CHANGE IN THE CARRYING AMOUNT OF OUR EQUITY (in millions)



				Partnership
	Equity of Predecessors (a)			Common			General Partner			Noncontrolling Interest			Total
Balance at December 31, 2015	$	16		$	1,707		$	(13	)	$	84		$	1,794
Sponsor contributions of equity to the Predecessors	34			—			—			—			34
Loss attributable to the Predecessors	(4		)	—			—			—			(4		)
Allocation of net assets acquired by the unitholders (b)	(46		)	40			6			—			—
Equity offering under ATM Program, net of issuance costs	—			71			—			—			71
Proceeds from issuance of units, net of issuance costs	—			293			—			—			293
Effect of deconsolidation of RGS (c)	—			(2		)	—			(84		)	(86		)
Quarterly distributions to unitholders and general partner(d)	—			(234		)	(95		)	—			(329		)
Distributions to unitholders and general partner related to acquisitions (b)	—			(321		)	(79		)	—			(400		)
Net earnings attributable to partners	—			154			109			—			263
Contributions (e)	—			17			2			—			19
Other	—			4			4			—			8
Balance at September 30, 2016	$	—		$	1,729		$	(66	)	$	—		$	1,663


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

(b)

Distributions to unitholders and general partner include $400 million in cash payments for the Alaska Storage and Terminalling Assets acquisition from Tesoro. As an entity under common control with Tesoro, we record the assets that we acquire from Tesoro in our consolidated balance sheets at Tesoro’s historical book value instead of fair value, and any excess of cash paid over the historical book value of the assets acquired from Tesoro is recorded within equity. As a result of this accounting treatment, this transaction resulted in a net decrease of $354 million in our equity balance during the nine months ended September 30, 2016.


(c)	As a result of the reassessment performed, we deconsolidated RGS causing the derecognition of noncontrolling interest and an opening equity impact totaling $86 million. The cumulative effect to opening equity of $2 million related to the difference in earnings under the equity method of accounting in prior periods.


(d)	Represents cash distributions declared and paid during the nine months ended September 30, 2016 relating to the fourth quarter of 2015 through the second quarter of 2016.


(e)	Includes Tesoro 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.