 438 236 — 674 13 — 687 General and administrative expenses 14 88 20 — 122 18 — 140 Depreciation, amortization and accretion expense — 90 38 — 128 19 — 147 Asset impairments — 3 — — 3 — — 3 Total operating expenses 14 619 294 — 927 50 — 977 Gain on the sale of assets, net — 32 — — 32 — — 32 Operating (loss) income (14 ) 257 99 — 342 (14 ) — 328 Other income, net — 3 3 — 6 — — 6 Interest expense (41 ) — (1 ) — (42 ) (3 ) — (45 ) Equity in earnings of subsidiaries 255 — — (255 ) — — — — Income (loss) before income tax expense 200 260 101 (255 ) 306 (17 ) — 289 Income tax expense — 78 28 — 106 3 — 109 Net income (loss) 200 182 73 (255 ) 200 (20 ) — 180 Net loss attributable to noncontrolling interest — — — — — — 20 20 Net income attributable to CST stockholders $ 200 $ 182 $ 73 $ (255 ) $ 200 $ (20 ) $ 20 $ 200 Other comprehensive income (loss), net of tax: Net income (loss) $ 200 $ 182 $ 73 $ (255 ) $ 200 $ (20 ) $ — $ 180 Foreign currency translation adjustment (56 ) — — — (56 ) — — (56 ) Comprehensive income (loss) 144 182 73 (255 ) 144 (20 ) — 124 Comprehensive income (loss) attributable to noncontrolling interests — — — — — (20 ) — (20 ) Comprehensive income attributable to CST stockholders $ 144 $ 182 $ 73 $ (255 ) $ 144 $ — $ — $ 144 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $7 million of additional depreciation and amortization expense related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3 . CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Year Ended December 31, 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 $ (52 ) $ 189 $ 74 $ — $ 211 $ 79 $ (3 ) $ 287 Cash flows from investing activities: Capital expenditures — (300 ) (49 ) — (349 ) (21 ) — (370 ) Proceeds from sale of California and Wyoming stores — 408 — — 408 — — 408 Proceeds from California and Wyoming sale restricted for use — (22 ) — — (22 ) — — (22 ) Proceeds from the sale of assets — — 3 — 3 2 — 5 CST acquisitions, net of cash acquired — (438 ) — — (438 ) — — (438 ) CrossAmerica acquisitions, net of cash acquired — — — — — (94 ) — (94 ) CST refund payment to CrossAmerica — (18 ) — — (18 ) 18 — — Cash received from sale of dealer contracts — 3 — — 3 (3 ) — — Other investing activities, net — 4 (2 ) — 2 1 — 3 Net cash used in investing activities — (363 ) (48 ) — (411 ) (97 ) — (508 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 215 — 215 Payments on the CrossAmerica revolving credit facility — — — — — (132 ) — (132 ) Proceeds under the CST revolving credit facility 532 — — — 532 — — 532 Payments on the CST revolving credit facility (442 ) — — — (442 ) — — (442 ) Proceeds from sale leasebacks — — — — — 25 — 25 Debt issuance costs (1 ) — — — (1 ) (1 ) — (2 ) Repayment of intercompany payable — — (235 ) 235 — — — — Intercompany loan 235 — — (235 ) — — — — Payments on the CST term loan facility (69 ) — — — (69 ) — — (69 ) Repurchases of common shares and units — — — — — (3 ) — (3 ) Payments of capital lease obligations — (2 ) — — (2 ) (3 ) — (5 ) Dividends paid (15 ) — — — (15 ) — — (15 ) Distributions from CrossAmerica — 16 — — 16 — (16 ) — Distributions paid — — — — — (83 ) 19 (64 ) Intercompany funding (188 ) 188 — — — — — — Net cash provided by (used in) financing activities 52 202 (235 ) — 19 18 3 40 Effect of foreign currency translation changes on cash — — 4 — 4 — — 4 Net (decrease) increase in cash — 28 (205 ) — (177 ) — — (177 ) Cash at beginning of year — 66 247 — 313 1 — 314 Cash at end of period $ — $ 94 $ 42 $ — $ 136 $ 1 $ — $ 137 CONSOLIDATING STATEMENTS OF CASH FLOWS (CONTINUED) (Millions of Dollars) Year Ended December 31, 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 $ (24 ) $ 192 $ 148 $ (18 ) $ 298 66 $ (2 ) $ 362 Cash flows from investing activities: Capital expenditures — (278 ) (63 ) — (341 ) (11 ) — (352 ) CST acquisitions, net of cash acquired — (22 ) — — (22 ) — — (22 ) CrossAmerica acquisitions, net of cash acquired — — — — — (310 ) 142 (168 ) Proceeds from return of capital 342 — — (342 ) — — — — Proceeds from the sale of assets — 4 3 — 7 6 — 13 Distributions from CrossAmerica — — — — — — — — Cash received from sale of CST Fuel Supply — 18 — — 18 — (18 ) — Cash received from drop down of NTI to CrossAmerica — 124 — — 124 — (124 ) — IDR Income — 1 — — 1 — (1 ) — Other investing activities, net — 5 (4 ) — 1 3 — 4 Net cash used in investing activities 342 (148 ) (64 ) (342 ) (212 ) (312 ) (1 ) (525 ) Cash flows from financing activities: Purchase of CrossAmerica common units — (20 ) — — (20 ) — — (20 ) Proceeds under the CrossAmerica revolving credit facility — — — — — 369 — 369 Payments on the CrossAmerica revolving credit facility — — — — — (211 ) — (211 ) Proceeds under the CST revolving credit facility 135 — — — 135 — — 135 Payments on the CST revolving credit facility (75 ) — — — (75 ) — — (75 ) Payments on long-term debt (47 ) — — — (47 ) — — (47 ) Proceeds from issuance of intercompany payable — — 360 (360 ) — — — — Intercompany loan — (360 ) — 360 — — — — Proceeds from issuance of CrossAmerica common units, net — — — — — 145 — 145 Purchases of treasury shares (65 ) — — — (65 ) (4 ) — (69 ) Payments of capital lease obligations — (1 ) — — (1 ) (3 ) — (4 ) Distributions from CrossAmerica — 9 — — 9 — (9 ) — Dividends paid (19 ) — (360 ) 360 (19 ) — — (19 ) Distributions paid — — — — — (66 ) 11 (55 ) Receivables repaid by CrossAmerica related parties — — — — — 2 — 2 Intercompany funding (247 ) 246 — — (1 ) — 1 — Net cash provided by (used in) financing activities (318 ) (126 ) — 360 (84 ) 232 3 151 Effect of foreign currency translation changes on cash — — (42 ) — (42 ) — — (42 ) Net (decrease) increase in cash — (82 ) 42 — (40 ) (14 ) — (54 ) Cash at beginning of year — 148 205 — 353 15 — 368 Cash at end of period $ — $ 66 $ 247 $ — $ 313 $ 1 $ — $ 314 CONSOLIDATING STATEMENTS OF CASH FLOWS (CONTINUED) (Millions of Dollars) Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Cash flows from operating activities: Net cash (used in) provided by operating activities $ (50 ) $ 247 $ 138 $ — $ 335 20 $ — $ 355 Cash flows from investing activities: Capital expenditures — (223 ) (59 ) — (282 ) (3 ) — (285 ) CST acquisitions — (41 ) — — (41 ) — — (41 ) CrossAmerica acquisitions — — — — — (45 ) — (45 ) Proceeds from dispositions of property and equipment — 58 — — 58 — — 58 Other investing activities, net — 3 (4 ) — (1 ) 2 — 1 Net cash used in investing activities — (203 ) (63 ) — (266 ) (46 ) — (312 ) Cash flows from financing activities: Proceeds from issuance of long-term debt — — — — — 55 — 55 Payments on long-term debt (34 ) — — — (34 ) — — (34 ) Purchases of treasury shares (22 ) — — — (22 ) — — (22 ) Debt issuance and credit facility origination costs (2 ) — — — (2 ) — — (2 ) Payments of capital lease obligations — — — — — (2 ) — (2 ) Dividends paid (19 ) — — — (19 ) — — (19 ) Distributions paid — — — — — (12 ) — (12 ) Intercompany funding 127 (127 ) — — — — — — Net cash provided by (used in) financing activities 50 (127 ) — — (77 ) 41 — (36 ) Effect of foreign currency translation changes on cash — — (17 ) — (17 ) — — (17 ) Net (decrease) increase in cash — (83 ) 58 — (25 ) 15 — (10 ) Cash at beginning of year — 231 147 — 378 — — 378 Cash at end of period $ — $ 148 $ 205 $ — $ 353 $ 15 $ — $ 368 |
Definition of Terms, Descript33
Definition of Terms, Description of Business and Other Disclosures Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Concentration Risk, Credit Risk, Policy | Concentration Risk Valero supplied substantially all of the motor fuel purchased by our U.S. Retail and Canadian Retail segments for resale during all periods presented. During the years ended December 31, 2016 , 2015 , and 2014 , our U.S. Retail and Canadian Retail segments purchased $5.7 billion , $6.4 billion , and $9.5 billion , respectively, of motor fuel from Valero. |
Significant Accounting Polici34
Significant Accounting Policies Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Principles of Consolidation and Combination | Principles of Consolidation and Combination These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CST Brands, Inc. and subsidiaries for all periods after the Spin-off. All intercompany accounts and transactions have been eliminated in consolidation. CrossAmerica is consolidated within our financial statements. The amounts shown in the parenthetical presentation on the consolidated balance sheet represent the assets of CrossAmerica that can only be used to settle the obligations of CrossAmerica and the liabilities of CrossAmerica for which creditors have no access to the assets or general credit of CST. CrossAmerica’s financial results are included in our results of operations from October 1, 2014 forward. |
Reclassifications | Reclassifications Certain reclassifications were made to prior year amounts to conform to the current year presentation, as discussed further in Note 20 . Such reclassifications had no effect on net income or total equity for any periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. |
Receivables | Receivables Trade receivables represent amounts due from credit card companies, from our cardlock customers and from our business and home energy customers. CrossAmerica’s trade receivables primarily relate to its wholesale motor fuel sales as credit is extended to customers based on evaluations of customers’ financial condition. Trade receivables are carried at original invoice amount. Other receivables consist primarily of amounts due from vendors related to vendor rebates (see “Merchandise Vendor Allowances and Rebates” for our policy regarding the accounting for vendor rebates). We maintain an allowance for doubtful accounts, which is adjusted based on management’s assessment of our customers’ historical collection experience, known credit risks and industry and economic conditions. |
Inventories | Inventories Inventories are carried at the lower of cost or market. The cost of supplies and convenience store merchandise is determined principally under the weighted-average cost method. The cost of motor fuel inventories in our U.S. Retail segment is determined under LIFO, with any increments valued based on average purchase prices for the year. The cost of motor fuel inventories in our Canadian Retail segment and our CrossAmerica segment is determined under the weighted-average cost method. No provision for potentially slow moving or obsolete inventories has been made. |
Property and Equipment | Property and Equipment The cost of property and equipment purchased or constructed, including betterments of property assets, is capitalized. The cost of repairs and normal maintenance of property and equipment is expensed as incurred. Betterments of property and equipment are those which extend the useful lives of the property and equipment or improve the safety of our operations. Betterments also include additions to and enlargements of our retail sites. The cost of property and equipment constructed includes interest and certain overhead costs allocable to the construction activities. When property and equipment are retired or replaced, the cost and related accumulated depreciation are eliminated, with any gain or loss reflected in depreciation, amortization and accretion expense, unless such amounts are reported separately due to materiality. Depreciation of property and equipment is recorded on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements and assets acquired under capital leases are amortized using the straight-line method over the shorter of the lease terms or the estimated useful lives of the related assets. |
Impairment of Assets | Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 4 for our impairment analysis of our long-lived assets. |
Business Combinations | Business Combinations We account for business combinations in accordance with the guidance under ASC 805– Business Combinations . Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Determining the fair value of these items requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization. For more information on our acquisitions and application of the acquisition method, see Note 3 . |
Goodwill | Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and tested for impairment more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment test of goodwill is performed as of the October 1 of our fiscal year. In our annual impairment analysis, we used qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step test is unnecessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the first step of the two-step goodwill impairment test. In the first step of the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of our “implied fair value” requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge would be recorded. |
Intangible Assets | Intangible Assets Intangible assets are recorded at fair value at the date of acquisition and primarily relate to fuel supply agreements and distribution agreements, customer lists and trademark and tradenames (See Note 10). Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. |
Environmental Matters | Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies, without establishing a range of loss for these liabilities. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. |
Asset Retirement Obligations | Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove USTs used to store motor fuel at owned and leased retail sites at the time we incur that liability, which is generally when the UST is installed. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of our Canadian operations is the Canadian dollar. Balance sheet accounts are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Revenue and expense accounts are translated using the weighted-average exchange rates during the year presented. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. |
Revenue Recognition | Revenue Recognition Revenues are recorded upon delivery of the products to our customers, which is the point at which title to the products is transferred, and when payment has either been received or collection is reasonably assured. We present motor fuel excise taxes on sales on a gross basis with supplemental information regarding the amount of such taxes included in revenues provided in a footnote on the face of the statements of income. Revenues from leasing arrangements for which CrossAmerica is the lessor are recognized ratably over the term of the underlying lease. |
Shipping and Handling Cost | Shipping and Handling Costs Costs incurred for the shipping and handling of motor fuel and convenience store merchandise are included in inventories, and therefore, reflected in cost of sales when the related items are sold. |
Lease Accounting | Lease Accounting We lease a portion of our properties under non-cancelable operating leases, whose initial terms are typically 10 to 20 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably assured at the inception of the lease. In addition to minimum rental payments, certain leases require additional payments based on our sales volumes. We are typically responsible for payment of real estate taxes, maintenance expenses and insurance related to leased properties. CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and as CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as financing transactions. |
Income Taxes | Income Taxes We and CrossAmerica’s wholly owned, taxable subsidiary account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. Income taxes prior to the Spin-off were accounted for and presented as if we were a separate taxpayer rather than a member of Valero’s consolidated income tax return. Income taxes attributable to CrossAmerica’s earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiary, are assessed at the individual unit holder level. We classify any interest expense and penalties related to the underpayment of income taxes in income tax expense. |
Merchandise Vendor Allowances and Rebates | Merchandise Vendor Allowances and Rebates We receive payments for vendor allowances and volume rebates from various suppliers of convenience store merchandise. Our accounting practices are as follows: • Vendor allowances for price markdowns are credited to cost of sales during the period the related markdown is realized. • Volume rebates of merchandise are recorded as reductions to cost of sales when the merchandise qualifying for the rebate is sold. • Slotting and stocking allowances received from a vendor are recorded as a reduction to cost of sales over the period covered by the agreement. The aggregate amounts recorded as a reduction to cost of sales for vendor allowances and rebates for the years ended December 31, 2016 , 2015 and 2014 were $77 million , $69 million and $71 million , respectively. The recording of vendor allowances and rebates does not require us to make any significant estimates. |
Stock-based Compensation | Stock-Based Compensation We have granted awards of non-qualified stock options, market share units and restricted stock units to certain employees. Stock-based compensation expense is based on the estimated grant-date fair value of the award. We recognize this compensation expense over the requisite service period of the award. CrossAmerica has granted phantom units and other awards to certain of our employees who perform services for CrossAmerica. The value of these grants are remeasured at fair value at each balance sheet reporting date based on the fair market value of CrossAmerica’s common units, and the cumulative compensation cost related to that portion of the awards that have vested is recognized ratably over the vesting term. The liability for the future grant of common units is included in accrued expenses and other current liabilities on the balance sheet. |
Cost of Sales | Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other volume rebates, discounts and incentives offered by our motor fuel suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as these amounts are included in depreciation, amortization and accretion expense on our statements of income. |
Motor Fuel Taxes | Motor Fuel Taxes We collect motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remit such taxes directly to those taxing authorities. Our accounting policy is to exclude such taxes collected and remitted from U.S. wholesale revenues and cost of sales and account for them as liabilities. All other motor fuel sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for the motor fuel. |
Earnings Per Common Share | Earnings per Common Share Earnings per common share is computed by dividing net income attributable to CST by the weighted-average number of common shares outstanding for the year. Participating share-based payment awards are included in the computation of basic earnings per share using the two-class method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Diluted earnings per common share reflects the potential dilution arising from our outstanding stock options, unvested market share units, unvested restricted shares and unvested restricted units. Awards are excluded from the computation of diluted earnings per common share when the effect of including such shares would be anti-dilutive. |
Financial Instruments | Financial Instruments Our financial instruments include cash, accounts receivable, payables, our credit facilities, capital lease obligations, and trade payables. The estimated fair values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 5 . |
Acquisitions and Divestitures A
Acquisitions and Divestitures Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2016 2015 (unaudited) Total revenues $ 11,297 $ 12,776 Net income attributable to CST stockholders $ 324 $ 166 Net income per share - diluted $ 4.25 $ 2.17 |
Flash Foods [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The 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 228 Intangibles 26 Goodwill 191 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 |
Holiday Stationstores | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The 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 |
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 $ 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 |
Landmark [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The fair values of Landmark’s assets on the date of acquisition, January 8, 2015, were as follows (in millions): Current assets $ 2 Property and equipment 28 Other assets 4 Goodwill 29 Total consideration $ 63 |
Erickson [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, February 12, 2015 (in millions): Current assets (excluding inventories) $ 4 Inventories 8 Property and equipment 75 Intangible assets 14 Goodwill 26 Current liabilities (16 ) Deferred tax liabilities (28 ) Asset retirement obligations (2 ) Total consideration, net of cash acquired $ 81 |
One Stop [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, July 1, 2015 (in millions): Current assets (excluding inventories) $ 1 Inventories 5 Property and equipment 41 Intangible assets 6 Other assets — Current liabilities (4 ) Asset retirement obligations (1 ) Other liabilities (3 ) Total consideration, net of cash acquired $ 45 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Nonrecurring [Table Text Block] | The following table displays valuation techniques for our nonfinancial assets measured at fair value on a nonrecurring basis as of December 31, 2016 , 2015 and 2014 (in millions): Valuation Techniques Fair Value Net Book Value Impairment Level 3 assets as of December 31, 2016: Property and equipment Income approach $ 4 $ 6 $ 2 Level 3 assets as of December 31, 2015: Property and equipment Income approach $ — $ 1 $ 1 Level 3 assets as of December 31, 2014: Property and equipment Income approach $ 2 $ 3 $ 1 |
Receivable (Tables)
Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Receivables consisted of the following (in millions): December 31, 2016 2015 Trade receivables $ 132 $ 89 Other 64 47 Total receivables 196 136 Allowance for doubtful accounts (1 ) (1 ) Receivables, net $ 195 $ 135 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | Changes in the allowance for doubtful accounts consisted of the following (in millions): Year Ended December 31, 2016 2015 2014 Balance as of beginning of year $ 1 $ 1 $ 1 Acquisitions — — — Increase in allowance charged to expense — — — Accounts charged against the allowance, net of recoveries — — — Balance as of end of year $ 1 $ 1 $ 1 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in millions): December 31, December 31, 2016 2015 Convenience store merchandise $ 156 $ 139 Motor fuel 92 83 Supplies 2 2 Inventories $ 250 $ 224 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment [Table Text Block] | Property and equipment, net consisted of the following (in millions): December 31, December 31, 2016 2015 Land $ 813 $ 710 Buildings 949 759 Equipment 974 876 Land improvements and leasehold improvements 396 323 Other (a) 252 197 Asset retirement obligations 92 78 Construction in progress 89 67 Property and equipment, at cost 3,565 3,010 Accumulated depreciation (923 ) (786 ) Property and equipment, net $ 2,642 $ 2,224 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Schedule of Goodwill | Changes in goodwill during the years ended December 31, 2016 and 2015 consisted of the following (in millions): U.S. Retail Segment Canadian Retail Segment CrossAmerica Consolidated Balance at December 31, 2014 $ 19 $ — $ 223 $ 242 Acquisitions 16 $ 2 $ 41 $ 59 Purchase price adjustment — $ — $ 119 $ 119 Balance at December 31, 2015 $ 35 $ 2 $ 383 $ 420 Acquisitions 191 — 8 199 Balance at December 31, 2016 $ 226 $ 2 $ 391 $ 619 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets consisted of the following (in millions): December 31, 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 $ (2 ) $ 20 $ — $ — $ — Other (a) 12 (2 ) 10 8 (1 ) 7 US total 34 (4 ) 30 8 (1 ) 7 Canadian Retail Segment: Customer lists (b) 95 (89 ) 6 92 (80 ) 12 Total CST 129 (93 ) 36 100 (81 ) 19 CrossAmerica: Wholesale fuel supply contracts/rights 401 (87 ) 314 388 (56 ) 332 Below market leases 12 (7 ) 5 11 (5 ) 6 Other 5 (3 ) 2 6 (4 ) 2 Total CrossAmerica 418 (97 ) 321 405 (65 ) 340 CST consolidated total $ 547 $ (190 ) $ 357 $ 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. |
Accrued Expenses and Other Lo42
Accrued Expenses and Other Long Term Liabilities Schedule of Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following (in millions): December 31, 2016 2015 Wage and other employee-related liabilities $ 32 $ 32 Environmental liabilities 2 2 Self-insurance accruals (see Note 14) 1 1 Asset retirement obligations 3 3 Accrued interest 6 6 Other 26 27 Total accrued expenses $ 70 $ 71 |
Accrued Expenses and Other Lo43
Accrued Expenses and Other Long Term Liabilities Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities [Table Text Block] | Other long-term liabilities consisted of the following (in millions): December 31, 2016 2015 Environmental liabilities $ 4 $ 3 Self-insurance accruals (see Note 14) 5 16 CrossAmerica sale and leaseback obligations, net of deferred financing fees 78 27 Other 49 39 Total other long-term liabilities $ 136 $ 85 |
Accrued Expenses and Other Lo44
Accrued Expenses and Other Long Term Liabilities Sale Leaseback Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Sale Leaseback Obligations [Abstract] | |
Schedule of Sale Leaseback Transactions [Table Text Block] | The future minimum lease payments under sale leaseback financing obligations as of December 31, 2016 are as follows (in millions): Sale Leaseback Obligations 2017 $ 6 2018 7 2019 7 2020 7 2021 7 Thereafter 69 Total future minimum lease payments 103 Less interest component 70 Present value of minimum lease payments 33 Plus net book value of property at end of lease 21 Plus deferred gain to be recognized at end of lease 26 Gross sale leaseback obligations 80 Current portion 1 Long-term portion 79 Deferred financing costs, net 1 Long-term portion, net of deferred financing costs $ 78 |
Accrued Expenses and Other Lo45
Accrued Expenses and Other Long Term Liabilities Schedule of Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations [Table Text Block] | Changes in our asset retirement obligations were as follows (in millions): Year Ended December 31, 2016 2015 2014 Asset retirement obligations as of beginning of year $ 116 $ 105 $ 82 Acquisition of CrossAmerica — — 19 Acquisition of Flash Foods 13 — — Additions to accrual 4 13 7 Accretion expense 6 5 5 Settlements (7 ) (4 ) (6 ) Foreign currency translation — (3 ) (2 ) Asset retirement obligations as of end of year $ 132 $ 116 $ 105 Less current portion (included in accrued expenses) (3 ) (3 ) (3 ) Asset retirement obligations, less current portion $ 129 $ 113 $ 102 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our balances for long-term debt and capital leases are as follows (in millions): December 31, December 31, 2016 2015 CST debt and capital leases: (a) $500 million revolving credit facility $ 150 $ 60 Term loan due 2019 338 406 5.00% senior notes due 2023 550 550 Total CST outstanding debt 1,038 1,016 Deferred financing fees (12 ) (14 ) Capital leases 12 14 Total CST debt and capital leases $ 1,038 $ 1,016 CrossAmerica debt and capital leases: (b) $550 million revolving credit facility $ 442 $ 358 Other debt 1 27 Total CrossAmerica outstanding debt 443 385 Deferred financing fees (4 ) (4 ) Capital leases 28 32 Total CrossAmerica debt and capital leases $ 467 $ 413 Total consolidated debt and capital lease obligations outstanding $ 1,505 $ 1,429 Less current portion–CST 76 130 Less current portion–CrossAmerica 2 9 Consolidated debt and capital lease obligations, less current portion $ 1,427 $ 1,290 (a) The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. CST has pledged its equity ownership in CrossAmerica to secure the CST Credit Facility. (b) The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. |
Schedule of Maturities of Long-term Debt [Table Text Block] | The following table presents principal payments due for each of the next five years and thereafter (in millions): Years Ending December 31, CST CrossAmerica Total Consolidated Principal to be Repaid 2017 $ 75 $ — $ 75 2018 75 1 76 2019 338 442 780 2020 — — — 2021 — — — Thereafter 550 — 550 Total $ 1,038 $ 443 $ 1,481 |
Schedule of Line of Credit Facilities [Table Text Block] | Availability under this revolving credit facility (expires 2019) was as follows (in millions): December 31, 2016 2015 Total available credit facility limit $ 500 $ 300 Draws outstanding on revolving credit facility (150 ) (60 ) Letters of credit outstanding (6 ) (4 ) Maximum leverage ratio constraint — — Total available and undrawn $ 344 $ 236 |
Related-Party Transactions Rela
Related-Party Transactions Related-party (Tables) | 12 Months Ended |
Dec. 31, 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 Common Units Issued Quarter ended June 30, 2015 July 16, 2015 145,056 Quarter ended September 30, 2015 October 26, 2015 114,256 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 Quarter ended December 31, 2016 * 171,039 |
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): Year Ended December 31, 2016 2015 IDRs $ 3 $ 1 Common unit distributions 16 8 Total $ 19 $ 9 |
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 and its affiliates were as follows (in millions): Year Ended December 31, 2016 2015 Revenues from motor fuel sales to DMS and its affiliates $ 254 $ 323 Rental income from DMS and its affiliates $ 21 $ 23 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of December 31, 2016 , our consolidated future minimum lease payments for (i) operating leases having initial or remaining noncancelable lease terms in excess of one year and (ii) capital leases were as follows (in millions): Operating Leases CST CrossAmerica Total 2017 $ 41 $ 17 $ 58 2018 37 15 52 2019 33 14 47 2020 29 12 41 2021 26 9 35 Thereafter 105 39 144 Total minimum rental payments $ 271 $ 106 $ 377 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Capital Leases CST CrossAmerica Total 2017 $ 4 $ 6 $ 10 2018 4 7 11 2019 3 7 10 2020 3 7 10 2021 3 7 10 Thereafter 14 69 83 Total minimum rental payments $ 31 $ 103 $ 134 Less amount representing interest (17 ) (70 ) (87 ) Net minimum rental payments $ 14 $ 33 $ 47 |
Schedule of Rent Expense [Table Text Block] | Rental expense was as follows (in millions): Year Ended December 31, 2016 2015 2014 Minimum rental expense $ 69 $ 59 $ 33 Contingent rental expense 19 19 20 Total rental expense $ 88 $ 78 $ 53 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Class of Stock [Line Items] | |
Schedule of Stock by Class [Table Text Block] | Activity related to shares of CST’s common stock and treasury stock was as follows (in thousands): Common Stock Treasury Stock Balance at December 31, 2014 77,674 (513 ) Transactions in connection with stock-based compensation plans: Stock issuances 76 — Stock repurchases — (29 ) Stock repurchases under buyback program — (1,592 ) Balance at December 31, 2015 77,750 (2,134 ) Transactions in connection with stock-based compensation plans: Stock issuances 186 — Stock repurchases — (53 ) Stock repurchases under buyback program — — Balance at December 31, 2016 77,936 (2,187 ) |
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 Stockholders Equity [Table Text Block] | The following table shows our share repurchase activity since inception of the plan through December 31, 2016 : Quarter Ended Total Number of Shares Purchased Average Price Paid per Share Total Cost of Shares Purchased Amount Remaining under the Plan December 31, 2014 501,750 $ 42.98 $ 21,564,669 $ 178,435,331 March 31, 2015 334,584 $ 41.98 $ 14,044,494 $ 164,390,837 June 30, 2015 369,348 $ 40.20 $ 14,848,306 $ 149,542,531 September 30, 2015 888,545 $ 39.56 $ 35,151,634 $ 114,390,897 December 31, 2015 — $ — $ — $ 114,390,897 Jan. 1 - December 31, 2016 — $ — $ — $ 114,390,897 Total 2,094,227 $ 85,609,103 $ 114,390,897 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in foreign currency translation adjustments were as follows for the years ended December 31, 2016 , 2015 and 2014 (in millions): Year Ended December 31, 2016 2015 2014 Balance at the beginning of the period $ (30 ) $ 77 $ 133 Other comprehensive income (loss) before reclassifications 5 (107 ) (56 ) Amounts reclassified from other comprehensive income — — — Net other comprehensive income (loss) 5 (107 ) (56 ) Balance at the end of the period $ (25 ) $ (30 ) $ 77 |
CrossAmerica [Member] | |
Class of Stock [Line Items] | |
Dividends Declared [Table Text Block] | Quarterly distribution activity for 2016 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) March 31, 2016 May 19, 2016 May 31, 2016 $ 0.5975 $ 20 June 30, 2016 August 8, 2016 August 15, 2016 $ 0.6025 $ 20 September 30, 2016 November 4, 2016 November 15, 2016 $ 0.6075 $ 20 December 31, 2016 February 6, 2017 February 13, 2017 $ 0.6125 $ 21 |
Schedule of Other Ownership Interests [Table Text Block] | The following table shows the purchases made through December 31, 2016 : Period Total Number of Units Purchased Average Price Paid per Unit Total Cost of Units Purchased Amount Remaining under the Program January 1 - December 31, 2015 154,158 $ 23.37 $ 3,603,071 $ 21,396,929 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 October 1 - December 31, 2016 — — — 18,144,276 Total 287,621 $ 6,855,724 $ 18,144,276 |
Equity-Based Compensation Sched
Equity-Based Compensation Schedule of Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense | We recognized equity-based compensation expense as follows (in millions): Year Ended December 31, 2016 2015 2014 Equity-based compensation related to CST $ 13 $ 12 $ 10 Equity-based compensation related to CrossAmerica 4 5 8 Total equity-based compensation expense $ 17 $ 17 $ 18 |
Schedule of Share-based Compensation, Stock Options, Activity | The following summarizes all CST stock option activity, which includes the portion rebilled to CrossAmerica, during the years ended December 31, 2016 and 2015 : Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions) Options outstanding at December 31, 2014 603,839 $ 30.86 8.9 $ 8 Granted 695,700 $ 41.44 Exercised (4,102 ) $ 29.86 $ — Unvested options forfeited (5,746 ) $ 37.97 Options outstanding at December 31, 2015 1,289,691 $ 36.54 8.6 $ 5 Granted 417,462 $ 38.77 Exercised (168,780 ) $ 39.01 $ 2 Unvested options forfeited (42,573 ) $ 41.24 Options outstanding at December 31, 2016 1,495,800 $ 36.75 7.9 $ 17 Options exercisable at December 31, 2016 652,469 $ 34.01 7.3 $ 9 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each option was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions used for grants during 2016 and 2015 : Year Ended December 31, 2016 2015 Expected term (years) 6.00 6.00 Expected stock price volatility 29.05 % 25.31 % Risk-free interest rate 1.49 % 1.75 % Expected dividend yield 0.64 % 0.60 % |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following summarizes all restricted stock activity during the years ended December 31, 2016 and 2015 : Number of CST Shares Weighted-Average Grant-Date Fair Value Restricted shares outstanding at December 31, 2014 176,323 $ 30.03 Granted 22,820 $ 41.41 Vested (58,170 ) $ 30.46 Forfeited (920 ) $ 29.53 Restricted shares outstanding at December 31, 2015 140,053 $ 31.70 Granted — $ — Vested (139,483 ) $ 31.71 Forfeited (260 ) $ 29.53 Restricted shares outstanding at December 31, 2016 310 $ 31.25 The following summarizes all CST restricted stock unit activity, which includes the portion rebilled to CrossAmerica, during the years ended December 31, 2016 and 2015 : Number of CST Restricted Stock Units Weighted-Average Grant-Date Fair Value Restricted stock units outstanding at December 31, 2014 141,252 $ 31.46 Granted 135,746 $ 41.53 Vested (49,512 ) $ 32.12 Forfeited (1,136 ) $ 39.29 Restricted stock units outstanding at December 31, 2015 226,350 $ 37.32 Granted 150,667 $ 38.76 Vested (124,696 ) $ 37.19 Forfeited (10,845 ) $ 40.46 Restricted stock units outstanding at December 31, 2016 241,476 $ 38.14 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | The fair value of these units was estimated on the grant date using a Monte Carlo simulation based on the following assumptions: Beginning average stock price $ 34.18 Expected stock price volatility 27.71 % Risk-free interest rate 1.04 % Expected dividend yield 0.64 % |
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | The following is a summary of phantom unit activity for the years ended December 31, 2016 and 2015 : Number of CrossAmerica Units Phantom units outstanding at December 31, 2014 255,376 Granted 56,455 Vested (144,982 ) Forfeited (7,718 ) Phantom units outstanding at December 31, 2015 159,131 Granted 5,364 Vested (115,118 ) Forfeited (2,063 ) Phantom units outstanding at December 31, 2016 47,314 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2016 2015 2014 Participating Awards Common Stock Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 324 $ 149 $ 200 Less dividends declared: Common stock 10 19 19 Undistributed earnings $ 314 $ 130 $ 181 Weighted-average common shares outstanding (in thousands) 398 75,627 361 76,155 302 75,909 Earnings per common share Distributed earnings $ 0.12 $ 0.12 $ 0.25 $ 0.25 $ 0.25 $ 0.25 Undistributed earnings 4.14 4.14 1.70 1.70 2.38 2.38 Total earnings per common share $ 4.26 $ 4.26 $ 1.95 $ 1.95 $ 2.63 $ 2.63 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 324 $ 149 $ 200 Weighted-average common shares outstanding (in thousands) 75,627 76,155 75,909 Common equivalent shares: Stock options (in thousands) 228 120 34 Restricted stock (in thousands) 40 101 91 Restricted stock units (in thousands) 183 129 52 Market share units (in thousands) 59 — Weighted-average common shares outstanding - assuming dilution (in thousands) 76,137 76,505 76,086 Earnings per common share - assuming dilution $ 4.24 $ 1.95 $ 2.63 |
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: Year Ended December 31, 2016 2015 2014 Weighted-average anti-dilutive stock awards (in thousands) 388 567 245 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Income before income tax expense from our U.S. and Canadian operations was as follows (in millions): Year Ended December 31, 2016 2015 2014 U.S. operations $ 384 $ 122 $ 188 Canadian operations 96 105 101 Income before income tax expense $ 480 $ 227 $ 289 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the U.S. statutory federal income tax rate ( 35% for all years presented) to the consolidated effective income tax rate: Year Ended December 31, 2016 2015 2014 Federal income tax expense at the U.S. statutory rate 35.0 % 35.0 % 35.0 % U.S. state income tax expense, net of U.S. federal income tax effect 2.2 1.5 1.6 Canadian operations (1.9 ) (3.6 ) (2.6 ) CrossAmerica operations 1.3 (0.4 ) 3.1 Credits (0.1 ) — — Canadian withholding tax — 6.7 — Other 0.3 (0.3 ) 0.7 Income tax expense 36.8 % 38.9 % 37.8 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Components of income tax expense related to net income were as follows (in millions): Year Ended December 31, 2016 2015 2014 Current: U.S. federal $ 69 $ 63 $ 59 U.S. state 9 8 6 Canada 22 24 20 Total current 100 95 85 Deferred: U.S. federal 67 (7 ) 14 U.S. state 7 (4 ) 2 Canada 2 4 8 Total deferred 76 (7 ) 24 Income tax expense $ 176 $ 88 $ 109 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in millions): December 31, 2016 2015 Deferred income tax assets: Net operating losses $ 4 $ 5 Lease financing obligation (CrossAmerica: $23 at December 31, 2016) 23 23 Inventories 5 6 Unpaid insurance reserve 2 5 Accrued expenses 10 11 Property and equipment 12 13 Intangibles 47 48 Other assets (CrossAmerica: $4 at December 31, 2016) 17 16 Total deferred income tax assets 120 127 Less: Valuation allowance (CrossAmerica: $6 at December 31, 2016) (10 ) (11 ) Net deferred income tax assets 110 116 Deferred income tax liabilities: Property and equipment (CrossAmerica: $68 at December 31, 2016) (256 ) (177 ) Intangibles (CrossAmerica: $4 at December 31, 2016) (13 ) (13 ) Investment in Partnership (42 ) (41 ) Other (CrossAmerica: $2 at December 31, 2016) (11 ) (8 ) Total deferred income tax liabilities (322 ) (239 ) Net deferred income tax assets (liabilities) (CrossAmerica: $52 at December 31, 2016) (212 ) (123 ) Less: Non-current deferred income tax asset (62 ) (63 ) Non-current deferred income tax liability (CrossAmerica: $52 at December 31, 2016) $ (274 ) $ (186 ) |
Summary of Valuation Allowance [Table Text Block] | Changes in the valuation allowance account consisted of the following (in millions): Year Ended December 31, 2016 2015 2014 Balance at beginning of period $ 11 $ 7 $ 1 Charged to costs and expense (1 ) 4 — Charged to other accounts (a) — — 6 Balance at end of period $ 10 $ 11 $ 7 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 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 Year ended December 31, 2016: Operating revenues $ 6,210 $ 3,162 $ 1,734 $ — $ — $ — $ 11,106 Intersegment revenues 20 — 136 — (156 ) — — Gross profit 918 367 156 — (1 ) — 1,440 Depreciation, amortization and accretion expense 129 42 54 — — 32 257 Operating income (loss) 558 112 57 (157 ) — (34 ) 536 Total expenditures for long-lived assets (including acquisitions) $ 754 $ 46 $ 115 $ — $ — $ — $ 915 Year ended December 31, 2015: Operating revenues $ 5,981 $ 3,394 $ 2,080 $ — $ — $ — $ 11,455 Intersegment revenues — — 145 — (145 ) — — Gross profit 859 365 169 — 1 — 1,394 Depreciation, amortization and accretion expense 96 39 48 — — 26 209 Operating income (loss) 287 114 67 (175 ) — (26 ) 267 Total expenditures for long-lived assets (including acquisitions) $ 319 $ 63 $ 179 $ — $ — $ — $ 561 Year ended December 31, 2014: Operating revenues $ 7,482 $ 4,702 $ 570 $ — $ — $ — $ 12,754 Intersegment revenues — — 13 — (13 ) — — Gross profit 844 393 36 — — 1,273 Depreciation, amortization and accretion expense 90 38 12 — — 7 147 Operating income (loss) 345 119 11 (140 ) — (7 ) 328 Total expenditures for long-lived assets (including acquisitions) $ 223 $ 59 $ 3 $ — $ — $ — $ 285 |
Revenue from External Customers by Products and Services [Table Text Block] | Operating revenues for our principal products were as follows (in millions): Year Ended December 31, 2016 2015 2014 Motor fuel sales (gasoline and diesel) $ 8,526 $ 9,121 $ 10,580 Merchandise and services 2,169 1,928 1,692 Other 411 406 482 Total operating revenues $ 11,106 $ 11,455 $ 12,754 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] | Geographic information by country for long-lived assets consisted of the following (in millions): December 31, 2016 2015 U.S. $ 3,256 $ 2,661 Canada 362 342 Total long-lived assets $ 3,618 $ 3,003 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total assets by reportable segment were as follows (in millions): December 31, 2016 2015 U.S. Retail $ 2,231 $ 1,581 Canadian Retail 617 771 CrossAmerica 1,522 1,477 Total reportable segment assets $ 4,370 $ 3,829 |
Supplemental Cash Flow Inform54
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2016 2015 2014 Decrease (increase): Receivables, net $ (44 ) $ 25 $ 25 Inventories 2 3 5 Deferred income taxes — 12 — Prepaid expenses and other (9 ) 4 (2 ) Increase (decrease): Accounts payable (2 ) 27 15 Accounts payable to Valero 27 (15 ) (66 ) Accrued expenses (3 ) (6 ) 14 Amortization of deferred debt costs — 3 3 Taxes other than income taxes 9 1 10 Income taxes payable 3 (32 ) 11 Deferred income taxes — (9 ) — Changes in working capital $ (17 ) $ 13 $ 15 |
Schedule of Cash Flow, Supplemental Disclosures | Cash flows related to interest and income taxes were as follows (in millions): Year Ended December 31, 2016 2015 2014 Interest paid in excess of amount capitalized $ 61 $ 53 $ 41 Income taxes paid $ 98 $ 107 $ 77 |
Termination Benefits (Tables)
Termination Benefits (Tables) | 12 Months Ended |
Dec. 31, 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 (10 ) Balance at December 31, 2016 $ 1 |
Quarterly Financial Data (Una56
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Text Block] | QUARTERLY FINANCIAL DATA (UNAUDITED) The following table summarizes quarterly financial data for the years ended December 31, 2016 and 2015 (in millions): 2016 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 2,371 $ 2,988 $ 2,908 $ 2,839 Gross profit 337 370 390 343 Operating income 26 53 420 37 Net income attributable to CST 19 27 260 18 Basic earnings per common share $ 0.24 $ 0.36 $ 3.42 $ 0.24 Diluted earnings per common share $ 0.24 $ 0.36 $ 3.41 $ 0.23 2015 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 2,666 $ 3,155 $ 3,092 $ 2,542 Gross profit 307 318 429 340 Operating income 21 43 148 55 Net income attributable to CST 14 25 85 25 Basic earnings per common share $ 0.18 $ 0.32 $ 1.12 $ 0.34 Diluted earnings per common share $ 0.18 $ 0.32 $ 1.12 $ 0.34 Earnings per common share amounts are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual earnings per share amounts. All periods presented include the consolidated accounts of CrossAmerica. |
Schedule of Quarterly Financial Information [Table Text Block] | The following table summarizes quarterly financial data for the years ended December 31, 2016 and 2015 (in millions): 2016 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 2,371 $ 2,988 $ 2,908 $ 2,839 Gross profit 337 370 390 343 Operating income 26 53 420 37 Net income attributable to CST 19 27 260 18 Basic earnings per common share $ 0.24 $ 0.36 $ 3.42 $ 0.24 Diluted earnings per common share $ 0.24 $ 0.36 $ 3.41 $ 0.23 2015 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 2,666 $ 3,155 $ 3,092 $ 2,542 Gross profit 307 318 429 340 Operating income 21 43 148 55 Net income attributable to CST 14 25 85 25 Basic earnings per common share $ 0.18 $ 0.32 $ 1.12 $ 0.34 Diluted earnings per common share $ 0.18 $ 0.32 $ 1.12 $ 0.34 |
Guarantor Subsidiaries (Tables)
Guarantor Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Balance Sheet | CONSOLIDATING BALANCE SHEETS (Millions of Dollars) December 31, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 94 $ 42 $ — $ 136 $ 1 $ — $ 137 Restricted cash — 22 — — 22 — — 22 Receivables, net 1 92 75 — 168 42 (15 ) 195 Inventories — 172 65 — 237 13 — 250 Prepaid taxes — 2 — — 2 1 — 3 Prepaid expenses and other — 9 3 — 12 8 — 20 Total current assets 1 391 185 — 577 65 (15 ) 627 Property and equipment, at cost — 2,195 550 — 2,745 822 (2 ) 3,565 Accumulated depreciation — (631 ) (196 ) — (827 ) (96 ) — (923 ) Property and equipment, net — 1,564 354 — 1,918 726 (2 ) 2,642 Intangible assets, net — 30 6 — 36 321 — 357 Goodwill — 226 2 — 228 391 — 619 Investment in subsidiaries 2,759 — — (2,759 ) — — — — Investment in CrossAmerica — 262 — — 262 — (262 ) — Deferred income taxes — — 62 — 62 — — 62 Other assets, net 5 22 8 35 19 (1 ) 53 Total assets $ 2,765 $ 2,495 $ 617 $ (2,759 ) $ 3,118 $ 1,522 $ (280 ) $ 4,360 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase as follows as of December 31, 2016: Property and equipment, net $ 48 Intangibles, net $ 240 Goodwill $ 302 December 31, 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 $ 75 $ 1 $ — $ — $ 76 $ 2 $ — $ 78 Accounts payable — 146 47 — 193 45 (15 ) 223 Accounts payable to Valero (1 ) 100 82 — 181 — — 181 Accrued expenses 5 33 16 — 54 16 — 70 Taxes other than income taxes — 48 1 — 49 12 — 61 Income taxes payable — — 2 — 2 — — 2 Total current liabilities 79 328 148 — 555 75 (15 ) 615 Debt and capital lease obligations, less current portion 951 7 6 — 964 465 (2 ) 1,427 Deferred income taxes (1 ) 223 — — 222 52 — 274 Intercompany payables (receivables) 490 (618 ) 128 — — — — — Asset retirement obligations — 85 16 — 101 28 — 129 Other long-term liabilities 6 14 16 — 36 100 — 136 Total liabilities 1,525 39 314 — 1,878 720 (17 ) 2,581 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 640 1,774 61 (1,835 ) 640 — (11 ) 629 Treasury stock (89 ) — — — (89 ) — — (89 ) Retained earnings 713 682 242 (924 ) 713 — — 713 AOCI (25 ) — — — (25 ) — — (25 ) Partners’ capital — — — — — 802 (802 ) — Noncontrolling interest — — — — — — 550 550 Total stockholders’ equity 1,240 2,456 303 (2,759 ) 1,240 802 (263 ) 1,779 Total liabilities and stockholders’ equity $ 2,765 $ 2,495 $ 617 $ (2,759 ) $ 3,118 $ 1,522 $ (280 ) $ 4,360 Deferred taxes and noncontrolling interest for CrossAmerica include $9 million and $581 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 — 887 404 (1 ) 1,290 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 46 — 85 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) Year Ended December 31, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 6,230 $ 3,162 $ — $ 9,392 $ 1,870 $ (156 ) $ 11,106 Cost of sales — 5,312 2,795 — 8,107 1,714 (155 ) 9,666 Gross profit — 918 367 — 1,285 156 (1 ) 1,440 Income from CST Fuel Supply Equity — — — — — 16 (16 ) — Operating expenses: Operating expenses — 578 217 — 795 61 (17 ) 839 General and administrative expenses 8 105 20 — 133 24 — 157 Depreciation, amortization and accretion expense — 129 42 — 171 86 (a) — 257 Asset impairments — — — — — 2 — 2 Total operating expenses 8 812 279 — 1,099 173 (17 ) 1,255 Gain (loss) on the sale of assets, net — 347 4 — 351 — — 351 Operating (loss) income (8 ) 453 92 — 537 (1 ) — 536 Other income, net — 6 7 — 13 1 (3 ) 11 Interest expense (44 ) 1 (1 ) — (44 ) (23 ) — (67 ) Intercompany interest income (expense) 3 — (3 ) — — — — — Equity in earnings of CrossAmerica (4 ) — — — (4 ) — 4 — Equity in earnings of subsidiaries 375 — — (375 ) — — — — Income (loss) before income tax expense 322 460 95 (375 ) 502 (23 ) 1 480 Income tax expense (benefit) (2 ) 156 24 — 178 (2 ) — 176 Net income (loss) 324 304 71 (375 ) 324 (21 ) 1 304 Net loss attributable to noncontrolling interest — — — — — 17 3 20 Net income (loss) attributable to CST stockholders $ 324 $ 304 $ 71 $ (375 ) $ 324 $ (4 ) $ 4 $ 324 Other comprehensive loss, net of tax: Net income (loss) $ 324 $ 304 $ 71 $ (375 ) $ 324 $ (21 ) $ 1 $ 304 Foreign currency translation adjustment 5 — — — 5 — — 5 Comprehensive income (loss) 329 304 71 (375 ) 329 (21 ) 1 309 Comprehensive loss attributable to noncontrolling interests — — — — — (17 ) (3 ) (20 ) Comprehensive income (loss) attributable to CST stockholders $ 329 $ 304 $ 71 $ (375 ) $ 329 $ (4 ) $ 4 $ 329 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $32 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) Year Ended December 31, 2015 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 5,981 $ 3,394 $ — $ 9,375 $ 2,225 $ (145 ) $ 11,455 Cost of sales — 5,122 3,029 — 8,151 2,056 (146 ) 10,061 Gross profit — 859 365 — 1,224 169 1 1,394 Income from CST Fuel Supply Equity — — — — — 11 (11 ) — Operating expenses: Operating expenses — 482 212 — 694 68 (10 ) 752 General and administrative expenses 8 105 21 — 134 41 — 175 Depreciation, amortization and accretion expense — 96 39 — 135 74 (a) — 209 Asset impairments — 1 — — 1 — — 1 Total operating expenses 8 684 272 — 964 183 (10 ) 1,137 Gain on the sale of assets, net — 7 — — 7 3 — 10 Operating (loss) income (8 ) 182 93 — 267 — — 267 Other income, net — 6 13 — 19 — (1 ) 18 Interest expense (39 ) — (1 ) — (40 ) (18 ) — (58 ) Equity in earnings of CrossAmerica — — — — — — — — Equity in earnings of subsidiaries 196 — — (196 ) — — — — Income (loss) before income tax expense 149 188 105 (196 ) 246 (18 ) (1 ) 227 Income tax expense — 68 29 — 97 (9 ) — 88 Net income (loss) 149 120 76 (196 ) 149 (9 ) (1 ) 139 Net loss attributable to noncontrolling interest — — — — — 9 1 10 Net income (loss) attributable to CST stockholders $ 149 $ 120 $ 76 $ (196 ) $ 149 $ — $ — $ 149 Other comprehensive income (loss), net of tax: Net income (loss) $ 149 $ 120 $ 76 $ (196 ) $ 149 $ (9 ) $ (1 ) $ 139 Foreign currency translation adjustment (107 ) — — — (107 ) — — (107 ) Comprehensive income (loss) 42 120 76 (196 ) 42 (9 ) (1 ) 32 Comprehensive loss attributable to noncontrolling interests — — — — — (9 ) (1 ) (10 ) Comprehensive income (loss) attributable to CST stockholders $ 42 $ 120 $ 76 $ (196 ) $ 42 $ — $ — $ 42 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $26 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) Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 7,482 $ 4,702 $ — $ 12,184 $ 583 $ (13 ) $ 12,754 Cost of sales — 6,638 4,309 — 10,947 547 (13 ) 11,481 Gross profit — 844 393 — 1,237 36 — 1,273 Operating expenses: Operating expenses — 438 236 — 674 13 — 687 General and administrative expenses 14 88 20 — 122 18 — 140 Depreciation, amortization and accretion expense — 90 38 — 128 19 — 147 Asset impairments — 3 — — 3 — — 3 Total operating expenses 14 619 294 — 927 50 — 977 Gain on the sale of assets, net — 32 — — 32 — — 32 Operating (loss) income (14 ) 257 99 — 342 (14 ) — 328 Other income, net — 3 3 — 6 — — 6 Interest expense (41 ) — (1 ) — (42 ) (3 ) — (45 ) Equity in earnings of subsidiaries 255 — — (255 ) — — — — Income (loss) before income tax expense 200 260 101 (255 ) 306 (17 ) — 289 Income tax expense — 78 28 — 106 3 — 109 Net income (loss) 200 182 73 (255 ) 200 (20 ) — 180 Net loss attributable to noncontrolling interest — — — — — — 20 20 Net income attributable to CST stockholders $ 200 $ 182 $ 73 $ (255 ) $ 200 $ (20 ) $ 20 $ 200 Other comprehensive income (loss), net of tax: Net income (loss) $ 200 $ 182 $ 73 $ (255 ) $ 200 $ (20 ) $ — $ 180 Foreign currency translation adjustment (56 ) — — — (56 ) — — (56 ) Comprehensive income (loss) 144 182 73 (255 ) 144 (20 ) — 124 Comprehensive income (loss) attributable to noncontrolling interests — — — — — (20 ) — (20 ) Comprehensive income attributable to CST stockholders $ 144 $ 182 $ 73 $ (255 ) $ 144 $ — $ — $ 144 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $7 million of additional depreciation and amortization expense related to the fair value adjustments to CrossAmerica’s net assets as a result of the GP Purchase discussed in Note 3 . |
Condensed Cash Flow Statement | CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Year Ended December 31, 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 $ (52 ) $ 189 $ 74 $ — $ 211 $ 79 $ (3 ) $ 287 Cash flows from investing activities: Capital expenditures — (300 ) (49 ) — (349 ) (21 ) — (370 ) Proceeds from sale of California and Wyoming stores — 408 — — 408 — — 408 Proceeds from California and Wyoming sale restricted for use — (22 ) — — (22 ) — — (22 ) Proceeds from the sale of assets — — 3 — 3 2 — 5 CST acquisitions, net of cash acquired — (438 ) — — (438 ) — — (438 ) CrossAmerica acquisitions, net of cash acquired — — — — — (94 ) — (94 ) CST refund payment to CrossAmerica — (18 ) — — (18 ) 18 — — Cash received from sale of dealer contracts — 3 — — 3 (3 ) — — Other investing activities, net — 4 (2 ) — 2 1 — 3 Net cash used in investing activities — (363 ) (48 ) — (411 ) (97 ) — (508 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 215 — 215 Payments on the CrossAmerica revolving credit facility — — — — — (132 ) — (132 ) Proceeds under the CST revolving credit facility 532 — — — 532 — — 532 Payments on the CST revolving credit facility (442 ) — — — (442 ) — — (442 ) Proceeds from sale leasebacks — — — — — 25 — 25 Debt issuance costs (1 ) — — — (1 ) (1 ) — (2 ) Repayment of intercompany payable — — (235 ) 235 — — — — Intercompany loan 235 — — (235 ) — — — — Payments on the CST term loan facility (69 ) — — — (69 ) — — (69 ) Repurchases of common shares and units — — — — — (3 ) — (3 ) Payments of capital lease obligations — (2 ) — — (2 ) (3 ) — (5 ) Dividends paid (15 ) — — — (15 ) — — (15 ) Distributions from CrossAmerica — 16 — — 16 — (16 ) — Distributions paid — — — — — (83 ) 19 (64 ) Intercompany funding (188 ) 188 — — — — — — Net cash provided by (used in) financing activities 52 202 (235 ) — 19 18 3 40 Effect of foreign currency translation changes on cash — — 4 — 4 — — 4 Net (decrease) increase in cash — 28 (205 ) — (177 ) — — (177 ) Cash at beginning of year — 66 247 — 313 1 — 314 Cash at end of period $ — $ 94 $ 42 $ — $ 136 $ 1 $ — $ 137 CONSOLIDATING STATEMENTS OF CASH FLOWS (CONTINUED) (Millions of Dollars) Year Ended December 31, 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 $ (24 ) $ 192 $ 148 $ (18 ) $ 298 66 $ (2 ) $ 362 Cash flows from investing activities: Capital expenditures — (278 ) (63 ) — (341 ) (11 ) — (352 ) CST acquisitions, net of cash acquired — (22 ) — — (22 ) — — (22 ) CrossAmerica acquisitions, net of cash acquired — — — — — (310 ) 142 (168 ) Proceeds from return of capital 342 — — (342 ) — — — — Proceeds from the sale of assets — 4 3 — 7 6 — 13 Distributions from CrossAmerica — — — — — — — — Cash received from sale of CST Fuel Supply — 18 — — 18 — (18 ) — Cash received from drop down of NTI to CrossAmerica — 124 — — 124 — (124 ) — IDR Income — 1 — — 1 — (1 ) — Other investing activities, net — 5 (4 ) — 1 3 — 4 Net cash used in investing activities 342 (148 ) (64 ) (342 ) (212 ) (312 ) (1 ) (525 ) Cash flows from financing activities: Purchase of CrossAmerica common units — (20 ) — — (20 ) — — (20 ) Proceeds under the CrossAmerica revolving credit facility — — — — — 369 — 369 Payments on the CrossAmerica revolving credit facility — — — — — (211 ) — (211 ) Proceeds under the CST revolving credit facility 135 — — — 135 — — 135 Payments on the CST revolving credit facility (75 ) — — — (75 ) — — (75 ) Payments on long-term debt (47 ) — — — (47 ) — — (47 ) Proceeds from issuance of intercompany payable — — 360 (360 ) — — — — Intercompany loan — (360 ) — 360 — — — — Proceeds from issuance of CrossAmerica common units, net — — — — — 145 — 145 Purchases of treasury shares (65 ) — — — (65 ) (4 ) — (69 ) Payments of capital lease obligations — (1 ) — — (1 ) (3 ) — (4 ) Distributions from CrossAmerica — 9 — — 9 — (9 ) — Dividends paid (19 ) — (360 ) 360 (19 ) — — (19 ) Distributions paid — — — — — (66 ) 11 (55 ) Receivables repaid by CrossAmerica related parties — — — — — 2 — 2 Intercompany funding (247 ) 246 — — (1 ) — 1 — Net cash provided by (used in) financing activities (318 ) (126 ) — 360 (84 ) 232 3 151 Effect of foreign currency translation changes on cash — — (42 ) — (42 ) — — (42 ) Net (decrease) increase in cash — (82 ) 42 — (40 ) (14 ) — (54 ) Cash at beginning of year — 148 205 — 353 15 — 368 Cash at end of period $ — $ 66 $ 247 $ — $ 313 $ 1 $ — $ 314 CONSOLIDATING STATEMENTS OF CASH FLOWS (CONTINUED) (Millions of Dollars) Year Ended December 31, 2014 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Cash flows from operating activities: Net cash (used in) provided by operating activities $ (50 ) $ 247 $ 138 $ — $ 335 20 $ — $ 355 Cash flows from investing activities: Capital expenditures — (223 ) (59 ) — (282 ) (3 ) — (285 ) CST acquisitions — (41 ) — — (41 ) — — (41 ) CrossAmerica acquisitions — — — — — (45 ) — (45 ) Proceeds from dispositions of property and equipment — 58 — — 58 — — 58 Other investing activities, net — 3 (4 ) — (1 ) 2 — 1 Net cash used in investing activities — (203 ) (63 ) — (266 ) (46 ) — (312 ) Cash flows from financing activities: Proceeds from issuance of long-term debt — — — — — 55 — 55 Payments on long-term debt (34 ) — — — (34 ) — — (34 ) Purchases of treasury shares (22 ) — — — (22 ) — — (22 ) Debt issuance and credit facility origination costs (2 ) — — — (2 ) — — (2 ) Payments of capital lease obligations — — — — — (2 ) — (2 ) Dividends paid (19 ) — — — (19 ) — — (19 ) Distributions paid — — — — — (12 ) — (12 ) Intercompany funding 127 (127 ) — — — — — — Net cash provided by (used in) financing activities 50 (127 ) — — (77 ) 41 — (36 ) Effect of foreign currency translation changes on cash — — (17 ) — (17 ) — — (17 ) Net (decrease) increase in cash — (83 ) 58 — (25 ) 15 — (10 ) Cash at beginning of year — 231 147 — 378 — — 378 Cash at end of period $ — $ 148 $ 205 $ — $ 353 $ 15 $ — $ 368 |
Definition of Terms, Descript58
Definition of Terms, Description of Business and Other Disclosures Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Entity Information [Line Items] | |||
Business Acquisition, Share Price | $ 48.53 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Business Acquisition Percentage of Incentive Distribution Rights Acquired | 100.00% | ||
Payment for acquisition of General Partner ownership and Incentive Distribution Rights | $ 17 | ||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,044,490 | ||
Business Combination, Consideration Transferred | $ 4,400 | $ 171 | $ 90 |
Business Combination, Acquisition Related Costs | $ 2 | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 19.80% | ||
Estimated future transaction costs [Member] | |||
Entity Information [Line Items] | |||
Business Combination, Acquisition Related Costs | $ 40 |
Definition of Terms, Descript59
Definition of Terms, Description of Business and Other Disclosures Description of Business, Concentration Risk and Other Disclosures - Narrative (Details) - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 36.80% | 38.90% | 37.80% |
Concentration Risk, Percentage | 10.00% | ||
CST Standalone [Member] | |||
Concentration Risk [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 36.00% | ||
Valero | CST Standalone [Member] | |||
Concentration Risk [Line Items] | |||
Fuel Costs | $ 5.7 | $ 6.4 | $ 9.5 |
Supplier Concentration Risk [Member] | Other suppliers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | ||
CrossAmerica [Member] | Supplier Concentration Risk [Member] | ExxonMobil, Corp [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 30.00% | 30.00% | 37.00% |
CrossAmerica [Member] | Supplier Concentration Risk [Member] | BP P.L.C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 25.00% | 26.00% | 28.00% |
CrossAmerica [Member] | Supplier Concentration Risk [Member] | Motiva (Shell) [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 24.00% | 26.00% | 22.00% |
CrossAmerica [Member] | Lehigh Gas Ohio LLC | Wholesale Distribution Volumes | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 16.00% | 17.00% | 25.00% |
CrossAmerica [Member] | Lehigh Gas Ohio LLC | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 26.00% | 36.00% | 47.00% |
U.S. Retail [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | ||
Canada Retail [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% |
Significant Accounting Polici60
Significant Accounting Policies Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | |||
Cost Of Sales Vendor Allowances Accrued Rebates | $ 77 | $ 69 | $ 71 |
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 20 years | ||
Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 10 years |
Acquisitions and Divestitures C
Acquisitions and Divestitures CST Acquistion of Flash Foods - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Revenues | $ 2,839 | $ 2,908 | $ 2,988 | $ 2,371 | $ 2,542 | $ 3,092 | $ 3,155 | $ 2,666 | $ 11,106 | $ 11,455 | $ 12,754 |
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 [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 425 | ||||||||||
Business Acquisition, Description of Acquired Entity | 90,000 | ||||||||||
Revenues | $ 834 | ||||||||||
Business Combination, Goodwill Deductible for Tax Purposes | 207 | 207 | |||||||||
Intangibles | $ 26 | $ 26 | |||||||||
Company Operated Retail Site [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 165 | 165 | |||||||||
Quick Service Restaurant [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 21 | 21 | |||||||||
Real Estate Sites [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 15 | 15 | |||||||||
Building [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 30 years | ||||||||||
Minimum [Member] | Equipment [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||||||
Maximum [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||
Maximum [Member] | Equipment [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||||||
Trademarks and Trade Names [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangibles | $ 22 | $ 22 | |||||||||
Other Intangible Assets [Member] | Flash Foods [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangibles | $ 4 | $ 4 |
Acquisitions and Divestitures62
Acquisitions and Divestitures CST Acquisition of Flash Foods (Details) - Flash Foods [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Current assets (excluding inventories) | $ 13 |
Inventories | 24 |
Property and Equipment | 228 |
Intangibles | 26 |
Goodwill | 191 |
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 |
Acquisitions and Divestitures S
Acquisitions and Divestitures Sale of Wholesale Fuel Supply Contracts to CrossAmerica - Narrative (Details) - Wholesale Fuel Supply Contracts [Member] $ in Millions | Dec. 31, 2016 | Feb. 29, 2016USD ($) |
CrossAmerica [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | $ 3 | |
CrossAmerica [Member] | Independent Dealer [Member] | ||
Business Acquisition [Line Items] | ||
Number of Stores | 21 | |
CrossAmerica [Member] | Subwholesaler [Member] | ||
Business Acquisition [Line Items] | ||
Number of Stores | 11 | |
CrossAmerica [Member] | Independent Dealer [Member] | ||
Business Acquisition [Line Items] | ||
Number of Stores | 21 | |
CrossAmerica [Member] | Subwholesaler [Member] | ||
Business Acquisition [Line Items] | ||
Number of Stores | 11 |
Acquisitions and Divestitures64
Acquisitions and Divestitures CrossAmerica Acquisition of Franchise Holiday Stores - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Revenues | $ 2,839 | $ 2,908 | $ 2,988 | $ 2,371 | $ 2,542 | $ 3,092 | $ 3,155 | $ 2,666 | $ 11,106 | $ 11,455 | $ 12,754 |
CrossAmerica [Member] | Holiday Stationstores | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 34 | 34 | |||||||||
Revenues | $ 83 | ||||||||||
Intangibles | $ 8 | 8 | |||||||||
Goodwill deductible for tax purposes | $ 29 | $ 29 | |||||||||
CrossAmerica [Member] | Holiday Stationstores | Company Operated Retail Site [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 31 | 31 | |||||||||
Purchase price, net | $ 52 | ||||||||||
CrossAmerica [Member] | Holiday Stationstores | Company Operated Liquor Site | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 3 | 3 | |||||||||
CrossAmerica [Member] | Holiday Stationstores | WISCONSIN | Company Operated Retail Site [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 31 | 31 | |||||||||
CrossAmerica [Member] | Holiday Stationstores | MINNESOTA | Company Operated Retail Site [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 3 | 3 | |||||||||
CrossAmerica [Member] | Holiday Stationstores | Wholesale Fuel Distribution Rights [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||
Intangibles | $ 7 | $ 7 | |||||||||
CrossAmerica [Member] | Building [Member] | Holiday Stationstores | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||||||
CrossAmerica [Member] | Equipment [Member] | Holiday Stationstores | Maximum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||
CrossAmerica [Member] | Equipment [Member] | Holiday Stationstores | Minimum [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Acquisitions and Divestitures65
Acquisitions and Divestitures CrossAmerica Acquisition of Franchised Holiday Stores Acquired (Details) - CrossAmerica [Member] $ in Millions | Dec. 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 Divestitures66
Acquisitions and Divestitures CST Sale of California and Wyoming Assets - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |||
Gain on the sale of assets, net | $ 351 | $ 10 | $ 32 |
Business Combination, Consideration Transferred | 4,400 | 171 | 90 |
Income tax expense | 176 | 88 | $ 109 |
Income taxes payable | 2 | 26 | |
Restricted cash | $ 22 | $ 0 | |
California and Wyoming Stores [Member] | |||
Business Acquisition [Line Items] | |||
Number of Stores | 79 | ||
Gain on the sale of assets, net | $ 347 | ||
Gain on the sale of assets, net of tax | 220 | ||
Business Combination, Consideration Transferred | 408 | ||
Income tax expense | 127 | ||
Income taxes payable | 93 | ||
Deferred Tax Liabilities, Tax Deferred Income | 34 | ||
Line of Credit Facility, Increase (Decrease), Net | 297 | ||
Restricted cash | $ 22 |
Acquisitions and Divestitures67
Acquisitions and Divestitures CrossAmerica Acquistion of State Oil Assets - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Revenues | $ 2,839 | $ 2,908 | $ 2,988 | $ 2,371 | $ 2,542 | $ 3,092 | $ 3,155 | $ 2,666 | $ 11,106 | $ 11,455 | $ 12,754 |
Property and equipment, at cost | 3,565 | 3,010 | 3,565 | 3,010 | |||||||
CrossAmerica [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration, net of cash acquired | 52 | 52 | |||||||||
Property and equipment, at cost | $ 822 | $ 738 | $ 822 | $ 738 | |||||||
CrossAmerica [Member] | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 57 | 57 | |||||||||
Purchase price, net | $ 42 | ||||||||||
Revenues | 25 | ||||||||||
Business Combination, Acquired Receivables, Fair Value | $ 3 | 3 | |||||||||
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 | |||||||||
Total consideration, net of cash acquired | $ 42 | $ 42 | |||||||||
CrossAmerica [Member] | Fee sites | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 56 | 56 | |||||||||
CrossAmerica [Member] | Leased site | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 1 | 1 | |||||||||
CrossAmerica [Member] | Lessee Dealer [Member] | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 55 | 55 | |||||||||
CrossAmerica [Member] | Independent Dealer [Member] | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 25 | 25 | |||||||||
CrossAmerica [Member] | Non-fuel retail site | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of Stores | 2 | 2 | |||||||||
CrossAmerica [Member] | Maximum [Member] | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||
CrossAmerica [Member] | Building [Member] | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||||||
CrossAmerica [Member] | Equipment [Member] | Minimum [Member] | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||||
CrossAmerica [Member] | Equipment [Member] | Maximum [Member] | State Oil Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Acquisitions and Divestitures68
Acquisitions and Divestitures CrossAmerica Acquisition of State Oil Assets (Details) - CrossAmerica [Member] $ in Millions | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |
Total consideration, net of cash acquired | $ 52 |
State Oil Company | |
Business Acquisition [Line Items] | |
Current assets | 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 |
Acquisitions and Divestitures69
Acquisitions and Divestitures CST and CrossAmerica Acquisition of Landmark - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2015 | |
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 4,400,000,000 | $ 171,000,000 | $ 90,000,000 | ||
Property, Plant and Equipment, Useful Life | 30 years | ||||
Landmark Industries Stores [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Stores | 22 | ||||
Lease rate | 7.50% | ||||
Property, Plant and Equipment, Useful Life | 20 years | ||||
Landmark [Member] | |||||
Business Acquisition [Line Items] | |||||
Contract Margin | $ 0.05 | ||||
CrossAmerica [Member] | |||||
Business Acquisition [Line Items] | |||||
Lease rate | 7.50% | ||||
CrossAmerica [Member] | Landmark Industries Stores [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 41,000,000 |
Acquisitions and Divestitures70
Acquisitions and Divestitures CST and CrossAmerica Acquisition of Landmark (Details) - CrossAmerica [Member] - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Total consideration | $ 52 | |
Landmark Industries Stores [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | $ 2 | |
Property and Equipment | 28 | |
Other assets | 4 | |
Goodwill | 29 | |
Total consideration | $ 63 |
Acquisitions and Divestitures71
Acquisitions and Divestitures CrossAmerica Acquisition of Erickson - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015USD ($) | Feb. 17, 2015USD ($) | |
Business Acquisition [Line Items] | ||||
Number Of Locations Acquired | 71 | 25 | ||
Property, Plant and Equipment, Useful Life | 30 years | |||
Erickson [Member] | ||||
Business Acquisition [Line Items] | ||||
Number Of Locations Acquired | 64 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
CrossAmerica [Member] | Erickson [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 81 | |||
Cash Acquired from Acquisition | $ 3 | |||
Building [Member] | Erickson [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Minimum [Member] | Erickson [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
Maximum [Member] | Erickson [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 30 years | |||
Wholesale Fuel Distribution Rights [Member] | Erickson [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangibles | $ 12 |
Acquisitions and Divestitures72
Acquisitions and Divestitures CrossAmerica Acquisition of Erickson (Details) - CrossAmerica [Member] - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Total consideration, net of cash acquired | $ 52 | |
Erickson [Member] | ||
Business Acquisition [Line Items] | ||
Current assets (excluding inventories) | $ 4 | |
Inventories | 8 | |
Property and Equipment | 75 | |
Intangible Assets | 14 | |
Goodwill | 26 | |
Current liabilities | (16) | |
Deferred tax liabilities | (28) | |
Asset retirement obligations | (2) | |
Total consideration, net of cash acquired | $ 81 |
Acquisitions and Divestitures73
Acquisitions and Divestitures Sale of CST Fuel Supply Equity Interests - Narrative (Details) - USD ($) shares in Millions, $ in Millions | Jul. 16, 2015 | Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Interest Acquired | 12.50% | 5.00% | ||||
Business Combination, Consideration Transferred | $ 4,400 | $ 171 | $ 90 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4.8 | |||||
Business Combination, Consideration Transferred, Other | $ 18 | $ 0 | ||||
CST Brands Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 17.50% |
Acquisitions and Divestitures74
Acquisitions and Divestitures Sale and Lease Back of NTIs - Narrative (Details) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 01, 2015 | Jan. 01, 2015 | |
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 4,400 | $ 171 | $ 90 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 4.8 | |||||
Landmark Industries Stores [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 22 | |||||
Lease rate | 7.50% | |||||
Sale of NTIs To CrossAmerica [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 29 | |||||
Business Combination, Consideration Transferred | $ 134 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 0.3 | |||||
Payments to Acquire Businesses, Gross | $ 124 |
Acquisitions and Divestitures75
Acquisitions and Divestitures CrossAmerica Acquisition of One Stop - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2015 | Jul. 01, 2015 | |
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 4,400 | $ 171 | $ 90 | |||
One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number Of Wholesale Fuel Supply Purchase Agreement Acquired | 9 | |||||
Business Combination, Consideration Transferred | $ 45 | |||||
Intangible Assets | 6 | $ 6 | ||||
Wholesale Fuel Distribution Rights [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Intangible Assets | 4 | $ 4 | ||||
Wholesale Fuel Supply Agreements [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | $ 1 | $ 1 | ||||
Building [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||
Building [Member] | Minimum [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Building [Member] | Maximum [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 30 years | |||||
Company Operated Retail Site [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 41 | |||||
Commission Agent Site [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 4 | |||||
Quick Service Restaurant [Member] | One Stop [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of Stores | 1 |
Acquisitions and Divestitures76
Acquisitions and Divestitures CrossAmerica Acquisition of One Stop (Details) - One Stop [Member] - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Current assets (excluding inventories) | $ 1 | |
Inventories | 5 | |
Property and Equipment | 41 | |
Intangible Assets | 6 | |
Other assets | $ 0 | |
Current liabilities | 4 | |
Asset retirement obligations | 1 | |
Other long-term liabilities | (3) | |
Total consideration, net of cash acquired | $ 45 |
Acquisitions and Divestitures77
Acquisitions and Divestitures Acquisition - Pro Forma Transactions Occurred (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Total Revenues | $ 11,297 | $ 12,776 |
Net Income attributable to CST Stockholders | $ 324 | $ 166 |
Net income per share - diluted | $ 4.25 | $ 2.17 |
Acquisitions and Divestitures D
Acquisitions and Divestitures Divestitures - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Business Acquisition [Line Items] | ||||
Number Of Locations Acquired | 71 | 25 | ||
Gain (Loss) on Disposition of Assets | $ (351) | $ (10) | $ (32) | |
Reportable Legal Entities [Member] | CST Standalone [Member] | ||||
Business Acquisition [Line Items] | ||||
Gain (Loss) on Disposition of Assets | $ (32) | $ (351) | $ (7) | $ (32) |
Asset Impairments Asset Impairm
Asset Impairments Asset Impairment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Sale of Wholesale Fuel Supply Contracts to CrossAmerica [Abstract] | ||||
Asset Impairment Charges | $ 2 | $ 1 | $ 3 | |
Impairment of Long-Lived Assets to be Disposed of | $ 2 |
Fair Value Measurements Financi
Fair Value Measurements Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 150 | $ 60 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 1,100 | 1,000 | |
Long-term Debt | 1,000 | 1,000 | |
CrossAmerica [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Fair Value of Amount Outstanding | 442 | 358 | |
Long-term Line of Credit | [1] | $ 442 | $ 358 |
[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. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value of Nonfinancial Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property and equipment, net | $ 2,642 | $ 2,224 | |
Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property and equipment, net | 6 | 1 | $ 3 |
Impairment of Long-Lived Assets Held-for-use | $ 2 | $ 1 | $ 1 |
Income Approach Valuation Technique [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Measurements, Valuation Techniques | Income approach | Income approach | Income approach |
Income Approach Valuation Technique [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property, Plant, and Equipment, Fair Value Disclosure | $ 4 | $ 0 | $ 2 |
Receivable Receivables, Net (De
Receivable Receivables, Net (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | |||
Trade Receivables | $ 132 | $ 89 | |
Other | 64 | 47 | |
Total Receivables | 196 | 136 | |
Allowance for Doubtful Accounts | 1 | 1 | $ 1 |
Receivables, net | $ 195 | $ 135 |
Receivable Allowance Rollforwar
Receivable Allowance Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance Rollforward [Abstract] | |||
Balance as of beginning of year | $ 1 | $ 1 | |
Acquisitions | 0 | 0 | $ 0 |
Increase in allowance charged to expenses | 0 | 0 | 0 |
Accounts charged against the allowance, net of recoveries | 0 | 0 | 0 |
Balance as of end of year | $ 1 | $ 1 | $ 1 |
Inventories Inventories - Narra
Inventories Inventories - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Inventories [Abstract] | ||
Inventory, LIFO Reserve | $ 8 | $ 0 |
Inventories Inventories (Detail
Inventories Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Convenience store merchandise | $ 156 | $ 139 |
Motor fuel | 92 | 83 |
Supplies | 2 | 2 |
Inventories | $ 250 | $ 224 |
Property and Equipment Property
Property and Equipment Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 162 | $ 122 | $ 114 | |
Capital Leased Assets, Gross | 19 | 18 | ||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 7 | 5 | ||
Sale Leaseback Transaction, Historical Cost | 101 | 58 | ||
Sale Leaseback Transaction, Accumulated Depreciation | 24 | 17 | ||
CrossAmerica [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 8 | $ 53 | $ 42 |
Property and Equipment Proper87
Property and Equipment Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 813 | $ 710 |
Buildings | 949 | 759 |
Equipment | 974 | 876 |
Land improvements and leasehold improvements | 396 | 323 |
Other (a) | 252 | 197 |
Asset retirement obligations | 92 | 78 |
Construction in progress | 89 | 67 |
Property and equipment, at cost | 3,565 | 3,010 |
Accumulated depreciation | (923) | (786) |
Property and equipment, net | $ 2,642 | $ 2,224 |
Goodwill Changes in Goodwill (D
Goodwill Changes in Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Balance at December 31, 2014 | $ 420 | $ 242 |
Balance at December 31, 2015 | 420 | 242 |
Acquisitions | 199 | 59 |
Purchase price adjustment | 119 | |
Balance at December 31, 2016 | 619 | 420 |
CrossAmerica [Member] | ||
Goodwill [Line Items] | ||
Balance at December 31, 2014 | 383 | 223 |
Balance at December 31, 2015 | 383 | 223 |
Acquisitions | 8 | 41 |
Purchase price adjustment | 119 | |
Balance at December 31, 2016 | 391 | 383 |
U.S. Retail [Member] | ||
Goodwill [Line Items] | ||
Balance at December 31, 2014 | 35 | 19 |
Balance at December 31, 2015 | 35 | 19 |
Acquisitions | 191 | 16 |
Purchase price adjustment | 0 | |
Balance at December 31, 2016 | 226 | 35 |
Canada Retail [Member] | ||
Goodwill [Line Items] | ||
Balance at December 31, 2014 | 2 | 0 |
Balance at December 31, 2015 | 2 | 0 |
Acquisitions | 0 | 2 |
Purchase price adjustment | 0 | |
Balance at December 31, 2016 | $ 2 | $ 2 |
Intangible Assets Schedule of F
Intangible Assets Schedule of Finite-Lived Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 9 | $ 7 | $ 8 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 4 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 4 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 4 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 4 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 3 | |||
U.S. | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Canada | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
10 year life [Member] | CrossAmerica [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
5 year life - Covenants [Member] | CrossAmerica [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
15 year life [Member] | CrossAmerica [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
CrossAmerica [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 10 | $ 33 | $ 31 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 32 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 32 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 29 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 29 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 28 |
Intangible Assets Intangibles (
Intangible Assets Intangibles (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 547 | $ 505 | |
Accumulated Amortization | (190) | (146) | |
Net Carrying Amount | 357 | 359 | |
CrossAmerica [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net Carrying Amount | 321 | 340 | |
CST Standalone [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 129 | 100 | |
Accumulated Amortization | (93) | (81) | |
Net Carrying Amount | 36 | 19 | |
U.S. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 34 | 8 | |
Accumulated Amortization | (4) | (1) | |
Net Carrying Amount | 30 | 7 | |
U.S. | Flash Foods Trademarks/Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 22 | 0 | |
Accumulated Amortization | (2) | 0 | |
Net Carrying Amount | 20 | 0 | |
U.S. | Other Intangible Assets [Member] | |||
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] | 95 | 92 |
Accumulated Amortization | [2] | (89) | (80) |
Net Carrying Amount | [2] | 6 | 12 |
CrossAmerica [Member] | Wholesale fuel supply contracts/rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 401 | 388 | |
Accumulated Amortization | (87) | (56) | |
Net Carrying Amount | 314 | 332 | |
CrossAmerica [Member] | CrossAmerica [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 418 | 405 | |
Accumulated Amortization | (97) | (65) | |
Net Carrying Amount | 321 | 340 | |
CrossAmerica [Member] | CrossAmerica [Member] | Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 5 | 6 | |
Accumulated Amortization | (3) | (4) | |
Net Carrying Amount | 2 | 2 | |
CrossAmerica [Member] | CrossAmerica [Member] | Below market leases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 12 | 11 | |
Accumulated Amortization | (7) | (5) | |
Net Carrying Amount | $ 5 | $ 6 | |
[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. |
Accrued Expenses and Other Lo91
Accrued Expenses and Other Long Term Liabilities Accrued Expenses - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 30 years | |||
Business Combination, Consideration Transferred | $ 4,400 | $ 171 | $ 90 | |
Operating Leases, Rent Expense | $ 88 | $ 78 | $ 53 | |
Sale Leaseback Transaction [Member] | CrossAmerica [Member] | ||||
Other Commitments [Line Items] | ||||
Number of Stores | 17 | 17 | ||
Business Combination, Consideration Transferred | $ 25 | |||
Operating Leases, Rent Expense | $ 1.6 | |||
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 6.50% | 6.50% | ||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years |
Accrued Expenses and Other Lo92
Accrued Expenses and Other Long Term Liabilities Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | |||
Wage and Other Employee-related Liabilities | $ 32 | $ 32 | |
Environmental Liabilities | 2 | 2 | |
Self Insurance Accruals | 1 | 1 | |
Asset Retirement Obligations | 3 | 3 | $ 3 |
Accrued Interest | 6 | 6 | |
Other | 26 | 27 | |
Total Accrued Expenses | $ (70) | $ (71) |
Accrued Expenses and Other Lo93
Accrued Expenses and Other Long Term Liabilities Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Environmental Liabilities | $ 4 | $ 3 |
Self-insurance accruals | 5 | 16 |
CrossAmerica sale and leaseback obligations, net of deferred financing fees | 78 | 27 |
Other | 49 | 39 |
Total Other Long-term Liabilities | $ (136) | $ (85) |
Accrued Expenses and Other Lo94
Accrued Expenses and Other Long Term Liabilities Sale Leaseback Obligations (Details) - CrossAmerica [Member] $ in Millions | Dec. 31, 2016USD ($) |
Sale Leaseback Obligations [Line Items] | |
2,017 | $ 6 |
2,018 | 7 |
2,019 | 7 |
2,020 | 7 |
2,021 | 7 |
Thereafter | 69 |
Total Future Minimum Lease Payments | 103 |
Less Interest Component | 70 |
Present Value of Minimum Lease Payments | 33 |
Plus Net Book Value of Property at end of Lease | 21 |
Plus Deferred Gain to be Recognized at end of Lease | 26 |
Gross Sale Leaseback Obligations | 80 |
Current Portion | 1 |
Long-term Portion | 79 |
Deferred Financing Costs, net | 1 |
Long-term Portion, Net of Deferred Financing Costs | $ 78 |
Accrued Expenses and Other Lo95
Accrued Expenses and Other Long Term Liabilities Changes in Asset Retirement Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in asset retirement obligations [Abstract] | |||
Asset Retirement Obligation as of Beginning of Year | $ 116 | $ 105 | $ 82 |
Acquisition of CrossAmerica | 0 | 0 | 19 |
Acquisition of Flash Foods | 13 | 0 | 0 |
Additions to accrual | 4 | 13 | 7 |
Accretion expense | 6 | 5 | 5 |
Settlements | (7) | (4) | (6) |
Foreign currency translation | 0 | (3) | (2) |
Asset Retirement Obligation as of End of Year | 132 | 116 | 105 |
Less Current Portion (Included in Accrued Expenses) | (3) | (3) | (3) |
Asset retirement obligations, less current portion | $ 129 | $ 113 | $ 102 |
Debt Financial Convenants and I
Debt Financial Convenants and Interest Rates - Narrative (Details) $ in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Line of Credit Facility [Line Items] | |||||||
Net income attributable to CST stockholders | $ 324 | $ 149 | $ 200 | ||||
Proceeds from Lines of Credit | 215 | 369 | 0 | ||||
Banking Fees and Commissions | $ 2 | ||||||
Draws outstanding on revolving credit facility | $ 150 | 150 | 60 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 344 | 344 | 236 | ||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total available credit facility limit | 500 | 500 | 300 | ||||
Debt Instrument, Face Amount | $ 500 | $ 500 | |||||
Security Interests in the Capital Stock of Domestic Subsidiaries | 100.00% | 100.00% | |||||
Security Interests in the Voting Equity Interests of Foreign Subsidiaries | 65.00% | 65.00% | |||||
Security Interests in the Non-Voting Equity Interests of Foreign Subsidiaries | 100.00% | 100.00% | |||||
Debt Instrument, Covenant, Lease Adjusted Leverage Ratio, Maximum | 3.50 | 3.50 | |||||
Debt Instrument, Covenant, Consolidated Fixed Charge Coverage Ratio, Minimum | 1.30 | 1.30 | |||||
Notes Payable to Banks [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total available credit facility limit | $ 1,000 | $ 1,000 | |||||
Debt Instrument, Face Amount | 500 | 500 | |||||
Long-term Debt | 0 | 0 | |||||
CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total available credit facility limit | 20 | 20 | |||||
Line of Credit Facility, Increase (Decrease), Net | 100 | ||||||
Draws outstanding on revolving credit facility | 442 | 442 | 358 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 94 | 94 | |||||
Other Liabilities [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from Lines of Credit | 1 | ||||||
Senior Notes [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Face Amount | 175 | 175 | |||||
Swing-Line Loans [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Increase (Decrease), Net | 25 | $ 10 | 25 | ||||
Standby Letters of Credit [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Increase (Decrease), Net | 45 | ||||||
Notes Payable, Other Payables [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Notes Payable | $ 1 | ||||||
Revolving Credit Facility [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total available credit facility limit | $ 550 | $ 550 | |||||
Line of Credit Facility, Interest Rate at Period End | 3.53% | 3.53% | |||||
Line of Credit Facility, Threshold for Material Acquisition | $ 30 | $ 50 | |||||
Maximum [Member] | Senior Notes [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 3 | ||||||
Minimum [Member] | Senior Notes [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio | 2.75 | ||||||
Thereafter December 31, 2014 [Member] | Maximum [Member] | Revolving Credit Facility [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 4.50 | ||||||
Two Quarters Following Closing of Material Acquisition [Member] | Maximum [Member] | Revolving Credit Facility [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 | 5 | |||||
Upon issuance of Qualified Senior Notes [Member] | Maximum [Member] | Revolving Credit Facility [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5.50 | ||||||
Flash Foods [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from Lines of Credit | $ 307 | ||||||
CST Standalone [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt | [1] | $ 338 | 338 | $ 406 | |||
Unrestricted [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Net income attributable to CST stockholders | $ 133 | ||||||
Notes Payable to Banks [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Interest Rate at Period End | 2.25% | 2.25% | |||||
Notes Payable to Banks [Member] | CrossAmerica [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt | $ 443 | $ 443 | |||||
Notes Payable to Banks [Member] | CST Standalone [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt | $ 1,038 | $ 1,038 | |||||
Change of Control [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 101.00% | ||||||
Asset Sale [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100.00% | ||||||
[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. |
Debt Long-Term Debt (Details)
Debt Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Total consolidated debt and capital lease obligations outstanding | $ 1,505 | $ 1,429 | |
CrossAmerica [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Fair Value | [1] | 442 | 358 |
Total Outstanding Debt, Combined Amount | [1] | 443 | 385 |
Deferred Financing Fees | [1] | (4) | (4) |
Capital leases | [1] | 28 | 32 |
Total consolidated debt and capital lease obligations outstanding | [1] | 467 | 413 |
Other debt | [1] | 1 | 27 |
Debt, Current | 2 | 9 | |
CST Standalone [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Fair Value | [2] | 150 | 60 |
Term Loan Due 2019 | [2] | 338 | 406 |
5.00% senior notes due 2023 | [2] | 550 | 550 |
Total Outstanding Debt, Combined Amount | [2] | 1,038 | 1,016 |
Deferred Financing Fees | [2] | (12) | (14) |
Capital leases | [2] | 12 | 14 |
Total consolidated debt and capital lease obligations outstanding | [2] | 1,038 | 1,016 |
Debt, Current | $ 76 | $ 130 | |
[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. | ||
[2] | The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. CST has pledged its equity ownership in CrossAmerica to secure the CST Credit Facility. |
Debt Debt Maturities of Long-Te
Debt Debt Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | |
CST Standalone [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | [1] | $ 338 | $ 406 |
CST Standalone [Member] | Notes Payable to Banks [Member] | |||
Debt Instrument [Line Items] | |||
2,017 | 75 | ||
2,018 | 75 | ||
2,019 | 338 | ||
2,020 | 0 | ||
2,021 | 0 | ||
Thereafter | 550 | ||
Long-term Debt | 1,038 | ||
CST Brands Inc. [Member] | Notes Payable to Banks [Member] | |||
Debt Instrument [Line Items] | |||
2,017 | 75 | ||
2,018 | 76 | ||
2,019 | 780 | ||
2,020 | 0 | ||
2,021 | 0 | ||
Thereafter | 550 | ||
Long-term Debt | 1,481 | ||
CrossAmerica [Member] | Notes Payable to Banks [Member] | |||
Debt Instrument [Line Items] | |||
2,017 | 0 | ||
2,018 | 1 | ||
2,019 | 442 | ||
2,020 | 0 | ||
2,021 | 0 | ||
Thereafter | 0 | ||
Long-term Debt | $ 443 | ||
[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. |
Debt Borrowing under Amendment
Debt Borrowing under Amendment (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Fair Value of Amount Outstanding | $ (150) | $ (60) |
Letters of Credit Outstanding | (6) | (4) |
Maximum leverage ratio constraint | 0 | 0 |
Total Available and undrawn | 344 | 236 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total available credit facility limit | $ 500 | $ 300 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017shares | Dec. 31, 2016USD ($)shares | Sep. 30, 2016shares | Jun. 30, 2016shares | Mar. 31, 2016shares | Sep. 30, 2015shares | Jun. 30, 2015shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 29, 2016USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
CST distributions to CrossAmerica | $ 0 | $ 0 | |||||||||
Partners' Capital Account, Return of Capital | 0 | ||||||||||
Stock-based compensation expense | 17,000,000 | 17,000,000 | $ 18,000,000 | ||||||||
Rental Income | 63,000,000 | 60,000,000 | 43,000,000 | ||||||||
Operating Leases, Rent Expense | 88,000,000 | 78,000,000 | 53,000,000 | ||||||||
Cost of Services, Environmental Remediation | 1,600,000 | 1,300,000 | 1,400,000 | ||||||||
Partners' Capital Account, Units, Converted | shares | 7,525,000 | ||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Due Date | Oct. 27, 2016 | Aug. 2, 2016 | May 9, 2016 | Mar. 31, 2016 | Oct. 26, 2015 | Jul. 16, 2015 | |||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | shares | 110,824 | 101,087 | 83,218 | 145,137 | 114,256 | 145,056 | |||||
DMI [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Leasehold Rent Expense | 500,000 | 200,000 | 100,000 | ||||||||
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 | 200,000 | 200,000 | 300,000 | ||||||||
CST Brands Inc. [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Leasehold Rent Expense | 100,000 | 200,000 | |||||||||
Topper And Entities | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Rental Income | 500,000 | 500,000 | 700,000 | ||||||||
Operating Leases, Rent Expense | $ 900,000 | 900,000 | $ 800,000 | ||||||||
Partners' Capital Account, Units, Converted | shares | 6,786,499 | ||||||||||
Amended and Restated Omnibus Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees revenue | $ 10,000,000 | ||||||||||
CrossAmerica [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Master lease agreement, terms of contract | 10 years | ||||||||||
Lease rate | 7.50% | ||||||||||
Purchases under fuel distribution agreement | 79,000,000 | 78,000,000 | |||||||||
Related party rent expense on retail sites | $ 17,000,000 | $ 9,000,000 | |||||||||
Amounts payable to CrossAmerica | 4,000,000 | $ 4,000,000 | 2,000,000 | ||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 17.50% | ||||||||||
CST distributions to CrossAmerica | $ 16,000,000 | 11,000,000 | |||||||||
Partners' Capital Account, Return of Capital | 18,000,000 | ||||||||||
Management fees revenue | 856,000 | ||||||||||
CrossAmerica [Member] | Amended and Restated Omnibus Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees revenue | 13,000,000 | ||||||||||
Stock-based compensation expense | 5,000,000 | ||||||||||
Management fee payable | $ 10,000,000 | $ 10,000,000 | $ 9,000,000 | ||||||||
CrossAmerica [Member] | Wholesale Fuel Supply Contracts [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | $ 3,000,000 | ||||||||||
Independent Dealer [Member] | CrossAmerica [Member] | Wholesale Fuel Supply Contracts [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of Stores | 21 | 21 | |||||||||
Subwholesaler [Member] | CrossAmerica [Member] | Wholesale Fuel Supply Contracts [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of Stores | 11 | 11 | |||||||||
Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Due Date | Feb. 28, 2017 | ||||||||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | shares | 171,039 |
Related-Party Transactions Omni
Related-Party Transactions Omnibus Transactions (Details) - shares | 3 Months Ended | ||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | |||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Due Date | Oct. 27, 2016 | Aug. 2, 2016 | May 9, 2016 | Mar. 31, 2016 | Oct. 26, 2015 | Jul. 16, 2015 | |
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 110,824 | 101,087 | 83,218 | 145,137 | 114,256 | 145,056 | |
Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Due Date | Feb. 28, 2017 | ||||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 171,039 |
Related-Party Transactions IDR
Related-Party Transactions IDR and Common Unit Distribution (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||||
IDRs | $ 0 | ||||||
Distributions paid | $ (21) | $ (20) | $ (20) | $ (20) | $ (64) | (55) | $ (12) |
CrossAmerica [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
IDRs | 3 | 1 | |||||
Distributions paid | (16) | (8) | |||||
Total | $ 19 | $ 9 |
Related-Party Transactions Reve
Related-Party Transactions Revenues from fuel sales and rental income from DMS (Details) - Lehigh Gas Ohio LLC - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Revenues from motor fuel sales to DMS | $ 254 | $ 323 |
Rental income from DMS | $ 21 | $ 23 |
Commitments and Contingencies N
Commitments and Contingencies Narrative (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016 | |
Long-term Purchase Commitment [Line Items] | |||||
Operating Leases, Rent Expense | $ 88 | $ 78 | $ 53 | ||
Accrual for Environmental Loss Contingencies | $ 6 | 6 | $ 5 | ||
Loss Contingency Accrual | 6 | 6 | |||
Loss Contingency, Receivable, Noncurrent | 5 | $ 5 | |||
CrossAmerica [Member] | Rocky Top [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years 8 months | ||||
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | $ 5 | $ 5 | |||
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 6.50% | 6.50% | 7.70% | ||
Lease Option Renewals | 4 | ||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | ||||
Operating Leases, Rent Expense | $ 1.8 | ||||
Percentage Increase Annual Fixed Rent Payments | 1.50% |
Commitments and Contingencie105
Commitments and Contingencies Noncancelable Operating Leases - Table (Details) $ in Millions | Dec. 31, 2016USD ($) |
CST Brands Inc. [Member] | |
2,017 | $ 58 |
2,018 | 52 |
2,019 | 47 |
2,020 | 41 |
2,021 | 35 |
Thereafter | 144 |
Total Minimum Rental Payments | 377 |
CST Standalone [Member] | |
2,017 | 41 |
2,018 | 37 |
2,019 | 33 |
2,020 | 29 |
2,021 | 26 |
Thereafter | 105 |
Total Minimum Rental Payments | 271 |
CrossAmerica [Member] | |
2,017 | 17 |
2,018 | 15 |
2,019 | 14 |
2,020 | 12 |
2,021 | 9 |
Thereafter | 39 |
Total Minimum Rental Payments | $ 106 |
Commitments and Contingencie106
Commitments and Contingencies Noncancelable Capital Leases - Table (Details) $ in Millions | Dec. 31, 2016USD ($) |
CST Standalone [Member] | |
2,017 | $ 4 |
2,018 | 4 |
2,019 | 3 |
2,020 | 3 |
2,021 | 3 |
Thereafter | 14 |
Total Minimum Rental Payments | 31 |
Less Amount Representing Interest | (17) |
Net Minimum Rental Payments | 14 |
CrossAmerica [Member] | |
2,017 | 6 |
2,018 | 7 |
2,019 | 7 |
2,020 | 7 |
2,021 | 7 |
Thereafter | 69 |
Total Minimum Rental Payments | 103 |
Less Amount Representing Interest | (70) |
Net Minimum Rental Payments | 33 |
CST Brands Inc. [Member] | |
2,017 | 10 |
2,018 | 11 |
2,019 | 10 |
2,020 | 10 |
2,021 | 10 |
Thereafter | 83 |
Total Minimum Rental Payments | 134 |
Less Amount Representing Interest | (87) |
Net Minimum Rental Payments | $ 47 |
Commitments and Contingencies R
Commitments and Contingencies Rental Expense - Table (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Noncancelable Operating Lease Commitments [Abstract] | |||
Minimum Rental Expense | $ 69 | $ 59 | $ 33 |
Contingent Rental Expense | 19 | 19 | 20 |
Total Rental Expense | $ 88 | $ 78 | $ 53 |
Equity Narrative (Details)
Equity Narrative (Details) | Jul. 16, 2015USD ($) | Jun. 19, 2015USD ($)shares | Jan. 31, 2015 | Feb. 27, 2017shares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2016shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / shares | Jul. 01, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | shares | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Common Stock | shares | 75,749,114 | 75,615,766 | 75,749,114 | 75,615,766 | 75,749,114 | 75,749,114 | |||||||||||||||
Common stock, shares issued | shares | 77,935,731 | 77,749,964 | 77,674,000 | 77,935,731 | 77,749,964 | 77,674,000 | 77,935,731 | 77,935,731 | |||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | shares | 2,044,490 | ||||||||||||||||||||
Stock repurchased under buyback program | shares | 0 | (888,545) | (369,348) | (334,584) | (501,750) | 0 | 1,592,477 | (2,094,227) | |||||||||||||
Treasury Stock, Value of Repurchases | $ 64,000,000 | ||||||||||||||||||||
Number of units withheld to pay taxes | shares | 29,007 | 69,541 | |||||||||||||||||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ 3,000,000 | 1,000,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | shares | 17,122 | ||||||||||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 19.80% | ||||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | |||||||||||||||||
Partners' Capital Account, Units, Sold in Public Offering | shares | 4,600,000 | 200,000 | |||||||||||||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | ||||||||||||||||||||
Average Price Paid per Unit | $ / shares | $ 0 | $ 39.56 | $ 40.20 | $ 41.98 | $ 42.98 | $ 0 | |||||||||||||||
Proceeds from Issuance of Common Limited Partners Units | $ 6,000,000 | $ 139,000,000 | $ 0 | 145,000,000 | $ 0 | ||||||||||||||||
Proceeds under the CST revolving credit facility | $ 184,000,000 | 532,000,000 | 135,000,000 | 0 | |||||||||||||||||
Noncash or Part Noncash Acquisition, Interest Acquired | 12.50% | 5.00% | |||||||||||||||||||
Dividends | 10,000,000 | 19,000,000 | 18,000,000 | ||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 114,390,897 | $ 114,390,897 | $ 114,390,897 | $ 149,542,531 | $ 164,390,837 | $ 178,435,331 | 114,390,897 | $ 114,390,897 | $ 178,435,331 | $ 114,390,897 | $ 114,390,897 | ||||||||||
Quarterly | |||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 0.0625 | ||||||||||||||||||||
Dividends | $ 5,000,000 | ||||||||||||||||||||
Sale of NTIs To CrossAmerica [Member] | |||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||
Number of Stores | 29 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||
Partners' Capital Account, Units, Treasury Units Purchased | shares | 0 | ||||||||||||||||||||
CST Standalone [Member] | |||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 0.0625 | $ 0.0625 | $ 0.0625 | ||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 310 | 140,053 | 176,323 | 310 | 140,053 | 176,323 | 310 | 310 | |||||||||||||
CrossAmerica [Member] | |||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||
Partners' Capital Account, Treasury Units, Reissued | $ 3,603,071 | $ 20,000,000 | |||||||||||||||||||
Partners' Capital Account, Units, Treasury Units Purchased | shares | 0 | 0 | 20,971 | 112,492 | 287,621 | 154,158 | 804,667 | ||||||||||||||
Average Price Paid per Unit | $ / shares | $ 0 | $ 0 | $ 23.86 | $ 24.47 | $ 23.37 | $ 24.64 | |||||||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 767,000,000 | $ 767,000,000 | $ 767,000,000 | 767,000,000 | |||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 18,144,276 | $ 18,144,276 | $ 18,644,689 | $ 21,396,929 | 18,144,276 | $ 21,396,929 | 18,144,276 | 18,144,276 | $ 18,144,276 | ||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | $ 166,000,000 | $ 166,000,000 | $ 166,000,000 | $ 166,000,000 |
Equity CST Dividend Activity (D
Equity CST Dividend Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |
Distribution made by Limited Partner [Line Items] | ||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 114,390,897 | $ 114,390,897 | $ 114,390,897 | $ 114,390,897 | $ 178,435,331 | $ 114,390,897 | $ 149,542,531 | $ 164,390,837 | ||||
Dividends | 10,000,000 | $ 19,000,000 | $ 18,000,000 | |||||||||
Record date | Feb. 6, 2017 | Nov. 4, 2016 | Aug. 8, 2016 | May 19, 2016 | ||||||||
Payment date | Feb. 13, 2017 | Nov. 15, 2016 | Aug. 15, 2016 | May 31, 2016 | ||||||||
CST Standalone [Member] | ||||||||||||
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 | $ 5,000,000 | |||||||||||
Cash distribution (per share) | $ 0.0625 |
Equity CrossAmerica Distributio
Equity CrossAmerica Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Distribution made by Limited Partner [Line Items] | ||||||||
Record date | Feb. 6, 2017 | Nov. 4, 2016 | Aug. 8, 2016 | May 19, 2016 | ||||
Payment date | Feb. 13, 2017 | Nov. 15, 2016 | Aug. 15, 2016 | May 31, 2016 | ||||
Cash distribution (per unit) | $ 0.6125 | $ 0.6075 | $ 0.6025 | $ 0.5975 | ||||
Cash distribution | $ 21 | $ 20 | $ 20 | $ 20 | $ 64 | $ 55 | $ 12 | |
CrossAmerica [Member] | ||||||||
Distribution made by Limited Partner [Line Items] | ||||||||
Cash distribution | $ 16 | $ 8 | ||||||
CST Standalone [Member] | ||||||||
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 ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | 15 Months Ended | |||||||||
Feb. 27, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Average Price Paid per Unit | $ 0 | $ 39.56 | $ 40.20 | $ 41.98 | $ 42.98 | $ 0 | |||||||
Amount Remaining under the Plan | $ 114,390,897 | $ 114,390,897 | $ 114,390,897 | $ 149,542,531 | $ 164,390,837 | $ 178,435,331 | $ 114,390,897 | $ 114,390,897 | $ 114,390,897 | ||||
CrossAmerica [Member] | |||||||||||||
Partners' Capital, Stock Repurchase Program, Authorized Amount | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||||||||
Partners' Capital Account, Units, Treasury Units Purchased | 0 | 0 | 20,971 | 112,492 | 287,621 | 154,158 | 804,667 | ||||||
Average Price Paid per Unit | $ 0 | $ 0 | $ 23.86 | $ 24.47 | $ 23.37 | $ 24.64 | |||||||
Partners' Capital Account, Treasury Units, Reissued | $ 3,603,071 | $ 20,000,000 | |||||||||||
Stock Repurchased During Period, Value | $ 0 | $ 0 | $ 500,413 | $ 2,752,240 | $ 6,855,724 | ||||||||
Amount Remaining under the Plan | $ 18,144,276 | $ 18,144,276 | $ 18,644,689 | $ 21,396,929 | $ 18,144,276 | $ 21,396,929 | $ 18,144,276 | ||||||
Subsequent Event [Member] | |||||||||||||
Partners' Capital Account, Units, Treasury Units Purchased | 0 |
Equity Other Comprehensive Inco
Equity Other Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at beginning of the period | $ (30) | ||
Other comprehensive income (loss), foreign currency translation adjustment, tax | 5 | $ (107) | $ (56) |
Other comprehensive income (loss) | 5 | (107) | (56) |
Balance at end of the period | (25) | (30) | |
AOCI Attributable to Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at beginning of the period | (30) | 77 | 133 |
Other comprehensive income (loss), foreign currency translation adjustment, tax | 5 | (107) | (56) |
Amounts reclassified from other comprehensive income | 0 | 0 | 0 |
Other comprehensive income (loss) | 5 | (107) | (56) |
Balance at end of the period | $ (25) | $ (30) | $ 77 |
Equity CST Stock Repurchase Pla
Equity CST Stock Repurchase Plan (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 36 Months Ended | ||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
CST Stock Repurchase Plan [Abstract] | |||||||||
Total Number of Shares Purchased | 0 | 888,545 | 369,348 | 334,584 | 501,750 | 0 | (1,592,477) | 2,094,227 | |
Average Price Pair Per Share | $ 0 | $ 39.56 | $ 40.20 | $ 41.98 | $ 42.98 | $ 0 | |||
Stock Repurchased During Period, Value | $ 0 | $ 35,151,634 | $ 14,848,306 | $ 14,044,494 | $ 21,564,669 | $ 0 | $ 22,000,000 | $ 85,609,103 | |
Amount Remaining under the Plan | $ 114,390,897 | $ 114,390,897 | $ 149,542,531 | $ 164,390,837 | $ 178,435,331 | $ 114,390,897 | $ 114,390,897 | $ 178,435,331 | $ 114,390,897 |
Equity CST Share Activity (Deta
Equity CST Share Activity (Details) - shares | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Equity [Abstract] | ||||||||
Balance of Common stock, shares issued | 77,749,964 | 77,674,000 | 77,935,731 | 77,749,964 | 77,935,731 | |||
Balance of Treasury Stock, Number of Shares Held | (2,134,000) | (513,000) | (2,187,000) | (2,134,000) | (2,187,000) | |||
Stock Issuances | 186,000 | 76,000 | ||||||
Stock Repurchases | (53,000) | (29,000) | ||||||
Stock repurchased under buyback program | 0 | 888,545 | 369,348 | 334,584 | 501,750 | 0 | (1,592,477) | 2,094,227 |
Equity-Based Compensation Narra
Equity-Based Compensation Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments | $ 0.25 | ||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 4,000,000 | $ 4,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 7,500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,100,000 | ||
Conversion of Stock, Shares Converted | 93,249 | ||
CrossAmerica [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 1,000,000 | $ 2,000,000 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 603,839 | 1,495,800 | 1,289,691 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 29.53 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 44.34 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 19 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11.06 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 2,000,000 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 months 14 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 2,000,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 6 days | ||
Common units [Member] | CrossAmerica [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,505,000 | ||
Phantom Share Units (PSUs) [Member] | CrossAmerica [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 2,000,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 5,000,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 months 19 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 169,580 | ||
CST Standalone [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 3,000,000 | $ 2,000,000 |
Equity-Based Compensation Stock
Equity-Based Compensation Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Grants of unit-based awards | |||
Stock-based compensation expense | $ 17 | $ 17 | $ 18 |
Stock Options and Restricted Stock Units (RSUs) [Member] | CrossAmerica [Member] | |||
Grants of unit-based awards | |||
Stock-based compensation expense | 4 | 5 | 8 |
Stock Options and Restricted Stock Units (RSUs) [Member] | CST Standalone [Member] | |||
Grants of unit-based awards | |||
Stock-based compensation expense | $ 13 | $ 12 | $ 10 |
Equity-Based Compensation CST S
Equity-Based Compensation CST Stock Options - Table (Details) - Employee Stock Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding | 1,495,800 | 1,289,691 | 603,839 |
Weighted-Average Exercise Price of Options Outstanding | $ 36.75 | $ 36.54 | $ 30.86 |
Weighted-Average Remaining Contractual Term of Options Outstanding | 7 years 10 months 24 days | 8 years 7 months 7 days | 8 years 10 months 25 days |
Aggregate Intrinsic Value of Options Outstanding | $ 17,000,000 | $ 5,000,000 | $ 8,000,000 |
Number of Options Granted | 417,462 | 695,700 | |
Weighted-Average Exercise Price Exercised | $ 38.77 | $ 41.44 | |
Number of Options Exercised | (168,780) | (4,102) | |
Weight-Average Exercise Price of Options Exercised | $ 39.01 | $ 29.86 | |
Aggregate Intrinsic Value of Options Exercised | $ 2 | $ 0 | |
Number of Unvested Options Forfeited | (42,573) | (5,746) | |
Weighted-Average Exercise Price of Unvested Options Forfeited | $ 41.24 | $ 37.97 | |
Number of Options Exercisable at Year End | 652,469 | ||
Weighted-Average Exercise Price of Option Exercisable at Year End | $ 34.01 | ||
Weighted-Average Remaining Contractual Term of Options Exercisable to Year End | 7 years 3 months 19 days | ||
Aggregate Intrinsic Value of Options Exercisable at Year End | $ 9,000,000 |
Equity-Based Compensation CST F
Equity-Based Compensation CST Fair Value Inputs - Table (Details) - Stock Options and Restricted Stock Units (RSUs) [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years | 6 years |
Expected Stock Price Volatility | 29.05% | 25.31% |
Risk-Free Interest Rate | 1.49% | 1.75% |
Expected Dividend Yield | 0.64% | 0.60% |
Equity-Based Compensation CST R
Equity-Based Compensation CST Restricted Stock Awards - Table (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units outstanding at December 31, 2014 | 226,350 | 141,252 |
Restricted stock units outstanding at December 31, 2015 | 226,350 | 141,252 |
Shares Granted | 150,667 | 135,746 |
Shares Vested | (124,696) | (49,512) |
Shares Forfeited | (10,845) | (1,136) |
Restricted stock units outstanding at December 31, 2016 | 241,476 | 226,350 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Outstanding at December 31, 2014 | $ 37.32 | $ 31.46 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Outstanding at December 31, 2015 | 37.32 | 31.46 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Granted | 38.76 | 41.53 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Vested | 37.19 | 32.12 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Forfeited | 40.46 | 39.29 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Outstanding at December 31, 2016 | $ 38.14 | $ 37.32 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units outstanding at December 31, 2014 | 140,053 | 176,323 |
Restricted stock units outstanding at December 31, 2015 | 140,053 | 176,323 |
Shares Granted | 0 | 22,820 |
Shares Vested | (139,483) | (58,170) |
Shares Forfeited | (260) | (920) |
Restricted stock units outstanding at December 31, 2016 | 310 | 140,053 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Outstanding at December 31, 2014 | $ 31.70 | $ 30.03 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Outstanding at December 31, 2015 | 31.70 | 30.03 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Granted | 0 | 41.41 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Vested | 31.71 | 30.46 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Forfeited | 29.53 | 29.53 |
Weighted-Average Grant-Date Fair Value of Restricted Shares Outstanding at December 31, 2016 | $ 31.25 | $ 31.70 |
Equity-Based Compensation Cross
Equity-Based Compensation CrossAmerica Equity Based Awards - Table (Details) - CrossAmerica [Member] - Phantom Share Units (PSUs) [Member] - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of CrossAmerica Units Granted | 5,364 | 56,455 | |
Number of CrossAmerica Units Vested | 115,118 | 144,982 | |
Number of CrossAmerica Units Forfeited | 2,063 | 7,718 | |
Number of CrossAmerica Units Outstanding | (47,314) | (159,131) | (255,376) |
Equity-Based Compensation CST M
Equity-Based Compensation CST Market Share Units (Details) - Market Share Units [Member] | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning average stock price | $ 34.18 |
Expected Stock Price Volatility | 27.71% |
Risk-Free Interest Rate | 1.04% |
Expected Dividend Yield | 0.64% |
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 | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST stockholders | $ 324 | $ 149 | $ 200 | ||||||||
Less dividends declared: Common stock | $ 10 | $ 19 | $ 18 | ||||||||
Weighted-average common shares outstanding (in thousands) | 75,627 | 76,155 | 75,909 | ||||||||
Total earnings per common share | $ 0.24 | $ 3.42 | $ 0.36 | $ 0.24 | $ 0.34 | $ 1.12 | $ 0.32 | $ 0.18 | $ 4.26 | $ 1.95 | $ 2.63 |
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,137 | 76,505 | 76,086 | ||||||||
Earnings per common share - assuming dilution | $ 0.23 | $ 3.41 | $ 0.36 | $ 0.24 | $ 0.34 | $ 1.12 | $ 0.32 | $ 0.18 | $ 4.24 | $ 1.95 | $ 2.63 |
Common Stock [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST stockholders | $ 324 | $ 149 | $ 200 | ||||||||
Less dividends declared: Common stock | 10 | 19 | 19 | ||||||||
Undistributed earnings | $ 314 | $ 130 | $ 181 | ||||||||
Weighted-average common shares outstanding (in thousands) | 75,627 | 76,155 | 75,909 | ||||||||
Earnings per share, distributed earnings | $ 0.12 | $ 0.25 | $ 0.25 | ||||||||
Earnings per share, undistributed earnings | $ 4.14 | $ 1.70 | $ 2.38 | ||||||||
Stock options (in thousands) | 228 | 120 | 34 | ||||||||
Restricted stock (in thousands) | 40 | 101 | 91 | ||||||||
Restricted stock units (in thousands) | 183 | 129 | 52 | ||||||||
Market share units (in thousands) | 59 | 0 | |||||||||
Restricted Stock [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Weighted-average common shares outstanding (in thousands) | 398 | 361 | 302 | ||||||||
Earnings per share, distributed earnings | $ 0.12 | $ 0.25 | $ 0.25 | ||||||||
Earnings per share, undistributed earnings | 4.14 | 1.70 | 2.38 | ||||||||
Total earnings per common share | $ 4.26 | $ 1.95 | $ 2.63 |
Earnings Per Common Share - 123
Earnings Per Common Share - Earnings per Share Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST | $ 324 | $ 149 | $ 200 | ||||||||
Weighted-average common shares outstanding (in thousands) | 75,627 | 76,155 | 75,909 | ||||||||
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,137 | 76,505 | 76,086 | ||||||||
Earnings per common share - assuming dilution | $ 0.23 | $ 3.41 | $ 0.36 | $ 0.24 | $ 0.34 | $ 1.12 | $ 0.32 | $ 0.18 | $ 4.24 | $ 1.95 | $ 2.63 |
Common Stock [Member] | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net income attributable to CST | $ 324 | $ 149 | $ 200 | ||||||||
Weighted-average common shares outstanding (in thousands) | 75,627 | 76,155 | 75,909 | ||||||||
Stock options (in thousands) | 228 | 120 | 34 | ||||||||
Restricted stock (in thousands) | 40 | 101 | 91 | ||||||||
Restricted stock units (in thousands) | 183 | 129 | 52 | ||||||||
Market share units (in thousands) | 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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average anti-dilutive options (in thousands) | 388 | 567 | 245 |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Unrecognized Tax Benefits | $ 0 |
Income Taxes Income Before Taxe
Income Taxes Income Before Taxes/Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | |
Effective Income Tax Rate Reconciliation, Percent | 36.80% | 38.90% | 37.80% | |
Income tax expense | $ 176,000,000 | $ 88,000,000 | $ 109,000,000 | |
Tax Credit Carryforward, Amount | 0 | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 91,000,000 | |||
Valuation Allowances and Reserves, Balance | 10,000,000 | 11,000,000 | 7,000,000 | $ 1,000,000 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 1,000,000 | (4,000,000) | (6,000,000) | |
Operating Loss Carryforwards, Valuation Allowance | 4,000,000 | |||
Unrecognized Tax Benefits | 0 | |||
Undistributed Earnings of Foreign Subsidiaries | 924,000,000 | |||
Income Taxes Paid, Net | $ 98,000,000 | $ 107,000,000 | 77,000,000 | |
CST Standalone [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 36.00% | |||
CST Standalone [Member] | Reportable Legal Entities [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent | 35.60% | 39.30% | ||
Income tax expense | $ 178,000,000 | $ 97,000,000 | 106,000,000 | |
CrossAmerica [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation Allowances and Reserves, Balance | 6,000,000 | |||
Income Taxes Paid, Net | 5,000,000 | |||
CrossAmerica [Member] | Reportable Legal Entities [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense | $ (2,000,000) | (9,000,000) | $ 3,000,000 | |
Intersubsegment Eliminations [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Notes Receivable, Related Parties | $ 360,000,000 |
Income Taxes Reconciliation of
Income Taxes Reconciliation of Effective Tax Rate - Table (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Federal income tax expense at the U.S. statutory rate | 35.00% | 35.00% | 35.00% |
U.S. state incoem tax expense, net of U.S. federal income tax effect | 2.20% | 1.50% | 1.60% |
Canadian operations | (1.90%) | (3.60%) | (2.60%) |
Credits | (0.10%) | (0.00%) | (0.00%) |
Canadian withholding tax | 0.00% | 6.70% | 0.00% |
Other | 0.30% | (0.30%) | 0.70% |
Income tax expense | 36.80% | 38.90% | 37.80% |
CrossAmerica [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
CrossAmerica operations | 1.30% | (0.40%) | 3.10% |
Income Taxes Current and Deferr
Income Taxes Current and Deferred Income Tax Expense - Table (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Total Current Income Tax Expense (Benefit) | $ 100 | $ 95 | $ 85 |
Total Deferred Income Tax Expense (Benefit) | 76 | (7) | 24 |
Income tax expense | 176 | 88 | 109 |
U.S. | |||
Operating Loss Carryforwards [Line Items] | |||
Current U.S. Federal Tax Expense (Benefit) | 69 | 63 | 59 |
Current U.S. State and Local Tax Expense (Benefit) | 9 | 8 | 6 |
Deferred U.S. Federal Income Tax Expense (Benefit) | 67 | (7) | 14 |
Deferred U.S. State and Local Income Tax Expense (Benefit) | 7 | (4) | 2 |
Canada | |||
Operating Loss Carryforwards [Line Items] | |||
Current Canada Tax Expense (Benefit) | 22 | 24 | 20 |
Deferred Canada Income Tax Expense (Benefit) | $ 2 | $ 4 | $ 8 |
Income Taxes Deferred Taxes - T
Income Taxes Deferred Taxes - Table (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | |||
Net Operating Losses | $ 4 | $ 5 | |
Lease Financing Obligation (CrossAmerica: $23 at December 31, 2016) | 23 | 23 | |
Inventories | 5 | 6 | |
Unpaid Insurance Reserve | 2 | 5 | |
Accrued Expenses | 10 | 11 | |
Property and Equipment | 12 | 13 | |
Intangibles | 47 | 48 | |
Other Assets (CrossAmerica: $4 at December 31, 2016) | 17 | 16 | |
Total Deferred Income Tax Assets | 120 | 127 | |
Less: Valuation Allowance (CrossAmerica: $6 at December 31, 2016) | (10) | (11) | |
Net Deferred Income Tax Assets | 110 | $ 116 | |
Property and Equipment (CrossAmerica: $68 at December 31, 2016) | (256) | $ (177) | |
Intangibles (CrossAmerica: $4 at December 31, 2016) | (13) | (13) | |
Investment in Partnership | (42) | (41) | |
Other (CrossAmerica: $2 at December 31, 2016) | (11) | (8) | |
Total Deferred Income Tax Liabilities | (322) | (239) | |
Net Deferred Income Tax Assets (Liabilities) (CrossAmerica: $52 at December 31, 2016) | (212) | (123) | |
Less: Non-current Deferred Income Tax Asset | (62) | (63) | |
Non-current deferred Income Tax Liability (CrossAmerica: $52 at December 31, 2016) | $ (274) | $ (186) |
Income Taxes Valuation Allowanc
Income Taxes Valuation Allowance Rollforward - Table (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Valuation Allowances and Reserves, Balance | $ 10 | $ 11 | $ 7 | $ 1 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (1) | $ 4 | $ 6 |
Income Taxes Income Before Inco
Income Taxes Income Before Income Tax Expense - Table (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | $ 480 | $ 227 | $ 289 |
U.S. Retail [Member] | |||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 384 | 122 | 188 |
Canada Retail [Member] | |||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | $ 96 | $ 105 | $ 101 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 5 | $ 10 | $ 9 |
Minimum [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||
Defined Contribution Plan, Profit Sharing, Percent | 0.00% | 4.00% | 4.00% |
Maximum [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% |
Segment Information Narrative (
Segment Information Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($)segments | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | segments | 3 | |
Revenues of immaterial segment | 5.00% | |
Assets | $ 4,360 | $ 3,840 |
Concentration Risk, Percentage | 10.00% | |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 6 | 17 |
CrossAmerica [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,477 | |
Prior Period Reclassification Adjustment | 10 | |
Elimination Assets | $ 16 | $ 6 |
Segment Information Reportable
Segment Information Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 2,839 | $ 2,908 | $ 2,988 | $ 2,371 | $ 2,542 | $ 3,092 | $ 3,155 | $ 2,666 | $ 11,106 | $ 11,455 | $ 12,754 |
Gross profit | 343 | 390 | 370 | 337 | 340 | 429 | 318 | 307 | 1,440 | 1,394 | 1,273 |
Depreciation, amortization and accretion expense | 257 | 209 | 147 | ||||||||
Operating Income | $ 37 | $ 420 | $ 53 | $ 26 | $ 55 | $ 148 | $ 43 | $ 21 | 536 | 267 | 328 |
Capital Expenditures | 915 | 561 | 285 | ||||||||
Intersubsegment Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (156) | ||||||||||
Revenue from Related Parties | (145) | (13) | |||||||||
Gross profit | (1) | 1 | |||||||||
U.S. Retail [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 6,210 | 5,981 | 7,482 | ||||||||
Revenue from Related Parties | 20 | ||||||||||
Gross profit | 918 | 859 | 844 | ||||||||
Depreciation, amortization and accretion expense | 129 | 96 | 90 | ||||||||
Operating Income | 558 | 287 | 345 | ||||||||
Capital Expenditures | 754 | 319 | 223 | ||||||||
Canada Retail [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 3,162 | 3,394 | 4,702 | ||||||||
Gross profit | 367 | 365 | 393 | ||||||||
Depreciation, amortization and accretion expense | 42 | 39 | 38 | ||||||||
Operating Income | 112 | 114 | 119 | ||||||||
Capital Expenditures | 46 | 63 | 59 | ||||||||
CrossAmerica [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,734 | 2,080 | 570 | ||||||||
Revenue from Related Parties | 136 | 145 | 13 | ||||||||
Gross profit | 156 | 169 | 36 | ||||||||
Depreciation, amortization and accretion expense | 54 | 48 | 12 | ||||||||
Operating Income | 57 | 67 | 11 | ||||||||
Capital Expenditures | 115 | 179 | 3 | ||||||||
CrossAmerica [Member] | Fair Value Adjustments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income | (34) | (26) | (7) | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income | $ (157) | $ (175) | $ (140) |
Segment Information Revenue by
Segment Information Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 2,839 | $ 2,908 | $ 2,988 | $ 2,371 | $ 2,542 | $ 3,092 | $ 3,155 | $ 2,666 | $ 11,106 | $ 11,455 | $ 12,754 |
Motor Fuel Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 8,526 | 9,121 | 10,580 | ||||||||
Merchandise Sales [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 2,169 | 1,928 | 1,692 | ||||||||
Other Product Revenues [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 411 | $ 406 | $ 482 |
Segment Information Long-lived
Segment Information Long-lived Assets by Reportable Segment (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 3,618 | $ 3,003 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | 3,256 | 2,661 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Long-Lived Assets | $ 362 | $ 342 |
Segment Information Total Asset
Segment Information Total Assets by Reporting Segment (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Assets | $ 4,360 | $ 3,840 |
U.S. Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,231 | 1,581 |
Canada Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 771 | |
CrossAmerica [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,477 | |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 4,370 | $ 3,829 |
Supplemental Cash Flow Infor138
Supplemental Cash Flow Information Narrative (Details) | 12 Months Ended |
Dec. 31, 2014shares | |
Supplemental Cash Flow [Abstract] | |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 2,044,490 |
Supplemental Cash Flow Infor139
Supplemental Cash Flow Information - Changes in Current Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Decrease (Increase) in Operating Assets: | |||
Receivables, net | $ (44) | $ 25 | $ 25 |
Inventories | 2 | 3 | 5 |
Deferred Income Taxes | 0 | 12 | 0 |
Prepaid expenses and other | (9) | 4 | (2) |
Increase (Decrease) in Operating Liabilities [Abstract] | |||
Accounts payable | (2) | 27 | 15 |
Accounts payable to Valero | 27 | (15) | (66) |
Accrued expenses | (3) | (6) | 14 |
Increase (Decrease) in Deferred Charges | 0 | 3 | 3 |
Taxes other than income taxes | 9 | 1 | 10 |
Income taxes payable | 3 | (32) | 11 |
Increase (Decrease) in Deferred Income Taxes | 0 | (9) | 0 |
Changes in working capital | $ (17) | $ 13 | $ 15 |
Supplemental Cash Flow Infor140
Supplemental Cash Flow Information - Interest and Taxes Paid (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest paid in excess of amount capitalized | $ 61 | $ 53 | $ 41 |
Income Taxes Paid | $ 98 | $ 107 | $ 77 |
Termination Benefits Narrative
Termination Benefits Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Postemployment Benefits, Period Expense | $ 2 | $ 6 |
CrossAmerica [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Deferred Compensation Liability, Current | $ 3 |
Termination Benefits Terminatio
Termination Benefits Termination Liability (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | ||
Balance at December 31, 2015 | $ 1 | $ 9 |
Provision for termination benefits (included in general and administrative expenses) | 2 | $ 6 |
Termination benefits paid | $ (10) |
Quarterly Financial Data (Un143
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Operating revenues | $ (2,839) | $ (2,908) | $ (2,988) | $ (2,371) | $ (2,542) | $ (3,092) | $ (3,155) | $ (2,666) | $ (11,106) | $ (11,455) | $ (12,754) |
Gross profit | 343 | 390 | 370 | 337 | 340 | 429 | 318 | 307 | 1,440 | 1,394 | 1,273 |
Operating Income | 37 | 420 | 53 | 26 | 55 | 148 | 43 | 21 | 536 | 267 | 328 |
Net Income Attributable to CST | $ (18) | $ (260) | $ (27) | $ (19) | $ (25) | $ (85) | $ (25) | $ (14) | $ (304) | $ (139) | $ (180) |
Basic earnings per common share | $ 0.24 | $ 3.42 | $ 0.36 | $ 0.24 | $ 0.34 | $ 1.12 | $ 0.32 | $ 0.18 | $ 4.26 | $ 1.95 | $ 2.63 |
Diluted earnings per common share | $ 0.23 | $ 3.41 | $ 0.36 | $ 0.24 | $ 0.34 | $ 1.12 | $ 0.32 | $ 0.18 | $ 4.24 | $ 1.95 | $ 2.63 |
Guarantor Subsidiaries - Narrat
Guarantor Subsidiaries - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Property and equipment, net | $ 2,642 | $ 2,224 | |
Intangible assets, net | 357 | 359 | |
Goodwill | 619 | 420 | $ 242 |
Deferred income taxes | 274 | 186 | |
Noncontrolling interest | 550 | 635 | |
CrossAmerica [Member] | |||
Property and equipment, net | 726 | 691 | |
Intangible assets, net | 321 | 340 | |
Goodwill | 391 | 383 | $ 223 |
Deferred income taxes | 52 | 54 | |
Noncontrolling interest | 0 | 0 | |
Reportable Legal Entities [Member] | CrossAmerica [Member] | |||
Property and equipment, net | 726 | 691 | |
Intangible assets, net | 321 | 340 | |
Goodwill | 391 | 383 | |
Deferred income taxes | 52 | 54 | |
Noncontrolling interest | 0 | 0 | |
CrossAmerica [Member] | CrossAmerica [Member] | |||
Intangible assets, net | 321 | 340 | |
Acquisition-related Costs | Reportable Legal Entities [Member] | CrossAmerica [Member] | |||
Property and equipment, net | 48 | 62 | |
Intangible assets, net | 240 | 258 | |
Goodwill | 302 | 302 | |
Deferred income taxes | 9 | 11 | |
Noncontrolling interest | $ 581 | $ 612 |
Guarantor Subsidiaries - Consol
Guarantor Subsidiaries - Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||||
Cash | $ 137 | $ 314 | $ 368 | $ 378 | |
Restricted cash | 22 | 0 | |||
Receivables, net | 195 | 135 | |||
Inventories | 250 | 224 | |||
Prepaid Taxes | 3 | 27 | |||
Prepaid expenses and other | 20 | 20 | |||
Total current assets | 627 | 720 | |||
Property and equipment, at cost | 3,565 | 3,010 | |||
Accumulated depreciation | (923) | (786) | |||
Property and equipment, net | 2,642 | 2,224 | |||
Intangible assets, net | 357 | 359 | |||
Goodwill | 619 | 420 | 242 | ||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 62 | 63 | |||
Other assets, net | 53 | 54 | |||
Total assets | 4,360 | 3,840 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 78 | 139 | |||
Accounts payable | 223 | 186 | |||
Accounts payable to Valero | 181 | 152 | |||
Accrued expenses | 70 | 71 | |||
Taxes other than income taxes | 61 | 42 | |||
Income taxes payable | 2 | 26 | |||
Dividends payable | 0 | 5 | |||
Total current liabilities | 615 | 621 | |||
Debt and capital lease obligations, less current portion | 1,427 | 1,290 | |||
Deferred income taxes | 274 | 186 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 129 | 113 | 102 | ||
Other long-term liabilities | 136 | 85 | |||
Total liabilities | 2,581 | 2,295 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 1 | 1 | |||
APIC | (629) | (627) | |||
Treasury stock | (89) | (87) | |||
Retained earnings | 713 | 399 | |||
AOCI | 25 | 30 | |||
Partners' Capital | 0 | 0 | |||
Noncontrolling interest | 550 | 635 | |||
Total stockholders' equity | 1,779 | $ 1,779 | 1,545 | 1,555 | 627 |
Total liabilities and stockholders’ equity | 4,360 | 3,840 | |||
CST Standalone [Member] | |||||
Current assets: | |||||
Intangible assets, net | 36 | 19 | |||
CrossAmerica [Member] | |||||
Current assets: | |||||
Cash | 1 | 1 | |||
Receivables, net | 37 | 18 | |||
Inventories | 13 | 16 | |||
Prepaid Taxes | 1 | 1 | |||
Prepaid expenses and other | 8 | 10 | |||
Total current assets | 60 | 46 | |||
Property and equipment, at cost | 822 | 738 | |||
Accumulated depreciation | (96) | (47) | |||
Property and equipment, net | 726 | 691 | |||
Intangible assets, net | 321 | 340 | |||
Goodwill | 391 | 383 | 223 | ||
Other assets, net | 18 | 11 | |||
Total assets | 1,516 | 1,471 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 2 | 9 | |||
Accounts payable | 40 | 28 | |||
Accrued expenses | 16 | 16 | |||
Taxes other than income taxes | 12 | 10 | |||
Income taxes payable | 0 | 1 | |||
Deferred income taxes | 0 | 0 | |||
Total current liabilities | 70 | 64 | |||
Debt and capital lease obligations, less current portion | 465 | 404 | |||
Deferred income taxes | 52 | 54 | |||
Asset retirement obligations | 28 | 23 | |||
Other long-term liabilities | 100 | 46 | |||
Total liabilities | 715 | 591 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Partners' Capital | 801 | 880 | |||
Noncontrolling interest | 0 | 0 | |||
Total liabilities and stockholders’ equity | 1,516 | 1,471 | |||
Corporate, Non-Segment [Member] | Parent Company [Member] | |||||
Current assets: | |||||
Cash | 0 | 0 | 0 | 0 | |
Restricted cash | 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 | 2,759 | 1,939 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 5 | 15 | |||
Total assets | 2,765 | 1,956 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 75 | 129 | |||
Accounts payable | 0 | 2 | |||
Accounts payable to Valero | (1) | (1) | |||
Accrued expenses | 5 | 5 | |||
Taxes other than income taxes | 0 | 0 | |||
Income taxes payable | 0 | 0 | |||
Dividends payable | 5 | ||||
Total current liabilities | 79 | 140 | |||
Debt and capital lease obligations, less current portion | 951 | 874 | |||
Deferred income taxes | (1) | 0 | |||
Intercompany payables (receivables) | 490 | (9) | |||
Asset retirement obligations | 0 | 0 | |||
Other long-term liabilities | 6 | 15 | |||
Total liabilities | 1,525 | 1,020 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 1 | 1 | |||
APIC | (640) | (653) | |||
Treasury stock | (89) | (87) | |||
Retained earnings | 713 | 399 | |||
AOCI | 25 | 30 | |||
Partners' Capital | 0 | 0 | |||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 1,240 | 936 | |||
Total liabilities and stockholders’ equity | 2,765 | 1,956 | |||
Reportable Legal Entities [Member] | Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash | 94 | 66 | 148 | 231 | |
Restricted cash | 22 | ||||
Receivables, net | 92 | 61 | |||
Inventories | 172 | 151 | |||
Prepaid Taxes | 2 | 26 | |||
Prepaid expenses and other | 9 | 6 | |||
Total current assets | 391 | 310 | |||
Property and equipment, at cost | 2,195 | 1,780 | |||
Accumulated depreciation | (631) | (574) | |||
Property and equipment, net | 1,564 | 1,206 | |||
Intangible assets, net | 30 | 7 | |||
Goodwill | 226 | 35 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 262 | 271 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 22 | 24 | |||
Total assets | 2,495 | 1,853 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 1 | 1 | |||
Accounts payable | 146 | 105 | |||
Accounts payable to Valero | 100 | 92 | |||
Accrued expenses | 33 | 35 | |||
Taxes other than income taxes | 48 | 31 | |||
Income taxes payable | 0 | 3 | |||
Dividends payable | 0 | ||||
Total current liabilities | 328 | 267 | |||
Debt and capital lease obligations, less current portion | 7 | 8 | |||
Deferred income taxes | 223 | 132 | |||
Intercompany payables (receivables) | (618) | (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 | 682 | 379 | |||
AOCI | 0 | 0 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 2,456 | 1,713 | |||
Total liabilities and stockholders’ equity | 2,495 | 1,853 | |||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash | 42 | 247 | 205 | 147 | |
Restricted cash | 0 | ||||
Receivables, net | 75 | 54 | |||
Inventories | 65 | 57 | |||
Prepaid Taxes | 0 | 0 | |||
Prepaid expenses and other | 3 | 4 | |||
Total current assets | 185 | 362 | |||
Property and equipment, at cost | 550 | 493 | |||
Accumulated depreciation | (196) | (165) | |||
Property and equipment, net | 354 | 328 | |||
Intangible assets, net | 6 | 12 | |||
Goodwill | 2 | 2 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 62 | 63 | |||
Other assets, net | 8 | 4 | |||
Total assets | 617 | ||||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 0 | 0 | |||
Accounts payable | 47 | 68 | |||
Accounts payable to Valero | 82 | 61 | |||
Accrued expenses | 16 | 15 | |||
Taxes other than income taxes | 1 | 1 | |||
Income taxes payable | 2 | 5 | |||
Dividends payable | 0 | ||||
Total current liabilities | 148 | 150 | |||
Debt and capital lease obligations, less current portion | 6 | 5 | |||
Deferred income taxes | 0 | 0 | |||
Intercompany payables (receivables) | 128 | 362 | |||
Asset retirement obligations | 16 | 15 | |||
Other long-term liabilities | 16 | 13 | |||
Total liabilities | 314 | 545 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 0 | 0 | |||
APIC | (61) | (60) | |||
Treasury stock | 0 | 0 | |||
Retained earnings | 242 | 166 | |||
AOCI | 0 | 0 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 303 | 226 | |||
Total liabilities and stockholders’ equity | 617 | 771 | |||
Reportable Legal Entities [Member] | CST Standalone [Member] | |||||
Current assets: | |||||
Cash | 136 | 313 | 353 | 378 | |
Restricted cash | 22 | ||||
Receivables, net | 168 | 117 | |||
Inventories | 237 | 208 | |||
Prepaid Taxes | 2 | 26 | |||
Prepaid expenses and other | 12 | 10 | |||
Total current assets | 577 | 674 | |||
Property and equipment, at cost | 2,745 | 2,273 | |||
Accumulated depreciation | (827) | (739) | |||
Property and equipment, net | 1,918 | 1,534 | |||
Intangible assets, net | 36 | 19 | |||
Goodwill | 228 | 37 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 262 | 271 | |||
Deferred income taxes | 62 | 63 | |||
Other assets, net | 35 | 43 | |||
Total assets | 3,118 | 2,641 | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 76 | 130 | |||
Accounts payable | 193 | 158 | |||
Accounts payable to Valero | 181 | 152 | |||
Accrued expenses | 54 | 55 | |||
Taxes other than income taxes | 49 | 32 | |||
Income taxes payable | 2 | 25 | |||
Dividends payable | 5 | ||||
Total current liabilities | 555 | 557 | |||
Debt and capital lease obligations, less current portion | 964 | 887 | |||
Deferred income taxes | 222 | 132 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 101 | 90 | |||
Other long-term liabilities | 36 | 39 | |||
Total liabilities | 1,878 | 1,705 | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 1 | 1 | |||
APIC | (640) | (653) | |||
Treasury stock | (89) | (87) | |||
Retained earnings | 713 | 399 | |||
AOCI | 25 | 30 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 1,240 | 936 | |||
Total liabilities and stockholders’ equity | 3,118 | 2,641 | |||
Reportable Legal Entities [Member] | CrossAmerica [Member] | |||||
Current assets: | |||||
Cash | 1 | 1 | 15 | 0 | |
Restricted cash | 0 | ||||
Receivables, net | 42 | 22 | |||
Inventories | 13 | 16 | |||
Prepaid Taxes | 1 | 1 | |||
Prepaid expenses and other | 8 | 10 | |||
Total current assets | 65 | 50 | |||
Property and equipment, at cost | 822 | 738 | |||
Accumulated depreciation | (96) | (47) | |||
Property and equipment, net | 726 | 691 | |||
Intangible assets, net | 321 | 340 | |||
Goodwill | 391 | 383 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 19 | 13 | |||
Total assets | 1,522 | ||||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 2 | 9 | |||
Accounts payable | 45 | 32 | |||
Accounts payable to Valero | 0 | 0 | |||
Accrued expenses | 16 | 16 | |||
Taxes other than income taxes | 12 | 10 | |||
Income taxes payable | 1 | ||||
Dividends payable | 0 | ||||
Total current liabilities | 75 | 68 | |||
Debt and capital lease obligations, less current portion | 465 | 404 | |||
Deferred income taxes | 52 | 54 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 28 | 23 | |||
Other long-term liabilities | 100 | 46 | |||
Total liabilities | 720 | 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 | 802 | 882 | |||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | 802 | 882 | |||
Total liabilities and stockholders’ equity | 1,522 | 1,477 | |||
CST Eliminations | |||||
Current assets: | |||||
Cash | 0 | 0 | 0 | 0 | |
Restricted cash | 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 | (2,759) | (1,939) | |||
Investments in CrossAmerica | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | 0 | ||||
Total assets | (2,759) | (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 | 1,835 | 1,394 | |||
Treasury stock | 0 | 0 | |||
Retained earnings | (924) | (545) | |||
AOCI | 0 | 0 | |||
Partners' Capital | 0 | ||||
Noncontrolling interest | 0 | 0 | |||
Total stockholders' equity | (2,759) | (1,939) | |||
Total liabilities and stockholders’ equity | (2,759) | (1,939) | |||
Eliminations [Member] | |||||
Current assets: | |||||
Cash | 0 | 0 | $ 0 | $ 0 | |
Restricted cash | 0 | ||||
Receivables, net | (15) | (4) | |||
Inventories | 0 | 0 | |||
Prepaid Taxes | 0 | 0 | |||
Prepaid expenses and other | 0 | 0 | |||
Total current assets | (15) | (4) | |||
Property and equipment, at cost | (2) | (1) | |||
Accumulated depreciation | 0 | 0 | |||
Property and equipment, net | (2) | (1) | |||
Intangible assets, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Investments in subsidiaries | 0 | 0 | |||
Investments in CrossAmerica | (262) | (271) | |||
Deferred income taxes | 0 | 0 | |||
Other assets, net | (1) | (2) | |||
Total assets | (280) | (278) | |||
Current liabilities: | |||||
Current portion of debt and capital lease obligations | 0 | 0 | |||
Accounts payable | (15) | (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 | (15) | (4) | |||
Debt and capital lease obligations, less current portion | (2) | (1) | |||
Deferred income taxes | 0 | 0 | |||
Intercompany payables (receivables) | 0 | 0 | |||
Asset retirement obligations | 0 | 0 | |||
Other long-term liabilities | 0 | 0 | |||
Total liabilities | (17) | (5) | |||
Commitments and contingencies | |||||
Shareholders’ equity: | |||||
Common stock | 0 | 0 | |||
APIC | 11 | 26 | |||
Treasury stock | 0 | 0 | |||
Retained earnings | 0 | 0 | |||
AOCI | 0 | 0 | |||
Partners' Capital | (802) | (882) | |||
Noncontrolling interest | 550 | 635 | |||
Total stockholders' equity | (263) | (273) | |||
Total liabilities and stockholders’ equity | (280) | (278) | |||
Acquisition-related Costs | Reportable Legal Entities [Member] | CrossAmerica [Member] | |||||
Current assets: | |||||
Property and equipment, net | 48 | 62 | |||
Intangible assets, net | 240 | 258 | |||
Goodwill | 302 | 302 | |||
Current liabilities: | |||||
Deferred income taxes | 9 | 11 | |||
Shareholders’ equity: | |||||
Noncontrolling interest | $ 581 | $ 612 |
Guarantor Subsidiaries - Con146
Guarantor Subsidiaries - Consolidating Income Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | $ (2,839) | $ (2,908) | $ (2,988) | $ (2,371) | $ (2,542) | $ (3,092) | $ (3,155) | $ (2,666) | $ (11,106) | $ (11,455) | $ (12,754) | ||||
Cost of sales | (9,666) | (10,061) | (11,481) | ||||||||||||
Gross profit | 343 | 390 | 370 | 337 | 340 | 429 | 318 | 307 | 1,440 | 1,394 | 1,273 | ||||
Income from CST Fuel Supply Equity | 0 | 0 | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | 839 | 752 | 687 | ||||||||||||
General and administrative expenses | 157 | 175 | 140 | ||||||||||||
Depreciation, amortization and accretion expense | 257 | 209 | 147 | ||||||||||||
Asset Impairments | 2 | 1 | 3 | ||||||||||||
Total operating expenses | 1,255 | 1,137 | 977 | ||||||||||||
Gain on the sale of assets, net | 351 | 10 | 32 | ||||||||||||
Operating (Loss) Income | 37 | 420 | 53 | 26 | 55 | 148 | 43 | 21 | 536 | 267 | 328 | ||||
Other income, net | 11 | 18 | 6 | ||||||||||||
Interest expense | (67) | (58) | (45) | ||||||||||||
Intercompany interest expense | 0 | ||||||||||||||
Equity in earnings from CrossAmerica | 0 | 0 | |||||||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||||||
Income (loss) before income tax expense | 480 | 227 | 289 | ||||||||||||
Income tax expense | 176 | 88 | 109 | ||||||||||||
Net income (loss) | $ 18 | $ 260 | $ 27 | $ 19 | $ 25 | $ 85 | $ 25 | $ 14 | 304 | 139 | 180 | ||||
Net income (loss) attributable to noncontrolling interest | 20 | 10 | 20 | ||||||||||||
Net income (loss) attributable to CST stockholders | 324 | 149 | 200 | ||||||||||||
Foreign currency translation adjustment | 5 | (107) | (56) | ||||||||||||
Comprehensive income (loss) | 309 | 32 | 124 | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 20 | 10 | 20 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | 329 | 42 | 144 | ||||||||||||
CrossAmerica [Member] | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Income from CST Fuel Supply Equity | 16 | 11 | |||||||||||||
Corporate, Non-Segment [Member] | Parent Company [Member] | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | 0 | 0 | 0 | ||||||||||||
Cost of sales | 0 | 0 | 0 | ||||||||||||
Gross profit | 0 | 0 | 0 | ||||||||||||
Income from CST Fuel Supply Equity | 0 | 0 | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | 0 | 0 | 0 | ||||||||||||
General and administrative expenses | 8 | 8 | 14 | ||||||||||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | ||||||||||||
Asset Impairments | 0 | 0 | 0 | ||||||||||||
Total operating expenses | 8 | 8 | 14 | ||||||||||||
Gain on the sale of assets, net | 0 | 0 | 0 | ||||||||||||
Operating (Loss) Income | (8) | (8) | (14) | ||||||||||||
Other income, net | 0 | 0 | 0 | ||||||||||||
Interest expense | (44) | (39) | (41) | ||||||||||||
Intercompany interest expense | 3 | ||||||||||||||
Equity in earnings from CrossAmerica | (4) | 0 | |||||||||||||
Equity in earnings of subsidiaries | 375 | 196 | 255 | ||||||||||||
Income (loss) before income tax expense | 322 | 149 | 200 | ||||||||||||
Income tax expense | (2) | 0 | 0 | ||||||||||||
Net income (loss) | 324 | 149 | 200 | ||||||||||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||||||
Net income (loss) attributable to CST stockholders | 324 | 149 | 200 | ||||||||||||
Foreign currency translation adjustment | 5 | (107) | (56) | ||||||||||||
Comprehensive income (loss) | 329 | 42 | 144 | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | 329 | 42 | 144 | ||||||||||||
Reportable Legal Entities [Member] | Guarantor Subsidiaries | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | (6,230) | (5,981) | (7,482) | ||||||||||||
Cost of sales | (5,312) | (5,122) | (6,638) | ||||||||||||
Gross profit | 918 | 859 | 844 | ||||||||||||
Income from CST Fuel Supply Equity | 0 | 0 | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | 578 | 482 | 438 | ||||||||||||
General and administrative expenses | 105 | 105 | 88 | ||||||||||||
Depreciation, amortization and accretion expense | 129 | 96 | 90 | ||||||||||||
Asset Impairments | 0 | 1 | 3 | ||||||||||||
Total operating expenses | 812 | 684 | 619 | ||||||||||||
Gain on the sale of assets, net | 347 | 7 | 32 | ||||||||||||
Operating (Loss) Income | 453 | 182 | 257 | ||||||||||||
Other income, net | 6 | 6 | 3 | ||||||||||||
Interest expense | 1 | 0 | 0 | ||||||||||||
Intercompany interest expense | 0 | ||||||||||||||
Equity in earnings from CrossAmerica | 0 | 0 | |||||||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||||||
Income (loss) before income tax expense | 460 | 188 | 260 | ||||||||||||
Income tax expense | 156 | 68 | 78 | ||||||||||||
Net income (loss) | 304 | 120 | 182 | ||||||||||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||||||
Net income (loss) attributable to CST stockholders | 304 | 120 | 182 | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) | 304 | 120 | 182 | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | 304 | 120 | 182 | ||||||||||||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | (3,162) | (3,394) | (4,702) | ||||||||||||
Cost of sales | (2,795) | (3,029) | (4,309) | ||||||||||||
Gross profit | 367 | 365 | 393 | ||||||||||||
Income from CST Fuel Supply Equity | 0 | 0 | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | 217 | 212 | 236 | ||||||||||||
General and administrative expenses | 20 | 21 | 20 | ||||||||||||
Depreciation, amortization and accretion expense | 42 | 39 | 38 | ||||||||||||
Asset Impairments | 0 | 0 | 0 | ||||||||||||
Total operating expenses | 279 | 272 | 294 | ||||||||||||
Gain on the sale of assets, net | 4 | 0 | 0 | ||||||||||||
Operating (Loss) Income | 92 | 93 | 99 | ||||||||||||
Other income, net | 7 | 13 | 3 | ||||||||||||
Interest expense | (1) | (1) | (1) | ||||||||||||
Intercompany interest expense | (3) | ||||||||||||||
Equity in earnings from CrossAmerica | 0 | 0 | |||||||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||||||
Income (loss) before income tax expense | 95 | 105 | 101 | ||||||||||||
Income tax expense | 24 | 29 | 28 | ||||||||||||
Net income (loss) | 71 | 76 | 73 | ||||||||||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||||||
Net income (loss) attributable to CST stockholders | 71 | 76 | 73 | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) | 71 | 76 | 73 | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | 71 | 76 | 73 | ||||||||||||
Reportable Legal Entities [Member] | CST Standalone [Member] | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | (9,392) | (9,375) | (12,184) | ||||||||||||
Cost of sales | (8,107) | (8,151) | (10,947) | ||||||||||||
Gross profit | 1,285 | 1,224 | 1,237 | ||||||||||||
Income from CST Fuel Supply Equity | 0 | 0 | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | 795 | 694 | 674 | ||||||||||||
General and administrative expenses | 133 | 134 | 122 | ||||||||||||
Depreciation, amortization and accretion expense | 171 | 135 | 128 | ||||||||||||
Asset Impairments | 0 | 1 | 3 | ||||||||||||
Total operating expenses | 1,099 | 964 | 927 | ||||||||||||
Gain on the sale of assets, net | $ 32 | 351 | 7 | 32 | |||||||||||
Operating (Loss) Income | 537 | 267 | 342 | ||||||||||||
Other income, net | 13 | 19 | 6 | ||||||||||||
Interest expense | (44) | (40) | (42) | ||||||||||||
Intercompany interest expense | 0 | ||||||||||||||
Equity in earnings from CrossAmerica | (4) | 0 | |||||||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||||||
Income (loss) before income tax expense | 502 | 246 | 306 | ||||||||||||
Income tax expense | 178 | 97 | 106 | ||||||||||||
Net income (loss) | 324 | 149 | 200 | ||||||||||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||||||
Net income (loss) attributable to CST stockholders | 324 | 149 | 200 | ||||||||||||
Foreign currency translation adjustment | 5 | (107) | (56) | ||||||||||||
Comprehensive income (loss) | 329 | 42 | 144 | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | 329 | 42 | 144 | ||||||||||||
Reportable Legal Entities [Member] | CrossAmerica [Member] | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | (1,870) | (2,225) | (583) | ||||||||||||
Cost of sales | (1,714) | (2,056) | (547) | ||||||||||||
Gross profit | 156 | 169 | 36 | ||||||||||||
Income from CST Fuel Supply Equity | 16 | 11 | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | 61 | 68 | 13 | ||||||||||||
General and administrative expenses | 24 | 41 | 18 | ||||||||||||
Depreciation, amortization and accretion expense | 86 | [1] | 74 | [2] | 19 | [2] | |||||||||
Asset Impairments | 2 | 0 | 0 | ||||||||||||
Total operating expenses | 173 | 183 | 50 | ||||||||||||
Gain on the sale of assets, net | 0 | 3 | 0 | ||||||||||||
Operating (Loss) Income | (1) | 0 | (14) | ||||||||||||
Other income, net | 1 | 0 | 0 | ||||||||||||
Interest expense | (23) | (18) | (3) | ||||||||||||
Intercompany interest expense | 0 | ||||||||||||||
Equity in earnings from CrossAmerica | 0 | 0 | |||||||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||||||
Income (loss) before income tax expense | (23) | (18) | (17) | ||||||||||||
Income tax expense | (2) | (9) | 3 | ||||||||||||
Net income (loss) | (21) | (9) | (20) | ||||||||||||
Net income (loss) attributable to noncontrolling interest | 17 | 9 | 0 | ||||||||||||
Net income (loss) attributable to CST stockholders | (4) | 0 | (20) | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) | (21) | (9) | (20) | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 17 | 9 | 20 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | (4) | 0 | 0 | ||||||||||||
CST Eliminations | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | 0 | 0 | 0 | ||||||||||||
Cost of sales | 0 | 0 | 0 | ||||||||||||
Gross profit | 0 | 0 | 0 | ||||||||||||
Income from CST Fuel Supply Equity | 0 | 0 | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | 0 | 0 | 0 | ||||||||||||
General and administrative expenses | 0 | 0 | 0 | ||||||||||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | ||||||||||||
Asset Impairments | 0 | 0 | 0 | ||||||||||||
Total operating expenses | 0 | 0 | 0 | ||||||||||||
Gain on the sale of assets, net | 0 | 0 | 0 | ||||||||||||
Operating (Loss) Income | 0 | 0 | 0 | ||||||||||||
Other income, net | 0 | 0 | 0 | ||||||||||||
Interest expense | 0 | 0 | 0 | ||||||||||||
Intercompany interest expense | 0 | ||||||||||||||
Equity in earnings from CrossAmerica | 0 | 0 | |||||||||||||
Equity in earnings of subsidiaries | (375) | (196) | (255) | ||||||||||||
Income (loss) before income tax expense | (375) | (196) | (255) | ||||||||||||
Income tax expense | 0 | 0 | 0 | ||||||||||||
Net income (loss) | (375) | (196) | (255) | ||||||||||||
Net income (loss) attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||||||
Net income (loss) attributable to CST stockholders | (375) | (196) | (255) | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) | (375) | (196) | (255) | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | (375) | (196) | (255) | ||||||||||||
Eliminations [Member] | |||||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||||
Operating revenues | 156 | 145 | 13 | ||||||||||||
Cost of sales | 155 | 146 | 13 | ||||||||||||
Gross profit | (1) | 1 | 0 | ||||||||||||
Income from CST Fuel Supply Equity | (16) | (11) | |||||||||||||
Operating expenses: | |||||||||||||||
Operating expenses | (17) | (10) | 0 | ||||||||||||
General and administrative expenses | 0 | 0 | 0 | ||||||||||||
Depreciation, amortization and accretion expense | 0 | 0 | 0 | ||||||||||||
Asset Impairments | 0 | 0 | 0 | ||||||||||||
Total operating expenses | (17) | (10) | 0 | ||||||||||||
Gain on the sale of assets, net | 0 | 0 | 0 | ||||||||||||
Operating (Loss) Income | 0 | 0 | 0 | ||||||||||||
Other income, net | (3) | (1) | 0 | ||||||||||||
Interest expense | 0 | 0 | 0 | ||||||||||||
Intercompany interest expense | 0 | ||||||||||||||
Equity in earnings from CrossAmerica | 4 | 0 | |||||||||||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | ||||||||||||
Income (loss) before income tax expense | 1 | (1) | 0 | ||||||||||||
Income tax expense | 0 | 0 | |||||||||||||
Net income (loss) | 1 | (1) | 0 | ||||||||||||
Net income (loss) attributable to noncontrolling interest | 3 | 1 | 20 | ||||||||||||
Net income (loss) attributable to CST stockholders | 4 | 0 | 20 | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | ||||||||||||
Comprehensive income (loss) | 1 | (1) | 0 | ||||||||||||
Comprehensive loss attributable to noncontrolling interests | 3 | 1 | 0 | ||||||||||||
Comprehensive income (loss) attributable to CST stockholders | 4 | 0 | 0 | ||||||||||||
Fair Value Adjustments | CrossAmerica [Member] | |||||||||||||||
Operating expenses: | |||||||||||||||
Depreciation, amortization and accretion expense | $ 32 | $ 26 | $ 7 | ||||||||||||
[1] | Depreciation, amortization and accretion expense for CrossAmerica includes $32 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 $26 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. |
Guarantor Subsidiaries - Con147
Guarantor Subsidiaries - Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | Jul. 16, 2015 | Jun. 19, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | $ 5 | $ (107) | $ (56) | |||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | 287 | 362 | 355 | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | (370) | (352) | (285) | |||||||
Proceeds from sale of California and Wyoming stores | 408 | 0 | 0 | |||||||
Proceeds from California and Wyoming sale restricted for use | (22) | 0 | 0 | |||||||
Proceeds from the sale of assets | 5 | 13 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | (438) | (22) | (41) | |||||||
CrossAmerica acquisitions, net of cash acquired | (94) | (168) | (45) | |||||||
Proceeds from Sale of Property Held-for-sale | 5 | 13 | 58 | |||||||
Partners' Capital Account, Return of Capital | 0 | |||||||||
CST refund payment to CrossAmerica | 0 | |||||||||
Cash received from sale of dealer contracts | 0 | |||||||||
Cash received from sale of CST Fuel Supply | 0 | 0 | ||||||||
Cash received from drop down of NTI to CrossAmerica | 0 | |||||||||
IDR Income | 0 | |||||||||
Other investing activities, net | 3 | 4 | 1 | |||||||
Net cash used in investing activities | (508) | (525) | (312) | |||||||
Proceeds from Issuance of Long-term Debt | 0 | 0 | 55 | |||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | 0 | (20) | 0 | |||||||
Proceeds under the CrossAmerica revolving credit facility | (215) | (369) | 0 | |||||||
Payments on the CrossAmerica revolving credit facility | (132) | (211) | 0 | |||||||
Proceeds under the CST revolving credit facility | $ 184 | 532 | 135 | 0 | ||||||
Payments on the CST revolving credit facility | (442) | (75) | 0 | |||||||
Gain (Loss) on Disposition of Assets | 25 | 0 | 0 | |||||||
Debt issuance cost | (2) | |||||||||
Repayment of intercompany payable | 0 | |||||||||
Intercompany loan | 0 | 0 | ||||||||
Payments on the CST term loan facility | (69) | (47) | (34) | |||||||
Proceeds from (Repayments of) Notes Payable | 0 | |||||||||
Repurchase of common shares and units | (3) | 0 | 0 | |||||||
Proceeds from issuance of CrossAmerica common units, net | $ 6 | $ 139 | 0 | 145 | 0 | |||||
Purchases of treasury shares | 0 | (69) | (22) | |||||||
Payments of Debt Issuance Costs | 1 | 0 | 2 | |||||||
Payments of capital lease obligations | (5) | (4) | (2) | |||||||
Distributions from CrossAmerica | 0 | 0 | ||||||||
Dividends paid | (15) | (19) | (19) | |||||||
Distributions paid | $ (21) | $ (20) | $ (20) | $ (20) | (64) | (55) | (12) | |||
Receivables repaid by CrossAmerica related parties | 0 | 2 | 0 | |||||||
Intercompany funding | 0 | 0 | 0 | |||||||
Net cash provided by (used in) financing activities | 40 | 151 | (36) | |||||||
Effect of foreign currency translation changes on cash | (4) | 42 | 17 | |||||||
Net increase (decrease) in cash | (177) | (54) | (10) | |||||||
Cash at beginning of year | 314 | 314 | 368 | 378 | ||||||
Cash at end of period | 137 | 314 | 137 | 314 | 368 | |||||
Corporate, Non-Segment [Member] | Parent Company [Member] | ||||||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | (52) | (24) | (50) | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | 0 | 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 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
CrossAmerica acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
Proceeds from Sale of Property Held-for-sale | 0 | |||||||||
Partners' Capital Account, Return of Capital | 342 | |||||||||
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 | |||||||||
IDR Income | 0 | |||||||||
Other investing activities, net | 0 | 0 | 0 | |||||||
Net cash used in investing activities | 0 | 342 | 0 | |||||||
Proceeds from Issuance of Long-term Debt | 0 | |||||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | 0 | |||||||||
Proceeds under the CrossAmerica revolving credit facility | 0 | 0 | ||||||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | ||||||||
Proceeds under the CST revolving credit facility | 532 | 135 | ||||||||
Payments on the CST revolving credit facility | (442) | (75) | ||||||||
Gain (Loss) on Disposition of Assets | 0 | |||||||||
Debt issuance cost | (1) | |||||||||
Repayment of intercompany payable | 0 | |||||||||
Intercompany loan | 235 | 0 | ||||||||
Payments on the CST term loan facility | (69) | (47) | (34) | |||||||
Proceeds from (Repayments of) Notes Payable | 0 | |||||||||
Repurchase of common shares and units | 0 | |||||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | |||||||||
Purchases of treasury shares | (65) | (22) | ||||||||
Payments of Debt Issuance Costs | 2 | |||||||||
Payments of capital lease obligations | 0 | 0 | 0 | |||||||
Distributions from CrossAmerica | 0 | 0 | ||||||||
Dividends paid | (15) | (19) | (19) | |||||||
Distributions paid | 0 | 0 | 0 | |||||||
Receivables repaid by CrossAmerica related parties | 0 | |||||||||
Intercompany funding | (188) | (247) | 127 | |||||||
Net cash provided by (used in) financing activities | 52 | (318) | 50 | |||||||
Effect of foreign currency translation changes on cash | 0 | 0 | 0 | |||||||
Net increase (decrease) in cash | 0 | 0 | 0 | |||||||
Cash at beginning of year | 0 | 0 | 0 | 0 | ||||||
Cash at end of period | 0 | 0 | 0 | 0 | 0 | |||||
Reportable Legal Entities [Member] | Guarantor Subsidiaries | ||||||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | 189 | 192 | 247 | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | (300) | (278) | (223) | |||||||
Proceeds from sale of California and Wyoming stores | 408 | |||||||||
Proceeds from California and Wyoming sale restricted for use | (22) | |||||||||
Proceeds from the sale of assets | 0 | 4 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | (438) | (22) | (41) | |||||||
CrossAmerica acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
Proceeds from Sale of Property Held-for-sale | 58 | |||||||||
Partners' Capital Account, Return of Capital | 0 | |||||||||
CST refund payment to CrossAmerica | 18 | |||||||||
Cash received from sale of dealer contracts | (3) | |||||||||
Cash received from sale of CST Fuel Supply | 18 | |||||||||
Cash received from drop down of NTI to CrossAmerica | 124 | |||||||||
IDR Income | 1 | |||||||||
Other investing activities, net | 4 | 5 | 3 | |||||||
Net cash used in investing activities | (363) | (148) | (203) | |||||||
Proceeds from Issuance of Long-term Debt | 0 | |||||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | (20) | |||||||||
Proceeds 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 | 0 | ||||||||
Gain (Loss) on Disposition of Assets | 0 | |||||||||
Debt issuance cost | 0 | |||||||||
Repayment of intercompany payable | 0 | |||||||||
Intercompany loan | 0 | (360) | ||||||||
Payments on the CST term loan facility | 0 | 0 | 0 | |||||||
Proceeds from (Repayments of) Notes Payable | 0 | |||||||||
Repurchase of common shares and units | 0 | |||||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | |||||||||
Purchases of treasury shares | 0 | 0 | ||||||||
Payments of Debt Issuance Costs | 0 | |||||||||
Payments of capital lease obligations | (2) | (1) | 0 | |||||||
Distributions from CrossAmerica | 16 | 9 | ||||||||
Dividends paid | 0 | 0 | 0 | |||||||
Distributions paid | 0 | 0 | 0 | |||||||
Receivables repaid by CrossAmerica related parties | 0 | |||||||||
Intercompany funding | 188 | 246 | (127) | |||||||
Net cash provided by (used in) financing activities | 202 | (126) | (127) | |||||||
Effect of foreign currency translation changes on cash | 0 | 0 | 0 | |||||||
Net increase (decrease) in cash | 28 | (82) | (83) | |||||||
Cash at beginning of year | 66 | 66 | 148 | 231 | ||||||
Cash at end of period | 94 | 66 | 94 | 66 | 148 | |||||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries | ||||||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | 74 | 148 | 138 | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | (49) | (63) | (59) | |||||||
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 | 3 | 3 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
CrossAmerica acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
Proceeds from Sale of Property Held-for-sale | 0 | |||||||||
Partners' Capital Account, Return of Capital | 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 | |||||||||
IDR Income | 0 | |||||||||
Other investing activities, net | (2) | (4) | (4) | |||||||
Net cash used in investing activities | (48) | (64) | (63) | |||||||
Proceeds from Issuance of Long-term Debt | 0 | |||||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | 0 | |||||||||
Proceeds 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 | 0 | ||||||||
Gain (Loss) on Disposition of Assets | 0 | |||||||||
Debt issuance cost | 0 | |||||||||
Repayment of intercompany payable | (235) | |||||||||
Intercompany loan | 0 | 0 | ||||||||
Payments on the CST term loan facility | 0 | 0 | 0 | |||||||
Proceeds from (Repayments of) Notes Payable | 360 | |||||||||
Repurchase of common shares and units | 0 | |||||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | |||||||||
Purchases of treasury shares | 0 | 0 | ||||||||
Payments of Debt Issuance Costs | 0 | |||||||||
Payments of capital lease obligations | 0 | 0 | 0 | |||||||
Distributions from CrossAmerica | 0 | 0 | ||||||||
Dividends paid | 0 | (360) | 0 | |||||||
Distributions paid | 0 | 0 | 0 | |||||||
Receivables repaid by CrossAmerica related parties | 0 | |||||||||
Intercompany funding | 0 | 0 | 0 | |||||||
Net cash provided by (used in) financing activities | (235) | 0 | 0 | |||||||
Effect of foreign currency translation changes on cash | (4) | 42 | 17 | |||||||
Net increase (decrease) in cash | (205) | 42 | 58 | |||||||
Cash at beginning of year | 247 | 247 | 205 | 147 | ||||||
Cash at end of period | 42 | 247 | 42 | 247 | 205 | |||||
Reportable Legal Entities [Member] | CST Standalone [Member] | ||||||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | 211 | 298 | 335 | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | (349) | (341) | (282) | |||||||
Proceeds from sale of California and Wyoming stores | 408 | |||||||||
Proceeds from California and Wyoming sale restricted for use | (22) | |||||||||
Proceeds from the sale of assets | 3 | 7 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | (438) | (22) | (41) | |||||||
CrossAmerica acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
Proceeds from Sale of Property Held-for-sale | 58 | |||||||||
Partners' Capital Account, Return of Capital | 0 | |||||||||
CST refund payment to CrossAmerica | 18 | |||||||||
Cash received from sale of dealer contracts | (3) | |||||||||
Cash received from sale of CST Fuel Supply | 18 | |||||||||
Cash received from drop down of NTI to CrossAmerica | 124 | |||||||||
IDR Income | 1 | |||||||||
Other investing activities, net | 2 | 1 | (1) | |||||||
Net cash used in investing activities | (411) | (212) | (266) | |||||||
Proceeds from Issuance of Long-term Debt | 0 | |||||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | (20) | |||||||||
Proceeds under the CrossAmerica revolving credit facility | 0 | 0 | ||||||||
Payments on the CrossAmerica revolving credit facility | 0 | 0 | ||||||||
Proceeds under the CST revolving credit facility | 532 | 135 | ||||||||
Payments on the CST revolving credit facility | (442) | (75) | ||||||||
Gain (Loss) on Disposition of Assets | 0 | |||||||||
Debt issuance cost | (1) | |||||||||
Repayment of intercompany payable | 0 | |||||||||
Intercompany loan | 0 | 0 | ||||||||
Payments on the CST term loan facility | (69) | (47) | (34) | |||||||
Proceeds from (Repayments of) Notes Payable | 0 | |||||||||
Repurchase of common shares and units | 0 | |||||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | |||||||||
Purchases of treasury shares | (65) | (22) | ||||||||
Payments of Debt Issuance Costs | 2 | |||||||||
Payments of capital lease obligations | (2) | (1) | 0 | |||||||
Distributions from CrossAmerica | 16 | 9 | ||||||||
Dividends paid | (15) | (19) | (19) | |||||||
Distributions paid | 0 | 0 | 0 | |||||||
Receivables repaid by CrossAmerica related parties | 0 | |||||||||
Intercompany funding | 0 | (1) | 0 | |||||||
Net cash provided by (used in) financing activities | 19 | (84) | (77) | |||||||
Effect of foreign currency translation changes on cash | (4) | 42 | 17 | |||||||
Net increase (decrease) in cash | (177) | (40) | (25) | |||||||
Cash at beginning of year | 313 | 313 | 353 | 378 | ||||||
Cash at end of period | 136 | 313 | 136 | 313 | 353 | |||||
CST Eliminations | ||||||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | 0 | (18) | 0 | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | 0 | 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 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
CrossAmerica acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
Proceeds from Sale of Property Held-for-sale | 0 | |||||||||
Partners' Capital Account, Return of Capital | (342) | |||||||||
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 | |||||||||
IDR Income | 0 | |||||||||
Other investing activities, net | 0 | 0 | 0 | |||||||
Net cash used in investing activities | 0 | (342) | 0 | |||||||
Proceeds from Issuance of Long-term Debt | 0 | |||||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | 0 | |||||||||
Proceeds 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 | 0 | ||||||||
Gain (Loss) on Disposition of Assets | 0 | |||||||||
Debt issuance cost | 0 | |||||||||
Repayment of intercompany payable | 235 | |||||||||
Intercompany loan | (235) | 360 | ||||||||
Payments on the CST term loan facility | 0 | 0 | 0 | |||||||
Proceeds from (Repayments of) Notes Payable | (360) | |||||||||
Repurchase of common shares and units | 0 | |||||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | |||||||||
Purchases of treasury shares | 0 | 0 | ||||||||
Payments of Debt Issuance Costs | 0 | |||||||||
Payments of capital lease obligations | 0 | 0 | 0 | |||||||
Distributions from CrossAmerica | 0 | 0 | ||||||||
Dividends paid | 0 | 360 | 0 | |||||||
Distributions paid | 0 | 0 | 0 | |||||||
Receivables repaid by CrossAmerica related parties | 0 | |||||||||
Intercompany funding | 0 | 0 | 0 | |||||||
Net cash provided by (used in) financing activities | 0 | 360 | 0 | |||||||
Effect of foreign currency translation changes on cash | 0 | 0 | 0 | |||||||
Net increase (decrease) in cash | 0 | 0 | 0 | |||||||
Cash at beginning of year | 0 | 0 | 0 | 0 | ||||||
Cash at end of period | 0 | 0 | 0 | 0 | 0 | |||||
Eliminations [Member] | ||||||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | (3) | (2) | 0 | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | 0 | 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 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
CrossAmerica acquisitions, net of cash acquired | 0 | 142 | 0 | |||||||
Proceeds from Sale of Property Held-for-sale | 0 | |||||||||
Partners' Capital Account, Return of Capital | 0 | |||||||||
CST refund payment to CrossAmerica | 0 | |||||||||
Cash received from sale of dealer contracts | 0 | |||||||||
Cash received from sale of CST Fuel Supply | (18) | |||||||||
Cash received from drop down of NTI to CrossAmerica | (124) | |||||||||
IDR Income | (1) | |||||||||
Other investing activities, net | 0 | 0 | 0 | |||||||
Net cash used in investing activities | 0 | (1) | 0 | |||||||
Proceeds from Issuance of Long-term Debt | 0 | |||||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | 0 | |||||||||
Proceeds 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 | 0 | ||||||||
Gain (Loss) on Disposition of Assets | 0 | |||||||||
Debt issuance cost | 0 | |||||||||
Repayment of intercompany payable | 0 | |||||||||
Intercompany loan | 0 | 0 | ||||||||
Payments on the CST term loan facility | 0 | 0 | 0 | |||||||
Proceeds from (Repayments of) Notes Payable | 0 | |||||||||
Repurchase of common shares and units | 0 | |||||||||
Proceeds from issuance of CrossAmerica common units, net | 0 | |||||||||
Purchases of treasury shares | 0 | 0 | ||||||||
Payments of Debt Issuance Costs | 0 | |||||||||
Payments of capital lease obligations | 0 | 0 | 0 | |||||||
Distributions from CrossAmerica | (16) | (9) | ||||||||
Dividends paid | 0 | 0 | 0 | |||||||
Distributions paid | 19 | 11 | 0 | |||||||
Receivables repaid by CrossAmerica related parties | 0 | |||||||||
Intercompany funding | 0 | 1 | 0 | |||||||
Net cash provided by (used in) financing activities | 3 | 3 | 0 | |||||||
Effect of foreign currency translation changes on cash | 0 | 0 | 0 | |||||||
Net increase (decrease) in cash | 0 | 0 | 0 | |||||||
Cash at beginning of year | 0 | 0 | 0 | 0 | ||||||
Cash at end of period | 0 | 0 | 0 | 0 | 0 | |||||
CrossAmerica [Member] | ||||||||||
Cash flows from investing activities: | ||||||||||
Partners' Capital Account, Return of Capital | 18 | |||||||||
IDR Income | 3 | 1 | ||||||||
Cash flows from financing activities: | ||||||||||
Distributions paid | (16) | (8) | ||||||||
Cash at beginning of year | 1 | 1 | ||||||||
Cash at end of period | 1 | 1 | 1 | 1 | ||||||
CrossAmerica [Member] | Reportable Legal Entities [Member] | ||||||||||
Cash flows from operating activities: | ||||||||||
Net cash (used in) provided by operating activities | 79 | 66 | 20 | |||||||
Cash flows from investing activities: | ||||||||||
Capital expenditures | (21) | (11) | (3) | |||||||
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 | 2 | 6 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions | 0 | |||||||||
CST acquisitions, net of cash acquired | 0 | 0 | 0 | |||||||
CrossAmerica acquisitions, net of cash acquired | (94) | (310) | (45) | |||||||
Proceeds from Sale of Property Held-for-sale | 0 | |||||||||
Partners' Capital Account, Return of Capital | 0 | |||||||||
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 | |||||||||
IDR Income | 0 | |||||||||
Other investing activities, net | 1 | 3 | 2 | |||||||
Net cash used in investing activities | (97) | (312) | (46) | |||||||
Proceeds from Issuance of Long-term Debt | 55 | |||||||||
Cash flows from financing activities: | ||||||||||
Purchase of CrossAmerica common units | 0 | |||||||||
Proceeds under the CrossAmerica revolving credit facility | (215) | (369) | ||||||||
Payments on the CrossAmerica revolving credit facility | (132) | (211) | ||||||||
Proceeds under the CST revolving credit facility | 0 | 0 | ||||||||
Payments on the CST revolving credit facility | 0 | 0 | ||||||||
Gain (Loss) on Disposition of Assets | 25 | |||||||||
Debt issuance cost | (1) | |||||||||
Repayment of intercompany payable | 0 | |||||||||
Intercompany loan | 0 | 0 | ||||||||
Payments on the CST term loan facility | 0 | 0 | 0 | |||||||
Proceeds from (Repayments of) Notes Payable | 0 | |||||||||
Repurchase of common shares and units | (3) | |||||||||
Proceeds from issuance of CrossAmerica common units, net | 145 | |||||||||
Purchases of treasury shares | (4) | 0 | ||||||||
Payments of Debt Issuance Costs | 0 | |||||||||
Payments of capital lease obligations | (3) | (3) | (2) | |||||||
Distributions from CrossAmerica | 0 | 0 | ||||||||
Dividends paid | 0 | 0 | 0 | |||||||
Distributions paid | (83) | (66) | (12) | |||||||
Receivables repaid by CrossAmerica related parties | 2 | |||||||||
Intercompany funding | 0 | 0 | 0 | |||||||
Net cash provided by (used in) financing activities | 18 | 232 | 41 | |||||||
Effect of foreign currency translation changes on cash | 0 | 0 | 0 | |||||||
Net increase (decrease) in cash | 0 | (14) | 15 | |||||||
Cash at beginning of year | $ 1 | 1 | 15 | 0 | ||||||
Cash at end of period | $ 1 | $ 1 | $ 1 | $ 1 | $ 15 |
Uncategorized Items - cst-20161
Label | Element | Value |
Noncontrolling Interest [Member] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | us-gaap_MinorityInterest | $ 550,000,000 |
Common Stock [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 1,000,000 |
Treasury Stock [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | (89,000,000) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 629,000,000 |
Retained Earnings [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | 713,000,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | (25,000,000) |
CST Standalone [Member] | ||
Stockholders' Equity Attributable to Parent | us-gaap_StockholdersEquity | $ 1,229,000,000 |