8-K 1 tllpsegmentrecast8-k.htm 8-K Document


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 21, 2017
 
ANDEAVOR LOGISTICS LP
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-35143
 
27-4151603
 
 
 
 
 
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
19100 Ridgewood Pkwy
San Antonio, Texas
andxlogohighresolutiona02.jpg
78259-1828
 
 
 
(Address of principal executive offices)
 
(Zip Code)

(210) 626-6000
(Registrant’s telephone number,
including area code)

Not Applicable
(Former name or former address, if
changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
 
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 





Item 8.01 Other Events.

Following a realignment of segments by Andeavor Logistics, LP (the “Partnership”), the Partnership is filing this Current Report on Form 8-K to recast the consolidated financial statements that were initially filed with the Securities and Exchange Commission (“SEC”) on February 21, 2017 in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016 (the “Form 10-K”).

The Partnership changed its operating segment presentation in the first quarter of 2017 to reflect the expanded gathering and processing assets and operations and how its chief operating decision maker manages the business. In previous periods, the gathering and processing operations were presented as two different segments. With the completion of the acquisition of the 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 on January 1, 2017, the gathering and processing assets and operations expanded significantly and enhanced the Partnership's ability to offer integrated gathering and processing services to its customers. Given the business’s focus on providing integrated services along with the revised reporting structure implemented by management to assess performance and make resource allocation decisions, the Partnership determined its operating segments, which are the same for reporting purposes, to be the (i) Gathering and Processing segment and (ii) Terminalling and Transportation segment.

Attached as Exhibit 99.1 of this Form 8-K are the following portions of the Form 10-K that were revised to reflect the realignment of the Partnership’s segments: Business (Item 1), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7) and Financial Statements and Supplementary Data (Item 8). The segment-specific information in this exhibit is consistent with the presentation of segments in the Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the SEC on May 9, 2017.

This Current Report on Form 8-K is being filed only for the purposes described above and all other information in the Form 10-K remains unchanged. In order to preserve the nature and character of the disclosures set forth in the Form 10-K, the items included in Exhibit 99.1 of this Form 8-K have been updated solely for matters relating specifically to the segment realignment and related classifications as described above. No attempt has been made in this Current Report on Form 8-K to reflect events or occurrences after the date of the filing of the Form 10-K, on February 21, 2017, and it should not be read to modify or update other disclosures as presented in the Form 10-K. Therefore, this Current Report on Form 8-K should be read in conjunction with the Form 10-K and the Partnership’s filings made with the SEC subsequent to the filing of the Form 10-K, including the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. References in the attached exhibits to the Form 10-K or parts thereof refer to the Form 10-K for the year ended December 31, 2016, filed on February 21, 2017, except to the extent portions of such Form 10-K have been revised in this Current Report on Form 8-K, in which case, they refer to the applicable revised portion in this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed as part of this Report.
23.1
 
Consent of Ernst & Young LLP
99.1
 
Items from Tesoro Logistics LP Annual Report on Form 10-K for the year ended December 31, 2016, revised to reflect recast segment information: Business (Item 1), Management's Discussion and Analysis of Financial Condition and Results of Operations (Item 7) and Financial Statements and Supplementary Data (Item 8)
**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

** These interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.







SIGNATURES

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

Date: August 21, 2017
 
 
 
 
ANDEAVOR LOGISTICS LP
 
 
 
 
By:
Tesoro Logistics GP, LLC
Its general partner
 
 
 
 
By:
/s/ BLANE W. PEERY
 
 
Blane W. Peery
Vice President and Controller






Index to Exhibit

Exhibit Number
 
Description of Exhibit
23.1
 
99.1
 
**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

** These interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.