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): February 6, 2009

NUSTAR ENERGY L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-16417	74-2956831
(State or other jurisdiction of incorporation )	(Commission File Number)	(IRS Employer Identification No.)

2330 North Loop 1604 West

San Antonio, Texas	78248
(Address of principal executive offices)	(Zip Code)

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

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:

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

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

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

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

Item 7.01 Regulation FD Disclosure.

Senior management of NuStar Energy L.P. (the “Company”) will meet with various investors over the course of the next few weeks to discuss the information in the slides attached to this report as Exhibit 99.1, which are incorporated herein by reference. The slides will be available on the Company’s website at www.nustarenergy.com.

The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Safe Harbor Statement

Statements contained in the exhibit to this report state the Company’s or its management’s expectations or predictions of the future and are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Slides for February 2009 presentations.

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.

	NuStar Energy L.P.
	By:	Riverwalk Logistics, L.P. its general partner
	By:	NuStar GP, LLC its general partner
Date: February 6, 2009	By:	/s/ Amy L. Perry Amy L. Perry Assistant Secretary

EXHIBIT INDEX

Number	Exhibit
99.1	Slides for February 2009 presentations.

EX-99.1

Management Presentation –

Investor Meetings

February 2009

Exhibit 99.1

This presentation 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.

For

a

discussion

of

certain

of

those

risks,

please

read

"Risk

Factors"

in

Item

1A

of

both

NuStar

Energy

L.P's

and

NuStar

GP

Holdings,

LLC's

respective

annual

reports

on

Form

10-K

for

the

year ended December 31, 2007 and each entity’s subsequent quarterly reports as filed

with the Securities and Exchange Commission.

Forward Looking Statements

2

$221

$319

2007

2008

$353

$492

2007

2008

$2.74

$4.22

2007

2008

NS

2008 vs. 2007

Growth:  ~7%

Earnings Per LP Unit

Distributable Cash Flow ($ in Millions)

EBITDA ($ in Millions)

Distribution per Unit

2008 A Record Year Financially

Increase in Earnings Primarily Due to                          

Contribution from Asphalt Operations and Growth Projects

54% Increase 2008 Actual Over 2007 Actual

44% Increase 2008 Actual Over 2007 Actual

3

NSH

2008 vs. 2007

Growth:  ~15%

$3.835

$1.38

$4.085

$1.58

2007

2008

39% Increase 2008 Actual Over 2007 Actual

NuStar

Recognized in 2008 as One of                       

the Best Places to Work in America

4

NuStar’s

culture

that

encourages

giving

back

to

the

community,

treating

every

employee

with

respect and providing outstanding pay and benefits is a reflection of the awards received in 2008

Expect to be ranked on the Fortune 500

Listing

for the first time ever based on

record 2008 revenues of $4.8 billion –

over 225% higher than 2007

NuStar Energy L.P. is a leading publicly

traded growth-oriented partnership (NYSE:

NS)

General partner owned by NuStar GP

Holdings, LLC (NYSE: NSH)

One of the largest independent petroleum

pipeline and terminal operators in the U.S.

One of the largest asphalt refiners and

marketers in the U.S.

Large and diverse asset footprint with

operations in seven different countries

Expect to be listed on the Fortune 500 for

the first time ever based on 2008 results

Experienced management team with

substantial equity ownership

NuStar Overview

5

NSNSH

IPO Date:

4/16/2001

7/19/2006

Unit Price (2/4/09):

$47.86

$18.20

Annual Distribution/Unit:

$4.23

$1.72

Yield (2/4/09):

8.84%

9.45%

Market Equity Capitalization:

$2,606 million

$774 million

Enterprise Value:

$4,456 million

$779 million

Total Assets (12/31/08):

$4,460 million

$573 million

Debt/Capitalization (12/31/08):

46.2%

n/a

83.8%

Membership Interest

79.6%

L.P. Interest

Public Unitholders

35,669,951 NSH Units

Public Unitholders

44,210,016 NS Units

16.2%

Membership Interest

2.0% G.P. Interest

18.4% L.P. Interest

Incentive Distribution Rights

William E. Greehey

6,878,920 NSH Units

NYSE:  NSH

NYSE: NS

Assets Stats:

8,491 miles of crude oil and refined

product pipelines

82 terminal facilities and four crude

oil storage tank facilities

Over 90 million barrels of storage

capacity

2 asphalt refineries capable of

processing 104,000 bpd of crude oil

Asset Overview

6

37%

35%

28%

Percent of 2008 Segment Operating

Income

Diversification of operations provide various earnings streams and reduces risk

Approximately 72% of NuStar Energy’s segment operating income in 2008 resulted from

stable, fee-based operations

Remainder of segment operating income related to margin-based asphalt and fuels

marketing segment

Storage (~37%)

Transportation (~35%)

Refined Product Terminals

Crude Oil Storage

Refined Product Pipelines

Crude Oil Pipelines

Asphalt & Fuels Marketing (~28%)

Asphalt

Fuels Marketing

Product Supply, Wholesale and Fuel Oil Marketing

Bunkering/Other

Diversified Operations

7

Independent Liquids Storage Capacity

(Millions of Barrels)

8

8

10

12

16

18

20

21

29

33

33

35

37

57

82

91

103

167

Global Leader in Independent                      

Liquids Storage

NuStar is the third largest independent liquids terminal operator in the world

The CITGO Asphalt Refining Co. acquisition added 4.8 million barrels of storage

Finished with majority of expansion projects under our $400 million construction program, which contributed

around 8.5 million barrels of incremental storage capacity

Source:  Company Websites & Management Presentations

8

9

2009 Outlook –

Transportation Segment

Comparable volumes and a tariff increase of around

7.5% effective July 1, 2009, should contribute higher

operating income in 2009 over 2008

Despite a sluggish economy, expect transportation

pipeline volumes will be comparable in 2009 versus

2008

New pipeline business, an anticipated reduced refinery

maintenance schedule and a new pipeline project

expected to start-up in June should help NuStar achieve

these volumes in 2009

Although not included in the current forecast, expect a

gradual recovery in refined product demand by the

second half of 2009 due to a combination of lower fuels

prices and an improving economy

Heavy planned refinery maintenance, primarily at the

Valero Energy refineries we serve, expected to

negatively impact first quarter 2009 pipeline volumes

Expect a much lighter maintenance schedule for the

remainder of the year

10

2009 Outlook –

Storage Segment

Storage segment should also see better results in 2009

as we benefit from a full year’s contribution from the

projects completed under our $400 million construction

program, or an incremental $23 million of operating

income

Lower throughputs in our storage segment, primarily

due to heavy planned refinery maintenance at Valero

Energy refineries we serve, should not have a material

impact to our results

90% of our revenues in the storage segment come from

leased assets, so, 10% lower throughputs only represent

1% of the storage segments revenue

Expect to benefit from contango markets to the extent

that certain of our storage contract revenues are up for

renewal:

29% -

1 Year or Less

28% -

1 to 3 Years

23% -

3 to 5 Years

19% -

Greater than 5 Years

11

2009 Outlook –

Asphalt Operations

Continue to expect the 2009 EBITDA contribution from

asphalt operations to be in the same range previously

communicated in the fourth quarter 2008 earnings

conference call

Expect a higher margin per barrel, but slightly lower sales 

volumes (excluding the proposed economic stimulus package)

for the full year of 2009

OPEC has cut crude oil supplies globally to meet lower

demand

NuStar

has received notification from PDVSA that it will cut two

300,000 barrel Boscan

cargoes in February and two in March

Although we have not received notification of any cuts beyond

March 2009, our forecast reflects further reductions

Cuts

are

not

expected

to

have

a

material

impact

to

our

financial

results

in

2009,

as

NuStar

is

able

to

run

alternative asphaltic crudes with similar netbacks

Continue to expect first quarter 2009 earnings to be in the range of 25 to 50 cents per unit

2005

2006

2007

2008

2009

Highway construction expenditures are dependent upon spending

by federal, state and local governments and from the private

sector

Current federal highway funding bill passed in August 2005 (i.e.

SAFETEA-LU) fully funded through 2009

Bipartisan victory on recent $8 billion payback to the Highway Trust

Fund, which fully funds the account through 2009

Federal funds typically require states to match some portion of the

federal contribution as an incentive to spend more on road

construction

States

are

expecting

comparable

funding

in

2009

as

they

received

in

2008

States will lose matched federal funding if they don’t spend money on

highways

Status of U.S. Highway Funding

Stimulus Package Expected to Benefit Asphalt Demand

12

*Source: NAPA -

National Asphalt Pavement Association

Annual Federal Highway Funding Under

SAFETEA-LU ($ in billions)*

$37.1

$38.1

$40.4

$41.8

$42.0

~$200 billion in

total Highway

Funding

SAFETEA-LU expires at the end of FY 2009

Congress to begin debate on how to fund the reauthorization in early 2009

Chairman of the House Transportation and Infrastructure Committee seeking $300-500 Billion

Funding options

Federal gas tax increase, indexing user fees for inflation adjustment, bonds, tolls

Proposed economic stimulus package expected to augment highway funding

Package could include an additional $45 billion, or more, in transportation infrastructure investments; $30 billion of which would be dedicated

to highway and bridge projects

Funds

must

be

obligated

between

90

–

180

days

100% federal financing–

no matching criteria

If states don’t use funding, they lose it

Could increase asphalt demand by as much as 10%, or more

U.S. asphalt demand in 2008 has remained below last

year’s levels; however, reduction in supply has offset

negative impact of reduction in demand resulting in

higher asphalt prices and margins

Although 2008 YTD U.S. demand was lower by around 16%

compared to 2007 YTD, U.S. asphalt production was lower

by around 10% and imports were down by nearly 44%

resulting in inventories being down over 9%

Continue to expect the same factors that caused the

asphalt markets to be tight in 2008 to be present in 2009

Competitor in PADD I has discontinued producing asphalt

Venezuela has not exported any asphalt to the U.S. since

January 2008

Lower utilization rates due to weak fuels margins have 

resulted in refinery run cuts in the U.S. Mid-West/Mid-

Continent regions

Expect asphalt demand to be slightly lower in 2009

versus 2008, excluding the impact of the stimulus

package

Second stimulus package that funds additional highway

projects could benefit asphalt demand in 2009 and beyond

Lower crude oil and lower asphalt prices could also be

positive for asphalt demand

Coker projects should continue to impact asphalt

markets in 2010 and 2011 as they come online

U.S. Asphalt Inventories (000 barrels)

Source of data for graphs:  U.S. Energy Information Administration and New Jersey Department of Transportation

Asphalt Fundamentals

NJ Asphalt Cement Price Index

($

per short ton)

13

10,000

20,000

30,000

40,000

50,000

Jan

Feb

Mar

Apr

May

June

July

Aug

Sept

Oct

Nov

Dec

2006

2007

2008

5-Year Avg.

$100

$200

$300

$400

$500

$600

$700

$800

$900

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2006

2007

2008

2009

5-Year Avg.

Current U.S. Coker Capacity Projects: (Includes firm and probable expansions)

Impact of Coker Projects Still Intact

Despite Some Projects Delayed/Cancelled

Source:  PIRA Refinery Database; Company Information

14

Most

of

the

coker

projects

on

our

list

are

either

already

complete

or

have

a

high

likelihood

of

completion

(i.e.

firm

projects)

The

few

projects

that

have

been

either

cancelled

or

delayed

were

small

in

scope

and/or

were

at

the

back

end

of

our

list

Additional coker

capacity additions of around 604,000 barrels per day only slightly lower than the 650,000 barrels per day

previously expected

Asphalt

markets

have

already

begun

to

tighten

and

asphalt

margins

should

continue

to

increase

as

more

coker

projects

are

completed

No.

Refinery

PADD

Announced Coker

Capacity (Mbpd)

Announced

Crude Capacity

(Mbpd)

Start Up

Date

Status

1

Coffeyville Resources - Coffeyville, Kansas

II

2.0

8.0

1Q 2007

Complete

2

BP - Toledo, Ohio

II

2.0

10.0

1Q 2007

Complete

3

Valero - Port Arthur, Texas

III

25.0

75.0

1Q 2007

Complete

4

Frontier - Cheyenne, Wyoming

IV

4.3

-

3Q 2007

Complete

5

Chevron - El Segundo, California

V

15.0

-

4Q 2007

Complete

6

Sinclair – Sinclair, Wyoming

IV

20.0

11.0

4Q 2007

Complete

7

ConocoPhillips - Borger, Texas

III

25.0

-

4Q 2007

Complete

8

Cenex - Laurel, Montana

IV

15.0

-

1Q 2008

Complete

9

Frontier - El Dorado, Kansas

II

3.0

11.0

2Q 2008

Complete

10

Tesoro - Martinez, California

V

4.4

-

2Q 2008

Complete

11

ConocoPhillips - Los Angeles, California

V

5.0

-

4Q 2008

Complete

12

Sinclair - Tulsa, Oklahoma

II

28.5

-

2Q 2009

Firm

13

Marathon - Garyville, Louisiana

III

44.0

180.0

4Q 2009

Firm

14

Valero - St. Charles, Lousiana

III

10.0

45.0

1Q 2010

Firm

15

Hunt - Tuscaloosa, Alabama

III

18.5

15.0

3Q 2010

Firm

16

ConocoPhillips - Wood River, Illinois

II

65.0

55.0

1Q 2011

Firm

17

Atofina Petrochemicals Inc.- Port Arthur, Texas

III

50.0

-

1Q 2011

Firm

18

BP/Husky - Toledo, Ohio

II

25.0

-

1Q 2011

Firm

19

Motiva - Port Arthur, Texas

III

40.0

325.0

1Q 2011

Firm

20

Pasadena Refining System - Pasadena, Texas

III

29.0

100.0

2Q 2011

Probable

21

BP - Whiting, Indiana

II

95.0

30.0

1Q 2012

Firm

22

ConocoPhillips - Borger, Texas

III

20.0

34.0

2Q 2012

Probable

23

Marathon - Detroit, Michigan

II

28.0

13.0

2Q 2012

Probable

24

ConocoPhillips - Wood River, Illinois

II

30.0

25.0

2Q 2016

Probable

Total US Expansion

603.7

937.0

2007

2008

2009

Reliability

Strategic/Other

15

Capital Spending

Continue to conservatively target around $80 million of strategic growth capital spending for 2009 in light of challenging

economic and capital market conditions

Major 2009 strategic projects include:

Approximately $15 million on pipeline projects on NuStar’s East pipeline, ammonia pipeline and at our St. James facility to increase the

capacity and flexibility of our two pipeline and to accommodate new and existing customers

Approximately

$7

million

to

finish

up

tank

expansion

projects

at

NuStar’s

Texas

City

and

Amsterdam

facilities

as

part

of

our

$400

million

construction program

Approximately $30 million at our Texas City facility to improve and upgrade it to make a world class terminal

Approximately

$14.5

million

at

our

Paulsboro

and

Savannah

asphalt

facilities

to

improve

crude

flexibility

and

rates,

improve

the

energy

efficiency of the refineries and increase the production of polymer modified asphalt

Cash

flows

from

operations

and

over

$600

million

of

availability

under

$1.2

billion

revolving

credit

facility

expected

to

finance

capital requirements and distribution payments in 2009

(Dollars in Millions)

$251

$211

$40

$202

$55

$147

$145 -

$150

~$80

~$65 -

$70

One of the largest independent petroleum pipeline and terminal liquids operators in the world

Provides world class pipeline and terminalling services to some of the world’s largest crude oil

producers, integrated oil companies, chemical companies, oil traders and refineries

Pipeline and storage businesses somewhat recession proof

One of the largest asphalt refiners and marketers in the U.S.

Expect to benefit from better-than-historic asphalt margins as supply continues to tighten

Proposed economic stimulus package could provide significant increase in U.S. asphalt demand

Large and diversified asset footprint in the U.S. and internationally allows for ample acquisition

and internal growth opportunities

Despite lower expected strategic capital for 2009, continue to have plenty of opportunities to grow the

business over the next few years

One of a few partnerships to have a large international presence

One of only a few partnerships with incentive distribution rights capped at 25%

Lower cost of capital provides NuStar Energy L.P. a competitive advantage

Investment grade rating and demonstrated access to capital in difficult markets

Experienced management team with substantial ownership and insider buying

Higher earnings expected in 2009 despite weak global economic outlook

Investment Highlights

16

Questions & Answers

Appendix

18

Reconciliation of Net Income to EBITDA to

Distributable Cash Flow

19

(a) Distributable cash flow excludes the impact of mark-to-market gains and losses which arise from valuing certain derivative contracts.

NuStar

Energy

L.P.

utilizes

two

financial

measures,

EBITDA

and

distributable

cash

flow,

which

are

not

defined

in

United

States

generally

accepted

accounting

principles.

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

nor

distributable

cash

flow

are

intended

to

represent

cash

flows

for

the

period,

nor

are

they

presented

as

an

alternative

to

net

income.

They

should

not

be

considered

in

isolation

or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.

(Dollars in Thousands)

Year Ended

December 31,

2008

2007

Net income

254,018

$     

150,298

$          

Plus interest expense, net

90,818

76,516

Plus income tax expense

11,006

11,448

Plus depreciation and amortization expense

135,709

114,293

EBITDA

491,551

352,555

Less equity earnings from joint ventures

(8,030)

(6,833)

Less interest expense, net

(90,818)

(76,516)

Less reliability capital expenditures

(55,669)

(40,337)

Less income tax expense

(11,006)

(11,448)

Plus distributions from joint ventures

2,835

544

Mark-to-market impact on hedge transactions (a)

(9,784)

3,131

Distributable cash flow

319,079

$     

221,096

$