| Equity |
EQUITY AND NET EARNINGS PER UNIT
We had 74,020,088 of publicly held outstanding common units as of September 30, 2017. Additionally, Andeavor owned 34,055,042 of our common units and 2,202,880 of our general partner units (the 2% general partner interest) as of September 30, 2017, which together constitutes a 33% ownership interest in us.
CHANGE IN THE CARRYING AMOUNT OF OUR EQUITY (in millions)
| | | | | | | | | | | | | | Partnership | | Total | | Common | | General Partner | | Balance at December 31, 2016 | $ | 1,608 |
| | $ | (66 | ) | | $ | 1,542 |
| Proceeds from issuance of units, net of issuance costs | 281 |
| | 6 |
| | 287 |
| Distributions to unitholders and general partner (a) | (300 | ) | | (127 | ) | | (427 | ) | Net earnings attributable to partners (b) | 180 |
| | 119 |
| | 299 |
| Contributions (c) | 39 |
| | 2 |
| | 41 |
| Equity offering under ATM Program, net of issuance costs | 3 |
| | — |
| | 3 |
| Other | 1 |
| | 5 |
| | 6 |
| Balance at September 30, 2017 | $ | 1,812 |
| | $ | (61 | ) | | $ | 1,751 |
|
| | (a) | Represents cash distributions declared and paid during the nine months ended September 30, 2017, relating to the fourth quarter of 2016 through the second quarter of 2017. |
| | (b) | See reconciliation of general partner and limited partner’s earnings to amounts recorded to equity for the periods presented. |
| | (c) | 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. |
UNIT ISSUANCE. We closed a registered public offering of 5,000,000 common units representing limited partner interests at a public offering price of $56.19 per unit on February 27, 2017. The net proceeds of $281 million were used to repay borrowings outstanding under our Revolving Credit Facility and for general partnership purposes. Also, general partner units of 101,980 were issued for proceeds of $6 million.
Furthermore, in connection with the WNRL Merger, we issued 15,182,996 publicly held common units and 14,853,542 common units to subsidiaries of Andeavor. In addition, on October 30, 2017, we issued 78.0 million of our common units to TLGP in connection with the IDR/GP Transaction and converted our general partner units into non-economic general partner units. As a result, after giving effect to the WNRL Merger and IDR/GP Transaction, we had 89,203,084 of publicly held outstanding common units and 126,908,584 outstanding common units held by Andeavor, which constituted an approximate 59% ownership interest in us as of October 30, 2017.
ATM PROGRAM. On August 22, 2017, we filed a prospectus supplement to our shelf registration filed with the SEC on August 21, 2015, authorizing the continuous issuance of up to an aggregate of $750 million of common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings (such continuous offering program, or at-the-market program, referred to as our “ATM Program”). During both the three and nine months ended September 30, 2017, we issued an aggregate of 72,857 common units under our ATM Program, generating proceeds of approximately $3 million before issuance costs. The net proceeds from sales under the ATM Program will be used for general partnership purposes, which may include debt repayment, future acquisitions, capital expenditures and additions to working capital.
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 and general partner will receive.
QUARTERLY DISTRIBUTIONS
| | | | | | | | | | | | | Quarter Ended | Quarterly Distribution Per Unit | | Total Cash Distribution including general partner IDRs (in millions) | | Date of Distribution | | Unitholders Record Date | December 31, 2016 | $ | 0.9100 |
| | $ | 140 |
| | February 14, 2017 | | February 3, 2017 | March 31, 2017 (a) | 0.9400 |
| | 140 |
| | May 15, 2017 | | May 5, 2017 | June 30, 2017 (a) | 0.9710 |
| | 147 |
| | August 14, 2017 | | August 4, 2017 | September 30, 2017 (a)(b) | 0.9852 |
| | 201 |
| | November 14, 2017 | | November 3, 2017 |
| | (a) | This distribution is net of $12.5 million waived by TLGP on either IDRs or common units for each of the three months ended September 30, 2017, June 30, 2017, and March 31, 2017. |
| | (b) | This distribution was declared on October 18, 2017 and will be paid on the date of distribution. |
NET EARNINGS PER UNIT
Prior to the three months ended September 30, 2017, 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 IDRs. Net earnings earned by the Partnership were allocated between the limited and general partners in accordance with our partnership agreement through June 30, 2017. We based our calculation of net earnings per limited partner common unit on the weighted average number of common limited partner units outstanding during the period. However, as a result of the IDR/GP Transaction that occurred on October 30, 2017, our general partner and its IDRs no longer participated in earnings or distributions for the three months ended September 30, 2017. All distributions, earnings, and allocations of distributions less than or greater than earnings related to the three months ended September 30, 2017 have been attributed to limited partner common units in existence as of November 3, 2017.
NET EARNINGS PER UNIT (in millions, except per unit amounts)
| | | | | | | | | | | | | | | | | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2017 | | 2016 | | 2017 | | 2016 | Net earnings | $ | 97 |
| | $ | 81 |
| | $ | 299 |
| | $ | 242 |
| Special allocations of net earnings (“Special Allocations”) (a) | — |
| | 2 |
| | 1 |
| | 2 |
| Net earnings, including Special Allocations | 97 |
| | 83 |
| | 300 |
| | 244 |
| General partner’s distributions | — |
| | (3 | ) | | (6 | ) | | (7 | ) | General partner’s IDRs (b) | — |
| | (39 | ) | | (75 | ) | | (105 | ) | Limited partners’ distributions on common units | (201 | ) | | (89 | ) | | (407 | ) | | (250 | ) | Distributions greater than earnings | $ | (104 | ) | | $ | (48 | ) | | $ | (188 | ) | | $ | (118 | ) | General partner’s earnings: | | | | | | | | Distributions | $ | — |
| | $ | 3 |
| | $ | 6 |
| | $ | 7 |
| General partner’s IDRs (b) | — |
| | 39 |
| | 75 |
| | 105 |
| Allocation of distributions greater than earnings (c) | — |
| | (8 | ) | | (2 | ) | | (23 | ) | Total general partner’s earnings | $ | — |
| | $ | 34 |
| | $ | 79 |
| | $ | 89 |
| Limited partners’ earnings on common units: | | | | | | | | Distributions (d) | $ | 201 |
| | $ | 89 |
| | $ | 407 |
| | $ | 250 |
| Special Allocations (a) | — |
| | (2 | ) | | (1 | ) | | (2 | ) | Allocation of distributions greater than earnings | (104 | ) | | (40 | ) | | (186 | ) | | (95 | ) | Total limited partners’ earnings on common units | $ | 97 |
| | $ | 47 |
| | $ | 220 |
| | $ | 153 |
| Weighted average limited partner units outstanding: | | | | | | | | Common units - basic | 108.0 |
| | 101.4 |
| | 107.0 |
| | 96.7 |
| Common units - diluted (e) | 108.1 |
| | 101.4 |
| | 107.1 |
| | 96.8 |
| Net earnings per limited partner unit: | | | | | | | | Common - basic | $ | 0.90 |
| | $ | 0.46 |
| | $ | 2.05 |
| | $ | 1.58 |
| Common - diluted | $ | 0.90 |
| | $ | 0.46 |
| | $ | 2.05 |
| | $ | 1.58 |
|
| | (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 Dropdown Credit Facility in lieu of using all cash on hand to fund the Alaska Storage and Terminalling Assets acquisition. |
| | (b) | 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 $38 million of IDRs waived by TLGP for the nine months ended September 30, 2017, respectively. See Note 11 of our Annual Report on Form 10-K for the year ended December 31, 2016 and Note 1 for further discussion related to IDRs. |
| | (c) | We have revised the historical allocation of general partner earnings to include the Predecessors’ losses of $7 million and $21 million for the three and nine months ended September 30, 2016, respectively. There were no Predecessor losses for the three and nine months ended September 30, 2017. |
| | (d) | Distributions of earnings for limited partners’ common units is net of a $12.5 million waiver from Andeavor in connection with the WNRL Merger for the three and nine months ended September 30, 2017. |
| | (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. |
RECONCILIATION OF GENERAL AND LIMITED PARTNER EARNINGS TO AMOUNTS RECOGNIZED IN EQUITY (in millions)
| | | | | | | | | | | | | | | | | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2017 | | 2016 | | 2017 | | 2016 | Total general partner’s earnings | $ | — |
| | $ | 34 |
| | $ | 79 |
| | $ | 89 |
| Impact of general partner units and IDRs (a) | 40 |
| | — |
| | 40 |
| | — |
| Net earnings attributed to general partner equity | $ | 40 |
| | $ | 34 |
| | $ | 119 |
| | $ | 89 |
| | | | | | | | | Total limited partners’ earnings on common units | $ | 97 |
| | $ | 47 |
| | $ | 220 |
| | $ | 153 |
| Impact of general partner units and IDRs (a) | (40 | ) | | — |
| | (40 | ) | | — |
| Net earnings attributed to limited partners’ equity | $ | 57 |
| | $ | 47 |
| | $ | 180 |
| | $ | 153 |
|
| | (a) | Total general partner earnings and limited partner earnings on common units for the three and nine months ended September 30, 2017 differ from the amounts recognized in equity as of September 30, 2017. The table above reconciles general and limited earnings calculated using the ownership structure in place after the WNRL Merger and IDR/GP Transaction to amounts recorded to equity as of September 30, 2017 by showing the earnings that were allocated to the general partner’s capital account based on the ownership structure in place for three months ended September 30, 2017. |
|
| Earnings Per Share |
Prior to the three months ended September 30, 2017, 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 IDRs. Net earnings earned by the Partnership were allocated between the limited and general partners in accordance with our partnership agreement through June 30, 2017. We based our calculation of net earnings per limited partner common unit on the weighted average number of common limited partner units outstanding during the period. However, as a result of the IDR/GP Transaction that occurred on October 30, 2017, our general partner and its IDRs no longer participated in earnings or distributions for the three months ended September 30, 2017. All distributions, earnings, and allocations of distributions less than or greater than earnings related to the three months ended September 30, 2017 have been attributed to limited partner common units in existence as of November 3, 2017.
NET EARNINGS PER UNIT (in millions, except per unit amounts)
| | | | | | | | | | | | | | | | | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2017 | | 2016 | | 2017 | | 2016 | Net earnings | $ | 97 |
| | $ | 81 |
| | $ | 299 |
| | $ | 242 |
| Special allocations of net earnings (“Special Allocations”) (a) | — |
| | 2 |
| | 1 |
| | 2 |
| Net earnings, including Special Allocations | 97 |
| | 83 |
| | 300 |
| | 244 |
| General partner’s distributions | — |
| | (3 | ) | | (6 | ) | | (7 | ) | General partner’s IDRs (b) | — |
| | (39 | ) | | (75 | ) | | (105 | ) | Limited partners’ distributions on common units | (201 | ) | | (89 | ) | | (407 | ) | | (250 | ) | Distributions greater than earnings | $ | (104 | ) | | $ | (48 | ) | | $ | (188 | ) | | $ | (118 | ) | General partner’s earnings: | | | | | | | | Distributions | $ | — |
| | $ | 3 |
| | $ | 6 |
| | $ | 7 |
| General partner’s IDRs (b) | — |
| | 39 |
| | 75 |
| | 105 |
| Allocation of distributions greater than earnings (c) | — |
| | (8 | ) | | (2 | ) | | (23 | ) | Total general partner’s earnings | $ | — |
| | $ | 34 |
| | $ | 79 |
| | $ | 89 |
| Limited partners’ earnings on common units: | | | | | | | | Distributions (d) | $ | 201 |
| | $ | 89 |
| | $ | 407 |
| | $ | 250 |
| Special Allocations (a) | — |
| | (2 | ) | | (1 | ) | | (2 | ) | Allocation of distributions greater than earnings | (104 | ) | | (40 | ) | | (186 | ) | | (95 | ) | Total limited partners’ earnings on common units | $ | 97 |
| | $ | 47 |
| | $ | 220 |
| | $ | 153 |
| Weighted average limited partner units outstanding: | | | | | | | | Common units - basic | 108.0 |
| | 101.4 |
| | 107.0 |
| | 96.7 |
| Common units - diluted (e) | 108.1 |
| | 101.4 |
| | 107.1 |
| | 96.8 |
| Net earnings per limited partner unit: | | | | | | | | Common - basic | $ | 0.90 |
| | $ | 0.46 |
| | $ | 2.05 |
| | $ | 1.58 |
| Common - diluted | $ | 0.90 |
| | $ | 0.46 |
| | $ | 2.05 |
| | $ | 1.58 |
|
| | (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 Dropdown Credit Facility in lieu of using all cash on hand to fund the Alaska Storage and Terminalling Assets acquisition. |
| | (b) | 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 $38 million of IDRs waived by TLGP for the nine months ended September 30, 2017, respectively. See Note 11 of our Annual Report on Form 10-K for the year ended December 31, 2016 and Note 1 for further discussion related to IDRs. |
| | (c) | We have revised the historical allocation of general partner earnings to include the Predecessors’ losses of $7 million and $21 million for the three and nine months ended September 30, 2016, respectively. There were no Predecessor losses for the three and nine months ended September 30, 2017. |
| | (d) | Distributions of earnings for limited partners’ common units is net of a $12.5 million waiver from Andeavor in connection with the WNRL Merger for the three and nine months ended September 30, 2017. |
| | (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. |
|