Delaware
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85-0470977
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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19003 IH-10 West
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78257
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San Antonio, Texas
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(Zip Code)
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(Address of principal executive offices)
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Items 1., 1A. and 2.
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Item 1B.
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Item 3.
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Item 4.
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Item X.
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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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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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Item 15.
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Item 16.
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•
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the general partner interest;
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•
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100%
of the incentive distribution rights issued by NuStar Energy, which entitle us to receive increasing percentages of the cash distributed by NuStar Energy, currently at the maximum percentage of
23%
; and
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•
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10,214,626
common units of NuStar Energy.
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•
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throughput volumes transported in its pipelines;
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•
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storage contract renewals or throughput volumes in its terminals and storage facilities;
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•
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tariff rates and fees it charges and the revenue it realizes for its services;
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•
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demand for and supply of crude oil, refined products and anhydrous ammonia;
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•
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the effect of worldwide energy conservation measures;
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•
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its operating costs;
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•
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its costs to comply with environmental, health, safety and security laws and regulations;
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•
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weather conditions;
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•
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domestic and foreign governmental regulations and taxes;
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•
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prevailing economic conditions; and
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•
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the results of its 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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its debt service requirements and restrictions on distributions contained in its current or future debt agreements;
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•
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the sources of cash used to fund its acquisitions;
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•
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its capital expenditures;
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•
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fluctuations in its working capital needs;
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•
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its issuances of debt and equity securities and ability to access the capital markets; and
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•
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adjustments in cash reserves made by NuStar Energy’s general partner, in its discretion.
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•
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interest expense and principal payments on any indebtedness we may incur;
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•
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restrictions on distributions contained in any future debt agreements;
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•
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our general and administrative expenses, including expenses we incur as a public company;
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•
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expenses of our subsidiaries, including tax liabilities of our corporate subsidiaries;
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•
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reserves necessary for us to make the necessary capital contributions to maintain our general partner interest in NuStar Energy, as required by the partnership agreement of NuStar Energy upon the issuance of certain additional partnership securities by NuStar Energy; and
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•
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reserves our board of directors believes prudent for us to maintain for the proper conduct of our business or to provide for future distributions.
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•
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adversely affect our ability to obtain additional financing for future operations or capital needs;
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•
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limit our ability to pursue acquisitions and other business opportunities; or
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•
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make our results of operations more susceptible to adverse economic or operating conditions.
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•
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our unitholders’ proportionate ownership interest in us will decrease;
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•
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the amount of cash available for distribution on each unit may decrease;
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•
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the relative voting strength of each previously outstanding unit may be diminished;
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•
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the ratio of taxable income to distributions may increase; and
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•
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the market price of the units may decline.
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•
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the allocation of shared overhead expenses to NuStar Energy and us;
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•
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the determination and timing of the amount of cash to be distributed to NuStar Energy’s partners and the amount of cash to be reserved for the future conduct of NuStar Energy’s business;
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•
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any proposal by NuStar GP, LLC to eliminate, reduce or modify the incentive distribution rights;
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•
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the decision whether NuStar Energy should make acquisitions, and on what terms;
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•
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the determination of whether NuStar Energy should use cash on hand, borrow or issue equity to raise cash to finance acquisitions or expansion capital projects, repay indebtedness, meet working capital needs, pay distributions to NuStar Energy’s partners or otherwise; and
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•
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any decision we make in the future to engage in business activities independent of, or in competition with, NuStar Energy.
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•
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our directors will not have any liability to us or our unitholders for decisions made in good faith, meaning they believed the decision was in our best interests; and
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•
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our board of directors will not be liable for monetary damages to us or our unitholders for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the board of directors acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that such conduct was unlawful.
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•
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a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel and travel;
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•
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higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;
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•
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an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers;
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•
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the increased use of alternative fuel sources;
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•
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an increase in the market price of crude oil that leads to higher refined product prices, which may reduce demand for refined products and drive demand for alternative products. Market prices for crude oil and refined products, including fuel oil, are subject to wide fluctuation in response to changes in global and regional supply that are beyond NuStar Energy’s control, and increases in the price of crude oil may result in a lower demand for refined products that NuStar Energy transports, stores and markets, including fuel oil; and
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•
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a decrease in corn acres planted for ethanol, which may reduce demand for anhydrous ammonia.
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•
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prolonged periods of low prices for crude oil and refined products, which could lead to a decrease in exploration and development activity and reduced production in markets served by NuStar Energy’s pipelines and storage terminals;
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•
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changes in the regulatory environment, governmental policies or taxation that directly or indirectly delay production or increase the cost of production of refined products; and
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•
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actions taken by foreign oil and gas producing nations that impact prices for crude oil and refined products.
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•
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non-performance or delay by, or disputes with, counterparties, vendors, suppliers, contractors or subcontractors involved with a project;
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•
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denial or delay in issuing requisite regulatory approvals and/or permits;
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•
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protests and other activist interference with planned or in-process projects;
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•
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unplanned increases in the cost of construction materials or labor;
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•
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disruptions in transportation of modular components and/or construction materials;
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•
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severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting NuStar Energy’s facilities, or those of vendors and suppliers;
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•
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; or
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•
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market-related increases in a project’s debt or equity financing costs.
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•
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continued low crude oil prices;
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•
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a material decrease in the supply or price of crude oil;
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•
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a material decrease in demand for refined products in the markets served by NuStar Energy’s pipelines and terminals;
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•
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competition for customers from companies with comparable assets and capabilities;
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•
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scheduled turnarounds or unscheduled maintenance at refineries NuStar Energy serves;
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•
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operational problems or catastrophic events affecting NuStar Energy’s assets or a refinery it serves;
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•
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environmental proceedings or other litigation that compel the cessation of all or a portion of the operations at NuStar Energy’s assets or a refinery it serves;
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•
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increasingly stringent environmental, health, safety and security regulations;
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•
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a decision by NuStar Energy’s current customers to redirect refined products transported in NuStar Energy’s pipelines to markets not served by NuStar Energy’s pipelines or to transport crude oil or refined products by means other than NuStar Energy’s pipelines; or
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•
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a decision by NuStar Energy’s current customers to sell one or more of the refineries NuStar Energy serves to a purchaser that elects not to use NuStar Energy’s pipelines and terminals.
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•
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the counterparties to NuStar Energy’s hedging contracts fail to perform under the contracts; or
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•
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there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices received.
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Name
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Age
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Position Held with NuStar GP Holdings, LLC
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Bradley C. Barron
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51
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President, Chief Executive Officer and Director
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Mary Rose Brown
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60
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Executive Vice President and Chief Administrative Officer
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Thomas R. Shoaf
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58
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Executive Vice President and Chief Financial Officer
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Jorge A. del Alamo
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47
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Senior Vice President and Controller
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Amy L. Perry
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48
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Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary
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Karen M. Thompson
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49
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Senior Vice President, General Counsel - Litigation, Regulatory & Environmental
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Price Range per Unit
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Cash Distributions
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High
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Low
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Amount per Common Unit
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Record Date
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Payment Date
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Year 2016
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||||||
4th Quarter
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$
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29.30
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$
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22.30
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$
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0.545
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February 8, 2017
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February 15, 2017
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3rd Quarter
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$
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26.45
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$
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22.40
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$
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0.545
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November 8, 2016
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November 16, 2016
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2nd Quarter
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$
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27.07
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$
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19.82
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$
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0.545
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August 9, 2016
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August 16, 2016
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1st Quarter
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$
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23.18
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$
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12.86
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$
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0.545
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May 9, 2016
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May 17, 2016
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Year 2015
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||||||
4th Quarter
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$
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31.55
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$
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15.06
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$
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0.545
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February 8, 2016
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February 16, 2016
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3rd Quarter
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$
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38.40
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$
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24.46
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$
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0.545
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November 9, 2015
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November 17, 2015
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2nd Quarter
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$
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39.94
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$
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34.03
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$
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0.545
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August 7, 2015
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August 17, 2015
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1st Quarter
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$
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39.53
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$
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30.77
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$
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0.545
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May 8, 2015
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May 18, 2015
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12/11
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12/12
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12/13
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12/14
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12/15
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12/16
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NuStar GP Holdings, LLC
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100.00
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88.97
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97.76
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127.30
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83.58
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126.36
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NYSE Composite
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100.00
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115.99
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146.47
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156.36
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149.97
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167.87
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Alerian MLP
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100.00
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109.12
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146.52
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164.94
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117.53
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142.52
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Year Ended December 31,
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2016
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2015
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2014
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2013
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2012
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||||||||||
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(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
Statement of Comprehensive Income (Loss) Data:
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||||||||||
Equity in earnings (loss) of NuStar Energy L.P.
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$
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56,096
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$
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79,673
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$
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65,380
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$
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(6,741
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)
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$
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(4,578
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)
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Net income (loss)
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55,068
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72,208
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61,427
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(11,034
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)
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2,128
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|||||
Basic and diluted net income (loss) per unit
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1.28
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1.68
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1.44
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(0.26
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)
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0.05
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|||||
Cash distributions per unit
|
2.18
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2.18
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2.18
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2.18
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2.11
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|||||
Other Financial Data:
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|
||||||||||
Distributions received from NuStar Energy L.P.
|
$
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95,905
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$
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96,030
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|
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$
|
96,012
|
|
|
$
|
96,134
|
|
|
$
|
92,628
|
|
|
|
|
|
|
|
|
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||||||||||
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December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||
Balance Sheet Data:
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||||||||||
Total assets
|
$
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274,630
|
|
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$
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360,490
|
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$
|
385,150
|
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$
|
412,382
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$
|
517,716
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Total short-term debt
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30,000
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|
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26,000
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|
|
26,000
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26,000
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20,000
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|||||
Members’ equity
|
243,788
|
|
|
287,070
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|
310,836
|
|
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349,986
|
|
|
412,822
|
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•
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Overview
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•
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Results of Operations
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•
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Trends and Outlook
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•
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Liquidity and Capital Resources
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•
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Related Party Transactions
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•
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Critical Accounting Policies
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•
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New Accounting Pronouncements
|
•
|
the general partner interest;
|
•
|
100%
of the incentive distribution rights issued by NuStar Energy, which entitle us to receive increasing percentages of the cash distributed by NuStar Energy, currently at the maximum percentage of
23%
; and
|
•
|
10,214,626
common units of NuStar Energy.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Equity in earnings of NuStar Energy
|
$
|
56,096
|
|
|
$
|
79,673
|
|
|
$
|
(23,577
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)
|
|
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|
|
|
||||||
General and administrative expenses
|
(3,046
|
)
|
|
(3,338
|
)
|
|
292
|
|
|||
Other income (expense), net
|
3,021
|
|
|
(2,333
|
)
|
|
5,354
|
|
|||
Interest expense, net
|
(1,069
|
)
|
|
(893
|
)
|
|
(176
|
)
|
|||
Income before income tax benefit (expense)
|
55,002
|
|
|
73,109
|
|
|
(18,107
|
)
|
|||
Income tax benefit (expense)
|
66
|
|
|
(901
|
)
|
|
967
|
|
|||
Net income
|
$
|
55,068
|
|
|
$
|
72,208
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|
|
$
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(17,140
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)
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Basic and diluted net income per unit
|
$
|
1.28
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|
|
$
|
1.68
|
|
|
$
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(0.40
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
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|
Change
|
||||||
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(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Revenues
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
(327,358
|
)
|
Cost of product sales
|
633,653
|
|
|
907,574
|
|
|
(273,921
|
)
|
|||
Operating expenses
|
448,367
|
|
|
473,031
|
|
|
(24,664
|
)
|
|||
Depreciation and amortization expense
|
208,217
|
|
|
201,719
|
|
|
6,498
|
|
|||
Segment operating income
|
466,445
|
|
|
501,716
|
|
|
(35,271
|
)
|
|||
General and administrative expenses
|
98,817
|
|
|
102,521
|
|
|
(3,704
|
)
|
|||
Other depreciation and amortization expense
|
8,519
|
|
|
8,491
|
|
|
28
|
|
|||
Operating income
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
$
|
(31,595
|
)
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
150,003
|
|
|
$
|
305,946
|
|
|
$
|
(155,943
|
)
|
Income from discontinued operations, net of tax
|
—
|
|
|
774
|
|
|
(774
|
)
|
|||
Net income
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
(156,717
|
)
|
|
|
|
|
|
|
||||||
Net income per unit applicable to common limited partners
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
$
|
(2.03
|
)
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
|
(Thousands of Dollars)
|
||||||||||
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
|
|
|
|
|
|
||||||
General partner interest
|
$
|
2,091
|
|
|
$
|
5,270
|
|
|
$
|
(3,179
|
)
|
General partner incentive distribution rights (IDRs)
|
43,407
|
|
|
43,220
|
|
|
187
|
|
|||
General partner’s interest in earnings and incentive
distributions of NuStar Energy
|
45,498
|
|
|
48,490
|
|
|
(2,992
|
)
|
|||
Common limited partner interest in earnings of NuStar Energy
|
13,482
|
|
|
34,067
|
|
|
(20,585
|
)
|
|||
Amortization of step-up in basis related to
NuStar Energy’s assets and liabilities
|
(2,884
|
)
|
|
(2,884
|
)
|
|
—
|
|
|||
Equity in earnings of NuStar Energy
|
$
|
56,096
|
|
|
$
|
79,673
|
|
|
$
|
(23,577
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Equity in earnings of NuStar Energy
|
$
|
79,673
|
|
|
$
|
65,380
|
|
|
$
|
14,293
|
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
(3,338
|
)
|
|
(3,396
|
)
|
|
58
|
|
|||
Other expense, net
|
(2,333
|
)
|
|
(1,458
|
)
|
|
(875
|
)
|
|||
Interest expense, net
|
(893
|
)
|
|
(885
|
)
|
|
(8
|
)
|
|||
Income before income tax (expense) benefit
|
73,109
|
|
|
59,641
|
|
|
13,468
|
|
|||
Income tax (expense) benefit
|
(901
|
)
|
|
1,786
|
|
|
(2,687
|
)
|
|||
Net income
|
$
|
72,208
|
|
|
$
|
61,427
|
|
|
$
|
10,781
|
|
Basic and diluted net income per unit
|
$
|
1.68
|
|
|
$
|
1.44
|
|
|
$
|
0.24
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Revenues
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
$
|
(991,078
|
)
|
Cost of product sales
|
907,574
|
|
|
1,967,528
|
|
|
(1,059,954
|
)
|
|||
Operating expenses
|
473,031
|
|
|
472,925
|
|
|
106
|
|
|||
Depreciation and amortization expense
|
201,719
|
|
|
181,555
|
|
|
20,164
|
|
|||
Segment operating income
|
501,716
|
|
|
453,110
|
|
|
48,606
|
|
|||
General and administrative expenses
|
102,521
|
|
|
96,056
|
|
|
6,465
|
|
|||
Other depreciation and amortization expense
|
8,491
|
|
|
10,153
|
|
|
(1,662
|
)
|
|||
Operating income
|
$
|
390,704
|
|
|
$
|
346,901
|
|
|
$
|
43,803
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
305,946
|
|
|
$
|
214,169
|
|
|
$
|
91,777
|
|
Income (loss) from discontinued operations, net of tax
|
774
|
|
|
(3,791
|
)
|
|
4,565
|
|
|||
Net income
|
$
|
306,720
|
|
|
$
|
210,378
|
|
|
$
|
96,342
|
|
|
|
|
|
|
|
||||||
Net income per unit applicable to common limited partners
|
$
|
3.30
|
|
|
$
|
2.10
|
|
|
$
|
1.20
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
(Thousands of Dollars)
|
||||||||||
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
|
|
|
|
|
|
||||||
General partner interest
|
$
|
5,270
|
|
|
$
|
3,352
|
|
|
$
|
1,918
|
|
General partner incentive distribution rights
|
43,220
|
|
|
43,220
|
|
|
—
|
|
|||
General partner’s interest in earnings and incentive
distributions of NuStar Energy
|
48,490
|
|
|
46,572
|
|
|
1,918
|
|
|||
Common limited partner interest in earnings of NuStar Energy
|
34,067
|
|
|
21,692
|
|
|
12,375
|
|
|||
Amortization of step-up in basis related to
NuStar Energy’s assets and liabilities
|
(2,884
|
)
|
|
(2,884
|
)
|
|
—
|
|
|||
Equity in earnings of NuStar Energy
|
$
|
79,673
|
|
|
$
|
65,380
|
|
|
$
|
14,293
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit and Percentage Data)
|
||||||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
4.380
|
|
Total cash distributions by NuStar Energy to its general and common limited partners
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
$
|
392,204
|
|
Cash distributions we received from NuStar Energy:
|
|
|
|
|
|
||||||
General partner interest
|
$
|
7,877
|
|
|
$
|
7,844
|
|
|
$
|
7,844
|
|
General partner incentive distribution rights (IDRs)
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Limited partner interest – common units
|
44,699
|
|
|
45,073
|
|
|
44,974
|
|
|||
Total cash distributions to us
|
$
|
95,983
|
|
|
$
|
96,137
|
|
|
$
|
96,038
|
|
Distributions to us as a percentage of total cash distributions to NuStar Energy’s general and common limited partners
|
24.4
|
%
|
|
24.5
|
%
|
|
24.5
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Cash distributions per unit
|
$
|
2.18
|
|
|
$
|
2.18
|
|
|
$
|
2.18
|
|
Total cash distributions
|
$
|
93,601
|
|
|
$
|
93,561
|
|
|
$
|
93,252
|
|
•
|
The NuStar Thrift Plan;
|
•
|
The NuStar Excess Thrift Plan;
|
•
|
The NuStar Pension Plan;
|
•
|
The NuStar Excess Pension Plan;
|
•
|
The NuStar GP, LLC Retiree Welfare Benefits Plan; and
|
•
|
The 2000 Long-Term Incentive Plan.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
207
|
|
|
$
|
34
|
|
Receivable from related party
|
—
|
|
|
14,799
|
|
||
Income tax receivable
|
303
|
|
|
1,212
|
|
||
Other receivables
|
—
|
|
|
69
|
|
||
Prepaid expenses and other current assets
|
292
|
|
|
344
|
|
||
Total current assets
|
802
|
|
|
16,458
|
|
||
Investment in NuStar Energy L.P.
|
268,742
|
|
|
306,694
|
|
||
Long-term receivable from related party
|
—
|
|
|
32,080
|
|
||
Deferred income tax assets, net
|
5,086
|
|
|
5,258
|
|
||
Total assets
|
$
|
274,630
|
|
|
$
|
360,490
|
|
Liabilities and Members’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
30,000
|
|
|
$
|
26,000
|
|
Payable to related party
|
317
|
|
|
—
|
|
||
Accounts payable
|
1
|
|
|
636
|
|
||
Accrued compensation expense
|
—
|
|
|
8,990
|
|
||
Accrued liabilities
|
460
|
|
|
340
|
|
||
Deferred income tax liabilities, net
|
—
|
|
|
2,660
|
|
||
Taxes other than income tax
|
64
|
|
|
1,935
|
|
||
Total current liabilities
|
30,842
|
|
|
40,561
|
|
||
Long-term liabilities
|
—
|
|
|
32,859
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Members’ equity (42,951,749 and 42,930,549 units outstanding as of December 31, 2016 and 2015, respectively)
|
257,662
|
|
|
295,734
|
|
||
Accumulated other comprehensive loss
|
(13,874
|
)
|
|
(8,664
|
)
|
||
Total members’ equity
|
243,788
|
|
|
287,070
|
|
||
Total liabilities and members’ equity
|
$
|
274,630
|
|
|
$
|
360,490
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Equity in earnings of NuStar Energy L.P.
|
$
|
56,096
|
|
|
$
|
79,673
|
|
|
$
|
65,380
|
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
|
|
|
|
|
||||||
Third parties
|
(2,258
|
)
|
|
(3,338
|
)
|
|
(3,396
|
)
|
|||
Related party
|
(788
|
)
|
|
—
|
|
|
—
|
|
|||
Total general and administrative expenses
|
(3,046
|
)
|
|
(3,338
|
)
|
|
(3,396
|
)
|
|||
Other income (expense), net
|
3,021
|
|
|
(2,333
|
)
|
|
(1,458
|
)
|
|||
Interest expense, net
|
(1,069
|
)
|
|
(893
|
)
|
|
(885
|
)
|
|||
Income before income tax benefit (expense)
|
55,002
|
|
|
73,109
|
|
|
59,641
|
|
|||
Income tax benefit (expense)
|
66
|
|
|
(901
|
)
|
|
1,786
|
|
|||
Net income
|
55,068
|
|
|
72,208
|
|
|
61,427
|
|
|||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Share of NuStar Energy L.P.’s other comprehensive loss
|
(685
|
)
|
|
(3,107
|
)
|
|
(665
|
)
|
|||
Pension and other postretirement benefit plan adjustments
|
(4,525
|
)
|
|
218
|
|
|
(14,051
|
)
|
|||
Total other comprehensive loss
|
(5,210
|
)
|
|
(2,889
|
)
|
|
(14,716
|
)
|
|||
Comprehensive income
|
$
|
49,858
|
|
|
$
|
69,319
|
|
|
$
|
46,711
|
|
Basic and diluted net income per unit
|
$
|
1.28
|
|
|
$
|
1.68
|
|
|
$
|
1.44
|
|
Weighted-average number of basic units outstanding
|
42,932,320
|
|
|
42,914,297
|
|
|
42,719,217
|
|
|||
Weighted-average number of diluted units outstanding
|
42,932,320
|
|
|
42,914,297
|
|
|
42,742,202
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
55,068
|
|
|
$
|
72,208
|
|
|
$
|
61,427
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in earnings of NuStar Energy L.P.
|
(56,096
|
)
|
|
(79,673
|
)
|
|
(65,380
|
)
|
|||
Distributions of equity in earnings from NuStar Energy L.P.
|
56,096
|
|
|
79,673
|
|
|
65,380
|
|
|||
Gain related to NuStar Energy L.P.’s issuance of common limited partner units
|
(2,408
|
)
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on sale of NuStar Energy L.P. common limited partner units in connection with unit-based compensation
|
(613
|
)
|
|
2,333
|
|
|
1,458
|
|
|||
Unit-based compensation expense
|
661
|
|
|
239
|
|
|
129
|
|
|||
Amortization of deferred debt costs
|
169
|
|
|
155
|
|
|
161
|
|
|||
(Benefit) expense for deferred income tax
|
(75
|
)
|
|
952
|
|
|
(621
|
)
|
|||
Changes in current assets and liabilities (Note 9)
|
(3,336
|
)
|
|
296
|
|
|
(2,270
|
)
|
|||
(Increase) decrease in long-term receivable from related party
|
(898
|
)
|
|
363
|
|
|
(1,527
|
)
|
|||
Increase (decrease) in long-term liabilities
|
1,183
|
|
|
(647
|
)
|
|
36
|
|
|||
Net cash provided by operating activities
|
49,751
|
|
|
75,899
|
|
|
58,793
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Distributions in excess of equity in earnings from NuStar Energy L.P.
|
39,809
|
|
|
16,357
|
|
|
30,632
|
|
|||
Investment in NuStar Energy L.P.
|
(842
|
)
|
|
(7,444
|
)
|
|
(19,340
|
)
|
|||
Proceeds from sale of NuStar Energy L.P. common units in connection with unit-based compensation
|
1,319
|
|
|
5,935
|
|
|
17,059
|
|
|||
Net cash provided by investing activities
|
40,286
|
|
|
14,848
|
|
|
28,351
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from short-term debt borrowings
|
4,000
|
|
|
—
|
|
|
26,000
|
|
|||
Repayment of short-term debt
|
—
|
|
|
—
|
|
|
(26,000
|
)
|
|||
Distributions to unitholders
|
(93,590
|
)
|
|
(93,567
|
)
|
|
(93,098
|
)
|
|||
Proceeds from the exercise of unit options
|
—
|
|
|
—
|
|
|
7,206
|
|
|||
Other, net
|
(274
|
)
|
|
14
|
|
|
(15
|
)
|
|||
Net cash used in financing activities
|
(89,864
|
)
|
|
(93,553
|
)
|
|
(85,907
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
173
|
|
|
(2,806
|
)
|
|
1,237
|
|
|||
Cash and cash equivalents as of the beginning of the period
|
34
|
|
|
2,840
|
|
|
1,603
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
207
|
|
|
$
|
34
|
|
|
$
|
2,840
|
|
|
Units
|
|
Members’
Equity
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
|
|||||||
Balance as of January 1, 2014
|
42,656,281
|
|
|
$
|
341,045
|
|
|
$
|
8,941
|
|
|
$
|
349,986
|
|
Net income
|
—
|
|
|
61,427
|
|
|
—
|
|
|
61,427
|
|
|||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(14,716
|
)
|
|
(14,716
|
)
|
|||
Distributions to unitholders
|
—
|
|
|
(93,098
|
)
|
|
—
|
|
|
(93,098
|
)
|
|||
Unit-based compensation
|
256,996
|
|
|
7,251
|
|
|
—
|
|
|
7,251
|
|
|||
Other
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||
Balance as of December 31, 2014
|
42,913,277
|
|
|
316,611
|
|
|
(5,775
|
)
|
|
310,836
|
|
|||
Net income
|
—
|
|
|
72,208
|
|
|
—
|
|
|
72,208
|
|
|||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(2,889
|
)
|
|
(2,889
|
)
|
|||
Distributions to unitholders
|
—
|
|
|
(93,567
|
)
|
|
—
|
|
|
(93,567
|
)
|
|||
Unit-based compensation
|
17,272
|
|
|
468
|
|
|
—
|
|
|
468
|
|
|||
Other
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||
Balance as of December 31, 2015
|
42,930,549
|
|
|
295,734
|
|
|
(8,664
|
)
|
|
287,070
|
|
|||
Net income
|
—
|
|
|
55,068
|
|
|
—
|
|
|
55,068
|
|
|||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(5,210
|
)
|
|
(5,210
|
)
|
|||
Distributions to unitholders
|
—
|
|
|
(93,590
|
)
|
|
—
|
|
|
(93,590
|
)
|
|||
Unit-based compensation
|
21,200
|
|
|
450
|
|
|
—
|
|
|
450
|
|
|||
Balance as of December 31, 2016
|
42,951,749
|
|
|
$
|
257,662
|
|
|
$
|
(13,874
|
)
|
|
$
|
243,788
|
|
•
|
the general partner interest;
|
•
|
100%
of the incentive distribution rights issued by NuStar Energy, which entitle us to receive increasing percentages of the cash distributed by NuStar Energy, currently at the maximum percentage of
23%
; and
|
•
|
10,214,626
common units of NuStar Energy.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Balance Sheet Information:
|
|
|
|
||||
Current assets
|
$
|
377,183
|
|
|
$
|
333,851
|
|
Property, plant and equipment, net
|
3,722,283
|
|
|
3,683,571
|
|
||
Goodwill
|
696,637
|
|
|
696,637
|
|
||
Other non-current assets
|
234,442
|
|
|
411,466
|
|
||
Total assets
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
Current liabilities
|
$
|
289,396
|
|
|
$
|
332,213
|
|
Long-term debt
|
3,014,364
|
|
|
3,055,612
|
|
||
Other non-current liabilities
|
115,168
|
|
|
127,856
|
|
||
Total liabilities
|
3,418,928
|
|
|
3,515,681
|
|
||
NuStar Energy partners’ equity
|
1,611,617
|
|
|
1,609,844
|
|
||
Total liabilities and partners’ equity
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Statement of Income Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
Operating income
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
$
|
346,901
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
150,003
|
|
|
$
|
305,946
|
|
|
$
|
214,169
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
774
|
|
|
(3,791
|
)
|
|||
Net income
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,378
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars, Except Percentage Data)
|
||||||
NuStar Energy’s partners’ equity
|
$
|
1,611,617
|
|
|
$
|
1,609,844
|
|
Less NuStar Energy’s preferred limited partners’ equity
|
218,400
|
|
|
—
|
|
||
NuStar Energy’s partners’ equity, excluding preferred limited partners’ equity
|
1,393,217
|
|
|
1,609,844
|
|
||
NuStar GP Holdings’ ownership interest in NuStar Energy
|
14.7
|
%
|
|
14.9
|
%
|
||
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity
|
204,803
|
|
|
239,867
|
|
||
Step-up in basis related to NuStar Energy’s assets and liabilities,
including equity method goodwill, and other
|
63,939
|
|
|
66,827
|
|
||
Investment in NuStar Energy
|
$
|
268,742
|
|
|
$
|
306,694
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
|
|
|
|
|
|
||||||
General partner interest
|
$
|
2,091
|
|
|
$
|
5,270
|
|
|
$
|
3,352
|
|
General partner incentive distribution rights
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
General partner’s interest in earnings and
incentive distributions of NuStar Energy
|
45,498
|
|
|
48,490
|
|
|
46,572
|
|
|||
Common limited partner interest in earnings of NuStar Energy
|
13,482
|
|
|
34,067
|
|
|
21,692
|
|
|||
Amortization of step-up in basis related to
NuStar Energy’s assets and liabilities
|
(2,884
|
)
|
|
(2,884
|
)
|
|
(2,884
|
)
|
|||
Equity in earnings of NuStar Energy
|
$
|
56,096
|
|
|
$
|
79,673
|
|
|
$
|
65,380
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Expenses for payroll, employee benefit plans and unit-based compensation
|
$
|
32,053
|
|
|
$
|
201,852
|
|
|
$
|
197,745
|
|
Other expenses
|
$
|
121
|
|
|
$
|
484
|
|
|
$
|
482
|
|
Decrease in related party receivable:
|
|
||
Current
|
$
|
16,014
|
|
Long-term
|
32,656
|
|
|
Decrease in related party receivable
|
$
|
48,670
|
|
|
|
||
Decreases to our consolidated balance sheet:
|
|
||
Current and long-term assets
|
$
|
(506
|
)
|
Current liabilities
|
10,933
|
|
|
Other long-term liabilities
|
34,042
|
|
|
Accumulated other comprehensive loss
|
4,201
|
|
|
Decreases to our consolidated balance sheet
|
$
|
48,670
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
7,877
|
|
|
$
|
7,844
|
|
|
$
|
7,844
|
|
General partner incentive distribution rights
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Total general partner distribution
|
51,284
|
|
|
51,064
|
|
|
51,064
|
|
|||
Common limited partner distribution
|
44,699
|
|
|
45,073
|
|
|
44,974
|
|
|||
Total distributions to NuStar GP Holdings
|
95,983
|
|
|
96,137
|
|
|
96,038
|
|
|||
Public common limited partners’ distribution
|
297,899
|
|
|
296,067
|
|
|
296,166
|
|
|||
Total cash distributions
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
$
|
392,204
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
4.380
|
|
Quarter Ended
|
|
Cash Distributions Per Common Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2016 (a)
|
|
$
|
1.095
|
|
|
$
|
98,971
|
|
|
February 8, 2017
|
|
February 13, 2017
|
September 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,809
|
|
|
November 8, 2016
|
|
November 14, 2016
|
June 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
August 9, 2016
|
|
August 12, 2016
|
March 31, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
May 9, 2016
|
|
May 13, 2016
|
(a)
|
The distribution was announced on
January 27, 2017
.
|
|
December 31, 2015
|
||||||
|
Accrued Compensation Expense
|
|
Long-term Liabilities
|
||||
|
(Thousands of Dollars)
|
||||||
NuStar Energy restricted units and performance units
|
$
|
3,794
|
|
|
$
|
—
|
|
Pension liabilities (Note 14)
|
71
|
|
|
21,425
|
|
||
Other postretirement benefit plan liabilities (Note 14)
|
304
|
|
|
9,738
|
|
||
Other employee-related liabilities
|
4,821
|
|
|
1,696
|
|
||
Total
|
$
|
8,990
|
|
|
$
|
32,859
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Receivable from related party, net
|
$
|
(993
|
)
|
|
$
|
1,134
|
|
|
$
|
105
|
|
Income tax receivable
|
909
|
|
|
(1
|
)
|
|
(13
|
)
|
|||
Other receivables
|
(32
|
)
|
|
22
|
|
|
(14
|
)
|
|||
Other current assets
|
(117
|
)
|
|
(8
|
)
|
|
(407
|
)
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
(222
|
)
|
|
16
|
|
|
296
|
|
|||
Accrued compensation expense
|
(1,339
|
)
|
|
(954
|
)
|
|
(2,374
|
)
|
|||
Accrued liabilities
|
120
|
|
|
(97
|
)
|
|
(99
|
)
|
|||
Taxes other than income tax
|
(1,662
|
)
|
|
184
|
|
|
236
|
|
|||
Changes in current assets and current liabilities
|
$
|
(3,336
|
)
|
|
$
|
296
|
|
|
$
|
(2,270
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest
|
$
|
890
|
|
|
$
|
736
|
|
|
$
|
684
|
|
Cash refunded for income tax, net
|
$
|
(900
|
)
|
|
$
|
(50
|
)
|
|
$
|
(1,149
|
)
|
•
|
Adjustments to our investment in NuStar Energy and accumulated other comprehensive loss through recognition of our proportionate share of NuStar Energy’s accumulated other comprehensive loss; and
|
•
|
Prior to the Employee Transfer, pension funding adjustments recognized in accumulated other comprehensive loss.
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Basic units outstanding:
|
|
|
|
|
|
|||
Weighted-average number of basic units outstanding
|
42,932,320
|
|
|
42,914,297
|
|
|
42,719,217
|
|
Diluted units outstanding:
|
|
|
|
|
|
|||
Weighted-average number of basic units outstanding
|
42,932,320
|
|
|
42,914,297
|
|
|
42,719,217
|
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
22,985
|
|
Weighted-average number of diluted units outstanding
|
42,932,320
|
|
|
42,914,297
|
|
|
42,742,202
|
|
|
Share of
NuStar
Energy’s Other
Comprehensive
Loss
|
|
Pension and
Other
Postretirement
Benefit Plan
Adjustments
|
|
Total
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of January 1, 2014
|
$
|
(9,417
|
)
|
|
$
|
18,358
|
|
|
$
|
8,941
|
|
Other comprehensive loss before reclassification adjustments
|
(665
|
)
|
|
(11,136
|
)
|
|
(11,801
|
)
|
|||
Amounts reclassified to general and administrative expenses (a)
|
—
|
|
|
(2,915
|
)
|
|
(2,915
|
)
|
|||
Other comprehensive loss
|
(665
|
)
|
|
(14,051
|
)
|
|
(14,716
|
)
|
|||
Balance as of December 31, 2014
|
(10,082
|
)
|
|
4,307
|
|
|
(5,775
|
)
|
|||
Other comprehensive (loss) income before reclassification adjustments
|
(3,107
|
)
|
|
1,312
|
|
|
(1,795
|
)
|
|||
Amounts reclassified to general and administrative expenses (a)
|
—
|
|
|
(1,094
|
)
|
|
(1,094
|
)
|
|||
Other comprehensive (loss) income
|
(3,107
|
)
|
|
218
|
|
|
(2,889
|
)
|
|||
Balance as of December 31, 2015
|
(13,189
|
)
|
|
4,525
|
|
|
(8,664
|
)
|
|||
Other comprehensive loss before reclassification adjustments
|
(685
|
)
|
|
—
|
|
|
(685
|
)
|
|||
Amounts reclassified to general and administrative expenses (a)
|
—
|
|
|
(324
|
)
|
|
(324
|
)
|
|||
Employee Transfer (b)
|
—
|
|
|
(4,201
|
)
|
|
(4,201
|
)
|
|||
Other comprehensive loss
|
(685
|
)
|
|
(4,525
|
)
|
|
(5,210
|
)
|
|||
Balance as of December 31, 2016
|
$
|
(13,874
|
)
|
|
$
|
—
|
|
|
$
|
(13,874
|
)
|
(a)
|
These amounts are components of net periodic pension cost (income), and prior to the Employee Transfer on March 1, 2016, NuStar Energy reimbursed us for these employee costs.
|
(b)
|
Represents the balance of accumulated other comprehensive loss related to the unrecognized components of net periodic benefit cost (income), net of income taxes of $2.4 million, that was transferred to NuStar Services Co in connection with the Employee Transfer as described in Notes 5 and 14.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Cash distributions per unit
|
$
|
2.18
|
|
|
$
|
2.18
|
|
|
$
|
2.18
|
|
Total cash distributions
|
$
|
93,601
|
|
|
$
|
93,561
|
|
|
$
|
93,252
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2016 (a)
|
|
$
|
0.545
|
|
|
$
|
23,408
|
|
|
February 8, 2017
|
|
February 15, 2017
|
September 30, 2016
|
|
$
|
0.545
|
|
|
$
|
23,398
|
|
|
November 8, 2016
|
|
November 16, 2016
|
June 30, 2016
|
|
$
|
0.545
|
|
|
$
|
23,398
|
|
|
August 9, 2016
|
|
August 16, 2016
|
March 31, 2016
|
|
$
|
0.545
|
|
|
$
|
23,397
|
|
|
May 9, 2016
|
|
May 17, 2016
|
(a)
|
The distribution was announced on
January 27, 2017
.
|
|
Pension Plans
|
|
Other Postretirement Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation, January 1
|
$
|
106,848
|
|
|
$
|
10,484
|
|
Service cost
|
7,676
|
|
|
470
|
|
||
Interest cost
|
4,389
|
|
|
448
|
|
||
Benefits paid
|
(4,338
|
)
|
|
(507
|
)
|
||
Participant contributions
|
—
|
|
|
203
|
|
||
Actuarial gain
|
(5,373
|
)
|
|
(1,056
|
)
|
||
Benefit obligation, December 31
|
$
|
109,202
|
|
|
$
|
10,042
|
|
Change in plan assets:
|
|
|
|
||||
Plan assets at fair value, January 1
|
$
|
83,365
|
|
|
$
|
—
|
|
Actual return on plan assets
|
645
|
|
|
—
|
|
||
Company contributions
|
8,034
|
|
|
304
|
|
||
Benefits paid
|
(4,338
|
)
|
|
(507
|
)
|
||
Participant contributions
|
—
|
|
|
203
|
|
||
Plan assets at fair value, December 31
|
$
|
87,706
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
||||
Fair value of plan assets at December 31
|
$
|
87,706
|
|
|
$
|
—
|
|
Less: Benefit obligation at December 31
|
109,202
|
|
|
10,042
|
|
||
Funded status at December 31
|
$
|
(21,496
|
)
|
|
$
|
(10,042
|
)
|
Amounts recognized in the consolidated balance sheet: (a)
|
|
|
|
||||
Accrued compensation expense
|
$
|
(71
|
)
|
|
$
|
(304
|
)
|
Long-term liabilities
|
(21,425
|
)
|
|
(9,738
|
)
|
||
Net pension liability
|
$
|
(21,496
|
)
|
|
$
|
(10,042
|
)
|
(a)
|
For the Pension Plan, since assets exceeded the present value of expected benefit payments for the following 12 months, all of the liability was noncurrent. For the Excess Pension Plan and the other postretirement benefit plans, since there were no assets, the current liability was the present value of expected benefit payments for the following 12 months; the remainder was noncurrent.
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Service cost
|
$
|
7,676
|
|
|
$
|
8,049
|
|
|
$
|
470
|
|
|
$
|
374
|
|
Interest cost
|
4,389
|
|
|
4,225
|
|
|
448
|
|
|
373
|
|
||||
Expected return on plan assets
|
(5,018
|
)
|
|
(4,574
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||
Amortization of net actuarial loss
|
1,845
|
|
|
179
|
|
|
269
|
|
|
114
|
|
||||
Other
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost (income)
|
$
|
6,829
|
|
|
$
|
5,777
|
|
|
$
|
42
|
|
|
$
|
(284
|
)
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Net unrecognized gain (loss) arising during the year:
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain (loss)
|
$
|
1,000
|
|
|
$
|
(14,716
|
)
|
|
$
|
1,056
|
|
|
$
|
(2,718
|
)
|
Net (gain) loss reclassified into income:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||
Amortization of net actuarial loss
|
1,845
|
|
|
179
|
|
|
269
|
|
|
114
|
|
||||
Net (gain) loss reclassified into income
|
(218
|
)
|
|
(1,884
|
)
|
|
(876
|
)
|
|
(1,031
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax (expense) benefit
|
(362
|
)
|
|
5,314
|
|
|
(382
|
)
|
|
984
|
|
||||
Total changes in other comprehensive income (loss)
|
$
|
420
|
|
|
$
|
(11,286
|
)
|
|
$
|
(202
|
)
|
|
$
|
(2,765
|
)
|
|
December 31, 2015
|
||||||
|
Pension Plans
|
|
Other Postretirement Benefit plans
|
||||
|
(Thousands of Dollars)
|
||||||
Unrecognized actuarial loss (a)
|
$
|
(21,975
|
)
|
|
$
|
(3,568
|
)
|
Prior service credit (a)
|
20,727
|
|
|
11,754
|
|
||
Deferred tax asset (liability)
|
1,313
|
|
|
(3,726
|
)
|
||
Accumulated other comprehensive income, net of tax
|
$
|
65
|
|
|
$
|
4,460
|
|
(a)
|
Represents the balance of accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic benefit cost (income).
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
739
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
52,086
|
|
|
—
|
|
|
52,086
|
|
||||
International stock index fund (b)
|
8,522
|
|
|
—
|
|
|
—
|
|
|
8,522
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
26,359
|
|
|
—
|
|
|
—
|
|
|
26,359
|
|
||||
Total
|
$
|
35,620
|
|
|
$
|
52,086
|
|
|
$
|
—
|
|
|
$
|
87,706
|
|
(a)
|
This fund is a low-cost equity index fund not actively managed that tracks the S&P 500. Fair values were estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
|
(b)
|
This fund tracks the performance of the Total International Composite Index.
|
(c)
|
This fund tracks the performance of the Barclays Capital U.S. Aggregate Bond Index.
|
|
December 31, 2015
|
||||
|
Pension Plans
|
|
Other Postretirement Benefit Plans
|
||
Discount rate
|
4.61
|
%
|
|
4.75
|
%
|
Rate of compensation increase
|
3.51
|
%
|
|
n/a
|
|
|
Pension Plans
|
|
Other Postretirement Benefit Plans
|
||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Discount rate
|
4.22
|
%
|
|
5.04
|
%
|
|
4.34
|
%
|
|
5.28
|
%
|
Expected long-term rate of
return on plan assets
|
6.50
|
%
|
|
6.75
|
%
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
December 31, 2015
|
|
Health care cost trend rate assumed for 2016
|
6.81
|
%
|
Rate to which the cost trend rate was assumed to decrease to (the ultimate trend rate)
|
5.00
|
%
|
Year that the rate reached the ultimate trend rate
|
2026
|
|
|
Restricted
Unit Grants
to Employees
|
|
Restricted
Unit Grants
to Non-
Employee
Directors
|
|
Total
|
|
Weighted-
Average
Grant-Date
Fair Value
Per Unit
|
|||||
Balance as of January 1, 2014
|
39,204
|
|
|
21,194
|
|
|
60,398
|
|
|
$
|
28.83
|
|
Granted
|
16,895
|
|
|
8,911
|
|
|
25,806
|
|
|
$
|
34.22
|
|
Vested
|
(12,264
|
)
|
|
(9,680
|
)
|
|
(21,944
|
)
|
|
$
|
29.22
|
|
Forfeited
|
(4,745
|
)
|
|
—
|
|
|
(4,745
|
)
|
|
$
|
27.46
|
|
Balance as of December 31, 2014
|
39,090
|
|
|
20,425
|
|
|
59,515
|
|
|
$
|
31.13
|
|
Granted
|
26,240
|
|
|
12,814
|
|
|
39,054
|
|
|
$
|
23.80
|
|
Vested
|
(11,403
|
)
|
|
(10,086
|
)
|
|
(21,489
|
)
|
|
$
|
30.80
|
|
Balance as of December 31, 2015
|
53,927
|
|
|
23,153
|
|
|
77,080
|
|
|
$
|
27.51
|
|
Granted
|
32,456
|
|
|
12,126
|
|
|
44,582
|
|
|
$
|
25.42
|
|
Vested
|
(15,251
|
)
|
|
(11,637
|
)
|
|
(26,888
|
)
|
|
$
|
28.23
|
|
Balance as of December 31, 2016
|
71,132
|
|
|
23,642
|
|
|
94,774
|
|
|
$
|
26.32
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Unit Data)
|
||||||||||
DERs paid to restricted unitholders
|
$
|
(167
|
)
|
|
$
|
(129
|
)
|
|
$
|
(118
|
)
|
Fair value of restricted units that vested during the period
|
$
|
700
|
|
|
$
|
379
|
|
|
$
|
742
|
|
Units issued for settlement of awards vested, net of employee tax withholding requirements
|
21,200
|
|
|
17,272
|
|
|
256,996
|
|
|
|
|
|
Awards Granted
|
|||||||
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
Vesting
|
|
2016
|
|
2015
|
|
2014
|
|||
2000 LTIP:
|
|
|
|
|
|
|
|
|
|||
Performance units
|
|
(a)
|
|
47,646
|
|
|
29,633
|
|
|
28,841
|
|
Restricted units
|
|
1/5 per year
|
|
—
|
|
|
250,563
|
|
|
208,714
|
|
Restricted units (grants to non-employee directors of NuStar GP, LLC)
|
|
1/3 per year
|
|
—
|
|
|
7,553
|
|
|
7,009
|
|
(a)
|
Performance units vest 1/3 per year if certain performance measures are met, as defined in the award agreements.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Long-term incentive plan compensation expense charged to NuStar Energy
|
$
|
490
|
|
|
$
|
6,397
|
|
|
$
|
10,934
|
|
Expenses resulting from NuStar GP Holdings awards
|
$
|
661
|
|
|
$
|
239
|
|
|
$
|
129
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,123
|
|
U.S. state
|
(9
|
)
|
|
51
|
|
|
42
|
|
|||
Total current
|
(9
|
)
|
|
51
|
|
|
1,165
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
76
|
|
|
(940
|
)
|
|
415
|
|
|||
U.S. state
|
(1
|
)
|
|
(12
|
)
|
|
206
|
|
|||
Total deferred
|
75
|
|
|
(952
|
)
|
|
621
|
|
|||
Total income tax benefit (expense)
|
$
|
66
|
|
|
$
|
(901
|
)
|
|
$
|
1,786
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Unit-based compensation
|
$
|
—
|
|
|
$
|
2,115
|
|
Pension
|
—
|
|
|
7,561
|
|
||
Capital loss
|
1,344
|
|
|
1,290
|
|
||
Net operating loss
|
5,239
|
|
|
4,346
|
|
||
Foreign tax credits
|
74
|
|
|
69
|
|
||
Other
|
80
|
|
|
14
|
|
||
Total deferred income tax assets
|
6,737
|
|
|
15,395
|
|
||
Less: Valuation allowance
|
(1,418
|
)
|
|
(1,359
|
)
|
||
Net deferred income tax assets
|
5,319
|
|
|
14,036
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Investment in Riverwalk Logistics, L.P. and NuStar Energy
|
(233
|
)
|
|
(249
|
)
|
||
Other employee benefits
|
—
|
|
|
(11,189
|
)
|
||
Deferred income tax liabilities
|
(233
|
)
|
|
(11,438
|
)
|
||
|
|
|
|
||||
Total net deferred income tax assets
|
$
|
5,086
|
|
|
$
|
2,598
|
|
|
|
|
|
||||
Reported on the consolidated balance sheets as:
|
|
|
|
||||
Deferred income tax assets, net (long-term)
|
$
|
5,086
|
|
|
$
|
5,258
|
|
Deferred income tax liabilities, net (current)
|
—
|
|
|
(2,660
|
)
|
||
Total net deferred income tax assets
|
$
|
5,086
|
|
|
$
|
2,598
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2016:
|
|
||||||||||||||||||
Net income
|
$
|
16,676
|
|
|
$
|
15,073
|
|
|
$
|
17,320
|
|
|
$
|
5,999
|
|
|
$
|
55,068
|
|
Basic and diluted net income per unit
|
0.39
|
|
|
0.35
|
|
|
0.40
|
|
|
0.14
|
|
|
1.28
|
|
|||||
Cash distributions per unit
|
0.545
|
|
|
0.545
|
|
|
0.545
|
|
|
0.545
|
|
|
2.180
|
|
|||||
2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
26,805
|
|
|
$
|
15,527
|
|
|
$
|
16,917
|
|
|
$
|
12,959
|
|
|
$
|
72,208
|
|
Basic and diluted net income per unit
|
0.62
|
|
|
0.37
|
|
|
0.39
|
|
|
0.30
|
|
|
1.68
|
|
|||||
Cash distributions per unit
|
0.545
|
|
|
0.545
|
|
|
0.545
|
|
|
0.545
|
|
|
2.180
|
|
(a)
|
Management’s Report on Internal Control over Financial Reporting.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
(1
|
)
|
|
Financial Statements.
The following consolidated financial statements of NuStar GP Holdings, LLC and its subsidiaries are included in Part II, Item 8 of this Form 10-K:
|
|
|
|
NUSTAR GP HOLDINGS, LLC:
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
(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
|
|
|
Certificate of Formation of UDS Logistics, LLC, dated June 5, 2000
|
|
NuStar GP Holdings, LLC’s Amendment No. 2 to Registration Statement on Form S-1 filed June 15, 2006 (File No. 333-132917), Exhibit 3.01
|
|
|
|
|
|
|
3.02
|
|
|
Certificate of Amendment of Certificate of Formation of UDS Logistics, LLC, dated January 19, 2006
|
|
NuStar GP Holdings, LLC’s Amendment No. 2 to Registration Statement on Form S-1 filed June 15, 2006 (File No. 333-132917), Exhibit 3.03
|
|
|
|
|
|
|
3.03
|
|
|
Amendment to Certificate of Formation of Valero GP Holdings, LLC, dated March 21, 2007 and effective April 1, 2007
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed March 27, 2007 (File No. 001-32940), Exhibit 3.01
|
|
|
|
|
|
|
3.04
|
|
|
Second Amended and Restated Limited Liability Company Agreement of Valero GP Holdings, LLC
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed July 25, 2006 (File No. 001-32940), Exhibit 3.01
|
|
|
|
|
|
|
4.01
|
|
|
Amended and Restated Certificate of Limited Partnership of Shamrock Logistics, L.P., effective January 1, 2002
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.3
|
|
|
|
|
|
|
4.02
|
|
|
Amendment to Certificate of Limited Partnership of Valero L.P., dated March 21, 2007 and effective April 1, 2007
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 27, 2007 (File No. 001-16417), Exhibit 3.01
|
|
|
|
|
|
|
4.03
|
|
|
Fourth Amended and Restated Agreement of Limited Partnership of NuStar Energy L.P., dated as of November 25, 2016
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 25, 2016 (File No. 001-16417), Exhibit 3.1
|
|
|
|
|
|
|
4.04
|
|
|
Amended and Restated Certificate of Limited Partnership of Shamrock Logistics Operations, L.P., dated as of January 7, 2002 and effective January 8, 2002
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.8
|
|
|
|
|
|
|
4.05
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of Valero Logistics Operations, L.P., dated March 21, 2007 and effective April 1, 2007
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended March 31, 2007 (File No. 001-32940), Exhibit 3.04
|
|
|
|
|
|
4.06
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of NuStar Logistics, L.P., dated and effective as of March 18, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 3.09
|
|
|
|
|
|
|
4.07
|
|
|
Second Amended and Restated Agreement of Limited Partnership of Shamrock Logistics Operations, L.P., dated as of April 16, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.9
|
|
|
|
|
|
|
4.08
|
|
|
First Amendment to Second Amended and Restated Agreement of Limited Partnership of Shamrock Logistics Operations, L.P., effective as of April 16, 2001
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2001 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
4.09
|
|
|
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Shamrock Logistics Operations, L.P., dated as of January 7, 2002
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.10
|
|
|
|
|
|
|
4.10
|
|
|
Certificate of Limited Partnership of Riverwalk Logistics, L.P., dated as of June 5, 2000
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.7
|
|
|
|
|
|
|
4.11
|
|
|
First Amended and Restated Limited Partnership Agreement of Riverwalk Logistics, L.P., dated as of April 16, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.16
|
|
|
|
|
|
|
4.12
|
|
|
Certificate of Formation of Shamrock Logistics GP, LLC, dated as of December 7, 1999
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.9
|
|
|
|
|
|
|
4.13
|
|
|
Certificate of Amendment to Certificate of Formation of Shamrock Logistics GP, LLC, dated as of December 31, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.14
|
|
|
|
|
|
|
4.14
|
|
|
Certificate of Amendment to Certificate of Formation of Valero GP, LLC, dated March 21, 2007 and effective April 1, 2007
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended March 31, 2007 (File No. 001-32940), Exhibit 3.03
|
|
|
|
|
|
|
4.15
|
|
|
First Amended and Restated Limited Liability Company Agreement of Shamrock Logistics GP, LLC, dated as of June 5, 2000
|
|
NuStar Energy L.P.’s Amendment No. 5 to Registration Statement on Form S-1 filed March 29, 2001 (File No. 333-43668), Exhibit 3.10
|
|
|
|
|
|
|
4.16
|
|
|
First Amendment to First Amended and Restated Limited Liability Company Agreement of Shamrock Logistics GP, LLC, effective as of December 31, 2001
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.15
|
|
|
|
|
|
|
4.17
|
|
|
Second Amendment to First Amended and Restated Limited Liability Company Agreement of Valero GP, LLC, effective as of June 1, 2006
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 3.20
|
|
|
|
|
|
|
4.18
|
|
|
Third Amendment to First Amended and Restated Limited Liability Company Agreement of NuStar GP, LLC, dated as of July 29, 2016 and effective as of March 21, 2007
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 3.01
|
|
|
|
|
|
|
4.19
|
|
|
Form of certificate evidencing units representing interests in Valero GP Holdings, LLC
|
|
NuStar GP Holdings, LLC’s Amendment to the Registration Statement on Form 8-A/A filed September 6, 2006 (File No. 001-32940), Exhibit 4.01
|
|
|
|
|
|
|
10.01
|
|
|
364-Day Revolving Credit Agreement dated as of June 28, 2013, among NuStar GP Holdings, LLC, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and SunTrust Bank, as Syndication Agent
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed July 3, 2013 (File No. 001-32940), Exhibit 10.1
|
|
|
|
|
|
10.02
|
|
|
First Amendment to 364-Day Revolving Credit Agreement dated as of June 17, 2014, among NuStar GP Holdings, LLC, Riverwalk Holdings, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed June 23, 2014 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
10.03
|
|
|
Second Amendment to Revolving Credit Agreement, dated as of June 17, 2015, among NuStar GP Holdings, LLC, Riverwalk Holdings, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed June 19, 2015 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
10.04
|
|
|
Third Amendment to Revolving Credit Agreement, dated as of June 16, 2016, among NuStar GP Holdings, LLC, Riverwalk Holdings, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed June 16, 2016 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
10.05
|
|
|
Indenture, dated as of July 15, 2002, among Valero Logistics Operations, L.P., as Issuer, Valero L.P., as Guarantor, and The Bank of New York, as Trustee, relating to Senior Debt Securities
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 15, 2002 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
10.06
|
|
|
Third Supplemental Indenture, dated as of July 1, 2005, to Indenture dated as of July 15, 2002, as amended and supplemented, among Valero Logistics Operations, L.P., Valero L.P., Kaneb Pipe Line Operating Partnership, L.P., and The Bank of New York Trust Company , N.A.
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2005 (File No. 001-16417), Exhibit 4.02
|
|
|
|
|
|
|
10.07
|
|
|
Instrument of Resignation, Appointment and Acceptance, dated March 31, 2008, among NuStar Logistics, L.P., NuStar Energy L.P., Kaneb Pipeline Operating Partnership, L.P., The Bank of New York Trust Company N.A., and Wells Fargo Bank, National Association
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-32940), Exhibit 4.23
|
|
|
|
|
|
|
10.08
|
|
|
Fourth Supplemental Indenture, dated as of April 4, 2008, to Indenture dated as of July 15, 2002, among NuStar Logistics L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 4, 2008 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
10.09
|
|
|
Fifth Supplemental Indenture, dated as of August 12, 2010, to Indenture dated as of July 15, 2002, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 16, 2010 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
10.10
|
|
|
Sixth Supplemental Indenture, dated as of February 2, 2012, to Indenture dated as of July 15, 2002, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed February 7, 2012 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
10.11
|
|
|
Seventh Supplemental Indenture, dated as of August 19, 2013, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Successor Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 23, 2013 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
10.12
|
|
|
Indenture, dated as of January 22, 2013, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, relating to Subordinated Debt Securities
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
10.13
|
|
|
First Supplemental Indenture, dated as of January 22, 2013, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Parent Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Trustee
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
10.14
|
|
|
Amended and Restated 5-Year Revolving Credit Agreement, dated as of October 29, 2014, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank and Mizuho Bank, Ltd., as Co-Syndication Agents, Wells Fargo Bank, National Association and PNC Bank, National Association, as Co-Documentation Agents, and J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc., Mizuho Bank, Ltd., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Bookrunners and Joint Lead Arrangers
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed October 31, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
10.15
|
|
|
First Amendment to Amended and Restated 5-Year Revolving Credit Agreement, dated as of March 19, 2015, among NuStar Logistics, L.P., NuStar Energy L.P., JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.16
|
|
|
Lease Agreement Between Parish of St. James, State of Louisiana and NuStar Logistics, L.P. dated as of July 1, 2010
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 21, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.17
|
|
|
Letter of Credit Agreement dated June 5, 2012 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 12, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.18
|
|
|
First Amendment to Letter of Credit Agreement, dated as of June 29, 2012, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
10.19
|
|
|
Second Amendment to Letter of Credit Agreement, dated as of January 17, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.10
|
|
|
|
|
|
|
10.20
|
|
|
Third Amendment to Letter of Credit Agreement, dated as of March 8, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.11
|
|
|
|
|
|
10.21
|
|
|
Fourth Amendment to Letter of Credit Agreement, dated as of April 19, 2013, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Corporate Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.12
|
|
|
|
|
|
|
10.22
|
|
|
Fifth Amendment to Letter of Credit Agreement, dated as of April 23, 2014, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.13
|
|
|
|
|
|
|
10.23
|
|
|
Sixth Amendment to Letter of Credit Agreement, dated as of November 3, 2014, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
10.24
|
|
|
Seventh Amendment to Letter of Credit Agreement, dated as of April 30, 2015, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
10.25
|
|
|
Eighth Amendment to Letter of Credit Agreement, dated as of May 6, 2016, among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and Mizuho Bank, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.26
|
|
|
Lease Agreement between Parish of St. James, State of Louisiana and NuStar Logistics, L.P. dated as of December 1, 2010
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed December 30, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.27
|
|
|
Letter of Credit Agreement dated as of September 3, 2014 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 9, 2014 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.28
|
|
|
Amendment No. 1 to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of November 3, 2014 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
10.29
|
|
|
Maturity Extension Letter (Amendment No. 2) to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of August 19, 2015 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.30
|
|
|
Maturity Extension Letter (Amendment No. 3) to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of July 15, 2016 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
10.31
|
|
|
Lease Agreement between Parish of St. James, State of Louisiana and NuStar Logistics, L.P. dated as of August 1, 2011
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 10, 2011 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
10.32
|
|
|
Letter of Credit Agreement dated as of June 5, 2013 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Nova Scotia, as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 11, 2013 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.33
|
|
|
Amendment No. 1 to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of November 3, 2014 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Nova Scotia, as Issuing Bank and Administrative Agent
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
10.34
|
|
|
Purchase and Sale Agreement, dated as of June 15, 2015, among NuStar Energy Services, Inc., NuStar Logistics, L.P., NuStar Pipeline Operating Partnership L.P. and NuStar Supply & Trading LLC, as Originators, NuStar Energy L.P., as Servicer, and NuStar Finance LLC, as Buyer
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
10.35
|
|
|
Receivables Financing Agreement, dated as of June 15, 2015, by and among NuStar Finance LLC, as Borrower, the persons from time to time party thereto as Lenders and Group Agents, PNC Bank, National Association, as Administrative Agent, and NuStar Energy L.P., as initial Servicer
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
10.36
|
|
|
Omnibus Amendment, dated as of January 15, 2016, which is the First Amendment to the Purchase and Sale Agreement referenced above and the First Amendment to the Receivables Financing Agreement referenced above among the respective parties thereto
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.26
|
|
|
|
|
|
|
+10.37
|
|
|
NuStar GP Holdings, LLC Long-Term Incentive Plan, amended and restated as of April 1, 2007
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended June 30, 2007 (File No. 001-32940), Exhibit 10.04
|
|
|
|
|
|
|
+10.38
|
|
|
Form of Restricted Unit Award Agreement under the NuStar GP Holdings, LLC Amended and Restated Long-Term Incentive Plan (substantially the same for 2011 and 2012 awards)
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed January 5, 2011 (File No. 001-32940), Exhibit 10.03
|
|
|
|
|
|
|
+10.39
|
|
|
Form of 2013 Restricted Unit Award Agreement under the NuStar GP Holdings, LLC Amended and Restated Long-Term Incentive Plan
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-32940), Exhibit 10.30
|
|
|
|
|
|
|
+10.40
|
|
|
Form of Phantom Unit Award Agreement under the NuStar GP Holdings, LLC Amended and Restated Long-Term Incentive Plan
|
|
*
|
|
|
|
|
|
|
+10.41
|
|
|
Form of 2013 Non-employee Director Restricted Unit Agreement under the NuStar GP Holdings, LLC Amended and Restated Long-Term Incentive Plan
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-32940), Exhibit 10.27
|
|
|
|
|
|
|
+10.42
|
|
|
Form of Non-employee Director Phantom Unit Award Agreement under the NuStar GP Holdings, LLC Amended and Restated Long-Term Incentive Plan
|
|
*
|
|
|
|
|
|
|
+10.43
|
|
|
NuStar GP, LLC Amended and Restated 2003 Employee Unit Incentive Plan, amended and restated as of April 1, 2007
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended June 30, 2007 (File No. 001-32940), Exhibit 10.03
|
|
|
|
|
|
|
+10.44
|
|
|
NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of January 28, 2016
|
|
NuStar Energy L.P.’s Proxy Statement on Schedule 14A filed December 17, 2015 (File No. 001-16417), Appendix A
|
|
|
|
|
|
+10.45
|
|
|
Form of 2011 and 2012 Restricted Unit Award Agreement under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 31, 2012 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
+10.46
|
|
|
Form of 2013 Restricted Unit Award Agreement under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.15
|
|
|
|
|
|
|
+10.47
|
|
|
Form of Restricted Unit Award Agreement under the NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.28
|
|
|
|
|
|
|
+10.48
|
|
|
Form of Performance Unit Agreement under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan (substantially the same for 2012 and 2013 awards with appropriate adjustments based on award dates)
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2009 (File No. 001-32940), Exhibit 10.12
|
|
|
|
|
|
|
+10.49
|
|
|
Form of 2013 Non-employee Director Restricted Unit Agreement under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.21
|
|
|
|
|
|
|
+10.50
|
|
|
Form of Non-employee Director Restricted Unit Award Agreement under the NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.31
|
|
|
|
|
|
|
+10.51
|
|
|
NuStar Energy L.P. Annual Bonus Plan
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2006 (File No. 001-32940), Exhibit 10.57
|
|
|
|
|
|
|
+10.52
|
|
|
Form of NuStar Energy L.P. Amended and Restated Change of Control Severance Agreement
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 4, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
+10.53
|
|
|
NuStar Excess Pension Plan, amended and restated effective as of January 1, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.45
|
|
|
|
|
|
|
+10.54
|
|
|
NuStar Excess Thrift Plan, amended and restated effective as of January 1, 2008
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-32940), Exhibit 10.16
|
|
|
|
|
|
|
10.55
|
|
|
Amended and Restated Omnibus Agreement among Valero Energy Corporation, Valero GP, LLC, Riverwalk Logistics, L.P., Valero L.P. and Valero Logistics Operations, L.P., dated March 31, 2006
|
|
NuStar GP Holdings, LLC’s Registration Statement on Form S-1 filed March 31, 2006 (File No. 333-132917), Exhibit 10.14
|
|
|
|
|
|
|
10.56
|
|
|
Non-Compete Agreement, dated July 19, 2006, between Valero GP Holdings, LLC, Valero L.P., Riverwalk Logistics, L.P. and Valero GP, LLC
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed July 25, 2006 (File No. 001-32940), Exhibit 10.03
|
|
|
|
|
|
|
10.57
|
|
|
Services Agreement, effective as of January 1, 2008, between NuStar GP, LLC and NuStar Energy L.P.
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended March 31, 2008 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
10.58
|
|
|
Amended and Restated Services Agreement dated March 1, 2016 between NuStar Energy L.P., NuStar GP Holdings, LLC, NuStar GP, LLC and NuStar Services Company LLC
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
10.59
|
|
|
Assignment and Assumption Agreement dated March 1, 2016 between NuStar GP, LLC and NuStar Services Company LLC
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
10.60
|
|
|
Amended and Restated Aircraft Time Sharing Agreement, dated as of September 4, 2009, between NuStar Logistics, L.P. and William E. Greehey
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2009 (File No. 001-16417), Exhibit 10.24
|
|
|
|
|
|
|
10.61
|
|
|
Purchase and Sale Agreement by and among NuStar Energy L.P., NuStar Logistics, L.P., NuStar Asphalt Refining, LLC, NuStar Marketing LLC, NuStar GP, LLC, NuStar Asphalt LLC and Asphalt Acquisition LLC dated as of July 3, 2012
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
10.62
|
|
|
Letter Agreement by and among Asphalt Acquisition LLC, NuStar Energy L.P., NuStar Logistics, L.P., NuStar Asphalt Refining, LLC, NuStar Marketing LLC, NuStar GP, LLC and NuStar Asphalt LLC dated August 2, 2012
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2012 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
10.63
|
|
|
Amendment No. 1 to Purchase and Sale Agreement dated as of September 28, 2012 by and among NuStar Energy L.P., NuStar Logistics, L.P., NuStar Asphalt Refining, LLC, NuStar Marketing LLC, NuStar GP, LLC, NuStar Asphalt LLC and Asphalt Acquisition LLC
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2012 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
10.64
|
|
|
Amended and Restated Transaction Agreement by and between LG Asphalt L.P. and NuStar Logistics, L.P. dated as of December 20, 2013
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.47
|
|
|
|
|
|
|
10.65
|
|
|
Amendment No. 1 to Amended and Restated Transaction Agreement dated as of January 29, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.48
|
|
|
|
|
|
|
10.66
|
|
|
Amendment No. 2 to Amended and Restated Transaction Agreement dated as of February 26, 2014
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.49
|
|
|
|
|
|
|
21.01
|
|
|
List of subsidiaries of NuStar GP Holdings, LLC
|
|
*
|
|
|
|
|
|
|
23.01
|
|
|
Consent of KPMG LLP dated February 23, 2017 (NuStar GP Holdings, LLC)
|
|
*
|
23.02
|
|
|
Consent of KPMG LLP dated February 23, 2017 (NuStar Energy L.P.)
|
|
*
|
|
|
|
|
|
|
24.01
|
|
|
Powers of Attorney (included in signature page of this Form 10-K)
|
|
*
|
|
|
|
|
|
|
31.01
|
|
|
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer
|
|
*
|
|
|
|
|
|
|
31.02
|
|
|
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer
|
|
*
|
|
|
|
|
|
|
32.01
|
|
|
Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal executive officer
|
|
**
|
|
|
|
|
|
|
32.02
|
|
|
Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal financial officer
|
|
**
|
|
|
|
|
|
|
99.01
|
|
|
Consolidated Financial Statements of NuStar Energy L.P. for December 31, 2016 and 2015
|
|
*
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
*
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
*
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
*
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
*
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
*
|
Filed herewith.
|
|
|
**
|
Furnished herewith.
|
|
|
+
|
Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto.
|
NuStar GP Holdings, LLC
(Registrant)
|
|
|
|
By:
|
/s/ Bradley C. Barron
|
|
|
|
Bradley C. Barron
|
|
President and Chief Executive Officer
|
|
February 23, 2017
|
|
|
By:
|
/s/ Thomas R. Shoaf
|
|
|
|
Thomas R. Shoaf
|
|
Executive Vice President and Chief Financial Officer
|
|
February 23, 2017
|
|
|
By:
|
/s/ Jorge A. del Alamo
|
|
|
|
Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 23, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ William E. Greehey
|
|
Chairman of the Board
|
|
February 23, 2017
|
William E. Greehey
|
|
|
|
|
|
|
|
|
|
/s/ Bradley C. Barron
|
|
President, Chief Executive
|
|
February 23, 2017
|
Bradley C. Barron
|
|
Officer and Director
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Thomas R. Shoaf
|
|
Executive Vice President and
|
|
February 23, 2017
|
Thomas R. Shoaf
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 23, 2017
|
Jorge A. del Alamo
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ William B. Burnett
|
|
Director
|
|
February 23, 2017
|
William B. Burnett
|
|
|
|
|
|
|
|
|
|
/s/ James F. Clingman
|
|
Director
|
|
February 23, 2017
|
James F. Clingman
|
|
|
|
|
|
|
|
|
|
/s/ Jelynne LeBlanc-Burley
|
|
Director
|
|
February 23, 2017
|
Jelynne LeBlanc-Burley
|
|
|
|
|
1.
|
Grant of Phantom Units
. The Compensation Committee of the Board of Directors of the Company (the “
Committee
”) hereby grants to Participant the number of Phantom Units under the Plan communicated to the Participant by the Participant’s manager. A “
Phantom Unit
” is an unfunded, unsecured contractual right which, upon vesting, entitles Participant to receive a Unit of the Company.
|
2.
|
Vesting
.
The Phantom Units granted hereunder are subject to the following Restricted Periods and will vest in the following increments:
|
20% of the Award shall vest on the first anniversary of Grant Date;
|
20% of the Award shall vest on the second anniversary of Grant Date;
|
20% of the Award shall vest on the third anniversary of Grant Date;
|
20% of the Award shall vest on the fourth anniversary of Grant Date; and
|
20% of the Award shall vest on the fifth anniversary of Grant Date.
|
|
3.
|
Distribution Equivalent Rights
. Phantom Units are granted hereunder in tandem with an equal number of distribution equivalent rights (“
DERs
”). A DER is a right to receive an amount in cash from the Company or its designee equal to the distributions made by the Company with respect to a Unit during the period that begins on the Grant Date and ends upon vesting of the tandem Phantom Unit or its forfeiture pursuant to this Agreement or the Plan.
|
4.
|
Settlement
. The issuance of Units under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 60th day following the applicable date of vesting. Distributions with respect to DERs will be paid to Participant in cash as soon as reasonably practical following the date distributions are paid with respect to Units during the period such DERs are outstanding, but in all events no later than 60 days following the date related amounts
|
5.
|
Termination of Employment
.
Except as otherwise provided in Section 6 or in the Plan, in the event Participant’s employment with the Company or its Affiliates terminates prior to the vesting of all Phantom Units granted hereunder, all Phantom Units that are unvested (and all associated DERs) as of such date shall automatically and immediately be forfeited for no consideration, except that unpaid distributions with respect to DERs relating to distributions paid on Units prior to the date of such termination shall be paid no later than the 60th day following the date such pre-termination distributions are paid with respect to Units.
|
6.
|
Acceleration Events
.
|
a.
|
Notwithstanding the foregoing or anything in Section 6(e)(ix) of the Plan to the contrary, if Participant becomes Disabled (as defined below) while employed by the Company or its Affiliates or Participant’s employment is terminated because of Participant’s death (such Disability or death, an “
Acceleration Event
”), then:
|
b.
|
The Award shall vest in full upon a Change of Control in accordance with Section 6(e)(vii) of the Plan, provided that in any circumstance or transaction in which compensation payable pursuant to this Agreement would be subject to the income tax under Section 409A of the Code if the definition of “Change of Control” as set forth in the Plan were to apply, but would not be so subject if the term “Change of Control” were defined therein to mean a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), then “Change of Control” means, but only to the extent necessary to prevent such compensation from becoming subject to the income tax under Section 409A of the Code, a transaction or circumstance that satisfies the requirements of both (1) a Change of Control as defined in the Plan, and (2) a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5).
|
c.
|
With respect to Section 6(e)(ix) of the Plan, the vesting of Phantom Units shall accelerate only upon Participant’s death or Disability and only to the extent as determined in accordance with Section 6(a) of this Agreement.
|
7.
|
Withholding
. The Company or one of its Affiliates will withhold any taxes due from Participant’s grant as the Company or an applicable Affiliate determines is required by law, which, in the sole discretion of the Committee, may include withholding a number of Phantom Units or the Units issuable thereunder otherwise payable to Participant.
|
8.
|
Acceptance and Acknowledgement
. Participant hereby accepts and agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and any subsequent amendment or amendments thereto, as if it had been set forth verbatim in this Award. Participant shall be deemed to have timely accepted this Agreement and the terms hereof if Participant has not explicitly rejected this Agreement in writing to the Company within sixty (60) days after the Grant Date. Participant hereby acknowledges receipt of a copy of the Plan, this Agreement and Appendix A. Participant has read and understands the terms and provisions thereof, and accepts the Phantom Units and DERs subject to all of the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon payment of DERs and/or the vesting or settlement of the Phantom Units or disposition of the underlying Units and that Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.
|
9.
|
Plan and Appendix Incorporated by Reference
. The Plan and Appendix A are incorporated into this Agreement by this reference and are made a part hereof for all purposes.
|
10.
|
Restrictions
. This Agreement and Participant’s interest in the Phantom Units and the DERs granted by this Agreement are of a personal nature and, except as expressly provided in this Agreement or the Plan, Participant’s rights with respect thereto may not be sold, mortgaged, pledged, assigned, alienated, transferred, conveyed or otherwise disposed of or encumbered in any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, alienation, transfer, conveyance, disposition or encumbrance shall be void, and the Company and its Affiliates shall not be bound thereby.
|
1.
|
No Guarantee of Tax Consequences
. None of the Board, the Company or any Affiliate of any of the foregoing makes any commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Participant (or to any person claiming through or on behalf of Participant) or assumes any liability or responsibility with respect to taxes and penalties and interest thereon arising hereunder with respect to Participant (or to any person claiming through or on behalf of Participant).
|
2.
|
Section 409A of the Code
. This Agreement is intended to either comply with or be exempt from Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Participant’s entitlement to a series of payments under this Agreement shall be treated as an entitlement to a series of separate payments. Notwithstanding any other provision of the Plan or this Agreement to the contrary, if Participant is a “specified employee” under Section 409A of the Code, except to the extent permitted thereunder, no benefit or payment that is not otherwise exempt from Section 409A of the Code (after taking into account all applicable exceptions thereunder, including to the exceptions for short-term deferrals and for “separation pay only upon an involuntary separation from service”) shall be made to Participant under this Agreement on account of Participant’s “separation from service,” as defined in Section 409A of the Code, until the later of the date prescribed for payment in this Agreement and the first (1st) day of the seventh (7th) calendar month that begins after the date of Participant’s separation from service (or, if earlier, the date of death of Participant). Any amount that is otherwise payable within the delay period described in the immediately preceding sentence will be aggregated and paid in a lump sum without interest.
|
3.
|
Successors and Assigns
. The Company may assign any of its rights under this Agreement. This Agreement shall be binding and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Participant and Participant’s beneficiaries, executors, administrators and the person(s) to whom the Phantom Units and/or DERs may be transferred by will or the laws of descent or distribution.
|
4.
|
Governing Law
. The validity, construction and effect of this Agreement shall be determined by the laws of the State of Texas without regard to conflict of laws principles.
|
5.
|
No Rights as Unitholder
. Neither Participant nor any person claiming by, through or under Participant with respect to the Phantom Units or DERs shall have any rights
|
6.
|
Amendment
. The Committee has the right to amend, alter, suspend, discontinue or cancel this Agreement, the Phantom Units and/or DERs; provided, that no such amendment shall adversely affect Participant’s material rights under this Agreement without Participant’s consent.
|
7.
|
No Right to Continued Service
. Neither the Plan nor this Agreement shall confer upon Participant any right to be retained in any position, as an Employee or Director of the Company or any Affiliate thereof. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate thereof to terminate Participant’s service at any time, with or without Cause.
|
8.
|
Notices
. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant’s address as then shown in the records of the Company. Any party hereto may designate another address in writing (or by such other method approved by the Company) from time to time.
|
9.
|
Interpretation
. Any dispute regarding the interpretation of this Agreement shall be submitted by such party to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the parties hereto.
|
10.
|
Severability
. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
|
11.
|
Claw-back Policy
. This Award (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Units underlying the Award) shall be subject to the provisions of any claw-back policy implemented by, as applicable, the Company or any Affiliate thereof, including, without limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy.
|
1.
|
Grant of Phantom Units
. The Compensation Committee of the Board of Directors of the Company (the “
Committee
”) hereby grants to Participant [INSERT #] Phantom Units under the Plan. A “
Phantom Unit
” is an unfunded, unsecured contractual right which, upon vesting, entitles Participant to receive a Unit of the Company.
|
2.
|
Vesting
. The Phantom Units granted hereunder are subject to the following Restricted Periods and will vest in the following increments:
|
33-1/3% of the Award shall vest on the first anniversary of Grant Date;
|
33-1/3% of the Award shall vest on the second anniversary of Grant Date; and
|
33-1/3% of the Award shall vest on the third anniversary of Grant Date.
|
3.
|
Distribution Equivalent Rights
. Phantom Units are granted hereunder in tandem with an equal number of distribution equivalent rights (“
DERs
”). A DER is a right to receive an amount in cash from the Company or its designee equal to the distributions made by the Company with respect to a Unit during the period that begins on the Grant Date and ends upon vesting of the tandem Phantom Unit or its forfeiture pursuant to this Agreement or the Plan.
|
4.
|
Settlement
. The issuance of Units under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 60th day following the applicable date of vesting. Distributions with respect to DERs will be paid to Participant in cash as soon as reasonably practical following the date distributions are paid with respect to Units during the period such DERs are outstanding, but in all events no later than 60 days following the date related amounts are paid with respect to Units. Upon vesting or forfeiture of a Phantom Unit, the related DER shall automatically and immediately terminate for no consideration, except that unpaid distributions with respect to DERs relating to distributions paid on Units prior to the date of such settlement shall be paid no later than the 60th day following the date such pre-vesting/forfeiture distributions are paid with respect to Units. This Agreement and the Award evidenced hereby are intended to comply with or otherwise be exempt from, and
|
5.
|
Termination of Service
. Except as otherwise provided in Section 6 or in the Plan, in the event Participant’s service with the Company or its Affiliates terminates prior to the vesting of all Phantom Units granted hereunder, all Phantom Units that are unvested (and all associated DERs) as of such date shall automatically and immediately be forfeited for no consideration, except that unpaid distributions with respect to DERs relating to distributions paid on Units prior to the date of such termination shall be paid no later than the 60th day following the date such pre-termination distributions are paid with respect to Units.
|
6.
|
Acceleration Events
.
|
a.
|
Notwithstanding the foregoing or anything in Section 6(e)(ix) of the Plan to the contrary, if Participant becomes Disabled (as defined below) while providing services to the Company or its Affiliates or Participant’s service is terminated because of Participant’s death (such Disability or death, an “
Acceleration Event
”), then:
|
c.
|
With respect to Section 6(e)(ix) of the Plan, the vesting of Phantom Units shall accelerate only upon Participant’s death or Disability and only to the extent as determined in accordance with Section 6(a) of this Agreement.
|
7.
|
Withholding
. The Company or one of its Affiliates will withhold any taxes due from Participant’s grant as the Company or an applicable Affiliate determines is required by law, which, in the sole discretion of the Committee, may include withholding a number of Phantom Units or the Units issuable thereunder otherwise payable to Participant.
|
8.
|
Acceptance and Acknowledgement
. Participant hereby accepts and agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and any subsequent amendment or amendments thereto, as if it had been set forth verbatim in this Award. Participant shall be deemed to have timely accepted this Agreement and the terms hereof if Participant has not explicitly rejected this Agreement in writing to the Company within sixty (60) days after the Grant Date. Participant hereby acknowledges receipt of a copy of the Plan, this Agreement and Appendix A. Participant has read and understands the terms and provisions thereof, and accepts the Phantom Units and DERs subject to all of the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon payment of DERs and/or the vesting or settlement of the Phantom Units or disposition of the underlying Units and that Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.
|
9.
|
Plan and Appendix Incorporated by Reference
. The Plan and Appendix A are incorporated into this Agreement by this reference and are made a part hereof for all purposes.
|
10.
|
Restrictions
. This Agreement and Participant’s interest in the Phantom Units and the DERs granted by this Agreement are of a personal nature and, except as expressly provided in this Agreement or the Plan, Participant’s rights with respect thereto may not be sold, mortgaged, pledged, assigned, alienated, transferred, conveyed or otherwise disposed of or encumbered in any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, alienation, transfer, conveyance, disposition or encumbrance shall be void, and the Company and its Affiliates shall not be bound thereby.
|
1.
|
No Guarantee of Tax Consequences
. None of the Board, the Company or any Affiliate of any of the foregoing makes any commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Participant (or to any person claiming through or on behalf of Participant) or assumes any liability or responsibility with respect to taxes and penalties and interest thereon arising hereunder with respect to Participant (or to any person claiming through or on behalf of Participant).
|
2.
|
Section 409A of the Code
. This Agreement is intended to either comply with or be exempt from Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment, and Participant’s entitlement to a series of payments under this Agreement shall be treated as an entitlement to a series of separate payments. Notwithstanding any other provision of the Plan or this Agreement to the contrary, if Participant is a “specified employee” under Section 409A of the Code, except to the extent permitted thereunder, no benefit or payment that is not otherwise exempt from Section 409A of the Code (after taking into account all applicable exceptions thereunder, including to the exceptions for short-term deferrals and for “separation pay only upon an involuntary separation from service”) shall be made to Participant under this Agreement on account of Participant’s “separation from service,” as defined in Section 409A of the Code, until the later of the date prescribed for payment in this Agreement and the first (1st) day of the seventh (7th) calendar month that begins after the date of Participant’s separation from service (or, if earlier, the date of death of Participant). Any amount that is otherwise payable within the delay period described in the immediately preceding sentence will be aggregated and paid in a lump sum without interest.
|
3.
|
Successors and Assigns
. The Company may assign any of its rights under this Agreement. This Agreement shall be binding and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon Participant and Participant’s beneficiaries, executors, administrators and the person(s) to whom the Phantom Units and/or DERs may be transferred by will or the laws of descent or distribution.
|
4.
|
Governing Law
. The validity, construction and effect of this Agreement shall be determined by the laws of the State of Texas without regard to conflict of laws principles.
|
5.
|
No Rights as Unitholder
. Neither Participant nor any person claiming by, through or under Participant with respect to the Phantom Units or DERs shall have any rights as a unitholder of the Company (including, without limitation, voting rights) unless and until the Phantom Units vest and are settled by the issuance of Units.
|
6.
|
Amendment
. The Committee has the right to amend, alter, suspend, discontinue or cancel this Agreement, the Phantom Units and/or DERs; provided, that no such amendment shall adversely affect Participant’s material rights under this Agreement without Participant’s consent.
|
7.
|
No Right to Continued Service
. Neither the Plan nor this Agreement shall confer upon Participant any right to be retained in any position, as an Employee or Director of the Company or any Affiliate thereof. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate thereof to terminate Participant’s service at any time, with or without Cause.
|
8.
|
Notices
. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant’s address as then shown in the records of the Company. Any party hereto may designate another address in writing (or by such other method approved by the Company) from time to time.
|
9.
|
Interpretation
. Any dispute regarding the interpretation of this Agreement shall be submitted by such party to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the parties hereto.
|
10.
|
Severability
. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
|
11.
|
Claw-back Policy
. This Award (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Units underlying the Award) shall be subject to the provisions of any claw-back policy implemented by, as applicable, the Company or any Affiliate thereof, including, without limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy.
|
Name of Entity
|
Jurisdiction of Organization
|
NuStar GP, LLC
|
Delaware
|
Riverwalk Holdings, LLC
|
Delaware
|
Riverwalk Logistics, L.P.
|
Delaware
|
Name of Entity
|
Jurisdiction of Organization
|
Bicen Development Corporation N.V.
|
Netherlands
|
Cooperatie NuStar Holdings U.A.
|
Netherlands
|
LegacyStar Services, LLC
|
Delaware
|
NS Security Services, LLC
|
Delaware
|
NuStar Burgos, LLC
|
Delaware
|
NuStar Caribe Terminals, Inc.
|
Delaware
|
NuStar Eastham Limited
|
England
|
NuStar Energy Services, Inc.
|
Delaware
|
NuStar Finance LLC
|
Delaware
|
NuStar GP, Inc.
|
Delaware
|
NuStar Grangemouth Limited
|
England
|
NuStar Holdings B.V.
|
Netherlands
|
NuStar Internacional, S de R.L. de C.V.
|
Mexico
|
NuStar Logistics, L.P.
|
Delaware
|
NuStar Pipeline Company, LLC
|
Delaware
|
NuStar Pipeline Holding Company, LLC
|
Delaware
|
NuStar Pipeline Operating Partnership L.P.
|
Delaware
|
NuStar Pipeline Partners L.P.
|
Delaware
|
NuStar Refining, LLC
|
Delaware
|
NuStar Services Company LLC
|
Delaware
|
NuStar Supply & Trading LLC
|
Delaware
|
NuStar Terminals Antilles N.V.
|
Curacao
|
NuStar Terminals B.V.
|
Netherlands
|
NuStar Terminals Canada Co.
|
Canada
|
NuStar Terminals Canada Holdings Co.
|
Canada
|
NuStar Terminals Canada Partnership
|
Canada
|
|
|
|
|
|
|
Name of Entity
|
Jurisdiction of Organization
|
NuStar Terminals Corporation N.V.
|
Curacao
|
NuStar Terminals Delaware, Inc.
|
Delaware
|
NuStar Terminals International N.V.
|
Curacao
|
NuStar Terminals Limited
|
England
|
NuStar Terminals Marine Services N.V.
|
Netherlands
|
NuStar Terminals New Jersey, Inc.
|
Delaware
|
NuStar Terminals N.V.
|
Netherlands
|
NuStar Terminals Operations Partnership L.P.
|
Delaware
|
NuStar Terminals Partners TX L.P.
|
Delaware
|
NuStar Terminals Services, Inc.
|
Delaware
|
NuStar Terminals Texas, Inc.
|
Delaware
|
NuStar Texas Holdings, Inc.
|
Delaware
|
Petroburgos, S. de R.L. de C.V.
|
Mexico
|
Point Tupper Marine Services Co.
|
Canada
|
Saba Company N.V.
|
Netherlands
|
Seven Seas Steamship Company (Sint Eustatius) N.V.
|
Netherlands
|
Shore Terminals LLC
|
Delaware
|
ST Linden Terminal, LLC
|
Delaware
|
Star Creek Ranch, LLC
|
Delaware
|
|
/s/ Bradley C. Barron
|
|
Bradley C. Barron
|
|
President and Chief Executive Officer
|
|
/s/ Thomas R. Shoaf
|
|
Thomas R. Shoaf
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Bradley C. Barron
|
Bradley C. Barron
|
President and Chief Executive Officer
|
February 23, 2017
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas R. Shoaf
|
Thomas R. Shoaf
|
Executive Vice President and Chief Financial Officer
|
February 23, 2017
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,942
|
|
|
$
|
118,862
|
|
Accounts receivable, net of allowance for doubtful accounts of $7,756 and $8,473
as of December 31, 2016 and 2015, respectively
|
170,293
|
|
|
145,064
|
|
||
Receivable from related party
|
317
|
|
|
—
|
|
||
Inventories
|
37,945
|
|
|
38,749
|
|
||
Other current assets
|
132,686
|
|
|
31,176
|
|
||
Total current assets
|
377,183
|
|
|
333,851
|
|
||
Property, plant and equipment, at cost
|
5,435,278
|
|
|
5,209,160
|
|
||
Accumulated depreciation and amortization
|
(1,712,995
|
)
|
|
(1,525,589
|
)
|
||
Property, plant and equipment, net
|
3,722,283
|
|
|
3,683,571
|
|
||
Intangible assets, net
|
127,083
|
|
|
112,011
|
|
||
Goodwill
|
696,637
|
|
|
696,637
|
|
||
Deferred income tax asset
|
2,051
|
|
|
2,858
|
|
||
Other long-term assets, net
|
105,308
|
|
|
296,597
|
|
||
Total assets
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
Liabilities and Partners’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
118,686
|
|
|
$
|
125,147
|
|
Payable to related party
|
—
|
|
|
14,799
|
|
||
Short-term debt
|
54,000
|
|
|
84,000
|
|
||
Accrued interest payable
|
34,030
|
|
|
34,286
|
|
||
Accrued liabilities
|
60,485
|
|
|
55,194
|
|
||
Taxes other than income tax
|
15,685
|
|
|
12,810
|
|
||
Income tax payable
|
6,510
|
|
|
5,977
|
|
||
Total current liabilities
|
289,396
|
|
|
332,213
|
|
||
Long-term debt
|
3,014,364
|
|
|
3,055,612
|
|
||
Long-term payable to related party
|
—
|
|
|
32,080
|
|
||
Deferred income tax liability
|
22,204
|
|
|
24,810
|
|
||
Other long-term liabilities
|
92,964
|
|
|
70,966
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Partners’ equity:
|
|
|
|
||||
Series A preferred limited partners (9,060,000 preferred units outstanding
as of December 31, 2016)
|
218,400
|
|
|
—
|
|
||
Common limited partners (78,616,228 and 77,886,078 common units outstanding
as of December 31, 2016 and 2015, respectively)
|
1,455,642
|
|
|
1,661,900
|
|
||
General partner
|
31,752
|
|
|
36,738
|
|
||
Accumulated other comprehensive loss
|
(94,177
|
)
|
|
(88,794
|
)
|
||
Total partners’ equity
|
1,611,617
|
|
|
1,609,844
|
|
||
Total liabilities and partners’ equity
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,083,165
|
|
|
$
|
1,114,153
|
|
|
$
|
1,026,446
|
|
Product sales
|
673,517
|
|
|
969,887
|
|
|
2,048,672
|
|
|||
Total revenues
|
1,756,682
|
|
|
2,084,040
|
|
|
3,075,118
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
633,653
|
|
|
907,574
|
|
|
1,967,528
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Third parties
|
426,686
|
|
|
337,466
|
|
|
347,189
|
|
|||
Related party
|
21,681
|
|
|
135,565
|
|
|
125,736
|
|
|||
Total operating expenses
|
448,367
|
|
|
473,031
|
|
|
472,925
|
|
|||
General and administrative expenses:
|
|
|
|
|
|
||||||
Third parties
|
88,324
|
|
|
35,752
|
|
|
29,146
|
|
|||
Related party
|
10,493
|
|
|
66,769
|
|
|
66,910
|
|
|||
Total general and administrative expenses
|
98,817
|
|
|
102,521
|
|
|
96,056
|
|
|||
Depreciation and amortization expense
|
216,736
|
|
|
210,210
|
|
|
191,708
|
|
|||
Total costs and expenses
|
1,397,573
|
|
|
1,693,336
|
|
|
2,728,217
|
|
|||
Operating income
|
359,109
|
|
|
390,704
|
|
|
346,901
|
|
|||
Equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
4,796
|
|
|||
Interest expense, net
|
(138,350
|
)
|
|
(131,868
|
)
|
|
(132,281
|
)
|
|||
Interest income from related party
|
—
|
|
|
—
|
|
|
1,055
|
|
|||
Other (expense) income, net
|
(58,783
|
)
|
|
61,822
|
|
|
4,499
|
|
|||
Income from continuing operations before income tax expense
|
161,976
|
|
|
320,658
|
|
|
224,970
|
|
|||
Income tax expense
|
11,973
|
|
|
14,712
|
|
|
10,801
|
|
|||
Income from continuing operations
|
150,003
|
|
|
305,946
|
|
|
214,169
|
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
774
|
|
|
(3,791
|
)
|
|||
Net income
|
150,003
|
|
|
306,720
|
|
|
210,378
|
|
|||
Less loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(395
|
)
|
|||
Net income attributable to NuStar Energy L.P.
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,773
|
|
Basic and diluted net income (loss) per common unit:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.27
|
|
|
$
|
3.29
|
|
|
$
|
2.14
|
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
(0.04
|
)
|
|||
Total (Note 21)
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
$
|
2.10
|
|
Basic weighted-average common units outstanding
|
78,080,484
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted weighted-average common units outstanding
|
78,113,002
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,378
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(8,243
|
)
|
|
(31,987
|
)
|
|
(15,614
|
)
|
|||
Net loss on pension and other postretirement benefit adjustments, net of income tax benefit of $60
|
(2,850
|
)
|
|
—
|
|
|
—
|
|
|||
Net gain on cash flow hedges
|
5,710
|
|
|
11,105
|
|
|
10,663
|
|
|||
Total other comprehensive loss
|
(5,383
|
)
|
|
(20,882
|
)
|
|
(4,951
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
144,620
|
|
|
285,838
|
|
|
205,427
|
|
|||
Less comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(828
|
)
|
|||
Comprehensive income attributable to NuStar Energy L.P.
|
$
|
144,620
|
|
|
$
|
285,838
|
|
|
$
|
206,255
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,378
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
216,736
|
|
|
210,210
|
|
|
191,708
|
|
|||
Unit-based compensation expense
|
7,579
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt related items
|
7,477
|
|
|
8,840
|
|
|
8,969
|
|
|||
Loss (gain) on sale or disposition of assets
|
64
|
|
|
(1,617
|
)
|
|
(3,853
|
)
|
|||
Gain associated with the Linden Acquisition
|
—
|
|
|
(56,277
|
)
|
|
—
|
|
|||
Impairment loss
|
58,655
|
|
|
—
|
|
|
4,201
|
|
|||
Deferred income tax (benefit) expense
|
(469
|
)
|
|
2,058
|
|
|
3,467
|
|
|||
Equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
(4,796
|
)
|
|||
Distributions of equity in earnings of joint ventures
|
—
|
|
|
2,500
|
|
|
7,587
|
|
|||
Changes in current assets and current liabilities (Note 22)
|
3,716
|
|
|
50,559
|
|
|
82,418
|
|
|||
Other, net
|
(7,000
|
)
|
|
1,944
|
|
|
18,444
|
|
|||
Net cash provided by operating activities
|
436,761
|
|
|
524,937
|
|
|
518,523
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(204,358
|
)
|
|
(324,808
|
)
|
|
(356,965
|
)
|
|||
Change in accounts payable related to capital expenditures
|
(11,063
|
)
|
|
(3,156
|
)
|
|
4,903
|
|
|||
Acquisitions
|
(95,657
|
)
|
|
(142,500
|
)
|
|
—
|
|
|||
Investment in other long-term assets
|
—
|
|
|
(3,564
|
)
|
|
—
|
|
|||
Proceeds from sale or disposition of assets
|
—
|
|
|
17,132
|
|
|
26,012
|
|
|||
Proceeds from insurance recoveries
|
—
|
|
|
4,867
|
|
|
—
|
|
|||
Increase in note receivable from Axeon
|
—
|
|
|
—
|
|
|
(13,328
|
)
|
|||
Other, net
|
—
|
|
|
—
|
|
|
(853
|
)
|
|||
Net cash used in investing activities
|
(311,078
|
)
|
|
(452,029
|
)
|
|
(340,231
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt borrowings
|
752,729
|
|
|
860,131
|
|
|
743,719
|
|
|||
Proceeds from short-term debt borrowings
|
654,000
|
|
|
823,500
|
|
|
574,900
|
|
|||
Long-term debt repayments
|
(772,152
|
)
|
|
(500,410
|
)
|
|
(623,770
|
)
|
|||
Short-term debt repayments
|
(684,000
|
)
|
|
(816,500
|
)
|
|
(497,900
|
)
|
|||
Proceeds from issuance of preferred units, net of issuance costs
|
218,400
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common units, net of issuance costs
|
27,710
|
|
|
—
|
|
|
—
|
|
|||
Contributions from general partner
|
680
|
|
|
—
|
|
|
—
|
|
|||
Distributions to common unitholders and general partner
|
(392,962
|
)
|
|
(392,204
|
)
|
|
(392,204
|
)
|
|||
(Decrease) increase in cash book overdrafts
|
(11,237
|
)
|
|
(2,954
|
)
|
|
12,851
|
|
|||
Other, net
|
(4,492
|
)
|
|
(792
|
)
|
|
(5,781
|
)
|
|||
Net cash used in financing activities
|
(211,324
|
)
|
|
(29,229
|
)
|
|
(188,185
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
2,721
|
|
|
(12,729
|
)
|
|
(2,938
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(82,920
|
)
|
|
30,950
|
|
|
(12,831
|
)
|
|||
Cash and cash equivalents as of the beginning of the period
|
118,862
|
|
|
87,912
|
|
|
100,743
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
35,942
|
|
|
$
|
118,862
|
|
|
$
|
87,912
|
|
|
Limited Partners
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Series A Preferred
|
|
Common
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total NuStar Energy L.P. Partners’ Equity
|
|
Noncontrolling Interest
|
|
Total
Partners’
Equity
|
||||||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance as of
January 1, 2014
|
—
|
|
|
$
|
—
|
|
|
77,886,078
|
|
|
$
|
1,921,726
|
|
|
$
|
43,804
|
|
|
$
|
(63,394
|
)
|
|
$
|
1,902,136
|
|
|
$
|
1,658
|
|
|
$
|
1,903,794
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
164,201
|
|
|
46,572
|
|
|
—
|
|
|
210,773
|
|
|
(395
|
)
|
|
210,378
|
|
|||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,518
|
)
|
|
(4,518
|
)
|
|
(433
|
)
|
|
(4,951
|
)
|
|||||||
Distributions
to partners
|
—
|
|
|
—
|
|
|
—
|
|
|
(341,140
|
)
|
|
(51,064
|
)
|
|
—
|
|
|
(392,204
|
)
|
|
—
|
|
|
(392,204
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(830
|
)
|
|
(807
|
)
|
|||||||
Balance as of
December 31, 2014
|
—
|
|
|
—
|
|
|
77,886,078
|
|
|
1,744,810
|
|
|
39,312
|
|
|
(67,912
|
)
|
|
1,716,210
|
|
|
—
|
|
|
1,716,210
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
258,230
|
|
|
48,490
|
|
|
—
|
|
|
306,720
|
|
|
—
|
|
|
306,720
|
|
|||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,882
|
)
|
|
(20,882
|
)
|
|
—
|
|
|
(20,882
|
)
|
|||||||
Distributions
to partners
|
—
|
|
|
—
|
|
|
—
|
|
|
(341,140
|
)
|
|
(51,064
|
)
|
|
—
|
|
|
(392,204
|
)
|
|
—
|
|
|
(392,204
|
)
|
|||||||
Balance as of
December 31, 2015
|
—
|
|
|
—
|
|
|
77,886,078
|
|
|
1,661,900
|
|
|
36,738
|
|
|
(88,794
|
)
|
|
1,609,844
|
|
|
—
|
|
|
1,609,844
|
|
|||||||
Net income
|
—
|
|
|
1,925
|
|
|
—
|
|
|
102,580
|
|
|
45,498
|
|
|
—
|
|
|
150,003
|
|
|
—
|
|
|
150,003
|
|
|||||||
Other comprehensive
loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,383
|
)
|
|
(5,383
|
)
|
|
—
|
|
|
(5,383
|
)
|
|||||||
Distributions
to partners
|
—
|
|
|
(1,925
|
)
|
|
—
|
|
|
(341,798
|
)
|
|
(51,164
|
)
|
|
—
|
|
|
(394,887
|
)
|
|
—
|
|
|
(394,887
|
)
|
|||||||
Issuance of units, including contribution from
general partner
|
9,060,000
|
|
|
218,400
|
|
|
595,050
|
|
|
27,710
|
|
|
575
|
|
|
—
|
|
|
246,685
|
|
|
—
|
|
|
246,685
|
|
|||||||
Unit-based
compensation
|
—
|
|
|
—
|
|
|
135,100
|
|
|
5,250
|
|
|
105
|
|
|
—
|
|
|
5,355
|
|
|
—
|
|
|
5,355
|
|
|||||||
Balance as of
December 31, 2016
|
9,060,000
|
|
|
$
|
218,400
|
|
|
78,616,228
|
|
|
$
|
1,455,642
|
|
|
$
|
31,752
|
|
|
$
|
(94,177
|
)
|
|
$
|
1,611,617
|
|
|
$
|
—
|
|
|
$
|
1,611,617
|
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines;
|
•
|
terminals, excluding our St. Eustatius and Point Tupper facilities; and
|
•
|
bunkering activity at our St. Eustatius and Point Tupper facilities.
|
Cash paid for the Linden Acquisition
|
$
|
142,500
|
|
Fair value of liabilities assumed
|
22,865
|
|
|
Consideration
|
165,365
|
|
|
Acquisition date fair value of previously held equity interest
|
128,000
|
|
|
Total
|
$
|
293,365
|
|
|
|
||
Current assets (a)
|
$
|
9,513
|
|
Property, plant and equipment
|
134,484
|
|
|
Goodwill
|
79,208
|
|
|
Intangible assets (b)
|
70,050
|
|
|
Other long-term assets
|
110
|
|
|
Purchase price allocation
|
$
|
293,365
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of beginning of year
|
$
|
8,473
|
|
|
$
|
7,808
|
|
|
$
|
1,224
|
|
Increase in allowance, net
|
24
|
|
|
965
|
|
|
7,649
|
|
|||
Accounts charged against the allowance
|
(741
|
)
|
|
(300
|
)
|
|
(1,065
|
)
|
|||
Balance as of end of year
|
$
|
7,756
|
|
|
$
|
8,473
|
|
|
$
|
7,808
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Crude oil and refined petroleum products
|
$
|
28,044
|
|
|
$
|
30,154
|
|
Materials and supplies
|
9,901
|
|
|
8,595
|
|
||
Total
|
$
|
37,945
|
|
|
$
|
38,749
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Axeon Term Loan
|
$
|
110,000
|
|
|
$
|
—
|
|
Prepaid expenses
|
14,894
|
|
|
16,331
|
|
||
Derivative assets
|
155
|
|
|
11,402
|
|
||
Other
|
7,637
|
|
|
3,443
|
|
||
Other current assets
|
$
|
132,686
|
|
|
$
|
31,176
|
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||||
|
|
2016
|
|
2015
|
|||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||
Land
|
|
-
|
|
|
$
|
138,224
|
|
|
$
|
140,292
|
|
Land and leasehold improvements
|
5
|
-
|
40
|
|
187,930
|
|
|
186,848
|
|
||
Buildings
|
15
|
-
|
40
|
|
144,773
|
|
|
137,269
|
|
||
Pipelines, storage and terminals
|
20
|
-
|
40
|
|
4,647,718
|
|
|
4,399,378
|
|
||
Rights-of-way
|
20
|
-
|
40
|
|
202,311
|
|
|
194,055
|
|
||
Construction in progress
|
|
-
|
|
|
114,322
|
|
|
151,318
|
|
||
Total
|
|
|
|
|
5,435,278
|
|
|
5,209,160
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
|
(1,712,995
|
)
|
|
(1,525,589
|
)
|
||
Property, plant and equipment, net
|
|
|
|
|
$
|
3,722,283
|
|
|
$
|
3,683,571
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Customer relationships
|
$
|
166,950
|
|
|
$
|
(41,582
|
)
|
|
$
|
196,616
|
|
|
$
|
(86,370
|
)
|
Other
|
2,359
|
|
|
(644
|
)
|
|
2,359
|
|
|
(594
|
)
|
||||
Total
|
$
|
169,309
|
|
|
$
|
(42,226
|
)
|
|
$
|
198,975
|
|
|
$
|
(86,964
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Axeon Term Loan (a)
|
$
|
—
|
|
|
$
|
170,352
|
|
Amount remaining in trust for the GoZone Bonds (a)
|
42,359
|
|
|
54,822
|
|
||
Ammonia pipeline linefill and tank heel inventory
|
34,377
|
|
|
35,178
|
|
||
Other
|
28,572
|
|
|
36,245
|
|
||
Other long-term assets, net
|
$
|
105,308
|
|
|
$
|
296,597
|
|
(a)
|
See Note 8 for discussion on the Axeon Term Loan and Note 13 for discussion of the GoZone Bonds.
|
|
Pipeline
|
|
Storage
|
|
Fuels
Marketing
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balances as of January 1, 2015:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
306,207
|
|
|
$
|
612,012
|
|
|
$
|
53,255
|
|
|
$
|
971,474
|
|
Accumulated impairment losses
|
—
|
|
|
(331,913
|
)
|
|
(22,132
|
)
|
|
(354,045
|
)
|
||||
Net goodwill
|
306,207
|
|
|
280,099
|
|
|
31,123
|
|
|
617,429
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Activity for the year ended December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Linden Acquisition final purchase price allocation
|
—
|
|
|
79,208
|
|
|
—
|
|
|
79,208
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of December 31, 2015 and 2016:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
306,207
|
|
|
691,220
|
|
|
53,255
|
|
|
1,050,682
|
|
||||
Accumulated impairment losses
|
—
|
|
|
(331,913
|
)
|
|
(22,132
|
)
|
|
(354,045
|
)
|
||||
Net goodwill
|
$
|
306,207
|
|
|
$
|
359,307
|
|
|
$
|
31,123
|
|
|
$
|
696,637
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Derivative liabilities
|
$
|
5,052
|
|
|
$
|
121
|
|
Employee wages and benefit costs
|
30,807
|
|
|
31,143
|
|
||
Unearned income
|
14,355
|
|
|
14,290
|
|
||
Other
|
10,271
|
|
|
9,640
|
|
||
Accrued liabilities
|
$
|
60,485
|
|
|
$
|
55,194
|
|
|
|
|
|
|
December 31,
|
||||||
|
Maturity
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
(Thousands of Dollars)
|
||||||
Revolving Credit Agreement
|
|
2019
|
|
|
$
|
838,992
|
|
|
$
|
882,664
|
|
4.75% senior notes
|
|
2022
|
|
|
250,000
|
|
|
250,000
|
|
||
6.75% senior notes
|
|
2021
|
|
|
300,000
|
|
|
300,000
|
|
||
4.80% senior notes
|
|
2020
|
|
|
450,000
|
|
|
450,000
|
|
||
7.65% senior notes
|
|
2018
|
|
|
350,000
|
|
|
350,000
|
|
||
7.625% subordinated notes
|
|
2043
|
|
|
402,500
|
|
|
402,500
|
|
||
GoZone Bonds
|
2038
|
thru
|
2041
|
|
365,440
|
|
|
365,440
|
|
||
Receivables Financing Agreement
|
|
2018
|
|
|
58,400
|
|
|
53,500
|
|
||
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
|
N/A
|
|
|
(968
|
)
|
|
1,508
|
|
||
Total long-term debt
|
|
|
|
|
$
|
3,014,364
|
|
|
$
|
3,055,612
|
|
2017
|
$
|
—
|
|
2018
|
408,400
|
|
|
2019
|
838,992
|
|
|
2020
|
450,000
|
|
|
2021
|
300,000
|
|
|
Thereafter
|
1,017,940
|
|
|
Total repayments
|
3,015,332
|
|
|
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
(968
|
)
|
|
Total long-term debt
|
$
|
3,014,364
|
|
Date Issued
|
|
Maturity Date
|
|
Amount
Outstanding
|
|
Amount of
Letter of
Credit
|
|
Amount Received from
Trustee
|
|
Amount Remaining in
Trust (a)
|
|
Weighted-Average
Interest Rate (b)
|
|||||||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|||||||||||||||
June 26, 2008
|
|
June 1, 2038
|
|
$
|
55,440
|
|
|
$
|
56,169
|
|
|
$
|
55,440
|
|
|
$
|
—
|
|
|
0.7
|
%
|
July 15, 2010
|
|
July 1, 2040
|
|
100,000
|
|
|
101,315
|
|
|
100,000
|
|
|
—
|
|
|
0.7
|
%
|
||||
October 7, 2010
|
|
October 1, 2040
|
|
50,000
|
|
|
50,658
|
|
|
43,741
|
|
|
6,518
|
|
|
0.7
|
%
|
||||
December 29, 2010
|
|
December 1, 2040
|
|
85,000
|
|
|
86,118
|
|
|
49,782
|
|
|
35,841
|
|
|
0.7
|
%
|
||||
August 29, 2011
|
|
August 1, 2041
|
|
75,000
|
|
|
75,986
|
|
|
75,000
|
|
|
—
|
|
|
0.7
|
%
|
||||
|
|
Total
|
|
$
|
365,440
|
|
|
$
|
370,246
|
|
|
$
|
323,963
|
|
|
$
|
42,359
|
|
|
|
(a)
|
Amount remaining in trust includes accrued interest.
|
(b)
|
For the year ended December 31, 2016, our weighted-average interest rate on borrowings was
0.4%
.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Balance as of the beginning of year
|
$
|
7,667
|
|
|
$
|
6,598
|
|
Additions to accrual
|
870
|
|
|
3,685
|
|
||
Payments
|
(3,302
|
)
|
|
(2,574
|
)
|
||
Foreign currency translation
|
(115
|
)
|
|
(42
|
)
|
||
Balance as of the end of year
|
$
|
5,120
|
|
|
$
|
7,667
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Accrued liabilities
|
$
|
3,281
|
|
|
$
|
4,350
|
|
Other long-term liabilities
|
1,839
|
|
|
3,317
|
|
||
Accruals for environmental matters
|
$
|
5,120
|
|
|
$
|
7,667
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
There-
after
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Operating leases
|
$
|
31,041
|
|
|
$
|
29,316
|
|
|
$
|
22,718
|
|
|
$
|
10,861
|
|
|
$
|
5,314
|
|
|
$
|
56,461
|
|
|
$
|
155,711
|
|
Purchase obligations
|
4,088
|
|
|
2,630
|
|
|
1,449
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
8,209
|
|
•
|
a ten-year lease for tugs and barges utilized at our St. Eustatius facility for bunker fuel sales, with two five-year renewal options
; and
|
•
|
land leases at various terminal facilities, with original terms ranging from 10 to 100 years.
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
1,551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,551
|
|
Commodity derivatives
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||
Other long-term assets, net:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,314
|
|
||||
Total
|
$
|
1,551
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
3,020
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(1,577
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,577
|
)
|
Commodity derivatives
|
(4,887
|
)
|
|
(165
|
)
|
|
—
|
|
|
(5,052
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Guarantee liability
|
—
|
|
|
—
|
|
|
(1,230
|
)
|
|
(1,230
|
)
|
||||
Interest rate swaps
|
—
|
|
|
(2,632
|
)
|
|
—
|
|
|
(2,632
|
)
|
||||
Total
|
$
|
(6,464
|
)
|
|
$
|
(2,797
|
)
|
|
$
|
(1,230
|
)
|
|
$
|
(10,491
|
)
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179
|
|
Commodity derivatives
|
11,325
|
|
|
77
|
|
|
—
|
|
|
11,402
|
|
||||
Other long-term assets, net:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
2,755
|
|
|
—
|
|
|
2,755
|
|
||||
Total
|
$
|
11,504
|
|
|
$
|
2,832
|
|
|
$
|
—
|
|
|
$
|
14,336
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(419
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(419
|
)
|
Commodity derivatives
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
(120
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Guarantee liability
|
—
|
|
|
—
|
|
|
(1,697
|
)
|
|
(1,697
|
)
|
||||
Interest rate swaps
|
—
|
|
|
(1,452
|
)
|
|
—
|
|
|
(1,452
|
)
|
||||
Total
|
$
|
(419
|
)
|
|
$
|
(1,572
|
)
|
|
$
|
(1,697
|
)
|
|
$
|
(3,688
|
)
|
|
Year Ended
December 31, 2016
|
||
|
(Thousands of Dollars)
|
||
Beginning balance
|
$
|
1,697
|
|
Adjustment to guarantee liability
|
(467
|
)
|
|
Ending balance
|
$
|
1,230
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Long-term debt
|
$
|
3,084,762
|
|
|
$
|
3,014,364
|
|
|
$
|
2,929,438
|
|
|
$
|
3,055,612
|
|
Axeon Term Loan
|
$
|
110,000
|
|
|
$
|
110,000
|
|
|
$
|
172,123
|
|
|
$
|
170,352
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
Balance Sheet Location
|
|
December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
|
|
(Thousands of Dollars)
|
||||||||||||||
Derivatives Designated as
Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1,937
|
|
|
$
|
—
|
|
|
$
|
(23
|
)
|
Interest rate swaps
|
Other long-term assets, net
|
|
1,314
|
|
|
2,755
|
|
|
—
|
|
|
—
|
|
||||
Commodity contracts
|
Accrued liabilities
|
|
144
|
|
|
—
|
|
|
(3,566
|
)
|
|
—
|
|
||||
Interest rate swaps
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
(2,632
|
)
|
|
(1,452
|
)
|
||||
Total
|
|
|
1,458
|
|
|
4,692
|
|
|
(6,198
|
)
|
|
(1,475
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Designated
as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
265
|
|
|
34,016
|
|
|
(110
|
)
|
|
(24,528
|
)
|
||||
Commodity contracts
|
Accrued liabilities
|
|
9,128
|
|
|
117
|
|
|
(10,758
|
)
|
|
(237
|
)
|
||||
Total
|
|
|
9,393
|
|
|
34,133
|
|
|
(10,868
|
)
|
|
(24,765
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Derivatives
|
|
|
$
|
10,851
|
|
|
$
|
38,825
|
|
|
$
|
(17,066
|
)
|
|
$
|
(26,240
|
)
|
|
|
December 31,
|
||||||
Commodity Contracts
|
|
2016
|
|
2015
|
||||
|
|
(Thousands of Dollars)
|
||||||
Net amounts of assets presented in the consolidated balance sheets
|
|
$
|
155
|
|
|
$
|
11,402
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
|
$
|
(5,052
|
)
|
|
$
|
(120
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Fair Value Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in income on derivative
|
|
$
|
(11,254
|
)
|
|
$
|
21,589
|
|
|
$
|
21,951
|
|
Gain (loss) recognized in income on hedged item
|
|
15,295
|
|
|
(18,047
|
)
|
|
(21,587
|
)
|
|||
Gain recognized in income for ineffective portion
|
|
4,041
|
|
|
3,542
|
|
|
364
|
|
|||
|
|
|
|
|
|
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
||||||
Gain recognized in income on derivative
|
|
$
|
225
|
|
|
$
|
2,208
|
|
|
$
|
18,407
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in other comprehensive (loss) income on
derivative (effective portion)
|
|
$
|
(2,621
|
)
|
|
$
|
1,303
|
|
|
$
|
—
|
|
Loss reclassified from AOCI into interest expense, net
(effective portion)
|
|
(8,331
|
)
|
|
(9,802
|
)
|
|
(10,663
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
929
|
|
Operating expenses
|
$
|
21,681
|
|
|
$
|
135,565
|
|
|
$
|
125,736
|
|
General and administrative expenses
|
$
|
10,493
|
|
|
$
|
66,769
|
|
|
$
|
66,910
|
|
Interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,055
|
|
Revenues included in discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Expenses included in discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1,680
|
|
Decrease in related party payable:
|
|
||
Current
|
$
|
16,014
|
|
Long-term
|
32,656
|
|
|
Decrease in related party payable
|
$
|
48,670
|
|
|
|
||
Changes to our consolidated balance sheet:
|
|
||
Current and long-term assets
|
$
|
2,154
|
|
Current liabilities
|
5,609
|
|
|
Other long-term liabilities
|
34,042
|
|
|
Limited partner’s equity
|
2,664
|
|
|
Accumulated other comprehensive loss
|
4,201
|
|
|
Changes to our consolidated balance sheet
|
$
|
48,670
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
|
|
|
|
|
|
||||||
Impairment loss on Axeon Term Loan
|
$
|
(58,655
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain associated with Linden Acquisition
|
—
|
|
|
56,277
|
|
|
—
|
|
|||
Foreign exchange (losses) gains
|
(660
|
)
|
|
3,891
|
|
|
2,057
|
|
|||
(Loss) gain from sale or disposition of assets
|
(64
|
)
|
|
1,617
|
|
|
642
|
|
|||
Other, net
|
596
|
|
|
37
|
|
|
1,800
|
|
|||
Other (expense) income, net
|
$
|
(58,783
|
)
|
|
$
|
61,822
|
|
|
$
|
4,499
|
|
|
Foreign
Currency
Translation
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement
Benefits
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balance as of January 1, 2014
|
$
|
(13,658
|
)
|
|
$
|
(49,736
|
)
|
|
$
|
—
|
|
|
$
|
(63,394
|
)
|
Other comprehensive loss before
reclassification adjustments
|
(15,181
|
)
|
|
—
|
|
|
—
|
|
|
(15,181
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
10,663
|
|
|
—
|
|
|
10,663
|
|
||||
Other comprehensive (loss) income
|
(15,181
|
)
|
|
10,663
|
|
|
—
|
|
|
(4,518
|
)
|
||||
Balance as of December 31, 2014
|
(28,839
|
)
|
|
(39,073
|
)
|
|
—
|
|
|
(67,912
|
)
|
||||
Other comprehensive (loss) income before
reclassification adjustments
|
(31,987
|
)
|
|
1,303
|
|
|
—
|
|
|
(30,684
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
9,802
|
|
|
—
|
|
|
9,802
|
|
||||
Other comprehensive (loss) income
|
(31,987
|
)
|
|
11,105
|
|
|
—
|
|
|
(20,882
|
)
|
||||
Balance as of December 31, 2015
|
(60,826
|
)
|
|
(27,968
|
)
|
|
—
|
|
|
(88,794
|
)
|
||||
Employee Transfer
|
—
|
|
|
—
|
|
|
4,201
|
|
|
4,201
|
|
||||
Deferred income tax adjustments
|
—
|
|
|
—
|
|
|
2,414
|
|
|
2,414
|
|
||||
Other comprehensive loss before
reclassification adjustments
|
(8,243
|
)
|
|
(2,621
|
)
|
|
(7,852
|
)
|
|
(18,716
|
)
|
||||
Net gain on pension costs reclassified into operating
expense
|
—
|
|
|
—
|
|
|
(1,200
|
)
|
|
(1,200
|
)
|
||||
Net gain on pension costs reclassified into general and
administrative expense
|
—
|
|
|
—
|
|
|
(413
|
)
|
|
(413
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
8,331
|
|
|
—
|
|
|
8,331
|
|
||||
Other comprehensive (loss) income
|
(8,243
|
)
|
|
5,710
|
|
|
(2,850
|
)
|
|
(5,383
|
)
|
||||
Balance as of December 31, 2016
|
$
|
(69,069
|
)
|
|
$
|
(22,258
|
)
|
|
$
|
(2,850
|
)
|
|
$
|
(94,177
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,773
|
|
Less preferred limited partner interest
|
1,925
|
|
|
—
|
|
|
—
|
|
|||
Less general partner incentive distribution
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Net income after general partner incentive distribution and preferred
limited partner interest
|
104,671
|
|
|
263,500
|
|
|
167,553
|
|
|||
General partner interest allocation
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
General partner interest allocation of net income
|
2,091
|
|
|
5,270
|
|
|
3,352
|
|
|||
General partner incentive distribution
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Net income applicable to general partner
|
$
|
45,498
|
|
|
$
|
48,490
|
|
|
$
|
46,572
|
|
|
|
Percentage of Distribution
|
||
Quarterly Distribution Amount per Common Unit
|
|
Common Unitholders
|
|
General
Partner
|
Up to $0.60
|
|
98%
|
|
2%
|
Above $0.60 up to $0.66
|
|
90%
|
|
10%
|
Above $0.66
|
|
75%
|
|
25%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
7,877
|
|
|
$
|
7,844
|
|
|
$
|
7,844
|
|
General partner incentive distribution
|
43,407
|
|
|
43,220
|
|
|
43,220
|
|
|||
Total general partner distribution
|
51,284
|
|
|
51,064
|
|
|
51,064
|
|
|||
Common limited partners’ distribution
|
342,598
|
|
|
341,140
|
|
|
341,140
|
|
|||
Total cash distributions
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
$
|
392,204
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.380
|
|
|
$
|
4.380
|
|
|
$
|
4.380
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2016 (a)
|
|
$
|
1.095
|
|
|
$
|
98,971
|
|
|
February 8, 2017
|
|
February 13, 2017
|
September 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,809
|
|
|
November 8, 2016
|
|
November 14, 2016
|
June 30, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
August 9, 2016
|
|
August 12, 2016
|
March 31, 2016
|
|
$
|
1.095
|
|
|
$
|
98,051
|
|
|
May 9, 2016
|
|
May 13, 2016
|
(a)
|
The distribution was announced on
January 27, 2017
.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
$
|
210,773
|
|
Less: Distributions to general partner (including incentive
distribution rights)
|
51,284
|
|
|
51,064
|
|
|
51,064
|
|
|||
Less: Distributions to common limited partners
|
342,598
|
|
|
341,140
|
|
|
341,140
|
|
|||
Less: Distributions for preferred limited partners
|
1,925
|
|
|
—
|
|
|
—
|
|
|||
Less: Distribution equivalent rights to restricted units
|
2,697
|
|
|
—
|
|
|
—
|
|
|||
Distributions in excess of earnings
|
$
|
(248,501
|
)
|
|
$
|
(85,484
|
)
|
|
$
|
(181,431
|
)
|
|
|
|
|
|
|
||||||
Net income attributable to common units:
|
|
|
|
|
|
||||||
Distributions to common limited partners
|
$
|
342,598
|
|
|
$
|
341,140
|
|
|
$
|
341,140
|
|
Allocation of distributions in excess of earnings
|
(243,530
|
)
|
|
(83,774
|
)
|
|
(177,801
|
)
|
|||
Total
|
$
|
99,068
|
|
|
$
|
257,366
|
|
|
$
|
163,339
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
78,080,484
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted common units outstanding:
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
78,080,484
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
Effect of dilutive potential common units
|
32,518
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted-average common units outstanding
|
78,113,002
|
|
|
77,886,078
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per common unit
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
$
|
2.10
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(23,234
|
)
|
|
$
|
67,257
|
|
|
$
|
72,298
|
|
Receivable from related parties
|
(317
|
)
|
|
—
|
|
|
50,918
|
|
|||
Inventories
|
940
|
|
|
16,776
|
|
|
82,075
|
|
|||
Other current assets
|
8,128
|
|
|
4,414
|
|
|
3,785
|
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
14,071
|
|
|
(32,152
|
)
|
|
(153,671
|
)
|
|||
Payable to related party
|
894
|
|
|
(872
|
)
|
|
837
|
|
|||
Accrued interest payable
|
(256
|
)
|
|
941
|
|
|
303
|
|
|||
Accrued liabilities
|
161
|
|
|
(7,834
|
)
|
|
22,980
|
|
|||
Taxes other than income tax
|
2,690
|
|
|
(1,522
|
)
|
|
4,341
|
|
|||
Income tax payable
|
639
|
|
|
3,551
|
|
|
(1,448
|
)
|
|||
Changes in current assets and current liabilities
|
$
|
3,716
|
|
|
$
|
50,559
|
|
|
$
|
82,418
|
|
•
|
current assets and current liabilities acquired and disposed during the period;
|
•
|
the change in the amount accrued for capital expenditures;
|
•
|
the effect of foreign currency translation;
|
•
|
reclassification of the Axeon Term Loan to other current assets from other long-term assets, net; and
|
•
|
non-cash related party transactions associated with the Employee Transfer (see Note 18 for further information).
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest, net of amount capitalized
|
$
|
142,663
|
|
|
$
|
133,388
|
|
|
$
|
129,377
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
11,847
|
|
|
$
|
9,971
|
|
|
$
|
6,699
|
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, January 1
|
$
|
109,202
|
|
|
$
|
106,848
|
|
|
$
|
10,042
|
|
|
$
|
10,484
|
|
Service cost
|
7,703
|
|
|
7,676
|
|
|
419
|
|
|
470
|
|
||||
Interest cost
|
4,023
|
|
|
4,389
|
|
|
401
|
|
|
448
|
|
||||
Benefits paid
|
(2,554
|
)
|
|
(4,338
|
)
|
|
(422
|
)
|
|
(507
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
253
|
|
|
203
|
|
||||
Actuarial loss (gain)
|
9,028
|
|
|
(5,373
|
)
|
|
368
|
|
|
(1,056
|
)
|
||||
Benefit obligation, December 31
|
$
|
127,402
|
|
|
$
|
109,202
|
|
|
$
|
11,061
|
|
|
$
|
10,042
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, January 1
|
$
|
87,706
|
|
|
$
|
83,365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
6,891
|
|
|
645
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
15,601
|
|
|
8,034
|
|
|
169
|
|
|
304
|
|
||||
Benefits paid
|
(2,554
|
)
|
|
(4,338
|
)
|
|
(422
|
)
|
|
(507
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
253
|
|
|
203
|
|
||||
Plan assets at fair value, December 31
|
$
|
107,644
|
|
|
$
|
87,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at December 31
|
$
|
107,644
|
|
|
$
|
87,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Less: Benefit obligation at December 31
|
127,402
|
|
|
109,202
|
|
|
11,061
|
|
|
10,042
|
|
||||
Funded status at December 31
|
$
|
(19,758
|
)
|
|
$
|
(21,496
|
)
|
|
$
|
(11,061
|
)
|
|
$
|
(10,042
|
)
|
Amounts recognized in the consolidated balance sheets (b):
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(162
|
)
|
|
$
|
(71
|
)
|
|
$
|
(321
|
)
|
|
$
|
(304
|
)
|
Other long-term liabilities
|
(19,596
|
)
|
|
(21,425
|
)
|
|
(10,740
|
)
|
|
(9,738
|
)
|
||||
Net pension liability
|
$
|
(19,758
|
)
|
|
$
|
(21,496
|
)
|
|
$
|
(11,061
|
)
|
|
$
|
(10,042
|
)
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
(b)
|
For the Pension Plan, since assets exceed the present value of expected benefit payments for the next 12 months, all of the liability is noncurrent. For the Excess Pension Plan and the other postretirement benefit plans, since there are no assets, the current liability is the present value of expected benefit payments for the next 12 months; the remainder is noncurrent.
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Service cost
|
$
|
7,703
|
|
|
$
|
7,676
|
|
|
$
|
8,049
|
|
|
$
|
419
|
|
|
$
|
470
|
|
|
$
|
374
|
|
Interest cost
|
4,023
|
|
|
4,389
|
|
|
4,225
|
|
|
401
|
|
|
448
|
|
|
373
|
|
||||||
Expected return on plan assets
|
(5,407
|
)
|
|
(5,018
|
)
|
|
(4,574
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,091
|
|
|
1,845
|
|
|
179
|
|
|
181
|
|
|
269
|
|
|
114
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
$
|
5,347
|
|
|
$
|
6,829
|
|
|
$
|
5,777
|
|
|
$
|
(144
|
)
|
|
$
|
42
|
|
|
$
|
(284
|
)
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Net unrecognized (loss) gain arising during the year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial (loss) gain
|
$
|
(7,544
|
)
|
|
$
|
1,000
|
|
|
$
|
(14,716
|
)
|
|
$
|
(368
|
)
|
|
$
|
1,056
|
|
|
$
|
(2,718
|
)
|
Net (gain) loss reclassified into income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service credit
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,091
|
|
|
1,845
|
|
|
179
|
|
|
181
|
|
|
269
|
|
|
114
|
|
||||||
Net (gain) loss reclassified into income
|
(972
|
)
|
|
(218
|
)
|
|
(1,884
|
)
|
|
(964
|
)
|
|
(876
|
)
|
|
(1,031
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
57
|
|
|
(362
|
)
|
|
5,314
|
|
|
3
|
|
|
(382
|
)
|
|
984
|
|
||||||
Total changes to other
comprehensive (loss) income
|
$
|
(8,459
|
)
|
|
$
|
420
|
|
|
$
|
(11,286
|
)
|
|
$
|
(1,329
|
)
|
|
$
|
(202
|
)
|
|
$
|
(2,765
|
)
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
|
Pension Plans (a)
|
|
Other Postretirement
Benefit Plans (a)
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Unrecognized actuarial loss (b)
|
$
|
(28,427
|
)
|
|
$
|
(21,975
|
)
|
|
$
|
(3,755
|
)
|
|
$
|
(3,568
|
)
|
Prior service credit (b)
|
18,663
|
|
|
20,727
|
|
|
10,609
|
|
|
11,754
|
|
||||
Deferred tax asset (liability)
|
57
|
|
|
1,313
|
|
|
3
|
|
|
(3,726
|
)
|
||||
Accumulated other comprehensive (loss) income,
net of tax
|
$
|
(9,707
|
)
|
|
$
|
65
|
|
|
$
|
6,857
|
|
|
$
|
4,460
|
|
(a)
|
Certain amounts shown will differ from amounts reflected in our consolidated financial statements due to the Employee Transfer on March 1, 2016.
|
(b)
|
Represents the balance of accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic benefit cost (income).
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
Actuarial loss
|
$
|
1,484
|
|
|
$
|
191
|
|
Prior service credit
|
$
|
(2,059
|
)
|
|
$
|
(1,145
|
)
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
738
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
64,813
|
|
|
—
|
|
|
64,813
|
|
||||
International stock index fund (b)
|
10,459
|
|
|
—
|
|
|
—
|
|
|
10,459
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
31,634
|
|
|
—
|
|
|
—
|
|
|
31,634
|
|
||||
Total
|
$
|
42,831
|
|
|
$
|
64,813
|
|
|
$
|
—
|
|
|
$
|
107,644
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
739
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
52,086
|
|
|
—
|
|
|
52,086
|
|
||||
International stock index fund (b)
|
8,522
|
|
|
—
|
|
|
—
|
|
|
8,522
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
26,359
|
|
|
—
|
|
|
—
|
|
|
26,359
|
|
||||
Total
|
$
|
35,620
|
|
|
$
|
52,086
|
|
|
$
|
—
|
|
|
$
|
87,706
|
|
(a)
|
This fund is a low-cost equity index fund not actively managed that tracks the S&P 500. Fair values were estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
|
(b)
|
This fund tracks the performance of the Total International Composite Index.
|
(c)
|
This fund tracks the performance of the Barclays Capital U.S. Aggregate Bond Index.
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
2017
|
$
|
7,747
|
|
|
$
|
321
|
|
2018
|
$
|
8,418
|
|
|
$
|
359
|
|
2019
|
$
|
9,190
|
|
|
$
|
399
|
|
2020
|
$
|
9,656
|
|
|
$
|
429
|
|
2021
|
$
|
10,048
|
|
|
$
|
460
|
|
Years 2022-2026
|
$
|
59,168
|
|
|
$
|
2,949
|
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
4.33
|
%
|
|
4.61
|
%
|
|
4.49
|
%
|
|
4.75
|
%
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
4.61
|
%
|
|
4.22
|
%
|
|
5.04
|
%
|
|
4.75
|
%
|
|
4.34
|
%
|
|
5.28
|
%
|
Expected long-term rate of
return on plan assets
|
6.25
|
%
|
|
6.50
|
%
|
|
6.75
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Health care cost trend rate assumed for next year
|
6.84
|
%
|
|
6.81
|
%
|
Rate to which the cost trend rate was assumed to decrease to (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reached the ultimate trend rate
|
2028
|
|
|
2026
|
|
|
Transferred Units
March 1, 2016
|
|
Units Outstanding
December 31, 2016
|
|
Compensation Expense
Year Ended
December 31, 2016
|
||||
|
|
|
|
|
(Thousands of Dollars)
|
||||
Restricted Units:
|
|
|
|
|
|
||||
Domestic employees
|
586,524
|
|
|
647,340
|
|
|
$
|
5,980
|
|
Non-employee directors (NEDs)
|
17,629
|
|
|
18,134
|
|
|
388
|
|
|
International employees
|
49,121
|
|
|
50,609
|
|
|
715
|
|
|
Performance Units
|
77,014
|
|
|
77,014
|
|
|
1,211
|
|
|
Total
|
730,288
|
|
|
793,097
|
|
|
$
|
8,294
|
|
|
Domestic Employees
|
|
|
|
|
|||||||
|
Number of Restricted
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
Per Unit
|
|
Number of Restricted
Units to
NEDs
|
|
Number of Restricted
Units to International Employees
|
|||||
Nonvested units as of January 1, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Transferred
|
586,524
|
|
|
35.03
|
|
|
17,629
|
|
|
49,121
|
|
|
Granted
|
246,070
|
|
|
47.70
|
|
|
8,730
|
|
|
20,107
|
|
|
Vested
|
(180,724
|
)
|
|
35.50
|
|
|
(8,225
|
)
|
|
(14,812
|
)
|
|
Forfeited
|
(4,530
|
)
|
|
35.03
|
|
|
—
|
|
|
(3,807
|
)
|
|
Nonvested units as of December 31, 2016
|
647,340
|
|
|
$
|
39.72
|
|
|
18,134
|
|
|
50,609
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
2,280
|
|
|
$
|
908
|
|
|
$
|
(182
|
)
|
Foreign
|
6,329
|
|
|
9,820
|
|
|
7,516
|
|
|||
Foreign withholding tax
|
3,833
|
|
|
1,926
|
|
|
—
|
|
|||
Total current
|
12,442
|
|
|
12,654
|
|
|
7,334
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
2,680
|
|
|
1,022
|
|
|
1,889
|
|
|||
Foreign
|
(1,122
|
)
|
|
(1,464
|
)
|
|
1,578
|
|
|||
Foreign withholding tax
|
(2,027
|
)
|
|
2,500
|
|
|
—
|
|
|||
Total deferred
|
(469
|
)
|
|
2,058
|
|
|
3,467
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
11,973
|
|
|
$
|
14,712
|
|
|
$
|
10,801
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
31,539
|
|
|
$
|
33,043
|
|
Employee benefits
|
697
|
|
|
—
|
|
||
Environmental and legal reserves
|
148
|
|
|
894
|
|
||
Allowance for bad debt
|
2,697
|
|
|
2,698
|
|
||
Other
|
1,697
|
|
|
1,758
|
|
||
Total deferred income tax assets
|
36,778
|
|
|
38,393
|
|
||
Less: Valuation allowance
|
(12,759
|
)
|
|
(13,151
|
)
|
||
Net deferred income tax assets
|
24,019
|
|
|
25,242
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(43,788
|
)
|
|
(44,880
|
)
|
||
Foreign withholding tax
|
(384
|
)
|
|
(2,314
|
)
|
||
Total deferred income tax liabilities
|
(44,172
|
)
|
|
(47,194
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(20,153
|
)
|
|
$
|
(21,952
|
)
|
|
|
|
|
||||
Reported on the consolidated balance sheets as:
|
|
|
|
||||
Deferred income tax asset
|
$
|
2,051
|
|
|
$
|
2,858
|
|
Deferred income tax liability
|
(22,204
|
)
|
|
(24,810
|
)
|
||
Net deferred income tax liability
|
$
|
(20,153
|
)
|
|
$
|
(21,952
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
485,650
|
|
|
$
|
508,522
|
|
|
$
|
477,030
|
|
Storage:
|
|
|
|
|
|
||||||
Third parties
|
589,098
|
|
|
599,302
|
|
|
537,142
|
|
|||
Intersegment
|
20,944
|
|
|
25,606
|
|
|
26,435
|
|
|||
Related party
|
—
|
|
|
—
|
|
|
929
|
|
|||
Total storage
|
610,042
|
|
|
624,908
|
|
|
564,506
|
|
|||
Fuels marketing
|
681,934
|
|
|
976,216
|
|
|
2,060,017
|
|
|||
Consolidation and intersegment eliminations
|
(20,944
|
)
|
|
(25,606
|
)
|
|
(26,435
|
)
|
|||
Total revenues
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
89,554
|
|
|
$
|
84,951
|
|
|
$
|
77,691
|
|
Storage
|
118,663
|
|
|
116,768
|
|
|
103,848
|
|
|||
Fuels marketing
|
—
|
|
|
—
|
|
|
16
|
|
|||
Total segment depreciation and amortization expense
|
208,217
|
|
|
201,719
|
|
|
181,555
|
|
|||
Other depreciation and amortization expense
|
8,519
|
|
|
8,491
|
|
|
10,153
|
|
|||
Total depreciation and amortization expense
|
$
|
216,736
|
|
|
$
|
210,210
|
|
|
$
|
191,708
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
248,238
|
|
|
$
|
270,349
|
|
|
$
|
245,233
|
|
Storage
|
214,801
|
|
|
217,818
|
|
|
183,104
|
|
|||
Fuels marketing
|
3,406
|
|
|
13,507
|
|
|
24,805
|
|
|||
Consolidation and intersegment eliminations
|
—
|
|
|
42
|
|
|
(32
|
)
|
|||
Total segment operating income
|
466,445
|
|
|
501,716
|
|
|
453,110
|
|
|||
General and administrative expenses
|
98,817
|
|
|
102,521
|
|
|
96,056
|
|
|||
Other depreciation and amortization expense
|
8,519
|
|
|
8,491
|
|
|
10,153
|
|
|||
Total operating income
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
$
|
346,901
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
United States
|
$
|
1,352,936
|
|
|
$
|
1,599,088
|
|
|
$
|
2,276,609
|
|
Netherlands
|
313,395
|
|
|
386,282
|
|
|
705,207
|
|
|||
Other
|
90,351
|
|
|
98,670
|
|
|
93,302
|
|
|||
Consolidated revenues
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
$
|
3,075,118
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
United States
|
$
|
3,086,337
|
|
|
$
|
3,049,334
|
|
Netherlands
|
469,061
|
|
|
449,406
|
|
||
Other
|
166,885
|
|
|
184,831
|
|
||
Consolidated long-lived assets
|
$
|
3,722,283
|
|
|
$
|
3,683,571
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Pipeline
|
$
|
2,024,633
|
|
|
$
|
2,014,098
|
|
Storage
|
2,522,586
|
|
|
2,476,389
|
|
||
Fuels marketing
|
168,347
|
|
|
156,866
|
|
||
Total segment assets
|
4,715,566
|
|
|
4,647,353
|
|
||
Other partnership assets
|
314,979
|
|
|
478,172
|
|
||
Total consolidated assets
|
$
|
5,030,545
|
|
|
$
|
5,125,525
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Pipeline
|
$
|
88,373
|
|
|
$
|
175,657
|
|
|
$
|
244,713
|
|
Storage
|
206,641
|
|
|
285,258
|
|
|
108,457
|
|
|||
Other partnership assets
|
5,001
|
|
|
9,957
|
|
|
3,795
|
|
|||
Total capital expenditures
|
$
|
300,015
|
|
|
$
|
470,872
|
|
|
$
|
356,965
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
870
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
$
|
35,942
|
|
Receivables, net
|
—
|
|
|
3,040
|
|
|
—
|
|
|
167,570
|
|
|
—
|
|
|
170,610
|
|
||||||
Inventories
|
—
|
|
|
2,216
|
|
|
2,005
|
|
|
33,724
|
|
|
—
|
|
|
37,945
|
|
||||||
Other current assets
|
61
|
|
|
120,350
|
|
|
1,829
|
|
|
10,446
|
|
|
—
|
|
|
132,686
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,308,415
|
|
|
—
|
|
|
57,785
|
|
|
(1,366,200
|
)
|
|
—
|
|
||||||
Total current assets
|
931
|
|
|
1,434,026
|
|
|
3,834
|
|
|
304,592
|
|
|
(1,366,200
|
)
|
|
377,183
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,935,172
|
|
|
589,139
|
|
|
1,197,972
|
|
|
—
|
|
|
3,722,283
|
|
||||||
Intangible assets, net
|
—
|
|
|
71,033
|
|
|
—
|
|
|
56,050
|
|
|
—
|
|
|
127,083
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
376,532
|
|
|
—
|
|
|
696,637
|
|
||||||
Investment in wholly owned
subsidiaries
|
1,964,736
|
|
|
34,778
|
|
|
1,221,717
|
|
|
874,649
|
|
|
(4,095,880
|
)
|
|
—
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
2,051
|
|
|
—
|
|
|
2,051
|
|
||||||
Other long-term assets, net
|
1,255
|
|
|
63,586
|
|
|
28,587
|
|
|
11,880
|
|
|
—
|
|
|
105,308
|
|
||||||
Total assets
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables
|
$
|
2,436
|
|
|
$
|
24,272
|
|
|
$
|
7,124
|
|
|
$
|
84,854
|
|
|
$
|
—
|
|
|
$
|
118,686
|
|
Short-term debt
|
—
|
|
|
54,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
34,008
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
34,030
|
|
||||||
Accrued liabilities
|
1,070
|
|
|
7,118
|
|
|
10,766
|
|
|
41,531
|
|
|
—
|
|
|
60,485
|
|
||||||
Taxes other than income tax
|
125
|
|
|
6,854
|
|
|
3,253
|
|
|
5,453
|
|
|
—
|
|
|
15,685
|
|
||||||
Income tax payable
|
—
|
|
|
1,326
|
|
|
5
|
|
|
5,179
|
|
|
—
|
|
|
6,510
|
|
||||||
Intercompany payable
|
257,497
|
|
|
—
|
|
|
1,108,703
|
|
|
—
|
|
|
(1,366,200
|
)
|
|
—
|
|
||||||
Total current liabilities
|
261,128
|
|
|
127,578
|
|
|
1,129,851
|
|
|
137,039
|
|
|
(1,366,200
|
)
|
|
289,396
|
|
||||||
Long-term debt
|
—
|
|
|
2,956,338
|
|
|
—
|
|
|
58,026
|
|
|
—
|
|
|
3,014,364
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,862
|
|
|
13
|
|
|
20,329
|
|
|
—
|
|
|
22,204
|
|
||||||
Other long-term liabilities
|
—
|
|
|
34,358
|
|
|
9,436
|
|
|
49,170
|
|
|
—
|
|
|
92,964
|
|
||||||
Total partners’ equity
|
1,705,794
|
|
|
567,912
|
|
|
874,629
|
|
|
2,559,162
|
|
|
(4,095,880
|
)
|
|
1,611,617
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
885
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
117,973
|
|
|
$
|
—
|
|
|
$
|
118,862
|
|
Receivables, net
|
—
|
|
|
419
|
|
|
—
|
|
|
144,645
|
|
|
—
|
|
|
145,064
|
|
||||||
Inventories
|
—
|
|
|
1,776
|
|
|
3,648
|
|
|
33,325
|
|
|
—
|
|
|
38,749
|
|
||||||
Other current assets
|
140
|
|
|
11,026
|
|
|
497
|
|
|
19,513
|
|
|
—
|
|
|
31,176
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,610,370
|
|
|
—
|
|
|
—
|
|
|
(1,610,370
|
)
|
|
—
|
|
||||||
Total current assets
|
1,025
|
|
|
1,623,595
|
|
|
4,145
|
|
|
315,456
|
|
|
(1,610,370
|
)
|
|
333,851
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,915,370
|
|
|
570,415
|
|
|
1,197,786
|
|
|
—
|
|
|
3,683,571
|
|
||||||
Intangible assets, net
|
—
|
|
|
48,961
|
|
|
—
|
|
|
63,050
|
|
|
—
|
|
|
112,011
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
376,532
|
|
|
—
|
|
|
696,637
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,205,904
|
|
|
48,547
|
|
|
1,031,162
|
|
|
915,115
|
|
|
(4,200,728
|
)
|
|
—
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
4,037
|
|
|
(1,179
|
)
|
|
2,858
|
|
||||||
Other long-term assets, net
|
933
|
|
|
255,957
|
|
|
26,329
|
|
|
13,378
|
|
|
—
|
|
|
296,597
|
|
||||||
Total assets
|
$
|
2,207,862
|
|
|
$
|
4,041,883
|
|
|
$
|
1,802,703
|
|
|
$
|
2,885,354
|
|
|
$
|
(5,812,277
|
)
|
|
$
|
5,125,525
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables
|
$
|
12
|
|
|
$
|
52,650
|
|
|
$
|
11,193
|
|
|
$
|
76,091
|
|
|
$
|
—
|
|
|
$
|
139,946
|
|
Short-term debt
|
—
|
|
|
84,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
34,271
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
34,286
|
|
||||||
Accrued liabilities
|
723
|
|
|
32,816
|
|
|
5,753
|
|
|
15,902
|
|
|
—
|
|
|
55,194
|
|
||||||
Taxes other than income tax
|
126
|
|
|
6,452
|
|
|
3,325
|
|
|
2,907
|
|
|
—
|
|
|
12,810
|
|
||||||
Income tax payable
|
—
|
|
|
1,362
|
|
|
9
|
|
|
4,606
|
|
|
—
|
|
|
5,977
|
|
||||||
Intercompany payable
|
508,363
|
|
|
—
|
|
|
858,018
|
|
|
243,989
|
|
|
(1,610,370
|
)
|
|
—
|
|
||||||
Total current liabilities
|
509,224
|
|
|
211,551
|
|
|
878,298
|
|
|
343,510
|
|
|
(1,610,370
|
)
|
|
332,213
|
|
||||||
Long-term debt
|
—
|
|
|
3,002,743
|
|
|
—
|
|
|
52,869
|
|
|
—
|
|
|
3,055,612
|
|
||||||
Long-term payable to related party
|
—
|
|
|
26,638
|
|
|
—
|
|
|
5,442
|
|
|
—
|
|
|
32,080
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,143
|
|
|
36
|
|
|
24,810
|
|
|
(1,179
|
)
|
|
24,810
|
|
||||||
Other long-term liabilities
|
—
|
|
|
37,209
|
|
|
9,294
|
|
|
24,463
|
|
|
—
|
|
|
70,966
|
|
||||||
Total partners’ equity
|
1,698,638
|
|
|
762,599
|
|
|
915,075
|
|
|
2,434,260
|
|
|
(4,200,728
|
)
|
|
1,609,844
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
2,207,862
|
|
|
$
|
4,041,883
|
|
|
$
|
1,802,703
|
|
|
$
|
2,885,354
|
|
|
$
|
(5,812,277
|
)
|
|
$
|
5,125,525
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
511,650
|
|
|
$
|
224,966
|
|
|
$
|
1,021,804
|
|
|
$
|
(1,738
|
)
|
|
$
|
1,756,682
|
|
Costs and expenses
|
1,806
|
|
|
302,099
|
|
|
150,384
|
|
|
945,022
|
|
|
(1,738
|
)
|
|
1,397,573
|
|
||||||
Operating (loss) income
|
(1,806
|
)
|
|
209,551
|
|
|
74,582
|
|
|
76,782
|
|
|
—
|
|
|
359,109
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
151,794
|
|
|
(13,769
|
)
|
|
82,202
|
|
|
156,036
|
|
|
(376,263
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(139,827
|
)
|
|
(744
|
)
|
|
2,221
|
|
|
—
|
|
|
(138,350
|
)
|
||||||
Other income (expense), net
|
18
|
|
|
(58,264
|
)
|
|
(26
|
)
|
|
(511
|
)
|
|
—
|
|
|
(58,783
|
)
|
||||||
Income (loss) before income tax
expense (benefit)
|
150,006
|
|
|
(2,309
|
)
|
|
156,014
|
|
|
234,528
|
|
|
(376,263
|
)
|
|
161,976
|
|
||||||
Income tax expense (benefit)
|
3
|
|
|
1,607
|
|
|
(23
|
)
|
|
10,386
|
|
|
—
|
|
|
11,973
|
|
||||||
Net income (loss)
|
$
|
150,003
|
|
|
$
|
(3,916
|
)
|
|
$
|
156,037
|
|
|
$
|
224,142
|
|
|
$
|
(376,263
|
)
|
|
$
|
150,003
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
547,959
|
|
|
$
|
215,469
|
|
|
$
|
1,322,675
|
|
|
$
|
(2,063
|
)
|
|
$
|
2,084,040
|
|
Costs and expenses
|
1,717
|
|
|
293,708
|
|
|
140,081
|
|
|
1,259,935
|
|
|
(2,105
|
)
|
|
1,693,336
|
|
||||||
Operating (loss) income
|
(1,717
|
)
|
|
254,251
|
|
|
75,388
|
|
|
62,740
|
|
|
42
|
|
|
390,704
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
308,437
|
|
|
(7,257
|
)
|
|
120,768
|
|
|
197,760
|
|
|
(619,708
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(137,847
|
)
|
|
1,611
|
|
|
4,368
|
|
|
—
|
|
|
(131,868
|
)
|
||||||
Other income, net
|
—
|
|
|
1,179
|
|
|
5
|
|
|
60,638
|
|
|
—
|
|
|
61,822
|
|
||||||
Income from continuing
operations before income
tax (benefit) expense
|
306,720
|
|
|
110,326
|
|
|
197,772
|
|
|
325,506
|
|
|
(619,666
|
)
|
|
320,658
|
|
||||||
Income tax (benefit) expense
|
—
|
|
|
(392
|
)
|
|
23
|
|
|
15,081
|
|
|
—
|
|
|
14,712
|
|
||||||
Income from continuing
operations
|
306,720
|
|
|
110,718
|
|
|
197,749
|
|
|
310,425
|
|
|
(619,666
|
)
|
|
305,946
|
|
||||||
Income from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|
—
|
|
|
774
|
|
||||||
Net income
|
$
|
306,720
|
|
|
$
|
110,718
|
|
|
$
|
197,749
|
|
|
$
|
311,199
|
|
|
$
|
(619,666
|
)
|
|
$
|
306,720
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
510,833
|
|
|
$
|
229,211
|
|
|
$
|
2,344,750
|
|
|
$
|
(9,676
|
)
|
|
$
|
3,075,118
|
|
Costs and expenses
|
1,753
|
|
|
287,614
|
|
|
149,955
|
|
|
2,298,540
|
|
|
(9,645
|
)
|
|
2,728,217
|
|
||||||
Operating (loss) income
|
(1,753
|
)
|
|
223,219
|
|
|
79,256
|
|
|
46,210
|
|
|
(31
|
)
|
|
346,901
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
212,527
|
|
|
(12,798
|
)
|
|
62,946
|
|
|
142,238
|
|
|
(404,913
|
)
|
|
—
|
|
||||||
Equity in (loss) earnings of
joint ventures
|
—
|
|
|
(8,278
|
)
|
|
—
|
|
|
13,074
|
|
|
—
|
|
|
4,796
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(132,274
|
)
|
|
89
|
|
|
959
|
|
|
—
|
|
|
(131,226
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
511
|
|
|
(37
|
)
|
|
4,025
|
|
|
—
|
|
|
4,499
|
|
||||||
Income from continuing
operations before income
tax expense
|
210,774
|
|
|
70,380
|
|
|
142,254
|
|
|
206,506
|
|
|
(404,944
|
)
|
|
224,970
|
|
||||||
Income tax expense
|
1
|
|
|
5
|
|
|
23
|
|
|
10,772
|
|
|
—
|
|
|
10,801
|
|
||||||
Income from continuing
operations
|
210,773
|
|
|
70,375
|
|
|
142,231
|
|
|
195,734
|
|
|
(404,944
|
)
|
|
214,169
|
|
||||||
Loss from discontinued
operations, net of tax
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(3,622
|
)
|
|
—
|
|
|
(3,791
|
)
|
||||||
Net income
|
210,773
|
|
|
70,206
|
|
|
142,231
|
|
|
192,112
|
|
|
(404,944
|
)
|
|
210,378
|
|
||||||
Less net loss attributable to
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(395
|
)
|
|
—
|
|
|
(395
|
)
|
||||||
Net income attributable to
NuStar Energy L.P.
|
$
|
210,773
|
|
|
$
|
70,206
|
|
|
$
|
142,231
|
|
|
$
|
192,507
|
|
|
$
|
(404,944
|
)
|
|
$
|
210,773
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
150,003
|
|
|
$
|
(3,916
|
)
|
|
$
|
156,037
|
|
|
$
|
224,142
|
|
|
$
|
(376,263
|
)
|
|
$
|
150,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,243
|
)
|
|
—
|
|
|
(8,243
|
)
|
||||||
Net loss on pension and other postretirement benefit adjustments, net of tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,850
|
)
|
|
—
|
|
|
(2,850
|
)
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
5,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,710
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
5,710
|
|
|
—
|
|
|
(11,093
|
)
|
|
—
|
|
|
(5,383
|
)
|
||||||
Comprehensive income
|
$
|
150,003
|
|
|
$
|
1,794
|
|
|
$
|
156,037
|
|
|
$
|
213,049
|
|
|
$
|
(376,263
|
)
|
|
$
|
144,620
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income
|
$
|
306,720
|
|
|
$
|
110,718
|
|
|
$
|
197,749
|
|
|
$
|
311,199
|
|
|
$
|
(619,666
|
)
|
|
$
|
306,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,987
|
)
|
|
—
|
|
|
(31,987
|
)
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
11,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,105
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
11,105
|
|
|
—
|
|
|
(31,987
|
)
|
|
—
|
|
|
(20,882
|
)
|
||||||
Comprehensive income
|
$
|
306,720
|
|
|
$
|
121,823
|
|
|
$
|
197,749
|
|
|
$
|
279,212
|
|
|
$
|
(619,666
|
)
|
|
$
|
285,838
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income
|
$
|
210,773
|
|
|
$
|
70,206
|
|
|
$
|
142,231
|
|
|
$
|
192,112
|
|
|
$
|
(404,944
|
)
|
|
$
|
210,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
3,723
|
|
|
—
|
|
|
(19,337
|
)
|
|
—
|
|
|
(15,614
|
)
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
10,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,663
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
14,386
|
|
|
—
|
|
|
(19,337
|
)
|
|
—
|
|
|
(4,951
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
|
210,773
|
|
|
84,592
|
|
|
142,231
|
|
|
172,775
|
|
|
(404,944
|
)
|
|
205,427
|
|
||||||
Less comprehensive loss
attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(828
|
)
|
|
—
|
|
|
(828
|
)
|
||||||
Comprehensive income
attributable to NuStar Energy L.P.
|
$
|
210,773
|
|
|
$
|
84,592
|
|
|
$
|
142,231
|
|
|
$
|
173,603
|
|
|
$
|
(404,944
|
)
|
|
$
|
206,255
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
391,773
|
|
|
$
|
167,900
|
|
|
$
|
211,816
|
|
|
$
|
359,283
|
|
|
$
|
(694,011
|
)
|
|
$
|
436,761
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(64,334
|
)
|
|
(52,637
|
)
|
|
(87,387
|
)
|
|
—
|
|
|
(204,358
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(10,076
|
)
|
|
(285
|
)
|
|
(702
|
)
|
|
—
|
|
|
(11,063
|
)
|
||||||
Acquisitions
|
—
|
|
|
(95,657
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,657
|
)
|
||||||
Investment in subsidiaries
|
—
|
|
|
—
|
|
|
(212,900
|
)
|
|
—
|
|
|
212,900
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(170,067
|
)
|
|
(265,822
|
)
|
|
(88,089
|
)
|
|
212,900
|
|
|
(311,078
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,365,529
|
|
|
—
|
|
|
41,200
|
|
|
—
|
|
|
1,406,729
|
|
||||||
Debt repayments
|
—
|
|
|
(1,419,852
|
)
|
|
—
|
|
|
(36,300
|
)
|
|
—
|
|
|
(1,456,152
|
)
|
||||||
Issuance of units, net of
issuance costs
|
246,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,110
|
|
||||||
General partner contribution
|
680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
||||||
Distributions to common unitholders
and general partner
|
(392,962
|
)
|
|
(196,481
|
)
|
|
(196,481
|
)
|
|
(196,501
|
)
|
|
589,463
|
|
|
(392,962
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
108,352
|
|
|
(108,352
|
)
|
|
—
|
|
||||||
Net intercompany activity
|
(241,131
|
)
|
|
255,326
|
|
|
250,487
|
|
|
(264,682
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(4,485
|
)
|
|
(2,354
|
)
|
|
—
|
|
|
(8,890
|
)
|
|
—
|
|
|
(15,729
|
)
|
||||||
Net cash (used in) provided by
financing activities
|
(391,788
|
)
|
|
2,168
|
|
|
54,006
|
|
|
(356,821
|
)
|
|
481,111
|
|
|
(211,324
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
2,721
|
|
|
—
|
|
|
2,721
|
|
||||||
Net (decrease) increase in cash and
cash equivalents
|
(15
|
)
|
|
1
|
|
|
—
|
|
|
(82,906
|
)
|
|
—
|
|
|
(82,920
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
885
|
|
|
4
|
|
|
—
|
|
|
117,973
|
|
|
—
|
|
|
118,862
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
870
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
$
|
35,942
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
389,967
|
|
|
$
|
237,780
|
|
|
$
|
119,928
|
|
|
$
|
365,588
|
|
|
$
|
(588,326
|
)
|
|
$
|
524,937
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(201,388
|
)
|
|
(39,533
|
)
|
|
(83,887
|
)
|
|
—
|
|
|
(324,808
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(4,950
|
)
|
|
33
|
|
|
1,761
|
|
|
—
|
|
|
(3,156
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
(142,500
|
)
|
|
—
|
|
|
(142,500
|
)
|
||||||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,564
|
)
|
|
—
|
|
|
(3,564
|
)
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
10,320
|
|
|
22
|
|
|
6,790
|
|
|
—
|
|
|
17,132
|
|
||||||
Proceeds from insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
4,867
|
|
|
—
|
|
|
4,867
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(196,018
|
)
|
|
(39,478
|
)
|
|
(216,533
|
)
|
|
—
|
|
|
(452,029
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,589,131
|
|
|
—
|
|
|
94,500
|
|
|
—
|
|
|
1,683,631
|
|
||||||
Debt repayments
|
—
|
|
|
(1,275,910
|
)
|
|
—
|
|
|
(41,000
|
)
|
|
—
|
|
|
(1,316,910
|
)
|
||||||
Distributions to common unitholders
and general partner
|
(392,204
|
)
|
|
(196,102
|
)
|
|
(196,102
|
)
|
|
(196,122
|
)
|
|
588,326
|
|
|
(392,204
|
)
|
||||||
Net intercompany activity
|
2,199
|
|
|
(155,278
|
)
|
|
115,652
|
|
|
37,427
|
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
(3,605
|
)
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(3,746
|
)
|
||||||
Net cash used in financing activities
|
(390,005
|
)
|
|
(41,764
|
)
|
|
(80,450
|
)
|
|
(105,336
|
)
|
|
588,326
|
|
|
(29,229
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,729
|
)
|
|
—
|
|
|
(12,729
|
)
|
||||||
Net (decrease) increase in cash and
cash equivalents
|
(38
|
)
|
|
(2
|
)
|
|
—
|
|
|
30,990
|
|
|
—
|
|
|
30,950
|
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
923
|
|
|
6
|
|
|
—
|
|
|
86,983
|
|
|
—
|
|
|
87,912
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
885
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
117,973
|
|
|
$
|
—
|
|
|
$
|
118,862
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
390,543
|
|
|
$
|
221,422
|
|
|
$
|
111,931
|
|
|
$
|
333,936
|
|
|
$
|
(539,309
|
)
|
|
$
|
518,523
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(273,785
|
)
|
|
(14,625
|
)
|
|
(68,555
|
)
|
|
—
|
|
|
(356,965
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
8,741
|
|
|
789
|
|
|
(4,627
|
)
|
|
—
|
|
|
4,903
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
651
|
|
|
22
|
|
|
25,339
|
|
|
—
|
|
|
26,012
|
|
||||||
Increase in note receivable from
Axeon
|
—
|
|
|
(13,328
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,328
|
)
|
||||||
Investment in subsidiaries
|
(23
|
)
|
|
—
|
|
|
13,340
|
|
|
—
|
|
|
(13,317
|
)
|
|
—
|
|
||||||
Other, net
|
23
|
|
|
(45
|
)
|
|
—
|
|
|
(831
|
)
|
|
—
|
|
|
(853
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(277,766
|
)
|
|
(474
|
)
|
|
(48,674
|
)
|
|
(13,317
|
)
|
|
(340,231
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,318,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,318,619
|
|
||||||
Debt repayments
|
—
|
|
|
(1,121,670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,121,670
|
)
|
||||||
Distributions to common unitholders
and general partner
|
(392,204
|
)
|
|
(245,127
|
)
|
|
(147,077
|
)
|
|
(147,105
|
)
|
|
539,309
|
|
|
(392,204
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,340
|
)
|
|
13,340
|
|
|
—
|
|
||||||
Net intercompany activity
|
1,680
|
|
|
83,387
|
|
|
35,620
|
|
|
(120,687
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
(1,166
|
)
|
|
—
|
|
|
8,259
|
|
|
(23
|
)
|
|
7,070
|
|
||||||
Net cash (used in) provided by
financing activities
|
(390,524
|
)
|
|
34,043
|
|
|
(111,457
|
)
|
|
(272,873
|
)
|
|
552,626
|
|
|
(188,185
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,938
|
)
|
|
—
|
|
|
(2,938
|
)
|
||||||
Net increase (decrease) in cash and
cash equivalents
|
19
|
|
|
(22,301
|
)
|
|
—
|
|
|
9,451
|
|
|
—
|
|
|
(12,831
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
904
|
|
|
22,307
|
|
|
—
|
|
|
77,532
|
|
|
—
|
|
|
100,743
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
923
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
86,983
|
|
|
$
|
—
|
|
|
$
|
87,912
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
405,703
|
|
|
$
|
437,804
|
|
|
$
|
441,418
|
|
|
$
|
471,757
|
|
|
$
|
1,756,682
|
|
Operating income
|
$
|
94,565
|
|
|
$
|
91,217
|
|
|
$
|
87,954
|
|
|
$
|
85,373
|
|
|
$
|
359,109
|
|
Net income (loss)
|
$
|
57,401
|
|
|
$
|
52,517
|
|
|
$
|
51,141
|
|
|
$
|
(11,056
|
)
|
|
$
|
150,003
|
|
Basic and diluted net income (loss) per common unit
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.49
|
|
|
$
|
(0.31
|
)
|
|
$
|
1.27
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
554,944
|
|
|
$
|
570,611
|
|
|
$
|
493,566
|
|
|
$
|
464,919
|
|
|
$
|
2,084,040
|
|
Operating income
|
$
|
99,281
|
|
|
$
|
92,405
|
|
|
$
|
100,994
|
|
|
$
|
98,024
|
|
|
$
|
390,704
|
|
Income from continuing operations
|
$
|
127,125
|
|
|
$
|
54,325
|
|
|
$
|
65,016
|
|
|
$
|
59,480
|
|
|
$
|
305,946
|
|
Income from discontinued
operations, net of tax
|
774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|||||
Net income
|
$
|
127,899
|
|
|
$
|
54,325
|
|
|
$
|
65,016
|
|
|
$
|
59,480
|
|
|
$
|
306,720
|
|
Basic and diluted net income per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
1.46
|
|
|
$
|
0.54
|
|
|
$
|
0.68
|
|
|
$
|
0.61
|
|
|
$
|
3.29
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Total
|
$
|
1.47
|
|
|
$
|
0.54
|
|
|
$
|
0.68
|
|
|
$
|
0.61
|
|
|
$
|
3.30
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|