| CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS NuStar Energy has no operations, and its assets consist mainly of its 100% indirectly owned subsidiaries, NuStar Logistics and NuPOP. The senior and subordinated notes issued by NuStar Logistics are fully and unconditionally guaranteed by NuStar Energy and NuPOP. As a result, the following condensed consolidating financial statements are presented as an alternative to providing separate financial statements for NuStar Logistics and NuPOP. Condensed Consolidating Balance Sheets December 31, 2019 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Assets | | | | | | | | | | | | Cash and cash equivalents | $ | 176 |
| | $ | 24 |
| | $ | — |
| | $ | 15,992 |
| | $ | — |
| | $ | 16,192 |
| Receivables, net | — |
| | 317 |
| | 4 |
| | 152,209 |
| | — |
| | 152,530 |
| Inventories | — |
| | 1,953 |
| | 4,821 |
| | 5,619 |
| | — |
| | 12,393 |
| Prepaid and other current assets | 61 |
| | 16,325 |
| | 600 |
| | 4,947 |
| | — |
| | 21,933 |
| Intercompany receivable | — |
| | 1,276,839 |
| | — |
| | 610,298 |
| | (1,887,137 | ) | | — |
| Total current assets | 237 |
| | 1,295,458 |
| | 5,425 |
| | 789,065 |
| | (1,887,137 | ) | | 203,048 |
| Property, plant and equipment, net | — |
| | 2,058,530 |
| | 612,128 |
| | 1,448,321 |
| | — |
| | 4,118,979 |
| Intangible assets, net | — |
| | 39,683 |
| | — |
| | 641,949 |
| | — |
| | 681,632 |
| Goodwill | — |
| | 149,453 |
| | 170,652 |
| | 685,748 |
| | — |
| | 1,005,853 |
| Investment in wholly owned subsidiaries | 2,871,540 |
| | 1,743,066 |
| | 1,155,855 |
| | 490,826 |
| | (6,261,287 | ) | | — |
| Other long-term assets, net | 98 |
| | 111,362 |
| | 32,121 |
| | 32,899 |
| | — |
| | 176,480 |
| Total assets | $ | 2,871,875 |
| | $ | 5,397,552 |
| | $ | 1,976,181 |
| | $ | 4,088,808 |
| | $ | (8,148,424 | ) | | $ | 6,185,992 |
| Liabilities, Mezzanine Equity and Partners’ Equity | | | | | | | | | | | | Accounts payable | $ | 5,427 |
| | $ | 42,064 |
| | $ | 8,379 |
| | $ | 53,964 |
| | $ | — |
| | $ | 109,834 |
| Short-term debt and current portion of finance leases | — |
| | 9,722 |
| | 299 |
| | 25 |
| | — |
| | 10,046 |
| Current portion of long-term debt | — |
| | 452,367 |
| | — |
| | — |
| | — |
| | 452,367 |
| Accrued interest payable | — |
| | 37,888 |
| | 4 |
| | 33 |
| | — |
| | 37,925 |
| Accrued liabilities | 1,425 |
| | 40,514 |
| | 8,461 |
| | 53,885 |
| | — |
| | 104,285 |
| Taxes other than income tax | 125 |
| | 7,311 |
| | 5,160 |
| | 185 |
| | — |
| | 12,781 |
| Income tax payable | — |
| | 492 |
| | 2 |
| | 3,831 |
| | — |
| | 4,325 |
| Intercompany payable | 438,857 |
| | — |
| | 1,448,280 |
| | — |
| | (1,887,137 | ) | | — |
| Total current liabilities | 445,834 |
| | 590,358 |
| | 1,470,585 |
| | 111,923 |
| | (1,887,137 | ) | | 731,563 |
| Long-term debt, less current portion | — |
| | 2,871,786 |
| | 1,127 |
| | 62,005 |
| | — |
| | 2,934,918 |
| Deferred income tax liability | — |
| | 1,499 |
| | 10 |
| | 10,918 |
| | — |
| | 12,427 |
| Other long-term liabilities | — |
| | 65,577 |
| | 13,774 |
| | 69,588 |
| | — |
| | 148,939 |
| Series D preferred units | 581,935 |
| | — |
| | — |
| | — |
| | — |
| | 581,935 |
| Total partners’ equity | 1,844,106 |
| | 1,868,332 |
| | 490,685 |
| | 3,834,374 |
| | (6,261,287 | ) | | 1,776,210 |
| Total liabilities, mezzanine equity and partners’ equity | $ | 2,871,875 |
| | $ | 5,397,552 |
| | $ | 1,976,181 |
| | $ | 4,088,808 |
| | $ | (8,148,424 | ) | | $ | 6,185,992 |
|
Condensed Consolidating Balance Sheets December 31, 2018 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Assets | | | | | | | | | | | | Cash and cash equivalents | $ | 1,255 |
| | $ | 51 |
| | $ | — |
| | $ | 10,223 |
| | $ | — |
| | $ | 11,529 |
| Receivables, net | — |
| | 2,212 |
| | — |
| | 108,205 |
| | — |
| | 110,417 |
| Inventories | — |
| | 1,741 |
| | 5,237 |
| | 1,456 |
| | — |
| | 8,434 |
| Prepaid and other current assets | 61 |
| | 14,422 |
| | 908 |
| | 1,983 |
| | — |
| | 17,374 |
| Assets held for sale | — |
| | — |
| | — |
| | 599,347 |
| | — |
| | 599,347 |
| Intercompany receivable | — |
| | 1,327,833 |
| | — |
| | 500,583 |
| | (1,828,416 | ) | | — |
| Total current assets | 1,316 |
| | 1,346,259 |
| | 6,145 |
| | 1,221,797 |
| | (1,828,416 | ) | | 747,101 |
| Property, plant and equipment, net | — |
| | 1,858,264 |
| | 615,549 |
| | 1,300,989 |
| | — |
| | 3,774,802 |
| Intangible assets, net | — |
| | 49,107 |
| | — |
| | 683,949 |
| | — |
| | 733,056 |
| Goodwill | — |
| | 149,453 |
| | 170,652 |
| | 685,748 |
| | — |
| | 1,005,853 |
| Investment in wholly owned subsidiaries | 3,355,636 |
| | 1,750,256 |
| | 1,425,283 |
| | 857,485 |
| | (7,388,660 | ) | | — |
| Other long-term assets, net | 304 |
| | 54,429 |
| | 26,716 |
| | 6,879 |
| | — |
| | 88,328 |
| Total assets | $ | 3,357,256 |
| | $ | 5,207,768 |
| | $ | 2,244,345 |
| | $ | 4,756,847 |
| | $ | (9,217,076 | ) | | $ | 6,349,140 |
| Liabilities, Mezzanine Equity and Partners’ Equity | | | | | | | | | | | | Accounts payable | $ | 6,460 |
| | $ | 39,680 |
| | $ | 6,331 |
| | $ | 50,651 |
| | $ | — |
| | $ | 103,122 |
| Short-term debt | — |
| | 18,500 |
| | — |
| | — |
| | — |
| | 18,500 |
| Accrued interest payable | — |
| | 36,253 |
| | — |
| | 40 |
| | — |
| | 36,293 |
| Accrued liabilities | 1,280 |
| | 24,858 |
| | 8,082 |
| | 40,198 |
| | — |
| | 74,418 |
| Taxes other than income tax | 125 |
| | 7,285 |
| | 4,718 |
| | 4,695 |
| | — |
| | 16,823 |
| Income tax payable | — |
| | 457 |
| | 2 |
| | 3,986 |
| | — |
| | 4,445 |
| Liabilities held for sale | — |
| | — |
| | — |
| | 69,834 |
| | — |
| | 69,834 |
| Intercompany payable | 472,790 |
| | — |
| | 1,355,626 |
| | — |
| | (1,828,416 | ) | | — |
| Total current liabilities | 480,655 |
| | 127,033 |
| | 1,374,759 |
| | 169,404 |
| | (1,828,416 | ) | | 323,435 |
| Long-term debt | — |
| | 3,050,531 |
| | — |
| | 61,465 |
| | — |
| | 3,111,996 |
| Deferred income tax liability | — |
| | 1,675 |
| | 9 |
| | 10,744 |
| | — |
| | 12,428 |
| Other long-term liabilities | — |
| | 28,392 |
| | 12,348 |
| | 38,818 |
| | — |
| | 79,558 |
| Series D preferred units | 563,992 |
| | — |
| | — |
| | — |
| | — |
| | 563,992 |
| Total partners’ equity | 2,312,609 |
| | 2,000,137 |
| | 857,229 |
| | 4,476,416 |
| | (7,388,660 | ) | | 2,257,731 |
| Total liabilities, mezzanine equity and partners’ equity | $ | 3,357,256 |
| | $ | 5,207,768 |
| | $ | 2,244,345 |
| | $ | 4,756,847 |
| | $ | (9,217,076 | ) | | $ | 6,349,140 |
|
Condensed Consolidating Statements of (Loss) Income For the Year Ended December 31, 2019 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues | $ | — |
| | $ | 545,863 |
| | $ | 258,420 |
| | $ | 694,485 |
| | $ | (747 | ) | | $ | 1,498,021 |
| Costs and expenses | 2,574 |
| | 338,291 |
| | 159,376 |
| | 607,611 |
| | (747 | ) | | 1,107,105 |
| Operating (loss) income | (2,574 | ) | | 207,572 |
| | 99,044 |
| | 86,874 |
| | — |
| | 390,916 |
| Equity in earnings of subsidiaries | 208,995 |
| | 42,139 |
| | 51,537 |
| | 144,366 |
| | (447,037 | ) | | — |
| Interest income (expense), net | 415 |
| | (187,337 | ) | | (6,961 | ) | | 10,813 |
| | — |
| | (183,070 | ) | Other income (expense), net | — |
| | 3,002 |
| | 744 |
| | (4 | ) | | — |
| | 3,742 |
| Income from continuing operations before income tax expense (benefit) | 206,836 |
| | 65,376 |
| | 144,364 |
| | 242,049 |
| | (447,037 | ) | | 211,588 |
| Income tax expense (benefit) | 2 |
| | (230 | ) | | 3 |
| | 4,979 |
| | — |
| | 4,754 |
| Income from continuing operations, net of tax | 206,834 |
| | 65,606 |
| | 144,361 |
| | 237,070 |
| | (447,037 | ) | | 206,834 |
| (Loss) income from discontinued operations, net of tax (a) | (312,527 | ) | | 7,912 |
| | (320,439 | ) | | (640,877 | ) | | 953,404 |
| | (312,527 | ) | Net (loss) income | $ | (105,693 | ) | | $ | 73,518 |
| | $ | (176,078 | ) | | $ | (403,807 | ) | | $ | 506,367 |
| | $ | (105,693 | ) |
(a) Includes equity in earnings (loss) of subsidiaries related to discontinued operations.
Condensed Consolidating Statements of Income (Loss) For the Year Ended December 31, 2018 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues | $ | — |
| | $ | 485,603 |
| | $ | 260,679 |
| | $ | 774,685 |
| | $ | (705 | ) | | $ | 1,520,262 |
| Costs and expenses | 2,407 |
| | 317,286 |
| | 163,667 |
| | 701,879 |
| | (705 | ) | | 1,184,534 |
| Operating (loss) income | (2,407 | ) | | 168,317 |
| | 97,012 |
| | 72,806 |
| | — |
| | 335,728 |
| Equity in earnings of subsidiaries | 148,554 |
| | 17,167 |
| | 62,494 |
| | 152,830 |
| | (381,045 | ) | | — |
| Interest income (expense), net | 228 |
| | (191,835 | ) | | (7,127 | ) | | 14,336 |
| | — |
| | (184,398 | ) | Other income, net | — |
| | 3,876 |
| | 446 |
| | 880 |
| | — |
| | 5,202 |
| Income (loss) from continuing operations before income tax expense (benefit) | 146,375 |
| | (2,475 | ) | | 152,825 |
| | 240,852 |
| | (381,045 | ) | | 156,532 |
| Income tax expense (benefit) | — |
| | 588 |
| | (3 | ) | | 9,572 |
| | — |
| | 10,157 |
| Income (loss) from continuing operations, net of tax | 146,375 |
| | (3,063 | ) | | 152,828 |
| | 231,280 |
| | (381,045 | ) | | 146,375 |
| Income from discontinued operations, net of tax (a) | 59,419 |
| | — |
| | 59,419 |
| | 118,838 |
| | (178,257 | ) | | 59,419 |
| Net income (loss) | $ | 205,794 |
| | $ | (3,063 | ) | | $ | 212,247 |
| | $ | 350,118 |
| | $ | (559,302 | ) | | $ | 205,794 |
|
(a) Includes equity in earnings (loss) of subsidiaries related to discontinued operations.
Condensed Consolidating Statements of Income (Loss) For the Year Ended December 31, 2017 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues | $ | — |
| | $ | 496,454 |
| | $ | 221,125 |
| | $ | 728,211 |
| | $ | (1,018 | ) | | $ | 1,444,772 |
| Costs and expenses | 1,868 |
| | 317,871 |
| | 146,243 |
| | 689,298 |
| | (1,018 | ) | | 1,154,262 |
| Operating (loss) income | (1,868 | ) | | 178,583 |
| | 74,882 |
| | 38,913 |
| | — |
| | 290,510 |
| Equity in earnings (loss) of subsidiaries | 112,706 |
| | (10,616 | ) | | 52,336 |
| | 121,631 |
| | (276,057 | ) | | — |
| Interest income (expense), net | 57 |
| | (176,897 | ) | | (5,587 | ) | | 10,653 |
| | — |
| | (171,774 | ) | Other income (expense), net | — |
| | 145 |
| | 3 |
| | (216 | ) | | — |
| | (68 | ) | Income (loss) from continuing operations before income tax (benefit) expense | 110,895 |
| | (8,785 | ) | | 121,634 |
| | 170,981 |
| | (276,057 | ) | | 118,668 |
| Income tax (benefit) expense | — |
| | (820 | ) | | 2 |
| | 8,591 |
| | — |
| | 7,773 |
| Income (loss) from continuing operations, net of tax | 110,895 |
| | (7,965 | ) | | 121,632 |
| | 162,390 |
| | (276,057 | ) | | 110,895 |
| Income from discontinued operations, net of tax (a) | 37,069 |
| | — |
| | 37,069 |
| | 74,138 |
| | (111,207 | ) | | 37,069 |
| Net income (loss) | $ | 147,964 |
| | $ | (7,965 | ) | | $ | 158,701 |
| | $ | 236,528 |
| | $ | (387,264 | ) | | $ | 147,964 |
|
(a) Includes equity in earnings (loss) of subsidiaries related to discontinued operations. Condensed Consolidating Statements of Comprehensive (Loss) Income For the Year Ended December 31, 2019 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net (loss) income | $ | (105,693 | ) | | $ | 73,518 |
| | $ | (176,078 | ) | | $ | (403,807 | ) | | $ | 506,367 |
| | $ | (105,693 | ) | | | | | | | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | Foreign currency translation adjustment | — |
| | — |
| | — |
| | 3,527 |
| | — |
| | 3,527 |
| Net loss on pension and other postretirement benefit adjustments, net of tax benefit | — |
| | — |
| | — |
| | (1,314 | ) | | — |
| | (1,314 | ) | Net loss on cash flow hedges | — |
| | (15,231 | ) | | — |
| | — |
| | — |
| | (15,231 | ) | Total other comprehensive (loss) income | — |
| | (15,231 | ) | | — |
| | 2,213 |
| | — |
| | (13,018 | ) | Comprehensive (loss) income | $ | (105,693 | ) | | $ | 58,287 |
| | $ | (176,078 | ) | | $ | (401,594 | ) | | $ | 506,367 |
| | $ | (118,711 | ) |
Condensed Consolidating Statements of Comprehensive Income For the Year Ended December 31, 2018 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net income (loss) | $ | 205,794 |
| | $ | (3,063 | ) | | $ | 212,247 |
| | $ | 350,118 |
| | $ | (559,302 | ) | | $ | 205,794 |
| | | | | | | | | | | | | Other comprehensive income: | | | | | | | | | | | | Foreign currency translation adjustment | — |
| | — |
| | — |
| | 4,304 |
| | — |
| | 4,304 |
| Net gain on pension and other postretirement benefit adjustments, net of tax expense | — |
| | — |
| | — |
| | 2,334 |
| | — |
| | 2,334 |
| Net gain on cash flow hedges | — |
| | 23,411 |
| | — |
| | — |
| | — |
| | 23,411 |
| Total other comprehensive income | — |
| | 23,411 |
| | — |
| | 6,638 |
| | — |
| | 30,049 |
| Comprehensive income | $ | 205,794 |
| | $ | 20,348 |
| | $ | 212,247 |
| | $ | 356,756 |
| | $ | (559,302 | ) | | $ | 235,843 |
|
Condensed Consolidating Statements of Comprehensive Income (Loss) For the Year Ended December 31, 2017 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net income (loss) | $ | 147,964 |
| | $ | (7,965 | ) | | $ | 158,701 |
| | $ | 236,528 |
| | $ | (387,264 | ) | | $ | 147,964 |
| | | | | | | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | Foreign currency translation adjustment | — |
| | — |
| | — |
| | 17,466 |
| | — |
| | 17,466 |
| Net loss on pension and other postretirement benefit adjustments, net of tax benefit | — |
| | — |
| | — |
| | (6,170 | ) | | — |
| | (6,170 | ) | Net loss on cash flow hedges | — |
| | (2,046 | ) | | — |
| | — |
| | — |
| | (2,046 | ) | Total other comprehensive (loss) income | — |
| | (2,046 | ) | | — |
| | 11,296 |
| | — |
| | 9,250 |
| Comprehensive income (loss) | $ | 147,964 |
| | $ | (10,011 | ) | | $ | 158,701 |
| | $ | 247,824 |
| | $ | (387,264 | ) | | $ | 157,214 |
|
Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2019 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash provided by operating activities | $ | 376,999 |
| | $ | 166,005 |
| | $ | 126,728 |
| | $ | 409,115 |
| | $ | (570,090 | ) | | $ | 508,757 |
| Cash flows from investing activities: | | | | | | | | | | | | Capital expenditures | — |
| | (257,117 | ) | | (28,592 | ) | | (247,859 | ) | | — |
| | (533,568 | ) | Change in accounts payable related to capital expenditures | — |
| | 1,369 |
| | 1,212 |
| | (15,312 | ) | | — |
| | (12,731 | ) | Proceeds from sale or disposition of assets | — |
| | 247 |
| | 90 |
| | 227,815 |
| | — |
| | 228,152 |
| Investment in subsidiaries | — |
| | (11,999 | ) | | — |
| | — |
| | 11,999 |
| | — |
| Other, net | — |
| | — |
| | — |
| | (1,100 | ) | | — |
| | (1,100 | ) | Net cash used in investing activities | — |
| | (267,500 | ) | | (27,290 | ) | | (36,456 | ) | | 11,999 |
| | (319,247 | ) | Cash flows from financing activities: | | | | | | | | | | | | Debt borrowings | — |
| | 1,415,580 |
| | — |
| | 42,800 |
| | — |
| | 1,458,380 |
| Debt repayments | — |
| | (1,207,000 | ) | | — |
| | (42,400 | ) | | — |
| | (1,249,400 | ) | Issuance of common units, net of issuance costs | 15,000 |
| | — |
| | — |
| | — |
| | — |
| | 15,000 |
| Distributions to preferred unitholders | (121,693 | ) | | (60,846 | ) | | (60,847 | ) | | (60,853 | ) | | 182,546 |
| | (121,693 | ) | Distributions to common unitholders | (258,354 | ) | | (129,177 | ) | | (129,177 | ) | | (129,190 | ) | | 387,544 |
| | (258,354 | ) | Contributions from affiliates | — |
| | — |
| | — |
| | 11,999 |
| | (11,999 | ) | | — |
| Net intercompany activity | (2,010 | ) | | 101,980 |
| | 90,734 |
| | (190,704 | ) | | — |
| | — |
| Other, net | (11,021 | ) | | (10,281 | ) | | (148 | ) | | (133 | ) | | — |
| | (21,583 | ) | Net cash (used in) provided by financing activities | (378,078 | ) | | 110,256 |
| | (99,438 | ) | | (368,481 | ) | | 558,091 |
| | (177,650 | ) | Effect of foreign exchange rate changes on cash | — |
| | — |
| | — |
| | (524 | ) | | — |
| | (524 | ) | Net (decrease) increase in cash, cash equivalents and restricted cash | (1,079 | ) | | 8,761 |
| | — |
| | 3,654 |
| | — |
| | 11,336 |
| Cash, cash equivalents and restricted cash as of the beginning of the period | 1,255 |
| | 51 |
| | — |
| | 12,338 |
| | — |
| | 13,644 |
| Cash, cash equivalents and restricted cash as of the end of the period | $ | 176 |
| | $ | 8,812 |
| | $ | — |
| | $ | 15,992 |
| | $ | — |
| | $ | 24,980 |
|
Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2018 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash provided by operating activities | $ | 444,233 |
| | $ | 100,385 |
| | $ | 179,512 |
| | $ | 514,936 |
| | $ | (694,859 | ) | | $ | 544,207 |
| Cash flows from investing activities: | | | | | | | | | | | | Capital expenditures | — |
| | (71,044 | ) | | (19,152 | ) | | (367,256 | ) | | — |
| | (457,452 | ) | Change in accounts payable related to capital expenditures | — |
| | 11,101 |
| | (5,161 | ) | | (13,623 | ) | | — |
| | (7,683 | ) | Acquisitions | — |
| | — |
| | (37,502 | ) | | — |
| | — |
| | (37,502 | ) | Proceeds from insurance recoveries | — |
| | — |
| | — |
| | 78,419 |
| | — |
| | 78,419 |
| Proceeds from sale or disposition of assets | — |
| | 2,674 |
| | 31 |
| | 267,735 |
| | — |
| | 270,440 |
| Investment in subsidiaries | (708,600 | ) | | (1,711,975 | ) | | (54,600 | ) | | (54,665 | ) | | 2,529,840 |
| | — |
| Net cash used in investing activities | (708,600 | ) | | (1,769,244 | ) | | (116,384 | ) | | (89,390 | ) | | 2,529,840 |
| | (153,778 | ) | Cash flows from financing activities: | | | | | | | | | | | | Debt borrowings | — |
| | 1,840,853 |
| | — |
| | 31,800 |
| | — |
| | 1,872,653 |
| Debt repayments | — |
| | (2,349,476 | ) | | — |
| | (32,300 | ) | | — |
| | (2,381,776 | ) | Issuance of Series D preferred units | 590,000 |
| | — |
| | — |
| | — |
| | — |
| | 590,000 |
| Payment of issuance costs for
Series D preferred units | (34,203 | ) | | — |
| | — |
| | — |
| | — |
| | (34,203 | ) | Issuance of common units, net of
issuance costs | 10,000 |
| | — |
| | — |
| | — |
| | — |
| | 10,000 |
| General partner contribution | 204 |
| | — |
| | — |
| | — |
| | — |
| | 204 |
| Distributions to preferred unitholders | (90,670 | ) | | (45,336 | ) | | (45,336 | ) | | (45,335 | ) | | 136,007 |
| | (90,670 | ) | Distributions to common unitholders and general partner | (300,777 | ) | | (150,388 | ) | | (150,388 | ) | | (150,408 | ) | | 451,184 |
| | (300,777 | ) | Cash consideration for Merger
(Note 4) | (67,936 | ) | | — |
| | — |
| | 141 |
| | — |
| | (67,795 | ) | Proceeds from termination of interest rate swaps | — |
| | 8,048 |
| | — |
| | — |
| | — |
| | 8,048 |
| Contributions from affiliates | — |
| | 599,400 |
| | 54,600 |
| | 1,768,172 |
| | (2,422,172 | ) | | — |
| Net intercompany activity | 162,498 |
| | 1,766,881 |
| | 77,996 |
| | (2,007,375 | ) | | — |
| | — |
| Other, net | (4,379 | ) | | (1,101 | ) | | — |
| | (71 | ) | | — |
| | (5,551 | ) | Net cash provided by (used in) financing activities | 264,737 |
| | 1,668,881 |
| | (63,128 | ) | | (435,376 | ) | | (1,834,981 | ) | | (399,867 | ) | Effect of foreign exchange rate changes on cash | — |
| | — |
| | — |
| | (1,210 | ) | | — |
| | (1,210 | ) | Net increase (decrease) in cash and cash equivalents | 370 |
| | 22 |
| | — |
| | (11,040 | ) | | — |
| | (10,648 | ) | Cash and cash equivalents as of the beginning of the period | 885 |
| | 29 |
| | — |
| | 23,378 |
| | — |
| | 24,292 |
| Cash and cash equivalents as of the end of the period | $ | 1,255 |
| | $ | 51 |
| | $ | — |
| | $ | 12,338 |
| | $ | — |
| | $ | 13,644 |
|
Condensed Consolidating Statements of Cash Flows For the Year Ended December 31, 2017 (Thousands of Dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | NuStar Energy | | NuStar Logistics | | NuPOP | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash provided by operating activities | $ | 483,481 |
| | $ | 152,101 |
| | $ | 102,405 |
| | $ | 405,950 |
| | $ | (737,138 | ) | | $ | 406,799 |
| Cash flows from investing activities: | | | | | | | | | | | | Capital expenditures | — |
| | (47,600 | ) | | (35,041 | ) | | (301,997 | ) | | — |
| | (384,638 | ) | Change in accounts payable related to capital expenditures | — |
| | (1,988 | ) | | 5,964 |
| | 32,927 |
| | — |
| | 36,903 |
| Acquisitions | — |
| | — |
| | — |
| | (1,461,719 | ) | | — |
| | (1,461,719 | ) | Proceeds from Axeon term loan | — |
| | 110,000 |
| | — |
| | — |
| | — |
| | 110,000 |
| Proceeds from insurance recoveries | — |
| | — |
| | — |
| | 977 |
| | — |
| | 977 |
| Proceeds from sale or disposition of assets | — |
| | 1,955 |
| | 18 |
| | 63 |
| | — |
| | 2,036 |
| Investment in subsidiaries | (1,262,000 | ) | | — |
| | — |
| | (126 | ) | | 1,262,126 |
| | — |
| Net cash (used in) provided by investing activities | (1,262,000 | ) | | 62,367 |
| | (29,059 | ) | | (1,729,875 | ) | | 1,262,126 |
| | (1,696,441 | ) | Cash flows from financing activities: | | | | | | | | | | | | Debt borrowings | — |
| | 2,969,400 |
| | — |
| | 90,700 |
| | — |
| | 3,060,100 |
| Debt repayments | — |
| | (2,400,739 | ) | | — |
| | (86,800 | ) | | — |
| | (2,487,539 | ) | Issuance of preferred units, net of
issuance costs | 538,560 |
| | — |
| | — |
| | — |
| | — |
| | 538,560 |
| Issuance of common units, net of
issuance costs | 643,878 |
| | — |
| | — |
| | — |
| | — |
| | 643,878 |
| General partner contribution | 13,737 |
| | — |
| | — |
| | — |
| | — |
| | 13,737 |
| Distributions to preferred unitholders | (38,833 | ) | | (19,417 | ) | | (19,416 | ) | | (19,418 | ) | | 58,251 |
| | (38,833 | ) | Distributions to common unitholders and general partner | (446,306 | ) | | (223,153 | ) | | (223,153 | ) | | (223,176 | ) | | 669,482 |
| | (446,306 | ) | Contributions from
(distributions to) affiliates | — |
| | 1,262,000 |
| | — |
| | (9,279 | ) | | (1,252,721 | ) | | — |
| Net intercompany activity | 73,206 |
| | (1,801,218 | ) | | 169,223 |
| | 1,558,789 |
| | — |
| | — |
| Other, net | (5,708 | ) | | (1,317 | ) | | — |
| | (300 | ) | | — |
| | (7,325 | ) | Net cash provided by (used in) financing activities | 778,534 |
| | (214,444 | ) | | (73,346 | ) | | 1,310,516 |
| | (524,988 | ) | | 1,276,272 |
| Effect of foreign exchange rate changes on cash | — |
| | — |
| | — |
| | 1,720 |
| | — |
| | 1,720 |
| Net increase (decrease) in cash and cash equivalents | 15 |
| | 24 |
| | — |
| | (11,689 | ) | | — |
| | (11,650 | ) | Cash and cash equivalents as of the beginning of the period | 870 |
| | 5 |
| | — |
| | 35,067 |
| | — |
| | 35,942 |
| Cash and cash equivalents as of the end of the period | $ | 885 |
| | $ | 29 |
| | $ | — |
| | $ | 23,378 |
| | $ | — |
| | $ | 24,292 |
|
|