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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Emerging growth 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 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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the price of our common units may decline to the extent that the current market price of these securities reflects a market assumption that the Merger will be completed; and
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•
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some costs relating to the Merger, such as certain investment banking fees and legal and accounting fees, must be paid even if the Merger is not completed.
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•
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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 laws, regulations, sanctions, embargoes 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 the board of directors of NuStar GP, LLC, 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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new regulations or court decisions requiring the phase out or reduced use of gasoline-fueled vehicles;
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•
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the increased use of alternative fuel sources;
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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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a lack of drilling services or equipment available to accommodate production needs;
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•
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changes in laws, regulations, sanctions or taxation that directly or indirectly delay supply or production or increase the cost of production of refined products; and
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macroeconomic forces affecting, or actions taken by, foreign oil and gas producing nations that impact supply of and prices for crude oil and refined products.
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•
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non-performance or delay by, or disputes with, counterparties, vendors, suppliers, contractors or subcontractors involved with a project;
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denial or delay in issuing requisite regulatory approvals and/or permits;
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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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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; or
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market-related increases in a project’s debt or equity financing costs.
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continued low crude oil prices;
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•
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a material decrease in the supply or price of crude oil;
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•
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a material decrease in demand for refined products in the markets served by NuStar Energy’s pipelines and terminals;
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political, social or economic instability in another country impacting a customer based there;
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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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increasingly stringent environmental, health, safety and security regulations;
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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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NuStar Energy may not be able to obtain the cost savings and financial improvements it anticipates or acquired assets may not perform as NuStar Energy expects;
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NuStar Energy may not be able to successfully integrate the assets, management teams or employees of the businesses it acquires with its assets and management team, or such integration may be significantly delayed;
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NuStar Energy may fail or be unable to discover some of the liabilities of businesses that it acquires, including liabilities resulting from a prior owner’s noncompliance with applicable federal, state or local laws;
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NuStar Energy may have assumed prior known or unknown liabilities for which it may not be indemnified or have adequate insurance;
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•
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acquisitions may divert the attention of NuStar Energy’s senior management from focusing on its core business;
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NuStar Energy may experience a decrease in its liquidity by using a significant portion of its available cash or borrowing capacity to finance acquisitions; and
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NuStar Energy may face the risk that its existing financial controls, information systems, management resources and human resources will need to grow to support future growth.
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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 2017
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||||||
4th Quarter
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$
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21.90
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$
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13.50
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$
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0.545
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February 8, 2018
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February 15, 2018
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3rd Quarter
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$
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25.25
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$
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20.04
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$
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0.545
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November 9, 2017
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November 16, 2017
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2nd Quarter
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$
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28.60
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$
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22.20
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$
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0.545
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August 7, 2017
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August 15, 2017
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1st Quarter
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$
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31.50
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$
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26.65
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$
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0.545
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May 8, 2017
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May 16, 2017
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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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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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12/17
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NuStar GP Holdings, LLC
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100.00
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109.88
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143.08
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93.94
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142.02
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84.92
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NYSE Composite
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100.00
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126.28
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134.81
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129.29
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144.73
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171.83
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Alerian MLP
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100.00
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137.01
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156.49
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113.29
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136.63
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131.07
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Year Ended December 31,
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(Thousands of Dollars, Except Per Unit Data)
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||||||||||||||||||
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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51,556
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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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Net income (loss)
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86,775
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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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|||||
Basic and diluted net income (loss) per unit
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2.01
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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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|||||
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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2.18
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|||||
Other Financial Data:
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||||||||||
Distributions received from NuStar Energy L.P.
|
$
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99,310
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$
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95,905
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|
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$
|
96,030
|
|
|
$
|
96,012
|
|
|
$
|
96,134
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|
|
|
|
|
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||||||||||
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December 31,
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||||||||||||||||||
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(Thousands of Dollars)
|
||||||||||||||||||
Balance Sheet Data:
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||||||||||
Total assets
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$
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283,842
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$
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274,630
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$
|
360,490
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$
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385,150
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$
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412,382
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Total short-term debt
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42,500
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30,000
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26,000
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|
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26,000
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26,000
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|||||
Members’ equity
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240,536
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|
|
243,788
|
|
|
287,070
|
|
|
310,836
|
|
|
349,986
|
|
•
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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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New Accounting Pronouncements
|
•
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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,
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|
||||||||
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2017
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|
2016
|
|
Change
|
||||||
Equity in earnings of NuStar Energy
|
$
|
51,556
|
|
|
$
|
56,096
|
|
|
$
|
(4,540
|
)
|
|
|
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|
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|
||||||
General and administrative expenses
|
(3,298
|
)
|
|
(3,046
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)
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|
(252
|
)
|
|||
Other income, net
|
41,942
|
|
|
3,021
|
|
|
38,921
|
|
|||
Interest expense, net
|
(1,587
|
)
|
|
(1,069
|
)
|
|
(518
|
)
|
|||
Income before income tax (expense) benefit
|
88,613
|
|
|
55,002
|
|
|
33,611
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|
|||
Income tax (expense) benefit
|
(1,838
|
)
|
|
66
|
|
|
(1,904
|
)
|
|||
Net income
|
$
|
86,775
|
|
|
$
|
55,068
|
|
|
$
|
31,707
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Basic and diluted net income per unit
|
$
|
2.01
|
|
|
$
|
1.28
|
|
|
$
|
0.73
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
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(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Revenues
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
57,337
|
|
Cost of product sales
|
651,599
|
|
|
633,653
|
|
|
17,946
|
|
|||
Operating expenses
|
449,670
|
|
|
448,367
|
|
|
1,303
|
|
|||
Depreciation and amortization expense
|
255,534
|
|
|
208,217
|
|
|
47,317
|
|
|||
Segment operating income
|
457,216
|
|
|
466,445
|
|
|
(9,229
|
)
|
|||
General and administrative expenses
|
112,240
|
|
|
98,817
|
|
|
13,423
|
|
|||
Other depreciation and amortization expense
|
8,698
|
|
|
8,519
|
|
|
179
|
|
|||
Operating income
|
$
|
336,278
|
|
|
$
|
359,109
|
|
|
$
|
(22,831
|
)
|
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
(2,039
|
)
|
Net income per unit applicable to common limited partners
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
(0.63
|
)
|
Cash distributions per unit applicable to common limited partners
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(Thousands of Dollars)
|
||||||||||
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
|
|
|
|
|
|
||||||
General partner interest
|
$
|
1,237
|
|
|
$
|
2,091
|
|
|
$
|
(854
|
)
|
General partner incentive distribution rights (IDRs)
|
45,669
|
|
|
43,407
|
|
|
2,262
|
|
|||
General partner’s interest in earnings and incentive
distributions of NuStar Energy
|
46,906
|
|
|
45,498
|
|
|
1,408
|
|
|||
Common limited partner interest in earnings of NuStar Energy
|
7,534
|
|
|
13,482
|
|
|
(5,948
|
)
|
|||
Amortization of step-up in basis related to
NuStar Energy’s assets and liabilities
|
(2,884
|
)
|
|
(2,884
|
)
|
|
—
|
|
|||
Equity in earnings of NuStar Energy
|
$
|
51,556
|
|
|
$
|
56,096
|
|
|
$
|
(4,540
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Equity in earnings of NuStar Energy
|
$
|
56,096
|
|
|
$
|
79,673
|
|
|
$
|
(23,577
|
)
|
|
|
|
|
|
|
||||||
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
|
|
|
$
|
(17,140
|
)
|
Basic and diluted net income per unit
|
$
|
1.28
|
|
|
$
|
1.68
|
|
|
$
|
(0.40
|
)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
|
(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
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
—
|
|
|
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 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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit and Percentage Data)
|
||||||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
Total cash distributions by NuStar Energy to its general partner and common limited partners
|
$
|
462,602
|
|
|
$
|
393,882
|
|
|
$
|
392,204
|
|
Cash distributions we received from NuStar Energy:
|
|
|
|
|
|
||||||
General partner interest
|
$
|
9,252
|
|
|
$
|
7,877
|
|
|
$
|
7,844
|
|
General partner IDRs
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Limited partner interest – common units
|
44,740
|
|
|
44,699
|
|
|
45,073
|
|
|||
Total cash distributions to us
|
$
|
99,661
|
|
|
$
|
95,983
|
|
|
$
|
96,137
|
|
Distributions to us as a percentage of total cash distributions to NuStar Energy’s general partner and common limited partners
|
21.5
|
%
|
|
24.4
|
%
|
|
24.5
|
%
|
Units
|
|
Original Issuance Date
|
|
Number of Units Issued and Outstanding
|
|
Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|
Fixed Distribution Rate per Unit per Annum
|
|
Date at Which Distribution Rate Becomes Floating
|
|
Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
||
Series A
Preferred Units
|
|
November 25, 2016
|
|
9,060,000
|
|
8.50%
|
|
$
|
2.125
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B
Preferred Units
|
|
April 28, 2017
|
|
15,400,000
|
|
7.625%
|
|
$
|
1.90625
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C
Preferred Units
|
|
November 30, 2017
|
|
6,900,000
|
|
9.00%
|
|
$
|
2.25
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Cash distributions per unit
|
$
|
2.18
|
|
|
$
|
2.18
|
|
|
$
|
2.18
|
|
Total cash distributions
|
$
|
93,649
|
|
|
$
|
93,601
|
|
|
$
|
93,561
|
|
•
|
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,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
422
|
|
|
$
|
207
|
|
Income tax receivable
|
105
|
|
|
303
|
|
||
Other receivables
|
26
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
319
|
|
|
292
|
|
||
Total current assets
|
872
|
|
|
802
|
|
||
Investment in NuStar Energy L.P.
|
279,721
|
|
|
268,742
|
|
||
Deferred income tax assets, net
|
3,249
|
|
|
5,086
|
|
||
Total assets
|
$
|
283,842
|
|
|
$
|
274,630
|
|
Liabilities and Members’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
42,500
|
|
|
$
|
30,000
|
|
Payable to related party
|
205
|
|
|
317
|
|
||
Accounts payable
|
3
|
|
|
1
|
|
||
Accrued liabilities
|
500
|
|
|
460
|
|
||
Taxes other than income tax
|
98
|
|
|
64
|
|
||
Total current liabilities
|
43,306
|
|
|
30,842
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Members’ equity (42,977,132 and 42,951,749 common units outstanding as of December 31, 2017 and 2016, respectively)
|
251,358
|
|
|
257,662
|
|
||
Accumulated other comprehensive loss
|
(10,822
|
)
|
|
(13,874
|
)
|
||
Total members’ equity
|
240,536
|
|
|
243,788
|
|
||
Total liabilities and members’ equity
|
$
|
283,842
|
|
|
$
|
274,630
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Equity in earnings of NuStar Energy L.P.
|
$
|
51,556
|
|
|
$
|
56,096
|
|
|
$
|
79,673
|
|
|
|
|
|
|
|
||||||
General and administrative expenses:
|
|
|
|
|
|
||||||
Third parties
|
(2,427
|
)
|
|
(2,258
|
)
|
|
(3,338
|
)
|
|||
Related party
|
(871
|
)
|
|
(788
|
)
|
|
—
|
|
|||
Total general and administrative expenses
|
(3,298
|
)
|
|
(3,046
|
)
|
|
(3,338
|
)
|
|||
Other income (expense), net
|
41,942
|
|
|
3,021
|
|
|
(2,333
|
)
|
|||
Interest expense, net
|
(1,587
|
)
|
|
(1,069
|
)
|
|
(893
|
)
|
|||
Income before income tax (expense) benefit
|
88,613
|
|
|
55,002
|
|
|
73,109
|
|
|||
Income tax (expense) benefit
|
(1,838
|
)
|
|
66
|
|
|
(901
|
)
|
|||
Net income
|
86,775
|
|
|
55,068
|
|
|
72,208
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Share of NuStar Energy L.P.’s other comprehensive income (loss)
|
3,052
|
|
|
(685
|
)
|
|
(3,107
|
)
|
|||
Pension and other postretirement benefit plan adjustments
|
—
|
|
|
(4,525
|
)
|
|
218
|
|
|||
Total other comprehensive income (loss)
|
3,052
|
|
|
(5,210
|
)
|
|
(2,889
|
)
|
|||
Comprehensive income
|
$
|
89,827
|
|
|
$
|
49,858
|
|
|
$
|
69,319
|
|
Net income per unit
|
$
|
2.01
|
|
|
$
|
1.28
|
|
|
$
|
1.68
|
|
Weighted-average number of basic common units outstanding
|
42,954,230
|
|
|
42,932,320
|
|
|
42,914,297
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
86,775
|
|
|
$
|
55,068
|
|
|
$
|
72,208
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in earnings of NuStar Energy L.P.
|
(51,556
|
)
|
|
(56,096
|
)
|
|
(79,673
|
)
|
|||
Distributions of equity in earnings from NuStar Energy L.P.
|
51,556
|
|
|
56,096
|
|
|
79,673
|
|
|||
Gain related to NuStar Energy L.P.’s issuance of common limited partner units
|
(41,942
|
)
|
|
(2,408
|
)
|
|
—
|
|
|||
(Gain) loss on sale of NuStar Energy L.P. common limited partner units in connection with unit-based compensation
|
—
|
|
|
(613
|
)
|
|
2,333
|
|
|||
Unit-based compensation expense
|
849
|
|
|
661
|
|
|
239
|
|
|||
Amortization of deferred debt costs
|
182
|
|
|
169
|
|
|
155
|
|
|||
Expense (benefit) for deferred income tax
|
1,837
|
|
|
(75
|
)
|
|
952
|
|
|||
Changes in current assets and liabilities (Note 8)
|
92
|
|
|
(3,336
|
)
|
|
296
|
|
|||
(Increase) decrease in long-term receivable from related party
|
—
|
|
|
(898
|
)
|
|
363
|
|
|||
Increase (decrease) in long-term liabilities
|
—
|
|
|
1,183
|
|
|
(647
|
)
|
|||
Net cash provided by operating activities
|
47,793
|
|
|
49,751
|
|
|
75,899
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Distributions in excess of equity in earnings from NuStar Energy L.P.
|
47,754
|
|
|
39,809
|
|
|
16,357
|
|
|||
Investment in NuStar Energy L.P.
|
(13,738
|
)
|
|
(842
|
)
|
|
(7,444
|
)
|
|||
Proceeds from sale of NuStar Energy L.P. common units in connection with unit-based compensation
|
—
|
|
|
1,319
|
|
|
5,935
|
|
|||
Net cash provided by investing activities
|
34,016
|
|
|
40,286
|
|
|
14,848
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from short-term debt borrowings
|
15,500
|
|
|
4,000
|
|
|
—
|
|
|||
Repayment of short-term debt
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to unitholders
|
(93,634
|
)
|
|
(93,590
|
)
|
|
(93,567
|
)
|
|||
Other, net
|
(460
|
)
|
|
(274
|
)
|
|
14
|
|
|||
Net cash used in financing activities
|
(81,594
|
)
|
|
(89,864
|
)
|
|
(93,553
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
215
|
|
|
173
|
|
|
(2,806
|
)
|
|||
Cash and cash equivalents as of the beginning of the period
|
207
|
|
|
34
|
|
|
2,840
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
422
|
|
|
$
|
207
|
|
|
$
|
34
|
|
|
Units
|
|
Members’
Equity
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
|
|||||||
Balance as of January 1, 2015
|
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
|
|
|||
Net income
|
—
|
|
|
86,775
|
|
|
—
|
|
|
86,775
|
|
|||
Other comprehensive income
|
—
|
|
|
—
|
|
|
3,052
|
|
|
3,052
|
|
|||
Distributions to unitholders
|
—
|
|
|
(93,634
|
)
|
|
—
|
|
|
(93,634
|
)
|
|||
Unit-based compensation
|
25,383
|
|
|
555
|
|
|
—
|
|
|
555
|
|
|||
Balance as of December 31, 2017
|
42,977,132
|
|
|
$
|
251,358
|
|
|
$
|
(10,822
|
)
|
|
$
|
240,536
|
|
•
|
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.
|
Units
|
|
Original Issuance Date
|
|
Number of Units Issued and Outstanding
|
|
Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|
Fixed Distribution Rate per Unit per Annum
|
|
Date at Which Distribution Rate Becomes Floating
|
|
Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|||
Series A
Preferred Units
|
|
November 25, 2016
|
|
9,060,000
|
|
8.50
|
%
|
|
$
|
2.125
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B
Preferred Units
|
|
April 28, 2017
|
|
15,400,000
|
|
7.625
|
%
|
|
$
|
1.90625
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C
Preferred Units
|
|
November 30, 2017
|
|
6,900,000
|
|
9.00
|
%
|
|
$
|
2.25
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Balance Sheet Information:
|
|
|
|
||||
Current assets
|
$
|
250,432
|
|
|
$
|
377,183
|
|
Property, plant and equipment, net
|
4,300,933
|
|
|
3,722,283
|
|
||
Goodwill
|
1,097,475
|
|
|
696,637
|
|
||
Other non-current assets
|
886,393
|
|
|
234,442
|
|
||
Total assets
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
Current liabilities
|
$
|
651,506
|
|
|
$
|
289,396
|
|
Long-term debt
|
3,263,069
|
|
|
3,014,364
|
|
||
Other non-current liabilities
|
140,569
|
|
|
115,168
|
|
||
Total liabilities
|
4,055,144
|
|
|
3,418,928
|
|
||
NuStar Energy partners’ equity
|
2,480,089
|
|
|
1,611,617
|
|
||
Total liabilities and partners’ equity
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Statement of Income Information:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
Operating income
|
$
|
336,278
|
|
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
305,946
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
774
|
|
|||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars, Except Percentage Data)
|
||||||
NuStar Energy’s partners’ equity
|
$
|
2,480,089
|
|
|
$
|
1,611,617
|
|
Less NuStar Energy’s preferred limited partners’ equity
|
756,603
|
|
|
218,400
|
|
||
NuStar Energy’s partners’ equity, excluding preferred limited partners’ equity
|
1,723,486
|
|
|
1,393,217
|
|
||
NuStar GP Holdings’ ownership interest in NuStar Energy
|
12.8
|
%
|
|
14.7
|
%
|
||
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity
|
220,606
|
|
|
204,803
|
|
||
Step-up in basis related to NuStar Energy’s assets and liabilities,
including equity method goodwill, and other
|
59,115
|
|
|
63,939
|
|
||
Investment in NuStar Energy
|
$
|
279,721
|
|
|
$
|
268,742
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
|
|
|
|
|
|
||||||
General partner interest
|
$
|
1,237
|
|
|
$
|
2,091
|
|
|
$
|
5,270
|
|
General partner incentive distribution rights
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
General partner’s interest in earnings and
incentive distributions of NuStar Energy
|
46,906
|
|
|
45,498
|
|
|
48,490
|
|
|||
Common limited partner interest in earnings of NuStar Energy
|
7,534
|
|
|
13,482
|
|
|
34,067
|
|
|||
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
|
$
|
51,556
|
|
|
$
|
56,096
|
|
|
$
|
79,673
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Expenses for payroll, employee benefit plans and unit-based compensation
|
$
|
32,053
|
|
|
$
|
201,852
|
|
Other expenses
|
$
|
121
|
|
|
$
|
484
|
|
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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
9,252
|
|
|
$
|
7,877
|
|
|
$
|
7,844
|
|
General partner incentive distribution rights
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Total general partner distribution
|
54,921
|
|
|
51,284
|
|
|
51,064
|
|
|||
Common limited partner distribution
|
44,740
|
|
|
44,699
|
|
|
45,073
|
|
|||
Total distributions to NuStar GP Holdings
|
99,661
|
|
|
95,983
|
|
|
96,137
|
|
|||
Public common limited partners’ distribution
|
362,941
|
|
|
297,899
|
|
|
296,067
|
|
|||
Total cash distributions
|
$
|
462,602
|
|
|
$
|
393,882
|
|
|
$
|
392,204
|
|
Cash distributions per unit applicable to common limited partners
|
4.38
|
|
|
4.38
|
|
|
4.38
|
|
Quarter Ended
|
|
Cash Distributions Per Common Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2017 (a)
|
|
$
|
1.095
|
|
|
$
|
115,267
|
|
|
February 8, 2018
|
|
February 13, 2018
|
September 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,084
|
|
|
November 9, 2017
|
|
November 14, 2017
|
June 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,083
|
|
|
August 7, 2017
|
|
August 11, 2017
|
March 31, 2017
|
|
$
|
1.095
|
|
|
$
|
117,168
|
|
|
May 8, 2017
|
|
May 12, 2017
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Receivable from related party, net
|
$
|
—
|
|
|
$
|
(993
|
)
|
|
$
|
1,134
|
|
Income tax receivable
|
198
|
|
|
909
|
|
|
(1
|
)
|
|||
Other receivables
|
(26
|
)
|
|
(32
|
)
|
|
22
|
|
|||
Other current assets
|
(44
|
)
|
|
(117
|
)
|
|
(8
|
)
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Payable to related party
|
(112
|
)
|
|
—
|
|
|
—
|
|
|||
Accounts payable
|
2
|
|
|
(222
|
)
|
|
16
|
|
|||
Accrued compensation expense
|
—
|
|
|
(1,339
|
)
|
|
(954
|
)
|
|||
Accrued liabilities
|
40
|
|
|
120
|
|
|
(97
|
)
|
|||
Taxes other than income tax
|
34
|
|
|
(1,662
|
)
|
|
184
|
|
|||
Changes in current assets and current liabilities
|
$
|
92
|
|
|
$
|
(3,336
|
)
|
|
$
|
296
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest
|
$
|
1,395
|
|
|
$
|
890
|
|
|
$
|
736
|
|
Cash refunded for income tax, net
|
$
|
(198
|
)
|
|
$
|
(900
|
)
|
|
$
|
(50
|
)
|
•
|
Adjustments to our investment in NuStar Energy and accumulated other comprehensive income (loss) through recognition of our proportionate share of NuStar Energy’s accumulated other comprehensive income (loss); and
|
•
|
Prior to the Employee Transfer, pension funding adjustments recognized in accumulated other comprehensive income (loss).
|
|
Share of
NuStar
Energy’s Other
Comprehensive
(Loss) Income
|
|
Pension and
Other
Postretirement
Benefit Plan
Adjustments
|
|
Total
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of January 1, 2015
|
$
|
(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
|
)
|
|||
Other comprehensive income before reclassification adjustments
|
3,052
|
|
|
—
|
|
|
3,052
|
|
|||
Balance as of December 31, 2017
|
$
|
(10,822
|
)
|
|
$
|
—
|
|
|
$
|
(10,822
|
)
|
(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 Note 5.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Cash distributions per unit
|
$
|
2.18
|
|
|
$
|
2.18
|
|
|
$
|
2.18
|
|
Total cash distributions
|
$
|
93,649
|
|
|
$
|
93,601
|
|
|
$
|
93,561
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2017 (a)
|
|
$
|
0.545
|
|
|
$
|
23,423
|
|
|
February 8, 2018
|
|
February 15, 2018
|
September 30, 2017
|
|
$
|
0.545
|
|
|
$
|
23,409
|
|
|
November 9, 2017
|
|
November 16, 2017
|
June 30, 2017
|
|
$
|
0.545
|
|
|
$
|
23,408
|
|
|
August 7, 2017
|
|
August 15, 2017
|
March 31, 2017
|
|
$
|
0.545
|
|
|
$
|
23,409
|
|
|
May 8, 2017
|
|
May 16, 2017
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
|
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, 2015
|
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
|
|
Granted
|
45,965
|
|
|
22,042
|
|
|
68,007
|
|
|
$
|
15.40
|
|
Vested
|
(19,890
|
)
|
|
(11,282
|
)
|
|
(31,172
|
)
|
|
$
|
27.10
|
|
Balance as of December 31, 2017
|
97,207
|
|
|
34,402
|
|
|
131,609
|
|
|
$
|
20.49
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Unit Data)
|
||||||||||
DERs paid to restricted unitholders
|
$
|
206
|
|
|
$
|
167
|
|
|
$
|
129
|
|
Fair value of restricted units that vested during the period
|
$
|
477
|
|
|
$
|
700
|
|
|
$
|
379
|
|
Units issued for settlement of awards vested, net of employee tax withholding requirements
|
25,383
|
|
|
21,200
|
|
|
17,272
|
|
|
|
|
Awards Granted
|
|||||
|
|
|
Year Ended December 31,
|
|||||
|
|
Vesting
|
|
2016
|
|
2015
|
||
2000 LTIP:
|
|
|
|
|
|
|
||
Performance units
|
|
(a)
|
|
47,646
|
|
|
29,633
|
|
Restricted units
|
|
1/5 per year
|
|
—
|
|
|
250,563
|
|
Restricted units (grants to non-employee directors of NuStar GP, LLC)
|
|
1/3 per year
|
|
—
|
|
|
7,553
|
|
(a)
|
Performance units vest 1/3 per year if certain performance measures are met, as defined in the award agreements.
|
|
Year Ended December 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
|||||||||||
Long-term incentive plan compensation expense charged to NuStar Energy
|
|
$
|
—
|
|
|
$
|
490
|
|
|
$
|
6,397
|
|
Expenses resulting from NuStar GP Holdings awards
|
|
$
|
849
|
|
|
$
|
661
|
|
|
$
|
239
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. state
|
(1
|
)
|
|
(9
|
)
|
|
51
|
|
|||
Total current
|
(1
|
)
|
|
(9
|
)
|
|
51
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(1,858
|
)
|
|
76
|
|
|
(940
|
)
|
|||
U.S. state
|
21
|
|
|
(1
|
)
|
|
(12
|
)
|
|||
Total deferred
|
(1,837
|
)
|
|
75
|
|
|
(952
|
)
|
|||
Total income tax (expense) benefit
|
$
|
(1,838
|
)
|
|
$
|
66
|
|
|
$
|
(901
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Capital loss
|
$
|
807
|
|
|
$
|
1,344
|
|
Net operating loss
|
3,131
|
|
|
5,239
|
|
||
Foreign tax credits
|
74
|
|
|
74
|
|
||
Other
|
137
|
|
|
80
|
|
||
Total deferred income tax assets
|
4,149
|
|
|
6,737
|
|
||
Less: Valuation allowance
|
(881
|
)
|
|
(1,418
|
)
|
||
Net deferred income tax assets
|
3,268
|
|
|
5,319
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Investment in Riverwalk Logistics, L.P. and NuStar Energy
|
(19
|
)
|
|
(233
|
)
|
||
|
|
|
|
||||
Total net deferred income tax assets
|
$
|
3,249
|
|
|
$
|
5,086
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2017:
|
|
||||||||||||||||||
Net income
|
$
|
16,992
|
|
|
$
|
51,311
|
|
|
$
|
11,030
|
|
|
$
|
7,442
|
|
|
$
|
86,775
|
|
Net income per unit
|
0.39
|
|
|
1.19
|
|
|
0.26
|
|
|
0.17
|
|
|
2.01
|
|
|||||
Cash distributions per unit
|
0.545
|
|
|
0.545
|
|
|
0.545
|
|
|
0.545
|
|
|
2.180
|
|
|||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
16,676
|
|
|
$
|
15,073
|
|
|
$
|
17,320
|
|
|
$
|
5,999
|
|
|
$
|
55,068
|
|
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
|
|
(a)
|
Management’s Report on Internal Control over Financial Reporting.
|
Name
|
|
Age
|
|
Position Held with NuStar GP Holdings
|
|
Director
Class
(1)
|
William E. Greehey
|
|
81
|
|
Chairman of the Board
|
|
I
|
Bradley C. Barron
|
|
52
|
|
President, Chief Executive Officer and Director
|
|
II
|
William B. Burnett
|
|
68
|
|
Director
|
|
II
|
James F. Clingman, Jr.
|
|
80
|
|
Director
|
|
III
|
Jelynne LeBlanc-Burley
|
|
57
|
|
Director
|
|
I
|
Mary Rose Brown
|
|
61
|
|
Executive Vice President and Chief Administrative Officer
|
|
|
Thomas R. Shoaf
|
|
59
|
|
Executive Vice President and Chief Financial Officer
|
|
|
Jorge A. del Alamo
|
|
48
|
|
Senior Vice President and Controller
|
|
|
Daniel S. Oliver
|
|
51
|
|
Senior Vice President-Marketing and Business Development
|
|
|
Amy L. Perry
|
|
49
|
|
Senior Vice President, General Counsel-Corporate & Commercial Law and Corporate Secretary
|
|
|
Karen M. Thompson
|
|
50
|
|
Senior Vice President and General Counsel-Litigation, Regulatory & Environmental
|
|
|
Michael Truby
|
|
58
|
|
Senior Vice President-Operations
|
|
|
(1)
|
The terms of the Class I, II and III directors expire at our 2019, 2020 and 2018 annual meetings of unitholders, respectively. As described below in Item 13, on February 7, 2018, NuStar GP Holdings, NuStar Energy, Riverwalk Logistics, L.P., NuStar GP, LLC, Riverwalk Holdings, LLC and Marshall Merger Sub LLC, a wholly owned subsidiary of NuStar Energy (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which Merger Sub will merge with and into NuStar GP Holdings with NuStar GP Holdings being the surviving entity (the Merger), such that NuStar Energy will be the sole member of NuStar GP Holdings following the Merger. After the Merger, Mr. Burnett, Mr. Clingman and Ms. LeBlanc-Burley are expected to serve as members of the NuStar GP, LLC board of directors and the six members of the NuStar GP, LLC board of directors immediately prior to the effective time of the Merger (including Mr. Greehey and Mr. Barron) will continue to serve as members of the NuStar GP, LLC board of directors following the Merger. Please refer to Item 13 for further discussion of the Merger.
|
•
|
Bradley C. Barron, President and Chief Executive Officer;
|
•
|
Thomas R. Shoaf, Executive Vice President and Chief Financial Officer;
|
•
|
Mary Rose Brown, Executive Vice President and Chief Administrative Officer;
|
•
|
Daniel S. Oliver, Senior Vice President-Marketing and Business Development; and
|
•
|
Michael Truby, Senior Vice President-Operations.
|
Officer
|
Value of NuStar GP Holdings Common Units and/or NuStar Energy Units Owned
|
|
CEO/President
|
4.0x base salary
|
|
EVP serving on CEO’s officer committee
|
3.0x base salary
|
|
SVP serving on CEO’s officer committee
|
2.0x base salary
|
|
VP serving on CEO’s officer committee
|
1.0x base salary
|
|
•
|
units owned directly;
|
•
|
units owned indirectly through possession of the right to sell, transfer and/or vote such units; and
|
•
|
unvested restricted or phantom units granted under our LTI Plan or NuStar GP, LLC’s long-term incentive plan.
|
•
|
Summary Compensation Table (with respect to 2017 and 2016 only);
|
•
|
Grants of Plan-Based Awards During the Year Ended December 31, 2017;
|
•
|
Outstanding Equity Awards at December 31, 2017; and
|
•
|
Option Exercises and Units Vested During the Year Ended December 31, 2017.
|
•
|
Pension Benefits For the Year Ended December 31, 2017;
|
•
|
Nonqualified Deferred Compensation For the Year Ended December 31, 2017; and
|
•
|
Potential Payments Upon Termination or Change of Control.
|
Name and Principal Position
|
Year
|
Unit
Awards ($)
(1)
|
Total ($)
|
Bradley C. Barron
President and Chief Executive Officer
|
2017
|
208,380
|
208,380
|
2016
|
226,350
|
226,350
|
|
Thomas R. Shoaf
Executive Vice President and Chief Financial Officer
|
2017
|
91,240
|
91,240
|
2016
|
101,606
|
101,606
|
|
Mary Rose Brown
Executive Vice President and Chief Administrative Officer
|
2017
|
98,282
|
98,282
|
2016
|
109,403
|
109,403
|
|
Daniel S. Oliver
Senior Vice President-Marketing and Business Development
|
2017
|
57,749
|
57,749
|
Michael Truby
Senior Vice President-Operations
|
2017
|
53,680
|
53,680
|
(1)
|
The amounts reported represent the grant date fair value of grants of NuStar GP Holdings restricted units. The grant date fair value for restricted units was determined by multiplying the number of NuStar GP Holdings restricted units that were granted by the NYSE closing unit price of NuStar GP Holdings common units on the date of grant. Please see the footnotes to the Grants of Plan-Based Awards During the Year Ended December 31, 2017 table below for information regarding the vesting schedule. For information regarding the assumptions made in the valuation of restricted units, see Note 12 of the Notes to the Consolidated Financial Statements in Item 8.
|
•
|
the median of the annual total compensation of all of our employees (other than our President and Chief Executive Officer) was $46,481; and
|
•
|
the annual total compensation of our President and Chief Executive Officer, as reported in the Summary Compensation Table above, was $208,380.
|
Name
|
Grant Date
|
Date of Approval by Compensation Committee of
Equity-Based Awards
|
All Other Unit Awards:
Number of Units (#)
|
Grant Date Fair Value of Unit Awards ($)
|
|||||
Barron
|
11/16/2017
|
(1)
|
10/18/2017
|
|
13,315
|
|
208,380
|
(2)
|
|
Shoaf
|
11/16/2017
|
(1)
|
10/18/2017
|
|
5,830
|
|
91,240
|
(2)
|
|
Brown
|
11/16/2017
|
(1)
|
10/18/2017
|
|
6,280
|
|
98,282
|
(2)
|
|
Oliver
|
11/16/2017
|
(1)
|
10/18/2017
|
|
3,690
|
|
57,749
|
(2)
|
|
Truby
|
11/16/2017
|
(1)
|
10/18/2017
|
|
3,430
|
|
53,680
|
(2)
|
(1)
|
NuStar GP Holdings restricted units were approved by our Compensation Committee on October 18, 2017, and the grant date for these restricted units was set at that time for the date that was as soon as administratively practicable after the meeting and no earlier than the third business day following our third quarter earnings release. The restricted units were awarded pursuant to the LTI Plan and vest 1/5 annually over five years beginning on the first anniversary of the grant date. All grantees receiving NuStar GP Holdings restricted units are entitled to receive an amount in cash equal to the product of (a) the number of restricted units granted to the grantee that remain outstanding and unvested as of the record date for such quarter and (b) the quarterly distribution declared by our Board for such quarter with respect to our common units.
|
(2)
|
The grant date fair value for restricted units was determined by multiplying the number of NuStar GP Holdings restricted units that were granted by the NYSE closing unit price of our common units on the date of grant, $15.65.
|
Name
|
Unit Awards
|
||
Number of Units
That Have Not Vested (#)
|
Market Value of Units
That Have Not Vested ($)
|
||
Barron
|
27,505
(1)
|
431,829
|
|
Shoaf
|
12,551
(2)
|
197,051
|
|
Brown
|
13,709
(3)
|
215,231
|
|
Oliver
|
8,924
(4)
|
140,107
|
|
Truby
|
6,259
(5)
|
98,266
|
|
(1)
|
Mr. Barron’s restricted units consist of: 688 restricted units granted December 16, 2013; 1,922 restricted units granted December 19, 2014; 4,380 restricted units granted November 16, 2015; 7,200 restricted units granted November 16, 2016; and 13,315 restricted units granted November 16, 2017. All of Mr. Barron’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(2)
|
Mr. Shoaf’s restricted units consist of: 461 restricted units granted December 16, 2013; 970 restricted units granted December 19, 2014; 2,058 restricted units granted November 16, 2015; 3,232 restricted units granted November 16, 2016; and 5,830 restricted units granted November 16, 2017. All of Mr. Shoaf’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(3)
|
Ms. Brown’s restricted units consist of: 688 restricted units granted December 16, 2013; 1,044 restricted units granted December 19, 2014; 2,217 restricted units granted November 16, 2015; 3,480 restricted units granted November 16, 2016; and 6,280 restricted units granted November 16, 2017. All of Ms. Brown’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(4)
|
Mr. Oliver’s restricted units consist of: 486 restricted units granted December 16, 2013; 736 restricted units granted December 19, 2014; 1,560 restricted units granted November 16, 2015; 2,452 restricted units granted November 16, 2016; and 3,690 restricted units granted November 16, 2017. All of Mr. Oliver’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
(5)
|
Mr. Truby’s restricted units consist of: 1,101 restricted units granted November 16, 2015; 1,728 restricted units granted November 16, 2016; and 3,430 restricted units granted November 16, 2017. All of Mr. Truby’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.
|
|
Unit Awards
|
||
Name
|
Number of Units
Acquired on Vesting (#)
|
Value Realized
on Vesting ($)
(1)
|
|
Barron
|
5,387
(2)
|
82,239
|
|
Shoaf
|
2,764
(3)
|
42,050
|
|
Brown
|
3,335
(4)
|
50,586
|
|
Oliver
|
2,352
(5)
|
35,674
|
|
Truby
|
799
(6)
|
12,504
|
|
(1)
|
The value realized on vesting of restricted units was calculated by multiplying the closing price of our common units on the NYSE on the date of vesting (or the preceding trading day, in the case of the December 16, 2017 vesting date, which was not a trading day on the NYSE) by the number of units vested. The closing prices on the applicable dates are as follows:
|
Date
|
Closing Price ($)
|
November 16, 2017
|
15.65
|
December 15, 2017
|
15.05
|
December 19, 2017
|
14.50
|
(2)
|
Mr. Barron’s restricted units vested in 2017 as follows: 3,260 units on November 16, 2017; 688 units on December 16, 2017; and 1,439 units on December 19, 2017.
|
(3)
|
Mr. Shoaf’s restricted units vested in 2017 as follows: 1,494 units on November 16, 2017; 461 units on December 16, 2017; and 809 units on December 19, 2017.
|
(4)
|
Ms. Brown’s restricted units vested in 2017 as follows: 1,609 units on November 16, 2017; 688 units on December 16, 2017; and 1,038 units on December 19, 2017.
|
(5)
|
Mr. Oliver’s restricted units vested in 2017 as follows: 1,133 units on November 16, 2017; 486 units on December 16, 2017; and 733 units on December 19, 2017.
|
(6)
|
Mr. Truby’s restricted units vested on November 16, 2017.
|
Name
|
Fees
Earned or Paid
in Cash
($)
(1)
|
Unit
Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
(3)
|
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(3)
|
All Other
Compensation
($)
|
TOTAL
($)
|
||
William E. Greehey
|
109,583
|
104,996
|
—
|
|
N/A
|
—
|
|
214,579
|
Bradley C. Barron
|
(4)
|
(4)
|
(4)
|
|
(4)
|
(4)
|
|
(4)
|
William B. Burnett
|
95,083
|
79,987
|
—
|
|
N/A
|
—
|
|
175,070
|
James F. Clingman, Jr.
|
95,183
|
79,987
|
—
|
|
N/A
|
—
|
|
175,170
|
Jelynne LeBlanc-Burley
|
80,683
|
79,987
|
—
|
|
N/A
|
—
|
|
160,670
|
(1)
|
The amounts disclosed in this column exclude reimbursement for expenses for transportation to and from Board meetings and lodging while attending meetings.
|
(2)
|
The amounts reported represent the grant date fair value for the November 16, 2017 grant of NuStar GP Holdings restricted units to our non-employee directors (6,709 restricted units for Mr. Greehey, as Chairman, and 5,111 restricted units for each of the other non-employee directors) based on the closing price of our common units on the NYSE on November 16, 2017 ($15.65). Restricted units are contractual obligations of NuStar GP Holdings to provide common units upon vesting. For information regarding the assumptions made in the valuation of restricted units, see Note 12 of the Notes to the Consolidated Financial Statements in Item 8.
|
Name
|
Aggregate # of Restricted Units
|
|
Mr. Greehey
|
10,558
|
|
Mr. Barron
(a)
|
27,505
|
|
Mr. Burnett
|
7,948
|
|
Mr. Clingman
|
7,948
|
|
Ms. LeBlanc-Burley
|
7,948
|
|
(a)
|
Mr. Barron is not compensated for his service as a director. The units in the table were awarded in connection with his service as President and Chief Executive Officer of NuStar GP, LLC and NuStar Services Co, as described under “Compensation Discussion and Analysis”
above.
|
(3)
|
Our non-employee directors do not participate in these plans. Prior to March 1, 2016, pension and benefit plans were maintained by our wholly owned subsidiary, NuStar GP, LLC, and costs incurred by us related to pension and other retirement benefit plans were reimbursed by NuStar Energy. Beginning March 1, 2016, these plans are maintained by NuStar Services Co, a wholly owned subsidiary of NuStar Energy, and funding for these plans is provided by NuStar Services Co.
|
(4)
|
Mr. Barron was not compensated for his service as a director of NuStar GP Holdings.
|
Non-Employee Director Compensation Component
|
Amount
|
|
Annual Cash Retainer ($)
|
60,000
|
|
Annual Restricted Unit Grant ($ value of restricted units)
|
80,000
|
|
Per Meeting Fees (in-person attendance) ($)
|
1,500
|
|
Per Meeting Fees (telephonic attendance) ($)
|
500
|
|
Annual Audit Committee Chair Additional Retainer ($)
|
10,000
|
|
Annual Compensation and Nominating/Governance Committee Chair Additional Retainers ($)
|
5,000
|
|
Annual Chairman of the Board Retainer ($25,000 value in restricted units/$50,000 cash)
|
75,000
|
|
|
|
|
|
NuStar GP Holdings, LLC
|
|
NuStar Energy L.P.
|
||||||||
Name of Beneficial Owner
(1)
|
|
Number Beneficially Owned
(2)
|
|
Percentage Beneficially Owned
(2)
|
|
Number Beneficially Owned
(2)
|
|
Percentage Beneficially Owned
(2)
|
||||
William E. Greehey
(3)
|
|
9,178,320
|
|
21.4
|
%
|
|
3,480,533
|
|
|
3.7
|
|
%
|
Bradley C. Barron
|
|
31,540
|
|
*
|
|
53,640
|
|
|
*
|
|||
William B. Burnett
|
|
23,298
|
|
*
|
|
—
|
|
|
*
|
|||
James F. Clingman, Jr.
|
|
40,893
|
|
*
|
|
—
|
|
|
*
|
|||
Jelynne LeBlanc-Burley
|
|
9,558
|
|
*
|
|
—
|
|
|
*
|
|||
Mary Rose Brown
|
|
46,977
|
|
*
|
|
59,125
|
|
|
*
|
|||
Thomas R. Shoaf
|
|
12,022
|
|
*
|
|
25,137
|
|
|
*
|
|||
Daniel S. Oliver
|
|
12,920
|
|
*
|
|
30,628
|
|
|
*
|
|||
Michael Truby
|
|
1,028
|
|
*
|
|
16,633
|
|
|
*
|
|||
|
|
|
|
|
|
|
|
|
||||
All directors and executive officers as a group (12 people)
(3)
|
|
9,360,098
|
|
21.8
|
%
|
|
3,699,110
|
|
|
4.0
|
|
%
|
*
|
Indicates that the percentage of beneficial ownership does not exceed 1% of the class.
|
(1)
|
The business address for all beneficial owners listed above is 19003 IH-10 West, San Antonio, Texas 78257.
|
(2)
|
As of February 20, 2018, 42,953,132 NuStar GP Holdings common units and 93,182,030 NuStar Energy common units were outstanding. Beneficial ownership is calculated in accordance with Rule 13d-3 of the Exchange Act. Phantom units (which we refer to as “restricted units” for purposes of this Annual Report) awarded under our long-term incentive plan and restricted units awarded under NuStar GP, LLC’s long-term incentive plan are rights to receive NuStar GP Holdings common units or NuStar Energy common units, respectively, upon vesting and, as such, may not be disposed of or voted until vested. The restricted units do not vest within 60 days after February 20, 2018. Accordingly, the restricted units set forth in the table below are not included in the calculation of beneficial ownership pursuant to Rule 13d-3 and are not reflected in the table above. As described below in Item 13, on February 7, 2018, we, NuStar Energy, Riverwalk Logistics, L.P., NuStar GP, LLC, Riverwalk Holdings, LLC and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into NuStar GP Holdings with NuStar GP Holdings being the surviving entity, such that NuStar Energy will be the sole member of NuStar GP Holdings following the Merger. At the effective time of the Merger, each NuStar GP Holdings common unit outstanding will be converted into the right to receive 0.55 of a NuStar Energy common unit and each award of NuStar GP Holdings restricted units will be converted into an award of NuStar Energy restricted units, in each case as provided in the Merger Agreement.
|
|
|
Restricted Units Not Reflected in Table Above
|
|||
Name
|
|
NuStar GP Holdings, LLC
|
|
NuStar Energy L.P.
|
|
William E. Greehey
|
|
10,558
|
|
6,336
|
|
Bradley C. Barron
|
|
27,505
|
|
35,272
|
|
William B. Burnett
|
|
7,948
|
|
—
|
|
James F. Clingman, Jr.
|
|
7,948
|
|
—
|
|
Jelynne LeBlanc-Burley
|
|
7,948
|
|
—
|
|
Mary Rose Brown
|
|
13,709
|
|
17,607
|
|
Thomas R. Shoaf
|
|
12,551
|
|
16,102
|
|
Daniel S. Oliver
|
|
8,924
|
|
11,479
|
|
Michael Truby
|
|
6,259
|
|
9,650
|
|
|
|
|
|
|
|
All directors and executive officers as a group (12 people)
|
|
121,514
|
|
120,959
|
|
(3)
|
The number of NuStar GP Holdings common units shown as beneficially owned by Mr. Greehey and by all directors and executive officers as a group includes 385,889 NuStar GP Holdings common units owned indirectly by Mr. Greehey through a limited liability company.
|
Name and Address of Beneficial Owner
|
|
Number of Common Units Beneficially Owned
|
|
Percentage of Common Units Beneficially Owned
(1)
|
||
William E. Greehey
(2)
|
|
9,178,320
|
|
|
21.4
|
%
|
Neuberger Berman Group LLC
(3)
|
|
6,503,281
|
|
|
15.1
|
%
|
OppenheimerFunds, Inc.
(4)
|
|
4,719,654
|
|
|
11.0
|
%
|
(1)
|
As of December 31, 2017, there were 42,977,132 common units issued and outstanding.
|
(2)
|
Mr. Greehey is Chairman of our Board, and his business address is 19003 IH-10 West, San Antonio, Texas 78257. The number of common units shown for Mr. Greehey is as February 20, 2018 and includes 385,889 common units owned indirectly by Mr. Greehey through a limited liability company.
|
(3)
|
As reported on a Schedule 13G/A filed on February 15, 2018, Neuberger Berman Group LLC and its affiliates may be deemed to beneficially own 6,503,281common units because they or certain affiliated persons have shared dispositive power with respect to 6,503,281 common units and shared voting power with respect to 6,249,885 common units of unrelated clients. Neuberger Berman Group LLC and its affiliates disclaim beneficial ownership of the common units pursuant to Rule 13d-4 of the Exchange Act. The business address for Neuberger Berman Group LLC and its affiliates is 1290 Avenue of the Americas, New York, New York 10104.
|
(4)
|
As reported on a Schedule 13G/A filed on February 6, 2018, OppenheimerFunds, Inc. (OFI) is an investment adviser that may be deemed to beneficially own, and has shared voting and dispositive power with respect to, 4,719,654 common units. OFI’s business address is 225 Liberty Street, New York, New York 10281.
|
Plan categories
|
|
Number of securities to
be issued upon exercise of outstanding unit options, warrants and rights (#)
|
|
Weighted-average exercise price of outstanding unit options, warrants and rights ($)
(1)
|
|
Number of securities
remaining for future issuance under
equity compensation plans (#)
|
|||
Equity Compensation Plans approved by security
holders
(2)
|
|
131,609
|
|
|
—
|
|
|
1,391,259
|
|
Equity Compensation Plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
No value is included in this column because there were no unit options outstanding as of December 31, 2017 and because restricted units do not have an exercise price.
|
(2)
|
The information in this row relates to the LTI Plan.
|
•
|
the general partner interest in NuStar Energy, through our indirect 100% ownership interest in Riverwalk Logistics, L.P.;
|
•
|
100% of NuStar Energy’s incentive distribution rights; and
|
•
|
10,214,626 common units of NuStar Energy.
|
•
|
is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;
|
•
|
consists of charitable contributions by us to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years;
|
•
|
consists of charitable contributions by us to any organization with which a director, or any member of a director’s immediate family, is affiliated as an officer, director or trustee pursuant to a matching gift program of ours and made on terms applicable to employees and directors generally, or is in amounts that do not exceed $250,000 per year; and
|
•
|
is not required to be disclosed in this Annual Report on Form 10-K.
|
Category of Service
|
|
2017
|
|
2016
|
|||
Audit fees
(1)
|
|
$
|
98,000
|
|
|
$98,000
|
|
Audit-related fees
|
|
—
|
|
|
—
|
|
|
Tax fees
|
|
—
|
|
|
—
|
|
|
All other fees
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
98,000
|
|
|
$98,000
|
|
(1)
|
Audit fees for 2017 and 2016 were for professional services rendered by KPMG in connection with the audits of our annual financial statements for the years ended December 31, 2017 and 2016, respectively, included in our Annual Reports on Form 10-K, reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q, the audit of the effectiveness of our internal control over financial reporting as of December 31, 2017 and 2016, respectively, and related services that are normally provided by the principal auditor (
e.g.,
comfort letters and assistance with review of documents filed with the SEC).
|
(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:
|
|
|
|
Management’s Report on Internal Control over Financial Reporting
|
|
|
|
|
Report of Independent Registered Public Accounting Firm (KPMG LLP)
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015
|
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015
|
|
|
|
|
Consolidated Statements of Members’ Equity for the Years Ended December 31, 2017, 2016 and 2015
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
(2
|
)
|
|
Financial Statement Schedules and Other Financial Information.
No financial statement schedules are submitted because either they are inapplicable or because the required information is included in the consolidated financial statements or notes thereto.
|
|
(3
|
)
|
|
Exhibits.
|
|
|
|
The following are filed or furnished, as applicable, as part of this Form 10-K:
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
2.01
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed February 8, 2018 (File No. 001-32940), Exhibit 2.1
|
|
|
|
|
|
|
|
3.01
|
|
|
|
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
|
|
|
|
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
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed March 27, 2007 (File No. 001-32940), Exhibit 3.01
|
|
|
|
|
|
|
|
3.04
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed July 25, 2006 (File No. 001-32940), Exhibit 3.01
|
|
|
|
|
|
|
|
3.05
|
|
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-32940), Exhibit 3.01
|
|
|
|
|
|
|
|
4.01
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.3
|
|
|
|
|
|
|
|
4.02
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 27, 2007 (File No. 001-16417), Exhibit 3.01
|
|
|
|
|
|
|
|
4.03
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 30, 2017 (File No. 001-16417), Exhibit 3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
4.04
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.8
|
|
|
|
|
|
|
|
4.05
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.7
|
|
|
|
|
|
|
|
4.11
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.16
|
|
|
|
|
|
|
|
4.12
|
|
|
|
NuStar Energy L.P.’s Registration Statement on Form S-1 filed August 14, 2000 (File No. 333-43668), Exhibit 3.9
|
|
|
|
|
|
|
|
4.13
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2001 (File No. 001-16417), Exhibit 3.14
|
|
|
|
|
|
|
|
4.14
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 3.01
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
4.19
|
|
|
|
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
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed July 3, 2013 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
|
10.02
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed June 23, 2014 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
|
10.03
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed June 19, 2015 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
|
10.04
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed June 16, 2016 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
|
10.05
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed June 27, 2017 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
|
10.06
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 15, 2002 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
10.07
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2005 (File No. 001-16417), Exhibit 4.02
|
|
|
|
|
|
|
|
10.08
|
|
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-32940), Exhibit 4.23
|
|
|
|
|
|
|
|
10.09
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 4, 2008 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.10
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 16, 2010 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
10.11
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed February 7, 2012 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
10.12
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 23, 2013 (File No. 001-16417), Exhibit 4.3
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 28, 2017 (File No. 001-16417), Exhibit 4.4
|
|
|
|
|
|
|
10.14
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.1
|
|
|
|
|
|
|
|
10.15
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 22, 2013 (File No. 001-16417), Exhibit 4.2
|
|
|
|
|
|
|
|
10.16
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed October 31, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.17
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.18
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 22, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.19
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 22, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.20
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 21, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.21
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 12, 2012 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.22
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed July 6, 2012 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.23
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.10
|
|
|
|
|
|
|
|
10.24
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.11
|
|
|
|
|
|
|
|
10.25
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.12
|
|
|
|
|
|
|
|
10.26
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2014 (File No. 001-16417), Exhibit 10.13
|
|
|
|
|
|
|
|
10.27
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.28
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2015 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.29
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.30
|
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.03
|
|
|
|
|
|
|
10.31
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed December 30, 2010 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.32
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 9, 2014 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.33
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.3
|
|
|
|
|
|
|
|
10.34
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2015 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.35
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2016 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.36
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended June 30, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.37
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 10, 2011 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
10.38
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed June 11, 2013 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.39
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed November 6, 2014 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.40
|
|
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.41
|
|
|
|
NuStar Energy L.P.'s Current Report on Form 8-K filed June 19, 2015 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.42
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.26
|
|
|
|
|
|
|
|
10.43
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 20, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
10.44
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed September 20, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
+10.45
|
|
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended June 30, 2007 (File No. 001-32940), Exhibit 10.04
|
|
|
|
|
|
|
|
+10.46
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.47
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed January 5, 2011 (File No. 001-32940), Exhibit 10.03
|
|
|
|
|
|
|
|
+10.48
|
|
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-32940), Exhibit 10.30
|
|
|
|
|
|
|
|
+10.49
|
|
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-32940), Exhibit 10.40
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
+10.50
|
|
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-32940), Exhibit 10.42
|
|
|
|
|
|
|
|
+10.51
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.52
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.53
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed January 31, 2012 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
+10.54
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2013 (File No. 001-16417), Exhibit 10.15
|
|
|
|
|
|
|
|
+10.55
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.28
|
|
|
|
|
|
|
|
+10.56
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.01
|
|
|
|
|
|
|
|
+10.57
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2016 (File No. 001-16417), Exhibit 10.31
|
|
|
|
|
|
|
|
+10.58
|
|
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2006 (File No. 001-32940), Exhibit 10.57
|
|
|
|
|
|
|
|
+10.59
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed August 4, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
+10.60
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.61
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.62
|
|
|
|
*
|
|
|
|
|
|
|
|
+10.63
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2015 (File No. 001-16417), Exhibit 10.45
|
|
|
|
|
|
|
|
+10.64
|
|
|
|
NuStar GP Holdings, LLC’s Annual Report on Form 10-K for year ended December 31, 2008 (File No. 001-32940), Exhibit 10.16
|
|
|
|
|
|
|
|
+10.65
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended March 31, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
10.66
|
|
|
|
NuStar GP Holdings, LLC’s Registration Statement on Form S-1 filed March 31, 2006 (File No. 333-132917), Exhibit 10.14
|
|
|
|
|
|
|
|
10.67
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed July 25, 2006 (File No. 001-32940), Exhibit 10.03
|
|
|
|
|
|
|
|
10.68
|
|
|
|
NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for quarter ended March 31, 2008 (File No. 001-32940), Exhibit 10.01
|
|
|
|
|
|
|
|
10.69
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.2
|
|
|
|
|
|
|
|
10.70
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed March 1, 2016 (File No. 001-16417), Exhibit 10.1
|
|
|
|
|
|
|
|
10.71
|
|
|
|
NuStar Energy L.P.’s Annual Report on Form 10-K for year ended December 31, 2009 (File No. 001-16417), Exhibit 10.24
|
|
|
|
|
|
|
|
10.72
|
|
|
|
NuStar Energy L.P.’s Quarterly Report on Form 10-Q for quarter ended September 30, 2017 (File No. 001-16417), Exhibit 10.02
|
|
|
|
|
|
|
|
10.73
|
|
|
|
|
NuStar Energy L.P.’s Current Report on Form 8-K filed April 11, 2017 (File No. 001-16417), Exhibit 2.1
|
|
|
|
|
|
|
10.74
|
|
|
|
NuStar GP Holdings, LLC’s Current Report on Form 8-K filed February 8, 2018 (File No. 001-32940), Exhibit 10.1
|
|
|
|
|
|
|
|
21.01
|
|
|
|
*
|
|
|
|
|
|
|
|
23.01
|
|
|
|
*
|
|
23.02
|
|
|
|
*
|
|
|
|
|
|
|
|
24.01
|
|
|
|
*
|
|
|
|
|
|
|
|
31.01
|
|
|
|
*
|
|
|
|
|
|
|
|
31.02
|
|
|
|
*
|
|
|
|
|
|
|
|
32.01
|
|
|
|
**
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
to the Following Document
|
|
|
|
|
|
|
|
32.02
|
|
|
|
**
|
|
|
|
|
|
|
|
99.01
|
|
|
|
*
|
|
|
|
|
|
|
|
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 28, 2018
|
|
|
By:
|
/s/ Thomas R. Shoaf
|
|
|
|
Thomas R. Shoaf
|
|
Executive Vice President and Chief Financial Officer
|
|
February 28, 2018
|
|
|
By:
|
/s/ Jorge A. del Alamo
|
|
|
|
Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 28, 2018
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ William E. Greehey
|
|
Chairman of the Board
|
|
February 28, 2018
|
William E. Greehey
|
|
|
|
|
|
|
|
|
|
/s/ Bradley C. Barron
|
|
President, Chief Executive
|
|
February 28, 2018
|
Bradley C. Barron
|
|
Officer and Director
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Thomas R. Shoaf
|
|
Executive Vice President and
|
|
February 28, 2018
|
Thomas R. Shoaf
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Jorge A. del Alamo
|
|
Senior Vice President and Controller
|
|
February 28, 2018
|
Jorge A. del Alamo
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ William B. Burnett
|
|
Director
|
|
February 28, 2018
|
William B. Burnett
|
|
|
|
|
|
|
|
|
|
/s/ James F. Clingman
|
|
Director
|
|
February 28, 2018
|
James F. Clingman
|
|
|
|
|
|
|
|
|
|
/s/ Jelynne LeBlanc-Burley
|
|
Director
|
|
February 28, 2018
|
Jelynne LeBlanc-Burley
|
|
|
|
|
1.
|
Section 2 of the Plan is hereby amended to add the following new sentence at the end of the definition of “Change of Control” as follows:
|
2.
|
Except as hereby modified, the Plan shall remain in full force and effect.
|
1.
|
Section 2.5 of the Plan is hereby amended to add to the end thereof the following:
|
2.
|
Except as hereby modified, the Plan shall remain in full force and effect.
|
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
|
Scotland
|
NuStar Holdings B.V.
|
Netherlands
|
NuStar Internacional, S de R.L. de C.V.
|
Mexico
|
NuStar Logistics, L.P.
|
Delaware
|
NuStar Permian Crude Logistics, LLC
|
Delaware
|
NuStar Permian Holdings, LLC
|
Delaware
|
NuStar Permian Transportation and Storage, LLC
|
Delaware
|
NuStar Pipeline Company, LLC
|
Delaware
|
NuStar Pipeline Holding Company, LLC
|
Delaware
|
NuStar Pipeline Operating Partnership L.P.
|
Delaware
|
NuStar Pipeline Partners L.P.
|
Delaware
|
NuStar Refining, LLC
|
Delaware
|
NuStar Services Company LLC
|
Delaware
|
NuStar Supply & Trading LLC
|
Delaware
|
NuStar Terminals Antilles N.V.
|
Curacao
|
NuStar Terminals B.V.
|
Netherlands
|
NuStar Terminals Canada Co.
|
Canada
|
NuStar Terminals Canada Holdings Co.
|
Canada
|
Name of Entity
|
Jurisdiction of Organization
|
NuStar Terminals Canada Partnership
|
Canada
|
NuStar Terminals Corporation N.V.
|
Curacao
|
NuStar Terminals Delaware, Inc.
|
Delaware
|
NuStar Terminals International N.V.
|
Curacao
|
NuStar Terminals Limited
|
England
|
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 28, 2018
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas R. Shoaf
|
Thomas R. Shoaf
|
Executive Vice President and Chief Financial Officer
|
February 28, 2018
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
24,292
|
|
|
$
|
35,942
|
|
Accounts receivable, net of allowance for doubtful accounts of $9,948 and $7,756
as of December 31, 2017 and 2016, respectively
|
176,570
|
|
|
170,293
|
|
||
Receivable from related party
|
205
|
|
|
317
|
|
||
Inventories
|
26,857
|
|
|
37,945
|
|
||
Other current assets
|
22,508
|
|
|
132,686
|
|
||
Total current assets
|
250,432
|
|
|
377,183
|
|
||
Property, plant and equipment, at cost
|
6,243,481
|
|
|
5,435,278
|
|
||
Accumulated depreciation and amortization
|
(1,942,548
|
)
|
|
(1,712,995
|
)
|
||
Property, plant and equipment, net
|
4,300,933
|
|
|
3,722,283
|
|
||
Intangible assets, net
|
784,479
|
|
|
127,083
|
|
||
Goodwill
|
1,097,475
|
|
|
696,637
|
|
||
Deferred income tax asset
|
233
|
|
|
2,051
|
|
||
Other long-term assets, net
|
101,681
|
|
|
105,308
|
|
||
Total assets
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
Liabilities and Partners’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
145,932
|
|
|
$
|
118,686
|
|
Short-term debt
|
35,000
|
|
|
54,000
|
|
||
Current portion of long-term debt
|
349,990
|
|
|
—
|
|
||
Accrued interest payable
|
40,449
|
|
|
34,030
|
|
||
Accrued liabilities
|
61,578
|
|
|
60,485
|
|
||
Taxes other than income tax
|
14,385
|
|
|
15,685
|
|
||
Income tax payable
|
4,172
|
|
|
6,510
|
|
||
Total current liabilities
|
651,506
|
|
|
289,396
|
|
||
Long-term debt, less current portion
|
3,263,069
|
|
|
3,014,364
|
|
||
Deferred income tax liability
|
22,272
|
|
|
22,204
|
|
||
Other long-term liabilities
|
118,297
|
|
|
92,964
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Partners’ equity (Note 19):
|
|
|
|
||||
Preferred limited partners
|
756,603
|
|
|
218,400
|
|
||
Common limited partners (93,176,683 and 78,616,228 common units outstanding
as of December 31, 2017 and 2016, respectively)
|
1,770,587
|
|
|
1,455,642
|
|
||
General partner
|
37,826
|
|
|
31,752
|
|
||
Accumulated other comprehensive loss
|
(84,927
|
)
|
|
(94,177
|
)
|
||
Total partners’ equity
|
2,480,089
|
|
|
1,611,617
|
|
||
Total liabilities and partners’ equity
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,128,726
|
|
|
$
|
1,083,165
|
|
|
$
|
1,114,153
|
|
Product sales
|
685,293
|
|
|
673,517
|
|
|
969,887
|
|
|||
Total revenues
|
1,814,019
|
|
|
1,756,682
|
|
|
2,084,040
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
651,599
|
|
|
633,653
|
|
|
907,574
|
|
|||
Operating expenses (excluding depreciation and amortization expense):
|
|
|
|
|
|
||||||
Third parties
|
449,670
|
|
|
426,686
|
|
|
337,466
|
|
|||
Related party
|
—
|
|
|
21,681
|
|
|
135,565
|
|
|||
Total operating expenses
|
449,670
|
|
|
448,367
|
|
|
473,031
|
|
|||
General and administrative expenses (excluding depreciation and amortization expense):
|
|
|
|
|
|
||||||
Third parties
|
112,240
|
|
|
88,324
|
|
|
35,752
|
|
|||
Related party
|
—
|
|
|
10,493
|
|
|
66,769
|
|
|||
Total general and administrative expenses
|
112,240
|
|
|
98,817
|
|
|
102,521
|
|
|||
Depreciation and amortization expense
|
264,232
|
|
|
216,736
|
|
|
210,210
|
|
|||
Total costs and expenses
|
1,477,741
|
|
|
1,397,573
|
|
|
1,693,336
|
|
|||
Operating income
|
336,278
|
|
|
359,109
|
|
|
390,704
|
|
|||
Interest expense, net
|
(173,083
|
)
|
|
(138,350
|
)
|
|
(131,868
|
)
|
|||
Other (expense) income, net
|
(5,294
|
)
|
|
(58,783
|
)
|
|
61,822
|
|
|||
Income from continuing operations before income tax expense
|
157,901
|
|
|
161,976
|
|
|
320,658
|
|
|||
Income tax expense
|
9,937
|
|
|
11,973
|
|
|
14,712
|
|
|||
Income from continuing operations
|
147,964
|
|
|
150,003
|
|
|
305,946
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
774
|
|
|||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Basic and diluted net income per common unit:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
3.29
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Total (Note 20)
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
3.30
|
|
Basic weighted-average common units outstanding
|
88,825,964
|
|
|
78,080,484
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted weighted-average common units outstanding
|
88,825,964
|
|
|
78,113,002
|
|
|
77,886,078
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
17,466
|
|
|
(8,243
|
)
|
|
(31,987
|
)
|
|||
Net loss on pension and other postretirement benefit adjustments, net of income tax benefit of $184, $60 and $0
|
(6,170
|
)
|
|
(2,850
|
)
|
|
—
|
|
|||
Net (loss) gain on cash flow hedges
|
(2,046
|
)
|
|
5,710
|
|
|
11,105
|
|
|||
Total other comprehensive income (loss)
|
9,250
|
|
|
(5,383
|
)
|
|
(20,882
|
)
|
|||
Comprehensive income
|
$
|
157,214
|
|
|
$
|
144,620
|
|
|
$
|
285,838
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
264,232
|
|
|
216,736
|
|
|
210,210
|
|
|||
Unit-based compensation expense
|
8,132
|
|
|
7,579
|
|
|
—
|
|
|||
Amortization of debt related items
|
6,147
|
|
|
7,477
|
|
|
8,840
|
|
|||
Loss (gain) from sale or disposition of assets
|
4,984
|
|
|
64
|
|
|
(1,617
|
)
|
|||
Gain associated with the Linden Acquisition
|
—
|
|
|
—
|
|
|
(56,277
|
)
|
|||
Impairment loss
|
—
|
|
|
58,655
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
6
|
|
|
(469
|
)
|
|
2,058
|
|
|||
Distributions of equity in earnings of joint ventures
|
—
|
|
|
—
|
|
|
2,500
|
|
|||
Changes in current assets and current liabilities (Note 21)
|
(26,493
|
)
|
|
3,716
|
|
|
50,559
|
|
|||
Other, net
|
1,827
|
|
|
(7,000
|
)
|
|
1,944
|
|
|||
Net cash provided by operating activities
|
406,799
|
|
|
436,761
|
|
|
524,937
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(384,638
|
)
|
|
(204,358
|
)
|
|
(324,808
|
)
|
|||
Change in accounts payable related to capital expenditures
|
36,903
|
|
|
(11,063
|
)
|
|
(3,156
|
)
|
|||
Acquisitions
|
(1,461,719
|
)
|
|
(95,657
|
)
|
|
(142,500
|
)
|
|||
Proceeds from Axeon term loan
|
110,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from insurance recoveries
|
977
|
|
|
—
|
|
|
4,867
|
|
|||
Proceeds from sale or disposition of assets
|
2,036
|
|
|
—
|
|
|
17,132
|
|
|||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
(3,564
|
)
|
|||
Net cash used in investing activities
|
(1,696,441
|
)
|
|
(311,078
|
)
|
|
(452,029
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt borrowings
|
1,465,767
|
|
|
752,729
|
|
|
860,131
|
|
|||
Proceeds from short-term debt borrowings
|
1,051,000
|
|
|
654,000
|
|
|
823,500
|
|
|||
Proceeds from note offering, net of issuance costs
|
543,333
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt repayments
|
(1,417,539
|
)
|
|
(772,152
|
)
|
|
(500,410
|
)
|
|||
Short-term debt repayments
|
(1,070,000
|
)
|
|
(684,000
|
)
|
|
(816,500
|
)
|
|||
Proceeds from issuance of preferred units, net of issuance costs
|
538,560
|
|
|
218,400
|
|
|
—
|
|
|||
Proceeds from issuance of common units, net of issuance costs
|
643,878
|
|
|
27,710
|
|
|
—
|
|
|||
Contributions from general partner
|
13,737
|
|
|
680
|
|
|
—
|
|
|||
Distributions to preferred unitholders
|
(38,833
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to common unitholders and general partner
|
(446,306
|
)
|
|
(392,962
|
)
|
|
(392,204
|
)
|
|||
Increase (decrease) in cash book overdrafts
|
1,736
|
|
|
(11,237
|
)
|
|
(2,954
|
)
|
|||
Other, net
|
(9,061
|
)
|
|
(4,492
|
)
|
|
(792
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,276,272
|
|
|
(211,324
|
)
|
|
(29,229
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
1,720
|
|
|
2,721
|
|
|
(12,729
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(11,650
|
)
|
|
(82,920
|
)
|
|
30,950
|
|
|||
Cash and cash equivalents as of the beginning of the period
|
35,942
|
|
|
118,862
|
|
|
87,912
|
|
|||
Cash and cash equivalents as of the end of the period
|
$
|
24,292
|
|
|
$
|
35,942
|
|
|
$
|
118,862
|
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||
|
Preferred (Note 19)
|
|
Common
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Loss (Note 19)
|
|
Total Partners’ Equity
|
||||||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||||||||||
Balance as of January 1, 2015
|
—
|
|
|
$
|
—
|
|
|
77,886,078
|
|
|
$
|
1,744,810
|
|
|
$
|
39,312
|
|
|
$
|
(67,912
|
)
|
|
$
|
1,716,210
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
258,230
|
|
|
48,490
|
|
|
—
|
|
|
306,720
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,882
|
)
|
|
(20,882
|
)
|
|||||
Distributions to partners
|
—
|
|
|
—
|
|
|
—
|
|
|
(341,140
|
)
|
|
(51,064
|
)
|
|
—
|
|
|
(392,204
|
)
|
|||||
Balance as of December 31, 2015
|
—
|
|
|
—
|
|
|
77,886,078
|
|
|
1,661,900
|
|
|
36,738
|
|
|
(88,794
|
)
|
|
1,609,844
|
|
|||||
Net income
|
—
|
|
|
1,925
|
|
|
—
|
|
|
102,580
|
|
|
45,498
|
|
|
—
|
|
|
150,003
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,383
|
)
|
|
(5,383
|
)
|
|||||
Distributions to partners
|
—
|
|
|
(1,925
|
)
|
|
—
|
|
|
(341,798
|
)
|
|
(51,164
|
)
|
|
—
|
|
|
(394,887
|
)
|
|||||
Issuance of common units, including contribution from general partner
|
—
|
|
|
—
|
|
|
595,050
|
|
|
27,710
|
|
|
575
|
|
|
—
|
|
|
28,285
|
|
|||||
Issuance of preferred units
|
9,060,000
|
|
|
218,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
|||||
Unit-based compensation
|
—
|
|
|
—
|
|
|
135,100
|
|
|
5,250
|
|
|
105
|
|
|
—
|
|
|
5,355
|
|
|||||
Balance as of December 31, 2016
|
9,060,000
|
|
|
218,400
|
|
|
78,616,228
|
|
|
1,455,642
|
|
|
31,752
|
|
|
(94,177
|
)
|
|
1,611,617
|
|
|||||
Net income
|
—
|
|
|
40,448
|
|
|
—
|
|
|
60,610
|
|
|
46,906
|
|
|
—
|
|
|
147,964
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,250
|
|
|
9,250
|
|
|||||
Distributions to partners
|
—
|
|
|
(40,448
|
)
|
|
—
|
|
|
(391,737
|
)
|
|
(54,569
|
)
|
|
—
|
|
|
(486,754
|
)
|
|||||
Issuance of common units, including contribution from general partner
|
—
|
|
|
—
|
|
|
14,375,000
|
|
|
643,878
|
|
|
13,597
|
|
|
—
|
|
|
657,475
|
|
|||||
Issuance of preferred units
|
22,300,000
|
|
|
538,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
538,560
|
|
|||||
Unit-based compensation
|
—
|
|
|
—
|
|
|
185,455
|
|
|
2,516
|
|
|
140
|
|
|
—
|
|
|
2,656
|
|
|||||
Other
|
—
|
|
|
(357
|
)
|
|
—
|
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|||||
Balance as of December 31, 2017
|
31,360,000
|
|
|
$
|
756,603
|
|
|
93,176,683
|
|
|
$
|
1,770,587
|
|
|
$
|
37,826
|
|
|
$
|
(84,927
|
)
|
|
$
|
2,480,089
|
|
•
|
crude oil pipelines;
|
•
|
refined product pipelines;
|
•
|
terminals, excluding our St. Eustatius and Point Tupper facilities and our refinery crude storage tanks; and
|
•
|
bunkering activity at our St. Eustatius and Point Tupper facilities.
|
|
Preliminary Purchase Price Allocation
|
||
|
(Thousands of Dollars)
|
||
Accounts receivable
|
$
|
4,747
|
|
Other current assets
|
2,359
|
|
|
Property, plant and equipment, net
|
376,690
|
|
|
Intangible assets (a)
|
700,000
|
|
|
Goodwill (b)
|
400,838
|
|
|
Other long-term assets, net
|
2,199
|
|
|
Current liabilities
|
(25,114
|
)
|
|
Preliminary purchase price allocation, net of cash acquired
|
$
|
1,461,719
|
|
(a)
|
Intangible assets, which consist of customer contracts and relationships, are expected to be amortized on a straight-line basis over a period of
20 years
.
|
(b)
|
The goodwill acquired represents the expected benefit from entering new geographic areas and the anticipated opportunities to generate future cash flows from the assets acquired and potential future projects.
|
|
Year Ended December 31, 2017
|
||
|
(Thousands of Dollars)
|
||
Permian Crude System:
|
|
||
Revenues
|
$
|
42,620
|
|
Operating loss
|
$
|
(1,724
|
)
|
|
|
||
Transaction costs:
|
|
||
General and administrative expenses
|
$
|
10,391
|
|
Interest expense, net
|
3,688
|
|
|
Total transaction costs
|
$
|
14,079
|
|
•
|
we issued approximately
14.4 million
common units;
|
•
|
we received a contribution from our general partner of
$13.6 million
to maintain its
2%
interest;
|
•
|
we issued
15.4 million
Series B Preferred Units;
|
•
|
we issued
$550.0 million
of
5.625%
senior notes;
|
•
|
additional depreciation and amortization that would have been incurred assuming the fair value adjustments to property, plant and equipment and intangible assets reflected in the preliminary purchase price allocation above; and
|
•
|
we satisfied Navigator’s outstanding obligations under its revolving credit agreement.
|
|
Pro Forma
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||
Revenues
|
$
|
1,828,418
|
|
|
$
|
1,782,932
|
|
Net income
|
$
|
127,433
|
|
|
$
|
78,664
|
|
|
|
|
|
||||
Basic and diluted net income per common unit
|
$
|
0.31
|
|
|
$
|
0.01
|
|
Cash paid for the Linden Acquisition
|
$
|
142,500
|
|
Fair value of liabilities assumed
|
22,865
|
|
|
Consideration
|
165,365
|
|
|
Acquisition date fair value of previously held equity interest
|
128,000
|
|
|
Total
|
$
|
293,365
|
|
|
|
||
Current assets (a)
|
$
|
9,513
|
|
Property, plant and equipment
|
134,484
|
|
|
Goodwill
|
79,208
|
|
|
Intangible assets (b)
|
70,050
|
|
|
Other long-term assets
|
110
|
|
|
Purchase price allocation
|
$
|
293,365
|
|
(a)
|
Current assets include a receivable of
$7.8 million
related to a pre-acquisition insurance claim, for which proceeds were received in 2015.
|
(b)
|
Intangible assets primarily consist of customer contracts and relationships and are being amortized over
10 years
.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Balance as of beginning of year
|
$
|
7,756
|
|
|
$
|
8,473
|
|
|
$
|
7,808
|
|
Increase in allowance, net
|
2,217
|
|
|
24
|
|
|
965
|
|
|||
Accounts charged against the allowance
|
(25
|
)
|
|
(741
|
)
|
|
(300
|
)
|
|||
Balance as of end of year
|
$
|
9,948
|
|
|
$
|
7,756
|
|
|
$
|
8,473
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Petroleum products
|
$
|
17,027
|
|
|
$
|
28,044
|
|
Materials and supplies
|
9,830
|
|
|
9,901
|
|
||
Total
|
$
|
26,857
|
|
|
$
|
37,945
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Axeon Term Loan
|
$
|
—
|
|
|
$
|
110,000
|
|
Prepaid expenses
|
15,982
|
|
|
14,894
|
|
||
Derivative assets
|
—
|
|
|
155
|
|
||
Other
|
6,526
|
|
|
7,637
|
|
||
Other current assets
|
$
|
22,508
|
|
|
$
|
132,686
|
|
|
Estimated Useful Lives
|
|
December 31,
|
||||||||
|
|
2017
|
|
2016
|
|||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||
Land
|
|
-
|
|
|
$
|
143,527
|
|
|
$
|
138,224
|
|
Land and leasehold improvements
|
5
|
-
|
40
|
|
203,085
|
|
|
187,930
|
|
||
Buildings
|
15
|
-
|
40
|
|
151,702
|
|
|
144,773
|
|
||
Pipelines, storage and terminals
|
20
|
-
|
40
|
|
5,080,795
|
|
|
4,647,718
|
|
||
Rights-of-way
|
20
|
-
|
40
|
|
264,170
|
|
|
202,311
|
|
||
Construction in progress
|
|
-
|
|
|
400,202
|
|
|
114,322
|
|
||
Total
|
|
|
|
|
6,243,481
|
|
|
5,435,278
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
|
(1,942,548
|
)
|
|
(1,712,995
|
)
|
||
Property, plant and equipment, net
|
|
|
|
|
$
|
4,300,933
|
|
|
$
|
3,722,283
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Weighted-Average Amortization Period
|
|
Cost
|
|
Accumulated
Amortization
|
|
Cost
|
|
Accumulated
Amortization
|
||||||||
|
(Years)
|
|
(Thousands of Dollars)
|
||||||||||||||
Customer contracts and relationships
|
18
|
|
$
|
863,950
|
|
|
$
|
(81,136
|
)
|
|
$
|
166,950
|
|
|
$
|
(41,582
|
)
|
Other
|
47
|
|
2,359
|
|
|
(694
|
)
|
|
2,359
|
|
|
(644
|
)
|
||||
Total
|
|
|
$
|
866,309
|
|
|
$
|
(81,830
|
)
|
|
$
|
169,309
|
|
|
$
|
(42,226
|
)
|
|
Pipeline
|
|
Storage
|
|
Fuels
Marketing
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balances as of January 1, 2016 and December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
306,207
|
|
|
$
|
691,220
|
|
|
$
|
53,255
|
|
|
$
|
1,050,682
|
|
Accumulated impairment losses
|
—
|
|
|
(331,913
|
)
|
|
(22,132
|
)
|
|
(354,045
|
)
|
||||
Net goodwill
|
306,207
|
|
|
359,307
|
|
|
31,123
|
|
|
696,637
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Activity for the year ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Navigator Acquisition preliminary purchase price allocation (a)
|
400,838
|
|
|
—
|
|
|
—
|
|
|
400,838
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balances as of December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
707,045
|
|
|
691,220
|
|
|
53,255
|
|
|
1,451,520
|
|
||||
Accumulated impairment losses
|
—
|
|
|
(331,913
|
)
|
|
(22,132
|
)
|
|
(354,045
|
)
|
||||
Net goodwill
|
$
|
707,045
|
|
|
$
|
359,307
|
|
|
$
|
31,123
|
|
|
$
|
1,097,475
|
|
(a)
|
See Note 4 for discussion of the Navigator Acquisition.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Employee wages and benefit costs
|
$
|
16,963
|
|
|
$
|
30,807
|
|
Unearned income
|
18,243
|
|
|
14,355
|
|
||
Other
|
26,372
|
|
|
15,323
|
|
||
Accrued liabilities
|
$
|
61,578
|
|
|
$
|
60,485
|
|
|
|
|
|
|
December 31,
|
||||||
|
Maturity
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
(Thousands of Dollars)
|
||||||
Revolving Credit Agreement
|
|
2020
|
|
|
$
|
893,311
|
|
|
$
|
838,992
|
|
7.65% senior notes
|
|
2018
|
|
|
350,000
|
|
|
350,000
|
|
||
4.80% senior notes
|
|
2020
|
|
|
450,000
|
|
|
450,000
|
|
||
6.75% senior notes
|
|
2021
|
|
|
300,000
|
|
|
300,000
|
|
||
4.75% senior notes
|
|
2022
|
|
|
250,000
|
|
|
250,000
|
|
||
5.625% senior notes
|
|
2027
|
|
|
550,000
|
|
|
—
|
|
||
Subordinated Notes
|
|
2043
|
|
|
402,500
|
|
|
402,500
|
|
||
GoZone Bonds
|
2038
|
thru
|
2041
|
|
365,440
|
|
|
365,440
|
|
||
Receivables Financing Agreement
|
|
2020
|
|
|
62,300
|
|
|
58,400
|
|
||
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
|
N/A
|
|
|
(10,492
|
)
|
|
(968
|
)
|
||
Total long-term debt
|
|
|
|
|
3,613,059
|
|
|
3,014,364
|
|
||
Less current portion
|
|
|
|
|
349,990
|
|
|
—
|
|
||
Long-term debt, less current portion
|
|
|
|
|
$
|
3,263,069
|
|
|
$
|
3,014,364
|
|
2018
|
$
|
350,000
|
|
2019
|
—
|
|
|
2020
|
1,405,611
|
|
|
2021
|
300,000
|
|
|
2022
|
250,000
|
|
|
Thereafter
|
1,317,940
|
|
|
Total repayments
|
3,623,551
|
|
|
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs
|
(10,492
|
)
|
|
Total long-term debt
|
$
|
3,613,059
|
|
Date Issued
|
|
Maturity Date
|
|
Amount
Outstanding
|
|
Amount of
Letter of
Credit
|
|
Amount Received from
Trustee
|
|
Amount Remaining in
Trust (a)
|
|
Interest Rate (b)
|
|||||||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|||||||||||||||
June 26, 2008
|
|
June 1, 2038
|
|
$
|
55,440
|
|
|
$
|
56,169
|
|
|
$
|
55,440
|
|
|
$
|
—
|
|
|
1.8
|
%
|
July 15, 2010
|
|
July 1, 2040
|
|
100,000
|
|
|
101,315
|
|
|
100,000
|
|
|
—
|
|
|
1.7
|
%
|
||||
October 7, 2010
|
|
October 1, 2040
|
|
50,000
|
|
|
50,658
|
|
|
43,741
|
|
|
6,546
|
|
|
1.7
|
%
|
||||
December 29, 2010
|
|
December 1, 2040
|
|
85,000
|
|
|
86,118
|
|
|
49,782
|
|
|
35,997
|
|
|
1.7
|
%
|
||||
August 29, 2011
|
|
August 1, 2041
|
|
75,000
|
|
|
75,986
|
|
|
75,000
|
|
|
—
|
|
|
1.8
|
%
|
||||
|
|
Total
|
|
$
|
365,440
|
|
|
$
|
370,246
|
|
|
$
|
323,963
|
|
|
$
|
42,543
|
|
|
|
(a)
|
Amount remaining in trust includes accrued interest.
|
(b)
|
For the year ended December 31, 2017, our weighted-average interest rate on borrowings was
0.9%
.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Balance as of the beginning of year
|
$
|
5,120
|
|
|
$
|
7,667
|
|
Additions to accrual
|
3,186
|
|
|
870
|
|
||
Payments
|
(2,675
|
)
|
|
(3,302
|
)
|
||
Foreign currency translation
|
52
|
|
|
(115
|
)
|
||
Balance as of the end of year
|
$
|
5,683
|
|
|
$
|
5,120
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Accrued liabilities
|
$
|
3,054
|
|
|
$
|
3,281
|
|
Other long-term liabilities
|
2,629
|
|
|
1,839
|
|
||
Accruals for environmental matters
|
$
|
5,683
|
|
|
$
|
5,120
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
There-
after
|
|
Total
|
||||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||||||
Operating leases
|
$
|
39,236
|
|
|
$
|
34,203
|
|
|
$
|
19,541
|
|
|
$
|
13,324
|
|
|
$
|
7,295
|
|
|
$
|
68,386
|
|
|
$
|
181,985
|
|
Purchase obligations
|
$
|
6,963
|
|
|
$
|
6,133
|
|
|
$
|
4,686
|
|
|
$
|
4,690
|
|
|
$
|
4,480
|
|
|
$
|
300
|
|
|
$
|
27,252
|
|
•
|
a ten-year lease for tugs and barges utilized at our St. Eustatius facility for bunker fuel sales, with two five-year renewal options
; and
|
•
|
land leases at various terminal facilities, with original terms ranging from 10 to 100 years.
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
3,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,890
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(1,534
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,534
|
)
|
Commodity derivatives
|
(878
|
)
|
|
—
|
|
|
—
|
|
|
(878
|
)
|
||||
Interest rate swaps
|
—
|
|
|
(5,394
|
)
|
|
—
|
|
|
(5,394
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
(4,594
|
)
|
|
—
|
|
|
(4,594
|
)
|
||||
Total
|
$
|
(2,412
|
)
|
|
$
|
(9,988
|
)
|
|
$
|
—
|
|
|
$
|
(12,400
|
)
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
1,551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,551
|
|
Commodity derivatives
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||
Other long-term assets, net:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,314
|
|
||||
Total
|
$
|
1,551
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
3,020
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Product imbalances
|
$
|
(1,577
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,577
|
)
|
Commodity derivatives
|
(4,887
|
)
|
|
(165
|
)
|
|
—
|
|
|
(5,052
|
)
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
||||||||
Guarantee liability
|
—
|
|
|
—
|
|
|
(1,230
|
)
|
|
(1,230
|
)
|
||||
Interest rate swaps
|
—
|
|
|
(2,632
|
)
|
|
—
|
|
|
(2,632
|
)
|
||||
Total
|
$
|
(6,464
|
)
|
|
$
|
(2,797
|
)
|
|
$
|
(1,230
|
)
|
|
$
|
(10,491
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
Long-term Debt
|
|
Long-term Debt
|
|
Axeon Term Loan
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Fair value
|
$
|
3,677,622
|
|
|
$
|
3,084,762
|
|
|
$
|
110,000
|
|
Carrying amount
|
$
|
3,613,059
|
|
|
$
|
3,014,364
|
|
|
$
|
110,000
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
Balance Sheet Location
|
|
December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
|
|
|
(Thousands of Dollars)
|
||||||||||||||
Derivatives Designated as
Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
Other long-term assets, net
|
|
$
|
—
|
|
|
$
|
1,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
Accrued liabilities
|
|
—
|
|
|
144
|
|
|
(112
|
)
|
|
(3,566
|
)
|
||||
Interest rate swaps
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
(5,394
|
)
|
|
—
|
|
||||
Interest rate swaps
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
(4,594
|
)
|
|
(2,632
|
)
|
||||
Total
|
|
|
—
|
|
|
1,458
|
|
|
(10,100
|
)
|
|
(6,198
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Designated
as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets
|
|
—
|
|
|
265
|
|
|
—
|
|
|
(110
|
)
|
||||
Commodity contracts
|
Accrued liabilities
|
|
742
|
|
|
9,128
|
|
|
(1,508
|
)
|
|
(10,758
|
)
|
||||
Total
|
|
|
742
|
|
|
9,393
|
|
|
(1,508
|
)
|
|
(10,868
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Derivatives
|
|
|
$
|
742
|
|
|
$
|
10,851
|
|
|
$
|
(11,608
|
)
|
|
$
|
(17,066
|
)
|
|
|
December 31,
|
||||||
Commodity Contracts
|
|
2017
|
|
2016
|
||||
|
|
(Thousands of Dollars)
|
||||||
Net amounts of assets presented in the consolidated balance sheets
|
|
$
|
—
|
|
|
$
|
155
|
|
Net amounts of liabilities presented in the consolidated balance sheets
|
|
$
|
(878
|
)
|
|
$
|
(5,052
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Fair Value Hedging Instruments:
|
|
|
|
|
|
|
||||||
Gain (loss) recognized in income on derivative
|
|
$
|
806
|
|
|
$
|
(11,254
|
)
|
|
$
|
21,589
|
|
(Loss) gain recognized in income on hedged item
|
|
(656
|
)
|
|
15,295
|
|
|
(18,047
|
)
|
|||
Gain recognized in income for ineffective portion
|
|
$
|
150
|
|
|
$
|
4,041
|
|
|
$
|
3,542
|
|
|
|
|
|
|
|
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in income on derivative
|
|
$
|
(668
|
)
|
|
$
|
225
|
|
|
$
|
2,208
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(Thousands of Dollars)
|
||||||||||
Derivatives Designated as Cash Flow Hedging Instruments:
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in other comprehensive (loss) income on
derivative (effective portion)
|
|
$
|
(8,670
|
)
|
|
$
|
(2,621
|
)
|
|
$
|
1,303
|
|
Loss reclassified from AOCI into interest expense, net
(effective portion)
|
|
(6,624
|
)
|
|
(8,331
|
)
|
|
(9,802
|
)
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Thousands of Dollars)
|
||||||
Operating expenses
|
$
|
21,681
|
|
|
$
|
135,565
|
|
General and administrative expenses
|
$
|
10,493
|
|
|
$
|
66,769
|
|
Expenses included in discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
2
|
|
Decrease in related party payable:
|
|
||
Current
|
$
|
16,014
|
|
Long-term
|
32,656
|
|
|
Decrease in related party payable
|
$
|
48,670
|
|
|
|
||
Changes to our consolidated balance sheet:
|
|
||
Current and long-term assets
|
$
|
2,154
|
|
Current liabilities
|
5,609
|
|
|
Other long-term liabilities
|
34,042
|
|
|
Limited partners’ equity
|
2,664
|
|
|
Accumulated other comprehensive loss
|
4,201
|
|
|
Changes to our consolidated balance sheet
|
$
|
48,670
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
(Loss) gain from sale or disposition of assets
|
$
|
(4,984
|
)
|
|
$
|
(64
|
)
|
|
$
|
1,617
|
|
Impairment loss on Axeon Term Loan
|
—
|
|
|
(58,655
|
)
|
|
—
|
|
|||
Gain associated with Linden Acquisition
|
—
|
|
|
—
|
|
|
56,277
|
|
|||
Foreign exchange (losses) gains
|
(344
|
)
|
|
(660
|
)
|
|
3,891
|
|
|||
Other, net
|
34
|
|
|
596
|
|
|
37
|
|
|||
Other (expense) income, net
|
$
|
(5,294
|
)
|
|
$
|
(58,783
|
)
|
|
$
|
61,822
|
|
Units
|
|
Original
Issuance Date
|
|
Number of Units Issued and Outstanding
|
|
Price per Unit
|
|
Net Proceeds (in millions)
|
|
Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|
Fixed Distribution Rate per Unit per Annum
|
|
Optional Redemption Date/Date at Which Distribution Rate Becomes Floating
|
|
Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
|
|||||||
Series A
Preferred Units
|
|
November 25, 2016
|
|
9,060,000
|
|
$
|
25.00
|
|
|
$
|
218.4
|
|
|
8.50
|
%
|
|
$
|
2.125
|
|
|
December 15, 2021
|
|
Three-month LIBOR plus 6.766%
|
Series B
Preferred Units
|
|
April 28, 2017
|
|
15,400,000
|
|
$
|
25.00
|
|
|
$
|
371.8
|
|
|
7.625
|
%
|
|
$
|
1.90625
|
|
|
June 15, 2022
|
|
Three-month LIBOR plus 5.643%
|
Series C
Preferred Units
|
|
November 30, 2017
|
|
6,900,000
|
|
$
|
25.00
|
|
|
$
|
166.7
|
|
|
9.00
|
%
|
|
$
|
2.25
|
|
|
December 15, 2022
|
|
Three-month LIBOR plus 6.88%
|
|
Preferred Limited Partners
|
|
|
||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
Total
|
||||||||
Balance as of January 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of units
|
218,400
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
||||
Net income
|
1,925
|
|
|
—
|
|
|
—
|
|
|
1,925
|
|
||||
Distributions to partners
|
(1,925
|
)
|
|
—
|
|
|
—
|
|
|
(1,925
|
)
|
||||
Balance as of December 31, 2016
|
218,400
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
||||
Issuance of units
|
—
|
|
|
371,823
|
|
|
166,737
|
|
|
538,560
|
|
||||
Net income
|
19,253
|
|
|
19,815
|
|
|
1,380
|
|
|
40,448
|
|
||||
Distributions to partners
|
(19,253
|
)
|
|
(19,815
|
)
|
|
(1,380
|
)
|
|
(40,448
|
)
|
||||
Other
|
(93
|
)
|
|
(189
|
)
|
|
(75
|
)
|
|
(357
|
)
|
||||
Balance as of December 31, 2017
|
$
|
218,307
|
|
|
$
|
371,634
|
|
|
$
|
166,662
|
|
|
$
|
756,603
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Less preferred limited partner interest
|
40,448
|
|
|
1,925
|
|
|
—
|
|
|||
Less general partner incentive distribution
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Net income after general partner incentive distribution and preferred
limited partner interest
|
61,847
|
|
|
104,671
|
|
|
263,500
|
|
|||
General partner interest allocation
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|||
General partner interest allocation of net income
|
1,237
|
|
|
2,091
|
|
|
5,270
|
|
|||
General partner incentive distribution
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Net income applicable to general partner
|
$
|
46,906
|
|
|
$
|
45,498
|
|
|
$
|
48,490
|
|
|
|
Percentage of Distribution
|
||
Quarterly Distribution Amount per Common Unit
|
|
Common
Unitholders
|
|
General Partner
Including Incentive Distributions
|
Up to $0.60
|
|
98%
|
|
2%
|
Above $0.60 up to $0.66
|
|
90%
|
|
10%
|
Above $0.66
|
|
75%
|
|
25%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
General partner interest
|
$
|
9,252
|
|
|
$
|
7,877
|
|
|
$
|
7,844
|
|
General partner incentive distribution
|
45,669
|
|
|
43,407
|
|
|
43,220
|
|
|||
Total general partner distribution
|
54,921
|
|
|
51,284
|
|
|
51,064
|
|
|||
Common limited partners’ distribution
|
407,681
|
|
|
342,598
|
|
|
341,140
|
|
|||
Total cash distributions
|
$
|
462,602
|
|
|
$
|
393,882
|
|
|
$
|
392,204
|
|
|
|
|
|
|
|
||||||
Cash distributions per unit applicable to common limited partners
|
$
|
4.38
|
|
|
$
|
4.38
|
|
|
$
|
4.38
|
|
Quarter Ended
|
|
Cash Distributions Per Unit
|
|
Total Cash Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
December 31, 2017 (a)
|
|
$
|
1.095
|
|
|
$
|
115,267
|
|
|
February 8, 2018
|
|
February 13, 2018
|
September 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,084
|
|
|
November 9, 2017
|
|
November 14, 2017
|
June 30, 2017
|
|
$
|
1.095
|
|
|
$
|
115,083
|
|
|
August 7, 2017
|
|
August 11, 2017
|
March 31, 2017
|
|
$
|
1.095
|
|
|
$
|
117,168
|
|
|
May 8, 2017
|
|
May 12, 2017
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
Period
|
|
Cash
Distributions
Per Unit
|
|
Total Cash
Distributions
|
|
Record Date
|
|
Payment Date
|
||||
|
|
|
|
(Thousands of Dollars)
|
|
|
|
|
||||
Series A Preferred Units:
|
|
|
|
|
|
|
|
|
||||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
December 1, 2017
|
|
December 15, 2017
|
June 15, 2017 - September 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
September 1, 2017
|
|
September 15, 2017
|
March 15, 2017 - June 14, 2017
|
|
$
|
0.53125
|
|
|
$
|
4,813
|
|
|
June 1, 2017
|
|
June 15, 2017
|
November 25, 2016 - March 14, 2017
|
|
$
|
0.64930556
|
|
|
$
|
5,883
|
|
|
March 1, 2017
|
|
March 15, 2017
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Units:
|
|
|
|
|
|
|
|
|
||||
December 15, 2017 - March 14, 2018 (a)
|
|
$
|
0.47657
|
|
|
$
|
7,339
|
|
|
March 1, 2018
|
|
March 15, 2018
|
September 15, 2017 - December 14, 2017
|
|
$
|
0.47657
|
|
|
$
|
7,339
|
|
|
December 1, 2017
|
|
December 15, 2017
|
April 28, 2017 - September 14, 2017
|
|
$
|
0.725434028
|
|
|
$
|
11,172
|
|
|
September 1, 2017
|
|
September 15, 2017
|
|
|
|
|
|
|
|
|
|
||||
Series C Preferred Units:
|
|
|
|
|
|
|
|
|
||||
November 30, 2017 - March 14, 2018 (a)
|
|
$
|
0.65625
|
|
|
$
|
4,528
|
|
|
March 1, 2018
|
|
March 15, 2018
|
(a)
|
The distribution was announced on
January 29, 2018
.
|
|
Foreign
Currency
Translation
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement
Benefits
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Balance as of January 1, 2015
|
$
|
(28,839
|
)
|
|
$
|
(39,073
|
)
|
|
$
|
—
|
|
|
$
|
(67,912
|
)
|
Other comprehensive (loss) income before
reclassification adjustments
|
(31,987
|
)
|
|
1,303
|
|
|
—
|
|
|
(30,684
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
9,802
|
|
|
—
|
|
|
9,802
|
|
||||
Other comprehensive (loss) income
|
(31,987
|
)
|
|
11,105
|
|
|
—
|
|
|
(20,882
|
)
|
||||
Balance as of December 31, 2015
|
(60,826
|
)
|
|
(27,968
|
)
|
|
—
|
|
|
(88,794
|
)
|
||||
Employee Transfer
|
—
|
|
|
—
|
|
|
4,201
|
|
|
4,201
|
|
||||
Deferred income tax adjustments
|
—
|
|
|
—
|
|
|
2,414
|
|
|
2,414
|
|
||||
Other comprehensive loss before
reclassification adjustments
|
(8,243
|
)
|
|
(2,621
|
)
|
|
(7,852
|
)
|
|
(18,716
|
)
|
||||
Net gain on pension costs reclassified into operating
expense
|
—
|
|
|
—
|
|
|
(1,200
|
)
|
|
(1,200
|
)
|
||||
Net gain on pension costs reclassified into general and
administrative expense
|
—
|
|
|
—
|
|
|
(413
|
)
|
|
(413
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
8,331
|
|
|
—
|
|
|
8,331
|
|
||||
Other comprehensive (loss) income
|
(8,243
|
)
|
|
5,710
|
|
|
(2,850
|
)
|
|
(5,383
|
)
|
||||
Balance as of December 31, 2016
|
(69,069
|
)
|
|
(22,258
|
)
|
|
(2,850
|
)
|
|
(94,177
|
)
|
||||
Other comprehensive income (loss) before
reclassification adjustments
|
17,466
|
|
|
(8,670
|
)
|
|
(4,641
|
)
|
|
4,155
|
|
||||
Net gain on pension costs reclassified into operating
expense |
—
|
|
|
—
|
|
|
(1,143
|
)
|
|
(1,143
|
)
|
||||
Net gain on pension costs reclassified into general and
administrative expense |
—
|
|
|
—
|
|
|
(386
|
)
|
|
(386
|
)
|
||||
Net loss on cash flow hedges reclassified into interest
expense, net
|
—
|
|
|
6,624
|
|
|
—
|
|
|
6,624
|
|
||||
Other comprehensive income (loss)
|
17,466
|
|
|
(2,046
|
)
|
|
(6,170
|
)
|
|
9,250
|
|
||||
Balance as of December 31, 2017
|
$
|
(51,603
|
)
|
|
$
|
(24,304
|
)
|
|
$
|
(9,020
|
)
|
|
$
|
(84,927
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||
Net income attributable to NuStar Energy L.P.
|
$
|
147,964
|
|
|
$
|
150,003
|
|
|
$
|
306,720
|
|
Less: Distributions to general partner (including incentive
distribution rights)
|
54,921
|
|
|
51,284
|
|
|
51,064
|
|
|||
Less: Distributions to common limited partners
|
407,681
|
|
|
342,598
|
|
|
341,140
|
|
|||
Less: Distributions to preferred limited partners
|
40,448
|
|
|
1,925
|
|
|
—
|
|
|||
Less: Distribution equivalent rights to restricted units
|
2,965
|
|
|
2,697
|
|
|
—
|
|
|||
Distributions in excess of earnings
|
$
|
(358,051
|
)
|
|
$
|
(248,501
|
)
|
|
$
|
(85,484
|
)
|
|
|
|
|
|
|
||||||
Net income attributable to common units:
|
|
|
|
|
|
||||||
Distributions to common limited partners
|
$
|
407,681
|
|
|
$
|
342,598
|
|
|
$
|
341,140
|
|
Allocation of distributions in excess of earnings
|
(350,890
|
)
|
|
(243,530
|
)
|
|
(83,774
|
)
|
|||
Total
|
$
|
56,791
|
|
|
$
|
99,068
|
|
|
$
|
257,366
|
|
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
88,825,964
|
|
|
78,080,484
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Diluted common units outstanding:
|
|
|
|
|
|
||||||
Basic weighted-average common units outstanding
|
88,825,964
|
|
|
78,080,484
|
|
|
77,886,078
|
|
|||
Effect of dilutive potential common units
|
—
|
|
|
32,518
|
|
|
—
|
|
|||
Diluted weighted-average common units outstanding
|
88,825,964
|
|
|
78,113,002
|
|
|
77,886,078
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net income per common unit
|
$
|
0.64
|
|
|
$
|
1.27
|
|
|
$
|
3.30
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Decrease (increase) in current assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(865
|
)
|
|
$
|
(23,234
|
)
|
|
$
|
67,257
|
|
Receivable from related parties
|
112
|
|
|
(317
|
)
|
|
—
|
|
|||
Inventories
|
11,936
|
|
|
940
|
|
|
16,776
|
|
|||
Other current assets
|
3,393
|
|
|
8,128
|
|
|
4,414
|
|
|||
Increase (decrease) in current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
(30,409
|
)
|
|
14,071
|
|
|
(32,152
|
)
|
|||
Payable to related party, net
|
—
|
|
|
894
|
|
|
(872
|
)
|
|||
Accrued interest payable
|
6,489
|
|
|
(256
|
)
|
|
941
|
|
|||
Accrued liabilities
|
(11,157
|
)
|
|
161
|
|
|
(7,834
|
)
|
|||
Taxes other than income tax
|
(3,529
|
)
|
|
2,690
|
|
|
(1,522
|
)
|
|||
Income tax payable
|
(2,463
|
)
|
|
639
|
|
|
3,551
|
|
|||
Changes in current assets and current liabilities
|
$
|
(26,493
|
)
|
|
$
|
3,716
|
|
|
$
|
50,559
|
|
•
|
current assets and current liabilities acquired and disposed of during the period;
|
•
|
the change in the amount accrued for capital expenditures;
|
•
|
the effect of foreign currency translation;
|
•
|
reclassification of the Axeon Term Loan to other current assets from other long-term assets, net;
|
•
|
changes in the fair values of our interest rate swap agreements;
|
•
|
reclassification of our 7.65% senior notes due April 15, 2018 from long-term debt to current portion of long-term debt; and
|
•
|
non-cash related party transactions associated with the Employee Transfer (see Note 17 for further information).
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Cash paid for interest, net of amount capitalized
|
$
|
158,089
|
|
|
$
|
142,663
|
|
|
$
|
133,388
|
|
Cash paid for income taxes, net of tax refunds received
|
$
|
11,338
|
|
|
$
|
11,847
|
|
|
$
|
9,971
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, January 1
|
$
|
127,402
|
|
|
$
|
109,202
|
|
|
$
|
11,061
|
|
|
$
|
10,042
|
|
Service cost
|
8,955
|
|
|
7,703
|
|
|
456
|
|
|
419
|
|
||||
Interest cost
|
4,507
|
|
|
4,023
|
|
|
430
|
|
|
401
|
|
||||
Benefits paid
|
(5,941
|
)
|
|
(2,554
|
)
|
|
(342
|
)
|
|
(422
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
215
|
|
|
253
|
|
||||
Actuarial loss
|
14,894
|
|
|
9,028
|
|
|
590
|
|
|
368
|
|
||||
Benefit obligation, December 31
|
$
|
149,817
|
|
|
$
|
127,402
|
|
|
$
|
12,410
|
|
|
$
|
11,061
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value, January 1
|
$
|
107,644
|
|
|
$
|
87,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
17,070
|
|
|
6,891
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
11,105
|
|
|
15,601
|
|
|
127
|
|
|
169
|
|
||||
Benefits paid
|
(5,941
|
)
|
|
(2,554
|
)
|
|
(342
|
)
|
|
(422
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
215
|
|
|
253
|
|
||||
Plan assets at fair value, December 31
|
$
|
129,878
|
|
|
$
|
107,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reconciliation of funded status:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at December 31
|
$
|
129,878
|
|
|
$
|
107,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Less: Benefit obligation at December 31
|
149,817
|
|
|
127,402
|
|
|
12,410
|
|
|
11,061
|
|
||||
Funded status at December 31
|
$
|
(19,939
|
)
|
|
$
|
(19,758
|
)
|
|
$
|
(12,410
|
)
|
|
$
|
(11,061
|
)
|
Amounts recognized in the consolidated balance sheets (a):
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
(210
|
)
|
|
$
|
(162
|
)
|
|
$
|
(376
|
)
|
|
$
|
(321
|
)
|
Other long-term liabilities
|
(19,729
|
)
|
|
(19,596
|
)
|
|
(12,034
|
)
|
|
(10,740
|
)
|
||||
Net pension liability
|
$
|
(19,939
|
)
|
|
$
|
(19,758
|
)
|
|
$
|
(12,410
|
)
|
|
$
|
(11,061
|
)
|
(a)
|
For the Pension Plan, since assets exceed the present value of expected benefit payments for the next 12 months, all of the liability is noncurrent. For the Excess Pension Plan and the other postretirement benefit plans, since there are no assets, the current liability is the present value of expected benefit payments for the next 12 months; the remainder is noncurrent.
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Service cost
|
$
|
8,955
|
|
|
$
|
7,703
|
|
|
$
|
7,676
|
|
|
$
|
456
|
|
|
$
|
419
|
|
|
$
|
470
|
|
Interest cost
|
4,507
|
|
|
4,023
|
|
|
4,389
|
|
|
430
|
|
|
401
|
|
|
448
|
|
||||||
Expected return on plan assets
|
(6,411
|
)
|
|
(5,407
|
)
|
|
(5,018
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(2,059
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,484
|
|
|
1,091
|
|
|
1,845
|
|
|
191
|
|
|
181
|
|
|
269
|
|
||||||
Net periodic benefit cost (income)
|
$
|
6,476
|
|
|
$
|
5,347
|
|
|
$
|
6,829
|
|
|
$
|
(68
|
)
|
|
$
|
(144
|
)
|
|
$
|
42
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(Thousands of Dollars)
|
||||||||||||||||||||||
Net unrecognized (loss) gain arising during the year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial (loss) gain
|
$
|
(4,235
|
)
|
|
$
|
(7,544
|
)
|
|
$
|
1,000
|
|
|
$
|
(590
|
)
|
|
$
|
(368
|
)
|
|
$
|
1,056
|
|
Net (gain) loss reclassified into income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service credit
|
(2,059
|
)
|
|
(2,063
|
)
|
|
(2,063
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
|
(1,145
|
)
|
||||||
Amortization of net actuarial loss
|
1,484
|
|
|
1,091
|
|
|
1,845
|
|
|
191
|
|
|
181
|
|
|
269
|
|
||||||
Net gain reclassified into income
|
(575
|
)
|
|
(972
|
)
|
|
(218
|
)
|
|
(954
|
)
|
|
(964
|
)
|
|
(876
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (expense)
|
162
|
|
|
57
|
|
|
(362
|
)
|
|
22
|
|
|
3
|
|
|
(382
|
)
|
||||||
Total changes to other
comprehensive (loss) income
|
$
|
(4,648
|
)
|
|
$
|
(8,459
|
)
|
|
$
|
420
|
|
|
$
|
(1,522
|
)
|
|
$
|
(1,329
|
)
|
|
$
|
(202
|
)
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Unrecognized actuarial loss
|
$
|
(31,178
|
)
|
|
$
|
(28,427
|
)
|
|
$
|
(4,154
|
)
|
|
$
|
(3,755
|
)
|
Prior service credit
|
16,604
|
|
|
18,663
|
|
|
9,464
|
|
|
10,609
|
|
||||
Deferred tax asset
|
219
|
|
|
57
|
|
|
25
|
|
|
3
|
|
||||
Accumulated other comprehensive (loss) income,
net of tax
|
$
|
(14,355
|
)
|
|
$
|
(9,707
|
)
|
|
$
|
5,335
|
|
|
$
|
6,857
|
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
Actuarial loss
|
$
|
2,174
|
|
|
$
|
214
|
|
Prior service credit
|
$
|
(2,057
|
)
|
|
$
|
(1,145
|
)
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
381
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
75,353
|
|
|
—
|
|
|
75,353
|
|
||||
International stock index fund (b)
|
14,480
|
|
|
—
|
|
|
—
|
|
|
14,480
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
39,664
|
|
|
—
|
|
|
—
|
|
|
39,664
|
|
||||
Total
|
$
|
54,525
|
|
|
$
|
75,353
|
|
|
$
|
—
|
|
|
$
|
129,878
|
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(Thousands of Dollars)
|
||||||||||||||
Cash equivalent securities
|
$
|
738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
738
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap equity fund (a)
|
—
|
|
|
64,813
|
|
|
—
|
|
|
64,813
|
|
||||
International stock index fund (b)
|
10,459
|
|
|
—
|
|
|
—
|
|
|
10,459
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Bond market index fund (c)
|
31,634
|
|
|
—
|
|
|
—
|
|
|
31,634
|
|
||||
Total
|
$
|
42,831
|
|
|
$
|
64,813
|
|
|
$
|
—
|
|
|
$
|
107,644
|
|
(a)
|
This fund is a low-cost equity index fund not actively managed that tracks the S&P 500. Fair values were estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
|
(b)
|
This fund tracks the performance of the Total International Composite Index.
|
(c)
|
This fund tracks the performance of the Barclays Capital U.S. Aggregate Bond Index.
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||
|
(Thousands of Dollars)
|
||||||
2018
|
$
|
8,823
|
|
|
$
|
376
|
|
2019
|
$
|
9,699
|
|
|
$
|
416
|
|
2020
|
$
|
10,432
|
|
|
$
|
434
|
|
2021
|
$
|
11,050
|
|
|
$
|
464
|
|
2022
|
$
|
11,650
|
|
|
$
|
497
|
|
Years 2023-2027
|
$
|
64,799
|
|
|
$
|
3,090
|
|
|
Pension Plans
|
|
Other
Postretirement
Benefit Plans
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
3.72
|
%
|
|
4.33
|
%
|
|
3.82
|
%
|
|
4.49
|
%
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
Pension Plans
|
|
Other Postretirement
Benefit Plans
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
4.33
|
%
|
|
4.61
|
%
|
|
4.22
|
%
|
|
4.49
|
%
|
|
4.75
|
%
|
|
4.34
|
%
|
Expected long-term rate of
return on plan assets
|
6.00
|
%
|
|
6.25
|
%
|
|
6.50
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
3.51
|
%
|
|
3.51
|
%
|
|
3.51
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||
Health care cost trend rate assumed for next year
|
6.84
|
%
|
|
6.84
|
%
|
Rate to which the cost trend rate was assumed to decrease (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2028
|
|
|
2028
|
|
|
Units Outstanding December 31,
|
|
Transferred Units
|
|
Compensation Expense Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
March 1, 2016
|
|
2017
|
|
2016
|
|||||||
|
|
|
|
|
|
|
(Thousands of Dollars)
|
|||||||||
Restricted Units:
|
|
|
|
|
|
|
|
|
|
|||||||
Domestic employees
|
736,746
|
|
|
647,340
|
|
|
586,524
|
|
|
$
|
7,881
|
|
|
$
|
5,980
|
|
Non-employee directors (NEDs)
|
27,097
|
|
|
18,134
|
|
|
17,629
|
|
|
251
|
|
|
388
|
|
||
International employees
|
58,107
|
|
|
50,609
|
|
|
49,121
|
|
|
595
|
|
|
715
|
|
||
Performance Units
|
80,961
|
|
|
77,014
|
|
|
77,014
|
|
|
—
|
|
|
1,211
|
|
||
Total
|
902,911
|
|
|
793,097
|
|
|
730,288
|
|
|
$
|
8,727
|
|
|
$
|
8,294
|
|
|
Domestic Employees
|
|
|
|
|
|||||||
|
Number of Restricted
Units
|
|
Weighted-
Average
Grant-Date
Fair Value
Per Unit
|
|
Number of Restricted
Units to
NEDs
|
|
Number of Restricted
Units to International Employees
|
|||||
Nonvested units as of January 1, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Transferred
|
586,524
|
|
|
35.03
|
|
|
17,629
|
|
|
49,121
|
|
|
Granted
|
246,070
|
|
|
47.70
|
|
|
8,730
|
|
|
20,107
|
|
|
Vested
|
(180,724
|
)
|
|
35.50
|
|
|
(8,225
|
)
|
|
(14,812
|
)
|
|
Forfeited
|
(4,530
|
)
|
|
35.03
|
|
|
—
|
|
|
(3,807
|
)
|
|
Nonvested units as of December 31, 2016
|
647,340
|
|
|
39.72
|
|
|
18,134
|
|
|
50,609
|
|
|
Granted
|
307,009
|
|
|
29.56
|
|
|
17,110
|
|
|
24,533
|
|
|
Vested
|
(201,466
|
)
|
|
38.74
|
|
|
(8,147
|
)
|
|
(16,440
|
)
|
|
Forfeited
|
(16,137
|
)
|
|
40.00
|
|
|
—
|
|
|
(595
|
)
|
|
Nonvested units as of December 31, 2017
|
736,746
|
|
|
$
|
35.95
|
|
|
27,097
|
|
|
58,107
|
|
|
|
|
Granted for Accounting Purposes
|
||||||
|
Total Performance
Units Awarded
|
|
Performance Units
|
|
Weighted-Average Grant Date Fair Value per Unit
|
||||
Outstanding as of January 1, 2017
|
77,014
|
|
|
35,373
|
|
|
$
|
31.75
|
|
Granted
|
39,320
|
|
|
38,865
|
|
|
50.04
|
|
|
Vested
|
(35,373
|
)
|
|
(35,373
|
)
|
|
31.75
|
|
|
Outstanding as of December 31, 2017
|
80,961
|
|
|
38,865
|
|
|
$
|
50.04
|
|
|
Vested Units
|
|
Actual Conversion Rate
|
|
Gross Number of Units Issued
|
|||
2014 awards
|
9,613
|
|
|
150
|
%
|
|
14,420
|
|
2015 awards
|
9,878
|
|
|
150
|
%
|
|
14,818
|
|
2016 awards
|
15,882
|
|
|
150
|
%
|
|
23,825
|
|
Total
|
35,373
|
|
|
|
|
53,063
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S.
|
$
|
3,117
|
|
|
$
|
2,280
|
|
|
$
|
908
|
|
Foreign
|
6,335
|
|
|
6,329
|
|
|
9,820
|
|
|||
Foreign withholding tax
|
479
|
|
|
3,833
|
|
|
1,926
|
|
|||
Total current
|
9,931
|
|
|
12,442
|
|
|
12,654
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
U.S.
|
1,468
|
|
|
2,680
|
|
|
1,022
|
|
|||
Foreign
|
(1,065
|
)
|
|
(1,122
|
)
|
|
(1,464
|
)
|
|||
Foreign withholding tax
|
(397
|
)
|
|
(2,027
|
)
|
|
2,500
|
|
|||
Total deferred
|
6
|
|
|
(469
|
)
|
|
2,058
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
9,937
|
|
|
$
|
11,973
|
|
|
$
|
14,712
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
20,688
|
|
|
$
|
31,539
|
|
Employee benefits
|
483
|
|
|
697
|
|
||
Environmental and legal reserves
|
185
|
|
|
148
|
|
||
Allowance for bad debt
|
1,982
|
|
|
2,697
|
|
||
Other
|
2,050
|
|
|
1,697
|
|
||
Total deferred income tax assets
|
25,388
|
|
|
36,778
|
|
||
Less: Valuation allowance
|
(11,251
|
)
|
|
(12,759
|
)
|
||
Net deferred income tax assets
|
14,137
|
|
|
24,019
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(36,176
|
)
|
|
(43,788
|
)
|
||
Foreign withholding tax
|
—
|
|
|
(384
|
)
|
||
Total deferred income tax liabilities
|
(36,176
|
)
|
|
(44,172
|
)
|
||
|
|
|
|
||||
Net deferred income tax liability
|
$
|
(22,039
|
)
|
|
$
|
(20,153
|
)
|
|
|
|
|
||||
Reported on the consolidated balance sheets as:
|
|
|
|
||||
Deferred income tax asset
|
$
|
233
|
|
|
$
|
2,051
|
|
Deferred income tax liability
|
(22,272
|
)
|
|
(22,204
|
)
|
||
Net deferred income tax liability
|
$
|
(22,039
|
)
|
|
$
|
(20,153
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
516,288
|
|
|
$
|
485,650
|
|
|
$
|
508,522
|
|
Storage:
|
|
|
|
|
|
||||||
Third parties
|
604,847
|
|
|
589,098
|
|
|
599,302
|
|
|||
Intersegment
|
12,106
|
|
|
20,944
|
|
|
25,606
|
|
|||
Total storage
|
616,953
|
|
|
610,042
|
|
|
624,908
|
|
|||
Fuels marketing
|
692,884
|
|
|
681,934
|
|
|
976,216
|
|
|||
Consolidation and intersegment eliminations
|
(12,106
|
)
|
|
(20,944
|
)
|
|
(25,606
|
)
|
|||
Total revenues
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
128,061
|
|
|
$
|
89,554
|
|
|
$
|
84,951
|
|
Storage
|
127,473
|
|
|
118,663
|
|
|
116,768
|
|
|||
Total segment depreciation and amortization expense
|
255,534
|
|
|
208,217
|
|
|
201,719
|
|
|||
Other depreciation and amortization expense
|
8,698
|
|
|
8,519
|
|
|
8,491
|
|
|||
Total depreciation and amortization expense
|
$
|
264,232
|
|
|
$
|
216,736
|
|
|
$
|
210,210
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Pipeline
|
$
|
231,795
|
|
|
$
|
248,238
|
|
|
$
|
270,349
|
|
Storage
|
219,439
|
|
|
214,801
|
|
|
217,818
|
|
|||
Fuels marketing
|
5,983
|
|
|
3,406
|
|
|
13,507
|
|
|||
Consolidation and intersegment eliminations
|
(1
|
)
|
|
—
|
|
|
42
|
|
|||
Total segment operating income
|
457,216
|
|
|
466,445
|
|
|
501,716
|
|
|||
General and administrative expenses
|
112,240
|
|
|
98,817
|
|
|
102,521
|
|
|||
Other depreciation and amortization expense
|
8,698
|
|
|
8,519
|
|
|
8,491
|
|
|||
Total operating income
|
$
|
336,278
|
|
|
$
|
359,109
|
|
|
$
|
390,704
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
United States
|
$
|
1,406,626
|
|
|
$
|
1,352,936
|
|
|
$
|
1,599,088
|
|
Netherlands
|
322,251
|
|
|
313,395
|
|
|
386,282
|
|
|||
Other
|
85,142
|
|
|
90,351
|
|
|
98,670
|
|
|||
Consolidated revenues
|
$
|
1,814,019
|
|
|
$
|
1,756,682
|
|
|
$
|
2,084,040
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
United States
|
$
|
3,519,965
|
|
|
$
|
3,086,337
|
|
Netherlands
|
572,817
|
|
|
469,061
|
|
||
Other
|
208,151
|
|
|
166,885
|
|
||
Consolidated long-lived assets
|
$
|
4,300,933
|
|
|
$
|
3,722,283
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Thousands of Dollars)
|
||||||
Pipeline
|
$
|
3,492,417
|
|
|
$
|
2,024,633
|
|
Storage
|
2,735,563
|
|
|
2,522,586
|
|
||
Fuels marketing
|
118,746
|
|
|
168,347
|
|
||
Total segment assets
|
6,346,726
|
|
|
4,715,566
|
|
||
Other partnership assets
|
188,507
|
|
|
314,979
|
|
||
Total consolidated assets
|
$
|
6,535,233
|
|
|
$
|
5,030,545
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Thousands of Dollars)
|
||||||||||
Pipeline
|
$
|
1,596,311
|
|
|
$
|
88,373
|
|
|
$
|
175,657
|
|
Storage
|
244,398
|
|
|
206,641
|
|
|
285,258
|
|
|||
Other partnership assets
|
5,648
|
|
|
5,001
|
|
|
9,957
|
|
|||
Total capital expenditures
|
$
|
1,846,357
|
|
|
$
|
300,015
|
|
|
$
|
470,872
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
885
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
23,378
|
|
|
$
|
—
|
|
|
$
|
24,292
|
|
Receivables, net
|
—
|
|
|
280
|
|
|
—
|
|
|
176,495
|
|
|
—
|
|
|
176,775
|
|
||||||
Inventories
|
—
|
|
|
1,686
|
|
|
8,611
|
|
|
16,560
|
|
|
—
|
|
|
26,857
|
|
||||||
Other current assets
|
61
|
|
|
11,412
|
|
|
4,191
|
|
|
6,844
|
|
|
—
|
|
|
22,508
|
|
||||||
Intercompany receivable
|
—
|
|
|
3,112,164
|
|
|
—
|
|
|
—
|
|
|
(3,112,164
|
)
|
|
—
|
|
||||||
Total current assets
|
946
|
|
|
3,125,571
|
|
|
12,802
|
|
|
223,277
|
|
|
(3,112,164
|
)
|
|
250,432
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,893,720
|
|
|
591,070
|
|
|
1,816,143
|
|
|
—
|
|
|
4,300,933
|
|
||||||
Intangible assets, net
|
—
|
|
|
58,530
|
|
|
—
|
|
|
725,949
|
|
|
—
|
|
|
784,479
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
777,370
|
|
|
—
|
|
|
1,097,475
|
|
||||||
Investment in wholly owned
subsidiaries
|
2,891,371
|
|
|
24,162
|
|
|
1,301,717
|
|
|
790,882
|
|
|
(5,008,132
|
)
|
|
—
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|
233
|
|
||||||
Other long-term assets, net
|
303
|
|
|
65,684
|
|
|
27,493
|
|
|
8,201
|
|
|
—
|
|
|
101,681
|
|
||||||
Total assets
|
$
|
2,892,620
|
|
|
$
|
5,317,120
|
|
|
$
|
2,103,734
|
|
|
$
|
4,342,055
|
|
|
$
|
(8,120,296
|
)
|
|
$
|
6,535,233
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
349,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
349,990
|
|
Payables
|
4,078
|
|
|
27,642
|
|
|
13,160
|
|
|
101,052
|
|
|
—
|
|
|
145,932
|
|
||||||
Short-term debt
|
—
|
|
|
35,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
40,402
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
40,449
|
|
||||||
Accrued liabilities
|
1,105
|
|
|
17,628
|
|
|
9,450
|
|
|
33,395
|
|
|
—
|
|
|
61,578
|
|
||||||
Taxes other than income tax
|
125
|
|
|
7,110
|
|
|
3,794
|
|
|
3,356
|
|
|
—
|
|
|
14,385
|
|
||||||
Income tax payable
|
—
|
|
|
732
|
|
|
4
|
|
|
3,436
|
|
|
—
|
|
|
4,172
|
|
||||||
Intercompany payable
|
322,296
|
|
|
—
|
|
|
1,277,691
|
|
|
1,512,177
|
|
|
(3,112,164
|
)
|
|
—
|
|
||||||
Total current liabilities
|
327,604
|
|
|
478,504
|
|
|
1,304,099
|
|
|
1,653,463
|
|
|
(3,112,164
|
)
|
|
651,506
|
|
||||||
Long-term debt, less current portion
|
—
|
|
|
3,201,220
|
|
|
—
|
|
|
61,849
|
|
|
—
|
|
|
3,263,069
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,262
|
|
|
12
|
|
|
20,998
|
|
|
—
|
|
|
22,272
|
|
||||||
Other long-term liabilities
|
—
|
|
|
58,806
|
|
|
8,861
|
|
|
50,630
|
|
|
—
|
|
|
118,297
|
|
||||||
Total partners’ equity
|
2,565,016
|
|
|
1,577,328
|
|
|
790,762
|
|
|
2,555,115
|
|
|
(5,008,132
|
)
|
|
2,480,089
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
2,892,620
|
|
|
$
|
5,317,120
|
|
|
$
|
2,103,734
|
|
|
$
|
4,342,055
|
|
|
$
|
(8,120,296
|
)
|
|
$
|
6,535,233
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
870
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
$
|
35,942
|
|
Receivables, net
|
—
|
|
|
3,040
|
|
|
—
|
|
|
167,570
|
|
|
—
|
|
|
170,610
|
|
||||||
Inventories
|
—
|
|
|
2,216
|
|
|
2,005
|
|
|
33,724
|
|
|
—
|
|
|
37,945
|
|
||||||
Other current assets
|
61
|
|
|
120,350
|
|
|
1,829
|
|
|
10,446
|
|
|
—
|
|
|
132,686
|
|
||||||
Intercompany receivable
|
—
|
|
|
1,308,415
|
|
|
—
|
|
|
57,785
|
|
|
(1,366,200
|
)
|
|
—
|
|
||||||
Total current assets
|
931
|
|
|
1,434,026
|
|
|
3,834
|
|
|
304,592
|
|
|
(1,366,200
|
)
|
|
377,183
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
1,935,172
|
|
|
589,139
|
|
|
1,197,972
|
|
|
—
|
|
|
3,722,283
|
|
||||||
Intangible assets, net
|
—
|
|
|
71,033
|
|
|
—
|
|
|
56,050
|
|
|
—
|
|
|
127,083
|
|
||||||
Goodwill
|
—
|
|
|
149,453
|
|
|
170,652
|
|
|
376,532
|
|
|
—
|
|
|
696,637
|
|
||||||
Investment in wholly owned
subsidiaries
|
1,964,736
|
|
|
34,778
|
|
|
1,221,717
|
|
|
874,649
|
|
|
(4,095,880
|
)
|
|
—
|
|
||||||
Deferred income tax asset
|
—
|
|
|
—
|
|
|
—
|
|
|
2,051
|
|
|
—
|
|
|
2,051
|
|
||||||
Other long-term assets, net
|
1,255
|
|
|
63,586
|
|
|
28,587
|
|
|
11,880
|
|
|
—
|
|
|
105,308
|
|
||||||
Total assets
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
Liabilities and Partners’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payables
|
$
|
2,436
|
|
|
$
|
24,272
|
|
|
$
|
7,124
|
|
|
$
|
84,854
|
|
|
$
|
—
|
|
|
$
|
118,686
|
|
Short-term debt
|
—
|
|
|
54,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,000
|
|
||||||
Accrued interest payable
|
—
|
|
|
34,008
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
34,030
|
|
||||||
Accrued liabilities
|
1,070
|
|
|
7,118
|
|
|
10,766
|
|
|
41,531
|
|
|
—
|
|
|
60,485
|
|
||||||
Taxes other than income tax
|
125
|
|
|
6,854
|
|
|
3,253
|
|
|
5,453
|
|
|
—
|
|
|
15,685
|
|
||||||
Income tax payable
|
—
|
|
|
1,326
|
|
|
5
|
|
|
5,179
|
|
|
—
|
|
|
6,510
|
|
||||||
Intercompany payable
|
257,497
|
|
|
—
|
|
|
1,108,703
|
|
|
—
|
|
|
(1,366,200
|
)
|
|
—
|
|
||||||
Total current liabilities
|
261,128
|
|
|
127,578
|
|
|
1,129,851
|
|
|
137,039
|
|
|
(1,366,200
|
)
|
|
289,396
|
|
||||||
Long-term debt
|
—
|
|
|
2,956,338
|
|
|
—
|
|
|
58,026
|
|
|
—
|
|
|
3,014,364
|
|
||||||
Deferred income tax liability
|
—
|
|
|
1,862
|
|
|
13
|
|
|
20,329
|
|
|
—
|
|
|
22,204
|
|
||||||
Other long-term liabilities
|
—
|
|
|
34,358
|
|
|
9,436
|
|
|
49,170
|
|
|
—
|
|
|
92,964
|
|
||||||
Total partners’ equity
|
1,705,794
|
|
|
567,912
|
|
|
874,629
|
|
|
2,559,162
|
|
|
(4,095,880
|
)
|
|
1,611,617
|
|
||||||
Total liabilities and
partners’ equity
|
$
|
1,966,922
|
|
|
$
|
3,688,048
|
|
|
$
|
2,013,929
|
|
|
$
|
2,823,726
|
|
|
$
|
(5,462,080
|
)
|
|
$
|
5,030,545
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
496,454
|
|
|
$
|
221,125
|
|
|
$
|
1,097,458
|
|
|
$
|
(1,018
|
)
|
|
$
|
1,814,019
|
|
Costs and expenses
|
1,868
|
|
|
317,871
|
|
|
146,243
|
|
|
1,012,777
|
|
|
(1,018
|
)
|
|
1,477,741
|
|
||||||
Operating (loss) income
|
(1,868
|
)
|
|
178,583
|
|
|
74,882
|
|
|
84,681
|
|
|
—
|
|
|
336,278
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
149,775
|
|
|
(10,616
|
)
|
|
89,405
|
|
|
158,700
|
|
|
(387,264
|
)
|
|
—
|
|
||||||
Interest income (expense), net
|
57
|
|
|
(176,897
|
)
|
|
(5,587
|
)
|
|
9,344
|
|
|
—
|
|
|
(173,083
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
145
|
|
|
3
|
|
|
(5,442
|
)
|
|
—
|
|
|
(5,294
|
)
|
||||||
Income (loss) before income tax
(benefit) expense
|
147,964
|
|
|
(8,785
|
)
|
|
158,703
|
|
|
247,283
|
|
|
(387,264
|
)
|
|
157,901
|
|
||||||
Income tax (benefit) expense
|
—
|
|
|
(820
|
)
|
|
2
|
|
|
10,755
|
|
|
—
|
|
|
9,937
|
|
||||||
Net income (loss)
|
$
|
147,964
|
|
|
$
|
(7,965
|
)
|
|
$
|
158,701
|
|
|
$
|
236,528
|
|
|
$
|
(387,264
|
)
|
|
$
|
147,964
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
511,650
|
|
|
$
|
224,966
|
|
|
$
|
1,021,804
|
|
|
$
|
(1,738
|
)
|
|
$
|
1,756,682
|
|
Costs and expenses
|
1,806
|
|
|
302,099
|
|
|
150,384
|
|
|
945,022
|
|
|
(1,738
|
)
|
|
1,397,573
|
|
||||||
Operating (loss) income
|
(1,806
|
)
|
|
209,551
|
|
|
74,582
|
|
|
76,782
|
|
|
—
|
|
|
359,109
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
151,794
|
|
|
(13,769
|
)
|
|
82,202
|
|
|
156,036
|
|
|
(376,263
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(139,827
|
)
|
|
(744
|
)
|
|
2,221
|
|
|
—
|
|
|
(138,350
|
)
|
||||||
Other income (expense), net
|
18
|
|
|
(58,264
|
)
|
|
(26
|
)
|
|
(511
|
)
|
|
—
|
|
|
(58,783
|
)
|
||||||
Income (loss) before income
tax expense (benefit)
|
150,006
|
|
|
(2,309
|
)
|
|
156,014
|
|
|
234,528
|
|
|
(376,263
|
)
|
|
161,976
|
|
||||||
Income tax expense (benefit)
|
3
|
|
|
1,607
|
|
|
(23
|
)
|
|
10,386
|
|
|
—
|
|
|
11,973
|
|
||||||
Net income (loss)
|
$
|
150,003
|
|
|
$
|
(3,916
|
)
|
|
$
|
156,037
|
|
|
$
|
224,142
|
|
|
$
|
(376,263
|
)
|
|
$
|
150,003
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
547,959
|
|
|
$
|
215,469
|
|
|
$
|
1,322,675
|
|
|
$
|
(2,063
|
)
|
|
$
|
2,084,040
|
|
Costs and expenses
|
1,717
|
|
|
293,708
|
|
|
140,081
|
|
|
1,259,935
|
|
|
(2,105
|
)
|
|
1,693,336
|
|
||||||
Operating (loss) income
|
(1,717
|
)
|
|
254,251
|
|
|
75,388
|
|
|
62,740
|
|
|
42
|
|
|
390,704
|
|
||||||
Equity in earnings (loss)
of subsidiaries
|
308,437
|
|
|
(7,257
|
)
|
|
120,768
|
|
|
197,760
|
|
|
(619,708
|
)
|
|
—
|
|
||||||
Interest (expense) income, net
|
—
|
|
|
(137,847
|
)
|
|
1,611
|
|
|
4,368
|
|
|
—
|
|
|
(131,868
|
)
|
||||||
Other income, net
|
—
|
|
|
1,179
|
|
|
5
|
|
|
60,638
|
|
|
—
|
|
|
61,822
|
|
||||||
Income from continuing
operations before income
tax (benefit) expense
|
306,720
|
|
|
110,326
|
|
|
197,772
|
|
|
325,506
|
|
|
(619,666
|
)
|
|
320,658
|
|
||||||
Income tax (benefit) expense
|
—
|
|
|
(392
|
)
|
|
23
|
|
|
15,081
|
|
|
—
|
|
|
14,712
|
|
||||||
Income from continuing
operations
|
306,720
|
|
|
110,718
|
|
|
197,749
|
|
|
310,425
|
|
|
(619,666
|
)
|
|
305,946
|
|
||||||
Income from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|
—
|
|
|
774
|
|
||||||
Net income
|
$
|
306,720
|
|
|
$
|
110,718
|
|
|
$
|
197,749
|
|
|
$
|
311,199
|
|
|
$
|
(619,666
|
)
|
|
$
|
306,720
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
147,964
|
|
|
$
|
(7,965
|
)
|
|
$
|
158,701
|
|
|
$
|
236,528
|
|
|
$
|
(387,264
|
)
|
|
$
|
147,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
17,466
|
|
|
—
|
|
|
17,466
|
|
||||||
Net loss on pension and other postretirement benefit adjustments, net of tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,170
|
)
|
|
—
|
|
|
(6,170
|
)
|
||||||
Net loss on cash flow hedges
|
—
|
|
|
(2,046
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,046
|
)
|
||||||
Total other comprehensive
(loss) income
|
—
|
|
|
(2,046
|
)
|
|
—
|
|
|
11,296
|
|
|
—
|
|
|
9,250
|
|
||||||
Comprehensive income (loss)
|
$
|
147,964
|
|
|
$
|
(10,011
|
)
|
|
$
|
158,701
|
|
|
$
|
247,824
|
|
|
$
|
(387,264
|
)
|
|
$
|
157,214
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
150,003
|
|
|
$
|
(3,916
|
)
|
|
$
|
156,037
|
|
|
$
|
224,142
|
|
|
$
|
(376,263
|
)
|
|
$
|
150,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,243
|
)
|
|
—
|
|
|
(8,243
|
)
|
||||||
Net loss on pension and other postretirement benefit adjustments, net of tax benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,850
|
)
|
|
—
|
|
|
(2,850
|
)
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
5,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,710
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
5,710
|
|
|
—
|
|
|
(11,093
|
)
|
|
—
|
|
|
(5,383
|
)
|
||||||
Comprehensive income
|
$
|
150,003
|
|
|
$
|
1,794
|
|
|
$
|
156,037
|
|
|
$
|
213,049
|
|
|
$
|
(376,263
|
)
|
|
$
|
144,620
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income
|
$
|
306,720
|
|
|
$
|
110,718
|
|
|
$
|
197,749
|
|
|
$
|
311,199
|
|
|
$
|
(619,666
|
)
|
|
$
|
306,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,987
|
)
|
|
—
|
|
|
(31,987
|
)
|
||||||
Net gain on cash flow hedges
|
—
|
|
|
11,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,105
|
|
||||||
Total other comprehensive
income (loss)
|
—
|
|
|
11,105
|
|
|
—
|
|
|
(31,987
|
)
|
|
—
|
|
|
(20,882
|
)
|
||||||
Comprehensive income
|
$
|
306,720
|
|
|
$
|
121,823
|
|
|
$
|
197,749
|
|
|
$
|
279,212
|
|
|
$
|
(619,666
|
)
|
|
$
|
285,838
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
483,481
|
|
|
$
|
152,101
|
|
|
$
|
102,405
|
|
|
$
|
405,950
|
|
|
$
|
(737,138
|
)
|
|
$
|
406,799
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(47,600
|
)
|
|
(35,041
|
)
|
|
(301,997
|
)
|
|
—
|
|
|
(384,638
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(1,988
|
)
|
|
5,964
|
|
|
32,927
|
|
|
—
|
|
|
36,903
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,461,719
|
)
|
|
—
|
|
|
(1,461,719
|
)
|
||||||
Proceeds from Axeon term loan
|
—
|
|
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
||||||
Proceeds from insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
977
|
|
|
—
|
|
|
977
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
1,955
|
|
|
18
|
|
|
63
|
|
|
—
|
|
|
2,036
|
|
||||||
Investment in subsidiaries
|
(1,262,000
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
1,262,126
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
(1,262,000
|
)
|
|
62,367
|
|
|
(29,059
|
)
|
|
(1,729,875
|
)
|
|
1,262,126
|
|
|
(1,696,441
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
2,969,400
|
|
|
—
|
|
|
90,700
|
|
|
—
|
|
|
3,060,100
|
|
||||||
Debt repayments
|
—
|
|
|
(2,400,739
|
)
|
|
—
|
|
|
(86,800
|
)
|
|
—
|
|
|
(2,487,539
|
)
|
||||||
Issuance of preferred units, net of issuance costs
|
538,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
538,560
|
|
||||||
Issuance of common units, net of
issuance costs
|
643,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
643,878
|
|
||||||
General partner contribution
|
13,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,737
|
|
||||||
Distributions to preferred unitholders
|
(38,833
|
)
|
|
(19,417
|
)
|
|
(19,416
|
)
|
|
(19,418
|
)
|
|
58,251
|
|
|
(38,833
|
)
|
||||||
Distributions to common unitholders
and general partner
|
(446,306
|
)
|
|
(223,153
|
)
|
|
(223,153
|
)
|
|
(223,176
|
)
|
|
669,482
|
|
|
(446,306
|
)
|
||||||
Contributions from
(distributions to) affiliates
|
—
|
|
|
1,262,000
|
|
|
—
|
|
|
(9,279
|
)
|
|
(1,252,721
|
)
|
|
—
|
|
||||||
Net intercompany activity
|
73,206
|
|
|
(1,801,218
|
)
|
|
169,223
|
|
|
1,558,789
|
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(5,708
|
)
|
|
(1,317
|
)
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(7,325
|
)
|
||||||
Net cash provided by (used in)
financing activities
|
778,534
|
|
|
(214,444
|
)
|
|
(73,346
|
)
|
|
1,310,516
|
|
|
(524,988
|
)
|
|
1,276,272
|
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1,720
|
|
|
—
|
|
|
1,720
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
15
|
|
|
24
|
|
|
—
|
|
|
(11,689
|
)
|
|
—
|
|
|
(11,650
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
870
|
|
|
5
|
|
|
—
|
|
|
35,067
|
|
|
—
|
|
|
35,942
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
885
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
23,378
|
|
|
$
|
—
|
|
|
$
|
24,292
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
391,773
|
|
|
$
|
167,900
|
|
|
$
|
211,816
|
|
|
$
|
359,283
|
|
|
$
|
(694,011
|
)
|
|
$
|
436,761
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(64,334
|
)
|
|
(52,637
|
)
|
|
(87,387
|
)
|
|
—
|
|
|
(204,358
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(10,076
|
)
|
|
(285
|
)
|
|
(702
|
)
|
|
—
|
|
|
(11,063
|
)
|
||||||
Acquisitions
|
—
|
|
|
(95,657
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,657
|
)
|
||||||
Investment in subsidiaries
|
—
|
|
|
—
|
|
|
(212,900
|
)
|
|
—
|
|
|
212,900
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(170,067
|
)
|
|
(265,822
|
)
|
|
(88,089
|
)
|
|
212,900
|
|
|
(311,078
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,365,529
|
|
|
—
|
|
|
41,200
|
|
|
—
|
|
|
1,406,729
|
|
||||||
Debt repayments
|
—
|
|
|
(1,419,852
|
)
|
|
—
|
|
|
(36,300
|
)
|
|
—
|
|
|
(1,456,152
|
)
|
||||||
Issuance of preferred units, net of
issuance costs |
218,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,400
|
|
||||||
Issuance of common units, net of
issuance costs |
27,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,710
|
|
||||||
General partner contribution
|
680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
||||||
Distributions to common unitholders
and general partner
|
(392,962
|
)
|
|
(196,481
|
)
|
|
(196,481
|
)
|
|
(196,501
|
)
|
|
589,463
|
|
|
(392,962
|
)
|
||||||
Contributions from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
108,352
|
|
|
(108,352
|
)
|
|
—
|
|
||||||
Net intercompany activity
|
(241,131
|
)
|
|
255,326
|
|
|
250,487
|
|
|
(264,682
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
(4,485
|
)
|
|
(2,354
|
)
|
|
—
|
|
|
(8,890
|
)
|
|
—
|
|
|
(15,729
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(391,788
|
)
|
|
2,168
|
|
|
54,006
|
|
|
(356,821
|
)
|
|
481,111
|
|
|
(211,324
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
2,721
|
|
|
—
|
|
|
2,721
|
|
||||||
Net (decrease) increase in cash and
cash equivalents
|
(15
|
)
|
|
1
|
|
|
—
|
|
|
(82,906
|
)
|
|
—
|
|
|
(82,920
|
)
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
885
|
|
|
4
|
|
|
—
|
|
|
117,973
|
|
|
—
|
|
|
118,862
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
870
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
35,067
|
|
|
$
|
—
|
|
|
$
|
35,942
|
|
|
NuStar
Energy
|
|
NuStar
Logistics
|
|
NuPOP
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating
activities
|
$
|
389,967
|
|
|
$
|
237,780
|
|
|
$
|
119,928
|
|
|
$
|
365,588
|
|
|
$
|
(588,326
|
)
|
|
$
|
524,937
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(201,388
|
)
|
|
(39,533
|
)
|
|
(83,887
|
)
|
|
—
|
|
|
(324,808
|
)
|
||||||
Change in accounts payable
related to capital expenditures
|
—
|
|
|
(4,950
|
)
|
|
33
|
|
|
1,761
|
|
|
—
|
|
|
(3,156
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
(142,500
|
)
|
|
—
|
|
|
(142,500
|
)
|
||||||
Proceeds from insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
4,867
|
|
|
—
|
|
|
4,867
|
|
||||||
Proceeds from sale or disposition
of assets
|
—
|
|
|
10,320
|
|
|
22
|
|
|
6,790
|
|
|
—
|
|
|
17,132
|
|
||||||
Investment in other long-term assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,564
|
)
|
|
—
|
|
|
(3,564
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(196,018
|
)
|
|
(39,478
|
)
|
|
(216,533
|
)
|
|
—
|
|
|
(452,029
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt borrowings
|
—
|
|
|
1,589,131
|
|
|
—
|
|
|
94,500
|
|
|
—
|
|
|
1,683,631
|
|
||||||
Debt repayments
|
—
|
|
|
(1,275,910
|
)
|
|
—
|
|
|
(41,000
|
)
|
|
—
|
|
|
(1,316,910
|
)
|
||||||
Distributions to common unitholders
and general partner
|
(392,204
|
)
|
|
(196,102
|
)
|
|
(196,102
|
)
|
|
(196,122
|
)
|
|
588,326
|
|
|
(392,204
|
)
|
||||||
Net intercompany activity
|
2,199
|
|
|
(155,278
|
)
|
|
115,652
|
|
|
37,427
|
|
|
—
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
(3,605
|
)
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(3,746
|
)
|
||||||
Net cash used in financing activities
|
(390,005
|
)
|
|
(41,764
|
)
|
|
(80,450
|
)
|
|
(105,336
|
)
|
|
588,326
|
|
|
(29,229
|
)
|
||||||
Effect of foreign exchange rate
changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,729
|
)
|
|
—
|
|
|
(12,729
|
)
|
||||||
Net (decrease) increase in cash and
cash equivalents
|
(38
|
)
|
|
(2
|
)
|
|
—
|
|
|
30,990
|
|
|
—
|
|
|
30,950
|
|
||||||
Cash and cash equivalents as of the
beginning of the period
|
923
|
|
|
6
|
|
|
—
|
|
|
86,983
|
|
|
—
|
|
|
87,912
|
|
||||||
Cash and cash equivalents as of the
end of the period
|
$
|
885
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
117,973
|
|
|
$
|
—
|
|
|
$
|
118,862
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(Thousands of Dollars, Except Per Unit Data)
|
||||||||||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
487,430
|
|
|
$
|
435,488
|
|
|
$
|
440,566
|
|
|
$
|
450,535
|
|
|
$
|
1,814,019
|
|
Operating income
|
$
|
97,139
|
|
|
$
|
73,404
|
|
|
$
|
91,717
|
|
|
$
|
74,018
|
|
|
$
|
336,278
|
|
Net income
|
$
|
57,940
|
|
|
$
|
26,250
|
|
|
$
|
38,592
|
|
|
$
|
25,182
|
|
|
$
|
147,964
|
|
Basic and diluted net income per common unit
|
$
|
0.49
|
|
|
$
|
0.05
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
0.64
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
405,703
|
|
|
$
|
437,804
|
|
|
$
|
441,418
|
|
|
$
|
471,757
|
|
|
$
|
1,756,682
|
|
Operating income
|
$
|
94,565
|
|
|
$
|
91,217
|
|
|
$
|
87,954
|
|
|
$
|
85,373
|
|
|
$
|
359,109
|
|
Net income (loss)
|
$
|
57,401
|
|
|
$
|
52,517
|
|
|
$
|
51,141
|
|
|
$
|
(11,056
|
)
|
|
$
|
150,003
|
|
Basic and diluted net income (loss) per common unit
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.49
|
|
|
$
|
(0.31
|
)
|
|
$
|
1.27
|
|
Cash distributions per unit applicable to common limited partners
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
1.095
|
|
|
$
|
4.380
|
|