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): December 8, 2009

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)	(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 7.01 Regulation FD Disclosure.

On Tuesday, December 8, 2009, senior management of NuStar Energy L.P. (the “Company”) will make a presentation (the “Presentation”) to investors at the Wells Fargo Pipeline and MLP Symposium in New York, New York at 11:15 a.m. (Eastern Time). The slides attached to this report were prepared in connection with the Presentation. The slides are included in Exhibit 99.1 to this report and are incorporated herein by reference. The slides will be available on the Company’s website at www.nustarenergy.com. Additionally, a live audio webcast and replays of the Company’s Presentation will be available beginning at approximately 11:15 a.m. (Eastern Time) on December 8, 2009 on the “Investors” section of its 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. In addition, we do not intend to update these statements unless it is required by the securities laws to do so, and we undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Slides from presentation to be used on December 8, 2009.

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: December 8, 2009	By:	/s/    AMY L. PERRY
		Amy L. Perry
		Corporate Secretary

EXHIBIT INDEX

Number	Exhibit
99.1	Slides from presentation to be used on December 8, 2009.

EX-99.1

8

th

Annual Wells Fargo Pipeline

and MLP Symposium

December 8, 2009

Curt Anastasio, CEO and

President

Exhibit 99.1

Statements contained in this presentation that state management’s expectations or

predictions of the future are forward-looking statements intended to be covered by the

safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of

1934.

The

words

“believe,”

“expect,”

“should,”

“estimates,”

and

other

similar

expressions identify forward-looking statements.  It is important to note that actual

results could differ materially from those projected in such forward-looking statements. 

We undertake no duty to update any forward-looking statement to conform the

statement to actual results or changes in the company’s expectations. For more

information concerning factors that could cause actual results to differ from those

expressed or forecasted, see NuStar

Energy L.P.’s and NuStar

GP Holdings, LLC’s

respective annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with

the Securities and Exchange Commission and available on NuStar’s

websites at

www.nustarenergy.com

and

www.nustargp.com.

Forward Looking Statements

2

NuStar Overview

3

NuStar

Energy L.P. (NYSE: NS) is a leading

publicly traded growth-oriented partnership

with a market capitalization of around $3.2

billion and an enterprise value of

approximately $5.1 billion

One of the largest independent petroleum

pipeline and terminal operators in the U.S. and

one of the largest asphalt refiners and

marketers in the U.S.

NuStar

GP Holdings, LLC (NYSE: NSH)

holds the 2% general partner interest, 16.8%

of the common units and incentive distribution

rights in NuStar

Energy L.P.

NuStar

Overview –

Two Publicly Traded Companies

NS

NSH

IPO Date:

4/16/2001

7/19/2006

Unit Price (12/3/09):

$52.26

$24.90

Annual Distribution/Unit:

$4.26

$1.74

Yield (12/3/09):

8.15%

6.99%

Market Capitalization:

$3,147 million

$1,060 million

Enterprise Value:

$5,060 million

$1,058 million

Total Assets (9/30/09):

$4,670 million

$581 million

Debt/Capitalization (9/30/09):

46.5%

n/a

Fortune 500 Ranking:

485

n/a

4

Asset Stats:

Operations in eight different

countries including the U.S., Mexico,

Netherlands, Netherlands Antilles

(i.e. Caribbean), England, Ireland,

Scotland and Canada

8,417 miles of crude oil and refined

product pipelines

Own 82 terminal facilities and four

crude oil storage tank facilities

Over 91 million barrels of storage

capacity

2 asphalt refineries on the U.S. East

Coast capable of processing

104,000 bpd of crude oil

Large and Diverse Geographic Footprint                  

with Assets in Key Locations

5

44%

36%

20%

Percentage of Expected 2009                 

Segment Operating Income

Approximately 80% of NuStar Energy’s segment operating income in 2009 is expected to come

from fee-based transportation and storage segments

Remainder of expected 2009 segment operating income relates to margin-based asphalt and fuels

marketing segment

Storage: ~44%

Transportation: ~36%

Refined Product Terminals

Crude Oil Storage

Refined Product Pipelines*

Crude Oil Pipelines

Asphalt & Fuels Marketing: ~20%

Asphalt

Fuels Marketing

Product Supply, Wholesale and Fuel Oil

Marketing

Bunkering

Diversified Operations from Three

Business Segments

*  Includes primarily distillates, gasoline, propane, jet fuel, ammonia and other light ends.  Does not include natural gas. 

6

Global Leader in Independent                      

Liquids Storage

NuStar

is the third largest independent liquids terminal operator in the world and second largest in the U.S.

Completed expansion projects in early 2009 under our $400 million construction program, which contributed

around 8.5 million barrels of incremental storage capacity

Of the roughly 91 million barrels of storage capacity, approximately 50 million barrels are crude oil and heavy fuel

products, 39 million barrels are refined products and 2 million barrels are biofuels

Source:  Company Websites & Management Presentations

7

Distributable Cash Flow ($ in Millions)

EBITDA ($ in Millions)

In this difficult economy, still expect a solid EBITDA contribution and higher distributable cash flow in 2009 compared to 2008

Strong performances from fee-based storage and transportation segments have partially offset lower relative performance from the

asphalt operations

Two-year EBITDA contribution from the acquisition of the former CITGO asphalt refineries, excluding the hedging loss, expected to

be

in

the

range

of

$220

to

$235

million

–

far

superior

to

the

typical

MLP

acquisition

Other accomplishments in 2009:

All

three

rating

agencies

upgraded

their

outlook

on

NuStar’s

debt

rating

to

stable

from

negative

Increased

the

distribution

at

NuStar

Energy

L.P.

and

NuStar

GP

Holdings, LLC

Continued excellence in safety and environmental achieving numerous awards for performance

Continue to ranked nationally, regionally and locally as one of the top places to work in America

Renewed focus on significantly higher growth opportunities in 2010 now that the capital markets have improved

Note:

2005

and

2006

distributable

cash

flow

and

EBITDA

are

from

continuing

operations

Solid Growth in Earnings Since

April 2001 IPO

2001

2002

2003

2004

2005

2006

2007

2008

$56

$68

$86

$102

$154

$214

$221

$319

2001

2002

2003

2004

2005

2006

2007

2008

$63

$77

$112

$133

$219

$322

$353

$492

8

$4.085

$3.835

$3.60

$3.365

$3.20

$2.95

$2.75

$2.40

2001

2002

2003

2004

2005

2006

2007

2008

NS Annual Distribution Since IPO

*

*     Based on NS annualized distribution of $0.60 per unit in 2001

**  Based on NSH annualized distribution of $0.32 per unit in 2006

NSH Annual Distribution Since IPO

$1.28

$1.38

$1.58

2006

2007

2008

**

~8.0% CAGR

~11% CAGR

Increased the distribution at NuStar Energy L.P. to $1.065

per unit in the third quarter of 2009 from previous $1.0575

per unit

Represents an increase of over five percent in the

distribution for the first three quarters of 2009 compared to

2008

Strong distribution coverage ratio of 1.47 times for the nine

months ended 2009

While fourth quarter distribution coverage will be weaker

due to the seasonality of the asphalt operations, still expect

a solid distribution coverage ratio for the full year of 2009

Consistent Distribution Growth While                

Maintaining a Solid Distribution Coverage

9

Increased the distribution at NuStar GP Holdings, LLC

to $0.435 per unit in the third quarter of 2009 from

previous $0.43 per unit

Represents an increase of nearly 13 percent in the

distribution for the first three quarters of 2009

compared to 2008

All of NuStar Energy L.P.’s Distribution has been Covered by the

Non-Asphalt Distributable Cash Flows for the Period NuStar has

Owned the Asphalt Operations

2008

9 Mos. Ended                        

September 30, 2009

Non-Asphalt Distributable Cash Flows*                

$271.5

$246.9

Total Distribution

252.8

198.1

Excess Distributable Cash Flows

$18.7

$48.8

% of Distribution Covered by

Non-Asphalt Distributable Cash Flows

100%

100%

Asphalt EBITDA

$90.4**

$69.1

Asphalt Distributable Cash Flows

$47.5**

$32.4

50% Holdback on Asphalt

Distributable Cash Flows

$23.8

$16.2

Cumulative Asphalt Distributable Cash Flows

Available for Future Distributions   

$23.8

$40.0

(Dollars in Millions)

*   Includes transportation, storage and fuels marketing operations

**  Includes $61 million hedging loss.  Adjusted Asphalt EBITDA was $151.2 million and adjusted distributable cash flows were $108.2 million without the

hedging loss.

Cumulative holdback of distributable cash flows from the asphalt

operations expected to be available should their

be a shortfall in the distributable cash flows from the non-asphalt operations

10

Financial Overview

11

Large Increase in Internal Growth Capital Expected in

2010 that Will Seed the Next Phase of NuStar’s

Growth

12

(Dollars in Millions)

$142

$126

$313

$81

Transportation

Storage

Asphalt & Fuels Marketing

$221

$62

$30

Earlier in 2009, we were cautious on our capital spending given the challenging economic and capital market

conditions and we lightened our internal growth program to around $80 million

As capital markets have improved throughout 2009, our internal growth program increased and currently stands at

around $126 million

2010 internal growth program is significantly higher at nearly $315 million and includes projects to:

Build new storage for large creditworthy customers under long-term contracts (i.e. 5 to 8 years)

Develop and improve logistics at key terminals

Expand our pipeline systems in fast-growing regions

Put in place the necessary infrastructure at key terminals to capture incremental ethanol and biofuel

volumes

Optimize our asphalt operations

Expand our fuel oil blending and bunkering operations

Develop new crude supply logistics to capitalize on heavy crude oil imbalances

Maintaining Sufficient Liquidity                               

with Disciplined Financial Strategy

NS Current Revolver Availability

Recent NuStar

Energy L.P. equity offering to be used primarily for future potential acquisitions and growth capital expenditures

Pending the use of the proceeds for other purposes, proceeds from the equity offering have been applied to reduce outstanding

borrowings under its revolving credit facility

Other than

the

acquisition

of

the

former

CITGO

asphalt

refineries

in

2008

and

the

Kaneb

acquisition

in

2005, NuStar

Energy L.P. has

not issued equity since August 2003

Total Bank Credit

$1,215

Less:

Borrowings

(537)

Letters of Credit

(60)

Revolver Liquidity

$618*

(Dollars in Millions)

NSH Current Revolver Availability

Total Bank Credit              $19.5

Less:

Borrowings                      14.3

Letters of Credit                   -

Revolver Liquidity              $  5.2

(Dollars in Millions)

2009

$11.2

2010            $0.8

2011

$0.8

2012

$990.6**

2013        $480.9

2014

$0.6

**  Primarily includes maturity of revolver, which expires

December 2012, and $350 million of senior notes

NS Debt Maturities (9/30/09)

Note:  NSH’s

revolving credit facility expires on July 16, 2010

13

No significant near-term debt

maturities

Bond markets continue to remain

strong for investment grade MLPs

like NuStar

Energy L.P.

* Debt-to-EBITDA cannot exceed 5.0 to 1.0 times

Business Segment Overview –

Storage

14

NuStar’s

Storage Segment Expected to Benefit in 2009 from              

Completed Projects and  Rate Increases on Renewed Contracts –

Lower Throughputs not Expected to have a Material Impact to Results

15

2009 storage results should exceed 2008 results as we are targeting

an incremental $30 to $35 million of EBITDA

Benefits come from $400 million construction program started in 2006

and completed in early 2009 and;

Strong demand for storage in key markets and persistent contango

markets that have provided significantly higher rates on storage

contracts up for renewal

Since approximately 90% of our revenues come from leased assets,

lower throughputs are not expected to have a material impact to

NuStar

Energy L.P.’s results

Flatter

contango

market

not

expected

to

impact

NuStar

as

we

continue

to sign up large, credit worthy customers under long-term contracts

18% -

1 Year or Less

30% -

1 to 3 Years

39% -

3 to 5 Years

13% -

Greater than 5 Years

While

we

will

not

see

as

much

incremental

benefit

in

2010

compared

to

2009

as

NuStar

cut

2009

growth

capital

and

the

$400

million construction program has ended, we expect that new internal growth opportunities will be primarily in storage

Targeting an incremental $18 to $22 million of EBITDA from storage segment in 2010 compared to 2009

Should

continue

to

benefit

from

the

move

towards

renewable

fuels

as

we

implement

infrastructure

at

certain

of

our

terminals to

handle biofuels

and collect additional fees from customers

NuStar

has over 2 million barrels of biofuels

storage

Refined

product

demand

growth

outside

the

U.S.

should

benefit

companies

like

NuStar

that

are

developing

international storage

opportunities

Business Segment Overview –

Transportation

16

NuStar’s Transportation Segment Should Benefit from                   

Growth in Product Demand, Although Growth Will be Slower in    

the U.S. Than Developing Nations

17

2009 transportation results should be equal to or slightly better than 2008

results despite lower volumes due to :

Higher revenue per barrel related to (a) 7.6% tariff increase effective July 1,

2009 and (b) sale of pipeline assets with moderate throughputs, but a low

revenue per barrel

Lower operating expenses mainly due to lower power costs

Most industry experts are predicting that 2010 product demand should recover

slightly as the economy improves, net of fuel efficiency estimates

Experts project world oil demand to increase 1% to 2%, gasoline demand to

increase by around 1%, distillate demand to increase by over 3% and jet fuel

demand to increase by around 1%

Refinery utilization is projected to continue to be low, or in the range of 80% to

85%

Refined product demand growth expected to be less in the U.S. and primarily

international, mainly the Far East, Middle East and parts of  Latin America

Expect NuStar’s throughput volumes to increase slightly in 2010 compared to

2009, excluding the impact of the assets sales, and in-line with our view of a

modest economic recovery next year

Recently announced refinery closures not expected to impact NuStar’s results

While we are currently projecting the tariff adjustment to be around 1.5% lower

starting July 1, 2010 compared to the July 2009 adjustment, the 2010 calendar

year rate should be slightly higher than the 2009 calendar year rate

Revenue

per

barrel

higher

in

the

second

half

of

2009

compared

to

same

period

last

year

primarily

due

to

7.6%

tariff

increase and sale of pipeline assets with a relatively low revenue per barrel

Expect to see an uptick in fourth quarter 2009 throughputs compared to the third quarter of 2009, primarily due to a

lighter refinery maintenance schedule

Decline in Throughput Volumes in 2009 Mainly Due to Assets

Sales, Unplanned Outages and Planned Turnarounds…Less Due

to Economic Run Cuts

Impact from sale of pipelines :

ConocoPhillips

sale

of

their

JV

Interest

in

the El Paso pipeline to Valero Energy in

2Q08 (~32 mbpd)

NuStar’s

sale

of

the

Skelly-Belvieu

pipeline in 4Q08 (~12 mbpd)

NuStar’s

sale

of

the

Trans-Texas

and

Ardmore-Wynnewood pipelines in 2Q09

(~ 60 mbpd)

911

104

1,006

1,001

56

1,112

1,050

43

38

35

18

863

104

920 -

940

Business Segment Overview –

Asphalt & Fuels Marketing

19

Expect 2009 EBITDA from our asphalt operations to be in the range

of $70 to $85 million and 2009 EBITDA from our fuels marketing

operations to be in the range of $15 to $20 million

Asphalt operations have earned nearly $70 million of EBITDA and

fuels marketing operations have earned nearly $11 million of EBITDA

in the first nine months of 2009

Fourth quarter 2009 asphalt profits are shaping up to be better than

we anticipated as we have seen an uncharacteristic rise in asphalt

prices for this time of year

Fourth quarter product margin per barrel expected to be in the range

of $5.75 to $6.25 per barrel

2009 winter-fill season on the U.S. East Coast off to a slow start due

to high asphalt replacement costs

This could bode well for 2010 as it is expected to further tighten

asphalt supply

Despite Lower Than Anticipated Asphalt Results in

2009, Still Expect a Solid Contribution

20

Expect improved results from our asphalt operations in 2010 as we expect a higher margin per barrel as demand should increase

slightly, aided by the stimulus package, and supply should continue to be tight, primarily due to low refinery utilization rates

Although

stimulus

fund

outlays

have

ramped

up

recently,

it

still

represents

only

a

small

percentage

of

the

total

apportioned

or, roughly

$4.2 billion of the $27.5 billion available for highway projects

Expect significantly higher stimulus fund outlays in 2010

Industry groups have recently stepped up their efforts to urge Congress to pass a multi-year highway funding bill instead of passing

further continuing resolutions

While Asphalt Supply Through September 2009 Continues to Remain Below

Historical

Averages,

Asphalt

Demand

has

been

Trending

Lower…

Asphalt

Margins still Better Than Historical Margins Even Before Coker Impact

Weak public and private road demand due to the poor economy and lower than expected stimulus funds have

caused asphalt demand to lag compared to last year

Asphalt demand through September 2009 was around 13% lower than 2008 and nearly 27% below the 5-year average

Impact should result in a deferral and not a cancellation of road work projects

Continue

to

expect

a

positive

impact

to

asphalt

demand

primarily

in

2010

and

2011

when

most

of

the

stimulus

spending is expected to occur and economic recovery supports private sector demand

Asphalt

margins

have

already

improved

compared

to

history

even

before

the

coker

story

fully

kicks

in

2011-2012

Two-year average for 2008 and 2009 of around $7.70 per barrel significantly higher than the $3.78 per barrel for the sever years

prior to when NuStar

owned the asphalt refineries

U.S. Asphalt Demand (000 barrels)

Source:  U.S. Energy Information Administration.  Data only available through August 2009

21

U.S. East Coast Product Margin ($ per barrel)

•

2000 to 2007 is prior to NuStar’s acquisition of the former CITGO Asphalt Refineries and is based on the estimated margin for that period. 

** Excludes impact from $61 million hedging loss incurred in 2008

Lower Asphalt Production and Imports Through                   

September 2009 Continue to Benefit Margins

U.S. refiners have cut crude oil runs to avoid driving weak

margins lower, resulting in reduced refinery production,

including asphalt

Narrow light-heavy crude oil spreads are causing complex

refiners to run less heavy crude oil and more light crude oil,

resulting in less bottom-of-the barrel production, including

asphalt

Asphalt production through September 2009 was nearly 7.5%

lower than 2008 and over 20% lower than the 4-year average

U.S. Asphalt Production (000 barrels)

U.S. Asphalt Imports (000 barrels)

Continued lack of asphalt imports is also contributing

to less asphalt supply

Asphalt imports through September 2009 were nearly

18% lower than 2008 and nearly 48% lower than the 5-

year average

Source of data for graphs:  U.S. Energy Information Administration.  Data only available through August 2009

22

5,000

10,000

15,000

20,000

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2006

2007

2008

2009

4-Year Avg.

0

1,000

2,000

3,000

Jan

Feb

Mar

Apr

May

June

July

Aug

Sept

Oct

Nov

Dec

2006

2007

2008

2009

5-Year Avg.

Announced U.S. Coker Projects:

Despite Some Delays/Cancellations, Long-Term Impact of

Coker Projects on Asphalt Supply Still Intact

Source:  PIRA Refinery Database; Company Information

Approximately 95% of the announced coker projects listed are either complete or have a high likelihood of completion (i.e.

firm projects)

Most of the coker capacity is still expected to come on-line starting next year and through 2013, which should contribute to

further tightening of asphalt supply

23

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

Marathon - Garyville, Louisiana

III

44.0

180.0

1Q 2010

Firm

13

Hunt - Tuscaloosa, Alabama

III

18.5

15.0

4Q 2010

Firm

14

Atofina Petrochemicals Inc.- Port Arthur, Texas

III

50.0

-

1Q 2011

Firm

15

ConocoPhillips - Wood River, Illinois

II

65.0

55.0

3Q 2011

Firm

16

BP - Whiting, Indiana

II

95.0

30.0

1Q 2012

Firm

17

Motiva - Port Arthur, Texas

III

95.0

325.0

1Q 2012

Firm

18

Marathon - Detroit, Michigan

II

28.0

13.0

2Q 2013

Probable

Total US Expansion

516.2

733.0

Expansions Completed through 2008

120.7

115.0

Firm Expansions 2009-2013

367.5

605.0

Probable Expansions 2009-2013

28.0

13.0

Majority of business derived from attractive set of fee-based storage and transportation assets that

support  U.S. energy infrastructure

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 are widely considered to be somewhat recession resistant

Investors

provided

optionality

on

the

performance

of

the

asphalt

operations

since

the

non-asphalt

distributable

cash

flows

are

expected

to

cover

all

of

the

distribution

for

the

period

NuStar

has

owned

the

asphalt refineries

Two-year contribution from the acquisition of the former CITGO asphalt refineries, excluding the hedging loss,

expected

to

be

in

the

range

of

$220

to

$235

million

–

far

superior

to

the

typical

MLP

acquisition

Coker thesis still intact

-

Asphalt operations expected to benefit from better-than-historic asphalt margins over the

long-term as supply continues to tighten and demand improves

Economic stimulus package expected to benefit U.S. asphalt demand primarily in 2010 and 2011

Strong balance sheet and investment grade rating

All

three

rating

agencies

recently

revised

their

outlook

on

NuStar

Energy

L.P.

to

stable

from

negative

Attractive yield with quarterly distributions that are largely tax deferred

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

internal growth opportunities

$500 million of attractive internal growth projects over the next two to three years with nearly $315 million              

budgeted for 2010

Most of new growth projects expected to be in the storage segment

Investment Highlights

24

Questions & Answers

Appendix

26

(Dollars in Thousands)

Reconciliation of Non-GAAP Financial

Information

27

The following is a reconciliation of income from continued operations to EBITDA and distributable cash flow:

2001

2002

2003

2004

2005

2006

2007

2008

Income from continuing operations

45,873

$            

55,143

$            

69,593

$            

78,418

$            

107,675

$          

149,906

$          

150,298

$          

254,018

$          

Plus interest expense, net

3,811

4,880

15,860

20,950

41,388

66,266

76,516

90,818

Plus income tax expense

-

395

-

-

4,713

5,861

11,448

11,006

Plus depreciation and amortization expense

13,390

16,440

26,267

33,149

64,895

100,266

114,293

135,709

EBITDA

63,074

76,858

111,720

132,517

218,671

322,299

352,555

491,551

Less equity earnings from joint ventures

3,179

3,188

2,416

1,344

2,319

5,882

6,833

8,030

Less interest expense, net

3,811

4,880

15,860

20,950

41,388

66,266

76,516

90,818

Less reliability capital expenditures

2,786

3,943

10,353

9,701

23,707

35,803

40,337

55,669

Less income tax expense

-

-

-

-

4,713

5,861

11,448

11,006

Plus mark-to-market impact on hedge transactions

-

-

-

-

-

-

3,131

(9,784)

Plus charges reimbursed by general partner

-

-

-

-

-

575

-

-

Plus distributions from joint ventures

2,874

3,590

2,803

1,373

4,657

5,141

544

2,835

Plus other non-cash items

-

-

-

-

2,672

-

-

-

Distributable cash flow

56,172

$            

68,437

$            

85,894

$            

101,895

$          

153,873

$          

214,203

$          

221,096

$          

319,079

$          

Note:  2005 and 2006 distributable cash flow and EBITDA are from continuing operations.

Year Ended December 31,

NuStar

Energy L.P. utilizes EBITDA, which is not defined in United States generally accepted accounting principles, as a financial measure because it is a widely

accepted financial indicator used by investors to compare partnership performance. In addition, management believes that this measure provides investors an enhanced

perspective of the operating performance of the partnership's assets and the cash that the business is generating. EBITDA is not

intended to represent cash flows for the

period, nor is it presented as an alternative to operating income. EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared

in accordance with United States generally accepted accounting principles.

28

(Dollars in Thousands)

Reconciliation of Non-GAAP Financial Information: 

Asphalt & Fuels Marketing

EBITDA

in

the

following

reconciliations

relate

to

our

operating

segments

or

a

portion

of

an

operating

segment.

For

purposes

of

segment

reporting

we

do

not

allocate

general

and

administrative

expenses

to

our

reported

operating

segments

because

those

expenses

relate

primarily

to

the

overall

management

at

the

entity

level.

Therefore,

EBITDA

reflected

in

the

following

reconciliations

excludes

any

allocation

of

general

and

administrative

expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure.

Asphalt Operations

Fuels Marketing

Operations

Asphalt and Fuels

Marketing Segment

Operating income

76,267

$                   

36,239

$                   

112,506

$                 

Plus depreciation and amortization expense

14,182

552

14,734

Plus hedging loss in 2Q08

60,704

-

60,704

Adjusted EBITDA

151,153

$                 

36,791

$                   

187,944

$                 

Asphalt Operations

Fuels Marketing

Operations

Asphalt and Fuels

Marketing Segment

Projected operating income range

$    51,000 -

$ 66,000

$    15,000 -

$ 20,000

$    66,000 -

$ 86,000

Plus projected depreciation and

amortization expense

19,000

-

19,000

Projected EBITDA range

$    70,000 -

$ 85,000

$    15,000 -

$ 20,000

$  85,000 -

$ 105,000

Combined two-year adjusted EBITDA range

from asphalt operations

$  221,153 -

$ 236,153

Asphalt Operations

Fuels Marketing

Operations

Asphalt and Fuels

Marketing Segment

Operating income

54,562

$                   

10,736

$                   

65,298

$                   

Plus depreciation and amortization expense

14,536

-

14,536

EBITDA

69,098

$                   

10,736

$                   

79,834

$                   

The following is a reconciliation of operating income to EBITDA for our asphalt operations and fuels marketing operations:

Nine Months Ended

September 30, 2009

The following is a reconciliation of operating income to adjusted EBITDA for our asphalt operations and fuels marketing

Twelve Months Ended

December 31, 2008

Projected Twelve Months Ended

December 31, 2009

29

(Dollars in Thousands)

Reconciliation of Non-GAAP Financial Information: 

Asphalt & Fuels Marketing (continued)

EBITDA

in

the

following

reconciliations

relate

to

our

operating

segments

or

a

portion

of

an

operating

segment.

For

purposes

of

segment

reporting

we

do

not

allocate

general

and

administrative

expenses

to

our

reported

operating

segments

because

those

expenses

relate

primarily

to

the

overall

management

at

the

entity

level.

Therefore,

EBITDA

reflected

in

the

following

reconciliations

excludes

any

allocation

of

general

and

administrative

expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure.

Twelve Months

Ended December

31, 2008

Nine Months Ended

September 30,2009

Asphalt operations operating income

76,267

$                    

54,562

$                    

  Plus depreciation and amortization associated with asphalt operations

14,182

14,536

Asphalt operations EBITDA

90,449

69,098

18,640

11,982

  Less interest expense

20,150

19,455

  Less income tax expense

-

476

  Less reliability capital expenditures

4,126

4,789

Asphalt operations distributable cash flow

47,533

$                    

32,396

$                    

  Plus hedging loss in 2Q08

60,704

-

Asphalt operations distributable cash flow excluding hedging loss

108,237

$                 

32,396

$                    

Distributable cash flow

319,079

$                 

279,292

$                 

  Less asphalt operations distributable cash flow

47,533

32,396

Non-asphalt operations distributable cash flow

271,546

$                 

246,896

$                 

  Less general & administrative expense

The following is a reconciliation of operating income to EBITDA and distributable cash flow for our asphalt operations:

Allocated to asphalt operations for distributable cash flow purposes

30

(Dollars in Thousands)

Reconciliation of Non-GAAP Financial Information: 

Storage

Projected incremental operating income range

$     25,500 -  30,500

Plus projected incremental depreciation and

amortization expense

4,500

Projected incremental EBITDA range

$     30,000 -  35,000

Projected incremental operating income range

$     13,500 -  17,500

Plus projected incremental depreciation and

amortization expense

4,500

Projected incremental EBITDA range

$     18,000 -  22,000

The

following

is

a

reconciliation

of

projected

incremental

operating

income

to

projected

incremental

EBITDA

for

the

year

ended

December

31,

2009

for

our storage segment:

The

following

is

a

reconciliation

of

projected

incremental

operating

income

to

projected

incremental

EBITDA

for

the

year

ended

December

31,

2010

for

our storage segment:

Storage Segment

Storage Segment

EBITDA in the following reconciliation relates to our operating segments or a portion of an operating segment. For purposes of segment reporting we do

not

allocate

general

and

administrative

expenses

to

our

reported

operating

segments

because

those

expenses

relate

primarily

to

the

overall

management at the entity level. Therefore, EBITDA reflected in the following reconciliations excludes any allocation of general and administrative

expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure.