8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2017

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-32940	85-0470977
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	19003 IH-10 West San Antonio, Texas 78257
	(Address of principal executive offices)
	(210) 918-2000
	(Registrant’s telephone number, including area code)
	Not applicable
	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01    Regulation FD Disclosure.

Senior management of NuStar GP Holdings, LLC (the “Company”) is meeting with members of the investment community at the MLPA 2017 MLP Investor Conference in Orlando, Florida on Wednesday, May 31 and Thursday, June 1, 2017. The slides attached to this report were prepared in connection with, and are being used during, the conference. The slides are included in Exhibit 99.1 to this report and are incorporated herein by reference. The slides will be available in the “Investors” section of the Company’s website at www.nustargpholdings.com at 1:00 p.m. (Eastern Time) on May 31, 2017.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number	Exhibit
Exhibit 99.1	Slides to be used on May 31 and June 1, 2017.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUSTAR GP HOLDINGS, LLC
Date: May 31, 2017	By:	/s/ Amy L. Perry
	Name:	Amy L. Perry
	Title:	Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary

3

EXHIBIT INDEX

Exhibit Number	Exhibit
Exhibit 99.1	Slides to be used on May 31 and June 1, 2017.

4

EX-99.1

Master Limited Partnership Investor Conference 2017 MLPA MAY 31 – June 1, 2017 Exhibit 99.1

Forward-Looking Statements 2 Statements contained in this presentation other than statements of historical fact are forward-looking statements. 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 likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance presented or suggested in this presentation. These forward-looking statements can generally be identified by the words "anticipates," "believes," "expects," "plans," "intends," "estimates," "forecasts," "budgets," "projects," "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. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see NuStar Energy L.P.’s annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the SEC and available on NuStar’s website at www.nustarenergy.com. We use financial measures in this presentation that are not calculated in accordance with generally accepted accounting principles (“non-GAAP”) and our reconciliations of non-GAAP financial measures to GAAP financial measures are located in the appendix to this presentation. These non-GAAP financial measures should not be considered an alternative to GAAP financial measures.

NuStar Overview

Two Publicly Traded Companies 4 IPO Date: 4/16/2001 G.P. Interest in NS Common Unit Price (5/26/17): ~11% Common L.P. Interest in NS Annualized Distribution/Common Unit: $4.38 Incentive Distribution Rights in NS (IDR) Yield (5/26/17): 9.5% ~13% NS Distribution Take Market Capitalization: $4.9 billion IPO Date: 7/19/2006 Enterprise Value: $7.9 billion Unit Price (5/26/17): $26.15 Credit Ratings Annualized Distribution/Unit: $2.18 Moody's: Ba1/Negative Yield (5/26/17): 8.3% S&P: BB+/Stable Market Capitalization: $1.1 billion Fitch: BB/Stable Enterprise Value: $1.2 billion NYSE: NSH NYSE: NS William E. Greehey 9.0 million NSH Units 21.0% Membership Interest Public Unitholders 93.0 million Common 9.1 million Series A Preferred 15.4 million Series B Preferred Other Public Unitholders 33.9 million NSH Units 79.0% Membership Interest

Assets:  81 terminals  More than 96 million barrels of storage capacity  More than 9,200 miles of crude oil and refined product pipelines Corpus Christi, TX – Destination for South Texas Crude Oil Pipeline System St. James, LA – 9.9MM bbls Pt. Tupper, Nova Scotia – 7.8MM bbls Linden, NJ – 4.6MM bbls St. Eustatius – 14.4MM bbls 3.8MM bbls Large and Diverse Geographic Footprint with Assets in Key Locations 5 Navigator Acquisition (Midland Basin) – Crude Oil Gathering, Transportation and Storage

Focus Has Been on De-Risking the Business and Restoring Coverage

De-Risking the Business and Restoring Coverage 7 For the last 3 years, we have been focused on... Strengthening Our Balance Sheet Restoring Our Distribution Coverage De-Risking Our Business Refocusing On Our Core Pipeline and Storage Business With solid execution by our management team and our employees, we have now set the stage for future growth

Percentage of Annual Segment EBITDA1  Refined Product Pipelines  Crude Oil Pipelines  Ammonia Pipeline  Refined Product Terminals  Crude Oil Storage Fuels Marketing  Refined Products Marketing, Bunkering and Fuel Oil Trading  * 2011 percentage includes former asphalt operations and intersegment eliminations Storage Pipeline Successfully De-Risked the Partnership - Exited the Majority of our Margin-Based Businesses 8 2014 2016 2011 45% 51% 4% 1 - Please see slides 31-35 for reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures 49% 34% *17% 49% 50%

Crude 41% Refined Products 49% Other 10% Pipeline Segment – Committed and Diversified Pipeline Receipts by Commodity TTM as of 3/31/17 *Other includes ammonia, naphtha and NGL’s  ~99% committed through take or pay contracts or through structural exclusivity (uncommitted lines serving refinery customers with no competition) Take or Pay Contractual – 29% Structurally Exclusive – 70% Committed1 Pipeline Revenues (3/31/17 annual forecast) 1 – Excludes Navigator Acquisition 9

Storage Segment – Effectively Full 96% of Leasable Storage Effectively Full Storage Lease Utilization (as of 3/31/2017) Storage Lease Renewals (% as of 3/31/2017) 10 36% 45% 19% < 1 Year 1 to 3 Years > 3 Years

$208 $242 $256 $279 $287 $277 $287 $335 $333 $186 $190 $199 $198 $211 $277 $323 $355 $338 2008 2009 2010 2011 2012 2013* 2014 2015 2016 Storage Segment Pipeline Segment * adjusted $610 $394 $432 $455 $477 $498 $554 $690 $671 Historical Pipeline and Storage Segment EBITDA1 ($ in millions) Base Business EBITDA – Consistent Performance in Various Market Conditions Great Recession Backwardated Market Structure Oil Price Crash Shale Boom 1 - Please see slides 31-35 for reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures 11

Coverage Restored in the Midst of Low Crude Oil Price Environment 20 30 40 50 60 70 80 90 100 110 0.7 0.8 0.9 1 1.1 1.2 1.3 7/1/2014 2/1/2015 9/1/2015 4/1/2016 11/1/2016 C ru d e P ri c e C o v e ra g e R a ti o NS Coverage Ratio Price of Crude One-Times 1.07x 0.98x 1.04x 1.12x 1.12x 1.11x 1.08x 1.12x 1.08x 1.07x 1.05x Coverage Ratio1 (Trailing Twelve Months) vs Price of Crude (October 2013 – March 2017) 3Q-16 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 4Q-16 1Q-17* * Adjusted for Common Unit Issuance for Navigator Financing 1 - Please see slides 31-35 for reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures 12

Acquisition Overview Navigator Acquisition Overview

Navigator Acquisition Overview  On May 4th, NuStar acquired 100% of the membership interests in Navigator Energy Services, LLC from First Reserve Energy Infrastructure Fund for $1.475 billion in cash  Navigator owns and operates a leading crude oil gathering, transportation and storage system in the core of the Midland Basin in the Permian  The Permian Basin currently represents approximately 40% of all U.S. onshore rig activity  For the past 18 months, we have actively looked at opportunities in the Permian  For one reason or another, they have not met our acquisition criteria or they included assets that were either too risky or outside of our core areas of expertise  Acquisition provides a meaningful entry into the Permian and a significant growth platform  The addition of Navigator, coupled with NuStar’s existing Eagle Ford position, solidifies NuStar’s presence in two of the most prolific basins in the U.S.  Navigator assets are consistent with NuStar’s existing crude oil operations, with no first purchasing or gas processing exposure 14

Acquisition Overview (continued)  Significant growth prospects through volume ramp from existing producers, bolt-on acquisitions and larger takeaway capacity opportunities  Diversified, high-quality producer portfolio with attractive long-term fee-based contracts  Expected acquisition multiple of high single digits as volumes ramp  Driven by existing producers with more than 500,000 dedicated acres on the system 15

Navigator Highlights  Navigator system located in 5 of the 6 most active counties in the Midland Basin  Midland is one of the most economic, resilient and fastest growing basins in the U.S.  Permian, in aggregate, represents ~40% of all U.S. onshore rig activity  Permian has unparalleled resource potential  Decades of drilling inventory with breakeven economics at $35 - $45/bbl “Core of the Core” of the Midland Basin  System structured with long-term, fixed-fee contracts  Mainline transportation with ~92,000 bbl/d of ship-or-pay volume commitments and nearly 7 year average contract life  Pipeline gathering contract portfolio with an average life of over 10 years  440,000 bbls of storage contracted with an average life of nearly 7 years  Well-diversified customer base, including 16 upstream producers with a meaningful and active presence in the Midland Basin Stable Cash Flow  Rapid volume growth expected in 2017, 2018 and beyond, driven by existing producers with more than 500,000 dedicated acres on the system  Further potential upside from undedicated producers, AMI acreage and improved drilling results / technology Significant Volume Growth  Potential to expand the system organically  Numerous bolt-on acquisition opportunities  Platform enhances ability to develop larger takeaway capacity projects Growth Platform for NuStar  Fully integrated crude system centered around transportation, providing customers with excellent access to multiple downstream end markets  Connection to nearly all destinations in Big Spring, Midland and Colorado City  Newly-built assets with minimal annual maintenance capex expected Newly Constructed/ Well Designed System 16

1 2 3 4 4 5 10 14 15 15 20 26 37 0 25 50 Dawson Borden Ector Irion Crockett Gaines Andrews Glasscock Reagan Upton Howard Martin Midland Navigator is in the Most Active Areas of the Midland  Permian Basin has 362 rigs operating, representing ~40% of all U.S. onshore rig activity - 2.8x the rig count in the Bakken / Eagle Ford combined Navigator Overview:  Fully integrated crude platform  ~625 miles of pipeline with 412,000 bbls/d of current capacity  1 million bbls of storage capacity  Pipeline gathering with over 500,000 dedicated acres  Nearly 5 million acres of “Areas of Mutual Interest,” or “AMI”  Delivery points into Midland, Colorado City and Big Spring Source: Rig count per Baker Hughes data as of 5/26/2017 Rigs by Top U.S. Play Rigs by Permian Sub-Basin Rigs by Midland Counties Navigator Counties 17 19 20 15 6 167 0 100 200 Other Central Basin Platform Midland Delaware 9 25 27 40 45 45 56 86 362 0 200 400 Granite Wash Utica DJ-Niobrara Haynesville Bakken Marcellus Cana Woodford Eagle Ford Permian

Navigator is an Integrated Crude System 18

Navigator Acquisition Financing  The Navigator purchase price was funded by a combination of equity and debt offerings, which is consistent with NuStar's targeted credit profile NuStar GP Holdings IDR Waiver  To demonstrate its strong support for the transaction, NuStar GP Holdings has agreed to temporarily forgo all IDR cash distributions to which it would be entitled from any NuStar Energy L.P. common equity issuances after signing the acquisition agreement:  For a period of ten (10) quarters from the date of the acquisition closing (starting with the distribution for the 2nd quarter of 2017)  Capped at $22 million in the aggregate Common Equity Offering  On April 18, NuStar issued 14.4 million new common units for gross proceeds of ~$665 million (including exercise of overallotment option)  Our offering was the largest ever “wall-crossed” MLP equity offering, as well as the largest MLP equity offering in 2017 19

Perpetual Preferred Offering  On April 28, we issued 15.4 million Series B perpetual preferred units for gross proceeds of $385 million (including exercise of overallotment option)  Fixed distribution rate of 7.625% for five years  Thereafter, floating distribution rate of three-month LIBOR plus 5.643%, callable at par after five years Senior Notes Offering  On April 28, we raised $550 million by issuing 5.625% 10-year senior notes due April 28, 2027 Navigator Acquisition Financing (continued) 20

Navigator Financial Projections  Expect assets to contribute $40 to $60 million of EBITDA1 in 2017  Partially offset by $10 to $20 million of transaction related costs associated with closing the acquisition  See slide 30 for further detail on 2017 guidance estimates  2018 EBITDA multiple expected to be in the low teens  EBITDA multiple expected to be in the high single digits by 2020  Growth capital spending projected to be ~$250 million over the next five years  ~$100 million of spend to occur in 2017, post close, on expansion of the system  Majority of 2017 spend related to expansion of transportation system and gathering extensions 21 1 - Please see slides 31-35 for reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures

Return to Growth

$374 $302 $328 $288 $166 $400 to $440 $316 $143 $96 $1,475 $0 $500 $1,000 $1,500 $2,000 2012 2013 2014 2015 2016 2017 Forecast Internal Growth and Other Acquisitions $262 TexStar Acquisition Expect $400 to $440 Million of Internal Growth Spending in 2017 (Dollars in Millions)  2017 Total Strategic Capital Spending (excluding Navigator Acquisition price), which includes Reliability Capital, is expected to be in the range of $435 to $495 million 2012 to 2017 Average Internal Growth Spend $310 Million per Year Linden JV Acquisition Martin Terminal Acquisition Navigator Acquisition 23 $690 $431

 Several projects have been completed or under development to increase distillate and propane supply throughout the Upper Midwest for an investment of approximately $80 million  Propane supply projects complete and in service  Construction on remaining projects should be completed by the fourth quarter of 2017 Mid-Continent Pipeline & Terminals  Effective in the first quarter of 2017, recently recontracted 9.5 million barrels of storage  Approximately $100 million of facility enhancements with expected completion in 2017 St. Eustatius Terminal  Purchased 1.15 mmbbls of crude and refined products storage for $93mm, net  Assets located adjacent to existing NuStar Corpus Christi North Beach Terminal  Completion of Port of Corpus Christi’s new state-of-the-art dock in 2H 2017 will allow for increased volumes Corpus Christi Terminal Acquisition  Purchased for $1.475 billion  Growth capital spending projected to be ~$250 million over the next five years  ~$100 million of spend to occur in 2017 on expansion of the system Navigator Expansion Base Business Projects and Growth Opportunities – Included in 2017 Guidance 24 Linden Terminal  Constructing 500MBbls of new storage in the New York Harbor  Expected cost of ~$50 million in 2017  Expect to complete construction in the first quarter of 2018

 Expansion of our Permian operations  Expansion of our South Texas Crude Oil Pipeline System  Solution to link the two systems and provide optionality to Corpus Christi, TX  In active discussion with potential shippers  Anticipate launching open season in the near future Crude Oil Pipeline Expansion  South Texas refined product supply opportunities  Gulf coast NGL opportunities Refined Product Pipeline Expansion Terminal Expansion Growth Projects – Currently Evaluating $1.0 to $1.5 Billion  Opportunities to expand Northeast operations  Additional tankage at our St. James Terminal  Renewal opportunities on the East and West Coast 25

Q&A

Appendix

$810 $350 $450 $300 $250 $550 $365 $403 $0 $250 $500 $750 $1,000 $1,250 2017 2018 2019 2020 2021 2022 2027 2038-2041 Sub Notes GO Zone Financing Senior Unsecured Notes Revolver $753 No Debt Maturities until 2018 ($ in Millions) Callable in 2018, but final maturity in 2043 Note: Debt maturities as of 3/31/17, adjusted for Navigator Acquisition 28

Capital Structure after Navigator Acquisition ($ in Millions) As of March 31, 2017 Actual As Adjusted (Unaudited) $1.5 billion Credit Facility $775 $810 NuStar Logistics Notes (4.75%) 250 250 NuStar Logistics Notes (4.80%) 450 450 NuStar Logistics Notes (5.63%) - 550 NuStar Logistics Notes (6.75%) 300 300 NuStar Logistics Notes (7.65%) 350 350 NuStar Logistics Sub Notes (7.63%) 403 403 GO Zone Bonds 365 365 Receivables Financing 61 - Short-term Debt & Other 70 (8) Total Debt $3,024 $3,470 Total Partners’ Equity 1,570 2,600 Total Capitalization $4,594 $6,070  Availability under $1.5 billion Credit Facility (as of March 31, 2017): ~$725 million  Debt to EBITDA1 calculation per Credit Facility of 4.3x (as of March 31, 2017)  As adjusted column includes net proceeds of $657.5 from common equity issuance, $543.8 million from senior note issuance and $372.2 million from Series B perpetual preferred equity issuance used to finance the Navigator acquisition. 1 – Please see slides 31-35 for reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures 29

2017 Guidance Summary ($ in Millions) Annual EBITDA1 G&A Expenses Reliability Capital Spending Strategic Capital Spending Previous Guidance $600 - $650 $100 - $110 $35 - $55 $380 - $420 Impact of Navigator Acquisition $40 - $60 $90 - $110 Transaction related costs Associated with Navigator ($10 - $20) $10 - $20 Impact of Increased Customer Turnaround Activity ($10 - $20) Deferred Strategic Project Spending, Primarily PEMEX LPG Project ($70 - $90) Current Guidance $620 - $670 $110 - $130 $35 - $55 $400 - $440 1 - Please see slides 31-35 for reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures 30

Reconciliation of Non-GAAP Financial Information 31 NuStar Energy L.P. utilizes financial measures, such as earnings before interest, taxes, depreciation and amortization (EBITDA), distributable cash flow (DCF) and distribution coverage ratio, which are not defined in U.S. generally accepted accounting principles (GAAP). Management believes these financial measures provide useful information to investors and other external users of our financial information because (i) they provide additional information about the operating performance of the partnership’s assets and the cash the business is generating and (ii) investors and other external users of our financial statements benefit from having access to the same financial measures being utilized by management and our board of directors when making financial, operational, compensation and planning decisions. Our board of directors and management use EBITDA and/or DCF when assessing the following: (i) the performance of our assets, (ii) the viability of potential projects, (iii) our ability to fund distributions, (iv) our ability to fund capital expenditures and (v) our ability to service debt. In addition, our board of directors uses a distribution coverage ratio, which is calculated based on DCF, as the metric for determining the company-wide bonus and the vesting of performance units awarded to management. Our board of directors believes DCF appropriately aligns management’s interest with our unitholders’ interest in increasing distributions in a prudent manner. DCF is a widely accepted financial indicator used by the master limited partnership (MLP) investment community to compare partnership performance. DCF is used by the MLP investment community, in part, because the value of a partnership unit is partially based on its yield, and its yield is based on the cash distributions a partnership can pay its unitholders. None of these financial measures are presented as an alternative to net income, or for any period presented reflecting discontinued operations, income from continuing operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with GAAP. For purposes of segment reporting, we do not allocate general and administrative expenses to our reported operating segments because those expenses relate primarily to the overall management at the entity level. Therefore, EBITDA reflected in the segment reconciliations exclude any allocation of general and administrative expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure.

Reconciliation of Non-GAAP Financial Information (continued) 32 2008 2009 2010 2011 2012 2013 2014 2015 2016 Operating income 135,086$ 139,869$ 148,571$ 146,403$ 158,590$ 208,293$ 245,233$ 270,349$ 248,238$ Plus depreciation and amortization expense 50,749 50,528 50,617 51,165 52,878 68,871 77,691 84,951 89,554 EBITDA 185,835$ 190,397$ 199,188$ 197,568$ 211,468$ 277,164$ 322,924$ 355,300$ 337,792$ 2008 2009 2010 2011 2012 2013 2014 2015 2016 Operating income (loss) 141,079$ 171,245$ 178,947$ 196,508$ 198,842$ (127,484)$ 183,104$ 217,818$ 214,801$ Plus depreciation and amortization expense 66,706 70,888 77,071 82,921 88,217 99,868 103,848 116,768 118,663 EBITDA 207,785$ 242,133$ 256,018$ 279,429$ 287,059$ (27,616)$ 286,952$ 334,586$ 333,464$ Impact from non-cash goodwill impairment charges 304,453 Adjusted EBITDA 276,837$ 2011 2014 2016 Operating income 71,854$ 24,805$ 3,406$ Plus depreciation and amortization expense 20,949 16 - EBITDA 92,803$ 24,821$ 3,406$ The following is a reconciliation of operating income to EBITDA for the fuels marketing segment (in thousands of dollars): Year Ended December 31, The following is a reconciliation of operating income (loss) to EBITDA for the storage segment (in thousands of dollars): Year Ended December 31, The following is a reconciliation of operating income to EBITDA for the pipeline segment (in thousands of dollars): Year Ended December 31,

Reconciliation of Non-GAAP Financial Information (continued) 33 Consolidated Consolidated Consolidated Income from continuing operations 218,674$ 214,169$ 150,003$ Interest expense, net 81,539 131,226 138,350 Income tax expense 18,555 10,801 11,973 Depreciation and amortization expense 161,773 191,708 216,736 EBITDA from continuing operations 480,541 547,904 517,062 General and administrative expenses 103,050 96,056 98,817 Other expense (income), net 3,573 (4,499) 58,783 Equity in earnings of joint ventures (11,458) (4,796) - Segment EBITDA 575,706$ 634,665$ 674,662$ Segment EBITDA Segment Percentage (a) Segment EBITDA Segment Percentage (a) Segment EBITDA Segment Percentage (a) Pipeline segment (see previous slide for EBITDA reconciliation) 197,568$ 34% 322,924$ 51% 337,792$ 50% Storage segment (see previous slide for EBITDA reconciliation) 279,429 49% 286,952 45% 333,464 49% Fuels marketing segment (see previous slide for EBITDA reconciliation) 92,803 16% 24,821 4% 3,406 1% Elimination/consolidation 5,906 1% (32) - - - Segment EBITDA 575,706$ 100% 634,665$ 100% 674,662$ 100% (a) Segment Percentage calculated as segment EBITDA for each segment divided by total segment EBITDA. The following are the non-GAAP reconciliations of income from continuing operations to EBITDA from continuing operations and for the calculation of EBITDA for each of our segments as a percentage of total segment EBITDA (in thousands of dollars, except percentage data): Year Ended December 31, 2011 Year Ended December 31, 2016Year Ended December 31, 2014

Reconciliation of Non-GAAP Financial Information (continued) 34 Sept. 30, 2014 Dec. 31, 2014 Mar. 31, 2015 Jun. 30, 2015 Sept. 30, 2015 Dec. 31, 2015 Mar. 31, 2016 Jun. 30, 2016 Sept. 30, 2016 Dec. 31, 2016 Mar. 31, 2017 Income from continuing operations (116,202)$ 214,169$ 298,298$ 295,436$ 301,335$ 305,946$ 236,222$ 234,414$ 220,539$ 150,003$ 150,542$ Interest expense, net 132,208 131,226 129,901 129,603 130,044 131,868 133,954 135,359 136,933 138,350 140,641 Income tax expense 14,983 10,801 9,071 10,310 10,281 14,712 15,195 16,361 14,208 11,973 12,028 Depreciation and amortization expense 188,570 191,708 197,935 202,764 206,466 210,210 210,895 211,781 213,426 216,736 220,458 EBITDA from continuing operations 219,559$ 547,904$ 635,205$ 638,113$ 648,126$ 662,736$ 596,266$ 597,915$ 585,106$ 517,062$ 523,669$ Equity in losses (earnings) of joint ventures 11,604 (4,796) (9,102) (5,808) (3,059) - - - - - - Interest expense, net (132,208) (131,226) (129,901) (129,603) (130,044) (131,868) (133,954) (135,359) (136,933) (138,350) (140,641) Reliability capital expenditures (29,862) (28,635) (30,674) (29,464) (32,439) (40,002) (39,221) (44,497) (43,770) (38,155) (37,160) Income tax expense (14,983) (10,801) (9,071) (10,310) (10,281) (14,712) (15,195) (16,361) (14,208) (11,973) (12,028) Distributions from joint venture 8,048 7,587 7,721 6,993 4,208 2,500 - - - - - Mark-to-market impact of hedge transactions (a) (90) 6,125 4,991 (261) (132) (5,651) 152 4,474 5,372 10,317 3,047 Unit-based compensation (b) - - - - - - 1,086 2,208 3,499 5,619 6,621 Other items (c) 323,764 19,732 (34,471) (36,351) (41,628) (44,032) 10,110 11,518 19,185 73,846 74,075 Preferred unit distributions - - - - - - - - - (1,925) (6,738) DCF from continuing operations 385,832$ 405,890$ 434,698$ 433,309$ 434,751$ 428,971$ 419,244$ 419,898$ 418,251$ 416,441$ 410,845$ Less DCF from continuing operations available to general partner 51,064 51,064 51,064 51,064 51,064 51,064 51,064 51,064 51,164 51,284 51,417 (d) DCF from continuing operations available to limited partners 334,768$ 354,826$ 383,634$ 382,245$ 383,687$ 377,907$ 368,180$ 368,834$ 367,087$ 365,157$ 359,428$ Distributions applicable to limited partners 341,140$ 341,140$ 341,140$ 341,140$ 341,140$ 341,140$ 341,140$ 341,140$ 341,798$ 342,598$ 343,485$ (d) Distribution coverage ratio (e) 0.98x 1.04x 1.12x 1.12x 1.12x 1.11x 1.08x 1.08x 1.07x 1.07x 1.05x (d) (a) (b) (c) (d) For the three months ended March 31, 2017, amounts adjusted to exclude distributions that were paid on the 14,375,000 common units that were issued April 18, 2017. (e) Distribution coverage ratio is calculated by dividing DCF from continuing operations available to limited partners by distributions applicable to limited partners. The following is a reconciliation of income from continuing operations to EBITDA from continuing operations and DCF from continuing operations (in thousands of dollars, except ratio data): For the Twelve Months Ended DCF from continuing operations excludes the impact of unrealized mark-to-market gains and losses that arise from valuing certain derivative contracts, as well as the associated hedged inventory. The gain or loss associated with these contracts is realized in DCF from continuing operations when the contracts are settled. In connection with the employee transfer from NuStar GP, LLC on March 1, 2016, we assumed obligations related to awards issued under a long-term incentive plan, and we intend to satisfy the vestings of equity-based awards with the issuance of our units. As such, the expenses related to these awards are considered non-cash and added back to DCF. Certain awards include distribution equivalent rights (DERs). Payments made in connection with DERs are deducted from DCF. Other items mainly consist of (i) adjustments for throughput deficiency payments and construction reimbursements for all periods presented, (ii) a $58.7 million non-cash impairment charge on the Axeon term loan in the fourth quarter of 2016, (iii) a $56.3 million non-cash gain associated with the Linden terminal acquisition in the first quarter of 2015 and (iv) a non-cash goodwill impairment charge totaling $304.5 million in the fourth quarter of 2013.

Reconciliation of Non-GAAP Financial Information (continued) 35 The following are reconciliations of projected net income to projected EBITDA (in thousands of dollars): Current Guidance Previous Guidance Projected net income $ 175,000 - 190,000 $ 210,000 - 240,000 Projected interest expense, net 175,000 - 185,000 150,000 - 155,000 Projected income tax expense 10,000 - 15,000 10,000 - 15,000 Projected depreciation and amortization expense 260,000 - 280,000 230,000 - 240,000 Projected EBITDA $ 620,000 - 670,000 $ 600,000 - 650,000 The following is a reconciliation of projected operating income to projected EBITDA for Navigator (in thousands of dollars): Year Ended December 31, 2017 Projected operating income $ 10,000 - 20,000 Projected depreciation and amortization expense 30,000 - 40,000 Projected EBITDA $ 40,000 - 60,000 For the Four Quarters Ended March 31, 2017 Net income 150,542$ Interest expense, net 140,641 Income tax expense 12,028 Depreciation and amortization expense 220,458 EBITDA 523,669 Other expense (a) 58,472 Mark-to-market impact on hedge transactions (b) 3,047 Pro forma effect of acquisitions (c) 7,758 Material project adjustments (d) 10,515 Consolidated EBITDA, as defined in the Revolving Credit Agreement 603,461$ Total consolidated debt 3,025,584$ NuStar Logistics' 7.625% fixed-to-floating rate subordinated notes (402,500) Proceeds held in escrow associated with the Gulf Opportunity Zone Revenue Bonds (41,476) Consolidated Debt, as defined in the Revolving Credit Agreement 2,581,608$ Consolidated Debt Coverage Ratio (Consolidated Debt to Consolidated EBITDA) 4.3x (a) (b) (c) (d) Year Ended December 31, 2017 This adjustment represents the percentage of the projected Consolidated EBITDA attributable to any Material Project, as defined in the Revolving Credit Agreement, based on the current completion percentage. This adjustment represents the unrealized mark-to-market gains and losses that arise from valuing certain derivative contracts, as well as the associated hedged inventory. The gain or loss associated with these contracts is realized in net income when the contracts are settled. The following is the non-GAAP reconciliation for the calculation of our Consolidated Debt Coverage Ratio, as defined in our $1.5 billion five-year revolving credit agreement (the Revolving Credit Agreement) (in thousands of dollars, except ratio data): This adjustment consists mainly of a $58.7 million non-cash impairment charge on the Axeon term loan in the fourth quarter of 2016. This adjustment represents the pro forma effect of the Martin Terminal Acquisition as if we had completed the acquisition on January 1, 2016.