Delaware
|
46-2279221
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(State or other jurisdiction of
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(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
|
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200 Peach Street
|
|
El Dorado, Arkansas
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71730-5836
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of
each exchange on which registered
|
Common Stock, $0.01 Par Value
|
New York Stock Exchange
|
|
MURPHY USA INC.
|
TABLE OF CONTENTS – 2016 Form 10-K
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Page
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2
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11
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22
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22
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22
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22
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23
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24
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27
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28
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41
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42
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42
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42
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42
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43
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43
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43
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43
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43
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44
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47
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•
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Sensitivity to gas prices among cost conscious consumers, and increasing customer demand for low-priced fuel;
|
•
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Highly fragmented nature of the industry providing larger chain operators like Murphy USA with significant scale advantage; and
|
•
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High levels of consumer traffic around supermarkets and large format hypermarkets, supporting complementary demand at nearby and cross-promoted retail fuel stores.
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State
|
|
No. of stores
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|
State
|
|
No. of stores
|
|
State
|
|
No. of stores
|
Alabama
|
|
76
|
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Kentucky
|
|
47
|
|
North Carolina
|
|
86
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Arkansas
|
|
68
|
|
Louisiana
|
|
75
|
|
Ohio
|
|
44
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Colorado
|
|
12
|
|
Michigan
|
|
27
|
|
Oklahoma
|
|
53
|
Florida
|
|
120
|
|
Minnesota
|
|
9
|
|
South Carolina
|
|
56
|
Georgia
|
|
94
|
|
Missouri
|
|
48
|
|
Tennessee
|
|
92
|
Iowa
|
|
22
|
|
Mississippi
|
|
55
|
|
Texas
|
|
294
|
Illinois
|
|
37
|
|
Nebraska
|
|
3
|
|
Utah
|
|
4
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Indiana
|
|
38
|
|
Nevada
|
|
2
|
|
Virginia
|
|
22
|
Kansas
|
|
5
|
|
New Mexico
|
|
12
|
|
Total
|
|
1,401
|
|
|
As of December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||
Branded retail outlets:
|
|
|
|
|
|
|
|
|
|
|
||||||
Murphy USA®
|
|
1,152
|
|
|
1,111
|
|
|
1,056
|
|
|
1,021
|
|
|
1,015
|
|
|
Murphy Express
|
|
249
|
|
|
224
|
|
|
207
|
|
|
182
|
|
|
150
|
|
|
Total
|
|
1,401
|
|
|
1,335
|
|
|
1,263
|
|
|
1,203
|
|
|
1,165
|
|
|
Retail marketing:
|
|
|
|
|
|
|
|
|
|
|
||||||
Fuel margin per gallon (cpg)
(1)
|
|
11.6
|
|
|
12.5
|
|
|
15.8
|
|
|
13.0
|
|
|
12.9
|
|
|
Gallons sold per store month
|
|
259,059
|
|
|
267,910
|
|
|
270,415
|
|
|
268,458
|
|
|
277,001
|
|
|
Merchandise sales revenue per store month
|
|
$
|
144,410
|
|
|
147,726
|
|
|
146,823
|
|
|
152,549
|
|
|
156,429
|
|
Merchandise margin as a percentage of merchandise sales
|
|
15.6
|
%
|
|
14.4
|
%
|
|
14.0
|
%
|
|
13.1
|
%
|
|
13.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
making it more difficult for us to meet our payment and other obligations under our outstanding debt;
|
•
|
resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in all of our debt becoming immediately due and payable;
|
•
|
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.
|
•
|
fluctuations in quarterly or annual results of operations, especially if they differ from our previously announced guidance or forecasts made by analysts;
|
•
|
announcements by us of anticipated future revenues or operating results, or by others concerning us, our competitors, our customers, or our industry;
|
•
|
our ability to execute our business plan;
|
•
|
competitive environment;
|
•
|
regulatory developments; and
|
•
|
changes in overall stock market conditions, including the stock prices of our competitors.
|
•
|
providing for a classified board of directors;
|
•
|
providing that our directors may be removed by our stockholders only for cause;
|
•
|
establishing supermajority vote requirements for our shareholders to amend certain provisions of our Certificate of Incorporation and our Bylaws;
|
•
|
authorizing a large number of shares of stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us;
|
•
|
prohibiting stockholders from calling special meetings of stockholders or taking action by written consent; and
|
•
|
establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at the annual stockholder meetings.
|
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
|
|
|
|
|
|
Total Number
|
|
Approximate
|
||||||
|
|
|
|
|
|
of Shares
|
|
Dollar Value of
|
||||||
|
|
|
|
|
|
Purchased as
|
|
Shares That May
|
||||||
|
|
Total Number
|
|
Average
|
|
Part of Publicly
|
|
Yet Be Purchased
|
||||||
|
|
of Shares
|
|
Price Paid
|
|
Announced Plans
|
|
Under the Plans
|
||||||
Period Duration
|
|
Purchased
|
|
Per Share
|
|
or Programs
|
|
or Programs
1
|
||||||
October 1, 2016 to October 31, 2016
|
|
259,720
|
|
|
$
|
70.90
|
|
|
259,720
|
|
|
$
|
269,257,154
|
|
November 1, 2016 to November 30, 2016
|
|
669,374
|
|
|
64.92
|
|
|
669,374
|
|
|
225,802,539
|
|
||
December 1, 2016 to December 31, 2016
|
|
735,344
|
|
|
66.74
|
|
|
735,344
|
|
|
176,727,858
|
|
||
Three Months Ended December 31, 2016
|
|
1,664,438
|
|
|
$
|
66.66
|
|
|
1,664,438
|
|
|
$
|
176,727,858
|
|
|
|
|
|
|
|
|
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(2)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders
|
|
887,364
|
|
$47.88
|
|
4,263,265
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
887,364
|
|
$47.88
|
|
4,263,265
|
(1)
|
Amounts in this column include outstanding restricted stock units.
|
(2)
|
Number of shares available for issuance includes 3,846,939 available shares under the 2013 Long-Term Incentive Plan as of
December 31, 2016
plus 416,326 available shares under the 2013 Stock Plan for Non-Employee Directors as of
December 31, 2016
. Assumes each restricted stock unit is equivalent to one share and each performance unit is equal to two shares.
|
•
|
Executive Overview—
this section provides an overview of our business and the results of operations and financial condition for the periods presented. It includes information on the basis of presentation with respect to the amounts presented in the Management’s Discussion and Analysis and a discussion of the trends affecting our business.
|
•
|
Results of Operations—
this section provides an analysis of our results of operations, including the results of our business segments for the three years ended
December 31, 2016
.
|
•
|
Capital Resources and Liquidity—
this section provides a discussion of our financial condition and cash flows as of and for the three years ended
December 31, 2016
. It also includes a discussion of our capital structure and available sources of liquidity.
|
•
|
Critical Accounting Policies—
this section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment.
|
|
Year ended December 31,
|
||||||||||
(thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Marketing
|
$
|
249,790
|
|
|
$
|
159,796
|
|
|
$
|
242,434
|
|
Corporate and other assets
|
(28,298
|
)
|
|
(22,205
|
)
|
|
(19,473
|
)
|
|||
Subtotal
|
221,492
|
|
|
137,591
|
|
|
222,961
|
|
|||
Discontinued operations
|
—
|
|
|
38,749
|
|
|
20,902
|
|
|||
Net income
|
$
|
221,492
|
|
|
$
|
176,340
|
|
|
$
|
243,863
|
|
•
|
Gain on the sale of Camline pipeline in 2016;
|
•
|
Higher RINs sales (volumes and prices) in the current year partially offset by increased cost of sales due to the higher RIN values embedded in spot prices for motor fuels;
|
•
|
Increased merchandise margin compared to prior year
|
•
|
Lower retail fuel margins and per site volumes in the 2015 period;
|
•
|
Lower contribution from Product Supply & Wholesale business (excluding RINs) in 2015 compared to 2014; and
|
•
|
Higher SG&A expenses in the current year.
|
(Thousands of dollars, except volume per store month and margins)
|
Years Ended December 31,
|
||||||||||
Marketing Segment
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Petroleum product sales
|
$
|
9,070,623
|
|
|
$
|
10,304,689
|
|
|
$
|
14,728,527
|
|
Merchandise sales
|
2,338,586
|
|
|
2,273,888
|
|
|
2,161,378
|
|
|||
Other
|
185,102
|
|
|
120,547
|
|
|
95,998
|
|
|||
Total revenues
|
$
|
11,594,311
|
|
|
$
|
12,699,124
|
|
|
$
|
16,985,903
|
|
|
|
|
|
|
|
||||||
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|||
Petroleum product cost of goods sold
|
8,603,953
|
|
|
9,794,475
|
|
|
14,074,579
|
|
|||
Merchandise cost of goods sold
|
1,974,486
|
|
|
1,946,423
|
|
|
1,859,732
|
|
|||
Station and other operating expenses
|
493,320
|
|
|
486,383
|
|
|
486,761
|
|
|||
Depreciation and amortization
|
92,242
|
|
|
81,348
|
|
|
74,906
|
|
|||
Selling, general and administrative
|
122,669
|
|
|
129,277
|
|
|
119,266
|
|
|||
Accretion of asset retirement obligations
|
1,650
|
|
|
1,521
|
|
|
1,200
|
|
|||
Total costs and operating expenses
|
$
|
11,288,320
|
|
|
$
|
12,439,427
|
|
|
$
|
16,616,444
|
|
|
|
|
|
|
|
||||||
Income from operations
|
305,991
|
|
|
259,697
|
|
|
369,459
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(53
|
)
|
|
(20
|
)
|
|
—
|
|
|||
Gain (loss) on sale of assets
|
88,212
|
|
|
(4,658
|
)
|
|
194
|
|
|||
Other nonoperating income
|
2,857
|
|
|
434
|
|
|
438
|
|
|||
Total other income (expense)
|
$
|
91,016
|
|
|
$
|
(4,244
|
)
|
|
$
|
632
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|||
before income taxes
|
397,007
|
|
|
255,453
|
|
|
370,091
|
|
|||
Income tax expense
|
147,217
|
|
|
95,657
|
|
|
127,657
|
|
|||
Income from continuing operations
|
$
|
249,790
|
|
|
$
|
159,796
|
|
|
$
|
242,434
|
|
|
Twelve Months Ended December 31,
|
||||||||||
Key Operating Metrics
|
2016
|
|
2015
|
|
2014
|
||||||
Retail fuel volume - chain (Million gal per year)
|
4,195.2
|
|
|
4,123.8
|
|
|
3,980.8
|
|
|||
Retail fuel volume - per site (K gal APSM)
|
259.1
|
|
|
267.9
|
|
|
270.4
|
|
|||
Retail fuel margin (cpg excl credit card fees)
|
11.6
|
|
|
12.5
|
|
|
15.8
|
|
|||
Retail fuel contribution ($K APSM)
|
$
|
30.0
|
|
|
$
|
33.5
|
|
|
$
|
42.8
|
|
PS&W contribution ($ Millions excl RINs)
|
$
|
(19.8
|
)
|
|
$
|
(16.8
|
)
|
|
$
|
13.4
|
|
RIN sales ($ Millions)
|
$
|
181.1
|
|
|
$
|
117.5
|
|
|
$
|
92.9
|
|
|
Twelve Months Ended December 31,
|
||||||||||
Key Operating Metrics
|
2016
|
|
2015
|
|
2014
|
||||||
Total merchandise sales ($ Millions)
|
$
|
2,338.6
|
|
|
$
|
2,273.9
|
|
|
$
|
2,161.4
|
|
Total merchandise contribution ($ Millions)
|
$
|
364.1
|
|
|
$
|
327.5
|
|
|
$
|
301.6
|
|
Total merchandise sales ($K APSM)
|
$
|
144.4
|
|
|
$
|
147.7
|
|
|
$
|
146.8
|
|
Merchandise unit margin (%)
|
15.6
|
%
|
|
14.4
|
%
|
|
14.0
|
%
|
|||
Tobacco contribution ($K APSM)
|
$
|
13.32
|
|
|
$
|
12.53
|
|
|
$
|
12.45
|
|
Non-tobacco contribution ($K APSM)
|
$
|
9.16
|
|
|
$
|
8.74
|
|
|
$
|
8.04
|
|
Total merchandise contribution ($K APSM)
|
$
|
22.48
|
|
|
$
|
21.27
|
|
|
$
|
20.49
|
|
|
Years Ended December 31,
|
||||||||||
(Thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
221,492
|
|
|
$
|
176,340
|
|
|
$
|
243,863
|
|
Income taxes
|
130,539
|
|
|
80,698
|
|
|
116,386
|
|
|||
Interest expense, net of interest income
|
39,126
|
|
|
31,354
|
|
|
36,402
|
|
|||
Depreciation and amortization
|
98,610
|
|
|
86,568
|
|
|
79,087
|
|
|||
EBITDA
|
489,767
|
|
|
374,960
|
|
|
475,738
|
|
|||
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations, net of taxes
|
—
|
|
|
(38,749
|
)
|
|
(20,903
|
)
|
|||
Impairment of properties
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accretion of asset retirement obligations
|
1,650
|
|
|
1,521
|
|
|
1,200
|
|
|||
(Gain) loss on sale of assets
|
(88,212
|
)
|
|
4,658
|
|
|
(194
|
)
|
|||
Other nonoperating (income) expense
|
(3,080
|
)
|
|
463
|
|
|
(10,166
|
)
|
|||
Adjusted EBITDA
|
$
|
400,125
|
|
|
$
|
342,853
|
|
|
$
|
445,675
|
|
|
Years Ended December 31,
|
||||||||||
(Thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by continuing operations
|
$
|
337,440
|
|
|
$
|
233,725
|
|
|
$
|
276,706
|
|
Payments for property and equipment
|
(262,144
|
)
|
|
(205,225
|
)
|
|
(135,339
|
)
|
|||
Free cash flow
|
$
|
75,296
|
|
|
$
|
28,500
|
|
|
$
|
141,367
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2016
|
|
2015
|
||||
6.00% senior notes due 2023 (net of unamortized discount of $5,826 at 2016 and $6,692 at 2015)
|
|
$
|
494,174
|
|
|
$
|
493,308
|
|
Term loan due 2020 (effective rate of 3.77% at December 31, 2016)
|
|
180,000
|
|
|
—
|
|
||
Capitalized lease obligations, vehicles, due through 2020
|
|
1,451
|
|
|
600
|
|
||
Unamortized debt issuance costs
|
|
(5,407
|
)
|
|
(3,526
|
)
|
||
Total long-term debt
|
|
670,218
|
|
|
490,382
|
|
||
Less current maturities
|
|
40,596
|
|
|
222
|
|
||
Total long-term debt, net of current
|
|
$
|
629,622
|
|
|
$
|
490,160
|
|
•
|
100% of eligible cash at such time, plus
|
•
|
90% of eligible credit card receivables at such time, plus
|
•
|
90% of eligible investment grade accounts, plus
|
•
|
85% of eligible other accounts, plus
|
•
|
80% of eligible product supply/wholesale refined products inventory at such time, plus
|
•
|
75% of eligible retail refined products inventory at such time, plus
|
•
|
the London interbank offered rate, adjusted for statutory reserve requirements (the “Adjusted LIBO Rate”); or
|
•
|
the Alternate Base Rate, which is defined as the highest of (a) the prime rate, (b) the federal funds effective rate from time to time plus 0.50% per annum and (c) the one-month Adjusted LIBO Rate plus 1.00% per annum,
|
(Thousands of dollars)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
More than 5 years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt obligations (a)
|
|
$
|
675,625
|
|
|
$
|
40,596
|
|
|
$
|
80,845
|
|
|
$
|
60,010
|
|
|
$
|
494,174
|
|
Operating lease obligations
|
|
136,770
|
|
|
10,355
|
|
|
19,676
|
|
|
19,031
|
|
|
87,708
|
|
|||||
Purchase obligations (b)
|
|
584,761
|
|
|
377,119
|
|
|
207,642
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligations
|
|
154,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,500
|
|
|||||
Other long-term obligations, including interest on long-term debt
|
|
236,163
|
|
|
54,501
|
|
|
70,639
|
|
|
62,394
|
|
|
48,629
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
1,787,819
|
|
|
$
|
482,571
|
|
|
$
|
378,802
|
|
|
$
|
141,435
|
|
|
$
|
785,011
|
|
(a)
|
For additional information, see Note 8 “Long-Term Debt” in the accompanying audited consolidated financial statements.
|
(b)
|
Primarily includes ongoing new retail station construction in progress at
December 31, 2016
, commitments to purchase land
from Walmart and other landowners, and take-or-pay supply contracts. See Note 17 “Commitments” in the audited consolidated
financial statements for the year ended
December 31, 2016
.
|
(Thousands of dollars)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Marketing:
|
|
|
|
|
|
|
||||||
Company stores
|
|
$
|
199,534
|
|
|
$
|
169,144
|
|
|
$
|
111,174
|
|
Terminals
|
|
1,770
|
|
|
5,426
|
|
|
1,696
|
|
|||
Sustaining capital
|
|
37,791
|
|
|
27,801
|
|
|
18,269
|
|
|||
Corporate and other assets
|
|
24,761
|
|
|
9,477
|
|
|
4,200
|
|
|||
Discontinued operations
|
|
—
|
|
|
3,720
|
|
|
3,549
|
|
|||
Total
|
|
$
|
263,856
|
|
|
$
|
215,568
|
|
|
$
|
138,888
|
|
|
|
|
|
|
Page No.
|
Report of Management - Financial Statements
|
F-1
|
Report of Management - Internal Controls
|
F-1
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Report of Independent Registered Public Accounting Firm
|
F-3
|
Consolidated Balance Sheets
|
F-4
|
Consolidated Income Statements
|
F-5
|
Consolidated Statements of Cash Flows
|
F-6
|
Consolidated Statements of Changes in Equity
|
F-7
|
Notes to Consolidated Financial Statements
|
F-8
|
Supplemental Quarterly Information (Unaudited)
|
F-40
|
|
|
|
|
Schedule II – Valuation Accounts and Reserves
|
F-41
|
|
|
Exhibit
Number
|
Description
|
2.1
|
Separation and Distribution Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)
|
3.1
|
Murphy USA Inc. Amended and Restated Certificate of Incorporation (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013)
|
3.2
|
Murphy USA Inc. Amended and Restated Bylaws (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013)
|
4.1
|
Indenture (including form of notes), dated August 14, 2013, among Murphy Oil USA, Inc., as the Issuer, Murphy USA Inc., as a guarantor, the other guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed August 16, 2013)
|
4.2
|
Registration Rights Agreement, dated August 14, 2013, among Murphy Oil USA, Inc., Murphy USA Inc., certain subsidiaries of Murphy USA Inc. and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed August 16, 2013)
|
10.1
|
Tax Matters Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)
|
10.2
|
Trademark License Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)
|
10.3
|
Hangar Rental Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. (incorporated by reference to Murphy USA’s current report on Form 8-K filed September 5, 2013)
|
10.4
|
Aircraft Maintenance Labor Pooling Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)
|
10.5
|
Airplane Interchange Agreement, dated August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)
|
10.6
|
Credit Agreement, dated August 30, 2013, among Murphy USA Inc., Murphy Oil USA, Inc., the Borrowing Subsidiaries, the Lenders party thereto and JPMorgan Chase Bank, N.A.(incorporated by reference to Murphy USA’s Current Report on Form 8-K filed September 5, 2013)
|
10.7
|
Severance Protection Agreement dated as of August 20, 2013 between Murphy USA and R. Andrew Clyde, (incorporated by reference to Murphy USA’s Current Report on Form 8-K filed August 22, 2013)†
|
10.8*
|
Murphy USA Inc. 2013 Long-Term Incentive Plan, as amended and restated effective as of February 9, 2017)†
|
10.9
|
Form of Murphy USA Inc. 2013 Annual Incentive Plan, as amended and restated effective as of February 12, 2014)†
|
10.10
|
Murphy USA Inc. 2013 Stock Plan for Non-Employee Directors (incorporated by reference to Murphy USA’s Registration Statement on Form S-8 (File No. 333-191131) filed September 12, 2013)†
|
10.11
|
Murphy USA Inc. Supplemental Executive Retirement Plan (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013)†
|
10.12
|
Form of Murphy USA 2013 Long-Term Incentive Plan Option Grant Agreement (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013) †
|
10.13
|
Form of Murphy USA 2013 Long-Term Incentive Plan RSU Agreement (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013)†
|
10.14
|
Form of Murphy USA 2013 Long-Term Incentive Plan Performance Share Agreement (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013)†
|
10.15
|
Form of Murphy USA 2013 Non-Employee Director Award (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 8, 2013) †
|
10.16
|
Third Amendment, dated as of September 2, 2014, to the Credit Agreement, dated as of August 30, 2013, among Murphy Oil USA, Inc. as borrower, Murphy USA Inc. and certain subsidiaries, and JP Morgan Chase Bank, N.A. as administrative agent and the other lenders party thereto (incorporated by reference to Murphy USA’s Quarterly Report on Form 10-Q filed November 6, 2014)
|
10.17
|
Amended and Restated Credit Agreement, dated as of March 10, 2016 among Murphy Oil USA, Inc., as the borrower, Murphy USA Inc., certain subsidiaries of Murphy Oil USA, Inc., as borrowing subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K as filed on March 16, 2016)
|
12.1*
|
Ratio of Earnings to Fixed Charges
|
21*
|
List of Subsidiaries of Murphy USA
|
23.1*
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
31.1*
|
Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
|
31.2*
|
Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
|
32.1*
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
|
32.2*
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
|
101. INS*
|
XBRL Instance Document
|
101. SCH*
|
XBRL Taxonomy Extension Schema Document
|
101. CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101. DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101. LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101. PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
By:
|
/s/ R. Andrew Clyde
|
Date:
|
February 22, 2017
|
|
R. Andrew Clyde, President
|
|
|
|
|
|
|
|
/s/ R. Madison Murphy
|
|
/s/ James W. Keyes
|
|
R. Madison Murphy, Chairman and Director
|
|
James W. Keyes, Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ R. Andrew Clyde
|
|
/s/ Diane N. Landen
|
|
R. Andrew Clyde, President and Chief
|
|
Diane N. Landen, Director
|
|
Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Claiborne P. Deming
|
|
/s/ David B. Miller
|
|
Claiborne P. Deming, Director
|
|
David B. Miller, Director
|
|
|
|
|
|
|
|
|
|
/s/ Thomas M. Gattle, Jr.
|
|
/s/ Jack T. Taylor
|
|
Thomas M. Gattle, Jr, Director
|
|
Jack T. Taylor, Director
|
|
|
|
|
|
|
|
|
|
/s/ Fred L. Holliger
|
|
/s/ Mindy K. West
|
|
Fred L. Holliger, Director
|
|
Mindy K. West, Executive Vice President,
|
|
|
|
Treasurer, and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Christoph Keller, III
|
|
/s/ Donald R. Smith, Jr.
|
|
Christoph Keller, III, Director
|
|
Donald R. Smith, Jr.
|
|
|
|
Vice President and Controller
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
153,813
|
|
|
$
|
102,335
|
|
Accounts receivable—trade, less allowance for doubtful accounts of $1,891 in 2016 and $1,963 in 2015
|
183,519
|
|
|
136,253
|
|
||
Inventories, at lower of cost or market
|
153,351
|
|
|
155,906
|
|
||
Prepaid expenses and other current assets
|
24,871
|
|
|
41,173
|
|
||
Total current assets
|
515,554
|
|
|
435,667
|
|
||
Property, plant and equipment, at cost less accumulated depreciation and amortization of $780,426 in 2016 and $724,486 in 2015
|
1,532,655
|
|
|
1,369,318
|
|
||
Restricted cash
|
—
|
|
|
68,571
|
|
||
Other assets
|
40,531
|
|
|
12,685
|
|
||
Total assets
|
$
|
2,088,740
|
|
|
$
|
1,886,241
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current maturities of long-term debt
|
$
|
40,596
|
|
|
$
|
222
|
|
Trade accounts payable and accrued liabilities
|
473,370
|
|
|
390,341
|
|
||
Income taxes payable
|
594
|
|
|
—
|
|
||
Deferred income taxes
|
—
|
|
|
1,729
|
|
||
Total current liabilities
|
514,560
|
|
|
392,292
|
|
||
Long-term debt, including capitalized lease obligations
|
629,622
|
|
|
490,160
|
|
||
Deferred income taxes
|
204,656
|
|
|
161,236
|
|
||
Asset retirement obligations
|
26,200
|
|
|
24,345
|
|
||
Deferred credits and other liabilities
|
16,626
|
|
|
25,918
|
|
||
Total liabilities
|
1,391,664
|
|
|
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 and 46,767,164 shares issued at
|
|
|
|
||||
2016 and 2015, respectively)
|
468
|
|
|
468
|
|
||
Treasury stock (9,831,196 and 5,088,434 shares held at
|
|
|
|
||||
December 31, 2016 and December 31, 2015, respectively)
|
(608,001
|
)
|
|
(294,139
|
)
|
||
Additional paid in capital (APIC)
|
555,338
|
|
|
558,182
|
|
||
Retained earnings
|
749,271
|
|
|
527,779
|
|
||
Total stockholders' equity
|
697,076
|
|
|
792,290
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,088,740
|
|
|
$
|
1,886,241
|
|
|
Years Ended December 31,
|
||||||||||
(Thousands of dollars except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Petroleum product sales (a)
|
$
|
9,070,623
|
|
|
$
|
10,304,689
|
|
|
$
|
14,728,527
|
|
Merchandise sales
|
2,338,586
|
|
|
2,273,888
|
|
|
2,161,378
|
|
|||
Other operating revenues
|
185,344
|
|
|
120,834
|
|
|
96,109
|
|
|||
Total revenues
|
11,594,553
|
|
|
12,699,411
|
|
|
16,986,014
|
|
|||
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|||
Petroleum product cost of goods sold (a)
|
8,603,953
|
|
|
9,794,475
|
|
|
14,074,579
|
|
|||
Merchandise cost of goods sold
|
1,974,486
|
|
|
1,946,423
|
|
|
1,859,732
|
|
|||
Station and other operating expenses
|
493,320
|
|
|
486,383
|
|
|
486,762
|
|
|||
Depreciation and amortization
|
98,610
|
|
|
86,568
|
|
|
79,087
|
|
|||
Selling, general and administrative
|
122,669
|
|
|
129,277
|
|
|
119,266
|
|
|||
Accretion of asset retirement obligations
|
1,650
|
|
|
1,521
|
|
|
1,200
|
|
|||
Total costs and operating expenses
|
11,294,688
|
|
|
12,444,647
|
|
|
16,620,626
|
|
|||
Income from operations
|
299,865
|
|
|
254,764
|
|
|
365,388
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|
|||
Interest income
|
578
|
|
|
2,177
|
|
|
244
|
|
|||
Interest expense
|
(39,704
|
)
|
|
(33,531
|
)
|
|
(36,646
|
)
|
|||
Gain (loss) on sale of assets
|
88,212
|
|
|
(4,658
|
)
|
|
194
|
|
|||
Other nonoperating income (expense)
|
3,080
|
|
|
(463
|
)
|
|
10,166
|
|
|||
Total other income (expense)
|
52,166
|
|
|
(36,475
|
)
|
|
(26,042
|
)
|
|||
Income from continuing operations before income taxes
|
352,031
|
|
|
218,289
|
|
|
339,346
|
|
|||
Income tax expense
|
130,539
|
|
|
80,698
|
|
|
116,386
|
|
|||
Income from continuing operations
|
221,492
|
|
|
137,591
|
|
|
222,960
|
|
|||
Income from discontinued operations, net of income taxes
|
—
|
|
|
38,749
|
|
|
20,903
|
|
|||
Net Income
|
$
|
221,492
|
|
|
$
|
176,340
|
|
|
$
|
243,863
|
|
Earnings per share - basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
5.64
|
|
|
$
|
3.17
|
|
|
$
|
4.84
|
|
Income from discontinued operations
|
—
|
|
|
0.89
|
|
|
0.45
|
|
|||
Net Income - basic
|
$
|
5.64
|
|
|
$
|
4.06
|
|
|
$
|
5.29
|
|
Earnings per share - diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
5.59
|
|
|
$
|
3.14
|
|
|
$
|
4.81
|
|
Income from discontinued operations
|
—
|
|
|
0.88
|
|
|
0.45
|
|
|||
Net Income - diluted
|
$
|
5.59
|
|
|
$
|
4.02
|
|
|
$
|
5.26
|
|
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
39,269
|
|
|
43,434
|
|
|
46,104
|
|
|||
Diluted
|
39,646
|
|
|
43,794
|
|
|
46,417
|
|
|||
Supplemental information:
|
|
|
|
|
|
||||||
(a) Includes excise taxes of:
|
$
|
1,961,478
|
|
|
$
|
1,968,629
|
|
|
$
|
1,930,608
|
|
|
Years Ended December 31,
|
||||||||||
(Thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
221,492
|
|
|
$
|
176,340
|
|
|
$
|
243,863
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|||
(Income) loss from discontinued operations, net of taxes
|
—
|
|
|
(38,749
|
)
|
|
(20,903
|
)
|
|||
Depreciation and amortization
|
98,610
|
|
|
86,568
|
|
|
79,087
|
|
|||
Deferred and noncurrent income tax charges (credits)
|
40,407
|
|
|
40,556
|
|
|
(4,403
|
)
|
|||
Accretion of asset retirement obligations
|
1,650
|
|
|
1,521
|
|
|
1,200
|
|
|||
Pretax (gains) losses from sale of assets
|
(88,212
|
)
|
|
4,658
|
|
|
(194
|
)
|
|||
Net decrease (increase) in noncash operating working capital
|
53,726
|
|
|
(46,586
|
)
|
|
(36,475
|
)
|
|||
Other operating activities - net
|
9,767
|
|
|
9,417
|
|
|
14,531
|
|
|||
Net cash provided by continuing operations
|
337,440
|
|
|
233,725
|
|
|
276,706
|
|
|||
Net cash provided by (used in) discontinued operations
|
—
|
|
|
(17,887
|
)
|
|
28,876
|
|
|||
Net cash provided by operating activities
|
337,440
|
|
|
215,838
|
|
|
305,582
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
|||
Property additions
|
(262,144
|
)
|
|
(205,225
|
)
|
|
(135,339
|
)
|
|||
Proceeds from sale of assets
|
85,327
|
|
|
729
|
|
|
376
|
|
|||
Changes in restricted cash
|
68,571
|
|
|
(68,571
|
)
|
|
—
|
|
|||
Other investing activities - net
|
(28,963
|
)
|
|
(2,889
|
)
|
|
(10,631
|
)
|
|||
Investing activities of discontinued operations
|
|
|
|
|
|
|
|
|
|||
Sales proceeds
|
—
|
|
|
93,765
|
|
|
1,097
|
|
|||
Other
|
2,355
|
|
|
(7,443
|
)
|
|
(4,918
|
)
|
|||
Net cash required by investing activities
|
(134,854
|
)
|
|
(189,634
|
)
|
|
(149,415
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
|
|
|||
Purchase of treasury stock
|
(323,272
|
)
|
|
(248,695
|
)
|
|
(51,348
|
)
|
|||
Repayments of long-term debt
|
(20,438
|
)
|
|
(146
|
)
|
|
(70,000
|
)
|
|||
Additions to long-term debt
|
200,000
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(3,240
|
)
|
|
(58
|
)
|
|
(875
|
)
|
|||
Amounts related to share-based compensation
|
(4,158
|
)
|
|
(3,075
|
)
|
|
(580
|
)
|
|||
Net cash required by financing activities
|
(151,108
|
)
|
|
(251,974
|
)
|
|
(122,803
|
)
|
|||
Net change in cash and cash equivalents
|
51,478
|
|
|
(225,770
|
)
|
|
33,364
|
|
|||
Cash and cash equivalents at January 1
|
102,335
|
|
|
328,105
|
|
|
294,741
|
|
|||
Cash and cash equivalents at December 31
|
153,813
|
|
|
102,335
|
|
|
328,105
|
|
|||
Less: Cash and cash equivalents held for sale
|
—
|
|
|
—
|
|
|
942
|
|
|||
Cash and cash equivalents of continuing operations at December 31
|
$
|
153,813
|
|
|
$
|
102,335
|
|
|
$
|
327,163
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||
(Thousands of dollars, except share amounts)
|
Shares
|
|
Par
|
|
Treasury Stock
|
|
APIC
|
|
Retained Earnings
|
|
Total
|
Balance as of December 31, 2013
|
46,743,633
|
|
$467
|
|
$—
|
|
$548,293
|
|
$107,576
|
|
$656,336
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
243,863
|
|
243,863
|
Purchase of treasury stock
|
—
|
|
—
|
|
(51,348)
|
|
—
|
|
—
|
|
(51,348)
|
Issuance of common stock
|
23,531
|
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
Issuance of treasury 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
|
46,767,164
|
|
468
|
|
(51,073)
|
|
557,871
|
|
351,439
|
|
858,705
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
176,340
|
|
176,340
|
Purchase of treasury stock
|
—
|
|
—
|
|
(248,695)
|
|
—
|
|
—
|
|
(248,695)
|
Issuance of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Issuance of treasury stock
|
—
|
|
—
|
|
5,629
|
|
(5,629)
|
|
—
|
|
—
|
Amounts related to share-based compensation
|
—
|
|
—
|
|
—
|
|
(3,075)
|
|
—
|
|
(3,075)
|
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
9,015
|
|
—
|
|
9,015
|
Balance as of December 31, 2015
|
46,767,164
|
|
468
|
|
(294,139)
|
|
558,182
|
|
527,779
|
|
792,290
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
221,492
|
|
221,492
|
Purchase of treasury stock
|
—
|
|
—
|
|
(323,272)
|
|
—
|
|
—
|
|
(323,272)
|
Issuance of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Issuance of treasury stock
|
—
|
|
—
|
|
9,410
|
|
(9,410)
|
|
—
|
|
—
|
Amounts related to share-based compensation
|
—
|
|
—
|
|
—
|
|
(2,748)
|
|
—
|
|
(2,748)
|
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
9,314
|
|
—
|
|
9,314
|
Balance as of December 31, 2016
|
46,767,164
|
|
$468
|
|
$(608,001)
|
|
$555,338
|
|
$749,271
|
|
$697,076
|
(Thousands of dollars)
|
|
2014
|
||
Revenues
|
|
$
|
—
|
|
Income (loss) from operations before income taxes
|
|
—
|
|
|
Gain on sale before income taxes
|
|
1,202
|
|
|
Total income (loss) from discontinued operations before taxes
|
|
1,202
|
|
|
Provision for income taxes
|
|
421
|
|
|
Income (loss) from discontinued operations
|
|
$
|
781
|
|
|
Twelve months ended December 31,
|
||||||
(Thousands of dollars)
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
Ethanol sales
|
$
|
154,502
|
|
|
$
|
223,904
|
|
Total revenues
|
154,502
|
|
|
223,904
|
|
||
Costs and operating expenses
|
|
|
|
||||
Ethanol cost of goods sold
|
121,753
|
|
|
158,276
|
|
||
Station and other operating expenses
|
27,881
|
|
|
34,763
|
|
||
Depreciation and amortization
|
333
|
|
|
147
|
|
||
Selling, general and administrative expenses
|
1,382
|
|
|
1,635
|
|
||
Total costs and operating expenses
|
151,349
|
|
|
194,821
|
|
||
Income from operations
|
3,153
|
|
|
29,083
|
|
||
Other income (expense)
|
|
|
|
||||
Gain (loss) on sale of assets
|
60,782
|
|
|
—
|
|
||
Other nonoperating income (expense)
|
—
|
|
|
994
|
|
||
Total other income (expense)
|
60,782
|
|
|
994
|
|
||
Income before income taxes
|
63,935
|
|
|
30,077
|
|
||
Income taxes
|
25,186
|
|
|
9,955
|
|
||
Net income
|
$
|
38,749
|
|
|
$
|
20,122
|
|
|
Twelve months ended December 31,
|
||||||
(Thousands of dollars)
|
2015
|
|
2014
|
||||
Net cash provided by (used in) discontinued operating activities
|
$
|
(17,887
|
)
|
|
$
|
28,741
|
|
Net cash provided by (used in) discontinued investing activities
|
$
|
86,322
|
|
|
$
|
(4,918
|
)
|
|
|
Previous Accounting Method
|
|
Effect of Change In
|
|
As Reported
|
||||||
(thousands of dollars)
|
|
December 31, 2015
|
|
Accounting Principle
|
|
December 31, 2015
|
||||||
Other assets
|
|
$
|
16,211
|
|
|
$
|
(3,526
|
)
|
|
$
|
12,685
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
|
$
|
493,686
|
|
|
$
|
(3,526
|
)
|
|
$
|
490,160
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2016
|
|
2015
|
||||
Finished products - FIFO basis
|
|
$
|
207,903
|
|
|
$
|
159,774
|
|
Less LIFO reserve - finished products
|
|
(153,319
|
)
|
|
(102,849
|
)
|
||
Finished products - LIFO basis
|
|
54,584
|
|
|
56,925
|
|
||
Store merchandise for resale
|
|
95,649
|
|
|
94,925
|
|
||
Materials and supplies
|
|
3,118
|
|
|
4,056
|
|
||
Total inventories
|
|
$
|
153,351
|
|
|
$
|
155,906
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(Thousands of dollars)
|
|
Estimated Useful Life
|
|
Cost
|
|
Net
|
|
Cost
|
|
Net
|
||||||||
Land
|
|
|
|
$
|
577,743
|
|
|
$
|
577,743
|
|
|
$
|
555,198
|
|
|
$
|
555,198
|
|
Pipeline and terminal facilities
|
|
16 to 25 years
|
|
67,946
|
|
|
41,218
|
|
|
95,244
|
|
|
40,846
|
|
||||
Retail gasoline stations
|
|
3 to 50 years
|
|
1,565,275
|
|
|
867,165
|
|
|
1,367,176
|
|
|
746,747
|
|
||||
Buildings
|
|
20 to 45 years
|
|
33,375
|
|
|
22,310
|
|
|
19,441
|
|
|
8,985
|
|
||||
Other
|
|
3 to 20 years
|
|
68,742
|
|
|
24,219
|
|
|
56,745
|
|
|
17,542
|
|
||||
|
|
|
|
$
|
2,313,081
|
|
|
$
|
1,532,655
|
|
|
$
|
2,093,804
|
|
|
$
|
1,369,318
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
2016
|
|
2015
|
||||
Trade accounts payable
|
$
|
309,988
|
|
|
$
|
226,769
|
|
Excise taxes/withholdings payable
|
76,552
|
|
|
75,704
|
|
||
Accrued insurance obligations
|
21,631
|
|
|
23,347
|
|
||
Accrued taxes other than income
|
26,740
|
|
|
26,626
|
|
||
Other
|
38,459
|
|
|
37,895
|
|
||
Accounts payable and accrued liabilities
|
$
|
473,370
|
|
|
$
|
390,341
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2016
|
|
2015
|
||||
6.00% senior notes due 2023 (net of unamortized discount of $5,826 at 2016 and $6,692 at 2015)
|
|
$
|
494,174
|
|
|
$
|
493,308
|
|
Term loan due 2020 (effective rate of 3.77% at December 31, 2016)
|
|
180,000
|
|
|
—
|
|
||
Capitalized lease obligations, vehicles, due through 2020
|
|
1,451
|
|
|
600
|
|
||
Unamortized debt issuance costs
|
|
(5,407
|
)
|
|
(3,526
|
)
|
||
Total long-term debt
|
|
670,218
|
|
|
490,382
|
|
||
Less current maturities
|
|
40,596
|
|
|
222
|
|
||
Total long-term debt, net of current
|
|
$
|
629,622
|
|
|
$
|
490,160
|
|
•
|
100%
of eligible cash at such time, plus
|
•
|
90%
of eligible credit card receivables at such time, plus
|
•
|
90%
of eligible investment grade accounts, plus
|
•
|
85%
of eligible other accounts, plus
|
•
|
80%
of eligible product supply/wholesale refined products inventory at such time, plus
|
•
|
75%
of eligible retail refined products inventory at such time, plus
|
•
|
the London interbank offered rate, adjusted for statutory reserve requirements (the “Adjusted LIBO Rate”); or
|
•
|
the Alternate Base Rate, which is defined as the highest of (a) the prime rate, (b) the federal funds effective rate from time to time plus
0.50%
per annum and (c) the one-month Adjusted LIBO Rate plus
1.00%
per annum,
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
|
$
|
24,345
|
|
|
$
|
22,245
|
|
Accretion expense
|
|
1,650
|
|
|
1,521
|
|
||
Settlements of liabilities
|
|
(174
|
)
|
|
—
|
|
||
Liabilities incurred
|
|
379
|
|
|
579
|
|
||
Balance at end of period
|
|
$
|
26,200
|
|
|
$
|
24,345
|
|
|
Years Ended December 31,
|
||||||||||
(Thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
352,031
|
|
|
$
|
218,289
|
|
|
$
|
339,346
|
|
Income tax expense (benefit)
|
|
|
|
|
|
||||||
Federal - Current
|
$
|
74,932
|
|
|
58,039
|
|
|
119,338
|
|
||
Federal - Deferred
|
38,807
|
|
|
15,853
|
|
|
(382
|
)
|
|||
State - Current and deferred
|
16,800
|
|
|
6,806
|
|
|
(2,570
|
)
|
|||
Total
|
$
|
130,539
|
|
|
$
|
80,698
|
|
|
$
|
116,386
|
|
|
Years Ended December 31,
|
||||||||||
(Thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax expense based on the U.S. statutory tax rate
|
$
|
123,211
|
|
|
$
|
76,401
|
|
|
$
|
118,771
|
|
State income taxes, net of federal benefit
|
11,438
|
|
|
4,424
|
|
|
(1,671
|
)
|
|||
Other, net
|
(4,110
|
)
|
|
(127
|
)
|
|
(714
|
)
|
|||
Total
|
$
|
130,539
|
|
|
$
|
80,698
|
|
|
$
|
116,386
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Property costs and asset retirement obligations
|
$
|
4,059
|
|
|
$
|
2,666
|
|
Employee benefits
|
10,742
|
|
|
9,647
|
|
||
Other deferred tax assets
|
7,623
|
|
|
7,297
|
|
||
Total gross deferred tax assets
|
22,424
|
|
|
19,610
|
|
||
Less valuation allowance
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
22,424
|
|
|
19,610
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Accumulated depreciation and amortization
|
(197,727
|
)
|
|
(157,322
|
)
|
||
State deferred taxes
|
(18,643
|
)
|
|
(17,042
|
)
|
||
Other deferred tax liabilities
|
(10,710
|
)
|
|
(8,211
|
)
|
||
Total gross deferred tax liabilities
|
(227,080
|
)
|
|
(182,575
|
)
|
||
Net deferred tax liabilities
|
$
|
(204,656
|
)
|
|
$
|
(162,965
|
)
|
|
Year Ended December 31,
|
|||||
(Thousands of dollars)
|
2016
|
2015
|
||||
|
|
|
||||
Balance at January 1
|
$
|
5,450
|
|
$
|
6,101
|
|
Additions for tax positions related to prior years
|
3,771
|
|
222
|
|
||
Additions for tax positions related to current year
|
—
|
|
—
|
|
||
Settlements with taxing authorities
|
—
|
|
—
|
|
||
Expiration of statutes of limitation
|
(1,347
|
)
|
(873
|
)
|
||
|
|
|
|
|
||
Balance at December 31
|
$
|
7,874
|
|
$
|
5,450
|
|
•
|
Vested stock options were equitably adjusted so that the grantee holds more options to purchase Murphy Oil common stock at a lower strike price.
|
•
|
Unvested stock options and stock appreciation rights held by MUSA employees were replaced with substitute awards of options to purchase shares of MUSA common stock.
|
•
|
Unvested restricted stock units will be replaced with adjusted, substitute awards for restricted stock units of MUSA common stock. The new awards of restricted stock are intended to generally preserve the intrinsic value of the original award determined as of the separation and distribution date.
|
•
|
Vesting periods of awards were unaffected by the adjustment and substitution, except that for vested Murphy Oil stock options the MUSA employees have until the earlier of
two
years from the date of the separation or the stated expiration date of the option to exercise the award.
|
|
|
December 31,
|
||||||||||
(Thousands of dollars)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Compensation charged against income before income tax benefit
|
|
$
|
9,314
|
|
|
$
|
9,015
|
|
|
$
|
10,435
|
|
Related income tax benefit recognized in income
|
|
$
|
3,259
|
|
|
$
|
3,155
|
|
|
$
|
3,652
|
|
|
Years Ended December 31,
|
|
2012 and 2011
|
Fair value per option grant
|
12.37 - 20.34
|
Assumptions
|
|
Dividend yield
|
1.80% - 2.27%
|
Expected volatility
|
37.00% - 39.62%
|
Risk-free interest rate
|
0.55% - 2.10%
|
Expected life
|
4.00 yrs. - 5.20 yrs.
|
|
|
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Fair value per option grant
|
$
|
16.08
|
|
$
|
20.18
|
|
$
|
11.44
|
|
Assumptions
|
|
|
|
||||||
Dividend yield
|
—
|
|
—
|
|
—
|
|
|||
Expected volatility
|
26.1
|
%
|
29.3
|
%
|
31.7
|
%
|
|||
Risk-free interest rate
|
1.26
|
%
|
1.52
|
%
|
1.37
|
%
|
|||
Expected life
|
5.7 years
|
|
5.0 years
|
|
4.6 years
|
|
|
Number of Shares
|
|
Average Exercise Price
|
|||
Outstanding at December 31, 2013
|
621,149
|
|
|
$
|
35.13
|
|
Granted
|
127,400
|
|
|
39.46
|
|
|
Vested and issued
|
(74,766
|
)
|
|
34.21
|
|
|
Forfeited
|
(13,148
|
)
|
|
38.36
|
|
|
Outstanding at December 31, 2014
|
660,635
|
|
|
36.00
|
|
|
Granted at FMV
|
72,350
|
|
|
70.57
|
|
|
Exercised
|
(236,620
|
)
|
|
33.80
|
|
|
Forfeited
|
(30,609
|
)
|
|
40.21
|
|
|
Outstanding at December 31, 2015
|
465,756
|
|
|
42.22
|
|
|
Granted at FMV
|
96,500
|
|
|
59.11
|
|
|
Exercised
|
(126,969
|
)
|
|
34.48
|
|
|
Forfeited
|
(14,350
|
)
|
|
58.28
|
|
|
Outstanding at December 31, 2016
|
420,937
|
|
|
$
|
47.88
|
|
|
|
|
|
|||
Exercisable at December 31, 2014
|
88,445
|
|
|
$
|
34.54
|
|
Exercisable at December 31, 2015
|
127,077
|
|
|
$
|
36.71
|
|
Exercisable at December 31, 2016
|
218,937
|
|
|
$
|
38.32
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices per Option
|
|
No. of Options
|
|
Avg. Life Remaining in Years
|
|
Aggregate Intrinsic Value
|
|
No. of Options
|
|
Avg. Life Remaining in Years
|
|
Aggregate Intrinsic Value
|
||||||
$32.53 to $37.06
|
|
60,414
|
|
|
2.9
|
|
$
|
1,667,576
|
|
|
60,414
|
|
|
2.9
|
|
$
|
1,667,576
|
|
$37.07 to $39.45
|
|
2,574
|
|
|
1.1
|
|
62,798
|
|
|
2,574
|
|
|
1.1
|
|
62,798
|
|
||
$39.46 to $40.25
|
|
202,799
|
|
|
3.6
|
|
4,369,459
|
|
|
155,949
|
|
|
3.4
|
|
3,338,290
|
|
||
$40.26 to $70.57
|
|
155,150
|
|
|
5.7
|
|
212,872
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
|
|
420,937
|
|
|
4.2
|
|
$
|
6,312,705
|
|
|
218,937
|
|
|
3.2
|
|
$
|
5,068,664
|
|
(Number of units)
|
Employee RSU's
|
|
Outstanding at December 31, 2013
|
347,098
|
|
Granted
|
93,025
|
|
Vested and issued
|
(20,680
|
)
|
Forfeited
|
(22,428
|
)
|
Outstanding at December 31, 2014
|
397,015
|
|
Granted
|
55,450
|
|
Vested and issued
|
(66,116
|
)
|
Forfeited
|
(30,049
|
)
|
Outstanding at December 31, 2015
|
356,300
|
|
Granted
|
74,325
|
|
Vested and issued
|
(142,392
|
)
|
Forfeited
|
(18,888
|
)
|
Outstanding at December 31, 2016
|
269,345
|
|
(Number of units)
|
Employee PSU's
|
|
Outstanding at December 31, 2013
|
—
|
|
Granted
|
78,500
|
|
Vested and issued
|
—
|
|
Forfeited
|
(6,500
|
)
|
Outstanding at December 31, 2014
|
72,000
|
|
Granted
|
40,400
|
|
Vested and issued
|
—
|
|
Forfeited
|
(10,006
|
)
|
Outstanding at December 31, 2015
|
102,394
|
|
Granted
|
53,300
|
|
Vested and issued
|
—
|
|
Forfeited
|
(7,954
|
)
|
Outstanding at December 31, 2016
|
147,740
|
|
(Number of units)
|
Director RSU's
|
|
Outstanding at December 31, 2013
|
28,413
|
|
Granted
|
22,437
|
|
Vested and issued
|
—
|
|
Forfeited
|
—
|
|
Outstanding at December 31, 2014
|
50,850
|
|
Granted
|
12,924
|
|
Vested and issued
|
—
|
|
Forfeited
|
—
|
|
Outstanding at December 31, 2015
|
63,774
|
|
Granted
|
19,900
|
|
Vested and issued
|
(34,332
|
)
|
Forfeited
|
—
|
|
Outstanding at December 31, 2016
|
49,342
|
|
|
Years ended December 31,
|
||||||||||
(Thousands of dollars except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings per common share:
|
|
|
|
|
|
||||||
Net income per share - basic
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
221,492
|
|
|
$
|
137,591
|
|
|
$
|
222,960
|
|
Income from discontinued operations
|
$
|
—
|
|
|
$
|
38,749
|
|
|
$
|
20,903
|
|
Net income attributable to common stockholders
|
$
|
221,492
|
|
|
$
|
176,340
|
|
|
$
|
243,863
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding (in thousands)
|
39,269
|
|
|
43,434
|
|
|
46,104
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.64
|
|
|
$
|
3.17
|
|
|
$
|
4.84
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.89
|
|
|
$
|
0.45
|
|
Total earnings per share
|
$
|
5.64
|
|
|
$
|
4.06
|
|
|
$
|
5.29
|
|
|
|
|
|
|
|
||||||
Earnings per common share - assuming dilution:
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income per share - diluted
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
221,492
|
|
|
$
|
137,591
|
|
|
$
|
222,960
|
|
Income from discontinued operations
|
$
|
—
|
|
|
$
|
38,749
|
|
|
$
|
20,903
|
|
Net income attributable to common stockholders
|
$
|
221,492
|
|
|
$
|
176,340
|
|
|
$
|
243,863
|
|
Weighted average common shares outstanding (in thousands)
|
39,269
|
|
|
43,434
|
|
|
46,104
|
|
|||
Common equivalent shares:
|
|
|
|
|
|
||||||
Dilutive options
|
377
|
|
|
360
|
|
|
313
|
|
|||
Weighted average common shares outstanding - assuming dilution (in thousands)
|
39,646
|
|
|
43,794
|
|
|
46,417
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.59
|
|
|
$
|
3.14
|
|
|
$
|
4.81
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.88
|
|
|
$
|
0.45
|
|
Earnings per share - assuming dilution
|
$
|
5.59
|
|
|
$
|
4.02
|
|
|
$
|
5.26
|
|
(Thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Renewable Identification Numbers (RINs) sales
|
$
|
181,138
|
|
|
$
|
117,513
|
|
|
$
|
92,916
|
|
Other
|
4,206
|
|
|
3,321
|
|
|
3,193
|
|
|||
Total other operating revenue
|
$
|
185,344
|
|
|
$
|
120,834
|
|
|
$
|
96,109
|
|
(Thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Accounts receivable
|
$
|
(47,203
|
)
|
|
$
|
2,857
|
|
|
$
|
59,519
|
|
Inventories
|
2,143
|
|
|
1,121
|
|
|
750
|
|
|||
Prepaid expenses and other current assets
|
13,705
|
|
|
(27,107
|
)
|
|
477
|
|
|||
Accounts payable and accrued liabilities
|
83,384
|
|
|
1,043
|
|
|
(53,234
|
)
|
|||
Income taxes payable
|
1,697
|
|
|
(25,599
|
)
|
|
(37,325
|
)
|
|||
Current deferred income tax liabilities
|
—
|
|
|
1,099
|
|
|
(6,662
|
)
|
|||
Net decrease (increase) in noncash operating working capital
|
$
|
53,726
|
|
|
$
|
(46,586
|
)
|
|
$
|
(36,475
|
)
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
|
|
|
|
Carrying
|
|
|
||||||||
(Thousands of dollars)
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
||||||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Current and long-term debt
|
|
$
|
(670,218
|
)
|
|
$
|
(690,114
|
)
|
|
$
|
(490,382
|
)
|
|
$
|
(511,916
|
)
|
Segment Information
|
|
|
|
Corporate and
|
|
Discontinued
|
|
|
||||||
(Thousands of dollars)
|
|
Marketing
|
|
Other Assets
|
|
Operations
|
|
Consolidated
|
||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||
Segment income (loss)
|
|
$
|
249,790
|
|
|
(28,298
|
)
|
|
—
|
|
|
$
|
221,492
|
|
Revenues from external customers
|
|
11,594,311
|
|
|
242
|
|
|
—
|
|
|
11,594,553
|
|
||
Interest income
|
|
—
|
|
|
578
|
|
|
—
|
|
|
578
|
|
||
Interest expense
|
|
(53
|
)
|
|
(39,651
|
)
|
|
—
|
|
|
(39,704
|
)
|
||
Income tax expense (benefit)
|
|
147,217
|
|
|
(16,678
|
)
|
|
—
|
|
|
130,539
|
|
||
Significant noncash charges (credits)
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
92,242
|
|
|
6,368
|
|
|
—
|
|
|
98,610
|
|
||
Accretion of asset retirement obligations
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
||
Deferred and noncurrent income taxes (benefits)
|
|
51,290
|
|
|
(10,883
|
)
|
|
—
|
|
|
40,407
|
|
||
Additions to property, plant and equipment
|
|
239,095
|
|
|
24,761
|
|
|
—
|
|
|
263,856
|
|
||
Total assets at year-end
|
|
$
|
1,858,055
|
|
|
230,685
|
|
|
—
|
|
|
$
|
2,088,740
|
|
Segment Information
|
|
|
Corporate and
|
|
Discontinued
|
|
|
||||||
(Thousands of dollars)
|
Marketing
|
|
Other Assets
|
|
Operations
|
|
Consolidated
|
||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||
Segment income (loss)
|
$
|
159,796
|
|
|
(22,205
|
)
|
|
38,749
|
|
|
$
|
176,340
|
|
Revenues from external customers
|
12,699,125
|
|
|
286
|
|
|
—
|
|
|
12,699,411
|
|
||
Interest income
|
—
|
|
|
2,177
|
|
|
—
|
|
|
2,177
|
|
||
Interest expense
|
(20
|
)
|
|
(33,511
|
)
|
|
—
|
|
|
(33,531
|
)
|
||
Income tax expense (benefit)
|
95,657
|
|
|
(14,959
|
)
|
|
—
|
|
|
80,698
|
|
||
Significant noncash charges (credits)
|
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
81,349
|
|
|
5,219
|
|
|
—
|
|
|
86,568
|
|
||
Accretion of asset retirement obligations
|
1,521
|
|
|
—
|
|
|
—
|
|
|
1,521
|
|
||
Deferred and noncurrent income taxes (benefits)
|
42,593
|
|
|
(2,037
|
)
|
|
—
|
|
|
40,556
|
|
||
Additions to property, plant and equipment
|
202,371
|
|
|
9,477
|
|
|
3,720
|
|
|
215,568
|
|
||
Total assets at year-end
|
$
|
1,727,131
|
|
|
159,110
|
|
|
—
|
|
|
$
|
1,886,241
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||
Segment income (loss)
|
$
|
242,434
|
|
|
(19,474
|
)
|
|
20,903
|
|
|
$
|
243,863
|
|
Revenues from external customers
|
16,985,903
|
|
|
111
|
|
|
—
|
|
|
16,986,014
|
|
||
Interest income
|
—
|
|
|
244
|
|
|
—
|
|
|
244
|
|
||
Interest expense
|
—
|
|
|
(36,646
|
)
|
|
—
|
|
|
(36,646
|
)
|
||
Income tax expense (benefit)
|
127,657
|
|
|
(11,271
|
)
|
|
—
|
|
|
116,386
|
|
||
Significant noncash charges (credits)
|
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
74,906
|
|
|
4,181
|
|
|
—
|
|
|
79,087
|
|
||
Accretion of asset retirement obligations
|
1,200
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
||
Deferred and noncurrent income taxes (benefits)
|
368
|
|
|
(4,771
|
)
|
|
—
|
|
|
(4,403
|
)
|
||
Additions to property, plant and equipment
|
131,139
|
|
|
4,200
|
|
|
3,549
|
|
|
138,888
|
|
||
Total assets at year-end
|
$
|
1,544,018
|
|
|
348,991
|
|
|
56,328
|
|
|
$
|
1,949,337
|
|
(Thousands of dollars)
|
December 31, 2016
|
||||||||||||||||||||||
Assets
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
153,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153,813
|
|
Accounts receivable—trade, less allowance for doubtful accounts of $1,891 in 2016
|
—
|
|
|
183,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183,519
|
|
||||||
Inventories, at lower of cost or market
|
—
|
|
|
153,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153,351
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
24,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,871
|
|
||||||
Total current assets
|
—
|
|
|
515,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
515,554
|
|
||||||
Property, plant and equipment, at cost less accumulated depreciation and amortization of $780,426 in 2016
|
—
|
|
|
1,532,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532,655
|
|
||||||
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Investments in subsidiaries
|
1,978,110
|
|
|
144,917
|
|
|
—
|
|
|
—
|
|
|
(2,123,027
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
40,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,531
|
|
||||||
Total assets
|
$
|
1,978,110
|
|
|
$
|
2,233,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,123,027
|
)
|
|
$
|
2,088,740
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
40,596
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,596
|
|
Inter-company accounts payable
|
623,316
|
|
|
(416,914
|
)
|
|
(52,064
|
)
|
|
(154,338
|
)
|
|
—
|
|
|
—
|
|
||||||
Trade accounts payable and accrued liabilities
|
—
|
|
|
473,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
473,370
|
|
||||||
Income taxes payable
|
—
|
|
|
591
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
594
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total current liabilities
|
623,316
|
|
|
97,643
|
|
|
(52,061
|
)
|
|
(154,338
|
)
|
|
—
|
|
|
514,560
|
|
||||||
Long-term debt, including capitalized lease obligations
|
—
|
|
|
629,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
629,622
|
|
||||||
Deferred income taxes
|
—
|
|
|
204,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204,656
|
|
||||||
Asset retirement obligations
|
—
|
|
|
26,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,200
|
|
||||||
Deferred credits and other liabilities
|
—
|
|
|
16,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,626
|
|
||||||
Total liabilities
|
623,316
|
|
|
974,747
|
|
|
(52,061
|
)
|
|
(154,338
|
)
|
|
—
|
|
|
1,391,664
|
|
||||||
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, 2016)
|
468
|
|
|
1
|
|
|
60
|
|
|
—
|
|
|
(61
|
)
|
|
468
|
|
||||||
Treasury stock (9,831,196 shares held at December 31, 2016)
|
(608,001
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(608,001
|
)
|
||||||
Additional paid in capital (APIC)
|
1,213,056
|
|
|
571,117
|
|
|
52,004
|
|
|
87,543
|
|
|
(1,368,382
|
)
|
|
555,338
|
|
||||||
Retained earnings
|
749,271
|
|
|
687,792
|
|
|
(3
|
)
|
|
66,795
|
|
|
(754,584
|
)
|
|
749,271
|
|
||||||
Total stockholders' equity
|
1,354,794
|
|
|
1,258,910
|
|
|
52,061
|
|
|
154,338
|
|
|
(2,123,027
|
)
|
|
697,076
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,978,110
|
|
|
$
|
2,233,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,123,027
|
)
|
|
$
|
2,088,740
|
|
(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
|
|
||||||
Investments in subsidiaries
|
1,756,617
|
|
|
144,921
|
|
|
—
|
|
|
—
|
|
|
(1,901,538
|
)
|
|
—
|
|
||||||
Restricted cash
|
—
|
|
|
68,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,571
|
|
||||||
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
|
|
(Thousands of dollars)
|
Year ended December 31, 2016
|
||||||||||||||||||||||
Revenues
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Petroleum product sales
|
$
|
—
|
|
|
$
|
9,070,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,070,623
|
|
Merchandise sales
|
—
|
|
|
2,338,586
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,338,586
|
|
||||||
Other operating revenues
|
—
|
|
|
185,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
185,344
|
|
||||||
Total revenues
|
—
|
|
|
11,594,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,594,553
|
|
||||||
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Petroleum product cost of goods sold
|
—
|
|
|
8,603,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,603,953
|
|
||||||
Merchandise cost of goods sold
|
—
|
|
|
1,974,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,974,486
|
|
||||||
Station and other operating expenses
|
—
|
|
|
493,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
493,320
|
|
||||||
Depreciation and amortization
|
—
|
|
|
98,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,610
|
|
||||||
Selling, general and administrative
|
—
|
|
|
122,668
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
122,669
|
|
||||||
Accretion of asset retirement obligations
|
—
|
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
||||||
Total costs and operating expenses
|
—
|
|
|
11,294,687
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
11,294,688
|
|
||||||
Income (loss) from operations
|
—
|
|
|
299,866
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
299,865
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest income
|
—
|
|
|
578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
578
|
|
||||||
Interest expense
|
—
|
|
|
(39,704
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,704
|
)
|
||||||
Gain on sale of assets
|
—
|
|
|
88,212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,212
|
|
||||||
Other nonoperating income
|
—
|
|
|
3,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,080
|
|
||||||
Total other income (expense)
|
—
|
|
|
52,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,166
|
|
||||||
Income (loss) from continuing operations before income taxes
|
—
|
|
|
352,032
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
352,031
|
|
||||||
Income tax expense
|
—
|
|
|
130,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,539
|
|
||||||
Income (loss) from continuing operations
|
—
|
|
|
221,493
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
221,492
|
|
||||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity earnings in affiliates, net of tax
|
221,492
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(221,491
|
)
|
|
—
|
|
||||||
Net Income (Loss)
|
$
|
221,492
|
|
|
$
|
221,492
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(221,491
|
)
|
|
$
|
221,492
|
|
(Thousands of dollars)
|
Year ended December 31, 2015
|
||||||||||||||||||||||
Revenues
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
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
|
|
(Thousands of dollars)
|
Year ended December 31, 2014
|
||||||||||||||||||||||
Revenues
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
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
|
|
(Thousands of dollars)
|
Year ended December 31, 2016
|
||||||||||||||||||||||
Operating Activities
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
221,492
|
|
|
$
|
221,492
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(221,491
|
)
|
|
$
|
221,492
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation and amortization
|
—
|
|
|
98,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,610
|
|
||||||
Deferred and noncurrent income tax charges (credits)
|
—
|
|
|
40,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,407
|
|
||||||
Accretion of asset retirement obligations
|
—
|
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
||||||
Pretax gains from sale of assets
|
—
|
|
|
(88,212
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,212
|
)
|
||||||
Net decrease (increase) in noncash operating working capital
|
—
|
|
|
53,726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,726
|
|
||||||
Equity in earnings
|
(221,492
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
221,491
|
|
|
—
|
|
||||||
Other operating activities - net
|
—
|
|
|
9,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,767
|
|
||||||
Net cash provided by (used in) continuing operations
|
—
|
|
|
337,441
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
337,440
|
|
||||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
337,441
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
337,440
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property additions
|
—
|
|
|
(262,144
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(262,144
|
)
|
||||||
Proceeds from sale of assets
|
—
|
|
|
85,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,327
|
|
||||||
Changes in restricted cash
|
—
|
|
|
68,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,571
|
|
||||||
Other investing activities - net
|
—
|
|
|
(28,963
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,963
|
)
|
||||||
Sales proceeds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
2,355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,355
|
|
||||||
Net cash provided by (required by) investing activities
|
—
|
|
|
(134,854
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,854
|
)
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase of treasury stock
|
(323,272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(323,272
|
)
|
||||||
Repayments of long-term debt
|
—
|
|
|
(20,438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,438
|
)
|
||||||
Additions to long-term debt
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
||||||
Debt issuance costs
|
—
|
|
|
(3,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,240
|
)
|
||||||
Amounts related to share-based compensation
|
—
|
|
|
(4,158
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,158
|
)
|
||||||
Net distributions to parent
|
323,272
|
|
|
(323,273
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (required by) financing activities
|
—
|
|
|
(151,109
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(151,108
|
)
|
||||||
Net change in cash and cash equivalents
|
—
|
|
|
51,478
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,478
|
|
||||||
Cash and cash equivalents at January 1
|
—
|
|
|
102,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,335
|
|
||||||
Cash and cash equivalents at December 31
|
$
|
—
|
|
|
$
|
153,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153,813
|
|
Less: Cash and cash equivalents held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash and cash equivalents of continuing operations at December 31
|
$
|
—
|
|
|
$
|
153,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153,813
|
|
(Thousands of dollars)
|
Year ended December 31, 2015
|
||||||||||||||||||||||
Operating Activities
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
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 of asset retirement obligations
|
—
|
|
|
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 provided by 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 change 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
|
|
(Thousands of dollars)
|
Year ended December 31, 2014
|
||||||||||||||||||||||
Operating Activities
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
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 of asset retirement obligations
|
—
|
|
|
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 provided by (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 change 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
|
|
(Thousands of dollars)
|
Year ended December 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 December 31, 2016
|
$
|
468
|
|
|
$
|
1
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
468
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2015
|
$
|
(294,139
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(294,139
|
)
|
Issuance of common stock
|
9,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,410
|
|
||||||
Repurchase of common stock
|
(323,272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(323,272
|
)
|
||||||
Balance as of December 31, 2016
|
$
|
(608,001
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(608,001
|
)
|
APIC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2015
|
$
|
1,222,466
|
|
|
$
|
564,551
|
|
|
$
|
52,004
|
|
|
$
|
87,543
|
|
|
$
|
(1,368,382
|
)
|
|
$
|
558,182
|
|
Issuance of common stock
|
(9,410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,410
|
)
|
||||||
Amounts related to share-based compensation
|
—
|
|
|
(2,748
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,748
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
9,314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,314
|
|
||||||
Balance as of December 31, 2016
|
$
|
1,213,056
|
|
|
$
|
571,117
|
|
|
$
|
52,004
|
|
|
$
|
87,543
|
|
|
$
|
(1,368,382
|
)
|
|
$
|
555,338
|
|
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2015
|
$
|
527,779
|
|
|
$
|
466,300
|
|
|
$
|
(2
|
)
|
|
$
|
66,795
|
|
|
$
|
(533,093
|
)
|
|
$
|
527,779
|
|
Net income
|
221,492
|
|
|
221,492
|
|
|
(1
|
)
|
|
—
|
|
|
(221,491
|
)
|
|
221,492
|
|
||||||
Balance as of December 31, 2016
|
$
|
749,271
|
|
|
$
|
687,792
|
|
|
$
|
(3
|
)
|
|
$
|
66,795
|
|
|
$
|
(754,584
|
)
|
|
$
|
749,271
|
|
(Thousands of dollars)
|
Year ended December 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 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
|
|
(Thousands of dollars)
|
Year ended December 31, 2014
|
||||||||||||||||||||||
Statement of Stockholders' Equity/Net Parent Investment
|
Parent Company
|
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
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
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
(Millions of dollars except per share amounts)
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Year
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenues
|
|
$
|
2,490.3
|
|
|
$
|
3,005.8
|
|
|
$
|
3,042.7
|
|
|
$
|
3,055.8
|
|
|
$
|
11,594.6
|
|
Income from continuing operations before income taxes
|
|
$
|
139.3
|
|
|
$
|
74.1
|
|
|
$
|
71.8
|
|
|
$
|
66.8
|
|
|
$
|
352.0
|
|
Income from continuing operations
|
|
$
|
85.9
|
|
|
$
|
46.3
|
|
|
$
|
45.5
|
|
|
$
|
43.8
|
|
|
$
|
221.5
|
|
Net income
|
|
$
|
85.9
|
|
|
$
|
46.3
|
|
|
$
|
45.5
|
|
|
$
|
43.8
|
|
|
$
|
221.5
|
|
Income from continuing operations (per Common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
2.10
|
|
|
$
|
1.18
|
|
|
$
|
1.17
|
|
|
$
|
1.16
|
|
|
$
|
5.64
|
|
Diluted
|
|
$
|
2.08
|
|
|
$
|
1.17
|
|
|
$
|
1.16
|
|
|
$
|
1.14
|
|
|
$
|
5.59
|
|
Net income (per Common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
2.10
|
|
|
$
|
1.18
|
|
|
$
|
1.17
|
|
|
$
|
1.16
|
|
|
$
|
5.64
|
|
Diluted
|
|
$
|
2.08
|
|
|
$
|
1.17
|
|
|
$
|
1.16
|
|
|
$
|
1.14
|
|
|
$
|
5.59
|
|
Market price of Common stock
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
High
|
|
$
|
67.18
|
|
|
$
|
74.16
|
|
|
$
|
79.29
|
|
|
$
|
72.56
|
|
|
$
|
79.29
|
|
Low
|
|
$
|
54.24
|
|
|
$
|
57.42
|
|
|
$
|
70.08
|
|
|
$
|
57.80
|
|
|
$
|
54.24
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales and other operating revenues
|
|
$
|
2,920.7
|
|
|
$
|
3,468.0
|
|
|
$
|
3,382.5
|
|
|
$
|
2,928.2
|
|
|
$
|
12,699.4
|
|
Income from continuing operations before income taxes
|
|
$
|
40.9
|
|
|
$
|
38.8
|
|
|
$
|
94.1
|
|
|
$
|
44.5
|
|
|
$
|
218.3
|
|
Income from continuing operations
|
|
$
|
23.6
|
|
|
$
|
24.8
|
|
|
$
|
60.0
|
|
|
$
|
29.2
|
|
|
$
|
137.6
|
|
Net income
|
|
$
|
22.9
|
|
|
$
|
26.2
|
|
|
$
|
60.5
|
|
|
$
|
66.7
|
|
|
$
|
176.3
|
|
Income from continuing operations (per Common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
0.52
|
|
|
$
|
0.56
|
|
|
$
|
1.41
|
|
|
$
|
0.70
|
|
|
$
|
3.17
|
|
Diluted
|
|
$
|
0.51
|
|
|
$
|
0.56
|
|
|
$
|
1.40
|
|
|
$
|
0.69
|
|
|
$
|
3.14
|
|
Net income (per Common share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
0.50
|
|
|
$
|
0.59
|
|
|
$
|
1.42
|
|
|
$
|
1.60
|
|
|
$
|
4.06
|
|
Diluted
|
|
$
|
0.50
|
|
|
$
|
0.59
|
|
|
$
|
1.41
|
|
|
$
|
1.58
|
|
|
$
|
4.02
|
|
Market price of Common stock
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
High
|
|
$
|
73.48
|
|
|
$
|
73.47
|
|
|
$
|
57.40
|
|
|
$
|
65.09
|
|
|
$
|
73.48
|
|
Low
|
|
$
|
66.82
|
|
|
$
|
55.82
|
|
|
$
|
48.70
|
|
|
$
|
54.17
|
|
|
$
|
48.70
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1
Prices as quoted on the New York Stock Exchange.
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(Thousands of dollars)
|
Balance at January 1,
|
Charged (Credited) to Expense
|
Deductions
|
Balance at December 31,
|
|||||
|
|
|
|
|
|||||
2016
|
|
|
|
|
|||||
Deducted from assets accounts
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
1,963
|
|
—
|
|
(72
|
)
|
1,891
|
|
|
|
|
|
|
|||||
2015
|
|
|
|
|
|||||
Deducted from assets accounts
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
4,456
|
|
—
|
|
(2,493
|
)
|
1,963
|
|
|
|
|
|
|
|||||
2014
|
|
|
|
|
|||||
Deducted from assets accounts
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
4,576
|
|
—
|
|
(120
|
)
|
4,456
|
|
|
Years Ended December 31,
|
||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Income from continuing operations before income taxes
|
$
|
352,031
|
|
$
|
218,289
|
|
$
|
339,347
|
|
$
|
254,194
|
|
$
|
229,940
|
|
Distributions greater than equity in earnings of affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Previously capitalized interest charged to earnings during the period
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Interest and expense on indebtedness, excluding capitalized interest
|
40,041
|
|
33,531
|
|
36,646
|
|
14,608
|
|
505
|
|
|||||
Interest portion of rentals *
|
7,728
|
|
7,473
|
|
2,842
|
|
2,380
|
|
2,610
|
|
|||||
Earnings before provision for taxes and fixed charges
|
$
|
399,800
|
|
$
|
259,293
|
|
$
|
378,835
|
|
$
|
271,182
|
|
$
|
233,055
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
Interest and expense on indebtedness, excluding capitalized interest
|
$
|
40,041
|
|
$
|
33,531
|
|
$
|
36,646
|
|
$
|
14,608
|
|
$
|
505
|
|
Capitalized interest
|
(337
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Interest portion of rentals *
|
7,728
|
|
7,473
|
|
2,842
|
|
2,380
|
|
2,610
|
|
|||||
Total fixed charges
|
$
|
47,432
|
|
$
|
41,004
|
|
$
|
39,488
|
|
$
|
16,988
|
|
$
|
3,115
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
8.4
|
|
6.3
|
|
9.6
|
|
16.0
|
|
74.8
|
|
|||||
|
|
|
|
|
|
||||||||||
* Calculated as one-third of rentals. Considered a reasonable approximation of interest factor.
|
Murphy USA Inc.
|
|||
List of Subsidiaries
|
|||
|
|
Percentage of Voting
|
|
|
State or Other
|
Securities owned by
|
|
|
Jurisdiction
|
Immediate
|
|
Name of Company
|
of Incorporation
|
Parent
|
|
Murphy Oil USA, Inc.
|
Delaware
|
100
|
%
|
591 Beverage, Inc.
|
Nebraska
|
100
|
%
|
864 Holdings, Inc.
|
Delaware
|
100
|
%
|
864 Beverage, Inc.
|
Texas
|
100
|
%
|
Hankinson Holding, LLC
|
Delaware
|
100
|
%
|
Murphy Oil Trading Company (Eastern)
|
Delaware
|
100
|
%
|
Spur Oil Corporation
|
Delaware
|
100
|
%
|
Superior Crude Trading Company
|
Delaware
|
100
|
%
|
1.
|
I have reviewed this annual report on Form 10-K of Murphy USA Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|