DEI Information Document
DEI Information Document - shares | 3 Months Ended | |
Mar. 31, 2017 | May 04, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CST Brands, Inc. | |
Entity Central Index Key | 1,562,039 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 75,924,747 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash (CrossAmerica: $6 and $1, respectively) | $ 182 | $ 137 |
Restricted cash | 22 | 22 |
Accounts receivables, net of allowances of $1 and $1, at March 31, 2017 and December 31, 2016, respectively (CrossAmerica: $31 and $37, respectively) | 174 | 195 |
Inventories (CrossAmerica: $13 and $13, respectively) | 235 | 250 |
Prepaid Taxes (CrossAmerica: $1 and $1, respectively) | 7 | 3 |
Prepaid expenses and other (CrossAmerica: $6 and $8, respectively) | 22 | 20 |
Total current assets | 642 | 627 |
Property and equipment, at cost (CrossAmerica: $826 and $822, respectively) | 3,579 | 3,565 |
Accumulated depreciation (CrossAmerica: $110 and $96, respectively) | (973) | (923) |
Property and equipment, net (CrossAmerica: $716 and $726, respectively) | 2,606 | 2,642 |
Intangible assets, net (CrossAmerica: $312 and $321, respectively) | 347 | 357 |
Goodwill (CrossAmerica: $391 and $391, respectively) | 619 | 619 |
Deferred income taxes | 62 | 62 |
Other assets, net (CrossAmerica: $19 and $18, respectively) | 33 | 53 |
Total assets | 4,309 | 4,360 |
Current liabilities: | ||
Current portion of debt and capital lease obligations (CrossAmerica: $2 and $2, respectively) | 78 | 78 |
Accounts payable (CrossAmerica: $32 and $35, respectively) | 182 | 223 |
Accounts payable to Valero | 174 | 181 |
Accrued expenses (CrossAmerica: $15 and $16, respectively) | 73 | 70 |
Taxes other than income taxes (CrossAmerica: $13 and $12, respectively) | 53 | 61 |
Income taxes payable | 1 | 2 |
Total current liabilities | 561 | 615 |
Debt and capital lease obligations, less current portion (CrossAmerica: $473 and $465, respectively) | 1,463 | 1,427 |
Deferred income taxes (CrossAmerica: $48 and $52, respectively) | 252 | 274 |
Asset retirement obligations (CrossAmerica: $28 and $28, respectively) | 131 | 129 |
Other long-term liabilities (CrossAmerica: $100 and $100, respectively) | 132 | 136 |
Total liabilities | 2,539 | 2,581 |
Commitments and contingencies (Note 7) | ||
CST Brands, Inc. stockholders’ equity: | ||
Common stock, 250,000,000 shares authorized at $0.01 par value; 78,129,071 and 77,935,731 shares issued as of March 31, 2017 and December 31, 2016, respectively | 1 | 1 |
Additional paid-in capital (APIC) | 639 | 629 |
Treasury stock, at cost: 2,208,436 and 2,186,617 common shares as of March 31, 2017 and December 31, 2016, respectively | (91) | (89) |
Retained earnings | 716 | 713 |
Accumulated other comprehensive income (loss) (AOCI) | (21) | (25) |
Total CST Brands, Inc. stockholders’ equity | 1,244 | 1,229 |
Noncontrolling interest | 526 | 550 |
Total stockholders' equity | 1,770 | 1,779 |
Total liabilities and stockholders’ equity | $ 4,309 | $ 4,360 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
AR Allowance | $ 1 | $ 1 |
Shares Authorized | 250,000,000 | 250,000,000 |
Par Value | $ 0.01 | $ 0.01 |
Shares Issued | (78,129,071) | (77,935,731) |
Treasury shares | 2,208,436 | 2,186,617 |
Consolidated Balance Sheet (Cro
Consolidated Balance Sheet (CrossAmerica Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash | $ 182 | $ 137 | $ 167 | $ 314 |
Receivables, net of allowances of $1 | (174) | (195) | ||
Inventories | 235 | 250 | ||
Prepaid taxes | 7 | 3 | ||
Prepaid expenses and other | 22 | 20 | ||
Total current assets | 642 | 627 | ||
Property and equipment, at cost | 3,579 | 3,565 | ||
Accumulated depreciation | (973) | (923) | ||
Property and equipment, net | 2,606 | 2,642 | ||
Intangible assets | (347) | (357) | ||
Goodwill | 619 | 619 | ||
Other assets, net | 33 | 53 | ||
Total assets | 4,309 | 4,360 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 78 | 78 | ||
Accounts payable | 182 | 223 | ||
Accrued expenses | 73 | 70 | ||
Taxes other than income taxes | 53 | 61 | ||
Income taxes payable | 1 | 2 | ||
Total current liabilities | 561 | 615 | ||
Debt and capital lease obligations, less current portion | 1,463 | 1,427 | ||
Deferred income taxes | 252 | 274 | ||
Asset retirement obligations | 131 | 129 | ||
Other long-term liabilities | 132 | 136 | ||
Total liabilities | 2,539 | 2,581 | ||
Commitments and contingencies | ||||
Partners' Capital | 0 | 0 | ||
Total liabilities and stockholders’ equity | 4,309 | 4,360 | ||
CrossAmerica [Member] | ||||
Current assets: | ||||
Cash | 6 | 1 | ||
Receivables, net of allowances of $1 | (31) | (37) | ||
Inventories | 13 | 13 | ||
Prepaid taxes | 1 | 1 | ||
Prepaid expenses and other | 6 | 8 | ||
Total current assets | 57 | 60 | ||
Property and equipment, at cost | 826 | 822 | ||
Accumulated depreciation | (110) | (96) | ||
Property and equipment, net | 716 | 726 | ||
Intangible assets | (312) | (321) | ||
Goodwill | 391 | 391 | ||
Other assets, net | 19 | 18 | ||
Total assets | 1,495 | 1,516 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 2 | 2 | ||
Accounts payable | 32 | 35 | ||
Accrued expenses | 15 | 16 | ||
Taxes other than income taxes | 13 | 12 | ||
Income taxes payable | 0 | |||
Total current liabilities | 62 | 65 | ||
Debt and capital lease obligations, less current portion | 473 | 465 | ||
Deferred income taxes | 48 | 52 | ||
Asset retirement obligations | 28 | 28 | ||
Other long-term liabilities | 100 | 100 | ||
Total liabilities | 711 | 710 | ||
Partners' Capital | 784 | 806 | ||
Total liabilities and stockholders’ equity | $ 1,495 | $ 1,516 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Operating revenues(a) | $ 2,796 | $ 2,371 |
Cost of sales(b) | 2,463 | 2,034 |
Gross profit | 333 | 337 |
Operating expenses: | ||
Operating expenses | 207 | 204 |
General and administrative expenses | 50 | 46 |
Depreciation, amortization and accretion expense | 64 | 61 |
Total operating expenses | 321 | 311 |
Operating Income | 12 | 26 |
Other income, net | 2 | 10 |
Interest expense | (18) | (15) |
Income (loss) before income tax expense | (4) | 21 |
Income tax expense (benefit) | (1) | 9 |
Consolidated net income (loss) | (3) | 12 |
Net loss attributable to noncontrolling interest | 6 | 7 |
Net income attributable to CST stockholders | $ 3 | $ 19 |
Earnings per common share | ||
Basic earnings per common share | $ 0.04 | $ 0.24 |
Weighted-average common shares outstanding (in thousands) | 75,813 | 75,498 |
Earnings per common share – assuming dilution | ||
Diluted earnings per common share | $ 0.04 | $ 0.24 |
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,468 | 75,965 |
Dividends per common share | $ 0 | $ 0.0625 |
Supplemental information: | ||
(a) Includes excise taxes of: | $ 482 | $ 549 |
(a) Includes revenues from fuel sales to related parties of: | 54 | 50 |
(a) Includes income from rentals of: | 17 | 15 |
(b) Includes expenses from fuel sales to related parties of: | 53 | 48 |
(b) Includes expenses from rentals of: | $ 5 | $ 5 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated net income | $ (3) | $ 12 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 4 | 15 |
Other comprehensive income (loss) before income taxes | 4 | 15 |
Income taxes related to items of other comprehensive income | 0 | 0 |
Other comprehensive income (loss) | 4 | 15 |
Comprehensive income | 1 | 27 |
Loss attributable to noncontrolling interests | (6) | (7) |
Comprehensive income attributable to CST stockholders | $ 7 | $ 34 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Consolidated net income (loss) | $ (3) | $ 12 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation expense | 8 | 6 |
Depreciation, amortization and accretion expense | 64 | 61 |
Deferred income tax (benefit) | (3) | (1) |
Changes in working capital, net of acquisitions | 3 | 10 |
Net cash provided by operating activities | 69 | 88 |
Cash flows from investing activities: | ||
Capital expenditures | (43) | (66) |
Proceeds from the sale of assets | 2 | 0 |
CST acquisitions, net of cash acquired | 0 | (448) |
CrossAmerica acquisitions, net of cash acquired | 0 | (53) |
Net cash used in investing activities | (41) | (567) |
Cash flows from financing activities: | ||
Borrowings under the CST revolving credit facility | 65 | 367 |
Payments on the CST revolving credit facility | (20) | (55) |
Payments on the CST term loan facility | (19) | (13) |
CST debt issuance cost | 0 | (1) |
Borrowings under the CrossAmerica revolving credit facility | 31 | 91 |
Payments on the CrossAmerica revolving credit facility | (24) | (26) |
CrossAmerica repurchases of common units | 0 | (3) |
Payments of capital lease obligations | 0 | (1) |
CST dividends paid | 0 | (5) |
CrossAmerica distributions paid | (16) | (16) |
Net cash provided by financing activities | 17 | 338 |
Effect of foreign currency translation changes on cash | 0 | (6) |
Net increase (decrease) in cash | 45 | (147) |
Cash at beginning of period | (137) | (314) |
Cash at end of period | $ 182 | $ 167 |
Definition of Terms, Descriptio
Definition of Terms, Description of Business and Other Disclosures (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
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 Merger Agreement provides for interim operating covenants as set forth therein, which limit certain activities and operations of CST. Earlier this year, both CST and Couche-Tard certified substantive compliance with the second request received from the FTC in late 2016. CST and Couche-Tard have been continuing to work cooperatively with regulators in their review of the merger and, based on what we consider to be the substantial progress made to date, while there can be no assurances as to timing, we continue to expect that we will complete the merger on or before June 30, 2017. Description of Business and Current Developments CST is a holding company and conducts substantially all of its operations through its subsidiaries. CST was incorporated in Delaware in 2012, formed solely in contemplation of the Spin-off and, prior to May 1, 2013, had not commenced operations and had no material assets, liabilities or commitments. CST owns 100% of the equity interests of the sole member of the General Partner, 100% of the IDRs and 20.2% (as of March 31, 2017 ) of the outstanding limited partner units of CrossAmerica. CrossAmerica is a separate publicly traded Delaware limited partnership. CST controls the 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 consolidate CrossAmerica. Interim Financial Information These unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2016, has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. Our business exhibits substantial seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes and operating income have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. Our effective income tax rates for the three months ended March 31, 2017 and 2016 were 36% and 43% , respectively. The effective tax rate for 2016 was higher as a result of our consolidation of CrossAmerica, which incurred a loss that was not fully tax deductible. As a limited partnership, CrossAmerica is not subject to Federal and State income tax with the exception of its operations in certain tax paying corporate subsidiaries. CST’s effective tax rate, excluding CrossAmerica, was 37% , which includes Federal and State income tax expense. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. Significant Accounting Policies There have been no material changes to our significant accounting policies. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09– Revenue from Contracts with Customers (Topic 606) , which results in comprehensive new revenue accounting guidance, requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized, and develops a common revenue standard under U.S. GAAP and International Financial Reporting Standards. Specifically, the core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. With the issuance of ASU 2015-14, which deferred the effective date by one year, this guidance is effective January 1, 2018. 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. There was no material impact to our financial statements as a result of the application of this standard. In October 2016, the FASB issued ASU 2016-16– Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This standard requires companies to account for income tax effects of intercompany transactions other than inventory in the period in which the transfer occurs. This guidance is effective January 1, 2018 and requires a modified retrospective application through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We have chosen to early adopt the standard effective January 1, 2017 using the modified retrospective method which resulted in a decrease to Other assets, net and Deferred income taxes of approximately $17 million. In January 2017, the FASB issued ASU 2017-01– Business Combinations (Topic 805): Clarifying the Definition of a Business. This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for public fiscal years and interim periods within those years beginning after December 15, 2017. We have chosen to early adopt this standard effective January 1, 2017. Although there was no impact upon adoption, among other things, this guidance will result in the capitalization rather than expensing of acquisition costs in future transactions that will be accounted for as asset acquisitions rather than business combinations under the new definition of a business. 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. Management has elected to early adopt this guidance effective January 1, 2017, which had no impact upon adoption but could result in a change in the measurement of an impairment loss if an impairment was required to be recorded in the future. Certain other new financial accounting pronouncements have become effective for our financial statements but the adoption of these pronouncements will not affect our financial position or results of operations, nor will they require any additional disclosures. Concentration Risk Valero supplied substantially all of the motor fuel purchased by our U.S. Retail and Canadian Retail segments for resale during all periods presented. During the three months ended March 31, 2017 and 2016 , our U.S. Retail and Canadian Retail segments purchased $1.4 billion and $1.2 billion , respectively, of motor fuel from Valero. CrossAmerica purchases a substantial amount of motor fuel from three suppliers. For the three months ended March 31, 2017 , CrossAmerica’s wholesale business purchased approximately 28% , 27% and 22% of its motor fuel from ExxonMobil, BP and Motiva (Shell), respectively. For the three months ended March 31, 2016 , CrossAmerica's wholesale business purchased approximately 29% , 28% and 26% 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 2017 or 2016 . No customers are individually material to our U.S. Retail and Canadian Retail segment operations. For the three months ended March 31, 2017 and 2016 , CrossAmerica distributed approximately 14% and 17% of its total wholesale distribution volumes to DMS and its affiliates and DMS and its affiliates accounted for approximately 23% and 30% of CrossAmerica’s rental income, respectively. For more information regarding transactions with DMS, see Note 6 . |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories Disclosure | INVENTORIES Inventories consisted of the following (in millions): March 31, December 31, 2017 2016 Convenience store merchandise $ 159 $ 156 Motor fuel 74 92 Supplies 2 2 Inventories $ 235 $ 250 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 March 31, 2017 , the replacement cost (market value) of our U.S. motor fuel inventories exceeded their LIFO carrying amounts by approximately $7 million . 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 . 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) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment Disclosure [Text Block] | PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in millions): March 31, December 31, 2017 2016 Land $ 824 $ 813 Buildings 968 949 Equipment 992 974 Land improvements and leasehold improvements 415 396 Other (a) 262 252 Asset retirement obligations 93 92 Construction in progress 25 89 Property and equipment, at cost 3,579 3,565 Accumulated depreciation (973 ) (923 ) Property and equipment, net $ 2,606 $ 2,642 (a) Other property and equipment consists primarily of signage and other imaging assets and computer hardware and software. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets Disclosure | INTANGIBLE ASSETS Intangible assets consisted of the following (in millions): March 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount US Retail Segment: Trademarks/tradenames $ 22 $ (3 ) $ 19 $ 22 $ (2 ) $ 20 Other (a) 12 (2 ) 10 12 (2 ) 10 US total 34 (5 ) 29 34 (4 ) 30 Canadian Retail Segment: Customer lists (b) 95 (89 ) 6 95 (89 ) 6 Total CST 129 (94 ) 35 129 (93 ) 36 CrossAmerica: Wholesale fuel supply contracts/rights 401 (94 ) 307 401 (87 ) 314 Below market leases 11 (7 ) 4 12 (7 ) 5 Other 5 (4 ) 1 5 (3 ) 2 Total CrossAmerica 417 (105 ) 312 418 (97 ) 321 CST consolidated total $ 546 $ (199 ) $ 347 $ 547 $ (190 ) $ 357 (a) Other consists of fuel supply agreements, franchise agreements, pipeline shipping rights, licenses and permits. (b) Our customer lists in our Canadian Retail segment are amortized on a straight-line basis over their remaining life. As these assets are recorded in the local currency, Canadian dollars, historical gross carrying amounts are translated at each balance sheet date, resulting in changes to historical amounts presented. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Debt Disclosure [Text Block] | DEBT Our balances for long-term debt and capital leases are as follows (in millions): March 31, December 31, 2017 2016 CST debt and capital leases: (a) $500 million revolving credit facility $ 195 $ 150 Term loan due 2019 319 338 5.00% senior notes due 2023 550 550 Total CST outstanding debt 1,064 1,038 Deferred financing fees (11 ) (12 ) Capital leases 13 12 Total CST debt and capital leases $ 1,066 $ 1,038 CrossAmerica debt and capital leases: (b) $550 million revolving credit facility $ 449 $ 442 Other debt 1 1 Total CrossAmerica outstanding debt 450 443 Deferred financing fees (3 ) (4 ) Capital leases 28 28 Total CrossAmerica debt and capital leases $ 475 $ 467 Total consolidated debt and capital lease obligations outstanding $ 1,541 $ 1,505 Less current portion–CST 76 76 Less current portion–CrossAmerica 2 2 Consolidated debt and capital lease obligations, less current portion $ 1,463 $ 1,427 (a) The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. CST has pledged its equity ownership in CrossAmerica to secure the CST Credit Facility. (b) The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. Financial Covenants and Interest Rate The CST credit facility contains financial covenants (as defined in the credit agreement) consisting of (a) a maximum total lease adjusted leverage ratio set at 3.50 : 1.00, (b) a minimum fixed charge coverage ratio set at 1.30 : 1.00 and (c) limitations on capital expenditures. As of March 31, 2017 , CST was in compliance with these covenants. CrossAmerica is required to maintain a total leverage ratio (as defined in the credit agreement) for the most recently completed four fiscal quarters of less than or equal to 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. The ratio shall not exceed 5.50 : 1.00 upon the issuance of Qualified Senior Notes (as defined in the credit agreement) in the aggregate principal amount of $175 million or greater. CrossAmerica is also required to maintain a senior leverage ratio (as defined in the credit agreement) 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 in the credit agreement) of at least 2.75 : 1.00. As of March 31, 2017 , CrossAmerica was in compliance with these covenants. Outstanding borrowings currently under the CST credit facility bear a weighted average interest of 2.72% (LIBOR plus a margin of 1.75% ) as of March 31, 2017 . Outstanding borrowings under the CrossAmerica credit facility bear a weighted average interest rate of 3.95% (LIBOR plus a margin of 3.00% ) as of March 31, 2017 . After taking into account debt covenant restrictions, approximately $110 million was available for future borrowings under the CST credit facility and approximately $86 million was available for future borrowings under the CrossAmerica credit facility as of March 31, 2017 . |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
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 18 million and 19 million gallons during the three months ended March 31, 2017 and 2016 , respectively. We incurred rent expense on retail sites leased from CrossAmerica of $4 million during each of the three months ended March 31, 2017 and 2016 . Amounts payable to CrossAmerica totaled $3 million and $4 million at March 31, 2017 and December 31, 2016 , respectively, related to these transactions. CST Fuel Supply CST distributed $4 million in cash to CrossAmerica during each of the three months ended March 31, 2017 and 2016 , related to CrossAmerica’s equity ownership interests in CST Fuel Supply. 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 . CrossAmerica purchases the fuel supplied to these retail sites from CST Fuel Supply. CrossAmerica purchased $6 million and $3 million of motor fuel from CST Fuel Supply for the three months ended March 31, 2017 and 2016 , respectively, in connection with these retail sites. Amended Omnibus Agreement CST provides management and corporate support services to CrossAmerica and charged CrossAmerica $3 million under the terms of the Amended Omnibus Agreement for these services during each of the three months ended March 31, 2017 and 2016. CST charged non-cash stock-based compensation and incentive compensation costs to CrossAmerica of $1 million for each of the three months ended March 31, 2017 and 2016 . Receivables from CrossAmerica were $9 million and $10 million at March 31, 2017 and December 31, 2016 , respectively. 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 December 31, 2016 February 28, 2017 171,039 Quarter ended March 31, 2017 * 128,983 * Expected to be issued on May 10, 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): Three Months Ended March 31, 2017 2016 IDRs $ 1 $ 1 Common unit distributions 4 4 Total $ 5 $ 5 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): Three Months Ended March 31, 2017 2016 Revenues from motor fuel sales to DMS and its affiliates $ 54 $ 50 Rental income from DMS and its affiliates $ 5 $ 6 Receivables from DMS and its affiliates totaled $8 million and $9 million at March 31, 2017 and December 31, 2016 , respectively. Revenues from rental income from Topstar were $0.1 million for each of the three months ended March 31, 2017 and 2016 . CrossAmerica leases real estate from certain entities affiliated with Joseph V. Topper, Jr. Rent expense paid to these entities was $0.2 million for each of the three months ended March 31, 2017 and 2016 . 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 no t significant for each of the three months ended March 31, 2017 and 2016 . 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. Lease costs incurred by CrossAmerica for use of these aircraft were no t significant for each of the three months ended March 31, 2017 and 2016 . 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 costs of $0.2 million and $0.6 million with this related party for the three months ended March 31, 2017 and 2016 , respectively. CrossAmerica Principal Executive Offices CrossAmerica’s principal executive offices are in Allentown, Pennsylvania. CrossAmerica subleases office space from us that we lease from a related party of CrossAmerica. The management fee charged by us to CrossAmerica under the Amended Omnibus Agreement incorporates this rental expense, which amounted to $0.2 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | COMMITMENTS AND CONTINGENCIES We are from time to time party to various lawsuits, claims and other legal and administrative proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, environmental damages, infringement, indemnification, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
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 2017 or 2016 . Financial Instruments The aggregate fair value and carrying amount of the CST senior notes, credit facility and term loan at March 31, 2017 and December 31, 2016 were $1.1 billion and $1.1 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 $449 million as of March 31, 2017 and $442 million as of December 31, 2016 due to the frequency with which interest rates are reset. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity Disclosure | EQUITY CrossAmerica Distributions Quarterly distribution activity for 2017 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) December 31, 2016 February 6, 2017 February 13, 2017 $ 0.6125 $ 21 March 31, 2017 May 8, 2017 May 15, 2017 $ 0.6175 $ 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 at current levels or at all. Accumulated Comprehensive Income (Loss) Comprehensive income for a period encompasses net income and all other changes in equity other than from transactions with our stockholders. Foreign currency translation adjustments are the only component of our accumulated other comprehensive income. Our other comprehensive income or loss before reclassifications results from changes in the value of foreign currencies (the Canadian dollar) in relation to the U.S. dollar. Changes in foreign currency translation adjustments were as follows for the three months ended March 31, 2017 and 2016 (in millions): Three Months Ended March 31, 2017 2016 Balance at the beginning of the period $ (25 ) $ (30 ) Other comprehensive income before reclassifications 4 15 Amounts reclassified from other comprehensive income — — Net other comprehensive income 4 15 Balance at the end of the period $ (21 ) $ (15 ) |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation Disclosure | EQUITY-BASED COMPENSATION Overview We record equity-based compensation as a component of operating expenses and general and administrative expenses in the consolidated statements of income. We recognized equity-based compensation expense as follows (in millions): Three Months Ended March 31, 2017 2016 Equity-based compensation related to CST $ 7 $ 5 Equity-based compensation related to CrossAmerica 1 1 Total equity-based compensation expense $ 8 $ 6 During the three months ended March 31, 2017 , we recognized $5 million of equity-based compensation expense, of which $4 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 three months ended March 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. At the completion of the Merger, each stock option, restricted share and restricted stock unit that is outstanding immediately prior to the completion of the Merger, whether vested or unvested, will become fully vested and be converted into the right to receive a cash payment as defined in the Merger Agreement. For purposes of unvested CST market share units, which are CST restricted stock units that vest based on performance goals related to the price of CST common stock, in accordance with the award agreements, performance goals will be deemed satisfied under the Merger based on the value of the Merger Consideration. CST Equity-Based Awards Grants of equity-based awards occurred in the first quarter of 2017 and consisted of: Number of Awards Weighted-Avg Grant-Date Fair Value Restricted stock units 299,877 $ 48.35 The fair value of each restricted stock unit 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. The restricted stock units granted become exercisable in equal increments on the first, second and third anniversaries of their date of grant. At the completion of the Merger, each award of restricted stock units that was granted in February 2017 will be converted into the right to receive a cash payment as defined in the Merger Agreement, but such award will remain subject to the same vesting terms and payment schedule as those set forth in the original restricted stock unit award agreement; provided that, upon completion of the Merger, such award will vest in full upon an involuntary termination of employment without cause, or termination for “Good Reason”, or termination due to death, “Disability” or “Retirement.” Approximately 47,000 and 102,000 of CST’s equity-based awards were granted to certain employees of CST in 2017 and 2016 , respectively, for services rendered on behalf of CrossAmerica and the expense associated with the awards was charged to CrossAmerica. These equity-based awards had a total fair value of $2 million on each of the dates of grant in 2017 and 2016 , respectively. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Disclosure | EARNINGS PER COMMON SHARE Earnings per common share are computed after adjustment for net income or loss attributable to noncontrolling interest; therefore, all earnings per common share information relates solely to CST common stockholders. Earnings per common share were computed as follows (in millions, except shares outstanding, common equivalent shares and per share amounts): Three Months Ended March 31, 2017 2016 Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 3 $ 19 Less dividends declared: Common stock — 5 Undistributed earnings $ 3 $ 14 Weighted-average common shares outstanding (in thousands) 452 75,813 406 75,498 Earnings per common share Distributed earnings $ — $ — $ 0.06 $ 0.06 Undistributed earnings 0.04 0.04 0.18 0.18 Total earnings per common share $ 0.04 $ 0.04 $ 0.24 $ 0.24 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 3 $ 19 Weighted-average common shares outstanding (in thousands) 75,813 75,498 Common equivalent shares: Stock options (in thousands) 332 119 Restricted stock (in thousands) — 118 Restricted stock units (in thousands) 244 169 Market share units (in thousands) 79 61 Weighted-average common shares outstanding - assuming dilution (in thousands) 76,468 75,965 Earnings per common share - assuming dilution $ 0.04 $ 0.24 The table below presents securities that have been excluded from the computation of diluted earnings per share because they would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2017 2016 Weighted-average anti-dilutive stock awards (in thousands) 53 860 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
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. Our Canadian Retail segment also experiences variability from the volatility of foreign currency exchange rates. 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. 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. Results that are not included in our reportable segments are included in the corporate category, which consist primarily of general and administrative costs. 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. 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 following table reflects activity related to our reportable segments (in millions): U.S. Retail Canadian Retail CrossAmerica Corporate Eliminations Fair value adjustments Consolidated Three months ended March 31, 2017: Operating revenues $ 1,540 $ 821 $ 435 $ — $ — $ — $ 2,796 Intersegment revenues 6 — 34 — (40 ) — — Gross profit 202 94 37 — — — 333 Depreciation, amortization and accretion expense 33 9 14 — — 8 64 Operating income (loss) 28 30 12 (50 ) — (8 ) 12 Three months ended March 31, 2016: Operating revenues $ 1,355 $ 674 $ 342 $ — $ — $ — $ 2,371 Intersegment revenues 5 — 25 — (30 ) — — Gross profit 217 83 37 — — — 337 Depreciation, amortization and accretion expense 29 10 13 — — 9 61 Operating income (loss) 46 23 13 (46 ) — (10 ) 26 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2017 | |
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): Three Months Ended March 31, 2017 2016 Decrease (increase): Receivables, net $ 23 $ 2 Inventories 15 5 Prepaid expenses and other (7 ) — Increase (decrease): Accounts payable (19 ) 2 Accounts payable to related parties — 4 Accounts payable to Valero (8 ) 17 Accrued expenses 8 (2 ) Amortization of deferred debt costs — 1 Taxes other than income taxes (8 ) 2 Income taxes payable (1 ) (21 ) Changes in working capital $ 3 $ 10 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): Three Months Ended March 31, 2017 2016 Interest paid in excess of amount capitalized $ 9 $ 8 Income taxes paid $ 9 $ 29 |
Guarantor Subsidiaries (Notes)
Guarantor Subsidiaries (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
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) March 31, 2017 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 117 $ 59 $ — $ 176 $ 6 $ — $ 182 Restricted cash — 22 — — 22 — — 22 Receivables, net 1 85 67 — 153 35 (14 ) 174 Inventories — 164 58 — 222 13 — 235 Prepaid taxes — 6 — — 6 1 — 7 Prepaid expenses and other — 12 4 — 16 6 — 22 Total current assets 1 406 188 — 595 61 (14 ) 642 Property and equipment, at cost — 2,197 557 — 2,754 826 (1 ) 3,579 Accumulated depreciation — (658 ) (205 ) — (863 ) (110 ) — (973 ) Property and equipment, net — 1,539 352 — 1,891 716 (1 ) 2,606 Intangible assets, net — 29 6 — 35 312 — 347 Goodwill — 226 2 — 228 391 — 619 Investment in subsidiaries 2,776 — — (2,776 ) — — — — Investment in CrossAmerica — 262 — — 262 — (262 ) — Deferred income taxes — — 62 — 62 — — 62 Other assets, net 3 3 8 — 14 20 (1 ) 33 Total assets $ 2,780 $ 2,465 $ 618 $ (2,776 ) $ 3,087 $ 1,500 $ (278 ) $ 4,309 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase as follows as of March 31, 2017: Property and equipment, net $ 45 Intangibles, net $ 235 Goodwill $ 302 March 31, 2017 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 — 121 34 — 155 41 (14 ) 182 Accounts payable to Valero (1 ) 102 73 — 174 — — 174 Accrued expenses 12 30 16 — 58 15 — 73 Taxes other than income taxes — 39 1 — 40 13 — 53 Income taxes payable — — 1 — 1 — — 1 Total current liabilities 86 293 125 — 504 71 (14 ) 561 Debt and capital lease obligations, less current portion 978 7 6 — 991 473 (1 ) 1,463 Deferred income taxes (2 ) 206 — — 204 48 — 252 Intercompany payables (receivables) 461 (590 ) 129 — — — — — Asset retirement obligations — 86 17 — 103 28 — 131 Other long-term liabilities 4 12 16 — 32 100 — 132 Total liabilities 1,527 14 293 — 1,834 720 (15 ) 2,539 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 648 1,773 62 (1,835 ) 648 — (9 ) 639 Treasury stock (91 ) — — — (91 ) — — (91 ) Retained earnings 716 678 263 (941 ) 716 — — 716 AOCI (21 ) — — — (21 ) — — (21 ) Partners’ capital — — — — — 780 (780 ) — Noncontrolling interest — — — — — — 526 526 Total stockholders’ equity 1,253 2,451 325 (2,776 ) 1,253 780 (263 ) 1,770 Total liabilities and stockholders’ equity $ 2,780 $ 2,465 $ 618 $ (2,776 ) $ 3,087 $ 1,500 $ (278 ) $ 4,309 Deferred taxes and noncontrolling interest for CrossAmerica include $8 million and $574 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, 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 STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Millions of Dollars) Three Months Ended March 31, 2017 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,546 $ 821 $ — $ 2,367 $ 469 $ (40 ) $ 2,796 Cost of sales — 1,344 727 — 2,071 432 (40 ) 2,463 Gross profit — 202 94 — 296 37 — 333 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 141 55 — 196 15 (4 ) 207 General and administrative expenses 1 39 4 — 44 6 — 50 Depreciation, amortization and accretion expense — 33 9 — 42 22 (a) — 64 Total operating expenses 1 213 68 — 282 43 (4 ) 321 Operating (loss) income (1 ) (11 ) 26 — 14 (2 ) — 12 Other income, net — 2 1 — 3 — (1 ) 2 Interest expense (11 ) — — — (11 ) (7 ) — (18 ) Intercompany interest income (expense) 1 — (1 ) — — — — — Equity in earnings of CrossAmerica (1 ) — — — (1 ) — 1 — Equity in earnings of subsidiaries 15 — — (15 ) — — — — Income (loss) before income tax expense 3 (9 ) 26 (15 ) 5 (9 ) — (4 ) Income tax expense (benefit) — (5 ) 7 — 2 (3 ) — (1 ) Net income (loss) 3 (4 ) 19 (15 ) 3 (6 ) — (3 ) Net loss attributable to noncontrolling interest — — — — — 5 1 6 Net income (loss) attributable to CST stockholders $ 3 $ (4 ) $ 19 $ (15 ) $ 3 $ (1 ) $ 1 $ 3 Other comprehensive loss, net of tax: Net income (loss) $ 3 $ (4 ) $ 19 $ (15 ) $ 3 $ (6 ) $ — $ (3 ) Foreign currency translation adjustment 4 — — — 4 — — 4 Comprehensive income (loss) 7 (4 ) 19 (15 ) 7 (6 ) — 1 Comprehensive loss attributable to noncontrolling interests — — — — — (5 ) (1 ) (6 ) Comprehensive income (loss) attributable to CST stockholders $ 7 $ (4 ) $ 19 $ (15 ) $ 7 $ (1 ) $ 1 $ 7 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $8 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. Three Months Ended March 31, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,360 $ 674 $ — $ 2,034 $ 367 $ (30 ) $ 2,371 Cost of sales — 1,143 591 — 1,734 330 (30 ) 2,034 Gross profit — 217 83 — 300 37 — 337 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 142 51 — 193 15 (4 ) 204 General and administrative expenses 1 33 5 — 39 7 — 46 Depreciation, amortization and accretion expense — 29 10 — 39 22 (a) — 61 Total operating expenses 1 204 66 — 271 44 (4 ) 311 Gain (loss) on the sale of assets, net — — 1 — 1 (1 ) — — Operating (loss) income (1 ) 13 18 — 30 (4 ) — 26 Other income, net — 1 10 — 11 — (1 ) 10 Interest expense (11 ) — — — (11 ) (4 ) — (15 ) Intercompany interest income (expense) 1 — (1 ) — — — — — Equity in earnings of CrossAmerica (1 ) — — — (1 ) — 1 — Equity in earnings of subsidiaries 30 — — (30 ) — — — — Income (loss) before income tax expense 18 14 27 (30 ) 29 (8 ) — 21 Income tax expense (benefit) (1 ) 4 7 — 10 (1 ) — 9 Net income (loss) 19 10 20 (30 ) 19 (7 ) — 12 Net loss attributable to noncontrolling interest — — — — — 6 1 7 Net income (loss) attributable to CST stockholders $ 19 $ 10 $ 20 $ (30 ) $ 19 $ (1 ) $ 1 $ 19 Other comprehensive loss, net of tax: Net income (loss) $ 19 $ 10 $ 20 $ (30 ) $ 19 $ (7 ) $ — $ 12 Foreign currency translation adjustment 15 — — — 15 — — 15 Comprehensive income (loss) 34 10 20 (30 ) 34 (7 ) — 27 Comprehensive loss attributable to noncontrolling interests — — — — — (6 ) (1 ) (7 ) Comprehensive income (loss) attributable to CST stockholders $ 34 $ 10 $ 20 $ (30 ) $ 34 $ (1 ) $ 1 $ 34 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $9 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Three Months Ended March 31, 2017 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 $ (6 ) $ 34 $ 20 $ — $ 48 $ 22 $ (1 ) $ 69 Cash flows from investing activities: Capital expenditures — (37 ) (3 ) — (40 ) (3 ) — (43 ) Proceeds from the sale of assets — 2 — — 2 — — 2 Net cash used in investing activities — (35 ) (3 ) — (38 ) (3 ) — (41 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 31 — 31 Payments on the CrossAmerica revolving credit facility — — — — — (24 ) — (24 ) Proceeds under the CST revolving credit facility 65 — — — 65 — — 65 Payments on the CST revolving credit facility (20 ) — — — (20 ) — — (20 ) Payments on the CST term loan facility (19 ) — — — (19 ) — — (19 ) Distributions from CrossAmerica — 4 — — 4 — (4 ) — Distributions paid — — — — — (21 ) 5 (16 ) Intercompany funding (20 ) 20 — — — — — — Net cash provided by (used in) financing activities 6 24 — — 30 (14 ) 1 17 Effect of foreign currency translation changes on cash — — — — — — — — Net increase in cash — 23 17 — 40 5 — 45 Cash at beginning of year — 94 42 — 136 1 — 137 Cash at end of period $ — $ 117 $ 59 $ — $ 176 $ 6 $ — $ 182 CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Three Months Ended March 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 $ (4 ) $ 74 $ — $ — $ 70 $ 19 $ (1 ) $ 88 Cash flows from investing activities: Capital expenditures — (57 ) (6 ) — (63 ) (3 ) — (66 ) CST acquisitions, net of cash acquired — (448 ) — — (448 ) — — (448 ) CrossAmerica acquisitions, net of cash acquired — — — — — (53 ) — (53 ) Cash received from sale of dealer contracts — 3 — — 3 (3 ) — — IDR income — 1 — — 1 — (1 ) — Net cash used in investing activities — (501 ) (6 ) — (507 ) (59 ) (1 ) (567 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 91 — 91 Payments on the CrossAmerica revolving credit facility — — — — — (26 ) — (26 ) Proceeds under the CST revolving credit facility 367 — — — 367 — — 367 Payments on the CST revolving credit facility (55 ) — — — (55 ) — — (55 ) Debt issuance costs (1 ) — — — (1 ) — — (1 ) Repayment of intercompany payable — — (200 ) 200 — — — — Intercompany loan 200 — — (200 ) — — — — Payments on the CST term loan facility (13 ) — — — (13 ) — — (13 ) Repurchases of common shares and units — — — — — (3 ) — (3 ) Payments of capital lease obligations — — — — — (1 ) — (1 ) Dividends paid (5 ) — — — (5 ) — — (5 ) Distributions from CrossAmerica — 3 — — 3 — (3 ) — Distributions paid — — — — — (20 ) 4 (16 ) Intercompany funding (489 ) 488 — — (1 ) — 1 — Net cash provided by (used in) financing activities 4 491 (200 ) — 295 41 2 338 Effect of foreign currency translation changes on cash — — (6 ) — (6 ) — — (6 ) Net (decrease) increase in cash — 64 (212 ) — (148 ) 1 — (147 ) Cash at beginning of year — 66 247 — 313 1 — 314 Cash at end of period $ — $ 130 $ 35 $ — $ 165 $ 2 $ — $ 167 |
Definition of Terms, Descript22
Definition of Terms, Description of Business and Other Disclosures Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 three months ended March 31, 2017 and 2016 , our U.S. Retail and Canadian Retail segments purchased $1.4 billion and $1.2 billion , respectively, of motor fuel from Valero. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in millions): March 31, December 31, 2017 2016 Convenience store merchandise $ 159 $ 156 Motor fuel 74 92 Supplies 2 2 Inventories $ 235 $ 250 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment [Table Text Block] | Property and equipment, net consisted of the following (in millions): March 31, December 31, 2017 2016 Land $ 824 $ 813 Buildings 968 949 Equipment 992 974 Land improvements and leasehold improvements 415 396 Other (a) 262 252 Asset retirement obligations 93 92 Construction in progress 25 89 Property and equipment, at cost 3,579 3,565 Accumulated depreciation (973 ) (923 ) Property and equipment, net $ 2,606 $ 2,642 (a) Other property and equipment consists primarily of signage and other imaging assets and computer hardware and software. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets consisted of the following (in millions): March 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount US Retail Segment: Trademarks/tradenames $ 22 $ (3 ) $ 19 $ 22 $ (2 ) $ 20 Other (a) 12 (2 ) 10 12 (2 ) 10 US total 34 (5 ) 29 34 (4 ) 30 Canadian Retail Segment: Customer lists (b) 95 (89 ) 6 95 (89 ) 6 Total CST 129 (94 ) 35 129 (93 ) 36 CrossAmerica: Wholesale fuel supply contracts/rights 401 (94 ) 307 401 (87 ) 314 Below market leases 11 (7 ) 4 12 (7 ) 5 Other 5 (4 ) 1 5 (3 ) 2 Total CrossAmerica 417 (105 ) 312 418 (97 ) 321 CST consolidated total $ 546 $ (199 ) $ 347 $ 547 $ (190 ) $ 357 (a) Other consists of fuel supply agreements, franchise agreements, pipeline shipping rights, licenses and permits. (b) Our customer lists in our Canadian Retail segment are amortized on a straight-line basis over their remaining life. As these assets are recorded in the local currency, Canadian dollars, historical gross carrying amounts are translated at each balance sheet date, resulting in changes to historical amounts presented. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Our balances for long-term debt and capital leases are as follows (in millions): March 31, December 31, 2017 2016 CST debt and capital leases: (a) $500 million revolving credit facility $ 195 $ 150 Term loan due 2019 319 338 5.00% senior notes due 2023 550 550 Total CST outstanding debt 1,064 1,038 Deferred financing fees (11 ) (12 ) Capital leases 13 12 Total CST debt and capital leases $ 1,066 $ 1,038 CrossAmerica debt and capital leases: (b) $550 million revolving credit facility $ 449 $ 442 Other debt 1 1 Total CrossAmerica outstanding debt 450 443 Deferred financing fees (3 ) (4 ) Capital leases 28 28 Total CrossAmerica debt and capital leases $ 475 $ 467 Total consolidated debt and capital lease obligations outstanding $ 1,541 $ 1,505 Less current portion–CST 76 76 Less current portion–CrossAmerica 2 2 Consolidated debt and capital lease obligations, less current portion $ 1,463 $ 1,427 (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. |
Debt Disclosure [Text Block] | DEBT Our balances for long-term debt and capital leases are as follows (in millions): March 31, December 31, 2017 2016 CST debt and capital leases: (a) $500 million revolving credit facility $ 195 $ 150 Term loan due 2019 319 338 5.00% senior notes due 2023 550 550 Total CST outstanding debt 1,064 1,038 Deferred financing fees (11 ) (12 ) Capital leases 13 12 Total CST debt and capital leases $ 1,066 $ 1,038 CrossAmerica debt and capital leases: (b) $550 million revolving credit facility $ 449 $ 442 Other debt 1 1 Total CrossAmerica outstanding debt 450 443 Deferred financing fees (3 ) (4 ) Capital leases 28 28 Total CrossAmerica debt and capital leases $ 475 $ 467 Total consolidated debt and capital lease obligations outstanding $ 1,541 $ 1,505 Less current portion–CST 76 76 Less current portion–CrossAmerica 2 2 Consolidated debt and capital lease obligations, less current portion $ 1,463 $ 1,427 (a) The assets of CST can only be used to settle the obligations of CST and creditors of CST have no recourse to the assets or general credit of CrossAmerica. CST has pledged its equity ownership in CrossAmerica to secure the CST Credit Facility. (b) The assets of CrossAmerica can only be used to settle the obligations of CrossAmerica and creditors of CrossAmerica have no recourse to the assets or general credit of CST. Financial Covenants and Interest Rate The CST credit facility contains financial covenants (as defined in the credit agreement) consisting of (a) a maximum total lease adjusted leverage ratio set at 3.50 : 1.00, (b) a minimum fixed charge coverage ratio set at 1.30 : 1.00 and (c) limitations on capital expenditures. As of March 31, 2017 , CST was in compliance with these covenants. CrossAmerica is required to maintain a total leverage ratio (as defined in the credit agreement) for the most recently completed four fiscal quarters of less than or equal to 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. The ratio shall not exceed 5.50 : 1.00 upon the issuance of Qualified Senior Notes (as defined in the credit agreement) in the aggregate principal amount of $175 million or greater. CrossAmerica is also required to maintain a senior leverage ratio (as defined in the credit agreement) 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 in the credit agreement) of at least 2.75 : 1.00. As of March 31, 2017 , CrossAmerica was in compliance with these covenants. Outstanding borrowings currently under the CST credit facility bear a weighted average interest of 2.72% (LIBOR plus a margin of 1.75% ) as of March 31, 2017 . Outstanding borrowings under the CrossAmerica credit facility bear a weighted average interest rate of 3.95% (LIBOR plus a margin of 3.00% ) as of March 31, 2017 . After taking into account debt covenant restrictions, approximately $110 million was available for future borrowings under the CST credit facility and approximately $86 million was available for future borrowings under the CrossAmerica credit facility as of March 31, 2017 . |
Related-Party Transactions Rela
Related-Party Transactions Related-party (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 December 31, 2016 February 28, 2017 171,039 Quarter ended March 31, 2017 * 128,983 * Expected to be issued on May 10, 2017 |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | CST received cash distributions related to its ownership of CrossAmerica’s IDRs and common units as follows (in millions): Three Months Ended March 31, 2017 2016 IDRs $ 1 $ 1 Common unit distributions 4 4 Total $ 5 $ 5 |
DMS [Member] | |
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): Three Months Ended March 31, 2017 2016 Revenues from motor fuel sales to DMS and its affiliates $ 54 $ 50 Rental income from DMS and its affiliates $ 5 $ 6 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Class of Stock [Line Items] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in foreign currency translation adjustments were as follows for the three months ended March 31, 2017 and 2016 (in millions): Three Months Ended March 31, 2017 2016 Balance at the beginning of the period $ (25 ) $ (30 ) Other comprehensive income before reclassifications 4 15 Amounts reclassified from other comprehensive income — — Net other comprehensive income 4 15 Balance at the end of the period $ (21 ) $ (15 ) |
CrossAmerica [Member] | |
Class of Stock [Line Items] | |
Dividends Declared [Table Text Block] | Quarterly distribution activity for 2017 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) December 31, 2016 February 6, 2017 February 13, 2017 $ 0.6125 $ 21 March 31, 2017 May 8, 2017 May 15, 2017 $ 0.6175 $ 21 |
Equity-Based Compensation Sched
Equity-Based Compensation Schedule of Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense | We recognized equity-based compensation expense as follows (in millions): Three Months Ended March 31, 2017 2016 Equity-based compensation related to CST $ 7 $ 5 Equity-based compensation related to CrossAmerica 1 1 Total equity-based compensation expense $ 8 $ 6 |
Schedule of Share-based Compensation, Activity | Grants of equity-based awards occurred in the first quarter of 2017 and consisted of: Number of Awards Weighted-Avg Grant-Date Fair Value Restricted stock units 299,877 $ 48.35 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Earnings per common share were computed as follows (in millions, except shares outstanding, common equivalent shares and per share amounts): Three Months Ended March 31, 2017 2016 Participating Awards Common Stock Participating Awards Common Stock Earnings per common share: Net income attributable to CST stockholders $ 3 $ 19 Less dividends declared: Common stock — 5 Undistributed earnings $ 3 $ 14 Weighted-average common shares outstanding (in thousands) 452 75,813 406 75,498 Earnings per common share Distributed earnings $ — $ — $ 0.06 $ 0.06 Undistributed earnings 0.04 0.04 0.18 0.18 Total earnings per common share $ 0.04 $ 0.04 $ 0.24 $ 0.24 Earnings per common share - assuming dilution: Net income attributable to CST stockholders $ 3 $ 19 Weighted-average common shares outstanding (in thousands) 75,813 75,498 Common equivalent shares: Stock options (in thousands) 332 119 Restricted stock (in thousands) — 118 Restricted stock units (in thousands) 244 169 Market share units (in thousands) 79 61 Weighted-average common shares outstanding - assuming dilution (in thousands) 76,468 75,965 Earnings per common share - assuming dilution $ 0.04 $ 0.24 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The table below presents securities that have been excluded from the computation of diluted earnings per share because they would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2017 2016 Weighted-average anti-dilutive stock awards (in thousands) 53 860 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Reportable Segments [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table reflects activity related to our reportable segments (in millions): U.S. Retail Canadian Retail CrossAmerica Corporate Eliminations Fair value adjustments Consolidated Three months ended March 31, 2017: Operating revenues $ 1,540 $ 821 $ 435 $ — $ — $ — $ 2,796 Intersegment revenues 6 — 34 — (40 ) — — Gross profit 202 94 37 — — — 333 Depreciation, amortization and accretion expense 33 9 14 — — 8 64 Operating income (loss) 28 30 12 (50 ) — (8 ) 12 Three months ended March 31, 2016: Operating revenues $ 1,355 $ 674 $ 342 $ — $ — $ — $ 2,371 Intersegment revenues 5 — 25 — (30 ) — — Gross profit 217 83 37 — — — 337 Depreciation, amortization and accretion expense 29 10 13 — — 9 61 Operating income (loss) 46 23 13 (46 ) — (10 ) 26 |
Supplemental Cash Flow Inform32
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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): Three Months Ended March 31, 2017 2016 Decrease (increase): Receivables, net $ 23 $ 2 Inventories 15 5 Prepaid expenses and other (7 ) — Increase (decrease): Accounts payable (19 ) 2 Accounts payable to related parties — 4 Accounts payable to Valero (8 ) 17 Accrued expenses 8 (2 ) Amortization of deferred debt costs — 1 Taxes other than income taxes (8 ) 2 Income taxes payable (1 ) (21 ) Changes in working capital $ 3 $ 10 |
Schedule of Cash Flow, Supplemental Disclosures | Cash flows related to interest and income taxes were as follows (in millions): Three Months Ended March 31, 2017 2016 Interest paid in excess of amount capitalized $ 9 $ 8 Income taxes paid $ 9 $ 29 |
Guarantor Subsidiaries (Tables)
Guarantor Subsidiaries (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Balance Sheet | CONSOLIDATING BALANCE SHEETS (Millions of Dollars) March 31, 2017 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada ASSETS Current assets: Cash $ — $ 117 $ 59 $ — $ 176 $ 6 $ — $ 182 Restricted cash — 22 — — 22 — — 22 Receivables, net 1 85 67 — 153 35 (14 ) 174 Inventories — 164 58 — 222 13 — 235 Prepaid taxes — 6 — — 6 1 — 7 Prepaid expenses and other — 12 4 — 16 6 — 22 Total current assets 1 406 188 — 595 61 (14 ) 642 Property and equipment, at cost — 2,197 557 — 2,754 826 (1 ) 3,579 Accumulated depreciation — (658 ) (205 ) — (863 ) (110 ) — (973 ) Property and equipment, net — 1,539 352 — 1,891 716 (1 ) 2,606 Intangible assets, net — 29 6 — 35 312 — 347 Goodwill — 226 2 — 228 391 — 619 Investment in subsidiaries 2,776 — — (2,776 ) — — — — Investment in CrossAmerica — 262 — — 262 — (262 ) — Deferred income taxes — — 62 — 62 — — 62 Other assets, net 3 3 8 — 14 20 (1 ) 33 Total assets $ 2,780 $ 2,465 $ 618 $ (2,776 ) $ 3,087 $ 1,500 $ (278 ) $ 4,309 Historical amounts for CrossAmerica were adjusted in consolidation with CST as a result of the GP Purchase as follows as of March 31, 2017: Property and equipment, net $ 45 Intangibles, net $ 235 Goodwill $ 302 March 31, 2017 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 — 121 34 — 155 41 (14 ) 182 Accounts payable to Valero (1 ) 102 73 — 174 — — 174 Accrued expenses 12 30 16 — 58 15 — 73 Taxes other than income taxes — 39 1 — 40 13 — 53 Income taxes payable — — 1 — 1 — — 1 Total current liabilities 86 293 125 — 504 71 (14 ) 561 Debt and capital lease obligations, less current portion 978 7 6 — 991 473 (1 ) 1,463 Deferred income taxes (2 ) 206 — — 204 48 — 252 Intercompany payables (receivables) 461 (590 ) 129 — — — — — Asset retirement obligations — 86 17 — 103 28 — 131 Other long-term liabilities 4 12 16 — 32 100 — 132 Total liabilities 1,527 14 293 — 1,834 720 (15 ) 2,539 Commitments and contingencies Stockholders’ equity: Common stock 1 — — — 1 — — 1 APIC 648 1,773 62 (1,835 ) 648 — (9 ) 639 Treasury stock (91 ) — — — (91 ) — — (91 ) Retained earnings 716 678 263 (941 ) 716 — — 716 AOCI (21 ) — — — (21 ) — — (21 ) Partners’ capital — — — — — 780 (780 ) — Noncontrolling interest — — — — — — 526 526 Total stockholders’ equity 1,253 2,451 325 (2,776 ) 1,253 780 (263 ) 1,770 Total liabilities and stockholders’ equity $ 2,780 $ 2,465 $ 618 $ (2,776 ) $ 3,087 $ 1,500 $ (278 ) $ 4,309 Deferred taxes and noncontrolling interest for CrossAmerica include $8 million and $574 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, 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. |
Condensed Income Statement | CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Millions of Dollars) Three Months Ended March 31, 2017 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,546 $ 821 $ — $ 2,367 $ 469 $ (40 ) $ 2,796 Cost of sales — 1,344 727 — 2,071 432 (40 ) 2,463 Gross profit — 202 94 — 296 37 — 333 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 141 55 — 196 15 (4 ) 207 General and administrative expenses 1 39 4 — 44 6 — 50 Depreciation, amortization and accretion expense — 33 9 — 42 22 (a) — 64 Total operating expenses 1 213 68 — 282 43 (4 ) 321 Operating (loss) income (1 ) (11 ) 26 — 14 (2 ) — 12 Other income, net — 2 1 — 3 — (1 ) 2 Interest expense (11 ) — — — (11 ) (7 ) — (18 ) Intercompany interest income (expense) 1 — (1 ) — — — — — Equity in earnings of CrossAmerica (1 ) — — — (1 ) — 1 — Equity in earnings of subsidiaries 15 — — (15 ) — — — — Income (loss) before income tax expense 3 (9 ) 26 (15 ) 5 (9 ) — (4 ) Income tax expense (benefit) — (5 ) 7 — 2 (3 ) — (1 ) Net income (loss) 3 (4 ) 19 (15 ) 3 (6 ) — (3 ) Net loss attributable to noncontrolling interest — — — — — 5 1 6 Net income (loss) attributable to CST stockholders $ 3 $ (4 ) $ 19 $ (15 ) $ 3 $ (1 ) $ 1 $ 3 Other comprehensive loss, net of tax: Net income (loss) $ 3 $ (4 ) $ 19 $ (15 ) $ 3 $ (6 ) $ — $ (3 ) Foreign currency translation adjustment 4 — — — 4 — — 4 Comprehensive income (loss) 7 (4 ) 19 (15 ) 7 (6 ) — 1 Comprehensive loss attributable to noncontrolling interests — — — — — (5 ) (1 ) (6 ) Comprehensive income (loss) attributable to CST stockholders $ 7 $ (4 ) $ 19 $ (15 ) $ 7 $ (1 ) $ 1 $ 7 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $8 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. Three Months Ended March 31, 2016 Parent Company Guarantor Subsidiaries Non-Guarantor Subsidiaries CST Eliminations Total CST CrossAmerica Eliminations Total Consolidated US Canada Operating revenues $ — $ 1,360 $ 674 $ — $ 2,034 $ 367 $ (30 ) $ 2,371 Cost of sales — 1,143 591 — 1,734 330 (30 ) 2,034 Gross profit — 217 83 — 300 37 — 337 Income from CST Fuel Supply Equity — — — — — 4 (4 ) — Operating expenses: Operating expenses — 142 51 — 193 15 (4 ) 204 General and administrative expenses 1 33 5 — 39 7 — 46 Depreciation, amortization and accretion expense — 29 10 — 39 22 (a) — 61 Total operating expenses 1 204 66 — 271 44 (4 ) 311 Gain (loss) on the sale of assets, net — — 1 — 1 (1 ) — — Operating (loss) income (1 ) 13 18 — 30 (4 ) — 26 Other income, net — 1 10 — 11 — (1 ) 10 Interest expense (11 ) — — — (11 ) (4 ) — (15 ) Intercompany interest income (expense) 1 — (1 ) — — — — — Equity in earnings of CrossAmerica (1 ) — — — (1 ) — 1 — Equity in earnings of subsidiaries 30 — — (30 ) — — — — Income (loss) before income tax expense 18 14 27 (30 ) 29 (8 ) — 21 Income tax expense (benefit) (1 ) 4 7 — 10 (1 ) — 9 Net income (loss) 19 10 20 (30 ) 19 (7 ) — 12 Net loss attributable to noncontrolling interest — — — — — 6 1 7 Net income (loss) attributable to CST stockholders $ 19 $ 10 $ 20 $ (30 ) $ 19 $ (1 ) $ 1 $ 19 Other comprehensive loss, net of tax: Net income (loss) $ 19 $ 10 $ 20 $ (30 ) $ 19 $ (7 ) $ — $ 12 Foreign currency translation adjustment 15 — — — 15 — — 15 Comprehensive income (loss) 34 10 20 (30 ) 34 (7 ) — 27 Comprehensive loss attributable to noncontrolling interests — — — — — (6 ) (1 ) (7 ) Comprehensive income (loss) attributable to CST stockholders $ 34 $ 10 $ 20 $ (30 ) $ 34 $ (1 ) $ 1 $ 34 (a) Depreciation, amortization and accretion expense for CrossAmerica includes $9 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. |
Condensed Cash Flow Statement | CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Three Months Ended March 31, 2017 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 $ (6 ) $ 34 $ 20 $ — $ 48 $ 22 $ (1 ) $ 69 Cash flows from investing activities: Capital expenditures — (37 ) (3 ) — (40 ) (3 ) — (43 ) Proceeds from the sale of assets — 2 — — 2 — — 2 Net cash used in investing activities — (35 ) (3 ) — (38 ) (3 ) — (41 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 31 — 31 Payments on the CrossAmerica revolving credit facility — — — — — (24 ) — (24 ) Proceeds under the CST revolving credit facility 65 — — — 65 — — 65 Payments on the CST revolving credit facility (20 ) — — — (20 ) — — (20 ) Payments on the CST term loan facility (19 ) — — — (19 ) — — (19 ) Distributions from CrossAmerica — 4 — — 4 — (4 ) — Distributions paid — — — — — (21 ) 5 (16 ) Intercompany funding (20 ) 20 — — — — — — Net cash provided by (used in) financing activities 6 24 — — 30 (14 ) 1 17 Effect of foreign currency translation changes on cash — — — — — — — — Net increase in cash — 23 17 — 40 5 — 45 Cash at beginning of year — 94 42 — 136 1 — 137 Cash at end of period $ — $ 117 $ 59 $ — $ 176 $ 6 $ — $ 182 CONSOLIDATING STATEMENTS OF CASH FLOWS (Millions of Dollars) Three Months Ended March 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 $ (4 ) $ 74 $ — $ — $ 70 $ 19 $ (1 ) $ 88 Cash flows from investing activities: Capital expenditures — (57 ) (6 ) — (63 ) (3 ) — (66 ) CST acquisitions, net of cash acquired — (448 ) — — (448 ) — — (448 ) CrossAmerica acquisitions, net of cash acquired — — — — — (53 ) — (53 ) Cash received from sale of dealer contracts — 3 — — 3 (3 ) — — IDR income — 1 — — 1 — (1 ) — Net cash used in investing activities — (501 ) (6 ) — (507 ) (59 ) (1 ) (567 ) Cash flows from financing activities: Proceeds under the CrossAmerica revolving credit facility — — — — — 91 — 91 Payments on the CrossAmerica revolving credit facility — — — — — (26 ) — (26 ) Proceeds under the CST revolving credit facility 367 — — — 367 — — 367 Payments on the CST revolving credit facility (55 ) — — — (55 ) — — (55 ) Debt issuance costs (1 ) — — — (1 ) — — (1 ) Repayment of intercompany payable — — (200 ) 200 — — — — Intercompany loan 200 — — (200 ) — — — — Payments on the CST term loan facility (13 ) — — — (13 ) — — (13 ) Repurchases of common shares and units — — — — — (3 ) — (3 ) Payments of capital lease obligations — — — — — (1 ) — (1 ) Dividends paid (5 ) — — — (5 ) — — (5 ) Distributions from CrossAmerica — 3 — — 3 — (3 ) — Distributions paid — — — — — (20 ) 4 (16 ) Intercompany funding (489 ) 488 — — (1 ) — 1 — Net cash provided by (used in) financing activities 4 491 (200 ) — 295 41 2 338 Effect of foreign currency translation changes on cash — — (6 ) — (6 ) — — (6 ) Net (decrease) increase in cash — 64 (212 ) — (148 ) 1 — (147 ) Cash at beginning of year — 66 247 — 313 1 — 314 Cash at end of period $ — $ 130 $ 35 $ — $ 165 $ 2 $ — $ 167 |
Definition of Terms, Descript34
Definition of Terms, Description of Business and Other Disclosures Narrative (Details) - USD ($) $ / shares in Units, $ in Billions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Entity Information [Line Items] | ||
Business Acquisition, Share Price | $ 48.53 | |
Business Combination, Consideration Transferred | $ 4.4 | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition Percentage of Incentive Distribution Rights Acquired | 100.00% | |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 20.20% | |
Effective Income Tax Rate Reconciliation, Percent | 36.00% | 43.00% |
CST Standalone [Member] | ||
Entity Information [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 36.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 37.00% |
Definition of Terms, Descript35
Definition of Terms, Description of Business and Other Disclosures Description of Business, Concentration Risk and Other Disclosures - Narrative (Details) - USD ($) $ in Billions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Valero | CST Standalone [Member] | ||
Concentration Risk [Line Items] | ||
Fuel Costs | $ 1.4 | $ 1.2 |
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 | 28.00% | 29.00% |
CrossAmerica [Member] | Supplier Concentration Risk [Member] | BP P.L.C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 27.00% | 28.00% |
CrossAmerica [Member] | Supplier Concentration Risk [Member] | Motiva (Shell) [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 22.00% | 26.00% |
CrossAmerica [Member] | Lehigh Gas Ohio LLC | Wholesale Distribution Volumes | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 14.00% | 17.00% |
CrossAmerica [Member] | Lehigh Gas Ohio LLC | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23.00% | 30.00% |
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% |
Inventories Inventories - Narra
Inventories Inventories - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Inventory, LIFO Reserve | $ 7 | $ 8 |
Inventories Inventories (Detail
Inventories Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Convenience store merchandise | $ 159 | $ 156 |
Motor fuel | 74 | 92 |
Supplies | 2 | 2 |
Inventories | $ 235 | $ 250 |
Property and Equipment Property
Property and Equipment Property and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 824 | $ 813 |
Buildings | 968 | 949 |
Equipment | 992 | 974 |
Land improvements and leasehold improvements | 415 | 396 |
Other (a) | 262 | 252 |
Asset retirement obligations | 93 | 92 |
Construction in progress | 25 | 89 |
Property and equipment, at cost | 3,579 | 3,565 |
Accumulated depreciation | (973) | (923) |
Property and equipment, net | $ 2,606 | $ 2,642 |
Intangible Assets Intangibles (
Intangible Assets Intangibles (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 546 | $ 547 | |
Accumulated Amortization | (199) | (190) | |
Net Carrying Amount | 347 | 357 | |
CrossAmerica [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net Carrying Amount | 312 | 321 | |
CST Standalone [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 129 | 129 | |
Accumulated Amortization | (94) | (93) | |
Net Carrying Amount | 35 | 36 | |
U.S. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 34 | 34 | |
Accumulated Amortization | (5) | (4) | |
Net Carrying Amount | 29 | 30 | |
U.S. | Flash Foods Trademarks/Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 22 | 22 | |
Accumulated Amortization | (3) | (2) | |
Net Carrying Amount | 19 | 20 | |
U.S. | Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | [1] | 12 | 12 |
Accumulated Amortization | [1] | (2) | (2) |
Net Carrying Amount | [1] | 10 | 10 |
Canada | Customer lists | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | [2] | 95 | 95 |
Accumulated Amortization | [2] | (89) | (89) |
Net Carrying Amount | [2] | 6 | 6 |
CrossAmerica [Member] | Wholesale fuel supply contracts/rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 401 | 401 | |
Accumulated Amortization | (94) | (87) | |
Net Carrying Amount | 307 | 314 | |
CrossAmerica [Member] | CrossAmerica [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 417 | 418 | |
Accumulated Amortization | (105) | (97) | |
Net Carrying Amount | 312 | 321 | |
CrossAmerica [Member] | CrossAmerica [Member] | Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 5 | 5 | |
Accumulated Amortization | (4) | (3) | |
Net Carrying Amount | 1 | 2 | |
CrossAmerica [Member] | CrossAmerica [Member] | Below market leases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 11 | 12 | |
Accumulated Amortization | (7) | (7) | |
Net Carrying Amount | $ 4 | $ 5 | |
[1] | (a)Other consists of fuel supply agreements, franchise agreements, pipeline shipping rights, licenses and permits. | ||
[2] | Our customer lists in our Canadian Retail segment are amortized on a straight-line basis over their remaining life. As these assets are recorded in the local currency, Canadian dollars, historical gross carrying amounts are translated at each balance sheet date, resulting in changes to historical amounts presented. |
Debt Financial Convenants and I
Debt Financial Convenants and Interest Rates - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | ||
Line of Credit Facility [Line Items] | ||||
Net income attributable to CST stockholders | $ 3 | $ 19 | ||
Proceeds from Lines of Credit | 31 | $ 91 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 110 | |||
CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Draws outstanding on revolving credit facility | 449 | $ 442 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 86 | |||
CST Standalone [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term Debt | [1] | $ 319 | 338 | |
Senior Notes [Member] | CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Face Amount | $ 175 | |||
Notes Payable to Banks [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Interest Rate at Period End | 2.72% | |||
Notes Payable to Banks [Member] | CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Interest Rate at Period End | 3.95% | |||
Notes Payable to Banks [Member] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
Notes Payable to Banks [Member] | Base Rate [Member] | CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Covenant, Lease Adjusted Leverage Ratio, Maximum | 3.50 | |||
Debt Instrument, Covenant, Consolidated Fixed Charge Coverage Ratio, Minimum | 1.30 | |||
Maximum [Member] | Senior Notes [Member] | CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 3 | |||
Maximum [Member] | Thereafter December 31, 2014 [Member] | Revolving Credit Facility [Member] | CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 4.50 | |||
Maximum [Member] | Two Quarters Following Closing of Material Acquisition [Member] | Revolving Credit Facility [Member] | CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 | |||
Maximum [Member] | Upon issuance of Qualified Senior Notes [Member] | Revolving Credit Facility [Member] | CrossAmerica [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5.50 | |||
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 | |||
[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 | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Total debt and capital lease obligations outstanding | $ 1,541 | $ 1,505 | |
CrossAmerica [Member] | |||
Debt Instrument [Line Items] | |||
$550 million revolving credit facility | [1] | 449 | 442 |
Other debt | [1] | 1 | 1 |
Total CST outstanding debt | [1] | 450 | 443 |
Deferred financing fees | [1] | (3) | (4) |
Capital leases | [1] | 28 | 28 |
Total debt and capital lease obligations outstanding | [1] | 475 | 467 |
Less current portion | 2 | 2 | |
CST Standalone [Member] | |||
Debt Instrument [Line Items] | |||
$550 million revolving credit facility | [2] | 195 | 150 |
Term Loan Due 2019 | [2] | 319 | 338 |
5.00% senior notes due 2023 | [2] | 550 | 550 |
Total CST outstanding debt | [2] | 1,064 | 1,038 |
Deferred financing fees | [2] | (11) | (12) |
Capital leases | [2] | 13 | 12 |
Total debt and capital lease obligations outstanding | [2] | 1,066 | 1,038 |
Less current portion | $ 76 | $ 76 | |
[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. |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 29, 2016USD ($) | |
Related Party Transaction [Line Items] | ||||
CST distributions to CrossAmerica | $ 0 | $ 0 | ||
Rental Income | 17 | 15 | ||
DMS [Member] | ||||
Related Party Transaction [Line Items] | ||||
Receivables from DMS | 8 | $ 9 | ||
Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Aircraft Rental and Landing Fees | 0 | 0 | ||
Members Of Board Of Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aircraft Rental and Landing Fees | 0 | 0 | ||
Topper And Entities | ||||
Related Party Transaction [Line Items] | ||||
Rental Income | 0.1 | |||
Operating Leases, Rent Expense | 0.2 | |||
Aircraft Rental and Landing Fees | 0.2 | |||
Wholesale Fuel Supply Contracts [Member] | CrossAmerica [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Purchases from Related Party | $ 6 | $ 3 | ||
CrossAmerica [Member] | ||||
Related Party Transaction [Line Items] | ||||
Master lease agreement, terms of contract | 10 years | |||
Lease rate | 7.50% | |||
Purchases under fuel distribution agreement | 18,000,000 | 19,000,000 | ||
Related party rent expense on retail sites | $ 4 | |||
Amounts payable to CrossAmerica | $ 3 | 4 | ||
CST distributions to CrossAmerica | 4 | 4 | ||
Cost of Services, Environmental Remediation | 0.2 | 0.6 | ||
Leasehold Rent Expense | 0.2 | $ 0.1 | ||
CrossAmerica [Member] | Amended and Restated Omnibus Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management fees revenue | 3 | |||
Management fee payable | $ 9 | $ 10 | ||
CrossAmerica [Member] | Wholesale Fuel Supply Contracts [Member] | ||||
Related Party Transaction [Line Items] | ||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | $ 3 | |||
Independent Dealer [Member] | CrossAmerica [Member] | Wholesale Fuel Supply Contracts [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of Stores | 21 | |||
Subwholesaler [Member] | CrossAmerica [Member] | Wholesale Fuel Supply Contracts [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of Stores | 11 |
Related-Party Transactions Omni
Related-Party Transactions Omnibus Transactions (Details) - shares | 3 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | |
Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Due Date | May 10, 2017 | |
CrossAmerica [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 | |
CrossAmerica [Member] | Subsequent Event [Member] | ||
Related Party Transaction [Line Items] | ||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 128,983 |
Related-Party Transactions IDR
Related-Party Transactions IDR and Common Unit Distribution (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
IDRs | $ 0 | |
Distributions paid | $ (16) | (16) |
CrossAmerica [Member] | ||
Related Party Transaction [Line Items] | ||
IDRs | 1 | 1 |
Distributions paid | (4) | (4) |
Total | $ 5 | $ 5 |
Related-Party Transactions Reve
Related-Party Transactions Revenues from fuel sales and rental income from DMS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Revenues from motor fuel sales to DMS | $ 0 | $ 0 |
DMS [Member] | ||
Related Party Transaction [Line Items] | ||
Revenues from motor fuel sales to DMS | 54 | 50 |
Rental income from DMS | $ 5 | $ 6 |
Fair Value Measurements Financi
Fair Value Measurements Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 1,100 | $ 1,100 |
CrossAmerica [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 449 | $ 442 |
Equity CrossAmerica Distributio
Equity CrossAmerica Distributions (Details) - CrossAmerica [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Distribution made by Limited Partner [Line Items] | ||
Record date | May 8, 2017 | Feb. 6, 2017 |
Payment date | May 15, 2017 | Feb. 13, 2017 |
Cash distribution (per unit) | $ 0.6175 | $ 0.6125 |
Cash distribution | $ 21 | $ 21 |
Equity Other Comprehensive Inco
Equity Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of the period | $ (25) | |
Other comprehensive income (loss), foreign currency translation adjustment, tax | 4 | $ 15 |
Other comprehensive income (loss) | 4 | 15 |
Balance at end of the period | (21) | |
AOCI Attributable to Parent [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of the period | (25) | (30) |
Other comprehensive income (loss), foreign currency translation adjustment, tax | 4 | 15 |
Amounts reclassified from other comprehensive income | 0 | 0 |
Other comprehensive income (loss) | 4 | 15 |
Balance at end of the period | $ (21) | $ (15) |
Equity-Based Compensation Narra
Equity-Based Compensation Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $ 5 | $ 4 |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 47,000 | 102,000 |
Stock-based compensation expense | $ 8 | $ 6 |
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 | 1 |
CrossAmerica [Member] | Amended and Restated Omnibus Agreement [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2 | 2 |
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 | $ 4 | $ 3 |
Equity-Based Compensation Stock
Equity-Based Compensation Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Grants of unit-based awards | ||
Stock-based compensation expense | $ 8 | $ 6 |
Stock Options and Restricted Stock Units (RSUs) [Member] | CrossAmerica [Member] | ||
Grants of unit-based awards | ||
Stock-based compensation expense | 1 | 1 |
Stock Options and Restricted Stock Units (RSUs) [Member] | CST Standalone [Member] | ||
Grants of unit-based awards | ||
Stock-based compensation expense | $ 7 | $ 5 |
Equity-Based Compensation CST R
Equity-Based Compensation CST Restricted Stock Awards - Table (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted stock units, Number of Shares | shares | 299,877 |
Restricted stock units, Weighted-Avg Grant-Date Fair Value | $ / shares | $ 48.35 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income attributable to CST stockholders | $ 3 | $ 19 |
Weighted-average common shares outstanding (in thousands) | 75,813 | 75,498 |
Total earnings per common share | $ 0.04 | $ 0.24 |
Common Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income attributable to CST stockholders | $ 3 | $ 19 |
Less dividends declared: Common stock | 0 | 5 |
Undistributed earnings | $ 3 | $ 14 |
Weighted-average common shares outstanding (in thousands) | 75,813 | 75,498 |
Earnings per share, distributed earnings | $ 0 | $ 0.06 |
Earnings per share, undistributed earnings | 0.04 | 0.18 |
Total earnings per common share | $ 0.04 | $ 0.24 |
Restricted Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted-average common shares outstanding (in thousands) | 452 | 406 |
Earnings per share, distributed earnings | $ 0 | $ 0.06 |
Earnings per share, undistributed earnings | 0.04 | 0.18 |
Total earnings per common share | $ 0.04 | $ 0.24 |
Earnings Per Common Share - E53
Earnings Per Common Share - Earnings per Share Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income attributable to CST | $ 3 | $ 19 |
Weighted-average common shares outstanding (in thousands) | 75,813 | 75,498 |
Weighted-average common shares outstanding - assuming dilution (in thousands) | 76,468 | 75,965 |
Earnings per common share - assuming dilution | $ 0.04 | $ 0.24 |
Common Stock [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income attributable to CST | $ 3 | $ 19 |
Weighted-average common shares outstanding (in thousands) | 75,813 | 75,498 |
Stock options (in thousands) | 332 | 119 |
Restricted stock (in thousands) | 0 | 118 |
Restricted stock units (in thousands) | 244 | 169 |
Market share units (in thousands) | 79 | 61 |
Earnings Per Common Share - Ant
Earnings Per Common Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average anti-dilutive options (in thousands) | 53 | 860 |
Segment Information Narrative (
Segment Information Narrative (Details) | 3 Months Ended |
Mar. 31, 2017segments | |
Segment Reporting Information [Line Items] | |
Number of Reportable Segments | 3 |
Revenues of immaterial segment | 5.00% |
Segment Information Reportable
Segment Information Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,796 | $ 2,371 |
Revenue from Related Parties | 0 | 0 |
Gross profit | 333 | 337 |
Depreciation, amortization and accretion expense | 64 | 61 |
Operating Income | 12 | 26 |
Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | (40) | (30) |
Gross profit | 0 | 0 |
Depreciation, amortization and accretion expense | 0 | 0 |
Operating Income | 0 | 0 |
U.S. Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,540 | 1,355 |
Revenue from Related Parties | 6 | 5 |
Gross profit | 202 | 217 |
Depreciation, amortization and accretion expense | 33 | 29 |
Operating Income | 28 | 46 |
Canada Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 821 | 674 |
Revenue from Related Parties | 0 | 0 |
Gross profit | 94 | 83 |
Depreciation, amortization and accretion expense | 9 | 10 |
Operating Income | 30 | 23 |
CrossAmerica [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 435 | 342 |
Revenue from Related Parties | 34 | 25 |
Gross profit | 37 | 37 |
Depreciation, amortization and accretion expense | 14 | 13 |
Operating Income | 12 | 13 |
CrossAmerica [Member] | Fair Value Adjustments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue from Related Parties | 0 | 0 |
Gross profit | 0 | 0 |
Depreciation, amortization and accretion expense | 8 | 9 |
Operating Income | (8) | (10) |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue from Related Parties | 0 | 0 |
Gross profit | 0 | 0 |
Depreciation, amortization and accretion expense | 0 | 0 |
Operating Income | (50) | (46) |
Intersubsegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Revenue from Related Parties | (40) | (30) |
Gross profit | 0 | 0 |
Depreciation, amortization and accretion expense | 0 | 0 |
Operating Income | $ 0 | $ 0 |
Supplemental Cash Flow Inform57
Supplemental Cash Flow Information - Changes in Current Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Decrease (Increase) in Operating Assets: | ||
Receivables, net | $ 23 | $ 2 |
Inventories | 15 | 5 |
Prepaid expenses and other | (7) | 0 |
Increase (Decrease) in Operating Liabilities [Abstract] | ||
Accounts payable | (19) | 2 |
Accounts payable to related parties | 0 | 4 |
Accounts payable to Valero | (8) | 17 |
Accrued expenses | 8 | (2) |
Amortization of deferred debt costs | 0 | 1 |
Taxes other than income taxes | (8) | 2 |
Income taxes payable | (1) | (21) |
Changes in working capital | $ 3 | $ 10 |
Supplemental Cash Flow Inform58
Supplemental Cash Flow Information - Interest and Taxes Paid (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid in excess of amount capitalized | $ 9 | $ 8 |
Income Taxes Paid | $ 9 | $ 29 |
Guarantor Subsidiaries - Narrat
Guarantor Subsidiaries - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Property and equipment, net | $ 2,606 | $ 2,642 |
Intangible assets, net | 347 | 357 |
Goodwill | 619 | 619 |
Deferred income taxes | 252 | 274 |
Noncontrolling interest | 526 | 550 |
CrossAmerica [Member] | ||
Property and equipment, net | 716 | 726 |
Intangible assets, net | 312 | 321 |
Goodwill | 391 | 391 |
Deferred income taxes | 48 | 52 |
Reportable Legal Entities [Member] | CrossAmerica [Member] | ||
Property and equipment, net | 716 | 726 |
Intangible assets, net | 312 | 321 |
Goodwill | 391 | 391 |
Deferred income taxes | 48 | 52 |
Noncontrolling interest | 0 | 0 |
CrossAmerica [Member] | CrossAmerica [Member] | ||
Intangible assets, net | 312 | 321 |
Acquisition-related Costs | Reportable Legal Entities [Member] | CrossAmerica [Member] | ||
Property and equipment, net | 45 | 48 |
Intangible assets, net | 235 | 240 |
Goodwill | 302 | 302 |
Deferred income taxes | 8 | 9 |
Noncontrolling interest | $ 574 | $ 581 |
Guarantor Subsidiaries - Consol
Guarantor Subsidiaries - Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash | $ 182 | $ 137 | $ 167 | $ 314 |
Restricted cash | 22 | 22 | ||
Receivables, net | 174 | 195 | ||
Inventories | 235 | 250 | ||
Prepaid taxes | 7 | 3 | ||
Prepaid expenses and other | 22 | 20 | ||
Total current assets | 642 | 627 | ||
Property and equipment, at cost | 3,579 | 3,565 | ||
Accumulated depreciation | (973) | (923) | ||
Property and equipment, net | 2,606 | 2,642 | ||
Intangible assets, net | 347 | 357 | ||
Goodwill | 619 | 619 | ||
Investments in subsidiaries | 0 | 0 | ||
Investments in CrossAmerica | 0 | 0 | ||
Deferred income taxes | 62 | 62 | ||
Other assets, net | 33 | 53 | ||
Total assets | 4,309 | 4,360 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 78 | 78 | ||
Accounts payable | 182 | 223 | ||
Accounts payable to Valero | 174 | 181 | ||
Accrued expenses | 73 | 70 | ||
Taxes other than income taxes | 53 | 61 | ||
Income taxes payable | 1 | 2 | ||
Total current liabilities | 561 | 615 | ||
Debt and capital lease obligations, less current portion | 1,463 | 1,427 | ||
Deferred income taxes | 252 | 274 | ||
Intercompany payables (receivables) | 0 | 0 | ||
Asset retirement obligations | 131 | 129 | ||
Other long-term liabilities | 132 | 136 | ||
Total liabilities | 2,539 | 2,581 | ||
Commitments and contingencies | ||||
Shareholders’ equity: | ||||
Common stock | 1 | 1 | ||
APIC | (639) | (629) | ||
Treasury stock | (91) | (89) | ||
Retained earnings | 716 | 713 | ||
AOCI | 21 | 25 | ||
Partners' Capital | 0 | 0 | ||
Noncontrolling interest | 526 | 550 | ||
Total stockholders' equity | 1,770 | 1,779 | ||
Total liabilities and stockholders’ equity | 4,309 | 4,360 | ||
CST Standalone [Member] | ||||
Current assets: | ||||
Intangible assets, net | 35 | 36 | ||
CrossAmerica [Member] | ||||
Current assets: | ||||
Cash | 6 | 1 | ||
Receivables, net | 31 | 37 | ||
Inventories | 13 | 13 | ||
Prepaid taxes | 1 | 1 | ||
Prepaid expenses and other | 6 | 8 | ||
Total current assets | 57 | 60 | ||
Property and equipment, at cost | 826 | 822 | ||
Accumulated depreciation | (110) | (96) | ||
Property and equipment, net | 716 | 726 | ||
Intangible assets, net | 312 | 321 | ||
Goodwill | 391 | 391 | ||
Other assets, net | 19 | 18 | ||
Total assets | 1,495 | 1,516 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 2 | 2 | ||
Accounts payable | 32 | 35 | ||
Accrued expenses | 15 | 16 | ||
Taxes other than income taxes | 13 | 12 | ||
Income taxes payable | 0 | |||
Total current liabilities | 62 | 65 | ||
Debt and capital lease obligations, less current portion | 473 | 465 | ||
Deferred income taxes | 48 | 52 | ||
Asset retirement obligations | 28 | 28 | ||
Other long-term liabilities | 100 | 100 | ||
Total liabilities | 711 | 710 | ||
Shareholders’ equity: | ||||
Partners' Capital | 784 | 806 | ||
Total liabilities and stockholders’ equity | 1,495 | 1,516 | ||
Corporate, Non-Segment [Member] | Parent Company [Member] | ||||
Current assets: | ||||
Cash | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Receivables, net | 1 | 1 | ||
Inventories | 0 | 0 | ||
Prepaid taxes | 0 | 0 | ||
Prepaid expenses and other | 0 | 0 | ||
Total current assets | 1 | 1 | ||
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 | 2,776 | 2,759 | ||
Investments in CrossAmerica | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other assets, net | 3 | 5 | ||
Total assets | 2,780 | 2,765 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 75 | 75 | ||
Accounts payable | 0 | 0 | ||
Accounts payable to Valero | (1) | (1) | ||
Accrued expenses | 12 | 5 | ||
Taxes other than income taxes | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 86 | 79 | ||
Debt and capital lease obligations, less current portion | 978 | 951 | ||
Deferred income taxes | (2) | (1) | ||
Intercompany payables (receivables) | 461 | 490 | ||
Asset retirement obligations | 0 | 0 | ||
Other long-term liabilities | 4 | 6 | ||
Total liabilities | 1,527 | 1,525 | ||
Commitments and contingencies | ||||
Shareholders’ equity: | ||||
Common stock | 1 | 1 | ||
APIC | (648) | (640) | ||
Treasury stock | (91) | (89) | ||
Retained earnings | 716 | 713 | ||
AOCI | 21 | 25 | ||
Partners' Capital | 0 | 0 | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders' equity | 1,253 | 1,240 | ||
Total liabilities and stockholders’ equity | 2,780 | 2,765 | ||
Reportable Legal Entities [Member] | Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash | 117 | 94 | 130 | 66 |
Restricted cash | 22 | 22 | ||
Receivables, net | 85 | 92 | ||
Inventories | 164 | 172 | ||
Prepaid taxes | 6 | 2 | ||
Prepaid expenses and other | 12 | 9 | ||
Total current assets | 406 | 391 | ||
Property and equipment, at cost | 2,197 | 2,195 | ||
Accumulated depreciation | (658) | (631) | ||
Property and equipment, net | 1,539 | 1,564 | ||
Intangible assets, net | 29 | 30 | ||
Goodwill | 226 | 226 | ||
Investments in subsidiaries | 0 | 0 | ||
Investments in CrossAmerica | 262 | 262 | ||
Deferred income taxes | 0 | 0 | ||
Other assets, net | 3 | 22 | ||
Total assets | 2,465 | 2,495 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 1 | 1 | ||
Accounts payable | 121 | 146 | ||
Accounts payable to Valero | 102 | 100 | ||
Accrued expenses | 30 | 33 | ||
Taxes other than income taxes | 39 | 48 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 293 | 328 | ||
Debt and capital lease obligations, less current portion | 7 | 7 | ||
Deferred income taxes | 206 | 223 | ||
Intercompany payables (receivables) | (590) | (618) | ||
Asset retirement obligations | 86 | 85 | ||
Other long-term liabilities | 12 | 14 | ||
Total liabilities | 14 | 39 | ||
Commitments and contingencies | ||||
Shareholders’ equity: | ||||
Common stock | 0 | 0 | ||
APIC | (1,773) | (1,774) | ||
Treasury stock | 0 | 0 | ||
Retained earnings | 678 | 682 | ||
AOCI | 0 | 0 | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders' equity | 2,451 | 2,456 | ||
Total liabilities and stockholders’ equity | 2,465 | 2,495 | ||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash | 59 | 42 | 35 | 247 |
Restricted cash | 0 | 0 | ||
Receivables, net | 67 | 75 | ||
Inventories | 58 | 65 | ||
Prepaid taxes | 0 | 0 | ||
Prepaid expenses and other | 4 | 3 | ||
Total current assets | 188 | 185 | ||
Property and equipment, at cost | 557 | 550 | ||
Accumulated depreciation | (205) | (196) | ||
Property and equipment, net | 352 | 354 | ||
Intangible assets, net | 6 | 6 | ||
Goodwill | 2 | 2 | ||
Investments in subsidiaries | 0 | 0 | ||
Investments in CrossAmerica | 0 | 0 | ||
Deferred income taxes | 62 | 62 | ||
Other assets, net | 8 | 8 | ||
Total assets | 618 | 617 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 0 | 0 | ||
Accounts payable | 34 | 47 | ||
Accounts payable to Valero | 73 | 82 | ||
Accrued expenses | 16 | 16 | ||
Taxes other than income taxes | 1 | 1 | ||
Income taxes payable | 1 | 2 | ||
Total current liabilities | 125 | 148 | ||
Debt and capital lease obligations, less current portion | 6 | 6 | ||
Deferred income taxes | 0 | 0 | ||
Intercompany payables (receivables) | 129 | 128 | ||
Asset retirement obligations | 17 | 16 | ||
Other long-term liabilities | 16 | 16 | ||
Total liabilities | 293 | 314 | ||
Commitments and contingencies | ||||
Shareholders’ equity: | ||||
Common stock | 0 | 0 | ||
APIC | (62) | (61) | ||
Treasury stock | 0 | 0 | ||
Retained earnings | 263 | 242 | ||
AOCI | 0 | 0 | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders' equity | 325 | 303 | ||
Total liabilities and stockholders’ equity | 618 | 617 | ||
Reportable Legal Entities [Member] | CST Standalone [Member] | ||||
Current assets: | ||||
Cash | 176 | 136 | 165 | 313 |
Restricted cash | 22 | 22 | ||
Receivables, net | 153 | 168 | ||
Inventories | 222 | 237 | ||
Prepaid taxes | 6 | 2 | ||
Prepaid expenses and other | 16 | 12 | ||
Total current assets | 595 | 577 | ||
Property and equipment, at cost | 2,754 | 2,745 | ||
Accumulated depreciation | (863) | (827) | ||
Property and equipment, net | 1,891 | 1,918 | ||
Intangible assets, net | 35 | 36 | ||
Goodwill | 228 | 228 | ||
Investments in subsidiaries | 0 | 0 | ||
Investments in CrossAmerica | 262 | 262 | ||
Deferred income taxes | 62 | 62 | ||
Other assets, net | 14 | 35 | ||
Total assets | 3,087 | 3,118 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 76 | 76 | ||
Accounts payable | 155 | 193 | ||
Accounts payable to Valero | 174 | 181 | ||
Accrued expenses | 58 | 54 | ||
Taxes other than income taxes | 40 | 49 | ||
Income taxes payable | 1 | 2 | ||
Total current liabilities | 504 | 555 | ||
Debt and capital lease obligations, less current portion | 991 | 964 | ||
Deferred income taxes | 204 | 222 | ||
Intercompany payables (receivables) | 0 | 0 | ||
Asset retirement obligations | 103 | 101 | ||
Other long-term liabilities | 32 | 36 | ||
Total liabilities | 1,834 | 1,878 | ||
Commitments and contingencies | ||||
Shareholders’ equity: | ||||
Common stock | 1 | 1 | ||
APIC | (648) | (640) | ||
Treasury stock | (91) | (89) | ||
Retained earnings | 716 | 713 | ||
AOCI | 21 | 25 | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders' equity | 1,253 | 1,240 | ||
Total liabilities and stockholders’ equity | 3,087 | 3,118 | ||
Reportable Legal Entities [Member] | CrossAmerica [Member] | ||||
Current assets: | ||||
Cash | 6 | 1 | 2 | 1 |
Restricted cash | 0 | 0 | ||
Receivables, net | 35 | 42 | ||
Inventories | 13 | 13 | ||
Prepaid taxes | 1 | 1 | ||
Prepaid expenses and other | 6 | 8 | ||
Total current assets | 61 | 65 | ||
Property and equipment, at cost | 826 | 822 | ||
Accumulated depreciation | (110) | (96) | ||
Property and equipment, net | 716 | 726 | ||
Intangible assets, net | 312 | 321 | ||
Goodwill | 391 | 391 | ||
Investments in subsidiaries | 0 | 0 | ||
Investments in CrossAmerica | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other assets, net | 20 | 19 | ||
Total assets | 1,500 | 1,522 | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 2 | 2 | ||
Accounts payable | 41 | 45 | ||
Accounts payable to Valero | 0 | 0 | ||
Accrued expenses | 15 | 16 | ||
Taxes other than income taxes | 13 | 12 | ||
Total current liabilities | 71 | 75 | ||
Debt and capital lease obligations, less current portion | 473 | 465 | ||
Deferred income taxes | 48 | 52 | ||
Intercompany payables (receivables) | 0 | 0 | ||
Asset retirement obligations | 28 | 28 | ||
Other long-term liabilities | 100 | 100 | ||
Total liabilities | 720 | 720 | ||
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 | 780 | 802 | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders' equity | 780 | 802 | ||
Total liabilities and stockholders’ equity | 1,500 | 1,522 | ||
CST Eliminations | ||||
Current assets: | ||||
Cash | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 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 | (2,776) | (2,759) | ||
Investments in CrossAmerica | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Total assets | (2,776) | (2,759) | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accounts payable to Valero | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Taxes other than income taxes | 0 | 0 | ||
Income taxes payable | 0 | 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 | 1,835 | ||
Treasury stock | 0 | 0 | ||
Retained earnings | (941) | (924) | ||
AOCI | 0 | 0 | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders' equity | (2,776) | (2,759) | ||
Total liabilities and stockholders’ equity | (2,776) | (2,759) | ||
Eliminations [Member] | ||||
Current assets: | ||||
Cash | 0 | 0 | $ 0 | $ 0 |
Restricted cash | 0 | 0 | ||
Receivables, net | (14) | (15) | ||
Inventories | 0 | 0 | ||
Prepaid taxes | 0 | 0 | ||
Prepaid expenses and other | 0 | 0 | ||
Total current assets | (14) | (15) | ||
Property and equipment, at cost | (1) | (2) | ||
Accumulated depreciation | 0 | 0 | ||
Property and equipment, net | (1) | (2) | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Investments in CrossAmerica | (262) | (262) | ||
Deferred income taxes | 0 | 0 | ||
Other assets, net | (1) | (1) | ||
Total assets | (278) | (280) | ||
Current liabilities: | ||||
Current portion of debt and capital lease obligations | 0 | 0 | ||
Accounts payable | (14) | (15) | ||
Accounts payable to Valero | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Taxes other than income taxes | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | (14) | (15) | ||
Debt and capital lease obligations, less current portion | (1) | (2) | ||
Deferred income taxes | 0 | 0 | ||
Intercompany payables (receivables) | 0 | 0 | ||
Asset retirement obligations | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | (15) | (17) | ||
Commitments and contingencies | ||||
Shareholders’ equity: | ||||
Common stock | 0 | 0 | ||
APIC | 9 | 11 | ||
Treasury stock | 0 | 0 | ||
Retained earnings | 0 | 0 | ||
AOCI | 0 | 0 | ||
Partners' Capital | (780) | (802) | ||
Noncontrolling interest | 526 | 550 | ||
Total stockholders' equity | (263) | (263) | ||
Total liabilities and stockholders’ equity | (278) | (280) | ||
Acquisition-related Costs | Reportable Legal Entities [Member] | CrossAmerica [Member] | ||||
Current assets: | ||||
Property and equipment, net | 45 | 48 | ||
Intangible assets, net | 235 | 240 | ||
Goodwill | 302 | 302 | ||
Current liabilities: | ||||
Deferred income taxes | 8 | 9 | ||
Shareholders’ equity: | ||||
Noncontrolling interest | $ 574 | $ 581 |
Guarantor Subsidiaries - Cons61
Guarantor Subsidiaries - Consolidating Income Statements (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | $ (2,796) | $ (2,371) | |
Cost of sales | (2,463) | (2,034) | |
Gross profit | 333 | 337 | |
Income from CST Fuel Supply Equity | 0 | 0 | |
Operating expenses: | |||
Operating expenses | 207 | 204 | |
General and administrative expenses | 50 | 46 | |
Depreciation, amortization and accretion expense | 64 | 61 | |
Total operating expenses | 321 | 311 | |
Gain on the sale of assets, net | 0 | ||
Operating (loss) Income | 12 | 26 | |
Other income, net | 2 | 10 | |
Interest expense | (18) | (15) | |
Intercompany interest income (expense) | 0 | 0 | |
Equity in earnings from CrossAmerica | 0 | 0 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Income (loss) before income tax expense | (4) | 21 | |
Income tax expense (benefit) | (1) | 9 | |
Net income (loss) | (3) | 12 | |
Net income (loss) attributable to noncontrolling interest | 6 | 7 | |
Net income (loss) attributable to CST stockholders | 3 | 19 | |
Foreign currency translation adjustment | 4 | 15 | |
Comprehensive income (loss) | 1 | 27 | |
Comprehensive loss attributable to noncontrolling interests | 6 | 7 | |
Comprehensive income (loss) attributable to CST stockholders | 7 | 34 | |
CrossAmerica [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Income from CST Fuel Supply Equity | 4 | 4 | |
Corporate, Non-Segment [Member] | Parent Company [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Income from CST Fuel Supply Equity | 0 | 0 | |
Operating expenses: | |||
Operating expenses | 0 | 0 | |
General and administrative expenses | 1 | 1 | |
Depreciation, amortization and accretion expense | 0 | 0 | |
Total operating expenses | 1 | 1 | |
Gain on the sale of assets, net | 0 | ||
Operating (loss) Income | (1) | (1) | |
Other income, net | 0 | 0 | |
Interest expense | (11) | (11) | |
Intercompany interest income (expense) | 1 | 1 | |
Equity in earnings from CrossAmerica | (1) | (1) | |
Equity in earnings of subsidiaries | 15 | 30 | |
Income (loss) before income tax expense | 3 | 18 | |
Income tax expense (benefit) | 0 | (1) | |
Net income (loss) | 3 | 19 | |
Net income (loss) attributable to noncontrolling interest | 0 | 0 | |
Net income (loss) attributable to CST stockholders | 3 | 19 | |
Foreign currency translation adjustment | 4 | 15 | |
Comprehensive income (loss) | 7 | 34 | |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | |
Comprehensive income (loss) attributable to CST stockholders | 7 | 34 | |
Reportable Legal Entities [Member] | Guarantor Subsidiaries | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | (1,546) | (1,360) | |
Cost of sales | (1,344) | (1,143) | |
Gross profit | 202 | 217 | |
Income from CST Fuel Supply Equity | 0 | 0 | |
Operating expenses: | |||
Operating expenses | 141 | 142 | |
General and administrative expenses | 39 | 33 | |
Depreciation, amortization and accretion expense | 33 | 29 | |
Total operating expenses | 213 | 204 | |
Gain on the sale of assets, net | 0 | ||
Operating (loss) Income | (11) | 13 | |
Other income, net | 2 | 1 | |
Interest expense | 0 | 0 | |
Intercompany interest income (expense) | 0 | 0 | |
Equity in earnings from CrossAmerica | 0 | 0 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Income (loss) before income tax expense | (9) | 14 | |
Income tax expense (benefit) | (5) | 4 | |
Net income (loss) | (4) | 10 | |
Net income (loss) attributable to noncontrolling interest | 0 | 0 | |
Net income (loss) attributable to CST stockholders | (4) | 10 | |
Foreign currency translation adjustment | 0 | 0 | |
Comprehensive income (loss) | (4) | 10 | |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | |
Comprehensive income (loss) attributable to CST stockholders | (4) | 10 | |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | (821) | (674) | |
Cost of sales | (727) | (591) | |
Gross profit | 94 | 83 | |
Income from CST Fuel Supply Equity | 0 | 0 | |
Operating expenses: | |||
Operating expenses | 55 | 51 | |
General and administrative expenses | 4 | 5 | |
Depreciation, amortization and accretion expense | 9 | 10 | |
Total operating expenses | 68 | 66 | |
Gain on the sale of assets, net | 1 | ||
Operating (loss) Income | 26 | 18 | |
Other income, net | 1 | 10 | |
Interest expense | 0 | 0 | |
Intercompany interest income (expense) | (1) | (1) | |
Equity in earnings from CrossAmerica | 0 | 0 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Income (loss) before income tax expense | 26 | 27 | |
Income tax expense (benefit) | 7 | 7 | |
Net income (loss) | 19 | 20 | |
Net income (loss) attributable to noncontrolling interest | 0 | 0 | |
Net income (loss) attributable to CST stockholders | 19 | 20 | |
Foreign currency translation adjustment | 0 | 0 | |
Comprehensive income (loss) | 19 | 20 | |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | |
Comprehensive income (loss) attributable to CST stockholders | 19 | 20 | |
Reportable Legal Entities [Member] | CST Standalone [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | (2,367) | (2,034) | |
Cost of sales | (2,071) | (1,734) | |
Gross profit | 296 | 300 | |
Income from CST Fuel Supply Equity | 0 | 0 | |
Operating expenses: | |||
Operating expenses | 196 | 193 | |
General and administrative expenses | 44 | 39 | |
Depreciation, amortization and accretion expense | 42 | 39 | |
Total operating expenses | 282 | 271 | |
Gain on the sale of assets, net | 1 | ||
Operating (loss) Income | 14 | 30 | |
Other income, net | 3 | 11 | |
Interest expense | (11) | (11) | |
Intercompany interest income (expense) | 0 | 0 | |
Equity in earnings from CrossAmerica | (1) | (1) | |
Equity in earnings of subsidiaries | 0 | 0 | |
Income (loss) before income tax expense | 5 | 29 | |
Income tax expense (benefit) | 2 | 10 | |
Net income (loss) | 3 | 19 | |
Net income (loss) attributable to noncontrolling interest | 0 | 0 | |
Net income (loss) attributable to CST stockholders | 3 | 19 | |
Foreign currency translation adjustment | 4 | 15 | |
Comprehensive income (loss) | 7 | 34 | |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | |
Comprehensive income (loss) attributable to CST stockholders | 7 | 34 | |
Reportable Legal Entities [Member] | CrossAmerica [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | (469) | (367) | |
Cost of sales | (432) | (330) | |
Gross profit | 37 | 37 | |
Income from CST Fuel Supply Equity | 4 | 4 | |
Operating expenses: | |||
Operating expenses | 15 | 15 | |
General and administrative expenses | 6 | 7 | |
Depreciation, amortization and accretion expense | [1] | 22 | 22 |
Total operating expenses | 43 | 44 | |
Gain on the sale of assets, net | (1) | ||
Operating (loss) Income | (2) | (4) | |
Other income, net | 0 | 0 | |
Interest expense | (7) | (4) | |
Intercompany interest income (expense) | 0 | 0 | |
Equity in earnings from CrossAmerica | 0 | 0 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Income (loss) before income tax expense | (9) | (8) | |
Income tax expense (benefit) | (3) | (1) | |
Net income (loss) | (6) | (7) | |
Net income (loss) attributable to noncontrolling interest | 5 | 6 | |
Net income (loss) attributable to CST stockholders | (1) | (1) | |
Foreign currency translation adjustment | 0 | 0 | |
Comprehensive income (loss) | (6) | (7) | |
Comprehensive loss attributable to noncontrolling interests | 5 | 6 | |
Comprehensive income (loss) attributable to CST stockholders | (1) | (1) | |
CST Eliminations | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Income from CST Fuel Supply Equity | 0 | 0 | |
Operating expenses: | |||
Operating expenses | 0 | 0 | |
General and administrative expenses | 0 | 0 | |
Depreciation, amortization and accretion expense | 0 | ||
Total operating expenses | 0 | 0 | |
Gain on the sale of assets, net | 0 | ||
Operating (loss) Income | 0 | 0 | |
Other income, net | 0 | 0 | |
Interest expense | 0 | 0 | |
Intercompany interest income (expense) | 0 | 0 | |
Equity in earnings from CrossAmerica | 0 | 0 | |
Equity in earnings of subsidiaries | (15) | (30) | |
Income (loss) before income tax expense | (15) | (30) | |
Income tax expense (benefit) | 0 | 0 | |
Net income (loss) | (15) | (30) | |
Net income (loss) attributable to noncontrolling interest | 0 | 0 | |
Net income (loss) attributable to CST stockholders | (15) | (30) | |
Foreign currency translation adjustment | 0 | 0 | |
Comprehensive income (loss) | (15) | (30) | |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | |
Comprehensive income (loss) attributable to CST stockholders | (15) | (30) | |
Eliminations [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | 40 | 30 | |
Cost of sales | 40 | 30 | |
Gross profit | 0 | 0 | |
Income from CST Fuel Supply Equity | (4) | (4) | |
Operating expenses: | |||
Operating expenses | (4) | (4) | |
General and administrative expenses | 0 | 0 | |
Depreciation, amortization and accretion expense | 0 | 0 | |
Total operating expenses | (4) | (4) | |
Gain on the sale of assets, net | 0 | ||
Operating (loss) Income | 0 | 0 | |
Other income, net | (1) | (1) | |
Interest expense | 0 | 0 | |
Intercompany interest income (expense) | 0 | 0 | |
Equity in earnings from CrossAmerica | 1 | 1 | |
Equity in earnings of subsidiaries | 0 | 0 | |
Income (loss) before income tax expense | 0 | 0 | |
Net income (loss) | 0 | 0 | |
Net income (loss) attributable to noncontrolling interest | 1 | (1) | |
Net income (loss) attributable to CST stockholders | 1 | 1 | |
Foreign currency translation adjustment | 0 | 0 | |
Comprehensive income (loss) | 0 | 0 | |
Comprehensive loss attributable to noncontrolling interests | 1 | 1 | |
Comprehensive income (loss) attributable to CST stockholders | 1 | 1 | |
Fair Value Adjustments | CrossAmerica [Member] | |||
Operating expenses: | |||
Depreciation, amortization and accretion expense | 8 | ||
U.S. Retail [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | (1,540) | (1,355) | |
Gross profit | 202 | 217 | |
Operating expenses: | |||
Depreciation, amortization and accretion expense | 33 | 29 | |
Operating (loss) Income | 28 | 46 | |
Canada Retail [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Operating revenues | (821) | (674) | |
Gross profit | 94 | 83 | |
Operating expenses: | |||
Depreciation, amortization and accretion expense | 9 | 10 | |
Operating (loss) Income | $ 30 | $ 23 | |
[1] | Depreciation, amortization and accretion expense for CrossAmerica includes $9 million of additional depreciation and amortization expense related to the consolidation of CrossAmerica with CST as a result of the GP Purchase. |
Guarantor Subsidiaries - Cons62
Guarantor Subsidiaries - Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Other Comprehensive Income (Loss), Net of Tax | $ 4 | $ 15 |
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 69 | 88 |
Cash flows from investing activities: | ||
Capital expenditures | (43) | (66) |
Proceeds from sale of other assets | 2 | |
CST acquisitions, net of cash acquired | 0 | (448) |
CrossAmerica acquisitions, net of cash acquired | 0 | (53) |
Cash received from sale of dealer contracts | 0 | |
IDR Income | 0 | |
Net cash used in investing activities | (41) | (567) |
Cash flows from financing activities: | ||
Proceeds under the CrossAmerica revolving credit facility | (31) | (91) |
Payments on the CrossAmerica revolving credit facility | (24) | (26) |
Proceeds under the CST revolving credit facility | 65 | 367 |
Payments on the CST revolving credit facility | (20) | (55) |
Debt issuance cost | (1) | |
Repayment of intercompany payable | 0 | |
Intercompany loan | 0 | |
Payments on the CST term loan facility | (19) | (13) |
Repurchase of common shares and units | 0 | (3) |
Payments of capital lease obligations | 0 | (1) |
Dividends paid | 0 | (5) |
Distributions from CrossAmerica | 0 | 0 |
Distributions paid | (16) | (16) |
Intercompany funding | 0 | 0 |
Net cash provided by (used in) financing activities | 17 | 338 |
Effect of foreign currency translation changes on cash | 0 | 6 |
Net increase (decrease) in cash | 45 | (147) |
Cash at beginning of year | 137 | 314 |
Cash at end of period | 182 | 167 |
Corporate, Non-Segment [Member] | Parent Company [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (6) | (4) |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of other assets | 0 | |
CST acquisitions, net of cash acquired | 0 | |
CrossAmerica acquisitions, net of cash acquired | 0 | |
Cash received from sale of dealer contracts | 0 | |
IDR Income | 0 | |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
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 | 65 | 367 |
Payments on the CST revolving credit facility | (20) | (55) |
Debt issuance cost | (1) | |
Repayment of intercompany payable | 0 | |
Intercompany loan | 200 | |
Payments on the CST term loan facility | (19) | (13) |
Repurchase of common shares and units | 0 | |
Payments of capital lease obligations | 0 | |
Dividends paid | (5) | |
Distributions from CrossAmerica | 0 | 0 |
Distributions paid | 0 | 0 |
Intercompany funding | (20) | (489) |
Net cash provided by (used in) financing activities | 6 | 4 |
Effect of foreign currency translation changes on cash | 0 | 0 |
Net increase (decrease) in cash | 0 | 0 |
Cash at beginning of year | 0 | 0 |
Cash at end of period | 0 | 0 |
Reportable Legal Entities [Member] | Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 34 | 74 |
Cash flows from investing activities: | ||
Capital expenditures | (37) | (57) |
Proceeds from sale of other assets | 2 | |
CST acquisitions, net of cash acquired | (448) | |
CrossAmerica acquisitions, net of cash acquired | 0 | |
Cash received from sale of dealer contracts | (3) | |
IDR Income | 1 | |
Net cash used in investing activities | (35) | (501) |
Cash flows from financing activities: | ||
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 |
Debt issuance cost | 0 | |
Repayment of intercompany payable | 0 | |
Intercompany loan | 0 | |
Payments on the CST term loan facility | 0 | 0 |
Repurchase of common shares and units | 0 | |
Payments of capital lease obligations | 0 | |
Dividends paid | 0 | |
Distributions from CrossAmerica | 4 | 3 |
Distributions paid | 0 | 0 |
Intercompany funding | 20 | 488 |
Net cash provided by (used in) financing activities | 24 | 491 |
Effect of foreign currency translation changes on cash | 0 | 0 |
Net increase (decrease) in cash | 23 | 64 |
Cash at beginning of year | 94 | 66 |
Cash at end of period | 117 | 130 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 20 | 0 |
Cash flows from investing activities: | ||
Capital expenditures | (3) | (6) |
Proceeds from sale of other assets | 0 | |
CST acquisitions, net of cash acquired | 0 | |
CrossAmerica acquisitions, net of cash acquired | 0 | |
Cash received from sale of dealer contracts | 0 | |
IDR Income | 0 | |
Net cash used in investing activities | (3) | (6) |
Cash flows from financing activities: | ||
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 |
Debt issuance cost | 0 | |
Repayment of intercompany payable | (200) | |
Intercompany loan | 0 | |
Payments on the CST term loan facility | 0 | 0 |
Repurchase of common shares and units | 0 | |
Payments of capital lease obligations | 0 | |
Dividends paid | 0 | |
Distributions from CrossAmerica | 0 | 0 |
Distributions paid | 0 | 0 |
Intercompany funding | 0 | 0 |
Net cash provided by (used in) financing activities | 0 | (200) |
Effect of foreign currency translation changes on cash | 0 | 6 |
Net increase (decrease) in cash | 17 | (212) |
Cash at beginning of year | 42 | 247 |
Cash at end of period | 59 | 35 |
Reportable Legal Entities [Member] | CST Standalone [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 48 | 70 |
Cash flows from investing activities: | ||
Capital expenditures | (40) | (63) |
Proceeds from sale of other assets | 2 | |
CST acquisitions, net of cash acquired | (448) | |
CrossAmerica acquisitions, net of cash acquired | 0 | |
Cash received from sale of dealer contracts | (3) | |
IDR Income | 1 | |
Net cash used in investing activities | (38) | (507) |
Cash flows from financing activities: | ||
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 | 65 | 367 |
Payments on the CST revolving credit facility | (20) | (55) |
Debt issuance cost | (1) | |
Repayment of intercompany payable | 0 | |
Intercompany loan | 0 | |
Payments on the CST term loan facility | (19) | (13) |
Repurchase of common shares and units | 0 | |
Payments of capital lease obligations | 0 | |
Dividends paid | (5) | |
Distributions from CrossAmerica | 4 | 3 |
Distributions paid | 0 | 0 |
Intercompany funding | 0 | (1) |
Net cash provided by (used in) financing activities | 30 | 295 |
Effect of foreign currency translation changes on cash | 0 | 6 |
Net increase (decrease) in cash | 40 | (148) |
Cash at beginning of year | 136 | 313 |
Cash at end of period | 176 | 165 |
CST Eliminations | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of other assets | 0 | |
CST acquisitions, net of cash acquired | 0 | |
CrossAmerica acquisitions, net of cash acquired | 0 | |
Cash received from sale of dealer contracts | 0 | |
IDR Income | 0 | |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
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 |
Debt issuance cost | 0 | |
Repayment of intercompany payable | 200 | |
Intercompany loan | (200) | |
Payments on the CST term loan facility | 0 | 0 |
Repurchase of common shares and units | 0 | |
Payments of capital lease obligations | 0 | |
Dividends paid | 0 | |
Distributions from CrossAmerica | 0 | 0 |
Distributions paid | 0 | 0 |
Intercompany funding | 0 | 0 |
Net cash provided by (used in) financing activities | 0 | 0 |
Effect of foreign currency translation changes on cash | 0 | 0 |
Net increase (decrease) in cash | 0 | 0 |
Cash at beginning of year | 0 | 0 |
Cash at end of period | 0 | 0 |
Eliminations [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (1) | (1) |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of other assets | 0 | |
CST acquisitions, net of cash acquired | 0 | |
CrossAmerica acquisitions, net of cash acquired | 0 | |
Cash received from sale of dealer contracts | 0 | |
IDR Income | (1) | |
Net cash used in investing activities | 0 | (1) |
Cash flows from financing activities: | ||
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 |
Debt issuance cost | 0 | |
Repayment of intercompany payable | 0 | |
Intercompany loan | 0 | |
Payments on the CST term loan facility | 0 | 0 |
Repurchase of common shares and units | 0 | |
Payments of capital lease obligations | 0 | |
Dividends paid | 0 | |
Distributions from CrossAmerica | (4) | (3) |
Distributions paid | 5 | 4 |
Intercompany funding | 0 | 1 |
Net cash provided by (used in) financing activities | 1 | 2 |
Effect of foreign currency translation changes on cash | 0 | 0 |
Net increase (decrease) in cash | 0 | 0 |
Cash at beginning of year | 0 | 0 |
Cash at end of period | 0 | 0 |
CrossAmerica [Member] | ||
Cash flows from investing activities: | ||
IDR Income | 1 | 1 |
Cash flows from financing activities: | ||
Distributions paid | (4) | (4) |
Cash at beginning of year | 1 | |
Cash at end of period | 6 | |
CrossAmerica [Member] | Reportable Legal Entities [Member] | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 22 | 19 |
Cash flows from investing activities: | ||
Capital expenditures | (3) | (3) |
Proceeds from sale of other assets | 0 | |
CST acquisitions, net of cash acquired | 0 | |
CrossAmerica acquisitions, net of cash acquired | (53) | |
Cash received from sale of dealer contracts | (3) | |
IDR Income | 0 | |
Net cash used in investing activities | (3) | (59) |
Cash flows from financing activities: | ||
Proceeds under the CrossAmerica revolving credit facility | (31) | (91) |
Payments on the CrossAmerica revolving credit facility | (24) | (26) |
Proceeds under the CST revolving credit facility | 0 | 0 |
Payments on the CST revolving credit facility | 0 | 0 |
Debt issuance cost | 0 | |
Repayment of intercompany payable | 0 | |
Intercompany loan | 0 | |
Payments on the CST term loan facility | 0 | 0 |
Repurchase of common shares and units | (3) | |
Payments of capital lease obligations | (1) | |
Dividends paid | 0 | |
Distributions from CrossAmerica | 0 | 0 |
Distributions paid | (21) | (20) |
Intercompany funding | 0 | 0 |
Net cash provided by (used in) financing activities | (14) | 41 |
Effect of foreign currency translation changes on cash | 0 | 0 |
Net increase (decrease) in cash | 5 | 1 |
Cash at beginning of year | 1 | 1 |
Cash at end of period | $ 6 | $ 2 |