Andeavor Logistics (ANDX) 10-Q 6 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 03, 2015
Entity Registrant Name	TESORO LOGISTICS LP
Entity Central Index Key	1,507,615
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Common
Entity Common Stock, Units Outstanding		88,096,974
General Partner
Entity Common Stock, Units Outstanding		1,631,448

Condensed Statements of Combine

Condensed Statements of Combined Consolidated Operations (Unaudited) - USD ($) $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014
Revenues
Affiliate	[1]	$ 154	$ 117	[2]	$ 302	$ 228	[2]
Third-party		121	16	[2]	236	32	[2]
Total Revenues		275	133	[2]	538	260	[2]
Costs and Expenses
Operating and maintenance expenses		105	63	[2]	199	115	[2]
Imbalance settlement gains and reimbursements from Tesoro	[3]	(11)	(8)	[2]	(19)	(15)	[2]
General and administrative expenses		28	13	[2]	53	23	[2]
Depreciation and amortization expenses		44	17	[2]	88	33	[2],[4]
Net (gain) loss on asset disposals and impairments		0	0	[2]	0	(4)	[2]
Total Costs and Expenses		166	85	[2]	321	152	[2]
OPERATING INCOME		109	48	[2]	217	108	[2]
Interest and financing costs, net		(38)	(17)	[2]	(75)	(35)	[2]
Equity in earnings of unconsolidated affiliates		1	0		4	0	[2]
NET INCOME		72	31	[2]	146	73	[2],[4]
Loss attributable to Predecessors		0	3	[2]	0	4	[2]
Net income attributable to noncontrolling interest		(6)	0	[2]	(16)	0	[2]
Net Income (Loss) Attributable to Parent	[5]	66	31		130	73
Net income attributable to partners		66	34	[2]	130	77	[2]
General partner's interest in net income, including incentive distribution rights		(17)	(8)	[2]	(31)	(15)	[2]
Limited partners' interest in net income		$ 49	$ 26	[2]	$ 99	$ 62	[2]
Net income per limited partner unit:
Common - basic		$ 0.60	$ 0.45		$ 1.23	$ 1.15
Common - diluted		0.60	0.45		1.23	1.14
Subordinated - basic and diluted		$ 0	$ 0.45		$ 0	$ 1.13
Weighted average limited partner units outstanding:
Common units - basic	[6]	80,742,221	46,911,533		80,497,573	43,070,111
Common units - diluted	[6]	80,810,838	47,012,424		80,564,247	43,169,298
Subordinated units - basic and diluted	[7]	0	7,543,627		0	11,377,957
Cash distributions paid per unit		$ 0.6950	$ 0.5900		$ 1.3625	$ 1.1550
QEP Midstream Partners, LP
Revenues
Gathering and transportation		$ 33	$ 28		$ 66	$ 57
Condensate sales		1	2		3	4
Total Revenues		34	30		69	61
Costs and Expenses
Gathering/Processing expense		8	7		14	13
General and administrative expenses		6	5		10	10
Depreciation and amortization expenses		8	8		16	16
Net (gain) loss on asset disposals and impairments		5	0		5	0
Total Costs and Expenses		27	20		45	39
OPERATING INCOME		7	10		24	22
Equity in earnings of unconsolidated affiliates		7	0		13	2
Interest expense		(1)	0		(2)	(1)
NET INCOME		13	10		35	23
Net income attributable to noncontrolling interest		(1)	(1)		(2)	(2)
Net Income (Loss) Attributable to Parent		$ 12	$ 9		$ 33	$ 21
Net income per limited partner unit:
Common - basic and diluted		$ 0.24	$ 0.18		$ 0.61	$ 0.39
Subordinated - basic and diluted		$ 0.24			$ 0.61
Weighted average limited partner units outstanding:
Common units - basic		26,749,311	26,719,037		26,741,902	26,716,267
Common units - diluted		26,753,276	26,719,037		26,745,017	26,720,412
Subordinated units - basic and diluted		26,705,000	26,705,000		26,705,000	26,705,000
Cash distributions paid per unit		$ 0	$ 0.28		$ 0.32	$ 0.55
Green River Processing, LLC
Revenues
Affiliate		$ 12	$ 8		$ 23	$ 15
Third-party		18	28		33	60
Total Revenues		30	36		56	75
Costs and Expenses
Gathering/Processing expense		4	11		8	21
Transportation and fractionation costs		9	11		17	20
General and administrative expenses		1	4		3	8
Depreciation and amortization expenses		2	2		4	4
Total Costs and Expenses		16	28		32	53
NET INCOME		$ 14	$ 8		$ 24	$ 22
[1]	Tesoro accounted for 56% and 88% of our total revenues for the three and six months ended June 30, 2015 and 2014, respectively.
[2]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[3]	Includes imbalance settlement gains of $2 million and $3 million for the three months ended June 30, 2015 and 2014, respectively, and $4 million and $5 million for the six months ended June 30, 2015 and 2014, respectively. Also includes reimbursements from Tesoro pursuant to the Amended Omnibus Agreement of $9 million and $5 million for the three months ended June 30, 2015 and 2014, respectively, and $15 million and $10 million for the six months ended June 30, 2015 and 2014, respectively.
[4]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[5]	In April 2015, the FASB issued ASU 2015-06 concerning historical earnings per unit for master limited partnership drop down transactions. We have revised the historical allocation of general partner earnings to include the Predecessor losses TLLP incurred of $3 million and $4 million during the three and six months ended June 30, 2014, respectively. See Note 1 for additional information on the new guidance.
[6]	On July 22, 2015, we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the weighted average limited partner unit balances.
[7]	On May 16, 2014, the subordinated units were converted into common units on a one-for-one basis and thereafter participate on terms equal with all other common units in distributions of available cash. Distributions and the Partnership’s net income were allocated to the subordinated units through May 15, 2014.

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 13	$ 19	[1]
Receivables, net
Trade	117	122	[1]
Affiliate	85	69	[1]
Other	0	18	[1]
Prepayments and other	11	7	[1]
Total Current Assets	226	235	[1]
Gross Property, Plant and Equipment	3,694	3,551
Less accumulated depreciation and amortization	(319)	(245)
Net Property, Plant and Equipment	3,375	3,306	[1]
Acquired intangibles, net	959	973	[1]
Goodwill	162	164	[1]
Investment in Unconsolidated Affiliates	56	57	[1]
Other Noncurrent Assets	31	30	[1]
Total Assets	4,809	4,765	[1]
Accounts payable
Trade	79	126	[1]
Affiliate	55	53	[1]
Accrued interest and financing costs	30	28	[1]
Other current liabilities	66	79	[1]
Total Current Liabilities	230	286	[1]
Other Noncurrent Liabilities	54	45	[1]
Debt, Net of Unamortized Issuance Costs	$ 2,586	$ 2,544	[1]
Commitments and Contingencies
EQUITY
Common unitholders; units issued and outstanding	$ 1,520	$ 1,474
General partner; units issued and outstanding	(14)	(19)
Owners' net investment	1,506	1,455	[1]
Noncontrolling interest	433	435	[1]
Total Equity	1,939	1,890
Total Liabilities and Equity	4,809	4,765	[1]
QEP Midstream Partners, LP
CURRENT ASSETS
Cash and cash equivalents	6	15
Receivables, net
Trade	22	20
Affiliate	16	2
Total Current Assets	44	37
Gross Property, Plant and Equipment	747	752
Less accumulated depreciation and amortization	(288)	(276)
Net Property, Plant and Equipment	459	476
Investment in Unconsolidated Affiliates	138	136
Total Assets	641	649
Accounts payable
Trade	5	12
Affiliate	9	1
Other current liabilities	4	2
Total Current Liabilities	18	15
Affiliate Long-Term Debt		210
Other Noncurrent Liabilities	24	25
Total Long-Term Liabilities	$ 227	$ 235
Commitments and Contingencies
EQUITY
Common unitholders; units issued and outstanding	$ 392	$ 393
Subordinated units; units issued and outstanding	(36)	(36)
General partner; units issued and outstanding	(1)	(1)
Owners' net investment	355	356
Noncontrolling interest	41	43
Total Equity	396	399
Total Liabilities and Equity	641	649
Green River Processing, LLC
CURRENT ASSETS
Cash and cash equivalents	6	6
Receivables, net
Trade	9	10
Affiliate	17	11
Total Current Assets	32	27
Gross Property, Plant and Equipment	320	317
Less accumulated depreciation and amortization	(43)	(39)
Net Property, Plant and Equipment	277	278
Total Assets	309	305
Accounts payable
Trade	6	10
Affiliate	10	10
Total Current Liabilities	16	20
Asset Retirement Obligation	$ 5	$ 5
Commitments and Contingencies
EQUITY
Owners' net investment	$ 288	$ 280
Total Equity	288	280
Total Liabilities and Equity	$ 309	$ 305
[1]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.

Condensed Consolidated Balance4

Condensed Consolidated Balance Sheets (Unaudited), (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
EQUITY
Common units issued (units)	80,978,687	80,125,930
General partner units issued (units)	1,631,448	1,631,448
Common units outstanding (units)	80,978,687	80,125,930
General partner units outstanding (units)	1,631,448	1,631,448
Cash and cash equivalents	$ 13	$ 19	[1]
Net Property, Plant and Equipment	3,375	3,306	[1]
QEPM
EQUITY
Cash and cash equivalents	6	15
Net Property, Plant and Equipment	$ 459	$ 476
QEP Midstream Partners, LP
EQUITY
Common units issued (units)	26,753,205	26,729,240
Subordinated units issued (units)	26,705,000	26,705,000
General partner units issued (units)	1,090,495	1,090,495
Common units outstanding (units)	26,753,205	26,729,240
Subordinated units outstanding (units)	26,705,000	26,705,000
General partner units outstanding (units)	1,090,495	1,090,495
Cash and cash equivalents	$ 6	$ 15
Net Property, Plant and Equipment	$ 459	$ 476
[1]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.

Condensed Statements of Combin5

Condensed Statements of Combined Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015		Jun. 30, 2014
Cash Flows from (used in) Operating Activities
Net income	$ 146		$ 73	[1],[2]
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization expenses	88		33	[1],[2]
Net (gain) loss on asset disposals and impairments	0		(4)	[2]
Income from unconsolidated affiliates	(4)		0	[2]
Other non-cash operating activities	9		(2)	[1]
Changes in current assets and current liabilities	(27)		(21)	[1]
Changes in non-current assets and liabilities	6		3	[1]
Net cash from operating activities	222		86	[1]
Cash Flows from (used in) Investing Activities
Capital expenditures	(160)		(64)	[1]
Acquisitions	(6)		0	[1]
Proceeds from sale of assets	0		10	[1]
Net cash used in investing activities	(166)		(54)	[1]
Cash Flows from (used in) Financing Activities
Proceeds from issuance of units, net of issuance costs	45		0	[1]
Quarterly distributions to unitholders	(110)		(63)	[1]
Quarterly distributions to general partner	(30)		(12)	[1]
Contributions from parent, net	0
Distributions to noncontrolling interest	(18)		0	[1]
Advance distribution in connection with the West Coast Logistics Assets Acquisition	0		(214)	[1]
Borrowings under revolving credit agreement	262		255	[1]
Repayments under revolving credit agreement	(223)		(28)	[1]
Sponsor contribution of equity to the Predecessor	0		4	[1]
Other capital contributions	12
Other financing activities	12		4	[1]
Net cash used in financing activities	(62)		(54)	[1]
Decrease in Cash and Cash Equivalents	(6)		(22)	[1]
Cash and Cash Equivalents, Beginning of Period	19	[3]	23	[1]
Cash and Cash Equivalents, End of Period	13		1	[1]
Supplemental Cash Flow disclosure of non-cash activities
Interest paid, net of capitalized interest	67		41	[1]
Capital expenditures included in accounts payable at period end	(42)		(22)	[1]
QEP Midstream Partners, LP
Cash Flows from (used in) Operating Activities
Net income	35		23
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization expenses	16		16
Net (gain) loss on asset disposals and impairments	5		0
Equity-based compensation expense	0		1
Income from unconsolidated affiliates	(13)		(2)
Distributions from unconsolidated affiliates	13		4
Changes in current assets and current liabilities	(12)		(6)
Changes in non-current assets and liabilities	(1)		4
Net cash from operating activities	43		40
Cash Flows from (used in) Investing Activities
Capital expenditures	(4)		(11)
Contributions to unconsolidated affiliates	(3)		0
Net cash used in investing activities	(7)		(11)
Cash Flows from (used in) Financing Activities
Borrowings under affiliate credit agreement	29		0
Repayments under affiliate credit agreement	(36)		0
Contributions from parent, net	0		1
Distributions to unitholders	(34)		(29)
Distributions to noncontrolling interest	(4)		(3)
Net cash used in financing activities	(45)		(31)
Decrease in Cash and Cash Equivalents	(9)		(2)
Cash and Cash Equivalents, Beginning of Period	15		19
Cash and Cash Equivalents, End of Period	6		17
Supplemental Cash Flow disclosure of non-cash activities
Capital expenditures included in accounts payable at period end	(1)		(3)
Green River Processing, LLC
Cash Flows from (used in) Operating Activities
Net income	24		22
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization expenses	4		4
Changes in current assets and current liabilities	(9)		(15)
Changes in non-current assets and liabilities	1		2
Net cash from operating activities	20		13
Cash Flows from (used in) Investing Activities
Capital expenditures	(4)		(3)
Net cash used in investing activities	(4)		(3)
Cash Flows from (used in) Financing Activities
Other capital contributions	8		0
Distributions to owners	(24)		(10)
Net cash used in financing activities	(16)		(10)
Decrease in Cash and Cash Equivalents	0		0
Cash and Cash Equivalents, Beginning of Period	6		0
Cash and Cash Equivalents, End of Period	6		0
Supplemental Cash Flow disclosure of non-cash activities
Capital expenditures included in accounts payable at period end	$ 0		$ (1)
[1]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[2]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[3]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.

Organization and Basis of Prese

Organization and Basis of Presentation (Notes)	6 Months Ended
	Jun. 30, 2015
Organization and Basis of Presentation	ORGANIZATION AND BASIS OF PRESENTATION Organization Tesoro Logistics LP (“TLLP” or the “Partnership”) is a fee-based, growth-oriented Delaware limited partnership formed in December 2010 by Tesoro Corporation and its wholly-owned subsidiary, Tesoro Logistics GP, LLC (“TLGP”), our general partner, to own, operate, develop and acquire logistics assets. Unless the context otherwise requires, references in this report to “we,” “us,” “our,” or “ours” refer to Tesoro Logistics LP, one or more of its consolidated subsidiaries, or all of them taken as a whole. As of June 30, 2015, the words “we,” “us,” “our,” or “ours” generally include our 58% interest in QEP Midstream Partners, LP (“QEPM”) and its subsidiaries as consolidated subsidiaries of TLLP with certain exceptions where there are transactions or obligations between QEPM and TLLP or its other subsidiaries. Unless the context otherwise requires, references in this report to “Tesoro” or our “Sponsor” refer collectively to Tesoro Corporation and any of its subsidiaries, other than TLLP, its subsidiaries and its general partner. In 2014, we entered into transactions with Tesoro and TLGP, pursuant to which TLLP acquired from Tesoro three truck terminals, ten storage tanks, two rail loading and unloading facilities and a refined products pipeline (the “West Coast Logistics Assets”) effective July 1, 2014 for the terminals, storage tanks and rail facilities and effective September 30, 2014 for the refined products pipeline (collectively referred to as the “West Coast Logistics Assets Acquisition”). On December 2, 2014 , the Partnership acquired all of the limited liability company interests of QEP Field Services, LLC (“QEPFS”) for an aggregate purchase price of approximately $2.5 billion in cash (the “Rockies Natural Gas Business Acquisition”). See Note 2 for additional information regarding the Rockies Natural Gas Business Acquisition. On April 6, 2015 , TLLP entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TLGP, QEPFS, TLLP Merger Sub LLC (“Merger Sub”), QEPM, and QEP Midstream Partners GP, LLC (“QEPM GP”). In July 2015, TLLP and QEPM completed the transaction, in which the Merger Sub merged with and into QEPM, with QEPM surviving the merger as a wholly -owned subsidiary of TLLP (the “Merger”). Following the Merger, QEPM GP remains the general partner of QEPM, and all outstanding common units representing limited partnership interests in QEPM other than QEPM Common Units held by QEPFS (the “QEPM Common Units”) were converted into the right to receive 0.3088 common units representing limited partnership interests in TLLP (the “TLLP Common Units”). The Merger was completed July 22, 2015 and TLLP issued approximately 7.1 million TLLP Common Units to QEPM unitholders. No fractional TLLP Common Units were issued in the Merger, and holders of QEPM Common Units other than QEPFS received cash in lieu of fractional TLLP Common Units. Principles of Combination and Consolidation and Basis of Presentation The West Coast Logistics Assets Acquisition was a transfer between entities under common control. As an entity under common control with Tesoro, we record the assets that we acquire from Tesoro on our consolidated balance sheet at Tesoro’s historical basis instead of fair value. Transfers of businesses between entities under common control are accounted for as if the transfer occurred at the beginning of the period, and prior periods are retrospectively adjusted to furnish comparative information. Accordingly, the accompanying financial statements and related notes of TLLP have been retrospectively adjusted to include the historical results of the assets acquired in the West Coast Logistics Assets Acquisition for all periods presented. We refer to the historical results of the West Coast Logistics Assets prior to their respective acquisition dates as our “Predecessor.” The accompanying financial statements and related notes present the results of operations and cash flows of our Predecessor at historical cost. The financial statements of our Predecessor have been prepared from the separate records maintained by Tesoro and may not necessarily be indicative of the conditions that would have existed or the results of operations if our Predecessor had been operated as an unaffiliated entity. Our Predecessor did not record revenue for transactions with Tesoro in the Terminalling and Transportation segment, with the exception of regulatory tariffs charged to Tesoro on the refined products pipeline included in the West Coast Logistics Assets Acquisition. The interim combined consolidated financial statements and notes thereto have been prepared by management without audit according to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results for the periods presented. Such adjustments are of a normal recurring nature, unless otherwise disclosed. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. However, management believes that the disclosures presented herein are adequate to present the information fairly. The accompanying interim condensed combined consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 . Our consolidated financial statements include QEPM, a variable interest entity. As the general partner of QEPM, we have the sole ability to direct the activities of QEPM that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes. In the event QEPM incurs a loss, our operating results will reflect QEPM’s loss, net of intercompany eliminations. We prepare our condensed combined consolidated financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented. We review our estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates. The results of operations of the Partnership, or our Predecessor, for any interim period are not necessarily indicative of results for the full year. We believe the carrying value of our cash and cash equivalents, receivables, accounts payable and certain accrued liabilities approximates fair value. Our fair value assessment incorporates a variety of considerations, including: • the short term duration of the instruments (less than 1% of our trade payables and 2% of our trade receivables have been outstanding for greater than 90 days ); and • the expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. The computation of the percentage of the short-term duration of our trade receivables excludes amounts that are greater than 90 days related to XTO Energy Inc.’s (“XTO”) legal dispute with QEPFS. See further discussion regarding the XTO litigation in Note 7. The fair value of our senior notes is based on prices from recent trade activity and is categorized in level 2 of the fair value hierarchy. The borrowings under our amended revolving credit facility (the “Revolving Credit Facility”), which include a variable interest rate, approximate fair value. The carrying value of our debt was approximately $2.6 billion and the fair value of our debt was approximately $2.7 billion as of June 30, 2015 . The carrying value and fair value of our debt were both approximately $2.6 billion as of December 31, 2014 . These carrying and fair values of our debt do not include any unamortized issuance costs associated with our total debt. New Accounting Standards and Disclosures Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides accounting guidance for all revenue arising from contracts to provide goods or services to customers. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 given the FASB’s recent deferral of ASU 2014-09’s effective date. Entities may choose to early adopt ASU 2014-09 as of the original effective date. The standard allows for either full retrospective adoption or modified retrospective adoption. At this time, we are evaluating the standard to determine the method of adoption and the impact of ASU 2014-09 on our financial statements and related disclosures. Pushdown Accounting. In November 2014, the SEC released a Staff Accounting Bulletin (“SAB”) overturning portions of the interpretive guidance regarding pushdown accounting. Effective November 18, 2014, the new bulletin aligns the existing guidance to the ASU issued by the FASB in October 2014. Under the new guidance, pushdown accounting can be applied in the separate financial statements of the acquired entity upon completion of the acquisition or in a subsequent period. This impacts the stand-alone financial statements of the subsidiary, but does not alter the existing reporting requirements for the parent company to record the fair value of the acquired assets, liabilities, and non-controlling interests in consolidated financial statements. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The SEC responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Rockies Natural Gas Business Acquisition, we did not elect to apply pushdown accounting to certain acquired entities. Following the Merger, we plan to apply pushdown accounting to all wholly-owned entities acquired as part of the Rockies Natural Gas Business Acquisition. Consolidation . In February 2015, the FASB issued Accounting Standard Update 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. At this time, we are evaluating the potential impact of this standard on our financial statements, as well as the available transition methods. Treatment of Predecessor in EPU calculation. In April 2015, the FASB issued Accounting Standard Update 2015-06 (“ASU 2015-06”) which requires a master limited partnership to allocate earnings or losses of transferred net assets for periods prior to asset purchases from an entity under common control entirely to the general partner when calculating earnings per unit (“EPU”). ASU 2015-06 is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. We elected to adopt this guidance beginning in the first quarter of 2015. Adoption of ASU 2015-06 did not impact the disclosed amounts of earnings per unit attributable to limited partners; however, the allocation of earnings presented in our EPU disclosure for the three and six months ended June 30, 2014 has been modified to conform to the requirements of the final standard. There were no asset purchases from Tesoro during the three and six months ended June 30, 2015. Debt Issuance Costs. In April 2015, the FASB issued Accounting Standard Update 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”), which will simplify the presentation of debt issuance costs. Under ASU 2015-03, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. As a result, our balance sheet will reflect a reclassification of unamortized debt issuance costs from other noncurrent assets to debt. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We adopted this standard in the first quarter of 2015 and applied the changes retrospectively to prior periods presented. The adoption of this standard resulted in the reclassification of $49 million from other noncurrent assets to debt on the balance sheet at December 31, 2014. Unamortized debt issuance costs of $45 million are recorded as a reduction to debt on the balance sheet at June 30, 2015.
QEP Midstream Partners, LP
Organization and Basis of Presentation	ORGANIZATION AND BASIS OF PRESENTATION References in this report to “QEP Midstream,” the “Partnership,” “we,” “our,” “us,” or like terms, refer to QEP Midstream Partners, LP and its subsidiaries. For purposes of these financial statements, “QEP Resources” refers to QEP Resources, Inc. and its consolidated subsidiaries, “TLLP” refers to Tesoro Logistics LP and its consolidated subsidiaries and “QEPFS” refers to QEP Field Services, LLC. QEP Midstream and certain of its subsidiaries were elected guarantors of TLLP’s registered 2020 Senior Notes and 2021 Senior Notes in January 2015. The guarantees are full and unconditional and joint and several, subject to certain automatic customary releases, including sale, disposition or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture. Description of Business QEP Midstream Partners, LP (“the Partnership”) is a Delaware limited partnership formed in April 2013 , to own, operate, acquire and develop midstream energy assets. The Partnership’s assets consist of ownership interests in four gathering systems and two Federal Energy Regulatory Commission (“FERC”) regulated pipelines, through which we provide natural gas and crude oil gathering and transportation services in Colorado, North Dakota, Utah and Wyoming. In August 2013 , the Partnership completed its initial public offering (the “IPO”). As part of the IPO, QEP Midstream Partners GP, LLC (our “General Partner”) and QEP Field Services Company (“QEPFSC”), collectively contributed to the Partnership a 100% ownership interest in each of QEP Midstream Partners Operating, LLC (the “Operating Company”), QEPM Gathering I, LLC and Rendezvous Pipeline Company, LLC (“Rendezvous Pipeline”), a 78% interest in Rendezvous Gas Services, L.L.C. (“Rendezvous Gas”), and a 50% equity interest in Three Rivers Gathering, L.L.C. (“Three Rivers Gathering”). In July 2014, the Partnership acquired a 40% interest in Green River Processing, LLC (“Green River Processing”). Refer to Note 2 for further detail. On December 2, 2014 , QEP Resources’ midstream business was acquired by TLLP, which included all of the issued and outstanding membership interest of QEPFS, a wholly-owned subsidiary of QEPFSC formed for purposes of consummating the QEP Field Services acquisition. QEPFS is the owner of our General Partner, which owns a 2% general partner interest in QEP Midstream and all of the Partnership’s incentive distribution rights (“IDRs”) as of June 30, 2015. The acquisition also included an approximate 56% limited partner interest in the Partnership (collectively, the “Acquisition”). Prior to this transaction, QEP Resources, through its wholly-owned subsidiary QEPFSC, owned and operated our General Partner, therefore, the Acquisition resulted in a change of control of our General Partner and the Partnership became a consolidated subsidiary of TLLP on the acquisition date. On April 6, 2015 , TLLP entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TLGP, QEPFS, TLLP Merger Sub LLC (“Merger Sub”), QEP Midstream, and QEP Midstream Partners GP, LLC (“QEPM GP”). In July 2015, TLLP and QEP Midstream completed the transaction, in which the Merger Sub merged with and into QEP Midstream, with QEP Midstream surviving the merger as a wholly-owned subsidiary of TLLP (the “Merger”). Following the Merger, QEPM GP remains the general partner of QEP Midstream, and all outstanding common units representing limited partnership interests in QEP Midstream other than QEP Midstream Common Units held by QEPFS (the “QEPM Common Units”) were converted into the right to receive 0.3088 common units representing limited partnership interests in TLLP (the “TLLP Common Units”). The Merger was completed July 22, 2015 and TLLP issued approximately 7.1 million TLLP Common Units to QEPM unitholders. No fractional TLLP Common Units were issued in the Merger, and holders of QEPM Common Units other than QEPFS received cash in lieu of fractional TLLP Common Units. Following the completion of the Merger, QEP Midstream notified the New York Stock Exchange (the “NYSE”) on July 22, 2015 that the Merger was effected and requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission with respect to the QEPM Common Units. The trading of QEPM Common Units on the NYSE was suspended from trading before the opening of the market on July 23, 2015 , the first business day following the completion of the Merger. The General Partner serves as general partner of the Partnership and, together with TLLP, provides services to the Partnership pursuant to the First Amended and Restated Omnibus Agreement (the “Amended Omnibus Agreement”), entered into in connection with the Acquisition. The Amended Omnibus Agreement, dated December 2, 2014 , amended and restated the Omnibus Agreement dated August 14, 2013 (the “Original Omnibus Agreement”), entered into in connection with the closing of the IPO. Basis of Presentation The interim unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with Regulations S-X and S-K. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. Recent Accounting Developments Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides accounting guidance for all revenue arising from contracts to provide goods or services to customers. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 given the FASB’s recent deferral of ASU 2014-09’s effective date. Entities may choose to early adopt ASU 2014-09 as of the original effective date. The standard allows for either full retrospective adoption or modified retrospective adoption. At this time, we are evaluating the standard to determine the method of adoption and the impact of ASU 2014-09 on our financial statements and related disclosures. Pushdown Accounting. The Securities and Exchange Commission (the “SEC”) released a Staff Accounting Bulletin in November 2014, overturning portions of the interpretive guidance regarding pushdown accounting. Effective November 18, 2014, the new bulletin aligns the existing guidance to the ASU issued by the FASB in October 2014. Under the new guidance, pushdown accounting can be applied in the separate financial statements of the acquired entity upon completion of the acquisition or in a subsequent period. This impacts the stand-alone financial statements of the subsidiary, but does not alter the existing reporting requirements for the parent company to record the acquired assets, liabilities, and non-controlling interests in consolidated financial statements. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The SEC responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Acquisition, TLLP elected not to apply pushdown accounting to the Partnership. Consolidation . In February 2015, the FASB issued Accounting Standard Update 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. At this time, we are evaluating the potential impact of this standard on our financial statements, as well as the available transition methods. Treatment of Predecessor in EPU calculation. In April 2015, the FASB issued ASU 2015-06, which requires a master limited partnership to allocate earnings or losses of transferred net assets for periods prior to asset purchases from an entity under common control entirely to the general partner when calculating earnings per unit (“EPU”). The ASU is effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We elected to adopt this guidance beginning in the first quarter of 2015. The final ASU did not impact our EPU or related disclosure. Debt Issuance Costs. In April 2015, the FASB issued Accounting Standard Update 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”), which will simplify the presentation of debt issuance costs. Under ASU 2015-03, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. As a result, our balance sheet will reflect a reclassification of unamortized debt issuance costs from other noncurrent assets to debt. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We have adopted this standard effective as of March 31, 2015, and applied the changes retrospectively to prior periods presented. Adoption of this standard did not impact our financial statements or related disclosures for the periods presented, as there were no debt issuance costs recorded as of June 30, 2015 or December 31, 2014.
Green River Processing, LLC
Organization and Basis of Presentation	ORGANIZATION AND BASIS OF PRESENTATION Organization Green River Processing consists of the assets and operations of the Blacks Fork gas processing complex and the Emigrant Trail gas plant (the “Assets”), both of which are located in southwest Wyoming. Processing capacity of the Assets include cryogenic and Joule-Thomson capacity, as well as natural gas liquids (“NGLs”) fractionation capacity at the Blacks Fork complex. Green River Processing is a Delaware limited liability company that was organized on February 6, 2014 , and was initially wholly-owned by QEP Field Services Company (“QEPFSC”), which is a wholly-owned subsidiary of QEP Resources, Inc. (“QEP Resources”). Prior to the formation of Green River Processing, the Assets were owned and operated by QEPFSC. On July 1, 2014 , QEPFSC conveyed the Assets to Green River Processing (the “Contribution”) in connection with its sale of 40% of the membership interests in Green River Processing to QEP Midstream Partners Operating, LLC, which is wholly-owned by QEP Midstream Partners, LP (“QEPM”). On December 2, 2014 , TLLP acquired QEP Resources’ midstream business, QEPFS, which was previously wholly-owned by QEPFSC. QEPFS owns a 60% membership interest in Green River Processing and approximately 58% of general and limited partnership units of QEPM, which owns the remaining 40% membership interest of Green River Processing through QEP Midstream Partners Operating, LLC (collectively, the “Acquisition”). On July 22, 2015, TLLP acquired the remaining limited partner units of QEPM. Subsequent to this transaction, QEPFS and QEP Midstream Partners Operating, LLC continue to hold the 60% and 40% membership interests, respectively, in Green River Processing but are now both wholly-owned subsidiaries of TLLP. Basis of Presentation The financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation. Financial results reported for the three and six months ended June 30, 2014 have been prepared from the historical accounting records owned and maintained by QEP Resources. Further, financial information for the three and six months ended June 30, 2014 was carved out from QEPFSC data, because separate and distinct accounts for the operation of the Assets were not maintained. Financial results reported for the three and six months ended June 30, 2015 have been prepared from records owned and maintained by TLLP. The preparation of the financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented. The Company reviews these estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates. There were no assets or liabilities accounted for at fair value on a recurring basis as of June 30, 2015 . Management believes the carrying value of our current assets and liabilities approximate fair value. Green River Processing is a limited liability company that is classified as a partnership for income tax purposes. QEPFS and certain of its subsidiaries, including Green River Processing, were elected guarantors of TLLP’s registered 2020 Senior Notes and 2021 Senior Notes in January 2015. The guarantees are full and unconditional and joint and several, subject to certain automatic customary releases, including sale, disposition or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture. Recent Accounting Developments Revenue Recognition. In May 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides accounting guidance for all revenue arising from contracts to provide goods or services to customers. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 given the FASB’s recent deferral of ASU 2014-09’s effective date. Entities may choose to early adopt ASU 2014-09 as of the original effective date. The standard allows for either full retrospective adoption or modified retrospective adoption. At this time, we are evaluating the standard to determine the method of adoption and the impact of ASU 2014-09 on our financial statements and related disclosures. Pushdown Accounting. The Securities and Exchange Commission (“SEC”) released a Staff Accounting Bulletin in November 2014, overturning portions of the interpretive guidance regarding pushdown accounting. Effective November 18, 2014, the new bulletin aligns the existing guidance to the ASU issued by the FASB in October 2014. Under the new guidance, pushdown accounting can be applied in the separate financial statements of the acquired entity upon completion of the acquisition or in a subsequent period. This impacts the stand-alone financial statements of the subsidiary, but does not alter the existing reporting requirements for the parent company to record the acquired assets, liabilities, and non-controlling interests in consolidated financial statements. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The SEC responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Acquisition, TLLP elected not to apply pushdown accounting to Green River Processing.

Acquisitions (Notes)

Acquisitions (Notes)	6 Months Ended
	Jun. 30, 2015
Acquisitions	ACQUISITIONS Rockies Natural Gas Business Acquisition On December 2, 2014 , the Partnership closed the acquisition with QEP Resources, Inc. (“QEP Resources”), in which we agreed to purchase all of the limited liability company interests of QEPFS for approximately $2.5 billion in cash. QEPFS is the direct or indirect owner of assets related to, and entities engaged in, natural gas gathering, transportation and processing in or around the Green River Basin located in Wyoming and Colorado, the Uinta Basin located in eastern Utah (collectively, the “Rockies Region”), and the Williston Basin located in North Dakota (the “Bakken Region”). At the acquisition date, QEPFS held an approximate 56% limited partner interest in QEPM and 100% of the limited liability company interests of QEPM GP, which itself held a 2% general partner interest and all of the incentive distribution rights (“IDRs”) in QEPM. Pursuant to the Merger effected on July 22, 2015 , we acquired all remaining limited partner interest in QEPM through the issuance of TLLP common units. Refer to Note 1 for further information. The acquired assets include natural gas and crude oil gathering and transmission pipelines within the Rockies and Bakken Regions, which are reported in our Gathering segment. Additionally, the acquired assets include four natural gas processing complexes and one fractionation facility, the operations of which are reported in our Processing segment. Finalization of the purchase price allocation is pending and adjustments can be made through the end of our measurement period, which is not to exceed one year from the acquisition date. During the six months ended June 30, 2015 , the original purchase price was increased by $6 million for the settlement of acquisition date net working capital with QEP Resources. We recorded $153 million of goodwill in connection with the Rockies Natural Gas Business Acquisition, of which $17 million was included in our Gathering segment, and $136 million was included in our Processing segment. Acquired intangibles other than goodwill are recorded at fair value as of the date acquired, and consist of customer relationships obtained in connection with the Rockies Natural Gas Business Acquisition. We amortize acquired intangibles with finite lives on a straight-line basis over an estimated weighted average useful life of 35 years , and we include the amortization in depreciation and amortization expenses on our condensed statement of combined consolidated operations. The gross carrying value of our intangibles was $976 million and the accumulated amortization was $17 million as of June 30, 2015 . During the three and six months ended June 30, 2015 , we incurred $7 million and $14 million , respectively, of amortization expense related to these intangibles. The table below reflects the preliminary acquisition date purchase price allocation as of June 30, 2015 (in millions): Cash $ 32 Receivables 120 Prepayments and other 8 Property, plant and equipment 1,735 Intangibles 976 Goodwill 153 Investment in unconsolidated affiliates 57 Other noncurrent assets 23 Accounts payable (72 ) Other current liabilities (50 ) Other noncurrent liabilities (34 ) Noncontrolling interest (432 ) Total purchase price $ 2,516 If the Rockies Natural Gas Business Acquisition had occurred on January 1, 2014, our pro forma revenues would have been $224 million and $449 million for the three and six months ended June 30, 2014 , respectively. Our pro forma net income would have been $7 million and $56 million for the three and six months ended June 30, 2014 , respectively. West Coast Logistics Assets Acquisition On July 1, 2014 , we acquired the first portion of the West Coast Logistics Assets and we acquired the second portion of the assets on September 30, 2014 , upon receiving the required regulatory approval. The operations of the West Coast Logistics Assets are included in our Terminalling and Transportation segment. These transactions were transfers between entities under common control. See our Annual Report on Form 10-K for the year ended December 31, 2014, for additional information regarding the West Coast Logistics Assets Acquisition and the commercial agreements executed in connection with this acquisition.
QEP Midstream Partners, LP
Acquisitions	ACQUISITION Green River Processing Acquisition On July 1, 2014 , the Partnership acquired 40% of the membership interests in Green River Processing, a wholly-owned subsidiary of QEPFSC, from QEPFSC for $230 million (the “Green River Processing Acquisition”). Green River Processing owns the Blacks Fork processing complex and the Emigrant Trail processing plant, both of which are located in southwest Wyoming. The Green River Processing Acquisition was funded with $220 million of borrowings under the Partnership’s $500 million revolving credit facility and cash on hand. The Green River Processing Acquisition is accounted for as an equity investment in an unconsolidated affiliate. The investment was recorded at the historical carrying value of $107 million as of the acquisition date as the Green River Processing Acquisition represents a transaction between entities under common control with the difference between the carrying amount and the purchase price recorded to equity. The portion recorded to equity was allocated among the equity owned by QEPFSC based upon the respective unit balances as of June 30, 2014, and no portion was allocated to the public ownership in QEP Midstream. The Partnership’s equity in the earnings of Green River Processing was $6 million and $10 million , for the three and six months ended June 30, 2015, respectively. Summarized income statement information is presented below for Green River Processing. Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 (In millions) Revenues $ 30 $ 56 Operating Expenses 16 32 Net Income $ 14 $ 24

Related-Party Transactions (Not

Related-Party Transactions (Notes)	6 Months Ended
	Jun. 30, 2015
Related-Party Transactions	RELATED-PARTY TRANSACTIONS Affiliate Agreements The Partnership has various long-term, fee-based commercial agreements with Tesoro under which we provide pipeline transportation, trucking, terminal distribution, storage and petroleum-coke handling services to Tesoro, and Tesoro commits to provide us with minimum monthly throughput volumes of crude oil and refined products. We entered into the Third Amended and Restated Omnibus Agreement (the “Amended Omnibus Agreement”) and the Secondment and Logistics Services Agreement (the “Secondment Agreement”) in connection with the West Coast Logistics Assets Acquisition. We also entered into the First Amended and Restated Omnibus Agreement of QEPM (the “QEPM Omnibus Agreement”) and the Keep-Whole Commodity Fee Agreement (the “Keep-Whole Commodity Fee Agreement”) in connection with the Rockies Natural Gas Business Acquisition. See Notes 3 and 11 of our Annual Report on Form 10-K for the year ended December 31, 2014 , for additional information regarding the terms and conditions of these agreements. On August 3, 2015 , subsequent to the Merger, TLLP and QEPM terminated the QEPM Omnibus Agreement. On February 20, 2015 , we entered into an amendment to the Amended Omnibus Agreement. The amendment, effective December 31, 2014, clarifies certain provisions regarding the responsibilities for costs incurred by TLLP in connection with pressure testing conducted on our gathering and transportation system located in the Bakken Region. As a result of the termination of the QEPM Omnibus Agreement discussed above, we further amended the Amended Omnibus Agreement to increase the annual administrative fee payable by the Partnership to Tesoro by $3.6 million . This increase, effective July 1, 2015 , accounts for the additional fixed costs and expenses related to the administration of the assets of QEPM and its subsidiaries that was previously payable under the QEPM Omnibus Agreement. Summary of Affiliate Transactions A summary of revenue and expense transactions with Tesoro, including expenses directly charged and allocated to our Predecessors, are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues (a) $ 154 $ 117 $ 302 $ 228 Operating and maintenance expenses 24 20 49 40 Imbalance settlement gains and reimbursements from Tesoro (b) 11 8 19 15 General and administrative expenses 18 10 35 17 ____________ (a) Tesoro accounted for 56% and 88% of our total revenues for the three and six months ended June 30, 2015 and 2014 , respectively. (b) Includes imbalance settlement gains of $2 million and $3 million for the three months ended June 30, 2015 and 2014 , respectively, and $4 million and $5 million for the six months ended June 30, 2015 and 2014 , respectively. Also includes reimbursements from Tesoro pursuant to the Amended Omnibus Agreement of $9 million and $5 million for the three months ended June 30, 2015 and 2014 , respectively, and $15 million and $10 million for the six months ended June 30, 2015 and 2014 , respectively. Predecessor Transactions . Related-party transactions of our Predecessor were settled through equity. The balance in receivables and accounts payable from affiliated companies represents the amount owed from or to Tesoro related to certain affiliate transactions. Our Predecessor did not record revenue for transactions with Tesoro in the Terminalling and Transportation segment, with the exception of regulatory tariffs charged to Tesoro on the refined products pipeline included in the West Coast Logistics Assets Acquisition. Distributions. In accordance with our partnership agreement, the unitholders of our common and general partner interests are entitled to receive quarterly distributions of available cash. In connection with the Rockies Natural Gas Business Acquisition, our general partner has waived its right to $10 million of general partner distributions with respect to IDRs during 2015 (pro rata on a quarterly basis). For the three and six months ended June 30, 2015, our general partner waived $2.5 million and $5 million , respectively, of general partner distributions with respect to IDRs. During the six months ended June 30, 2015 , we paid quarterly cash distributions of $68 million to Tesoro and TLGP, including IDRs. On July 23, 2015 , we declared a quarterly cash distribution of $0.7225 per unit, which will be paid on August 14, 2015 . The distribution will include payments of $38 million to Tesoro and TLGP, including IDRs.
QEP Midstream Partners, LP
Related-Party Transactions	RELATED PARTY TRANSACTIONS As a result of the Acquisition on December 2, 2014, our General Partner became owned by QEPFS, which is a subsidiary of TLLP, and as a result, the Partnership became a consolidated subsidiary of TLLP. TLLP was formed in December 2010 by its parent, Tesoro Corporation (“Tesoro”) and TLGP. Prior to the Acquisition, QEP Midstream was a consolidated subsidiary of QEP Resources. As of June 30, 2015, QEPFS owns 3,701,750 common units and 26,705,000 subordinated units representing an approximate 56% limited partner interest in us. In addition, our General Partner owns 1,090,495 general partner units representing a 2% general partner interest in us, as well as incentive distribution rights. Transactions with our General Partner, QEPFS and TLLP are considered to be related party transactions because our General Partner and its affiliates own more than 5% of our equity interests. The following table summarizes the related party income statement transactions of the Partnership: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In millions) Related party transactions with QEP Resources: Revenues from affiliate $ — $ 21 $ — $ 43 General and administrative expense to affiliate — (3 ) — (7 ) Related party transactions with Tesoro and subsidiaries: Revenues from affiliate $ 1 $ — $ 3 $ — General and administrative expense to affiliate (3 ) — (7 ) — Interest expense to affiliate (1 ) — (2 ) — Prior to the Acquisition, as discussed in Note 1, the Partnership was party to the Original Omnibus Agreement and various service agreements with QEP Resources and QEPFSC that resulted in affiliate transactions. Following the Acquisition, the Partnership entered into a $500 million unsecured, affiliate credit agreement with QEPFS (the “Affiliate Credit Agreement”) and the Amended Omnibus Agreement. On August 3, 2015 , we terminated the Affiliate Credit Agreement and the Amended Omnibus Agreement subsequent to the completion of the Merger. Service Agreements Prior to the Acquisition, the Partnership entered into various midstream agreements with QEP Resources and QEPFSC including natural gas, crude oil, water and condensate gathering and transportation agreements, a fixed price condensate purchase agreement, operating agreements and other service agreements. These agreements with QEPFSC and QEP Resources were assigned to QEPFS, TLLP and TLLP’s general partner in connection with the Acquisition. The terms of the assigned agreements remained substantially similar subsequent to the Acquisition.
Green River Processing, LLC
Related-Party Transactions	RELATED PARTY TRANSACTIONS Transactions with QEP Resources and QEPFSC were considered related party for the period prior to the Acquisition, including the three and six months ended June 30, 2014 . Subsequent to the Acquisition, including the three and six months ended June 30, 2015 , transactions between QEPFS and TLLP are considered related party. The following table summarizes the other affiliate revenue (expense) transactions with QEP Resources and QEPFSC (“QEP Entities”) and Tesoro, Tesoro Refining & Marketing Company LLC (“TRMC”), Tesoro Logistics GP, LLC (“TLGP”), TLLP or any of TLLP’s subsidiaries (“Tesoro Entities”): Tesoro Entities QEP Resources Tesoro Entities QEP Resources Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In millions) Revenue from affiliate $ 12 $ 8 $ 23 $ 15 General and administrative expenses 1 4 3 8 Centralized Cash Management Operation of the Assets were funded by QEP Resources and managed under QEP Resources’ centralized cash management program prior to the Acquisition and are currently under TLLP’s cash management program. Sales and purchases related to third-party transactions were settled in cash but were received or paid by QEP Resources within the centralized cash management system for the three and six months ended June 30, 2014 , or by TLLP for the three and six months ended June 30, 2015 . Allocation of Costs The employees supporting Green River Processing’s operations were employees of QEPFSC and QEP Resources during the six months ended June 30, 2014 or TLGP, the general partner of TLLP, during the six months ended June 30, 2015 . The financial statements of Green River Processing include direct charges for operations and support of our assets and costs allocated by QEP Resources, TLLP or TLGP. These allocated costs are reimbursed and relate to various business and corporate services and compensation-related costs. Keep-Whole Commodity Fee Agreement Effective December 2, 2014 , following the completion of the Acquisition, Green River Processing entered into a five -year agreement with TRMC, a wholly-owned subsidiary of Tesoro Corporation, which transfers Green River Processing’s commodity risk exposure associated with keep-whole processing agreements to TRMC (the “Keep-Whole Commodity Agreement”). Under a keep-whole agreement, a producer transfers title to the NGLs produced during gas processing, and the processor, in exchange, delivers to the producer natural gas with a British thermal unit (“BTU”) content equivalent to the NGLs removed. The operating margin for these contracts is determined by the spread between NGL sales prices and the price paid to purchase the replacement natural gas (“Shrink Gas”). Under the Keep-Whole Commodity Agreement with TRMC, TRMC pays Green River Processing a fee to process NGLs related to keep-whole agreements and delivers Shrink Gas to the producers on behalf of Green River Processing. Green River Processing pays TRMC a marketing fee in exchange for assuming the commodity risk. Terms and pricing under this agreement are revised each year. The Keep-Whole Commodity Agreement minimizes the impact of commodity price movement during the annual period subsequent to renegotiation of terms and pricing each year. However, the annual fee we charge TRMC could be impacted as a result of any changes in the spread between NGL sales prices and the price of natural gas. Annual General & Administrative Services Fee As part of the Contribution, Green River Processing entered into the Limited Liability Company Agreement of Green River Processing, LLC (the “Operating Agreement”), which provided that Green River Processing pay QEPFSC an annual general and administrative services fee of $7 million . The rights and provisions of the Operating Agreement were transferred from QEPFSC to QEPFS in connection with the Acquisition, and there were no changes to the annual fee. Effective July 31, 2015 , the Operating Agreement was amended to eliminate the general and administrative services fee payable to QEPFS due to the consolidation of ownership interests under TLLP following TLLP’s acquisition of the remaining limited partner units in QEPM. Refer to Note 1 for further discussion. Gas Conditioning Agreement The Blacks Fork processing complex is party to a gas conditioning agreement (the “Gas Conditioning Agreement”) with QEPM whereby QEPM has agreed to make available to TLLP at the Blacks Fork processing complex natural gas volumes that it has gathered under certain “life-of-reserves” and long-term, natural gas gathering agreements with several producer customers. Pursuant to the terms of the Gas Conditioning Agreement, the Blacks Fork processing complex has been assigned QEPM’s conditioning and keep-whole processing rights detailed in the underlying gathering agreements.

Net Income Per Unit (Notes)

Net Income Per Unit (Notes)	6 Months Ended
	Jun. 30, 2015
Net Income Per Unit	NET INCOME PER UNIT We use the two-class method when calculating the net income per unit applicable to limited partners, because we have more than one participating security. At June 30, 2015 , our participating securities consist of common units, general partner units and IDRs. Net income earned by the Partnership is allocated between the limited and general partners in accordance with our partnership agreement. We base our calculation of net income per unit on the weighted average number of common and subordinated limited partner units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, which consist of unvested service and performance phantom units. Basic and diluted net income per unit applicable to subordinated limited partners was historically the same, as there were no potentially dilutive subordinated units outstanding. Distributions less than or greater than earnings are allocated in accordance with our partnership agreement. The calculation of net income per unit is as follows (in millions, except unit and per unit amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income $ 72 $ 31 $ 146 $ 73 Net income attributable to noncontrolling interest (6 ) — (16 ) — Net income, excluding noncontrolling interest (a) 66 31 130 73 General partner’s distributions (2 ) (1 ) (3 ) (2 ) General partner’s IDRs (b) (15 ) (7 ) (28 ) (13 ) Limited partners’ distributions on common units (64 ) (29 ) (120 ) (52 ) Limited partners’ distributions on subordinated units (c) — (5 ) — (14 ) Distributions greater than earnings $ (15 ) $ (11 ) $ (21 ) $ (8 ) General partner’s earnings: Distributions $ 2 $ 1 $ 3 $ 2 General partner’s IDRs (b) 15 7 28 13 Allocation of distributions greater than earnings (a) — (3 ) — (4 ) Total general partner’s earnings $ 17 $ 5 $ 31 $ 11 Limited partners’ earnings on common units: Distributions $ 64 $ 29 $ 120 $ 52 Allocation of distributions greater than earnings (15 ) (7 ) (21 ) (3 ) Total limited partners’ earnings on common units $ 49 $ 22 $ 99 $ 49 Limited partners’ earnings on subordinated units (c): Distributions $ — $ 5 $ — $ 14 Allocation of distributions greater than earnings — (1 ) — (1 ) Total limited partners’ earnings on subordinated units $ — $ 4 $ — $ 13 Weighted average limited partner units outstanding (d): Common units - basic 80,742,221 46,911,533 80,497,573 43,070,111 Common unit equivalents 68,617 100,891 66,674 99,187 Common units - diluted 80,810,838 47,012,424 80,564,247 43,169,298 Subordinated units - basic and diluted (c) — 7,543,627 — 11,377,957 Net income per limited partner unit: Common - basic $ 0.60 $ 0.45 $ 1.23 $ 1.15 Common - diluted $ 0.60 $ 0.45 $ 1.23 $ 1.14 Subordinated - basic and diluted $ — $ 0.45 $ — $ 1.13 ____________ (a) In April 2015, the FASB issued ASU 2015-06 concerning historical earnings per unit for master limited partnership drop down transactions. We have revised the historical allocation of general partner earnings to include the Predecessor losses TLLP incurred of $3 million and $4 million during the three and six months ended June 30, 2014, respectively. See Note 1 for additional information on the new guidance. (b) IDRs entitle the general partner to receive increasing percentages, up to 50% , of quarterly distributions in excess of $0.388125 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $2.5 million and $5 million of IDRs for the three and six months ended June 30, 2015, respectively, waived by TLGP in connection with the Rockies Natural Gas Business Acquisition. See Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2014 , for further discussion related to IDRs. (c) On May 16, 2014 , the subordinated units were converted into common units on a one-for-one basis and thereafter participate on terms equal with all other common units in distributions of available cash. Distributions and the Partnership’s net income were allocated to the subordinated units through May 15, 2014. (d) On July 22, 2015 , we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the weighted average limited partner unit balances.
QEP Midstream Partners, LP
Net Income Per Unit	NET INCOME PER LIMITED PARTNER UNIT Net income per unit is applicable to the Partnership’s limited partner common and subordinated units. Net income per unit is calculated following the two-class method as the Partnership has more than one class of participating securities, including common units, subordinated units, general partner units, and incentive distribution rights (“IDRs”). Net income per unit is calculated by dividing the limited partners’ interest in net income attributable to the Partnership, after deducting any general partner incentive distributions, by the weighted-average number of outstanding common and subordinated units outstanding. Diluted net income per unit includes the effects of potentially dilutive units on our common units, which consist of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners was historically the same, as there were no potentially dilutive subordinated units outstanding. The following tables set forth distributions in excess of net income attributable to QEP Midstream and the calculation of net income per unit for the three and six months ended June 30, 2015 and 2014 (in millions, except unit and per unit amounts). Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income attributable to QEP Midstream $ 12 $ 9 $ 33 $ 21 General partner’s distribution declared (including IDRs) (a) — — (1 ) (1 ) Limited partners’ distribution declared on common units (a) — (8 ) (9 ) (15 ) Limited partners’ distribution declared on subordinated units (a) — (8 ) (8 ) (15 ) Distribution less (greater) than net income attributable to QEP Midstream $ 12 $ (7 ) $ 15 $ (10 ) ____________ (a) On April 22, 2015 , the Partnership declared a quarterly cash distribution totaling $18 million , or $0.32 per unit for the first quarter of 2015. The quarterly distribution was paid on May 15, 2015 . No quarterly cash distributions were declared by the Partnership for the second quarter of 2015. Three Months Ended June 30, 2015 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ — $ — $ — $ — Distributions less than net income attributable to QEP Midstream — 6 6 12 Net income attributable to QEP Midstream $ — $ 6 $ 6 $ 12 Weighted-average units outstanding: Basic 1,090,495 26,749,311 26,705,000 54,544,806 Diluted 1,090,495 26,753,276 26,705,000 54,548,771 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.24 $ 0.24 Three Months Ended June 30, 2014 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ — $ 8 $ 8 $ 16 Distributions greater than net income attributable to QEP Midstream (1 ) (3 ) (3 ) (7 ) Net income attributable to QEP Midstream $ (1 ) $ 5 $ 5 $ 9 Weighted-average units outstanding: Basic 1,090,286 26,719,037 26,705,000 54,514,323 Diluted 1,090,286 26,719,037 26,705,000 54,514,323 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.18 $ 0.18 Six Months Ended June 30, 2015 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ 1 $ 9 $ 8 $ 18 Distributions less than net income attributable to QEP Midstream 1 7 7 15 Net income attributable to QEP Midstream $ 2 $ 16 $ 15 $ 33 Weighted-average units outstanding: Basic 1,090,495 26,741,902 26,705,000 54,537,397 Diluted 1,090,495 26,745,017 26,705,000 54,540,512 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.61 $ 0.61 Six Months Ended June 30, 2014 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ 1 $ 15 $ 15 $ 31 Distributions greater than net income attributable to QEP Midstream (1 ) (5 ) (4 ) (10 ) Net income attributable to QEP Midstream $ — $ 10 $ 11 $ 21 Weighted-average units outstanding: Basic 1,090,230 26,716,267 26,705,000 54,511,497 Diluted 1,090,230 26,720,412 26,705,000 54,515,642 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.39 $ 0.39

Property, Plant and Equipment (

Property, Plant and Equipment (Notes)	6 Months Ended
	Jun. 30, 2015
Property, Plant and Equipment	PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, at cost, is as follows (in millions): June 30, 2015 December 31, 2014 Gathering $ 1,621 $ 1,507 Processing 544 539 Terminalling and Transportation 1,510 1,478 Other 19 27 Gross Property, Plant and Equipment 3,694 3,551 Accumulated depreciation (319 ) (245 ) Net Property, Plant and Equipment $ 3,375 $ 3,306
QEP Midstream Partners, LP
Property, Plant and Equipment	PROPERTY, PLANT AND EQUIPMENT A summary of the Partnership’s property, plant and equipment is as follows: June 30, 2015 December 31, 2014 (In millions) Property, plant and equipment $ 747 $ 752 Accumulated depreciation (288 ) (276 ) Property, plant and equipment, net $ 459 $ 476 Impairment We evaluate whether long-lived assets have been impaired and determine if the carrying amount of our assets may not be recoverable. Impairment is indicated when a triggering event occurs and/or the sum of the estimated undiscounted future net cash flows of an evaluated asset is less than the asset’s carrying value. During the three months ended June 30, 2015, the Partnership approved plans to abandon certain condensate pipelines located in western Wyoming that were no longer in use. As a result, we recorded an impairment charge of $5 million to write off the remaining book value of these assets. There were no asset impairments recognized during the three and six months ended June 30, 2014.

Debt (Notes)

Debt (Notes)	6 Months Ended
	Jun. 30, 2015
Debt	DEBT Our debt balance at June 30, 2015 and December 31, 2014 was as follows (in millions): June 30, 2015 December 31, 2014 Total debt $ 2,627 $ 2,588 Unamortized issuance costs (a) (b) (41 ) (44 ) Current maturities — — Debt, net of current maturities and unamortized issuance costs $ 2,586 $ 2,544 ____________ (a) Includes unamortized premium associated with our 5.875% Senior Notes due 2020 of $4 million and $5 million as of June 30, 2015 and December 31, 2014 , respectively. (b) We adopted ASU 2015-03 in the first quarter of 2015 and applied the changes retrospectively to prior periods presented. The adoption of this standard resulted in the reclassification of $49 million from other noncurrent assets to debt on the balance sheet at December 31, 2014. Unamortized debt issuance costs of $45 million are recorded as a reduction to debt on the balance sheet at June 30, 2015. See Note 1 for further discussion regarding ASU 2015-03. Revolving Credit Facility As of June 30, 2015 , our Revolving Credit Facility provided for total loan availability of $900 million . We are allowed to request that the loan availability be increased up to an aggregate of $1.5 billion , subject to receiving increased commitments from the lenders. Borrowings are available under the Revolving Credit Facility up to the total loan availability of the facility. Our Revolving Credit Facility is non-recourse to Tesoro, except for TLGP, and is guaranteed by all of our consolidated subsidiaries, with the exception of Rendezvous Gas Services L.L.C., and secured by substantially all of our assets. We had $299 million of borrowings outstanding under the Revolving Credit Facility, resulting in a total unused loan availability of $601 million or 67% of the borrowing capacity as of June 30, 2015 . The weighted average interest rate for borrowings under our Revolving Credit Facility was 2.75% at June 30, 2015 . The Revolving Credit Facility is scheduled to mature on December 2, 2019 . The Revolving Credit Facility was subject to the following expenses and fees as of June 30, 2015 : Credit Facility 30 day Eurodollar (LIBOR) Rate Eurodollar Margin Base Rate Base Rate Margin Commitment Fee (unused portion) Revolving Credit Facility (c) 0.19% 2.50% 3.25% 1.50% 0.50% ____________ (c) We have the option to elect if the borrowings will bear interest at a base rate plus the base rate margin, or a Eurodollar rate, for the applicable period, plus the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the Revolving Credit Facility. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate.
QEP Midstream Partners, LP
Debt	DEBT On December 2, 2014 , in connection with the Acquisition, we entered into the unsecured Affiliate Credit Agreement, in which QEPFS agreed to provide revolving loans and advances to us up to a borrowing capacity of $500 million . In conjunction with the closing of the Acquisition, we borrowed $230 million under the Affiliate Credit Agreement and used the funds for the repayment and termination of the Partnership’s existing $500 million revolving credit facility. At June 30, 2015 and December 31, 2014, there were $203 million and $210 million of borrowings outstanding, respectively, under the Affiliate Credit Agreement and the Partnership was in compliance with the covenants under the Affiliate Credit Agreement. At June 30, 2015, the weighted average interest rate for borrowings under our Affiliate Credit Agreement was 2.20% . On August 3, 2015 , after completion of the Merger, the Affiliate Credit Agreement was terminated by converting the outstanding borrowings of $203 million into an additional QEPFS limited partner interest in us.

Commitments and Contingencies (

Commitments and Contingencies (Notes)	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Tesoro Indemnification Under the Amended Omnibus Agreement, Tesoro indemnifies us for certain matters, including environmental, title and tax matters associated with the ownership of our assets at or before the closing of the TLLP initial public offering (“Initial Offering”) and subsequent acquisitions from Tesoro, excluding certain Los Angeles assets acquired from Tesoro in 2013. Under the Carson Assets Indemnity Agreement (the “Carson Assets Indemnity Agreement”), Tesoro retained responsibility for remediation of known environmental liabilities due to the use or operation of certain Los Angeles assets prior to the acquisition dates, and has indemnified the Partnership for any losses incurred by the Partnership arising out of those remediation obligations. See Note 11 of our Annual Report on Form 10-K for the year ended December 31, 2014 , for additional information regarding the terms and conditions of the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement. Contingencies In the ordinary course of business, we may become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. The outcome of these matters cannot always be predicted accurately, but TLLP accrues liabilities for these matters if the amount is probable and can be reasonably estimated. Contingencies arising after the closing of the Initial Offering from conditions existing before the Initial Offering, and the subsequent acquisitions from Tesoro that have been identified after the closing of each transaction, will be recorded in accordance with the indemnification terms set forth in the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement. Any contingencies arising from events after the Initial Offering, and the subsequent acquisitions from Tesoro, will be the responsibility of TLLP. Environmental Liabilities We are subject to federal, state and local laws and regulations governing environmental quality and pollution control. These laws and regulations require us to remove or remedy the effect of the disposal or release of specified substances at current and former operating sites. We have accrued liabilities for these expenses and believe these accruals are adequate based on current information and projections that can be reasonably estimated. Our environmental liabilities are estimates using internal and third-party assessments and available information to date. It is possible that these estimates will change as more information becomes available. Our accruals for these environmental expenditures totaled $22 million and $32 million at June 30, 2015 and December 31, 2014 , respectively. Tioga, North Dakota Crude Oil Pipeline Release. In September 2013, the Partnership responded to the release of crude oil in a rural field northeast of Tioga, North Dakota (the “Crude Oil Pipeline Release”). The environmental liabilities related to the Crude Oil Pipeline Release include amounts estimated for remediation activities that will be conducted to restore the site for agricultural use. We spent $10 million during the six months ended June 30, 2015 on remediation related to the Crude Oil Pipeline Release. Our condensed consolidated balance sheet included $15 million and $25 million in accrued environmental liabilities related to the Crude Oil Pipeline Release at June 30, 2015 and December 31, 2014 , respectively. This incident was covered by our pollution legal liability insurance policy, subject to a $1 million deductible and a $25 million loss limit. Pursuant to this policy, there were no insurance recovery receivables related to the Crude Oil Pipeline Release at June 30, 2015, and $18 million at December 31, 2014 . As of June 30, 2015 , the total estimated remediation costs were $42 million , which exceeded our pollution liability legal insurance policy. Costs to comply with a safety order related to the Crude Oil Pipeline Release issued by the Pipeline and Hazardous Materials Safety Administration of the U.S. Department of Transportation (“PHMSA”) are not expected to have a material adverse effect on our liquidity, financial position or results of operations. Chevron Diesel Pipeline Release. On March 18, 2013 , Chevron Pipe Line Company and Northwest Terminalling Company (collectively, “Chevron”) detected and responded to the release of diesel fuel (the “Diesel Pipeline Release”) that occurred near Willard, Utah on the northwest products system (the “Northwest Products System”). As a result of this release, a Corrective Action Order (the “CAO”) was issued on March 22, 2013 by PHMSA. The Partnership assumed responsibility for performing additional testing and associated pipeline repairs on the pipeline pursuant to the CAO upon closing the Northwest Products System acquisition. On March 6, 2015 , PHMSA issued a closure letter indicating that we have complied with all the terms of the CAO and that no further action is required. In addition, on April 11, 2013 , the Department of Environmental Quality, Division of Water Quality, of the state of Utah issued a notice of violation and compliance order in regard to the Diesel Pipeline Release. In accordance with the sale and purchase agreements related to the Northwest Products System acquisition, as amended, Chevron retained financial and operational responsibility to remediate the site of the Diesel Pipeline Release through June 19, 2015 , in addition to paying any monetary fines and penalties assessed by any government authority arising from this incident. Our condensed consolidated balance sheet included $4 million and $6 million in other accrued environmental liabilities at June 30, 2015 and December 31, 2014 , respectively related to the assets acquired from Chevron. Legal Questar Gas Company v. QEP Field Services Company . QEPFS’ former affiliate, Questar Gas Company (“QGC”) and its affiliate Wexpro, filed a complaint on May 1, 2012 , asserting claims for breach of contract, breach of implied covenant of good faith and fair dealing, and an accounting and declaratory judgment related to a 1993 gathering agreement (the “1993 Agreement”) executed when the parties were affiliates. TLLP has agreed to indemnify QEP Field Services Company (“QEPFSC”) for this claim under the acquisition agreement for QEPFS. Under the 1993 Agreement, certain of QEPFS’ systems provide gathering services to QGC charging an annual gathering rate which is based on the cost of service calculation. QGC is disputing the annual calculation of the gathering rate, which has been calculated in the same manner since 1998, without objection by QGC. At the closing of the QEPM initial public offering, the assets and agreement discussed above were assigned to QEPM. QGC amended its complaint to add QEPM as a defendant in the litigation. QEPM was indemnified by the Partnership upon closing of the Rockies Natural Gas Business Acquisition for costs, expenses and other losses incurred by QEPM in connection with the QGC dispute, subject to certain limitations, as set forth in the QEPM Omnibus Agreement. QGC has netted $17 million of disputed amounts from its monthly payments of the gathering fees to QEPFS and has continued to net such amounts from its monthly payment to QEPM. In December 2014, the trial court granted a partial summary judgment in favor of QGC on the issues of the appropriate methodology for certain of the cost of service calculations. As a result of the summary judgment, the Partnership assumed a $21 million liability for estimated damages in excess of the amount QGC has netted for disputed amounts. Issues regarding other calculations, the amount of damages and certain counterclaims in the litigation remain open pending a trial on the merits. We believe the outcome of this matter will not have a material impact on our liquidity, financial position, or results of operations. XTO Energy Inc. v. QEP Field Services Company . XTO Energy Inc. (“XTO”) filed a complaint on January 30, 2014 , asserting claims for breach of contract, breach of implied covenant of good faith and fair dealing, unjust enrichment and an accounting related to a 2010 gas processing agreement (the “XTO Agreement”). QEPFS processes XTO’s natural gas on a firm basis under the XTO Agreement. The XTO Agreement requires QEPFS to transport, fractionate and market XTO’s natural gas liquids derived from XTO’s processed gas. XTO is seeking monetary damages related to QEPFS’ allocation of charges related to XTO’s share of natural gas liquid transportation, fractionation and marketing costs associated with shortfalls in contractual firm processing volumes. XTO has also withheld payments for amounts unrelated to the allocation of charges they have challenged. While we cannot currently estimate the final amount or timing of the resolution of this matter, we believe the outcome will not have a material impact on our liquidity, financial position, or results of operations. Other than described above, we did not have any material outstanding lawsuits, administrative proceedings or governmental investigations as of June 30, 2015 .
QEP Midstream Partners, LP
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES TLLP Indemnification Under the Amended Omnibus Agreement, TLLP indemnifies the Partnership for certain matters, including environmental, title and tax matters associated with the ownership of our assets at or before the Acquisition. TLLP retains responsibility for remediation of known liabilities due to our operations and has indemnified the Partnership for any losses incurred by the Partnership arising out of those remediation obligations. See Note 4 of our Annual Report on Form 10-K for the year ended December 31, 2014, for additional information regarding the terms and conditions of the Amended Omnibus Agreement. Contingencies We are involved in various commercial and regulatory claims, litigation and other legal proceedings that arise in the ordinary course of our business. We assess these claims in an effort to determine the degree of probability and range of possible loss for potential accrual in our consolidated financial statements. We record an accrual for a loss contingency when its occurrence is probable and damages can be reasonably estimated based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter. The Partnership’s litigation loss contingencies are discussed below. We are unable to estimate reasonably possible losses at this time for the reasons set forth above. We believe, however, that the resolution of pending proceedings will not have a material effect on our financial position, results of operations or cash flows. Litigation Questar Gas Company v. QEP Field Services Company . QEPFSC’s former affiliate, Questar Gas Company (“QGC”) and its affiliate Wexpro, filed a complaint on May 1, 2012 , asserting claims for breach of contract, breach of implied covenant of good faith and fair dealing, and an accounting and declaratory judgment related to a 1993 gathering agreement (the “1993 Agreement”) executed when the parties were affiliates. TLLP has agreed to indemnify QEPFSC for this claim under the acquisition agreement for QEPFSC. Under the 1993 Agreement, certain of QEPFSC’s systems provide gathering services to QGC charging an annual gathering rate, which is based on the cost of service calculation. The 1993 Agreement was assigned to QEPFS on December 2, 2014 , in connection with the Acquisition. QGC is disputing the annual calculation of the gathering rate, which has been calculated in the same manner since 1998, without objection by QGC. At the closing of the IPO, the assets and agreement discussed above was assigned to QEP Midstream. QGC amended its complaint to add QEP Midstream as a defendant in the litigation. Prior to the Acquisition, QEP Midstream was indemnified by QEPFSC and, effective December 2, 2014 , by TLLP for costs, expenses and other losses incurred by QEP Midstream in connection with the QGC dispute, subject to certain limitations, as set forth in the Original Omnibus Agreement and the Amended Omnibus Agreement, respectively. QGC has netted the disputed amounts from its monthly payments of the gathering fees to QEPFSC and has continued to net such amounts from its monthly payment to QEP Midstream. In December 2014, the trial court granted a partial summary judgment in favor of QGC on the issues of the appropriate methodology for certain of the cost of service calculations. Issues regarding other calculations, the amount of damages and certain counterclaims in the litigation remain open pending a trial on the merits. As any losses arising from this dispute have been indemnified, we believe the outcome of this matter will not have a material impact on our liquidity, financial position, or results of operations.
Green River Processing, LLC
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Contingencies In the ordinary course of business, we may become party to lawsuits, administrative proceedings and governmental investigations, including environmental, regulatory and other matters. The outcome of these matters cannot always be predicted accurately, but Green River Processing will accrue liabilities for these matters if the amount is probable and can be reasonably estimated. Legal The Company does not have any material outstanding lawsuits, administrative proceedings or governmental investigations.

Equity (Notes)

Equity (Notes)	6 Months Ended
	Jun. 30, 2015
Equity	EQUITY We had 52,796,939 common public units outstanding as of June 30, 2015 . Additionally, Tesoro owned 28,181,748 of our common units and 1,631,448 of our general partner units (the 2% general partner interest) as of June 30, 2015 , which together constitutes a 36% ownership interest in us. ATM Program. On June 25, 2014 , we filed a prospectus supplement to our shelf registration statement filed with the Securities and Exchange Commission in 2012 (“2012 Shelf”), authorizing the continuous issuance of up to an aggregate of $200 million of common units, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings (such continuous offering program, or at-the-market program, referred to as our “ATM Program”). During the three and six months ended June 30, 2015 , we issued an aggregate of 373,014 and 819,513 common units, respectively, under our ATM Program, generating net proceeds of approximately $21 million and $45 million , respectively. The net proceeds from sales under the ATM Program will be used for general partnership purposes. The 2012 Shelf expired in June 2015, ending the issuance of units under our ATM Program. The table below summarizes changes in the number of units outstanding from December 31, 2014 through June 30, 2015 (in units): Partnership Common (b) General Partner Total Balance at December 31, 2014 80,125,930 1,631,448 81,757,378 Issuance of units under ATM Program 819,513 — 819,513 Unit-based compensation awards (a) 33,244 — 33,244 Balance at June 30, 2015 80,978,687 1,631,448 82,610,135 _____________ (a) Unit-based compensation awards are presented net of 13,233 units withheld for taxes. (b) On July 22, 2015 , we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the June 30, 2015 common unit balance. The summarized changes in the carrying amount of our equity are as follows (in millions): Partnership Common General Partner Noncontrolling Interest Total Balance at December 31, 2014 $ 1,474 $ (19 ) $ 435 $ 1,890 Equity offering under ATM Program, net of issuance costs 44 1 — 45 Distributions (c) (110 ) (30 ) (18 ) (158 ) Net income 99 31 16 146 Contributions (d) 11 3 — 14 Other 2 — — 2 Balance at June 30, 2015 $ 1,520 $ (14 ) $ 433 $ 1,939 _____________ (c) Represents cash distributions declared and paid during the six months ended June 30, 2015 relating to the fourth quarter of 2014 and the first quarter of 2015. (d) Includes Tesoro and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant to the Amended Omnibus Agreement. Cash Distributions Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the limited partner unitholders and general partner will receive. In connection with the Rockies Natural Gas Business Acquisition, our general partner has waived its right to $10 million of general partner distributions with respect to IDRs during 2015 (pro rata on a quarterly basis). The table below summarizes the quarterly distributions related to our quarterly financial results: Quarter Ended Quarterly Distribution Per Unit Total Cash Distribution including general partner IDRs (in millions) Date of Distribution Unitholders Record Date December 31, 2014 $ 0.6675 $ 70 February 13, 2015 February 2, 2015 March 31, 2015 0.6950 70 May 15, 2015 May 4, 2015 June 30, 2015 (e) 0.7225 81 August 14, 2015 August 3, 2015 _____________ (e) This distribution was declared on July 23, 2015 and will be paid on the date of distribution.
QEP Midstream Partners, LP
Equity	EQUITY The summarized changes in the carrying amount of our equity are as follows (in millions): Limited Partners Common Units Subordinated Units General Partner Units Noncontrolling Total Net Equity Balance at December 31, 2014 $ 393 $ (36 ) $ (1 ) $ 43 $ 399 Distributions to noncontrolling interest — — — (4 ) (4 ) Distributions to unitholders (17 ) (16 ) (1 ) — (34 ) Net income 16 16 1 2 35 Balance at June 30, 2015 $ 392 $ (36 ) $ (1 ) $ 41 $ 396
Green River Processing, LLC
Equity	EQUITY Membership interest percentages as of June 30, 2015 are as follows: 60% QEPFS and 40% QEP Midstream Partners Operating, LLC, which is wholly-owned by QEPM. QEPFS QEP Midstream Partners Operating, LLC Total Net Equity (In millions) Balance at December 31, 2014 $ 168 $ 112 $ 280 Capital contributions 5 3 8 Distributions to owners (14 ) (10 ) (24 ) Net income 14 10 24 Balance at June 30, 2015 $ 173 $ 115 $ 288

Segment Disclosures (Notes)

Segment Disclosures (Notes)	6 Months Ended
	Jun. 30, 2015
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Segment Disclosures	SEGMENT DISCLOSURES Our revenues are derived from three operating segments: Gathering, Processing, Terminalling and Transportation. Our Gathering segment consists of crude oil and natural gas gathering systems in the Bakken and Rockies Regions, including our affiliate QEPM. Our Processing segment consists of four gas processing complexes, including Green River Processing, LLC, which owns one fractionation facility and two gas processing complexes. Our Terminalling and Transportation segment consists of: • 24 crude oil and refined products terminals and storage facilities in the western and midwestern U.S.; • four marine terminals in California; • 130 miles of pipelines which transport products and crude oil from Tesoro’s refineries to nearby facilities in Salt Lake City and Los Angeles; • the Northwest Products Pipeline, which includes a regulated common carrier products pipeline running from Salt Lake City, Utah to Spokane, Washington and a jet fuel pipeline to the Salt Lake City International Airport; • a rail-car unloading facility in Washington; • a petroleum coke handling and storage facility in Los Angeles; and • a regulated common carrier refined products pipeline system connecting Tesoro’s Kenai refinery to terminals in Anchorage, Alaska. Our revenues are generated from third-party contracts and from commercial agreements we have entered into with Tesoro under which Tesoro pays us fees for gathering crude oil and natural gas, processing natural gas and distributing, transporting and storing crude oil, refined products, natural gas and natural gas liquids. The commercial agreements with Tesoro are described in greater detail in Note 3 to our Annual Report on Form 10-K for the year ended December 31, 2014 . We do not have any foreign operations. Our operating segments are strategic business units that offer different services in various geographical locations. We evaluate the performance of each segment based on its respective operating income. Certain general and administrative expenses, interest and financing costs and equity in earnings of unconsolidated affiliates are excluded from segment operating income as they are not directly attributable to a specific operating segment. Identifiable assets are those used by the segment, whereas other assets are principally cash and other assets that are not associated with a specific operating segment. Segment information is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues Gathering: Affiliate $ 27 $ 25 $ 53 $ 48 Third-party 62 2 113 4 Total Gathering 89 27 166 52 Processing Affiliate 25 — 45 — Third-party 42 — 89 — Total Processing 67 — 134 — Terminalling and Transportation: Affiliate 102 92 204 180 Third-party 17 14 34 28 Total Terminalling and Transportation 119 106 238 208 Total Segment Revenues $ 275 $ 133 $ 538 $ 260 Segment Operating Income Gathering $ 45 $ 12 $ 79 $ 23 Processing 24 — 48 — Terminalling and Transportation 55 40 117 93 Total Segment Operating Income 124 52 244 116 Unallocated general and administrative expenses (15 ) (4 ) (27 ) (8 ) Interest and financing costs, net (38 ) (17 ) (75 ) (35 ) Equity in earnings of unconsolidated affiliates 1 — 4 — Net Income $ 72 $ 31 $ 146 $ 73 Capital Expenditures Gathering $ 54 $ 33 $ 105 $ 51 Processing 4 — 5 — Terminalling and Transportation 19 15 33 23 Total Capital Expenditures $ 77 $ 48 $ 143 $ 74

Condensed Consolidating Financi

Condensed Consolidating Financial Information (Notes)	6 Months Ended
	Jun. 30, 2015
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	CONDENSED CONSOLIDATING FINANCIAL INFORMATION Separate condensed consolidating financial information of Tesoro Logistics LP (the “Parent”), subsidiary guarantors and non-guarantors are presented below. QEPFS, our wholly-owned subsidiary acquired on December 2, 2014, and certain of its subsidiaries were elected guarantors of these obligations in January 2015. As of June 30, 2015, TLLP and certain subsidiary guarantors have fully and unconditionally guaranteed our registered 2020 Senior Notes and 2021 Senior Notes. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information, which should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. The December 31, 2014 balance sheet has been adjusted to conform to the guarantor structure as of June 30, 2015. This information is provided as an alternative to providing separate financial statements for guarantor subsidiaries. Separate financial statements of the Partnership’s subsidiary guarantors are not included because the guarantees are full and unconditional and these subsidiary guarantors are 100% owned and are jointly and severally liable for TLLP’s outstanding senior notes, except for QEPM and Green River Processing, LLC (“Green River Processing”). See page F-1 for the separate financial statements of QEPM and Green River Processing. The separate condensed consolidating financial information is presented using the equity method of accounting for investments in subsidiaries. Intercompany transactions between subsidiaries are presented gross and eliminated in the eliminations column. The parent company of the Partnership has no independent assets or operations and, prior to the Rockies Natural Gas Business Acquisition, the Partnership’s operations were only conducted by wholly-owned guarantor subsidiaries, other than Tesoro Logistics Finance Corp., an indirect wholly-owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of any debt securities. The guarantees are full and unconditional and joint and several, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture. There were no significant restrictions on the ability of the Partnership or any guarantor to obtain funds from its subsidiaries by dividend or loan. None of the assets of the Partnership or its guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act. As a result, we have not provided condensed consolidating financial information for the three and six months ended June 30, 2014. Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated Revenues Affiliate $ — $ 142 $ 14 $ 7 $ (9 ) $ 154 Third-party — 71 49 2 (1 ) 121 Total Revenues — 213 63 9 (10 ) 275 Costs and Expenses Operating and maintenance expenses — 86 27 1 (9 ) 105 Imbalance settlement gains and reimbursements from Tesoro — (11 ) — — — (11 ) General and administrative expenses 6 14 8 — — 28 Depreciation and amortization expenses — 29 6 3 6 44 Loss on asset disposals and impairments — — 5 — (5 ) — Total Costs and Expenses 6 118 46 4 (8 ) 166 Operating Income (Loss) (6 ) 95 17 5 (2 ) 109 Interest and financing costs, net (40 ) 1 (1 ) — 2 (38 ) Equity in earnings of unconsolidated affiliates — — 1 — — 1 Equity in earnings of subsidiaries 112 16 4 — (132 ) — Interest income — 2 — — (2 ) — Net Income $ 66 $ 114 $ 21 $ 5 $ (134 ) $ 72 Net income attributable to noncontrolling interest — — (5 ) (1 ) — (6 ) Net income attributable to partners $ 66 $ 114 $ 16 $ 4 $ (134 ) $ 66 Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated Revenues Affiliate $ — $ 279 $ 27 $ 13 $ (17 ) $ 302 Third-party — 140 96 3 (3 ) 236 Total Revenues — 419 123 16 (20 ) 538 Costs and Expenses Operating and maintenance expenses — 164 51 1 (17 ) 199 Imbalance settlement gains and reimbursements from Tesoro — (19 ) — — — (19 ) General and administrative expenses 12 27 14 — — 53 Depreciation and amortization expenses — 58 13 6 11 88 Loss on asset disposals and impairments — — 5 — (5 ) — Total Costs and Expenses 12 230 83 7 (11 ) 321 Operating Income (Loss) (12 ) 189 40 9 (9 ) 217 Interest and financing costs, net (79 ) 4 (2 ) — 2 (75 ) Equity in earnings of unconsolidated affiliates — 1 3 — — 4 Equity in earnings of subsidiaries 221 34 7 — (262 ) — Interest income — 2 — — (2 ) — Net Income $ 130 $ 230 $ 48 $ 9 $ (271 ) $ 146 Net income attributable to noncontrolling interest — — (14 ) (2 ) — (16 ) Net income attributable to partners $ 130 $ 230 $ 34 $ 7 $ (271 ) $ 130 Condensed Consolidating Balance Sheet as of June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ — $ 2 $ 8 $ 3 $ — $ 13 Receivables, net Trade — 87 29 1 — 117 Affiliate 3 77 18 2 (15 ) 85 Prepayments and other 8 4 1 — (2 ) 11 Total Current Assets 11 170 56 6 (17 ) 226 Net property, plant and equipment — 2,161 554 183 477 3,375 Acquired intangibles, net — 581 — — 378 959 Goodwill — 68 — — 94 162 Investment in unconsolidated affiliates — 18 24 — 14 56 Investments in subsidiaries 4,574 1,330 145 — (6,049 ) — Long-term intercompany receivable — 627 1 — (628 ) — Other noncurrent assets 1 30 — — — 31 Total Assets $ 4,586 $ 4,985 $ 780 $ 189 $ (5,731 ) $ 4,809 LIABILITIES AND EQUITY Current Liabilities Accounts payable Trade $ 3 $ 68 $ 8 $ — $ — $ 79 Affiliate 1 62 7 — (15 ) 55 Accrued interest and financing costs 30 — — — — 30 Other current liabilities 22 40 6 — (2 ) 66 Total Current Liabilities 56 170 21 — (17 ) 230 Long-term intercompany payable 446 — 203 2 (651 ) — Other noncurrent liabilities — 35 27 1 (9 ) 54 Debt, net of unamortized issuance costs 2,578 8 — — — 2,586 Equity - TLLP 1,506 4,772 500 145 (5,417 ) 1,506 Equity - Noncontrolling interest — — 29 41 363 433 Total Liabilities and Equity $ 4,586 $ 4,985 $ 780 $ 189 $ (5,731 ) $ 4,809 Condensed Consolidating Balance Sheet as of December 31, 2014 (a) (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ — $ (2 ) $ 19 $ 2 $ — $ 19 Receivables, net Trade — 93 28 1 — 122 Affiliate 3 59 7 — — 69 Other — 18 — — — 18 Prepayments and other 3 4 — — — 7 Total Current Assets 6 172 54 3 — 235 Net property, plant and equipment 1 2,073 566 188 478 3,306 Acquired intangibles, net — 590 — — 383 973 Goodwill — 48 — — 116 164 Investment in unconsolidated affiliates — 18 25 — 14 57 Investments in subsidiaries 4,348 1,325 152 — (5,825 ) — Long-term intercompany receivable — 516 — 5 (521 ) — Other noncurrent assets — 30 — — — 30 Total Assets $ 4,355 $ 4,772 $ 797 $ 196 $ (5,355 ) $ 4,765 LIABILITIES AND EQUITY Current Liabilities Accounts payable Trade $ 6 $ 102 $ 18 $ — $ — $ 126 Affiliate 2 45 6 — — 53 Accrued interest and financing costs 28 — — — — 28 Other current liabilities 21 56 4 — (2 ) 79 Total Current Liabilities 57 203 28 — (2 ) 286 Long-term intercompany payable 307 — 214 — (521 ) — Other noncurrent liabilities — 25 29 1 (10 ) 45 Debt, net of unamortized issuance costs 2,536 8 — — — 2,544 Equity - TLLP 1,455 4,536 497 152 (5,185 ) 1,455 Equity - Noncontrolling interest — — 29 43 363 435 Total Liabilities and Equity $ 4,355 $ 4,772 $ 797 $ 196 $ (5,355 ) $ 4,765 _____________ (a) Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation. Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated Cash Flows from (used in) Operating Activities: Net cash from (used in) operating activities $ (93 ) $ 297 $ 54 $ 13 $ (49 ) $ 222 Cash Flows from (used in) Investing Activities: Capital expenditures — (152 ) (8 ) — — (160 ) Acquisitions — (6 ) — — — (6 ) Investments in subsidiaries (6 ) (5 ) — — 11 — Net cash used in investing activities (6 ) (163 ) (8 ) — 11 (166 ) Cash Flows from (used in) Financing Activities: Proceeds from issuance of common units, net of issuance costs 45 — — — — 45 Quarterly distributions to unitholders (110 ) — (19 ) — 19 (110 ) Quarterly distributions to general partner (30 ) — (1 ) (14 ) 15 (30 ) Distributions to noncontrolling interest — — (14 ) (4 ) — (18 ) Distributions to subsidiaries — — (15 ) — 15 — Borrowings under revolving credit agreement 262 (29 ) 29 — — 262 Repayments under revolving credit agreement (223 ) 36 (36 ) — — (223 ) Contributions — 6 5 — (11 ) — Intercompany borrowings (payments) 143 (143 ) (6 ) 6 — — Capital contributions by affiliate 12 — — — — 12 Net cash from (used in) financing activities 99 (130 ) (57 ) (12 ) 38 (62 ) Increase (Decrease) in Cash and Cash Equivalents — 4 (11 ) 1 — (6 ) Cash and Cash Equivalents, Beginning of Period — (2 ) 19 2 — 19 Cash and Cash Equivalents, End of Period $ — $ 2 $ 8 $ 3 $ — $ 13
QEP Midstream Partners, LP
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	CONDENSED CONSOLIDATING FINANCIAL INFORMATION Separate condensed consolidating financial information of QEP Midstream Partners, LP (the “Parent”), subsidiary guarantors and non-guarantors are presented below. In January 2015, the Partnership and its consolidated subsidiaries, with the exception of Rendezvous Gas, were elected guarantors of TLLP’s registered 2020 Senior Notes and 2021 Senior Notes. At June 30, 2015, the outstanding principal on these debt obligations was $470 million and $550 million for the 2020 Senior Notes and 2021 Senior Notes, respectively. As a result of these arrangements, we are required to present the following condensed consolidating financial information, which should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. This information is provided as an alternative to providing separate financial statements for TLLP guarantor subsidiaries. Separate financial statements of the Partnership’s consolidated subsidiary guarantors are not included because the guarantees are full and unconditional and these consolidated subsidiary guarantors are 100% owned and are jointly and severally liable for TLLP’s outstanding senior notes. Set forth below are the consolidating balance sheets for the Partnership and its subsidiaries as of June 30, 2015 and December 31, 2014, and the related consolidating statements of operations and consolidating statements of cash flows for the three and six month periods ending June 30, 2015 and 2014. The information is presented using the equity method of accounting for investments in subsidiaries. Intercompany transactions between subsidiaries are presented gross and eliminated in the eliminations column. Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 31 $ 2 $ — $ 33 Condensate sales — 1 7 (7 ) 1 Total Revenues — 32 9 (7 ) 34 Operating Expenses Gathering expenses — 14 1 (7 ) 8 General and administrative expenses 5 1 — — 6 Depreciation and amortization expenses — 5 3 — 8 Loss on asset impairments — 5 — — 5 Total Operating Expenses 5 25 4 (7 ) 27 Operating Income (Loss) (5 ) 7 5 — 7 Income from unconsolidated affiliates — 7 — — 7 Equity in earnings of subsidiaries 18 4 — (22 ) — Interest expense (1 ) — — — (1 ) Net Income 12 18 5 (22 ) 13 Net income attributable to noncontrolling interest — — (1 ) — (1 ) Net Income Attributable to QEP Midstream $ 12 $ 18 $ 4 $ (22 ) $ 12 Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 27 $ 7 $ (6 ) $ 28 Condensate sales — 2 — — 2 Total Revenues — 29 7 (6 ) 30 Operating Expenses Gathering expenses — 13 — (6 ) 7 General and administrative expenses 6 (1 ) — — 5 Depreciation and amortization expenses — 5 3 — 8 Total Operating Expenses 6 17 3 (6 ) 20 Operating Income (Loss) (6 ) 12 4 — 10 Equity in earnings of subsidiaries 15 3 — (18 ) — Net Income 9 15 4 (18 ) 10 Net income attributable to noncontrolling interest — — (1 ) — (1 ) Net Income Attributable to QEP Midstream $ 9 $ 15 $ 3 $ (18 ) $ 9 Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 63 $ 3 $ — $ 66 Condensate sales — 3 13 (13 ) 3 Total Revenues — 66 16 (13 ) 69 Operating Expenses Gathering expenses — 26 1 (13 ) 14 General and administrative expenses 9 1 — — 10 Depreciation and amortization expenses — 10 6 — 16 Loss on asset impairments — 5 — — 5 Total Operating Expenses 9 42 7 (13 ) 45 Operating Income (Loss) (9 ) 24 9 — 24 Income from unconsolidated affiliates — 13 — — 13 Equity in earnings of subsidiaries 44 7 — (51 ) — Interest expense (2 ) — — — (2 ) Net Income 33 44 9 (51 ) 35 Net income attributable to noncontrolling interest — — (2 ) — (2 ) Net Income Attributable to QEP Midstream $ 33 $ 44 $ 7 $ (51 ) $ 33 Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 55 $ 14 $ (12 ) $ 57 Condensate sales — 4 — — 4 Total Revenues — 59 14 (12 ) 61 Operating Expenses Gathering expenses — 25 — (12 ) 13 General and administrative expenses 10 — — — 10 Depreciation and amortization expenses — 10 6 — 16 Total Operating Expenses 10 35 6 (12 ) 39 Operating Income (Loss) (10 ) 24 8 — 22 Income from unconsolidated affiliates — 2 — — 2 Equity in earnings of subsidiaries 31 6 — (37 ) — Interest expense — (1 ) — — (1 ) Net Income 21 31 8 (37 ) 23 Net income attributable to noncontrolling interest — — (2 ) — (2 ) Net Income Attributable to QEP Midstream $ 21 $ 31 $ 6 $ (37 ) $ 21 Condensed Consolidating Balance Sheet as of June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ 3 $ — $ 3 $ — $ 6 Accounts receivable, net — 21 1 — 22 Accounts receivable from affiliate — 16 2 (2 ) 16 Total Current Assets 3 37 6 (2 ) 44 Property, Plant and Equipment, Net — 276 183 — 459 Long-term Receivables from Affiliates 157 — — (157 ) — Investment in Unconsolidated Affiliates — 138 — — 138 Investment in Subsidiaries 399 145 — (544 ) — Total Assets $ 559 $ 596 $ 189 $ (703 ) $ 641 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 5 $ — $ — $ 5 Accounts payable to affiliate — 11 — (2 ) 9 Other current liabilities 1 3 — — 4 Total Current Liabilities 1 19 — (2 ) 18 Affiliate Long-Term Debt 203 — — — 203 Long-Term Payables to Affiliates — 155 2 (157 ) — Other Long-Term Liabilities — 23 1 — 24 Total Long-Term Liabilities 203 178 3 (157 ) 227 Equity Equity - QEP Midstream 355 399 145 (544 ) 355 Equity - noncontrolling interest — — 41 — 41 Total Equity 355 399 186 (544 ) 396 Total Liabilities and Equity $ 559 $ 596 $ 189 $ (703 ) $ 641 Condensed Consolidating Balance Sheet as of December 31, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 13 $ 2 $ — $ 15 Accounts receivable, net — 18 2 — 20 Accounts receivable from affiliate — 2 — — 2 Total Current Assets — 33 4 — 37 Property, Plant and Equipment, Net — 288 188 — 476 Long-term Receivables from Affiliates 210 — 4 (214 ) — Investment in Unconsolidated Affiliates — 136 — — 136 Investment in Subsidiaries 358 152 — (510 ) — Total Assets $ 568 $ 609 $ 196 $ (724 ) $ 649 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 12 $ — $ — $ 12 Accounts payable to affiliate 1 — — — 1 Other current liabilities 1 1 — — 2 Total Current Liabilities 2 13 — — 15 Affiliate Long-Term Debt 210 — — — 210 Long-Term Payables to Affiliates — 214 — (214 ) — Other Long-Term Liabilities — 24 1 — 25 Total Long-Term Liabilities 210 238 1 (214 ) 235 Equity Equity - QEP Midstream 356 358 152 (510 ) 356 Equity - noncontrolling interest — — 43 — 43 Total Equity 356 358 195 (510 ) 399 Total Liabilities and Equity $ 568 $ 609 $ 196 $ (724 ) $ 649 Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash Flows From (Used In) Operating Activities: Net cash from operating activities $ (9 ) $ 53 $ 13 $ (14 ) $ 43 Cash Flows From (Used In) Investing Activities: Capital expenditures — (4 ) — — (4 ) Contributions to unconsolidated affiliates — (3 ) — — (3 ) Net cash used in investing activities — (7 ) — — (7 ) Cash Flows From (Used In) Financing Activities: Borrowings under affiliate credit agreement 29 — — — 29 Repayments under affiliate credit agreement (36 ) — — — (36 ) Intercompany borrowings (payments) 53 (59 ) 6 — — Distributions to unitholders (34 ) — — — (34 ) Distributions to subsidiaries — — (14 ) 14 — Distribution to noncontrolling interest — — (4 ) — (4 ) Net cash from (used in) financing activities 12 (59 ) (12 ) 14 (45 ) Increase (Decrease) In Cash and Cash Equivalents 3 (13 ) 1 — (9 ) Cash and Cash Equivalents, Beginning of Period — 13 2 — 15 Cash and Cash Equivalents, End of Period $ 3 $ — $ 3 $ — $ 6 Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash Flows From (Used In) Operating Activities: Net cash from operating activities $ 28 $ 33 $ 14 $ (35 ) $ 40 Cash Flows Used In Investing Activities: Capital expenditures — (11 ) — — (11 ) Net cash used in investing activities — (11 ) — — (11 ) Cash Flows From (Used In) Financing Activities: Contributions from (distributions to) parent, net 1 (24 ) (11 ) 35 1 Distributions to unitholders (29 ) — — — (29 ) Distribution to noncontrolling interest — — (3 ) — (3 ) Net cash used in financing activities (28 ) (24 ) (14 ) 35 (31 ) Decrease In Cash and Cash Equivalents — (2 ) — — (2 ) Cash and Cash Equivalents, Beginning of Period — 16 3 — 19 Cash and Cash Equivalents, End of Period $ — $ 14 $ 3 $ — $ 17

Organization and Basis of Pre16

Organization and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2015
Consolidation, Policy	Our consolidated financial statements include QEPM, a variable interest entity. As the general partner of QEPM, we have the sole ability to direct the activities of QEPM that most significantly impact its economic performance. We are also considered to be the primary beneficiary for accounting purposes. In the event QEPM incurs a loss, our operating results will reflect QEPM’s loss, net of intercompany eliminations.
Basis of accounting, policy	We prepare our condensed combined consolidated financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented.
New accounting pronouncement, policy	New Accounting Standards and Disclosures Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides accounting guidance for all revenue arising from contracts to provide goods or services to customers. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 given the FASB’s recent deferral of ASU 2014-09’s effective date. Entities may choose to early adopt ASU 2014-09 as of the original effective date. The standard allows for either full retrospective adoption or modified retrospective adoption. At this time, we are evaluating the standard to determine the method of adoption and the impact of ASU 2014-09 on our financial statements and related disclosures. Pushdown Accounting. In November 2014, the SEC released a Staff Accounting Bulletin (“SAB”) overturning portions of the interpretive guidance regarding pushdown accounting. Effective November 18, 2014, the new bulletin aligns the existing guidance to the ASU issued by the FASB in October 2014. Under the new guidance, pushdown accounting can be applied in the separate financial statements of the acquired entity upon completion of the acquisition or in a subsequent period. This impacts the stand-alone financial statements of the subsidiary, but does not alter the existing reporting requirements for the parent company to record the fair value of the acquired assets, liabilities, and non-controlling interests in consolidated financial statements. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The SEC responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Rockies Natural Gas Business Acquisition, we did not elect to apply pushdown accounting to certain acquired entities. Following the Merger, we plan to apply pushdown accounting to all wholly-owned entities acquired as part of the Rockies Natural Gas Business Acquisition. Consolidation . In February 2015, the FASB issued Accounting Standard Update 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. At this time, we are evaluating the potential impact of this standard on our financial statements, as well as the available transition methods. Treatment of Predecessor in EPU calculation. In April 2015, the FASB issued Accounting Standard Update 2015-06 (“ASU 2015-06”) which requires a master limited partnership to allocate earnings or losses of transferred net assets for periods prior to asset purchases from an entity under common control entirely to the general partner when calculating earnings per unit (“EPU”). ASU 2015-06 is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. We elected to adopt this guidance beginning in the first quarter of 2015. Adoption of ASU 2015-06 did not impact the disclosed amounts of earnings per unit attributable to limited partners; however, the allocation of earnings presented in our EPU disclosure for the three and six months ended June 30, 2014 has been modified to conform to the requirements of the final standard. There were no asset purchases from Tesoro during the three and six months ended June 30, 2015. Debt Issuance Costs. In April 2015, the FASB issued Accounting Standard Update 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”), which will simplify the presentation of debt issuance costs. Under ASU 2015-03, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. As a result, our balance sheet will reflect a reclassification of unamortized debt issuance costs from other noncurrent assets to debt. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We adopted this standard in the first quarter of 2015 and applied the changes retrospectively to prior periods presented. The adoption of this standard resulted in the reclassification of $49 million from other noncurrent assets to debt on the balance sheet at December 31, 2014. Unamortized debt issuance costs of $45 million are recorded as a reduction to debt on the balance sheet at June 30, 2015.
QEP Midstream Partners, LP
Basis of accounting, policy	Basis of Presentation The interim unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with Regulations S-X and S-K. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to current period presentation.
New accounting pronouncement, policy	Recent Accounting Developments Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides accounting guidance for all revenue arising from contracts to provide goods or services to customers. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 given the FASB’s recent deferral of ASU 2014-09’s effective date. Entities may choose to early adopt ASU 2014-09 as of the original effective date. The standard allows for either full retrospective adoption or modified retrospective adoption. At this time, we are evaluating the standard to determine the method of adoption and the impact of ASU 2014-09 on our financial statements and related disclosures. Pushdown Accounting. The Securities and Exchange Commission (the “SEC”) released a Staff Accounting Bulletin in November 2014, overturning portions of the interpretive guidance regarding pushdown accounting. Effective November 18, 2014, the new bulletin aligns the existing guidance to the ASU issued by the FASB in October 2014. Under the new guidance, pushdown accounting can be applied in the separate financial statements of the acquired entity upon completion of the acquisition or in a subsequent period. This impacts the stand-alone financial statements of the subsidiary, but does not alter the existing reporting requirements for the parent company to record the acquired assets, liabilities, and non-controlling interests in consolidated financial statements. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The SEC responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Acquisition, TLLP elected not to apply pushdown accounting to the Partnership. Consolidation . In February 2015, the FASB issued Accounting Standard Update 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. At this time, we are evaluating the potential impact of this standard on our financial statements, as well as the available transition methods. Treatment of Predecessor in EPU calculation. In April 2015, the FASB issued ASU 2015-06, which requires a master limited partnership to allocate earnings or losses of transferred net assets for periods prior to asset purchases from an entity under common control entirely to the general partner when calculating earnings per unit (“EPU”). The ASU is effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We elected to adopt this guidance beginning in the first quarter of 2015. The final ASU did not impact our EPU or related disclosure. Debt Issuance Costs. In April 2015, the FASB issued Accounting Standard Update 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”), which will simplify the presentation of debt issuance costs. Under ASU 2015-03, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability. As a result, our balance sheet will reflect a reclassification of unamortized debt issuance costs from other noncurrent assets to debt. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We have adopted this standard effective as of March 31, 2015, and applied the changes retrospectively to prior periods presented. Adoption of this standard did not impact our financial statements or related disclosures for the periods presented, as there were no debt issuance costs recorded as of June 30, 2015 or December 31, 2014.
Green River Processing, LLC
Basis of accounting, policy	Basis of Presentation The financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation. Financial results reported for the three and six months ended June 30, 2014 have been prepared from the historical accounting records owned and maintained by QEP Resources. Further, financial information for the three and six months ended June 30, 2014 was carved out from QEPFSC data, because separate and distinct accounts for the operation of the Assets were not maintained. Financial results reported for the three and six months ended June 30, 2015 have been prepared from records owned and maintained by TLLP. The preparation of the financial statements and notes in conformity with GAAP requires that management formulate estimates and assumptions that affect the amounts of assets and liabilities and revenues and expenses reported as of and during the periods presented. The Company reviews these estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates.
New accounting pronouncement, policy	Recent Accounting Developments Revenue Recognition. In May 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides accounting guidance for all revenue arising from contracts to provide goods or services to customers. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017 given the FASB’s recent deferral of ASU 2014-09’s effective date. Entities may choose to early adopt ASU 2014-09 as of the original effective date. The standard allows for either full retrospective adoption or modified retrospective adoption. At this time, we are evaluating the standard to determine the method of adoption and the impact of ASU 2014-09 on our financial statements and related disclosures. Pushdown Accounting. The Securities and Exchange Commission (“SEC”) released a Staff Accounting Bulletin in November 2014, overturning portions of the interpretive guidance regarding pushdown accounting. Effective November 18, 2014, the new bulletin aligns the existing guidance to the ASU issued by the FASB in October 2014. Under the new guidance, pushdown accounting can be applied in the separate financial statements of the acquired entity upon completion of the acquisition or in a subsequent period. This impacts the stand-alone financial statements of the subsidiary, but does not alter the existing reporting requirements for the parent company to record the acquired assets, liabilities, and non-controlling interests in consolidated financial statements. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period. If pushdown accounting is applied, that election is irrevocable. The SEC responded by rescinding its guidance on pushdown accounting, which had required registrants to apply pushdown accounting in certain circumstances. With regard to the Acquisition, TLLP elected not to apply pushdown accounting to Green River Processing.

Net Income Per Unit (Policies)

Net Income Per Unit (Policies)	6 Months Ended
	Jun. 30, 2015
Entity Information
Net income per unit, policy	We use the two-class method when calculating the net income per unit applicable to limited partners, because we have more than one participating security. At June 30, 2015 , our participating securities consist of common units, general partner units and IDRs. Net income earned by the Partnership is allocated between the limited and general partners in accordance with our partnership agreement. We base our calculation of net income per unit on the weighted average number of common and subordinated limited partner units outstanding during the period.
QEP Midstream Partners, LP
Entity Information
Net income per unit, policy	Net income per unit is applicable to the Partnership’s limited partner common and subordinated units. Net income per unit is calculated following the two-class method as the Partnership has more than one class of participating securities, including common units, subordinated units, general partner units, and incentive distribution rights (“IDRs”). Net income per unit is calculated by dividing the limited partners’ interest in net income attributable to the Partnership, after deducting any general partner incentive distributions, by the weighted-average number of outstanding common and subordinated units outstanding.

Acquisitions Acquisitions (Tabl

Acquisitions Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2015
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The table below reflects the preliminary acquisition date purchase price allocation as of June 30, 2015 (in millions): Cash $ 32 Receivables 120 Prepayments and other 8 Property, plant and equipment 1,735 Intangibles 976 Goodwill 153 Investment in unconsolidated affiliates 57 Other noncurrent assets 23 Accounts payable (72 ) Other current liabilities (50 ) Other noncurrent liabilities (34 ) Noncontrolling interest (432 ) Total purchase price $ 2,516
QEP Midstream Partners, LP
Equity Method Investments	Summarized income statement information is presented below for Green River Processing. Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 (In millions) Revenues $ 30 $ 56 Operating Expenses 16 32 Net Income $ 14 $ 24

Related-Party Transactions (Tab

Related-Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2015
Schedule of related party transactions	A summary of revenue and expense transactions with Tesoro, including expenses directly charged and allocated to our Predecessors, are as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues (a) $ 154 $ 117 $ 302 $ 228 Operating and maintenance expenses 24 20 49 40 Imbalance settlement gains and reimbursements from Tesoro (b) 11 8 19 15 General and administrative expenses 18 10 35 17 ____________ (a) Tesoro accounted for 56% and 88% of our total revenues for the three and six months ended June 30, 2015 and 2014 , respectively. (b) Includes imbalance settlement gains of $2 million and $3 million for the three months ended June 30, 2015 and 2014 , respectively, and $4 million and $5 million for the six months ended June 30, 2015 and 2014 , respectively. Also includes reimbursements from Tesoro pursuant to the Amended Omnibus Agreement of $9 million and $5 million for the three months ended June 30, 2015 and 2014 , respectively, and $15 million and $10 million for the six months ended June 30, 2015 and 2014 , respectively.
QEP Midstream Partners, LP
Schedule of related party transactions	The following table summarizes the related party income statement transactions of the Partnership: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In millions) Related party transactions with QEP Resources: Revenues from affiliate $ — $ 21 $ — $ 43 General and administrative expense to affiliate — (3 ) — (7 ) Related party transactions with Tesoro and subsidiaries: Revenues from affiliate $ 1 $ — $ 3 $ — General and administrative expense to affiliate (3 ) — (7 ) — Interest expense to affiliate (1 ) — (2 ) —
Green River Processing, LLC
Schedule of related party transactions	The following table summarizes the other affiliate revenue (expense) transactions with QEP Resources and QEPFSC (“QEP Entities”) and Tesoro, Tesoro Refining & Marketing Company LLC (“TRMC”), Tesoro Logistics GP, LLC (“TLGP”), TLLP or any of TLLP’s subsidiaries (“Tesoro Entities”): Tesoro Entities QEP Resources Tesoro Entities QEP Resources Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In millions) Revenue from affiliate $ 12 $ 8 $ 23 $ 15 General and administrative expenses 1 4 3 8

Net Income Per Unit (Tables)

Net Income Per Unit (Tables)	6 Months Ended
	Jun. 30, 2015
Schedule of calculation of net income per unit	The calculation of net income per unit is as follows (in millions, except unit and per unit amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income $ 72 $ 31 $ 146 $ 73 Net income attributable to noncontrolling interest (6 ) — (16 ) — Net income, excluding noncontrolling interest (a) 66 31 130 73 General partner’s distributions (2 ) (1 ) (3 ) (2 ) General partner’s IDRs (b) (15 ) (7 ) (28 ) (13 ) Limited partners’ distributions on common units (64 ) (29 ) (120 ) (52 ) Limited partners’ distributions on subordinated units (c) — (5 ) — (14 ) Distributions greater than earnings $ (15 ) $ (11 ) $ (21 ) $ (8 ) General partner’s earnings: Distributions $ 2 $ 1 $ 3 $ 2 General partner’s IDRs (b) 15 7 28 13 Allocation of distributions greater than earnings (a) — (3 ) — (4 ) Total general partner’s earnings $ 17 $ 5 $ 31 $ 11 Limited partners’ earnings on common units: Distributions $ 64 $ 29 $ 120 $ 52 Allocation of distributions greater than earnings (15 ) (7 ) (21 ) (3 ) Total limited partners’ earnings on common units $ 49 $ 22 $ 99 $ 49 Limited partners’ earnings on subordinated units (c): Distributions $ — $ 5 $ — $ 14 Allocation of distributions greater than earnings — (1 ) — (1 ) Total limited partners’ earnings on subordinated units $ — $ 4 $ — $ 13 Weighted average limited partner units outstanding (d): Common units - basic 80,742,221 46,911,533 80,497,573 43,070,111 Common unit equivalents 68,617 100,891 66,674 99,187 Common units - diluted 80,810,838 47,012,424 80,564,247 43,169,298 Subordinated units - basic and diluted (c) — 7,543,627 — 11,377,957 Net income per limited partner unit: Common - basic $ 0.60 $ 0.45 $ 1.23 $ 1.15 Common - diluted $ 0.60 $ 0.45 $ 1.23 $ 1.14 Subordinated - basic and diluted $ — $ 0.45 $ — $ 1.13 ____________ (a) In April 2015, the FASB issued ASU 2015-06 concerning historical earnings per unit for master limited partnership drop down transactions. We have revised the historical allocation of general partner earnings to include the Predecessor losses TLLP incurred of $3 million and $4 million during the three and six months ended June 30, 2014, respectively. See Note 1 for additional information on the new guidance. (b) IDRs entitle the general partner to receive increasing percentages, up to 50% , of quarterly distributions in excess of $0.388125 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $2.5 million and $5 million of IDRs for the three and six months ended June 30, 2015, respectively, waived by TLGP in connection with the Rockies Natural Gas Business Acquisition. See Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2014 , for further discussion related to IDRs. (c) On May 16, 2014 , the subordinated units were converted into common units on a one-for-one basis and thereafter participate on terms equal with all other common units in distributions of available cash. Distributions and the Partnership’s net income were allocated to the subordinated units through May 15, 2014. (d) On July 22, 2015 , we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the weighted average limited partner unit balances.
QEP Midstream Partners, LP
Schedule of calculation of net income per unit	The following tables set forth distributions in excess of net income attributable to QEP Midstream and the calculation of net income per unit for the three and six months ended June 30, 2015 and 2014 (in millions, except unit and per unit amounts). Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net income attributable to QEP Midstream $ 12 $ 9 $ 33 $ 21 General partner’s distribution declared (including IDRs) (a) — — (1 ) (1 ) Limited partners’ distribution declared on common units (a) — (8 ) (9 ) (15 ) Limited partners’ distribution declared on subordinated units (a) — (8 ) (8 ) (15 ) Distribution less (greater) than net income attributable to QEP Midstream $ 12 $ (7 ) $ 15 $ (10 ) ____________ (a) On April 22, 2015 , the Partnership declared a quarterly cash distribution totaling $18 million , or $0.32 per unit for the first quarter of 2015. The quarterly distribution was paid on May 15, 2015 . No quarterly cash distributions were declared by the Partnership for the second quarter of 2015. Three Months Ended June 30, 2015 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ — $ — $ — $ — Distributions less than net income attributable to QEP Midstream — 6 6 12 Net income attributable to QEP Midstream $ — $ 6 $ 6 $ 12 Weighted-average units outstanding: Basic 1,090,495 26,749,311 26,705,000 54,544,806 Diluted 1,090,495 26,753,276 26,705,000 54,548,771 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.24 $ 0.24 Three Months Ended June 30, 2014 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ — $ 8 $ 8 $ 16 Distributions greater than net income attributable to QEP Midstream (1 ) (3 ) (3 ) (7 ) Net income attributable to QEP Midstream $ (1 ) $ 5 $ 5 $ 9 Weighted-average units outstanding: Basic 1,090,286 26,719,037 26,705,000 54,514,323 Diluted 1,090,286 26,719,037 26,705,000 54,514,323 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.18 $ 0.18 Six Months Ended June 30, 2015 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ 1 $ 9 $ 8 $ 18 Distributions less than net income attributable to QEP Midstream 1 7 7 15 Net income attributable to QEP Midstream $ 2 $ 16 $ 15 $ 33 Weighted-average units outstanding: Basic 1,090,495 26,741,902 26,705,000 54,537,397 Diluted 1,090,495 26,745,017 26,705,000 54,540,512 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.61 $ 0.61 Six Months Ended June 30, 2014 General Partner Limited Partners’ Common Units Limited Partners’ Subordinated Units Total Net income attributable to QEP Midstream: Distribution declared (including IDRs) $ 1 $ 15 $ 15 $ 31 Distributions greater than net income attributable to QEP Midstream (1 ) (5 ) (4 ) (10 ) Net income attributable to QEP Midstream $ — $ 10 $ 11 $ 21 Weighted-average units outstanding: Basic 1,090,230 26,716,267 26,705,000 54,511,497 Diluted 1,090,230 26,720,412 26,705,000 54,515,642 Net income per limited partner unit attributable to QEP Midstream: Basic and diluted $ 0.39 $ 0.39

Property, Plant and Equipment21

Property, Plant and Equipment (Tables)	6 Months Ended
	Jun. 30, 2015
Property, plant and equipment	Property, plant and equipment, at cost, is as follows (in millions): June 30, 2015 December 31, 2014 Gathering $ 1,621 $ 1,507 Processing 544 539 Terminalling and Transportation 1,510 1,478 Other 19 27 Gross Property, Plant and Equipment 3,694 3,551 Accumulated depreciation (319 ) (245 ) Net Property, Plant and Equipment $ 3,375 $ 3,306
QEP Midstream Partners, LP
Property, plant and equipment	A summary of the Partnership’s property, plant and equipment is as follows: June 30, 2015 December 31, 2014 (In millions) Property, plant and equipment $ 747 $ 752 Accumulated depreciation (288 ) (276 ) Property, plant and equipment, net $ 459 $ 476

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2015
Long-term Debt, Unclassified [Abstract]
Schedule of debt	Our debt balance at June 30, 2015 and December 31, 2014 was as follows (in millions): June 30, 2015 December 31, 2014 Total debt $ 2,627 $ 2,588 Unamortized issuance costs (a) (b) (41 ) (44 ) Current maturities — — Debt, net of current maturities and unamortized issuance costs $ 2,586 $ 2,544 ____________ (a) Includes unamortized premium associated with our 5.875% Senior Notes due 2020 of $4 million and $5 million as of June 30, 2015 and December 31, 2014 , respectively. (b) We adopted ASU 2015-03 in the first quarter of 2015 and applied the changes retrospectively to prior periods presented. The adoption of this standard resulted in the reclassification of $49 million from other noncurrent assets to debt on the balance sheet at December 31, 2014. Unamortized debt issuance costs of $45 million are recorded as a reduction to debt on the balance sheet at June 30, 2015. See Note 1 for further discussion regarding ASU 2015-03.
Schedule of line of credit facilities	The Revolving Credit Facility was subject to the following expenses and fees as of June 30, 2015 : Credit Facility 30 day Eurodollar (LIBOR) Rate Eurodollar Margin Base Rate Base Rate Margin Commitment Fee (unused portion) Revolving Credit Facility (c) 0.19% 2.50% 3.25% 1.50% 0.50% ____________ (c) We have the option to elect if the borrowings will bear interest at a base rate plus the base rate margin, or a Eurodollar rate, for the applicable period, plus the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the Revolving Credit Facility. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate.

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2015
Schedule of partners' capital	The table below summarizes changes in the number of units outstanding from December 31, 2014 through June 30, 2015 (in units): Partnership Common (b) General Partner Total Balance at December 31, 2014 80,125,930 1,631,448 81,757,378 Issuance of units under ATM Program 819,513 — 819,513 Unit-based compensation awards (a) 33,244 — 33,244 Balance at June 30, 2015 80,978,687 1,631,448 82,610,135 _____________ (a) Unit-based compensation awards are presented net of 13,233 units withheld for taxes. (b) On July 22, 2015 , we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the June 30, 2015 common unit balance. The summarized changes in the carrying amount of our equity are as follows (in millions): Partnership Common General Partner Noncontrolling Interest Total Balance at December 31, 2014 $ 1,474 $ (19 ) $ 435 $ 1,890 Equity offering under ATM Program, net of issuance costs 44 1 — 45 Distributions (c) (110 ) (30 ) (18 ) (158 ) Net income 99 31 16 146 Contributions (d) 11 3 — 14 Other 2 — — 2 Balance at June 30, 2015 $ 1,520 $ (14 ) $ 433 $ 1,939 _____________ (c) Represents cash distributions declared and paid during the six months ended June 30, 2015 relating to the fourth quarter of 2014 and the first quarter of 2015. (d) Includes Tesoro and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant to the Amended Omnibus Agreement.
Schedule of quarterly distributions	The table below summarizes the quarterly distributions related to our quarterly financial results: Quarter Ended Quarterly Distribution Per Unit Total Cash Distribution including general partner IDRs (in millions) Date of Distribution Unitholders Record Date December 31, 2014 $ 0.6675 $ 70 February 13, 2015 February 2, 2015 March 31, 2015 0.6950 70 May 15, 2015 May 4, 2015 June 30, 2015 (e) 0.7225 81 August 14, 2015 August 3, 2015 _____________ (e) This distribution was declared on July 23, 2015 and will be paid on the date of distribution.
QEP Midstream Partners, LP
Schedule of partners' capital	The summarized changes in the carrying amount of our equity are as follows (in millions): Limited Partners Common Units Subordinated Units General Partner Units Noncontrolling Total Net Equity Balance at December 31, 2014 $ 393 $ (36 ) $ (1 ) $ 43 $ 399 Distributions to noncontrolling interest — — — (4 ) (4 ) Distributions to unitholders (17 ) (16 ) (1 ) — (34 ) Net income 16 16 1 2 35 Balance at June 30, 2015 $ 392 $ (36 ) $ (1 ) $ 41 $ 396
Green River Processing, LLC
Schedule of partners' capital	Membership interest percentages as of June 30, 2015 are as follows: 60% QEPFS and 40% QEP Midstream Partners Operating, LLC, which is wholly-owned by QEPM. QEPFS QEP Midstream Partners Operating, LLC Total Net Equity (In millions) Balance at December 31, 2014 $ 168 $ 112 $ 280 Capital contributions 5 3 8 Distributions to owners (14 ) (10 ) (24 ) Net income 14 10 24 Balance at June 30, 2015 $ 173 $ 115 $ 288

Segment Disclosures (Tables)

Segment Disclosures (Tables)	6 Months Ended
	Jun. 30, 2015
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Schedule of segment reporting information, by segment	Segment information is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues Gathering: Affiliate $ 27 $ 25 $ 53 $ 48 Third-party 62 2 113 4 Total Gathering 89 27 166 52 Processing Affiliate 25 — 45 — Third-party 42 — 89 — Total Processing 67 — 134 — Terminalling and Transportation: Affiliate 102 92 204 180 Third-party 17 14 34 28 Total Terminalling and Transportation 119 106 238 208 Total Segment Revenues $ 275 $ 133 $ 538 $ 260 Segment Operating Income Gathering $ 45 $ 12 $ 79 $ 23 Processing 24 — 48 — Terminalling and Transportation 55 40 117 93 Total Segment Operating Income 124 52 244 116 Unallocated general and administrative expenses (15 ) (4 ) (27 ) (8 ) Interest and financing costs, net (38 ) (17 ) (75 ) (35 ) Equity in earnings of unconsolidated affiliates 1 — 4 — Net Income $ 72 $ 31 $ 146 $ 73 Capital Expenditures Gathering $ 54 $ 33 $ 105 $ 51 Processing 4 — 5 — Terminalling and Transportation 19 15 33 23 Total Capital Expenditures $ 77 $ 48 $ 143 $ 74

Condensed Consolidating Finan25

Condensed Consolidating Financial Information (Tables)	6 Months Ended
	Jun. 30, 2015
Condensed Consolidating Statement of Operations	Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated Revenues Affiliate $ — $ 142 $ 14 $ 7 $ (9 ) $ 154 Third-party — 71 49 2 (1 ) 121 Total Revenues — 213 63 9 (10 ) 275 Costs and Expenses Operating and maintenance expenses — 86 27 1 (9 ) 105 Imbalance settlement gains and reimbursements from Tesoro — (11 ) — — — (11 ) General and administrative expenses 6 14 8 — — 28 Depreciation and amortization expenses — 29 6 3 6 44 Loss on asset disposals and impairments — — 5 — (5 ) — Total Costs and Expenses 6 118 46 4 (8 ) 166 Operating Income (Loss) (6 ) 95 17 5 (2 ) 109 Interest and financing costs, net (40 ) 1 (1 ) — 2 (38 ) Equity in earnings of unconsolidated affiliates — — 1 — — 1 Equity in earnings of subsidiaries 112 16 4 — (132 ) — Interest income — 2 — — (2 ) — Net Income $ 66 $ 114 $ 21 $ 5 $ (134 ) $ 72 Net income attributable to noncontrolling interest — — (5 ) (1 ) — (6 ) Net income attributable to partners $ 66 $ 114 $ 16 $ 4 $ (134 ) $ 66 Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated Revenues Affiliate $ — $ 279 $ 27 $ 13 $ (17 ) $ 302 Third-party — 140 96 3 (3 ) 236 Total Revenues — 419 123 16 (20 ) 538 Costs and Expenses Operating and maintenance expenses — 164 51 1 (17 ) 199 Imbalance settlement gains and reimbursements from Tesoro — (19 ) — — — (19 ) General and administrative expenses 12 27 14 — — 53 Depreciation and amortization expenses — 58 13 6 11 88 Loss on asset disposals and impairments — — 5 — (5 ) — Total Costs and Expenses 12 230 83 7 (11 ) 321 Operating Income (Loss) (12 ) 189 40 9 (9 ) 217 Interest and financing costs, net (79 ) 4 (2 ) — 2 (75 ) Equity in earnings of unconsolidated affiliates — 1 3 — — 4 Equity in earnings of subsidiaries 221 34 7 — (262 ) — Interest income — 2 — — (2 ) — Net Income $ 130 $ 230 $ 48 $ 9 $ (271 ) $ 146 Net income attributable to noncontrolling interest — — (14 ) (2 ) — (16 ) Net income attributable to partners $ 130 $ 230 $ 34 $ 7 $ (271 ) $ 130
Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet as of June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ — $ 2 $ 8 $ 3 $ — $ 13 Receivables, net Trade — 87 29 1 — 117 Affiliate 3 77 18 2 (15 ) 85 Prepayments and other 8 4 1 — (2 ) 11 Total Current Assets 11 170 56 6 (17 ) 226 Net property, plant and equipment — 2,161 554 183 477 3,375 Acquired intangibles, net — 581 — — 378 959 Goodwill — 68 — — 94 162 Investment in unconsolidated affiliates — 18 24 — 14 56 Investments in subsidiaries 4,574 1,330 145 — (6,049 ) — Long-term intercompany receivable — 627 1 — (628 ) — Other noncurrent assets 1 30 — — — 31 Total Assets $ 4,586 $ 4,985 $ 780 $ 189 $ (5,731 ) $ 4,809 LIABILITIES AND EQUITY Current Liabilities Accounts payable Trade $ 3 $ 68 $ 8 $ — $ — $ 79 Affiliate 1 62 7 — (15 ) 55 Accrued interest and financing costs 30 — — — — 30 Other current liabilities 22 40 6 — (2 ) 66 Total Current Liabilities 56 170 21 — (17 ) 230 Long-term intercompany payable 446 — 203 2 (651 ) — Other noncurrent liabilities — 35 27 1 (9 ) 54 Debt, net of unamortized issuance costs 2,578 8 — — — 2,586 Equity - TLLP 1,506 4,772 500 145 (5,417 ) 1,506 Equity - Noncontrolling interest — — 29 41 363 433 Total Liabilities and Equity $ 4,586 $ 4,985 $ 780 $ 189 $ (5,731 ) $ 4,809 Condensed Consolidating Balance Sheet as of December 31, 2014 (a) (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current Assets Cash and cash equivalents $ — $ (2 ) $ 19 $ 2 $ — $ 19 Receivables, net Trade — 93 28 1 — 122 Affiliate 3 59 7 — — 69 Other — 18 — — — 18 Prepayments and other 3 4 — — — 7 Total Current Assets 6 172 54 3 — 235 Net property, plant and equipment 1 2,073 566 188 478 3,306 Acquired intangibles, net — 590 — — 383 973 Goodwill — 48 — — 116 164 Investment in unconsolidated affiliates — 18 25 — 14 57 Investments in subsidiaries 4,348 1,325 152 — (5,825 ) — Long-term intercompany receivable — 516 — 5 (521 ) — Other noncurrent assets — 30 — — — 30 Total Assets $ 4,355 $ 4,772 $ 797 $ 196 $ (5,355 ) $ 4,765 LIABILITIES AND EQUITY Current Liabilities Accounts payable Trade $ 6 $ 102 $ 18 $ — $ — $ 126 Affiliate 2 45 6 — — 53 Accrued interest and financing costs 28 — — — — 28 Other current liabilities 21 56 4 — (2 ) 79 Total Current Liabilities 57 203 28 — (2 ) 286 Long-term intercompany payable 307 — 214 — (521 ) — Other noncurrent liabilities — 25 29 1 (10 ) 45 Debt, net of unamortized issuance costs 2,536 8 — — — 2,544 Equity - TLLP 1,455 4,536 497 152 (5,185 ) 1,455 Equity - Noncontrolling interest — — 29 43 363 435 Total Liabilities and Equity $ 4,355 $ 4,772 $ 797 $ 196 $ (5,355 ) $ 4,765 _____________ (a) Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.
Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non Wholly-owned Guarantors Non-Guarantors Eliminations Consolidated Cash Flows from (used in) Operating Activities: Net cash from (used in) operating activities $ (93 ) $ 297 $ 54 $ 13 $ (49 ) $ 222 Cash Flows from (used in) Investing Activities: Capital expenditures — (152 ) (8 ) — — (160 ) Acquisitions — (6 ) — — — (6 ) Investments in subsidiaries (6 ) (5 ) — — 11 — Net cash used in investing activities (6 ) (163 ) (8 ) — 11 (166 ) Cash Flows from (used in) Financing Activities: Proceeds from issuance of common units, net of issuance costs 45 — — — — 45 Quarterly distributions to unitholders (110 ) — (19 ) — 19 (110 ) Quarterly distributions to general partner (30 ) — (1 ) (14 ) 15 (30 ) Distributions to noncontrolling interest — — (14 ) (4 ) — (18 ) Distributions to subsidiaries — — (15 ) — 15 — Borrowings under revolving credit agreement 262 (29 ) 29 — — 262 Repayments under revolving credit agreement (223 ) 36 (36 ) — — (223 ) Contributions — 6 5 — (11 ) — Intercompany borrowings (payments) 143 (143 ) (6 ) 6 — — Capital contributions by affiliate 12 — — — — 12 Net cash from (used in) financing activities 99 (130 ) (57 ) (12 ) 38 (62 ) Increase (Decrease) in Cash and Cash Equivalents — 4 (11 ) 1 — (6 ) Cash and Cash Equivalents, Beginning of Period — (2 ) 19 2 — 19 Cash and Cash Equivalents, End of Period $ — $ 2 $ 8 $ 3 $ — $ 13
QEP Midstream Partners, LP
Condensed Consolidating Statement of Operations	Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 31 $ 2 $ — $ 33 Condensate sales — 1 7 (7 ) 1 Total Revenues — 32 9 (7 ) 34 Operating Expenses Gathering expenses — 14 1 (7 ) 8 General and administrative expenses 5 1 — — 6 Depreciation and amortization expenses — 5 3 — 8 Loss on asset impairments — 5 — — 5 Total Operating Expenses 5 25 4 (7 ) 27 Operating Income (Loss) (5 ) 7 5 — 7 Income from unconsolidated affiliates — 7 — — 7 Equity in earnings of subsidiaries 18 4 — (22 ) — Interest expense (1 ) — — — (1 ) Net Income 12 18 5 (22 ) 13 Net income attributable to noncontrolling interest — — (1 ) — (1 ) Net Income Attributable to QEP Midstream $ 12 $ 18 $ 4 $ (22 ) $ 12 Condensed Consolidating Statement of Operations For the Three Months Ended June 30, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 27 $ 7 $ (6 ) $ 28 Condensate sales — 2 — — 2 Total Revenues — 29 7 (6 ) 30 Operating Expenses Gathering expenses — 13 — (6 ) 7 General and administrative expenses 6 (1 ) — — 5 Depreciation and amortization expenses — 5 3 — 8 Total Operating Expenses 6 17 3 (6 ) 20 Operating Income (Loss) (6 ) 12 4 — 10 Equity in earnings of subsidiaries 15 3 — (18 ) — Net Income 9 15 4 (18 ) 10 Net income attributable to noncontrolling interest — — (1 ) — (1 ) Net Income Attributable to QEP Midstream $ 9 $ 15 $ 3 $ (18 ) $ 9 Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 63 $ 3 $ — $ 66 Condensate sales — 3 13 (13 ) 3 Total Revenues — 66 16 (13 ) 69 Operating Expenses Gathering expenses — 26 1 (13 ) 14 General and administrative expenses 9 1 — — 10 Depreciation and amortization expenses — 10 6 — 16 Loss on asset impairments — 5 — — 5 Total Operating Expenses 9 42 7 (13 ) 45 Operating Income (Loss) (9 ) 24 9 — 24 Income from unconsolidated affiliates — 13 — — 13 Equity in earnings of subsidiaries 44 7 — (51 ) — Interest expense (2 ) — — — (2 ) Net Income 33 44 9 (51 ) 35 Net income attributable to noncontrolling interest — — (2 ) — (2 ) Net Income Attributable to QEP Midstream $ 33 $ 44 $ 7 $ (51 ) $ 33 Condensed Consolidating Statement of Operations For the Six Months Ended June 30, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Revenues Gathering and transportation $ — $ 55 $ 14 $ (12 ) $ 57 Condensate sales — 4 — — 4 Total Revenues — 59 14 (12 ) 61 Operating Expenses Gathering expenses — 25 — (12 ) 13 General and administrative expenses 10 — — — 10 Depreciation and amortization expenses — 10 6 — 16 Total Operating Expenses 10 35 6 (12 ) 39 Operating Income (Loss) (10 ) 24 8 — 22 Income from unconsolidated affiliates — 2 — — 2 Equity in earnings of subsidiaries 31 6 — (37 ) — Interest expense — (1 ) — — (1 ) Net Income 21 31 8 (37 ) 23 Net income attributable to noncontrolling interest — — (2 ) — (2 ) Net Income Attributable to QEP Midstream $ 21 $ 31 $ 6 $ (37 ) $ 21
Condensed Consolidating Balance Sheet	Condensed Consolidating Balance Sheet as of June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ 3 $ — $ 3 $ — $ 6 Accounts receivable, net — 21 1 — 22 Accounts receivable from affiliate — 16 2 (2 ) 16 Total Current Assets 3 37 6 (2 ) 44 Property, Plant and Equipment, Net — 276 183 — 459 Long-term Receivables from Affiliates 157 — — (157 ) — Investment in Unconsolidated Affiliates — 138 — — 138 Investment in Subsidiaries 399 145 — (544 ) — Total Assets $ 559 $ 596 $ 189 $ (703 ) $ 641 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 5 $ — $ — $ 5 Accounts payable to affiliate — 11 — (2 ) 9 Other current liabilities 1 3 — — 4 Total Current Liabilities 1 19 — (2 ) 18 Affiliate Long-Term Debt 203 — — — 203 Long-Term Payables to Affiliates — 155 2 (157 ) — Other Long-Term Liabilities — 23 1 — 24 Total Long-Term Liabilities 203 178 3 (157 ) 227 Equity Equity - QEP Midstream 355 399 145 (544 ) 355 Equity - noncontrolling interest — — 41 — 41 Total Equity 355 399 186 (544 ) 396 Total Liabilities and Equity $ 559 $ 596 $ 189 $ (703 ) $ 641 Condensed Consolidating Balance Sheet as of December 31, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 13 $ 2 $ — $ 15 Accounts receivable, net — 18 2 — 20 Accounts receivable from affiliate — 2 — — 2 Total Current Assets — 33 4 — 37 Property, Plant and Equipment, Net — 288 188 — 476 Long-term Receivables from Affiliates 210 — 4 (214 ) — Investment in Unconsolidated Affiliates — 136 — — 136 Investment in Subsidiaries 358 152 — (510 ) — Total Assets $ 568 $ 609 $ 196 $ (724 ) $ 649 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 12 $ — $ — $ 12 Accounts payable to affiliate 1 — — — 1 Other current liabilities 1 1 — — 2 Total Current Liabilities 2 13 — — 15 Affiliate Long-Term Debt 210 — — — 210 Long-Term Payables to Affiliates — 214 — (214 ) — Other Long-Term Liabilities — 24 1 — 25 Total Long-Term Liabilities 210 238 1 (214 ) 235 Equity Equity - QEP Midstream 356 358 152 (510 ) 356 Equity - noncontrolling interest — — 43 — 43 Total Equity 356 358 195 (510 ) 399 Total Liabilities and Equity $ 568 $ 609 $ 196 $ (724 ) $ 649
Condensed Consolidating Statement of Cash Flows	Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2015 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash Flows From (Used In) Operating Activities: Net cash from operating activities $ (9 ) $ 53 $ 13 $ (14 ) $ 43 Cash Flows From (Used In) Investing Activities: Capital expenditures — (4 ) — — (4 ) Contributions to unconsolidated affiliates — (3 ) — — (3 ) Net cash used in investing activities — (7 ) — — (7 ) Cash Flows From (Used In) Financing Activities: Borrowings under affiliate credit agreement 29 — — — 29 Repayments under affiliate credit agreement (36 ) — — — (36 ) Intercompany borrowings (payments) 53 (59 ) 6 — — Distributions to unitholders (34 ) — — — (34 ) Distributions to subsidiaries — — (14 ) 14 — Distribution to noncontrolling interest — — (4 ) — (4 ) Net cash from (used in) financing activities 12 (59 ) (12 ) 14 (45 ) Increase (Decrease) In Cash and Cash Equivalents 3 (13 ) 1 — (9 ) Cash and Cash Equivalents, Beginning of Period — 13 2 — 15 Cash and Cash Equivalents, End of Period $ 3 $ — $ 3 $ — $ 6 Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2014 (In millions) Parent Guarantor Subsidiaries Non-Guarantors Eliminations Consolidated Cash Flows From (Used In) Operating Activities: Net cash from operating activities $ 28 $ 33 $ 14 $ (35 ) $ 40 Cash Flows Used In Investing Activities: Capital expenditures — (11 ) — — (11 ) Net cash used in investing activities — (11 ) — — (11 ) Cash Flows From (Used In) Financing Activities: Contributions from (distributions to) parent, net 1 (24 ) (11 ) 35 1 Distributions to unitholders (29 ) — — — (29 ) Distribution to noncontrolling interest — — (3 ) — (3 ) Net cash used in financing activities (28 ) (24 ) (14 ) 35 (31 ) Decrease In Cash and Cash Equivalents — (2 ) — — (2 ) Cash and Cash Equivalents, Beginning of Period — 16 3 — 19 Cash and Cash Equivalents, End of Period $ — $ 14 $ 3 $ — $ 17

Organization and Basis of Pre26

Organization and Basis of Presentation, Acquisition (Details) $ in Billions	Dec. 02, 2014USD ($)	Sep. 30, 2014facility	Jul. 01, 2014terminalstanksfacility	Jun. 30, 2015facility
QEP Midstream Partners, LP
Acquisition
Limited partnership ownership interest				58.00%
Rockies Natural Gas Business Acquisition
Acquisition
Effective date of acquisition	Dec. 2, 2014
Purchase price | $	$ 2.5
Phase One | West Coast Logistics Assets Acquisition
Acquisition
Effective date of acquisition			Jul. 1, 2014
Phase Two | West Coast Logistics Assets Acquisition
Acquisition
Effective date of acquisition		Sep. 30, 2014
Truck Terminal | West Coast Logistics Assets Acquisition
Acquisition
Number of assets (assets) | terminals			3
Storage Tank | West Coast Logistics Assets Acquisition
Acquisition
Number of assets (assets) | tanks			10
Rail Loading And unloading Facility | West Coast Logistics Assets Acquisition
Acquisition
Number of assets (assets)			2
Refined Products Pipeline
Acquisition
Number of assets (assets)				1
Refined Products Pipeline | Phase Two | West Coast Logistics Assets Acquisition
Acquisition
Number of assets (assets)		1

Organization and Basis of Pre27

Organization and Basis of Presentation Subsequent Event (Details)	Jul. 23, 2015	Jul. 22, 2015shares	Apr. 06, 2015	Jun. 30, 2015shares
Acquisition
Units issued under Merger agreement				819,513
Merger Agreement
Acquisition
Merger agreement date			Apr. 6, 2015
Subsequent Event
Acquisition
Limited Partner Common Units, Conversion Ratio		0.3088
Effective date of Merger Completion		Jul. 22, 2015
Units issued under Merger agreement		7,100,000
QEP Midstream Partners, LP
Acquisition
Merger agreement date			Apr. 6, 2015
Limited Partner Common Units, Conversion Ratio			0.3088
QEP Midstream Partners, LP | Subsequent Event | Merger Agreement
Acquisition
Trading suspension date	Jul. 23, 2015

Organization and Basis of Pre28

Organization and Basis of Presentation, Fair Value (Details) - USD ($) $ in Billions	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Debt, carrying value	$ 2.6	$ 2.6
Debt, fair value	$ 2.7	$ 2.6
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Percent of trade payables outstanding	1.00%
Percent of trade receivables outstanding	2.00%
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Fair Value Assumptions, Expected Term	90 days

Organization and Basis of Pre29

Organization and Basis of Presentation New Accounting Standards (Details) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
New Accounting Pronouncement, Early Adoption, Effect
New Accounting Pronouncements or Change in Accounting Principle
Unamortized debt issuance cost	$ 45	$ 49

Organization and Basis of Pre30

Organization and Basis of Presentation Green River Processing (Details) - Long-term Debt, Type	Dec. 02, 2014	Jul. 01, 2014	Feb. 06, 2014	Jun. 30, 2015
General partner's ownership interest				2.00%
Green River Processing, LLC
Formation date			Feb. 6, 2014
Effective date of acquisition	Dec. 2, 2014
QEP Midstream Operating, LLC | Green River Processing, LLC
Transaction, date		Jul. 1, 2014
Ownership interest				40.00%
QEPFS | Green River Processing, LLC
Limited partnership ownership interest				60.00%
General partner's ownership interest				58.00%

Organization and Basis of Pre31

Organization and Basis of Presentation QEP Midstream Partners, LP (Details)	Aug. 03, 2015	Jul. 22, 2015shares	Apr. 06, 2015	Dec. 02, 2014	Jul. 01, 2014	Aug. 14, 2013	Apr. 19, 2013	Jun. 30, 2015systemsPipelinesshares
General partner's ownership interest								2.00%
Issuance of units								819,513
QEP Midstream Partners, LP
Formation date							Apr. 19, 2013
Initial Offering Period						August 2,013
Equity Method Investment, Ownership Percentage								5.00%
Effective date of acquisition				Dec. 2, 2014
General partner's ownership interest				2.00%				2.00%
Ownership interest				56.00%
Merger agreement date			Apr. 6, 2015
Limited Partner Common Units, Conversion Ratio			0.3088
5.875% Senior Notes due 2020 | QEP Midstream Partners, LP
Maturity date								Oct. 1, 2020
6.125% Senior Notes due 2021 | QEP Midstream Partners, LP
Maturity date								Oct. 15, 2021
Gathering Systems | QEP Midstream Partners, LP
Number of assets (assets) | systems								4
Refined Products Pipeline | QEP Midstream Partners, LP
Number of assets (assets) | Pipelines								2
Merger Agreement
Merger agreement date			Apr. 6, 2015
QEP Midstream Partners Operating, LLC | QEP Midstream Partners, LP
Limited partnership ownership interest								100.00%
Rendezvous Gas Services, L.L.C. | QEP Midstream Partners, LP
Limited partnership ownership interest								78.00%
Three Rivers Gathering, L.L.C. | QEP Midstream Partners, LP
Equity Method Investment, Ownership Percentage								50.00%
Green River Processing, LLC | QEP Midstream Partners, LP
Equity Method Investment, Ownership Percentage					40.00%
Effective date of acquisition					Jul. 1, 2014
Subsequent Event
Limited Partner Common Units, Conversion Ratio		0.3088
Effective date of Merger Completion		Jul. 22, 2015
Issuance of units		7,100,000
Amended Omnibus Agreement | QEP Midstream Partners, LP
Agreement Date				Dec. 2, 2014
Amended Omnibus Agreement | Subsequent Event | QEP Midstream Partners, LP
Agreement Date	Aug. 3, 2015
Original Omnibus Agreement | QEP Midstream Partners, LP
Agreement Date						Aug. 14, 2013

Acquisitions Rockies Natural Ga

Acquisitions Rockies Natural Gas Business Acquisition (Details) $ in Millions	Jul. 22, 2015	Dec. 02, 2014USD ($)	Jun. 30, 2015USD ($)facility	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)facility	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Acquisition
General partner's ownership interest					2.00%
Weighted average useful life					35 years
Gross carrying value of intangible assets			$ 976		$ 976
Accumulated amortization			17		17
Amortization expense			7		14
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill			162		162		$ 164	[1]
Investment in unconsolidated affiliates			56		56		57	[1]
Rockies Natural Gas Business Acquisition
Acquisition
Effective date of acquisition		Dec. 2, 2014
Purchase price		$ 2,500
Purchase price adjustment					6
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Cash			32		32
Receivables			120		120
Prepayments and other			8		8
Property, plant and equipment			1,735		1,735
Intangibles			976		976
Goodwill			153		153
Investment in unconsolidated affiliates			57		57
Other noncurrent assets			23		23
Accounts payable			(72)		(72)
Other current liabilities			(50)		(50)
Other noncurrent liabilities			(34)		(34)
Noncontrolling interest			(432)		(432)
Total purchase price			2,516		2,516
Pro forma revenues				$ 224		$ 449
Pro forma net income				$ 7		$ 56
QEP Midstream Partners, LP
Acquisition
Ownership interest		56.00%
General partner's ownership interest		2.00%
QEP Midstream Partners GP, LLC
Acquisition
Ownership interest		100.00%
Gathering | Rockies Natural Gas Business Acquisition
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill			17		17
Processing | Rockies Natural Gas Business Acquisition
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill			136		$ 136
QEP Midstream Partners, LP
Acquisition
Effective date of acquisition		Dec. 2, 2014
Ownership interest		56.00%
General partner's ownership interest		2.00%			2.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Investment in unconsolidated affiliates			$ 138		$ 138		$ 136
Subsequent Event
Acquisition
Effective date of Merger Completion	Jul. 22, 2015
Gas Processing Complexes
Acquisition
Number of assets (assets) | facility			2		2
Gas Processing Complexes | Processing
Acquisition
Number of assets (assets) | facility			4		4
Fractionation Facility
Acquisition
Number of assets (assets) | facility			1		1
[1]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.

Acquisitions 2014 Acquisition (

Acquisitions 2014 Acquisition (Details) - West Coast Logistics Assets Acquisition	Sep. 30, 2014	Jul. 01, 2014
Phase One
Acquisition
Effective date of acquisition		Jul. 1, 2014
Phase Two
Acquisition
Effective date of acquisition	Sep. 30, 2014

Acquisitions Green River Proces

Acquisitions Green River Processing Acquisition (Details) - USD ($) $ in Millions	Dec. 02, 2014	Jul. 01, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Acquisition
Equity in earnings of unconsolidated affiliates			$ 1	$ 0	$ 4	$ 0	[1]
QEP Midstream Partners, LP
Acquisition
Effective date of acquisition	Dec. 2, 2014
Equity Method Investment, Ownership Percentage			5.00%		5.00%
Equity in earnings of unconsolidated affiliates			$ 7	$ 0	$ 13	$ 2
QEP Midstream Partners, LP | Green River Processing, LLC
Acquisition
Effective date of acquisition		Jul. 1, 2014
Equity Method Investment, Ownership Percentage		40.00%
Equity Method Investment, Aggregate Cost		$ 230
Equity Method Investments		107
Equity in earnings of unconsolidated affiliates			6		10
Summarized Income Statement Financial Information
Revenues			30		56
Operating Expenses			16		32
Net Income			$ 14		$ 24
Prior Credit Facility | QEP Midstream Partners, LP
Acquisition
Total loan availability		500
Prior Credit Facility | QEP Midstream Partners, LP | Green River Processing, LLC
Acquisition
Borrowings under Revolving Credit Facility		$ 220
[1]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.

Related-Party Transactions, Sum

Related-Party Transactions, Summary of Transactions (Details) - USD ($) $ / shares in Units, $ in Millions		Aug. 03, 2015	Jul. 31, 2015	Jul. 23, 2015	Jul. 01, 2015	Feb. 20, 2015	Dec. 02, 2014	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014
Related Party Transactions
Common units outstanding (units)								80,978,687		80,125,930			80,978,687
Revenues	[1]							$ 154			$ 117	[2]	$ 302	$ 228	[2]
Operating and maintenance expenses								24			20		49	40
Imbalance settlement gains and reimbursements from Tesoro	[3]							11			8	[2]	19	15	[2]
General and administrative expenses								$ 18			$ 10		$ 35	$ 17
Risks and Uncertainties
Concentration risk, percentage								56.00%			88.00%		56.00%	88.00%
Imbalance settlement gains								$ 2			$ 3		$ 4	$ 5
Reimbursements from Tesoro	[2]							$ 9			5		15	10
Quarterly distributions
Cash distributions paid to Tesoro and TLGP													$ 110	63	[4]
Cash distributions per unit (dollars per unit)									$ 0.6950	$ 0.6675
Distribution date									May 15, 2015	Feb. 13, 2015
General partner units outstanding (units)								1,631,448		1,631,448			1,631,448
General partner's ownership interest													2.00%
Subsequent Event
Quarterly distributions
Declaration date				Jul. 23, 2015
Cash distributions per unit (dollars per unit)	[5]			$ 0.7225
Distribution date	[5]			Aug. 14, 2015
Distribution declared (including IDRs)				$ 38
Rockies Natural Gas Business Acquisition
Quarterly distributions
General partner distribution amount forfeited								$ 2.5					$ 5
Annually | Rockies Natural Gas Business Acquisition
Quarterly distributions
General partner distribution amount forfeited													$ 10
QEP Midstream Partners, LP
Related Party Transactions
Common units outstanding (units)								26,753,205		26,729,240			26,753,205
Quarterly distributions
Declaration date									Apr. 22, 2015
Cash distributions per unit (dollars per unit)									$ 0.32
Distribution date									May 15, 2015
Distribution declared (including IDRs)								$ 0	$ 18		(16)		$ (18)	(31)
Subordinated units outstanding (units)								26,705,000		26,705,000			26,705,000
Ownership interest							56.00%
General partner units outstanding (units)								1,090,495		1,090,495			1,090,495
General partner's ownership interest							2.00%						2.00%
Equity Method Investment, Ownership Percentage								5.00%					5.00%
Green River Processing, LLC
Related Party Transactions
Limited liability company agreement annual fee													$ 7
Revenues								$ 12			8		23	15
TLLP
Related Party Transactions
Revenues								0					0
Imbalance settlement gains and reimbursements from Tesoro								$ 0					$ 0
QEPFS | QEP Midstream Partners, LP
Related Party Transactions
Common units outstanding (units)								3,701,750					3,701,750
Quarterly distributions
Subordinated units outstanding (units)								26,705,000					26,705,000
Ownership interest													56.00%
Related party transactions with QEP Resources | QEP Midstream Partners, LP
Related Party Transactions
Revenues								$ 0			21		$ 0	43
General and administrative expenses								0			3		0	7
Tesoro Entities | Green River Processing, LLC
Related Party Transactions
Revenues								12					23
General and administrative expenses								1					3
QEP Entities | Green River Processing, LLC
Related Party Transactions
Revenues											8			15
General and administrative expenses											4			8
Related party transactions with Tesoro and subsidiaries | QEP Midstream Partners, LP
Related Party Transactions
Revenues								1			0		3	0
General and administrative expenses								3			0		7	0
Interest expense to affiliate								1			$ 0		2	$ 0
Amended Omnibus Agreement | QEP Midstream Partners, LP
Related Party Transactions
Agreement Date							Dec. 2, 2014
Amended Omnibus Agreement | QEP Midstream Partners, LP | Subsequent Event
Related Party Transactions
Agreement Date		Aug. 3, 2015
Transaction termination, date		Aug. 3, 2015
Amended Omnibus Agreement | TLLP
Related Party Transactions
Agreement Date						Feb. 20, 2015
Keep Whole Commodity Fee Agreement | Green River Processing, LLC
Related Party Transactions
Transaction termination, date							Dec. 2, 2014
Term (in years)							5 years
Further Amended Omnibus Agreement | Subsequent Event
Related Party Transactions
Agreement Date					Jul. 1, 2015
Quarterly distributions
Related Party Transaction Increase In General And Administrative Fee Payable To Related Party					$ 3.6
Operating Agreement | Green River Processing, LLC | Subsequent Event
Quarterly distributions
Agreement amendment date			Jul. 31, 2015
Related party transactions with Tesoro and subsidiaries
Quarterly distributions
Cash distributions paid to Tesoro and TLGP													68
Affiliate Credit Agreement | QEP Midstream Partners, LP
Quarterly distributions
Total loan availability								$ 500					$ 500
Affiliate Credit Agreement | QEP Midstream Partners, LP | Subsequent Event
Related Party Transactions
Transaction termination, date		Aug. 3, 2015
[1]	Tesoro accounted for 56% and 88% of our total revenues for the three and six months ended June 30, 2015 and 2014, respectively.
[2]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[3]	Includes imbalance settlement gains of $2 million and $3 million for the three months ended June 30, 2015 and 2014, respectively, and $4 million and $5 million for the six months ended June 30, 2015 and 2014, respectively. Also includes reimbursements from Tesoro pursuant to the Amended Omnibus Agreement of $9 million and $5 million for the three months ended June 30, 2015 and 2014, respectively, and $15 million and $10 million for the six months ended June 30, 2015 and 2014, respectively.
[4]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[5]	This distribution was declared on July 23, 2015 and will be paid on the date of distribution.

Net Income Per Unit (Details)

Net Income Per Unit (Details) $ / shares in Units, $ in Millions		Jul. 23, 2015USD ($)	Jul. 22, 2015shares	Dec. 02, 2014	May. 16, 2014	Jun. 30, 2015USD ($)$ / sharesshares	Mar. 31, 2015USD ($)	Jun. 30, 2014USD ($)$ / sharesshares		Jun. 30, 2015USD ($)$ / sharesshares	Jun. 30, 2014USD ($)$ / sharesshares
Net Income Per Unit
Loss attributable to Predecessors						$ 0		$ 3	[1]	$ 0	$ 4	[1]
Net income						72		31	[1]	146	73	[1],[2]
Net income attributable to noncontrolling interest						(6)		0	[1]	(16)	0	[1]
Net Income (Loss) Attributable to Parent	[3]					66		31		130	73
Allocation of distributions less (greater) than earnings						$ 15		$ 11		$ 21	$ 8
Weighted average limited partner units outstanding:
Common units - basic | shares	[4]					80,742,221		46,911,533		80,497,573	43,070,111
Common unit equivalents | shares	[4]					68,617		100,891		66,674	99,187
Common units - diluted | shares	[4]					80,810,838		47,012,424		80,564,247	43,169,298
Subordinated units - basic and diluted | shares	[5]					0		7,543,627		0	11,377,957
Net income per limited partner unit:
Common - basic | $ / shares						$ 0.60		$ 0.45		$ 1.23	$ 1.15
Common - diluted | $ / shares						0.60		0.45		1.23	1.14
Subordinated - basic and diluted | $ / shares						$ 0		$ 0.45		$ 0	$ 1.13
Footnote
General partner's ownership interest										2.00%
Maximum percentage distribution to general partner						50.00%		50.00%		50.00%	50.00%
Minimum distribution level for IDRs (dollars per unit) | $ / shares						0.388125		0.388125		0.388125	0.388125
Subordinated units effective conversion date					May 16, 2014
Units issued under Merger agreement | shares										819,513
General Partner
Net Income Per Unit
Net income										$ 31
General partner's distributions						$ 2		$ 1		3	$ 2
General partner's IDRs	[6]					15		7		28	13
Allocation of distributions less (greater) than earnings	[3]					0		3		0	4
Total partner's earnings						17		5		$ 31	11
Footnote
Units issued under Merger agreement | shares										0
Limited Partner, common units
Net Income Per Unit
Net income										$ 99
Limited partners' distributions						64		29		120	52
Allocation of distributions less (greater) than earnings						15		7		21	3
Total partner's earnings						49		22		$ 99	49
Footnote
Units issued under Merger agreement | shares	[7]									819,513
Limited Partner, subordinated units
Net Income Per Unit
Limited partners' distributions	[5]					0		5		$ 0	14
Allocation of distributions less (greater) than earnings	[5]					0		1		0	1
Total partner's earnings	[5]					0		4		0	13
Rockies Natural Gas Business Acquisition
Footnote
General partner distribution amount forfeited						2.5				5
Subsequent Event
Net Income Per Unit
Limited partners' distributions		$ 38
Footnote
Effective date of Merger Completion			Jul. 22, 2015
Units issued under Merger agreement | shares			7,100,000
QEP Midstream Partners, LP
Net Income Per Unit
Net income						13		10		35	23
Net income attributable to noncontrolling interest						(1)		(1)		(2)	(2)
Net Income (Loss) Attributable to Parent						12		9		33	21
Limited partners' distributions						0	$ 18	(16)		(18)	(31)
Allocation of distributions less (greater) than earnings						$ (12)		$ 7		$ (15)	$ 10
Weighted average limited partner units outstanding:
Common units - basic | shares						26,749,311		26,719,037		26,741,902	26,716,267
Common units - diluted | shares						26,753,276		26,719,037		26,745,017	26,720,412
Subordinated units - basic and diluted | shares						26,705,000		26,705,000		26,705,000	26,705,000
Net income per limited partner unit:
Subordinated - basic and diluted | $ / shares						$ 0.24				$ 0.61
Footnote
General partner's ownership interest				2.00%						2.00%
[1]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[2]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[3]	In April 2015, the FASB issued ASU 2015-06 concerning historical earnings per unit for master limited partnership drop down transactions. We have revised the historical allocation of general partner earnings to include the Predecessor losses TLLP incurred of $3 million and $4 million during the three and six months ended June 30, 2014, respectively. See Note 1 for additional information on the new guidance.
[4]	On July 22, 2015, we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the weighted average limited partner unit balances.
[5]	On May 16, 2014, the subordinated units were converted into common units on a one-for-one basis and thereafter participate on terms equal with all other common units in distributions of available cash. Distributions and the Partnership’s net income were allocated to the subordinated units through May 15, 2014.
[6]	IDRs entitle the general partner to receive increasing percentages, up to 50%, of quarterly distributions in excess of $0.388125 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $2.5 million and $5 million of IDRs for the three and six months ended June 30, 2015, respectively, waived by TLGP in connection with the Rockies Natural Gas Business Acquisition. See Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion related to IDRs.
[7]	On July 22, 2015, we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the June 30, 2015 common unit balance.

Net Income Per Unit QEPM Distri

Net Income Per Unit QEPM Distributions in Excess of Net Income (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended					6 Months Ended
		Jun. 30, 2015		Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2014	Jun. 30, 2015		Jun. 30, 2014
Net Income Per Unit
Net Income (Loss) Attributable to Parent	[1]	$ 66				$ 31	$ 130		$ 73
Distribution less than (greater than) net income attributable to parent		(15)				(11)	(21)		(8)
Cash distributions per unit (dollars per unit)				$ 0.6950	$ 0.6675
Distribution date				May 15, 2015	Feb. 13, 2015
QEP Midstream Partners, LP
Net Income Per Unit
Distribution declared (including IDRs)		0		$ 18		(16)	(18)		(31)
Net Income (Loss) Attributable to Parent		12				9	33		21
General partner’s distribution declared (including IDRs)		0	[2]			0	1	[2]	1
Distribution less than (greater than) net income attributable to parent		12				(7)	15		(10)
Declaration date				Apr. 22, 2015
Cash distributions per unit (dollars per unit)				$ 0.32
Distribution date				May 15, 2015
Common Units | QEP Midstream Partners, LP
Net Income Per Unit
Distribution declared (including IDRs)		0				(8)	(9)		(15)
Net Income (Loss) Attributable to Parent		6				5	16		10
Limited partners’ distribution declared on units		0	[2]			8	9	[2]	15
Distribution less than (greater than) net income attributable to parent		6				(3)	7		(5)
Subordinated Units | QEP Midstream Partners, LP
Net Income Per Unit
Distribution declared (including IDRs)		0				(8)	(8)		(15)
Net Income (Loss) Attributable to Parent		6				5	15		11
Limited partners’ distribution declared on units		0	[2]			8	8	[2]	15
Distribution less than (greater than) net income attributable to parent		$ 6				$ (3)	$ 7		$ (4)
[1]	In April 2015, the FASB issued ASU 2015-06 concerning historical earnings per unit for master limited partnership drop down transactions. We have revised the historical allocation of general partner earnings to include the Predecessor losses TLLP incurred of $3 million and $4 million during the three and six months ended June 30, 2014, respectively. See Note 1 for additional information on the new guidance.
[2]	(a)On April 22, 2015, the Partnership declared a quarterly cash distribution totaling $18 million, or $0.32 per unit for the first quarter of 2015. The quarterly distribution was paid on May 15, 2015. No quarterly cash distributions were declared by the Partnership for the second quarter of 2015.

Net Income Per Unit QEPM Net In

Net Income Per Unit QEPM Net Income Per Unit (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net Income Per Unit
Distribution less than (greater than) net income attributable to parent		$ (15)		$ (11)	$ (21)	$ (8)
Net Income (Loss) Attributable to Parent	[1]	$ 66		$ 31	$ 130	$ 73
Net income per limited partner unit:
Subordinated - basic and diluted		$ 0		$ 0.45	$ 0	$ 1.13
QEP Midstream Partners, LP
Net Income Per Unit
Distribution declared (including IDRs)		$ 0	$ (18)	$ 16	$ 18	$ 31
Distribution less than (greater than) net income attributable to parent		12		(7)	15	(10)
Net Income (Loss) Attributable to Parent		$ 12		$ 9	$ 33	$ 21
Weighted average limited partner units outstanding:
Basic		54,544,806		54,514,323	54,537,397	54,511,497
Diluted		54,548,771		54,514,323	54,540,512	54,515,642
Net income per limited partner unit:
Basic and diluted		$ 0.24		$ 0.18	$ 0.61	$ 0.39
Subordinated - basic and diluted		$ 0.24			$ 0.61
General Partner Units | QEP Midstream Partners, LP
Net Income Per Unit
Distribution declared (including IDRs)		$ 0		$ 0	$ 1	$ 1
Distribution less than (greater than) net income attributable to parent		0		(1)	1	(1)
Net Income (Loss) Attributable to Parent		$ 0		$ (1)	$ 2	$ 0
Weighted average limited partner units outstanding:
Basic		1,090,495		1,090,286	1,090,495	1,090,230
Diluted		1,090,495		1,090,286	1,090,495	1,090,230
Common Units | QEP Midstream Partners, LP
Net Income Per Unit
Distribution declared (including IDRs)		$ 0		$ 8	$ 9	$ 15
Distribution less than (greater than) net income attributable to parent		6		(3)	7	(5)
Net Income (Loss) Attributable to Parent		$ 6		$ 5	$ 16	$ 10
Weighted average limited partner units outstanding:
Basic		26,749,311		26,719,037	26,741,902	26,716,267
Diluted		26,753,276		26,719,037	26,745,017	26,720,412
Net income per limited partner unit:
Basic and diluted		$ 0.24		$ 0.18	$ 0.61	$ 0.39
Subordinated Units | QEP Midstream Partners, LP
Net Income Per Unit
Distribution declared (including IDRs)		$ 0		$ 8	$ 8	$ 15
Distribution less than (greater than) net income attributable to parent		6		(3)	7	(4)
Net Income (Loss) Attributable to Parent		$ 6		$ 5	$ 15	$ 11
Weighted average limited partner units outstanding:
Basic		26,705,000		26,705,000	26,705,000	26,705,000
Diluted		26,705,000		26,705,000	26,705,000	26,705,000
Net income per limited partner unit:
Subordinated - basic and diluted		$ 0.24		$ 0.18	$ 0.61	$ 0.39
[1]	In April 2015, the FASB issued ASU 2015-06 concerning historical earnings per unit for master limited partnership drop down transactions. We have revised the historical allocation of general partner earnings to include the Predecessor losses TLLP incurred of $3 million and $4 million during the three and six months ended June 30, 2014, respectively. See Note 1 for additional information on the new guidance.

Property, Plant and Equipment39

Property, Plant and Equipment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2014	Dec. 31, 2014
Property, Plant and Equipment
Gross Property, Plant and Equipment	$ 3,694			$ 3,551
Accumulated depreciation	(319)			(245)
Net Property, Plant and Equipment	3,375			3,306	[1]
Gathering
Property, Plant and Equipment
Gross Property, Plant and Equipment	1,621			1,507
Processing
Property, Plant and Equipment
Gross Property, Plant and Equipment	544			539
Terminalling and Transportation
Property, Plant and Equipment
Gross Property, Plant and Equipment	1,510			1,478
Other
Property, Plant and Equipment
Gross Property, Plant and Equipment	19			27
QEP Midstream Partners, LP
Property, Plant and Equipment
Gross Property, Plant and Equipment	747			752
Accumulated depreciation	(288)			(276)
Net Property, Plant and Equipment	459			$ 476
Impairment charge	$ 5	$ 0	$ 0
[1]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.

Debt, Total (Details)

Debt, Total (Details) - USD ($) $ in Millions		Jun. 30, 2015	Dec. 31, 2014
Debt Instrument
Total Debt		$ 2,627	$ 2,588
Unamortized issuance costs	[1],[2]	(41)	(44)
Current maturities		0	0
Debt, net of current maturities and unamortized issuance costs		2,586	2,544	[3]
5.875% Senior Notes due 2020
Debt Instrument
Debt Instrument, unamortized premium		4	5
New Accounting Pronouncement, Early Adoption, Effect
Debt Instrument
Unamortized debt issuance cost		$ 45	$ 49
[1]	Includes unamortized premium associated with our 5.875% Senior Notes due 2020 of $4 million and $5 million as of June 30, 2015 and December 31, 2014, respectively.
[2]	We adopted ASU 2015-03 in the first quarter of 2015 and applied the changes retrospectively to prior periods presented. The adoption of this standard resulted in the reclassification of $49 million from other noncurrent assets to debt on the balance sheet at December 31, 2014. Unamortized debt issuance costs of $45 million are recorded as a reduction to debt on the balance sheet at June 30, 2015. See Note 1 for further discussion regarding ASU 2015-03.
[3]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.

Debt, Revolving Credit Facility

Debt, Revolving Credit Facility(Details) - USD ($) $ in Millions		Aug. 03, 2015	Dec. 02, 2014	Jun. 30, 2015	Dec. 31, 2014	Jul. 01, 2014
Revolving credit facility
Revolving Credit Facility
Total loan availability				$ 900
Maximum loan availability				1,500
Borrowings under Revolving Credit Facility				299
Unused loan availability				$ 601
Unused loan availability, percentage				67.00%
Weighted average interest rate				2.75%
Revolver maturity date				Dec. 2, 2019
Commitment Fee (unused portion)	[1]			0.50%
Line of Credit Facility, Collateral				Our Revolving Credit Facility is non-recourse to Tesoro, except for TLGP, and is guaranteed by all of our consolidated subsidiaries, with the exception of Rendezvous Gas Services L.L.C., and secured by substantially all of our assets.
Revolving credit facility | Eurodollar
Revolving Credit Facility
Reference Rate Percent	[1]			0.19%
Eurodollar or Base Rate Margin	[1]			2.50%
Revolving credit facility | Base Rate
Revolving Credit Facility
Reference Rate Percent	[1]			3.25%
Eurodollar or Base Rate Margin	[1]			1.50%
QEP Midstream Partners, LP
Revolving Credit Facility
Affiliate Long-Term Debt					$ 210
Prior Credit Facility | QEP Midstream Partners, LP
Revolving Credit Facility
Total loan availability						$ 500
Maximum loan availability			$ 500
Revolving credit facility | QEP Midstream Partners, LP
Debt Instrument
Line of Credit Facility, Initiation Date			Dec. 2, 2014
Revolving Credit Facility
Total loan availability				$ 500
Affiliate Long-Term Debt				$ 203	$ 210
Borrowings under Revolving Credit Facility			$ 230
Weighted average interest rate				2.20%
Subsequent Event | Revolving credit facility | QEP Midstream Partners, LP
Revolving Credit Facility
Transaction termination, date		Aug. 3, 2015
[1]	We have the option to elect if the borrowings will bear interest at a base rate plus the base rate margin, or a Eurodollar rate, for the applicable period, plus the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the Revolving Credit Facility. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate.

Commitments and Contingencies42

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 06, 2015	Dec. 02, 2014	Jan. 30, 2014	Apr. 11, 2013	Mar. 22, 2013	Mar. 18, 2013	May. 01, 2012	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Changes in Environmental Liabilities
Accruals for environmental expenditures								$ 22	$ 22	$ 32
Tioga Crude Oil Pipeline Release
Changes in Environmental Liabilities
Accruals for environmental expenditures								15	15	25
Expenditures								(10)
Insurance settlements receivable								0	0	18
Environmental liability insurance deductible								1	1
Environmental liabilities insurance coverage limit								25
Total remediation costs								(42)
Chevron Corrective Action Order
Changes in Environmental Liabilities
Diesel fuel release, period of occurrence						March 18, 2013
PHMSA | Chevron Corrective Action Order
Changes in Environmental Liabilities
Regulatory action issuance date					Mar. 22, 2013
Regulatory action closure date	Mar. 6, 2015
Department Of Environmental Quality Division Of Water | Chevron Corrective Action Order
Changes in Environmental Liabilities
Regulatory action issuance date				Apr. 11, 2013
Northwest Products System
Changes in Environmental Liabilities
Accruals for environmental expenditures								$ 4	4	$ 6
Questar Gas Company v. QEP Field Services Company
Changes in Environmental Liabilities
Complaint filing date							May 1, 2012
Liability for estimated damages		$ 21
Disputed amount netted from gathering fees									$ 17
XTO Energy Inc. v. QEP Field Services Company
Changes in Environmental Liabilities
Complaint filing date			January 30, 2014
QEP Midstream Partners, LP
Changes in Environmental Liabilities
Effective date of acquisition		Dec. 2, 2014
Complaint filing date							May 1, 2012

Equity Equity, ATM Program (Det

Equity Equity, ATM Program (Details) - USD ($) $ in Millions	Jun. 25, 2014	Jun. 30, 2015	Jun. 30, 2015
Issuance of units			819,513
Equity offering, net of issuance costs			$ 45
ATM Program
ATM Program, filing date	Jun. 25, 2014
Common Units Aggregate Value	$ 200
Issuance of units		373,014	819,513
Equity offering, net of issuance costs		$ 21	$ 45

Equity, Units Rollforward (Deta

Equity, Units Rollforward (Details) - Significant Acquisitions and Disposals, Transaction - shares		Jul. 22, 2015	Dec. 02, 2014	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Common units outstanding (units)				80,978,687	80,978,687	80,125,930
General partner units outstanding (units)				1,631,448	1,631,448	1,631,448
General partner's ownership interest					2.00%
Changes in Units Outstanding
Balance at December 31, 2014					81,757,378
Issuance of units					819,513
Unit-based compensation awards	[1]				33,244
Balance at June 30, 2015				82,610,135	82,610,135
Tesoro
Tesoro's ownership interest					36.00%
Common
Changes in Units Outstanding
Balance at December 31, 2014	[2]				80,125,930
Issuance of units	[2]				819,513
Unit-based compensation awards	[1],[2]				33,244
Balance at June 30, 2015	[2]			80,978,687	80,978,687
Equity-based compensation units withheld for taxes (units)					13,233
Public common units
Common units outstanding (units)				52,796,939	52,796,939
Tesoro common units
Common units outstanding (units)				28,181,748	28,181,748
General Partner
General partner units outstanding (units)				1,631,448	1,631,448
Changes in Units Outstanding
Balance at December 31, 2014					1,631,448
Issuance of units					0
Unit-based compensation awards	[1]				0
Balance at June 30, 2015				1,631,448	1,631,448
ATM Program
Changes in Units Outstanding
Issuance of units				373,014	819,513
Subsequent Event
Changes in Units Outstanding
Issuance of units		7,100,000
Effective date of Merger Completion		Jul. 22, 2015
QEP Midstream Partners, LP
Common units outstanding (units)				26,753,205	26,753,205	26,729,240
General partner units outstanding (units)				1,090,495	1,090,495	1,090,495
General partner's ownership interest			2.00%		2.00%
Tesoro's ownership interest			56.00%
[1]	Unit-based compensation awards are presented net of 13,233 units withheld for taxes.
[2]	On July 22, 2015, we issued 7.1 million of our common units to QEPM unitholders upon completion of the Merger discussed in Note 1. These units have not been reflected in the June 30, 2015 common unit balance.

Equity, Equity Activity (Detail

Equity, Equity Activity (Details) - USD ($) $ in Millions		Dec. 02, 2014	Jun. 30, 2015	Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014
Changes in carrying amount of Equity
Balance at December 31, 2014						$ 1,890
Equity offering, net of issuance costs						45
Contributions	[1]					14
Distributions	[2]					(158)
Net income			$ 72	$ 31	[3]	146	$ 73	[3],[4]
Other						2
Balance at June 30, 2015			1,939			1,939
Common
Changes in carrying amount of Equity
Balance at December 31, 2014						1,474
Equity offering, net of issuance costs						44
Contributions	[1]					11
Distributions	[2]					(110)
Net income						99
Other						2
Balance at June 30, 2015			1,520			1,520
General Partner
Changes in carrying amount of Equity
Balance at December 31, 2014						(19)
Equity offering, net of issuance costs						1
Contributions	[1]					3
Distributions	[2]					(30)
Net income						31
Other						0
Balance at June 30, 2015			(14)			(14)
Noncontrolling Interest
Changes in carrying amount of Equity
Balance at December 31, 2014						435
Equity offering, net of issuance costs						0
Contributions	[1]					0
Distributions	[2]					(18)
Net income						16
Other						0
Balance at June 30, 2015			433			433
QEP Midstream Partners, LP
Changes in carrying amount of Equity
Balance at December 31, 2014						399
Distributions to noncontrolling interest						(4)
Distributions						(34)
Net income			13	10		35	23
Balance at June 30, 2015			396			396
Ownership interest		56.00%
Green River Processing, LLC
Changes in carrying amount of Equity
Balance at December 31, 2014						280
Contributions						8
Distributions						(24)
Net income			14	$ 8		24	$ 22
Balance at June 30, 2015			288			288
Green River Processing, LLC | QEPFS
Changes in carrying amount of Equity
Balance at December 31, 2014						168
Contributions						5
Distributions						(14)
Net income						14
Balance at June 30, 2015			173			$ 173
Limited partnership ownership interest						60.00%
Green River Processing, LLC | QEP Midstream Operating, LLC
Changes in carrying amount of Equity
Balance at December 31, 2014						$ 112
Contributions						3
Distributions						(10)
Net income						10
Balance at June 30, 2015			115			$ 115
Ownership interest						40.00%
ATM Program
Changes in carrying amount of Equity
Equity offering, net of issuance costs			21			$ 45
Common Units | QEP Midstream Partners, LP
Changes in carrying amount of Equity
Balance at December 31, 2014						393
Distributions to noncontrolling interest						0
Distributions						(17)
Net income						16
Balance at June 30, 2015			392			392
Subordinated Units | QEP Midstream Partners, LP
Changes in carrying amount of Equity
Balance at December 31, 2014						(36)
Distributions to noncontrolling interest						0
Distributions						(16)
Net income						16
Balance at June 30, 2015			(36)			(36)
General Partner | QEP Midstream Partners, LP
Changes in carrying amount of Equity
Balance at December 31, 2014						(1)
Distributions to noncontrolling interest						0
Distributions						(1)
Net income						1
Balance at June 30, 2015			(1)			(1)
Noncontrolling Interest | QEP Midstream Partners, LP
Changes in carrying amount of Equity
Balance at December 31, 2014						43
Distributions to noncontrolling interest						(4)
Distributions						0
Net income						2
Balance at June 30, 2015			$ 41			$ 41
[1]	Includes Tesoro and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant to the Amended Omnibus Agreement.
[2]	Represents cash distributions declared and paid during the six months ended June 30, 2015 relating to the fourth quarter of 2014 and the first quarter of 2015.
[3]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[4]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.

Equity, Cash Distributions (Det

Equity, Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Millions		Jul. 23, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2015
Distribution Made to Member or Limited Partner
Quarterly Distribution Per Unit				$ 0.6950	$ 0.6675
Total Cash Distribution including general partner IDRs				$ 70	$ 70
Date of Distribution				May 15, 2015	Feb. 13, 2015
Unitholders Record Date				May 4, 2015	Feb. 2, 2015
Subsequent Event
Distribution Made to Member or Limited Partner
Quarterly Distribution Per Unit	[1]	$ 0.7225
Total Cash Distribution including general partner IDRs	[1]	$ 81
Date of Distribution	[1]	Aug. 14, 2015
Unitholders Record Date	[1]	Aug. 3, 2015
Declaration date		Jul. 23, 2015
Rockies Natural Gas Business Acquisition
Distribution Made to Member or Limited Partner
General partner distribution amount forfeited			$ 2.5			$ 5
Annually | Rockies Natural Gas Business Acquisition
Distribution Made to Member or Limited Partner
General partner distribution amount forfeited						$ 10
[1]	This distribution was declared on July 23, 2015 and will be paid on the date of distribution.

Segment Disclosures, Narrative

Segment Disclosures, Narrative Information (Details) - Jun. 30, 2015	miterminalssegmentsfacility
Segment Reporting Information
Number of operating segments (segments) | segments	3
Segment reporting, foreign operations	We do not have any foreign operations.
Gas Processing Complexes
Segment Reporting Information
Number of assets (assets)	2
Fractionation Facility
Segment Reporting Information
Number of assets (assets)	1
Crude oil gathering systems
Segment Reporting Information
Number of assets (assets)	1
Regulated common carrier pipeline
Segment Reporting Information
Number of assets (assets)	1
Jet fuel pipeline
Segment Reporting Information
Number of assets (assets)	1
Refined Products Pipeline
Segment Reporting Information
Number of assets (assets)	1
Crude oil and refined products terminals and storage facilities
Segment Reporting Information
Number of assets (assets) | terminals	24
Marine terminals
Segment Reporting Information
Number of assets (assets) | terminals	4
Rail car unloading facility
Segment Reporting Information
Number of assets (assets)	1
Petroleum coke handling and storage facility
Segment Reporting Information
Number of assets (assets)	1
Pipelines which transport products and crude oil
Segment Reporting Information
Number of miles (miles) | mi	130
Processing | Gas Processing Complexes
Segment Reporting Information
Number of assets (assets)	4

Segment Disclosures, Results (D

Segment Disclosures, Results (Details) - USD ($) $ in Millions		3 Months Ended			6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014
Revenues
Affiliate	[1]	$ 154	$ 117	[2]	$ 302	$ 228	[2]
Third-party		121	16	[2]	236	32	[2]
Total Revenues		275	133	[2]	538	260	[2]
OPERATING INCOME
Segment Operating Income		124	52		244	116
Unallocated general and administrative expenses		(15)	(4)		(27)	(8)
Interest and financing costs, net		(38)	(17)	[2]	(75)	(35)	[2]
Equity in earnings of unconsolidated affiliates		1	0		4	0	[2]
NET INCOME		72	31	[2]	146	73	[2],[3]
Segment Reporting Information, Additional Information
Capital Expenditures		77	48		143	74
Gathering
Revenues
Affiliate		27	25		53	48
Third-party		62	2		113	4
Total Revenues		89	27		166	52
OPERATING INCOME
Segment Operating Income		45	12		79	23
Segment Reporting Information, Additional Information
Capital Expenditures		54	33		105	51
Processing
Revenues
Affiliate		25	0		45	0
Third-party		42	0		89	0
Total Revenues		67	0		134	0
OPERATING INCOME
Segment Operating Income		24	0		48	0
Segment Reporting Information, Additional Information
Capital Expenditures		4	0		5	0
Terminalling and Transportation
Revenues
Affiliate		102	92		204	180
Third-party		17	14		34	28
Total Revenues		119	106		238	208
OPERATING INCOME
Segment Operating Income		55	40		117	93
Segment Reporting Information, Additional Information
Capital Expenditures		$ 19	$ 15		$ 33	$ 23
[1]	Tesoro accounted for 56% and 88% of our total revenues for the three and six months ended June 30, 2015 and 2014, respectively.
[2]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[3]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.

Condensed Consolidating Finan49

Condensed Consolidating Financial Information Condensed Consolidating Financial Information Narrative (Details) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Percentage ownership of subsidiary guarantors	100.00%
QEP Midstream Partners, LP
Percentage ownership of subsidiary guarantors	100.00%
5.875% Senior Note Due 2020 | QEP Midstream Partners, LP
Maturity date	Oct. 1, 2020
Senior notes	$ 470
6.125% Senior Note Due 2021 | QEP Midstream Partners, LP
Maturity date	Oct. 15, 2021
Senior notes	$ 550

Condensed Consolidating Finan50

Condensed Consolidating Financial Information Statement of Operations (Details) - USD ($)		3 Months Ended			6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014
Revenues
Affiliate	[1]	$ 154,000,000	$ 117,000,000	[2]	$ 302,000,000	$ 228,000,000	[2]
Third-party		121,000,000	16,000,000	[2]	236,000,000	32,000,000	[2]
Total Revenues		275,000,000	133,000,000	[2]	538,000,000	260,000,000	[2]
Costs and Expenses
Operating and maintenance expenses		105,000,000	63,000,000	[2]	199,000,000	115,000,000	[2]
Imbalance settlement gains and reimbursements from Tesoro	[3]	(11,000,000)	(8,000,000)	[2]	(19,000,000)	(15,000,000)	[2]
General and administrative expenses		28,000,000	13,000,000	[2]	53,000,000	23,000,000	[2]
Depreciation and amortization expenses		44,000,000	17,000,000	[2]	88,000,000	33,000,000	[2],[4]
Loss on asset disposals and impairments		0	0	[2]	0	(4,000,000)	[2]
Total Costs and Expenses		166,000,000	85,000,000	[2]	321,000,000	152,000,000	[2]
Operating Income (Loss)		109,000,000	48,000,000	[2]	217,000,000	108,000,000	[2]
Interest and financing costs, net		(38,000,000)	(17,000,000)	[2]	(75,000,000)	(35,000,000)	[2]
Equity in earnings of unconsolidated affiliates		1,000,000	0		4,000,000	0	[2]
Equity in earnings of subsidiaries		0			0
Interest income		0			0
NET INCOME		72,000,000	31,000,000	[2]	146,000,000	73,000,000	[2],[4]
Net income attributable to noncontrolling interest		(6,000,000)	0	[2]	(16,000,000)	0	[2]
Net income attributable to partners		66,000,000	34,000,000	[2]	130,000,000	77,000,000	[2]
Net Income (Loss) Attributable to Parent	[5]	66,000,000	31,000,000		130,000,000	73,000,000
Parent
Revenues
Affiliate		0			0
Third-party		0			0
Total Revenues		0			0
Costs and Expenses
Operating and maintenance expenses		0			0
Imbalance settlement gains and reimbursements from Tesoro		0			0
General and administrative expenses		6,000,000			12,000,000
Depreciation and amortization expenses		0			0
Loss on asset disposals and impairments		0			0
Total Costs and Expenses		6,000,000			12,000,000
Operating Income (Loss)		(6,000,000)			(12,000,000)
Interest and financing costs, net		(40,000,000)			(79,000,000)
Equity in earnings of unconsolidated affiliates		0			0
Equity in earnings of subsidiaries		112,000,000			221,000,000
Interest income		0			0
NET INCOME		66,000,000			130,000,000
Net income attributable to noncontrolling interest		0			0
Net income attributable to partners		66,000,000			130,000,000
Guarantor Subsidiaries
Revenues
Affiliate		142,000,000			279,000,000
Third-party		71,000,000			140,000,000
Total Revenues		213,000,000			419,000,000
Costs and Expenses
Operating and maintenance expenses		86,000,000			164,000,000
Imbalance settlement gains and reimbursements from Tesoro		(11,000,000)			(19,000,000)
General and administrative expenses		14,000,000			27,000,000
Depreciation and amortization expenses		29,000,000			58,000,000
Loss on asset disposals and impairments		0			0
Total Costs and Expenses		118,000,000			230,000,000
Operating Income (Loss)		95,000,000			189,000,000
Interest and financing costs, net		1,000,000			4,000,000
Equity in earnings of unconsolidated affiliates		0			1,000,000
Equity in earnings of subsidiaries		16,000,000			34,000,000
Interest income		2,000,000			2,000,000
NET INCOME		114,000,000			230,000,000
Net income attributable to noncontrolling interest		0			0
Net income attributable to partners		114,000,000			230,000,000
Non Wholly-owned Guarantors
Revenues
Affiliate		14,000,000			27,000,000
Third-party		49,000,000			96,000,000
Total Revenues		63,000,000			123,000,000
Costs and Expenses
Operating and maintenance expenses		27,000,000			51,000,000
Imbalance settlement gains and reimbursements from Tesoro		0			0
General and administrative expenses		8,000,000			14,000,000
Depreciation and amortization expenses		6,000,000			13,000,000
Loss on asset disposals and impairments		5,000,000			5,000,000
Total Costs and Expenses		46,000,000			83,000,000
Operating Income (Loss)		17,000,000			40,000,000
Interest and financing costs, net		(1,000,000)			(2,000,000)
Equity in earnings of unconsolidated affiliates		1,000,000			3,000,000
Equity in earnings of subsidiaries		4,000,000			7,000,000
Interest income		0			0
NET INCOME		21,000,000			48,000,000
Net income attributable to noncontrolling interest		(5,000,000)			(14,000,000)
Net income attributable to partners		16,000,000			34,000,000
Non-Guarantors
Revenues
Affiliate		7,000,000			13,000,000
Third-party		2,000,000			3,000,000
Total Revenues		9,000,000			16,000,000
Costs and Expenses
Operating and maintenance expenses		1,000,000			1,000,000
Imbalance settlement gains and reimbursements from Tesoro		0			0
General and administrative expenses		0			0
Depreciation and amortization expenses		3,000,000			6,000,000
Loss on asset disposals and impairments		0			0
Total Costs and Expenses		4,000,000			7,000,000
Operating Income (Loss)		5,000,000			9,000,000
Interest and financing costs, net		0			0
Equity in earnings of unconsolidated affiliates		0			0
Equity in earnings of subsidiaries		0			0
Interest income		0			0
NET INCOME		5,000,000			9,000,000
Net income attributable to noncontrolling interest		(1,000,000)			(2,000,000)
Net income attributable to partners		4,000,000			7,000,000
Eliminations
Revenues
Affiliate		(9,000,000)			(17,000,000)
Third-party		(1,000,000)			(3,000,000)
Total Revenues		(10,000,000)			(20,000,000)
Costs and Expenses
Operating and maintenance expenses		(9,000,000)			(17,000,000)
Imbalance settlement gains and reimbursements from Tesoro		0			0
General and administrative expenses		0			0
Depreciation and amortization expenses		6,000,000			11,000,000
Loss on asset disposals and impairments		(5,000,000)			(5,000,000)
Total Costs and Expenses		(8,000,000)			(11,000,000)
Operating Income (Loss)		(2,000,000)			(9,000,000)
Interest and financing costs, net		2,000,000			2,000,000
Equity in earnings of unconsolidated affiliates		0			0
Equity in earnings of subsidiaries		(132,000,000)			(262,000,000)
Interest income		(2,000,000)			(2,000,000)
NET INCOME		(134,000,000)			(271,000,000)
Net income attributable to noncontrolling interest		0			0
Net income attributable to partners		(134,000,000)			(271,000,000)
QEP Midstream Partners, LP
Revenues
Gathering and transportation		33,000,000	28,000,000		66,000,000	57,000,000
Condensate sales		1,000,000	2,000,000		3,000,000	4,000,000
Total Revenues		34,000,000	30,000,000		69,000,000	61,000,000
Costs and Expenses
Gathering/Processing expense		8,000,000	7,000,000		14,000,000	13,000,000
General and administrative expenses		6,000,000	5,000,000		10,000,000	10,000,000
Depreciation and amortization expenses		8,000,000	8,000,000		16,000,000	16,000,000
Loss on asset disposals and impairments		5,000,000			5,000,000
Total Costs and Expenses		27,000,000	20,000,000		45,000,000	39,000,000
Operating Income (Loss)		7,000,000	10,000,000		24,000,000	22,000,000
Equity in earnings of unconsolidated affiliates		7,000,000			13,000,000	2,000,000
Equity in earnings of subsidiaries		0	0		0	0
Interest expense		(1,000,000)			(2,000,000)	(1,000,000)
NET INCOME		13,000,000	10,000,000		35,000,000	23,000,000
Net income attributable to noncontrolling interest		(1,000,000)	(1,000,000)		(2,000,000)	(2,000,000)
Net Income (Loss) Attributable to Parent		12,000,000	9,000,000		33,000,000	21,000,000
QEP Midstream Partners, LP | Parent
Revenues
Gathering and transportation		0	0		0	0
Condensate sales		0	0		0	0
Total Revenues		0	0		0	0
Costs and Expenses
Gathering/Processing expense		0	0		0	0
General and administrative expenses		5,000,000	6,000,000		9,000,000	10,000,000
Depreciation and amortization expenses		0	0		0	0
Loss on asset disposals and impairments		0			0
Total Costs and Expenses		5,000,000	6,000,000		9,000,000	10,000,000
Operating Income (Loss)		(5,000,000)	(6,000,000)		(9,000,000)	(10,000,000)
Equity in earnings of unconsolidated affiliates		0			0	0
Equity in earnings of subsidiaries		18,000,000	15,000,000		44,000,000	31,000,000
Interest expense		(1,000,000)			(2,000,000)	0
NET INCOME		12,000,000	9,000,000		33,000,000	21,000,000
Net income attributable to noncontrolling interest		0	0		0	0
Net Income (Loss) Attributable to Parent		12,000,000	9,000,000		33,000,000	21,000,000
QEP Midstream Partners, LP | Guarantor Subsidiaries
Revenues
Gathering and transportation		31,000,000	27,000,000		63,000,000	55,000,000
Condensate sales		1,000,000	2,000,000		3,000,000	4,000,000
Total Revenues		32,000,000	29,000,000		66,000,000	59,000,000
Costs and Expenses
Gathering/Processing expense		14,000,000	13,000,000		26,000,000	25,000,000
General and administrative expenses		1,000,000	(1,000,000)		1,000,000	0
Depreciation and amortization expenses		5,000,000	5,000,000		10,000,000	10,000,000
Loss on asset disposals and impairments		5,000,000			5,000,000
Total Costs and Expenses		25,000,000	17,000,000		42,000,000	35,000,000
Operating Income (Loss)		7,000,000	12,000,000		24,000,000	24,000,000
Equity in earnings of unconsolidated affiliates		7,000,000			13,000,000	2,000,000
Equity in earnings of subsidiaries		4,000,000	3,000,000		7,000,000	6,000,000
Interest expense		0			0	(1,000,000)
NET INCOME		18,000,000	15,000,000		44,000,000	31,000,000
Net income attributable to noncontrolling interest		0	0		0	0
Net Income (Loss) Attributable to Parent		18,000,000	15,000,000		44,000,000	31,000,000
QEP Midstream Partners, LP | Non-Guarantors
Revenues
Gathering and transportation		2,000,000	7,000,000		3,000,000	14,000,000
Condensate sales		7,000,000	0		13,000,000	0
Total Revenues		9,000,000	7,000,000		16,000,000	14,000,000
Costs and Expenses
Gathering/Processing expense		1,000,000	0		1,000,000	0
General and administrative expenses		0	0		0	0
Depreciation and amortization expenses		3,000,000	3,000,000		6,000,000	6,000,000
Loss on asset disposals and impairments		0			0
Total Costs and Expenses		4,000,000	3,000,000		7,000,000	6,000,000
Operating Income (Loss)		5,000,000	4,000,000		9,000,000	8,000,000
Equity in earnings of unconsolidated affiliates		0			0	0
Equity in earnings of subsidiaries		0	0		0	0
Interest expense		0			0	0
NET INCOME		5,000,000	4,000,000		9,000,000	8,000,000
Net income attributable to noncontrolling interest		(1,000,000)	(1,000,000)		(2,000,000)	(2,000,000)
Net Income (Loss) Attributable to Parent		4,000,000	3,000,000		7,000,000	6,000,000
QEP Midstream Partners, LP | Eliminations
Revenues
Gathering and transportation		0	(6,000,000)		0	(12,000,000)
Condensate sales		(7,000,000)	0		(13,000,000)	0
Total Revenues		(7,000,000)	(6,000,000)		(13,000,000)	(12,000,000)
Costs and Expenses
Gathering/Processing expense		(7,000,000)	(6,000,000)		(13,000,000)	(12,000,000)
General and administrative expenses		0	0		0	0
Depreciation and amortization expenses		0	0		0	0
Loss on asset disposals and impairments		0			0
Total Costs and Expenses		(7,000,000)	(6,000,000)		(13,000,000)	(12,000,000)
Operating Income (Loss)		0	0		0	0
Equity in earnings of unconsolidated affiliates		0			0	0
Equity in earnings of subsidiaries		(22,000,000)	(18,000,000)		(51,000,000)	(37,000,000)
Interest expense		0			0	0
NET INCOME		(22,000,000)	(18,000,000)		(51,000,000)	(37,000,000)
Net income attributable to noncontrolling interest		0	0		0	0
Net Income (Loss) Attributable to Parent		$ (22,000,000)	$ (18,000,000)		$ (51,000,000)	$ (37,000,000)
[1]	Tesoro accounted for 56% and 88% of our total revenues for the three and six months ended June 30, 2015 and 2014, respectively.
[2]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[3]	Includes imbalance settlement gains of $2 million and $3 million for the three months ended June 30, 2015 and 2014, respectively, and $4 million and $5 million for the six months ended June 30, 2015 and 2014, respectively. Also includes reimbursements from Tesoro pursuant to the Amended Omnibus Agreement of $9 million and $5 million for the three months ended June 30, 2015 and 2014, respectively, and $15 million and $10 million for the six months ended June 30, 2015 and 2014, respectively.
[4]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[5]	In April 2015, the FASB issued ASU 2015-06 concerning historical earnings per unit for master limited partnership drop down transactions. We have revised the historical allocation of general partner earnings to include the Predecessor losses TLLP incurred of $3 million and $4 million during the three and six months ended June 30, 2014, respectively. See Note 1 for additional information on the new guidance.

Condensed Consolidating Finan51

Condensed Consolidating Financial Information Balance Sheet (Details) - USD ($) $ in Millions		Jun. 30, 2015	Dec. 31, 2014		Jun. 30, 2014		Dec. 31, 2013
Current Assets
Cash and cash equivalents		$ 13	$ 19	[1]	$ 1	[2]	$ 23	[2]
Receivables, net
Trade		117	122	[1]
Affiliate		85	69	[1]
Other		0	18	[1]
Prepayments and other		11	7	[1]
Total Current Assets		226	235	[1]
Net property, plant and equipment		3,375	3,306	[1]
Acquired intangibles, net		959	973	[1]
Goodwill		162	164	[1]
Investment in Unconsolidated Affiliates		56	57	[1]
Investments in subsidiaries		0	0	[1]
Long-term intercompany receivable		0	0	[1]
Other Noncurrent Assets		31	30	[1]
Total Assets		4,809	4,765	[1]
Accounts payable
Trade		79	126	[1]
Affiliate		55	53	[1]
Accrued interest and financing costs		30	28	[1]
Other current liabilities		66	79	[1]
Total Current Liabilities		230	286	[1]
Long-term intercompany payable		0	0	[1]
Other noncurrent liabilities		54	45	[1]
Debt, net of unamortized issuance costs		2,586	2,544	[1]
Equity		1,506	1,455	[1]
Equity - Noncontrolling interest		433	435	[1]
Total Equity		1,939	1,890
Total Liabilities and Equity		4,809	4,765	[1]
Parent
Current Assets
Cash and cash equivalents		0	0	[1]
Receivables, net
Trade		0	0	[1]
Affiliate		3	3	[1]
Other	[1]		0
Prepayments and other		8	3	[1]
Total Current Assets		11	6	[1]
Net property, plant and equipment		0	1	[1]
Acquired intangibles, net		0	0	[1]
Goodwill		0	0	[1]
Investment in Unconsolidated Affiliates		0	0	[1]
Investments in subsidiaries		4,574	4,348	[1]
Long-term intercompany receivable		0	0	[1]
Other Noncurrent Assets		1	0	[1]
Total Assets		4,586	4,355	[1]
Accounts payable
Trade		3	6	[1]
Affiliate		1	2	[1]
Accrued interest and financing costs		30	28	[1]
Other current liabilities		22	21	[1]
Total Current Liabilities		56	57	[1]
Long-term intercompany payable		446	307	[1]
Other noncurrent liabilities		0	0	[1]
Debt, net of unamortized issuance costs		2,578	2,536	[1]
Equity		1,506	1,455	[1]
Equity - Noncontrolling interest		0	0	[1]
Total Liabilities and Equity		4,586	4,355	[1]
Guarantor Subsidiaries
Current Assets
Cash and cash equivalents		2	(2)	[1]
Receivables, net
Trade		87	93	[1]
Affiliate		77	59	[1]
Other	[1]		18
Prepayments and other		4	4	[1]
Total Current Assets		170	172	[1]
Net property, plant and equipment		2,161	2,073	[1]
Acquired intangibles, net		581	590	[1]
Goodwill		68	48	[1]
Investment in Unconsolidated Affiliates		18	18	[1]
Investments in subsidiaries		1,330	1,325	[1]
Long-term intercompany receivable		627	516	[1]
Other Noncurrent Assets		30	30	[1]
Total Assets		4,985	4,772	[1]
Accounts payable
Trade		68	102	[1]
Affiliate		62	45	[1]
Accrued interest and financing costs		0	0	[1]
Other current liabilities		40	56	[1]
Total Current Liabilities		170	203	[1]
Long-term intercompany payable		0	0	[1]
Other noncurrent liabilities		35	25	[1]
Debt, net of unamortized issuance costs		8	8	[1]
Equity		4,772	4,536	[1]
Equity - Noncontrolling interest		0	0	[1]
Total Liabilities and Equity		4,985	4,772	[1]
Non Wholly-owned Guarantors
Current Assets
Cash and cash equivalents		8	19	[1]
Receivables, net
Trade		29	28	[1]
Affiliate		18	7	[1]
Other	[1]		0
Prepayments and other		1	0	[1]
Total Current Assets		56	54	[1]
Net property, plant and equipment		554	566	[1]
Acquired intangibles, net		0	0	[1]
Goodwill		0	0	[1]
Investment in Unconsolidated Affiliates		24	25	[1]
Investments in subsidiaries		145	152	[1]
Long-term intercompany receivable		1	0	[1]
Other Noncurrent Assets		0	0	[1]
Total Assets		780	797	[1]
Accounts payable
Trade		8	18	[1]
Affiliate		7	6	[1]
Accrued interest and financing costs		0	0	[1]
Other current liabilities		6	4	[1]
Total Current Liabilities		21	28	[1]
Long-term intercompany payable		203	214	[1]
Other noncurrent liabilities		27	29	[1]
Debt, net of unamortized issuance costs		0	0	[1]
Equity		500	497	[1]
Equity - Noncontrolling interest		29	29	[1]
Total Liabilities and Equity		780	797	[1]
Non-Guarantors
Current Assets
Cash and cash equivalents		3	2	[1]
Receivables, net
Trade		1	1	[1]
Affiliate		2	0	[1]
Other	[1]		0
Prepayments and other		0	0	[1]
Total Current Assets		6	3	[1]
Net property, plant and equipment		183	188	[1]
Acquired intangibles, net		0	0	[1]
Goodwill		0	0	[1]
Investment in Unconsolidated Affiliates		0	0	[1]
Investments in subsidiaries		0	0	[1]
Long-term intercompany receivable		0	5	[1]
Other Noncurrent Assets		0	0	[1]
Total Assets		189	196	[1]
Accounts payable
Trade		0	0	[1]
Affiliate		0	0	[1]
Accrued interest and financing costs		0	0	[1]
Other current liabilities		0	0	[1]
Total Current Liabilities		0	0	[1]
Long-term intercompany payable		2	0	[1]
Other noncurrent liabilities		1	1	[1]
Debt, net of unamortized issuance costs		0	0	[1]
Equity		145	152	[1]
Equity - Noncontrolling interest		41	43	[1]
Total Liabilities and Equity		189	196	[1]
Eliminations
Current Assets
Cash and cash equivalents		0	0	[1]
Receivables, net
Trade		0	0	[1]
Affiliate		(15)	0	[1]
Other	[1]		0
Prepayments and other		(2)	0	[1]
Total Current Assets		(17)	0	[1]
Net property, plant and equipment		477	478	[1]
Acquired intangibles, net		378	383	[1]
Goodwill		94	116	[1]
Investment in Unconsolidated Affiliates		14	14	[1]
Investments in subsidiaries		(6,049)	(5,825)	[1]
Long-term intercompany receivable		(628)	(521)	[1]
Other Noncurrent Assets		0	0	[1]
Total Assets		(5,731)	(5,355)	[1]
Accounts payable
Trade		0	0	[1]
Affiliate		(15)	0	[1]
Accrued interest and financing costs		0	0	[1]
Other current liabilities		(2)	(2)	[1]
Total Current Liabilities		(17)	(2)	[1]
Long-term intercompany payable		(651)	(521)	[1]
Other noncurrent liabilities		(9)	(10)	[1]
Debt, net of unamortized issuance costs		0	0	[1]
Equity		(5,417)	(5,185)	[1]
Equity - Noncontrolling interest		363	363	[1]
Total Liabilities and Equity		(5,731)	(5,355)	[1]
QEP Midstream Partners, LP
Current Assets
Cash and cash equivalents		6	15		17		19
Receivables, net
Trade		22	20
Affiliate		16	2
Total Current Assets		44	37
Net property, plant and equipment		459	476
Long-term Receivables from Affiliates		0	0
Investment in Unconsolidated Affiliates		138	136
Investments in subsidiaries		0	0
Total Assets		641	649
Accounts payable
Trade		5	12
Affiliate		9	1
Other current liabilities		4	2
Total Current Liabilities		18	15
Affiliate Long-Term Debt		203	210
Long-Term Payables to Affiliates		0	0
Other noncurrent liabilities		24	25
Total Long-Term Liabilities		227	235
Equity		355	356
Equity - Noncontrolling interest		41	43
Total Equity		396	399
Total Liabilities and Equity		641	649
QEP Midstream Partners, LP | Parent
Current Assets
Cash and cash equivalents		3	0		0		0
Receivables, net
Trade		0	0
Affiliate		0	0
Total Current Assets		3	0
Net property, plant and equipment		0	0
Long-term Receivables from Affiliates		157	210
Investment in Unconsolidated Affiliates		0	0
Investments in subsidiaries		399	358
Total Assets		559	568
Accounts payable
Trade		0	0
Affiliate		0	1
Other current liabilities		1	1
Total Current Liabilities		1	2
Affiliate Long-Term Debt		203	210
Long-Term Payables to Affiliates		0	0
Other noncurrent liabilities		0	0
Total Long-Term Liabilities		203	210
Equity		355	356
Equity - Noncontrolling interest		0	0
Total Equity		355	356
Total Liabilities and Equity		559	568
QEP Midstream Partners, LP | Guarantor Subsidiaries
Current Assets
Cash and cash equivalents		0	13		14		16
Receivables, net
Trade		21	18
Affiliate		16	2
Total Current Assets		37	33
Net property, plant and equipment		276	288
Long-term Receivables from Affiliates		0	0
Investment in Unconsolidated Affiliates		138	136
Investments in subsidiaries		145	152
Total Assets		596	609
Accounts payable
Trade		5	12
Affiliate		11	0
Other current liabilities		3	1
Total Current Liabilities		19	13
Affiliate Long-Term Debt		0	0
Long-Term Payables to Affiliates		155	214
Other noncurrent liabilities		23	24
Total Long-Term Liabilities		178	238
Equity		399	358
Equity - Noncontrolling interest		0	0
Total Equity		399	358
Total Liabilities and Equity		596	609
QEP Midstream Partners, LP | Non-Guarantors
Current Assets
Cash and cash equivalents		3	2		3		3
Receivables, net
Trade		1	2
Affiliate		2	0
Total Current Assets		6	4
Net property, plant and equipment		183	188
Long-term Receivables from Affiliates		0	4
Investment in Unconsolidated Affiliates		0	0
Investments in subsidiaries		0	0
Total Assets		189	196
Accounts payable
Trade		0	0
Affiliate		0	0
Other current liabilities		0	0
Total Current Liabilities		0	0
Affiliate Long-Term Debt		0	0
Long-Term Payables to Affiliates		2	0
Other noncurrent liabilities		1	1
Total Long-Term Liabilities		3	1
Equity		145	152
Equity - Noncontrolling interest		41	43
Total Equity		186	195
Total Liabilities and Equity		189	196
QEP Midstream Partners, LP | Eliminations
Current Assets
Cash and cash equivalents		0	0		$ 0		$ 0
Receivables, net
Trade		0	0
Affiliate		(2)	0
Total Current Assets		(2)	0
Net property, plant and equipment		0	0
Long-term Receivables from Affiliates		(157)	(214)
Investment in Unconsolidated Affiliates		0	0
Investments in subsidiaries		(544)	(510)
Total Assets		(703)	(724)
Accounts payable
Trade		0	0
Affiliate		(2)	0
Other current liabilities		0	0
Total Current Liabilities		(2)	0
Affiliate Long-Term Debt		0	0
Long-Term Payables to Affiliates		(157)	(214)
Other noncurrent liabilities		0	0
Total Long-Term Liabilities		(157)	(214)
Equity		(544)	(510)
Equity - Noncontrolling interest		0	0
Total Equity		(544)	(510)
Total Liabilities and Equity		$ (703)	$ (724)
[1]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.
[2]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.

Condensed Consolidating Finan52

Condensed Consolidating Financial Information Statement of Cash Flows (Details) - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2015		Jun. 30, 2014
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		$ 222		$ 86	[1]
Cash Flows from (used in) Investing Activities
Capital expenditures		(160)		(64)	[1]
Acquisitions		(6)		0	[1]
Investment in subsidiaries		0
Net cash used in investing activities		(166)		(54)	[1]
Cash Flows from (used in) Financing Activities
Proceeds from issuance of common units, net of issuance costs		45
Quarterly distributions to unitholders		(110)
Quarterly distributions to general partner		(30)		(12)	[1]
Distributions to subsidiaries		0
Distributions to noncontrolling interest		(18)		0	[1]
Borrowings under revolving credit agreement		262		255	[1]
Repayments under revolving credit agreement		(223)		(28)	[1]
Contributions		0
Intercompany borrowings (payments)		0
Capital contributions by affiliate		12
Net cash used in financing activities		(62)		(54)	[1]
Increase (Decrease) in Cash and Cash Equivalents		(6)		(22)	[1]
Cash and Cash Equivalents, Beginning of Period		19	[2]	23	[1]
Cash and Cash Equivalents, End of Period		13		1	[1]
Parent
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		(93)
Cash Flows from (used in) Investing Activities
Capital expenditures		0
Acquisitions		0
Investment in subsidiaries		(6)
Net cash used in investing activities		(6)
Cash Flows from (used in) Financing Activities
Proceeds from issuance of common units, net of issuance costs		45
Quarterly distributions to unitholders		(110)
Quarterly distributions to general partner		(30)
Distributions to subsidiaries		0
Distributions to noncontrolling interest		0
Borrowings under revolving credit agreement		262
Repayments under revolving credit agreement		(223)
Contributions		0
Intercompany borrowings (payments)		143
Capital contributions by affiliate		12
Net cash used in financing activities		99
Increase (Decrease) in Cash and Cash Equivalents		0
Cash and Cash Equivalents, Beginning of Period	[2]	0
Cash and Cash Equivalents, End of Period		0
Guarantor Subsidiaries
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		297
Cash Flows from (used in) Investing Activities
Capital expenditures		(152)
Acquisitions		(6)
Investment in subsidiaries		(5)
Net cash used in investing activities		(163)
Cash Flows from (used in) Financing Activities
Proceeds from issuance of common units, net of issuance costs		0
Quarterly distributions to unitholders		0
Quarterly distributions to general partner		0
Distributions to subsidiaries		0
Distributions to noncontrolling interest		0
Borrowings under revolving credit agreement		(29)
Repayments under revolving credit agreement		36
Contributions		6
Intercompany borrowings (payments)		(143)
Capital contributions by affiliate		0
Net cash used in financing activities		(130)
Increase (Decrease) in Cash and Cash Equivalents		4
Cash and Cash Equivalents, Beginning of Period	[2]	(2)
Cash and Cash Equivalents, End of Period		2
Non Wholly-owned Guarantors
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		54
Cash Flows from (used in) Investing Activities
Capital expenditures		(8)
Acquisitions		0
Investment in subsidiaries		0
Net cash used in investing activities		(8)
Cash Flows from (used in) Financing Activities
Proceeds from issuance of common units, net of issuance costs		0
Quarterly distributions to unitholders		(19)
Quarterly distributions to general partner		(1)
Distributions to subsidiaries		(15)
Distributions to noncontrolling interest		(14)
Borrowings under revolving credit agreement		29
Repayments under revolving credit agreement		(36)
Contributions		5
Intercompany borrowings (payments)		(6)
Capital contributions by affiliate		0
Net cash used in financing activities		(57)
Increase (Decrease) in Cash and Cash Equivalents		(11)
Cash and Cash Equivalents, Beginning of Period	[2]	19
Cash and Cash Equivalents, End of Period		8
Non-Guarantors
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		13
Cash Flows from (used in) Investing Activities
Capital expenditures		0
Acquisitions		0
Investment in subsidiaries		0
Net cash used in investing activities		0
Cash Flows from (used in) Financing Activities
Proceeds from issuance of common units, net of issuance costs		0
Quarterly distributions to unitholders		0
Quarterly distributions to general partner		(14)
Distributions to subsidiaries		0
Distributions to noncontrolling interest		(4)
Borrowings under revolving credit agreement		0
Repayments under revolving credit agreement		0
Contributions		0
Intercompany borrowings (payments)		6
Capital contributions by affiliate		0
Net cash used in financing activities		(12)
Increase (Decrease) in Cash and Cash Equivalents		1
Cash and Cash Equivalents, Beginning of Period	[2]	2
Cash and Cash Equivalents, End of Period		3
Eliminations
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		(49)
Cash Flows from (used in) Investing Activities
Capital expenditures		0
Acquisitions		0
Investment in subsidiaries		11
Net cash used in investing activities		11
Cash Flows from (used in) Financing Activities
Proceeds from issuance of common units, net of issuance costs		0
Quarterly distributions to unitholders		19
Quarterly distributions to general partner		15
Distributions to subsidiaries		15
Distributions to noncontrolling interest		0
Borrowings under revolving credit agreement		0
Repayments under revolving credit agreement		0
Contributions		(11)
Intercompany borrowings (payments)		0
Capital contributions by affiliate		0
Net cash used in financing activities		38
Increase (Decrease) in Cash and Cash Equivalents		0
Cash and Cash Equivalents, Beginning of Period	[2]	0
Cash and Cash Equivalents, End of Period		0
QEP Midstream Partners, LP
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		43		40
Cash Flows from (used in) Investing Activities
Capital expenditures		(4)		(11)
Contributions to unconsolidated affiliates		(3)
Net cash used in investing activities		(7)		(11)
Cash Flows from (used in) Financing Activities
Borrowings under affiliate credit agreement		29
Repayments under affiliate credit agreement		(36)
Contributions from (distributions to) parent, net				1
Quarterly distributions to unitholders		(34)		(29)
Distributions to subsidiaries		0
Distributions to noncontrolling interest		(4)		(3)
Intercompany borrowings (payments)		0
Net cash used in financing activities		(45)		(31)
Increase (Decrease) in Cash and Cash Equivalents		(9)		(2)
Cash and Cash Equivalents, Beginning of Period		15		19
Cash and Cash Equivalents, End of Period		6		17
QEP Midstream Partners, LP | Parent
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		(9)		28
Cash Flows from (used in) Investing Activities
Capital expenditures		0		0
Contributions to unconsolidated affiliates		0
Net cash used in investing activities		0		0
Cash Flows from (used in) Financing Activities
Borrowings under affiliate credit agreement		29
Repayments under affiliate credit agreement		(36)
Contributions from (distributions to) parent, net				1
Quarterly distributions to unitholders		(34)		(29)
Distributions to subsidiaries		0
Distributions to noncontrolling interest		0		0
Intercompany borrowings (payments)		53
Net cash used in financing activities		12		(28)
Increase (Decrease) in Cash and Cash Equivalents		3		0
Cash and Cash Equivalents, Beginning of Period		0		0
Cash and Cash Equivalents, End of Period		3		0
QEP Midstream Partners, LP | Guarantor Subsidiaries
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		53		33
Cash Flows from (used in) Investing Activities
Capital expenditures		(4)		(11)
Contributions to unconsolidated affiliates		(3)
Net cash used in investing activities		(7)		(11)
Cash Flows from (used in) Financing Activities
Borrowings under affiliate credit agreement		0
Repayments under affiliate credit agreement		0
Contributions from (distributions to) parent, net				(24)
Quarterly distributions to unitholders		0		0
Distributions to subsidiaries		0
Distributions to noncontrolling interest		0		0
Intercompany borrowings (payments)		(59)
Net cash used in financing activities		(59)		(24)
Increase (Decrease) in Cash and Cash Equivalents		(13)		(2)
Cash and Cash Equivalents, Beginning of Period		13		16
Cash and Cash Equivalents, End of Period		0		14
QEP Midstream Partners, LP | Non-Guarantors
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		13		14
Cash Flows from (used in) Investing Activities
Capital expenditures		0		0
Contributions to unconsolidated affiliates		0
Net cash used in investing activities		0		0
Cash Flows from (used in) Financing Activities
Borrowings under affiliate credit agreement		0
Repayments under affiliate credit agreement		0
Contributions from (distributions to) parent, net				(11)
Quarterly distributions to unitholders		0		0
Distributions to subsidiaries		(14)
Distributions to noncontrolling interest		(4)		(3)
Intercompany borrowings (payments)		6
Net cash used in financing activities		(12)		(14)
Increase (Decrease) in Cash and Cash Equivalents		1		0
Cash and Cash Equivalents, Beginning of Period		2		3
Cash and Cash Equivalents, End of Period		3		3
QEP Midstream Partners, LP | Eliminations
Cash Flows from (used in) Operating Activities
Net cash from (used in) operating activities		(14)		(35)
Cash Flows from (used in) Investing Activities
Capital expenditures		0		0
Contributions to unconsolidated affiliates		0
Net cash used in investing activities		0		0
Cash Flows from (used in) Financing Activities
Borrowings under affiliate credit agreement		0
Repayments under affiliate credit agreement		0
Contributions from (distributions to) parent, net				35
Quarterly distributions to unitholders		0		0
Distributions to subsidiaries		14
Distributions to noncontrolling interest		0		0
Intercompany borrowings (payments)		0
Net cash used in financing activities		14		35
Increase (Decrease) in Cash and Cash Equivalents		0		0
Cash and Cash Equivalents, Beginning of Period		0		0
Cash and Cash Equivalents, End of Period		$ 0		$ 0
[1]	Adjusted to include the historical results of the West Coast Logistics Assets. See Notes 1 and 2 for further discussion.
[2]	Presentation of the condensed consolidating balance sheet as of December 31, 2014 has been adjusted to conform to the current period presentation.