10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _________________________________________

FORM 10-Q

 _________________________________________

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2015

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______ to _______

Commission File Number 1-32940

_________________________________________

NUSTAR GP HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware	85-0470977
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
19003 IH-10 West San Antonio, Texas	78257
(Address of principal executive offices)	(Zip Code)

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

 _________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act:

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o   No  x

The number of common units outstanding as of October 31, 2015 was 42,913,969.

NUSTAR GP HOLDINGS, LLC

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2015 and 2014	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	5
	Condensed Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II – OTHER INFORMATION
Item 6.	Exhibits	22
SIGNATURES		23

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars)

	September 30, 2015			December 31, 2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	266		$	2,840
Receivable from related parties	16,418			15,704
Income tax receivable	1,211			1,211
Other receivables	—			91
Deferred income tax assets, net	2,278			724
Other current assets	231			491
Total current assets	20,404			21,061
Investment in NuStar Energy L.P.	320,025			326,982
Long-term receivable from related party	30,550			33,537
Deferred income tax assets, net	1,752			3,570
Total assets	$	372,731		$	385,150
Liabilities and Members’ Equity
Current liabilities:
Short-term debt	$	26,000		$	26,000
Accounts payable	404			620
Accrued compensation expense	13,893			9,944
Accrued liabilities	475			437
Taxes other than income tax	1,373			1,751
Total current liabilities	42,145			38,752
Long-term liabilities	33,396			35,562
Commitments and contingencies (Note 8)
Members’ equity	306,078			316,611
Accumulated other comprehensive loss	(8,888		)	(5,775		)
Total members’ equity	297,190			310,836
Total liabilities and members’ equity	$	372,731		$	385,150

See Condensed Notes to Consolidated Financial Statements.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Equity in earnings of NuStar Energy L.P.	$	18,194		$	17,770		$	62,284		$	48,899
General and administrative expenses	(825		)	(877		)	(2,697		)	(2,629		)
Other (expense) income, net	(3		)	354			536			567
Interest expense, net	(234		)	(216		)	(661		)	(669		)
Income before income tax (expense) benefit	17,132			17,031			59,462			46,168
Income tax (expense) benefit	(215		)	608			(213		)	885
Net income	$	16,917		$	17,639		$	59,249		$	47,053
Comprehensive income	$	12,762		$	16,669		$	56,136		$	45,153
Basic and diluted net income per unit	$	0.39		$	0.41		$	1.38		$	1.10
Weighted-average number of basic units outstanding	42,913,969			42,702,185			42,913,675			42,672,383
Weighted-average number of diluted units outstanding	42,913,969			42,757,393			42,913,675			42,700,860

See Condensed Notes to Consolidated Financial Statements.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, Thousands of Dollars)

	Nine Months Ended September 30,
	2015			2014
Cash Flows from Operating Activities:
Net income	$	59,249		$	47,053
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of NuStar Energy L.P.	(62,284		)	(48,899		)
Distributions of equity in earnings from NuStar Energy L.P.	62,284			48,899
Gain on sale of NuStar Energy L.P. limited partner units in connection with unit-based compensation	(536		)	(567		)
Provision (benefit) for deferred income tax	264			(472		)
Changes in current assets and liabilities (Note 6)	3,130			10,457
Decrease in long-term receivable from related party	2,167			8,272
Decrease in long-term liabilities	(2,166		)	(8,840		)
Other, net	282			219
Net cash provided by operating activities	62,390			56,122
Cash Flows from Investing Activities:
Distributions in excess of equity in earnings from NuStar Energy L.P.	9,661			23,010
Investment in NuStar Energy L.P.	(6,417		)	(18,019		)
Proceeds from sale of NuStar Energy L.P. units in connection with unit-based compensation	1,956			6,464
Net cash provided by investing activities	5,200			11,455
Cash Flows from Financing Activities:
Proceeds from short-term debt borrowings	—			26,000
Repayment of short-term debt	—			(26,000		)
Distributions to unitholders	(70,179		)	(69,747		)
Proceeds from the exercise of unit options	—			4,127
Other, net	15			(154		)
Net cash used in financing activities	(70,164		)	(65,774		)
Net (decrease) increase in cash and cash equivalents	(2,574		)	1,803
Cash and cash equivalents as of the beginning of the period	2,840			1,603
Cash and cash equivalents as of the end of the period	$	266		$	3,406

See Condensed Notes to Consolidated Financial Statements.

5

NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

NuStar GP Holdings, LLC (NuStar GP Holdings) (NYSE: NSH) is a publicly held Delaware limited liability company. Unless otherwise indicated, the terms “NuStar GP Holdings,” “we,” “our” and “us” are used in this report to refer to NuStar GP Holdings, LLC, to one or more of our consolidated subsidiaries or to all of them taken as a whole.

We have no operations or sources of income or cash flows other than our investment in NuStar Energy L.P. (NuStar Energy) (NYSE: NS). As of September 30, 2015, we owned approximately 15.0% of NuStar Energy, consisting of the following:

• the 2% general partner interest;

• 100% of the incentive distribution rights issued by NuStar Energy, which entitle us to receive increasing percentages of the cash distributed by NuStar Energy, currently at the maximum percentage of 23%; and

• 10,336,364 common units of NuStar Energy representing a 13.0% limited partner interest.

NuStar Energy is a publicly held Delaware limited partnership engaged in the transportation of petroleum products and anhydrous ammonia, the terminalling and storage of petroleum products and the marketing of petroleum products. NuStar Energy has terminal and storage facilities in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom.

Basis of Presentation

These unaudited condensed consolidated financial statements include the accounts of NuStar GP Holdings and subsidiaries in which it has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation.

We account for our ownership interest in NuStar Energy using the equity method. Therefore, our financial results reflect a portion of NuStar Energy’s net income based on our ownership interest in NuStar Energy. We have no separate operating activities apart from those conducted by NuStar Energy and therefore generate no revenues from operations.

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and all disclosures are adequate. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three and nine months ended September 30, 2015 and 2014 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

New Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (FASB) issued amended guidance for the presentation of debt issuance costs. Under the amended guidance, debt issuance costs will be presented on the balance sheet as a deduction from the carrying value of the associated debt liability. In August 2015, the FASB issued amended guidance that would allow debt issuance costs related to line-of-credit agreements to continue to be presented as an asset on the balance sheet. The changes are effective for annual and interim periods beginning after December 15, 2015, and retrospective application is required. Early adoption is permitted. We will adopt these provisions January 1, 2016, and we do not expect the amended guidance to have a material impact on our financial position, results of operations or disclosures.

In February 2015, the FASB issued new consolidation guidance that modifies the criterion involved in a reporting organization’s evaluation of whether certain legal entities are subject to consolidation under the standard. The standard is effective for public companies for annual and interim reporting periods beginning after December 15, 2015, using one of two

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

retrospective transition methods. Early adoption is permitted. We will adopt these provisions January 1, 2016, and we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures.

In May 2014, the FASB and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard. In August 2015, the FASB deferred the effective date by one year. The standard is now effective for public entities for annual and interim periods beginning after December 15, 2017, using one of two retrospective transition methods. Early adoption is permitted, but not before the original effective date. We are currently assessing the impact of this new guidance on our financial statements and disclosures, and we have not yet selected a transition method.

2. INVESTMENT IN NUSTAR ENERGY

On January 2, 2015, NuStar Energy acquired full ownership of a refined products terminal in Linden, NJ (the Linden Acquisition). Prior to the acquisition, the terminal operated as a joint venture between NuStar Energy and Linden Holding Corp, with each party owning 50%.

On February 26, 2014, NuStar Energy sold its remaining 50% ownership interest in NuStar Asphalt LLC (the 2014 Asphalt Sale) to Lindsay Goldberg LLC (Lindsay Goldberg), a private investment firm. Effective February 27, 2014, NuStar Asphalt LLC changed its name to Axeon Specialty Products LLC (Axeon). Lindsay Goldberg now owns 100% of Axeon.

Summary Financial Information

Condensed consolidated financial information reported by NuStar Energy is presented below:

	September 30, 2015		December 31, 2014
	(Thousands of Dollars)
Balance Sheet Information:
Current assets	$	338,357	$	389,147
Property, plant and equipment, net	3,656,273		3,460,732
Goodwill	704,404		617,429
Other non-current assets	436,097		451,488
Total assets	$	5,135,131	$	4,918,796
Current liabilities	$	255,373	$	365,192
Long-term debt	3,109,359		2,749,452
Other non-current liabilities	116,499		87,942
Total liabilities	3,481,231		3,202,586
NuStar Energy partners’ equity	1,653,900		1,716,210
Total liabilities and partners’ equity	$	5,135,131	$	4,918,796

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars)
Statement of Comprehensive Income Information:
Revenues	$	493,566	$	794,422	$	1,619,121	$	2,393,380
Operating income	$	100,994	$	95,098	$	292,680	$	265,555
Income from continuing operations	$	65,016	$	59,117	$	246,466	$	159,300
Income (loss) from discontinued operations, net of tax	—		2,831		774		(2,316		)
Net income	$	65,016	$	61,948	$	247,240	$	156,984

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Other

Our investment in NuStar Energy reconciles to NuStar Energy’s partners’ equity as follows:

	September 30, 2015			December 31, 2014
	(Thousands of Dollars)
NuStar Energy’s partners’ equity	$	1,653,900		$	1,716,210
NuStar GP Holdings’ ownership interest in NuStar Energy	15.0		%	14.9		%
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity	248,085			255,715
Step-up in basis related to NuStar Energy’s assets and liabilities, including equity method goodwill, and other	71,940			71,267
Investment in NuStar Energy	$	320,025		$	326,982

3. RELATED PARTY TRANSACTIONS

We had a receivable from related parties of $16.4 million and $15.7 million as of September 30, 2015 and December 31, 2014, respectively, mainly representing payroll, employee benefit plans and unit-based compensation for our employees providing services to NuStar Energy and NuStar Energy’s joint ventures. We also had a long-term receivable from related party of $30.6 million and $33.5 million as of September 30, 2015 and December 31, 2014, respectively, representing long-term employee benefits.

The following table summarizes information pertaining to related party transactions:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars)
Expenses for payroll, employee benefit plans and unit-based compensation	$	49,864	$	49,793	$	150,598	$	144,146
Other expenses	$	184	$	197	$	402	$	377

NuStar Energy

GP Services Agreement. NuStar Energy and NuStar GP, LLC, our wholly owned subsidiary, entered into a services agreement, effective January 1, 2008 (the GP Services Agreement). The GP Services Agreement provides that NuStar GP, LLC will furnish administrative and certain operating services necessary to conduct the business of NuStar Energy. All employees providing services to both NuStar GP Holdings and NuStar Energy are employed by NuStar GP, LLC; therefore, NuStar Energy reimburses NuStar GP, LLC for all employee costs, other than the expenses allocated to NuStar GP Holdings (the Holdco Administrative Services Expense). The GP Services Agreement will terminate on December 31, 2016, renewing automatically every two years unless terminated by either party upon six months’ prior written notice. For each of the three months ended September 30, 2015 and 2014, the Holdco Administrative Services Expense totaled $0.4 million, and $1.3 million for each of the nine months ended September 30, 2015 and 2014.

Axeon

On February 26, 2014, NuStar Energy completed the 2014 Asphalt Sale to Lindsay Goldberg. As a result of the 2014 Asphalt Sale, we ceased reporting transactions between us and Axeon as related party transactions in our consolidated financial statements on February 26, 2014.

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NUSTAR GP HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

4. DISTRIBUTIONS FROM NUSTAR ENERGY

The following table reflects the allocation of NuStar Energy’s cash distributions earned for the periods indicated among its general and limited partners:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars, Except Per Unit Data)
General partner interest	$	1,961	$	1,961	$	5,883	$	5,883
General partner incentive distribution	10,805		10,805		32,415		32,415
Total general partner distribution	12,766		12,766		38,298		38,298
Limited partner distribution	11,318		11,380		33,846		33,814
Total distributions to NuStar GP Holdings	24,084		24,146		72,144		72,112
Public unitholders’ distributions	73,967		73,905		222,009		222,041
Total cash distributions	$	98,051	$	98,051	$	294,153	$	294,153
Cash distributions per unit applicable to limited partners	$	1.095	$	1.095	$	3.285	$	3.285

The following table summarizes information related to NuStar Energy’s quarterly cash distributions:

Quarter Ended	Cash Distributions Per Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2015 (a)	$	1.095	$	98,051	November 9, 2015	November 13, 2015
June 30, 2015	$	1.095	$	98,051	August 7, 2015	August 13, 2015
March 31, 2015	$	1.095	$	98,051	May 8, 2015	May 14, 2015
December 31, 2014	$	1.095	$	98,051	February 9, 2015	February 13, 2015

(a) The distribution was announced on October 30, 2015.

5. FAIR VALUE MEASUREMENTS

We segregate the inputs used in measuring fair value into three levels: Level 1, defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists.

The following liabilities are measured at fair value on a recurring basis and are reported in “Accrued compensation expense” on the consolidated balance sheets:

	Level 1		Level 2		Level 3		Total
	(Thousands of Dollars)
September 30, 2015:
NuStar Energy restricted units and performance awards	$	8,972	$	—	$	—	$	8,972
December 31, 2014:
NuStar Energy restricted units and performance awards	$	5,369	$	—	$	—	$	5,369

Fair Value of Financial Instruments

We recognize cash equivalents, receivables, payables and short-term debt in our consolidated balance sheets at their carrying amounts. The fair values of these financial instruments approximate their carrying amounts. The fair value of our short-term debt would fall in Level 2 of the fair value hierarchy.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

6. STATEMENTS OF CASH FLOWS

Changes in current assets and current liabilities were as follows:

	Nine Months Ended September 30,
	2015			2014
	(Thousands of Dollars)
Decrease (increase) in current assets:
Receivable from related parties	$	(501	)	$	1,338
Income tax receivable	—			(403		)
Other receivables	91			(386		)
Other current assets	147			(27		)
Increase (decrease) in current liabilities:
Accounts payable	(216		)	(303		)
Accrued compensation expense	3,949			10,690
Accrued liabilities	38			(136		)
Taxes other than income tax	(378		)	(316		)
Changes in current assets and current liabilities	$	3,130		$	10,457

Cash flows related to interest and income tax were as follows:

	Nine Months Ended September 30,
	2015			2014
	(Thousands of Dollars)
Cash paid for interest	$	548		$	503
Cash refunded for income tax	$	(50	)	$	(7	)

7. CREDIT FACILITY

Our revolving credit facility dated June 28, 2013, as most recently amended on June 17, 2015, will mature on June 27, 2016 and has a borrowing capacity of up to $50.0 million, of which up to $10.0 million may be available for letters of credit. Our obligations under our revolving credit facility are guaranteed by Riverwalk Holdings, LLC (Riverwalk), a wholly owned subsidiary. Riverwalk pledged 1,792,918 NuStar Energy units that it owns to secure its guarantee.

As of September 30, 2015, we had outstanding borrowings of $26.0 million and availability of $24.0 million for borrowings under the revolving credit facility. Interest on the revolving credit facility is based upon, at our option, either an alternative base rate or a LIBOR-based rate. As of September 30, 2015, the weighted-average interest rate was 2.3%.

The revolving credit facility contains customary restrictive covenants, such as limitations on indebtedness, liens, dispositions of material property, mergers, asset transfers and certain investing activities. In addition, the revolving credit facility requires NuStar Energy to maintain, as of the end of each rolling period of four consecutive fiscal quarters, a consolidated debt coverage ratio not to exceed 5.00-to-1.00. However, if NuStar Energy consummates one or more acquisitions for an aggregate net consideration of at least $50.0 million, the maximum consolidated debt coverage ratio will increase to 5.50-to-1.00 for two rolling periods.As of September 30, 2015, NuStar Energy’s consolidated debt coverage ratio was 4.4x. We are also required to receive cash distributions of at least $16.0 million in respect of our ownership interests in NuStar Energy each fiscal quarter. Our management believes that we are in compliance with the covenants of the revolving credit facility as of September 30, 2015.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

8. COMMITMENTS AND CONTINGENCIES

Contingencies

We are not currently a party to any material legal proceedings and have not recorded any accruals for loss contingencies. NuStar Energy is a party to claims and legal proceedings arising in the ordinary course of its business, which it believes are not material to its financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on NuStar Energy’s results of operations and ability to pay distributions, which would impact our results of operations and ability to pay distributions.

9. MEMBERS’ EQUITY

The following table presents changes to our members’ equity (in thousands of dollars):

Balance as of December 31, 2014	$	310,836
Net income	59,249
Distributions to unitholders	(70,179		)
Other comprehensive loss	(3,113		)
Unit-based compensation	382
Other	15
Balance as of September 30, 2015	$	297,190

Accumulated Other Comprehensive Loss

The following table presents balances of and changes in accumulated other comprehensive loss by component:

	Share of NuStar Energy’s Other Comprehensive Loss			Pension and Other Postretirement Benefit Plan Adjustments			Total
	(Thousands of Dollars)
Balance as of January 1, 2015	$	(10,082	)	$	4,307		$	(5,775	)
Other comprehensive loss before reclassification adjustments	(2,293		)	—			(2,293		)
Amounts reclassified to general and administrative expenses (a)	—			(820		)	(820		)
Other comprehensive loss	(2,293		)	(820		)	(3,113		)
Balance as of September 30, 2015	$	(12,375	)	$	3,487		$	(8,888	)

(a) These amounts are components of net periodic pension cost (income), and NuStar Energy reimburses us for these employee costs. See Note 11 for further details.

Cash Distributions

The following table summarizes our cash distributions applicable to the period in which the distributions were earned:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit	$	0.545	$	0.545	$	1.635	$	1.635
Total cash distributions	$	23,388	$	23,351	$	70,164	$	69,849

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes information related to our quarterly cash distributions:

Quarter Ended	Cash Distributions Per Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2015 (a)	$	0.545	$	23,388	November 9, 2015	November 17, 2015
June 30, 2015	$	0.545	$	23,388	August 7, 2015	August 17, 2015
March 31, 2015	$	0.545	$	23,388	May 8, 2015	May 18, 2015
December 31, 2014	$	0.545	$	23,403	February 9, 2015	February 17, 2015

(a) The distribution was announced on October 30, 2015.

10. NET INCOME PER UNIT

We treat restricted units granted under our long-term incentive plan as participating securities in computing net income per unit pursuant to the two-class method. The computation of diluted net income per unit for the three and nine months ended September 30, 2014 includes the dilutive effect of outstanding options to purchase NuStar GP Holdings units. There were no outstanding options to purchase NuStar GP Holdings units for the three and nine months ended September 30, 2015. Unit amounts used in the computation of basic and diluted net income per unit were as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014
Basic units outstanding:
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Diluted units outstanding:
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Effect of dilutive securities	—	55,208	—	28,477
Weighted-average number of diluted units outstanding	42,913,969	42,757,393	42,913,675	42,700,860

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

11. EMPLOYEE BENEFIT PLANS

In August 2015, we contributed $8.0 million to the pension plan. The components of net periodic benefit cost (income) related to our defined benefit plans were as follows:

	Pension Plans (a)						Other Postretirement Benefit Plans
	2015			2014			2015			2014
	(Thousands of Dollars)
For the three months ended September 30:
Service cost	$	1,919		$	2,012		$	118		$	94
Interest cost	1,097			1,056			111			93
Expected return on assets	(1,254		)	(1,144		)	—			—
Amortization of prior service credit	(516		)	(516		)	(285		)	(286		)
Amortization of net loss	461			197			67			29
Other (b)	—			175			—			—
Net periodic benefit cost (income)	$	1,707		$	1,780		$	11		$	(70	)
For the nine months ended September 30:
Service cost	$	5,757		$	6,036		$	354		$	282
Interest cost	3,291			3,169			334			279
Expected return on assets	(3,762		)	(3,432		)	—			—
Amortization of prior service credit	(1,547		)	(1,548		)	(857		)	(858		)
Amortization of net loss (gain)	1,383			(18		)	201			85
Other (b)	—			(39		)	—			—
Net periodic benefit cost (income)	$	5,122		$	4,168		$	32		$	(212	)

(a) Includes amounts related to the pension plan and the excess pension plan.

(b) In 2014, other relates to a settlement credit associated with the supplemental executive retirement plan in the second quarter and a settlement charge associated with the excess pension plan in the third quarter.

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain estimates, predictions, projections, assumptions and other forward-looking statements that involve various risks and uncertainties. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. These forward-looking statements can generally be identified by the words “anticipates,” “believes,” “expects,” “plans,” “intends,” “estimates,” “forecasts,” “budgets,” “projects,” “will,” “could,” “should,” “may” and similar expressions. These statements reflect our current views with regard to future events and are subject to various risks, uncertainties and assumptions. Please read our Annual Report on Form 10-K for the year ended December 31, 2014, Part I, Item 1A “Risk Factors,” as well as our subsequent current and quarterly reports, for a discussion of certain of those risks, uncertainties and assumptions.

If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those described in any forward-looking statement. Other unknown or unpredictable factors could also have material adverse effects on our future results. Readers are cautioned not to place undue reliance on this forward-looking information, which is as of the date of this Form 10-Q. We do not intend to update these statements unless we are 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.

OVERVIEW

NuStar GP Holdings, LLC (NuStar GP Holdings) (NYSE: NSH) is a publicly traded Delaware limited liability company. Unless otherwise indicated, the terms “NuStar GP Holdings,” “we,” “our” and “us” are used in this report to refer to NuStar GP Holdings, LLC, to one or more of our consolidated subsidiaries or to all of them taken as a whole. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in seven sections:

• Overview

• Results of Operations

• Trends and Outlook

• Liquidity and Capital Resources

• Related Party Transactions

• Critical Accounting Policies

• New Accounting Pronouncements

Our only cash generating assets are our ownership interests in NuStar Energy L.P. (NuStar Energy), a publicly traded Delaware limited partnership (NYSE: NS). As of September 30, 2015, our aggregate ownership interests in NuStar Energy consisted of the following:

• the 2% general partner interest;

• 100% of the incentive distribution rights issued by NuStar Energy, which entitle us to receive increasing percentages of the cash distributed by NuStar Energy, currently at the maximum percentage of 23%; and

• 10,336,364 common units of NuStar Energy representing a 13.0% limited partner interest.

We account for our ownership interest in NuStar Energy using the equity method. Therefore, our financial results reflect a portion of NuStar Energy’s net income based on our ownership interest. We have no separate operating activities apart from those conducted by NuStar Energy and therefore generate no revenues from operations.

NuStar Energy is engaged in the transportation of petroleum products and anhydrous ammonia, the terminalling and storage of petroleum products and the marketing of petroleum products. NuStar Energy has terminal and storage facilities in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom.

NuStar Energy’s partnership agreement requires that it distribute all “Available Cash” to its partners each quarter, and this term is defined in its partnership agreement as cash on hand at the end of the quarter, plus certain permitted borrowings made subsequent to the end of the quarter, less cash reserves determined by NuStar Energy’s board of directors. Similarly, we are required by our limited liability company agreement to distribute all of our available cash at the end of each quarter, less reserves established by our board of directors.

14

On January 2, 2015, NuStar Energy acquired full ownership of a refined products terminal in Linden, NJ (the Linden Acquisition). Prior to the acquisition, the terminal operated as a joint venture between NuStar Energy and Linden Holding Corp, with each party owning 50%.

On February 26, 2014, NuStar Energy sold its remaining 50% ownership interest in NuStar Asphalt LLC (the 2014 Asphalt Sale) to Lindsay Goldberg LLC, a private investment firm.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Financial Highlights

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

	Three Months Ended September 30,
	2015			2014			Change
Equity in earnings of NuStar Energy	$	18,194		$	17,770		$	424
General and administrative expenses	(825		)	(877		)	52
Other (expense) income, net	(3		)	354			(357		)
Interest expense, net	(234		)	(216		)	(18		)
Income before income tax (expense) benefit	17,132			17,031			101
Income tax (expense) benefit	(215		)	608			(823		)
Net income	$	16,917		$	17,639		$	(722	)
Basic and diluted net income per unit	$	0.39		$	0.41		$	(0.02	)

The following table summarizes NuStar Energy’s statement of comprehensive income data:

	Three Months Ended September 30,
	2015		2014		Change
	(Unaudited, Thousands of Dollars, Except Per Unit Data)
Revenues	$	493,566	$	794,422	$	(300,856	)
Cost of product sales	193,958		509,794		(315,836		)
Operating expenses	122,634		115,964		6,670
Depreciation and amortization expense	50,272		46,118		4,154
Segment operating income	126,702		122,546		4,156
General and administrative expenses	23,679		24,967		(1,288		)
Other depreciation and amortization expense	2,029		2,481		(452		)
Operating income	$	100,994	$	95,098	$	5,896
Income from continuing operations	$	65,016	$	59,117	$	5,899
Income from discontinued operations, net of tax	—		2,831		(2,831		)
Net income	$	65,016	$	61,948	$	3,068
Net income per unit applicable to limited partners	$	0.68	$	0.64	$	0.04
Cash distributions per unit applicable to limited partners	$	1.095	$	1.095	$	—

15

NuStar Energy’s net income increased $3.1 million for the three months ended September 30, 2015, compared to the three months ended September 30, 2014, primarily due to an increase of $4.2 million in NuStar Energy’s segment operating income, resulting mainly from improvements in its storage and pipeline segments.

Equity in earnings of NuStar Energy

The following table summarizes our equity in earnings of NuStar Energy:

	Three Months Ended September 30,
	2015			2014			Change
	(Thousands of Dollars)
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
General partner interest	$	1,084		$	1,025		$	59
General partner incentive distribution rights	10,805			10,805			—
General partner’s interest in earnings and incentive distributions         of NuStar Energy	11,889			11,830			59
Limited partner interest in earnings of NuStar Energy	7,026			6,661			365
Amortization of step-up in basis related to NuStar Energy’s assets        and liabilities	(721		)	(721		)	—
Equity in earnings of NuStar Energy	$	18,194		$	17,770		$	424

Our equity in earnings related to our general and limited partner interests in NuStar Energy increased $0.4 millionfor the three months ended September 30, 2015, compared to the three months ended September 30, 2014, due to an increase in NuStar Energy’s net income.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Financial Highlights

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

	Nine Months Ended September 30,
	2015			2014			Change
Equity in earnings of NuStar Energy	$	62,284		$	48,899		$	13,385
General and administrative expenses	(2,697		)	(2,629		)	(68		)
Other income, net	536			567			(31		)
Interest expense, net	(661		)	(669		)	8
Income before income tax (expense) benefit	59,462			46,168			13,294
Income tax (expense) benefit	(213		)	885			(1,098		)
Net income	$	59,249		$	47,053		$	12,196
Basic and diluted net income per unit	$	1.38		$	1.10		$	0.28

16

The following table summarizes NuStar Energy’s statement of comprehensive income data:

	Nine Months Ended September 30,
	2015		2014			Change
	(Unaudited, Thousands of Dollars, Except Per Unit Data)
Revenues	$	1,619,121	$	2,393,380		$	(774,259	)
Cost of product sales	738,074		1,578,508			(840,434		)
Operating expenses	355,419		337,566			17,853
Depreciation and amortization expense	151,120		135,151			15,969
Segment operating income	374,508		342,155			32,353
General and administrative expenses	75,425		68,986			6,439
Other depreciation and amortization expense	6,403		7,614			(1,211		)
Operating income	$	292,680	$	265,555		$	27,125
Income from continuing operations	$	246,466	$	159,300		$	87,166
Income (loss) from discontinued operations, net of tax	774		(2,316		)	3,090
Net income	$	247,240	$	156,984		$	90,256
Net income per unit applicable to limited partners	$	2.69	$	1.56		$	1.13
Cash distributions per unit applicable to limited partners	$	3.285	$	3.285		$	—

NuStar Energy’s net income increased $90.3 million for the nine months ended September 30, 2015, compared to the nine months ended September 30, 2014, primarily due to an increase of $32.4 million in its segment operating income, resulting mainly from improvements in NuStar Energy’s pipeline and storage segments, and a $56.3 million gain associated with the Linden Acquisition.

Equity in earnings of NuStar Energy

The following table summarizes our equity in earnings of NuStar Energy:

	Nine Months Ended September 30,
	2015			2014			Change
	(Thousands of Dollars)
NuStar GP Holdings’ Equity in Earnings of NuStar Energy:
General partner interest	$	4,297		$	2,498		$	1,799
General partner incentive distribution rights	32,415			32,415			—
General partner’s interest in earnings and incentive distributions         of NuStar Energy	36,712			34,913			1,799
Limited partner interest in earnings of NuStar Energy	27,735			16,149			11,586
Amortization of step-up in basis related to NuStar Energy’s assets         and liabilities	(2,163		)	(2,163		)	—
Equity in earnings of NuStar Energy	$	62,284		$	48,899		$	13,385

Our equity in earnings related to our general and limited partner interests in NuStar Energy increased $13.4 millionfor the nine months ended September 30, 2015, compared to the nine months ended September 30, 2014, due to an increase in NuStar Energy’s net income.

17

TRENDS AND OUTLOOK

We expect our equity in earnings of NuStar Energy to increase or decrease consistent with NuStar Energy’s earnings.

Current Market Conditions

Since late 2014, the price of crude oil and refined products has declined significantly. This market presents challenges for crude oil producers, and many have reduced capital spending and drilling activity or begun to narrow their focus to assets in the most cost-advantaged regions. On the other hand, refiners benefit from lower crude prices, to the extent the lower feedstock price has been coupled with higher demand for certain refined products.

NuStar Energy believes it has minimal direct exposure to the risks associated with fluctuating commodity prices, due to the fact that most of its commercial contracts are long-term and require its customers to agree to take-or-pay arrangements for committed storage or throughput capacity. In addition, NuStar Energy believes the diversity of services it provides, coupled with the fact that its assets are located in cost-advantaged regional markets across the country and around the world, serve to mitigate the short-term impact of low crude and refined products prices on its results of operations. However, a protracted period of depressed crude oil prices could have a negative impact on demand for some of its pipeline services in the Eagle Ford region and its associated future earnings.

NuStar Energy expects this lower commodity price environment to continue through the remainder of this year and the first half of 2016, but expects to see a modest recovery in the back half of next year.

NuStar Energy’s Pipeline Segment

NuStar Energy expects its pipeline segment to continue to benefit from pipeline expansion projects completed in 2014 and the first half of 2015 that increased its Eagle Ford System’s overall capacity. In addition, NuStar Energy expects the remainder of the year to benefit from the July 1, 2015 tariff increase on its pipelines subject to regulation by the Federal Energy Regulatory Commission (FERC). Although NuStar Energy expects its fourth quarter 2015 earnings to be lower than third quarter 2015 due to turnaround activity at some of its customers’ refineries and reduced throughput volumes on its Eagle Ford System due to lower domestic shale production, NuStar Energy expects its fourth quarter 2015 pipeline segment earnings to be comparable to the fourth quarter 2014. Further, NuStar Energy expects its full-year earnings for 2015 to exceed 2014 earnings, due to the benefit of increased capacity in its Eagle Ford System, as well as the FERC pipeline tariff increase.

NuStar Energy’s Storage Segment

NuStar Energy expects storage segment earnings for the fourth quarter 2015 to exceed the fourth quarter 2014, but be lower than the third quarter 2015, due to several factors. NuStar Energy’s storage segment should continue to benefit from the Linden Acquisition that it closed January 2015. NuStar Energy has also successfully renewed customer contracts at several of its terminal facilities. In addition, NuStar Energy expects to receive insurance proceeds in fourth quarter 2015 for Hurricane Sandy damage at its Linden terminal. However, NuStar Energy expects that the reduced throughput on its Eagle Ford System described above will also result in lower throughputs in the fourth quarter at its Corpus Christi North Beach terminal. NuStar Energy expects the full-year earnings for 2015 to exceed 2014 mainly due to the Linden Acquisition, favorable renewals of storage contracts at several of its terminal facilities and higher year-over-year throughputs at its Corpus Christi North Beach terminal.

NuStar Energy expects that its reliability capital spending in the last half of 2015 will significantly exceed the first half of 2015 due to required tank inspections and various other regulatory requirements mainly related to its storage segment.

NuStar Energy’s Fuels Marketing Segment

NuStar Energy expects fourth quarter 2015 results for its fuels marketing segment to exceed the fourth quarter 2014 and the third quarter 2015. NuStar Energy expects full-year 2015 results in this segment to be lower than 2014 results mainly due to weaker margins across the segment. However, earnings in this segment, as in any margin-based business, are subject to many factors that can increase or reduce margins, which may cause the segment’s actual results to vary significantly from its forecast.

NuStar Energy’s outlook for the partnership, both overall and for any of its segments, may change, as it bases its expectations on its continuing evaluation of a number of factors, many of which are outside its control, including the price of crude oil, the state of the economy, changes to refinery maintenance schedules, demand for crude oil, refined products and anhydrous ammonia, demand for its transportation and storage services and changes in laws or regulations affecting its assets.

18

LIQUIDITY AND CAPITAL RESOURCES

General

Our cash flows consist of distributions from NuStar Energy on our partnership interests, including the incentive distribution rights that we own. Due to our ownership of NuStar Energy’s incentive distribution rights, our portion of NuStar Energy’s total distributions may exceed our ownership interest in NuStar Energy. Our primary cash requirements are for distributions to members, capital contributions to maintain our 2% general partner interest in NuStar Energy in the event that NuStar Energy issues additional units, debt service requirements, if any, benefit plan funding and general and administrative expenses. In addition, because NuStar GP, LLC, a wholly owned subsidiary of NuStar GP Holdings, elected to be treated as a taxable entity in August 2006, we may be required to pay income taxes, which may exceed the amount of tax expense recorded in the consolidated financial statements. We expect to fund our cash requirements primarily with the quarterly cash distributions we receive from NuStar Energy and borrowings under our revolving credit facility, if necessary. Additionally, NuStar Energy reimburses us for all costs incurred on its behalf, which are primarily employee-related costs.

Cash Distributions from NuStar Energy

NuStar Energy distributes all of its available cash within 45 days following the end of each quarter based on the partnership interests outstanding as of a record date that is set after the end of each quarter. The following table reflects the cash distributions earned for the periods shown with respect to our ownership interests in NuStar Energy and our incentive distribution rights:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit applicable to limited partners	$	1.095		$	1.095		$	3.285		$	3.285
Total cash distributions by NuStar Energy to all partners	$	98,051		$	98,051		$	294,153		$	294,153
Cash distributions we received from NuStar Energy:
General partner interest	$	1,961		$	1,961		$	5,883		$	5,883
General partner incentive distribution	10,805			10,805			32,415			32,415
Limited partner interest – common units	11,318			11,380			33,846			33,814
Total cash distributions to us	$	24,084		$	24,146		$	72,144		$	72,112
Distributions to us as a percentage of total cash      distributions	24.6		%	24.6		%	24.5		%	24.5		%

Cash Flows for the Nine Months Ended September 30, 2015 and September 30, 2014

Cash distributions received from NuStar Energy were $71.9 million for each of the nine months ended September 30, 2015 and 2014, respectively. The cash distributions we received were used principally to fund distributions to our unitholders, totaling $70.2 million for the nine months ended September 30, 2015 and $69.7 million for the nine months ended September 30, 2014.

Credit Facility

As of September 30, 2015, we had outstanding borrowings of $26.0 million and availability of $24.0 million for borrowings under the revolving credit facility. Interest on the revolving credit facility is based upon, at our option, either an alternative base rate or a LIBOR-based rate. As of September 30, 2015, the weighted-average interest rate was 2.3%. Our management believes that we are in compliance with the covenants of the revolving credit facility as of September 30, 2015. Please refer to Note 7 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a more detailed discussion on our revolving credit facility.

Pension Plan Funding

Please refer to Note 11 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for contributions to the pension plan.

19

Cash Distributions to Unitholders

Our limited liability company agreement requires that, within 50 days after the end of each quarter, we distribute all of our available cash to the holders of record of our units on the applicable record date. Available cash is defined as all cash on hand at the end of any calendar quarter less the amount of cash reserves necessary or appropriate, as determined in good faith by our board of directors, to service debt we may incur, if any, and to fund general and administrative expenses, future distributions and other miscellaneous uses of cash. The following table reflects our cash distributions applicable to the period in which the distributions were earned:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit	$	0.545	$	0.545	$	1.635	$	1.635
Total cash distributions	$	23,388	$	23,351	$	70,164	$	69,849

Contingencies

We are not currently a party to any material legal proceedings and have not recorded any accruals for loss contingencies. NuStar Energy is a party to claims and legal proceedings arising in the ordinary course of its business, which it believes are not material to its financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on NuStar Energy’s results of operations and ability to pay distributions, which would impact our results of operations and ability to pay distributions.

RELATED PARTY TRANSACTIONS

Please refer to Note 3 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for total transactions charged to and amounts due from related parties, and a description of the agreements.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our critical accounting policies are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

NEW ACCOUNTING PRONOUNCEMENTS

Please refer to Note 1 of the Condensed Notes to Consolidated Financial Statements in Item 1. “Financial Statements” for a detailed discussion of new accounting pronouncements.

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

None.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of September 30, 2015.

(b) Changes in internal control over financial reporting.

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21

PART II – OTHER INFORMATION

Item 6. Exhibits

Exhibit Number		Description
10.01		Amendment No. 2 to Letter of Credit Agreement and Subsidiary Guaranty Agreement dated as of August 19, 2015 among NuStar Logistics, L.P., NuStar Energy L.P., the Lenders party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Bank and Administrative Agent (incorporated by reference to Exhibit 10.01 to NuStar Energy L.P.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No. 001-16417))
*31.01		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer
*31.02		Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer
**32.01		Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal executive officer
**32.02		Section 1350 Certification (under Section 906 of the Sarbanes-Oxley Act of 2002) of principal financial officer
*101.INS		XBRL Instance Document
*101.SCH		XBRL Taxonomy Extension Schema Document
*101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB		XBRL Taxonomy Extension Label Linkbase Document
*101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith.
**	Furnished herewith.

22

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, thereunto duly authorized.

NUSTAR GP HOLDINGS, LLC

(Registrant)

By:	/s/ Bradley C. Barron
	Bradley C. Barron
	President and Chief Executive Officer
	November 5, 2015
By:	/s/ Thomas R. Shoaf
	Thomas R. Shoaf
	Executive Vice President and Chief Financial Officer
	November 5, 2015
By:	/s/ Jorge A. del Alamo
	Jorge A. del Alamo
	Senior Vice President and Controller
	November 5, 2015

23

EX-31.01

Exhibit 31.01

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Bradley C. Barron, certify that:

1. I have reviewed this quarterly report on Form 10-Q of NuStar GP Holdings, LLC (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2015

/s/ Bradley C. Barron

Bradley C. Barron

President and Chief Executive Officer

EX-31.02

Exhibit 31.02

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas R. Shoaf, certify that:

1. I have reviewed this quarterly report on Form 10-Q of NuStar GP Holdings, LLC (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2015

/s/ Thomas R. Shoaf

Thomas R. Shoaf

Executive Vice President and Chief Financial Officer

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NuStar GP Holdings, LLC (the Company) on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Bradley C. Barron, President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bradley C. Barron

Bradley C. Barron

President and Chief Executive Officer

November 5, 2015

EX-32.02

Exhibit 32.02

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NuStar GP Holdings, LLC (the Company) on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas R. Shoaf, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas R. Shoaf

Thomas R. Shoaf

Executive Vice President and Chief Financial Officer

November 5, 2015

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MEMBERS' EQUITY Table 2 (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance as of January 1, 2015	$ (5,775)
Other comprehensive income (loss)	(3,113)
Balance as of September 30, 2015	(8,888)
Share of NuStar Energy's Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance as of January 1, 2015	(10,082)
Other comprehensive income (loss) before reclassification adjustments	(2,293)
Amounts reclassified to general and administrative expenses (a)	0
Other comprehensive income (loss)	(2,293)
Balance as of September 30, 2015	(12,375)
Pension and Other Postretirement Benefit Plan Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance as of January 1, 2015	4,307
Other comprehensive income (loss) before reclassification adjustments	0
Amounts reclassified to general and administrative expenses (a)	(820)
Other comprehensive income (loss)	(820)
Balance as of September 30, 2015	3,487
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance as of January 1, 2015	(5,775)
Other comprehensive income (loss) before reclassification adjustments	(2,293)
Amounts reclassified to general and administrative expenses (a)	(820)
Other comprehensive income (loss)	(3,113)
Balance as of September 30, 2015	$ (8,888)

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DISTRIBUTIONS FROM NUSTAR ENERGY Table 2 (Details) - NuStar Energy [Member] - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended					9 Months Ended
	Oct. 30, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Distributions from NuStar Energy (dates and totals)
NuStar Energy's cash distributions per unit applicable to limited partners (distribution earned)		$ 1.095	$ 1.095	$ 1.095	$ 1.095	$ 1.095	$ 3.285	$ 3.285
NuStar Energy's total cash distributions (distribution earned)		$ 98,051	$ 98,051	$ 98,051	$ 98,051	$ 98,051	$ 294,153	$ 294,153
NuStar Energy's distribution date of record (distribution earned)		Nov. 09, 2015	Aug. 07, 2015	May 08, 2015	Feb. 09, 2015
NuStar Energy's distribution payment date (distribution earned)		Nov. 13, 2015	Aug. 13, 2015	May 14, 2015	Feb. 13, 2015
Subsequent Event [Member]
Distributions from NuStar Energy (dates and totals)
NuStar Energy's distribution announcement date (distribution earned)	Oct. 30, 2015

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INVESTMENT IN NUSTAR ENERGY Narrative (Details) - NuStar Energy [Member]	Jan. 02, 2015	Feb. 26, 2014
Axeon [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment percent voting interest sold		50.00%
Ownership percentage by acquiring entity		100.00%
Linden Acquisition [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment acquisition, ownership interest before transaction	50.00%
Equity method investment acquisition, ownership interest after transaction	100.00%

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NET INCOME PER UNIT Narrative (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding options to purchase NuStar GP Holdings units	0	0

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CREDIT FACILITY Narrative (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Line of Credit Facility [Line Items]
Outstanding borrowings	$ 26,000,000	$ 26,000,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Borrowing capacity	50,000,000.0
Letters of credit capacity	$ 10,000,000.0
Collateral	Our obligations under our revolving credit facility are guaranteed by Riverwalk Holdings, LLC (Riverwalk), a wholly owned subsidiary. Riverwalk pledged 1,792,918 NuStar Energy units that it owns to secure its guarantee.
Outstanding borrowings	$ 26,000,000
Borrowing availability	$ 24,000,000
Weighted-average interest rate	2.30%
Revolving Credit Facility [Member] | NuStar Energy Consolidated Debt Coverage Ratio [Member]
Line of Credit Facility [Line Items]
Covenant terms	In addition, the revolving credit facility requires NuStar Energy to maintain, as of the end of each rolling period of four consecutive fiscal quarters, a consolidated debt coverage ratio not to exceed 5.00-to-1.00. However, if NuStar Energy consummates one or more acquisitions for an aggregate net consideration of at least $50.0 million, the maximum consolidated debt coverage ratio will increase to 5.50-to-1.00 for two rolling periods.
NuStar Energy's consolidated debt coverage ratio	4.4
Revolving Credit Facility [Member] | Cash Distributions Covenant [Member]
Line of Credit Facility [Line Items]
Covenant terms	We are also required to receive cash distributions of at least $16.0 million in respect of our ownership interests in NuStar Energy each fiscal quarter

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

We segregate the inputs used in measuring fair value into three levels: Level 1, defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists.

The following liabilities are measured at fair value on a recurring basis and are reported in “Accrued compensation expense” on the consolidated balance sheets:

	Level 1		Level 2		Level 3		Total
	(Thousands of Dollars)
September 30, 2015:
NuStar Energy restricted units and performance awards	$	8,972	$	—	$	—	$	8,972
December 31, 2014:
NuStar Energy restricted units and performance awards	$	5,369	$	—	$	—	$	5,369

Fair Value of Financial Instruments

We recognize cash equivalents, receivables, payables and short-term debt in our consolidated balance sheets at their carrying amounts. The fair values of these financial instruments approximate their carrying amounts. The fair value of our short-term debt would fall in Level 2 of the fair value hierarchy.

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NET INCOME PER UNIT Table (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Effect of dilutive securities	0	55,208	0	28,477
Weighted-average number of diluted units outstanding	42,913,969	42,757,393	42,913,675	42,700,860

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RELATED PARTY TRANSACTIONS Narrative 1 (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Related Party Transactions [Abstract]
Receivable from related parties	$ 16,418	$ 15,704
Long-term receivable from related party	$ 30,550	$ 33,537

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INVESTMENT IN NUSTAR ENERGY Table 3 (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Reconcilliation of NuStar Energy’s total partners’ equity to our investment in NuStar Energy
NuStar GP Holdings’ ownership interest in NuStar Energy	15.00%
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity	$ 248,085	$ 255,715
Step-up in basis related to NuStar Energy’s assets and liabilities, including equity method goodwill, and other	71,940	71,267
Investment in NuStar Energy	320,025	326,982
NuStar Energy [Member]
Reconcilliation of NuStar Energy’s total partners’ equity to our investment in NuStar Energy
NuStar Energy’s partners’ equity	$ 1,653,900	$ 1,716,210
NuStar GP Holdings’ ownership interest in NuStar Energy	15.00%	14.90%

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EMPLOYEE BENEFIT PLANS Narrative (Details) $ in Millions	3 Months Ended
	Sep. 30, 2015 USD ($)
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]
Defined benefit plan employer contribution	$ 8.0

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RELATED PARTY TRANSACTIONS Table (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Related Party Transactions [Abstract]
Expenses for payroll, employee benefit plans and unit-based compensation	$ 49,864	$ 49,793	$ 150,598	$ 144,146
Other expenses	$ 184	$ 197	$ 402	$ 377

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RELATED PARTY TRANSACTIONS Narrative 2 (Details) - NuStar Energy LP [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Related Party Transaction [Line Items]
Services Agreement, description			The GP Services Agreement provides that NuStar GP, LLC will furnish administrative and certain operating services necessary to conduct the business of NuStar Energy. All employees providing services to both NuStar GP Holdings and NuStar Energy are employed by NuStar GP, LLC; therefore, NuStar Energy reimburses NuStar GP, LLC for all employee costs, other than the expenses allocated to NuStar GP Holdings
Administrative services expense	$ 0.4	$ 0.4	$ 1.3	$ 1.3

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DISTRIBUTIONS FROM NUSTAR ENERGY

9 Months Ended

Sep. 30, 2015

DISTRIBUTIONS FROM NUSTAR ENERGY [Abstract]

DISTRIBUTIONS FROM NUSTAR ENERGY

DISTRIBUTIONS FROM NUSTAR ENERGY

The following table reflects the allocation of NuStar Energy’s cash distributions earned for the periods indicated among its general and limited partners:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars, Except Per Unit Data)
General partner interest	$	1,961	$	1,961	$	5,883	$	5,883
General partner incentive distribution	10,805		10,805		32,415		32,415
Total general partner distribution	12,766		12,766		38,298		38,298
Limited partner distribution	11,318		11,380		33,846		33,814
Total distributions to NuStar GP Holdings	24,084		24,146		72,144		72,112
Public unitholders’ distributions	73,967		73,905		222,009		222,041
Total cash distributions	$	98,051	$	98,051	$	294,153	$	294,153
Cash distributions per unit applicable to limited partners	$	1.095	$	1.095	$	3.285	$	3.285

The following table summarizes information related to NuStar Energy’s quarterly cash distributions:

Quarter Ended	Cash Distributions Per Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2015 (a)	$	1.095	$	98,051	November 9, 2015	November 13, 2015
June 30, 2015	$	1.095	$	98,051	August 7, 2015	August 13, 2015
March 31, 2015	$	1.095	$	98,051	May 8, 2015	May 14, 2015
December 31, 2014	$	1.095	$	98,051	February 9, 2015	February 13, 2015

(a) The distribution was announced on October 30, 2015.

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DISTRIBUTIONS FROM NUSTAR ENERGY Table 1 (Details) - NuStar Energy [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended					9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
The allocation of NuStar Energy’s cash distributions earned for the periods indicated among its general and limited partners
General partner interest	$ 1,961				$ 1,961	$ 5,883	$ 5,883
General partner incentive distribution	10,805				10,805	32,415	32,415
Total general partner distribution	12,766				12,766	38,298	38,298
Limited partner distribution	11,318				11,380	33,846	33,814
Total distributions to NuStar GP Holdings	24,084				24,146	72,144	72,112
Public unitholders’ distributions	73,967				73,905	222,009	222,041
Total cash distributions	$ 98,051	$ 98,051	$ 98,051	$ 98,051	$ 98,051	$ 294,153	$ 294,153
Cash distributions per unit applicable to limited partners	$ 1.095	$ 1.095	$ 1.095	$ 1.095	$ 1.095	$ 3.285	$ 3.285

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MEMBERS' EQUITY Table 3 (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended					9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Our cash distributions applicable to the period in which the distributions were earned
Cash distributions per unit	$ 0.545	$ 0.545	$ 0.545	$ 0.545	$ 0.545	$ 1.635	$ 1.635
Total cash distributions	$ 23,388	$ 23,388	$ 23,388	$ 23,403	$ 23,351	$ 70,164	$ 69,849

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 266	$ 2,840
Receivable from related parties	16,418	15,704
Income tax receivable	1,211	1,211
Other receivables	0	91
Deferred income tax assets, net	2,278	724
Other current assets	231	491
Total current assets	20,404	21,061
Investment in NuStar Energy L.P.	320,025	326,982
Long-term receivable from related party	30,550	33,537
Deferred income tax assets, net	1,752	3,570
Total assets	372,731	385,150
Current liabilities:
Short-term debt	26,000	26,000
Accounts payable	404	620
Accrued compensation expense	13,893	9,944
Accrued liabilities	475	437
Taxes other than income tax	1,373	1,751
Total current liabilities	42,145	38,752
Long-term liabilities	$ 33,396	$ 35,562
Commitments and contingencies (Note 8)
Members’ equity	$ 306,078	$ 316,611
Accumulated other comprehensive loss	(8,888)	(5,775)
Total members’ equity	297,190	310,836
Total liabilities and members’ equity	$ 372,731	$ 385,150

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EMPLOYEE BENEFIT PLANS Table (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Pension Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	$ 1,919	$ 2,012	$ 5,757	$ 6,036
Interest cost	1,097	1,056	3,291	3,169
Expected return on assets	(1,254)	(1,144)	(3,762)	(3,432)
Amortization of prior service credit	(516)	(516)	(1,547)	(1,548)
Amortization of net loss (gain)	461	197	1,383	(18)
Other (b)	0	175	0	(39)
Net periodic benefit cost (income)	1,707	1,780	5,122	4,168
Other Postretirement Benefit Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	118	94	354	282
Interest cost	111	93	334	279
Expected return on assets	0	0	0	0
Amortization of prior service credit	(285)	(286)	(857)	(858)
Amortization of net loss (gain)	67	29	201	85
Other (b)	0	0	0	0
Net periodic benefit cost (income)	$ 11	$ (70)	$ 32	$ (212)

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INVESTMENT IN NUSTAR ENERGY

9 Months Ended

Sep. 30, 2015

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENT IN NUSTAR ENERGY

INVESTMENT IN NUSTAR ENERGY

On January 2, 2015, NuStar Energy acquired full ownership of a refined products terminal in Linden, NJ (the Linden Acquisition). Prior to the acquisition, the terminal operated as a joint venture between NuStar Energy and Linden Holding Corp, with each party owning 50%.

On February 26, 2014, NuStar Energy sold its remaining 50% ownership interest in NuStar Asphalt LLC (the 2014 Asphalt Sale) to Lindsay Goldberg LLC (Lindsay Goldberg), a private investment firm. Effective February 27, 2014, NuStar Asphalt LLC changed its name to Axeon Specialty Products LLC (Axeon). Lindsay Goldberg now owns 100% of Axeon.

Summary Financial Information

Condensed consolidated financial information reported by NuStar Energy is presented below:

	September 30, 2015		December 31, 2014
	(Thousands of Dollars)
Balance Sheet Information:
Current assets	$	338,357	$	389,147
Property, plant and equipment, net	3,656,273		3,460,732
Goodwill	704,404		617,429
Other non-current assets	436,097		451,488
Total assets	$	5,135,131	$	4,918,796
Current liabilities	$	255,373	$	365,192
Long-term debt	3,109,359		2,749,452
Other non-current liabilities	116,499		87,942
Total liabilities	3,481,231		3,202,586
NuStar Energy partners’ equity	1,653,900		1,716,210
Total liabilities and partners’ equity	$	5,135,131	$	4,918,796

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars)
Statement of Comprehensive Income Information:
Revenues	$	493,566	$	794,422	$	1,619,121	$	2,393,380
Operating income	$	100,994	$	95,098	$	292,680	$	265,555
Income from continuing operations	$	65,016	$	59,117	$	246,466	$	159,300
Income (loss) from discontinued operations, net of tax	—		2,831		774		(2,316		)
Net income	$	65,016	$	61,948	$	247,240	$	156,984

Other

Our investment in NuStar Energy reconciles to NuStar Energy’s partners’ equity as follows:

	September 30, 2015			December 31, 2014
	(Thousands of Dollars)
NuStar Energy’s partners’ equity	$	1,653,900		$	1,716,210
NuStar GP Holdings’ ownership interest in NuStar Energy	15.0		%	14.9		%
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity	248,085			255,715
Step-up in basis related to NuStar Energy’s assets and liabilities, including equity method goodwill, and other	71,940			71,267
Investment in NuStar Energy	$	320,025		$	326,982

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STATEMENTS OF CASH FLOWS Table 1 (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Decrease (increase) in current assets:
Receivable from related parties	$ (501)	$ 1,338
Income tax receivable	0	(403)
Other receivables	91	(386)
Other current assets	147	(27)
Increase (decrease) in current liabilities:
Accounts payable	(216)	(303)
Accrued compensation expense	3,949	10,690
Accrued liabilities	38	(136)
Taxes other than income tax	(378)	(316)
Changes in current assets and liabilities	$ 3,130	$ 10,457

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NET INCOME PER UNIT (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Unit [Abstract]

Unit amounts used in the computation of basic and diluted net income (loss) per unit

Unit amounts used in the computation of basic and diluted net income per unit were as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014
Basic units outstanding:
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Diluted units outstanding:
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Effect of dilutive securities	—	55,208	—	28,477
Weighted-average number of diluted units outstanding	42,913,969	42,757,393	42,913,675	42,700,860

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STATEMENTS OF CASH FLOWS Table 2 (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows related to interest and income tax
Cash paid for interest	$ 548	$ 503
Cash refunded for income tax	$ (50)	$ (7)

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ORGANIZATION AND BASIS OF PRESENTATION Narrative (Details)	Sep. 30, 2015 shares
Schedule of Equity Method Investments [Line Items]
Percent ownership in NuStar Energy	15.00%
General partner interest percentage	2.00%
Percent of incentive distribution rights issued by NuStar Energy	100.00%
Maximum percentage of cash distributed by NuStar Energy	23.00%
Common units of NuStar Energy	10,336,364
Percent of limited partner interest	13.00%

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

We had a receivable from related parties of $16.4 million and $15.7 million as of September 30, 2015 and December 31, 2014, respectively, mainly representing payroll, employee benefit plans and unit-based compensation for our employees providing services to NuStar Energy and NuStar Energy’s joint ventures. We also had a long-term receivable from related party of $30.6 million and $33.5 million as of September 30, 2015 and December 31, 2014, respectively, representing long-term employee benefits.

The following table summarizes information pertaining to related party transactions:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars)
Expenses for payroll, employee benefit plans and unit-based compensation	$	49,864	$	49,793	$	150,598	$	144,146
Other expenses	$	184	$	197	$	402	$	377

NuStar Energy

GP Services Agreement. NuStar Energy and NuStar GP, LLC, our wholly owned subsidiary, entered into a services agreement, effective January 1, 2008 (the GP Services Agreement). The GP Services Agreement provides that NuStar GP, LLC will furnish administrative and certain operating services necessary to conduct the business of NuStar Energy. All employees providing services to both NuStar GP Holdings and NuStar Energy are employed by NuStar GP, LLC; therefore, NuStar Energy reimburses NuStar GP, LLC for all employee costs, other than the expenses allocated to NuStar GP Holdings (the Holdco Administrative Services Expense). The GP Services Agreement will terminate on December 31, 2016, renewing automatically every two years unless terminated by either party upon six months’ prior written notice. For each of the three months ended September 30, 2015 and 2014, the Holdco Administrative Services Expense totaled $0.4 million, and $1.3 million for each of the nine months ended September 30, 2015 and 2014.

Axeon

On February 26, 2014, NuStar Energy completed the 2014 Asphalt Sale to Lindsay Goldberg. As a result of the 2014 Asphalt Sale, we ceased reporting transactions between us and Axeon as related party transactions in our consolidated financial statements on February 26, 2014.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Equity in earnings of NuStar Energy L.P.	$ 18,194	$ 17,770	$ 62,284	$ 48,899
General and administrative expenses	(825)	(877)	(2,697)	(2,629)
Other (expense) income, net	(3)	354	536	567
Interest expense, net	(234)	(216)	(661)	(669)
Income before income tax (expense) benefit	17,132	17,031	59,462	46,168
Income tax (expense) benefit	(215)	608	(213)	885
Net income	16,917	17,639	59,249	47,053
Comprehensive income	$ 12,762	$ 16,669	$ 56,136	$ 45,153
Basic net income per unit	$ 0.39	$ 0.41	$ 1.38	$ 1.10
Diluted net income per unit	$ 0.39	$ 0.41	$ 1.38	$ 1.10
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Weighted-average number of diluted units outstanding	42,913,969	42,757,393	42,913,675	42,700,860

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

The following table summarizes information pertaining to related party transactions:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars)
Expenses for payroll, employee benefit plans and unit-based compensation	$	49,864	$	49,793	$	150,598	$	144,146
Other expenses	$	184	$	197	$	402	$	377

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DEI Document - shares	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2015
Document Information [Abstract]
Entity Registrant Name	NuStar GP Holdings, LLC
Entity Central Index Key	0001223786
Trading Symbol	nsh
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Limited Liability Company, Units Outstanding		42,913,969

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DISTRIBUTIONS FROM NUSTAR ENERGY (Tables) - NuStar Energy [Member]

9 Months Ended

Sep. 30, 2015

Schedule of Equity Method Investments [Line Items]

Distributions To General and Limited Partners

The following table reflects the allocation of NuStar Energy’s cash distributions earned for the periods indicated among its general and limited partners:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars, Except Per Unit Data)
General partner interest	$	1,961	$	1,961	$	5,883	$	5,883
General partner incentive distribution	10,805		10,805		32,415		32,415
Total general partner distribution	12,766		12,766		38,298		38,298
Limited partner distribution	11,318		11,380		33,846		33,814
Total distributions to NuStar GP Holdings	24,084		24,146		72,144		72,112
Public unitholders’ distributions	73,967		73,905		222,009		222,041
Total cash distributions	$	98,051	$	98,051	$	294,153	$	294,153
Cash distributions per unit applicable to limited partners	$	1.095	$	1.095	$	3.285	$	3.285

Distributions Made to Limited and General Partners, by Distribution

The following table summarizes information related to NuStar Energy’s quarterly cash distributions:

Quarter Ended	Cash Distributions Per Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2015 (a)	$	1.095	$	98,051	November 9, 2015	November 13, 2015
June 30, 2015	$	1.095	$	98,051	August 7, 2015	August 13, 2015
March 31, 2015	$	1.095	$	98,051	May 8, 2015	May 14, 2015
December 31, 2014	$	1.095	$	98,051	February 9, 2015	February 13, 2015

(a) The distribution was announced on October 30, 2015.

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows from Operating Activities:
Net income	$ 59,249	$ 47,053
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of NuStar Energy L.P.	(62,284)	(48,899)
Distributions of equity in earnings from NuStar Energy L.P.	62,284	48,899
Gain on sale of NuStar Energy L.P. limited partner units in connection with unit-based compensation	(536)	(567)
Provision (benefit) for deferred income tax	264	(472)
Changes in current assets and liabilities (Note 6)	3,130	10,457
Decrease in long-term receivable from related party	2,167	8,272
Decrease in long-term liabilities	(2,166)	(8,840)
Other, net	282	219
Net cash provided by operating activities	62,390	56,122
Cash Flows from Investing Activities:
Distributions in excess of equity in earnings from NuStar Energy L.P.	9,661	23,010
Investment in NuStar Energy L.P.	(6,417)	(18,019)
Proceeds from sale of NuStar Energy L.P. units in connection with unit-based compensation	1,956	6,464
Net cash provided by investing activities	5,200	11,455
Cash Flows from Financing Activities:
Proceeds from short-term debt borrowings	0	26,000
Repayment of short-term debt	0	(26,000)
Distributions to unitholders	(70,179)	(69,747)
Proceeds from the exercise of unit options	0	4,127
Other, net	15	(154)
Net cash used in financing activities	(70,164)	(65,774)
Net (decrease) increase in cash and cash equivalents	(2,574)	1,803
Cash and cash equivalents as of the beginning of the period	2,840	1,603
Cash and cash equivalents as of the end of the period	$ 266	$ 3,406

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Contingencies

We are not currently a party to any material legal proceedings and have not recorded any accruals for loss contingencies. NuStar Energy is a party to claims and legal proceedings arising in the ordinary course of its business, which it believes are not material to its financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on NuStar Energy’s results of operations and ability to pay distributions, which would impact our results of operations and ability to pay distributions.

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CREDIT FACILITY

9 Months Ended

Sep. 30, 2015

Line of Credit Facility [Abstract]

CREDIT FACILITY

CREDIT FACILITY

Our revolving credit facility dated June 28, 2013, as most recently amended on June 17, 2015, will mature on June 27, 2016 and has a borrowing capacity of up to $50.0 million, of which up to $10.0 million may be available for letters of credit. Our obligations under our revolving credit facility are guaranteed by Riverwalk Holdings, LLC (Riverwalk), a wholly owned subsidiary. Riverwalk pledged 1,792,918 NuStar Energy units that it owns to secure its guarantee.

As of September 30, 2015, we had outstanding borrowings of $26.0 million and availability of $24.0 million for borrowings under the revolving credit facility. Interest on the revolving credit facility is based upon, at our option, either an alternative base rate or a LIBOR-based rate. As of September 30, 2015, the weighted-average interest rate was 2.3%.

The revolving credit facility contains customary restrictive covenants, such as limitations on indebtedness, liens, dispositions of material property, mergers, asset transfers and certain investing activities. In addition, the revolving credit facility requires NuStar Energy to maintain, as of the end of each rolling period of four consecutive fiscal quarters, a consolidated debt coverage ratio not to exceed 5.00-to-1.00. However, if NuStar Energy consummates one or more acquisitions for an aggregate net consideration of at least $50.0 million, the maximum consolidated debt coverage ratio will increase to 5.50-to-1.00 for two rolling periods.As of September 30, 2015, NuStar Energy’s consolidated debt coverage ratio was 4.4x. We are also required to receive cash distributions of at least $16.0 million in respect of our ownership interests in NuStar Energy each fiscal quarter. Our management believes that we are in compliance with the covenants of the revolving credit facility as of September 30, 2015.

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EMPLOYEE BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2015

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

The components of net periodic benefit cost (income) related to our defined benefit plans

The components of net periodic benefit cost (income) related to our defined benefit plans were as follows:

	Pension Plans (a)						Other Postretirement Benefit Plans
	2015			2014			2015			2014
	(Thousands of Dollars)
For the three months ended September 30:
Service cost	$	1,919		$	2,012		$	118		$	94
Interest cost	1,097			1,056			111			93
Expected return on assets	(1,254		)	(1,144		)	—			—
Amortization of prior service credit	(516		)	(516		)	(285		)	(286		)
Amortization of net loss	461			197			67			29
Other (b)	—			175			—			—
Net periodic benefit cost (income)	$	1,707		$	1,780		$	11		$	(70	)
For the nine months ended September 30:
Service cost	$	5,757		$	6,036		$	354		$	282
Interest cost	3,291			3,169			334			279
Expected return on assets	(3,762		)	(3,432		)	—			—
Amortization of prior service credit	(1,547		)	(1,548		)	(857		)	(858		)
Amortization of net loss (gain)	1,383			(18		)	201			85
Other (b)	—			(39		)	—			—
Net periodic benefit cost (income)	$	5,122		$	4,168		$	32		$	(212	)

(a) Includes amounts related to the pension plan and the excess pension plan.

(b) In 2014, other relates to a settlement credit associated with the supplemental executive retirement plan in the second quarter and a settlement charge associated with the excess pension plan in the third quarter.

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Liabilities measured at fair value on a recurring basis

The following liabilities are measured at fair value on a recurring basis and are reported in “Accrued compensation expense” on the consolidated balance sheets:

	Level 1		Level 2		Level 3		Total
	(Thousands of Dollars)
September 30, 2015:
NuStar Energy restricted units and performance awards	$	8,972	$	—	$	—	$	8,972
December 31, 2014:
NuStar Energy restricted units and performance awards	$	5,369	$	—	$	—	$	5,369

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EMPLOYEE BENEFIT PLANS

9 Months Ended

Sep. 30, 2015

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

In August 2015, we contributed $8.0 million to the pension plan. The components of net periodic benefit cost (income) related to our defined benefit plans were as follows:

	Pension Plans (a)						Other Postretirement Benefit Plans
	2015			2014			2015			2014
	(Thousands of Dollars)
For the three months ended September 30:
Service cost	$	1,919		$	2,012		$	118		$	94
Interest cost	1,097			1,056			111			93
Expected return on assets	(1,254		)	(1,144		)	—			—
Amortization of prior service credit	(516		)	(516		)	(285		)	(286		)
Amortization of net loss	461			197			67			29
Other (b)	—			175			—			—
Net periodic benefit cost (income)	$	1,707		$	1,780		$	11		$	(70	)
For the nine months ended September 30:
Service cost	$	5,757		$	6,036		$	354		$	282
Interest cost	3,291			3,169			334			279
Expected return on assets	(3,762		)	(3,432		)	—			—
Amortization of prior service credit	(1,547		)	(1,548		)	(857		)	(858		)
Amortization of net loss (gain)	1,383			(18		)	201			85
Other (b)	—			(39		)	—			—
Net periodic benefit cost (income)	$	5,122		$	4,168		$	32		$	(212	)

(a) Includes amounts related to the pension plan and the excess pension plan.

(b) In 2014, other relates to a settlement credit associated with the supplemental executive retirement plan in the second quarter and a settlement charge associated with the excess pension plan in the third quarter.

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MEMBERS' EQUITY

9 Months Ended

Sep. 30, 2015

Members' Equity [Abstract]

MEMBERS' EQUITY

MEMBERS’ EQUITY

The following table presents changes to our members’ equity (in thousands of dollars):

Balance as of December 31, 2014	$	310,836
Net income	59,249
Distributions to unitholders	(70,179		)
Other comprehensive loss	(3,113		)
Unit-based compensation	382
Other	15
Balance as of September 30, 2015	$	297,190

Accumulated Other Comprehensive Loss

The following table presents balances of and changes in accumulated other comprehensive loss by component:

	Share of NuStar Energy’s Other Comprehensive Loss			Pension and Other Postretirement Benefit Plan Adjustments			Total
	(Thousands of Dollars)
Balance as of January 1, 2015	$	(10,082	)	$	4,307		$	(5,775	)
Other comprehensive loss before reclassification adjustments	(2,293		)	—			(2,293		)
Amounts reclassified to general and administrative expenses (a)	—			(820		)	(820		)
Other comprehensive loss	(2,293		)	(820		)	(3,113		)
Balance as of September 30, 2015	$	(12,375	)	$	3,487		$	(8,888	)

(a) These amounts are components of net periodic pension cost (income), and NuStar Energy reimburses us for these employee costs. See Note 11 for further details.

Cash Distributions

The following table summarizes our cash distributions applicable to the period in which the distributions were earned:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit	$	0.545	$	0.545	$	1.635	$	1.635
Total cash distributions	$	23,388	$	23,351	$	70,164	$	69,849

The following table summarizes information related to our quarterly cash distributions:

Quarter Ended	Cash Distributions Per Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2015 (a)	$	0.545	$	23,388	November 9, 2015	November 17, 2015
June 30, 2015	$	0.545	$	23,388	August 7, 2015	August 17, 2015
March 31, 2015	$	0.545	$	23,388	May 8, 2015	May 18, 2015
December 31, 2014	$	0.545	$	23,403	February 9, 2015	February 17, 2015

(a) The distribution was announced on October 30, 2015.

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NET INCOME PER UNIT

9 Months Ended

Sep. 30, 2015

Earnings Per Unit [Abstract]

NET INCOME PER UNIT

NET INCOME PER UNIT

We treat restricted units granted under our long-term incentive plan as participating securities in computing net income per unit pursuant to the two-class method. The computation of diluted net income per unit for the three and nine months ended September 30, 2014 includes the dilutive effect of outstanding options to purchase NuStar GP Holdings units. There were no outstanding options to purchase NuStar GP Holdings units for the three and nine months ended September 30, 2015. Unit amounts used in the computation of basic and diluted net income per unit were as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014
Basic units outstanding:
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Diluted units outstanding:
Weighted-average number of basic units outstanding	42,913,969	42,702,185	42,913,675	42,672,383
Effect of dilutive securities	—	55,208	—	28,477
Weighted-average number of diluted units outstanding	42,913,969	42,757,393	42,913,675	42,700,860

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INVESTMENT IN NUSTAR ENERGY (Tables)

9 Months Ended

Sep. 30, 2015

Equity Method Investments and Joint Ventures [Abstract]

NuStar Energy's Balance Sheet Information

Condensed consolidated financial information reported by NuStar Energy is presented below:

	September 30, 2015		December 31, 2014
	(Thousands of Dollars)
Balance Sheet Information:
Current assets	$	338,357	$	389,147
Property, plant and equipment, net	3,656,273		3,460,732
Goodwill	704,404		617,429
Other non-current assets	436,097		451,488
Total assets	$	5,135,131	$	4,918,796
Current liabilities	$	255,373	$	365,192
Long-term debt	3,109,359		2,749,452
Other non-current liabilities	116,499		87,942
Total liabilities	3,481,231		3,202,586
NuStar Energy partners’ equity	1,653,900		1,716,210
Total liabilities and partners’ equity	$	5,135,131	$	4,918,796

NuStar Energy's Statement of Comprehensive Income Information

Condensed consolidated financial information reported by NuStar Energy is presented below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars)
Statement of Comprehensive Income Information:
Revenues	$	493,566	$	794,422	$	1,619,121	$	2,393,380
Operating income	$	100,994	$	95,098	$	292,680	$	265,555
Income from continuing operations	$	65,016	$	59,117	$	246,466	$	159,300
Income (loss) from discontinued operations, net of tax	—		2,831		774		(2,316		)
Net income	$	65,016	$	61,948	$	247,240	$	156,984

Reconciliation of NuStar Energy’s total partners’ equity to our investment in NuStar Energy

Our investment in NuStar Energy reconciles to NuStar Energy’s partners’ equity as follows:

	September 30, 2015			December 31, 2014
	(Thousands of Dollars)
NuStar Energy’s partners’ equity	$	1,653,900		$	1,716,210
NuStar GP Holdings’ ownership interest in NuStar Energy	15.0		%	14.9		%
NuStar GP Holdings’ share of NuStar Energy’s partners’ equity	248,085			255,715
Step-up in basis related to NuStar Energy’s assets and liabilities, including equity method goodwill, and other	71,940			71,267
Investment in NuStar Energy	$	320,025		$	326,982

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FAIR VALUE MEASUREMENTS Table 1 (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accrued compensation expense:
NuStar Energy restricted units and performance awards	$ 8,972	$ 5,369
Level 1 [Member]
Accrued compensation expense:
NuStar Energy restricted units and performance awards	8,972	5,369
Level 2 [Member]
Accrued compensation expense:
NuStar Energy restricted units and performance awards	0	0
Level 3 [Member]
Accrued compensation expense:
NuStar Energy restricted units and performance awards	$ 0	$ 0

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MEMBERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2015

Members' Equity [Abstract]

Changes in Members’ Equity

The following table presents changes to our members’ equity (in thousands of dollars):

Balance as of December 31, 2014	$	310,836
Net income	59,249
Distributions to unitholders	(70,179		)
Other comprehensive loss	(3,113		)
Unit-based compensation	382
Other	15
Balance as of September 30, 2015	$	297,190

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table presents balances of and changes in accumulated other comprehensive loss by component:

	Share of NuStar Energy’s Other Comprehensive Loss			Pension and Other Postretirement Benefit Plan Adjustments			Total
	(Thousands of Dollars)
Balance as of January 1, 2015	$	(10,082	)	$	4,307		$	(5,775	)
Other comprehensive loss before reclassification adjustments	(2,293		)	—			(2,293		)
Amounts reclassified to general and administrative expenses (a)	—			(820		)	(820		)
Other comprehensive loss	(2,293		)	(820		)	(3,113		)
Balance as of September 30, 2015	$	(12,375	)	$	3,487		$	(8,888	)

(a) These amounts are components of net periodic pension cost (income), and NuStar Energy reimburses us for these employee costs. See Note 11 for further details.

Our cash distributions applicable to the period in which the distributions were earned

The following table summarizes our cash distributions applicable to the period in which the distributions were earned:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Thousands of Dollars, Except Per Unit Data)
Cash distributions per unit	$	0.545	$	0.545	$	1.635	$	1.635
Total cash distributions	$	23,388	$	23,351	$	70,164	$	69,849

Distributions Made to Limited Liability Company (LLC) Member, by Distribution

The following table summarizes information related to our quarterly cash distributions:

Quarter Ended	Cash Distributions Per Unit		Total Cash Distributions		Record Date	Payment Date
			(Thousands of Dollars)
September 30, 2015 (a)	$	0.545	$	23,388	November 9, 2015	November 17, 2015
June 30, 2015	$	0.545	$	23,388	August 7, 2015	August 17, 2015
March 31, 2015	$	0.545	$	23,388	May 8, 2015	May 18, 2015
December 31, 2014	$	0.545	$	23,403	February 9, 2015	February 17, 2015

(a) The distribution was announced on October 30, 2015.

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INVESTMENT IN NUSTAR ENERGY Table 1 (Details) - NuStar Energy [Member] - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Equity Method Investment, Summarized Financial Information, Assets [Abstract]
Current assets	$ 338,357	$ 389,147
Property, plant and equipment, net	3,656,273	3,460,732
Goodwill	704,404	617,429
Other non-current assets	436,097	451,488
Total assets	5,135,131	4,918,796
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract]
Current liabilities	255,373	365,192
Long-term debt	3,109,359	2,749,452
Other non-current liabilities	116,499	87,942
Total liabilities	3,481,231	3,202,586
NuStar Energy partners' equity	1,653,900	1,716,210
Total liabilities and partners’ equity	$ 5,135,131	$ 4,918,796

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MEMBERS' EQUITY Table 4 (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended					9 Months Ended
	Oct. 30, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Distribution Made to Limited Liability Company (LLC) Member [Line Items]
Cash distributions per unit applicable to members (distribution earned)		$ 0.545	$ 0.545	$ 0.545	$ 0.545	$ 0.545	$ 1.635	$ 1.635
Total cash distributions (distribution earned)		$ 23,388	$ 23,388	$ 23,388	$ 23,403	$ 23,351	$ 70,164	$ 69,849
Distribution date of record (distribution earned)		Nov. 09, 2015	Aug. 07, 2015	May 08, 2015	Feb. 09, 2015
Distribution payment date (distribution earned)		Nov. 17, 2015	Aug. 17, 2015	May 18, 2015	Feb. 17, 2015
Subsequent Event [Member]
Distribution Made to Limited Liability Company (LLC) Member [Line Items]
Distribution announcement date (distribution earned)	Oct. 30, 2015

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ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

Organization

NuStar GP Holdings, LLC (NuStar GP Holdings) (NYSE: NSH) is a publicly held Delaware limited liability company. Unless otherwise indicated, the terms “NuStar GP Holdings,” “we,” “our” and “us” are used in this report to refer to NuStar GP Holdings, LLC, to one or more of our consolidated subsidiaries or to all of them taken as a whole.

We have no operations or sources of income or cash flows other than our investment in NuStar Energy L.P. (NuStar Energy) (NYSE: NS). As of September 30, 2015, we owned approximately 15.0% of NuStar Energy, consisting of the following:

• the 2% general partner interest;

• 100% of the incentive distribution rights issued by NuStar Energy, which entitle us to receive increasing percentages of the cash distributed by NuStar Energy, currently at the maximum percentage of 23%; and

• 10,336,364 common units of NuStar Energy representing a 13.0% limited partner interest.

NuStar Energy is a publicly held Delaware limited partnership engaged in the transportation of petroleum products and anhydrous ammonia, the terminalling and storage of petroleum products and the marketing of petroleum products. NuStar Energy has terminal and storage facilities in the United States, Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, and the United Kingdom.

Basis of Presentation

These unaudited condensed consolidated financial statements include the accounts of NuStar GP Holdings and subsidiaries in which it has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation.

We account for our ownership interest in NuStar Energy using the equity method. Therefore, our financial results reflect a portion of NuStar Energy’s net income based on our ownership interest in NuStar Energy. We have no separate operating activities apart from those conducted by NuStar Energy and therefore generate no revenues from operations.

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and all disclosures are adequate. All such adjustments are of a normal recurring nature unless disclosed otherwise. Financial information for the three and nine months ended September 30, 2015 and 2014 included in these Condensed Notes to Consolidated Financial Statements is derived from our unaudited condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

New Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (FASB) issued amended guidance for the presentation of debt issuance costs. Under the amended guidance, debt issuance costs will be presented on the balance sheet as a deduction from the carrying value of the associated debt liability. In August 2015, the FASB issued amended guidance that would allow debt issuance costs related to line-of-credit agreements to continue to be presented as an asset on the balance sheet. The changes are effective for annual and interim periods beginning after December 15, 2015, and retrospective application is required. Early adoption is permitted. We will adopt these provisions January 1, 2016, and we do not expect the amended guidance to have a material impact on our financial position, results of operations or disclosures.

In February 2015, the FASB issued new consolidation guidance that modifies the criterion involved in a reporting organization’s evaluation of whether certain legal entities are subject to consolidation under the standard. The standard is effective for public companies for annual and interim reporting periods beginning after December 15, 2015, using one of two retrospective transition methods. Early adoption is permitted. We will adopt these provisions January 1, 2016, and we do not expect the guidance to have a material impact on our financial position, results of operations or disclosures.

In May 2014, the FASB and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard. In August 2015, the FASB deferred the effective date by one year. The standard is now effective for public entities for annual and interim periods beginning after December 15, 2017, using one of two retrospective transition methods. Early adoption is permitted, but not before the original effective date. We are currently assessing the impact of this new guidance on our financial statements and disclosures, and we have not yet selected a transition method.

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STATEMENTS OF CASH FLOWS

9 Months Ended

Sep. 30, 2015

Statement of Cash Flows [Abstract]

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

Changes in current assets and current liabilities were as follows:

	Nine Months Ended September 30,
	2015			2014
	(Thousands of Dollars)
Decrease (increase) in current assets:
Receivable from related parties	$	(501	)	$	1,338
Income tax receivable	—			(403		)
Other receivables	91			(386		)
Other current assets	147			(27		)
Increase (decrease) in current liabilities:
Accounts payable	(216		)	(303		)
Accrued compensation expense	3,949			10,690
Accrued liabilities	38			(136		)
Taxes other than income tax	(378		)	(316		)
Changes in current assets and current liabilities	$	3,130		$	10,457

Cash flows related to interest and income tax were as follows:

	Nine Months Ended September 30,
	2015			2014
	(Thousands of Dollars)
Cash paid for interest	$	548		$	503
Cash refunded for income tax	$	(50	)	$	(7	)

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INVESTMENT IN NUSTAR ENERGY Table 2 (Details) - NuStar Energy [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income Information:
Revenues	$ 493,566	$ 794,422	$ 1,619,121	$ 2,393,380
Operating income	100,994	95,098	292,680	265,555
Income from continuing operations	65,016	59,117	246,466	159,300
Income (loss) from discontinued operations, net of tax	0	2,831	774	(2,316)
Net income	$ 65,016	$ 61,948	$ 247,240	$ 156,984

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MEMBERS' EQUITY Table 1 (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Changes in Members' Equity [Roll Forward]
Balance as of December 31, 2014			$ 310,836
Net income	$ 16,917	$ 17,639	59,249	$ 47,053
Distributions to unitholders			(70,179)	$ (69,747)
Other comprehensive income (loss)			(3,113)
Unit-based compensation			382
Other			15
Balance as of September 30, 2015	$ 297,190		$ 297,190

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STATEMENTS OF CASH FLOWS (Tables)

9 Months Ended

Sep. 30, 2015

Statement of Cash Flows [Abstract]

Changes in current assets and liabilities

Changes in current assets and current liabilities were as follows:

	Nine Months Ended September 30,
	2015			2014
	(Thousands of Dollars)
Decrease (increase) in current assets:
Receivable from related parties	$	(501	)	$	1,338
Income tax receivable	—			(403		)
Other receivables	91			(386		)
Other current assets	147			(27		)
Increase (decrease) in current liabilities:
Accounts payable	(216		)	(303		)
Accrued compensation expense	3,949			10,690
Accrued liabilities	38			(136		)
Taxes other than income tax	(378		)	(316		)
Changes in current assets and current liabilities	$	3,130		$	10,457

Cash flows related to interest and income tax

Cash flows related to interest and income tax were as follows:

	Nine Months Ended September 30,
	2015			2014
	(Thousands of Dollars)
Cash paid for interest	$	548		$	503
Cash refunded for income tax	$	(50	)	$	(7	)