Andeavor Logistics LP Reports Third Quarter 2018 Results

FINDLAY, Ohio, Nov. 7, 2018 /PRNewswire/ --

    --  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

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.


                                                                                    Three Months Ended                                                                               Nine Months Ended
                                                                             September 30,                                                                                   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.

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.

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 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

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 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,                                 December 31,
                                                                     2018                        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

    ---



             
                Andeavor Logistics LP



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






                                                                                                                                                                                                Three Months Ended                                                                                       Nine Months Ended
                                                                                                                                                                                       September 30,                                                                                            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                                                                                                      -                                                                             554                                                                                       716
        below) (c)



             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                                                                                               -                                                                                                                                                                     (79)
        distribution rights




             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.



       
                Andeavor Logistics LP



       
                Selected Operating Segment Data (Unaudited) (In millions)






                                                                                                                                          Three Months Ended                                Nine Months Ended
                                                                                                                                 September 30,                                    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                                Nine Months Ended
                                                                                     September 30,                                     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)

    ---



              
                Andeavor Logistics LP



              
                Selected Operating Segment Data (Unaudited)



              
                (In millions, except volumes and revenue per barrel)






                                                                                                                                                                                           Three Months Ended                                                                                      Nine Months Ended
                                                                                                                                                                                 September 30,                                                                                           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.



             
                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                                                                                     Nine Months Ended
                                                                                                                                                                                          September 30,                                                                                         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                                                                                                          722                                                                            961                                                                    778             955
        MMBtu/d) (j)



             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.



       
                Andeavor Logistics LP



       
                Selected Operating Segment Data (Unaudited)



       
                (In millions, except per gallon)






                                                                                                 Three Months Ended                                   Nine Months Ended
                                                                                        September 30,                                       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 ¢

Non-GAAP Reconciliations



             
                Andeavor Logistics LP



             
                Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited)



             
                (In millions, except ratios)






                                                                                                                                                                                        Three Months Ended                                                                                     Nine Months Ended
                                                                                                                                                                               September 30,                                                                                         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                                                                                                $
              
                251                                                                                      $
              148                  $
     
        664  $
     477
        Unitholders

    ---



              (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                                 Nine Months Ended
                                                                                            September 30,                                     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                $
           
                251                                  $
              148                  $
     
         664  $
     477
        Unitholders





             
                Distribution Coverage Ratio                             1.05x                                         0.74x                                       1.02x        0.98x



             
                Andeavor Logistics LP



             
                Segment Reconciliation of Amounts Reported Under U.S. GAAP (Unaudited)



             
                (In millions)






                                                                                                                         Three Months Ended                             Nine Months Ended
                                                                                                                September 30,                                 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

    ---



       
                Andeavor Logistics LP



       
                Average Margin on NGL Sales per Barrel (Unaudited)



       
                (In millions, except days and per barrel amounts)






                                                                                                                    Three Months Ended                                 Nine Months Ended
                                                                                                           September 30,                                      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                                  Nine Months
                                                             Ended                                           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 ¢

    ---



              
                Andeavor Logistics LP



              
                Selected Financial Data (Unaudited) (In millions)






                                                                                                                                                       Three Months Ended                                                                                   Nine Months Ended                                       2018 Expected
                                                                                                                                              September 30,                                                                                       September 30,                                         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                                                                        $
              
                166                                                                                    $
              59                                            $
              
       354      $
      153 $
     
     580
    Logistics LP

    ---




              
                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                                                                          $
              
                155                                                                                    $
              48                                            $
              
       326      $
      127 $
     
     550
    Reimbursements, Andeavor
    Logistics LP

    ---




              
                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                             Nine Months Ended
                                                                            September 30,                                 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

    ---



             
                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          Predecessors        Combined                        Andeavor                   Predecessors
                                                                                                                 Logistics LP (p)                                                      Logistics LP (p)

                                                                                                                                                                                                                                             ---




             
                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                                                73                                                   73                                                                           166                    166
        shown separately below)



             Operating expenses (exclusive of                                              236                                                  227                              9                                             658                    618                    40
        depreciation and amortization)



             Depreciation and amortization                                                  86                                                   83                              3                                             268                    246                    22
        expenses



             General and administrative expenses                                            31                                                   30                              1                                              91                     82                     9



             Loss on asset disposals and                                                     1                                                    1                                                                             2                      2
        impairments




             
                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                                             7                                                    4                              3                                              25                      9                    16
        investments



             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                                     170                                                  170                                                                           457                    457
        Partners



             Preferred unitholders' interest in net                                       (10)                                                (10)                                                                         (34)                  (34)
        earnings



             
                Limited Partners' Interest in Net                                    $
     
     160                                                          $
     160                               
              $                                         $
      
      423            $
      423  
     $
        Earnings

    ---



             
                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          Predecessors         Combined                        Andeavor                 Predecessors
                                                                                                                   Logistics LP (p)                                                       Logistics LP (p)

                                                                                                                                                                                                                                              ---




             
                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                                          554                                                                                   554                                           716                                        716
        items shown separately below) (a)



             NGL expense (exclusive of items                                                64                                                     64                                                                          179                    179
        shown separately below)



             Operating expenses (exclusive of                                              199                                                    141                              58                                           512                    399                  113
        depreciation and amortization)



             Depreciation and amortization                                                  85                                                     60                              25                                           222                    178                   44
        expenses



             General and administrative expenses                                            44                                                     27                              17                                           107                     78                   29



             (Gain) loss on asset disposals and                                              1                                                      1                                                                         (25)                  (24)                 (1)
        impairments




             
                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                                             6                                                      2                               4                                            13                      7                    6
        investments



             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                                      97                                                     97                                                                          299                    299
        Partners



             General partner's interest in net                                               -                                                                                                                              (79)                  (79)
        earnings, including incentive
        distribution rights

    ---


             
                Limited Partners' Interest in Net                                     $
      
      97                                                           $
      97                               
              $                                      $
      
      220           $
      220  
     $
        Earnings

    ---



             
                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         Predecessors        Combined                        Andeavor               Predecessors
                                                                                                                                             Logistics LP (p)                                                     Logistics LP (p)

                                                                                                                                                                                                                                                                    ---


             
                Revenues



             Terminalling                                                                                                  $
     
     235                                                         $
     234                                                $
       1                     $
      
      643        $
      640    $
         3



             Pipeline transportation                                                                                    44                                                  44                                                                       115               115



             Other revenues                                                                                              1                                                   1                                                                         4                 4




             
                Terminalling and Transportation                                                              280                                                 279                              1                                         762               759                 3


             
                     Revenues



             
                Costs and Expenses



             Operating expenses (exclusive of                                                                           99                                                  92                              7                                         279               245                34
        depreciation and amortization)



             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                                                              140                                                 147                            (7)                                        351               395              (44)
        Segment Operating Income (Loss)



             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                                                          $
     
     180                                                         $
     183                                              $
       (3)                    $
      
      474        $
      494  $
        (20)
        EBITDA

    ---


                                                                             Three Months Ended September 30, 2017                                    Nine Months Ended September 30, 2017


                                                           Combined                                    Andeavor        Predecessors        Combined                        Andeavor                 Predecessors
                                                                                       Logistics LP (p)                                                    Logistics LP (p)




             
                Revenues



             Terminalling                                          $
     
     189                                                        $
     155                                              $
          34                        $
     
     493       $
     447   $
       46



             Pipeline transportation                            34                                                 34                                                                          97                    97



             Other revenues                                      7                                                                                7                                             9                                   9




             
                Terminalling and                     230                                                189                             41                                           599                   544             55


             
                     Transportation Revenues



             
                Costs and Expenses



             Operating expenses (exclusive of                   80                                                 47                             33                                           216                   149             67
        depreciation and amortization)



             Depreciation and amortization                      32                                                 24                              8                                            85                    68             17


                  expenses



             General and administrative                         15                                                  8                              7                                            33                    23             10
        expenses



             Gain on asset disposals and                                                                                                                                                   (25)                 (25)
        impairments




             
                Terminalling and Transportation      103                                                110                            (7)                                          290                   329           (39)
        Segment Operating Income
        (Loss)



             Depreciation and amortization                      32                                                 24                              8                                            85                    68             17
        expenses



             Equity in earnings of                               4                                                                                4                                             6                                   6
        unconsolidated affiliates



             Other income, net                                   3                                                  3                                                                           3                     3

    ---


             
                Terminalling and Transportation          $
     
     142                                                        $
     137                                               $
          5                        $
     
     384       $
     400 $
       (16)
        Segment EBITDA

    ---



             
                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        Predecessors                      Combined                                 Andeavor     Predecessors
                                                                                                                                                 Logistics LP (p)                                                                       Logistics LP (p)

                                                                                                                                                                                                                                                                          ---


             
                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                                                                     73                                               73                                                                                       166                         166
        shown separately below)



             Operating expenses (exclusive of                                                                   131                                              129                             2                                                          361                         355              6
        depreciation and amortization)



             Depreciation and amortization                                                                       47                                               45                             2                                                          154                         142             12
        expenses



             General and administrative expenses                                                                 12                                               11                             1                                                           36                          30              6



             Loss on asset disposals and                                                                          2                                                2                                                                                         2                           2
        impairments

    ---


             
                Gathering and Processing                                                               80                                               79                             1                                                          226                         223              3
        Segment Operating Income



             Depreciation and amortization                                                                       47                                               45                             2                                                          154                         142             12
        expenses



             Equity in earnings of equity method                                                                  3                                                3                                                                                        11                           8              3
        investments



             
                Gathering and Processing                                                                  $
             
                130                               $
     127                                                                    $
       3                               $
      
      391     $
      373     $
     18
        Segment EBITDA

    ---


                                                                                                 Three Months Ended September 30, 2017                               Nine Months Ended September 30, 2017


                                                                             Combined                                      Andeavor        Predecessors       Combined                                       Andeavor           Predecessors
                                                                                                           Logistics LP (p)                                                                  Logistics LP (p)




             
                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                                      64                                                   64                                                                                 179               179
        shown separately below)



             Operating expenses (exclusive of                                    113                                                   94                            19                                                    284               249                35
        depreciation and amortization)



             Depreciation and amortization                                        51                                                   36                            15                                                    134               110                24
        expenses



             General and administrative expenses                                  16                                                   13                             3                                                     41                33                 8



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

    ---

                           Gathering and Processing Segment Operating Income       50                                                   47                             3                                                    158               161               (3)



             Depreciation and amortization                                        51                                                   36                            15                                                    134               110                24
        expenses



             Equity in earnings of equity method                                   2                                                    2                                                                                   7                 7
        investments



             
                Gathering and Processing                                   $
      
      103                                                        $
     85                                                           $
      18                     $
      
      299        $
      278     $
     21


             
                     Segment EBITDA

    ---



             
                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   Predecessors                           Combined                     Andeavor   Predecessors
                                                                                                                                   Logistics LP (p)                                                               Logistics LP (p)

                                                                                                                                                                                                                                   ---




             
                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                                                   554                                                                     554                                                  716                              716
        items shown separately below)



             Operating expenses (excluding                                                         6                                                                       6                                                   12                               12
        depreciation and amortization)



             Depreciation and amortization                                                         2                                                                       2                                                    3                                3
        expenses



             
                Wholesale Segment Operating                                              7                                                                       7                                                    9                                9


             
                     Income



             Depreciation and amortization                                                         2                                                                       2                                                    3                                3
        expenses



             
                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                                        North Dakota NGL
                                                                                              Logistics Hub
                                                                   2019E

                                                                                                            ---

                     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                                            Gathering and Processing
                                                             Transportation




       
                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

    ---



       
                Andeavor Logistics LP



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






                                                                                                                        
     
              Three Months Ended


                                                                                                   December 31,           March 31,                     June 30,          September 30,    Trailing Four
                                                                                                                                                                                              Quarters
                                                                                                           2017                 2018                          2018                    2018

                                                                                                                                                                                                     ---


       
                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

View original content:http://www.prnewswire.com/news-releases/andeavor-logistics-lp-reports-third-quarter-2018-results-300745540.html

SOURCE Andeavor Logistics LP