0001110805-13-000009.txt : 20130807 0001110805-13-000009.hdr.sgml : 20130807 20130807163727 ACCESSION NUMBER: 0001110805-13-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20130630 FILED AS OF DATE: 20130807 DATE AS OF CHANGE: 20130807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NuStar Energy L.P. CENTRAL INDEX KEY: 0001110805 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 742956831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-16417 FILM NUMBER: 131018119 BUSINESS ADDRESS: STREET 1: 19003 IH-10 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78257 BUSINESS PHONE: (210) 918-2000 MAIL ADDRESS: STREET 1: 19003 IH-10 WEST CITY: SAN ANTONIO STATE: TX ZIP: 78257 FORMER COMPANY: FORMER CONFORMED NAME: VALERO L P DATE OF NAME CHANGE: 20020110 FORMER COMPANY: FORMER CONFORMED NAME: SHAMROCK LOGISTICS LP DATE OF NAME CHANGE: 20000331 10-Q 1 ns2q1310-q.htm 10-Q NS 2Q13 10-Q
 
 
 
 
 
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 June 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 July 31, 2013 was 77,886,078.
 
 
 
 
 


NUSTAR ENERGY L.P. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
 

2

PART I – FINANCIAL INFORMATION

Item 1.
Financial Statements
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars, Except Unit Data)
 
June 30,
2013
 
December 31,
2012
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
42,127

 
$
83,602

Accounts receivable, net of allowance for doubtful accounts of $614
and $808 as of June 30, 2013 and December 31, 2012, respectively
277,843

 
387,943

Receivable from related parties
78,042

 
109,833

Inventories
175,282

 
173,228

Income tax receivable
25

 
1,265

Other current assets
44,626

 
65,238

Assets held for sale
2,847

 
118,334

Total current assets
620,792

 
939,443

Property, plant and equipment, at cost
4,419,564

 
4,287,859

Accumulated depreciation and amortization
(1,119,475
)
 
(1,049,399
)
Property, plant and equipment, net
3,300,089

 
3,238,460

Intangible assets, net
85,285

 
92,435

Goodwill
948,754

 
951,024

Investment in joint ventures
77,354

 
102,945

Deferred income tax asset
4,424

 
3,108

Note receivable from related party
193,672

 
95,711

Other long-term assets, net
183,028

 
189,963

Total assets
$
5,413,398

 
$
5,613,089

Liabilities and Partners’ Equity
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
31,886

 
$
286,422

Accounts payable
319,363

 
397,633

Payable to related party
10,338

 
1,408

Accrued interest payable
25,692

 
23,741

Accrued liabilities
41,028

 
124,203

Taxes other than income tax
8,600

 
9,893

Income tax payable
3,795

 
2,671

Total current liabilities
440,702

 
845,971

Long-term debt, less current portion
2,469,062

 
2,124,582

Long-term payable to related party
26,736

 
18,071

Deferred income tax liability
30,194

 
32,114

Other long-term liabilities
6,438

 
7,356

Commitments and contingencies (Note 5)

 

Partners’ equity:
 
 
 
Limited partners (77,886,078 common units outstanding
as of June 30, 2013 and December 31, 2012)
2,438,133

 
2,573,263

General partner
54,786

 
57,986

Accumulated other comprehensive loss
(63,787
)
 
(58,865
)
Total NuStar Energy L.P. partners’ equity
2,429,132

 
2,572,384

Noncontrolling interest
11,134

 
12,611

Total partners’ equity
2,440,266

 
2,584,995

Total liabilities and partners’ equity
$
5,413,398

 
$
5,613,089

See Condensed Notes to Consolidated Financial Statements.

3

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 June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
Service revenues:
 
 
 
 
 
 
 
Third parties
$
230,482

 
$
210,869

 
$
455,754

 
$
419,891

Related party
3,151

 
788

 
5,162

 
1,485

Total service revenues
233,633

 
211,657

 
460,916

 
421,376

Product sales:
 
 
 
 
 
 
 
Third parties
661,918

 
1,556,091

 
1,434,345

 
2,955,777

Related party
8,645

 
—

 
8,645

 
—

Total product sales
670,563

 
1,556,091

 
1,442,990

 
2,955,777

Total revenues
904,196

 
1,767,748

 
1,903,906

 
3,377,153

Costs and expenses:
 
 
 
 
 
 
 
Cost of product sales
648,766

 
1,528,059

 
1,401,020

 
2,882,589

Operating expenses:
 
 
 
 
 
 
 
Third parties
81,933

 
99,510

 
166,516

 
187,847

Related party
33,139

 
34,987

 
66,130

 
71,764

Total operating expenses
115,072

 
134,497

 
232,646

 
259,611

General and administrative expenses:
 
 
 
 
 
 
 
Third parties
7,125

 
9,775

 
15,835

 
17,793

Related party
12,528

 
13,359

 
31,312

 
32,508

Total general and administrative expenses
19,653

 
23,134

 
47,147

 
50,301

Depreciation and amortization expense
46,662

 
43,926

 
89,588

 
87,501

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
830,153

 
1,972,656

 
1,770,401

 
3,523,042

Operating income (loss)
74,043

 
(204,908
)
 
133,505

 
(145,889
)
Equity in (loss) earnings of joint ventures
(10,128
)
 
2,381

 
(21,271
)
 
4,767

Interest expense, net
(31,288
)
 
(22,847
)
 
(62,523
)
 
(44,224
)
Interest income from related party
1,610

 
—

 
2,732

 
—

Other income, net
2,203

 
(2,816
)
 
2,571

 
(1,449
)
Income (loss) from continuing operations before income tax expense
36,440

 
(228,190
)
 
55,014

 
(186,795
)
Income tax expense
4,174

 
16,276

 
6,710

 
19,719

Income (loss) from continuing operations
32,266

 
(244,466
)
 
48,304

 
(206,514
)
Income (loss) from discontinued operations, net of tax
703

 
(2,344
)
 
9,069

 
(14,042
)
Net income (loss)
32,969

 
(246,810
)
 
57,373

 
(220,556
)
Less net loss attributable to noncontrolling interest
(117
)
 
(73
)
 
(278
)
 
(170
)
Net income (loss) attributable to NuStar Energy L.P.
$
33,086

 
$
(246,737
)
 
$
57,651

 
$
(220,386
)
Net income (loss) per unit applicable to limited partners:
 
 
 
 
 
 
 
Continuing operations
$
0.27

 
$
(3.53
)
 
$
0.33

 
$
(3.14
)
Discontinued operations
0.01

 
(0.03
)
 
0.12

 
(0.19
)
Total (Note 10)
$
0.28

 
$
(3.56
)
 
$
0.45

 
$
(3.33
)
Weighted-average limited partner units outstanding
77,886,078

 
70,756,078

 
77,886,078

 
70,756,078

 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
29,238

 
$
(254,001
)
 
$
51,252

 
$
(264,773
)
Less comprehensive (loss) income attributable to
noncontrolling interest
(1,029
)
 
(308
)
 
(1,477
)
 
714

Comprehensive income (loss) attributable to NuStar Energy L.P.
$
30,267

 
$
(253,693
)
 
$
52,729

 
$
(265,487
)
See Condensed Notes to Consolidated Financial Statements.

4

NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, Thousands of Dollars)
 
Six Months Ended June 30,
 
2013
 
2012
Cash Flows from Operating Activities:
 
 
 
Net income (loss)
$
57,373

 
$
(220,556
)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
 
 
 
Depreciation and amortization expense
89,588

 
90,257

Amortization of debt related items
458

 
(4,652
)
Gain from sale or disposition of assets
(8,746
)
 
—

Asset and goodwill impairment loss
—

 
271,778

Gain on legal settlement
—

 
(28,738
)
Deferred income tax benefit
(1,347
)
 
5,054

Equity in loss (earnings) of joint ventures
21,271

 
(4,767
)
Distributions of equity in earnings of joint ventures
4,652

 
3,266

Changes in current assets and current liabilities (Note 11)
59,877

 
(76,088
)
Other, net
8,429

 
(3,436
)
Net cash provided by operating activities
231,555

 
32,118

Cash Flows from Investing Activities:
 
 
 
Reliability capital expenditures
(17,467
)
 
(12,718
)
Strategic capital expenditures
(145,728
)
 
(198,421
)
Investment in other long-term assets
—

 
(2,286
)
Proceeds from sale or disposition of assets
3,732

 
31,006

Proceeds from the San Antonio Refinery Sale
112,715

 
—

Increase in note receivable from related party
(97,961
)
 
—

Other, net
132

 
—

Net cash used in investing activities
(144,577
)
 
(182,419
)
Cash Flows from Financing Activities:
 
 
 
Proceeds from long-term debt borrowings
1,045,406

 
1,361,798

Proceeds from short-term debt borrowings
—

 
71,880

Proceeds from note offering, net of issuance costs
391,059

 
247,408

Long-term debt repayments
(1,083,955
)
 
(1,259,878
)
Short-term debt repayments
(250,577
)
 
(71,880
)
Distributions to unitholders and general partner
(196,102
)
 
(178,152
)
Payments for termination of interest rate swaps
(33,697
)
 
(5,678
)
Other, net
3,320

 
(408
)
Net cash (used in) provided by financing activities
(124,546
)
 
165,090

Effect of foreign exchange rate changes on cash
(3,907
)
 
1,861

Net (decrease) increase in cash and cash equivalents
(41,475
)
 
16,650

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
$
42,127

 
$
34,147

See Condensed Notes to Consolidated Financial Statements.

5

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 June 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 United States 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 six months ended June 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 six months ended June 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.




6
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). 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 six months ended June 30, 2012, we allocated interest expense of $1.0 million and $1.9 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 six months ended June 30, 2013.

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

 
$
134,157

 
$
185

 
$
260,444

 
 
 
 
 
 
 
 
Income (loss) before income tax expense
$
703

 
$
(2,359
)
 
$
9,069

 
$
(14,029
)

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:
 
June 30,
2013
 
December 31,
2012
 
(Thousands of Dollars)
Crude oil
$
4,894

 
$
447

Finished products
162,299

 
164,894

Materials and supplies
8,089

 
7,887

Total
$
175,282

 
$
173,228



7
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


4. DEBT

Revolving Credit Agreement
During the six months ended June 30, 2013, we borrowed an aggregate $1,029.0 million under our $1.5 billion five-year revolving credit agreement (the 2012 Revolving Credit Agreement) to fund our capital expenditures and repay the $229.9 million 6.05% senior notes due March 15, 2013 and $250.0 million 5.875% senior notes due June 1, 2013. Additionally, we repaid $854.0 million of the outstanding borrowings under the 2012 Revolving Credit Agreement during the six months ended June 30, 2013. The 2012 Revolving Credit Agreement bears interest, at our option, 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 June 30, 2013, our weighted average interest rate was 2.3%, which reflects current interest rate adjustments, including a credit rating downgrade by Moody’s Investors Service, Inc. (Moody’s) in January 2013.

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 June 30, 2013, our consolidated debt coverage ratio was 4.3x, and we had $731.4 million available for borrowing.

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 $391.1 million, net of $11.4 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 (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 June 30, 2013. Following the issuance, the proceeds were deposited with a trustee and are disbursed to us upon our 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 six months ended June 30, 2013, we received $16.4 million from the trustee. As of June 30, 2013, the amount remaining in trust totaled $110.1 million.

Port Authority of Corpus Christi Note Payable
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.

8
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



Other
In January 2013, Moody’s 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 June 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 June 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 July 5, 2013, PDVSA-Petróleo S.A. (PDVSA) and NuStar Logistics entered into an amendment (the Amendment) of that certain Crude Oil Sales Agreement dated effective as of March 1, 2008 (the CSA). The CSA was originally entered into between PDVSA and NuStar Marketing LLC (Marketing) and was assigned to NuStar Logistics in connection with NuStar Energy’s September 28, 2012 sale of a 50% ownership interest in its asphalt operations. The Amendment, effective as of October 1, 2012, memorialized the reduction of the crude oil purchase obligation from PDVSA to 30,000 per day from 75,000 barrels per day, and each party waived any claims related to prior delivery or purchasing shortfalls. This reduces the future minimum payments disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012 by $1,426.8 million for each of the years ended December 31, 2013 and 2014 and by $356.7 million for the year ended December 31, 2015. 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 estimated 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.


9
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


The following assets and liabilities are measured at fair value:
 
June 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(Thousands of Dollars)
Other current assets:
 
 
 
 
 
 
 
Product imbalances
$
405

 
$
—

 
$
—

 
$
405

Commodity derivatives
2,974

 
3,629

 
—

 
6,603

Other long-term assets, net:
 
 
 
 
 
 
 
Commodity derivatives
—

 
7,837

 
—

 
7,837

Accrued liabilities:
 
 
 
 
 
 
 
Product imbalances
(711
)
 
—

 
—

 
(711
)
Commodity derivatives
—

 
(8,026
)
 
—

 
(8,026
)
Contingent consideration
—

 
—

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

 
(506
)
 
—

 
(506
)
Total
$
2,668

 
$
2,934

 
$
(2,818
)
 
$
2,784


 
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), which included contingent consideration.

In connection with the TexStar Asset Acquisition, we could be obligated to pay consideration to TexStar, such obligation being dependent upon the cost of work required to complete certain assets and obtain outstanding real estate rights (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.
  


10
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:
 
Six Months Ended
June 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
832

Ending balance
$
2,818


Fair Value of Financial Instruments
We recognize cash equivalents, receivables, any 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:
 
June 30, 2013
 
December 31, 2012
 
Fair Value
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
(Thousands of Dollars)
Debt
$
2,486,717

 
$
2,500,948

 
$
2,377,120

 
$
2,411,004

Note receivable from related party
$
143,416

 
$
193,672

 
$
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 NuStar JV Facility.

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 will 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.” As of June 30, 2013, we had no forward-starting interest rate swaps.

11
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



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. Changes in the fair values are recorded 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 21.8 million barrels and 18.4 million barrels as of June 30, 2013 and December 31, 2012, respectively.

As of June 30, 2013 and December 31, 2012, we had $4.4 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
 
June 30,
2013
 
December 31, 2012
 
June 30,
2013
 
December 31, 2012
 
 
 
(Thousands of Dollars)
Derivatives Designated as
Hedging Instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
 
$
3,154

 
$
1,471

 
$
(1,071
)
 
$
(811
)
Interest rate swaps
Accrued liabilities
 
—

 
—

 
—

 
(40,911
)
Total
 
 
3,154

 
1,471

 
(1,071
)
 
(41,722
)
 
 
 
 
 
 
 
 
 
 
Derivatives Not Designated
as Hedging Instruments:
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
 
25,922

 
22,269

 
(21,402
)
 
(13,571
)
Commodity contracts
Other long-term assets, net
 
24,657

 
39,322

 
(16,820
)
 
(30,116
)
Commodity contracts
Accrued liabilities
 
7,998

 
17,406

 
(16,024
)
 
(36,616
)
Commodity contracts
Other long-term liabilities
 
8,346

 
—

 
(8,852
)
 
—

Total
 
 
66,923

 
78,997

 
(63,098
)
 
(80,303
)
 
 
 
 
 
 
 
 
 
 
Total Derivatives
 
 
$
70,077

 
$
80,468

 
$
(64,169
)
 
$
(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
 
June 30,
2013
 
December 31, 2012
 
 
(Thousands of Dollars)
Net amounts of assets presented in the consolidated balance sheets
 
$
14,440

 
$
18,564

Net amounts of liabilities presented in the consolidated balance sheets
 
$
(8,532
)
 
$
(19,210
)


12
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 June 30, 2013:
 
 
 
 
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
9,188

 
$
(12,118
)
 
$
(2,930
)
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2012:
 
 
 
 
 
 
 
 
Interest rate swaps
 
Interest expense, net
 
$
(19,573
)
 
$
19,573

 
$
—

Commodity contracts
 
Cost of product sales
 
5,222

 
(5,837
)
 
(615
)
Total
 
 
 
$
(14,351
)
 
$
13,736

 
$
(615
)
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013:
 
 
 
 
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
7,912

 
$
(10,482
)
 
$
(2,570
)
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
 
 
 
 
Interest rate swaps
 
Interest expense, net
 
$
(17,345
)
 
$
17,345

 
$
—

Commodity contracts
 
Cost of product sales
 
2,635

 
(3,447
)
 
(812
)
Total
 
 
 
$
(14,710
)
 
$
13,898

 
$
(812
)

13
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



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) (b)
 
Amount of Gain
(Loss) Recognized
in Income  on
Derivative
(Ineffective Portion)
 
 
(Thousands of Dollars)
 
 
 
(Thousands of Dollars)
Three months ended June 30, 2013:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
2,526

 
Interest expense, net
 
$
(2,475
)
 
$
—

 
 
 
 
 
 
 
 
 
Three months ended June 30, 2012:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
(16,749
)
 
Interest expense, net
 
$
(629
)
 
$
—

Commodity contracts
 
4,461

 
Income (loss) from discontinued operations
 
(8,518
)
 
—

Total
 
$
(12,288
)
 
 
 
$
(9,147
)
 
$
—

 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
7,213

 
Interest expense, net
 
$
(2,962
)
 
$
—

 
 
 
 
 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
(13,451
)
 
Interest expense, net
 
$
(1,052
)
 
$
—

Commodity contracts
 
(52,660
)
 
Income (loss) from discontinued operations
 
(15,862
)
 
4,010

Total
 
$
(66,111
)
 
 
 
$
(16,914
)
 
$
4,010

(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).
(b)
For the three and six months ended June 30, 2013, this amount includes losses of $2.0 million that we reclassified to “Interest expense, net” as we determined one interest payment associated with a forecasted debt issuance was probable not to occur.


14
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 June 30, 2013:
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
7,276

Commodity contracts
 
Operating expenses
 
1

Total
 
 
 
$
7,277

 
 
 
 
 
Three months ended June 30, 2012:
 
 
 
 
Commodity contracts
 
Revenues
 
$
(8,164
)
Commodity contracts
 
Cost of product sales
 
17,229

Commodity contracts
 
Income (loss) from discontinued operations
 
11,026

Total
 
 
 
$
20,091

 
 
 
 
 
Six months ended June 30, 2013:
 
 
 
 
Commodity contracts
 
Cost of product sales
 
$
449

Commodity contracts
 
Income (loss) from discontinued operations
 
(218
)
Total
 
 
 
$
231

 
 
 
 
 
Six months ended June 30, 2012:
 
 
 
 
Commodity contracts
 
Revenues
 
$
(7,654
)
Commodity contracts
 
Cost of product sales
 
21,390

Commodity contracts
 
Income (loss) from discontinued operations
 
2,547

Total
 
 
 
$
16,283


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 June 30, 2013, we expect to reclassify a loss of $4.1 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 June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars)
Revenues
$
11,796

 
$
788

 
$
13,807

 
$
1,485

Operating expenses
$
33,139

 
$
34,987

 
$
66,130

 
$
71,764

General and administrative expenses
$
12,528

 
$
13,359

 
$
31,312

 
$
32,508

Interest income
$
1,610

 
$
—

 
$
2,732

 
$
—

Expenses included in discontinued operations, net of tax
$
(186
)
 
$
2,115

 
$
196

 
$
4,290


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 $10.3 million and $1.4 million as of June 30, 2013 and December 31, 2012, respectively, with both amounts representing payroll, employee benefit plan expenses and unit-based compensation. We also

15
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


had a long-term payable to NuStar GP, LLC as of June 30, 2013 and December 31, 2012 of $26.7 million and $18.1 million, respectively, related to amounts payable for retiree medical benefits and other post-employment benefits.

Asphalt JV
On September 28, 2012, we sold a 50% ownership interest 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 June 30, 2013 and December 31, 2012, our note receivable from Asphalt JV totaled $193.7 million and $95.7 million, respectively, under the NuStar JV Facility.

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 June 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 $106.8 million. In addition, NuStar Energy has provided two guarantees to 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 June 30, 2013, NuStar Energy has also provided $12.3 million in letters of credit. 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. On July 5, 2013, we entered into an amendment of the CSA. See Note 5. Commitments and Contingencies for additional discussion of the amendment. As of June 30, 2013 and December 31, 2012, we had a receivable from Asphalt JV of $77.7 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 June 30, 2013 and December 31, 2012.

Our maximum exposure to loss as a result of our involvement with Asphalt JV is approximately $490.4 million as of June 30, 2013, which consists of: (i) our investment in Asphalt JV of $12.7 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 $77.7 million. Subsequent to June 30, 2013, the balance outstanding under the NuStar Facility increased to approximately $250.0 million, the contractual limit of the credit available thereunder.  Should we elect to lend or contribute capital to Asphalt JV, if it were to reach the limits of its liquidity, our maximum exposure relating to Asphalt JV could increase accordingly.

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. In the first and second quarters of 2013, Asphalt JV provided written notice to reduce the level of services that NuStar GP, LLC provides to Asphalt JV.


16
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 June 30, 2013
 
Three Months Ended June 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
$
2,497,017

 
$
12,163

 
$
2,509,180

 
$
2,751,062

 
$
13,156

 
$
2,764,218

Net income (loss)
33,086

 
(117
)
 
32,969

 
(246,737
)
 
(73
)
 
(246,810
)
Other comprehensive
(loss) income:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
adjustment
(7,820
)
 
(912
)
 
(8,732
)
 
(3,815
)
 
(235
)
 
(4,050
)
Net unrealized gain (loss)
on cash flow hedges
2,526

 
—

 
2,526

 
(12,288
)
 
—

 
(12,288
)
Net loss reclassified
on cash flow hedges
into interest expense, net
2,475

 
—

 
2,475

 
629

 
—

 
629

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

 
—

 
—

 
8,518

 
—

 
8,518

Total other comprehensive
(loss) income
(2,819
)
 
(912
)
 
(3,731
)
 
(6,956
)
 
(235
)
 
(7,191
)
Cash distributions to
partners
(98,051
)
 
—

 
(98,051
)
 
(89,076
)
 
—

 
(89,076
)
Other
(101
)
 
—

 
(101
)
 
(24
)
 
—

 
(24
)
Ending balance
$
2,429,132

 
$
11,134

 
$
2,440,266

 
$
2,408,269

 
$
12,848

 
$
2,421,117



17
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


 
Six Months Ended June 30, 2013
 
Six Months Ended June 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)
57,651

 
(278
)
 
57,373

 
(220,386
)
 
(170
)
 
(220,556
)
Other comprehensive
(loss) income:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
adjustment
(15,097
)
 
(1,199
)
 
(16,296
)
 
4,096

 
884

 
4,980

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

 
—

 
7,213

 
(66,111
)
 
—

 
(66,111
)
Net loss reclassified
on cash flow hedges
into interest expense, net
2,962

 
—

 
2,962

 
1,052

 
—

 
1,052

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

 
—

 
—

 
15,862

 
—

 
15,862

Total other comprehensive
(loss) income
(4,922
)
 
(1,199
)
 
(6,121
)
 
(45,101
)
 
884

 
(44,217
)
Cash distributions to
partners
(196,102
)
 
—

 
(196,102
)
 
(178,152
)
 
—

 
(178,152
)
Other
121

 
—

 
121

 
(293
)
 
—

 
(293
)
Ending balance
$
2,429,132

 
$
11,134

 
$
2,440,266

 
$
2,408,269

 
$
12,848

 
$
2,421,117


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 June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars)
Net income (loss) attributable to NuStar Energy L.P.
$
33,086

 
$
(246,737
)
 
$
57,651

 
$
(220,386
)
Less general partner incentive distribution
10,805

 
9,816

 
21,610

 
19,632

Net income (loss) after general partner
incentive distribution
22,281

 
(256,553
)
 
36,041

 
(240,018
)
General partner interest
2
%
 
2
%
 
2
%
 
2
%
General partner allocation of net income (loss) after
general partner incentive distribution
446

 
(5,131
)
 
722

 
(4,800
)
General partner incentive distribution
10,805

 
9,816

 
21,610

 
19,632

Net income applicable to general partner
$
11,251

 
$
4,685

 
$
22,332

 
$
14,832



18
NUSTAR ENERGY L.P. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


Cash Distributions
On May 10, 2013, we paid a quarterly cash distribution totaling $98.1 million, or $1.095 per unit, related to the first quarter of 2013. On July 26, 2013, we announced a quarterly cash distribution of $1.095 per unit related to the second quarter of 2013. This distribution will be paid on August 9, 2013 to unitholders of record on August 5, 2013 and will total $98.1 million.

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 June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars, Except Per Unit Data)
General partner interest
$
1,961

 
$
1,782

 
$
3,922

 
$
3,564

General partner incentive distribution
10,805

 
9,816

 
21,610

 
19,632

Total general partner distribution
12,766

 
11,598

 
25,532

 
23,196

Limited partners’ distribution
85,285

 
77,478

 
170,570

 
154,956

Total cash distributions
$
98,051

 
$
89,076

 
$
196,102

 
$
178,152

 
 
 
 
 
 
 
 
Cash distributions per unit applicable
to limited partners
$
1.095

 
$
1.095

 
$
2.190

 
$
2.190


10. NET INCOME 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 per unit:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars, Except Unit and Per Unit Data)
Net income (loss) attributable to NuStar Energy L.P.
$
33,086

 
$
(246,737
)
 
$
57,651

 
$
(220,386
)
Less general partner distribution (including IDR)
12,766

 
11,598

 
25,532

 
23,196

Less limited partner distribution
85,285

 
77,478

 
170,570

 
154,956

Distributions in excess of earnings
$
(64,965
)
 
$
(335,813
)
 
$
(138,451
)
 
$
(398,538
)
 
 
 
 
 
 
 
 
General partner earnings:
 
 
 
 
 
 
 
Distributions
$
12,766

 
$
11,598

 
$
25,532

 
$
23,196

Allocation of distributions in excess of earnings (2%)
(1,299
)
 
(6,717
)
 
(2,768
)
 
(7,972
)
Total
$
11,467

 
$
4,881

 
$
22,764

 
$
15,224

 
 
 
 
 
 
 
 
Limited partner earnings:
 
 
 
 
 
 
 
Distributions
$
85,285

 
$
77,478

 
$
170,570

 
$
154,956

Allocation of distributions in excess of earnings (98%)
(63,666
)
 
(329,096
)
 
(135,683
)
 
(390,566
)
Total
$
21,619

 
$
(251,618
)
 
$
34,887

 
$
(235,610
)
 
 
 
 
 
 
 
 
Weighted-average limited partner units outstanding
77,886,078

 
70,756,078

 
77,886,078

 
70,756,078

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

 
$
(3.56
)
 
$
0.45

 
$
(3.33
)


19
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:
 
Six Months Ended June 30,
 
2013
 
2012
 
(Thousands of Dollars)
Decrease (increase) in current assets:
 
 
 
Accounts receivable
$
109,696

 
$
60,424

Receivable from related parties
31,730

 
—

Inventories
(2,099
)
 
(76,778
)
Income tax receivable
1,213

 
2,216

Other current assets
20,375

 
(43,458
)
Increase (decrease) in current liabilities:
 
 
 
Accounts payable
(81,929
)
 
(31,345
)
Payable to related party
8,950

 
10,836

Accrued interest payable
1,951

 
(2,188
)
Accrued liabilities
(29,854
)
 
4,260

Taxes other than income tax
(1,334
)
 
649

Income tax payable
1,178

 
(704
)
Changes in current assets and current liabilities
$
59,877

 
$
(76,088
)
 
The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable balance sheets due to the effect of foreign currency translation.

Cash flows related to interest and income taxes were as follows:
 
Six Months Ended June 30,
 
2013
 
2012
 
(Thousands of Dollars)
Cash paid for interest, net of amount capitalized
$
59,371

 
$
55,639

Cash paid for income taxes, net of tax refunds received
$
6,003

 
$
15,265


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” to the “Fuels Marketing Segment” in order to better reflect the current business in this segment. We believe this name is a more accurate description of 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
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 June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(Thousands of Dollars)
Revenues:
 
 
 
 
 
 
 
Storage:
 
 
 
 
 
 
 
Third parties
$
133,465

 
$
133,187

 
$
264,879

 
$
260,874

Intersegment
8,499

 
18,818

 
19,393

 
35,863

Related party
3,151

 
788

 
5,162

 
1,485

Total storage
145,115

 
152,793

 
289,434

 
298,222

Pipeline
96,976

 
74,607

 
190,253

 
152,368

Fuels marketing:
 
 
 
 
 
 
 
Third parties
661,959

 
1,559,166

 
1,434,967

 
2,962,426

Related party
8,645

 
—

 
8,645

 
—

Total fuels marketing
670,604

 
1,559,166

 
1,443,612

 
2,962,426

Consolidation and intersegment eliminations
(8,499
)
 
(18,818
)
 
(19,393
)
 
(35,863
)
Total revenues
$
904,196

 
$
1,767,748

 
$
1,903,906

 
$
3,377,153

 
 
 
 
 
 
 
 
Operating income:
 
 
 
 
 
 
 
Storage
$
41,737

 
$
54,127

 
$
92,915

 
$
110,274

Pipeline
51,227

 
31,560

 
91,108

 
68,776

Fuels marketing
3,432

 
(290,873
)
 
1,839

 
(296,266
)
Consolidation and intersegment eliminations
(101
)
 
8

 
(113
)
 
38

Total segment operating income
96,295

 
(205,178
)
 
185,749

 
(117,178
)
General and administrative expenses
19,653

 
23,134

 
47,147

 
50,301

Other depreciation and amortization expense
2,599

 
2,039

 
5,097

 
3,853

Other asset impairment loss
—

 
3,295

 
—

 
3,295

Gain on legal settlement
—

 
(28,738
)
 
—

 
(28,738
)
Total operating income
$
74,043

 
$
(204,908
)
 
$
133,505

 
$
(145,889
)

Total assets by reportable segment were as follows:
 
June 30,
2013
 
December 31,
2012
 
(Thousands of Dollars)
Storage
$
2,628,077

 
$
2,627,946

Pipeline
1,738,362

 
1,720,711

Fuels marketing
724,988

 
885,661

Total segment assets
5,091,427

 
5,234,318

Other partnership assets
321,971

 
378,771

Total consolidated assets
$
5,413,398

 
$
5,613,089

 

21
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 notes issued by NuStar Logistics and NuPOP are fully and unconditionally guaranteed by NuStar Energy, and each of NuStar Logistics and NuPOP fully and unconditionally guarantee the outstanding senior notes of the other. 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
June 30, 2013
(Thousands of Dollars)
 
NuStar
Energy
 
NuStar
Logistics
 
NuPOP
 
Non-Guarantor
Subsidiaries (a)
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
7,035

 
$
9