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): October 27, 2010

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 Wednesday, October 27, 2010, senior management of NuStar Energy L.P. (the “Company”) will make a presentation (the “Presentation”) to analysts at the NuStar Analyst Day in Galveston, Texas at 9:15 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 Presentation will be available beginning at approximately 9:15 a.m. (Eastern Time) on October 27, 2010 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.

The exhibit to this report may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. 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 Company’s Annual Report on Form 10-K and other 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 October 27, 2010.

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: October 27, 2010	By:	/S/ AMY L. PERRY
		Amy L. Perry
		Vice President and Corporate Secretary

EXHIBIT INDEX

Number	Exhibit
99.1	Slides from presentation to be used on October 27, 2010.

EX-99.1

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,”

“targeting,”

“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 annual report on

Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and

Exchange

Commission

and

available

on

NuStar’s

website

at

www.nustarenergy.com.

2

Forward Looking Statements

Agenda

Topic

Presenter*

Page #

NuStar

Overview (15 minutes)

Curt Anastasio

4

Storage Segment Overview (15 minutes)

Danny Oliver

13

Transportation Segment Overview (10 minutes)

Danny Oliver

22

Asphalt  Industry  Outlook (5 minutes)

Mike Hoeltzel

28

Asphalt  & Fuels Marketing  Overview

(15 Minutes)

Paul Brattlof

32

Acquisition & Divestiture Opportunities

(10 minutes)

Mike Hoeltzel

39

Continuous Improvement & Operations

(5 minutes)

Rick Bluntzer

44

Finance Overview (5 minutes)

Steve Blank

49

Texas City Terminal Overview (15 minutes)

Kyle Oppliger

55

Closing Remarks

Curt Anastasio

67

Q&A

Break/Board Bus for Texas City Terminal

*

Bios

of

management

team

can

be

found

in

the

appendix

starting

on

page

68

3

UPDATE TIMES

NuStar Overview

NuStar Overview

Curt Anastasio

Curt Anastasio

CEO & President

CEO & President

4

When

we

created

the

2010

budget

in

the

Fall

of

2009,

we

knew

that

2010

would

be

a

“transitional”

year

because

our

decision

in

the

Fall

of

2008

to

cut

2009

growth

capex

meant

less

projects

coming

on-line

in

2010.

Nonetheless,

we

entered

2010

with

a

budget

that

assumed

improved

profitability

in

our

Asphalt

business

and

some incremental EBITDA from several internal growth projects.  Those  earnings improvements were

expected to be partially offset by reduced pipeline tariffs in the last half of 2010 and increased power costs

due to rising natural gas prices.

Through June 2010 actual earnings results exceeded budget targets due to better throughputs and power costs that were only

modestly higher

As we entered the 3rd quarter it became apparent that asphalt demand was substantially less than we had

anticipated.  As a result, earnings guidance for the last half of 2010 and the full year 2010 was reduced for

asphalt operations.  

Federal Stimulus spending in 2010 will be close to expected levels

Demand in the private sector, primarily residential and commercial real estate, is much lower than expected

In late August, NS started seeing stronger results in our Transportation and Asphalt & Fuels Marketing

businesses.

3rd quarter throughput on our refined products and ammonia pipelines were higher than anticipated

Revenue enhancement plans and cost control initiatives improved earnings in the Asphalt business

Tight asphalt supply in the Upper Midwest and Northeast due to heavy crude oil supply issues and improving crack spreads

also contributed to improved margins

Based on this improved outlook, we expect 2010 EBITDA for NS to be $20 to $40 million higher than 2009.

45

2010 EBITDA Expected to Exceed 2009 Results….

Stronger

than

Expected

Results

in

the

2nd

Half

of

the

Year

have

led

to

an

Improved Outlook for 2010

In May we closed on the acquisition of three storage terminals in Mobile County, Alabama.  By

December we expect to close the acquisition of a majority, operating interest in two terminals in

Mersin, Turkey.  Total purchase price for both acquisitions is ~$100 million.

Ten internal growth projects totaling an investment of approximately $135 million, which are

expected to generate an additional $35-$40 million of annual EBITDA  going forward, will be

completed this year.  Larger EBITDA projects (St. Eustatius project and Texas City project) will not be

on-line until 4

th

Quarter of 2010.

Accessed

the

Capital

markets

twice

during

the

year

to

improve

our

balance

sheet

and

increase

our

revolver availability

Issued $240 million of equity in May.  Proceeds were used to finance the May terminal acquisition and to improve

our balance sheet by paying off a portion of the borrowings outstanding under our revolver.

Issued $450 million of Senior Notes in August with a coupon of 4.8%.  Proceeds were used to pay down a significant

portion of our revolver.

Continued to maintain an outstanding safety record and obtain results far superior to our industry

peers.

Obtained VPP Star Site status in our Central West Region South.

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

56

During 2010 NuStar

has grown through Acquisitions and Internal Growth

Projects…Improved the Condition of our Balance Sheet…Continued to

Receive Recognition for Outstanding Safety Results and being a Great

Place to Work

EBITDA ($ in Millions)

7

Weaker than expected asphalt and fuels marketing results caused 2009 EBITDA to drop.

2010 EBITDA expected to exceed 2009 levels by $20 to $40 million.

All of our segments should perform better than last year.

2011 EBITDA projected to be higher than 2010.

Internal growth projects in storage segment alone should increase 2011 EBITDA by $30 to $40 million

EBITDA Expected to restart growth trend 

in 2010 and continue into 2011

2002

2003

2004

2005

2006

2007

2008

2009

$77

$112

$133

$219

$322

$353

$492

$461

Majority of 2011 Internal Growth Capital

Will to be spent in the Storage Segment

8

2011

Total

CAPEX

CAPEX

Asphalt

&

Fuels

Marketing

Paulsboro Alternative Crude  Project

$11

$11

Storage:

St. James Crude Oil Expansion-Phase 1

$88

$120

St. James Crude Oil Expansion-Phase 2

$23

$129

St. Eustatius Tank Expansion & Conversion for Diesel Storage$27

$45

Jacksonville Terminal Expansion

$10

$25

Turkey Terminal Expansions (Giresun

& Mersin)

$20

$20

Denver Terminal Expansion

$11

$13

Transportation

Pettus

South Eagle Ford Crude

$5

$8

Corporate

New Office Building

$54

$95

Major Projects >$5 Million:

Annual Internal Growth Spending By Business Segment

(Dollars in Millions)

$146

$222

$325

$164

$22

$4

2001

2002

2003

2004

2005

2006

2007

2008

2009

$2.40

$2.75

$2.95

$3.20

$3.365

$3.60

$3.835

$4.085

$4.245

*

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

9

NS

increased

the

3

rd

quarter

2010

distribution

to

$1.075

per

unit

2010

distribution

will

total

$4.28

per

unit

if

$1.075

per

unit

distribution

held

flat

in

4

th

quarter

Distributions have been increased every year since in 2001

NS Distribution increased at a 7.4% CAGR since IPO

2006

2007

2008

2009

$1.28

$1.38

$1.58

$1.73

*

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

**

10

NSH

Distribution

increased

at

a

10.6%

CAGR

since

IPO

NSH

increased

the

3

rd

quarter

2010

distribution

to

$0.48

per

unit

2010

distribution

will

total

$1.87

per

unit

if

$0.48

per

unit

distribution

held

flat

in

4

th

quarter.  Total 2010 distribution ~8% higher than total 2009 distribution.

2010 distribution increases driven mostly by higher general partner distributions and higher

incentive distribution rights paid to general partner as a result of NS November 2009 and May

2010 equity offerings

Safety and Environmental Performance in 2010

Continues to Exceed Industry Benchmarks

NuStar

Injury Incident Frequency Rates

*Through September 2010

11

*

NuStar

2010 Safety and Environmental Awards

Independent

Liquid Terminals

Association

Safety Excellence

Award

NPRA Distinguished

Safety Award

Savannah Refinery

Perfect Record   

Award -

National

Safety Council

Million Hours             

Award -

National

Safety Council

Safety Leadership

Award -

National

Safety Council

Occupational

Excellence Award-

National Safety

Council

Texas General Land

Office-2009 Oil Spill

Prevention &

Response Program

Award

Industry Benchmarks

1.49

1.36

0.76

0.31

0.72

0.14

0.19

0.15

0.00

0.07

2006

2007

2008

2009

2010

TRIR

LTIR

TRIR

2006

2007

2008

Refineries

1.4

1.6

1.1

Pipelines

2.2

2.0

1.6

Terminals

5.6

5.8

6.4

LTIR

2006

2007

2008

Refineries

0.5

0.3

0.2

Pipelines

0.6

0.5

0.5

Terminals

1.1

1.7

1.8

    TRIR – Total Recordable Incidents Rate    LTIR – Lost Time Incidents Rate

Recognized for our significant growth over the past

few years

Ranked No. 1 among large companies for growth, Fast

Track Awards, San Antonio Business Journal

Placed 2

nd

among

the Top 50 Fastest Growing Energy

Companies in the World, Platts

Earned recognition on a national, state and local level

for being a great place to work

Recently named #1 large employer in San Antonio

Strengthened organization by adding key

management team members and reorganizing a

couple of departments

Improved service to internal customers  through changes in

the IS and HR departments

Positioned organization so it’s better able to evaluate,

acquire and integrate new assets

Expanded

training

programs

to

improve

employees’

skills

and develop managers’

leadership abilities

NuStar

Continues to be a World-Class Organization

Earned a reputation as a great corporate citizen in

all of our communities in just three years

Set new records for charitable giving and volunteerism to

the United Way, Haven for Hope and countless charities

in our communities

12

Storage Segment Overview

Storage Segment Overview

Danny Oliver

Danny Oliver

Senior VP –

Senior VP –

Marketing & Business

Marketing & Business

Development

Development

13

2010 Storage Segment Results Should be Improved over 2009..

2011 EBITDA Expected to be Higher than

2010 due to Benefits from Internal Growth Program

14

Storage Segment EBITDA

(in Millions)

2010 Summary

Results should be $14-$18 million higher than 2009.

Storage tank renewals and escalations increased revenues significantly during the year.

Two acquisitions should be closed during the year. (Mobile, AL. and Mersin, Turkey)

St. Eustatius terminal reconfiguration project and Texas City Strategic Ike project to be completed in

Dec. 2010.

2011 Outlook

Demand for storage should remain strong

Internal growth projects should increase EBITDA by $30 to $40 million

St. James storage expansion project to be completed in August 2011 through January 2012.

Full year of EBITDA from  two acquisitions, St. Eustatius and Texas City 2010 projects.

2006

2007

2008

2009

$162

$177

$208

$242

Demand for Storage Continues to be strong…

33% of Existing customer storage leases have remaining lives

of three years or more

15

Storage Contract Renewals (% of Revenues)

NuStar continues to enter into storage agreements with large credit worthy customers

Current customers and potential new customers continue to approach us about

constructing new tankage at several of our terminal locations.

Storage rate increases not expected to be as large in 2011 as the rate increases we saw

in 2010.

< 1 Year

1 to 3 Years

3 to 5 Years

> 5 Years

28%

39%

21%

12%

16

Plan to continue to optimize and grow

our existing storage asset base

St. James, LA. Terminal Expansion

St.

Eustatius

Terminal

Expansion

Denver Terminal Expansion

Jacksonville

Terminal

Expansion

Five internal growth storage projects costing from $10 million to $130

million per project will be completed in 2011 through 2013

17

Phase 1 -

Third Party Crude Oil Storage

Construct 3.1 million barrels of crude oil storage for trading companies

Projected CAPEX of $110 to $130 million, with average annual EBITDA of $15 to $25

million

Expected in-service August 2011 through January 2012

Phase 2 -

Third Party Crude Oil Storage

Project in early planning stages

Should be similar in size to Phase 1 project

Could grow in size based on customer demand

Expected in-service in 2013

St. James, Louisiana terminal expansion

will occur in two phases

18

Conversion Project

Convert 600,000 barrels of storage from fuel oil to distillate service to capture

higher storage fees

Expansion Project

Construct 900,000 barrels of new storage for distillate service

Interested customers include several national oil companies

Combined conversion and expansion projected CAPEX of $40 to $50 million, with

average annual EBITDA of $5 to $10 million

Expected in-service by February 2012 (Conversion Project) and September 2012

(Expansion Project)

St. Eustatius project will convert existing tanks and

construct new tanks for distillate service

19

Jacksonville Storage Expansion

Construct 500,000 barrels of clean products storage to support

a major refiner’s expansion

Projected CAPEX of $20 to $30 million, with average annual

EBITDA of $5 to 10 million

Expected in-service by March 2012

Denver Terminal Expansion

Construct a new truck loading rack to serve a Denver refiner’s

refined product output and attract incremental volumes from

other new customers

Projected CAPEX of $10 to $15 million, with average annual

EBITDA of $1 to $5 million

Expected in-service by January 2012

Jacksonville expansion constructs new tankage

…Denver expansion constructs new loading rack

20

Linden Fuel Oil Conversion (Joint Venture Terminal)

Convert two, 320,000 barrel tanks currently in fuel oil service to clean light

products service to capture higher storage fees and reduce anticipated

maintenance capital and operating expenses

Projected CAPEX $1 to $5 million, with average annual EBITDA of $1 to $3 million

EBITDA will be included in equity in earnings of the Joint Venture

Expected in-service by February 2011

Selby Truck Rack Expansion

Add an additional loading position to the existing loading rack to support additional

light clean products and ethanol throughput

Projected CAPEX $2 to $5 million, with average annual EBITDA of $3 to $5 million

Expected in-service by June 2011

South Texas Valley System Ethanol

Convert Edinburg and Harlingen Terminals to ethanol blending, and create a Rio

Grande Valley ethanol distribution Hub at Harlingen Terminal

Projected CAPEX $4 to $8 million, with average annual EBITDA of $2 to $4 million

Expected in-service by July 2011

Additional projects with spend of less than $10

million planned…should be in service by end of 2011

21

Texas City, TX Expansion

Additional St. Eustatius Expansion Project

Linden, NJ Terminal Expansion

Selby, CA Terminal Expansion

Portland, OR Terminal Expansion

Numerous storage projects being evaluated…

several could be approved in 2011

Transportation Segment Overview

Transportation Segment Overview

Danny Oliver

Danny Oliver

Senior VP –

Senior VP –

Marketing & Business

Marketing & Business

Development

Development

22

2006

2007

2008

2009

$170

$176

$186

$190

2010

Transportation

Segment

Results

Should

be

Improved

over

2009..

2011 EBITDA Expected to be slightly less than 2010

23

Transportation Segment EBITDA

(in Millions)

2010 Summary

Results $5-$10 million higher than 2009.

Throughputs higher than 2009.  Improving economy and customer turnaround delayed into

2011.

July 1, 2010 tariff decrease 1.3%.  Tariffs were 7.6% higher than 2009 for the first half of 2010.

2011 Outlook

$1-$5 million of additional EBITDA from internal growth projects.  Recently announced Eagle

Ford  shale crude project to be completed in mid-2011.

Revised FERC Escalator in place July 1, 2011.  Tariffs budgeted up 4.5%. (Assumed 1.3% FERC

Escalator)

Throughputs budgeted down 1.6%.

Segment EBITDA down slightly in 2011.

24

Transportation Segment Assets in close

proximity to key Shale Formations

Shale Development Strategy

There

are

four

key

shale

developments

located

in

NuStar’s

Mid-Continent

and

Gulf

Coast

regions, including the Bakken, Niobrara, Barnett, and Eagle Ford developments

Our strategy is to optimize and grow the existing asset base, and maximize the value of the

assets located in or near shale developments

25

Companies agreed to a pipeline connection and capacity lease agreement

Allows NuStar to reactivate a 60 mile pipeline that has been idle since

November 2005

Project connects our existing Pettus, Texas to Corpus Christi pipeline

segment to Koch’s existing pipeline

Initial capacity agreement for 30MBPD, could grow to 50MBPD

Project cost $5 to $10 million, with a guaranteed return

Expected in-service date mid-2011

Recently announced agreement with Koch Pipeline

first NuStar project in Eagle Ford Shale

26

NuStar has other South Texas transportation and storage assets that could

serve to provide pipeline, storage, and marine facilities for Eagle Ford

production

To maximize the value of the assets located in the Eagle Ford Shale region,

NuStar is currently engaged in discussions with other companies to develop

logistics solutions that would create value higher than is currently being

captured

Could see additional deals closed in 2011 around the Eagle Ford Shale

Pursuing additional projects in the Eagle Ford Shale

27

Clawson to McKee Pipeline Expansion planned for 2011

Increase capacity of the Clawson to McKee crude oil pipeline by 6,000 barrels per

day to deliver additional regional crude oil production to customer’s McKee

refinery

Projected CAPEX of $1 to $3 million, with average annual EBITDA of almost $ 1

million

Expected in-service by July 2011

Projects being evaluated:

San Antonio, TX  Expansion

Southlake System Service Conversion

Colorado crude gathering, and Southlake and Ardmore crude delivery systems

Bakken Shale Propane to North System Terminals

Additional projects planned or being evaluated in

the Transportation Segment

Asphalt Industry Outlook

Asphalt Industry Outlook

Mike Hoeltzel

Mike Hoeltzel

Senior VP –

Senior VP –

Corporate Development

Corporate Development

28

29

U.S. Asphalt Supply Outlook Continues to be

Shaped by New Cokers

During 2011-2013

Lower Coker utilization rates have been positive for asphalt margins

In the 2003-2006 “Golden Age of Refining,”

heavy crude supply exceeded the ability of

Cokers

to convert to light products

During this period, asphalt sold at a slight premium to its fuel

oil blending value –

well below Coker yield values

Starting

in

2007,

new

Cokers

combined

with

declining

heavy

crude

(primarily

Mexican

Maya) resulted in sparing of less efficient Cokers

U.S. Coker utilization dropped from 83% in 2006 to recent 72% level (August 2009 through July 2010)

Despite

asphalt

demand

destruction,

asphalt

prices

have

averaged

30-40%

of

Coker

yield

values

vs.

fuel

oil

blending value

A significant volume of current PADD 2 asphalt production will be consumed by

new  Cokers

at Wood River, Whiting and Detroit by late 2012

Midwest region will transition from a net exporter to a net importer from adjacent

regions

Imports from East Coast and Gulf Coast areas represent the logical supply sources to make up this shortfall

Existing

NuStar

refineries

can

cover

a

portion

of

this

shortfall

2010 NuStar

crude runs are 58,000 bpd vs. nameplate capacity of 104,000 bpd

Remaining shortfall satisfied from various sources:

New or restarted on-purpose asphalt refineries

Imports from Caribbean, European or Canadian refiners that can redirect production

from fuel oil

Further sparing of Coker capacity, diverting heavy crude to asphalt production in fuels

refineries

Shortfall expected to drive asphalt margins toward Coker yield values

Start-up Dates for most of the Coker Projects

have not changed significantly

30

Announced Capacity MBPD

No.

Refinery

PADD

Coker

Crude

Start Up

Status

Previous Time-line

1

Cenex -

Laurel, Montana

IV

15.0

-

1Q 2008

Complete

2

Frontier -

El Dorado, Kansas

II

3.0

11.0

2Q 2008

Complete

3

Tesoro -

Martinez, CA

V

4.4

-

2Q 2008

Complete

4

ConocoPhillips -

LA, CA

V

5.0

-

4Q 2008

Complete

5

Marathon -

Garyville, Louisiana

III

44.0

180.0

1Q 2010

Complete

Previous 4Q2009

6

Hunt -

Tuscaloosa, Alabama

III

18.5

15.0

4Q 2010

Firm

Previous 3Q2010

7

ConocoP -

Wood River, IL

II

65.0

55.0

2Q 2011

Firm

Previous 1Q011

8

Atofina -

Port Arthur, Texas

III

50.0

-

1Q 2011

Firm

9

BP -

Whiting, Indiana

II

95.0

30.0

1Q 2012

Firm

10

Motiva -

Port Arthur, Texas

III

95.0

325.0

3Q 2012

Firm

Previous 4Q 2010

11

Marathon -

Detroit, Michigan

II

28.0

13.0

2012 2nd Half

Firm

Total US Expansion

422.9

629.0

Expansions through 2009

27.4

11.0

Firm Expansions 2010-2013

395.5

618.0

Highlighted facilities with asphalt production capabilities

31

Asphalt Business Environment is Challenging in

2011 Before Significantly Improving in 2012+

2011 Outlook

Early year asphalt supply/demand balance will mirror 2010 as demand remains depressed and

fuels refinery throughputs and asphalt production are on par with 2010

Expect slight uptick in asphalt demand, particularly related to residential construction as

housing starts begin to recover from the recession

Tightening of supply/demand balance is expected; mid-year start up of Conoco Wood River

Coker can provide an opportunity for improved asphalt margins late in year

Export opportunities will be comparable to 2010 with primary focus on stable demand in

Caribbean and South American markets

2012 Outlook

Asphalt supply/demand balance will tighten further as demand recovers and fuels refinery

asphalt production shrinks with full year impact of Conoco Wood River Coker

Additional

reduction

in

asphalt

supply

is

expected

with

start

up

of

BP

Whiting

and

Marathon

Detroit  Cokers

Wholesale asphalt pricing is expected to achieve a higher percentage of Coker yield value

Export opportunities are expected to improve with tightening global supply/demand balance

New asphalt suppliers are expected to be positioning to enter market

2013-2015 Outlook

Asphalt supply will continue to tighten as demand recovers with U.S. economic recovery and

continued moderate growth in private residential asphalt demand market

Fuels

refinery

asphalt

production

will

reflect

full

year

impacts

of

BP

Whiting

and

Marathon

Detroit Coker projects

Although wholesale asphalt pricing should continue to achieve a high percentage of Coker yield

value, this may taper off with increased Western Canadian heavy crude production

Expect new asphalt suppliers to enter market

Asphalt & Fuels Marketing Overview

Asphalt & Fuels Marketing Overview

Paul Brattlof

Paul Brattlof

Senior VP –

Senior VP –

Supply & Trading

Supply & Trading

32

$3.78

$8.78

$6.37

Improved Earnings in Bunkering, Heavy Fuel, Product and Crude

Trading Businesses Should Improve Segment in 2010…Segment

Should See Slightly Improved Results in 2011

Asphalt & Fuels Marketing

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

33

2009

Actual

2008

Actual

2000-2007

Average

2010 Summary

Asphalt results expected to be  comparable to 2009. 

Due to weak demand in the residential and commercial real estate markets,  private sector industry asphalt demand was

down substantially in 2010

Higher refinery margins increased refinery utilization rates higher than expected, causing VTB and asphalt supply to

increase during the year.

During the 3  

quarter,  pipeline disruptions of Canadian crude reduced heavy crude runs in the Northeast reducing

asphalt supply.

However, the Fuels Marketing portion of segment will be $25 to $35 million higher than 2009.

Increased Bunker Marketing earnings are due to the consistent activity at St. Eustatius and higher sales volumes  and

increased margins from our Texas City facility.

Fuel Oil Trading business also at Texas City, expected to contribute to year over year increase by blending supply for

Bunker Marketing group  

2011 Outlook

Tighter Asphalt supply in the last half of 2011, due to Conoco Wood River coker

coming on-line, should cause asphalt

operations EBITDA to be improved. 

Other operations in this segment should realize comparable results to 2010.

EBITDA (MM$)

2006

2007

2008

2009

$27

$22

$37

$10

$90

$70

Asphalt

Fuels Marketing

$127

$80

rd

34

Supply Initiatives:  Address Crude Availability/Price

and Asphalt Supply Cost

Working to Diversify our Crude Slate from Dependence on Venezuelan

crudes

Current PDV contract ends in the first quarter of 2015

We

are

in

the

process

of

negotiating

a

contract

to

secure

future

volume

of

heavy

asphaltic crude from non-Venezuelan source

Mid-Continent and Gulf Coast Asphalt Marketing dependent on purchases of

finished asphalt and asphalt component blending

Strategy is to negotiate asphalt off-take agreement with regional suppliers to reduce

supply cost and assure availability

35

Product Initiatives:  Develop Alliances with Emulsion Customers and

Specialty Product Suppliers to Increase Maintenance Product Sales

NuStar product mix is historically weighted with Hot Mix Asphalt

products (new construction) versus Emulsion products (maintenance)

Downturn in Private/Commercial markets relative to Public Spending since

2005 has resulted in lower hot mix sales relative to maintenance

products

Private and Commercial paving markets are primarily hot mix asphalt

Public Highway spending is shifting toward maintenance products

We are developing alliances to increase our sales of Emulsions and

specialty maintenance products

Recent alliance with Road Science (RS) is a major step towards increasing

sales of specialty maintenance products

Initiatives active to increase sales with regional emulsion and maintenance

customers in all market areas

Heavy Oil Trading –

Texas City Rail Blending

Hub has become dependable outlet for Midwest Refiners

Market Update

In our first year of operation at Texas City,

the Domestic Heavy Oil Gathering Strategy

is on pace to meet 2010 goals even in the

current challenging margin environment

We started slow as refinery utilization rates

in 4Q09 and 1Q10 averaged 81.4% keeping

VTB

supply

tight.

The 2Q10 and 3Q10 utilization rates were

over 87% increasing VTB supply and

margins, full year 2011 rates are projected

to be over 86%

Currently buying product from 20 out of 34

identified refiners in the Midwest and

Rockies, becoming a reliable and

dependable outlet for their production

Most of the Heavy Oil bought is blended

into Bunker Fuel and sold internally to our

Bunker Marketing Group at Texas City; the

remainder is sold into the Houston area

spot market

36

Source:

Energy

Information

Administration

Market Update

Currently selling 1,300 m bbls

per month of

bunkers from 4 locations:

St. Eustatius

800 m bbls

per month  plus 180 m

bbls

per month Bulk

Pt. Tupper

80 m bbls

per month

Texas City

350 m bbls

per month

Los Angeles

150 m bbls

per month

On July 1

st

new 1% Low Sulfur was required for

all Sulfur Emission Control Areas (SECA)  mainly

in areas around Europe and in U.S. waters

We

are

seeing

incremental

demand

in

St.Eustatius

and

Texas City where we can make both High and Low

Sulfur grades available

Overall demand is up 3% over last year but

showing up mainly at the larger ports

Small ports are still seeing less traffic

Bunker Marketing –

2010 Looks to be

2

nd

Best Year Ever

St.

Eustatius

Texas

City

Pt

Tupper

Los

Angeles

37

Crude Trading –

Continue Expansion of Manifest

Rail Gathering System at St. James

Market Update

St. James is a Hub Terminal located in the

center of the Gulf Coast domestic crude

trading and blending market

Since beginning Bakken Crude Oil rail

gathering operations at St. James in May:

Through August, sold 4,000 barrels per day of

Bakken

Beginning in September, we will upgrade

Heavy Louisiana Sweet (HLS) by blending

with Bakken and sell as Light Louisiana

Sweet (LLS)

38

Acquisition and Divestiture Opportunities

Acquisition and Divestiture Opportunities

Mike Hoeltzel

Mike Hoeltzel

Senior VP –

Senior VP –

Corporate Development

Corporate Development

39

40

Upon Projected November Closing, Acquired Assets in Turkey

Provide Platform for Internal Growth

Turkey Geopolitical Highlights

Major constitutional referendum was

approved September 12, 2010

Further shifts Turkey to a western-style democratic

system

Turkey’s military’s empowerment weakened

Potential now for full rewrite of current

constitution in 2011

Recognized candidate for full EU membership

in 1999

Began process for admission into the EU in 2005

Expectation is full EU member status by 2015

NATO member and strong U.S. ally

Projected 6% to 7% GDP growth per annum

Joint Venture (JV) Overview

NuStar entered into a $50-$60 million

JV agreement with S-Oil and Aves Oil,

two Turkish companies

The JV will own 100% of two terminals

in Mersin and land in Giresun and

Ceyhan

NuStar will own 75% of the JV and will

operate the terminals

Both terminals connect via pipeline to

an offshore platform (SAVKA) 5 km off

the Turkish coastline

The JV will own 67% of SAVKA

Growth Opportunities

Expansion project under development at Mersin

Expands existing storage by about 70 percent

Potential to tie into NATO Pipeline

Provides access to markets for military fuels

New terminal at Giresun

37 acre site with access to Black Sea ports

200,000 barrel fuel oil terminal under development

Second phase build-out to 1.9 million barrels under

evaluation

New terminal at Ceyhan

Ceyhan is the destination for pipelines delivering

crude from northern Iraq and the Caspian area to the

Mediterranean

173 acre property is well-suited for building up to 6.3

million barrels of storage and marine jetty

41

Adjacent oil terminals in Mersin, Turkey

(100% owned by the JV)

One terminal built in 2003, other completed this

year

Combined sites of approximately 26 acres

1.35 million barrels of storage

Five pipelines to SAVKA docks

Each terminal has truck racks to serve local light

products market

SAVKA (67% owned by JV)

Fixed platform 5 km off the coast of Turkey

Can handle up to two Aframax size vessels

(80,000 dwt each) simultaneously

Maximum draft of 12.8 meters (39 feet)

Started operations in April 2010

Acquisition includes Two Terminals

in Mersin, Turkey

42

Ongoing Acquisition Strategy to Focus on

Large Fee-Based Acquisitions

Our primary targets are fee-based acquisitions to add immediate accretion to

distributable cash flow with minimum margin volatility

Domestic opportunities include pipeline and storage assets that are synergistic

with current assets

We continue to evaluate international expansion in hub storage locations

Primary target is Amsterdam-Rotterdam-Antwerp (“ARA”) region

Acquisition in Turkey provides synergies for further expansion in Mediterranean and

Middle East

We are looking at expanding Caribbean presence in locations in shipping lanes that are

expanding by changing trade flows

Increasing crude oil production from Brazil may provide storage and bunkering opportunities

Increased bunker demand from expansion of Panama Canal

Continuous Improvement in Operations

Continuous Improvement in Operations

Rick Bluntzer

Rick Bluntzer

Senior VP –

Senior VP –

Operations

Operations

43

44

Operational Improvement & Stewardship

Safety and Environmental

Attained OSHA’s Voluntary Protection Program (VPP) Star Status for the Central

West Region

Additional VPP compliance audits scheduled throughout 2011 in each region and the

Paulsboro Refinery

Continue Process Safety Management (PSM) implementation system wide

Improve our overall emergency response and incident command capabilities

Implement

“Safety

Behavioral

Awareness”

training

programs

Ensure operating and environmental permit compliance through audit programs

Continue refinement of our pipeline and tank integrity management program

Continue spill prevention and mitigation programs

45

Operations Stewardship & Continuous Improvement

Reliability

Continue to identify and improve on equipment bad actors program

Progression of the IMP program; third generation tool runs, allows for better

integrity analysis and development of a proactive improvement plan

Adhere to API 650 and 653 guidelines and inspection plan

Evaluate current Preventive Maintenance Program to ensure schedule

compliance and effectiveness

Improve cathodic protection with equipment upgrades, enhanced monitoring

program and frequencies

Enhanced Pipeline Leak Detection project for Control Center in progress

Implement full Distributed Controls Systems (DCS) at both refineries; optimize

margins and energy efficiency and improves operational reliability and

troubleshooting

46

Transportation

Continuous Improvement & EBITDA Initiatives

Crude Oil Transportation

2010

spot

freight

market

rates

increased

slightly,

but

continued

to

be

favorable

for

charters

Average 2010 base freight rate = $1.85/bbl vs. 2009 average of $1.46/bbl

Time charter update

Time charter rates have remained at the low levels reached in late 2009 with minimal activity

2010

fleet

strategy

was

to

monitor

and

potentially

charter

one

Panamax

and

one

Aframax

vessel

2011 strategy will be modified to fit changing long term crude sourcing

Reduce fleet size,  if new crude contracts are set up to purchase on delivered basis

Potential

to

look

at

specialized

vessel(s)

to

meet

current

port

restrictions

Will continue to monitor spot vs. time charter rates

Over the long term time charters have opportunity for significant annual freight cost savings ($1.25 million)

Current spot and time charter rates at 10 year lows

Time charter rates are currently in excess of spot rate charter rate by $5,000-$10,000/day

Freight market expected to improve with increase oil demand in 2011

Strategy to lock in longer rate due to multi year lows and achieve maximum upside benefit

47

Demurrage

Maintain focus on rebillable demurrage

Continued biannual meetings to settle claims

Implement demurrage reduction projects at Texas City for intermediates

Work with Texas City Operations and Supply and Marketing to identify issues

Explore options for loading bunker barges on less used berths

Back cast performance of Paulsboro demurrage reduction project after construction

completion

Continue integration of rail car fleet across commercial department business lines

Expand and develop fleet requirements for existing new commercial trade flows

Texas City Fuel Oil Blending

St. James Crude Oil blending to include unit train operations

Continue to bring on younger/more efficient cars into the fleet on East Coast

Transportation

Continuous Improvement & EBITDA Initiatives

Finance Overview

Finance Overview

Steve Blank

Steve Blank

Senior VP –

Senior VP –

CFO & Treasurer

CFO & Treasurer

48

Since November of 2009 NuStar

has issued $529 million of equity

$289

million

in

November

2009

and

$240

million

in

May

2010

Proceeds were used to pay off borrowings under the Revolver and fund terminal acquisitions

Issued $450 million of Senior Notes in August 2010

Notes issued at a 4.8% coupon

Proceeds used to pay off borrowings under the Revolver

Notes swapped to floating to maintain 50/50 fixed to floating rate debt structure

To

date

swaps

have

also

minimized

negative

carry

associated

with

bonds

by

approximately

2.5%

Entered

into

$500

million

of

forward

starting

interest

rate

swaps

in

3

rd

Qtr.

2010

Swaps relate to approximately 60% of our 2012 and 2013 senior note maturities

Locked

in

3.34%

average

10

year

treasury

rates

for

2012

and

2013

maturities

Issued $150 million of Go Zone Bonds during 2010

Bonds are tax-exempt Municipal bonds issued by St. James Parish Louisiana

Proceeds will be used to finance a portion of the St. James storage expansion project

NuStar

took Advantage of the Open Equity Capital Markets

and the Strong Bond Market in late 2009 and 2010

49

50

9/30/10 Revolver Availability

NuStar

Revolver Availability has increased due to

Equity

Issuances

and

Senior

Note

Issuance

-

Credit

Ratings

and

Metrics have Improved as a Result

Total Bank Credit

$1,210

Less:

Borrowings

(138)

Letters of Credit

Go Zone Financing

(157)

Other

(10)

Revolver Availability

$905

Standard

&

Poor’s:

BBB-

(Stable

Outlook)

Moody’s:

Baa3

(Stable

Outlook)

Fitch: BBB-

(Stable Outlook)

Debt/EBITDA (9/30/10): 4.6x

Debt/Capitalization (9/30/10): 42.5%

Credit Ratings/Metrics

(Dollars in Millions)

5.0x Revolver Debt/EBITDA covenant limits true Revolver availability to  ~$200

million at 9/30/10

All

three

Rating

Agencies

upgraded

NuStar

to

Stable

Outlook

from

Negative

Outlook

during 2010

$1.2 billion Credit Facility

$138

NuStar

Logistics Notes (4.80%)

452

NuStar

Logistics Notes (7.65%)

349

NuStar

Logistics Notes (6.875%)

104

NuStar

Logistics Notes (6.05%)

239

NuStar

Pipeline Notes(5.875%)

256

NuStar

Pipeline Notes (7.75%)

261

Other Debt

192

Total Debt

$1,991

(Dollars in Millions)

No Significant Debt Maturities Until 2012

2010

$0.8

2011

$0.8

2012

$536*

2013

$496

2014

$0

Thereafter

$957

*  Primarily includes maturity of $138 million revolver balance

and $366 million of senior notes

9/30/10 Debt Structure

9/30/10 Debt Structure Maturities

51

No significant debt maturities until 2012 at which time the revolver and some senior notes

become due

New Credit Revolver terms and pricing seem to be improving as economy improves

Current plan is to hold off closing on a new Revolver until 2012

52

All Three Segments see EBITDA growth in

2010….Total NuStar

EBITDA should be higher in

2011

EBITDA Guidance Summary

Transportation

up

$5

to

$10

million

in

2010.

Down

slightly

in

2011.

Storage up $14 to $18 million in 2010.  Internal growth projects should add $30 to

$40 million to 2011 EBITDA.

Asphalt & Fuels Marketing

Asphalt Refining & Marketing operations for 2010 comparable to 2009.  2011

results should be slightly higher than 2010

Fuels

Marketing

2010

results

should

be

$25

to

$35

million

higher

than

2009. 

2011 results comparable to 2010

2010 NuStar

EBITDA projected to be in the $480 to $500 million range.  2011

EBITDA higher, mostly driven by storage internal growth projects.

53

Large internal growth program continues …

NS distribution increase should be higher in 2011

Capital Spending Summary

Reliability capital spending should be $50 to $55 million in 2010 and 2011.

Strategic capital spending should be $215 to $225 million in 2010 and $320 to

$330 million in 2011.

NS Distribution Growth for 2011 should be higher than 2010

No

plans

to

issue

equity

or

any

additional

debt

in

the

remainder

of

2010

and

2011

Plans could change if NuStar

closes on a large acquisition.

Texas City Terminal Overview

Texas City Terminal Overview

Kyle Oppliger

Kyle Oppliger

Vice President &General Manager

Vice President &General Manager

–

–

Gulf Region

Gulf Region

54

55

Texas City, TX. Terminal then…

July 1, 2005

Tanks

128

tanks

Capacity: 2,003,000 barrels

Employees           55 employees

Utilization Rate    98%

Size Range           1,000 to 112,000 barrels

Products                Chemicals & Petroleum

Modes

Served

Vessel,

Barge,

Pipeline,

Rail,

Truck

-

3 Ship/Barge Docks (2 have

vessel capacity)

-

78 Rail Load/Unload Spots

-

53 Truck Load/Unload spots

Rail/Spur Data      Over 3,000 feet of private and leased

track served by the Texas City

Terminal Railway, Burlington Northern

Santa Fe and Union Pacific

56

NuStar’s

Vision and Strategy

Transform the asset into the premier USGC black oil hub location

Black Oil Hub Strategy

Integrate NuStar

marketing, supply and trading into landscape

Fuel Oil Trading Plan

Demonstrate excellence in safety and environmental performance,

operations, customer service and community involvement

With a solid strategy and NuStar’s

proven record of success,

we went to work!

Vision and Strategy for Texas City Terminal

57

Commitment and Focus on Safety

NuStar

Culture –

Employees are #1 Asset!

Process Safety Management (PSM)

Best-

in-Class safety equipment & tools

Improved Safety Performance

Pre-merger Lost Time Injury Rate = 57

Current Lost Time Injury Rate = 0

3 years without a lost time injury (Oct 6

th

)

Improved Environmental Performance

Reportable spills –

Zero in 2009, 2 in 2010

Compliance calendar and audits

Modern tank integrity program –

API 653 driven

Equipment upgrades and preventive maintenance programs

Implemented NuStar

Culture…Improved

Safety & Environmental Performance

PSM Elements:

1.Employee participation

2.Hazard analysis

3.Training

4.Pre-start safety review

5.Permit to Work

6.Incident investigation

7.Compliance audits

8.Process safety info

9.Operating procedures

10.Contractor control

11.Mechanical integrity

12.Management of change

13.Emergency planning and

response

14.Trade secrets

58

Improved Customer Service

Established central control room for managing operation of facility

Implemented new movement and inventory tracking software along

with platform for controlling terminal’s automated equipment

Systems include integrated on-line interface for customers

Focus on strategic customers

Improved operability, flexibility, and reliability through

strategic projects

Striving for Operational Excellence

Creation of piping infrastructure that

maximizes ability for intra-terminal trading

Increase pumping rates to maximize marine

dock utilization

59

Investing in our community and employees:

Investing in our Community & Employees

Community

On pace to exceed 4,000 volunteer

hours in 2010!

United Way recognized NuStar

employees with highest per capita

contribution award

Several  terminal employees on

Service Organization boards

Employees

Best in class benefits / security

Health assessments and wellness challenge programs

Focus on employee development associated with terminal transition

Operations, maintenance and business system training

Equip our personnel with quality tools to do the job

Improved communication programs via roundtables, safety

committees

60

2006 –

Fuel Oil System Upgrades

Upgrade existing 120,000 barrel tank and heating systems

Upgrade existing heavy oil rail systems

2007 –

Leased additional 26 acres for expansion

2007 –

Vacuum Gas Oil Storage

Construct 200,000 barrels of new heated storage

Provide connectivity to local refinery

2008 –

Fuel Oil Storage

Construct 630,000 barrels of new heated storage

Provide connectivity to local refinery

Implementing the Strategy

61

Hurricane Ike Delivers Heavy Blow 09/13/2008

Extensive damage to non-strategic, small chemical storage tanks,

utilities infrastructure and buildings

Demolished 36 small chemical storage tanks

Insurance proceeds upgrade facility infrastructure and accelerate

Hub and Trading Strategies

Hurricane Ike Creates Additional Opportunity

Before

After

62

2008 to 2010 –

NuStar

Fuel Oil Trading Plan

Upgrade 170,000 barrels of existing storage –

In Service

Upgrade 40,000 barrels of existing storage and bunker fuel delivery

systems –

In Service

200,000 barrels of new heated storage and piping systems –

In Service

Construct heated railcar unloading facility for 60 railcars –

In Service

Remaining 100,000 barrel tank due in service Dec 2010

Implementing the Strategy

63

Texas City, Texas Terminal today…..

October 27, 2010

Tanks

74

tanks

Capacity: 2,815,000 barrels

Employees           57 employees

Utilization Rate    98%

Size Range           8,000 to 200,000 barrels

Products                Petroleum & Petrochemicals

Modes

Served

Vessel,

Barge,

Pipeline,

Rail,

Truck

3 Ship/Barge

Docks

(2

have

vessel

capacity)

68 Petroleum (heated) Rail unload spots

11 Chemical Rail Load/ unload spots

2 Centralized Truck Load/ unload spots

Connectivity to BP, Marathon, Valero

Rail/Spur Data      Over 7,000 feet of private and leased

track served by the Texas City

Terminal Railway, Burlington Northern

Santa Fe and Union Pacific

64

Strong customer interest supports further expansion of

Trading Hub

Expand NuStar’s

fuel oil blending and bunkering

operations

Footprint for 1 to 1.4 million barrels of additional

expansion

Texas City Tomorrow

65

In 5 short years, NuStar

has transformed the Texas City terminal

into to a premier black oil blending and trading location asset

Upgraded approximately 450,000 barrels of existing tankage

Constructed in excess of 1.1 million barrels of new tankage

Constructed premier Gulf Coast heated railcar off-loading facility

Demonstrating best-in-class operations, excellence in safety and

environmental performance, customer service and community

involvement

Texas City’s future is bright as customer interest remains strong

with industry recognition of hub strategy

Summary

Closing Remarks

Closing Remarks

and Q&A

and Q&A

Curt Anastasio

Curt Anastasio

CEO & President

CEO & President

66

Management

Management

Team Bios

Team Bios

67

Management Bios

Management Bios

Curt Anastasio, CEO & President

President

and

CEO

of

NuStar

Energy

L.

P.

(NYSE:

NS)

and

NuStar

GP

Holdings,

LLC

(NYSE: NSH)

Anastasio

has

been

President

of

NuStar

Energy

L.P.

and

its

predecessors

since

December

1999,

and

he

assumed

the

position

of

CEO

of

NuStar

GP

Holdings,

LLC in

2006.

Prior

to

becoming

President

of

NuStar

GP,

LLC

in

1999,

Anastasio

held

various

positions in supply, trading, transportation, marketing, development and legal.  He

has 22 years of industry experience.

Curt serves on the Board of the National Association of Publicly Traded

Partnerships.

In addition to participating in various volunteer activities, Curt serves on the Board

of Trustees of the United Way of San Antonio and Bexar County, and is the

communitywide United Way Campaign Chairman for 2011.  He also serves as

a

board

member

of

the

San

Antonio

Medical

Foundation,

Southwest

Research

Institute,  the Southwest Foundation for Biomedical Research, the Greater San

Antonio Chamber of Commerce, the Alamo Area Council of the Boy Scouts of

America,

and

the

Economic

Development

Foundation

–

all

in

San

Antonio.

In

addition, Anastasio

belongs to various professional organizations and has lectured

and written on legal and business topics.

Curt received a Juris

Doctorate degree from Harvard Law School in 1981 and a

Bachelor of Arts degree, Magna cum Laude, from Cornell University in 1978. After

graduation, he practiced law in New York City.

68

Management Bios

Management Bios

Steve Blank, Senior VP -

CFO & Treasurer

Chief

Financial

Officer,

Senior

Vice

President

and

Treasurer

of

NuStar

Energy L.P.  In this position, he is responsible for corporate finance,

external reporting, accounting, budgeting and forecasting, investor

relations, risk management, tax, treasury and credit.

Before that, Steve held a variety of positions with Ultramar Diamond

Shamrock and Valero Energy in New York, London and San Antonio,

including Director, Planning and Development (1980-83); Assistant

Treasurer –

Corporate Finance (1983-90); Vice President of Investor

Relations

(1991-95);

Vice

President

–

Information

Technology

(1996);

and

Vice

President

–

Finance

and

Treasurer

(1996-01). 

Before joining Ultramar Diamond Shamrock in 1980, Steve worked for

two years with National Westminster Bank in New York.

Steve received a BA in History from the State of University of New York in

1976.  He went on to obtain a Master’s in International Affairs, with a

specialization in Business, from Columbia University in 1978. 

69

Management Bios

Management Bios

Rick Bluntzer, Senior VP -

Operations

Rick Bluntzer, Senior Vice President of Operations oversees NuStar Energy

L.P.’s extensive pipeline, terminal, international and asphalt refining

operations. Additionally he oversees NuStar’s engineering, information

systems (operations) and procurement organizations.

Rick began his career with Valero Refining Company in 1976, serving in

various operating and management systems until 1979, when he became a

part of Valero’s refinery acquisition team.

Rick joined the Valero L.P. organization after the Valero/UDS merger and

held various senior operating and management positions, contributing to

the success and transition of today’s NuStar organization.

70

Management Bios

Management Bios

Brad

Barron,

Senior

VP

-

General

Counsel

71

Brad

Barron

serves

as

Senior

Vice

President

and

General

Counsel

of

NuStar

Energy L.P. and NuStar

GP Holdings, LLC, both of which are headquartered

in San Antonio, TX.  As such, he provides legal counsel on all major

transactions, assures compliance with securities laws, provides legal

counsel to the boards of directors and principal officers, manages real

estate and right-of-way issues, and oversees health, safety and

environmental compliance.

Prior to joining the company, Mr. Barron was with Valero Energy

Corporation.  Mr. Barron began his legal career with Vinson & Elkins LLP

and continued in private practice until he joined Valero in 2001. 

A committed volunteer, Mr. Barron is also active in the San Antonio

community.  He serves on the boards of directors of the  Witte Museum,

Alamo Bowl and Family Service Association, and he previously volunteered

as

a

board

member

of

the

Boys

and

Girls

Club

of

San

Antonio.

He

also

serves on the Texas Tech Foundation Board.

Mr.

Barron

holds

a

B.B.A.

from

Texas

Tech

University

and

a

J.D.

from

the

University of Texas School of Law.  In addition, Mr. Barron holds a M.L.A.

from St. John’s College.

Management Bios

Management Bios

Paul

Brattlof,

Senior

VP

-

Supply

and

Trading

72

Paul Brattlof

leads NuStar

Energy L.P.’s Marketing, Supply and

Trading organization, which includes products trading, crude supply &

trading, heavy fuels trading  bunker marketing and asphalt marketing. 

Under

Mr.

Brattlof’s

leadership,

this

organization

capitalizes

on

opportunities to optimize the use and profitability of the company’s

worldwide

portfolio

of

assets,

manages

risk

as

NuStar

diversifies

its

business, and enhances the company’s competitive position when

pursuing acquisitions.

Mr. Brattlof

has more than two decades of experience in cash

markets, futures markets and derivatives trading.  Previously, he

served as Vice President of Trading for Valero Energy Corporation,

where he worked for 10 years.  Prior to that, he spent 11 years with

Kerr-McGee Refining and two years with Mieco, a Long Beach-based

trading company.  A graduate of Rice University, Mr. Brattlof

holds a

Bachelor of Arts degree in Managerial Studies.   

Management Bios

Management Bios

Mike Hoeltzel, Senior VP -

Corporate Development

Senior Vice President of Corporate Development for NuStar

Energy L.P.

Joined NuStar

in February 2007 with 30 years refinery experience.

Valero Energy's Corporate Development Department from 2000 to

2007.

Primary

responsibility

was

valuation

of

refinery

acquisitions

during

this

period

of

growth

from

6

to

19

refineries.

Also

supported

growth

of

Valero

L.P.

during

2002-2006

when

M&A

opportunities

for

both companies

were developed in a common department.

Worked in

CITGO's Corpus Christi refinery from 1991-2000 in various Project

Management, Planning & Economics, and Strategic Planning positions.

Worked in Kerr-McKee's Corpus Christi refinery from 1977-1991 in Project

Management and Planning & Economics positions.

Worked

for

Exxon

in

Oil

Production

from

1971-1973

and

Dupont

from

1973-

1977,

project engineering assignments with both companies.

Graduated from Oklahoma State University in 1971 with BS and MS

degrees

in

Mechanical

Engineering.

Also

received

MBA

from

Corpus Christi

State University (now Texas A&M Corpus Christi) in 1983

73

Management Bios

Management Bios

Danny

Oliver,

Senior

VP

-

Marketing

and

Business

Development

74

Danny Oliver, Senior Vice President of Marketing & Business Development

for NuStar

Energy L.P., oversees the company’s commercial activities for its

pipelines

and

terminals

business.

Previously,

he

served

as

Vice

President

of

Product

Supply

&

Trading

for

NuStar

where

he

was

instrumental

in

building

the company’s successful trading operations from the ground up.  He brings

nearly

20

years

of

industry

experience

–

the

majority

of

which

was

spent

trading energy commodities.

Prior to joining NuStar

in 2007, Mr. Oliver spent 10 years at Valero Energy

holding management positions in Product Supply & Trading where he helped

to build a world-class refined product trading organization and played a key

role in the company’s aggressive acquisition of refinery and logistics assets. 

He

previously

worked

at

Enron

Corp.

in

the

International

Trading

division

where he was responsible for the company’s worldwide MTBE and Methanol

trading activities, and also held several positions at Kerr-McGee Refining &

Marketing

in

products

scheduling

and

accounting,

with

an

emphasis

in

reporting and analyzing trading activities.

Mr. Oliver graduated from Texas State University with a B.B.A. in Accounting. 

Committed to the community in which he works and lives, Mr. Oliver

currently serves on the boards of directors of San Antonio Sports and the

Harmony Ridge Association.  He is also actively involved with his church and

the United Way of Bexar County. 

Management Bios

Management Bios

Kyle Oppliger, VP GM -

Operations

75

Kyle Oppliger

serves as the Vice President and General Manager of the

NuStar

Gulf Coast region.  As such, he manages all aspects of the region’s

operations, maintenance, capital projects, safety and environmental

compliance, quality assurance and security initiatives for NuStar

terminal

assets in Texas, Louisiana, Alabama, Georgia and Florida.  He brings over 15

years of experience in refining and terminal operations. 

Prior to joining NuStar

in 2006, Mr. Oppliger

spent 10 years at Valero Energy

holding leadership roles in operations, planning and economics and laboratory

departments.  He has played a key role in the aggressive integration and

development of acquired assets in NuStar’s

Gulf Coast region.   He previously

worked for Phibro

and Basis refining companies, and prior to working in the

refining industry, Mr. Oppliger

worked as a chemist in research and

development.

As a committed volunteer, Mr. Oppliger

has been active in communities in

which NuStar

does business, including United Way organizations throughout

the Gulf region.  Additionally he has been active in youth mentoring programs,

Big Brothers & Big Sisters and Boy Scouts of America.

Mr.

Oppliger

received

his

undergraduate

degree

in

Chemistry

from

Sam

Houston State University and his Master’s degree in Business from University

of Houston. 

Appendix

Appendix

76

Reconciliation of Non-GAAP Financial

Reconciliation of Non-GAAP Financial

Information:  EBITDA

Information:  EBITDA

(Unaudited, Dollars in Thousands)

The following is a reconciliation of net income to EBITDA:

2002

2003

2004

2005

2006

2007

2008

2009

Net income

55,143

$   

69,593

$   

78,418

$   

107,675

$ 

149,906

$ 

150,298

$ 

254,018

$ 

224,875

$ 

Plus interest expense, net

4,880

15,860

20,950

41,388

66,266

76,516

90,818

79,384

Plus income tax expense

395

-

-

4,713

5,861

11,448

11,006

10,531

Plus depreciation and amortization expense

16,440

26,267

33,149

64,895

100,266

114,293

135,709

145,743

EBITDA

76,858

111,720

132,517

218,671

322,299

352,555

491,551

460,533

Note:  2005 and 2006 EBITDA are from continuing operations.

Projected net income range

   Plus projected interest expense range

   Plus projected income tax expense range

   Plus projected depreciation and

     amortization expense range

Projected EBITDA range

Less year ended December 31, 2009

     EBITDA (a)

Projected incremental EBITDA range

    (a)  As filed in NuStar Energy L.P.'s Current Report on Form 8-K filed January 29, 2010.

Year Ended

December 31, 2010

Year Ended December 31,

NuStar

Energy

L.P.

utilizes

EBITDA,

which

is

not

defined

in

United

States

generally

accepted

accounting

principles.

Management

uses

this

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

or

as

an

alternative

to

net

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.

The following is a reconciliation of the projected net income to projected EBITDA and projected incremental EBITDA for the year ended December 31, 2010:

  $      19,467  -  39,467

     77,000  -  78,000

$ 236,000  -  253,000

       14,000  -  15,000

     153,000  -  154,000

$ 480,000  -  500,000

(460,533)

77

Reconciliation of Non-GAAP Financial

Reconciliation of Non-GAAP Financial

Information:  EBITDA (continued)

Information:  EBITDA (continued)

78

(Unaudited, Dollars in Thousands)

Total Internal

Growth Program

Projected annual operating income range

$    30,000  -  33,000

Plus projected annual depreciation and

        amortization expense range

     5,000  -  7,000

Projected annual adjusted EBITDA range

$    35,000  -  40,000

The following is a reconciliation of projected annual operating income to projected annual adjusted EBITDA related to our internal growth program:

EBITDA

in

the

following

reconciliation

relates

to

our

reportable

segments

or

a

portion

of

a

reportable

segment.

We

do

not

allocate

general

and

administrative

expenses

to

our

reportable

segments

because

those

expenses

relate

primarily

to

the

overall

management

at

the

entity

level.

Therefore,

EBITDA

reflected

in

the

following

reconciliation

excludes

any

allocation

of

general

and

administrative

expenses

consistent

with

our

policy

for

determining

segmental

operating

income,

the

most

directly

comparable

GAAP

measure.

EBITDA

should

not

be

considered

in

isolation

or

as

a

substitute

for

a

measure

of performance prepared in accordance with GAAP.

Reconciliation of Non-GAAP Financial

Reconciliation of Non-GAAP Financial

Information:  Storage Segment

Information:  Storage Segment

79

(Unaudited, Dollars in Thousands)

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

2006

2007

2008

2009

Operating income

108,486

$          

114,635

$                

141,079

$          

171,245

$          

Plus depreciation and amortization expense

53,121

62,317

66,706

70,888

EBITDA

161,607

$          

176,952

$                

207,785

$          

242,133

$          

Projected incremental operating income range

$   8,000 - 11,000

Plus projected incremental depreciation and

amortization expense range

      6,000 -  7,000

Projected incremental adjusted EBITDA range

$ 14,000 - 18,000

Projected incremental operating income range

$ 26,000  -  33,000

Plus projected incremental depreciation and

        amortization expense range

     4,000  -  7,000

Projected incremental adjusted EBITDA range

$ 30,000  -  40,000

The

following

is

a

reconciliation

of

projected

incremental

operating

income

to

projected

incremental

adjusted

EBITDA

related

to

our

internal

growth

program for the year ended December 31, 2011 comparred to the year ended December 31, 2010:

Storage

Segment

EBITDA

in

the

following

reconciliations

relate

to

our

reportable

segments

or

a

portion

of

a

reportable

segment.

We

do

not

allocate

general

and

administrative

expenses

to

our

reportable

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.

EBITDA

should

not

be

considered

in

isolation

or

as

a

substitute

for

a

measure

of performance prepared in accordance with GAAP.

Year Ended December 31,

The following is a reconciliation of projected incremental operating income to projected incremental adjusted EBITDA for the year ended December 31, 2010:

Storage

Segment

Reconciliation of Non-GAAP Financial

Reconciliation of Non-GAAP Financial

Information:  Transportation Segment

Information:  Transportation Segment

80

(Unaudited, Dollars in Thousands)

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

2006

2007

2008

2009

Operating income

122,714

$          

126,508

$                

135,086

$          

139,869

$          

Plus depreciation and amortization expense

47,145

49,946

50,749

50,528

EBITDA

169,859

$          

176,454

$                

185,835

$          

190,397

$          

Projected incremental operating income range

$   5,000 - 9,000

Plus projected incremental depreciation and

amortization expense range

        0 -  1,000

Projected incremental adjusted EBITDA range

$ 5,000 - 10,000

Projected incremental operating income range

$    1,000  -  4,000

Plus projected incremental depreciation and

        amortization expense range

     0  -  1,000

Projected incremental adjusted EBITDA range

$    1,000  -  5,000

The

following

is

a

reconciliation

of

projected

incremental

operating

income

to

projected

incremental

adjusted

EBITDA

related

to

our

internal

growth

program for the year ended December 31, 2011 comparred to the year ended December 31, 2010:

Transportation

Segment

EBITDA

in

the

following

reconciliations

relate

to

our

reportable

segments

or

a

portion

of

a

reportable

segment.

We

do

not

allocate

general

and

administrative

expenses

to

our

reportable

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.

EBITDA

should

not

be

considered

in

isolation

or

as

a

substitute

for

a

measure

of performance prepared in accordance with GAAP.

Transportation

Segment

Year Ended December 31,

The following is a reconciliation of projected incremental operating income to projected incremental adjusted EBITDA for the year ended December 31, 2010:

Reconciliation of Non-GAAP Financial

Reconciliation of Non-GAAP Financial

Information:  Internal Growth Program

Information:  Internal Growth Program

81

(Unaudited, Dollars in Thousands)

St. James, LA

Terminal

Expansion Phase 1

St. James, LA

Terminal

Expansion

Phases 1 & 2

St. Eustatius

Distillate Project

Jacksonville

Storage Expansion

Projected annual operating income range

$    11,000  -  20,000

$    26,000  -  34,000

$    4,000  -  8,000

$      4,500  -  9,000

Plus projected annual depreciation and

        amortization expense range

     4,000  -  5,000

     9,000  -  11,000

     1,000  -  2,000

     500  -  1,000

Projected annual adjusted EBITDA range

$    15,000  -  25,000

$    35,000  -  45,000

$    5,000  -  10,000

$    5,000  -  10,000

Denver Terminal

Expansion

Linden Fuel Oil

Conversion

Selby Truck Rack

Expansion

South Texas Valley

System Ethanol

Projected annual operating income range

  $       500  -  4,000

  $       900  -  2,500

$    2,900  -  4,500

$    1,900  -  3,500

Plus projected annual depreciation and

        amortization expense range

     500  -  1,000

     100  -  500

     100  -  500

     100  -  500

Projected annual adjusted EBITDA range

$    1,000  -  5,000

$    1,000  -  3,000

$    3,000  -  5,000

$    2,000  -  4,000

Clawson to McKee

Pipeline Expansion

Projected annual operating income range

     $       400  -  800

Plus projected annual depreciation and

        amortization expense range

     100  -  200

Projected annual adjusted EBITDA range

$    500  -  1,000

The

following

is

a

reconciliation

of

projected

annual

operating

income

to

projected

annual

adjusted

EBITDA

for

a

project

in

our

transportation

segment

related to our internal growth program:

EBITDA

in

the

following

reconciliations

relate

to

our

reportable

segments

or

a

portion

of

a

reportable

segment.

We

do

not

allocate

general

and

administrative

expenses

to

our

reportable

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.

EBITDA

should

not

be

considered

in

isolation

or

as

a

substitute

for

a

measure

of

performance

prepared

in accordance with GAAP.

The

following

is

a

reconciliation

of

projected

annual

operating

income

to

projected

annual

adjusted

EBITDA

for

certain

projects

in

our

storage

segment

related to our internal growth program:

Reconciliation of Non-GAAP Financial

Reconciliation of Non-GAAP Financial

Information:  Asphalt & Fuels Marketing Segment

Information:  Asphalt & Fuels Marketing Segment

82

(Unaudited, Dollars in Thousands)

The following are reconciliations of operating income to EBITDA for the Asphalt and Fuels Marketing Segment:

Fuels Marketing

Operations

Asphalt Operations

Asphalt and

Fuels Marketing

Segment

Operating income

9,919

$                     

50,710

$                   

60,629

$             

Plus depreciation and amortization expense

-

19,463

19,463

EBITDA

9,919

$                     

70,173

$                   

80,092

$             

Fuels Marketing

Operations

Asphalt Operations

Asphalt and

Fuels Marketing

Segment

Operating income

36,239

$                    

76,267

$                   

112,506

$            

Plus depreciation and amortization expense

552

14,182

14,734

EBITDA

36,791

$                    

90,449

$                   

127,240

$            

Year Ended

December 31, 2007

Year Ended

December 31, 2006

Operating income

21,111

$                    

26,915

$                   

Plus depreciation and amortization expense

423

-

EBITDA

21,534

$                    

26,915

$                   

Fuels Marketing

Operations

Asphalt Operations

Asphalt and

Fuels Marketing

Segment

Projected incremental operating income range

$    25,000  -  35,000

-

$                            

$ 25,000  -  35,000

Plus projected incremental depreciation and

        amortization expense range

-

-

-

Projected incremental adjusted EBITDA range

$    25,000  -  35,000

-

$                            

$ 25,000  -  35,000

Year Ended December 31, 2010 Compared

to the Year Ended December 31, 2009

Year Ended December 31, 2009

Year Ended December 31, 2008

EBITDA

in

the

following

reconciliations

relate

to

our

reportable

segments

or

a

portion

of

a

reportable

segment.

We

do

not

allocate

general

and

administrative

expenses

to

our

reportable

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. EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

The following is a reconciliation of projected incremental operating income to projected incremental adjusted EBITDA for the asphalt and fuels marketing segment:

The

following

are

reconciliations

of

operating

income

to

EBITDA

for

the

Asphalt

and

Fuels

Marketing

Segment.

As

we

had

no

asphalt

operations

prior

to

2008,

the

following amounts relate solely to our Fuels Marketing Operations: