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PARTNERS' EQUITY | 12 Months Ended
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Dec. 31, 2017
Partners' Capital Notes [Abstract] |
PARTNERS' EQUITY | PARTNERS’ EQUITY Please refer to Note 28 for a discussion of the merger of a subsidiary of ours with and into NuStar GP Holdings, pursuant to which we will become the sole member of NuStar GP Holdings. Amendment of Partnership Agreement In the second quarter of 2017, our general partner amended and restated our partnership agreement in connection with the issuance of the Series B Preferred Units as described below and the Navigator Acquisition to waive up to an aggregate $22.0 million of the quarterly incentive distributions to our general partner for any NS common units issued from the date of the Acquisition Agreement (other than those attributable to NS common units issued under any equity compensation plan) for ten consecutive quarters, starting with the distributions for the second quarter of 2017. The partnership agreement was amended and restated again in connection with the issuance of our Series C Preferred Units described below. Issuance of Common Units On April 18, 2017, we issued 14,375,000 common units representing limited partner interests at a price of $46.35 per unit. We used the net proceeds from this offering of $657.5 million, including a contribution of $13.6 million from our general partner to maintain its 2% general partner interest, to fund a portion of the purchase price for the Navigator Acquisition. During the year ended December 31, 2016, we issued 595,050 common units representing limited partner interests at an average price of $47.39 per unit for proceeds of $28.3 million, net of $0.5 million of issuance costs. We used these proceeds, which include a contribution of $0.6 million from our general partner to maintain its 2% general partner interest, for general partnership purposes, including repayments of outstanding borrowings under the Revolving Credit Agreement. For the years ended December 31, 2017 and 2016, we issued 185,455 and 135,100 common units, respectively, representing limited partner interests in connection with the vestings of awards issued under our long-term incentive plan. Preferred Units The following is a summary of our fixed-to-floating rate cumulative redeemable perpetual preferred units issued and outstanding as of December 31, 2017:
Units |  | Original Issuance Date |  | Number of Units Issued and Outstanding |  | Price per Unit |  | Net Proceeds (in millions) |  | Fixed Distribution Rate per Annum (as a Percentage of the $25.00 Liquidation Preference per Unit) |  | Fixed Distribution Rate per Unit per Annum |  | Optional Redemption Date/Date at Which Distribution Rate Becomes Floating |  | Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit)
Series A Preferred Units |  | November 25, 2016 |  | 9,060,000 |  | $ | 25.00 |  |  | $ | 218.4 |  |  | 8.50 | % |  | $ | 2.125 |  |  | December 15, 2021 |  | Three-month LIBOR plus 6.766%
Series B Preferred Units |  | April 28, 2017 |  | 15,400,000 |  | $ | 25.00 |  |  | $ | 371.8 |  |  | 7.625 | % |  | $ | 1.90625 |  |  | June 15, 2022 |  | Three-month LIBOR plus 5.643%
Series C Preferred Units |  | November 30, 2017 |  | 6,900,000 |  | $ | 25.00 |  |  | $ | 166.7 |  |  | 9.00 | % |  | $ | 2.25 |  |  | December 15, 2022 |  | Three-month LIBOR plus 6.88%
Distributions on the Series A, Series B and Series C Preferred Units (collectively, the Preferred Units) are payable out of any legally available funds, accrue and are cumulative from the original issuance dates, and are payable on the 15th day (or the next business day) of each of March, June, September and December of each year to holders of record on the first business day of each payment month. The Preferred Units rank equal to each other and senior to all of our other classes of equity securities with respect to distribution rights and rights upon liquidation. We may redeem any of our outstanding Preferred Units at any time on or after the optional redemption date set forth above for each series of Preferred Units, in whole or in part, at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of redemption, whether or not declared. We may also redeem the Preferred Units upon the occurrence of certain rating events or a change of control as defined in our partnership agreement. In the case of the latter instance, if we choose not to redeem the Preferred Units, the preferred unitholders may have the ability to convert their Preferred Units to common units at the then applicable conversion rate. Holders of the Preferred Units have no voting rights except for certain exceptions set forth in our partnership agreement. The following table summarizes financial information related to our preferred units:
| Preferred Limited Partners |  |
| Series A |  | Series B |  | Series C |  | Total
Balance as of January 1, 2016 | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Issuance of units | 218,400 |  |  | — |  |  | — |  |  | 218,400 |
Net income | 1,925 |  |  | — |  |  | — |  |  | 1,925 |
Distributions to partners | (1,925 | ) |  | — |  |  | — |  |  | (1,925 | )
Balance as of December 31, 2016 | 218,400 |  |  | — |  |  | — |  |  | 218,400 |
Issuance of units | — |  |  | 371,823 |  |  | 166,737 |  |  | 538,560 |
Net income | 19,253 |  |  | 19,815 |  |  | 1,380 |  |  | 40,448 |
Distributions to partners | (19,253 | ) |  | (19,815 | ) |  | (1,380 | ) |  | (40,448 | )
Other | (93 | ) |  | (189 | ) |  | (75 | ) |  | (357 | )
Balance as of December 31, 2017 | $ | 218,307 |  |  | $ | 371,634 |  |  | $ | 166,662 |  |  | $ | 756,603 |
Net Income Applicable to the General Partner The following table details the calculation of net income applicable to the general partner:
| Year Ended December 31,
| 2017 |  | 2016 |  | 2015
| (Thousands of Dollars)
Net income attributable to NuStar Energy L.P. | $ | 147,964 |  |  | $ | 150,003 |  |  | $ | 306,720 |
Less preferred limited partner interest | 40,448 |  |  | 1,925 |  |  | — |
Less general partner incentive distribution | 45,669 |  |  | 43,407 |  |  | 43,220 |
Net income after general partner incentive distribution and preferred limited partner interest | 61,847 |  |  | 104,671 |  |  | 263,500 |
General partner interest allocation | 2 | % |  | 2 | % |  | 2 | %
General partner interest allocation of net income | 1,237 |  |  | 2,091 |  |  | 5,270 |
General partner incentive distribution | 45,669 |  |  | 43,407 |  |  | 43,220 |
Net income applicable to general partner | $ | 46,906 |  |  | $ | 45,498 |  |  | $ | 48,490 |
Cash Distributions General Partner and Common Limited Partners. We make quarterly distributions to common unitholders and the general partner of 100% of our available cash, generally defined as cash receipts less cash disbursements (including distributions to the Preferred Units) and cash reserves established by the general partner, in its sole discretion. These quarterly distributions are declared and paid within 45 days subsequent to each quarter-end. The common unitholders receive a distribution each quarter as determined by the board of directors, subject to limitation by the distributions in arrears, if any, to the Preferred Units. Our available cash is distributed based on the percentages shown below:
|  | Percentage of Distribution
Quarterly Distribution Amount per Common Unit |  | Common Unitholders |  | General Partner Including Incentive Distributions
Up to $0.60 |  | 98% |  | 2%
Above $0.60 up to $0.66 |  | 90% |  | 10%
Above $0.66 |  | 75% |  | 25%
The following table reflects the allocation of total cash distributions to the general partner and common limited partners applicable to the period in which the distributions were earned:
| Year Ended December 31,
| 2017 |  | 2016 |  | 2015
| (Thousands of Dollars, Except Per Unit Data)
General partner interest | $ | 9,252 |  |  | $ | 7,877 |  |  | $ | 7,844 |
General partner incentive distribution | 45,669 |  |  | 43,407 |  |  | 43,220 |
Total general partner distribution | 54,921 |  |  | 51,284 |  |  | 51,064 |
Common limited partners’ distribution | 407,681 |  |  | 342,598 |  |  | 341,140 |
Total cash distributions | $ | 462,602 |  |  | $ | 393,882 |  |  | $ | 392,204 |
Cash distributions per unit applicable to common limited partners | $ | 4.38 |  |  | $ | 4.38 |  |  | $ | 4.38 |
The following table summarizes information related to our quarterly cash distributions to our general partner and common limited partners:
Quarter Ended |  | Cash Distributions Per Unit |  | Total Cash Distributions |  | Record Date |  | Payment Date
|  |  |  | (Thousands of Dollars) |  |  |  |
December 31, 2017 (a) |  | $ | 1.095 |  |  | $ | 115,267 |  |  | February 8, 2018 |  | February 13, 2018
September 30, 2017 |  | $ | 1.095 |  |  | $ | 115,084 |  |  | November 9, 2017 |  | November 14, 2017
June 30, 2017 |  | $ | 1.095 |  |  | $ | 115,083 |  |  | August 7, 2017 |  | August 11, 2017
March 31, 2017 |  | $ | 1.095 |  |  | $ | 117,168 |  |  | May 8, 2017 |  | May 12, 2017
(a) | The distribution was announced on January 29, 2018.
Preferred Units. The following table summarizes information related to our quarterly cash distributions on our Preferred Units:
Period |  | Cash Distributions Per Unit |  | Total Cash Distributions |  | Record Date |  | Payment Date
|  |  |  | (Thousands of Dollars) |  |  |  |
Series A Preferred Units: |  |  |  |  |  |  |  |
December 15, 2017 - March 14, 2018 (a) |  | $ | 0.53125 |  |  | $ | 4,813 |  |  | March 1, 2018 |  | March 15, 2018
September 15, 2017 - December 14, 2017 |  | $ | 0.53125 |  |  | $ | 4,813 |  |  | December 1, 2017 |  | December 15, 2017
June 15, 2017 - September 14, 2017 |  | $ | 0.53125 |  |  | $ | 4,813 |  |  | September 1, 2017 |  | September 15, 2017
March 15, 2017 - June 14, 2017 |  | $ | 0.53125 |  |  | $ | 4,813 |  |  | June 1, 2017 |  | June 15, 2017
November 25, 2016 - March 14, 2017 |  | $ | 0.64930556 |  |  | $ | 5,883 |  |  | March 1, 2017 |  | March 15, 2017
Series B Preferred Units: |  |  |  |  |  |  |  |
December 15, 2017 - March 14, 2018 (a) |  | $ | 0.47657 |  |  | $ | 7,339 |  |  | March 1, 2018 |  | March 15, 2018
September 15, 2017 - December 14, 2017 |  | $ | 0.47657 |  |  | $ | 7,339 |  |  | December 1, 2017 |  | December 15, 2017
April 28, 2017 - September 14, 2017 |  | $ | 0.725434028 |  |  | $ | 11,172 |  |  | September 1, 2017 |  | September 15, 2017
Series C Preferred Units: |  |  |  |  |  |  |  |
November 30, 2017 - March 14, 2018 (a) |  | $ | 0.65625 |  |  | $ | 4,528 |  |  | March 1, 2018 |  | March 15, 2018
(a) | The distribution was announced on January 29, 2018.
Accumulated Other Comprehensive Income (Loss) The balance of and changes in the components included in “Accumulated other comprehensive income (loss)” were as follows:
| Foreign Currency Translation |  | Cash Flow Hedges |  | Pension and Other Postretirement Benefits |  | Total
| (Thousands of Dollars)
Balance as of January 1, 2015 | $ | (28,839 | ) |  | $ | (39,073 | ) |  | $ | — |  |  | $ | (67,912 | )
Other comprehensive (loss) income before reclassification adjustments | (31,987 | ) |  | 1,303 |  |  | — |  |  | (30,684 | )
Net loss on cash flow hedges reclassified into interest expense, net | — |  |  | 9,802 |  |  | — |  |  | 9,802 |
Other comprehensive (loss) income | (31,987 | ) |  | 11,105 |  |  | — |  |  | (20,882 | )
Balance as of December 31, 2015 | (60,826 | ) |  | (27,968 | ) |  | — |  |  | (88,794 | )
Employee Transfer | — |  |  | — |  |  | 4,201 |  |  | 4,201 |
Deferred income tax adjustments | — |  |  | — |  |  | 2,414 |  |  | 2,414 |
Other comprehensive loss before reclassification adjustments | (8,243 | ) |  | (2,621 | ) |  | (7,852 | ) |  | (18,716 | )
Net gain on pension costs reclassified into operating expense | — |  |  | — |  |  | (1,200 | ) |  | (1,200 | )
Net gain on pension costs reclassified into general and administrative expense | — |  |  | — |  |  | (413 | ) |  | (413 | )
Net loss on cash flow hedges reclassified into interest expense, net | — |  |  | 8,331 |  |  | — |  |  | 8,331 |
Other comprehensive (loss) income | (8,243 | ) |  | 5,710 |  |  | (2,850 | ) |  | (5,383 | )
Balance as of December 31, 2016 | (69,069 | ) |  | (22,258 | ) |  | (2,850 | ) |  | (94,177 | )
Other comprehensive income (loss) before reclassification adjustments | 17,466 |  |  | (8,670 | ) |  | (4,641 | ) |  | 4,155 |
Net gain on pension costs reclassified into operating expense | — |  |  | — |  |  | (1,143 | ) |  | (1,143 | )
Net gain on pension costs reclassified into general and administrative expense | — |  |  | — |  |  | (386 | ) |  | (386 | )
Net loss on cash flow hedges reclassified into interest expense, net | — |  |  | 6,624 |  |  | — |  |  | 6,624 |
Other comprehensive income (loss) | 17,466 |  |  | (2,046 | ) |  | (6,170 | ) |  | 9,250 |
Balance as of December 31, 2017 | $ | (51,603 | ) |  | $ | (24,304 | ) |  | $ | (9,020 | ) |  | $ | (84,927 | )

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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