Andeavor Logistics LP Reports First-Quarter 2019 Results

FINDLAY, Ohio, May 8, 2019 /PRNewswire/ --

    --  Reported first-quarter net earnings of $157 million and EBITDA of $319
        million, which provided 1.06x distribution coverage and resulted in 3.9x
        leverage
    --  Terminalling and Transportation segment operating income of $152 million
        and EBITDA of $191 million driven by drop downs and strong pipeline
        transportation volumes
    --  Gathering and Processing segment operating income of $63 million and
        EBITDA of $129 million impacted by lower Rockies volumes, offset by
        Permian crude oil and Bakken natural gas volume growth
    --  Reported net cash from operating activities of $219 million and DCF
        attributable to common unitholders of $255 million
    --  Announced agreement to be acquired by MPLX

Andeavor Logistics LP (NYSE: ANDX) today reported first-quarter 2019 net earnings of $157 million, compared with $131 million in 2018. Earnings before interest, taxes, depreciation and amortization (EBITDA) was $319 million, compared with $275 million in first-quarter 2018. The increase in earnings and EBITDA was driven by the 2018 Drop Down completed in August 2018, which contributed $33 million of net earnings and $47 million of EBITDA in 2019, and the SLC Core Pipeline System acquisition completed in May 2018. Terminalling and Transportation reported segment operating income of $152 million and segment EBITDA of $191 million for the quarter, up $48 million for both, respectively, on a year-over-year basis. Gathering and Processing reported segment operating income of $63 million and segment EBITDA of $129 million for the quarter, down $14 million and $4 million, respectively, versus the first-quarter of last year.

The company also announced that MPLX LP (NYSE: MPLX) and Andeavor Logistics have entered into a definitive merger agreement whereby MPLX will acquire ANDX in a unit-for-unit exchange. "This merger creates a leading, large-scale, diversified midstream company anchored by fee-based cash flows," said Gary R. Heminger, chairman and chief executive officer. "The combined entity will have an expanded geographic footprint with enhanced long-term growth opportunities. We are confident about the midstream growth and value-creation opportunities that exist across this combined platform in the best basins in the U.S.

"Andeavor Logistics' first-quarter results increased year-over-year, driven by the 2018 Drop Down, higher pipeline transportation volumes, and increased crude oil volumes in the Permian," added Heminger. "The positives in first quarter offset headwinds associated with lower Rockies natural gas gathering and processing volumes, lower NGL sales from ethane rejection, and extreme winter weather impacting Bakken crude oil gathering volumes.

"Looking forward, we expect solid results in the Terminalling and Transportation segment, driven by the 2018 Drop Down and seasonally strong demand through our terminal and pipeline assets," Heminger continued. "We also expect strong results in the Gathering and Processing segment from continued growth in Permian crude, Bakken gas, and full operations on our NGL Logistics Hub project."

The company generated $219 million in net cash from operating activities and distributable cash flow (DCF) attributable to common unitholders of $255 million during the quarter. On April 29, 2019, Andeavor Logistics announced a quarterly cash distribution of $1.03 per limited partnership unit, or $4.12 on an annualized basis, which was flat with the prior quarter, and finished the quarter with coverage of 1.06x and leverage of 3.9x.

First-Quarter Results


                                                                                Three Months Ended

                                                                                    March 31,



     
              ($ in millions)                                      2019                         2018 (a)




     Net Earnings                                                         $
     
             157                 $
     131



     Segment Operating Income



     Terminalling and Transportation                                      $
     
             152                 $
     104



     Gathering and Processing                                          63                               77



     Wholesale                                                          5                                4





     EBITDA (b)                                                           $
     
             319                 $
     275



     Segment EBITDA (b)



     Terminalling and Transportation                                      $
     
             191                 $
     143



     Gathering and Processing                                         129                              133



     Wholesale                                                          8                                7





     Net Cash From Operating Activities                                   $
     
             219                 $
     266



     Distributable Cash Flow Attributable to Common Unitholders (b)       $
     
             255                 $
     199





     Total Distributions to be Paid to Common Unitholders                 $
     
             240                 $
     205



     Distribution Coverage Ratio (b)                                1.06x                           0.97x



               (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 $152 million for the first-quarter 2019, an increase of $48 million from the prior year, and segment EBITDA was $191 million, an increase of $48 million from the prior year. The year-over-year increase was primarily attributable to contributions from the 2018 Drop Down, stronger year-over-year pipeline transportation volumes associated with lower refinery turnaround activity, and the SLC Core Pipeline System acquisition. During the quarter, the 2018 Drop Down contributed $19 million of segment operating income and $26 million of segment EBITDA.

Gathering and Processing
Gathering and Processing segment operating income was $63 million for the first-quarter 2019, a decrease of $14 million from the prior year, and segment EBITDA was $129 million, a decrease of $4 million from the prior year. The decrease was primarily attributable to lower natural gas gathering, processing, and NGL sales volumes in the Rockies as well as an expiration of a natural gas gathering contract in the Rockies. This was partially offset by Permian Basin crude oil volume growth and higher natural gas gathering and processing volumes in the Bakken from the expanded capacity at the Robinson Lake processing facility. Results were also impacted by a non-cash accrual due to a legal reserve associated with an ongoing contract dispute. During the quarter, the 2018 Drop Down contributed $17 million of segment operating income and $21 million of segment EBITDA.

Wholesale
Wholesale segment operating income was $5 million for the first-quarter 2019, an increase of $1 million from the prior year, and segment EBITDA for the first-quarter 2019 was $8 million, an increase of $1 million from the prior year. The slight year-over-year increase was driven by higher volumes and a favorable wholesale margin environment.

Balance Sheet and Cash Flow
Net cash from operating activities was $219 million in the first-quarter 2019, and distributable cash flow attributable to common unitholders for the first-quarter was $255 million. As of March 31, 2019, Andeavor Logistics had $29 million of cash and $1.2 billion of availability under its credit facilities and intercompany loan with Marathon Petroleum Corporation (NYSE: MPC). Total debt of $5.2 billion resulted in a leverage ratio of 3.9x at March 31, 2019.

Net capital expenditures for the first-quarter 2019 were $106 million, which included $100 million of net growth investments and $6 million of net maintenance capital.

Conference Call
Andeavor Logistics' previously announced first-quarter 2019 earnings conference call and webcast, which had been scheduled for Wednesday, May 8, at 1 p.m. EDT has been canceled. MPLX and ANDX will hold a conference call and webcast at 8:30 a.m. EDT today to discuss the transaction. Interested parties may listen to the conference call by dialing 1-888-455-2707 (confirmation number 2634753) or by visiting MPLX's website at http://www.mplx.com and clicking on the "Events and Presentations" link in the "Investor Center" tab or ANDX's website at http://www.andeavorlogistics.com and clicking on the "Events and Presentations" link in the "Investor" tab. A replay of the webcast will be available on MPLX's and ANDX's websites for two weeks. An investor presentation will also be available online prior to the conference call and webcast at http://ir.mplx.com or http://ir.andeavorlogistics.com. 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.

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.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws regarding Andeavor Logistics LP (ANDX). These forward-looking statements relate to, among other things, the proposed acquisition of ANDX by MPLX LP (MPLX) and include expectations, estimates and projections concerning the business and operations, financial priorities and strategic plans of the combined entity. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. You can identify forward-looking statements by words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "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 the company's 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: the ability to complete the proposed transaction between MPLX and ANDX on the proposed terms and timetable; the ability to satisfy various conditions to the closing of the transaction contemplated by the merger agreement; the ability to obtain regulatory approvals for the proposed transaction on the proposed terms and schedule, and any conditions imposed on the combined entity in connection with the consummation of the proposed transaction; the risk that anticipated opportunities and any other synergies from or anticipated benefits of the proposed transaction may not be fully realized or may take longer to realize than expected, including whether the proposed transaction will be accretive within the expected timeframe or at all; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of MPLX; the amount and timing of future distributions; negative capital market conditions, including an increase of the current yield on common units; the ability to achieve strategic and financial objectives, including with respect to distribution coverage, future distribution levels, proposed projects and completed transactions; adverse changes in laws including with respect to tax and regulatory matters; the adequacy of capital resources and liquidity, including, but not limited to, availability of sufficient cash flow to pay distributions and access to debt on commercially reasonable terms, and the ability to successfully execute business plans, growth strategies and self-funding models; the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products; continued/further volatility in and/or degradation of market and industry conditions; changes to the expected construction costs and timing of projects and planned investments, and the ability to obtain regulatory and other approvals with respect thereto; 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 Marathon Petroleum Corporation's (MPC) obligations under MPLX's and ANDX's commercial agreements; modifications to financial policies, capital budgets, and earnings and distributions; the ability to manage disruptions in credit markets or changes to credit ratings; 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; other risk factors inherent to MPLX's and ANDX's industry; risks related to MPC; 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, 2018, filed with 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: the risk that the cost savings and any other synergies from the Andeavor transaction may not be fully realized or may take longer to realize than expected; disruption from the Andeavor transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of Andeavor; risks as set forth above related to the acquisition of ANDX by MPLX; 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; the ability to manage disruptions in credit markets or changes to credit ratings; 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; 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 business plans and to effect any share repurchases or dividend increases, including within the expected timeframe; the effect of restructuring or reorganization of business components; the potential effects of judicial or other proceedings on the 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 or other similar risks to those identified herein affecting MPLX or ANDX; 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, 2018, filed with the 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 respective 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.

Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE CONSENT STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final consent statement/prospectus will be sent to unitholders of Andeavor Logistics LP ("ANDX"). Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, from ANDX at its website, http://ir.andeavorlogistics.com, or by contacting ANDX's Investor Relations at (419) 421-2414, or from MPLX at its website, http://ir.mplx.com, or by contacting MPLX's Investor Relations at (419) 421-2414.

Participants in Solicitation
MPLX, ANDX, MPC and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of consents in respect of the proposed transaction. Information concerning MPLX's directors and executive officers is set forth in its Annual Report on Form 10-K for the year ended Dec. 31, 2018, filed Feb. 28, 2019. Information concerning ANDX's directors and executive officers is set forth in its Annual Report on Form 10-K for the year ended Dec. 31, 2018, filed Feb. 28, 2019. Information concerning MPC's executive officers is set forth in MPC's Annual Report on Form 10-K for the year ended Dec. 31, 2018, filed Feb. 28, 2019. Information about MPC's directors is set forth in MPC's Definitive Proxy Statement on Schedule 14A for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on March 14, 2019. Investors and security holders will be able to obtain the documents free of charge from the sources indicated above, and with respect to MPC, from its website, https://www.marathonpetroleum.com/Investors, or by contacting MPC's Investor Relations at (419) 421-2414. Additional information regarding the interests of such participants in the solicitation of consents in respect of the proposed transaction will be included in the registration statement and consent statement/prospectus and other relevant materials to be filed with the SEC when they become available.

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;
        --  Distributable Cash Flow - U.S. GAAP-based net cash flow from EBITDA
            adjusted for amounts spent on maintenance capital net of
            reimbursements and other adjustments;
        --  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.

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," and "Average Margin on NGL Sales per Barrel" 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 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, who merged with and became a wholly-owned subsidiary of MPC effective October 1, 2018, 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.



       
                Andeavor Logistics LP



       
                Condensed Consolidated Balance Sheets (Unaudited) (In millions)

    ---



                                                                                     March 31,                    December 31,
                                                                                                                        2018
                                                                                          2019

                                                                                                                           ---


       
                Assets



       Current Assets



       Cash and cash equivalents                                                                  $
        
         29                   $
         10



       Receivables, net of allowance for doubtful accounts                                561                              474



       Prepayments and other current assets                                                58                               79

                                                                                                                           ---


       Total Current Assets                                                               648                              563



       Property, Plant and Equipment, Net                                               6,882                            6,845



       Other Noncurrent Assets, Net                                                     3,004                            2,887

                                                                                                                           ---


       Total Assets                                                                           $
         
        10,534               $
         10,295

    ---                                                                                                                                  ---




       
                Liabilities and Equity



       Current Liabilities



       Accounts payable                                                                          $
        
         482                  $
         466



       Accrued interest and financing costs                                                69                               41



       Current maturities of debt                                                         503                              504



       Other current liabilities                                                           91                               81



       Total Current Liabilities                                                        1,145                            1,092



       Debt, Net of Unamortized Issuance Costs                                          4,622                            4,460



       Other Noncurrent Liabilities                                                       177                               69



       Equity                                                                           4,590                            4,674



       Total Liabilities and Equity                                                           $
         
        10,534               $
         10,295

    ---                                                                                                                                  ---



       
                Andeavor Logistics LP



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

    ---



                                                                                                           Three Months Ended

                                                                                                               March 31,


                                                                                                   2019                            2018 (a)

                                                                                                                                       ---


       Revenues



       Terminalling and Transportation                                                                  $
              
             293           $
       232



       Gathering and Processing                                                                    321                                 299



       Wholesale                                                                                    22                                  17



       Intersegment revenues                                                                       (6)                                (2)

    ---                                                                                                                                ---


       Total Revenues                                                                              630                                 546

    ---                                                                                                                                ---


       Costs and Expenses



       NGL expense (excluding items shown separately below)                                         59                                  48



       Operating expenses (excluding depreciation and amortization)                                239                                 201



       Depreciation and amortization expenses                                                      101                                  89



       General and administrative expenses                                                          20                                  31



       Operating Income                                                                            211                                 177



       Interest and financing costs, net                                                          (61)                               (55)



       Equity in earnings of equity method investments                                               7                                   8



       Other income, net                                                                             -                                  1

    ---                                                                                                                                ---


       Net Earnings                                                                                     $
              
             157           $
       131

    ---                                                                                                                                          ---




       Loss attributable to Predecessors                                                     
     
         $                                       $
       8

    ---


       Net Earnings Attributable to Partners                                                       157                                 139



       Preferred unitholders' interest in net earnings                                            (10)                               (14)



       Limited Partners' Interest in Net Earnings                                                       $
              
             147           $
       125

    ---                                                                                                                                          ---




       Net Earnings per Limited Partner Unit:



       Common - basic                                                                                  $
              
             0.60          $
       0.59



       Common - diluted                                                                                $
              
             0.60          $
       0.59





       Weighted Average Limited Partner Units Outstanding:



       Common units - basic                                                                      245.5                               217.2



       Common units - diluted                                                                    245.7                               217.4



       
                Andeavor Logistics LP



       
                Selected Operating Segment Data (Unaudited) (In millions)

    ---



                                                                                        Three Months Ended

                                                                                           March 31,


                                                                               2019                        2018 (a)




       
                Earnings Before Income Taxes



       Terminalling and Transportation                                             $
       
                152           $
       104



       Gathering and Processing                                                 63                              77



       Wholesale                                                                 5                               4

    ---


       Total Segment Operating Income                                          220                             185



       Unallocated general and administrative expenses                         (9)                            (8)




       Operating Income                                                        211                             177



       Interest and financing costs, net                                      (61)                           (55)



       Equity in earnings of equity method investments                           7                               8



       Other income, net                                                                                        1

    ---


       Earnings Before Income Taxes                                                $
       
                157           $
       131

    ---                                                                                                                 ---


       
                Depreciation and Amortization Expenses



       Terminalling and Transportation                                              $
       
                36            $
       33



       Gathering and Processing                                                 62                              53



       Wholesale                                                                 3                               3

    ---


       Total Depreciation and Amortization Expenses                                $
       
                101            $
       89

    ---                                                                                                                 ---


       
                Segment EBITDA (c)



       Terminalling and Transportation                                             $
       
                191           $
       143



       Gathering and Processing                                                129                             133



       Wholesale                                                                 8                               7

    ---


       Total Segment EBITDA                                                        $
       
                328           $
       283

    ---                                                                                                                 ---


       
                Capital Expenditures



       Terminalling and Transportation                                              $
       
                25            $
       46



       Gathering and Processing                                                 97                             110



       Wholesale                                                                                                1



       Total Capital Expenditures                                                  $
       
                122           $
       157

    ---                                                                                                                 ---



               (c)               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

                                                                          March 31,


                                                     2019                                 2018 (a)

                                                                                              ---

                     Cash Flows From (Used In)



       Net earnings                                        $
              
                157            $
      131


        Depreciation and
         amortization expenses                        101                                       89


        Changes in assets and
         liabilities                                 (43)                                      38


        Other operating
         activities                                     4                                        8

    ---                                                                                       ---

        Net Cash Flows from
         Operating Activities                         219                                      266


        Investing Activities                        (119)                                   (324)


        Financing Activities                         (81)                                      10

    ---                                                                                       ---

                     Increase (Decrease) in
                      Cash and Cash
                      Equivalents                            $
              
                19           $
      (48)

    ---                                                                                                ---



       
                Andeavor Logistics LP



       
                Selected Operating Segment Data (Unaudited)



       
                (In millions, except volumes and revenue per barrel)

    ---



                                                                            Three Months Ended

                                                                                 March 31,


                                             2019                                              2018 (a)

                                                                                                   ---

                     Terminalling and Transportation
                      Segment



       
                Revenues



       Terminalling                                 $
              
             245                           $
      199


        Pipeline transportation                46                                                    31


        Other revenues                          2                                                     2

                                                                                                   ---

        Total Revenues                        293                                                   232



       Costs and Expenses


        Operating expenses                    101                                                    85


        Depreciation and
         amortization expenses                 36                                                    33


        General and
         administrative expenses                4                                                    10


        Terminalling and
         Transportation Segment
         Operating Income                            $
              
             152                           $
      104

    ---                                                                                                     ---


       
                Volumes


        Terminalling throughput
         (Mbpd)                             1,789                                                 1,751


        Average terminalling
         revenue per barrel (d)                     $
              
             1.53                          $
      1.26


        Pipeline transportation
         throughput (Mbpd)                  1,067                                                   877


        Average pipeline
         transportation revenue
         per barrel (d)                             $
              
             0.47                          $
      0.39



          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

     (d)   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 March 31,
            2019 and 2018); 
              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

                                                                                                                                          March 31,


                                                                                                                2019                                    2018 (a)

                                                                                                                                                            ---


       
                Gathering and Processing Segment



       
                Revenues



       NGL sales (e)                                                                                                   $
         
         122                           $
        104



       Gas gathering and processing                                                                              70                                          85



       Crude oil and water gathering                                                                             97                                          75



       Pass-thru and other                                                                                       32                                          35

    ---


       Total Revenues                                                                                           321                                         299



       Costs and Expenses



       NGL expense (excluding items shown separately below)                                                      59                                          48



       Operating expenses                                                                                       131                                         108



       Depreciation and amortization expenses                                                                    62                                          53



       General and administrative expenses                                                                        6                                          13



       Gathering and Processing Segment Operating Income                                                                $
         
         63                            $
        77

    ---                                                                                                                                                                 ---


       
                Volumes



       NGL sales (Mbpd) (e)                                                                                     6.8                                        11.8



       Average margin on NGL sales per barrel (c)(d)(e)                                                             $
         
         103.76                         $
        53.22



       Gas gathering and processing throughput (thousands of MMBtu/d)                                           699                                         831



       Average gas gathering and processing revenue per MMBtu (d)                                                     $
         
         1.11                          $
        1.13



       Crude oil and water gathering volume (Mbpd)                                                              528                                         400



       Average crude oil and water gathering revenue per barrel (d)                                                   $
         
         2.03                          $
        2.08



               (e)               We had 29.7 Mbpd and 26.7 Mbpd of
                                  NGL sales under percent of proceeds
                                  ("POP") and keep-whole
                                  arrangements, for the three months
                                  ended March 31, 2019 and March 31,
                                  2018, respectively, of which we
                                  retained 6.8 Mbpd and 11.8 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.



       
                Andeavor Logistics LP



       
                Selected Operating Segment Data (Unaudited)



       
                (In millions, except per gallon)

    ---



                                                                              Three Months Ended

                                                                                   March 31,


                                                                 2019                            2018 (a)

                                                                                                     ---


       
                Wholesale Segment



       
                Revenues



       Fuel sales                                                    $
      
      12                                 $
     9



       Other wholesale                                            10                                       8



       Total Revenues                                             22                                      17



       Costs and Expenses



       Operating expenses                                         13                                      10



       Depreciation and amortization expenses                      3                                       3



       General and administrative expenses                         1



       Wholesale Operating Income                                     $
      
      5                                 $
     4

    ---


       
                Volumes



       Fuel sales volumes (millions of gallons)                  326                                     286



       Wholesale fuel sales per gallon (d)                       3.6        ¢                            3.1 ¢

Non-GAAP Reconciliations



       
                Andeavor Logistics LP



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



       
                (In millions, except ratios)

    ---



                                                                                            Three Months Ended

                                                                                               March 31,


                                                                                    2019                       2018 (a)




       
                Reconciliation of Net Earnings to EBITDA



       Net earnings                                                                     $
      
                157           $
      131



       Depreciation and amortization expenses                                       101                             89



       Interest and financing costs, net of capitalized interest                     61                             55



       
                EBITDA                                                          319                            275



       Predecessor impact                                                                                           2



       Maintenance capital expenditures (f)                                        (29)                          (22)



       Reimbursement for maintenance capital expenditures (f)                        15                              6



       Changes in deferred revenue (g)                                                1                            (3)



       Interest and financing costs, net                                           (61)                          (55)



       Amortized debt costs                                                           2                              3



       Adjustments for equity method investments                                      7                              3



       Other (h)                                                                     11                              -

    ---


       
                Distributable Cash Flow                                         265                            209



       Less: Preferred unit distributions (i)                                      (10)                          (10)




       
                Distributable Cash Flow Attributable to Common Unitholders          $
      
                255           $
      199

    ---                                                                                                                    ---



               (f)               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.


               (g)               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.


               (h)               Other includes transaction costs related
                                  to recent acquisitions, non-cash legal
                                  reserves and unit-based compensation
                                  expense.


               (i)               Represents the cash distributions earned
                                  by the Preferred Units for the three
                                  months ended March 31, 2019 assuming a
                                  distribution is declared by the Board of
                                  Directors. Cash distributions to be paid
                                  to holders of the Preferred Units are
                                  not available to common unitholders.


                                                                                                             Three Months Ended

                                                                                                                March 31,


                                                                                                     2019                       2018 (a)




       
                Reconciliation of Net Cash from Operating Activities to Distributable Cash Flow



       Net cash from operating activities                                                                $
      
                219           $
     266



       Changes in assets and liabilities                                                              43                           (38)



       Predecessors impact                                                                                                           2



       Maintenance capital expenditures (f)                                                         (29)                          (22)



       Reimbursement for maintenance capital expenditures (f)                                         15                              6



       Adjustments for equity method investments                                                       7                            (1)



       Changes in deferred revenue (g)                                                                 1                            (3)



       Other (j)                                                                                       9                            (1)



       
                Distributable Cash Flow                                                          265                            209



       Less: Preferred unit distributions (i)                                                       (10)                          (10)

    ---


       
                Distributable Cash Flow Attributable to Common Unitholders                           $
      
                255           $
     199

    ---




              (j)                Other includes transaction
                                   costs related to recent
                                   acquisitions and non-cash
                                   legal reserves.


                                                                                      Three Months Ended

                                                                                           March 31,


                                                                                 2019                        2018 (a)




       
                Distributions



       Limited partner's distributions on common units                               $
              
          240          $
     205



       Distributions on preferred units                                           10                              10



       
                Total Distributions to be Paid                               250                             215



       Less: Distributions on preferred units                                   (10)                           (10)



       
                Total Distributions to be Paid to Common Unitholders             $
              
          240          $
     205

    ---




       
                Distributable Cash Flow Attributable to Common Unitholders       $
              
          255          $
     199





       
                Distribution Coverage Ratio                                1.06x                          0.97x



       
                Andeavor Logistics LP



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



       
                (In millions)

    ---



                                                                                                            Three Months Ended

                                                                                                                March 31,


                                                                                            2019                               2018 (a)

                                                                                                                                   ---


       
                Reconciliation of Segment Operating Income to Segment EBITDA



       Terminalling and Transportation segment operating income                                 $
       
       152                           $
        104



       Depreciation and amortization expenses                                                36                                     33



       Equity in earnings of equity method investments                                        3                                      5



       Other income, net                                                                      -                                     1

    ---                                                                                                                            ---


       
                Terminalling and Transportation Segment EBITDA                              $
       
       191                           $
        143

    ---                                                                                                                                      ---




       Gathering and Processing segment operating income                                         $
       
       63                            $
        77



       Depreciation and amortization expenses                                                62                                     53



       Equity in earnings of equity method investments                                        4                                      3



       
                Gathering and Processing Segment EBITDA                                     $
       
       129                           $
        133

    ---                                                                                                                                      ---




       Wholesale segment operating income                                                         $
       
       5                             $
        4



       Depreciation and amortization expenses                                                 3                                      3



       
                Wholesale Segment EBITDA                                                      $
       
       8                             $
        7

    ---                                                                                                                                      ---



       
                Andeavor Logistics LP



       
                Average Margin on NGL Sales per Barrel (Unaudited)



       
                (In millions, except days and per barrel amounts)

    ---



                                                                                          Three Months Ended

                                                                                              March 31,


                                                                        2019                                 2018 (a)

                                                                                                                 ---


       
                Segment Operating Income                                   $
       
         63                            $
        77



       Add back:



       Operating expenses (excluding depreciation and amortization)     131                                      108



       General and administrative expenses                                6                                       13



       Depreciation and amortization expenses                            62                                       53



       Subtract:



       Gas gathering and processing revenues                           (70)                                    (85)



       Crude oil gathering revenues                                    (97)                                    (75)



       Pass-thru and other revenues                                    (32)                                    (35)

                                                                                                                 ---


       
                Margin on NGL Sales                                        $
       
         63                            $
        56

    ---                                                                                                                      ---


       
                Divided by Total Volumes for the Period:



       NGLs sales volumes (Mbpd)                                        6.8                                     11.8



       Number of days in the period                                      90                                       90



       Total volumes for the period (thousands of barrels) (k)          612                                    1,062

    ---                                                                                                          ---


       
                Average Margin on NGL Sales per Barrel (k)              $
        
       103.76                         $
        53.22

    ---                                                                                                                      ---



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



       
                Andeavor Logistics LP



       
                Selected Financial Data (Unaudited) (In millions)

    ---



                                                                                                                Three Months Ended

                                                                                                                    March 31,


                                                                                                  2019                             2018 (a)

                                                                                                                                       ---


       
                Capital Expenditures



       Growth                                                                                         $
       
             104                   $
        142



       Maintenance                                                                                 18                                   15



       
                Total Capital Expenditures                                                        $
       
             122                   $
        157

    ---                                                                                                                                          ---




       
                Capital Expenditures, Net of Reimbursements



       Growth                                                                                         $
       
             100                   $
        132



       Maintenance                                                                                  6                                   13



       
                Total Capital Expenditures, Net of Reimbursements                                 $
       
             106                   $
        145

    ---                                                                                                                                          ---




       
                Capital Expenditures, Andeavor Logistics LP (l)



       Growth                                                                                         $
       
             104                    $
        71



       Maintenance                                                                                 18                                   12



       
                Total Capital Expenditures, Andeavor Logistics LP                                 $
       
             122                    $
        83

    ---                                                                                                                                          ---




       
                Capital Expenditures, Net of Reimbursements, Andeavor Logistics LP (l)



       Growth                                                                                         $
       
             100                    $
        61



       Maintenance                                                                                  6                                   10



       
                Total Capital Expenditures, Net of Reimbursements, Andeavor Logistics LP          $
       
             106                    $
        71

    ---                                                                                                                                          ---




       
                Capital Expenditures, Predecessors



       Growth                                                                                
     
        $                                      $
        71



       Maintenance                                                                                  -                                   3




       
                Total Capital Expenditures, Predecessors                                 
     
        $                                      $
        74

    ---




       
                Deferred Costs



       Turnarounds & Catalysts                                                                          $
       
             1                     $
        7



       Tank Restoration                                                                            10                                    6




       
                Total Deferred Costs                                                               $
       
             11                    $
        13

    ---                                                                                                                                          ---



               (l)               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

                                                                          March 31,


                                                               2019

                                                                                           2018 (a)




       
                General and Administrative Expenses



       Terminalling and Transportation                              $
      
                4              $
     10



       Gathering and Processing                                  6                               13



       Wholesale                                                 1



       Unallocated                                               9                                8




       
                Total General and Administrative Expenses      $
      
                20              $
     31

    ---



       
                Andeavor Logistics LP



       
                Reconciliation of Combined Financial Statements (Unaudited)


       
                (In millions)

    ---





                                                                                               Three Months Ended March 31, 2018


                                                                                 Combined                                            Andeavor    Predecessors
                                                                                                                    Logistics LP (q)

                                                                                                                                                          ---




       
                Revenues



       Affiliate                                                                         $
     
              327                                    $
              318        $
         9



       Third-party                                                                   219                                                  217                2

                                                                                                                                                          ---


       Total Revenues                                                                546                                                  535               11



       
                Costs and Expenses



       NGL expense (exclusive of items shown separately below)                        48                                                   48



       Operating expenses (exclusive of depreciation and amortization)               201                                                  190               11



       Depreciation and amortization expenses                                         89                                                   80                9



       General and administrative expenses                                            31                                                   27                4




       
                Operating Income (Loss)                                          177                                                  190             (13)



       Interest and financing costs, net                                            (55)                                                (54)             (1)



       Equity in earnings of equity method investments                                 8                                                    2                6



       Other income, net                                                               1                                                    1

    ---                                                                                                                                                   ---


       
                Net Earnings (Loss)                                                  $
     
              131                                    $
              139      $
         (8)

    ---                                                                                                                                                                  ---


       Loss attributable to Predecessors                                               8                                                                    8

    ---                                                                                                                                                   ---


       
                Net Earnings Attributable to Partners                            139                                                  139



       Preferred unitholders' interest in net earnings                              (14)                                                (14)




       
                Limited Partners' Interest in Net Earnings                           $
     
              125                                    $
              125  
     $

    ---                                                                                                                                                                  ---



       
                Andeavor Logistics LP



       
                Terminalling and Transportation Segment Reconciliation of Combined Financial Statements



       
                (Unaudited) (In millions)

    ---



                                                                                                                           Three Months Ended March 31, 2018


                                                                                                             Combined                                        Andeavor    Predecessors
                                                                                                                                  Logistics LP (q)

                                                                                                                                                                                  ---


       
                Revenues



       Terminalling                                                                                                  $
     
              199                                $
              198    $
         1



       Pipeline transportation                                                                                    31                                               31



       Other revenues                                                                                              2                                                2

                                                                                                                                                                                  ---


       
                Terminalling and Transportation Revenues                                                     232                                              231                1



       
                Costs and Expenses



       Operating expenses (exclusive of depreciation and amortization)                                            85                                               74               11



       Depreciation and amortization expenses                                                                     33                                               29                4



       General and administrative expenses                                                                        10                                                8                2




       
                Terminalling and Transportation Segment Operating Income (Loss)                              104                                              120             (16)



       Depreciation and amortization expenses                                                                     33                                               29                4



       Equity in earnings of unconsolidated affiliates                                                             5                                                -               5



       Other income, net                                                                                           1                                                1

    ---                                                                                                                                                                           ---


       
                Terminalling and Transportation Segment EBITDA                                                   $
     
              143                                $
              150  $
         (7)

    ---                                                                                                                                                                                      ---



       
                Andeavor Logistics LP



       
                Gathering and Processing Segment Reconciliation of Combined Financial Statements



       
                (Unaudited) (In millions)

    ---



                                                                                                                    Three Months Ended March 31, 2018


                                                                                                      Combined                                            Andeavor    Predecessors
                                                                                                                                         Logistics LP (q)

                                                                                                                                                                               ---


       
                Revenues



       NGL sales                                                                                              $
     
              104                                    $
              104  
     $



       Gas gathering and processing                                                                        85                                                   85



       Crude oil and water gathering                                                                       75                                                   65               10



       Pass-thru and other                                                                                 35                                                   35

    ---


       
                Total Revenues                                                                        299                                                  289               10



       
                Costs and Expenses



       NGL expense (exclusive of items shown separately below)                                             48                                                   48



       Operating expenses (exclusive of depreciation and amortization)                                    108                                                  108



       Depreciation and amortization expenses                                                              53                                                   48                5



       General and administrative expenses                                                                 13                                                   11                2




       
                Gathering and Processing Segment Operating Income                                      77                                                   74                3



       Depreciation and amortization expenses                                                              53                                                   48                5



       Equity in earnings of equity method investments                                                      3                                                    2                1




       
                Gathering and Processing Segment EBITDA                                                   $
     
              133                                    $
              124      $
         9

    ---                                                                                                                                                                                     ---



       
                Andeavor Logistics LP



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

    ---



                                                                                                                                                                                             2018 Drop Down
                                                                                                                                                                                     EBITDA
                                                                                                                                                                                  Contribution

                                                                                                                                                                                              Three Months
                                                                                                                                                                                Ended March 31,
                                                                                                                                                                                                       2019




       
                Net Earnings                                                                                                                                                                           $
      33



       Add: Depreciation and amortization expense                                                                                                                                                        7



       Add: Interest and financing costs, net                                                                                                                                                            7

    ---


       
                EBITDA                                                                                                                                                                                 $
      47

    ---



                                                                                                                                     2018 Drop Down Segment EBITDA Contribution

                                                                                                                           
         
            Three Months Ended March 31, 2019


                                                                                                             Terminalling and                                   Gathering and                                        Total
                                                                                                   Transportation                                     Processing




       
                Operating Income                                                                                         $
       19                                                                        $
      17        $
        36



       Add: Depreciation and amortization expenses                                                                         4                                                3                                      7



       Add: Equity in earnings of equity method investments                                                                3                                                1                                      4



       
                Segment EBITDA                                                                                           $
       26                                                                        $
      21        $
        47

    ---                                                                                                                                                                                                                       ---



       
                Andeavor Logistics LP



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

    ---



                                                                                                                
       
     Three Months Ended


                                                                                                    June 30,                September       December   March 31,                  Trailing Four
                                                                                                        2018                  30, 2018       31, 2018        2019          Quarters

                                                                                                                                                                                            ---


       
                Net Earnings                                                                            $
     132                      $
           166               $
     171                                $
     157       $
     626



       Add: Depreciation and amortization expense                                                        93                        85             101          101                             380



       Add: Interest and financing costs, net                                                            60                        57              61           61                             239




       
                EBITDA                                                                                  $
     285                      $
           308               $
     333                                $
     319 1,245

    ---


       Add: Pro forma adjustment for acquisitions                                                                                                                                         75




       
                Pro forma LTM EBITDA                                                                                                                                                       $
      1,320


                                  March 31,

                                       2019




     Total debt                            $
     
     5,167



     Pro forma LTM EBITDA            1,320



     
                Leverage ratio      3.9x

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SOURCE Andeavor Logistics LP