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8-K - FORM 8-K - ANDEAVOR LOGISTICS LPandx3q20188-kearningsrelea.htm


Exhibit 99.1
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Andeavor Logistics LP Reports Third Quarter 2018 Results

Reported third quarter net earnings of $166 million and EBITDA of $309 million, which provided 1.05x distribution coverage and 3.7x leverage
Terminalling and Transportation segment operating income of $140 million and EBITDA of $180 million benefited by drop downs and strong refined product demand
Gathering and Processing segment operating income of $80 million and EBITDA of $130 million driven by drop downs and Permian volume growth
Successfully completed 2018 Drop Down of Permian, Refining Logistics and Asphalt Assets
General partner now owned by Marathon Petroleum Corporation

FINDLAY, Ohio, November 7, 2018 - Andeavor Logistics LP (NYSE: ANDX) today reported third quarter 2018 net earnings of $166 million, compared with $90 million in the third quarter 2017. Earnings before interest, taxes, depreciation and amortization (EBITDA) was $309 million, compared with $243 million in the third quarter 2017. The year-over-year increase in earnings was primarily driven by the drop down completed in August 2018, in addition to continued strength in the Permian. Third quarter 2018 net earnings and EBITDA also reflected approximately $6 million of transaction costs related to recent acquisitions.

“We are pleased to add Andeavor Logistics to the Marathon Petroleum family,” said Gary R. Heminger, chairman and chief executive officer. “The addition of this business deepens our presence in the Permian and Bakken regions and expands our footprint to the West Coast.”

During the quarter, Andeavor Logistics expanded its Permian and Bakken footprint through a $1.6 billion drop down from Andeavor (the 2018 Drop Down). The 2018 Drop Down included gathering, storage and transportation assets in the Permian and Bakken regions, the Conan Crude Oil Gathering System, and the Los Angeles Refinery Interconnect Pipeline. The assets contributed net earnings of $16 million and EBITDA of $26 million in the third quarter, and are expected to generate annual net earnings of approximately $110 million and EBITDA of approximately $200 million in 2019.

“As we continue to enhance our understanding of this business, our focus financially will be on meaningfully higher distribution coverage, leverage levels at or below 4.0x debt-to-EBITDA, no planned public equity issuances, and independent sustainability with limited parent support," Heminger added.



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Three Months Ended
September 30,
 
Nine Months Ended
September 30,
($ in millions)
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Net Earnings
$
166

 
$
90

 
$
429

 
$
253

Segment Operating Income
 
 
 
 
 
 
 
Terminalling and Transportation
$
140

 
$
103

 
$
351

 
$
290

Gathering and Processing
80

 
50

 
226

 
158

Wholesale
7

 
7

 
22

 
9

 
 
 
 
 
 
 
 
EBITDA (b)
$
309

 
$
243

 
$
869

 
$
668

Segment EBITDA (b)
 
 
 
 
 
 
 
Terminalling and Transportation
$
180

 
$
142

 
$
474

 
$
384

Gathering and Processing
130

 
103

 
391

 
299

Wholesale
11

 
9

 
31

 
12

 
 
 
 
 
 
 
 
Net Cash From Operating Activities
$
172

 
$
225

 
$
719

 
$
524

Distributable Cash Flow Attributable to Common Unitholders (b)
$
251

 
$
148

 
$
664

 
$
477

 
 
 
 
 
 
 
 
Total Distributions to be Paid to Common Unitholders
$
238

 
$
201

 
$
652

 
$
488

Distribution Coverage Ratio (b)
1.05x

 
0.74x

 
1.02x

 
0.98x


(a)
Adjusted to include the historical results of the Predecessors. See “Items Impacting Comparability.”
(b)
For more information on EBITDA, Segment EBITDA, Distributable Cash Flow Attributable to Common Unitholders and Distribution Coverage Ratio, see “Non-GAAP Measures.”

Segment Results
Terminalling and Transportation
Terminalling and Transportation segment operating income was $140 million for the third quarter 2018, an increase of $37 million from the prior year, and segment EBITDA was $180 million, an increase of $38 million from the prior year. The year-over-year increase was primarily attributable to contributions from the 2018 Drop Down, the Western Refining Logistics acquisition, the 2017 Anacortes Logistics Asset drop down and organic growth. The 2018 Drop Down contributed $10 million of segment operating income and $19 million of segment EBITDA in the Terminalling and Transportation segment during the quarter.

Gathering and Processing
Gathering and Processing segment operating income was $80 million for the third quarter 2018, an increase of $30 million from the prior year, and segment EBITDA was $130 million, an increase of $27 million from the prior year. The year-over-year increase was primarily attributable to Permian Basin crude oil volume growth and contributions from the Western Refining Logistics acquisition. The 2018 Drop Down contributed $2 million of segment operating income and $7 million of segment EBITDA in the Gathering and Processing segment during the quarter.

Wholesale
Wholesale segment operating income was $7 million for the third quarters of both 2018 and 2017, and segment EBITDA for the third quarter 2018 was $11 million, an increase of $2 million from the prior year. This year-over-year increase in segment EBITDA was driven by a higher margin environment.


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Balance Sheet and Cash Flow
Net cash from operating activities was $172 million in the third quarter 2018, and distributable cash flow attributable to common unitholders for the third quarter was $251 million. Andeavor Logistics ended the third quarter 2018 with $30 million of cash and approximately $1.0 billion of availability under its revolving credit facilities. Total debt, net of unamortized issuance costs was $4.8 billion. The company's leverage ratio was 3.7x at September 30, 2018.

Net capital expenditures for the third quarter 2018 were $175 million, which included $159 million of growth investments and $16 million of net maintenance capital. Andeavor Logistics expects to invest approximately $640 million in growth investments and $80 million in net maintenance capital in 2018. Capital expenditures for 2018 have been retrospectively adjusted to include the historical investments of the assets from the 2018 Drop Down prior to the August 6, 2018 effective date of the acquisition.

On October 26, 2018, Andeavor Logistics announced a quarterly cash distribution of $1.03 per limited partnership unit, or $4.12 on an annualized basis. The distribution coverage ratio was 1.05x for the third quarter 2018. Distributable cash flow attributable to common unitholders of $251 million includes an $18 million benefit related to revenue recognition accounting standards, timing on recognition of minimum volume commitments, and expenses related to recent transactions.

Conference Call
At 9 a.m. EST today, Andeavor Logistics will hold a conference call and webcast to discuss reported results and provide an update on operations. Interested parties may listen by visiting Andeavor Logistics’ website at http://www.andeavorlogistics.com and clicking on the “Investors” link. A replay of the webcast will be available on the company’s website for two weeks. Financial information, including the earnings release and other investor-related material, will also be available online prior to the conference call and webcast at http://www.ir.andeavorlogistics.com.

2018 Investor Day
Marathon Petroleum Corporation, MPLX LP, and Andeavor Logistics will host their 2018 Investor Day at the Mandarin Oriental Hotel in New York City on December 4, 2018 at 8:30 a.m. EST. Reservations are required to attend. Interested parties can request an invitation by contacting the Investor Relations department via email at investorrelations@marathonpetroleum.com. The presentation will also be webcast live at http://marathonpetroleum.com, http://mplx.com, and http://andeavorlogistics.com.

About Andeavor Logistics LP
Andeavor Logistics LP is a fee-based, full-service, diversified midstream logistics company, with integrated assets across the western and mid-continent regions of the United States. Andeavor Logistics operates through three business segments: Terminalling and Transportation, Gathering and Processing and Wholesale. The Terminalling and Transportation segment consists of marine terminals, refined product truck terminals, rail terminals, dedicated storage facilities and transportation pipelines. The Gathering and Processing segment consists of crude oil gathering systems and pipelines as well as natural gas gathering pipelines, processing facilities and fractionation facilities. The Wholesale segment consists of a fee-based fuel wholesale business. Andeavor Logistics is a Delaware limited partnership headquartered in Findlay, Ohio.


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This press release contains "forward-looking" statements within the meaning of federal securities laws regarding ANDX. These forward-looking statements relate to, among other things, expectations, estimates and projections concerning our business strategies. You can identify forward-looking statements by words such as "anticipate," "approach," "believe," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "objective," "opportunity," "outlook," "plan," "position," "pursue," "prospective," "predict," "project," "potential," "seek," "strategy," "target," "could," "may," "should," "would," "will" or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Factors that could cause ANDX's actual results to differ materially from those implied in the forward-looking statements include without limitation: the amount and timing of future distributions; our ability to achieve coverage improvement and distributable cash growth; our ability to execute a funding model with no additional equity issuances and limited parent support; net earnings and EBITDA run rate; our ability to achieve our financial and strategic targets; negative capital market conditions, including an increase of the current yield on common units; our financial position, liquidity and capital resources, including available capacity under our credit facilities and access to debt on commercially reasonable terms; our financial and operational outlook, and ability to fulfill that outlook; our Permian Basin growth strategy, expected capital investment, and expectations related to increasing customer demand and additional future growth opportunities; the August 2018 drop down from Andeavor, including the expected benefits thereof and the annual net earnings and EBITDA expected to be generated thereby; the status and expected timing of our current projects, including capital investments; the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products; completion of midstream infrastructure by competitors; disruptions due to equipment interruption or failure, including electrical shortages and power grid failures; the suspension, reduction or termination of MPC/Andeavor’s obligations under ANDX’s commercial agreements; continued/further volatility in and/or degradation of market and industry conditions and their effects on our business; our ability to manage disruptions in credit markets or changes to our credit rating; adverse changes in laws including with respect to tax and regulatory matters; compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations and/or enforcement actions initiated thereunder; adverse results in litigation; changes to ANDX's capital budget; other risk factors inherent to ANDX's industry; and the factors set forth under the heading "Risk Factors" in ANDX's Annual Report on Form 10-K for the year ended Dec. 31, 2017, filed with the Securities and Exchange Commission ("SEC"). Factors that could cause MPC’s actual results to differ materially from those implied in the forward-looking statements include: risks related to MPC’s acquisition of Andeavor; future levels of revenues, refining and marketing margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share; the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks; consumer demand for refined products; MPC’s ability to manage disruptions in credit markets or changes to its credit rating; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; the success or timing of completion of ongoing or anticipated capital or maintenance projects; the reliability of processing units and other equipment; business strategies, growth opportunities and expected investment; MPC's share repurchase authorizations, including the timing and amounts of any common stock repurchases; the adequacy of capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute the business plan and to effect any share repurchases, including within the expected timeframe; the effect of restructuring

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or reorganization of business components; the potential effects of judicial or other proceedings on its business, financial condition, results of operations and cash flows; continued or further volatility in and/or degradation of general economic, market, industry or business conditions; compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the Renewable Fuel Standard, and/or enforcement actions initiated thereunder; the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation; the impact of adverse market conditions; risks related to Andeavor Logistics described above and similar risks related to MPLX LP; and the factors set forth under the heading "Risk Factors" in MPC's Annual Report on Form 10-K for the year ended Dec. 31, 2017, and in MPC's Form 10-Q for the quarter ended June 30, 2018, filed with Securities and Exchange Commission (SEC). We have based our forward-looking statements on our current expectations, estimates and projections about our industry. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law. Copies of ANDX's Form 10-K and Forms 10-Q are available on the SEC website, ANDX's website at http://www.andeavorlogistics.com or by contacting ANDX's Investor Relations office. Copies of MPC's Form 10-K and Forms 10-Q are available on the SEC website, MPC's website at http://ir.marathonpetroleum.com or by contacting MPC's Investor Relations office.

Investor Relations Contact:
Kristina Kazarian (419) 421-2071

Media Contact:
Chuck Rice (419) 421-2521

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Non-GAAP Measures

As a supplement to our financial information presented in accordance with accounting principles generally accepted in the United States of America (“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 measures:

EBITDA - U.S. GAAP-based net earnings before interest, income taxes, and depreciation and amortization expense;
Pro forma LTM EBITDA - Last twelve months (“LTM”) of our EBITDA adjusted for pro forma contributions from acquisitions; and
Segment EBITDA - 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 measures:

Distributable Cash Flow - 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;
Distributable Cash Flow Attributable to Common Unitholders - Distributable Cash Flow minus distributions associated with the preferred units;
Distribution Coverage Ratio - Distributable Cash Flow Attributable to Common Unitholders divided by total distributions to be paid to common unitholders for the reporting period; and
Leverage Ratio - Total debt divided by Pro forma LTM EBITDA.

Operating performance non-GAAP measure:

Average Margin on Natural Gas Liquids (“NGLs”) Sales per Barrel - NGL sales revenues minus amounts recognized as NGL expense divided by our NGL sales volumes in barrels; and
Average Wholesale Fuel Sales Margin per Gallon - Wholesale fuel revenues minus 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. See “Reconciliation of Amounts Reported Under U.S. GAAP,” “Segment Reconciliation of Amounts Reported Under U.S. GAAP,” “Average Margin on NGL Sales per Barrel” and “Average Fuel Sales Margin per Gallon” for reconciliations between non-GAAP measures and their most directly comparable U.S. GAAP measures.

Items Impacting Comparability

The Partnership’s results of operations may not be comparable to the historical results of operations for the reasons described below.

Acquisitions and Mergers
Other than WNRL and certain assets acquired from the 2018 Drop Down, our Predecessors did not record revenues with Andeavor and our Predecessors recorded general and administrative expenses and financed operations differently than the Partnership. As previously mentioned, on August 6, 2018, we completed the 2018 Drop Down for total consideration of $1.55 billion. As an entity under common control with Andeavor, we accounted for the transfers of businesses as if the transfer

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occurred at the beginning of the period, and prior periods are retrospectively adjusted to furnish comparative information. Accordingly, the accompanying results of operations have been retrospectively adjusted to include the historical results of the assets acquired prior to the effective date of the acquisition.

On November 8, 2017, we acquired the Anacortes Logistics Assets from a subsidiary of Andeavor for total consideration of $445 million. The Anacortes Logistics Assets include crude oil, feedstock and refined products storage at Andeavor’s Anacortes Refinery, the Anacortes marine terminal with feedstock and refined product throughput, a manifest rail facility and crude oil and refined products pipelines.

Effective October 30, 2017, Andeavor Logistics closed its merger with Western Refining Logistics, LP (the “WNRL Merger”) exchanging all outstanding common units of WNRL with units of Andeavor Logistics, representing an equity value of $1.7 billion. WNRL’s operations included terminalling and storage assets, crude oil and refined product transportation services and a wholesale fuels business. The WNRL Merger was treated as a transaction of entities under common control, thus our results reflect the operations, financial position and cash flows associated with WNRL and their related subsidiaries as of June 1, 2017.

The closing of the WNRL Merger was conditioned upon, among other things, the adoption and effectiveness of the Second Amended and Restated Agreement of Limited Partnership of Andeavor Logistics LP, pursuant to which, simultaneously with the closing of the WNRL Merger: (i) the incentive distribution rights in Andeavor Logistics (the “IDRs”) held by Tesoro Logistics GP, LLC (“TLGP”), our general partner, were canceled (the “IDR Exchange”), (ii) the general partner interests in Andeavor Logistics held by TLGP were converted into a non-economic general partner interest in Andeavor Logistics, and (iii) Andeavor and its affiliates, including TLGP, agreed to increase and extend existing waivers on distributions to Andeavor and its affiliates by $60 million to an aggregate of $160 million between 2017 and 2019.

Accounting Standard Adoption
Due to the adoption of Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” and the associated subsequent amendments (collectively, “ASC 606”) on January 1, 2018, the presentation of wholesale fuel sales and cost of fuel and other was impacted by adoption of the new revenue recognition accounting standard 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.

Andeavor Logistics LP
Condensed Consolidated Balance Sheets (Unaudited) (In millions)

 
September 30,
2018
 
December 31, 2017 (a)
Assets
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
30

 
$
75

Receivables, net of allowance for doubtful accounts
501

 
483

Prepayments and other current assets
81

 
27

Total Current Assets
612

 
585

Property, Plant and Equipment, Net
6,750

 
6,249

Other Noncurrent Assets, Net
2,835

 
2,671

Total Assets
$
10,197

 
$
9,505

 
 
 
 
Liabilities and Equity
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
455

 
$
393

Accrued interest and financing costs
68

 
40

Other current liabilities
81

 
85

Total Current Liabilities
604

 
518

Debt, Net of Unamortized Issuance Costs
4,829

 
4,127

Other Noncurrent Liabilities
77

 
54

Equity
4,687

 
4,806

Total Liabilities and Equity
$
10,197

 
$
9,505



7



Andeavor Logistics LP
Results of Operations (Unaudited) (In millions, except per unit amounts)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Revenues
 
 
 
 
 
 
 
Terminalling and Transportation
$
280

 
$
230

 
$
762

 
$
599

Gathering and Processing
345

 
295

 
945

 
796

Wholesale (c)
20

 
569

 
62

 
740

Intersegment revenues
(3
)
 

 
(12
)
 

Total Revenues
642

 
1,094

 
1,757

 
2,135

Costs and Expenses
 
 
 
 
 
 
 
Cost of fuel and other (excluding items shown separately below) (c)

 
554

 

 
716

NGL expense (excluding items shown separately below)
73

 
64

 
166

 
179

Operating expenses (excluding depreciation and amortization)
236

 
199

 
658

 
512

Depreciation and amortization expenses
86

 
85

 
268

 
222

General and administrative expenses
31

 
44

 
91

 
107

(Gain) loss on asset disposals and impairments
1

 
1

 
2

 
(25
)
Operating Income
215

 
147

 
572

 
424

Interest and financing costs, net
(57
)
 
(68
)
 
(172
)
 
(193
)
Equity in earnings of equity method investments
7

 
6

 
25

 
13

Other income, net
1

 
5

 
4

 
9

Net Earnings
$
166

 
$
90

 
$
429

 
$
253

 
 
 
 
 
 
 
 
Loss attributable to Predecessors
$
4

 
$
7

 
$
28

 
$
46

Net Earnings Attributable to Partners
170

 
97

 
457

 
299

Preferred unitholders’ interest in net earnings
(10
)
 

 
(34
)
 

General partner’s interest in net earnings, including incentive distribution rights

 

 

 
(79
)
Limited Partners’ Interest in Net Earnings
$
160

 
$
97

 
$
423

 
$
220

 
 
 
 
 
 
 
 
Net Earnings per Limited Partner Unit:
 
 
 
 
 
 
 
Common - basic
$
0.68

 
$
0.90

 
$
1.91

 
$
2.05

Common - diluted
$
0.68

 
$
0.90

 
$
1.91

 
$
2.05

 
 
 
 
 
 
 
 
Weighted Average Limited Partner Units Outstanding:
 
 
 
 
 
 
 
Common units - basic
234.4

 
108.0

 
223.0

 
107.0

Common units - diluted
234.6

 
108.1

 
223.2

 
107.1

 
 
 
 
 
 
 
 
Cash Distributions Paid per Unit
$
1.030

 
$
0.971

 
$
3.045

 
$
2.821


(c) The presentation of wholesale fuel sales and cost of fuel and other was impacted by adoption of the new revenue recognition accounting standard 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 presented on a net versus gross basis in prior years.


8



Andeavor Logistics LP
Selected Operating Segment Data (Unaudited) (In millions)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Earnings Before Income Taxes
 
 
 
 
 
 
 
Terminalling and Transportation
$
140

 
$
103

 
$
351

 
$
290

Gathering and Processing
80

 
50

 
226

 
158

Wholesale
7

 
7

 
22

 
9

Total Segment Operating Income
227

 
160

 
599

 
457

Unallocated general and administrative expenses
(12
)
 
(13
)
 
(27
)
 
(33
)
Operating Income
215

 
147

 
572

 
424

Interest and financing costs, net
(57
)
 
(68
)
 
(172
)
 
(193
)
Equity in earnings of equity method investments
7

 
6

 
25

 
13

Other income, net
1

 
5

 
4

 
9

Earnings Before Income Taxes
$
166

 
$
90

 
$
429

 
$
253

Depreciation and Amortization Expenses
 
 
 
 
 
 
 
Terminalling and Transportation
$
35

 
$
32

 
$
105

 
$
85

Gathering and Processing
47

 
51

 
154

 
134

Wholesale
4

 
2

 
9

 
3

Total Depreciation and Amortization Expenses
$
86

 
$
85

 
$
268

 
$
222

Segment EBITDA (d)
 
 
 
 
 
 
 
Terminalling and Transportation
$
180

 
$
142

 
$
474

 
$
384

Gathering and Processing
130

 
103

 
391

 
299

Wholesale
11

 
9

 
31

 
12

Total Segment EBITDA
$
321

 
$
254

 
$
896

 
$
695

Capital Expenditures
 
 
 
 
 
 
 
Terminalling and Transportation
$
76

 
$
51

 
$
155

 
$
127

Gathering and Processing
110

 
41

 
368

 
85

Wholesale

 

 
1

 

Total Capital Expenditures
$
186

 
$
92

 
$
524

 
$
212


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

Andeavor Logistics LP
Components of Cash Flows (Unaudited) (In millions)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Cash Flows From (Used In)
 
 
 
 
 
 
 
Net earnings
$
166

 
$
90

 
$
429

 
$
253

Depreciation and amortization expenses
86

 
85

 
268

 
222

Changes in assets and liabilities
(96
)
 
45

 
(7
)
 
51

Other operating activities
16

 
5

 
29

 
(2
)
Net Cash Flows from Operating Activities
172

 
225

 
719

 
524

Investing Activities
(197
)
 
(72
)
 
(945
)
 
(1,404
)
Financing Activities
11

 
(146
)
 
181

 
230

Increase (Decrease) in Cash and Cash Equivalents
$
(14
)
 
$
7

 
$
(45
)
 
$
(650
)


9



Andeavor Logistics LP
Selected Operating Segment Data (Unaudited)
(In millions, except volumes and revenue per barrel)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Terminalling and Transportation Segment
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
Terminalling
$
235

 
$
189

 
$
643

 
$
493

Pipeline transportation
44

 
34

 
115

 
97

Other revenues
1

 
7

 
4

 
9

Total Revenues
280

 
230

 
762

 
599

Costs and Expenses
 
 
 
 
 
 
 
Operating expenses (e)
99

 
80

 
279

 
216

Depreciation and amortization expenses
35

 
32

 
105

 
85

General and administrative expenses
7

 
15

 
27

 
33

Gain on asset disposals and impairments
(1
)
 

 

 
(25
)
Terminalling and Transportation Segment Operating Income
$
140

 
$
103

 
$
351

 
$
290

Volumes
 
 
 
 
 
 
 
Terminalling throughput (Mbpd)
1,787

 
1,739

 
1,836

 
1,367

Average terminalling revenue per barrel (f)
$
1.43

 
$
1.18

 
$
1.28

 
$
1.32

Pipeline transportation throughput (Mbpd)
1,071

 
907

 
995

 
887

Average pipeline transportation revenue per barrel (f)
$
0.45

 
$
0.40

 
$
0.42

 
$
0.40


(e)
Operating expenses include an imbalance settlement gain of $1 million and $3 million for the three and nine months ended September 30, 2017, respectively. There was no gain for the three and nine months ended September 30, 2018.
(f)
Management uses average margin per barrel, average revenue per Million British thermal units (“MMBtu”), average revenue per barrel and fuel sales per gallon to evaluate performance and compare profitability to other companies in the industry.

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 (90 days for both the three months ended September 30, 2018 and 2017);
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 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 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; and
Wholesale fuel sales per gallon - calculated as wholesale fuel revenues divided by our total wholesale fuel sales volume in gallons.

There are a variety of ways to calculate these measures; other companies may calculate these in a different way. Amounts may not recalculate due to rounding of dollar and volume information.

10



Andeavor Logistics LP
Selected Operating Segment Data (Unaudited)
(In millions, except volumes, margin per barrel, revenue per barrel and revenue per MMBtu)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Gathering and Processing Segment
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
NGL sales (g)
$
137

 
$
90

 
$
336

 
$
254

Gas gathering and processing
82

 
85

 
249

 
252

Crude oil and water gathering
86

 
76

 
241

 
170

Pass-thru and other (h)
40

 
44

 
119

 
120

Total Revenues
345

 
295

 
945

 
796

Costs and Expenses
 
 
 
 
 
 
 
NGL expense (excluding items shown separately below) (g) (h)
73

 
64

 
166

 
179

Operating expenses (i)
131

 
113

 
361

 
284

Depreciation and amortization expenses
47

 
51

 
154

 
134

General and administrative expenses
12

 
16

 
36

 
41

Loss on asset disposals and impairments
2

 
1

 
2

 

Gathering and Processing Segment Operating Income
$
80

 
$
50

 
$
226

 
$
158

Volumes
 
 
 
 
 
 
 
NGL sales (Mbpd) (g)
9.5

 
7.0

 
10.1

 
7.3

Average margin on NGL sales per barrel (d)(f)(g)(h)
$
71.47

 
$
38.30

 
$
61.70

 
$
38.27

Gas gathering and processing throughput (thousands of MMBtu/d) (j)
722

 
961

 
778

 
955

Average gas gathering and processing revenue per MMBtu (f)
$
1.27

 
$
0.96

 
$
1.17

 
$
0.97

Crude oil and water gathering volume (Mbpd)
461

 
423

 
414

 
365

Average crude oil and water gathering revenue per barrel (f)
$
2.03

 
$
1.95

 
$
2.13

 
$
1.71


(g)
We had 24.0 Mbpd and 24.4 Mbpd of NGL sales under percent of proceeds (“POP”) and keep-whole arrangements, for the three and nine months ended September 30, 2018, respectively, and 21.1 Mbpd and 21.0 Mbpd for the three and nine months ended September 30, 2017, respectively, of which we retained 9.5 Mbpd, 10.1 Mbpd, 7.0 Mbpd and 7.3 Mbpd, 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. Volumes represent barrels sold under our keep-whole arrangements, net barrels retained under our POP arrangements and other associated products.
(h)
Included in NGL expense for the nine months ended September 30, 2017 were approximately $2 million of crude costs related to crude oil volumes obtained in connection with the acquisition of our North Dakota gathering and processing assets. 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.
(i)
Operating expenses include an imbalance settlement gain of $1 million and $4 million for the three and nine months ended September 30, 2017, respectively. There was no gain for the three and nine months ended September 30, 2018.
(j)
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. The impact of the adoption was 184 thousand MMBtu/d and 170 thousand MMBtu/d for the three and nine months ended September 30, 2018, respectively, now being used internally and not reported in the throughput volumes used to calculate our average gas gathering and processing revenue per MMBtu.


11



Andeavor Logistics LP
Selected Operating Segment Data (Unaudited)
(In millions, except per gallon)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017 (a)
 
2018
 
2017 (a)
Wholesale Segment
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
Fuel sales (c)
$
13

 
$
565

 
$
37

 
$
730

Other wholesale
7

 
4

 
25

 
10

Total Revenues
20

 
569

 
62

 
740

Costs and Expenses
 
 
 
 
 
 
 
Cost of fuel and other (excluding items shown separately below) (c)

 
554

 

 
716

Operating expenses
9

 
6

 
30

 
12

Depreciation and amortization expenses
4

 
2

 
9

 
3

General and administrative expenses

 

 
1

 

Wholesale Operating Income
$
7

 
$
7

 
$
22

 
9

Volumes
 
 
 
 
 
 
 
Fuel sales volumes (millions of gallons)
311

 
329

 
904

 
430

Wholesale fuel sales per gallon

4.0
¢
 
 
 

4.0
¢
 
 
Average wholesale fuel sales margin per gallon (c)(d)
 
 

3.0
¢
 
 
 

3.0
¢


12



Non-GAAP Reconciliations

Andeavor Logistics LP
Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited)
(In millions, except ratios)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Reconciliation of Net Earnings to EBITDA
 
 
 
 
 
 
 
Net earnings
$
166

 
$
90

 
$
429

 
$
253

Depreciation and amortization expenses
86

 
85

 
268

 
222

Interest and financing costs, net of capitalized interest
57

 
68

 
172

 
193

EBITDA
$
309

 
$
243

 
$
869

 
$
668

 
 
 
 
 
 
 
 
Reconciliation of Net Cash from Operating Activities to Distributable Cash Flow
 
 
 
 
 
 
 
Net cash from operating activities
$
172

 
$
225

 
$
719

 
$
524

Changes in assets and liabilities
96

 
(45
)
 
7

 
(51
)
Predecessors impact
1

 
(8
)
 
12

 
20

Maintenance capital expenditures (k)
(26
)
 
(33
)
 
(70
)
 
(80
)
Reimbursement for maintenance capital expenditures (k)
7

 
7

 
19

 
22

Adjustments for equity method investments
(6
)
 
4

 
(3
)
 
5

Proceeds from sale of assets

 

 

 
28

Changes in deferred revenue (l)
13

 
(2
)
 
8

 
5

Other (m)
5

 

 
3

 
4

Distributable Cash Flow
262

 
148

 
695

 
477

Less: Preferred unit distributions (n)
(11
)
 

 
(31
)
 

Distributable Cash Flow Attributable to Common Unitholders
$
251

 
$
148

 
$
664

 
$
477


(k)
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.
(l)
Included in changes in deferred revenue are adjustments to remove the impact of the adoption of the new revenue recognition accounting standard on January 1, 2018 as well as the impact from the timing of recognition with certain of our contracts that contain minimum volume commitment with clawback provisions, which are predominantly recognized annually in the third quarter based on current contract terms.
(m)
Other includes transaction costs related to recent acquisitions and settlement expenses.
(n)
Represents the cash distributions earned by the Preferred Units for the three and nine months ended September 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.

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Distributions
 
 
 
 
 
 
 
Limited partner’s distributions on common units
$
238

 
$
201

 
$
652

 
$
407

General partner’s distributions including IDRs

 

 

 
81

Distributions on preferred units
11

 

 
31

 

Total Distributions to be Paid
249

 
201

 
683

 
488

Less: Distributions on preferred units
(11
)
 

 
(31
)
 

Total Distributions to be Paid to Common Unitholders
$
238

 
$
201

 
$
652

 
$
488

 
 
 
 
 
 
 
 
Distributable Cash Flow Attributable to Common Unitholders
$
251

 
$
148

 
$
664

 
$
477

 
 
 
 
 
 
 
 
Distribution Coverage Ratio
1.05x

 
0.74x

 
1.02x

 
0.98x



13



Andeavor Logistics LP
Segment Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited)
(In millions)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Reconciliation of Terminalling and Transportation Segment Operating Income to Segment EBITDA
 
 
 
 
 
 
 
Terminalling and Transportation segment operating income
$
140

 
$
103

 
$
351

 
$
290

Depreciation and amortization expenses
35

 
32

 
105

 
85

Equity in earnings of equity method investments
4

 
4

 
14

 
6

Other income, net
1

 
3

 
4

 
3

Terminalling and Transportation Segment EBITDA
$
180

 
$
142

 
$
474

 
$
384

 
 
 
 
 
 
 
 
Reconciliation of Gathering and Processing Segment Operating Income to Segment EBITDA
 
 
 
 
 
 
 
Gathering and Processing segment operating income
$
80

 
$
50

 
$
226

 
$
158

Depreciation and amortization expenses
47

 
51

 
154

 
134

Equity in earnings of equity method investments
3

 
2

 
11

 
7

Gathering and Processing Segment EBITDA
$
130

 
$
103

 
$
391

 
$
299

 
 
 
 
 
 
 
 
Reconciliation of Wholesale Segment Operating Income to Segment EBITDA
 
 
 
 
 
 
 
Wholesale segment operating income
$
7

 
$
7

 
$
22

 
$
9

Depreciation and amortization expenses
4

 
2

 
9

 
3

Wholesale Segment EBITDA
$
11

 
$
9

 
$
31

 
$
12







14



Andeavor Logistics LP
Average Margin on NGL Sales per Barrel (Unaudited)
(In millions, except days and per barrel amounts)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
Segment Operating Income
$
80

 
$
50

 
$
226

 
$
158

Add back:
 
 
 
 
 
 
 
Operating expenses
131

 
113

 
361

 
284

General and administrative expenses
12

 
16

 
36

 
41

Depreciation and amortization expenses
47

 
51

 
154

 
134

Gain on asset disposals and impairments
2

 
1

 
2

 

Other commodity purchases (h)

 

 

 
2

Subtract:
 
 
 
 
 
 
 
Gas gathering and processing revenues
(82
)
 
(85
)
 
(249
)
 
(252
)
Crude oil gathering revenues
(86
)
 
(76
)
 
(241
)
 
(170
)
Pass-thru and other revenues
(40
)
 
(44
)
 
(119
)
 
(120
)
Margin on NGL Sales
$
64

 
$
26

 
$
170

 
$
77

Divided by Total Volumes for the Period:
 
 
 
 
 
 
 
NGLs sales volumes (Mbpd)
9.5

 
7.0

 
10.1

 
7.3

Number of days in the period
92

 
92

 
273

 
273

Total volumes for the period (thousands of barrels) (o)
874

 
644

 
2,757

 
1,993

Average Margin on NGL Sales per Barrel (o)
$
71.47

 
$
38.30

 
$
61.70

 
$
38.27


(o)
Amounts may not recalculate due to rounding of dollar and volume information.

Andeavor Logistics LP
Average Wholesale Fuel Sales Margin per Gallon (Unaudited)
(In millions, except per gallon amounts)

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017 (a)
Segment Operating Income
$
7

 
$
9

Add back:
 
 
 
Operating expenses (excluding depreciation and amortization)
6

 
12

Depreciation and amortization expenses
2

 
3

Subtract:
 
 
 
Other wholesale revenues
(4
)
 
(10
)
Wholesale Fuel Sales Margin
$
11

 
$
14

Divided by Total Volumes for the Period:
 
 
 
Fuel sales volumes (millions of gallons)
329

 
430

Average Wholesale Fuel Sales Margin per Gallon (o)

3.0
¢
 

3.0
¢


15



Andeavor Logistics LP
Selected Financial Data (Unaudited) (In millions)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 Expected Capital Spend
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
 
Capital Expenditures
 
 
 
 
 
 
 
 
 
Growth
$
164

 
$
66

 
$
470

 
$
144

 
$
640

Maintenance
22

 
26

 
54

 
68

 
110

Total Capital Expenditures
$
186

 
$
92

 
$
524

 
$
212

 
$
750

 
 
 
 
 
 
 
 
 
 
Capital Expenditures, Net of Reimbursements
Growth
$
159

 
$
60

 
$
454

 
$
127

 
$
640

Maintenance
16

 
21

 
42

 
59

 
80

Total Capital Expenditures, Net of Reimbursements
$
175

 
$
81

 
$
496

 
$
186

 
$
720

 
 
 
 
 
 
 
 
 
 
Capital Expenditures, Andeavor Logistics LP (p)
Growth
$
144

 
$
37

 
$
306

 
$
100

 
$
475

Maintenance
22

 
22

 
48

 
53

 
105

Total Capital Expenditures, Andeavor Logistics LP
$
166

 
$
59

 
$
354

 
$
153

 
$
580

 
 
 
 
 
 
 
 
 
 
Capital Expenditures, Net of Reimbursements, Andeavor Logistics LP (p)
Growth
$
139

 
$
31

 
$
290

 
$
83

 
$
475

Maintenance
16

 
17

 
36

 
44

 
75

Total Capital Expenditures, Net of Reimbursements, Andeavor Logistics LP
$
155

 
$
48

 
$
326

 
$
127

 
$
550

 
 
 
 
 
 
 
 
 
 
Capital Expenditures, Predecessors
Growth
$
20

 
$
29

 
$
164

 
$
44

 
$
165

Maintenance

 
4

 
6

 
15

 
5

Total Capital Expenditures, Predecessors
$
20

 
$
33

 
$
170

 
$
59

 
$
170


(p)
We believe that this presentation of our results of operations, excluding results of our Predecessors, will provide useful information to investors in assessing our results of operations. This non-GAAP financial measure should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018 (a)
 
2017 (a)
 
2018 (a)
 
2017 (a)
General and Administrative Expenses
 
 
 
 
 
 
 
Terminalling and Transportation
$
7

 
$
15

 
$
27

 
$
33

Gathering and Processing
12

 
16

 
36

 
41

Wholesale

 

 
1

 

Unallocated
12

 
13

 
27

 
33

Total General and Administrative Expenses
$
31

 
$
44

 
$
91

 
$
107



16


Andeavor Logistics LP
Reconciliation of Combined Financial Statements (Unaudited)
(In millions)

 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
Affiliate
$
415

 
$
411

 
$
4

 
$
1,131

 
$
1,110

 
$
21

Third-party
227

 
224

 
3

 
626

 
617

 
9

Total Revenues
642

 
635

 
7

 
1,757

 
1,727

 
30

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
NGL expense (exclusive of items shown separately below)
73

 
73

 

 
166

 
166

 

Operating expenses (exclusive of depreciation and amortization)
236

 
227

 
9

 
658

 
618

 
40

Depreciation and amortization expenses
86

 
83

 
3

 
268

 
246

 
22

General and administrative expenses
31

 
30

 
1

 
91

 
82

 
9

Loss on asset disposals and impairments
1

 
1

 

 
2

 
2

 

Operating Income (Loss)
215

 
221

 
(6
)
 
572

 
613

 
(41
)
Interest and financing costs, net
(57
)
 
(56
)
 
(1
)
 
(172
)
 
(168
)
 
(4
)
Equity in earnings of equity method investments
7

 
4

 
3

 
25

 
9

 
16

Other income, net
1

 
1

 

 
4

 
3

 
1

Net Earnings (Loss)
$
166

 
$
170

 
$
(4
)
 
$
429

 
$
457

 
$
(28
)
Loss attributable to Predecessors
4

 

 
4

 
28

 

 
28

Net Earnings Attributable to Partners
170

 
170

 

 
457

 
457

 

Preferred unitholders’ interest in net earnings
(10
)
 
(10
)
 

 
(34
)
 
(34
)
 

Limited Partners’ Interest in Net Earnings
$
160

 
$
160

 
$

 
$
423

 
$
423

 
$


17


Andeavor Logistics LP
Reconciliation of Combined Financial Statements (Unaudited)
(In millions)

 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
Affiliate
$
468

 
$
219

 
$
249

 
$
951

 
$
624

 
$
327

Third-party
626

 
225

 
401

 
1,184

 
653

 
531

Total Revenues
1,094

 
444

 
650

 
2,135

 
1,277

 
858

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of fuel and other (exclusive of items shown separately below) (a)
554

 

 
554

 
716

 

 
716

NGL expense (exclusive of items shown separately below)
64

 
64

 

 
179

 
179

 

Operating expenses (exclusive of depreciation and amortization)
199

 
141

 
58

 
512

 
399

 
113

Depreciation and amortization expenses
85

 
60

 
25

 
222

 
178

 
44

General and administrative expenses
44

 
27

 
17

 
107

 
78

 
29

(Gain) loss on asset disposals and impairments
1

 
1

 

 
(25
)
 
(24
)
 
(1
)
Operating Income (Loss)
147

 
151

 
(4
)
 
424

 
467

 
(43
)
Interest and financing costs, net
(68
)
 
(61
)
 
(7
)
 
(193
)
 
(184
)
 
(9
)
Equity in earnings of equity method investments
6

 
2

 
4

 
13

 
7

 
6

Other income, net
5

 
5

 

 
9

 
9

 

Net Earnings (Loss)
$
90

 
$
97

 
$
(7
)
 
$
253

 
$
299

 
$
(46
)
Loss attributable to Predecessors
7

 

 
7

 
46

 

 
46

Net Earnings Attributable to Partners
97

 
97

 

 
299

 
299

 

General partner’s interest in net earnings, including incentive distribution rights

 

 

 
(79
)
 
(79
)
 

Limited Partners’ Interest in Net Earnings
$
97

 
$
97

 
$

 
$
220

 
$
220

 
$


18


Andeavor Logistics LP
Terminalling and Transportation Segment Reconciliation of Combined Financial Statements
(Unaudited) (In millions)

 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
Revenues
 
 
 
 
 
 
 
 
 
 
 
Terminalling
$
235

 
$
234

 
$
1

 
$
643

 
$
640

 
$
3

Pipeline transportation
44

 
44

 

 
115

 
115

 

Other revenues
1

 
1

 

 
4

 
4

 

Terminalling and Transportation Revenues
280

 
279

 
1

 
762

 
759

 
3

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Operating expenses (exclusive of depreciation and amortization)
99

 
92

 
7

 
279

 
245

 
34

Depreciation and amortization expenses
35

 
34

 
1

 
105

 
95

 
10

General and administrative expenses
7

 
7

 

 
27

 
24

 
3

Gain on asset disposals and impairments
(1
)
 
(1
)
 

 

 

 

Terminalling and Transportation Segment Operating Income (Loss)
140

 
147

 
(7
)
 
351

 
395

 
(44
)
Depreciation and amortization expenses
35

 
34

 
1

 
105

 
95

 
10

Equity in earnings of unconsolidated affiliates
4

 
1

 
3

 
14

 
1

 
13

Other income, net
1

 
1

 

 
4

 
3

 
1

Terminalling and Transportation Segment EBITDA
$
180

 
$
183

 
$
(3
)
 
$
474

 
$
494

 
$
(20
)
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
Revenues
 
 
 
 
 
 
 
 
 
 
 
Terminalling
$
189

 
$
155

 
$
34

 
$
493

 
$
447

 
$
46

Pipeline transportation
34

 
34

 

 
97

 
97

 

Other revenues
7

 

 
7

 
9

 

 
9

Terminalling and Transportation Revenues
230

 
189

 
41

 
599

 
544

 
55

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Operating expenses (exclusive of depreciation and amortization)
80

 
47

 
33

 
216

 
149

 
67

Depreciation and amortization expenses
32

 
24

 
8

 
85

 
68

 
17

General and administrative expenses
15

 
8

 
7

 
33

 
23

 
10

Gain on asset disposals and impairments

 

 

 
(25
)
 
(25
)
 

Terminalling and Transportation Segment Operating Income (Loss)
103

 
110

 
(7
)
 
290

 
329

 
(39
)
Depreciation and amortization expenses
32

 
24

 
8

 
85

 
68

 
17

Equity in earnings of unconsolidated affiliates
4

 

 
4

 
6

 

 
6

Other income, net
3

 
3

 

 
3

 
3

 

Terminalling and Transportation Segment EBITDA
$
142

 
$
137

 
$
5

 
$
384

 
$
400

 
$
(16
)

19


Andeavor Logistics LP
Gathering and Processing Segment Reconciliation of Combined Financial Statements
(Unaudited) (In millions)

 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
Revenues
 
 
 
 
 
 
 
 
 
 
 
NGL sales
$
137

 
$
137

 
$

 
$
336

 
$
336

 
$

Gas gathering and processing
82

 
82

 

 
249

 
249

 

Crude oil and water gathering
86

 
80

 
6

 
241

 
214

 
27

Pass-thru and other
40

 
40

 

 
119

 
119

 

Total Revenues
345

 
339

 
6

 
945

 
918

 
27

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
NGL expense (exclusive of items shown separately below)
73

 
73

 

 
166

 
166

 

Operating expenses (exclusive of depreciation and amortization)
131

 
129

 
2

 
361

 
355

 
6

Depreciation and amortization expenses
47

 
45

 
2

 
154

 
142

 
12

General and administrative expenses
12

 
11

 
1

 
36

 
30

 
6

Loss on asset disposals and impairments
2

 
2

 

 
2

 
2

 

Gathering and Processing Segment Operating Income
80

 
79

 
1

 
226

 
223

 
3

Depreciation and amortization expenses
47

 
45

 
2

 
154

 
142

 
12

Equity in earnings of equity method investments
3

 
3

 

 
11

 
8

 
3

Gathering and Processing Segment EBITDA
$
130

 
$
127

 
$
3

 
$
391

 
$
373

 
$
18

 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
Revenues
 
 
 
 
 
 
 
 
 
 
 
NGL sales
$
90

 
$
90

 
$

 
$
254

 
$
254

 
$

Gas gathering and processing
85

 
85

 

 
252

 
252

 

Crude oil and water gathering
76

 
43

 
33

 
170

 
116

 
54

Pass-thru and other
44

 
37

 
7

 
120

 
111

 
9

Total Revenues
295

 
255

 
40

 
796

 
733

 
63

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
NGL expense (exclusive of items shown separately below)
64

 
64

 

 
179

 
179

 

Operating expenses (exclusive of depreciation and amortization)
113

 
94

 
19

 
284

 
249

 
35

Depreciation and amortization expenses
51

 
36

 
15

 
134

 
110

 
24

General and administrative expenses
16

 
13

 
3

 
41

 
33

 
8

(Gain) loss on asset disposals and impairments
1

 
1

 

 

 
1

 
(1
)
Gathering and Processing Segment Operating Income
50

 
47

 
3

 
158

 
161

 
(3
)
Depreciation and amortization expenses
51

 
36

 
15

 
134

 
110

 
24

Equity in earnings of equity method investments
2

 
2

 

 
7

 
7

 

Gathering and Processing Segment EBITDA
$
103

 
$
85

 
$
18

 
$
299

 
$
278

 
$
21


20


Andeavor Logistics LP
Wholesale Segment Reconciliation of Combined Financial Statements
(Unaudited) (In millions)

 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2017
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
Combined
 
Andeavor Logistics LP (p)
 
Predecessors
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
Fuel sales
$
565

 
$

 
$
565

 
$
730

 
$

 
$
730

Other wholesale
4

 

 
4

 
10

 

 
10

Total Revenues
569

 

 
569

 
740

 

 
740

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of fuel and other (excluding items shown separately below)
554

 

 
554

 
716

 

 
716

Operating expenses (excluding depreciation and amortization)
6

 

 
6

 
12

 

 
12

Depreciation and amortization expenses
2

 

 
2

 
3

 

 
3

Wholesale Segment Operating Income
7

 

 
7

 
9

 

 
9

Depreciation and amortization expenses
2

 

 
2

 
3

 

 
3

Wholesale Segment EBITDA
$
9

 
$

 
$
9

 
$
12

 
$

 
$
12


Andeavor Logistics LP
Reconciliation of EBITDA to Amounts Under U.S. GAAP (Unaudited) (In millions)

 
Reconciliation of Projected Annual EBITDA
 
Drop Down
2019E
 
North Dakota NGL Logistics Hub
Projected Net Earnings
$
110

 
$
17

Add: Projected depreciation and amortization expense
75

 
4

Add: Projected interest and financing costs, net
15

 
3

Projected EBITDA
$
200

 
$
24


 
 
 
2018 Drop Down EBITDA Contribution
 
 
 
Three Months Ended September 30, 2018
Net Earnings (Loss)
 
 
$
16

Add: Depreciation and amortization expense
 
 
9

Add: Interest and financing costs, net
 
 
1

EBITDA
 
 
$
26

 
 
 
 
 
2018 Drop Down Segment EBITDA Contribution
Three Months Ended September 30, 2018
 
Terminalling and Transportation
 
Gathering and Processing
Operating Income (Loss)
$
10

 
$
2

Add: Depreciation and amortization expenses
5

 
4

Add: Equity in earnings of equity method investments
4

 
1

Segment EBITDA
$
19

 
$
7



21


Andeavor Logistics LP
Reconciliation of EBITDA to Amounts Under U.S. GAAP (Unaudited) (In millions)

 
Three Months Ended
 
 
 
December 31, 2017
 
March 31, 2018
 
June 30, 2018
 
September 30, 2018
 
Trailing Four Quarters
Net Earnings
$
53

 
$
131

 
$
132

 
$
166

 
$
482

Add: Depreciation and amortization expense
91

 
89

 
93

 
86

 
359

Add: Interest and financing costs, net
137

 
55

 
60

 
57

 
309

EBITDA
$
281

 
$
275

 
$
285

 
$
309

 
$
1,150

Add: Pro forma adjustment for acquisitions
 
 
 
 
 
 
 
 
178

Pro forma LTM EBITDA
 
 
 
 
 
 
 
 
$
1,328


 
September 30,
2018
Total debt
$
4,878

Pro forma LTM EBITDA
1,328

Leverage ratio
3.7x



22