Delaware
|
|
74-2956831
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
19003 IH-10 West
|
|
78257
|
San Antonio, Texas
|
|
(Zip Code)
|
(Address of principal executive offices)
|
|
|
Large accelerated filer
|
|
[X]
|
|
Accelerated filer [ ]
|
||
|
|
|
|
|||
Non-accelerated filer
|
|
[ ] (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
[ ]
|
PART I
|
||
Items 1., 1A. & 2.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Item 1B.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
||
PART II
|
||
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 7.
|
||
|
|
|
Item 7A.
|
||
|
|
|
Item 8.
|
||
|
|
|
Item 9.
|
||
|
|
|
Item 9A.
|
||
|
|
|
Item 9B.
|
||
|
||
PART III
|
||
Item 10.
|
||
|
|
|
Item 11.
|
||
|
|
|
Item 12.
|
||
|
|
|
Item 13.
|
||
|
|
|
Item 14.
|
||
|
||
PART IV
|
||
Item 15.
|
||
|
|
|
Item 16.
|
||
|
|
|
ITEM 1., 1A. and 2.
|
BUSINESS, RISK FACTORS AND PROPERTIES
|
•
|
tariffs for transporting crude oil, refined products and anhydrous ammonia through our pipelines;
|
•
|
fees for the use of our terminal and storage facilities and related ancillary services; and
|
•
|
sales of crude oil and refined petroleum products.
|
•
|
enhancing our existing assets through strategic internal growth projects that expand our business with current and new customers;
|
•
|
pursuing strategic expansion projects by constructing new assets;
|
•
|
improving our operations, including safety and environmental stewardship, cost control and asset reliability; and
|
•
|
identifying acquisition targets that meet our financial and strategic criteria.
|
•
|
refined product pipelines with an aggregate length of
3,140
miles and crude oil pipelines with an aggregate length of
1,230
miles in Texas, Oklahoma, Kansas, Colorado and New Mexico (collectively, the Central West System);
|
•
|
a
1,920
-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);
|
•
|
a
450
-mile refined product pipeline originating at Tesoro Corporation’s (Tesoro) Mandan, North Dakota refinery and terminating in Minneapolis, Minnesota (the North Pipeline); and
|
•
|
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).
|
|
|
|
|
|
Throughput
For the year ended December 31,
|
||||||
Region / Pipeline System
|
Length
|
|
Tank Capacity
|
|
2016
|
|
2015
|
||||
|
(Miles)
|
|
(Barrels)
|
|
(Barrels/Day)
|
||||||
Central West System:
|
|
|
|
|
|
|
|
||||
McKee System
|
2,276
|
|
|
—
|
|
|
178,373
|
|
|
172,590
|
|
Three Rivers System
|
373
|
|
|
—
|
|
|
79,502
|
|
|
74,361
|
|
Other
|
491
|
|
|
—
|
|
|
57,039
|
|
|
60,410
|
|
Central West Refined Products Pipelines
|
3,140
|
|
|
—
|
|
|
314,914
|
|
|
307,361
|
|
South Texas Crude System
|
319
|
|
|
2,157,000
|
|
|
124,363
|
|
|
179,734
|
|
Other
|
194
|
|
|
—
|
|
|
59,087
|
|
|
85,495
|
|
Eagle Ford System
|
513
|
|
|
2,157,000
|
|
|
183,450
|
|
|
265,229
|
|
McKee System
|
598
|
|
|
1,039,000
|
|
|
147,956
|
|
|
144,077
|
|
Ardmore System
|
119
|
|
|
824,000
|
|
|
60,775
|
|
|
62,326
|
|
Central West Crude Oil Pipelines
|
1,230
|
|
|
4,020,000
|
|
|
392,181
|
|
|
471,632
|
|
Total Central West System
|
4,370
|
|
|
4,020,000
|
|
|
707,095
|
|
|
778,993
|
|
|
|
|
|
|
|
|
|
||||
Central East System:
|
|
|
|
|
|
|
|
||||
East Pipeline
|
1,920
|
|
|
5,228,000
|
|
|
143,446
|
|
|
132,005
|
|
North Pipeline
|
450
|
|
|
1,437,000
|
|
|
48,343
|
|
|
46,951
|
|
Ammonia Pipeline
|
2,000
|
|
|
—
|
|
|
29,243
|
|
|
35,829
|
|
Total Central East System
|
4,370
|
|
|
6,665,000
|
|
|
221,032
|
|
|
214,785
|
|
|
|
|
|
|
|
|
|
||||
Total
|
8,740
|
|
|
10,685,000
|
|
|
928,127
|
|
|
993,778
|
|
•
|
40
terminal and storage facilities in the United States and one terminal in Nuevo Laredo, Mexico, with total storage capacity of
53.2 million
barrels;
|
•
|
A terminal on the island of St. Eustatius with tank capacity of
14.4 million
barrels and a transshipment facility;
|
•
|
A terminal located in Point Tupper, Canada with tank capacity of
7.8 million
barrels and a transshipment facility; and
|
•
|
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.
|
Facility
|
Tank Capacity
|
|
|
(Barrels)
|
|
Colorado Springs, CO
|
328,000
|
|
Denver, CO
|
110,000
|
|
Albuquerque, NM
|
251,000
|
|
Abernathy, TX
|
160,000
|
|
Amarillo, TX
|
269,000
|
|
Corpus Christi, TX
|
483,000
|
|
Corpus Christi, TX (North Beach)
|
3,244,000
|
|
Edinburg, TX
|
340,000
|
|
El Paso, TX (b)
|
419,000
|
|
Harlingen, TX
|
286,000
|
|
Laredo, TX
|
215,000
|
|
San Antonio, TX (c)
|
375,000
|
|
Southlake, TX
|
569,000
|
|
Nuevo Laredo, Mexico
|
35,000
|
|
Central West Terminals
|
7,084,000
|
|
|
|
|
Pittsburg, CA
|
398,000
|
|
Rosario, NM
|
166,000
|
|
Catoosa, OK
|
358,000
|
|
Houston, TX
|
86,000
|
|
Asphalt Terminals
|
1,008,000
|
|
|
|
Facility
|
Tank Capacity
|
|
|
(Barrels)
|
|
Jacksonville, FL
|
2,593,000
|
|
St. James, LA
|
9,917,000
|
|
Texas City, TX (c)
|
2,964,000
|
|
Gulf Coast Terminals
|
15,474,000
|
|
|
|
|
Blue Island, IL
|
690,000
|
|
Andrews AFB, MD (a)
|
75,000
|
|
Baltimore, MD
|
818,000
|
|
Piney Point, MD
|
5,402,000
|
|
Linden, NJ (c)
|
4,647,000
|
|
Paulsboro, NJ
|
74,000
|
|
Virginia Beach, VA (a)
|
41,000
|
|
North East Terminals
|
11,747,000
|
|
|
|
|
Los Angeles, CA
|
608,000
|
|
Selby, CA
|
3,074,000
|
|
Stockton, CA
|
816,000
|
|
Portland, OR
|
1,345,000
|
|
Tacoma, WA
|
391,000
|
|
Vancouver, WA (c)
|
774,000
|
|
West Coast Terminals
|
7,008,000
|
|
|
|
|
Corpus Christi, TX
|
4,030,000
|
|
Texas City, TX
|
3,141,000
|
|
Benicia, CA
|
3,683,000
|
|
Refinery Storage Tanks
|
10,854,000
|
|
|
|
|
Grays, England
|
1,958,000
|
|
Eastham, England
|
2,096,000
|
|
Runcorn, England
|
149,000
|
|
Grangemouth, Scotland
|
719,000
|
|
Glasgow, Scotland
|
353,000
|
|
Belfast, Northern Ireland
|
408,000
|
|
United Kingdom Terminals
|
5,683,000
|
|
|
|
|
St. Eustatius, the Netherlands
|
14,411,000
|
|
Amsterdam, the Netherlands
|
3,834,000
|
|
Point Tupper, Canada
|
7,778,000
|
|
|
|
|
Total Terminals and Storage Facilities
|
84,881,000
|
|
(a)
|
Terminal facility also includes pipelines to U.S. government military base locations.
|
(b)
|
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.
|
(c)
|
Location includes two terminal facilities.
|
•
|
throughput volumes transported in our pipelines;
|
•
|
storage contract renewals or throughput volumes in our terminals and storage facilities;
|
•
|
tariff rates and fees we charge and the revenue we realize for our services;
|
•
|
demand for and supply of crude oil, refined products and anhydrous ammonia;
|
•
|
the effect of worldwide energy conservation measures;
|
•
|
our operating costs;
|
•
|
the costs to comply with environmental, health, safety and security laws and regulations;
|
•
|
weather conditions;
|
•
|
domestic and foreign governmental regulations and taxes;
|
•
|
prevailing economic conditions; and
|
•
|
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.
|
•
|
our debt service requirements and restrictions on distributions contained in our current or future debt agreements;
|
•
|
the sources of cash used to fund our acquisitions;
|
•
|
our capital expenditures;
|
•
|
fluctuations in our working capital needs;
|
•
|
issuances of debt and equity securities and ability to access the capital markets; and
|
•
|
adjustments in cash reserves made by our general partner, in its discretion.
|
•
|
a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel and travel;
|
•
|
higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;
|
•
|
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;
|
•
|
the increased use of alternative fuel sources;
|
•
|
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; and
|
•
|
a decrease in corn acres planted for ethanol, which may reduce demand for anhydrous ammonia.
|
•
|
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;
|
•
|
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
|
•
|
actions taken by foreign oil and gas producing nations that impact prices for crude oil and refined products.
|
•
|
non-performance or delay by, or disputes with, counterparties, vendors, suppliers, contractors or sub-contractors involved with a project;
|
•
|
denial or delay in issuing requisite regulatory approvals and/or permits;
|
•
|
protests and other activist interference with planned or in-process projects;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
|
disruptions in transportation of modular components and/or construction materials;
|
•
|
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;
|
•
|
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; or
|
•
|
market-related increases in a project’s debt or equity financing costs.
|
•
|
continued low crude oil prices;
|
•
|
a material decrease in the supply or price of crude oil;
|
•
|
a material decrease in demand for refined products in the markets served by our pipelines and terminals;
|
•
|
competition for customers from companies with comparable assets and capabilities;
|
•
|
scheduled turnarounds or unscheduled maintenance at refineries we serve;
|
•
|
operational problems or catastrophic events affecting our assets or a refinery we serve;
|
•
|
environmental proceedings or other litigation that compel the cessation of all or a portion of the operations at our assets or a refinery we serve;
|
•
|
increasingly stringent environmental, health, safety and security regulations;
|
•
|
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; or
|
•
|
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.
|
•
|
the counterparties to our hedging contracts fail to perform under the contracts; or
|
•
|
there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices received.
|
•
|
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 our unitholders;
|
•
|
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 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;
|
•
|
our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings and issuances of additional limited partner interests and reserves, each of which can affect the amount of cash that is paid to our unitholders;
|
•
|
our general partner determines in its sole discretion which costs incurred by NuStar GP Holdings and its affiliates are reimbursable by us;
|
•
|
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;
|
•
|
our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and
|
•
|
in some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions.
|
•
|
our unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of our common units and Preferred Units may decline.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Price Range per Common Unit
|
|
Cash Distributions
|
||||||||||||
|
High
|
|
Low
|
|
Amount Per
Common Unit
|
|
Record Date
|
|
Payment Date
|
||||||
Year 2016
|
|
|
|
|
|
|
|
|
|
||||||
4th Quarter
|
$
|
50.87
|
|
|
$
|
43.41
|
|
|
$
|
1.095
|
|
|
February 8, 2017
|
|
February 13, 2017
|
3rd Quarter
|
$
|
50.72
|
|
|
$
|
43.91
|
|
|
$
|
1.095
|
|
|
November 8, 2016
|
|
November 14, 2016
|
2nd Quarter
|
$
|
53.47
|
|
|
$
|
37.90
|
|
|
$
|
1.095
|
|
|
August 9, 2016
|
|
August 12, 2016
|
1st Quarter
|
$
|
42.87
|
|
|
$
|
25.65
|
|
|
$
|
1.095
|
|
|
May 9, 2016
|
|
May 13, 2016
|
Year 2015
|
|
|
|
|
|
|
|
|
|
||||||
4th Quarter
|
$
|
52.24
|
|
|
$
|
31.20
|
|
|
$
|
1.095
|
|
|
February 8, 2016
|
|
February 12, 2016
|
3rd Quarter
|
$
|
60.48
|
|
|
$
|
42.00
|
|
|
$
|
1.095
|
|
|
November 9, 2015
|
|
November 13, 2015
|
2nd Quarter
|
$
|
68.10
|
|
|
$
|
58.81
|
|
|
$
|
1.095
|
|
|
August 7, 2015
|
|
August 13, 2015
|
1st Quarter
|
$
|
63.78
|
|
|
$
|
54.58
|
|
|
$
|
1.095
|
|
|
May 8, 2015
|
|
May 14, 2015
|
|
|
Percentage of Distribution
|
||
Quarterly Distribution Amount per Common Unit
|
|
Common
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,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013 (a)
|
|
2012 (a)
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues (b)
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
$
|
3,463,732
|
|
|
$
|
5,945,736
|
|
Operating income (loss)
|
359,109
|
|
|
390,704
|
|
|
346,901
|
|
|
(19,121
|
)
|
|
(18,168
|
)
|
|||||
Income (loss) from continuing operations (c)
|
150,003
|
|
|
305,946
|
|
|
214,169
|
|
|
(185,509
|
)
|
|
(166,001
|
)
|
|||||
Income (loss) from continuing operations per
common unit (c)
|
1.27
|
|
|
3.29
|
|
|
2.14
|
|
|
(2.89
|
)
|
|
(2.79
|
)
|
|||||
Cash distributions per unit applicable
to common limited partners
|
4.380
|
|
|
4.380
|
|
|
4.380
|
|
|
4.380
|
|
|
4.380
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
3,722,283
|
|
|
$
|
3,683,571
|
|
|
$
|
3,460,732
|
|
|
$
|
3,310,653
|
|
|
$
|
3,238,460
|
|
Total assets
|
5,030,545
|
|
|
5,125,525
|
|
|
4,918,796
|
|
|
5,032,186
|
|
|
5,613,089
|
|
|||||
Long-term debt
|
3,014,364
|
|
|
3,055,612
|
|
|
2,749,452
|
|
|
2,655,553
|
|
|
2,124,582
|
|
|||||
Total partners’ equity
|
1,611,617
|
|
|
1,609,844
|
|
|
1,716,210
|
|
|
1,903,794
|
|
|
2,584,995
|
|
(a)
|
The losses for the years ended December 31, 2013 and 2012 are mainly due to goodwill impairment and other asset impairment charges.
|
(b)
|
The decline in revenues from 2012 to 2013 is due to reductions in our fuels marketing segment mainly resulting from the disposition of our asphalt business. Further declines in revenues from 2013 through 2016 are mainly from a reduction in marketing activity and lower commodity prices.
|
(c)
|
Includes the impact of a $58.7 million non-cash impairment charge on the Axeon term loan in 2016 and a $56.3 million non-cash gain associated with the Linden terminal acquisition in 2015.
|
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;
|
•
|
economic factors, such as commodity price volatility that impact our fuels marketing segment; and
|
•
|
factors that impact the operations served by our pipeline and storage assets, such as utilization rates and maintenance turnaround schedules of our refining company customers and drilling activity by our crude oil production customers.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Statement of Income Data:
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,083,165
|
|
|
$
|
1,114,153
|
|
|
$
|
(30,988
|
)
|
Product sales
|
673,517
|
|
|
969,887
|
|
|
(296,370
|
)
|
|||
Total revenues
|
1,756,682
|
|
|
2,084,040
|
|
|
(327,358
|
)
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
633,653
|
|
|
907,574
|
|
|
(273,921
|
)
|
|||
Operating expenses
|
448,367
|
|
|
473,031
|
|
|
(24,664
|
)
|
|||
General and administrative expenses
|
98,817
|
|
|
102,521
|
|
|
(3,704
|
)
|
|||
Depreciation and amortization expense
|
216,736
|
|
|
210,210
|
|
|
6,526
|
|
|||
Total costs and expenses
|
1,397,573
|
|
|
1,693,336
|
|
|
(295,763
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income
|
359,109
|
|
|
390,704
|
|
|
(31,595
|
)
|
|||
Interest expense, net
|
(138,350
|
)
|
|
(131,868
|
)
|
|
(6,482
|
)
|
|||
Other (expense) income, net
|
(58,783
|
)
|
|
61,822
|
|
|
(120,605
|
)
|
|||
Income from continuing operations before income tax expense
|
161,976
|
|
|
320,658
|
|
|
(158,682
|
)
|
|||
Income tax expense
|
11,973
|
|
|
14,712
|
|
|
(2,739
|
)
|
|||
Income from continuing operations
|
150,003
|
|
|
305,946
|
|
|
(155,943
|
)
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
774
|
|
|
(774
|
)
|
|||
Net income
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
(156,717
|
)
|
Basic and diluted net income per common unit:
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
1.27
|
|
|
$
|
3.29
|
|
|
$
|
(2.02
|
)
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|||
Total
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
$
|
(2.03
|
)
|
Basic weighted-average common units outstanding
|
78,080,484
|
|
|
77,886,078
|
|
|
194,406
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Refined products pipelines throughput (barrels/day)
|
535,946
|
|
|
522,146
|
|
|
13,800
|
|
|||
Crude oil pipelines throughput (barrels/day)
|
392,181
|
|
|
471,632
|
|
|
(79,451
|
)
|
|||
Total throughput (barrels/day)
|
928,127
|
|
|
993,778
|
|
|
(65,651
|
)
|
|||
Throughput revenues
|
$
|
485,650
|
|
|
$
|
508,522
|
|
|
$
|
(22,872
|
)
|
Operating expenses
|
147,858
|
|
|
153,222
|
|
|
(5,364
|
)
|
|||
Depreciation and amortization expense
|
89,554
|
|
|
84,951
|
|
|
4,603
|
|
|||
Segment operating income
|
$
|
248,238
|
|
|
$
|
270,349
|
|
|
$
|
(22,111
|
)
|
|
|
|
|
|
|
||||||
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
789,065
|
|
|
899,606
|
|
|
(110,541
|
)
|
|||
Throughput terminal revenues
|
$
|
117,586
|
|
|
$
|
130,127
|
|
|
$
|
(12,541
|
)
|
Storage terminal revenues
|
492,456
|
|
|
494,781
|
|
|
(2,325
|
)
|
|||
Total revenues
|
610,042
|
|
|
624,908
|
|
|
(14,866
|
)
|
|||
Operating expenses
|
276,578
|
|
|
290,322
|
|
|
(13,744
|
)
|
|||
Depreciation and amortization expense
|
118,663
|
|
|
116,768
|
|
|
1,895
|
|
|||
Segment operating income
|
$
|
214,801
|
|
|
$
|
217,818
|
|
|
$
|
(3,017
|
)
|
|
|
|
|
|
|
||||||
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales and other revenue
|
$
|
681,934
|
|
|
$
|
976,216
|
|
|
$
|
(294,282
|
)
|
Cost of product sales
|
645,355
|
|
|
922,906
|
|
|
(277,551
|
)
|
|||
Gross margin
|
36,579
|
|
|
53,310
|
|
|
(16,731
|
)
|
|||
Operating expenses
|
33,173
|
|
|
39,803
|
|
|
(6,630
|
)
|
|||
Segment operating income
|
$
|
3,406
|
|
|
$
|
13,507
|
|
|
$
|
(10,101
|
)
|
|
|
|
|
|
|
||||||
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(20,944
|
)
|
|
$
|
(25,606
|
)
|
|
$
|
4,662
|
|
Cost of product sales
|
(11,702
|
)
|
|
(15,332
|
)
|
|
3,630
|
|
|||
Operating expenses
|
(9,242
|
)
|
|
(10,316
|
)
|
|
1,074
|
|
|||
Total
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
(42
|
)
|
|
|
|
|
|
|
||||||
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
(327,358
|
)
|
Cost of product sales
|
633,653
|
|
|
907,574
|
|
|
(273,921
|
)
|
|||
Operating expenses
|
448,367
|
|
|
473,031
|
|
|
(24,664
|
)
|
|||
Depreciation and amortization expense
|
208,217
|
|
|
201,719
|
|
|
6,498
|
|
|||
Segment operating income
|
466,445
|
|
|
501,716
|
|
|
(35,271
|
)
|
|||
General and administrative expenses
|
98,817
|
|
|
102,521
|
|
|
(3,704
|
)
|
|||
Other depreciation and amortization expense
|
8,519
|
|
|
8,491
|
|
|
28
|
|
|||
Consolidated operating income
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
$
|
(31,595
|
)
|
•
|
a decrease in revenues of $36.3 million and a decrease in throughputs of 81,779 barrels per day on our Eagle Ford System due to reduced production resulting from a sustained low crude oil price environment;
|
•
|
a decrease in revenues of $7.1 million and a decrease in throughputs of 6,586 barrels per day on our Ammonia Pipeline partly due to a shipper’s facility reconfiguration, resulting in fewer barrels available for transportation, and maintenance downtime on a portion of the pipeline; and
|
•
|
a decrease in revenues of $3.9 million and a decrease in throughputs of 1,551 barrels per day on our Ardmore System due to operational issues and a turnaround at the Ardmore refinery in 2016, as well as increased short-haul deliveries resulting in lower average tariffs.
|
•
|
an increase in revenues of $12.1 million and an increase in throughputs of 14,803 barrels per day on our McKee and Three Rivers System pipelines due to higher demand in those markets, increased production at the McKee refinery and increased volumes on pipelines with higher average tariffs;
|
•
|
an increase in revenues of $9.6 million and an increase in throughputs of 11,441 barrels per day on our East Pipeline mainly due to the completion of various expansion projects beginning in the fourth quarter of 2015, unfavorable pricing differentials in 2015 in markets served by the East Pipeline and lower throughput in 2015 due to maintenance downtime on a portion of the pipeline; and
|
•
|
an increase in revenues of $3.4 million and an increase in throughputs of 1,392 barrels per day on our North Pipeline due to increased refinery production shipped via pipeline and increased long-haul deliveries resulting in higher average tariffs.
|
•
|
a decrease in revenues of $10.9 million and a decrease in throughputs of 82,177 barrels per day at our Corpus Christi North Beach terminal due to (i) a decrease in Eagle Ford Shale crude oil being shipped to Corpus Christi, consistent with the decrease in pipeline throughputs and (ii) the completion of a pipeline expansion project in the first quarter of 2016, in which we transport volumes from North Beach to our customer’s refineries, thus reducing volumes moved over our docks; and
|
•
|
a decrease in revenues of $3.3 million and a decrease in throughputs of 35,497 barrels per day due to turnarounds at the refineries served by our Benicia and Corpus Christi crude oil storage tank facilities, as well as operational issues at a customer’s Corpus Christi refinery in 2016.
|
•
|
a decrease of $11.8 million in operating expenses at our international terminals, mainly at our St. Eustatius terminal facility due to higher property taxes in 2015, and lower employee related costs and reimbursable expenses in 2016;
|
•
|
a decrease of $3.1 million resulting from an insurance settlement for environmental remediation expenses incurred on a previously sold terminal; and
|
•
|
a decrease of $2.0 million resulting from lower wharfage and dockage costs at our Corpus Christi North Beach terminal.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Statement of Income Data:
|
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,114,153
|
|
|
$
|
1,026,446
|
|
|
$
|
87,707
|
|
Product sales
|
969,887
|
|
|
2,048,672
|
|
|
(1,078,785
|
)
|
|||
Total revenues
|
2,084,040
|
|
|
3,075,118
|
|
|
(991,078
|
)
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
907,574
|
|
|
1,967,528
|
|
|
(1,059,954
|
)
|
|||
Operating expenses
|
473,031
|
|
|
472,925
|
|
|
106
|
|
|||
General and administrative expenses
|
102,521
|
|
|
96,056
|
|
|
6,465
|
|
|||
Depreciation and amortization expense
|
210,210
|
|
|
191,708
|
|
|
18,502
|
|
|||
Total costs and expenses
|
1,693,336
|
|
|
2,728,217
|
|
|
(1,034,881
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income
|
390,704
|
|
|
346,901
|
|
|
43,803
|
|
|||
Equity in earnings of joint ventures
|
—
|
|
|
4,796
|
|
|
(4,796
|
)
|
|||
Interest expense, net
|
(131,868
|
)
|
|
(132,281
|
)
|
|
413
|
|
|||
Interest income from related party
|
—
|
|
|
1,055
|
|
|
(1,055
|
)
|
|||
Other income, net
|
61,822
|
|
|
4,499
|
|
|
57,323
|
|
|||
Income from continuing operations before income tax expense
|
320,658
|
|
|
224,970
|
|
|
95,688
|
|
|||
Income tax expense
|
14,712
|
|
|
10,801
|
|
|
3,911
|
|
|||
Income from continuing operations
|
305,946
|
|
|
214,169
|
|
|
91,777
|
|
|||
Income (loss) from discontinued operations, net of tax
|
774
|
|
|
(3,791
|
)
|
|
4,565
|
|
|||
Net income
|
$
|
306,720
|
|
|
$
|
210,378
|
|
|
$
|
96,342
|
|
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
3.29
|
|
|
$
|
2.14
|
|
|
$
|
1.15
|
|
Discontinued operations
|
0.01
|
|
|
(0.04
|
)
|
|
0.05
|
|
|||
Total
|
$
|
3.30
|
|
|
$
|
2.10
|
|
|
$
|
1.20
|
|
Basic weighted-average common units outstanding
|
77,886,078
|
|
|
77,886,078
|
|
|
—
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Refined products pipelines throughput (barrels/day)
|
522,146
|
|
|
510,737
|
|
|
11,409
|
|
|||
Crude oil pipelines throughput (barrels/day)
|
471,632
|
|
|
437,757
|
|
|
33,875
|
|
|||
Total throughput (barrels/day)
|
993,778
|
|
|
948,494
|
|
|
45,284
|
|
|||
Throughput revenues
|
$
|
508,522
|
|
|
$
|
477,030
|
|
|
$
|
31,492
|
|
Operating expenses
|
153,222
|
|
|
154,106
|
|
|
(884
|
)
|
|||
Depreciation and amortization expense
|
84,951
|
|
|
77,691
|
|
|
7,260
|
|
|||
Segment operating income
|
$
|
270,349
|
|
|
$
|
245,233
|
|
|
$
|
25,116
|
|
|
|
|
|
|
|
||||||
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
899,606
|
|
|
887,607
|
|
|
11,999
|
|
|||
Throughput terminal revenues
|
$
|
130,127
|
|
|
$
|
123,051
|
|
|
$
|
7,076
|
|
Storage terminal revenues
|
494,781
|
|
|
441,455
|
|
|
53,326
|
|
|||
Total revenues
|
624,908
|
|
|
564,506
|
|
|
60,402
|
|
|||
Operating expenses
|
290,322
|
|
|
277,554
|
|
|
12,768
|
|
|||
Depreciation and amortization expense
|
116,768
|
|
|
103,848
|
|
|
12,920
|
|
|||
Segment operating income
|
$
|
217,818
|
|
|
$
|
183,104
|
|
|
$
|
34,714
|
|
|
|
|
|
|
|
||||||
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales and other revenue
|
$
|
976,216
|
|
|
$
|
2,060,017
|
|
|
$
|
(1,083,801
|
)
|
Cost of product sales
|
922,906
|
|
|
1,983,339
|
|
|
(1,060,433
|
)
|
|||
Gross margin
|
53,310
|
|
|
76,678
|
|
|
(23,368
|
)
|
|||
Operating expenses
|
39,803
|
|
|
51,857
|
|
|
(12,054
|
)
|
|||
Depreciation and amortization expense
|
—
|
|
|
16
|
|
|
(16
|
)
|
|||
Segment operating income
|
$
|
13,507
|
|
|
$
|
24,805
|
|
|
$
|
(11,298
|
)
|
|
|
|
|
|
|
||||||
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(25,606
|
)
|
|
$
|
(26,435
|
)
|
|
$
|
829
|
|
Cost of product sales
|
(15,332
|
)
|
|
(15,811
|
)
|
|
479
|
|
|||
Operating expenses
|
(10,316
|
)
|
|
(10,592
|
)
|
|
276
|
|
|||
Total
|
$
|
42
|
|
|
$
|
(32
|
)
|
|
$
|
74
|
|
|
|
|
|
|
|
||||||
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
$
|
(991,078
|
)
|
Cost of product sales
|
907,574
|
|
|
1,967,528
|
|
|
(1,059,954
|
)
|
|||
Operating expenses
|
473,031
|
|
|
472,925
|
|
|
106
|
|
|||
Depreciation and amortization expense
|
201,719
|
|
|
181,555
|
|
|
20,164
|
|
|||
Segment operating income
|
501,716
|
|
|
453,110
|
|
|
48,606
|
|
|||
General and administrative expenses
|
102,521
|
|
|
96,056
|
|
|
6,465
|
|
|||
Other depreciation and amortization expense
|
8,491
|
|
|
10,153
|
|
|
(1,662
|
)
|
|||
Consolidated operating income
|
$
|
390,704
|
|
|
$
|
346,901
|
|
|
$
|
43,803
|
|
•
|
an increase in revenues of $17.0 million and an increase in throughputs of 34,564 barrels per day on our Eagle Ford System, primarily resulting from completion of expansion projects that increased our overall capacity;
|
•
|
an increase in revenues of $11.9 million and an increase in throughputs of 11,676 barrels per day as a result of increased production in 2015 and a turnaround during the first quarter of 2014 at the refinery served by our McKee System; and
|
•
|
an increase in revenues of $3.6 million, despite throughputs that remained flat, on our Ammonia Pipeline as a result of increased long-haul deliveries and the annual index adjustment in July 2015.
|
•
|
an increase in revenues of $2.5 million and an increase in throughputs of 19,853 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 related expansion projects;
|
•
|
an increase in revenues of $2.3 million and an increase in throughputs of 6,263 barrels per day at our terminals in Edinburg, Harlingen and Paulsboro, mainly due to increased demand; and
|
•
|
an increase in revenues of $2.0 million and an increase in throughputs of 12,558 barrels per day as a result of a turnaround during the first quarter of 2014 at the refinery served by our Benicia crude oil refinery tanks.
|
•
|
an increase of $41.5 million as a result of the Linden Acquisition;
|
•
|
an increase of $11.8 million at our domestic terminal facilities, mainly due to storage rate escalations and new customers at our Texas City, West Coast and Asphalt Terminals;
|
•
|
an increase of $9.9 million at our St. Eustatius terminal facility, mainly due to higher demand for storage and increased throughput and related handling fees; and
|
•
|
an increase of $5.0 million at our Point Tupper terminal facility, due to new customers and rate escalations, as well as increased throughput and related handling fees.
|
•
|
a decrease of $8.4 million at our Amsterdam terminal facility, primarily due to the effect of foreign exchange rates; and
|
•
|
a decrease of $3.5 million at our St. James terminal facility, mainly due to reduced volumes delivered to one of our unit train offloading facilities, partially offset by increased revenues from storage rate escalations.
|
•
|
an increase of $12.6 million as a result of the Linden Acquisition; and
|
•
|
an increase of $4.6 million in regulatory and maintenance expenses, mainly at our St. James and St. Eustatius terminal facilities.
|
•
|
a $3.6 million increase in outside legal and other professional fees;
|
•
|
a $3.5 million increase in salaries and wages mainly due to increased headcount and higher employee benefit costs; and
|
•
|
a $3.1 million increase as a result of the termination of a services agreement between Axeon and NuStar GP, LLC in June 2014, under which Axeon reimbursed us for certain corporate support services.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
436,761
|
|
|
$
|
524,937
|
|
|
$
|
518,523
|
|
Investing activities
|
(311,078
|
)
|
|
(452,029
|
)
|
|
(340,231
|
)
|
|||
Financing activities
|
(211,324
|
)
|
|
(29,229
|
)
|
|
(188,185
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
2,721
|
|
|
(12,729
|
)
|
|
(2,938
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(82,920
|
)
|
|
$
|
30,950
|
|
|
$
|
(12,831
|
)
|
•
|
$365.4 million
in revenue bonds pursuant to the Gulf Opportunity Zone Act of 2005 (the GoZone Bonds), with
$42.4 million
remaining in the trust as of
December 31, 2016
, supported by
$370.2 million
in letters of credit;
|
•
|
a $125.0 million receivables financing agreement between NuStar Energy, NuStar Finance LLC and third-party lenders (the Receivables Financing Agreement), with the amount available for borrowing based on the availability of eligible receivables and other customary factors and conditions; and
|
•
|
two short-term line of credit agreements with an aggregate uncommitted borrowing capacity of up to
$75.0 million
, with
$54.0 million
of borrowings outstanding as of
December 31, 2016
.
|
•
|
strategic capital expenditures, such as those to expand or upgrade the operating capacity, increase efficiency or increase the earnings potential of existing assets, whether through construction or acquisition, as well as certain capital expenditures related to support functions; and
|
•
|
reliability capital expenditures, such as those required to maintain the existing operating capacity of existing assets or extend their useful lives, as well as those required to maintain equipment reliability and safety.
|
|
Strategic Capital
Expenditures (a)
|
|
Reliability Capital
Expenditures (b)
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
For the year ended December 31:
|
|
|
|
|
|
||||||
2016
|
$
|
261,860
|
|
|
$
|
38,155
|
|
|
$
|
300,015
|
|
2015
|
$
|
430,870
|
|
|
$
|
40,002
|
|
|
$
|
470,872
|
|
2014
|
$
|
328,330
|
|
|
$
|
28,635
|
|
|
$
|
356,965
|
|
|
|
|
|
|
|
||||||
Expected for the year ended December 31, 2017
|
$ 440,000 - 460,000
|
|
|
$ 35,000 - 55,000
|
|
|
$ 475,000 - 515,000
|
|
(a)
|
Strategic capital expenditures mainly include projects associated with the conversion and expansion of existing assets. Strategic capital also includes
$95.7 million
for the Martin Terminal Acquisition in 2016 and $142.5 million for the Linden Acquisition in 2015. In 2015 and 2014, strategic capital also includes the reactivation and conversion of our 200-mile pipeline between Mont Belvieu and Corpus Christi, Texas.
|
(b)
|
Reliability capital expenditures primarily relate to maintenance upgrade projects at our terminals.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
7,877
|
|
|
$
|
7,844
|
|
|
$
|
7,844
|
|
General partner incentive distribution
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Total general partner distribution
|
51,284
|
|
|
51,064
|
|
|
51,064
|
|
|||
Common limited partners’ distribution
|
342,598
|
|
|
341,140
|
|
|
341,140
|
|
|||
Total cash distributions
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
$
|
392,204
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
4.380
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2016 (a)
|
|
$
|
1.095
|
|
|
$
|
98,971
|
|
|
February 8, 2017
|
|
February 13, 2017
|
September 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,809
|
|
|
November 8, 2016
|
|
November 14, 2016
|
June 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
August 9, 2016
|
|
August 12, 2016
|
March 31, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
May 9, 2016
|
|
May 13, 2016
|
(a)
|
The distribution was announced on
January 27, 2017
.
|
•
|
the Revolving Credit Agreement due October 29, 2019, with
$839.0 million
of borrowings outstanding as of
December 31, 2016
;
|
•
|
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 million; 4.75% senior notes due February 1, 2022 with a face value of $250.0 million; and 7.625% subordinated notes due January 15, 2043 with a face value of $402.5 million;
|
•
|
$365.4 million
in GoZone Bonds due from 2038 to 2041;
|
•
|
line of credit agreements, with
$54.0 million
of borrowings outstanding as of
December 31, 2016
; and
|
•
|
Receivables Financing Agreement due June 15, 2018, with
$58.4 million
of borrowings outstanding as of
December 31, 2016
.
|
|
Standard & Poor’s
Ratings Services
|
|
Moody’s Investor
Service Inc.
|
|
Fitch, Inc.
|
|
|
|
|
|
|
Ratings
|
BB+
|
|
Ba1
|
|
BB
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
Payments Due by Period
|
|
|
|
|
||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Long-term debt maturities
|
$
|
—
|
|
|
$
|
408,400
|
|
|
$
|
838,992
|
|
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
1,017,940
|
|
|
$
|
3,015,332
|
|
Interest payments (a)
|
145,857
|
|
|
141,742
|
|
|
128,179
|
|
|
103,285
|
|
|
72,808
|
|
|
1,087,423
|
|
|
1,679,294
|
|
|||||||
Operating leases (b)
|
31,041
|
|
|
29,316
|
|
|
22,718
|
|
|
10,861
|
|
|
5,314
|
|
|
56,461
|
|
|
155,711
|
|
|||||||
Purchase obligations (c)
|
4,088
|
|
|
2,630
|
|
|
1,449
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
8,209
|
|
(a)
|
The interest payments calculated for our variable-rate debt are based on forward LIBOR interest rates and the outstanding borrowings as of
December 31, 2016
. The interest payments on our fixed-rate debt are based on the stated interest rates and the outstanding borrowings as of
December 31, 2016
.
|
(b)
|
Our operating leases consist primarily of leases for tugs and barges utilized at our St. Eustatius facility and land leases at various terminal facilities.
|
(c)
|
A purchase obligation is an enforceable and legally binding agreement to purchase goods or services that specifies significant terms, including (i) fixed or minimum quantities to be purchased, (ii) fixed, minimum or variable price provisions and (iii) the approximate timing of the transaction.
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
Increase in benefit obligation as of December 31, 2016 from:
|
|
|
|
||||
Discount rate decrease
|
$
|
5,300
|
|
|
$
|
400
|
|
Compensation rate increase
|
1,500
|
|
|
n/a
|
|
||
Increase in net periodic benefit cost for the year ending
December 31, 2017 resulting from:
|
|
|
|
||||
Discount rate decrease
|
$
|
400
|
|
|
$
|
100
|
|
Expected long-term rate of returns on plan assets decrease
|
300
|
|
|
n/a
|
|
||
Compensation rate increase
|
400
|
|
|
n/a
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
December 31, 2016
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
652,500
|
|
|
$
|
1,752,500
|
|
|
$
|
1,821,261
|
|
Weighted-average
interest rate
|
—
|
|
|
8.2
|
%
|
|
—
|
|
|
4.8
|
%
|
|
6.8
|
%
|
|
6.5
|
%
|
|
6.4
|
%
|
|
|
|||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
58,400
|
|
|
$
|
838,992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
365,440
|
|
|
$
|
1,262,832
|
|
|
$
|
1,263,501
|
|
Weighted-average
interest rate
|
—
|
|
|
1.6
|
%
|
|
2.5
|
%
|
|
—
|
|
|
—
|
%
|
|
0.7
|
%
|
|
1.9
|
%
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
952,500
|
|
|
$
|
1,752,500
|
|
|
$
|
1,626,785
|
|
Weighted-average
interest rate
|
—
|
|
|
—
|
|
|
8.2
|
%
|
|
—
|
|
|
4.8
|
%
|
|
6.6
|
%
|
|
6.4
|
%
|
|
|
|||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,500
|
|
|
$
|
882,664
|
|
|
$
|
—
|
|
|
$
|
365,440
|
|
|
$
|
1,301,604
|
|
|
$
|
1,302,653
|
|
Weighted-average
interest rate
|
—
|
|
|
—
|
|
|
1.2
|
%
|
|
2.1
|
%
|
|
—
|
|
|
0.1
|
%
|
|
1.5
|
%
|
|
|
Notional Amount
|
|
Period of Hedge
|
|
Weighted-Average Fixed Rate
|
|
Fair Value as of December 31,
|
|||||||||
December 31, 2016
|
|
|
|
2016
|
|
2015
|
|||||||||
(Thousands of Dollars)
|
|
|
|
|
|
(Thousands of Dollars)
|
|||||||||
$
|
350,000
|
|
|
04/2018 - 04/2028
|
|
2.6
|
%
|
|
$
|
(1,333
|
)
|
|
$
|
140
|
|
250,000
|
|
|
09/2020 - 09/2030
|
|
2.8
|
%
|
|
15
|
|
|
1,163
|
|
|||
$
|
600,000
|
|
|
|
|
2.7
|
%
|
|
$
|
(1,318
|
)
|
|
$
|
1,303
|
|
|
December 31, 2016
|
|||||||||||||
|
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 and refined products)
|
47
|
|
|
$
|
55.53
|
|
|
N/A
|
|
|
$
|
2
|
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
107
|
|
|
N/A
|
|
|
$
|
58.79
|
|
|
$
|
(243
|
)
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
84
|
|
|
$
|
45.99
|
|
|
N/A
|
|
|
$
|
141
|
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
573
|
|
|
N/A
|
|
|
$
|
41.87
|
|
|
$
|
(3,322
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Economic Hedges and Other Derivatives:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
18
|
|
|
$
|
72.06
|
|
|
N/A
|
|
|
$
|
10
|
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
9
|
|
|
N/A
|
|
|
$
|
71.88
|
|
|
$
|
(7
|
)
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
869
|
|
|
$
|
42.20
|
|
|
N/A
|
|
|
$
|
4,737
|
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
874
|
|
|
N/A
|
|
|
$
|
41.40
|
|
|
$
|
(5,459
|
)
|
|
Forward purchase contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
310
|
|
|
$
|
52.78
|
|
|
N/A
|
|
|
$
|
499
|
|
|
Forward sales contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
310
|
|
|
N/A
|
|
|
$
|
52.76
|
|
|
$
|
(507
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Total fair value of open positions exposed to
commodity price risk
|
|
|
|
|
|
|
$
|
(4,149
|
)
|
|
December 31, 2015
|
|||||||||||||
|
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 and refined products)
|
38
|
|
|
$
|
37.85
|
|
|
N/A
|
|
|
$
|
1
|
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
59
|
|
|
N/A
|
|
|
$
|
39.07
|
|
|
$
|
68
|
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
129
|
|
|
$
|
23.83
|
|
|
N/A
|
|
|
$
|
(18
|
)
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
784
|
|
|
N/A
|
|
|
$
|
26.28
|
|
|
$
|
1,864
|
|
|
|
|
|
|
|
|
|
|
|||||||
Economic Hedges and Other Derivatives:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
87
|
|
|
$
|
44.81
|
|
|
N/A
|
|
|
$
|
(48
|
)
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(crude oil and refined products)
|
196
|
|
|
N/A
|
|
|
$
|
43.54
|
|
|
$
|
149
|
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
1,532
|
|
|
$
|
28.19
|
|
|
N/A
|
|
|
$
|
(8,529
|
)
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
1,435
|
|
|
N/A
|
|
|
$
|
33.01
|
|
|
$
|
14,931
|
|
|
Forward purchase contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
248
|
|
|
$
|
36.99
|
|
|
N/A
|
|
|
$
|
193
|
|
|
Forward sales contracts:
|
|
|
|
|
|
|
|
|||||||
(crude oil)
|
248
|
|
|
N/A
|
|
|
$
|
36.82
|
|
|
$
|
(235
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Total fair value of open positions exposed to
commodity price risk
|
|
|
|
|
|
|
$
|
8,376
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,942
|
|
|
$
|
118,862
|
|
Accounts receivable, net of allowance for doubtful accounts of $7,756 and $8,473
as of December 31, 2016 and 2015, respectively
|
170,293
|
|
|
145,064
|
|
||
Receivable from related party
|
317
|
|
|
—
|
|
||
Inventories
|
37,945
|
|
|
38,749
|
|
||
Other current assets
|
132,686
|
|
|
31,176
|
|
||
Total current assets
|
377,183
|
|
|
333,851
|
|
||
Property, plant and equipment, at cost
|
5,435,278
|
|
|
5,209,160
|
|
||
Accumulated depreciation and amortization
|
(1,712,995
|
)
|
|
(1,525,589
|
)
|
||
Property, plant and equipment, net
|
3,722,283
|
|
|
3,683,571
|
|
||
Intangible assets, net
|
127,083
|
|
|
112,011
|
|
||
Goodwill
|
696,637
|
|
|
696,637
|
|
||
Deferred income tax asset
|
2,051
|
|
|
2,858
|
|
||
Other long-term assets, net
|
105,308
|
|
|
296,597
|
|
||
Total assets
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
Liabilities and Partners’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
118,686
|
|
|
$
|
125,147
|
|
Payable to related party
|
—
|
|
|
14,799
|
|
||
Short-term debt
|
54,000
|
|
|
84,000
|
|
||
Accrued interest payable
|
34,030
|
|
|
34,286
|
|
||
Accrued liabilities
|
60,485
|
|
|
55,194
|
|
||
Taxes other than income tax
|
15,685
|
|
|
12,810
|
|
||
Income tax payable
|
6,510
|
|
|
5,977
|
|
||
Total current liabilities
|
289,396
|
|
|
332,213
|
|
||
Long-term debt
|
3,014,364
|
|
|
3,055,612
|
|
||
Long-term payable to related party
|
—
|
|
|
32,080
|
|
||
Deferred income tax liability
|
22,204
|
|
|
24,810
|
|
||
Other long-term liabilities
|
92,964
|
|
|
70,966
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Partners’ equity:
|
|
|
|
||||
Series A preferred limited partners (9,060,000 preferred units outstanding
as of December 31, 2016)
|
218,400
|
|
|
—
|
|
||
Common limited partners (78,616,228 and 77,886,078 common units outstanding
as of December 31, 2016 and 2015, respectively)
|
1,455,642
|
|
|
1,661,900
|
|
||
General partner
|
31,752
|
|
|
36,738
|
|
||
Accumulated other comprehensive loss
|
(94,177
|
)
|
|
(88,794
|
)
|
||
Total partners’ equity
|
1,611,617
|
|
|
1,609,844
|
|
||
Total liabilities and partners’ equity
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,083,165
|
|
|
$
|
1,114,153
|
|
|
$
|
1,026,446
|
|
Product sales
|
673,517
|
|
|
969,887
|
|
|
2,048,672
|
|
|||
Total revenues
|
1,756,682
|
|
|
2,084,040
|
|
|
3,075,118
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
633,653
|
|
|
907,574
|
|
|
1,967,528
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Third parties
|
426,686
|
|
|
337,466
|
|
|
347,189
|
|
|||
Related party
|
21,681
|
|
|
135,565
|
|
|
125,736
|
|
|||
Total operating expenses
|
448,367
|
|
|
473,031
|
|
|
472,925
|
|
|||
General and administrative expenses:
|
|
|
|
|
|
||||||
Third parties
|
88,324
|
|
|
35,752
|
|
|
29,146
|
|
|||
Related party
|
10,493
|
|
|
66,769
|
|
|
66,910
|
|
|||
Total general and administrative expenses
|
98,817
|
|
|
102,521
|
|
|
96,056
|
|
|||
Depreciation and amortization expense
|
216,736
|
|
|
210,210
|
|
|
191,708
|
|
|||
Total costs and expenses
|
1,397,573
|
|
|
1,693,336
|
|
|
2,728,217
|
|
|||
Operating income
|
359,109
|
|
|
390,704
|
|
|
346,901
|
|
|||
Equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
4,796
|
|
|||
Interest expense, net
|
(138,350
|
)
|
|
(131,868
|
)
|
|
(132,281
|
)
|
|||
Interest income from related party
|
—
|
|
|
—
|
|
|
1,055
|
|
|||
Other (expense) income, net
|
(58,783
|
)
|
|
61,822
|
|
|
4,499
|
|
|||
Income from continuing operations before income tax expense
|
161,976
|
|
|
320,658
|
|
|
224,970
|
|
|||
Income tax expense
|
11,973
|
|
|
14,712
|
|
|
10,801
|
|
|||
Income from continuing operations
|
150,003
|
|
|
305,946
|
|
|
214,169
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
774
|
|
|
(3,791
|
)
|
|||
Net income
|
150,003
|
|
|
306,720
|
|
|
210,378
|
|
|||
Less loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(395
|
)
|
|||
Net income attributable to NuStar Energy L.P.
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,773
|
|
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.27
|
|
|
$
|
3.29
|
|
|
$
|
2.14
|
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
(0.04
|
)
|
|||
Total (Note 21)
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
$
|
2.10
|
|
Basic weighted-average common units outstanding
|
78,080,484
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted weighted-average common units outstanding
|
78,113,002
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,378
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(8,243
|
)
|
|
(31,987
|
)
|
|
(15,614
|
)
|
|||
Net loss on pension and other postretirement benefit adjustments, net of income tax benefit of $60
|
(2,850
|
)
|
|
—
|
|
|
—
|
|
|||
Net gain on cash flow hedges
|
5,710
|
|
|
11,105
|
|
|
10,663
|
|
|||
Total other comprehensive loss
|
(5,383
|
)
|
|
(20,882
|
)
|
|
(4,951
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
144,620
|
|
|
285,838
|
|
|
205,427
|
|
|||
Less comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(828
|
)
|
|||
Comprehensive income attributable to NuStar Energy L.P.
|
$
|
144,620
|
|
|
$
|
285,838
|
|
|
$
|
206,255
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,378
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
216,736
|
|
|
210,210
|
|
|
191,708
|
|
|||
Unit-based compensation expense
|
7,579
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt related items
|
7,477
|
|
|
8,840
|
|
|
8,969
|
|
|||
Loss (gain) on sale or disposition of assets
|
64
|
|
|
(1,617
|
)
|
|
(3,853
|
)
|
|||
Gain associated with the Linden Acquisition
|
—
|
|
|
(56,277
|
)
|
|
—
|
|
|||
Impairment loss
|
58,655
|
|
|
—
|
|
|
4,201
|
|
|||
Deferred income tax (benefit) expense
|
(469
|
)
|
|
2,058
|
|
|
3,467
|
|
|||
Equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
(4,796
|
)
|
|||
Distributions of equity in earnings of joint ventures
|
—
|
|
|
2,500
|
|
|
7,587
|
|
|||
Changes in current assets and current liabilities (Note 22)
|
3,716
|
|
|
50,559
|
|
|
82,418
|
|
|||
Other, net
|
(7,000
|
)
|
|
1,944
|
|
|
18,444
|
|
|||
Net cash provided by operating activities
|
436,761
|
|
|
524,937
|
|
|
518,523
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(204,358
|
)
|
|
(324,808
|
)
|
|
(356,965
|
)
|
|||
Change in accounts payable related to capital expenditures
|
(11,063
|
)
|
|
(3,156
|
)
|
|
4,903
|
|
|||
Acquisitions
|
(95,657
|
)
|
|
(142,500
|
)
|
|
—
|
|
|||
Investment in other long-term assets
|
—
|
|
|
(3,564
|
)
|
|
—
|
|
|||
Proceeds from sale or disposition of assets
|
—
|
|
|
17,132
|
|
|
26,012
|
|
|||
Proceeds from insurance recoveries
|
—
|
|
|
4,867
|
|
|
—
|
|
|||
Increase in note receivable from Axeon
|
—
|
|
|
—
|
|
|
(13,328
|
)
|
|||
Other, net
|
—
|
|
|
—
|
|
|
(853
|
)
|
|||
Net cash used in investing activities
|
(311,078
|
)
|
|
(452,029
|
)
|
|
(340,231
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt borrowings
|
752,729
|
|
|
860,131
|
|
|
743,719
|
|
|||
Proceeds from short-term debt borrowings
|
654,000
|
|
|
823,500
|
|
|
574,900
|
|
|||
Long-term debt repayments
|
(772,152
|
)
|
|
(500,410
|
)
|
|
(623,770
|
)
|
|||
Short-term debt repayments
|
(684,000
|
)
|
|
(816,500
|
)
|
|
(497,900
|
)
|
|||
Proceeds from issuance of preferred units, net of issuance costs
|
218,400
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common units, net of issuance costs
|
27,710
|
|
|
—
|
|
|
—
|
|
|||
Contributions from general partner
|
680
|
|
|
—
|
|
|
—
|
|
|||
Distributions to common unitholders and general partner
|
(392,962
|
)
|
|
(392,204
|
)
|
|
(392,204
|
)
|
|||
(Decrease) increase in cash book overdrafts
|
(11,237
|
)
|
|
(2,954
|
)
|
|
12,851
|
|
|||
Other, net
|
(4,492
|
)
|
|
(792
|
)
|
|
(5,781
|
)
|
|||
Net cash used in financing activities
|
(211,324
|
)
|
|
(29,229
|
)
|
|
(188,185
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
2,721
|
|
|
(12,729
|
)
|
|
(2,938
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(82,920
|
)
|
|
30,950
|
|
|
(12,831
|
)
|
|||
Cash and cash equivalents as of the beginning of the period
|
118,862
|
|
|
87,912
|
|
|
100,743
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
35,942
|
|
|
$
|
118,862
|
|
|
$
|
87,912
|
|
|
Limited Partners
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Series A Preferred
|
|
Common
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total NuStar Energy L.P. Partners’ Equity
|
|
Noncontrolling Interest
|
|
Total
Partners’
Equity
|
||||||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance as of
January 1, 2014
|
—
|
|
|
$
|
—
|
|
|
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
|
)
|
|||||||
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
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
258,230
|
|
|
48,490
|
|
|
—
|
|
|
306,720
|
|
|
—
|
|
|
306,720
|
|
|||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,882
|
)
|
|
(20,882
|
)
|
|
—
|
|
|
(20,882
|
)
|
|||||||
Distributions
to partners
|
—
|
|
|
—
|
|
|
—
|
|
|
(341,140
|
)
|
|
(51,064
|
)
|
|
—
|
|
|
(392,204
|
)
|
|
—
|
|
|
(392,204
|
)
|
|||||||
Balance as of
December 31, 2015
|
—
|
|
|
—
|
|
|
77,886,078
|
|
|
1,661,900
|
|
|
36,738
|
|
|
(88,794
|
)
|
|
1,609,844
|
|
|
—
|
|
|
1,609,844
|
|
|||||||
Net income
|
—
|
|
|
1,925
|
|
|
—
|
|
|
102,580
|
|
|
45,498
|
|
|
—
|
|
|
150,003
|
|
|
—
|
|
|
150,003
|
|
|||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,383
|
)
|
|
(5,383
|
)
|
|
—
|
|
|
(5,383
|
)
|
|||||||
Distributions
to partners
|
—
|
|
|
(1,925
|
)
|
|
—
|
|
|
(341,798
|
)
|
|
(51,164
|
)
|
|
—
|
|
|
(394,887
|
)
|
|
—
|
|
|
(394,887
|
)
|
|||||||
Issuance of units, including contribution from
general partner
|
9,060,000
|
|
|
218,400
|
|
|
595,050
|
|
|
27,710
|
|
|
575
|
|
|
—
|
|
|
246,685
|
|
|
—
|
|
|
246,685
|
|
|||||||
Unit-based
compensation
|
—
|
|
|
—
|
|
|
135,100
|
|
|
5,250
|
|
|
105
|
|
|
—
|
|
|
5,355
|
|
|
—
|
|
|
5,355
|
|
|||||||
Balance as of
December 31, 2016
|
9,060,000
|
|
|
$
|
218,400
|
|
|
78,616,228
|
|
|
$
|
1,455,642
|
|
|
$
|
31,752
|
|
|
$
|
(94,177
|
)
|
|
$
|
1,611,617
|
|
|
$
|
—
|
|
|
$
|
1,611,617
|
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines;
|
•
|
terminals, excluding our St. Eustatius and Point Tupper facilities; and
|
•
|
bunkering activity at our St. Eustatius and Point Tupper facilities.
|
Cash paid for the Linden Acquisition
|
$
|
142,500
|
|
Fair value of liabilities assumed
|
22,865
|
|
|
Consideration
|
165,365
|
|
|
Acquisition date fair value of previously held equity interest
|
128,000
|
|
|
Total
|
$
|
293,365
|
|
|
|
||
Current assets (a)
|
$
|
9,513
|
|
Property, plant and equipment
|
134,484
|
|
|
Goodwill
|
79,208
|
|
|
Intangible assets (b)
|
70,050
|
|
|
Other long-term assets
|
110
|
|
|
Purchase price allocation
|
$
|
293,365
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of beginning of year
|
$
|
8,473
|
|
|
$
|
7,808
|
|
|
$
|
1,224
|
|
Increase in allowance, net
|
24
|
|
|
965
|
|
|
7,649
|
|
|||
Accounts charged against the allowance
|
(741
|
)
|
|
(300
|
)
|
|
(1,065
|
)
|
|||
Balance as of end of year
|
$
|
7,756
|
|
|
$
|
8,473
|
|
|
$
|
7,808
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Crude oil and refined petroleum products
|
$
|
28,044
|
|
|
$
|
30,154
|
|
Materials and supplies
|
9,901
|
|
|
8,595
|
|
||
Total
|
$
|
37,945
|
|
|
$
|
38,749
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Axeon Term Loan
|
$
|
110,000
|
|
|
$
|
—
|
|
Prepaid expenses
|
14,894
|
|
|
16,331
|
|
||
Derivative assets
|
155
|
|
|
11,402
|
|
||
Other
|
7,637
|
|
|
3,443
|
|
||
Other current assets
|
$
|
132,686
|
|
|
$
|
31,176
|
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||||
|
|
2016
|
|
2015
|
|||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||
Land
|
|
-
|
|
|
$
|
138,224
|
|
|
$
|
140,292
|
|
Land and leasehold improvements
|
5
|
-
|
40
|
|
187,930
|
|
|
186,848
|
|
||
Buildings
|
15
|
-
|
40
|
|
144,773
|
|
|
137,269
|
|
||
Pipelines, storage and terminals
|
20
|
-
|
40
|
|
4,647,718
|
|
|
4,399,378
|
|
||
Rights-of-way
|
20
|
-
|
40
|
|
202,311
|
|
|
194,055
|
|
||
Construction in progress
|
|
-
|
|
|
114,322
|
|
|
151,318
|
|
||
Total
|
|
|
|
|
5,435,278
|
|
|
5,209,160
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
|
(1,712,995
|
)
|
|
(1,525,589
|
)
|
||
Property, plant and equipment, net
|
|
|
|
|
$
|
3,722,283
|
|
|
$
|
3,683,571
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Customer relationships
|
$
|
166,950
|
|
|
$
|
(41,582
|
)
|
|
$
|
196,616
|
|
|
$
|
(86,370
|
)
|
Other
|
2,359
|
|
|
(644
|
)
|
|
2,359
|
|
|
(594
|
)
|
||||
Total
|
$
|
169,309
|
|
|
$
|
(42,226
|
)
|
|
$
|
198,975
|
|
|
$
|
(86,964
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Axeon Term Loan (a)
|
$
|
—
|
|
|
$
|
170,352
|
|
Amount remaining in trust for the GoZone Bonds (a)
|
42,359
|
|
|
54,822
|
|
||
Ammonia pipeline linefill and tank heel inventory
|
34,377
|
|
|
35,178
|
|
||
Other
|
28,572
|
|
|
36,245
|
|
||
Other long-term assets, net
|
$
|
105,308
|
|
|
$
|
296,597
|
|
(a)
|
See Note 8 for discussion on the Axeon Term Loan and Note 13 for discussion of the GoZone Bonds.
|
|
Pipeline
|
|
Storage
|
|
Fuels
Marketing
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balances as of January 1, 2015:
|
|
|
|
|
|
|
|
||||||||
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
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Activity for the year ended December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Linden Acquisition final purchase price allocation
|
—
|
|
|
79,208
|
|
|
—
|
|
|
79,208
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of December 31, 2015 and 2016:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
306,207
|
|
|
691,220
|
|
|
53,255
|
|
|
1,050,682
|
|
||||
Accumulated impairment losses
|
—
|
|
|
(331,913
|
)
|
|
(22,132
|
)
|
|
(354,045
|
)
|
||||
Net goodwill
|
$
|
306,207
|
|
|
$
|
359,307
|
|
|
$
|
31,123
|
|
|
$
|
696,637
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Derivative liabilities
|
$
|
5,052
|
|
|
$
|
121
|
|
Employee wages and benefit costs
|
30,807
|
|
|
31,143
|
|
||
Unearned income
|
14,355
|
|
|
14,290
|
|
||
Other
|
10,271
|
|
|
9,640
|
|
||
Accrued liabilities
|
$
|
60,485
|
|
|
$
|
55,194
|
|
|
|
|
|
|
December 31,
|
||||||
|
Maturity
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
(Thousands of Dollars)
|
||||||
Revolving Credit Agreement
|
|
2019
|
|
|
$
|
838,992
|
|
|
$
|
882,664
|
|
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
|
|
||
GoZone Bonds
|
2038
|
thru
|
2041
|
|
365,440
|
|
|
365,440
|
|
||
Receivables Financing Agreement
|
|
2018
|
|
|
58,400
|
|
|
53,500
|
|
||
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
|
N/A
|
|
|
(968
|
)
|
|
1,508
|
|
||
Total long-term debt
|
|
|
|
|
$
|
3,014,364
|
|
|
$
|
3,055,612
|
|
2017
|
$
|
—
|
|
2018
|
408,400
|
|
|
2019
|
838,992
|
|
|
2020
|
450,000
|
|
|
2021
|
300,000
|
|
|
Thereafter
|
1,017,940
|
|
|
Total repayments
|
3,015,332
|
|
|
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
(968
|
)
|
|
Total long-term debt
|
$
|
3,014,364
|
|
Date Issued
|
|
Maturity Date
|
|
Amount
Outstanding
|
|
Amount of
Letter of
Credit
|
|
Amount Received from
Trustee
|
|
Amount Remaining in
Trust (a)
|
|
Weighted-Average
Interest Rate (b)
|
|||||||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|||||||||||||||
June 26, 2008
|
|
June 1, 2038
|
|
$
|
55,440
|
|
|
$
|
56,169
|
|
|
$
|
55,440
|
|
|
$
|
—
|
|
|
0.7
|
%
|
July 15, 2010
|
|
July 1, 2040
|
|
100,000
|
|
|
101,315
|
|
|
100,000
|
|
|
—
|
|
|
0.7
|
%
|
||||
October 7, 2010
|
|
October 1, 2040
|
|
50,000
|
|
|
50,658
|
|
|
43,741
|
|
|
6,518
|
|
|
0.7
|
%
|
||||
December 29, 2010
|
|
December 1, 2040
|
|
85,000
|
|
|
86,118
|
|
|
49,782
|
|
|
35,841
|
|
|
0.7
|
%
|
||||
August 29, 2011
|
|
August 1, 2041
|
|
75,000
|
|
|
75,986
|
|
|
75,000
|
|
|
—
|
|
|
0.7
|
%
|
||||
|
|
Total
|
|
$
|
365,440
|
|
|
$
|
370,246
|
|
|
$
|
323,963
|
|
|
$
|
42,359
|
|
|
|
(a)
|
Amount remaining in trust includes accrued interest.
|
(b)
|
For the year ended December 31, 2016, our weighted-average interest rate on borrowings was
0.4%
.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Balance as of the beginning of year
|
$
|
7,667
|
|
|
$
|
6,598
|
|
Additions to accrual
|
870
|
|
|
3,685
|
|
||
Payments
|
(3,302
|
)
|
|
(2,574
|
)
|
||
Foreign currency translation
|
(115
|
)
|
|
(42
|
)
|
||
Balance as of the end of year
|
$
|
5,120
|
|
|
$
|
7,667
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Accrued liabilities
|
$
|
3,281
|
|
|
$
|
4,350
|
|
Other long-term liabilities
|
1,839
|
|
|
3,317
|
|
||
Accruals for environmental matters
|
$
|
5,120
|
|
|
$
|
7,667
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
There-
after
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Operating leases
|
$
|
31,041
|
|
|
$
|
29,316
|
|
|
$
|
22,718
|
|
|
$
|
10,861
|
|
|
$
|
5,314
|
|
|
$
|
56,461
|
|
|
$
|
155,711
|
|
Purchase obligations
|
4,088
|
|
|
2,630
|
|
|
1,449
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
8,209
|
|
•
|
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, with original terms ranging from 10 to 100 years.
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
1,551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,551
|
|
Commodity derivatives
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||
Other long-term assets, net:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,314
|
|
||||
Total
|
$
|
1,551
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
3,020
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(1,577
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,577
|
)
|
Commodity derivatives
|
(4,887
|
)
|
|
(165
|
)
|
|
—
|
|
|
(5,052
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Guarantee liability
|
—
|
|
|
—
|
|
|
(1,230
|
)
|
|
(1,230
|
)
|
||||
Interest rate swaps
|
—
|
|
|
(2,632
|
)
|
|
—
|
|
|
(2,632
|
)
|
||||
Total
|
$
|
(6,464
|
)
|
|
$
|
(2,797
|
)
|
|
$
|
(1,230
|
)
|
|
$
|
(10,491
|
)
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179
|
|
Commodity derivatives
|
11,325
|
|
|
77
|
|
|
—
|
|
|
11,402
|
|
||||
Other long-term assets, net:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
2,755
|
|
|
—
|
|
|
2,755
|
|
||||
Total
|
$
|
11,504
|
|
|
$
|
2,832
|
|
|
$
|
—
|
|
|
$
|
14,336
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(419
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(419
|
)
|
Commodity derivatives
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
(120
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Guarantee liability
|
—
|
|
|
—
|
|
|
(1,697
|
)
|
|
(1,697
|
)
|
||||
Interest rate swaps
|
—
|
|
|
(1,452
|
)
|
|
—
|
|
|
(1,452
|
)
|
||||
Total
|
$
|
(419
|
)
|
|
$
|
(1,572
|
)
|
|
$
|
(1,697
|
)
|
|
$
|
(3,688
|
)
|
|
Year Ended
December 31, 2016
|
||
|
(Thousands of Dollars)
|
||
Beginning balance
|
$
|
1,697
|
|
Adjustment to guarantee liability
|
(467
|
)
|
|
Ending balance
|
$
|
1,230
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Long-term debt
|
$
|
3,084,762
|
|
|
$
|
3,014,364
|
|
|
$
|
2,929,438
|
|
|
$
|
3,055,612
|
|
Axeon Term Loan
|
$
|
110,000
|
|
|
$
|
110,000
|
|
|
$
|
172,123
|
|
|
$
|
170,352
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
Balance Sheet Location
|
|
December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
|
|
(Thousands of Dollars)
|
||||||||||||||
Derivatives Designated as
Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1,937
|
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
Interest rate swaps
|
Other long-term assets, net
|
|
1,314
|
|
|
2,755
|
|
|
—
|
|
|
—
|
|
||||
Commodity contracts
|
Accrued liabilities
|
|
144
|
|
|
—
|
|
|
(3,566
|
)
|
|
—
|
|
||||
Interest rate swaps
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
(2,632
|
)
|
|
(1,452
|
)
|
||||
Total
|
|
|
1,458
|
|
|
4,692
|
|
|
(6,198
|
)
|
|
(1,475
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Designated
as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
265
|
|
|
34,016
|
|
|
(110
|
)
|
|
(24,528
|
)
|
||||
Commodity contracts
|
Accrued liabilities
|
|
9,128
|
|
|
117
|
|
|
(10,758
|
)
|
|
(237
|
)
|
||||
Total
|
|
|
9,393
|
|
|
34,133
|
|
|
(10,868
|
)
|
|
(24,765
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Derivatives
|
|
|
$
|
10,851
|
|
|
$
|
38,825
|
|
|
$
|
(17,066
|
)
|
|
$
|
(26,240
|
)
|
|
|
December 31,
|
||||||
Commodity Contracts
|
|
2016
|
|
2015
|
||||
|
|
(Thousands of Dollars)
|
||||||
Net amounts of assets presented in the consolidated balance sheets
|
|
$
|
155
|
|
|
$
|
11,402
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
|
$
|
(5,052
|
)
|
|
$
|
(120
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Fair Value Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in income on derivative
|
|
$
|
(11,254
|
)
|
|
$
|
21,589
|
|
|
$
|
21,951
|
|
Gain (loss) recognized in income on hedged item
|
|
15,295
|
|
|
(18,047
|
)
|
|
(21,587
|
)
|
|||
Gain recognized in income for ineffective portion
|
|
4,041
|
|
|
3,542
|
|
|
364
|
|
|||
|
|
|
|
|
|
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
||||||
Gain recognized in income on derivative
|
|
$
|
225
|
|
|
$
|
2,208
|
|
|
$
|
18,407
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in other comprehensive (loss) income on
derivative (effective portion)
|
|
$
|
(2,621
|
)
|
|
$
|
1,303
|
|
|
$
|
—
|
|
Loss reclassified from AOCI into interest expense, net
(effective portion)
|
|
(8,331
|
)
|
|
(9,802
|
)
|
|
(10,663
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
929
|
|
Operating expenses
|
$
|
21,681
|
|
|
$
|
135,565
|
|
|
$
|
125,736
|
|
General and administrative expenses
|
$
|
10,493
|
|
|
$
|
66,769
|
|
|
$
|
66,910
|
|
Interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,055
|
|
Revenues included in discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Expenses included in discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1,680
|
|
Decrease in related party payable:
|
|
||
Current
|
$
|
16,014
|
|
Long-term
|
32,656
|
|
|
Decrease in related party payable
|
$
|
48,670
|
|
|
|
||
Changes to our consolidated balance sheet:
|
|
||
Current and long-term assets
|
$
|
2,154
|
|
Current liabilities
|
5,609
|
|
|
Other long-term liabilities
|
34,042
|
|
|
Limited partner’s equity
|
2,664
|
|
|
Accumulated other comprehensive loss
|
4,201
|
|
|
Changes to our consolidated balance sheet
|
$
|
48,670
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
|
|
|
|
|
|
||||||
Impairment loss on Axeon Term Loan
|
$
|
(58,655
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain associated with Linden Acquisition
|
—
|
|
|
56,277
|
|
|
—
|
|
|||
Foreign exchange (losses) gains
|
(660
|
)
|
|
3,891
|
|
|
2,057
|
|
|||
(Loss) gain from sale or disposition of assets
|
(64
|
)
|
|
1,617
|
|
|
642
|
|
|||
Other, net
|
596
|
|
|
37
|
|
|
1,800
|
|
|||
Other (expense) income, net
|
$
|
(58,783
|
)
|
|
$
|
61,822
|
|
|
$
|
4,499
|
|
|
Foreign
Currency
Translation
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement
Benefits
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balance as of January 1, 2014
|
$
|
(13,658
|
)
|
|
$
|
(49,736
|
)
|
|
$
|
—
|
|
|
$
|
(63,394
|
)
|
Other comprehensive loss before
reclassification adjustments
|
(15,181
|
)
|
|
—
|
|
|
—
|
|
|
(15,181
|
)
|
||||
Net loss on cash flow hedges 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
|
)
|
||||
Other comprehensive (loss) income before
reclassification adjustments
|
(31,987
|
)
|
|
1,303
|
|
|
—
|
|
|
(30,684
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
9,802
|
|
|
—
|
|
|
9,802
|
|
||||
Other comprehensive (loss) income
|
(31,987
|
)
|
|
11,105
|
|
|
—
|
|
|
(20,882
|
)
|
||||
Balance as of December 31, 2015
|
(60,826
|
)
|
|
(27,968
|
)
|
|
—
|
|
|
(88,794
|
)
|
||||
Employee Transfer
|
—
|
|
|
—
|
|
|
4,201
|
|
|
4,201
|
|
||||
Deferred income tax adjustments
|
—
|
|
|
—
|
|
|
2,414
|
|
|
2,414
|
|
||||
Other comprehensive loss before
reclassification adjustments
|
(8,243
|
)
|
|
(2,621
|
)
|
|
(7,852
|
)
|
|
(18,716
|
)
|
||||
Net gain on pension costs reclassified into operating
expense
|
—
|
|
|
—
|
|
|
(1,200
|
)
|
|
(1,200
|
)
|
||||
Net gain on pension costs reclassified into general and
administrative expense
|
—
|
|
|
—
|
|
|
(413
|
)
|
|
(413
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
8,331
|
|
|
—
|
|
|
8,331
|
|
||||
Other comprehensive (loss) income
|
(8,243
|
)
|
|
5,710
|
|
|
(2,850
|
)
|
|
(5,383
|
)
|
||||
Balance as of December 31, 2016
|
$
|
(69,069
|
)
|
|
$
|
(22,258
|
)
|
|
$
|
(2,850
|
)
|
|
$
|
(94,177
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,773
|
|
Less preferred limited partner interest
|
1,925
|
|
|
—
|
|
|
—
|
|
|||
Less general partner incentive distribution
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Net income after general partner incentive distribution and preferred
limited partner interest
|
104,671
|
|
|
263,500
|
|
|
167,553
|
|
|||
General partner interest allocation
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
General partner interest allocation of net income
|
2,091
|
|
|
5,270
|
|
|
3,352
|
|
|||
General partner incentive distribution
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Net income applicable to general partner
|
$
|
45,498
|
|
|
$
|
48,490
|
|
|
$
|
46,572
|
|
|
|
Percentage of Distribution
|
||
Quarterly Distribution Amount per Common Unit
|
|
Common
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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
7,877
|
|
|
$
|
7,844
|
|
|
$
|
7,844
|
|
General partner incentive distribution
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Total general partner distribution
|
51,284
|
|
|
51,064
|
|
|
51,064
|
|
|||
Common limited partners’ distribution
|
342,598
|
|
|
341,140
|
|
|
341,140
|
|
|||
Total cash distributions
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
$
|
392,204
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
4.380
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2016 (a)
|
|
$
|
1.095
|
|
|
$
|
98,971
|
|
|
February 8, 2017
|
|
February 13, 2017
|
September 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,809
|
|
|
November 8, 2016
|
|
November 14, 2016
|
June 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
August 9, 2016
|
|
August 12, 2016
|
March 31, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
May 9, 2016
|
|
May 13, 2016
|
(a)
|
The distribution was announced on
January 27, 2017
.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,773
|
|
Less: Distributions to general partner (including incentive
distribution rights)
|
51,284
|
|
|
51,064
|
|
|
51,064
|
|
|||
Less: Distributions to common limited partners
|
342,598
|
|
|
341,140
|
|
|
341,140
|
|
|||
Less: Distributions for preferred limited partners
|
1,925
|
|
|
—
|
|
|
—
|
|
|||
Less: Distribution equivalent rights to restricted units
|
2,697
|
|
|
—
|
|
|
—
|
|
|||
Distributions in excess of earnings
|
$
|
(248,501
|
)
|
|
$
|
(85,484
|
)
|
|
$
|
(181,431
|
)
|
|
|
|
|
|
|
||||||
Net income attributable to common units:
|
|
|
|
|
|
||||||
Distributions to common limited partners
|
$
|
342,598
|
|
|
$
|
341,140
|
|
|
$
|
341,140
|
|
Allocation of distributions in excess of earnings
|
(243,530
|
)
|
|
(83,774
|
)
|
|
(177,801
|
)
|
|||
Total
|
$
|
99,068
|
|
|
$
|
257,366
|
|
|
$
|
163,339
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
78,080,484
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted common units outstanding:
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
78,080,484
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
Effect of dilutive potential common units
|
32,518
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted-average common units outstanding
|
78,113,002
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per common unit
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
$
|
2.10
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(23,234
|
)
|
|
$
|
67,257
|
|
|
$
|
72,298
|
|
Receivable from related parties
|
(317
|
)
|
|
—
|
|
|
50,918
|
|
|||
Inventories
|
940
|
|
|
16,776
|
|
|
82,075
|
|
|||
Other current assets
|
8,128
|
|
|
4,414
|
|
|
3,785
|
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
14,071
|
|
|
(32,152
|
)
|
|
(153,671
|
)
|
|||
Payable to related party
|
894
|
|
|
(872
|
)
|
|
837
|
|
|||
Accrued interest payable
|
(256
|
)
|
|
941
|
|
|
303
|
|
|||
Accrued liabilities
|
161
|
|
|
(7,834
|
)
|
|
22,980
|
|
|||
Taxes other than income tax
|
2,690
|
|
|
(1,522
|
)
|
|
4,341
|
|
|||
Income tax payable
|
639
|
|
|
3,551
|
|
|
(1,448
|
)
|
|||
Changes in current assets and current liabilities
|
$
|
3,716
|
|
|
$
|
50,559
|
|
|
$
|
82,418
|
|
•
|
current assets and current liabilities acquired and disposed during the period;
|
•
|
the change in the amount accrued for capital expenditures;
|
•
|
the effect of foreign currency translation;
|
•
|
reclassification of the Axeon Term Loan to other current assets from other long-term assets, net; and
|
•
|
non-cash related party transactions associated with the Employee Transfer (see Note 18 for further information).
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest, net of amount capitalized
|
$
|
142,663
|
|
|
$
|
133,388
|
|
|
$
|
129,377
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
11,847
|
|
|
$
|
9,971
|
|
|
$
|
6,699
|
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, January 1
|
$
|
109,202
|
|
|
$
|
106,848
|
|
|
$
|
10,042
|
|
|
$
|
10,484
|
|
Service cost
|
7,703
|
|
|
7,676
|
|
|
419
|
|
|
470
|
|
||||
Interest cost
|
4,023
|
|
|
4,389
|
|
|
401
|
|
|
448
|
|
||||
Benefits paid
|
(2,554
|
)
|
|
(4,338
|
)
|
|
(422
|
)
|
|
(507
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
253
|
|
|
203
|
|
||||
Actuarial loss (gain)
|
9,028
|
|
|
(5,373
|
)
|
|
368
|
|
|
(1,056
|
)
|
||||
Benefit obligation, December 31
|
$
|
127,402
|
|
|
$
|
109,202
|
|
|
$
|
11,061
|
|
|
$
|
10,042
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, January 1
|
$
|
87,706
|
|
|
$
|
83,365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
6,891
|
|
|
645
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
15,601
|
|
|
8,034
|
|
|
169
|
|
|
304
|
|
||||
Benefits paid
|
(2,554
|
)
|
|
(4,338
|
)
|
|
(422
|
)
|
|
(507
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
253
|
|
|
203
|
|
||||
Plan assets at fair value, December 31
|
$
|
107,644
|
|
|
$
|
87,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at December 31
|
$
|
107,644
|
|
|
$
|
87,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Less: Benefit obligation at December 31
|
127,402
|
|
|
109,202
|
|
|
11,061
|
|
|
10,042
|
|
||||
Funded status at December 31
|
$
|
(19,758
|
)
|
|
$
|
(21,496
|
)
|
|
$
|
(11,061
|
)
|
|
$
|
(10,042
|
)
|
Amounts recognized in the consolidated balance sheets (b):
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(162
|
)
|
|
$
|
(71
|
)
|
|
$
|
(321
|
)
|
|
$
|
(304
|
)
|
Other long-term liabilities
|
(19,596
|
)
|
|
(21,425
|
)
|
|
(10,740
|
)
|
|
(9,738
|
)
|
||||
Net pension liability
|
$
|
(19,758
|
)
|
|
$
|
(21,496
|
)
|
|
$
|
(11,061
|
)
|
|
$
|
(10,042
|
)
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
(b)
|
For the Pension Plan, since assets exceed the present value of expected benefit payments for the next 12 months, all of the liability is noncurrent. For the Excess Pension Plan and the other postretirement benefit plans, since there are no assets, the current liability is the present value of expected benefit payments for the next 12 months; the remainder is noncurrent.
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Service cost
|
$
|
7,703
|
|
|
$
|
7,676
|
|
|
$
|
8,049
|
|
|
$
|
419
|
|
|
$
|
470
|
|
|
$
|
374
|
|
Interest cost
|
4,023
|
|
|
4,389
|
|
|
4,225
|
|
|
401
|
|
|
448
|
|
|
373
|
|
||||||
Expected return on plan assets
|
(5,407
|
)
|
|
(5,018
|
)
|
|
(4,574
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,091
|
|
|
1,845
|
|
|
179
|
|
|
181
|
|
|
269
|
|
|
114
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
$
|
5,347
|
|
|
$
|
6,829
|
|
|
$
|
5,777
|
|
|
$
|
(144
|
)
|
|
$
|
42
|
|
|
$
|
(284
|
)
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Net unrecognized (loss) gain arising during the year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial (loss) gain
|
$
|
(7,544
|
)
|
|
$
|
1,000
|
|
|
$
|
(14,716
|
)
|
|
$
|
(368
|
)
|
|
$
|
1,056
|
|
|
$
|
(2,718
|
)
|
Net (gain) loss reclassified into income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service credit
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,091
|
|
|
1,845
|
|
|
179
|
|
|
181
|
|
|
269
|
|
|
114
|
|
||||||
Net (gain) loss reclassified into income
|
(972
|
)
|
|
(218
|
)
|
|
(1,884
|
)
|
|
(964
|
)
|
|
(876
|
)
|
|
(1,031
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
57
|
|
|
(362
|
)
|
|
5,314
|
|
|
3
|
|
|
(382
|
)
|
|
984
|
|
||||||
Total changes to other
comprehensive (loss) income
|
$
|
(8,459
|
)
|
|
$
|
420
|
|
|
$
|
(11,286
|
)
|
|
$
|
(1,329
|
)
|
|
$
|
(202
|
)
|
|
$
|
(2,765
|
)
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Unrecognized actuarial loss (b)
|
$
|
(28,427
|
)
|
|
$
|
(21,975
|
)
|
|
$
|
(3,755
|
)
|
|
$
|
(3,568
|
)
|
Prior service credit (b)
|
18,663
|
|
|
20,727
|
|
|
10,609
|
|
|
11,754
|
|
||||
Deferred tax asset (liability)
|
57
|
|
|
1,313
|
|
|
3
|
|
|
(3,726
|
)
|
||||
Accumulated other comprehensive (loss) income,
net of tax
|
$
|
(9,707
|
)
|
|
$
|
65
|
|
|
$
|
6,857
|
|
|
$
|
4,460
|
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
(b)
|
Represents the balance of accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic benefit cost (income).
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
Actuarial loss
|
$
|
1,484
|
|
|
$
|
191
|
|
Prior service credit
|
$
|
(2,059
|
)
|
|
$
|
(1,145
|
)
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
738
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
64,813
|
|
|
—
|
|
|
64,813
|
|
||||
International stock index fund (b)
|
10,459
|
|
|
—
|
|
|
—
|
|
|
10,459
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
31,634
|
|
|
—
|
|
|
—
|
|
|
31,634
|
|
||||
Total
|
$
|
42,831
|
|
|
$
|
64,813
|
|
|
$
|
—
|
|
|
$
|
107,644
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
739
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
52,086
|
|
|
—
|
|
|
52,086
|
|
||||
International stock index fund (b)
|
8,522
|
|
|
—
|
|
|
—
|
|
|
8,522
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
26,359
|
|
|
—
|
|
|
—
|
|
|
26,359
|
|
||||
Total
|
$
|
35,620
|
|
|
$
|
52,086
|
|
|
$
|
—
|
|
|
$
|
87,706
|
|
(a)
|
This fund is a low-cost equity index fund not actively managed that tracks the S&P 500. Fair values were estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
|
(b)
|
This fund tracks the performance of the Total International Composite Index.
|
(c)
|
This fund tracks the performance of the Barclays Capital U.S. Aggregate Bond Index.
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
2017
|
$
|
7,747
|
|
|
$
|
321
|
|
2018
|
$
|
8,418
|
|
|
$
|
359
|
|
2019
|
$
|
9,190
|
|
|
$
|
399
|
|
2020
|
$
|
9,656
|
|
|
$
|
429
|
|
2021
|
$
|
10,048
|
|
|
$
|
460
|
|
Years 2022-2026
|
$
|
59,168
|
|
|
$
|
2,949
|
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
4.33
|
%
|
|
4.61
|
%
|
|
4.49
|
%
|
|
4.75
|
%
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
4.61
|
%
|
|
4.22
|
%
|
|
5.04
|
%
|
|
4.75
|
%
|
|
4.34
|
%
|
|
5.28
|
%
|
Expected long-term rate of
return on plan assets
|
6.25
|
%
|
|
6.50
|
%
|
|
6.75
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Health care cost trend rate assumed for next year
|
6.84
|
%
|
|
6.81
|
%
|
Rate to which the cost trend rate was assumed to decrease to (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reached the ultimate trend rate
|
2028
|
|
|
2026
|
|
|
Transferred Units
March 1, 2016
|
|
Units Outstanding
December 31, 2016
|
|
Compensation Expense
Year Ended
December 31, 2016
|
||||
|
|
|
|
|
(Thousands of Dollars)
|
||||
Restricted Units:
|
|
|
|
|
|
||||
Domestic employees
|
586,524
|
|
|
647,340
|
|
|
$
|
5,980
|
|
Non-employee directors (NEDs)
|
17,629
|
|
|
18,134
|
|
|
388
|
|
|
International employees
|
49,121
|
|
|
50,609
|
|
|
715
|
|
|
Performance Units
|
77,014
|
|
|
77,014
|
|
|
1,211
|
|
|
Total
|
730,288
|
|
|
793,097
|
|
|
$
|
8,294
|
|
|
Domestic Employees
|
|
|
|
|
|||||||
|
Number of Restricted
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
Per Unit
|
|
Number of Restricted
Units to
NEDs
|
|
Number of Restricted
Units to International Employees
|
|||||
Nonvested units as of January 1, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Transferred
|
586,524
|
|
|
35.03
|
|
|
17,629
|
|
|
49,121
|
|
|
Granted
|
246,070
|
|
|
47.70
|
|
|
8,730
|
|
|
20,107
|
|
|
Vested
|
(180,724
|
)
|
|
35.50
|
|
|
(8,225
|
)
|
|
(14,812
|
)
|
|
Forfeited
|
(4,530
|
)
|
|
35.03
|
|
|
—
|
|
|
(3,807
|
)
|
|
Nonvested units as of December 31, 2016
|
647,340
|
|
|
$
|
39.72
|
|
|
18,134
|
|
|
50,609
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
2,280
|
|
|
$
|
908
|
|
|
$
|
(182
|
)
|
Foreign
|
6,329
|
|
|
9,820
|
|
|
7,516
|
|
|||
Foreign withholding tax
|
3,833
|
|
|
1,926
|
|
|
—
|
|
|||
Total current
|
12,442
|
|
|
12,654
|
|
|
7,334
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
2,680
|
|
|
1,022
|
|
|
1,889
|
|
|||
Foreign
|
(1,122
|
)
|
|
(1,464
|
)
|
|
1,578
|
|
|||
Foreign withholding tax
|
(2,027
|
)
|
|
2,500
|
|
|
—
|
|
|||
Total deferred
|
(469
|
)
|
|
2,058
|
|
|
3,467
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
11,973
|
|
|
$
|
14,712
|
|
|
$
|
10,801
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
31,539
|
|
|
$
|
33,043
|
|
Employee benefits
|
697
|
|
|
—
|
|
||
Environmental and legal reserves
|
148
|
|
|
894
|
|
||
Allowance for bad debt
|
2,697
|
|
|
2,698
|
|
||
Other
|
1,697
|
|
|
1,758
|
|
||
Total deferred income tax assets
|
36,778
|
|
|
38,393
|
|
||
Less: Valuation allowance
|
(12,759
|
)
|
|
(13,151
|
)
|
||
Net deferred income tax assets
|
24,019
|
|
|
25,242
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(43,788
|
)
|
|
(44,880
|
)
|
||
Foreign withholding tax
|
(384
|
)
|
|
(2,314
|
)
|
||
Total deferred income tax liabilities
|
(44,172
|
)
|
|
(47,194
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(20,153
|
)
|
|
$
|
(21,952
|
)
|
|
|
|
|
||||
Reported on the consolidated balance sheets as:
|
|
|
|
||||
Deferred income tax asset
|
$
|
2,051
|
|
|
$
|
2,858
|
|
Deferred income tax liability
|
(22,204
|
)
|
|
(24,810
|
)
|
||
Net deferred income tax liability
|
$
|
(20,153
|
)
|
|
$
|
(21,952
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
485,650
|
|
|
$
|
508,522
|
|
|
$
|
477,030
|
|
Storage:
|
|
|
|
|
|
||||||
Third parties
|
589,098
|
|
|
599,302
|
|
|
537,142
|
|
|||
Intersegment
|
20,944
|
|
|
25,606
|
|
|
26,435
|
|
|||
Related party
|
—
|
|
|
—
|
|
|
929
|
|
|||
Total storage
|
610,042
|
|
|
624,908
|
|
|
564,506
|
|
|||
Fuels marketing
|
681,934
|
|
|
976,216
|
|
|
2,060,017
|
|
|||
Consolidation and intersegment eliminations
|
(20,944
|
)
|
|
(25,606
|
)
|
|
(26,435
|
)
|
|||
Total revenues
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
89,554
|
|
|
$
|
84,951
|
|
|
$
|
77,691
|
|
Storage
|
118,663
|
|
|
116,768
|
|
|
103,848
|
|
|||
Fuels marketing
|
—
|
|
|
—
|
|
|
16
|
|
|||
Total segment depreciation and amortization expense
|
208,217
|
|
|
201,719
|
|
|
181,555
|
|
|||
Other depreciation and amortization expense
|
8,519
|
|
|
8,491
|
|
|
10,153
|
|
|||
Total depreciation and amortization expense
|
$
|
216,736
|
|
|
$
|
210,210
|
|
|
$
|
191,708
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
248,238
|
|
|
$
|
270,349
|
|
|
$
|
245,233
|
|
Storage
|
214,801
|
|
|
217,818
|
|
|
183,104
|
|
|||
Fuels marketing
|
3,406
|
|
|
13,507
|
|
|
24,805
|
|
|||
Consolidation and intersegment eliminations
|
—
|
|
|
42
|
|
|
(32
|
)
|
|||
Total segment operating income
|
466,445
|
|
|
501,716
|
|
|
453,110
|
|
|||
General and administrative expenses
|
98,817
|
|
|
102,521
|
|
|
96,056
|
|
|||
Other depreciation and amortization expense
|
8,519
|
|
|
8,491
|
|
|
10,153
|
|
|||
Total operating income
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
$
|
346,901
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
United States
|
$
|
1,352,936
|
|
|
$
|
1,599,088
|
|
|
$
|
2,276,609
|
|
Netherlands
|
313,395
|
|
|
386,282
|
|
|
705,207
|
|
|||
Other
|
90,351
|
|
|
98,670
|
|
|
93,302
|
|
|||
Consolidated revenues
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
United States
|
$
|
3,086,337
|
|
|
$
|
3,049,334
|
|
Netherlands
|
469,061
|
|
|
449,406
|
|
||
Other
|
166,885
|
|
|
184,831
|
|
||
Consolidated long-lived assets
|
$
|
3,722,283
|
|
|
$
|
3,683,571
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Pipeline
|
$
|
2,024,633
|
|
|
$
|
2,014,098
|
|
Storage
|
2,522,586
|
|
|
2,476,389
|
|
||
Fuels marketing
|
168,347
|
|
|
156,866
|
|
||
Total segment assets
|
4,715,566
|
|
|
4,647,353
|
|
||
Other partnership assets
|
314,979
|
|
|
478,172
|
|
||
Total consolidated assets
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Pipeline
|
$
|
88,373
|
|
|
$
|
175,657
|
|
|
$
|
244,713
|
|
Storage
|
206,641
|
|
|
285,258
|
|
|
108,457
|
|
|||
Other partnership assets
|
5,001
|
|
|
9,957
|
|
|
3,795
|
|
|||
Total capital expenditures
|
$
|
300,015
|
|
|
$
|
470,872
|
|
|
$
|
356,965
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
870
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
$
|
35,942
|
|
Receivables, net
|
—
|
|
|
3,040
|
|
|
—
|
|
|
167,570
|
|
|
—
|
|
|
170,610
|
|
||||||
Inventories
|
—
|
|
|
2,216
|
|
|
2,005
|
|
|
33,724
|
|
|
—
|
|
|
37,945
|
|
||||||
Other current assets
|
61
|
|
|
120,350
|
|
|
1,829
|
|
|
10,446
|
|
|
—
|
|
|
132,686
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,308,415
|
|
|
—
|
|
|
57,785
|
|
|
(1,366,200
|
)
|
|
—
|
|
||||||
Total current assets
|
931
|
|
|
1,434,026
|
|
|
3,834
|
|
|
304,592
|
|
|
(1,366,200
|
)
|
|
377,183
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,935,172
|
|
|
589,139
|
|
|
1,197,972
|
|
|
—
|
|
|
3,722,283
|
|
||||||
Intangible assets, net
|
—
|
|
|
71,033
|
|
|
—
|
|
|
56,050
|
|
|
—
|
|
|
127,083
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
376,532
|
|
|
—
|
|
|
696,637
|
|
||||||
Investment in wholly owned
subsidiaries
|
1,964,736
|
|
|
34,778
|
|
|
1,221,717
|
|
|
874,649
|
|
|
(4,095,880
|
)
|
|
—
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
2,051
|
|
|
—
|
|
|
2,051
|
|
||||||
Other long-term assets, net
|
1,255
|
|
|
63,586
|
|
|
28,587
|
|
|
11,880
|
|
|
—
|
|
|
105,308
|
|
||||||
Total assets
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables
|
$
|
2,436
|
|
|
$
|
24,272
|
|
|
$
|
7,124
|
|
|
$
|
84,854
|
|
|
$
|
—
|
|
|
$
|
118,686
|
|
Short-term debt
|
—
|
|
|
54,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
34,008
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
34,030
|
|
||||||
Accrued liabilities
|
1,070
|
|
|
7,118
|
|
|
10,766
|
|
|
41,531
|
|
|
—
|
|
|
60,485
|
|
||||||
Taxes other than income tax
|
125
|
|
|
6,854
|
|
|
3,253
|
|
|
5,453
|
|
|
—
|
|
|
15,685
|
|
||||||
Income tax payable
|
—
|
|
|
1,326
|
|
|
5
|
|
|
5,179
|
|
|
—
|
|
|
6,510
|
|
||||||
Intercompany payable
|
257,497
|
|
|
—
|
|
|
1,108,703
|
|
|
—
|
|
|
(1,366,200
|
)
|
|
—
|
|
||||||
Total current liabilities
|
261,128
|
|
|
127,578
|
|
|
1,129,851
|
|
|
137,039
|
|
|
(1,366,200
|
)
|
|
289,396
|
|
||||||
Long-term debt
|
—
|
|
|
2,956,338
|
|
|
—
|
|
|
58,026
|
|
|
—
|
|
|
3,014,364
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,862
|
|
|
13
|
|
|
20,329
|
|
|
—
|
|
|
22,204
|
|
||||||
Other long-term liabilities
|
—
|
|
|
34,358
|
|
|
9,436
|
|
|
49,170
|
|
|
—
|
|
|
92,964
|
|
||||||
Total partners’ equity
|
1,705,794
|
|
|
567,912
|
|
|
874,629
|
|
|
2,559,162
|
|
|
(4,095,880
|
)
|
|
1,611,617
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
885
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
117,973
|
|
|
$
|
—
|
|
|
$
|
118,862
|
|
Receivables, net
|
—
|
|
|
419
|
|
|
—
|
|
|
144,645
|
|
|
—
|
|
|
145,064
|
|
||||||
Inventories
|
—
|
|
|
1,776
|
|
|
3,648
|
|
|
33,325
|
|
|
—
|
|
|
38,749
|
|
||||||
Other current assets
|
140
|
|
|
11,026
|
|
|
497
|
|
|
19,513
|
|
|
—
|
|
|
31,176
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,610,370
|
|
|
—
|
|
|
—
|
|
|
(1,610,370
|
)
|
|
—
|
|
||||||
Total current assets
|
1,025
|
|
|
1,623,595
|
|
|
4,145
|
|
|
315,456
|
|
|
(1,610,370
|
)
|
|
333,851
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,915,370
|
|
|
570,415
|
|
|
1,197,786
|
|
|
—
|
|
|
3,683,571
|
|
||||||
Intangible assets, net
|
—
|
|
|
48,961
|
|
|
—
|
|
|
63,050
|
|
|
—
|
|
|
112,011
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
376,532
|
|
|
—
|
|
|
696,637
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,205,904
|
|
|
48,547
|
|
|
1,031,162
|
|
|
915,115
|
|
|
(4,200,728
|
)
|
|
—
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
4,037
|
|
|
(1,179
|
)
|
|
2,858
|
|
||||||
Other long-term assets, net
|
933
|
|
|
255,957
|
|
|
26,329
|
|
|
13,378
|
|
|
—
|
|
|
296,597
|
|
||||||
Total assets
|
$
|
2,207,862
|
|
|
$
|
4,041,883
|
|
|
$
|
1,802,703
|
|
|
$
|
2,885,354
|
|
|
$
|
(5,812,277
|
)
|
|
$
|
5,125,525
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables
|
$
|
12
|
|
|
$
|
52,650
|
|
|
$
|
11,193
|
|
|
$
|
76,091
|
|
|
$
|
—
|
|
|
$
|
139,946
|
|
Short-term debt
|
—
|
|
|
84,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
34,271
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
34,286
|
|
||||||
Accrued liabilities
|
723
|
|
|
32,816
|
|
|
5,753
|
|
|
15,902
|
|
|
—
|
|
|
55,194
|
|
||||||
Taxes other than income tax
|
126
|
|
|
6,452
|
|
|
3,325
|
|
|
2,907
|
|
|
—
|
|
|
12,810
|
|
||||||
Income tax payable
|
—
|
|
|
1,362
|
|
|
9
|
|
|
4,606
|
|
|
—
|
|
|
5,977
|
|
||||||
Intercompany payable
|
508,363
|
|
|
—
|
|
|
858,018
|
|
|
243,989
|
|
|
(1,610,370
|
)
|
|
—
|
|
||||||
Total current liabilities
|
509,224
|
|
|
211,551
|
|
|
878,298
|
|
|
343,510
|
|
|
(1,610,370
|
)
|
|
332,213
|
|
||||||
Long-term debt
|
—
|
|
|
3,002,743
|
|
|
—
|
|
|
52,869
|
|
|
—
|
|
|
3,055,612
|
|
||||||
Long-term payable to related party
|
—
|
|
|
26,638
|
|
|
—
|
|
|
5,442
|
|
|
—
|
|
|
32,080
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,143
|
|
|
36
|
|
|
24,810
|
|
|
(1,179
|
)
|
|
24,810
|
|
||||||
Other long-term liabilities
|
—
|
|
|
37,209
|
|
|
9,294
|
|
|
24,463
|
|
|
—
|
|
|
70,966
|
|
||||||
Total partners’ equity
|
1,698,638
|
|
|
762,599
|
|
|
915,075
|
|
|
2,434,260
|
|
|
(4,200,728
|
)
|
|
1,609,844
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
2,207,862
|
|
|
$
|
4,041,883
|
|
|
$
|
1,802,703
|
|
|
$
|
2,885,354
|
|
|
$
|
(5,812,277
|
)
|
|
$
|
5,125,525
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
511,650
|
|
|
$
|
224,966
|
|
|
$
|
1,021,804
|
|
|
$
|
(1,738
|
)
|
|
$
|
1,756,682
|
|
Costs and expenses
|
1,806
|
|
|
302,099
|
|
|
150,384
|
|
|
945,022
|
|
|
(1,738
|
)
|
|
1,397,573
|
|
||||||
Operating (loss) income
|
(1,806
|
)
|
|
209,551
|
|
|
74,582
|
|
|
76,782
|
|
|
—
|
|
|
359,109
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
151,794
|
|
|
(13,769
|
)
|
|
82,202
|
|
|
156,036
|
|
|
(376,263
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(139,827
|
)
|
|
(744
|
)
|
|
2,221
|
|
|
—
|
|
|
(138,350
|
)
|
||||||
Other income (expense), net
|
18
|
|
|
(58,264
|
)
|
|
(26
|
)
|
|
(511
|
)
|
|
—
|
|
|
(58,783
|
)
|
||||||
Income (loss) before income tax
expense (benefit)
|
150,006
|
|
|
(2,309
|
)
|
|
156,014
|
|
|
234,528
|
|
|
(376,263
|
)
|
|
161,976
|
|
||||||
Income tax expense (benefit)
|
3
|
|
|
1,607
|
|
|
(23
|
)
|
|
10,386
|
|
|
—
|
|
|
11,973
|
|
||||||
Net income (loss)
|
$
|
150,003
|
|
|
$
|
(3,916
|
)
|
|
$
|
156,037
|
|
|
$
|
224,142
|
|
|
$
|
(376,263
|
)
|
|
$
|
150,003
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
547,959
|
|
|
$
|
215,469
|
|
|
$
|
1,322,675
|
|
|
$
|
(2,063
|
)
|
|
$
|
2,084,040
|
|
Costs and expenses
|
1,717
|
|
|
293,708
|
|
|
140,081
|
|
|
1,259,935
|
|
|
(2,105
|
)
|
|
1,693,336
|
|
||||||
Operating (loss) income
|
(1,717
|
)
|
|
254,251
|
|
|
75,388
|
|
|
62,740
|
|
|
42
|
|
|
390,704
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
308,437
|
|
|
(7,257
|
)
|
|
120,768
|
|
|
197,760
|
|
|
(619,708
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(137,847
|
)
|
|
1,611
|
|
|
4,368
|
|
|
—
|
|
|
(131,868
|
)
|
||||||
Other income, net
|
—
|
|
|
1,179
|
|
|
5
|
|
|
60,638
|
|
|
—
|
|
|
61,822
|
|
||||||
Income from continuing
operations before income
tax (benefit) expense
|
306,720
|
|
|
110,326
|
|
|
197,772
|
|
|
325,506
|
|
|
(619,666
|
)
|
|
320,658
|
|
||||||
Income tax (benefit) expense
|
—
|
|
|
(392
|
)
|
|
23
|
|
|
15,081
|
|
|
—
|
|
|
14,712
|
|
||||||
Income from continuing
operations
|
306,720
|
|
|
110,718
|
|
|
197,749
|
|
|
310,425
|
|
|
(619,666
|
)
|
|
305,946
|
|
||||||
Income from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|
—
|
|
|
774
|
|
||||||
Net income
|
$
|
306,720
|
|
|
$
|
110,718
|
|
|
$
|
197,749
|
|
|
$
|
311,199
|
|
|
$
|
(619,666
|
)
|
|
$
|
306,720
|
|
|
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
|
||||||||||||
Net income (loss)
|
$
|
150,003
|
|
|
$
|
(3,916
|
)
|
|
$
|
156,037
|
|
|
$
|
224,142
|
|
|
$
|
(376,263
|
)
|
|
$
|
150,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,243
|
)
|
|
—
|
|
|
(8,243
|
)
|
||||||
Net loss on pension and other postretirement benefit adjustments, net of tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,850
|
)
|
|
—
|
|
|
(2,850
|
)
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
5,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,710
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
5,710
|
|
|
—
|
|
|
(11,093
|
)
|
|
—
|
|
|
(5,383
|
)
|
||||||
Comprehensive income
|
$
|
150,003
|
|
|
$
|
1,794
|
|
|
$
|
156,037
|
|
|
$
|
213,049
|
|
|
$
|
(376,263
|
)
|
|
$
|
144,620
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income
|
$
|
306,720
|
|
|
$
|
110,718
|
|
|
$
|
197,749
|
|
|
$
|
311,199
|
|
|
$
|
(619,666
|
)
|
|
$
|
306,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,987
|
)
|
|
—
|
|
|
(31,987
|
)
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
11,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,105
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
11,105
|
|
|
—
|
|
|
(31,987
|
)
|
|
—
|
|
|
(20,882
|
)
|
||||||
Comprehensive income
|
$
|
306,720
|
|
|
$
|
121,823
|
|
|
$
|
197,749
|
|
|
$
|
279,212
|
|
|
$
|
(619,666
|
)
|
|
$
|
285,838
|
|
|
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 gain 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 cash provided by operating
activities
|
$
|
391,773
|
|
|
$
|
167,900
|
|
|
$
|
211,816
|
|
|
$
|
359,283
|
|
|
$
|
(694,011
|
)
|
|
$
|
436,761
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(64,334
|
)
|
|
(52,637
|
)
|
|
(87,387
|
)
|
|
—
|
|
|
(204,358
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(10,076
|
)
|
|
(285
|
)
|
|
(702
|
)
|
|
—
|
|
|
(11,063
|
)
|
||||||
Acquisitions
|
—
|
|
|
(95,657
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,657
|
)
|
||||||
Investment in subsidiaries
|
—
|
|
|
—
|
|
|
(212,900
|
)
|
|
—
|
|
|
212,900
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(170,067
|
)
|
|
(265,822
|
)
|
|
(88,089
|
)
|
|
212,900
|
|
|
(311,078
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,365,529
|
|
|
—
|
|
|
41,200
|
|
|
—
|
|
|
1,406,729
|
|
||||||
Debt repayments
|
—
|
|
|
(1,419,852
|
)
|
|
—
|
|
|
(36,300
|
)
|
|
—
|
|
|
(1,456,152
|
)
|
||||||
Issuance of units, net of
issuance costs
|
246,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,110
|
|
||||||
General partner contribution
|
680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
||||||
Distributions to common unitholders
and general partner
|
(392,962
|
)
|
|
(196,481
|
)
|
|
(196,481
|
)
|
|
(196,501
|
)
|
|
589,463
|
|
|
(392,962
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
108,352
|
|
|
(108,352
|
)
|
|
—
|
|
||||||
Net intercompany activity
|
(241,131
|
)
|
|
255,326
|
|
|
250,487
|
|
|
(264,682
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(4,485
|
)
|
|
(2,354
|
)
|
|
—
|
|
|
(8,890
|
)
|
|
—
|
|
|
(15,729
|
)
|
||||||
Net cash (used in) provided by
financing activities
|
(391,788
|
)
|
|
2,168
|
|
|
54,006
|
|
|
(356,821
|
)
|
|
481,111
|
|
|
(211,324
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
2,721
|
|
|
—
|
|
|
2,721
|
|
||||||
Net (decrease) increase in cash and
cash equivalents
|
(15
|
)
|
|
1
|
|
|
—
|
|
|
(82,906
|
)
|
|
—
|
|
|
(82,920
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
885
|
|
|
4
|
|
|
—
|
|
|
117,973
|
|
|
—
|
|
|
118,862
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
870
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
$
|
35,942
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
389,967
|
|
|
$
|
237,780
|
|
|
$
|
119,928
|
|
|
$
|
365,588
|
|
|
$
|
(588,326
|
)
|
|
$
|
524,937
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(201,388
|
)
|
|
(39,533
|
)
|
|
(83,887
|
)
|
|
—
|
|
|
(324,808
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(4,950
|
)
|
|
33
|
|
|
1,761
|
|
|
—
|
|
|
(3,156
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
(142,500
|
)
|
|
—
|
|
|
(142,500
|
)
|
||||||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,564
|
)
|
|
—
|
|
|
(3,564
|
)
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
10,320
|
|
|
22
|
|
|
6,790
|
|
|
—
|
|
|
17,132
|
|
||||||
Proceeds from insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
4,867
|
|
|
—
|
|
|
4,867
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(196,018
|
)
|
|
(39,478
|
)
|
|
(216,533
|
)
|
|
—
|
|
|
(452,029
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,589,131
|
|
|
—
|
|
|
94,500
|
|
|
—
|
|
|
1,683,631
|
|
||||||
Debt repayments
|
—
|
|
|
(1,275,910
|
)
|
|
—
|
|
|
(41,000
|
)
|
|
—
|
|
|
(1,316,910
|
)
|
||||||
Distributions to common unitholders
and general partner
|
(392,204
|
)
|
|
(196,102
|
)
|
|
(196,102
|
)
|
|
(196,122
|
)
|
|
588,326
|
|
|
(392,204
|
)
|
||||||
Net intercompany activity
|
2,199
|
|
|
(155,278
|
)
|
|
115,652
|
|
|
37,427
|
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
(3,605
|
)
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(3,746
|
)
|
||||||
Net cash used in financing activities
|
(390,005
|
)
|
|
(41,764
|
)
|
|
(80,450
|
)
|
|
(105,336
|
)
|
|
588,326
|
|
|
(29,229
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,729
|
)
|
|
—
|
|
|
(12,729
|
)
|
||||||
Net (decrease) increase in cash and
cash equivalents
|
(38
|
)
|
|
(2
|
)
|
|
—
|
|
|
30,990
|
|
|
—
|
|
|
30,950
|
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
923
|
|
|
6
|
|
|
—
|
|
|
86,983
|
|
|
—
|
|
|
87,912
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
885
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
117,973
|
|
|
$
|
—
|
|
|
$
|
118,862
|
|
|
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
Axeon
|
—
|
|
|
(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 common 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 activity
|
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
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
405,703
|
|
|
$
|
437,804
|
|
|
$
|
441,418
|
|
|
$
|
471,757
|
|
|
$
|
1,756,682
|
|
Operating income
|
$
|
94,565
|
|
|
$
|
91,217
|
|
|
$
|
87,954
|
|
|
$
|
85,373
|
|
|
$
|
359,109
|
|
Net income (loss)
|
$
|
57,401
|
|
|
$
|
52,517
|
|
|
$
|
51,141
|
|
|
$
|
(11,056
|
)
|
|
$
|
150,003
|
|
Basic and diluted net income (loss) per common unit
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.49
|
|
|
$
|
(0.31
|
)
|
|
$
|
1.27
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
554,944
|
|
|
$
|
570,611
|
|
|
$
|
493,566
|
|
|
$
|
464,919
|
|
|
$
|
2,084,040
|
|
Operating income
|
$
|
99,281
|
|
|
$
|
92,405
|
|
|
$
|
100,994
|
|
|
$
|
98,024
|
|
|
$
|
390,704
|
|
Income from continuing operations
|
$
|
127,125
|
|
|
$
|
54,325
|
|
|
$
|
65,016
|
|
|
$
|
59,480
|
|
|
$
|
305,946
|
|
Income from discontinued
operations, net of tax
|
774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|||||
Net income
|
$
|
127,899
|
|
|
$
|
54,325
|
|
|
$
|
65,016
|
|
|
$
|
59,480
|
|
|
$
|
306,720
|
|
Basic and diluted net income per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.46
|
|
|
$
|
0.54
|
|
|
$
|
0.68
|
|
|
$
|
0.61
|
|
|
$
|
3.29
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Total
|
$
|
1.47
|
|
|
$
|
0.54
|
|
|
$
|
0.68
|
|
|
$
|
0.61
|
|
|
$
|
3.30
|
|
Cash distributions per unit applicable to common 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 Control 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
|
|
80
|
|
Chairman of the Board
|
Bradley C. Barron
|
|
51
|
|
President, Chief Executive Officer and Director
|
J. Dan Bates
|
|
72
|
|
Director
|
Dan J. Hill
|
|
76
|
|
Director
|
Robert J. Munch
|
|
65
|
|
Director
|
W. Grady Rosier
|
|
68
|
|
Director
|
Mary Rose Brown
|
|
60
|
|
Executive Vice President and Chief Administrative Officer
|
Thomas R. Shoaf
|
|
58
|
|
Executive Vice President and Chief Financial Officer
|
Jorge A. del Alamo
|
|
47
|
|
Senior Vice President and Controller
|
Amy L. Perry
|
|
48
|
|
Senior Vice President, General Counsel-Corporate & Commercial Law and Corporate Secretary
|
Karen M. Thompson
|
|
49
|
|
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 growth for our unitholders.
|
•
|
Bradley C. Barron, President and Chief Executive Officer (CEO);
|
•
|
Thomas R. Shoaf, Executive Vice President and Chief Financial Officer;
|
•
|
Mary Rose Brown, Executive Vice President and Chief Administrative Officer;
|
•
|
Amy L. Perry, Senior Vice President, General Counsel-Corporate and Commercial Law & Corporate Secretary; and
|
•
|
Karen M. Thompson, Senior Vice President & General Counsel-Litigation, Regulatory and Environmental.
|
•
|
establishes and approves target compensation levels for each NEO;
|
•
|
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 our NEOs.
|
•
|
the competitive market for talent;
|
•
|
compensation paid at peer companies;
|
•
|
industry-wide trends;
|
•
|
NuStar Energy’s performance;
|
•
|
the particular NEO’s role, responsibilities, experience and performance; and
|
•
|
retention.
|
Company
(1)
|
Ticker
|
1. Arc Logistics Partners LP
|
ARCX
|
2. Boardwalk Pipeline Partners, LP
|
BWP
|
3. Buckeye Partners, L.P.
|
BPL
|
4. Enable Midstream Partners, LP
|
ENBL
|
5. Enbridge Energy Partners, L.P.
|
EEP
|
6. Energy Transfer Partners, L.P.
(2)
|
ETP
|
7. EnLink Midstream Partners, LP
|
ENLK
|
8. Enterprise Products Partners L.P.
|
EPD
|
9. Genesis Energy, L.P.
|
GEL
|
10. Holly Energy Partners, L.P.
|
HEP
|
11. Magellan Midstream Partners, L.P.
|
MMP
|
12. MPLX LP
|
MPLX
|
13. Phillips 66 Partners LP
|
PSXP
|
14. Plains All American Pipeline, L.P.
|
PAA
|
15. Sunoco Logistics Partners L.P.
(2)
|
SXL
|
16. Tesoro Logistics LP
|
TLLP
|
17. Valero Energy Partners LP
|
VLP
|
18. Western Refining Logistics, LP
|
WNRL
|
Event
|
Timing
|
- Establish financial performance objectives for the current year’s annual incentive bonus
- Evaluate achievement of the bonus metric for the prior year
- Review and certify prior year financial performance for performance units
- Grant performance units for the current year
|
First quarter
|
- Review NEO base salaries and targets for annual incentive bonus and long-term incentive grants for the current year
|
Third quarter
|
- Grant restricted units to employees, including the NEOs
- Grant restricted units to non-employee directors pursuant to the director compensation program
- Set meeting dates for action by the Compensation Committee for the upcoming year
|
Fourth quarter
|
|
Element
|
Form
|
Purpose
|
Fixed
|
Base Salary
|
Cash
|
- Foundation of the executive compensation program
- Provides a fixed level of competitive pay
- Reflects the individual’s primary duties and responsibilities
- Foundation for incentive opportunities and benefit levels
|
At-Risk
|
Annual Incentive Bonus
|
Cash
|
- Focus NEOs on improving distributable cash flow
|
At-Risk
|
Long-Term Equity-Based Incentives:
|
Units
|
- Directly tie NEO financial reward opportunities with the rewards to unitholders, as measured by long-term unit price performance and payment of distributions
|
- Restricted Units
|
- Time-vesting award focused on retention and increasing ownership levels
|
||
- Performance Units
|
- Performance-vesting award focused on attainment of objective performance measure
|
Name
|
Annualized Base Salary at
December 31, 2016 ($)
|
July 1, 2016 Increase to Prior Annualized Salary ($)
|
||||||
Barron
|
575,000
|
|
|
|
35,000
|
|
|
|
Shoaf
|
349,700
|
|
|
|
10,200
|
|
|
|
Brown
|
376,700
|
|
|
|
11,000
|
|
|
|
Perry
|
275,800
|
|
|
|
8,000
|
|
|
|
Thompson
|
275,800
|
|
|
|
8,000
|
|
|
|
•
|
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’s performance.
|
Name
|
Annual Incentive Bonus Target
(% of base salary paid)
|
Barron
|
100
|
Shoaf
|
60
|
Brown
|
60
|
Perry
|
55
|
Thompson
|
55
|
•
|
permits common units available for issuance under the 2000 LTIP to be newly issued in addition to outstanding common units acquired from an affiliate;
|
•
|
has been updated to delete certain obsolete provisions;
|
•
|
has been updated to reflect certain technical changes in tax laws and in accounting; and
|
•
|
will not terminate until ten years after the new effective date.
|
Name
|
Long-Term Incentive Target
(% of base salary)
|
Barron
|
200
|
Shoaf
|
150
|
Brown
|
150
|
Perry
|
100
|
Thompson
|
100
|
•
|
35% performance units; and
|
•
|
65% restricted units.
|
Name
|
Restricted Units Granted in 2016
|
|
NuStar Energy
|
NuStar GP Holdings
|
|
Barron
|
11,000
|
9,000
|
Shoaf
|
4,920
|
4,040
|
Brown
|
5,300
|
4,350
|
Perry
|
2,585
|
2,125
|
Thompson
|
2,585
|
2,125
|
Annual Performance Target
|
2014 Target=
DCR 1.00 : 1
|
2015 Target=
DCR 1.01 : 1
|
2016 Target=
DCR 1.03 : 1
|
2014 Award Tranche Eligible to Vest
|
1st
|
2nd
|
3rd
|
2015 Award Tranche Eligible to Vest
|
N/A
|
1st
|
2nd
|
2016 Award Tranche Eligible to Vest
|
N/A
|
N/A
|
1st
|
Performance Achieved for One-Year Performance Period
|
1.00 : 1
|
1.11 : 1
|
1.07 : 1
|
Percent of Eligible Units Vested for One-Year Performance Period
|
100%
|
200%
|
150%
|
•
|
2014 Performance Period.
In July 2014, the Compensation Committee determined that the target performance measure for the 2014 performance unit awards would be NuStar Energy achieving a DCR of 1.00:1 for 2014 and that the target measure for performance unit vesting with respect to 2015 and each year thereafter would be the DCR determined by the Compensation Committee in the first quarter of the year, based on the approved budget for that year. On January 29, 2015, the Compensation Committee determined that NuStar Energy achieved a DCR of 1.00:1 for 2014 and, in accordance with the award terms, the tranche of performance units available to vest for the 2014 awards vested at 100%.
|
•
|
2015 Performance Period.
The target measure established by the Compensation Committee on January 29, 2015 for performance unit vesting with respect to 2015 performance was NuStar Energy achieving a DCR of 1.01:1, with all units eligible for vesting as follows based on the DCR for 2015:
|
Level
|
DCR
|
% Performance Units Earned
|
Below Threshold
|
Below 1.00 : 1
|
0%
|
Threshold
|
1.00 : 1
|
90%
|
Target
|
1.01 : 1
|
100%
|
Exceeds Target
|
1.05 : 1
|
150%
|
Maximum
|
1.10 : 1
|
200%
|
•
|
2016 Performance Period.
On February 24, 2016, the Compensation Committee awarded the target number of performance units set forth below to our NEOs:
|
Level
|
DCR
|
% Performance Units Earned
|
Below Threshold
|
Below 1.00 : 1
|
0%
|
Threshold
|
1.00 : 1
|
90%
|
Target
|
1.03 : 1
|
100%
|
Exceeds Target
|
1.07 : 1
|
150%
|
Maximum
|
1.12 : 1
|
200%
|
•
|
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.
|
•
|
termination of employment by the employer other than for “cause” (as defined in the agreements), death or disability;
|
•
|
termination by the NEO for “good reason” (as defined in the agreements);
|
•
|
termination by the NEO other than for “good reason;” and
|
•
|
termination of employment because of death or disability.
|
•
|
reflect NuStar Services Company LLC, our wholly owned subsidiary (NuStar Services Co), as the employer;
|
•
|
create a new tier and corresponding severance multiple for Executive Vice Presidents (of which we had none when the previous agreements were adopted);
|
•
|
align each NEO with the applicable severance multiple to reflect each NEO’s promotions and associated changes in position since entering into the previous agreements;
|
•
|
add a requirement that the NEO execute a release of claims against NuStar Energy, NuStar Services Co and affiliated companies (as defined in the agreements) in order to be eligible to retain compensation and benefits provided under the agreements; and
|
•
|
reflect legal developments since the previous agreements.
|
Officer
|
Value of NuStar Energy Units and/or
NuStar GP Holdings Units Owned
|
|
CEO/President
|
4.0x base salary
|
|
EVP serving on CEO’s officer committee
|
3.0x base salary
|
|
SVP serving on CEO’s officer committee
|
2.0x base salary
|
|
VP serving on CEO’s officer committee
|
1.0x base salary
|
|
•
|
units owned directly;
|
•
|
units owned indirectly through possession of the right to sell, transfer and/or vote such units; and
|
•
|
unvested restricted or phantom units granted under our long-term incentive plan or NuStar GP Holdings’ long-term incentive plan.
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Unit
Awards
($)
(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
(2)
|
Change in Pension Value
and Nonqualified
Deferred Compensation
Earnings
($)
(3)
|
All Other
Compensation
($)
(4)
|
Total
($)
|
||||||||||||
Bradley C. Barron President and CEO
|
2016
|
557,500
|
|
|
1,039,456
|
|
|
700,000
|
|
|
184,931
|
|
|
35,698
|
|
|
2,517,585
|
|
|
2015
|
515,000
|
|
|
1,077,860
|
|
|
800,000
|
|
|
47,061
|
|
|
35,677
|
|
|
2,475,598
|
|
|
|
2014
|
460,000
|
|
|
1,086,708
|
|
|
683,100
|
|
|
147,448
|
|
|
29,815
|
|
|
2,407,071
|
|
|
|
Thomas R. Shoaf Executive Vice President and Chief Financial Officer
|
2016
|
344,600
|
|
|
479,970
|
|
|
260,000
|
|
|
124,479
|
|
|
22,924
|
|
|
1,231,973
|
|
|
2015
|
334,550
|
|
|
515,023
|
|
|
311,000
|
|
|
47,692
|
|
|
21,729
|
|
|
1,229,994
|
|
|
|
2014
|
324,800
|
|
|
564,231
|
|
|
321,552
|
|
|
142,990
|
|
|
21,703
|
|
|
1,375,276
|
|
|
|
Mary Rose Brown
Executive Vice President and Chief Administrative Officer
|
2016
|
371,200
|
|
|
516,952
|
|
|
280,000
|
|
|
142,437
|
|
|
24,520
|
|
|
1,335,109
|
|
|
2015
|
360,350
|
|
|
554,552
|
|
|
335,000
|
|
|
173,968
|
|
|
23,836
|
|
|
1,447,706
|
|
|
|
2014
|
349,785
|
|
|
607,456
|
|
|
346,287
|
|
|
136,213
|
|
|
23,202
|
|
|
1,462,943
|
|
|
|
Amy L. Perry
Senior Vice President, General Counsel-Corporate and Commercial Law & Corporate Secretary
|
2016
|
271,800
|
|
|
251,130
|
|
|
190,000
|
|
|
53,496
|
|
|
20,882
|
|
|
787,308
|
|
|
2015
|
263,900
|
|
|
270,770
|
|
|
225,000
|
|
|
18,483
|
|
|
17,074
|
|
|
795,227
|
|
|
|
2014
|
250,000
|
|
|
294,772
|
|
|
226,875
|
|
|
51,525
|
|
|
8,865
|
|
|
832,037
|
|
|
|
Karen M. Thompson
Senior Vice President and General Counsel-Litigation, Regulatory & Environmental
|
2016
|
271,800
|
|
|
251,130
|
|
|
190,000
|
|
|
63,605
|
|
|
20,329
|
|
|
796,864
|
|
|
2015
|
263,900
|
|
|
270,770
|
|
|
225,000
|
|
|
16,350
|
|
|
19,525
|
|
|
795,545
|
|
|
|
2014
|
250,000
|
|
|
302,421
|
|
|
226,875
|
|
|
68,726
|
|
|
16,466
|
|
|
864,488
|
|
|
(1)
|
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. Under a services agreement in effect prior to March 1, 2016, we reimbursed NuStar GP, LLC for 99% of the compensation expense associated with NuStar Energy awards. On March 1, 2016, NuStar GP, LLC transferred and assigned to NuStar Services Co, a wholly owned subsidiary of ours, employment of all of NuStar GP, LLC’s employees and we assumed all outstanding NuStar Energy awards. Our NEOs are employees of both NuStar Services Co and NuStar GP, LLC. NuStar GP Holdings retains the expense associated with the NuStar GP Holdings restricted unit awards.
|
Award
|
Tranche Considered “Granted” in 2016 With Respect to 2016 Performance Measure
|
2014 Performance Unit Award
|
3rd
|
2015 Performance Unit Award
|
2nd
|
2016 Performance Unit Award
|
1st
|
(2)
|
The amounts reported as “non-equity incentive plan compensation” reflect the annual incentive bonus amounts paid to our NEOs pursuant to the annual bonus plan. Bonus amounts are paid in February of each year with respect to performance during the immediately preceding year. Bonuses are determined taking into consideration NuStar Energy’s performance in the applicable year, the individual NEO’s targets and the NEO’s performance, as described above under “Compensation Discussion and Analysis-Elements of Executive Compensation-Annual Incentive Bonus.” For an explanation of the amount of salary and bonus in proportion to total compensation, see “Compensation Discussion and Analysis-Elements of Executive Compensation-Relative Size of Primary Elements of Compensation.”
|
(3)
|
The amounts reported reflect the amounts attributable to the aggregate change in the actuarial present value of each NEOs accumulated benefit under our defined benefit and actuarial pension plans, including supplemental plans (but excluding tax-qualified defined contribution plans and nonqualified defined contribution plans). None of the NEOs received any above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified during the periods presented.
|
Name
|
Company
Contribution
to Thrift
Plan ($)
|
Company
Contribution
to Excess
Thrift Plan ($)
|
Tax
Preparation ($)
|
Personal Liability Insurance ($)
|
Executive Health Exams ($)
(a)
|
TOTAL ($)
|
||||||||
Barron
|
15,900
|
|
|
17,550
|
|
|
850
|
|
|
1,398
|
|
—
|
35,698
|
|
Shoaf
|
15,900
|
|
|
4,776
|
|
|
850
|
|
|
1,398
|
|
—
|
22,924
|
|
Brown
|
14,970
|
|
|
7,302
|
|
|
850
|
|
|
1,398
|
|
—
|
24,520
|
|
Perry
|
15,900
|
|
|
408
|
|
|
850
|
|
|
1,398
|
|
2,326
|
20,882
|
|
Thompson
|
15,755
|
|
|
—
|
|
|
850
|
|
|
1,398
|
|
2,326
|
20,329
|
|
(a)
|
The amount reported is the difference between the value of the respective NEO’s health exams and the value of NuStar Energy’s all-employee wellness assessments.
|
Name
|
Grant Date
|
Date of
Approval by Compensation Committee of Equity-Based Awards
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards
|
Estimated Future Payouts Under Equity
Incentive Plan Awards
|
All Other
Unit
Awards:
Number of
Units (#)
|
Grant Date
Fair Value of
Unit
Awards ($)
|
||||||||||||||||
Threshold ($)
|
Target ($)
|
Maximum ($)
|
Threshold (#)
|
Target
(#)
|
Maximum (#)
|
|||||||||||||||||
Barron
|
N/A
|
(1)
|
N/A
|
501,750
|
|
557,500
|
|
1,115,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||
3/1/2016
|
(2)
|
2/24/2016
|
—
|
|
—
|
|
—
|
|
8,766
|
|
9,740
|
|
19,480
|
|
—
|
|
|
309,196
|
|
|||
11/16/2016
|
(3)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,000
|
|
|
503,910
|
|
|||
11/16/2016
|
(4)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,000
|
|
|
226,350
|
|
|||
Shoaf
|
N/A
|
(1)
|
N/A
|
186,084
|
|
206,760
|
|
413,520
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||
3/1/2016
|
(2)
|
2/24/2016
|
—
|
|
—
|
|
—
|
|
4,337
|
|
4,819
|
|
9,638
|
|
—
|
|
152,979
|
|
||||
11/16/2016
|
(3)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,920
|
|
225,385
|
|
||||
11/16/2016
|
(4)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,040
|
|
101,606
|
|
||||
Brown
|
N/A
|
(1)
|
N/A
|
200,448
|
|
222,720
|
|
445,440
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||
3/1/2016
|
(2)
|
2/24/2016
|
—
|
|
—
|
|
—
|
|
4,671
|
|
5,190
|
|
10,380
|
|
—
|
|
164,757
|
|
||||
11/16/2016
|
(3)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,300
|
|
242,793
|
|
||||
11/16/2016
|
(4)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,350
|
|
109,403
|
|
||||
Perry
|
N/A
|
(1)
|
N/A
|
134,541
|
|
149,490
|
|
298,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||
3/1/2016
|
(2)
|
2/24/2016
|
—
|
|
—
|
|
—
|
|
2,247
|
|
2,497
|
|
4,994
|
|
—
|
|
|
79,267
|
|
|||
11/16/2016
|
(3)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,585
|
|
|
118,419
|
|
|||
11/16/2016
|
(4)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,125
|
|
|
53,444
|
|
|||
Thompson
|
N/A
|
(1)
|
N/A
|
134,541
|
|
149,490
|
|
298,980
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||
3/1/2016
|
(2)
|
2/24/2016
|
—
|
|
—
|
|
—
|
|
2,247
|
|
2,497
|
|
4,994
|
|
—
|
|
79,267
|
|
||||
11/16/2016
|
(3)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,585
|
|
118,419
|
|
||||
11/16/2016
|
(4)
|
10/26/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,125
|
|
53,444
|
|
(1)
|
The amounts reported represent the threshold, target and maximum amounts that would potentially be payable to the NEOs as annual incentive bonus awards under the annual bonus plan with respect to 2016 performance. The actual amounts paid with respect to 2016 performance are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Bonuses are determined taking into consideration NuStar Energy’s performance in the applicable year, the individual NEO’s targets and the NEO’s performance, as described above under “Compensation Discussion and Analysis-Elements of Executive Compensation-Annual Incentive Bonus.”
|
(2)
|
Performance units were awarded by the Compensation Committee on February 24, 2016 pursuant to the 2000 LTIP. On March 1, 2016, in connection with the employee transfer, we assumed all outstanding NuStar Energy awards, and performance unit awards are now equity-classified awards. The transfer qualified as a plan modification and we measured the fair value of outstanding awards based on our common unit price on the transfer date. Performance units vest in three annual increments (tranches), based upon our achievement of the performance measure set by the Compensation Committee during the one-year performance periods that end on December 31 of each year following the date of grant. Under applicable accounting standards, a tranche of performance units is not considered “granted” until the Compensation Committee has set the performance measure for that specific tranche of the award. Therefore, performance units are measured at the grant date fair value once the performance measure is established for a specific tranche (or, for 2016, the transfer date). In addition, since the performance units granted do not receive common unit distribution equivalents, the estimated fair value of these awards does not include the per unit distributions expected to be paid to unitholders during the vesting period.
|
Award
|
Tranche Considered “Granted” in 2016 With Respect to 2016 Performance Measure
|
2014 Performance Unit Award
|
3rd
|
2015 Performance Unit Award
|
2nd
|
2016 Performance Unit Award
|
1st
|
(3)
|
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 26, 2016, 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 in cash 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 with respect to NuStar Energy’s common units. See “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” and footnote (1) to the Summary Compensation Table above in this Item 11 for information regarding the assumptions made in valuation.
|
(4)
|
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 26, 2016, 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 the meeting and no earlier than the third business day following NuStar GP Holdings’ third quarter earnings release. The NuStar GP Holdings restricted units were awarded pursuant to the NuStar GP Holdings Long-Term Incentive Plan, as amended and restated as of April 1, 2007, and vest 1/5 annually over five years beginning on the first anniversary of the grant date. All grantees receiving NuStar GP Holdings restricted units are entitled to receive an amount in cash 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 NuStar GP Holdings Board for such quarter with respect to NuStar GP Holdings’ common units. See “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” and footnote (1) to the Summary Compensation Table above in this Item 11 for information regarding the assumptions made in valuation.
|
Name
|
Unit Awards
|
||||||||
Type of Award
|
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
|
NuStar Energy Performance Unit
(1)
|
—
|
|
—
|
|
21,220
|
|
1,056,756
|
|
NuStar Energy
Restricted Unit
(2)
|
25.883
|
|
1,288,973
|
|
—
|
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(3)
|
19,577
|
|
565,775
|
|
—
|
|
—
|
|
|
Shoaf
|
NuStar Energy Performance Unit
(4)
|
—
|
|
—
|
|
10,288
|
|
512,342
|
|
NuStar Energy
Restricted Unit
(5)
|
12,548
|
|
624,890
|
|
—
|
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(6)
|
9,485
|
|
274,117
|
|
—
|
|
—
|
|
|
Brown
|
NuStar Energy Performance Unit
(7)
|
—
|
|
—
|
|
11,080
|
|
551,784
|
|
NuStar Energy
Restricted Unit
(8)
|
14,281
|
|
711,194
|
|
—
|
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(9)
|
10,764
|
|
311,080
|
|
—
|
|
—
|
|
|
Perry
|
NuStar Energy Performance Unit
(10)
|
—
|
|
—
|
|
5,373
|
|
267,575
|
|
NuStar Energy
Restricted Unit
(11)
|
6,913
|
|
344,267
|
|
—
|
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(12)
|
4,334
|
|
125,253
|
|
—
|
|
—
|
|
|
Thompson
|
NuStar Energy Performance Unit
(13)
|
—
|
|
—
|
|
5,373
|
|
267,575
|
|
NuStar Energy
Restricted Unit
(14)
|
6,873
|
|
342,275
|
|
—
|
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(15)
|
4,334
|
|
125,253
|
|
—
|
|
—
|
|
(1)
|
Mr. Barron’s target number of NuStar Energy performance units consist of: 2,666 units awarded July 23, 2014; 5,333 units awarded January 29, 2015; and 13,221 units awarded February 24, 2016.
|
(2)
|
Mr. Barron’s restricted NuStar Energy units consist of: 690 restricted units granted December 19, 2012; 1,900 restricted units granted December 16, 2013; 4,293 restricted units granted December 19, 2014; 8,000 restricted units granted November 16, 2015; and 11,000 restricted units granted November 16, 2016. All of Mr. Barron’s NuStar Energy 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: 478 restricted units granted December 19, 2012; 1,376 restricted units granted December 16, 2013; 2,883 restricted units granted December 19, 2014; 5,840 restricted units granted November 16, 2015; and 9,000 restricted units granted November 16, 2016. All of Mr. Barron’s NuStar GP Holdings restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(4)
|
Mr. Shoaf’s target number of NuStar Energy performance units consist of: 1,428 units awarded July 23, 2014; 2,626 units awarded January 29, 2015; and 6,234 units awarded February 24, 2016. The performance units vest in accordance with the description in footnote (1) above.
|
(5)
|
Mr. Shoaf’s restricted NuStar Energy units consist of: 468 restricted units granted December 19, 2012; 1,274 restricted units granted December 16, 2013; 2,166 restricted units granted December 19, 2014; 3,720 restricted units granted November 16, 2015; and 4,920 restricted units granted November 16, 2016. All of Mr. Shoaf’s NuStar Energy restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(6)
|
Mr. Shoaf’s restricted NuStar GP Holdings units consist of: 324 restricted units granted December 19, 2012; 922 restricted units granted December 16, 2013; 1,455 restricted units granted December 19, 2014; 2,744 restricted units granted November 16, 2015 and 4,040 restricted units granted November 16, 2016. 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.
|
(7)
|
Ms. Brown’s target number of NuStar Energy performance units consist of: 1,538 units awarded July 23, 2014; 2,828 units awarded January 29, 2015; and 6,714 units awarded February 24, 2016. The performance units vest in accordance with the description in footnote (1) above.
|
(8)
|
Ms. Brown’s restricted NuStar Energy units consist of: 746 restricted units granted December 19, 2012; 1,900 restricted units granted December 16, 2013; 2,331 restricted units granted December 19, 2014; 4,004 restricted units granted November 16, 2015; and 5,300 restricted units granted November 16, 2016. All of Ms. Brown’s NuStar Energy restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(9)
|
Ms. Brown’s restricted NuStar GP Holdings units consist of: 516 restricted units granted December 19, 2012; 1,376 restricted units granted December 16, 2013; 1,566 restricted units granted December 19, 2014; 2,956 restricted units granted November 16, 2015; and 4,350 restricted units granted November 16, 2016. 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.
|
(10)
|
Ms. Perry’s target number of NuStar Energy performance units consist of: 714 units awarded July 23, 2014; 1,380 units awarded January 29, 2015; and 3,279 units awarded February 24, 2016. The performance units vest in accordance with the description in footnote (1) above.
|
(12)
|
Ms. Perry’s restricted NuStar GP Holdings units consist of: 765 restricted units granted December 19, 2014; 1,444 restricted units granted November 16, 2015; and 2,125 restricted units granted November 16, 2016. All of 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.
|
(13)
|
Ms. Thompson’s target number of NuStar Energy performance units consist of: 714 units awarded July 23, 2014; 1,380 units awarded January 29, 2015; and 3,279 units awarded February 24, 2016. The performance units vest in accordance with the description in footnote (1) above.
|
(14)
|
Ms. Thompson’s restricted NuStar Energy units consist of: 332 restricted units granted December 19, 2012; 860 restricted units granted December 16, 2013; 1,140 restricted units granted December 19, 2014; 1,956 restricted units granted November 16, 2015; and 2,585 restricted units granted November 16, 2016. All of Ms. Thompson’s NuStar Energy restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(15)
|
Ms. Thompson’s restricted NuStar GP Holdings units consist of: 765 restricted units granted December 19, 2014; 1,444 restricted units granted November 16, 2015; and 2,125 restricted units granted November 16, 2016. All of 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.
|
|
Unit Awards
|
||
Name
|
Number of Units
Acquired on Vesting (#)
|
Value Realized
on Vesting ($)
(1)
|
|
Barron
|
22,890
(2)
|
775,924
|
|
Shoaf
|
12,482
(3)
|
422,986
|
|
Brown
|
15,693
(4)
|
536,597
|
|
Perry
|
5,380
(5)
|
194,385
|
|
Thompson
|
5,340
(6)
|
192,468
|
|
(1)
|
The value realized on vesting of NuStar Energy restricted units and performance units was calculated by multiplying the closing price of NuStar Energy common 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 common 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:
|
(2)
|
Mr. Barron's restricted NuStar Energy units vested in 2016 as follows: 2,000 units on November 16, 2016; 1,578 units on December 16, 2016; and 2,121 units on December 19, 2016. Mr. Barron's restricted NuStar GP Holdings units vested in 2016 as follows: 1,460 units on November 16, 2016; 1,166 units on December 16, 2016; and 1,439 units on December 19, 2016. On January 28, 2016, 13,126 of Mr. Barron’s NuStar Energy performance units vested.
|
(3)
|
Mr. Shoaf’s restricted NuStar Energy units vested in 2016 as follows: 930 units on November 16, 2016; 946 units on December 16, 2016; and 1,190 units on December 19, 2016. Mr. Shoaf’s restricted NuStar GP Holdings units vested in 2016 as follows: 686 units on November 16, 2016; 697 units on December 16, 2016; and 809 units on December 19, 2016. On January 28, 2016, 7,224 of Mr. Shoaf’s NuStar Energy performance units vested.
|
(4)
|
Ms. Brown’s restricted NuStar Energy units vested in 2016 as follows: 1,001 units on November 16, 2016; 1,628 units on December 16, 2016; and 1,523 units on December 19, 2016. Ms. Brown’s restricted NuStar GP Holdings units vested in 2016 as follows: 739 units on November 16, 2016; 1,204 units on December 16, 2016; and 1,038 units on December 19, 2016. On January 28, 2016, 8,560 of Ms. Brown’s NuStar Energy performance units vested.
|
(5)
|
Ms. Perry’s restricted NuStar Energy units vested in 2016 as follows: 489 units on November 16, 2016; 715 units on December 16, 2016; and 752 units on December 19, 2016. Ms. Perry’s restricted NuStar GP Holdings units vested in 2016 as follows: 361 units on November 16, 2016; and 255 units on December 19, 2016. On January 28, 2016, 2,808 of Ms. Perry’s NuStar Energy performance units vested.
|
(6)
|
Ms. Thompson’s restricted NuStar Energy units vested in 2016 as follows: 489 units on November 16, 2016; 715 units on December 16, 2016; and 712 units on December 19, 2016. Ms. Thompson’s restricted NuStar GP Holdings units vested in 2016 as follows: 361 units on November 16, 2016; and 255 units on December 19, 2016. On January 28, 2016, 2,808 of Ms. Thompson’s NuStar Energy performance units vested.
|
Name
|
Plan Name
|
Number of Years
Credited Service
|
Present Value of
Accumulated
Benefit ($)
(1)
|
Payments During Last
Fiscal Year ($)
|
|||||
Barron
|
Pension Plan
|
(2)
|
|
291,658
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
466,272
|
|
|
—
|
|
|
|
Shoaf
|
Pension Plan
|
(2)
|
|
401,971
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
392,448
|
|
|
—
|
|
|
|
Brown
|
Pension Plan
|
(2)
|
|
406,018
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
501,446
|
|
|
—
|
|
|
|
Perry
|
Pension Plan
|
(2)
|
|
172,787
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
53,871
|
|
|
—
|
|
|
|
Thompson
|
Pension Plan
|
(2)
|
|
253,109
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
57,416
|
|
|
—
|
|
|
(1)
|
The present values stated in the table above were calculated using the same interest rates and mortality tables we use for our financial reporting. The present values as of December 31, 2016 were determined using plan-specific discount rates (4.33% for the Pension Plan and 3.70% for the Excess Pension Plan) and the plans’ earliest unreduced retirement age (age 62). The present values reflect post-retirement mortality rates based on the RP2006 generational mortality table projected using scale MP2016. No decrements were included for pre-retirement termination, mortality or disability. Where applicable, lump sums were determined based on a 3.83% 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 2009-2016.
|
(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
|
Pension Plan
|
7.5
|
|
|
16.0
|
|
Excess Pension Plan
|
13.0
|
|
|
16.0
|
|
|
Shoaf
|
Pension Plan
|
7.5
|
|
|
31.5
|
|
Excess Pension Plan
|
28.5
|
|
|
31.5
|
|
|
Brown
|
Pension Plan
|
6.7
|
|
|
19.3
|
|
Excess Pension Plan
|
6.7
|
|
|
19.3
|
|
|
Perry
|
Pension Plan
|
7.5
|
|
|
14.0
|
|
Excess Pension Plan
|
7.5
|
|
|
14.0
|
|
|
Thompson
|
Pension Plan
|
6.7
|
|
|
14.7
|
|
Excess Pension Plan
|
11.7
|
|
|
14.7
|
|
•
|
1.6% of the employee’s average monthly compensation multiplied by the employee’s years of credited service for service through December 31, 2013 for the FAP benefit
plus
|
•
|
the employee’s CBF account balance.
|
•
|
1.6% of the employee’s average monthly compensation multiplied by the employee’s years of credited service for service through December 31, 2013,
plus
|
•
|
the employee’s CBF benefits without regard to the limitations imposed by the Code,
less
|
•
|
the employee’s Pension Plan benefit.
|
Name
|
Executive
Contributions
in 2016 ($)
(1)
|
Registrant
Contributions in
2016 ($)
(2)
|
Aggregate
Earnings in
2016 ($)
(3)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at
December 31,
2016 ($)
(4)
|
||||||||||
Barron
|
—
|
|
|
17,550
|
|
|
19,367
|
|
|
—
|
|
|
84,430
|
|
|
Shoaf
|
—
|
|
|
4,776
|
|
|
2,850
|
|
|
—
|
|
|
14,017
|
|
|
Brown
|
—
|
|
|
7,302
|
|
|
17,650
|
|
|
—
|
|
|
69,744
|
|
|
Perry
|
—
|
|
|
408
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|
Thompson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
The NEOs made no contributions during 2016.
|
(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 2016 in the Summary Compensation Table.
|
(3)
|
Amounts include the earnings and losses, if any, of each NEO’s respective account in our Excess Thrift Plan.
|
(4)
|
Amounts include the aggregate balance at year end, if any, of each NEO’s respective account in our Excess Thrift Plan and include registrant contributions that were previously reported as compensation to each of the NEOs in the “All Other Compensation” column in the Summary Compensation Table for 2016 and previous years.
|
•
|
reflect NuStar Services Co, our wholly owned subsidiary, as the employer;
|
•
|
create a new tier and corresponding severance multiple for Executive Vice Presidents (of which we had none when the previous agreements were adopted);
|
•
|
align each NEO with the applicable severance multiple to reflect each NEO’s promotions and associated changes in position since entering into the previous agreements;
|
•
|
add a requirement that the NEO execute a release of claims against NuStar Energy, NuStar Services Co and affiliated companies (as defined in the agreements) in order to be eligible to retain compensation and benefits provided under the agreements; and
|
•
|
reflect legal developments since the previous agreements.
|
•
|
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 affiliated companies;
|
•
|
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;
|
•
|
the sale of all or substantially all of the assets of NuStar GP Holdings to anyone other than its affiliated companies;
|
•
|
the sale of all or substantially all of the assets of NuStar Energy to anyone other than its affiliated companies; or
|
•
|
a 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 agreements.
|
•
|
a diminution in the NEO’s position, authority, duties or responsibilities;
|
•
|
failure of the successor of NuStar Energy or NuStar Services Co to assume and perform under the agreement; and
|
•
|
relocation of the NEO or increased travel requirements.
|
(1)
|
Per SEC regulations, for purposes of this analysis we assumed each NEO’s compensation at the time of each triggering event to be as stated below. The listed salary is the NEO’s actual annualized rate of pay as of December 31, 2016. The listed bonus amount represents the highest bonus earned by the executive with respect to any of the fiscal years 2014, 2015 and 2016 (the three years prior to the date of the assumed change of control):
|
Name
|
Annual Salary ($)
|
Bonus ($)
|
||||||
Barron
|
575,000
|
|
|
800,000
|
|
|
||
Shoaf
|
349,700
|
|
|
321,552
|
|
|
||
Brown
|
376,700
|
|
|
346,287
|
|
|
||
Perry
|
275,800
|
|
|
226,875
|
|
|
||
Thompson
|
275,800
|
|
|
226,875
|
|
|
(2)
|
The change of control severance agreements provide that if the employer terminates the NEO’s employment (other than for “cause,” death or “disability,” as defined in the agreements) or if the NEO terminates his or her employment for “good reason,” as defined in the agreements, the NEO is generally entitled to receive the following:
|
(i)
|
accrued and unpaid compensation through the date of termination, including a pro-rata annual bonus based on the highest bonus from the past three years;
|
(ii)
|
the NEO’s severance multiple multiplied by the sum of the NEO’s annual base salary plus the NEO’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 NEO would have received for an additional number of years of service equal to the NEO’s severance multiple over the actuarial present value of the NEO’s actual pension benefits; and
|
(iv)
|
the equivalent of employer contributions under the tax-qualified and supplemental defined contribution plans for the number of years equal to the NEO’s severance multiple;
|
(3)
|
If the NEO’s employment is terminated by reason of his or her 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 NEO in the prior three years (prorated to the date of termination). In addition, in the case of disability, the NEO would be entitled to any disability and related benefits at least as favorable as those provided by us under our plans and programs during the 120-days prior to the NEO’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 NEO voluntarily terminates his or her 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 NEO in the prior three years (prorated to the date of termination). 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 severance agreements provide for a three-year term of employment following a change of control. The agreements generally provide that the NEO will continue to receive a salary and bonus at least as favorable as the highest salary received during the past 12 months and the highest bonus received during the past three years and will continue to receive benefits on terms at least as favorable as in effect prior to the change of control. Accordingly, no additional amounts are shown for salary, pension and excess pension benefits, contributions under defined contribution plans and health and welfare plan benefits because those amounts would remain as in effect at the time of a change of control. The amount shown as bonus reflects each NEO’s highest bonus during the past three years. In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control, as described above.
|
(6)
|
The NEO is entitled to coverage under the welfare benefit plans (
e.g.
, health, dental, etc.) for a number of years following the date of termination equal to the NEO’s severance multiple.
|
(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) $49.80 (the closing price of NuStar Energy’s common units on the NYSE on December 30, 2016, the last trading day of 2016) or $28.90 (the closing price of NuStar GP Holdings’ common units on the NYSE on December 30, 2016, the last trading day of 2016).
|
(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) $49.80 (the closing price of NuStar Energy’s common units on the NYSE on December 30, 2016, the last trading day of 2016).
|
(9)
|
If any payment or benefit to Mr. Barron, Mr. Shoaf or Ms. Brown is determined to be subject to an excise tax under Section 4999 of the Code, the impacted NEO is entitled to receive an additional payment to adjust for the incremental tax cost of the payment or benefit. However, if it is determined that the NEO is entitled to receive an additional payment to adjust for the incremental tax cost but the value of all payments to the NEO does not exceed 100% of 2.99 times the NEO’s “base amount” (as defined by Section 280G(b)(3) of the Code) (the Safe Harbor Amount), the additional payment will not be made and the amount payable to the NEO will be reduced so that the aggregate value of all payments equals the Safe Harbor Amount.
|
Name
|
Fees Earned or Paid in Cash
($)
(1)
|
Unit Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
(3)
|
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(3)
|
All Other
Compensation
($)
|
TOTAL
($)
|
||||||||
William E. Greehey
|
134,500
|
|
|
99,957
|
|
|
N/A
|
|
N/A
|
—
|
|
234,457
|
|
|
Bradley C. Barron
|
(4)
|
|
|
(4
|
)
|
|
(4
|
)
|
(4)
|
(4
|
)
|
(4
|
)
|
|
J. Dan Bates
|
99,500
|
|
|
74,991
|
|
|
N/A
|
|
N/A
|
—
|
|
174,491
|
|
|
Dan J. Hill
|
114,500
|
|
|
74,991
|
|
|
N/A
|
|
N/A
|
—
|
|
189,491
|
|
|
Robert J. Munch
|
77,374
|
|
|
149,975
|
|
|
N/A
|
|
N/A
|
—
|
|
227,349
|
|
|
W. Grady Rosier
|
94,500
|
|
|
74,991
|
|
|
N/A
|
|
N/A
|
—
|
|
169,491
|
|
|
(1)
|
The amounts disclosed in this column exclude reimbursement for expenses for transportation to and from Board meetings and lodging while attending meetings.
|
(2)
|
The amounts reported for Messrs. Greehey, Bates, Hill and Rosier represent the grant date fair value for the November 16, 2016 grant of restricted NuStar Energy units to them as non-employee directors for the fiscal year ended December 31, 2016 (2,182 restricted units for Mr. Greehey, as Chairman, and 1,637 restricted units for each of Messrs. Bates, Hill and Rosier) based on the closing price of NuStar Energy’s common units on the NYSE on November 16, 2016 ($45.81). The amount reported for Mr. Munch represents the grant date fair value for his January 26, 2016 grant of 2,469 restricted NuStar Energy units upon joining the Board and his November 16, 2016 grant of 1,637 restricted NuStar Energy units as a non-employee director for the fiscal year ended December 31, 2016, based on the closing price of NuStar Energy’s common units on the NYSE on January 26, 2016 ($30.37) and November 16, 2016 ($45.81), respectively. Please see “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 for information regarding the assumptions made in the valuation.
|
(3)
|
Non-employee directors do not participate in these plans.
|
(4)
|
Mr. Barron was not compensated for his service as a director of NuStar GP, LLC. His compensation for his services as President and CEO are included above in the Summary Compensation Table.
|
Non-Employee Director Compensation Component
|
Amount
|
|
Annual Cash Retainer ($)
|
60,000
|
|
Annual Restricted Unit Grant ($ value of restricted units)
|
75,000
|
|
Per Meeting Fees (in-person attendance) ($)
|
1,500
|
|
Per Meeting Fees (telephonic attendance) ($)
|
500
|
|
Annual Audit and Compensation Committee Chair Additional Retainers ($)
|
15,000
|
|
Annual Nominating, Governance and Conflicts Committee Chair Additional Retainer ($)
|
10,000
|
|
Annual Chairman of the Board Retainer ($25,000 value in restricted units/$50,000 cash)
|
75,000
|
|
Annual Lead Director Additional Retainer ($)
|
15,000
|
|
|
|
(1)
|
The business address for all beneficial owners listed above is 19003 IH-10 West, San Antonio, Texas 78257.
|
(2)
|
As of February 20, 2017, 78,655,818 NuStar Energy common units and 42,951,749 NuStar GP Holdings common units were outstanding. Beneficial ownership is calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Accordingly, the amounts and percentages of beneficial ownership shown in the table above do not reflect any of the restricted units shown, which do not vest within 60 days.
|
(3)
|
This column reflects 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 common units upon vesting and, as such, may not be disposed of or voted until vested. The restricted units do not vest within 60 days after February 20, 2017 and, accordingly, are not included in the calculation of beneficial ownership pursuant to Rule 13d-3.
|
(4)
|
This column reflects phantom units (which we refer to as “restricted units” for purposes of this table) 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’ common units upon vesting and, as such, may not be disposed of or voted until vested. The restricted units do not vest within 60 days after February 20, 2017 and, accordingly, are not included in the calculation of beneficial ownership pursuant to Rule 13d-3.
|
(5)
|
The number of NuStar GP Holdings common units shown as beneficially owned by Mr. Greehey includes 385,889 common units owned indirectly by Mr. Greehey through a limited liability company.
|
(6)
|
The number of NuStar Energy common units shown as beneficially owned by Mr. Bates includes 24,962 common units owned indirectly by Mr. Bates through a trust. The number of NuStar GP Holdings common units shown as beneficially owned by Mr. Bates reflects 4,000 common units owned indirectly by Mr. Bates through a trust.
|
(7)
|
The number of NuStar Energy common units shown as beneficially owned by Mr. Hill includes 600 common units owned indirectly by Mr. Hill through his spouse. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, Mr. Hill disclaims beneficial ownership of 2,000 of the NuStar GP Holdings common units reflected as beneficially owned by him in the table above, which were purchased by a trust and may be deemed to be owned indirectly by Mr. Hill.
|
(8)
|
In addition to the NuStar Energy common units shown as beneficially owned by Mr. Munch, Mr. Munch beneficially owns 1,000 NuStar Energy 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, which is less than 1% of the class.
|
(9)
|
The number of NuStar Energy common units shown as beneficially owned by Mr. Rosier includes 19,000 common units owned indirectly by Mr. Rosier through a trust.
|
(10)
|
When Ms. Perry was divorced in September 2012, 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 and remained outstanding at the time of the divorce.
|
Name and Address of Beneficial Owner
|
|
Common Units Beneficially Owned
|
|
Percentage of Common Units Beneficially Owned
(1)
|
||
NuStar GP Holdings
(2)
|
|
10,214,626
|
|
|
12.99
|
%
|
OppenheimerFunds, Inc.
(3)
|
|
6,955,668
|
|
|
8.85
|
%
|
ALPS Advisors, Inc.
(4)
|
|
4,393,371
|
|
|
5.59
|
%
|
Harvest Fund Advisors LLC
(5)
|
|
4,219,205
|
|
|
5.37
|
%
|
Center Coast Capital Advisors, LP
(6)
|
|
4,194,921
|
|
|
5.34
|
%
|
(1)
|
As of December 31, 2016, there were 78,616,228 NuStar Energy common units issued and outstanding.
|
(2)
|
As of December 31, 2016, NuStar GP Holdings owns these NuStar Energy common units through its wholly owned subsidiaries, NuStar GP, LLC and Riverwalk Holdings, LLC. NuStar GP Holdings controls voting and investment power over the common units through these wholly owned subsidiaries. NuStar GP Holdings’ business address is 19003 IH-10 West, San Antonio, Texas 78257.
|
(3)
|
As reported on a Schedule 13G/A filed on January 31, 2017, OppenheimerFunds, Inc. (OFI) is an investment adviser that may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 6,955,668 common units. The 6,955,668 common units that OFI may be deemed to beneficially own include 5,340,776 common 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 5,340,776 common units. OFI disclaims beneficial ownership of the common units pursuant to Rule 13d-4 of the Securities Exchange Act of 1934. OFI’s business address is 225 Liberty Street, New York, New York 10281. OSP’s business address is 6803 S. Tucson Way, Centennial, Colorado 80112.
|
(4)
|
As reported on a Schedule 13G/A filed on January 26, 2017, 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, 4,393,371 common units. The 4,393,371 common units that AAI may be deemed to beneficially own include 4,375,221 common units that Alerian MLP ETF (Alerian), an investment company, may be deemed to beneficially own. Alerian has shared voting and dispositive power with respect to the 4,375,221 common units. AAI disclaims beneficial ownership of the common 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.
|
(5)
|
As reported on a Schedule 13G filed on February 10, 2017, Harvest Fund Advisors LLC (Harvest Fund) is an investment adviser that, as of February 10, 2017, may be deemed to beneficially own, and has sole voting and dispositive power with respect to, 4,219,205 common units. The business address of Harvest Fund is 100 W. Lancaster Avenue, Suite 200, Wayne, Pennsylvania 19087.
|
(6)
|
As reported on a Schedule 13G filed on January 9, 2017, Center Coast Capital Advisors, LP (Center Coast) is an investment adviser that, as of January 9, 2017, may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 4,194,921 common units. The business address of Center Coast is 1600 Smith Street, Suite 3800, Houston, Texas 77002.
|
Plan categories
|
|
Number of securities to
be issued upon exercise of outstanding unit options, warrants and rights (#)
|
|
Weighted-average
exercise price of outstanding unit options, warrants
and rights ($)
(1)
|
|
Number of securities
remaining for
future issuance
under equity
compensation plans (#)
|
|||
Equity Compensation Plans approved by security holders
(2)
|
|
791,204
|
|
|
—
|
|
|
990,018
|
|
Equity Compensation Plans not approved by security holders
(3)
|
|
1,893
|
|
|
—
|
|
|
—
|
|
(1)
|
No value is included in this column because there were no unit options outstanding as of December 31, 2016 and because restricted units and performance units do not have an exercise price.
|
(2)
|
The information in this row relates to the 2000 LTIP. See the “Compensation Discussion and Analysis” section of Item 11 above for further details regarding the 2000 LTIP.
|
(3)
|
The information in this row relates to the 2003 Employee Unit Incentive Plan, which terminated on June 16, 2013.
|
•
|
the 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
|
•
|
10,214,626 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 generally, 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
|
|
2016
|
|
2015
|
||||
Audit fees
(1)
|
|
$
|
2,633,321
|
|
|
$
|
2,770,868
|
|
Audit-related fees
(2)
|
|
—
|
|
|
3,243
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
2,633,321
|
|
|
$
|
2,774,111
|
|
(1)
|
Audit fees for 2016 and 2015 were for professional services rendered by KPMG in connection with the audits of our annual financial statements for the years ended December 31, 2016 and 2015, 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, 2016 and 2015, 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 2015 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.”
|
(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, 2016 and 2015
Consolidated Statements of Income for the Years Ended December 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
Consolidated Statements of Partners’ Equity for the Years Ended December 31, 2016, 2015 and 2014
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.
|
|
|
|
|
The following are filed or furnished, as applicable, as part of this Form 10-K:
|
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
|
|
|
Fourth Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P., dated as of November 25, 2016
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 25, 2016 (File No. 001-16417), Exhibit 3.1
|
|
|
|
|
|
|
3.04
|
|
|
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
|
|
|
|
|
|
|
3.05
|
|
|
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 quarter ended March 31, 2007 (File No. 001-16417), Exhibit 3.03
|
|
|
|
|
|
|
3.06
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of NuStar Logistics, L.P., dated and effective as of March 18, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 3.09
|
|
|
|
|
|
|
3.07
|
|
|
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
|
|
|
|
|
|
|
3.08
|
|
|
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 quarter ended June 30, 2001 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
3.09
|
|
|
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
|
|
|
|
|
|
|
3.10
|
|
|
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
|
|
|
|
|
|
3.11
|
|
|
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
|
|
|
|
|
|
|
3.12
|
|
|
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
|
|
|
|
|
|
|
3.13
|
|
|
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
|
|
|
|
|
|
|
3.14
|
|
|
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 quarter ended March 31, 2007 (File No. 001-16417), Exhibit 3.02
|
|
|
|
|
|
|
3.15
|
|
|
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
|
|
|
|
|
|
|
3.16
|
|
|
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
|
|
|
|
|
|
|
3.17
|
|
|
Second Amendment to First Amended and Restated Limited Liability Company Agreement of Valero GP, LLC, effective as of June 1, 2006
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 3.20
|
|
|
|
|
|
|
3.18
|
|
|
Third Amendment to First Amended and Restated Limited Liability Company Agreement of NuStar GP, LLC, dated as of July 29, 2016 and effective as of March 21, 2007
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 3.01
|
|
|
|
|
|
|
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
|
|
|
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 quarter ended June 30, 2005 (File No. 001-16417), Exhibit 4.02
|
|
|
|
|
|
|
4.03
|
|
|
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
|
|
|
|
|
|
|
4.04
|
|
|
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
|
|
|
|
|
|
|
4.05
|
|
|
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
|
|
|
|
|
|
4.06
|
|
|
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
|
|
|
|
|
|
|
4.07
|
|
|
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
|
|
|
|
|
|
|
4.08
|
|
|
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
|
|
|
|
|
|
|
4.09
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
10.02
|
|
|
First Amendment to Amended and Restated 5-Year Revolving Credit Agreement, dated as of March 19, 2015, 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 Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.03
|
|
|
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
|
|
|
|
|
|
|
10.04
|
|
|
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
|
|
|
|
|
|
|
10.05
|
|
|
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
|
|
|
|
|
|
|
10.06
|
|
|
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
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.10
|
|
|
|
|
|
10.07
|
|
|
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
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.11
|
|
|
|
|
|
|
10.08
|
|
|
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
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.12
|
|
|
|
|
|
|
10.09
|
|
|
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
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.13
|
|
|
|
|
|
|
10.10
|
|
|
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
|
|
|
|
|
|
|
10.11
|
|
|
Seventh Amendment to Letter of Credit Agreement, dated as of April 30, 2015, 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 Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
10.12
|
|
|
Eighth Amendment to Letter of Credit Agreement, dated as of May 6, 2016, 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 Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.13
|
|
|
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
|
|
|
|
|
|
|
10.14
|
|
|
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
|
|
|
|
|
|
|
10.15
|
|
|
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
|
|
|
|
|
|
|
10.16
|
|
|
Maturity Extension Letter (Amendment No. 2) to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of August 19, 2015 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 Quarterly Report on Form 10-Q for quarter ended September 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.17
|
|
|
Maturity Extension Letter (Amendment No. 3) to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of July 15, 2016 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 Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
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
|
|
|
Purchase and Sale Agreement, dated as of June 15, 2015, among NuStar Energy Services, Inc., NuStar Logistics, L.P., NuStar Pipeline Operating Partnership L.P. and NuStar Supply & Trading LLC, as Originators, NuStar Energy L.P., as Servicer, and NuStar Finance LLC, as Buyer
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
10.22
|
|
|
Receivables Financing Agreement, dated as of June 15, 2015, by and among NuStar Finance LLC, as Borrower, the persons from time to time party thereto as Lenders and Group Agents, PNC Bank, National Association, as Administrative Agent, and NuStar Energy L.P., as initial Servicer
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
10.23
|
|
|
Omnibus Amendment, dated as of January 15, 2016, which is the First Amendment to the Purchase and Sale Agreement referenced above and the First Amendment to the Receivables Financing Agreement referenced above among the respective parties thereto
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.26
|
|
|
|
|
|
|
+10.24
|
|
|
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 quarter ended June 30, 2007 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
+10.25
|
|
|
NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of January 28, 2016
|
|
NuStar Energy L.P.’s Proxy Statement on Schedule 14A filed December 17, 2015 (File No. 001-16417), Appendix A
|
|
|
|
|
|
|
+10.26
|
|
|
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
|
|
|
|
|
|
|
+10.27
|
|
|
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
|
|
|
|
|
|
|
+10.28
|
|
|
Form of Restricted Unit Award Agreement under the NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan
|
|
*
|
|
|
|
|
|
|
+10.29
|
|
|
Form of Performance Unit Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (substantially the same for 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
|
|
|
|
|
|
|
+10.30
|
|
|
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
|
|
|
|
|
|
+10.31
|
|
|
Form of Non-employee Director Restricted Unit Award Agreement under the NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan
|
|
*
|
|
|
|
|
|
|
+10.32
|
|
|
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
|
|
|
|
|
|
|
+10.33
|
|
|
Form of NuStar Energy L.P. Amended and Restated Change of Control Severance Agreement
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 4, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
+10.34
|
|
|
NuStar Excess Pension Plan, amended and restated effective as of January 1, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.45
|
|
|
|
|
|
|
+10.35
|
|
|
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
|
|
|
|
|
|
|
10.36
|
|
|
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
|
|
|
|
|
|
|
10.37
|
|
|
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
|
|
|
|
|
|
|
10.38
|
|
|
Amended and Restated Services Agreement dated March 1, 2016 between NuStar Energy L.P., NuStar GP Holdings, LLC, NuStar GP, LLC and NuStar Services Company LLC
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
10.39
|
|
|
Assignment and Assumption Agreement dated March 1, 2016 between NuStar GP, LLC and NuStar Services Company LLC
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
10.40
|
|
|
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
|
|
|
|
|
|
|
10.41
|
|
|
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
|
|
|
|
|
|
|
10.42
|
|
|
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
|
|
|
|
|
|
|
10.43
|
|
|
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
|
|
|
|
|
|
|
10.44
|
|
|
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
|
|
|
|
|
|
|
10.45
|
|
|
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
|
|
|
|
|
|
10.46
|
|
|
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
|
|
*
|
|
|
|
|
|
|
21.01
|
|
|
List of subsidiaries of NuStar Energy L.P.
|
|
*
|
|
|
|
|
|
|
23.01
|
|
|
Consent of KPMG LLP dated February 23, 2017 (NuStar Energy L.P.)
|
|
*
|
|
|
|
|
|
|
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
|
|
**
|
|
|
|
|
|
|
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 23, 2017
|
|
|
By:
|
/s/ Thomas R. Shoaf
|
|
Thomas R. Shoaf
|
|
Executive Vice President and Chief Financial Officer
|
|
February 23, 2017
|
|
|
By:
|
/s/ Jorge A. del Alamo
|
|
Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 23, 2017
|
Signature
|
Title
|
Date
|
|
|
|
/s/ William E. Greehey
|
Chairman of the Board
|
February 23, 2017
|
William E. Greehey
|
|
|
|
|
|
/s/ Bradley C. Barron
|
President, Chief Executive
|
February 23, 2017
|
Bradley C. Barron
|
Officer and Director
(Principal Executive Officer)
|
|
|
|
|
/s/ Thomas R. Shoaf
|
Executive Vice President
|
February 23, 2017
|
Thomas R. Shoaf
|
and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
/s/ Jorge A. del Alamo
|
Senior Vice President and Controller
|
February 23, 2017
|
Jorge A. del Alamo
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ J. Dan Bates
|
Director
|
February 23, 2017
|
J. Dan Bates
|
|
|
|
|
|
/s/ Dan J. Hill
|
Director
|
February 23, 2017
|
Dan J. Hill
|
|
|
|
|
|
/s/ Robert J. Munch
|
Director
|
February 23, 2017
|
Robert J. Munch
|
|
|
|
|
|
/s/ W. Grady Rosier
|
Director
|
February 23, 2017
|
W. Grady Rosier
|
|
|
1.
|
Grant of Restricted Units
. The Compensation Committee of the Board of Directors of the Company (the “
Committee
”) hereby grants to Participant the number of Restricted Units under the Plan communicated to the Participant by the Participant’s manager. A “
Restricted Unit
” is an unfunded, unsecured contractual right (commonly referred to as a “phantom unit”) which, upon vesting, entitles Participant to receive a Unit of NuStar Energy L.P.
|
2.
|
Vesting
.
The Restricted Units granted hereunder are subject to the following Restricted Periods and will vest in the following increments:
|
20% of the Award shall vest on the first anniversary of Grant Date;
|
20% of the Award shall vest on the second anniversary of Grant Date;
|
20% of the Award shall vest on the third anniversary of Grant Date;
|
20% of the Award shall vest on the fourth anniversary of Grant Date; and
|
20% of the Award shall vest on the fifth anniversary of Grant Date.
|
|
3.
|
Distribution Equivalent Rights
. Restricted Units are granted hereunder in tandem with an equal number of distribution equivalent rights (“
DERs
”). A DER is a right to receive an amount in cash from the Company or its designee equal to the distributions made by NuStar Energy L.P. with respect to a Unit during the period that begins on the Grant Date and ends upon vesting of the tandem Restricted Unit or its forfeiture pursuant to this Agreement or the Plan.
|
4.
|
Settlement
. The issuance of Units under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 60th day following the applicable date of vesting. Distributions with respect to DERs will be paid to Participant in cash as soon as reasonably practical following the date distributions are paid with respect to Units during the period such DERs are
|
5.
|
Acceleration Events
.
|
a.
|
If Participant becomes Disabled (as defined below) while employed by the Company or its Affiliates or Participant’s employment is terminated because of Participant’s death (such Disability or death, an “
Acceleration Event
”), then:
|
6.
|
Withholding
. The Company or one of its Affiliates will withhold any taxes due from Participant’s grant as the Company or an applicable Affiliate determines is required by law, which, in the sole discretion of the Committee, may include withholding a number of Restricted Units or the Units issuable thereunder otherwise payable to Participant.
|
7.
|
Acceptance and Acknowledgement
. Participant hereby accepts and agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and any subsequent amendment or amendments thereto, as if it had been set forth verbatim in this Award. Participant shall be deemed to have timely accepted this Agreement and the terms hereof if Participant has not explicitly rejected this Agreement in writing to the Company within sixty (60) days after the Grant Date. Participant hereby acknowledges receipt of a copy
|
8.
|
Plan and Appendix Incorporated by Reference
. The Plan and Appendix A are incorporated into this Agreement by this reference and are made a part hereof for all purposes; provided, however, that, in the event of a conflict between the Plan and this Agreement or between the Plan and Appendix A, the Plan shall control.
|
9.
|
Restrictions
. This Agreement and Participant’s interest in the Restricted Units and the DERs granted by this Agreement are of a personal nature and, except as expressly provided in this Agreement or the Plan, Participant’s rights with respect thereto may not be sold, mortgaged, pledged, assigned, alienated, transferred, conveyed or otherwise disposed of or encumbered in any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, alienation, transfer, conveyance, disposition or encumbrance shall be void, and the Company and its Affiliates shall not be bound thereby.
|
1.
|
No Guarantee of Tax Consequences
. None of the Board, the Company or any Affiliate of any of the foregoing makes any commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Participant (or to any person claiming through or on behalf of Participant) or assumes any liability or responsibility with respect to taxes and penalties and interest thereon arising hereunder with respect to Participant (or to any person claiming through or on behalf of Participant).
|
2.
|
Successors and Assigns
. The Company and NuStar Services Company LLC may assign any of their respective rights under this Agreement. This Agreement shall be binding and inure to the benefit of the successors and assigns of the Company and NuStar Services Company LLC. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Participant and Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Units and/or DERs may be transferred by will or the laws of descent or distribution.
|
3.
|
Governing Law
. The validity, construction and effect of this Agreement shall be determined by the laws of the State of Delaware without regard to conflict of laws principles.
|
4.
|
No Rights as Unitholder
. Neither Participant nor any person claiming by, through or under Participant with respect to the Restricted Units or DERs shall have any rights as a unitholder of NuStar Energy L.P. (including, without limitation, voting rights) unless and until the Restricted Units vest and are settled by the issuance of Units.
|
5.
|
Amendment
. The Committee has the right to amend, alter, suspend, discontinue or cancel this Agreement, the Restricted Units and/or DERs; provided, that no such amendment shall adversely affect Participant’s material rights under this Agreement without Participant’s consent.
|
6.
|
No Right to Continued Service
. Neither the Plan nor this Agreement shall confer upon Participant any right to be retained in any position, as an Employee or Director of the Company or any Affiliate thereof. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate thereof to terminate Participant’s service at any time, with or without Cause.
|
7.
|
Notices
. Any notice required to be delivered to the Company or NuStar Services Company LLC under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant’s address as then shown in the records of the Company.
|
8.
|
Interpretation
. Any dispute regarding the interpretation of this Agreement shall be submitted by such party to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the parties hereto.
|
9.
|
Severability
. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
|
1.
|
Grant of Restricted Units
. The Compensation Committee of the Board of Directors of the Company (the “
Committee
”) hereby grants to Participant [INSERT #] Restricted Units under the Plan. A “
Restricted Unit
” is an unfunded, unsecured contractual right (commonly referred to as a “phantom unit”) which, upon vesting, entitles Participant to receive a Unit of NuStar Energy L.P.
|
2.
|
Vesting
. The Restricted Units granted hereunder are subject to the following Restricted Periods and will vest in the following increments:
|
33-1/3% of the Award shall vest on the first anniversary of Grant Date;
|
33-1/3% of the Award shall vest on the second anniversary of Grant Date; and
|
33-1/3% of the Award shall vest on the third anniversary of Grant Date.
|
3.
|
Distribution Equivalent Rights
. Restricted Units are granted hereunder in tandem with an equal number of distribution equivalent rights (“
DERs
”). A DER is a right to receive an amount in cash from the Company or its designee equal to the distributions made by NuStar Energy L.P. with respect to a Unit during the period that begins on the Grant Date and ends upon vesting of the tandem Restricted Unit or its forfeiture pursuant to this Agreement or the Plan.
|
4.
|
Settlement
. The issuance of Units under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 60th day following the applicable date of vesting. Distributions with respect to DERs will be paid to Participant in cash as soon as reasonably practical following the date distributions are paid with respect to Units during the period such DERs are outstanding, but in all events no later than 60 days following the date related amounts are paid with respect to Units. Upon vesting or forfeiture of a Restricted Unit, the related DER shall automatically and immediately terminate for no consideration, except that unpaid distributions with respect to DERs relating to distributions paid on Units prior to the date of such settlement shall be paid no later than the 60th day following
|
5.
|
Termination of Service
. Except as otherwise provided in Section 6 or in the Plan, in the event Participant’s service with the Company or its Affiliates terminates prior to the vesting of all Restricted Units granted hereunder, all Restricted Units that are unvested (and all associated DERs) as of such date shall automatically and immediately be forfeited for no consideration, except that unpaid distributions with respect to DERs relating to distributions paid on Units prior to the date of such termination shall be paid no later than the 60th day following the date such pre-termination distributions are paid with respect to Units.
|
6.
|
Acceleration Events
.
|
a.
|
Notwithstanding the foregoing, if Participant becomes Disabled (as defined below) while providing services to the Company or its Affiliates or Participant’s service is terminated because of Participant’s death (such Disability or death, an “
Acceleration Event
”), then:
|
7.
|
Withholding
. The Company or one of its Affiliates will withhold any taxes due from Participant’s grant as the Company or an applicable Affiliate determines is required by law, which, in the sole discretion of the Committee, may include withholding a number of Restricted Units or the Units issuable thereunder otherwise payable to Participant.
|
8.
|
Acceptance and Acknowledgement
. Participant hereby accepts and agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and any subsequent amendment or amendments thereto, as if it had been set forth verbatim in this Award. Participant shall be deemed to have timely accepted this Agreement and the terms hereof if Participant has not explicitly rejected this Agreement in writing to the Company within sixty (60) days after the Grant Date. Participant hereby acknowledges receipt of a copy of the Plan, this Agreement and Appendix A. Participant has read and understands the terms and provisions thereof, and accepts the Restricted Units and DERs subject to all of the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon payment of DERs and/or the vesting or settlement of the Restricted Units or disposition of the underlying Units and that Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.
|
9.
|
Plan and Appendix Incorporated by Reference
. The Plan and Appendix A are incorporated into this Agreement by this reference and are made a part hereof for all purposes; provided, however, that, in the event of a conflict between the Plan and this Agreement or between the Plan and Appendix A, the Plan shall control.
|
10.
|
Restrictions
. This Agreement and Participant’s interest in the Restricted Units and the DERs granted by this Agreement are of a personal nature and, except as expressly provided in this Agreement or the Plan, Participant’s rights with respect thereto may not be sold, mortgaged, pledged, assigned, alienated, transferred, conveyed or otherwise disposed of or encumbered in any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, alienation, transfer, conveyance, disposition or encumbrance shall be void, and the Company and its Affiliates shall not be bound thereby.
|
1.
|
No Guarantee of Tax Consequences
. None of the Board, the Company or any Affiliate of any of the foregoing makes any commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Participant (or to any person claiming through or on behalf of Participant) or assumes any liability or responsibility with respect to taxes and penalties and interest thereon arising hereunder with respect to Participant (or to any person claiming through or on behalf of Participant).
|
2.
|
Successors and Assigns
. The Company and NuStar Services Company LLC may assign any of their respective rights under this Agreement. This Agreement shall be binding and inure to the benefit of the successors and assigns of the Company and NuStar Services Company LLC. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Participant and Participant’s beneficiaries, executors, administrators and the person(s) to whom the Restricted Units and/or DERs may be transferred by will or the laws of descent or distribution.
|
3.
|
Governing Law
. The validity, construction and effect of this Agreement shall be determined by the laws of the State of Delaware without regard to conflict of laws principles.
|
4.
|
No Rights as Unitholder
. Neither Participant nor any person claiming by, through or under Participant with respect to the Restricted Units or DERs shall have any rights as a unitholder of NuStar Energy L.P. (including, without limitation, voting rights) unless and until the Restricted Units vest and are settled by the issuance of Units.
|
5.
|
Amendment
. The Committee has the right to amend, alter, suspend, discontinue or cancel this Agreement, the Restricted Units and/or DERs; provided, that no such amendment shall adversely affect Participant’s material rights under this Agreement without Participant’s consent.
|
6.
|
No Right to Continued Service
. Neither the Plan nor this Agreement shall confer upon Participant any right to be retained in any position, as an Employee or Director of the Company or any Affiliate thereof. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate thereof to terminate Participant’s service at any time, with or without Cause.
|
7.
|
Notices
. Any notice required to be delivered to the Company or NuStar Services Company LLC under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant’s address as then shown in the records of the Company. Any party hereto may designate another address in writing (or by such other method approved by the Company) from time to time.
|
8.
|
Interpretation
. Any dispute regarding the interpretation of this Agreement shall be submitted by such party to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the parties hereto.
|
9.
|
Severability
. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing
operations before provision for
income taxes and income from
equity investees
|
$
|
161,976
|
|
|
$
|
320,658
|
|
|
$
|
220,174
|
|
|
$
|
(132,786
|
)
|
|
$
|
(132,173
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
156,010
|
|
|
150,661
|
|
|
153,236
|
|
|
149,090
|
|
|
122,286
|
|
|||||
Amortization of capitalized interest
|
1,722
|
|
|
1,573
|
|
|
1,385
|
|
|
1,216
|
|
|
1,012
|
|
|||||
Distributions from joint ventures
|
—
|
|
|
2,500
|
|
|
7,587
|
|
|
7,956
|
|
|
6,364
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(3,414
|
)
|
|
(5,549
|
)
|
|
(5,667
|
)
|
|
(4,501
|
)
|
|
(7,737
|
)
|
|||||
Preferred distributions
|
(1,925
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings
|
$
|
314,369
|
|
|
$
|
469,843
|
|
|
$
|
376,715
|
|
|
$
|
20,975
|
|
|
$
|
(10,248
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
$
|
138,350
|
|
|
$
|
131,868
|
|
|
$
|
132,281
|
|
|
$
|
127,119
|
|
|
$
|
90,535
|
|
Interest capitalized
|
3,414
|
|
|
5,549
|
|
|
5,667
|
|
|
4,501
|
|
|
7,737
|
|
|||||
Rental expense interest factor (a)
|
12,321
|
|
|
13,244
|
|
|
15,288
|
|
|
17,470
|
|
|
24,014
|
|
|||||
Preferred distributions
|
1,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges plus preferred
distributions
|
$
|
156,010
|
|
|
$
|
150,661
|
|
|
$
|
153,236
|
|
|
$
|
149,090
|
|
|
$
|
122,286
|
|
Ratio of earnings to fixed charges
|
2.0x
|
|
|
3.1x
|
|
|
2.5x
|
|
|
(b)
|
|
|
(c)
|
|
(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.
|
Netherlands
|
Cooperatie NuStar Holdings U.A.
|
Netherlands
|
LegacyStar Services, LLC
|
Delaware
|
NS Security Services, LLC
|
Delaware
|
NuStar Burgos, LLC
|
Delaware
|
NuStar Caribe Terminals, Inc.
|
Delaware
|
NuStar Eastham Limited
|
England
|
NuStar Energy Services, Inc.
|
Delaware
|
NuStar Finance LLC
|
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 Services Company LLC
|
Delaware
|
NuStar Supply & Trading LLC
|
Delaware
|
NuStar Terminals Antilles N.V.
|
Curacao
|
NuStar Terminals B.V.
|
Netherlands
|
NuStar Terminals Canada Co.
|
Canada
|
NuStar Terminals Canada Holdings Co.
|
Canada
|
NuStar Terminals Canada Partnership
|
Canada
|
NuStar Terminals Corporation N.V.
|
Curacao
|
NuStar Terminals Delaware, Inc.
|
Delaware
|
NuStar Terminals International N.V.
|
Curacao
|
NuStar Terminals Limited
|
England
|
New Star Terminals Marine Services N.V.
|
Netherlands
|
NuStar Terminals New Jersey, Inc.
|
Delaware
|
NuStar Terminals N.V.
|
Netherlands
|
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
|
|
|
|
|
|
|
Name of Entity
|
Jurisdiction of Organization
|
Petroburgos, S. de R.L. de C.V.
|
Mexico
|
Point Tupper Marine Services Co.
|
Canada
|
Saba Company N.V.
|
Netherlands
|
Seven Seas Steamship Company (Sint Eustatius) N.V.
|
Netherlands
|
Shore Terminals LLC
|
Delaware
|
ST Linden Terminal, LLC
|
Delaware
|
Star Creek Ranch, 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 23, 2017
|
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 23, 2017
|