Andeavor Logistics (ANDX) 10-Q 9 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 04, 2017
Entity Registrant Name	TESORO LOGISTICS LP
Entity Central Index Key	1,507,615
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
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
Limited Partners' Capital Account, Units Issued		108,002,273
General Partner
Limited Partners' Capital Account, Units Issued		2,202,880

Condensed Statements of Combine

Condensed Statements of Combined Consolidated Operations (Unaudited) - USD ($) shares in Millions, $ in Millions		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Revenues
Affiliate	[1]	$ 203	$ 169
Third-party		217	131
Total Revenues		420	300
Costs and Expenses
Cost of Sales		59	0
Operating expenses		126	110
General and administrative expenses		27	24
Depreciation and amortization expenses		58	46
Loss on asset disposals and impairments		0	1
Operating Income		150	119
Interest and financing costs, net		(60)	(44)
Equity in earnings of equity method investments		2	4
Other income, net		0	6
Net Earnings		92	85
Loss attributable to Predecessors		0	7
Net Earnings Attributable to Partners		92	92
General partner’s interest in net earnings, including incentive distribution rights		(37)	(32)
Limited Partners’ Interest in Net Earnings		$ 55	$ 60
Net Earnings per Limited Partner Unit
Common - basic		$ 0.51	$ 0.64
Common - diluted		$ 0.51	$ 0.64
Weighted Average Limited Partner Units Outstanding
Common units - basic		104.8	93.6
Common units - diluted		104.9	93.6
Cash Distributions Paid Per Unit		$ 0.91	$ 0.78
[1]	Tesoro accounted for 48% and 56% of our total revenues for the three months ended March 31, 2017 and 2016, respectively.

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 35	$ 688
Receivables, net of allowance for doubtful accounts
Trade	136	129
Affiliate	99	101
Prepayments and other current assets	23	20
Total Current Assets	293	938
Property, Plant and Equipment, Net	3,986	3,444
Acquired Intangibles, Net	1,090	947
Goodwill	123	117
Equity Method Investments	332	337
Other Noncurrent Assets, Net	49	77
Total Assets	5,873	5,860
Accounts payable
Trade	71	69
Affiliate	38	56
Accrued interest and financing costs	97	42
Other current liabilities	36	45
Total Current Liabilities	242	212
Debt, Net of Unamortized Issuance Costs	3,765	4,053
Other Noncurrent Liabilities	61	53
Total Liabilities	4,068	4,318
Equity
Common unitholders; 108,002,273 units issued and outstanding (102,981,495 in 2016)	1,869	1,608
General partner; 2,202,880 units issued and outstanding (2,100,900 in 2016)	(64)	(66)
Total Equity	1,805	1,542
Total Liabilities and Equity	$ 5,873	$ 5,860

Condensed Consolidated Balance4

Condensed Consolidated Balance Sheets (Unaudited), (Parenthetical) - shares	Mar. 31, 2017	Feb. 27, 2017	Dec. 31, 2016
Common units issued (units)	108,002,273	5,000,000	102,981,495
Equity
General Partners' Capital Account, Units Issued	2,202,880	101,980	2,100,900

Condensed Statements of Consoli

Condensed Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows From (Used In) Operating Activities:
Net earnings	$ 92	$ 85
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation and amortization expenses	58	46
Other non-cash operating activities	8	14
Changes in current assets and liabilities	54	14
Changes in noncurrent assets and liabilities	(5)	(3)
Net cash from operating activities	207	156
Cash Flows Used In Investing Activities:
Capital expenditures	(49)	(88)
Acquisitions	(672)	0
Other investing activities	0	(4)
Net cash used in investing activities	(721)	(92)
Cash Flows From (Used In) Financing Activities:
Borrowings under revolving credit agreements	44	297
Repayments under revolving credit agreements	(334)	(67)
Repayment of term loan facility	0	(250)
Proceeds from issuance of common units, net of issuance costs	281	5
Proceeds from issuance of general partner units, net of issuance costs	6	0
Quarterly distributions to common unitholders	(94)	(73)
Quarterly distributions to general partner	(46)	(25)
Distributions in connection with acquisitions	(5)	0
Financing costs	0	(8)
Sponsor contributions of equity to the Predecessors	0	39
Capital contributions by affiliate	9	6
Net cash used in financing activities	(139)	(76)
Decrease in Cash and Cash Equivalents	(653)	(12)
Cash and Cash Equivalents, Beginning of Period	688	16
Cash and Cash Equivalents, End of Period	$ 35	$ 4

Organization and Basis of Prese

Organization and Basis of Presentation (Notes)	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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. 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. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION Acquired assets from Tesoro, and the associated liabilities and results of operations, are collectively referred to as the “Predecessors.” See Note 1 of our Annual Report on Form 10-K for the year ended December 31, 2016 for additional information regarding the acquired assets from Tesoro. The accompanying condensed consolidated financial statements and related notes present the financial position, combined results of operations and combined cash flows of our Predecessors at historical cost. The financial statements of our Predecessors 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 Predecessors had been operated as an unaffiliated entity. Our Predecessors did not record revenue for transactions with Tesoro and the expenses recognized were not material in the Terminalling and Transportation segment. The interim condensed 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. We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). However, certain information and notes normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. Management believes that the disclosures presented herein are adequate to present the information fairly. The accompanying interim condensed consolidated financial statements and notes should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2016 . We are required under U.S. GAAP 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 Predecessors, for any interim period are not necessarily indicative of results for the full year. Certain reclassifications have been made to prior period presentations to conform to the current year. See Note 8 for further discussion of reclassifications. FINANCIAL INSTRUMENTS Financial instruments including cash and cash equivalents, receivables, accounts payable and accrued liabilities are recorded at their carrying value. We believe the carrying value of these financial instruments approximates fair value. Our fair value assessment incorporates a variety of considerations, including: • the short term duration of the instruments (less than one percent for both our trade payables and our third-party 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 evaluation of our third-party receivables with a short-term duration excludes amounts that are greater than 90 days related to the XTO Energy Inc.’s (“XTO”) legal dispute with QEP Field Services, LLC (“QEPFS”). See further discussion regarding the XTO litigation in Note 6. 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 secured revolving credit facility (the “Revolving Credit Facility”) and our secured dropdown credit facility (“Dropdown Credit Facility”), which include a variable interest rate, approximate fair value. The carrying value and fair value of our debt were approximately $3.8 billion and $4.0 billion as of March 31, 2017 , respectively, and were approximately $4.1 billion and $4.3 billion at December 31, 2016 , respectively. These carrying and fair values of our debt do not consider the unamortized issuance costs, which are netted against 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”), and has since amended the standard with ASU 2015-14, “Revenue From Contracts with Customers: Deferral of the Effective Date,” ASU 2016-08, ”Revenue From Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU 2016-10, “Revenue From Contracts with Customers: Identifying Performance Obligations and Licensing,” and ASU 2016-12, “Revenue From Contracts with Customers: Narrow-Scope Improvements and Practical Expedients.” These standards replace existing revenue recognition rules with a single comprehensive model to use in accounting for revenue arising from contracts with customers. We are required to adopt ASU 2014-09 on January 1, 2018. We preliminarily expect to transition to the new standard under the modified retrospective transition method, whereby a cumulative effect adjustment is recognized upon adoption and the guidance is applied prospectively. We are progressing through our implementation plan and continue to evaluate the impact of the standard’s revenue recognition model on our contracts with customers in the gathering and processing and terminalling and transportation segments along with our business processes, accounting systems, controls and financial statement disclosures. While we have made substantial progress in our review and documentation of the impact of the standard on our revenue agreements, we continue to assess the impact in certain other areas where industry consensus continues to be formed such as agreements with terms that include non-cash consideration, contributions in aid of construction, tiered pricing structures and other unique considerations. At this time, we are unable to estimate the full impact of the standard until the industry reaches a consensus on certain industry specific issues. However, we do expect some impact on presentation and disclosures in our financial statements. LEASES. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either a finance lease or operating lease with the classification affecting the pattern of expense recognition in the income statement and presentation of cash flows in the statement of cash flows. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and modified retrospective application is required, however, we do not intend to early adopt the standard. While it is early in our assessment of the impacts from this standard, we expect the recognition of right-of-use assets and lease liabilities not currently reflected in our balance sheet could have a material impact on total assets and liabilities. Additionally, we expect the presentation changes required for amounts currently reflected in our statement of operations to impact certain financial statement line items. We cannot estimate the impact on our business processes, accounting systems, controls and financial statement disclosures due to the implementation of this standard given the preliminary stage of our assessment. CREDIT LOSSES. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which amends guidance on the impairment of financial instruments. The ASU estimates credit losses based on expected losses and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. While we are still evaluating the impact of ASU 2016-13, we do not expect the adoption of this standard to have a material impact on our financial statements. DEFINITION OF A BUSINESS. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”), which revises the definition of a business and assists in the evaluation of when a set of transferred assets and activities is a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017, and should be applied prospectively on or after the effective date. Early adoption is permitted under certain circumstances. At this time, we are evaluating the potential impact of this standard on our financial statements and whether we will early adopt this standard in 2017. GOODWILL. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which eliminates the second step from the goodwill impairment test that required goodwill impairments to be measured at the amount the carrying amount of goodwill exceeded the implied fair value of reporting unit goodwill. Instead, an entity can perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount with any impairment being limited to the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied on a prospective basis. As permitted under ASU 2017-04, we have elected to early adopt this standard for our 2017 goodwill impairment tests to be performed as of November 1, 2017. The adoption of this standard is not expected to have a material impact on our financial statements. PENSION AND POSTRETIREMENT COSTS. In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which requires the current service-cost component of net benefit costs to be presented similarly with other current compensation costs for related employees on the condensed statement of consolidated operations and stipulates that only the service cost component of net benefit cost is eligible for capitalization. Additionally, the Partnership will present other components of net benefit costs elsewhere on the condensed statement of consolidated operations since these costs are allocated to the Partnership’s financial statements by Tesoro. ASU 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted in the first quarter of 2017 only. The amendments to the presentation of the condensed statement of consolidated operations in this update should be applied retrospectively while the change in capitalized benefit cost is to be applied prospectively. We have evaluated the impact of this standard on our financial statements and determined there will be no impact to net earnings, but it is expected to have an immaterial impact on other line items such as operating income. We have elected not to early adopt and will implement when the standard becomes effective.

Acquisition Acquisition (Notes)

Acquisition Acquisition (Notes)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of Business Acquisitions, by Acquisition [Table Text Block]	ACQUISITION NORTH DAKOTA GATHERING AND PROCESSING ASSETS On January 1, 2017 , the Partnership acquired crude oil, natural gas and produced water gathering systems and two natural gas processing facilities from Whiting Oil and Gas Corporation, GBK Investments, LLC and WBI Energy Midstream, LLC (“North Dakota Gathering and Processing Assets”) for total consideration of approximately $705 million , including payments for working capital amounts, funded with cash on-hand, which included the borrowings under our Revolving Credit Facility. The North Dakota Gathering and Processing Assets include crude oil, natural gas, and produced water gathering pipelines, natural gas processing and fractionation capacity in the Sanish and Pronghorn fields of the Williston Basin in North Dakota. With this acquisition, we expanded the assets in our Gathering and Processing segment located in the Williston Basin area of North Dakota to further grow our integrated, full-service logistics capabilities in support of third-party demand for crude oil, natural gas and water gathering services as well as natural gas processing services. In addition, this extends our capacity and capabilities by adding new origin and destination points for our common carrier pipelines in North Dakota and extends our crude oil, natural gas and water gathering and associated gas processing footprint to enhance and improve overall basin logistics efficiencies. We accounted for the North Dakota Gathering and Processing Assets acquisition using the acquisition method of accounting, which requires, among other things, that assets acquired at their fair values and liabilities assumed be recognized on the balance sheet as of the acquisition date. The purchase price allocation for the North Dakota Gathering and Processing Assets acquisition is preliminary and has been allocated based on estimated fair values of the assets acquired and liabilities assumed at the acquisition date, pending the completion of an independent valuation and other information as it becomes available to us. The purchase price allocation adjustments can be made through the end of TLLP’s measurement period, which is not to exceed one year from the acquisition date. PRELIMINARY ACQUISITION DATE PURCHASE PRICE ALLOCATION (in millions) Inventory $ 5 Property, plant and equipment 540 Intangibles (a) 154 Goodwill 6 Total purchase price $ 705 (a) The intangibles consist entirely of customer contracts with a weighted average amortization period of 9.6 years . For the three months ended March 31, 2017, we recognized $99 million in revenues and $13 million of net earnings related to the assets acquired. If the North Dakota Gathering and Processing Assets acquisition had occurred prior to 2017 , our pro forma revenues and net earnings would have been $344 million and $87 million , respectively, for the three months ended March 31, 2016 .

Related-Party Transactions Rela

Related-Party Transactions Related-Party Transactions (Notes)	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions Disclosure	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 and storage services to Tesoro. Tesoro typically commits to provide us with minimum monthly throughput volumes of crude oil and refined products. For the natural gas liquids that we handle under keep-whole agreements, the Partnership has a fee-based processing agreement with Tesoro which minimizes the impact of commodity price movements during the annual period subsequent to renegotiation of terms and pricing each year. In addition, we have agreements for the provision of various general and administrative services by Tesoro. Under our partnership agreement, we are required to reimburse TLGP and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our amended omnibus agreement (the “Amended Omnibus Agreement”) or our amended secondment agreement (the “Amended Secondment Agreement”), TLGP determines the amount of these expenses. The Amended Omnibus Agreement and the Amended Secondment Agreement were amended and restated in connection with the Alaska Storage and Terminalling Assets purchase. Under the terms of the Amended Omnibus Agreement as of March 31, 2017 , we are required to pay Tesoro an annual corporate services fee of $11 million for the provision of various centralized corporate services, including executive management, legal, accounting, treasury, human resources, health, safety and environmental, information technology, certain insurance coverage, administration and other corporate services. Tesoro charged the Partnership $5 million pursuant to the Amended Secondment Agreement each of the three months ended March 31, 2017 and 2016 . Additionally, pursuant to the Amended Omnibus Agreement and Amended Secondment Agreement, we reimburse Tesoro for any direct costs actually incurred by Tesoro in providing other operational services with respect to certain of our other assets and operations. SUMMARY OF AFFILIATE TRANSACTIONS SUMMARY OF REVENUE AND EXPENSE TRANSACTIONS WITH TESORO, INCLUDING PREDECESSORS (in millions) Three Months Ended March 31, 2017 2016 Revenues (a) $ 203 $ 169 Operating expenses (b) 39 35 General and administrative expenses 20 17 (a) Tesoro accounted for 48% and 56% of our total revenues for the three months ended March 31, 2017 and 2016 , respectively. (b) Includes imbalance settlement gains of $3 million and $1 million for the three months ended March 31, 2017 and 2016 , respectively. Also includes reimbursements from Tesoro pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement of $2 million and $6 million for the three months ended March 31, 2017 and 2016 , respectively. PREDECESSOR TRANSACTIONS. Related-party transactions of our Predecessors were settled through equity. Our Predecessors did not record revenue for transactions with Tesoro in the Terminalling and Transportation segment. 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. During the three months ended March 31, 2017 , we paid quarterly cash distributions of $77 million to Tesoro and TLGP, including incentive distribution rights (“IDRs”). On April 19, 2017 , we declared a quarterly cash distribution of $0.94 per unit, which will be paid on May 15, 2017 . The distribution will include payments of $71 million to Tesoro and TLGP, including IDRs. In connection with the North Dakota Gathering and Processing Assets acquisition, our general partner agreed to reduce its quarterly distributions with respect to incentive distribution rights by $12.5 million for each quarter in 2017 and 2018, including the three months ended March 31, 2017 .

Property, Plant and Equipment (

Property, Plant and Equipment (Notes)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT BY SEGMENT, AT COST (in millions) March 31, December 31, 2016 Gathering and Processing $ 2,540 $ 1,983 Terminalling and Transportation 2,105 2,076 Property, Plant and Equipment, at Cost 4,645 4,059 Accumulated depreciation (659 ) (615 ) Property, Plant and Equipment, Net $ 3,986 $ 3,444

Debt (Notes)

Debt (Notes)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Debt	DEBT DEBT BALANCE, NET OF UNAMORTIZED ISSUANCE COSTS (in millions) March 31, December 31, 2016 Total debt $ 3,819 $ 4,109 Unamortized issuance costs (53 ) (55 ) Current maturities (1 ) (1 ) Debt, Net of Current Maturities and Unamortized Issuance Costs $ 3,765 $ 4,053 REVOLVING CREDIT FACILITY AND DROPDOWN CREDIT FACILITY AVAILABLE CAPACITY UNDER CREDIT FACILITIES (in millions) Total Capacity Amount Borrowed as of March 31, 2017 Outstanding Letters of Credit Available Capacity Expiration TLLP Revolving Credit Facility (a) $ 600 $ 40 $ — $ 560 January 29, 2021 TLLP Dropdown Credit Facility 1,000 — — 1,000 January 29, 2021 Total Credit Facilities (b) $ 1,600 $ 40 $ — $ 1,560 (a) The weighted average interest rate for borrowings under our Revolving Credit Facility was 3.23% at March 31, 2017 . (b) We are allowed to request that the loan availability be increased up to an aggregate of $2.1 billion , subject to receiving increased commitments from the lenders.

Commitments and Contingencies (

Commitments and Contingencies (Notes)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
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 we will accrue liabilities for these matters if the amount is probable and can be reasonably estimated. Other than described below and Note 3 of our Annual Report on Form 10-K for the year ended December 31, 2016 , we do not have any other material outstanding lawsuits, administrative proceedings or governmental investigations. ENVIRONMENTAL LIABILITIES 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”). No events have occurred in 2017 to require an adjustment to previously recognized amounts for this matter. In February 2017, we settled the Notice of Violation issued in March 2015 by the North Dakota Department of Health (“NDDOH”). The NDDOH had alleged violations of water pollution regulations as a result of the Crude Oil Pipeline Release. The ultimate resolution of the matter did not have a material impact on our liquidity, financial position, or results of operations. LEGAL XTO ENERGY INC. V. QEP FIELD SERVICES COMPANY. XTO is seeking monetary damages related to our 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. Trial is set for July 2017. We continue to believe that a loss is not probable nor estimable in relation to $34 million and $31 million of amounts in our receivables as of March 31, 2017 and December 31, 2016 , respectively, that are subject to dispute with XTO as a result of this matter. See Note 10 of our Annual Report on Form 10-K for the year ended December 31, 2016 for additional information regarding the dispute.

Equity (Notes)

Equity (Notes)	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Equity	EQUITY AND NET EARNINGS PER UNIT We had 73,947,231 common public units outstanding as of March 31, 2017 . Additionally, Tesoro owned 34,055,042 of our common units and 2,202,880 of our general partner units (the 2% general partner interest) as of March 31, 2017 , which together constitutes a 33% ownership interest in us. UNIT ISSUANCE. We closed a registered public offering of 5,000,000 common units representing limited partner interests at a public offering price of $56.19 per unit on February 27, 2017 . The net proceeds of $281 million were used to repay borrowings outstanding under our Revolving Credit Facility and for general partnership purposes. Also, general partner units of 101,980 were issued for proceeds of $6 million . CHANGE IN THE CARRYING AMOUNT OF OUR EQUITY (in millions) Partnership Total Common General Partner Balance at December 31, 2016 $ 1,608 $ (66 ) $ 1,542 Proceeds from issuance of units, net of issuance costs 281 6 287 Distributions to unitholders and general partner (a) (94 ) (46 ) (140 ) Net earnings attributable to partners 55 37 92 Contributions (b) 21 1 22 Other (2 ) 4 2 Balance at March 31, 2017 $ 1,869 $ (64 ) $ 1,805 (a) Represents cash distributions declared and paid during the three months ended March 31, 2017 , relating to the fourth quarter of 2016. (b) Includes Tesoro and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement. NET EARNINGS PER UNIT. We use the two-class method when calculating the net earnings per unit applicable to limited partners, because we have more than one participating security. At March 31, 2017 , our participating securities consist of common units, general partner units and IDRs. Net earnings earned by the Partnership are allocated between the common and general partners in accordance with our partnership agreement. We base our calculation of net earnings per unit on the weighted average number of common limited partner units outstanding during the period. Diluted net earnings per unit include the effects of potentially dilutive units on our common units, which consist of unvested service and performance phantom units. Distributions less than or greater than earnings are allocated in accordance with our partnership agreement. NET EARNINGS PER UNIT (in millions, except per unit amounts) Three Months Ended March 31, 2017 2016 Net earnings $ 92 $ 85 Special allocations of net earnings (“Special Allocations”) (a) 1 — Net earnings, including Special Allocations 93 85 General partner’s distributions (3 ) (2 ) General partner’s IDRs (b) (36 ) (30 ) Limited partners’ distributions on common units (101 ) (76 ) Distributions greater than earnings $ (47 ) $ (23 ) General partner’s earnings: Distributions $ 3 $ 2 General partner’s IDRs (b) 36 30 Allocation of distributions greater than earnings (c) (1 ) (7 ) Total general partner’s earnings $ 38 $ 25 Limited partners’ earnings on common units: Distributions $ 101 $ 76 Special Allocations (a) (1 ) — Allocation of distributions greater than earnings (46 ) (16 ) Total limited partners’ earnings on common units $ 54 $ 60 Weighted average limited partner units outstanding: Common units - basic 104.8 93.6 Common units - diluted 104.9 93.6 Net earnings per limited partner unit: Common - basic $ 0.51 $ 0.64 Common - diluted $ 0.51 $ 0.64 (a) Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions fully allocated to the general partner and any special allocations. The adjustment reflects the special allocation to common units held by TLGP for the interest incurred in connection with borrowings on the Revolving Credit Facility in lieu of using all cash on hand to fund the North Dakota Gathering and Processing Assets acquisition during the three months ended March 31, 2017 . (b) IDRs entitle the general partner to receive increasing percentages, up to 50% , of quarterly distributions in excess of $0.3881 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017 . See Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2016 for further discussion related to IDRs. (c) We have revised the historical allocation of general partner earnings to include the Predecessors’ losses of $7 million for the three months ended March 31, 2016 . There were no Predecessor losses for the three months ended March 31, 2017 . CASH DISTRIBUTIONS Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the limited partner unitholders and general partner will receive. QUARTERLY DISTRIBUTIONS Quarter Ended Quarterly Distribution Per Unit Total Cash Distribution including general partner IDRs (in millions) Date of Distribution Unitholders Record Date December 31, 2016 $ 0.91 $ 140 February 14, 2017 February 3, 2017 March 31, 2017 (a) 0.94 140 May 15, 2017 May 5, 2017 (a) This distribution was declared on April 19, 2017 and will be paid on the date of distribution. This distribution is net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017 .
Earnings Per Share	EQUITY AND NET EARNINGS PER UNIT We had 73,947,231 common public units outstanding as of March 31, 2017 . Additionally, Tesoro owned 34,055,042 of our common units and 2,202,880 of our general partner units (the 2% general partner interest) as of March 31, 2017 , which together constitutes a 33% ownership interest in us. UNIT ISSUANCE. We closed a registered public offering of 5,000,000 common units representing limited partner interests at a public offering price of $56.19 per unit on February 27, 2017 . The net proceeds of $281 million were used to repay borrowings outstanding under our Revolving Credit Facility and for general partnership purposes. Also, general partner units of 101,980 were issued for proceeds of $6 million . CHANGE IN THE CARRYING AMOUNT OF OUR EQUITY (in millions) Partnership Total Common General Partner Balance at December 31, 2016 $ 1,608 $ (66 ) $ 1,542 Proceeds from issuance of units, net of issuance costs 281 6 287 Distributions to unitholders and general partner (a) (94 ) (46 ) (140 ) Net earnings attributable to partners 55 37 92 Contributions (b) 21 1 22 Other (2 ) 4 2 Balance at March 31, 2017 $ 1,869 $ (64 ) $ 1,805 (a) Represents cash distributions declared and paid during the three months ended March 31, 2017 , relating to the fourth quarter of 2016. (b) Includes Tesoro and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement. NET EARNINGS PER UNIT. We use the two-class method when calculating the net earnings per unit applicable to limited partners, because we have more than one participating security. At March 31, 2017 , our participating securities consist of common units, general partner units and IDRs. Net earnings earned by the Partnership are allocated between the common and general partners in accordance with our partnership agreement. We base our calculation of net earnings per unit on the weighted average number of common limited partner units outstanding during the period. Diluted net earnings per unit include the effects of potentially dilutive units on our common units, which consist of unvested service and performance phantom units. Distributions less than or greater than earnings are allocated in accordance with our partnership agreement. NET EARNINGS PER UNIT (in millions, except per unit amounts) Three Months Ended March 31, 2017 2016 Net earnings $ 92 $ 85 Special allocations of net earnings (“Special Allocations”) (a) 1 — Net earnings, including Special Allocations 93 85 General partner’s distributions (3 ) (2 ) General partner’s IDRs (b) (36 ) (30 ) Limited partners’ distributions on common units (101 ) (76 ) Distributions greater than earnings $ (47 ) $ (23 ) General partner’s earnings: Distributions $ 3 $ 2 General partner’s IDRs (b) 36 30 Allocation of distributions greater than earnings (c) (1 ) (7 ) Total general partner’s earnings $ 38 $ 25 Limited partners’ earnings on common units: Distributions $ 101 $ 76 Special Allocations (a) (1 ) — Allocation of distributions greater than earnings (46 ) (16 ) Total limited partners’ earnings on common units $ 54 $ 60 Weighted average limited partner units outstanding: Common units - basic 104.8 93.6 Common units - diluted 104.9 93.6 Net earnings per limited partner unit: Common - basic $ 0.51 $ 0.64 Common - diluted $ 0.51 $ 0.64 (a) Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions fully allocated to the general partner and any special allocations. The adjustment reflects the special allocation to common units held by TLGP for the interest incurred in connection with borrowings on the Revolving Credit Facility in lieu of using all cash on hand to fund the North Dakota Gathering and Processing Assets acquisition during the three months ended March 31, 2017 . (b) IDRs entitle the general partner to receive increasing percentages, up to 50% , of quarterly distributions in excess of $0.3881 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017 . See Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2016 for further discussion related to IDRs. (c) We have revised the historical allocation of general partner earnings to include the Predecessors’ losses of $7 million for the three months ended March 31, 2016 . There were no Predecessor losses for the three months ended March 31, 2017 . CASH DISTRIBUTIONS Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the limited partner unitholders and general partner will receive. QUARTERLY DISTRIBUTIONS Quarter Ended Quarterly Distribution Per Unit Total Cash Distribution including general partner IDRs (in millions) Date of Distribution Unitholders Record Date December 31, 2016 $ 0.91 $ 140 February 14, 2017 February 3, 2017 March 31, 2017 (a) 0.94 140 May 15, 2017 May 5, 2017 (a) This distribution was declared on April 19, 2017 and will be paid on the date of distribution. This distribution is net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017 .

Operating Segments (Notes)

Operating Segments (Notes)	3 Months Ended
	Mar. 31, 2017
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Segment Disclosures	OPERATING SEGMENTS We changed our operating segment presentation in the first quarter of 2017 to reflect our expanded gathering and processing assets and operations and how our chief operating decision maker (“CODM”) manages our business. With the completion of the North Dakota Gathering and Processing Assets acquisition on January 1, 2017, our gathering and processing assets and operations expanded significantly and enhanced our ability to offer integrated gathering and processing services to our customers. Given the business’s focus on providing integrated services along with the revised reporting structure implemented by management to assess performance and make resource allocation decisions, we have determined our operating segments, which are the same for reporting purposes, are the (i) Gathering and Processing segment and (ii) Terminalling and Transportation segment. Comparable prior period information for the newly presented Gathering and Processing segment has been recast to reflect our current presentation. No changes were deemed necessary to our Terminalling and Transportation segment. In addition, as part of the CODM’s reevaluation of how it monitors and evaluates the business and allocates resources, management revised its methodology for the allocation of corporate general and administrative expenses which resulted in additional corporate costs being allocated to our Gathering and Processing segment for certain administrative activities associated with our gathering and processing business in the Rockies region. The change to our Terminalling and Transportation segment was nominal. Comparable prior period segment information has been recast to reflect our revised allocation methodology. Our Gathering and Processing segment consists of crude oil and natural gas gathering systems in the Bakken Shale/Williston Basin area of North Dakota and Montana and the Green River Basin, Uinta Basin and Vermillion Basin in the states of Utah, Colorado and Wyoming as well as gas processing complexes and fractionation facilities. Our Terminalling and Transportation segment consists of crude oil and refined products terminals and marine terminals, storage facilities for crude oil, refined products and petroleum coke handling, rail-car unloading facilities and pipelines, which transport products and crude oil. Our revenues are generated from commercial contracts we have entered into with Tesoro, under which Tesoro pays us fees, and from third-party contracts for gathering crude oil, natural gas and produced water, 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 Note 3 to our Annual Report on Form 10-K for the year ended December 31, 2016 . 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 and interest and financing costs 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, deposits and other assets that are not associated with a specific operating segment. SEGMENT INFORMATION (in millions) Three Months Ended March 31, 2017 2016 Revenues Gathering and Processing: NGL sales $ 83 $ 27 Gas gathering and processing 80 68 Crude oil and water gathering 39 35 Pass-thru and other revenue 43 32 Total Gathering and Processing Revenue 245 162 Terminalling and Transportation: Terminalling revenues 145 108 Pipeline transportation revenues 30 30 Total Terminalling and Transportation 175 138 Total Segment Revenues $ 420 $ 300 Segment Operating Income Gathering and Processing $ 62 $ 64 Terminalling and Transportation 98 63 Total Segment Operating Income 160 127 Unallocated general and administrative expenses (10 ) (8 ) Interest and financing costs, net (60 ) (44 ) Equity in earnings of equity method investments 2 4 Other income, net — 6 Net Earnings $ 92 $ 85 Capital Expenditures Gathering and Processing $ 18 $ 30 Terminalling and Transportation 27 30 Total Capital Expenditures $ 45 $ 60 TOTAL IDENTIFIABLE ASSETS BY OPERATING SEGMENT (in millions) March 31, December 31, Identifiable Assets Gathering and Processing $ 4,054 $ 3,392 Terminalling and Transportation 1,775 1,768 Other (a) 44 700 Total Identifiable Assets $ 5,873 $ 5,860 (a) Other consists mainly of $688 million in cash and cash equivalents as of December 31, 2016 , of which $672 million was used to fund the acquisition of the North Dakota Gathering and Processing Assets on January 1, 2017, increasing the Gathering and Processing segment’s identifiable assets as of March 31, 2017 .

Organization and Basis of Pre14

Organization and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of accounting, policy	We are required under U.S. GAAP 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”), and has since amended the standard with ASU 2015-14, “Revenue From Contracts with Customers: Deferral of the Effective Date,” ASU 2016-08, ”Revenue From Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU 2016-10, “Revenue From Contracts with Customers: Identifying Performance Obligations and Licensing,” and ASU 2016-12, “Revenue From Contracts with Customers: Narrow-Scope Improvements and Practical Expedients.” These standards replace existing revenue recognition rules with a single comprehensive model to use in accounting for revenue arising from contracts with customers. We are required to adopt ASU 2014-09 on January 1, 2018. We preliminarily expect to transition to the new standard under the modified retrospective transition method, whereby a cumulative effect adjustment is recognized upon adoption and the guidance is applied prospectively. We are progressing through our implementation plan and continue to evaluate the impact of the standard’s revenue recognition model on our contracts with customers in the gathering and processing and terminalling and transportation segments along with our business processes, accounting systems, controls and financial statement disclosures. While we have made substantial progress in our review and documentation of the impact of the standard on our revenue agreements, we continue to assess the impact in certain other areas where industry consensus continues to be formed such as agreements with terms that include non-cash consideration, contributions in aid of construction, tiered pricing structures and other unique considerations. At this time, we are unable to estimate the full impact of the standard until the industry reaches a consensus on certain industry specific issues. However, we do expect some impact on presentation and disclosures in our financial statements. LEASES. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which amends existing accounting standards for lease accounting and adds additional disclosures about leasing arrangements. Under the new guidance, lessees are required to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either a finance lease or operating lease with the classification affecting the pattern of expense recognition in the income statement and presentation of cash flows in the statement of cash flows. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and modified retrospective application is required, however, we do not intend to early adopt the standard. While it is early in our assessment of the impacts from this standard, we expect the recognition of right-of-use assets and lease liabilities not currently reflected in our balance sheet could have a material impact on total assets and liabilities. Additionally, we expect the presentation changes required for amounts currently reflected in our statement of operations to impact certain financial statement line items. We cannot estimate the impact on our business processes, accounting systems, controls and financial statement disclosures due to the implementation of this standard given the preliminary stage of our assessment. CREDIT LOSSES. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which amends guidance on the impairment of financial instruments. The ASU estimates credit losses based on expected losses and provides for a simplified accounting model for purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. While we are still evaluating the impact of ASU 2016-13, we do not expect the adoption of this standard to have a material impact on our financial statements. DEFINITION OF A BUSINESS. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”), which revises the definition of a business and assists in the evaluation of when a set of transferred assets and activities is a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017, and should be applied prospectively on or after the effective date. Early adoption is permitted under certain circumstances. At this time, we are evaluating the potential impact of this standard on our financial statements and whether we will early adopt this standard in 2017. GOODWILL. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which eliminates the second step from the goodwill impairment test that required goodwill impairments to be measured at the amount the carrying amount of goodwill exceeded the implied fair value of reporting unit goodwill. Instead, an entity can perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount with any impairment being limited to the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied on a prospective basis. As permitted under ASU 2017-04, we have elected to early adopt this standard for our 2017 goodwill impairment tests to be performed as of November 1, 2017. The adoption of this standard is not expected to have a material impact on our financial statements. PENSION AND POSTRETIREMENT COSTS. In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), which requires the current service-cost component of net benefit costs to be presented similarly with other current compensation costs for related employees on the condensed statement of consolidated operations and stipulates that only the service cost component of net benefit cost is eligible for capitalization. Additionally, the Partnership will present other components of net benefit costs elsewhere on the condensed statement of consolidated operations since these costs are allocated to the Partnership’s financial statements by Tesoro. ASU 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted in the first quarter of 2017 only. The amendments to the presentation of the condensed statement of consolidated operations in this update should be applied retrospectively while the change in capitalized benefit cost is to be applied prospectively. We have evaluated the impact of this standard on our financial statements and determined there will be no impact to net earnings, but it is expected to have an immaterial impact on other line items such as operating income. We have elected not to early adopt and will implement when the standard becomes effective.

Equity Earnings Per Unit (Polic

Equity Earnings Per Unit (Policies)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings Per Share, Policy [Policy Text Block]	We use the two-class method when calculating the net earnings per unit applicable to limited partners, because we have more than one participating security.

Acquisition Acquisition (Tables

Acquisition Acquisition (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]	PRELIMINARY ACQUISITION DATE PURCHASE PRICE ALLOCATION (in millions) Inventory $ 5 Property, plant and equipment 540 Intangibles (a) 154 Goodwill 6 Total purchase price $ 705 (a) The intangibles consist entirely of customer contracts with a weighted average amortization period of 9.6 years .

Related-Party Transactions Re17

Related-Party Transactions Related-Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2017
Related Party Transaction
Schedule of Related Party Transactions	SUMMARY OF REVENUE AND EXPENSE TRANSACTIONS WITH TESORO, INCLUDING PREDECESSORS (in millions) Three Months Ended March 31, 2017 2016 Revenues (a) $ 203 $ 169 Operating expenses (b) 39 35 General and administrative expenses 20 17 (a) Tesoro accounted for 48% and 56% of our total revenues for the three months ended March 31, 2017 and 2016 , respectively. (b) Includes imbalance settlement gains of $3 million and $1 million for the three months ended March 31, 2017 and 2016 , respectively. Also includes reimbursements from Tesoro pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement of $2 million and $6 million for the three months ended March 31, 2017 and 2016 , respectively.

Property, Plant and Equipment18

Property, Plant and Equipment (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property, plant and equipment	PROPERTY, PLANT AND EQUIPMENT BY SEGMENT, AT COST (in millions) March 31, December 31, 2016 Gathering and Processing $ 2,540 $ 1,983 Terminalling and Transportation 2,105 2,076 Property, Plant and Equipment, at Cost 4,645 4,059 Accumulated depreciation (659 ) (615 ) Property, Plant and Equipment, Net $ 3,986 $ 3,444

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Debt	DEBT BALANCE, NET OF UNAMORTIZED ISSUANCE COSTS (in millions) March 31, December 31, 2016 Total debt $ 3,819 $ 4,109 Unamortized issuance costs (53 ) (55 ) Current maturities (1 ) (1 ) Debt, Net of Current Maturities and Unamortized Issuance Costs $ 3,765 $ 4,053
Line of Credit Facility [Line Items]
Schedule of Line of Credit Facilities [Table Text Block]	AVAILABLE CAPACITY UNDER CREDIT FACILITIES (in millions) Total Capacity Amount Borrowed as of March 31, 2017 Outstanding Letters of Credit Available Capacity Expiration TLLP Revolving Credit Facility (a) $ 600 $ 40 $ — $ 560 January 29, 2021 TLLP Dropdown Credit Facility 1,000 — — 1,000 January 29, 2021 Total Credit Facilities (b) $ 1,600 $ 40 $ — $ 1,560 (a) The weighted average interest rate for borrowings under our Revolving Credit Facility was 3.23% at March 31, 2017 . (b) We are allowed to request that the loan availability be increased up to an aggregate of $2.1 billion , subject to receiving increased commitments from the lenders.

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Schedule of partners' capital	CHANGE IN THE CARRYING AMOUNT OF OUR EQUITY (in millions) Partnership Total Common General Partner Balance at December 31, 2016 $ 1,608 $ (66 ) $ 1,542 Proceeds from issuance of units, net of issuance costs 281 6 287 Distributions to unitholders and general partner (a) (94 ) (46 ) (140 ) Net earnings attributable to partners 55 37 92 Contributions (b) 21 1 22 Other (2 ) 4 2 Balance at March 31, 2017 $ 1,869 $ (64 ) $ 1,805 (a) Represents cash distributions declared and paid during the three months ended March 31, 2017 , relating to the fourth quarter of 2016. (b) Includes Tesoro and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement.
Schedule of quarterly distributions	QUARTERLY DISTRIBUTIONS Quarter Ended Quarterly Distribution Per Unit Total Cash Distribution including general partner IDRs (in millions) Date of Distribution Unitholders Record Date December 31, 2016 $ 0.91 $ 140 February 14, 2017 February 3, 2017 March 31, 2017 (a) 0.94 140 May 15, 2017 May 5, 2017 (a) This distribution was declared on April 19, 2017 and will be paid on the date of distribution. This distribution is net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017 .

Equity Net Earnings per Unit (T

Equity Net Earnings per Unit (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings Per Share [Text Block]	NET EARNINGS PER UNIT (in millions, except per unit amounts) Three Months Ended March 31, 2017 2016 Net earnings $ 92 $ 85 Special allocations of net earnings (“Special Allocations”) (a) 1 — Net earnings, including Special Allocations 93 85 General partner’s distributions (3 ) (2 ) General partner’s IDRs (b) (36 ) (30 ) Limited partners’ distributions on common units (101 ) (76 ) Distributions greater than earnings $ (47 ) $ (23 ) General partner’s earnings: Distributions $ 3 $ 2 General partner’s IDRs (b) 36 30 Allocation of distributions greater than earnings (c) (1 ) (7 ) Total general partner’s earnings $ 38 $ 25 Limited partners’ earnings on common units: Distributions $ 101 $ 76 Special Allocations (a) (1 ) — Allocation of distributions greater than earnings (46 ) (16 ) Total limited partners’ earnings on common units $ 54 $ 60 Weighted average limited partner units outstanding: Common units - basic 104.8 93.6 Common units - diluted 104.9 93.6 Net earnings per limited partner unit: Common - basic $ 0.51 $ 0.64 Common - diluted $ 0.51 $ 0.64 (a) Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions fully allocated to the general partner and any special allocations. The adjustment reflects the special allocation to common units held by TLGP for the interest incurred in connection with borrowings on the Revolving Credit Facility in lieu of using all cash on hand to fund the North Dakota Gathering and Processing Assets acquisition during the three months ended March 31, 2017 . (b) IDRs entitle the general partner to receive increasing percentages, up to 50% , of quarterly distributions in excess of $0.3881 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017 . See Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2016 for further discussion related to IDRs. (c) We have revised the historical allocation of general partner earnings to include the Predecessors’ losses of $7 million for the three months ended March 31, 2016 . There were no Predecessor losses for the three months ended March 31, 2017 .

Operating Segments (Tables)

Operating Segments (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Schedule of segment reporting information, by segment	SEGMENT INFORMATION (in millions) Three Months Ended March 31, 2017 2016 Revenues Gathering and Processing: NGL sales $ 83 $ 27 Gas gathering and processing 80 68 Crude oil and water gathering 39 35 Pass-thru and other revenue 43 32 Total Gathering and Processing Revenue 245 162 Terminalling and Transportation: Terminalling revenues 145 108 Pipeline transportation revenues 30 30 Total Terminalling and Transportation 175 138 Total Segment Revenues $ 420 $ 300 Segment Operating Income Gathering and Processing $ 62 $ 64 Terminalling and Transportation 98 63 Total Segment Operating Income 160 127 Unallocated general and administrative expenses (10 ) (8 ) Interest and financing costs, net (60 ) (44 ) Equity in earnings of equity method investments 2 4 Other income, net — 6 Net Earnings $ 92 $ 85 Capital Expenditures Gathering and Processing $ 18 $ 30 Terminalling and Transportation 27 30 Total Capital Expenditures $ 45 $ 60 TOTAL IDENTIFIABLE ASSETS BY OPERATING SEGMENT (in millions) March 31, December 31, Identifiable Assets Gathering and Processing $ 4,054 $ 3,392 Terminalling and Transportation 1,775 1,768 Other (a) 44 700 Total Identifiable Assets $ 5,873 $ 5,860 (a) Other consists mainly of $688 million in cash and cash equivalents as of December 31, 2016 , of which $672 million was used to fund the acquisition of the North Dakota Gathering and Processing Assets on January 1, 2017, increasing the Gathering and Processing segment’s identifiable assets as of March 31, 2017 .

Organization and Basis of Pre23

Organization and Basis of Presentation, Fair Value (Details) - USD ($) $ in Billions	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Percent Of Trade Receivables With Balances greater than 90 days Outstanding	1.00%
Debt, carrying value	$ 3.8	$ 4.1
Debt, fair value	$ 4	$ 4.3
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Percent of trade payables greater than 90 days outstanding	1.00%
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Fair Value Assumptions, Expected Term		90 days

Acquisition Acquisition (Detail

Acquisition Acquisition (Details) - USD ($) $ in Millions		Jan. 01, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Acquisition
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			9 years 7 months 6 days
Goodwill			$ 123		$ 117
Business Acquisition, Revenue				$ 344
Business Acquisition, Net Income (Loss)				$ 87
Whiting Assets [Domain]
Acquisition
Business Combination, Consideration Transferred		$ 705
Inventory			5
Property, plant and equipment			540
Intangibles	[1]		154
Goodwill			6
Total purchase price			705
Business Acquisition, Revenue			99
Business Acquisition, Net Income (Loss)			$ 13
[1]	The intangibles consist entirely of customer contracts with a weighted average amortization period of 9.6 years.

Related-Party Transactions Re25

Related-Party Transactions Related-Party Transactions, Summary of Transactions Narrative (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Revenue from Related Parties	[1]	$ 203	$ 169
Related Party Transaction, Expenses from Transactions with Related Party	[2]	39	35
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party		$ 20	$ 17
Concentration Risk, Percentage		48.00%	56.00%
Volume Gains (Losses) Value		$ 3	$ 1
Cost of Reimbursable Expense		2	6
Partner to Tesoro [Member] | Omnibus Agreement
Payment for Administrative Fees		11
Tesoro to Partner [Member] | Secondment and Logistics Services Agreement
Long-term Purchase Commitment, Amount		$ 5	$ 5
[1]	Tesoro accounted for 48% and 56% of our total revenues for the three months ended March 31, 2017 and 2016, respectively.
[2]	Includes imbalance settlement gains of $3 million and $1 million for the three months ended March 31, 2017 and 2016, respectively. Also includes reimbursements from Tesoro pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement of $2 million and $6 million for the three months ended March 31, 2017 and 2016, respectively.

Related-Party Transactions Re26

Related-Party Transactions Related-Party Transactions, Summary of Affiliate Transactions (Details) - USD ($) $ / shares in Units, $ in Millions		May 15, 2017	Apr. 19, 2017	Mar. 31, 2017		Mar. 31, 2016	Dec. 31, 2016
Distribution Made to Limited Partner, Cash Paid				$ 77
Distribution Made to Limited Partner, Distributions Declared, Per Unit				$ 0.94	[1]		$ 0.91
Distribution Made to Limited Partner, Distribution Date							Feb. 14, 2017
Distribution Made to Limited Partner, Cash Distributions Paid				$ 94		$ 73
Subsequent Event
Distribution Made to Limited Partner, Declaration Date			Apr. 19, 2017
Distribution Made to Limited Partner, Distribution Date	[1]	May 15, 2017
Distribution Made to Limited Partner, Cash Distributions Paid		$ 71
Rockies Natural Gas Business Acquisition [Member]
managing member or general partner, subsequent distribution amount forfeited				$ 12.5
[1]	This distribution was declared on April 19, 2017 and will be paid on the date of distribution. This distribution is net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017.

Property, Plant and Equipment27

Property, Plant and Equipment (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment
Property, Plant and Equipment, at Cost	$ 4,645	$ 4,059
Accumulated depreciation (a)	(659)	(615)
Property, Plant and Equipment, Net	3,986	3,444
Gathering and Processing
Property, Plant and Equipment
Property, Plant and Equipment, at Cost	2,540	1,983
Terminalling and Transportation (a)
Property, Plant and Equipment
Property, Plant and Equipment, at Cost	$ 2,105	$ 2,076

Debt, Total (Details)

Debt, Total (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument
Total debt	$ 3,819	$ 4,109
Unamortized issuance costs (a)	(53)	(55)
Current Maturities	(1)	(1)
Debt, Net of Current Maturities and Unamortized Issuance Costs	$ 3,765	4,053
5.875% Senior Notes Due 2020 [Member]
Debt Instrument
Debt Instrument, Unamortized Premium		$ 4

Debt, Revolving Credit Facility

Debt, Revolving Credit Facility (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)
Revolving Credit Facility
Maximum loan availability	$ 2,100
Long-term Line of Credit	40	[1]
Line of Credit Facility, Remaining Borrowing Capacity	1,560	[1]
Revolving credit facility
Revolving Credit Facility
Total loan availability	600	[2]
Long-term Line of Credit	40	[2]
Letters of Credit Outstanding, Amount	0	[2]
Line of Credit Facility, Remaining Borrowing Capacity	$ 560	[2]
Weighted average interest rate	3.23%
Revolver maturity date	Jan. 29, 2021	[2]
Dropdown Credit Facility
Revolving Credit Facility
Total loan availability	$ 1,000
Long-term Line of Credit	0
Letters of Credit Outstanding, Amount	0	[1]
Line of Credit Facility, Remaining Borrowing Capacity	$ 1,000
Revolver maturity date	Jan. 29, 2021
Credit Facility [Domain]
Revolving Credit Facility
Total loan availability	$ 1,600	[1]
[1]	We are allowed to request that the loan availability be increased up to an aggregate of $2.1 billion, subject to receiving increased commitments from the lenders.
[2]	The weighted average interest rate for borrowings under our Revolving Credit Facility was 3.23% at March 31, 2017.

Commitments and Contingencies30

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
XTO Energy Inc. v. QEP Field Services Company
Acquisition
Receivables from Customers	$ 34	$ 31

Equity Equity, Narrative (Detai

Equity Equity, Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Feb. 27, 2017	Dec. 31, 2016
General Partners' Capital Account, Units Issued	2,202,880	101,980	2,100,900
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	2.00%
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	33.00%
Common units issued (units)	108,002,273	5,000,000	102,981,495
Shares Issued, Price Per Share		$ 56.19
Proceeds from Issuance of Common Limited Partners Units	$ 287
Public common units
Limited Partners' Capital Account, Units Outstanding	73,947,231
Tesoro common units
Limited Partners' Capital Account, Units Outstanding	34,055,042
Common
Proceeds from Issuance of Common Limited Partners Units	$ 281
General Partner
Proceeds from Issuance of Common Limited Partners Units	$ 6

Equity, Equity Activity (Detail

Equity, Equity Activity (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Changes in carrying amount of Equity
Balance at December 31, 2016		$ 1,542
Proceeds from issuance of units, net of issuance costs		287
Unitholder Distribution	[1]	(140)
Net earnings attributable to partners		92	$ 92
Contributions (b)	[2]	22
Other		2
Balance at March 31, 2017		1,805
Common
Changes in carrying amount of Equity
Balance at December 31, 2016		1,608
Proceeds from issuance of units, net of issuance costs		281
Unitholder Distribution	[1]	(94)
Net earnings attributable to partners		55
Contributions (b)	[2]	21
Other		(2)
Balance at March 31, 2017		1,869
General Partner
Changes in carrying amount of Equity
Balance at December 31, 2016		(66)
Proceeds from issuance of units, net of issuance costs		6
Unitholder Distribution	[1]	(46)
Net earnings attributable to partners		37
Contributions (b)	[2]	1
Other		4
Balance at March 31, 2017		$ (64)
[1]	Represents cash distributions declared and paid during the three months ended March 31, 2017, relating to the fourth quarter of 2016.
[2]	Includes Tesoro and TLGP contributions to the Partnership primarily related to reimbursements for capital spending pursuant predominantly to the Amended Omnibus Agreement and the Carson Assets Indemnity Agreement.

Equity Equity, Earnings Per Uni

Equity Equity, Earnings Per Unit (Details) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended
		Mar. 31, 2017USD ($)$ / sharesshares	Mar. 31, 2016USD ($)$ / sharesshares
Net earnings		$ 92	$ 85
Special Allocations Of Net Earnings	[1]	1	0
Net earnings, including Special Allocations		93	85
Distribution Made to Limited Partner, Cash Distributions Declared		77
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic		$ (47)	$ (23)
Common units - basic | shares		104.8	93.6
Common units - diluted | shares		104.9	93.6
Common - basic | $ / shares		$ 0.51	$ 0.64
Common - diluted | $ / shares		$ 0.51	$ 0.64
Incentive Distribution, Distribution Split Marginal Percentage		50.00%
Incentive Distribution, Minimum Distribution Level | $ / shares		0.3881
managing member or general partner, subsequent distribution amount forfeited per quarter		$ 12.5
Net Income (Loss) Attributable To Predecessors		0	$ (7)
General Partner
General Partner Distributions		3	2
Incentive Distribution, Subsequent Distribution Amount	[2]	36	30
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic	[3]	(1)	(7)
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic		38	25
Common
Special Allocations Of Net Earnings	[1]	1	0
Distribution Made to Limited Partner, Cash Distributions Declared		101	76
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic		(46)	(16)
Participating Securities, Distributed and Undistributed Earnings (Loss), Basic		$ 54	$ 60
[1]	Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions fully allocated to the general partner and any special allocations. The adjustment reflects the special allocation to common units held by TLGP for the interest incurred in connection with borrowings on the Revolving Credit Facility in lieu of using all cash on hand to fund the North Dakota Gathering and Processing Assets acquisition during the three months ended March 31, 2017.
[2]	IDRs entitle the general partner to receive increasing percentages, up to 50%, of quarterly distributions in excess of $0.3881 per unit per quarter. The amount above reflects earnings distributed to our general partner net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017. See Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2016 for further discussion related to IDRs.
[3]	We have revised the historical allocation of general partner earnings to include the Predecessors’ losses of $7 million for the three months ended March 31, 2016. There were no Predecessor losses for the three months ended March 31, 2017.

Equity, Cash Distributions (Det

Equity, Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Millions		May 15, 2017	May 05, 2017	Apr. 19, 2017	Mar. 31, 2017	[1]	Dec. 31, 2016
Distribution Made to Member or Limited Partner
Quarterly Distribution Per Unit					$ 0.94		$ 0.91
Total Cash Distribution including general partner IDRs (in millions)					$ 140		$ 140
Date of Distribution							Feb. 14, 2017
Unitholders Record Date							Feb. 3, 2017
Subsequent Event
Distribution Made to Member or Limited Partner
Date of Distribution	[1]	May 15, 2017
Unitholders Record Date	[1]		May 5, 2017
Distribution Made to Limited Partner, Declaration Date				Apr. 19, 2017
[1]	This distribution was declared on April 19, 2017 and will be paid on the date of distribution. This distribution is net of $12.5 million of IDRs waived by TLGP for the three months ended March 31, 2017.

Operating Segments, Results (De

Operating Segments, Results (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues
Total Revenues	$ 420	$ 300
Segment Operating Income
Operating Income (Loss)	150	119
Segment Reporting, Operating Income (Loss)	160	127
Unallocated general and administrative expenses	(10)	(8)
Interest and financing costs, net	(60)	(44)
Equity in earnings of equity method investments	2	4
Other income, net	0	6
Net Earnings	92	85
Segment Reporting Information, Additional Information
Capital Expenditures	45	60
Sales of natural gas, NGLS and condensate [Member]
Revenues
Total Revenues	83	27
Gas gathering and processing [Member]
Revenues
Total Revenues	80	68
Crude oil and water gathering [Member]
Revenues
Total Revenues	39	35
Pass-thru and other revenue [Member]
Revenues
Total Revenues	43	32
Gathering and Processing [Member]
Revenues
Total Revenues	245	162
Segment Operating Income
Operating Income (Loss)	62	64
Segment Reporting Information, Additional Information
Capital Expenditures	18	30
Terminalling revenues [Member]
Revenues
Total Revenues	145	108
Pipeline transportation revenues [Member]
Revenues
Total Revenues	30	30
Terminalling and Transportation
Revenues
Total Revenues	175	138
Segment Operating Income
Operating Income (Loss)	98	63
Segment Reporting Information, Additional Information
Capital Expenditures	$ 27	$ 30

Operating Segments Operating Se

Operating Segments Operating Segments, Identifiable Assets (Details) - USD ($) $ in Millions		Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Segment Reporting Information
Cash and cash equivalents		$ 35	$ 688	$ 4	$ 16
Assets		5,873	5,860
Gathering and Processing [Member]
Segment Reporting Information
Assets		4,054	3,392
Terminalling and Transportation
Segment Reporting Information
Assets		1,775	1,768
Corporate and Other [Member]
Segment Reporting Information
Assets	[1]	$ 44	700
Whiting Assets [Domain]
Segment Reporting Information
Cash and cash equivalents			$ 672
[1]	Other consists mainly of $688 million in cash and cash equivalents as of December 31, 2016, of which $672 million was used to fund the acquisition of the North Dakota Gathering and Processing Assets on January 1, 2017, increasing the Gathering and Processing segment’s identifiable assets as of March 31, 2017.