EXHIBIT 99


ALASKA TANKER COMPANY, LLC


Financial Statements


December 31, 2018 and 2017


(With Independent Auditors’ Report Thereon)











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ALASKA TANKER COMPANY, LLC


Financial Statements


December 31, 2018 and 2017


Table of Contents





PageIndependent Auditors’ Report1Balance Sheets2Statements of Comprehensive Income3Statements of Members’ Equity (Deficit)4Statements of Cash Flows5Notes to Financial Statements6








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ALASKA TANKER COMPANY, LLCBalance SheetsDecember 31, 2018 and 2017Assets20182017Current assets:Cash and cash equivalents$20,195,04212,578,314Investments in trading securities, at fair value (note 9)4,076,7447,985,618Due from members:BP Oil (note 8)14,439,34817,269,581Other receivables10,2006Prepaid expenses228,112257,359Total current assets38,949,44638,090,878Total assets$38,949,44638,090,878Liabilities and Members’ Equity (Deficit)Current liabilities:Accounts payable$6,902,0045,130,231Due to members:Accrued dividend9,460,5929,992,786Accrued expenses (note 4)5,289,6345,431,748Total current liabilities21,652,23020,554,765Long-term liabilities:Benefit liabilities (note 10)8,489,9158,948,830Other liabilities (note 7)8,796,2939,865,709Total long-term liabilities17,286,20818,814,539Total liabilities38,938,43839,369,304Commitments and contingencies (note 5)Members’ equity (deficit):Members’ equity100,000100,000Accumulated other comprehensive loss(88,992)(1,378,426)Members’ equity (deficit)11,008(1,278,426)Total liabilities and members’ equity (deficit)$38,949,44638,090,878See accompanying notes to financial statements.





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ALASKA TANKER COMPANY, LLCStatements of Comprehensive IncomeYears ended December 31, 2018 and 201720182017Revenues$105,115,136106,893,983Preoperating revenues (outside time charters)—1,961,083Total revenues105,115,136108,855,066Cost of operations:Fuel36,080,20431,811,399Payroll27,002,90129,385,346Port charges11,987,43011,817,625Vessel repairs5,599,7639,002,456Consumables2,519,9272,706,686Project expenses1,069,324473,362Insurance, net993,7411,037,325Other962,6951,109,721Drydock and customs159,0305,514Total cost of operations86,375,01587,349,434Administrative costs8,760,24310,553,299Severance costs179,8101,961,083Operating income9,800,0688,991,250Other income (expense):Investment income147,342177,169Realized gain on investments in trading securities261,985310,516Unrealized (loss) gain on investments in trading securities(748,803)513,851Net income9,460,5929,992,786Other comprehensive income:Employee benefit plans:Actuarial gain1,476,296965,849Prior service cost(186,862)(288,231)Comprehensive income$10,750,02610,670,404Dividend declared to members$9,460,5929,992,786See accompanying notes to financial statements.





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ALASKA TANKER COMPANY, LLCStatements of Members’ Equity (Deficit)Years ended December 31, 2018 and 2017AccumulatedotherMembers’Members’comprehensiveequityOSGKeystoneBP Oilequityloss(deficit)Balance, December 31, 2016$37,50037,50025,000100,000(2,056,044)(1,956,044)Net income3,747,2953,747,2952,498,1969,992,786—9,992,786Other comprehensive income:Employee benefit plans:Actuarial gain————965,849965,849Prior service cost————(288,231)(288,231)Dividend declared to members(3,747,295)(3,747,295)(2,498,196)(9,992,786)—(9,992,786)Balance, December 31, 201737,50037,50025,000100,000(1,378,426)(1,278,426)Net income3,547,7223,547,7222,365,1489,460,592—9,460,592Other comprehensive income:Employee benefit plans:Actuarial gain————1,476,2961,476,296Prior service cost————(186,862)(186,862)Dividend declared to members(3,547,722)(3,547,722)(2,365,148)(9,460,592)—(9,460,592)Balance, December 31, 2018$37,50037,50025,000100,000(88,992)11,008See accompanying notes to financial statements.








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ALASKA TANKER COMPANY, LLCStatements of Cash FlowsYears ended December 31, 2018 and 201720182017Cash flows from operating activities:Net income$9,460,5929,992,786Adjustments to reconcile net income to net cash provided byoperating activities:Investment income(147,342)(177,169)Net realized gain on investments(261,985)(310,516)Net unrealized loss (gain) on investments748,803(513,851)Changes in operating assets and liabilities:Due from members and other receivables2,820,039(4,937,786)Prepaid expenses29,24730,037Accounts payable1,771,773(762,052)Accrued expenses and benefit liabilities(601,029)689,312Other liabilities220,018242,096Net cash provided by operating activities14,040,1164,252,857Cash flows from investing activities:Purchases of investments(1,975,696)(7,321,246)Investment income147,342177,169Proceeds from sale of investments5,397,7526,096,754Net cash provided by (used in) investing activities3,569,398(1,047,323)Cash flows from financing activities:Payment of dividend to members(9,992,786)(9,751,286)Net cash used in financing activities(9,992,786)(9,751,286)Net change in cash and cash equivalents7,616,728(6,545,752)Cash and cash equivalents, beginning of year12,578,31419,124,066Cash and cash equivalents, end of year$20,195,04212,578,314Supplemental disclosure of cash flow information:Noncash items:Dividends declared$9,460,5929,992,786See accompanying notes to financial statements.








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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





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|(1) | Organization and Purpose

Alaska Tanker Company, LLC (ATC or the Company) was organized effective March 30, 1999 as a limited liability company in the state of Delaware for the purpose of chartering and operating vessels for the transportation of Alaskan produced crude oil to destinations designated by vessel charterers and to provide tonnage planning and ship scheduling services to such vessel charterers.


The members of the Company and their respective ownership interests are BP Oil Shipping Company USA, Inc. (BP Oil), which owns 25.0%, Keystone Alaska, LLC (Keystone), which owns 37.5% and OSG America, LP (OSG), which owns 37.5%. Total capital contributions of $100,000 were made upon formation of ATC and each member contributed its percentage of initial contribution based on their proportionate ownership.


The term of the Company shall be perpetual unless dissolved or terminated by the members pursuant to the limited liability company agreement (the Agreement). Disposition of a member’s interest can be made only in accordance with the Agreement, which provides, among other things, that any member who wants to dispose of its membership interest (other than to an affiliate of the member) must (i) obtain approval of all of the other members; (ii) receive a bona fide offer to purchase its membership interest from a third party; and (iii) offer to the other members to sell its membership interest on the same terms as the offer from the third party.


Pursuant to the Agreement, each member has agreed it will not resign, retire, or withdraw from the Company, except that BP Oil may withdraw as a member from the Company without cause, upon at least 120 days prior notice to the other members. The withdrawal of BP Oil will not affect the time charters (note 3) with BP Oil and the associated guarantees or other contractual relationships then in place.


Income, loss, and distributions are allocated among the members in accordance with their sharing ratios in effect at the time (currently BP Oil 25.0%, Keystone 37.5%, and OSG 37.5%).


The management of the Company is vested in the member committee, which is composed of three representatives, one from each of the members of the Company. The representatives of Keystone and OSG have one and one half (11⁄2) votes each and the representative of BP Oil has one (1) vote. The member committee may delegate and has delegated certain operating responsibilities and authority to employees of the Company.


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|(2) | Summary of Significant Accounting Policies

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|(a) | Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include assets and liabilities related to employee benefits and certain accrued liabilities. Actual results could differ from those estimates.








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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





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|(b) | Revenue Recognition

Revenue is recorded pursuant to time charters (note 3) as expenses are incurred and incentive hire is earned. As discussed in note 3, payments under bareboat charters are not recorded by the Company in the accompanying financial statements as an expense nor is the corresponding revenue recorded.


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|(c) | Income Taxes

The Company is taxed as a partnership; accordingly, all income taxes are the responsibility of the members.


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|(d) | Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash includes cash in banks and cash held onboard vessels in Master Cash Accounts. Cash equivalents consists of highly liquid investments in money market accounts.


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|(e) | Prepaid Expenses

Prepaid expenses include primarily prepaid insurance costs as of December 31, 2018 and 2017.


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|(f) | Furniture, Fixtures, and Equipment

All expenditures for furniture, fixtures and equipment are reimbursed by BP Oil. Accordingly, the net carrying value of furniture, fixtures, and equipment is zero as of December 31, 2018 and 2017, respectively. As part of the formation of ATC, BP Oil provided approximately $853,000 of furniture, fixtures, and equipment to the Company for use in the administration of its operations. The Company has been provided the furniture, fixtures, and equipment from BP Oil for no charge. Additionally, certain equipment is being leased by the Company under operating leases (note 5).


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|(g) | Cost of Operations

The Company incurs certain expenses related to the operation of the Alaskan Class vessels. Costs of these operations are expensed as incurred.


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|(h) | Investments in Trading Securities

Investments held as of December 31, 2018 and 2017 consist of equity securities and are recorded at fair value. Realized gains and losses arising from the sale, collection, or other disposition of investments, as well as unrealized gains and losses, and investment income, are included in earnings


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|(i) | Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels in accordance with Accounting Standards Update (ASU) No. 2011‐04 (see note 9):


Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.


Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.





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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.


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|(3) | Charter Operations

ATC was formed to operate vessels that were chartered to BP Oil in the Alaskan crude oil trade. As of December 31, 2018, there were four remaining bareboat charters. A bareboat charter is a charter in which the owner leases an unmanned ship for a long period of time at a rate that covers any depreciation and a nominal return. ATC, as the charterer, mans, procures all supplies and provisions, insures, maintains, repairs the vessel and pays for all operating expenses.


The Company in turn charters the vessels under time charters to BP Oil. A time charter is a form of charter where the bareboat charterer leases the vessel and crew to the time charterer for a stipulated period of time. The charterer pays for the vessels’ fuel and port charges in addition to the time charter hire.


Each of the Company’s bareboat charters has a corresponding time charter with BP Oil covering identical periods. The time charters contain a basic charter hire payment, which is the same as the charter hire payment required by the corresponding bareboat charter. ATC, as allowed by the time charters, has assigned the bareboat charter hire payments to be made directly by BP Oil to the shipowners or other person as designated by the shipowner. In addition, if a bareboat charter is terminated by the Company, the termination payment required under the bareboat charter will be paid by BP Oil pursuant to the corresponding time charter. The time charters also include supplemental charter hire payments, which consist primarily of reimbursement of the Company’s operating expenses. In addition, as discussed below, the time charters contain a provision for an incentive hire payment. The maximum incentive hire payment available per vessel for the year ended December 31, 2018 is $2,668,559 (adjusted annually by the consumer price index).


As ATC is merely an operator of the vessels under the time charters, the accompanying financial statements reflect only the operating expenses for the vessels and administration costs as well as the revenues from BP Oil to fund those operations plus the incentive hire. BP Oil is responsible for paying all operating costs incurred by ATC. Total bareboat charter payments made directly by BP Oil to the shipowners, or others as designated, are not reflected in the accompanying financial statements for the years ended December 31, 2018 and 2017 were approximately $110,148,000. This includes approximately $22,030,000 attributable to BP Oil as a result of their 80% ownership in the Alaskan Legend.


The bareboat and time charter periods are the same for each individual vessel and expire on varying dates through 2023.


As noted above, the time charters between ATC and BP Oil make provisions for the payment of incentive hire payments. These payments are made upon meeting certain performance measure parameters as contractually defined in the time charter. The performance targets and assessment of achievement are agreed upon annually by the member committee. For the years ended December 31, 2018 and 2017, the Company achieved incentive hire payments totaling $9,460,592 and $9,992,786, respectively, which are included in revenues in the statements of comprehensive income. The amount is shared by the members of the Company based upon their sharing ratios and is shown as dividends declared to members in the accompanying financial statements. ATC does not own any vessels nor does it have any options to acquire vessels under the bareboat charter.








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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





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|(4) | Accrued Expenses

Accrued expenses consist of the following as of December 31, 2018 and 2017:


20182017Administrative expenses$1,866,6781,677,512Other1,048,6051,122,265Salaries and wages1,021,9101,056,830Severence costs362,735593,791Retiree medical plan389,184395,680Postretirement plan310,351279,135Voyage expenses748223,025Dyrdock and vessel repairs289,42383,510Total$5,289,6345,431,748





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|(5) | Commitments and Contingencies

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|(a) | Operating Leases

The Company leases certain office space, equipment and vehicles under noncancelable operating lease agreements. The lease terms vary as do the Company’s renewal options. Expenses related to the leases totaled approximately $350,500 and $361,800 for the years ended December 31, 2018 and 2017, respectively. Future annual lease payments are summarized as follows:


Year ending December 31:2019$321,685202075,9972021 and thereafter—$397,682





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|(b) | Contingencies

The Company is currently a party to various claims and legal proceedings. If management believes that a loss arising from these matters is probable and can reasonably be estimated, it records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or future periods.








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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





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|(6) | 401(k) Plan

The Company has a defined contribution plan with 401(k) provisions covering all full time employees other than those subject to collective bargaining with a union and independent contractors. Employees become eligible upon completion of one year of employment, 1,000 hours of service and age 21. Eligible employees may contribute in increments of 1% of eligible compensation, depending on their eligibility, subject to certain Internal Revenue Service (IRS) imposed limitations. The Company will match each dollar of employee savings with $0.75 up to a maximum of 6% of eligible compensation. The Company may, in its sole discretion, change the percentage of its contribution on a prospective basis. The employee contributions are always 100% vested. Company contributions to the 401(k) plan are vested upon the completion of three years of service. For the years ended December 31, 2018 and 2017, the Company contributed approximately $1,150,000 and $1,357,000, respectively.


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|(7) | Retirement Plans

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|(a) | Postretirement Plan

The Company has a postretirement medical and life insurance plan (the Postretirement Plan) that provides benefits to shore based employees and nonunion licensed deck officers at least 55 years of age with 10 years or more of service, as defined.  The plan was frozen as of December 31, 2016 and closed to new entrants as of January 1, 2017.


During 2018, the mortality table used was the RP 2014 White Collar tables with generational projection using Scale MP 2018. In 2017, the Company used the RP 2014 White Collar tables with generational projection using Scale MP 2017.


The following are the amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost:


20182017Net actuarial loss$1,621,6213,097,917Net prior service credit(1,532,629)(1,719,491)Accumulated other comprehensive loss$88,9921,378,426








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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





Amounts recognized in accumulated other comprehensive loss are as follows: 20182017Actuarial gain$(1,476,296)(965,849)Prior service cost186,862288,231$(1,289,434)(677,618)


The estimated net loss that will be amortized from accumulated other comprehensive loss into net actuarial losses and net prior service credit over the next fiscal year is $65,251 and $186,862, respectively.


The following is a breakdown of certain aggregate components of the Postretirement Plan at December 31, 2018 and 2017 (measurement date of the Postretirement Plan is December 31): 20182017Projected benefit obligation$(9,106,644)(10,144,844)Fair value of plan assets——Funded status$(9,106,644)(10,144,844)Accumulated benefit obligation$(9,106,644)(10,144,844)


Amounts recognized in the balance sheets at December 31 are as follows: 20182017Current liabilities$(310,351)(279,135)Noncurrent liabilities(8,796,293)(9,865,709)Accumulated other comprehensive loss88,9921,378,426Net amount recognized$(9,017,652)(8,766,418)


The following is a breakdown of postretirement benefits for the years ended December 31, 2018 and 2017: 20182017Benefit cost$556,411479,122Employer and employee contributions305,177246,161Benefits paid305,177246,161





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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





The weighted average assumptions used to determine the benefit obligation as of December 31, 2018 and 2017 are as follows: 20182017Discount rate4.40%3.70%


The weighted average assumptions used to determine the net benefit cost for the years ended December 31, 2018 and 2017 are as follows: 20182017Discount rate3.70%4.15%


The Company determines the discount rate utilizing a yield‐curve model.


The initial healthcare cost trend rate at December 31, 2018 was 7.0%, decreasing yearly by 0.25% to 4.75% in 2028. A 1% increase in the assumed healthcare cost trend would increase the benefit cost by $14,479 and the benefit obligation by $231,978. A 1% decrease in the assumed healthcare cost trend would reduce the benefit cost by $39,137 and the benefit obligation by $208,488.


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|(i) | Cash Flows

The Company’s expected contributions to the Postretirement Plan in 2018 are equal to net claims.


The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid by the Postretirement Plan:


2019$317,1052020371,3422021390,0562022424,1132023458,8182024–20282,497,201


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|(b) | Multiemployer Plans

In addition to the pension and postretirement benefit plans above, the Company contributes to a number of multiemployer defined benefit pension plans. The risks of participating in these multiemployer plans differ from those of single employer plans in a number of ways. These risks include the following: (1) contributions to the multiemployer plan by the Company may be used to provide benefits to employees of other participating employers; (2) unfunded obligations of other employers participating in the plan may be borne by the participating Company; (3) if the plan is underfunded when a participant leaves a plan they may be required to pay additional amounts referred to as withdrawal liabilities.


The Company’s participation in the multiemployer plans is comprised of six plans, two of which comprise the majority of current year contributions and employee coverage: the MEBA Pension Trust - Defined Benefit Plan (EIN 51 6029896 and plan number 001) and the Seafarers Pension Trust (EIN 13 6100329 and plan number 001). The contributions to these two plans were approximately $2,527,000 and $2,696,000 for the years ended December 31, 2018 and 2017, respectively.


Total contributions made to other plans were approximately $373,000 and $434,000 for the years ended December 31, 2018 and 2017, respectively. Total contributions to all plans were approximately $2,900,000 and $3,130,000 for the years ended December 31, 2018 and 2017, respectively. The





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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





Company’s contributions to the plans represent less than five percent of the total contributions to the plans by all participants as indicated in the plan’s most recently available annual report for the year ended December 31, 2017.


The MEBA Pension Trust required a minimum contribution of approximately $805,000 for the year ended December 31, 2018, which was specified in the collective bargaining agreement that expires on June 15, 2024. The plan had Green Zone status for the years ended December 31, 2018 and 2017, respectively, which is defined as at least 80% funded. Accordingly, the plan does not have a funding improvement plan in place. The Company’s contributions to this plan were approximately $805,000 and $863,000 for the years ended December 31, 2018 and 2017, respectively. The Company has paid no surcharges to the plan for the years ended December 31, 2018 and 2017. The Company’s withdrawal liability associated with the MEBA Pension Trust was $9.0 million and $9.5 million for the years ended December 31, 2018 and 2017, respectively. The withdrawal liability is representative of the Company’s proportionate share of the plan’s unfunded vested liability should the Company, or a significant number of other plan participants, decide to withdraw from the plan.


The Seafarers Pension Trust requires a minimum contribution of approximately $1,722,000 for the year ended December 31, 2018, which was specified in the collective bargaining agreement that expires on June 30, 2022. The plan had Green Zone status for the years ended December 31, 2018 and 2017, respectively, which is defined as at least 80% funded. Accordingly, the plan does not have a funding improvement plan in place. The Company’s contributions to this plan were approximately $1,722,000 and $1,833,000 for the years ended December 31, 2018 and 2017, respectively. The Company has paid no surcharges to the plan for the years ended December 31, 2018 and 2017. The Company has no withdrawal liability associated with the Seafarers Pension Trust for the years ended December 31, 2018 and 2017.


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|(8) | Related Party Transactions

The Company’s revenues are derived from time charter hire revenues received from BP Oil. For the years ended December 31, 2018 and 2017, the Company incurred expenses of $20,941,599 and $19,840,452, respectively, for bunker fuel and $893,651 and $679,116, respectively, for consumable lube products and vetting inspections in related party transactions with BP Oil. In addition, for the years ended December 31, 2018 and 2017, the Company had $3,025,918 and $5,360,373 due from BP Oil related to the underfunding of operating expenses.











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ALASKA TANKER COMPANY, LLC
 Notes to Financial Statements
 December 31, 2018 and 2017





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|(9) | Investments in Trading Securities

Investments held as of December 31, 2018 and 2017 consist of equity securities classified in Level 1 of the fair value hierarchy as defined in note 2 (i), and were measured using quoted market prices at the reporting date multiplied by the quantity held.


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|(10) | Benefit Liabilities

Benefit liabilities as of December 31, 2018 and 2017 are primarily related to the Deferred Compensation Plan and are classified as long‐term based on having an expected timing of payout greater than one year. The Company’s Deferred Compensation Plan, which is an unfunded, nonqualified plan that allows eligible employees to defer up to 100% of their performance bonuses (i.e. Gainshare), or defer up to 50% (5% minimum) of their salary and select the deemed investments for their deferral and determine when to be paid out. Eligible employees can elect to receive payment either on a specified date, or on a specified date after termination of employment, and either in a lump sum or annual installments, with a maximum deferral period of 20 years.


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|(11) | Severance Costs

In 2017, the Company offered a Voluntary Separation Program to various shore and sea based staff. The Voluntary Separation Program was approved by BP Oil and termination benefits were communicated to the affected employees prior to December 31, 2017. Severance costs included primarily severance pay and benefits. Voluntary Separation Program severance costs of $1,961,083 were expensed in 2017, of which $182,925 and $593,791 were included in other accrued expenses as of December 31, 2018 and 2017, respectively. The costs still included in other accrued expenses will be paid in the first quarter of 2019. Severance costs of $179,810 that were not part of the Voluntary Separation Program were expensed as incurred in 2018.


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|(12) | Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through March 27, 2019, the date at which the financial statements were issued, and determined there are no other items to disclose.











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