UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2013
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 001-35054
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
MARATHON PETROLEUM THRIFT PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Marathon Petroleum Corporation
539 South Main Street
Findlay, Ohio 45840
Marathon Petroleum
Thrift Plan
Financial Statements and Supplemental Schedule
December 31, 2013 and 2012
Marathon Petroleum
Thrift Plan
December 31, 2013 and 2012
| Page(s) | ||||
| 1 | ||||
| Financial Statements: |
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| Statements of Net Assets Available for Benefits December 31, 2013 and 2012 |
2 | |||
| Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2013 |
3 | |||
| 4-14 | ||||
| Supplemental Schedule: |
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| Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
15-30 | |||
| Note: Other schedules required by Section 2520.103–10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
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| 31 | ||||
| 32 | ||||
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Marathon Petroleum Thrift Plan
We have audited the accompanying statements of net assets available for benefits of the Marathon Petroleum Thrift Plan (the “Plan”) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ McConnell & Jones LLP
Houston, Texas
June 24, 2014
1
Marathon Petroleum
Thrift Plan
Statements of Net Assets Available for Benefits
December 31, 2013 and 2012
| 2013 | 2012 | |||||||
| Assets |
||||||||
| Investments, at fair value |
$ | 1,910,366,682 | $ | 1,579,622,395 | ||||
| Receivable: |
||||||||
| Notes receivable from participants |
42,611,791 | 35,270,487 | ||||||
| Investment income receivable |
8,554,908 | 3,060,273 | ||||||
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| 51,166,699 | 38,330,760 | |||||||
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| Net Assets, at fair value |
1,961,533,381 | 1,617,953,155 | ||||||
| Adjustment from fair value to contract for fully benefit-responsive investment contracts |
(6,279,574 | ) | (13,051,407 | ) | ||||
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| Net Assets Available for Benefits |
$ | 1,955,253,807 | $ | 1,604,901,748 | ||||
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The accompanying notes are an integral part of these financial statements.
2
Marathon Petroleum
Thrift Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2013
| Additions: |
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| Additions to net assets attributed to: |
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| Investment income: |
||||
| Net appreciation in fair value of investments |
$ | 229,604,833 | ||
| Interest |
5,976,951 | |||
| Dividends |
40,964,876 | |||
|
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|
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| 276,546,660 | ||||
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|
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| Interest income from notes receivable from participants |
1,270,667 | |||
| Contributions: |
||||
| Participants |
100,869,367 | |||
| Employer |
61,671,939 | |||
| Rollovers and direct plan transfers |
109,255,571 | |||
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| 271,796,877 | ||||
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| Total additions |
549,614,204 | |||
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| Deductions: |
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| Deductions from net assets attributed to: |
||||
| Benefits paid to participants |
198,077,213 | |||
| Plan expenses |
1,184,932 | |||
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|
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| Total deductions |
199,262,145 | |||
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|
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| Net increase |
350,352,059 | |||
| Net assets available for benefits: |
||||
| Beginning of year |
1,604,901,748 | |||
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|
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| End of year |
$ | 1,955,253,807 | ||
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The accompanying notes are an integral part of these financial statements.
3
Marathon Petroleum
Thrift Plan
December 31, 2013 and 2012
| 1. | Description of Plan |
The following brief description of the Marathon Petroleum Thrift Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description or the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution thrift savings plan. The Plan covers substantially all (1) regular and casual employees of Marathon Petroleum Company LP (the “Company”), which is a wholly owned subsidiary of Marathon Petroleum Corporation and (2) employees participating in the Retirement Plan of the Company, (excluding employees of Speedway LLC, which is a separate wholly owned subsidiary of Marathon Petroleum Corporation). An eligible employee may participate in the Plan by making contributions to the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Contributions
Participants may elect to make contributions from 1 percent to a maximum of 18 percent of their gross pay consisting of after-tax contributions, or 1 percent to a maximum of 25 percent of their gross pay consisting of pre-tax contributions, Roth 401(k) contributions, or a combination of both. In addition, catch up contributions and Roth 401(k) catch-up contributions are allowed under the Plan, which allow for additional contributions for participants who have attained age 50 before the close of the Plan year as permitted under the Internal Revenue Code (the “Code”). An active participant may make any combination of after-tax, pre-tax, and Roth 401(k) payroll contributions provided that the participant does not exceed the maximums permitted under the Code or the limits set forth in the Plan document.
The contributions of “highly compensated employees” are subject to additional limitations pursuant to the provisions of Code Sections 401(k) and 401(m). Compensation of a participant taken into account under the Plan is limited to $255,000 for 2013, as provided in Code Section 401(a)(17).
Participants may also make rollover contributions or direct-plan transfer contributions of qualified distributions from the qualified plans of the Company, its subsidiaries, its affiliates, and any other qualified plans or individual retirement accounts (“IRA”) upon specific authorization and subject to such terms and conditions as set forth by the Plan administrator.
To the extent that the Company has accumulated earnings and profits, the Company matches on a dollar for dollar basis each participant’s after-tax, Roth 401(k), or pre-tax contributions to the Plan up to an aggregate of 7 percent of each participant’s qualified gross pay.
Valuation of Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contributions and (b) Plan earnings (losses) based on the participant’s relative investment holdings. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
4
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
Vesting
Participants are fully and immediately vested in their contributions plus actual earnings thereon. Participants become fully vested in the Company contributions, plus actual earnings thereon, upon the earliest of the following: upon retirement under the Retirement Plan of the Company as then in effect; at death; after three years of service with the Company or a participating employer; upon attainment of age 65; or upon termination or partial termination of the Plan.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. The loans are collateralized by the balance in the participant’s account and bear interest rates that currently range from 3.25 percent to 9.50 percent, determined in accordance with Plan provisions. Principal and interest is paid ratably through payroll deductions for active employees and through coupon payments for participants not receiving pay and retirees.
Payment of Benefits
On termination of service, unless a participant elects otherwise or as required by the Code, a participant will receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account. In general, the participant alternatively may elect to defer the commencement of benefits until a date no later than the April 1, immediately following the calendar year in which such participant attains age 70-1/2. In accordance with the provisions of the Code, mandatory distributions greater than $1,000 require automatic rollover to an IRA for participants who fail to make an active election otherwise available under the Plan. A retired member or a spouse beneficiary member may withdraw, during any year, all or any portion of the remaining balance in his or her account, subject to certain restrictions. An installment settlement option is available to retired participants, active participants (currently employed) who are at least age 70-1/2 and spouse beneficiary participants, subject to certain requirements and restrictions.
Forfeitures
Non-vested participants whose services with the Company have been terminated will forfeit their entire Company-matching contribution and earnings thereon when either of the following takes place: (1) they remove their participant contributions from the Plan, or (2) they do not regain employment within five years of termination. Company contributions and earnings thereon are eligible for reinstatement, should a member be rehired prior to the limitation indicated under the Plan. Total forfeitures of $0 and $32,990 for the years ended December 31, 2013 and 2012 were used to reduce employer matching contributions made to the Plan. As of December 31, 2013 and 2012 forfeited non-vested accounts totaled $79,427 and $13,341.
Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions in any of the funds which are made available through the Plan.
5
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
| 2. | Summary of Significant Accounting Policies |
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for discussion of fair value measurements.
Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.
Purchases and sales of securities are recorded on a trade-date basis. Investment related expenses are also included in net appreciation (depreciation) of fair value of investments. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes gains and losses on investments bought and sold as well as held during the year.
Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants represent loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan document.
6
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
Administration of Plan Assets
All costs, expenses, and fees incurred in administering the Plan, to the extent not paid by the Company, are incurred by the participants. Fees or charges for investment management services are not paid by the Company but are borne by the participants electing such services. Any taxes applicable to the participants’ account are charged or credited to the participants’ account by Fidelity Management Trust Company (“Fidelity”, the “Trustee”).
The Stable Value Fund (the “Fund”) is managed by the Trustee pursuant to a trust agreement. Any fees charged by the Trustee are deducted from the interest earned by Plan members in the Fund. The total amount of fees charged for 2013 in connection with the Fund was $1,258,673.
| 3. | Accounting Standards Update |
In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements” (“ASU 2012-04”), which contains amendments that affect a number of topics, including technical corrections and improvements to the ASC and conforming amendments related to fair value measurements, which include clarifying the treatment of selling costs for plan investments in determining fair value of plan assets subject to ASC Topic 962, “Plan Accounting – Defined Contribution Pension Plans.” These amendments are effective for public entities for interim and annual reporting periods beginning after December 15, 2012 and did not impact the Plan’s financial condition.
| 4. | Fair Value Measurements |
The FASB Accounting Standards codification (ASC) 820, Fair Value Measurement and Disclosures (ASC 820) establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. There are three approaches for measuring the fair value of assets and liabilities: the market approach, the income approach and the cost approach, each of which includes multiple valuation techniques. This hierarchy consists of three broad levels:
Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and liabilities and have the highest priority;
Level 2 inputs consist of observable market-based inputs or unobservable inputs that are corroborated by market data, and are either directly or indirectly observable as of the measurements date;
Level 3 inputs are unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value. These inputs have the lowest priority.
7
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
The Plan’s investments are reported at fair value in the accompanying statement of net assets available for benefits, adjusted to contract value for the benefit-responsive contracts. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following provides a description of the valuation techniques employed for each major Plan asset category at December 31, 2013 and 2012.
Common stock – Investments in common stocks are valued using a market approach at the closing price reported in an active market and is therefore considered Level 1.
Mutual funds – Investments in mutual funds, including money market mutual funds, are valued using a market approach at the net asset value (“NAV”) of shares held. The NAV is generally based on prices from a public exchange, which is normally the principal market on which a significant portion of the underlying investments are traded, and is considered Level 1.
Common Collective Trusts (“CCTs”) – Investment in CCTs are valued using a market approach at the NAV of units held, but investment opportunities in such funds are limited to institutional investors on behalf of defined contribution plans. A significant portion of the underlying investments are mainly publicly traded. This investment is considered Level 2.
The CCTs are the Pyramis Core Lifecycle (2000, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050 and 2055) Commingled Pools. These pools seek active return until the pool’s targeted retirement year. Thereafter, the pool’s objective will be capital preservation. These pools invest in a diversified portfolio of equity, fixed income, and/or short-term products and may use futures, options, swaps, and exchange-traded funds to remain fully invested. Each pool’s retirement date target allocation will be approximately 55 percent equity index, 34 percent fixed income index and 11 percent short term. There are no redemption restrictions on these CCTs.
In 2012, the Plan included one other CCT, the Fidelity US Equity Index Fund. The fund’s objective is to seek a return that corresponds to the total return performance of common stock publicly traded in the United States. Under normal conditions, 90% of the fund will be invested in securities of companies which compose the S&P 500 Index. The remaining portion of the fund’s assets may be in stock index futures and options and collective investment vehicles or shares of investment companies that are managed by the Trustee or its affiliates. There are currently no redemption restrictions on this CCT.
8
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
Synthetic Investment Contracts (“SICS”) – A SIC is comprised of two components, an underlying asset and a wrapper contract. The wrapper contract guarantees the SICs value. The underlying assets which are primarily invested in benefit-responsive investment contracts issued by insurance companies and other approved financial institutions, and other short-term investments are determined based on the market values of the contracts’ underlying securities plus any accrued income. Contract value represents contributions made to the fund, plus earnings, less withdrawals and transfers from the fund and administrative expenses. Wrap contracts are fair valued using a replacement cost methodology. This investment, with the exception of cash and equivalent investments, stated at cost which approximates fair value, is considered Level 2.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value:
| Assets at Fair Value as of December 31, 2013 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual funds: |
||||||||||||||||
| Blend |
$ | 408,178,468 | $ | 408,178,468 | ||||||||||||
| Growth |
218,694,031 | 218,694,031 | ||||||||||||||
| International-Stk |
27,174,659 | 27,174,659 | ||||||||||||||
| Other* |
104,533,276 | 104,533,276 | ||||||||||||||
| Taxable Bond |
144,431,448 | 144,431,448 | ||||||||||||||
| Value |
27,804,517 | 27,804,517 | ||||||||||||||
| Money Market ** |
31,244,268 | — | — | 31,244,268 | ||||||||||||
| Common/collective trusts |
— | 274,046,356 | — | 274,046,356 | ||||||||||||
| MPC Common stock |
158,546,689 | — | — | 158,546,689 | ||||||||||||
| MOC Common Stock |
58,334,489 | — | — | 58,334,489 | ||||||||||||
| Other - SICs |
21,741,720 | 435,636,761 | — | 457,378,481 | ||||||||||||
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| Total assets at fair value |
$ | 1,200,683,565 | $ | 709,683,117 | $ | — | $ | 1,910,366,682 | ||||||||
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| * | Includes Brokerage Link investments |
| ** | Includes cash |
9
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
| Assets at Fair Value as of December 31, 2012 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Mutual funds: |
||||||||||||||||
| Blend |
$ | 288,704,604 | $ | $ | $ | 288,704,604 | ||||||||||
| Growth |
174,060,988 | 174,060,988 | ||||||||||||||
| International-Stock |
28,663,599 | 28,663,599 | ||||||||||||||
| Other* |
96,209,421 | 96,209,421 | ||||||||||||||
| Taxable Bond |
167,330,512 | 167,330,512 | ||||||||||||||
| Value |
38,808,045 | 38,808,045 | ||||||||||||||
| Money Market** |
27,448,009 | 27,448,009 | ||||||||||||||
| Common collective trusts |
116,872,697 | 116,872,697 | ||||||||||||||
| MPC Common stock |
100,551,194 | 100,551,194 | ||||||||||||||
| MOC Common Stock |
64,369,161 | 64,369,161 | ||||||||||||||
| Other - SICs |
26,623,305 | 449,980,860 | 476,604,165 | |||||||||||||
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| Total assets at fair value |
$ | 1,012,768,838 | $ | 566,853,557 | $ | — | $ | 1,579,622,395 | ||||||||
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| * | Includes Brokerage Link investments |
| ** | Includes interest-bearing cash |
| 5. | Investments |
The following presents individual investments that represent 5 percent or more of the Plan’s net assets available for benefits at December 31:
| 2013 | 2012 | |||||||
| Natixis Financial Products Wrapper Contract 1706-01* |
$ | — | $ | 98,686,129 | ||||
| State Street Bank & Trust Company Boston 111013* |
92,171,628 | 98,701,052 | ||||||
| Chase Manhattan Bank Wrapper Contract MARAPETRO-7-11* |
69,559,603 | 133,613,725 | ||||||
| American General Life Wrapper Contract 1627813 * |
65,152,199 | 118,979,954 | ||||||
| Marathon Petroleum Company Common Stock |
158,546,689 | 100,551,194 | ||||||
| Spartan 500 Index Institutional |
144,116,766 | 91,259,479 | ||||||
| * | SICs are investments included in the Fund compromised of underlying assets and wrapper contracts (used as liquidity guarantees). |
10
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
During 2013, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $229,604,833 as follows:
| Mutual funds |
$ | 130,149,672 | ||
| Common/ Collective Trusts |
36,624,141 | |||
| MOC Common stock |
9,446,874 | |||
| MPC Common stock |
53,384,146 | |||
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| $ | 229,604,833 | |||
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| 6. | Stable Value Fund |
At December 31, 2013 and 2012 the Plan held SICs of $429,357,187 and $436,929,453, respectively, recorded at contract value. The remaining assets of $21,741,720 and $26,623,305 held by the Fund at December 31, 2013 and 2012, respectively, are invested in cash equivalents and stated at cost. Ordinarily, participants may direct the withdrawal or transfer of all or a portion of their investment in the fund at contract value.
The following presents the fair value, adjustment to contract value, and the major credit rating of each individual wrap contract held within the Fund at December 31, 2013 and 2012:
| December 31, 2013 | Fair Value | Adjustment to Contract Value |
S&P Credit |
|||||||||
| State Street Bank & Trust Boston Wrapper Contract 111013 |
92,171,628 | (1,328,627 | ) | AA- | ||||||||
| Chase Manhattan Bank Wrapper Contract MARAPETRO-7-11 |
69,559,603 | (1,002,681 | ) | A+ | ||||||||
| American General Life Wrapper Contract 1627813 |
65,152,199 | (939,150 | ) | A+ | ||||||||
| Bank of Tokyo - Mitsubishi Wrapper Contract FID-MARPET12-1 |
65,970,860 | (950,950 | ) | A+ | ||||||||
| Prudential Insurance Co America Wrapper Contract 062473001 |
64,242,980 | (926,043 | ) | AA- | ||||||||
| Nationwide Life Insurance Wrapper Contract FID_MAP_IP_1013 |
78,539,491 | (1,132,123 | ) | A+ | ||||||||
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|
|||||||||
| $ | 435,636,761 | $ | (6,279,574 | ) | ||||||||
|
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|
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| December 31, 2012 | ||||||||||||
| Natixis Financial Products Wrapper Contract 1706-01 |
98,686,129 | (2,862,328 | ) | A | ||||||||
| State Street Bank & Trust Boston Wrapper Contract 111013 |
98,701,052 | (2,862,761 | ) | AA- | ||||||||
| Chase Manhattan Bank Wrapper Contract MARAPETRO-7-11 |
133,613,725 | (3,875,381 | ) | A+ | ||||||||
| American General Life Wrapper Contract 1627813; 2.05% |
118,979,954 | (3,450,937 | ) | A+ | ||||||||
|
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|||||||||
| $ | 449,980,860 | $ | (13,051,407 | ) | ||||||||
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11
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
The Fund’s average yield for 2013 was 1.39 percent. The Fund’s crediting rate at December 31, 2013 was 1.31 percent. Wrap contracts use a crediting rate formula to convert market value changes in the underlying assets into income distributions in order to minimize the difference between the market value and contract value of the underlying assets over time. Using the crediting rate formula, an estimated future market value is calculated by compounding the current market value at the current yield to maturity for a period equal to the duration of the wrapped assets. The crediting rate may be affected by many factors, including purchases and redemptions by participants, but the precise impact depends on whether the market value of the underlying assets is higher or lower than the contract value of those assets. Crediting rates are typically reset, if needed, on a monthly basis. The wrap contracts provide a guarantee that the crediting rate will not fall below zero percent.
A wrap issuer may terminate a wrap contract at any time subject to the provisions of the contract agreement. In addition, wrap contracts limit the ability of the Fund to transact at contract value upon the occurrence of certain events (including but not limited to, the complete or partial termination of the Plan, group layoffs, early retirement programs or the Plan’s failure to qualify under Section 401(a) or Section 401(k) of the Code). However, the Plan administrator believes the occurrence of these types of events is not probable at this time.
| 7. | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
| Period Ended | Period Ended | |||||||
| December 31, | December 31, | |||||||
| 2013 | 2012 | |||||||
| Net assets available per the financial statements |
$ | 1,955,253,807 | $ | 1,604,901,748 | ||||
| Adjustment from fair value to contract for fully benefit-responsive investment contracts |
6,279,574 | 13,051,407 | ||||||
|
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| Net assets available for benefits per the Form 5500 |
$ | 1,961,533,381 | $ | 1,617,953,155 | ||||
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The following is a reconciliation of the changes in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2013:
12
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
| 2013 | ||||
| Increase in net assets available for benefits per the financial statements |
$ | 350,352,059 | ||
| Adjustment from fair value to contract value for benefit-responsive investment contracts |
||||
| Prior-year adjustment |
(13,051,407 | ) | ||
| Current year adjustment |
6,279,574 | |||
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|
|||
| Increase in net assets available for benefits per Form 5500 |
$ | 343,580,226 | ||
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| 8. | Party-in-Interest Transactions |
Transactions involving shares of Marathon Petroleum Corporation common stock are performed by the Trustee on the open market, unless otherwise directed by the Company, in which case, shares may be bought or sold directly from Marathon Petroleum Corporation. During 2013, all shares of Marathon Petroleum Corporation stock were purchased on the open market.
Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest.
| 9. | Plan Termination |
Although it has not expressed any interest to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts
| 10. | Tax Status |
The Plan was established effective as of July 1, 2011 in connection with the spin-off of the Company’s corporate parent, Marathon Petroleum Corporation, from its former parent company, Marathon Oil Corporation. The Plan was established as a mirror plan of the plan sponsored by Marathon Oil Corporation which covered the Company’s employees prior to the spin-off. With respect to the prior plan from which the Plan was mirrored, the Internal Revenue Service (“IRS”) had determined by letter dated May 7, 2003, that the prior plan met the requirements of Code Section 401(a), and was therefore a qualified plan not subject to tax under present income tax law. The Plan has not yet received its own determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and is therefore a tax qualified plan. The Plan has applied for the IRS determination letter and has received an acknowledgement of request letter dated February 19, 2013.
13
Marathon Petroleum
Thrift Plan
Notes to Financial Statements
December 31, 2013 and 2012
GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan and to recognize a tax liability (or asset) when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013 there were no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
| 11. | Risks and Uncertainties |
The Plan provides for various investment options. These investments are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in the near or long term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
| 12. | Subsequent Events |
Effective January 1, 2014, the eligibility requirements of the Plan were amended to remove the age and service requirements; as well as to extend eligibility to employees of Speedway LLC, salary grade 12 and above.
14
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower Lessor or Similar Party |
Description of Investment | Current Value |
||||||
| * | Marathon Petroleum Company | Marathon Common Stock - 1,728,406 shares | $ | 158,546,689 | ||||
| Marathon Oil Corporation | Marathon Common Stock - 1,652,535 shares | 58,334,489 | ||||||
| Investment Trust Shares | ||||||||
| * | Fidelity Government Income Fund | Investment Company - 1,344,968 shares | $ | 13,664,877 | ||||
| * | Fidelity Retirement Govt. Money Market | Investment Company - 22,800,796 shares | 22,800,796 | |||||
| * | Fidelity Mid Cap Value Fund | Investment Company - 773,026 shares | 17,470,395 | |||||
| * | Spartan Extended Market Index Advtg | Investment Company - 1,261,880 shares | 67,409,608 | |||||
| * | Fidelity Balanced K | Investment Company - 1,672,062 shares | 38,022,697 | |||||
| * | Fidelity Contrafund K | Investment Company - 881,970 shares | 84,730,898 | |||||
| * | Fidelity Fund K | Investment Company - 142,944 shares | 6,093,691 | |||||
| * | Fidelity Growth Company K | Investment Company - 679,752 shares | 81,373,121 | |||||
| * | Fidelity International Discovery K | Investment Company - 427,305 shares | 17,263,120 | |||||
| * | Fidelity Low Priced Stock K | Investment Company - 1,483,704 shares | 73,324,635 | |||||
| * | Spartan 500 Index Institutional | Investment Company - 2,200,592 shares | 144,116,766 | |||||
| * | Spartan International Index Inst | Investment Company - 2,365,914 shares | 96,221,710 | |||||
| * | Pyramis Core Lifecycle 2055 Commingled | Investment Company - 267,194 shares | 3,513,598 | |||||
| * | Pyramis Core Lifecycle 2000 Commingled | Investment Company - 319,777 shares | 3,741,391 | |||||
| * | Pyramis Core Lifecycle 2005 Commingled | Investment Company - 163,842 shares | 1,992,324 | |||||
| * | Pyramis Core Lifecycle 2010 Commingled | Investment Company - 370,319 shares | 4,766,000 | |||||
| * | Pyramis Core Lifecycle 2015 Commingled | Investment Company - 1,768,528 shares | 22,584,099 | |||||
| * | Pyramis Core Lifecycle 2020 Commingled | Investment Company - 3,756,860 shares | 46,585,064 | |||||
| * | Pyramis Core Lifecycle 2025 Commingled | Investment Company - 3,953,731 shares | 50,489,146 | |||||
| * | Pyramis Core Lifecycle 2030 Commingled | Investment Company - 3,615,443 shares | 44,506,099 | |||||
| * | Pyramis Core Lifecycle 2035 Commingled | Investment Company - 2,645,060 shares | 33,195,499 | |||||
| * | Pyramis Core Lifecycle 2040 Commingled | Investment Company - 2,168,302 shares | 26,821,899 | |||||
15
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower Lessor or Similar Party |
Description of Investment | Current Value |
||||||
| * | Pyramis Core Lifecycle 2045 Commingled | Investment Company - 1,662,232 shares | $ | 20,678,163 | ||||
| * | Pyramis Core Lifecycle 2050 Commingled | Investment Company - 1,238,618 shares | 15,173,074 | |||||
| PIMCO Total Return Institutional | Investment Company - 4,481,919 shares | 47,911,716 | ||||||
| Columbia Acorn International Z | Investment Company - 342,352 shares | 15,981,003 | ||||||
| Morgan Stanley Mid Cap Growth | Investment Company - 356,678 shares | 16,161,062 | ||||||
| DFA Emerging Markets Value | Investment Company - 984,233 shares | 27,174,659 | ||||||
| Wells Fargo Advantage Small Cap Value | Investment Company - 292,587 shares | 9,842,629 | ||||||
| Eaton Vance Large Cap Value | Investment Company - 431,127 shares | 10,334,122 | ||||||
| Vanguard Total Bond Market | Investment Company - 7,846,104 shares | 82,854,855 | ||||||
| Kalmar Growth with Value Small Cap | Investment Company - 629,297 shares | 14,354,256 | ||||||
16
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower Lessor or Similar Party |
Description of Investment | Current Value |
||||||
| Stable Value Contract Carriers |
||||||||
| Chase Manhattan Bank |
Actively Managed Global Wrap** |
|||||||
|
Wrapper Contract MARAPETRO-7-11; 1.45% |
||||||||
| Total Contract Value/Fair Market Value |
69,559,603 | *** | ||||||
| State Street Bank & Trust Company Boston |
Actively Managed Global Wrap** |
|||||||
| Wrapper Contract 111013; 1.48% |
||||||||
| Total Contract Value/Fair Market Value |
92,171,628 | *** | ||||||
| American General Life |
Actively Managed Global Wrap** |
|||||||
| Wrapper Contract 1627813; 1.45% |
||||||||
| Total Contract Value/Fair Market Value |
65,152,199 | *** | ||||||
| Bank of Tokyo - Mitsubishi |
Actively Managed Global Wrap** |
|||||||
|
Wrapper Contract FID-MARPETR12-1; 1.45% |
||||||||
| Total Contract Value/Fair Market Value |
65,970,860 | *** | ||||||
| Prudential Insurance Co. America |
Actively Managed Global Wrap** |
|||||||
| Wrapper Contract 062473001; 1.45% |
||||||||
| Total Contract Value/Fair Market Value |
64,242,980 | *** | ||||||
| Nationwide Life Insurance |
Actively Managed Global Wrap** |
|||||||
| Wrapper Contract FID_MAP_IP-1013; 1.46% |
||||||||
| Total Contract Value/Fair Market Value |
78,539,491 | *** | ||||||
| * | Fidelity Management Trust Company Variable interest rate - 1.87% as of 12/31/12 |
Interest-Bearing Cash-Fidelity Institutional Cash Portfolios; Money Market Portfolio; Class A Money Market Pool |
21,741,720 | |||||
| Brokerage Link |
Self-Directed Brokerage Accounts |
74,954,050 | ||||||
| * | Fidelity Management Trust Company Interest rates range from 3.25%-9.50% due 1/1/14 - 12/31/2018 |
Loans to Plan Participants |
42,611,791 | |||||
|
|
|
|||||||
| Totals |
$ | 1,952,978,472 | ||||||
|
|
|
|||||||
| * | Indicates party-in-interest. |
| ** | A SIC is comprised of two components, an underlying asset and a wrapper contract. The underlying assets are valued at representative quoted market prices. The wrapper contracts are valued by using replacement cost methodology. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses. The wrapper contract guarantees the SIC contract value. |
| *** | Pages 19 thru 31 list the fair value of each underlying investment of the SICs’. Each SIC owns approximately 14 to 20 percent interest in the total fair value of the Fund. |
17
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| (CASH) | Actively Managed Global Wrap Underlying Investments | $ | 8,751,667 | |||||
| ABB FIN USA INC 1.625% 5/08/17 | 164,005 | |||||||
| AT&T INC 2.95% 5/15/16 | 438,464 | |||||||
| ABBEY NATL 3.875 11/10/14 144A | 872,690 | |||||||
| ALLYA 2013-1 A3 .63% 5/15/17 | 1,155,301 | |||||||
| AMER EXPRESS CR 3ML+85 6/24/14 | 1,054,906 | |||||||
| AMERICAN EX MTN 1.3% 07/29/16 | 425,526 | |||||||
| AMXCA 2012-2 A .68% 3/18 | 2,234,695 | |||||||
| AMXCA 2013-3 A .98% 05/19 | 782,644 | |||||||
| AMXCA 2012-5 A 0.59% 5/18 | 1,993,586 | |||||||
| AMERICAN HONDA FIN 2.125 10/18 | 425,062 | |||||||
| AMER HONDA 2.5% 9/21/15 144A | 434,727 | |||||||
| AMERICAN HONDA 1.5% 9/17 144A | 457,110 | |||||||
| APPLE INC 1% 5/3/18 | 1,579,920 | |||||||
| AUSTRALIA & NZ 1.875% 10/06/17 | 463,566 | |||||||
| AUSTRALIA & NZ 1.45% 5/15/18 | 421,586 | |||||||
| BB&T CORP MTN B/E 3.2% 3/15/16 | 437,855 | |||||||
| BB&T CORP 2.05% 6/19/18 | 394,113 | |||||||
| BHP BILLITON F 1% 2/24/15 | 433,874 | |||||||
| BPCM 1.375% 5/10/18 | 636,678 | |||||||
| BACM 2006-4 A1A CSTR 7/46 | 843,907 | |||||||
| BANK AMER 4.5% 4/1/15 | 190,337 | |||||||
| BANK OF AMERICA CRP MTN 2 1/18 | 915,569 | |||||||
| BAAT 2012-1 A4 1.03 12/16 | 463,725 | |||||||
| BANK OF MONTREL 2.375% 1/25/19 | 426,089 | |||||||
| BANK OF NY MTN 2.4% 1/17/17 | 1,127,092 | |||||||
| BSCMS 05-T18 A4 4.933% 2/42 | 621,043 | |||||||
18
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| BSCMS 05-PWR8 A4 4.674 6/41 | Actively Managed Global Wrap Underlying Investments | $ | 451,942 | |||||
| BSCMS 2006-T22 A 1A CSTR 4/38 | 786,805 | |||||||
| BSCMS 06-PW 12 A 1A CSTR 9/38 | 597,473 | |||||||
| BSCMS 2006-PW 13 A 1A 5.533 9/41 | 756,520 | |||||||
| BERK HATH INC 1.55% 2/9/18 | 1,386,202 | |||||||
| BMWLT 2013-1 A3 .54% 09/15 | 455,097 | |||||||
| BRITISH COLMB PRO 1.2% 4/25/17 | 2,660,927 | |||||||
| BRIT COLMB PROV 2.1% 5/18/16 | 1,336,241 | |||||||
| CD 2005-CD1 A4 CSTR 7/44 | 287,463 | |||||||
| CD 06-CD2 A 1B CSTR 1/46 | 1,185,969 | |||||||
| CD 2007-CD5 A 1A 5.8% 11/44 | 809,915 | |||||||
| COMM 2012-CR5 A1 0.673% 12/45 | 291,271 | |||||||
| COMM 2012-CR1 A1 1.116% 5/45 | 126,850 | |||||||
| COMM 2012-CR1 A2 2.35% 5/45 | 346,377 | |||||||
| COMM 2012-CR2 A1 .824% 08/45 | 149,957 | |||||||
| COMM 2013-CR9 A1 1.3440% 7/45 | 171,004 | |||||||
| COMET 2013-A1 A1 .63% 11/18 | 2,354,567 | |||||||
| COMET 2013-A3 A3 .96% 9/19 | 1,032,824 | |||||||
| CARMX 2013-3 A3 .97% 11/15/16 | 417,311 | |||||||
| CATERPILR F MTN 1.3% 03/01/18 | 880,998 | |||||||
| CHAIT 2012-A3 A3 0 6/17 | 1,907,207 | |||||||
| CHAIT 2012-A5 A5 .59% 8/17 | 2,200,783 | |||||||
| CHAIT 2012-A8 A8 0.54% 10/17 | 2,896,262 | |||||||
| CHAIT 2013-A8 A8 1.01% 10/18 | 849,007 | |||||||
| CHEVRON CORP NE 1.104% 12/5/17 | 856,064 | |||||||
| CHEVRON CORP 0.889% 06/24/16 | 190,484 | |||||||
| CITIGROUP 1.25% 1/15/16 | 1,441,902 | |||||||
19
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| CCCIT 2012-A1 A1 0.55% 10/17 | Actively Managed Global Wrap Underlying Investments | $ | 1,290,033 | |||||
| CCCIT 13-A3 A3 1.11% 7/23/18 | 685,442 | |||||||
| CCCIT 2013-A6 A6 1.32% 09/18 | 1,029,236 | |||||||
| CCCIT 2013-A10 A10 .73% 02/18 | 851,916 | |||||||
| CGCMT 2006-C5 A4 5.431 10/49 | 416,310 | |||||||
| CGCMT 13-GC11 A1 0.672% 12/17 | 307,264 | |||||||
| COCA-COLA CO 1.15% 3/5/18 | 881,385 | |||||||
| COCA-COLA CO 1.65% 11/1/18 | 628,071 | |||||||
| COLGATE-PALMOLIVE 0.9% 5/1/18 | 543,123 | |||||||
| COMM 2006-C8 A4 0 12/46 | 634,475 | |||||||
| COMM 2006-C7 A1A CSTR 6/46 | 855,521 | |||||||
| COMM 2013-LC6 A1 .7240% 1/46 | 227,314 | |||||||
| COMMONWEALTH NY 1.95% 3/16/15 | 667,626 | |||||||
| CORNELL UNIV 4.35% 2/1/14 | 439,147 | |||||||
| CREDIT SUISSE NY 2.2% 1/14/14 | 1,424,264 | |||||||
| DBUBS 2011-LC3A A1 2.238 8/44 | 69,920 | |||||||
| JOHN DEERE CAP 1.3% 3/12/18 | 1,348,527 | |||||||
| DCENT 2012-A1 A1 0.81% 8/17 | 943,628 | |||||||
| DCENT 2012-A3 A 0.86% 11/15/17 | 1,526,685 | |||||||
| DCENT 2013-A2 A2 .69% 07/18 | 2,197,035 | |||||||
| DCENT 2013-A5 A5 1.04% 04/19 | 848,023 | |||||||
| FHLG 15YR 4.50%8/18 #E98688 | 232,786 | |||||||
| FHLG 15YR 4.50%9/18 #E99205 | 84,566 | |||||||
| FHLG 15YR 4.50% 10/18 #E99833 | 115,562 | |||||||
| FHLM ARM 3.53% 4/40 #1B4657 | 122,740 | |||||||
| FHLM ARM 3.58% 4/40 #1B4702 | 93,464 | |||||||
| FHLM ARM 4.68% 1/36 #847584 | 39,088 | |||||||
20
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| FHLM ARM 3.88% 1/35 #848084 | Actively Managed Global Wrap Underlying Investments | $ | 25,110 | |||||
| FHLG 7.50% 7/34 #G02115 | 396,167 | |||||||
| FHLG 15YR 5.00% 3/19 #G13052 | 307,658 | |||||||
| FHLG 15YR 3.50% 1/26 #G14312 | 287,044 | |||||||
| FHLG 15YR 4.00% 9/25 #G14376 | 885 | |||||||
| FHLG 15YR 3.50% 4/27 #G14449 | 702,454 | |||||||
| FHLG 15YR 3.50% 10/26 #G14450 | 8,389 | |||||||
| FHLG 25YR 5.50% 7/35 #G05815 | 133,378 | |||||||
| FHLM ARM 4.941% 11/35 #1J1228 | 128,803 | |||||||
| FHLM ARM 5.37% 12/35 #1N0106 | 105,330 | |||||||
| FHLM ARM 3.717% 05/41 #1B8124 | 86,945 | |||||||
| FHLM ARM 3.224% 4/41 #1B8179 | 53,287 | |||||||
| FHLM ARM 3.464% 5/1/41 #1B8304 | 56,422 | |||||||
| FHLM ARM 3.627% 6/1/41 #1B8372 | 89,165 | |||||||
| FHLM ARM 3.283 6/1/41 | 69,733 | |||||||
| FHLM ARM 2.98% 8/41 #1B8533 | 201,898 | |||||||
| FHLM ARM 3.07% 9/41 #1B8608 | 102,417 | |||||||
| FHLM ARM 3.242% 9/1/41 #1B8659 | 59,064 | |||||||
| FHLG 5.50% 3/34 # G01665 | 197,781 | |||||||
| FHLG 15YR 5.50% 4/18 #G11389 | 102,642 | |||||||
| FHLG 15YR 4.00% 9/25 #E02787 | 348,372 | |||||||
| FHLG 15YR 4.00% 4/26 #E02867 | 186,561 | |||||||
| FHLG 15YR 4.50% 11/18 #B10931 | 71,082 | |||||||
| FHLM ARM 4.199% 8/36 #848185 | 63,682 | |||||||
| FHLG 5.50% 5/34 #Z40042 | 1,509,246 | |||||||
| FHR 2417 EH 6% 2/17 | 18,739 | |||||||
| FHR 2394 KD 6% 12/16 | 26,910 | |||||||
21
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| FNMA 0.5% 7/02/15 |
Actively Managed Global Wrap Underlying Investments | $ | 4,579,225 | |||||
| FNMA .5% 9/28/15 |
2,360,197 | |||||||
| FNMA .875% 10/26/17 |
818,857 | |||||||
| FNMA .875% 2/8/18 |
2,066,228 | |||||||
| FNMA 0.625% 8/26/16 |
4,516,857 | |||||||
| FNMA 1.875% 09/18/18 |
12,182,931 | |||||||
| FNMA 1.625% 11/27/18 |
15,359,483 | |||||||
| FNR 2013-9 FA 1ML+35 03/42 |
1,113,704 | |||||||
| FNR 2011-88 AB 2.5% 9/26 |
200,044 | |||||||
| FNR 2012-15 FP 1ML+38 6/40 |
665,401 | |||||||
| FHR 2011-3938 BE 2% 10/21 |
618,061 | |||||||
| FHR 3943 EF 1ML+25 2/26 |
355,852 | |||||||
| FHR 3763 QA 4% 4/34 |
357,885 | |||||||
| FHR 3820 DA 4% 11/35 |
345,985 | |||||||
| FHR SER 4221 CLS GA 1.4% 7/23 |
1,217,582 | |||||||
| FHLMC 1.25% 5/12/17 |
2,055,778 | |||||||
| FHLMC 1% 9/29/17 |
1,798,715 | |||||||
| FHLMC .75% 1/12/18 |
508,706 | |||||||
| FNMA 15YR 7.00% 2/15 #253033 |
24,533 | |||||||
| FNMA 5.50% 11/34 #310105 |
1,082,028 | |||||||
| FNMA 15YR 6.50% 6/14 #323794 |
1,419 | |||||||
| FNMA ARM 3.228% 7/41 #AI3469 |
93,189 | |||||||
| FNMA ARM 3.01% 8/41 #AI4358 |
70,899 | |||||||
| FNMA ARM 3.545% 07/41 #AI6050 |
100,351 | |||||||
| FNMA ARM 3.365% 10/41 #AI6819 |
57,099 | |||||||
| FNMA ARM 3.37% 9/41 #AI8935 |
99,585 | |||||||
| FNMA ARM 09/41 #AI9813 |
65,689 | |||||||
22
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| FNMA ARM 10/41 #AJ3399 |
Actively Managed Global Wrap Underlying Investments | $ | 20,056 | |||||
| FNMA ARM 2.74% 8/41 #AH5259 |
376,380 | |||||||
| FNMA ARM 2.69% 9/41 #AH5260 |
280,554 | |||||||
| FNMA ARM 2.57% 10/41 #AH5261 |
216,847 | |||||||
| FNMA 15YR 3.50% 1/26 #AL1168 |
306,928 | |||||||
| FNMA 15YR 3.50% 5/27 #AL1741 |
1,316 | |||||||
| FNMA 15YR 3.50% 3/27 #AL1746 |
1,112,487 | |||||||
| FNMA 15YR 3.50% 5/27 #AL1751 |
712 | |||||||
| FNMA ARM 06/42 #AO2244 |
70,510 | |||||||
| FNMA 6.50% 7/32 #545759 |
50,343 | |||||||
| FNMA 6.50% 7/32 #545762 |
25,673 | |||||||
| FNR 2002-56 MC 5.5% 9/17 |
28,403 | |||||||
| FNR 2003-74 PG 4.5% 8/18 |
145,663 | |||||||
| FNR 2005-90 FC 1ML+25 10/35 |
223,730 | |||||||
| FNR 2005-106 UF 1ML+30 11/35 |
216,358 | |||||||
| FHR 2866 XE 4 12/18 |
75,937 | |||||||
| FHR 3117 JF 1ML+30 2/36 |
240,436 | |||||||
| FNR 2008-29 BG 4.7% 12/35 |
101,843 | |||||||
| FNR 2008-95 AD 4.5% 12/23 |
349,444 | |||||||
| FNR 2011-23 AB 2.75% 6/25/20 |
159,024 | |||||||
| FNMA 1.625% 10/26/15 |
959,199 | |||||||
| FNR 2010-123 DL 3.5% 11/25 |
138,868 | |||||||
| FHR 3741 HD 3% 11/15/39 |
272,514 | |||||||
| FNR 2010-135 DE 2.25% 4/24 |
247,614 | |||||||
| FNR 2010-143 B 3.5% 12/25 |
224,577 | |||||||
| FHR 3659 EJ 3% 6/18 |
318,708 | |||||||
| FNMA ARM 4.68% 11/34 #735011 |
86,460 | |||||||
23
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| FNMA 6.50% 12/32 #735415 |
Actively Managed Global Wrap Underlying Investments | $ | 25,702 | |||||
| FNMA 6.50% 7/35 #745092 |
26,984 | |||||||
| FNMA 15YR 4.50% 6/19 #745278 |
106,762 | |||||||
| FNMA ARM 4.53% 12/34 #802852 |
84,229 | |||||||
| FNMA 6.50% 8/36 #888034 |
36,417 | |||||||
| FNMA 6.50% 8/36 #888544 |
154,810 | |||||||
| FNMA 15YR 4.50% 7/20 #888653 |
47,213 | |||||||
| FNMA ARM 4.21% 5/35 #889946 |
158,957 | |||||||
| FNMA ARM 4.30% 2/35 #995017 |
180,763 | |||||||
| FNMA ARM 4.58% 7/35 #995273 |
61,584 | |||||||
| FNMA ARM 4.53% 10/35 #995414 |
154,229 | |||||||
| FNMA ARM 4.55% 10/35 #995415 |
632,602 | |||||||
| FNMA ARM 4.512% 12/36 #995606 |
178,203 | |||||||
| FNMA ARM 2.61% 4/35 #995609 |
61,146 | |||||||
| FNMA ARM 3.20% 1/40 #AC0599 |
167,363 | |||||||
| FNMA ARM 4.285% 7/33 #AD0066 |
62,234 | |||||||
| FNMA 6.50% 12/35 #AD0723 |
174,437 | |||||||
| FNMA ARM 3.47% 3/40 #AD0820 |
128,127 | |||||||
| FNMA 6.50% 8/36 #AE0746 |
139,517 | |||||||
| FNMA ARM 11/40 #AE6806 |
57,384 | |||||||
| FORDO 2011-B A4 1.35% 12/16 |
352,495 | |||||||
| FORDL 2012-A A4 1.03% 4/15 |
962,766 | |||||||
| FORDO 2012-D A3 0.51% 4/17 |
549,971 | |||||||
| FORDO 2013-A A3 .55% 07/17 |
673,879 | |||||||
| FORDL 2013-A A3 0.60% 3/16 |
800,575 | |||||||
| FORDO 2013-B A3 .57% 6/16 |
559,601 | |||||||
| FORDL 2013-B A3 .76% 09/16 |
330,018 | |||||||
24
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| GEMNT 2009-4 A 3.8% 11/17 |
Actively Managed Global Wrap Underlying Investments | $ | 812,067 | |||||
| GEMNT 2012-1 A 1.03% 1/18 |
752,414 | |||||||
| GEMNT 2012-5 A 0.95% 6/15/18 |
2,004,248 | |||||||
| GMACC 2004-C2 A4 5.301% 8/38 |
391,616 | |||||||
| GSMS 2011-GC5 A1 CSTR 8/44 |
200,394 | |||||||
| GSMS 2012-GC6 A1 1.282% 1/45 |
94,078 | |||||||
| GSMS 2013-GC10 A1 .696% 2/46 |
67,236 | |||||||
| GSMS 2013-GC10 A2 1.84% 2/46 |
189,399 | |||||||
| GSMS 2013-GC12 A1 VAR 06/46 |
297,171 | |||||||
| GNMA 15YR 4% 04/25 #737164 |
542 | |||||||
| GNMA 15YR 4% 05/25 #737261 |
548 | |||||||
| GNMA 15YR 4% 03/25 #737348 |
482 | |||||||
| GNMA 15YR 4.00% 1/25 #723552 |
540 | |||||||
| GNMA 30YR 5.5% 06/35 #783800 |
192,839 | |||||||
| GSMS 04-GG2 A 6 CSTR 8/38 |
345,851 | |||||||
| GSMS 2006-GG6 A 2 5.506% 4/38 |
17,544 | |||||||
| GSMS 2006-GG6 A 1A CSTR 4/38 |
398,464 | |||||||
| GSMS 2006-GG8 A 1A 5.547 11/39 |
514,788 | |||||||
| GNMA 15YR 4% 06/25 #676681 |
692 | |||||||
| GNMA 15YR 4% 10/24 #710940 |
452 | |||||||
| GECMC 2005-C2 A4 CSTR 5/43 |
1,076,246 | |||||||
| GECMC 2006-C1 A4 CSTR 3/44 |
613,021 | |||||||
| GECMC 2006-C1 A 1A CSTR 3/44 |
562,411 | |||||||
| GE-CORP .85% 10/09/15 |
494,244 | |||||||
| GE CAP MTN 3.5% 6/29/15 |
514,602 | |||||||
| GE CAP CORP 2.25% 11/9/15 |
402,172 | |||||||
| GENERAL ELEC 2.95% 5/09/16 |
121,936 | |||||||
25
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| GENERAL ELEC MTN3.35% 10/17/16 |
Actively Managed Global Wrap Underlying Investments | $ | 1,341,788 | |||||
| GE CAP CORP 2.9% 1/09/17 |
444,140 | |||||||
| GENERAL ELEC CAP 1.0% 1/8/16 |
568,090 | |||||||
| GOLDMAN SACHS MTN 3.7% 8/1/15 |
329,693 | |||||||
| GOLDMAN SAC GRP 3.625% 2/07/16 |
314,921 | |||||||
| GNR 2010-99 PT 3.5% 8/33 |
101,984 | |||||||
| GNR 2010-112 PM 3.25% 9/33 |
78,314 | |||||||
| CFGNR 2011-150 D 3% 4/37 |
122,225 | |||||||
| GNR 2013-9 F VAR 1ML+25 1/43 |
767,620 | |||||||
| GNR 2012-149 MF 1ML+25 12/42 |
1,081,391 | |||||||
| G2SF 12-149 LF 1ML+25 12/42 |
452,117 | |||||||
| GNR 2013-37 F 0.4712% 3/20/43 |
292,113 | |||||||
| GNR 13-41 PA 2.5% 04/40 |
557,454 | |||||||
| CANADA GOVT .875% 2/14/17 |
702,285 | |||||||
| HAROT 2013-3 A3 0.77% 05/17 |
511,324 | |||||||
| HAROT 2013-1 A3 .48% 12/15 |
1,099,569 | |||||||
| HAROT 2013-2 A3 .53% 2/17 |
319,830 | |||||||
| HSBC BANK 3.1% 5/24/16 144A |
878,277 | |||||||
| HART 2013-A A3 0.56% 7/17 |
1,100,146 | |||||||
| HART 2013-B A3 .71% 09/17 |
771,243 | |||||||
| HART 2013-C A3 1.01% 02/18 |
231,115 | |||||||
| INTERCONT EXCH 2.5% 10/15/18 |
298,716 | |||||||
| IBRD 0.5% 04/15/2016 |
2,949,444 | |||||||
| INTL FIN CORP .875% 06/15/18 |
1,535,980 | |||||||
| JPMORGAN CHASE 3.15% 7/05/16 |
603,126 | |||||||
| JPMC CO 1.625% 5/15/18 |
858,202 | |||||||
| JPMCC 2005-LDP2 A3 4.697 7/42 |
137,145 | |||||||
26
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| JPMCC 2006-LDP7 A1A CSTR 4/45 | Actively Managed Global Wrap Underlying Investments | $ | 657,326 | |||||
| JPMCC 2006-CB16 A1A 5.546 5/45 | 1,077,296 | |||||||
| JPMCC 2007-LD11 A2 CSTR 6/49 | 154,484 | |||||||
| JPMCC 2012-C6 A2 2.2058% 5/45 | 418,187 | |||||||
| JPMCC 2013-C10 .7302% 12/15/47 | 221,884 | |||||||
| JPMCC 13-LC11 A1 .7664% 04/46 | 482,976 | |||||||
| LBUBS 2006-C6 A4 5.372% 9/39 | 153,124 | |||||||
| LBUBS 2004-C8 4.799% 12/29 | 381,583 | |||||||
| LBUBS 2005-C1 AAB CSTR 2/30 | 47,378 | |||||||
| LBUBS 05-C1 A1A 4.581% 2/15/30 | 519,243 | |||||||
| MANU&TRD NT PRG 1.45% 3/7/18 | 1,431,080 | |||||||
| MANITOBA (PROV) 1.125% 6/1/18 | 1,113,147 | |||||||
| MASSMUTUAL GLB 3.125 4/16 144A | 880,624 | |||||||
| MASSMUTUAL GLBL 2% 4/5/17 144A | 441,220 | |||||||
| MASSMUTUAL GBL 2.1 8/2/18 144A | 634,086 | |||||||
| MBALT 2013-B A3 1.06% 07/16 | 669,298 | |||||||
| MBALT 2013-A A3 .59% 02/16 | 800,659 | |||||||
| MBART 2013-1 A3 0.78% 08/17 | 531,359 | |||||||
| MLMT 05-CKI1 A1A CSTR 11/37 | 199,389 | |||||||
| MLMT 2006-C2 A1A CSTR 8/43 | 702,110 | |||||||
| MET LIFE GLBL 2.5 9/29/15 144A | 633,190 | |||||||
| MET LIFE GLBL 1.5 1/18 144A | 1,087,016 | |||||||
| MET LIFE 1.875% 6/22/18 144A | 368,165 | |||||||
| MICROSOFT CORP .875% 11/15/17 | 134,976 | |||||||
| MICROSOFT CORP 3.625% 12/15/23 | 666,584 | |||||||
| MIDAMERICAN ENE 2.4% 03/15/19 | 648,474 | |||||||
| MLCFC 2006-3 A4 CSTR 7/46 | 1,772,163 | |||||||
27
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| MIZUHO CORP 1.85% 3/21/18 144A | Actively Managed Global Wrap Underlying Investments | $ | 910,801 | |||||
| MSC 2006-IQ11 A1A CSTR 10/42 | 850,389 | |||||||
| MORGAN STANLEY 4.1% 1/26/15 | 219,859 | |||||||
| MSC 2006-HQ9 A4 CSTR 7/44 | 440,338 | |||||||
| MSBAM 2012-C5 A1 .916% 8/45 | 353,176 | |||||||
| MSBAM 2012-C5 A2 1.972% 8/45 | 742,748 | |||||||
| NCUA GTD NTS MA 1.4% 6/12/15 | 582,265 | |||||||
| NEW YORK LIFE 1.3% 10/17 144A | 1,163,751 | |||||||
| NAROT 2013-A A3 .50% 5/17 | 829,754 | |||||||
| NALT 2013-A A3 .61% 04/16 | 870,118 | |||||||
| NAROT 2013-B A3 0.84% 11/17 | 742,161 | |||||||
| NORDEA BK AG .875% 5/16 144A | 652,465 | |||||||
| NEF 2005-1 A5 4.74% 10/45 | 171,817 | |||||||
| PNCFUND MTN 3.625% 2/8/15 | 487,703 | |||||||
| PNC BK NA 1.3% 10/3/16 | 641,307 | |||||||
| PHILIP MORS INT 1.875% 1/15/19 | 541,535 | |||||||
| PRICOA GLBL F 1.6% 5/18 144A | 635,543 | |||||||
| PROCTER & GAMBLE 1.8% 11/15/15 | 385,553 | |||||||
| PROCTER & GAMBLE 1.6% 11/15/18 | 763,515 | |||||||
| RABOBANK NDL 1.7% 3/19/18 | 2,757,695 | |||||||
| ROYAL BK CAN GL .85% 03/08/16 | 153,187 | |||||||
| ROYAL BK CANADA 2.3% 7/20/16 | 186,875 | |||||||
| SLMA 2012-7 A2 1ML+28 9/19 | 398,662 | |||||||
| SLMA 2013-1 A1 1ML+15 1/17 | 549,349 | |||||||
| SANOFI AVENTIS 2.625% 3/29/16 | 454,182 | |||||||
| SUMITOMO BKG 1.9% 1/12/15 144A | 417,665 | |||||||
| SUMITOMO MITSUI BKG 1.8% 7/17 | 1,340,303 | |||||||
28
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| TARGET CORP 1.125% 7/18/14 | Actively Managed Global Wrap Underlying Investments | $ | 199,802 | |||||
| TENN VLY AUTH 1.75% 10/15/18 | 848,158 | |||||||
| TORONTO DOM BK 2.5% 7/14/16 | 879,945 | |||||||
| TORONTO DOMINI 2.375% 10/19/16 | 417,161 | |||||||
| TORONTO DOM 1.4% 4/30/18 | 867,640 | |||||||
| TOTAL CAP CDA L 1.45% 01/15/18 | 482,502 | |||||||
| TOTAL CAPITAL SA 1.5% 2/17/17 | 446,246 | |||||||
| TOYOTA MOTOR CRD 1.25% 10/5/17 | 688,974 | |||||||
| TAOT 2013-A A3 .55% 01/17 | 500,055 | |||||||
| UBSBB 2012-C2 A1 1.006% 5/63 | 308,072 | |||||||
| UBSCM 2012-C1 A1 1.032% 5/45 | 183,897 | |||||||
| UBSCM 2012-C1 A2 2.180% 5/45 | 367,044 | |||||||
| UBSBB 2012-C4 A1 .6728 12/45 | 251,996 | |||||||
| USAA CAPITAL 1.05% 9/14 144A | 477,391 | |||||||
| USAA CAP CO 2.25% 12/13/16 144 | 422,623 | |||||||
| UBSBB 2013-C6 A1 .805% 4/46 | 257,108 | |||||||
| UNION BK NA 3% 6/6/16 | 902,100 | |||||||
| UST NOTES 0.625% 12/15/16 | 1,849,852 | |||||||
| USTN 1.5% 12/31/18 | 8,815,138 | |||||||
| USTN 1.75% 7/31/15 | 40,359,994 | |||||||
| USTN 1.375% 9/30/18 | 3,651,724 | |||||||
| USTN 1% 9/30/16 | 34,756,575 | |||||||
| USTN .875% 11/30/16 | 56,510,210 | |||||||
| USTN .875% 1/31/17 | 269,233 | |||||||
| USTN .875% 4/30/17 | 13,631,793 | |||||||
| USTN .750% 6/30/17 | 8,927,318 | |||||||
| UST NOTES 0.25% 10/31/15 | 25,353,125 | |||||||
29
Marathon Petroleum Thrift Plan
EIN 31-1537655, Plan Number 010
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
| (a) | (b) | (c) | (d) | |||||
| Identity of Issue, Borrower | Current | |||||||
| Lessor or Similar Party | Description of Investment | Value | ||||||
| UST NOTES 1.25% 10/31/18 | Actively Managed Global Wrap Underlying Investments | $ | 13,311,552 | |||||
| VALET 2013-1 A3 .56% 8/17 | 679,246 | |||||||
| VWALT 2013-A A3 0.84% 07/16 | 552,390 | |||||||
| VALET 2013-2 A4 1.16% 03/20/20 | 621,031 | |||||||
| WFRBS 13-C14 A1 .836% 6/15/46 | 175,606 | |||||||
| WFRBS 2013-C14 A2 2.133% 6/46 | 169,884 | |||||||
| WFRBS 2011-C5 A1 1.456 11/44 | 83,468 | |||||||
| WFRBS 2012-C8 A1 .864% 8/45 | 205,593 | |||||||
| WFRBS 2012-C8 A2 1.881% 8/45 | 410,647 | |||||||
| WFRBS 2013-C11 A1 .799% 03/45 | 131,351 | |||||||
| WFRBS 13-C13 A1 0.778% 5/45 | 181,034 | |||||||
| WBCMT 06-C23 A1A CSTR 1/45 | 772,938 | |||||||
| WBCMT 2006-C23 A5 CSTR 1/45 | 811,310 | |||||||
| WBCMT 06-C24 A1A CSTR 3/45 | 453,122 | |||||||
| WBCMT 2006-C25 A5 CSTR 5/43 | 219,654 | |||||||
| WBCMT 05-C16 APB 4.692% 10/41 | 63,766 | |||||||
| WBCMT 2006-C26 A 1ACSTR 6/45 | 530,619 | |||||||
| WBCMT 2006-C29 A 1A5.297 11/48 | 383,525 | |||||||
| WBCMT 2007-C31A A2 5.421% 4/47 | 212,977 | |||||||
| WAL-MART STORES 1.125% 4/18 | 882,089 | |||||||
| WFCM 2013-LC12 A1 1.676% 7/46 | 697,900 | |||||||
| WESTPAC BANKING CRP 2% 8/14/17 | 811,556 | |||||||
| WPACBKG 0.95% 01/12/16 | 951,787 | |||||||
| WOLS 2012-A A3 0.93% 11/15 | 280,797 | |||||||
| WOART 2013-A A3 .64% 4/16/18 | 379,713 | |||||||
| WOLS 2013-A A3 1.10% 12/16 | 803,235 | |||||||
| Total Fair Value of Underlying Investments | $ | 435,636,761 | ||||||
30
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Marathon Petroleum Thrift Plan | ||||||
| Date: June 24, 2014 | By: | /s/ Rodney P. Nichols | ||||
| Rodney P. Nichols | ||||||
| Plan Administrator | ||||||
31