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 schedules present financial information on a consolidated basis in conformity with the SEC’s Regulation S-X Rule 3-10(d): CONSOLIDATING BALANCE SHEET (unaudited) (Thousands of dollars) March 31, 2016 Assets Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 195,701 $ — $ — $ — $ 195,701 Accounts receivable—trade, less allowance for doubtful accounts of $1,982 in 2016 — 128,120 — — — 128,120 Inventories, at lower of cost or market — 155,450 — — — 155,450 Prepaid expenses and other current assets — 11,320 — — — 11,320 Total current assets — 490,591 — — — 490,591 Property, plant and equipment, at cost less accumulated depreciation and amortization of $714,150 in 2016 — 1,385,337 — — — 1,385,337 Restricted cash — 130,932 — — — 130,932 Investments in subsidiaries 1,842,491 144,920 — — (1,987,411 ) — Other assets — 13,675 — — — 13,675 Total assets $ 1,842,491 $ 2,165,455 $ — $ — $ (1,987,411 ) $ 2,020,535 Liabilities and Stockholders' Equity Current liabilities Current maturities of long-term debt $ — $ 30,295 $ — $ — $ — $ 30,295 Inter-company accounts payable 450,054 (243,641 ) (52,075 ) (154,338 ) — — Trade accounts payable and accrued liabilities — 356,871 — — — 356,871 Income taxes payable — 12,873 14 — — 12,887 Deferred income taxes — — — — — — Total current liabilities 450,054 156,398 (52,061 ) (154,338 ) — 400,053 Long-term debt, including capitalized lease obligations — 657,766 — — — 657,766 Deferred income taxes — 191,820 — — 191,820 Asset retirement obligations — 24,635 — — — 24,635 Deferred credits and other liabilities — 20,647 — — — 20,647 Total liabilities 450,054 1,051,266 (52,061 ) (154,338 ) — 1,294,921 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 March 31, 2016) 468 1 60 — (61 ) 468 Treasury Stock (7,370,615 shares held at March 31, 2016) (438,058 ) — — — — (438,058 ) Additional paid in capital (APIC) 1,216,374 562,014 52,004 87,543 (1,368,384 ) 549,551 Retained earnings 613,653 552,174 (3 ) 66,795 (618,966 ) 613,653 Total stockholders' equity 1,392,437 1,114,189 52,061 154,338 (1,987,411 ) 725,614 Total liabilities and stockholders' equity $ 1,842,491 $ 2,165,455 $ — $ — $ (1,987,411 ) $ 2,020,535 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 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 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 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 INCOME STATEMENT (unaudited) (Thousands of dollars) Three Months Ended March 31, 2016 Revenues Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Petroleum product sales $ — $ 1,888,284 $ — $ — $ — $ 1,888,284 Merchandise sales — 561,737 — — — 561,737 Other operating revenues — 40,241 — — — 40,241 Total revenues $ — $ 2,490,262 $ — $ — $ — $ 2,490,262 Costs and Operating Expenses Petroleum product cost of goods sold — 1,783,129 — — — 1,783,129 Merchandise cost of goods sold — 475,802 — — — 475,802 Station and other operating expenses — 116,774 — — — 116,774 Depreciation and amortization — 23,486 — — — 23,486 Selling, general and administrative — 31,502 1 — — 31,503 Accretion of asset retirement obligations — 413 — — — 413 Total costs and operating expenses — 2,431,106 1 — — 2,431,107 Income (loss) from operations $ — $ 59,156 $ (1 ) $ — $ — $ 59,155 Other income (expense) Interest income — 80 — — — 80 Interest expense — (9,388 ) — — — (9,388 ) Gain on sale of assets — 89,465 — — — 89,465 Other nonoperating income — 33 — — — 33 Total other income (expense) $ — $ 80,190 $ — $ — $ — $ 80,190 Income (loss) from continuing operations before income taxes — 139,346 (1 ) — — 139,345 Income tax expense — 53,471 — — — 53,471 Income (loss) from continuing operations — 85,875 (1 ) — — 85,874 Income from discontinued operations, net of taxes — — — — — — Equity earnings in affiliates, net of tax 85,874 (1 ) — — (85,873 ) — Net Income (Loss) $ 85,874 $ 85,874 $ (1 ) $ — $ (85,873 ) $ 85,874 CONSOLIDATING INCOME STATEMENT (unaudited) (Thousands of dollars) Three Months Ended March 31, 2015 Revenues Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Petroleum product sales $ — $ 2,390,481 $ — $ — $ (32,402 ) $ 2,358,079 Merchandise sales — 524,137 — — — 524,137 Other operating revenues — 38,548 — — — 38,548 Total revenues $ — $ 2,953,166 $ — $ — $ (32,402 ) $ 2,920,764 Costs and Operating Expenses Petroleum product cost of goods sold — 2,293,488 — — (32,402 ) 2,261,086 Merchandise cost of goods sold — 450,553 — — — 450,553 Station and other operating expenses — 114,535 — — — 114,535 Depreciation and amortization — 21,103 — — — 21,103 Selling, general and administrative — 31,092 1 — — 31,093 Accretion of asset retirement obligations — 378 — — — 378 Total costs and operating expenses — 2,911,149 1 — (32,402 ) 2,878,748 Income (loss) from operations $ — $ 42,017 $ (1 ) $ — $ — $ 42,016 Other income (expense) Interest income — 1,873 — — — 1,873 Interest expense — (8,329 ) — — — (8,329 ) Gain on sale of assets — 4 — — — 4 Other nonoperating income — 5,364 — — — 5,364 Total other income (expense) $ — $ (1,088 ) $ — $ — $ — $ (1,088 ) Income (loss) from continuing operations before income taxes — 40,929 (1 ) — — 40,928 Income tax expense — 17,411 — — — 17,411 Income (loss) from continuing operations — 23,518 (1 ) — — 23,517 Income (loss) from discontinued operations, net of taxes — — — (585 ) — (585 ) Equity earnings in affiliates, net of tax 22,932 (586 ) — — (22,346 ) — Net Income (Loss) $ 22,932 $ 22,932 $ (1 ) $ (585 ) $ (22,346 ) $ 22,932 CONSOLIDATING STATEMENT OF CASH FLOW (unaudited) (Thousands of dollars) Three Months Ended March 31, 2016 Operating Activities Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 85,874 $ 85,874 $ (1 ) $ — $ (85,873 ) $ 85,874 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization — 23,486 — — — 23,486 Deferred and noncurrent income tax charges — 28,855 — — — 28,855 Accretion on discounted liabilities — 413 — — — 413 Pretax gains from sale of assets — (89,465 ) — — — (89,465 ) Net decrease in noncash operating working capital — 24,847 — — — 24,847 Equity in earnings of affiliates (85,874 ) 1 — — 85,873 — Other operating activities - net — 2,904 — — 2,904 Net cash provided by (required by) operating activities — 76,915 (1 ) — — 76,914 Investing Activities Property additions — (47,283 ) — — — (47,283 ) Proceeds from sale of assets — 86,011 — — — 86,011 Changes in restricted cash — (63,650 ) — — — (63,650 ) Other investing activities - net — (1,300 ) — — — (1,300 ) Investing activities of discontinued operations Sales proceeds — — — — — — Other — — — — — — Net cash required by investing activities — (26,222 ) — — — (26,222 ) Financing Activities Purchase of treasury stock (150,010 ) — — — — (150,010 ) Net change in long-term debt — 199,927 — — — 199,927 Debt issuance costs — (3,114 ) — — — (3,114 ) Amounts related to share-based compensation — (4,129 ) — — — (4,129 ) Net distributions to parent 150,010 (150,011 ) 1 — — — Net cash provided by financing activities — 42,673 1 — — 42,674 Net increase in cash and cash equivalents — 93,366 — — — 93,366 Cash and cash equivalents at January 1 — 102,335 — — — 102,335 Cash and cash equivalents at March 31 $ — $ 195,701 $ — $ — $ — $ 195,701 CONSOLIDATING STATEMENT OF CASH FLOW (unaudited) (Thousands of dollars) Three Months Ended March 31, 2015 Operating Activities Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 22,932 $ 22,932 $ (1 ) $ (585 ) $ (22,346 ) $ 22,932 Adjustments to reconcile net income to net cash provided by operating activities Loss from discontinued operations, net of tax — — — 585 — 585 Depreciation and amortization — 21,103 — — — 21,103 Deferred and noncurrent income tax credits — (5,073 ) — — — (5,073 ) Accretion on discounted liabilities — 378 — — — 378 Pretax gains from sale of assets — (4 ) — — — (4 ) Net increase in noncash operating working capital — (12,313 ) — — — (12,313 ) Equity in earnings of affiliates (22,932 ) 586 — — 22,346 — Other operating activities - net — 2,519 — — — 2,519 Net cash provided by (required by) continuing operations — 30,128 (1 ) — — 30,127 Net cash provided by discontinued operations — — — 4,291 — 4,291 Net cash provided by (required by) operating activities — 30,128 (1 ) 4,291 — 34,418 Investing Activities Property additions — (31,622 ) — — — (31,622 ) Proceeds from sale of assets — 82 — — — 82 Changes in restricted cash — — — — — — Other investing activities - net — — — — — — Investing activities of discontinued operations Sales proceeds — — — — — — Other — — — (955 ) — (955 ) Net cash required by investing activities — (31,540 ) — (955 ) — (32,495 ) Financing Activities Purchase of treasury stock (39,435 ) — — — — (39,435 ) Net change in long-term debt — (15 ) — — — (15 ) Debt issuance costs — — — — — — Amounts related to share-based compensation — (2,907 ) — — — (2,907 ) Net distributions to parent 39,435 (36,399 ) 1 (3,037 ) — — Net cash provided by (required by) financing activities — (39,321 ) 1 (3,037 ) — (42,357 ) Net increase (decrease) in cash and cash equivalents — (40,733 ) — 299 — (40,434 ) Cash and cash equivalents at January 1 — 327,163 — 942 — 328,105 Cash and cash equivalents at March 31 $ — $ 286,430 $ — $ 1,241 $ — $ 287,671 Less: Cash and cash equivalents of held for sale — — — 1,241 — 1,241 Cash and cash equivalents of continuing operations at March 31 $ — $ 286,430 $ — $ — $ — $ 286,430 CONSOLIDATING STATEMENT OF CHANGES IN EQUITY (unaudited) (Thousands of dollars) Three Months Ended March 31, 2016 Statement of Stockholders' Equity Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Common Stock Balance as of December 31, 2015 $ 468 $ 1 $ 60 $ — $ (61 ) $ 468 Issuance of common stock — — — — — — Balance as of March 31, 2016 $ 468 $ 1 $ 60 $ — $ (61 ) $ 468 Treasury Stock Balance as of December 31, 2015 $ (294,139 ) $ — $ — $ — $ — $ (294,139 ) Issuance of common stock 6,091 — — — — 6,091 Repurchase of common stock (150,010 ) — — — — (150,010 ) Balance as of March 31, 2016 $ (438,058 ) $ — $ — $ — $ — $ (438,058 ) APIC Balance as of December 31, 2015 $ 1,222,465 $ 564,554 $ 52,004 $ 87,543 $ (1,368,384 ) $ 558,182 Issuance of common stock (6,091 ) — — — — (6,091 ) Amounts related to share-based compensation — (4,129 ) — — — (4,129 ) Share-based compensation expense — 1,589 — — — 1,589 Balance as of March 31, 2016 $ 1,216,374 $ 562,014 $ 52,004 $ 87,543 $ (1,368,384 ) $ 549,551 Retained Earnings Balance as of December 31, 2015 $ 527,779 $ 466,300 $ (2 ) $ 66,795 $ (533,093 ) $ 527,779 Net income 85,874 85,874 (1 ) — (85,873 ) 85,874 Balance as of March 31, 2016 $ 613,653 $ 552,174 $ (3 ) $ 66,795 $ (618,966 ) $ 613,653 CONSOLIDATING STATEMENT OF CHANGES IN EQUITY (unaudited) (Thousands of dollars) Three Months Ended March 31, 2015 Statement of Stockholders' Equity Parent Company Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Common Stock Balance as of December 31, 2014 $ 468 $ 1 $ 60 $ — $ (61 ) $ 468 Issuance of common stock — — — — — — Balance as of March 31, 2015 $ 468 $ 1 $ 60 $ — $ (61 ) $ 468 Treasury Stock Balance as of December 31, 2014 $ (51,073 ) $ — $ — $ — $ — $ (51,073 ) Issuance of common stock 5,493 — — — — 5,493 Repurchase of common stock (39,435 ) — — — — (39,435 ) Balance as of March 31, 2015 $ (85,015 ) $ — $ — $ — $ — $ (85,015 ) 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 (5,493 ) — — — — (5,493 ) Amounts related to share-based compensation — (2,907 ) — — — (2,907 ) Share-based compensation expense — 1,903 — — — 1,903 Balance as of March 31, 2015 $ 1,222,602 $ 557,607 $ 52,004 $ 35,677 $ (1,316,516 ) $ 551,374 Retained Earnings Balance as of December 31, 2014 $ 351,439 $ 351,439 $ (1 ) $ 89,525 $ (440,963 ) $ 351,439 Net income 22,932 22,932 (1 ) (585 ) (22,346 ) 22,932 Balance as of March 31, 2015 $ 374,371 $ 374,371 $ (2 ) $ 88,940 $ (463,309 ) $ 374,371 |