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 3, 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

(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 2.02 Results Of Operations And Financial Condition.

On August 3, 2009, NuStar Energy L.P., a Delaware limited partnership, issued a press release announcing financial results for the quarter ended June 30, 2009. A copy of the press release announcing the financial results is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in this report, including the press release, will not be incorporated by reference into any registration statement filed by NuStar Energy L.P. under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

NON-GAAP FINANCIAL MEASURES

The press release announcing the earnings discloses certain financial measures, EBITDA, distributable cash flow, and distributable cash flow per unit, that are non-GAAP financial measures as defined under SEC rules. The press release furnishes a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. 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, distributable cash flow, nor distributable cash flow per unit are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. 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.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release dated August 3, 2009.

SIGNATURE

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: August 3, 2009			By:	/s/ Amy L. Perry
			Name:	Amy L. Perry
			Title:	Corporate Secretary

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release dated August 3, 2009.

EX-99.1

Exhibit 99.1

NuStar Energy L.P. Reports Record Second Quarter 2009 Earnings and

Announces Quarterly Distribution

Earnings Beat Analysts’ Expectations and are the Second Highest of Any

Quarter in the Partnership’s History

SAN ANTONIO, August 3, 2009 – NuStar Energy L.P. (NYSE: NS) today announced record second quarter net income applicable to limited partners of $75.1 million, or $1.38 per unit, compared to $8.1 million, or $0.15 per unit, earned in the second quarter of 2008. The second quarter 2009 results represent the second highest quarterly earnings of any quarter in the partnership’s history behind last year’s $2.60 per unit earned in the third quarter. For the six months ended June 30, 2009, net income applicable to limited partners was $106.8 million, or $1.96 per unit, significantly higher than the $57.7 million, or $1.11 per unit, for the six months ended June 30, 2008.

“We are very excited about these outstanding earnings as they exceeded both the high end of our guidance range and analysts’ projections,” said Curt Anastasio, Chief Executive Officer and President of NuStar Energy L.P. and NuStar GP Holdings, LLC. “These results were the product of solid contributions from our asphalt and storage operations.”

Included in NuStar Energy L.P.’s earnings for the second quarter of 2009 is an $18.8 million, or $0.34 per unit, net gain resulting primarily from the sale of the Ardmore-Wynnewood pipeline in Oklahoma and the Trans-Texas pipeline. The sale of these non-strategic pipelines, which was effective June 15, generated proceeds of $29 million, which were used to pay down debt. Excluding the effect of the sale of the pipelines and other items, second quarter 2009 adjusted earnings would have been $56.7 million, or $1.04 per unit. This not only represents a record for the second quarter and the second highest quarterly earnings in NuStar’s history, but also a nearly 600 percent increase over last year’s second quarter earnings.

With respect to the quarterly distribution to unitholders for the second quarter of 2009, NuStar Energy L.P. also announced that its board of directors has declared a distribution of $1.0575 per unit, which would equate to $4.23 per unit on an annual basis. This quarterly distribution represents an increase of $0.0725 per unit, or 7.4 percent, over the $0.985 distribution for the second quarter of 2008. The second quarter 2009 distribution will be paid on August 13, 2009, to holders of record as of August 6, 2009.

Distributable cash flow available to limited partners of $123.4 million, or $2.27 per unit, was also a second quarter record and nearly four times higher than the $31.5 million, or $0.58 per unit, for the second quarter of 2008. For the six months ended June 30, 2009, distributable cash flow available to limited partners was $192.9 million, or $3.54 per unit, compared to $103.5 million, or $2.04 per

-More-

unit for the six months ended June 30, 2008. Distributable cash flow available to limited partners covers the distribution to the limited partners by a strong 2.14 times for the second quarter of 2009.

“Our asphalt operations were one of the principal drivers for our record second quarter 2009 results,” said Anastasio. “During the quarter, we benefited from a significantly higher margin per barrel compared to last year, or $9.10 versus $1.37. Our strategy of producing and storing asphalt inventories at lower costs during the winter months and selling these same inventories at higher prices during the asphalt season allowed us to capture a generous margin in the second quarter.

“While our asphalt sales volumes were negatively impacted at the start of the second quarter as a result of unseasonably wet weather on the U.S. East Coast, we saw a marked improvement by the end of the quarter. We believe the impact from the weather on asphalt paving projects has resulted in only a deferral and not a cancellation of projects. As a result, asphalt sales volumes have essentially been postponed from the second quarter to now primarily the third quarter. We should see sales volumes increase in the second half of this year now that the weather has improved, deferred projects have been starting up and stimulus funds are being put to work.

“Our storage segment also contributed significantly to our strong second quarter 2009 results. Operating income increased by nearly 20 percent compared to the second quarter of last year as we benefited largely from projects completed under the company’s previous $400 million construction program. Renewals of lease contracts at higher rates due to strong demand for storage at key terminals also contributed to our strong results in this segment. We should continue to see strong results from our storage segment for the second half of 2009.

“Not surprising, earnings from our transportation segment were lower in the second quarter of 2009 compared to last year as volumes were primarily impacted by planned turnarounds and unplanned operational outages at several of the customer’s refineries we serve. Since one of the planned turnarounds was extended and took longer than expected, and there were multiple unplanned operational outages at other refineries we serve, our volumes were slightly lower than what we had anticipated. The sale of the Ardmore-Wynnewood and Trans-Texas pipelines also caused our volumes to be lower in the second quarter compared to last year. The good news is that we have started benefiting from the 7.6 percent tariff increase, which was effective July 1, on approximately 95 percent of all our transportation segment revenues. The benefit from this tariff increase should contribute to slightly higher results on our transportation segment in 2009 compared to 2008 despite lower throughputs.

-More-

“I am also pleased with our solid balance sheet and liquidity position. At the end of the quarter, we had $363 million available under our revolving credit facility even with higher seasonal inventories and crude oil prices. As inventories start to seasonally decline during the second half of the year, our working capital requirements should continue to fall as well, assuming the price of crude oil doesn’t increase significantly. As a result, we are currently targeting our revolver availability to be in excess of $500 million by the end of the year. With ample liquidity, improved capital markets and our disciplined financial strategy, NuStar is well-positioned to pursue additional acquisition and internal growth opportunities.

“Since we do not expect to see the extreme volatility in commodity markets like last year, we do not anticipate the same scenario to unfold in our asphalt operations in the second half of 2009. Last year, most of the contribution was compressed to the third quarter as asphalt and product prices ran up following the dramatic increase in crude oil in the second quarter. The fourth quarter of 2008 was then negatively impacted by the subsequent steep decline in product prices and our higher costs of goods sold.

“For the second half of 2009, we still expect a solid contribution from our asphalt operations as asphalt supply continues to be tight and demand should start improving. However, the contribution should be spread out between the third and fourth quarters as margins will likely not be nearly as good in the third quarter compared to last year’s third quarter, but fourth quarter margins should be significantly better than last year’s fourth quarter.

“The outlook for the remainder of the year continues to be strong primarily due to the contribution from our asphalt operations and internal growth projects in our storage segment. As a result, we expect to be in a position to increase our distribution in 2009. Based on our current forecast, we are projecting earnings to be in the range of $1.10 to $1.50 per unit for the third quarter of 2009,” said Anastasio.

A conference call with management is scheduled for 3:00 p.m. ET (2:00 p.m. CT) today, August 3, 2009, to discuss the financial and operational results for the second quarter of 2009. Investors interested in listening to the presentation may call 800/622-7620, passcode 19298146. International callers may access the presentation by dialing 706/645-0327, passcode 19298146. The company intends to have a playback available following the presentation, which may be accessed by calling 800/642-1687, passcode 19298146. A live broadcast of the conference call will also be available on the company’s Web site at www.nustarenergy.com.

-More-

NuStar Energy L.P. is a publicly traded, limited partnership based in San Antonio, with 8,407 miles of pipeline, 82 terminal facilities, four crude oil storage tank facilities and two asphalt refineries with a combined throughput capacity of 104,000 barrels per day. One of the largest asphalt refiners and marketers in the U.S. and the second largest independent liquids terminal operator in the nation, NuStar has operations in the United States, the Netherlands Antilles, Canada, Mexico, the Netherlands and the United Kingdom. The partnership’s combined system has nearly 91 million barrels of storage capacity, and includes two asphalt refineries, crude oil and refined product pipelines, refined product terminals, a petroleum and specialty liquids storage and terminaling business, as well as crude oil storage facilities. For more information, visit NuStar Energy L.P.’s Web site at www.nustarenergy.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements regarding future events. All forward-looking statements are based on the partnership and company’s beliefs as well as assumptions made by and information currently available to the partnership and company. These statements reflect the partnership and company’s current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in NuStar Energy L.P. and NuStar GP Holdings, LLC’s 2008 annual reports on Form 10-K and subsequent filings with the Securities and Exchange Commission.

NuStar Energy L.P. and Subsidiaries

Consolidated Financial Information

(Unaudited, Thousands of Dollars, Except Unit Data and Per Unit Data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Statement of Income Data:
Revenues:
Services revenues	$	176,042		$	180,555		$	358,694		$	360,671
Product sales		811,800			1,197,025			1,263,152			1,609,683
Total revenues		987,842			1,377,580			1,621,846			1,970,354
Costs and expenses:
Cost of product sales		731,861			1,175,916			1,148,656			1,568,925
Operating expenses		110,505			106,928			213,827			195,378
General and administrative expenses		25,852			19,544			48,316			35,627
Depreciation and amortization expense		35,548			34,830			71,537			64,876
Total costs and expenses		903,766			1,337,218			1,482,336			1,864,806
Operating income		84,076			40,362			139,510			105,548
Equity earnings from joint ventures		3,011			1,749			5,324			3,950
Interest expense, net		(20,265	)		(24,934	)		(40,735	)		(41,799	)
Other income, net		19,240			631			27,844			10,540
Income before income tax expense		86,062			17,808			131,943			78,239
Income tax expense		2,327			3,718			8,853			8,280
Net income	$	83,735		$	14,090		$	123,090		$	69,959
Net income applicable to limited partners	$	75,130		$	8,091		$	106,768		$	57,653
Net income per unit applicable to limited partners (Note 1)	$	1.38		$	0.15		$	1.96		$	1.11
Weighted average limited partner units outstanding		54,460,549			54,372,035			54,460,549			51,890,892
EBITDA (Note 2)	$	141,875		$	77,572		$	244,215		$	184,914
Distributable cash flow (Note 2)	$	131,688		$	38,425		$	209,372		$	117,358
	June 30, 2009			June 30, 2008						December 31, 2008
Balance Sheet Data:
Debt, including current portion (a)	$	2,130,834		$	2,182,813					$	1,894,848
Partners’ equity (b)		2,209,464			2,189,301						2,206,997
Debt-to-capitalization ratio (a) / ((a)+(b))		49.1	%		49.9	%					46.2	%

NuStar Energy L.P. and Subsidiaries

Consolidated Financial Information - Continued

(Unaudited, Thousands of Dollars, Except Barrel Data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Segment Data:
Storage:
Throughput (barrels/day)		695,558			760,856			646,025			778,054
Throughput revenues	$	19,728		$	23,029		$	39,756		$	46,150
Storage lease revenues		97,585			88,631			195,359			174,623
Total revenues		117,313			111,660			235,115			220,773
Operating expenses		59,470			61,121			113,628			115,119
Depreciation and amortization expense		17,446			16,697			34,438			32,648
Segment operating income	$	40,397		$	33,842		$	87,049		$	73,006
Transportation:
Refined products pipelines throughput (barrels/day)		564,762			700,024			592,341			697,397
Crude oil pipelines throughput (barrels/day)		346,291			411,600			366,027			408,782
Total throughput (barrels/day)		911,053			1,111,624			958,368			1,106,179
Revenues	$	68,744		$	77,028		$	143,136		$	152,807
Operating expenses		27,690			30,473			52,890			60,330
Depreciation and amortization expense		12,614			12,797			25,277			25,402
Segment operating income	$	28,440		$	33,758		$	64,969		$	67,075
Asphalt and fuels marketing: (Note 3)
Product sales	$	811,800		$	1,197,054		$	1,263,152		$	1,609,712
Cost of product sales		736,009			1,179,489			1,156,802			1,575,671
Operating expenses		29,709			19,860			59,548			26,078
Depreciation and amortization expense		4,406			4,520			9,614			5,208
Segment operating income	$	41,676		$	(6,815	)	$	37,188		$	2,755
Consolidation and intersegment eliminations:
Revenues	$	(10,015	)	$	(8,162	)	$	(19,557	)	$	(12,938	)
Cost of product sales		(4,148	)		(3,573	)		(8,146	)		(6,746	)
Operating expenses		(6,364	)		(4,526	)		(12,239	)		(6,149	)
Total	$	497		$	(63	)	$	828		$	(43	)
Consolidated Information:
Revenues	$	987,842		$	1,377,580		$	1,621,846		$	1,970,354
Cost of product sales		731,861			1,175,916			1,148,656			1,568,925
Operating expenses		110,505			106,928			213,827			195,378
Depreciation and amortization		34,466			34,014			69,329			63,258
Segment operating income		111,010			60,722			190,034			142,793
General and administrative expenses		25,852			19,544			48,316			35,627
Other depreciation and amortization expense		1,082			816			2,208			1,618
Consolidated operating income	$	84,076		$	40,362		$	139,510		$	105,548

NuStar Energy L.P. and Subsidiaries

Consolidated Financial Information - Continued

(Unaudited, Thousands of Dollars, Except Unit Data and Per Unit Data)

Notes:

1. Effective January 1, 2009, we adopted EITF Issue No. 07-4, “Application of the Two-Class Method under FASB Statement No. 128, Earnings per Share, to Master Limited Partnerships.” As a result, net income per unit applicable to limited partners for the six months ended June 30, 2008 changed from $1.12 previously reported.

2. 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.

The following is a reconciliation of net income to EBITDA and distributable cash flow:

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Net income	$	83,735		$	14,090		$	123,090		$	69,959
Plus interest expense, net		20,265			24,934			40,735			41,799
Plus income tax expense		2,327			3,718			8,853			8,280
Plus depreciation and amortization expense		35,548			34,830			71,537			64,876
EBITDA		141,875			77,572			244,215			184,914
Less equity earnings from joint ventures		(3,011	)		(1,749	)		(5,324	)		(3,950	)
Less interest expense, net		(20,265	)		(24,934	)		(40,735	)		(41,799	)
Less reliability capital expenditures		(10,549	)		(9,214	)		(16,491	)		(16,918	)
Less income tax expense		(2,327	)		(3,718	)		(8,853	)		(8,280	)
Plus distributions from joint ventures		2,500			—			4,000			500
Mark-to-market impact on hedge transactions		23,465			468			32,560			2,891
Distributable cash flow		131,688			38,425			209,372			117,358
General partner’s interest in distributable cash flow		(8,247	)		(6,929	)		(16,494	)		(13,858	)
Limited partners’ interest in distributable cash flow	$	123,441		$	31,496		$	192,878		$	103,500
Distributable cash flow per limited partner unit	$	2.27		$	0.58		$	3.54		$	2.04

3. Additional operational information related to the asphalt and fuels marketing segment is available on our website at www.nustarenergy.com under the investors portion of the website.