Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'TESORO CORP /NEW/ | ' |
Entity Central Index Key | '0000050104 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 132,832,524 |
Condensed_Statements_of_Consol
Condensed Statements of Consolidated Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
REVENUES (a) | $11,241 | $7,944 | $27,485 | $22,284 | ||||
COSTS AND EXPENSES: | ' | ' | ' | ' | ||||
Cost of sales (a) | 10,355 | 6,848 | 24,827 | 19,419 | ||||
Operating expenses | 542 | 378 | 1,351 | 1,033 | ||||
Selling, general and administrative expenses | 54 | 123 | 229 | 227 | ||||
Depreciation and amortization expense | 140 | 109 | 356 | 307 | ||||
Loss on asset disposals and impairments | 4 | 3 | 19 | 15 | ||||
OPERATING INCOME (LOSS) | 146 | 483 | 703 | 1,283 | ||||
Interest and financing costs, net | -47 | -66 | -110 | -136 | ||||
Interest income | 0 | 1 | 1 | 2 | ||||
Equity in earnings of equity method investment | 9 | 0 | 12 | 0 | ||||
Other income (expense), net | 13 | [1] | -3 | [1] | 65 | [1] | -22 | [1] |
EARNINGS BEFORE INCOME TAXES | 121 | 415 | 671 | 1,127 | ||||
Income tax expense | 47 | [2] | 149 | [2] | 243 | [2] | 416 | [2] |
NET EARNINGS FROM CONTINUING OPERATIONS | 74 | 266 | 428 | 711 | ||||
Earnings from discontinued operations, net of tax | 35 | 14 | 23 | 24 | ||||
NET EARNINGS | 109 | 280 | 451 | 735 | ||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | 10 | 7 | 32 | 19 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | 99 | 273 | 419 | 716 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | ' | ' | ' | ' | ||||
Continuing operations | 64 | 259 | 396 | 692 | ||||
Discontinued operations | 35 | 14 | 23 | 24 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | 99 | 273 | 419 | 716 | ||||
NET EARNINGS PER SHARE - BASIC: | ' | ' | ' | ' | ||||
Continuing operations | $0.48 | $1.86 | $2.92 | $4.96 | ||||
Discontinued operations | $0.26 | $0.10 | $0.17 | $0.17 | ||||
Total | $0.74 | $1.96 | $3.09 | $5.13 | ||||
Weighted average common shares outstanding - Basic | 134.6 | 139.6 | 135.8 | 139.6 | ||||
NET EARNINGS PER SHARE - DILUTED: | ' | ' | ' | ' | ||||
Continuing operations | $0.46 | $1.82 | $2.86 | $4.89 | ||||
Discontinued operations | $0.26 | $0.10 | $0.17 | $0.17 | ||||
Total | $0.72 | $1.92 | $3.03 | $5.06 | ||||
Weighted average common shares outstanding - Diluted | 136.8 | 142.1 | 138.1 | 141.5 | ||||
DIVIDENDS PER SHARE | $0.25 | $0.12 | $0.65 | $0.12 | ||||
SUPPLEMENTAL INFORMATION: | ' | ' | ' | ' | ||||
(a) Includes excise taxes collected by our retail segment | $151 | $134 | $423 | $333 | ||||
[1] | Includes $54 million in refunds from a settlement of a rate proceeding from the CPUC for the nine months ended September 30, 2013 and the release of a $16 million legal reserve as a result of the favorable settlement of litigation for the three and nine months ended September 30, 2013. Also includes accruals related to certain legal matters partially offset by receipts associated with the settlement of a pipeline rate proceeding for the nine months ended September 30, 2012. | |||||||
[2] | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. |
Condensed_Statements_of_Consol1
Condensed Statements of Consolidated Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net earnings | $109 | $280 | $451 | $735 |
Pension and other benefit liability adjustments, net of tax expense of $48 million | 0 | 0 | 73 | 0 |
Total comprehensive income | 109 | 280 | 524 | 735 |
Less: Noncontrolling interest in comprehensive income | 10 | 7 | 32 | 19 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $99 | $273 | $492 | $716 |
Condensed_Statements_of_Consol2
Condensed Statements of Consolidated Comprehensive Income (Unaudited) Condensed Statements of Consolidated Comprehensive Income (Unaudited) (Parentheticals) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Tax expense related to pension and other benefit liability adjustments | $0 | $0 | $48 | $0 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $1,492 | $1,639 |
Receivables, less allowance for doubtful accounts | 1,791 | 1,126 |
Inventories | 2,635 | 1,338 |
Prepayments | 130 | 54 |
Other current assets | 171 | 142 |
Current assets related to discontinued operations | 0 | 337 |
Total Current Assets | 6,219 | 4,636 |
NET PROPERTY, PLANT AND EQUIPMENT | 6,783 | 5,232 |
OTHER NONCURRENT ASSETS, NET | ' | ' |
Acquired intangibles, net | 261 | 214 |
Other noncurrent assets, net | 853 | 602 |
Noncurrent assets related to discontinued operations | 0 | 18 |
Total Other Noncurrent Assets, Net | 1,114 | 834 |
Total Assets | 14,116 | 10,702 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 2,853 | 2,196 |
Other current liabilities | 920 | 625 |
Current liabilities related to discontinued operations | 0 | 60 |
Total Current Liabilities | 3,773 | 2,881 |
DEFERRED INCOME TAXES | 1,048 | 850 |
OTHER NONCURRENT LIABILITIES | 641 | 644 |
DEBT | 3,364 | 1,585 |
NONCURRENT LIABILITIES RELATED TO DISCONTINUED OPERATIONS | 0 | 5 |
COMMITMENTS AND CONTINGENCIES (Note L) | ' | ' |
TESORO CORPORATION STOCKHOLDERS’ EQUITY | ' | ' |
Common stock, par value $0.162/3; authorized 200,000,000 shares; 154,621,860 shares issued (152,579,955 in 2012) | 26 | 25 |
Preferred stock, no par value; authorized 5,000,000 shares; 0 shares issued | 0 | 0 |
Additional paid-in capital | 1,170 | 1,070 |
Retained earnings | 3,980 | 3,649 |
Treasury stock, 20,949,634 common shares (14,417,533 in 2012), at cost | -697 | -356 |
Accumulated other comprehensive loss | -64 | -137 |
Total Tesoro Corporation Stockholders’ Equity | 4,415 | 4,251 |
NONCONTROLLING INTEREST | 875 | 486 |
Total Equity | 5,290 | 4,737 |
Total Liabilities and Equity (Deficit) | $14,116 | $10,702 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
TESORO CORPORATION STOCKHOLDERS’ EQUITY | ' | ' |
Common stock, par value (dollar per share) | $0.17 | $0.17 |
Common stock, authorized shares (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 154,621,860 | 152,579,955 |
Preferred stock, par value (dollar per share) | $0 | $0 |
Preferred stock, authorized shares (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Treasury stock, common shares (shares) | 20,949,634 | 14,417,533 |
Condensed_Statements_of_Consol3
Condensed Statements of Consolidated Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ' | ' |
Net earnings | $451 | $735 |
Adjustments to reconcile net earnings to net cash from operating activities: | ' | ' |
Depreciation and amortization expense | 357 | 328 |
Amortization of debt issuance costs and discounts | 10 | 9 |
Gain on sale of Hawaii Business | -80 | 0 |
Loss on asset disposals and impairments | 5 | 16 |
Stock-based compensation expense | 34 | 93 |
Charges for remaining unamortized debt issue costs and discounts | 0 | 5 |
Deferred income taxes | 222 | 105 |
Excess tax benefits from stock-based compensation arrangements | -11 | -7 |
Deferred charges | -333 | -209 |
Other changes in noncurrent assets and liabilities | -50 | 8 |
Changes in current assets and current liabilities: | ' | ' |
Receivables | -378 | -314 |
Inventories | -381 | 31 |
Prepayments and other | -105 | 70 |
Accounts payable and accrued liabilities | 929 | 305 |
Net cash from operating activities | 670 | 1,175 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -447 | -382 |
Carson Acquisition | -2,300 | 0 |
Proceeds from sale of Hawaii Business | 539 | 0 |
Proceeds from asset sales | 2 | 3 |
Investment in joint venture | -2 | 0 |
Other acquisitions | 315 | 39 |
Advance payments made for acquisition | 0 | 90 |
Net cash used in investing activities | -2,523 | -508 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ' | ' |
Proceeds from debt offering | 550 | 1,275 |
Borrowings under revolving credit agreements | 2,068 | 185 |
Borrowings under term loan credit agreement | 500 | 0 |
Repayments on revolving credit agreements | -1,368 | -352 |
Repayments of debt | -6 | -1,224 |
Dividend payments | -88 | -17 |
Proceeds from stock options exercised | 69 | 23 |
Net proceeds from issuance of Tesoro Logistics LP common units | 392 | 0 |
Distributions to noncontrolling interest | -43 | -17 |
Purchases of common stock | -346 | -31 |
Excess tax benefits from stock-based compensation arrangements | 11 | 7 |
Payments of debt issuance costs | -9 | -22 |
Financing costs and other | -24 | -27 |
Net cash from (used in) financing activities | 1,706 | -200 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -147 | 467 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,639 | 900 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $1,492 | $1,367 |
Basis_of_Presentation_Notes
Basis of Presentation (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
As used in this report, the terms “Tesoro,” “we,” “us” or “our” may refer to Tesoro Corporation, one or more of its consolidated subsidiaries or all of them taken as a whole. The words “we,” “us” or “our” generally include Tesoro Logistics LP (“TLLP”) and its subsidiaries as consolidated subsidiaries of Tesoro Corporation with certain exceptions where there are transactions or obligations between TLLP and Tesoro Corporation or its other subsidiaries. When used in descriptions of agreements and transactions, “TLLP” or the “Partnership” refers to TLLP and its consolidated subsidiaries. | |
The interim condensed consolidated financial statements and notes thereto of Tesoro Corporation and its subsidiaries have been prepared by management without audit according to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed. | |
The consolidated balance sheet at December 31, 2012 has been condensed from the audited consolidated financial statements at that date. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. However, management believes that the disclosures presented herein are adequate to present the information fairly. The accompanying condensed consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012. | |
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We review our estimates on an ongoing basis, based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain prior year balances have been aggregated or disaggregated in order to conform to the current year presentation. | |
On September 25, 2013, we completed the sale of all of our interest in Tesoro Hawaii, LLC, which operates a 94 thousand barrel per day (“Mbpd”) Hawaii refinery, retail stations and associated logistics assets (the “Hawaii Business”), to a subsidiary of Par Petroleum Corporation (“Par Petroleum”). As such, the results of operations and related assets and liabilities of the Hawaii Business have been classified as discontinued operations in these condensed consolidated financial statements and accompanying footnotes for all periods presented. See Note D for additional information. Unless otherwise noted, the information in the notes to the condensed consolidated financial statements relates to our continuing operations. | |
The accompanying financial statements include the results of operations of our Carson refinery and related assets and retail stations since the acquisition on June 1, 2013. See Note B for additional information relating to this acquisition. | |
Our consolidated financial statements include TLLP, a variable interest entity. As the general partner of TLLP, we have the sole ability to direct the activities of TLLP that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes and are TLLP’s primary customer. Under our long-term transportation agreements with TLLP, transactions with us accounted for 84% and 88% of TLLP’s total revenues for the three and nine months ended September 30, 2013, respectively. As TLLP does not derive a significant amount of revenue from third parties, there is limited risk to Tesoro associated with TLLP’s operations. However, in the event TLLP incurs a loss, our operating results will reflect TLLP’s loss, net of intercompany eliminations, to the extent of our ownership interest in TLLP. See Note C for additional information relating to TLLP. | |
Significant Accounting Policies | |
Investments–Equity Method and Joint Ventures | |
For equity investments in other entities that are not required to be consolidated under the variable interest model, we use the equity method of accounting upon evaluation of our ability to exercise significant influence to determine the level of control we may possess over an entity’s operations. Our judgment regarding the level of control over an equity method investment includes considering key factors such as our ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Amounts recognized for equity method investments are included in other noncurrent assets in our condensed consolidated balance sheets and adjusted for our share of the net earnings or losses of the investee, which are presented separately in our condensed statements of consolidated operations, capital contributions made and cash dividends received. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. | |
Effective April 22, 2013, we entered into an equally owned joint venture (“Tesoro Savage Petroleum Terminal LLC”) with Savage Companies to construct, own and operate a unit train unloading and marine loading terminal at the Port of Vancouver, Washington, subject to approval by regulatory agencies. Our investment in Tesoro Savage Petroleum Terminal LLC totaled $2 million as of September 30, 2013. Additionally, on June 1, 2013, in connection with the closing of the acquisition of our Carson refinery and related assets and retail stations, we acquired a 51% interest in the Watson cogeneration facility located at the Carson refinery. Our investment in the Watson cogeneration facility totaled $117 million as of September 30, 2013. We have recorded $9 million and $12 million in earnings from these joint ventures for the three and nine months ended September 30, 2013, respectively. For each investment, we determined that the entities did not represent variable interests and thus consolidation was not required. We have the ability to exercise significant influence over each of these investments through our participation in the management committees which make all significant decisions. However, since we have equal influence over each committee and all significant decisions require consent of the other investor without regard to our economic interest, we have determined that we have joint control and have recorded these investments as joint ventures and applied the equity method of accounting. | |
New Accounting Standards and Disclosures | |
Presentation of Comprehensive Income | |
The Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) in February 2013 that provides entities the option of presenting information related to reclassification adjustments on the face of the financial statements or in the notes to the financial statements for items that are reclassified from other comprehensive income to net income in the statement where those components are presented. The requirements from the new ASU are effective for interim and annual periods beginning after December 15, 2012. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements. | |
Fair Value Measurements and Disclosures | |
The FASB issued an ASU in December 2011, which requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of these arrangements on its financial position. The guidance requires entities to disclose both gross and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. In January 2013, the FASB amended and clarified the scope of the disclosures to include only derivative instruments, repurchase agreements and securities lending transactions. The provisions for this ASU are effective for interim and annual reporting periods beginning on January 1, 2013. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements. |
Acquisitions_Notes
Acquisitions (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
ACQUISITIONS AND OTHER CHANGES IN OPERATIONS | ' | |||||||||||||||
ACQUISITIONS | ||||||||||||||||
TLLP Acquisition of the Northwest Products System | ||||||||||||||||
On June 19, 2013, TLLP completed its acquisition of Chevron Pipe Line Company’s and Northwest Terminalling Company’s (collectively, “Chevron”) northwest products system (the “Northwest Products System”). For additional information regarding the acquisition, see Note C. | ||||||||||||||||
Carson Acquisition | ||||||||||||||||
On June 1, 2013, we acquired from BP West Coast Products, LLC and other affiliated sellers BP’s integrated Southern California refining, marketing and logistics business (the “Carson Acquisition”). The acquired assets include the 266 Mbpd Carson refinery located adjacent to our Wilmington refinery, related marine terminals, land terminals and pipelines. The assets also include the ARCO® brand and associated registered trademarks, as well as a master franchisee license for the ampm® convenience store brand (“ampm® License”) and the supply rights to approximately 835 branded dealer-operated and branded wholesale stations in central and southern California, Nevada and Arizona. Additionally, we acquired an anode coke calcining operation and a 51% ownership in the Watson cogeneration facility, both located at the Carson refinery. In conjunction with the acquisition, we also assumed certain environmental liabilities, primarily remediation obligations. For additional information regarding the assumed environmental remediation obligations and other contractual commitments assumed, see Note L. | ||||||||||||||||
The purchase price of these assets was $2.33 billion, including petroleum and non-hydrocarbon inventories of $1.1 billion. The amount paid at closing was reduced by advance deposits paid by the Company of $127 million, including $90 million, which was paid in the third quarter of 2012 upon execution of the purchase and sale agreement. The original purchase price of $2.42 billion was reduced to $2.33 billion for reductions in net working capital primarily for changes related to accounts receivable and inventories totaling $62 million and a base purchase price adjustment of $33 million for BP-owned retail sites not sold to Tesoro. We financed the transaction with $552 million in cash, $700 million borrowed on the Tesoro Corporation revolving credit facility (the “Revolving Credit Facility”) and $500 million borrowed under our term loan credit facility agreement (the “Term Loan Facility”). The remaining $544 million was funded with cash received from TLLP to fund a portion of its acquisition of six marketing and storage terminal facilities in southern California (the “Carson Terminal Assets”) that occurred directly after the Carson Acquisition. TLLP funded the acquisition with borrowings under its senior secured revolving credit agreement (the “TLLP Revolving Credit Facility”). For additional information regarding TLLP’s acquisition of the Carson Terminal Assets, see Note C. | ||||||||||||||||
The Carson Acquisition is consistent with our business strategy and provides an opportunity to combine two west coast refining, marketing and logistics businesses resulting in a more efficient integrated refining, marketing and logistics system. | ||||||||||||||||
The purchase price allocation for the Carson Acquisition is preliminary and is allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Our total purchase price remains subject to change only for additional base purchase price adjustments for BP-owned retail sites not sold to us during the fourth quarter of 2013, which are not expected to be material. Finalization of the purchase price allocation is pending the completion of an independent valuation, assessment of environmental and other contingencies, and our continued review of other facts and circumstances that existed as of the acquisition date and come to our attention within our measurement period, which is not to exceed one year from the acquisition date. We do not expect future changes to our purchase price allocation to have a material impact on our financial position or results of operations. | ||||||||||||||||
As of September 30, 2013, the asset amounts noted in the table below have been included in the refining and retail segments, as applicable. On October 4, 2013, we reached an agreement with BP on the final net working capital amounts, which included reductions in net working capital primarily associated with accounts receivable and inventories totaling $62 million. Additionally, we received a base purchase price adjustment of $33 million for BP-owned retail sites not sold to Tesoro. The $62 million in net working capital reductions was recorded as receivables not associated with the Carson Acquisition as of September 30, 2013 and refunded to us by BP in October 2013. During the three months ended September 30, 2013, measurement period adjustments were made to our purchase price allocation, including a reduction of $55 million for acquired intangibles, net, due to changes in identifiable assets and other changes not material to our financial statements. Although the finalization of the appraisal and full evaluation of the liabilities may result in changes in the valuation of assets acquired and liabilities assumed, we believe these changes will not have a material impact on our financial position, results of operations or liquidity. The table below presents the acquisition date preliminary purchase price allocation (in millions): | ||||||||||||||||
Receivables | $ | 197 | ||||||||||||||
Inventories | 1,096 | |||||||||||||||
Prepayments and other current assets | 67 | |||||||||||||||
Property, plant and equipment | 1,031 | |||||||||||||||
Acquired intangibles, net | 59 | |||||||||||||||
Other noncurrent assets, net | 112 | |||||||||||||||
Other current liabilities | (25 | ) | ||||||||||||||
Other noncurrent liabilities | (173 | ) | ||||||||||||||
Debt | (36 | ) | ||||||||||||||
Total purchase price | $ | 2,328 | ||||||||||||||
The acquired intangible assets include certain air emission credits in our refining segment along with dealer supply relationships, the ARCO® brand, the ampm® License, and real estate leases in our retail segment, which are subject to amortization and have preliminary estimated useful lives of 15 years. Our 51% interest in the Watson cogeneration facility acquired in the transaction is accounted for using the equity method of accounting and is included in other noncurrent assets at an estimated acquisition date fair value of $111 million. Other noncurrent liabilities include $170 million of environmental remediation liabilities assumed in the Carson Acquisition including $102 million and $68 million associated with our refining and retail segments, respectively. | ||||||||||||||||
We have not provided separate disclosure of revenues and net earnings associated with the Carson Acquisition, commencing on June 1, 2013, in our condensed statements of consolidated operations. Financial information, including the revenues and net earnings, for the Carson refinery operations for the period are not available. We are in the process of integrating our Wilmington and Carson refineries and are operating and accounting for them as a combined facility, including the purchases and sales of crude oil and refined products. Refined products produced from the refining processing units are transported through common logistics assets and cannot be identified as Carson refinery production versus Wilmington refinery production. As a result, revenues and related cost of sales from products delivered through these common assets are unidentifiable to a specific refinery making it impracticable to provide this financial information. | ||||||||||||||||
While we do not have revenue and net earnings information specific to assets acquired in the Carson Acquisition, certain financial information is available for the California region operations, which includes the 266 Mbpd Carson refinery, the 97 Mbpd Wilmington refinery, the 166 Mbpd Martinez refinery and related retail and logistics operations. Total gross margin and operating income for the California region operations were $772 million and $122 million, respectively, from June 1, 2013 through September 30, 2013. | ||||||||||||||||
The following pro forma financial information presents our consolidated results assuming the Carson Acquisition occurred on January 1, 2012. The pro forma financial information is not necessarily indicative of the results of future operations. | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(In millions, except per share amounts) | ||||||||||||||||
Revenues | $ | 11,241 | $ | 11,654 | $ | 33,394 | $ | 33,625 | ||||||||
Net Earnings attributable to Tesoro Corporation Stockholders | 99 | 363 | 515 | 950 | ||||||||||||
Basic Earnings Per Share from Continuing Operations | 0.48 | 2.5 | 3.62 | 6.63 | ||||||||||||
Diluted Earnings Per Share from Continuing Operations | 0.47 | 2.46 | 3.56 | 6.54 | ||||||||||||
During the three and nine months ended September 30, 2013, we incurred transaction and integration costs of approximately $14 million and $44 million, respectively, related to the Carson Acquisition, which include costs of $13 million directly attributable to the execution of the transaction during the nine months ended September 30, 2013. These costs are included in selling, general and administrative expenses in our condensed statements of consolidated operations. |
Tesoro_Logistics_LP_Notes
Tesoro Logistics LP (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Variable Interest Entity, Measure of Activity [Abstract] | ' | |||||||
TESORO LOGISTICS LP | ' | |||||||
TESORO LOGISTICS LP | ||||||||
TLLP is a publicly traded limited partnership that was formed to own, operate, develop and acquire logistics assets. Its assets are integral to the success of Tesoro’s refining and marketing operations and are used to gather crude oil and distribute, transport and store crude oil and refined products. Tesoro Logistics GP, LLC (“TLGP”), a fully consolidated subsidiary, serves as the general partner of TLLP. | ||||||||
We held an approximate 40% interest in TLLP at September 30, 2013, including a 2% general partner interest. This interest includes 2,729,476 common units, 15,254,890 subordinated units and 958,587 general partner units. All intercompany transactions with TLLP are eliminated upon consolidation. | ||||||||
Acquisitions | ||||||||
Northwest Products System Acquisition | ||||||||
On June 19, 2013, TLLP completed its acquisition of Chevron’s Northwest Products System for a purchase price of approximately $355 million. The Northwest Products System consists of a regulated common carrier products pipeline running from Salt Lake City, Utah to Spokane, Washington, a jet fuel pipeline to the Salt Lake City International Airport and three refined products terminals in Boise and Pocatello, Idaho and Pasco, Washington. The amount paid by TLLP at closing was reduced by an advance deposit of $40 million that the Partnership paid in December 2012 upon execution of the asset sale and purchase agreements. Based on the valuation of the assets acquired and estimates of environmental liabilities, the preliminary purchase price allocation consisted of property, plant and equipment of $358 million, goodwill of $9 million, other noncurrent assets of $5 million and environmental liabilities of $17 million. This acquisition is not material to our consolidated financial statements. | ||||||||
In accordance with the amended sale and purchase agreements, Chevron Pipe Line Company has retained financial and operational responsibility to remediate the site of a diesel fuel release that occurred on the Northwest Products System pipeline on March 18, 2013 for a period of two years, in addition to paying any monetary fines and penalties assessed by any government authority arising from this incident. TLLP assumed responsibility for all other environmental contingencies. As of September 30, 2013, there was $14 million remaining of the environmental liabilities assumed in connection with the acquisition of the Northwest Products System, including those obligations related to the diesel fuel release that were not indemnified by Chevron. | ||||||||
Carson Terminal Assets Acquisition | ||||||||
Effective June 1, 2013, TLLP entered into a transaction (the “Carson Terminal Assets Acquisition”) to acquire certain Carson Terminal Assets from Tesoro. This transaction occurred immediately after the closing of the Carson Acquisition, discussed further in Note B. Tesoro received consideration of $640 million, comprised of $544 million in cash financed with borrowings under the TLLP Revolving Credit Facility and the issuance of TLLP equity with a fair value of $96 million. In connection with the Carson Terminal Assets Acquisition, we retained all of the liabilities we assumed in the Carson Acquisition to cleanup and monitor the environmental conditions related to the Carson Terminal Assets. | ||||||||
Revolver Amendments | ||||||||
Effective January 4, 2013, TLLP amended and restated the TLLP Revolving Credit Facility. On May 22, 2013, TLLP further amended the agreement. For additional information regarding the TLLP Revolving Credit Facility, see Note I. | ||||||||
Equity Issuance | ||||||||
On January 14, 2013, TLLP closed an equity offering of 9,775,000 common units at a public offering price of $41.70 per unit. Net proceeds to TLLP from the sale of the units were approximately $392 million, which were used to fund the acquisition of Chevron’s Northwest Products System and for general partnership purposes. In connection with the offering, TLGP purchased 199,490 general partner units at a price of $41.70 per unit to maintain its 2% general partner interest in TLLP. | ||||||||
Debt Issuance | ||||||||
Effective August 1, 2013, TLLP completed a private notes offering of $550 million aggregate principal amount of 6.125% Senior Notes due 2021. The proceeds of this offering were used to repay borrowings outstanding under the TLLP Revolving Credit Facility, which were used to fund TLLP’s acquisition of the Carson Terminal Assets, and to pay a portion of the fees and expenses related to the offering, including initial purchasers’ discounts and commissions and professional fees. See Note I for more information regarding the offering. | ||||||||
Agreements with TLLP | ||||||||
TLLP generates revenue by charging fees for gathering, transporting and storing crude oil and for terminalling, transporting and storing crude oil and refined products. We do not provide financial or equity support through any liquidity arrangements or financial guarantees to TLLP. | ||||||||
TLLP provides us with various pipeline transportation, trucking, terminal distribution and storage services under long-term, fee-based commercial agreements expiring 2016 through 2023. Each of these agreements, with the exception of the storage and transportation services agreement, contain minimum volume commitments. Each agreement has fees that are indexed for inflation and, except for a trucking transportation services agreement, provides us with options to renew for two additional five-year terms. | ||||||||
In addition to commercial agreements, we are also party to an omnibus agreement with TLLP, which among other things, addresses the payment of a fee to us for various general and administrative services provided to TLLP. The annual omnibus fee increased as a result of the Carson Terminal Assets Acquisition to $4 million. We are also party to an operational services agreement with TLLP, under which TLLP reimburses us with a fee for the provision of certain operational services in support of their pipelines, terminals and storage facilities and directly reimburses us for specifically identifiable charges. The annual operational services fee increased as a result of the Carson Terminal Assets Acquisition to approximately $4 million. | ||||||||
With the exception of affiliate balances, which are eliminated upon consolidation, and their impact on equity, the TLLP condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012, as presented below, are included in the condensed consolidated balance sheets of Tesoro Corporation. | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In millions) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 65 | $ | 19 | ||||
Receivables | ||||||||
Trade | 8 | — | ||||||
Affiliate | 30 | 18 | ||||||
Prepayments | 2 | 1 | ||||||
Other current assets | 5 | — | ||||||
Total Current Assets | 110 | 38 | ||||||
NET, PROPERTY, PLANT AND EQUIPMENT | 1,062 | 274 | ||||||
DEPOSITS | — | 40 | ||||||
GOODWILL | 9 | — | ||||||
OTHER NONCURRENT ASSETS | 25 | 11 | ||||||
Total Assets | $ | 1,206 | $ | 363 | ||||
LIABILITIES AND EQUITY (DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | ||||||||
Trade | $ | 19 | $ | 9 | ||||
Affiliate | 8 | 7 | ||||||
Deferred revenue - affiliate | 2 | 2 | ||||||
Accrued interest and financing costs | 16 | 6 | ||||||
Accrued environmental liabilities | 13 | — | ||||||
Other current liabilities | 5 | 3 | ||||||
Total Current Liabilities | 63 | 27 | ||||||
OTHER NONCURRENT LIABILITIES | 6 | — | ||||||
DEBT | 909 | 354 | ||||||
EQUITY (DEFICIT) | 228 | (18 | ) | |||||
Total Liabilities and Equity (Deficit) | $ | 1,206 | $ | 363 | ||||
Discontinued_Operations_Discon
Discontinued Operations Discontinued Operations (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
Hawaii Business | ||||||||||||||||
On September 25, 2013, we completed the sale of all of our interest in Tesoro Hawaii, LLC, which operates a 94 Mbpd Hawaii refinery, retail stations and associated logistics assets, to a subsidiary of Par Petroleum. We received gross proceeds of $539 million, including $75 million from the sale of assets and $464 million from the sale of inventory and other net working capital. Additional contingent consideration includes an earnout arrangement payable over three years for an aggregate amount of up to $40 million based on consolidated gross margins. Any income related to the earnout arrangement will not be recorded until it is considered realizable. We have also agreed to indemnify the purchaser for up to $15 million of environmental remediation costs related to the Hawaii Business, subject to limitations described in the purchase agreement. | ||||||||||||||||
The assets and liabilities related to the Hawaii Business as of December 31, 2012 have been presented in the condensed consolidated balance sheets as “assets related to discontinued operations” and “liabilities related to discontinued operations,” respectively. Also, the results of operations for this business have been presented as discontinued operations in the condensed statements of consolidated operations for the three and nine months ended September 30, 2013 and 2012. | ||||||||||||||||
We recognized $248 million of impairment charges related to the Hawaii Business in the fourth quarter of 2012, which included $20 million related to estimated costs for asset retirement obligations (“AROs”). Par Petroleum assumed the AROs upon close of the transaction; therefore, we will not incur any removal or other closure costs for this business. In the second quarter of 2013, upon execution of the membership interest purchase agreement, we adjusted the AROs related to the Hawaii refinery downward $14 million, which is included in earnings from discontinued operations in the condensed statements of consolidated operations for the nine months ended September 30, 2013. | ||||||||||||||||
Revenues and earnings (loss), including gain on disposition, before and after tax from the discontinued Hawaii Business for the three and nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(In millions) | ||||||||||||||||
Revenues | $ | 585 | $ | 832 | $ | 2,036 | $ | 2,417 | ||||||||
Earnings (loss) from discontinued operations, before tax | $ | (24 | ) | $ | 23 | $ | (41 | ) | $ | 38 | ||||||
Gain on sale of Hawaii Business, before tax (a) | 80 | — | 80 | — | ||||||||||||
Total earnings from discontinued operations, before tax | 56 | 23 | 39 | 38 | ||||||||||||
Income tax expense | 21 | 9 | 16 | 14 | ||||||||||||
Earnings from discontinued operations, net of tax | $ | 35 | $ | 14 | $ | 23 | $ | 24 | ||||||||
________________ | ||||||||||||||||
(a) | Gain on sale of the Hawaii Business includes a $17 million curtailment gain related to the remeasurement of our pension and other postretirement benefit obligations recognized during the three months ended September 30, 2013. | |||||||||||||||
As a result of the sale of the Hawaii Business, no assets or liabilities have been presented separately for discontinued operations as of September 30, 2013. The following assets and liabilities relate to the discontinued Hawaii Business as of December 31, 2012: | ||||||||||||||||
December 31, | ||||||||||||||||
2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Assets: | ||||||||||||||||
Receivables, less allowance for doubtful accounts | $ | 95 | ||||||||||||||
Inventories | 240 | |||||||||||||||
Prepayments and other current assets | 2 | |||||||||||||||
Total current assets related to discontinued operations | 337 | |||||||||||||||
Net property, plant and equipment | 13 | |||||||||||||||
Other noncurrent assets, net | 5 | |||||||||||||||
Total assets related to discontinued operations | $ | 355 | ||||||||||||||
Liabilities: | ||||||||||||||||
Accounts payable | $ | 17 | ||||||||||||||
Other current liabilities | 43 | |||||||||||||||
Total current liabilities related to discontinued operations | 60 | |||||||||||||||
Other noncurrent liabilities | 3 | |||||||||||||||
Debt | 2 | |||||||||||||||
Total liabilities related to discontinued operations | $ | 65 | ||||||||||||||
Cash flows related to the discontinued Hawaii Business have been combined with the cash flows from continuing operations in the condensed statements of consolidated cash flows for both periods presented and cash flows from operating and investing activities are summarized as follows (in millions): | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Cash Flows From (Used in): | ||||||||||||||||
Operating activities | $ | 74 | $ | 40 | ||||||||||||
Investing activities | 537 | (14 | ) | |||||||||||||
Earnings_Per_Share_Notes
Earnings Per Share (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
EARNINGS PER SHARE | ' | |||||||
EARNINGS PER SHARE | ||||||||
We compute basic earnings per share by dividing net earnings attributable to Tesoro Corporation stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share include the effects of potentially dilutive shares outstanding during the period. | ||||||||
Share calculations are presented below (in millions): | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2013 | 2012 | 2013 | 2012 | |||||
Weighted average common shares outstanding | 134.6 | 139.6 | 135.8 | 139.6 | ||||
Common stock equivalents | 2.2 | 2.5 | 2.3 | 1.9 | ||||
Total diluted shares | 136.8 | 142.1 | 138.1 | 141.5 | ||||
Potentially dilutive common stock equivalents are excluded from the calculation of diluted earnings per share if the effect of including such securities in the calculation would have been anti-dilutive. Anti-dilutive securities were 0.2 million and 1.9 million for the three months ended September 30, 2013 and 2012, respectively, and 0.1 million and 2.6 million for the nine months ended September 30, 2013 and 2012, respectively. |
Inventories_Notes
Inventories (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
INVENTORIES | ||||||||
Components of inventories were as follows (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Domestic crude oil and refined products | $ | 2,105 | $ | 957 | ||||
Foreign subsidiary crude oil | 331 | 246 | ||||||
Materials and supplies | 117 | 83 | ||||||
Oxygenates and by-products | 67 | 38 | ||||||
Merchandise | 15 | 14 | ||||||
Total Inventories | $ | 2,635 | $ | 1,338 | ||||
The total carrying value of our crude oil and refined product inventories was less than replacement cost by approximately $1.9 billion and $1.3 billion at September 30, 2013 and December 31, 2012, respectively. See Note B for more information regarding the inventory acquired in the Carson Acquisition. |
Fair_Value_Measurements_Notes
Fair Value Measurements (Notes) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||||||
We classify financial assets and financial liabilities into the following fair value hierarchy: | ||||||||||||||||||||
• | level 1 - valued based on quoted prices in active markets for identical assets and liabilities; | |||||||||||||||||||
• | level 2 - valued based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability; and | |||||||||||||||||||
• | level 3 - valued based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||||
We measure fair value using level 1 inputs, when available, because they provide the most reliable evidence of fair value. Derivative instruments and our Renewable Identification Numbers (“RINs”) are our only financial assets and liabilities measured at fair value on a recurring basis. We did not have any financial assets or liabilities classified as level 3 at September 30, 2013 or December 31, 2012. See Note H for further information on the Company’s derivative instruments. | ||||||||||||||||||||
Our derivative instruments consist primarily of physical commodity forward purchase and sale contracts (“Forward Contracts”), exchange-traded futures (“Futures Contracts”), over-the-counter swaps (“OTC Swap Contracts”), options (“Options”), and over-the-counter options (“OTC Option Contracts”). Forward Contracts, OTC Swap Contracts, and OTC Option Contracts are valued using third-party broker quotes, industry pricing services and price curves derived from commodity exchange postings, with consideration of counterparty credit risk. These quotes are corroborated with market data and are categorized in level 2 of the fair value hierarchy. Futures Contracts are valued based on quoted prices from exchanges and are categorized in level 1 or level 2 of the fair value hierarchy based on the liquidity of the instrument. Options are valued using quoted prices from exchanges and are categorized in level 1 of the fair value hierarchy. | ||||||||||||||||||||
Our RINs obligation represents our period-end deficit for the purchase of RINs to satisfy the requirement to blend biofuels into the products we have produced. Our RINs obligation is based on our RINs deficit and the price of those RINs as of the balance sheet date. Our RINs obligation is measured at fair value using quoted prices from an independent pricing service. | ||||||||||||||||||||
Financial assets and liabilities recognized at fair value in our condensed consolidated balance sheets by level within the fair value hierarchy were as follows (in millions): | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Netting and Collateral (a) | Total as of | ||||||||||||||||
30-Sep-13 | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 307 | $ | 6 | $ | — | $ | (247 | ) | $ | 66 | |||||||||
Commodity Forward Contracts | — | 3 | — | — | 3 | |||||||||||||||
Total Assets | $ | 307 | $ | 9 | $ | — | $ | (247 | ) | $ | 69 | |||||||||
Liabilities: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 273 | $ | 3 | $ | — | $ | (275 | ) | $ | 1 | |||||||||
RINs Obligation | — | 3 | — | — | 3 | |||||||||||||||
Total Liabilities | $ | 273 | $ | 6 | $ | — | $ | (275 | ) | $ | 4 | |||||||||
Level 1 | Level 2 | Level 3 | Netting and Collateral (a) | Total as of | ||||||||||||||||
31-Dec-12 | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 91 | $ | 4 | $ | — | $ | (68 | ) | $ | 27 | |||||||||
Total Assets | $ | 91 | $ | 4 | $ | — | $ | (68 | ) | $ | 27 | |||||||||
Liabilities: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 96 | $ | 4 | $ | — | $ | (95 | ) | $ | 5 | |||||||||
Commodity Forward Contracts | — | 1 | — | — | 1 | |||||||||||||||
RINs Obligation | — | 1 | — | — | 1 | |||||||||||||||
Total Liabilities | $ | 96 | $ | 6 | $ | — | $ | (95 | ) | $ | 7 | |||||||||
________________ | ||||||||||||||||||||
(a) | Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of September 30, 2013 and December 31, 2012, cash collateral amounts of $28 million and $27 million, respectively, are netted with mark-to-market derivative assets. | |||||||||||||||||||
Certain of our derivative contracts, under master netting arrangements, include both asset and liability positions. We have elected to offset both the fair value amounts and any related cash collateral amounts recognized for multiple derivative instruments executed with the same counterparty when there is a legally enforceable right and an intention to settle net or simultaneously. | ||||||||||||||||||||
We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including: | ||||||||||||||||||||
• | the short-term duration of the instruments (less than one percent of our trade receivables and payables are outstanding for greater than 90 days); and | |||||||||||||||||||
• | the expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. | |||||||||||||||||||
The borrowings under our Revolving Credit Facility, the TLLP Revolving Credit Facility and our Term Loan Facility, which include variable interest rates, approximate fair value. The fair value of our senior notes is based on prices from recent trade activity and is categorized in level 2 of the fair value hierarchy. Both the carrying value and fair value of our debt at September 30, 2013 were approximately $3.3 billion. The carrying value and fair value of our debt at December 31, 2012 were approximately $1.6 billion and $1.7 billion, respectively. |
Derivative_Instruments_Notes
Derivative Instruments (Notes) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
General Discussion of Derivative Instruments and Hedging Activities [Abstract] | ' | |||||||||||||||||
DERIVATIVE INSTRUMENTS | ' | |||||||||||||||||
DERIVATIVE INSTRUMENTS | ||||||||||||||||||
The timing, direction and overall change in refined product prices versus crude oil prices impacts profit margins and has a significant impact on our earnings and cash flows. Consequently, we use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of feedstocks, refined products and energy supplies to or from the Company’s refineries, terminals, retail operations and customers. We also use non-trading derivative instruments to manage price risks associated with inventories above or below our target levels. To achieve our objectives, we use derivative instruments such as Forward Contracts, Futures Contracts, OTC Swap Contracts, Options, and, OTC Option Contracts, which had remaining maturity dates within two years as of September 30, 2013. We believe that there is minimal credit risk with respect to our counterparties. | ||||||||||||||||||
We are also exposed to exchange rate fluctuations on our purchases of Canadian crude oil. We enter into Forward Contracts of Canadian dollars to manage these exchange rate fluctuations. | ||||||||||||||||||
The accounting for changes in the fair value of a commodity derivative depends on whether the derivative has been designated in a hedging relationship and whether we have elected the normal purchases and normal sales exception. We did not designate any of our derivatives for hedge accounting during the three and nine months ended September 30, 2013 and 2012, respectively. The accounting for the change in fair value can be summarized as follows: | ||||||||||||||||||
Derivative Treatment | Accounting Method | |||||||||||||||||
Normal purchases and normal sales exception | Accrual accounting | |||||||||||||||||
Designated in qualifying hedging relationship | Hedge accounting | |||||||||||||||||
All other derivatives | Mark-to-market accounting | |||||||||||||||||
The primary derivative instruments that we use have the following characteristics. Forward Contracts are agreements to buy or sell the commodity at a predetermined price at a specified future date. Futures Contracts are standardized agreements, traded on a futures exchange, to buy or sell the commodity at a predetermined price at a specified future date. OTC Swap Contracts and OTC Option Contracts require cash settlement for the commodity based on the difference between a contracted fixed or floating price and the market price on the settlement date. Options provide the right, but not the obligation to buy or sell the commodity at a specified price in the future. Certain of these contracts require cash collateral if our liability position exceeds specified thresholds. | ||||||||||||||||||
The following table presents the fair value (in millions) of our derivative instruments as of September 30, 2013 and December 31, 2012. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements including cash collateral on deposit with, or received from, brokers. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. As a result, the asset and liability amounts below will not agree with the amounts presented in our condensed consolidated balance sheets. | ||||||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||||
Balance Sheet Location | September 30, | December 31, | September 30, | December 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Commodity Futures Contracts (a) | Other current assets | $ | 313 | $ | 76 | $ | 276 | $ | 83 | |||||||||
Commodity Futures Contracts | Current assets related to discontinued operations | — | 19 | — | 17 | |||||||||||||
Commodity Forward Contracts | Receivables | 3 | — | — | — | |||||||||||||
Commodity Forward Contracts | Accounts payable | — | — | — | 1 | |||||||||||||
Total Gross Mark-to-Market Derivatives | 316 | 95 | 276 | 101 | ||||||||||||||
Less: Counterparty Netting and Cash Collateral (b) | (247 | ) | (68 | ) | (275 | ) | (95 | ) | ||||||||||
Total Net Fair Value of Derivatives | $ | 69 | $ | 27 | $ | 1 | $ | 6 | ||||||||||
________________ | ||||||||||||||||||
(a) | We had derivative assets totaling $6 million and $1 million at September 30, 2013 and December 31, 2012, respectively, related to corn futures used to manage our biofuel exposure. Additionally, we had derivative liabilities totaling $1 million at September 30, 2013 related to corn futures. There were no corn future derivative liabilities at December 31, 2012. | |||||||||||||||||
(b) | As of September 30, 2013 and December 31, 2012, cash collateral amounts of $28 million and $27 million, respectively, are netted with mark-to-market derivative assets. | |||||||||||||||||
Gains (losses) for our mark-to market derivatives for the three and nine months ended September 30, 2013 and 2012, were as follows (in millions): | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Commodity Futures Contracts | $ | (73 | ) | $ | (60 | ) | $ | (89 | ) | $ | (22 | ) | ||||||
Commodity OTC Swap Contracts | — | (4 | ) | — | (10 | ) | ||||||||||||
Commodity Forward Contracts | 7 | (5 | ) | 3 | (2 | ) | ||||||||||||
Foreign Currency Forward Contracts | — | 1 | (4 | ) | — | |||||||||||||
Total Loss on Mark-to-Market Derivatives | $ | (66 | ) | $ | (68 | ) | $ | (90 | ) | $ | (34 | ) | ||||||
The income statement location of gains (losses) for our mark-to market derivatives above were as follows (in millions): | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
Income Statement Location: | 2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenues | $ | (10 | ) | $ | (17 | ) | $ | — | $ | 4 | ||||||||
Cost of sales | (45 | ) | (75 | ) | (65 | ) | (47 | ) | ||||||||||
Other income (expense), net | — | 1 | (4 | ) | — | |||||||||||||
Net earnings from discontinued operations | (11 | ) | 23 | (21 | ) | 9 | ||||||||||||
Total Loss on Mark-to-Market Derivatives | $ | (66 | ) | $ | (68 | ) | $ | (90 | ) | $ | (34 | ) | ||||||
Open Long (Short) Positions | ||||||||||||||||||
All of our open positions are scheduled to mature within two years. The information below presents the net volume of outstanding commodity contracts by type of instrument and year of maturity as of September 30, 2013 (volumes in thousands of barrels): | ||||||||||||||||||
Mark-to-Market Derivatives | ||||||||||||||||||
Derivative instrument and Year of maturity | Long (Short) Contract Volumes | |||||||||||||||||
Futures | ||||||||||||||||||
2013 | -7,092 | |||||||||||||||||
2014 | -965 | |||||||||||||||||
OTC Swaps | ||||||||||||||||||
2013 | 300 | |||||||||||||||||
Forwards | ||||||||||||||||||
2013 | 16 | |||||||||||||||||
Additionally, as of September 30, 2013, we held short futures positions totaling 2.8 million and 3.0 million bushels of corn maturing in 2013 and 2014, respectively. |
Debt_Notes
Debt (Notes) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||
DEBT | ' | |||||||||||||||||
DEBT | ||||||||||||||||||
Our total debt balance at September 30, 2013 and December 31, 2012 was as follows (in millions): | ||||||||||||||||||
September 30, | December 31, | |||||||||||||||||
2013 | 2012 | |||||||||||||||||
Total Debt | $ | 3,375 | $ | 1,588 | ||||||||||||||
Less: Current maturities | 11 | 3 | ||||||||||||||||
Debt, less current maturities | $ | 3,364 | $ | 1,585 | ||||||||||||||
6.125% TLLP Senior Notes due 2021 | ||||||||||||||||||
Effective August 1, 2013, TLLP completed a private offering of $550 million aggregate principal amount of 6.125% Senior Notes due 2021 (the “TLLP Notes”). The proceeds of this offering were used to repay the amounts outstanding under the TLLP Revolving Credit Facility, which amounts were used to fund a portion of the Carson Terminal Assets Acquisition, and to pay a portion of the fees and expenses related to the offering of the TLLP Notes. The TLLP Notes have no sinking fund requirements. TLLP may redeem some or all of the TLLP Notes, prior to October 15, 2016, at a make-whole price plus accrued and unpaid interest, if any. On or after October 15, 2016, the TLLP Notes may be redeemed at premiums equal to 104.594% through October 15, 2017; 103.063% from October 15, 2017 through October 15, 2018; 101.531% from October 15, 2018 through October 15, 2019; and at par thereafter, plus accrued and unpaid interest in all circumstances. TLLP has the right to redeem up to 35% of the aggregate principal amount at 106.125% percent of face value with proceeds from certain equity issuances through October 15, 2016. | ||||||||||||||||||
The TLLP Notes also contain customary terms, events of default and covenants for an issuance of non-investment debt grade securities. The TLLP Notes due 2021 are unsecured and guaranteed by all of TLLP’s domestic subsidiaries, except Tesoro Logistics Finance Corp., the co-issuer of the TLLP Notes, and are non-recourse to Tesoro, except for TLGP. | ||||||||||||||||||
On September 12, 2013, TLLP completed an offer to exchange its existing unregistered Senior Notes due 2020 and Senior Notes due 2021 (the “Unregistered Notes”) for an equal principal amount of 5.875% Senior Notes due 2020 and 6.125% Senior Notes due 2021 (the “Exchange Notes”), respectively, that were registered under the Securities Act of 1933, as amended. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the Unregistered Notes for which they were exchanged, except that the Exchange Notes generally are not subject to transfer restrictions. | ||||||||||||||||||
Credit Facilities Overview | ||||||||||||||||||
We had available capacity under our credit agreements as follows at September 30, 2013 (in millions): | ||||||||||||||||||
Total | Amount Borrowed as of September 30, 2013 | Outstanding | Available Capacity | Expiration | ||||||||||||||
Capacity | Letters of Credit | |||||||||||||||||
Tesoro Corporation Revolving Credit Facility (a) | $ | 3,000 | $ | 700 | $ | 820 | $ | 1,480 | January 4, 2018 | |||||||||
TLLP Revolving Credit Facility | 575 | — | — | 575 | December 31, 2017 | |||||||||||||
Term Loan Credit Facility | 498 | 498 | — | — | 30-May-16 | |||||||||||||
Letter of Credit Facilities | 1,562 | — | 934 | 628 | ||||||||||||||
Total credit agreements | $ | 5,635 | $ | 1,198 | $ | 1,754 | $ | 2,683 | ||||||||||
________________ | ||||||||||||||||||
(a) | Borrowing base is the lesser of the amount of the periodically adjusted borrowing base or the agreement’s total capacity. | |||||||||||||||||
As of September 30, 2013, our credit facilities were subject to the following expenses and fees: | ||||||||||||||||||
Credit Facility | 30 day Eurodollar (LIBOR) Rate | Eurodollar Margin | Base Rate | Base Rate Margin | Commitment Fee | |||||||||||||
(unused portion) | ||||||||||||||||||
Tesoro Corporation Revolving Credit Facility ($3.0 billion) (b) | 0.18% | 1.50% | 3.25% | 0.50% | 0.38% | |||||||||||||
TLLP Revolving Credit Facility ($575 million) (c) | 0.18% | 2.25% | 3.25% | 1.25% | 0.38% | |||||||||||||
________________ | ||||||||||||||||||
(b) | We can elect the interest rate to apply to the Revolving Credit Facility between a base rate plus the base rate margin, or a Eurodollar rate, for the applicable term, plus, the Eurodollar margin at the time of the borrowing. The applicable margin varies based on the Revolving Credit Facility’s credit ratings. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. | |||||||||||||||||
(c) | TLLP can elect the interest rate to apply to the TLLP Revolving Credit Facility between a base rate plus the base rate margin, or a Eurodollar rate, for the applicable term, plus, the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the TLLP Revolving Credit Facility. TLLP incurs commitment fees for the unused portion of the TLLP Revolving Credit Facility at an annual rate. | |||||||||||||||||
Tesoro Corporation Revolving Credit Facility | ||||||||||||||||||
Effective January 4, 2013, we entered into the Sixth Amended and Restated Credit Agreement, which permitted us to increase the capacity of our Revolving Credit Facility to an aggregate of $3.0 billion, on May 21, 2013 (“Increase Effective Date”). Additionally, the agreement allows for us to request that the capacity be increased up to an aggregate of $4.0 billion, subject to receiving increased commitments from the lenders; however, we must offer to reduce the commitments by at least $500 million on or prior to the 18 month anniversary of the Increase Effective Date and by an additional $500 million on or prior to the two year anniversary of the Increase Effective Date. On May 30, 2013, we borrowed $700 million under the Revolving Credit Facility to fund a portion of the Carson Acquisition. The weighted average interest rate for borrowings under the Revolving Credit Facility was 2.57% as of September 30, 2013. On October 25, 2013, we repaid $500 million of the borrowings outstanding under this facility. | ||||||||||||||||||
At September 30, 2013, our Revolving Credit Facility provided for borrowings (including letters of credit) up to the lesser of the amount of a periodically adjusted borrowing base of approximately $4.0 billion, consisting of Tesoro’s eligible cash and cash equivalents, receivables and petroleum inventories, net of the standard reserve as defined, or the Revolving Credit Facility’s total capacity of $3.0 billion. | ||||||||||||||||||
TLLP Revolving Credit Facility | ||||||||||||||||||
Effective January 4, 2013, TLLP amended and restated the TLLP Revolving Credit Facility to increase commitments under the facility from $300 million to $500 million and to allow TLLP to request that the loan availability be increased up to an aggregate of $650 million, subject to receiving increased commitments from the lenders. | ||||||||||||||||||
Effective May 22, 2013, TLLP further amended the TLLP Revolving Credit Facility to increase the total revolving loan availability from $500 million to $575 million and to modify the definition of Consolidated EBITDA and the calculation of the Consolidated Leverage Ratio. On May 30, 2013, TLLP borrowed $544 million under the TLLP Revolving Credit Facility to fund a portion of its acquisition of the Carson Terminal Assets from Tesoro on June 1, 2013. TLLP repaid all of the borrowings outstanding under this facility with the proceeds from the August 1, 2013 TLLP Notes offering discussed above. | ||||||||||||||||||
The TLLP Revolving Credit Facility is non-recourse to Tesoro, except for TLGP, and is guaranteed by all of TLLP’s subsidiaries and secured by substantially all of TLLP’s assets. Borrowings are available under the TLLP Revolving Credit Facility up to the total loan availability of the facility. | ||||||||||||||||||
Term Loan Credit Facility | ||||||||||||||||||
We borrowed $500 million under our Term Loan Facility on May 30, 2013, which was used to fund a portion of the Carson Acquisition. The obligations under the Term Loan Facility are secured by all equity interests of Tesoro Refining & Marketing Company LLC and Tesoro Alaska Company, the Tesoro and USA Gasoline trademarks and those trademarks containing the name “ARCO” acquired in the Carson Acquisition and junior liens on certain assets. As of September 30, 2013, the borrowings under our Term Loan Facility incurred interest at a rate of 2.51%. | ||||||||||||||||||
The Term Loan Facility matures three years from the initial borrowing. The Term Loan Facility is subject to equal quarterly payments in an amount equal to 1.00% per annum of the initial borrowing with the final payment of all amounts outstanding due on May 30, 2016, the maturity date. | ||||||||||||||||||
Letter of Credit Agreements | ||||||||||||||||||
The Revolving Credit Facility allows us to obtain letters of credit under separate letter of credit agreements for foreign crude oil purchases. As of September 30, 2013, our seven separate uncommitted letter of credit agreements had $934 million outstanding. Capacity under these letter of credit agreements is available on an uncommitted basis and can be terminated by either party, at any time. |
Property_Plant_and_Equipment_N
Property, Plant and Equipment (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment, at cost, is as follows (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Refining | $ | 7,962 | $ | 6,268 | ||||
Retail | 767 | 712 | ||||||
Corporate | 224 | 226 | ||||||
Property, plant and equipment, at cost | 8,953 | 7,206 | ||||||
Accumulated depreciation | (2,170 | ) | (1,974 | ) | ||||
Net property, plant and equipment | $ | 6,783 | $ | 5,232 | ||||
We capitalize interest as part of the cost of major projects during the construction period. Capitalized interest totaled $3 million and $5 million for the three months ended September 30, 2013 and 2012, respectively, and $12 million and $13 million for the nine months ended September 30, 2013 and 2012, respectively, and is recorded as a reduction to net interest and financing costs in our condensed statements of consolidated operations. See Note B for more information regarding the property, plant and equipment acquired in the Carson Acquisition. |
Benefit_Plans_Notes
Benefit Plans (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
BENEFIT PLANS | ' | |||||||||||||||
BENEFIT PLANS | ||||||||||||||||
Tesoro sponsors the following four defined benefit pension plans: the funded qualified employee retirement plan, the unfunded nonqualified executive security plan, the unfunded nonqualified restoration retirement plan and the unfunded nonqualified supplemental executive retirement plan. Although our funded employee retirement plan fully meets all funding requirements under applicable laws and regulations, we voluntarily contributed $36 million during the nine months ended September 30, 2013 to improve the funded status of the plan. | ||||||||||||||||
Tesoro also provides health care benefits to retirees who met certain service requirements and were participating in our group health insurance program at retirement. | ||||||||||||||||
As a result of the Carson Acquisition and the sale of the Hawaii Business, we remeasured our pension and other postretirement benefit obligations during the second quarter of 2013. The discount rates used to determine the pension and postretirement obligations, and the related net periodic benefit costs for the remainder of 2013 are 4.65% and 3.01%, respectively, compared to discount rates of 4.06% and 2.82%, respectively, used at December 31, 2012. We determine the discount rate primarily by reference to the effective yields on high quality corporate bonds that have a comparable cash flow pattern to the expected payments to be made under our plans. The remeasurement resulted in a $125 million decrease in pension and other postretirement liabilities during the second quarter of 2013. The benefit of this remeasurement will be amortized into income through 2023. The remeasurement for pension and other postretirement benefits did not have a material impact on our net periodic benefit expense during the three or nine months ended September 30, 2013. We recorded a $17 million curtailment gain related to the remeasurement of our pension and other postretirement benefit obligations during the three and nine months ended September 30, 2013, as a result of the sale of the Hawaii Business. | ||||||||||||||||
The components of pension and other postretirement benefit expense (income), including amounts related to discontinued operations, included in the condensed statements of consolidated operations for the three and nine months ended September 30, 2013 and 2012 were (in millions): | ||||||||||||||||
Pension Benefits | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Service cost | $ | 13 | $ | 7 | $ | 27 | $ | 21 | ||||||||
Interest cost | 9 | 7 | 22 | 22 | ||||||||||||
Expected return on plan assets | (6 | ) | (6 | ) | (18 | ) | (18 | ) | ||||||||
Amortization of prior service cost | 1 | 1 | 1 | 1 | ||||||||||||
Recognized net actuarial loss | 3 | 5 | 16 | 16 | ||||||||||||
Net Periodic Benefit Expense | $ | 20 | $ | 14 | $ | 48 | $ | 42 | ||||||||
Other Postretirement Benefits | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Service cost | $ | — | $ | 2 | $ | 3 | $ | 4 | ||||||||
Interest cost | 1 | 1 | 2 | 3 | ||||||||||||
Amortization of prior service credit | (8 | ) | (9 | ) | (27 | ) | (28 | ) | ||||||||
Recognized net actuarial loss | 1 | 2 | 6 | 8 | ||||||||||||
Recognized curtailment gain | (17 | ) | — | (17 | ) | — | ||||||||||
Net Periodic Benefit Income | $ | (23 | ) | $ | (4 | ) | $ | (33 | ) | $ | (13 | ) |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
COMMITMENTS AND CONTINGENCIES | ' | |||
COMMITMENTS AND CONTINGENCIES | ||||
Environmental and Tax Matters | ||||
We are a party to various litigation and contingent loss situations, including environmental and income tax matters, arising in the ordinary course of business. Although we cannot predict the ultimate outcomes of these matters with certainty, we have accrued for the estimated liabilities when appropriate. We believe that the outcome of these matters will not have a material impact on our liquidity or financial position, although the resolution of certain of these matters could have a material impact on our interim or annual results of operations. Additionally, if applicable, we accrue receivables for probable third-party recoveries. | ||||
We are subject to extensive federal, state and local environmental laws and regulations. These laws, which change frequently, regulate the discharge of materials into the environment and may require us to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites, install additional controls or make other modifications to certain emission sources, equipment or facilities. | ||||
We are subject to extensive federal, state and foreign tax laws and regulations. Newly enacted tax laws and regulations, and changes in existing tax laws and regulations, could result in increased expenditures in the future. We are also subject to audits by federal, state and foreign taxing authorities in the normal course of business. It is possible that tax audits could result in claims against us in excess of recorded liabilities. We believe that resolution of any such claim(s) would not have a material impact on our financial position, results of operations or liquidity. We do not expect our unrecognized tax benefits to change significantly over the next twelve months. | ||||
Environmental Liabilities | ||||
We are incurring and expect to continue to incur expenses for environmental liabilities at a number of currently and previously owned or operated refining, pipeline, terminal and retail station properties. We have accrued liabilities for these expenses and believe these accruals are adequate based on current information and projections that can be reasonably estimated. Our environmental accruals are based on estimates including engineering assessments, and it is possible that our projections will change and that additional costs will be recorded as more information becomes available. Changes in our environmental liabilities for the nine months ended September 30, 2013, were as follows (in millions): | ||||
Balance at December 31, 2012 (a) | $ | 85 | ||
Additions, net | 16 | |||
Liabilities assumed in the Carson Acquisition | 170 | |||
Liabilities assumed in the Northwest Products System Acquisition | 17 | |||
Expenditures | (25 | ) | ||
Balance at September 30, 2013 (a) | $ | 263 | ||
________________ | ||||
(a) | Includes $18 million of TLLP environmental liabilities at September 30, 2013. There were no environmental liabilities recorded for TLLP at December 31, 2012. | |||
The environmental remediation liabilities assumed in the Carson Acquisition include amounts estimated for site cleanup activities and monitoring activities arising from operations at the Carson refinery, certain terminals and pipelines, and retail stations prior to our acquisition on June 1, 2013. These estimates for environmental liabilities are based on third-party assessments and available information. It is possible these estimates will change as additional information becomes available. | ||||
Our environmental liabilities also include $56 million at September 30, 2013 and $54 million at December 31, 2012, related to amounts estimated for site cleanup activities assumed from a prior owner, arising from operations at our Martinez refinery prior to August 2000. Of the $56 million accrued, approximately $47 million is subject to a cost-share agreement where we are responsible for 75% of the expenditures. We cannot reasonably determine the full extent of remedial activities that may be required at the Martinez refinery. Therefore, it is possible that we will identify additional investigation and remediation costs as more information becomes available. We have filed insurance claims under environmental insurance policies. These policies provide coverage up to $190 million for expenditures in excess of $50 million in self-insurance, but the insurer has challenged coverage and filed a declaratory relief action in federal court. We have not recognized possible insurance recoveries related to this matter. | ||||
We have investigated conditions at certain active wastewater treatment units at our Martinez refinery. The investigation was driven by an order received in 2004 from the San Francisco Bay Regional Water Quality Control Board. The order named us as well as two previous owners of the Martinez refinery. We cannot currently estimate the amount of the ultimate resolution of the order, but we believe it will not have a material adverse impact on our financial position, results of operations or liquidity. | ||||
Washington Refinery Fire | ||||
The naphtha hydrotreater unit at our Washington refinery was involved in a fire in April 2010, which fatally injured seven employees and rendered the unit inoperable. The Washington State Department of Labor & Industries (“L&I”), the U.S. Chemical Safety and Hazard Investigation Board and the U.S. Environmental Protection Agency (“EPA”) initiated separate investigations of the incident. L&I completed its investigation in October 2010, issued citations and assessed a $2.4 million fine, which we appealed. L&I reassumed jurisdiction of the citation and affirmed the allegations in December 2010. We disagree with L&I’s characterizations of operations at our Washington refinery and believe, based on available evidence and scientific reviews, that many of the agency’s conclusions are mistaken. We filed an appeal of the citation in January 2011. In September 2013, the Board of Industrial Insurance Appeals granted partial summary judgment in our favor and dismissed some of the citations. We have established an accrual for this matter although we cannot currently estimate the final amount or timing of its resolution. The outcome of this matter will not have a material impact on our financial position, results of operations or liquidity. | ||||
We filed business interruption insurance and property damage insurance claims related to down time from this incident. During the third quarter of 2013, we collected $16 million in business interruption insurance recoveries that relate to downtime from the incident, which were recorded as an offset to cost of sales in the condensed statement of consolidated operations. | ||||
Other Matters | ||||
In the ordinary course of business, we become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. Large, and sometimes unspecified, damages or penalties may be sought from us in some matters. We have not established accruals for these matters unless a loss is probable, and the amount of loss is currently estimable. On the basis of existing information, we believe that the resolution of these matters, individually or in the aggregate, will not have a material adverse impact on our liquidity or financial position, although the resolution of certain of these matters could have a material impact on our interim or annual results of operations. | ||||
Legal | ||||
In 2007, we obtained a ruling from the California Public Utilities Commission (“CPUC”) that an intrastate crude oil pipeline, which transports heated crude oil to our Martinez Refinery from the area around Bakersfield, California, was a common carrier subject to the jurisdiction of the CPUC. After that time, we participated in rate proceedings to determine an appropriate rate structure for this pipeline. In May 2013, the CPUC issued final orders establishing just and reasonable rates for the pipeline for the period between April 1, 2005 and June 30, 2011, and held that we were entitled to receive refunds, including interest. In accordance with this ruling, we received a refund of $54 million in June 2013, which is included in other income (expense), net in our condensed statements of consolidated operations. | ||||
We are a defendant, along with other manufacturing, supply and marketing defendants, in one remaining lawsuit alleging methyl tertiary butyl ether (“MTBE”) contamination in groundwater. In September 2013, the Court granted our motion for summary judgment in the lawsuit brought by the City of Fresno, CA. The defendants in the remaining lawsuit are being sued for having manufactured MTBE and having manufactured, supplied and distributed gasoline containing MTBE. The plaintiff alleges, in part, that the defendants are liable for manufacturing or distributing a defective product. The suit generally seeks individual, unquantified compensatory and punitive damages and attorney’s fees. We intend to vigorously assert our defenses against this claim. While we cannot currently estimate the final amount or timing of the resolution of this matter, we have established an accrual and believe that the outcome will not have a material impact on our financial position, results of operations or liquidity. | ||||
During 2009, Chevron filed a lawsuit against us claiming they are entitled to a share of the refunds we received in 2008 from the owners of the Trans-Alaska Pipeline System (“TAPS”). We received $50 million in 2008, net of contingent legal fees, for excessive intrastate rates charged by TAPS during 1997 through 2000 and the period of 2001 through June 2003. Chevron asserted that it was entitled to a share of its portion of the refunds for retroactive price adjustments under our previous crude oil contracts with them. The trial court judge granted Chevron’s motion for summary judgment and awarded them $16 million, including interest, in September 2010. We disagreed with the trial court and appealed the decision to the Alaska Supreme Court. In July 2013, the Alaska Supreme Court issued an order requiring the Superior Court to enter summary judgment in our favor. We had previously established an accrual of $16 million for this matter, which was released in the third quarter of 2013. The benefit was recorded in other income (expense), net, in our condensed consolidated statements of operations for the three and nine months ended September 30, 2013. | ||||
Environmental | ||||
The EPA has alleged that we have violated certain Clean Air Act regulations at our Alaska, Washington, Martinez and Utah refineries. We also retained the responsibility for resolving similar allegations relating to our former Hawaii refinery, which we sold in September 2013. We previously received a notice of violation (“NOV”) in March 2011 from the EPA alleging violations of Title V of the Clean Air Act at our Alaska refinery, which arose from a 2007 state of Alaska inspection and inspections by the EPA in 2008 and 2010. We also previously received NOVs in 2005 and 2008 alleging violations of the Clean Air Act at our Washington refinery. We are continuing discussions of all EPA claims with the EPA and the U.S. Department of Justice (“DOJ”). The ultimate resolution of these matters could have a material impact on our future interim or annual results of operations, as we may be required to incur material capital expenditures and/or civil penalties. However, we do not believe that the outcome will have a material impact on our liquidity or financial position. | ||||
Contractual Commitments | ||||
In connection with the Carson Acquisition, we assumed various contractual commitments related to operating leases. Our assumed operating lease commitments include primarily refinery leases associated with the land, retail station sites, storage tanks and terminals. For the remainder of 2013, we expect to pay an estimated $8 million under these lease agreements, and for 2014, 2015, 2016 and 2017, we expect to pay $17 million, $12 million, $9 million and $8 million, respectively, under these agreements. Beyond 2017, lease payments associated with these agreements are estimated to total $50 million. We also assumed take-or-pay arrangements with third parties for the purchase of industrial gases, chemical processing services and essential utilities associated with the operation of the refinery. These agreements require minimum payments of approximately $37 million per year, and have various contract expiration dates. | ||||
We entered into one new crude supply arrangement associated with the Carson refinery with an initial term of one year. Prices under this agreement will fluctuate due to market responsive pricing provisions. To estimate our new commitments under this contract, we used actual market prices as of September 30, 2013 of $104 per barrel. For the remainder of 2013 and for 2014, we expect to pay approximately $572 million and $1.3 billion, respectively, under this agreement. | ||||
See our Annual Report on Form 10-K for additional information regarding our estimated contractual long-term commitments. |
Stockholders_Equity_Notes
Stockholders' Equity (Notes) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Attributable to Parent [Abstract] | ' | |||||||||||
STOCKHOLDERS' EQUITY | ' | |||||||||||
STOCKHOLDERS’ EQUITY | ||||||||||||
Changes to equity during the nine months ended September 30, 2013 are presented below (in millions): | ||||||||||||
Tesoro | Noncontrolling | Total Equity | ||||||||||
Corporation | Interest | |||||||||||
Stockholders’ | ||||||||||||
Equity | ||||||||||||
Balance at December 31, 2012 | $ | 4,251 | $ | 486 | $ | 4,737 | ||||||
Net earnings | 419 | 32 | 451 | |||||||||
Other comprehensive income | 73 | — | 73 | |||||||||
Shares issued for equity-based compensation awards | 69 | — | 69 | |||||||||
Amortization of equity settled awards | 26 | 2 | 28 | |||||||||
Excess tax benefits from stock-based compensation arrangements, net | 10 | — | 10 | |||||||||
Purchases of common stock | (341 | ) | — | (341 | ) | |||||||
Dividend payments | (88 | ) | — | (88 | ) | |||||||
Net proceeds from issuance of Tesoro Logistics LP common units | (6 | ) | 398 | 392 | ||||||||
Distributions to noncontrolling interest | — | (43 | ) | (43 | ) | |||||||
Other | 2 | — | 2 | |||||||||
Balance at September 30, 2013 | $ | 4,415 | $ | 875 | $ | 5,290 | ||||||
We issued approximately 2.0 million and 1.9 million shares primarily for stock option exercises under our equity-based compensation plans during the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively. | ||||||||||||
Share Repurchase Programs | ||||||||||||
Under a $500 million share repurchase program authorized by our Board of Directors (our “Board”) in 2012, management is permitted to purchase Tesoro common stock at its discretion in the open market. Under this program, we purchased approximately 5.8 million shares of our common stock for $300 million during the nine months ended September 30, 2013. On November 6, 2013, our Board authorized an increase in this share repurchase program to $1.0 billion. The shares will continue to be purchased at management’s discretion in the open market. The authorization has no time limit and may be suspended or discontinued at any time. | ||||||||||||
In addition, we purchased over 0.6 million shares of our common stock for approximately $36 million during the nine months ended September 30, 2013 under the existing program designed to offset the dilutive effect of outstanding and future stock-based compensation awards. | ||||||||||||
Cash Dividends | ||||||||||||
On November 6, 2013, our Board declared a quarterly cash dividend on common stock of $0.25 per share, payable on December 13, 2013 to shareholders of record on November 29, 2013. | ||||||||||||
Our Revolving Credit Facility, senior notes and Term Loan Facility each limit our ability to make certain restricted payments (as defined in our debt agreements), which include dividends, purchases of our stock or voluntary prepayments of subordinate debt. The aggregate amount of restricted payments cannot exceed an amount defined in each of the debt agreements. The indentures for our senior notes also limit certain of our subsidiaries ability to make certain payments and distributions. |
StockBased_Compensation_Notes
Stock-Based Compensation (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||||
Stock-based compensation expense (benefit), including amounts related to discontinued operations, included in our condensed statements of consolidated operations was as follows (in millions): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock appreciation rights | $ | (18 | ) | $ | 56 | $ | 6 | $ | 59 | |||||||
Performance share awards | — | 6 | 10 | 10 | ||||||||||||
Market stock units | 5 | 4 | 13 | 10 | ||||||||||||
Other stock-based awards | — | 6 | 5 | 14 | ||||||||||||
Total Stock-Based Compensation Expense (Benefit) | $ | (13 | ) | $ | 72 | $ | 34 | $ | 93 | |||||||
We have aggregated expenses for certain award types as they are not considered significant. The income tax effect recognized in the income statement for stock-based compensation was a $5 million expense and $26 million benefit for the three months ended September 30, 2013 and 2012, respectively, and a $12 million and $33 million benefit for the nine months ended September 30, 2013 and 2012, respectively. The reduction in current taxes payable recognized from tax deductions resulting from exercises and vestings under all of our stock-based compensation arrangements totaled $1 million and $11 million for the three months ended September 30, 2013 and 2012, respectively, and $39 million and $25 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||||
Stock Appreciation Rights | ||||||||||||||||
A stock appreciation right (“SAR”) entitles an employee to receive cash in an amount equal to the excess of the fair market value of one share of common stock on the date of exercise over the grant price of the SAR. The fair value of each SAR is estimated at the end of each reporting period using the Black-Scholes option-pricing model. We have not granted any SARs since 2010. We paid cash of $32 million and $30 million to settle approximately 1.4 million and 1.7 million SARs that were exercised during the nine months ended September 30, 2013 and 2012, respectively. We had $52 million and $79 million recorded in accrued liabilities associated with our SARs awards at September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||
Performance Share Awards | ||||||||||||||||
During the nine months ended September 30, 2013, we granted 0.2 million performance share awards, including awards with performance and market conditions, at a weighted average grant date fair value of $53.81 per share. | ||||||||||||||||
Performance Conditions | ||||||||||||||||
We granted performance condition performance share awards under the 2011 Long-Term Incentive Plan (“2011 Plan”) during the first nine months of 2013. The vesting percentages of these equity awards range from 0-200% and are tied to performance conditions over a three-year period. These performance share awards vest at the end of the performance period. The fair value of performance share awards tied to performance measures is estimated using the market price of our common stock on the grant date. The estimated fair value of these performance share awards is amortized over a three-year vesting period using the straight-line method. The value of the award ultimately paid will be based on return on capital employed, which is measured against our performance peer group. | ||||||||||||||||
Market Conditions | ||||||||||||||||
We granted market condition performance share awards under the 2011 Plan during the first nine months of 2013. The vesting percentages of these equity awards range from 0-200% and are tied to market conditions over a three-year performance period. These performance share awards vest at the end of the performance period. The fair value of each performance share award is estimated on the grant date using a Monte Carlo simulation model. The estimated fair value of all market condition performance share awards is amortized over a three-year vesting period using the straight-line method. The value of the award ultimately paid will be based on relative total shareholder return, which is measured against our performance peer group and the S&P 500 Index. | ||||||||||||||||
Market Stock Units | ||||||||||||||||
We granted 0.5 million market stock units at a weighted average grant date fair value of $66.11 per unit under the 2011 Plan during the nine months ended September 30, 2013. These market stock units vest at the end of a three-year performance period. The number of shares ultimately issued will be based on Tesoro’s stock price changes over the performance period. The market stock units’ potential payout can range from 50-200% of targeted award value, unless the average closing stock price at vesting has decreased more than 50% from the average closing stock price at the grant date, then no market stock units will be paid out. The fair value of each market stock unit is estimated on the grant date using a Monte Carlo simulation model. The estimated fair value of these market stock units is amortized over a three-year vesting period using the straight-line method. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information Supplemental Cash Flow Information (Notes) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ' | |||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Supplemental cash flow disclosures are as follows (in millions): | ||||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Supplemental Cash Flow Disclosures: | ||||||||
Interest paid, net of capitalized interest | $ | 48 | $ | 79 | ||||
Income taxes paid, net | 105 | 161 | ||||||
Supplemental Disclosure of Non-cash Investing Activities: | ||||||||
Assets received for deposits paid in prior period (a) | 130 | — | ||||||
Capital expenditures included in accounts payable at end of period | 42 | 46 | ||||||
________________ | ||||||||
(a) | Includes a $90 million deposit paid in connection with the Carson Acquisition and a $40 million deposit paid related to TLLP’s acquisition of Chevron’s Northwest Products System, both of which were paid during 2012. |
Operating_Segments_Notes
Operating Segments (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
OPERATING SEGMENTS | ' | |||||||||||||||
OPERATING SEGMENTS | ||||||||||||||||
The Company’s revenues are derived from two operating segments, refining and retail. We own and operate six petroleum refineries located in California, Washington, Alaska, North Dakota and Utah. These refineries manufacture gasoline and gasoline blendstocks, jet fuel, diesel fuel, residual fuel oil and other refined products. We sell these refined products, together with refined products purchased from third parties, at wholesale through terminal facilities and other locations. Our refining segment also sells refined products to unbranded marketers and opportunistically exports refined products to foreign markets. Our retail segment sells gasoline, diesel fuel and convenience store items through company-operated retail stations and branded jobber/dealers in 17 states. See Notes B, C and D for additional information regarding the changes in our assets during 2013. We do not have significant operations in foreign countries. Therefore, revenue generated and long-lived assets located in foreign countries are not material to our operations. | ||||||||||||||||
We evaluate the performance of our segments based primarily on segment operating income. Segment operating income includes those revenues and expenses that are directly attributable to management of the respective segment. Intersegment sales from refining to retail are made at prevailing market rates. Income taxes, other income (expense), net, interest income, interest and financing costs, net, corporate depreciation and corporate general and administrative expenses are excluded from segment operating income. Identifiable assets are those used by the segments, whereas corporate assets are principally cash and other assets that are not associated with a specific operating segment. | ||||||||||||||||
Segment information related to continuing operations is as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(In millions) | ||||||||||||||||
Revenues | ||||||||||||||||
Refining: | ||||||||||||||||
Refined products | $ | 10,674 | $ | 7,633 | $ | 25,564 | $ | 21,424 | ||||||||
Crude oil and other | 374 | 169 | 1,450 | 456 | ||||||||||||
Retail: | ||||||||||||||||
Fuel (a) | 3,362 | 1,644 | 7,087 | 4,357 | ||||||||||||
Merchandise and other | 70 | 57 | 177 | 157 | ||||||||||||
Intersegment sales from Refining to Retail | (3,239 | ) | (1,559 | ) | (6,793 | ) | (4,110 | ) | ||||||||
Total Revenues | $ | 11,241 | $ | 7,944 | $ | 27,485 | $ | 22,284 | ||||||||
Segment Operating Income | ||||||||||||||||
Refining (b) | $ | 141 | $ | 583 | $ | 819 | $ | 1,406 | ||||||||
Retail | 56 | 18 | 96 | 85 | ||||||||||||
Total Segment Operating Income | 197 | 601 | 915 | 1,491 | ||||||||||||
Corporate and unallocated costs (c) | (51 | ) | (118 | ) | (212 | ) | (208 | ) | ||||||||
Operating Income | 146 | 483 | 703 | 1,283 | ||||||||||||
Interest and financing costs, net | (47 | ) | (66 | ) | (110 | ) | (136 | ) | ||||||||
Interest income | — | 1 | 1 | 2 | ||||||||||||
Equity in earnings of equity method investment | 9 | — | 12 | — | ||||||||||||
Other income (expense), net (d) | 13 | (3 | ) | 65 | (22 | ) | ||||||||||
Earnings Before Income Taxes | $ | 121 | $ | 415 | $ | 671 | $ | 1,127 | ||||||||
Depreciation and Amortization Expense | ||||||||||||||||
Refining | $ | 125 | $ | 91 | $ | 314 | $ | 263 | ||||||||
Retail | 9 | 9 | 26 | 27 | ||||||||||||
Corporate | 6 | 9 | 16 | 17 | ||||||||||||
Total Depreciation and Amortization Expense | $ | 140 | $ | 109 | $ | 356 | $ | 307 | ||||||||
Capital Expenditures | ||||||||||||||||
Refining | $ | 111 | $ | 111 | $ | 376 | $ | 314 | ||||||||
Retail | 10 | 14 | 26 | 45 | ||||||||||||
Corporate | 2 | 3 | 10 | 9 | ||||||||||||
Total Capital Expenditures | $ | 123 | $ | 128 | $ | 412 | $ | 368 | ||||||||
________________ | ||||||||||||||||
(a) | Federal and state motor fuel taxes on sales by our retail segment are included in both revenues and cost of sales in our condensed statements of consolidated operations. These taxes totaled $151 million and $134 million for the three months ended September 30, 2013 and 2012, respectively, and $423 million and $333 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||
(b) | Includes $16 million in business interruption insurance recoveries for the three and nine months ended September 30, 2013. | |||||||||||||||
(c) | Includes stock-based compensation benefit of $13 million and expense of $68 million for the three months ended September 30, 2013 and 2012, respectively, and expense of $31 million and $87 million for the nine months ended September 30, 2013 and 2012, respectively. The significant impact to stock-based compensation expense during the three and nine months ended September 30, 2013 compared to the prior periods is primarily a result of changes in Tesoro’s stock price. Also includes transaction and integration costs related to the Carson Acquisition and TLLP’s purchase of the Northwest Products System of $14 million and $47 million for the three and nine months ended September 30, 2013, respectively. | |||||||||||||||
(d) | Includes $54 million in refunds from a settlement of a rate proceeding from the CPUC for the nine months ended September 30, 2013 and the release of a $16 million legal reserve as a result of the favorable settlement of litigation for the three and nine months ended September 30, 2013. Also includes accruals related to certain legal matters partially offset by receipts associated with the settlement of a pipeline rate proceeding for the nine months ended September 30, 2012. | |||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(In millions) | ||||||||||||||||
Identifiable Assets Related to Continuing Operations | ||||||||||||||||
Refining | $ | 11,601 | $ | 8,010 | ||||||||||||
Retail | 848 | 716 | ||||||||||||||
Corporate | 1,667 | 1,621 | ||||||||||||||
Total Assets | $ | 14,116 | $ | 10,347 | ||||||||||||
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | |||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' | |||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||||||
Separate condensed consolidating financial information of Tesoro Corporation (the “Parent”), subsidiary guarantors and non-guarantors are presented below. At September 30, 2013, Tesoro and certain subsidiary guarantors have fully and unconditionally guaranteed our 4.250% Senior Notes due 2017, 9.750% Senior Notes due 2019 and 5.375% Senior Notes due 2022. TLLP, in which we had a 40% ownership interest as of September 30, 2013, and other subsidiaries have not guaranteed these obligations. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information, which should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. The following condensed consolidating financial information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of Tesoro’s subsidiary guarantors are not included because the guarantees are full and unconditional and these subsidiary guarantors are 100% owned and are jointly and severally liable for Tesoro’s outstanding senior notes. The information is presented using the equity method of accounting for investments in subsidiaries. We sold all of our interest in Tesoro Hawaii, LLC during the third quarter of 2013. The results of operations and related assets and liabilities of the Hawaii Business have been classified as discontinued operations in these condensed consolidating statements of operations and comprehensive income and condensed consolidating balance sheets. | ||||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Three Months Ended September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 13,258 | $ | 1,514 | $ | (3,531 | ) | $ | 11,241 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 12,461 | 1,424 | (3,530 | ) | 10,355 | ||||||||||
Operating, selling, general and administrative expenses | 1 | 544 | 52 | (1 | ) | 596 | ||||||||||
Depreciation and amortization expense | — | 126 | 14 | — | 140 | |||||||||||
Loss on asset disposals and impairments | — | 4 | — | — | 4 | |||||||||||
OPERATING INCOME (LOSS) | (1 | ) | 123 | 24 | — | 146 | ||||||||||
Equity in earnings of subsidiaries | 56 | 25 | 46 | (127 | ) | — | ||||||||||
Interest and financing costs, net | (7 | ) | (34 | ) | (12 | ) | 6 | (47 | ) | |||||||
Interest income | — | — | 6 | (6 | ) | — | ||||||||||
Equity in earnings of equity method investment | — | 9 | — | — | 9 | |||||||||||
Other income, net | — | 13 | — | — | 13 | |||||||||||
EARNINGS BEFORE INCOME TAXES | 48 | 136 | 64 | (127 | ) | 121 | ||||||||||
Income tax expense (benefit) (a) | (2 | ) | 50 | (1 | ) | — | 47 | |||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 50 | 86 | 65 | (127 | ) | 74 | ||||||||||
Earnings (loss) from discontinued operations, net of tax | 49 | (14 | ) | — | — | 35 | ||||||||||
NET EARNINGS | 99 | 72 | 65 | (127 | ) | 109 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 10 | — | 10 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 99 | $ | 72 | $ | 55 | $ | (127 | ) | $ | 99 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 99 | $ | 72 | $ | 65 | $ | (127 | ) | $ | 109 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 10 | — | 10 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 99 | $ | 72 | $ | 55 | $ | (127 | ) | $ | 99 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Three Months Ended September 30, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 10,110 | $ | 654 | $ | (2,820 | ) | $ | 7,944 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 9,044 | 624 | (2,820 | ) | 6,848 | ||||||||||
Operating, selling, general and administrative expenses | 5 | 470 | 26 | — | 501 | |||||||||||
Depreciation and amortization expense | — | 105 | 4 | — | 109 | |||||||||||
Loss on asset disposals and impairments | — | 3 | — | — | 3 | |||||||||||
OPERATING INCOME (LOSS) | (5 | ) | 488 | — | — | 483 | ||||||||||
Equity in earnings of subsidiaries | 278 | (1 | ) | 27 | (304 | ) | — | |||||||||
Interest and financing costs, net | (1 | ) | (64 | ) | (2 | ) | 1 | (66 | ) | |||||||
Interest income | — | 1 | 1 | (1 | ) | 1 | ||||||||||
Other expense, net | — | (3 | ) | — | — | (3 | ) | |||||||||
EARNINGS BEFORE INCOME TAXES | 272 | 421 | 26 | (304 | ) | 415 | ||||||||||
Income tax expense (benefit) (a) | (1 | ) | 158 | (8 | ) | — | 149 | |||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 273 | 263 | 34 | (304 | ) | 266 | ||||||||||
Earnings from discontinued operations, net of tax | — | 14 | — | — | 14 | |||||||||||
NET EARNINGS | 273 | 277 | 34 | (304 | ) | 280 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 7 | — | 7 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 273 | $ | 277 | $ | 27 | $ | (304 | ) | $ | 273 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 273 | $ | 277 | $ | 34 | $ | (304 | ) | $ | 280 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 7 | — | 7 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 273 | $ | 277 | $ | 27 | $ | (304 | ) | $ | 273 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Nine Months Ended September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 32,847 | $ | 3,417 | $ | (8,779 | ) | $ | 27,485 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 30,401 | 3,204 | (8,778 | ) | 24,827 | ||||||||||
Operating, selling, general and administrative expenses | 8 | 1,460 | 113 | (1 | ) | 1,580 | ||||||||||
Depreciation and amortization expense | — | 329 | 27 | — | 356 | |||||||||||
Loss on asset disposals and impairments | — | 16 | 3 | — | 19 | |||||||||||
OPERATING INCOME (LOSS) | (8 | ) | 641 | 70 | — | 703 | ||||||||||
Equity in earnings of subsidiaries | 386 | 31 | 136 | (553 | ) | — | ||||||||||
Interest and financing costs, net | (13 | ) | (85 | ) | (24 | ) | 12 | (110 | ) | |||||||
Interest income | — | 1 | 12 | (12 | ) | 1 | ||||||||||
Equity in earnings of equity method investment | — | 12 | — | — | 12 | |||||||||||
Other income, net | — | 65 | — | — | 65 | |||||||||||
EARNINGS BEFORE INCOME TAXES | 365 | 665 | 194 | (553 | ) | 671 | ||||||||||
Income tax expense (benefit) (a) | (5 | ) | 246 | 2 | — | 243 | ||||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 370 | 419 | 192 | (553 | ) | 428 | ||||||||||
Earnings (loss) from discontinued operations, net of tax | 49 | (26 | ) | — | — | 23 | ||||||||||
NET EARNINGS | 419 | 393 | 192 | (553 | ) | 451 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 32 | — | 32 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 419 | $ | 393 | $ | 160 | $ | (553 | ) | $ | 419 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 492 | $ | 393 | $ | 192 | $ | (553 | ) | $ | 524 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 32 | — | 32 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 492 | $ | 393 | $ | 160 | $ | (553 | ) | $ | 492 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Nine Months Ended September 30, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 27,926 | $ | 1,892 | $ | (7,534 | ) | $ | 22,284 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 25,164 | 1,789 | (7,534 | ) | 19,419 | ||||||||||
Operating, selling, general and administrative expenses | 10 | 1,187 | 63 | — | 1,260 | |||||||||||
Depreciation and amortization expense | — | 296 | 11 | — | 307 | |||||||||||
Loss on asset disposals and impairments | — | 14 | 1 | — | 15 | |||||||||||
OPERATING INCOME (LOSS) | (10 | ) | 1,265 | 28 | — | 1,283 | ||||||||||
Equity in earnings of subsidiaries | 728 | (1 | ) | 68 | (795 | ) | — | |||||||||
Interest and financing costs, net | (3 | ) | (128 | ) | (8 | ) | 3 | (136 | ) | |||||||
Interest income | — | 2 | 3 | (3 | ) | 2 | ||||||||||
Other expense, net | — | (22 | ) | — | — | (22 | ) | |||||||||
EARNINGS BEFORE INCOME TAXES | 715 | 1,116 | 91 | (795 | ) | 1,127 | ||||||||||
Income tax expense (benefit) (a) | (1 | ) | 425 | (8 | ) | — | 416 | |||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 716 | 691 | 99 | (795 | ) | 711 | ||||||||||
Earnings from discontinued operations, net of tax | — | 24 | — | — | 24 | |||||||||||
NET EARNINGS | 716 | 715 | 99 | (795 | ) | 735 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 19 | — | 19 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 716 | $ | 715 | $ | 80 | $ | (795 | ) | $ | 716 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 716 | $ | 715 | $ | 99 | $ | (795 | ) | $ | 735 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 19 | — | 19 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 716 | $ | 715 | $ | 80 | $ | (795 | ) | $ | 716 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Balance Sheet as of September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 1,361 | $ | 131 | $ | — | $ | 1,492 | ||||||
Receivables, less allowance for doubtful accounts | 6 | 1,425 | 360 | — | 1,791 | |||||||||||
Short-term receivables from affiliates | — | — | 21 | (21 | ) | — | ||||||||||
Inventories | — | 2,304 | 331 | — | 2,635 | |||||||||||
Prepayments | 93 | 37 | 3 | (3 | ) | 130 | ||||||||||
Other current assets | 44 | 121 | 6 | — | 171 | |||||||||||
Total Current Assets | 143 | 5,248 | 852 | (24 | ) | 6,219 | ||||||||||
Net Property, Plant and Equipment | — | 5,640 | 1,143 | — | 6,783 | |||||||||||
Investment in Subsidiaries | 5,247 | 107 | 1,448 | (6,802 | ) | — | ||||||||||
Long-Term Receivables from Affiliates | 3,745 | — | — | (3,745 | ) | — | ||||||||||
Other Noncurrent Assets, Net: | ||||||||||||||||
Acquired intangibles, net | — | 261 | — | — | 261 | |||||||||||
Other noncurrent assets, net | 61 | 758 | 918 | (884 | ) | 853 | ||||||||||
Total Other Noncurrent Assets, Net | 61 | 1,019 | 918 | (884 | ) | 1,114 | ||||||||||
Total Assets | $ | 9,196 | $ | 12,014 | $ | 4,361 | $ | (11,455 | ) | $ | 14,116 | |||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 6 | $ | 2,442 | $ | 405 | $ | — | $ | 2,853 | ||||||
Other current liabilities | 124 | 750 | 49 | (3 | ) | 920 | ||||||||||
Short-term payables to affiliates | — | 21 | — | (21 | ) | — | ||||||||||
Total Current Liabilities | 130 | 3,213 | 454 | (24 | ) | 3,773 | ||||||||||
Long-Term Payables to Affiliates | — | 3,453 | 292 | (3,745 | ) | — | ||||||||||
Deferred Income Taxes | 1,048 | — | — | — | 1,048 | |||||||||||
Other Noncurrent Liabilities | 310 | 325 | 6 | — | 641 | |||||||||||
Debt | 3,293 | 46 | 909 | (884 | ) | 3,364 | ||||||||||
Equity-Tesoro Corporation | 4,415 | 4,977 | 1,825 | (6,802 | ) | 4,415 | ||||||||||
Equity-Noncontrolling Interest | — | — | 875 | — | 875 | |||||||||||
Total Liabilities and Equity | $ | 9,196 | $ | 12,014 | $ | 4,361 | $ | (11,455 | ) | $ | 14,116 | |||||
Condensed Consolidating Balance Sheet as of December 31, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 1,244 | $ | 395 | $ | — | $ | 1,639 | ||||||
Receivables, less allowance for doubtful accounts | 1 | 1,038 | 87 | — | 1,126 | |||||||||||
Short-term receivables from affiliates | — | — | 47 | (47 | ) | — | ||||||||||
Inventories | — | 1,091 | 247 | — | 1,338 | |||||||||||
Prepayments | 17 | 36 | 1 | — | 54 | |||||||||||
Other current assets | 114 | 25 | 3 | — | 142 | |||||||||||
Current assets related to discontinued operations | — | 337 | — | — | 337 | |||||||||||
Total Current Assets | 132 | 3,771 | 780 | (47 | ) | 4,636 | ||||||||||
Net Property, Plant and Equipment | — | 4,873 | 359 | — | 5,232 | |||||||||||
Investment in Subsidiaries | 5,041 | (200 | ) | 159 | (5,000 | ) | — | |||||||||
Long-Term Receivables from Affiliates | 1,846 | — | — | (1,846 | ) | — | ||||||||||
Other Noncurrent Assets, Net: | ||||||||||||||||
Acquired intangibles, net | — | 214 | — | — | 214 | |||||||||||
Other noncurrent assets, net | 47 | 505 | 160 | (110 | ) | 602 | ||||||||||
Noncurrent assets related to discontinued operations | — | 18 | — | — | 18 | |||||||||||
Total Other Noncurrent Assets, Net | 47 | 737 | 160 | (110 | ) | 834 | ||||||||||
Total Assets | $ | 7,066 | $ | 9,181 | $ | 1,458 | $ | (7,003 | ) | $ | 10,702 | |||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 1 | $ | 2,029 | $ | 166 | $ | — | $ | 2,196 | ||||||
Other current liabilities | 163 | 444 | 18 | — | 625 | |||||||||||
Short-term payables to affiliates | — | 47 | — | (47 | ) | — | ||||||||||
Current liabilities related to discontinued operations | — | 60 | — | — | 60 | |||||||||||
Total Current Liabilities | 164 | 2,580 | 184 | (47 | ) | 2,881 | ||||||||||
Long-Term Payables to Affiliates | — | 1,667 | 179 | (1,846 | ) | — | ||||||||||
Deferred Income Taxes | 850 | — | — | — | 850 | |||||||||||
Other Noncurrent Liabilities | 475 | 169 | — | — | 644 | |||||||||||
Debt | 1,326 | 15 | 354 | (110 | ) | 1,585 | ||||||||||
Noncurrent liabilities related to discontinued operations | — | 5 | — | — | 5 | |||||||||||
Equity-Tesoro Corporation | 4,251 | 4,745 | 255 | (5,000 | ) | 4,251 | ||||||||||
Equity-Noncontrolling Interest | — | — | 486 | — | 486 | |||||||||||
Total Liabilities and Equity | $ | 7,066 | $ | 9,181 | $ | 1,458 | $ | (7,003 | ) | $ | 10,702 | |||||
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||||||||||||||||
Net cash from (used in) operating activities | $ | (17 | ) | $ | 702 | $ | (15 | ) | $ | — | $ | 670 | ||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||||||||||||||||
Capital expenditures | — | (397 | ) | (50 | ) | — | (447 | ) | ||||||||
Carson Acquisition | — | (1,901 | ) | (399 | ) | — | (2,300 | ) | ||||||||
Proceeds from sale of Hawaii Business | 539 | — | — | — | 539 | |||||||||||
Proceeds from asset sales | — | — | 2 | — | 2 | |||||||||||
Investment in joint venture | — | (2 | ) | — | — | (2 | ) | |||||||||
Other acquisitions | — | — | (315 | ) | — | (315 | ) | |||||||||
Intercompany notes, net | (2,117 | ) | — | — | 2,117 | — | ||||||||||
Net cash used in investing activities | (1,578 | ) | (2,300 | ) | (762 | ) | 2,117 | (2,523 | ) | |||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ||||||||||||||||
Proceeds from debt offering | — | — | 550 | — | 550 | |||||||||||
Borrowings under revolving credit agreements | 1,524 | — | 544 | — | 2,068 | |||||||||||
Borrowings under term loan credit agreement | 500 | — | — | — | 500 | |||||||||||
Repayments on revolving credit agreements | (824 | ) | — | (544 | ) | — | (1,368 | ) | ||||||||
Repayments of debt | (3 | ) | (3 | ) | — | — | (6 | ) | ||||||||
Dividend payments | (88 | ) | — | — | — | (88 | ) | |||||||||
Proceeds from stock options exercised | 69 | — | — | — | 69 | |||||||||||
Distributions to noncontrolling interest | — | — | (43 | ) | — | (43 | ) | |||||||||
Purchases of common stock | (346 | ) | — | — | — | (346 | ) | |||||||||
Net proceeds from issuance of Tesoro Logistics LP common units | — | — | 392 | — | 392 | |||||||||||
Excess tax benefits from stock-based compensation arrangements | — | 11 | — | — | 11 | |||||||||||
Net intercompany borrowings (repayments) | — | 1,695 | 422 | (2,117 | ) | — | ||||||||||
Borrowings from general partner | 774 | — | (774 | ) | — | — | ||||||||||
Distributions to TLLP unitholders and general partner | 10 | 12 | (22 | ) | — | — | ||||||||||
Payments of debt issuance costs | — | — | (9 | ) | — | (9 | ) | |||||||||
Financing costs and other | (21 | ) | — | (3 | ) | — | (24 | ) | ||||||||
Net cash from financing activities | 1,595 | 1,715 | 513 | (2,117 | ) | 1,706 | ||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 117 | (264 | ) | — | (147 | ) | |||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | — | 1,244 | 395 | — | 1,639 | |||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | — | $ | 1,361 | $ | 131 | $ | — | $ | 1,492 | ||||||
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
Net cash from operating activities | $ | 7 | $ | 1,056 | $ | 112 | $ | — | $ | 1,175 | ||||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||||||||||||||||
Capital expenditures | — | (361 | ) | (21 | ) | — | (382 | ) | ||||||||
Proceeds from asset sales | — | 3 | — | — | 3 | |||||||||||
Other acquisitions | — | (39 | ) | — | — | (39 | ) | |||||||||
Advance payments made for acquisition | — | (90 | ) | — | — | (90 | ) | |||||||||
Intercompany notes, net | 288 | — | — | (288 | ) | — | ||||||||||
Net cash from (used in) investing activities | 288 | (487 | ) | (21 | ) | (288 | ) | (508 | ) | |||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ||||||||||||||||
Proceeds from debt offering | 925 | — | 350 | — | 1,275 | |||||||||||
Borrowings under revolving credit agreements | — | — | 185 | — | 185 | |||||||||||
Repayments on revolving credit agreements | — | — | (352 | ) | — | (352 | ) | |||||||||
Repayments of debt | (1,222 | ) | (2 | ) | — | — | (1,224 | ) | ||||||||
Dividend payments | (17 | ) | — | — | — | (17 | ) | |||||||||
Proceeds from stock options exercised | 23 | — | — | — | 23 | |||||||||||
Distributions to noncontrolling interest | — | — | (17 | ) | — | (17 | ) | |||||||||
Purchases of common stock | (31 | ) | — | — | — | (31 | ) | |||||||||
Excess tax benefits from stock-based compensation arrangements | — | 7 | — | — | 7 | |||||||||||
Net intercompany borrowings (repayments) | — | (323 | ) | 35 | 288 | — | ||||||||||
Borrowings from general partner | 60 | — | (60 | ) | — | — | ||||||||||
Distributions to TLLP unitholders and general partner | 8 | 10 | (18 | ) | — | — | ||||||||||
Payments of debt issuance costs | (15 | ) | — | (7 | ) | — | (22 | ) | ||||||||
Financing costs and other | (26 | ) | — | (1 | ) | — | (27 | ) | ||||||||
Net cash from (used in) financing activities | (295 | ) | (308 | ) | 115 | 288 | (200 | ) | ||||||||
INCREASE IN CASH AND CASH EQUIVALENTS | — | 261 | 206 | — | 467 | |||||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | — | 805 | 95 | — | 900 | |||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | — | $ | 1,066 | $ | 301 | $ | — | $ | 1,367 | ||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of presentation and significant accounting policies | ' |
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. | |
Use of estimates policy | ' |
We review our estimates on an ongoing basis, based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain prior year balances have been aggregated or disaggregated in order to conform to the current year presentation. | |
Discontinued operations policy | ' |
On September 25, 2013, we completed the sale of all of our interest in Tesoro Hawaii, LLC, which operates a 94 thousand barrel per day (“Mbpd”) Hawaii refinery, retail stations and associated logistics assets (the “Hawaii Business”), to a subsidiary of Par Petroleum Corporation (“Par Petroleum”). As such, the results of operations and related assets and liabilities of the Hawaii Business have been classified as discontinued operations in these condensed consolidated financial statements and accompanying footnotes for all periods presented. See Note D for additional information. Unless otherwise noted, the information in the notes to the condensed consolidated financial statements relates to our continuing operations. | |
Consolidation of variable interest entity policy | ' |
Our consolidated financial statements include TLLP, a variable interest entity. As the general partner of TLLP, we have the sole ability to direct the activities of TLLP that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes and are TLLP’s primary customer. | |
Equity method investments policy | ' |
Investments–Equity Method and Joint Ventures | |
For equity investments in other entities that are not required to be consolidated under the variable interest model, we use the equity method of accounting upon evaluation of our ability to exercise significant influence to determine the level of control we may possess over an entity’s operations. Our judgment regarding the level of control over an equity method investment includes considering key factors such as our ownership interest, participation in policy-making and other significant decisions and material intercompany transactions. Amounts recognized for equity method investments are included in other noncurrent assets in our condensed consolidated balance sheets and adjusted for our share of the net earnings or losses of the investee, which are presented separately in our condensed statements of consolidated operations, capital contributions made and cash dividends received. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. | |
New accounting standards | ' |
Presentation of Comprehensive Income | |
The Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) in February 2013 that provides entities the option of presenting information related to reclassification adjustments on the face of the financial statements or in the notes to the financial statements for items that are reclassified from other comprehensive income to net income in the statement where those components are presented. The requirements from the new ASU are effective for interim and annual periods beginning after December 15, 2012. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements. | |
Fair Value Measurements and Disclosures | |
The FASB issued an ASU in December 2011, which requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of these arrangements on its financial position. The guidance requires entities to disclose both gross and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. In January 2013, the FASB amended and clarified the scope of the disclosures to include only derivative instruments, repurchase agreements and securities lending transactions. The provisions for this ASU are effective for interim and annual reporting periods beginning on January 1, 2013. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements. |
Fair_Value_Measurements_Polici
Fair Value Measurements (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
Fair Value Disclosures [Abstract] | ' | |
Fair value of financial instruments policy | ' | |
We classify financial assets and financial liabilities into the following fair value hierarchy: | ||
• | level 1 - valued based on quoted prices in active markets for identical assets and liabilities; | |
• | level 2 - valued based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability; and | |
• | level 3 - valued based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
We measure fair value using level 1 inputs, when available, because they provide the most reliable evidence of fair value. Derivative instruments and our Renewable Identification Numbers (“RINs”) are our only financial assets and liabilities measured at fair value on a recurring basis. |
Derivative_Instruments_Policie
Derivative Instruments (Policies) | 9 Months Ended | ||
Sep. 30, 2013 | |||
General Discussion of Derivative Instruments and Hedging Activities [Abstract] | ' | ||
Derivatives, policy | ' | ||
The accounting for changes in the fair value of a commodity derivative depends on whether the derivative has been designated in a hedging relationship and whether we have elected the normal purchases and normal sales exception. We did not designate any of our derivatives for hedge accounting during the three and nine months ended September 30, 2013 and 2012, respectively. The accounting for the change in fair value can be summarized as follows: | |||
Derivative Treatment | Accounting Method | ||
Normal purchases and normal sales exception | Accrual accounting | ||
Designated in qualifying hedging relationship | Hedge accounting | ||
All other derivatives | Mark-to-market accounting |
Property_Plant_and_Equipment_P
Property, Plant and Equipment Property, Plant and Equipment (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' |
Interest capitalization policy | ' |
We capitalize interest as part of the cost of major projects during the construction period. |
Acquisitions_Acquisitions_Tabl
Acquisitions Acquisitions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of recognized identified assets acquired and liabilities assumed | ' | |||||||||||||||
The table below presents the acquisition date preliminary purchase price allocation (in millions): | ||||||||||||||||
Receivables | $ | 197 | ||||||||||||||
Inventories | 1,096 | |||||||||||||||
Prepayments and other current assets | 67 | |||||||||||||||
Property, plant and equipment | 1,031 | |||||||||||||||
Acquired intangibles, net | 59 | |||||||||||||||
Other noncurrent assets, net | 112 | |||||||||||||||
Other current liabilities | (25 | ) | ||||||||||||||
Other noncurrent liabilities | (173 | ) | ||||||||||||||
Debt | (36 | ) | ||||||||||||||
Total purchase price | $ | 2,328 | ||||||||||||||
Business acquisition, pro forma information | ' | |||||||||||||||
The following pro forma financial information presents our consolidated results assuming the Carson Acquisition occurred on January 1, 2012. The pro forma financial information is not necessarily indicative of the results of future operations. | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(In millions, except per share amounts) | ||||||||||||||||
Revenues | $ | 11,241 | $ | 11,654 | $ | 33,394 | $ | 33,625 | ||||||||
Net Earnings attributable to Tesoro Corporation Stockholders | 99 | 363 | 515 | 950 | ||||||||||||
Basic Earnings Per Share from Continuing Operations | 0.48 | 2.5 | 3.62 | 6.63 | ||||||||||||
Diluted Earnings Per Share from Continuing Operations | 0.47 | 2.46 | 3.56 | 6.54 | ||||||||||||
Tesoro_Logistics_LP_Tables
Tesoro Logistics LP (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Variable Interest Entity, Measure of Activity [Abstract] | ' | |||||||||||||||
Subsidiary balance sheet | ' | |||||||||||||||
With the exception of affiliate balances, which are eliminated upon consolidation, and their impact on equity, the TLLP condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012, as presented below, are included in the condensed consolidated balance sheets of Tesoro Corporation. | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(In millions) | ||||||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 65 | $ | 19 | ||||||||||||
Receivables | ||||||||||||||||
Trade | 8 | — | ||||||||||||||
Affiliate | 30 | 18 | ||||||||||||||
Prepayments | 2 | 1 | ||||||||||||||
Other current assets | 5 | — | ||||||||||||||
Total Current Assets | 110 | 38 | ||||||||||||||
NET, PROPERTY, PLANT AND EQUIPMENT | 1,062 | 274 | ||||||||||||||
DEPOSITS | — | 40 | ||||||||||||||
GOODWILL | 9 | — | ||||||||||||||
OTHER NONCURRENT ASSETS | 25 | 11 | ||||||||||||||
Total Assets | $ | 1,206 | $ | 363 | ||||||||||||
LIABILITIES AND EQUITY (DEFICIT) | ||||||||||||||||
CURRENT LIABILITIES | ||||||||||||||||
Accounts payable | ||||||||||||||||
Trade | $ | 19 | $ | 9 | ||||||||||||
Affiliate | 8 | 7 | ||||||||||||||
Deferred revenue - affiliate | 2 | 2 | ||||||||||||||
Accrued interest and financing costs | 16 | 6 | ||||||||||||||
Accrued environmental liabilities | 13 | — | ||||||||||||||
Other current liabilities | 5 | 3 | ||||||||||||||
Total Current Liabilities | 63 | 27 | ||||||||||||||
OTHER NONCURRENT LIABILITIES | 6 | — | ||||||||||||||
DEBT | 909 | 354 | ||||||||||||||
EQUITY (DEFICIT) | 228 | (18 | ) | |||||||||||||
Total Liabilities and Equity (Deficit) | $ | 1,206 | $ | 363 | ||||||||||||
Condensed Consolidating Balance Sheet as of September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 1,361 | $ | 131 | $ | — | $ | 1,492 | ||||||
Receivables, less allowance for doubtful accounts | 6 | 1,425 | 360 | — | 1,791 | |||||||||||
Short-term receivables from affiliates | — | — | 21 | (21 | ) | — | ||||||||||
Inventories | — | 2,304 | 331 | — | 2,635 | |||||||||||
Prepayments | 93 | 37 | 3 | (3 | ) | 130 | ||||||||||
Other current assets | 44 | 121 | 6 | — | 171 | |||||||||||
Total Current Assets | 143 | 5,248 | 852 | (24 | ) | 6,219 | ||||||||||
Net Property, Plant and Equipment | — | 5,640 | 1,143 | — | 6,783 | |||||||||||
Investment in Subsidiaries | 5,247 | 107 | 1,448 | (6,802 | ) | — | ||||||||||
Long-Term Receivables from Affiliates | 3,745 | — | — | (3,745 | ) | — | ||||||||||
Other Noncurrent Assets, Net: | ||||||||||||||||
Acquired intangibles, net | — | 261 | — | — | 261 | |||||||||||
Other noncurrent assets, net | 61 | 758 | 918 | (884 | ) | 853 | ||||||||||
Total Other Noncurrent Assets, Net | 61 | 1,019 | 918 | (884 | ) | 1,114 | ||||||||||
Total Assets | $ | 9,196 | $ | 12,014 | $ | 4,361 | $ | (11,455 | ) | $ | 14,116 | |||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 6 | $ | 2,442 | $ | 405 | $ | — | $ | 2,853 | ||||||
Other current liabilities | 124 | 750 | 49 | (3 | ) | 920 | ||||||||||
Short-term payables to affiliates | — | 21 | — | (21 | ) | — | ||||||||||
Total Current Liabilities | 130 | 3,213 | 454 | (24 | ) | 3,773 | ||||||||||
Long-Term Payables to Affiliates | — | 3,453 | 292 | (3,745 | ) | — | ||||||||||
Deferred Income Taxes | 1,048 | — | — | — | 1,048 | |||||||||||
Other Noncurrent Liabilities | 310 | 325 | 6 | — | 641 | |||||||||||
Debt | 3,293 | 46 | 909 | (884 | ) | 3,364 | ||||||||||
Equity-Tesoro Corporation | 4,415 | 4,977 | 1,825 | (6,802 | ) | 4,415 | ||||||||||
Equity-Noncontrolling Interest | — | — | 875 | — | 875 | |||||||||||
Total Liabilities and Equity | $ | 9,196 | $ | 12,014 | $ | 4,361 | $ | (11,455 | ) | $ | 14,116 | |||||
Condensed Consolidating Balance Sheet as of December 31, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 1,244 | $ | 395 | $ | — | $ | 1,639 | ||||||
Receivables, less allowance for doubtful accounts | 1 | 1,038 | 87 | — | 1,126 | |||||||||||
Short-term receivables from affiliates | — | — | 47 | (47 | ) | — | ||||||||||
Inventories | — | 1,091 | 247 | — | 1,338 | |||||||||||
Prepayments | 17 | 36 | 1 | — | 54 | |||||||||||
Other current assets | 114 | 25 | 3 | — | 142 | |||||||||||
Current assets related to discontinued operations | — | 337 | — | — | 337 | |||||||||||
Total Current Assets | 132 | 3,771 | 780 | (47 | ) | 4,636 | ||||||||||
Net Property, Plant and Equipment | — | 4,873 | 359 | — | 5,232 | |||||||||||
Investment in Subsidiaries | 5,041 | (200 | ) | 159 | (5,000 | ) | — | |||||||||
Long-Term Receivables from Affiliates | 1,846 | — | — | (1,846 | ) | — | ||||||||||
Other Noncurrent Assets, Net: | ||||||||||||||||
Acquired intangibles, net | — | 214 | — | — | 214 | |||||||||||
Other noncurrent assets, net | 47 | 505 | 160 | (110 | ) | 602 | ||||||||||
Noncurrent assets related to discontinued operations | — | 18 | — | — | 18 | |||||||||||
Total Other Noncurrent Assets, Net | 47 | 737 | 160 | (110 | ) | 834 | ||||||||||
Total Assets | $ | 7,066 | $ | 9,181 | $ | 1,458 | $ | (7,003 | ) | $ | 10,702 | |||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 1 | $ | 2,029 | $ | 166 | $ | — | $ | 2,196 | ||||||
Other current liabilities | 163 | 444 | 18 | — | 625 | |||||||||||
Short-term payables to affiliates | — | 47 | — | (47 | ) | — | ||||||||||
Current liabilities related to discontinued operations | — | 60 | — | — | 60 | |||||||||||
Total Current Liabilities | 164 | 2,580 | 184 | (47 | ) | 2,881 | ||||||||||
Long-Term Payables to Affiliates | — | 1,667 | 179 | (1,846 | ) | — | ||||||||||
Deferred Income Taxes | 850 | — | — | — | 850 | |||||||||||
Other Noncurrent Liabilities | 475 | 169 | — | — | 644 | |||||||||||
Debt | 1,326 | 15 | 354 | (110 | ) | 1,585 | ||||||||||
Noncurrent liabilities related to discontinued operations | — | 5 | — | — | 5 | |||||||||||
Equity-Tesoro Corporation | 4,251 | 4,745 | 255 | (5,000 | ) | 4,251 | ||||||||||
Equity-Noncontrolling Interest | — | — | 486 | — | 486 | |||||||||||
Total Liabilities and Equity | $ | 7,066 | $ | 9,181 | $ | 1,458 | $ | (7,003 | ) | $ | 10,702 | |||||
Discontinued_Operations_Discon1
Discontinued Operations Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Schedule of disposal groups, including discontinued operations, income statement, balance sheet and additional disclosures | ' | |||||||||||||||
Revenues and earnings (loss), including gain on disposition, before and after tax from the discontinued Hawaii Business for the three and nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(In millions) | ||||||||||||||||
Revenues | $ | 585 | $ | 832 | $ | 2,036 | $ | 2,417 | ||||||||
Earnings (loss) from discontinued operations, before tax | $ | (24 | ) | $ | 23 | $ | (41 | ) | $ | 38 | ||||||
Gain on sale of Hawaii Business, before tax (a) | 80 | — | 80 | — | ||||||||||||
Total earnings from discontinued operations, before tax | 56 | 23 | 39 | 38 | ||||||||||||
Income tax expense | 21 | 9 | 16 | 14 | ||||||||||||
Earnings from discontinued operations, net of tax | $ | 35 | $ | 14 | $ | 23 | $ | 24 | ||||||||
________________ | ||||||||||||||||
(a) | Gain on sale of the Hawaii Business includes a $17 million curtailment gain related to the remeasurement of our pension and other postretirement benefit obligations recognized during the three months ended September 30, 2013. | |||||||||||||||
As a result of the sale of the Hawaii Business, no assets or liabilities have been presented separately for discontinued operations as of September 30, 2013. The following assets and liabilities relate to the discontinued Hawaii Business as of December 31, 2012: | ||||||||||||||||
December 31, | ||||||||||||||||
2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Assets: | ||||||||||||||||
Receivables, less allowance for doubtful accounts | $ | 95 | ||||||||||||||
Inventories | 240 | |||||||||||||||
Prepayments and other current assets | 2 | |||||||||||||||
Total current assets related to discontinued operations | 337 | |||||||||||||||
Net property, plant and equipment | 13 | |||||||||||||||
Other noncurrent assets, net | 5 | |||||||||||||||
Total assets related to discontinued operations | $ | 355 | ||||||||||||||
Liabilities: | ||||||||||||||||
Accounts payable | $ | 17 | ||||||||||||||
Other current liabilities | 43 | |||||||||||||||
Total current liabilities related to discontinued operations | 60 | |||||||||||||||
Other noncurrent liabilities | 3 | |||||||||||||||
Debt | 2 | |||||||||||||||
Total liabilities related to discontinued operations | $ | 65 | ||||||||||||||
Cash flows related to the discontinued Hawaii Business have been combined with the cash flows from continuing operations in the condensed statements of consolidated cash flows for both periods presented and cash flows from operating and investing activities are summarized as follows (in millions): | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Cash Flows From (Used in): | ||||||||||||||||
Operating activities | $ | 74 | $ | 40 | ||||||||||||
Investing activities | 537 | (14 | ) | |||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of earnings per share, basic and diluted | ' | |||||||
Share calculations are presented below (in millions): | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2013 | 2012 | 2013 | 2012 | |||||
Weighted average common shares outstanding | 134.6 | 139.6 | 135.8 | 139.6 | ||||
Common stock equivalents | 2.2 | 2.5 | 2.3 | 1.9 | ||||
Total diluted shares | 136.8 | 142.1 | 138.1 | 141.5 |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of inventory, current | ' | |||||||
Components of inventories were as follows (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Domestic crude oil and refined products | $ | 2,105 | $ | 957 | ||||
Foreign subsidiary crude oil | 331 | 246 | ||||||
Materials and supplies | 117 | 83 | ||||||
Oxygenates and by-products | 67 | 38 | ||||||
Merchandise | 15 | 14 | ||||||
Total Inventories | $ | 2,635 | $ | 1,338 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Schedule of fair value, assets and liabilities measured on recurring basis | ' | |||||||||||||||||||
Financial assets and liabilities recognized at fair value in our condensed consolidated balance sheets by level within the fair value hierarchy were as follows (in millions): | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Netting and Collateral (a) | Total as of | ||||||||||||||||
30-Sep-13 | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 307 | $ | 6 | $ | — | $ | (247 | ) | $ | 66 | |||||||||
Commodity Forward Contracts | — | 3 | — | — | 3 | |||||||||||||||
Total Assets | $ | 307 | $ | 9 | $ | — | $ | (247 | ) | $ | 69 | |||||||||
Liabilities: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 273 | $ | 3 | $ | — | $ | (275 | ) | $ | 1 | |||||||||
RINs Obligation | — | 3 | — | — | 3 | |||||||||||||||
Total Liabilities | $ | 273 | $ | 6 | $ | — | $ | (275 | ) | $ | 4 | |||||||||
Level 1 | Level 2 | Level 3 | Netting and Collateral (a) | Total as of | ||||||||||||||||
31-Dec-12 | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 91 | $ | 4 | $ | — | $ | (68 | ) | $ | 27 | |||||||||
Total Assets | $ | 91 | $ | 4 | $ | — | $ | (68 | ) | $ | 27 | |||||||||
Liabilities: | ||||||||||||||||||||
Commodity Futures Contracts | $ | 96 | $ | 4 | $ | — | $ | (95 | ) | $ | 5 | |||||||||
Commodity Forward Contracts | — | 1 | — | — | 1 | |||||||||||||||
RINs Obligation | — | 1 | — | — | 1 | |||||||||||||||
Total Liabilities | $ | 96 | $ | 6 | $ | — | $ | (95 | ) | $ | 7 | |||||||||
________________ | ||||||||||||||||||||
(a) | Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of September 30, 2013 and December 31, 2012, cash collateral amounts of $28 million and $27 million, respectively, are netted with mark-to-market derivative assets. |
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
General Discussion of Derivative Instruments and Hedging Activities [Abstract] | ' | |||||||||||||||||
Schedule of derivative instruments in Balance Sheet, fair value | ' | |||||||||||||||||
The following table presents the fair value (in millions) of our derivative instruments as of September 30, 2013 and December 31, 2012. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements including cash collateral on deposit with, or received from, brokers. We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. As a result, the asset and liability amounts below will not agree with the amounts presented in our condensed consolidated balance sheets. | ||||||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||||
Balance Sheet Location | September 30, | December 31, | September 30, | December 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Commodity Futures Contracts (a) | Other current assets | $ | 313 | $ | 76 | $ | 276 | $ | 83 | |||||||||
Commodity Futures Contracts | Current assets related to discontinued operations | — | 19 | — | 17 | |||||||||||||
Commodity Forward Contracts | Receivables | 3 | — | — | — | |||||||||||||
Commodity Forward Contracts | Accounts payable | — | — | — | 1 | |||||||||||||
Total Gross Mark-to-Market Derivatives | 316 | 95 | 276 | 101 | ||||||||||||||
Less: Counterparty Netting and Cash Collateral (b) | (247 | ) | (68 | ) | (275 | ) | (95 | ) | ||||||||||
Total Net Fair Value of Derivatives | $ | 69 | $ | 27 | $ | 1 | $ | 6 | ||||||||||
________________ | ||||||||||||||||||
(a) | We had derivative assets totaling $6 million and $1 million at September 30, 2013 and December 31, 2012, respectively, related to corn futures used to manage our biofuel exposure. Additionally, we had derivative liabilities totaling $1 million at September 30, 2013 related to corn futures. There were no corn future derivative liabilities at December 31, 2012. | |||||||||||||||||
(b) | As of September 30, 2013 and December 31, 2012, cash collateral amounts of $28 million and $27 million, respectively, are netted with mark-to-market derivative assets. | |||||||||||||||||
Schedule of mark-to-market derivatives | ' | |||||||||||||||||
Gains (losses) for our mark-to market derivatives for the three and nine months ended September 30, 2013 and 2012, were as follows (in millions): | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Commodity Futures Contracts | $ | (73 | ) | $ | (60 | ) | $ | (89 | ) | $ | (22 | ) | ||||||
Commodity OTC Swap Contracts | — | (4 | ) | — | (10 | ) | ||||||||||||
Commodity Forward Contracts | 7 | (5 | ) | 3 | (2 | ) | ||||||||||||
Foreign Currency Forward Contracts | — | 1 | (4 | ) | — | |||||||||||||
Total Loss on Mark-to-Market Derivatives | $ | (66 | ) | $ | (68 | ) | $ | (90 | ) | $ | (34 | ) | ||||||
The income statement location of gains (losses) for our mark-to market derivatives above were as follows (in millions): | ||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
Income Statement Location: | 2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenues | $ | (10 | ) | $ | (17 | ) | $ | — | $ | 4 | ||||||||
Cost of sales | (45 | ) | (75 | ) | (65 | ) | (47 | ) | ||||||||||
Other income (expense), net | — | 1 | (4 | ) | — | |||||||||||||
Net earnings from discontinued operations | (11 | ) | 23 | (21 | ) | 9 | ||||||||||||
Total Loss on Mark-to-Market Derivatives | $ | (66 | ) | $ | (68 | ) | $ | (90 | ) | $ | (34 | ) | ||||||
Schedule of open long (short) positions | ' | |||||||||||||||||
The information below presents the net volume of outstanding commodity contracts by type of instrument and year of maturity as of September 30, 2013 (volumes in thousands of barrels): | ||||||||||||||||||
Mark-to-Market Derivatives | ||||||||||||||||||
Derivative instrument and Year of maturity | Long (Short) Contract Volumes | |||||||||||||||||
Futures | ||||||||||||||||||
2013 | -7,092 | |||||||||||||||||
2014 | -965 | |||||||||||||||||
OTC Swaps | ||||||||||||||||||
2013 | 300 | |||||||||||||||||
Forwards | ||||||||||||||||||
2013 | 16 | |||||||||||||||||
Additionally, as of September 30, 2013, we held short futures positions totaling 2.8 million and 3.0 million bushels of corn maturing in 2013 and 2014, respectively. |
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||
Schedule of Debt | ' | |||||||||||||||||
Our total debt balance at September 30, 2013 and December 31, 2012 was as follows (in millions): | ||||||||||||||||||
September 30, | December 31, | |||||||||||||||||
2013 | 2012 | |||||||||||||||||
Total Debt | $ | 3,375 | $ | 1,588 | ||||||||||||||
Less: Current maturities | 11 | 3 | ||||||||||||||||
Debt, less current maturities | $ | 3,364 | $ | 1,585 | ||||||||||||||
Schedule of Line of Credit Facilities | ' | |||||||||||||||||
We had available capacity under our credit agreements as follows at September 30, 2013 (in millions): | ||||||||||||||||||
Total | Amount Borrowed as of September 30, 2013 | Outstanding | Available Capacity | Expiration | ||||||||||||||
Capacity | Letters of Credit | |||||||||||||||||
Tesoro Corporation Revolving Credit Facility (a) | $ | 3,000 | $ | 700 | $ | 820 | $ | 1,480 | January 4, 2018 | |||||||||
TLLP Revolving Credit Facility | 575 | — | — | 575 | December 31, 2017 | |||||||||||||
Term Loan Credit Facility | 498 | 498 | — | — | 30-May-16 | |||||||||||||
Letter of Credit Facilities | 1,562 | — | 934 | 628 | ||||||||||||||
Total credit agreements | $ | 5,635 | $ | 1,198 | $ | 1,754 | $ | 2,683 | ||||||||||
________________ | ||||||||||||||||||
(a) | Borrowing base is the lesser of the amount of the periodically adjusted borrowing base or the agreement’s total capacity. | |||||||||||||||||
As of September 30, 2013, our credit facilities were subject to the following expenses and fees: | ||||||||||||||||||
Credit Facility | 30 day Eurodollar (LIBOR) Rate | Eurodollar Margin | Base Rate | Base Rate Margin | Commitment Fee | |||||||||||||
(unused portion) | ||||||||||||||||||
Tesoro Corporation Revolving Credit Facility ($3.0 billion) (b) | 0.18% | 1.50% | 3.25% | 0.50% | 0.38% | |||||||||||||
TLLP Revolving Credit Facility ($575 million) (c) | 0.18% | 2.25% | 3.25% | 1.25% | 0.38% | |||||||||||||
________________ | ||||||||||||||||||
(b) | We can elect the interest rate to apply to the Revolving Credit Facility between a base rate plus the base rate margin, or a Eurodollar rate, for the applicable term, plus, the Eurodollar margin at the time of the borrowing. The applicable margin varies based on the Revolving Credit Facility’s credit ratings. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. | |||||||||||||||||
(c) | TLLP can elect the interest rate to apply to the TLLP Revolving Credit Facility between a base rate plus the base rate margin, or a Eurodollar rate, for the applicable term, plus, the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the TLLP Revolving Credit Facility. TLLP incurs commitment fees for the unused portion of the TLLP Revolving Credit Facility at an annual rate. |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, plant and equipment | ' | |||||||
Property, plant and equipment, at cost, is as follows (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Refining | $ | 7,962 | $ | 6,268 | ||||
Retail | 767 | 712 | ||||||
Corporate | 224 | 226 | ||||||
Property, plant and equipment, at cost | 8,953 | 7,206 | ||||||
Accumulated depreciation | (2,170 | ) | (1,974 | ) | ||||
Net property, plant and equipment | $ | 6,783 | $ | 5,232 | ||||
Benefit_Plans_Tables
Benefit Plans (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Defined Benefit Plans Disclosures | ' | |||||||||||||||
The components of pension and other postretirement benefit expense (income), including amounts related to discontinued operations, included in the condensed statements of consolidated operations for the three and nine months ended September 30, 2013 and 2012 were (in millions): | ||||||||||||||||
Pension Benefits | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Service cost | $ | 13 | $ | 7 | $ | 27 | $ | 21 | ||||||||
Interest cost | 9 | 7 | 22 | 22 | ||||||||||||
Expected return on plan assets | (6 | ) | (6 | ) | (18 | ) | (18 | ) | ||||||||
Amortization of prior service cost | 1 | 1 | 1 | 1 | ||||||||||||
Recognized net actuarial loss | 3 | 5 | 16 | 16 | ||||||||||||
Net Periodic Benefit Expense | $ | 20 | $ | 14 | $ | 48 | $ | 42 | ||||||||
Other Postretirement Benefits | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Service cost | $ | — | $ | 2 | $ | 3 | $ | 4 | ||||||||
Interest cost | 1 | 1 | 2 | 3 | ||||||||||||
Amortization of prior service credit | (8 | ) | (9 | ) | (27 | ) | (28 | ) | ||||||||
Recognized net actuarial loss | 1 | 2 | 6 | 8 | ||||||||||||
Recognized curtailment gain | (17 | ) | — | (17 | ) | — | ||||||||||
Net Periodic Benefit Income | $ | (23 | ) | $ | (4 | ) | $ | (33 | ) | $ | (13 | ) |
Commitments_and_Contingencies_1
Commitments and Contingencies Commitments and Contingencies (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Environmental Loss Contingencies | ' | |||
Changes in our environmental liabilities for the nine months ended September 30, 2013, were as follows (in millions): | ||||
Balance at December 31, 2012 (a) | $ | 85 | ||
Additions, net | 16 | |||
Liabilities assumed in the Carson Acquisition | 170 | |||
Liabilities assumed in the Northwest Products System Acquisition | 17 | |||
Expenditures | (25 | ) | ||
Balance at September 30, 2013 (a) | $ | 263 | ||
________________ | ||||
(a) | Includes $18 million of TLLP environmental liabilities at September 30, 2013. There were no environmental liabilities recorded for TLLP at December 31, 2012. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Attributable to Parent [Abstract] | ' | |||||||||||
Stockholders' equity and noncontrolling interest | ' | |||||||||||
Changes to equity during the nine months ended September 30, 2013 are presented below (in millions): | ||||||||||||
Tesoro | Noncontrolling | Total Equity | ||||||||||
Corporation | Interest | |||||||||||
Stockholders’ | ||||||||||||
Equity | ||||||||||||
Balance at December 31, 2012 | $ | 4,251 | $ | 486 | $ | 4,737 | ||||||
Net earnings | 419 | 32 | 451 | |||||||||
Other comprehensive income | 73 | — | 73 | |||||||||
Shares issued for equity-based compensation awards | 69 | — | 69 | |||||||||
Amortization of equity settled awards | 26 | 2 | 28 | |||||||||
Excess tax benefits from stock-based compensation arrangements, net | 10 | — | 10 | |||||||||
Purchases of common stock | (341 | ) | — | (341 | ) | |||||||
Dividend payments | (88 | ) | — | (88 | ) | |||||||
Net proceeds from issuance of Tesoro Logistics LP common units | (6 | ) | 398 | 392 | ||||||||
Distributions to noncontrolling interest | — | (43 | ) | (43 | ) | |||||||
Other | 2 | — | 2 | |||||||||
Balance at September 30, 2013 | $ | 4,415 | $ | 875 | $ | 5,290 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Summary of stock-based compensation expense | ' | |||||||||||||||
Stock-based compensation expense (benefit), including amounts related to discontinued operations, included in our condensed statements of consolidated operations was as follows (in millions): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock appreciation rights | $ | (18 | ) | $ | 56 | $ | 6 | $ | 59 | |||||||
Performance share awards | — | 6 | 10 | 10 | ||||||||||||
Market stock units | 5 | 4 | 13 | 10 | ||||||||||||
Other stock-based awards | — | 6 | 5 | 14 | ||||||||||||
Total Stock-Based Compensation Expense (Benefit) | $ | (13 | ) | $ | 72 | $ | 34 | $ | 93 | |||||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information Supplemental Cash Flow Information (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Supplemental cash flow disclosures | ' | |||||||
Supplemental cash flow disclosures are as follows (in millions): | ||||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Supplemental Cash Flow Disclosures: | ||||||||
Interest paid, net of capitalized interest | $ | 48 | $ | 79 | ||||
Income taxes paid, net | 105 | 161 | ||||||
Supplemental Disclosure of Non-cash Investing Activities: | ||||||||
Assets received for deposits paid in prior period (a) | 130 | — | ||||||
Capital expenditures included in accounts payable at end of period | 42 | 46 | ||||||
________________ | ||||||||
(a) | Includes a $90 million deposit paid in connection with the Carson Acquisition and a $40 million deposit paid related to TLLP’s acquisition of Chevron’s Northwest Products System, both of which were paid during 2012. |
Operating_Segments_Tables
Operating Segments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of segment reporting information, by segment | ' | |||||||||||||||
Segment information related to continuing operations is as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(In millions) | ||||||||||||||||
Revenues | ||||||||||||||||
Refining: | ||||||||||||||||
Refined products | $ | 10,674 | $ | 7,633 | $ | 25,564 | $ | 21,424 | ||||||||
Crude oil and other | 374 | 169 | 1,450 | 456 | ||||||||||||
Retail: | ||||||||||||||||
Fuel (a) | 3,362 | 1,644 | 7,087 | 4,357 | ||||||||||||
Merchandise and other | 70 | 57 | 177 | 157 | ||||||||||||
Intersegment sales from Refining to Retail | (3,239 | ) | (1,559 | ) | (6,793 | ) | (4,110 | ) | ||||||||
Total Revenues | $ | 11,241 | $ | 7,944 | $ | 27,485 | $ | 22,284 | ||||||||
Segment Operating Income | ||||||||||||||||
Refining (b) | $ | 141 | $ | 583 | $ | 819 | $ | 1,406 | ||||||||
Retail | 56 | 18 | 96 | 85 | ||||||||||||
Total Segment Operating Income | 197 | 601 | 915 | 1,491 | ||||||||||||
Corporate and unallocated costs (c) | (51 | ) | (118 | ) | (212 | ) | (208 | ) | ||||||||
Operating Income | 146 | 483 | 703 | 1,283 | ||||||||||||
Interest and financing costs, net | (47 | ) | (66 | ) | (110 | ) | (136 | ) | ||||||||
Interest income | — | 1 | 1 | 2 | ||||||||||||
Equity in earnings of equity method investment | 9 | — | 12 | — | ||||||||||||
Other income (expense), net (d) | 13 | (3 | ) | 65 | (22 | ) | ||||||||||
Earnings Before Income Taxes | $ | 121 | $ | 415 | $ | 671 | $ | 1,127 | ||||||||
Depreciation and Amortization Expense | ||||||||||||||||
Refining | $ | 125 | $ | 91 | $ | 314 | $ | 263 | ||||||||
Retail | 9 | 9 | 26 | 27 | ||||||||||||
Corporate | 6 | 9 | 16 | 17 | ||||||||||||
Total Depreciation and Amortization Expense | $ | 140 | $ | 109 | $ | 356 | $ | 307 | ||||||||
Capital Expenditures | ||||||||||||||||
Refining | $ | 111 | $ | 111 | $ | 376 | $ | 314 | ||||||||
Retail | 10 | 14 | 26 | 45 | ||||||||||||
Corporate | 2 | 3 | 10 | 9 | ||||||||||||
Total Capital Expenditures | $ | 123 | $ | 128 | $ | 412 | $ | 368 | ||||||||
________________ | ||||||||||||||||
(a) | Federal and state motor fuel taxes on sales by our retail segment are included in both revenues and cost of sales in our condensed statements of consolidated operations. These taxes totaled $151 million and $134 million for the three months ended September 30, 2013 and 2012, respectively, and $423 million and $333 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||
(b) | Includes $16 million in business interruption insurance recoveries for the three and nine months ended September 30, 2013. | |||||||||||||||
(c) | Includes stock-based compensation benefit of $13 million and expense of $68 million for the three months ended September 30, 2013 and 2012, respectively, and expense of $31 million and $87 million for the nine months ended September 30, 2013 and 2012, respectively. The significant impact to stock-based compensation expense during the three and nine months ended September 30, 2013 compared to the prior periods is primarily a result of changes in Tesoro’s stock price. Also includes transaction and integration costs related to the Carson Acquisition and TLLP’s purchase of the Northwest Products System of $14 million and $47 million for the three and nine months ended September 30, 2013, respectively. | |||||||||||||||
(d) | Includes $54 million in refunds from a settlement of a rate proceeding from the CPUC for the nine months ended September 30, 2013 and the release of a $16 million legal reserve as a result of the favorable settlement of litigation for the three and nine months ended September 30, 2013. Also includes accruals related to certain legal matters partially offset by receipts associated with the settlement of a pipeline rate proceeding for the nine months ended September 30, 2012. | |||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(In millions) | ||||||||||||||||
Identifiable Assets Related to Continuing Operations | ||||||||||||||||
Refining | $ | 11,601 | $ | 8,010 | ||||||||||||
Retail | 848 | 716 | ||||||||||||||
Corporate | 1,667 | 1,621 | ||||||||||||||
Total Assets | $ | 14,116 | $ | 10,347 | ||||||||||||
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | |||||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive Income | ' | |||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Three Months Ended September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 13,258 | $ | 1,514 | $ | (3,531 | ) | $ | 11,241 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 12,461 | 1,424 | (3,530 | ) | 10,355 | ||||||||||
Operating, selling, general and administrative expenses | 1 | 544 | 52 | (1 | ) | 596 | ||||||||||
Depreciation and amortization expense | — | 126 | 14 | — | 140 | |||||||||||
Loss on asset disposals and impairments | — | 4 | — | — | 4 | |||||||||||
OPERATING INCOME (LOSS) | (1 | ) | 123 | 24 | — | 146 | ||||||||||
Equity in earnings of subsidiaries | 56 | 25 | 46 | (127 | ) | — | ||||||||||
Interest and financing costs, net | (7 | ) | (34 | ) | (12 | ) | 6 | (47 | ) | |||||||
Interest income | — | — | 6 | (6 | ) | — | ||||||||||
Equity in earnings of equity method investment | — | 9 | — | — | 9 | |||||||||||
Other income, net | — | 13 | — | — | 13 | |||||||||||
EARNINGS BEFORE INCOME TAXES | 48 | 136 | 64 | (127 | ) | 121 | ||||||||||
Income tax expense (benefit) (a) | (2 | ) | 50 | (1 | ) | — | 47 | |||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 50 | 86 | 65 | (127 | ) | 74 | ||||||||||
Earnings (loss) from discontinued operations, net of tax | 49 | (14 | ) | — | — | 35 | ||||||||||
NET EARNINGS | 99 | 72 | 65 | (127 | ) | 109 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 10 | — | 10 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 99 | $ | 72 | $ | 55 | $ | (127 | ) | $ | 99 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 99 | $ | 72 | $ | 65 | $ | (127 | ) | $ | 109 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 10 | — | 10 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 99 | $ | 72 | $ | 55 | $ | (127 | ) | $ | 99 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Three Months Ended September 30, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 10,110 | $ | 654 | $ | (2,820 | ) | $ | 7,944 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 9,044 | 624 | (2,820 | ) | 6,848 | ||||||||||
Operating, selling, general and administrative expenses | 5 | 470 | 26 | — | 501 | |||||||||||
Depreciation and amortization expense | — | 105 | 4 | — | 109 | |||||||||||
Loss on asset disposals and impairments | — | 3 | — | — | 3 | |||||||||||
OPERATING INCOME (LOSS) | (5 | ) | 488 | — | — | 483 | ||||||||||
Equity in earnings of subsidiaries | 278 | (1 | ) | 27 | (304 | ) | — | |||||||||
Interest and financing costs, net | (1 | ) | (64 | ) | (2 | ) | 1 | (66 | ) | |||||||
Interest income | — | 1 | 1 | (1 | ) | 1 | ||||||||||
Other expense, net | — | (3 | ) | — | — | (3 | ) | |||||||||
EARNINGS BEFORE INCOME TAXES | 272 | 421 | 26 | (304 | ) | 415 | ||||||||||
Income tax expense (benefit) (a) | (1 | ) | 158 | (8 | ) | — | 149 | |||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 273 | 263 | 34 | (304 | ) | 266 | ||||||||||
Earnings from discontinued operations, net of tax | — | 14 | — | — | 14 | |||||||||||
NET EARNINGS | 273 | 277 | 34 | (304 | ) | 280 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 7 | — | 7 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 273 | $ | 277 | $ | 27 | $ | (304 | ) | $ | 273 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 273 | $ | 277 | $ | 34 | $ | (304 | ) | $ | 280 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 7 | — | 7 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 273 | $ | 277 | $ | 27 | $ | (304 | ) | $ | 273 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Nine Months Ended September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 32,847 | $ | 3,417 | $ | (8,779 | ) | $ | 27,485 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 30,401 | 3,204 | (8,778 | ) | 24,827 | ||||||||||
Operating, selling, general and administrative expenses | 8 | 1,460 | 113 | (1 | ) | 1,580 | ||||||||||
Depreciation and amortization expense | — | 329 | 27 | — | 356 | |||||||||||
Loss on asset disposals and impairments | — | 16 | 3 | — | 19 | |||||||||||
OPERATING INCOME (LOSS) | (8 | ) | 641 | 70 | — | 703 | ||||||||||
Equity in earnings of subsidiaries | 386 | 31 | 136 | (553 | ) | — | ||||||||||
Interest and financing costs, net | (13 | ) | (85 | ) | (24 | ) | 12 | (110 | ) | |||||||
Interest income | — | 1 | 12 | (12 | ) | 1 | ||||||||||
Equity in earnings of equity method investment | — | 12 | — | — | 12 | |||||||||||
Other income, net | — | 65 | — | — | 65 | |||||||||||
EARNINGS BEFORE INCOME TAXES | 365 | 665 | 194 | (553 | ) | 671 | ||||||||||
Income tax expense (benefit) (a) | (5 | ) | 246 | 2 | — | 243 | ||||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 370 | 419 | 192 | (553 | ) | 428 | ||||||||||
Earnings (loss) from discontinued operations, net of tax | 49 | (26 | ) | — | — | 23 | ||||||||||
NET EARNINGS | 419 | 393 | 192 | (553 | ) | 451 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 32 | — | 32 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 419 | $ | 393 | $ | 160 | $ | (553 | ) | $ | 419 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 492 | $ | 393 | $ | 192 | $ | (553 | ) | $ | 524 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 32 | — | 32 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 492 | $ | 393 | $ | 160 | $ | (553 | ) | $ | 492 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Statement of Operations and | ||||||||||||||||
Comprehensive Income for the Nine Months Ended September 30, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
REVENUES | $ | — | $ | 27,926 | $ | 1,892 | $ | (7,534 | ) | $ | 22,284 | |||||
COSTS AND EXPENSES: | ||||||||||||||||
Cost of sales | — | 25,164 | 1,789 | (7,534 | ) | 19,419 | ||||||||||
Operating, selling, general and administrative expenses | 10 | 1,187 | 63 | — | 1,260 | |||||||||||
Depreciation and amortization expense | — | 296 | 11 | — | 307 | |||||||||||
Loss on asset disposals and impairments | — | 14 | 1 | — | 15 | |||||||||||
OPERATING INCOME (LOSS) | (10 | ) | 1,265 | 28 | — | 1,283 | ||||||||||
Equity in earnings of subsidiaries | 728 | (1 | ) | 68 | (795 | ) | — | |||||||||
Interest and financing costs, net | (3 | ) | (128 | ) | (8 | ) | 3 | (136 | ) | |||||||
Interest income | — | 2 | 3 | (3 | ) | 2 | ||||||||||
Other expense, net | — | (22 | ) | — | — | (22 | ) | |||||||||
EARNINGS BEFORE INCOME TAXES | 715 | 1,116 | 91 | (795 | ) | 1,127 | ||||||||||
Income tax expense (benefit) (a) | (1 | ) | 425 | (8 | ) | — | 416 | |||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 716 | 691 | 99 | (795 | ) | 711 | ||||||||||
Earnings from discontinued operations, net of tax | — | 24 | — | — | 24 | |||||||||||
NET EARNINGS | 716 | 715 | 99 | (795 | ) | 735 | ||||||||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | — | — | 19 | — | 19 | |||||||||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | $ | 716 | $ | 715 | $ | 80 | $ | (795 | ) | $ | 716 | |||||
COMPREHENSIVE INCOME | ||||||||||||||||
Total comprehensive income | $ | 716 | $ | 715 | $ | 99 | $ | (795 | ) | $ | 735 | |||||
Less: Noncontrolling interest in comprehensive income | — | — | 19 | — | 19 | |||||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | $ | 716 | $ | 715 | $ | 80 | $ | (795 | ) | $ | 716 | |||||
_______________ | ||||||||||||||||
(a) | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. | |||||||||||||||
Condensed Consolidating Balance Sheet | ' | |||||||||||||||
With the exception of affiliate balances, which are eliminated upon consolidation, and their impact on equity, the TLLP condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012, as presented below, are included in the condensed consolidated balance sheets of Tesoro Corporation. | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(In millions) | ||||||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS | ||||||||||||||||
Cash and cash equivalents | $ | 65 | $ | 19 | ||||||||||||
Receivables | ||||||||||||||||
Trade | 8 | — | ||||||||||||||
Affiliate | 30 | 18 | ||||||||||||||
Prepayments | 2 | 1 | ||||||||||||||
Other current assets | 5 | — | ||||||||||||||
Total Current Assets | 110 | 38 | ||||||||||||||
NET, PROPERTY, PLANT AND EQUIPMENT | 1,062 | 274 | ||||||||||||||
DEPOSITS | — | 40 | ||||||||||||||
GOODWILL | 9 | — | ||||||||||||||
OTHER NONCURRENT ASSETS | 25 | 11 | ||||||||||||||
Total Assets | $ | 1,206 | $ | 363 | ||||||||||||
LIABILITIES AND EQUITY (DEFICIT) | ||||||||||||||||
CURRENT LIABILITIES | ||||||||||||||||
Accounts payable | ||||||||||||||||
Trade | $ | 19 | $ | 9 | ||||||||||||
Affiliate | 8 | 7 | ||||||||||||||
Deferred revenue - affiliate | 2 | 2 | ||||||||||||||
Accrued interest and financing costs | 16 | 6 | ||||||||||||||
Accrued environmental liabilities | 13 | — | ||||||||||||||
Other current liabilities | 5 | 3 | ||||||||||||||
Total Current Liabilities | 63 | 27 | ||||||||||||||
OTHER NONCURRENT LIABILITIES | 6 | — | ||||||||||||||
DEBT | 909 | 354 | ||||||||||||||
EQUITY (DEFICIT) | 228 | (18 | ) | |||||||||||||
Total Liabilities and Equity (Deficit) | $ | 1,206 | $ | 363 | ||||||||||||
Condensed Consolidating Balance Sheet as of September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 1,361 | $ | 131 | $ | — | $ | 1,492 | ||||||
Receivables, less allowance for doubtful accounts | 6 | 1,425 | 360 | — | 1,791 | |||||||||||
Short-term receivables from affiliates | — | — | 21 | (21 | ) | — | ||||||||||
Inventories | — | 2,304 | 331 | — | 2,635 | |||||||||||
Prepayments | 93 | 37 | 3 | (3 | ) | 130 | ||||||||||
Other current assets | 44 | 121 | 6 | — | 171 | |||||||||||
Total Current Assets | 143 | 5,248 | 852 | (24 | ) | 6,219 | ||||||||||
Net Property, Plant and Equipment | — | 5,640 | 1,143 | — | 6,783 | |||||||||||
Investment in Subsidiaries | 5,247 | 107 | 1,448 | (6,802 | ) | — | ||||||||||
Long-Term Receivables from Affiliates | 3,745 | — | — | (3,745 | ) | — | ||||||||||
Other Noncurrent Assets, Net: | ||||||||||||||||
Acquired intangibles, net | — | 261 | — | — | 261 | |||||||||||
Other noncurrent assets, net | 61 | 758 | 918 | (884 | ) | 853 | ||||||||||
Total Other Noncurrent Assets, Net | 61 | 1,019 | 918 | (884 | ) | 1,114 | ||||||||||
Total Assets | $ | 9,196 | $ | 12,014 | $ | 4,361 | $ | (11,455 | ) | $ | 14,116 | |||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 6 | $ | 2,442 | $ | 405 | $ | — | $ | 2,853 | ||||||
Other current liabilities | 124 | 750 | 49 | (3 | ) | 920 | ||||||||||
Short-term payables to affiliates | — | 21 | — | (21 | ) | — | ||||||||||
Total Current Liabilities | 130 | 3,213 | 454 | (24 | ) | 3,773 | ||||||||||
Long-Term Payables to Affiliates | — | 3,453 | 292 | (3,745 | ) | — | ||||||||||
Deferred Income Taxes | 1,048 | — | — | — | 1,048 | |||||||||||
Other Noncurrent Liabilities | 310 | 325 | 6 | — | 641 | |||||||||||
Debt | 3,293 | 46 | 909 | (884 | ) | 3,364 | ||||||||||
Equity-Tesoro Corporation | 4,415 | 4,977 | 1,825 | (6,802 | ) | 4,415 | ||||||||||
Equity-Noncontrolling Interest | — | — | 875 | — | 875 | |||||||||||
Total Liabilities and Equity | $ | 9,196 | $ | 12,014 | $ | 4,361 | $ | (11,455 | ) | $ | 14,116 | |||||
Condensed Consolidating Balance Sheet as of December 31, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
ASSETS | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | — | $ | 1,244 | $ | 395 | $ | — | $ | 1,639 | ||||||
Receivables, less allowance for doubtful accounts | 1 | 1,038 | 87 | — | 1,126 | |||||||||||
Short-term receivables from affiliates | — | — | 47 | (47 | ) | — | ||||||||||
Inventories | — | 1,091 | 247 | — | 1,338 | |||||||||||
Prepayments | 17 | 36 | 1 | — | 54 | |||||||||||
Other current assets | 114 | 25 | 3 | — | 142 | |||||||||||
Current assets related to discontinued operations | — | 337 | — | — | 337 | |||||||||||
Total Current Assets | 132 | 3,771 | 780 | (47 | ) | 4,636 | ||||||||||
Net Property, Plant and Equipment | — | 4,873 | 359 | — | 5,232 | |||||||||||
Investment in Subsidiaries | 5,041 | (200 | ) | 159 | (5,000 | ) | — | |||||||||
Long-Term Receivables from Affiliates | 1,846 | — | — | (1,846 | ) | — | ||||||||||
Other Noncurrent Assets, Net: | ||||||||||||||||
Acquired intangibles, net | — | 214 | — | — | 214 | |||||||||||
Other noncurrent assets, net | 47 | 505 | 160 | (110 | ) | 602 | ||||||||||
Noncurrent assets related to discontinued operations | — | 18 | — | — | 18 | |||||||||||
Total Other Noncurrent Assets, Net | 47 | 737 | 160 | (110 | ) | 834 | ||||||||||
Total Assets | $ | 7,066 | $ | 9,181 | $ | 1,458 | $ | (7,003 | ) | $ | 10,702 | |||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 1 | $ | 2,029 | $ | 166 | $ | — | $ | 2,196 | ||||||
Other current liabilities | 163 | 444 | 18 | — | 625 | |||||||||||
Short-term payables to affiliates | — | 47 | — | (47 | ) | — | ||||||||||
Current liabilities related to discontinued operations | — | 60 | — | — | 60 | |||||||||||
Total Current Liabilities | 164 | 2,580 | 184 | (47 | ) | 2,881 | ||||||||||
Long-Term Payables to Affiliates | — | 1,667 | 179 | (1,846 | ) | — | ||||||||||
Deferred Income Taxes | 850 | — | — | — | 850 | |||||||||||
Other Noncurrent Liabilities | 475 | 169 | — | — | 644 | |||||||||||
Debt | 1,326 | 15 | 354 | (110 | ) | 1,585 | ||||||||||
Noncurrent liabilities related to discontinued operations | — | 5 | — | — | 5 | |||||||||||
Equity-Tesoro Corporation | 4,251 | 4,745 | 255 | (5,000 | ) | 4,251 | ||||||||||
Equity-Noncontrolling Interest | — | — | 486 | — | 486 | |||||||||||
Total Liabilities and Equity | $ | 7,066 | $ | 9,181 | $ | 1,458 | $ | (7,003 | ) | $ | 10,702 | |||||
Condensed Consolidating Statement of Cash Flows | ' | |||||||||||||||
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ||||||||||||||||
Net cash from (used in) operating activities | $ | (17 | ) | $ | 702 | $ | (15 | ) | $ | — | $ | 670 | ||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||||||||||||||||
Capital expenditures | — | (397 | ) | (50 | ) | — | (447 | ) | ||||||||
Carson Acquisition | — | (1,901 | ) | (399 | ) | — | (2,300 | ) | ||||||||
Proceeds from sale of Hawaii Business | 539 | — | — | — | 539 | |||||||||||
Proceeds from asset sales | — | — | 2 | — | 2 | |||||||||||
Investment in joint venture | — | (2 | ) | — | — | (2 | ) | |||||||||
Other acquisitions | — | — | (315 | ) | — | (315 | ) | |||||||||
Intercompany notes, net | (2,117 | ) | — | — | 2,117 | — | ||||||||||
Net cash used in investing activities | (1,578 | ) | (2,300 | ) | (762 | ) | 2,117 | (2,523 | ) | |||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ||||||||||||||||
Proceeds from debt offering | — | — | 550 | — | 550 | |||||||||||
Borrowings under revolving credit agreements | 1,524 | — | 544 | — | 2,068 | |||||||||||
Borrowings under term loan credit agreement | 500 | — | — | — | 500 | |||||||||||
Repayments on revolving credit agreements | (824 | ) | — | (544 | ) | — | (1,368 | ) | ||||||||
Repayments of debt | (3 | ) | (3 | ) | — | — | (6 | ) | ||||||||
Dividend payments | (88 | ) | — | — | — | (88 | ) | |||||||||
Proceeds from stock options exercised | 69 | — | — | — | 69 | |||||||||||
Distributions to noncontrolling interest | — | — | (43 | ) | — | (43 | ) | |||||||||
Purchases of common stock | (346 | ) | — | — | — | (346 | ) | |||||||||
Net proceeds from issuance of Tesoro Logistics LP common units | — | — | 392 | — | 392 | |||||||||||
Excess tax benefits from stock-based compensation arrangements | — | 11 | — | — | 11 | |||||||||||
Net intercompany borrowings (repayments) | — | 1,695 | 422 | (2,117 | ) | — | ||||||||||
Borrowings from general partner | 774 | — | (774 | ) | — | — | ||||||||||
Distributions to TLLP unitholders and general partner | 10 | 12 | (22 | ) | — | — | ||||||||||
Payments of debt issuance costs | — | — | (9 | ) | — | (9 | ) | |||||||||
Financing costs and other | (21 | ) | — | (3 | ) | — | (24 | ) | ||||||||
Net cash from financing activities | 1,595 | 1,715 | 513 | (2,117 | ) | 1,706 | ||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 117 | (264 | ) | — | (147 | ) | |||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | — | 1,244 | 395 | — | 1,639 | |||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | — | $ | 1,361 | $ | 131 | $ | — | $ | 1,492 | ||||||
Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 30, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||
Subsidiaries | Guarantors | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
Net cash from operating activities | $ | 7 | $ | 1,056 | $ | 112 | $ | — | $ | 1,175 | ||||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ||||||||||||||||
Capital expenditures | — | (361 | ) | (21 | ) | — | (382 | ) | ||||||||
Proceeds from asset sales | — | 3 | — | — | 3 | |||||||||||
Other acquisitions | — | (39 | ) | — | — | (39 | ) | |||||||||
Advance payments made for acquisition | — | (90 | ) | — | — | (90 | ) | |||||||||
Intercompany notes, net | 288 | — | — | (288 | ) | — | ||||||||||
Net cash from (used in) investing activities | 288 | (487 | ) | (21 | ) | (288 | ) | (508 | ) | |||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ||||||||||||||||
Proceeds from debt offering | 925 | — | 350 | — | 1,275 | |||||||||||
Borrowings under revolving credit agreements | — | — | 185 | — | 185 | |||||||||||
Repayments on revolving credit agreements | — | — | (352 | ) | — | (352 | ) | |||||||||
Repayments of debt | (1,222 | ) | (2 | ) | — | — | (1,224 | ) | ||||||||
Dividend payments | (17 | ) | — | — | — | (17 | ) | |||||||||
Proceeds from stock options exercised | 23 | — | — | — | 23 | |||||||||||
Distributions to noncontrolling interest | — | — | (17 | ) | — | (17 | ) | |||||||||
Purchases of common stock | (31 | ) | — | — | — | (31 | ) | |||||||||
Excess tax benefits from stock-based compensation arrangements | — | 7 | — | — | 7 | |||||||||||
Net intercompany borrowings (repayments) | — | (323 | ) | 35 | 288 | — | ||||||||||
Borrowings from general partner | 60 | — | (60 | ) | — | — | ||||||||||
Distributions to TLLP unitholders and general partner | 8 | 10 | (18 | ) | — | — | ||||||||||
Payments of debt issuance costs | (15 | ) | — | (7 | ) | — | (22 | ) | ||||||||
Financing costs and other | (26 | ) | — | (1 | ) | — | (27 | ) | ||||||||
Net cash from (used in) financing activities | (295 | ) | (308 | ) | 115 | 288 | (200 | ) | ||||||||
INCREASE IN CASH AND CASH EQUIVALENTS | — | 261 | 206 | — | 467 | |||||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | — | 805 | 95 | — | 900 | |||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | — | $ | 1,066 | $ | 301 | $ | — | $ | 1,367 | ||||||
Basis_of_Presentation_Basis_of
Basis of Presentation Basis of Presentation, Discontinued Operations (Details) (Hawaii Operations) | Sep. 25, 2013 |
Hawaii Operations | ' |
Discontinued Operations | ' |
Capacity (Mbpd) | 94 |
Basis_of_Presentation_Basis_of1
Basis of Presentation Basis of Presentation (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Apr. 22, 2013 | Sep. 30, 2013 | Jun. 01, 2013 |
Tesoro Savage Petroleum Terminal LLC | Tesoro Savage Petroleum Terminal LLC | Watson cogeneration facility | Watson cogeneration facility | ||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of TLLP's revenues from Tesoro | 84.00% | ' | 88.00% | ' | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in joint venture | $0 | ' | $0 | ' | $0 | $2 | ' | $117 | ' |
Joint venture ownership percentage | ' | ' | ' | ' | ' | ' | 50.00% | ' | 51.00% |
Equity in earnings of equity method investment | $9 | $0 | $12 | $0 | ' | ' | ' | ' | ' |
Acquisitions_Acquisitions_Deta
Acquisitions, Acquisitions (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 19, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 01, 2013 | 30-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 01, 2013 | 30-May-13 | Sep. 30, 2013 | Jun. 01, 2013 | Sep. 30, 2013 |
Northwest Products System | Northwest Products System | Northwest Products System | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | Carson Terminal Assets | Carson Terminal Assets | Carson Terminal Assets | Marketing and storage terminal facilities | California Region | |||
stores | terminals | refineries | |||||||||||||
Business Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition | ' | ' | ' | ' | 19-Jun-13 | ' | ' | ' | ' | 1-Jun-13 | ' | ' | 1-Jun-13 | ' | ' |
Number of stations (stations) | ' | ' | ' | ' | ' | 835 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Watson cogeneration facility ownership percentage | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | ' | ' | ' | ' | ' | $1,100 | ' | $1,096 | ' | $1,096 | ' | ' | ' | ' | ' |
Advance payments made for acquisition | 0 | 90 | ' | 40 | ' | 127 | ' | ' | 90 | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | 355 | ' | ' | 2,420 | ' | 2,330 | ' | ' | 640 | ' | ' | ' | ' |
Purchase price adjustment for reductions in working capital | ' | ' | ' | ' | ' | ' | ' | 62 | ' | ' | ' | ' | ' | ' | ' |
Purchase price adjustment for sites not sold | ' | ' | ' | ' | ' | ' | ' | 33 | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisition | ' | ' | ' | ' | ' | 552 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings on Revolving Credit Facility | 2,068 | 185 | ' | ' | ' | ' | 700 | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing on Term Loan Facility for acquisition | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from TLLP | 2 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 544 | ' | ' | ' |
Number of assets (assets) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' |
Number of refineries (refineries) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Purchase price adjustment for aquired intangibles | ' | ' | ' | ' | ' | ' | ' | $55 | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Acquisitions_Cars
Acquisitions Acquisitions, Carson (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 4 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 01, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 01, 2013 | ||||
Refining | Refining | Refining | Refining | Retail | Retail | Retail | Retail | California Region | Wilmington refinery | Martinez refinery | Watson cogeneration facility | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | |||||||||
Refining | Retail | Carson refinery | ||||||||||||||||||||||||||
Business Combination, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Acquired intangibles, estimated useful lives (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ||||
Watson cogeneration facility ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | ||||
Environmental liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $170 | ' | $170 | ' | ' | $102 | $68 | ' | ||||
Capacity (Mbpd) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97 | 166 | ' | ' | ' | ' | ' | ' | ' | ' | 266 | ||||
Refining gross margin for California Region | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 772 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Operating income for California Region | 146 | 483 | 703 | 1,283 | 141 | [1] | 583 | [1] | 819 | [1] | 1,406 | [1] | 56 | 18 | 96 | 85 | 122 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction and integration costs | 14 | ' | 47 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14 | ' | 44 | ' | ' | ' | ' | ' | ||||
Transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13 | ' | ' | ' | ' | ' | ||||
Carson Purchase Price Allocation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 197 | ' | 197 | ' | ' | ' | ' | ' | ||||
Inventories | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,096 | ' | 1,096 | ' | 1,100 | ' | ' | ' | ||||
Prepayments and other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67 | ' | 67 | ' | ' | ' | ' | ' | ||||
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,031 | ' | 1,031 | ' | ' | ' | ' | ' | ||||
Acquired intangibles, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59 | ' | 59 | ' | ' | ' | ' | ' | ||||
Other noncurrent assets, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 111 | 112 | ' | 112 | ' | ' | ' | ' | ' | ||||
Other current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -25 | ' | -25 | ' | ' | ' | ' | ' | ||||
Other noncurrent liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -173 | ' | -173 | ' | ' | ' | ' | ' | ||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -36 | ' | -36 | ' | ' | ' | ' | ' | ||||
Total purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,328 | ' | 2,328 | ' | ' | ' | ' | ' | ||||
Carson Pro Forma Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,241 | 11,654 | 33,394 | 33,625 | ' | ' | ' | ' | ||||
Net Earnings attributable to Tesoro Corporation Stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $99 | $363 | $515 | $950 | ' | ' | ' | ' | ||||
Basic Earnings Per Share from Continuing Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.48 | $2.50 | $3.62 | $6.63 | ' | ' | ' | ' | ||||
Diluted Earnings Per Share from Continuing Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.47 | $2.46 | $3.56 | $6.54 | ' | ' | ' | ' | ||||
Disclosure of revenues and net earnings associated with Carson impracticable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Financial information, including the revenues and net earnings, for the Carson refinery operations for the period are not available. We are in the process of integrating our Wilmington and Carson refineries and are operating and accounting for them as a combined facility, including the purchases and sales of crude oil and refined products. Refined products produced from the refining processing units are transported through common logistics assets and cannot be identified as Carson refinery production versus Wilmington refinery production. As a result, revenues and related cost of sales from products delivered through these common assets are unidentifiable to a specific refinery making it impracticable to provide this financial information. | ' | ' | ' | ' | ' | ||||
[1] | Includes $16 million in business interruption insurance recoveries for the three and nine months ended September 30, 2013. |
Tesoro_Logistics_LP_Tesoro_Log
Tesoro Logistics LP Tesoro Logistics LP, Ownership Interest (Details) | 0 Months Ended | 9 Months Ended |
Jan. 14, 2013 | Sep. 30, 2013 | |
Variable Interest Entity | ' | ' |
Percentage ownership of Tesoro Logistics LP | ' | 40.00% |
Limited partner common units outstanding (units) | ' | 2,729,476 |
Subordinated units outstanding (units) | ' | 15,254,890 |
General partner | ' | ' |
Variable Interest Entity | ' | ' |
Percentage ownership of Tesoro Logistics LP | 2.00% | 2.00% |
General partner units outstanding (units) | ' | 958,587 |
Tesoro_Logistics_LP_Tesoro_Log1
Tesoro Logistics LP Tesoro Logistics LP, Acquisitions (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 19, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 19, 2013 | Jun. 19, 2013 | Jun. 19, 2013 | Jun. 01, 2013 | 30-May-13 | Sep. 30, 2013 |
Northwest Products System | Northwest Products System | Northwest Products System | Common carrier products pipeline | Jet fuel pipeline | Refined products terminals | Carson Terminal Assets | Carson Terminal Assets | Carson Terminal Assets | |||
pipelines | pipelines | terminals | |||||||||
Business Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition | ' | ' | ' | ' | 19-Jun-13 | ' | ' | ' | ' | ' | 1-Jun-13 |
Purchase price | ' | ' | $355 | ' | ' | ' | ' | ' | $640 | ' | ' |
Number of assets (assets) | ' | ' | ' | ' | ' | 1 | 1 | 3 | ' | ' | ' |
Advance payments made for acquisition | 0 | 90 | ' | 40 | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | 358 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' | ' |
Other noncurrent assets, net | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' |
Environmental liabilities assumed | ' | ' | 17 | ' | 14 | ' | ' | ' | ' | ' | ' |
Chevron recovery time frame (years) | ' | ' | 'P2Y | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from TLLP | 2 | 3 | ' | ' | ' | ' | ' | ' | ' | 544 | ' |
Fair value of TLLP equity issuance | ' | ' | ' | ' | ' | ' | ' | ' | $96 | ' | ' |
Tesoro_Logistics_LP_Equity_Iss
Tesoro Logistics LP, Equity Issuance (Details) (USD $) | 0 Months Ended | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Jan. 14, 2013 | Sep. 30, 2013 |
Variable Interest Entity | ' | ' |
Common units issued in offering (units) | 9,775,000 | ' |
Price per unit (dollars per unit) | $41.70 | ' |
Net proceeds from issuance of units | $392 | ' |
Percentage ownership of Tesoro Logistics LP | ' | 40.00% |
General partner | ' | ' |
Variable Interest Entity | ' | ' |
Price per unit (dollars per unit) | $41.70 | ' |
General partners' capital account, units issued (units) | 199,490 | ' |
Percentage ownership of Tesoro Logistics LP | 2.00% | 2.00% |
Tesoro_Logistics_LP_Tesoro_Log2
Tesoro Logistics LP Tesoro Logistics LP, Debt Issuance (Details) (6.125% Senior Notes Due 2021, USD $) | Aug. 01, 2013 |
In Millions, unless otherwise specified | |
6.125% Senior Notes Due 2021 | ' |
Debt Instrument | ' |
Debt instrument, aggregate principal | $550 |
Debt instrument interest rate | 6.13% |
Tesoro_Logistics_LP_Agreements
Tesoro Logistics LP, Agreements (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Long-term Purchase Commitment | ' |
Annual omnibus or administrative fees | $4 |
Annual operational service fees | $4 |
Various pipeline transportation, trucking, terminal distribution and storage services agreements | ' |
Long-term Purchase Commitment | ' |
Agreement time period | '2016 through 2023 |
Number of contract renewals (renewals) | 2 |
Contract renewal terms | ' |
Long-term Purchase Commitment | ' |
Agreement time period | 'five-year |
Tesoro_Logistics_LP_Balance_Sh
Tesoro Logistics LP, Balance Sheet (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | ||||
CURRENT ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | $1,492 | $1,639 | $1,367 | $900 |
Receivables | ' | ' | ' | ' |
Trade | 1,791 | 1,126 | ' | ' |
Affiliate | 0 | 0 | ' | ' |
Other current assets | 171 | 142 | ' | ' |
Total Current Assets | 6,219 | 4,636 | ' | ' |
NET, PROPERTY, PLANT AND EQUIPMENT | 6,783 | 5,232 | ' | ' |
OTHER NONCURRENT ASSETS | 1,114 | 834 | ' | ' |
Total Assets | 14,116 | 10,702 | ' | ' |
Accounts payable | ' | ' | ' | ' |
Affiliate | 0 | 0 | ' | ' |
Other current liabilities | 920 | 625 | ' | ' |
Total Current Liabilities | 3,773 | 2,881 | ' | ' |
OTHER NONCURRENT LIABILITIES | 641 | 644 | ' | ' |
DEBT | 3,364 | 1,585 | ' | ' |
Total Liabilities and Equity (Deficit) | 14,116 | 10,702 | ' | ' |
Tesoro Logistics LP | ' | ' | ' | ' |
CURRENT ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | 65 | 19 | ' | ' |
Receivables | ' | ' | ' | ' |
Trade | 8 | 0 | ' | ' |
Affiliate | 30 | 18 | ' | ' |
Prepayments | 2 | 1 | ' | ' |
Other current assets | 5 | 0 | ' | ' |
Total Current Assets | 110 | 38 | ' | ' |
NET, PROPERTY, PLANT AND EQUIPMENT | 1,062 | 274 | ' | ' |
DEPOSITS | 0 | 40 | ' | ' |
GOODWILL | 9 | 0 | ' | ' |
OTHER NONCURRENT ASSETS | 25 | 11 | ' | ' |
Total Assets | 1,206 | 363 | ' | ' |
Accounts payable | ' | ' | ' | ' |
Trade | 19 | 9 | ' | ' |
Affiliate | 8 | 7 | ' | ' |
Deferred revenue - affiliate | 2 | 2 | ' | ' |
Accrued interest and financing costs | 16 | 6 | ' | ' |
Accrued environmental liabilities | 13 | 0 | ' | ' |
Other current liabilities | 5 | 3 | ' | ' |
Total Current Liabilities | 63 | 27 | ' | ' |
OTHER NONCURRENT LIABILITIES | 6 | 0 | ' | ' |
DEBT | 909 | 354 | ' | ' |
EQUITY (DEFICIT) | 228 | -18 | ' | ' |
Total Liabilities and Equity (Deficit) | $1,206 | $363 | ' | ' |
Discontinued_Operations_Discon2
Discontinued Operations Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 25, 2013 | Jun. 30, 2013 | ||||
Revenues and earnings from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ||||
Gain on sale of Hawaii Business, before tax (a) | ' | ' | ' | $80 | $0 | ' | ' | ||||
Earnings from discontinued operations, net of tax | 35 | ' | 14 | 23 | 24 | ' | ' | ||||
Assets and liabilities of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ||||
Total current assets related to discontinued operations | 0 | 337 | ' | 0 | ' | ' | ' | ||||
Total current liabilities related to discontinued operations | 0 | 60 | ' | 0 | ' | ' | ' | ||||
Hawaii Operations | ' | ' | ' | ' | ' | ' | ' | ||||
Discontinued Operations | ' | ' | ' | ' | ' | ' | ' | ||||
Capacity (Mbpd) | ' | ' | ' | ' | ' | 94 | ' | ||||
Sales price | 539 | ' | ' | ' | ' | ' | ' | ||||
Sales price, assets | ' | ' | ' | ' | ' | 75 | ' | ||||
Sales price, inventory and other net working capital | ' | ' | ' | ' | ' | 464 | ' | ||||
Earnout arrangement period (years) | ' | ' | ' | ' | ' | '3 years | ' | ||||
Earnout arrangement maximum | ' | ' | ' | ' | ' | 40 | ' | ||||
Indemnification for environmental remediation | ' | ' | ' | ' | ' | 15 | ' | ||||
Impairment charges | ' | 248 | ' | ' | ' | ' | ' | ||||
Asset retirement obligations | ' | 20 | ' | ' | ' | ' | -14 | ||||
Revenues and earnings from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ||||
Revenues | 585 | ' | 832 | 2,036 | 2,417 | ' | ' | ||||
Earnings (loss) from discontinued operations, before tax | -24 | ' | 23 | -41 | 38 | ' | ' | ||||
Gain on sale of Hawaii Business, before tax (a) | 80 | [1] | ' | 0 | [1] | 80 | [1] | 0 | [1] | ' | ' |
Total earnings from discontinued operations, before tax | 56 | ' | 23 | 39 | 38 | ' | ' | ||||
Income tax expense | 21 | ' | 9 | 16 | 14 | ' | ' | ||||
Earnings from discontinued operations, net of tax | 35 | ' | 14 | 23 | 24 | ' | ' | ||||
Curtailment gain | ' | ' | ' | 17 | ' | ' | ' | ||||
Assets and liabilities of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ||||
Receivables, less allowance for doubtful accounts | ' | 95 | ' | ' | ' | ' | ' | ||||
Inventories | ' | 240 | ' | ' | ' | ' | ' | ||||
Prepayments and other current assets | ' | 2 | ' | ' | ' | ' | ' | ||||
Total current assets related to discontinued operations | ' | 337 | ' | ' | ' | ' | ' | ||||
Net property, plant and equipment | ' | 13 | ' | ' | ' | ' | ' | ||||
Other noncurrent assets, net | ' | 5 | ' | ' | ' | ' | ' | ||||
Total assets related to discontinued operations | ' | 355 | ' | ' | ' | ' | ' | ||||
Accounts payable | ' | 17 | ' | ' | ' | ' | ' | ||||
Other current liabilities | ' | 43 | ' | ' | ' | ' | ' | ||||
Total current liabilities related to discontinued operations | ' | 60 | ' | ' | ' | ' | ' | ||||
Other noncurrent liabilities | ' | 3 | ' | ' | ' | ' | ' | ||||
Debt | ' | 2 | ' | ' | ' | ' | ' | ||||
Total liabilities related to discontinued operations | ' | 65 | ' | ' | ' | ' | ' | ||||
Cash flows related to discontinued operations | ' | ' | ' | ' | ' | ' | ' | ||||
Operating activities | ' | ' | ' | 74 | 40 | ' | ' | ||||
Investing activities | ' | ' | ' | $537 | ($14) | ' | ' | ||||
[1] | Gain on sale of the Hawaii Business includes a $17 million curtailment gain related to the remeasurement of our pension and other postretirement benefit obligations recognized during the three months ended September 30, 2013. |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Weighted average common shares outstanding | 134.6 | 139.6 | 135.8 | 139.6 |
Common stock equivalents | 2.2 | 2.5 | 2.3 | 1.9 |
Total diluted shares | 136.8 | 142.1 | 138.1 | 141.5 |
Anti-dilutive securities (shares) | 0.2 | 1.9 | 0.1 | 2.6 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | ' | ' |
Domestic crude oil and refined products | $2,105,000,000 | $957,000,000 |
Foreign subsidiary crude oil | 331,000,000 | 246,000,000 |
Materials and supplies | 117,000,000 | 83,000,000 |
Oxygenates and by-products | 67,000,000 | 38,000,000 |
Merchandise | 15,000,000 | 14,000,000 |
Total Inventories | 2,635,000,000 | 1,338,000,000 |
Excess of replacement or current costs over stated LIFO value | $1,900,000,000 | $1,300,000,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | $316,000,000 | $95,000,000 | ||
Net derivative assets | 69,000,000 | 27,000,000 | ||
Gross derivative liabilities | 276,000,000 | 101,000,000 | ||
Net derivative liabilities | 1,000,000 | 6,000,000 | ||
Derivative liabilities and RINs obligation | 4,000,000 | 7,000,000 | ||
Cash collateral posted | 28,000,000 | 27,000,000 | ||
Percent of trade receivables with balances outstanding greater than 90 days | 1.00% | ' | ||
Percent of trade payables with balances outstanding greater than 90 days | 1.00% | ' | ||
Carrying value of debt | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Debt carrying value | 3,300,000,000 | 1,600,000,000 | ||
Commodity Futures Contracts (a) | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Net derivative assets | 66,000,000 | 27,000,000 | ||
Net derivative liabilities | 1,000,000 | 5,000,000 | ||
Commodity Forward Contracts | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Net derivative assets | 3,000,000 | ' | ||
Net derivative liabilities | ' | 1,000,000 | ||
RINs Obligation | ' | ' | ||
Fair Value Measurements | ' | ' | ||
RINs obligation | 3,000,000 | 1,000,000 | ||
Level 1 | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 307,000,000 | 91,000,000 | ||
Derivative liabilities and RINs obligation | 273,000,000 | 96,000,000 | ||
Level 1 | Commodity Futures Contracts (a) | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 307,000,000 | 91,000,000 | ||
Gross derivative liabilities | 273,000,000 | 96,000,000 | ||
Level 1 | Commodity Forward Contracts | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 0 | ' | ||
Gross derivative liabilities | ' | 0 | ||
Level 1 | RINs Obligation | ' | ' | ||
Fair Value Measurements | ' | ' | ||
RINs obligation | 0 | 0 | ||
Level 2 | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 9,000,000 | 4,000,000 | ||
Derivative liabilities and RINs obligation | 6,000,000 | 6,000,000 | ||
Level 2 | Fair value of debt | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Debt fair value | 3,300,000 | 1,700,000,000 | ||
Level 2 | Commodity Futures Contracts (a) | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 6,000,000 | 4,000,000 | ||
Gross derivative liabilities | 3,000,000 | 4,000,000 | ||
Level 2 | Commodity Forward Contracts | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 3,000,000 | ' | ||
Gross derivative liabilities | ' | 1,000,000 | ||
Level 2 | RINs Obligation | ' | ' | ||
Fair Value Measurements | ' | ' | ||
RINs obligation | 3,000,000 | 1,000,000 | ||
Level 3 | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 0 | 0 | ||
Derivative liabilities and RINs obligation | 0 | 0 | ||
Level 3 | Commodity Futures Contracts (a) | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 0 | 0 | ||
Gross derivative liabilities | 0 | 0 | ||
Level 3 | Commodity Forward Contracts | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Gross derivative assets | 0 | ' | ||
Gross derivative liabilities | ' | 0 | ||
Level 3 | RINs Obligation | ' | ' | ||
Fair Value Measurements | ' | ' | ||
RINs obligation | 0 | 0 | ||
Netting and Collateral (a) | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Derivative asset amount offset against collateral and netting arrangements | -247,000,000 | [1] | -68,000,000 | [1] |
Derivative liabilities and RINs obligation | -275,000,000 | [1] | -95,000,000 | [1] |
Netting and Collateral (a) | Commodity Futures Contracts (a) | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Derivative asset amount offset against collateral and netting arrangements | -247,000,000 | [1] | -68,000,000 | [1] |
Derivative liability amount offset against collateral and netting arrangements | -275,000,000 | [1] | -95,000,000 | [1] |
Netting and Collateral (a) | Commodity Forward Contracts | ' | ' | ||
Fair Value Measurements | ' | ' | ||
Derivative asset amount offset against collateral and netting arrangements | 0 | [1] | ' | |
Derivative liability amount offset against collateral and netting arrangements | ' | 0 | [1] | |
Netting and Collateral (a) | RINs Obligation | ' | ' | ||
Fair Value Measurements | ' | ' | ||
RINs obligation | $0 | [1] | $0 | [1] |
[1] | Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of September 30, 2013 and December 31, 2012, cash collateral amounts of $28 million and $27 million, respectively, are netted with mark-to-market derivative assets. |
Derivative_Instruments_Derivat
Derivative Instruments, Derivative Assets and Liabilities (Details) (USD $) | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | ||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification | ' | ' | ||
Derivative maturity period (years) | '2 years | ' | ||
Derivatives, Fair Value | ' | ' | ||
Gross derivative assets | $316 | $95 | ||
Gross derivative liabilities | 276 | 101 | ||
Net derivative assets | 69 | 27 | ||
Net derivative liabilities | 1 | 6 | ||
Derivative, Collateral | ' | ' | ||
Cash collateral outstanding | 28 | 27 | ||
Commodity Futures Contracts (a) | Other current assets | ' | ' | ||
Derivatives, Fair Value | ' | ' | ||
Gross derivative assets | 313 | 76 | ||
Gross derivative liabilities | 276 | 83 | ||
Commodity Futures Contracts (a) | Current assets related to discontinued operations | ' | ' | ||
Derivatives, Fair Value | ' | ' | ||
Gross derivative assets | 0 | 19 | ||
Gross derivative liabilities | 0 | 17 | ||
Commodity Futures Contracts, Corn | ' | ' | ||
Derivatives, Fair Value | ' | ' | ||
Gross derivative assets | 6 | 1 | ||
Gross derivative liabilities | 1 | 0 | ||
Commodity Forward Contracts | Receivables | ' | ' | ||
Derivatives, Fair Value | ' | ' | ||
Gross derivative assets | 3 | 0 | ||
Gross derivative liabilities | 0 | 0 | ||
Commodity Forward Contracts | Accounts payable | ' | ' | ||
Derivatives, Fair Value | ' | ' | ||
Gross derivative assets | 0 | 0 | ||
Gross derivative liabilities | 0 | 1 | ||
Less: Counterparty Netting and Cash Collateral (b) | ' | ' | ||
Derivatives, Fair Value | ' | ' | ||
Derivative asset amount offset against collateral and netting arrangements | -247 | [1] | -68 | [1] |
Derivative liability amount offset against collateral and netting arrangements | ($275) | [1] | ($95) | [1] |
[1] | As of September 30, 2013 and December 31, 2012, cash collateral amounts of $28 million and $27 million, respectively, are netted with mark-to-market derivative assets. |
Derivative_Instruments_Derivat1
Derivative Instruments, Derivative Gains and Losses (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | ($66) | ($68) | ($90) | ($34) |
Revenues | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | -10 | -17 | 0 | 4 |
Cost of sales | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | -45 | -75 | -65 | -47 |
Other income (expense), net | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | 0 | 1 | -4 | 0 |
Net earnings from discontinued operations | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | -11 | 23 | -21 | 9 |
Commodity Futures Contracts (a) | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | -73 | -60 | -89 | -22 |
Commodity OTC Swap Contracts | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | 0 | -4 | 0 | -10 |
Commodity Forward Contracts | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | 7 | -5 | 3 | -2 |
Foreign Currency Forward Contracts | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) | ' | ' | ' | ' |
Gain (loss) recognized in income on derivatives | $0 | $1 | ($4) | $0 |
Derivative_Instruments_Open_Po
Derivative Instruments, Open Positions (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Derivative | ' |
Open positions maturity period (years) | '2 years |
Futures | 2013 | ' |
Derivative | ' |
Long (short) contract volumes (thousands of barrels or millions of bushels) | -7,092 |
Futures | 2014 | ' |
Derivative | ' |
Long (short) contract volumes (thousands of barrels or millions of bushels) | -965 |
Futures, Corn | 2013 | ' |
Derivative | ' |
Long (short) contract volumes (thousands of barrels or millions of bushels) | 2,800,000 |
Futures, Corn | 2014 | ' |
Derivative | ' |
Long (short) contract volumes (thousands of barrels or millions of bushels) | 3,000,000 |
OTC Swaps | 2013 | ' |
Derivative | ' |
Long (short) contract volumes (thousands of barrels or millions of bushels) | 300 |
Forwards | 2013 | ' |
Derivative | ' |
Long (short) contract volumes (thousands of barrels or millions of bushels) | 16 |
Debt_Overview_Details
Debt, Overview (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jan. 04, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 22-May-13 | Jan. 04, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | Aug. 01, 2013 | ||||||
Tesoro Corporation Revolving Credit Facility (a) | Tesoro Corporation Revolving Credit Facility (a) | Tesoro Corporation Revolving Credit Facility (a) | Tesoro Corporation Revolving Credit Facility (a) | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | Term Loan Credit Facility | Letter of Credit Facilities | 6.125% Senior Notes Due 2021 | 6.125% Senior Notes Due 2021 | 6.125% Senior Notes Due 2021 | 6.125% Senior Notes Due 2021 | 6.125% Senior Notes Due 2021 | 6.125% Senior Notes Due 2021 | 5.875% TLLP Senior Notes due 2020 | |||||||||
30 day Eurodollar (LIBOR) Rate | Base Rate | 30 day Eurodollar (LIBOR) Rate | Base Rate | Up through October 15, 2016 | On or after October 15, 2016 through October 15, 2017 | October 15, 2017 through October 15, 2018 | October 15, 2018 through October 15, 2019 | ||||||||||||||||||||
Debt Instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Total Debt | $3,375,000,000 | $1,588,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Less: Current maturities | 11,000,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt, less current maturities | 3,364,000,000 | 1,585,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.13% | ' | ' | ' | ' | 5.88% | ||||||
Debt instrument, aggregate principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550,000,000 | ' | ' | ' | ' | ' | ||||||
Redemption price, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106.13% | 104.59% | 103.06% | 101.53% | ' | ||||||
Redemption price, percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ||||||
Collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The TLLP Notes also contain customary terms, events of default and covenants for an issuance of non-investment debt grade securities. The TLLP Notes due 2021 are unsecured and guaranteed by all of TLLP’s domestic subsidiaries, except Tesoro Logistics Finance Corp., the co-issuer of the TLLP Notes due 2021, and are non-recourse to Tesoro, except for TLGP. | ' | ' | ' | ' | ' | ' | ||||||
Credit agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Total Capacity | 5,635,000,000 | ' | 3,000,000,000 | [1] | 3,000,000,000 | ' | ' | 575,000,000 | 575,000,000 | 500,000,000 | 300,000,000 | ' | ' | 498,000,000 | 1,562,000,000 | ' | ' | ' | ' | ' | ' | ' | |||||
Amount Borrowed as of September 30, 2013 | 1,198,000,000 | ' | 700,000,000 | [1] | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 498,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | |||||
Outstanding Letters of Credit | 1,754,000,000 | ' | 820,000,000 | [1] | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 0 | 934,000,000 | ' | ' | ' | ' | ' | ' | ' | |||||
Available Capacity | $2,683,000,000 | ' | $1,480,000,000 | [1] | ' | ' | ' | $575,000,000 | ' | ' | ' | ' | ' | $0 | $628,000,000 | ' | ' | ' | ' | ' | ' | ' | |||||
Expiration | ' | ' | 4-Jan-18 | [1] | ' | ' | ' | 31-Dec-17 | ' | ' | ' | ' | ' | 30-May-16 | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Expenses and Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Eurodollar or Base Rate | ' | ' | ' | ' | 0.18% | [2] | 3.25% | [2] | ' | ' | ' | ' | 0.18% | [3] | 3.25% | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Eurodollar or Base Rate Margin | ' | ' | ' | ' | 1.50% | [2] | 0.50% | [2] | ' | ' | ' | ' | 2.25% | [3] | 1.25% | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Commitment Fee (unused portion) | ' | ' | 0.38% | [2] | ' | ' | ' | 0.38% | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | Borrowing base is the lesser of the amount of the periodically adjusted borrowing base or the agreement’s total capacity. | ||||||||||||||||||||||||||
[2] | We can elect the interest rate to apply to the Revolving Credit Facility between a base rate plus the base rate margin, or a Eurodollar rate, for the applicable term, plus, the Eurodollar margin at the time of the borrowing. The applicable margin varies based on the Revolving Credit Facility’s credit ratings. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. | ||||||||||||||||||||||||||
[3] | TLLP can elect the interest rate to apply to the TLLP Revolving Credit Facility between a base rate plus the base rate margin, or a Eurodollar rate, for the applicable term, plus, the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the TLLP Revolving Credit Facility. TLLP incurs commitment fees for the unused portion of the TLLP Revolving Credit Facility at an annual rate. |
Debt_Credit_Facilities_Details
Debt, Credit Facilities (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Oct. 25, 2013 | 30-May-13 | Sep. 30, 2013 | Jan. 04, 2013 | Jan. 04, 2013 | Jan. 04, 2013 | 30-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | 22-May-13 | Jan. 04, 2013 | Dec. 31, 2012 | 30-May-13 | Jan. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||
Tesoro Corporation Revolving Credit Facility | Tesoro Corporation Revolving Credit Facility | Tesoro Corporation Revolving Credit Facility | Tesoro Corporation Revolving Credit Facility | 18 months provision | Two year provision | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | TLLP Revolving Credit Facility | Term Loan Credit Facility | Term Loan Credit Facility | Term Loan Credit Facility | Term Loan Credit Facility | Letter of Credit Facilities | ||||
agreements | ||||||||||||||||||||
Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total capacity | $5,635,000,000 | ' | ' | ' | $3,000,000,000 | [1] | $3,000,000,000 | ' | ' | ' | $575,000,000 | $575,000,000 | $575,000,000 | $500,000,000 | $300,000,000 | ' | ' | $498,000,000 | $498,000,000 | $1,562,000,000 |
Maximum available capacity | ' | ' | ' | ' | 4,000,000,000 | 4,000,000,000 | ' | ' | ' | ' | ' | ' | 650,000,000 | ' | ' | ' | ' | ' | ' | |
Required decrease in commitments | ' | ' | ' | ' | ' | ' | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Borrowings on Revolving Credit Facility | 2,068,000,000 | 185,000,000 | ' | 700,000,000 | ' | ' | ' | ' | 544,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Repayments on Revolving Credit Facility | 1,368,000,000 | 352,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revolving Credit Facility, weighted average interest rate | ' | ' | ' | ' | 2.57% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.51% | 2.51% | ' | |
Maturity date | ' | ' | ' | ' | 4-Jan-18 | [1] | ' | ' | ' | ' | ' | 31-Dec-17 | ' | ' | ' | ' | ' | ' | 30-May-16 | ' |
Borrowings on Term Loan Facility | 500,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | |
Term Loan Facility, maturity date, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'three years | ' | ' | ' | |
Term Loan Facility, periodic payment percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | |
Line of credit facility, collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The TLLP Revolving Credit Facility is non-recourse to Tesoro, except for TLGP, and is guaranteed by all of TLLP’s subsidiaries and secured by substantially all of TLLP’s assets. Borrowings are available under the TLLP Revolving Credit Facility up to the total loan availability of the facility. | ' | ' | ' | ' | ' | ' | 'The obligations under the Term Loan Facility are secured by all equity interests of Tesoro Refining & Marketing Company LLC and Tesoro Alaska Company, the Tesoro and USA Gasoline trademarks and those trademarks containing the name “ARCO†acquired in the Carson Acquisition and junior liens on certain assets. | ' | ' | |
Letters of credit, number of agreements (agreements) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | |
Letters of credit, amount outstanding | $1,754,000,000 | ' | ' | ' | $820,000,000 | [1] | ' | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | ' | $0 | $0 | $934,000,000 |
[1] | Borrowing base is the lesser of the amount of the periodically adjusted borrowing base or the agreement’s total capacity. |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Property Plant and Equipment, at cost | ' | ' | ' | ' | ' |
Property, plant and equipment, at cost | $8,953 | ' | $8,953 | ' | $7,206 |
Accumulated depreciation | -2,170 | ' | -2,170 | ' | -1,974 |
Net property, plant and equipment | 6,783 | ' | 6,783 | ' | 5,232 |
Capitalized interest | 3 | 5 | 12 | 13 | ' |
Refining | ' | ' | ' | ' | ' |
Property Plant and Equipment, at cost | ' | ' | ' | ' | ' |
Property, plant and equipment, at cost | 7,962 | ' | 7,962 | ' | 6,268 |
Retail | ' | ' | ' | ' | ' |
Property Plant and Equipment, at cost | ' | ' | ' | ' | ' |
Property, plant and equipment, at cost | 767 | ' | 767 | ' | 712 |
Corporate | ' | ' | ' | ' | ' |
Property Plant and Equipment, at cost | ' | ' | ' | ' | ' |
Property, plant and equipment, at cost | $224 | ' | $224 | ' | $226 |
Benefit_Plans_Details
Benefit Plans (Details) (USD $) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Millions, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Pension Benefits | Pension Benefits | Pension Benefits | Pension Benefits | Pension Benefits | Pension Benefits | Other Postretirement Benefits | Other Postretirement Benefits | Other Postretirement Benefits | Other Postretirement Benefits | Other Postretirement Benefits | Other Postretirement Benefits | ||
plans | plans | plans | |||||||||||
General Discussion of Pension Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of defined benefit plans sponsored (plans) | ' | 4 | ' | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Defined benefit plan, discount rate assumptions | ' | ' | ' | 4.65% | ' | ' | 4.06% | ' | ' | 3.01% | ' | ' | 2.82% |
Decrease in pension and postretirement obligations | $125 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Curtailment gain | ' | ' | ' | ' | ' | ' | ' | 17 | 0 | ' | 17 | 0 | ' |
Pension Contributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employer contributions to employee retirement plan | ' | ' | ' | ' | 36 | ' | ' | ' | ' | ' | ' | ' | ' |
Components of Net Periodic Benefit Expense and Other Postretirement Expense (Income): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service cost | ' | 13 | 7 | ' | 27 | 21 | ' | 0 | 2 | ' | 3 | 4 | ' |
Interest cost | ' | 9 | 7 | ' | 22 | 22 | ' | 1 | 1 | ' | 2 | 3 | ' |
Expected return on plan assets | ' | -6 | -6 | ' | -18 | -18 | ' | ' | ' | ' | ' | ' | ' |
Amortization of prior service cost | ' | 1 | 1 | ' | 1 | 1 | ' | -8 | -9 | ' | -27 | -28 | ' |
Recognized net actuarial loss | ' | 3 | 5 | ' | 16 | 16 | ' | 1 | 2 | ' | 6 | 8 | ' |
Curtailment gain | ' | ' | ' | ' | ' | ' | ' | 17 | 0 | ' | 17 | 0 | ' |
Net Periodic Benefit Expense (Income) | ' | $20 | $14 | ' | $48 | $42 | ' | ($23) | ($4) | ' | ($33) | ($13) | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies, Tax Matters (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Significant change in unrecognized tax benefits | 'We do not expect our unrecognized tax benefits to change significantly over the next twelve months. |
Commitments_and_Contingencies_3
Commitments and Contingencies Commitments and Contingencies, Rollforward (Details) (USD $) | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 19, 2013 | |
Tesoro Logistics LP | Tesoro Logistics LP | BP's Southern California Refining and Marketing Business | Northwest Products System | Northwest Products System | |||
Loss Contingencies | ' | ' | ' | ' | ' | ' | |
Balance at December 31, 2012 | $85 | [1] | $18 | $0 | ' | ' | ' |
Additions, net | 16 | ' | ' | ' | ' | ' | |
Environmental liabilities assumed with acquisitions | ' | ' | ' | 170 | 14 | 17 | |
Expenditures | -25 | ' | ' | ' | ' | ' | |
Balance at September 30, 2013 | $263 | [1] | $18 | $0 | ' | ' | ' |
[1] | Includes $18 million of TLLP environmental liabilities at September 30, 2013. There were no environmental liabilities recorded for TLLP at December 31, 2012. |
Commitments_and_Contingencies_4
Commitments and Contingencies, Environmental Liabilities (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2004 | Dec. 31, 2012 | ||
entities | |||||
Environmental Liabilities | ' | ' | ' | ||
Environmental liability accrual | $263 | [1] | ' | $85 | [1] |
Environmental insurance coverage ceiling | 190 | ' | ' | ||
Self-insurance deductible | 50 | ' | ' | ||
Number of previous owners (owners) | ' | 2 | ' | ||
Martinez refinery | ' | ' | ' | ||
Environmental Liabilities | ' | ' | ' | ||
Environmental liability accrual | 56 | ' | 54 | ||
Accrual for cost-share agreement | $47 | ' | ' | ||
Cost-share arrangement percentage responsible | 75.00% | ' | ' | ||
[1] | Includes $18 million of TLLP environmental liabilities at September 30, 2013. There were no environmental liabilities recorded for TLLP at December 31, 2012. |
Commitments_and_Contingencies_5
Commitments and Contingencies, Washington Refinery Fire (Details) (Washington Refinery Fire, USD $) | 1 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Oct. 31, 2010 | Apr. 30, 2010 | Sep. 30, 2013 |
employees | |||
Washington Refinery Fire | ' | ' | ' |
Loss Contingencies | ' | ' | ' |
Loss contingency, period of occurrence | ' | '4/1/2010 | ' |
Number of fatally injured employees in the refinery incident (employees) | ' | 7 | ' |
Fines and penalties assessed | $2.40 | ' | ' |
Business interruption insurance recoveries | ' | ' | $16 |
Commitments_and_Contingencies_6
Commitments and Contingencies, Legal (Details) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 29, 2010 | Sep. 30, 2013 | Dec. 31, 2008 |
CPUC | CPUC | MTBE Contaimination Litigation | TAPS Litigation | TAPS Litigation | TAPS Litigation | |
lawsuits | ||||||
Other Matters | ' | ' | ' | ' | ' | ' |
Other income recognized for legal matters | $54 | $54 | ' | ' | ' | $50 |
Remaining lawsuits (lawsuits) | ' | ' | 1 | ' | ' | ' |
Summary judgement awarded to Chevron | ' | ' | ' | 16 | ' | ' |
Reversal of previously established accrual | ' | ' | ' | ' | $16 | ' |
Commitments_and_Contingencies_7
Commitments and Contingencies Commitments and Contingencies, Contractual Commitments (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
agreements | |
Carson Refinery Operating Lease Commitments | ' |
Future lease payments, remainder of 2013 | $8,000,000 |
Future lease payments, 2014 | 17,000,000 |
Future lease payments, 2015 | 12,000,000 |
Future lease payments, 2016 | 9,000,000 |
Future lease payments, 2017 | 8,000,000 |
Future lease payments, after 2017 | 50,000,000 |
Purchase Obligations and Other Commitments | ' |
Minimum annual payments due under take-or-pay arrangements | 37,000,000 |
Crude oil commitments | ' |
Purchase Obligations and Other Commitments | ' |
Crude agreements (agreements) | 1 |
Term of commitments (years) | 'P1Y |
Price per barrel under commitments | 104 |
Minimum payments, remainder of 2013 | 572,000,000 |
Minimum payments, 2014 | $1,300,000,000 |
Stockholders_Equity_Changes_to
Stockholders' Equity, Changes to Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Total Equity | ' | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | $4,737 | ' | ' |
Net earnings | 109 | 280 | 451 | 735 | ' |
Other comprehensive income | 0 | 0 | 73 | 0 | ' |
Shares issued for equity-based compensation awards | ' | ' | 69 | ' | ' |
Amortization of equity settled awards | ' | ' | 28 | ' | ' |
Excess tax benefits from stock-based compensation arrangements, net | ' | ' | 10 | ' | ' |
Purchases of common stock | ' | ' | -341 | ' | ' |
Dividend payments | ' | ' | -88 | ' | ' |
Net proceeds from issuance of Tesoro Logistics LP common units | ' | ' | 392 | ' | ' |
Distributions to noncontrolling interest | ' | ' | -43 | ' | ' |
Other | ' | ' | 2 | ' | ' |
Balance at September 30, 2013 | 5,290 | ' | 5,290 | ' | 4,737 |
Shares issued for equity-based compensation plans (shares) | ' | ' | 2 | ' | 1.9 |
Tesoro Corporation Stockholders’ Equity | ' | ' | ' | ' | ' |
Total Equity | ' | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | 4,251 | ' | ' |
Net earnings | ' | ' | 419 | ' | ' |
Other comprehensive income | ' | ' | 73 | ' | ' |
Shares issued for equity-based compensation awards | ' | ' | 69 | ' | ' |
Amortization of equity settled awards | ' | ' | 26 | ' | ' |
Excess tax benefits from stock-based compensation arrangements, net | ' | ' | 10 | ' | ' |
Purchases of common stock | ' | ' | -341 | ' | ' |
Dividend payments | ' | ' | -88 | ' | ' |
Net proceeds from issuance of Tesoro Logistics LP common units | ' | ' | -6 | ' | ' |
Distributions to noncontrolling interest | ' | ' | 0 | ' | ' |
Other | ' | ' | 2 | ' | ' |
Balance at September 30, 2013 | 4,415 | ' | 4,415 | ' | ' |
Noncontrolling Interest | ' | ' | ' | ' | ' |
Total Equity | ' | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | 486 | ' | ' |
Net earnings | ' | ' | 32 | ' | ' |
Other comprehensive income | ' | ' | 0 | ' | ' |
Shares issued for equity-based compensation awards | ' | ' | 0 | ' | ' |
Amortization of equity settled awards | ' | ' | 2 | ' | ' |
Excess tax benefits from stock-based compensation arrangements, net | ' | ' | 0 | ' | ' |
Purchases of common stock | ' | ' | 0 | ' | ' |
Dividend payments | ' | ' | 0 | ' | ' |
Net proceeds from issuance of Tesoro Logistics LP common units | ' | ' | 398 | ' | ' |
Distributions to noncontrolling interest | ' | ' | -43 | ' | ' |
Other | ' | ' | 0 | ' | ' |
Balance at September 30, 2013 | $875 | ' | $875 | ' | ' |
Stockholders_Equity_Stockholde
Stockholders' Equity Stockholders' Equity, Share Repurchases and Dividends (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||
Share data in Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 06, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Dividend declared | Dividend declared | Share repurchase program | Anti-dilutive share repurchase program | |||||
Share repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | $500,000,000 | ' |
Number of shares purchased (shares) | ' | ' | ' | ' | ' | ' | 5.8 | 0.6 |
Share repurchases, value | ' | ' | $341,000,000 | ' | ' | ' | $300,000,000 | $36,000,000 |
Dividends payable, date declared | ' | ' | ' | ' | ' | 6-Nov-13 | ' | ' |
Dividends declared (dollars per share) | $0.25 | $0.12 | $0.65 | $0.12 | $0.25 | ' | ' | ' |
Dividends, date to be paid | ' | ' | ' | ' | ' | 13-Dec-13 | ' | ' |
Dividends, date of record | ' | ' | ' | ' | ' | 29-Nov-13 | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense (benefit) | ($13) | $72 | $34 | $93 |
Income tax benefit (expense) for stock-based compensation arrangements | -5 | 26 | 12 | 33 |
Tax benefit realized from exercise of stock-based compensation arrangements | 1 | 11 | 39 | 25 |
Stock appreciation rights | ' | ' | ' | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense (benefit) | -18 | 56 | 6 | 59 |
Performance share awards | ' | ' | ' | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense (benefit) | 0 | 6 | 10 | 10 |
Market stock units | ' | ' | ' | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense (benefit) | 5 | 4 | 13 | 10 |
Other stock-based awards | ' | ' | ' | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense (benefit) | $0 | $6 | $5 | $14 |
StockBased_Compensation_StockB
Stock-Based Compensation Stock-Based Compensation, Stock Appreciation Rights (Details) (Stock appreciation rights, USD $) | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Stock appreciation rights | ' | ' | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' | ' | ' |
Awards granted (shares) | 0 | ' | ' |
Cash paid to settle awards | $32 | $30 | ' |
Exercised (shares) | 1,400,000 | 1,700,000 | ' |
Accrued stock appreciation rights | $52 | ' | $79 |
StockBased_Compensation_StockB1
Stock-Based Compensation Stock-Based Compensation, Performance Share Awards and Market Stock Units (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Performance share awards | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' |
Award requisite service period (years) | '3 years |
Award vesting period (years) | '3 years |
Awards granted (shares) | 200,000 |
Weighted average grant date fair value (dollars per share) | $53.81 |
Performance share awards | Minimum | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' |
Vesting percentages of stock based compensation arrangements (percent) | 0.00% |
Performance share awards | Maximum | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' |
Vesting percentages of stock based compensation arrangements (percent) | 200.00% |
Market stock units | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' |
Award requisite service period (years) | '3 years |
Award vesting period (years) | '3 years |
Awards granted (shares) | 500,000 |
Weighted average grant date fair value (dollars per share) | $66.11 |
Market condition percentage (percent) | 50.00% |
Market stock units | Minimum | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' |
Vesting percentages of stock based compensation arrangements (percent) | 50.00% |
Market stock units | Maximum | ' |
Stock-Based Compensation Arrangement by Stock-based Payment Award | ' |
Vesting percentages of stock based compensation arrangements (percent) | 200.00% |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information Supplemental Cash Flow Information (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 01, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | ||
BP's Southern California Refining and Marketing Business | BP's Southern California Refining and Marketing Business | Northwest Products System | |||||
Supplemental Cash Flow Information | ' | ' | ' | ' | ' | ||
Interest paid, net of capitalized interest | $48 | $79 | ' | ' | ' | ||
Income taxes paid, net | 105 | 161 | ' | ' | ' | ||
Assets received for deposits paid in prior period (a) | 130 | [1] | 0 | [1] | ' | ' | ' |
Business Acquisition | ' | ' | ' | ' | ' | ||
Advance payments made for acquisition | 0 | 90 | 127 | 90 | 40 | ||
Noncash Investing and Financing Items | ' | ' | ' | ' | ' | ||
Capital expenditures included in accounts payable at end of period | $42 | $46 | ' | ' | ' | ||
[1] | Includes a $90 million deposit paid in connection with the Carson Acquisition and a $40 million deposit paid related to TLLP’s acquisition of Chevron’s Northwest Products System, both of which were paid during 2012. |
Operating_Segments_Details
Operating Segments (Details) | 9 Months Ended |
Sep. 30, 2013 | |
segments | |
Segment Reporting Information | ' |
Number of operating segments (segments) | 2 |
Foreign operations | 'We do not have significant operations in foreign countries. Therefore, revenue generated and long-lived assets located in foreign countries are not material to our operations. |
Refining | ' |
Segment Reporting Information | ' |
Number of refineries (refineries) | 6 |
Segment reporting description | 'We own and operate six petroleum refineries located in California, Washington, Alaska, North Dakota and Utah. These refineries manufacture gasoline and gasoline blendstocks, jet fuel, diesel fuel, residual fuel oil and other refined products. We sell these refined products, together with refined products purchased from third parties, at wholesale through terminal facilities and other locations. Our refining segment also sells refined products to unbranded marketers and opportunistically exports refined products to foreign markets. |
Retail | ' |
Segment Reporting Information | ' |
Number of states with retail sites (states) | 17 |
Segment reporting description | 'Our retail segment sells gasoline, diesel fuel and convenience store items through company-operated retail stations and branded jobber/dealers in 17 states. |
Operating_Segments_Results_Det
Operating Segments, Results (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2008 | Sep. 30, 2013 | ||||||||||||
Continuing Operations | Continuing Operations | Refining: | Refining: | Refining: | Refining: | Refining: | Refining: | Refined products | Refined products | Refined products | Refined products | Crude oil and other | Crude oil and other | Crude oil and other | Crude oil and other | Retail: | Retail: | Retail: | Retail: | Retail: | Retail: | Fuel (a) | Fuel (a) | Fuel (a) | Fuel (a) | Merchandise and other | Merchandise and other | Merchandise and other | Merchandise and other | Intersegment sales from Refining to Retail | Intersegment sales from Refining to Retail | Intersegment sales from Refining to Retail | Intersegment sales from Refining to Retail | Corporate | Corporate | Corporate | Corporate | Corporate | Corporate | CPUC | CPUC | TAPS Litigation | TAPS Litigation | Washington Refinery Fire | ||||||||||||||||||
Continuing Operations | Continuing Operations | Continuing Operations | Continuing Operations | Continuing Operations | Continuing Operations | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,674 | $7,633 | $25,564 | $21,424 | $374 | $169 | $1,450 | $456 | ' | ' | ' | ' | ' | ' | $3,362 | [1] | $1,644 | [1] | $7,087 | [1] | $4,357 | [1] | $70 | $57 | $177 | $157 | ($3,239) | ($1,559) | ($6,793) | ($4,110) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Total Revenues | 11,241 | 7,944 | 27,485 | 22,284 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
OPERATING INCOME (LOSS) | 146 | 483 | 703 | 1,283 | ' | ' | ' | 141 | [2] | 583 | [2] | 819 | [2] | 1,406 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56 | 18 | 96 | 85 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Reconciliation of Operating Income from Segments to Consolidated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Total Segment Operating Income | 197 | 601 | 915 | 1,491 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Corporate and unallocated costs (c) | -51 | [3] | -118 | [3] | -212 | [3] | -208 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Segment Reporting Information, Income before Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Interest and financing costs, net | -47 | -66 | -110 | -136 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Interest income | 0 | 1 | 1 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Equity in earnings of equity method investment | 9 | 0 | 12 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Other income (expense), net (d) | 13 | [4] | -3 | [4] | 65 | [4] | -22 | [4] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
EARNINGS BEFORE INCOME TAXES | 121 | 415 | 671 | 1,127 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Depreciation and Amortization Expense | 140 | 109 | 356 | 307 | ' | ' | ' | 125 | 91 | 314 | 263 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | 9 | 26 | 27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | 9 | 16 | 17 | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Capital Expenditures | 123 | 128 | 412 | 368 | ' | ' | ' | 111 | 111 | 376 | 314 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | 14 | 26 | 45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 3 | 10 | 9 | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Identifiable Assets Related to Continuing Operations | 14,116 | ' | 14,116 | ' | 10,702 | 14,116 | 10,347 | ' | ' | ' | ' | 11,601 | 8,010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 848 | 716 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,667 | 1,621 | ' | ' | ' | ' | ' | ||||||||||||
Table Footnotes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Federal and state motor fuel taxes on sales by our retail segment | 151 | 134 | 423 | 333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Business interruption insurance recoveries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16 | ||||||||||||
Stock-based compensation expense (benefit) | -13 | 72 | 34 | 93 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -13 | 68 | 31 | 87 | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Transaction and integration costs | 14 | ' | 47 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Other income recognized for legal matters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54 | 54 | ' | 50 | ' | ||||||||||||
Reversal of previously established accrual | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16 | ' | ' | ||||||||||||
[1] | Federal and state motor fuel taxes on sales by our retail segment are included in both revenues and cost of sales in our condensed statements of consolidated operations. These taxes totaled $151 million and $134 million for the three months ended September 30, 2013 and 2012, respectively, and $423 million and $333 million for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Includes $16 million in business interruption insurance recoveries for the three and nine months ended September 30, 2013. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Includes stock-based compensation benefit of $13 million and expense of $68 million for the three months ended September 30, 2013 and 2012, respectively, and expense of $31 million and $87 million for the nine months ended September 30, 2013 and 2012, respectively. The significant impact to stock-based compensation expense during the three and nine months ended September 30, 2013 compared to the prior periods is primarily a result of changes in Tesoro’s stock price. Also includes transaction and integration costs related to the Carson Acquisition and TLLP’s purchase of the Northwest Products System of $14 million and $47 million for the three and nine months ended September 30, 2013, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Includes $54 million in refunds from a settlement of a rate proceeding from the CPUC for the nine months ended September 30, 2013 and the release of a $16 million legal reserve as a result of the favorable settlement of litigation for the three and nine months ended September 30, 2013. Also includes accruals related to certain legal matters partially offset by receipts associated with the settlement of a pipeline rate proceeding for the nine months ended September 30, 2012. |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Information, Narrative (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Guarantor Information | ' |
Percentage ownership of Tesoro Logistics LP | 40.00% |
Percentage ownership of subsidiary guarantors | 100.00% |
4.250% Senior Notes Due 2017 | ' |
Guarantor Information | ' |
Debt instrument interest rate | 4.25% |
9.750% Senior Notes Due 2019 | ' |
Guarantor Information | ' |
Debt instrument interest rate | 9.75% |
5.375% Senior Notes Due 2022 | ' |
Guarantor Information | ' |
Debt instrument interest rate | 5.38% |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Information, Statement of Operations and Comprehensive Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Condensed Financial Statements, captions | ' | ' | ' | ' | ||||
REVENUES | $11,241 | $7,944 | $27,485 | $22,284 | ||||
COSTS AND EXPENSES: | ' | ' | ' | ' | ||||
Cost of sales | 10,355 | 6,848 | 24,827 | 19,419 | ||||
Operating, selling, general and administrative expenses | 596 | 501 | 1,580 | 1,260 | ||||
Depreciation and amortization expense | 140 | 109 | 356 | 307 | ||||
Loss on asset disposals and impairments | 4 | 3 | 19 | 15 | ||||
OPERATING INCOME (LOSS) | 146 | 483 | 703 | 1,283 | ||||
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | ||||
Interest and financing costs, net | -47 | -66 | -110 | -136 | ||||
Interest income | 0 | 1 | 1 | 2 | ||||
Equity in earnings of equity method investment | 9 | 0 | 12 | 0 | ||||
Other income (expense), net | 13 | [1] | -3 | [1] | 65 | [1] | -22 | [1] |
EARNINGS BEFORE INCOME TAXES | 121 | 415 | 671 | 1,127 | ||||
Income tax expense (benefit) (a) | 47 | [2] | 149 | [2] | 243 | [2] | 416 | [2] |
NET EARNINGS FROM CONTINUING OPERATIONS | 74 | 266 | 428 | 711 | ||||
Earnings from discontinued operations, net of tax | 35 | 14 | 23 | 24 | ||||
NET EARNINGS | 109 | 280 | 451 | 735 | ||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | 10 | 7 | 32 | 19 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | 99 | 273 | 419 | 716 | ||||
COMPREHENSIVE INCOME | ' | ' | ' | ' | ||||
Total comprehensive income | 109 | 280 | 524 | 735 | ||||
Less: Noncontrolling interest in comprehensive income | 10 | 7 | 32 | 19 | ||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | 99 | 273 | 492 | 716 | ||||
Parent | ' | ' | ' | ' | ||||
Condensed Financial Statements, captions | ' | ' | ' | ' | ||||
REVENUES | 0 | 0 | 0 | 0 | ||||
COSTS AND EXPENSES: | ' | ' | ' | ' | ||||
Cost of sales | 0 | 0 | 0 | 0 | ||||
Operating, selling, general and administrative expenses | 1 | 5 | 8 | 10 | ||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | ||||
Loss on asset disposals and impairments | 0 | 0 | 0 | 0 | ||||
OPERATING INCOME (LOSS) | -1 | -5 | -8 | -10 | ||||
Equity in earnings of subsidiaries | 56 | 278 | 386 | 728 | ||||
Interest and financing costs, net | -7 | -1 | -13 | -3 | ||||
Interest income | 0 | 0 | 0 | 0 | ||||
Equity in earnings of equity method investment | 0 | ' | 0 | ' | ||||
Other income (expense), net | 0 | 0 | 0 | 0 | ||||
EARNINGS BEFORE INCOME TAXES | 48 | 272 | 365 | 715 | ||||
Income tax expense (benefit) (a) | -2 | [2] | -1 | [2] | -5 | [2] | -1 | [2] |
NET EARNINGS FROM CONTINUING OPERATIONS | 50 | 273 | 370 | 716 | ||||
Earnings from discontinued operations, net of tax | 49 | 0 | 49 | 0 | ||||
NET EARNINGS | 99 | 273 | 419 | 716 | ||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | 99 | 273 | 419 | 716 | ||||
COMPREHENSIVE INCOME | ' | ' | ' | ' | ||||
Total comprehensive income | 99 | 273 | 492 | 716 | ||||
Less: Noncontrolling interest in comprehensive income | 0 | 0 | 0 | 0 | ||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | 99 | 273 | 492 | 716 | ||||
Guarantor Subsidiaries | ' | ' | ' | ' | ||||
Condensed Financial Statements, captions | ' | ' | ' | ' | ||||
REVENUES | 13,258 | 10,110 | 32,847 | 27,926 | ||||
COSTS AND EXPENSES: | ' | ' | ' | ' | ||||
Cost of sales | 12,461 | 9,044 | 30,401 | 25,164 | ||||
Operating, selling, general and administrative expenses | 544 | 470 | 1,460 | 1,187 | ||||
Depreciation and amortization expense | 126 | 105 | 329 | 296 | ||||
Loss on asset disposals and impairments | 4 | 3 | 16 | 14 | ||||
OPERATING INCOME (LOSS) | 123 | 488 | 641 | 1,265 | ||||
Equity in earnings of subsidiaries | 25 | -1 | 31 | -1 | ||||
Interest and financing costs, net | -34 | -64 | -85 | -128 | ||||
Interest income | 0 | 1 | 1 | 2 | ||||
Equity in earnings of equity method investment | 9 | ' | 12 | ' | ||||
Other income (expense), net | 13 | -3 | 65 | -22 | ||||
EARNINGS BEFORE INCOME TAXES | 136 | 421 | 665 | 1,116 | ||||
Income tax expense (benefit) (a) | 50 | [2] | 158 | [2] | 246 | [2] | 425 | [2] |
NET EARNINGS FROM CONTINUING OPERATIONS | 86 | 263 | 419 | 691 | ||||
Earnings from discontinued operations, net of tax | -14 | 14 | -26 | 24 | ||||
NET EARNINGS | 72 | 277 | 393 | 715 | ||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | 72 | 277 | 393 | 715 | ||||
COMPREHENSIVE INCOME | ' | ' | ' | ' | ||||
Total comprehensive income | 72 | 277 | 393 | 715 | ||||
Less: Noncontrolling interest in comprehensive income | 0 | 0 | 0 | 0 | ||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | 72 | 277 | 393 | 715 | ||||
Non- Guarantors | ' | ' | ' | ' | ||||
Condensed Financial Statements, captions | ' | ' | ' | ' | ||||
REVENUES | 1,514 | 654 | 3,417 | 1,892 | ||||
COSTS AND EXPENSES: | ' | ' | ' | ' | ||||
Cost of sales | 1,424 | 624 | 3,204 | 1,789 | ||||
Operating, selling, general and administrative expenses | 52 | 26 | 113 | 63 | ||||
Depreciation and amortization expense | 14 | 4 | 27 | 11 | ||||
Loss on asset disposals and impairments | 0 | 0 | 3 | 1 | ||||
OPERATING INCOME (LOSS) | 24 | 0 | 70 | 28 | ||||
Equity in earnings of subsidiaries | 46 | 27 | 136 | 68 | ||||
Interest and financing costs, net | -12 | -2 | -24 | -8 | ||||
Interest income | 6 | 1 | 12 | 3 | ||||
Equity in earnings of equity method investment | 0 | ' | 0 | ' | ||||
Other income (expense), net | 0 | 0 | 0 | 0 | ||||
EARNINGS BEFORE INCOME TAXES | 64 | 26 | 194 | 91 | ||||
Income tax expense (benefit) (a) | -1 | [2] | -8 | [2] | 2 | [2] | -8 | [2] |
NET EARNINGS FROM CONTINUING OPERATIONS | 65 | 34 | 192 | 99 | ||||
Earnings from discontinued operations, net of tax | 0 | 0 | 0 | 0 | ||||
NET EARNINGS | 65 | 34 | 192 | 99 | ||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | 10 | 7 | 32 | 19 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | 55 | 27 | 160 | 80 | ||||
COMPREHENSIVE INCOME | ' | ' | ' | ' | ||||
Total comprehensive income | 65 | 34 | 192 | 99 | ||||
Less: Noncontrolling interest in comprehensive income | 10 | 7 | 32 | 19 | ||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | 55 | 27 | 160 | 80 | ||||
Eliminations | ' | ' | ' | ' | ||||
Condensed Financial Statements, captions | ' | ' | ' | ' | ||||
REVENUES | -3,531 | -2,820 | -8,779 | -7,534 | ||||
COSTS AND EXPENSES: | ' | ' | ' | ' | ||||
Cost of sales | -3,530 | -2,820 | -8,778 | -7,534 | ||||
Operating, selling, general and administrative expenses | -1 | 0 | -1 | 0 | ||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | ||||
Loss on asset disposals and impairments | 0 | 0 | 0 | 0 | ||||
OPERATING INCOME (LOSS) | 0 | 0 | 0 | 0 | ||||
Equity in earnings of subsidiaries | -127 | -304 | -553 | -795 | ||||
Interest and financing costs, net | 6 | 1 | 12 | 3 | ||||
Interest income | -6 | -1 | -12 | -3 | ||||
Equity in earnings of equity method investment | 0 | ' | 0 | ' | ||||
Other income (expense), net | 0 | 0 | 0 | 0 | ||||
EARNINGS BEFORE INCOME TAXES | -127 | -304 | -553 | -795 | ||||
Income tax expense (benefit) (a) | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] |
NET EARNINGS FROM CONTINUING OPERATIONS | -127 | -304 | -553 | -795 | ||||
Earnings from discontinued operations, net of tax | 0 | 0 | 0 | 0 | ||||
NET EARNINGS | -127 | -304 | -553 | -795 | ||||
Less: Net earnings from continuing operations attributable to noncontrolling interest | 0 | 0 | 0 | 0 | ||||
NET EARNINGS ATTRIBUTABLE TO TESORO CORPORATION | -127 | -304 | -553 | -795 | ||||
COMPREHENSIVE INCOME | ' | ' | ' | ' | ||||
Total comprehensive income | -127 | -304 | -553 | -795 | ||||
Less: Noncontrolling interest in comprehensive income | 0 | 0 | 0 | 0 | ||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO TESORO CORPORATION | ($127) | ($304) | ($553) | ($795) | ||||
[1] | Includes $54 million in refunds from a settlement of a rate proceeding from the CPUC for the nine months ended September 30, 2013 and the release of a $16 million legal reserve as a result of the favorable settlement of litigation for the three and nine months ended September 30, 2013. Also includes accruals related to certain legal matters partially offset by receipts associated with the settlement of a pipeline rate proceeding for the nine months ended September 30, 2012. | |||||||
[2] | The income tax expense (benefit) reflected in each column does not include any tax effect of the equity in earnings from corporate subsidiaries, but does include the tax effect of the corporate partners’ share of partnership income. |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Information, Balance Sheet (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | ||||
Current Assets: | ' | ' | ' | ' |
Cash and cash equivalents | $1,492 | $1,639 | $1,367 | $900 |
Receivables, less allowance for doubtful accounts | 1,791 | 1,126 | ' | ' |
Short-term receivables from affiliates | 0 | 0 | ' | ' |
Inventories | 2,635 | 1,338 | ' | ' |
Prepayments | 130 | 54 | ' | ' |
Other current assets | 171 | 142 | ' | ' |
Current assets related to discontinued operations | 0 | 337 | ' | ' |
Total Current Assets | 6,219 | 4,636 | ' | ' |
Net Property, Plant and Equipment | 6,783 | 5,232 | ' | ' |
Investment in Subsidiaries | 0 | 0 | ' | ' |
Long-Term Receivables from Affiliates | 0 | 0 | ' | ' |
Other Noncurrent Assets, Net: | ' | ' | ' | ' |
Acquired intangibles, net | 261 | 214 | ' | ' |
Other noncurrent assets, net | 853 | 602 | ' | ' |
Noncurrent assets related to discontinued operations | 0 | 18 | ' | ' |
Total Other Noncurrent Assets, Net | 1,114 | 834 | ' | ' |
Total Assets | 14,116 | 10,702 | ' | ' |
Current Liabilities: | ' | ' | ' | ' |
Accounts payable | 2,853 | 2,196 | ' | ' |
Other current liabilities | 920 | 625 | ' | ' |
Short-term payables to affiliates | 0 | 0 | ' | ' |
Current liabilities related to discontinued operations | 0 | 60 | ' | ' |
Total Current Liabilities | 3,773 | 2,881 | ' | ' |
Long-Term Payables to Affiliates | 0 | 0 | ' | ' |
Deferred Income Taxes | 1,048 | 850 | ' | ' |
Other Noncurrent Liabilities | 641 | 644 | ' | ' |
Debt | 3,364 | 1,585 | ' | ' |
Noncurrent liabilities related to discontinued operations | 0 | 5 | ' | ' |
Equity-Tesoro Corporation | 4,415 | 4,251 | ' | ' |
Equity-Noncontrolling Interest | 875 | 486 | ' | ' |
Total Liabilities and Equity (Deficit) | 14,116 | 10,702 | ' | ' |
Parent | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, less allowance for doubtful accounts | 6 | 1 | ' | ' |
Short-term receivables from affiliates | 0 | 0 | ' | ' |
Inventories | 0 | 0 | ' | ' |
Prepayments | 93 | 17 | ' | ' |
Other current assets | 44 | 114 | ' | ' |
Current assets related to discontinued operations | ' | 0 | ' | ' |
Total Current Assets | 143 | 132 | ' | ' |
Net Property, Plant and Equipment | 0 | 0 | ' | ' |
Investment in Subsidiaries | 5,247 | 5,041 | ' | ' |
Long-Term Receivables from Affiliates | 3,745 | 1,846 | ' | ' |
Other Noncurrent Assets, Net: | ' | ' | ' | ' |
Acquired intangibles, net | 0 | 0 | ' | ' |
Other noncurrent assets, net | 61 | 47 | ' | ' |
Noncurrent assets related to discontinued operations | ' | 0 | ' | ' |
Total Other Noncurrent Assets, Net | 61 | 47 | ' | ' |
Total Assets | 9,196 | 7,066 | ' | ' |
Current Liabilities: | ' | ' | ' | ' |
Accounts payable | 6 | 1 | ' | ' |
Other current liabilities | 124 | 163 | ' | ' |
Short-term payables to affiliates | 0 | 0 | ' | ' |
Current liabilities related to discontinued operations | ' | 0 | ' | ' |
Total Current Liabilities | 130 | 164 | ' | ' |
Long-Term Payables to Affiliates | 0 | 0 | ' | ' |
Deferred Income Taxes | 1,048 | 850 | ' | ' |
Other Noncurrent Liabilities | 310 | 475 | ' | ' |
Debt | 3,293 | 1,326 | ' | ' |
Noncurrent liabilities related to discontinued operations | ' | 0 | ' | ' |
Equity-Tesoro Corporation | 4,415 | 4,251 | ' | ' |
Equity-Noncontrolling Interest | 0 | 0 | ' | ' |
Total Liabilities and Equity (Deficit) | 9,196 | 7,066 | ' | ' |
Guarantor Subsidiaries | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash and cash equivalents | 1,361 | 1,244 | 1,066 | 805 |
Receivables, less allowance for doubtful accounts | 1,425 | 1,038 | ' | ' |
Short-term receivables from affiliates | 0 | 0 | ' | ' |
Inventories | 2,304 | 1,091 | ' | ' |
Prepayments | 37 | 36 | ' | ' |
Other current assets | 121 | 25 | ' | ' |
Current assets related to discontinued operations | ' | 337 | ' | ' |
Total Current Assets | 5,248 | 3,771 | ' | ' |
Net Property, Plant and Equipment | 5,640 | 4,873 | ' | ' |
Investment in Subsidiaries | 107 | -200 | ' | ' |
Long-Term Receivables from Affiliates | 0 | 0 | ' | ' |
Other Noncurrent Assets, Net: | ' | ' | ' | ' |
Acquired intangibles, net | 261 | 214 | ' | ' |
Other noncurrent assets, net | 758 | 505 | ' | ' |
Noncurrent assets related to discontinued operations | ' | 18 | ' | ' |
Total Other Noncurrent Assets, Net | 1,019 | 737 | ' | ' |
Total Assets | 12,014 | 9,181 | ' | ' |
Current Liabilities: | ' | ' | ' | ' |
Accounts payable | 2,442 | 2,029 | ' | ' |
Other current liabilities | 750 | 444 | ' | ' |
Short-term payables to affiliates | 21 | 47 | ' | ' |
Current liabilities related to discontinued operations | ' | 60 | ' | ' |
Total Current Liabilities | 3,213 | 2,580 | ' | ' |
Long-Term Payables to Affiliates | 3,453 | 1,667 | ' | ' |
Deferred Income Taxes | 0 | 0 | ' | ' |
Other Noncurrent Liabilities | 325 | 169 | ' | ' |
Debt | 46 | 15 | ' | ' |
Noncurrent liabilities related to discontinued operations | ' | 5 | ' | ' |
Equity-Tesoro Corporation | 4,977 | 4,745 | ' | ' |
Equity-Noncontrolling Interest | 0 | 0 | ' | ' |
Total Liabilities and Equity (Deficit) | 12,014 | 9,181 | ' | ' |
Non- Guarantors | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash and cash equivalents | 131 | 395 | 301 | 95 |
Receivables, less allowance for doubtful accounts | 360 | 87 | ' | ' |
Short-term receivables from affiliates | 21 | 47 | ' | ' |
Inventories | 331 | 247 | ' | ' |
Prepayments | 3 | 1 | ' | ' |
Other current assets | 6 | 3 | ' | ' |
Current assets related to discontinued operations | ' | 0 | ' | ' |
Total Current Assets | 852 | 780 | ' | ' |
Net Property, Plant and Equipment | 1,143 | 359 | ' | ' |
Investment in Subsidiaries | 1,448 | 159 | ' | ' |
Long-Term Receivables from Affiliates | 0 | 0 | ' | ' |
Other Noncurrent Assets, Net: | ' | ' | ' | ' |
Acquired intangibles, net | 0 | 0 | ' | ' |
Other noncurrent assets, net | 918 | 160 | ' | ' |
Noncurrent assets related to discontinued operations | ' | 0 | ' | ' |
Total Other Noncurrent Assets, Net | 918 | 160 | ' | ' |
Total Assets | 4,361 | 1,458 | ' | ' |
Current Liabilities: | ' | ' | ' | ' |
Accounts payable | 405 | 166 | ' | ' |
Other current liabilities | 49 | 18 | ' | ' |
Short-term payables to affiliates | 0 | 0 | ' | ' |
Current liabilities related to discontinued operations | ' | 0 | ' | ' |
Total Current Liabilities | 454 | 184 | ' | ' |
Long-Term Payables to Affiliates | 292 | 179 | ' | ' |
Deferred Income Taxes | 0 | 0 | ' | ' |
Other Noncurrent Liabilities | 6 | 0 | ' | ' |
Debt | 909 | 354 | ' | ' |
Noncurrent liabilities related to discontinued operations | ' | 0 | ' | ' |
Equity-Tesoro Corporation | 1,825 | 255 | ' | ' |
Equity-Noncontrolling Interest | 875 | 486 | ' | ' |
Total Liabilities and Equity (Deficit) | 4,361 | 1,458 | ' | ' |
Eliminations | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, less allowance for doubtful accounts | 0 | 0 | ' | ' |
Short-term receivables from affiliates | -21 | -47 | ' | ' |
Inventories | 0 | 0 | ' | ' |
Prepayments | -3 | 0 | ' | ' |
Other current assets | 0 | 0 | ' | ' |
Current assets related to discontinued operations | ' | 0 | ' | ' |
Total Current Assets | -24 | -47 | ' | ' |
Net Property, Plant and Equipment | 0 | 0 | ' | ' |
Investment in Subsidiaries | -6,802 | -5,000 | ' | ' |
Long-Term Receivables from Affiliates | -3,745 | -1,846 | ' | ' |
Other Noncurrent Assets, Net: | ' | ' | ' | ' |
Acquired intangibles, net | 0 | 0 | ' | ' |
Other noncurrent assets, net | -884 | -110 | ' | ' |
Noncurrent assets related to discontinued operations | ' | 0 | ' | ' |
Total Other Noncurrent Assets, Net | -884 | -110 | ' | ' |
Total Assets | -11,455 | -7,003 | ' | ' |
Current Liabilities: | ' | ' | ' | ' |
Accounts payable | 0 | 0 | ' | ' |
Other current liabilities | -3 | 0 | ' | ' |
Short-term payables to affiliates | -21 | -47 | ' | ' |
Current liabilities related to discontinued operations | ' | 0 | ' | ' |
Total Current Liabilities | -24 | -47 | ' | ' |
Long-Term Payables to Affiliates | -3,745 | -1,846 | ' | ' |
Deferred Income Taxes | 0 | 0 | ' | ' |
Other Noncurrent Liabilities | 0 | 0 | ' | ' |
Debt | -884 | -110 | ' | ' |
Noncurrent liabilities related to discontinued operations | ' | 0 | ' | ' |
Equity-Tesoro Corporation | -6,802 | -5,000 | ' | ' |
Equity-Noncontrolling Interest | 0 | 0 | ' | ' |
Total Liabilities and Equity (Deficit) | ($11,455) | ($7,003) | ' | ' |
Condensed_Consolidating_Financ5
Condensed Consolidating Financial Information, Cash Flows (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ' | ' |
Net cash from (used in) operating activities | $670 | $1,175 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -447 | -382 |
Carson Acquisition | -2,300 | 0 |
Proceeds from sale of Hawaii Business | 539 | 0 |
Proceeds from asset sales | 2 | 3 |
Investment in joint venture | -2 | 0 |
Other acquisitions | -315 | -39 |
Advance payments made for acquisition | 0 | -90 |
Intercompany notes, net | 0 | 0 |
Net cash used in investing activities | -2,523 | -508 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ' | ' |
Proceeds from debt offering | 550 | 1,275 |
Borrowings under revolving credit agreements | 2,068 | 185 |
Borrowings under term loan credit agreement | 500 | 0 |
Repayments on revolving credit agreements | -1,368 | -352 |
Repayments of debt | -6 | -1,224 |
Dividend payments | -88 | -17 |
Proceeds from stock options exercised | 69 | 23 |
Distributions to noncontrolling interest | -43 | -17 |
Purchases of common stock | -346 | -31 |
Net proceeds from issuance of Tesoro Logistics LP common units | 392 | 0 |
Excess tax benefits from stock-based compensation arrangements | 11 | 7 |
Net intercompany borrowings (repayments) | 0 | 0 |
Borrowings from general partner | 0 | 0 |
Distributions to TLLP unitholders and general partner | 0 | 0 |
Payments of debt issuance costs | -9 | -22 |
Financing costs and other | -24 | -27 |
Net cash from (used in) financing activities | 1,706 | -200 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -147 | 467 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,639 | 900 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,492 | 1,367 |
Parent | ' | ' |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ' | ' |
Net cash from (used in) operating activities | -17 | 7 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ' | ' |
Capital expenditures | 0 | 0 |
Carson Acquisition | 0 | ' |
Proceeds from sale of Hawaii Business | 539 | ' |
Proceeds from asset sales | 0 | 0 |
Investment in joint venture | 0 | ' |
Other acquisitions | 0 | 0 |
Advance payments made for acquisition | ' | 0 |
Intercompany notes, net | -2,117 | 288 |
Net cash used in investing activities | -1,578 | 288 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ' | ' |
Proceeds from debt offering | 0 | 925 |
Borrowings under revolving credit agreements | 1,524 | 0 |
Borrowings under term loan credit agreement | 500 | ' |
Repayments on revolving credit agreements | -824 | 0 |
Repayments of debt | -3 | -1,222 |
Dividend payments | -88 | -17 |
Proceeds from stock options exercised | 69 | 23 |
Distributions to noncontrolling interest | 0 | 0 |
Purchases of common stock | -346 | -31 |
Net proceeds from issuance of Tesoro Logistics LP common units | 0 | ' |
Excess tax benefits from stock-based compensation arrangements | 0 | 0 |
Net intercompany borrowings (repayments) | 0 | 0 |
Borrowings from general partner | 774 | 60 |
Distributions to TLLP unitholders and general partner | 10 | 8 |
Payments of debt issuance costs | 0 | -15 |
Financing costs and other | -21 | -26 |
Net cash from (used in) financing activities | 1,595 | -295 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
Guarantor Subsidiaries | ' | ' |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ' | ' |
Net cash from (used in) operating activities | 702 | 1,056 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -397 | -361 |
Carson Acquisition | -1,901 | ' |
Proceeds from sale of Hawaii Business | 0 | ' |
Proceeds from asset sales | 0 | 3 |
Investment in joint venture | -2 | ' |
Other acquisitions | 0 | -39 |
Advance payments made for acquisition | ' | -90 |
Intercompany notes, net | 0 | 0 |
Net cash used in investing activities | -2,300 | -487 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ' | ' |
Proceeds from debt offering | 0 | 0 |
Borrowings under revolving credit agreements | 0 | 0 |
Borrowings under term loan credit agreement | 0 | ' |
Repayments on revolving credit agreements | 0 | 0 |
Repayments of debt | -3 | -2 |
Dividend payments | 0 | 0 |
Proceeds from stock options exercised | 0 | 0 |
Distributions to noncontrolling interest | 0 | 0 |
Purchases of common stock | 0 | 0 |
Net proceeds from issuance of Tesoro Logistics LP common units | 0 | ' |
Excess tax benefits from stock-based compensation arrangements | 11 | 7 |
Net intercompany borrowings (repayments) | 1,695 | -323 |
Borrowings from general partner | 0 | 0 |
Distributions to TLLP unitholders and general partner | 12 | 10 |
Payments of debt issuance costs | 0 | 0 |
Financing costs and other | 0 | 0 |
Net cash from (used in) financing activities | 1,715 | -308 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 117 | 261 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,244 | 805 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 1,361 | 1,066 |
Non- Guarantors | ' | ' |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ' | ' |
Net cash from (used in) operating activities | -15 | 112 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -50 | -21 |
Carson Acquisition | -399 | ' |
Proceeds from sale of Hawaii Business | 0 | ' |
Proceeds from asset sales | 2 | 0 |
Investment in joint venture | 0 | ' |
Other acquisitions | -315 | 0 |
Advance payments made for acquisition | ' | 0 |
Intercompany notes, net | 0 | 0 |
Net cash used in investing activities | -762 | -21 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ' | ' |
Proceeds from debt offering | 550 | 350 |
Borrowings under revolving credit agreements | 544 | 185 |
Borrowings under term loan credit agreement | 0 | ' |
Repayments on revolving credit agreements | -544 | -352 |
Repayments of debt | 0 | 0 |
Dividend payments | 0 | 0 |
Proceeds from stock options exercised | 0 | 0 |
Distributions to noncontrolling interest | -43 | -17 |
Purchases of common stock | 0 | 0 |
Net proceeds from issuance of Tesoro Logistics LP common units | 392 | ' |
Excess tax benefits from stock-based compensation arrangements | 0 | 0 |
Net intercompany borrowings (repayments) | 422 | 35 |
Borrowings from general partner | -774 | -60 |
Distributions to TLLP unitholders and general partner | -22 | -18 |
Payments of debt issuance costs | -9 | -7 |
Financing costs and other | -3 | -1 |
Net cash from (used in) financing activities | 513 | 115 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -264 | 206 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 395 | 95 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 131 | 301 |
Eliminations | ' | ' |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | ' | ' |
Net cash from (used in) operating activities | 0 | 0 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | ' | ' |
Capital expenditures | 0 | 0 |
Carson Acquisition | 0 | ' |
Proceeds from sale of Hawaii Business | 0 | ' |
Proceeds from asset sales | 0 | 0 |
Investment in joint venture | 0 | ' |
Other acquisitions | 0 | 0 |
Advance payments made for acquisition | ' | 0 |
Intercompany notes, net | 2,117 | -288 |
Net cash used in investing activities | 2,117 | -288 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | ' | ' |
Proceeds from debt offering | 0 | 0 |
Borrowings under revolving credit agreements | 0 | 0 |
Borrowings under term loan credit agreement | 0 | ' |
Repayments on revolving credit agreements | 0 | 0 |
Repayments of debt | 0 | 0 |
Dividend payments | 0 | 0 |
Proceeds from stock options exercised | 0 | 0 |
Distributions to noncontrolling interest | 0 | 0 |
Purchases of common stock | 0 | 0 |
Net proceeds from issuance of Tesoro Logistics LP common units | 0 | ' |
Excess tax benefits from stock-based compensation arrangements | 0 | 0 |
Net intercompany borrowings (repayments) | -2,117 | 288 |
Borrowings from general partner | 0 | 0 |
Distributions to TLLP unitholders and general partner | 0 | 0 |
Payments of debt issuance costs | 0 | 0 |
Financing costs and other | 0 | 0 |
Net cash from (used in) financing activities | -2,117 | 288 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $0 | $0 |