UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10‑Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from______________to __________

Commission File Number 1‑35143

ANDEAVOR LOGISTICS LP
(Exact name of registrant as specified in its charter)
Delaware
ANDXLOGOA15.JPG
27‑4151603
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
 
 
 
 
19100 Ridgewood Pkwy, San Antonio, Texas 78259-1828
(Address of principal executive offices) (Zip Code)
 
210-626-6000
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
þ
 
Accelerated filer
o
 
 
Non-accelerated filer
o  (Do not check if a smaller reporting company)
 
Smaller reporting company
o
 
 
 
 
 
Emerging growth company
o
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

There were 217,187,916 common units of the registrant outstanding at May 3, 2018 .
 


Table of Contents

Andeavor Logistics LP
Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2018

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


This Quarterly Report on Form 10-Q (including documents incorporated by reference herein) contains statements with respect to our expectations or beliefs as to future events. These types of statements are “forward-looking” and subject to uncertainties. See “Important Information Regarding Forward-Looking Statements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2.

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Financial Statements
 


Part I - Financial Information

Item 1. Financial Statements

Andeavor Logistics LP
Condensed Statements of Consolidated Operations
(Unaudited)

 
Three Months Ended March 31,
 
2018
 
2017
 
(In millions, except per unit amounts)
Revenues:
 
 
 
Affiliate
$
318

 
$
203

Third-party
217

 
217

Total Revenues
535

 
420

Costs and Expenses:
 
 
 
NGL expense (excluding items shown separately below)
48

 
59

Operating expenses (excluding depreciation and amortization)
190

 
126

Depreciation and amortization expenses
80

 
58

General and administrative expenses
27

 
27

Operating Income
190

 
150

Interest and financing costs, net
(54
)
 
(62
)
Equity in earnings of equity method investments
2

 
2

Other income, net
1

 
2

Net Earnings Attributable to Partners
139

 
92

Preferred unitholders’ interest in net earnings
(14
)
 

General partner’s interest in net earnings, including incentive distribution rights

 
(37
)
Limited Partners’ Interest in Net Earnings
$
125

 
$
55

 
 
 
 
Net earnings per limited partner unit
 
 
 
Common - basic
$
0.59

 
$
0.51

Common - diluted
$
0.59

 
$
0.51

 
 
 
 
Weighted average limited partner units outstanding
 
 
 
Common units - basic
217.2

 
104.8

Common units - diluted
217.4

 
104.9

 
 
 
 
Cash distributions paid per unit
$
1.000

 
$
0.910



The accompanying notes are an integral part of these condensed consolidated financial statements.

 
 
March 31, 2018  | 3

Financial Statements


Andeavor Logistics LP
Condensed Consolidated Balance Sheets
(Unaudited)

 
March 31,
2018
 
December 31,
2017
 
(In millions, except unit amounts)
Assets
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
27

 
$
75

Receivables, net of allowance for doubtful accounts
 
 
 
Trade and other
198

 
219

Affiliate
166

 
184

Prepayments and other current assets
40

 
27

Total Current Assets
431

 
505

Property, Plant and Equipment, Net
 
 
 
Property, plant and equipment, at cost
6,381

 
6,295

Accumulated depreciation
(945
)
 
(882
)
Property, Plant and Equipment, Net
5,436

 
5,413

Acquired Intangibles, Net
1,140

 
1,153

Goodwill
684

 
692

Equity Method Investments
312

 
320

Other Noncurrent Assets, Net
106

 
86

Total Assets
$
8,109

 
$
8,169

 
 
 
 
Liabilities and Equity
 
 
 
Current Liabilities
 
 
 
Accounts payable
 
 
 
Trade and other
$
133

 
$
160

Affiliate
198

 
199

Accrued interest and financing costs
68

 
40

Other current liabilities
63

 
75

Total Current Liabilities
462

 
474

Debt, Net of Unamortized Issuance Costs
4,148

 
4,127

Other Noncurrent Liabilities
66

 
54

Total Liabilities
4,676

 
4,655

Commitments and Contingencies (Note 5)
 
 
 
Equity
 
 
 
Preferred unitholders; 600,000   units issued and outstanding in 2018 and 2017
594

 
589

Common unitholders;  217,170,024  units issued and outstanding (217,097,057 in 2017)
2,839

 
2,925

Total Equity
3,433

 
3,514

Total Liabilities and Equity
$
8,109

 
$
8,169



The accompanying notes are an integral part of these condensed consolidated financial statements.

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Financial Statements
 


Andeavor Logistics LP
Condensed Statements of Consolidated Cash Flows
(Unaudited)

 
Three Months Ended March 31,
 
2018
 
2017
 
(In millions)
Cash Flows From (Used In) Operating Activities
 
 
 
Net earnings
$
139

 
$
92

Adjustments to reconcile net earnings to net cash from operating activities:
 
 
 
Depreciation and amortization expenses
80

 
58

Other operating activities
10

 
8

Changes in current assets and liabilities
21

 
54

Changes in noncurrent assets and liabilities
(20
)
 
(5
)
Net cash from operating activities
230

 
207

Cash Flows Used In Investing Activities
 
 
 
Capital expenditures
(81
)
 
(49
)
Acquisitions

 
(672
)
Deposits for acquisitions
(10
)
 

Net cash used in investing activities
(91
)
 
(721
)
Cash Flows From (Used In) Financing Activities
 
 
 
Borrowings under revolving credit agreements
150

 
44

Repayments under revolving credit agreements
(130
)
 
(334
)
Proceeds from issuance of common units, net of issuance costs

 
281

Proceeds from issuance of general partner units, net of issuance costs

 
6

Quarterly distributions to common unitholders
(205
)
 
(94
)
Quarterly distributions to preferred unitholders
(8
)
 

Quarterly distributions to general partner

 
(46
)
Distributions in connection with acquisitions

 
(5
)
Capital contributions by affiliate
9

 
9

Other financing activities
(3
)
 

Net cash used in financing activities
(187
)
 
(139
)
Decrease in Cash and Cash Equivalents
(48
)
 
(653
)
Cash and Cash Equivalents, Beginning of Period
75

 
688

Cash and Cash Equivalents, End of Period
$
27

 
$
35



The accompanying notes are an integral part of these condensed consolidated financial statements.

 
 
March 31, 2018  | 5

Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 1 - Organization and Basis of Presentation

Organization

Andeavor Logistics LP (“Andeavor Logistics” or the “Partnership”) is a fee-based, growth-oriented Delaware limited partnership formed in December 2010 by Andeavor and its wholly-owned subsidiary, Tesoro Logistics GP, LLC (“TLGP”), our general partner, to own, operate, develop and acquire logistics and related assets and businesses. Unless the context otherwise requires, references in this report to “we,” “us,” “our,” or “ours” refer to Andeavor Logistics LP, one or more of its consolidated subsidiaries, or all of them taken as a whole. Unless the context otherwise requires, references in this report to “Andeavor” refer collectively to Andeavor and any of its subsidiaries, other than Andeavor Logistics, its subsidiaries and its general partner.

Principles of Consolidation and Basis of Presentation

Principles of Consolidation
Acquired assets from Andeavor, and the associated liabilities and results of operations, are collectively referred to as the “Predecessors.” See Note 1 of our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information regarding the acquired assets from Andeavor. The acquisition of logistics assets located in Anacortes, Washington in 2017 was immaterial to our condensed consolidated financial statements. While this acquisition is a common control transaction, prior periods have not been recast as these assets do not constitute a business in accordance with ASU 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”).

The interim condensed consolidated financial statements and notes thereto have been prepared by management without audit according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and 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.

Basis of Presentation
We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). However, certain information and notes normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. Management believes that the disclosures presented herein are adequate to present the information fairly. The accompanying interim 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, 2017 . Certain prior year balances have been aggregated or disaggregated in order to conform to the current year presentation, including the adoption of recent accounting standards discussed further below.

We are required under U.S. GAAP to make estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented. We review our estimates on an ongoing basis using 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 of the Partnership for any interim period are not necessarily indicative of results for the full year.

Cost Classifications
Natural gas liquids (“NGL”) expense results from the cost of NGL purchases under our percent of proceeds (“POP”) arrangements, as well as the non-cash gross presentation of replacement dry gas under our keep-whole arrangements.

Operating expenses are comprised of direct operating costs including costs incurred for direct labor, repairs and maintenance, outside services, chemicals and catalysts, utility costs, including the purchase of electricity and natural gas used by our facilities, property taxes, environmental compliance costs related to current period operations, rent expense and other direct operating expenses incurred in the provision of services.

Depreciation and amortization expenses consist of the depreciation and amortization of property, plant and equipment, deferred charges and intangible assets. General and administrative expenses represent costs that are not directly or indirectly related to or otherwise are not allocated to our operations. NGL expense, direct operating expenses, and depreciation and amortization expenses recognized by our Terminalling and Transportation, Gathering and Processing, and Wholesale segments constitute costs of revenue as defined by U.S. GAAP.


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Notes to Condensed Consolidated Financial Statements (Unaudited)
 

Financial Instruments

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 and the expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk.

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. The borrowings under our amended revolving credit facility (the “Revolving Credit Facility”) and our dropdown credit facility (“Dropdown Credit Facility”), which include a variable interest rate, approximate fair value. The carrying value and fair value of our debt were both approximately $4.2 billion as of March 31, 2018 , and were approximately $4.2 billion and $4.3 billion at December 31, 2017 , respectively. These carrying and fair values of our debt do not consider the unamortized issuance costs, which are netted against our total debt.

New Accounting Standards and Disclosures

Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” to replace existing revenue recognition rules with a single comprehensive model to use in accounting for revenue arising from contracts with customers. Under this ASU and the associated subsequent amendments (collectively, “ASC 606”), revenue is recognized when a customer obtains control of promised goods or services for an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, ASC 606 requires expanded disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

We adopted ASC 606 on January 1, 2018 utilizing the modified retrospective method. We recognized a $22 million reduction to the opening balance of partners’ equity as of January 1, 2018 for the cumulative effect adjustment related to contracts in process but not substantially complete as of that date. We reflected the aggregate impact of all modifications executed and effective as of January 1, 2018 in applying the new standard to these contracts. The cumulative effect adjustment is primarily related to the period over which revenue is recognized on contracts for which customers pay minimum throughput volume commitments and contain claw-back provisions. Additionally, upon the adoption of ASC 606, the gross versus net presentation of certain contractual arrangements and taxes has changed as further described in Note 7. The current period results and balances are presented in accordance with ASC 606, while comparative periods continue to be presented in accordance with the accounting standards in effect for those periods.

For the period ending March 31, 2018, we recorded lower revenue of $566 million and correspondingly $566 million in lower costs and expenses, for presentation impacts of applying ASC 606. These impacts were primarily associated with the netting of revenues and costs associated with our fuel purchase and supply arrangements with Andeavor, as further described in Note 7 . We recorded an additional $2 million in revenues during the three months ended March 31, 2018 as a result of applying the new standard, associated with minimum volume commitments. There were no material impacts during the period to the condensed consolidated balance sheets or condensed statement of consolidated cash flows, as a result of the adoption.

Leases
In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either a financing lease or operating lease with classification affecting the pattern of expense recognition in the condensed statements of consolidated operations and presentation of cash flows in the condensed statements of consolidated cash flows. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in March 2018, the FASB approved another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, we would recognize a cumulative effect adjustment to the opening balance of partners’ equity in the period of adoption. We expect to elect the optional transition method and will not early adopt the standard.

We are progressing through our implementation plan and continue to evaluate the impact of the standard on our business processes, accounting systems, controls and financial statement disclosures. In addition, we continue to assess the impact in certain areas where industry consensus continues to be formed. While we are still working through our implementation plan, we do expect that the recognition of right-of-use assets and lease liabilities, which are not currently reflected on our condensed consolidated balance sheets, to have a material impact on total assets and liabilities. However, we do not expect the adoption of the standard to have a material impact on our condensed statements of consolidated operations or liquidity. At this time, we are

 
 
March 31, 2018  | 7

Notes to Condensed Consolidated Financial Statements (Unaudited)

unable to estimate the full impact of the standard until we progress further through our plan and the industry reaches a consensus on certain industry specific issues.

Credit Losses
In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which amends guidance on the impairment of financial instruments. The ASU requires the estimation of credit losses based on expected losses and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. While we are still evaluating the impact of ASU 2016-13, we do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

Pension and Postretirement Costs
In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which requires the current service-cost component of net benefit costs to be presented similarly with other current compensation costs for related employees on the statement of consolidated operations and stipulates that only the service cost component of net benefit cost is eligible for capitalization. Additionally, the Partnership will present other components of net benefit costs elsewhere on the condensed statements of consolidated operations since these costs are allocated to the Partnership’s financial statements by Andeavor. The amendments to the presentation of the condensed statements of consolidated operations in this update should be applied retrospectively while the change in capitalized benefit cost is to be applied prospectively. We adopted ASU 2017-07 as of January 1, 2018. Adoption of the standard resulted in an increase to interest and financing costs for the three months ended March 31, 2017 of $2 million with a corresponding increase to other income of $2 million with no impact to net earnings. ASU 2017-07 does not impact the condensed consolidated balance sheets or condensed statements of consolidated cash flows.

Note 2 - Acquisitions

Wamsutter Pipeline System

On May 1, 2018 , we completed our acquisition of the Wamsutter Pipeline System from Plains All American Pipeline, L.P for total consideration of $180 million . The system consists of pipelines that transport crude oil to another third-party pipeline system that supply the Salt Lake City area refineries, including Andeavor’s Salt Lake City refinery. We financed the acquisition using our Revolving Credit Facility. This acquisition is not material to our condensed consolidated financial statements.

Western Refining Logistics, LP Merger

Effective October 30, 2017, Andeavor Logistics closed its merger with Western Refining Logistics, LP (“WNRL”) (the “WNRL Merger”) exchanging all outstanding common units of WNRL with units of Andeavor Logistics, representing an equity value of $1.7 billion .

Andeavor Logistics accounted for the WNRL Merger as a common control transaction and, accordingly, inherited Andeavor’s basis in WNRL’s net assets. Andeavor accounted for the acquisition of WNRL using the acquisition method of accounting, which requires, among other things, that assets acquired at their fair values and liabilities assumed be recognized on the balance sheet as of the acquisition date, or June 1, 2017, the date Andeavor acquired WNRL. However, we accounted for the WNRL Merger as a reorganization of entities under common control, which requires us to recognize the assets and liabilities acquired using Andeavor’s basis. The purchase price allocation for the WNRL Merger is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, pending the completion of an independent valuation and other information as it becomes available to us. We expect that, as we obtain more information, the preliminary purchase price allocation disclosed below may change. Although the purchase price allocation is substantially complete, adjustments can be made through the end of Andeavor’s measurement period, which is not to exceed one year from the acquisition date. During the three months ended March 31, 2018, we recorded adjustments to our preliminary allocation to increase property, plant and equipment and reduce goodwill by $7 million .


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Notes to Condensed Consolidated Financial Statements (Unaudited)
 

Preliminary Acquisition Date Purchase Price Allocation (in millions)

Cash
$
22

Receivables
112

Inventories
11

Prepayments and Other Current Assets
25

Property, Plant and Equipment (a)
1,357

Goodwill
558

Acquired Intangibles
130

Other Noncurrent Assets
2

Accounts Payable
(167
)
Accrued Liabilities
(41
)
Debt
(347
)
Total purchase price
$
1,662


(a)
Estimated useful lives ranging from 3 to 22 years have been assumed based on the preliminary valuation.

Goodwill
We evaluated several factors that contributed to the amount of goodwill presented above. These factors include the acquisition of a logistics business located in advantageous areas where there is crude oil marketing capabilities and meaningful refining offtake with an assembled workforce that cannot be duplicated at the same costs by a new entrant. Further, the WNRL Merger provides a platform for future growth through operating efficiencies Andeavor Logistics expects to gain from the application of best practices across the combined company and an ability to realize synergies from the geographic diversification of Andeavor Logistics’ business and rationalization of general and administrative costs. We have preliminarily allocated $267 million , $202 million and $89 million of goodwill to the Gathering and Processing, Terminalling and Transportation, and Wholesale segments, respectively.

Property, Plant and Equipment
The fair value of property, plant and equipment is $1.4 billion . This preliminary fair value is based on a valuation using a combination of the income, cost and market approaches. The useful lives of acquired assets have been aligned to similar assets at Andeavor Logistics.

Acquired Intangible Assets
We estimated the fair value of the acquired identifiable intangible assets at $130 million . This fair value is based on a preliminary valuation completed for the business enterprise, along with the related tangible assets, using a combination of the income method, cost method and comparable market transactions. We recognized intangible assets associated with customer relationships of $130 million with third parties, all of which will be amortized on a straight-line basis over an estimated weighted average useful life of 15 years. The accumulated amortization of our finite life intangibles acquired from the WNRL Merger was $7 million as of March 31, 2018 . Amortization expense related to the acquired intangible assets is expected to be approximately $9 million per year for the next five years. Although we have substantially completed our valuation estimate and related evaluation of the useful lives; accordingly, future amortization of intangible assets related to customer relationships, these may be revised during the measurement period.

WNRL Revenues and Net Earnings
During the three months ended March 31, 2018 , we recognized $92 million in revenues and $45 million of net earnings related to the business acquired.

Pro Forma Financial Information
The following unaudited pro forma information combines the historical operations of Andeavor Logistics and WNRL, giving effect to the merger and related transactions as if they had been consummated on January 1, 2017, the beginning of the earliest period presented.

 
 
March 31, 2018  | 9

Notes to Condensed Consolidated Financial Statements (Unaudited)

Pro Forma Consolidated Revenues and Consolidated Net Earnings (in millions)

 
Three Months Ended
March 31, 2017
Revenues
$
1,024

Net earnings (a)
130


(a)
While many recurring adjustments impact the pro forma figures presented, the pro forma condensed statements of consolidated operations for the three months ended March 31, 2017, the period the acquisition was assumed to be completed for pro forma purposes, includes a significant non-recurring adjustment to recognize the WNRL Merger acquisition and integration costs. We recognized acquisition costs related to the WNRL Merger of  $17 million as well as  $3 million  of severance costs.

Note 3 - Related-Party Transactions

Affiliate Agreements

The Partnership has various long-term, fee-based commercial agreements with Andeavor, under which we provide terminal distribution, storage services, pipeline transportation, crude oil, natural gas and produced water gathering and processing, wholesale, and trucking services to Andeavor, and Andeavor commits to provide us with minimum monthly throughput volumes of crude oil, refined products and other. If, in any calendar month, Andeavor fails to meet its minimum volume commitments under these agreements, it will be required to pay us a shortfall payment. For the NGLs that we handle under keep-whole agreements, the Partnership transfers the commodity risk exposure associated with these keep-whole agreements to Andeavor (“Keep-Whole Commodity Agreement”). Under the Keep-Whole Commodity Agreement with Andeavor, Andeavor pays us a processing fee for NGLs related to the keep-whole agreements and delivers replacement dry gas to the producers on our behalf. We then pay Andeavor a marketing fee in exchange for assuming the commodity risk. The terms and pricing of this agreement are subject to revision each year.

In addition, we have agreements for the provision of various general and administrative services by Andeavor. Under our partnership agreement, we are required to reimburse TLGP and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our amended omnibus agreement (the “Amended Omnibus Agreement”) or our amended secondment agreement (the “Amended Secondment Agreement”), TLGP determines the amount of these expenses. The Amended Omnibus Agreement and the Amended Secondment Agreement were amended and restated in connection with the WNRL Merger. Under the terms of the Amended Omnibus Agreement in effect as of March 31, 2018 , we are required to pay Andeavor an annual corporate services fee of $13 million for the provision of various centralized corporate services, including executive management, legal, accounting, treasury, human resources, health, safety and environmental, information technology, certain insurance coverage, administration and other corporate services. Andeavor charged the Partnership $6 million and $5 million pursuant to the Amended Secondment Agreement for the three months ended March 31, 2018 and 2017 , respectively. Additionally, pursuant to the Amended Omnibus Agreement and Amended Secondment Agreement, we reimburse Andeavor for any direct costs incurred by Andeavor in providing other operational services with respect to certain of our other assets and operations.

Summary of Affiliate Transactions

Summary of Revenue and Expense Transactions with Andeavor (in millions)

 
Three Months Ended
March 31,
 
2018
 
2017
Revenues (a)
$
318

 
$
203

Operating expenses (b)
51

 
39

General and administrative expenses
20

 
20


(a)
Andeavor accounted for 59% and 48% of our total revenues for the three months ended March 31, 2018 and 2017 , respectively.
(b)
Net of reimbursements from Andeavor pursuant to the Amended Omnibus Agreement, the Carson Assets Indemnity Agreement and other affiliate agreements of $7 million and $2 million for the three months ended March 31, 2018 and 2017 , respectively.


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Notes to Condensed Consolidated Financial Statements (Unaudited)
 

Distributions
In accordance with our partnership agreement, the unitholders of our limited partner interests are entitled to receive quarterly distributions of available cash. During the three months ended March 31, 2018 , we paid quarterly cash distributions of $115 million to Andeavor, net of $12.5 million waived by Andeavor and its affiliates. On April 18, 2018 , we declared a quarterly cash distribution of $1.015 per unit, which will be paid on May 15, 2018 . The distribution will include a payment of $115 million to Andeavor, net of $15 million waived by Andeavor and its affiliates. TLGP’s distribution waivers for 2018 and 2019 remain in effect as instituted in 2017 under the terms of our partnership agreement.

Note 4 - Debt

Debt Balance, Net of Unamortized Issuance Costs (in millions)

 
March 31,
2018
 
December 31, 2017
Total debt
$
4,201

 
$
4,182

Unamortized issuance costs
(52
)
 
(54
)
Current maturities
(1
)
 
(1
)
Debt, Net of Current Maturities and Unamortized Issuance Costs
$
4,148

 
$
4,127


Available Capacity Under Credit Facilities (in millions)

 
Total
Capacity
 
Amount Borrowed as of March 31, 2018
 
Outstanding
Letters of Credit
 
Available Capacity as of March 31, 2018
 
Weighted Average Interest Rate
 
Expiration
Revolving Credit Facility (a)
$
1,100

 
$
443

 
$

 
$
657

 
3.59
%
 
January 29, 2021
Dropdown Credit Facility
1,000

 

 

 
1,000

 
%
 
January 29, 2021
Total Credit Facilities (a)
$
2,100

 
$
443

 
$

 
$
1,657

 
 
 
 

(a)
On January 5, 2018, we amended our Revolving Credit Facility to increase the aggregate commitments from $600 million to $1.1 billion and to permit the incurrence of incremental loans. We are allowed to request that the loan availability be increased up to an aggregate of $2.1 billion , subject to receiving increased commitments from the lenders.

Note 5 - Commitments and Contingencies

In the ordinary course of business, we may become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. The outcome of these matters cannot always be predicted accurately, but we will accrue liabilities for these matters if the amount is probable and can be reasonably estimated. While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, we believe there would be no material impact on our consolidated financial statements.

Note 6 - Equity and Net Earnings per Unit

We had  89,280,638  common public units and  600,000   6.875% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Preferred Units”) outstanding as of  March 31, 2018 . Additionally, Andeavor owned  127,889,386  of our common units, constituting approximately  59%  ownership interest in us. Andeavor also held  80,000  Andeavor Logistics TexNew Mex units and 2,202,880 non-economic general partner units as of  March 31, 2018 .

Andeavor and Marathon Petroleum Corporation (“MPC”) entered into an Agreement and Plan of Merger, dated as of April 29, 2018 (the “MPC Merger Agreement”), under which MPC will acquire all outstanding shares of Andeavor. The MPC Merger Agreement contains customary representations, warranties and covenants. As a subsidiary of Andeavor, the MPC Merger Agreement limits our ability to issue additional common or preferred units, with certain exceptions as outlined in the MPC Merger Agreement, and from incurring any additional indebtedness outside the ordinary course of business. However, the MPC Merger Agreement allows us to continue paying the regular quarterly distributions on our common units including regular increases consistent with our past practices. Additionally, the MPC Merger Agreement allows us to continue paying the scheduled distribution on our Preferred Units. The transaction was unanimously approved by the boards of directors of both companies and is subject to regulatory and other customary closing conditions, including approvals from the shareholders of each company.


 
 
March 31, 2018  | 11

Notes to Condensed Consolidated Financial Statements (Unaudited)

Changes to Equity (in millions)

 
Partnership
 
Total
 
Common
 
Preferred
 
Balance at December 31, 2017
$
2,925

 
$
589

 
$
3,514

Distributions to common and preferred unitholders (a)
(205
)
 
(8
)
 
(213
)
Net earnings attributable to partners
125

 
14

 
139

Cumulative effect of accounting standard adoption
(22
)
 

 
(22
)
Contributions (b)
16

 

 
16

Other

 
(1
)
 
(1
)
Balance at March 31, 2018
$
2,839

 
$
594

 
$
3,433


(a)
Represents cash distributions declared and paid during the three months ended March 31, 2018 .
(b)
Includes Andeavor and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement.

Cash Distributions

Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the limited partner unitholders will receive.

Quarterly Distributions on common units

Quarter Ended
Quarterly Distribution Per Common Unit
 
Total Cash Distribution
(in millions)
 
Date of Distribution
 
Unitholders Record Date
December 31, 2017 (a)
$
1.000

 
$
205

 
February 14, 2018
 
January 31, 2018
March 31, 2018 (a)(b)(c)
1.015

 
205

 
May 15, 2018
 
May 1, 2018

(a)
This distribution is net of $15 million and $12.5 million waived by TLGP for the three months ended March 31, 2018 and December 31, 2017, respectively. TLGP’s distribution waivers for 2018 and 2019 remain in effect as instituted in 2017 under the terms of our partnership agreement.
(b)
This distribution was declared on April 18, 2018 and will be paid on the date of distribution.
(c)
On February 15, 2018, we paid distributions associated with our Preferred Units of $8 million .

Net Earnings per Unit

Prior to the WNRL Merger, we used the two-class method when calculating the net earnings per unit applicable to limited partners, because we had more than one participating security consisting of limited partner common units, general partner units and incentive distribution rights (“IDRs”). Net earnings earned by the Partnership were allocated between the limited and general partners in accordance with our partnership agreement. At the effective time of the WNRL Merger, the IDRs were canceled (the “IDR Exchange”) and the general partner units were converted into a non-economic general partner interest in Andeavor Logistics (together with the IDR Exchange, the “IDR/GP Transaction”). As a result, the general partner units no longer participate in earnings or distributions, including IDRs. With the issuance of the Preferred Units, earnings are allocated first to the Preferred Units to equal their fixed distribution rate. We base our calculation of net earnings per unit using the weighted-average number of common limited partner units outstanding during the period.


12  |
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Notes to Condensed Consolidated Financial Statements (Unaudited)
 

Net Earnings per Unit (in millions, except per unit amounts)

 
Three Months Ended
March 31,
 
2018
 
2017
Net earnings
$
139

 
$
92

Special allocations of net earnings (“Special Allocations”) (a)

 
1

Net earnings, including Special Allocations
139

 
93

Distributions on Preferred Units (b)
(10
)
 

Net earnings attributable to common units
129

 
93

General partner’s distributions

 
(3
)
General partner’s IDRs (c)

 
(36
)
Limited partners’ distributions on common units
(205
)
 
(101
)
Distributions on common units greater than earnings
$
(76
)
 
$
(47
)
General partner’s earnings:
 
 
 
Distributions
$

 
$
3

General partner’s IDRs (c)

 
36

Allocation of distributions greater than earnings

 
(1
)
Total general partner’s earnings
$

 
$
38

Limited partners’ earnings on common units:
 
 
 
Distributions (d)
$
205

 
$
101

Special Allocations (a)

 
(1
)
Allocation of distributions greater than earnings
(76
)
 
(46
)
Total limited partners’ earnings on common units
$
129

 
$
54

Weighted average limited partner units outstanding:
 
 
 
Common units - basic
217.2

 
104.8

Common units - diluted (e)
217.4

 
104.9

Net earnings per limited partner unit:
 
 
 
Common - basic
$
0.59

 
$
0.51

Common - diluted
$
0.59

 
$
0.51


(a)
Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions fully allocated to the general partner and any special allocations. The adjustment reflects the special allocation to common units held by TLGP for the interest incurred in connection with borrowings on the Revolving Credit Facility in lieu of using all cash on hand to fund the acquisition of crude oil, natural gas and produced water gathering systems and two natural gas processing facilities from Whiting Oil and Gas Corporation, GBK Investments, LLC and WBI Energy Midstream, LLC (the “North Dakota Gathering and Processing Assets”) during the three months ended March 31, 2017 .
(b)
The Preferred Units entitle unitholders to receive preferred distributions on a semi-annually basis.
(c)
IDRs entitled the general partner to receive increasing percentages, up to 50% , of quarterly distributions in excess of $0.3881 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017 . Our general partner no longer receives IDRs as a result of the IDR/GP Transaction.
(d)
Distributions of earnings for limited partners’ common units for the three months ended March 31, 2018 is net of a $15.0 million waiver from Andeavor in connection with the WNRL Merger.
(e)
Diluted net earnings per unit include the effects of potentially dilutive units on our common units, which consist of unvested service and performance phantom units.

Note 7 - Revenues

We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. For the three months ended March 31, 2018 , revenues from contracts with customers were $454 million , which excludes lease revenues of $81 million . Upon adoption of ASC 606, revenue is recognized net of amounts collected from customers for taxes assessed by governmental authorities on, and concurrent with, specific revenue-producing transactions.

 
 
March 31, 2018  | 13

Notes to Condensed Consolidated Financial Statements (Unaudited)

Service Revenue
We generate service revenue for gathering and transporting crude oil, natural gas and water; processing and fractionating natural gas and NGLs; and terminalling, transporting, and storing crude oil and refined products. We perform these services under various contractual arrangements with our customers. Under fee-based arrangements, we receive a fixed rate per volumetric unit for services we provide. For many of these fee-based arrangements, customers are required to make deficiency payments when they do not meet their minimum throughput volume commitments. Some of these contracts allow our customers to claw-back all or a portion of prior deficiency payments against excess volumes in future periods. Under keep-whole arrangements, we gather and process natural gas from producer-customers, retain and sell extracted NGLs, and return to the producer replacement dry gas (“shrink gas”) with an equivalent British thermal unit content of the NGLs retained. For these arrangements, we receive from the producer a combination of fixed rate-per unit of cash consideration as well as non-cash consideration in the form of retained NGLs. Other agreements with producers consist of POP arrangements for which we gather and purchase natural gas from the producers, process purchased natural gas, and sell resulting NGLs and shrink gas at market prices. Reimbursements of certain costs and fees received under these purchase arrangements are recorded as a reduction to costs. See further discussion below on our accounting for product revenues related to the sales of products resulting from our processing activities.

We recognize service revenue over time, as customers simultaneously receive and consume the related benefits of the services that we stand ready to provide. Revenue is recognized using an output measure, such as the throughput volume or capacity utilization, as these measures most accurately depict the satisfaction of our performance obligations. Where contracts contain variable pricing terms, the variability is either resolved within the reporting period, or the variable consideration is allocated to the specific unit of service to which it relates. Deficiency payments under contracts with claw-back provisions are deferred and recognized as revenue as customers reclaim amounts by throughputting excess volumes. To the extent it is probable a customer will not recover all or a portion of the deficiency payment, the estimated residual deficiency is recognized ratably over the claw-back period. Payments for services rendered are generally received no later than 60 days from the month of service, with the exception of deficiency payments described above.

For our keep-whole arrangements, we recognize service revenue for the fair value of non-cash consideration we receive in the form of NGLs, and NGL expense for shrink gas we provide back to our customers. We obtain control of the NGLs we receive from our customers and we bear the inventory risk, have discretion in establishing price and have the ability to direct their use. We estimate the fair value of non-cash consideration at the date we obtain control of the respective NGLs, using monthly average published price of underlying commodity adjusted for location differences and commodity specifications.

We experience volume gains and losses, which we sometimes refer to as imbalances, within our pipelines, terminals and storage facilities due to pressure and temperature changes, evaporations and variances in meter reading in other measurement methods. Some of our arrangements require us to bear losses when actual volume losses exceed a contractually specified percentage. Similarly, we receive a benefit when actual volume losses are lower than the contractually specified percentage. For gains and losses which are cash settled, we include the settlement amounts in our service revenues. We recognize non-cash consideration for the stated percentage of commodity we retain and control. We record this non-cash consideration at fair value in service revenue on a gross basis in service revenue and operating expense. Losses in excess of the stated percentage are recorded in operating expenses. When losses are lower than the stated percentage, proceeds from the sale of the retained NGLs are recorded in service revenue. The total amount of service revenue and NGL expense recorded associated with these arrangements is not material to our condensed statement of consolidated operations.

Product Revenue
We generate product revenue from the sale of NGLs and related products along with the sale of gasoline and diesel fuel within our wholesale business. We sell NGLs, shrink gas and condensate using natural gas we acquire from producers under our POP arrangements. We record revenues for the sale of these NGLs and related products at market prices, and record the payments to producers for the agreed-upon percentage of the total sales proceeds as NGL expense, net of certain charges, which is reported within costs and expenses in our condensed statement of consolidated operations.

We have certain fuel purchase and sale arrangements with Andeavor under which we receive certain minimum guaranteed margins with upside potential on a certain portion of our branded and unbranded fuel sales. Andeavor retains control of fuel and is the principal in these affiliate arrangements. Therefore, we net the purchase and sale of fuel in our condensed consolidated statements of operations.

Our product sales arrangements are for specified goods for which enforceable rights and obligations are created when sales volumes are determined, which typically occurs as orders are issued or spot sales are made, but may be determined at contract inception. Each barrel, gallon or other unit of measure of product, is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated based on stand-alone selling price. We use observable market prices for the products we sell to determine the stand-alone selling price of each separate performance obligation. Product revenues are recognized at a point-in-time, which generally occurs upon delivery and transfer of title to the customer. Payments for product sales are generally received within 30 days from when control has transferred.


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Notes to Condensed Consolidated Financial Statements (Unaudited)
 

Other Arrangements
Based on the terms of certain storage and other agreements primarily with Andeavor, we are considered to be the lessor under these implicit operating lease arrangements. Income from these leases is excluded from the scope of the new revenue standard.

Customer Contract Assets

Our receivables are generated primarily from contracts with customers. Our payment terms vary by product or service type. The period between invoicing and payment is not significant, and our assets associated with contracts with customers consist primarily of billed accounts receivable, which are included in receivables, net of allowance for doubtful accounts in our condensed consolidated balance sheets. Our contract assets include amounts recognized for deficiency payments associated with minimum volume commitments which have not been billed to customers. These contract assets are included in prepayments and other current assets in our condensed consolidated balance sheets.

Customer Contract Liabilities

For certain products or services, we receive payment in advance of when performance obligations are satisfied. These liabilities from contracts with customers consist primarily of certain deficiency payments for minimum volume commitments and customer reimbursements of costs for capital projects. Customer advances for capital projects are generally recognized over the contract term. We do not have a material impact for financing components associated with these customer advances. Payments for minimum volume commitments and other customer advances are included in deferred income within other current liabilities and other noncurrent liabilities based on timing of expected recognition, which may extend up to 15 years . During the three months ended March 31, 2018 , we recognized $14 million in revenue from contract liabilities existing as of January 1, 2018, after cumulative adjustments for the adoption of ASC 606.

Summary of Customer Contract Assets and Liabilities (in millions)

 
December 31, 2017
 
Adjustments for ASC 606 (a)
 
Balance at January 1, 2018
 
March 31, 2018
Receivables from contracts with customers
$
363

 
$
(34
)
 
$
329

 
$
325

Other contract assets

 
34

 
34

 
13

Deferred income, current
23

 

 
23

 
21

Deferred income, noncurrent
43

 
19

 
62

 
56


(a)
These amounts exclude balances associated with equity method investments. We recognized a cumulative adjustment of $3 million as a decrease to Equity Method Investments in our condensed consolidated balance sheets as of January 1, 2018 for the impacts related to our equity method investment in Three Rivers Gathering, LLC. There were no material impacts to this balance during the three months ended March 31, 2018 due to the adoption.

Remaining Performance Obligations
We do not disclose the value of unsatisfied performance obligations for contracts with original expected terms of one year or less or the value of variable consideration related to unsatisfied performance obligations, when such values are not required to be estimated for purposes of allocation and recognition. Revenues associated with remaining obligations under contracts with terms in excess of one year consist primarily of arrangements for which the customer has agreed to fixed consideration based on minimum throughput volume commitments or capacity utilization. As of March 31, 2018 , we had $4.2 billion of expected revenues from remaining performance obligations.

The future revenues from our service arrangements with fixed fees or minimum throughput volume commitments will be recognized over the period of performance to which the fixed fee or commitment relates, which primarily range from 1 year to 15 years . We expect approximately 80% of our total remaining obligations to be recognized within 5 years .

 
 
March 31, 2018  | 15

Notes to Condensed Consolidated Financial Statements (Unaudited)

Disaggregation

Revenue Disaggregation by Type and Product Line (in millions)

 
March 31, 2018
 
Terminalling and Transportation
 
Gathering and Processing
 
Wholesale
Service Revenues (a)
 
 
 
 
 
Refined products
$
203

 
$

 
$
6

Crude oil and water
26

 
87

 

Natural gas

 
98

 

Other
2

 

 

Total Service Revenues
231

 
185

 
6

 
 
 
 
 
 
Product Revenues
 
 
 
 
 
NGL products

 
104

 

Refined products

 

 
9

Total Product Revenues

 
104

 
9

Total Revenues
$
231

 
$
289

 
$
15


(a)
Includes $81 million of lease revenues for the three months ended March 31, 2018 .

Note 8 - Operating Segments

Our revenues are derived from three operating segments: Terminalling and Transportation, Gathering and Processing, and Wholesale. We evaluate the performance of our segments based primarily on segment operating income and net earnings before interest, income taxes, depreciation and amortization expenses (“EBITDA”). For the purposes of our operating segment disclosure, we present operating income as it is the most comparable measure to the amounts presented in our condensed statements of consolidated operations. Segment operating income includes those revenues and expenses that are directly attributable to management of the respective segment. Certain general and administrative expenses and interest and financing costs are excluded from segment operating income as they are not directly attributable to a specific operating segment.

Our Terminalling and Transportation segment consists of pipeline systems, including regulated common carrier refined products pipeline systems and other pipelines, which transport products and crude oil primarily from Andeavor’s refineries to nearby facilities, as well as crude oil and refined products terminals and storage facilities, marine terminals, asphalt terminals, rail-car unloading facilities, an asphalt trucking operation and a petroleum coke handling and storage facility.

Our Gathering and Processing segment consists of crude oil, natural gas and produced water gathering systems in the Bakken Shale/Williston Basin area of North Dakota and Montana, the Green River Basin, Uinta Basin, and Vermillion Basin in the states of Utah, Colorado and Wyoming, the Delaware Basin in the Permian Basin area of West Texas and Southern New Mexico, and in the San Juan Basin in the Four Corners area of Northwestern New Mexico. It also consists of gas processing and fractionation complexes in the Bakken Shale, Green River Basin, Uinta Basin and Vermillion Basin.

Our Wholesale segment includes the operations of several bulk petroleum distribution plants and a fleet of refined product delivery trucks that distribute commercial wholesale petroleum products primarily in Arizona, Colorado, Nevada, New Mexico and Texas. The refined product trucking business delivers a significant portion of the volumes sold by our Wholesale segment.


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Notes to Condensed Consolidated Financial Statements (Unaudited)
 

Segment Information (in millions)

 
Three Months Ended
March 31,
 
2018
 
2017
Revenues
 
 
 
Terminalling and Transportation:
 
 
 
Terminalling
$
198

 
$
145

Pipeline transportation
31

 
30

Other revenues
2

 

Total Terminalling and Transportation
231

 
175

Gathering and Processing:
 
 
 
NGL sales
104

 
83

Gas gathering and processing
85

 
80

Crude oil and water gathering
65

 
39

Pass-thru and other
35

 
43

Total Gathering and Processing
289

 
245

Wholesale:
 
 
 
Fuel sales
9

 

Other wholesale
8

 

Total Wholesale
17

 

Intersegment wholesale revenues
(2
)
 

Total Revenues
$
535

 
$
420

 
 
 
 
Segment Operating Income
 
 
 
Terminalling and Transportation
$
120

 
$
98

Gathering and Processing
74

 
62

Wholesale
4

 

Total Segment Operating Income
198

 
160

Unallocated general and administrative expenses
(8
)
 
(10
)
Operating Income
190

 
150

Interest and financing costs, net
(54
)
 
(62
)
Equity in earnings of equity method investments
2

 
2

Other income, net
1

 
2

Net Earnings
$
139

 
$
92

 
 
 
 
Depreciation and Amortization Expenses
 
 
 
Terminalling and Transportation
$
29

 
$
21

Gathering and Processing
48

 
37

Wholesale
3

 

Total Depreciation and Amortization Expenses
$
80

 
$
58

 
 
 
 
Capital Expenditures
 
 
 
Terminalling and Transportation
$
27

 
$
27

Gathering and Processing
55

 
18

Wholesale
1

 

Total Capital Expenditures
$
83

 
$
45



 
 
March 31, 2018  | 17

Management’s Discussion and Analysis

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, references in this report to “Andeavor Logistics LP,” “Andeavor Logistics,” “the Partnership,” “we,” “us” or “our” refer to Andeavor Logistics LP, one or more of its consolidated subsidiaries or all of them taken as a whole. Unless the context otherwise requires, references in this report to Andeavor refer collectively to Andeavor and any of its subsidiaries, other than Andeavor Logistics, its subsidiaries and its general partner. Unless the context otherwise requires, references in this report to “Predecessors” refer collectively to the acquired assets from Andeavor, and those assets, liabilities and results of operations.

Those statements in this section that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See “Important Information Regarding Forward-Looking Statements” section for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.

This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017 .

Business Strategy and Overview

Overview

We are a leading full-service logistics company operating primarily in the western and inland regions of the United States. We own and operate networks of crude oil, refined products and natural gas pipelines, terminals with crude oil and refined product storage capacity, rail loading and offloading facilities, marine terminals, bulk petroleum distribution facilities, a trucking fleet and natural gas processing and fractionation complexes.

We are a fee-based, growth oriented Delaware limited partnership formed by Andeavor and are headquartered in San Antonio, Texas. Our assets are categorized into a Terminalling and Transportation segment, a Gathering and Processing segment, and a Wholesale segment. Approximately 59% of our total revenues for the three months ended March 31, 2018 were derived from Andeavor under various long-term, fee-based commercial agreements, the majority of which include minimum volume commitments.

On April 29, 2018, Andeavor and MPC entered into the MPC Merger Agreement under which MPC will acquire all of its outstanding shares. The transaction was unanimously approved by the boards of directors of both companies and is subject to regulatory and other customary closing conditions, including approvals from the shareholders of each company.

We generate revenues by charging fees for terminalling, transporting and storing crude oil and refined products, gathering crude oil and produced water, gathering and processing natural gas and selling fuel through wholesale commercial contracts. We do not engage in the trading of crude oil, natural gas, NGLs or refined products; therefore, we have minimal direct exposure to risks associated with commodity price fluctuations as part of our normal operations. However, we have certain natural gas gathering and processing contracts structured as POP arrangements. Under these POP arrangements, we gather and process the producers’ natural gas and market the natural gas and NGLs (“Equity NGLs”) and return the majority of the proceeds to the producer. Under these arrangements, we have exposure to fluctuations in commodity prices; however, this exposure is not expected to be material to our results of operations. Also, as part of the WNRL Merger, we acquired a wholesale fuel business that has exposure to commodity prices while the refined product is being transported but are mitigated by fixed margin contracts.

Effective October 30, 2017, we completed our merger with WNRL exchanging all outstanding common units of WNRL with units of Andeavor Logistics. WNRL’s assets include terminals, storage tanks, pipelines and other logistics assets related to the terminalling, transportation, storage and distribution of crude oil, refined products and asphalt. WNRL’s assets and operations include 705 miles of pipelines, approximately 12.4 million barrels of active storage capacity, distribution of wholesale petroleum products and crude oil and asphalt trucking. This acquisition along with the associated infrastructure and Andeavor’s refining and commercial capabilities well position us to pursue organic growth opportunities across our combined geographic footprint including the Midland and Delaware Basins of West Texas.

18  |
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Management’s Discussion and Analysis
 

Business Strategy and Goals

Our primary business objectives are to maintain and grow stable cash flows and to increase our quarterly cash distribution per unit over time. We intend to accomplish these objectives by executing the following strategies:
 
Growing a stable, fee-based business that provides a competitive,
full-service logistics offering to customers
 
 
 
 
 
 
 
Optimizing Existing Asset Base
 
    Operating an incident free workplace

    Improving operational efficiency and maximizing asset utilization

    Expanding third-party business; delivering extraordinary customer service
 
 
 
 
 
 
 
Pursuing Organic Expansion Opportunities
 
    Identifying and executing low-risk, high-return growth projects

    Investing to capture the full commercial value of logistics assets

    Growing asset capability to support Andeavor value chain optimization
 
 
 
 
 
 
 
Growing through Third-Party Acquisitions
 
    Pursuing assets and businesses in strategic U.S. geographies that support an integrated business model, delivering synergies and growth

    Focusing on high quality assets that provide stable, fee-based income and enhancing organizational capacity
 
 
 
 
 
 
 
Growing through Andeavor Strategic Expansion
 
    Strategically partnering with Andeavor on acquisitions in refining and marketing value chains

    Capturing full value of Andeavor’s embedded logistics assets
 
 
 
 

Relative to these goals, in 2018, we intend to continue implementing this strategy and have completed or announced plans to expand our Terminalling and Transportation business across the western U.S. through:

increasing our terminalling volumes by expanding capacity and growing our third-party services at certain of our terminals;
optimizing Andeavor volumes and growing third-party throughput at our Terminalling and Transportation assets; and
pursuing strategic assets in the western U.S.

In addition, we have completed or announced plans to grow our assets in our Gathering and Processing segment in support of third-party demand for crude oil, natural gas and water gathering services, natural gas processing services, as well as serving Andeavor’s demand for Bakken crude oil in the inland and west coast refining systems and providing crude oil supply to support Andeavor’s southwest refining system through our Permian Basin logistics assets, including:

further expanding capacity and capabilities as well as adding new origin and destination points for our common carrier pipelines in North Dakota and Montana;
expanding our crude oil, natural gas and water gathering and associated gas processing footprint in the Bakken region to enhance and improve overall basin logistics efficiencies;
expanding our crude oil gathering footprint in the Permian Basin, principally in the Delaware basin where Andeavor has a strong logistics asset base, crude oil marketing capabilities and meaningful refining offtake; and
pursuing strategic assets across the western U.S. including potential acquisitions from Andeavor.

Acquisitions

On May 1, 2018 , we completed our acquisition of the Wamsutter Pipeline System from Plains All American Pipeline, L.P for total consideration of $180 million . The system consists of pipelines that transport crude oil to another third party pipeline system that supply the Salt Lake City area refineries, including Andeavor’s Salt Lake City refinery. We financed the acquisition using our Revolving Credit Facility. This acquisition is not material to our condensed consolidated financial statements.

Current Market Conditions

Although we have minimal exposure to commodity prices, pricing conditions were mixed for the products we handle during the first quarter. Crude oil and gasoline prices rose while natural gas and the majority of NGL prices fell. The price of the U.S.

 
 
March 31, 2018  | 19

Management’s Discussion and Analysis

domestic benchmark crude, West Texas Intermediate (WTI), gained over $4.50 per barrel in the quarter as the global market continued to show signs of rebalancing and high seasonal refinery runs drove total U.S. crude stocks below the 5-year average. The domestic rig count rose steadily throughout the first quarter, although at a more measured pace than previous quarters, as prices remain above breakeven levels in many basins. Despite the slower rate of rig additions, U.S. crude production notably exceeded historical records as producers continue to implement efficiencies and focus on core acreage. Additionally, growing export opportunities, particularly those to Latin America, are providing an incentive for U.S. refiners to maximize production of gasoline and diesel. These factors create a positive outlook for U.S. oil, gas, natural gas and refined product throughput volumes; however, regional impacts may differ.
Seasonal trends and continued healthy domestic economic conditions during the first quarter continued to support healthy refined product demand from our downstream and marketing customers. We continue to monitor the impact of commodity prices and fundamentals as it relates to our business. Given the outlined market conditions, we believe our diversified portfolio of businesses as well as our strong customer base are sufficient to continue to meet our goals and objectives outlined above.
Results of Operations

A discussion and analysis of the factors contributing to our results of operations presented below includes the consolidated financial results of Andeavor Logistics. The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting future performance.

Operating Metrics

Management utilizes the following operating metrics to evaluate performance and compare profitability to other companies in the industry (amounts may not recalculate due to rounding of dollar and volume information):

Average terminalling revenue per barrel - calculated as total terminalling revenue divided by terminalling throughput presented in thousands of barrels per day (“Mbpd”) multiplied by 1,000 and multiplied by the number of days in the period, (90 days for both the three months ended March 31, 2018 (the “ 2018  Quarter”) and three months ended March 31, 2017 (the “ 2017  Quarter”));
Average pipeline transportation revenue per barrel - calculated as total pipeline transportation revenue divided by pipeline transportation throughput presented in Mbpd multiplied by 1,000 and multiplied by the number of days in the period as outlined above;
Average margin on NGL sales per barrel - calculated as the difference between the NGL sales revenues and the amounts recognized as NGL expense divided by our NGL sales volumes in barrels presented in Mbpd multiplied by 1,000 and multiplied by the number of days in the period as outlined above;
Average gas gathering and processing revenue per Million British thermal units (“MMBtu”) - calculated as total gathering and processing fee-based revenue divided by gas gathering throughput presented in thousands of MMBtu per day (“MMBtu/d”) multiplied by 1,000 and multiplied by the number of days in the period as outlined above;
Average crude oil and water gathering revenue per barrel - calculated as total crude oil and water gathering fee-based revenue divided by crude oil and water gathering throughput presented in Mbpd multiplied by 1,000 and multiplied by the number of days in the period as outlined above; and
Wholesale fuel sales per gallon - calculated as wholesale fuel revenues divided by our total wholesale fuel sales volume in gallons.

There are a variety of ways to calculate average revenue per barrel, average margin per barrel, average revenue per MMBtu, and sales per gallon; other companies may calculate these in different ways.

Non-GAAP Measures

As a supplement to our financial information presented in accordance with U.S. GAAP, our management uses certain “non-GAAP” measures to analyze our results of operations, assess internal performance against budgeted and forecasted amounts and evaluate future impacts to our financial performance as a result of capital investments, acquisitions, divestitures and other strategic projects. These measures are important factors in assessing our operating results and profitability and include:

Financial non-GAAP measure of EBITDA - calculated as U.S. GAAP-based net earnings before interest, income taxes and depreciation and amortization expense;
Financial non-GAAP measure of Segment EBITDA - calculated as a segment’s U.S. GAAP-based operating income before depreciation and amortization expense plus equity in earnings (loss) of equity method investments and other income (expense), net;

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Management’s Discussion and Analysis
 

Liquidity non-GAAP measure of distributable cash flow - calculated as U.S. GAAP-based net cash flow from operating activities adjusted for changes in working capital, amounts spent on maintenance capital net of reimbursements and other adjustments not expected to settle in cash;
Liquidity non-GAAP measure of distributable cash flow attributable to common unitholders - calculated as distributable cash flow minus distributions associated with the Preferred Units; and
Operating performance measure of average margin on NGL sales per barrel - calculated as the difference between the NGL sales revenues and the amounts recognized as NGL expense divided by our NGL sales volumes in barrels presented in Mbpd multiplied by 1,000 and multiplied by the number of days in the period as previously outlined.

We present these measures because we believe they may help investors, analysts, lenders and ratings agencies analyze our results of operations and liquidity in conjunction with our U.S. GAAP results, including but not limited to:

our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods;
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
our ability to incur and service debt and fund capital expenditures; and
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

Management also uses these measures to assess internal performance, and we believe they may provide meaningful supplemental information to the users of our financial statements. Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings, operating income and net cash from operating activities. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures.

For further information regarding these non-GAAP measures including the reconciliation of these non-GAAP measures to their most directly comparable U.S. GAAP financial measures, see “Non-GAAP Reconciliations” section below.

Items Impacting Comparability

Our financial results may not be comparable for the reasons described below. See “Factors Affecting the Comparability of Our Financial Results” in our Annual Report on Form 10-K for the year ended December 31, 2017 for further discussion.

On June 1, 2017, pursuant to the Agreement and Plan of Merger, dated as of November 16, 2016, by and among Western Refining, Inc. (“Western Refining”), Andeavor, Andeavor’s wholly-owned subsidiaries Tahoe Merger Sub 1, Inc. and Tahoe Merger Sub 2, LLC, Tahoe Merger Sub 1 was merged with and into Western Refining, with Western Refining surviving such merger as a wholly-owned subsidiary of Andeavor (the “WNR Merger”). As a result of the WNR Merger, Andeavor obtained Western Refining’s controlling interest in WNRL. Thus, the WNRL Merger was treated as a transaction of entities under common control and these condensed consolidated financial statements reflect the operations, financial position and cash flows associated with WNRL and their related subsidiaries June 1, 2017. As a result of the WNRL Merger, we have presented the wholesale fuel distribution business as a separate segment and included the asphalt trucking and crude trucking operations in the Terminalling and Transportation segment and Gathering and Processing segment, respectively.  

On January 1, 2018, we adopted ASC 606 utilizing the modified retrospective method. The current period results and balances are presented in accordance with ASC 606 while comparative periods continue to be presented in accordance with the accounting standards in effect for those periods. Refer to Note 1 and Note 7 within Item 1 for further details regarding ASC 606 and the financial impact due to adoption of the standard.


 
 
March 31, 2018  | 21

Management’s Discussion and Analysis

2018 1st Quarter Versus 2017 1st Quarter

Highlights (in millions)

CHART-EBA19C44DD1D5D21A09.JPG CHART-FBF0A63B99DE55C783F.JPG CHART-C6BD4B1C11585EB49C1.JPG
CHART-34E1C1569D1E592EA03.JPG CHART-000FA70CCFD654D3BE9.JPG CHART-BF8C815FE4975B0982D.JPG
(a)
See “Non-GAAP Reconciliations” section below for further information regarding these non-GAAP measures.

Percentage of Segment Operating Income by Operating Segment

CHART-4929662A919751A1BF2.JPG CHART-BCEC1007FDAC5F93895.JPG

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Management’s Discussion and Analysis
 

Net Earnings Attributable to Partners Reconciliation (in millions)

CHART-6D5E81F58DC419CD0BE.JPG
Overview
Our net earnings for the 2018  Quarter increased $47 million to $139 million from $92 million for the 2017  Quarter primarily driven by the WNRL Merger and our acquisition of logistics assets located in Anacortes, Washington (the “Anacortes Logistics Assets”) on November 8, 2017. Partially offsetting those contributions were increases in operating costs and depreciation and amortization expenses related to the WNRL Merger. EBITDA in the 2018  Quarter increased $61 million reflecting the impact of the WNRL Merger and the acquisition of the Anacortes Logistics Assets.

Segment Results
Operating income increased $40 million to $190 million during the 2018  Quarter compared to $150 million for the 2017  Quarter driven by contributions from the WNRL Merger across all of our segments. Refer to our detailed discussion of each segment’s operating and financial results contained in this section.

Revenues
The $115 million increase in revenue, or 27% , to $535 million was driven primarily by the WNRL Merger and the acquisition of the Anacortes Logistics Assets.

NGL Expense
NGL expense decreased $11 million for the 2018  Quarter compared to the 2017 Quarter primarily due to the impact of revenue recognition standard adopted on January 1, 2018, partially offset by an increase in expense in the Rockies region due to higher production during the first quarter of 2018 . Refer to Note 7 for further information regarding the adoption of the revenue recognition standard.

Operating Expenses
Operating expenses increased $64 million for the 2018  Quarter compared to the 2017 Quarter primarily due to the WNRL Merger.

Depreciation and Amortization Expense
Depreciation and amortization expenses increased $22 million for the 2018  Quarter compared to the 2017  Quarter largely due to the property, plant and equipment and intangibles acquired with the WNRL Merger.

Interest and Financing Costs, Net
Net interest and financing costs decreased $8 million in the 2018  Quarter compared to the 2017  Quarter primarily due to the refinancing of debt with new senior notes during the fourth quarter of 2017 .


 
 
March 31, 2018  | 23

Management’s Discussion and Analysis

Segment Results of Operations

ANDX_TRANSPORTA18.JPG ANDXTERMINALLINGA22.JPG Terminalling and Transportation Segment

Our Terminalling and Transportation segment consists of pipeline systems, including regulated common carrier refined products pipeline systems and other pipelines, which transport products and crude oil primarily from Andeavor’s refineries to nearby facilities, as well as crude oil and refined products terminals and storage facilities, marine terminals, asphalt terminals, rail-car unloading facilities, an asphalt trucking operation and a petroleum coke handling and storage facility.

2018 1st Quarter Versus 2017 1st Quarter

Highlights (in millions)

CHART-F93C2921656158C88A2.JPG CHART-1B5C17F75716555D942.JPG CHART-7297820E2646940AFD7.JPG
(a)
See “Non-GAAP Reconciliations” section below for further information regarding this non-GAAP measure.

Segment Volumetric Data

CHART-4631C5F41AEA59689C9.JPG CHART-A92B06310EDF55BE96E.JPG
Volumes
Terminalling throughput volume increased 650 Mbpd, or 64% , in the 2018 Quarter compared to the 2017 Quarter. The increase in the Terminalling throughput volume was primarily attributable to the assets acquired in the WNRL Merger. Pipeline transportation throughput volume increased 43 Mbpd, or 5% , in the 2018 Quarter due to continued strong product demand.


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Management’s Discussion and Analysis
 

Terminalling and Transportation Segment Results (in millions, except per barrel amounts)

 
Three Months Ended March 31,
 
2018
 
2017
Revenues
 
 
 
Terminalling
$
198

 
$
145

Pipeline transportation
31

 
30

Other revenues
2

 

Total Revenues
231

 
175

Costs and Expenses
 
 
 
Operating expenses (a)
74

 
49

Depreciation and amortization expenses
29

 
21

General and administrative expenses
8

 
7

Operating Income
$
120

 
$
98

Rates (b)
 
 
 
Average terminalling revenue per barrel
$
1.32

 
$
1.58

Average pipeline transportation revenue per barrel
$
0.39

 
$
0.40

 

Financial Results
The Terminalling and Transportation segment’s operating income increased $22 million , or 22% , and Segment EBITDA increased $31 million , or 26% , primarily driven by the WNRL Merger, the acquisition of the Anacortes Logistics Assets and organic growth. The increase in revenues was partially offset by the impact of lower throughput volumes caused by major planned maintenance at Andeavor’s refineries during the 2018 Quarter, which also impacted the tariff mix leading to a lower average terminalling revenue per barrel. In addition, we had higher operating expenses as well as depreciation and amortization expenses related to the WNRL Merger.


(a)
Operating expenses included an imbalance settlement gain of $1 million for the 2017 Quarter. There was no gain for the 2018 Quarter.
(b)
Amounts may not recalculate due to rounding of dollar and volume information.


 
 
March 31, 2018  | 25

Management’s Discussion and Analysis

ANDX_GATHERINGA17.JPG ANDX_PROCESSINGA14.JPG Gathering and Processing Segment

Our Gathering and Processing segment consists of crude oil, natural gas and produced water gathering systems in the Bakken Shale/Williston Basin area of North Dakota and Montana, the Green River Basin, Uinta Basin and Vermillion Basin in the states of Utah, Colorado and Wyoming (the “Rockies Region”), the Delaware Basin in the Permian Basin area of West Texas and Southern New Mexico, and in the San Juan Basin in the Four Corners area of Northwestern New Mexico. It also consists of gas processing and fractionation complexes in the Bakken Shale, Green River Basin, Uinta Basin and Vermillion Basin.

2018 1st Quarter Versus 2017 1st Quarter

Highlights (in millions)

CHART-BCC1B56FBAFE5048B0A.JPG CHART-A1881907DC2853CA887.JPG CHART-969A88A33DFB6D169A5.JPG
(a)
See “Non-GAAP Reconciliations” section below for further information regarding this non-GAAP measure.

Segment Volumetric Data

CHART-FF1DEBD0756552F5A9D.JPG CHART-5CCB90523596553BA2A.JPG CHART-9914BC9AD05D5BCD94C.JPG
(a)
Volumes represent barrels sold in keep-whole arrangements, net barrels retained in POP arrangements and other associated products.

Volumes
NGL sales volumes increased in the 2018 Quarter as compared to the 2017 Quarter primarily due to ethane recovery in the Rockies region in the 2018 Quarter. Ethane recovery is the process of capturing ethane during the NGL processing stream, where it is then fractionated and sold. The increase in gas gathering and processing throughput volumes of 53 thousand MMBtu/d, or 6% , in the 2018 Quarter as compared to the 2017 Quarter was primarily driven by the Rockies region, specifically the Green River and Uinta basins. Crude oil and water throughput volumes increased 51 Mbpd, or 20% , in the 2018 Quarter primarily due to contributions from the WNRL Merger.


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Management’s Discussion and Analysis
 

Gathering and Processing Segments Results (in millions, except per barrel and per MMBtu amounts)

 
Three Months Ended
March 31,
 
2018
 
2017
Revenues
 
 
 
NGL sales (a)
$
104

 
$
83

Gas gathering and processing
85

 
80

Crude oil and water gathering
65

 
39

Pass-thru and other (b)
35

 
43

Total Revenues
289

 
245

Costs and Expenses
 
 
 
NGL expense (excluding items shown separately below) (a)(b)
48

 
59

Operating expenses (c)
108

 
77

Depreciation and amortization expenses
48

 
37

General and administrative expenses
11

 
10

Operating Income
$
74

 
$
62

Rates (d)
 
 
 
Average margin on NGL sales per barrel (a)(b)(e)
$
53.22

 
$
39.15

Average gas gathering and processing revenue per MMBtu
$
0.93

 
$
0.94

Average crude oil and water gathering revenue per barrel
$
2.37

 
$
1.73

 

Financial Results
Our Gathering and Processing segment’s operating income increased $12 million , or 19% , in the 2018 Quarter compared to the 2017 Quarter. Segment EBITDA increased $23 million , or 23% , in the 2018 Quarter compared to the 2017 Quarter.

Revenues for our crude oil and water gathering systems increased due to the WNRL Merger. Revenues were also impacted by the adoption of the new revenue recognition accounting standard, as further described in Note 7 . Certain cost recoveries previously presented as service revenues are now reflected as reductions to NGL expense, resulting in an increase to the average margin on NGL sales per barrel, but had an immaterial impact to our segment operating income and Segment EBITDA. This impact was partially offset by lower margins resulting from ethane recovery in the Rockies region, specifically the Green River and Uinta basins.

In addition, we had incremental operating expenses and depreciation expenses primarily associated with the WNRL Merger.


(a)
We had 26.7 Mbpd and 21.1 Mbpd of gross NGL sales under POP and keep-whole arrangements for the 2018 Quarter and 2017 Quarter, respectively. We retained 11.8 Mbpd and 7.4 Mbpd under these arrangements, respectively. The difference between gross sales barrels and barrels retained is reflected in NGL expense resulting from the gross presentation required for the POP arrangements associated with the North Dakota Gathering and Processing Assets.
(b)
Included in the NGL expense for the 2017 Quarter was approximately $2 million of costs related to crude oil volumes obtained in connection with the North Dakota Gathering and Processing Assets acquisition. The corresponding revenues were recognized in pass-thru and other revenue. As such, the calculation of the average margin on NGL sales per barrel excludes this amount.
(c)
Operating expenses include an imbalance settlement gain of $2 million for the 2017 Quarter. There was no gain for the 2018 Quarter.
(d)
Amounts may not recalculate due to rounding of dollar and volume information.
(e)
See “Non-GAAP Reconciliations” section below for further information regarding this non-GAAP measure.


 
 
March 31, 2018  | 27

Management’s Discussion and Analysis

ANDV_MARKETINGA02.JPG Wholesale

Our Wholesale segment includes the operations of several bulk petroleum distribution plants and a fleet of refined product delivery trucks that distribute commercial wholesale petroleum products primarily in Arizona, Colorado, Nevada, New Mexico and Texas. The refined product trucking business delivers a significant portion of the volumes sold by our Wholesale segment.

The Wholesale segment was added as a result of the WNRL Merger, therefore, there was no activity to report for the Wholesale segment for the three months ended March 31, 2017.

Wholesale Segment Operating Results and Data (in millions, except per gallon amounts)

 
Three Months Ended
March 31,
 
2018
Revenues
 
Fuel sales
$
9

Other wholesale
8

Total Revenues
17

Costs and Expenses
 
Operating expenses (excluding depreciation and amortization)
10

Depreciation and amortization expenses
3

Operating Income
$
4

 
 
Segment EBITDA (a)
$
7

 
 
Rates (b)
 
Fuel sales volumes (millions of gallons)
286

Wholesale fuel sales per gallon

3.1
¢
 

Financial Results
The Wholesale segment’s operating income and Segment EBITDA was $4 million and $7 million , respectively, for the 2018 Quarter. This represented 2% of our combined segment operating income and Segment EBITDA. Our wholesale business operates under commercial and service agreements with Andeavor and sells refined products to third parties. Revenues, earnings and cash flows from our Wholesale segment are primarily affected by the sales volumes and margins of gasoline and diesel fuel.


(a)
See “Non-GAAP Reconciliations” section below for further information regarding this non-GAAP measure.
(b)
Amounts may not recalculate due to rounding of dollar and volume information.

Capital Resources and Liquidity

Overview

Our primary cash requirements relate to funding capital expenditures, acquisitions, meeting operational needs, servicing our debt and paying distributions to our unitholders. We expect our ongoing sources of liquidity to include cash generated from operations, reimbursement for certain maintenance and expansion expenditures, borrowings under our credit facilities and issuances of additional debt and equity securities. We believe that cash generated from these sources will be sufficient to meet our short-term working capital, long-term capital expenditure, acquisition and debt servicing requirements and allow us to fund at least the minimum quarterly cash distributions.

On April 29, 2018, Andeavor and MPC entered into the MPC Merger Agreement under which MPC will acquire all outstanding shares of Andeavor. The MPC Merger Agreement contains customary representations, warranties and covenants. As a subsidiary of Andeavor, the MPC Merger Agreement limits our ability to issue additional common or preferred units with certain exceptions as outlined in the agreement and from incurring any additional indebtedness outside the ordinary course of business. However, the MPC Merger Agreement allows us to continue paying the regular quarterly distributions on our common units including regular increases consistent with our past practices. Additionally, the MPC Merger Agreement allows us to continue paying the scheduled distribution on our Preferred Units. The transaction was unanimously approved by the boards of directors of both companies and is subject to regulatory and other customary closing conditions, including approvals from the shareholders of each company.


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Management’s Discussion and Analysis
 

Capitalization

Capital Structure (in millions)

Debt, including current maturities:
March 31, 2018
 
December 31, 2017
Credit facilities
$
443

 
$
423

Senior notes
3,750

 
3,750

Capital lease obligations
8

 
9

Total Debt
4,201

 
4,182

Unamortized Issuance Costs
(52
)
 
(54
)
Debt, Net of Unamortized Issuance Costs
4,149

 
4,128

Total Equity
3,433

 
3,514

Total Capitalization
$
7,582

 
$
7,642


Debt Overview and Available Liquidity

Our Revolving Credit Facility, our Dropdown Credit Facility and our senior notes contain covenants that may, among other things, limit or restrict our ability (as well as the ability of our subsidiaries) to engage in certain activities. There have been no changes in these covenants from those described in our Annual Report on Form 10-K for the year ended December 31, 2017 . As of March 31, 2018 , our Revolving Credit Facility is non-recourse to Andeavor, except for Tesoro Logistics GP, LLC, our general partner.

Available Capacity Under Credit Facilities (in millions)

Credit Facility
Total
Capacity
 
Amount Borrowed as of March 31, 2018
 
Available Capacity as of March 31, 2018
 
Weighted Average Interest Rate
 
Expiration
Revolving Credit Facility
$
1,100

 
$
443

 
$
657

 
3.59
%
 
January 29, 2021
Dropdown Credit Facility
1,000

 

 
1,000

 
%
 
January 29, 2021
Total Credit Facilities
$
2,100

 
$
443

 
$
1,657

 
 
 
 

Revolving Credit Facilities Expense and Fees

Credit Facility
30 Day Eurodollar (LIBOR) Rate at March 31, 2018
 
Eurodollar Margin
 
Base Rate
 
Base Rate Margin
 
Commitment Fee
(unused portion)
Revolving Credit Facility (a)
2.31%
 
1.75%
 
4.75%
 
0.75%
 
0.300%
Dropdown Credit Facility (a)
2.31%
 
1.76%
 
4.75%
 
0.76%
 
0.300%

(a)
We have the option to elect if the borrowings will bear interest at a base rate plus the base rate margin, or a Eurodollar rate, for the applicable period, plus the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the Revolving Credit Facility. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate.

Equity Overview

Our partnership agreement authorizes us to issue an unlimited number of additional partnership securities on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders’ capital accounts based on their ownership interest at the time of issuance. We had  89,280,638  common public units and  600,000  Preferred Units outstanding as of  March 31, 2018 . Additionally, Andeavor owned  127,889,386  of our common units, constituting approximately  59%  ownership interest in us. Andeavor also held  80,000  Andeavor Logistics TexNew Mex units and 2,202,880 non-economic general partner units as of  March 31, 2018 .

Issuance of Preferred Units
On December 1, 2017, we issued and sold the Preferred Units at a price to the public of $1,000 per unit. Distributions on the Preferred Units will accrue and be cumulative from the original issue date of the Preferred Units and will be payable semi-annually in arrears on the 15th day of February and August of each year through and including February 15, 2023.


 
 
March 31, 2018  | 29

Management’s Discussion and Analysis

Cash Flow Summary

Components of our Cash Flows (in millions)

 
Three Months Ended March 31,
 
2018
 
2017
Cash Flows From (Used in):
 
 
 
Operating activities
$
230

 
$
207

Investing activities
(91
)
 
(721
)
Financing activities
(187
)
 
(139
)
Decrease in Cash and Cash Equivalents
$
(48
)
 
$
(653
)

Operating Activities
Net cash from operating activities increased $23 million to $230 million in the 2018 Quarter compared to $207 million for the 2017 Quarter. The increase in cash from operating activities was primarily driven by an increase in net earnings from the 2017 Quarter to the 2018 Quarter and the change in working capital.
 

Investing Activities
Net cash used in investing activities for the 2018 Quarter was $91 million compared to $721 million in the 2017 Quarter. The decrease in cash used resulted from the acquisition of the North Dakota Gathering and Processing Assets in the 2017 Quarter, partially offset by increased capital expenditures. See “Capital Expenditures” below for a discussion of the expected capital expenditures for the year ended December 31, 2018 .

Financing Activities
The 2018 Quarter had net cash used in financing activities of $187 million compared to net cash used in financing activities of $139 million for the 2017 Quarter, a $48 million increase in cash used. Sources of cash such as issuances of equity decreased by $287 million . Borrowings under our revolving credit facilities increased by $106 million and the use of our cash to repay borrowings on the credit facilities decreased $204 million . Distributions to common and preferred unitholders increased $111 million and $8 million , respectively. There were no distributions to our general partner during the 2018 Quarter due to the IDR/GP Transaction compared to $46 million during the 2017 Quarter.

Capital Expenditures

We expect capital expenditures for the year ended December 31, 2018 to be approximately $430 million , or approximately $400 million net of reimbursements primarily from Andeavor with whom we contract to provide services. During the 2018 Quarter, we spent $61 million on growth capital projects, net of $10 million in reimbursements primarily from Andeavor, and $10 million on maintenance capital projects, net of $2 million in reimbursements primarily from Andeavor. There have been no other material changes to committed amounts for our major capital projects previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2017 .

Distributions

Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the limited partner unitholders will receive.

Quarterly Distributions
For the three months ended March 31, 2018 and December 31, 2017 , we declared distributions of $1.015 and $1.00 per limited partnership common unit, respectively, or $4.06 and $4.00 , respectively, on an annualized basis, resulting in cash distributions of $205 million for both periods. The distribution for the quarter ended March 31, 2018 will be paid May 15, 2018 to all unitholders of record as of May 1, 2018 . During the three months ended March 31, 2018 , we paid distributions of $8 million to our Preferred Units .

Environmental and Other Matters

Environmental Regulation
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 or otherwise relate to protection of the environment. Compliance with these laws and regulations may require us to remediate environmental damage from any discharge of petroleum, natural gas or chemical substances from our facilities or require us to install additional pollution control equipment on our equipment and facilities. Our failure to comply with these or any other environmental or safety-related regulations could result in the assessment of administrative, civil or criminal penalties, the imposition of investigatory and remedial liabilities, and the issuance of injunctions that may subject us to additional operational constraints.

Future expenditures may be required to comply with the federal, state and local environmental requirements for our various sites, including our storage facilities, pipelines, gas processing complexes and refined products terminals. The impact of these legislative and regulatory developments, if enacted or adopted, could result in increased compliance costs and additional operating restrictions on our business, each of which could have an adverse impact on our liquidity, financial position or results of operations. See our discussion of the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement in Note 3 of our Annual Report on Form 10-K for the year ended December 31, 2017 , for more information regarding the indemnification of certain environmental matters provided to us by Andeavor and discussion of other certain environmental obligations.


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Management’s Discussion and Analysis
 

Non-GAAP Reconciliations

Reconciliation of Net Earnings to EBITDA (in millions)

CHART-64EBFD026608523F949.JPG
Reconciliation of Segment Operating Income to Segment EBITDA (in millions)

 
Three Months Ended March 31,
 
2018
 
2017
 
2018
 
2017
 
2018
 
Terminalling and Transportation
 
Gathering and Processing
 
Wholesale
Segment Operating Income
$
120

 
$
98

 
$
74

 
$
62

 
$
4

Depreciation and amortization expenses
29

 
21

 
48

 
37

 
3

Equity in earnings of equity method investments

 

 
2

 
2

 

Other income, net
1

 

 

 

 

Segment EBITDA
$
150

 
$
119

 
$
124

 
$
101

 
$
7


Reconciliation of Net Cash from Operating Activities to Distributable Cash Flow (in millions)

 
Three Months Ended
March 31,
 
2018
 
2017
Net cash from operating activities
$
230

 
$
207

Changes in assets and liabilities
(1
)
 
(49
)
Maintenance capital expenditures (a)
(19
)
 
(17
)
Reimbursement for maintenance capital expenditures (a)
6

 
8

Adjustments for equity method investments
(3
)
 

Other (b)
(4
)
 
3

Distributable Cash Flow
209

 
152

Less: Preferred unit distributions (c)
(10
)
 

Distributable Cash Flow Attributable to Common Unitholders
$
199

 
$
152


(a)
We adjust our reconciliation of distributable cash flows for maintenance capital expenditures, tank restoration costs and expenditures required to ensure the safety, reliability, integrity and regulatory compliance of our assets with an offset for any reimbursements received for such expenditures.
(b)
Includes adjustments to remove the impact of the adoption of the new revenue recognition accounting standard on January 1, 2018. Refer to Note 7 for further information regarding the adoption of the revenue recognition standard.
(c)
Represents the cash distributions earned by the Preferred Units for the three months ended  March 31, 2018  assuming a distribution is declared by the Board. Cash distributions to be paid to holders of the Preferred Units are not available to common unitholders.


 
 
March 31, 2018  | 31

Management’s Discussion and Analysis

Average Margin on NGL Sales per Barrel (in millions, except days and per barrel amounts)

 
Three Months Ended March 31,
 
2018
 
2017
Segment Operating Income
$
74

 
$
62

Add back:
 
 
 
Operating expenses
108

 
77

General and administrative expenses
11

 
10

Depreciation and amortization expenses
48

 
37

Other commodity purchases (a)

 
2

Subtract:
 
 
 
Gas gathering and processing revenues
(85
)
 
(80
)
Crude oil gathering revenues
(65
)
 
(39
)
Pass-thru and other revenues
(35
)
 
(43
)
Margin on NGL Sales
$
56

 
$
26

Divided by Total Volumes for the Period:
 
 
 
NGLs sales volumes (Mbpd)
11.8

 
7.4

Number of days in the period
90

 
90

Total volumes for the period (thousands of barrels) (b)
1,062

 
666

Average Margin on NGL Sales per Barrel (b)
$
53.22

 
$
39.15


(a)
Included in the NGL expense for the three months ended March 31, 2017 was approximately $2 million of costs related to crude oil volumes obtained and immediately sold in connection with the North Dakota Gathering and Processing Assets acquisition.
(b)
Amounts may not recalculate due to rounding of dollar and volume information.




32  |
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Management’s Discussion and Analysis
 

Important Information Regarding Forward-Looking Statements

This report (including information incorporated by reference) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact, including without limitation statements regarding our business strategy and goals, and expectations regarding revenues, cash flows, capital expenditures, other financial items, growth, acquisitions, our market position, future operations and profitability, are forward-looking statements. Forward-looking statements may be identified by use of the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar terms and phrases. Although we believe our assumptions concerning future events are reasonable, a number of risks, uncertainties and other factors could cause actual results and trends to differ materially from those projected, including, but not limited to:

changes in the expected value of and benefits derived from acquisitions, including any inability to successfully integrate acquisitions, realize expected synergies or achieve operational efficiency and effectiveness;
changes in global economic conditions on our business, on the business of our key customers, including Andeavor, and on our customers’ suppliers, business partners and credit lenders;
a material change in the crude oil and natural gas produced in the basins where we operate;
the ability of our key customers, including Andeavor, to remain in compliance with the terms of their outstanding indebtedness;
changes in insurance markets impacting costs and the level and types of coverage available;
regulatory and other requirements concerning the transportation of crude oil, natural gas, NGLs and refined products, particularly in the areas where we operate;
changes in the cost or availability of third-party vessels, pipelines and other means of delivering and transporting crude oil, feedstocks, natural gas, NGLs and refined products;
the coverage and ability to recover claims under our insurance policies;
the availability and costs of crude oil, other refinery feedstocks and refined products;
the timing and extent of changes in commodity prices and demand for refined products, natural gas and NGLs;
changes in our cash flow from operations;
changes in our tax status;
the ability of our largest customers to perform under the terms of our gathering agreements;
the risk of contract cancellation, non-renewal or failure to perform by those in our supply and distribution chains, including Andeavor and Andeavor’s customers, and the ability to replace such contracts and/or customers;
the suspension, reduction or termination of Andeavor’s obligations under our commercial agreements and our secondment agreement;
a material change in profitability among our customers, including Andeavor;
 
direct or indirect effects on our business resulting from actual or threatened terrorist or activist incidents, cyber-security breaches or acts of war;
weather conditions, earthquakes or other natural disasters affecting operations by us or our key customers, including Andeavor, or the areas in which our customers operate;
disruptions due to equipment interruption or failure at our facilities, Andeavor’s facilities or third-party facilities on which our key customers, including Andeavor, are dependent;
our inability to complete acquisitions on economically acceptable terms or within anticipated timeframes;
actions of customers and competitors;
changes in our credit profile;
state and federal environmental, economic, health and safety, energy and other policies and regulations, including those related to climate change, and any changes therein and any legal or regulatory investigations, delays in obtaining necessary approvals and permits, compliance costs or other factors beyond our control;
operational hazards inherent in refining and natural gas processing operations and in transporting and storing crude oil, natural gas, NGLs and refined products;
changes in capital requirements or in expected timing, execution and benefits of planned capital projects;
seasonal variations in demand for natural gas and refined products;
adverse rulings, judgments, or settlements in litigation or other legal or tax matters, including unexpected environmental remediation costs in excess of any accruals, which affect us or Andeavor;
risks related to labor relations and workplace safety;
political developments;
the closing of the MPC Merger; and
the factors described in greater detail under “Competition” and “Risk Factors” in Items 1 and 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 , and our other filings with the SEC.

All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.


 
 
March 31, 2018  | 33

Quantitative and Qualitative Disclosures about Market Risk
 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to our market risks as of and for the three months ended March 31, 2018 from the risks discussed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2017 .

Item 4. Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Securities Exchange Act of 1934, as amended (“the Exchange Act”), is accumulated and appropriately communicated to management. There have been no significant changes in our internal controls over financial reporting (as defined by applicable SEC rules) during the quarter ended March 31, 2018 , that have materially affected or are reasonably likely to materially affect these controls.

We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.


34  |
  ANDXLOGOHIGHRESA06.JPG
 
 

Legal Proceedings, Risk Factors and Unregistered Shares of Equity Securities

Part II - Other Information

Item 1. Legal Proceedings

Litigation Matters
In the ordinary course of business, we may become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. The outcome of these matters cannot always be predicted accurately, but we accrue liabilities for these matters if we have determined that it is probable a loss has been incurred and the loss can be reasonably estimated. While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, we believe there would be no material impact on our liquidity, financial position or results of operations.

Environmental Matters
SEC regulations require us to report certain information about any proceeding arising under federal, state or local provisions regulating the discharge of materials into the environment or protecting the environment if a governmental authority is a party to the proceeding and we reasonably believe that the proceeding will result in monetary sanctions of $100,000 or more. There were no new proceedings during the first quarter of 2018 . While it is not possible to predict the outcome of such proceedings, if one or more of them were decided against us, we believe there would be no material impact on our liquidity, financial position or results of operations.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 , except as follows.

The closing of the MPC Merger will enable MPC to control our affairs.

On April 29, 2018, Andeavor and MPC entered into the MPC Merger Agreement under which MPC will acquire all outstanding shares of Andeavor (the “MPC Merger”). If the MPC Merger closes, Andeavor will become a wholly owned subsidiary of MPC. Because Andeavor owns our general partner and also controls a majority of our outstanding voting units, the change of control at Andeavor will enable MPC and its affiliates to exert ultimate control over our affairs and they could exercise such influence in a manner that is not in the best interests of our unitholders.

The proposed MPC Merger could have an adverse impact on our business.

As a result of the MPC Merger, MPC will indirectly own approximately 59% of our outstanding common units and 100% of our non-economic general partner interests. As a result, MPC will have control over our management and affairs and over all matters requiring unitholder approval, including significant corporate transactions, such as a merger or other sale of our company or its assets. This effectively permits a “change of control" without the vote or consent of our unitholders.

The foregoing changes to Andeavor could be disruptive to our business and operations. The proposed MPC Merger may be time consuming and disruptive to Andeavor’s business operations, including its relationship with us as the beneficial owner of a majority of our outstanding common units, the indirect owner of our general partner and the counterparty to certain of our commercial contracts. It is also possible that, following the MPC Merger, there could be changes to the composition of our board of directors and members of our senior management team. In addition, it may be difficult for MPC to address integration challenges following the completion of the merger, and the anticipated benefits of the integration of the two companies may not be realized fully or at all. Further, the completion of the MPC Merger may give rise to additional conflicts of interest and competition for business opportunities among us, Andeavor and MPC and their respective affiliates.

The MPC Merger is subject to a number of conditions that must be fulfilled or waived prior to the completion of the merger, and there can be no assurance that the merger will be consummated. In addition, if the merger transaction is consummated, any value created for MPC’s or Andeavor’s stockholders may not result in the creation of value for our unitholders.


 
 
March 31, 2018  | 35

Legal Proceedings, Risk Factors and Unregistered Shares of Equity Securities

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases by the Partnership of its Common Units

Period
Total Number of Units
Purchased (a)
 
Average Price
Paid
per Unit
 
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Units that May Yet Be Purchased Remaining at Period End Under the Plan or Programs
January 2018
30,243

 
$
52.40

 

 
$

February 2018

 
$

 

 
$

March 2018

 
$

 

 
$

Total
30,243

 
 
 

 
 

(a)
The entire 30,243 units were acquired from employees during the first quarter of 2018 to satisfy tax withholding obligations in connection with the vesting of performance phantom unit awards issued to them.

Item 6. Exhibits

(a) Exhibits
Exhibit Number
 
 
 
Incorporated by Reference (File No. 1-35143, unless otherwise indicated)
 
Description of Exhibit
 
Form
 
Exhibit
 
Filing Date
2.1
 
 
8-K
 
2.1
 
8/14/2017
 
 
 
 
 
 
 
 
 
2.2
 
 
8-K
 
2.1
 
11/8/2017
 
 
 
 
 
 
 
 
 
*‡ 2.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.1
 
 
8-K
 
3.1
 
8/1/2017
 
 
 
 
 
 
 
 
 
3.2
 
 
8-K
 
3.1
 
12/1/2017
 
 
 
 
 
 
 
 
 
*10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.2
 
 
8-K
 
10.1
 
1/5/2018
 
 
 
 
 
 
 
 
 
10.3
 
 
8-K
 
10.2
 
1/5/2018
 
 
 
 
 
 
 
 
 
10.4
 
 
10-K
 
10.90
 
2/21/2018
 
 
 
 
 
 
 
 
 
10.5
 
 
10-K
 
10.100
 
2/21/2018
 
 
 
 
 
 
 
 
 
10.6
 
 
8-K
 
10.1
 
2/23/2018
 
 
 
 
 
 
 
 
 
10.7
 
 
8-K
 
10.2
 
2/23/2018
 
 
 
 
 
 
 
 
 
*31.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

36  |
  ANDXLOGOHIGHRESA06.JPG
 
 

Exhibits

Exhibit Number
 
 
 
Incorporated by Reference (File No. 1-35143, unless otherwise indicated)
 
Description of Exhibit
 
Form
 
Exhibit
 
Filing Date
*31.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*32.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*32.2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
**101.INS
 
XBRL Instance Document
 
 
 
 
 
 
**101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
**101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
**101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
**101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
 
 
**101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 

Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC on request.
*
Filed herewith
**
Submitted electronically herewith

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has not filed with this Report certain instruments defining the rights of holders of long-term debt of the Registrant and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any such agreements to the SEC upon request.

 
 
March 31, 2018  | 37


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Andeavor Logistics LP
 
 
 
 
 
 
By:
Tesoro Logistics GP, LLC
 
 
 
Its general partner
 
 
 
 
Date:
May 7, 2018
By:
/s/ STEVEN M. STERIN
 
 
 
Steven M. Sterin
 
 
 
President and Chief Financial Officer
 
 
 
(Principal Financial Officer and Duly Authorized Officer)


38  |
  ANDXLOGOHIGHRESA06.JPG
 
 
Exhibit 2.3

FIRST AMENDMENT TO
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

This First Amendment to Contribution, Conveyance and Assumption Agreement (this “ Amendment ”), dated January 1, 2018, but effective as of November 8, 2017 (the “ Amendment Effective Date ”), is by and among Andeavor Logistics LP, a Delaware limited partnership (the “ Partnership ”), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), Tesoro Logistics Operations LLC, a Delaware limited liability company (the “ Operating Company ”), Andeavor, a Delaware corporation (“ Andeavor ”), and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”). The above-named entities are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”
WHEREAS , the Parties entered into that certain Contribution, Conveyance and Assumption Agreement dated effective as of November 8, 2017 (the “ Original Agreement ”); and
WHEREAS , the Parties desire to replace Exhibit A-1 to the Original Agreement with Exhibit A-1 attached hereto.
NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties hereto agree as follows:
1.     The Parties hereby agree to delete Exhibit A-1 attached to the Original Agreement and replace it in its entirety with Exhibit A-1 attached hereto and incorporated herein by reference.
2.     The Parties hereby confirm and ratify all of the terms and conditions of the Original Agreement, as amended herein, as of the Amendment Effective Date. All terms not defined herein shall have the meanings set forth in the Original Agreement.

[Signature Page Follows]


1




IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be duly executed effective as of the Amendment Effective Time.

ANDEAVOR


By:   /s/ GREGORY J. GOFF       
   Gregory J. Goff
   President and Chief Executive Officer

TESORO REFINING & MARKETING COMPANY LLC


By:   /s/ GREGORY J. GOFF       
   Gregory J. Goff
   President

ANDEAVOR LOGISTICS LP


By: Tesoro Logistics GP, LLC,
   its general partner


By:   /s/ STEVEN M. STERIN       
   Steven M. Sterin
   President and Chief Financial Officer


TESORO LOGISTICS GP, LLC
TESORO LOGISTICS OPERATIONS LLC


By:   /s/ STEVEN M. STERIN       
   Steven M. Sterin
   President and Chief Financial Officer



Signature Page to First Amendment to Contribution, Conveyance and Assumption Agreement




EXHIBIT A-1

Tankage

Storage Tanks

 
Shell Capacity
Tank #
(Barrels)
1
139,800
2
139,800
3
139,800
4
140,200
5
139,800
6
136,800
7
136,800
8
76,300
9
77,300
10
51,600
11
76,200
12
74,200
13
60,900
14
73,300
15
51,600
16
51,600
17
51,600
18
51,600
19
11,490
20
22,200
21
27,800
22
27,800
23
28,900
24
65,600
25
28,700
26
77,600
27
24,400
28
27,800
29
74,300
30
27,800
31
27,800
32
74,100





33
28,300
34
OOS
35
77,300
36
77,300
37
10,900
38
10,900
45
281
46
OOS
47
OOS
48
OOS
53
952
54
952
55
OOS
56
424
60
140,300
62
OOS
88
OOS
89
OOS
90
OOS
91
27,900
92
141,600
95
OOS
98
OOS
99
OOS
109
488
110
OOS
113
27,900
114
115,900
115
488
134
87,800
138
281
142
142,500
147
OOS
148
137,300
156
NA
157
NA
158
NA
159
OOS
160
1,924
171
124,700





180
NA
202
182,800
203
182,800
221
NA
222
NA
223
NA
224
NA
225
NA
226
NA
227
NA
228
NA
229
NA
230
29,900
231
101,300
232
OOS
247
15,600
248
16,400
249
OOS
241 A
NA
241 B
NA
255
NA
280
NA
801
896
802
896
803
896
804
896
866
713
867
713
877
NA


Sixty-six (66) in service crude and black-oil, petroleum product, and chemicals storage tanks with a total deemed shell capacity of approximately 3.9 million Barrels, thirty-five (35) OOS or incidental tanks, and pipelines and other appurtenances that allow the transport of crude oil and petroleum products to and from the nearby dock and to and from other facilities located at TRMC’s refinery in Anacortes, Washington, and the associated Tank Farm Motor Control Centers. “ OOS ” designates tanks that are currently out of service. For purposes of this Agreement, the Shell Capacity of each Tank shall be deemed to be the volume stated above, regardless of actual capacity of a Tank that might be obtained by on site measurement or other engineering standards.






Other Assets

CoCd
Cost Ctr
AFE #
Asset
SNo.
Cap.date
Asset description
Location
600
21317
164100007
300067090
0
12/23/2016
Pipe, Valves and Fittings
Tank Farm
600
21317
164100007
300067091
0
2/11/2017
Pipe, Valves and Fittings - Installation
Tank Farm
600
21317
164100007
300067092
0
12/8/2016
Electrical
Tank Farm
600
21317
162100077
300067239
0
6/30/2017
Pipe, Valves and Fittings
Tank Farm
600
21317
162100077
300067240
0
5/17/2017
Electrical/Instrument Components
Tank Farm
600
21317
162100077
300067241
0
1/14/2017
Pipe, Valves and Fittings - Installation
Tank Farm
600
21317
162100077
300067242
0
8/17/2017
Instrumentation & Automation
Tank Farm
600
21317
162100077
300067244
0
4/8/2017
Paint
Tank Farm
600
21317
162100077
300067245
0
2/28/2017
Tools and Maintenance Equipment
Tank Farm
600
21317
162100077
300067246
0
7/18/2017
Equipment Rentals
Tank Farm
600
21317
162100077
300067247
0
1/12/2017
In-House Engineering - Equipment
Tank Farm
600
21317
172100068
300070367
0
8/31/2017
Pipe, Valves and Fittings - Installation
Tank Farm
600
21317
172100068
300070369
0
8/31/2017
Paint
Tank Farm
600
21317
172100068
300070370
0
9/30/2017
Professional Services - Equipment
Tank Farm
600
21317
172100068
300070374
0
9/12/2017
In-House Engineering - Equipment
Tank Farm
600
21317
DTKRS.0600.2016.02
950013060
0
11/19/2016
Repair Costs
Tank Farm
600
21317
DTKRS.0600.2016.02
950013061
0
4/8/2017
Engineering
Tank Farm
600
21317
DTKRS.0600.2016.02
950013066
0
11/8/2016
Contract Services
Tank Farm
600
21317
DTKRS.0600.2016.03
950014210
0
1/21/2017
Repair Costs
Tank Farm
600
21317
DTKRS.0600.2016.05
950014279
0
2/28/2017
Repair Costs
Tank Farm
600
21317
DTKRS.0600.2016.05
950014284
0
5/31/2017
Equipment Rentals
Tank Farm
600
21317
DTKRS.0600.2016.05
950014285
0
1/14/2017
Contract Services
Tank Farm
600
21317
DKTRS.0600.2017.01
950014367
0
1/11/2017
Repair Costs
Tank Farm
600
21317
DTKRS.0600.2017.01
950014373
0
6/8/2017
Contract Services
Tank Farm
600
21317
DTKRS.0600.2017.02
950014768
0
6/10/2017
Repair Costs
Tank Farm
600
21317
DTKRS.0600.2017.02
950014774
0
10/31/2017
Contract Services
Tank Farm
600
21317
DTRKS.0600.2017.03
950014859
0
8/16/2017
Repair Costs
Tank Farm
600
21317
DTRKS.0600.2017.03
950014860
0
8/31/2017
Equipment Rentals
Tank Farm
600
21317
0
100004558
0
7/1/1955
OIL STORAGE
Tank Farm
600
21317
0
100004558
2
7/1/1955
OIL STORAGE
Tank Farm
600
21317
0
100004574
0
7/1/1956
OIL STORAGE
Tank Farm
600
21317
0
100004587
0
7/1/1957
OIL STORAGE
Tank Farm
600
21317
0
100004604
0
7/1/1958
OIL STORAGE
Tank Farm
600
21317
0
100004621
0
7/1/1959
OIL STORAGE
Tank Farm
600
21317
0
100004637
0
7/1/1960
OIL STORAGE
Tank Farm
600
21317
0
100004651
0
7/1/1961
OIL STORAGE
Tank Farm
600
21317
0
100004665
0
7/1/1962
OIL STORAGE
Tank Farm
600
21317
0
100004682
0
7/1/1963
OIL STORAGE
Tank Farm
600
21317
0
100004697
0
7/1/1964
OIL STORAGE
Tank Farm
600
21317
0
100004713
0
7/1/1965
OIL STORAGE
Tank Farm
600
21317
0
100004725
0
7/1/1966
OIL STORAGE
Tank Farm





CoCd
Cost Ctr
AFE #
Asset
SNo.
Cap.date
Asset description
Location
600
21317
0
100004740
0
7/1/1967
OIL STORAGE
Tank Farm
600
21317
0
100004751
0
7/1/1968
OIL STORAGE
Tank Farm
600
21317
0
100004764
0
7/1/1969
OIL STORAGE
Tank Farm
600
21317
0
100004777
0
7/1/1970
OIL STORAGE
Tank Farm
600
21317
0
100004789
0
7/1/1971
OIL STORAGE
Tank Farm
600
21317
0
100004803
0
7/1/1972
OIL STORAGE
Tank Farm
600
21317
0
100004819
0
7/1/1973
OIL STORAGE
Tank Farm
600
21317
0
100004834
0
7/1/1974
OIL STORAGE
Tank Farm
600
21317
0
100004850
0
7/1/1975
OIL STORAGE
Tank Farm
600
21317
0
100004874
0
7/1/1977
OIL STORAGE
Tank Farm
600
21317
0
100004887
0
7/1/1978
OIL STORAGE
Tank Farm
600
21317
0
100004903
0
7/1/1979
OIL STORAGE
Tank Farm
600
21317
0
100004918
0
7/1/1980
OIL STORAGE
Tank Farm
600
21317
0
100004931
0
7/1/1981
OIL STORAGE
Tank Farm
600
21317
0
100004944
0
7/1/1982
OIL STORAGE
Tank Farm
600
21317
0
100004957
0
7/1/1983
OIL STORAGE
Tank Farm
600
21317
0
100004972
0
7/1/1984
OIL STORAGE
Tank Farm
600
21317
0
100004987
0
7/1/1985
OIL STORAGE
Tank Farm
600
21317
0
100005002
0
7/1/1986
OIL STORAGE
Tank Farm
600
21317
0
100005016
0
7/1/1987
OIL STORAGE
Tank Farm
600
21317
0
100005067
0
7/1/1990
OIL STORAGE
Tank Farm
600
21317
0
100005085
0
7/1/1991
OIL STORAGE
Tank Farm
600
21317
0
100005104
0
7/1/1992
OIL STORAGE
Tank Farm
600
21317
0
100005123
0
7/1/1993
OIL STORAGE
Tank Farm
600
21317
0
100005145
0
7/1/1994
OIL STORAGE
Tank Farm
600
21317
0
100005163
0
7/1/1995
OIL STORAGE
Tank Farm
600
21317
0
100005182
0
7/1/1996
OIL STORAGE
Tank Farm
600
21317
0
100005199
0
7/1/1997
OIL STORAGE
Tank Farm
600
21317
0
100005215
0
11/15/1998
OIL STORAGE
Tank Farm
600
21317
0
100076635
0
7/1/1955
INTERCONNECT OIL LINES AND CONNECTIONS
Tank Farm
600
21317
2100004
100012064
0
9/11/2000
4 STEAM HEATERS FOR CRUDE OIL STORAGE TANK 3
Tank Farm
600
21317
2100013
100013318
0
9/11/2001
CRUDE FEED SEGREGATION
Tank Farm
600
21317
2100022
100012724
0
4/12/2001
RE-INSULATE TANK2 LINES & INSTALL STEAM HEAT TRACE
Tank Farm
600
21317
5100035
100012257
0
10/3/2000
TANK 31 FLOOR REPLACEMENT
Tank Farm
600
21317
5100043
100012258
0
10/23/2000
TANK 37 LEVEL GUAGE
Tank Farm
600
21317
7100004
100012259
0
9/11/2000
TANK 3 SEAL REPLACEMENT
Tank Farm
600
21317
7100028
100013475
0
11/1/2001
WATER-IN CRUDE MONITOR $ CONTROL VALVE
Tank Farm
600
21317
12100018
100016514
0
1/9/2002
BULK LP OXIDATION SYSTEM
Tank Farm
600
21317
14100003
100013698
0
11/15/2001
MODIFY (2) BUTANE/PROPANE DELUGE FIRE WATER VALVES
Tank Farm
600
21317
15100034
100013705
0
8/21/2001
REPLACE ROOF - TANK 25
Tank Farm
600
21317
17100003
100013710
0
3/8/2001
SECONDARY SEAL - TANK 14
Tank Farm
600
21317
17100010
100013707
0
6/13/2001
TANK 60 SEAL REPLACEMENT
Tank Farm
600
21317
24100016
100018838
0
12/31/2002
AUTOMATE VALVES ON PROPANE/BUTANE SYSTEM
Tank Farm
600
21317
25100004
100018898
0
12/27/2002
FUELS MANGER - TANK LEVEL/ALARM SYSTEM - SOFTWARE
Tank Farm
600
21317
27100014
100017445
0
7/8/2002
TANK 27 ROOF SEAL REPLACEMENT
Tank Farm
600
21317
35100007
100019016
0
3/3/2003
REPLACE ROOF INSULATION - TANK 34
Tank Farm





CoCd
Cost Ctr
AFE #
Asset
SNo.
Cap.date
Asset description
Location
600
21317
35100060
100036026
0
4/12/2004
TANK 11 FLOOR REPLACEMENT
Tank Farm
600
21317
35100073
100036027
0
4/19/2004
TANK 148 FLOOR AND SEAL REPLACEMENT
Tank Farm
600
21317
37100018
100034937
0
12/18/2003
AUTOMATE TANK 5 DEWATERING
Tank Farm
600
21317
37100018
100035076
0
1/1/2004
AUTOMATE TANK 5 DEWATERING
Tank Farm
600
21317
42100010
100037283
0
9/1/2005
RAIL LOADING RACK UPGRADES
Tank Farm
600
21317
42100010
100037284
0
9/1/2005
TANK FARM FIELD PIPING
Tank Farm
600
21317
45100007
100036276
0
6/30/2004
TANK 12 CONE ROOF AND FLOOR PLATE REPLACEMENT
Tank Farm
600
21317
45100027
100036505
0
10/4/2004
TANK 33 FLOOR REPLACEMENT
Tank Farm
600
21317
47100019
100037105
0
6/15/2005
DEWATERING INSTRUMENTATION - TANK 3
Tank Farm
600
21317
47100028
100037106
0
6/15/2005
DEWATERING INSTRUMENTATION - TANK 2
Tank Farm
600
21317
52100026
100040519
0
1/1/2008
USLD OFFSITE INFRASTRUCTURE UPGRADE- SHIPPING PUMP
Tank Farm
600
21317
52100026
100040520
0
1/1/2008
USLD OFFSITE INFRASTRUCTURE UPGRADE-LUBRICITY SKID
Tank Farm
600
21317
52100026
100040521
0
1/1/2008
USLD OFFSITE INFRASTRUCTURE-SHIPPING PUMP STAIRWAY
Tank Farm
600
21317
55100014
100037451
0
10/15/2005
TANK 36 FLOOR REPLACEMENT
Tank Farm
600
21317
55100014
100037452
0
10/15/2005
TANK 36 FLOOR REPLACEMENT - CP MONITORING SYSTEM
Tank Farm
600
21317
62100018
100038638
0
11/1/2006
BOTTOM - TANK 35
Tank Farm
600
21317
62100033
100038970
0
2/15/2007
TANK 9 SUCTION LINE
Tank Farm
600
21317
77100013
100039922
0
7/15/2007
TANK 54 SAAB TANK RADAR LEVEL GAUGE
Tank Farm
600
21317
77100018
100040969
0
7/15/2008
AGAR MOISTURE ANALYZER - TANK 3
Tank Farm
600
21317
77100018
100040970
0
7/15/2008
SOLARTRON DENSITOMETER ANALYZER - TANK 3
Tank Farm
600
21317
77100018
100040971
0
7/15/2008
AGAR MOISTURE ANALYZER - TANK 60
Tank Farm
600
21317
77100018
100040972
0
7/15/2008
SOLARTRON DENSITOMETER ANALYZER - TANK 60
Tank Farm
600
21317
77100032
100043432
0
3/1/2009
TANK 60 AUTOMATIC DEWATERING CONTROLS
Tank Farm
600
21317
82100001
100044771
0
1/10/2010
TANK 23 MOTOR OPERATED VALVES (MOV)
Tank Farm
600
21317
82100028
100044024
0
5/13/2009
16" CRUDE CUSTODY TRANSFER SONIC FLOW METER
Tank Farm
600
21317
84100013
100042604
0
11/15/2008
MOBILE SAFE ACCESS TTX SYSTEM - LADDER W/ PLATFORM
Tank Farm
600
21317
85100026
100044083
0
5/29/2009
REDUNDANT HIGH LEVEL ALARM - TANK 1
Tank Farm
600
21317
85100026
100044084
0
5/29/2009
REDUNDANT HIGH LEVEL ALARM - TANK 60
Tank Farm
600
21317
87100036
100047463
0
4/1/2011
CRUDE AGAR AND DENSITY ANALYZER
Tank Farm
600
21317
87100036
100047463
1
4/1/2011
CRUDE AGAR AND DENSITY ANALYZER
Tank Farm
600
21317
94100025
100045214
0
2/10/2010
MOV - CRUDE/BUNKER BLOCK VALVES TO WHARF
Tank Farm
600
21317
97100011
100045670
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 2
Tank Farm
600
21317
97100011
100045670
1
1/1/2011
REDUNDANT HIGH LEVEL ALARM - TANK 2
Tank Farm
600
21317
97100011
100045671
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 3
Tank Farm
600
21317
97100011
100045672
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 4
Tank Farm





CoCd
Cost Ctr
AFE #
Asset
SNo.
Cap.date
Asset description
Location
600
21317
97100011
100045673
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 5
Tank Farm
600
21317
97100011
100045674
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 26
Tank Farm
600
21317
97100011
100045675
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 91
Tank Farm
600
21317
97100011
100045676
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 114
Tank Farm
600
21317
97100011
100045677
0
3/15/2010
REDUNDANT HIGH LEVEL ALARM - TANK 171
Tank Farm
600
21317
112100016
100047908
0
6/1/2011
ASPHALT PLANT CRUDE RAILCAR UNLOADING FACILITY
Tank Farm
600
21317
112100016
100047908
1
1/1/2012
ASPHALT PLANT CRUDE RAILCAR UNLOADING FACILITY
Tank Farm
600
21317
112100041
100051108
0
9/5/2012
CROF - TANK TK-280 (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051108
1
1/1/2013
CROF - TANK TK-280 (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051109
0
9/5/2012
CROF - PIPE (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051109
1
1/1/2013
CROF - PIPE (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051109
2
1/1/2014
CROF - PIPE (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051110
0
9/5/2012
CROF - INSTRUMENTATION (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051110
1
1/1/2013
CROF - INSTRUMENTATION (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051111
0
9/5/2012
CROF - CATHODIC PROTECTION (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051111
1
1/1/2013
CROF - CATHODIC PROTECTION (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051117
0
9/5/2012
CROF - ELECTRICAL - OSBL (INSIDE REFINERY)
Tank Farm
600
21317
112100041
100051117
1
1/1/2013
CROF - ELECTRICAL - OSBL (INSIDE REFINERY)
Tank Farm
600
21317
134100023
100058365
0
9/22/2014
TRAILER MOUNTED FIRE MONITOR
Tank Farm
600
21317
142100013
100058504
0
10/26/2014
TANK 230 CONVERSION TO BUTANE SERVICE
Tank Farm
600
21317
142100013
100058504
1
3/1/2015
TANK 230 CONVERSION TO BUTANE SERVICE
Tank Farm
600
21317
147100005
100060118
0
1/1/2015
TANK 27 ANACORTES GASOLINE TANK MIXERS AND TAPS
Tank Farm
600
21317
147100005
100060119
0
1/1/2015
TANK 28 ANACORTES GASOLINE TANK MIXERS AND TAPS
Tank Farm
600
21317
147100005
100060120
0
1/1/2015
TANK 32 ANACORTES GASOLINE TANK MIXERS AND TAPS
Tank Farm
600
21317
147100005
100060120
1
1/1/2016
TANK 32 ANACORTES GASOLINE TANK MIXERS AND TAPS
Tank Farm
600
21317
147100005
100060121
0
1/1/2015
TANK 92 ANACORTES GASOLINE TANK MIXERS AND TAPS
Tank Farm
600
21317
147100005
100060122
0
1/1/2015
TANK 30 ANACORTES GASOLINE TANK MIXERS AND TAPS
Tank Farm
600
21317
147100005
100060123
0
1/1/2015
TANK 31 ANACORTES GASOLINE TANK MIXERS AND TAPS
Tank Farm
600
21317
154100022
100071643
0
3/11/2016
PROPANE RELIEF SYSTEM
Tank Farm
600
21317
157100009
100072114
0
4/13/2016
KINDER MORGAN CRUDE CONTAINMENT
Tank Farm
600
21317
162100077
100076639
0
9/7/2017
JET TANKAGE INCREASE (TANK FARM)
Tank Farm
600
21317
164100003
100072673
0
6/1/2016
TANK 38
Tank Farm
600
21317
164100003
100072713
0
6/29/2016
TANK 37 ZONE C BUTANE STORAGE TANK 38 SAFETY IMP
Tank Farm





CoCd
Cost Ctr
AFE #
Asset
SNo.
Cap.date
Asset description
Location
600
21317
164100003
100072713
1
1/1/2017
TANK 37 ZONE C BUTANE STORAGE TANK 38 SAFETY IMP
Tank Farm
600
21317
164100007
100076573
0
8/1/2017
TK134,TK27,TK28,TK29 & TK92 MIXERS AND TAPS
Tank Farm
600
21317
67100039
100060113
0
3/23/2015
TANK 1 SAP#1254807 AUTOMATE TANK 1 DEWATERING
Tank Farm
600
21317
7W9210
100005261
0
9/1/1998
ASPHALT SALES PROJECT
Tank Farm
600
21317
7W9210
100005262
0
12/1/1998
ASPHALT SALES PROJECT
Tank Farm
600
21317
7Y1110
100005279
0
9/1/1998
NEW 12IN FLOATING SUCTION FOR TK8
Tank Farm
600
21317
7Y1110
100005280
0
12/1/1998
NEW 12IN FLOATING SUCTION FOR TK8
Tank Farm
600
21317
982100001
100007300
0
4/1/1999
ASPHALT SALES PROJECT
Tank Farm
600
21317
985100007
100006944
0
4/30/1999
CLEAN/REPAIR TANK 9
Tank Farm
600
21317
992100004
100011672
0
1/31/2000
HIGH SULFUR DIESEL DYE INJECTION SYSTEM
Tank Farm
600
21317
992100008
100011422
0
1/15/2000
DEDICATED DIESEL LINE TO WHARF
Tank Farm
600
21317
992100020
100011673
0
5/31/2000
ASPHAULT ANTI-STRIP INJECTION
Tank Farm
600
21317
992100022
100011428
0
1/12/2000
LOW SULFUR TO HIGH SULFUR DIESEL CROSSOVER
Tank Farm
600
21317
994100001
100011430
0
1/17/2000
RUNDOWN LINE - TEMPERATURE INDICATORS
Tank Farm
600
21317
995100002
100011188
0
7/1/1999
MIXER FOR TANK 29
Tank Farm
600
21317
995100003
100011238
0
10/7/1999
TK38 RADAR LEVEL TRANSMITTER
Tank Farm
600
21317
995100005
100011244
0
7/1/1999
CC FD TK 2-FLOOR R
Tank Farm
600
21317
995100023
100011250
0
10/1/1999
TANK 19 SEAL REPLACEMENT
Tank Farm
600
21317
995100024
100012256
0
2/7/2000
TANK 29 FLOOR REPLACEMENT
Tank Farm
600
21317
995100025
100012118
0
6/30/2000
REPLACE OVERHEAD TRANSFORMER CONNECTIONS
Tank Farm
600
21317
995100026
100012119
0
9/30/2000
REPLACE FEEDER # 242 IN TANK FARM
Tank Farm
600
21317
997100004
100011251
0
10/1/1999
TK4 SECONDARY SEALS
Tank Farm
600
21317
997100004
100011366
0
1/1/2000
TK4 SECONDARY SEALS
Tank Farm
600
21317
997100006
100011242
0
11/1/1999
TK21 SECONDARY SEALS
Tank Farm
600
21317
997100006
100011364
0
1/1/2000
TK21 SECONDARY SEALS
Tank Farm
600
21317
997100007
100011441
0
2/29/2000
1999 SECONDARY SEALS-TANK 22
Tank Farm
600
21317
DTKRS.0600.2014
900002284
0
7/2/2014
TANK 32 -PRIMARY AND SECONDARY SEALS
Tank Farm
600
21317
DTKRS0600201101
900001739
0
8/15/2011
TANK 22 FLOOR RESTORATION
Tank Farm
600
21317
DTKRS0600201401
900002285
0
7/2/2014
TANK 32-ROOF DRAIN
Tank Farm
600
21317
DTKRS0600201401
900002286
0
7/2/2014
TANK 32-REPLACEMENT FLOOR
Tank Farm
600
21317
DTKRS0600201403
900002390
0
10/31/2014
TANK 27 RESTORATION
Tank Farm
600
21317
DTKRS0600201403
900002390
1
7/31/2015
TANK 27 RESTORATION
Tank Farm
600
21317
DTKRS0600201404
900002602
0
4/30/2015
TANK 1 SAP #1254807
Tank Farm
600
21317
DTKRS0600201404
900002602
1
1/1/2016
TANK 1 SAP #1254807
Tank Farm
600
21317
DTKRS0600201502
900002791
0
12/29/2015
TANK 28 RESTORATION
Tank Farm
600
21317
DTKRS0600201502
900002791
1
1/1/2016
TANK 28 RESTORATION
Tank Farm
600
21317
DTKRS0600201601
900003144
0
8/15/2016
TK134 REGULAR UNLEADED STORAGE TANK
Tank Farm
600
21317
7Y0410
100005271
0
8/1/1998
CLEAN,INSPECT & REPAIR TK 89
Tank Farm





CoCd
Cost Ctr
AFE #
Asset
SNo.
Cap.date
Asset description
Location
600
21317
DTKRS0600201602
900003474
0
2/23/2017
ASSET #000100004558-0002 TK25
Tank Farm
600
21317
DTKRS0600201603
900003986
0
9/4/2017
TK19 OFF SPEC STORAGE TANK
Tank Farm
600
21317
DTKRS0600201605
900003907
0
9/18/2017
TK24 NHT FEED STORAGE TANK RESTORATION
Tank Farm
600
21317
DTKRS0600201701
900003868
0
7/1/2017
ASSET #100011442 TK92 REG GAS STORAGE TANK 1005204
Tank Farm
600
21317
DTKRS0600201702
900004005
0
10/16/2017
EQUIP #1005203 TK-91 ULTRA LOW SULFUR DIESEL TANK
Tank Farm
600
21338
172100073
300070734
0
9/22/2017
Electrical/Instrument Components
Tank Farm
600
21338
172100073
300070746
0
9/12/2017
In-House Engineering – Equipment
Tank Farm
600
21338
0
100004556
0
7/1/1955
BLENDING PLANT
Blender
600
21338
0
100004561
0
7/1/1955
CHEMICAL HANDLING
Blender
600
21338
0
100004573
0
7/1/1956
BLENDING PLANT
Blender
600
21338
0
100004585
0
7/1/1957
BLENDING PLANT
Blender
600
21338
0
100004590
0
7/1/1957
CHEMICAL HANDLING
Blender
600
21338
0
100004602
0
7/1/1958
BLENDING PLANT
Blender
600
21338
0
100004619
0
7/1/1959
BLENDING PLANT
Blender
600
21338
0
100004635
0
7/1/1960
BLENDING PLANT
Blender
600
21338
0
100004649
0
7/1/1961
BLENDING PLANT
Blender
600
21338
0
100004662
0
7/1/1962
BLENDING PLANT
Blender
600
21338
0
100004679
0
7/1/1963
BLENDING PLANT
Blender
600
21338
0
100004694
0
7/1/1964
BLENDING PLANT
Blender
600
21338
0
100004700
0
7/1/1964
CHEMICAL HANDLING
Blender
600
21338
0
100004748
0
7/1/1968
BLENDING PLANT
Blender
600
21338
0
100004754
0
7/1/1968
CHEMICAL HANDLING
Blender
600
21338
0
100004766
0
7/1/1969
CHEMICAL HANDLING
Blender
600
21338
0
100004774
0
7/1/1970
BLENDING PLANT
Blender
600
21338
0
100004801
0
7/1/1972
BLENDING PLANT
Blender
600
21338
0
100004817
0
7/1/1973
BLENDING PLANT
Blender
600
21338
0
100004822
0
7/1/1973
CHEMICAL HANDLING
Blender
600
21338
0
100004847
0
7/1/1975
BLENDING PLANT
Blender
600
21338
0
100004853
0
7/1/1975
CHEMICAL HANDLING
Blender
600
21338
0
100004901
0
7/1/1979
BLENDING PLANT
Blender
600
21338
0
100004929
0
7/1/1981
BLENDING PLANT
Blender
600
21338
0
100004984
0
7/1/1985
BLENDING PLANT
Blender
600
21338
0
100005000
0
7/1/1986
BLENDING PLANT
Blender
600
21338
0
100005032
0
7/1/1988
BLENDING PLANT
Blender
600
21338
0
100005051
0
7/1/1989
CHEMICAL HANDLING
Blender
600
21338
0
100005087
0
7/1/1991
CHEMICAL HANDLING
Blender
600
21338
0
100005101
0
7/1/1992
BLENDING PLANT
Blender
600
21338
0
100005120
0
7/1/1993
BLENDING PLANT
Blender
600
21338
0
100005142
0
7/1/1994
BLENDING PLANT
Blender
600
21338
0
100005159
0
7/1/1995
BLENDING PLANT
Blender
600
21338
0
100005178
0
7/1/1996
BLENDING PLANT
Blender
600
21338
32100010
100036282
0
6/30/2004
ANTEK P6200S SULFUR ANALYZER
Blender
600
21338
42100004
100037045
0
5/15/2005
REID VAPOR PRESSURE ANALYZER
Blender
600
21338
42100004
100037047
0
5/15/2005
NEAR INFRA-RED SPECTROMETER
Blender
600
21338
42100004
100038658
0
1/1/2006
REID VAPOR PRESSURE ANALYZER
Blender
600
21338
42100004
100038659
0
1/1/2006
NEAR INFRA-RED SPECTROMETER
Blender
600
21338
45100025
100036509
0
10/29/2004
CARB PROPERTIES IN BLENDER BPC
Blender
600
21338
62100005
100045024
0
1/1/2010
MCS GASOLINE BLENDING SYSTEM SOFTWARE
Blender





CoCd
Cost Ctr
AFE #
Asset
SNo.
Cap.date
Asset description
Location
600
21338
62100005
100045025
0
1/1/2010
(5) PERSONAL COMPUTERS - MCS GASOLINE BLENDER UPGR
Blender
600
21338
62100005
100045028
0
1/1/2010
PROCESS CONTROL EQUIP - MCS GASOLINE BLENDING UPGR
Blender
600
21338
75100027
100041284
0
10/15/2008
CONCRETE CONTAINMENT PAD @ CAUSTIC UNLOAD FACILITY
Blender
600
21338
984100002
100007302
0
8/1/1999
HEATED EYE WASH STATIONS IN CHEMICAL TANK AREA (3)
Blender
600
21338
994100004
100011431
0
1/1/2000
BLENDING - REPLACE 2400V MOTOR STARTERS
Blender



Exhibit 10.1


FIRST AMENDMENT TO STORAGE SERVICES AGREEMENT – ANACORTES II

This First Amendment to Storage Services Agreement – Anacortes II (this “ Amendment ”) is dated January 1, 2018, but effective as of November 8, 2017, by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“ TLO ”), and for purposes of Section 24(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), and Andeavor Logistics LP, a Delaware limited partnership (the “ Partnership ”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Customer ”), on the other hand.


RECITALS    

WHEREAS , the Parties entered into that certain Storage Services Agreement – Anacortes II, dated effective as of the Commencement Date (the “ Original Agreement ”) pursuant to which TLO provides storage, handling, blending and other services with respect to crude oil, refinery feedstocks and refined products owned by Customer and stored at Storage Facility II, on the terms and conditions set forth therein; and
WHEREAS , the Parties desire to replace Schedule A and Schedule B of the Original Agreement with Schedule A-1 and Schedule B-1 attached hereto, respectively.
NOW, THEREFORE , in consideration of the covenants and obligations contained herein, the Parties to this Amendment hereby agree as follows:
1.     The Parties hereby agree to delete Schedule A and Schedule B attached to the Original Agreement and replace them in their entirety with Schedule A-1 and Schedule B-1, respectively, attached hereto and incorporated herein by reference.
2.     The Parties hereby confirm and ratify all of the terms and conditions of the Original Agreement, as amended herein, as of the date of execution hereof. All terms not defined herein shall have the meanings set forth in the Original Agreement.


[Signature Page Follows]


1



IN WITNESS WHEREOF , the Parties hereto have duly executed this Agreement as of the Commencement Date.

TESORO LOGISTICS OPERATIONS LLC


By:   /s/ STEVEN M. STERIN          
Steven M. Sterin
President and Chief Financial Officer




ANDEAVOR LOGISTICS LP
By: TESORO LOGISTICS GP, LLC,
         its general partner


By:   /s/ STEVEN M. STERIN          
Steven M. Sterin
President and Chief Financial Officer

TESORO LOGISTICS GP, LLC

By:   /s/ STEVEN M. STERIN          
Steven M. Sterin
President and Chief Financial Officer










TESORO REFINING & MARKETING COMPANY
LLC


By: /s/ GREGORY J. GOFF             
Gregory J. Goff
President












Schedule A-1
First Amendment to Storage Services Agreement – Anacortes II


SCHEDULE A-1
Storage Facility
Sixty-six (66) in service crude and black-oil, petroleum product, and chemicals storage tanks with a total deemed shell capacity of approximately 3.9 million Barrels, thirty-five (35) OOS or incidental tanks, a gasoline blending unit, a transfer pump house, and pipelines and other appurtenances that allow the transport of crude oil and petroleum products to and from the nearby dock and to and from other facilities located at the Refinery. “OOS” designates tanks that are currently out of service. No Shell Capacity will be charged hereunder for OOS or incidental tanks, unless an OOS tank is returned to service. For purposes of this Agreement, the Shell Capacity of each Tank shall be deemed to be the volume stated on Schedule B-1, regardless of actual capacity of a Tank that might be obtained by on site measurement or other engineering standards.


Schedule A-1
First Amendment to Storage Services Agreement – Anacortes II


SCHEDULE B-1
TANKS
TANK NUMBER
SHELL CAPACITY (in Barrels)
1
139,800
2
139,800
3
139,800
4
140,200
5
139,800
6
136,800
7
136,800
8
76,300
9
77,300
10
51,600
11
76,200
12
74,200
13
60,900
14
73,300
15
51,600
16
51,600
17
51,600
18
51,600
19
11,490
20
22,200
21
27,800
22
27,800
23
28,900
24
65,600
25
28,700
26
77,600
27
24,400
28
27,800
29
74,300
30
27,800
31
27,800
32
74,100
33
28,300
34
OOS
35
77,300
36
77,300
37
10,900
38
10,900

    


TANK NUMBER
SHELL CAPACITY (in Barrels)
45
281
46
OOS
47
OOS
48
OOS
53
952
54
952
55
OOS
56
424
60
140,300
62
OOS
88
OOS
89
OOS
90
OOS
91
27,900
92
141,600
95
OOS
98
OOS
99
OOS
109
488
110
OOS
113
27,900
114
115,900
115
488
134
87,800
138
281
142
142,500
147
OOS
148
137,300
156
NA
157
NA
158
NA
159
OOS
160
1,924
171
124,700
180
NA
202
182,800
203
182,800
221
NA
222
NA
223
NA
224
NA

    


TANK NUMBER
SHELL CAPACITY (in Barrels)
225
NA
226
NA
227
NA
228
NA
229
NA
230
29,900
231
101,300
232
OOS
247
15,600
248
16,400
249
OOS
241 A
NA
241 B
NA
255
NA
280
NA
801
896
802
896
803
896
804
896
866
713
867
713
877
NA


    


Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Gregory J. Goff, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Andeavor Logistics LP;

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(d)
Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:
May 7, 2018
/s/ GREGORY J. GOFF  
 
 
Gregory J. Goff 
 
 
Chief Executive Officer of Tesoro Logistics GP, LLC
 
 
(the general partner of Andeavor Logistics LP)




Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Steven M. Sterin, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Andeavor Logistics LP;

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(d)
Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:
May 7, 2018
/s/ STEVEN M. STERIN
 
 
Steven M. Sterin
 
 
Chief Financial Officer of Tesoro Logistics GP, LLC
 
 
(the general partner of Andeavor Logistics LP)





Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Andeavor Logistics LP (the "Partnership") on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory J. Goff, Chief Executive Officer of Tesoro Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ GREGORY J. GOFF
Gregory J. Goff
Chief Executive Officer of Tesoro Logistics GP, LLC
(the general partner of Andeavor Logistics LP)
May 7, 2018

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Andeavor Logistics LP (the "Partnership") on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven M. Sterin, Chief Financial Officer of Tesoro Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ STEVEN M. STERIN
Steven M. Sterin
Chief Financial Officer of Tesoro Logistics GP, LLC
(the general partner of Andeavor Logistics LP)
May 7, 2018

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.