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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common units
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NS
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New York Stock Exchange
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Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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NSprA
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New York Stock Exchange
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Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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NSprB
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New York Stock Exchange
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Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units
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NSprC
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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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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ITEMS 1., 1A. and 2.
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BUSINESS, RISK FACTORS AND PROPERTIES
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Year Ended
December 31, 2019
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(Thousands of Dollars)
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||
Pipeline
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$
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332,480
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Storage
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$
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154,105
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Fuels marketing
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$
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20,578
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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 projects to expand and optimize our existing assets and to construct 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 strategic acquisition targets that meet our financial criteria.
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•
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refined product pipelines with an aggregate length of 3,205 miles and crude oil pipelines with an aggregate length of 2,155 miles in Texas, Oklahoma, Kansas, Colorado and New Mexico (collectively, the Central West System);
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•
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a 2,150-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 Marathon Petroleum Corporation’s (Marathon) 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 from the Louisiana delta area and then running north through the Midwestern United States to Missouri before forking east and west to terminate in Indiana and Nebraska (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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2019
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2018
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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 Refined Product System
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2,276
|
|
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—
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170,433
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193,396
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Three Rivers System
|
373
|
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—
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91,765
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81,174
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Valley Pipeline System
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271
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|
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46,821
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42,530
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Other
|
285
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|
—
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8,834
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8,600
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Central West Refined Products Pipelines
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3,205
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—
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317,853
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325,700
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Corpus Christi Crude Pipeline System
|
538
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2,157,000
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414,189
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215,227
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McKee Crude System
|
598
|
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1,039,000
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142,263
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154,718
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Ardmore System
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119
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824,000
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88,665
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70,967
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Permian Crude System
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900
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1,178,000
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553,696
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435,743
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Central West Crude Oil Pipelines
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2,155
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5,198,000
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1,198,813
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876,655
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Total Central West System
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5,360
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5,198,000
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1,516,666
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1,202,355
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Central East System:
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East Pipeline
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2,150
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5,897,000
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161,323
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150,635
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North Pipeline
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450
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1,494,000
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50,290
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50,180
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Ammonia Pipeline
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2,000
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—
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28,066
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30,529
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Total Central East System
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4,600
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7,391,000
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239,679
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231,344
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Total
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9,960
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12,589,000
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1,756,345
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1,433,699
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Facility
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Tank Capacity
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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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3,539,000
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Edinburg, TX
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346,000
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El Paso, TX (a)
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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 (b)
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377,000
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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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7,919,000
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Facility
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Tank Capacity
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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 (b)
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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 (c)
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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 (b)
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5,134,000
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Paulsboro, NJ
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74,000
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Virginia Beach, VA (c)
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41,000
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North East Terminals
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12,229,000
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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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2,671,000
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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 (b)
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774,000
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West Coast Terminals
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7,003,000
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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
|
10,854,000
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Point Tupper, Canada
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7,778,000
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Total
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61,343,000
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(a)
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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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(b)
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Location includes two terminal facilities.
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(c)
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Terminal facility also includes pipelines to U.S. government military base locations.
|
•
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domestic and foreign governmental laws, regulations, sanctions, embargoes and taxes;
|
•
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prevailing economic conditions;
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•
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demand for and supply of crude oil, refined products and anhydrous ammonia;
|
•
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volumes transported in our pipelines;
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•
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volumes stored in our terminals and storage facilities;
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•
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tariff and/or contractually determined rates and fees we charge and the revenue we realize for our services;
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•
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the effect of worldwide energy conservation measures on demand for and consumption of crude oil and refined products;
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•
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our operating costs;
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•
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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; and
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•
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the results of our marketing, trading and hedging activities, which fluctuate depending upon the relationship between refined product prices and prices of crude oil and other feedstocks.
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•
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our debt service requirements and restrictions on distributions contained in our current or future financing agreements;
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•
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our capital expenditures;
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•
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availability of and access to equity capital and debt markets;
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•
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fluctuations in our working capital needs;
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•
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adjustments in cash reserves made by our board of directors, in its discretion; and
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•
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the sources of cash used to fund our acquisitions, if any.
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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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higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;
|
•
|
an increase in aggregate automotive engine fuel economy;
|
•
|
new regulations or court decisions requiring the phase out or reduced use of gasoline-fueled vehicles;
|
•
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the increased use of alternative fuel sources;
|
•
|
an increase in the market price of crude oil that increases refined product prices, which may reduce demand for refined products and drive demand for alternative products; and
|
•
|
a decrease in corn acres planted for ethanol, which may reduce demand for anhydrous ammonia.
|
•
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prolonged periods of low prices for crude oil and refined products that result in decreased exploration and development activity and reduced production in markets served by our pipelines and storage terminals;
|
•
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a lack of drilling services or equipment available to producers to accommodate production needs;
|
•
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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
|
•
|
macroeconomic forces affecting, or actions taken by, oil and gas producing nations that impact supply of and prices for crude oil and refined products.
|
•
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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;
|
•
|
a material decrease in demand for refined products in the markets served by our pipelines and terminals;
|
•
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political, social or economic instability in the U.S. or another country impacting customers based there and our ability to conduct our operations there;
|
•
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competition for customers from companies with comparable assets and capabilities;
|
•
|
scheduled turnarounds or unscheduled maintenance at refineries we serve;
|
•
|
operational problems or catastrophic events affecting our assets or customers we serve;
|
•
|
environmental or regulatory proceedings or other litigation that compel the cessation of all or a portion of the operations of our assets or customers we serve;
|
•
|
increasingly stringent environmental, health, safety and security regulations;
|
•
|
a decision by our current customers to redirect refined products transported in our pipelines to markets not served by our pipelines or to transport crude oil or refined products by means other than our pipelines; or
|
•
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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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non-performance or delay by, or disputes with, counterparties, vendors, suppliers, contractors or sub-contractors involved with a project;
|
•
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denial or delay in issuing requisite regulatory approvals and/or permits;
|
•
|
delay or increased costs to obtain right-of-way or other property rights;
|
•
|
delays or failures by third parties to complete related projects;
|
•
|
protests and other activist interference with planned or in-process projects;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
|
disruptions in transportation of modular components and/or construction materials;
|
•
|
severe adverse weather conditions, natural disasters or other events (such as hurricanes, equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;
|
•
|
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; or
|
•
|
market-related increases in a project’s debt or equity financing costs.
|
•
|
our unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
the amount of cash available for redemption of, or payment of the liquidation preference on, each preferred unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of our common units and preferred units may decline.
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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
|
|
Cash Distributions
|
||||||
|
Amount Per
Common Unit
|
|
Record Date
|
|
Payment Date
|
||
Year 2019
|
|
|
|
|
|
||
4th Quarter
|
$
|
0.60
|
|
|
February 10, 2020
|
|
February 14, 2020
|
3rd Quarter
|
$
|
0.60
|
|
|
November 8, 2019
|
|
November 14, 2019
|
2nd Quarter
|
$
|
0.60
|
|
|
August 7, 2019
|
|
August 13, 2019
|
1st Quarter
|
$
|
0.60
|
|
|
May 8, 2019
|
|
May 14, 2019
|
Year 2018
|
|
|
|
|
|
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4th Quarter
|
$
|
0.60
|
|
|
February 8, 2019
|
|
February 13, 2019
|
3rd Quarter
|
$
|
0.60
|
|
|
November 8, 2018
|
|
November 14, 2018
|
2nd Quarter
|
$
|
0.60
|
|
|
August 7, 2018
|
|
August 13, 2018
|
1st Quarter
|
$
|
0.60
|
|
|
May 8, 2018
|
|
May 14, 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
|
|
Fixed Distribution 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)
|
||||
|
|
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
Series A Preferred Units
|
|
8.50%
|
|
$
|
2.125
|
|
|
$
|
19,252
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B Preferred Units
|
|
7.625%
|
|
$
|
1.90625
|
|
|
$
|
29,357
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C Preferred Units
|
|
9.00%
|
|
$
|
2.25
|
|
|
$
|
15,525
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
|
12/14
|
12/15
|
12/16
|
12/17
|
12/18
|
12/19
|
||||||
NuStar Energy L.P.
|
100.00
|
|
75.13
|
|
103.4
|
|
68.99
|
|
53.72
|
|
72.54
|
|
S&P 500 Index
|
100.00
|
|
101.38
|
|
113.51
|
|
138.29
|
|
132.23
|
|
173.86
|
|
Alerian MLP Index
|
100.00
|
|
67.41
|
|
79.75
|
|
74.55
|
|
65.29
|
|
69.57
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,498,021
|
|
|
$
|
1,520,262
|
|
|
$
|
1,444,772
|
|
|
$
|
1,395,846
|
|
|
$
|
1,644,287
|
|
Operating income
|
$
|
390,916
|
|
|
$
|
335,728
|
|
|
$
|
290,510
|
|
|
$
|
319,697
|
|
|
$
|
348,422
|
|
Income from continuing operations (a)
|
$
|
206,834
|
|
|
$
|
146,375
|
|
|
$
|
110,895
|
|
|
$
|
111,213
|
|
|
$
|
268,951
|
|
Income (loss) from continuing operations per
common unit (a)
|
$
|
0.60
|
|
|
$
|
(3.34
|
)
|
|
$
|
0.23
|
|
|
$
|
0.78
|
|
|
$
|
2.83
|
|
Cash distributions per unit applicable
to common limited partners (b)
|
$
|
2.40
|
|
|
$
|
2.40
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017 (c)
|
|
2016
|
|
2015
|
||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
4,118,979
|
|
|
$
|
3,774,802
|
|
|
$
|
3,603,095
|
|
|
$
|
3,159,918
|
|
|
$
|
3,122,647
|
|
Total assets (d)
|
$
|
6,185,992
|
|
|
$
|
6,349,140
|
|
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
Current portion of long-term debt
|
$
|
452,637
|
|
|
$
|
—
|
|
|
$
|
349,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt and finance leases, less
current portion
|
$
|
2,934,918
|
|
|
$
|
3,111,996
|
|
|
$
|
3,263,069
|
|
|
$
|
3,014,364
|
|
|
$
|
3,055,612
|
|
Series D Cumulative Convertible Preferred Units (e)
|
$
|
581,935
|
|
|
$
|
563,992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total partners’ equity (d)
|
$
|
1,776,210
|
|
|
$
|
2,257,731
|
|
|
$
|
2,480,089
|
|
|
$
|
1,611,617
|
|
|
$
|
1,609,844
|
|
(a)
|
Includes a $58.7 million non-cash impairment charge on the term loan to Axeon Specialty Products, LLC in 2016 and a $56.3 million non-cash gain associated with the Linden terminal acquisition in 2015. (Loss) income from continuing operations per common unit also includes the impact of a $377.1 million loss as a result of the July 2018 merger with our general partner. Please refer to Notes 4 and 21 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for further discussion.
|
(b)
|
The board of directors of NuStar GP, LLC reset our quarterly distribution per common unit to $0.60 ($2.40 on an annualized basis), starting with the distribution for the first quarter of 2018.
|
(c)
|
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.
|
(d)
|
In 2019, we incurred impairment charges totaling $336.8 million related to the St. Eustatius operations. Please refer to Note 5 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for further discussion.
|
(e)
|
In 2018, we issued 23,246,650 Series D Cumulative Convertible Preferred Units, which are presented in the mezzanine section of the consolidated balance sheets. Please refer to Note 19 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for further discussion.
|
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
|
•
|
Critical Accounting Policies
|
•
|
New Accounting Pronouncements
|
•
|
company-specific factors, such as facility integrity issues, maintenance requirements and outages 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 the 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,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Statement of Income Data:
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,148,167
|
|
|
$
|
1,045,130
|
|
|
$
|
103,037
|
|
Product sales
|
349,854
|
|
|
475,132
|
|
|
(125,278
|
)
|
|||
Total revenues
|
1,498,021
|
|
|
1,520,262
|
|
|
(22,241
|
)
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Costs associated with service revenues
|
669,246
|
|
|
626,250
|
|
|
42,996
|
|
|||
Cost of product sales
|
321,644
|
|
|
449,613
|
|
|
(127,969
|
)
|
|||
General and administrative expenses
|
107,855
|
|
|
100,067
|
|
|
7,788
|
|
|||
Other depreciation and amortization expense
|
8,360
|
|
|
8,604
|
|
|
(244
|
)
|
|||
Total costs and expenses
|
1,107,105
|
|
|
1,184,534
|
|
|
(77,429
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income
|
390,916
|
|
|
335,728
|
|
|
55,188
|
|
|||
Interest expense, net
|
(183,070
|
)
|
|
(184,398
|
)
|
|
1,328
|
|
|||
Other income, net
|
3,742
|
|
|
5,202
|
|
|
(1,460
|
)
|
|||
Income from continuing operations before income tax expense
|
211,588
|
|
|
156,532
|
|
|
55,056
|
|
|||
Income tax expense
|
4,754
|
|
|
10,157
|
|
|
(5,403
|
)
|
|||
Income from continuing operations
|
206,834
|
|
|
146,375
|
|
|
60,459
|
|
|||
(Loss) income from discontinued operations, net of tax
|
(312,527
|
)
|
|
59,419
|
|
|
(371,946
|
)
|
|||
Net (loss) income
|
$
|
(105,693
|
)
|
|
$
|
205,794
|
|
|
$
|
(311,487
|
)
|
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.60
|
|
|
$
|
(3.34
|
)
|
|
$
|
3.94
|
|
Discontinued operations
|
(2.90
|
)
|
|
0.57
|
|
|
(3.47
|
)
|
|||
Total
|
$
|
(2.30
|
)
|
|
$
|
(2.77
|
)
|
|
$
|
0.47
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Crude oil pipelines throughput (barrels/day)
|
1,198,813
|
|
|
876,655
|
|
|
322,158
|
|
|||
Refined products and ammonia pipelines throughput (barrels/day)
|
557,532
|
|
|
557,044
|
|
|
488
|
|
|||
Total throughput (barrels/day)
|
1,756,345
|
|
|
1,433,699
|
|
|
322,646
|
|
|||
Throughput and other revenues
|
$
|
701,830
|
|
|
$
|
611,065
|
|
|
$
|
90,765
|
|
Operating expenses
|
202,359
|
|
|
184,427
|
|
|
17,932
|
|
|||
Depreciation and amortization expense
|
166,991
|
|
|
153,943
|
|
|
13,048
|
|
|||
Segment operating income
|
$
|
332,480
|
|
|
$
|
272,695
|
|
|
$
|
59,785
|
|
|
|
|
|
|
|
||||||
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
464,571
|
|
|
341,396
|
|
|
123,175
|
|
|||
Throughput terminal revenues
|
$
|
114,243
|
|
|
$
|
83,157
|
|
|
$
|
31,086
|
|
Storage terminal revenues
|
339,758
|
|
|
360,431
|
|
|
(20,673
|
)
|
|||
Total revenues
|
454,001
|
|
|
443,588
|
|
|
10,413
|
|
|||
Operating expenses
|
202,323
|
|
|
194,535
|
|
|
7,788
|
|
|||
Depreciation and amortization expense
|
97,573
|
|
|
93,345
|
|
|
4,228
|
|
|||
Segment operating income
|
$
|
154,105
|
|
|
$
|
155,708
|
|
|
$
|
(1,603
|
)
|
|
|
|
|
|
|
||||||
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales
|
$
|
342,215
|
|
|
$
|
465,651
|
|
|
$
|
(123,436
|
)
|
Cost of goods
|
318,869
|
|
|
446,707
|
|
|
(127,838
|
)
|
|||
Gross margin
|
23,346
|
|
|
18,944
|
|
|
4,402
|
|
|||
Operating expenses
|
2,768
|
|
|
2,980
|
|
|
(212
|
)
|
|||
Segment operating income
|
$
|
20,578
|
|
|
$
|
15,964
|
|
|
$
|
4,614
|
|
|
|
|
|
|
|
||||||
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(25
|
)
|
|
$
|
(42
|
)
|
|
$
|
17
|
|
Cost of goods
|
7
|
|
|
(74
|
)
|
|
81
|
|
|||
Total
|
$
|
(32
|
)
|
|
$
|
32
|
|
|
$
|
(64
|
)
|
|
|
|
|
|
|
||||||
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,498,021
|
|
|
$
|
1,520,262
|
|
|
$
|
(22,241
|
)
|
Costs associated with service revenues:
|
|
|
|
|
|
||||||
Operating expenses
|
404,682
|
|
|
378,962
|
|
|
25,720
|
|
|||
Depreciation and amortization expense
|
264,564
|
|
|
247,288
|
|
|
17,276
|
|
|||
Total costs associated with service revenues
|
669,246
|
|
|
626,250
|
|
|
42,996
|
|
|||
Cost of product sales
|
321,644
|
|
|
449,613
|
|
|
(127,969
|
)
|
|||
Segment operating income
|
507,131
|
|
|
444,399
|
|
|
62,732
|
|
|||
General and administrative expenses
|
107,855
|
|
|
100,067
|
|
|
7,788
|
|
|||
Other depreciation and amortization expense
|
8,360
|
|
|
8,604
|
|
|
(244
|
)
|
|||
Consolidated operating income
|
$
|
390,916
|
|
|
$
|
335,728
|
|
|
$
|
55,188
|
|
•
|
an increase in revenues of $53.8 million and an increase in throughputs of 117,953 barrels per day resulting from increased customer production supplying our Permian Crude System and the completion of new pipeline connections with higher tariffs and expansion projects;
|
•
|
an increase in revenues of $14.5 million and an increase in throughputs of 17,698 barrels per day on our Ardmore System, due to a customer’s refinery turnaround in the third quarter of 2018, an increase in long-haul deliveries resulting in higher average tariffs in 2019 and the completion of new pipeline connections that began delivering Permian crude oil in the second quarter of 2019;
|
•
|
an increase in revenues of $8.5 million on our Houston pipeline, as a customer began leasing a portion of the pipeline on January 1, 2019;
|
•
|
an increase in revenues of $7.0 million and an increase in throughputs of 4,291 barrels per day on our Valley Pipeline System, mainly due to new customer contracts related to the completion of an expansion project in the third quarter of 2019 and a new connection that began in the fourth quarter of 2018;
|
•
|
an increase in revenues of $5.2 million and an increase in throughputs of 10,688 barrels per day on our East Pipeline, mainly due to owning and operating the assets associated with the Council Bluffs Acquisition for the full year in 2019;
|
•
|
an increase in revenues of $4.2 million and an increase in throughputs of 10,591 barrels per day on our Three Rivers System, due to increased demand in markets served by the system and the reactivation of our refined products pipeline to transport diesel to our Nuevo Laredo terminal in Mexico in 2019;
|
•
|
an increase in revenues of $1.3 million and an increase in throughputs of 198,962 barrels per day on our Corpus Christi Crude Pipeline System. Throughputs increased due to the completion of the 30-inch crude oil pipeline from Taft, Texas to our Corpus Christi North Beach terminal, as well as the re-contracting of certain customer contracts. Lower rates on certain customer contracts partially offset the increase in revenues from increased throughputs.
|
•
|
an increase of $6.9 million in power costs, mainly as the result of higher throughputs on our Permian Crude System and Corpus Christi Crude Pipeline System;
|
•
|
an increase of $6.1 million in compensation expense; and
|
•
|
an increase of $1.9 million due to owning the assets associated with the Council Bluffs Acquisition for the entire period in 2019.
|
•
|
a decrease in revenues of $24.1 million at our North East terminals, mainly due to a decrease in customer base and the re-contracting of certain customer contracts in a backwardated market, as well as an adjustment that increased revenues in 2018 resulting from a change in the term of a contract at our Linden, New Jersey terminal. Please refer to Note 7 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for further discussion of the revenue adjustment; and
|
•
|
a decrease in revenues of $5.8 million at our Point Tupper terminal, mainly due to a decrease in customer base.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Statement of Income Data:
|
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,045,130
|
|
|
$
|
955,446
|
|
|
$
|
89,684
|
|
Product sales
|
475,132
|
|
|
489,326
|
|
|
(14,194
|
)
|
|||
Total revenues
|
1,520,262
|
|
|
1,444,772
|
|
|
75,490
|
|
|||
|
|
|
|
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
||||||
Costs associated with service revenues
|
626,250
|
|
|
552,480
|
|
|
73,770
|
|
|||
Cost of product sales
|
449,613
|
|
|
485,791
|
|
|
(36,178
|
)
|
|||
General and administrative expenses
|
100,067
|
|
|
107,556
|
|
|
(7,489
|
)
|
|||
Other depreciation and amortization expense
|
8,604
|
|
|
8,435
|
|
|
169
|
|
|||
Total costs and expenses
|
1,184,534
|
|
|
1,154,262
|
|
|
30,272
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
335,728
|
|
|
290,510
|
|
|
45,218
|
|
|||
Interest expense, net
|
(184,398
|
)
|
|
(171,774
|
)
|
|
(12,624
|
)
|
|||
Other income (expense), net
|
5,202
|
|
|
(68
|
)
|
|
5,270
|
|
|||
Income from continuing operations before income tax expense
|
156,532
|
|
|
118,668
|
|
|
37,864
|
|
|||
Income tax expense
|
10,157
|
|
|
7,773
|
|
|
2,384
|
|
|||
Income from continuing operations
|
146,375
|
|
|
110,895
|
|
|
35,480
|
|
|||
Income from discontinued operations, net of tax
|
59,419
|
|
|
37,069
|
|
|
22,350
|
|
|||
Net income
|
$
|
205,794
|
|
|
$
|
147,964
|
|
|
$
|
57,830
|
|
Basic and diluted net (loss) income per common unit:
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
(3.34
|
)
|
|
$
|
0.23
|
|
|
$
|
(3.57
|
)
|
Discontinued operations
|
0.57
|
|
|
0.41
|
|
|
0.16
|
|
|||
Total
|
$
|
(2.77
|
)
|
|
$
|
0.64
|
|
|
$
|
(3.41
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Pipeline:
|
|
|
|
|
|
||||||
Crude oil pipelines throughput (barrels/day)
|
876,655
|
|
|
583,323
|
|
|
293,332
|
|
|||
Refined products and ammonia pipelines throughput (barrels/day)
|
557,044
|
|
|
516,736
|
|
|
40,308
|
|
|||
Total throughput (barrels/day)
|
1,433,699
|
|
|
1,100,059
|
|
|
333,640
|
|
|||
Throughput revenues
|
$
|
611,065
|
|
|
$
|
516,288
|
|
|
$
|
94,777
|
|
Operating expenses
|
184,427
|
|
|
156,432
|
|
|
27,995
|
|
|||
Depreciation and amortization expense
|
153,943
|
|
|
128,061
|
|
|
25,882
|
|
|||
Segment operating income
|
$
|
272,695
|
|
|
$
|
231,795
|
|
|
$
|
40,900
|
|
|
|
|
|
|
|
||||||
Storage:
|
|
|
|
|
|
||||||
Throughput (barrels/day)
|
341,396
|
|
|
325,194
|
|
|
16,202
|
|
|||
Throughput terminal revenues
|
$
|
83,157
|
|
|
$
|
85,927
|
|
|
$
|
(2,770
|
)
|
Storage terminal revenues
|
360,431
|
|
|
357,089
|
|
|
3,342
|
|
|||
Total revenues
|
443,588
|
|
|
443,016
|
|
|
572
|
|
|||
Operating expenses
|
194,535
|
|
|
178,600
|
|
|
15,935
|
|
|||
Depreciation and amortization expense
|
93,345
|
|
|
91,696
|
|
|
1,649
|
|
|||
Segment operating income
|
$
|
155,708
|
|
|
$
|
172,720
|
|
|
$
|
(17,012
|
)
|
|
|
|
|
|
|
||||||
Fuels Marketing:
|
|
|
|
|
|
||||||
Product sales and other revenue
|
$
|
465,651
|
|
|
$
|
489,807
|
|
|
$
|
(24,156
|
)
|
Cost of goods
|
446,707
|
|
|
474,188
|
|
|
(27,481
|
)
|
|||
Gross margin
|
18,944
|
|
|
15,619
|
|
|
3,325
|
|
|||
Operating expenses
|
2,980
|
|
|
13,632
|
|
|
(10,652
|
)
|
|||
Segment operating income
|
$
|
15,964
|
|
|
$
|
1,987
|
|
|
$
|
13,977
|
|
|
|
|
|
|
|
||||||
Consolidation and Intersegment Eliminations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
(42
|
)
|
|
$
|
(4,339
|
)
|
|
$
|
4,297
|
|
Cost of goods
|
(74
|
)
|
|
(2,029
|
)
|
|
1,955
|
|
|||
Operating expenses
|
—
|
|
|
(2,309
|
)
|
|
2,309
|
|
|||
Total
|
$
|
32
|
|
|
$
|
(1
|
)
|
|
$
|
33
|
|
|
|
|
|
|
|
||||||
Consolidated Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,520,262
|
|
|
$
|
1,444,772
|
|
|
$
|
75,490
|
|
Costs associated with service revenues:
|
|
|
|
|
|
||||||
Operating expenses
|
378,962
|
|
|
332,723
|
|
|
46,239
|
|
|||
Depreciation and amortization expense
|
247,288
|
|
|
219,757
|
|
|
27,531
|
|
|||
Total costs associated with service revenues
|
626,250
|
|
|
552,480
|
|
|
73,770
|
|
|||
Cost of product sales
|
449,613
|
|
|
485,791
|
|
|
(36,178
|
)
|
|||
Segment operating income
|
444,399
|
|
|
406,501
|
|
|
37,898
|
|
|||
General and administrative expenses
|
100,067
|
|
|
107,556
|
|
|
(7,489
|
)
|
|||
Other depreciation and amortization expense
|
8,604
|
|
|
8,435
|
|
|
169
|
|
|||
Consolidated operating income
|
$
|
335,728
|
|
|
$
|
290,510
|
|
|
$
|
45,218
|
|
•
|
an increase in revenues of $68.4 million and an increase in throughputs of 242,785 barrels per day resulting from increased customer production supplying our Permian Crude System, completion of pipeline expansion projects and owning and operating the system for the entire period in 2018;
|
•
|
an increase in revenues of $16.0 million and an increase in throughputs of 38,624 barrels per day due to a turnaround in the fourth quarter of 2017 at the refinery served by our McKee System pipelines;
|
•
|
an increase in revenues of $13.0 million and an increase in throughputs of 11,318 barrels per day on our East Pipeline due to higher diesel throughputs, an increase in long-haul deliveries resulting in higher average tariffs and the Council Bluffs Acquisition; and
|
•
|
an increase in revenues of $10.8 million and an increase in throughputs of 8,742 barrels per day, mainly due to a turnaround at the refinery served by our North Pipeline in the second quarter of 2017, as well as turnaround activity at a neighboring refinery in 2018, resulting in higher demand on the North Pipeline.
|
•
|
a decrease in revenues of $10.8 million on our Corpus Christi Crude Pipeline System, mainly due to contract renewals at lower rates, which more than offset an increase in throughputs of 47,338 barrels per day; and
|
•
|
a decrease in revenues of $3.4 million and a decrease in throughputs of 13,834 barrels per day on our Ardmore System, mainly due to a customer’s refinery turnaround in 2018, as well as an increase in short-haul deliveries, which result in lower average tariffs.
|
•
|
increased operating expenses of $16.5 million as a result of owning the Permian Crude System for the entire period in 2018 and consistent with the increase in throughputs;
|
•
|
an increase of $3.1 million resulting from the Council Bluffs Acquisition;
|
•
|
an increase of $2.7 million in salaries and wages; and
|
•
|
an increase in power expenses of $2.6 million, mainly due to increased throughputs.
|
•
|
an increase of $9.4 million at our West Coast Terminals, mainly due to project completions, rate escalations and higher throughput and associated handling fees;
|
•
|
an increase of $8.1 million at our North East Terminals, mainly due to an adjustment to revenues resulting from a change in the term of a contract and the completion of a tank expansion project at our Linden terminal, partially offset by a decrease in revenues at our Piney Point terminal due to the non-renewal at expiration of certain customer contracts. Please refer to Note 7 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for further discussion of the revenue adjustment; and
|
•
|
an increase of $1.9 million due to higher reimbursable revenues at our Point Tupper terminal.
|
•
|
a decrease of $15.5 million at our Gulf Coast Terminals, mainly due to a backwardated market resulting in the non-renewal at expiration of certain customer contracts and lower throughput and associated handling fees; and
|
•
|
a decrease of $1.9 million due to lower throughput and handling fees at our Point Tupper terminal.
|
•
|
an increase in salaries and wages of $4.8 million, and an increase in maintenance and regulatory expenses of $1.8 million, both spread across various regions;
|
•
|
an increase in reimbursable expenses of $4.8 million at various terminals, primarily due to tank cleanings at our Point Tupper and Corpus Christi North Beach terminals, which was offset by a corresponding increase in reimbursable revenues; and
|
•
|
an increase in insurance expense of $1.5 million across all terminals due to premium increases.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
508,757
|
|
|
$
|
544,207
|
|
|
$
|
406,799
|
|
Investing activities
|
(319,247
|
)
|
|
(153,778
|
)
|
|
(1,696,441
|
)
|
|||
Financing activities
|
(177,650
|
)
|
|
(399,867
|
)
|
|
1,276,272
|
|
|||
Effect of foreign exchange rate changes on cash
|
(524
|
)
|
|
(1,210
|
)
|
|
1,720
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
11,336
|
|
|
$
|
(10,648
|
)
|
|
$
|
(11,650
|
)
|
•
|
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 current operating capacity of existing assets or extend their useful lives, as well as those required to maintain equipment reliability and safety.
|
|
Strategic
|
|
|
|
|
||||||||||
|
Acquisitions
|
|
Capital Expenditures
|
|
Reliability Capital
Expenditures
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
For the year ended December 31:
|
|
|
|
|
|
|
|
||||||||
2019
|
$
|
—
|
|
|
$
|
466,996
|
|
|
$
|
66,572
|
|
|
$
|
533,568
|
|
2018
|
$
|
37,502
|
|
|
$
|
380,298
|
|
|
$
|
77,154
|
|
|
$
|
494,954
|
|
2017
|
$
|
1,461,719
|
|
|
$
|
327,141
|
|
|
$
|
57,497
|
|
|
$
|
1,846,357
|
|
|
|
|
|
|
|
|
|
||||||||
Expected for the year ended December 31, 2020
|
|
|
$ 300,000 - 350,000
|
|
|
$ 40,000 - 50,000
|
|
|
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2019
|
|
$
|
0.60
|
|
|
$
|
65,128
|
|
|
February 10, 2020
|
|
February 14, 2020
|
September 30, 2019
|
|
$
|
0.60
|
|
|
$
|
64,660
|
|
|
November 8, 2019
|
|
November 14, 2019
|
June 30, 2019
|
|
$
|
0.60
|
|
|
$
|
64,658
|
|
|
August 7, 2019
|
|
August 13, 2019
|
March 31, 2019
|
|
$
|
0.60
|
|
|
$
|
64,690
|
|
|
May 8, 2019
|
|
May 14, 2019
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
—
|
|
|
$
|
1,141
|
|
|
$
|
9,252
|
|
General partner incentive distribution
|
—
|
|
|
—
|
|
|
45,669
|
|
|||
Total general partner distribution
|
—
|
|
|
1,141
|
|
|
54,921
|
|
|||
Common limited partners’ distribution
|
259,136
|
|
|
248,705
|
|
|
407,681
|
|
|||
Total cash distributions
|
$
|
259,136
|
|
|
$
|
249,846
|
|
|
$
|
462,602
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
2.40
|
|
|
$
|
2.40
|
|
|
$
|
4.38
|
|
Units
|
|
Fixed Distribution Rate Per Annum (as a Percentage of the $25.00 Liquidation Preference Per Unit)
|
|
Fixed Distribution Rate Per Unit Per Annum
|
|
Fixed Distribution 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)
|
||||
|
|
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
Series A Preferred Units
|
|
8.50%
|
|
$
|
2.125
|
|
|
$
|
19,252
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B Preferred Units
|
|
7.625%
|
|
$
|
1.90625
|
|
|
$
|
29,357
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C Preferred Units
|
|
9.00%
|
|
$
|
2.25
|
|
|
$
|
15,525
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
•
|
Revolving Credit Agreement due October 29, 2021, with $475.0 million of borrowings outstanding as of December 31, 2019;
|
•
|
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; 6.0% senior notes due June 1, 2026 with a face value of $500.0 million; 5.625% senior notes due April 28, 2027 with a face value of $550.0 million; and subordinated notes due January 15, 2043 with a face value of $402.5 million and a floating interest rate;
|
•
|
$365.4 million in GoZone Bonds due from 2038 to 2041;
|
•
|
Line of credit agreement with $5.5 million of borrowings outstanding as of December 31, 2019; and
|
•
|
Receivables Financing Agreement due September 20, 2021, with $62.2 million of borrowings outstanding as of December 31, 2019.
|
|
Fitch, Inc.
|
|
Moody’s Investor Service Inc.
|
|
S&P Global Ratings
|
Ratings
|
BB
|
|
Ba2
|
|
BB-
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
Payments Due by Period
|
|
|
|
|
||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Long-term debt maturities
|
$
|
450,000
|
|
|
$
|
837,200
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,817,940
|
|
|
$
|
3,355,140
|
|
Interest payments (a)
|
183,704
|
|
|
145,517
|
|
|
111,559
|
|
|
106,395
|
|
|
107,040
|
|
|
979,970
|
|
|
1,634,185
|
|
|||||||
Operating leases (b)
|
12,647
|
|
|
9,419
|
|
|
8,717
|
|
|
7,605
|
|
|
6,739
|
|
|
60,354
|
|
|
105,481
|
|
|||||||
Finance leases (b)
|
6,702
|
|
|
5,252
|
|
|
4,582
|
|
|
4,480
|
|
|
4,067
|
|
|
59,681
|
|
|
84,764
|
|
|||||||
Purchase obligations (c)
|
8,935
|
|
|
7,643
|
|
|
6,202
|
|
|
1,485
|
|
|
812
|
|
|
5,157
|
|
|
30,234
|
|
|||||||
Total
|
$
|
661,988
|
|
|
$
|
1,005,031
|
|
|
$
|
381,060
|
|
|
$
|
119,965
|
|
|
$
|
118,658
|
|
|
$
|
2,923,102
|
|
|
$
|
5,209,804
|
|
(a)
|
The interest payments calculated for our variable-rate, long-term debt are based on interest rates and the outstanding borrowings as of December 31, 2019. The interest payments on our fixed-rate debt are based on the stated interest rates and the outstanding borrowings as of December 31, 2019.
|
(b)
|
Our operating leases consist primarily of land and dock leases at various terminal facilities. Our finance leases consist primarily of a dock lease at a terminal facility with an initial term of five years and four additional five-year renewal periods that also includes a commitment for minimum dockage and wharfage throughput volumes. Please see Note 17 of the Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information.
|
(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.
|
•
|
whether there is an event or circumstance that may indicate that the carrying amount of an asset may not be recoverable;
|
•
|
the grouping of assets;
|
•
|
the intention of holding, abandoning or selling an asset;
|
•
|
the forecast of undiscounted expected future cash flows with respect to an asset or asset group; and
|
•
|
if an impairment exists, the fair value of the asset or asset group.
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines; and
|
•
|
terminals, excluding our Point Tupper facility and our refinery crude storage tanks.
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
Increase in benefit obligation as of December 31, 2019 from:
|
|
|
|
||||
Discount rate decrease
|
$
|
5,800
|
|
|
$
|
500
|
|
Compensation rate increase
|
$
|
1,500
|
|
|
n/a
|
|
|
|
|
|
|
||||
Increase in net periodic benefit cost for the year ending
December 31, 2020 resulting from:
|
|
|
|
||||
Discount rate decrease
|
$
|
300
|
|
|
$
|
100
|
|
Expected long-term rate of returns on plan assets decrease
|
$
|
400
|
|
|
n/a
|
|
|
Compensation rate increase
|
$
|
400
|
|
|
n/a
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
December 31, 2019
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,050,000
|
|
|
$
|
2,050,000
|
|
|
$
|
2,123,964
|
|
Weighted-average
rate
|
4.8
|
%
|
|
6.8
|
%
|
|
4.8
|
%
|
|
—
|
|
|
—
|
|
|
5.8
|
%
|
|
5.6
|
%
|
|
—
|
|
||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
537,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
767,940
|
|
|
$
|
1,305,140
|
|
|
$
|
1,318,037
|
|
Weighted-average
rate
|
—
|
|
|
3.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
%
|
|
4.7
|
%
|
|
—
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||
|
Expected Maturity Dates
|
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
There-
after
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
|
(Thousands of Dollars, Except Interest Rates)
|
||||||||||||||||||||||||||||||
Long-term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-rate
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
300,000
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
|
$
|
1,550,000
|
|
|
$
|
1,499,920
|
|
Weighted-average
rate
|
—
|
|
|
4.8
|
%
|
|
6.8
|
%
|
|
4.8
|
%
|
|
—
|
|
|
5.6
|
%
|
|
5.5
|
%
|
|
—
|
|
||||||||
Variable-rate
|
$
|
—
|
|
|
$
|
806,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
767,940
|
|
|
$
|
1,574,740
|
|
|
$
|
1,556,784
|
|
Weighted-average
rate
|
—
|
|
|
4.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
%
|
|
5.0
|
%
|
|
—
|
|
Notional Amount as of December 31,
|
|
Period of Hedge
|
|
Weighted-Average Fixed Rate
|
|
Fair Value as of December 31,
|
|||||||||||||
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
|||||||||||
(Thousands of Dollars)
|
|
|
|
|
|
(Thousands of Dollars)
|
|||||||||||||
$
|
250,000
|
|
|
$
|
250,000
|
|
|
09/2020 - 09/2030
|
|
2.8
|
%
|
|
$
|
(19,169
|
)
|
|
$
|
(124
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,192
|
|
|
$
|
11,529
|
|
Accounts receivable, net of allowance for doubtful accounts of $72 and $9,412
as of December 31, 2019 and 2018, respectively
|
152,530
|
|
|
110,417
|
|
||
Inventories
|
12,393
|
|
|
8,434
|
|
||
Prepaid and other current assets
|
21,933
|
|
|
17,374
|
|
||
Assets held for sale
|
—
|
|
|
599,347
|
|
||
Total current assets
|
203,048
|
|
|
747,101
|
|
||
Property, plant and equipment, at cost
|
6,187,144
|
|
|
5,627,805
|
|
||
Accumulated depreciation and amortization
|
(2,068,165
|
)
|
|
(1,853,003
|
)
|
||
Property, plant and equipment, net
|
4,118,979
|
|
|
3,774,802
|
|
||
Intangible assets, net
|
681,632
|
|
|
733,056
|
|
||
Goodwill
|
1,005,853
|
|
|
1,005,853
|
|
||
Other long-term assets, net
|
176,480
|
|
|
88,328
|
|
||
Total assets
|
$
|
6,185,992
|
|
|
$
|
6,349,140
|
|
Liabilities, Mezzanine Equity and Partners’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
109,834
|
|
|
$
|
103,122
|
|
Short-term debt and current portion of finance leases
|
10,046
|
|
|
18,500
|
|
||
Current portion of long-term debt
|
452,367
|
|
|
—
|
|
||
Accrued interest payable
|
37,925
|
|
|
36,293
|
|
||
Accrued liabilities
|
104,285
|
|
|
74,418
|
|
||
Taxes other than income tax
|
12,781
|
|
|
16,823
|
|
||
Income tax payable
|
4,325
|
|
|
4,445
|
|
||
Liabilities held for sale
|
—
|
|
|
69,834
|
|
||
Total current liabilities
|
731,563
|
|
|
323,435
|
|
||
Long-term debt, less current portion
|
2,934,918
|
|
|
3,111,996
|
|
||
Deferred income tax liability
|
12,427
|
|
|
12,428
|
|
||
Other long-term liabilities
|
148,939
|
|
|
79,558
|
|
||
Total liabilities
|
3,827,847
|
|
|
3,527,417
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 16)
|
|
|
|
||||
|
|
|
|
||||
Series D preferred limited partners (23,246,650 preferred units outstanding as of
December 31, 2019 and 2018) (Note 19) |
581,935
|
|
|
563,992
|
|
||
|
|
|
|
||||
Partners’ equity (Note 20):
|
|
|
|
||||
Series A (9,060,000 units outstanding as of December 31, 2019 and 2018)
|
218,307
|
|
|
218,307
|
|
||
Series B (15,400,000 units outstanding as of December 31, 2019 and 2018)
|
371,476
|
|
|
371,476
|
|
||
Series C (6,900,000 units outstanding as of December 31, 2019 and 2018)
|
166,518
|
|
|
166,518
|
|
||
Common limited partners (108,527,806 and 107,225,156 common units outstanding
as of December 31, 2019 and 2018, respectively) |
1,087,805
|
|
|
1,556,308
|
|
||
Accumulated other comprehensive loss
|
(67,896
|
)
|
|
(54,878
|
)
|
||
Total partners’ equity
|
1,776,210
|
|
|
2,257,731
|
|
||
Total liabilities, mezzanine equity and partners’ equity
|
$
|
6,185,992
|
|
|
$
|
6,349,140
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,148,167
|
|
|
$
|
1,045,130
|
|
|
$
|
955,446
|
|
Product sales
|
349,854
|
|
|
475,132
|
|
|
489,326
|
|
|||
Total revenues
|
1,498,021
|
|
|
1,520,262
|
|
|
1,444,772
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Costs associated with service revenues:
|
|
|
|
|
|
||||||
Operating expenses (excluding depreciation and amortization expense)
|
404,682
|
|
|
378,962
|
|
|
332,723
|
|
|||
Depreciation and amortization expense
|
264,564
|
|
|
247,288
|
|
|
219,757
|
|
|||
Total costs associated with service revenues
|
669,246
|
|
|
626,250
|
|
|
552,480
|
|
|||
Cost of product sales
|
321,644
|
|
|
449,613
|
|
|
485,791
|
|
|||
General and administrative expenses (excluding depreciation and amortization expense)
|
107,855
|
|
|
100,067
|
|
|
107,556
|
|
|||
Other depreciation and amortization expense
|
8,360
|
|
|
8,604
|
|
|
8,435
|
|
|||
Total costs and expenses
|
1,107,105
|
|
|
1,184,534
|
|
|
1,154,262
|
|
|||
Operating income
|
390,916
|
|
|
335,728
|
|
|
290,510
|
|
|||
Interest expense, net
|
(183,070
|
)
|
|
(184,398
|
)
|
|
(171,774
|
)
|
|||
Other income (expense), net
|
3,742
|
|
|
5,202
|
|
|
(68
|
)
|
|||
Income from continuing operations before income tax expense
|
211,588
|
|
|
156,532
|
|
|
118,668
|
|
|||
Income tax expense
|
4,754
|
|
|
10,157
|
|
|
7,773
|
|
|||
Income from continuing operations
|
206,834
|
|
|
146,375
|
|
|
110,895
|
|
|||
(Loss) income from discontinued operations, net of tax
|
(312,527
|
)
|
|
59,419
|
|
|
37,069
|
|
|||
Net (loss) income
|
$
|
(105,693
|
)
|
|
$
|
205,794
|
|
|
$
|
147,964
|
|
|
|
|
|
|
|
||||||
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.60
|
|
|
$
|
(3.34
|
)
|
|
$
|
0.23
|
|
Discontinued operations
|
(2.90
|
)
|
|
0.57
|
|
|
0.41
|
|
|||
Total (Note 21)
|
$
|
(2.30
|
)
|
|
$
|
(2.77
|
)
|
|
$
|
0.64
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
107,789,030
|
|
|
99,490,495
|
|
|
88,825,964
|
|
|||
Diluted weighted-average common units outstanding
|
107,854,699
|
|
|
99,531,172
|
|
|
88,825,964
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net (loss) income
|
$
|
(105,693
|
)
|
|
$
|
205,794
|
|
|
$
|
147,964
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
3,527
|
|
|
4,304
|
|
|
17,466
|
|
|||
Net (loss) gain on pension and other postretirement benefit adjustments, net of income tax benefit (expense) of $14, ($94) and $184
|
(1,314
|
)
|
|
2,334
|
|
|
(6,170
|
)
|
|||
Net (loss) gain on cash flow hedges
|
(15,231
|
)
|
|
23,411
|
|
|
(2,046
|
)
|
|||
Total other comprehensive (loss) income
|
(13,018
|
)
|
|
30,049
|
|
|
9,250
|
|
|||
Comprehensive (loss) income
|
$
|
(118,711
|
)
|
|
$
|
235,843
|
|
|
$
|
157,214
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(105,693
|
)
|
|
$
|
205,794
|
|
|
$
|
147,964
|
|
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
281,460
|
|
|
297,874
|
|
|
264,232
|
|
|||
Amortization of unit-based compensation
|
14,386
|
|
|
12,004
|
|
|
8,132
|
|
|||
Amortization of debt related items
|
5,209
|
|
|
7,388
|
|
|
6,147
|
|
|||
Loss from sale or disposition of assets
|
3,499
|
|
|
41,272
|
|
|
4,984
|
|
|||
Gain from insurance recoveries
|
—
|
|
|
(78,756
|
)
|
|
—
|
|
|||
Asset and goodwill impairment losses
|
336,838
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax (benefit) expense
|
(476
|
)
|
|
2,043
|
|
|
6
|
|
|||
Changes in current assets and current liabilities (Note 22)
|
(44,765
|
)
|
|
78,262
|
|
|
(26,493
|
)
|
|||
Decrease (increase) in other long-term assets
|
22,020
|
|
|
(3,029
|
)
|
|
943
|
|
|||
(Decrease) increase in other long-term liabilities
|
(1,407
|
)
|
|
(17,832
|
)
|
|
2,414
|
|
|||
Other, net
|
(2,314
|
)
|
|
(813
|
)
|
|
(1,530
|
)
|
|||
Net cash provided by operating activities
|
508,757
|
|
|
544,207
|
|
|
406,799
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(533,568
|
)
|
|
(457,452
|
)
|
|
(384,638
|
)
|
|||
Change in accounts payable related to capital expenditures
|
(12,731
|
)
|
|
(7,683
|
)
|
|
36,903
|
|
|||
Acquisitions
|
—
|
|
|
(37,502
|
)
|
|
(1,461,719
|
)
|
|||
Proceeds from Axeon term loan
|
—
|
|
|
—
|
|
|
110,000
|
|
|||
Proceeds from insurance recoveries
|
—
|
|
|
78,419
|
|
|
977
|
|
|||
Proceeds from sale or disposition of assets
|
228,152
|
|
|
270,440
|
|
|
2,036
|
|
|||
Other, net
|
(1,100
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(319,247
|
)
|
|
(153,778
|
)
|
|
(1,696,441
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt borrowings
|
659,300
|
|
|
1,254,153
|
|
|
1,465,767
|
|
|||
Proceeds from short-term debt borrowings
|
307,500
|
|
|
618,500
|
|
|
1,051,000
|
|
|||
Proceeds from note offering, net of issuance costs
|
491,580
|
|
|
—
|
|
|
543,333
|
|
|||
Long-term debt repayments
|
(928,900
|
)
|
|
(1,746,776
|
)
|
|
(1,417,539
|
)
|
|||
Short-term debt repayments
|
(320,500
|
)
|
|
(635,000
|
)
|
|
(1,070,000
|
)
|
|||
Proceeds from issuance of Series D preferred units
|
—
|
|
|
590,000
|
|
|
—
|
|
|||
Payment of issuance costs for Series D preferred units
|
—
|
|
|
(34,203
|
)
|
|
—
|
|
|||
Proceeds from issuance of other preferred units, net of issuance costs
|
—
|
|
|
—
|
|
|
538,560
|
|
|||
Proceeds from issuance of common units, net of issuance costs
|
15,000
|
|
|
10,000
|
|
|
643,878
|
|
|||
Contributions from general partner
|
—
|
|
|
204
|
|
|
13,737
|
|
|||
Distributions to preferred unitholders
|
(121,693
|
)
|
|
(90,670
|
)
|
|
(38,833
|
)
|
|||
Distributions to common unitholders and general partner
|
(258,354
|
)
|
|
(300,777
|
)
|
|
(446,306
|
)
|
|||
Cash consideration for Merger (Note 4)
|
—
|
|
|
(67,795
|
)
|
|
—
|
|
|||
Proceeds from termination of interest rate swaps
|
—
|
|
|
8,048
|
|
|
—
|
|
|||
Payment of tax withholding for unit-based compensation
|
(8,771
|
)
|
|
(2,083
|
)
|
|
(2,838
|
)
|
|||
(Decrease) increase in cash book overdrafts
|
(3,752
|
)
|
|
2,935
|
|
|
1,736
|
|
|||
Other, net
|
(9,060
|
)
|
|
(6,403
|
)
|
|
(6,223
|
)
|
|||
Net cash (used in) provided by financing activities
|
(177,650
|
)
|
|
(399,867
|
)
|
|
1,276,272
|
|
|||
Effect of foreign exchange rate changes on cash
|
(524
|
)
|
|
(1,210
|
)
|
|
1,720
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
11,336
|
|
|
(10,648
|
)
|
|
(11,650
|
)
|
|||
Cash, cash equivalents and restricted cash as of the beginning of the period
|
13,644
|
|
|
24,292
|
|
|
35,942
|
|
|||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
24,980
|
|
|
$
|
13,644
|
|
|
$
|
24,292
|
|
|
Limited Partners
|
|
|
|
|
|
|
|
Mezzanine Equity
|
|
|
||||||||||||||||
|
Preferred
|
|
Common
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Partners’ Equity
(Note 20)
|
|
Series D Preferred Limited Partners (Note 19)
|
|
Total
|
||||||||||||||
Balance as of January 1, 2017
|
$
|
218,400
|
|
|
$
|
1,455,642
|
|
|
$
|
31,752
|
|
|
$
|
(94,177
|
)
|
|
$
|
1,611,617
|
|
|
$
|
—
|
|
|
$
|
1,611,617
|
|
Net income
|
40,448
|
|
|
60,610
|
|
|
46,906
|
|
|
—
|
|
|
147,964
|
|
|
—
|
|
|
147,964
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,250
|
|
|
9,250
|
|
|
—
|
|
|
9,250
|
|
|||||||
Distributions to partners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Series A, B and C preferred
|
(40,448
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,448
|
)
|
|
—
|
|
|
(40,448
|
)
|
|||||||
Common ($4.38 per unit)
and general partner
|
—
|
|
|
(391,737
|
)
|
|
(54,569
|
)
|
|
—
|
|
|
(446,306
|
)
|
|
—
|
|
|
(446,306
|
)
|
|||||||
Issuance of common units, including contribution
from general partner
|
—
|
|
|
643,878
|
|
|
13,597
|
|
|
—
|
|
|
657,475
|
|
|
—
|
|
|
657,475
|
|
|||||||
Issuance of preferred units
|
538,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
538,560
|
|
|
—
|
|
|
538,560
|
|
|||||||
Unit-based compensation
|
—
|
|
|
2,516
|
|
|
140
|
|
|
—
|
|
|
2,656
|
|
|
—
|
|
|
2,656
|
|
|||||||
Other
|
(357
|
)
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|
—
|
|
|
(679
|
)
|
|||||||
Balance as of December 31, 2017
|
756,603
|
|
|
1,770,587
|
|
|
37,826
|
|
|
(84,927
|
)
|
|
2,480,089
|
|
|
—
|
|
|
2,480,089
|
|
|||||||
Net income
|
64,091
|
|
|
110,788
|
|
|
2,466
|
|
|
—
|
|
|
177,345
|
|
|
28,449
|
|
|
205,794
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
30,049
|
|
|
30,049
|
|
|
—
|
|
|
30,049
|
|
|||||||
Distributions to partners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Series A, B and C preferred
|
(64,091
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,091
|
)
|
|
—
|
|
|
(64,091
|
)
|
|||||||
Common ($2.895 per unit)
and general partner
|
—
|
|
|
(286,398
|
)
|
|
(14,379
|
)
|
|
—
|
|
|
(300,777
|
)
|
|
—
|
|
|
(300,777
|
)
|
|||||||
Series D preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,449
|
)
|
|
(28,449
|
)
|
|||||||
Issuance of common units, including contribution
from general partner
|
—
|
|
|
10,000
|
|
|
204
|
|
|
—
|
|
|
10,204
|
|
|
—
|
|
|
10,204
|
|
|||||||
Issuance of Series D preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
555,797
|
|
|
555,797
|
|
|||||||
Unit-based compensation
|
—
|
|
|
7,925
|
|
|
—
|
|
|
—
|
|
|
7,925
|
|
|
—
|
|
|
7,925
|
|
|||||||
Adjustments related to the Merger (refer to Note 4 for discussion)
|
—
|
|
|
(41,973
|
)
|
|
(25,999
|
)
|
|
—
|
|
|
(67,972
|
)
|
|
—
|
|
|
(67,972
|
)
|
|||||||
Series D Preferred Unit accretion
|
—
|
|
|
(8,195
|
)
|
|
—
|
|
|
—
|
|
|
(8,195
|
)
|
|
8,195
|
|
|
—
|
|
|||||||
Other
|
(302
|
)
|
|
(6,426
|
)
|
|
(118
|
)
|
|
—
|
|
|
(6,846
|
)
|
|
—
|
|
|
(6,846
|
)
|
|||||||
Balance as of December 31, 2018
|
756,301
|
|
|
1,556,308
|
|
|
—
|
|
|
(54,878
|
)
|
|
2,257,731
|
|
|
563,992
|
|
|
2,821,723
|
|
|||||||
Net income (loss)
|
64,134
|
|
|
(227,386
|
)
|
|
—
|
|
|
—
|
|
|
(163,252
|
)
|
|
57,559
|
|
|
(105,693
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,018
|
)
|
|
(13,018
|
)
|
|
—
|
|
|
(13,018
|
)
|
|||||||
Distributions to partners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Series A, B and C preferred
|
(64,134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,134
|
)
|
|
—
|
|
|
(64,134
|
)
|
|||||||
Common ($2.40 per unit)
|
—
|
|
|
(258,354
|
)
|
|
—
|
|
|
—
|
|
|
(258,354
|
)
|
|
—
|
|
|
(258,354
|
)
|
|||||||
Series D preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,559
|
)
|
|
(57,559
|
)
|
|||||||
Issuance of common units
|
—
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|||||||
Unit-based compensation
|
—
|
|
|
20,766
|
|
|
—
|
|
|
—
|
|
|
20,766
|
|
|
—
|
|
|
20,766
|
|
|||||||
Series D Preferred Unit accretion
|
—
|
|
|
(18,085
|
)
|
|
—
|
|
|
—
|
|
|
(18,085
|
)
|
|
18,085
|
|
|
—
|
|
|||||||
Other
|
—
|
|
|
(444
|
)
|
|
—
|
|
|
—
|
|
|
(444
|
)
|
|
(142
|
)
|
|
(586
|
)
|
|||||||
Balance as of December 31, 2019
|
$
|
756,301
|
|
|
$
|
1,087,805
|
|
|
$
|
—
|
|
|
$
|
(67,896
|
)
|
|
$
|
1,776,210
|
|
|
$
|
581,935
|
|
|
$
|
2,358,145
|
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines; and
|
•
|
terminals, excluding our Point Tupper facility and our refinery crude storage tanks.
|
Consideration transferred:
|
|
|
||
Fair value of incremental NS common units issued
|
|
$
|
335,106
|
|
Holdings debt and assumed net current liabilities
|
|
52,075
|
|
|
Transaction costs
|
|
15,897
|
|
|
Total consideration
|
|
403,078
|
|
|
|
|
|
||
Carrying value of general partner interest
|
|
25,999
|
|
|
Loss to common unitholders attributable to the Merger
|
|
$
|
(377,079
|
)
|
|
|
|
||
For the year ended December 31, 2018:
|
|
|
||
Basic weighted-average common units outstanding
|
|
99,490,495
|
|
|
Loss per common unit attributable to the Merger
|
|
$
|
(3.79
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues
|
$
|
248,981
|
|
|
$
|
441,495
|
|
|
$
|
369,247
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues
|
220,595
|
|
|
407,256
|
|
|
318,532
|
|
|||
Impairment losses
|
336,838
|
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses (excluding depreciation and amortization expense)
|
1,231
|
|
|
6,133
|
|
|
4,684
|
|
|||
Other depreciation and amortization expense
|
—
|
|
|
271
|
|
|
263
|
|
|||
Total costs and expenses
|
558,664
|
|
|
413,660
|
|
|
323,479
|
|
|||
Operating (loss) income
|
(309,683
|
)
|
|
27,835
|
|
|
45,768
|
|
|||
Interest income (expense), net
|
32
|
|
|
(1,839
|
)
|
|
(1,309
|
)
|
|||
Other (expense) income, net
|
(2,775
|
)
|
|
34,674
|
|
|
(5,226
|
)
|
|||
(Loss) income from discontinued operations before income
tax expense
|
(312,426
|
)
|
|
60,670
|
|
|
39,233
|
|
|||
Income tax expense
|
101
|
|
|
1,251
|
|
|
2,164
|
|
|||
(Loss) income from discontinued operations, net of tax
|
$
|
(312,527
|
)
|
|
$
|
59,419
|
|
|
$
|
37,069
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Capital expenditures
|
$
|
(27,954
|
)
|
|
$
|
(114,811
|
)
|
|
$
|
(153,785
|
)
|
|
|
|
|
|
|
||||||
Significant noncash operating activities and other adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
$
|
8,536
|
|
|
$
|
41,982
|
|
|
$
|
36,040
|
|
Asset impairment losses
|
$
|
305,715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Goodwill impairment loss
|
$
|
31,123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss from sale of the St. Eustatius Operations
|
$
|
3,942
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss from sale of the European Operations
|
$
|
—
|
|
|
$
|
43,366
|
|
|
$
|
—
|
|
Gain from insurance recoveries
|
$
|
—
|
|
|
$
|
(78,756
|
)
|
|
$
|
—
|
|
|
December 31, 2018
|
||
|
(Thousands of Dollars)
|
||
Total current assets
|
$
|
54,404
|
|
Property, plant and equipment, net
|
513,820
|
|
|
Goodwill
|
31,123
|
|
|
Assets held for sale
|
$
|
599,347
|
|
|
|
||
Current liabilities
|
$
|
69,834
|
|
|
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)
|
398,024
|
|
|
Other long-term assets, net
|
2,199
|
|
|
Current liabilities
|
(22,300
|
)
|
|
Purchase price allocation, net of cash acquired
|
$
|
1,461,719
|
|
(a)
|
Intangible assets, which consist of customer contracts and relationships, are 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.
|
•
|
we completed the Navigator Acquisition on January 1, 2017;
|
•
|
we issued approximately 14.4 million common units;
|
•
|
we received a contribution from our general partner of $13.6 million to maintain the 2% general partner economic interest it owned at that time;
|
•
|
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 purchase price allocation above; and
|
•
|
we satisfied Navigator’s outstanding obligations under its revolving credit agreement.
|
|
Year Ended December 31, 2017
|
||
|
(Thousands of Dollars, Except Per Unit Data)
|
||
Revenues
|
$
|
1,828,418
|
|
Net income
|
$
|
127,433
|
|
|
|
||
Basic and diluted net income per common unit
|
$
|
0.31
|
|
|
As Reported
|
|
Without Adoption of ASC Topic 606
|
|
Effect of Change
Higher/(Lower)
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
For the year ended December 31, 2018:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,520,262
|
|
|
$
|
1,526,447
|
|
|
$
|
(6,185
|
)
|
Operating income
|
$
|
335,728
|
|
|
$
|
341,913
|
|
|
$
|
(6,185
|
)
|
Income from continuing operations
|
$
|
146,375
|
|
|
$
|
152,560
|
|
|
$
|
(6,185
|
)
|
Basic net loss per common unit from continuing operations
|
$
|
(3.34
|
)
|
|
$
|
(3.27
|
)
|
|
$
|
(0.07
|
)
|
|
2019
|
|
2018
|
||||||||||||
|
Contract Assets
|
|
Contract Liabilities
|
|
Contract Assets
|
|
Contract Liabilities
|
||||||||
|
(Thousands of Dollars)
|
|
(Thousands of Dollars)
|
||||||||||||
Balances as of January 1:
|
|
|
|
|
|
|
|
||||||||
Current portion
|
$
|
2,066
|
|
|
$
|
(21,579
|
)
|
|
$
|
1,956
|
|
|
$
|
(13,801
|
)
|
Noncurrent portion
|
539
|
|
|
(38,945
|
)
|
|
171
|
|
|
(46,361
|
)
|
||||
Held for sale
|
—
|
|
|
(25,357
|
)
|
|
—
|
|
|
(302
|
)
|
||||
Total
|
2,605
|
|
|
(85,881
|
)
|
|
2,127
|
|
|
(60,464
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Activity:
|
|
|
|
|
|
|
|
||||||||
Additions
|
4,890
|
|
|
(52,957
|
)
|
|
3,281
|
|
|
(83,243
|
)
|
||||
Transfer to accounts receivable
|
(4,352
|
)
|
|
—
|
|
|
(2,803
|
)
|
|
—
|
|
||||
Transfer to revenues, including amounts reported in discontinued operations
|
—
|
|
|
77,466
|
|
|
—
|
|
|
57,826
|
|
||||
Total
|
538
|
|
|
24,509
|
|
|
478
|
|
|
(25,417
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of December 31:
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Current portion
|
2,140
|
|
|
(21,083
|
)
|
|
2,066
|
|
|
(21,579
|
)
|
||||
Noncurrent portion
|
1,003
|
|
|
(40,289
|
)
|
|
539
|
|
|
(38,945
|
)
|
||||
Held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,357
|
)
|
||||
Total
|
$
|
3,143
|
|
|
$
|
(61,372
|
)
|
|
$
|
2,605
|
|
|
$
|
(85,881
|
)
|
2020
|
|
$
|
529,830
|
|
2021
|
|
376,500
|
|
|
2022
|
|
310,632
|
|
|
2023
|
|
236,853
|
|
|
2024
|
|
175,358
|
|
|
Thereafter
|
|
255,808
|
|
|
Total
|
|
$
|
1,884,981
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Pipeline segment:
|
|
|
|
|
|
||||||
Crude oil pipelines
|
$
|
316,417
|
|
|
$
|
248,261
|
|
|
$
|
187,874
|
|
Refined products and ammonia pipelines (excluding lessor revenues)
|
376,588
|
|
|
362,750
|
|
|
328,414
|
|
|||
Total pipeline segment revenues from contracts with customers
|
693,005
|
|
|
611,011
|
|
|
516,288
|
|
|||
Lessor revenues
|
8,825
|
|
|
54
|
|
|
—
|
|
|||
Total pipeline segment revenues
|
701,830
|
|
|
611,065
|
|
|
516,288
|
|
|||
|
|
|
|
|
|
||||||
Storage segment:
|
|
|
|
|
|
||||||
Throughput terminals
|
114,243
|
|
|
83,157
|
|
|
85,927
|
|
|||
Storage terminals (excluding lessor revenues)
|
298,984
|
|
|
320,582
|
|
|
317,963
|
|
|||
Total storage segment revenues from contracts with customers
|
413,227
|
|
|
403,739
|
|
|
403,890
|
|
|||
Lessor revenues
|
40,774
|
|
|
39,849
|
|
|
39,126
|
|
|||
Total storage segment revenues
|
454,001
|
|
|
443,588
|
|
|
443,016
|
|
|||
|
|
|
|
|
|
||||||
Fuels marketing segment:
|
|
|
|
|
|
||||||
Revenues from contracts with customers
|
342,215
|
|
|
465,651
|
|
|
489,807
|
|
|||
|
|
|
|
|
|
||||||
Consolidation and intersegment eliminations
|
(25
|
)
|
|
(42
|
)
|
|
(4,339
|
)
|
|||
|
|
|
|
|
|
||||||
Total revenues
|
$
|
1,498,021
|
|
|
$
|
1,520,262
|
|
|
$
|
1,444,772
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of beginning of year
|
$
|
9,412
|
|
|
$
|
9,380
|
|
|
$
|
7,700
|
|
Increase in allowance, net
|
2,322
|
|
|
233
|
|
|
1,705
|
|
|||
Accounts charged against the allowance
|
(11,662
|
)
|
|
(201
|
)
|
|
(25
|
)
|
|||
Balance as of end of year
|
$
|
72
|
|
|
$
|
9,412
|
|
|
$
|
9,380
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands of Dollars)
|
||||||
Petroleum products
|
$
|
8,646
|
|
|
$
|
4,853
|
|
Materials and supplies
|
3,747
|
|
|
3,581
|
|
||
Total
|
$
|
12,393
|
|
|
$
|
8,434
|
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||||
|
|
2019
|
|
2018
|
|||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||
Land
|
|
-
|
|
|
$
|
144,409
|
|
|
$
|
138,487
|
|
Land and leasehold improvements
|
5
|
-
|
40
|
|
223,220
|
|
|
181,578
|
|
||
Buildings
|
15
|
-
|
40
|
|
166,878
|
|
|
146,517
|
|
||
Pipelines, storage and terminals
|
15
|
-
|
40
|
|
5,038,468
|
|
|
4,702,421
|
|
||
Rights-of-way
|
20
|
-
|
40
|
|
350,026
|
|
|
301,738
|
|
||
Construction in progress
|
|
-
|
|
|
264,143
|
|
|
157,064
|
|
||
Total
|
|
|
|
|
6,187,144
|
|
|
5,627,805
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
|
(2,068,165
|
)
|
|
(1,853,003
|
)
|
||
Property, plant and equipment, net
|
|
|
|
|
$
|
4,118,979
|
|
|
$
|
3,774,802
|
|
|
Weighted-Average Amortization Period
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
|||||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||||||||
Customer contracts and relationships
|
18
|
|
$
|
863,900
|
|
|
$
|
(183,832
|
)
|
|
$
|
863,950
|
|
|
$
|
(132,509
|
)
|
Other
|
47
|
|
2,359
|
|
|
(795
|
)
|
|
2,359
|
|
|
(744
|
)
|
||||
Total
|
|
|
$
|
866,259
|
|
|
$
|
(184,627
|
)
|
|
$
|
866,309
|
|
|
$
|
(133,253
|
)
|
|
Pipeline
|
|
Storage
|
|
Total
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balances as of January 1, 2018
|
$
|
707,045
|
|
|
$
|
301,622
|
|
|
$
|
1,008,667
|
|
|
|
|
|
|
|
||||||
Activity for the year ended December 31, 2018:
|
|
|
|
|
|
||||||
Navigator Acquisition purchase price allocation adjustments (Note 6)
|
(2,814
|
)
|
|
—
|
|
|
(2,814
|
)
|
|||
|
|
|
|
|
|
||||||
Balances as of December 31, 2018 and 2019
|
$
|
704,231
|
|
|
$
|
301,622
|
|
|
$
|
1,005,853
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands of Dollars)
|
||||||
Employee wages and benefit costs
|
$
|
36,704
|
|
|
$
|
29,518
|
|
Revenue contract liabilities
|
21,083
|
|
|
21,579
|
|
||
Interest rate swaps
|
19,169
|
|
|
—
|
|
||
Operating lease liabilities
|
10,416
|
|
|
—
|
|
||
Other
|
16,913
|
|
|
23,321
|
|
||
Accrued liabilities
|
$
|
104,285
|
|
|
$
|
74,418
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Thousands of Dollars)
|
||||||
Short-term line of credit
|
|
$
|
5,500
|
|
|
$
|
18,500
|
|
Current portion of finance leases (refer to Note 17)
|
|
4,546
|
|
|
—
|
|
||
Short-term debt and current portion of finance leases
|
|
$
|
10,046
|
|
|
$
|
18,500
|
|
2020
|
$
|
450,000
|
|
2021
|
837,200
|
|
|
2022
|
250,000
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
1,817,940
|
|
|
Total repayments
|
3,355,140
|
|
|
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
(23,301
|
)
|
|
Total long-term debt (excluding finance leases)
|
$
|
3,331,839
|
|
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
|
|
|
$
|
—
|
|
|
1.6
|
%
|
July 15, 2010
|
|
July 1, 2040
|
|
100,000
|
|
|
101,315
|
|
|
100,000
|
|
|
—
|
|
|
1.5
|
%
|
||||
October 7, 2010
|
|
October 1, 2040
|
|
50,000
|
|
|
50,658
|
|
|
43,741
|
|
|
6,652
|
|
|
1.5
|
%
|
||||
December 29, 2010
|
|
December 1, 2040
|
|
85,000
|
|
|
86,118
|
|
|
49,782
|
|
|
36,580
|
|
|
1.5
|
%
|
||||
August 9, 2011
|
|
August 1, 2041
|
|
75,000
|
|
|
75,986
|
|
|
75,000
|
|
|
—
|
|
|
1.6
|
%
|
||||
|
|
Total
|
|
$
|
365,440
|
|
|
$
|
370,246
|
|
|
$
|
323,963
|
|
|
$
|
43,232
|
|
|
|
(a)
|
Amount remaining in trust includes accrued interest.
|
(b)
|
For the year ended December 31, 2019, our weighted-average interest rate on borrowings was 1.5%.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands of Dollars)
|
||||||
Balance as of the beginning of year
|
$
|
7,753
|
|
|
$
|
5,095
|
|
Additions to accrual
|
3,700
|
|
|
5,708
|
|
||
Payments
|
(3,515
|
)
|
|
(3,050
|
)
|
||
Balance as of the end of year
|
$
|
7,938
|
|
|
$
|
7,753
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands of Dollars)
|
||||||
Accrued liabilities
|
$
|
4,837
|
|
|
$
|
4,349
|
|
Other long-term liabilities
|
3,101
|
|
|
3,404
|
|
||
Accruals for environmental matters
|
$
|
7,938
|
|
|
$
|
7,753
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
There-
after
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Purchase obligations
|
$
|
8,935
|
|
|
$
|
7,643
|
|
|
$
|
6,202
|
|
|
$
|
1,485
|
|
|
$
|
812
|
|
|
$
|
5,157
|
|
|
$
|
30,234
|
|
•
|
the package of practical expedients, which, among other things, allowed us to carry forward historical lease classification;
|
•
|
the practical expedient specifically related to land easements, which, among other things, allowed us to carry forward our historical accounting treatment for existing land easement agreements;
|
•
|
the lessee practical expedient to combine lease and non-lease components for all of our asset classes except the other pipeline and terminal equipment asset class; and
|
•
|
the lessor practical expedient to combine lease and non-lease components and to account for the transaction based on the predominant component (i.e., ASC Topic 842 or ASC Topic 606, “Revenue from Contracts with Customers”). We apply this expedient to certain contracts in which we agree to provide both storage capacity and optional services to customers.
|
•
|
dockage and wharfage charges, which are based on volumes moved over leased docks and are included in our calculation of our lease payments based on minimum throughput volume requirements. We recognize charges on excess throughput volumes in profit or loss in the period in which the obligation for those payments is incurred; and
|
•
|
consumer price index adjustments, which are measured and included in the calculation of our lease payments based on the consumer price index at the adoption date or, after adoption, at the commencement date. We recognize changes in lease payments as a result of changes in the consumer price index in profit or loss in the period in which those payments are made.
|
|
|
Balance Sheet Location
|
|
December 31, 2019
|
||
|
|
|
|
(Thousands of Dollars)
|
||
Right-of-Use Assets:
|
|
|
|
|
||
Operating
|
|
Other long-term assets, net
|
|
$
|
81,219
|
|
Finance
|
|
Property, plant and equipment, net of accumulated
amortization of $3,748
|
|
$
|
74,953
|
|
|
|
|
|
|
||
Lease Liabilities:
|
|
|
|
|
||
Operating:
|
|
|
|
|
||
Current
|
|
Accrued liabilities
|
|
$
|
10,416
|
|
Noncurrent
|
|
Other long-term liabilities
|
|
70,083
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
80,499
|
|
Finance:
|
|
|
|
|
||
Current
|
|
Short-term debt and current portion of finance leases
|
|
$
|
4,546
|
|
Noncurrent
|
|
Long-term debt, less current portion
|
|
55,446
|
|
|
Total finance lease liabilities
|
|
|
|
$
|
59,992
|
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
(Thousands of Dollars)
|
||||||
2020
|
|
$
|
12,647
|
|
|
$
|
6,702
|
|
2021
|
|
9,419
|
|
|
5,252
|
|
||
2022
|
|
8,717
|
|
|
4,582
|
|
||
2023
|
|
7,605
|
|
|
4,480
|
|
||
2024
|
|
6,739
|
|
|
4,067
|
|
||
Thereafter
|
|
60,354
|
|
|
59,681
|
|
||
Total lease payments
|
|
$
|
105,481
|
|
|
$
|
84,764
|
|
Less: Interest
|
|
24,982
|
|
|
24,772
|
|
||
Present value of lease liabilities
|
|
$
|
80,499
|
|
|
$
|
59,992
|
|
|
|
Year Ended December 31, 2019
|
||
|
|
(Thousands of Dollars)
|
||
Operating lease cost
|
|
$
|
29,167
|
|
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
3,748
|
|
|
Interest expense on lease liability
|
|
2,212
|
|
|
Short-term lease cost
|
|
19,140
|
|
|
Variable lease cost
|
|
6,990
|
|
|
Total lease cost
|
|
$
|
61,257
|
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
(Thousands of Dollars, Except Term and Rate Data)
|
||||||
For the year ended December 31, 2019:
|
|
|
|
|
||||
Cash outflows from operating activities
|
|
$
|
27,567
|
|
|
$
|
2,027
|
|
Cash outflows from financing activities
|
|
$
|
—
|
|
|
$
|
3,700
|
|
Right-of-use assets obtained in exchange for lease liabilities
|
|
$
|
2,153
|
|
|
$
|
4,430
|
|
As of December 31, 2019:
|
|
|
|
|
||||
Weighted-average remaining lease term (in years)
|
|
15
|
|
|
20
|
|
||
Weighted-average discount rate
|
|
3.6
|
%
|
|
3.7
|
%
|
|
|
|
|
December 31,
|
||||||
Unwound Interest Rate Swap Agreements
|
|
Balance Sheet Location
|
|
2019
|
|
2018
|
||||
|
|
|
|
(Thousands of Dollars)
|
||||||
Fixed-to-floating
|
|
Current portion of long-term debt
|
|
$
|
2,755
|
|
|
$
|
—
|
|
Fixed-to-floating
|
|
Long-term debt, less current portion
|
|
$
|
2,568
|
|
|
$
|
10,475
|
|
Forward-starting
|
|
Accumulated other comprehensive income (loss)
|
|
$
|
3,045
|
|
|
$
|
(770
|
)
|
Balance Sheet Location
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
|||||
|
|
(Thousands of Dollars)
|
||||||
Other long-term assets, net
|
|
$
|
—
|
|
|
$
|
627
|
|
Accrued liabilities
|
|
$
|
(19,169
|
)
|
|
$
|
—
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
(751
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
(Loss) gain recognized in other comprehensive income (loss) on derivative
|
|
$
|
(19,045
|
)
|
|
$
|
17,912
|
|
|
$
|
(8,670
|
)
|
Loss reclassified from AOCI into interest expense, net
|
|
$
|
(3,814
|
)
|
|
$
|
(5,499
|
)
|
|
$
|
(6,624
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(Thousands of Dollars)
|
||||||
Fair value
|
$
|
3,442,001
|
|
|
$
|
3,056,704
|
|
Carrying amount
|
$
|
3,331,839
|
|
|
$
|
3,111,996
|
|
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
|
|
Fixed Distribution per Annum (in thousands)
|
|
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
|
|
|
$
|
19,252
|
|
|
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
|
|
|
$
|
29,357
|
|
|
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
|
|
|
$
|
15,525
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Balance as of the beginning of year
|
107,225,156
|
|
|
93,176,683
|
|
|
78,616,228
|
|
Issuance of units
|
527,426
|
|
|
413,736
|
|
|
14,375,000
|
|
Unit-based compensation (refer to Note 24 for discussion)
|
775,224
|
|
|
225,144
|
|
|
185,455
|
|
Merger (refer to Note 4 for discussion)
|
—
|
|
|
13,409,593
|
|
|
—
|
|
Balance as of the end of year
|
108,527,806
|
|
|
107,225,156
|
|
|
93,176,683
|
|
|
|
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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
—
|
|
|
$
|
1,141
|
|
|
$
|
9,252
|
|
General partner incentive distribution
|
—
|
|
|
—
|
|
|
45,669
|
|
|||
Total general partner distribution
|
—
|
|
|
1,141
|
|
|
54,921
|
|
|||
Common limited partners’ distribution
|
259,136
|
|
|
248,705
|
|
|
407,681
|
|
|||
Total cash distributions
|
$
|
259,136
|
|
|
$
|
249,846
|
|
|
$
|
462,602
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
2.40
|
|
|
$
|
2.40
|
|
|
$
|
4.38
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2019
|
|
$
|
0.60
|
|
|
$
|
65,128
|
|
|
February 10, 2020
|
|
February 14, 2020
|
September 30, 2019
|
|
$
|
0.60
|
|
|
$
|
64,660
|
|
|
November 8, 2019
|
|
November 14, 2019
|
June 30, 2019
|
|
$
|
0.60
|
|
|
$
|
64,658
|
|
|
August 7, 2019
|
|
August 13, 2019
|
March 31, 2019
|
|
$
|
0.60
|
|
|
$
|
64,690
|
|
|
May 8, 2019
|
|
May 14, 2019
|
|
Year Ended
December 31, 2017
|
||
|
(Thousands of Dollars)
|
||
Net income attributable to NuStar Energy L.P.
|
$
|
147,964
|
|
Less preferred limited partner interest
|
40,448
|
|
|
Less general partner incentive distribution
|
45,669
|
|
|
Net income after general partner incentive distribution and preferred
limited partner interest
|
61,847
|
|
|
General partner interest allocation
|
2
|
%
|
|
General partner interest allocation of net income
|
1,237
|
|
|
General partner incentive distribution
|
45,669
|
|
|
Net income applicable to general partner
|
$
|
46,906
|
|
|
Foreign
Currency
Translation
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement
Benefits
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balance as of January 1, 2017
|
$
|
(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
|
)
|
||||
Other comprehensive (loss) income before
reclassification adjustments
|
(13,880
|
)
|
|
17,912
|
|
|
3,282
|
|
|
7,314
|
|
||||
Sale of European Operations reclassified into other income, net
|
18,124
|
|
|
—
|
|
|
—
|
|
|
18,124
|
|
||||
Net gain on pension costs reclassified into other income, net
|
—
|
|
|
—
|
|
|
(814
|
)
|
|
(814
|
)
|
||||
Net loss on cash flow hedges reclassified into interest expense, net
|
—
|
|
|
5,499
|
|
|
—
|
|
|
5,499
|
|
||||
Other
|
60
|
|
|
—
|
|
|
(134
|
)
|
|
(74
|
)
|
||||
Other comprehensive income
|
4,304
|
|
|
23,411
|
|
|
2,334
|
|
|
30,049
|
|
||||
Balance as of December 31, 2018
|
(47,299
|
)
|
|
(893
|
)
|
|
(6,686
|
)
|
|
(54,878
|
)
|
||||
Other comprehensive income (loss) before
reclassification adjustments
|
3,527
|
|
|
(19,045
|
)
|
|
1,000
|
|
|
(14,518
|
)
|
||||
Net gain on pension costs reclassified into other income, net
|
—
|
|
|
—
|
|
|
(2,314
|
)
|
|
(2,314
|
)
|
||||
Net loss on cash flow hedges reclassified into interest expense, net
|
—
|
|
|
3,814
|
|
|
—
|
|
|
3,814
|
|
||||
Other comprehensive income (loss)
|
3,527
|
|
|
(15,231
|
)
|
|
(1,314
|
)
|
|
(13,018
|
)
|
||||
Balance as of December 31, 2019
|
$
|
(43,772
|
)
|
|
$
|
(16,124
|
)
|
|
$
|
(8,000
|
)
|
|
$
|
(67,896
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(23,480
|
)
|
|
$
|
22,482
|
|
|
$
|
(865
|
)
|
Receivable from related party
|
—
|
|
|
160
|
|
|
112
|
|
|||
Inventories
|
(866
|
)
|
|
3,819
|
|
|
11,936
|
|
|||
Prepaid and other current assets
|
(5,103
|
)
|
|
3,694
|
|
|
3,393
|
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
8,068
|
|
|
8,003
|
|
|
(30,409
|
)
|
|||
Accrued interest payable
|
1,632
|
|
|
(4,279
|
)
|
|
6,489
|
|
|||
Accrued liabilities
|
(19,614
|
)
|
|
39,577
|
|
|
(11,157
|
)
|
|||
Taxes other than income tax
|
(5,276
|
)
|
|
4,521
|
|
|
(3,529
|
)
|
|||
Income tax payable
|
(126
|
)
|
|
285
|
|
|
(2,463
|
)
|
|||
Changes in current assets and current liabilities
|
$
|
(44,765
|
)
|
|
$
|
78,262
|
|
|
$
|
(26,493
|
)
|
•
|
the change in the amount accrued for capital expenditures;
|
•
|
the effect of foreign currency translation;
|
•
|
changes in the fair values of our interest rate swap agreements;
|
•
|
the recognition of lease liabilities upon the adoption of ASC Topic 842;
|
•
|
the reclassification of certain assets and liabilities to “Assets held for sale” and “Liabilities held for sale” on the consolidated balance sheets (please refer to Note 5 for additional discussion); and
|
•
|
current assets and current liabilities acquired and disposed of during the period.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest, net of amount capitalized
|
$
|
176,859
|
|
|
$
|
183,078
|
|
|
$
|
158,089
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
6,817
|
|
|
$
|
8,535
|
|
|
$
|
11,338
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
(Thousands of Dollars)
|
||||||
Cash and cash equivalents
|
$
|
16,192
|
|
|
$
|
11,529
|
|
Other long-term assets, net
|
8,788
|
|
|
—
|
|
||
Assets held for sale
|
—
|
|
|
2,115
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
24,980
|
|
|
$
|
13,644
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, January 1
|
$
|
141,833
|
|
|
$
|
149,817
|
|
|
$
|
10,908
|
|
|
$
|
12,410
|
|
Service cost
|
9,549
|
|
|
9,621
|
|
|
431
|
|
|
504
|
|
||||
Interest cost
|
5,480
|
|
|
4,824
|
|
|
453
|
|
|
429
|
|
||||
Benefits paid
|
(7,109
|
)
|
|
(7,929
|
)
|
|
(217
|
)
|
|
(255
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
62
|
|
|
87
|
|
||||
Actuarial loss (gain)
|
17,504
|
|
|
(14,500
|
)
|
|
1,559
|
|
|
(2,267
|
)
|
||||
Benefit obligation, December 31
|
$
|
167,257
|
|
|
$
|
141,833
|
|
|
$
|
13,196
|
|
|
$
|
10,908
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, January 1
|
$
|
126,949
|
|
|
$
|
129,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
28,064
|
|
|
(6,034
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
11,132
|
|
|
11,034
|
|
|
155
|
|
|
168
|
|
||||
Benefits paid
|
(7,109
|
)
|
|
(7,929
|
)
|
|
(217
|
)
|
|
(255
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
62
|
|
|
87
|
|
||||
Plan assets at fair value, December 31
|
$
|
159,036
|
|
|
$
|
126,949
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at December 31
|
$
|
159,036
|
|
|
$
|
126,949
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Less: Benefit obligation at December 31
|
167,257
|
|
|
141,833
|
|
|
13,196
|
|
|
10,908
|
|
||||
Funded status at December 31
|
$
|
(8,221
|
)
|
|
$
|
(14,884
|
)
|
|
$
|
(13,196
|
)
|
|
$
|
(10,908
|
)
|
Amounts recognized in the consolidated balance sheets (a):
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(303
|
)
|
|
$
|
(267
|
)
|
|
$
|
(368
|
)
|
|
$
|
(362
|
)
|
Other long-term liabilities
|
(7,918
|
)
|
|
(14,617
|
)
|
|
(12,828
|
)
|
|
(10,546
|
)
|
||||
Net pension liability
|
$
|
(8,221
|
)
|
|
$
|
(14,884
|
)
|
|
$
|
(13,196
|
)
|
|
$
|
(10,908
|
)
|
(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,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Service cost
|
$
|
9,549
|
|
|
$
|
9,621
|
|
|
$
|
8,955
|
|
|
$
|
431
|
|
|
$
|
504
|
|
|
$
|
456
|
|
Interest cost
|
5,480
|
|
|
4,824
|
|
|
4,507
|
|
|
453
|
|
|
429
|
|
|
430
|
|
||||||
Expected return on plan assets
|
(8,015
|
)
|
|
(7,417
|
)
|
|
(6,411
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(2,057
|
)
|
|
(2,057
|
)
|
|
(2,059
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
846
|
|
|
2,174
|
|
|
1,484
|
|
|
42
|
|
|
214
|
|
|
191
|
|
||||||
Net periodic benefit cost (income)
|
$
|
5,803
|
|
|
$
|
7,145
|
|
|
$
|
6,476
|
|
|
$
|
(219
|
)
|
|
$
|
2
|
|
|
$
|
(68
|
)
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Net unrecognized gain (loss) arising during the year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss)
|
$
|
2,545
|
|
|
$
|
1,049
|
|
|
$
|
(4,235
|
)
|
|
$
|
(1,559
|
)
|
|
$
|
2,267
|
|
|
$
|
(590
|
)
|
Net (gain) loss reclassified into income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service credit
|
(2,057
|
)
|
|
(2,057
|
)
|
|
(2,059
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
846
|
|
|
2,174
|
|
|
1,484
|
|
|
42
|
|
|
214
|
|
|
191
|
|
||||||
Net (gain) loss reclassified into income
|
(1,211
|
)
|
|
117
|
|
|
(575
|
)
|
|
(1,103
|
)
|
|
(931
|
)
|
|
(954
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reclassification of stranded tax effects
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax benefit (expense)
|
14
|
|
|
(69
|
)
|
|
162
|
|
|
—
|
|
|
(25
|
)
|
|
22
|
|
||||||
Total changes to other
comprehensive income (loss)
|
$
|
1,348
|
|
|
$
|
1,023
|
|
|
$
|
(4,648
|
)
|
|
$
|
(2,662
|
)
|
|
$
|
1,311
|
|
|
$
|
(1,522
|
)
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Unrecognized actuarial loss
|
$
|
(24,564
|
)
|
|
$
|
(27,955
|
)
|
|
$
|
(3,190
|
)
|
|
$
|
(1,673
|
)
|
Prior service credit
|
12,490
|
|
|
14,547
|
|
|
7,174
|
|
|
8,319
|
|
||||
Deferred tax asset
|
90
|
|
|
76
|
|
|
—
|
|
|
—
|
|
||||
Accumulated other comprehensive (loss) income,
net of tax
|
$
|
(11,984
|
)
|
|
$
|
(13,332
|
)
|
|
$
|
3,984
|
|
|
$
|
6,646
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
Actuarial loss
|
$
|
1,845
|
|
|
$
|
137
|
|
Prior service credit
|
$
|
(2,057
|
)
|
|
$
|
(1,145
|
)
|
|
December 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
92,737
|
|
|
—
|
|
|
92,737
|
|
||||
International stock index fund (b)
|
17,473
|
|
|
—
|
|
|
—
|
|
|
17,473
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
48,666
|
|
|
—
|
|
|
—
|
|
|
48,666
|
|
||||
Total
|
$
|
66,299
|
|
|
$
|
92,737
|
|
|
$
|
—
|
|
|
$
|
159,036
|
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
608
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
70,525
|
|
|
—
|
|
|
70,525
|
|
||||
International stock index fund (b)
|
13,391
|
|
|
—
|
|
|
—
|
|
|
13,391
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
42,425
|
|
|
—
|
|
|
—
|
|
|
42,425
|
|
||||
Total
|
$
|
56,424
|
|
|
$
|
70,525
|
|
|
$
|
—
|
|
|
$
|
126,949
|
|
(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)
|
||||||
2020
|
$
|
9,058
|
|
|
$
|
368
|
|
2021
|
$
|
9,859
|
|
|
$
|
393
|
|
2022
|
$
|
9,987
|
|
|
$
|
428
|
|
2023
|
$
|
10,461
|
|
|
$
|
481
|
|
2024
|
$
|
10,825
|
|
|
$
|
507
|
|
Years 2025-2029
|
$
|
59,680
|
|
|
$
|
3,232
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
3.34
|
%
|
|
4.40
|
%
|
|
3.43
|
%
|
|
4.53
|
%
|
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,
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.40
|
%
|
|
3.72
|
%
|
|
4.33
|
%
|
|
4.53
|
%
|
|
3.82
|
%
|
|
4.49
|
%
|
Expected long-term rate of
return on plan assets
|
6.50
|
%
|
|
6.50
|
%
|
|
6.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||
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,
|
|
Compensation Expense
Year Ended December 31,
|
|||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||
|
|
|
|
|
|
|
(Thousands of Dollars)
|
|||||||||||||
Restricted Units:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic employees
|
1,223,143
|
|
|
1,028,484
|
|
|
736,746
|
|
|
$
|
9,437
|
|
|
$
|
8,233
|
|
|
$
|
7,881
|
|
Non-employee directors (NEDs)
|
61,349
|
|
|
59,752
|
|
|
27,097
|
|
|
774
|
|
|
524
|
|
|
251
|
|
|||
International employees
|
10,243
|
|
|
30,918
|
|
|
58,107
|
|
|
711
|
|
|
1,158
|
|
|
595
|
|
|||
Performance Units
|
161,561
|
|
|
158,326
|
|
|
80,961
|
|
|
4,172
|
|
|
1,889
|
|
|
—
|
|
|||
Unit Awards
|
—
|
|
|
—
|
|
|
—
|
|
|
22,846
|
|
|
18,895
|
|
|
—
|
|
|||
Total
|
1,456,296
|
|
|
1,277,480
|
|
|
902,911
|
|
|
$
|
37,940
|
|
|
$
|
30,699
|
|
|
$
|
8,727
|
|
|
Number of
Restricted Units
|
|
Weighted-Average
Grant-Date Fair Value
Per Unit
|
|||
Nonvested units as of January 1, 2017
|
647,340
|
|
|
$
|
39.72
|
|
Granted
|
307,009
|
|
|
29.56
|
|
|
Vested
|
(201,466
|
)
|
|
38.74
|
|
|
Forfeited
|
(16,137
|
)
|
|
40.00
|
|
|
Nonvested units as of December 31, 2017
|
736,746
|
|
|
35.95
|
|
|
Converted on July 20, 2018
|
53,447
|
|
|
24.99
|
|
|
Granted
|
518,282
|
|
|
24.07
|
|
|
Vested
|
(235,746
|
)
|
|
35.12
|
|
|
Forfeited
|
(44,245
|
)
|
|
36.05
|
|
|
Nonvested units as of December 31, 2018
|
1,028,484
|
|
|
29.47
|
|
|
NEDs
|
59,752
|
|
|
20.93
|
|
|
Granted
|
596,881
|
|
|
26.46
|
|
|
Vested
|
(328,386
|
)
|
|
30.11
|
|
|
Forfeited
|
(72,239
|
)
|
|
28.05
|
|
|
Nonvested units as of December 31, 2019
|
1,284,492
|
|
|
27.48
|
|
|
|
|
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
|
|
|
Performance adjustments (a)
|
17,690
|
|
|
17,690
|
|
|
31.75
|
|
|
Vested
|
(53,063
|
)
|
|
(53,063
|
)
|
|
31.75
|
|
|
Outstanding as of December 31, 2017
|
80,961
|
|
|
38,865
|
|
|
50.04
|
|
|
Granted
|
116,230
|
|
|
80,690
|
|
|
23.43
|
|
|
Forfeitures
|
(38,865
|
)
|
|
(38,865
|
)
|
|
50.04
|
|
|
Outstanding as of December 31, 2018
|
158,326
|
|
|
80,690
|
|
|
23.43
|
|
|
Granted
|
95,969
|
|
|
74,439
|
|
|
28.01
|
|
|
Vested
|
(80,690
|
)
|
|
(80,690
|
)
|
|
23.43
|
|
|
Forfeitures
|
(12,044
|
)
|
|
—
|
|
|
—
|
|
|
Outstanding as of December 31, 2019
|
161,561
|
|
|
74,439
|
|
|
28.01
|
|
(a)
|
Represents the additional units issued to employees resulting from performance that exceeded the specified targets for the performance measures.
|
Date of Grant
|
|
Grant Date Fair Value
|
|
Unit Awards Granted
|
|
Common Units Issued, Net of Employee Withholding Tax
|
||||
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
February 11, 2020
|
|
$
|
22,846
|
|
|
822,979
|
|
|
563,806
|
|
February 11, 2019
|
|
$
|
17,537
|
|
|
704,886
|
|
|
482,971
|
|
July 23, 2018
|
|
$
|
1,358
|
|
|
55,133
|
|
|
35,745
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
3,741
|
|
|
$
|
4,515
|
|
|
$
|
3,117
|
|
Foreign
|
1,489
|
|
|
4,658
|
|
|
6,335
|
|
|||
Foreign withholding tax
|
101
|
|
|
192
|
|
|
479
|
|
|||
Total current
|
5,331
|
|
|
9,365
|
|
|
9,931
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
(490
|
)
|
|
1,403
|
|
|
1,468
|
|
|||
Foreign
|
(168
|
)
|
|
394
|
|
|
(1,065
|
)
|
|||
Foreign withholding tax
|
182
|
|
|
246
|
|
|
(397
|
)
|
|||
Total deferred
|
(476
|
)
|
|
2,043
|
|
|
6
|
|
|||
|
|
|
|
|
|
||||||
Less: amounts reported in discontinued operations
|
101
|
|
|
1,251
|
|
|
2,164
|
|
|||
|
|
|
|
|
|
||||||
Income tax expense
|
$
|
4,754
|
|
|
$
|
10,157
|
|
|
$
|
7,773
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
26,081
|
|
|
$
|
21,009
|
|
Employee benefits
|
372
|
|
|
362
|
|
||
Environmental and legal reserves
|
267
|
|
|
239
|
|
||
Allowance for bad debt
|
—
|
|
|
1,970
|
|
||
Capital loss
|
3,870
|
|
|
—
|
|
||
Other
|
328
|
|
|
1,796
|
|
||
Total deferred income tax assets
|
30,918
|
|
|
25,376
|
|
||
Less: Valuation allowance
|
(17,743
|
)
|
|
(12,442
|
)
|
||
Net deferred income tax assets
|
13,175
|
|
|
12,934
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(25,169
|
)
|
|
(25,128
|
)
|
||
Foreign withholding tax
|
(433
|
)
|
|
(234
|
)
|
||
Total deferred income tax liabilities
|
(25,602
|
)
|
|
(25,362
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(12,427
|
)
|
|
$
|
(12,428
|
)
|
|
|
|
|
||||
Reported on the consolidated balance sheets as:
|
|
|
|
||||
Deferred income tax liability
|
$
|
(12,427
|
)
|
|
$
|
(12,428
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
701,830
|
|
|
$
|
611,065
|
|
|
$
|
516,288
|
|
Storage:
|
|
|
|
|
|
||||||
Third parties
|
453,976
|
|
|
443,546
|
|
|
438,677
|
|
|||
Intersegment
|
25
|
|
|
42
|
|
|
4,339
|
|
|||
Total storage
|
454,001
|
|
|
443,588
|
|
|
443,016
|
|
|||
Fuels marketing
|
342,215
|
|
|
465,651
|
|
|
489,807
|
|
|||
Consolidation and intersegment eliminations
|
(25
|
)
|
|
(42
|
)
|
|
(4,339
|
)
|
|||
Total revenues
|
$
|
1,498,021
|
|
|
$
|
1,520,262
|
|
|
$
|
1,444,772
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
166,991
|
|
|
$
|
153,943
|
|
|
$
|
128,061
|
|
Storage
|
97,573
|
|
|
93,345
|
|
|
91,696
|
|
|||
Total segment depreciation and amortization expense
|
264,564
|
|
|
247,288
|
|
|
219,757
|
|
|||
Other depreciation and amortization expense
|
8,360
|
|
|
8,604
|
|
|
8,435
|
|
|||
Total depreciation and amortization expense
|
$
|
272,924
|
|
|
$
|
255,892
|
|
|
$
|
228,192
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
332,480
|
|
|
$
|
272,695
|
|
|
$
|
231,795
|
|
Storage
|
154,105
|
|
|
155,708
|
|
|
172,720
|
|
|||
Fuels marketing
|
20,578
|
|
|
15,964
|
|
|
1,987
|
|
|||
Consolidation and intersegment eliminations
|
(32
|
)
|
|
32
|
|
|
(1
|
)
|
|||
Total segment operating income
|
507,131
|
|
|
444,399
|
|
|
406,501
|
|
|||
General and administrative expenses
|
107,855
|
|
|
100,067
|
|
|
107,556
|
|
|||
Other depreciation and amortization expense
|
8,360
|
|
|
8,604
|
|
|
8,435
|
|
|||
Total operating income
|
$
|
390,916
|
|
|
$
|
335,728
|
|
|
$
|
290,510
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
United States
|
$
|
1,465,135
|
|
|
$
|
1,481,844
|
|
|
$
|
1,406,776
|
|
Foreign
|
32,886
|
|
|
38,418
|
|
|
37,996
|
|
|||
Consolidated revenues
|
$
|
1,498,021
|
|
|
$
|
1,520,262
|
|
|
$
|
1,444,772
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands of Dollars)
|
||||||
United States
|
$
|
4,000,647
|
|
|
$
|
3,688,631
|
|
Foreign
|
118,332
|
|
|
86,171
|
|
||
Consolidated property, plant and equipment, net
|
$
|
4,118,979
|
|
|
$
|
3,774,802
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Thousands of Dollars)
|
||||||
Pipeline
|
$
|
3,884,819
|
|
|
$
|
3,637,226
|
|
Storage
|
2,082,832
|
|
|
1,902,764
|
|
||
Fuels marketing
|
31,064
|
|
|
37,252
|
|
||
Total segment assets
|
5,998,715
|
|
|
5,577,242
|
|
||
Assets held for sale
|
—
|
|
|
599,347
|
|
||
Other partnership assets
|
187,277
|
|
|
172,551
|
|
||
Total consolidated assets
|
$
|
6,185,992
|
|
|
$
|
6,349,140
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Pipeline
|
$
|
387,702
|
|
|
$
|
288,035
|
|
|
$
|
1,596,311
|
|
Storage
|
141,972
|
|
|
202,782
|
|
|
244,398
|
|
|||
Other partnership assets
|
3,894
|
|
|
4,137
|
|
|
5,648
|
|
|||
Total capital expenditures
|
$
|
533,568
|
|
|
$
|
494,954
|
|
|
$
|
1,846,357
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
176
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
15,992
|
|
|
$
|
—
|
|
|
$
|
16,192
|
|
Receivables, net
|
—
|
|
|
317
|
|
|
4
|
|
|
152,209
|
|
|
—
|
|
|
152,530
|
|
||||||
Inventories
|
—
|
|
|
1,953
|
|
|
4,821
|
|
|
5,619
|
|
|
—
|
|
|
12,393
|
|
||||||
Prepaid and other current assets
|
61
|
|
|
16,325
|
|
|
600
|
|
|
4,947
|
|
|
—
|
|
|
21,933
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,276,839
|
|
|
—
|
|
|
610,298
|
|
|
(1,887,137
|
)
|
|
—
|
|
||||||
Total current assets
|
237
|
|
|
1,295,458
|
|
|
5,425
|
|
|
789,065
|
|
|
(1,887,137
|
)
|
|
203,048
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
2,058,530
|
|
|
612,128
|
|
|
1,448,321
|
|
|
—
|
|
|
4,118,979
|
|
||||||
Intangible assets, net
|
—
|
|
|
39,683
|
|
|
—
|
|
|
641,949
|
|
|
—
|
|
|
681,632
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
685,748
|
|
|
—
|
|
|
1,005,853
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,871,540
|
|
|
1,743,066
|
|
|
1,155,855
|
|
|
490,826
|
|
|
(6,261,287
|
)
|
|
—
|
|
||||||
Other long-term assets, net
|
98
|
|
|
111,362
|
|
|
32,121
|
|
|
32,899
|
|
|
—
|
|
|
176,480
|
|
||||||
Total assets
|
$
|
2,871,875
|
|
|
$
|
5,397,552
|
|
|
$
|
1,976,181
|
|
|
$
|
4,088,808
|
|
|
$
|
(8,148,424
|
)
|
|
$
|
6,185,992
|
|
Liabilities, Mezzanine Equity and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
5,427
|
|
|
$
|
42,064
|
|
|
$
|
8,379
|
|
|
$
|
53,964
|
|
|
$
|
—
|
|
|
$
|
109,834
|
|
Short-term debt and current portion of finance leases
|
—
|
|
|
9,722
|
|
|
299
|
|
|
25
|
|
|
—
|
|
|
10,046
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
452,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
452,367
|
|
||||||
Accrued interest payable
|
—
|
|
|
37,888
|
|
|
4
|
|
|
33
|
|
|
—
|
|
|
37,925
|
|
||||||
Accrued liabilities
|
1,425
|
|
|
40,514
|
|
|
8,461
|
|
|
53,885
|
|
|
—
|
|
|
104,285
|
|
||||||
Taxes other than income tax
|
125
|
|
|
7,311
|
|
|
5,160
|
|
|
185
|
|
|
—
|
|
|
12,781
|
|
||||||
Income tax payable
|
—
|
|
|
492
|
|
|
2
|
|
|
3,831
|
|
|
—
|
|
|
4,325
|
|
||||||
Intercompany payable
|
438,857
|
|
|
—
|
|
|
1,448,280
|
|
|
—
|
|
|
(1,887,137
|
)
|
|
—
|
|
||||||
Total current liabilities
|
445,834
|
|
|
590,358
|
|
|
1,470,585
|
|
|
111,923
|
|
|
(1,887,137
|
)
|
|
731,563
|
|
||||||
Long-term debt, less current portion
|
—
|
|
|
2,871,786
|
|
|
1,127
|
|
|
62,005
|
|
|
—
|
|
|
2,934,918
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,499
|
|
|
10
|
|
|
10,918
|
|
|
—
|
|
|
12,427
|
|
||||||
Other long-term liabilities
|
—
|
|
|
65,577
|
|
|
13,774
|
|
|
69,588
|
|
|
—
|
|
|
148,939
|
|
||||||
Series D preferred units
|
581,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
581,935
|
|
||||||
Total partners’ equity
|
1,844,106
|
|
|
1,868,332
|
|
|
490,685
|
|
|
3,834,374
|
|
|
(6,261,287
|
)
|
|
1,776,210
|
|
||||||
Total liabilities, mezzanine equity and partners’ equity
|
$
|
2,871,875
|
|
|
$
|
5,397,552
|
|
|
$
|
1,976,181
|
|
|
$
|
4,088,808
|
|
|
$
|
(8,148,424
|
)
|
|
$
|
6,185,992
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
1,255
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
10,223
|
|
|
$
|
—
|
|
|
$
|
11,529
|
|
Receivables, net
|
—
|
|
|
2,212
|
|
|
—
|
|
|
108,205
|
|
|
—
|
|
|
110,417
|
|
||||||
Inventories
|
—
|
|
|
1,741
|
|
|
5,237
|
|
|
1,456
|
|
|
—
|
|
|
8,434
|
|
||||||
Prepaid and other current assets
|
61
|
|
|
14,422
|
|
|
908
|
|
|
1,983
|
|
|
—
|
|
|
17,374
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
599,347
|
|
|
—
|
|
|
599,347
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,327,833
|
|
|
—
|
|
|
500,583
|
|
|
(1,828,416
|
)
|
|
—
|
|
||||||
Total current assets
|
1,316
|
|
|
1,346,259
|
|
|
6,145
|
|
|
1,221,797
|
|
|
(1,828,416
|
)
|
|
747,101
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,858,264
|
|
|
615,549
|
|
|
1,300,989
|
|
|
—
|
|
|
3,774,802
|
|
||||||
Intangible assets, net
|
—
|
|
|
49,107
|
|
|
—
|
|
|
683,949
|
|
|
—
|
|
|
733,056
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
685,748
|
|
|
—
|
|
|
1,005,853
|
|
||||||
Investment in wholly owned
subsidiaries
|
3,355,636
|
|
|
1,750,256
|
|
|
1,425,283
|
|
|
857,485
|
|
|
(7,388,660
|
)
|
|
—
|
|
||||||
Other long-term assets, net
|
304
|
|
|
54,429
|
|
|
26,716
|
|
|
6,879
|
|
|
—
|
|
|
88,328
|
|
||||||
Total assets
|
$
|
3,357,256
|
|
|
$
|
5,207,768
|
|
|
$
|
2,244,345
|
|
|
$
|
4,756,847
|
|
|
$
|
(9,217,076
|
)
|
|
$
|
6,349,140
|
|
Liabilities, Mezzanine Equity and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
6,460
|
|
|
$
|
39,680
|
|
|
$
|
6,331
|
|
|
$
|
50,651
|
|
|
$
|
—
|
|
|
$
|
103,122
|
|
Short-term debt
|
—
|
|
|
18,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,500
|
|
||||||
Accrued interest payable
|
—
|
|
|
36,253
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
36,293
|
|
||||||
Accrued liabilities
|
1,280
|
|
|
24,858
|
|
|
8,082
|
|
|
40,198
|
|
|
—
|
|
|
74,418
|
|
||||||
Taxes other than income tax
|
125
|
|
|
7,285
|
|
|
4,718
|
|
|
4,695
|
|
|
—
|
|
|
16,823
|
|
||||||
Income tax payable
|
—
|
|
|
457
|
|
|
2
|
|
|
3,986
|
|
|
—
|
|
|
4,445
|
|
||||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
69,834
|
|
|
—
|
|
|
69,834
|
|
||||||
Intercompany payable
|
472,790
|
|
|
—
|
|
|
1,355,626
|
|
|
—
|
|
|
(1,828,416
|
)
|
|
—
|
|
||||||
Total current liabilities
|
480,655
|
|
|
127,033
|
|
|
1,374,759
|
|
|
169,404
|
|
|
(1,828,416
|
)
|
|
323,435
|
|
||||||
Long-term debt
|
—
|
|
|
3,050,531
|
|
|
—
|
|
|
61,465
|
|
|
—
|
|
|
3,111,996
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,675
|
|
|
9
|
|
|
10,744
|
|
|
—
|
|
|
12,428
|
|
||||||
Other long-term liabilities
|
—
|
|
|
28,392
|
|
|
12,348
|
|
|
38,818
|
|
|
—
|
|
|
79,558
|
|
||||||
Series D preferred units
|
563,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
563,992
|
|
||||||
Total partners’ equity
|
2,312,609
|
|
|
2,000,137
|
|
|
857,229
|
|
|
4,476,416
|
|
|
(7,388,660
|
)
|
|
2,257,731
|
|
||||||
Total liabilities, mezzanine equity and partners’ equity
|
$
|
3,357,256
|
|
|
$
|
5,207,768
|
|
|
$
|
2,244,345
|
|
|
$
|
4,756,847
|
|
|
$
|
(9,217,076
|
)
|
|
$
|
6,349,140
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
545,863
|
|
|
$
|
258,420
|
|
|
$
|
694,485
|
|
|
$
|
(747
|
)
|
|
$
|
1,498,021
|
|
Costs and expenses
|
2,574
|
|
|
338,291
|
|
|
159,376
|
|
|
607,611
|
|
|
(747
|
)
|
|
1,107,105
|
|
||||||
Operating (loss) income
|
(2,574
|
)
|
|
207,572
|
|
|
99,044
|
|
|
86,874
|
|
|
—
|
|
|
390,916
|
|
||||||
Equity in earnings of subsidiaries
|
208,995
|
|
|
42,139
|
|
|
51,537
|
|
|
144,366
|
|
|
(447,037
|
)
|
|
—
|
|
||||||
Interest income (expense), net
|
415
|
|
|
(187,337
|
)
|
|
(6,961
|
)
|
|
10,813
|
|
|
—
|
|
|
(183,070
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
3,002
|
|
|
744
|
|
|
(4
|
)
|
|
—
|
|
|
3,742
|
|
||||||
Income from continuing operations before income tax expense (benefit)
|
206,836
|
|
|
65,376
|
|
|
144,364
|
|
|
242,049
|
|
|
(447,037
|
)
|
|
211,588
|
|
||||||
Income tax expense (benefit)
|
2
|
|
|
(230
|
)
|
|
3
|
|
|
4,979
|
|
|
—
|
|
|
4,754
|
|
||||||
Income from continuing
operations, net of tax
|
206,834
|
|
|
65,606
|
|
|
144,361
|
|
|
237,070
|
|
|
(447,037
|
)
|
|
206,834
|
|
||||||
(Loss) income from discontinued
operations, net of tax (a)
|
(312,527
|
)
|
|
7,912
|
|
|
(320,439
|
)
|
|
(640,877
|
)
|
|
953,404
|
|
|
(312,527
|
)
|
||||||
Net (loss) income
|
$
|
(105,693
|
)
|
|
$
|
73,518
|
|
|
$
|
(176,078
|
)
|
|
$
|
(403,807
|
)
|
|
$
|
506,367
|
|
|
$
|
(105,693
|
)
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
485,603
|
|
|
$
|
260,679
|
|
|
$
|
774,685
|
|
|
$
|
(705
|
)
|
|
$
|
1,520,262
|
|
Costs and expenses
|
2,407
|
|
|
317,286
|
|
|
163,667
|
|
|
701,879
|
|
|
(705
|
)
|
|
1,184,534
|
|
||||||
Operating (loss) income
|
(2,407
|
)
|
|
168,317
|
|
|
97,012
|
|
|
72,806
|
|
|
—
|
|
|
335,728
|
|
||||||
Equity in earnings of subsidiaries
|
148,554
|
|
|
17,167
|
|
|
62,494
|
|
|
152,830
|
|
|
(381,045
|
)
|
|
—
|
|
||||||
Interest income (expense), net
|
228
|
|
|
(191,835
|
)
|
|
(7,127
|
)
|
|
14,336
|
|
|
—
|
|
|
(184,398
|
)
|
||||||
Other income, net
|
—
|
|
|
3,876
|
|
|
446
|
|
|
880
|
|
|
—
|
|
|
5,202
|
|
||||||
Income (loss) from continuing operations before income tax expense (benefit)
|
146,375
|
|
|
(2,475
|
)
|
|
152,825
|
|
|
240,852
|
|
|
(381,045
|
)
|
|
156,532
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
588
|
|
|
(3
|
)
|
|
9,572
|
|
|
—
|
|
|
10,157
|
|
||||||
Income (loss) from continuing
operations, net of tax
|
146,375
|
|
|
(3,063
|
)
|
|
152,828
|
|
|
231,280
|
|
|
(381,045
|
)
|
|
146,375
|
|
||||||
Income from discontinued
operations, net of tax (a)
|
59,419
|
|
|
—
|
|
|
59,419
|
|
|
118,838
|
|
|
(178,257
|
)
|
|
59,419
|
|
||||||
Net income (loss)
|
$
|
205,794
|
|
|
$
|
(3,063
|
)
|
|
$
|
212,247
|
|
|
$
|
350,118
|
|
|
$
|
(559,302
|
)
|
|
$
|
205,794
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
496,454
|
|
|
$
|
221,125
|
|
|
$
|
728,211
|
|
|
$
|
(1,018
|
)
|
|
$
|
1,444,772
|
|
Costs and expenses
|
1,868
|
|
|
317,871
|
|
|
146,243
|
|
|
689,298
|
|
|
(1,018
|
)
|
|
1,154,262
|
|
||||||
Operating (loss) income
|
(1,868
|
)
|
|
178,583
|
|
|
74,882
|
|
|
38,913
|
|
|
—
|
|
|
290,510
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
112,706
|
|
|
(10,616
|
)
|
|
52,336
|
|
|
121,631
|
|
|
(276,057
|
)
|
|
—
|
|
||||||
Interest income (expense), net
|
57
|
|
|
(176,897
|
)
|
|
(5,587
|
)
|
|
10,653
|
|
|
—
|
|
|
(171,774
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
145
|
|
|
3
|
|
|
(216
|
)
|
|
—
|
|
|
(68
|
)
|
||||||
Income (loss) from continuing operations before income tax (benefit) expense
|
110,895
|
|
|
(8,785
|
)
|
|
121,634
|
|
|
170,981
|
|
|
(276,057
|
)
|
|
118,668
|
|
||||||
Income tax (benefit) expense
|
—
|
|
|
(820
|
)
|
|
2
|
|
|
8,591
|
|
|
—
|
|
|
7,773
|
|
||||||
Income (loss) from continuing
operations, net of tax
|
110,895
|
|
|
(7,965
|
)
|
|
121,632
|
|
|
162,390
|
|
|
(276,057
|
)
|
|
110,895
|
|
||||||
Income from discontinued
operations, net of tax (a)
|
37,069
|
|
|
—
|
|
|
37,069
|
|
|
74,138
|
|
|
(111,207
|
)
|
|
37,069
|
|
||||||
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
|
||||||||||||
Net (loss) income
|
$
|
(105,693
|
)
|
|
$
|
73,518
|
|
|
$
|
(176,078
|
)
|
|
$
|
(403,807
|
)
|
|
$
|
506,367
|
|
|
$
|
(105,693
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
3,527
|
|
|
—
|
|
|
3,527
|
|
||||||
Net loss on pension and other postretirement benefit adjustments, net of tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,314
|
)
|
|
—
|
|
|
(1,314
|
)
|
||||||
Net loss on cash flow hedges
|
—
|
|
|
(15,231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,231
|
)
|
||||||
Total other comprehensive (loss) income
|
—
|
|
|
(15,231
|
)
|
|
—
|
|
|
2,213
|
|
|
—
|
|
|
(13,018
|
)
|
||||||
Comprehensive (loss) income
|
$
|
(105,693
|
)
|
|
$
|
58,287
|
|
|
$
|
(176,078
|
)
|
|
$
|
(401,594
|
)
|
|
$
|
506,367
|
|
|
$
|
(118,711
|
)
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
205,794
|
|
|
$
|
(3,063
|
)
|
|
$
|
212,247
|
|
|
$
|
350,118
|
|
|
$
|
(559,302
|
)
|
|
$
|
205,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
4,304
|
|
|
—
|
|
|
4,304
|
|
||||||
Net gain on pension and other postretirement benefit adjustments, net of tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,334
|
|
|
—
|
|
|
2,334
|
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
23,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,411
|
|
||||||
Total other comprehensive income
|
—
|
|
|
23,411
|
|
|
—
|
|
|
6,638
|
|
|
—
|
|
|
30,049
|
|
||||||
Comprehensive income
|
$
|
205,794
|
|
|
$
|
20,348
|
|
|
$
|
212,247
|
|
|
$
|
356,756
|
|
|
$
|
(559,302
|
)
|
|
$
|
235,843
|
|
|
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 cash provided by operating
activities
|
$
|
376,999
|
|
|
$
|
166,005
|
|
|
$
|
126,728
|
|
|
$
|
409,115
|
|
|
$
|
(570,090
|
)
|
|
$
|
508,757
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(257,117
|
)
|
|
(28,592
|
)
|
|
(247,859
|
)
|
|
—
|
|
|
(533,568
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
1,369
|
|
|
1,212
|
|
|
(15,312
|
)
|
|
—
|
|
|
(12,731
|
)
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
247
|
|
|
90
|
|
|
227,815
|
|
|
—
|
|
|
228,152
|
|
||||||
Investment in subsidiaries
|
—
|
|
|
(11,999
|
)
|
|
—
|
|
|
—
|
|
|
11,999
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,100
|
)
|
|
—
|
|
|
(1,100
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(267,500
|
)
|
|
(27,290
|
)
|
|
(36,456
|
)
|
|
11,999
|
|
|
(319,247
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,415,580
|
|
|
—
|
|
|
42,800
|
|
|
—
|
|
|
1,458,380
|
|
||||||
Debt repayments
|
—
|
|
|
(1,207,000
|
)
|
|
—
|
|
|
(42,400
|
)
|
|
—
|
|
|
(1,249,400
|
)
|
||||||
Issuance of common units, net of
issuance costs
|
15,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
||||||
Distributions to preferred unitholders
|
(121,693
|
)
|
|
(60,846
|
)
|
|
(60,847
|
)
|
|
(60,853
|
)
|
|
182,546
|
|
|
(121,693
|
)
|
||||||
Distributions to common unitholders
|
(258,354
|
)
|
|
(129,177
|
)
|
|
(129,177
|
)
|
|
(129,190
|
)
|
|
387,544
|
|
|
(258,354
|
)
|
||||||
Contributions from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
11,999
|
|
|
(11,999
|
)
|
|
—
|
|
||||||
Net intercompany activity
|
(2,010
|
)
|
|
101,980
|
|
|
90,734
|
|
|
(190,704
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(11,021
|
)
|
|
(10,281
|
)
|
|
(148
|
)
|
|
(133
|
)
|
|
—
|
|
|
(21,583
|
)
|
||||||
Net cash (used in) provided by
financing activities
|
(378,078
|
)
|
|
110,256
|
|
|
(99,438
|
)
|
|
(368,481
|
)
|
|
558,091
|
|
|
(177,650
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(524
|
)
|
|
—
|
|
|
(524
|
)
|
||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(1,079
|
)
|
|
8,761
|
|
|
—
|
|
|
3,654
|
|
|
—
|
|
|
11,336
|
|
||||||
Cash, cash equivalents and restricted cash as of the beginning of the period
|
1,255
|
|
|
51
|
|
|
—
|
|
|
12,338
|
|
|
—
|
|
|
13,644
|
|
||||||
Cash, cash equivalents and restricted cash as of the end of the period
|
$
|
176
|
|
|
$
|
8,812
|
|
|
$
|
—
|
|
|
$
|
15,992
|
|
|
$
|
—
|
|
|
$
|
24,980
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
444,233
|
|
|
$
|
100,385
|
|
|
$
|
179,512
|
|
|
$
|
514,936
|
|
|
$
|
(694,859
|
)
|
|
$
|
544,207
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(71,044
|
)
|
|
(19,152
|
)
|
|
(367,256
|
)
|
|
—
|
|
|
(457,452
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
11,101
|
|
|
(5,161
|
)
|
|
(13,623
|
)
|
|
—
|
|
|
(7,683
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
(37,502
|
)
|
|
—
|
|
|
—
|
|
|
(37,502
|
)
|
||||||
Proceeds from insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
78,419
|
|
|
—
|
|
|
78,419
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
2,674
|
|
|
31
|
|
|
267,735
|
|
|
—
|
|
|
270,440
|
|
||||||
Investment in subsidiaries
|
(708,600
|
)
|
|
(1,711,975
|
)
|
|
(54,600
|
)
|
|
(54,665
|
)
|
|
2,529,840
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
(708,600
|
)
|
|
(1,769,244
|
)
|
|
(116,384
|
)
|
|
(89,390
|
)
|
|
2,529,840
|
|
|
(153,778
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,840,853
|
|
|
—
|
|
|
31,800
|
|
|
—
|
|
|
1,872,653
|
|
||||||
Debt repayments
|
—
|
|
|
(2,349,476
|
)
|
|
—
|
|
|
(32,300
|
)
|
|
—
|
|
|
(2,381,776
|
)
|
||||||
Issuance of Series D preferred units
|
590,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
590,000
|
|
||||||
Payment of issuance costs for
Series D preferred units |
(34,203
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,203
|
)
|
||||||
Issuance of common units, net of
issuance costs |
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||||
General partner contribution
|
204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204
|
|
||||||
Distributions to preferred unitholders
|
(90,670
|
)
|
|
(45,336
|
)
|
|
(45,336
|
)
|
|
(45,335
|
)
|
|
136,007
|
|
|
(90,670
|
)
|
||||||
Distributions to common unitholders and general partner
|
(300,777
|
)
|
|
(150,388
|
)
|
|
(150,388
|
)
|
|
(150,408
|
)
|
|
451,184
|
|
|
(300,777
|
)
|
||||||
Cash consideration for Merger
(Note 4) |
(67,936
|
)
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
(67,795
|
)
|
||||||
Proceeds from termination of
interest rate swaps
|
—
|
|
|
8,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,048
|
|
||||||
Contributions from affiliates
|
—
|
|
|
599,400
|
|
|
54,600
|
|
|
1,768,172
|
|
|
(2,422,172
|
)
|
|
—
|
|
||||||
Net intercompany activity
|
162,498
|
|
|
1,766,881
|
|
|
77,996
|
|
|
(2,007,375
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(4,379
|
)
|
|
(1,101
|
)
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(5,551
|
)
|
||||||
Net cash provided by (used in) financing activities
|
264,737
|
|
|
1,668,881
|
|
|
(63,128
|
)
|
|
(435,376
|
)
|
|
(1,834,981
|
)
|
|
(399,867
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,210
|
)
|
|
—
|
|
|
(1,210
|
)
|
||||||
Net increase (decrease) in cash and
cash equivalents
|
370
|
|
|
22
|
|
|
—
|
|
|
(11,040
|
)
|
|
—
|
|
|
(10,648
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
885
|
|
|
29
|
|
|
—
|
|
|
23,378
|
|
|
—
|
|
|
24,292
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
1,255
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
12,338
|
|
|
$
|
—
|
|
|
$
|
13,644
|
|
|
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
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
347,826
|
|
|
$
|
372,445
|
|
|
$
|
378,056
|
|
|
$
|
399,694
|
|
|
$
|
1,498,021
|
|
Operating income
|
$
|
73,605
|
|
|
$
|
93,283
|
|
|
$
|
99,972
|
|
|
$
|
124,056
|
|
|
$
|
390,916
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of tax
|
$
|
28,923
|
|
|
$
|
46,915
|
|
|
$
|
52,588
|
|
|
$
|
78,408
|
|
|
$
|
206,834
|
|
Loss from discontinued operations, net of tax
|
(306,786
|
)
|
|
(964
|
)
|
|
(4,777
|
)
|
|
—
|
|
|
(312,527
|
)
|
|||||
Net (loss) income
|
$
|
(277,863
|
)
|
|
$
|
45,951
|
|
|
$
|
47,811
|
|
|
$
|
78,408
|
|
|
$
|
(105,693
|
)
|
Basic and diluted net (loss) income per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.06
|
)
|
|
$
|
0.11
|
|
|
$
|
0.15
|
|
|
$
|
0.40
|
|
|
$
|
0.60
|
|
Discontinued operations
|
(2.85
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
(2.90
|
)
|
|||||
Total
|
$
|
(2.91
|
)
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
0.40
|
|
|
$
|
(2.30
|
)
|
Cash distributions per unit applicable to common limited partners
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
2.40
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
376,727
|
|
|
$
|
389,256
|
|
|
$
|
380,142
|
|
|
$
|
374,137
|
|
|
$
|
1,520,262
|
|
Operating income
|
$
|
83,493
|
|
|
$
|
76,387
|
|
|
$
|
89,165
|
|
|
$
|
86,683
|
|
|
$
|
335,728
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of tax
|
$
|
33,233
|
|
|
$
|
26,909
|
|
|
$
|
43,663
|
|
|
$
|
42,570
|
|
|
$
|
146,375
|
|
Income (loss) from discontinued operations, net of tax
|
92,900
|
|
|
2,490
|
|
|
4,473
|
|
|
(40,444
|
)
|
|
59,419
|
|
|||||
Net income
|
$
|
126,133
|
|
|
$
|
29,399
|
|
|
$
|
48,136
|
|
|
$
|
2,126
|
|
|
$
|
205,794
|
|
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.18
|
|
|
$
|
0.12
|
|
|
$
|
(3.53
|
)
|
|
$
|
0.07
|
|
|
$
|
(3.34
|
)
|
Discontinued operations
|
0.97
|
|
|
0.03
|
|
|
0.04
|
|
|
(0.38
|
)
|
|
0.57
|
|
|||||
Total
|
$
|
1.15
|
|
|
$
|
0.15
|
|
|
$
|
(3.49
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(2.77
|
)
|
Cash distributions per unit applicable to common limited partners
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
2.40
|
|
•
|
impairment and goodwill losses of $297.3 million and $31.1 million, respectively, in the first quarter of 2019 (please refer to Note 5 for further discussion);
|
•
|
the $43.4 million non-cash loss associated with the sale of our European Operations in the fourth quarter of 2018 (please refer to Note 5 for further discussion); and
|
•
|
the $78.8 million gain from hurricane insurance proceeds received in the first quarter of 2018 (please refer to Note 1 for further discussion).
|
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
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
(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
|
|
|
|
|
|
|
|
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 July 20, 2018 (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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
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 Current Report on Form 8-K filed July 20, 2018 (File No. 001-16417), Exhibit 3.2
|
|
|
|
|
|
|
|
4.01
|
|
|
|
*
|
|
|
|
|
|
|
|
4.02
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 15, 2002 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
4.03
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2005 (File No. 001-16417), Exhibit 4.02
|
|
|
|
|
|
|
|
4.04
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 4.05
|
|
|
|
|
|
|
|
4.05
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
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 May 22, 2019 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
4.10
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
4.11
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
|
4.12
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 29, 2018 (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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
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 March 28, 2018 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.06
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 29, 2018 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
|
10.07
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 12, 2019 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.08
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 21, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.09
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 12, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.10
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.11
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.10
|
|
|
|
|
|
|
|
10.12
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.11
|
|
|
|
|
|
|
|
10.13
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.12
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.14
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.13
|
|
|
|
|
|
|
|
10.15
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.16
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.17
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.18
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
|
10.19
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2018 (File No. 001-16417), Exhibit 10.07
|
|
|
|
|
|
|
|
10.20
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2019 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.21
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed December 30, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.22
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 9, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.23
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.24
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.25
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.26
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.27
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2018 (File No. 001-16417), Exhibit 10.05
|
|
|
|
|
|
|
|
10.28
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2019 (File No. 001-16417), Exhibit 10.06
|
|
|
|
|
|
|
|
10.29
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 10, 2011 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.30
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 11, 2013 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.31
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.32
|
|
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.33
|
|
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.34
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.26
|
|
|
|
|
|
|
|
10.35
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 20, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.36
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 20, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.37
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 28, 2018 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.38
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 29, 2019 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
+10.39
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2017 (File No. 001-16417), Exhibit 10.30
|
|
|
|
|
|
|
|
+10.40
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2017 (File No. 001-16417), Exhibit 10.31
|
|
|
|
|
|
|
|
+10.41
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.28
|
|
|
|
|
|
|
|
+10.42
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
+10.43
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 25, 2018 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
+10.44
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.31
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
+10.45
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2018 (File No. 001-16417), Exhibit 10.08
|
|
|
|
|
|
|
|
+10.46
|
|
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended June 30, 2007 (File No. 001-32040), Exhibit 10.04
|
|
|
|
|
|
|
|
+10.47
|
|
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2017 (File No. 001-32040), Exhibit 10.46
|
|
|
|
|
|
|
|
+10.48
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 20, 2018 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
+10.49
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2018 (File No. 001-16417), Exhibit 10.06
|
|
|
|
|
|
|
|
+10.50
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2018 (File No. 001-16417), Exhibit 10.07
|
|
|
|
|
|
|
|
+10.51
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 23, 2019 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
+10.52
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 23, 2019 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
+10.53
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 23, 2019 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
|
+10.54
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2019 (File No. 001-16417), Exhibit 10.07
|
|
|
|
|
|
|
|
+10.55
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2006 (File No. 001-16417), Exhibit 10.18
|
|
|
|
|
|
|
|
+10.56
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 4, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
+10.57
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.45
|
|
|
|
|
|
|
|
+10.58
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2018 (File No. 001-16417), Exhibit 10.04
|
|
|
|
|
|
|
|
+10.59
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-16417), Exhibit 10.30
|
|
|
|
|
|
|
|
+10.60
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
+10.61
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2018 (File No. 001-16417), Exhibit 10.05
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.62
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.63
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2009 (File No. 001-16417), Exhibit 10.24
|
|
|
|
|
|
|
|
10.64
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
21.01
|
|
|
|
*
|
|
|
|
|
|
|
|
23.01
|
|
|
|
*
|
|
|
|
|
|
|
|
24.01
|
|
|
|
*
|
|
|
|
|
|
|
|
31.01
|
|
|
|
*
|
|
|
|
|
|
|
|
31.02
|
|
|
|
*
|
|
|
|
|
|
|
|
32.01
|
|
|
|
**
|
|
|
|
|
|
|
|
32.02
|
|
|
|
**
|
|
|
|
|
|
|
|
101.INS
|
|
|
Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
*
|
|
|
|
|
|
|
101.SCH
|
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
*
|
|
|
|
|
|
|
101.CAL
|
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
*
|
|
|
|
|
|
|
101.DEF
|
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
|
|
|
|
|
|
101.LAB
|
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
*
|
|
|
|
|
|
|
101.PRE
|
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
|
|
|
|
|
|
104
|
|
|
Cover page Interactive Data File - Formatted in Inline XBRL and contained in Exhibit 101
|
|
*
|
*
|
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 27, 2020
|
|
|
By:
|
/s/ Thomas R. Shoaf
|
|
Thomas R. Shoaf
|
|
Executive Vice President and Chief Financial Officer
|
|
February 27, 2020
|
|
|
By:
|
/s/ Jorge A. del Alamo
|
|
Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 27, 2020
|
Signature
|
Title
|
Date
|
|
|
|
/s/ William E. Greehey
|
Chairman of the Board
|
February 27, 2020
|
William E. Greehey
|
|
|
|
|
|
/s/ Bradley C. Barron
|
President, Chief Executive
|
February 27, 2020
|
Bradley C. Barron
|
Officer and Director
(Principal Executive Officer)
|
|
|
|
|
/s/ Thomas R. Shoaf
|
Executive Vice President
|
February 27, 2020
|
Thomas R. Shoaf
|
and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
/s/ Jorge A. del Alamo
|
Senior Vice President and Controller
|
February 27, 2020
|
Jorge A. del Alamo
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ J. Dan Bates
|
Director
|
February 27, 2020
|
J. Dan Bates
|
|
|
|
|
|
/s/ William B. Burnett
|
Director
|
February 27, 2020
|
William B. Burnett
|
|
|
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/s/ James F. Clingman, Jr.
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Director
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February 27, 2020
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James F. Clingman, Jr.
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/s/ Dan J. Hill
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Director
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February 27, 2020
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Dan J. Hill
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/s/ Jelynne LeBlanc-Burley
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Director
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February 27, 2020
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Jelynne LeBlanc-Burley
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/s/ Robert J. Munch
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Director
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February 27, 2020
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Robert J. Munch
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/s/ W. Grady Rosier
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Director
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February 27, 2020
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W. Grady Rosier
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Title of Class
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Trading Symbol
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Exchange
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Common Units ("Common Units")
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NS
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NYSE
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Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units ("Series A Preferred Units")
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NSprA
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NYSE
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Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units ("Series B Preferred Units")
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NSprB
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NYSE
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Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units ("Series C Preferred Units")
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NSprC
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NYSE
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•
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provide for the proper conduct of NuStar Energy’s business, including reserves for future capital expenditures and anticipated credit needs;
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•
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comply with applicable law or any debt instrument or other agreement or obligation;
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•
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provide funds for payments to holders of NuStar Energy’s preferred units; or
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•
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provide funds for distributions with respect to any one or more of the next four fiscal quarters.
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Units
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Original
Issuance Date
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Price per Unit
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Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit)
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Fixed Distribution Rate per Unit per Annum
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Optional Redemption Date/Date at Which Distribution Rate Becomes Floating
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Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
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|||||
Series A Preferred Units
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November 25, 2016
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$
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25.00
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8.50
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%
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$
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2.125
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December 15, 2021
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Three-month LIBOR plus 6.766%
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Series B Preferred Units
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April 28, 2017
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$
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25.00
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7.625
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%
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$
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1.90625
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June 15, 2022
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Three-month LIBOR plus 5.643%
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Series C Preferred Units
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November 30, 2017
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$
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25.00
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9.00
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%
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$
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2.25
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December 15, 2022
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Three-month LIBOR plus 6.88%
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•
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to remove or replace NuStar Energy’s general partner;
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•
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to approve some amendments to the partnership agreement; or
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•
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to take other action under the partnership agreement
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Election of directors to the board
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Plurality of the votes cast by the limited partners holding outstanding Common Units and Series D Preferred Units (voting on an as-converted basis), voting together as a single class, at a meeting of the limited partners. Please read "—Meetings; Voting."
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Amendment of the partnership agreement
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Certain amendments may be made by NuStar Energy’s general partner without the approval of unitholders. Certain other amendments require the approval of a unit majority. Certain other amendments require the approval of the holders of a super-majority of outstanding Common Units and Series D Preferred Units (voting on an as-converted basis), voting together as a single class. Certain amendments that would have a material adverse effect on a class of NuStar Energy interests require the approval of a majority of NuStar Energy interests to be affected by such amendment. Please read "—Amendment of the Partnership Agreement."
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Merger or the sale of all or substantially all of NuStar Energy’s assets
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The holders of a unit majority. Please read "—Merger, Sale or Other Disposition of Assets."
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Dissolution of NuStar Energy
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The holders of a unit majority. Please read "—Termination and Dissolution."
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Removal/Replacement of the general partner
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The holders of a unit majority. Please read "—Withdrawal or Removal of the General Partner."
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•
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amend, alter, change, repeal or rescind, in any respect, a provision of the partnership agreement that establishes a percentage of outstanding units required to take any action, that would have the effect of reducing such voting percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of outstanding units whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced;
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•
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enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected;
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•
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enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by NuStar Energy to its general partner or any of its affiliates without the consent of NuStar Energy’s general partner, which may be given or withheld in its sole discretion;
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•
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change the term of NuStar Energy;
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•
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provide that NuStar Energy is not dissolved upon an election to dissolve NuStar Energy by its general partner that is approved by the holders of a unit majority;
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give any person the right to dissolve NuStar Energy, other than its general partner’s right to dissolve NuStar Energy with the approval of the holders of a unit majority; or
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•
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have a material adverse effect on the rights or preferences of any class of partnership securities in relation to other classes of partnership securities, unless approved by the holders of not less than a majority of the outstanding partnership securities of the class affected.
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a change in the name of NuStar Energy, the location of the principal place of business of NuStar Energy, the registered agent or the registered office of NuStar Energy;
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•
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the admission, substitution, withdrawal or removal of partners in accordance with the partnership agreement;
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•
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a change that, in the sole discretion of NuStar Energy’s general partner, is necessary or advisable to qualify or continue the qualification of NuStar Energy as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither NuStar Energy nor the Operating Partnership will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;
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•
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an amendment that is necessary, in the opinion of counsel to NuStar Energy, to prevent NuStar Energy, its general partner, NuStar GP, LLC, or any of the directors, officers, agents or trustees of NuStar GP, LLC from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not substantially similar to plan asset regulations currently applied or proposed;
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•
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subject to any restrictions imposed by the terms of the Preferred Units and the limitations on the issuance of additional partnership securities described above, an amendment that in the discretion of NuStar Energy’s general partner is necessary or advisable for the authorization of additional partnership securities;
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•
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any amendment expressly permitted in the partnership agreement to be made by NuStar Energy’s general partner acting alone;
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•
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an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the partnership agreement;
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•
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any amendment that, in the discretion of NuStar Energy’s general partner, is necessary or advisable for the formation by NuStar Energy of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the partnership agreement;
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•
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a change in the fiscal year or taxable year of NuStar Energy and related changes; and
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•
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any other amendments substantially similar to any of the matters described above.
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•
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do not adversely affect the limited partners (or any particular class of limited partners) in any material respect;
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•
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are necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
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•
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are necessary or advisable to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading, compliance with any of which NuStar Energy’s general partner deems to be in the best interests of NuStar Energy and the limited partners;
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•
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are necessary or advisable for any action taken by NuStar Energy’s general partner relating to splits or combinations of partnership securities under the provisions of the partnership agreement; or
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•
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are required to effect the intent of the provisions of the partnership agreement or are otherwise contemplated by the partnership agreement.
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•
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the election of NuStar Energy’s general partner to dissolve NuStar Energy, if approved by the holders of a unit majority;
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•
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the entry of a decree of judicial dissolution of NuStar Energy pursuant to Delaware law;
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•
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the sale of all or substantially all of the assets and properties of NuStar Energy, the Operating Partnership and their respective subsidiaries; or
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•
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the withdrawal or removal of NuStar Energy’s general partner or any other event that results in its ceasing to be the general partner other than by reason of a transfer of its general partner interest in accordance with the partnership agreement or withdrawal or removal following approval and admission of a successor.
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the action would not result in the loss of limited liability of any limited partner; and
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•
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neither NuStar Energy, the reconstituted limited partnership, nor any operating subsidiary would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue.
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•
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with certain limited exceptions, any partnership securities held by a person that owns 20% or more of any class of partnership securities then outstanding, other than NuStar Energy’s general partner and its affiliates, cannot be voted on any matter; provided, however that such restriction generally does not apply to any Series D Preferred Units held by a person who acquired such Series D Preferred Units pursuant to the Series D Cumulative Convertible Preferred Unit Purchase Agreement, dated as of June 26, 2018, among NuStar Energy L.P. and the purchasers party thereto;
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•
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limiting the ability of unitholders to replace members of the board of directors of NuStar GP, LLC (the “board”) by having staggered elections where each director is elected for a three-year term and providing that directors may only be removed for cause; and
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•
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limiting the ability of unitholders to call meetings or to acquire information about NuStar Energy’s operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.
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•
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NuStar Energy’s general partner;
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•
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any departing general partner;
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•
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any person who is or was an affiliate of NuStar Energy’s general partner or any departing general partner;
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•
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any person who is or was a member, partner, officer, director, employee, agent or trustee of NuStar Energy, the Operating Partnership or any of their respective subsidiaries, NuStar Energy’s general partner or any departing general partner or any affiliate of NuStar Energy, the Operating Partnership, their respective subsidiaries, NuStar Energy’s general partner or any departing general partner; or
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•
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any person who is or was serving at the request of NuStar Energy’s general partner or departing general partner or any affiliate of NuStar Energy’s general partner or departing general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person.
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•
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information regarding the status of the business and financial condition of NuStar Energy;
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•
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a copy of NuStar Energy’s tax returns;
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•
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a current list of the name and last known address of each partner;
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•
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copies of the partnership agreement, the certificate of limited partnership of NuStar Energy, related amendments and powers of attorney under which they have been executed;
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information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;
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any other information regarding NuStar Energy’s affairs as is just and reasonable.
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•
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approved by a conflicts committee consisting of three or more independent directors of NuStar GP, LLC, although no party is obligated to seek approval and NuStar Energy’s general partner may adopt a resolution or course of action that has not received approval;
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on terms no less favorable to NuStar Energy than those generally being provided to or available from unrelated third parties; or
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•
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fair to NuStar Energy, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to NuStar Energy.
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•
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the relative interests of the parties involved in the conflict or affected by the action;
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•
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any customary or accepted industry practices or historical dealings with a particular person or entity; and
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•
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generally accepted accounting principles and other factors it considers relevant, if applicable.
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•
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the incurrence of indebtedness;
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•
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the acquisition or disposition of assets, except for the disposition of all of the assets of NuStar Energy, which requires unitholder approval;
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•
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the negotiation of any contracts; and
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•
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the disposition of NuStar Energy’s cash.
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Name of Entity
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Jurisdiction of Organization
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Cooperatie NuStar Holdings U.A.
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Netherlands
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LegacyStar Services, LLC
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Delaware
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NS Security Services, LLC
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Delaware
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NuStar Caribe Terminals, Inc.
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Delaware
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NuStar Energy Services, Inc.
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Delaware
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NuStar Finance LLC
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Delaware
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NuStar GP, Inc.
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Delaware
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NuStar GP, LLC
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Delaware
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NuStar GP Holdings, LLC
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Delaware
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NuStar Holdings B.V.
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Netherlands
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NuStar Internacional, S de R.L. de C.V.
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Mexico
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NuStar Logistics, L.P.
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Delaware
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NuStar Permian Crude Logistics, LLC
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Delaware
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NuStar Permian Holdings, LLC
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Delaware
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NuStar Permian Transportation and Storage, LLC
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Delaware
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NuStar Pipeline Company, LLC
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Delaware
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NuStar Pipeline Holding Company, LLC
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Delaware
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NuStar Pipeline Operating Partnership L.P.
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Delaware
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NuStar Pipeline Partners L.P.
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Delaware
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NuStar Services Company LLC
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Delaware
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NuStar Supply & Trading LLC
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Delaware
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NuStar Terminals Canada Co.
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Canada
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NuStar Terminals Canada Holdings Co.
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Canada
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NuStar Terminals Canada Partnership
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Canada
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NuStar Terminals Corporation N.V.
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Curacao
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NuStar Terminals Delaware, Inc.
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Delaware
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NuStar Terminals International N.V.
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Curacao
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NuStar Terminals New Jersey, Inc.
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Delaware
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NuStar Terminals Operations Partnership L.P.
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Delaware
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NuStar Terminals Partners TX L.P.
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Delaware
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NuStar Terminals Services, Inc.
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Delaware
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NuStar Terminals Texas, Inc.
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Delaware
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NuStar Texas Holdings, Inc.
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Delaware
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Point Tupper Marine Services Co.
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Canada
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Riverwalk Logistics, L.P.
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Delaware
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Shore Terminals LLC
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Delaware
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ST Linden Terminal, LLC
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Delaware
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Star Creek Ranch, LLC
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Delaware
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/s/ Bradley C. Barron
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Bradley C. Barron
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President and Chief Executive Officer
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/s/ Thomas R. Shoaf
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Thomas R. Shoaf
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Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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/s/ Bradley C. Barron
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Bradley C. Barron
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President and Chief Executive Officer
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February 27, 2020
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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/s/ Thomas R. Shoaf
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Thomas R. Shoaf
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Executive Vice President and Chief Financial Officer
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February 27, 2020
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