8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2013

NuStar Energy L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-16417	74-2956831
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

19003 IH—10 West
San Antonio, Texas 78257
(Address of principal executive offices)

(210) 918-2000
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

Non-GAAP Financial Measures

NuStar Energy L.P. (“NuStar Energy”) is filing this Current Report on Form 8-K to provide a reconciliation of the financial measures earnings before interest, taxes, depreciation and amortization (“EBITDA”) and distributable cash flow that are not defined in U.S. generally accepted accounting principles (“GAAP”), to their nearest comparable GAAP measures, both overall and on a reportable segment basis.

Recent Developments

Eagle Ford Open Season

NuStar Energy recently announced the launch of an open season to assess shipper interest in committed space to transport Eagle Ford Shale crude oil from several terminal locations on our South Texas Crude Oil Pipeline System to our Corpus Christi North Beach facility.  The proposed project would include pipeline capacity upgrades to segments of the South Texas Crude Oil Pipeline System and would be constructed in two phases, for a total aggregate incremental capacity of 100,000 barrels per day, of which 90,000 barrels per day will be available to committed shippers.  The first phase of approximately 35,000 barrels per day is expected to be available for service to committed shippers in the third quarter of 2014, while the second phase of approximately 65,000 barrels per day is expected to be available during the first quarter of 2015.

Internal Growth Project Update

NuStar Energy continues to work on a pipeline project for ConocoPhillips and to lay crude oil gathering lines that will supply additional crude oil volumes to our Eagle Ford crude oil pipeline system.  In addition, we are continuing the construction of a second rail-car offloading facility at our St. James terminal. These projects are expected to be completed and contributing to pipeline and storage segment results by the end of 2013.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	EXHIBIT
Exhibit 99.1	Supplemental Financial Information.

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 hereunto duly authorized.

Date:  August 12, 2013

NUSTAR ENERGY L.P.
By:	Riverwalk Logistics, L.P.
	its general partner
	By:	NuStar GP, LLC
		its general partner
By:	/s/ Amy L. Perry
	Amy L. Perry
	Vice President, Assistant General Counsel and Corporate Secretary

2

EXHIBIT INDEX

Exhibit Number	EXHIBIT
Exhibit 99.1	Supplemental Financial Information.

3

EX-99.1

Exhibit 99.1

Non-GAAP Financial Measures

NuStar Energy L.P. utilizes two financial measures, EBITDA from continuing operations and distributable cash flow from continuing operations, neither of which is defined in U.S. generally accepted accounting principles (“GAAP”).  Management uses these financial measures because they are widely accepted financial indicators used by investors to compare partnership performance.  In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the partnership’s assets and the cash that the business is generating.  Neither EBITDA from continuing operations nor distributable cash flow from continuing operations are intended to represent cash flows for the period, nor are they presented as an alternative to net income from continuing operations.  They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with GAAP.

The following is a reconciliation of NuStar Energy’s income (loss) from continuing operations to EBITDA from continuing operations:

	Year Ended December 31,
	2006		2007		2008		2009		2010		2011		2012
	(Dollars in thousands)
Income (loss) from continuing operations	$	149,906	$	150,298	$	254,018	$	224,875	$	238,970	$	211,487	$	(178,132	)
Plus interest expense, net	66,266		76,516		90,818		79,384		78,280		81,727		89,670
Plus income tax expense	5,861		11,448		11,006		10,531		11,741		16,713		22,494
Plus depreciation and amortization expense	100,266		114,293		135,709		145,743		153,802		166,589		165,021
EBITDA from continuing operations	$	322,299	$	352,555	$	491,551	$	460,533	$	482,793	$	476,516	$	99,053
Plus asset and goodwill impairment loss (1)													266,000
Adjusted EBITDA from continuing operations													$	365,053

(1) 2012 asset and goodwill impairment loss of $266 million related to asphalt operations.

The following is a reconciliation of NuStar Energy’s income (loss) from continuing operations to EBITDA from continuing operations and distributable cash flow from continuing operations:

	Three Months Ended June 30,
	2012			2013
	(Dollars in thousands, except per unit amounts)
Income (loss) from continuing operations	$	(244,466	)	$	32,266
Plus interest expense, net	22,847			29,678
Plus income tax expense	16,276			4,174
Plus depreciation and amortization expense	43,926			46,662
EBITDA from continuing operations	(161,417		)	112,780
Equity in loss (earnings) of joint ventures	(2,381		)	10,128
Interest expense, net	(22,847		)	(29,678		)
Reliability capital expenditures	(5,244		)	(11,725		)
Income tax expense	(16,276		)	(4,174		)
Distributions from joint ventures	3,266			—
Other non-cash items (a)	253,098			(6,500		)
Mark-to-market impact on hedge transactions (b)	(5,097		)	(3,096		)
Distributable cash flow from continuing operations	$	43,102		$	67,735
Less distributable cash flow from continuing operations attributable to noncontrolling interest	12			(88		)
Less distributable cash flow from continuing operations available to general partner	11,598			12,766
Distributable cash flow from continuing operations available to limited partners	$	31,492		$	55,057
Weighted average limited partner units outstanding	70,756,078			77,886,078
Distributable cash flow from continuing operations per limited partner unit	$	0.45		$	0.71

(a)Other non-cash items for 2013 relate to the reduction of the contingent consideration recorded in association with the December 2012 crude oil asset acquisition from TexStar Midstream Services, LP and certain of its affiliates.  The amount for 2012 primarily consists of $271.8 million of long-lived asset impairment charges mainly related to our asphalt operations, including fixed assets, goodwill and intangible assets.  The 2012 impairment charges were partially offset by an $18.7 million gain, net of tax, resulting from a legal settlement.

(b)Distributable cash flow from continuing operations excludes the impact of unrealized mark-to-market gains and lossesthat arise from valuing certain derivative contracts, as well as the associated hedged inventory.  The gain or loss associated with these contracts is realized in distributable cash flow from continuing operations when the contracts are settled.

EBITDA in the following reconciliations relate to our business segments.  For purposes of segment reporting we do not allocate general and administrative expenses to our reported business segments because those expenses relate primarily to the overall management at the entity level.  Therefore, EBITDA reflected in the following reconciliations exclude any allocation of general and administrative expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure.

The following table reconciles operating income (loss) to EBITDA for our Fuels Marketing Segment, removing the historical financial information for our asphalt operations from the segment results:

	Year Ended December 31, 2012
	(Dollars in thousands)
	Fuels Marketing Operations		Asphalt Operations			Fuels Marketing Segment
Operating income (loss)	$	12,999	$	(309,784	)	$	(296,785	)
Plus depreciation and amortization expense	115		11,138			11,253
EBITDA	$	13,114	$	(298,646	)	$	(285,532	)

The following is a reconciliation of operating income to EBITDA for the Storage Segment:

	Year Ended December 31,
	2006		2007		2008		2009		2010		2011		2012
	(Dollars in thousands)
Operating income	$	108,486	$	114,635	$	141,079	$	171,245	$	178,947	$	193,395	$	194,567
Plus depreciation and amortization expense	53,121		62,317		66,706		70,888		77,071		87,737		93,449
EBITDA	$	161,607	$	176,952	$	207,785	$	242,133	$	256,018	$	281,132	$	288,016

The following is a reconciliation of operating income to EBITDA for the Pipeline Segment:

	Year Ended December 31,
	2006		2007		2008		2009		2010		2011		2012
	(Dollars in thousands)
Operating income	$	122,714	$	126,508	$	135,086	$	139,869	$	148,571	$	146,403	$	158,590
Plus depreciation and amortization expense	47,145		49,946		50,749		50,528		50,617		51,165		52,878
EBITDA	$	169,859	$	176,454	$	185,835	$	190,397	$	199,188	$	197,568	$	211,468