Delaware
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74-2956831
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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19003 IH-10 West
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78257
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San Antonio, Texas
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(Zip Code)
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(Address of principal executive offices)
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Large accelerated filer
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[X]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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Emerging growth company
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[ ]
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PART I
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Items 1., 1A. & 2.
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Item 1B.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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ITEM 1., 1A. and 2.
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BUSINESS, RISK FACTORS AND PROPERTIES
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Year Ended
December 31, 2017
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(Thousands of Dollars)
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||
Pipeline
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$
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231,795
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Storage
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$
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219,439
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Fuels marketing
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$
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5,983
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•
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tariffs for transporting crude oil, refined products and anhydrous ammonia through our pipelines;
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•
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fees for the use of our terminal and storage facilities and related ancillary services; and
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•
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sales of petroleum products.
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•
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enhancing our existing assets through strategic internal growth projects that expand our business with current and new customers;
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•
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pursuing strategic expansion projects by constructing new assets;
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•
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improving our operations, including safety and environmental stewardship, cost control and asset reliability; and
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•
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identifying acquisition targets that meet our financial and strategic criteria.
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•
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refined product pipelines with an aggregate length of
3,130
miles and crude oil pipelines with an aggregate length of
1,930
miles in Texas, Oklahoma, Kansas, Colorado and New Mexico (collectively, the Central West System);
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•
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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);
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•
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a
450
-mile refined product pipeline originating at Andeavor’s Mandan, North Dakota refinery and terminating in Minneapolis, Minnesota (the North Pipeline); and
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•
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a
2,000
-mile anhydrous ammonia pipeline originating in the Louisiana delta area that travels north through the Midwestern United States forking east and west to terminate in Nebraska and Indiana (the Ammonia Pipeline).
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Throughput
For the year ended December 31,
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Region / Pipeline System
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Length
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Tank Capacity
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2017
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2016
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(Miles)
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(Barrels)
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(Barrels/Day)
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||||||
Central West System:
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||||
McKee System
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2,276
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—
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171,815
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178,373
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Three Rivers System
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373
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—
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78,165
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79,502
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Other
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481
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—
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53,829
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57,039
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Central West Refined Products Pipelines
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3,130
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—
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303,809
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314,914
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South Texas Crude System
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330
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2,157,000
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114,920
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124,363
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Other
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200
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—
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52,969
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59,087
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Eagle Ford System
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530
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2,157,000
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167,889
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183,450
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McKee System
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598
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1,039,000
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137,675
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147,956
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Ardmore System
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119
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824,000
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84,801
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60,775
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Permian Crude System
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683
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1,000,000
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192,958
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—
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Central West Crude Oil Pipelines
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1,930
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5,020,000
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583,323
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392,181
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Total Central West System
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5,060
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5,020,000
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887,132
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707,095
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Central East System:
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East Pipeline
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1,920
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5,261,000
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139,317
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143,446
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North Pipeline
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450
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1,492,000
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41,438
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48,343
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Ammonia Pipeline
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2,000
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—
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32,172
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29,243
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Total Central East System
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4,370
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6,753,000
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212,927
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221,032
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Total
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9,430
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11,773,000
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1,100,059
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928,127
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•
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40
terminal and storage facilities in the United States and one terminal in Nuevo Laredo, Mexico, with total storage capacity of
53.3 million
barrels;
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•
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A terminal on the island of St. Eustatius with tank capacity of
14.3 million
barrels and a transshipment facility;
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•
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A terminal located in Point Tupper, Canada with tank capacity of
7.8 million
barrels and a transshipment facility; and
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•
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Six terminals located in the United Kingdom and one terminal located in Amsterdam, the Netherlands, with total storage capacity of approximately
9.5 million
barrels.
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Facility
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Tank Capacity
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(Barrels)
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Colorado Springs, CO
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328,000
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Denver, CO
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110,000
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Albuquerque, NM
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251,000
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Rosario, NM
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166,000
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Catoosa, OK
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358,000
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Abernathy, TX
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160,000
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Amarillo, TX
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269,000
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Corpus Christi, TX
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491,000
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Corpus Christi, TX (North Beach)
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3,339,000
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Edinburg, TX
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340,000
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Facility
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Tank Capacity
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(Barrels)
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El Paso, TX (b)
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419,000
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Harlingen, TX
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286,000
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Laredo, TX
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215,000
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San Antonio, TX (c)
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375,000
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Southlake, TX
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569,000
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Nuevo Laredo, Mexico
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35,000
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Central West Terminals
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7,711,000
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Jacksonville, FL
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2,593,000
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St. James, LA
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9,917,000
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Houston, TX
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86,000
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Texas City, TX (c)
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2,964,000
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Gulf Coast Terminals
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15,560,000
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Blue Island, IL
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690,000
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Andrews AFB, MD (a)
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75,000
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Baltimore, MD
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813,000
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Piney Point, MD
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5,402,000
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Linden, NJ (c)
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4,637,000
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Paulsboro, NJ
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74,000
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Virginia Beach, VA (a)
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41,000
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North East Terminals
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11,732,000
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|
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Los Angeles, CA
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608,000
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Pittsburg, CA
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398,000
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Selby, CA
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3,074,000
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Stockton, CA
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816,000
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Portland, OR
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1,345,000
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Tacoma, WA
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391,000
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Vancouver, WA (c)
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774,000
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West Coast Terminals
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7,406,000
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|
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|
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Benicia, CA
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3,683,000
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Corpus Christi, TX
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4,030,000
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Texas City, TX
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3,141,000
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|
Refinery Storage Tanks
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10,854,000
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Eastham, England
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2,096,000
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Grays, England
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1,958,000
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Runcorn, England
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149,000
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Belfast, Northern Ireland
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408,000
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Glasgow, Scotland
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353,000
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Grangemouth, Scotland
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719,000
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United Kingdom (UK) Terminals
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5,683,000
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Facility
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Tank Capacity
|
|
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(Barrels)
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St. Eustatius, the Netherlands
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14,256,000
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Amsterdam, the Netherlands
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3,834,000
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Point Tupper, Canada
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7,778,000
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International Terminals
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31,551,000
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Total
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84,814,000
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(a)
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Terminal facility also includes pipelines to U.S. government military base locations.
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(b)
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We own a 67% undivided interest in the El Paso refined product terminal. The tank capacity represents the proportionate share of capacity attributable to our ownership interest.
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(c)
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Location includes two terminal facilities.
|
•
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we will not realize the benefits expected from the Merger, including a potentially enhanced financial and competitive position;
|
•
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the price of our common units may decline to the extent that the current market price of these securities reflects a market assumption that the Merger will be completed; and
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•
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some costs relating to the Merger, such as certain investment banking fees and legal and accounting fees, must be paid even if the Merger is not completed.
|
•
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throughput volumes transported in our pipelines;
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•
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storage contract renewals or throughput volumes in our terminals and storage facilities;
|
•
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tariff rates and fees we charge and the revenue we realize for our services;
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•
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demand for and supply of crude oil, refined products and anhydrous ammonia;
|
•
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the effect of worldwide energy conservation measures;
|
•
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our operating costs;
|
•
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the costs to comply with environmental, health, safety and security laws and regulations;
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•
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weather conditions;
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•
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domestic and foreign governmental laws, regulations, sanctions, embargoes and taxes;
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•
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prevailing economic conditions; and
|
•
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the results of our marketing, trading and hedging activities, which fluctuate depending upon the relationship between refined product prices and prices of crude oil and other feedstocks.
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•
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our debt service requirements and restrictions on distributions contained in our current or future debt agreements;
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•
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the sources of cash used to fund our acquisitions;
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•
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our capital expenditures;
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•
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fluctuations in our working capital needs;
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•
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issuances of debt and equity securities and ability to access the capital markets; and
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•
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adjustments in cash reserves made by our board of directors, in its discretion.
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•
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a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel and travel;
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•
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higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;
|
•
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an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers;
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•
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new regulations or court decisions requiring the phase out or reduced use of gasoline-fueled vehicles;
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•
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the increased use of alternative fuel sources;
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•
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an increase in the market price of crude oil that leads to higher refined product prices, which may reduce demand for refined products and drive demand for alternative products. Market prices for crude oil and refined products, including fuel oil, are subject to wide fluctuation in response to changes in global and regional supply that are beyond our control, and increases in the price of crude oil may result in a lower demand for refined products that we transport, store and market, including fuel oil; and
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•
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a decrease in corn acres planted for ethanol, which may reduce demand for anhydrous ammonia.
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•
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prolonged periods of low prices for crude oil and refined products, which could lead to a decrease in exploration and development activity and reduced production in markets served by our pipelines and storage terminals;
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•
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a lack of drilling services or equipment available to producers to accommodate production needs;
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•
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changes in laws, regulations, sanctions or taxation that directly or indirectly delay supply or production or increase the cost of production of refined products; and
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•
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macroeconomic forces affecting, or actions taken by, foreign oil and gas producing nations that impact supply of and prices for crude oil and refined products.
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•
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non-performance or delay by, or disputes with, counterparties, vendors, suppliers, contractors or sub-contractors involved with a project;
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•
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denial or delay in issuing requisite regulatory approvals and/or permits;
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•
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protests and other activist interference with planned or in-process projects;
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•
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unplanned increases in the cost of construction materials or labor;
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•
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disruptions in transportation of modular components and/or construction materials;
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•
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severe adverse weather conditions, natural disasters or other events (such as hurricanes, equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;
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•
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; or
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market-related increases in a project’s debt or equity financing costs.
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continued low crude oil prices;
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•
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a material decrease in the supply or price of crude oil;
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•
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a material decrease in demand for refined products in the markets served by our pipelines and terminals;
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•
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political, social or economic instability in another country impacting a customer based there;
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competition for customers from companies with comparable assets and capabilities;
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•
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scheduled turnarounds or unscheduled maintenance at refineries we serve;
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•
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operational problems or catastrophic events affecting our assets or a refinery we serve;
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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;
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increasingly stringent environmental, health, safety and security regulations;
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•
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a decision by our current customers to redirect refined products transported in our pipelines to markets not served by our pipelines or to transport crude oil or refined products by means other than our pipelines; or
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a decision by our current customers to sell one or more of the refineries we serve to a purchaser that elects not to use our pipelines and terminals.
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we may not be able to obtain the cost savings and financial improvements we anticipate or acquired assets may not perform as we expect;
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we may not be able to successfully integrate the assets, management teams or employees of the businesses we acquire with our assets and management team, or such integration may be significantly delayed;
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we may fail or be unable to discover some of the liabilities of businesses that we acquire, including liabilities resulting from a prior owner’s noncompliance with applicable federal, state or local laws;
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we may have assumed prior known or unknown liabilities for which we may not be indemnified or have adequate insurance;
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acquisitions may divert the attention of our senior management from focusing on our core business;
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we may experience a decrease in our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions; and
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we may face the risk that our existing financial controls, information systems, management resources and human resources will need to grow to support future growth.
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our general partner is allowed to take into account the interests of parties other than us, such as NuStar GP Holdings, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;
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our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to unitholders. As a result of purchasing our units, unitholders have consented to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law;
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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;
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our general partner determines in its sole discretion which costs incurred by NuStar GP Holdings and its affiliates are reimbursable by us;
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our general partner may cause us to pay the general partner or its affiliates for any services rendered on terms that are fair and reasonable to us or enter into additional contractual arrangements with any of these entities on our behalf;
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our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and
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in some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions.
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our unitholders’ proportionate ownership interest in us will decrease;
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the amount of cash available for distribution on each unit may decrease;
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•
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the ratio of taxable income to distributions may increase;
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•
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the relative voting strength of each previously outstanding unit may be diminished; and
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•
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the market price of our common units and Preferred Units may decline.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Price Range per Common Unit
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Cash Distributions
|
||||||||||||
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High
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Low
|
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Amount Per
Common Unit
|
|
Record Date
|
|
Payment Date
|
||||||
Year 2017
|
|
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|
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|
||||||
4th Quarter (a)
|
$
|
41.00
|
|
|
$
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26.21
|
|
|
$
|
1.095
|
|
|
February 8, 2018
|
|
February 13, 2018
|
3rd Quarter
|
$
|
47.99
|
|
|
$
|
37.30
|
|
|
$
|
1.095
|
|
|
November 9, 2017
|
|
November 14, 2017
|
2nd Quarter
|
$
|
52.68
|
|
|
$
|
42.40
|
|
|
$
|
1.095
|
|
|
August 7, 2017
|
|
August 11, 2017
|
1st Quarter
|
$
|
55.64
|
|
|
$
|
49.09
|
|
|
$
|
1.095
|
|
|
May 8, 2017
|
|
May 12, 2017
|
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
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
|
|
Percentage of Distribution
|
||
Quarterly Distribution Amount per Common Unit
|
|
Common
Unitholders
|
|
General
Partner Including Incentive Distributions
|
Up to $0.60
|
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98%
|
|
2%
|
Above $0.60 up to $0.66
|
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90%
|
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10%
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Above $0.66
|
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75%
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25%
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Units
|
|
Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|
Fixed Distribution Rate per Unit per Annum
|
|
Optional Redemption Date/Date at Which Distribution Rate Becomes Floating
|
|
Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
||
Series A Preferred Units
|
|
8.50%
|
|
$
|
2.125
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B Preferred Units
|
|
7.625%
|
|
$
|
1.90625
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C Preferred Units
|
|
9.00%
|
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$
|
2.25
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
Period
|
|
Cash
Distributions
Per Unit
|
|
Record Date
|
|
Payment Date
|
||
|
|
|
|
|
|
|
||
Series A Preferred Units:
|
|
|
|
|
|
|
||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.53125
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.53125
|
|
|
December 1, 2017
|
|
December 15, 2017
|
June 15, 2017 - September 14, 2017
|
|
$
|
0.53125
|
|
|
September 1, 2017
|
|
September 15, 2017
|
March 15, 2017 - June 14, 2017
|
|
$
|
0.53125
|
|
|
June 1, 2017
|
|
June 15, 2017
|
November 25, 2016 - March 14, 2017
|
|
$
|
0.64930556
|
|
|
March 1, 2017
|
|
March 15, 2017
|
|
|
|
|
|
|
|
||
Series B Preferred Units:
|
|
|
|
|
|
|
||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.47657
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.47657
|
|
|
December 1, 2017
|
|
December 15, 2017
|
April 28, 2017 - September 14, 2017
|
|
$
|
0.725434028
|
|
|
September 1, 2017
|
|
September 15, 2017
|
|
|
|
|
|
|
|
||
Series C Preferred Units:
|
|
|
|
|
|
|
||
November 30, 2017 - March 14, 2018 (a)
|
|
$
|
0.65625
|
|
|
March 1, 2018
|
|
March 15, 2018
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013 (a)
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues (b)
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
$
|
3,463,732
|
|
Operating income (loss)
|
$
|
336,278
|
|
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
$
|
346,901
|
|
|
$
|
(19,121
|
)
|
Income (loss) from continuing operations (c)
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
305,946
|
|
|
$
|
214,169
|
|
|
$
|
(185,509
|
)
|
Income (loss) from continuing operations per
common unit (c)
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
3.29
|
|
|
$
|
2.14
|
|
|
$
|
(2.89
|
)
|
Cash distributions per unit applicable
to common limited partners
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2017 (d)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
4,300,933
|
|
|
$
|
3,722,283
|
|
|
$
|
3,683,571
|
|
|
$
|
3,460,732
|
|
|
$
|
3,310,653
|
|
Total assets
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
|
$
|
4,918,796
|
|
|
$
|
5,032,186
|
|
Long-term debt, less current portion
|
$
|
3,263,069
|
|
|
$
|
3,014,364
|
|
|
$
|
3,055,612
|
|
|
$
|
2,749,452
|
|
|
$
|
2,655,553
|
|
Total partners’ equity
|
$
|
2,480,089
|
|
|
$
|
1,611,617
|
|
|
$
|
1,609,844
|
|
|
$
|
1,716,210
|
|
|
$
|
1,903,794
|
|
(a)
|
The losses for the year ended December 31, 2013 are mainly due to goodwill impairment charges.
|
(b)
|
Declines in revenues from 2013 through 2017 are mainly from a reduction in marketing activity and lower commodity prices. We ceased marketing crude oil in the second quarter of 2017 and exited our heavy fuels trading operations in the third quarter of 2017.
|
(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.
|
(d)
|
The significant increases in balance sheet data are primarily due to our acquisition of Navigator Energy Services, LLC for approximately
$1.5 billion
in May 2017.
|
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,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Statement of Income Data:
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,128,726
|
|
|
$
|
1,083,165
|
|
|
$
|
45,561
|
|
Product sales
|
685,293
|
|
|
673,517
|
|
|
11,776
|
|
|||
Total revenues
|
1,814,019
|
|
|
1,756,682
|
|
|
57,337
|
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
651,599
|
|
|
633,653
|
|
|
17,946
|
|
|||
Operating expenses
|
449,670
|
|
|
448,367
|
|
|
1,303
|
|
|||
General and administrative expenses
|
112,240
|
|
|
98,817
|
|
|
13,423
|
|
|||
Depreciation and amortization expense
|
264,232
|
|
|
216,736
|
|
|
47,496
|
|
|||
Total costs and expenses
|
1,477,741
|
|
|
1,397,573
|
|
|
80,168
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
336,278
|
|
|
359,109
|
|
|
(22,831
|
)
|
|||
Interest expense, net
|
(173,083
|
)
|
|
(138,350
|
)
|
|
(34,733
|
)
|
|||
Other expense, net
|
(5,294
|
)
|
|
(58,783
|
)
|
|
53,489
|
|
|||
Income before income tax expense
|
157,901
|
|
|
161,976
|
|
|
(4,075
|
)
|
|||
Income tax expense
|
9,937
|
|
|
11,973
|
|
|
(2,036
|
)
|
|||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
(2,039
|
)
|
Basic and diluted net income per common unit
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
(0.63
|
)
|
Basic weighted-average common units outstanding
|
88,825,964
|
|
|
78,080,484
|
|
|
10,745,480
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Refined products pipelines throughput (barrels/day)
|
516,736
|
|
|
535,946
|
|
|
(19,210
|
)
|
|||
Crude oil pipelines throughput (barrels/day)
|
583,323
|
|
|
392,181
|
|
|
191,142
|
|
|||
Total throughput (barrels/day)
|
1,100,059
|
|
|
928,127
|
|
|
171,932
|
|
|||
Throughput revenues
|
$
|
516,288
|
|
|
$
|
485,650
|
|
|
$
|
30,638
|
|
Operating expenses
|
156,432
|
|
|
147,858
|
|
|
8,574
|
|
|||
Depreciation and amortization expense
|
128,061
|
|
|
89,554
|
|
|
38,507
|
|
|||
Segment operating income
|
$
|
231,795
|
|
|
$
|
248,238
|
|
|
$
|
(16,443
|
)
|
|
|
|
|
|
|
||||||
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
325,194
|
|
|
789,065
|
|
|
(463,871
|
)
|
|||
Throughput terminal revenues
|
$
|
85,927
|
|
|
$
|
117,586
|
|
|
$
|
(31,659
|
)
|
Storage terminal revenues
|
531,026
|
|
|
492,456
|
|
|
38,570
|
|
|||
Total revenues
|
616,953
|
|
|
610,042
|
|
|
6,911
|
|
|||
Operating expenses
|
270,041
|
|
|
276,578
|
|
|
(6,537
|
)
|
|||
Depreciation and amortization expense
|
127,473
|
|
|
118,663
|
|
|
8,810
|
|
|||
Segment operating income
|
$
|
219,439
|
|
|
$
|
214,801
|
|
|
$
|
4,638
|
|
|
|
|
|
|
|
||||||
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales and other revenue
|
$
|
692,884
|
|
|
$
|
681,934
|
|
|
$
|
10,950
|
|
Cost of product sales
|
660,844
|
|
|
645,355
|
|
|
15,489
|
|
|||
Gross margin
|
32,040
|
|
|
36,579
|
|
|
(4,539
|
)
|
|||
Operating expenses
|
26,057
|
|
|
33,173
|
|
|
(7,116
|
)
|
|||
Segment operating income
|
$
|
5,983
|
|
|
$
|
3,406
|
|
|
$
|
2,577
|
|
|
|
|
|
|
|
||||||
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(12,106
|
)
|
|
$
|
(20,944
|
)
|
|
$
|
8,838
|
|
Cost of product sales
|
(9,245
|
)
|
|
(11,702
|
)
|
|
2,457
|
|
|||
Operating expenses
|
(2,860
|
)
|
|
(9,242
|
)
|
|
6,382
|
|
|||
Total
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
||||||
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
57,337
|
|
Cost of product sales
|
651,599
|
|
|
633,653
|
|
|
17,946
|
|
|||
Operating expenses
|
449,670
|
|
|
448,367
|
|
|
1,303
|
|
|||
Depreciation and amortization expense
|
255,534
|
|
|
208,217
|
|
|
47,317
|
|
|||
Segment operating income
|
457,216
|
|
|
466,445
|
|
|
(9,229
|
)
|
|||
General and administrative expenses
|
112,240
|
|
|
98,817
|
|
|
13,423
|
|
|||
Other depreciation and amortization expense
|
8,698
|
|
|
8,519
|
|
|
179
|
|
|||
Consolidated operating income
|
$
|
336,278
|
|
|
$
|
359,109
|
|
|
$
|
(22,831
|
)
|
•
|
an increase in revenues of $42.6 million and an increase in throughputs of 192,958 barrels per day from our Permian Crude System acquired in May 2017;
|
•
|
an increase in revenues of $5.5 million and an increase in throughputs of 2,929 barrels per day due to maintenance downtime in 2016 on a portion of the Ammonia Pipeline, as well as operational issues in 2016 at certain plants served by the pipeline; and
|
•
|
an increase in revenues of $3.4 million, despite a decrease in throughputs of 4,129 barrels per day, on our East Pipeline due to the completion of various storage projects along the pipeline, as well as an increase in long-haul deliveries resulting in higher average tariffs. A turnaround and operational issues at the refineries served by the East Pipeline in 2017 contributed to the decrease in throughputs.
|
•
|
a decrease in revenues of $10.4 million and a decrease in throughputs of 16,839 barrels per day due to a turnaround in the fourth quarter of 2017 at the refinery served by our McKee System pipelines;
|
•
|
a decrease in revenues of $6.8 million and a decrease in throughputs of 15,561 barrels per day on our Eagle Ford System, mainly due to reduced production in this sustained low crude oil price environment; and
|
•
|
a decrease in revenues of $4.8 million and a decrease in throughputs of 6,905 barrels per day due to a turnaround in the second quarter of 2017 at the refinery served by the North Pipeline.
|
•
|
a decrease of $8.7 million in maintenance and regulatory expenses, primarily at our St. Eustatius, North East and Point Tupper terminals; and
|
•
|
a decrease of $6.1 million in reimbursable expenses, mainly at our Texas City, TX and Point Tupper terminals, consistent with the decrease in reimbursable revenues;
|
|
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 our customer’s 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 our customer’s 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 throughputs 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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
406,799
|
|
|
$
|
436,761
|
|
|
$
|
524,937
|
|
Investing activities
|
(1,696,441
|
)
|
|
(311,078
|
)
|
|
(452,029
|
)
|
|||
Financing activities
|
1,276,272
|
|
|
(211,324
|
)
|
|
(29,229
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
1,720
|
|
|
2,721
|
|
|
(12,729
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(11,650
|
)
|
|
$
|
(82,920
|
)
|
|
$
|
30,950
|
|
•
|
$365.4 million
in revenue bonds pursuant to the Gulf Opportunity Zone Act of 2005 (the GoZone Bonds), with
$42.5 million
remaining in trust as of
December 31, 2017
, supported by
$370.2 million
in letters of credit; and
|
•
|
two short-term line of credit agreements with an aggregate uncommitted borrowing capacity of up to
$85.0 million
, with
$35.0 million
of borrowings outstanding as of
December 31, 2017
.
|
•
|
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
|
|
|
|
|
||||||||||
|
Acquisitions and Investments in Other Long-Term Assets
|
|
Capital Expenditures (a)
|
|
Reliability Capital
Expenditures (b)
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
For the year ended December 31:
|
|
|
|
|
|
|
|
||||||||
2017
|
$
|
1,461,719
|
|
|
$
|
327,141
|
|
|
$
|
57,497
|
|
|
$
|
1,846,357
|
|
2016
|
$
|
95,657
|
|
|
$
|
166,203
|
|
|
$
|
38,155
|
|
|
$
|
300,015
|
|
2015
|
$
|
146,064
|
|
|
$
|
284,806
|
|
|
$
|
40,002
|
|
|
$
|
470,872
|
|
|
|
|
|
|
|
|
|
||||||||
Expected for the year ended December 31, 2018
|
|
|
$ 360,000 - 390,000
|
|
|
$ 80,000 - 100,000
|
|
|
$ 440,000 - 490,000
|
|
(a)
|
Strategic capital for 2015, 2016 and 2017 mainly consists of terminal expansions. In addition, strategic capital in 2015 includes the reactivation and conversion of our 200-mile pipeline between Mont Belvieu and Corpus Christi, Texas and strategic capital in 2017 includes pipeline expansions on our Permian Crude System.
|
(b)
|
Reliability capital expenditures primarily relate to maintenance upgrade projects at our terminals.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
9,252
|
|
|
$
|
7,877
|
|
|
$
|
7,844
|
|
General partner incentive distribution
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Total general partner distribution
|
54,921
|
|
|
51,284
|
|
|
51,064
|
|
|||
Common limited partners’ distribution
|
407,681
|
|
|
342,598
|
|
|
341,140
|
|
|||
Total cash distributions
|
$
|
462,602
|
|
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2017 (a)
|
|
$
|
1.095
|
|
|
$
|
115,267
|
|
|
February 8, 2018
|
|
February 13, 2018
|
September 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,084
|
|
|
November 9, 2017
|
|
November 14, 2017
|
June 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,083
|
|
|
August 7, 2017
|
|
August 11, 2017
|
March 31, 2017
|
|
$
|
1.095
|
|
|
$
|
117,168
|
|
|
May 8, 2017
|
|
May 12, 2017
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
Units
|
|
Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|
Fixed Distribution Rate per Unit per Annum
|
|
Optional Redemption Date/Date at Which Distribution Rate Becomes Floating
|
|
Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
||
Series A Preferred Units
|
|
8.50%
|
|
$
|
2.125
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B Preferred Units
|
|
7.625%
|
|
$
|
1.90625
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C Preferred Units
|
|
9.00%
|
|
$
|
2.25
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
Period
|
|
Cash
Distributions
Per Unit
|
|
Total Cash
Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
Series A Preferred Units:
|
|
|
|
|
|
|
|
|
||||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
December 1, 2017
|
|
December 15, 2017
|
June 15, 2017 - September 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
September 1, 2017
|
|
September 15, 2017
|
March 15, 2017 - June 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
June 1, 2017
|
|
June 15, 2017
|
November 25, 2016 - March 14, 2017
|
|
$
|
0.64930556
|
|
|
$
|
5,883
|
|
|
March 1, 2017
|
|
March 15, 2017
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Units:
|
|
|
|
|
|
|
|
|
||||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.47657
|
|
|
$
|
7,339
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.47657
|
|
|
$
|
7,339
|
|
|
December 1, 2017
|
|
December 15, 2017
|
April 28, 2017 - September 14, 2017
|
|
$
|
0.725434028
|
|
|
$
|
11,172
|
|
|
September 1, 2017
|
|
September 15, 2017
|
|
|
|
|
|
|
|
|
|
||||
Series C Preferred Units:
|
|
|
|
|
|
|
|
|
||||
November 30, 2017 - March 14, 2018 (a)
|
|
$
|
0.65625
|
|
|
$
|
4,528
|
|
|
March 1, 2018
|
|
March 15, 2018
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
•
|
Revolving Credit Agreement due
October 29, 2020
, with
$893.3 million
of borrowings outstanding as of
December 31, 2017
;
|
•
|
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; 5.625% senior notes due April 28, 2027 with a face value of $550.0 million; and 7.625% fixed-to-floating 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
$35.0 million
of borrowings outstanding as of
December 31, 2017
; and
|
•
|
Receivables Financing Agreement due September 20, 2020, with
$62.3 million
of borrowings outstanding as of
December 31, 2017
.
|
|
Standard & Poor’s
Ratings Services
|
|
Moody’s Investor
Service Inc.
|
|
Fitch, Inc.
|
|
|
|
|
|
|
Ratings
|
BB
|
|
Ba1
|
|
BB
|
Outlook
|
Negative
|
|
Negative
|
|
Stable
|
|
Payments Due by Period
|
|
|
|
|
||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Long-term debt maturities
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
1,405,611
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
1,317,940
|
|
|
$
|
3,623,551
|
|
Interest payments (a)
|
174,937
|
|
|
169,162
|
|
|
165,124
|
|
|
102,586
|
|
|
86,715
|
|
|
1,150,198
|
|
|
1,848,722
|
|
|||||||
Operating leases (b)
|
39,236
|
|
|
34,203
|
|
|
19,541
|
|
|
13,324
|
|
|
7,295
|
|
|
68,386
|
|
|
181,985
|
|
|||||||
Purchase obligations (c)
|
6,963
|
|
|
6,133
|
|
|
4,686
|
|
|
4,690
|
|
|
4,480
|
|
|
300
|
|
|
27,252
|
|
|||||||
Total
|
$
|
571,136
|
|
|
$
|
209,498
|
|
|
$
|
1,594,962
|
|
|
$
|
420,600
|
|
|
$
|
348,490
|
|
|
$
|
2,536,824
|
|
|
$
|
5,681,510
|
|
(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, 2017
. The interest payments on our fixed-rate debt are based on the stated interest rates and the outstanding borrowings as of
December 31, 2017
.
|
(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, 2017 from:
|
|
|
|
||||
Discount rate decrease
|
$
|
5,200
|
|
|
$
|
500
|
|
Compensation rate increase
|
$
|
1,500
|
|
|
n/a
|
|
|
Increase in net periodic benefit cost for the year ending
December 31, 2018 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, 2017
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
952,500
|
|
|
$
|
2,302,500
|
|
|
$
|
2,355,535
|
|
Weighted-average
interest rate
|
8.4
|
%
|
|
—
|
|
|
4.8
|
%
|
|
6.8
|
%
|
|
4.8
|
%
|
|
6.5
|
%
|
|
6.3
|
%
|
|
|
|||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
955,611
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
365,440
|
|
|
$
|
1,321,051
|
|
|
$
|
1,322,087
|
|
Weighted-average
interest rate
|
—
|
|
|
—
|
|
|
3.1
|
%
|
|
—
|
|
|
—
|
|
|
1.7
|
%
|
|
2.7
|
%
|
|
|
|
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
|
%
|
|
|
Notional Amount as of December 31,
|
|
Period of Hedge
|
|
Weighted-Average Fixed Rate
|
|
Fair Value as of December 31,
|
|||||||||||||
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
|||||||||||
(Thousands of Dollars)
|
|
|
|
|
|
(Thousands of Dollars)
|
|||||||||||||
$
|
350,000
|
|
|
$
|
350,000
|
|
|
04/2018 - 04/2028
|
|
2.6
|
%
|
|
$
|
(5,394
|
)
|
|
$
|
(1,333
|
)
|
250,000
|
|
|
250,000
|
|
|
09/2020 - 09/2030
|
|
2.8
|
%
|
|
(4,594
|
)
|
|
15
|
|
||||
$
|
600,000
|
|
|
$
|
600,000
|
|
|
|
|
2.7
|
%
|
|
$
|
(9,988
|
)
|
|
$
|
(1,318
|
)
|
|
December 31, 2017
|
|||||||||||||
|
Contract
Volumes
|
|
Weighted Average
|
|
Fair Value of
Current
Asset (Liability)
|
|||||||||
Pay Price
|
|
Receive Price
|
|
|||||||||||
|
(Thousands
of Barrels)
|
|
|
|
|
|
(Thousands of
Dollars)
|
|||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
2
|
|
|
$
|
86.88
|
|
|
N/A
|
|
|
$
|
—
|
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
5
|
|
|
N/A
|
|
|
$
|
85.59
|
|
|
$
|
(6
|
)
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
149
|
|
|
N/A
|
|
|
$
|
55.79
|
|
|
$
|
(106
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Economic Hedges and Other Derivatives:
|
|
|
|
|
|
|
|
|||||||
Futures – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
10
|
|
|
$
|
86.13
|
|
|
N/A
|
|
|
$
|
7
|
|
|
Futures – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
14
|
|
|
N/A
|
|
|
$
|
85.76
|
|
|
$
|
(16
|
)
|
|
Swaps – long:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
196
|
|
|
$
|
55.05
|
|
|
N/A
|
|
|
$
|
264
|
|
|
Swaps – short:
|
|
|
|
|
|
|
|
|||||||
(refined products)
|
199
|
|
|
N/A
|
|
|
$
|
53.76
|
|
|
$
|
(525
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Total fair value of open positions exposed to
commodity price risk
|
|
|
|
|
|
|
$
|
(382
|
)
|
|
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,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
24,292
|
|
|
$
|
35,942
|
|
Accounts receivable, net of allowance for doubtful accounts of $9,948 and $7,756
as of December 31, 2017 and 2016, respectively
|
176,570
|
|
|
170,293
|
|
||
Receivable from related party
|
205
|
|
|
317
|
|
||
Inventories
|
26,857
|
|
|
37,945
|
|
||
Other current assets
|
22,508
|
|
|
132,686
|
|
||
Total current assets
|
250,432
|
|
|
377,183
|
|
||
Property, plant and equipment, at cost
|
6,243,481
|
|
|
5,435,278
|
|
||
Accumulated depreciation and amortization
|
(1,942,548
|
)
|
|
(1,712,995
|
)
|
||
Property, plant and equipment, net
|
4,300,933
|
|
|
3,722,283
|
|
||
Intangible assets, net
|
784,479
|
|
|
127,083
|
|
||
Goodwill
|
1,097,475
|
|
|
696,637
|
|
||
Deferred income tax asset
|
233
|
|
|
2,051
|
|
||
Other long-term assets, net
|
101,681
|
|
|
105,308
|
|
||
Total assets
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
Liabilities and Partners’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
145,932
|
|
|
$
|
118,686
|
|
Short-term debt
|
35,000
|
|
|
54,000
|
|
||
Current portion of long-term debt
|
349,990
|
|
|
—
|
|
||
Accrued interest payable
|
40,449
|
|
|
34,030
|
|
||
Accrued liabilities
|
61,578
|
|
|
60,485
|
|
||
Taxes other than income tax
|
14,385
|
|
|
15,685
|
|
||
Income tax payable
|
4,172
|
|
|
6,510
|
|
||
Total current liabilities
|
651,506
|
|
|
289,396
|
|
||
Long-term debt, less current portion
|
3,263,069
|
|
|
3,014,364
|
|
||
Deferred income tax liability
|
22,272
|
|
|
22,204
|
|
||
Other long-term liabilities
|
118,297
|
|
|
92,964
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Partners’ equity (Note 19):
|
|
|
|
||||
Preferred limited partners
|
756,603
|
|
|
218,400
|
|
||
Common limited partners (93,176,683 and 78,616,228 common units outstanding
as of December 31, 2017 and 2016, respectively)
|
1,770,587
|
|
|
1,455,642
|
|
||
General partner
|
37,826
|
|
|
31,752
|
|
||
Accumulated other comprehensive loss
|
(84,927
|
)
|
|
(94,177
|
)
|
||
Total partners’ equity
|
2,480,089
|
|
|
1,611,617
|
|
||
Total liabilities and partners’ equity
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,128,726
|
|
|
$
|
1,083,165
|
|
|
$
|
1,114,153
|
|
Product sales
|
685,293
|
|
|
673,517
|
|
|
969,887
|
|
|||
Total revenues
|
1,814,019
|
|
|
1,756,682
|
|
|
2,084,040
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
651,599
|
|
|
633,653
|
|
|
907,574
|
|
|||
Operating expenses (excluding depreciation and amortization expense):
|
|
|
|
|
|
||||||
Third parties
|
449,670
|
|
|
426,686
|
|
|
337,466
|
|
|||
Related party
|
—
|
|
|
21,681
|
|
|
135,565
|
|
|||
Total operating expenses
|
449,670
|
|
|
448,367
|
|
|
473,031
|
|
|||
General and administrative expenses (excluding depreciation and amortization expense):
|
|
|
|
|
|
||||||
Third parties
|
112,240
|
|
|
88,324
|
|
|
35,752
|
|
|||
Related party
|
—
|
|
|
10,493
|
|
|
66,769
|
|
|||
Total general and administrative expenses
|
112,240
|
|
|
98,817
|
|
|
102,521
|
|
|||
Depreciation and amortization expense
|
264,232
|
|
|
216,736
|
|
|
210,210
|
|
|||
Total costs and expenses
|
1,477,741
|
|
|
1,397,573
|
|
|
1,693,336
|
|
|||
Operating income
|
336,278
|
|
|
359,109
|
|
|
390,704
|
|
|||
Interest expense, net
|
(173,083
|
)
|
|
(138,350
|
)
|
|
(131,868
|
)
|
|||
Other (expense) income, net
|
(5,294
|
)
|
|
(58,783
|
)
|
|
61,822
|
|
|||
Income from continuing operations before income tax expense
|
157,901
|
|
|
161,976
|
|
|
320,658
|
|
|||
Income tax expense
|
9,937
|
|
|
11,973
|
|
|
14,712
|
|
|||
Income from continuing operations
|
147,964
|
|
|
150,003
|
|
|
305,946
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
774
|
|
|||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Basic and diluted net income per common unit:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
3.29
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Total (Note 20)
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
3.30
|
|
Basic weighted-average common units outstanding
|
88,825,964
|
|
|
78,080,484
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted weighted-average common units outstanding
|
88,825,964
|
|
|
78,113,002
|
|
|
77,886,078
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
17,466
|
|
|
(8,243
|
)
|
|
(31,987
|
)
|
|||
Net loss on pension and other postretirement benefit adjustments, net of income tax benefit of $184, $60 and $0
|
(6,170
|
)
|
|
(2,850
|
)
|
|
—
|
|
|||
Net (loss) gain on cash flow hedges
|
(2,046
|
)
|
|
5,710
|
|
|
11,105
|
|
|||
Total other comprehensive income (loss)
|
9,250
|
|
|
(5,383
|
)
|
|
(20,882
|
)
|
|||
Comprehensive income
|
$
|
157,214
|
|
|
$
|
144,620
|
|
|
$
|
285,838
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
264,232
|
|
|
216,736
|
|
|
210,210
|
|
|||
Unit-based compensation expense
|
8,132
|
|
|
7,579
|
|
|
—
|
|
|||
Amortization of debt related items
|
6,147
|
|
|
7,477
|
|
|
8,840
|
|
|||
Loss (gain) from sale or disposition of assets
|
4,984
|
|
|
64
|
|
|
(1,617
|
)
|
|||
Gain associated with the Linden Acquisition
|
—
|
|
|
—
|
|
|
(56,277
|
)
|
|||
Impairment loss
|
—
|
|
|
58,655
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
6
|
|
|
(469
|
)
|
|
2,058
|
|
|||
Distributions of equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
2,500
|
|
|||
Changes in current assets and current liabilities (Note 21)
|
(26,493
|
)
|
|
3,716
|
|
|
50,559
|
|
|||
Other, net
|
1,827
|
|
|
(7,000
|
)
|
|
1,944
|
|
|||
Net cash provided by operating activities
|
406,799
|
|
|
436,761
|
|
|
524,937
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(384,638
|
)
|
|
(204,358
|
)
|
|
(324,808
|
)
|
|||
Change in accounts payable related to capital expenditures
|
36,903
|
|
|
(11,063
|
)
|
|
(3,156
|
)
|
|||
Acquisitions
|
(1,461,719
|
)
|
|
(95,657
|
)
|
|
(142,500
|
)
|
|||
Proceeds from Axeon term loan
|
110,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from insurance recoveries
|
977
|
|
|
—
|
|
|
4,867
|
|
|||
Proceeds from sale or disposition of assets
|
2,036
|
|
|
—
|
|
|
17,132
|
|
|||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
(3,564
|
)
|
|||
Net cash used in investing activities
|
(1,696,441
|
)
|
|
(311,078
|
)
|
|
(452,029
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt borrowings
|
1,465,767
|
|
|
752,729
|
|
|
860,131
|
|
|||
Proceeds from short-term debt borrowings
|
1,051,000
|
|
|
654,000
|
|
|
823,500
|
|
|||
Proceeds from note offering, net of issuance costs
|
543,333
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt repayments
|
(1,417,539
|
)
|
|
(772,152
|
)
|
|
(500,410
|
)
|
|||
Short-term debt repayments
|
(1,070,000
|
)
|
|
(684,000
|
)
|
|
(816,500
|
)
|
|||
Proceeds from issuance of preferred units, net of issuance costs
|
538,560
|
|
|
218,400
|
|
|
—
|
|
|||
Proceeds from issuance of common units, net of issuance costs
|
643,878
|
|
|
27,710
|
|
|
—
|
|
|||
Contributions from general partner
|
13,737
|
|
|
680
|
|
|
—
|
|
|||
Distributions to preferred unitholders
|
(38,833
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to common unitholders and general partner
|
(446,306
|
)
|
|
(392,962
|
)
|
|
(392,204
|
)
|
|||
Increase (decrease) in cash book overdrafts
|
1,736
|
|
|
(11,237
|
)
|
|
(2,954
|
)
|
|||
Other, net
|
(9,061
|
)
|
|
(4,492
|
)
|
|
(792
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,276,272
|
|
|
(211,324
|
)
|
|
(29,229
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
1,720
|
|
|
2,721
|
|
|
(12,729
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(11,650
|
)
|
|
(82,920
|
)
|
|
30,950
|
|
|||
Cash and cash equivalents as of the beginning of the period
|
35,942
|
|
|
118,862
|
|
|
87,912
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
24,292
|
|
|
$
|
35,942
|
|
|
$
|
118,862
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||
|
Preferred (Note 19)
|
|
Common
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Loss (Note 19)
|
|
Total Partners’ Equity
|
||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||||||
Balance as of January 1, 2015
|
—
|
|
|
$
|
—
|
|
|
77,886,078
|
|
|
$
|
1,744,810
|
|
|
$
|
39,312
|
|
|
$
|
(67,912
|
)
|
|
$
|
1,716,210
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
258,230
|
|
|
48,490
|
|
|
—
|
|
|
306,720
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,882
|
)
|
|
(20,882
|
)
|
|||||
Distributions to partners
|
—
|
|
|
—
|
|
|
—
|
|
|
(341,140
|
)
|
|
(51,064
|
)
|
|
—
|
|
|
(392,204
|
)
|
|||||
Balance as of December 31, 2015
|
—
|
|
|
—
|
|
|
77,886,078
|
|
|
1,661,900
|
|
|
36,738
|
|
|
(88,794
|
)
|
|
1,609,844
|
|
|||||
Net income
|
—
|
|
|
1,925
|
|
|
—
|
|
|
102,580
|
|
|
45,498
|
|
|
—
|
|
|
150,003
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,383
|
)
|
|
(5,383
|
)
|
|||||
Distributions to partners
|
—
|
|
|
(1,925
|
)
|
|
—
|
|
|
(341,798
|
)
|
|
(51,164
|
)
|
|
—
|
|
|
(394,887
|
)
|
|||||
Issuance of common units, including contribution from general partner
|
—
|
|
|
—
|
|
|
595,050
|
|
|
27,710
|
|
|
575
|
|
|
—
|
|
|
28,285
|
|
|||||
Issuance of preferred units
|
9,060,000
|
|
|
218,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
|||||
Unit-based compensation
|
—
|
|
|
—
|
|
|
135,100
|
|
|
5,250
|
|
|
105
|
|
|
—
|
|
|
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
|
|
|||||
Net income
|
—
|
|
|
40,448
|
|
|
—
|
|
|
60,610
|
|
|
46,906
|
|
|
—
|
|
|
147,964
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,250
|
|
|
9,250
|
|
|||||
Distributions to partners
|
—
|
|
|
(40,448
|
)
|
|
—
|
|
|
(391,737
|
)
|
|
(54,569
|
)
|
|
—
|
|
|
(486,754
|
)
|
|||||
Issuance of common units, including contribution from general partner
|
—
|
|
|
—
|
|
|
14,375,000
|
|
|
643,878
|
|
|
13,597
|
|
|
—
|
|
|
657,475
|
|
|||||
Issuance of preferred units
|
22,300,000
|
|
|
538,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
538,560
|
|
|||||
Unit-based compensation
|
—
|
|
|
—
|
|
|
185,455
|
|
|
2,516
|
|
|
140
|
|
|
—
|
|
|
2,656
|
|
|||||
Other
|
—
|
|
|
(357
|
)
|
|
—
|
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|||||
Balance as of December 31, 2017
|
31,360,000
|
|
|
$
|
756,603
|
|
|
93,176,683
|
|
|
$
|
1,770,587
|
|
|
$
|
37,826
|
|
|
$
|
(84,927
|
)
|
|
$
|
2,480,089
|
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines;
|
•
|
terminals, excluding our St. Eustatius and Point Tupper facilities and our refinery crude storage tanks; and
|
•
|
bunkering activity at our St. Eustatius and Point Tupper facilities.
|
|
Preliminary Purchase Price Allocation
|
||
|
(Thousands of Dollars)
|
||
Accounts receivable
|
$
|
4,747
|
|
Other current assets
|
2,359
|
|
|
Property, plant and equipment, net
|
376,690
|
|
|
Intangible assets (a)
|
700,000
|
|
|
Goodwill (b)
|
400,838
|
|
|
Other long-term assets, net
|
2,199
|
|
|
Current liabilities
|
(25,114
|
)
|
|
Preliminary purchase price allocation, net of cash acquired
|
$
|
1,461,719
|
|
(a)
|
Intangible assets, which consist of customer contracts and relationships, are expected to be amortized on a straight-line basis over a period of
20 years
.
|
(b)
|
The goodwill acquired represents the expected benefit from entering new geographic areas and the anticipated opportunities to generate future cash flows from the assets acquired and potential future projects.
|
|
Year Ended December 31, 2017
|
||
|
(Thousands of Dollars)
|
||
Permian Crude System:
|
|
||
Revenues
|
$
|
42,620
|
|
Operating loss
|
$
|
(1,724
|
)
|
|
|
||
Transaction costs:
|
|
||
General and administrative expenses
|
$
|
10,391
|
|
Interest expense, net
|
3,688
|
|
|
Total transaction costs
|
$
|
14,079
|
|
•
|
we issued approximately
14.4 million
common units;
|
•
|
we received a contribution from our general partner of
$13.6 million
to maintain its
2%
interest;
|
•
|
we issued
15.4 million
Series B Preferred Units;
|
•
|
we issued
$550.0 million
of
5.625%
senior notes;
|
•
|
additional depreciation and amortization that would have been incurred assuming the fair value adjustments to property, plant and equipment and intangible assets reflected in the preliminary purchase price allocation above; and
|
•
|
we satisfied Navigator’s outstanding obligations under its revolving credit agreement.
|
|
Pro Forma
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||
Revenues
|
$
|
1,828,418
|
|
|
$
|
1,782,932
|
|
Net income
|
$
|
127,433
|
|
|
$
|
78,664
|
|
|
|
|
|
||||
Basic and diluted net income per common unit
|
$
|
0.31
|
|
|
$
|
0.01
|
|
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
|
|
(a)
|
Current assets include a receivable of
$7.8 million
related to a pre-acquisition insurance claim, for which proceeds were received in 2015.
|
(b)
|
Intangible assets primarily consist of customer contracts and relationships and are being amortized over
10 years
.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of beginning of year
|
$
|
7,756
|
|
|
$
|
8,473
|
|
|
$
|
7,808
|
|
Increase in allowance, net
|
2,217
|
|
|
24
|
|
|
965
|
|
|||
Accounts charged against the allowance
|
(25
|
)
|
|
(741
|
)
|
|
(300
|
)
|
|||
Balance as of end of year
|
$
|
9,948
|
|
|
$
|
7,756
|
|
|
$
|
8,473
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Petroleum products
|
$
|
17,027
|
|
|
$
|
28,044
|
|
Materials and supplies
|
9,830
|
|
|
9,901
|
|
||
Total
|
$
|
26,857
|
|
|
$
|
37,945
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Axeon Term Loan
|
$
|
—
|
|
|
$
|
110,000
|
|
Prepaid expenses
|
15,982
|
|
|
14,894
|
|
||
Derivative assets
|
—
|
|
|
155
|
|
||
Other
|
6,526
|
|
|
7,637
|
|
||
Other current assets
|
$
|
22,508
|
|
|
$
|
132,686
|
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||||
|
|
2017
|
|
2016
|
|||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||
Land
|
|
-
|
|
|
$
|
143,527
|
|
|
$
|
138,224
|
|
Land and leasehold improvements
|
5
|
-
|
40
|
|
203,085
|
|
|
187,930
|
|
||
Buildings
|
15
|
-
|
40
|
|
151,702
|
|
|
144,773
|
|
||
Pipelines, storage and terminals
|
20
|
-
|
40
|
|
5,080,795
|
|
|
4,647,718
|
|
||
Rights-of-way
|
20
|
-
|
40
|
|
264,170
|
|
|
202,311
|
|
||
Construction in progress
|
|
-
|
|
|
400,202
|
|
|
114,322
|
|
||
Total
|
|
|
|
|
6,243,481
|
|
|
5,435,278
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
|
(1,942,548
|
)
|
|
(1,712,995
|
)
|
||
Property, plant and equipment, net
|
|
|
|
|
$
|
4,300,933
|
|
|
$
|
3,722,283
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Weighted-Average Amortization Period
|
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||||||||
Customer contracts and relationships
|
18
|
|
$
|
863,950
|
|
|
$
|
(81,136
|
)
|
|
$
|
166,950
|
|
|
$
|
(41,582
|
)
|
Other
|
47
|
|
2,359
|
|
|
(694
|
)
|
|
2,359
|
|
|
(644
|
)
|
||||
Total
|
|
|
$
|
866,309
|
|
|
$
|
(81,830
|
)
|
|
$
|
169,309
|
|
|
$
|
(42,226
|
)
|
|
Pipeline
|
|
Storage
|
|
Fuels
Marketing
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balances as of January 1, 2016 and December 31, 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
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Activity for the year ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Navigator Acquisition preliminary purchase price allocation (a)
|
400,838
|
|
|
—
|
|
|
—
|
|
|
400,838
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
707,045
|
|
|
691,220
|
|
|
53,255
|
|
|
1,451,520
|
|
||||
Accumulated impairment losses
|
—
|
|
|
(331,913
|
)
|
|
(22,132
|
)
|
|
(354,045
|
)
|
||||
Net goodwill
|
$
|
707,045
|
|
|
$
|
359,307
|
|
|
$
|
31,123
|
|
|
$
|
1,097,475
|
|
(a)
|
See Note 4 for discussion of the Navigator Acquisition.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Employee wages and benefit costs
|
$
|
16,963
|
|
|
$
|
30,807
|
|
Unearned income
|
18,243
|
|
|
14,355
|
|
||
Other
|
26,372
|
|
|
15,323
|
|
||
Accrued liabilities
|
$
|
61,578
|
|
|
$
|
60,485
|
|
|
|
|
|
|
December 31,
|
||||||
|
Maturity
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
(Thousands of Dollars)
|
||||||
Revolving Credit Agreement
|
|
2020
|
|
|
$
|
893,311
|
|
|
$
|
838,992
|
|
7.65% senior notes
|
|
2018
|
|
|
350,000
|
|
|
350,000
|
|
||
4.80% senior notes
|
|
2020
|
|
|
450,000
|
|
|
450,000
|
|
||
6.75% senior notes
|
|
2021
|
|
|
300,000
|
|
|
300,000
|
|
||
4.75% senior notes
|
|
2022
|
|
|
250,000
|
|
|
250,000
|
|
||
5.625% senior notes
|
|
2027
|
|
|
550,000
|
|
|
—
|
|
||
Subordinated Notes
|
|
2043
|
|
|
402,500
|
|
|
402,500
|
|
||
GoZone Bonds
|
2038
|
thru
|
2041
|
|
365,440
|
|
|
365,440
|
|
||
Receivables Financing Agreement
|
|
2020
|
|
|
62,300
|
|
|
58,400
|
|
||
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
|
N/A
|
|
|
(10,492
|
)
|
|
(968
|
)
|
||
Total long-term debt
|
|
|
|
|
3,613,059
|
|
|
3,014,364
|
|
||
Less current portion
|
|
|
|
|
349,990
|
|
|
—
|
|
||
Long-term debt, less current portion
|
|
|
|
|
$
|
3,263,069
|
|
|
$
|
3,014,364
|
|
2018
|
$
|
350,000
|
|
2019
|
—
|
|
|
2020
|
1,405,611
|
|
|
2021
|
300,000
|
|
|
2022
|
250,000
|
|
|
Thereafter
|
1,317,940
|
|
|
Total repayments
|
3,623,551
|
|
|
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
(10,492
|
)
|
|
Total long-term debt
|
$
|
3,613,059
|
|
Date Issued
|
|
Maturity Date
|
|
Amount
Outstanding
|
|
Amount of
Letter of
Credit
|
|
Amount Received from
Trustee
|
|
Amount Remaining in
Trust (a)
|
|
Interest Rate (b)
|
|||||||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|||||||||||||||
June 26, 2008
|
|
June 1, 2038
|
|
$
|
55,440
|
|
|
$
|
56,169
|
|
|
$
|
55,440
|
|
|
$
|
—
|
|
|
1.8
|
%
|
July 15, 2010
|
|
July 1, 2040
|
|
100,000
|
|
|
101,315
|
|
|
100,000
|
|
|
—
|
|
|
1.7
|
%
|
||||
October 7, 2010
|
|
October 1, 2040
|
|
50,000
|
|
|
50,658
|
|
|
43,741
|
|
|
6,546
|
|
|
1.7
|
%
|
||||
December 29, 2010
|
|
December 1, 2040
|
|
85,000
|
|
|
86,118
|
|
|
49,782
|
|
|
35,997
|
|
|
1.7
|
%
|
||||
August 29, 2011
|
|
August 1, 2041
|
|
75,000
|
|
|
75,986
|
|
|
75,000
|
|
|
—
|
|
|
1.8
|
%
|
||||
|
|
Total
|
|
$
|
365,440
|
|
|
$
|
370,246
|
|
|
$
|
323,963
|
|
|
$
|
42,543
|
|
|
|
(a)
|
Amount remaining in trust includes accrued interest.
|
(b)
|
For the year ended December 31, 2017, our weighted-average interest rate on borrowings was
0.9%
.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Balance as of the beginning of year
|
$
|
5,120
|
|
|
$
|
7,667
|
|
Additions to accrual
|
3,186
|
|
|
870
|
|
||
Payments
|
(2,675
|
)
|
|
(3,302
|
)
|
||
Foreign currency translation
|
52
|
|
|
(115
|
)
|
||
Balance as of the end of year
|
$
|
5,683
|
|
|
$
|
5,120
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Accrued liabilities
|
$
|
3,054
|
|
|
$
|
3,281
|
|
Other long-term liabilities
|
2,629
|
|
|
1,839
|
|
||
Accruals for environmental matters
|
$
|
5,683
|
|
|
$
|
5,120
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
There-
after
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Operating leases
|
$
|
39,236
|
|
|
$
|
34,203
|
|
|
$
|
19,541
|
|
|
$
|
13,324
|
|
|
$
|
7,295
|
|
|
$
|
68,386
|
|
|
$
|
181,985
|
|
Purchase obligations
|
$
|
6,963
|
|
|
$
|
6,133
|
|
|
$
|
4,686
|
|
|
$
|
4,690
|
|
|
$
|
4,480
|
|
|
$
|
300
|
|
|
$
|
27,252
|
|
•
|
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, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
3,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,890
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(1,534
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,534
|
)
|
Commodity derivatives
|
(878
|
)
|
|
—
|
|
|
—
|
|
|
(878
|
)
|
||||
Interest rate swaps
|
—
|
|
|
(5,394
|
)
|
|
—
|
|
|
(5,394
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
(4,594
|
)
|
|
—
|
|
|
(4,594
|
)
|
||||
Total
|
$
|
(2,412
|
)
|
|
$
|
(9,988
|
)
|
|
$
|
—
|
|
|
$
|
(12,400
|
)
|
|
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, 2017
|
|
December 31, 2016
|
||||||||
|
Long-term Debt
|
|
Long-term Debt
|
|
Axeon Term Loan
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Fair value
|
$
|
3,677,622
|
|
|
$
|
3,084,762
|
|
|
$
|
110,000
|
|
Carrying amount
|
$
|
3,613,059
|
|
|
$
|
3,014,364
|
|
|
$
|
110,000
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
Balance Sheet Location
|
|
December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
|
|
|
(Thousands of Dollars)
|
||||||||||||||
Derivatives Designated as
Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
Other long-term assets, net
|
|
$
|
—
|
|
|
$
|
1,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
Accrued liabilities
|
|
—
|
|
|
144
|
|
|
(112
|
)
|
|
(3,566
|
)
|
||||
Interest rate swaps
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
(5,394
|
)
|
|
—
|
|
||||
Interest rate swaps
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
(4,594
|
)
|
|
(2,632
|
)
|
||||
Total
|
|
|
—
|
|
|
1,458
|
|
|
(10,100
|
)
|
|
(6,198
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Designated
as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
—
|
|
|
265
|
|
|
—
|
|
|
(110
|
)
|
||||
Commodity contracts
|
Accrued liabilities
|
|
742
|
|
|
9,128
|
|
|
(1,508
|
)
|
|
(10,758
|
)
|
||||
Total
|
|
|
742
|
|
|
9,393
|
|
|
(1,508
|
)
|
|
(10,868
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Derivatives
|
|
|
$
|
742
|
|
|
$
|
10,851
|
|
|
$
|
(11,608
|
)
|
|
$
|
(17,066
|
)
|
|
|
December 31,
|
||||||
Commodity Contracts
|
|
2017
|
|
2016
|
||||
|
|
(Thousands of Dollars)
|
||||||
Net amounts of assets presented in the consolidated balance sheets
|
|
$
|
—
|
|
|
$
|
155
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
|
$
|
(878
|
)
|
|
$
|
(5,052
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Fair Value Hedging Instruments:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in income on derivative
|
|
$
|
806
|
|
|
$
|
(11,254
|
)
|
|
$
|
21,589
|
|
(Loss) gain recognized in income on hedged item
|
|
(656
|
)
|
|
15,295
|
|
|
(18,047
|
)
|
|||
Gain recognized in income for ineffective portion
|
|
$
|
150
|
|
|
$
|
4,041
|
|
|
$
|
3,542
|
|
|
|
|
|
|
|
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in income on derivative
|
|
$
|
(668
|
)
|
|
$
|
225
|
|
|
$
|
2,208
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in other comprehensive (loss) income on
derivative (effective portion)
|
|
$
|
(8,670
|
)
|
|
$
|
(2,621
|
)
|
|
$
|
1,303
|
|
Loss reclassified from AOCI into interest expense, net
(effective portion)
|
|
(6,624
|
)
|
|
(8,331
|
)
|
|
(9,802
|
)
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Operating expenses
|
$
|
21,681
|
|
|
$
|
135,565
|
|
General and administrative expenses
|
$
|
10,493
|
|
|
$
|
66,769
|
|
Expenses included in discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
2
|
|
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 partners’ equity
|
2,664
|
|
|
Accumulated other comprehensive loss
|
4,201
|
|
|
Changes to our consolidated balance sheet
|
$
|
48,670
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
(Loss) gain from sale or disposition of assets
|
$
|
(4,984
|
)
|
|
$
|
(64
|
)
|
|
$
|
1,617
|
|
Impairment loss on Axeon Term Loan
|
—
|
|
|
(58,655
|
)
|
|
—
|
|
|||
Gain associated with Linden Acquisition
|
—
|
|
|
—
|
|
|
56,277
|
|
|||
Foreign exchange (losses) gains
|
(344
|
)
|
|
(660
|
)
|
|
3,891
|
|
|||
Other, net
|
34
|
|
|
596
|
|
|
37
|
|
|||
Other (expense) income, net
|
$
|
(5,294
|
)
|
|
$
|
(58,783
|
)
|
|
$
|
61,822
|
|
Units
|
|
Original
Issuance Date
|
|
Number of Units Issued and Outstanding
|
|
Price per Unit
|
|
Net Proceeds (in millions)
|
|
Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|
Fixed Distribution Rate per Unit per Annum
|
|
Optional Redemption Date/Date at Which Distribution Rate Becomes Floating
|
|
Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|||||||
Series A
Preferred Units
|
|
November 25, 2016
|
|
9,060,000
|
|
$
|
25.00
|
|
|
$
|
218.4
|
|
|
8.50
|
%
|
|
$
|
2.125
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B
Preferred Units
|
|
April 28, 2017
|
|
15,400,000
|
|
$
|
25.00
|
|
|
$
|
371.8
|
|
|
7.625
|
%
|
|
$
|
1.90625
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C
Preferred Units
|
|
November 30, 2017
|
|
6,900,000
|
|
$
|
25.00
|
|
|
$
|
166.7
|
|
|
9.00
|
%
|
|
$
|
2.25
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
|
Preferred Limited Partners
|
|
|
||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
Total
|
||||||||
Balance as of January 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of units
|
218,400
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
||||
Net income
|
1,925
|
|
|
—
|
|
|
—
|
|
|
1,925
|
|
||||
Distributions to partners
|
(1,925
|
)
|
|
—
|
|
|
—
|
|
|
(1,925
|
)
|
||||
Balance as of December 31, 2016
|
218,400
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
||||
Issuance of units
|
—
|
|
|
371,823
|
|
|
166,737
|
|
|
538,560
|
|
||||
Net income
|
19,253
|
|
|
19,815
|
|
|
1,380
|
|
|
40,448
|
|
||||
Distributions to partners
|
(19,253
|
)
|
|
(19,815
|
)
|
|
(1,380
|
)
|
|
(40,448
|
)
|
||||
Other
|
(93
|
)
|
|
(189
|
)
|
|
(75
|
)
|
|
(357
|
)
|
||||
Balance as of December 31, 2017
|
$
|
218,307
|
|
|
$
|
371,634
|
|
|
$
|
166,662
|
|
|
$
|
756,603
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Less preferred limited partner interest
|
40,448
|
|
|
1,925
|
|
|
—
|
|
|||
Less general partner incentive distribution
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Net income after general partner incentive distribution and preferred
limited partner interest
|
61,847
|
|
|
104,671
|
|
|
263,500
|
|
|||
General partner interest allocation
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
General partner interest allocation of net income
|
1,237
|
|
|
2,091
|
|
|
5,270
|
|
|||
General partner incentive distribution
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Net income applicable to general partner
|
$
|
46,906
|
|
|
$
|
45,498
|
|
|
$
|
48,490
|
|
|
|
Percentage of Distribution
|
||
Quarterly Distribution Amount per Common Unit
|
|
Common
Unitholders
|
|
General Partner
Including Incentive Distributions
|
Up to $0.60
|
|
98%
|
|
2%
|
Above $0.60 up to $0.66
|
|
90%
|
|
10%
|
Above $0.66
|
|
75%
|
|
25%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
9,252
|
|
|
$
|
7,877
|
|
|
$
|
7,844
|
|
General partner incentive distribution
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Total general partner distribution
|
54,921
|
|
|
51,284
|
|
|
51,064
|
|
|||
Common limited partners’ distribution
|
407,681
|
|
|
342,598
|
|
|
341,140
|
|
|||
Total cash distributions
|
$
|
462,602
|
|
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2017 (a)
|
|
$
|
1.095
|
|
|
$
|
115,267
|
|
|
February 8, 2018
|
|
February 13, 2018
|
September 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,084
|
|
|
November 9, 2017
|
|
November 14, 2017
|
June 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,083
|
|
|
August 7, 2017
|
|
August 11, 2017
|
March 31, 2017
|
|
$
|
1.095
|
|
|
$
|
117,168
|
|
|
May 8, 2017
|
|
May 12, 2017
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
Period
|
|
Cash
Distributions
Per Unit
|
|
Total Cash
Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
Series A Preferred Units:
|
|
|
|
|
|
|
|
|
||||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
December 1, 2017
|
|
December 15, 2017
|
June 15, 2017 - September 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
September 1, 2017
|
|
September 15, 2017
|
March 15, 2017 - June 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
June 1, 2017
|
|
June 15, 2017
|
November 25, 2016 - March 14, 2017
|
|
$
|
0.64930556
|
|
|
$
|
5,883
|
|
|
March 1, 2017
|
|
March 15, 2017
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Units:
|
|
|
|
|
|
|
|
|
||||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.47657
|
|
|
$
|
7,339
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.47657
|
|
|
$
|
7,339
|
|
|
December 1, 2017
|
|
December 15, 2017
|
April 28, 2017 - September 14, 2017
|
|
$
|
0.725434028
|
|
|
$
|
11,172
|
|
|
September 1, 2017
|
|
September 15, 2017
|
|
|
|
|
|
|
|
|
|
||||
Series C Preferred Units:
|
|
|
|
|
|
|
|
|
||||
November 30, 2017 - March 14, 2018 (a)
|
|
$
|
0.65625
|
|
|
$
|
4,528
|
|
|
March 1, 2018
|
|
March 15, 2018
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
|
Foreign
Currency
Translation
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement
Benefits
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balance as of January 1, 2015
|
$
|
(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
|
)
|
||||
Other comprehensive income (loss) before
reclassification adjustments
|
17,466
|
|
|
(8,670
|
)
|
|
(4,641
|
)
|
|
4,155
|
|
||||
Net gain on pension costs reclassified into operating
expense |
—
|
|
|
—
|
|
|
(1,143
|
)
|
|
(1,143
|
)
|
||||
Net gain on pension costs reclassified into general and
administrative expense |
—
|
|
|
—
|
|
|
(386
|
)
|
|
(386
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
6,624
|
|
|
—
|
|
|
6,624
|
|
||||
Other comprehensive income (loss)
|
17,466
|
|
|
(2,046
|
)
|
|
(6,170
|
)
|
|
9,250
|
|
||||
Balance as of December 31, 2017
|
$
|
(51,603
|
)
|
|
$
|
(24,304
|
)
|
|
$
|
(9,020
|
)
|
|
$
|
(84,927
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Less: Distributions to general partner (including incentive
distribution rights)
|
54,921
|
|
|
51,284
|
|
|
51,064
|
|
|||
Less: Distributions to common limited partners
|
407,681
|
|
|
342,598
|
|
|
341,140
|
|
|||
Less: Distributions to preferred limited partners
|
40,448
|
|
|
1,925
|
|
|
—
|
|
|||
Less: Distribution equivalent rights to restricted units
|
2,965
|
|
|
2,697
|
|
|
—
|
|
|||
Distributions in excess of earnings
|
$
|
(358,051
|
)
|
|
$
|
(248,501
|
)
|
|
$
|
(85,484
|
)
|
|
|
|
|
|
|
||||||
Net income attributable to common units:
|
|
|
|
|
|
||||||
Distributions to common limited partners
|
$
|
407,681
|
|
|
$
|
342,598
|
|
|
$
|
341,140
|
|
Allocation of distributions in excess of earnings
|
(350,890
|
)
|
|
(243,530
|
)
|
|
(83,774
|
)
|
|||
Total
|
$
|
56,791
|
|
|
$
|
99,068
|
|
|
$
|
257,366
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
88,825,964
|
|
|
78,080,484
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted common units outstanding:
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
88,825,964
|
|
|
78,080,484
|
|
|
77,886,078
|
|
|||
Effect of dilutive potential common units
|
—
|
|
|
32,518
|
|
|
—
|
|
|||
Diluted weighted-average common units outstanding
|
88,825,964
|
|
|
78,113,002
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per common unit
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(865
|
)
|
|
$
|
(23,234
|
)
|
|
$
|
67,257
|
|
Receivable from related parties
|
112
|
|
|
(317
|
)
|
|
—
|
|
|||
Inventories
|
11,936
|
|
|
940
|
|
|
16,776
|
|
|||
Other current assets
|
3,393
|
|
|
8,128
|
|
|
4,414
|
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
(30,409
|
)
|
|
14,071
|
|
|
(32,152
|
)
|
|||
Payable to related party, net
|
—
|
|
|
894
|
|
|
(872
|
)
|
|||
Accrued interest payable
|
6,489
|
|
|
(256
|
)
|
|
941
|
|
|||
Accrued liabilities
|
(11,157
|
)
|
|
161
|
|
|
(7,834
|
)
|
|||
Taxes other than income tax
|
(3,529
|
)
|
|
2,690
|
|
|
(1,522
|
)
|
|||
Income tax payable
|
(2,463
|
)
|
|
639
|
|
|
3,551
|
|
|||
Changes in current assets and current liabilities
|
$
|
(26,493
|
)
|
|
$
|
3,716
|
|
|
$
|
50,559
|
|
•
|
current assets and current liabilities acquired and disposed of 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;
|
•
|
changes in the fair values of our interest rate swap agreements;
|
•
|
reclassification of our 7.65% senior notes due April 15, 2018 from long-term debt to current portion of long-term debt; and
|
•
|
non-cash related party transactions associated with the Employee Transfer (see Note 17 for further information).
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest, net of amount capitalized
|
$
|
158,089
|
|
|
$
|
142,663
|
|
|
$
|
133,388
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
11,338
|
|
|
$
|
11,847
|
|
|
$
|
9,971
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, January 1
|
$
|
127,402
|
|
|
$
|
109,202
|
|
|
$
|
11,061
|
|
|
$
|
10,042
|
|
Service cost
|
8,955
|
|
|
7,703
|
|
|
456
|
|
|
419
|
|
||||
Interest cost
|
4,507
|
|
|
4,023
|
|
|
430
|
|
|
401
|
|
||||
Benefits paid
|
(5,941
|
)
|
|
(2,554
|
)
|
|
(342
|
)
|
|
(422
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
215
|
|
|
253
|
|
||||
Actuarial loss
|
14,894
|
|
|
9,028
|
|
|
590
|
|
|
368
|
|
||||
Benefit obligation, December 31
|
$
|
149,817
|
|
|
$
|
127,402
|
|
|
$
|
12,410
|
|
|
$
|
11,061
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, January 1
|
$
|
107,644
|
|
|
$
|
87,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
17,070
|
|
|
6,891
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
11,105
|
|
|
15,601
|
|
|
127
|
|
|
169
|
|
||||
Benefits paid
|
(5,941
|
)
|
|
(2,554
|
)
|
|
(342
|
)
|
|
(422
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
215
|
|
|
253
|
|
||||
Plan assets at fair value, December 31
|
$
|
129,878
|
|
|
$
|
107,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at December 31
|
$
|
129,878
|
|
|
$
|
107,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Less: Benefit obligation at December 31
|
149,817
|
|
|
127,402
|
|
|
12,410
|
|
|
11,061
|
|
||||
Funded status at December 31
|
$
|
(19,939
|
)
|
|
$
|
(19,758
|
)
|
|
$
|
(12,410
|
)
|
|
$
|
(11,061
|
)
|
Amounts recognized in the consolidated balance sheets (a):
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(210
|
)
|
|
$
|
(162
|
)
|
|
$
|
(376
|
)
|
|
$
|
(321
|
)
|
Other long-term liabilities
|
(19,729
|
)
|
|
(19,596
|
)
|
|
(12,034
|
)
|
|
(10,740
|
)
|
||||
Net pension liability
|
$
|
(19,939
|
)
|
|
$
|
(19,758
|
)
|
|
$
|
(12,410
|
)
|
|
$
|
(11,061
|
)
|
(a)
|
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
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Service cost
|
$
|
8,955
|
|
|
$
|
7,703
|
|
|
$
|
7,676
|
|
|
$
|
456
|
|
|
$
|
419
|
|
|
$
|
470
|
|
Interest cost
|
4,507
|
|
|
4,023
|
|
|
4,389
|
|
|
430
|
|
|
401
|
|
|
448
|
|
||||||
Expected return on plan assets
|
(6,411
|
)
|
|
(5,407
|
)
|
|
(5,018
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(2,059
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,484
|
|
|
1,091
|
|
|
1,845
|
|
|
191
|
|
|
181
|
|
|
269
|
|
||||||
Net periodic benefit cost (income)
|
$
|
6,476
|
|
|
$
|
5,347
|
|
|
$
|
6,829
|
|
|
$
|
(68
|
)
|
|
$
|
(144
|
)
|
|
$
|
42
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Net unrecognized (loss) gain arising during the year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial (loss) gain
|
$
|
(4,235
|
)
|
|
$
|
(7,544
|
)
|
|
$
|
1,000
|
|
|
$
|
(590
|
)
|
|
$
|
(368
|
)
|
|
$
|
1,056
|
|
Net (gain) loss reclassified into income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service credit
|
(2,059
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,484
|
|
|
1,091
|
|
|
1,845
|
|
|
191
|
|
|
181
|
|
|
269
|
|
||||||
Net gain reclassified into income
|
(575
|
)
|
|
(972
|
)
|
|
(218
|
)
|
|
(954
|
)
|
|
(964
|
)
|
|
(876
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
162
|
|
|
57
|
|
|
(362
|
)
|
|
22
|
|
|
3
|
|
|
(382
|
)
|
||||||
Total changes to other
comprehensive (loss) income
|
$
|
(4,648
|
)
|
|
$
|
(8,459
|
)
|
|
$
|
420
|
|
|
$
|
(1,522
|
)
|
|
$
|
(1,329
|
)
|
|
$
|
(202
|
)
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Unrecognized actuarial loss
|
$
|
(31,178
|
)
|
|
$
|
(28,427
|
)
|
|
$
|
(4,154
|
)
|
|
$
|
(3,755
|
)
|
Prior service credit
|
16,604
|
|
|
18,663
|
|
|
9,464
|
|
|
10,609
|
|
||||
Deferred tax asset
|
219
|
|
|
57
|
|
|
25
|
|
|
3
|
|
||||
Accumulated other comprehensive (loss) income,
net of tax
|
$
|
(14,355
|
)
|
|
$
|
(9,707
|
)
|
|
$
|
5,335
|
|
|
$
|
6,857
|
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
Actuarial loss
|
$
|
2,174
|
|
|
$
|
214
|
|
Prior service credit
|
$
|
(2,057
|
)
|
|
$
|
(1,145
|
)
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
381
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
75,353
|
|
|
—
|
|
|
75,353
|
|
||||
International stock index fund (b)
|
14,480
|
|
|
—
|
|
|
—
|
|
|
14,480
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
39,664
|
|
|
—
|
|
|
—
|
|
|
39,664
|
|
||||
Total
|
$
|
54,525
|
|
|
$
|
75,353
|
|
|
$
|
—
|
|
|
$
|
129,878
|
|
|
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
|
|
(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)
|
||||||
2018
|
$
|
8,823
|
|
|
$
|
376
|
|
2019
|
$
|
9,699
|
|
|
$
|
416
|
|
2020
|
$
|
10,432
|
|
|
$
|
434
|
|
2021
|
$
|
11,050
|
|
|
$
|
464
|
|
2022
|
$
|
11,650
|
|
|
$
|
497
|
|
Years 2023-2027
|
$
|
64,799
|
|
|
$
|
3,090
|
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
3.72
|
%
|
|
4.33
|
%
|
|
3.82
|
%
|
|
4.49
|
%
|
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,
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
4.33
|
%
|
|
4.61
|
%
|
|
4.22
|
%
|
|
4.49
|
%
|
|
4.75
|
%
|
|
4.34
|
%
|
Expected long-term rate of
return on plan assets
|
6.00
|
%
|
|
6.25
|
%
|
|
6.50
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||
Health care cost trend rate assumed for next year
|
6.84
|
%
|
|
6.84
|
%
|
Rate to which the cost trend rate was assumed to decrease (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2028
|
|
|
2028
|
|
|
Units Outstanding December 31,
|
|
Transferred Units
|
|
Compensation Expense Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
March 1, 2016
|
|
2017
|
|
2016
|
|||||||
|
|
|
|
|
|
|
(Thousands of Dollars)
|
|||||||||
Restricted Units:
|
|
|
|
|
|
|
|
|
|
|||||||
Domestic employees
|
736,746
|
|
|
647,340
|
|
|
586,524
|
|
|
$
|
7,881
|
|
|
$
|
5,980
|
|
Non-employee directors (NEDs)
|
27,097
|
|
|
18,134
|
|
|
17,629
|
|
|
251
|
|
|
388
|
|
||
International employees
|
58,107
|
|
|
50,609
|
|
|
49,121
|
|
|
595
|
|
|
715
|
|
||
Performance Units
|
80,961
|
|
|
77,014
|
|
|
77,014
|
|
|
—
|
|
|
1,211
|
|
||
Total
|
902,911
|
|
|
793,097
|
|
|
730,288
|
|
|
$
|
8,727
|
|
|
$
|
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
|
|
|
Granted
|
307,009
|
|
|
29.56
|
|
|
17,110
|
|
|
24,533
|
|
|
Vested
|
(201,466
|
)
|
|
38.74
|
|
|
(8,147
|
)
|
|
(16,440
|
)
|
|
Forfeited
|
(16,137
|
)
|
|
40.00
|
|
|
—
|
|
|
(595
|
)
|
|
Nonvested units as of December 31, 2017
|
736,746
|
|
|
$
|
35.95
|
|
|
27,097
|
|
|
58,107
|
|
|
|
|
Granted for Accounting Purposes
|
||||||
|
Total Performance
Units Awarded
|
|
Performance Units
|
|
Weighted-Average Grant Date Fair Value per Unit
|
||||
Outstanding as of January 1, 2017
|
77,014
|
|
|
35,373
|
|
|
$
|
31.75
|
|
Granted
|
39,320
|
|
|
38,865
|
|
|
50.04
|
|
|
Vested
|
(35,373
|
)
|
|
(35,373
|
)
|
|
31.75
|
|
|
Outstanding as of December 31, 2017
|
80,961
|
|
|
38,865
|
|
|
$
|
50.04
|
|
|
Vested Units
|
|
Actual Conversion Rate
|
|
Gross Number of Units Issued
|
|||
2014 awards
|
9,613
|
|
|
150
|
%
|
|
14,420
|
|
2015 awards
|
9,878
|
|
|
150
|
%
|
|
14,818
|
|
2016 awards
|
15,882
|
|
|
150
|
%
|
|
23,825
|
|
Total
|
35,373
|
|
|
|
|
53,063
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
3,117
|
|
|
$
|
2,280
|
|
|
$
|
908
|
|
Foreign
|
6,335
|
|
|
6,329
|
|
|
9,820
|
|
|||
Foreign withholding tax
|
479
|
|
|
3,833
|
|
|
1,926
|
|
|||
Total current
|
9,931
|
|
|
12,442
|
|
|
12,654
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
1,468
|
|
|
2,680
|
|
|
1,022
|
|
|||
Foreign
|
(1,065
|
)
|
|
(1,122
|
)
|
|
(1,464
|
)
|
|||
Foreign withholding tax
|
(397
|
)
|
|
(2,027
|
)
|
|
2,500
|
|
|||
Total deferred
|
6
|
|
|
(469
|
)
|
|
2,058
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
9,937
|
|
|
$
|
11,973
|
|
|
$
|
14,712
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
20,688
|
|
|
$
|
31,539
|
|
Employee benefits
|
483
|
|
|
697
|
|
||
Environmental and legal reserves
|
185
|
|
|
148
|
|
||
Allowance for bad debt
|
1,982
|
|
|
2,697
|
|
||
Other
|
2,050
|
|
|
1,697
|
|
||
Total deferred income tax assets
|
25,388
|
|
|
36,778
|
|
||
Less: Valuation allowance
|
(11,251
|
)
|
|
(12,759
|
)
|
||
Net deferred income tax assets
|
14,137
|
|
|
24,019
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(36,176
|
)
|
|
(43,788
|
)
|
||
Foreign withholding tax
|
—
|
|
|
(384
|
)
|
||
Total deferred income tax liabilities
|
(36,176
|
)
|
|
(44,172
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(22,039
|
)
|
|
$
|
(20,153
|
)
|
|
|
|
|
||||
Reported on the consolidated balance sheets as:
|
|
|
|
||||
Deferred income tax asset
|
$
|
233
|
|
|
$
|
2,051
|
|
Deferred income tax liability
|
(22,272
|
)
|
|
(22,204
|
)
|
||
Net deferred income tax liability
|
$
|
(22,039
|
)
|
|
$
|
(20,153
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
516,288
|
|
|
$
|
485,650
|
|
|
$
|
508,522
|
|
Storage:
|
|
|
|
|
|
||||||
Third parties
|
604,847
|
|
|
589,098
|
|
|
599,302
|
|
|||
Intersegment
|
12,106
|
|
|
20,944
|
|
|
25,606
|
|
|||
Total storage
|
616,953
|
|
|
610,042
|
|
|
624,908
|
|
|||
Fuels marketing
|
692,884
|
|
|
681,934
|
|
|
976,216
|
|
|||
Consolidation and intersegment eliminations
|
(12,106
|
)
|
|
(20,944
|
)
|
|
(25,606
|
)
|
|||
Total revenues
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
128,061
|
|
|
$
|
89,554
|
|
|
$
|
84,951
|
|
Storage
|
127,473
|
|
|
118,663
|
|
|
116,768
|
|
|||
Total segment depreciation and amortization expense
|
255,534
|
|
|
208,217
|
|
|
201,719
|
|
|||
Other depreciation and amortization expense
|
8,698
|
|
|
8,519
|
|
|
8,491
|
|
|||
Total depreciation and amortization expense
|
$
|
264,232
|
|
|
$
|
216,736
|
|
|
$
|
210,210
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
231,795
|
|
|
$
|
248,238
|
|
|
$
|
270,349
|
|
Storage
|
219,439
|
|
|
214,801
|
|
|
217,818
|
|
|||
Fuels marketing
|
5,983
|
|
|
3,406
|
|
|
13,507
|
|
|||
Consolidation and intersegment eliminations
|
(1
|
)
|
|
—
|
|
|
42
|
|
|||
Total segment operating income
|
457,216
|
|
|
466,445
|
|
|
501,716
|
|
|||
General and administrative expenses
|
112,240
|
|
|
98,817
|
|
|
102,521
|
|
|||
Other depreciation and amortization expense
|
8,698
|
|
|
8,519
|
|
|
8,491
|
|
|||
Total operating income
|
$
|
336,278
|
|
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
United States
|
$
|
1,406,626
|
|
|
$
|
1,352,936
|
|
|
$
|
1,599,088
|
|
Netherlands
|
322,251
|
|
|
313,395
|
|
|
386,282
|
|
|||
Other
|
85,142
|
|
|
90,351
|
|
|
98,670
|
|
|||
Consolidated revenues
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
United States
|
$
|
3,519,965
|
|
|
$
|
3,086,337
|
|
Netherlands
|
572,817
|
|
|
469,061
|
|
||
Other
|
208,151
|
|
|
166,885
|
|
||
Consolidated long-lived assets
|
$
|
4,300,933
|
|
|
$
|
3,722,283
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Pipeline
|
$
|
3,492,417
|
|
|
$
|
2,024,633
|
|
Storage
|
2,735,563
|
|
|
2,522,586
|
|
||
Fuels marketing
|
118,746
|
|
|
168,347
|
|
||
Total segment assets
|
6,346,726
|
|
|
4,715,566
|
|
||
Other partnership assets
|
188,507
|
|
|
314,979
|
|
||
Total consolidated assets
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Pipeline
|
$
|
1,596,311
|
|
|
$
|
88,373
|
|
|
$
|
175,657
|
|
Storage
|
244,398
|
|
|
206,641
|
|
|
285,258
|
|
|||
Other partnership assets
|
5,648
|
|
|
5,001
|
|
|
9,957
|
|
|||
Total capital expenditures
|
$
|
1,846,357
|
|
|
$
|
300,015
|
|
|
$
|
470,872
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
885
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
23,378
|
|
|
$
|
—
|
|
|
$
|
24,292
|
|
Receivables, net
|
—
|
|
|
280
|
|
|
—
|
|
|
176,495
|
|
|
—
|
|
|
176,775
|
|
||||||
Inventories
|
—
|
|
|
1,686
|
|
|
8,611
|
|
|
16,560
|
|
|
—
|
|
|
26,857
|
|
||||||
Other current assets
|
61
|
|
|
11,412
|
|
|
4,191
|
|
|
6,844
|
|
|
—
|
|
|
22,508
|
|
||||||
Intercompany receivable
|
—
|
|
|
3,112,164
|
|
|
—
|
|
|
—
|
|
|
(3,112,164
|
)
|
|
—
|
|
||||||
Total current assets
|
946
|
|
|
3,125,571
|
|
|
12,802
|
|
|
223,277
|
|
|
(3,112,164
|
)
|
|
250,432
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,893,720
|
|
|
591,070
|
|
|
1,816,143
|
|
|
—
|
|
|
4,300,933
|
|
||||||
Intangible assets, net
|
—
|
|
|
58,530
|
|
|
—
|
|
|
725,949
|
|
|
—
|
|
|
784,479
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
777,370
|
|
|
—
|
|
|
1,097,475
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,891,371
|
|
|
24,162
|
|
|
1,301,717
|
|
|
790,882
|
|
|
(5,008,132
|
)
|
|
—
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|
233
|
|
||||||
Other long-term assets, net
|
303
|
|
|
65,684
|
|
|
27,493
|
|
|
8,201
|
|
|
—
|
|
|
101,681
|
|
||||||
Total assets
|
$
|
2,892,620
|
|
|
$
|
5,317,120
|
|
|
$
|
2,103,734
|
|
|
$
|
4,342,055
|
|
|
$
|
(8,120,296
|
)
|
|
$
|
6,535,233
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
349,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
349,990
|
|
Payables
|
4,078
|
|
|
27,642
|
|
|
13,160
|
|
|
101,052
|
|
|
—
|
|
|
145,932
|
|
||||||
Short-term debt
|
—
|
|
|
35,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
40,402
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
40,449
|
|
||||||
Accrued liabilities
|
1,105
|
|
|
17,628
|
|
|
9,450
|
|
|
33,395
|
|
|
—
|
|
|
61,578
|
|
||||||
Taxes other than income tax
|
125
|
|
|
7,110
|
|
|
3,794
|
|
|
3,356
|
|
|
—
|
|
|
14,385
|
|
||||||
Income tax payable
|
—
|
|
|
732
|
|
|
4
|
|
|
3,436
|
|
|
—
|
|
|
4,172
|
|
||||||
Intercompany payable
|
322,296
|
|
|
—
|
|
|
1,277,691
|
|
|
1,512,177
|
|
|
(3,112,164
|
)
|
|
—
|
|
||||||
Total current liabilities
|
327,604
|
|
|
478,504
|
|
|
1,304,099
|
|
|
1,653,463
|
|
|
(3,112,164
|
)
|
|
651,506
|
|
||||||
Long-term debt, less current portion
|
—
|
|
|
3,201,220
|
|
|
—
|
|
|
61,849
|
|
|
—
|
|
|
3,263,069
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,262
|
|
|
12
|
|
|
20,998
|
|
|
—
|
|
|
22,272
|
|
||||||
Other long-term liabilities
|
—
|
|
|
58,806
|
|
|
8,861
|
|
|
50,630
|
|
|
—
|
|
|
118,297
|
|
||||||
Total partners’ equity
|
2,565,016
|
|
|
1,577,328
|
|
|
790,762
|
|
|
2,555,115
|
|
|
(5,008,132
|
)
|
|
2,480,089
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
2,892,620
|
|
|
$
|
5,317,120
|
|
|
$
|
2,103,734
|
|
|
$
|
4,342,055
|
|
|
$
|
(8,120,296
|
)
|
|
$
|
6,535,233
|
|
|
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
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
496,454
|
|
|
$
|
221,125
|
|
|
$
|
1,097,458
|
|
|
$
|
(1,018
|
)
|
|
$
|
1,814,019
|
|
Costs and expenses
|
1,868
|
|
|
317,871
|
|
|
146,243
|
|
|
1,012,777
|
|
|
(1,018
|
)
|
|
1,477,741
|
|
||||||
Operating (loss) income
|
(1,868
|
)
|
|
178,583
|
|
|
74,882
|
|
|
84,681
|
|
|
—
|
|
|
336,278
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
149,775
|
|
|
(10,616
|
)
|
|
89,405
|
|
|
158,700
|
|
|
(387,264
|
)
|
|
—
|
|
||||||
Interest income (expense), net
|
57
|
|
|
(176,897
|
)
|
|
(5,587
|
)
|
|
9,344
|
|
|
—
|
|
|
(173,083
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
145
|
|
|
3
|
|
|
(5,442
|
)
|
|
—
|
|
|
(5,294
|
)
|
||||||
Income (loss) before income tax
(benefit) expense
|
147,964
|
|
|
(8,785
|
)
|
|
158,703
|
|
|
247,283
|
|
|
(387,264
|
)
|
|
157,901
|
|
||||||
Income tax (benefit) expense
|
—
|
|
|
(820
|
)
|
|
2
|
|
|
10,755
|
|
|
—
|
|
|
9,937
|
|
||||||
Net income (loss)
|
$
|
147,964
|
|
|
$
|
(7,965
|
)
|
|
$
|
158,701
|
|
|
$
|
236,528
|
|
|
$
|
(387,264
|
)
|
|
$
|
147,964
|
|
|
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
|
||||||||||||
Net income (loss)
|
$
|
147,964
|
|
|
$
|
(7,965
|
)
|
|
$
|
158,701
|
|
|
$
|
236,528
|
|
|
$
|
(387,264
|
)
|
|
$
|
147,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
17,466
|
|
|
—
|
|
|
17,466
|
|
||||||
Net loss on pension and other postretirement benefit adjustments, net of tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,170
|
)
|
|
—
|
|
|
(6,170
|
)
|
||||||
Net loss on cash flow hedges
|
—
|
|
|
(2,046
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,046
|
)
|
||||||
Total other comprehensive
(loss) income
|
—
|
|
|
(2,046
|
)
|
|
—
|
|
|
11,296
|
|
|
—
|
|
|
9,250
|
|
||||||
Comprehensive income (loss)
|
$
|
147,964
|
|
|
$
|
(10,011
|
)
|
|
$
|
158,701
|
|
|
$
|
247,824
|
|
|
$
|
(387,264
|
)
|
|
$
|
157,214
|
|
|
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 benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(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 cash provided by operating
activities
|
$
|
483,481
|
|
|
$
|
152,101
|
|
|
$
|
102,405
|
|
|
$
|
405,950
|
|
|
$
|
(737,138
|
)
|
|
$
|
406,799
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(47,600
|
)
|
|
(35,041
|
)
|
|
(301,997
|
)
|
|
—
|
|
|
(384,638
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(1,988
|
)
|
|
5,964
|
|
|
32,927
|
|
|
—
|
|
|
36,903
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,461,719
|
)
|
|
—
|
|
|
(1,461,719
|
)
|
||||||
Proceeds from Axeon term loan
|
—
|
|
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
||||||
Proceeds from insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
977
|
|
|
—
|
|
|
977
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
1,955
|
|
|
18
|
|
|
63
|
|
|
—
|
|
|
2,036
|
|
||||||
Investment in subsidiaries
|
(1,262,000
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
1,262,126
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
(1,262,000
|
)
|
|
62,367
|
|
|
(29,059
|
)
|
|
(1,729,875
|
)
|
|
1,262,126
|
|
|
(1,696,441
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
2,969,400
|
|
|
—
|
|
|
90,700
|
|
|
—
|
|
|
3,060,100
|
|
||||||
Debt repayments
|
—
|
|
|
(2,400,739
|
)
|
|
—
|
|
|
(86,800
|
)
|
|
—
|
|
|
(2,487,539
|
)
|
||||||
Issuance of preferred units, net of issuance costs
|
538,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
538,560
|
|
||||||
Issuance of common units, net of
issuance costs
|
643,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
643,878
|
|
||||||
General partner contribution
|
13,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,737
|
|
||||||
Distributions to preferred unitholders
|
(38,833
|
)
|
|
(19,417
|
)
|
|
(19,416
|
)
|
|
(19,418
|
)
|
|
58,251
|
|
|
(38,833
|
)
|
||||||
Distributions to common unitholders
and general partner
|
(446,306
|
)
|
|
(223,153
|
)
|
|
(223,153
|
)
|
|
(223,176
|
)
|
|
669,482
|
|
|
(446,306
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
1,262,000
|
|
|
—
|
|
|
(9,279
|
)
|
|
(1,252,721
|
)
|
|
—
|
|
||||||
Net intercompany activity
|
73,206
|
|
|
(1,801,218
|
)
|
|
169,223
|
|
|
1,558,789
|
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(5,708
|
)
|
|
(1,317
|
)
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(7,325
|
)
|
||||||
Net cash provided by (used in)
financing activities
|
778,534
|
|
|
(214,444
|
)
|
|
(73,346
|
)
|
|
1,310,516
|
|
|
(524,988
|
)
|
|
1,276,272
|
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1,720
|
|
|
—
|
|
|
1,720
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
15
|
|
|
24
|
|
|
—
|
|
|
(11,689
|
)
|
|
—
|
|
|
(11,650
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
870
|
|
|
5
|
|
|
—
|
|
|
35,067
|
|
|
—
|
|
|
35,942
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
885
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
23,378
|
|
|
$
|
—
|
|
|
$
|
24,292
|
|
|
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 preferred units, net of
issuance costs |
218,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
||||||
Issuance of common units, net of
issuance costs |
27,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,710
|
|
||||||
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 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
|
)
|
||||||
Proceeds from insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
4,867
|
|
|
—
|
|
|
4,867
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
10,320
|
|
|
22
|
|
|
6,790
|
|
|
—
|
|
|
17,132
|
|
||||||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,564
|
)
|
|
—
|
|
|
(3,564
|
)
|
||||||
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
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
487,430
|
|
|
$
|
435,488
|
|
|
$
|
440,566
|
|
|
$
|
450,535
|
|
|
$
|
1,814,019
|
|
Operating income
|
$
|
97,139
|
|
|
$
|
73,404
|
|
|
$
|
91,717
|
|
|
$
|
74,018
|
|
|
$
|
336,278
|
|
Net income
|
$
|
57,940
|
|
|
$
|
26,250
|
|
|
$
|
38,592
|
|
|
$
|
25,182
|
|
|
$
|
147,964
|
|
Basic and diluted net income per common unit
|
$
|
0.49
|
|
|
$
|
0.05
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
0.64
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
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
|
|
81
|
|
Chairman of the Board
|
Bradley C. Barron
|
|
52
|
|
President, Chief Executive Officer and Director
|
J. Dan Bates
|
|
73
|
|
Director
|
Dan J. Hill
|
|
77
|
|
Director
|
Robert J. Munch
|
|
66
|
|
Director
|
W. Grady Rosier
|
|
69
|
|
Director
|
Mary Rose Brown
|
|
61
|
|
Executive Vice President and Chief Administrative Officer
|
Thomas R. Shoaf
|
|
59
|
|
Executive Vice President and Chief Financial Officer
|
Jorge A. del Alamo
|
|
48
|
|
Senior Vice President and Controller
|
Daniel S. Oliver
|
|
51
|
|
Senior Vice President-Marketing and Business Development
|
Amy L. Perry
|
|
49
|
|
Senior Vice President, General Counsel-Corporate & Commercial Law and Corporate Secretary
|
Karen M. Thompson
|
|
50
|
|
Senior Vice President and General Counsel-Litigation, Regulatory & Environmental
|
Michael Truby
|
|
58
|
|
Senior Vice President-Operations
|
•
|
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;
|
•
|
Daniel S. Oliver, Senior Vice President-Marketing and Business Development; and
|
•
|
Michael Truby, Senior Vice President-Operations.
|
•
|
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. Andeavor Logistics LP (previously known as Tesoro Logistics LP)
|
ANDX
|
2. Arc Logistics Partners LP
|
ARCX
|
3. Boardwalk Pipeline Partners, LP
|
BWP
|
4. Buckeye Partners, L.P.
|
BPL
|
5. Enable Midstream Partners, LP
|
ENBL
|
6. Enbridge Energy Partners, L.P.
|
EEP
|
7. Energy Transfer Partners, L.P.
|
ETP
|
8. EnLink Midstream Partners, LP
|
ENLK
|
9. Enterprise Products Partners L.P.
|
EPD
|
10. Genesis Energy, L.P.
|
GEL
|
11. Holly Energy Partners, L.P.
|
HEP
|
12. Magellan Midstream Partners, L.P.
|
MMP
|
13. MPLX LP
|
MPLX
|
14. Phillips 66 Partners LP
|
PSXP
|
15. Plains All American Pipeline, L.P.
|
PAA
|
16. Valero Energy Partners LP
|
VLP
|
Company
|
Ticker
|
1. Boardwalk Pipeline Partners, LP
|
BWP
|
2. Buckeye Partners, L.P.
|
BPL
|
3. Calumet Specialty Products Partners, L.P.
|
CLMT
|
4. Enable Midstream Partners, LP
|
ENBL
|
5. Enbridge Energy Partners, L.P./Enbridge Energy Management, L.L.C.
|
EEP/EEQ
|
6. Energy Transfer Partners, L.P. /Energy Transfer Equity, L.P.
(1)
|
ETP/ETE
|
7. EnLink Midstream Partners, LP/EnLink Midstream, LLC
|
ENLK/ENLC
|
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. ONEOK, Inc. (includes operations of ONEOK Partners, L.P.)
|
OKE
|
14. SemGroup Corporation
|
SEMG
|
15. Sunoco Logistics Partners L.P.
(1)
|
SXL
|
16. Targa Resources Corp. (includes operations of Targa Resources Partners LP)
|
TRGP
|
(1)
|
Although Energy Transfer Partners, L.P. and Sunoco Logistics Partners L.P. merged in April 2017, both entities are listed as separate peer companies in the Current Compensation Comparative Group because their executive compensation for the year ended December 31, 2016 was publicly disclosed separately and considered along with the compensation of the other peer companies as part of the evaluation of our 2017 compensation.
|
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 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 performance
|
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, 2017 ($)
|
July 1, 2017 Increase to Prior Annualized Salary ($)
|
||||||
Barron
|
592,250
|
|
|
|
17,250
|
|
|
|
Shoaf
|
360,200
|
|
|
|
10,500
|
|
|
|
Brown
|
388,000
|
|
|
|
11,300
|
|
|
|
Oliver
|
328,000
|
|
|
|
9,700
|
|
|
|
Truby
|
305,000
|
|
|
|
24,400
|
|
|
|
•
|
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)
|
Barron
|
100
|
Shoaf
|
60
|
Brown
|
60
|
Oliver
|
55
|
Truby
|
55
|
Name
|
Long-Term Incentive Target
(% of base salary)
|
Barron
|
250
|
Shoaf
|
180
|
Brown
|
180
|
Oliver
|
125
|
Truby
|
125
|
•
|
35% performance units; and
|
•
|
65% restricted units.
|
Name
|
Restricted Units Granted in 2017
|
|
NuStar Energy
|
NuStar GP Holdings
|
|
Barron
|
16,660
|
13,315
|
Shoaf
|
7,295
|
5,830
|
Brown
|
7,860
|
6,280
|
Oliver
|
4,615
|
3,690
|
Truby
|
4,290
|
3,430
|
Annual Performance Target
|
2015 Target=
DCR 1.01 : 1
|
2016 Target=
DCR 1.03 : 1
|
2017 Target=
DCR 1.01 : 1
|
2015 Award Tranche Eligible to Vest
|
1st
|
2nd
|
3rd
|
2016 Award Tranche Eligible to Vest
|
N/A
|
1st
|
2nd
|
2017 Award Tranche Eligible to Vest
|
N/A
|
N/A
|
1st
|
Performance Achieved for One-Year Performance Period
|
1.11 : 1
|
1.07 : 1
|
0.63 : 1
|
Percent of Eligible Units Vested for One-Year Performance Period
|
200%
|
150%
|
0%
|
•
|
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.
The target measure established by the Compensation Committee on February 24, 2016 for performance unit vesting with respect to 2016 performance was NuStar Energy achieving a DCR of 1.03:1, with all units eligible for vesting as follows based on the DCR for 2016:
|
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%
|
•
|
2017 Performance Period.
On February 23, 2017, 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
|
1.01 : 1
|
100%
|
Exceeds Target
|
1.05 : 1
|
150%
|
Maximum
|
1.10 : 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 limited pursuant to §401(a)(17) and/or §415; 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.
|
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 Chief Executive Officer
|
2017
|
583,625
|
|
|
1,233,907
|
|
|
—
|
|
|
218,342
|
|
|
54,897
|
|
|
2,090,771
|
|
|
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
|
|
|
|
Thomas R. Shoaf Executive Vice President and Chief Financial Officer
|
2017
|
354,950
|
|
|
554,372
|
|
|
—
|
|
|
171,513
|
|
|
28,387
|
|
|
1,109,222
|
|
|
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
|
|
|
|
Mary Rose Brown
Executive Vice President and Chief Administrative Officer
|
2017
|
382,350
|
|
|
597,187
|
|
|
—
|
|
|
188,315
|
|
|
60,689
|
|
|
1,228,541
|
|
|
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
|
|
|
|
Daniel S. Oliver
Senior Vice President-Marketing and Business Development
|
2017
|
323,150
|
|
|
382,223
|
|
|
—
|
|
|
142,129
|
|
|
29,973
|
|
|
877,475
|
|
|
Michael Truby
Senior Vice President-Operations
|
2017
|
293,800
|
|
|
310,868
|
|
|
—
|
|
|
112,573
|
|
|
23,259
|
|
|
740,500
|
|
|
(1)
|
The amounts reported represent the aggregate 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.
|
•
|
the amount reported for 2016 includes the one tranche of each of the 2014, 2015 and 2016 performance unit awards subject to vesting based on the performance criteria established by the Compensation Committee on February 24, 2016 with respect to 2016 performance; and
|
•
|
the amount reported for 2017 includes the one tranche of each of the 2015, 2016 and 2017 performance unit awards subject to vesting based on the performance criteria established by the Compensation Committee on February 23, 2017 with respect to 2017 performance.
|
Award
|
Tranche Considered “Granted”
|
|
In 2017 with respect to 2017 Performance Measure
|
In 2016 with respect to 2016 Performance Measure
|
|
2014 Performance Unit Award
|
N/A
|
3rd
|
2015 Performance Unit Award
|
3rd
|
2nd
|
2016 Performance Unit Award
|
2nd
|
1st
|
2017 Performance Unit Award
|
1st
|
N/A
|
Name
|
Grant Date Fair Value Based on Maximum Number of Performance Units
|
|||
2017 ($)
|
2016 ($)
|
|||
Barron
|
1,077,444
|
|
618,393
|
|
Shoaf
|
499,944
|
|
305,958
|
|
Brown
|
538,471
|
|
329,513
|
|
Oliver
|
379,247
|
|
N/A
|
|
Truby
|
263,667
|
|
N/A
|
|
(2)
|
Our NEOs did not receive cash annual incentive bonus amounts for 2017. The amounts reported as “non-equity incentive plan compensation” for 2016 and 2015 reflect the cash annual incentive bonus amounts paid to our NEOs pursuant to the annual bonus plan with respect to performance for those years. Any 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, each individual NEO’s target and each 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 NEO’s 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.
|
(4)
|
The amounts reported in this column for 2017 consist of the following for each NEO:
|
Name
|
Company
Contribution
to Thrift
Plan ($)
|
Company
Contribution
to Excess
Thrift Plan ($)
|
Tax
Preparation ($)
|
Personal Liability Insurance ($)
|
Executive Health Exams ($)
(a)
|
TOTAL ($)
|
||||||||
Barron
|
16,200
|
|
|
36,316
|
|
|
850
|
|
|
1,531
|
|
—
|
54,897
|
|
Shoaf
|
16,200
|
|
|
7,226
|
|
|
850
|
|
|
1,531
|
|
2,580
|
28,387
|
|
Brown
|
13,185
|
|
|
42,543
|
|
|
850
|
|
|
1,531
|
|
2,580
|
60,689
|
|
Oliver
|
16,200
|
|
|
11,392
|
|
|
850
|
|
|
1,531
|
|
—
|
29,973
|
|
Truby
|
16,200
|
|
|
4,678
|
|
|
850
|
|
|
1,531
|
|
—
|
23,259
|
|
(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.
|
•
|
the median of the annual total compensation of all of our employees (other than our President and Chief Executive Officer) was $88,610; and
|
•
|
the annual total compensation of our President and Chief Executive Officer, as reported in the Summary Compensation Table above, was $2,090,771.
|
•
|
salary, wages and any overtime paid during the Compensation Review Period;
|
•
|
any bonus awards paid during the Compensation Review Period; and
|
•
|
the grant date fair value of any restricted units awarded during the Compensation Review Period.
|
Name
|
Grant Date
|
Date of
Approval by Compensation Committee of Equity-Based Awards
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards
|
Estimated Future Payouts Under Equity
Incentive Plan Awards
|
All Other
Unit
Awards:
Number of
Units (#)
|
Grant Date
Fair Value of
Unit
Awards ($)
|
||||||||||||||||
Threshold ($)
|
Target ($)
|
Maximum ($)
|
Threshold (#)
|
Target
(#)
|
Maximum (#)
|
|||||||||||||||||
Barron
|
N/A
|
(1)
|
N/A
|
N/A
|
583,625
|
|
1,167,250
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||
2/23/2017
|
(2)
|
2/23/2017
|
—
|
—
|
|
—
|
|
9,665
|
|
10,739
|
|
21,478
|
|
—
|
|
|
538,722
|
|
||||
11/16/2017
|
(3)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
16,660
|
|
16,660
|
|
486,805
|
|
|||
11/16/2017
|
(4)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,315
|
|
|
208,380
|
|
||||
Shoaf
|
N/A
|
(1)
|
N/A
|
N/A
|
212,970
|
|
425,940
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||
2/23/2017
|
(2)
|
2/23/2017
|
—
|
—
|
|
—
|
|
4,485
|
|
4,983
|
|
9,966
|
|
—
|
|
249,972
|
|
|||||
11/16/2017
|
(3)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,295
|
|
213,160
|
|
|||||
11/16/2017
|
(4)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,830
|
|
91,240
|
|
|||||
Brown
|
N/A
|
(1)
|
N/A
|
N/A
|
229,410
|
|
458,820
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||
2/23/2017
|
(2)
|
2/23/2017
|
—
|
—
|
|
—
|
|
4,830
|
|
5,367
|
|
10,734
|
|
—
|
|
269,236
|
|
|||||
11/16/2017
|
(3)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,860
|
|
229,669
|
|
|||||
11/16/2017
|
(4)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,280
|
|
98,282
|
|
|||||
Oliver
|
N/A
|
(1)
|
N/A
|
N/A
|
177,733
|
|
355,465
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||
2/23/2017
|
(2)
|
2/23/2017
|
—
|
—
|
|
—
|
|
3,402
|
|
3,780
|
|
7,560
|
|
—
|
|
|
189,624
|
|
||||
11/16/2017
|
(3)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,615
|
|
|
134,850
|
|
||||
11/16/2017
|
(4)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,690
|
|
|
57,749
|
|
||||
Truby
|
N/A
|
(1)
|
N/A
|
N/A
|
161,590
|
|
323,180
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||
2/23/2017
|
(2)
|
2/23/2017
|
—
|
—
|
|
—
|
|
2,365
|
|
2,628
|
|
5,256
|
|
—
|
|
|
131,834
|
|
||||
11/16/2017
|
(3)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,290
|
|
|
125,354
|
|
||||
11/16/2017
|
(4)
|
10/18/2017
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,430
|
|
|
53,680
|
|
(1)
|
The amounts reported represent the target and maximum amounts that would potentially have been payable in cash to the NEOs as annual incentive bonus awards under the annual bonus plan with respect to 2017 performance. The annual incentive bonus awards with respect to 2017 performance did not include a threshold amount that would potentially be payable to the NEOs. As reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and as described above under “Compensation Discussion and Analysis-Elements of Executive Compensation-Annual Incentive Bonus,” the target level of performance with respect to 2017 was not met, and, upon the recommendation of executive management, the Compensation Committee did not award our executives, including our NEOs, annual incentive bonus award payments with respect to 2017 performance.
|
(2)
|
Performance units were awarded by the Compensation Committee on February 23, 2017 pursuant to the 2000 LTIP. 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. 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 2017 With Respect to 2017 Performance Measure
|
2015 Performance Unit Award
|
3rd
|
2016 Performance Unit Award
|
2nd
|
2017 Performance Unit Award
|
1st
|
(3)
|
Restricted units of NuStar Energy were approved by the Compensation Committee on October 18, 2017, 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 on October 18, 2017, 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)
|
—
|
—
|
|
22,480
|
673,276
|
|
NuStar Energy
Restricted Unit
(2)
|
35,272
|
1,056,396
|
|
—
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(3)
|
27,505
|
431,829
|
|
—
|
—
|
|
|
Shoaf
|
NuStar Energy Performance Unit
(4)
|
—
|
—
|
|
10,245
|
306,838
|
|
NuStar Energy
Restricted Unit
(5)
|
16,102
|
482,255
|
|
—
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(6)
|
12,551
|
197,051
|
|
—
|
—
|
|
|
Brown
|
NuStar Energy Performance Unit
(7)
|
—
|
—
|
|
11,035
|
330,498
|
|
NuStar Energy
Restricted Unit
(8)
|
17,607
|
527,330
|
|
—
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(9)
|
13,709
|
215,231
|
|
—
|
—
|
|
|
Oliver
|
NuStar Energy Performance Unit
(10)
|
—
|
—
|
|
7,772
|
232,771
|
|
NuStar Energy
Restricted Unit
(11)
|
11,479
|
343,796
|
|
—
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(12)
|
8,924
|
140,107
|
|
—
|
—
|
|
|
Truby
|
NuStar Energy Performance Unit
(13)
|
—
|
—
|
|
5,444
|
163,048
|
|
NuStar Energy
Restricted Unit
(14)
|
9,650
|
289,018
|
|
—
|
—
|
|
|
NuStar GP Holdings Restricted Unit
(15)
|
6,259
|
98,266
|
|
—
|
—
|
|
(1)
|
Mr. Barron’s target number of NuStar Energy performance units consist of: 2,666 units awarded January 29, 2015; 8,814 units awarded February 24, 2016; and 11,000 units awarded February 23, 2017.
|
(2)
|
Mr. Barron’s restricted NuStar Energy units consist of: 950 restricted units granted December 16, 2013; 2,862 restricted units granted December 19, 2014; 6,000 restricted units granted November 16, 2015; 8,800 restricted units granted November 16, 2016; and 16,660 restricted units granted November 16, 2017. 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: 688 restricted units granted December 16, 2013; 1,922 restricted units granted December 19, 2014; 4,380 restricted units granted November 16, 2015; 7,200 restricted units granted November 16, 2016; and 13,315 restricted units granted November 16, 2017. 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: 1,313 units awarded January 29, 2015; 4,156 units awarded February 24, 2016; and 4,776 units awarded February 23, 2017. The performance units vest in accordance with the description in footnote (1) above.
|
(5)
|
Mr. Shoaf’s restricted NuStar Energy units consist of: 637 restricted units granted December 16, 2013; 1,444 restricted units granted December 19, 2014; 2,790 restricted units granted November 16, 2015; 3,936 restricted units granted November 16, 2016; and 7,295 restricted units granted November 16, 2017. 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: 461 restricted units granted December 16, 2013; 970 restricted units granted December 19, 2014; 2,058 restricted units granted November 16, 2015; 3,232 restricted units granted November 16, 2016; and 5,830 restricted units granted November 16, 2017. 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: 1,414 units awarded January 29, 2015; 4,476 units awarded February 24, 2016; and 5,145 units awarded February 23, 2017. The performance units vest in accordance with the description in footnote (1) above.
|
(8)
|
Ms. Brown’s restricted NuStar Energy units consist of: 950 restricted units granted December 16, 2013; 1,554 restricted units granted December 19, 2014; 3,003 restricted units granted November 16, 2015; 4,240 restricted units granted November 16, 2016; and 7,860 restricted units granted November 16, 2017. 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: 688 restricted units granted December 16, 2013; 1,044 restricted units granted December 19, 2014; 2,217 restricted units granted November 16, 2015; 3,480 restricted units granted November 16, 2016; and 6,280 restricted units granted November 16, 2017. 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)
|
Mr. Oliver’s target number of NuStar Energy performance units consist of: 996 units awarded January 29, 2015; 3,152 units awarded February 24, 2016; and 3,624 units awarded February 23, 2017. The performance units vest in accordance with the description in footnote (1) above.
|
(11)
|
Mr. Oliver’s restricted NuStar Energy units consist of: 671 restricted units granted December 16, 2013; 1,094 restricted units granted December 19, 2014; 2,115 restricted units granted November 16, 2015; 2,984 restricted units granted November 16, 2016; and 4,615 restricted units granted November 16, 2017. All of Mr. Oliver’s NuStar Energy restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(12)
|
Mr. Oliver’s restricted NuStar GP Holdings units consist of: 486 restricted units granted December 16, 2013; 736 restricted units granted December 19, 2014; 1,560 restricted units granted November 16, 2015; 2,452 restricted units granted November 16, 2016; and 3,690 restricted units granted November 16, 2017. All of Mr. Oliver’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)
|
Mr. Truby’s target number of NuStar Energy performance units consist of: 664 units awarded July 23, 2015; 2,224 units awarded February 24, 2016; and 2,556 units awarded February 23, 2017. The performance units vest in accordance with the description in footnote (1) above.
|
(14)
|
Mr. Truby’s restricted NuStar Energy units consist of: 747 restricted units granted December 16, 2013; 1,018 restricted units granted December 19, 2014; 1,491 restricted units granted November 16, 2015; 2,104 restricted units granted November 16, 2016; and 4,290 restricted units granted November 16, 2017. All of Mr. Truby’s NuStar Energy restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(15)
|
Mr. Truby’s restricted NuStar GP Holdings units consist of: 1,101 restricted units granted November 16, 2015; 1,728 restricted units granted November 16, 2016; and 3,430 restricted units granted November 16, 2017. All of Mr. Truby’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
|
27,269
(2)
|
1,106,122
|
|
Shoaf
|
13,734
(3)
|
553,181
|
|
Brown
|
15,654
(4)
|
616,374
|
|
Oliver
|
10,988
(5)
|
430,859
|
|
Truby
|
6,074
(6)
|
237,937
|
|
(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. In the case of the December 16, 2017 vesting date, which was not a trading day, the value realized was calculated using the NuStar Energy or NuStar GP Holdings closing price, as applicable, on the preceding trading day. The closing prices on the applicable dates are as follows:
|
(2)
|
Mr. Barron's restricted NuStar Energy units vested in 2017 as follows: 4,200 units on November 16, 2017; 950 units on December 16, 2017; and 2,121 units on December 19, 2017. Mr. Barron's restricted NuStar GP Holdings units vested in 2017 as follows: 3,260 units on November 16, 2017; 688 units on December 16, 2017; and 1,439 units on December 19, 2017. On January 26, 2017, 14,611 of Mr. Barron’s NuStar Energy performance units vested.
|
(3)
|
Mr. Shoaf’s restricted NuStar Energy units vested in 2017 as follows: 1,914 units on November 16, 2017; 637 units on December 16, 2017; and 1,190 units on December 19, 2017. Mr. Shoaf’s restricted NuStar GP Holdings units vested in 2017 as follows: 1,494 units on November 16, 2017; 461 units on December 16, 2017; and 809 units on December 19, 2017. On January 26, 2017, 7,229 of Mr. Shoaf’s NuStar Energy performance units vested.
|
(4)
|
Ms. Brown’s restricted NuStar Energy units vested in 2017 as follows: 2,061 units on November 16, 2017; 950 units on December 16, 2017; and 1,523 units on December 19, 2017. Ms. Brown’s restricted NuStar GP Holdings units vested in 2017 as follows: 1,609 units on November 16, 2017; 688 units on December 16, 2017; and 1,038 units on December 19, 2017. On January 26, 2017, 7,785 of Ms. Brown’s NuStar Energy performance units vested.
|
(5)
|
Mr. Oliver’s restricted NuStar Energy units vested in 2017 as follows: 1,451 units on November 16, 2017; 671 units on December 16, 2017; and 1,114 units on December 19, 2017. Mr. Oliver’s restricted NuStar GP Holdings units vested in 2017 as follows: 1,133 units on November 16, 2017; 486 units on December 16, 2017; and 733 units on December 19, 2017. On January 26, 2017, 5,400 of Mr. Oliver’s NuStar Energy performance units vested.
|
(6)
|
Mr. Truby’s restricted NuStar Energy units vested in 2017 as follows: 1,023 units on November 16, 2017; 747 units on December 16, 2017; and 841 units on December 19, 2017. On November 16, 2017, 799 of Mr. Truby’s restricted NuStar GP Holdings units vested. On January 26, 2017, 2,664 of Mr. Truby’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)
|
|
366,056
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
610,215
|
|
|
—
|
|
|
|
Shoaf
|
Pension Plan
|
(2)
|
|
483,611
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
482,321
|
|
|
—
|
|
|
|
Brown
|
Pension Plan
|
(2)
|
|
484,661
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
611,118
|
|
|
—
|
|
|
|
Oliver
|
Pension Plan
|
(2)
|
|
336,416
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
376,814
|
|
|
—
|
|
|
|
Truby
|
Pension Plan
|
(2)
|
|
465,657
|
|
|
—
|
|
|
Excess Pension Plan
|
(2)
|
|
132,458
|
|
|
—
|
|
|
(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, 2017 were determined using plan-specific discount rates (3.73% for the Pension Plan and 3.42% 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 3.23% 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 2009-2017.
|
(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
|
|
|
17.0
|
|
Excess Pension Plan
|
13.0
|
|
|
17.0
|
|
|
Shoaf
|
Pension Plan
|
7.5
|
|
|
32.5
|
|
Excess Pension Plan
|
28.5
|
|
|
32.5
|
|
|
Brown
|
Pension Plan
|
6.7
|
|
|
20.3
|
|
Excess Pension Plan
|
6.7
|
|
|
20.3
|
|
|
Oliver
|
Pension Plan
|
6.8
|
|
|
20.7
|
|
Excess Pension Plan
|
6.8
|
|
|
20.7
|
|
|
Truby
|
Pension Plan
|
7.5
|
|
|
25.0
|
|
Excess Pension Plan
|
7.5
|
|
|
25.0
|
|
•
|
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, in each case without regard to the limitations imposed by the Code,
less
|
•
|
the employee’s Pension Plan benefit.
|
Name
|
Executive
Contributions
in 2017 ($)
(1)
|
Registrant
Contributions in
2017 ($)
(2)
|
Aggregate
Earnings/(Losses) in
2017 ($)
(3)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at
December 31,
2017 ($)
(4)
|
||||||||||
Barron
|
—
|
|
|
36,316
|
|
|
(37,400
|
)
|
|
—
|
|
|
83,402
|
|
|
Shoaf
|
—
|
|
|
7,226
|
|
|
(5,798
|
)
|
|
—
|
|
|
15,482
|
|
|
Brown
|
—
|
|
|
42,543
|
|
|
(36,590
|
)
|
|
—
|
|
|
75,737
|
|
|
Oliver
|
—
|
|
|
11,392
|
|
|
(6,711
|
)
|
|
—
|
|
|
15,728
|
|
|
Truby
|
—
|
|
|
4,678
|
|
|
(1,349
|
)
|
|
—
|
|
|
3,637
|
|
|
(1)
|
The NEOs made no contributions during 2017.
|
(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 2017 in the Summary Compensation Table.
|
(3)
|
Amounts reported reflect the losses for 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 2017 and previous years, as applicable.
|
•
|
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, 2017. The listed bonus amount (referred to in these footnotes as the Highest Annual Bonus) represents the highest bonus earned by the executive with respect to any of the fiscal years 2014, 2015 and 2016 (the three full fiscal years prior to the date of the assumed change of control) or the most recent fiscal year (2017):
|
Name
|
Annual Salary ($)
|
Highest Annual Bonus ($)
|
||||||
Barron
|
592,250
|
|
|
800,000
|
|
|
||
Shoaf
|
360,200
|
|
|
321,552
|
|
|
||
Brown
|
388,000
|
|
|
346,287
|
|
|
||
Oliver
|
328,000
|
|
|
261,587
|
|
|
||
Truby
|
305,000
|
|
|
210,000
|
|
|
(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 Annual Bonus;
|
(ii)
|
the NEO’s severance multiple multiplied by the sum of the NEO’s annual base salary plus the NEO’s Highest Annual Bonus;
|
(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 Annual Bonus earned by the NEO (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 Annual Bonus earned by the NEO (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 Annual Bonus. 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) $29.95 (the closing price of NuStar Energy’s common units on the NYSE on December 29, 2017, the last trading day of 2017) or $15.70 (the closing price of NuStar GP Holdings’ common units on the NYSE on December 29, 2017, the last trading day of 2017).
|
(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) $29.95 (the closing price of NuStar Energy’s common units on the NYSE on December 29, 2017, the last trading day of 2017).
|
(9)
|
If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Code, the impacted NEO is entitled to receive an additional payment to adjust for the incremental tax cost of the payment or benefit. However, if it is determined that the NEO is entitled to receive an additional payment to adjust for the incremental tax cost but the value of all payments to the NEO does not exceed 110% of 2.99 times the NEO’s “base amount” (as defined by Section 280G(b)(3) of the Code) (the Safe Harbor Amount), the additional payment will not be made and the amount payable to the NEO will be reduced so that the aggregate value of all payments equals the Safe Harbor Amount.
|
Name
|
Fees Earned or Paid in Cash
($)
(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
|
141,167
|
|
|
119,977
|
|
|
N/A
|
|
N/A
|
—
|
|
261,144
|
|
|
Bradley C. Barron
|
(4)
|
|
|
(4
|
)
|
|
(4
|
)
|
(4)
|
(4
|
)
|
(4
|
)
|
|
J. Dan Bates
|
106,667
|
|
|
94,994
|
|
|
N/A
|
|
N/A
|
—
|
|
201,661
|
|
|
Dan J. Hill
|
121,667
|
|
|
94,994
|
|
|
N/A
|
|
N/A
|
—
|
|
216,661
|
|
|
Robert J. Munch
|
90,667
|
|
|
94,994
|
|
|
N/A
|
|
N/A
|
—
|
|
185,661
|
|
|
W. Grady Rosier
|
97,167
|
|
|
94,994
|
|
|
N/A
|
|
N/A
|
—
|
|
192,161
|
|
|
(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, 2017 grant of restricted NuStar Energy units to them as non-employee directors for the fiscal year ended December 31, 2017 (4,106 restricted units for Mr. Greehey, as Chairman, and 3,251 restricted units for each of Messrs. Bates, Hill, Munch and Rosier) based on the closing price of NuStar Energy’s common units on the NYSE on November 16, 2017 ($29.22). Please see “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatments-Accounting Treatment” above in this Item 11 and Note 23 of the Notes to Consolidated Financial Statements in Item 8 for information regarding the assumptions made in the valuation.
|
(3)
|
Non-employee directors do not participate in these plans.
|
(4)
|
Mr. Barron was not compensated for his service as a director of NuStar GP, LLC. His compensation for his services as President and Chief Executive Officer is included above in the Summary Compensation Table.
|
Non-Employee Director Compensation Component
|
Amount
|
|
Annual Cash Retainer ($)
|
70,000
|
|
Annual Restricted Unit Grant ($ value of restricted units)
|
95,000
|
|
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
|
|
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
|
(1)
|
The business address for all beneficial owners listed above is 19003 IH-10 West, San Antonio, Texas 78257.
|
(2)
|
As of February 20, 2018, 93,182,030 NuStar Energy common units, 9,060,000 NuStar Energy Series A Preferred Units, 15,400,000 NuStar Energy Series B Preferred Units, 6,900,000 NuStar Energy Series C Preferred Units and 42,953,132 NuStar GP Holdings common units were outstanding. Beneficial ownership is calculated in accordance with Rule 13d-3 of the Exchange Act. Restricted units awarded under NuStar GP, LLC’s long-term incentive plan and phantom units (which we refer to as “restricted units” for purposes of Part III of this Annual Report on Form 10-K) awarded under NuStar GP Holdings’ long-term incentive plan are rights to receive NuStar Energy common units or NuStar GP Holdings common units, respectively, 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, 2018. Accordingly, the restricted units set forth in the table below are not included in the calculation of beneficial ownership pursuant to Rule 13d-3 and are not reflected in the table above. As described below in Item 13, on February 7, 2018, we, Riverwalk Logistics, L.P., NuStar GP, LLC, Merger Sub, Riverwalk Holdings, LLC and NuStar GP Holdings entered into the Merger Agreement pursuant to which Merger Sub will merge with and into NuStar GP Holdings with NuStar GP Holdings being the surviving entity, such that we will be the sole member of NuStar GP Holdings following the Merger. At the effective time of the Merger, each NuStar GP Holdings common unit outstanding will be converted into the right to receive 0.55 of a NuStar Energy common unit and each award of NuStar GP Holdings restricted units will be converted into an award of NuStar Energy restricted units, in each case as provided in the Merger Agreement.
|
|
|
Restricted Units Not Reflected in Table Above
|
||||
Name
|
|
NuStar Energy L.P.
|
|
NuStar GP Holdings, LLC
|
||
William E. Greehey
|
|
6,336
|
|
|
10,558
|
|
Bradley C. Barron
|
|
35,272
|
|
|
27,505
|
|
J. Dan Bates
|
|
4,924
|
|
|
—
|
|
Dan J. Hill
|
|
4,924
|
|
|
—
|
|
Robert J. Munch
|
|
5,166
|
|
|
—
|
|
W. Grady Rosier
|
|
4,924
|
|
|
—
|
|
Mary Rose Brown
|
|
17,607
|
|
|
13,709
|
|
Thomas R. Shoaf
|
|
16,102
|
|
|
12,551
|
|
Daniel S. Oliver
|
|
11,479
|
|
|
8,924
|
|
Michael Truby
|
|
9,650
|
|
|
6,259
|
|
All directors and executive officers as a group (13 people)
|
|
140,897
|
|
|
97,670
|
|
(3)
|
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.
|
(4)
|
The number of NuStar Energy common units shown as beneficially owned by Mr. Bates includes 28,526 common units owned indirectly by Mr. Bates through a trust.
|
(5)
|
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.
|
(6)
|
The number of NuStar Energy common units shown as beneficially owned by Mr. Rosier includes an aggregate of 29,215 common units owned indirectly by Mr. Rosier through two trusts.
|
(7)
|
The number of NuStar Energy common units shown as beneficially owned by all directors and executive officers as a group includes 28,526 common units owned indirectly by Mr. Bates, 600 common units owned indirectly by Mr. Hill and 29,215 common units owned indirectly by Mr. Rosier, as described above. The number of NuStar GP Holdings common units shown as beneficially owned by all directors and executive officers as a group includes 385,889 common units owned indirectly by Mr. Greehey.
|
Name and Address of Beneficial Owner
|
|
Number of Common Units Beneficially Owned
|
|
Percentage of Common Units Beneficially Owned
(1)
|
||
NuStar GP Holdings
(2)
|
|
10,214,626
|
|
|
11.0
|
%
|
OppenheimerFunds, Inc.
(3)
|
|
6,732,640
|
|
|
7.2
|
%
|
ALPS Advisors, Inc.
(4)
|
|
6,571,734
|
|
|
7.1
|
%
|
(1)
|
As of December 31, 2017, there were 93,176,683 NuStar Energy common units issued and outstanding.
|
(2)
|
As of December 31, 2017, 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 February 6, 2018, OppenheimerFunds, Inc. (OFI) is an investment adviser that may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 6,732,640 common units. OFI’s business address is 225 Liberty Street, New York, New York 10281.
|
(4)
|
As reported on a Schedule 13G/A filed on February 6, 2018, 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, 6,571,734 common units. The 6,571,734 common units that AAI may be deemed to beneficially own include 6,549,442 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 6,549,442 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.
|
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)
|
|
902,911
|
|
|
—
|
|
|
679,045
|
|
Equity Compensation Plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
No value is included in this column because there were no unit options outstanding as of December 31, 2017 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.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
•
|
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; 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
|
|
2017
|
|
2016
|
||||
Audit fees
(1)
|
|
$
|
3,227,500
|
|
|
$
|
2,633,321
|
|
Audit-related fees
(2)
|
|
3,000
|
|
|
—
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
3,230,500
|
|
|
$
|
2,633,321
|
|
(1)
|
Audit fees for 2017 and 2016 were for professional services rendered by KPMG in connection with the audits of our annual financial statements for the years ended December 31, 2017 and 2016, 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, 2017 and 2016, respectively, and related services 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 2017 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:
|
|
|
|
|
||
|
|
(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
|
|
|
|
|
|
|
|
2.01
|
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 11, 2017 (File No. 001-16417), Exhibit 2.1
|
|
|
|
|
|
|
2.02
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed February 8, 2018 (File No. 001-16417), Exhibit 2.1
|
|
|
|
|
|
|
|
3.01
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 27, 2007 (File No. 001-16417), Exhibit 3.01
|
|
|
|
|
|
|
|
3.03
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 30, 2017 (File No. 001-16417), Exhibit 3.1
|
|
|
|
|
|
|
|
3.04
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2001 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
3.09
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.7
|
|
|
|
|
|
|
|
3.11
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.9
|
|
|
|
|
|
|
|
3.13
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 15, 2002 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
4.02
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 4.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
4.04
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 4, 2008 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
|
4.05
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 16, 2010 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
4.06
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed February 7, 2012 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
4.07
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 23, 2013 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
4.08
|
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 28, 2017 (File No. 001-16417), Exhibit 4.4
|
|
|
|
|
|
|
4.09
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
4.10
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
|
10.01
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed October 31, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.02
|
|
|
|
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
|
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 22, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.04
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 22, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.05
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 21, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.06
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 12, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.07
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.08
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.10
|
|
|
|
|
|
|
|
10.09
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.11
|
|
|
|
|
|
|
|
10.10
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.12
|
|
|
|
|
|
|
|
10.11
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.13
|
|
|
|
|
|
|
|
10.12
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.13
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.14
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.15
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
10.16
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed December 30, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.17
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 9, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.18
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
|
10.19
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.20
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.21
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.22
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 10, 2011 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.23
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 11, 2013 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.24
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.25
|
|
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.26
|
|
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.27
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.26
|
|
|
|
|
|
|
|
10.28
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 20, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.29
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 20, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
+10.30
|
|
|
|
* Originally filed as Appendix A to NuStar Energy L.P.’s Proxy Statement on Schedule 14A filed December 17, 2015 (File No. 001-16417) and refiled herewith
|
|
|
|
|
|
|
|
+10.31
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.32
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 31, 2012 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
+10.33
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.15
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
+10.34
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.28
|
|
|
|
|
|
|
|
+10.35
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
+10.36
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.31
|
|
|
|
|
|
|
|
+10.37
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2006 (File No. 001-16417), Exhibit 10.18
|
|
|
|
|
|
|
|
+10.38
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 4, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
+10.39
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.40
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.41
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.45
|
|
|
|
|
|
|
|
+10.42
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 10.30
|
|
|
|
|
|
|
|
+10.43
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.44
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2006 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
10.45
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2008 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.46
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.47
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.48
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2009 (File No. 001-16417), Exhibit 10.24
|
|
|
|
|
|
|
|
10.49
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.50
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed February 8, 2018 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
12.01
|
|
|
|
*
|
|
|
|
|
|
|
|
21.01
|
|
|
|
*
|
|
|
|
|
|
|
|
23.01
|
|
|
|
*
|
|
|
|
|
|
|
|
24.01
|
|
|
|
*
|
|
|
|
|
|
|
|
31.01
|
|
|
|
*
|
|
|
|
|
|
|
|
31.02
|
|
|
|
*
|
|
|
|
|
|
|
|
32.01
|
|
|
|
**
|
|
|
|
|
|
|
|
32.02
|
|
|
|
**
|
|
|
|
|
|
|
|
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 28, 2018
|
|
|
By:
|
/s/ Thomas R. Shoaf
|
|
Thomas R. Shoaf
|
|
Executive Vice President and Chief Financial Officer
|
|
February 28, 2018
|
|
|
By:
|
/s/ Jorge A. del Alamo
|
|
Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 28, 2018
|
Signature
|
Title
|
Date
|
|
|
|
/s/ William E. Greehey
|
Chairman of the Board
|
February 28, 2018
|
William E. Greehey
|
|
|
|
|
|
/s/ Bradley C. Barron
|
President, Chief Executive
|
February 28, 2018
|
Bradley C. Barron
|
Officer and Director
(Principal Executive Officer)
|
|
|
|
|
/s/ Thomas R. Shoaf
|
Executive Vice President
|
February 28, 2018
|
Thomas R. Shoaf
|
and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
/s/ Jorge A. del Alamo
|
Senior Vice President and Controller
|
February 28, 2018
|
Jorge A. del Alamo
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ J. Dan Bates
|
Director
|
February 28, 2018
|
J. Dan Bates
|
|
|
|
|
|
/s/ Dan J. Hill
|
Director
|
February 28, 2018
|
Dan J. Hill
|
|
|
|
|
|
/s/ Robert J. Munch
|
Director
|
February 28, 2018
|
Robert J. Munch
|
|
|
|
|
|
/s/ W. Grady Rosier
|
Director
|
February 28, 2018
|
W. Grady Rosier
|
|
|
1.
|
Section 2.5 of the Plan is hereby amended to add to the end thereof the following:
|
2.
|
Except as hereby modified, the Plan shall remain in full force and effect.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing
operations before provision for
income taxes and income from
equity investees
|
$
|
157,901
|
|
|
$
|
161,976
|
|
|
$
|
320,658
|
|
|
$
|
220,174
|
|
|
$
|
(132,786
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
190,674
|
|
|
154,085
|
|
|
150,661
|
|
|
153,236
|
|
|
149,090
|
|
|||||
Amortization of capitalized interest
|
1,871
|
|
|
1,722
|
|
|
1,573
|
|
|
1,385
|
|
|
1,216
|
|
|||||
Distributions from joint ventures
|
—
|
|
|
—
|
|
|
2,500
|
|
|
7,587
|
|
|
7,956
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(5,529
|
)
|
|
(3,414
|
)
|
|
(5,549
|
)
|
|
(5,667
|
)
|
|
(4,501
|
)
|
|||||
Total earnings
|
$
|
344,917
|
|
|
$
|
314,369
|
|
|
$
|
469,843
|
|
|
$
|
376,715
|
|
|
$
|
20,975
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
$
|
173,083
|
|
|
$
|
138,350
|
|
|
$
|
131,868
|
|
|
$
|
132,281
|
|
|
$
|
127,119
|
|
Interest capitalized
|
5,529
|
|
|
3,414
|
|
|
5,549
|
|
|
5,667
|
|
|
4,501
|
|
|||||
Rental expense interest factor (a)
|
12,062
|
|
|
12,321
|
|
|
13,244
|
|
|
15,288
|
|
|
17,470
|
|
|||||
Total fixed charges
|
$
|
190,674
|
|
|
$
|
154,085
|
|
|
$
|
150,661
|
|
|
$
|
153,236
|
|
|
$
|
149,090
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred unit distributions (b)
|
$
|
40,448
|
|
|
$
|
1,925
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges plus preferred unit distributions (b)
|
$
|
231,122
|
|
|
$
|
156,010
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.8x
|
|
|
2.0x
|
|
|
3.1x
|
|
|
2.5x
|
|
|
(c)
|
|
|||||
Ratio of earnings to fixed charges plus preferred unit distributions (b)
|
1.5x
|
|
|
2.0x
|
|
|
|
|
|
|
|
(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 years ended December 31, 2015, 2014 and 2013, we had no preferred units outstanding.
|
|
|
(c)
|
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.
|
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
|
Scotland
|
NuStar Holdings B.V.
|
Netherlands
|
NuStar Internacional, S de R.L. de C.V.
|
Mexico
|
NuStar Logistics, L.P.
|
Delaware
|
NuStar Permian Crude Logistics, LLC
|
Delaware
|
NuStar Permian Holdings, LLC
|
Delaware
|
NuStar Permian Transportation and Storage, LLC
|
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
|
Name of Entity
|
Jurisdiction of Organization
|
NuStar Texas Holdings, Inc.
|
Delaware
|
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 28, 2018
|
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 28, 2018
|