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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27‑4151603
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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19100 Ridgewood Pkwy, San Antonio, Texas 78259-1828
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(Address of principal executive offices) (Zip Code)
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210-626-6000
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Table of Contents
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Note 2 - Acquisitions
and Divestitures
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2
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Financial Statements
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2018
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2017 (a)
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2018
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2017 (a)
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(In millions, except per unit amounts)
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Revenues: (b)
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Affiliate
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$
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381
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$
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271
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$
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699
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$
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474
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Third-party
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176
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336
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393
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553
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Total Revenues
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557
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607
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1,092
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1,027
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Costs and Expenses:
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Cost of fuel and other (excluding items shown separately below) (b)
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—
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162
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—
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162
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NGL expense (excluding items shown separately below)
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45
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56
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93
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115
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Operating expenses (excluding depreciation and amortization)
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201
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152
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391
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278
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Depreciation and amortization expenses
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83
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66
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163
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124
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General and administrative expenses
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25
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28
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52
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55
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(Gain) loss on asset disposals and impairments
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1
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(26
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)
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1
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(26
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)
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Operating Income
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202
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169
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392
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319
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Interest and financing costs, net
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(58
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)
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(63
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)
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(112
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(125
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)
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Equity in earnings of equity method investments
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3
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3
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5
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5
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Other income, net
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1
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2
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2
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4
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Net Earnings
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$
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148
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$
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111
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$
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287
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$
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203
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Earnings attributable to Predecessors
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$
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—
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$
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(1
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)
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$
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—
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$
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(1
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)
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Net Earnings Attributable to Partners
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148
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110
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287
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202
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Preferred unitholders’ interest in net earnings
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(10
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)
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—
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(24
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)
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—
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General partner’s interest in net earnings, including incentive distribution rights
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—
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(40
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)
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—
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(77
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)
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Limited Partners’ Interest in Net Earnings
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$
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138
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$
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70
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$
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263
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$
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125
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Net earnings per limited partner unit
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Common - basic
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$
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0.63
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$
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0.63
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$
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1.23
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$
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1.15
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Common - diluted
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$
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0.63
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$
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0.63
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$
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1.23
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$
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1.15
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Weighted average limited partner units outstanding
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Common units - basic
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217.2
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108.0
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217.2
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106.4
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Common units - diluted
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217.3
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108.1
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217.3
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106.5
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Cash distributions paid per unit
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$
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1.015
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$
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0.940
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$
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2.015
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$
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1.850
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(a)
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Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.
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(b)
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Due to the adoption of the revenue recognition standard effective January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted. See Note 1 for further discussion.
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June 30, 2018
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3
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Financial Statements
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June 30,
2018 |
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December 31,
2017 |
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(In millions, except unit amounts)
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Assets
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Current Assets
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Cash and cash equivalents
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$
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44
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$
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75
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Receivables, net of allowance for doubtful accounts
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Trade and other
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200
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219
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Affiliate
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191
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184
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Prepayments and other current assets
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55
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27
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Total Current Assets
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490
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505
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Property, Plant and Equipment, Net
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Property, plant and equipment, at cost
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6,638
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6,295
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Accumulated depreciation
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(1,013
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)
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(882
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)
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Property, Plant and Equipment, Net
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5,625
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5,413
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Acquired Intangibles, Net
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1,128
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1,153
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Goodwill
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712
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692
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Equity Method Investments
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308
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320
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Other Noncurrent Assets, Net
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96
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86
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Total Assets
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$
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8,359
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$
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8,169
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Liabilities and Equity
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Current Liabilities
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Accounts payable
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Trade and other
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$
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163
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$
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160
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Affiliate
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265
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199
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Accrued interest and financing costs
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40
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40
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Other current liabilities
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65
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75
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Total Current Liabilities
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533
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474
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Debt, Net of Unamortized Issuance Costs
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4,372
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4,127
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Other Noncurrent Liabilities
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71
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54
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Total Liabilities
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4,976
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4,655
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Commitments and Contingencies (Note 5)
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Equity
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Preferred unitholders;
600,000
units issued and outstanding in 2018 and 2017
|
604
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589
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Common unitholders;
217,189,001
units issued and outstanding (217,097,057 in 2017)
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2,779
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2,925
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Total Equity
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3,383
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3,514
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Total Liabilities and Equity
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$
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8,359
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$
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8,169
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4
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Financial Statements
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Six Months Ended
June 30, |
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2018
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2017 (a)
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(In millions)
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Cash Flows From (Used In) Operating Activities
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Net earnings
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$
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287
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$
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203
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Adjustments to reconcile net earnings to net cash from operating activities:
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Depreciation and amortization expenses
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163
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124
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(Gain) loss on asset disposals and impairments
|
1
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|
(26
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)
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Other operating activities
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16
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20
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Changes in current assets and liabilities
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6
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|
1
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Changes in noncurrent assets and liabilities
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(12
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)
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(4
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)
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Net cash from operating activities
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461
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318
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Cash Flows From (Used In) Investing Activities
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Capital expenditures
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(146
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)
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|
(90
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)
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Acquisitions, net of cash
|
(180
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)
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|
(651
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)
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Proceeds from sales of assets
|
—
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|
42
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Net cash used in investing activities
|
(326
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)
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|
(699
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)
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Cash Flows From (Used In) Financing Activities
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|
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|
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Borrowings under revolving credit agreements
|
520
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|
189
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Repayments under revolving credit agreements
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(278
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)
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|
(469
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)
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Proceeds from issuance of common units, net of issuance costs
|
—
|
|
|
281
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Proceeds from issuance of general partner units, net of issuance costs
|
—
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|
6
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Quarterly distributions to common unitholders
|
(411
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)
|
|
(195
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)
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Quarterly distributions to general partner
|
—
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|
|
(85
|
)
|
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Distributions to preferred unitholders
|
(8
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)
|
|
—
|
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Distributions in connection with acquisitions
|
—
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|
(5
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)
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Capital contributions by affiliate
|
14
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|
|
19
|
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Other financing activities
|
(3
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)
|
|
(3
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)
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Net cash used in financing activities
|
(166
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)
|
|
(262
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)
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Decrease in Cash and Cash Equivalents
|
(31
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)
|
|
(643
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)
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Cash and Cash Equivalents, Beginning of Period
|
75
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|
|
688
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Cash and Cash Equivalents, End of Period
|
$
|
44
|
|
|
$
|
45
|
|
|
|
June 30, 2018
|
5
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Notes to Condensed Consolidated Financial Statements (Unaudited)
|
6
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|
|
|
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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|
|
June 30, 2018
|
7
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Notes to Condensed Consolidated Financial Statements (Unaudited)
|
8
|
|
|
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|
Notes to Condensed Consolidated Financial Statements (Unaudited)
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Cash
|
$
|
22
|
|
Receivables
|
112
|
|
|
Inventories
|
11
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Prepayments and Other Current Assets
|
25
|
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|
Property, Plant and Equipment (a)
|
1,357
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Goodwill
|
558
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Acquired Intangibles
|
130
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Other Noncurrent Assets
|
2
|
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Accounts Payable
|
(167
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)
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Accrued Liabilities
|
(41
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)
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Debt
|
(347
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)
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Total purchase price
|
$
|
1,662
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(a)
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Estimated useful lives ranging from
3
to
22
years have been assumed based on the preliminary valuation.
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|
|
June 30, 2018
|
9
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
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Three Months Ended
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|
Six Months Ended
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June 30, 2017
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|
June 30, 2017
|
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Revenues
|
$
|
1,039
|
|
|
$
|
2,063
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Net earnings (a)
|
123
|
|
|
213
|
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(a)
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While many recurring adjustments impact the pro forma figures presented, the pro forma condensed statements of consolidated operations for the
three and six
months ended
June 30, 2017
includes a significant non-recurring adjustment to recognize the WNRL Merger acquisition and integration costs and reflects these costs in the first quarter of 2017, the period the acquisition was assumed to be completed for pro forma purposes. For the
six
months ended
June 30, 2017
, we recognized acquisition costs related to the WNRL Merger of
$17 million
as well as
$3 million
of severance costs.
|
10
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
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|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
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|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues (a)
|
$
|
381
|
|
|
$
|
271
|
|
|
$
|
699
|
|
|
$
|
474
|
|
Operating expenses (b)
|
52
|
|
|
44
|
|
|
103
|
|
|
83
|
|
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General and administrative expenses
|
18
|
|
|
19
|
|
|
38
|
|
|
39
|
|
(a)
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Andeavor accounted for
68%
and
45%
of our total revenues for the
three
months ended
June 30, 2018
and
2017
, respectively, and
64%
and
46%
for the
six
months ended
June 30, 2018
and
2017
, respectively.
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(b)
|
Net of reimbursements from Andeavor pursuant to the Amended Omnibus Agreement, the Carson Assets Indemnity Agreement and other affiliate agreements of
$3 million
and
$2 million
for the
three
months ended
June 30, 2018
and
2017
, respectively, and
$10 million
and
$5 million
for the
six
months ended
June 30, 2018
and
2017
, respectively.
|
|
June 30,
2018 |
|
December 31, 2017
|
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Total debt
|
$
|
4,423
|
|
|
$
|
4,182
|
|
Unamortized issuance costs
|
(50
|
)
|
|
(54
|
)
|
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Current maturities
|
(1
|
)
|
|
(1
|
)
|
||
Debt, Net of Current Maturities and Unamortized Issuance Costs
|
$
|
4,372
|
|
|
$
|
4,127
|
|
|
Total
Capacity
|
|
Amount Borrowed as of June 30, 2018
|
|
Outstanding
Letters of Credit
|
|
Available Capacity as of June 30, 2018
|
|
Weighted Average Interest Rate
|
|
Expiration
|
|||||||||
Revolving Credit Facility (a)
|
$
|
1,100
|
|
|
$
|
665
|
|
|
$
|
—
|
|
|
$
|
435
|
|
|
3.83
|
%
|
|
January 29, 2021
|
Dropdown Credit Facility
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
—
|
%
|
|
January 29, 2021
|
||||
Total Credit Facilities (a)
|
$
|
2,100
|
|
|
$
|
665
|
|
|
$
|
—
|
|
|
$
|
1,435
|
|
|
|
|
|
(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.
|
|
|
June 30, 2018
|
11
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
Partnership
|
|
Total
|
||||||||
|
Common
|
|
Preferred
|
|
|||||||
Balance at December 31, 2017
|
$
|
2,925
|
|
|
$
|
589
|
|
|
$
|
3,514
|
|
Distributions to common and preferred unitholders (a)
|
(411
|
)
|
|
(8
|
)
|
|
(419
|
)
|
|||
Net earnings attributable to partners
|
263
|
|
|
24
|
|
|
287
|
|
|||
Cumulative effect of accounting standard adoption
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Contributions (b)
|
23
|
|
|
—
|
|
|
23
|
|
|||
Other
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance at June 30, 2018
|
$
|
2,779
|
|
|
$
|
604
|
|
|
$
|
3,383
|
|
(a)
|
Represents cash distributions declared and paid during the
six
months ended
June 30, 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.
|
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)
|
1.015
|
|
|
205
|
|
|
May 15, 2018
|
|
May 1, 2018
|
||
June 30, 2018 (a)(b)
|
1.030
|
|
|
209
|
|
|
August 14, 2018
|
|
August 3, 2018
|
(a)
|
This distribution is net of
$15 million
,
$15 million
and
$12.5 million
waived by TLGP for the
three
months ended
June 30, 2018
, 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
July 24, 2018
and will be paid on the date of distribution.
|
12
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net earnings
|
$
|
148
|
|
|
$
|
111
|
|
|
$
|
287
|
|
|
$
|
203
|
|
Special allocations of net earnings (“Special Allocations”) (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net earnings, including Special Allocations
|
148
|
|
|
111
|
|
|
287
|
|
|
204
|
|
||||
Distributions on Preferred Units (b)
|
(10
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
||||
Net earnings attributable to common units
|
138
|
|
|
111
|
|
|
267
|
|
|
204
|
|
||||
General partner’s distributions
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(6
|
)
|
||||
General partner’s IDRs (c)
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(75
|
)
|
||||
Limited partners’ distributions on common units
|
(209
|
)
|
|
(105
|
)
|
|
(414
|
)
|
|
(206
|
)
|
||||
Distributions on common units greater than earnings
|
$
|
(71
|
)
|
|
$
|
(36
|
)
|
|
$
|
(147
|
)
|
|
$
|
(83
|
)
|
General partner’s earnings:
|
|
|
|
|
|
|
|
||||||||
Distributions
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
6
|
|
General partner’s IDRs (c)
|
—
|
|
|
39
|
|
|
—
|
|
|
75
|
|
||||
Allocation of distributions greater than earnings
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Total general partner’s earnings
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
81
|
|
Limited partners’ earnings on common units:
|
|
|
|
|
|
|
|
||||||||
Distributions (d)
|
$
|
209
|
|
|
$
|
105
|
|
|
$
|
414
|
|
|
$
|
206
|
|
Special Allocations (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Allocation of distributions greater than earnings
|
(72
|
)
|
|
(37
|
)
|
|
(148
|
)
|
|
(83
|
)
|
||||
Total limited partners’ earnings on common units
|
$
|
137
|
|
|
$
|
68
|
|
|
$
|
266
|
|
|
$
|
122
|
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Common units - basic
|
217.2
|
|
|
108.0
|
|
|
217.2
|
|
|
106.4
|
|
||||
Common units - diluted (e)
|
217.3
|
|
|
108.1
|
|
|
217.3
|
|
|
106.5
|
|
||||
Net earnings per limited partner unit: (f)
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
$
|
0.63
|
|
|
$
|
0.63
|
|
|
$
|
1.23
|
|
|
$
|
1.15
|
|
Common - diluted
|
$
|
0.63
|
|
|
$
|
0.63
|
|
|
$
|
1.23
|
|
|
$
|
1.15
|
|
(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
six
months ended
June 30, 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
and
$25 million
of IDRs waived by TLGP
|
|
|
June 30, 2018
|
13
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
(d)
|
Distributions of earnings for limited partners’ common units for the
three
and
six
months ended
June 30, 2018
is net of a
$15 million
and
$30 million
waiver, respectively, 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.
|
(f)
|
Amounts may not recalculate due to rounding of dollar and unit information.
|
14
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
|
December 31, 2017
|
|
Adjustments for ASC 606 (a)
|
|
Balance at January 1, 2018
|
|
June 30,
2018 |
||||||||
Receivables from contracts with customers
|
$
|
363
|
|
|
$
|
(34
|
)
|
|
$
|
329
|
|
|
$
|
350
|
|
Other contract assets
|
—
|
|
|
34
|
|
|
34
|
|
|
26
|
|
||||
Deferred income, current
|
23
|
|
|
—
|
|
|
23
|
|
|
19
|
|
||||
Deferred income, noncurrent
|
43
|
|
|
19
|
|
|
62
|
|
|
61
|
|
(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
six
months ended
June 30, 2018
due to the adoption.
|
|
|
June 30, 2018
|
15
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
Terminalling and Transportation
|
|
Gathering and Processing
|
|
Wholesale
|
|
Terminalling and Transportation
|
|
Gathering and Processing
|
|
Wholesale
|
||||||||||||
Service Revenues (a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Refined products
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
408
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Crude oil and water
|
43
|
|
|
97
|
|
|
—
|
|
|
69
|
|
|
184
|
|
|
—
|
|
||||||
Natural gas
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
||||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Total Service Revenues
|
249
|
|
|
195
|
|
|
3
|
|
|
480
|
|
|
380
|
|
|
9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NGL products
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
—
|
|
||||||
Refined products
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||||
Total Product Revenues
|
—
|
|
|
95
|
|
|
15
|
|
|
—
|
|
|
199
|
|
|
24
|
|
||||||
Total Revenues
|
$
|
249
|
|
|
$
|
290
|
|
|
$
|
18
|
|
|
$
|
480
|
|
|
$
|
579
|
|
|
$
|
33
|
|
(a)
|
Includes
$84 million
and
$165 million
of lease revenues for the
three
and
six
months ended
June 30, 2018
, respectively.
|
16
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Terminalling and Transportation:
|
|
|
|
|
|
|
|
||||||||
Terminalling
|
$
|
208
|
|
|
$
|
159
|
|
|
$
|
406
|
|
|
$
|
304
|
|
Pipeline transportation
|
40
|
|
|
33
|
|
|
71
|
|
|
63
|
|
||||
Other revenues
|
1
|
|
|
2
|
|
|
3
|
|
|
2
|
|
||||
Total Terminalling and Transportation
|
249
|
|
|
194
|
|
|
480
|
|
|
369
|
|
||||
Gathering and Processing:
|
|
|
|
|
|
|
|
||||||||
NGL sales
|
95
|
|
|
81
|
|
|
199
|
|
|
164
|
|
||||
Gas gathering and processing
|
82
|
|
|
87
|
|
|
167
|
|
|
167
|
|
||||
Crude oil and water gathering
|
69
|
|
|
41
|
|
|
134
|
|
|
80
|
|
||||
Pass-thru and other
|
44
|
|
|
33
|
|
|
79
|
|
|
76
|
|
||||
Total Gathering and Processing
|
290
|
|
|
242
|
|
|
579
|
|
|
487
|
|
||||
Wholesale:
|
|
|
|
|
|
|
|
||||||||
Fuel sales (b)
|
15
|
|
|
165
|
|
|
24
|
|
|
165
|
|
||||
Other wholesale
|
10
|
|
|
6
|
|
|
18
|
|
|
6
|
|
||||
Total Wholesale
|
25
|
|
|
171
|
|
|
42
|
|
|
171
|
|
||||
Intersegment wholesale revenues
|
(7
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
557
|
|
|
$
|
607
|
|
|
$
|
1,092
|
|
|
$
|
1,027
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Operating Income
|
|
|
|
|
|
|
|
||||||||
Terminalling and Transportation
|
$
|
128
|
|
|
$
|
124
|
|
|
$
|
248
|
|
|
$
|
222
|
|
Gathering and Processing
|
70
|
|
|
53
|
|
|
144
|
|
|
115
|
|
||||
Wholesale
|
11
|
|
|
2
|
|
|
15
|
|
|
2
|
|
||||
Total Segment Operating Income
|
209
|
|
|
179
|
|
|
407
|
|
|
339
|
|
||||
Unallocated general and administrative expenses
|
(7
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|
(20
|
)
|
||||
Operating Income
|
202
|
|
|
169
|
|
|
392
|
|
|
319
|
|
||||
Interest and financing costs, net
|
(58
|
)
|
|
(63
|
)
|
|
(112
|
)
|
|
(125
|
)
|
||||
Equity in earnings of equity method investments
|
3
|
|
|
3
|
|
|
5
|
|
|
5
|
|
||||
Other income, net
|
1
|
|
|
2
|
|
|
2
|
|
|
4
|
|
||||
Net Earnings
|
$
|
148
|
|
|
$
|
111
|
|
|
$
|
287
|
|
|
$
|
203
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and Amortization Expenses
|
|
|
|
|
|
|
|
||||||||
Terminalling and Transportation
|
$
|
32
|
|
|
$
|
25
|
|
|
$
|
61
|
|
|
$
|
46
|
|
Gathering and Processing
|
49
|
|
|
40
|
|
|
97
|
|
|
77
|
|
||||
Wholesale
|
2
|
|
|
1
|
|
|
5
|
|
|
1
|
|
||||
Total Depreciation and Amortization Expenses
|
$
|
83
|
|
|
$
|
66
|
|
|
$
|
163
|
|
|
$
|
124
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
||||||||
Terminalling and Transportation
|
$
|
18
|
|
|
$
|
28
|
|
|
$
|
45
|
|
|
$
|
55
|
|
Gathering and Processing
|
87
|
|
|
21
|
|
|
142
|
|
|
39
|
|
||||
Wholesale
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total Capital Expenditures
|
$
|
105
|
|
|
$
|
49
|
|
|
$
|
188
|
|
|
$
|
94
|
|
(a)
|
Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.
|
(b)
|
The presentation of wholesale fuel sales was impacted by adoption of ASC 606 on January 1, 2018. Beginning January 1, 2018 in connection with the adoption, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted.
|
|
|
June 30, 2018
|
17
|
Management’s Discussion and Analysis
|
18
|
|
|
|
|
Management’s Discussion and Analysis
|
|
•
|
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.
|
•
|
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.
|
|
|
June 30, 2018
|
19
|
Management’s Discussion and Analysis
|
•
|
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, (
91
days for both the
three
months ended
June 30, 2018
(the “
2018
Quarter”) and
2017
(the “
2017
Quarter”) and
181
days for both the
six
months ended
June 30, 2018
(the “
2018
Period”) and
2017
(the “
2017
Period”);
|
•
|
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;
|
•
|
Wholesale fuel sales per gallon - calculated as wholesale fuel revenues divided by our total wholesale fuel sales volume in gallons; and
|
•
|
Average wholesale fuel sales margin per gallon - calculated as the difference between total wholesale fuel revenues and wholesale cost of fuel and other divided by our total wholesale fuel sales volume in gallons.
|
20
|
|
|
|
|
Management’s Discussion and Analysis
|
|
•
|
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;
|
•
|
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;
|
•
|
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; and
|
•
|
Operating performance measure of average wholesale fuel sales margin per gallon - calculated as the difference between total wholesale fuel revenues and wholesale’s cost of fuel divided by our total wholesale fuel sales volumes in gallons.
|
•
|
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.
|
|
|
June 30, 2018
|
21
|
Management’s Discussion and Analysis
|
(a)
|
See “Non-GAAP Reconciliations” section for further information regarding these non-GAAP measures.
|
22
|
|
|
|
|
Management’s Discussion and Analysis
|
|
|
|
June 30, 2018
|
23
|
Management’s Discussion and Analysis
|
(a)
|
See “Non-GAAP Reconciliations” section for further information regarding these non-GAAP measures.
|
24
|
|
|
|
|
Management’s Discussion and Analysis
|
|
|
|
June 30, 2018
|
25
|
Management’s Discussion and Analysis
|
(a)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
26
|
|
|
|
|
Management’s Discussion and Analysis
|
|
|
Three Months Ended June 30,
|
||||||
|
2018
|
|
2017 (a)
|
||||
Revenues
|
|
|
|
||||
Terminalling
|
$
|
208
|
|
|
$
|
159
|
|
Pipeline transportation
|
40
|
|
|
33
|
|
||
Other revenues
|
1
|
|
|
2
|
|
||
Total Revenues
|
249
|
|
|
194
|
|
||
Costs and Expenses
|
|
|
|
||||
Operating expenses (b)
|
79
|
|
|
62
|
|
||
Depreciation and amortization expenses
|
32
|
|
|
25
|
|
||
General and administrative expenses
|
9
|
|
|
8
|
|
||
(Gain) loss on asset disposals and impairments
|
1
|
|
|
(25
|
)
|
||
Operating Income
|
$
|
128
|
|
|
$
|
124
|
|
Rates (c)
|
|
|
|
||||
Average terminalling revenue per barrel
|
$
|
1.29
|
|
|
$
|
1.39
|
|
Average pipeline transportation revenue per barrel
|
$
|
0.43
|
|
|
$
|
0.40
|
|
(a)
|
Adjusted to include the historical results of the Predecessors.
|
(b)
|
Operating expenses included an imbalance settlement gain of
$1 million
for the
2017
Quarter. There was
no
gain for the 2018 Quarter.
|
(c)
|
Amounts may not recalculate due to rounding of dollar and volume information.
|
(a)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
|
|
June 30, 2018
|
27
|
Management’s Discussion and Analysis
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017 (a)
|
||||
Revenues
|
|
|
|
||||
Terminalling
|
$
|
406
|
|
|
$
|
304
|
|
Pipeline transportation
|
71
|
|
|
63
|
|
||
Other revenues
|
3
|
|
|
2
|
|
||
Total Revenues
|
480
|
|
|
369
|
|
||
Costs and Expenses
|
|
|
|
||||
Operating expenses (b)
|
153
|
|
|
111
|
|
||
Depreciation and amortization expenses
|
61
|
|
|
46
|
|
||
General and administrative expenses
|
17
|
|
|
15
|
|
||
(Gain) loss on asset disposals and impairments
|
1
|
|
|
(25
|
)
|
||
Operating Income
|
$
|
248
|
|
|
$
|
222
|
|
Rates (c)
|
|
|
|
||||
Average terminalling revenue per barrel
|
$
|
1.30
|
|
|
$
|
1.47
|
|
Average pipeline transportation revenue per barrel
|
$
|
0.41
|
|
|
$
|
0.40
|
|
(a)
|
Adjusted to include the historical results of the Predecessors.
|
(b)
|
Operating expenses included an imbalance settlement gain of
$2 million
for the
2017
Period. There was
no
gain for the 2018 Period.
|
(c)
|
Amounts may not recalculate due to rounding of dollar and volume information.
|
28
|
|
|
|
|
Management’s Discussion and Analysis
|
|
(a)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
(a)
|
Volumes represent barrels sold in keep-whole arrangements, net barrels retained in POP arrangements and other associated products.
|
(b)
|
The adoption of ASC 606 changed the presentation of our gas gathering and processing throughput volumes. Volumes processed internally to enhance our NGL sales are no longer reported in our throughput volumes as certain fees contained within our commodity contracts are now reported as a reduction of “NGL expense”. The impact of the adoption during the
2018
Quarter was
150
thousand MMBtu/d now being used internally and not reported in the throughput volumes used to calculate our average gas gathering and processing revenue per MMBtu.
|
|
|
June 30, 2018
|
29
|
Management’s Discussion and Analysis
|
|
Three Months Ended
June 30, |
||||||
|
2018
|
|
2017 (a)
|
||||
Revenues
|
|
|
|
||||
NGL sales (b)
|
$
|
95
|
|
|
$
|
81
|
|
Gas gathering and processing
|
82
|
|
|
87
|
|
||
Crude oil and water gathering
|
69
|
|
|
41
|
|
||
Pass-thru and other
|
44
|
|
|
33
|
|
||
Total Revenues
|
290
|
|
|
242
|
|
||
Costs and Expenses
|
|
|
|
||||
NGL expense (excluding items shown separately below) (b)
|
45
|
|
|
56
|
|
||
Operating expenses (c)
|
118
|
|
|
84
|
|
||
Depreciation and amortization expenses
|
49
|
|
|
40
|
|
||
General and administrative expenses
|
8
|
|
|
10
|
|
||
Gain on asset disposals and impairments
|
—
|
|
|
(1
|
)
|
||
Operating Income
|
$
|
70
|
|
|
$
|
53
|
|
Rates (d)
|
|
|
|
||||
Average margin on NGL sales per barrel (b)(e)(f)
|
$
|
59.77
|
|
|
$
|
37.45
|
|
Average gas gathering and processing revenue per MMBtu (f)
|
$
|
1.16
|
|
|
$
|
1.00
|
|
Average crude oil and water gathering revenue per barrel
|
$
|
2.53
|
|
|
$
|
1.64
|
|
(a)
|
Adjusted to include the historical results of the Predecessors.
|
(b)
|
We had
21.9
Mbpd and
20.9
Mbpd of gross NGL sales under POP and keep-whole arrangements for the
2018
Quarter and
2017
Quarter, respectively. We retained
9.1
Mbpd and
7.3
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.
|
(c)
|
Operating expenses include an imbalance settlement gain of
$1 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 for further information regarding this non-GAAP measure.
|
(f)
|
Due to the adoption of ASC 606, 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. In addition, volumes processed internally to enhance our NGL sales are no longer reported in our throughput volumes used to calculate our average gas gathering and processing revenue per MMBtu as certain fees contained within our commodity contracts are now reported as a reduction of NGL expense. The mix of remaining volumes resulted in a higher recognized gas gathering and processing rate.
|
30
|
|
|
|
|
Management’s Discussion and Analysis
|
|
(a)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
(a)
|
Volumes represent barrels sold in keep-whole arrangements, net barrels retained in POP arrangements and other associated products.
|
(b)
|
The adoption of ASC 606 changed the presentation of our gas gathering and processing throughput volumes. Volumes processed internally to enhance our NGL sales are no longer reported in our throughput volumes as certain fees contained within our commodity contracts are now reported as a reduction of “NGL expense”. The impact of the adoption during the
2018
Period was
162
thousand MMBtu/d now being used internally and not reported in our throughput volumes used to calculate our average gas gathering and processing revenue per MMBtu.
|
|
|
June 30, 2018
|
31
|
Management’s Discussion and Analysis
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017 (a)
|
||||
Revenues
|
|
|
|
||||
NGL sales (b)
|
$
|
199
|
|
|
$
|
164
|
|
Gas gathering and processing
|
167
|
|
|
167
|
|
||
Crude oil and water gathering
|
134
|
|
|
80
|
|
||
Pass-thru and other (c)
|
79
|
|
|
76
|
|
||
Total Revenues
|
579
|
|
|
487
|
|
||
Costs and Expenses
|
|
|
|
||||
NGL expense (excluding items shown separately below) (b)(c)
|
93
|
|
|
115
|
|
||
Operating expenses (d)
|
226
|
|
|
161
|
|
||
Depreciation and amortization expenses
|
97
|
|
|
77
|
|
||
General and administrative expenses
|
19
|
|
|
20
|
|
||
Gain on asset disposals and impairments
|
—
|
|
|
(1
|
)
|
||
Operating Income
|
$
|
144
|
|
|
$
|
115
|
|
Rates (e)
|
|
|
|
||||
Average margin on NGL sales per barrel (b)(c)(f)(g)
|
$
|
55.81
|
|
|
$
|
38.30
|
|
Average gas gathering and processing revenue per MMBtu (g)
|
$
|
1.14
|
|
|
$
|
0.97
|
|
Average crude oil and water gathering revenue per barrel
|
$
|
2.45
|
|
|
$
|
1.68
|
|
(a)
|
Adjusted to include the historical results of the Predecessors.
|
(b)
|
We had
24.3
Mbpd and
21.0
Mbpd of gross NGL sales under POP and keep-whole arrangements for the
2018
Period and
2017
Period, respectively. We retained
10.4
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.
|
(c)
|
Included in the NGL expense for the
2017
Period 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.
|
(d)
|
Operating expenses include an imbalance settlement gain of
$3 million
for the
2017
Period. There was
no
gain for the
2018
Period.
|
(e)
|
Amounts may not recalculate due to rounding of dollar and volume information.
|
(f)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
(g)
|
Due to the adoption of ASC 606, 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. In addition, volumes processed internally to enhance our NGL sales are no longer reported in our throughput volumes used to calculate our average gas gathering and processing revenue per MMBtu as certain fees contained within our commodity contracts are now reported as a reduction of NGL expense. The mix of remaining volumes resulted in a higher recognized gas gathering and processing rate.
|
32
|
|
|
|
|
Management’s Discussion and Analysis
|
|
(a)
|
Due to the adoption of ASC 606 effective January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted. Therefore, we no longer present cost of fuel and other or average margin on fuel sales per gallon. Instead, we now present wholesale fuel sales per gallon, which is not a direct comparison of the previous metric.
|
(b)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
|
|
June 30, 2018
|
33
|
Management’s Discussion and Analysis
|
|
Three Months Ended
June 30, |
||||||
|
2018
|
|
2017 (a)
|
||||
Revenues
|
|
|
|
||||
Fuel sales (b)
|
$
|
15
|
|
|
$
|
165
|
|
Other wholesale
|
10
|
|
|
6
|
|
||
Total Revenues
|
25
|
|
|
171
|
|
||
Costs and Expenses
|
|
|
|
||||
Cost of fuel and other (excluding items shown separately below) (b)
|
—
|
|
|
162
|
|
||
Operating expenses (excluding depreciation and amortization)
|
11
|
|
|
6
|
|
||
Depreciation and amortization expenses
|
2
|
|
|
1
|
|
||
General and administrative expenses
|
1
|
|
|
—
|
|
||
Operating Income
|
$
|
11
|
|
|
$
|
2
|
|
|
|
|
|
||||
Volumes and Rates (c)
|
|
|
|
||||
Fuel sales volumes (millions of gallons)
|
306
|
|
|
101
|
|
||
Wholesale fuel sales per gallon (b)
|
|
5.0
|
¢
|
|
|
||
Average wholesale fuel sales margin per gallon (b)(d)
|
|
|
|
3.0
|
¢
|
(a)
|
Adjusted to include the historical results of the Predecessors. The Wholesale business was acquired in the WNRL Merger and only represent operations since June 1, 2017, the date the business was originally acquired by Andeavor.
|
(b)
|
Due to the adoption of ASC 606 effective January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted. Therefore, we no longer present cost of fuel and other or average margin on fuel sales per gallon. Instead, we now present wholesale fuel sales per gallon, which is not a direct comparison of the previous metric.
|
(c)
|
Amounts may not recalculate due to rounding of dollar and volume information.
|
(d)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
(a)
|
Due to the adoption of ASC 606 effective January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted. Therefore, we no longer present cost of fuel and other or average margin on fuel sales per gallon. Instead, we now present wholesale fuel sales per gallon, which is not a direct comparison of the previous metric.
|
(b)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
34
|
|
|
|
|
Management’s Discussion and Analysis
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017 (a)
|
||||
Revenues
|
|
|
|
||||
Fuel sales (b)
|
$
|
24
|
|
|
$
|
165
|
|
Other wholesale
|
18
|
|
|
6
|
|
||
Total Revenues
|
42
|
|
|
171
|
|
||
Costs and Expenses
|
|
|
|
||||
Cost of fuel and other (excluding items shown separately below) (b)
|
—
|
|
|
162
|
|
||
Operating expenses (excluding depreciation and amortization)
|
21
|
|
|
6
|
|
||
Depreciation and amortization expenses
|
5
|
|
|
1
|
|
||
General and administrative expenses
|
1
|
|
|
—
|
|
||
Operating Income
|
$
|
15
|
|
|
$
|
2
|
|
|
|
|
|
||||
Volumes and Rates (c)
|
|
|
|
||||
Fuel sales volumes (millions of gallons)
|
593
|
|
|
101
|
|
||
Wholesale fuel sales per gallon (b)
|
|
4.1
|
¢
|
|
|
||
Average wholesale fuel sales margin per gallon (b)(d)
|
|
|
|
3.0
|
¢
|
(a)
|
Adjusted to include the historical results of the Predecessors. The Wholesale business was acquired in the WNRL Merger and only represent operations since June 1, 2017, the date the business was originally acquired by Andeavor.
|
(b)
|
Due to the adoption of ASC 606 effective January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted. Therefore, we no longer present cost of fuel and other or average margin on fuel sales per gallon. Instead, we now present wholesale fuel sales per gallon, which is not a direct comparison of the previous metric.
|
(c)
|
Amounts may not recalculate due to rounding of dollar and volume information.
|
(d)
|
See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.
|
|
|
June 30, 2018
|
35
|
Management’s Discussion and Analysis
|
Debt, including current maturities:
|
June 30, 2018
|
|
December 31, 2017
|
||||
Credit facilities
|
$
|
665
|
|
|
$
|
423
|
|
Senior notes
|
3,750
|
|
|
3,750
|
|
||
Capital lease obligations
|
8
|
|
|
9
|
|
||
Total Debt
|
4,423
|
|
|
4,182
|
|
||
Unamortized Issuance Costs
|
(50
|
)
|
|
(54
|
)
|
||
Debt, Net of Unamortized Issuance Costs
|
4,373
|
|
|
4,128
|
|
||
Total Equity
|
3,383
|
|
|
3,514
|
|
||
Total Capitalization
|
$
|
7,756
|
|
|
$
|
7,642
|
|
Credit Facility
|
Total
Capacity
|
|
Amount Borrowed as of June 30, 2018
|
|
Available Capacity as of June 30, 2018
|
|
Weighted Average Interest Rate
|
|
Expiration
|
|||||||
Revolving Credit Facility
|
$
|
1,100
|
|
|
$
|
665
|
|
|
$
|
435
|
|
|
3.83
|
%
|
|
January 29, 2021
|
Dropdown Credit Facility
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
—
|
%
|
|
January 29, 2021
|
|||
Total Credit Facilities
|
$
|
2,100
|
|
|
$
|
665
|
|
|
$
|
1,435
|
|
|
|
|
|
36
|
|
|
|
|
Management’s Discussion and Analysis
|
|
Credit Facility
|
30 Day Eurodollar (LIBOR) Rate at June 30, 2018
|
|
Eurodollar Margin
|
|
Base Rate
|
|
Base Rate Margin
|
|
Commitment Fee
(unused portion)
|
Revolving Credit Facility (a)
|
2.09%
|
|
1.75%
|
|
5.00%
|
|
0.75%
|
|
0.300%
|
Dropdown Credit Facility (a)
|
2.09%
|
|
1.76%
|
|
5.00%
|
|
0.76%
|
|
0.300%
|
(a)
|
We have the option to elect whether our 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.
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
Cash Flows From (Used in):
|
|
|
|
||||
Operating activities
|
$
|
461
|
|
|
$
|
318
|
|
Investing activities
|
(326
|
)
|
|
(699
|
)
|
||
Financing activities
|
(166
|
)
|
|
(262
|
)
|
||
Decrease in Cash and Cash Equivalents
|
$
|
(31
|
)
|
|
$
|
(643
|
)
|
|
|
June 30, 2018
|
37
|
Management’s Discussion and Analysis
|
38
|
|
|
|
|
Management’s Discussion and Analysis
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
||||||||||||
|
Terminalling and Transportation
|
|
Gathering and Processing
|
|
Wholesale
|
||||||||||||||||||
Segment Operating Income
|
$
|
128
|
|
|
$
|
124
|
|
|
$
|
70
|
|
|
$
|
53
|
|
|
$
|
11
|
|
|
$
|
2
|
|
Depreciation and amortization expenses
|
32
|
|
|
25
|
|
|
49
|
|
|
40
|
|
|
2
|
|
|
1
|
|
||||||
Equity in earnings of equity method investments
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Other income, net
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Segment EBITDA
|
$
|
161
|
|
|
$
|
149
|
|
|
$
|
122
|
|
|
$
|
96
|
|
|
$
|
13
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
||||||||||||
|
Terminalling and Transportation
|
|
Gathering and Processing
|
|
Wholesale
|
||||||||||||||||||
Segment Operating Income
|
$
|
248
|
|
|
$
|
222
|
|
|
$
|
144
|
|
|
$
|
115
|
|
|
$
|
15
|
|
|
$
|
2
|
|
Depreciation and amortization expenses
|
61
|
|
|
46
|
|
|
97
|
|
|
77
|
|
|
5
|
|
|
1
|
|
||||||
Equity in earnings of equity method investments
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||
Other income, net
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Segment EBITDA
|
$
|
311
|
|
|
$
|
268
|
|
|
$
|
246
|
|
|
$
|
197
|
|
|
$
|
20
|
|
|
$
|
3
|
|
(a)
|
Adjusted to include the historical results of the Predecessors.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
||||||||
Net Cash from Operating Activities
|
$
|
231
|
|
|
$
|
111
|
|
|
$
|
461
|
|
|
$
|
318
|
|
Changes in assets and liabilities
|
7
|
|
|
53
|
|
|
6
|
|
|
4
|
|
||||
Predecessors impact
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Maintenance capital expenditures (b)
|
(19
|
)
|
|
(19
|
)
|
|
(38
|
)
|
|
(36
|
)
|
||||
Reimbursement for maintenance capital expenditures (b)
|
6
|
|
|
7
|
|
|
12
|
|
|
15
|
|
||||
Proceeds from sale of assets
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||
Adjustments for equity method investments
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Other (c)
|
(3
|
)
|
|
7
|
|
|
(7
|
)
|
|
10
|
|
||||
Distributable Cash Flow
|
224
|
|
|
177
|
|
|
433
|
|
|
329
|
|
||||
Less: Preferred unit distributions (d)
|
(10
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
||||
Distributable Cash Flow Attributable to Common Unitholders
|
$
|
214
|
|
|
$
|
177
|
|
|
$
|
413
|
|
|
$
|
329
|
|
(a)
|
Adjusted to include the historical results of the Predecessors.
|
(b)
|
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.
|
(c)
|
Includes adjustments to remove the impact of the adoption of ASC 606. Refer to
Note 7
for further information regarding the adoption of ASC 606.
|
(d)
|
Represents the cash distributions earned by the Preferred Units for the three and
six
months ended
June 30, 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.
|
|
|
June 30, 2018
|
39
|
Management’s Discussion and Analysis
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017 (a)
|
|
2018
|
|
2017 (a)
|
||||||||
Segment Operating Income
|
$
|
70
|
|
|
$
|
53
|
|
|
$
|
144
|
|
|
$
|
115
|
|
Add back:
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
118
|
|
|
84
|
|
|
226
|
|
|
161
|
|
||||
General and administrative expenses
|
8
|
|
|
10
|
|
|
19
|
|
|
20
|
|
||||
Depreciation and amortization expenses
|
49
|
|
|
40
|
|
|
97
|
|
|
77
|
|
||||
Gain on assets disposals and impairments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Other commodity purchases (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Subtract:
|
|
|
|
|
|
|
|
||||||||
Gas gathering and processing revenues
|
(82
|
)
|
|
(87
|
)
|
|
(167
|
)
|
|
(167
|
)
|
||||
Crude oil gathering revenues
|
(69
|
)
|
|
(41
|
)
|
|
(134
|
)
|
|
(80
|
)
|
||||
Pass-thru and other revenues
|
(44
|
)
|
|
(33
|
)
|
|
(79
|
)
|
|
(76
|
)
|
||||
Margin on NGL Sales
|
$
|
50
|
|
|
$
|
25
|
|
|
$
|
106
|
|
|
$
|
51
|
|
Divided by Total Volumes for the Period:
|
|
|
|
|
|
|
|
||||||||
NGLs sales volumes (Mbpd)
|
9.1
|
|
|
7.3
|
|
|
10.4
|
|
|
7.4
|
|
||||
Number of days in the period
|
91
|
|
|
91
|
|
|
181
|
|
|
181
|
|
||||
Total volumes for the period (thousands of barrels) (c)
|
828
|
|
|
664
|
|
|
1,882
|
|
|
1,339
|
|
||||
Average Margin on NGL Sales per Barrel (c)
|
$
|
59.77
|
|
|
$
|
37.45
|
|
|
$
|
55.81
|
|
|
$
|
38.30
|
|
(a)
|
Adjusted to include the historical results of the Predecessors.
|
(b)
|
Included in NGL expense for the
six
months ended
June 30, 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.
|
(c)
|
Amounts may not recalculate due to rounding of dollar and volume information.
|
|
Three and Six Months Ended
June 30,
2017 (a)
|
||
Segment Operating Income
|
$
|
2
|
|
Add back:
|
|
||
Operating expenses (excluding depreciation and amortization)
|
6
|
|
|
Depreciation and amortization expenses
|
1
|
|
|
Subtract:
|
|
||
Other wholesale revenues
|
(6
|
)
|
|
Wholesale Fuel Sales Margin
|
$
|
3
|
|
Divided by Total Volumes for the Period:
|
|
||
Fuel sales volumes (millions of gallons)
|
101
|
|
|
Average Wholesale Fuel Sales Margin per Gallon (b)
|
|
3.0
|
¢
|
(a)
|
Adjusted to include the historical results of the Predecessors. The Wholesale business was acquired in the WNRL Merger and only represent operations since June 1, 2017, the date the business was originally acquired by Andeavor.
|
(b)
|
Amounts may not recalculate due to rounding of dollar and volume information.
|
40
|
|
|
|
|
Management’s Discussion and Analysis
|
|
•
|
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
, in “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q, and our other filings with the SEC.
|
|
|
June 30, 2018
|
41
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
42
|
|
|
|
|
Legal Proceedings, Risk Factors and Unregistered Shares of Equity Securities
|
|
|
June 30, 2018
|
43
|
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
|
|
|
10-Q
|
|
2.3
|
|
5/7/2018
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
8-K
|
|
3.1
|
|
8/1/2017
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
8-K
|
|
3.1
|
|
12/1/2017
|
|
|
|
|
|
|
|
|
|
|
*10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
|
Exhibits
|
Exhibit Number
|
|
|
|
Incorporated by Reference (File No. 1-35143, unless otherwise indicated)
|
||||
|
Description of Exhibit
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
*10.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*31.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*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
|
|
|
June 30, 2018
|
45
|
|
|
Andeavor Logistics LP
|
|
|
|
|
|
|
|
By:
|
Tesoro Logistics GP, LLC
|
|
|
|
Its general partner
|
|
|
|
|
Date:
|
August 7, 2018
|
By:
|
/s/ STEVEN M. STERIN
|
|
|
|
Steven M. Sterin
|
|
|
|
President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
46
|
|
|
|
|
4.
|
TERM
|
TESORO LOGISTICS OPERATIONS LLC
|
|
TESORO ALASKA COMPANY LLC
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
|
|
|
|
|
Steven M. Sterin
|
|
|
Gregory J. Goff
|
|
President and Chief Financial Officer
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TESORO LOGISTICS OPERATIONS LLC
|
|
TESORO REFINING & MARKETING COMPANY LLC
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
|
|
|
|
|
Steven M. Sterin
|
|
|
Gregory J. Goff
|
|
President and Chief Financial Officer
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TESORO LOGISTICS OPERATIONS LLC
|
|
TESORO REFINING & MARKETING COMPANY LLC
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
|
|
|
|
|
Steven M. Sterin
|
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Gregory J. Goff
|
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President and Chief Financial Officer
|
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|
President
|
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2.
|
TERM
|
TESORO LOGISTICS OPERATIONS LLC and TESORO ALASKA TERMINALS, LLC
|
|
TESORO ALASKA COMPANY LLC
|
||
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By:
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/s/ STEVEN M. STERIN
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By:
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/s/ GREGORY J. GOFF
|
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Steven M. Sterin
|
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Gregory J. Goff
|
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President and Chief Financial Officer
|
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|
President
|
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WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
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By:
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/s/ MARK J. SMITH
|
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Name:
|
Mark J. Smith
|
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Title:
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President - Refining and Marketing
|
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WESTERN REFINING SOUTHWEST, INC.
|
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By:
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/s/ MARK J. SMITH
|
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Name:
|
Mark J. Smith
|
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Title:
|
President - Refining and Marketing
|
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WESTERN REFINING TERMINALS, LLC
|
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By:
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/s/ JEFF A. STEVENS
|
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Name:
|
Jeff A. Stevens
|
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Title:
|
President and Chief Executive Officer
|
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1.
|
Recitals; Defined Terms
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
|
2.
|
Amendments
. The Agreement is hereby amended to insert a new
Section 15(q)
which shall provide as follows:
|
(iii)
|
Base Rates pursuant to
Section 4(a)
;
|
(iv)
|
the Trucking Rate pursuant to
Section 4(b)
;
|
(iv)
|
any other services to be provided by Carrier pursuant to
Section 6(a)
and the fee to be paid by Shipper therefore pursuant to
Section 4(d)
; and
|
3.
|
Miscellaneous
.
|
(a)
|
Ratification of the Agreement
. Except as otherwise provided in this Amendment, all of the terms, representations, warranties, agreements, covenants and other provisions of the Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
|
(b)
|
Entire Agreement; Supersedure
. This Amendment, together with the Agreement, contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. No understanding, representation, promise, agreement, inducement or statement of intention, whether oral or written, has been made by either Party which is not embodied in or superseded by this Amendment or the Agreement, unless it is contained in a written amendment of the Agreement executed by the Parties after the execution and delivery of this Amendment, and no Party shall be bound by or liable for any alleged representation, promise, agreement, inducement or statement of intention not set forth in this Amendment or the Agreement.
|
(c)
|
Counterparts
. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
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By:
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/s/ GREGORY J. GOFF
|
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Name:
|
Gregory J. Goff
|
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Title:
|
Chief Executive Officer and President
|
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|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
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|
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By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
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WESTERN REFINING WHOLESALE, LLC
|
|
|
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|
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By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
President and Chief Executive Officer
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING SOUTHWEST, INC.
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING WHOLESALE, LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
1.
|
Recitals; Definitions
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Supply Agreement.
|
2.
|
Amendment
.
|
(a)
|
Section 3.6
of the Supply Agreement is deleted in its entirety and replaced with the language set forth below:
|
(a)
|
In any Month where the Average Margin of Non-Delivered Rack Sales (stated as $ per gallon) is less than two and onehalf cents per gallon ($0.025) (a “
Shortfall Month
”), Seller will pay to Buyer an amount equal to the product of (i) the Average Margin Shortfall for such Shortfall Month and (ii) the amount (in gallons) of the Buyer’s NonDelivered Rack Sales during such Shortfall Month (each a “
Margin Shortfall Payment
”); provided that the terms of Buyer’s Non-Delivered Rack Sales for such Margin Shortfall Month are commercially reasonable given the circumstances. Such amount shall be due within fifteen (15) Days after the last Day of such Shortfall Month.
|
(b)
|
For purposes of the foregoing:
|
(i)
|
“
Aggregate Margin of Non-Delivered Rack Sales
” means, for any Month, an amount equal to the difference between (A) the aggregate net sales proceeds received by Buyer for Non-Delivered Rack Sales during such Month and (B) the aggregate price paid by Buyer hereunder for Products sold as Non-Delivered Rack Sales during such Month.
|
(ii)
|
“
Average Margin of Non-Delivered Rack Sales
” means, for any Month, an amount (stated as $ per gallon) equal to (A) the Aggregate Margin of NonDelivered Rack Sales for such Month divided by (B) the aggregate number of gallons of Products sold as Non-Delivered Rack Sales during such Month.
|
(iii)
|
“
Average Margin Shortfall
” means, for any Shortfall Month, an amount (stated as $ per gallon) equal to the amount by which (A) the Average Margin of Non-Delivered Rack Sales for such Shortfall Month is less than (B) two and one-half cents ($0.025) per gallon.
|
(b)
|
Exhibit E
to the Supply Agreement is deleted in its entirety such that it is no longer of any further force or effect.
|
3.
|
References
. All references to the Supply Agreement in any document, instrument, agreement or writing delivered in connection with, or pursuant to, the Supply Agreement (as amended hereby) shall hereafter be deemed to refer to the Supply Agreement as amended hereby.
|
4.
|
Other Provisions
. The provisions of
Article VII
of the Supply Agreement are incorporated herein by this reference as if set out fully herein and shall apply in all respects to this Amendment.
|
5.
|
Ratification
. The terms and conditions of the Supply Agreement, as amended hereby, are hereby ratified, confirmed and approved in their entirety by Buyer and Seller, shall continue in full force and effect and are enforceable in accordance therewith.
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
|
|
|
|
|
|
|
|
|
WESTERN REFINING COMPANY, L.P.
|
||
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
|
|
|
|
|
|
|
|
|
WESTERN REFINING, WHOLESALE, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ MATTHEW L. YODER
|
|
Name:
|
Matthew L. Yoder
|
|
Title:
|
Senior Vice President - Administration and Assistant Secretary
|
1.
|
Recitals; Definitions
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Supply Agreement.
|
2.
|
Amendment
.
Exhibit C
of the Supply Agreement is deleted in its entirety and replaced with the
Exhibit C
attached hereto as
Attachment 1
.
|
3.
|
References
. All references to the Supply Agreement in any document, instrument, agreement or writing delivered in connection with, or pursuant to, the Supply Agreement (as amended hereby) shall hereafter be deemed to refer to the Supply Agreement as amended hereby.
|
4.
|
Other Provisions
. The provisions of
Article VII
of the Supply Agreement are incorporated herein by this reference as if set out fully herein and shall apply in all respects to this Amendment.
|
5.
|
Ratification
. The terms and conditions of the Supply Agreement, as amended hereby, are hereby ratified, confirmed and approved in their entirety by Buyer and Seller, shall continue in full force and effect and are enforceable in accordance therewith.
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
|
|
|
|
|
|
|
|
|
WESTERN REFINING COMPANY, L.P.
By Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
|
|
|
|
|
|
|
|
|
WESTERN REFINING, WHOLESALE, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ JEFF A. STEVENS
|
|
Name:
|
Jeff A. Stevens
|
|
Title:
|
President and Chief Executive Officer
|
|
1.
|
Recitals; Definitions
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Supply Agreement.
|
2.
|
Amendment
.
Exhibit C
of the Supply Agreement is deleted in its entirety and replaced with the
Exhibit C
attached hereto as
Attachment 1
.
|
3.
|
References
. All references to the Supply Agreement in any document, instrument, agreement or writing delivered in connection with, or pursuant to, the Supply Agreement (as amended hereby) shall hereafter be deemed to refer to the Supply Agreement as amended hereby.
|
4.
|
Other Provisions
. The provisions of
Article VII
of the Supply Agreement are incorporated herein by this reference as if set out fully herein and shall apply in all respects to this Amendment.
|
5.
|
Ratification
. The terms and conditions of the Supply Agreement, as amended hereby, are hereby ratified, confirmed and approved in their entirety by Buyer and Seller, shall continue in full force and effect and are enforceable in accordance therewith.
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
Date:
|
7/25/16
|
|
|
|
|
|
|
|
WESTERN REFINING COMPANY, L.P.
By Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
Date:
|
7/25/16
|
|
|
|
|
|
|
|
WESTERN REFINING, WHOLESALE, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ JEFF A. STEVENS
|
|
Name:
|
Jeff A. Stevens
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
7/25/16
|
|
1.
|
Recitals; Definitions
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Supply Agreement.
|
2.
|
Amendment
.
Exhibit C
of the Supply Agreement is deleted in its entirety and replaced with the
Exhibit C
attached hereto as
Attachment 1
.
|
3.
|
References
. All references to the Supply Agreement in any document, instrument, agreement or writing delivered in connection with, or pursuant to, the Supply Agreement (as amended hereby) shall hereafter be deemed to refer to the Supply Agreement as amended hereby.
|
4.
|
Other Provisions
. The provisions of
Article VII
of the Supply Agreement are incorporated herein by this reference as if set out fully herein and shall apply in all respects to this Amendment.
|
5.
|
Ratification
. The terms and conditions of the Supply Agreement, as amended hereby, are hereby ratified, confirmed and approved in their entirety by Buyer and Seller, shall continue in full force and effect and are enforceable in accordance therewith.
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
Executive Vice President - Operations
|
|
Date:
|
2/23/17
|
|
|
|
|
|
|
|
WESTERN REFINING COMPANY, L.P.
By Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
Executive Vice President - Operations
|
|
Date:
|
2/23/17
|
|
|
|
|
|
|
|
WESTERN REFINING, WHOLESALE, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ JEFF A. STEVENS
|
|
Name:
|
Jeff A. Stevens
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
2/23/17
|
|
1.
|
Recitals; Defined Terms
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
|
2.
|
Amendments
. The Agreement is hereby amended to insert a new
Section 7.15
which shall provide as follows:
|
3.
|
Miscellaneous
.
|
(a)
|
Ratification of the Agreement
. Except as otherwise provided in this Amendment, all of the terms, representations, warranties, agreements, covenants and other provisions of the Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
|
(b)
|
Entire Agreement; Supersedure
. This Amendment, together with the Agreement, contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. No understanding, representation, promise, agreement, inducement or statement of intention, whether oral or written, has been made by either Party which is not embodied in or superseded by this Amendment or the Agreement, unless it is contained in a written amendment of the Agreement executed by the Parties after the execution and delivery of this Amendment, and no Party shall be bound by or liable for any alleged representation, promise, agreement, inducement or statement of intention not set forth in this Amendment or the Agreement.
|
(c)
|
Counterparts
. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
WESTERN REFINING WHOLESALE, LLC
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
President and Chief Executive Officer
|
|
WESTERN REFINING SOUTHWEST, INC.
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING COMPANY, L.P.
By: Its Western Refining GP, LLC, its sole general partner
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING WHOLESALE, LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
|
|
|
|
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
|
|
|
|
|
|
WESTERN REFINING TERMINALS, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ JEFF A. STEVENS
|
|
Name:
|
Jeff A. Stevens
|
|
Title:
|
President and Chief Executive Officer
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
Date:
|
7/25/16
|
|
|
|
|
|
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
Date:
|
7/25/16
|
|
|
|
|
|
|
|
WESTERN REFINING TERMINALS, LLC
|
|
|
|
|
|
By:
|
/s/ JEFF A. STEVENS
|
|
Name:
|
Jeff A. Stevens
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
7/25/16
|
1.
|
Recitals; Defined Terms
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
|
2.
|
Amendments
. The Agreement is hereby amended to:
|
(a)
|
insert a new
Section 36.9
which shall provide as follows:
|
(b)
|
Delete Section 10.2 in its entirety and replace it with the following:
|
3.
|
Miscellaneous
.
|
(a)
|
Ratification of the Agreement
. Except as otherwise provided in this Amendment, all of the terms, representations, warranties, agreements, covenants and other provisions of the Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
|
(b)
|
Entire Agreement; Supersedure
. This Amendment, together with the Agreement, contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. No understanding, representation, promise, agreement, inducement or statement of intention, whether oral or written, has been made by either Party which is not embodied in or superseded by this Amendment or the Agreement, unless it is contained in a written amendment of the Agreement executed by the Parties after the execution and delivery of this Amendment, and no Party shall be bound by or liable for any alleged representation, promise, agreement, inducement or statement of intention not set forth in this Amendment or the Agreement.
|
(c)
|
Counterparts
. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
|
|
WESTERN REFINING TERMINALS, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
WESTERN REFINING TERMINALS, LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING SOUTHWEST, INC.
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its sole general partner
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
1.
|
Recitals; Defined Terms
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
|
2.
|
Amendments
. The Agreement is hereby amended to:
|
(a)
|
insert a new
Section 35.12
which shall provide as follows:
|
(b)
|
Delete Section 9.3 in its entirety and replace it with the following:
|
3.
|
Miscellaneous
.
|
(a)
|
Ratification of the Agreement
. Except as otherwise provided in this Amendment, all of the terms, representations, warranties, agreements, covenants and other provisions of the Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
|
(b)
|
Entire Agreement; Supersedure
. This Amendment, together with the Agreement, contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. No understanding, representation, promise, agreement, inducement or statement of intention, whether oral or written, has been made by either Party which is not embodied in or superseded by this Amendment or the Agreement, unless it is contained in a written amendment of the Agreement executed by the Parties after the execution and delivery of this Amendment, and no Party shall be bound by or liable for any alleged representation, promise, agreement, inducement or statement of intention not set forth in this Amendment or the Agreement.
|
(c)
|
Counterparts
. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
|
|
WESTERN REFINING TERMINALS, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
ST. PAUL PARK REFINING CO. LLC
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
WESTERN REFINING TERMINALS, LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
ST. PAUL PARK REFINING CO. LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
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|
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|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
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|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
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|
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WESTERN REFINING PIPELINE, LLC
|
|
|
|
|
|
By:
|
/s/ JEFF A. STEVENS
|
|
Name:
|
Jeff A. Stevens
|
|
Title:
|
President and Chief Executive Officer
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
Date:
|
7/25/16
|
|
|
|
|
|
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
By:
|
/s/ MARK J. SMITH
|
|
Name:
|
Mark J. Smith
|
|
Title:
|
President - Refining and Marketing
|
|
Date:
|
7/25/16
|
|
|
|
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|
|
|
WESTERN REFINING PIPELINE, LLC
|
|
|
|
|
|
By:
|
/s/ JEFF A. STEVENS
|
|
Name:
|
Jeff A. Stevens
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
7/25/16
|
1.
|
Recitals; Defined Terms
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
|
2.
|
Amendments
. The Agreement is hereby amended to:
|
(a)
|
insert a new
Section 28.10
which shall provide as follows:
|
(b)
|
insert a new
Section 4.7
which shall provide as follows:
|
3.
|
Miscellaneous
.
|
(a)
|
Ratification of the Agreement
. Except as otherwise provided in this Amendment, all of the terms, representations, warranties, agreements, covenants and other provisions of the Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
|
(b)
|
Entire Agreement; Supersedure
. This Amendment, together with the Agreement, contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. No understanding, representation, promise, agreement, inducement or statement of intention, whether oral or written, has been made by either Party which is not embodied in or superseded by this Amendment or the Agreement, unless it is
|
(c)
|
Counterparts
. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
|
|
WESTERN REFINING PIPELINE, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
WESTERN REFINING PIPELINE, LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING SOUTHWEST, INC.
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its sole general partner
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
1.
|
Recitals; Defined Terms
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
|
2.
|
Amendments
. The Agreement is hereby amended to insert a new
Section 15(q)
which shall provide as follows:
|
(ii)
|
any fuel adjustments or surcharges pursuant to
Section 4(b)
;
|
(iv)
|
any other services to be provided by Carrier and the fee to be paid by Shipper therefore pursuant to
Section 4(d)
; and
|
3.
|
Miscellaneous
.
|
(a)
|
Ratification of the Agreement
. Except as otherwise provided in this Amendment, all of the terms, representations, warranties, agreements, covenants and other provisions of the Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
|
(b)
|
Entire Agreement; Supersedure
. This Amendment, together with the Agreement, contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. No understanding, representation, promise, agreement, inducement or statement of intention, whether oral or written, has been made by either Party which is not embodied in or superseded by this Amendment or the Agreement, unless it is contained in a written amendment of the Agreement executed by the Parties after the execution and delivery of this Amendment, and no Party shall be bound by or liable for any alleged representation, promise, agreement, inducement or statement of intention not set forth in this Amendment or the Agreement.
|
(c)
|
Counterparts
. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
WESTERN REFINING WHOLESALE, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
President and Chief Executive Officer
|
|
WESTERN REFINING COMPANY, L.P.
By: Western Refining GP, LLC, its general partner
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING SOUTHWEST, INC.
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING WHOLESALE, LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
1.
|
Recitals; Defined Terms
. The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
|
2.
|
Amendments
. The Agreement is hereby amended to insert a new
Section 14(n)
which shall provide as follows:
|
3.
|
Miscellaneous
.
|
(a)
|
Ratification of the Agreement
. Except as otherwise provided in this Amendment, all of the terms, representations, warranties, agreements, covenants and other provisions of the Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
|
(b)
|
Entire Agreement; Supersedure
. This Amendment, together with the Agreement, contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. No understanding, representation, promise, agreement, inducement or statement of intention, whether oral or written, has been made by either Party which is not embodied in or superseded by this Amendment or the Agreement, unless it is contained in a written amendment of the Agreement executed by the Parties after the execution and delivery of this Amendment, and no Party shall be bound by or liable for any alleged representation, promise, agreement, inducement or statement of intention not set forth in this Amendment or the Agreement.
|
(c)
|
Counterparts
. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.
|
|
WESTERN REFINING SOUTHWEST, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ GREGORY J. GOFF
|
|
Name:
|
Gregory J. Goff
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
WESTERN REFINING WHOLESALE, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
Name:
|
Steven M. Sterin
|
|
Title:
|
President and Chief Executive Officer
|
|
WESTERN REFINING SOUTHWEST, INC.
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
|
WESTERN REFINING WHOLESALE, LLC
By: _________________________________________
Name: ______________________________________
Title: _______________________________________
|
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:
|
August 7, 2018
|
/s/ GREGORY J. GOFF
|
|
|
Gregory J. Goff
|
|
|
Chief Executive Officer of Tesoro Logistics GP, LLC
|
|
|
(the general partner of Andeavor Logistics LP)
|
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:
|
August 7, 2018
|
/s/ STEVEN M. STERIN
|
|
|
Steven M. Sterin
|
|
|
Chief Financial Officer of Tesoro Logistics GP, LLC
|
|
|
(the general partner of Andeavor Logistics LP)
|
(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)
|
|||
August 7, 2018
|
(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)
|
|||
August 7, 2018
|