NS 3Q13 10-Q

Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________________________________________
 FORM 10-Q
 _________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______            
Commission File Number 1-16417
  _________________________________________
NUSTAR ENERGY L.P.
(Exact name of registrant as specified in its charter)
  _________________________________________
 
Delaware
 
74-2956831
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
19003 IH-10 West
San Antonio, Texas
 
78257
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (210) 918-2000
 _________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act:
Large accelerated filer
 
x
Accelerated filer
 
£
 
 
 
 
 
 
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
Smaller reporting company
 
£
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o   No  x
The number of common units outstanding as of October 31, 2013 was 77,886,078.
 
 
 
 
 



Table of Contents

NUSTAR ENERGY L.P. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 5.
 
 
 
Item 6.
 
 

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Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.
Financial Statements
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars, Except Unit Data)
 
September 30,
2013
 
December 31,
2012
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
24,519

 
$
83,602

Accounts receivable, net of allowance for doubtful accounts of $959
and $808 as of September 30, 2013 and December 31, 2012, respectively
242,203

 
387,943

Receivable from related parties
26,529

 
109,833

Inventories
122,998

 
173,228

Income tax receivable
25

 
1,265

Other current assets
41,188

 
65,238

Assets held for sale
2,847

 
118,334

Total current assets
460,309

 
939,443

Property, plant and equipment, at cost
4,528,950

 
4,287,859

Accumulated depreciation and amortization
(1,167,100
)
 
(1,049,399
)
Property, plant and equipment, net
3,361,850

 
3,238,460

Intangible assets, net
81,710

 
92,435

Goodwill
950,963

 
951,024

Investment in joint ventures
70,812

 
102,945

Deferred income tax asset
5,088

 
3,108

Note receivable from related party
146,472

 
95,711

Other long-term assets, net
165,456

 
189,963

Total assets
$
5,242,660

 
$
5,613,089

Liabilities and Partners’ Equity
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
33,982

 
$
286,422

Accounts payable
222,360

 
397,633

Payable to related party
19,589

 
1,408

Accrued interest payable
26,384

 
23,741

Accrued liabilities
37,444

 
124,203

Taxes other than income tax
13,066

 
9,893

Income tax payable
3,878

 
2,671

Total current liabilities
356,703

 
845,971

Long-term debt, less current portion
2,439,696

 
2,124,582

Long-term payable to related party
29,637

 
18,071

Deferred income tax liability
29,455

 
32,114

Other long-term liabilities
6,190

 
7,356

Commitments and contingencies (Note 5)

 

Partners’ equity:
 
 
 
Limited partners (77,886,078 common units outstanding
as of September 30, 2013 and December 31, 2012)
2,374,962

 
2,573,263

General partner
53,277

 
57,986

Accumulated other comprehensive loss
(57,665
)
 
(58,865
)
Total NuStar Energy L.P. partners’ equity
2,370,574

 
2,572,384

Noncontrolling interest
10,405

 
12,611

Total partners’ equity
2,380,979

 
2,584,995

Total liabilities and partners’ equity
$
5,242,660

 
$
5,613,089

See Condensed Notes to Consolidated Financial Statements.

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Table of Contents

NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
Service revenues
$
245,577

 
$
225,068

 
$
706,493

 
$
646,444

Product sales
534,433

 
1,368,688

 
1,977,423

 
4,324,465

Total revenues
780,010

 
1,593,756

 
2,683,916

 
4,970,909

Costs and expenses:
 
 
 
 
 
 
 
Cost of product sales
527,217

 
1,329,377

 
1,928,237

 
4,211,966

Operating expenses:
 
 
 
 
 
 
 
Third parties
88,974

 
105,165

 
255,490

 
293,012

Related party
31,517

 
36,872

 
97,647

 
108,636

Total operating expenses
120,491

 
142,037

 
353,137

 
401,648

General and administrative expenses:
 
 
 
 
 
 
 
Third parties
8,336

 
8,773

 
24,171

 
26,566

Related party
10,495

 
16,180

 
41,807

 
48,688

Total general and administrative expenses
18,831

 
24,953

 
65,978

 
75,254

Depreciation and amortization expense
47,597

 
38,037

 
137,185

 
125,538

Asset impairment loss

 

 

 
249,646

Goodwill impairment loss

 

 

 
22,132

Gain on legal settlement

 

 

 
(28,738
)
Total costs and expenses
714,136

 
1,534,404

 
2,484,537

 
5,057,446

Operating income (loss)
65,874

 
59,352

 
199,379

 
(86,537
)
Equity in (loss) earnings of joint ventures
(5,358
)
 
(951
)
 
(26,629
)
 
3,816

Interest expense, net
(31,078
)
 
(23,894
)
 
(93,601
)
 
(68,118
)
Interest income from related party
1,828

 

 
4,560

 

Other income (expense), net
1,407

 
(19,943
)
 
3,978

 
(21,392
)
Income (loss) from continuing operations before
income tax (benefit) expense
32,673

 
14,564

 
87,687

 
(172,231
)
Income tax (benefit) expense
(563
)
 
599

 
6,147

 
20,318

Income (loss) from continuing operations
33,236

 
13,965

 
81,540

 
(192,549
)
(Loss) income from discontinued operations, net of tax

 
(9,623
)
 
9,069

 
(23,665
)
Net income (loss)
33,236

 
4,342

 
90,609

 
(216,214
)
Less net loss attributable to noncontrolling interest
(161
)
 
(47
)
 
(439
)
 
(217
)
Net income (loss) attributable to NuStar Energy L.P.
$
33,397

 
$
4,389

 
$
91,048

 
$
(215,997
)
Net income (loss) per unit applicable to limited partners:
 
 
 
 
 
 
 
Continuing operations
$
0.28

 
$
0.04

 
$
0.61

 
$
(3.07
)
Discontinued operations

 
(0.13
)
 
0.12

 
(0.33
)
Total (Note 10)
$
0.28

 
$
(0.09
)
 
$
0.73

 
$
(3.40
)
Weighted-average limited partner units outstanding
77,886,078

 
72,383,578

 
77,886,078

 
71,302,538

 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
38,790

 
$
(4,018
)
 
$
90,042

 
$
(268,791
)
Less comprehensive (loss) income attributable to
noncontrolling interest
(729
)
 
66

 
(2,206
)
 
780

Comprehensive income (loss) attributable to
NuStar Energy L.P.
$
39,519

 
$
(4,084
)
 
$
92,248

 
$
(269,571
)
See Condensed Notes to Consolidated Financial Statements.

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Table of Contents

NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, Thousands of Dollars)
 
Nine Months Ended September 30,
 
2013
 
2012
Cash Flows from Operating Activities:
 
 
 
Net income (loss)
$
90,609

 
$
(216,214
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization expense
137,185

 
129,943

Amortization of debt related items
1,721

 
(5,718
)
(Gain) loss from sale or disposition of assets
(8,739
)
 
19,828

Asset and goodwill impairment loss

 
271,778

Gain on legal settlement

 
(28,738
)
Deferred income tax (benefit) expense
(3,815
)
 
1,403

Equity in loss (earnings) of joint ventures
26,629

 
(3,816
)
Distributions of equity in earnings of joint ventures
5,787

 
6,364

Changes in current assets and current liabilities (Note 11)
116,838

 
108,750

Other, net
12,325

 
(11,701
)
Net cash provided by operating activities
378,540

 
271,879

Cash Flows from Investing Activities:
 
 
 
Capital expenditures
(260,701
)
 
(320,778
)
Change in accounts payable related to capital expenditures
(2,879
)
 

Investment in other long-term assets

 
(2,364
)
Proceeds from sale or disposition of assets
116,467

 
471,823

Increase in note receivable from related party
(50,761
)
 
(170,711
)
Other, net
156

 

Net cash used in investing activities
(197,718
)
 
(22,030
)
Cash Flows from Financing Activities:
 
 
 
Proceeds from long-term debt borrowings
1,299,220

 
1,805,168

Proceeds from short-term debt borrowings

 
71,880

Proceeds from note offering, net of issuance costs
687,151

 
247,408

Long-term debt repayments
(1,897,182
)
 
(2,287,178
)
Short-term debt repayments

 
(71,880
)
Proceeds from issuance of common units, net of issuance costs

 
336,662

Contributions from general partner

 
7,121

Distributions to unitholders and general partner
(294,153
)
 
(267,228
)
Payments for termination of interest rate swaps
(33,697
)
 
(5,678
)
Other, net
3,168

 
363

Net cash used in financing activities
(235,493
)
 
(163,362
)
Effect of foreign exchange rate changes on cash
(4,412
)
 
3,472

Net (decrease) increase in cash and cash equivalents
(59,083
)
 
89,959

Cash and cash equivalents as of the beginning of the period
83,602

 
17,497

Cash and cash equivalents as of the end of the period
$
24,519

 
$
107,456

See Condensed Notes to Consolidated Financial Statements.

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Table of Contents

NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization and Operations
NuStar Energy L.P. (NuStar Energy) (NYSE: NS) is engaged in the terminalling and storage of petroleum products, the transportation of petroleum products and anhydrous ammonia, and fuels marketing. Unless otherwise indicated, the terms “NuStar Energy,” “the Partnership,” “we,” “our” and “us” are used in this report to refer to NuStar Energy L.P., to one or more of our consolidated subsidiaries or to all of them taken as a whole. NuStar GP Holdings, LLC (NuStar GP Holdings) (NYSE: NSH) owns our general partner, Riverwalk Logistics, L.P., and owns a 15.0% total interest in us as of September 30, 2013.

We conduct our operations through our subsidiaries, primarily NuStar Logistics, L.P. (NuStar Logistics) and NuStar Pipeline Operating Partnership L.P. (NuPOP). We have three business segments: storage, pipeline and fuels marketing.

Basis of Presentation
These unaudited condensed consolidated financial statements include the accounts of the Partnership and subsidiaries in which the Partnership has a controlling interest. Noncontrolling interests are separately disclosed on the financial statements. Inter-partnership balances and transactions have been eliminated in consolidation. We account for investments in 50% or less-owned entities using the equity method.

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and all disclosures are adequate. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three and nine months ended September 30, 2013 and 2012 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The consolidated balance sheet as of December 31, 2012 has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012.

New Accounting Pronouncements
Balance Sheet Offsetting. In December 2011, the Financial Accounting Standards Board (FASB) amended the disclosure requirements with respect to offsetting assets and liabilities. The amended guidance requires new disclosures to enable users of financial statements to reconcile differences in the offsetting requirements under U.S. GAAP and International Financial Reporting Standards. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the balance sheet as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In January 2013, the FASB further amended and clarified the scope of balance sheet offsetting disclosure requirements. The amended guidance limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement. The disclosures are required irrespective of whether the transactions are offset in the consolidated balance sheets. The amended guidance is effective for annual and interim reporting periods beginning on or after January 1, 2013, and retrospective application is required. Accordingly, we adopted the amended guidance January 1, 2013, and it did not have a material impact on our disclosures.

Other Comprehensive Income. In February 2013, the FASB further amended the disclosure requirements for the presentation of comprehensive income. The amended guidance requires that entities present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. The amended guidance is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. Accordingly, we adopted the amended guidance January 1, 2013, and it did not have a material impact on our disclosures.

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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


2. DISPOSITIONS

San Antonio Refinery
On January 1, 2013, we sold our fuels refinery in San Antonio, Texas (the San Antonio Refinery) and related assets, which included inventory, a terminal in Elmendorf, Texas and a pipeline connecting the terminal and refinery for approximately $117.0 million (the San Antonio Refinery Sale), and the purchaser assumed certain related liabilities. We have presented the results of operations for the San Antonio Refinery and related assets, previously reported in the fuels marketing and pipeline segments, as discontinued operations for all periods presented. For the three and nine months ended September 30, 2012, we allocated interest expense of $1.0 million and $2.9 million, respectively, to discontinued operations based on the ratio of net assets sold to consolidated net assets. We recognized a gain of $9.3 million on the sale, which is included in discontinued operations for the nine months ended September 30, 2013.

The following table summarizes the results from discontinued operations:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars)
Revenues
$

 
$
151,010

 
$
185

 
$
411,454

 
 
 
 
 
 
 
 
Income (loss) before income tax expense
$

 
$
(9,600
)
 
$
9,069

 
$
(23,629
)

As of December 31, 2012, we reclassified the assets related to the San Antonio Refinery as “Assets held for sale” on the consolidated balance sheet. The liabilities held for sale related to the San Antonio Refinery are included within “Accrued liabilities” on the consolidated balance sheet. The total assets and liabilities held for sale consisted of the following:
 
December 31, 2012
 
(Thousands of Dollars)
Inventories
$
15,939

Property, plant and equipment, net
93,899

Other long-term assets, net
5,650

Assets held for sale
$
115,488

 
 
Accrued liabilities (environmental reserve)
$
289

Other long-term liabilities (environmental reserve)
7,621

Liabilities held for sale
$
7,910


3. INVENTORIES

Inventories consisted of the following:
 
September 30,
2013
 
December 31,
2012
 
(Thousands of Dollars)
Crude oil
$
8,112

 
$
447

Finished products
106,997

 
164,894

Materials and supplies
7,889

 
7,887

Total
$
122,998

 
$
173,228


4. DEBT

Revolving Credit Agreement
During the nine months ended September 30, 2013, our $1.5 billion five-year revolving credit agreement (the 2012 Revolving Credit Agreement) was reduced by $154.3 million, primarily as a result of applying a portion of the proceeds from the issuance of NuStar Logistics’ 6.75% senior notes in August 2013. The 2012 Revolving Credit Agreement bears interest, at our option,

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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


based on either an alternative base rate or a LIBOR-based rate. The interest rate on the 2012 Revolving Credit Agreement is subject to adjustment if our debt rating is downgraded (or subsequently upgraded) by certain credit rating agencies. As of September 30, 2013, our weighted average interest rate was 2.4%.

The 2012 Revolving Credit Agreement contains customary restrictive covenants, including requiring us to maintain, as of the end of each rolling period, which consists of any period of four consecutive fiscal quarters, a consolidated debt coverage ratio (consolidated indebtedness to consolidated EBITDA, as defined in the 2012 Revolving Credit Agreement) not to exceed 5.00-to-1.00. The requirement not to exceed a maximum consolidated debt coverage ratio may limit the amount we can borrow under the 2012 Revolving Credit Agreement to an amount less than the total amount available for borrowing. As of September 30, 2013, our consolidated debt coverage ratio was 4.3x, and we had $1,055.5 million available for borrowing.

6.75% Senior Notes
On August 19, 2013, NuStar Logistics issued $300.0 million of 6.75% senior notes due February 1, 2021 (the 6.75% Senior Notes). We received proceeds of approximately $296.3 million, net of the underwriters’ discount and deferred issuance costs of $3.7 million, which we used for general partnership purposes, including repayment of outstanding borrowings under our 2012 Revolving Credit Agreement. The interest on the 6.75% Senior Notes is payable semi-annually in arrears on February 1 and August 1 of each year beginning on February 1, 2014.

The 6.75% Senior Notes rank equally with existing senior unsecured indebtedness of NuStar Logistics and do not have sinking fund requirements. The 6.75% Senior Notes issued by NuStar Logistics are fully and unconditionally guaranteed by NuStar Energy and NuPOP. NuPOP will be released from its guarantee when it no longer guarantees any obligations of NuStar Energy, or any of its subsidiaries, including NuStar Logistics, under any bank facility or public debt instrument. The 6.75% Senior Notes contain restrictions on NuStar Logistics’ ability to incur secured indebtedness unless the same security is also provided for the benefit of holders of the notes. In addition, the 6.75% Senior Notes limit NuStar Logistics’ ability to incur indebtedness secured by certain liens, to engage in certain sale-leaseback transactions and to engage in certain consolidations, mergers or asset sales. At the option of NuStar Logistics, the 6.75% Senior Notes may be redeemed in whole or in part at any time at a redemption price, which may include a make-whole premium, plus accrued and unpaid interest to the redemption date.

7.625% Fixed-to-Floating Rate Subordinated Notes
On January 22, 2013, NuStar Logistics issued $402.5 million of 7.625% fixed-to-floating rate subordinated notes due January 15, 2043 (the Subordinated Notes), including the underwriters’ option to purchase up to an additional $52.5 million principal amount of the notes, which was exercised in full. We received proceeds of approximately $390.9 million, net of $11.6 million of deferred issuance costs, which we used for general partnership purposes, including repayment of outstanding borrowings under our 2012 Revolving Credit Agreement. The Subordinated Notes are fully and unconditionally guaranteed on an unsecured and subordinated basis by NuStar Energy and NuPOP.
The Subordinated Notes bear interest at a fixed annual rate of 7.625%, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year beginning on April 15, 2013 and ending on January 15, 2018. Thereafter, the Subordinated Notes will bear interest at an annual rate equal to the sum of the three-month LIBOR rate for the related quarterly interest period, plus 6.734% payable quarterly on January 15, April 15, July 15 and October 15 of each year, commencing April 15, 2018, unless payment is deferred in accordance with the terms of the notes. NuStar Logistics may elect to defer interest payments on the Subordinated Notes on one or more occasions for up to five consecutive years. Deferred interest will accumulate additional interest at a rate equal to the interest rate then applicable to the Subordinated Notes until paid. If NuStar Logistics elects to defer interest payments, NuStar Energy cannot declare or make cash distributions to its unitholders during the period interest is deferred.
The Subordinated Notes do not have sinking fund requirements and are subordinated to existing senior unsecured indebtedness of NuStar Logistics and NuPOP. The Subordinated Notes do not contain restrictions on NuStar Logistics’ ability to incur additional indebtedness, including debt that ranks senior in priority of payment to the notes. In addition, the Subordinated Notes do not limit NuStar Logistics’ ability to incur indebtedness secured by certain liens or to engage in certain sale-leaseback transactions. At the option of NuStar Logistics, the Subordinated Notes may be redeemed in whole or in part at any time at a redemption price, which may include a make-whole premium, plus accrued and unpaid interest to the redemption date.

Gulf Opportunity Zone Revenue Bonds
In 2008, 2010 and 2011, the Parish of St. James, Louisiana issued, pursuant to the Gulf Opportunity Zone Act of 2005, tax-exempt revenue bonds (the GoZone Bonds) associated with our St. James, Louisiana terminal expansions. The GoZone Bonds bear interest based on a weekly tax-exempt bond market interest rate, and we pay interest monthly. The interest rate was 0.1% as of September 30, 2013. Following the issuance, the proceeds were deposited with a trustee and are disbursed to us upon our

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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


request for reimbursement of expenditures related to our St. James terminal expansions. We include the amount remaining in trust in “Other long-term assets, net,” and we include the amount of bonds issued in “Long-term debt, less current portion” on the consolidated balance sheets. For the nine months ended September 30, 2013, we received $38.5 million from the trustee. As of September 30, 2013, the amount remaining in trust totaled $88.1 million.

Other
In February 2013, we repaid the remaining principal balance of $0.6 million on our $12.0 million note payable due to the Port of Corpus Christi Authority of Nueces County, Texas. During the nine months ended September 30, 2013, we repaid NuStar Logistics’ $229.9 million of 6.05% senior notes due March 15, 2013 and NuPOP’s $250.0 million of 5.875% senior notes due June 1, 2013 with borrowings under our 2012 Revolving Credit Agreement.

In January 2013, Moody’s Investor Service lowered our credit rating to Ba1 from Baa3. This downgrade caused the interest rates on the 2012 Revolving Credit Agreement, NuStar Terminals Limited’s £21 million amended and restated term loan agreement and NuStar Logistics’ $350.0 million of 7.65% senior notes due 2018 to increase by 0.375%, 0.375% and 0.25%, respectively, effective January 2013. This downgrade may also require us to provide additional credit support for certain contracts, although as of September 30, 2013, we have not been required to provide any additional credit support.

5. COMMITMENTS AND CONTINGENCIES

Contingencies
We have contingent liabilities resulting from various litigation, claims and commitments. We record accruals for loss contingencies when losses are considered probable and can be reasonably estimated. Legal fees associated with defending the Partnership in legal matters are expensed as incurred. As of September 30, 2013, we have accrued $0.6 million for contingent losses. The amount that will ultimately be paid related to these matters may differ from the recorded accruals, and the timing of such payments is uncertain. In addition, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our results of operations, financial position or liquidity.

Commitments
On November 6, 2013, we came to a mutual agreement with PDVSA-Petróleo S.A. (PDVSA) to terminate that certain Crude Oil Sales Agreement dated effective as of March 1, 2008 (the CSA). We previously amended the CSA to reduce the crude oil purchase obligations from 75,000 barrels per day to 30,000 barrels per day, which remains in effect for the remainder the year. The termination is effective January 1, 2014, and will also terminate our crude oil supply agreement with NuStar Asphalt LLC (Asphalt JV) effective January 1, 2014. See Note 8. Related Party Transactions for a discussion of our crude oil supply agreement with Asphalt JV.

6. FAIR VALUE MEASUREMENTS

We segregate the inputs used in measuring fair value into three levels: Level 1, defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists. We consider counterparty credit risk and our own credit risk in the determination of all estimated fair values.

Product Imbalances. We value our assets and liabilities related to product imbalances using quoted market prices in active markets as of the reporting date.

Interest Rate Swaps. We estimate the fair value of both our fixed-to-floating and forward-starting interest rate swaps using discounted cash flows, which used observable inputs such as time to maturity and market interest rates.

Commodity Derivatives. We base the fair value of certain of our commodity derivative instruments on quoted prices on an exchange; accordingly, we include these items in Level 1 of the fair value hierarchy. We also have derivative instruments for which we determine fair value using industry pricing services and other observable inputs, such as quoted prices on an exchange for similar derivative instruments. Therefore, we include these derivative instruments in Level 2 of the fair value hierarchy. See Note 7. Derivatives and Risk Management Activities for a discussion of our derivative instruments.


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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


The following assets and liabilities are measured at fair value:
 
September 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(Thousands of Dollars)
Other current assets:
 
 
 
 
 
 
 
Product imbalances
$
970

 
$

 
$

 
$
970

Commodity derivatives
202

 
4,200

 

 
4,402

Other long-term assets, net:
 
 
 
 
 
 
 
Commodity derivatives

 
6,575

 

 
6,575

Accrued liabilities:
 
 
 
 
 
 
 
Product imbalances
(1,476
)
 

 

 
(1,476
)
Commodity derivatives

 
(5,006
)
 

 
(5,006
)
Contingent consideration

 

 
(2,818
)
 
(2,818
)
Other long-term liabilities:
 
 
 
 
 
 
 
Commodity derivatives

 
(208
)
 

 
(208
)
Total
$
(304
)
 
$
5,561

 
$
(2,818
)
 
$
2,439


 
December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(Thousands of Dollars)
Other current assets:
 
 
 
 
 
 
 
Product imbalances
$
1,232

 
$

 
$

 
$
1,232

Commodity derivatives
1,001

 
8,357

 

 
9,358

Other long-term assets, net:
 
 
 
 
 
 
 
Commodity derivatives

 
9,206

 

 
9,206

Accrued liabilities:
 
 
 
 
 
 
 
Product imbalances
(1,686
)
 

 

 
(1,686
)
Commodity derivatives

 
(19,210
)
 

 
(19,210
)
Interest rate swaps

 
(40,911
)
 

 
(40,911
)
Contingent consideration

 

 
(9,600
)
 
(9,600
)
Total
$
547

 
$
(42,558
)
 
$
(9,600
)
 
$
(51,611
)

Contingent Consideration
On December 13, 2012, NuStar Logistics acquired certain assets, including 100% of the partnership interest in TexStar Crude Oil Pipeline, LP, from TexStar Midstream Services, LP and certain of its affiliates (collectively, TexStar) for approximately $325.0 million (the TexStar Asset Acquisition), including contingent consideration.

In connection with the TexStar Asset Acquisition, we could be obligated to pay additional consideration to TexStar. Such obligations are dependent upon the cost of work required to complete certain assets and obtain outstanding real estate rights (collectively, the Contingent Consideration). We estimated the fair value of the Contingent Consideration using a probability-weighted discounted cash flow model, which reflects possible outcomes and our estimates of the probabilities of those outcomes. Our estimate of the fair value is based on significant inputs not observable in the market and thus falls within Level 3 of the fair value hierarchy. The probability-weighted cash flows were discounted using a discount rate of 11%.

Based on our assessment of the costs necessary to complete the assets in accordance with our agreement with TexStar, and considering the probability of possible outcomes, we determined that it is unlikely we would be obligated to pay a portion of the Contingent Consideration. The undiscounted amount of potential future payments that we could be required to make under the applicable agreements is between $0 and $9.3 million.
 

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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


The following table summarizes the activity in our Level 3 liabilities for contingent consideration:
 
Nine Months Ended
September 30, 2013
 
(Thousands of Dollars)
Beginning balance
$
9,600

Amounts settled
(1,114
)
Changes in fair value recorded in earnings:
 
Operating expenses
(6,500
)
Interest expense, net
832

Ending balance
$
2,818


Fair Value of Financial Instruments
We recognize cash equivalents, receivables, note receivables from related parties, payables and debt in our consolidated balance sheets at their carrying amount. The fair values of these financial instruments, except for a note receivable from related party and debt, approximate their carrying amounts. The estimated fair value and carrying amounts of the note receivable from related party and debt were as follows:
 
September 30, 2013
 
December 31, 2012
 
Fair Value
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
(Thousands of Dollars)
Debt
$
2,429,001

 
$
2,473,678

 
$
2,377,120

 
$
2,411,004

Note receivable from related party
$
109,505

 
$
146,472

 
$
91,705

 
$
95,711


We estimated the fair value of our publicly-traded senior notes based upon quoted prices in active markets; therefore, we determined that the fair value of our publicly traded senior notes falls in Level 1 of the fair value hierarchy. For our other debt, for which a quoted market price is not available, we estimated the fair value using a discounted cash flow analysis using current incremental borrowing rates for similar types of borrowing arrangements and determined that the fair value falls in Level 2 of the fair value hierarchy.

We estimated the fair value of the note receivable from related party using discounted cash flows, which use inputs such as time to maturity and estimated market interest rates, and determined the fair value falls in Level 3 of the fair value hierarchy. See Note 8. Related Party Transactions for additional information on the note receivable from Asphalt JV.

7. DERIVATIVES AND RISK MANAGEMENT ACTIVITIES

We utilize various derivative instruments to manage our exposure to commodity price risk and interest rate risk. Our risk management policies and procedures are designed to monitor interest rates, futures and swap positions and over-the-counter positions, as well as physical volumes, grades, locations and delivery schedules, to help ensure that our hedging activities address our market risks. Our risk management committee oversees our trading controls and procedures and certain aspects of commodity and trading risk management. Our risk management committee also reviews all new commodity and trading risk management strategies in accordance with our risk management policy, as approved by our board of directors.
Interest Rate Risk
We were a party to certain interest rate swap agreements to manage our exposure to changes in interest rates, which included forward-starting interest rate swap agreements related to the interest payments associated with forecasted probable debt issuances in 2013. We entered into these swaps in order to hedge the risk of changes in the interest payments attributable to changes in the benchmark interest rate during the period from the effective date of the swap to the issuance of the forecasted debt. These swaps qualified, and we designated them, as cash flow hedges of future interest payments associated with forecasted debt issuances. In connection with the maturity of the 6.05% senior notes due March 15, 2013 and 5.875% senior notes due June 1, 2013, we terminated forward-starting interest rate swap agreements with an aggregate notional amount of $275.0 million. We paid $33.7 million in connection with the terminations, which we reclassify out of “Accumulated other comprehensive loss” and into “Interest expense, net” as the interest payments occur or if the interest payments are probable not to occur. During the second quarter of 2013, we determined that one forecasted interest payment was probable not to occur, and we reclassified $2.0 million out of “Accumulated other comprehensive loss” to “Interest expense, net.” As of September 30, 2013, we had no forward-starting interest rate swaps.

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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



We were also a party to fixed-to-floating interest rate swap agreements associated with a portion of our fixed-rate senior notes, which we accounted for as fair value hedges. We terminated all remaining fixed-to-floating interest rate swap agreements during the year ended December 31, 2012.

Commodity Price Risk
We are exposed to market risks related to the volatility of crude oil and refined product prices. In order to reduce the risk of commodity price fluctuations with respect to our crude oil and finished product inventories and related firm commitments to purchase and/or sell such inventories, we utilize commodity futures and swap contracts, which qualify, and we designate as, fair value hedges. Derivatives that are intended to hedge our commodity price risk, but fail to qualify as fair value or cash flow hedges, are considered economic hedges, and we record associated gains and losses in net income.

To determine the volume represented by commodity contracts, we combined the volume of our long and short open positions on an absolute basis, which totaled 20.9 million barrels and 22.7 million barrels as of September 30, 2013 and December 31, 2012, respectively.

As of September 30, 2013 and December 31, 2012, we had $4.5 million and $6.2 million, respectively, of margin deposits related to our derivative instruments.

The fair values of our derivative instruments included in our consolidated balance sheets were as follows:
 
 
 
Asset Derivatives
 
Liability Derivatives
 
Balance Sheet Location
 
September 30,
2013
 
December 31, 2012
 
September 30,
2013
 
December 31, 2012
 
 
 
(Thousands of Dollars)
Derivatives Designated as
Hedging Instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
 
$
412

 
$
1,471

 
$

 
$
(811
)
Interest rate swaps
Accrued liabilities
 

 

 

 
(40,911
)
Total
 
 
412

 
1,471

 

 
(41,722
)
 
 
 
 
 
 
 
 
 
 
Derivatives Not Designated
as Hedging Instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
 
19,120

 
22,269

 
(15,130
)
 
(13,571
)
Commodity contracts
Other long-term assets, net
 
18,034

 
39,322

 
(11,459
)
 
(30,116
)
Commodity contracts
Accrued liabilities
 
7,199

 
17,406

 
(12,205
)
 
(36,616
)
Commodity contracts
Other long-term liabilities
 
7,165

 

 
(7,373
)
 

Total
 
 
51,518

 
78,997

 
(46,167
)
 
(80,303
)
 
 
 
 
 
 
 
 
 
 
Total Derivatives
 
 
$
51,930

 
$
80,468

 
$
(46,167
)
 
$
(122,025
)
 
Certain of our derivative instruments are eligible for offset in the consolidated balance sheets and subject to master netting arrangements. Under our master netting arrangements, there is a legally enforceable right to offset amounts, and we intend to settle such amounts on a net basis. The following are the net amounts presented on the consolidated balance sheets:
Commodity Contracts
 
September 30,
2013
 
December 31, 2012
 
 
(Thousands of Dollars)
Net amounts of assets presented in the consolidated balance sheets
 
$
10,977

 
$
18,564

Net amounts of liabilities presented in the consolidated balance sheets
 
$
(5,214
)
 
$
(19,210
)


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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


The earnings impact of our derivative activity was as follows:
Derivatives Designated as Fair Value Hedging Instruments
 
Income Statement
Location
 
Amount of Gain
(Loss) Recognized
in Income on
Derivative
(Effective Portion)
 
Amount of  Gain
(Loss)
Recognized in
Income on
Hedged Item
 
Amount of Gain
(Loss) Recognized
in Income  on
Derivative
(Ineffective Portion)
 
 
 
 
(Thousands of Dollars)
Three months ended September 30, 2013:
 
 
 
 
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
(3,853
)
 
$
4,184

 
$
331

 
 
 
 
 
 
 
 
 
Three months ended September 30, 2012:
 
 
 
 
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
(23,131
)
 
$
22,505

 
$
(626
)
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2013:
 
 
 
 
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
4,059

 
$
(6,298
)
 
$
(2,239
)
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2012:
 
 
 
 
 
 
 
 
Interest rate swaps
 
Interest expense, net
 
$
(17,345
)
 
$
17,345

 
$

Commodity contracts
 
Cost of product sales
 
(20,496
)
 
19,058

 
(1,438
)
Total
 
 
 
$
(37,841
)
 
$
36,403

 
$
(1,438
)

Derivatives Designated as Cash Flow Hedging Instruments
 
Amount of Gain
(Loss) Recognized 
in OCI 
on Derivative
(Effective Portion)
 
Income Statement
Location (a)
 
Amount of Gain
(Loss) Reclassified
from
Accumulated OCI
into  Income
(Effective Portion)
 
Amount of Gain
(Loss) Recognized
in Income on
Derivative
(Ineffective 
Portion)
 
 
(Thousands of Dollars)
 
 
 
(Thousands of Dollars)
Three months ended September 30, 2013:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$

 
Interest expense, net
 
$
(1,653
)
 
$

 
 
 
 
 
 
 
 
 
Three months ended September 30, 2012:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
(3,825
)
 
Interest expense, net
 
$
(645
)
 
$

Commodity contracts
 
(20,629
)
 
Income (loss) from discontinued operations
 
(8,728
)
 
277

Total
 
$
(24,454
)
 
 
 
$
(9,373
)
 
$
277

 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2013:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
7,213

 
Interest expense, net
 
$
(4,615
)
 
$

 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2012:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
(17,276
)
 
Interest expense, net
 
$
(1,697
)
 
$

Commodity contracts
 
(73,289
)
 
Income (loss) from discontinued operations
 
(24,590
)
 
4,287

Total
 
$
(90,565
)
 
 
 
$
(26,287
)
 
$
4,287

(a)
Amounts are included in specified location for both the gain (loss) reclassified from accumulated other comprehensive income (OCI) into income (effective portion) and the gain (loss) recognized in income on derivative (ineffective portion).


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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Derivatives Not Designated as Hedging Instruments
 
Income Statement Location
 
Amount of Gain (Loss)
Recognized in Income
 
 
 
 
(Thousands of Dollars)
Three months ended September 30, 2013:
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
(4,941
)
 
 
 
 
 
Three months ended September 30, 2012:
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
(710
)
Commodity contracts
 
Income (loss) from discontinued operations
 
(136
)
Total
 
 
 
$
(846
)
 
 
 
 
 
Nine months ended September 30, 2013:
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
(4,492
)
Commodity contracts
 
Income (loss) from discontinued operations
 
(218
)
Total
 
 
 
$
(4,710
)
 
 
 
 
 
Nine months ended September 30, 2012:
 
 
 
 
Commodity contracts
 
Revenues
 
$
(7,654
)
Commodity contracts
 
Cost of product sales
 
20,679

Commodity contracts
 
Income (loss) from discontinued operations
 
2,412

Total
 
 
 
$
15,437


For derivatives designated as cash flow hedging instruments, once a hedged transaction occurs, we reclassify the effective portion from accumulated OCI to “Cost of product sales” or “Interest expense, net.” As of September 30, 2013, we expect to reclassify a loss of $11.0 million to “Interest expense, net” within the next twelve months.

8. RELATED PARTY TRANSACTIONS

The following table summarizes information pertaining to related party transactions:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars)
Revenues
$
2,376

 
$
713

 
$
16,183

 
$
2,198

Operating expenses
$
31,517

 
$
36,872

 
$
97,647

 
$
108,636

General and administrative expenses
$
10,495

 
$
16,180

 
$
41,807

 
$
48,688

Interest income
$
1,828

 
$

 
$
4,560

 
$

Expenses included in discontinued operations, net of tax
$

 
$
2,161

 
$
196

 
$
6,451


NuStar GP, LLC
Our operations are managed by NuStar GP, LLC, the general partner of our general partner. Under a services agreement between NuStar Energy and NuStar GP, LLC, employees of NuStar GP, LLC perform services for our U.S. operations. Certain of our wholly owned subsidiaries employ persons who perform services for our international operations. Employees of NuStar GP, LLC provide services to both NuStar Energy and NuStar GP Holdings; therefore, we reimburse NuStar GP, LLC for all employee costs, other than the expenses allocated to NuStar GP Holdings.

We had a payable to NuStar GP, LLC of $19.6 million and $1.4 million as of September 30, 2013 and December 31, 2012, respectively, with both amounts representing payroll, employee benefit plan expenses and unit-based compensation. We also had a long-term payable to NuStar GP, LLC as of September 30, 2013 and December 31, 2012 of $29.6 million and $18.1 million, respectively, related to amounts payable for retiree medical benefits and other post-employment benefits.


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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Asphalt JV
On September 28, 2012, we sold a 50% ownership interest (the Asphalt Sale) in NuStar Asphalt LLC (Asphalt JV), previously a wholly owned subsidiary. Asphalt JV owns and operates the asphalt refining assets that were previously wholly owned by NuStar Energy. Unless otherwise indicated, the term “Asphalt JV” is used in this report to refer to NuStar Asphalt LLC, to one or more of its consolidated subsidiaries or to all of them taken as a whole.

Financing Agreements and Credit Support. The NuStar JV Facility is an unsecured revolving credit facility provided by NuStar Energy to Asphalt JV in an aggregate principal amount not to exceed $250.0 million for a term of seven years. As of September 30, 2013 and December 31, 2012, the balance due under the NuStar JV Facility totaled $146.5 million and $95.7 million, respectively.

In addition, during the term of the NuStar JV Facility, NuStar Energy will provide credit support, such as guarantees, letters of credit and cash collateral, as applicable, of up to $150.0 million. As of September 30, 2013, NuStar Energy has provided guarantees for commodity purchases, lease obligations and certain utilities for Asphalt JV with an aggregate maximum potential exposure of $105.0 million. In addition, NuStar Energy has provided two guarantees to Asphalt JV suppliers that do not specify a maximum amount, but for which we believe any amounts due would be minimal. A majority of these guarantees have no expiration date. As of September 30, 2013, NuStar Energy has also provided $2.2 million in letters of credit on behalf of Asphalt JV. In the event that NuStar Energy must fund its obligation under these guarantees or letters of credit, that amount will be added to borrowings under the NuStar JV Facility, but it will not reduce the availability under the NuStar JV Facility.

Crude Oil Supply Agreement. We entered into a crude oil supply agreement with Asphalt JV (the Asphalt JV Crude Oil Supply Agreement) that commits Asphalt JV to purchase from us in a given year the lesser of (i) the number of barrels of crude oil required to be purchased by us from PDVSA under the CSA for such year or (ii) 35,000 barrels per day of crude oil multiplied by the number of days in such year. As a result of the termination of the CSA, the Asphalt JV Crude Oil Supply Agreement will also terminate effective January 1, 2014. See Note 5. Commitments and Contingencies for additional discussion of the CSA. As of September 30, 2013 and December 31, 2012, we had a receivable from Asphalt JV of $26.5 million and $109.4 million, respectively, mainly associated with crude oil sales under the Asphalt JV Crude Oil Supply Agreement.

Variable Interest Entity. We determined the equity of Asphalt JV is not sufficient to finance its activities without additional subordinated support, including support provided by us as described above. Therefore, we determined Asphalt JV is a variable interest entity (VIE). We analyzed our relationship with Asphalt JV, including our representation on the board of members, our equity interests and our rights under the various agreements with Asphalt JV and determined that we do not have the power to direct the activities most significant to the economic performance of Asphalt JV. As a result, we are not the primary beneficiary of Asphalt JV, and we report our 50% ownership in Asphalt JV using the equity method of accounting. Therefore, we have presented our investment in Asphalt JV within “Investment in joint ventures” on the consolidated balance sheets as of September 30, 2013 and December 31, 2012.

As of September 30, 2013, our maximum exposure to loss as a result of our involvement with Asphalt JV is approximately $431.0 million, which consists of: (i) our investment in Asphalt JV of $4.5 million; (ii) up to $250.0 million under the NuStar JV Facility; (iii) up to $150.0 million for credit support, including guarantees; and (iv) a receivable from Asphalt JV of $26.5 million.

Services Agreement Between Asphalt JV and NuStar GP, LLC. In conjunction with the Asphalt Sale, NuStar GP, LLC entered into a services agreement with Asphalt JV, effective September 28, 2012 (the Asphalt JV Services Agreement). The Asphalt JV Services Agreement provides that NuStar GP, LLC will furnish certain administrative and other operating services necessary to conduct the business of Asphalt JV. Asphalt JV will compensate NuStar GP, LLC for these services through an annual fee totaling $10.0 million, subject to adjustment based on the annual merit increase percentage applicable to NuStar GP, LLC employees for the most recently completed contract year. The Asphalt JV Services Agreement will terminate on December 31, 2017 and will automatically renew for successive two-year terms. Asphalt JV may terminate the Asphalt JV Services Agreement at any time, with 180 days prior written notice or reduce the level of service with 45 days prior written notice. During the nine months ended September 30, 2013, Asphalt JV provided written notice to reduce the level of services that NuStar GP, LLC provides to Asphalt JV, which is currently at 63% of the original service level.

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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


9. PARTNERS’ EQUITY

Partners Equity Activity
The following table summarizes changes in the carrying amount of equity attributable to NuStar Energy L.P. partners and noncontrolling interest:
 
Three Months Ended September 30, 2013
 
Three Months Ended September 30, 2012
 
NuStar Energy L.P. Partners’ Equity
 
Noncontrolling Interest
 
Total Partners’
Equity
 
NuStar Energy L.P. Partners’ Equity
 
Noncontrolling Interest
 
Total Partners’
Equity
 
(Thousands of Dollars)
Beginning balance
$
2,429,132

 
$
11,134

 
$
2,440,266

 
$
2,408,269

 
$
12,848

 
$
2,421,117

Net income (loss)
33,397

 
(161
)
 
33,236

 
4,389

 
(47
)
 
4,342

Other comprehensive
income (loss):
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
adjustment
4,469

 
(568
)
 
3,901

 
6,608

 
113

 
6,721

Net unrealized loss
on cash flow hedges

 

 

 
(24,454
)
 

 
(24,454
)
Net loss on cash flow
hedges reclassified
into interest expense, net
1,653

 

 
1,653

 
645

 

 
645

Net loss on cash flow
hedges reclassified
into income (loss) from
discontinued operations

 

 

 
8,728

 

 
8,728

Total other comprehensive
income (loss)
6,122

 
(568
)
 
5,554

 
(8,473
)
 
113

 
(8,360
)
Cash distributions to
partners
(98,051
)
 

 
(98,051
)
 
(89,076
)
 

 
(89,076
)
Issuance of common units,
including contribution
from general partner

 

 

 
344,076

 

 
344,076

Other
(26
)
 

 
(26
)
 

 

 

Ending balance
$
2,370,574

 
$
10,405

 
$
2,380,979

 
$
2,659,185

 
$
12,914

 
$
2,672,099



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NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


 
Nine Months Ended September 30, 2013
 
Nine Months Ended September 30, 2012
 
NuStar Energy L.P. Partners’ Equity
 
Noncontrolling Interest
 
Total Partners’
Equity
 
NuStar Energy L.P. Partners’ Equity
 
Noncontrolling Interest
 
Total Partners’
Equity
 
(Thousands of Dollars)
Beginning balance
$
2,572,384

 
$
12,611

 
$
2,584,995

 
$
2,852,201

 
$
12,134

 
$
2,864,335

Net income (loss)
91,048

 
(439
)
 
90,609

 
(215,997
)
 
(217
)
 
(216,214
)
Other comprehensive
income (loss):
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
adjustment
(10,628
)
 
(1,767
)
 
(12,395
)
 
10,704

 
997

 
11,701

Net unrealized gain (loss)
on cash flow hedges
7,213

 

 
7,213

 
(90,565
)
 

 
(90,565
)
Net loss on cash flow
hedges reclassified
into interest expense, net
4,615

 

 
4,615

 
1,697

 

 
1,697

Net loss on cash flow
hedges reclassified
into income (loss) from
discontinued operations

 

 

 
24,590

 

 
24,590

Total other comprehensive
income (loss)
1,200

 
(1,767
)
 
(567
)
 
(53,574
)
 
997

 
(52,577
)
Cash distributions to
partners
(294,153
)
 

 
(294,153
)
 
(267,228
)
 

 
(267,228
)
Issuance of common units,
including contribution
from general partner

 

 

 
344,076

 

 
344,076

Other
95

 

 
95

 
(293
)
 

 
(293
)
Ending balance
$
2,370,574

 
$
10,405

 
$
2,380,979

 
$
2,659,185

 
$
12,914

 
$
2,672,099


Allocations of Net Income
Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders and the general partner will receive. The partnership agreement also contains provisions for the allocation of net income and loss to the unitholders and the general partner. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interests. Normal allocations according to percentage interests are made after giving effect to priority income allocations, if any, in an amount equal to incentive cash distributions allocated 100% to the general partner. The following table details the calculation of net income applicable to the general partner:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars)
Net income (loss) attributable to NuStar Energy L.P.
$
33,397

 
$
4,389

 
$
91,048

 
$
(215,997
)
Less general partner incentive distribution
10,805

 
10,805

 
32,415

 
30,437

Net income (loss) after general partner
incentive distribution
22,592

 
(6,416
)
 
58,633

 
(246,434
)
General partner interest
2
%
 
2
%
 
2
%
 
2
%
General partner allocation of net income (loss) after
general partner incentive distribution
452

 
(128
)
 
1,174

 
(4,928
)
General partner incentive distribution
10,805

 
10,805

 
32,415

 
30,437

Net income applicable to general partner
$
11,257

 
$
10,677

 
$
33,589

 
$
25,509



17

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Cash Distributions
The following table reflects the allocation of total cash distributions to the general and limited partners applicable to the period in which the distributions were earned:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars, Except Per Unit Data)
General partner interest
$
1,961

 
$
1,961

 
$
5,883

 
$
5,525

General partner incentive distribution
10,805

 
10,805

 
32,415

 
30,437

Total general partner distribution
12,766

 
12,766

 
38,298

 
35,962

Limited partners’ distribution
85,285

 
85,285

 
255,855

 
240,241

Total cash distributions
$
98,051

 
$
98,051

 
$
294,153

 
$
276,203

 
 
 
 
 
 
 
 
Cash distributions per unit applicable
to limited partners
$
1.095

 
$
1.095

 
$
3.285

 
$
3.285


The following table summarizes information related to our quarterly cash distributions:
Quarter Ended
 
Cash Distributions Per Unit
 
Total Cash Distributions (Thousands of Dollars)
 
Record Date
 
Payment Date
September 30, 2013 (a)
 
$
1.095

 
$
98,051

 
November 11, 2013
 
November 14, 2013
June 30, 2013
 
$
1.095

 
$
98,051

 
August 5, 2013
 
August 9, 2013
March 31, 2013
 
$
1.095

 
$
98,051

 
May 6, 2013
 
May 10, 2013
December 31, 2012
 
$
1.095

 
$
98,051

 
February 11, 2013
 
February 14, 2013
(a)
The distribution was announced on October 31, 2013.


18

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


10. NET INCOME (LOSS) PER UNIT

We have identified the general partner interest and incentive distribution rights (IDR) as participating securities and use the two-class method when calculating the net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Basic and diluted net income per unit applicable to limited partners are the same because we have no potentially dilutive securities outstanding.

The following table details the calculation of earnings (loss) per unit:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars, Except Unit and Per Unit Data)
Net income (loss) attributable to NuStar Energy L.P.
$
33,397

 
$
4,389

 
$
91,048

 
$
(215,997
)
Less general partner distribution (including IDR)
12,766

 
12,766

 
38,298

 
35,962

Less limited partner distribution
85,285

 
85,285

 
255,855

 
240,241

Distributions in excess of earnings
$
(64,654
)
 
$
(93,662
)
 
$
(203,105
)
 
$
(492,200
)
 
 
 
 
 
 
 
 
General partner earnings:
 
 
 
 
 
 
 
Distributions
$
12,766

 
$
12,766

 
$
38,298

 
$
35,962

Allocation of distributions in excess of earnings (2%)
(1,293
)
 
(1,874
)
 
(4,061
)
 
(9,846
)
Total
$
11,473

 
$
10,892

 
$
34,237

 
$
26,116

 
 
 
 
 
 
 
 
Limited partner earnings:
 
 
 
 
 
 
 
Distributions
$
85,285

 
$
85,285

 
$
255,855

 
$
240,241

Allocation of distributions in excess of earnings (98%)
(63,361
)
 
(91,788
)
 
(199,044
)
 
(482,354
)
Total
$
21,924

 
$
(6,503
)
 
$
56,811

 
$
(242,113
)
 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding
77,886,078

 
72,383,578

 
77,886,078

 
71,302,538

 
 
 
 
 
 
 
 
Net income (loss) per unit applicable to limited partners
$
0.28

 
$
(0.09
)
 
$
0.73

 
$
(3.40
)

19

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


11. STATEMENTS OF CASH FLOWS
Changes in current assets and current liabilities were as follows:
 
Nine Months Ended September 30,
 
2013
 
2012
 
(Thousands of Dollars)
Decrease (increase) in current assets:
 
 
 
Accounts receivable
$
145,803

 
$
95,213

Receivable from related parties
83,265

 
(3,149
)
Inventories
47,145

 
60,878

Income tax receivable
1,204

 
3,190

Other current assets
24,026

 
(17,571
)
Increase (decrease) in current liabilities:
 
 
 
Accounts payable
(176,161
)
 
(11,854
)
Payable to related party
18,180

 
6,976

Accrued interest payable
2,643

 
(5,867
)
Accrued liabilities
(33,618
)
 
(21,253
)
Taxes other than income tax
3,144

 
2,662

Income tax payable
1,207

 
(475
)
Changes in current assets and current liabilities
$
116,838

 
$
108,750

 
The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable balance sheets due to current assets and current liabilities disposed of during the period and the effect of foreign currency translation.

Cash flows related to interest and income taxes were as follows:
 
Nine Months Ended September 30,
 
2013
 
2012
 
(Thousands of Dollars)
Cash paid for interest, net of amount capitalized
$
88,529

 
$
85,583

Cash paid for income taxes, net of tax refunds received
$
8,183

 
$
18,308


12. SEGMENT INFORMATION

Our reportable business segments consist of storage, pipeline (formerly known as the transportation segment), and fuels marketing. In 2013, we renamed the “Asphalt and Fuels Marketing Segment” the “Fuels Marketing Segment” since this name more accurately reflects the operations that remain after our deconsolidation of Asphalt JV in 2012 and the San Antonio Refinery Sale.

Our segments represent strategic business units that offer different services and products. We evaluate the performance of each segment based on its respective operating income, before general and administrative expenses and certain non-segmental depreciation and amortization expense. General and administrative expenses are not allocated to the operating segments since those expenses relate primarily to the overall management at the entity level. Our principal operations include terminalling and storage of petroleum products, the transportation of petroleum products and anhydrous ammonia, and fuels marketing. Intersegment revenues result from storage and throughput agreements with wholly owned subsidiaries of NuStar Energy at lease rates consistent with rates charged to third parties for storage and at pipeline tariff rates based upon the applicable published tariff. Related party revenues mainly result from storage agreements with our joint ventures and the noncontrolling shareholder of our Turkey subsidiary.

20

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Results of operations for the reportable segments were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars)
Revenues:
 
 
 
 
 
 
 
Storage:
 
 
 
 
 
 
 
Third parties
$
131,207

 
$
128,538

 
$
396,086

 
$
389,412

Intersegment
6,933

 
19,679

 
26,326

 
55,542

Related party
2,376

 
713

 
7,538

 
2,198

Total storage
140,516

 
148,930

 
429,950

 
447,152

Pipeline
111,508

 
92,570

 
301,761

 
244,938

Fuels marketing:
 
 
 
 
 
 
 
Third parties
534,919

 
1,371,935

 
1,969,886

 
4,334,361

Related party

 

 
8,645

 

Total fuels marketing
534,919

 
1,371,935

 
1,978,531

 
4,334,361

Consolidation and intersegment eliminations
(6,933
)
 
(19,679
)
 
(26,326
)
 
(55,542
)
Total revenues
$
780,010

 
$
1,593,756

 
$
2,683,916

 
$
4,970,909

 
 
 
 
 
 
 
 
Operating income:
 
 
 
 
 
 
 
Storage
$
38,217

 
$
50,422

 
$
131,132

 
$
160,696

Pipeline
58,018

 
41,864

 
149,126

 
110,640

Fuels marketing
(9,079
)
 
(6,517
)
 
(7,240
)
 
(302,783
)
Consolidation and intersegment eliminations
80

 
175

 
(33
)
 
213

Total segment operating income (loss)
87,236

 
85,944

 
272,985

 
(31,234
)
General and administrative expenses
18,831

 
24,953

 
65,978

 
75,254

Other depreciation and amortization expense
2,531

 
1,639

 
7,628

 
5,492

Other asset impairment loss

 

 

 
3,295

Gain on legal settlement

 

 

 
(28,738
)
Total operating income (loss)
$
65,874

 
$
59,352

 
$
199,379

 
$
(86,537
)

Total assets by reportable segment were as follows:
 
September 30,
2013
 
December 31,
2012
 
(Thousands of Dollars)
Storage
$
2,675,227

 
$
2,627,946

Pipeline
1,769,036

 
1,720,711

Fuels marketing
517,540

 
885,661

Total segment assets
4,961,803

 
5,234,318

Other partnership assets
280,857

 
378,771

Total consolidated assets
$
5,242,660

 
$
5,613,089

 

21

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

NuStar Energy has no operations and its assets consist mainly of its investments in NuStar Logistics and NuPOP, both wholly owned subsidiaries. The senior and subordinated notes issued by NuStar Logistics are fully and unconditionally guaranteed by NuStar Energy and NuPOP. As a result, the following condensed consolidating financial statements are presented as an alternative to providing separate financial statements for NuStar Logistics and NuPOP.

Condensed Consolidating Balance Sheets
September 30, 2013
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
286

 
$
9

 
$

 
$
24,224

 
$

 
$
24,519

Receivables, net

 
48,527

 
11,331

 
194,930

 
13,944

 
268,732

Inventories

 
2,055

 
10,552

 
110,454

 
(63
)
 
122,998

Income tax receivable

 

 

 
25

 

 
25

Other current assets
22

 
21,896

 
1,577

 
17,693

 

 
41,188

Assets held for sale

 
2,847

 

 

 

 
2,847

Intercompany receivable

 
324,347

 
387,731

 

 
(712,078
)
 

Total current assets
308

 
399,681

 
411,191

 
347,326

 
(698,197
)
 
460,309

Property, plant and equipment, net

 
1,539,777

 
575,143

 
1,246,930

 

 
3,361,850

Intangible assets, net

 
17,428

 

 
64,282

 

 
81,710

Goodwill

 
149,453

 
170,652

 
630,858

 

 
950,963

Investment in wholly owned
subsidiaries
2,931,570

 
177,736

 
1,229,345

 
2,392,178

 
(6,730,829
)
 

Investment in joint ventures

 
4,453

 

 
66,359

 

 
70,812

Deferred income tax asset

 

 

 
5,088

 

 
5,088

Note receivable from related party

 
146,472

 

 

 

 
146,472

Other long-term assets, net
490

 
123,982

 
26,331

 
14,653

 

 
165,456

Total assets
$
2,932,368

 
$
2,558,982

 
$
2,412,662

 
$
4,767,674

 
$
(7,429,026
)
 
$
5,242,660

Liabilities and Partners’ Equity
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$

 
$

 
$

 
$
33,982

 
$

 
$
33,982

Payables

 
62,791

 
10,704

 
154,510

 
13,944

 
241,949

Accrued interest payable

 
26,380

 

 
4

 

 
26,384

Accrued liabilities
750

 
14,300

 
5,558

 
16,836

 

 
37,444

Taxes other than income tax
63

 
6,526

 
3,780

 
2,697

 

 
13,066

Income tax payable

 
358

 
3

 
3,517

 

 
3,878

Intercompany payable
503,316

 

 

 
208,762

 
(712,078
)
 

Total current liabilities
504,129

 
110,355

 
20,045

 
420,308

 
(698,134
)
 
356,703

Long-term debt, less current portion

 
2,439,696

 

 

 

 
2,439,696

Long-term payable to related party

 
24,195

 

 
5,442

 

 
29,637

Deferred income tax liability

 

 

 
29,455

 

 
29,455

Other long-term liabilities

 
843

 
404

 
4,943

 

 
6,190

Total partners’ equity
2,428,239

 
(16,107
)
 
2,392,213

 
4,307,526

 
(6,730,892
)
 
2,380,979

Total liabilities and
partners’ equity
$
2,932,368

 
$
2,558,982

 
$
2,412,662

 
$
4,767,674

 
$
(7,429,026
)
 
$
5,242,660



22

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Condensed Consolidating Balance Sheets
December 31, 2012
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
7,033

 
$
1,112

 
$

 
$
75,457

 
$

 
$
83,602

Receivables, net

 
157,452

 
10,561

 
340,144

 
(10,381
)
 
497,776

Inventories

 
2,320

 
5,590

 
165,349

 
(31
)
 
173,228

Income tax receivable

 

 

 
1,265

 

 
1,265

Other current assets

 
26,353

 
1,468

 
37,417

 

 
65,238

Assets held for sale

 
35,337

 

 
82,997

 

 
118,334

Intercompany receivable

 
353,384

 
599,599

 

 
(952,983
)
 

Total current assets
7,033

 
575,958

 
617,218

 
702,629

 
(963,395
)
 
939,443

Property, plant and equipment, net

 
1,423,991

 
582,299

 
1,232,170

 

 
3,238,460

Intangible assets, net

 
18,733

 

 
73,702

 

 
92,435

Goodwill

 
145,990

 
170,652

 
634,382

 

 
951,024

Investment in wholly owned
subsidiaries
3,133,097

 
161,957

 
1,208,595

 
2,329,595

 
(6,833,244
)
 

Investment in joint ventures

 
35,883

 

 
67,062

 

 
102,945

Deferred income tax asset

 

 

 
3,108

 

 
3,108

Note receivable from related party

 
95,711

 

 

 

 
95,711

Other long-term assets, net
490

 
148,384

 
26,330

 
14,759

 

 
189,963

Total assets
$
3,140,620

 
$
2,606,607

 
$
2,605,094

 
$
5,057,407

 
$
(7,796,639
)
 
$
5,613,089

Liabilities and Partners’ Equity
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$

 
$
1,313

 
$
250,967

 
$
34,142

 
$

 
$
286,422

Payables
15

 
122,706

 
12,657

 
274,044

 
(10,381
)
 
399,041

Accrued interest payable

 
22,512

 
1,224

 
5

 

 
23,741

Accrued liabilities
862

 
76,322

 
7,542

 
39,477

 

 
124,203

Taxes other than income tax
129

 
5,671

 
2,830

 
1,263

 

 
9,893

Income tax payable

 
247

 

 
2,424

 

 
2,671

Intercompany payable
508,365

 

 

 
444,618

 
(952,983
)
 

Total current liabilities
509,371

 
228,771

 
275,220

 
795,973

 
(963,364
)
 
845,971

Long-term debt, less current portion

 
2,124,582

 

 

 

 
2,124,582

Long-term payable to related party

 
12,629

 

 
5,442

 

 
18,071

Deferred income tax liability

 

 

 
32,114

 

 
32,114

Other long-term liabilities

 
2,701

 
279

 
4,376

 

 
7,356

Total partners’ equity
2,631,249

 
237,924

 
2,329,595

 
4,219,502

 
(6,833,275
)
 
2,584,995

Total liabilities and
partners’ equity
$
3,140,620

 
$
2,606,607

 
$
2,605,094

 
$
5,057,407

 
$
(7,796,639
)
 
$
5,613,089

 



23

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Condensed Consolidating Statements of Comprehensive Income
For the Three Months Ended September 30, 2013
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$

 
$
107,066

 
$
50,669

 
$
631,026

 
$
(8,751
)
 
$
780,010

Costs and expenses
507

 
67,005

 
32,274

 
623,181

 
(8,831
)
 
714,136

Operating (loss) income
(507
)
 
40,061

 
18,395

 
7,845

 
80

 
65,874

Equity in earnings of subsidiaries
33,904

 
8,136

 
4,992

 
23,449

 
(70,481
)
 

Equity in (loss) earnings of
joint ventures

 
(8,202
)
 

 
2,844

 

 
(5,358
)
Interest (expense) income, net

 
(29,451
)
 
76

 
125

 

 
(29,250
)
Other income, net

 

 
8

 
1,399

 

 
1,407

Income from continuing
operations before income tax
expense
33,397

 
10,544

 
23,471

 
35,662

 
(70,401
)
 
32,673

Income tax expense (benefit)

 
146

 
1

 
(710
)
 

 
(563
)
Income from continuing
operations
33,397

 
10,398

 
23,470

 
36,372

 
(70,401
)
 
33,236

Income from discontinued
operations, net of tax

 

 

 

 

 

Net income
33,397

 
10,398

 
23,470

 
36,372

 
(70,401
)
 
33,236

Less net loss attributable to
noncontrolling interest

 

 

 
(161
)
 

 
(161
)
Net income attributable to
NuStar Energy L.P.
$
33,397

 
$
10,398

 
$
23,470

 
$
36,533

 
$
(70,401
)
 
$
33,397

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
33,397

 
$
12,746

 
$
23,470

 
$
39,578

 
$
(70,401
)
 
$
38,790

Less comprehensive loss
attributable to
noncontrolling interest

 

 

 
(729
)
 

 
(729
)
Comprehensive income
attributable to NuStar Energy L.P.
$
33,397

 
$
12,746

 
$
23,470

 
$
40,307

 
$
(70,401
)
 
$
39,519

 



24

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Three Months Ended September 30, 2012
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$

 
$
97,369

 
$
48,486

 
$
1,455,625

 
$
(7,724
)
 
$
1,593,756

Costs and expenses
460

 
57,573

 
36,977

 
1,447,320

 
(7,926
)
 
1,534,404

Operating (loss) income
(460
)
 
39,796

 
11,509

 
8,305

 
202

 
59,352

Equity in earnings (loss) of
subsidiaries
4,849

 
(13,291
)
 
13,862

 
24,246

 
(29,666
)
 

Equity in (loss) earnings of
joint venture

 
(3,304
)
 

 
2,353

 

 
(951
)
Interest expense, net

 
(20,804
)
 
(2,800
)
 
(290
)
 

 
(23,894
)
Other (expense) income, net

 
(21,491
)
 
1,678

 
(130
)
 

 
(19,943
)
Income (loss) from continuing
operations before income tax
expense
4,389

 
(19,094
)
 
24,249

 
34,484

 
(29,464
)
 
14,564

Income tax expense

 
97

 
1

 
501

 

 
599

Income (loss) from continuing
operations
4,389

 
(19,191
)
 
24,248

 
33,983

 
(29,464
)
 
13,965

Loss from discontinued operations,
 net of tax

 
(241
)
 

 
(9,185
)
 
(197
)
 
(9,623
)
Net income (loss)
4,389

 
(19,432
)
 
24,248

 
24,798

 
(29,661
)
 
4,342

Less net loss attributable to
noncontrolling interest

 

 

 
(47
)
 

 
(47
)
Net income (loss) attributable to
NuStar Energy L.P.
$
4,389

 
$
(19,432
)
 
$
24,248

 
$
24,845

 
$
(29,661
)
 
$
4,389

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
4,389

 
$
(22,612
)
 
$
24,248

 
$
19,618

 
$
(29,661
)
 
$
(4,018
)
Less comprehensive income
attributable to
noncontrolling interest

 

 

 
66

 

 
66

Comprehensive income (loss)
attributable to NuStar Energy L.P.
$
4,389

 
$
(22,612
)
 
$
24,248

 
$
19,552

 
$
(29,661
)
 
$
(4,084
)
 

 


25

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Condensed Consolidating Statements of Comprehensive Income
For the Nine Months Ended September 30, 2013
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$

 
$
308,936

 
$
151,189

 
$
2,249,598

 
$
(25,807
)
 
$
2,683,916

Costs and expenses
1,438

 
181,472

 
104,311

 
2,223,091

 
(25,775
)
 
2,484,537

Operating (loss) income
(1,438
)
 
127,464

 
46,878

 
26,507

 
(32
)
 
199,379

Equity in earnings of subsidiaries
92,486

 
15,779

 
20,750

 
62,614

 
(191,629
)
 

Equity in (loss) earnings of
joint ventures

 
(31,713
)
 

 
5,084

 

 
(26,629
)
Interest expense, net

 
(83,788
)
 
(4,941
)
 
(312
)
 

 
(89,041
)
Other income (expense), net

 
2,466

 
(65
)
 
1,577

 

 
3,978

Income from continuing
operations before income tax
expense
91,048

 
30,208

 
62,622

 
95,470

 
(191,661
)
 
87,687

Income tax expense

 
420

 
4

 
5,723

 

 
6,147

Income from continuing
operations
91,048

 
29,788

 
62,618

 
89,747

 
(191,661
)
 
81,540

Income from discontinued
operations, net of tax

 
28

 

 
9,041

 

 
9,069

Net income
91,048

 
29,816

 
62,618

 
98,788

 
(191,661
)
 
90,609

Less net loss attributable to
noncontrolling interest

 

 

 
(439
)
 

 
(439
)
Net income attributable to
NuStar Energy L.P.
$
91,048

 
$
29,816

 
$
62,618

 
$
99,227

 
$
(191,661
)
 
$
91,048

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
91,048

 
$
43,306

 
$
62,618

 
$
84,731

 
$
(191,661
)
 
$
90,042

Less comprehensive loss
attributable to
noncontrolling interest

 

 

 
(2,206
)
 

 
(2,206
)
Comprehensive income
attributable to NuStar Energy L.P.
$
91,048

 
$
43,306

 
$
62,618

 
$
86,937

 
$
(191,661
)
 
$
92,248





26

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Condensed Consolidating Statements of Comprehensive Income (Loss)
For the Nine Months Ended September 30, 2012
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
$

 
$
260,414

 
$
142,769

 
$
4,589,035

 
$
(21,309
)
 
$
4,970,909

Costs and expenses
1,280

 
154,333

 
103,673

 
4,819,766

 
(21,606
)
 
5,057,446

Operating (loss) income
(1,280
)
 
106,081

 
39,096

 
(230,731
)
 
297

 
(86,537
)
Equity in (loss) earnings of
subsidiaries
(214,717
)
 
(342,197
)
 
76,380

 
106,073

 
374,461

 

Equity in (loss) earnings of
 joint venture

 
(3,304
)
 

 
7,120

 

 
3,816

Interest expense, net

 
(57,621
)
 
(9,799
)
 
(698
)
 

 
(68,118
)
Other (loss) income, net

 
(21,199
)
 
1,751

 
(1,944
)
 

 
(21,392
)
(Loss) income from continuing
operations before income tax
expense
(215,997
)
 
(318,240
)
 
107,428

 
(120,180
)
 
374,758

 
(172,231
)
Income tax expense

 
238

 
1,331

 
18,749

 

 
20,318

(Loss) income from continuing
operations
(215,997
)
 
(318,478
)
 
106,097

 
(138,929
)
 
374,758

 
(192,549
)
Loss from discontinued
operations, net of tax

 
(2,154
)
 

 
(21,250
)
 
(261
)
 
(23,665
)
Net (loss) income
(215,997
)
 
(320,632
)
 
106,097

 
(160,179
)
 
374,497

 
(216,214
)
Less net loss attributable to
noncontrolling interest

 

 

 
(217
)
 

 
(217
)
Net (loss) income attributable to
NuStar Energy L.P.
$
(215,997
)
 
$
(320,632
)
 
$
106,097

 
$
(159,962
)
 
$
374,497

 
$
(215,997
)
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive (loss) income
$
(215,997
)
 
$
(336,211
)
 
$
106,097

 
$
(197,177
)
 
$
374,497

 
$
(268,791
)
Less comprehensive income
attributable to
noncontrolling interest

 

 

 
780

 

 
780

Comprehensive (loss) income
attributable to NuStar Energy L.P.
$
(215,997
)
 
$
(336,211
)
 
$
106,097

 
$
(197,957
)
 
$
374,497

 
$
(269,571
)



27

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 30, 2013
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by (used in)
operating activities
$
292,499

 
$
159,157

 
$
50,587

 
$
170,479

 
$
(294,182
)
 
$
378,540

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(181,580
)
 
(13,449
)
 
(65,672
)
 

 
(260,701
)
Change in accounts payable
    related to capital expenditures

 
(5,419
)
 
1,534

 
1,006

 

 
(2,879
)
Proceeds from sale or disposition
of assets

 
116,348

 
28

 
91

 

 
116,467

Increase in note receivable from
related party

 
(50,761
)
 

 

 

 
(50,761
)
Investment in subsidiaries
(141
)
 

 

 

 
141

 

Other, net
141

 
15

 

 

 

 
156

Net cash (used in) provided by
investing activities

 
(121,397
)
 
(11,887
)
 
(64,575
)
 
141

 
(197,718
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Debt borrowings

 
1,299,220

 

 

 

 
1,299,220

Debt repayments

 
(1,647,182
)
 
(250,000
)
 

 

 
(1,897,182
)
Note offering, net

 
687,151

 

 

 

 
687,151

Distributions to unitholders
and general partner
(294,153
)
 
(294,153
)
 

 
(29
)
 
294,182

 
(294,153
)
Payments for termination of
interest rate swaps

 
(33,697
)
 

 

 

 
(33,697
)
Net intercompany borrowings
(repayments)
(5,047
)
 
(53,557
)
 
211,300

 
(152,696
)
 

 

Other, net
(46
)
 
3,355

 

 

 
(141
)
 
3,168

Net cash (used in) provided by
financing activities
(299,246
)
 
(38,863
)
 
(38,700
)
 
(152,725
)
 
294,041

 
(235,493
)
Effect of foreign exchange rate
changes on cash

 

 

 
(4,412
)
 

 
(4,412
)
Net decrease in cash
and cash equivalents
(6,747
)
 
(1,103
)
 

 
(51,233
)
 

 
(59,083
)
Cash and cash equivalents as of the
beginning of the period
7,033

 
1,112

 

 
75,457

 

 
83,602

Cash and cash equivalents as of the
end of the period
$
286

 
$
9

 
$

 
$
24,224

 
$

 
$
24,519

 



28

Table of Contents
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Condensed Consolidating Statements of Cash Flows
For the Nine Months Ended September 30, 2012
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net cash provided by (used in)
operating activities
$
265,905

 
$
91,736

 
$
46,183

 
$
142,700

 
$
(274,645
)
 
$
271,879

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(237,408
)
 
(11,816
)
 
(71,554
)
 

 
(320,778
)
Investment in other long-term
assets

 

 

 
(2,364
)
 

 
(2,364
)
Proceeds from sale or disposition
of assets

 
436,426

 
4,531

 
30,866

 

 
471,823

Increase in note receivable from
related party

 
(170,711
)
 

 

 

 
(170,711
)
Investment in subsidiaries
(344,244
)
 

 

 
(34
)
 
344,278

 

Net cash (used in) provided by
investing activities
(344,244
)
 
28,307

 
(7,285
)
 
(43,086
)
 
344,278

 
(22,030
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Debt borrowings

 
1,877,048

 

 

 

 
1,877,048

Debt repayments

 
(2,109,058
)
 
(250,000
)
 

 

 
(2,359,058
)
Note offering, net

 
247,408

 

 

 

 
247,408

Issuance of common units, net of
issuance costs
336,662

 

 

 

 

 
336,662

General partner contribution
7,121

 

 

 

 

 
7,121

Distributions to unitholders and
general partner
(267,228
)
 
(267,228
)
 

 
(7,426
)
 
274,654

 
(267,228
)
Payments for termination of
interest rate swaps

 
(5,678
)
 

 

 

 
(5,678
)
Contributions from
(distributions to) affiliates

 
344,244

 

 
34

 
(344,278
)
 

Net intercompany borrowings
(repayments)
9,059

 
(206,846
)
 
211,102

 
(13,306
)
 
(9
)
 

Other, net
(133
)
 
496

 

 

 

 
363

Net cash provided by (used in)
financing activities
85,481

 
(119,614
)
 
(38,898
)
 
(20,698
)
 
(69,633
)
 
(163,362
)
Effect of foreign exchange rate
changes on cash

 
(431
)
 

 
3,903

 

 
3,472

Net increase (decrease) in cash and
cash equivalents
7,142

 
(2
)
 

 
82,819

 

 
89,959

Cash and cash equivalents as of the
beginning of the period
139

 
14

 

 
17,344

 

 
17,497

Cash and cash equivalents as of the
end of the period
$
7,281

 
$
12

 
$

 
$
100,163

 
$

 
$
107,456






29


Table of Contents

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain estimates, predictions, projections, assumptions and other forward-looking statements that involve various risks and uncertainties. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. These forward-looking statements can generally be identified by the words “anticipates,” “believes,” “expects,” “plans,” “intends,” “estimates,” “forecasts,” “budgets,” “projects,” “will,” “could,” “should,” “may” and similar expressions. These statements reflect our current views with regard to future events and are subject to various risks, uncertainties and assumptions. Please read our Annual Report on Form 10-K for the year ended December 31, 2012, Part I, Item 1A “Risk Factors,” as updated by the risk factors disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2103, as well as our subsequent current and quarterly reports, for a discussion of certain of those risks, uncertainties and assumptions.

If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those described in any forward-looking statement. Other unknown or unpredictable factors could also have material adverse effects on our future results. Readers are cautioned not to place undue reliance on this forward-looking information, which is as of the date of this Form 10-Q. We do not intend to update these statements unless it is required by the securities laws to do so, and we undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

OVERVIEW
NuStar Energy L.P. (NuStar Energy) (NYSE: NS) is a publicly held Delaware limited partnership engaged in the terminalling and storage of petroleum products, the transportation of petroleum products and anhydrous ammonia, and fuels marketing. Unless otherwise indicated, the terms “NuStar Energy,” “the Partnership,” “we,” “our” and “us” are used in this report to refer to NuStar Energy L.P., to one or more of our consolidated subsidiaries or to all of them taken as a whole. NuStar GP Holdings, LLC (NuStar GP Holdings) (NYSE: NSH) owns our general partner, Riverwalk Logistics, L.P., and owns a 15.0% total interest in us as of September 30, 2013. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in six sections:

Overview
Results of Operations
Trends and Outlook
Liquidity and Capital Resources
Related Party Transactions
Critical Accounting Policies

Dispositions and Acquisitions
San Antonio Refinery Sale. On January 1, 2013, we sold our fuels refinery in San Antonio, Texas (the San Antonio Refinery) and related assets, which included inventory, a terminal in Elmendorf, Texas and a pipeline connecting the terminal and refinery for approximately $117.0 million (the San Antonio Refinery Sale). We have presented the results of operations for the San Antonio Refinery and related assets, previously reported in the fuels marketing and pipeline segments, as discontinued operations for all periods presented. Please refer to Note 2 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a discussion of the San Antonio Refinery Sale.

Asphalt Sale. On September 28, 2012, we sold a 50% ownership interest (the Asphalt Sale) in NuStar Asphalt LLC (Asphalt JV), previously a wholly owned subsidiary. Asphalt JV owns and operates the asphalt refining assets that were previously wholly owned by NuStar Energy (collectively, the Asphalt Operations). Upon closing, we deconsolidated Asphalt JV and started reporting our remaining investment in Asphalt JV using the equity method of accounting. The results of the Asphalt Operations were previously included in the fuels marketing segment.

TexStar Asset Acquisition. On December 13, 2012, NuStar Logistics completed its acquisition of the TexStar Crude Oil Assets
(as defined below), including 100% of the partnership interest in TexStar Crude Oil Pipeline, LP, from TexStar Midstream
Services, LP and certain of its affiliates (collectively, TexStar) for approximately $325.0 million (the TexStar Asset Acquisition). The TexStar Crude Oil Assets consist of approximately 140 miles of crude oil pipelines and gathering lines, as well as five terminals and storage facilities providing 0.6 million barrels of storage capacity. The condensed consolidated

30


Table of Contents

statements of comprehensive income (loss) include the results of operations for the TexStar Asset Acquisition in the pipeline segment commencing on December 13, 2012.

Operations
We conduct our operations through our subsidiaries, primarily NuStar Logistics, L.P. (NuStar Logistics) and NuStar Pipeline Operating Partnership L.P. (NuPOP). Our operations are divided into three reportable business segments: storage, pipeline (formerly known as the transportation segment), and fuels marketing.

Storage. We own terminals and storage facilities in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, the United Kingdom and Turkey providing approximately 85.0 million barrels of storage capacity. Our terminals and storage facilities provide storage and handling services on a fee basis for petroleum products, specialty chemicals and other liquids, including crude oil and other feedstocks.
Pipeline. We own common carrier refined product pipelines in Texas, Oklahoma, Colorado, New Mexico, Kansas, Nebraska, Iowa, South Dakota, North Dakota and Minnesota covering approximately 5,463 miles, consisting of the Central West System, the East Pipeline and the North Pipeline. The East and North Pipelines also include 21 terminals providing storage capacity of 4.9 million barrels, and the East Pipeline includes two tank farms providing storage capacity of 1.4 million barrels. In addition, we own a 2,000 mile anhydrous Ammonia Pipeline located in Louisiana, Arkansas, Missouri, Illinois, Indiana, Iowa and Nebraska. We also own 1,180 miles of crude oil pipelines in Texas, Oklahoma, Kansas, Colorado and Illinois, as well as 3.4 million barrels of crude storage in Texas and Oklahoma located along those crude oil pipelines. We charge tariffs on a per barrel basis for transporting refined products, crude oil and other feedstocks in our refined product and crude oil pipelines and on a per ton basis for transporting anhydrous ammonia in our Ammonia Pipeline.
Fuels Marketing. In 2013, we renamed the “Asphalt and Fuels Marketing Segment” to the “Fuels Marketing Segment” since this name more accurately reflects the operations that remain after our deconsolidation of Asphalt JV in 2012 and the San Antonio Refinery Sale. Within our fuels marketing operations, we purchase crude oil and refined petroleum products for resale. The results of operations for the fuels marketing segment depend largely on the margin between our cost and the sales prices of the products we market. Therefore, the results of operations for this segment are more sensitive to changes in commodity prices compared to the operations of the storage and pipeline segments. We enter into derivative contracts to attempt to mitigate the effects of commodity price fluctuations.

The following factors affect the results of our operations:
company-specific factors, such as facility integrity issues and maintenance requirements that impact the throughput rates of our assets;
seasonal factors that affect the demand for products transported by and/or stored in our assets and the demand for products we sell;
industry factors, such as changes in the prices of petroleum products, that affect demand and operations of our competitors;
factors such as commodity price volatility that impact our fuels marketing segment; and
other factors, such as refinery utilization rates and maintenance turnaround schedules, that impact the operations of refineries served by our storage and pipeline assets.

31


Table of Contents

RESULTS OF OPERATIONS
Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012
Financial Highlights
(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)
 
Three Months Ended September 30,
 
Change
 
2013
 
2012
 
Statement of Income Data:
 
 
 
 
 
Revenues:
 
 
 
 
 
Services revenues
$
245,577

 
$
225,068

 
$
20,509

Product sales
534,433

 
1,368,688

 
(834,255
)
Total revenues
780,010

 
1,593,756

 
(813,746
)
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
Cost of product sales
527,217

 
1,329,377

 
(802,160
)
Operating expenses
120,491

 
142,037

 
(21,546
)
General and administrative expenses
18,831

 
24,953

 
(6,122
)
Depreciation and amortization expense
47,597

 
38,037

 
9,560

Total costs and expenses
714,136

 
1,534,404

 
(820,268
)
 
 
 
 
 
 
Operating income
65,874

 
59,352

 
6,522

Equity in loss of joint ventures
(5,358
)
 
(951
)
 
(4,407
)
Interest expense, net
(31,078
)
 
(23,894
)
 
(7,184
)
Interest income from related party
1,828

 

 
1,828

Other income (expense), net
1,407

 
(19,943
)
 
21,350

Income from continuing operations before income tax (benefit) expense
32,673

 
14,564

 
18,109

Income tax (benefit) expense
(563
)
 
599

 
(1,162
)
Income from continuing operations
33,236

 
13,965

 
19,271

Loss from discontinued operations, net of tax

 
(9,623
)
 
9,623

Net income
$
33,236

 
$
4,342

 
$
28,894

Net income (loss) per unit applicable to limited partners:
 
 
 
 
 
Continuing operations
$
0.28

 
$
0.04

 
$
0.24

Discontinued operations

 
(0.13
)
 
0.13

Total
$
0.28

 
$
(0.09
)
 
$
0.37

Weighted-average limited partner units outstanding
77,886,078

 
72,383,578

 
5,502,500


Highlights
Net income increased $28.9 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, mainly due to a $21.6 million loss related to the Asphalt Sale in the third quarter of 2012, and a loss from discontinued operations of $9.6 million in the third quarter of 2012, which is attributable to the San Antonio Refinery Sale.



32


Table of Contents

Segment Operating Highlights
(Thousands of Dollars, Except Barrels/Day Information)
 
Three Months Ended September 30,
 
Change
 
2013
 
2012
 
Storage:
 
 
 
 
 
Throughput (barrels/day)
832,412

 
780,560

 
51,852

Throughput revenues
$
27,937

 
$
23,222

 
$
4,715

Storage lease revenues
112,579

 
125,708

 
(13,129
)
Total revenues
140,516

 
148,930

 
(8,414
)
Operating expenses
74,641

 
75,210

 
(569
)
Depreciation and amortization expense
27,658

 
23,298

 
4,360

Segment operating income
$
38,217

 
$
50,422

 
$
(12,205
)
Pipeline:
 
 
 
 
 
Refined products pipelines throughput (barrels/day)
501,511

 
521,255

 
(19,744
)
Crude oil pipelines throughput (barrels/day)
382,539

 
357,064

 
25,475

Total throughput (barrels/day)
884,050

 
878,319

 
5,731

Throughput revenues
$
111,508

 
$
92,570

 
$
18,938

Operating expenses
36,089

 
37,621

 
(1,532
)
Depreciation and amortization expense
17,401

 
13,085

 
4,316

Segment operating income
$
58,018

 
$
41,864

 
$
16,154

Fuels Marketing:
 
 
 
 
 
Product sales
$
534,919

 
$
1,371,935

 
$
(837,016
)
Cost of product sales
531,481

 
1,336,642

 
(805,161
)
Gross margin
3,438

 
35,293

 
(31,855
)
Operating expenses
12,510

 
41,795

 
(29,285
)
Depreciation and amortization expense
7

 
15

 
(8
)
Segment operating loss
$
(9,079
)
 
$
(6,517
)
 
$
(2,562
)
Consolidation and Intersegment Eliminations:
 
 
 
 
 
Revenues
$
(6,933
)
 
$
(19,679
)
 
$
12,746

Cost of product sales
(4,264
)
 
(7,265
)
 
3,001

Operating expenses
(2,749
)
 
(12,589
)
 
9,840

Total
$
80

 
$
175

 
$
(95
)
Consolidated Information:
 
 
 
 
 
Revenues
$
780,010

 
$
1,593,756

 
$
(813,746
)
Cost of product sales
527,217

 
1,329,377

 
(802,160
)
Operating expenses
120,491

 
142,037

 
(21,546
)
Depreciation and amortization expense
45,066

 
36,398

 
8,668

Segment operating income
87,236

 
85,944

 
1,292

General and administrative expenses
18,831

 
24,953

 
(6,122
)
Other depreciation and amortization expense
2,531

 
1,639

 
892

Consolidated operating income
$
65,874

 
$
59,352

 
$
6,522


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Storage
Throughput revenues increased $4.7 million and throughputs increased 51,852 barrels per day for the three months ended September 30, 2013, compared to the three months ended September 30, 2012. Throughputs increased 79,365 barrels per day and revenues increased $5.5 million at our Corpus Christi crude storage tank facility due to an increase in Eagle Ford Shale crude oil being shipped to Corpus Christi. These increases were partially offset by a decrease in throughputs of 25,570 barrels per day and a decrease in revenues of $0.9 million, primarily due to maintenance at the refineries served by our Benicia crude oil storage tanks and Three Rivers refined products terminals.

Storage lease revenues decreased $13.1 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, primarily due to:
a decrease of $10.9 million at various domestic terminals, mainly as a result of reduced demand in several markets, resulting in lower throughputs, storage fees and reimbursable revenues; Demand was lower as a result of the backwardated market, and a narrowing price differential on two traded crude oil grades (WTI and LLS) reduced profit sharing on our unit train at our St. James terminal;
a decrease of $2.4 million at asphalt terminals under storage agreements with Asphalt JV, which we entered into simultaneously with the Asphalt Sale; and
a decrease of $1.8 million at our UK and Amsterdam terminals, mainly due to reduced demand and decreased throughput and related handling fees.

Those declines in storage lease revenues were partially offset by an increase in storage lease revenues of $1.6 million due to increased reimbursable revenues and throughputs at our Point Tupper terminal facility and an increase of $1.4 million due to our acquisition of a lease at the Red Fish Bay terminal in conjunction with the TexStar Asset Acquisition.

Depreciation and amortization expense increased $4.4 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, primarily due to the completion of a dock optimization project at our Corpus Christi crude storage tank facility and tank expansion projects at our St. Eustatius and St. James terminals.

Pipeline
Revenues increased $18.9 million and throughputs increased 5,731 barrels per day for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, primarily due to:
an increase in revenues of $14.3 million and an increase in throughputs of 53,338 barrels per day on crude oil pipelines that serve Eagle Ford Shale production in South Texas, primarily resulting from the TexStar Asset Acquisition and crude oil pipelines that were placed in service in the fourth quarter of 2012 and during the nine months ended September 30, 2013;
an increase in revenues of $1.8 million and an increase in throughputs of 2,678 barrels per day on the refined product pipelines serving the McKee refinery due to increased volumes on certain pipelines with higher tariffs;
an increase in revenues of $1.7 million, while throughputs remained flat, on the North Pipeline due to higher average tariffs resulting from the annual index adjustment in July 2013 and the recognition of reimbursed pipeline expansion costs; and
an increase in revenues of $1.5 million on the East Pipeline due to higher average tariffs resulting from the annual index adjustment in July 2013 and increased long-haul deliveries. Throughputs decreased 13,791 barrels per day due to a late start of the fall harvest and intermittent gasoline shortages.

The higher throughputs were partially offset by a decrease in throughputs of 27,381 barrels per day on crude oil pipelines serving the Ardmore refinery due to a new contract effective January 1, 2013, that combines two segments of a crude oil pipeline serving the Ardmore refinery that were previously reported as separate throughputs. In addition, revenues decreased $1.1 million and throughputs decreased 4,906 barrels per day on the Ammonia Pipeline primarily due to a late start of the fall harvest in 2013.

Operating expenses decreased $1.5 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, primarily due to temporary barge rental costs in 2012 related to moving a customer’s product in conjunction with an Eagle Ford Shale project and decreased maintenance costs on the East Pipeline. These decreases were partially offset by an increase in operating expenses resulting from the TexStar Asset Acquisition.

Depreciation and amortization expense increased $4.3 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, mainly due to the TexStar Asset Acquisition in December 2012 and the completion of various projects that serve Eagle Ford Shale production.


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Fuels Marketing
The consolidated statements of comprehensive income include the results of operations for Asphalt JV in “Equity in (loss) earnings of joint ventures” commencing on September 28, 2012. Previously, we reported the results of operations for our Asphalt Operations in the fuels marketing segment. For the three months ended September 30, 2013, this segment mainly includes refined products marketing, crude oil trading, heavy fuel oil and bunkering operations. The table below presents pro forma financial information that removes the historical results of our Asphalt Operations from the segment results for the three months ended September 30, 2012 in order to provide a more meaningful comparison of the segment’s results.
 
 
 
Three Months Ended September 30, 2012
 
 
 
Three Months Ended
September 30, 2013
 
Actual
 
Asphalt Operations
 
Pro Forma
 
Change
 
(Thousands of Dollars)
Product sales
$
534,919

 
$
1,371,935

 
$
556,672

 
$
815,263

 
$
(280,344
)
Cost of product sales
531,481

 
1,336,642

 
527,157

 
809,485

 
(278,004
)
Gross margin
3,438

 
35,293

 
29,515

 
5,778

 
(2,340
)
Operating expenses
12,510

 
41,795

 
27,446

 
14,349

 
(1,839
)
Depreciation and amortization expense
7

 
15

 

 
15

 
(8
)
Segment operating loss (income)
$
(9,079
)
 
$
(6,517
)
 
$
2,069

 
$
(8,586
)
 
$
(493
)

Sales and cost of product sales decreased $280.3 million and $278.0 million, respectively, resulting in a decrease in total gross margin of $2.3 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012. The decrease in total gross margin was primarily due to a decrease of $8.1 million in the gross margin from bunker fuel sales, mainly at our St. Eustatius and Texas City facilities. Reduced demand for bunker fuels and increased competition in the U.S. Gulf Coast and the Caribbean has negatively impacted our sales prices and resulted in lower gross margins as compared to the same period last year. This decrease was partially offset by an increase of $4.9 million in the gross margin from fuel oil trading for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, due to hedge gains that were partially offset by lower sales prices and a 22% decline in volumes sold compared to the same period last year.

Operating expenses decreased $1.8 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, primarily as a result of decreased vessel lease and fuel costs at our St. Eustatius facility and decreased railcar costs associated with fuel oil sales.

Consolidation and Intersegment Eliminations
Revenue and operating expense eliminations primarily relate to storage fees charged to the fuels marketing segment by the storage segment. Revenue and operating expense eliminations changed by $12.7 million and $9.8 million, respectively, for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, mainly due to the Asphalt Sale in September 2012. Cost of product sales eliminations represent expenses charged to the fuels marketing segment for costs associated with inventory that are expensed once the inventory is sold.

General
General and administrative expenses decreased $6.1 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, primarily as a result of lower compensation expense associated with our long-term incentive plans. Salaries and wages also decreased due to a reduction in the bonus accrual and lower headcount. In addition, certain general and administrative expenses are now reimbursed by Asphalt JV for corporate support services under a services agreement between Asphalt JV and NuStar GP, LLC.

Equity in loss of joint ventures increased $4.4 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, primarily due to an $8.2 million loss from our investment in Asphalt JV, that was mainly related to weak asphalt margins.

Interest expense, net increased $7.2 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, mainly due to the issuance of the $402.5 million of 7.625% fixed-to-floating rate subordinated notes in January 2013.

Interest income from related party of $1.8 million for the three months ended September 30, 2013 represents the interest earned on a $250.0 million seven-year unsecured revolving credit facility with Asphalt JV.


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Other income (expense), net changed by $21.4 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, mainly due to a $21.6 million loss related to the Asphalt Sale in the third quarter of 2012.

Income tax expense decreased $1.2 million for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, mainly due to rate reductions in the UK and Texas in 2013 and Canadian tax audit adjustments recorded in 2012.

For the three months ended September 30, 2012, we recorded a loss from discontinued operations of $9.6 million, all of which is attributable to the San Antonio Refinery.

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Table of Contents

Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012
Financial Highlights
(Unaudited, Thousands of Dollars, Except Unit and Per Unit Data)
 
Nine Months Ended September 30,
 
Change
 
2013
 
2012
 
Statement of Income Data:
 
 
 
 
 
Revenues:
 
 
 
 
 
Services revenues
$
706,493

 
$
646,444

 
$
60,049

Product sales
1,977,423

 
4,324,465

 
(2,347,042
)
Total revenues
2,683,916

 
4,970,909

 
(2,286,993
)
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
Cost of product sales
1,928,237

 
4,211,966

 
(2,283,729
)
Operating expenses
353,137

 
401,648

 
(48,511
)
General and administrative expenses
65,978

 
75,254

 
(9,276
)
Depreciation and amortization expense
137,185

 
125,538

 
11,647

Asset impairment loss

 
249,646

 
(249,646
)
Goodwill impairment loss

 
22,132

 
(22,132
)
Gain on legal settlement

 
(28,738
)
 
28,738

Total costs and expenses
2,484,537

 
5,057,446

 
(2,572,909
)
 
 
 
 
 
 
Operating (loss) income
199,379

 
(86,537
)
 
285,916

Equity in (loss) earnings of joint ventures
(26,629
)
 
3,816

 
(30,445
)
Interest expense, net
(93,601
)
 
(68,118
)
 
(25,483
)
Interest income from related party
4,560

 

 
4,560

Other income (expense), net
3,978

 
(21,392
)
 
25,370

Income (loss) before income tax expense
87,687

 
(172,231
)
 
259,918

Income tax expense
6,147

 
20,318

 
(14,171
)
Income (loss) from continuing operations
81,540

 
(192,549
)
 
274,089

Income (loss) from discontinued operations, net of tax
9,069

 
(23,665
)
 
32,734

Net income (loss)
$
90,609

 
$
(216,214
)
 
$
306,823

 
 
 
 
 
 
Net income (loss) per unit applicable to limited partners:
 
 
 
 
 
Continuing operations
$
0.61

 
$
(3.07
)
 
$
3.68

Discontinued operations
0.12

 
(0.33
)
 
0.45

Total
$
0.73

 
$
(3.40
)
 
$
4.13

 
 
 
 
 
 
Weighted-average limited partner units outstanding
77,886,078

 
71,302,538

 
6,583,540


Highlights
Net income increased $306.8 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, primarily due to an operating loss of $302.8 million in the fuels marketing segment for the nine months ended September 30, 2012, compared to an operating loss of $7.2 million for the nine months ended September 30, 2013. The operating loss in the fuels marketing segment mainly resulted from an asset impairment charge of $266.4 million in the second quarter of 2012 related to the goodwill and long-lived assets of the Asphalt Operations.

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Segment Operating Highlights
(Thousands of Dollars, Except Barrels/Day Information)
 
Nine Months Ended September 30,
 
Change
 
2013
 
2012
 
Storage:
 
 
 
 
 
Throughput (barrels/day)
772,383

 
755,893

 
16,490

Throughput revenues
$
76,924

 
$
67,679

 
$
9,245

Storage lease revenues
353,026

 
379,473

 
(26,447
)
Total revenues
429,950

 
447,152

 
(17,202
)
Operating expenses
219,320

 
214,605

 
4,715

Depreciation and amortization expense
79,498

 
69,725

 
9,773

Asset impairment loss

 
2,126

 
(2,126
)
Segment operating income
$
131,132

 
$
160,696

 
$
(29,564
)
Pipeline:
 
 
 
 
 
Refined products pipelines throughput (barrels/day)
477,601

 
490,775

 
(13,174
)
Crude oil pipelines throughput (barrels/day)
361,642

 
326,454

 
35,188

Total throughput (barrels/day)
839,243

 
817,229

 
22,014

Throughput revenues
$
301,761

 
$
244,938

 
$
56,823

Operating expenses
102,596

 
95,212

 
7,384

Depreciation and amortization expense
50,039

 
39,086

 
10,953

Segment operating income
$
149,126

 
$
110,640

 
$
38,486

Fuels Marketing:
 
 
 
 
 
Product sales
$
1,978,531

 
$
4,334,361

 
$
(2,355,830
)
Cost of product sales
1,944,415

 
4,231,551

 
(2,287,136
)
Gross margin
34,116

 
102,810

 
(68,694
)
Operating expenses
41,336

 
128,001

 
(86,665
)
Depreciation and amortization expense
20

 
11,235

 
(11,215
)
Asset and goodwill impairment loss

 
266,357

 
(266,357
)
Segment operating loss
$
(7,240
)
 
$
(302,783
)
 
$
295,543

Consolidation and Intersegment Eliminations:
 
 
 
 
 
Revenues
$
(26,326
)
 
$
(55,542
)
 
$
29,216

Cost of product sales
(16,178
)
 
(19,585
)
 
3,407

Operating expenses
(10,115
)
 
(36,170
)
 
26,055

Total
$
(33
)
 
$
213

 
$
(246
)
Consolidated Information:
 
 
 
 
 
Revenues
$
2,683,916

 
$
4,970,909

 
$
(2,286,993
)
Cost of product sales
1,928,237

 
4,211,966

 
(2,283,729
)
Operating expenses
353,137

 
401,648

 
(48,511
)
Depreciation and amortization expense
129,557

 
120,046

 
9,511

Asset and goodwill impairment loss

 
268,483

 
(268,483
)
Segment operating income (loss)
272,985

 
(31,234
)
 
304,219

General and administrative expenses
65,978

 
75,254

 
(9,276
)
Other depreciation and amortization expense
7,628

 
5,492

 
2,136

Other asset impairment loss

 
3,295

 
(3,295
)
Gain on legal settlement

 
(28,738
)
 
28,738

Consolidated operating income (loss)
$
199,379

 
$
(86,537
)
 
$
285,916


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Table of Contents

Storage
Throughput revenue increased $9.2 million, and throughputs increased 16,490 barrels per day, for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012. Revenues increased $13.7 million and throughputs increased 80,292 barrels per day as a result of changing our Corpus Christi crude storage tank facility from a lease-based to a throughput-based facility in the third quarter of 2012 in connection with the Eagle Ford Shale projects in our pipeline segment. These increases were partially offset by decreased throughputs of 56,500 barrels per day and decreased revenues of $3.9 million resulting from turnarounds, maintenance and operational issues in 2013 at the refineries served by our Corpus Christi, Texas City and Benicia crude oil storage tanks and our Three Rivers refined products terminals.

Storage lease revenues decreased $26.4 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, primarily due to:
a decrease of $23.1 million at various domestic terminals, mainly as a result of reduced demand in several markets, resulting in lower throughputs, storage fees and reimbursable revenues;
a decrease of $7.6 million at our St. Eustatius terminal facility, mainly due to decreased reimbursable revenue, throughput and related handling fees and dockage revenues;
a decrease of $6.2 million at our Corpus Christi crude storage tank facility due to the change to throughput-based fees in July 2012;
a decrease of $5.8 million at asphalt terminals under storage agreements with Asphalt JV, which we entered into simultaneously with the Asphalt Sale;
a decrease of $4.9 million at our UK and Amsterdam terminals, mainly due to reduced demand and the effect of foreign exchange rates; and
a decrease of $2.9 million due to the sale of five refined product terminals in April 2012.

The declines in storage lease revenues were partially offset by an increase in storage lease revenues of $22.7 million resulting from a completed unit train offloading facility at our St. James terminal and completed tank expansion projects at our St. James and St. Eustatius terminals. In addition, revenues increased $4.1 million as a result of our acquisition of a lease at the Red Fish Bay terminal in conjunction with the TexStar Asset Acquisition.

Operating expenses increased $4.7 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, primarily due to:
an increase of $4.0 million in other operating expenses, mainly due to increased dockage activity at our Corpus Christi crude storage tank facility;
an increase of $3.2 million in salaries and wages, due to merit increases and higher temporary labor costs, a collective labor agreement that became effective in mid-2012 associated with our St. Eustatius terminal and our acquisition of a lease at the Red Fish Bay terminal in conjunction with the TexStar Asset Acquisition; and
an increase of $3.4 million due to increased dock and rail labor costs at our St. James terminal and increased maintenance costs at our St. Eustatius terminal.

These increases were partially offset by a decrease of $6.1 million in reimbursable expenses, consistent with the decrease in reimbursable revenues, mainly at our St. Eustatius terminal facility and terminals in our northeast region.

Depreciation and amortization expense increased $9.8 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, primarily due to the completion of a dock optimization project at our Corpus Christi crude storage tank facility, unit train and tank expansion projects at our St. James terminal and a tank expansion project at our St. Eustatius terminal.

Pipeline
Revenues increased $56.8 million and throughputs increased 22,014 for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, primarily due to:
an increase in revenues of $43.3 million and an increase in throughputs of 64,379 barrels per day on crude oil pipelines that serve Eagle Ford Shale production in South Texas, primarily resulting from the TexStar Asset Acquisition and crude oil pipelines that were placed in service in the fourth quarter of 2012;
an increase in revenues of $5.6 million and an increase in throughputs of 2,116 barrels per day on the North Pipeline, mainly due to the completion of an expansion project at the Mandan refinery in June 2012 and the recognition of reimbursed pipeline expansion costs;
an increase in revenues of $5.0 million, resulting from a slight increase in throughputs on the crude oil and refined product pipelines serving the McKee refinery, due to increased volumes on pipelines with higher tariffs; and

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Table of Contents

an increase in revenues of $3.4 million on the East Pipeline due to higher average tariffs resulting from the annual index adjustment in July 2013 and increased long-haul deliveries. Throughputs decreased 4,678 barrels per day as a result of a late start of the fall harvest and intermittent gasoline shortages.

The higher throughputs were partially offset by a decrease in throughputs of 27,372 barrels per day on crude oil pipelines serving the Ardmore refinery due to a new contract effective January 1, 2013 that combines two segments of a crude oil pipeline serving the Ardmore refinery that were previously reported as separate throughputs. In addition, the Ardmore refinery had a turnaround and operational issues during the first quarter of 2013.

Operating expenses increased $7.4 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, primarily due to an increase of $14.8 million on crude oil pipelines that serve Eagle Ford Shale production in South Texas, resulting from the TexStar Asset Acquisition and crude oil pipelines that were placed in service in the fourth quarter of 2012. This increase was partially offset by a decrease of $6.5 million resulting from the reduction of the contingent consideration liability recorded in association with the TexStar Asset Acquisition. Please refer to Note 6 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for further discussion. In addition, operating expenses decreased $2.3 million due temporary barge rental costs in 2012 related to moving a customer’s product in conjunction with an Eagle Ford Shale project.

Depreciation and amortization expense increased $11.0 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, mainly due to TexStar Asset Acquisition in December 2012 and the completion of various projects that serve Eagle Ford Shale production.

Fuels Marketing
The consolidated statements of comprehensive income include the results of operations for Asphalt JV in “Equity in (loss) earnings of joint ventures” commencing on September 28, 2012. Previously, we reported the results of operations for our Asphalt Operations in the fuels marketing segment. For the nine months ended September 30, 2013, this segment mainly includes refined products marketing, crude oil trading, heavy fuel oil and bunkering operations. The table below presents pro forma financial information that removes the historical financial information for our Asphalt Operations from the segment results for the nine months ended September 30, 2012 in order to provide a more meaningful comparison of the segment’s results.
 
 
 
Nine Months Ended September 30, 2012
 
 
 
Nine Months Ended
September 30, 2013
 
Actual
 
Asphalt Operations
 
Pro Forma
 
Change
 
(Thousands of Dollars)
Product sales
$
1,978,531

 
$
4,334,361

 
$
1,315,336

 
$
3,019,025

 
$
(1,040,494
)
Cost of product sales
1,944,415

 
4,231,551

 
1,257,222

 
2,974,329

 
(1,029,914
)
Gross margin
34,116

 
102,810

 
58,114

 
44,696

 
(10,580
)
Operating expenses
41,336

 
128,001

 
84,221

 
43,780

 
(2,444
)
Depreciation and amortization expense
20

 
11,235

 
11,138

 
97

 
(77
)
Asset and goodwill impairment loss

 
266,357

 
266,357

 

 

Segment operating loss
$
(7,240
)
 
$
(302,783
)
 
$
(303,602
)
 
$
819

 
$
(8,059
)

Sales and cost of product sales decreased $1,040.5 million and $1,029.9 million, respectively, resulting in a decrease in total gross margin of $10.6 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012. The decrease in total gross margin was primarily due to a decrease of $14.4 million in the gross margin from bunker fuel sales, mainly at our St. Eustatius and Texas City facilities. Reduced demand for bunker fuels and increased competition in the U.S. Gulf Coast and the Caribbean has negatively impacted our sales prices and resulted in lower gross margins as compared to the same period last year. In addition, the gross margin from crude oil trading decreased $12.5 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, resulting from fewer contract volumes that benefited from the widening price differential on two traded crude oil grades (WTI and LLS). These decreases were partially offset by an increase of $16.0 million in the gross margin from fuel oil trading attributable to hedge gains and lower costs that outweighed falling sales prices compared to the same period last year.


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Table of Contents

Consolidation and Intersegment Eliminations
Revenue and operating expense eliminations primarily relate to storage fees charged to the fuels marketing segment by the storage segment. Revenue and operating expense eliminations changed by $29.2 million and $26.1 million, respectively, for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, mainly due to the Asphalt Sale in September 2012. Cost of product sales eliminations represent expenses charged to the fuels marketing segment for costs associated with inventory that are expensed once the inventory is sold.

General
General and administrative expenses decreased $9.3 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, primarily as a result of expenses that are now reimbursed by Asphalt JV for corporate support services under a services agreement between Asphalt JV and NuStar GP, LLC. In addition, general and administrative expenses in the second quarter of 2012 included penalties and related costs as a result of a Canadian income tax audit.

Our equity interest in joint ventures generated a loss of $26.6 million for the nine months ended September 30, 2013, compared to earnings of $3.8 million for the nine months ended September 30, 2012, primarily due to a $31.7 million loss from our investment in Asphalt JV in 2013, that was mainly related to weak asphalt margins.

Interest expense, net increased $25.5 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, mainly due to the issuance of the $402.5 million of 7.625% fixed-to-floating rate subordinated notes in January 2013.

Interest income from related party of $4.6 million for the nine months ended September 30, 2013 represents the interest earned on a $250.0 million seven-year unsecured revolving credit facility with Asphalt JV.

Other income (expense), net changed by $25.4 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, mainly due to a $21.6 million loss associated with the Asphalt Sale in 2012 and changes in foreign exchange rates related to our Canadian subsidiaries and joint venture in Turkey.

Income tax expense, net decreased $14.2 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, mainly due to tax expense of $10.1 million related to the $28.7 million gain on legal settlement recognized in the second quarter of 2012, Canadian tax audit adjustments recorded in 2012 and rate reductions in the UK and Texas in 2013.

For the nine months ended September 30, 2013, we recorded income from discontinued operations of $9.1 million, compared to a loss from discontinued operations of $23.7 million for the nine months ended September 30, 2012, all of which is attributable to the San Antonio Refinery. Income from discontinued operations for the nine months ended September 30, 2013 includes a gain of $9.3 million related to the San Antonio Refinery Sale.


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Table of Contents

TRENDS AND OUTLOOK
We expect our operating income for the fourth quarter of 2013 to be higher than the fourth quarter of 2012 in each of our three reporting segments.
Storage Segment
In the fourth quarter of 2013, we expect the storage segment to benefit from expansion projects completed in 2012 and in the first quarter of 2013 at our St. James, Louisiana terminal and our St. Eustatius terminal in the Caribbean, as well as the expected completion of a second rail-car offloading facility at our St. James, Louisiana terminal in the fourth quarter of 2013.

However, continued backwardation of the forward pricing curve has resulted in reduced demand for storage at certain of our terminal locations. The reduced demand is putting downward pressure on storage rates in certain markets as some of our storage contracts come up for renewal, thus negatively affecting our earnings. In addition, the segment was impacted by lower profit sharing on our unit train at our St. James, Louisiana terminal due to the narrowing of the LLS to WTI spread. Although we expect earnings for the fourth quarter 2013 to exceed the same period for 2012, the full-year earnings for 2013 are expected to be lower than 2012.
Pipeline Segment
We expect pipeline segment earnings for the fourth quarter and full year of 2013 to exceed the comparable periods of 2012, mainly due to higher throughputs resulting from our Eagle Ford Shale projects completed in 2012 and from our December 2012 TexStar Asset Acquisition. During the third quarter of 2013, we completed an additional project in the Eagle Ford Shale region that should continue to increase throughputs and improve our earnings. These increased throughputs, coupled with the July 1, 2013 tariff increase on pipelines regulated by the Federal Energy Regulatory Commission, should contribute to higher earnings.

Fuels Marketing Segment
Although we continue to experience challenges in our fuels marketing segment, we expect improved performance in the fourth quarter of 2013 results as compared to 2012, primarily due to higher projected earnings from bunker fuel sales.  During the third quarter of 2013, we entered into a new bunker fuel supply agreement, which reduced our working capital requirements and has allowed us to reduce operating costs, both of which are expected to benefit the fourth quarter of 2013.  Overall, we expect the full year 2013 results to exceed 2012 due mainly to the sale of the Asphalt Operations in September 2012.  However, due to the many factors affecting margins of these businesses, actual results may be higher or lower than what we currently forecast.

Our outlook for the partnership may change depending on, among other things, crude oil prices, the state of the economy, changes to refinery maintenance schedules and other factors that affect overall demand for the products we store, transport and sell, as well as changes in commodity prices for the products we market.



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LIQUIDITY AND CAPITAL RESOURCES
Overview
Primary Cash Requirements. Our primary cash requirements are for distributions to our partners, working capital (including inventory purchases), debt service, capital expenditures, including reliability capital, a financing agreement with Asphalt JV, acquisitions and operating expenses.

Our partnership agreement requires that we distribute all “Available Cash” to our partners each quarter, and this term is defined in the partnership agreement as cash on hand at the end of the quarter, plus certain permitted borrowings made subsequent to the end of the quarter, less cash reserves determined by the board of directors.

Sources of Funds. Each year, we work to fund our annual total operating expenses, interest expense, reliability capital expenditures and distribution requirements with our net cash provided by operating activities during that year. If we do not generate sufficient cash from operations to meet those requirements, we utilize other sources of cash flow, which in the past have included borrowings under our $1.5 billion five-year revolving credit agreement (the 2012 Revolving Credit Agreement), sales of non-strategic assets and, to the extent necessary, funds raised through equity or debt offerings under our shelf registration statements. Additionally, we typically fund our strategic capital expenditures from external sources, primarily borrowings under the 2012 Revolving Credit Agreement or funds raised through equity or debt offerings. However, our ability to raise funds by issuing debt or equity depends on many factors beyond our control. Our risk factors in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 describe the risks inherent to these sources of funding and the availability thereof.

During periods that our cash flow from operations is less than our distribution and reliability capital requirements, we may maintain our distribution level because we can utilize other sources of Available Cash, as provided in our partnership agreement, including borrowing under the 2012 Revolving Credit Agreement and the proceeds from the sales of assets. Our risk factors in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 describe the risks inherent in our ability to maintain or grow the distribution.

Cash Requirements and Sources in 2011 and 2012. During the past two fiscal years, we did not generate sufficient cash from operations to meet our annual funding goal. Those shortfalls in cash from operations in 2011 and 2012, relative to our reliability capital and distribution requirements, were primarily attributable to our asphalt and fuels marketing segment. Our 2011 acquisition of the San Antonio refinery, along with expansion in other aspects of the segment, significantly increased our working capital requirements, which in turn reduced our net cash provided by operating activities during that fiscal year. In 2012, poor margins in the segment drove our earnings down sharply and again reduced our net cash provided by operating activities below our distribution and reliability capital requirements.

2012 Strategic Redirection and Its Impact. As a result of our continuing evaluation of our performance in 2011 and 2012, in 2012, we embarked on a strategic redirection to, first, focus on our core, fee-based businesses, storage and pipelines, and, second, reduce earnings volatility and working capital requirements stemming from the asphalt and fuels marketing segment. Since then, we have implemented our first goal through the development of a number of internal growth projects, as well as an acquisition of crude oil pipelines and gathering lines in Texas on December 13, 2012. We have executed on our second goal through selling a 50% interest in our asphalt business on September 28, 2012, and we then deconsolidated the results of our remaining interest in those operations. We continued to further our second goal by selling the San Antonio Refinery on January 1, 2013.

While we continue to work to implement our redirection, the changes to date have already begun to yield positive results, and we described those in more detail below. In view of those improvements, along with our strategic plan, we currently expect to continue to produce cash from operations in excess of our reliability capital requirements and our distribution.



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Cash Flows for the Nine Months Ended September 30, 2013 and 2012
The following table summarizes our cash flows from operating, investing and financing activities:
 
 
Nine Months Ended September 30,
 
2013
 
2012
 
(Thousands of Dollars)
Net cash provided by (used in):
 
 
 
Operating activities
$
378,540

 
$
271,879

Investing activities
(197,718
)
 
(22,030
)
Financing activities
(235,493
)
 
(163,362
)
Effect of foreign exchange rate changes on cash
(4,412
)
 
3,472

Net (decrease) increase in cash and cash equivalents
$
(59,083
)
 
$
89,959


Net cash provided by operating activities for the nine months ended September 30, 2013 was $378.5 million, compared to $271.9 million for the nine months ended September 30, 2012. For the nine months ended September 30, 2013, we reported net income of $90.6 million, compared to a net loss of $216.2 million for the nine months ended September 30, 2012. The net loss for the nine months ended September 30, 2012 included $271.8 million of non-cash asset impairment charges. In addition, we reported equity in loss of joint ventures of $26.6 million for the nine months ended September 30, 2013, compared to equity in earnings of $3.8 million for the nine months ended September 30, 2012. Equity in loss of joint ventures for the nine months ended September 30, 2013 included a $31.7 million loss from our investment in Asphalt JV. Cash flows from operating activities for the nine months ended September 30, 2012 also include an adjustment to net loss for a pre-tax, non-cash gain on a legal settlement of $28.7 million.

Working capital decreased by $116.8 million for the nine months ended September 30, 2013, compared to a decrease of $108.8 million for the nine months ended September 30, 2012. Please refer to the Working Capital Requirements section below for a discussion of the changes in working capital.

For the nine months ended September 30, 2013, net cash provided by operating activities exceeded our distribution requirements and reliability capital expenditures. Proceeds from the San Antonio Refinery Sale and proceeds from long-term debt borrowings, net of repayments, combined with net cash provided by operating activities and cash on hand, were used to fund strategic capital expenditures and advances to Asphalt JV under the NuStar JV Facility.

For the nine months ended September 30, 2012, net cash provided by operating activities, proceeds from the Asphalt Sale and proceeds from our issuance of common units were used to fund our distributions to unitholders and our general partner, capital expenditures, repayments of long-term debt and advances to Asphalt JV under the NuStar JV Facility.

Revolving Credit Agreement
As of September 30, 2013, our consolidated debt coverage ratio was 4.3x, and we had $1,055.5 million available for borrowing. Due to a covenant in our 2012 Revolving Credit Agreement that requires us to maintain, as of the end of any four consecutive fiscal quarters, a consolidated debt coverage ratio not to exceed 5.00-to-1.00, we may not be able to borrow the maximum available amount.
 
Shelf Registration Statements
On June 18, 2013, the Securities and Exchange Commission declared effective our shelf registration statement on Form S-3, which permits us to offer and sell various types of securities, including NuStar Energy common units and debt securities of NuStar Logistics and NuPOP (the 2013 Shelf Registration Statement). We filed the 2013 Shelf Registration Statement to replace our three-year shelf registration statement that was effective May 10, 2010. The 2013 Shelf Registration Statement does not have a stated maximum dollar limit.

The shelf registration statement that became effective on April 29, 2011 permits us to sell various types of securities, including NuStar Energy common units and debt securities of NuStar Logistics and NuPOP, having an aggregate value of up to $200.0 million.

If the capital markets become more volatile, our access to the capital markets may be limited, or we could face increased costs. In addition, it is possible that our ability to access the capital markets may be limited at a time when we would like or need access, which could have an impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.

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6.75% Senior Notes. On August 19, 2013, NuStar Logistics issued $300.0 million of 6.75% senior notes due February 1, 2021 (the 6.75% Senior Notes). We received proceeds of approximately $296.3 million, net of the underwriters’ discount and deferred issuance costs of $3.7 million, which we used for general partnership purposes, including repayment of outstanding borrowings under our 2012 Revolving Credit Agreement. The interest on the 6.75% Senior Notes is payable semi-annually in arrears on February 1 and August 1 of each year beginning on February 1, 2014.

7.625% Fixed-to-Floating Rate Subordinated Notes. On January 22, 2013, NuStar Logistics issued $402.5 million of 7.625% fixed-to-floating rate subordinated notes due January 15, 2043 (the Subordinated Notes), including the underwriters’ option to purchase up to an additional $52.5 million principal amount of the notes, which was exercised in full. The net proceeds of approximately $390.9 million were used for general partnership purposes, including repayment of outstanding borrowings under our 2012 Revolving Credit Agreement. The Subordinated Notes are fully and unconditionally guaranteed on an unsecured and subordinated basis by NuStar Energy and NuPOP.

The Subordinated Notes bear interest at a fixed annual rate of 7.625%, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year beginning on April 15, 2013 and ending on January 15, 2018. Thereafter, the Subordinated Notes will bear interest at an annual rate equal to the sum of the three-month LIBOR rate for the related quarterly interest period, plus 6.734% payable quarterly on January 15, April 15, July 15 and October 15 of each year, commencing April 15, 2018, unless payment is deferred in accordance with the terms of the notes. NuStar Logistics may elect to defer interest payments on the Subordinated Notes on one or more occasions for up to five consecutive years. Deferred interest will accumulate additional interest at a rate equal to the interest rate then applicable to to the Subordinated Notes until paid. If NuStar Logistics elects to defer interest payments, NuStar Energy cannot declare or make cash distributions to its unitholders during the period interest is deferred. Please refer to Note 4 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a more detailed discussion on certain of our long-term debt agreements.

Capital Requirements
Our operations require significant investments to maintain, upgrade or enhance the operating capacity of our existing assets. Our capital expenditures consist of:
reliability capital expenditures, such as those required to maintain equipment reliability and safety; and
strategic capital expenditures, such as those to expand and upgrade pipeline capacity or terminal facilities and to construct new pipelines, terminals and storage tanks. In addition, strategic capital expenditures may include acquisitions of pipelines, terminals or storage tank assets, as well as certain capital expenditures related to support functions.

During the nine months ended September 30, 2013, our reliability capital expenditures totaled $29.7 million, primarily related to maintenance upgrade projects at our terminals. Strategic capital expenditures for the nine months ended September 30, 2013 totaled $231.0 million and were primarily related to projects associated with Eagle Ford Shale production in South Texas and projects at our St. James, Louisiana terminal.

For the full year 2013, we expect our capital expenditures to total approximately $335.0 million to $370.0 million, including $35.0 million to $45.0 million for reliability capital projects and $300.0 million to $325.0 million for strategic capital projects, not including acquisitions. We continue to evaluate our capital budget and make changes as economic conditions warrant, and our actual capital expenditures for 2013 may increase or decrease from the budgeted amounts. We believe cash generated from operations, combined with other sources of liquidity previously described, will be sufficient to fund our capital expenditures in 2013, and our internal growth projects can be accelerated or scaled back depending on the condition of the capital markets.

Working Capital Requirements
Our fuels marketing operations require us to make investments in working capital. Those working capital requirements may vary with fluctuations in the commodity prices of inventory and with the seasonality of demand for the products we market. This seasonality in demand affects our accounts receivable and accounts payable balances, which vary depending on timing of payments. As a result of the Asphalt Sale and the San Antonio Refinery Sale, our working capital requirements have been significantly reduced.

During the nine months ended September 30, 2013, accounts payable decreased $176.2 million and accounts receivable decreased $145.8 million, primarily due to less crude oil trading activity in 2013 and the San Antonio Refinery Sale. Accounts payable also decreased due to timing of payments for crude oil purchases related to Asphalt JV. Inventories decreased $47.1 million for the nine months ended September 30, 2013, primarily as a result of a new bunker fuel supply agreement that reduced the inventory carried in our bunker fuel operations. In addition, we reduced inventories associated with our heavy fuel oil trading operations.

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Receivable from related parties decreased $83.3 million during the nine months ended September 30, 2013, mainly due to the timing of payments related to a crude oil supply agreement with Asphalt JV that we entered into simultaneously with the Asphalt Sale. Please refer to Note 8 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a more detailed discussion of our agreements with Asphalt JV.

In connection with the Asphalt Sale, we agreed to provide Asphalt JV with an unsecured revolving credit facility in an aggregate principal amount not to exceed $250.0 million for a term of seven years (the NuStar JV Facility), and to provide credit support, such as guarantees, letters of credit and cash collateral, as applicable, of up to $150.0 million. The NuStar JV Facility is used to fund working capital and general corporate needs of Asphalt JV. During the nine months ended September 30, 2013, we advanced $50.8 million, net of repayments, to Asphalt JV under the NuStar JV Facility.

Although Asphalt JV has incurred significant losses since the Asphalt Sale last year, Asphalt JV has been able to fund its operating needs with its available sources of liquidity.  However, if Asphalt JV continues to incur losses, its working capital needs may exceed its existing funding sources. Although we are not required under any agreement to do so, if Asphalt JV were to reach a liquidity deficit, we may consider providing additional capital.  Our decision as to whether to fund such capital beyond the stated amount of NuStar JV Facility would depend on our analysis of a number of factors, including our assessment, at that time, of the likelihood that Asphalt JV could ultimately operate profitably.  In the event that we were to choose to fund Asphalt JV beyond the limit of the NuStar JV Facility, we would have to utilize our own sources of liquidity, including our revolving credit facility, or seek other funding sources, which might not be available on commercially reasonable terms, either of which could have a significant negative effect on our liquidity.

Distributions
The following table reflects the allocation of total cash distributions to the general and limited partners applicable to the period in which the distributions were earned:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars, Except Per Unit Data)
General partner interest
$
1,961

 
$
1,961

 
$
5,883

 
$
5,525

General partner incentive distribution
10,805

 
10,805

 
32,415

 
30,437

Total general partner distribution
12,766

 
12,766

 
38,298

 
35,962

Limited partners’ distribution
85,285

 
85,285

 
255,855

 
240,241

Total cash distributions
$
98,051

 
$
98,051

 
$
294,153

 
$
276,203

 
 
 
 
 
 
 
 
Cash distributions per unit applicable to
limited partners
$
1.095

 
$
1.095

 
$
3.285

 
$
3.285


Distributions declared for the quarter are paid within 45 days following the end of each quarter based on the partnership interests outstanding as of a record date that is set after the end of each quarter. The following table summarizes information related to our quarterly cash distributions:
Quarter Ended
 
Cash Distributions Per Unit
 
Total Cash Distributions (Thousands of Dollars)
 
Record Date
 
Payment Date
September 30, 2013 (a)
 
$
1.095

 
$
98,051

 
November 11, 2013
 
November 14, 2013
June 30, 2013
 
$
1.095

 
$
98,051

 
August 5, 2013
 
August 9, 2013
March 31, 2013
 
$
1.095

 
$
98,051

 
May 6, 2013
 
May 10, 2013
December 31, 2012
 
$
1.095

 
$
98,051

 
February 11, 2013
 
February 14, 2013
(a)
The distribution was announced on October 31, 2013.


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Debt Obligations
We are a party to the following debt agreements as of September 30, 2013:
the 2012 Revolving Credit Agreement due May 2, 2017, with a balance of $286.1 million as of September 30, 2013;
NuStar Logistics’ 7.65% senior notes due April 15, 2018 with a face value of $350.0 million; 4.80% senior notes due September 1, 2020 with a face value of $450.0 million; the 6.75% Senior Notes with a face value of $300.0 million; 4.75% senior notes due February 1, 2022 with a face value of $250.0 million; and the 7.625% Subordinated Notes with a face value of $402.5 million;
NuStar Logistics’ $365.4 million Gulf Opportunity Zone Revenue Bonds due from 2038 to 2041; and
NuStar Terminals Limited’s £21 million term loan due December 10, 2013 (the UK Term Loan).

In February 2013, we repaid the remaining principal balance of $0.6 million on our $12.0 million note payable due to the Port of Corpus Christi Authority of Nueces County, Texas. During the nine months ended September 30, 2013, we repaid NuStar Logistics’ $229.9 million of 6.05% senior notes due March 15, 2013 and NuPOP’s $250.0 million of 5.875% senior notes due June 1, 2013 with borrowings under our 2012 Revolving Credit Agreement.

Management believes that, as of September 30, 2013, we are in compliance with all ratios and covenants of both the 2012 Revolving Credit Agreement and the UK Term Loan. Our other long-term debt obligations do not contain any financial covenants that are different than those contained in the 2012 Revolving Credit Agreement. However, a default under any of our debt instruments would be considered an event of default under all of our debt instruments. Please refer to Note 4 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a more detailed discussion on certain of our long-term debt agreements.

Credit Ratings
In January 2013, Moody’s Investor Service lowered our credit rating to Ba1 from Baa3. This downgrade caused the interest rates on the 2012 Revolving Credit Agreement, NuStar Terminals Limited’s £21 million amended and restated term loan agreement and NuStar Logistics’ $350.0 million of 7.65% senior notes due 2018 to increase by 0.375%, 0.375% and 0.25%, respectively, effective January 2013. This downgrade may also require us to provide additional credit support for certain contracts, although as of September 30, 2013, we have not been required to provide any additional credit support.

Interest Rate Swaps
As of December 31, 2012, we were a party to forward-starting swap agreements for the purpose of hedging interest rate risk. In connection with the maturity of the 6.05% senior notes due March 15, 2013 and 5.875% senior notes due June 1, 2013, we terminated forward-starting interest rate swap agreements with an aggregate notional amount of $275.0 million and paid $33.7 million in connection with the terminations. Please refer to Note 7 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a more detailed discussion of our interest rate swaps.

Commitments
On November 6, 2013, we came to a mutual agreement with PDVSA-Petróleo S.A. (PDVSA) to terminate that certain Crude Oil Sales Agreement dated effective as of March 1, 2008 (the CSA). We previously amended the CSA to reduce the crude oil purchase obligations from 75,000 barrels per day to 30,000 barrels per day, which remains in effect for the remainder the year. The termination is effective January 1, 2014, and will also terminate our crude oil supply agreement with NuStar Asphalt LLC (Asphalt JV) effective January 1, 2014. See Note 8 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a discussion of our crude oil supply agreement with Asphalt JV.

Environmental, Health and Safety
We are subject to extensive federal, state and local environmental and safety laws and regulations, including those relating to the discharge of materials into the environment, waste management, pollution prevention measures, pipeline integrity and operator qualifications, among others. Because more stringent environmental and safety laws and regulations are continuously being enacted or proposed, the level of future expenditures required for environmental, health and safety matters is expected to increase.


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Table of Contents

Contingencies
We are subject to certain loss contingencies, the outcomes of which could have an adverse effect on our cash flows and results of operations, as further disclosed in Note 5 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements.”

RELATED PARTY TRANSACTIONS
Please refer to Note 8 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a detailed discussion of our related party transactions.
 
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our critical accounting policies are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

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Table of Contents

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk
We manage our exposure to changing interest rates principally through the use of a combination of fixed-rate debt and variable-rate debt. In addition, we utilize forward-starting interest rate swap agreements to lock in the rate on the interest payments related to forecasted debt issuances. In the past, we have also entered into fixed-to-floating interest rate swap agreements to manage a portion of the exposure to changing interest rates by converting certain fixed-rate debt to variable-rate debt. Borrowings under the 2012 Revolving Credit Agreement and Gulf Opportunity Zone Revenue Bonds expose us to increases in applicable interest rates.

In connection with the maturity of the 6.05% senior notes due March 15, 2013 and 5.875% senior notes due June 1, 2013, we terminated forward-starting interest rate swap agreements with an aggregate notional amount of $275.0 million. As a result, we had no forward-starting interest rate swaps outstanding as of September 30, 2013. During 2012, we terminated all of our outstanding fixed-to-floating interest rate swap agreements, which had an aggregate notional amount of $470.0 million. We had no fixed-to-floating interest rate swaps as of September 30, 2013 or December 31, 2012. Please refer to Note 7 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a more detailed discussion of our interest rate swaps.

The following tables present principal cash flows and related weighted-average interest rates by expected maturity dates for our long-term debt.
 
September 30, 2013
 
Expected Maturity Dates
 
 
 
 
 
2013
 
2014
 
2015
 
2016
 
2017
 
There-
after
 
Total
 
Fair
Value
 
(Thousands of Dollars, Except Interest Rates)
Long-term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate
$
33,982

 
$

 
$

 
$

 
$

 
$
1,752,500

 
$
1,786,482

 
$
1,777,177

Weighted-average
interest rate
2.6
%
 

 

 

 

 
6.4
%
 
6.4
%
 
 
Variable rate
$

 
$

 
$

 
$

 
$
286,069

 
$
365,440

 
$
651,509

 
$
651,824

Weighted-average
interest rate

 

 

 

 
2.2
%
 
0.1
%
 
1.0
%
 
 
 
December 31, 2012
 
Expected Maturity Dates
 
 
 
 
 
2013
 
2014
 
2015
 
2016
 
2017
 
There-
after
 
Total
 
Fair
Value
 
(Thousands of Dollars, Except Interest Rates)
Long-term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate
$
514,651

 
$

 
$

 
$

 
$

 
$
1,050,000

 
$
1,564,651

 
$
1,601,985

Weighted-average
interest rate
5.7
%
 

 

 

 

 
5.8
%
 
5.8
%
 
 
Variable rate
$

 
$

 
$

 
$

 
$
440,330

 
$
365,440

 
$
805,770

 
$
775,135

Weighted-average
interest rate

 

 

 

 
1.9
%
 
0.1
%
 
1.1
%
 
 


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Table of Contents

Commodity Price Risk
Since the operations of our fuels marketing segment expose us to commodity price risk, we enter into derivative instruments to attempt to mitigate the effects of commodity price fluctuations. The derivative instruments we use consist primarily of commodity futures and swap contracts. We have a risk management committee that oversees our trading controls and procedures and certain aspects of commodity and trading risk management. Our risk management committee also reviews all new commodity and trading risk management strategies in accordance with our risk management policy, as approved by our board of directors.

We record commodity derivative instruments in the consolidated balance sheets as assets or liabilities at fair value. We recognize mark-to-market adjustments for derivative instruments designated and qualifying as fair value hedges (Fair Value Hedges) and the related change in the fair value of the associated hedged physical inventory or firm commitment within “Cost of product sales.” For derivative instruments that have associated underlying physical inventory but do not qualify for hedge accounting (Economic Hedges and Other Derivatives), we record the mark-to-market adjustments in “Cost of product sales” or “Operating expenses.”

The commodity contracts disclosed below represent only those contracts exposed to commodity price risk at the end of the period. Please refer to Note 7 of Condensed Notes to Consolidated Financial Statement in Item 1. “Financial Statements” for the volume and related fair value of all commodity contract.
 
September 30, 2013
 
Contract
Volumes
 
Weighted Average
 
Fair Value of
Current
Asset (Liability)
Pay Price
 
Receive Price
 
 
(Thousands
of Barrels)
 
 
 
 
 
(Thousands of
Dollars)
Fair Value Hedges:
 
 
 
 
 
 
 
Futures – long:
 
 
 
 
 
 
 
(crude oil)
105

 
$
103.83

 
N/A

 
$
(157
)
Futures – short:
 
 
 
 
 
 
 
(crude oil and refined products)
285

 
N/A

 
$
113.95

 
$
436

Swaps – short:
 
 
 
 
 
 
 
(refined products)
10

 
N/A

 
$
94.70

 
$
(6
)
 
 
 
 
 
 
 
 
Economic Hedges and Other Derivatives:
 
 
 
 
 
 
 
Futures – long:
 
 
 
 
 
 
 
(crude oil)
30

 
$
101.86

 
N/A

 
$
(6
)
Futures – short:
 
 
 
 
 
 
 
(crude oil and refined products)
177

 
N/A

 
$
106.46

 
$
663

Swaps – short:
 
 
 
 
 
 
 
(refined products)
1,012

 
N/A

 
$
91.74

 
$
49

Forward purchase contracts:
 
 
 
 
 
 
 
(crude oil)
3,529

 
$
107.99

 
N/A

 
$
(15,617
)
Forward sales contracts:
 
 
 
 
 
 
 
(crude oil)
3,529

 
N/A

 
$
107.81

 
$
15,210

 
 
 
 
 
 
 
 
Total fair value of open positions exposed to
commodity price risk
 
 
 
 
 
 
$
572


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December 31, 2012
 
Contract
Volumes
 
Weighted Average
 
Fair Value of
Current
Asset (Liability)
Pay Price
 
Receive Price
 
 
(Thousands
of Barrels)
 
 
 
 
 
(Thousands of
Dollars)
Fair Value Hedges:
 
 
 
 
 
 
 
Futures – long:
 
 
 
 
 
 
 
(refined products)
10

 
$
127.47

 
N/A

 
$
(1
)
Futures – short:
 
 
 
 
 
 
 
(refined products)
55

 
N/A

 
$
127.99

 
$
36

Swaps – long:
 
 
 
 
 
 
 
(refined products)
11

 
$
97.76

 
N/A

 
$
2

Swaps – short:
 
 
 
 
 
 
 
(refined products)
36

 
N/A

 
$
96.58

 
$
(51
)
 
 
 
 
 
 
 
 
Economic Hedges and Other Derivatives:
 
 
 
 
 
 
 
Futures – long:
 
 
 
 
 
 
 
(crude oil and refined products)
88

 
$
97.60

 
N/A

 
$
202

Futures – short:
 
 
 
 
 
 
 
(crude oil and refined products)
94

 
N/A

 
$
100.13

 
$
(142
)
Swaps – long:
 
 
 
 
 
 
 
(crude oil and refined products)
5,196

 
$
93.75

 
N/A

 
$
(2,329
)
Swaps – short:
 
 
 
 
 
 
 
(crude oil and refined products)
6,952

 
N/A

 
$
94.43

 
$
(2,033
)
Forward purchase contracts:
 
 
 
 
 
 
 
(crude oil)
2,998

 
$
100.03

 
N/A

 
$
12,574

Forward sales contracts:
 
 
 
 
 
 
 
(crude oil)
2,998

 
N/A

 
$
99.68

 
$
(9,365
)
 
 
 
 
 
 
 
 
Total fair value of open positions exposed to
commodity price risk
 
 
 
 
 
 
$
(1,107
)

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Table of Contents

Item 4.
Controls and Procedures

(a)
Evaluation of disclosure controls and procedures.
Our management has evaluated, with the participation of the principal executive officer and principal financial officer of NuStar GP, LLC, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of September 30, 2013.
(b)
Changes in internal control over financial reporting.
There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

None.        

Item 1A. Risk Factors

There have been no significant changes from the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, as updated by the risk factors disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

Item 5. Other Information

On November 6, 2013, we came to a mutual agreement with PDVSA-Petróleo S.A. (PDVSA) to terminate that certain Crude Oil Sales Agreement (the CSA), effective January 1, 2014.  The CSA was originally entered into between PDVSA and NuStar Marketing LLC as of March 1, 2008 and was assigned to NuStar Logistics in connection with our September 28, 2012 sale of a 50% ownership interest in our asphalt operations.  The CSA originally obligated NuStar Logistics to purchase 75,000 barrels of crude oil per day.  On July 5, 2013 and effective October 1, 2012, the CSA was amended (the Amendment) to reduce the crude oil purchase obligations from 75,000 barrels per day to 30,000 barrels per day. 

The foregoing descriptions of the CSA and Amendment are qualified in their entirety by (i) reference to the CSA, which was filed as Exhibit 10.01 to our Current Report on Form 8-K filed on March 25, 2008 and (ii) the Amendment, which was filed on August 7, 2013 as Exhibit 10.01 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, each of which is incorporated herein by reference.


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Table of Contents

Item 6.
Exhibits

Exhibit
Number
 
Description
 
 
 
4.01
 
Seventh Supplemental Indenture, dated as of August 19, 2013, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Wells Fargo Bank, National Association, as Successor Trustee (incorporated by reference to Exhibit 4.3 of NuStar Energy L.P.’s Current Report on Form 8-K filed August 23, 2013)

 
 
 
*12.01
 
Statement of Computation of Ratio of Earnings to Fixed Charges
 
 
*31.01
 
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer
 
 
*31.02
 
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer
 
 
*32.01
 
Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal executive officer
 
 
*32.02
 
Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal financial officer
 
 
*101.INS
 
XBRL Instance Document
 
 
 
*101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
*101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
*101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
*101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
*101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
*
Filed herewith.
 
 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NUSTAR ENERGY L.P.
(Registrant)

By: Riverwalk Logistics, L.P., its general partner
By: NuStar GP, LLC, its general partner
 
By:
 
/s/ Curtis V. Anastasio
 
 
Curtis V. Anastasio
 
 
President and Chief Executive Officer
 
 
November 12, 2013
 
 
 
By:
 
/s/ Steven A. Blank
 
 
Steven A. Blank
 
 
Executive Vice President and Chief Financial Officer
 
 
November 12, 2013
 
 
 
By:
 
/s/ Thomas R. Shoaf
 
 
Thomas R. Shoaf
 
 
Senior Vice President and Controller
 
 
November 12, 2013

55