Guarantor Subsidiaries | Guarantor Subsidiaries Certain of the Company’s 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guarantee, on a joint and several basis, certain of the outstanding indebtedness of the Company, including the 6.00% senior notes due 2023. The following consolidating and/or combining schedules present financial information on a consolidated and combined basis in conformity with the SEC’s Regulation S-X Rule 3-10(d): CONSOLIDATING BALANCE SHEET (Thousands of dollars) December 31, 2015 Assets Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 102,335 $ — $ — $ — $ 102,335 Accounts receivable—trade, less allowance for doubtful accounts of $1,963 in 2015 — 136,253 — — — 136,253 Inventories, at lower of cost or market — 155,906 — — — 155,906 Prepaid expenses and other current assets — 41,173 — — — 41,173 Current assets held for sale — — — — — — Total current assets — 435,667 — — — 435,667 Property, plant and equipment, at cost less accumulated depreciation and amortization of $724,486 in 2015 — 1,369,318 — — — 1,369,318 Restricted cash — 68,571 — — — 68,571 Investments in subsidiaries 1,756,617 144,921 — — (1,901,538 ) — Other assets — 12,685 — — — 12,685 Deferred tax assets — — — — — — Noncurrent assets held for sale — — — — — — Total assets $ 1,756,617 $ 2,031,162 $ — $ — $ (1,901,538 ) $ 1,886,241 Liabilities and Stockholders' Equity Current liabilities Current maturities of long-term debt $ — $ 222 $ — $ — $ — $ 222 Inter-company accounts payable 300,044 (93,644 ) (52,062 ) (154,338 ) — — Trade accounts payable and accrued liabilities — 390,341 — — — 390,341 Income taxes payable — — — — — — Deferred income taxes — 1,729 — — — 1,729 Current liabilities held for sale — — — — — — Total current liabilities 300,044 298,648 (52,062 ) (154,338 ) — 392,292 Long-term debt, including capitalized lease obligations — 490,160 — — — 490,160 Deferred income taxes — 161,236 — — — 161,236 Asset retirement obligations — 24,345 — — — 24,345 Deferred credits and other liabilities — 25,918 — — — 25,918 Total liabilities 300,044 1,000,307 (52,062 ) (154,338 ) — 1,093,951 Stockholders' Equity Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding) — — — — — — Common Stock, par $0.01 (authorized 200,000,000 shares, 46,767,164 shares issued at December 31, 2015) 468 1 60 — (61 ) 468 Treasury stock (5,088,434 shares held at December 31, 2015) (294,139 ) — — — — (294,139 ) Additional paid in capital (APIC) 1,222,465 564,554 52,004 87,543 (1,368,384 ) 558,182 Retained earnings 527,779 466,300 (2 ) 66,795 (533,093 ) 527,779 Total stockholders' equity 1,456,573 1,030,855 52,062 154,338 (1,901,538 ) 792,290 Total liabilities and stockholders' equity $ 1,756,617 $ 2,031,162 $ — $ — $ (1,901,538 ) $ 1,886,241 CONSOLIDATING BALANCE SHEET (Thousands of dollars) December 31, 2014 Assets Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 327,163 $ — $ — $ — $ 327,163 Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2013 — 138,466 — — — 138,466 Inventories, at lower of cost or market — 157,046 — — — 157,046 Prepaid expenses and other current assets — 11,710 — — — 11,710 Current assets held for sale — — — 56,328 — 56,328 Total current assets — 634,385 — 56,328 — 690,713 Property, plant and equipment, at cost less accumulated depreciation and amortization of $663,067 in 2014 — 1,248,081 — — — 1,248,081 Investments in subsidiaries 1,580,277 177,263 — — (1,757,540 ) — Other assets — 10,543 — — — 10,543 Deferred tax assets — — — — — — Noncurrent assets held for sale — — — — — — Total assets $ 1,580,277 $ 2,070,272 $ — $ 56,328 $ (1,757,540 ) $ 1,949,337 Liabilities and Stockholders' Equity Current liabilities Current maturities of long-term debt $ — $ — $ — $ — $ — $ — Inter-company accounts payable 51,348 82,528 (52,077 ) (81,799 ) — — Trade accounts payable and accrued liabilities — 381,271 — — — 381,271 Income taxes payable — 18,348 14 — — 18,362 Deferred income taxes — 522 — — — 522 Current liabilities held for sale — — — 12,925 — 12,925 Total current liabilities 51,348 482,669 (52,063 ) (68,874 ) — 413,080 Long-term debt, including capitalized lease obligations — 488,250 — — — 488,250 Deferred income taxes — 137,882 — — — 137,882 Asset retirement obligations — 22,245 — — — 22,245 Deferred credits and other liabilities — 29,175 — — — 29,175 Total liabilities 51,348 1,160,221 (52,063 ) (68,874 ) — 1,090,632 Stockholders' Equity Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding) — — — — — — Common Stock, par $0.01 (authorized 200,000,000 shares, 46,767,164 shares issued at December 31, 2014) 468 1 60 — (61 ) 468 Treasury stock (1,056,689 shares held at December 31, 2014) (51,073 ) — — — — (51,073 ) Additional paid in capital (APIC) 1,228,095 558,611 52,004 35,677 (1,316,516 ) 557,871 Retained earnings 351,439 351,439 (1 ) 89,525 (440,963 ) 351,439 Total stockholders' equity 1,528,929 910,051 52,063 125,202 (1,757,540 ) 858,705 Total liabilities and stockholders' equity $ 1,580,277 $ 2,070,272 $ — $ 56,328 $ (1,757,540 ) $ 1,949,337 CONSOLIDATING INCOME STATEMENT (Thousands of dollars) Year ended December 31, 2015 Revenues Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated and Combined Petroleum product sales $ — $ 10,424,855 $ — $ — $ (120,166 ) $ 10,304,689 Merchandise sales — 2,273,888 — — — 2,273,888 Other operating revenues — 120,834 — — — 120,834 Total revenues — 12,819,577 — — (120,166 ) 12,699,411 Costs and operating expenses Petroleum product cost of goods sold — 9,914,641 — — (120,166 ) 9,794,475 Merchandise cost of goods sold — 1,946,423 — — — 1,946,423 Station and other operating expenses — 486,383 — — — 486,383 Depreciation and amortization — 86,568 — — — 86,568 Selling, general and administrative — 129,276 1 — — 129,277 Accretion of asset retirement obligations — 1,521 — — — 1,521 Total costs and operating expenses — 12,564,812 1 — (120,166 ) 12,444,647 Income (loss) from operations — 254,765 (1 ) — — 254,764 Other income (expense) Interest income — 2,177 — — — 2,177 Interest expense — (33,531 ) — — — (33,531 ) Loss on sale of assets — (4,658 ) — — — (4,658 ) Other nonoperating expense — (463 ) — — — (463 ) Total other income (expense) — (36,475 ) — — — (36,475 ) Income (loss) from continuing operations before income taxes — 218,290 (1 ) — — 218,289 Income tax expense — 80,698 — — — 80,698 Income (loss) from continuing operations — 137,592 (1 ) — — 137,591 Income from discontinued operations, net of income taxes — — — 38,749 — 38,749 Equity earnings in affiliates, net of tax 176,340 (22,731 ) — (61,479 ) (92,130 ) — Net Income (Loss) $ 176,340 $ 114,861 $ (1 ) $ (22,730 ) $ (92,130 ) $ 176,340 CONSOLIDATING INCOME STATEMENT (Thousands of dollars) Year ended December 31, 2014 Revenues Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated and Combined Petroleum product sales $ — $ 14,911,658 $ — $ — $ (183,131 ) $ 14,728,527 Merchandise sales — 2,161,378 — — — 2,161,378 Other operating revenues — 96,109 — — — 96,109 Total revenues — 17,169,145 — — (183,131 ) 16,986,014 Costs and operating expenses Petroleum product cost of goods sold — 14,257,710 — — (183,131 ) 14,074,579 Merchandise cost of goods sold — 1,859,732 — — — 1,859,732 Station and other operating expenses — 486,762 — — — 486,762 Depreciation and amortization — 79,087 — — — 79,087 Selling, general and administrative — 119,265 1 — — 119,266 Accretion of asset retirement obligations — 1,200 — — — 1,200 Total costs and operating expenses — 16,803,756 1 — (183,131 ) 16,620,626 Income (loss) from operations — 365,389 (1 ) — — 365,388 Other income (expense) Interest income — 244 — — — 244 Interest expense — (36,646 ) — — — (36,646 ) Gain on sale of assets — 194 — — — 194 Other nonoperating income — 10,166 — — — 10,166 Total other income (expense) — (26,042 ) — — — (26,042 ) Income (loss) from continuing operations before income taxes — 339,347 (1 ) — — 339,346 Income tax expense — 116,386 — — — 116,386 Income (loss) from continuing operations — 222,961 (1 ) — — 222,960 Income from discontinued operations, net of income taxes — — — 20,903 — 20,903 Equity earnings in affiliates, net of tax 351,439 89,524 — — (440,963 ) — Net Income (Loss) $ 351,439 $ 312,485 $ (1 ) $ 20,903 $ (440,963 ) $ 243,863 CONSOLIDATED AND COMBINING INCOME STATEMENT (Thousands of dollars) Year ended December 31, 2013 Revenues Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined Petroleum product sales $ 15,766,752 $ — $ — $ (206,435 ) $ 15,560,317 Merchandise sales 2,159,466 — — — 2,159,466 Other operating revenues 94,298 — — — 94,298 Total revenues 18,020,516 — — (206,435 ) 17,814,081 Costs and operating expenses Petroleum product cost of goods sold 15,216,390 — — (206,435 ) 15,009,955 Merchandise cost of goods sold 1,877,630 — — — 1,877,630 Station and other operating expenses 460,476 — — — 460,476 Depreciation and amortization 74,053 — — — 74,053 Selling, general and administrative 129,430 1 — — 129,431 Accretion of asset retirement obligations 1,096 — — — 1,096 Total costs and operating expenses 17,759,075 1 — (206,435 ) 17,552,641 Income (loss) from operations 261,441 (1 ) — — 261,440 Other income (expense) Interest income 1,099 — — — 1,099 Interest expense (14,509 ) — — — (14,509 ) Gain on sale of assets 5,995 — — — 5,995 Other nonoperating income 169 — — — 169 Total other income (expense) (7,246 ) — — — (7,246 ) Income (loss) from continuing operations before income taxes 254,195 (1 ) — — 254,194 Income tax expense 100,059 — — — 100,059 Income (loss) from continuing operations 154,136 (1 ) — — 154,135 Income from discontinued operations, net of income taxes — — 80,898 — 80,898 Equity earnings in affiliates, net of tax — — — — — Net Income (Loss) $ 154,136 $ (1 ) $ 80,898 $ — $ 235,033 CONSOLIDATING STATEMENT OF CASH FLOW (Thousands of dollars) Year ended December 31, 2015 Operating Activities Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated and Combined Net income (loss) $ 176,340 $ 114,861 $ (1 ) $ (22,730 ) $ (92,130 ) $ 176,340 Adjustments to reconcile net income (loss) to net cash provided by operating activities Income from discontinued operations, net of tax — — — (38,749 ) — (38,749 ) Depreciation and amortization — 86,568 — — — 86,568 Deferred and noncurrent income tax charges (credits) — 40,556 — — — 40,556 Accretion on discounted liabilities — 1,521 — — — 1,521 Pretax losses from sale of assets — 4,658 — — — 4,658 Net decrease (increase) in noncash operating working capital — (46,586 ) — — — (46,586 ) Equity in earnings (176,340 ) 22,731 — 61,479 92,130 — Other operating activities - net — 9,417 — — — 9,417 Net cash provided by (used in) continuing operations — 233,726 (1 ) — — 233,725 Net cash used in discontinued operations — — — (17,887 ) — (17,887 ) Net cash provided by (used in) operating activities — 233,726 (1 ) (17,887 ) — 215,838 Investing Activities Property additions — (205,225 ) — — — (205,225 ) Proceeds from sale of assets — 729 — — — 729 Changes in restricted cash — (68,571 ) — — — (68,571 ) Other investing activities - net — (2,889 ) — — — (2,889 ) Sales proceeds — — — 93,765 — 93,765 Other — — — (7,443 ) — (7,443 ) Net cash provided by (required by) investing activities — (275,956 ) — 86,322 — (189,634 ) Financing Activities Purchase of treasury stock (248,695 ) — — — — (248,695 ) Repayments of long-term debt — (146 ) — — — (146 ) Additions to long-term debt — — — — — — Debt issuance costs — (58 ) — — — (58 ) Amounts related to share-based compensation — (3,075 ) — — — (3,075 ) Net distributions to parent 248,695 (179,319 ) 1 (69,377 ) — — Net cash provided by (required by) financing activities — (182,598 ) 1 (69,377 ) — (251,974 ) Net increase (decrease) in cash and cash equivalents — (224,828 ) — (942 ) — (225,770 ) Cash and cash equivalents at January 1 — 327,163 — 942 — 328,105 Cash and cash equivalents at December 31 $ — $ 102,335 $ — $ — $ — $ 102,335 Less: Cash and cash equivalents held for sale — — — — — — Cash and cash equivalents of continuing operations at December 31 $ — $ 102,335 $ — $ — $ — $ 102,335 CONSOLIDATING STATEMENT OF CASH FLOWS (Thousands of dollars) Year ended December 31, 2014 Operating Activities Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated and Combined Net income (loss) $ 351,439 $ 312,485 $ (1 ) $ 20,903 $ (440,963 ) $ 243,863 Adjustments to reconcile net income (loss) to net cash provided by operating activities Income from discontinued operations, net of tax — — — (20,903 ) — (20,903 ) Depreciation and amortization — 79,087 — — — 79,087 Deferred and noncurrent income tax charges (credits) — (4,403 ) — — — (4,403 ) Accretion on discounted liabilities — 1,200 — — — 1,200 Pretax gains from sale of assets — (194 ) — — — (194 ) Net decrease (increase) in noncash operating working capital — (36,475 ) — — — (36,475 ) Equity in earnings (351,439 ) (89,524 ) — — 440,963 — Other operating activities - net — 14,531 — — — 14,531 Net cash provided by (used in) continuing operations — 276,707 (1 ) — — 276,706 Net cash provided by discontinued operations — — — 28,876 — 28,876 Net cash provided by (used in) operating activities — 276,707 (1 ) 28,876 — 305,582 Investing Activities Property additions — (135,339 ) — — — (135,339 ) Proceeds from sale of assets — 376 — — — 376 Other investing activities - net — (10,631 ) — — — (10,631 ) Sales proceeds — — — 1,097 — 1,097 Other — — — (4,918 ) — (4,918 ) Net cash required by investing activities — (145,594 ) — (3,821 ) — (149,415 ) Financing Activities Purchase of treasury stock (51,348 ) — — — — (51,348 ) Repayments of long-term debt — (70,000 ) — — — (70,000 ) Additions to long-term debt — — — — — — Debt issuance costs — (875 ) — — — (875 ) Amounts related to share-based compensation — (580 ) — — — (580 ) Net distributions to parent 51,348 (27,236 ) 1 (24,113 ) — — Net cash provided by (required by) financing activities — (98,691 ) 1 (24,113 ) — (122,803 ) Net increase in cash and cash equivalents — 32,422 — 942 — 33,364 Cash and cash equivalents at January 1 — 294,741 — — — 294,741 Cash and cash equivalents at December 31 $ — $ 327,163 $ — $ 942 $ — $ 328,105 Less: Cash and cash equivalents held for sale — — — 942 — 942 Cash and cash equivalents of continuing operations at December 31 $ — $ 327,163 $ — $ — $ — $ 327,163 CONSOLIDATED AND COMBINING STATEMENT OF CASH FLOW (Thousands of dollars) Year ended December 31, 2013 Operating Activities Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined Net income (loss) $ — $ 154,136 $ (1 ) $ 80,898 $ — $ 235,033 Adjustments to reconcile net income to net cash provided by operating activities Income from discontinued operations, net of tax — — — (80,898 ) — (80,898 ) Depreciation and amortization — 74,053 — — — 74,053 Deferred and noncurrent income tax charges (credits) — (11,568 ) — — — (11,568 ) Accretion on discounted liabilities — 1,096 — — — 1,096 Pretax gains from sale of assets — (5,995 ) — — — (5,995 ) Net decrease (increase) in noncash operating working capital — 51,204 — — — 51,204 Equity in earnings — — — — — — Other operating activities - net — 13,215 — — — 13,215 Net cash provided by (used in) continuing operations — 276,141 (1 ) — — 276,140 Net cash provided by discontinued operations — — — 80,558 — 80,558 Net cash provided by (used in) operating activities — 276,141 (1 ) 80,558 — 356,698 Investing Activities Property additions — (163,303 ) — — — (163,303 ) Proceeds from sale of assets — 6,113 — — — 6,113 Other investing activities - net — 52 — — — 52 Sales proceeds — — — 173,118 — 173,118 Other — — — (3,088 ) — (3,088 ) Net cash provided by (required by) investing activities — (157,138 ) — 170,030 — 12,892 Financing Activities Purchase of treasury stock — — — — — — Repayments of long-term debt — (80,000 ) — (1,170 ) — (81,170 ) Additions to long-term debt — 641,250 — — — 641,250 Cash dividend to former parent — (650,000 ) — — — (650,000 ) Debt issuance costs — (6,693 ) — — — (6,693 ) Amounts related to share-based compensation — — — — — — Net distributions to former parent — 213,808 1 (249,418 ) — (35,609 ) Net cash provided by (required by) financing activities — 118,365 1 (250,588 ) — (132,222 ) Net increase in cash and cash equivalents — 237,368 — — — 237,368 Cash and cash equivalents at January 1 — 57,373 — — — 57,373 Cash and cash equivalents at December 31 $ — $ 294,741 $ — $ — $ — $ 294,741 Less: Cash and cash equivalents held for sale — — — — — — Cash and cash equivalents of continuing operations at December 31 $ — $ 294,741 $ — $ — $ — $ 294,741 CONSOLIDATING STATEMENT OF CHANGES IN EQUITY (Thousands of dollars) Year ended December 31, 2015 Statement of Stockholders' Equity Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined Common Stock Balance as of December 31, 2014 $ 468 $ 1 $ 60 $ — $ (61 ) $ 468 Issuance of common stock — — — — — — Balance as of December 31, 2015 $ 468 $ 1 $ 60 $ — $ (61 ) $ 468 Treasury Stock Balance as of December 31, 2014 $ (51,073 ) $ — $ — $ — $ — $ (51,073 ) Issuance of common stock 5,629 — — — — 5,629 Repurchase of common stock (248,695 ) — — — — (248,695 ) Balance as of December 31, 2015 $ (294,139 ) $ — $ — $ — $ — $ (294,139 ) APIC Balance as of December 31, 2014 $ 1,228,095 $ 558,611 $ 52,004 $ 35,677 $ (1,316,516 ) $ 557,871 Issuance of common stock (5,629 ) — — — — (5,629 ) Amounts related to share-based compensation — (3,075 ) — — — (3,075 ) Reclassification of equity — — — 51,866 (51,866 ) — Share-based compensation expense — 9,015 — — — 9,015 Balance as of December 31, 2015 $ 1,222,466 $ 564,551 $ 52,004 $ 87,543 $ (1,368,382 ) $ 558,182 Retained Earnings Balance as of December 31, 2014 $ 351,439 $ 351,439 $ (1 ) $ 89,525 $ (440,963 ) $ 351,439 Net income 176,340 114,861 (1 ) (22,730 ) (92,130 ) 176,340 Balance as of December 31, 2015 $ 527,779 $ 466,300 $ (2 ) $ 66,795 $ (533,093 ) $ 527,779 CONSOLIDATING STATEMENTS OF CHANGES IN EQUITY (Thousands of dollars) Year ended December 31, 2014 Statement of Stockholders' Equity Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined Common Stock Balance as of December 31, 2013 $ 467 $ 1 $ 60 $ — $ (61 ) $ 467 Issuance of common stock 1 — — — — 1 Balance as of December 31, 2014 $ 468 $ 1 $ 60 $ — $ (61 ) $ 468 Treasury Stock Balance as of December 31, 2013 $ — $ — $ — $ — $ — $ — Issuance of common stock 275 — — — — 275 Repurchase of common stock (51,348 ) — — — — (51,348 ) Balance as of December 31, 2014 $ (51,073 ) $ — $ — $ — $ — $ (51,073 ) APIC Balance as of December 31, 2013 $ 1,228,370 $ 548,758 $ 52,004 $ 35,677 $ (1,316,516 ) $ 548,293 Issuance of common stock (275 ) — — — — (275 ) Amounts related to share-based compensation — (582 ) — — — (582 ) Share-based compensation expense — 10,435 — — — 10,435 Balance as of December 31, 2014 $ 1,228,095 $ 558,611 $ 52,004 $ 35,677 $ (1,316,516 ) $ 557,871 Retained Earnings Balance as of December 31, 2013 $ — $ 38,954 $ — $ 68,622 $ — $ 107,576 Net income 351,439 312,485 (1 ) 20,903 (440,963 ) 243,863 Balance as of December 31, 2014 $ 351,439 $ 351,439 $ (1 ) $ 89,525 $ (440,963 ) $ 351,439 CONSOLIDATED AND COMBINING STATEMENTS OF CHANGES IN EQUITY (Thousands of dollars) Year ended December 31, 2013 Statement of Stockholders' Equity/Net Parent Investment Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined Common Stock Balance as of December 31, 2012 $ — $ — $ — $ — $ — $ — Issuance of stock at the separation and distribution 467 1 60 — (61 ) 467 Balance as of December 31, 2013 $ 467 $ 1 $ 60 $ — $ (61 ) $ 467 Treasury Stock Balance as of December 31, 2012 $ — $ — $ — $ — $ — $ — Issuance of common stock — — — — — — Repurchase of common stock — — — — — — Balance as of December 31, 2013 $ — $ — $ — $ — $ — $ — APIC Balance as of December 31, 2012 $ — $ — $ — $ — $ — $ — Issuance of stock at the separation and distribution — (467 ) — — — (467 ) Amounts related to share-based compensation — — — — — — Reclassification of net parent investment to APIC 1,228,370 546,311 52,004 35,677 (1,316,516 ) 545,846 Share-based compensation expense — 2,914 — — — 2,914 Balance as of December 31, 2013 $ 1,228,370 $ 548,758 $ 52,004 $ 35,677 $ (1,316,516 ) $ 548,293 Net Parent Investment Balance as of December 31, 2012 $ — $ 1,123,467 $ 53,895 $ 117,550 $ (190,461 ) $ 1,104,451 Net income — 114,668 — 12,789 — 127,457 Dividend paid to former parent — (650,000 ) — — — (650,000 ) Net transfers to/between former parent — (36,062 ) — — — (36,062 ) Reclassification of net parent investment to APIC — (552,073 ) (53,895 ) (130,339 ) 190,461 (545,846 ) Balance as of December 31, 2013 $ — $ — $ — $ — $ — $ — Retained Earnings Balance as of December 31, 2012 $ — $ — $ — $ — $ — $ — Net income — 38,954 — 68,622 — 107,576 Balance as of December 31, 2013 $ — $ 38,954 $ — $ 68,622 $ — $ 107,576 |