MEMBERS’ EQUITY

Accumulated Other Comprehensive (Loss) Income

The following table presents changes in accumulated other comprehensive loss by component:



	Share of NuStar Energy’s Other Comprehensive Income (Loss)			Pension and Other Postretirement Benefit Plan Adjustments			Accumulated Other Comprehensive (Loss) Income
	(Thousands of Dollars)
Balance as of January 1, 2011	$	8,134		$	(7,663	)	$	471
Other comprehensive loss before reclassification adjustments	(12,580		)	(11,094		)	(23,674		)
Amounts reclassified to general and administrative expenses (a)	—			538			538
Other comprehensive loss	(12,580		)	(10,556		)	(23,136		)
Balance as of December 31, 2011	(4,446		)	(18,219		)	(22,665		)
Other comprehensive loss before reclassification adjustments	(4,297		)	(6,574		)	(10,871		)
Amounts reclassified to general and administrative expenses (a)	—			1,514			1,514
Other comprehensive loss	(4,297		)	(5,060		)	(9,357		)
Balance as of December 31, 2012	(8,743		)	(23,279		)	(32,022		)
Other comprehensive (loss) income before reclassifications	(674		)	39,596			38,922
Amounts reclassified to general and administrative expenses (a)	—			2,041			2,041
Other comprehensive (loss) income	(674		)	41,637			40,963
Balance as of December 31, 2013	$	(9,417	)	$	18,358		$	8,941


(a)	We recognized the net loss reclassified into income as general and administrative expenses. NuStar Energy reimburses us for these employee costs.

Cash Distributions

Our limited liability company agreement requires that, within 50 days after the end of each quarter, we distribute all of our available cash to the holders of record of our units on the applicable record date. Available cash is defined as all cash on hand at the end of any calendar quarter, less the amount of cash reserves necessary or appropriate, as determined in good faith by our board of directors. The following table summarizes our cash distributions applicable to the period in which the distributions were earned:



	Year Ended December 31,
	2013		2012		2011
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit	$	2.18	$	2.11	$	1.98
Total cash distributions	$	92,938	$	89,860	$	84,252

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
December 31, 2013 (a)	$	0.545	$	23,249	February 10, 2014	February 18, 2014
September 30, 2013	$	0.545	$	23,231	November 11, 2013	November 19, 2013
June 30, 2013	$	0.545	$	23,236	August 5, 2013	August 14, 2013
March 31, 2013	$	0.545	$	23,222	May 6, 2013	May 15, 2013


(a)	The distribution was announced on January 30, 2014.

Rights Agreement

On July 19, 2006, we entered into a rights agreement with Computershare Investor Services, LLC, as amended effective February 28, 2008 and October 23, 2012 (the Rights Agreement), under which one preferred unit purchase right (a Right) is attached to each of our outstanding units. The Rights become exercisable under specified circumstances, including if any person or group (an acquiring person) becomes the beneficial owner of 15% or more of our outstanding units, subject to specified exceptions. Each Right entitles the registered holder to purchase from us one one-hundredth of a unit of junior participating preferred units, series I (Preferred Units) at an exercise price of $100, subject to adjustment under specified circumstances. If events specified in the Rights Agreement occur, each holder of Rights other than the acquiring person can exercise their Rights. When a holder exercises a Right, the holder will be entitled to receive units valued at a multiple of the exercise price of the Right specified in the Rights Agreement. In some cases, the holder will receive cash, property or other securities instead of units. We may redeem the Rights for $0.001 per Right at any time prior to the tenth day after a person or group becomes an acquiring person.

The Rights will expire on June 30, 2016, unless extended or earlier redeemed or exchanged, and are protected by customary anti-dilution provisions. Preferred Units purchasable upon exercise of the Rights will not be redeemable. Each Preferred Unit will be entitled to share in our distributions of available cash pro rata with the units. In the event of liquidation, the holders of the Preferred Units will be entitled to a minimum preferential liquidation payment of $100 per unit. Each Preferred Unit will have 100 votes, voting together with the units. Finally, in the event of any merger, consolidation or other transaction in which units are exchanged, each Preferred Unit will be entitled to receive 100 times the amount received per unit.