10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______________to __________

Commission File Number 1‑35143

ANDEAVOR LOGISTICS LP

(Exact name of registrant as specified in its charter)

Delaware		27‑4151603
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
19100 Ridgewood Pkwy, San Antonio, Texas 78259-1828
(Address of principal executive offices) (Zip Code)
210-626-6000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	þ	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	o

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

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

There were 217,189,001 common units of the registrant outstanding at August 2, 2018.

Table of Contents

Andeavor Logistics LP

Quarterly Report on Form 10-Q

For the Quarterly Period Ended June 30, 2018

Part I - Financial Information
3	Item 1. Financial Statements (Unaudited)
	3	Condensed Statements of Consolidated Operations
	4	Condensed Consolidated Balance Sheets
	5	Condensed Statements of Consolidated Cash Flows
	6	Notes to Condensed Consolidated Financial Statements
		6	Note 1 - Organization and Basis of Presentation
		8	Note 2 - Acquisitions and Divestitures
		10	Note 3 - Related-Party Transactions
		11	Note 4 - Debt
		12	Note 5 - Commitments and Contingencies
		12	Note 6 - Equity and Net Earnings per Unit
		14	Note 7 - Revenues
		16	Note 8 - Operating Segments
18	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	18	Business Strategy and Overview
	20	Results of Operations
		26	Terminalling and Transportation Segment
		29	Gathering and Processing Segment
		33	Wholesale Segment
	36	Capital Resources and Liquidity
	38	Non-GAAP Reconciliations
	41	Important Information Regarding Forward-Looking Statements
42	Item 3. Quantitative and Qualitative Disclosures about Market Risk
42	Item 4. Controls and Procedures

Part II - Other Information
43	Item 1. Legal Proceedings
43	Item 1A. Risk Factors
43	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
44	Item 6. Exhibits
46	Signatures

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

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Financial Statements

Part I - Financial Information

Item 1. Financial Statements

Andeavor Logistics LP

Condensed Statements of Consolidated Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017 (a)			2018			2017 (a)
	(In millions, except per unit amounts)
Revenues: (b)
Affiliate	$	381		$	271		$	699		$	474
Third-party	176			336			393			553
Total Revenues	557			607			1,092			1,027
Costs and Expenses:
Cost of fuel and other (excluding items shown separately below) (b)	—			162			—			162
NGL expense (excluding items shown separately below)	45			56			93			115
Operating expenses (excluding depreciation and amortization)	201			152			391			278
Depreciation and amortization expenses	83			66			163			124
General and administrative expenses	25			28			52			55
(Gain) loss on asset disposals and impairments	1			(26		)	1			(26		)
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
Earnings attributable to Predecessors	$	—		$	(1	)	$	—		$	(1	)
Net Earnings Attributable to Partners	148			110			287			202
Preferred unitholders’ interest in net earnings	(10		)	—			(24		)	—
General partner’s interest in net earnings, including incentive distribution rights	—			(40		)	—			(77		)
Limited Partners’ Interest in Net Earnings	$	138		$	70		$	263		$	125
Net earnings per limited partner unit
Common - basic	$	0.63		$	0.63		$	1.23		$	1.15
Common - diluted	$	0.63		$	0.63		$	1.23		$	1.15
Weighted average limited partner units outstanding
Common units - basic	217.2			108.0			217.2			106.4
Common units - diluted	217.3			108.1			217.3			106.5
Cash distributions paid per unit	$	1.015		$	0.940		$	2.015		$	1.850

(a) Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.

(b) 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.

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

June 30, 2018 | 3

Financial Statements

Andeavor Logistics LP

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2018			December 31, 2017
	(In millions, except unit amounts)
Assets
Current Assets
Cash and cash equivalents	$	44		$	75
Receivables, net of allowance for doubtful accounts
Trade and other	200			219
Affiliate	191			184
Prepayments and other current assets	55			27
Total Current Assets	490			505
Property, Plant and Equipment, Net
Property, plant and equipment, at cost	6,638			6,295
Accumulated depreciation	(1,013		)	(882		)
Property, Plant and Equipment, Net	5,625			5,413
Acquired Intangibles, Net	1,128			1,153
Goodwill	712			692
Equity Method Investments	308			320
Other Noncurrent Assets, Net	96			86
Total Assets	$	8,359		$	8,169
Liabilities and Equity
Current Liabilities
Accounts payable
Trade and other	$	163		$	160
Affiliate	265			199
Accrued interest and financing costs	40			40
Other current liabilities	65			75
Total Current Liabilities	533			474
Debt, Net of Unamortized Issuance Costs	4,372			4,127
Other Noncurrent Liabilities	71			54
Total Liabilities	4,976			4,655
Commitments and Contingencies (Note 5)
Equity
Preferred unitholders; 600,000 units issued and outstanding in 2018 and 2017	604			589
Common unitholders; 217,189,001 units issued and outstanding (217,097,057 in 2017)	2,779			2,925
Total Equity	3,383			3,514
Total Liabilities and Equity	$	8,359		$	8,169

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

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Financial Statements

Andeavor Logistics LP

Condensed Statements of Consolidated Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2018			2017 (a)
	(In millions)
Cash Flows From (Used In) Operating Activities
Net earnings	$	287		$	203
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation and amortization expenses	163			124
(Gain) loss on asset disposals and impairments	1			(26		)
Other operating activities	16			20
Changes in current assets and liabilities	6			1
Changes in noncurrent assets and liabilities	(12		)	(4		)
Net cash from operating activities	461			318
Cash Flows From (Used In) Investing Activities
Capital expenditures	(146		)	(90		)
Acquisitions, net of cash	(180		)	(651		)
Proceeds from sales of assets	—			42
Net cash used in investing activities	(326		)	(699		)
Cash Flows From (Used In) Financing Activities
Borrowings under revolving credit agreements	520			189
Repayments under revolving credit agreements	(278		)	(469		)
Proceeds from issuance of common units, net of issuance costs	—			281
Proceeds from issuance of general partner units, net of issuance costs	—			6
Quarterly distributions to common unitholders	(411		)	(195		)
Quarterly distributions to general partner	—			(85		)
Distributions to preferred unitholders	(8		)	—
Distributions in connection with acquisitions	—			(5		)
Capital contributions by affiliate	14			19
Other financing activities	(3		)	(3		)
Net cash used in financing activities	(166		)	(262		)
Decrease in Cash and Cash Equivalents	(31		)	(643		)
Cash and Cash Equivalents, Beginning of Period	75			688
Cash and Cash Equivalents, End of Period	$	44		$	45

(a)    Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.

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

June 30, 2018 | 5

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - Organization and Basis of Presentation

Organization

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

Principles of Consolidation and Basis of Presentation

Principles of Consolidation

Acquired assets from Andeavor, and the associated liabilities and results of operations, are collectively referred to as the “Predecessors.” See Note 1 of our Annual Report on Form 10-K for the year ended December 31, 2017 and Note 2 for additional information regarding the acquired assets from Andeavor.

As an entity under common control with Andeavor, we record the assets that we acquire from Andeavor on our condensed consolidated balance sheet at Andeavor’s historical basis instead of fair value. Transfers of businesses between entities under common control are accounted for as if the transfer occurred at the beginning of the period, and prior periods are retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes of Andeavor Logistics have been retrospectively adjusted to include the historical results of the assets acquired prior to the effective date of the acquisition.

We acquired certain logistics assets located in Anacortes, Washington (the “Anacortes Logistics Assets”) in 2017. While this acquisition is a common control transaction, prior periods have not been recast as these assets do not constitute a business in accordance with Accounting Standards Update (“ASU”) 2017-01, “Clarifying the Definition of a Business”.

The interim condensed consolidated financial statements and notes thereto have been prepared by management without audit according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.

Basis of Presentation

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). However, certain information and notes normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. Management believes that the disclosures presented herein are adequate to present the information fairly. The accompanying interim condensed consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017. Certain prior year balances have been aggregated or disaggregated in order to conform to the current year presentation, including the adoption of recent accounting standards discussed further below.

We are required under U.S. GAAP to make estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented. We review our estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates. The results of operations of the Partnership for any interim period are not necessarily indicative of results for the full year.

Cost Classifications

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

During the three and six months ended June 30, 2017, cost of fuel and other included the purchase cost of refined products sold within our Wholesale segment, the cost of inbound transportation and distribution costs incurred to transport product to our customers. Due to the adoption of ASU 2014-09, “Revenue from Contracts with Customers” and the associated subsequent amendments (collectively, “ASC 606”) on January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted, as further described in Note 7.

Operating expenses are comprised of direct operating costs including costs incurred for direct labor, repairs and maintenance, outside services, chemicals and catalysts, utility costs, including the purchase of electricity and natural gas used by our facilities,

6 |

Notes to Condensed Consolidated Financial Statements (Unaudited)

property taxes, environmental compliance costs related to current period operations, rent expense and other direct operating expenses incurred in the provision of services.

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

Financial Instruments

The fair value of our senior notes is based on prices from recent trade activity and is categorized in level 2 of the fair value hierarchy. The borrowings under our amended revolving credit facility (the “Revolving Credit Facility”) and our dropdown credit facility (“Dropdown Credit Facility”), which include a variable interest rate, approximate fair value. The carrying value and fair value of our debt were $4.4 billion and $4.5 billion as of June 30, 2018, respectively, and were $4.2 billion and $4.3 billion at December 31, 2017, respectively. These carrying and fair values of our debt do not consider the unamortized issuance costs, which are netted against our total debt.

We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments and the expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk.

New Accounting Standards and Disclosures

Revenue Recognition

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

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

For the three and six months ended June 30, 2018, we recorded lower revenues of $696 million and $1.3 billion, respectively, and lower costs and expenses of $696 million and $1.3 billion, respectively, for presentation impacts of applying ASC 606. These impacts were primarily associated with the netting of revenues and costs associated with our fuel purchase and supply arrangements with Andeavor, as further described in Note 7. We recorded an additional $1 million and $3 million in revenues associated with minimum volume commitments during the three and six months ended June 30, 2018, respectively, as a result of applying the new standard. There were no material impacts during the period to the condensed consolidated balance sheets or condensed statement of consolidated cash flows, as a result of the adoption.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either a financing lease or operating lease with classification affecting the pattern of expense recognition in the condensed statements of consolidated operations and presentation of cash flows in the condensed statements of consolidated cash flows. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in July 2018, the FASB issued ASU 2018-11, which permits entities with another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, we would recognize a cumulative effect adjustment to the opening

June 30, 2018 | 7

Notes to Condensed Consolidated Financial Statements (Unaudited)

balance of partners’ equity in the period of adoption. We expect to elect the optional transition method and will not early adopt the standard.

We are progressing through our implementation plan which includes the following activities; designing and implementing a new lease accounting system, designing new business processes and related internal controls, extracting the required accounting and reporting data from our lease agreements as well as the assessment and documentation of the accounting impacts related to the new standard. In addition, we continue to work with the industry group on certain areas and assess the impacts as consensus is formed. While we are still working through our implementation plan, we do expect that the recognition of right-of-use assets and lease liabilities, which are not currently reflected on our condensed consolidated balance sheets, will have a material impact on total assets and liabilities. However, we do not expect the adoption of the standard to have a material impact on our condensed statements of consolidated operations or liquidity. At this time, we are unable to estimate the full impact of the standard until we progress further through our plan and the industry reaches a consensus on certain industry specific issues.

Credit Losses

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

Restricted Cash

In November 2016, the FASB issued ASU 2016-18, "Restricted Cash" (“ASU 2016-18”), which clarifies how restricted cash and restricted cash equivalents are presented in the statements of cash flows. The ASU requires that changes in restricted cash that result from transfers between cash, cash equivalents and restricted cash should not be presented as cash flow activities in the statements of cash flows. ASU 2016-18 was effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. We adopted ASU 2016-08 as of January 1, 2018 on a retrospective basis. Adoption of this standard resulted in an increase in cash and cash equivalents as of June 30, 2017 of $14 million. See Note 2 for further information regarding restricted cash.

Pension and Postretirement Costs

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which requires the current service-cost component of net benefit costs to be presented similarly with other current compensation costs for related employees on the statement of consolidated operations and stipulates that only the service cost component of net benefit cost is eligible for capitalization. Additionally, the Partnership will present other components of net benefit costs elsewhere on the condensed statements of consolidated operations since these costs are allocated to the Partnership’s financial statements by Andeavor. The amendments to the presentation of the condensed statements of consolidated operations in this update should be applied retrospectively while the change in capitalized benefit cost is to be applied prospectively. We adopted ASU 2017-07 as of January 1, 2018. Adoption of the standard resulted in an increase to interest and financing costs of $2 million and $4 million, respectively, with a corresponding increase to other income of $2 million and $4 million, respectively, for the three and six months ended June 30, 2017 with no impact to net earnings. ASU 2017-07 does not impact the condensed consolidated balance sheets or condensed statements of consolidated cash flows.

Note 2 - Acquisitions and Divestitures

Acquisitions

SLC Core Pipeline System

On May 1, 2018, we completed our acquisition of the SLC Core Pipeline System (formerly referred to as the Wamsutter Pipeline System) from Plains All American Pipeline, L.P. for total consideration of $180 million. The system consists of pipelines that transport crude oil to another third-party pipeline system that supply the Salt Lake City area refineries, including Andeavor’s Salt Lake City refinery. We financed the acquisition using our Revolving Credit Facility. This acquisition is not material to our condensed consolidated financial statements and its operating results are reported in our Terminalling and Transportation segment.

Western Refining Logistics, LP Merger

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

Andeavor Logistics accounted for the WNRL Merger as a common control transaction and, accordingly, inherited Andeavor’s basis in WNRL’s net assets. Andeavor accounted for the acquisition of WNRL using the acquisition method of accounting, which

8 |

Notes to Condensed Consolidated Financial Statements (Unaudited)

requires, among other things, that assets acquired at their fair values and liabilities assumed be recognized on the balance sheet as of the acquisition date, or June 1, 2017, the date Andeavor acquired WNRL. The purchase price allocation for the WNRL Merger has been allocated based on fair values of the assets acquired and liabilities assumed at the acquisition date. The allocation of the WNRL purchase price was final as of May 31, 2018. Prior to the purchase price finalization, we recorded adjustments to the allocation to increase property, plant and equipment and reduce goodwill by $7 million during 2018.

Acquisition Date Purchase Price Allocation (in millions)

Cash	$	22
Receivables	112
Inventories	11
Prepayments and Other Current Assets	25
Property, Plant and Equipment (a)	1,357
Goodwill	558
Acquired Intangibles	130
Other Noncurrent Assets	2
Accounts Payable	(167		)
Accrued Liabilities	(41		)
Debt	(347		)
Total purchase price	$	1,662

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

Goodwill

We evaluated several factors that contributed to the amount of goodwill presented above. These factors include the acquisition of a logistics business located in advantageous areas where there is crude oil marketing capabilities and meaningful refining offtake with an assembled workforce that cannot be duplicated at the same costs by a new entrant. Further, the WNRL Merger provides a platform for future growth through operating efficiencies Andeavor Logistics expects to gain from the application of best practices across the combined company and an ability to realize synergies from the geographic diversification of Andeavor Logistics’ business and rationalization of general and administrative costs. We allocated $352 million, $144 million and $62 million of goodwill to the Gathering and Processing, Terminalling and Transportation, and Wholesale segments, respectively.

Property, Plant and Equipment

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

Acquired Intangible Assets

The fair value of the acquired identifiable intangible assets is $130 million. This fair value is based on valuation completed for the business enterprise, along with the related tangible assets, using a combination of the income method, cost method and comparable market transactions. We recognized intangible assets associated with customer relationships of $130 million with third parties, all of which will be amortized on a straight-line basis over an estimated weighted average useful life of 15 years. The accumulated amortization of our finite life intangibles acquired from the WNRL Merger was $9 million as of June 30, 2018. Amortization expense related to the acquired intangible assets is expected to be approximately $9 million per year for the next fifteen years.

WNRL Revenues and Net Earnings

During the six months ended June 30, 2018, we recognized $197 million in revenues and $56 million of net earnings related to the business acquired.

Pro Forma Financial Information

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

June 30, 2018 | 9

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

	Three Months Ended		Six Months Ended
	June 30, 2017		June 30, 2017
Revenues	$	1,039	$	2,063
Net earnings (a)	123		213

(a) 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.

Logistics Assets Drop Down and Asset Transfer

On August 6, 2018, we announced that we acquired logistics assets from Andeavor for total consideration of$1.55 billion. These assets include gathering, storage and transportation assets in the Permian region, including the RIO Pipeline; legacy Western Refining, Inc. assets and associated crude terminals; and certain of Andeavor’s refining terminalling, transportation and storage assets. The transaction also includes the Conan Crude Oil Gathering System and the Los Angeles Refinery Interconnect Pipeline, transferred at cost plus incurred interest. The transaction was funded by issuing common units to Andeavor and the remainder with borrowings under our revolving credit facilities.

Divestitures

Alaska Storage and Terminalling Assets

On June 2, 2017, due to Andeavor’s consent decree with the state of Alaska associated with our 2016 acquisition of certain terminalling and storage assets owned by Andeavor (the “Alaska Storage and Terminalling Assets”), we sold one of our existing Alaska products terminals (“Alaska Terminal”) for $28 million. The sale resulted in a $25 million gain on sale in our condensed statements of consolidated operations for both the three and six months ended June 30, 2017. The Alaska Terminal divestiture did not have an impact on our operations.

WNRL Lubricant Operations

On June 30, 2017, WNRL sold its remaining lubricant operations located in Arizona and Nevada for $14 million. There was no gain or loss resulting from this sale. Due to provisions in WNRL’s senior secured revolving credit facility agreement and senior notes indenture, the proceeds received from the sale of the lubricant operations were restricted to be used in the business or as a prepayment of debt. This cash was used during the third quarter of 2017 to reinvest in assets used in its business and as a payment of debt.

Note 3 - Related-Party Transactions

Affiliate Agreements

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

In addition, we have agreements for the provision of various general and administrative services by Andeavor. Under our partnership agreement, we are required to reimburse TLGP and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our amended omnibus agreement (the “Amended Omnibus Agreement”) or our amended secondment agreement (the “Amended Secondment Agreement”), TLGP determines the amount of these expenses. The Amended Omnibus Agreement and the Amended Secondment Agreement were amended and restated in connection with the WNRL Merger. Under the terms of the Amended Omnibus Agreement in effect as of June 30, 2018, we are required to pay Andeavor an annual corporate services fee of $13 million for the provision of various centralized corporate services, including executive management, legal, accounting, treasury, human resources, health, safety and environmental, information technology, certain insurance coverage, administration and other corporate services. Andeavor charged the Partnership $4 million and $5 million pursuant to the Amended Secondment

10 |

Notes to Condensed Consolidated Financial Statements (Unaudited)

Agreement for the three months ended June 30, 2018 and 2017, respectively, and $10 million for both the six months ended June 30, 2018 and 2017. Additionally, pursuant to the Amended Omnibus Agreement and Amended Secondment Agreement, we reimburse Andeavor for any direct costs incurred by Andeavor in providing other operational services with respect to certain of our other assets and operations.

Summary of Affiliate Transactions

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenues (a)	$	381	$	271	$	699	$	474
Operating expenses (b)	52		44		103		83
General and administrative expenses	18		19		38		39

(a) 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.

(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.

Distributions

In accordance with our partnership agreement, the unitholders of our limited partner interests are entitled to receive quarterly distributions of available cash. During the six months ended June 30, 2018, we paid quarterly cash distributions of $230 million to Andeavor. On July 24, 2018, we declared a quarterly cash distribution of $1.03 per unit, which will be paid on August 14, 2018. The distribution will include a payment of $117 million to Andeavor. TLGP’s distribution waivers for 2018 and 2019 remain in effect as instituted in 2017 under the terms of our partnership agreement.

Note 4 - Debt

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

	June 30, 2018			December 31, 2017
Total debt	$	4,423		$	4,182
Unamortized issuance costs	(50		)	(54		)
Current maturities	(1		)	(1		)
Debt, Net of Current Maturities and Unamortized Issuance Costs	$	4,372		$	4,127

Available Capacity Under Credit Facilities (in millions)

	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)

Note 5 - Commitments and Contingencies

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

Note 6 - Equity and Net Earnings per Unit

We had 89,299,615 common public units and 600,0006.875% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Preferred Units”) outstanding as of June 30, 2018. Additionally, Andeavor owned 127,889,386 of our common units, constituting approximately 59% ownership interest in us. Andeavor also held 80,000 Andeavor Logistics TexNew Mex units and 2,202,880 non-economic general partner units as of June 30, 2018.

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

Changes to Equity (in millions)

	Partnership						Total
	Common			Preferred
Balance at December 31, 2017	$	2,925		$	589		$	3,514
Distributions to common and preferred unitholders (a)	(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.

Cash Distributions

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

Quarterly Distributions on Common Units

Quarter Ended	Quarterly Distribution Per Common Unit		Total Cash Distribution (in millions)		Date of Distribution	Unitholders Record Date
December 31, 2017 (a)	$	1.000	$	205	February 14, 2018	January 31, 2018
March 31, 2018 (a)	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)

On February 15, 2018, we paid distributions associated with our Preferred Units of $8 million. On July 24, 2018, we declared a distribution associated with our Preferred Units in the amount of $21 million, which will be paid on August 15, 2018.

Net Earnings per Unit

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

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

	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)

for the three and six months ended June 30, 2017, respectively. Our general partner no longer receives IDRs as a result of the IDR/GP Transaction.

(d) Distributions of earnings for limited partners’ common units for the three 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.

Note 7 - Revenues

We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. For the three and six months ended June 30, 2018, revenues from contracts with customers were $473 million and $927 million, respectively, which excludes lease revenues of $84 million and $165 million, respectively. Upon adoption of ASC 606, revenue is recognized net of amounts collected from customers for taxes assessed by governmental authorities on, and concurrent with, specific revenue-producing transactions.

Service Revenue

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

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

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

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

Product Revenue

We generate product revenue from the sale of NGLs and related products along with the sale of gasoline and diesel fuel within our wholesale business. We sell NGLs, shrink gas and condensate using natural gas we acquire from producers under our POP arrangements. We record revenues for the sale of these NGLs and related products at market prices, and record the payments

14 |

Notes to Condensed Consolidated Financial Statements (Unaudited)

to producers for the agreed-upon percentage of the total sales proceeds as NGL expense, net of certain charges, which is reported within costs and expenses in our condensed statement of consolidated operations.

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

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

Other Arrangements

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

Customer Contract Assets

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

Customer Contract Liabilities

For certain products or services, we receive payment in advance of when performance obligations are satisfied. These liabilities from contracts with customers consist primarily of certain deficiency payments for minimum volume commitments and customer reimbursements of costs for capital projects. Customer advances for capital projects are generally recognized over the contract term. We do not have a material impact for financing components associated with these customer advances. Payments for minimum volume commitments and other customer advances are included in deferred income within other current liabilities and other noncurrent liabilities based on timing of expected recognition, which may extend up to 15 years. During the three and six months ended June 30, 2018, we recognized $6 million and $20 million in revenue from contract liabilities existing as of January 1, 2018, after cumulative adjustments for the adoption of ASC 606.

Summary of Customer Contract Assets and Liabilities (in millions)

	December 31, 2017		Adjustments for ASC 606 (a)			Balance at January 1, 2018		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.

Remaining Performance Obligations

We do not disclose the value of unsatisfied performance obligations for contracts with original expected terms of one year or less or the value of variable consideration related to unsatisfied performance obligations, when such values are not required to be estimated for purposes of allocation and recognition. Revenues associated with remaining obligations under contracts with terms in excess of one year consist primarily of arrangements for which the customer has agreed to fixed consideration based on minimum throughput volume commitments or capacity utilization. As of June 30, 2018, we had $4.1 billion of expected revenues from remaining performance obligations.

June 30, 2018 | 15

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

Disaggregation

We disaggregate our revenues by product and services, and further by product line. For additional information regarding our operating segments, see Note 8.

Revenue Disaggregation by Type and Product Line (in millions)

	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.

Note 8 - Operating Segments

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

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

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

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

16 |

Notes to Condensed Consolidated Financial Statements (Unaudited)

Segment Information (in millions)

	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

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

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

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

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

Business Strategy and Overview

Overview

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

We are a fee-based, growth oriented Delaware limited partnership formed by Andeavor and are headquartered in San Antonio, Texas. Our assets are categorized into a Terminalling and Transportation segment, a Gathering and Processing segment, and a Wholesale segment. Approximately 68% and 64% of our total revenues for the three and six months ended June 30, 2018, respectively, were derived from Andeavor under various long-term, fee-based commercial agreements, the majority of which include minimum volume commitments.

On April 29, 2018, Andeavor and MPC entered into the MPC Merger Agreement under which MPC will acquire all of its outstanding shares. The transaction was unanimously approved by the boards of directors of both companies, has obtained certain regulatory and governmental approvals and remains subject to customary closing conditions.

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

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

18 |

Management’s Discussion and Analysis

Business Strategy and Goals

Our primary business objectives are to maintain and grow stable cash flows and to increase our quarterly cash distribution per unit over time. We intend to accomplish these objectives by executing the following strategies:

Growing a stable, fee-based business that provides a competitive, full-service logistics offering to customers
Optimizing Existing Asset Base	●    Operating an incident free workplace ●    Improving operational efficiency and maximizing asset utilization ●    Expanding third-party business; delivering extraordinary customer service
Pursuing Organic Expansion Opportunities	●    Identifying and executing low-risk, high-return growth projects ●    Investing to capture the full commercial value of logistics assets ●    Growing asset capability to support Andeavor value chain optimization
Growing through Third-Party Acquisitions	●    Pursuing assets and businesses in strategic U.S. geographies that support an integrated business model, delivering synergies and growth ●    Focusing on high quality assets that provide stable, fee-based income and enhancing organizational capacity
Growing through Andeavor Strategic Expansion	●    Strategically partnering with Andeavor on acquisitions in refining and marketing value chains ●    Capturing full value of Andeavor’s embedded logistics assets

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

• increasing our terminalling volumes by expanding capacity and growing our third-party services at certain of our terminals;

• optimizing Andeavor volumes and growing third-party throughput at our Terminalling and Transportation assets; and

• pursuing strategic assets in the western U.S.

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

• further expanding capacity and capabilities as well as adding new origin and destination points for our common carrier pipelines in North Dakota and Montana;

• expanding our crude oil, natural gas and water gathering and associated gas processing footprint in the Bakken region to enhance and improve overall basin logistics efficiencies;

• expanding our crude oil gathering footprint in the Permian Basin, principally in the Delaware basin where Andeavor has a strong logistics asset base, crude oil marketing capabilities and meaningful refining offtake; and

• pursuing strategic assets across the western U.S. including potential acquisitions from Andeavor.

Acquisitions

SLC Core Pipeline System

On May 1, 2018, we completed our acquisition of the SLC Core Pipeline System (formerly referred to as the Wamsutter Pipeline System) from Plains All American Pipeline, L.P. for total consideration of $180 million. The system consists of pipelines that transport crude oil to another third party pipeline system that supply the Salt Lake City area refineries, including Andeavor’s Salt Lake City refinery. We financed the acquisition using our Revolving Credit Facility. This acquisition is not material to our condensed consolidated financial statements and its operating results are reported in our Terminalling and Transportation segment.

June 30, 2018 | 19

Management’s Discussion and Analysis

Logistics Assets Drop Down and Asset Transfer

On August 6, 2018, we announced that we acquired logistics assets from Andeavor for total consideration of$1.55 billion. These assets include gathering, storage and transportation assets in the Permian region, including the RIO Pipeline; legacy Western Refining, Inc. assets and associated crude terminals; and certain of Andeavor’s refining terminalling, transportation and storage assets. The transaction also includes the Conan Crude Oil Gathering System and the Los Angeles Refinery Interconnect Pipeline, transferred at cost plus incurred interest. The transaction was funded by issuing common units to Andeavor and the remainder with borrowings under our revolving credit facilities.

Current Market Conditions

During the second quarter, the spot prices of the commodities that we handle have all increased, including crude oil, natural gas, natural gas liquids and refined products. Crude oil prices rose to their highest levels since late-2014 as OPEC-led supply reductions and robust demand from emerging economies drew global OECD stocks below their 5-year average. The US benchmark crude West Texas Intermediate (WTI) gained over $9 per barrel during the quarter and prompted producers to add 54 rigs according to the U.S. oil and gas drilling rig count. With drilling activity at its highest level in three years and continued productivity gains in well completions, US production of both oil and gas reached record levels during the second quarter.  Despite the increase in US oil production, crude stocks continued to trend below the 5-year average as US refinery consumption and crude exports each set new records. Continued exports of refined products, particularly to Latin America, are providing incentive for U.S. refiners to maximize production of gasoline and diesel. These factors create a positive outlook for U.S. oil, gas, natural gas and refined product throughput volumes, however, regional impacts may differ.

Seasonal trends and continued healthy domestic economic conditions during the second quarter continued to support refined product demand from our downstream and marketing customers. We continue to monitor the impact of commodity prices and fundamentals as it relates to our business. Given the outlined market conditions, we believe our diversified portfolio of businesses as well as our strong customer base are sufficient to continue to meet our goals and objectives outlined above.

Results of Operations

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

Operating Metrics

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

• Average terminalling revenue per barrel - calculated as total terminalling revenue divided by terminalling throughput presented in thousands of barrels per day (“Mbpd”) multiplied by 1,000 and multiplied by the number of days in the period, (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.

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

20 |

Management’s Discussion and Analysis

Non-GAAP Measures

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

• Financial non-GAAP measure of EBITDA - calculated as U.S. GAAP-based net earnings before interest, income taxes and depreciation and amortization expense;

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

• 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.

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

• our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods;

• the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;

• our ability to incur and service debt and fund capital expenditures; and

• the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

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

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

Items Impacting Comparability

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

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

As a result of the WNRL Merger, we have presented the wholesale fuel distribution business as a separate segment and included the asphalt trucking and crude trucking operations in the Terminalling and Transportation segment and Gathering and Processing segment, respectively.

On January 1, 2018, we adopted ASC 606 utilizing the modified retrospective method. The current period results and balances are presented in accordance with ASC 606 while comparative periods continue to be presented in accordance with the

June 30, 2018 | 21

Management’s Discussion and Analysis

accounting standards in effect for those periods. Refer to Note 1 and Note 7 within Item 1 for further details regarding ASC 606 and the financial impact due to adoption of the standard.

20182nd Quarter Versus 20172nd Quarter

Highlights (in millions)

(a) See “Non-GAAP Reconciliations” section for further information regarding these non-GAAP measures.

Percentage of Segment Operating Income by Operating Segment

22 |

Management’s Discussion and Analysis

Net Earnings Attributable to Partners Reconciliation (in millions)

Overview

Our net earnings for the 2018 Quarter increased$37 million to $148 million from $111 million for the 2017 Quarter and EBITDA increased$49 million primarily driven by the WNRL Merger and our acquisition of the Anacortes Logistics Assets. Partially offsetting those contributions were increases in operating costs and depreciation and amortization expenses related to a full quarter of operations from the WNRL Merger.

Segment Results

Operating income increased$33 million to $202 million during the 2018 Quarter compared to $169 million for the 2017 Quarter driven by a full quarter of contributions from the WNRL Merger across all of our segments. Refer to our detailed discussion of each segment’s operating and financial results contained in this section.

Revenues

The $50 milliondecrease in revenue, or 8%, to $557 million was driven primarily by impacts of the adoption of ASC 606 on January 1, 2018. The revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted for the 2018 Quarter, as further described in Note 7. This decrease was partially offset by the impact of the WNRL Merger and the acquisition of the Anacortes Logistics Assets.

Cost of Fuel and Other

Due to the adoption of ASC 606 on January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted for the 2018 Quarter, as further described in Note 7.

NGL Expense

NGL expense decreased$11 million for the 2018 Quarter compared to the 2017 Quarter primarily due to the impact from the adoption of ASC 606 on January 1, 2018, partially offset by an increase in expense for the Robinson Lake and Belfield facilities due to higher production during the second quarter of 2018. Refer to Note 7 for further information regarding the adoption of ASC 606.

Operating Expenses

Operating expenses increased$49 million for the 2018 Quarter compared to the 2017 Quarter primarily due to a full quarter of operations from the WNRL Merger as well as the recognition of non-cash expenses recognized in connection with the adoption of ASC 606.

Depreciation and Amortization Expense

Depreciation and amortization expenses increased$17 million for the 2018 Quarter compared to the 2017 Quarter largely due to the property, plant and equipment and intangibles acquired with the WNRL Merger.

(Gain) Loss on Asset Disposals and Impairments

The gain on asset disposals during the 2017 Quarter was primarily due to the sale of a products terminal in Alaska.

Interest and Financing Costs, Net

Net interest and financing costs decreased$5 million in the 2018 Quarter compared to the 2017 Quarter primarily due to lower interest rates from the refinancing of debt with new senior notes during the fourth quarter of 2017 reflecting our improved investment grade rating.

June 30, 2018 | 23

Management’s Discussion and Analysis

2018 Year to Date Period Versus 2017 Year to Date Period

Highlights (in millions)

(a) See “Non-GAAP Reconciliations” section for further information regarding these non-GAAP measures.

Percentage of Segment Operating Income by Operating Segment

24 |

Management’s Discussion and Analysis

Net Earnings Attributable to Partners Reconciliation (in millions)

Overview

Our net earnings for the 2018 Period increased$84 million to $287 million from $203 million for the 2017 Period and EBITDA increased$110 million primarily driven by the WNRL Merger and our acquisition of the Anacortes Logistics Assets. Partially offsetting those contributions were increases in operating costs and depreciation and amortization expenses related to the WNRL Merger.

Segment Results

Operating income increased$73 million to $392 million during the 2018 Period compared to $319 million for the 2017 Period driven by contributions from the WNRL Merger during the entire 2018 Period across all of our segments. Refer to our detailed discussion of each segment’s operating and financial results contained in this section.

Revenues

The $65 millionincrease in revenue, or 6%, to $1.1 billion was driven primarily by the WNRL Merger and the acquisition of the Anacortes Logistics Assets, partially offset by the adoption of ASC 606 on January 1, 2018.

Cost of Fuel and Other

Due to the adoption of ASC 606 on January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted for the 2018 Period, as further described in Note 7.

NGL Expense

NGL expense decreased$22 million for the 2018 Period compared to the 2017 Period primarily due to the impact of ASC 606 adopted on January 1, 2018, partially offset by an increase in expense for the Robinson Lake and Belfield facilities due to higher production during the 2018 Period. Refer to Note 7 for further information regarding the adoption of ASC 606.

Operating Expenses

Operating expenses increased$113 million for the 2018 Period compared to the 2017 Period primarily due to the WNRL Merger as well as the recognition of non-cash expenses recognized in connection with the adoption of ASC 606.

Depreciation and Amortization Expense

Depreciation and amortization expenses increased$39 million for the 2018 Period compared to the 2017 Period largely due to the property, plant and equipment and intangibles acquired with the WNRL Merger.

(Gain) Loss on Asset Disposals and Impairments

The gain on asset disposals during the 2017 Period was due to the sale of a products terminal in Alaska.

Interest and Financing Costs, Net

Net interest and financing costs decreased$13 million in the 2018 Period compared to the 2017 Period primarily due to lower interest rates from the refinancing of debt with new senior notes during the fourth quarter of 2017 reflecting our improved investment grade credit rating.

June 30, 2018 | 25

Management’s Discussion and Analysis

Segment Results of Operations

Terminalling and Transportation Segment

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

20182nd Quarter Versus 20172nd Quarter

Highlights (in millions)

(a) See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.

Segment Volumetric Data

Volumes

Terminalling throughput volume increased505 Mbpd, or 40%, in the 2018 Quarter compared to the 2017 Quarter. The increase in the terminalling throughput volume was primarily attributable to the assets acquired in the WNRL Merger. Pipeline transportation throughput volume increased112 Mbpd, or 12%, in the 2018 Quarter due to continued strong product demand.

26 |

Management’s Discussion and Analysis

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

	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

Financial Results

The Terminalling and Transportation segment’s operating income increased$4 million, or 3%, and Segment EBITDA increased$12 million, or 8%, primarily driven by the WNRL Merger, the acquisition of the Anacortes Logistics Assets and organic growth. In addition, we had higher operating expenses as well as a full quarter of depreciation and amortization expenses related to the WNRL Merger.

The gain on asset disposals during 2017 was due to the sale of a products terminal in Alaska.

(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.

2018 Year to Date Period Versus 2017 Year to Date Period

Highlights (in millions)

(a) See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.

June 30, 2018 | 27

Management’s Discussion and Analysis

Segment Volumetric Data

Volumes

Terminalling throughput volume increased577 Mbpd, or 51%, in the 2018 Period compared to the 2017 Period. The increase in the terminalling throughput volume was primarily attributable to the assets acquired in the WNRL Merger. Pipeline transportation throughput volume increased78 Mbpd, or 9%, in the 2018 Period due to continued strong product demand.

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

	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

Financial Results

The Terminalling and Transportation segment’s operating income increased$26 million, or 12%, and Segment EBITDA increased$43 million, or 16%, primarily driven by the WNRL Merger, the acquisition of the Anacortes Logistics Assets and organic growth. In addition, we had higher operating expenses as well as depreciation and amortization expenses for the entire 2018 Period related to the WNRL Merger.

The gain on asset disposals during 2017 was due to the sale of a products terminal in Alaska.

(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

Gathering and Processing Segment

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

20182nd Quarter Versus 20172nd Quarter

Highlights (in millions)

(a) See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.

Segment Volumetric Data

(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.

Volumes

NGL sales volumes increasedin the 2018 Quarter as compared to the 2017 Quarter primarily due to ethane recovery in the Rockies region in the 2018 Quarter. Ethane recovery is the process of capturing ethane during the NGL processing stream, where it is then fractionated and sold. The decrease in gas gathering and processing throughput volumes of 168 thousand MMBtu/d, or 18%, in the 2018 Quarter as compared to the 2017 Quarter was primarily driven by the adoption of ASC 606 which changed the presentation of certain of our volumes. The impact of the adoption is described further in Note 7. Planned downtime at our Robinson Lake gas processing facility also resulted in lower volumes during the 2018 Quarter. Crude oil and water throughput volumes increased32 Mbpd, or 12%, in the 2018 Quarter primarily due to contributions from the WNRL Merger.

June 30, 2018 | 29

Management’s Discussion and Analysis

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

	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

Financial Results

Our Gathering and Processing segment’s operating income increased$17 million, or 32%, in the 2018 Quarter compared to the 2017 Quarter. Segment EBITDA increased$26 million, or 27%, in the 2018 Quarter compared to the 2017 Quarter. The results for the 2018 Quarter were impacted by planned downtime at the Robinson Lake gas processing facility to allow for a capacity expansion project, which was successfully completed within the quarter.

Revenues for our crude oil and water gathering systems improved due to the impact from operations obtained in the WNRL Merger increasing the throughput volumes and improving our tariff mix. Revenues also increased due to continued strong volume growth in our Permian crude oil gathering during the 2018 Quarter. The 2017 Quarter was impacted by Andeavor’s Mandan refinery undergoing a turnaround lowering revenues for that period. Revenues were also impacted by the adoption of ASC 606, as further described in Note 7. Certain cost recoveries previously presented as service revenues are now reflected as reductions to NGL expense, resulting in an increase to the average margin on NGL sales per barrel, but had an immaterial impact to our segment operating income and Segment EBITDA.

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

(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

2018 Year to Date Period Versus 2017 Year to Date Period

Highlights (in millions)

(a) See “Non-GAAP Reconciliations” section for further information regarding this non-GAAP measure.

Segment Volumetric Data

(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.

Volumes

NGL sales volumes increasedin the 2018 Period as compared to the 2017 Period primarily due to ethane recovery in the Rockies region in the 2018 Period. The decrease in gas gathering and processing throughput volumes of 145 thousand MMBtu/d, or 15%, in the 2018 Period as compared to the 2017 Period was primarily driven by the adoption of ASC 606 which changed the presentation of certain of our volumes. The impact of the adoption is described further in Note 7. Planned downtime at our Robinson Lake gas processing facility also resulted in lower volumes during the 2018 Period. Crude oil and water throughput volumes increased41 Mbpd, or 16%, in the 2018 Period primarily due to contributions from the WNRL Merger.

June 30, 2018 | 31

Management’s Discussion and Analysis

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

	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

Financial Results

Our Gathering and Processing segment’s operating income increased$29 million, or 25%, in the 2018 Period compared to the 2017 Period. Segment EBITDA increased$49 million, or 25%, in the 2018 Period compared to the 2017 Period. The 2018 Period was impacted by planned downtime at the Robinson Lake gas processing facility to allow for a capacity expansion project, which was successfully completed within the 2018 Period.

Revenues for our crude oil and water gathering systems improved due to the impact from operations obtained in the WNRL Merger increasing the throughput volumes and improving our tariff mix. Revenues also increased due to continued strong volume growth in our Permian crude oil gathering during the 2018 Period and Andeavor’s Mandan refinery undergoing a turnaround in the 2017 Period. Revenues were also impacted by the adoption of ASC 606, as further described in Note 7. Certain cost recoveries previously presented as service revenues are now reflected as reductions to NGL expense, resulting in an increase to the average margin on NGL sales per barrel, but had an immaterial impact to our segment operating income and Segment EBITDA.

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

(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

Wholesale

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

The Wholesale segment was added as a result of the WNRL Merger, therefore, there was only one month of activity to report for the Wholesale segment for the three and six months ended June 30, 2017.

20182nd Quarter Versus 20172nd Quarter

Highlights (in millions)

(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

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

	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	¢

Financial Results

The Wholesale segment’s operating income was $11 million and $2 million and Segment EBITDA was $13 million and $3 million, for the 2018 Quarter and 2017 Quarter, respectively. Results for the 2018 Quarter compared to the 2017 Quarter were driven by seasonally higher volumes and an improved wholesale margin environment.

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. The impact of the adoption is described further in Note 1 and Note 7.

Volumes

Fuel sales volumes increased205 million gallons in the 2018 Quarter as compared to the 2017 Quarter due to only one month of activity to report for the Wholesale segment for the three months ended June 30, 2017.

(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.

2018 Year to Date Period Versus 2017 Year to Date Period

Highlights (in millions)

(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

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

	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	¢

Financial Results

The Wholesale segment’s operating income was $15 million and $2 million and Segment EBITDA was $20 million and $3 million for the 2018 Period and 2017 Period, respectively. Results for the 2018 Quarter compared to the 2017 Quarter were driven by seasonally higher volumes and an improved wholesale margin environment.

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. The impact of the adoption is described further in Note 1 and Note 7.

Volumes

Fuel sales volumes increased492 million gallons in the 2018 Period as compared to the 2017 Period primarily due to only one month of activity to report for the Wholesale segment for the six months ended June 30, 2017.

(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

Capital Resources and Liquidity

Overview

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

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

Capitalization

Capital Structure (in millions)

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

Debt Overview and Available Liquidity

Our Revolving Credit Facility, our Dropdown Credit Facility and our senior notes contain covenants that may, among other things, limit or restrict our ability (as well as the ability of our subsidiaries) to engage in certain activities. There have been no changes in these covenants from those described in our Annual Report on Form 10-K for the year ended December 31, 2017. As of June 30, 2018, our Revolving Credit Facility is non-recourse to Andeavor, except for Tesoro Logistics GP, LLC, our general partner.

Available Capacity Under Credit Facilities (in millions)

Credit Facility	Total Capacity		Amount Borrowed as of 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

Revolving Credit Facilities Expense and Fees

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.

Equity Overview

Our partnership agreement authorizes us to issue an unlimited number of additional partnership securities on the terms and conditions determined by our general partner without the approval of the unitholders. Costs associated with the issuance of securities are allocated to all unitholders’ capital accounts based on their ownership interest at the time of issuance. We had 89,299,615 common public units and 600,000 Preferred Units outstanding as of June 30, 2018. Additionally, Andeavor owned 127,889,386 of our common units, constituting approximately 59% ownership interest in us. Andeavor also held 80,000 Andeavor Logistics TexNew Mex units and 2,202,880 non-economic general partner units as of June 30, 2018.

Issuance of Preferred Units

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

Cash Flow Summary

Components of our Cash Flows (in millions)

	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	)

Operating Activities

Net cash from operating activities increased$143 million to $461 million in the 2018 Period compared to $318 million for the 2017 Period. The increase in cash from operating activities was primarily driven by an increase in net earnings from the 2017 Period to the 2018 Period and the change in working capital.

Investing Activities

Net cash used in investing activities for the 2018 Period was $326 million compared to $699 million in the 2017 Period. The decrease in cash used was the result of the cash paid for acquisitions in each period and proceeds from the sale of certain Alaska terminalling assets and WNRL’s lubricant operations located in Arizona and Nevada during the 2017 Period. The 2017 Period included the acquisition of the North Dakota Gathering and Processing Assets and the 2018 Period included the acquisition of the SLC Core Pipeline System. Partially offsetting these were higher cash spend on capital expenditures during the 2018 Period. See “Capital Expenditures” below for a discussion of the expected capital expenditures for the year ended December 31, 2018.

Financing Activities

The 2018 Period had net cash used in financing activities of $166 million compared to $262 million for the 2017 Period. Sources of cash such as issuances of equity decreased by $287 million but net borrowings under our revolving credit facilities increased by $522 million. The use of our cash to make distributions to common and preferred unitholders increased $216 million and $8 million, respectively. There were no distributions to our general partner during the 2018 Period due to the IDR/GP Transaction compared to $85 million during the 2017 Period.

Capital Expenditures

We expect capital expenditures for the year ended December 31, 2018 to be approximately $580 million, or approximately $550 million net of reimbursements primarily from Andeavor with whom we contract to provide services. The revised capital expenditure estimate is due to additional capital required to complete projects included in the drop down and the acceleration of crude oil gathering projects in the Permian Basin. Refer to Note 2 for further information regarding the drop down.

June 30, 2018 | 37

Management’s Discussion and Analysis

During the 2018 Period, we spent $151 million on growth capital projects, net of $11 million in reimbursements primarily from Andeavor, and $20 million on maintenance capital projects, net of $6 million in reimbursements primarily from Andeavor. There have been no other material changes to committed amounts for our major capital projects previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2017.

Distributions

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

Quarterly Distributions

For the three months ended June 30, 2018, March 31, 2018 and December 31, 2017, we declared distributions of $1.03, $1.015 and $1.00 per limited partnership common unit, respectively, or $4.12, $4.06 and $4.00, respectively, on an annualized basis, resulting in cash distributions of $209 million, $205 million and $205 million, respectively. The distribution for the quarter ended June 30, 2018 will be paid August 14, 2018 to all unitholders of record as of August 3, 2018. During the six months ended June 30, 2018, we paid distributions of $8 million to holders of our Preferred Units.

Environmental and Other Matters

Environmental Regulation

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

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

Non-GAAP Reconciliations

Reconciliation of Net Earnings to EBITDA (in millions)

38 |

Management’s Discussion and Analysis

Reconciliation of Segment Operating Income to Segment EBITDA (in millions)

	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.

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

	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

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

	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.

Average Wholesale Fuel Sales Margin per Gallon (in millions, except per gallon amounts)

	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

Important Information Regarding Forward-Looking Statements

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

• changes in the expected value of and benefits derived from acquisitions, including any inability to successfully integrate acquisitions, realize expected synergies or achieve operational efficiency and effectiveness;

• changes in global economic conditions on our business, on the business of our key customers, including Andeavor, and on our customers’ suppliers, business partners and credit lenders;

• a material change in the crude oil and natural gas produced in the basins where we operate;

• the ability of our key customers, including Andeavor, to remain in compliance with the terms of their outstanding indebtedness;

• changes in insurance markets impacting costs and the level and types of coverage available;

• regulatory and other requirements concerning the transportation of crude oil, natural gas, NGLs and refined products, particularly in the areas where we operate;

• changes in the cost or availability of third-party vessels, pipelines and other means of delivering and transporting crude oil, feedstocks, natural gas, NGLs and refined products;

• the coverage and ability to recover claims under our insurance policies;

• the availability and costs of crude oil, other refinery feedstocks and refined products;

• the timing and extent of changes in commodity prices and demand for refined products, natural gas and NGLs;

• changes in our cash flow from operations;

• changes in our tax status;

• the ability of our largest customers to perform under the terms of our gathering agreements;

• the risk of contract cancellation, non-renewal or failure to perform by those in our supply and distribution chains, including Andeavor and Andeavor’s customers, and the ability to replace such contracts and/or customers;

• the suspension, reduction or termination of Andeavor’s obligations under our commercial agreements and our secondment agreement;

• a material change in profitability among our customers, including Andeavor;

• direct or indirect effects on our business resulting from actual or threatened terrorist or activist incidents, cyber-security breaches or acts of war;

• weather conditions, earthquakes or other natural disasters affecting operations by us or our key customers, including Andeavor, or the areas in which our customers operate;

• disruptions due to equipment interruption or failure at our facilities, Andeavor’s facilities or third-party facilities on which our key customers, including Andeavor, are dependent;

• our inability to complete acquisitions on economically acceptable terms or within anticipated timeframes;

• actions of customers and competitors;

• changes in our credit profile;

• state and federal environmental, economic, health and safety, energy and other policies and regulations, including those related to climate change, and any changes therein and any legal or regulatory investigations, delays in obtaining necessary approvals and permits, compliance costs or other factors beyond our control;

• operational hazards inherent in refining and natural gas processing operations and in transporting and storing crude oil, natural gas, NGLs and refined products;

• changes in capital requirements or in expected timing, execution and benefits of planned capital projects;

• seasonal variations in demand for natural gas and refined products;

• adverse rulings, judgments, or settlements in litigation or other legal or tax matters, including unexpected environmental remediation costs in excess of any accruals, which affect us or Andeavor;

• risks related to labor relations and workplace safety;

• political developments;

• the closing of the MPC Merger; and

• the factors described in greater detail under “Competition” and “Risk Factors” in Items 1 and 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, in “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q, and our other filings with the SEC.

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

June 30, 2018 | 41

Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to our market risks as of and for the six months ended June 30, 2018 from the risks discussed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2017.

Item 4. Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Securities Exchange Act of 1934, as amended (“the Exchange Act”), is accumulated and appropriately communicated to management. With the exception of the new Enterprise Resource Planning (“ERP”) implementation described below, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the second quarter of 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On April 1, 2018, Andeavor implemented the first phases of a new ERP system designed to upgrade the technology and improve the financial and operational information. As a result of the system implementation, we updated our framework of internal controls to reflect the system enhancements and corresponding changes to our business processes. While we believe that the ERP system and related changes to internal controls will ultimately strengthen our internal control over financial reporting, there are inherent risks in implementing a new ERP system. We will continue to evaluate and test these control changes in order to provide certification as of December 31, 2018 on the effectiveness of our internal control over financial reporting.

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

42 |

Legal Proceedings, Risk Factors and Unregistered Shares of Equity Securities

Part II - Other Information

Item 1. Legal Proceedings

Litigation Matters

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

Environmental Matters

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

Item 1A. Risk Factors

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

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

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

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

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

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

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

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

We may acquire units to satisfy tax withholdings obligations in connection with the vesting of units issued to certain employees. There were no such units acquired during the three months ended June 30, 2018.

June 30, 2018 | 43

Exhibits

Item 6. Exhibits

(a) Exhibits

Exhibit Number		Incorporated by Reference (File No. 1-35143, unless otherwise indicated)
	Description of Exhibit	Form	Exhibit	Filing Date
‡2.1	Agreement and Plan of Merger, dated as of August 13, 2017, by and among Andeavor Logistics, LP, Tesoro Logistics GP, LLC, Western Refining Logistics, LP, Western Refining Logistics GP, LLC, WNRL Merger Sub LLC and WNRL GP Merger Sub LLC	8-K	2.1	8/14/2017
‡2.2	Contribution, Conveyance and Assumption Agreement, dated as of November 8, 2017, by and among Andeavor Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Andeavor and Tesoro Refining & Marketing Company LLC	8-K	2.1	11/8/2017
‡ 2.3	First Amendment to Contribution, Conveyance and Assumption Agreement, dated January 1, 2018, among Andeavor Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Andeavor, and Tesoro Refining & Marketing Company LLC	10-Q	2.3	5/7/2018
3.1	Certificate of Limited Partnership of Andeavor Logistics LP, as amended	8-K	3.1	8/1/2017
3.2	Third Amended and Restated Agreement of Limited Partnership of Andeavor Logistics LP, dated December 1, 2017	8-K	3.1	12/1/2017
*10.1	Amendment No. 1 to Kenai Storage Services Agreement, dated as of July 1, 2016, among Tesoro Alaska Company LLC, Tesoro Logistics Operations LLC, Tesoro Logistics GP, LLC and Tesoro Logistics LP
*10.2	Amendment No. 1 to Avon Marine Terminal Use and Throughput Agreement, dated as of November 21, 2016, by and among Tesoro Logistics Operations LLC, Tesoro Logistics GP, LLC, Tesoro Logistics LP and Tesoro Refining & Marketing Company LLC
*10.3	Amendment No. 1 to Martinez Storage Services Agreement, dated as of November 21, 2016, by and among Tesoro Refining & Marketing Company LLC, Tesoro Logistics Operations LLC, Tesoro Logistics GP, LLC and Tesoro Logistics LP
*10.4	Amendment No. 1 to Alaska Terminalling Services Agreement, dated as of September 16, 2016 by and among Tesoro Alaska Company LLC, Tesoro Logistics Operations LLC, Tesoro Alaska Terminals LLC, Tesoro Logistics GP, LLC and Tesoro Logistics LP
*10.5	Amendment No. 1 to Crude Oil Trucking Transportation Services Agreement, dated October 15, 2014, by and among Western Refining Wholesale, LLC, Western Refining Company, L.P. and Western Refining Southwest, Inc.
*10.6	Amendment No. 2 to Crude Oil Trucking Transportation Services Agreement, dated October 15, 2014, by and among Western Refining Wholesale, LLC, Western Refining Company, L.P. and Western Refining Southwest, Inc.
*10.7	Amendment No. 1 to Product Supply Agreement, dated October 15, 2014, by and among Western Refining Southwest, Inc., Western Refining Company, L.P. and Western Refining Wholesale, LLC
*10.8	Amendment No. 2 to Product Supply Agreement, dated October 15, 2014, by and among Western Refining Southwest, Inc., Western Refining Company, L.P. and Western Refining Wholesale, LLC
*10.9	Amendment No. 3 to Product Supply Agreement, dated October 15, 2014, by and among Western Refining Southwest, Inc., Western Refining Company, L.P. and Western Refining Wholesale, LLC
*10.10	Amendment No. 4 to Product Supply Agreement, dated October 15, 2014, by and among Western Refining Southwest, Inc., Western Refining Company, L.P. and Western Refining Wholesale, LLC
*10.11	Amendment No. 5 to Product Supply Agreement, dated October 15, 2014, by and among Western Refining Southwest, Inc., Western Refining Company, L.P. and Western Refining Wholesale, LLC

44 |

Exhibits

Exhibit Number		Incorporated by Reference (File No. 1-35143, unless otherwise indicated)
	Description of Exhibit	Form	Exhibit	Filing Date
*10.12	Amendment No. 1 to Terminalling, Transportation and Storage Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Terminals, LLC
*10.13	Amendment No. 2 to Terminalling, Transportation and Storage Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Terminals, LLC
*10.14	Amendment No. 3 to Terminalling, Transportation and Storage Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Terminals, LLC
*10.15	Amendment No. 1 to Terminalling, Transportation and Storage Services Agreement, dated September 15, 2016, by and between St. Paul Park Refining Co. LLC and Western Refining Terminals, LLC
*10.16	Amendment No. 2 to Pipeline and Gathering Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Pipeline, LLC
*10.17	Amendment No. 3 to Pipeline and Gathering Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Pipeline, LLC
*10.18	Amendment No. 4 to Pipeline and Gathering Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Pipeline, LLC
*10.19	Amendment No. 1 to Asphalt Trucking Transportation Services Agreement, dated May 4, 2016 and effective as of January 1, 2016, by and among Western Refining Wholesale, LLC, Western Refining Company, L.P., and, for certain limited purposes stated therein, Western Refining Southwest, Inc.
*10.20	Amendment No. 1 to Fuel Distribution and Supply Agreement, dated October 15, 2014, by and between Western Refining Wholesale, LLC and Western Refining Southwest, Inc.
*31.1	Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*32.1	Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**101.INS	XBRL Instance Document
**101.SCH	XBRL Taxonomy Extension Schema Document
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

* Filed herewith

** Submitted electronically herewith

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

June 30, 2018 | 45

Signatures

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

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

46 |

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO KENAI STORAGESERVICES AGREEMENT

This Amendment No. 1 to Kenai Storage Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of July 1, 2016, is made and entered into by and between Tesoro Alaska Company LLC, a Delaware limited liability company (“TAC”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

RECITALS:

WHEREAS, on July 1, 2016, the Parties entered into that certain Kenai Storage Services Agreement (the “Kenai Storage Agreement”) pursuant to which the Parties agreed that TLO would provide to TRMC certain tank storage services as set forth in the Kenai Storage Agreement; and

WHEREAS, the Parties desire to amend the Kenai Storage Agreement to provide TLO with a conditional option to extend the Initial Term of the Kenai Storage Agreement, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.    AMENDMENT

The following definition is added into the Definitions in Section 1:

“Renewal Period” has the meaning set forth in Section 4.

Section 4, TERM, of the Kenai Storage Agreement is hereby superseded and replaced by the following Section 4:

4. TERM

The initial term of this Agreement shall commence on the Commencement Date and shall continue through July 1, 2026 (the “Initial Term”); provided, however, that the Initial Term may be extended as follows:

(a)    TRMC may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, a “Renewal Period”) by providing written notice of its intent to TLO no less than twenty-four (24) calendar months prior to the end of the Initial Term or the then-current Renewal Period.

(b)    If TRMC has not provided written notice of its intent to extend the Initial Term for the first Renewal Period pursuant to clause (a) above, TLO may, at its option, provide written notice to TRMC no less than ninety (90) days prior to the end of the Initial Term to extend the Initial Term for an additional two (2) years (an “Extension Period”).

(c)    The Initial Term, and any Renewal Period or Extension Period shall be referred to herein as the “Term.” Without limitation on the provisions of Section 22, upon expiration of the Term, the

1

Parties shall meet and use good faith efforts to reach agreement (without any obligation on the part of either Party to reach such agreement) regarding a new agreement for storage services at the Storage Facility.

2.    MISCELLANEOUS

(a)    Other than as set forth above, the Kenai Storage Agreement shall remain in full force and effect as written.

(b)    Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Amendment and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

(c)    This Amendment and the legal relations between the Parties shall be governed by and construed in accordance with Section 30(a) of the Kenai Storage Agreement.

(d)    This Amendment constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

(e)    This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Either Party’s delivery of an executed counterpart signature page by facsimile (or electronic .pdf format transmission) is as effective as executing and delivering this Amendment in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Amendment.

(f)    This Amendment is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Amendment.

(g)    The invalidity or unenforceability of any term or provision of this Amendment in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Amendment that is manifestly unjust.

[Signatures of the Parties follow on the next page.]

2

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 1 to Kenai Storage Services Agreement

3

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO AVON MARINE TERMINAL USE AND THROUGHPUT AGREEMENT

This Amendment No. 1 to Avon Marine Terminal Use and Throughput Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of January 1, 2017, is made and entered into by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

RECITALS:

WHEREAS, effective January 1, 2017, the Parties entered into that certain Avon Marine Terminal Use and Throughput Agreement (the “Avon MTUTA”) pursuant to which the Parties agreed that TLO would provide to TRMC certain terminalling services as set forth in the Avon MTUTA; and

WHEREAS, the Parties desire to amend the Avon MTUTA to provide TLO with a conditional option to extend the Initial Term of the Avon MTUTA, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.    AMENDMENT

The following definition is added into the Definitions in Section 1 of the Avon MTUTA:

“Renewal Period” has the meaning set forth in Section 4.

Section 4, TERM, of the Avon MTUTA is hereby superseded and replaced by the following Section 4:

4.    TERM

The initial term of this Agreement shall commence on the Commencement Date and shall continue through January 1, 2027 (the “Initial Term”); provided, however, that the Initial Term may be extended as follows:

(a)    TRMC may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, a “Renewal Period”) by providing written notice of its intent to TLO no less than twelve (12) calendar months prior to the end of the Initial Term or the then-current Renewal Period.

(b)    If TRMC has not provided written notice of its intent to extend the Initial Term for the first Renewal Period pursuant to clause (a) above, TLO may, at its option, provide written notice to TRMC no less than ninety (90) days prior to the end of the Initial Term to extend the Initial Term for an additional two (2) years (an “Extension Period”).

(c)    The Initial Term, and any Renewal Period or Extension Period shall be referred to herein as the “Term.”

2.    MISCELLANEOUS

(a)    Other than as set forth above, the Avon MTUTA shall remain in full force and effect as written.

(b)    Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Amendment and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

(c)    This Amendment and the legal relations between the Parties shall be governed by and construed in accordance with Section 28(a) of the Avon MTUTA.

(d)    This Amendment constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

(e)    This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Either Party’s delivery of an executed counterpart signature page by facsimile (or electronic .pdf format transmission) is as effective as executing and delivering this Amendment in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Amendment.

(f)    This Amendment is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Amendment.

(g)    The invalidity or unenforceability of any term or provision of this Amendment in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Amendment that is manifestly unjust.

[Signatures of the Parties follow on the next page.]

2

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 1 to Avon Marine Terminal Use and Throughput Agreement

3

EX-10.3

Exhibit 10.3

AMENDMENT NO. 1 TO MARTINEZ STORAGESERVICES AGREEMENT

This Amendment No. 1 to Martinez Storage Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of November 21, 2016, is made and entered into by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

RECITALS:

WHEREAS, on November 21, 2016, the Parties entered into that certain Martinez Storage Services Agreement (the “Martinez Storage Agreement”) pursuant to which the Parties agreed that TLO would provide to TRMC certain tank storage services as set forth in the Martinez Storage Agreement; and

WHEREAS, the Parties desire to amend the Martinez Storage Agreement to provide TLO with a conditional option to extend the Initial Term of the Martinez Storage Agreement, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.    AMENDMENT

The following definition is added into the Definitions in Section 1:

“Renewal Period” has the meaning set forth in Section 4.

Section 4, TERM, of the Martinez Storage Agreement is hereby superseded and replaced by the following Section 4:

4.    TERM

The initial term of this Agreement shall commence on the Commencement Date and shall continue through November 21, 2026 (the “Initial Term”); provided, however, that the Initial Term may be extended as follows:

(a)    TRMC may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, a “Renewal Period”) by providing written notice of its intent to TLO no less than twenty-four (24) calendar months prior to the end of the Initial Term or the then-current Renewal Period.

(b)    If TRMC has not provided written notice of its intent to extend the Initial Term for the first Renewal Period pursuant to clause (a) above, TLO may, at its option, provide written notice to TRMC no less than ninety (90) days prior to the end of the Initial Term to extend the Initial Term for an additional two (2) years (an “Extension Period”).

(c)    The Initial Term, and any Renewal Period or Extension Period shall be referred to herein as the “Term.” Without limitation on the provisions of Section 22, upon expiration of the Term the Parties shall meet and use good faith efforts to reach agreement (without any obligation on the part of either party to reach such agreement) regarding a new agreement for storage services at the Storage Facility.

2.    MISCELLANEOUS

(a)    Other than as set forth above, the Martinez Storage Agreement shall remain in full force and effect as written.

(b)    Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Amendment and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

(c)    This Amendment and the legal relations between the Parties shall be governed by and construed in accordance with Section 30(a) of the Martinez Storage Agreement.

(d)    This Amendment constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

(e)    This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Either Party’s delivery of an executed counterpart signature page by facsimile (or electronic .pdf format transmission) is as effective as executing and delivering this Amendment in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Amendment.

(f)    This Amendment is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Amendment.

(g)    The invalidity or unenforceability of any term or provision of this Amendment in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Amendment that is manifestly unjust.

[Signatures of the Parties follow on the next page.]

2

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 1 to Martinez Storage Services Agreement

3

EX-10.4

Exhibit 10.4

AMENDMENT NO. 1 TO ALASKA TERMINALLINGSERVICES AGREEMENT

This Amendment No. 1 to Alaska Terminalling Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of September 16, 2016, is made and entered into by and among Tesoro Alaska Company LLC, a Delaware limited liability company (“Customer”), Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and its wholly owned subsidiary, Tesoro Alaska Terminals, LLC, a Delaware limited liability company (“TAT”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

RECITALS:

WHEREAS, on September 16, 2016, the Parties entered into that certain Alaska Terminalling Services Agreement (the “Alaska Terminal Services Agreement”) pursuant to which the Parties agreed that TLO and TAT would provide to Customer certain terminalling services as set forth in the Alaska Terminal Services Agreement; and

WHEREAS, the Parties desire to amend the Alaska Terminal Services Agreement to provide TLO with a conditional option to extend the Initial Term of the Alaska Terminal Services Agreement, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.    AMENDMENT

The following definition is added into the Definitions in Section 1:

“Renewal Period” has the meaning set forth in Section 2.

Section 2, TERM, of the original Alaska Terminal Services Agreement is hereby superseded and replaced by the following Section 2:

2. TERM

The initial term of this Agreement shall commence on September 16, 2016 (the “Commencement Date”) and shall continue through September 16, 2026 (the “Initial Term”); provided, however, that the Initial Term may be extended as follows:

(a)    Customer may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, a “Renewal Period”) by providing written notice of its intent to TLO no less than three hundred sixty-five (365) calendar days prior to the end of the Initial Term or the then-current Renewal Period.

(b)    If Customer has not provided written notice of its intent to extend the Initial Term for the first Renewal Period pursuant to clause (a) above, TLO may, at its option, provide written notice to Customer no less than ninety (90) days prior to the end of the Initial Term to extend the Initial Term for an additional two (2) years (an “Extension Period”).

(c)    The Initial Term, and any Renewal Period or Extension Period shall be referred to herein as the “Term.”

2.    MISCELLANEOUS

(a)    Other than as set forth above, the Alaska Terminal Services Agreement shall remain in full force and effect as written.

(b)    Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Amendment and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

(c)    This Amendment and the legal relations between the Parties shall be governed by and construed in accordance with Section 37(b) of the Alaska Terminal Services Agreement.

(d)    This Amendment constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

(e)    This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Either Party’s delivery of an executed counterpart signature page by facsimile (or electronic .pdf format transmission) is as effective as executing and delivering this Amendment in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Amendment.

(f)    This Amendment is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Amendment.

(g)    The invalidity or unenforceability of any term or provision of this Amendment in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Amendment that is manifestly unjust.

[Signatures of the Parties follow on the next page.]

2

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the date first written above.

TESORO LOGISTICS OPERATIONS LLC and TESORO ALASKA TERMINALS, 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

Signature Page to Amendment No. 1 to Alaska Terminalling Services Agreement

3

EX-10.5

Exhibit 10.5

AMENDMENT NO. 1 TO
CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENT

This AMENDMENT NO. 1 TO CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENT (this “Amendment” and the agreement dated October 15, 2014, as so amended, the “Agreement”) by and among Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”), on the one hand, and (ii) Western Refining Company, L.P., a Delaware limited partnership and Western Refining Southwest, Inc., an Arizona corporation, on the other hand (collectively “Shipper”) is entered into by Carrier and Shipper as of November 19, 2015. In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as set forth below. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

ARTICLE 1
AMENDMENTS

1.1Amendments to Schedule 4. The Chart of Rates, set forth on Exhibit A hereto, is added to the end of Schedule 4 of the Agreement to add alternative rates for volumes of crude oil picked up from certain specified locations.

ARTICLE 2
MISCELLANEOUS

2.1Ratification 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.

2.2Entire 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.

2.3Counterparts. 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.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.

1

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

2

EX-10.6

Exhibit 10.6

AMENDMENT NO. 2 TO

CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENT

This AMENDMENT NO. 2 TO CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and among (a) Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and Western Refining Southwest, Inc., an Arizona corporation (“WRSW”, and together with WRCLP, “Shipper”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”). Shipper and Carrier are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Crude Oil Trucking Transportation Services Agreement, dated as of October 15, 2014 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

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:

(q)    Service Orders. Carrier and Shipper may enter into one or more service orders related to the provision of services under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by Shipper or as deemed necessary or appropriate by Carrier in connection with the services to be provided pursuant hereto, Carrier shall generate a Service Order to set forth specific terms and conditions for providing the applicable services described therein. No Service Order shall be effective until fully executed by both Shipper and Carrier. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

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(i)    Minimum Volume Commitment pursuant to Section 1(a);

(ii)    Excess Volumes pursuant to Section 1(b);

(iii) Base Rates pursuant to Section 4(a);

(iv) the Trucking Rate pursuant to Section 4(b);

(iii)    any reimbursements pursuant to Section 4(c);

(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

(v)    permitted subcontractors pursuant to Section 16(b).

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.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 2 to

Crude Oil Trucking Transportation Services Agreement

Exhibit 1

FORM OF SERVICE ORDER

(CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENT)

This Service Order is entered as of______ ___, 20__, by and among (a) Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and Western Refining Southwest, Inc., an Arizona corporation (“WRSW”, and together with WRCLP, “Shipper”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”), pursuant to and in accordance with the terms of the Crude Oil Trucking Transportation Services Agreement, dated effective as of October 15, 2014 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 15(q) of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

Except as set forth in this Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Service Order.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.

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: _______________________________________

Signature Page to Service Order Under

Crude Oil Trucking Transportation Services Agreement

EX-10.7

Exhibit 10.7

Execution Version

FIRST AMENDMENT TO PRODUCT SUPPLY AGREEMENT

This FIRST AMENDMENT TO PRODUCT SUPPLY AGREEMENT (this “Amendment”) is dated as of the 22^nd day of December, 2014, to be effective as of October 15, 2014, by and among (a) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Buyer”). WRSW and WRCLP are individually and collectively referred to as “Seller” and shall be jointly and severally liable for the obligations of Seller contained herein and, except as otherwise expressly contemplated in this Amendment, shall be treated for all purposes contained in this Amendment as a single Party. Seller and Buyer are individually referred to herein as “Party” and collectively as the “Parties”.

Recitals:

WHEREAS, Buyer and Seller entered into that certain Product Supply Agreement, dated as of October 15, 2014 (the “Supply Agreement”); and

WHEREAS, Buyer and Seller desire to amend the Supply Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

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.

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(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.

[Remainder of page intentionally left blank; Signature page follows.]

2

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

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

[Signature page to First Amendment to Product Supply Agreement]

EX-10.8

Exhibit 10.8

SECOND AMENDMENT TO PRODUCT SUPPLY AGREEMENT

This SECOND AMENDMENT TO PRODUCT SUPPLY AGREEMENT (this “Amendment”) is dated to be effective as of the 1st day of January, 2016, by and among (a) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Buyer”). WRSW and WRCLP are individually and collectively referred to as “Seller” and shall be jointly and severally liable for the obligations of Seller contained herein and, except as otherwise expressly contemplated in this Amendment, shall be treated for all purposes contained in this Amendment as a single Party. Seller and Buyer are individually referred to herein as “Party” and collectively as the “Parties”.

Recitals:

WHEREAS, Buyer and Seller entered into that certain Product Supply Agreement, dated as of October 15, 2014, as amended by that certain First Amendment Product Supply Agreement, dated to be effective as of October 15, 2014 (as amended, the “Supply Agreement”); and

WHEREAS, Buyer and Seller desire to amend the Supply Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

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.

[Remainder of page intentionally left blank; Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

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

[Signature page to Second Amendment to Product Supply Agreement]

EX-10.9

Exhibit 10.9

THIRD AMENDMENT TO PRODUCT SUPPLY AGREEMENT

This THIRD AMENDMENT TO PRODUCT SUPPLY AGREEMENT (this “Amendment”) is dated to be effective as of the 1^st day of July, 2016, by and among (a) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Buyer”). WRSW and WRCLP are individually and collectively referred to as “Seller” and shall be jointly and severally liable for the obligations of Seller contained herein and, except as otherwise expressly contemplated in this Amendment, shall be treated for all purposes contained in this Amendment as a single Party. Seller and Buyer are individually referred to herein as “Party” and collectively as the “Parties”.

Recitals:

WHEREAS, Buyer and Seller entered into that certain Product Supply Agreement, dated as of October 15, 2014, as amended by that certain First Amendment Product Supply Agreement, dated to be effective as of October 15, 2014, and the Second Amendment to Product Supply Agreement, dated to be effective as of January 1, 2016 (as amended, the “Supply Agreement”); and

WHEREAS, Buyer and Seller desire to amend the Supply Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

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.

[Remainder of page intentionally left blank; Signature page follows.]

1

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

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

[Signature page to Third Amendment to Product Supply Agreement]

EX-10.10

Exhibit 10.10

FOURTH AMENDMENT TO PRODUCT SUPPLY AGREEMENT

This FOURTH AMENDMENT TO PRODUCT SUPPLY AGREEMENT (this “Amendment”) is dated to be effective as of the 10th day of January, 2017, by and among (a) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Buyer”). WRSW and WRCLP are individually and collectively referred to as “Seller” and shall be jointly and severally liable for the obligations of Seller contained herein and, except as otherwise expressly contemplated in this Amendment, shall be treated for all purposes contained in this Amendment as a single Party. Seller and Buyer are individually referred to herein as “Party” and collectively as the “Parties”.

Recitals:

WHEREAS, Buyer and Seller entered into that certain Product Supply Agreement, dated as of October 15, 2014, as amended by that certain First Amendment Product Supply Agreement, dated to be effective as of October 15, 2014, and the Second Amendment to Product Supply Agreement, dated to be effective as of January 1, 2016, and the Third Amendment to Product Supply Agreement dated to be effective as of July 1, 2016 (as amended, the “Supply Agreement”); and

WHEREAS, Buyer and Seller desire to amend the Supply Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

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.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

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

EX-10.11

Exhibit 10.11

AMENDMENT NO. 5 TO

PRODUCT SUPPLY AGREEMENT

This AMENDMENT NO. 5 TO PRODUCT SUPPLY AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and among (a) Western Refining Wholesale, LLC, a Delaware limited liability company (“Buyer”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, and together with WRSW, “Seller”). Seller and Buyer are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Product Supply Agreement, dated as of October 15, 2014 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

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:

7.15    Service Orders. Buyer and Seller may enter into one or more service orders related to the purchase and sale of refined petroleum and other transportation fuel products under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by Seller or as deemed necessary or appropriate by Buyer in connection with the purchase and sale of refined petroleum and other transportation fuel products pursuant hereto, Buyer shall generate a Service Order to set forth specific terms and conditions for the purchase and sale of refined petroleum and other transportation fuel products described therein. No Service Order shall be effective until fully executed by both Seller and Buyer. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

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(i)    Stipulated Product Commitment pursuant to Section 2.1;

(ii)    Product Prices pursuant to Section 3.1; and

(iii)    Product Sales Terms pursuant to Section 3.2.

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.

[SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 5 to

Product Supply Agreement

Exhibit 1

FORM OF SERVICE ORDER

(PRODUCT SUPPLY AGREEMENT)

This Service Order is entered as of______ ___, 20__, by and among (a) Western Refining Wholesale, LLC, a Delaware limited liability company (“Buyer”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, and together with WRSW, (“Seller”), pursuant to and in accordance with the terms of the Product Supply Agreement, dated effective as of October 15, 2014 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 7.15 of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

Except as set forth in this Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Service Order.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.

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: _______________________________________

Signature Page to Service Order Under

Product Supply Agreement

EX-10.12

Exhibit 10.12

AMENDMENT NO. 1 TO
TERMINALLING, TRANSPORTATION AND
STORAGE SERVICES AGREEMENT

This AMENDMENT NO. 1 to the TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT (this “Amendment” and the agreement dated as of October 16, 2013, as so amended, the “Agreement”), by and among Western Refining Company, L.P., a Delaware limited partnership, and Western Refining Southwest, Inc., an Arizona Corporation (collectively, “WNR”), on the one hand, and Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), on the other hand, is entered into by WNR and WRT as of November 19, 2015. In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as set forth below. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

ARTICLE 1

AMENDMENTS

1.1Amendments to Schedules. Each of Schedule 4.1, Schedule 4.2, Schedule 5.1, Schedule 5.2 and Schedule 30.3 are hereby amended and restated as set forth on Exhibit A hereto.

ARTICLE 2

MISCELLANEOUS

2.1Ratification 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.

2.2Entire 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.

2.3Counterparts. 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.

1

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.

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

Signature Page to Amendment No. 1 to
Terminalling, Transportation and Storage Services Agreement

EX-10.13

Exhibit 10.13

AMENDMENT NO. 2 TO
TERMINALLING, TRANSPORTATION AND
STORAGE SERVICES AGREEMENT

This AMENDMENT NO. 2 to the TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT (this “Amendment” and the agreement dated as of October 16, 2013, as so amended, the “Agreement”), by and among Western Refining Company, L.P., a Delaware limited partnership, and Western Refining Southwest, Inc., an Arizona Corporation (collectively, “WNR”), on the one hand, and Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), on the other hand, is entered into by WNR and WRT as of July 1, 2016. In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as set forth below. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

ARTICLE 1
AMENDMENTS

1.1Amendment to Article 4. Article 4 of the Agreement is hereby amended to add a new Section 4.6 that shall provide as follows:

4.6    Pipeline Transportation. WRT shall provide to WNR pipeline transportation of up to 432,000 gallons per day of bio diesel at WRT’s El Paso, Texas terminal via WRT’s newly constructed pipeline with an origin of the rail unloading facilities at the El Paso, Texas terminal and a destination of a bio diesel tank in the same terminal facility (the “BioDiesel Transportation Services”). WNR shall pay WRT a monthly fee in the amount of $10,000 for the BioDiesel Transportation Services which shall be subject to Section 7.2 of the Agreement.

ARTICLE 2
MISCELLANEOUS

2.1Ratification 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.

2.2Entire 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.

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2.3Counterparts. 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.

[SIGNATURE PAGES FOLLOW]

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Exhibit 10.13

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.

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

Signature Page to Amendment No. 2 to
Terminalling, Transportation and Storage Services Agreement

EX-10.14

Exhibit 10.14

AMENDMENT NO. 3 TO

TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT

This AMENDMENT NO. 3 TO TERMINALLING, TRANSPORTATION and STORAGE SERVICES AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and among (a) Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, and together with WRSW, “WNR”). WRT and WNR are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Terminalling, Transportation and Storage Services Agreement, dated as of October 16, 2013 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

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:

36.9    Service Orders. WRT and WNR may enter into one or more service orders related to the terminalling, transportation and storage of Product and asphalt under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by WNR or as deemed necessary or appropriate by WRT in connection with the terminalling, transportation and storage of Product and asphalt pursuant hereto, WRT shall generate a Service Order to set forth specific terms and conditions for terminalling, transportation and storage of Product and asphalt described therein. No Service Order shall be effective until fully executed by both WRT and WNR. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

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(i)    Minimum Commitments pursuant to Section 4.1 and Section 5.2;

(ii)    Minimum Product Storage Reservation Fee pursuant to Section 4.2

(iii)    Minimum Product Throughput Fee pursuant to Section 4.3;

(iv)    Minimum Product Additive and Blending Fee pursuant to Section 4.4;

(v)    Additional services related to Products pursuant to Section 4.5;

(vi)    Minimum Asphalt Storage Reservation Fee pursuant to Section 5.2;

(vii)    Minimum Asphalt Throughput Fee pursuant to Section 5.3;

(viii)    Minimum Asphalt Processing and Blending Fee pursuant to Section 5.4;

(ix)    Additional Services related to asphalt pursuant to Section 5.5;

(x)    Surcharges pursuant to Section 7.1; and

(xi)    Fee adjustments pursuant to Section 7.2.

(b) Delete Section 10.2 in its entirety and replace it with the following:

10.2    (a)    Materials stored in or removed from the Terminal shall at all times remain owned by WNR, and WNR shall always remain responsible for, at the WNR’s sole cost, receiving custody of all of its materials to be removed from the Terminal, making appropriate arrangements to receive custody at the Terminal in a manner acceptable to WRT, and disposal of such material after custody is returned to WNR. WNR shall be responsible for any fees and costs associated with the disposal of hazardous waste (unless caused by WRT’s negligence). WRT shall have no obligations regarding disposition of such materials, other than to return custody to WNR at the Terminal.

(b)    If cleaning of any tanks is performed by WRT at the specific request of WNR, WNR shall reimburse WRT for all costs to clean, degas or otherwise prepare the tank(s).

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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.

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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 3 to

Terminalling, Transportation and Storage Services Agreement

Exhibit 1

FORM OF SERVICE ORDER

(TERMINALLING TRANSPORTATION AND STORAGE SERVICES AGREEMENT)

This Service Order is entered as of______ ___, 20__, by and among (a) Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, together with WRSW, “WNR”), pursuant to and in accordance with the terms of the Terminalling, Transportation and Storage Services Agreement, dated effective as of October 16, 2013 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 36.9 of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

Except as set forth in this Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Service Order.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.

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: _______________________________________

Signature Page to Service Order Under

Terminalling, Transportation and Storage Services Agreement

EX-10.15

Exhibit 10.15

AMENDMENT NO. 1 TO

TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT

This AMENDMENT NO. 1 TO TERMINALLING, TRANSPORTATION and STORAGE SERVICES AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and between (a) Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), and (b) St. Paul Park Refining Co. LLC, a Delaware limited partnership (“SPPR”). WRT and SPPR are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Terminalling, Transportation and Storage Services Agreement, dated as of September 15, 2016 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

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:

35.12     Service Orders. WRT and SPPR may enter into one or more service orders related to the terminalling, transportation and storage of Product under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by SPPR or as deemed necessary or appropriate by WRT in connection with the terminalling, transportation and storage of Product pursuant hereto, WRT shall generate a Service Order to set forth specific terms and conditions for the terminalling, transportation and storage of Product described therein. No Service Order shall be effective until fully executed by both WRT and SPPR. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

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(i)    Minimum Commitments pursuant to Section 4.1;

(ii)    Minimum Product Storage Reservation Fee pursuant to Section 4.2

(iii)    Minimum Product Throughput Fee pursuant to Section 4.3;

(iv)    Minimum Product Additive and Blending Fee pursuant to Section 4.4;

(v)    Additional services related to Products pursuant to Section 4.5;

(vi)    Surcharges pursuant to Section 6.1; and

(vii)    Fee adjustments pursuant to Section 6.2.

(b) Delete Section 9.3 in its entirety and replace it with the following:

9.3    (a)    Materials stored in or removed from a Terminal Facility shall at all times remain owned by SPPR, and SPPR shall always remain responsible for, at SPPR’s sole cost, receiving custody of all of its materials to be removed from a Terminal Facility, making appropriate arrangements to receive custody at Terminal Facility in a manner acceptable to WRT, and disposal of such material after custody is returned to SPPR. SPPR shall be responsible for any fees and costs associated with the disposal of hazardous waste (unless caused by WRT’s negligence). WRT shall have no obligations regarding disposition of such materials, other than to return custody to SPPR at the Terminal Facility.

(b)    If cleaning of any tanks is performed by WRT at the specific request of SPPR, SPPR shall reimburse WRT for all costs to clean, degas or otherwise prepare the tank(s).

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.

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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 1 to

Terminalling, Transportation and Storage Services Agreement

Exhibit 1

FORM OF SERVICE ORDER

(TERMINALLING, TRANSPORTATION AND STOAGE SERVICES AGREEMENT)

This Service Order is entered as of______ ___, 20__, by and between (a) Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), and (b) St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPPR”), pursuant to and in accordance with the terms of the Terminalling, Transportation and Storage Services Agreement, dated effective as of September 15, 2016 (as may have been previously amended, the “Agreement”), by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 35.12 of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

Except as set forth in this Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Service Order.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.

WESTERN REFINING TERMINALS, LLC

By: _________________________________________

Name: ______________________________________

Title: _______________________________________

ST. PAUL PARK REFINING CO. LLC

By: _________________________________________

Name: ______________________________________

Title: _______________________________________

Signature Page to Service Order Under

Terminalling, Transportation and Storage Services Agreement

EX-10.16

Exhibit 10.16

AMENDMENT NO. 2 TO
PIPELINE AND GATHERING SERVICES AGREEMENT

This AMENDMENT NO. 2 to the PIPELINE AND GATHERING SERVICES AGREEMENT (this “Amendment” and the agreement as so amended, the “Agreement”), dated as of October 16, 2013, by and among Western Refining Company, L.P., a Delaware limited partnership, and Western Refining Southwest, Inc., an Arizona corporation (collectively, “WNR”), on the one hand, and Western Refining Pipeline, LLC, a Delaware limited liability company (“WRPG”), on the other hand, is entered into by WNR and WRPG as of October 1, 2015. In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as set forth below. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

ARTICLE 1

AMENDMENTS

1.1Amendments to Schedules.

(a)Each of Schedule 1.1, Schedule 4.5 and Schedule 22.3 are hereby amended and restated as set forth on Exhibit A hereto.

ARTICLE 2

MISCELLANEOUS

2.1Ratification 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.

2.2Entire 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.

2.3Counterparts. 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.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.

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 PIPELINE, LLC
By:	/s/ JEFF A. STEVENS
Name:	Jeff A. Stevens
Title:	President and Chief Executive Officer

Signature Page -Amendment No. 2 to Pipeline Agreement

EX-10.17

Exhibit 10.17

AMENDMENT NO. 3 TO
PIPELINE AND GATHERING SERVICES AGREEMENT

This AMENDMENT NO. 3 to the PIPELINE AND GATHERING SERVICES AGREEMENT (this “Amendment” and the agreement as so amended, the “Agreement”), dated as of October 16, 2013, by and among Western Refining Company, L.P., a Delaware limited partnership, and Western Refining Southwest, Inc., an Arizona corporation (collectively, “WNR”), on the one hand, and Western Refining Pipeline, LLC, a Delaware limited liability company (“WRPG”), on the other hand, is entered into by WNR and WRPG as of June 1, 2016. In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as set forth below. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

ARTICLE 1

AMENDMENTS

1.1Amendments to Schedules.

(a)Each of Schedule 1.1, Schedule 4.5 and Schedule 22.3 are hereby amended and restated as set forth on Exhibit A hereto.

ARTICLE 2
MISCELLANEOUS

2.1Ratification 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.

2.2Entire 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.

2.3Counterparts. 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.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.

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 PIPELINE, LLC
By:	/s/ JEFF A. STEVENS
Name:	Jeff A. Stevens
Title:	President and Chief Executive Officer
Date:	7/25/16

Signature Page - Amendment No. 3 to Pipeline Agreement

EX-10.18

Exhibit 10.18

AMENDMENT NO. 4 TO

PIPELINE AND GATHERING SERVICES AGREEMENT

This AMENDMENT NO. 4 TO PIPELINE AND GATHERING SERVICES AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and between (a) Western Refining Pipeline, LLC, a Delaware limited liability company (“WRPG”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, together with WRSW, “WNR”). WRPG and WNR are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Pipeline and Gathering Services Agreement, dated as of October 16, 2013 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

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:

28.10    Service Orders. WRPG and WNR may enter into one or more service orders related to the gathering and pipeline transportation of crude oil under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by WNR or as deemed necessary or appropriate by WRPG in connection with the gathering and transportation of crude oil pursuant hereto, WRPG shall generate a Service Order to set forth specific terms and conditions for the gathering and pipeline transportation of crude oil described therein. No Service Order shall be effective until fully executed by both WRPG and WNR. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

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(i)    Minimum Commitments

(ii)    Minimum Mainline Movement Fee pursuant to Section 4.2

(iii)    Minimum Truck Offloading Fee pursuant to Section 4.3;

(iv)    Minimum Gathering and Injection Fee pursuant to Section 4.4;

(v)    Minimum Storage Reservation Fee pursuant to Section 4.5;

(vi)    Additional services pursuant to Section 4.6 and the rate to be charged therefor pursuant to Section 6.3;

(vii)    Surcharges pursuant to Section 6.1; and

(viii)    Mainline Movement Fee adjustments pursuant to Section 6.2.

(b) insert a new Section 4.7 which shall provide as follows:

4.7    Materials stored in or removed from the Pipeline and Gathering System shall at all times remain owned by WNR, and WNR shall always remain responsible for, at WNR’s sole cost, receiving custody of all of its materials to be removed from the Pipeline and Gathering System, making appropriate arrangements to receive custody in a manner acceptable to WRPG, and disposal of such material after custody is returned to WNR. WNR shall be responsible for any fees and costs associated with the disposal of hazardous waste (unless caused by WRPG’s negligence). WRPG shall have no obligations regarding disposition of such materials, other than to return custody to WNR.

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

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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.

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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 4 to

Pipeline and Gathering Services Agreement

Exhibit 1

FORM OF SERVICE ORDER

(PIPELINE AND GATHERING SERVICES AGREEMENT)

This Service Order is entered as of______ ___, 20__, by and between (a) Western Refining Pipeline, LLC, a Delaware limited liability company (“WRPG”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, together with WRSW, “WNR”), pursuant to and in accordance with the terms of the Pipeline and Gathering Services Agreement, dated effective as of October 16, 2013 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 28.10 of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

Except as set forth in this Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Service Order.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.

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: _______________________________________

Signature Page to Service Order Under

Pipeline and Gathering Services Agreement

EX-10.19

Exhibit 10.19

AMENDMENT NO. 1 TO

ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENT

This AMENDMENT NO. 1 TO ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and among (a) Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and Western Refining Southwest, Inc., an Arizona corporation (“WRSW”, and together with WRCLP, “Shipper”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”). Shipper, WRSW and Carrier are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Asphalt Trucking Transportation Services Agreement, dated effective as of January 1, 2016 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

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:

(q)    Service Orders. Carrier and Shipper may enter into one or more service orders related to the provision of services under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by Shipper or as deemed necessary or appropriate by Carrier in connection with the services to be provided pursuant hereto, Carrier shall generate a Service Order to set forth specific terms and conditions for providing the applicable services described therein. No Service Order shall be effective until fully executed by both WNR and Carrier. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

1

(i)    the Base Rate pursuant to Section 4(a);

(ii) any fuel adjustments or surcharges pursuant to Section 4(b);

(iii)    any reimbursements pursuant to Section 4(c);

(iv) any other services to be provided by Carrier and the fee to be paid by Shipper therefore pursuant to Section 4(d); and

(v)    permitted subcontractors pursuant to Section 15(b).

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.

[SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 1 to

Asphalt Trucking Transportation Services Agreement

Exhibit 1

FORM OF SERVICE ORDER

(ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENT)

This Service Order is entered as of______ ___, 20__, by and among (a) Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”), and Western Refining Southwest, Inc., an Arizona corporation (“WRSW”, and together with WRCLP, “Shipper”), and (b) Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”), pursuant to and in accordance with the terms of the Asphalt Trucking Transportation Services Agreement, dated effective as of January 1, 2016 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 15(q) of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

Except as set forth in this Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Service Order.

[Signature Page Follows]

1

IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.

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: _______________________________________

Signature Page to Service Order Under

Asphalt Trucking Transportation Services Agreement

EX-10.20

Exhibit 10.20

AMENDMENT NO. 1 TO

FUEL DISTRIBUTION AND SUPPLY AGREEMENT

This AMENDMENT NO. 1 TO FUEL DISTRIBUTION AND SUPPLY AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and between (a) Western Refining Wholesale, LLC, a Delaware limited liability company (“Seller”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”, and collectively with all of its divisions, subsidiaries or affiliates, other than Andeavor Logistics LP and its subsidiaries, “Purchaser”). Seller and Purchaser are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Fuel Distribution and Supply Agreement, dated as of October 15, 2014 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT:

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:

14(n)    Service Orders. Purchaser and Seller may enter into one or more service orders related to the purchase and sale of branded and unbranded motor fuels under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by Purchaser or as deemed necessary or appropriate by Seller in connection with the purchase and sale of branded and unbranded motor fuels pursuant hereto, Seller shall generate a Service Order to set forth specific terms and conditions for the purchase and sale of branded and unbranded motor fuels described therein. No Service Order shall be effective until fully executed by both Seller and Purchaser. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

1

(i)    Committed Volumes pursuant to Section 2(a), including any increase thereof and the price to be paid therefore pursuant to Section 4;

(ii)    WNR Sites pursuant to Section 2(a); and

(iii)    the Commodity Schedule pursuant to Section 2(b) including the price set forth in Section 7 thereof.

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.

[SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

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

Signature Page to Amendment No. 1 to

Fuel Distribution and Supply Agreement

Exhibit 1

FORM OF SERVICE ORDER

(FUEL DISTRIBUTION AND SUPPLY AGREEMENT)

This Service Order is entered as of______ ___, 20__, by and between a) Western Refining Wholesale, LLC, a Delaware limited liability company (“Seller”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”, and collectively with all of its divisions, subsidiaries or affiliates, other than Andeavor Logistics LP and its subsidiaries, “Purchaser”), pursuant to and in accordance with the terms of the Fuel Distribution and Supply Agreement, dated effective as of October 15, 2014 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 14(n) of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

Except as set forth in this Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Service Order.

[Signature Page Follows]

1

IN WITNESS WHEREOF, the parties hereto have duly executed this Service Order as of the date first written above.

WESTERN REFINING SOUTHWEST, INC.

By: _________________________________________

Name: ______________________________________

Title: _______________________________________

WESTERN REFINING WHOLESALE, LLC

By: _________________________________________

Name: ______________________________________

Title: _______________________________________

Signature Page to Service Order Under

Fuel Distribution and Supply Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gregory J. Goff, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:	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)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Steven M. Sterin, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:	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)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Andeavor Logistics LP (the "Partnership") on Form 10-Q for the period ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory J. Goff, Chief Executive Officer of Tesoro Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ GREGORY J. GOFF

Gregory J. Goff

Chief Executive Officer of Tesoro Logistics GP, LLC

(the general partner of Andeavor Logistics LP)

August 7, 2018

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

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Andeavor Logistics LP (the "Partnership") on Form 10-Q for the period ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven M. Sterin, Chief Financial Officer of Tesoro Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ STEVEN M. STERIN

Steven M. Sterin

Chief Financial Officer of Tesoro Logistics GP, LLC

(the general partner of Andeavor Logistics LP)

August 7, 2018

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

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 02, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	ANDEAVOR LOGISTICS LP
Entity Central Index Key	0001507615
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Limited Partners' Capital Account, Units Issued		217,189,001

XML

Condensed Statements of Consolidated Operations (unaudited) Statement - USD ($) shares in Millions, $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017		Jun. 30, 2018	Jun. 30, 2017
Revenues: (b)
Revenue, Net		$ 557	$ 607	[1]	$ 1,092	$ 1,027	[1]
Costs and Expenses:
Cost of fuel and other (excluding items shown separately below) (b)		0	162		0	162
NGL expense (excluding items shown separately below)		45	56		93	115
Operating expenses (excluding depreciation and amortization)		201	152		391	278
Depreciation and amortization expenses		83	66	[1]	163	124	[1]
General and administrative expenses		25	28		52	55
(Gain) loss on asset disposals and impairments		(1)	26		(1)	26
Operating Income		202	169	[1]	392	319	[1]
Interest and financing costs, net		(58)	(63)	[1]	(112)	(125)	[1]
Equity in earnings of equity method investments		3	3	[1]	5	5	[1]
Other income, net		1	2	[1]	2	4	[1]
Net Earnings		148	111	[1]	287	203	[1]
Earnings attributable to Predecessors		0	(1)		0	(1)
Net Earnings Attributable to Partners		148	110		287	202
Preferred unitholders’ interest in net earnings		(10)	0		(24)	0
General partner’s interest in net earnings, including incentive distribution rights		0	(40)		0	(77)
Limited Partners’ Interest in Net Earnings		$ 138	$ 70		$ 263	$ 125
Net earnings per limited partner unit
Common - basic	[2]	$ 0.63	$ 0.63		$ 1.23	$ 1.15
Common - diluted	[2]	$ 0.63	$ 0.63		$ 1.23	$ 1.15
Weighted average limited partner units outstanding
Common units - basic		217.2	108.0		217.2	106.4
Common units - diluted	[3]	217.3	108.1		217.3	106.5
Cash distributions paid per unit		$ 1.015	$ 0.940		$ 2.015	$ 1.850
Affiliated Entity
Revenues: (b)
Revenue, Net		$ 381	$ 271		$ 699	$ 474
Third Party
Revenues: (b)
Revenue, Net		$ 176	$ 336		$ 393	$ 553

[1] Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.

[2] Amounts may not recalculate due to rounding of dollar and unit information.

[3] 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.

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 44	$ 75
Receivables, net of allowance for doubtful accounts
Trade and other	200	219
Affiliate	191	184
Prepayments and other current assets	55	27
Total Current Assets	490	505
Property, Plant and Equipment, Net
Property, plant and equipment, at cost	6,638	6,295
Accumulated depreciation	(1,013)	(882)
Property, Plant and Equipment, Net	5,625	5,413
Acquired Intangibles, Net	1,128	1,153
Goodwill	712	692
Equity Method Investments	308	320
Other Noncurrent Assets, Net	96	86
Total Assets	8,359	8,169
Accounts payable
Trade and other	163	160
Affiliate	265	199
Accrued interest and financing costs	40	40
Other current liabilities	65	75
Total Current Liabilities	533	474
Debt, Net of Unamortized Issuance Costs	4,372	4,127
Other Noncurrent Liabilities	71	54
Total Liabilities	4,976	4,655
Commitments and Contingencies
Equity
Preferred unitholders; 600,000 units issued and outstanding in 2018 and 2017	604	589
Common unitholders; 217,189,001 units issued and outstanding (217,097,057 in 2017)	2,779	2,925
Total Equity	3,383	3,514
Total Liabilities and Equity	$ 8,359	$ 8,169

XML

Condensed Consolidated Balance Sheets (Unaudited), (Parenthetical) - shares	Jun. 30, 2018	Dec. 31, 2017
Equity
Common units issued (units)	217,189,001	217,097,057
Preferred Units, Outstanding	600,000	600,000

XML

Condensed Statements of Consolidated Cash Flows (unaudited) Condensed Statements of Consolidated Cash Flows (unaudited) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows From (Used In) Operating Activities
Net earnings	$ 287	$ 203	[1]
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation and amortization expenses	163	124	[1]
(Gain) loss on asset disposals and impairments	(1)	26
Other operating activities	16	20
Changes in current assets and liabilities	6	1
Changes in noncurrent assets and liabilities	12	4
Net cash from operating activities	461	318
Cash Flows From (Used In) Investing Activities
Capital expenditures	(146)	(90)
Acquisitions, net of cash	(180)	(651)
Proceeds from sales of assets	0	42
Net cash used in investing activities	(326)	(699)
Cash Flows From (Used In) Financing Activities
Borrowings under revolving credit agreements	520	189
Repayments under revolving credit agreements	(278)	(469)
Proceeds from issuance of common units, net of issuance costs	0	281
Proceeds from issuance of general partner units, net of issuance costs	0	6
Quarterly distributions to common unitholders	411	195
Quarterly distributions to general partner	0	(85)
Distributions to preferred unitholders	(8)	0
Distributions in connection with acquisitions	0	5
Capital contributions by affiliate	14	19
Other financing activities	(3)	(3)
Net cash used in financing activities	(166)	(262)
Decrease in Cash and Cash Equivalents	(31)	(643)
Cash and Cash Equivalents, Beginning of Period	75	688
Cash and Cash Equivalents, End of Period	$ 44	$ 45

[1] Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.

XML

Organization and Basis of Presentation (Notes)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Organization

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

Principles of Consolidation and Basis of Presentation

Principles of Consolidation

Acquired assets from Andeavor, and the associated liabilities and results of operations, are collectively referred to as the “Predecessors.” See Note 1 of our Annual Report on Form 10-K for the year ended December 31, 2017 and Note 2 for additional information regarding the acquired assets from Andeavor.

As an entity under common control with Andeavor, we record the assets that we acquire from Andeavor on our condensed consolidated balance sheet at Andeavor’s historical basis instead of fair value. Transfers of businesses between entities under common control are accounted for as if the transfer occurred at the beginning of the period, and prior periods are retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes of Andeavor Logistics have been retrospectively adjusted to include the historical results of the assets acquired prior to the effective date of the acquisition.

We acquired certain logistics assets located in Anacortes, Washington (the “Anacortes Logistics Assets”) in 2017. While this acquisition is a common control transaction, prior periods have not been recast as these assets do not constitute a business in accordance with Accounting Standards Update (“ASU”) 2017-01, “Clarifying the Definition of a Business”.

The interim condensed consolidated financial statements and notes thereto have been prepared by management without audit according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed.

Basis of Presentation

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). However, certain information and notes normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. Management believes that the disclosures presented herein are adequate to present the information fairly. The accompanying interim condensed consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017. Certain prior year balances have been aggregated or disaggregated in order to conform to the current year presentation, including the adoption of recent accounting standards discussed further below.

We are required under U.S. GAAP to make estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented. We review our estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates. The results of operations of the Partnership for any interim period are not necessarily indicative of results for the full year.

Cost Classifications

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

During the three and six months ended June 30, 2017, cost of fuel and other included the purchase cost of refined products sold within our Wholesale segment, the cost of inbound transportation and distribution costs incurred to transport product to our customers. Due to the adoption of ASU 2014-09, “Revenue from Contracts with Customers” and the associated subsequent amendments (collectively, “ASC 606”) on January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted, as further described in Note 7.

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

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

Financial Instruments

The fair value of our senior notes is based on prices from recent trade activity and is categorized in level 2 of the fair value hierarchy. The borrowings under our amended revolving credit facility (the “Revolving Credit Facility”) and our dropdown credit facility (“Dropdown Credit Facility”), which include a variable interest rate, approximate fair value. The carrying value and fair value of our debt were $4.4 billion and $4.5 billion as of June 30, 2018, respectively, and were $4.2 billion and $4.3 billion at December 31, 2017, respectively. These carrying and fair values of our debt do not consider the unamortized issuance costs, which are netted against our total debt.

We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments and the expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk.

New Accounting Standards and Disclosures

Revenue Recognition

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

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

For the three and six months ended June 30, 2018, we recorded lower revenues of $696 million and $1.3 billion, respectively, and lower costs and expenses of $696 million and $1.3 billion, respectively, for presentation impacts of applying ASC 606. These impacts were primarily associated with the netting of revenues and costs associated with our fuel purchase and supply arrangements with Andeavor, as further described in Note 7. We recorded an additional $1 million and $3 million in revenues associated with minimum volume commitments during the three and six months ended June 30, 2018, respectively, as a result of applying the new standard. There were no material impacts during the period to the condensed consolidated balance sheets or condensed statement of consolidated cash flows, as a result of the adoption.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either a financing lease or operating lease with classification affecting the pattern of expense recognition in the condensed statements of consolidated operations and presentation of cash flows in the condensed statements of consolidated cash flows. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in July 2018, the FASB issued ASU 2018-11, which permits entities with another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, we would recognize a cumulative effect adjustment to the opening balance of partners’ equity in the period of adoption. We expect to elect the optional transition method and will not early adopt the standard.

We are progressing through our implementation plan which includes the following activities; designing and implementing a new lease accounting system, designing new business processes and related internal controls, extracting the required accounting and reporting data from our lease agreements as well as the assessment and documentation of the accounting impacts related to the new standard. In addition, we continue to work with the industry group on certain areas and assess the impacts as consensus is formed. While we are still working through our implementation plan, we do expect that the recognition of right-of-use assets and lease liabilities, which are not currently reflected on our condensed consolidated balance sheets, will have a material impact on total assets and liabilities. However, we do not expect the adoption of the standard to have a material impact on our condensed statements of consolidated operations or liquidity. At this time, we are unable to estimate the full impact of the standard until we progress further through our plan and the industry reaches a consensus on certain industry specific issues.

Credit Losses

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

Restricted Cash

In November 2016, the FASB issued ASU 2016-18, "Restricted Cash" (“ASU 2016-18”), which clarifies how restricted cash and restricted cash equivalents are presented in the statements of cash flows. The ASU requires that changes in restricted cash that result from transfers between cash, cash equivalents and restricted cash should not be presented as cash flow activities in the statements of cash flows. ASU 2016-18 was effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. We adopted ASU 2016-08 as of January 1, 2018 on a retrospective basis. Adoption of this standard resulted in an increase in cash and cash equivalents as of June 30, 2017 of $14 million. See Note 2 for further information regarding restricted cash.

Pension and Postretirement Costs

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which requires the current service-cost component of net benefit costs to be presented similarly with other current compensation costs for related employees on the statement of consolidated operations and stipulates that only the service cost component of net benefit cost is eligible for capitalization. Additionally, the Partnership will present other components of net benefit costs elsewhere on the condensed statements of consolidated operations since these costs are allocated to the Partnership’s financial statements by Andeavor. The amendments to the presentation of the condensed statements of consolidated operations in this update should be applied retrospectively while the change in capitalized benefit cost is to be applied prospectively. We adopted ASU 2017-07 as of January 1, 2018. Adoption of the standard resulted in an increase to interest and financing costs of $2 million and $4 million, respectively, with a corresponding increase to other income of $2 million and $4 million, respectively, for the three and six months ended June 30, 2017 with no impact to net earnings. ASU 2017-07 does not impact the condensed consolidated balance sheets or condensed statements of consolidated cash flows.

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Acquisitions Acquisitions (Notes)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Mergers, Acquisitions and Dispositions Disclosures

Acquisitions and Divestitures

Acquisitions

SLC Core Pipeline System

On May 1, 2018, we completed our acquisition of the SLC Core Pipeline System (formerly referred to as the Wamsutter Pipeline System) from Plains All American Pipeline, L.P. for total consideration of $180 million. The system consists of pipelines that transport crude oil to another third-party pipeline system that supply the Salt Lake City area refineries, including Andeavor’s Salt Lake City refinery. We financed the acquisition using our Revolving Credit Facility. This acquisition is not material to our condensed consolidated financial statements and its operating results are reported in our Terminalling and Transportation segment.

Western Refining Logistics, LP Merger

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

Andeavor Logistics accounted for the WNRL Merger as a common control transaction and, accordingly, inherited Andeavor’s basis in WNRL’s net assets. Andeavor accounted for the acquisition of WNRL using the acquisition method of accounting, which requires, among other things, that assets acquired at their fair values and liabilities assumed be recognized on the balance sheet as of the acquisition date, or June 1, 2017, the date Andeavor acquired WNRL. The purchase price allocation for the WNRL Merger has been allocated based on fair values of the assets acquired and liabilities assumed at the acquisition date. The allocation of the WNRL purchase price was final as of May 31, 2018. Prior to the purchase price finalization, we recorded adjustments to the allocation to increase property, plant and equipment and reduce goodwill by $7 million during 2018.

Acquisition Date Purchase Price Allocation (in millions)

Cash	$	22
Receivables	112
Inventories	11
Prepayments and Other Current Assets	25
Property, Plant and Equipment (a)	1,357
Goodwill	558
Acquired Intangibles	130
Other Noncurrent Assets	2
Accounts Payable	(167		)
Accrued Liabilities	(41		)
Debt	(347		)
Total purchase price	$	1,662

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

Goodwill

We evaluated several factors that contributed to the amount of goodwill presented above. These factors include the acquisition of a logistics business located in advantageous areas where there is crude oil marketing capabilities and meaningful refining offtake with an assembled workforce that cannot be duplicated at the same costs by a new entrant. Further, the WNRL Merger provides a platform for future growth through operating efficiencies Andeavor Logistics expects to gain from the application of best practices across the combined company and an ability to realize synergies from the geographic diversification of Andeavor Logistics’ business and rationalization of general and administrative costs. We allocated $352 million, $144 million and $62 million of goodwill to the Gathering and Processing, Terminalling and Transportation, and Wholesale segments, respectively.

Property, Plant and Equipment

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

Acquired Intangible Assets

The fair value of the acquired identifiable intangible assets is $130 million. This fair value is based on valuation completed for the business enterprise, along with the related tangible assets, using a combination of the income method, cost method and comparable market transactions. We recognized intangible assets associated with customer relationships of $130 million with third parties, all of which will be amortized on a straight-line basis over an estimated weighted average useful life of 15 years. The accumulated amortization of our finite life intangibles acquired from the WNRL Merger was $9 million as of June 30, 2018. Amortization expense related to the acquired intangible assets is expected to be approximately $9 million per year for the next fifteen years.

WNRL Revenues and Net Earnings

During the six months ended June 30, 2018, we recognized $197 million in revenues and $56 million of net earnings related to the business acquired.

Pro Forma Financial Information

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

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

	Three Months Ended		Six Months Ended
	June 30, 2017		June 30, 2017
Revenues	$	1,039	$	2,063
Net earnings (a)	123		213

(a) 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.

Logistics Assets Drop Down and Asset Transfer

On August 6, 2018, we announced that we acquired logistics assets from Andeavor for total consideration of$1.55 billion. These assets include gathering, storage and transportation assets in the Permian region, including the RIO Pipeline; legacy Western Refining, Inc. assets and associated crude terminals; and certain of Andeavor’s refining terminalling, transportation and storage assets. The transaction also includes the Conan Crude Oil Gathering System and the Los Angeles Refinery Interconnect Pipeline, transferred at cost plus incurred interest. The transaction was funded by issuing common units to Andeavor and the remainder with borrowings under our revolving credit facilities.

Divestitures

Alaska Storage and Terminalling Assets

On June 2, 2017, due to Andeavor’s consent decree with the state of Alaska associated with our 2016 acquisition of certain terminalling and storage assets owned by Andeavor (the “Alaska Storage and Terminalling Assets”), we sold one of our existing Alaska products terminals (“Alaska Terminal”) for $28 million. The sale resulted in a $25 million gain on sale in our condensed statements of consolidated operations for both the three and six months ended June 30, 2017. The Alaska Terminal divestiture did not have an impact on our operations.

WNRL Lubricant Operations

On June 30, 2017, WNRL sold its remaining lubricant operations located in Arizona and Nevada for $14 million. There was no gain or loss resulting from this sale. Due to provisions in WNRL’s senior secured revolving credit facility agreement and senior notes indenture, the proceeds received from the sale of the lubricant operations were restricted to be used in the business or as a prepayment of debt. This cash was used during the third quarter of 2017 to reinvest in assets used in its business and as a payment of debt.

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Related-Party Transactions Related-Party Transactions (Notes)

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions Disclosure

Related-Party Transactions

Affiliate Agreements

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

In addition, we have agreements for the provision of various general and administrative services by Andeavor. Under our partnership agreement, we are required to reimburse TLGP and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our amended omnibus agreement (the “Amended Omnibus Agreement”) or our amended secondment agreement (the “Amended Secondment Agreement”), TLGP determines the amount of these expenses. The Amended Omnibus Agreement and the Amended Secondment Agreement were amended and restated in connection with the WNRL Merger. Under the terms of the Amended Omnibus Agreement in effect as of June 30, 2018, we are required to pay Andeavor an annual corporate services fee of $13 million for the provision of various centralized corporate services, including executive management, legal, accounting, treasury, human resources, health, safety and environmental, information technology, certain insurance coverage, administration and other corporate services. Andeavor charged the Partnership $4 million and $5 million pursuant to the Amended Secondment Agreement for the three months ended June 30, 2018 and 2017, respectively, and $10 million for both the six months ended June 30, 2018 and 2017. Additionally, pursuant to the Amended Omnibus Agreement and Amended Secondment Agreement, we reimburse Andeavor for any direct costs incurred by Andeavor in providing other operational services with respect to certain of our other assets and operations.

Summary of Affiliate Transactions

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenues (a)	$	381	$	271	$	699	$	474
Operating expenses (b)	52		44		103		83
General and administrative expenses	18		19		38		39

(a) 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.

(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.

Distributions

In accordance with our partnership agreement, the unitholders of our limited partner interests are entitled to receive quarterly distributions of available cash. During the six months ended June 30, 2018, we paid quarterly cash distributions of $230 million to Andeavor. On July 24, 2018, we declared a quarterly cash distribution of $1.03 per unit, which will be paid on August 14, 2018. The distribution will include a payment of $117 million to Andeavor. TLGP’s distribution waivers for 2018 and 2019 remain in effect as instituted in 2017 under the terms of our partnership agreement.

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Debt (Notes)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt

Debt

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

	June 30, 2018			December 31, 2017
Total debt	$	4,423		$	4,182
Unamortized issuance costs	(50		)	(54		)
Current maturities	(1		)	(1		)
Debt, Net of Current Maturities and Unamortized Issuance Costs	$	4,372		$	4,127

Available Capacity Under Credit Facilities (in millions)

	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.

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Commitments and Contingencies (Notes)

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

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

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Equity (Notes)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Equity

Equity and Net Earnings per Unit

We had 89,299,615 common public units and 600,0006.875% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Preferred Units”) outstanding as of June 30, 2018. Additionally, Andeavor owned 127,889,386 of our common units, constituting approximately 59% ownership interest in us. Andeavor also held 80,000 Andeavor Logistics TexNew Mex units and 2,202,880 non-economic general partner units as of June 30, 2018.

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

Changes to Equity (in millions)

	Partnership						Total
	Common			Preferred
Balance at December 31, 2017	$	2,925		$	589		$	3,514
Distributions to common and preferred unitholders (a)	(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.

Cash Distributions

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

Quarterly Distributions on Common Units

Quarter Ended	Quarterly Distribution Per Common Unit		Total Cash Distribution (in millions)		Date of Distribution	Unitholders Record Date
December 31, 2017 (a)	$	1.000	$	205	February 14, 2018	January 31, 2018
March 31, 2018 (a)	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.

On February 15, 2018, we paid distributions associated with our Preferred Units of $8 million. On July 24, 2018, we declared a distribution associated with our Preferred Units in the amount of $21 million, which will be paid on August 15, 2018.

Net Earnings per Unit

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

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

	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 for the three and six months ended June 30, 2017, respectively. Our general partner no longer receives IDRs as a result of the IDR/GP Transaction.

(d) Distributions of earnings for limited partners’ common units for the three 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.

Earnings Per Share

Net Earnings per Unit

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

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

	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 for the three and six months ended June 30, 2017, respectively. Our general partner no longer receives IDRs as a result of the IDR/GP Transaction.

(d) Distributions of earnings for limited partners’ common units for the three 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.

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Revenues (Notes)

6 Months Ended

Jun. 30, 2018

Revenue Recognition [Abstract]

Revenue from Contract with Customer

Revenues

We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. For the three and six months ended June 30, 2018, revenues from contracts with customers were $473 million and $927 million, respectively, which excludes lease revenues of $84 million and $165 million, respectively. Upon adoption of ASC 606, revenue is recognized net of amounts collected from customers for taxes assessed by governmental authorities on, and concurrent with, specific revenue-producing transactions.

Service Revenue

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

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

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

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

Product Revenue

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

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

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

Other Arrangements

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

Customer Contract Assets

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

Customer Contract Liabilities

For certain products or services, we receive payment in advance of when performance obligations are satisfied. These liabilities from contracts with customers consist primarily of certain deficiency payments for minimum volume commitments and customer reimbursements of costs for capital projects. Customer advances for capital projects are generally recognized over the contract term. We do not have a material impact for financing components associated with these customer advances. Payments for minimum volume commitments and other customer advances are included in deferred income within other current liabilities and other noncurrent liabilities based on timing of expected recognition, which may extend up to 15 years. During the three and six months ended June 30, 2018, we recognized $6 million and $20 million in revenue from contract liabilities existing as of January 1, 2018, after cumulative adjustments for the adoption of ASC 606.

Summary of Customer Contract Assets and Liabilities (in millions)

	December 31, 2017		Adjustments for ASC 606 (a)			Balance at January 1, 2018		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.

Remaining Performance Obligations

We do not disclose the value of unsatisfied performance obligations for contracts with original expected terms of one year or less or the value of variable consideration related to unsatisfied performance obligations, when such values are not required to be estimated for purposes of allocation and recognition. Revenues associated with remaining obligations under contracts with terms in excess of one year consist primarily of arrangements for which the customer has agreed to fixed consideration based on minimum throughput volume commitments or capacity utilization. As of June 30, 2018, we had $4.1 billion of expected revenues from remaining performance obligations.

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

Disaggregation

We disaggregate our revenues by product and services, and further by product line. For additional information regarding our operating segments, see Note 8.

Revenue Disaggregation by Type and Product Line (in millions)

	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.

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Operating Segments (Notes)

6 Months Ended

Jun. 30, 2018

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Segment Disclosures

Operating Segments

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

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

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

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

Segment Information (in millions)

	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.

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Organization and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting, Policy

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). However, certain information and notes normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. Management believes that the disclosures presented herein are adequate to present the information fairly. The accompanying interim condensed consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017. Certain prior year balances have been aggregated or disaggregated in order to conform to the current year presentation, including the adoption of recent accounting standards discussed further below.

Use of Estimates, Policy

We are required under U.S. GAAP to make estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented. We review our estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates. The results of operations of the Partnership for any interim period are not necessarily indicative of results for the full year.

Cost of Sales, Policy

Cost Classifications

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

During the three and six months ended June 30, 2017, cost of fuel and other included the purchase cost of refined products sold within our Wholesale segment, the cost of inbound transportation and distribution costs incurred to transport product to our customers. Due to the adoption of ASU 2014-09, “Revenue from Contracts with Customers” and the associated subsequent amendments (collectively, “ASC 606”) on January 1, 2018, the revenues and costs associated with our fuel purchase and supply arrangements with Andeavor were netted, as further described in Note 7.

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

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

Fair Value of Financial Instruments, Policy

Financial Instruments

The fair value of our senior notes is based on prices from recent trade activity and is categorized in level 2 of the fair value hierarchy. The borrowings under our amended revolving credit facility (the “Revolving Credit Facility”) and our dropdown credit facility (“Dropdown Credit Facility”), which include a variable interest rate, approximate fair value. The carrying value and fair value of our debt were $4.4 billion and $4.5 billion as of June 30, 2018, respectively, and were $4.2 billion and $4.3 billion at December 31, 2017, respectively. These carrying and fair values of our debt do not consider the unamortized issuance costs, which are netted against our total debt.

New Accounting Pronouncement, Policy

New Accounting Standards and Disclosures

Revenue Recognition

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

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

For the three and six months ended June 30, 2018, we recorded lower revenues of $696 million and $1.3 billion, respectively, and lower costs and expenses of $696 million and $1.3 billion, respectively, for presentation impacts of applying ASC 606. These impacts were primarily associated with the netting of revenues and costs associated with our fuel purchase and supply arrangements with Andeavor, as further described in Note 7. We recorded an additional $1 million and $3 million in revenues associated with minimum volume commitments during the three and six months ended June 30, 2018, respectively, as a result of applying the new standard. There were no material impacts during the period to the condensed consolidated balance sheets or condensed statement of consolidated cash flows, as a result of the adoption.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either a financing lease or operating lease with classification affecting the pattern of expense recognition in the condensed statements of consolidated operations and presentation of cash flows in the condensed statements of consolidated cash flows. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in July 2018, the FASB issued ASU 2018-11, which permits entities with another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, we would recognize a cumulative effect adjustment to the opening balance of partners’ equity in the period of adoption. We expect to elect the optional transition method and will not early adopt the standard.

We are progressing through our implementation plan which includes the following activities; designing and implementing a new lease accounting system, designing new business processes and related internal controls, extracting the required accounting and reporting data from our lease agreements as well as the assessment and documentation of the accounting impacts related to the new standard. In addition, we continue to work with the industry group on certain areas and assess the impacts as consensus is formed. While we are still working through our implementation plan, we do expect that the recognition of right-of-use assets and lease liabilities, which are not currently reflected on our condensed consolidated balance sheets, will have a material impact on total assets and liabilities. However, we do not expect the adoption of the standard to have a material impact on our condensed statements of consolidated operations or liquidity. At this time, we are unable to estimate the full impact of the standard until we progress further through our plan and the industry reaches a consensus on certain industry specific issues.

Credit Losses

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

Restricted Cash

In November 2016, the FASB issued ASU 2016-18, "Restricted Cash" (“ASU 2016-18”), which clarifies how restricted cash and restricted cash equivalents are presented in the statements of cash flows. The ASU requires that changes in restricted cash that result from transfers between cash, cash equivalents and restricted cash should not be presented as cash flow activities in the statements of cash flows. ASU 2016-18 was effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual reporting periods. We adopted ASU 2016-08 as of January 1, 2018 on a retrospective basis. Adoption of this standard resulted in an increase in cash and cash equivalents as of June 30, 2017 of $14 million. See Note 2 for further information regarding restricted cash.

Pension and Postretirement Costs

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which requires the current service-cost component of net benefit costs to be presented similarly with other current compensation costs for related employees on the statement of consolidated operations and stipulates that only the service cost component of net benefit cost is eligible for capitalization. Additionally, the Partnership will present other components of net benefit costs elsewhere on the condensed statements of consolidated operations since these costs are allocated to the Partnership’s financial statements by Andeavor. The amendments to the presentation of the condensed statements of consolidated operations in this update should be applied retrospectively while the change in capitalized benefit cost is to be applied prospectively. We adopted ASU 2017-07 as of January 1, 2018. Adoption of the standard resulted in an increase to interest and financing costs of $2 million and $4 million, respectively, with a corresponding increase to other income of $2 million and $4 million, respectively, for the three and six months ended June 30, 2017 with no impact to net earnings. ASU 2017-07 does not impact the condensed consolidated balance sheets or condensed statements of consolidated cash flows.

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Commitments and Contingencies Contingencies Accrued Liability (Policies)

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Contingency Accrued Liabilities, Policy

In the ordinary course of business, we may become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. The outcome of these matters cannot always be predicted accurately, but we will accrue liabilities for these matters if the amount is probable and can be reasonably estimated.

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Equity Earnings Per Unit (Policies)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Earnings Per Share, Policy

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

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Revenues (Policies)

6 Months Ended

Jun. 30, 2018

Revenue Recognition [Abstract]

Revenue Recognition, Policy

We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. For the three and six months ended June 30, 2018, revenues from contracts with customers were $473 million and $927 million, respectively, which excludes lease revenues of $84 million and $165 million, respectively. Upon adoption of ASC 606, revenue is recognized net of amounts collected from customers for taxes assessed by governmental authorities on, and concurrent with, specific revenue-producing transactions.

Revenue Recognition, Sales of Services, Policy

Service Revenue

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

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

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

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

Revenue Recognition, Sales of Goods, Policy

Product Revenue

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

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

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

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Acquisitions Business Combinations (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

Acquisition Date Purchase Price Allocation (in millions)

Cash	$	22
Receivables	112
Inventories	11
Prepayments and Other Current Assets	25
Property, Plant and Equipment (a)	1,357
Goodwill	558
Acquired Intangibles	130
Other Noncurrent Assets	2
Accounts Payable	(167		)
Accrued Liabilities	(41		)
Debt	(347		)
Total purchase price	$	1,662

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

Business Acquisition, Pro Forma Information

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

	Three Months Ended		Six Months Ended
	June 30, 2017		June 30, 2017
Revenues	$	1,039	$	2,063
Net earnings (a)	123		213

(a) 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.

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Related-Party Transactions Related-Party Transactions (Tables)

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenues (a)	$	381	$	271	$	699	$	474
Operating expenses (b)	52		44		103		83
General and administrative expenses	18		19		38		39

(a) 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.

(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.

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Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Debt

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

	June 30, 2018			December 31, 2017
Total debt	$	4,423		$	4,182
Unamortized issuance costs	(50		)	(54		)
Current maturities	(1		)	(1		)
Debt, Net of Current Maturities and Unamortized Issuance Costs	$	4,372		$	4,127

Schedule of Line of Credit Facilities

Available Capacity Under Credit Facilities (in millions)

	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.

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Equity (Tables)

6 Months Ended

Jun. 30, 2018

Equity [Abstract]

Schedule of partners' capital

Changes to Equity (in millions)

	Partnership						Total
	Common			Preferred
Balance at December 31, 2017	$	2,925		$	589		$	3,514
Distributions to common and preferred unitholders (a)	(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.

Schedule of quarterly distributions

Quarterly Distributions on Common Units

Quarter Ended	Quarterly Distribution Per Common Unit		Total Cash Distribution (in millions)		Date of Distribution	Unitholders Record Date
December 31, 2017 (a)	$	1.000	$	205	February 14, 2018	January 31, 2018
March 31, 2018 (a)	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.

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Equity Net Earnings per Unit (Tables)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Earnings Per Share

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

	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 for the three and six months ended June 30, 2017, respectively. Our general partner no longer receives IDRs as a result of the IDR/GP Transaction.

(d) Distributions of earnings for limited partners’ common units for the three 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.

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Revenues (Tables)

6 Months Ended

Jun. 30, 2018

Revenue Recognition [Abstract]

Contract with Customer, Asset and Liability

Summary of Customer Contract Assets and Liabilities (in millions)

	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.

Disaggregation of Revenue

Revenue Disaggregation by Type and Product Line (in millions)

	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.

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Operating Segments (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Schedule of segment reporting information, by segment

Segment Information (in millions)

	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.

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Organization and Basis of Presentation, Fair Value (Details) - USD ($) $ in Billions	Jun. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Debt, carrying value	$ 4.4	$ 4.2
Debt, fair value	$ 4.5	$ 4.3

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Organization and Basis of Presentation New Accounting Standards and Disclosures (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017		Jun. 30, 2018	Jun. 30, 2017		Dec. 31, 2017	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue, Net	$ (557)	$ (607)	[1]	$ (1,092)	$ (1,027)	[1]
Cash and cash equivalents	44	45		44	45		$ 75	$ 688
Cost of Purchased Oil and Gas	0	(162)		0	(162)
Interest and Debt Expense	58	63	[1]	112	125	[1]
Other income, net	1	2	[1]	2	4	[1]
Net Income (Loss) Allocated to Limited Partners	138	70		263	125
Accounting Standards Update 2016-18 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash and cash equivalents		14			14
Accounting Standards Update 2017-07
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Interest and Debt Expense		2			4
Other income, net		2			4
Net Income (Loss) Allocated to Limited Partners		$ 0			$ 0
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained Earnings (Accumulated Deficit)	22			22
Wholesale | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue, Net	696			1,300
Cost of Purchased Oil and Gas	696			1,300
Gathering and Processing | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue, Net	$ 1			$ 3

[1] Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.

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Acquisitions Acquisitions (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017
Acquisition and Divestitures
Distributions in connection with acquisitions		$ 0	$ 5
Wamsutter Pipeline System
Acquisition and Divestitures
Distributions in connection with acquisitions	$ 180
WNRL Merger
Acquisition and Divestitures
Total purchase price	$ 1,662	1,662
Goodwill, Purchase Accounting Adjustments		$ (7)

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Acquisitions Purchase Price Allocation Table (Details) - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill		$ 712	$ 692
WNRL Merger
Business Acquisition [Line Items]
Cash		22
Receivables		112
Inventories		11
Prepayments and Other Current Assets		25
Property, Plant and Equipment (a)	[1]	1,357
Goodwill		558
Acquired Intangibles		130
Other Noncurrent Assets		2
Accounts Payable		(167)
Accrued Liabilities		(41)
Debt		(347)
Total purchase price		$ 1,662
Minimum | WNRL Merger
Business Acquisition [Line Items]
Property, Plant and Equipment, Useful Life		3 years
Maximum | WNRL Merger
Business Acquisition [Line Items]
Property, Plant and Equipment, Useful Life		22 years

[1] Estimated useful lives ranging from 3 to 22 years have been assumed based on the preliminary valuation.

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Acquisitions Additional Acquisition information (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Goodwill		$ 712		$ 712		$ 692
Net Income (Loss) Attributable to Parent		148	$ 110	287	$ 202
WNRL Merger
Finite-Lived Intangible Assets, Amortization Expense, Year Two		9		9
Business Acquisition, Transaction Costs			17		17
Business Acquisition, Pro Forma Revenue			1,039		2,063
Goodwill		558		558
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	[1]	1,357		1,357
Acquired Intangibles		130		$ 130
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life				15 years
Finite-Lived Intangible Assets, Accumulated Amortization		9		$ 9
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months		9		9
Revenues				197
Net Income (Loss) Attributable to Parent				56
Business Acquisition, Pro Forma Net Income (Loss)			$ 123		213
Business Combination, Integration Related Costs					$ 3
Finite-Lived Intangible Assets, Amortization Expense, Year Three		9		9
Finite-Lived Intangible Assets, Amortization Expense, Year Four		9		9
Finite-Lived Intangible Assets, Amortization Expense, Year Five		9		9
WNRL Merger | Gathering and Processing
Goodwill		352		352
WNRL Merger | Terminalling and Transportation
Goodwill		144		144
WNRL Merger | Wholesale Segment
Goodwill		$ 62		$ 62

[1] Estimated useful lives ranging from 3 to 22 years have been assumed based on the preliminary valuation.

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Acquisitions Dropdown (Details) $ in Millions	Aug. 06, 2018 USD ($)
Logistics Assets Drop Down and Asset Transfer [Member] | Subsequent Event
Business Combination, Consideration Transferred	$ 1,550

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Acquisitions Divestitures (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Jun. 02, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Property, Plant and Equipment [Line Items]
Proceeds from Sales of Business, Affiliate and Productive Assets					$ 14
(Gain) loss on asset disposals and impairments	$ 28	$ (1)	$ 26	$ (1)	26
Alaska Terminal [Member]
Property, Plant and Equipment [Line Items]
(Gain) loss on asset disposals and impairments					25
WNRL Lubricant Operations [Member]
Property, Plant and Equipment [Line Items]
(Gain) loss on asset disposals and impairments					$ 0

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Related-Party Transactions Related-Party Transactions, Summary of Transactions Narrative (Details) - USD ($) $ in Millions			3 Months Ended		6 Months Ended
		Aug. 14, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenue from Related Parties	[1]		$ 381	$ 271	$ 699	$ 474
Related Party Transaction, Expenses from Transactions with Related Party	[2]		52	44	103	83
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party			$ 18	$ 19	$ 38	$ 39
Concentration Risk, Percentage			68.00%	45.00%	64.00%	46.00%
Payments of Distributions to Affiliates					$ 230
Partner to Andeavor | Omnibus Agreement
Payment for Administrative Fees					13
Andeavor to Partner | Secondment and Logistics Services Agreement
Long-term Purchase Commitment, Amount			$ 4	$ 5	$ 10	$ 10
Subsequent Event
Payments of Distributions to Affiliates		$ 117

[1] 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.

[2] 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.

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Related-Party Transactions Related-Party Transactions, Summary of Affiliate Transactions (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended				6 Months Ended
		Aug. 14, 2018	Jul. 24, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenue from Related Parties	[1]			$ 381			$ 271	$ 699	$ 474
Cost of Reimbursable Expense				$ 3				$ 10	$ 5
Concentration Risk, Percentage				68.00%			45.00%	64.00%	46.00%
Distribution Made to Limited Partner, Distributions Declared, Per Unit	[2]				$ 1.015	$ 1.000
Distribution Made to Limited Partner, Distribution Date	[2]				May 15, 2018	Feb. 14, 2018
Related Party Transaction, Expenses from Transactions with Related Party	[3]			$ 52			$ 44	$ 103	$ 83
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party				$ 18			$ 19	$ 38	$ 39
Subsequent Event
Distribution Made to Limited Partner, Declaration Date			Jul. 24, 2018
Distribution Made to Limited Partner, Distributions Declared, Per Unit	[2],[4]	$ 1.030
Distribution Made to Limited Partner, Distribution Date	[2],[4]	Aug. 14, 2018

[1] 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.

[2] 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.

[3] 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.

[4] This distribution was declared on July 24, 2018 and will be paid on the date of distribution.

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Debt Total Debt (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Total debt	$ 4,423	$ 4,182
Unamortized issuance costs	(50)	(54)
Current maturities	(1)	(1)
Debt, Net of Current Maturities and Unamortized Issuance Costs	$ 4,372	$ 4,127

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Debt Credit Facilities (Details) - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2018		Jan. 05, 2018	Dec. 31, 2017
Line of Credit Facility [Line Items]
Total Capacity	[1]	$ 2,100
Amount Borrowed as of June 30, 2018	[1]	665
Outstanding Letters of Credit	[1]	0
Available Capacity as of June 30, 2018	[1]	1,435
Line of Credit Facility, Maximum Borrowing Capacity				$ 2,100
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Total Capacity		1,100	[1]		$ 600
Amount Borrowed as of June 30, 2018	[1]	665
Outstanding Letters of Credit	[1]	0
Available Capacity as of June 30, 2018	[1]	$ 435
Expiration	[1]	Jan. 29, 2021
Weighted Average Interest Rate	[1]	3.83%
Dropdown Credit Facility
Line of Credit Facility [Line Items]
Total Capacity		$ 1,000
Amount Borrowed as of June 30, 2018		0
Outstanding Letters of Credit		0
Available Capacity as of June 30, 2018		$ 1,000
Expiration		Jan. 29, 2021
Weighted Average Interest Rate		0.00%

[1] 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.

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Equity Equity, Narrative (Details) - shares	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Preferred Units, Outstanding	600,000	600,000
Preferred Stock, Dividend Rate, Percentage	6.875%
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	59.00%
General Partners' Capital Account, Units Outstanding	2,202,880
Public common units
Limited Partners' Capital Account, Units Outstanding	89,299,615
Andeavor common units
Limited Partners' Capital Account, Units Outstanding	127,889,386
TexNew Mex Units
Limited Partners' Capital Account, Units Outstanding	80,000

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Equity, Equity Activity (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Changes in carrying amount of Equity
Balance at December 31, 2017				$ 3,514
Distributions to common and preferred unitholders (a)	[1]			419
Net earnings attributable to partners		$ 148	$ 110	287	$ 202
Cumulative effect of accounting standard adoption				(22)
Contributions (b)	[2]			23
Other				0
Balance at June 30, 2018		3,383		3,383
Common
Changes in carrying amount of Equity
Balance at December 31, 2017				2,925
Distributions to common and preferred unitholders (a)	[1]			411
Net earnings attributable to partners				263
Cumulative effect of accounting standard adoption				(22)
Contributions (b)	[2]			23
Other				1
Balance at June 30, 2018		2,779		2,779
Preferred Partner
Changes in carrying amount of Equity
Balance at December 31, 2017				589
Distributions to common and preferred unitholders (a)	[1]			8
Net earnings attributable to partners				24
Cumulative effect of accounting standard adoption				0
Contributions (b)	[2]			0
Other				(1)
Balance at June 30, 2018		$ 604		$ 604

[1] Represents cash distributions declared and paid during the six months ended June 30, 2018.

[2] 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.

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Equity, Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Millions					3 Months Ended					6 Months Ended
		Aug. 14, 2018	Aug. 03, 2018	Jul. 24, 2018	Mar. 31, 2018		Dec. 31, 2017		Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Distribution Made to Member or Limited Partner
Payments of Ordinary Dividends, Preferred Stock and Preference Stock										$ 8.0	$ 0.0
Distribution to Partner, Waived Distribution					$ 15.0		$ 12.5		$ 12.5		25.0
Distribution Made to Limited Partner, Distributions Declared, Per Unit	[1]				$ 1.015		$ 1.000
Quarterly distributions to common unitholders					$ 205.0	[1]	$ 205.0	[1]		$ 411.0	$ 195.0
Distribution Made to Limited Partner, Distribution Date	[1]				May 15, 2018		Feb. 14, 2018
Distribution Made to Limited Partner, Date of Record	[1]				May 01, 2018		Jan. 31, 2018
Subsequent Event
Distribution Made to Member or Limited Partner
Payments of Ordinary Dividends, Preferred Stock and Preference Stock				$ 21.0
Distribution to Partner, Waived Distribution		$ 15.0
Distribution Made to Limited Partner, Distributions Declared, Per Unit	[1],[2]	$ 1.030
Quarterly distributions to common unitholders	[1],[2]	$ 209.0
Distribution Made to Limited Partner, Distribution Date	[1],[2]	Aug. 14, 2018
Distribution Made to Limited Partner, Date of Record	[1],[2]		Aug. 03, 2018

[1] 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.

[2] This distribution was declared on July 24, 2018 and will be paid on the date of distribution.

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Equity Equity, Earnings Per Unit (Details) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended					6 Months Ended			12 Months Ended
		Jun. 30, 2018 USD ($) $ / shares shares	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Jun. 30, 2017 USD ($) $ / shares shares		Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2017 USD ($) $ / shares shares		Dec. 31, 2017 USD ($)
Net earnings		$ 148.0			$ 111.0	[1]	$ 287.0	$ 203.0	[1]
Special allocations of net earnings (“Special Allocations”) (a)	[2]	0.0			0.0		0.0	(1.0)
Net earnings, including Special Allocations		148.0			111.0		287.0	204.0
Distributions on Preferred Units (b)	[3]	(10.0)			0.0		(20.0)	0.0
Net earnings attributable to common units		138.0			111.0		267.0	204.0
Distributions on common units greater than earnings		$ (71.0)			$ (36.0)		$ (147.0)	$ (83.0)
Common units - basic | shares		217.2			108.0		217.2	106.4
Common units - diluted | shares	[4]	217.3			108.1		217.3	106.5
Common - basic | $ / shares	[5]	$ 0.63			$ 0.63		$ 1.23	$ 1.15
Common - diluted | $ / shares	[5]	$ 0.63			$ 0.63		$ 1.23	$ 1.15
Incentive Distribution, Distribution Split Marginal Percentage								50.00%
Incentive Distribution, Minimum Distribution Level | $ / shares								0.3881
Distribution to Partner, Waived Distribution			$ 15.0	$ 12.5	$ 12.5			$ 25.0
Incentive Distribution, Distribution										$ 30.0
Common
Special allocations of net earnings (“Special Allocations”) (a)	[2]	$ 0.0			0.0		$ 0.0	(1.0)
Limited partners’ distributions on common units	[6]	(209.0)			(105.0)		(414.0)	(206.0)
Distributions on common units greater than earnings		(72.0)			(37.0)		(148.0)	(83.0)
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic		137.0			68.0		266.0	122.0
General Partner
General partner’s distributions		0.0			(3.0)		0.0	(6.0)
General partner’s IDRs (c)	[7]	0.0			(39.0)		0.0	(75.0)
Distributions on common units greater than earnings		0.0			(1.0)		0.0	0.0
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic		$ 0.0			$ 43.0		$ 0.0	$ 81.0

[1] Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.

[2] 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.

[3] The Preferred Units entitle unitholders to receive preferred distributions on a semi-annually basis.

[4] 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.

[5] Amounts may not recalculate due to rounding of dollar and unit information.

[6] 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

[7] 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 for the three and six months ended June 30, 2017, respectively. Our general partner no longer receives IDRs as a result of the IDR/GP Transaction.

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Revenues Revenue Recognition, Narrative (Details) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation	$ 4,100	$ 4,100
Contract with Customer, Liability, Revenue Recognized	6	20
Revenue from Contract with Customer, Including Assessed Tax	473	927
Operating Leases, Income Statement, Lease Revenue	$ 84	$ 165
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		5 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	80.00%	80.00%
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		1 year
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period		15 years

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Revenues Contract Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Jan. 01, 2018	Dec. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract with Customer, Liability, Revenue Recognized	$ 6	$ 20
Accounts Receivable, Net	350	350	$ 329	$ 363
Contract with Customer, Asset, Net	26	26	34	0
Deferred Revenue, Current	19	19	23	23
Deferred Revenue, Noncurrent	61	61	62	43
Equity Method Investments	$ 308	$ 308		$ 320
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Accounts Receivable, Net			(34)
Contract with Customer, Asset, Net			34
Deferred Revenue, Current			0
Deferred Revenue, Noncurrent			19
Equity Method Investments			$ 3

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Revenues Revenue Disaggregation (Details) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
		Jun. 30, 2018	Jun. 30, 2018
Terminalling and Transportation
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		$ 249	$ 480
Terminalling and Transportation | Refined Products
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	205	408
Terminalling and Transportation | Crude oil and water gathering
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	43	69
Terminalling and Transportation | Natural Gas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	0	0
Terminalling and Transportation | Other Services
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	1	3
Terminalling and Transportation | Service Revenues
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	249	480
Terminalling and Transportation | Natural Gas Liquids
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		0	0
Terminalling and Transportation | Crude Oil Refined Products And Blending Products
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		0	0
Terminalling and Transportation | Product Revenues
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		0	0
Gathering and Processing
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		290	579
Gathering and Processing | Refined Products
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	0	0
Gathering and Processing | Crude oil and water gathering
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	97	184
Gathering and Processing | Natural Gas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	98	196
Gathering and Processing | Other Services
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	0	0
Gathering and Processing | Service Revenues
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	195	380
Gathering and Processing | Natural Gas Liquids
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		95	199
Gathering and Processing | Crude Oil Refined Products And Blending Products
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		0	0
Gathering and Processing | Product Revenues
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		95	199
Wholesale
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		18	33
Wholesale | Refined Products
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	3	9
Wholesale | Crude oil and water gathering
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	0	0
Wholesale | Natural Gas
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	0	0
Wholesale | Other Services
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	0	0
Wholesale | Service Revenues
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	[1]	3	9
Wholesale | Natural Gas Liquids
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		0	0
Wholesale | Crude Oil Refined Products And Blending Products
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		15	24
Wholesale | Product Revenues
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax		$ 15	$ 24

[1] Includes $84 million and $165 million of lease revenues for the three and six months ended June 30, 2018, respectively.

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Operating Segments Operating Segments, Results (Details) $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	[1]	Jun. 30, 2018 USD ($) segments	Jun. 30, 2017 USD ($)	[1]
Segment Reporting Information [Line Items]
Number of Reportable Segments | segments					3
Revenue, Net		$ 557	$ 607		$ 1,092	$ 1,027
Operating Income		202	169		392	319
Segment Reporting Operating Income		209	179		407	339
Unallocated general and administrative expenses		(7)	(10)		(15)	(20)
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		83	66		163	124
Additions to Other Assets, Amount		105	49		188	94
Operating Segments | Terminalling and Transportation
Segment Reporting Information [Line Items]
Revenue, Net		249	194		480	369
Operating Income		128	124		248	222
Depreciation and amortization expenses		32	25		61	46
Additions to Other Assets, Amount		18	28		45	55
Operating Segments | Gathering and Processing
Segment Reporting Information [Line Items]
Revenue, Net		290	242		579	487
Operating Income		70	53		144	115
Depreciation and amortization expenses		49	40		97	77
Additions to Other Assets, Amount		87	21		142	39
Operating Segments | Wholesale Segment
Segment Reporting Information [Line Items]
Revenue, Net		25	171		42	171
Operating Income		11	2		15	2
Depreciation and amortization expenses		2	1		5	1
Additions to Other Assets, Amount		0	0		1	0
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenue, Net		(7)	0		(9)	0
Terminalling revenues | Operating Segments | Terminalling and Transportation
Segment Reporting Information [Line Items]
Revenue, Net		208	159		406	304
Pipeline transportation revenues | Operating Segments | Terminalling and Transportation
Segment Reporting Information [Line Items]
Revenue, Net		40	33		71	63
Other Terminalling and Transportation Revenue | Operating Segments | Terminalling and Transportation
Segment Reporting Information [Line Items]
Revenue, Net		1	2		3	2
Sales of natural gas, NGLS and condensate | Operating Segments | Gathering and Processing
Segment Reporting Information [Line Items]
Revenue, Net		95	81		199	164
Gas gathering and processing | Operating Segments | Gathering and Processing
Segment Reporting Information [Line Items]
Revenue, Net		82	87		167	167
Crude oil and water gathering | Operating Segments | Gathering and Processing
Segment Reporting Information [Line Items]
Revenue, Net		69	41		134	80
Pass-thru and other revenue | Operating Segments | Gathering and Processing
Segment Reporting Information [Line Items]
Revenue, Net		44	33		79	76
Fuel Sales | Operating Segments | Wholesale Segment
Segment Reporting Information [Line Items]
Revenue, Net	[2]	15	165		24	165
Other Non-fuel | Operating Segments | Wholesale Segment
Segment Reporting Information [Line Items]
Revenue, Net		$ 10	$ 6		$ 18	$ 6

[1] Adjusted to include the historical results of the Predecessors. See Note 1 for further discussion.

[2] 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.