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Note 11 - Equity and Net Earnings per Unit Equity and Net Earnings per Unit (Tables)
 12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Schedule of Net Earnings per Unit
Net Earnings per Unit (in millions, except per unit amounts)
 
Year Ended December 31,
 
2018 (a)
 
2017 (a)
 
2016 (a)
Net earnings
$
600

 
$
306

 
$
277

Special Allocation (b)
—

 
1

 
3

Net earnings, including special allocations
600

 
307

 
280

Distributions on Preferred Units (c)
(41
)
 
(3
)
 
—

Net earnings attributable to common units
559

 
304

 
280

General partner’s distributions
—

 
(6
)
 
(10
)
General partner’s IDRs (d)
—

 
(75
)
 
(148
)
Limited partners’ distributions on common units
(890
)
 
(611
)
 
(344
)
Distributions on common units greater than earnings
$
(331
)
 
$
(388
)
 
$
(222
)
General partner’s earnings:
 
 
 
 
 
Distributions
$
—

 
$
6

 
$
10

General partners IDRs (d)
—

 
75

 
148

Allocation of distributions (greater) less than earnings (e)
(28
)
 
(44
)
 
(65
)
Total general partner’s earnings
$
(28
)
 
$
37

 
$
93

Limited partners’ earnings on common units:
 
 
 
 
 
Distributions (f)
$
890

 
$
611

 
$
344

Special allocation (f)
—

 
(1
)
 
(3
)
Allocation of distributions greater than earnings
(303
)
 
(344
)
 
(157
)
Total limited partners’ earnings on common units
$
587

 
$
266

 
$
184

Weighted average limited partner units outstanding:
 
 
 
 
 
Common units - basic
228.7

 
126.0

 
98.2

Common units - diluted (g)
228.9

 
126.1

 
98.2

Net earnings per limited partner unit: (h)
 
 
 
 
 
Common - basic
$
2.57

 
$
2.11

 
$
1.87

Common - diluted
$
2.57

 
$
2.11

 
$
1.87


(a)
Adjusted to include the historical results of the Predecessors. See Notes 1 and 2 for further discussion.
(b)
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 Dropdown Credit Facility in lieu of using cash on hand to fund the North Dakota Gathering and Processing Assets in 2017 and the Alaska Storage and Terminalling Assets acquisition in 2016.
(c)
The Preferred Units entitle unitholders to receive preferred distributions on a semi-annually basis.
(d)
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 $50 million of IDRs for the year ended December 31, 2017 waived by TLGP. Our general partner no longer holds IDRs as a result of the IDR/GP Transaction.
(e)
We have revised the historical allocation of general partner earnings to include the Predecessors’ losses of $28 million, $43 million and $62 million for the years ended December 31, 2018, 2017 and 2016, respectively.
(f)
Distributions of earnings for limited partners’ common units for the years ended December 31, 2018 and 2017 is net of a $60 million and $25 million waiver, respectively, from our Sponsor in connection with the WNRL Merger.
(g)
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.
(h)
Amounts may not recalculate due to rounding of dollar and unit information.
Allocations of the General Partner's Interest in Net Earnings
Allocations of the General Partner’s Interest in Net Earnings (in millions, except percentage of ownership interest)
 
Year Ended December 31,
 
2018
 
2017
 
2016
Net earnings attributable to partners
$
628

 
$
349

 
$
339

Distributions on Preferred Units
(41
)
 
(3
)
 
—

General partner’s IDRs
—

 
(75
)
 
(148
)
Special allocation
—

 
1

 
3

Net earnings available to partners
$
587

 
$
272

 
$
194

General partner’s ownership interest (a)
—
%
 
—
%
 
2.0
%
General partner’s allocated interest in net earnings (b)
$
—

 
$
4

 
$
4

General partner’s IDRs
—

 
75

 
148

Allocation of Predecessors’ impact to general partner interest
(28
)
 
(43
)
 
(62
)
Total general partner’s interest in net earnings
$
(28
)
 
$
36

 
$
90



(a)
In connection with the IDR/GP Transaction, our general partner units converted into non-economic general partner units.
(b)
Prior to the IDR/GP Transaction, we allocated net earnings to our general partner based on its ownership interest.
Changes in the Number of Units Outstanding
Changes in the Number of Units Outstanding (in million units)
 
Common
 
Preferred
 
General Partner
 
Total
At December 31, 2015
93.5

 
—

 
1.9

 
95.4

Issuances under ATM Program
1.4

 
—

 
—

 
1.4

Issuance of units in June 2016 for cash
6.3

 
—

 
—

 
6.3

Issuance in July 2016 in connection with the Alaska Storage and Terminalling Assets acquisition
0.4

 
—

 
0.2

 
0.6

Issuance in September 2016 in connection with the Alaska Storage and Terminalling Assets acquisition
0.4

 
—

 
—

 
0.4

Issuance in November 2016 in connection with the Northern California Terminalling and Storage Assets acquisition
0.9

 
—

 
—

 
0.9

Unit-based compensation awards
0.1

 
—

 
—

 
0.1

At December 31, 2016
103.0

 
—

 
2.1

 
105.1

Issuances under ATM Program
0.1

 
—

 
—

 
0.1

Issuance of units in February 2017 for cash
5.0

 
—

 
0.1

 
5.1

Issuance in October 2017 in connection with the WNRL Merger
108.0

 
—

 
—

 
108.0

Issuance in November 2017 in connection with the Anacortes Logistics Assets acquisition
1.0

 
—

 
—

 
1.0

Issuance of Preferred Units in December 2017
—

 
0.6

 
—

 
0.6

At December 31, 2017
217.1

 
0.6

 
2.2

 
219.9

Issuance in August 2018 in connection with the 2018 Drop Down
28.3

 
—

 
—

 
28.3

Unit-based compensation awards
0.1

 
—

 
—

 
0.1

At December 31, 2018
245.5

 
0.6

 
2.2

 
248.3
Schedule of Total Quarterly Cash Distributions to General and Limited Partners
Total Quarterly Cash Distributions to General and Limited Partners (in millions)
 
Year Ended December 31,
 
2018
 
2017
 
2016
General partner’s distributions:
 
 
 
 
 
General partner’s distributions
$
—

 
$
(6
)
 
$
(10
)
General partner’s IDRs (a)
—

 
(75
)
 
(148
)
Total general partner’s distributions
$
—

 
$
(81
)
 
$
(158
)
 
 
 
 
 
 
Limited partners’ distributions:
 
 
 
 
 
Common
$
(890
)
 
$
(611
)
 
$
(344
)
Total limited partners’ distributions
(890
)
 
(611
)
 
(344
)
Total Cash Distributions
$
(890
)
 
$
(692
)
 
$
(502
)


(a)
As a result of the IDR/GP Transaction that occurred on October 30, 2017, our general partner no longer receives IDRs.