Derivative Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Fair Value Measurements

(9) Derivative Financial Instruments and Fair Value Measurements

Our segments are subject to price fluctuations caused by supply conditions, weather, economic conditions, interest rate fluctuations, and other factors. To manage price risk on crude oil and other inventories and to fix margins on certain future production, the Petroleum Segment from time to time enters into various commodity derivative transactions. On a regular basis, the Company enters into commodity contracts with counterparties for the purchases or sale of crude oil, blendstocks, various finished products, and renewable identification numbers (“RINs”). The contracts usually qualify for the normal purchase normal sale exception and follow the accrual method of accounting. All other derivative instruments are recorded at fair value using mark-to-market accounting on a periodic basis utilizing third party pricing.

The Petroleum Segment holds derivative instruments, such as exchange-traded crude oil futures and certain over-the-counter forward swap agreements, which it believes provide an economic hedge on future transactions, but such instruments are not designated as hedges under GAAP. There are no premiums paid or received at inception of the derivative contracts or upon settlement. The Petroleum Segment may enter into forward purchase or sale contracts associated with RINs. As of September 30, 2019, the Petroleum Segment had open fixed-price commitments to purchase 38 million RINs.

Commodity derivatives include commodity swaps and forward purchase and sale commitments. There were no outstanding commodity swap positions as of September 30, 2019. There were approximately 5 million forward purchase commitments and 1 million forward sale commitments as of September 30, 2019.

The following outlines the gains (losses) recognized on the Company’s derivative activities, all of which are recorded in Cost of materials and other on the condensed consolidated statements of operations:



Gain (Loss) on Derivatives
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2019		2018		2019		2018
Forward purchases and sales, net	$	17	$	4	$	37	$	33
Swaps	—		—		—		43
Futures	1		1		1		(1		)
Total gain on derivatives, net	$	18	$	5	$	38	$	75

The following outlines our open commodity derivative instruments, which are classified as Prepaid expenses and other current assets and Other current liabilities on the condensed consolidated balance sheets:



Open Commodity Derivative Instruments
(in millions of barrels)	September 30, 2019	December 31, 2018
Forward Contracts:
Canadian crude oil	6	2

Offsetting Assets and Liabilities

The Company elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty. These amounts are recognized as current assets and current liabilities within the Prepaid expenses and other current assets and Other current liabilities financial statement line items, respectively, in the condensed consolidated balance sheets as follows:



	Derivative Assets						Derivative Liabilities
(in millions)	September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Commodity Derivatives	$	17		$	8		$	1		$	1
Less: Counterparty Netting	(1		)	(1		)	(1		)	(1		)
Total Net Fair Value of Derivatives	$	16		$	7		$	—		$	—

In accordance with FASB ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:


•	Level 1 — Quoted prices in active markets for identical assets or liabilities


•	Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)


•	Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value)

The following tables set forth the assets and liabilities measured or disclosed at fair value on a recurring basis, by input level, as of September 30, 2019 and December 31, 2018:



	September 30, 2019
(in millions)	Level 1		Level 2			Level 3		Total
Location and Description
Prepaid expenses and other current assets (commodity derivatives)	$	—	$	17		$	—	$	17
Total Assets	—		17			—		17
Other current liabilities (Renewable Fuel Standard “RFS” obligation)	—		(9		)	—		(9		)
Total Liabilities	$	—	$	(9	)	$	—	$	(9	)



	December 31, 2018
(in millions)	Level 1		Level 2			Level 3		Total
Location and Description
Prepaid expenses and other current assets (commodity derivatives)	—		7			—		7
Total Assets	$	—	$	7		$	—	$	7
Other current liabilities (RFS obligation)	—		(2		)	—		(2		)
Total Liabilities	$	—	$	(2	)	$	—	$	(2	)

As of September 30, 2019 and December 31, 2018, the only financial assets and liabilities that are measured at fair value on a recurring basis are the Company’s cash equivalents, investments, derivative instruments, and the RFS obligation. The Petroleum Segment’s commodity derivative contracts and RFS obligation, which use fair value measurements and are valued using broker quoted market prices of similar instruments, are considered Level 2 inputs. The Company had no transfers of assets or liabilities between any of the above levels during the nine months ended September 30, 2019.