Delaware
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74-2956831
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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19003 IH-10 West
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78257
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San Antonio, Texas
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(Zip Code)
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(Address of principal executive offices)
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Large accelerated filer
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[X]
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Accelerated filer [ ]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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PART I
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Items 1., 1A. & 2.
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Item 1B.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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5,463
miles of refined product pipelines with
21
associated terminals providing storage capacity of
4.9 million
barrels and two tank farms providing storage capacity of 1.4 million barrels;
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•
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2,000
miles of anhydrous ammonia pipelines;
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•
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1,180
miles of crude oil pipelines providing
3.5 million
barrels of associated storage capacity; and
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•
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53
terminal and storage facilities providing
80.9 million
barrels of storage capacity.
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•
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tariffs for transporting crude oil, refined products and anhydrous ammonia through our pipelines;
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•
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fees for the use of our terminal and storage facilities and related ancillary services; and
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•
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sales of crude oil and refined petroleum products.
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•
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enhancing our existing assets through strategic internal growth projects that expand our business with current and new customers;
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•
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pursuing strategic expansion projects by constructing new assets;
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•
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improving our operations, including safety and environmental stewardship, cost control and asset reliability; and
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•
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identifying acquisition targets that meet our financial and strategic criteria.
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•
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refined product pipelines with an aggregate length of
3,113
miles and crude oil pipelines with an aggregate length of
1,180
miles in Texas, Oklahoma, Kansas, Colorado and New Mexico (collectively, the Central West System);
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•
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a
1,910
-mile refined product pipeline originating in southern Kansas and terminating at Jamestown, North Dakota, with a western extension to North Platte, Nebraska and an eastern extension into Iowa (the East Pipeline);
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•
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a
440
-mile refined product pipeline originating at Tesoro Corporation’s (Tesoro) Mandan, North Dakota refinery and terminating in Minneapolis, Minnesota (the North Pipeline); and
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•
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a
2,000
-mile anhydrous ammonia pipeline originating at the Louisiana delta area that travels north through the midwestern United States forking east and west to terminate in Nebraska and Indiana (the Ammonia Pipeline).
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Throughput
For the year ended December 31,
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Region / Pipeline System
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Length
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Tank Capacity
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2014
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2013
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(Miles)
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(Barrels)
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(Barrels/Day)
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Central West System:
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McKee System
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2,276
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—
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164,589
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148,541
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Three Rivers System
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377
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—
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78,177
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76,512
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Other
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460
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—
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51,698
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50,826
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Central West Refined Products Pipelines
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3,113
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—
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294,464
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275,879
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Eagle Ford System
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438
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1,600,000
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230,665
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168,718
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McKee System
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598
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1,050,000
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140,402
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130,081
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Ardmore System
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87
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824,000
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66,690
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66,950
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Other
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57
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—
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—
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—
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Central West Crude Oil Pipelines
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1,180
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3,474,000
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437,757
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365,749
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Total Central West System
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4,293
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3,474,000
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732,221
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641,628
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East Pipeline
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1,910
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4,916,000
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134,816
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132,475
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North Pipeline
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440
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1,437,000
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45,641
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45,991
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Ammonia Pipeline
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2,000
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—
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35,816
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32,676
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Total
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8,643
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9,827,000
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948,494
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852,770
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•
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43
terminal and storage facilities in the United States, with total storage capacity of
49.2 million
barrels;
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•
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A terminal on the island of St. Eustatius with tank capacity of
14.4 million
barrels and a transshipment facility;
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•
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A terminal located in Point Tupper with tank capacity of
7.7 million
barrels and a transshipment facility;
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•
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Six terminals located in the United Kingdom and one terminal located in Amsterdam, the Netherlands, with total storage capacity of approximately
9.5 million
barrels;
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•
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A terminal located in Nuevo Laredo, Mexico.
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Facility
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Tank Capacity
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Primary Products Handled
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(Barrels)
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Colorado Springs, CO
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328,000
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Petroleum products, ethanol
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Denver, CO
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110,000
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Petroleum products, ethanol
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Alamogordo, NM (a) (e)
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124,000
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Petroleum products
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Albuquerque, NM
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251,000
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Petroleum products, ethanol
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Abernathy, TX
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160,000
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Petroleum products
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Amarillo, TX
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269,000
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Petroleum products
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Corpus Christi, TX
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329,000
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Petroleum products
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Corpus Christi, TX (North Beach)
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1,721,000
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Crude oil and feedstocks
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Edinburg, TX
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288,000
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Petroleum products
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El Paso, TX (b)
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428,000
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Petroleum products, ethanol
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Harlingen, TX
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286,000
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Petroleum products
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Laredo, TX
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215,000
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Petroleum products
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Placedo, TX (c)
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100,000
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Petroleum products
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San Antonio (East), TX
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150,000
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Petroleum products
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San Antonio (South), TX
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225,000
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Petroleum products
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Southlake, TX
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569,000
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Petroleum products, ethanol
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Nuevo Laredo, Mexico
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50,000
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Petroleum products
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Central West Terminals
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5,603,000
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Pittsburg, CA
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398,000
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Asphalt
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Rosario, NM
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166,000
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Asphalt
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Catoosa, OK
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358,000
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Asphalt
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Houston, TX
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86,000
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Asphalt
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Asphalt Terminals
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1,008,000
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Facility
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Tank Capacity
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Primary Products Handled
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(Barrels)
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Blue Island, IL
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690,000
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Petroleum products, ethanol
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Indianapolis, IN
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428,000
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Petroleum products
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Central East Terminals
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1,118,000
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Jacksonville, FL
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2,593,000
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Petroleum products, asphalt
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St. James, LA
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9,190,000
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Crude oil and feedstocks
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Texas City, TX
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128,000
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Petroleum products
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Texas City, TX
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2,836,000
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Chemicals, petroleum products
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Gulf Coast Terminals
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14,747,000
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Andrews AFB, MD (a)
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75,000
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Petroleum products
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Baltimore, MD
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818,000
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Chemicals, asphalt, petroleum products
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Piney Point, MD
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5,402,000
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Petroleum products
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Linden, NJ
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389,000
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Petroleum products
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Linden, NJ (d)
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2,130,000
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Petroleum products
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Paulsboro, NJ
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74,000
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Petroleum products
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Virginia Beach, VA (a)
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41,000
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Petroleum products
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North East Terminals
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8,929,000
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Los Angeles, CA
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608,000
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Petroleum products
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Selby, CA
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3,060,000
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Petroleum products, ethanol
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Stockton, CA
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816,000
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Petroleum products, ethanol, fertilizer
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Portland, OR
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1,365,000
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Petroleum products, ethanol
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Tacoma, WA
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391,000
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Petroleum products, ethanol
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Vancouver, WA
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341,000
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Chemicals
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Vancouver, WA
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433,000
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Petroleum products
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West Coast Terminals
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7,014,000
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Corpus Christi, TX
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4,030,000
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Crude oil and feedstocks
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Texas City, TX
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3,141,000
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Crude oil and feedstocks
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Benicia, CA
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3,683,000
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Crude oil and feedstocks
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Refinery Storage Tanks
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10,854,000
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|
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Grays, England
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1,958,000
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Petroleum products
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Eastham, England
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2,096,000
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Chemicals, petroleum products
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Runcorn, England
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149,000
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Molten sulfur
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Grangemouth, Scotland
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719,000
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Petroleum products, chemicals
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Glasgow, Scotland
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353,000
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Petroleum products
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Belfast, Northern Ireland
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408,000
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Petroleum products
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United Kingdom Terminals
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5,683,000
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Facility
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Tank Capacity
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Primary Products Handled
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(Barrels)
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St. Eustatius, the Netherlands
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14,396,000
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Petroleum products, crude oil and feedstocks
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Amsterdam, the Netherlands
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3,834,000
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Petroleum products
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Point Tupper, Canada
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7,725,000
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Petroleum products, crude oil and feedstocks
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|
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Total Terminals and Storage Facilities
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80,911,000
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(a)
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Terminal facility also includes pipelines to U.S. government military base locations.
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(b)
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We own a 67% undivided interest in the El Paso refined product terminal. The tank capacity represents the proportionate share of capacity attributable to our ownership interest.
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(c)
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The Placedo, TX terminal is temporarily idled.
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(d)
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As of December 31, 2014, we owned 50% of this terminal through a joint venture. The tank capacity represents the proportionate share of capacity attributable to our ownership interest. On January 2, 2015, we purchased the other 50% ownership interest.
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(e)
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On January 7, 2015, we sold the Alamogordo, NM terminal and the related pipeline.
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•
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throughput volumes transported in our pipelines;
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•
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lease renewals or throughput volumes in our terminals and storage facilities;
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•
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tariff rates and fees we charge and the returns we realize for our services;
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•
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the results of our marketing, trading and hedging activities, which fluctuate depending upon the relationship between refined product prices and prices of crude oil and other feedstocks;
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demand for and supply of crude oil, refined products and anhydrous ammonia;
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the effect of worldwide energy conservation measures;
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•
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our operating costs;
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•
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weather conditions;
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domestic and foreign governmental regulations and taxes; and
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prevailing economic conditions.
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•
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our debt service requirements and restrictions on distributions contained in our current or future debt agreements;
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the sources of cash used to fund our acquisitions;
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our capital expenditures;
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•
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fluctuations in our working capital needs;
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•
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issuances of debt and equity securities; and
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adjustments in cash reserves made by our general partner, in its discretion.
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denial or delay in issuing requisite regulatory approvals and/or permits;
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unplanned increases in the cost of construction materials or labor;
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•
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disruptions in transportation of modular components and/or construction materials;
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•
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severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;
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•
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
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•
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market-related increases in a project’s debt or equity financing costs; or
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non-performance by, or disputes with, vendors, suppliers, contractors or sub-contractors involved with a project.
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•
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a material decrease in the supply or price of crude oil;
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•
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a material decrease in demand for refined products in the markets served by our pipelines and terminals;
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•
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scheduled refinery turnarounds or unscheduled refinery maintenance;
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•
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operational problems or catastrophic events at a refinery or our assets;
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•
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environmental proceedings or other litigation that compel the cessation of all or a portion of the operations at a refinery or our assets;
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•
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a decision by our current customers to redirect refined products transported in our pipelines to markets not served by our pipelines or to transport crude oil or refined products by means other than our pipelines;
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•
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increasingly stringent environmental regulations; or
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•
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a decision by our current customers to sell one or more of the refineries we serve to a purchaser that elects not to use our pipelines and terminals.
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•
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a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel and travel;
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•
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higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;
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•
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an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers;
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•
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an increase in the market price of crude oil that leads to higher refined product prices, which may reduce demand for refined products and drive demand for alternative products. Market prices for crude oil and refined products, including fuel oil, are subject to wide fluctuation in response to changes in global and regional supply that are beyond our control, and increases in the price of crude oil may result in a lower demand for refined products that we transport, store and market, including fuel oil;
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•
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a decrease in corn acres planted, which may reduce demand for anhydrous ammonia; and
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•
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the increased use of alternative fuel sources, such as battery-powered engines.
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•
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prolonged periods of low prices for crude oil and refined products, which could lead to a decrease in exploration and development activity and reduced production in markets served by our pipelines and storage terminals;
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•
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changes in the regulatory environment, governmental policies or taxation that directly or indirectly delay production or increase the cost of production of refined products; and
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•
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actions taken by foreign oil and gas producing nations that impact prices for crude oil and refined products.
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•
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the counterparties to our futures contracts fail to perform under the contracts; or
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•
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there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices received.
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•
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Our general partner is allowed to take into account the interests of parties other than us, such as NuStar GP Holdings, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to the unitholders;
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•
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Our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to unitholders. As a result of purchasing our common units, unitholders have consented to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law;
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•
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Our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional limited partner interests and reserves, each of which can affect the amount of cash that is paid to our unitholders;
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•
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Our general partner determines in its sole discretion which costs incurred by NuStar GP Holdings and its affiliates are reimbursable by us;
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•
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Our general partner may cause us to pay the general partner or its affiliates for any services rendered on terms that are fair and reasonable to us or enter into additional contractual arrangements with any of these entities on our behalf;
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•
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Our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and
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•
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In some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF COMMON UNITS
|
|
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Percentage of Distribution
|
||
Quarterly Distribution Amount per Unit
|
|
Unitholders
|
|
General Partner
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Up to $0.60
|
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98%
|
|
2%
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Above $0.60 up to $0.66
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90%
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10%
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Above $0.66
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75%
|
|
25%
|
Period
|
|
Total Number of Units Purchased
(1)
|
|
Average Price Paid per Unit
(1)
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
|
||||||
October 1 through October 31
|
|
—
|
|
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$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1 through November 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
December 1 through December 31
|
|
25,000
|
|
|
52.80
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
25,000
|
|
|
$
|
52.80
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
During the quarter ended December 31, 2014, NuStar GP, LLC, the general partner of our general partner, purchased 25,000 of our common units in the open market to satisfy NuStar GP, LLC’s obligations under its long-term incentive plans.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013 (a)
|
|
2012 (a)
|
|
2011
|
|
2010
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
3,075,118
|
|
|
$
|
3,463,732
|
|
|
$
|
5,945,736
|
|
|
$
|
6,257,629
|
|
|
$
|
4,395,083
|
|
Operating income (loss)
|
346,901
|
|
|
(19,121
|
)
|
|
(18,168
|
)
|
|
310,883
|
|
|
306,747
|
|
|||||
Income (loss) from continuing operations
|
214,169
|
|
|
(185,509
|
)
|
|
(166,001
|
)
|
|
218,674
|
|
|
243,931
|
|
|||||
Income (loss) from continuing operations per
unit applicable to limited partners
|
2.14
|
|
|
(2.89
|
)
|
|
(2.79
|
)
|
|
2.74
|
|
|
3.27
|
|
|||||
Cash distributions per unit applicable to
limited partners
|
4.380
|
|
|
4.380
|
|
|
4.380
|
|
|
4.360
|
|
|
4.280
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
3,460,732
|
|
|
$
|
3,310,653
|
|
|
$
|
3,238,460
|
|
|
$
|
3,430,468
|
|
|
$
|
3,187,457
|
|
Total assets
|
4,918,796
|
|
|
5,032,186
|
|
|
5,613,089
|
|
|
5,881,190
|
|
|
5,386,393
|
|
|||||
Long-term debt, less current portion
|
2,749,452
|
|
|
2,655,553
|
|
|
2,124,582
|
|
|
1,928,071
|
|
|
2,136,248
|
|
|||||
Total partners’ equity
|
1,716,210
|
|
|
1,903,794
|
|
|
2,584,995
|
|
|
2,864,335
|
|
|
2,702,700
|
|
(a)
|
The losses for the years ended December 31, 2013 and 2012 are mainly due to goodwill and other asset impairment charges. Please refer to Note 5 and Note 11 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for a discussion of goodwill and other asset impairments.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Trends and Outlook
|
•
|
Liquidity and Capital Resources
|
•
|
Related Party Transactions
|
•
|
Critical Accounting Policies
|
•
|
New Accounting Pronouncements
|
•
|
company-specific factors, such as facility integrity issues and maintenance requirements that impact the throughput rates of our assets;
|
•
|
seasonal factors that affect the demand for products transported by and/or stored in our assets and the demand for products we sell;
|
•
|
industry factors, such as changes in the prices of petroleum products that affect demand and operations of our competitors;
|
•
|
factors such as commodity price volatility that impact our fuels marketing segment; and
|
•
|
other factors, such as refinery utilization rates and maintenance turnaround schedules, that impact the operations of refineries served by our pipeline and storage assets.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
Statement of Income Data:
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,026,446
|
|
|
$
|
938,138
|
|
|
$
|
88,308
|
|
Product sales
|
2,048,672
|
|
|
2,525,594
|
|
|
(476,922
|
)
|
|||
Total revenues
|
3,075,118
|
|
|
3,463,732
|
|
|
(388,614
|
)
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
1,967,528
|
|
|
2,453,997
|
|
|
(486,469
|
)
|
|||
Operating expenses
|
472,925
|
|
|
454,396
|
|
|
18,529
|
|
|||
General and administrative expenses
|
96,056
|
|
|
91,086
|
|
|
4,970
|
|
|||
Depreciation and amortization expense
|
191,708
|
|
|
178,921
|
|
|
12,787
|
|
|||
Goodwill impairment loss
|
—
|
|
|
304,453
|
|
|
(304,453
|
)
|
|||
Total costs and expenses
|
2,728,217
|
|
|
3,482,853
|
|
|
(754,636
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income (loss)
|
346,901
|
|
|
(19,121
|
)
|
|
366,022
|
|
|||
Equity in earnings (loss) of joint ventures
|
4,796
|
|
|
(39,970
|
)
|
|
44,766
|
|
|||
Interest expense, net
|
(132,281
|
)
|
|
(127,119
|
)
|
|
(5,162
|
)
|
|||
Interest income from related party
|
1,055
|
|
|
6,113
|
|
|
(5,058
|
)
|
|||
Other income, net
|
4,499
|
|
|
7,341
|
|
|
(2,842
|
)
|
|||
Income (loss) from continuing operations before income tax expense
|
224,970
|
|
|
(172,756
|
)
|
|
397,726
|
|
|||
Income tax expense
|
10,801
|
|
|
12,753
|
|
|
(1,952
|
)
|
|||
Income (loss) from continuing operations
|
214,169
|
|
|
(185,509
|
)
|
|
399,678
|
|
|||
Loss from discontinued operations, net of tax
|
(3,791
|
)
|
|
(99,162
|
)
|
|
95,371
|
|
|||
Net income (loss)
|
$
|
210,378
|
|
|
$
|
(284,671
|
)
|
|
$
|
495,049
|
|
Net income (loss) per unit applicable to limited partners:
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
2.14
|
|
|
$
|
(2.89
|
)
|
|
$
|
5.03
|
|
Discontinued operations
|
(0.04
|
)
|
|
(1.11
|
)
|
|
1.07
|
|
|||
Total
|
$
|
2.10
|
|
|
$
|
(4.00
|
)
|
|
$
|
6.10
|
|
Weighted-average limited partner units outstanding
|
77,886,078
|
|
|
77,886,078
|
|
|
—
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Refined products pipelines throughput (barrels/day)
|
510,737
|
|
|
487,021
|
|
|
23,716
|
|
|||
Crude oil pipelines throughput (barrels/day)
|
437,757
|
|
|
365,749
|
|
|
72,008
|
|
|||
Total throughput (barrels/day)
|
948,494
|
|
|
852,770
|
|
|
95,724
|
|
|||
Throughput revenues
|
$
|
477,030
|
|
|
$
|
411,529
|
|
|
$
|
65,501
|
|
Operating expenses
|
154,106
|
|
|
134,365
|
|
|
19,741
|
|
|||
Depreciation and amortization expense
|
77,691
|
|
|
68,871
|
|
|
8,820
|
|
|||
Segment operating income
|
$
|
245,233
|
|
|
$
|
208,293
|
|
|
$
|
36,940
|
|
|
|
|
|
|
|
||||||
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
887,607
|
|
|
781,213
|
|
|
106,394
|
|
|||
Throughput revenues
|
$
|
123,051
|
|
|
$
|
104,553
|
|
|
$
|
18,498
|
|
Storage lease revenues
|
441,455
|
|
|
451,996
|
|
|
(10,541
|
)
|
|||
Total revenues
|
564,506
|
|
|
556,549
|
|
|
7,957
|
|
|||
Operating expenses
|
277,554
|
|
|
279,712
|
|
|
(2,158
|
)
|
|||
Depreciation and amortization expense
|
103,848
|
|
|
99,868
|
|
|
3,980
|
|
|||
Goodwill impairment loss
|
—
|
|
|
304,453
|
|
|
(304,453
|
)
|
|||
Segment operating income (loss)
|
$
|
183,104
|
|
|
$
|
(127,484
|
)
|
|
$
|
310,588
|
|
|
|
|
|
|
|
||||||
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales and other revenue
|
$
|
2,060,017
|
|
|
$
|
2,527,698
|
|
|
$
|
(467,681
|
)
|
Cost of product sales
|
1,983,339
|
|
|
2,474,612
|
|
|
(491,273
|
)
|
|||
Gross margin
|
76,678
|
|
|
53,086
|
|
|
23,592
|
|
|||
Operating expenses
|
51,857
|
|
|
53,185
|
|
|
(1,328
|
)
|
|||
Depreciation and amortization expense
|
16
|
|
|
27
|
|
|
(11
|
)
|
|||
Segment operating income (loss)
|
$
|
24,805
|
|
|
$
|
(126
|
)
|
|
$
|
24,931
|
|
|
|
|
|
|
|
||||||
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(26,435
|
)
|
|
$
|
(32,044
|
)
|
|
$
|
5,609
|
|
Cost of product sales
|
(15,811
|
)
|
|
(20,615
|
)
|
|
4,804
|
|
|||
Operating expenses
|
(10,592
|
)
|
|
(12,866
|
)
|
|
2,274
|
|
|||
Total
|
$
|
(32
|
)
|
|
$
|
1,437
|
|
|
$
|
(1,469
|
)
|
|
|
|
|
|
|
||||||
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
3,075,118
|
|
|
$
|
3,463,732
|
|
|
$
|
(388,614
|
)
|
Cost of product sales
|
1,967,528
|
|
|
2,453,997
|
|
|
(486,469
|
)
|
|||
Operating expenses
|
472,925
|
|
|
454,396
|
|
|
18,529
|
|
|||
Depreciation and amortization expense
|
181,555
|
|
|
168,766
|
|
|
12,789
|
|
|||
Goodwill impairment loss
|
—
|
|
|
304,453
|
|
|
(304,453
|
)
|
|||
Segment operating income
|
453,110
|
|
|
82,120
|
|
|
370,990
|
|
|||
General and administrative expenses
|
96,056
|
|
|
91,086
|
|
|
4,970
|
|
|||
Other depreciation and amortization expense
|
10,153
|
|
|
10,155
|
|
|
(2
|
)
|
|||
Consolidated operating income (loss)
|
$
|
346,901
|
|
|
$
|
(19,121
|
)
|
|
$
|
366,022
|
|
•
|
an increase in revenues of $39.3 million and an increase in throughputs of 61,947 barrels per day on our South Texas crude oil pipelines that serve Eagle Ford Shale production, primarily resulting from continued growth in the region and the completion of expansion projects in 2014 and the third quarter of 2013 that increased our overall capacity;
|
•
|
an increase in revenues of $9.1 million and an increase in throughputs of 26,369 barrels per day on pipelines serving the McKee refinery mainly due to increased production by the McKee refinery in 2014;
|
•
|
an increase in revenues of $7.1 million and an increase in throughputs of 2,341 barrels per day on the East Pipeline due to higher average tariffs resulting from the annual index adjustments and increased long-haul deliveries, as well as higher demand due to favorable weather conditions during 2014 compared to last year; and
|
•
|
an increase in revenues of $4.9 million and an increase in throughputs of 3,140 barrels per day on the Ammonia Pipeline mainly due to favorable weather conditions during 2014 compared to last year.
|
•
|
an $8.0 million gain in 2013 for the reduction of the contingent consideration liability recorded in association with the TexStar Asset Acquisition;
|
•
|
an increase of $6.3 million in maintenance and regulatory expenses, mainly associated with our East Pipeline and Ammonia Pipeline; and
|
•
|
an increase of $5.0 million in power costs, mainly due to the increase in throughputs on pipelines that serve Eagle Ford Shale production in South Texas and the East Pipeline.
|
•
|
an increase in revenues of $12.5 million and an increase in throughputs of 56,908 barrels per day at our Corpus Christi North Beach terminal due to an increase in Eagle Ford Shale crude oil being shipped to Corpus Christi and the completion of a new dock in the first quarter of 2014;
|
•
|
an increase in revenues of $3.0 million and an increase in throughputs of 37,822 barrels per day as a result of turnarounds and operational issues during the first quarter of 2013 at the refineries served by our Corpus Christi and Texas City crude oil storage tank facilities; and
|
•
|
an increase in revenues of $1.7 million and an increase in throughputs of 7,727 barrels per day at terminals serving the McKee refinery due to higher demand in those markets.
|
•
|
a decrease of $15.8 million at various domestic terminals, mainly as a result of reduced demand in several markets, resulting in lower throughputs and storage fees;
|
•
|
a decrease of $1.6 million at our Point Tupper, Canada terminal facility, mainly due to lower throughput and related handling fees; and
|
•
|
a decrease of $0.9 million at our St. James terminal, mainly due to the narrowing price differential on two traded crude oil grades (WTI and LLS) that reduced our profit sharing and volumes delivered to one of our unit train offloading facilities. This decrease was partially offset by increased revenues resulting from the completion of another unit train offloading facility in the fourth quarter of 2013, new contracts and rate increases.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2013
|
|
2012
|
|
Change
|
||||||
Statement of Income Data:
|
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
938,138
|
|
|
$
|
870,157
|
|
|
$
|
67,981
|
|
Product sales
|
2,525,594
|
|
|
5,075,579
|
|
|
(2,549,985
|
)
|
|||
Total revenues
|
3,463,732
|
|
|
5,945,736
|
|
|
(2,482,004
|
)
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
2,453,997
|
|
|
4,930,174
|
|
|
(2,476,177
|
)
|
|||
Operating expenses
|
454,396
|
|
|
526,145
|
|
|
(71,749
|
)
|
|||
General and administrative expenses
|
91,086
|
|
|
104,756
|
|
|
(13,670
|
)
|
|||
Depreciation and amortization expense
|
178,921
|
|
|
159,789
|
|
|
19,132
|
|
|||
Goodwill impairment loss
|
304,453
|
|
|
22,132
|
|
|
282,321
|
|
|||
Asset impairment loss
|
—
|
|
|
249,646
|
|
|
(249,646
|
)
|
|||
Gain on legal settlement
|
—
|
|
|
(28,738
|
)
|
|
28,738
|
|
|||
Total costs and expenses
|
3,482,853
|
|
|
5,963,904
|
|
|
(2,481,051
|
)
|
|||
|
|
|
|
|
|
||||||
Operating loss
|
(19,121
|
)
|
|
(18,168
|
)
|
|
(953
|
)
|
|||
Equity in loss of joint ventures
|
(39,970
|
)
|
|
(9,378
|
)
|
|
(30,592
|
)
|
|||
Interest expense, net
|
(127,119
|
)
|
|
(90,535
|
)
|
|
(36,584
|
)
|
|||
Interest income from related party
|
6,113
|
|
|
1,219
|
|
|
4,894
|
|
|||
Other income (expense), net
|
7,341
|
|
|
(24,689
|
)
|
|
32,030
|
|
|||
Loss from continuing operations before income tax expense
|
(172,756
|
)
|
|
(141,551
|
)
|
|
(31,205
|
)
|
|||
Income tax expense
|
12,753
|
|
|
24,450
|
|
|
(11,697
|
)
|
|||
Loss from continuing operations
|
(185,509
|
)
|
|
(166,001
|
)
|
|
(19,508
|
)
|
|||
Loss from discontinued operations, net of tax
|
(99,162
|
)
|
|
(61,236
|
)
|
|
(37,926
|
)
|
|||
Net loss
|
$
|
(284,671
|
)
|
|
$
|
(227,237
|
)
|
|
$
|
(57,434
|
)
|
Net loss per unit applicable to limited partners:
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
(2.89
|
)
|
|
$
|
(2.79
|
)
|
|
$
|
(0.10
|
)
|
Discontinued operations
|
(1.11
|
)
|
|
(0.82
|
)
|
|
(0.29
|
)
|
|||
Total
|
$
|
(4.00
|
)
|
|
$
|
(3.61
|
)
|
|
$
|
(0.39
|
)
|
Weighted-average limited partner units outstanding
|
77,886,078
|
|
|
72,957,417
|
|
|
4,928,661
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2013
|
|
2012
|
|
Change
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Refined products pipelines throughput (barrels/day)
|
487,021
|
|
|
498,321
|
|
|
(11,300
|
)
|
|||
Crude oil pipelines throughput (barrels/day)
|
365,749
|
|
|
345,648
|
|
|
20,101
|
|
|||
Total throughput (barrels/day)
|
852,770
|
|
|
843,969
|
|
|
8,801
|
|
|||
Throughput revenues
|
$
|
411,529
|
|
|
$
|
340,455
|
|
|
$
|
71,074
|
|
Operating expenses
|
134,365
|
|
|
128,987
|
|
|
5,378
|
|
|||
Depreciation and amortization expense
|
68,871
|
|
|
52,878
|
|
|
15,993
|
|
|||
Segment operating income
|
$
|
208,293
|
|
|
$
|
158,590
|
|
|
$
|
49,703
|
|
|
|
|
|
|
|
||||||
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
781,213
|
|
|
765,556
|
|
|
15,657
|
|
|||
Throughput revenues
|
$
|
104,553
|
|
|
$
|
95,612
|
|
|
$
|
8,941
|
|
Storage lease revenues
|
451,996
|
|
|
482,454
|
|
|
(30,458
|
)
|
|||
Total revenues
|
556,549
|
|
|
578,066
|
|
|
(21,517
|
)
|
|||
Operating expenses
|
279,712
|
|
|
288,881
|
|
|
(9,169
|
)
|
|||
Depreciation and amortization expense
|
99,868
|
|
|
88,217
|
|
|
11,651
|
|
|||
Goodwill and asset impairment loss
|
304,453
|
|
|
2,126
|
|
|
302,327
|
|
|||
Segment operating (loss) income
|
$
|
(127,484
|
)
|
|
$
|
198,842
|
|
|
$
|
(326,326
|
)
|
|
|
|
|
|
|
||||||
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales and other revenue
|
$
|
2,527,698
|
|
|
$
|
5,086,383
|
|
|
$
|
(2,558,685
|
)
|
Cost of product sales
|
2,474,612
|
|
|
4,957,100
|
|
|
(2,482,488
|
)
|
|||
Gross margin
|
53,086
|
|
|
129,283
|
|
|
(76,197
|
)
|
|||
Operating expenses
|
53,185
|
|
|
148,458
|
|
|
(95,273
|
)
|
|||
Depreciation and amortization expense
|
27
|
|
|
11,253
|
|
|
(11,226
|
)
|
|||
Goodwill and asset impairment loss
|
—
|
|
|
266,357
|
|
|
(266,357
|
)
|
|||
Segment operating loss
|
$
|
(126
|
)
|
|
$
|
(296,785
|
)
|
|
$
|
296,659
|
|
|
|
|
|
|
|
||||||
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(32,044
|
)
|
|
$
|
(59,168
|
)
|
|
$
|
27,124
|
|
Cost of product sales
|
(20,615
|
)
|
|
(26,926
|
)
|
|
6,311
|
|
|||
Operating expenses
|
(12,866
|
)
|
|
(40,181
|
)
|
|
27,315
|
|
|||
Total
|
$
|
1,437
|
|
|
$
|
7,939
|
|
|
$
|
(6,502
|
)
|
|
|
|
|
|
|
||||||
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
3,463,732
|
|
|
$
|
5,945,736
|
|
|
$
|
(2,482,004
|
)
|
Cost of product sales
|
2,453,997
|
|
|
4,930,174
|
|
|
(2,476,177
|
)
|
|||
Operating expenses
|
454,396
|
|
|
526,145
|
|
|
(71,749
|
)
|
|||
Depreciation and amortization expense
|
168,766
|
|
|
152,348
|
|
|
16,418
|
|
|||
Goodwill and asset impairment loss
|
304,453
|
|
|
268,483
|
|
|
35,970
|
|
|||
Segment operating income
|
82,120
|
|
|
68,586
|
|
|
13,534
|
|
|||
General and administrative expenses
|
91,086
|
|
|
104,756
|
|
|
(13,670
|
)
|
|||
Other depreciation and amortization expense
|
10,155
|
|
|
7,441
|
|
|
2,714
|
|
|||
Other asset impairment loss
|
—
|
|
|
3,295
|
|
|
(3,295
|
)
|
|||
Gain on legal settlement
|
—
|
|
|
(28,738
|
)
|
|
28,738
|
|
|||
Consolidated operating loss
|
$
|
(19,121
|
)
|
|
$
|
(18,168
|
)
|
|
$
|
(953
|
)
|
•
|
an increase in revenues of $57.4 million and an increase in throughputs of 49,855 barrels per day on crude oil pipelines that serve Eagle Ford Shale production in South Texas, primarily resulting from the TexStar Asset Acquisition and crude oil pipelines that were placed in service in the fourth quarter of 2012 and third quarter of 2013;
|
•
|
an increase in revenues of $6.3 million on the East Pipeline, despite lower throughputs of 2,997 barrels per day, due to higher average tariffs resulting from the annual index adjustment in July 2013 and increased long-haul deliveries;
|
•
|
an increase in revenues of $5.6 million and an increase in throughputs of 2,067 barrels per day on the North Pipeline, mainly due to the completion of an expansion project at the Mandan refinery in June 2012; and
|
•
|
an increase in revenues of $5.2 million and an increase in throughputs of 4,210 barrels per day on refined product and crude oil pipelines serving the McKee refinery resulting from increased volumes on pipelines with higher tariffs.
|
•
|
a decrease of $8.0 million resulting from the reduction of the contingent consideration liability recorded in association with the TexStar Asset Acquisition; and
|
•
|
a decrease of $3.5 million due to temporary barge rental costs in 2012 needed to transport a customer’s product in conjunction with an Eagle Ford Shale project.
|
•
|
a decrease of $26.6 million at various domestic terminals, mainly as a result of reduced demand in several markets, resulting in lower throughputs, storage fees and reimbursable revenues;
|
•
|
a decrease of $7.7 million at our UK and Amsterdam terminals, mainly due to reduced demand for storage and the effect of foreign exchange rates;
|
•
|
a decrease of $7.6 million at our St. Eustatius terminal facility, mainly due to reduced demand for storage and decreased reimbursable revenue;
|
•
|
a decrease of $6.2 million at our Corpus Christi crude storage tank facility due to the change to throughput-based fees in July 2012;
|
•
|
a decrease of $3.8 million at asphalt terminals under storage agreements with Axeon, which we entered into simultaneously with the 2012 Asphalt Sale; and
|
•
|
a decrease of $2.9 million due to the sale of five refined product terminals in April 2012.
|
•
|
a decrease of $9.0 million associated with cancelled capital projects, mainly at our St. James and St. Eustatius terminals in 2012; and
|
•
|
a decrease of $6.3 million in reimbursable expenses, mainly for tank cleanings at our Piney Point terminal and maintenance expenses at our St. Eustatius terminal. Reimbursable expenses are charged back to our customers and are offset by reimbursable revenues.
|
|
|
|
Year Ended December 31, 2012
|
|
|
||||||||||||||
|
Year Ended
December 31, 2013 |
|
Actual
|
|
Asphalt Operations
|
|
Pro Forma
|
|
Change
|
||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||
Product sales
|
$
|
2,527,698
|
|
|
$
|
5,086,383
|
|
|
$
|
1,315,986
|
|
|
$
|
3,770,397
|
|
|
$
|
(1,242,699
|
)
|
Cost of product sales
|
2,474,612
|
|
|
4,957,100
|
|
|
1,258,308
|
|
|
3,698,792
|
|
|
(1,224,180
|
)
|
|||||
Gross margin
|
53,086
|
|
|
129,283
|
|
|
57,678
|
|
|
71,605
|
|
|
(18,519
|
)
|
|||||
Operating expenses
|
53,185
|
|
|
148,458
|
|
|
89,969
|
|
|
58,489
|
|
|
(5,304
|
)
|
|||||
Depreciation and amortization expense
|
27
|
|
|
11,253
|
|
|
11,138
|
|
|
115
|
|
|
(88
|
)
|
|||||
Asset and goodwill impairment loss
|
—
|
|
|
266,357
|
|
|
266,357
|
|
|
—
|
|
|
—
|
|
|||||
Segment operating (loss) income
|
$
|
(126
|
)
|
|
$
|
(296,785
|
)
|
|
$
|
(309,786
|
)
|
|
$
|
13,001
|
|
|
$
|
(13,127
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
518,523
|
|
|
$
|
485,219
|
|
|
$
|
299,203
|
|
Investing activities
|
(340,231
|
)
|
|
(310,961
|
)
|
|
(345,800
|
)
|
|||
Financing activities
|
(188,185
|
)
|
|
(149,350
|
)
|
|
110,669
|
|
|||
Effect of foreign exchange rate changes on cash
|
(2,938
|
)
|
|
(7,767
|
)
|
|
2,033
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(12,831
|
)
|
|
$
|
17,141
|
|
|
$
|
66,105
|
|
Date Issued
|
|
Maturity Date
|
|
Amount
Outstanding
|
|
Amount of
Letter of
Credit
|
|
Amount Received from
Trustee
|
|
Amount Remaining in
Trust
|
|
Average Annual
Interest Rate
|
|||||||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|||||||||||||||
June 26, 2008
|
|
June 1, 2038
|
|
$
|
55,440
|
|
|
$
|
56,169
|
|
|
$
|
55,440
|
|
|
$
|
—
|
|
|
0.1
|
%
|
July 15, 2010
|
|
July 1, 2040
|
|
100,000
|
|
|
101,315
|
|
|
100,000
|
|
|
—
|
|
|
0.1
|
%
|
||||
October 7, 2010
|
|
October 1, 2040
|
|
50,000
|
|
|
50,658
|
|
|
35,760
|
|
|
14,240
|
|
|
0.1
|
%
|
||||
December 29, 2010
|
|
December 1, 2040
|
|
85,000
|
|
|
86,118
|
|
|
27,689
|
|
|
57,311
|
|
|
0.1
|
%
|
||||
August 29, 2011
|
|
August 1, 2041
|
|
75,000
|
|
|
75,986
|
|
|
75,000
|
|
|
—
|
|
|
0.1
|
%
|
||||
|
|
Total
|
|
$
|
365,440
|
|
|
$
|
370,246
|
|
|
$
|
293,889
|
|
|
$
|
71,551
|
|
|
|
•
|
reliability capital expenditures, such as those required to maintain equipment reliability and safety; and
|
•
|
strategic capital expenditures, such as those to expand and upgrade pipeline capacity or terminal facilities and to construct new pipelines, terminals and storage tanks. In addition, strategic capital expenditures may include acquisitions of pipelines, terminals or storage tank assets, as well as certain capital expenditures related to support functions.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
7,844
|
|
|
$
|
7,844
|
|
|
$
|
7,486
|
|
General partner incentive distribution
|
43,220
|
|
|
43,220
|
|
|
41,242
|
|
|||
Total general partner distribution
|
51,064
|
|
|
51,064
|
|
|
48,728
|
|
|||
Limited partners’ distribution
|
341,140
|
|
|
341,140
|
|
|
325,526
|
|
|||
Total cash distributions
|
$
|
392,204
|
|
|
$
|
392,204
|
|
|
$
|
374,254
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
4.380
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions (Thousands of Dollars)
|
|
Record Date
|
|
Payment Date
|
||||
December 31, 2014 (a)
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
February 9, 2015
|
|
February 13, 2015
|
September 30, 2014
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
November 10, 2014
|
|
November 14, 2014
|
June 30, 2014
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
August 6, 2014
|
|
August 11, 2014
|
March 31, 2014
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
May 7, 2014
|
|
May 12, 2014
|
(a)
|
The distribution was announced on
January 30, 2015
.
|
•
|
the Revolving Credit Agreement due October 29, 2019, with a balance of
$601.5 million
as of
December 31, 2014
;
|
•
|
7.65% senior notes due April 15, 2018 with a face value of $350.0 million; 4.80% senior notes due September 1, 2020 with a face value of $450.0 million; 6.75% senior notes due February 1, 2021 with a face value of $300.0
|
•
|
$365.4 million Gulf Opportunity Zone Revenue Bonds due from 2038 to 2041; and
|
•
|
$80.0 million line of credit agreements with
$77.0 million
outstanding as of December 31, 2014.
|
|
Standard & Poor’s
Ratings Services
|
|
Moody’s Investor
Service Inc.
|
|
Fitch, Inc.
|
|
|
|
|
|
|
Ratings
|
BB+
|
|
Ba1
|
|
BB
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
Payments Due by Period
|
|
|
|
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Long-term debt maturities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
601,496
|
|
|
$
|
1,767,940
|
|
|
$
|
2,719,436
|
|
Interest payments
|
129,861
|
|
|
129,861
|
|
|
129,861
|
|
|
121,794
|
|
|
106,213
|
|
|
1,092,595
|
|
|
1,710,185
|
|
|||||||
Operating leases
|
30,179
|
|
|
26,135
|
|
|
21,885
|
|
|
19,536
|
|
|
13,297
|
|
|
66,635
|
|
|
177,667
|
|
|||||||
Purchase obligations
|
6,294
|
|
|
3,880
|
|
|
694
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
11,084
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues
|
$
|
929
|
|
|
$
|
14,897
|
|
|
$
|
1,990
|
|
Operating expenses
|
$
|
125,736
|
|
|
$
|
122,677
|
|
|
$
|
133,654
|
|
General and administrative expenses
|
$
|
66,910
|
|
|
$
|
58,602
|
|
|
$
|
62,490
|
|
Interest income
|
$
|
1,055
|
|
|
$
|
6,113
|
|
|
$
|
1,219
|
|
Revenues included in discontinued operations, net of tax
|
$
|
528
|
|
|
$
|
3,720
|
|
|
$
|
3,390
|
|
Expenses included in discontinued operations, net of tax
|
$
|
1,680
|
|
|
$
|
6,051
|
|
|
$
|
14,328
|
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines;
|
•
|
refined product terminals, excluding our St. Eustatius and Point Tupper facilities; and
|
•
|
bunkering activity at our St. Eustatius and Point Tupper facilities.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
1,402,500
|
|
|
$
|
1,752,500
|
|
|
$
|
1,796,536
|
|
Weighted-average
interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
%
|
|
—
|
|
|
6.0
|
%
|
|
6.4
|
%
|
|
|
|||||||||
Variable rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
601,496
|
|
|
$
|
365,440
|
|
|
$
|
966,936
|
|
|
$
|
967,706
|
|
Weighted-average
interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
%
|
|
0.1
|
%
|
|
1.2
|
%
|
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
1,402,500
|
|
|
$
|
1,752,500
|
|
|
$
|
1,767,759
|
|
Weighted-average
interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
%
|
|
6.0
|
%
|
|
6.4
|
%
|
|
|
|||||||||
Variable rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
503,036
|
|
|
$
|
—
|
|
|
$
|
365,440
|
|
|
$
|
868,476
|
|
|
$
|
868,975
|
|
Weighted-average
interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
%
|
|
—
|
|
|
0.1
|
%
|
|
1.3
|
%
|
|
|
|
December 31, 2014
|
|||||||||||||
|
Contract
Volumes
|
|
Weighted Average
|
|
Fair Value of
Current
Asset (Liability)
|
|||||||||
Pay Price
|
|
Receive Price
|
|
|||||||||||
|
(Thousands
of Barrels)
|
|
|
|
|
|
(Thousands of
Dollars)
|
|||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
162
|
|
|
$
|
59.82
|
|
|
N/A
|
|
|
$
|
(1,060
|
)
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
169
|
|
|
N/A
|
|
|
$
|
59.56
|
|
|
$
|
1,064
|
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
251
|
|
|
$
|
48.86
|
|
|
N/A
|
|
|
$
|
(1,341
|
)
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
1,005
|
|
|
N/A
|
|
|
$
|
55.66
|
|
|
$
|
11,861
|
|
|
|
|
|
|
|
|
|
|
|||||||
Economic Hedges and Other Derivatives:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
24
|
|
|
$
|
75.91
|
|
|
N/A
|
|
|
$
|
26
|
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
106
|
|
|
$
|
44.97
|
|
|
N/A
|
|
|
$
|
(120
|
)
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
50
|
|
|
N/A
|
|
|
$
|
54.98
|
|
|
$
|
553
|
|
|
Forward purchase contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
812
|
|
|
$
|
65.81
|
|
|
N/A
|
|
|
$
|
(11,624
|
)
|
|
Forward sales contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
812
|
|
|
N/A
|
|
|
$
|
65.95
|
|
|
$
|
12,109
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total fair value of open positions exposed to
commodity price risk
|
|
|
|
|
|
|
$
|
11,468
|
|
|
December 31, 2013
|
|||||||||||||
|
Contract
Volumes
|
|
Weighted Average
|
|
Fair Value of
Current
Asset (Liability)
|
|||||||||
Pay Price
|
|
Receive Price
|
|
|||||||||||
|
(Thousands
of Barrels)
|
|
|
|
|
|
(Thousands of
Dollars)
|
|||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
7
|
|
|
$
|
128.38
|
|
|
N/A
|
|
|
$
|
3
|
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
40
|
|
|
N/A
|
|
|
$
|
124.50
|
|
|
$
|
(170
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Economic Hedges and Other Derivatives:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
245
|
|
|
$
|
95.67
|
|
|
N/A
|
|
|
$
|
682
|
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
179
|
|
|
N/A
|
|
|
$
|
115.09
|
|
|
$
|
(200
|
)
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
95
|
|
|
$
|
92.39
|
|
|
N/A
|
|
|
$
|
(76
|
)
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
1,377
|
|
|
N/A
|
|
|
$
|
91.18
|
|
|
$
|
(522
|
)
|
|
Forward purchase contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
1,015
|
|
|
$
|
97.79
|
|
|
N/A
|
|
|
$
|
3,171
|
|
|
Forward sales contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
1,015
|
|
|
N/A
|
|
|
$
|
98.39
|
|
|
$
|
(2,561
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Total fair value of open positions exposed to
commodity price risk
|
|
|
|
|
|
|
$
|
327
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
87,912
|
|
|
$
|
100,743
|
|
Accounts receivable, net of allowance for doubtful accounts of $7,808 and $1,224
as of December 31, 2014 and 2013, respectively
|
208,314
|
|
|
281,310
|
|
||
Receivable from related parties
|
164
|
|
|
51,084
|
|
||
Inventories
|
55,713
|
|
|
138,147
|
|
||
Other current assets
|
35,944
|
|
|
40,278
|
|
||
Assets held for sale
|
1,100
|
|
|
21,987
|
|
||
Total current assets
|
389,147
|
|
|
633,549
|
|
||
Property, plant and equipment, at cost
|
4,815,396
|
|
|
4,500,837
|
|
||
Accumulated depreciation and amortization
|
(1,354,664
|
)
|
|
(1,190,184
|
)
|
||
Property, plant and equipment, net
|
3,460,732
|
|
|
3,310,653
|
|
||
Intangible assets, net
|
58,670
|
|
|
71,249
|
|
||
Goodwill
|
617,429
|
|
|
617,429
|
|
||
Investment in joint ventures
|
74,223
|
|
|
68,735
|
|
||
Deferred income tax asset
|
4,429
|
|
|
5,769
|
|
||
Note receivable from related party, net
|
—
|
|
|
165,440
|
|
||
Other long-term assets, net
|
314,166
|
|
|
159,362
|
|
||
Total assets
|
$
|
4,918,796
|
|
|
$
|
5,032,186
|
|
Liabilities and Partners’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
162,056
|
|
|
$
|
298,751
|
|
Payable to related party
|
15,128
|
|
|
8,325
|
|
||
Short-term debt
|
77,000
|
|
|
—
|
|
||
Accrued interest payable
|
33,345
|
|
|
33,113
|
|
||
Accrued liabilities
|
61,025
|
|
|
38,632
|
|
||
Taxes other than income tax
|
14,121
|
|
|
9,745
|
|
||
Income tax payable
|
2,517
|
|
|
4,006
|
|
||
Total current liabilities
|
365,192
|
|
|
392,572
|
|
||
Long-term debt
|
2,749,452
|
|
|
2,655,553
|
|
||
Long-term payable to related party
|
33,537
|
|
|
41,139
|
|
||
Deferred income tax liability
|
27,308
|
|
|
27,350
|
|
||
Other long-term liabilities
|
27,097
|
|
|
11,778
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
Partners’ equity:
|
|
|
|
||||
Limited partners (77,886,078 common units outstanding
as of December 31, 2014 and 2013)
|
1,744,810
|
|
|
1,921,726
|
|
||
General partner
|
39,312
|
|
|
43,804
|
|
||
Accumulated other comprehensive loss
|
(67,912
|
)
|
|
(63,394
|
)
|
||
Total NuStar Energy L.P. partners’ equity
|
1,716,210
|
|
|
1,902,136
|
|
||
Noncontrolling interest
|
—
|
|
|
1,658
|
|
||
Total partners’ equity
|
1,716,210
|
|
|
1,903,794
|
|
||
Total liabilities and partners’ equity
|
$
|
4,918,796
|
|
|
$
|
5,032,186
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,026,446
|
|
|
$
|
938,138
|
|
|
$
|
870,157
|
|
Product sales
|
2,048,672
|
|
|
2,525,594
|
|
|
5,075,579
|
|
|||
Total revenues
|
3,075,118
|
|
|
3,463,732
|
|
|
5,945,736
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
1,967,528
|
|
|
2,453,997
|
|
|
4,930,174
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Third parties
|
347,189
|
|
|
331,719
|
|
|
392,491
|
|
|||
Related party
|
125,736
|
|
|
122,677
|
|
|
133,654
|
|
|||
Total operating expenses
|
472,925
|
|
|
454,396
|
|
|
526,145
|
|
|||
General and administrative expenses:
|
|
|
|
|
|
||||||
Third parties
|
29,146
|
|
|
32,484
|
|
|
42,266
|
|
|||
Related party
|
66,910
|
|
|
58,602
|
|
|
62,490
|
|
|||
Total general and administrative expenses
|
96,056
|
|
|
91,086
|
|
|
104,756
|
|
|||
Depreciation and amortization expense
|
191,708
|
|
|
178,921
|
|
|
159,789
|
|
|||
Goodwill impairment loss
|
—
|
|
|
304,453
|
|
|
22,132
|
|
|||
Asset impairment loss
|
—
|
|
|
—
|
|
|
249,646
|
|
|||
Gain on legal settlement
|
—
|
|
|
—
|
|
|
(28,738
|
)
|
|||
Total costs and expenses
|
2,728,217
|
|
|
3,482,853
|
|
|
5,963,904
|
|
|||
Operating income (loss)
|
346,901
|
|
|
(19,121
|
)
|
|
(18,168
|
)
|
|||
Equity in earnings (loss) of joint ventures
|
4,796
|
|
|
(39,970
|
)
|
|
(9,378
|
)
|
|||
Interest expense, net
|
(132,281
|
)
|
|
(127,119
|
)
|
|
(90,535
|
)
|
|||
Interest income from related party
|
1,055
|
|
|
6,113
|
|
|
1,219
|
|
|||
Other income (expense), net
|
4,499
|
|
|
7,341
|
|
|
(24,689
|
)
|
|||
Income (loss) from continuing operations before income tax expense
|
224,970
|
|
|
(172,756
|
)
|
|
(141,551
|
)
|
|||
Income tax expense
|
10,801
|
|
|
12,753
|
|
|
24,450
|
|
|||
Income (loss) from continuing operations
|
214,169
|
|
|
(185,509
|
)
|
|
(166,001
|
)
|
|||
Loss from discontinued operations, net of tax
|
(3,791
|
)
|
|
(99,162
|
)
|
|
(61,236
|
)
|
|||
Net income (loss)
|
210,378
|
|
|
(284,671
|
)
|
|
(227,237
|
)
|
|||
Less loss attributable to noncontrolling interest
|
(395
|
)
|
|
(10,901
|
)
|
|
(621
|
)
|
|||
Net income (loss) attributable to NuStar Energy L.P.
|
$
|
210,773
|
|
|
$
|
(273,770
|
)
|
|
$
|
(226,616
|
)
|
Net income (loss) per unit applicable to limited partners:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.14
|
|
|
$
|
(2.89
|
)
|
|
$
|
(2.79
|
)
|
Discontinued operations
|
(0.04
|
)
|
|
(1.11
|
)
|
|
(0.82
|
)
|
|||
Total (Note 23)
|
$
|
2.10
|
|
|
$
|
(4.00
|
)
|
|
$
|
(3.61
|
)
|
Weighted-average limited partner units outstanding
|
77,886,078
|
|
|
77,886,078
|
|
|
72,957,417
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
210,378
|
|
|
$
|
(284,671
|
)
|
|
$
|
(227,237
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of income tax expense of
$0,
$0 and $414
|
(15,614
|
)
|
|
(19,364
|
)
|
|
10,677
|
|
|||
Net unrealized gain (loss) on cash flow hedges
|
—
|
|
|
7,213
|
|
|
(94,269
|
)
|
|||
Net loss reclassified into income on cash flow hedges
|
10,663
|
|
|
7,570
|
|
|
53,232
|
|
|||
Total other comprehensive loss
|
(4,951
|
)
|
|
(4,581
|
)
|
|
(30,360
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
205,427
|
|
|
(289,252
|
)
|
|
(257,597
|
)
|
|||
Less comprehensive (loss) income attributable to noncontrolling interest
|
(828
|
)
|
|
(10,953
|
)
|
|
477
|
|
|||
Comprehensive income (loss) attributable to NuStar Energy L.P.
|
$
|
206,255
|
|
|
$
|
(278,299
|
)
|
|
$
|
(258,074
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
210,378
|
|
|
$
|
(284,671
|
)
|
|
$
|
(227,237
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
191,708
|
|
|
184,363
|
|
|
170,651
|
|
|||
Amortization of debt related items
|
8,969
|
|
|
4,329
|
|
|
(7,016
|
)
|
|||
(Gain) loss on sale or disposition of assets
|
(3,853
|
)
|
|
(7,829
|
)
|
|
26,902
|
|
|||
Asset and goodwill impairment loss
|
4,201
|
|
|
406,982
|
|
|
271,778
|
|
|||
Gain on legal settlement
|
—
|
|
|
—
|
|
|
(28,738
|
)
|
|||
Deferred income tax expense (benefit)
|
3,467
|
|
|
(6,739
|
)
|
|
1,542
|
|
|||
Equity in (earnings) loss of joint ventures
|
(4,796
|
)
|
|
39,970
|
|
|
9,378
|
|
|||
Distributions of equity in earnings of joint ventures
|
7,587
|
|
|
7,956
|
|
|
6,364
|
|
|||
Changes in current assets and current liabilities (Note 24)
|
82,418
|
|
|
112,776
|
|
|
90,247
|
|
|||
Other, net
|
18,444
|
|
|
28,082
|
|
|
(14,668
|
)
|
|||
Net cash provided by operating activities
|
518,523
|
|
|
485,219
|
|
|
299,203
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(356,965
|
)
|
|
(343,320
|
)
|
|
(410,595
|
)
|
|||
Change in accounts payable related to capital expenditures
|
4,903
|
|
|
(5,384
|
)
|
|
—
|
|
|||
Acquisitions
|
—
|
|
|
—
|
|
|
(315,810
|
)
|
|||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
(2,610
|
)
|
|||
Proceeds from sale or disposition of assets
|
26,012
|
|
|
119,006
|
|
|
478,926
|
|
|||
Increase in note receivable from related party
|
(13,328
|
)
|
|
(80,961
|
)
|
|
(95,711
|
)
|
|||
Other, net
|
(853
|
)
|
|
(302
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(340,231
|
)
|
|
(310,961
|
)
|
|
(345,800
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt borrowings
|
743,719
|
|
|
1,738,451
|
|
|
2,549,145
|
|
|||
Proceeds from short-term debt borrowings
|
574,900
|
|
|
—
|
|
|
71,880
|
|
|||
Proceeds from note offering, net of issuance costs
|
—
|
|
|
686,863
|
|
|
247,398
|
|
|||
Long-term debt repayments
|
(623,770
|
)
|
|
(2,150,743
|
)
|
|
(2,648,475
|
)
|
|||
Short-term debt repayments
|
(497,900
|
)
|
|
—
|
|
|
(71,880
|
)
|
|||
Proceeds from issuance of common units, net of issuance costs
|
—
|
|
|
—
|
|
|
336,415
|
|
|||
Contributions from general partner
|
—
|
|
|
—
|
|
|
7,121
|
|
|||
Distributions to unitholders and general partner
|
(392,204
|
)
|
|
(392,204
|
)
|
|
(365,279
|
)
|
|||
Payments for termination of interest rate swaps
|
—
|
|
|
(33,697
|
)
|
|
(5,678
|
)
|
|||
Other, net
|
7,070
|
|
|
1,980
|
|
|
(9,978
|
)
|
|||
Net cash (used in) provided by financing activities
|
(188,185
|
)
|
|
(149,350
|
)
|
|
110,669
|
|
|||
Effect of foreign exchange rate changes on cash
|
(2,938
|
)
|
|
(7,767
|
)
|
|
2,033
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(12,831
|
)
|
|
17,141
|
|
|
66,105
|
|
|||
Cash and cash equivalents as of the beginning of the period
|
100,743
|
|
|
83,602
|
|
|
17,497
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
87,912
|
|
|
$
|
100,743
|
|
|
$
|
83,602
|
|
|
Limited Partners
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total NuStar Energy L.P. Partners’ Equity
|
|
Noncontrolling Interest
|
|
Total
Partners’
Equity
|
|||||||||||||||
|
Units
|
|
Amount
|
|
||||||||||||||||||||||
Balance as of
January 1, 2012
|
70,756,078
|
|
|
$
|
2,817,069
|
|
|
$
|
62,539
|
|
|
$
|
(27,407
|
)
|
|
$
|
2,852,201
|
|
|
$
|
12,134
|
|
|
$
|
2,864,335
|
|
Net (loss) income
|
—
|
|
|
(262,502
|
)
|
|
35,886
|
|
|
—
|
|
|
(226,616
|
)
|
|
(621
|
)
|
|
(227,237
|
)
|
||||||
Other comprehensive
(loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,458
|
)
|
|
(31,458
|
)
|
|
1,098
|
|
|
(30,360
|
)
|
||||||
Cash distributions
to partners
|
—
|
|
|
(317,719
|
)
|
|
(47,560
|
)
|
|
—
|
|
|
(365,279
|
)
|
|
—
|
|
|
(365,279
|
)
|
||||||
Issuance of common
units, including
contribution from
general partner
|
7,130,000
|
|
|
336,739
|
|
|
7,121
|
|
|
—
|
|
|
343,860
|
|
|
—
|
|
|
343,860
|
|
||||||
Other
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
(324
|
)
|
||||||
Balance as of
December 31, 2012
|
77,886,078
|
|
|
2,573,263
|
|
|
57,986
|
|
|
(58,865
|
)
|
|
2,572,384
|
|
|
12,611
|
|
|
2,584,995
|
|
||||||
Net (loss) income
|
—
|
|
|
(310,652
|
)
|
|
36,882
|
|
|
—
|
|
|
(273,770
|
)
|
|
(10,901
|
)
|
|
(284,671
|
)
|
||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,529
|
)
|
|
(4,529
|
)
|
|
(52
|
)
|
|
(4,581
|
)
|
||||||
Cash distributions
to partners
|
—
|
|
|
(341,140
|
)
|
|
(51,064
|
)
|
|
—
|
|
|
(392,204
|
)
|
|
—
|
|
|
(392,204
|
)
|
||||||
Other
|
—
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
255
|
|
||||||
Balance as of
December 31, 2013
|
77,886,078
|
|
|
1,921,726
|
|
|
43,804
|
|
|
(63,394
|
)
|
|
1,902,136
|
|
|
1,658
|
|
|
1,903,794
|
|
||||||
Net income (loss)
|
—
|
|
|
164,201
|
|
|
46,572
|
|
|
—
|
|
|
210,773
|
|
|
(395
|
)
|
|
210,378
|
|
||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,518
|
)
|
|
(4,518
|
)
|
|
(433
|
)
|
|
(4,951
|
)
|
||||||
Cash distributions
to partners
|
—
|
|
|
(341,140
|
)
|
|
(51,064
|
)
|
|
—
|
|
|
(392,204
|
)
|
|
—
|
|
|
(392,204
|
)
|
||||||
Other
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(830
|
)
|
|
(807
|
)
|
||||||
Balance as of
December 31, 2014
|
77,886,078
|
|
|
$
|
1,744,810
|
|
|
$
|
39,312
|
|
|
$
|
(67,912
|
)
|
|
$
|
1,716,210
|
|
|
$
|
—
|
|
|
$
|
1,716,210
|
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines;
|
•
|
refined product terminals, excluding our St. Eustatius and Point Tupper facilities; and
|
•
|
bunkering activity at our St. Eustatius and Point Tupper facilities.
|
•
|
the term loan to Axeon (see Note 17 for additional information);
|
•
|
funds deposited with a trustee related to revenue bonds issued by the Parish of St. James associated with our St. James terminal expansion (see Note 14 for additional information on the Gulf Opportunity Zone Revenue Bonds);
|
•
|
ammonia pipeline linefill and tank heel inventory;
|
•
|
deferred financing costs amortized over the life of the related debt obligation using the effective interest method; and
|
•
|
long-term derivative assets.
|
Cash paid for the TexStar Asset Acquisition
|
$
|
315,810
|
|
Fair value of liabilities assumed
|
9,600
|
|
|
Purchase price
|
$
|
325,410
|
|
|
|
||
Accounts receivable
|
$
|
537
|
|
Property, plant and equipment
|
125,614
|
|
|
Goodwill
|
131,359
|
|
|
Intangible assets
|
67,900
|
|
|
Purchase price allocation
|
$
|
325,410
|
|
|
Year Ended
December 31, 2012
|
||
|
(Thousands of Dollars)
|
||
Property, plant and equipment, net
|
$
|
232,759
|
|
Intangible assets, net
|
6,564
|
|
|
Other long-term assets, net
|
4,902
|
|
|
Asset impairment loss
|
$
|
244,225
|
|
|
Year Ended
December 31, 2013
|
||
|
(Thousands of Dollars)
|
||
Property, plant and equipment, net
|
$
|
68,213
|
|
Intangible assets, net (customer relationships)
|
6,856
|
|
|
Goodwill
|
27,460
|
|
|
Asset impairment loss
|
$
|
102,529
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues
|
$
|
4,265
|
|
|
$
|
7,758
|
|
|
$
|
571,071
|
|
|
|
|
|
|
|
||||||
Loss before income tax expense
|
$
|
(3,791
|
)
|
|
$
|
(106,033
|
)
|
|
$
|
(63,165
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of beginning of year
|
$
|
1,224
|
|
|
$
|
808
|
|
|
$
|
2,147
|
|
Increase in allowance
|
7,649
|
|
|
1,039
|
|
|
27
|
|
|||
Accounts charged against the allowance, net of recoveries
|
(1,065
|
)
|
|
(625
|
)
|
|
(1,367
|
)
|
|||
Foreign currency translation
|
—
|
|
|
2
|
|
|
1
|
|
|||
Balance as of end of year
|
$
|
7,808
|
|
|
$
|
1,224
|
|
|
$
|
808
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
Crude oil
|
$
|
3,527
|
|
|
$
|
6,485
|
|
Finished products
|
43,206
|
|
|
123,656
|
|
||
Materials and supplies
|
8,980
|
|
|
8,006
|
|
||
Total
|
$
|
55,713
|
|
|
$
|
138,147
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
Prepaid expenses
|
$
|
16,140
|
|
|
$
|
16,487
|
|
Restricted cash
|
—
|
|
|
9,316
|
|
||
Derivative assets
|
16,362
|
|
|
4,948
|
|
||
Margin deposits
|
—
|
|
|
3,285
|
|
||
Product advances
|
2,392
|
|
|
3,076
|
|
||
Other
|
1,050
|
|
|
3,166
|
|
||
Other current assets
|
$
|
35,944
|
|
|
$
|
40,278
|
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||||
|
|
2014
|
|
2013
|
|||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||
Land
|
|
—
|
|
|
$
|
120,351
|
|
|
$
|
129,731
|
|
Land and leasehold improvements
|
5
|
-
|
40
|
|
160,283
|
|
|
142,122
|
|
||
Buildings
|
15
|
-
|
40
|
|
134,857
|
|
|
133,531
|
|
||
Pipelines, storage and terminals
|
20
|
-
|
40
|
|
3,963,134
|
|
|
3,787,499
|
|
||
Rights-of-way
|
20
|
-
|
40
|
|
160,008
|
|
|
155,833
|
|
||
Construction in progress
|
|
—
|
|
|
276,763
|
|
|
152,121
|
|
||
Total
|
|
|
|
|
4,815,396
|
|
|
4,500,837
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
|
(1,354,664
|
)
|
|
(1,190,184
|
)
|
||
Property, plant and equipment, net
|
|
|
|
|
$
|
3,460,732
|
|
|
$
|
3,310,653
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Customer relationships
|
$
|
126,566
|
|
|
$
|
(69,711
|
)
|
|
$
|
127,614
|
|
|
$
|
(58,230
|
)
|
Other
|
2,359
|
|
|
(544
|
)
|
|
2,359
|
|
|
(494
|
)
|
||||
Total
|
$
|
128,925
|
|
|
$
|
(70,255
|
)
|
|
$
|
129,973
|
|
|
$
|
(58,724
|
)
|
|
Amortization Expense
|
||
|
(Thousands of Dollars)
|
||
2015
|
$
|
9,709
|
|
2016
|
$
|
6,840
|
|
2017
|
$
|
6,840
|
|
2018
|
$
|
6,840
|
|
2019
|
$
|
6,840
|
|
|
Pipeline
|
|
Storage
|
|
Fuels
Marketing
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balances as of January 1, 2013:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
302,744
|
|
|
$
|
617,157
|
|
|
$
|
53,255
|
|
|
$
|
973,156
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
(22,132
|
)
|
|
(22,132
|
)
|
||||
Net goodwill
|
302,744
|
|
|
617,157
|
|
|
31,123
|
|
|
951,024
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Activity for the year ended December 31, 2013:
|
|
|
|
|
|
|
|
||||||||
TexStar Asset Acquisition final purchase price allocation
|
3,463
|
|
|
—
|
|
|
—
|
|
|
3,463
|
|
||||
Other (a)
|
—
|
|
|
(5,145
|
)
|
|
—
|
|
|
(5,145
|
)
|
||||
Impairment losses
|
—
|
|
|
(331,913
|
)
|
|
—
|
|
|
(331,913
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of December 31, 2013 and 2014:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
306,207
|
|
|
612,012
|
|
|
53,255
|
|
|
971,474
|
|
||||
Accumulated impairment losses
|
—
|
|
|
(331,913
|
)
|
|
(22,132
|
)
|
|
(354,045
|
)
|
||||
Net goodwill
|
$
|
306,207
|
|
|
$
|
280,099
|
|
|
$
|
31,123
|
|
|
$
|
617,429
|
|
(a)
|
Includes foreign currency translation adjustments.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
Derivative liabilities
|
$
|
4,623
|
|
|
$
|
2,233
|
|
Employee wages and benefit costs
|
32,349
|
|
|
16,698
|
|
||
Unearned income
|
10,884
|
|
|
8,225
|
|
||
TexStar Asset Acquisition contingent consideration
|
—
|
|
|
1,318
|
|
||
Other
|
13,169
|
|
|
10,158
|
|
||
Accrued liabilities
|
$
|
61,025
|
|
|
$
|
38,632
|
|
|
|
|
|
|
December 31,
|
||||||
|
Maturity
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
(Thousands of Dollars)
|
||||||
$1.5 billion revolving credit agreement
|
|
2019
|
|
|
$
|
601,496
|
|
|
$
|
503,036
|
|
4.75% senior notes
|
|
2022
|
|
|
250,000
|
|
|
250,000
|
|
||
6.75% senior notes
|
|
2021
|
|
|
300,000
|
|
|
300,000
|
|
||
4.80% senior notes
|
|
2020
|
|
|
450,000
|
|
|
450,000
|
|
||
7.65% senior notes
|
|
2018
|
|
|
350,000
|
|
|
350,000
|
|
||
7.625% subordinated notes
|
|
2043
|
|
|
402,500
|
|
|
402,500
|
|
||
Gulf Opportunity Zone revenue bonds
|
2038
|
thru
|
2041
|
|
365,440
|
|
|
365,440
|
|
||
Net fair value adjustments and unamortized discounts
|
|
N/A
|
|
|
30,016
|
|
|
34,577
|
|
||
Total long-term debt
|
|
|
|
|
$
|
2,749,452
|
|
|
$
|
2,655,553
|
|
2015 - 2017
|
$
|
—
|
|
2018
|
350,000
|
|
|
2019
|
601,496
|
|
|
Thereafter
|
1,767,940
|
|
|
Total repayments
|
2,719,436
|
|
|
Net fair value adjustments and unamortized discounts
|
30,016
|
|
|
Total long-term debt
|
$
|
2,749,452
|
|
Date Issued
|
|
Maturity Date
|
|
Amount
Outstanding
|
|
Amount of
Letter of
Credit
|
|
Amount Received from
Trustee
|
|
Amount Remaining in
Trust
|
|
Average Annual
Interest Rate
|
|||||||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|||||||||||||||
June 26, 2008
|
|
June 1, 2038
|
|
$
|
55,440
|
|
|
$
|
56,169
|
|
|
$
|
55,440
|
|
|
$
|
—
|
|
|
0.1
|
%
|
July 15, 2010
|
|
July 1, 2040
|
|
100,000
|
|
|
101,315
|
|
|
100,000
|
|
|
—
|
|
|
0.1
|
%
|
||||
October 7, 2010
|
|
October 1, 2040
|
|
50,000
|
|
|
50,658
|
|
|
35,760
|
|
|
14,240
|
|
|
0.1
|
%
|
||||
December 29, 2010
|
|
December 1, 2040
|
|
85,000
|
|
|
86,118
|
|
|
27,689
|
|
|
57,311
|
|
|
0.1
|
%
|
||||
August 29, 2011
|
|
August 1, 2041
|
|
75,000
|
|
|
75,986
|
|
|
75,000
|
|
|
—
|
|
|
0.1
|
%
|
||||
|
|
Total
|
|
$
|
365,440
|
|
|
$
|
370,246
|
|
|
$
|
293,889
|
|
|
$
|
71,551
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
Balance as of the beginning of year
|
$
|
6,233
|
|
|
$
|
13,451
|
|
Additions to accrual
|
3,292
|
|
|
3,623
|
|
||
Payments
|
(2,878
|
)
|
|
(2,940
|
)
|
||
San Antonio Refinery Sale
|
—
|
|
|
(7,910
|
)
|
||
Foreign currency translation
|
(49
|
)
|
|
9
|
|
||
Balance as of the end of year
|
$
|
6,598
|
|
|
$
|
6,233
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
Accrued liabilities
|
$
|
3,518
|
|
|
$
|
3,299
|
|
Other long-term liabilities
|
3,080
|
|
|
2,934
|
|
||
Accruals for environmental matters
|
$
|
6,598
|
|
|
$
|
6,233
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
There-
after
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Operating leases
|
$
|
30,179
|
|
|
$
|
26,135
|
|
|
$
|
21,885
|
|
|
$
|
19,536
|
|
|
$
|
13,297
|
|
|
$
|
66,635
|
|
|
$
|
177,667
|
|
Purchase obligations
|
6,294
|
|
|
3,880
|
|
|
694
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
11,084
|
|
•
|
a ten-year lease for tugs and barges utilized at our St. Eustatius facility for bunker fuel sales, with two five-year renewal options
; and
|
•
|
land leases at various terminal facilities
.
|
|
December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117
|
|
Commodity derivatives
|
11,009
|
|
|
5,353
|
|
|
—
|
|
|
16,362
|
|
||||
Total
|
$
|
11,126
|
|
|
$
|
5,353
|
|
|
$
|
—
|
|
|
$
|
16,479
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(1,388
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,388
|
)
|
Commodity derivatives
|
—
|
|
|
(4,623
|
)
|
|
—
|
|
|
(4,623
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Guarantee liability
|
—
|
|
|
—
|
|
|
(580
|
)
|
|
(580
|
)
|
||||
Total
|
$
|
(1,388
|
)
|
|
$
|
(4,623
|
)
|
|
$
|
(580
|
)
|
|
$
|
(6,591
|
)
|
|
December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
1,980
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,980
|
|
Commodity derivatives
|
—
|
|
|
4,948
|
|
|
—
|
|
|
4,948
|
|
||||
Other long-term assets, net:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
—
|
|
|
6,977
|
|
|
—
|
|
|
6,977
|
|
||||
Total
|
$
|
1,980
|
|
|
$
|
11,925
|
|
|
$
|
—
|
|
|
$
|
13,905
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(2,190
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,190
|
)
|
Commodity derivatives
|
(1,433
|
)
|
|
(800
|
)
|
|
—
|
|
|
(2,233
|
)
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
|
(1,318
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
—
|
|
|
(1,575
|
)
|
|
—
|
|
|
(1,575
|
)
|
||||
Guarantee liability
|
—
|
|
|
—
|
|
|
(1,880
|
)
|
|
(1,880
|
)
|
||||
Total
|
$
|
(3,623
|
)
|
|
$
|
(2,375
|
)
|
|
$
|
(3,198
|
)
|
|
$
|
(9,196
|
)
|
|
Year Ended
December 31, 2014
|
||
|
(Thousands of Dollars)
|
||
Beginning balance
|
$
|
3,198
|
|
Amounts settled
|
(870
|
)
|
|
Adjustment to guarantee liability
|
(1,300
|
)
|
|
Changes in fair value recorded in earnings:
|
|
||
Operating expenses
|
(448
|
)
|
|
Ending balance
|
$
|
580
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Long-term debt
|
$
|
2,764,242
|
|
|
$
|
2,749,452
|
|
|
$
|
2,636,734
|
|
|
$
|
2,655,553
|
|
Note receivable from Axeon
|
$
|
164,386
|
|
|
$
|
169,235
|
|
|
$
|
133,416
|
|
|
$
|
165,440
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
Balance Sheet Location
|
|
December 31,
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
|
|
(Thousands of Dollars)
|
||||||||||||||
Derivatives Designated as
Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
$
|
5,609
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
||||
Total
|
|
|
5,609
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Designated
as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
38,704
|
|
|
16,168
|
|
|
(27,951
|
)
|
|
(11,220
|
)
|
||||
Commodity contracts
|
Other long-term assets, net
|
|
—
|
|
|
15,883
|
|
|
—
|
|
|
(8,906
|
)
|
||||
Commodity contracts
|
Accrued liabilities
|
|
13,081
|
|
|
4,523
|
|
|
(17,704
|
)
|
|
(6,626
|
)
|
||||
Commodity contracts
|
Other long-term liabilities
|
|
—
|
|
|
5,448
|
|
|
—
|
|
|
(7,023
|
)
|
||||
Total
|
|
|
51,785
|
|
|
42,022
|
|
|
(45,655
|
)
|
|
(33,775
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Derivatives
|
|
|
$
|
57,394
|
|
|
$
|
42,022
|
|
|
$
|
(45,655
|
)
|
|
$
|
(33,905
|
)
|
|
|
December 31,
|
||||||
Commodity Contracts
|
|
2014
|
|
2013
|
||||
|
|
(Thousands of Dollars)
|
||||||
Net amounts of assets presented in the consolidated balance sheets
|
|
$
|
16,362
|
|
|
$
|
11,925
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
|
$
|
(4,623
|
)
|
|
$
|
(3,808
|
)
|
Derivatives Designated as Cash
Flow Hedging Instruments
|
|
Amount of Gain
(Loss) Recognized
in OCI on Derivative
(Effective Portion)
|
|
Income Statement
Location (a)
|
|
Amount of Gain
(Loss) Reclassified from
Accumulated OCI
into Income
(Effective Portion)
|
|
Amount of Gain (Loss)
Recognized in Income on
Derivative
(Ineffective Portion)
|
||||||
|
|
(Thousands of Dollars)
|
|
|
|
(Thousands of Dollars)
|
||||||||
Year ended December 31, 2014:
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
(10,663
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
7,213
|
|
|
Interest expense, net
|
|
$
|
(7,570
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$
|
(17,069
|
)
|
|
Interest expense, net
|
|
$
|
(1,749
|
)
|
|
$
|
—
|
|
Commodity contracts
|
|
(77,200
|
)
|
|
Loss from discontinued operations
|
|
(51,483
|
)
|
|
4,010
|
|
|||
Total
|
|
$
|
(94,269
|
)
|
|
|
|
$
|
(53,232
|
)
|
|
$
|
4,010
|
|
(a)
|
Amounts are included in specified location for both the gain (loss) reclassified from accumulated OCI into income (effective portion) and the gain (loss) recognized in income on derivative (ineffective portion).
|
Derivatives Not Designated as Hedging Instruments
|
|
Income Statement Location
|
|
Amount of Gain (Loss)
Recognized in Income
|
||
|
|
|
|
(Thousands of Dollars)
|
||
Year ended December 31, 2014:
|
|
|
|
|
||
Commodity contracts
|
|
Cost of product sales
|
|
$
|
18,407
|
|
|
|
|
|
|
||
Year ended December 31, 2013:
|
|
|
|
|
||
Commodity contracts
|
|
Cost of product sales
|
|
$
|
(5,323
|
)
|
Commodity contracts
|
|
Loss from discontinued operations
|
|
(218
|
)
|
|
Total
|
|
|
|
$
|
(5,541
|
)
|
|
|
|
|
|
||
Year ended December 31, 2012:
|
|
|
|
|
||
Commodity contracts
|
|
Revenues
|
|
$
|
(7,654
|
)
|
Commodity contracts
|
|
Cost of product sales
|
|
20,138
|
|
|
Commodity contracts
|
|
Loss from discontinued operations
|
|
6,176
|
|
|
Total
|
|
|
|
$
|
18,660
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues
|
$
|
929
|
|
|
$
|
14,897
|
|
|
$
|
1,990
|
|
Operating expenses
|
$
|
125,736
|
|
|
$
|
122,677
|
|
|
$
|
133,654
|
|
General and administrative expenses
|
$
|
66,910
|
|
|
$
|
58,602
|
|
|
$
|
62,490
|
|
Interest income
|
$
|
1,055
|
|
|
$
|
6,113
|
|
|
$
|
1,219
|
|
Revenues included in discontinued operations, net of tax
|
$
|
528
|
|
|
$
|
3,720
|
|
|
$
|
3,390
|
|
Expenses included in discontinued operations, net of tax
|
$
|
1,680
|
|
|
$
|
6,051
|
|
|
$
|
14,328
|
|
•
|
The Fourth Amended and Restated 2000 Long-Term Incentive Plan (the 2000 LTIP), under which NuStar GP, LLC may award up to
3,250,000
NS common units. Awards under the 2000 LTIP can include NS unit options, restricted units, performance awards, distribution equivalent rights (DER) and contractual rights to receive common units. As of
December 31, 2014
, NS common units that remained available to be awarded totaled
1,441,988
under the 2000 LTIP.
|
•
|
The 2006 Long-Term Incentive Plan (the 2006 LTIP) under which NuStar GP Holdings may award up to
2,000,000
NSH units to employees, consultants and directors of NuStar GP Holdings and its affiliates, including us. Awards under the 2006 LTIP can include NSH unit options, performance awards, DER, restricted units, phantom units, unit grants and unit appreciation rights. As of
December 31, 2014
, a total of
1,527,164
NSH units remained available to be awarded under the 2006 LTIP.
|
|
Year Ended December 31,
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||
|
Granted
|
|
Vesting
|
|
Granted
|
|
Vesting
|
|
Granted
|
|
Vesting
|
|||||
2000 LTIP:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Performance awards
|
28,841
|
|
|
(a)
|
|
38,786
|
|
|
(a)
|
|
33,445
|
|
|
(a)
|
||
Restricted units (b)
|
208,714
|
|
|
1/5 per year
|
|
|
269,182
|
|
|
1/5 per year
|
|
|
231,855
|
|
|
1/5 per year
|
Restricted units (grants to non-employee directors of NuStar GP, LLC)
|
7,009
|
|
|
1/3 per year
|
|
|
8,904
|
|
|
1/3 per year
|
|
|
8,170
|
|
|
1/3 per year
|
UIP:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted units (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,382
|
|
|
1/5 per year
|
2006 LTIP:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted units
|
16,895
|
|
|
1/5 per year
|
|
|
18,620
|
|
|
1/5 per year
|
|
|
25,640
|
|
|
1/5 per year
|
Restricted units (grants to non-employee directors of NuStar GP Holdings) (d)
|
8,911
|
|
|
1/3 per year
|
|
|
13,183
|
|
|
1/3 per year
|
|
|
10,601
|
|
|
1/3 per year
|
(a)
|
Performance awards vest 1/3 per year if certain performance measures are met
, as defined in the award agreements.
|
(b)
|
The 2000 LTIP restricted unit grants include
2,844
and
3,882
restricted unit awards granted to certain international employees for the years ended
December 31, 2014
and
2013
, respectively, that vest
1/3 per year
, as defined in the award agreements.
|
(c)
|
The UIP restricted unit grants include
3,392
restricted unit awards granted to certain international employees for the year ended
December 31, 2012
, that vest
1/3 per year
, as defined in the award agreements.
|
(d)
|
We do not reimburse NuStar GP, LLC for compensation expense relating to these awards.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Benefit plans
|
$
|
11,385
|
|
|
$
|
27,741
|
|
|
$
|
32,003
|
|
Long-term incentive plans
|
$
|
10,934
|
|
|
$
|
7,369
|
|
|
$
|
5,831
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Foreign exchange gains (losses)
|
$
|
2,057
|
|
|
$
|
7,707
|
|
|
$
|
(1,429
|
)
|
Gain (loss) from sale or disposition of assets
|
642
|
|
|
(524
|
)
|
|
(1,522
|
)
|
|||
Loss on deconsolidation of Axeon
|
—
|
|
|
—
|
|
|
(23,800
|
)
|
|||
Other, net
|
1,800
|
|
|
158
|
|
|
2,062
|
|
|||
Other income (expense), net
|
$
|
4,499
|
|
|
$
|
7,341
|
|
|
$
|
(24,689
|
)
|
|
Foreign
Currency
Translation
|
|
Cash Flow Hedges
|
|
Total
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of January 1, 2012
|
$
|
(3,925
|
)
|
|
$
|
(23,482
|
)
|
|
$
|
(27,407
|
)
|
Other comprehensive income (loss) before reclassifications
|
9,579
|
|
|
(94,269
|
)
|
|
(84,690
|
)
|
|||
Net loss reclassified into interest expense, net
|
—
|
|
|
1,749
|
|
|
1,749
|
|
|||
Net loss reclassified into loss from discontinued operations
|
—
|
|
|
51,483
|
|
|
51,483
|
|
|||
Other comprehensive income (loss)
|
9,579
|
|
|
(41,037
|
)
|
|
(31,458
|
)
|
|||
Balance as of December 31, 2012
|
5,654
|
|
|
(64,519
|
)
|
|
(58,865
|
)
|
|||
Other comprehensive (loss) income before reclassifications
|
(19,312
|
)
|
|
7,213
|
|
|
(12,099
|
)
|
|||
Net loss reclassified into interest expense, net
|
—
|
|
|
7,570
|
|
|
7,570
|
|
|||
Other comprehensive (loss) income
|
(19,312
|
)
|
|
14,783
|
|
|
(4,529
|
)
|
|||
Balance as of December 31, 2013
|
(13,658
|
)
|
|
(49,736
|
)
|
|
(63,394
|
)
|
|||
Other comprehensive loss before reclassifications
|
(15,181
|
)
|
|
—
|
|
|
(15,181
|
)
|
|||
Net loss reclassified into interest expense, net
|
—
|
|
|
10,663
|
|
|
10,663
|
|
|||
Other comprehensive (loss) income
|
(15,181
|
)
|
|
10,663
|
|
|
(4,518
|
)
|
|||
Balance as of December 31, 2014
|
$
|
(28,839
|
)
|
|
$
|
(39,073
|
)
|
|
$
|
(67,912
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net income (loss) attributable to NuStar Energy L.P.
|
$
|
210,773
|
|
|
$
|
(273,770
|
)
|
|
$
|
(226,616
|
)
|
Less general partner incentive distribution
|
43,220
|
|
|
43,220
|
|
|
41,242
|
|
|||
Net income (loss) after general partner incentive distribution
|
167,553
|
|
|
(316,990
|
)
|
|
(267,858
|
)
|
|||
General partner interest
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
General partner allocation of net income (loss) after general partner
incentive distribution
|
3,352
|
|
|
(6,338
|
)
|
|
(5,356
|
)
|
|||
General partner incentive distribution
|
43,220
|
|
|
43,220
|
|
|
41,242
|
|
|||
Net income applicable to general partner
|
$
|
46,572
|
|
|
$
|
36,882
|
|
|
$
|
35,886
|
|
|
|
Percentage of Distribution
|
||
Quarterly Distribution Amount per Unit
|
|
Unitholders
|
|
General Partner
|
Up to $0.60
|
|
98%
|
|
2%
|
Above $0.60 up to $0.66
|
|
90%
|
|
10%
|
Above $0.66
|
|
75%
|
|
25%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
7,844
|
|
|
$
|
7,844
|
|
|
$
|
7,486
|
|
General partner incentive distribution
|
43,220
|
|
|
43,220
|
|
|
41,242
|
|
|||
Total general partner distribution
|
51,064
|
|
|
51,064
|
|
|
48,728
|
|
|||
Limited partners’ distribution
|
341,140
|
|
|
341,140
|
|
|
325,526
|
|
|||
Total cash distributions
|
$
|
392,204
|
|
|
$
|
392,204
|
|
|
$
|
374,254
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
4.380
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions (Thousands of Dollars)
|
|
Record Date
|
|
Payment Date
|
||||
December 31, 2014 (a)
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
February 9, 2015
|
|
February 13, 2015
|
September 30, 2014
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
November 10, 2014
|
|
November 14, 2014
|
June 30, 2014
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
August 6, 2014
|
|
August 11, 2014
|
March 31, 2014
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
May 7, 2014
|
|
May 12, 2014
|
(a)
|
The distribution was announced on
January 30, 2015
.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Net income (loss) attributable to NuStar Energy L.P.
|
$
|
210,773
|
|
|
$
|
(273,770
|
)
|
|
$
|
(226,616
|
)
|
Less general partner distribution (including incentive distribution rights)
|
51,064
|
|
|
51,064
|
|
|
48,728
|
|
|||
Less limited partner distribution
|
341,140
|
|
|
341,140
|
|
|
325,526
|
|
|||
Distributions greater than earnings
|
$
|
(181,431
|
)
|
|
$
|
(665,974
|
)
|
|
$
|
(600,870
|
)
|
|
|
|
|
|
|
||||||
General partner earnings:
|
|
|
|
|
|
||||||
Distributions
|
$
|
51,064
|
|
|
$
|
51,064
|
|
|
$
|
48,728
|
|
Allocation of distributions greater than earnings (2%)
|
(3,630
|
)
|
|
(13,318
|
)
|
|
(12,019
|
)
|
|||
Total
|
$
|
47,434
|
|
|
$
|
37,746
|
|
|
$
|
36,709
|
|
|
|
|
|
|
|
||||||
Limited partner earnings:
|
|
|
|
|
|
||||||
Distributions
|
$
|
341,140
|
|
|
$
|
341,140
|
|
|
$
|
325,526
|
|
Allocation of distributions greater than earnings (98%)
|
(177,801
|
)
|
|
(652,656
|
)
|
|
(588,851
|
)
|
|||
Total
|
$
|
163,339
|
|
|
$
|
(311,516
|
)
|
|
$
|
(263,325
|
)
|
|
|
|
|
|
|
||||||
Weighted-average limited partner units outstanding
|
77,886,078
|
|
|
77,886,078
|
|
|
72,957,417
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per unit applicable to limited partners
|
$
|
2.10
|
|
|
$
|
(4.00
|
)
|
|
$
|
(3.61
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
72,298
|
|
|
$
|
107,209
|
|
|
$
|
160,435
|
|
Receivable from related parties
|
50,918
|
|
|
58,692
|
|
|
(113,018
|
)
|
|||
Inventories
|
82,075
|
|
|
31,975
|
|
|
112,589
|
|
|||
Income tax receivable
|
(24
|
)
|
|
414
|
|
|
2,921
|
|
|||
Other current assets
|
3,809
|
|
|
25,725
|
|
|
(26,050
|
)
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
(153,671
|
)
|
|
(96,330
|
)
|
|
(43,451
|
)
|
|||
Payable to related party
|
837
|
|
|
6,922
|
|
|
(5,339
|
)
|
|||
Accrued interest payable
|
303
|
|
|
9,370
|
|
|
(6,092
|
)
|
|||
Accrued liabilities
|
22,980
|
|
|
(32,452
|
)
|
|
11,259
|
|
|||
Taxes other than income tax
|
4,341
|
|
|
(87
|
)
|
|
(2,444
|
)
|
|||
Income tax payable
|
(1,448
|
)
|
|
1,338
|
|
|
(563
|
)
|
|||
Changes in current assets and current liabilities
|
$
|
82,418
|
|
|
$
|
112,776
|
|
|
$
|
90,247
|
|
•
|
the changes in assets held for sale being reflected in the line items to which the changes relate in the table above;
|
•
|
current assets and current liabilities acquired and disposed during the period;
|
•
|
the change in the amount accrued for capital expenditures; and
|
•
|
the effect of foreign currency translation.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest, net of amount capitalized
|
$
|
129,377
|
|
|
$
|
113,805
|
|
|
$
|
110,679
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
6,699
|
|
|
$
|
11,386
|
|
|
$
|
21,032
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
(182
|
)
|
|
$
|
3,098
|
|
|
$
|
4,416
|
|
Foreign
|
7,516
|
|
|
9,273
|
|
|
16,480
|
|
|||
Total current
|
7,334
|
|
|
12,371
|
|
|
20,896
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
1,889
|
|
|
1,687
|
|
|
7,494
|
|
|||
Foreign
|
1,578
|
|
|
(1,305
|
)
|
|
(3,940
|
)
|
|||
Total deferred
|
3,467
|
|
|
382
|
|
|
3,554
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
10,801
|
|
|
$
|
12,753
|
|
|
$
|
24,450
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
35,698
|
|
|
$
|
28,945
|
|
Environmental and legal reserves
|
664
|
|
|
433
|
|
||
Allowance for bad debt
|
1,261
|
|
|
—
|
|
||
Other
|
1,827
|
|
|
1,772
|
|
||
Total deferred income tax assets
|
39,450
|
|
|
31,150
|
|
||
Less: Valuation allowance
|
(14,532
|
)
|
|
(12,237
|
)
|
||
Net deferred income tax assets
|
24,918
|
|
|
18,913
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(47,797
|
)
|
|
(40,494
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(22,879
|
)
|
|
$
|
(21,581
|
)
|
|
|
|
|
||||
Reported on the consolidated balance sheets as:
|
|
|
|
||||
Deferred income tax asset
|
$
|
4,429
|
|
|
$
|
5,769
|
|
Deferred income tax liability
|
(27,308
|
)
|
|
(27,350
|
)
|
||
Net deferred income tax liability
|
$
|
(22,879
|
)
|
|
$
|
(21,581
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Third parties
|
$
|
477,030
|
|
|
$
|
411,529
|
|
|
$
|
340,455
|
|
Storage:
|
|
|
|
|
|
||||||
Third parties
|
537,142
|
|
|
518,253
|
|
|
517,699
|
|
|||
Intersegment
|
26,435
|
|
|
32,044
|
|
|
59,168
|
|
|||
Related party
|
929
|
|
|
6,252
|
|
|
1,199
|
|
|||
Total storage
|
564,506
|
|
|
556,549
|
|
|
578,066
|
|
|||
Fuels marketing:
|
|
|
|
|
|
||||||
Third parties
|
2,060,017
|
|
|
2,519,053
|
|
|
5,085,592
|
|
|||
Related party
|
—
|
|
|
8,645
|
|
|
791
|
|
|||
Total fuels marketing
|
2,060,017
|
|
|
2,527,698
|
|
|
5,086,383
|
|
|||
Consolidation and intersegment eliminations
|
(26,435
|
)
|
|
(32,044
|
)
|
|
(59,168
|
)
|
|||
Total revenues
|
$
|
3,075,118
|
|
|
$
|
3,463,732
|
|
|
$
|
5,945,736
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
77,691
|
|
|
$
|
68,871
|
|
|
$
|
52,878
|
|
Storage
|
103,848
|
|
|
99,868
|
|
|
88,217
|
|
|||
Fuels marketing
|
16
|
|
|
27
|
|
|
11,253
|
|
|||
Total segment depreciation and amortization expense
|
181,555
|
|
|
168,766
|
|
|
152,348
|
|
|||
Other depreciation and amortization expense
|
10,153
|
|
|
10,155
|
|
|
7,441
|
|
|||
Total depreciation and amortization expense
|
$
|
191,708
|
|
|
$
|
178,921
|
|
|
$
|
159,789
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
Pipeline
|
$
|
245,233
|
|
|
$
|
208,293
|
|
|
$
|
158,590
|
|
Storage
|
183,104
|
|
|
(127,484
|
)
|
|
198,842
|
|
|||
Fuels marketing
|
24,805
|
|
|
(126
|
)
|
|
(296,785
|
)
|
|||
Consolidation and intersegment eliminations
|
(32
|
)
|
|
1,437
|
|
|
7,939
|
|
|||
Total segment operating income
|
453,110
|
|
|
82,120
|
|
|
68,586
|
|
|||
Less general and administrative expenses
|
96,056
|
|
|
91,086
|
|
|
104,756
|
|
|||
Less other depreciation and amortization expense
|
10,153
|
|
|
10,155
|
|
|
7,441
|
|
|||
Other asset impairment loss
|
—
|
|
|
—
|
|
|
3,295
|
|
|||
Gain on legal settlement
|
—
|
|
|
—
|
|
|
(28,738
|
)
|
|||
Total operating income (loss)
|
$
|
346,901
|
|
|
$
|
(19,121
|
)
|
|
$
|
(18,168
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
United States
|
$
|
2,276,609
|
|
|
$
|
2,340,694
|
|
|
$
|
4,230,607
|
|
Netherlands
|
705,207
|
|
|
1,027,260
|
|
|
1,438,297
|
|
|||
Other
|
93,302
|
|
|
95,778
|
|
|
276,832
|
|
|||
Consolidated revenues
|
$
|
3,075,118
|
|
|
$
|
3,463,732
|
|
|
$
|
5,945,736
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
United States
|
$
|
2,809,462
|
|
|
$
|
2,635,792
|
|
Netherlands
|
451,564
|
|
|
467,660
|
|
||
Other
|
199,706
|
|
|
207,201
|
|
||
Consolidated long-lived assets
|
$
|
3,460,732
|
|
|
$
|
3,310,653
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Thousands of Dollars)
|
||||||
Pipeline
|
$
|
1,962,821
|
|
|
$
|
1,797,698
|
|
Storage
|
2,241,573
|
|
|
2,275,183
|
|
||
Fuels marketing
|
227,642
|
|
|
445,882
|
|
||
Total segment assets
|
4,432,036
|
|
|
4,518,763
|
|
||
Other partnership assets
|
486,760
|
|
|
513,423
|
|
||
Total consolidated assets
|
$
|
4,918,796
|
|
|
$
|
5,032,186
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Pipeline
|
$
|
244,713
|
|
|
$
|
165,096
|
|
|
$
|
493,028
|
|
Storage
|
108,457
|
|
|
170,637
|
|
|
161,672
|
|
|||
Fuels marketing
|
—
|
|
|
69
|
|
|
20,333
|
|
|||
Other partnership assets
|
3,795
|
|
|
7,518
|
|
|
53,982
|
|
|||
Total capital expenditures
|
$
|
356,965
|
|
|
$
|
343,320
|
|
|
$
|
729,015
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
923
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
86,983
|
|
|
$
|
—
|
|
|
$
|
87,912
|
|
Receivables, net
|
—
|
|
|
47,038
|
|
|
18,347
|
|
|
143,093
|
|
|
—
|
|
|
208,478
|
|
||||||
Inventories
|
—
|
|
|
1,998
|
|
|
3,768
|
|
|
49,989
|
|
|
(42
|
)
|
|
55,713
|
|
||||||
Other current assets
|
—
|
|
|
10,403
|
|
|
418
|
|
|
25,239
|
|
|
(116
|
)
|
|
35,944
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|
—
|
|
|
1,100
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,438,675
|
|
|
—
|
|
|
—
|
|
|
(1,438,675
|
)
|
|
—
|
|
||||||
Total current assets
|
923
|
|
|
1,498,120
|
|
|
22,533
|
|
|
306,404
|
|
|
(1,438,833
|
)
|
|
389,147
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,820,126
|
|
|
559,808
|
|
|
1,080,798
|
|
|
—
|
|
|
3,460,732
|
|
||||||
Intangible assets, net
|
—
|
|
|
55,801
|
|
|
—
|
|
|
2,869
|
|
|
—
|
|
|
58,670
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
297,324
|
|
|
—
|
|
|
617,429
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,289,673
|
|
|
37,179
|
|
|
910,394
|
|
|
913,343
|
|
|
(4,150,589
|
)
|
|
—
|
|
||||||
Investment in joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
74,223
|
|
|
—
|
|
|
74,223
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
4,429
|
|
|
—
|
|
|
4,429
|
|
||||||
Other long-term assets, net
|
673
|
|
|
279,058
|
|
|
26,329
|
|
|
8,106
|
|
|
—
|
|
|
314,166
|
|
||||||
Total assets
|
$
|
2,291,269
|
|
|
$
|
3,839,737
|
|
|
$
|
1,689,716
|
|
|
$
|
2,687,496
|
|
|
$
|
(5,589,422
|
)
|
|
$
|
4,918,796
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables
|
$
|
—
|
|
|
$
|
60,687
|
|
|
$
|
8,211
|
|
|
$
|
108,286
|
|
|
$
|
—
|
|
|
$
|
177,184
|
|
Short-term debt
|
—
|
|
|
77,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
33,340
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
33,345
|
|
||||||
Accrued liabilities
|
862
|
|
|
32,178
|
|
|
6,965
|
|
|
21,020
|
|
|
—
|
|
|
61,025
|
|
||||||
Taxes other than income tax
|
125
|
|
|
7,896
|
|
|
3,099
|
|
|
3,001
|
|
|
—
|
|
|
14,121
|
|
||||||
Income tax payable
|
—
|
|
|
—
|
|
|
4
|
|
|
2,629
|
|
|
(116
|
)
|
|
2,517
|
|
||||||
Intercompany payable
|
506,160
|
|
|
—
|
|
|
751,023
|
|
|
181,492
|
|
|
(1,438,675
|
)
|
|
—
|
|
||||||
Total current liabilities
|
507,147
|
|
|
211,101
|
|
|
769,302
|
|
|
316,433
|
|
|
(1,438,791
|
)
|
|
365,192
|
|
||||||
Long-term debt
|
—
|
|
|
2,749,452
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,749,452
|
|
||||||
Long-term payable to related party
|
—
|
|
|
28,094
|
|
|
—
|
|
|
5,443
|
|
|
—
|
|
|
33,537
|
|
||||||
Deferred income tax liability
|
—
|
|
|
528
|
|
|
22
|
|
|
26,758
|
|
|
—
|
|
|
27,308
|
|
||||||
Other long-term liabilities
|
—
|
|
|
13,681
|
|
|
6,963
|
|
|
6,453
|
|
|
—
|
|
|
27,097
|
|
||||||
Total partners’ equity
|
1,784,122
|
|
|
836,881
|
|
|
913,429
|
|
|
2,332,409
|
|
|
(4,150,631
|
)
|
|
1,716,210
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
2,291,269
|
|
|
$
|
3,839,737
|
|
|
$
|
1,689,716
|
|
|
$
|
2,687,496
|
|
|
$
|
(5,589,422
|
)
|
|
$
|
4,918,796
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
904
|
|
|
$
|
22,307
|
|
|
$
|
—
|
|
|
$
|
77,532
|
|
|
$
|
—
|
|
|
$
|
100,743
|
|
Receivables, net
|
—
|
|
|
87,899
|
|
|
13,281
|
|
|
231,220
|
|
|
(6
|
)
|
|
332,394
|
|
||||||
Inventories
|
—
|
|
|
2,083
|
|
|
2,879
|
|
|
133,195
|
|
|
(10
|
)
|
|
138,147
|
|
||||||
Other current assets
|
—
|
|
|
18,109
|
|
|
2,334
|
|
|
19,835
|
|
|
—
|
|
|
40,278
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
21,987
|
|
|
—
|
|
|
21,987
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,521,552
|
|
|
—
|
|
|
—
|
|
|
(1,521,552
|
)
|
|
—
|
|
||||||
Total current assets
|
904
|
|
|
1,651,950
|
|
|
18,494
|
|
|
483,769
|
|
|
(1,521,568
|
)
|
|
633,549
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,556,893
|
|
|
573,694
|
|
|
1,180,066
|
|
|
—
|
|
|
3,310,653
|
|
||||||
Intangible assets, net
|
—
|
|
|
16,993
|
|
|
—
|
|
|
54,256
|
|
|
—
|
|
|
71,249
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
297,324
|
|
|
—
|
|
|
617,429
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,469,331
|
|
|
177,961
|
|
|
860,787
|
|
|
918,339
|
|
|
(4,426,418
|
)
|
|
—
|
|
||||||
Investment in joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
68,735
|
|
|
—
|
|
|
68,735
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
5,769
|
|
|
—
|
|
|
5,769
|
|
||||||
Note receivable from related
party, net
|
—
|
|
|
165,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,440
|
|
||||||
Other long-term assets, net
|
611
|
|
|
118,254
|
|
|
26,331
|
|
|
14,166
|
|
|
—
|
|
|
159,362
|
|
||||||
Total assets
|
$
|
2,470,846
|
|
|
$
|
3,836,944
|
|
|
$
|
1,649,958
|
|
|
$
|
3,022,424
|
|
|
$
|
(5,947,986
|
)
|
|
$
|
5,032,186
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables
|
$
|
123
|
|
|
$
|
84,533
|
|
|
$
|
7,517
|
|
|
$
|
214,909
|
|
|
$
|
(6
|
)
|
|
$
|
307,076
|
|
Accrued interest payable
|
—
|
|
|
33,066
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
33,113
|
|
||||||
Accrued liabilities
|
585
|
|
|
18,850
|
|
|
6,133
|
|
|
13,064
|
|
|
—
|
|
|
38,632
|
|
||||||
Taxes other than income tax
|
125
|
|
|
6,272
|
|
|
2,873
|
|
|
475
|
|
|
—
|
|
|
9,745
|
|
||||||
Income tax payable
|
—
|
|
|
618
|
|
|
6
|
|
|
3,382
|
|
|
—
|
|
|
4,006
|
|
||||||
Intercompany payable
|
504,483
|
|
|
—
|
|
|
714,847
|
|
|
302,222
|
|
|
(1,521,552
|
)
|
|
—
|
|
||||||
Total current liabilities
|
505,316
|
|
|
143,339
|
|
|
731,376
|
|
|
534,099
|
|
|
(1,521,558
|
)
|
|
392,572
|
|
||||||
Long-term debt
|
—
|
|
|
2,655,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,655,553
|
|
||||||
Long-term payable to related party
|
—
|
|
|
35,696
|
|
|
—
|
|
|
5,443
|
|
|
—
|
|
|
41,139
|
|
||||||
Deferred income tax liability
|
—
|
|
|
—
|
|
|
—
|
|
|
27,350
|
|
|
—
|
|
|
27,350
|
|
||||||
Other long-term liabilities
|
—
|
|
|
4,961
|
|
|
306
|
|
|
6,511
|
|
|
—
|
|
|
11,778
|
|
||||||
Total partners’ equity
|
1,965,530
|
|
|
997,395
|
|
|
918,276
|
|
|
2,449,021
|
|
|
(4,426,428
|
)
|
|
1,903,794
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
2,470,846
|
|
|
$
|
3,836,944
|
|
|
$
|
1,649,958
|
|
|
$
|
3,022,424
|
|
|
$
|
(5,947,986
|
)
|
|
$
|
5,032,186
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
510,833
|
|
|
$
|
229,211
|
|
|
$
|
2,344,750
|
|
|
$
|
(9,676
|
)
|
|
$
|
3,075,118
|
|
Costs and expenses
|
1,753
|
|
|
287,614
|
|
|
149,955
|
|
|
2,298,540
|
|
|
(9,645
|
)
|
|
2,728,217
|
|
||||||
Operating (loss) income
|
(1,753
|
)
|
|
223,219
|
|
|
79,256
|
|
|
46,210
|
|
|
(31
|
)
|
|
346,901
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
212,527
|
|
|
(12,798
|
)
|
|
62,946
|
|
|
142,238
|
|
|
(404,913
|
)
|
|
—
|
|
||||||
Equity in (loss) earnings of
joint ventures
|
—
|
|
|
(8,278
|
)
|
|
—
|
|
|
13,074
|
|
|
—
|
|
|
4,796
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(132,274
|
)
|
|
89
|
|
|
959
|
|
|
—
|
|
|
(131,226
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
511
|
|
|
(37
|
)
|
|
4,025
|
|
|
—
|
|
|
4,499
|
|
||||||
Income from continuing
operations before income
tax expense
|
210,774
|
|
|
70,380
|
|
|
142,254
|
|
|
206,506
|
|
|
(404,944
|
)
|
|
224,970
|
|
||||||
Income tax expense
|
1
|
|
|
5
|
|
|
23
|
|
|
10,772
|
|
|
—
|
|
|
10,801
|
|
||||||
Income from continuing
operations
|
210,773
|
|
|
70,375
|
|
|
142,231
|
|
|
195,734
|
|
|
(404,944
|
)
|
|
214,169
|
|
||||||
Loss from discontinued
operations, net of tax
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(3,622
|
)
|
|
—
|
|
|
(3,791
|
)
|
||||||
Net income
|
210,773
|
|
|
70,206
|
|
|
142,231
|
|
|
192,112
|
|
|
(404,944
|
)
|
|
210,378
|
|
||||||
Less net loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(395
|
)
|
|
—
|
|
|
(395
|
)
|
||||||
Net income attributable to
NuStar Energy L.P.
|
$
|
210,773
|
|
|
$
|
70,206
|
|
|
$
|
142,231
|
|
|
$
|
192,507
|
|
|
$
|
(404,944
|
)
|
|
$
|
210,773
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
415,128
|
|
|
$
|
218,591
|
|
|
$
|
2,864,160
|
|
|
$
|
(34,147
|
)
|
|
$
|
3,463,732
|
|
Costs and expenses
|
1,908
|
|
|
242,743
|
|
|
147,117
|
|
|
3,125,253
|
|
|
(34,168
|
)
|
|
3,482,853
|
|
||||||
Operating (loss) income
|
(1,908
|
)
|
|
172,385
|
|
|
71,474
|
|
|
(261,093
|
)
|
|
21
|
|
|
(19,121
|
)
|
||||||
Equity in (loss) earnings
of subsidiaries
|
(271,862
|
)
|
|
16,531
|
|
|
(347,808
|
)
|
|
(281,327
|
)
|
|
884,466
|
|
|
—
|
|
||||||
Equity in (loss) earnings of
joint ventures
|
—
|
|
|
(49,599
|
)
|
|
—
|
|
|
9,629
|
|
|
—
|
|
|
(39,970
|
)
|
||||||
Interest (expense) income, net
|
—
|
|
|
(116,624
|
)
|
|
(4,851
|
)
|
|
469
|
|
|
—
|
|
|
(121,006
|
)
|
||||||
Other (expense) income, net
|
—
|
|
|
(115
|
)
|
|
(127
|
)
|
|
7,583
|
|
|
—
|
|
|
7,341
|
|
||||||
(Loss) income from continuing
operations before income
tax expense
|
(273,770
|
)
|
|
22,578
|
|
|
(281,312
|
)
|
|
(524,739
|
)
|
|
884,487
|
|
|
(172,756
|
)
|
||||||
Income tax expense
|
—
|
|
|
579
|
|
|
8
|
|
|
12,166
|
|
|
—
|
|
|
12,753
|
|
||||||
(Loss) income from continuing
operations
|
(273,770
|
)
|
|
21,999
|
|
|
(281,320
|
)
|
|
(536,905
|
)
|
|
884,487
|
|
|
(185,509
|
)
|
||||||
Loss from discontinued
operations, net of tax
|
—
|
|
|
(12,317
|
)
|
|
—
|
|
|
(86,845
|
)
|
|
—
|
|
|
(99,162
|
)
|
||||||
Net (loss) income
|
(273,770
|
)
|
|
9,682
|
|
|
(281,320
|
)
|
|
(623,750
|
)
|
|
884,487
|
|
|
(284,671
|
)
|
||||||
Less net loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,901
|
)
|
|
—
|
|
|
(10,901
|
)
|
||||||
Net (loss) income attributable to
NuStar Energy L.P.
|
$
|
(273,770
|
)
|
|
$
|
9,682
|
|
|
$
|
(281,320
|
)
|
|
$
|
(612,849
|
)
|
|
$
|
884,487
|
|
|
$
|
(273,770
|
)
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
362,451
|
|
|
$
|
210,712
|
|
|
$
|
5,397,626
|
|
|
$
|
(25,053
|
)
|
|
$
|
5,945,736
|
|
Costs and expenses
|
1,699
|
|
|
216,159
|
|
|
151,185
|
|
|
5,620,326
|
|
|
(25,465
|
)
|
|
5,963,904
|
|
||||||
Operating (loss) income
|
(1,699
|
)
|
|
146,292
|
|
|
59,527
|
|
|
(222,700
|
)
|
|
412
|
|
|
(18,168
|
)
|
||||||
Equity in (loss) earnings
of subsidiaries
|
(224,917
|
)
|
|
(361,830
|
)
|
|
65,505
|
|
|
112,818
|
|
|
408,424
|
|
|
—
|
|
||||||
Equity in (loss) earnings of
joint ventures
|
—
|
|
|
(16,117
|
)
|
|
—
|
|
|
6,739
|
|
|
—
|
|
|
(9,378
|
)
|
||||||
Interest expense, net
|
—
|
|
|
(76,311
|
)
|
|
(12,546
|
)
|
|
(459
|
)
|
|
—
|
|
|
(89,316
|
)
|
||||||
Other (expense) income, net
|
—
|
|
|
(26,596
|
)
|
|
1,679
|
|
|
228
|
|
|
—
|
|
|
(24,689
|
)
|
||||||
(Loss) income from continuing
operations before income
tax expense
|
(226,616
|
)
|
|
(334,562
|
)
|
|
114,165
|
|
|
(103,374
|
)
|
|
408,836
|
|
|
(141,551
|
)
|
||||||
Income tax expense
|
—
|
|
|
255
|
|
|
1,329
|
|
|
22,866
|
|
|
—
|
|
|
24,450
|
|
||||||
(Loss) income from continuing
operations
|
(226,616
|
)
|
|
(334,817
|
)
|
|
112,836
|
|
|
(126,240
|
)
|
|
408,836
|
|
|
(166,001
|
)
|
||||||
Loss from discontinued
operations, net of tax
|
—
|
|
|
(2,085
|
)
|
|
—
|
|
|
(58,765
|
)
|
|
(386
|
)
|
|
(61,236
|
)
|
||||||
Net (loss) income
|
(226,616
|
)
|
|
(336,902
|
)
|
|
112,836
|
|
|
(185,005
|
)
|
|
408,450
|
|
|
(227,237
|
)
|
||||||
Less net loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
|
(621
|
)
|
||||||
Net (loss) income attributable to
NuStar Energy L.P.
|
$
|
(226,616
|
)
|
|
$
|
(336,902
|
)
|
|
$
|
112,836
|
|
|
$
|
(184,384
|
)
|
|
$
|
408,450
|
|
|
$
|
(226,616
|
)
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income
|
$
|
210,773
|
|
|
$
|
70,206
|
|
|
$
|
142,231
|
|
|
$
|
192,112
|
|
|
$
|
(404,944
|
)
|
|
$
|
210,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
3,723
|
|
|
—
|
|
|
(19,337
|
)
|
|
—
|
|
|
(15,614
|
)
|
||||||
Net loss reclassified into
income on cash flow hedges
|
—
|
|
|
10,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,663
|
|
||||||
Total other comprehensive income
(loss)
|
—
|
|
|
14,386
|
|
|
—
|
|
|
(19,337
|
)
|
|
—
|
|
|
(4,951
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
210,773
|
|
|
84,592
|
|
|
142,231
|
|
|
172,775
|
|
|
(404,944
|
)
|
|
205,427
|
|
||||||
Less comprehensive loss
attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(828
|
)
|
|
—
|
|
|
(828
|
)
|
||||||
Comprehensive income
attributable to NuStar Energy L.P.
|
$
|
210,773
|
|
|
$
|
84,592
|
|
|
$
|
142,231
|
|
|
$
|
173,603
|
|
|
$
|
(404,944
|
)
|
|
$
|
206,255
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net (loss) income
|
$
|
(273,770
|
)
|
|
$
|
9,682
|
|
|
$
|
(281,320
|
)
|
|
$
|
(623,750
|
)
|
|
$
|
884,487
|
|
|
$
|
(284,671
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
(3,090
|
)
|
|
—
|
|
|
(16,274
|
)
|
|
—
|
|
|
(19,364
|
)
|
||||||
Net unrealized gain on cash
flow hedges
|
—
|
|
|
7,213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,213
|
|
||||||
Net loss reclassified into
income on cash flow hedges
|
—
|
|
|
7,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,570
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
11,693
|
|
|
—
|
|
|
(16,274
|
)
|
|
—
|
|
|
(4,581
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive (loss) income
|
(273,770
|
)
|
|
21,375
|
|
|
(281,320
|
)
|
|
(640,024
|
)
|
|
884,487
|
|
|
(289,252
|
)
|
||||||
Less comprehensive loss
attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,953
|
)
|
|
—
|
|
|
(10,953
|
)
|
||||||
Comprehensive (loss) income
attributable to NuStar Energy L.P.
|
$
|
(273,770
|
)
|
|
$
|
21,375
|
|
|
$
|
(281,320
|
)
|
|
$
|
(629,071
|
)
|
|
$
|
884,487
|
|
|
$
|
(278,299
|
)
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net (loss) income
|
$
|
(226,616
|
)
|
|
$
|
(336,902
|
)
|
|
$
|
112,836
|
|
|
$
|
(185,005
|
)
|
|
$
|
408,450
|
|
|
$
|
(227,237
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
10,677
|
|
|
—
|
|
|
10,677
|
|
||||||
Net unrealized loss on cash
flow hedges
|
—
|
|
|
(17,069
|
)
|
|
—
|
|
|
(77,200
|
)
|
|
—
|
|
|
(94,269
|
)
|
||||||
Net loss reclassified into
income on cash flow hedges
|
—
|
|
|
1,749
|
|
|
—
|
|
|
51,483
|
|
|
—
|
|
|
53,232
|
|
||||||
Total other comprehensive loss
|
—
|
|
|
(15,320
|
)
|
|
—
|
|
|
(15,040
|
)
|
|
—
|
|
|
(30,360
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive (loss) income
|
(226,616
|
)
|
|
(352,222
|
)
|
|
112,836
|
|
|
(200,045
|
)
|
|
408,450
|
|
|
(257,597
|
)
|
||||||
Less comprehensive income
attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
477
|
|
|
—
|
|
|
477
|
|
||||||
Comprehensive (loss) income
attributable to NuStar Energy L.P.
|
$
|
(226,616
|
)
|
|
$
|
(352,222
|
)
|
|
$
|
112,836
|
|
|
$
|
(200,522
|
)
|
|
$
|
408,450
|
|
|
$
|
(258,074
|
)
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
390,543
|
|
|
$
|
221,422
|
|
|
$
|
111,931
|
|
|
$
|
333,936
|
|
|
$
|
(539,309
|
)
|
|
$
|
518,523
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(273,785
|
)
|
|
(14,625
|
)
|
|
(68,555
|
)
|
|
—
|
|
|
(356,965
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
8,741
|
|
|
789
|
|
|
(4,627
|
)
|
|
—
|
|
|
4,903
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
651
|
|
|
22
|
|
|
25,339
|
|
|
—
|
|
|
26,012
|
|
||||||
Increase in note receivable from
related party
|
—
|
|
|
(13,328
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,328
|
)
|
||||||
Investment in subsidiaries
|
(23
|
)
|
|
—
|
|
|
13,340
|
|
|
—
|
|
|
(13,317
|
)
|
|
—
|
|
||||||
Other, net
|
23
|
|
|
(45
|
)
|
|
—
|
|
|
(831
|
)
|
|
—
|
|
|
(853
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(277,766
|
)
|
|
(474
|
)
|
|
(48,674
|
)
|
|
(13,317
|
)
|
|
(340,231
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,318,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,318,619
|
|
||||||
Debt repayments
|
—
|
|
|
(1,121,670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,121,670
|
)
|
||||||
Distributions to unitholders and
general partner
|
(392,204
|
)
|
|
(245,127
|
)
|
|
(147,077
|
)
|
|
(147,105
|
)
|
|
539,309
|
|
|
(392,204
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,340
|
)
|
|
13,340
|
|
|
—
|
|
||||||
Net intercompany borrowings
(repayments)
|
1,680
|
|
|
83,387
|
|
|
35,620
|
|
|
(120,687
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
(1,166
|
)
|
|
—
|
|
|
8,259
|
|
|
(23
|
)
|
|
7,070
|
|
||||||
Net cash (used in) provided by
financing activities
|
(390,524
|
)
|
|
34,043
|
|
|
(111,457
|
)
|
|
(272,873
|
)
|
|
552,626
|
|
|
(188,185
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,938
|
)
|
|
—
|
|
|
(2,938
|
)
|
||||||
Net increase (decrease) in cash and
cash equivalents
|
19
|
|
|
(22,301
|
)
|
|
—
|
|
|
9,451
|
|
|
—
|
|
|
(12,831
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
904
|
|
|
22,307
|
|
|
—
|
|
|
77,532
|
|
|
—
|
|
|
100,743
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
923
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
86,983
|
|
|
$
|
—
|
|
|
$
|
87,912
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
390,002
|
|
|
$
|
210,742
|
|
|
$
|
84,490
|
|
|
$
|
192,228
|
|
|
$
|
(392,243
|
)
|
|
$
|
485,219
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(224,798
|
)
|
|
(19,049
|
)
|
|
(99,473
|
)
|
|
—
|
|
|
(343,320
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(9,700
|
)
|
|
824
|
|
|
3,492
|
|
|
—
|
|
|
(5,384
|
)
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
118,806
|
|
|
35
|
|
|
165
|
|
|
—
|
|
|
119,006
|
|
||||||
Increase in note receivable from
related party
|
—
|
|
|
(80,961
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,961
|
)
|
||||||
Investment in subsidiaries
|
(302
|
)
|
|
527
|
|
|
—
|
|
|
3
|
|
|
(228
|
)
|
|
—
|
|
||||||
Other, net
|
302
|
|
|
(604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(302
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(196,730
|
)
|
|
(18,190
|
)
|
|
(95,813
|
)
|
|
(228
|
)
|
|
(310,961
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,738,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,738,451
|
|
||||||
Debt repayments
|
—
|
|
|
(1,866,282
|
)
|
|
(250,000
|
)
|
|
(34,461
|
)
|
|
—
|
|
|
(2,150,743
|
)
|
||||||
Proceeds from note offerings,
net of issuance costs
|
—
|
|
|
686,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
686,863
|
|
||||||
Distributions to unitholders and
general partner
|
(392,204
|
)
|
|
(392,204
|
)
|
|
—
|
|
|
(39
|
)
|
|
392,243
|
|
|
(392,204
|
)
|
||||||
Payments for termination of
interest rate swaps
|
—
|
|
|
(33,697
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,697
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
302
|
|
|
—
|
|
|
(530
|
)
|
|
228
|
|
|
—
|
|
||||||
Net intercompany (repayments)
borrowings
|
(3,880
|
)
|
|
(128,277
|
)
|
|
183,700
|
|
|
(51,543
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(47
|
)
|
|
2,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
||||||
Net cash (used in) provided by
financing activities
|
(396,131
|
)
|
|
7,183
|
|
|
(66,300
|
)
|
|
(86,573
|
)
|
|
392,471
|
|
|
(149,350
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,767
|
)
|
|
—
|
|
|
(7,767
|
)
|
||||||
Net (decrease) increase in cash and
cash equivalents
|
(6,129
|
)
|
|
21,195
|
|
|
—
|
|
|
2,075
|
|
|
—
|
|
|
17,141
|
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
7,033
|
|
|
1,112
|
|
|
—
|
|
|
75,457
|
|
|
—
|
|
|
83,602
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
904
|
|
|
$
|
22,307
|
|
|
$
|
—
|
|
|
$
|
77,532
|
|
|
$
|
—
|
|
|
$
|
100,743
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
363,639
|
|
|
$
|
86,333
|
|
|
$
|
81,700
|
|
|
$
|
149,369
|
|
|
$
|
(381,838
|
)
|
|
$
|
299,203
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(292,873
|
)
|
|
(16,114
|
)
|
|
(101,608
|
)
|
|
—
|
|
|
(410,595
|
)
|
||||||
Acquisitions
|
—
|
|
|
(201,610
|
)
|
|
—
|
|
|
(114,200
|
)
|
|
—
|
|
|
(315,810
|
)
|
||||||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,610
|
)
|
|
—
|
|
|
(2,610
|
)
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
441,442
|
|
|
4,537
|
|
|
32,947
|
|
|
—
|
|
|
478,926
|
|
||||||
Increase in note receivable from
related party
|
—
|
|
|
(95,711
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,711
|
)
|
||||||
Investment in subsidiaries
|
(337,123
|
)
|
|
(114,200
|
)
|
|
—
|
|
|
(34
|
)
|
|
451,357
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
(337,123
|
)
|
|
(262,952
|
)
|
|
(11,577
|
)
|
|
(185,505
|
)
|
|
451,357
|
|
|
(345,800
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
2,621,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,621,025
|
|
||||||
Debt repayments
|
—
|
|
|
(2,470,355
|
)
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
(2,720,355
|
)
|
||||||
Proceeds from note offering,
net of issuance costs
|
—
|
|
|
247,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247,398
|
|
||||||
Proceeds from issuance of common
units, net of issuance costs
|
336,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336,415
|
|
||||||
Contributions from general partner
|
7,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,121
|
|
||||||
Distributions to unitholders and
general partner
|
(365,279
|
)
|
|
(365,279
|
)
|
|
—
|
|
|
(16,567
|
)
|
|
381,846
|
|
|
(365,279
|
)
|
||||||
Payments for termination of
interest rate swaps
|
—
|
|
|
(5,678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,678
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
337,123
|
|
|
—
|
|
|
114,234
|
|
|
(451,357
|
)
|
|
—
|
|
||||||
Net intercompany borrowings
(repayments)
|
2,254
|
|
|
(177,851
|
)
|
|
179,877
|
|
|
(4,272
|
)
|
|
(8
|
)
|
|
—
|
|
||||||
Other, net
|
(133
|
)
|
|
(9,845
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,978
|
)
|
||||||
Net cash (used in) provided by
financing activities
|
(19,622
|
)
|
|
176,538
|
|
|
(70,123
|
)
|
|
93,395
|
|
|
(69,519
|
)
|
|
110,669
|
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
1,179
|
|
|
—
|
|
|
854
|
|
|
—
|
|
|
2,033
|
|
||||||
Net increase in cash and
cash equivalents
|
6,894
|
|
|
1,098
|
|
|
—
|
|
|
58,113
|
|
|
—
|
|
|
66,105
|
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
139
|
|
|
14
|
|
|
—
|
|
|
17,344
|
|
|
—
|
|
|
17,497
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
7,033
|
|
|
$
|
1,112
|
|
|
$
|
—
|
|
|
$
|
75,457
|
|
|
$
|
—
|
|
|
$
|
83,602
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
849,213
|
|
|
$
|
749,745
|
|
|
$
|
794,422
|
|
|
$
|
681,738
|
|
|
$
|
3,075,118
|
|
Operating income
|
$
|
81,103
|
|
|
$
|
89,354
|
|
|
$
|
95,098
|
|
|
$
|
81,346
|
|
|
$
|
346,901
|
|
Income from continuing operations
|
$
|
42,996
|
|
|
$
|
57,187
|
|
|
$
|
59,117
|
|
|
$
|
54,869
|
|
|
$
|
214,169
|
|
(Loss) income from discontinued
operations, net of tax
|
(3,359
|
)
|
|
(1,788
|
)
|
|
2,831
|
|
|
(1,475
|
)
|
|
(3,791
|
)
|
|||||
Net income
|
$
|
39,637
|
|
|
$
|
55,399
|
|
|
$
|
61,948
|
|
|
$
|
53,394
|
|
|
$
|
210,378
|
|
Net income (loss) per unit applicable to limited
partners:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.40
|
|
|
$
|
0.58
|
|
|
$
|
0.61
|
|
|
$
|
0.55
|
|
|
$
|
2.14
|
|
Discontinued operations
|
(0.04
|
)
|
|
(0.02
|
)
|
|
0.03
|
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|||||
Total
|
$
|
0.36
|
|
|
$
|
0.56
|
|
|
$
|
0.64
|
|
|
$
|
0.54
|
|
|
$
|
2.10
|
|
Cash distributions per unit applicable to limited
partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
998,186
|
|
|
$
|
902,014
|
|
|
$
|
778,145
|
|
|
$
|
785,387
|
|
|
$
|
3,463,732
|
|
Operating income (loss)
|
$
|
63,358
|
|
|
$
|
76,972
|
|
|
$
|
68,751
|
|
|
$
|
(228,202
|
)
|
|
$
|
(19,121
|
)
|
Income (loss) from continuing operations
|
$
|
19,599
|
|
|
$
|
34,712
|
|
|
$
|
35,682
|
|
|
$
|
(275,502
|
)
|
|
$
|
(185,509
|
)
|
Income (loss) from discontinued
operations, net of tax
|
4,805
|
|
|
(1,743
|
)
|
|
(2,446
|
)
|
|
(99,778
|
)
|
|
(99,162
|
)
|
|||||
Net income (loss)
|
$
|
24,404
|
|
|
$
|
32,969
|
|
|
$
|
33,236
|
|
|
$
|
(375,280
|
)
|
|
$
|
(284,671
|
)
|
Net income (loss) per unit applicable to limited
partners:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.10
|
|
|
$
|
0.30
|
|
|
$
|
0.31
|
|
|
$
|
(3.60
|
)
|
|
$
|
(2.89
|
)
|
Discontinued operations
|
0.07
|
|
|
(0.02
|
)
|
|
(0.03
|
)
|
|
(1.13
|
)
|
|
(1.11
|
)
|
|||||
Total
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
(4.73
|
)
|
|
$
|
(4.00
|
)
|
Cash distributions per unit applicable to limited
partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(a)
|
Management’s Report on Internal Control over Financial Reporting.
|
(b)
|
Attestation Report of the Registered Public Accounting Firm.
|
(c)
|
Changes in Internal Controls over Financial Reporting.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position Held with NuStar GP, LLC
|
William E. Greehey
|
|
78
|
|
Chairman of the Board
|
Bradley C. Barron
|
|
49
|
|
President, Chief Executive Officer and Director
|
J. Dan Bates
|
|
70
|
|
Director
|
Dan J. Hill
|
|
74
|
|
Director
|
Rodman D. Patton
|
|
71
|
|
Director
|
W. Grady Rosier
|
|
66
|
|
Director
|
Mary Rose Brown
|
|
58
|
|
Executive Vice President and Chief Administrative Officer
|
Thomas R. Shoaf
|
|
56
|
|
Executive Vice President and Chief Financial Officer
|
Jorge A. del Alamo
|
|
45
|
|
Senior Vice President and Controller
|
Amy L. Perry
|
|
46
|
|
Senior Vice President, General Counsel-Corporate & Commercial Law and Corporate Secretary
|
Karen M. Thompson
|
|
47
|
|
Senior Vice President and General Counsel-Litigation, Regulatory & Environmental
|
•
|
increase value to unitholders, while practicing good corporate governance;
|
•
|
support our business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results;
|
•
|
provide the Compensation Committee with the flexibility to respond to the continually changing environment in which NuStar Energy operates;
|
•
|
align executive incentive compensation with NuStar Energy’s short- and long-term performance results; and
|
•
|
provide market-competitive compensation and benefits to enable us to recruit, retain and motivate the executive talent necessary to produce sustainable, superior growth for our unitholders.
|
•
|
establishes and approves target compensation levels for each executive officer;
|
•
|
approves company performance measures and goals;
|
•
|
determines the mix between cash and equity compensation, short-term and long-term incentives and benefits;
|
•
|
verifies the achievement of previously established performance goals; and
|
•
|
approves the resulting cash or equity awards to executives.
|
Company
|
Ticker
|
1. Boardwalk Pipeline Partners, LP
|
BWP
|
2. Buckeye Partners L.P.
|
BPL
|
3. EnLink Midstream Partners, LP (formerly Crosstex Energy L.P.)
|
ENLK (formerly XTEX)
|
4. Enbridge Energy Partners, L.P.
|
EEP
|
5. Energy Transfer Partners, L.P.
|
ETP
|
6. Enterprise Product Partners L.P.
|
EPD
|
7. Kinder Morgan Energy Partners, L.P.
|
KMP
|
8. Magellan Midstream Partners, L.P.
|
MMP
|
9. MarkWest Energy Partners, L.P.
|
MWE
|
10. ONEOK Partners, L.P.
|
OKS
|
11. Plains All American Pipeline, L.P.
|
PAA
|
12. Regency Energy Partners LP
|
RGP
|
13. Sunoco Logistics Partners L.P.
|
SXL
|
14. HollyFrontier Corporation
|
HFC
|
15. Western Refining, Inc.
|
WNR
|
Company
|
Ticker
|
1. Access Midstream Partners LP
|
ACMP
|
2. Arc Logistics Partners LP
|
ARCX
|
3. Atlas Pipeline Partners, L.P.
|
APL
|
4. Boardwalk Pipeline Partners, LP
|
BWP
|
5. Buckeye Partners, L.P.
|
BPL
|
6. Enable Midstream Partners LP
|
ENBL
|
7. Enbridge Energy Partners, L.P.
|
EEP
|
8. Energy Transfer Partners L.P.
|
ETP
|
9. EnLink Midstream Partners, LP
|
ENLK
|
10. Enterprise Product Partners L.P.
|
EPD
|
11. Genesis Energy, L.P.
|
GEL
|
12. Holly Energy Partners, L.P.
|
HEP
|
13. Kinder Morgan Energy Partners LP
|
KMP
|
14. Magellan Midstream Partners, L.P.
|
MMP
|
15. MarkWest Energy Partners LP
|
MWE
|
16. MPLX LP
|
MPLX
|
17. Phillips 66 Partners LP
|
PSXP
|
18. Plains All American Pipeline, L.P.
|
PAA
|
19. Regency Energy Partners LP
|
RGP
|
20. Sunoco Logistics Partners L.P.
|
SXL
|
21. Targa Resources Partners LP
|
NGLS
|
22. Tesoro Logistics LP
|
TLLP
|
23. Valero Energy Partners LP
|
VLP
|
24. Western Refining Logistics LP
|
WNRL
|
•
|
base salaries;
|
•
|
annual incentive bonuses;
|
•
|
long-term equity-based incentives, including:
|
•
|
performance units; and
|
•
|
restricted units; and
|
•
|
medical and other insurance benefits, retirement benefits and other perquisites.
|
Name
|
Annualized Base Salary at
January 1, 2014 ($)
|
January 1, 2014 Increase to Prior Annualized Salary ($)
|
|||
Barron
|
430,000
|
|
85,430
|
|
|
Shoaf
|
320,000
|
|
57,660
|
|
|
Perry
|
240,000
|
|
21,755
|
|
|
Thompson
|
240,000
|
|
22,068
|
|
|
Name
|
Annualized Base Salary at
December 31, 2014 ($)
|
July 1, 2014 Increase to Prior Annualized Salary ($)
|
||
Barron
|
490,000
|
|
60,000
|
|
Shoaf
|
329,600
|
|
9,600
|
|
Brown
|
355,000
|
|
10,430
|
|
Perry
|
260,000
|
|
20,000
|
|
Thompson
|
260,000
|
|
20,000
|
|
•
|
The individual’s position, which is used to determine a targeted percentage of annual base salary that may be awarded as incentive bonus. Generally, the target amount for the NEOs is set following the analysis of market practices in the Compensation Comparative Group with reference to the median bonus target available to comparable executives in those companies;
|
•
|
NuStar Energy’s attainment of specific quantitative financial goals, which are established by the Compensation Committee during the first quarter of the year; and
|
•
|
A discretionary evaluation by the Compensation Committee of both NuStar Energy’s performance and, in the case of the NEOs, the individual executive’s performance.
|
Name
|
Annual Incentive Bonus Target
(% of Eligible Earnings)
Effective January 1, 2014
|
Prior Annual Incentive Bonus Target
(% of Eligible Earnings)
|
||
Barron
|
90
|
|
60
|
|
Shoaf
|
60
|
|
55
|
|
Perry
|
50
|
|
35
|
|
Thompson
|
50
|
|
35
|
|
Name
|
Annual Incentive Bonus Target
(% of Eligible Earnings)
|
Barron
|
90
|
Shoaf
|
60
|
Brown
|
60
|
Perry
|
55
|
Thompson
|
55
|
Name
|
Long-Term Incentive Target
(% of Base Salary)
Effective January 1, 2014
|
Prior Long-Term Incentive Target
(% of Base Salary)
|
||
Barron
|
175
|
|
125
|
|
Shoaf
|
125
|
|
110
|
|
Perry
|
60
|
|
39
|
|
Thompson
|
60
|
|
39
|
|
Name
|
Long-Term Incentive Target
(% of base salary)
|
Barron
|
200
|
Shoaf
|
150
|
Brown
|
150
|
Perry
|
100
|
Thompson
|
100
|
•
|
35% of the targeted long-term incentive dollar value is awarded to the executive in a grant of performance units. The number of performance units granted is based upon the expected fair value of a single performance unit at the time of grant; and
|
•
|
65% of the targeted long-term incentive dollar value is awarded to the executive in the form of restricted units. The number of restricted units granted is based upon the expected fair value of a single restricted unit at the time of grant.
|
Name
|
Restricted Units Granted in 2014
|
|
NuStar Energy
|
NuStar GP Holdings
|
|
Barron
|
7,155
|
4,805
|
Shoaf
|
3,610
|
2,425
|
Brown
|
3,885
|
2,610
|
Perry
(1)
|
2,000
|
1,275
|
Thompson
(1)
|
2,150
|
1,275
|
(1)
|
The grants of NuStar Energy restricted units in 2014 include 100 units and 250 units granted to Ms. Perry and Ms. Thompson, respectively, on January 1, 2014 as special recognition for their 2013 performance prior to their promotions.
|
•
|
The total company matching contributions that would have been credited to the participant’s account under the Thrift Plan had the participant’s contributions not been reduced pursuant to §401; and
|
•
|
The actual company matching contributions credited to such participant’s account.
|
Officer
|
Value of NuStar Energy Units and/or
NuStar GP Holdings Units Owned
|
Chief Executive Officer, President or any Executive Vice Presidents
|
3.0x Base Salary
|
Senior Vice Presidents
|
2.0x Base Salary
|
Vice Presidents
|
1.0x Base Salary
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
(1)
|
Unit
Awards
($)
(2)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in Pension Value
and Nonqualified
Deferred Compensation
Earnings
($)
(3)
|
All Other
Compensation
($)
(4)
|
Total
($)
|
||||||||
Bradley C. Barron
President and CEO
|
2014
|
460,000
|
|
683,100
|
|
1,086,708
|
|
—
|
|
—
|
|
147,448
|
|
29,815
|
|
2,407,071
|
|
2013
|
327,160
|
|
125,000
|
|
530,915
|
|
—
|
|
—
|
|
2,328
|
|
21,818
|
|
1,007,221
|
|
|
2012
|
304,875
|
|
—
|
|
503,574
|
|
—
|
|
—
|
|
134,758
|
|
19,483
|
|
962,690
|
|
|
Thomas R. Shoaf Executive Vice President and CFO
|
2014
|
324,800
|
|
321,552
|
|
564,231
|
|
—
|
|
—
|
|
142,990
|
|
21,703
|
|
1,375,276
|
|
Mary Rose Brown
Executive Vice President and Chief Administrative Officer
|
2014
|
349,785
|
|
346,287
|
|
607,456
|
|
—
|
|
—
|
|
136,213
|
|
23,202
|
|
1,462,943
|
|
2013
|
345,983
|
|
110,000
|
|
546,876
|
|
—
|
|
—
|
|
48,510
|
|
24,302
|
|
1,075,671
|
|
|
2012
|
329,265
|
|
—
|
|
547,821
|
|
—
|
|
—
|
|
127,380
|
|
22,400
|
|
1,026,866
|
|
|
Amy L. Perry
Senior Vice President, General Counsel-Corporate and Commercial Law & Corporate Secretary
|
2014
|
250,000
|
|
226,875
|
|
294,772
|
|
—
|
|
—
|
|
51,525
|
|
8,865
|
|
832,037
|
|
Karen M. Thompson
Senior Vice President and General Counsel-Litigation, Regulatory & Environmental
|
2014
|
250,000
|
|
226,875
|
|
302,421
|
|
—
|
|
—
|
|
68,726
|
|
16,466
|
|
864,488
|
|
(1)
|
Bonus amounts for 2014 were paid in February 2015 with respect to 2014 performance. Bonus amounts for 2013 were paid in February 2014 with respect to 2013 performance. The NEOs were not awarded bonuses for 2012. Bonuses were determined taking into consideration NuStar Energy’s performance in the applicable year, the individual executive’s targets and the executive’s performance, as described above under “Compensation Discussion and Analysis-Annual Incentive Bonus.” For an explanation of the amount of salary and bonus in proportion to total compensation, see “Compensation Discussion and Analysis-Relative Size of Primary Elements of Compensation.”
|
(2)
|
The amounts reported represent the grant date fair value of grants of NuStar Energy restricted units, NuStar Energy performance units and NuStar GP Holdings restricted units. Please see “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 and the footnotes to the Grants of Plan-Based Awards During the Year Ended December 31, 2014 table below in this Item 11 for information regarding the assumptions made in the valuation.
|
(3)
|
The following table identifies the separate amounts attributable to (A) the aggregate change in the actuarial present value of the NEOs’ accumulated benefit under NuStar GP, LLC’s defined benefit and actuarial pension plans, including supplemental plans (but excluding tax-qualified defined contribution plans and nonqualified defined contribution plans), and (B) above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified.
|
Name
|
Company
Contribution
to Thrift
Plan ($)
|
Company
Contribution
to Excess
Thrift Plan ($)
|
Tax
Preparation ($)
|
Personal Liability Insurance ($)
|
Executive Health Exams ($)
(a)
|
TOTAL ($)
|
|||
Barron
|
15,600
|
|
12,000
|
|
850
|
|
1,365
|
—
|
29,815
|
Shoaf
|
15,600
|
|
3,888
|
|
850
|
|
1,365
|
—
|
21,703
|
Brown
|
13,887
|
|
7,100
|
|
850
|
|
1,365
|
—
|
23,202
|
Perry
|
7,500
|
|
—
|
|
—
|
|
1,365
|
—
|
8,865
|
Thompson
|
14,433
|
|
—
|
|
—
|
|
—
|
2,033
|
16,466
|
(a)
|
The amount reported is the difference between the value of executive health exams made available to NuStar Energy officers and the value of NuStar Energy’s all-employee wellness assessments.
|
Name
|
Grant Date
|
Date of
Approval of Compensation Committee
|
Estimated Future Payouts Under Equity
Incentive Plan Awards
|
All Other
Unit
Awards:
Number of
Units (#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
Exercise or
Base Price
of Option Awards
($/Unit)
|
Grant Date
Fair Value of
Unit and Unit Option
Awards ($)
|
||||||||
Threshold (#)
|
Target
(#)
|
Maximum (#)
|
|||||||||||||
Barron
|
7/23/2014
|
(1)
|
7/23/2014
|
—
|
8,000
|
|
16,000
|
|
—
|
—
|
—
|
|
514,160
|
|
(5)
|
12/19/2014
|
(2)
|
10/29/2014
|
—
|
—
|
|
—
|
|
7,155
|
—
|
—
|
|
408,121
|
|
(6)
|
|
12/19/2014
|
(3)
|
10/29/2014
|
—
|
—
|
|
—
|
|
4,805
|
—
|
—
|
|
164,427
|
|
(7)
|
|
Shoaf
|
7/23/2014
|
(1)
|
7/23/2014
|
—
|
4,284
|
|
8,568
|
|
—
|
—
|
—
|
275,333
|
|
(5)
|
|
12/19/2014
|
(2)
|
10/29/2014
|
—
|
—
|
|
—
|
|
3,610
|
—
|
—
|
205,914
|
|
(6)
|
||
12/19/2014
|
(3)
|
10/29/2014
|
—
|
—
|
|
—
|
|
2,425
|
—
|
—
|
82,984
|
|
(7)
|
||
Brown
|
7/23/2014
|
(1)
|
7/23/2014
|
—
|
4,614
|
|
9,228
|
|
—
|
—
|
—
|
296,542
|
|
(5)
|
|
12/19/2014
|
(2)
|
10/29/2014
|
—
|
—
|
|
—
|
|
3,885
|
—
|
—
|
221,600
|
|
(6)
|
||
12/19/2014
|
(3)
|
10/29/2014
|
—
|
—
|
|
—
|
|
2,610
|
—
|
—
|
89,314
|
|
(7)
|
||
Perry
|
1/1/2014
|
(4)
|
(4)
|
—
|
—
|
|
—
|
|
100
|
—
|
—
|
5,099
|
|
(8)
|
|
7/23/2014
|
(1)
|
7/23/2014
|
—
|
2,142
|
|
4,284
|
|
—
|
—
|
—
|
137,666
|
|
(5)
|
||
12/19/2014
|
(2)
|
10/29/2014
|
—
|
—
|
|
—
|
|
1,900
|
—
|
—
|
108,376
|
|
(6)
|
||
12/19/2014
|
(3)
|
10/29/2014
|
—
|
—
|
|
—
|
|
1,275
|
—
|
—
|
43,631
|
|
(7)
|
||
Thompson
|
1/1/2014
|
(4)
|
(4)
|
—
|
—
|
|
—
|
|
250
|
—
|
—
|
12,748
|
|
(8)
|
|
7/23/2014
|
(1)
|
7/23/2014
|
—
|
2,142
|
|
4,284
|
|
—
|
—
|
—
|
137,666
|
|
(5)
|
||
12/19/2014
|
(2)
|
10/29/2014
|
—
|
—
|
|
—
|
|
1,900
|
—
|
—
|
108,376
|
|
(6)
|
||
12/19/2014
|
(3)
|
10/29/2014
|
—
|
—
|
|
—
|
|
1,275
|
—
|
—
|
43,631
|
|
(7)
|
(1)
|
Performance units were awarded by the Compensation Committee on July 23, 2014 pursuant to the 2000 LTIP. Each award is subject to vesting in three annual increments, based upon our DCR during the one-year performance periods that end on December 31 of each year following the date of grant. For the 2014 performance unit awards, the target performance measure is NuStar Energy achieving a DCR of 1:1 for 2014. The target metric for performance unit vesting with respect to 2015 and each year thereafter will be the DCR determined by the Compensation Committee in the first quarter of the year, based on the approved budget for that year. The Compensation Committee also may designate one or more DCRs that are above the targeted DCR as goals that will be used to determine vesting greater than 100% (up to 200%) of an officer’s performance units available for vesting in that year. Notwithstanding anything above, the Compensation Committee has full discretion to increase the vesting determination for any officer (up to the 200% cap). For the performance period ended December 31, 2014, we achieved a DCR of 1:1 and the performance units available to vest for the 2014 awards vested at 100%.
|
(2)
|
Restricted units of NuStar Energy were approved by the Compensation Committee at a joint meeting with the Compensation Committee of NuStar GP Holdings on October 29, 2014, and the grant date for these NuStar Energy restricted units was set at that time for the date that was as soon as administratively practicable after the meeting and no earlier than the third business day following our third quarter earnings release. The NuStar Energy restricted units were awarded pursuant to the 2000 LTIP and vest 1/5 annually over five years beginning on the first anniversary of the grant date. All grantees receiving NuStar Energy restricted units are entitled to receive an amount equal to the product of (a) the number of restricted units granted to the grantee that remain outstanding and unvested as of the record date for such quarter and (b) the quarterly distribution declared by the Board for such quarter, provided that such amounts are subject to the same restrictions as the restricted units.
|
(3)
|
Restricted units of NuStar GP Holdings were approved by the Compensation Committee of NuStar GP Holdings at a joint meeting with the Compensation Committee of NuStar GP, LLC on October 29, 2014, and the grant date for these NuStar GP Holdings restricted units was set at that time for the date that was as soon as administratively practicable after
|
(4)
|
On January 1, 2014, Ms. Perry and Ms. Thompson received grants of NuStar Energy units pursuant to the 2000 LTIP as special recognition for their 2013 performance prior to their promotions. Due to the nature of the special awards, the units were 100% vested on the date of grant. The CEO awarded each grant prior to Ms. Perry and Ms. Thompson becoming executive officers, pursuant to delegated authority to him by the Compensation Committee, and the grants were not separately approved by the Compensation Committee.
|
(5)
|
The grant date fair value for performance units was determined by multiplying the number of performance units that were granted by the NYSE closing unit price of our units on the date of grant, $64.27. See “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 for information regarding the assumptions made in valuation.
|
(6)
|
The grant date fair value for restricted units was determined by multiplying the number of restricted units that were granted by the NYSE closing unit price of our units on the date of grant, $57.04. See “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 for information regarding the assumptions made in valuation.
|
(7)
|
The grant date fair value for restricted units was determined by multiplying the number of NuStar GP Holdings restricted units that were granted by the NYSE closing unit price of NuStar GP Holdings units on the date of grant, $34.22. See “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 for information regarding the assumptions made in valuation.
|
(8)
|
The grant date for these restricted units was not a trading day on the NYSE. Accordingly, the grant date fair value was determined by multiplying the number of restricted units that were granted by the NYSE closing unit price of our units on the last business day before the date of grant, $50.99. See “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 for information regarding the assumptions made in valuation.
|
|
Option Awards
|
Unit Awards
|
|||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration Date
|
Number of Units
That Have Not
Vested (#)
|
Market
Value of
Units That
Have Not
Vested ($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned Units
or Other Rights
That Have Not
Vested (#)
|
Equity
Incentive
Plan
Awards: Market or
Payout Value of
Unearned Units or
Other Rights That
Have Not Vested ($)
|
||||
Barron
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
|
14,428
(12)
|
|
833,217
|
|
—
|
|
—
|
—
|
—
|
—
|
15,378
(2)
|
888,080
|
|
—
|
|
—
|
|
|
—
|
|
—
|
—
|
—
|
—
|
10,357
(3)
|
356,488
|
|
—
|
|
—
|
|
|
Shoaf
|
2,825
(1)
|
|
—
|
—
|
57.51
|
10/27/2015
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
|
8,505
(13)
|
|
491,164
|
|
|
—
|
|
—
|
—
|
—
|
—
|
8,711
(4)
|
503,060
|
|
—
|
|
—
|
|
|
—
|
|
—
|
—
|
—
|
—
|
5,913
(5)
|
203,525
|
|
—
|
|
—
|
|
|
Brown
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
|
11,581
(14)
|
|
668,803
|
|
—
|
|
—
|
—
|
—
|
—
|
12,504
(6)
|
722,106
|
|
—
|
|
—
|
|
|
—
|
|
—
|
—
|
—
|
—
|
8,400
(7)
|
289,128
|
|
—
|
|
—
|
|
|
Perry
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
|
2,142
(15)
|
|
123,701
|
|
—
|
|
—
|
—
|
—
|
—
|
5,576
(8)
|
322,014
|
|
—
|
|
—
|
|
|
—
|
|
—
|
—
|
—
|
—
|
1,275
(9)
|
43,886
|
|
—
|
|
—
|
|
|
Thompson
|
—
|
|
—
|
—
|
—
|
—
|
—
|
—
|
|
2,142
(16)
|
|
123,701
|
|
—
|
|
—
|
—
|
—
|
—
|
5,456
(10)
|
315,084
|
|
—
|
|
—
|
|
|
—
|
|
—
|
—
|
—
|
—
|
1,275
(11)
|
43,886
|
|
—
|
|
—
|
|
(1)
|
Mr. Shoaf’s options granted on October 27, 2005 vested in 1/5 increments over five years, beginning on the first anniversary of the date of grant. In 2012, the Compensation Committee extended the expiration date for these options from 2012 to 2015.
|
(2)
|
Mr. Barron’s restricted NuStar Energy units consist of: 491 restricted units granted December 30, 2010; 1,256 restricted units granted December 16, 2011; 606 restricted units granted January 26, 2012; 2,070 restricted units granted December 19, 2012; 3,800 restricted units granted December 16, 2013; and 7,155 restricted units granted December 19, 2014. The restricted units granted January 26, 2012 vest in 1/3 increments over three years, beginning on the first anniversary of the date of grant. All of Mr. Barron’s other restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(3)
|
Mr. Barron’s restricted NuStar GP Holdings units consist of: 410 restricted units granted December 30, 2010; 956 restricted units granted December 16, 2011; 1,434 restricted units granted December 19, 2012; 2,752 restricted units
|
(4)
|
Mr. Shoaf’s restricted NuStar Energy units consist of: 235 restricted units granted December 30, 2010; 618 restricted units granted December 16, 2011; 296 restricted units granted January 26, 2012; 1,404 restricted units granted December 19, 2012; 2,548 restricted units granted December 16, 2013; and 3,610 restricted units granted December 19, 2014. The restricted units granted January 26, 2012 vest in 1/3 increments over three years, beginning on the first anniversary of the date of grant. All of Mr. Shoaf’s other restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(5)
|
Mr. Shoaf’s restricted NuStar GP Holdings units consist of: 200 restricted units granted December 30, 2010; 472 restricted units granted December 16, 2011; 972 restricted units granted December 19, 2012; 1,844 restricted units granted December 16, 2013; and 2,425 restricted units granted December 19, 2014. All of Mr. Shoaf’s NuStar GP Holdings restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(6)
|
Ms. Brown’s restricted NuStar Energy units consist of: 550 restricted units granted December 30, 2010; 1,356 restricted units granted December 16, 2011; 675 restricted units granted January 26, 2012; 2,238 restricted units granted December 19, 2012; 3,800 restricted units granted December 16, 2013; and 3,885 restricted units granted December 19, 2014. The restricted units granted January 26, 2012 vest in 1/3 increments over three years, beginning on the first anniversary of the date of grant. All of Ms. Brown’s other restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(7)
|
Ms. Brown’s restricted NuStar GP Holdings units consist of: 458 restricted units granted December 30, 2010; 1,032 restricted units granted December 16, 2011; 1,548 restricted units granted December 19, 2012; 2,752 restricted units granted December 16, 2013; and 2,610 restricted units granted December 19, 2014. All of Ms. Brown’s NuStar GP Holdings restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(8)
|
Ms. Perry’s restricted NuStar Energy units consist of: 270 restricted units granted December 30, 2010; 570 restricted units granted December 16, 2011; 1,116 restricted units granted December 19, 2012; 1,720 restricted units granted December 16, 2013; and 1,900 restricted units granted December 19, 2014. All of Ms. Perry’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(9)
|
Ms. Perry’s restricted NuStar GP Holdings units consist of 1,275 restricted units granted December 19, 2014. Ms. Perry’s NuStar GP Holdings restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(10)
|
Ms. Thompson’s restricted NuStar Energy units consist of: 270 restricted units granted December 30, 2010; 570 restricted units granted December 16, 2011; 996 restricted units granted December 19, 2012; 1,720 restricted units granted December 16, 2013; and 1,900 restricted units granted December 19, 2014. All of Ms. Thompson’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(11)
|
Ms. Thompson’s restricted NuStar GP Holdings units consist of 1,275 restricted units granted December 19, 2014. Ms. Thompson’s NuStar GP Holdings restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(12)
|
Mr. Barron’s unvested NuStar Energy performance units consist of: 525 units granted January 28, 2011; 1,970 units granted April 24, 2012; 3,933 units granted January 30, 2013; and 8,000 units granted July 23, 2014.
|
(13)
|
Mr. Shoaf’s unvested NuStar Energy performance units consist of: 251 units granted January 28, 2011; 970 units granted April 24, 2012; 3,000 units granted January 30, 2013; and 4,284 units granted July 23, 2014. The performance units vest in accordance with the description in Footnote (12) above.
|
(14)
|
Ms. Brown’s unvested NuStar Energy performance units consist of: 589 units granted January 28, 2011; 2,130 units granted April 24, 2012; 4,248 units granted January 30, 2013; and 4,614 units granted July 23, 2014. The performance units vest in accordance with the description in Footnote (12) above.
|
(15)
|
Ms. Perry’s unvested NuStar Energy performance units consist of 2,142 units granted July 23, 2014. The performance units vest in accordance with the description in Footnote (12) above.
|
(16)
|
Ms. Thompson’s unvested NuStar Energy performance units consist of 2,142 units granted July 23, 2014. The performance units vest in accordance with the description in Footnote (12) above.
|
|
Option Awards
|
Unit Awards
|
|||
Name
|
Number of Units
Acquired on Exercise (#)
|
Value Realized on
Exercise ($)
(4)
|
Number of Units
Acquired on Vesting (#)
|
Value Realized on
Vesting ($)
(10)
|
|
Barron
|
36,975
(1)
|
485,889
|
6,241
(5)
|
286,938
|
|
Shoaf
|
25,700
(2)
|
122,846
|
3,576
(6)
|
164,490
|
|
Brown
|
35,000
(3)
|
470,750
|
6,698
(7)
|
308,071
|
|
Perry
|
—
|
—
|
1,749
(8)
|
96,101
|
|
Thompson
|
—
|
—
|
1,859
(9)
|
103,097
|
|
(1)
|
Mr. Barron exercised 1,975 NuStar Energy unit options and 35,000 NuStar GP Holdings unit options on July 28, 2014.
|
(2)
|
Mr. Shoaf exercised 25,700 NuStar GP Holdings unit options on November 14, 2014.
|
(3)
|
Ms. Brown exercised 35,000 NuStar GP Holdings unit options on July 28, 2014.
|
(4)
|
For exercises of NuStar Energy unit options, the value realized on exercise was calculated by multiplying the number of NuStar Energy units to which the option exercise related by the difference between the price of NuStar Energy units on the NYSE at the time of exercise and the option exercise price. For exercises of NuStar GP Holdings unit options, the value realized on exercise was calculated by multiplying the number of NuStar GP Holdings units to which the option exercise related by the difference between the price of NuStar GP Holdings units on the NYSE at the time of exercise and the option exercise price.
|
(5)
|
Mr. Barron's NuStar Energy units vested in 2014 as follows: 606 units on January 26, 2014; 423 units on December 14, 2014; 1,578 units on December 16, 2014; 690 units on December 19, 2014; and 491 units on December 30, 2014. Mr.
|
(6)
|
Mr. Shoaf’s NuStar Energy units vested in 2014 as follows: 295 on January 26, 2014; 211 units on December 14, 2014; 946 units on December 16, 2014; 468 units on December 19, 2014; and 235 units on December 30, 2014. Mr. Shoaf’s NuStar GP Holdings units vested in 2014 as follows: 200 units on December 14, 2014; 697 units on December 16, 2014; 324 units on December 19, 2014; and 200 units on December 30, 2014.
|
(7)
|
Ms. Brown’s NuStar Energy units vested in 2014 as follows: 675 on January 26, 2014; 474 units on December 14, 2014; 1,628 units on December 16, 2014; 746 units on December 19, 2014; and 550 units on December 30, 2014. Ms. Brown’s NuStar GP Holdings units vested in 2014 as follows: 447 units on December 14, 2014; 1,204 units on December 16, 2014; 516 units on December 19, 2014; and 458 units on December 30, 2014.
|
(8)
|
Ms. Perry’s NuStar Energy units vested in 2014 as follows: 100 on January 1, 2014; 292 units on December 14, 2014; 715 units on December 16, 2014; 372 units on December 19, 2014; and 270 units on December 30, 2014.
|
(9)
|
Ms. Thompson’s NuStar Energy units vested in 2014 as follows: 250 on January 1, 2014; 292 units on November 6, 2014; 715 units on December 16, 2014; 332 units on December 19, 2014; and 270 units on December 30, 2014.
|
(10)
|
The value realized on vesting of NuStar Energy restricted units was calculated by multiplying the closing price of NuStar Energy units on the NYSE on the date of vesting by the number of NuStar Energy units vested. The value realized on vesting of NuStar GP Holdings restricted units was calculated by multiplying the closing price of NuStar GP Holdings units on the NYSE on the date of vesting by the number of NuStar GP Holdings units vested. The closing prices on the applicable dates are as follows:
|
2014 Restricted Unit Vesting
|
||
Date
|
NuStar Energy Closing Price ($)
|
|
December 31 , 2013 (for January 1, 2014 vesting)
|
50.99
|
|
January 26, 2014
|
48.23
|
|
November 6, 2014
|
60.10
|
|
December 14, 2014
|
54.52
|
|
December 16, 2014
|
53.82
|
|
December 19, 2014
|
57.04
|
|
December 30, 2014
|
56.97
|
|
Date
|
NuStar GP Holdings Closing Price ($)
|
|
December 14, 2014
|
32.45
|
|
December 16, 2014
|
33.45
|
|
December 19, 2014
|
34.22
|
|
December 30, 2014
|
34.35
|
|
Name
|
Plan Name
|
Number of Years
Credited Service
|
Present Value of
Accumulated
Benefit ($)
(1)
|
Payments During Last
Fiscal Year ($)
|
||||
Barron
|
NuStar GP, LLC Pension Plan
|
(2)
|
|
244,268
|
|
—
|
|
|
NuStar GP, LLC Excess
Pension Plan
|
(2)
|
|
281,669
|
|
—
|
|
|
|
Shoaf
|
NuStar GP, LLC Pension Plan
|
(2)
|
|
332,824
|
|
—
|
|
|
NuStar GP, LLC Excess
Pension Plan
|
(2)
|
|
289,425
|
|
—
|
|
|
|
Brown
|
NuStar GP, LLC Pension Plan
|
(2)
|
|
324,725
|
|
—
|
|
|
NuStar GP, LLC Excess
Pension Plan
|
(2)
|
|
266,334
|
|
—
|
|
|
|
Perry
|
NuStar GP, LLC Pension Plan
|
(2)
|
|
132,853
|
|
—
|
|
|
NuStar GP, LLC Excess
Pension Plan
|
(2)
|
|
21,825
|
|
—
|
|
|
|
Thompson
|
NuStar GP, LLC Pension Plan
|
(2)
|
|
206,059
|
|
—
|
|
|
NuStar GP, LLC Excess
Pension Plan
|
(2)
|
|
24,511
|
|
—
|
|
|
(1)
|
The present values stated in the table above were calculated using the same interest rate and mortality table we use for our financial reporting. The present values as of December 31, 2014 were determined using a 4.22% discount rate and the plans’ earliest unreduced retirement age (i.e., age 62). The present values reflect post-retirement mortality rates based on the RP2014 generational mortality table projected using scale MP2014. No decrements were included for pre-retirement termination, mortality or disability. Where applicable, lump sums were determined based on a 3.72% interest rate and the mortality table prescribed by the IRS in Rev. Ruling 2007-67 and updated by IRS Notices 2008-85 and 2013-49 for distributions in the years 2009-2015.
|
(2)
|
As of December 31, 2013, the final average pay formula used in the Pension Plan and the Excess Pension Plan, which was based on years of service and compensation during service, was frozen. Benefits for service after December 31, 2013 accrue under a cash balance formula described below. The number of years of credited service under the final average pay formula and the cash balance formula for each of our NEOs under the Pension Plan and the Excess Pension Plan are set forth below.
|
Name
|
Plan Name
|
Number of Years
Credited Service - Final Average Pay Formula (Frozen as of
December 31, 2013)
|
Number of Years
Credited Service - Cash Balance Formula
|
|
Barron
|
NuStar GP, LLC Pension Plan
|
7.5
|
|
14.0
|
NuStar GP, LLC Excess Pension Plan
|
13.0
|
|
14.0
|
|
Shoaf
|
NuStar GP, LLC Pension Plan
|
7.5
|
|
29.5
|
NuStar GP, LLC Excess Pension Plan
|
28.5
|
|
29.5
|
|
Brown
|
NuStar GP, LLC Pension Plan
|
6.7
|
|
17.3
|
NuStar GP, LLC Excess Pension Plan
|
6.7
|
|
17.3
|
|
Perry
|
NuStar GP, LLC Pension Plan
|
7.5
|
|
12.0
|
NuStar GP, LLC Excess Pension Plan
|
7.5
|
|
12.0
|
|
Thompson
|
NuStar GP, LLC Pension Plan
|
6.7
|
|
12.7
|
NuStar GP, LLC Excess Pension Plan
|
11.7
|
|
12.7
|
•
|
1.6% of the employee’s average monthly compensation multiplied by the employee’s years of service for service through December 31, 2013
plus
the employee’s CBF benefits for service after December 31, 2013,
less
|
•
|
the employee’s Pension Plan benefit.
|
Name
|
Executive
Contributions
in 2014 ($)
(1)
|
Registrant
Contributions in
2014 ($)
(2)
|
Aggregate
Earnings in
2014 ($)
(3)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at
December 31,
2014 ($)
(4)
|
||||||||||
Barron
|
—
|
|
|
12,000
|
|
|
5,977
|
|
|
—
|
|
|
46,415
|
|
|
Shoaf
|
—
|
|
|
3,888
|
|
|
30
|
|
|
—
|
|
|
1,823
|
|
|
Brown
|
—
|
|
|
7,100
|
|
|
8,293
|
|
|
—
|
|
|
52,190
|
|
|
Perry
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Thompson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The NEOs made no contributions during 2014.
|
(2)
|
Amounts reported represent our contributions to our Excess Thrift Plan. All of the amounts included in this column are included within the amounts reported as “All Other Compensation” for 2014 in the Summary Compensation Table.
|
(3)
|
Amounts include the earnings (excluding dividends, if any), if any, of the NEO’s respective account in our Excess Thrift Plan.
|
(4)
|
Amounts include the aggregate balance at year end, if any, of the NEO’s respective account in our Excess Thrift Plan.
|
•
|
the acquisition by an individual, entity or group of beneficial ownership of 40% of NuStar GP Holdings’ voting interests;
|
•
|
the failure of NuStar GP Holdings to control NuStar GP, LLC, NuStar Energy’s general partner, Riverwalk Logistics, L.P., or all of the general partner interests of NuStar Energy;
|
•
|
Riverwalk Logistics, L.P. ceases to be NuStar Energy’s general partner or Riverwalk Logistics, L.P. is no longer controlled by either NuStar GP, LLC or one of its affiliates;
|
•
|
the acquisition of more than 50% of all voting interests of NuStar Energy then outstanding;
|
•
|
certain consolidations or mergers of NuStar GP Holdings;
|
•
|
certain consolidations or mergers of NuStar Energy;
|
•
|
sale of all or substantially all of the assets of NuStar GP Holdings to anyone other than its affiliates;
|
•
|
sale of all or substantially all of the assets of NuStar Energy to anyone other than its affiliates; or
|
•
|
change in the composition of the NuStar GP Holdings board of directors so that fewer than a majority of those directors are “incumbent directors” as defined in the agreement.
|
•
|
a diminution in the executive’s position, authority, duties and responsibilities;
|
•
|
failure of the successor of NuStar Energy to assume and perform under the agreement; and
|
•
|
relocation of the executive or increased travel requirements.
|
Executive Benefits and
Payments
|
Termination of
Employment by the
Company Other Than for
“Cause,” Death or Disability, or by
the Executive for “Good
Reason” ($)
(2)
|
Termination of
Employment because of
Death or Disability ($)
(3)
|
Termination by the
Executive Other Than
for “Good Reason” ($)
(4)
|
Continued
Employment
Following Change
of Control ($)
(5)
|
||||||||||||
Salary
(1)
|
|
|
|
|
|
|
|
|||||||||
Barron
|
|
980,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Shoaf
|
659,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Brown
|
710,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Perry
|
390,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Thompson
|
390,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Bonus
(1)
|
|
|
|
|
|
|
|
|||||||||
Barron
|
|
1,366,200
|
|
|
|
683,100
|
|
|
|
683,100
|
|
|
|
—
|
|
|
Shoaf
|
643,104
|
|
|
321,552
|
|
|
321,552
|
|
|
—
|
|
|
||||
Brown
|
692,574
|
|
|
346,287
|
|
|
346,287
|
|
|
—
|
|
|
||||
Perry
|
340,313
|
|
|
226,875
|
|
|
226,875
|
|
|
—
|
|
|
||||
Thompson
|
340,313
|
|
|
226,875
|
|
|
226,875
|
|
|
—
|
|
|
||||
Pension and Excess Pension Benefits
|
|
|
|
|
|
|
|
|||||||||
Barron
|
|
131,682
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Shoaf
|
129,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Brown
|
151,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Perry
|
38,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Thompson
|
43,006
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Contributions under Defined Contribution Plans
|
|
|
|
|
|
|
|
|||||||||
Barron
|
|
55,200
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Shoaf
|
38,976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Brown
|
41,974
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Perry
|
11,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Thompson
|
21,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Health and Welfare Plan Benefits
(6)
|
|
|
|
|
|
|
||||||||||
Barron
|
|
27,479
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Shoaf
|
37,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Brown
|
23,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Perry
|
18,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Thompson
|
28,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Executive Benefits and
Payments
|
Termination of
Employment by the
Company Other Than for
“Cause,” Death or Disability, or by
the Executive for “Good
Reason” ($)
(2)
|
Termination of
Employment because of
Death or Disability ($)
(3)
|
Termination by the
Executive Other Than
for “Good Reason” ($)
(4)
|
Continued
Employment
Following Change
of Control ($)
(5)
|
||||||||||||
Accelerated Vesting of Unit Options
|
|
|
|
|
|
|
|
|||||||||
Barron
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Shoaf
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Brown
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Perry
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Thompson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Accelerated Vesting of Restricted Units
(7)
|
|
|
|
|
|
|
|
|||||||||
Barron
|
|
1,244,567
|
|
|
|
1,244,567
|
|
|
|
1,244,567
|
|
|
|
1,244,567
|
|
|
Shoaf
|
706,586
|
|
|
706,586
|
|
|
706,586
|
|
|
706,586
|
|
|
||||
Brown
|
1,011,234
|
|
|
1,011,234
|
|
|
1,011,234
|
|
|
1,011,234
|
|
|
||||
Perry
|
365,900
|
|
|
365,900
|
|
|
365,900
|
|
|
365,900
|
|
|
||||
Thompson
|
358,970
|
|
|
358,970
|
|
|
358,970
|
|
|
358,970
|
|
|
||||
Accelerated Vesting of Performance Units
(8)
|
|
|
|
|
|
|
|
|||||||||
Barron
|
|
1,666,434
|
|
|
|
1,666,434
|
|
|
|
1,666,434
|
|
|
|
1,666,434
|
|
|
Shoaf
|
982,328
|
|
|
982,328
|
|
|
982,328
|
|
|
982,328
|
|
|
||||
Brown
|
1,337,606
|
|
|
1,337,606
|
|
|
1,337,606
|
|
|
1,337,606
|
|
|
||||
Perry
|
247,401
|
|
|
247,401
|
|
|
247,401
|
|
|
247,401
|
|
|
||||
Thompson
|
247,401
|
|
|
247,401
|
|
|
247,401
|
|
|
247,401
|
|
|
||||
280G Tax Gross-Up
(9)
|
|
|
|
|
|
|
|
|||||||||
Barron
|
|
2,146,296
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Shoaf
|
1,235,956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Brown
|
1,369,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Perry
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Thompson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Totals
|
|
|
|
|
|
|
||||||||||
Barron
|
|
7,617,858
|
|
|
|
3,594,101
|
|
|
|
3,594,101
|
|
|
|
2,911,001
|
|
|
Shoaf
|
4,433,052
|
|
|
2,010,466
|
|
|
2,010,466
|
|
|
1,688,914
|
|
|
||||
Brown
|
5,337,923
|
|
|
2,695,127
|
|
|
2,695,127
|
|
|
2,348,840
|
|
|
||||
Perry
|
1,411,007
|
|
|
840,176
|
|
|
840,176
|
|
|
613,301
|
|
|
||||
Thompson
|
1,429,472
|
|
|
833,246
|
|
|
833,246
|
|
|
606,371
|
|
|
(1)
|
Per SEC regulations, for purposes of this analysis we assumed each executive’s compensation at the time of each triggering event to be as stated below. The listed salary is the executive’s actual annualized rate of pay as of December 31, 2014. The listed bonus amount represents the highest bonus earned by the executive in any of the fiscal years 2012, 2013 and 2014 (the three years prior to the assumed change of control):
|
Name
|
Annual Salary ($)
|
Bonus ($)
|
||||||
Barron
|
490,000
|
|
|
683,100
|
|
|
||
Shoaf
|
329,600
|
|
|
321,552
|
|
|
||
Brown
|
355,000
|
|
|
346,287
|
|
|
||
Perry
|
260,000
|
|
|
226,875
|
|
|
||
Thompson
|
260,000
|
|
|
226,875
|
|
|
(2)
|
The change of control severance agreements provide that if the company terminates the executive officer’s employment (other than for “cause,” death or “disability,” as defined in the agreement) or if the executive officer terminates his or her employment for “good reason,” as defined in the agreement, the executive is generally entitled to receive the following:
|
(i)
|
accrued and unpaid compensation through the date of termination, including a pro-rata annual bonus (for this table, we assumed that the executive officers’ bonuses for the year of termination were paid at year end);
|
(ii)
|
two times the sum of the executive officer’s (1.5 times for Ms. Perry and Ms. Thompson) annual base salary plus the executive officer’s highest annual bonus from the past three years;
|
(iii)
|
the amount of the excess of the actuarial present value of the pension benefits (qualified and nonqualified) the executive would have received for an additional two years (1.5 years for Ms. Perry and Ms. Thompson) of service over the actuarial present value of the executive officer’s actual pension benefits; and
|
(iv)
|
the equivalent of two years (1.5 years for Ms. Perry and Ms. Thompson) of employer contributions under NuStar GP, LLC’s tax-qualified and supplemental defined contribution plans;
|
(3)
|
If the executive’s employment is terminated by reason of his death or disability, then his or her estate or beneficiaries will be entitled to receive a lump sum cash payment equal to any accrued and unpaid salary and vacation pay plus a bonus equal to the highest bonus earned by the executive in the prior three years (prorated to the date of termination). In this example, the termination of employment was deemed to occur on the last day of the year. Therefore, a full year’s bonus is shown in the table. In addition, in the case of disability, the executive would be entitled to any disability and related benefits at least as favorable as those provided by NuStar GP, LLC under its plans and programs during the 120-days prior to the executive’s termination of employment. In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control, as described above.
|
(4)
|
If the executive voluntarily terminates his employment other than for “good reason,” then he or she will be entitled to a lump sum cash payment equal to any accrued and unpaid salary and vacation pay plus a bonus equal to the highest bonus earned by the executive in the prior three years (prorated to the date of termination). In this example, the termination of employment was deemed to occur on the last day of the year. Therefore, a full year’s bonus is shown in the table. In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control, as described above.
|
(5)
|
The change of control agreements provide for a three-year term of employment following a change of control. The agreements generally provide that the executive will continue to enjoy compensation and benefits on terms at least as favorable as in effect prior to the change of control. In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control, as described above.
|
(6)
|
The executive is entitled to coverage under the welfare benefit plans (
e.g.
, health, dental, etc.) for two years (1.5 years for Ms. Perry and Ms. Thompson) following the date of termination.
|
(7)
|
The amounts stated in the table represent the gross value of previously unvested restricted units, derived by multiplying (x) the number of units whose restrictions lapsed because of the change of control, times (y) (as applicable) $57.75 (the closing price of NuStar Energy’s units on the NYSE on December 31, 2014) or $34.42 (the closing price of NuStar GP Holdings’ units on the NYSE on December 31, 2014).
|
(8)
|
The amounts stated in the table represent the product of (x) the number of performance units whose vesting was accelerated because of the change of control, times (y) 200%, times (z) $57.75 (the closing price of NuStar Energy’s units on the NYSE on December 31, 2014).
|
(9)
|
If any payment or benefit to Mr. Barron, Mr. Shoaf or Ms. Brown is determined to be subject to an excise tax under Section 4999 of the Code, the impacted executive is entitled to receive an additional payment to adjust for the incremental tax cost of the payment or benefit. However, if it is determined that the executive is entitled to receive an additional payment to adjust for the incremental tax cost but the value of all payments to the executive does not exceed 100% of 2.99 times the executive’s “base amount” (as defined by Section 280G(b)(3) of the Code) (the Safe Harbor Amount), the additional payment will not be made and the amount payable to the executive will be reduced so that the aggregate value of all payments equals the Safe Harbor Amount.
|
Name
|
Fees Earned or
Paid in Cash
($)
(1)
|
Unit Awards
($)
(3)
|
Option
Awards
($)
(3)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
TOTAL
($)
|
||||||
William E. Greehey
|
118,083
|
|
99,991
|
|
—
|
|
—
|
|
n/a
|
—
|
|
218,074
|
|
Bradley C. Barron
|
(2)
|
|
(2)
|
|
(2)
|
|
(2)
|
|
(2)
|
(2)
|
|
(2)
|
|
J. Dan Bates
|
84,583
|
|
74,951
|
|
—
|
|
—
|
|
n/a
|
—
|
|
159,534
|
|
Dan J. Hill
|
91,333
|
|
74,951
|
|
—
|
|
—
|
|
n/a
|
—
|
|
166,284
|
|
Rodman D. Patton
|
106,333
|
|
74,951
|
|
—
|
|
—
|
|
n/a
|
—
|
|
181,284
|
|
W. Grady Rosier
|
76,333
|
|
74,951
|
|
—
|
|
—
|
|
n/a
|
—
|
|
151,284
|
|
(1)
|
The amounts disclosed in this column exclude reimbursement for expenses for commercial transportation to and from Board meetings and lodging while attending meetings.
|
(2)
|
Mr. Barron was not compensated for his service as a director of NuStar GP, LLC. His compensation for his services as President and CEO are included above in the Summary Compensation Table.
|
(3)
|
The amounts reported represent the grant date fair value for the December 19, 2014 grant of restricted NuStar Energy units to our non-employee directors for the fiscal year ended December 31, 2014 (1,753 restricted units for Mr. Greehey, as Chairman, and 1,314 restricted units for each of the other non-employee directors) based on the closing price of NuStar Energy’s units on the NYSE on December 19, 2014 ($57.04). Please see “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 for information regarding the assumptions made in the valuation.
|
Non-Employee Director Compensation Component
|
Prior to August 2014
|
Beginning in August 2014
|
|||
Annual Cash Retainer ($)
|
|
55,000
|
60,000
|
|
|
Annual Restricted Unit Grant ($ value of restricted units)
|
70,000
|
75,000
|
|
|
|
Per Meeting Fees (in-person attendance) ($)
|
|
1,250
|
1,500
|
|
|
Per Meeting Fees (telephonic attendance) ($)
|
|
500
|
500
|
|
|
Annual Audit and Compensation Committee Chair Retainers ($)
|
|
10,000
|
15,000
|
|
|
Annual Nominating, Governance and Conflicts Committee Chair Retainer ($)
|
|
10,000
|
10,000
|
|
|
Annual Chairman of the Board Retainer ($25,000 of value in restricted units/$50,000 cash)
|
|
75,000
|
75,000
|
|
|
Annual Lead Director Retainer ($)
|
|
n/a
|
15,000
|
|
|
|
|
|
|
|
Name of
Beneficial Owner
(1)
|
|
NuStar
Energy Units Beneficially Owned
(2)
|
|
NuStar Energy Units under Exercisable Options
(3)
|
|
Percentage of Outstanding NuStar Energy Units
(4)
|
|
NuStar GP Holdings Units Beneficially Owned
(5)
|
|
Percentage of Outstanding NuStar GP Holdings
Units
(6)
|
||
William E. Greehey
|
|
2,671,366
|
|
—
|
|
|
3.43%
|
|
8,213,774
|
|
|
19.14%
|
Bradley C. Barron
|
|
28,977
|
|
—
|
|
|
*
|
|
29,299
|
|
|
*
|
J. Dan Bates
|
|
22,400
|
|
—
|
|
|
*
|
|
2,000
|
|
|
*
|
Dan J. Hill
|
|
19,992
|
|
—
|
|
|
*
|
|
11,000
|
|
|
*
|
Rodman D. Patton
|
|
27,447
|
|
—
|
|
|
*
|
|
15,000
|
|
|
*
|
W. Grady Rosier
|
|
18,113
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Mary Rose Brown
|
|
44,603
|
|
—
|
|
|
*
|
|
49,233
|
|
|
*
|
Thomas R. Shoaf
|
|
17,228
|
|
2,825
|
|
|
*
|
|
13,773
|
|
|
*
|
Jorge A. del Alamo
|
|
10,750
|
|
—
|
|
|
*
|
|
1,225
|
|
|
*
|
Amy L. Perry
(7)
|
|
6,327
|
|
—
|
|
|
*
|
|
1,275
|
|
|
*
|
Karen M. Thompson
|
|
11,322
|
|
—
|
|
|
*
|
|
1,275
|
|
|
*
|
All directors and executive officers as a group (11 people)
|
|
2,878,525
|
|
2,825
|
|
|
3.70%
|
|
8,337,854
|
|
|
19.43%
|
|
|
|
|
|
|
|
|
|
|
|
||
* Indicates that the percentage of beneficial ownership does not exceed 1% of the class.
|
(1)
|
The business address for all beneficial owners listed above is 19003 IH-10 West, San Antonio, Texas 78257.
|
(2)
|
This column includes restricted units issued under the long-term incentive plans of NuStar GP, LLC. Restricted units granted under NuStar GP, LLC’s long-term incentive plans are rights to receive NuStar Energy units upon vest and, as such, may not be disposed of or voted until vested. The column does not include units that could be acquired under options, which information is set forth in the next column.
|
(3)
|
This column discloses units that may be acquired within 60 days of December 31, 2014 through the exercise of unit options.
|
(4)
|
As of December 31, 2014, 77,886,078 NuStar Energy units were issued and outstanding. There are no classes of equity securities of NuStar Energy outstanding other than the units. The calculation for “Percentage of Outstanding NuStar Energy Units” includes units listed under the captions “NuStar Energy Units Beneficially Owned” and “NuStar Energy Units under Exercisable Options.”
|
(5)
|
This column includes restricted units issued under the long-term incentive plan of NuStar GP Holdings. Restricted units granted under NuStar GP Holdings’ long-term incentive plan are rights to receive NuStar GP Holdings units upon vest and, as such, may not be disposed of or voted until vested.
|
(6)
|
As of December 31, 2014, 42,913,277 NuStar GP Holdings units were issued and outstanding. There are no classes of equity securities of NuStar GP Holdings outstanding other than the units.
|
(7)
|
Ms. Perry was divorced in September 2012 and, as a part of the settlement, Ms. Perry agreed to give her ex-spouse a portion of any NuStar Energy units she would receive in the future upon vesting of restricted units that were granted to her prior to September 2012 (in 2007 through 2011) and remained outstanding at the time of the divorce.
|
Name and Address of Beneficial Owner
|
|
Units
|
|
Percentage of Units
(4)
|
NuStar GP Holdings
(1)
|
|
10,248,179
|
|
13.2%
|
Oppenheimer Funds, Inc.
(2)
|
|
7,771,109
|
|
10.0%
|
ALPS Advisors, Inc.
(3)
|
|
4,155,451
|
|
5.3%
|
(1)
|
NuStar GP Holdings owns the units through its wholly owned subsidiaries, NuStar GP, LLC and Riverwalk Holdings, LLC. NuStar GP Holdings controls voting and investment power of the units through these wholly owned subsidiaries. NuStar GP Holdings’ business address is 19003 IH-10 West, San Antonio, Texas 78257.
|
(2)
|
As reported on a Schedule 13G filed on January 30, 2015, Oppenheimer Funds, Inc. (OFI) is an investment adviser that may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 7,771,109 units. The 7,771,109 units that OFI may be deemed to beneficially own include 6,208,932 units that Oppenheimer SteelPath MLP Income Fund (OSP), an investment company, may be deemed to beneficially own. OSP has shared voting and dispositive power with respect to the 6,208,932 units. OFI disclaims beneficial ownership of the units pursuant to Rule 13d-4 of the Securities Exchange Act of 1934. OPI’s business address is Two World Financial Center, 225 Liberty Street, New York, New York 10281. OSP’s business address is 6803 S. Tucson Way, Centennial, Colorado 80112.
|
(3)
|
As reported on a Schedule 13G filed on February 17, 2015, ALPS Advisors, Inc. (AAI) is an investment adviser that may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 4,155,451 units. The 4,155,451 units that AAI may be deemed to beneficially own include 4,143,307 units that Alerian MLP ETF (Alerian) may be deemed to beneficially own. Alerian has shared voting and dispositive power with respect to the 4,143,307 units. AAI disclaims beneficial ownership of the units pursuant to Rule 13d-4 of the Securities Exchange Act of 1934. The business address of AAI and Alerian is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
|
(4)
|
Assumes 77,886,078 units outstanding.
|
Plan categories
|
|
Number of securities to
be issued upon exercise of outstanding unit options, warrants and rights
(3)
|
|
Weighted-average
exercise price of outstanding unit options, warrants
and rights ($)
(4)
|
|
Number of securities
remaining for
future issuance
under equity
compensation plans
|
Equity Compensation Plans approved by security holders
(1)
|
|
669,906
|
|
57.44
|
|
1,441,988
|
Equity Compensation Plans not approved by security holders
(2)
|
|
63,584
|
|
57.51
|
|
—
|
(1)
|
The information in this row relates to NuStar GP, LLC’s Fourth Amended and Restated 2000 Long-Term Incentive Plan.
|
(2)
|
The information in this row relates to NuStar GP, LLC’s 2003 Employee Unit Incentive Plan, which terminated on June 16, 2013, and NuStar GP, LLC’s 2002 Unit Option Plan, which terminated on March 22, 2012.
|
(3)
|
Grants under NuStar GP, LLC’s long-term incentive plans do not dilute the interests of NuStar Energy unitholders. Upon the vesting of a restricted unit or performance unit or the exercise of a unit option granted under NuStar GP, LLC’s plan, NuStar GP, LLC purchases NuStar Energy units on the open market to satisfy that vesting or exercise. No new NuStar Energy units are issued to satisfy the vesting of restricted units or performance units or the exercises of unit options.
|
(4)
|
The information in this column includes only the exercise price for unit options. No value is included in this column for restricted units or performance units because they do not have an exercise price.
|
•
|
the 2% general partner interest in NuStar Energy, through its indirect 100% ownership interest in Riverwalk Logistics, L.P.;
|
•
|
100% of the incentive distribution rights issued by us, which entitle NuStar GP Holdings to receive increasing percentages of the cash we distribute, currently at the maximum percentage of 23%; and
|
•
|
10,248,179 NuStar Energy L.P. units representing 13.2% of the issued and outstanding NuStar Energy common units.
|
•
|
is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;
|
•
|
consists of charitable contributions by NuStar Energy to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years;
|
•
|
consists of charitable contributions by NuStar Energy to any organization with which a director, or any member of a director’s immediate family, is affiliated as an officer, director or trustee pursuant to a matching gift program of NuStar Energy and made on terms applicable to employees and directors, or is in amounts that do not exceed $250,000 per year; and
|
•
|
is not required to be disclosed in this Annual Report on Form 10-K.
|
Category of Service
|
|
2014
|
|
2013
|
||||
Audit fees
(1)
|
|
$
|
2,433,000
|
|
|
$2,433,000
|
|
|
Audit-related fees
(2)
|
|
—
|
|
|
186,000
|
|
||
Tax fees
(3)
|
|
8,000
|
|
|
22,612
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
2,441,000
|
|
|
$
|
2,641,612
|
|
(1)
|
Audit fees for 2014 and 2013 were for professional services rendered by KPMG in connection with the audits of our annual financial statements for the years ended December 31, 2014 and 2013, respectively, included in our Annual Reports on Form 10-K, reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q, the audit of the effectiveness of our internal control over financial reporting as of December 31, 2014 and 2013, respectively, and related services that that are normally provided by the principal auditor (e.g., comfort letters and assistance with review of documents filed with the SEC).
|
(2)
|
Audit-related fees for 2013 were for assurance and related services rendered by KPMG that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”
|
(3)
|
Tax fees for 2014 and 2013 were for professional services rendered by KPMG for tax compliance, tax advice and tax planning.
|
(a)
|
|
(1
|
)
|
|
Financial Statements
. The following consolidated financial statements of NuStar Energy L.P. and its subsidiaries are included in Part II, Item 8 of this Form 10-K:
|
|
|
|
|
Management’s Report on Internal Control over Financial Reporting
Reports of independent registered public accounting firm (KPMG LLP)
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Income for the Years Ended December 31, 2014, 2013 and 2012
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012
Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2014, 2013 and 2012
Notes to Consolidated Financial Statements
|
|
|
|
(2
|
)
|
|
Financial Statement Schedules and Other Financial Information.
No financial statement schedules are submitted because either they are inapplicable or because the required information is included in the consolidated financial statements or notes thereto.
|
|
|
(3
|
)
|
|
Exhibits
|
|
|
|
|
Filed as part of this Form 10-K are the following:
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
||
|
|
|
|
|
|
|
3.01
|
|
|
Amended and Restated Certificate of Limited Partnership of Shamrock Logistics, L.P., effective January 1, 2002
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.3
|
|
|
|
|
|
|
|
|
3.02
|
|
|
Amendment to Certificate of Limited Partnership of Valero L.P., dated March 21, 2007 and effective April 1, 2007
|
|
NuStar Energy L.P.’s Current Report on Form 8-K, filed March 27, 2007 (File No. 001-16417), Exhibit 3.01
|
|
|
|
|
|
|
|
|
3.03
|
|
|
Third Amended and Restated Agreement of Limited Partnership of Valero L.P., dated as of March 18, 2003
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-16417), Exhibit 3.1
|
|
|
|
|
|
|
|
|
3.04
|
|
|
Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Valero L.P., dated as of March 11, 2004
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2003 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
|
3.05
|
|
|
Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Valero L.P., dated as of July 1, 2005
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 001-16417), Exhibit 4.01
|
|
|
|
|
|
|
|
|
3.06
|
|
|
Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P., dated as of April 10, 2008
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 15, 2008 (File No. 001-16417), Exhibit 3.1
|
|
|
|
|
|
|
|
|
3.07
|
|
|
Amended and Restated Certificate of Limited Partnership of Shamrock Logistics Operations, L.P., dated as of January 7, 2002 and effective January 8, 2002
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.8
|
|
|
|
|
|
|
|
|
3.08
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of Valero Logistics Operations, L.P., dated March 21, 2007 and effective April 1, 2007
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-16417), Exhibit 3.03
|
|
|
|
|
|
|
|
|
3.09
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of NuStar Logistics, L.P., dated and effective as of March 18, 2014
|
|
*
|
|
|
|
|
|
|
|
|
3.10
|
|
|
Second Amended and Restated Agreement of Limited Partnership of Shamrock Logistics Operations, L.P., dated as of April 16, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.9
|
|
|
|
|
|
|
|
|
3.11
|
|
|
First Amendment to Second Amended and Restated Agreement of Limited Partnership of Shamrock Logistics Operations, L.P., effective as of April 16, 2001
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
3.12
|
|
|
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Shamrock Logistics Operations, L.P., dated as of January 7, 2002
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.10
|
|
|
|
|
|
|
|
|
3.13
|
|
|
Certificate of Limited Partnership of Riverwalk Logistics, L.P., dated as of June 5, 2000
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.7
|
|
|
|
|
|
|
|
|
3.14
|
|
|
First Amended and Restated Limited Partnership Agreement of Riverwalk Logistics, L.P., dated as of April 16, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.16
|
|
|
|
|
|
|
|
|
3.15
|
|
|
Certificate of Formation of Shamrock Logistics GP, LLC, dated as of December 7, 1999
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.9
|
|
|
|
|
|
|
|
|
3.16
|
|
|
Certificate of Amendment to Certificate of Formation of Shamrock Logistics GP, LLC, dated as of December 31, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.14
|
|
|
|
|
|
|
|
|
3.17
|
|
|
Certificate of Amendment to Certificate of Formation of Valero GP, LLC, dated March 21, 2007 and effective April 1, 2007
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-16417), Exhibit 3.02
|
|
|
|
|
|
|
|
|
3.18
|
|
|
First Amended and Restated Limited Liability Company Agreement of Shamrock Logistics GP, LLC, dated as of June 5, 2000
|
|
NuStar Energy L.P.’s Amendment No. 5 to Registration Statement on Form S-1 filed March 29, 2001 (File No. 333-43668), Exhibit 3.10
|
|
|
|
|
|
|
|
|
3.19
|
|
|
First Amendment to First Amended and Restated Limited Liability Company Agreement of Shamrock Logistics GP, LLC, effective as of December 31, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.15
|
|
|
|
|
|
|
|
|
3.20
|
|
|
Second Amendment to First Amended and Restated Limited Liability Company Agreement of Valero GP, LLC, effective as of June 1, 2006
|
|
*
|
|
|
|
|
|
|
|
|
4.01
|
|
|
Indenture, dated as of July 15, 2002, among Valero Logistics Operations, L.P., as Issuer, Valero L.P., as Guarantor, and The Bank of New York, as Trustee, relating to Senior Debt Securities
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 15, 2002 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
|
4.02
|
|
|
First Supplemental Indenture, dated as of July 15, 2002, to Indenture dated as of July 15, 2002, in each case among Valero Logistics Operations, L.P., as Issuer, Valero L.P., as Guarantor, and The Bank of New York, as Trustee, relating to 6 7/8% Senior Notes due 2012
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 15, 2002 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
|
|
4.03
|
|
|
Second Supplemental Indenture, dated as of March 18, 2003, to Indenture dated as of July 15, 2002, as amended and supplemented by a First Supplemental Indenture thereto dated as of July 15, 2002, in each case among Valero Logistics Operations, L.P., as Issuer, Valero L.P., as Guarantor, and The Bank of New York, as Trustee (including, form of global note representing $250,000,000 6.05% Senior Notes due 2013)
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
|
4.04
|
|
|
Third Supplemental Indenture, dated as of July 1, 2005, to Indenture dated as of July 15, 2002, as amended and supplemented, among Valero Logistics Operations, L.P., Valero L.P., Kaneb Pipe Line Operating Partnership, L.P., and The Bank of New York Trust Company, N.A.
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 001-16417), Exhibit 4.02
|
|
|
|
|
|
|
|
4.05
|
|
|
Instrument of Resignation, Appointment and Acceptance, dated March 31, 2008, among NuStar Logistics, L.P., NuStar Energy L.P., Kaneb Pipeline Operating Partnership, L.P., The Bank of New York Trust Company N.A., and Wells Fargo Bank, National Association
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 4.05
|
|
|
|
|
|
|
|
|
4.06
|
|
|
Fourth Supplemental Indenture, dated as of April 4, 2008, to Indenture dated as of July 15, 2002, among NuStar Logistics L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 4, 2008 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
|
|
4.07
|
|
|
Fifth Supplemental Indenture, dated as of August 12, 2010, to Indenture dated as of July 15, 2002, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 16, 2010 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
|
4.08
|
|
|
Sixth Supplemental Indenture, dated as of February 2, 2012, to Indenture dated as of July 15, 2002, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed February 7, 2012 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
|
4.09
|
|
|
Seventh Supplemental Indenture, dated as of August 19, 2013, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 23, 2013 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
|
4.10
|
|
|
Indenture, dated as of January 22, 2013, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to Subordinated Debt Securities
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
|
4.11
|
|
|
First Supplemental Indenture, dated as of January 22, 2013, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Parent Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
|
|
10.01
|
|
|
5-Year Revolving Credit Agreement, dated as of May 2, 2012, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Suntrust Bank, Mizuho Corporate Bank, Ltd., as Co-Syndication Agents, and Wells Fargo Bank, National Association, Barclays Bank PLC, as Co-Documentation Agents, and J.P. Morgan Securities Inc., Suntrust Robinson Humphrey, Inc., Mizuho Corporate Bank, Ltd., Wells Fargo Securities, LLC and Barclays Bank PLC as Joint Bookrunners and Joint Lead Arrangers
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed May 8, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
10.02
|
|
|
First Amendment to 5-Year Revolving Credit Agreement, dated as of June 29, 2012, among NuStar Logistics, L.P., NuStar Energy L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.03
|
|
|
Second Amendment to 5-Year Revolving Credit Agreement, dated as of November 30, 2012, among NuStar Logistics, L.P., NuStar Energy L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2012 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
|
10.04
|
|
|
Third Amendment to 5-Year Revolving Credit Agreement, dated as of January 11, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2012 (File No. 001-16417), Exhibit 10.04
|
|
|
|
|
|
|
|
|
10.05
|
|
|
Fourth Amendment to 5-Year Revolving Credit Agreement, dated as of December 4, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders Party thereto
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.05
|
|
|
|
|
|
|
|
|
10.06
|
|
|
Amended and Restated 5-Year Revolving Credit Agreement, dated as of October 29, 2014, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank and Mizuho Bank, Ltd., as Co-Syndication Agents, Wells Fargo Bank, National Association and PNC Bank, National Association, as Co-Documentation Agents, and J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc., Mizuho Bank, Ltd., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Bookrunners and Joint Lead Arrangers
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed October 31, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
||
10.07
|
|
|
Lease Agreement Between Parish of St. James, State of Louisiana and NuStar Logistics, L.P. dated as of July 1, 2010
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 21, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
||
10.08
|
|
|
Letter of Credit Agreement dated June 5, 2012 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 12, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
||
10.09
|
|
|
First Amendment to Letter of Credit Agreement, dated as of June 29, 2012, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
||
10.10
|
|
|
Second Amendment to Letter of Credit Agreement, dated as of January 17, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
*
|
|
|
|
|
|
|
||
10.11
|
|
|
Third Amendment to Letter of Credit Agreement, dated as of March 8, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
*
|
|
|
|
|
|
|
||
10.12
|
|
|
Fourth Amendment to Letter of Credit Agreement, dated as of April 19, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
*
|
|
|
|
|
|
|
10.13
|
|
|
Fifth Amendment to Letter of Credit Agreement, dated as of April 23, 2014, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
*
|
|
|
|
|
|
|
||
10.14
|
|
|
Sixth Amendment to Letter of Credit Agreement, dated as of November 3, 2014, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
||
10.15
|
|
|
Lease Agreement between Parish of St. James, State of Louisiana and NuStar Logistics, L.P. dated as of December 1, 2010
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed December 30, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
||
10.16
|
|
|
Letter of Credit Agreement dated as of September 3, 2014 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 9, 2014 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
||
10.17
|
|
|
Amendment No. 1 to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of November 3, 2014 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
||
10.18
|
|
|
Lease Agreement between Parish of St. James, State of Louisiana and NuStar Logistics, L.P. dated as of August 1, 2011
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 10, 2011 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
||
10.19
|
|
|
Letter of Credit Agreement dated as of June 5, 2013 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Nova Scotia, as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 11, 2013 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
||
10.20
|
|
|
Amendment No. 1 to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of November 3, 2014 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Nova Scotia, as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
||
+10.21
|
|
|
NuStar GP, LLC Amended and Restated 2003 Employee Unit Incentive Plan, amended and restated as of April 1, 2007
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
|
+10.22
|
|
|
Form of Unit Option Agreement under the NuStar GP, LLC Amended and Restated 2003 Employee Unit Incentive Plan, as amended
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2006 (File No. 001-16417), Exhibit 10.11
|
|
|
|
|
|
|
|
|
+10.23
|
|
|
NuStar GP, LLC Amended and Restated 2002 Unit Option Plan, amended and restated as of April 1, 2007
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
|
+10.24
|
|
|
NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of May 1, 2011
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed May 10, 2011 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
+10.25
|
|
|
NuStar GP, LLC Fourth Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of January 1, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.10
|
|
|
|
|
|
|
|
|
+10.26
|
|
|
Form of Restricted Unit Award Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (substantially the same for 2008 and 2009 awards)
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 10, 2008 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
+10.27
|
|
|
Form of Unit Option Award Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 3, 2006 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
|
+10.28
|
|
|
Form of 2010 Restricted Unit Award Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 5, 2011(File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
|
+10.29
|
|
|
Form of 2011 and 2012 Restricted Unit Award Agreement under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 31, 2012 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
|
+10.30
|
|
|
Form of 2013 Restricted Unit Award Agreement under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.15
|
|
|
|
|
|
|
|
|
+10.31
|
|
|
Form of Amended and Restated Performance Unit Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (for 2006, 2007, 2008 and 2009 awards)
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed December 8, 2009 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
|
+10.32
|
|
|
Omnibus Amendment to Form of Amended and Restated Performance Unit Agreements under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (for 2006, 2007, 2008 and 2009 awards)
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed February 2, 2010 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
|
+10.33
|
|
|
Form of Performance Unit Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (substantially the same for 2010, 2011, 2012 and 2013 awards with appropriate adjustments based on award dates)
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2009 (File No. 001-16417), Exhibit 10.11
|
|
|
|
|
|
|
|
|
+10.34
|
|
|
Form of Waiver Related to Certain Performance Units (for 2009, 2010 and 2011 awards)
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 31, 2012 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
|
|
+10.35
|
|
|
Form of Non-employee Director Restricted Unit Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (substantially the same for 2010, 2011 and 2012 awards)
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 5, 2011(File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
|
+10.36
|
|
|
Form of 2013 Non-employee Director Restricted Unit Agreement under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.21
|
|
|
|
|
|
|
|
|
+10.37
|
|
|
NuStar Energy L.P. Annual Bonus Plan
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2006 (File No. 001-16417), Exhibit 10.18
|
|
|
|
|
|
|
|
|
+10.38
|
|
|
Form of Change of Control Severance Agreement with executive officers of NuStar GP, LLC (substantially the same for all executive officers, except for payment multiple)
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 001-16417), Exhibit 10.06
|
|
|
|
|
|
|
|
|
+10.39
|
|
|
NuStar Excess Pension Plan, amended and restated effective as of January 1, 2008
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 10.29
|
|
|
|
|
|
|
||
+10.40
|
|
|
NuStar Excess Thrift Plan, amended and restated effective as of January 1, 2008
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 10.30
|
|
|
|
|
|
|
||
10.41
|
|
|
Non-Compete Agreement, dated July 19, 2006, between Valero GP Holdings, LLC, Valero L.P., Riverwalk Logistics, L.P. and Valero GP, LLC
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2006 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
10.42
|
|
|
Services Agreement, effective as of January 1, 2008, between NuStar GP, LLC and NuStar Energy L.P.
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2008 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
10.43
|
|
|
Amended and Restated Aircraft Time Sharing Agreement, dated as of September 4, 2009, between NuStar Logistics, L.P. and William E. Greehey
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2009 (File No. 001-16417), Exhibit 10.24
|
|
|
|
|
|
|
|
|
10.44
|
|
|
Crude Oil Sales Agreement between NuStar Marketing LLC and PDVSA-Petróleo S.A., an affiliate of Petróleos de Venezuela S.A., the national oil company of the Bolivarian Republic of Venezuela, dated effective as of March 1, 2008
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 25, 2008 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
|
10.45
|
|
|
Amendment to Crude Oil Sales Agreement between PDVSA-Petróleo S.A., NuStar Logistics, L.P. and NuStar Marketing LLC, effective as of October 1, 2012
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2013 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
10.46
|
|
|
Purchase and Sale Agreement by and among NuStar Energy L.P., NuStar Logistics, L.P., NuStar Asphalt Refining, LLC, NuStar Marketing LLC, NuStar GP, LLC, NuStar Asphalt LLC and Asphalt Acquisition LLC dated as of July 3, 2012
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
10.47
|
|
|
Letter Agreement by and among Asphalt Acquisition LLC, NuStar Energy L.P., NuStar Logistics, L.P., NuStar Asphalt Refining, LLC, NuStar Marketing LLC, NuStar GP, LLC and NuStar Asphalt LLC dated August 2, 2012
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2012 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
|
10.48
|
|
|
Amendment No. 1 to Purchase and Sale Agreement dated as of September 28, 2012 by and among NuStar Energy L.P., NuStar Logistics, L.P., NuStar Asphalt Refining, LLC, NuStar Marketing LLC, NuStar GP, LLC, NuStar Asphalt LLC and Asphalt Acquisition LLC
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2012 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
|
10.49
|
|
|
Amended and Restated Transaction Agreement by and between LG Asphalt L.P. and NuStar Logistics, L.P. dated as of December 20, 2013
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.47
|
|
|
|
|
|
|
|
|
10.50
|
|
|
Amendment No. 1 to Amended and Restated Transaction Agreement dated as of January 29, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.48
|
|
|
|
|
|
|
|
|
10.51
|
|
|
Amendment No. 2 to Amended and Restated Transaction Agreement dated as of February 26, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.49
|
|
|
|
|
|
|
|
|
12.01
|
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
|
*
|
|
|
|
|
|
|
|
|
14.01
|
|
|
Code of Ethics for Senior Financial Officers
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2003 (File No. 001-16417), Exhibit 14.1
|
|
|
|
|
|
|
|
|
21.01
|
|
|
List of subsidiaries of NuStar Energy L.P.
|
|
*
|
|
|
|
|
|
|
|
|
23.01
|
|
|
Consent of KPMG LLP dated February 26, 2015 (NuStar Energy L.P.)
|
|
*
|
|
|
|
|
|
|
|
|
23.02
|
|
|
Consent of KPMG LLP dated February 26, 2015 (NuStar Asphalt LLC)
|
|
*
|
|
|
|
|
|
|
|
|
24.01
|
|
|
Powers of Attorney (included in signature page of this Form 10-K)
|
|
*
|
|
|
|
|
|
|
|
|
31.01
|
|
|
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer
|
|
*
|
|
|
|
|
|
|
|
31.02
|
|
|
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer
|
|
*
|
|
|
|
|
|
|
|
|
32.01
|
|
|
Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal executive officer
|
|
**
|
|
|
|
|
|
|
|
|
32.02
|
|
|
Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal financial officer
|
|
**
|
|
|
|
|
|
|
|
|
99.01
|
|
|
Audit Committee Pre-Approval Policy
|
|
*
|
|
|
|
|
|
|
|
|
99.02
|
|
|
Consolidated Financial Statements of NuStar Asphalt LLC for December 31, 2013 and 2012
|
|
*
|
|
|
|
|
|
|
|
|
99.03
|
|
|
Unaudited Consolidated Financial Statements of NuStar Asphalt LLC as of February 25, 2014 and for the period from January 1, 2014 to February 25, 2014
|
|
*
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
*
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
*
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
*
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
*
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
*
|
Filed herewith.
|
|
|
**
|
Furnished herewith.
|
|
|
+
|
Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto pursuant to Item 15(c) of Form 10-K.
|
|
|
NUSTAR ENERGY L.P.
|
|
(Registrant)
|
|
|
|
By:
|
Riverwalk Logistics, L.P., its general partner
|
|
By: NuStar GP, LLC, its general partner
|
|
|
By:
|
/s/ Bradley C. Barron
|
|
Bradley C. Barron
|
|
President and Chief Executive Officer
|
|
February 26, 2015
|
|
|
By:
|
/s/ Thomas R. Shoaf
|
|
Thomas R. Shoaf
|
|
Executive Vice President and Chief Financial Officer
|
|
February 26, 2015
|
|
|
By:
|
/s/ Jorge A. del Alamo
|
|
Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 26, 2015
|
Signature
|
Title
|
Date
|
|
|
|
/s/ William E. Greehey
|
Chairman of the Board
|
February 26, 2015
|
William E. Greehey
|
|
|
|
|
|
/s/ Bradley C. Barron
|
President, Chief Executive
|
February 26, 2015
|
Bradley C. Barron
|
Officer and Director
(Principal Executive Officer)
|
|
|
|
|
/s/ Thomas R. Shoaf
|
Executive Vice President
|
February 26, 2015
|
Thomas R. Shoaf
|
and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
/s/ Jorge A. del Alamo
|
Senior Vice President and Controller
|
February 26, 2015
|
Jorge A. del Alamo
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ J. Dan Bates
|
Director
|
February 26, 2015
|
J. Dan Bates
|
|
|
|
|
|
/s/ Dan J. Hill
|
Director
|
February 26, 2015
|
Dan J. Hill
|
|
|
|
|
|
/s/ Rodman D. Patton
|
Director
|
February 26, 2015
|
Rodman D. Patton
|
|
|
|
|
|
/s/ W. Grady Rosier
|
Director
|
February 26, 2015
|
W. Grady Rosier
|
|
|
By:
|
Riverwalk Logistics, L.P., its General Partner
|
By:
|
Riverwalk Logistics, L.P., its General Partner
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing
operations before provision for
income taxes and income from
equity investees
|
$
|
220,174
|
|
|
$
|
(132,786
|
)
|
|
$
|
(132,173
|
)
|
|
$
|
225,771
|
|
|
$
|
244,917
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
153,236
|
|
|
149,090
|
|
|
122,286
|
|
|
109,825
|
|
|
102,642
|
|
|||||
Amortization of capitalized interest
|
1,385
|
|
|
1,216
|
|
|
1,012
|
|
|
793
|
|
|
642
|
|
|||||
Distributions from joint ventures
|
7,587
|
|
|
7,956
|
|
|
6,364
|
|
|
14,374
|
|
|
9,625
|
|
|||||
Less: Interest capitalized
|
(5,667
|
)
|
|
(4,501
|
)
|
|
(7,737
|
)
|
|
(5,388
|
)
|
|
(3,701
|
)
|
|||||
Total earnings
|
$
|
376,715
|
|
|
$
|
20,975
|
|
|
$
|
(10,248
|
)
|
|
$
|
345,375
|
|
|
$
|
354,125
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
$
|
132,281
|
|
|
$
|
127,119
|
|
|
$
|
90,535
|
|
|
$
|
81,539
|
|
|
$
|
77,764
|
|
Interest capitalized
|
5,667
|
|
|
4,501
|
|
|
7,737
|
|
|
5,388
|
|
|
3,701
|
|
|||||
Rental expense interest factor (a)
|
15,288
|
|
|
17,470
|
|
|
24,014
|
|
|
22,898
|
|
|
21,177
|
|
|||||
Total fixed charges
|
$
|
153,236
|
|
|
$
|
149,090
|
|
|
$
|
122,286
|
|
|
$
|
109,825
|
|
|
$
|
102,642
|
|
Ratio of earnings to fixed charges
|
2.5x
|
|
|
(b)
|
|
|
(c)
|
|
|
3.1x
|
|
|
3.5x
|
|
(a)
|
The interest portion of rental expense represents one-third of rents, which is deemed representative of the interest portion of rental expense.
|
(b)
|
For the year ended December 31, 2013, earnings were insufficient to cover fixed charges by $128.1 million. The deficiency included a goodwill impairment loss of $304.5 million related to the Statia terminals reporting unit.
|
(c)
|
For the year ended December 31, 2012, earnings were insufficient to cover fixed charges by $132.5 million. The deficiency included the effect of $271.8 million of impairment losses mainly resulting from the write-down of the carrying value of our long-lived assets related to our asphalt operations, including fixed assets, goodwill, intangible assets and other long-term assets.
|
|
|
|
|
Name of Entity
|
Jurisdiction of Organization
|
Bicen Development Corporation N.V.
|
Sint Eustatius
|
Cooperatie NuStar Holdings U.A.
|
Netherlands
|
Diamond K Limited
|
Bermuda
|
LegacyStar Services, LLC
|
Delaware
|
NS Security Services, LLC
|
Delaware
|
NuStar Asphalt Chickasaw, LLC
|
Texas
|
NuStar Asphalt Holdings, Inc.
|
Delaware
|
NuStar Asphalt Holdings, LLC
|
Delaware
|
NuStar Burgos, LLC
|
Delaware
|
NuStar Caribe Terminals, Inc.
|
Delaware
|
NuStar Eastham Limited
|
England
|
NuStar Energy Services, Inc.
|
Delaware
|
NuStar GP, Inc.
|
Delaware
|
NuStar Grangemouth Limited
|
England
|
NuStar Holdings B.V.
|
Netherlands
|
NuStar Internacional, S de R.L. de C.V.
|
Mexico
|
NuStar Logistics, L.P.
|
Delaware
|
NuStar Pipeline Company, LLC
|
Delaware
|
NuStar Pipeline Holding Company, LLC
|
Delaware
|
NuStar Pipeline Operating Partnership L.P.
|
Delaware
|
NuStar Pipeline Partners L.P.
|
Delaware
|
NuStar Refining, LLC
|
Delaware
|
NuStar Supply & Trading LLC
|
Delaware
|
NuStar Terminals Antilles N.V.
|
Curacao
|
NuStar Terminals B.V.
|
Netherlands
|
NuStar Terminals Canada Co.
|
Nova Scotia
|
NuStar Terminals Canada Holdings Co.
|
Nova Scotia
|
NuStar Terminals Canada Partnership
|
Nova Scotia
|
NuStar Terminals Corporation N.V.
|
Curacao
|
NuStar Terminals Delaware, Inc.
|
Delaware
|
NuStar Terminals International N.V.
|
Curacao
|
NuStar Terminals Limited
|
England
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Entity
|
Jurisdiction of Organization
|
NuStar Terminals Marine Services N.V.
|
Sint Eustatius
|
NuStar Terminals New Jersey, Inc.
|
Delaware
|
NuStar Terminals N.V.
|
Sint Eustatius
|
NuStar Terminals Operations Partnership L.P.
|
Delaware
|
NuStar Terminals Partners TX L.P.
|
Delaware
|
NuStar Terminals Services, Inc.
|
Delaware
|
NuStar Terminals Texas, Inc.
|
Delaware
|
NuStar Texas Holdings, Inc.
|
Delaware
|
Petroburgos, S. de R.L. de C.V.
|
Mexico
|
Point Tupper Marine Services Co.
|
Nova Scotia
|
Saba Company N.V.
|
Sint Eustatius
|
Seven Seas Steamship Company (Sint Eustatius) N.V.
|
Sint Eustatius
|
Shore Terminals LLC
|
Delaware
|
ST Linden Terminal, LLC
|
Delaware
|
/s/ Bradley C. Barron
|
Bradley C. Barron
|
President and Chief Executive Officer
|
/s/ Thomas R. Shoaf
|
Thomas R. Shoaf
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Bradley C. Barron
|
Bradley C. Barron
|
President and Chief Executive Officer
|
February 26, 2015
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Thomas R. Shoaf
|
Thomas R. Shoaf
|
Executive Vice President and Chief Financial Officer
|
February 26, 2015
|
•
|
specifically approved by the Audit Committee, or
|
•
|
entered into pursuant to this Preapproval Policy.
|
1
|
It is understood that estimated amounts that are denominated in dollars but are ordinarily paid in another currency are subject to foreign exchange rate fluctuations. Thus, variances from estimated amounts arising as a result of changes in foreign currency exchange rates from the time of preparation of the relevant approval request will not be considered to be variances from the budgeted amount and payment of the related invoices will not require subsequent approval.
|
Service
|
annual audit services for NuStar Energy
|
assistance with and review of documents filed with the SEC including registration statements, reports on Forms 10-K and 10-Q, and other documents
|
services associated with other documents issued in connection with securities offerings (
e.g.
, comfort letters, consents)
|
assistance in responding to SEC comment letters
|
statutory audits (
e.g.
, FERC audits) and financial audits for subsidiaries of the Company, including statutory audits required for insurance companies for purposes of state law
|
certificates, letters and opinions issued to regulators, agencies and other third-parties (
e.g.
, insurance, banking, environmental) regarding the Company’s assets and/or operations that only the Company’s independent auditors reasonably can provide
|
Annual Audit Services for NuStar Energy
$2,375,000
|
Pre-approval fee limit for Audit Services (other than services pertaining to registration statements or prospectuses in connection with securities offerings)
$250,000
|
Pre-approval fee limit for Audit Services pertaining to registration statements or prospectuses in connection with securities offerings
$250,000
|
Service
|
due diligence services pertaining to potential business acquisitions or dispositions
|
financial statement audits of employee benefit plans
|
accounting consultations and audits in connection with acquisitions
|
consultations concerning principles of accounting and/or financial reporting treatment under standards or interpretations by the SEC, PCAOB, FASB or other regulatory or standard-setting bodies (outside those consultations necessary to perform an audit or review of the Company’s financial statements in accordance with GAAS)
|
agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters
|
|
Pre-approval fee limit for Audit-Related Services
$250,000
|
Service
|
U.S. federal, state and local tax compliance, including the preparation of original and amended tax returns and claims for refunds
|
U.S. federal, state and local tax planning and advice, including assistance with tax audits and appeals (but expressly excluding advocacy or litigation services), tax advice related to mergers and acquisitions, tax advice relating to employee benefit plans, and requests for rulings or technical advice from taxing authorities
|
review of federal, state, local and international income, franchise, and other tax returns
|
|
Pre-approval fee limit for Tax Services
$100,000
|
Service
|
none
|
|
Pre-approval fee limit for All Other Services
$ 0
|
•
|
Bookkeeping or other services related to the accounting records or financial statements of the audit client*
|
•
|
Financial information systems design and implementation*
|
•
|
Appraisal or valuation services, fairness opinions or contribution-in-kind reports*
|
•
|
Actuarial services*
|
•
|
Internal audit outsourcing services*
|
•
|
Management functions
|
•
|
Human resources
|
•
|
Broker-dealer, investment adviser or investment banking services
|
•
|
Legal services
|
•
|
Expert services unrelated to the audit
|
•
|
Any services entailing a contingent fee or commission (not including fees awarded by a bankruptcy court when the audit client is in bankruptcy)
|
•
|
Tax services to an officer of the audit client whose role is in a financial reporting oversight capacity (regardless of whether the audit client or the officer pays the fee for the services)
|
•
|
Planning or opining on the tax consequences of a “listed,” i.e. tax avoidance, transaction
|
•
|
Planning or opining on the tax consequences of a “confidential” transaction, i.e., where tax advice is given under restriction of confidentiality (regardless of the fee to be paid)
|
•
|
Planning or opining on a transaction that is based on an “aggressive interpretation” of tax laws and regulations, if the transaction was recommended by the audit firm and a significant purpose of which is tax avoidance unless the proposed tax treatment is at least more likely than not to be allowed under current tax laws
|
*
|
Provision of these non-audit services may be permitted if it is reasonable to conclude that the results of these services will not be subject to audit procedures. Materiality is not an appropriate basis upon which to overcome the rebuttable presumption that prohibited services will be subject to audit procedures because determining materiality is itself a matter of audit judgment.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,130
|
|
|
$
|
32,253
|
|
Accounts receivable, net of allowance for doubtful accounts of
|
|
|
|
||||
$429 and $0, respectively
|
56,803
|
|
|
81,054
|
|
||
Inventories
|
194,989
|
|
|
248,024
|
|
||
Other current assets
|
6,135
|
|
|
4,512
|
|
||
Total current assets
|
259,057
|
|
|
365,843
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
215,881
|
|
|
193,058
|
|
||
Accumulated depreciation
|
(13,674)
|
|
|
(2,656)
|
|
||
Property, plant and equipment, net
|
202,207
|
|
|
190,402
|
|
||
Other long-term assets, net
|
42,860
|
|
|
50,582
|
|
||
Total assets
|
$
|
504,124
|
|
|
$
|
606,827
|
|
|
|
|
|
||||
Liabilities and Members’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
53,716
|
|
|
$
|
48,835
|
|
Payable to related parties
|
51,221
|
|
|
114,061
|
|
||
Accrued interest payable
|
27
|
|
|
272
|
|
||
Accrued liabilities
|
5,133
|
|
|
11,576
|
|
||
Taxes other than income tax
|
785
|
|
|
720
|
|
||
Total current liabilities
|
110,882
|
|
|
175,464
|
|
||
|
|
|
|
||||
Long-term debt
|
90,000
|
|
|
133,000
|
|
||
Long-term debt to NuStar Logistics, L.P.
|
176,672
|
|
|
95,711
|
|
||
Other long-term liabilities
|
6,548
|
|
|
2,848
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
|
|
|
|
||||
Members’ equity
|
120,710
|
|
|
199,804
|
|
||
Accumulated other comprehensive loss
|
(688)
|
|
|
—
|
|
||
Total members’ equity
|
120,022
|
|
|
199,804
|
|
||
Total liabilities and members’ equity
|
$
|
504,124
|
|
|
$
|
606,827
|
|
|
Year ended
December 31, 2013
|
|
Period from September 28, 2012
(inception) to
December 31, 2012
|
||||
|
|
|
|
||||
Product sales
|
$
|
1,589,912
|
|
|
$
|
451,970
|
|
Cost of product sales
|
1,543,316
|
|
|
441,411
|
|
||
Gross margin
|
46,596
|
|
|
10,559
|
|
||
|
|
|
|
||||
Operating expenses
|
74,325
|
|
|
23,260
|
|
||
Depreciation expense
|
11,017
|
|
|
2,656
|
|
||
General and administrative expenses
|
25,854
|
|
|
4,215
|
|
||
|
|
|
|
||||
Operating loss
|
(64,600)
|
|
|
(19,572)
|
|
||
Interest expense
|
(15,250)
|
|
|
(3,319)
|
|
||
Other income (expense), net
|
152
|
|
|
(4,305)
|
|
||
|
|
|
|
||||
Net loss
|
$
|
(79,698
|
)
|
|
$
|
(27,196
|
)
|
|
Year ended
December 31, 2013
|
|
Period from September 28, 2012
(inception) to
December 31, 2012
|
||||
|
|
|
|
||||
Net loss
|
$
|
(79,698
|
)
|
|
$
|
(27,196
|
)
|
Other comprehensive income:
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
||||
Prior service cost
|
(1,259)
|
|
|
—
|
|
||
Net actuarial gain
|
571
|
|
|
—
|
|
||
Total other comprehensive loss
|
(688)
|
|
|
—
|
|
||
Comprehensive loss
|
$
|
(80,386
|
)
|
|
$
|
(27,196
|
)
|
|
Year ended
December 31, 2013
|
Period from September 28, 2012
(inception) to
December 31, 2012
|
||||
|
|
|
||||
Cash flows from operating activities:
|
|
|
||||
Net loss
|
$
|
(79,698
|
)
|
$
|
(27,196
|
)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
||||
Depreciation expense
|
11,017
|
|
2,656
|
|
||
Amortization of debt issuance costs
|
2,395
|
|
645
|
|
||
NuStar unit long-term incentive expense (note 9)
|
604
|
|
—
|
|
||
Changes in current assets and liabilities:
|
|
|
||||
(Increase) decrease in accounts receivable
|
24,251
|
|
(81,054)
|
|
||
Decrease in receivable from related party
|
—
|
|
5,678
|
|
||
(Increase) decrease in inventories
|
58,348
|
|
(244,957)
|
|
||
(Increase) in other current assets
|
(1,623)
|
|
(3,580)
|
|
||
Increase in accounts payable
|
5,869
|
|
43,944
|
|
||
Increase (decrease) in payable to related parties
|
(62,840)
|
|
114,061
|
|
||
Increase (decrease) in accrued interest payable
|
(245)
|
|
272
|
|
||
Increase (decrease) in accrued liabilities
|
(6,443)
|
|
10,759
|
|
||
Increase (decrease) in taxes other than income
|
65
|
|
(582)
|
|
||
Decrease in other long-term assets
|
14
|
|
—
|
|
||
Increase in other long-term liabilities
|
2,681
|
|
—
|
|
||
Other
|
1
|
|
48
|
|
||
Net cash used in operating activities
|
(45,604)
|
|
(179,306)
|
|
||
|
|
|
||||
Cash flows from investing activities:
|
|
|
||||
Capital expenditures
|
(23,480)
|
|
(4,825)
|
|
||
Net cash used in investing activities
|
(23,480)
|
|
(4,825)
|
|
||
|
|
|
||||
Cash flows from financing activities:
|
|
|
||||
Proceeds from long-term debt borrowings, net of issuance costs
|
|
|
||||
of $0 and $12,381, respectively
|
659,472
|
|
291,330
|
|
||
Long-term debt repayments
|
(621,511)
|
|
(75,000)
|
|
||
Net cash provided by financing activities
|
37,961
|
|
216,330
|
|
||
Net (decrease) increase in cash
|
(31,123)
|
|
32,199
|
|
||
Cash as of the beginning of the period
|
32,253
|
|
54
|
|
||
Cash as of the end of the period
|
$
|
1,130
|
|
$
|
32,253
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
||||
Cash paid for interest
|
$
|
13,950
|
|
$
|
1,182
|
|
|
Asphalt
Acquisition LLC
|
|
NuStar
Logistics, L.P.
|
|
Accumulated other
|
|
|
||||||||
|
Class A
Interests
|
|
Class B
Interests
|
|
Comprehensive loss
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at inception (September 28, 2012)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Transactions to form joint venture (note 1)
|
175,000
|
|
|
52,000
|
|
|
—
|
|
|
227,000
|
|
||||
Net loss
|
(11,079)
|
|
|
(16,117)
|
|
|
—
|
|
|
(27,196)
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2012
|
163,921
|
|
|
35,883
|
|
|
—
|
|
|
199,804
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Contributions (note 9)
|
—
|
|
|
604
|
|
|
—
|
|
|
604
|
|
||||
Net loss
|
(30,099)
|
|
|
(49,599)
|
|
|
—
|
|
|
(79,698)
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(688)
|
|
|
(688)
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2013
|
$
|
133,822
|
|
|
$
|
(13,112
|
)
|
|
$
|
(688
|
)
|
|
$
|
120,022
|
|
•
|
NuStar Logistics contributed 100% of the membership interests of NuStar Asphalt Refining, LLC, and NuStar Marketing LLC to NuStar Asphalt in exchange for 100% of the membership interests of NuStar Asphalt;
|
•
|
NuStar Logistics sold a 50% voting interest in NuStar Asphalt consisting of the Class A equity interests (Class A Interest) to LG for $175.0 million; and
|
•
|
NuStar Logistics’ remaining membership interests in NuStar Asphalt were converted into Class B equity interests (Class B Interest) with a fair value of $52.0 million.
|
(a)
|
Consolidation
|
(b)
|
Use of Estimates
|
(c)
|
Cash and Cash Equivalents
|
(d)
|
Accounts Receivable
|
(e)
|
Inventories
|
(f)
|
Property, Plant and Equipment
|
(g)
|
Other Long‑Term Assets
|
(h)
|
Taxes Other than Income Taxes
|
(i)
|
Income Taxes
|
(j)
|
Pension and Other Postretirement Benefits
|
(k)
|
Environmental Remediation Costs
|
(l)
|
Revenue Recognition
|
(m)
|
Income Allocation
|
(n)
|
Operating Leases
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
|
(Thousands of dollars)
|
||||||
|
|
|
|
||||
Crude oil
|
$
|
78,706
|
|
|
$
|
109,668
|
|
Finished products
|
114,600
|
|
|
136,338
|
|
||
Materials and supplies
|
1,683
|
|
|
2,018
|
|
||
Total
|
$
|
194,989
|
|
|
$
|
248,024
|
|
|
Estimated
|
|
|
|
|
||||
|
Useful
|
|
December 31
|
||||||
|
Lives
|
|
2013
|
|
2012
|
||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||
|
|
|
|
|
|
||||
Land
|
|
|
$
|
13,036
|
|
|
$
|
13,036
|
|
Land and leasehold improvements
|
10 - 35
|
|
8,368
|
|
|
6,924
|
|
||
Buildings
|
15 - 40
|
|
4,501
|
|
|
3,829
|
|
||
Storage and terminal equipment
|
15 - 35
|
|
46,432
|
|
|
37,109
|
|
||
Refining equipment
|
15 - 35
|
|
124,524
|
|
|
121,831
|
|
||
Construction in progress
|
|
|
19,020
|
|
|
10,329
|
|
||
Total
|
|
|
215,881
|
|
|
193,058
|
|
||
Less accumulated depreciation and
amortization
|
|
|
(13,674)
|
|
|
(2,656)
|
|
||
Property, plant and
|
|
|
|
|
|
||||
equipment, net
|
|
|
$
|
202,207
|
|
|
$
|
190,402
|
|
•
|
the greater of $30.0 million and 20% of the borrowing base if the Fixed Charge Coverage Ratio is greater than or equal to 1.15‑to‑1.00; or
|
•
|
the greater of $40.0 million and 25% of the borrowing base if the Fixed Charge Coverage Ratio is less than 1.15‑to‑1.00.
|
|
Payments Due by Period
|
|
|
|
|
|||||||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|||||||||||||||||||||
|
(Thousands of Dollars)
|
|||||||||||||||||||||||||||||||||
Operating leases
|
$
|
54,561
|
|
|
|
$
|
50,693
|
|
|
|
$
|
22,963
|
|
|
|
$
|
8,905
|
|
|
|
$
|
4,669
|
|
|
|
$
|
512
|
|
|
|
$
|
142,303
|
|
|
Purchase obligations
|
3,151
|
|
|
|
788
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,939
|
|
|
•
|
leases of storage terminals with terms ranging from one to four years;
|
•
|
leases for rail cars with lease terms ranging from two to five years;
|
•
|
leases for barges and tugs for a five year term; and
|
•
|
contract of affreightment for cargo shipments with a four year term.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Fair Value
|
|
Carrying amount
|
|
Fair Value
|
|
Carrying Amount
|
||||||||
|
(Thousands of dollars)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
$
|
90,662
|
|
|
$
|
90,000
|
|
|
$
|
128,925
|
|
|
$
|
133,000
|
|
Long-term debt to NuStar
Logistics, L.P.
|
133,416
|
|
|
176,672
|
|
|
91,705
|
|
|
95,711
|
|
|
Year ended December 31,
2013
|
|
Period From September 28,
2012
(inception) to December 31,
2012
|
||||
|
(Thousands of dollars)
|
||||||
|
|
|
|
||||
Revenue
|
$
|
250
|
|
|
$
|
—
|
|
Operating expenses
|
17,898
|
|
|
11,395
|
|
||
General and administrative expenses
|
7,912
|
|
|
3,491
|
|
||
Interest expense
|
6,113
|
|
|
1,219
|
|
|
2013
|
||||||
|
|
|
Other
|
||||
|
Retirement
|
|
postretirement
|
||||
|
Plan
|
|
benefit plans
|
||||
|
(Thousands of dollars)
|
||||||
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation, January 1
|
$
|
—
|
|
|
$
|
—
|
|
Service cost
|
2,666
|
|
|
108
|
|
||
Interest cost
|
—
|
|
|
4
|
|
||
Plan amendments
|
—
|
|
|
1,259
|
|
||
Actuarial gain
|
(394)
|
|
|
(177)
|
|
||
Benefit obligation, December 31
|
2,272
|
|
|
1,194
|
|
||
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Plan assets at fair value, January 1
|
—
|
|
|
—
|
|
||
Plan assets at fair value, December 31
|
—
|
|
|
—
|
|
||
Funded status at December 31
|
$
|
(2,272
|
)
|
|
$
|
(1,194
|
)
|
|
|
|
|
||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
||||
Accrued liabilities
|
$
|
(130
|
)
|
|
$
|
(3
|
)
|
Other long-term liabilities
|
(2,142)
|
|
|
(1,191
|
)
|
||
Net pension liabilities
|
$
|
(2,272
|
)
|
|
$
|
(1,194
|
)
|
|
Year ended December 31, 2013
|
||||||
|
|
|
Other
|
||||
|
Retirement
|
|
postretirement
|
||||
|
plan
|
|
benefit plans
|
||||
|
(Thousands of dollars)
|
||||||
|
|
|
|
||||
Components of net periodic benefit cost:
|
|
|
|
||||
Service cost
|
$
|
2,666
|
|
|
$
|
108
|
|
Interest cost
|
—
|
|
|
4
|
|
||
Net periodic benefit cost
|
$
|
2,666
|
|
|
$
|
112
|
|
|
Year ended December 31, 2013
|
||||||
|
|
|
Other
|
||||
|
Retirement
|
|
postretirement
|
||||
|
Plan
|
|
benefit plans
|
||||
|
(Thousands of dollars)
|
||||||
Net unrecognized gain (loss) arising during the year:
|
|
|
|
||||
Net actuarial gain
|
$
|
394
|
|
|
$
|
177
|
|
Prior service cost
|
—
|
|
|
(1,259)
|
|
||
Net unrecognized gain (loss) arising during
the year
|
394
|
|
|
(1,082)
|
|
||
Net changes in other comprehensive income
(loss)
|
$
|
394
|
|
|
$
|
(1,082
|
)
|
|
December 31, 2013
|
||||||
|
|
|
Other
|
||||
|
Retirement
|
|
postretirement
|
||||
|
plan
|
|
benefit plans
|
||||
|
(Thousands of dollars)
|
||||||
Unrecognized actuarial gain (a)
|
$
|
394
|
|
|
$
|
177
|
|
Prior service cost (a)
|
—
|
|
|
(1,259)
|
|
||
Accumulated other comprehensive income (loss),
net of tax
|
$
|
394
|
|
|
$
|
(1,082
|
)
|
(a)
|
Represents the balance of accumulated other comprehensive gain that has not been recognized as a component of net periodic benefit cost.
|
|
|
|
Other
|
||||
|
Retirement
|
|
postretirement
|
||||
|
plan
|
|
benefit plans
|
||||
|
(Thousands of dollars)
|
||||||
2014
|
$
|
130
|
|
|
$
|
3
|
|
2015
|
240
|
|
|
7
|
|
||
2016
|
368
|
|
|
12
|
|
||
2017
|
504
|
|
|
19
|
|
||
2018
|
591
|
|
|
27
|
|
||
Year 2019-2023
|
4,920
|
|
|
401
|
|
|
December 31, 2013
|
||||
|
|
|
Other
|
||
|
Retirement
|
|
postretirement
|
||
|
plan
|
|
benefit plans
|
||
Discount rate
|
5.15
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.68
|
|
|
n/a
|
|
|
Year ended December 31, 2013
|
||||
|
|
|
Other
|
||
|
Retirement
|
|
postretirement
|
||
|
Plan
|
|
benefit plans
|
||
Discount rate
|
4.48
|
%
|
|
4.51
|
%
|
Expected long-term rate of return on plan assets, net of
|
|
|
|
||
administrative expenses paid from trust
|
6.75
|
|
|
n/a
|
|
Rate of compensation increase
|
3.68
|
|
|
n/a
|
|
|
December 31, 2013
|
Health care cost trend rate assumed for next year
|
7.67%
|
Rate of which the cost trend rate was assumed to decline
|
|
(ultimate trend rate)
|
5.00
|
|
February 25, 2014
|
||
Assets
|
|
||
Current assets:
|
|
||
Cash
|
$
|
1,432
|
|
Accounts receivable
|
38,632
|
|
|
Inventories
|
198,558
|
|
|
Other current assets
|
4,179
|
|
|
Total current assets
|
242,801
|
|
|
|
|
||
Property, plant and equipment
|
227,545
|
|
|
Accumulated depreciation
|
(15,529
|
)
|
|
Property, plant and equipment, net
|
212,016
|
|
|
Other long-term assets, net
|
42,482
|
|
|
Total assets
|
$
|
497,299
|
|
|
|
||
Liabilities and Members’ Equity
|
|
||
Current liabilities:
|
|
||
Accounts payable
|
$
|
56,718
|
|
Payable to related parties
|
483
|
|
|
Accrued interest payable
|
480
|
|
|
Accrued liabilities
|
5,361
|
|
|
Taxes other than income tax
|
880
|
|
|
Total current liabilities
|
63,922
|
|
|
|
|
||
Long-term debt
|
96,000
|
|
|
Long-term debt to NuStar Logistics, L.P.
|
220,100
|
|
|
Other long-term liabilities
|
5,754
|
|
|
|
|
||
Members’ equity
|
111,129
|
|
|
Accumulated other comprehensive income
|
394
|
|
|
Total member's equity
|
111,523
|
|
|
Total liabilities and members’ equity
|
$
|
497,299
|
|
|
Period from January 1, 2014 to
February 25, 2014
|
||
|
|
||
Product sales
|
$
|
119,479
|
|
Cost of product sales
|
106,616
|
|
|
Gross margin
|
12,863
|
|
|
|
|
||
Operating expenses
|
13,761
|
|
|
Depreciation expense
|
1,855
|
|
|
General and administrative expenses
|
4,834
|
|
|
|
|
||
Operating loss
|
(7,587
|
)
|
|
Interest expense
|
(2,043
|
)
|
|
|
|
||
Net loss
|
(9,630
|
)
|
|
|
|
||
Other comprehensive income:
|
|
||
Pension benefit plan
|
1,082
|
|
|
Total other comprehensive income
|
1,082
|
|
|
Comprehensive loss
|
$
|
(8,548
|
)
|
|
Period from January 1, 2014 to
February 25, 2014
|
||
|
|
||
Cash flows from operating activities:
|
|
||
Net loss
|
$
|
(9,630
|
)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
||
Depreciation expense
|
1,855
|
|
|
Amortization of debt issuance costs
|
378
|
|
|
NuStar unit long-term incentive expense
|
49
|
|
|
Changes in current assets and liabilities:
|
|
||
Decrease in accounts receivable
|
18,171
|
|
|
Increase in inventories
|
(3,569
|
)
|
|
Decrease in other current assets
|
1,956
|
|
|
Increase in accounts payable
|
3,002
|
|
|
Decrease in payable to related parties
|
(50,738
|
)
|
|
Increase in accrued interest payable
|
453
|
|
|
Increase in accrued liabilities
|
228
|
|
|
Increase in taxes other than income
|
95
|
|
|
Increase in other long-term liabilities
|
287
|
|
|
Other
|
1
|
|
|
Net cash used in operating activities
|
(37,462
|
)
|
|
|
|
||
Cash flows from investing activities:
|
|
||
Capital expenditures
|
(11,664
|
)
|
|
Net cash used in investing activities
|
(11,664
|
)
|
|
|
|
||
Cash flows from financing activities:
|
|
||
Proceeds from long-term debt borrowings
|
75,428
|
|
|
Long-term debt repayments
|
(26,000
|
)
|
|
Net cash provided by financing activities
|
49,428
|
|
|
Net increase in cash
|
302
|
|
|
Cash as of the beginning of the period
|
1,130
|
|
|
Cash as of the end of the period
|
$
|
1,432
|
|
|
|
||
|
|
|
Member's Equity
|
|
Member's Equity
|
|
Accumulated other
|
|
Total
|
||||||||
|
Class A
Interests
|
|
Class B
Interests
|
|
Comprehensive income
|
|
Member's Equity
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2013
|
$
|
133,822
|
|
|
$
|
(13,112
|
)
|
|
$
|
(688
|
)
|
|
$
|
120,022
|
|
|
|
|
|
|
|
|
|
||||||||
NuStar unit long-term incentive expense
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||
Net loss
|
(3,277
|
)
|
|
(6,353
|
)
|
|
—
|
|
|
(9,630
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1,082
|
|
|
1,082
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of February 25, 2014
|
$
|
130,545
|
|
|
$
|
(19,416
|
)
|
|
$
|
394
|
|
|
$
|
111,523
|
|