| CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Separate condensed consolidating financial information of Tesoro Logistics LP (the “Parent”), subsidiary guarantors and non-guarantors are presented below. QEPFS, our wholly-owned subsidiary acquired on December 2, 2014, and certain of its subsidiaries were elected guarantors of these obligations in January 2015. As of December 31, 2015, TLLP and certain subsidiary guarantors have fully and unconditionally guaranteed our registered 2020 Senior Notes and 2021 Senior Notes. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information, which should be read in conjunction with the accompanying combined consolidated financial statements and notes thereto. The December 31, 2014 balance sheet has been adjusted to conform to the guarantor structure as of December 31, 2015, and now includes QEPM and Green River Processing, LLC within the guarantor subsidiaries column as a result of the Merger. This information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of the Partnership’s subsidiary guarantors are not included because the guarantees are full and unconditional and these subsidiary guarantors are wholly-owned and are jointly and severally liable for TLLP’s outstanding senior notes. The separate condensed consolidating financial information is presented using the equity method of accounting for investments in subsidiaries. Intercompany transactions between subsidiaries are presented gross and eliminated in the consolidating adjustments column.
The parent company of the Partnership has no independent assets or operations and, prior to the Rockies Natural Gas Business Acquisition, the Partnership’s operations were only conducted by wholly-owned guarantor subsidiaries, other than Tesoro Logistics Finance Corp., an indirect wholly-owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of any debt securities. The guarantees are full and unconditional and joint and several, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture. There were no significant restrictions on the ability of the Partnership or any guarantor to obtain funds from its subsidiaries by dividend or loan. None of the assets of the Partnership or its guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act. As a result, we have not provided condensed consolidating financial information for the year ended December 31, 2013.
Condensed Consolidating Statement of Operations for the Year Ended December 31, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Non-Guarantors | | Consolidating Adjustments | | Consolidated | Revenues | | | | | | | | | | Affiliate | $ | — |
| | $ | 615 |
| | $ | 28 |
| | $ | (28 | ) | | $ | 615 |
| Third-party | — |
| | 492 |
| | 5 |
| | — |
| | 497 |
| Total Revenues | — |
| | 1,107 |
| | 33 |
| | (28 | ) | | 1,112 |
| Costs and Expenses | | | | | | | | | | Operating and maintenance expenses | 15 |
| | 463 |
| | 1 |
| | (28 | ) | | 451 |
| Imbalance settlement gains, net and reimbursements | — |
| | (40 | ) | | — |
| | — |
| | (40 | ) | General and administrative expenses | 29 |
| | 73 |
| | — |
| | — |
| | 102 |
| Depreciation and amortization expenses | 1 |
| | 162 |
| | 16 |
| | — |
| | 179 |
| Loss on asset disposals and impairments | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Total Costs and Expenses | 45 |
| | 659 |
| | 17 |
| | (28 | ) | | 693 |
| Operating Income (Loss) | (45 | ) | | 448 |
| | 16 |
| | — |
| | 419 |
| Interest and financing costs, net | — |
| | (140 | ) | | (10 | ) | | — |
| | (150 | ) | Equity in earnings of unconsolidated affiliates | — |
| | 7 |
| | — |
| | — |
| | 7 |
| Equity in earnings of subsidiaries | 300 |
| | 3 |
| | — |
| | (303 | ) | | — |
| Income tax expense | — |
| | (1 | ) | | — |
| | — |
| | (1 | ) | Net Earnings | $ | 255 |
| | $ | 317 |
| | $ | 6 |
| | $ | (303 | ) | | $ | 275 |
| | | | | | | | | | | Loss attributable to Predecessors (a) | 17 |
| | — |
| | — |
| | — |
| | 17 |
| Net earnings attributable to noncontrolling interest | — |
| | (17 | ) | | (3 | ) | | — |
| | (20 | ) | Net earnings attributable to partners | $ | 272 |
| | $ | 300 |
| | $ | 3 |
| | $ | (303 | ) | | $ | 272 |
|
____________ | | (a) | Amounts attributable to Predecessors have been reflected in the Parent column. |
Condensed Consolidating Statement of Operations for the Year Ended December 31, 2014 (In millions) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Non-Guarantors | | Consolidating Adjustments | | Consolidated | Revenues | | | | | | | | | | Affiliate | $ | 6 |
| | $ | 491 |
| | $ | 2 |
| | $ | (2 | ) | | $ | 497 |
| Third-party | — |
| | 103 |
| | — |
| | — |
| | 103 |
| Total Revenues | 6 |
| | 594 |
| | 2 |
| | (2 | ) | | 600 |
| Costs and Expenses | | | | | | | | | | Operating and maintenance expenses | 27 |
| | 283 |
| | — |
| | (2 | ) | | 308 |
| Imbalance settlement gains, net and reimbursements | — |
| | (43 | ) | | — |
| | — |
| | (43 | ) | General and administrative expenses | 37 |
| | 37 |
| | — |
| | — |
| | 74 |
| Depreciation and amortization expenses | 2 |
| | 75 |
| | 1 |
| | — |
| | 78 |
| Gain on asset disposals and impairments | — |
| | (4 | ) | | — |
| | — |
| | (4 | ) | Total Costs and Expenses | 66 |
| | 348 |
| | 1 |
| | (2 | ) | | 413 |
| Operating Income (Loss) | (60 | ) | | 246 |
| | 1 |
| | — |
| | 187 |
| Interest and financing costs, net | — |
| | (105 | ) | | (4 | ) | | — |
| | (109 | ) | Equity in earnings of unconsolidated affiliates | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Equity in earnings (loss) of subsidiaries | 136 |
| | (3 | ) | | — |
| | (133 | ) | | — |
| Net Earnings (Loss) | $ | 76 |
| | $ | 139 |
| | $ | (3 | ) | | $ | (133 | ) | | $ | 79 |
| | | | | | | | | | | Loss attributable to Predecessors (a) | 23 |
| | — |
| | — |
| | — |
| | 23 |
| Net earnings attributable to noncontrolling interest | — |
| | (3 | ) | | — |
| | — |
| | (3 | ) | Net earnings (loss) attributable to partners | $ | 99 |
| | $ | 136 |
| | $ | (3 | ) | | $ | (133 | ) | | $ | 99 |
|
____________ | | (a) | Amounts attributable to Predecessors have been reflected in the Parent column. |
Condensed Consolidating Balance Sheet as of December 31, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Non-Guarantors | | Consolidating Adjustments | | Consolidated | ASSETS | Current Assets | | | | | | | | | | Cash and cash equivalents | $ | 11 |
| | $ | 2 |
| | $ | 3 |
| | $ | — |
| | $ | 16 |
| Receivables, net | | |
|
| | | | | | | Trade | — |
| | 138 |
| | 1 |
| | — |
| | 139 |
| Affiliate | 5 |
| | 80 |
| | — |
| | — |
| | 85 |
| Other | — |
| | — |
| | — |
| | — |
| | — |
| Prepayments and other | 4 |
| | 8 |
| | — |
| | — |
| | 12 |
| Total Current Assets | 20 |
| | 228 |
| | 4 |
| | — |
| | 252 |
| Net property, plant and equipment | — |
| | 3,087 |
| | 363 |
| | — |
| | 3,450 |
| Intangibles | — |
| | 976 |
| | — |
| | — |
| | 976 |
| Goodwill | — |
| | 111 |
| | 19 |
| | — |
| | 130 |
| Investment in unconsolidated affiliates | — |
| | 58 |
| | — |
| | — |
| | 58 |
| Investments in subsidiaries | 4,929 |
| | 284 |
| | — |
| | (5,213 | ) | | — |
| Long-term intercompany receivable | — |
| | 381 |
| | — |
| | (381 | ) | | — |
| Other noncurrent assets | 1 |
| | 25 |
| | — |
| | — |
| | 26 |
| Total Assets | $ | 4,950 |
| | $ | 5,150 |
| | $ | 386 |
| | $ | (5,594 | ) | | $ | 4,892 |
| | | | | | | | | | | LIABILITIES AND EQUITY | Current Liabilities | | | | | | | | | | Accounts payable | | | | | | | | | | Trade | $ | 1 |
| | $ | 82 |
| | $ | — |
| | $ | — |
| | $ | 83 |
| Affiliate | 3 |
| | 45 |
| | — |
| | — |
| | 48 |
| Accrued interest and financing costs | 31 |
| | — |
| | — |
| | — |
| | 31 |
| Other current liabilities | 22 |
| | 37 |
| | — |
| | — |
| | 59 |
| Total Current Liabilities | 57 |
| | 164 |
| | — |
| | — |
| | 221 |
| Long-term intercompany payable | 363 |
| | — |
| | 18 |
| | (381 | ) | | — |
| Other noncurrent liabilities | — |
| | 49 |
| | — |
| | — |
| | 49 |
| Debt | 2,836 |
| | 8 |
| | — |
| | — |
| | 2,844 |
| Equity - TLLP | 1,694 |
| | 4,929 |
| | 284 |
| | (5,213 | ) | | 1,694 |
| Equity - Noncontrolling interest | — |
| | — |
| | 84 |
| | — |
| | 84 |
| Total Liabilities and Equity | $ | 4,950 |
| | $ | 5,150 |
| | $ | 386 |
| | $ | (5,594 | ) | | $ | 4,892 |
|
Condensed Consolidating Balance Sheet as of December 31, 2014 (In millions) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Non-Guarantors | | Consolidating Adjustments | | Consolidated | ASSETS | Current Assets | | | | | | | | | | Cash and cash equivalents | $ | — |
| | $ | 17 |
| | $ | 2 |
| | $ | — |
| | $ | 19 |
| Receivables, net | | | | | | | | | | Trade | — |
| | 121 |
| | 1 |
| | — |
| | 122 |
| Affiliate | 3 |
| | 66 |
| | — |
| | — |
| | 69 |
| Other | — |
| | 18 |
| | — |
| | — |
| | 18 |
| Prepayments and other | 3 |
| | 4 |
| | — |
| | — |
| | 7 |
| Total Current Assets | 6 |
| | 226 |
| | 3 |
| | — |
| | 235 |
| Net property, plant and equipment | 39 |
| | 2,918 |
| | 386 |
| | — |
| | 3,343 |
| Intangibles | — |
| | 973 |
| | — |
| | — |
| | 973 |
| Goodwill | — |
| | 164 |
| | — |
| | — |
| | 164 |
| Investment in unconsolidated affiliates | — |
| | 57 |
| | — |
| | — |
| | 57 |
| Investments in subsidiaries | 4,233 |
| | 302 |
| | — |
| | (4,535 | ) | | — |
| Long-term intercompany receivable | — |
| | 191 |
| | 1 |
| | (192 | ) | | — |
| Other noncurrent assets | — |
| | 30 |
| | — |
| | — |
| | 30 |
| Total Assets | $ | 4,278 |
| | $ | 4,861 |
| | $ | 390 |
| | $ | (4,727 | ) | | $ | 4,802 |
| | | | | | | | | | | LIABILITIES AND EQUITY | Current Liabilities | | | | | | | | | | Accounts payable | | | | | | | | | | Trade | $ | 8 |
| | $ | 133 |
| | $ | — |
| | $ | — |
| | $ | 141 |
| Affiliate | 3 |
| | 50 |
| | — |
| | — |
| | 53 |
| Accrued interest and financing costs | 28 |
| | — |
| | — |
| | — |
| | 28 |
| Other current liabilities | 23 |
| | 45 |
| | — |
| | — |
| | 68 |
| Total Current Liabilities | 62 |
| | 228 |
| | — |
| | — |
| | 290 |
| Long-term intercompany payable | 192 |
| | — |
| | — |
| | (192 | ) | | — |
| Other noncurrent liabilities | — |
| | 43 |
| | 2 |
| | — |
| | 45 |
| Debt | 2,536 |
| | 8 |
| | — |
| | — |
| | 2,544 |
| Equity - TLLP | 1,488 |
| | 4,233 |
| | 302 |
| | (4,535 | ) | | 1,488 |
| Equity - Noncontrolling interest | — |
| | 349 |
| | 86 |
| | — |
| | 435 |
| Total Liabilities and Equity | $ | 4,278 |
| | $ | 4,861 |
| | $ | 390 |
| | $ | (4,727 | ) | | $ | 4,802 |
|
Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2015 (In millions) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Non-Guarantors | | Consolidating Adjustments | | Consolidated | Cash Flows From (Used In) Operating Activities | | | | | | | | | | Net cash from (used in) operating activities | $ | (34 | ) | | $ | 499 |
| | $ | 22 |
| | $ | (28 | ) | | $ | 459 |
| Cash Flows From (Used In) Investing Activities |
|
| | | | | | | | | Capital expenditures | (4 | ) | | (306 | ) | | — |
| | — |
| | (310 | ) | Acquisitions | — |
| | 2 |
| | (8 | ) | | — |
| | (6 | ) | Investments in subsidiaries | (45 | ) | | — |
| | — |
| | 45 |
| | — |
| Net cash used in investing activities | (49 | ) | | (304 | ) | | (8 | ) | | 45 |
| | (316 | ) | Cash Flows From (Used In) Financing Activities |
|
| | | | | | | | | Proceeds from debt offering | 250 |
| | — |
| | — |
| | — |
| | 250 |
| Proceeds from issuance of common units, net of issuance costs | 95 |
| | — |
| | — |
| | — |
| | 95 |
| Proceeds from issuance of general partner units, net of issuance costs | 4 |
| | — |
| | — |
| | — |
| | 4 |
| Distributions to noncontrolling interest | — |
| | (15 | ) | | (7 | ) | | — |
| | (22 | ) | Distributions in connection with acquisitions | (250 | ) | | — |
| | — |
| | — |
| | (250 | ) | Quarterly distributions to unitholders | (240 | ) | | — |
| | — |
| | — |
| | (240 | ) | Quarterly distributions to general partner | (68 | ) | | — |
| | (28 | ) | | 28 |
| | (68 | ) | Repayments under revolving credit agreement | (431 | ) | | — |
| | — |
| | — |
| | (431 | ) | Borrowings under revolving credit agreement | 476 |
| | — |
| | — |
| | — |
| | 476 |
| Contributions by parent | — |
| | 45 |
| | — |
| | (45 | ) | | — |
| Intercompany borrowings (payments) | 218 |
| | (240 | ) | | 22 |
| | — |
| | — |
| Sponsor contributions of equity to the Predecessors | 20 |
| | — |
| | — |
| | — |
| | 20 |
| Financing costs | (2 | ) | | — |
| | — |
| | — |
| | (2 | ) | Capital contributions by affiliate | 22 |
| | — |
| | — |
| | — |
| | 22 |
| Net cash from (used in) financing activities | 94 |
| | (210 | ) | | (13 | ) | | (17 | ) | | (146 | ) | Increase (Decrease) in Cash and Cash Equivalents | 11 |
| | (15 | ) | | 1 |
| | — |
| | (3 | ) | Cash and Cash Equivalents, Beginning of Year | — |
| | 17 |
| | 2 |
| | — |
| | 19 |
| Cash and Cash Equivalents, End of Year | $ | 11 |
| | $ | 2 |
| | $ | 3 |
| | $ | — |
| | $ | 16 |
|
Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2014 (In millions) | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Non-Guarantors | | Consolidating Adjustments | | Consolidated | Cash Flows From (Used In) Operating Activities | | | | | | | | | | Net cash from (used in) operating activities | $ | (42 | ) | | $ | 210 |
| | $ | (2 | ) | | $ | — |
| | $ | 166 |
| Cash Flows From (Used In) Investing Activities | | | | | | | | | | Capital expenditures | (7 | ) | | (197 | ) | | — |
| | — |
| | (204 | ) | Acquisitions | — |
| | (2,175 | ) | | (304 | ) | | — |
| | (2,479 | ) | Investments in subsidiaries | (2,510 | ) | | — |
| | — |
| | 2,510 |
| | — |
| Distributions to parent | 16 |
| | (16 | ) | | — |
| | — |
| | — |
| Proceeds from sale of assets | — |
| | 10 |
| | — |
| | — |
| | 10 |
| Net cash used in investing activities | (2,501 | ) | | (2,378 | ) | | (304 | ) | | 2,510 |
| | (2,673 | ) | Cash Flows From (Used In) Financing Activities | | | | | | | | | | Proceeds from debt offering | 1,300 |
| | — |
| | — |
| | — |
| | 1,300 |
| Proceeds from issuance of common units, net of issuance costs | 1,449 |
| | — |
| | — |
| | — |
| | 1,449 |
| Proceeds from issuance of general partner units, net of issuance costs | 29 |
| | — |
| | — |
| | — |
| | 29 |
| Distributions in connection with acquisitions | (243 | ) | | — |
| | — |
| | — |
| | (243 | ) | Quarterly distributions to unitholders | (148 | ) | | — |
| | — |
| | — |
| | (148 | ) | Quarterly distributions to general partner | (35 | ) | | — |
| | — |
| | — |
| | (35 | ) | Repayments under revolving credit agreement | (386 | ) | | — |
| | — |
| | — |
| | (386 | ) | Borrowings under revolving credit agreement | 646 |
| | — |
| | — |
| | — |
| | 646 |
| Repayments of senior notes | (130 | ) | | — |
| | — |
| | — |
| | (130 | ) | Contributions by parent | — |
| | 2,205 |
| | 305 |
| | (2,510 | ) | | — |
| Intercompany borrowings (payments) | 17 |
| | (20 | ) | | 3 |
| | — |
| | — |
| Sponsor contributions of equity to the Predecessors | 27 |
| | — |
| | — |
| | — |
| | 27 |
| Financing costs | (32 | ) | | — |
| | — |
| | — |
| | (32 | ) | Capital contributions by affiliate | 26 |
| | — |
| | — |
| | — |
| | 26 |
| Net cash from financing activities | 2,520 |
| | 2,185 |
| | 308 |
| | (2,510 | ) | | 2,503 |
| Increase (Decrease) in Cash and Cash Equivalents | (23 | ) | | 17 |
| | 2 |
| | — |
| | (4 | ) | Cash and Cash Equivalents, Beginning of Year | 23 |
| | — |
| | — |
| | — |
| | 23 |
| Cash and Cash Equivalents, End of Year | $ | — |
| | $ | 17 |
| | $ | 2 |
| | $ | — |
| | $ | 19 |
|
|