EQUITY

We had 35,343,942 common public units outstanding as of March 31, 2014. Additionally, Tesoro owned 3,855,824 of our common units, 15,254,890 of our subordinated units and 1,110,282 of our general partner units (the 2% general partner interest) as of March 31, 2014, which together constitutes a 36.4% ownership interest in us.

We issued 50,850 units, net of 22,595 units withheld for taxes, for awards vested under our unit-based compensation plan during the three months ended March 31, 2014.

The changes in the carrying amount of our equity are summarized as follows (in thousands):



	Partnership
	Common			Subordinated			General Partner			Total
Balance at December 31, 2013	$	459,261		$	(161,311	)	$	(52,598	)	$	245,352
Quarterly distributions	(22,448		)	(8,619		)	(5,485		)	(36,552		)
Net income attributable to partners	27,109			10,553			6,836			44,498
Other	967			(13		)	259			1,213
Balance at March 31, 2014	$	464,889		$	(159,390	)	$	(50,988	)	$	254,511

Allocations of Net Income

Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders and the general partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss will be allocated among the partners in accordance with their respective percentage interest. 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 allocated 100% to the general partner.

The following table presents the allocation of the general partner’s interest in net income (in thousands, except percentage of ownership interest):



	Three Months Ended March 31,
	2014			2013
Net income attributable to partners	$	44,498		$	18,678
General partner’s IDRs	(6,068		)	(1,186		)
Net income available to partners excluding IDRs	$	38,430		$	17,492
General partner’s ownership interest	2.0		%	2.0		%
General partner’s allocated interest in net income	$	768		$	350
General partner’s IDRs	6,068			1,186
Total general partner’s interest in net income	$	6,836		$	1,536

Cash distributions

Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders and general partner will receive. In accordance with our partnership agreement, on April 23, 2014, we announced the declaration of a cash distribution of $0.59 per unit related to the three months ended March 31, 2014, which will be paid on May 15, 2014 to unitholders of record on May 5, 2014. The total cash distribution to be paid is $39.0 million and includes amounts to be paid for IDRs. On February 13, 2014, we paid a quarterly cash distribution of $0.5650 per limited partner unit, which totaled $36.3 million and included amounts paid for IDRs. We paid $0.3 million for distribution equivalent rights related to unit-based compensation awards vested during the three months ended March 31, 2014.

The allocation of total quarterly cash distributions to general and limited partners is as follows for the three months ended March 31, 2014 and 2013 (in thousands). Our distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions are earned.



	Three Months Ended March 31,
	2014		2013
General partner’s distributions:
General partner’s distributions	$	779	$	480
General partner’s IDRs	6,068		1,186
Total general partner’s distributions	6,847		1,666

Limited partners’ distributions:
Common	23,129		14,835
Subordinated	9,000		7,475
Total limited partners’ distributions	32,129		22,310
Total Cash Distributions	$	38,976	$	23,976