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•	66 terminal and storage facilities providing 84.6 million barrels of storage capacity;

•	5,480 miles of refined product pipelines with 21 associated terminals providing storage capacity of 4.5 million barrels and two tank farms providing storage capacity of 1.2 million barrels;

•	2,000 miles of anhydrous ammonia pipelines;

•	940 miles of crude oil pipelines with 1.9 million barrels of associated storage capacity;

•	two asphalt refineries with a combined throughput capacity of 104,000 barrels per day and two associated terminal facilities with a combined storage capacity of 5.0 million barrels; and

•	a fuels refinery with a throughput capacity of 14,500 barrels per day and 0.4 million barrels of aggregate storage capacity.

•	tariffs for transporting crude oil, refined products and anhydrous ammonia through our pipelines;

•	fees for the use of our terminal and storage facilities and related ancillary services; and

•	sales of asphalt and other refined petroleum products.

•	continuous improvement of our operations by improving safety and environmental stewardship, cost controls and asset reliability and integrity;

•	internal growth through enhancing the utilization of our existing assets by expanding our business with current and new customers, as well as investments in strategic expansion projects;

•	external growth from acquisitions that meet our financial and strategic criteria;

•	identification of non-core assets that do not meet our financial and strategic criteria and evaluation of potential dispositions;

•	complementary operations such as our fuels marketing operations, which provide us the opportunity to optimize the use and profitability of our assets; and

•	growth and improvement of our asphalt operations to benefit from anticipated decreases in overall asphalt supply and higher asphalt margins.

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•	54 terminal and storage facilities in the United States, with total storage capacity of 53.4 million barrels;

•	A terminal on the island of St. Eustatius with tank capacity of 13.0 million barrels and a transshipment facility;

•	A terminal located in Point Tupper with tank capacity of 7.4 million barrels and a transshipment facility;

•	Six terminals located in the United Kingdom and one terminal located in Amsterdam, the Netherlands, with total storage capacity of approximately 5.6 million barrels;

•	Two terminals in Mersin, Turkey with total storage capacity of 1.3 million barrels; and

•	A terminal located in Nuevo Laredo, Mexico.

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(a)	Terminal facility also includes pipelines to U.S. government military base locations.

(b)	We own 50% of this terminal through a joint venture.

(c)	We own a 66.67% undivided interest in the El Paso refined product terminal. The tankage capacity and number of tanks represent the proportionate share of capacity attributable to our ownership interest.

(d)	We own 75% of the outstanding capital of a Turkish company, which owns two terminals in Mersin, Turkey.

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•	refined product pipelines with an aggregate length of 3,130 miles originating at Valero Energy’s McKee, Three Rivers and Corpus Christi refineries and terminating at certain of NuStar Energy’s terminals, or connecting to third-party pipelines or terminals for further distribution, including a 25-mile hydrogen pipeline (collectively, the Central West System);

•	a 1,910-mile refined product pipeline originating in southern Kansas and terminating at Jamestown, North Dakota, with a western extension to North Platte, Nebraska and an eastern extension into Iowa (the East Pipeline);

•	a 440-mile refined product pipeline originating at Tesoro Corporation’s Mandan, North Dakota refinery and terminating in Minneapolis, Minnesota (the North Pipeline);

•	crude oil pipelines in Texas, Oklahoma, Kansas, Colorado and Illinois with an aggregate length of 940 miles and crude oil storage facilities providing 1.9 million barrels of storage capacity in Texas, Oklahoma and Colorado that are located along the crude oil pipelines; and

•	a 2,000-mile anhydrous ammonia pipeline originating at the Louisiana delta area that travels north through the midwestern United States forking east and west to terminate in Nebraska and Indiana (the Ammonia Pipeline).

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(a)	The capacity information disclosed above for the McKee to Amarillo, Texas 6-inch pipeline reflects both McKee to Amarillo, Texas pipelines on a combined basis.

(b)	The refined product pipeline from Three Rivers to Pettus, Texas is temporarily idled. The Pettus to Corpus Christi, Texas segment of this refined product pipeline was reactivated as a crude oil pipeline in the second quarter of 2011.

(c)	This category consists of the temporarily idled 6-inch Amarillo, Texas to Albuquerque, New Mexico refined product pipeline.

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(a)	We receive 50% of the tariff with respect to 100% of the barrels transported in the Hooker, Oklahoma to Clawson, Texas pipeline. Accordingly, the capacity is given with respect to 100% of the pipeline.

(b)	The Wasson, Oklahoma to Ardmore (8”- 10”) pipelines referred to above originate at Wasson as two pipelines but merge into one pipeline prior to reaching Ardmore.

(c)	This category consists of the temporarily idled Cheyenne Wells, CO to McKee and Healdton to Ringling, Oklahoma crude oil pipelines.

(a)	This category includes crude oil tanks along the Cheyenne Wells, Colorado to McKee crude oil pipelines located at Carlton, Colorado, Sturgis, Oklahoma, and Stratford, Texas.

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•	throughput volumes transported in our pipelines;

•	lease renewals or throughput volumes in our terminals and storage facilities;

•	tariff rates and fees we charge and the returns we realize for our services;

•	the results of our marketing, trading and hedging activities, which fluctuate depending upon the relationship between refined product prices and prices of crude oil and other feedstocks;

•	demand for crude oil, refined products and anhydrous ammonia;

•	the effect of worldwide energy conservation measures;

•	our operating costs;

•	weather conditions;

•	domestic and foreign governmental regulations and taxes; and

•	prevailing economic conditions.

•	our debt service requirements and restrictions on distributions contained in our current or future debt agreements;

•	the sources of cash used to fund our acquisitions;

•	our capital expenditures;

•	fluctuations in our working capital needs;

•	issuances of debt and equity securities; and

•	adjustments in cash reserves made by our general partner, in its discretion.

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•	a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel and travel;

•	higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;

•	a decrease in spending on construction projects, including road paving and maintenance;

•	an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers;

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an increase in the market price of crude oil that leads to higher refined product prices, including asphalt prices, which may reduce demand for refined products and drive demand for alternative products. Market prices for crude oil and refined products, including asphalt, are subject to wide fluctuation in response to changes in global and regional supply that are beyond our control, and increases in the price of crude oil may result in a lower demand for refined products, including asphalt;

•	a decrease in corn acres planted, which may reduce demand for anhydrous ammonia; and

•	the increased use of alternative fuel sources, such as battery-powered engines.

•	a material decrease in the supply of crude oil;

•	a material decrease in demand for refined products in the markets served by our pipelines, terminals and refineries;

•	scheduled refinery turnarounds or unscheduled refinery maintenance;

•	operational problems or catastrophic events at a refinery;

•	environmental proceedings or other litigation that compel the cessation of all or a portion of the operations at a refinery;

•	a decision by our current customers to redirect refined products transported in our pipelines to markets not served by our pipelines or to transport crude oil or refined products by means other than our pipelines;

•	increasingly stringent environmental regulations; or

•	a decision by our current customers to sell one or more of the refineries we serve to a purchaser that elects not to use our pipelines and terminals.

•	denial or delay in issuing requisite regulatory approvals and/or permits;

•	unplanned increases in the cost of construction materials or labor;

•	disruptions in transportation of modular components and/or construction materials;

•	severe adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers;

•	shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;

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•	market-related increases in a project’s debt or equity financing costs; and/or

•	nonperformance by, or disputes with, vendors, suppliers, contractors or sub-contractors involved with a project.

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•	production is substantially less than expected;

•	the counterparties to our futures contracts fail to perform under the contracts; or

•	there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices received.

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•	Our general partner is allowed to take into account the interests of parties other than us, such as NuStar GP Holdings, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to the unitholders;

•	Our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies

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•	Our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional limited partner interests and reserves, each of which can affect the amount of cash that is paid to our unitholders;

•	Our general partner determines in its sole discretion which costs incurred by NuStar GP Holdings and its affiliates are reimbursable by us;

•	Our general partner may cause us to pay the general partner or its affiliates for any services rendered on terms that are fair and reasonable to us or enter into additional contractual arrangements with any of these entities on our behalf;

•	Our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and

•	In some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions.

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ITEM 5.	MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF COMMON UNITS

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(a)	The significant increase in revenues, operating income, income from continuing operations and balance sheet data are primarily due to the acquisition of our asphalt operations in March 2008.

(b)	In 2008, the Financial Accounting Standards Board provided additional guidance regarding the application of the two-class method to calculate earnings per unit for master limited partnerships, which was effective January 1, 2009. As a result, income from continuing operations per unit applicable to limited partners for the year ended December 31, 2007 changed from $2.74 previously reported.

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•	Overview

•	Results of Operations

•	Trends and Outlook

•	Liquidity and Capital Resources

•	Related Party Transactions

•	Critical Accounting Policies

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•	company-specific factors, such as facility integrity issues and maintenance requirements that impact the throughput rates of our assets;

•	seasonal factors that affect the demand for products transported by and/or stored in our assets and the demand for products we sell, particularly asphalt;

•	industry factors, such as changes in the prices of petroleum products that affect demand and operations of our competitors;

•	factors such as commodity price volatility that impact our asphalt and fuels marketing segment; and

•	other factors, such as refinery utilization rates and maintenance turnaround schedules, that impact our refineries as well as the operations of refineries served by our storage and transportation assets.

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•	an increase of $18.8 million from completed tank expansion projects at our St. Eustatius and St. James terminals;

•	an increase of $8.7 million at our St. Eustatius facility mainly due to increased throughput and related handling fees, as well as new customer contracts, rate escalations and increased reimbursable revenues;

•	an increase of $7.0 million across various domestic terminals due to rate escalations, new customer contracts, and increased reimbursable revenues;

•	an increase of $6.4 million related to the Turkey Acquisition and the Asphalt Holdings Acquisition; and

•	an increase of $5.1 million at our UK and Amsterdam terminals, primarily due to the effect of foreign exchange rates and new customer contracts.

•	a decrease in revenues of $8.5 million and a decrease in throughputs of 32,395 barrels per day on our crude oil and refined product pipelines serving the Three Rivers refinery mainly due to a turnaround in 2011 and the customer receiving crude oil from alternate sources, thus reducing the volume transported on our crude oil pipeline;

•	a decrease in revenues of $6.2 million and a decrease of 48,564 barrels per day on our pipelines serving the Ardmore refinery, mainly due to a turnaround in March and April 2011, followed by operational issues and a shift in supply volumes; and

•	a decrease in revenues of $5.3 million and a decrease in throughputs of 18,453 barrels per day on the Houston pipeline mainly due to market conditions that favored exporting instead of shipping on our pipeline.

•	an increase in revenues of $7.0 million and an increase in throughputs of 14,891 barrels per day on pipelines serving the McKee refinery mainly due to increased crude run rates in 2011 resulting from more favorable economic conditions compared to 2010, as well as operational issues and turnaround activity at the refinery in 2010;

•	an increase in revenues of $4.6 million and an increase in throughputs of 8,123 barrels per day on two reactivated pipelines in South Texas due to increased activity in the Eagle Ford shale formation area; and

•	an increase in revenues of $4.5 million and an increase in throughputs of 4,349 barrels per day on the North Pipeline mainly due to turnaround activity during the second quarter of 2010 at the refinery served by the pipeline.

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•	an increase of $18.8 million mainly at our Gulf Coast and West Coast terminals primarily due to rate escalations and new customer contracts, as well as higher throughput and related handling fees;

•	an increase of $7.1 million related to the Asphalt Holdings Acquisition in May 2010;

•	an increase of $5.2 million at our international terminals mainly due to rate escalations, new customer contracts and higher throughput and related handling fees; and

•	an increase of $3.9 million due to completed tank expansion projects at our Amsterdam, St. Eustatius and Texas City terminals.

•	an increase of $10.9 million mainly related to higher salary and wage expenses resulting from increased headcount and increases in other employee benefit expenses;

•	an increase of $5.0 million related to the Asphalt Holdings Acquisition in May 2010;

•	an increase of $2.3 million in reimbursable expenses, primarily due to increases in tank cleaning, wharfage costs and other various projects. Reimbursable expenses are charged back to our customers and are offset by an increase in reimbursable revenues; and

•	an increase of $2.1 million related to higher environmental costs.

•	an increase in throughputs of 7,936 barrels per day and an increase in revenues of $10.1 million on the Ammonia Pipeline due to more favorable weather conditions compared to the prior year;

•	an increase in throughputs of 3,979 barrels per day and an increase in revenues of $9.1 million on the East Pipeline, mainly due to increased long-haul deliveries resulting in a higher average tariff and higher throughputs resulting from more favorable economic conditions compared to 2009;

•	an increase in throughputs of 14,230 barrels per day and an increase in revenues of $2.4 million on our pipelines that serve a refinery in South Texas due to the completion of a turnaround in 2009, in addition to increased crude run rates resulting from more favorable economic conditions compared to 2009; and

•	an increase of 13,687 barrels per day and an increase of $2.2 million on our pipelines serving the Ardmore refinery, which experienced operational issues in the second quarter of 2009 and was shut down in the third quarter of 2009 following a lightning strike.

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•	reliability capital expenditures, such as those required to maintain equipment reliability and safety; and

•	strategic capital expenditures, such as those to expand and upgrade pipeline capacity, terminal facilities or refinery operations and to construct new pipelines, terminals and storage tanks. In addition, strategic capital expenditures may include acquisitions of pipelines, terminals or storage tank assets, as well as certain capital expenditures related to support functions.

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•	the 2007 Revolving Credit Agreement due December 10, 2012, with a balance of $229.3 million as of December 31, 2011;

•	NuStar Logistics’ 6.875% senior notes due July 15, 2012 with a face value of $100.0 million; 6.05% senior notes due March 15, 2013 with a face value of $229.9 million; 7.65% senior notes due April 15, 2018 with a face value of $350.0 million; and 4.80% senior notes due September 1, 2020 with a face value of $450.0 million;

•	NuPOP’s 7.75% senior notes due February 15, 2012; and 5.875% senior notes due June 1, 2013 with an aggregate face value of $500.0 million;

•	NuStar Logistics’ $365.4 million Gulf Opportunity Zone Revenue Bonds due from 2038 to 2041;

•	the £21 million term loan due December 11, 2012 (UK Term Loan); and

•	the $12.0 million note payable in annual installments through December 31, 2015 to the Port of Corpus Christi Authority of Nueces County, Texas, with a balance of $0.9 million as of December 31, 2011, associated with the construction of a crude oil storage facility in Corpus Christi, Texas (Port Authority of Corpus Christi Note Payable).

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•	crude oil pipelines;

•	refined product pipelines;

•	refined product terminals, excluding our St. Eustatius and Point Tupper facilities;

•	St. Eustatius and Point Tupper terminal operations;

•	bunkering activity at our St. Eustatius and Point Tupper facilities; and

•	asphalt operations.

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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•	funds deposited with a trustee related to revenue bonds issued by the Parish of St. James associated with our St. James terminal expansion (see Note 11. Debt for additional information on the Gulf Opportunity Zone Revenue Bonds);

•	asphalt tank heel inventory and ammonia pipeline linefill;

•	the fair value of our interest rate swap agreements;

•	deferred financing costs amortized over the life of the related debt obligation using the effective interest method;

•	deferred costs resulting from major maintenance activities, such as turnarounds at our refineries and dry-docking of marine vessels, which are amortized over the period of time estimated to lapse until the next major maintenance activity; and

•	deferred costs incurred in connection with acquiring a customer contract, which is amortized over the life of the contract.

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•	a ten-year lease for tugs and barges utilized at our St. Eustatius facility for bunker fuel sales, with two five-year renewal options;

•	leases for tugs and barges utilized at our Point Tupper facility for bunker fuel sales, with lease terms ranging from five to ten years;

•	two separate five-year leases related to our asphalt and fuels marketing segment for tugs and barges utilized on the East Coast, with no renewal options;

•	leases related to our asphalt and fuels marketing segment for storage capacity at third-party terminals with lease terms generally ranging from two to five years; and

•	land leases at various terminal facilities.

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(a)	Amounts are included in specified location for both the gain (loss) reclassified from accumulated OCI into income (effective portion) and the gain (loss) recognized in income on derivative (ineffective portion).

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The Third Amended and Restated 2000 Long-Term Incentive Plan (the 2000 LTIP), under which NuStar GP, LLC may award up to 3,250,000 NS common units. Awards under the 2000 LTIP can include NS unit options, restricted units, performance awards, distribution equivalent rights (DER) and contractual rights to receive common units. As of December 31, 2011, a total of 1,697,163 NS common units remained available to be awarded under the 2000 LTIP.

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The 2003 Employee Unit Incentive Plan (the UIP) under which NuStar GP, LLC may award up to 500,000 NS common units to employees of NuStar GP, LLC or its affiliates, excluding officers and directors of NuStar GP, LLC and its affiliates. Awards under the UIP can include NS unit options, restricted units and DER. As of December 31, 2011, a total of 234,979 NS common units remained available to be awarded under the UIP.

•	The 2002 Unit Option Plan (the UOP) under which NuStar GP, LLC may award up to 200,000 NS unit options to officers and directors of NuStar GP, LLC or its affiliates, of which substantially all of the NS unit options have been awarded as of December 31, 2011.

•

The 2006 Long-Term Incentive Plan (the 2006 LTIP) under which NuStar GP Holdings may award up to 2,000,000 NSH units to employees, consultants and directors of NuStar GP Holdings and its affiliates, including us. Awards under the 2006 LTIP can include NSH unit options, performance awards, DER, restricted units, phantom units, unit grants and unit appreciation rights. As of December 31, 2011, a total of 1,540,033 NSH units remained available to be awarded under the 2006 LTIP.

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(a)	Performance awards vest 1/3 per year if certain performance measures are met.

(b)	The UIP restricted unit grants include 2,880, 2,460 and 2,382 restricted unit awards granted to certain international employees for the years ended December 31, 2011, 2010 and 2009, respectively, that vest 1/3 per year, as defined in the award agreements.

(c)	We do not reimburse NuStar GP, LLC for compensation expense relating to these awards.

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(a)	The net income allocation to the general partner's incentive distribution is less than the actual distribution made with respect to 2011, which is shown in the distribution table below, due to the issuance of common units after the end of the third quarter but before the record date.

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(a)	Effective January 1, 2011, the Netherland Antilles was dissolved and St. Eustatius became part of the Netherlands. Accordingly, revenues for St. Eustatius are now included with revenues for the Netherlands. Previous periods have been restated to conform to this presentation.

(a)	Effective January 1, 2011, the Netherland Antilles was dissolved and St. Eustatius became part of the Netherlands. Accordingly, revenues for St. Eustatius are now included with revenues for the Netherlands. Previous periods have been restated to conform to this presentation.

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(a)	Includes purchase price adjustments related to acquisitions still subject to the measurement period that ends at the earlier of 12 months from the acquisition date or when information becomes available. Also includes foreign currency translation adjustments.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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(a)	Non-guarantor subsidiaries are wholly owned by NuStar Energy, NuStar Logistics or NuPOP.

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

(a)	Management’s Report on Internal Control over Financial Reporting.

(b)	Attestation Report of the Registered Public Accounting Firm.

(c)	Changes in Internal Controls over Financial Reporting.

ITEM 9B.	OTHER INFORMATION

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ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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•	increase value to unitholders, while practicing good corporate governance;

•	support our business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results;

•	provide the Compensation Committee with the flexibility to respond to the continually changing environment in which NuStar Energy operates;

•	align executive incentive compensation with NuStar Energy’s short- and long-term performance results; and

•	provide market-competitive compensation and benefits to enable us to recruit, retain and motivate the executive talent necessary to produce sustainable, superior growth for our unitholders.

•	establishes and approves target compensation levels for each executive officer;

•	approves company performance measures and goals;

•	determines the mix between cash and equity compensation, short-term and long-term incentives and benefits;

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•	verifies the achievement of previously established performance goals; and

•	approves the resulting cash or equity awards to executives.

*	Holly Corporation and Frontier Oil Corporation merged in 2011 to form HollyFrontier Corporation.

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•	base salaries;

•	annual incentive bonuses;

•	long-term equity-based incentives, including:

•	performance units; and

•	restricted units;

•	medical and other insurance benefits, retirement benefits and other perquisites.

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•	The individual’s position, which is used to determine a targeted percentage of annual base salary that may be awarded as incentive bonus. Generally, the target amount for the NEOs is set following the analysis of market practices in the Compensation Comparative Group and a determination of the median bonus target available to comparable executives in those companies;

•	NuStar Energy’s attainment of specific quantitative financial goals, which are established by the Compensation Committee during the first quarter of the year; and

•	A discretionary evaluation by the Compensation Committee of both NuStar Energy’s performance and, in the case of the NEOs, the individual executive’s performance.

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•	30% of the targeted long-term incentive dollar value is awarded to the executive in a grant of performance units. The number of performance units granted is based upon the expected fair value of a single performance unit at the time of grant; and

•	70% of the targeted long-term incentive dollar value is awarded to the executive in the form of restricted units. The number of restricted units granted is based upon the expected fair value of a single restricted unit at the time of grant.

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•	The total company matching contributions that would have been credited to the participant’s account under the Thrift Plan had the participant’s contributions not been reduced pursuant to §401; and

•	The actual company matching contributions credited to such participant’s account.

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(1)

2011 bonus awards were paid in February 2012 with respect to 2011 performance. 2010 bonus amounts were paid in February 2011 with respect to 2010 performance. 2009 bonus amounts were paid in February 2010 with respect to 2009 performance. Bonuses were determined taking into consideration the individual executive’s targets, the executive’s performance and NuStar Energy’s performance in the applicable year, as described above under “Compensation Disclosure & Analysis-Annual Incentive Bonus.”

(2)	The amounts reported represent the grant date fair value of grants of restricted NuStar Energy L.P. units, NuStar Energy L.P. performance units and restricted NuStar GP Holdings, LLC units. Please see “Compensation Discussion and Analysis-Impact of Accounting and Tax Treatment-Accounting Treatment” above in this item for more information.

(3)	For the applicable NEOs, the following table identifies the separate amounts attributable to (A) the aggregate change in the actuarial present value of the NEO’s accumulated benefit under NuStar GP, LLC’s defined benefit and actuarial

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(a)	The amount reported is the difference between the value of executive health exams made available to NuStar Energy officers and the value of NuStar Energy’s all-employee wellness assessments.

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(1)

Performance units were awarded by the Board, upon recommendation of the Compensation Committee, on January 28, 2011. Each award is subject to vesting in three annual increments, based upon our TUR during rolling three-year periods that end on December 31 of each year following the date of grant. At the end of each performance period, our TUR is compared to the Peer Group and ranked by quartile. Executives then earn 0%, 50%, 100% or 150% of that portion of the initial grant amount that is vesting, depending upon whether our TUR is in the last, 3rd, 2nd or 1st quartile, respectively, and they earn 200% if we rank highest in the group. Amounts not earned in a given performance period can be carried forward for one additional performance period and up to 100% of the carried amount can still be earned. For the performance period ended December 31, 2011, our performance ranked in the fourth quartile of the group, and none of the eligible units were vested.

(2)

Restricted units of NuStar Energy were granted by the Compensation Committee at a joint meeting with the Compensation Committee of NuStar GP Holdings, LLC on November 7, 2011 and the grant date for these restricted units was set at that time for the date that was as soon as administratively practicable after the meeting and on a date that would coincide with the awards of long-term incentives to most NuStar employees. The restricted units vest 1/5 annually over five years beginning on the first anniversary of the grant date.

(3)

Restricted units of NuStar GP Holdings, LLC were approved by the Compensation Committee of NuStar GP Holdings at a joint meeting with the Compensation Committee of NuStar GP, LLC on November 7, 2011, and the grant date for these restricted units was set at that time for the date that was as soon as administratively practicable after the meeting. The restricted units vest 1/5 annually over five years beginning on the first anniversary of the grant date.

(4)	The grant date fair value for performance units was determined by multiplying the number of performance units that were granted by the NYSE closing unit price of our units on the date of grant, $68.96.

(5)	The grant date fair value for restricted units was determined by multiplying the number of restricted units that were granted by the NYSE closing unit price of our units on the date of grant, $55.46.

(6)	The grant date fair value for restricted units was determined by multiplying the number of NuStar GP Holdings, LLC restricted units that were granted by the NYSE closing unit price of NuStar GP Holdings, LLC units on the date of grant, $30.53.

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(1)	Options granted March 22, 2002 vested in 1/3 increments over three years, beginning on the first anniversary of the date of grant.

(2)	Options granted September 23, 2002 vested in 1/3 increments over three years, beginning on the first anniversary of the date of grant.

(3)	Options granted October 29, 2003 vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(4)	Options granted on October 28, 2004 vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(5)	Options granted on October 27, 2005 vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(6)	Options granted on November 2, 2006 vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(7)	Options of NuStar GP Holdings granted November 16, 2007 vest in 1/3 increments over three years, beginning on the third anniversary of the date of grant.

(8)	Options granted April 30, 2007 vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(9)

Mr. Anastasio’s restricted NuStar Energy L.P. units consist of: 1,442 restricted units granted November 16, 2007; 3,400 restricted units granted November 6, 2008; 4,140 restricted units granted December 14, 2009; 5,520 restricted units granted December 30, 2010 and 8,705 restricted units granted on December 16, 2011. All of Mr. Anastasio’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(10)

Mr. Anastasio’s restricted NuStar GP Holdings, LLC units consist of: 3,480 restricted units granted November 6, 2008; 3,900 restricted units granted December 14, 2009; 5,200 restricted units granted December 30, 2010 and 6,630 restricted units granted December 16, 2011. All of Mr. Anastasio’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(11)

Mr. Anastasio’s unvested NuStar Energy L.P. performance units were granted January 26, 2006, January 25, 2007, January 24, 2008, January 22, 2009, February 26, 2010 and January 28, 2011 and vest annually in 1/3 increments over three years beginning on the first anniversary of their grant date. The performance units are payable in NuStar Energy L.P.’s units. Upon vesting, the performance units are converted into a number of NuStar Energy L.P. units based on NuStar Energy’s TUR during rolling three-year periods that end of December 31 of each year following the date of grant. At the end of each performance period, NuStar Energy’s TUR is compared to the Peer Group and ranked by quartile. Holders of the performance units then earn 0%, 50%, 100% or 150% of that portion of the initial grant that is vesting, depending upon whether NuStar Energy’s TUR is in the last, third, second or first quartile, respectively; holders earn 200% if NuStar Energy is the highest ranking entity in the Peer Group. For the period ended December 31, 2009, NuStar’s TUR was in the last quartile of it and the Peer Group, which resulted in no vesting for participants. For the period ended December 31, 2010, NuStar’s TUR was in the first quartile of it and the Peer Group, which resulted in a 150% vest for participants. Mr. Anastasio received a total of 13,908 units for the 2010 performance period. For the period ended December 31, 2011, NuStar’s TUR was in the last quartile of it and the Peer Group, which resulted in no vesting

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(12)	Mr. Barron's restricted NuStar Energy L.P. units consist of: 600 restricted units granted November 16, 2007; 1,040 restricted units granted November 6, 2008; 1,269 restricted units granted December 14, 2009; 1,964 restricted units granted on December 30, 2010; and 3,140 restricted units granted December 16, 2011.

(13)	Mr. Barron's restricted NuStar GP Holdings, LLC units consist of: 1,080 restricted units granted November 6, 2008; 1,197 restricted units granted December 14, 2009; 1,640 restricted units granted December 30, 2010; and 2,390 restricted units granted December 16, 2011.

(14)	Mr. Barron's unvested NuStar Energy L.P. performance units were granted and vest in accordance with the description in Footnote (11) above. For the 2009 period, Mr. Barron received no vested performance units. For the 2010 period, Mr. Barron received a total of 4,438 units. For the 2011 period, Mr. Barron received no vested performance units.

(15)

Mr. Blank’s restricted NuStar Energy L.P. units consist of: 672 restricted units granted November 16, 2007; 1,320 restricted units granted November 6, 2008; 1,587 restricted units granted December 14, 2009; 2,452 restricted units granted December 30, 2010 and 3,785 restricted units granted December 16, 2011. All of Mr. Blank’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(16)	Mr. Blank’s restricted NuStar GP Holdings, LLC units consist of: 1,360 restricted units granted November 6, 2008; 1,497 restricted units granted December 14, 2009; 2,048 restricted units granted December 30, 2010 and 2,880 restricted units granted December 16, 2011. All of Mr. Blank’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(17)

Mr. Blank's unvested performance units were granted and vest in accordance with Footnote (10) above. Mr. Blank’s unvested NuStar Energy L.P. performance units were granted and vest in accordance with the description in Footnote (11) above. For the 2009 period, Mr. Blank received no vested performance units. For the 2010 period, Mr. Blank received a total of 5,965 units. For the 2011 period, Mr. Blank received no vested performance units.

(18)

Mr. Bluntzer’s restricted NuStar Energy L.P. units consist of: 600 restricted units granted November 16, 2007; 1,160 restricted units granted November 6, 2008; 1,422 restricted units granted December 14, 2009; 2,200 restricted units granted December 30, 2010; and 3,390 restricted units granted December 16, 2011. All of Mr. Bluntzer’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(19)

Mr. Bluntzer’s restricted NuStar GP Holdings, LLC units consist of: 1,200 restricted units granted November 6, 2008; 1,341 restricted units granted December 14, 2009; 1,832 restricted units granted December 30, 2010; and 2,580 restricted units granted December 16, 2011. All of Mr. Bluntzer’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(20)	Mr. Bluntzer’s unvested NuStar Energy L.P. performance units were granted and vest in accordance with Footnote (11) above. For the 2009 period, Mr. Bluntzer received no vested performance units. For the 2010 period, Mr. Bluntzer received a total of 5,136 units. For the 2011 period, Mr. Bluntzer received no vested performance units.

(21)

Ms. Brown’s restricted NuStar Energy L.P. units consist of: 200 restricted units granted April 30, 2007; 600 restricted units granted November 16, 2007; 1,160 restricted units granted November 6, 2008; 1,422 restricted units granted December 14, 2009; 2,200 restricted units granted December 30, 2010; and 3,390 restricted units grants December 16, 2011. All of Ms. Brown’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(22)

Ms. Brown’s restricted NuStar GP Holdings, LLC units consist of: 1,200 restricted units granted November 6, 2008; 1,341 restricted units granted December 14, 2009; 1,832 restricted units granted December 30, 2010; and 2,580 restricted units granted December 16, 2011. All of Ms. Brown’s restricted units vest in 1/5 increments over five years, beginning on the first anniversary of the date of grant.

(23)	Ms. Brown’s unvested NuStar Energy L.P. performance units were granted and vest in accordance with Footnote (11) above. For the 2009 period, Ms. Brown received no vested performance units. For the 2010 period, Ms. Brown received a total of 4,648 units. For the 2011 period, Ms. Brown received no vested performance units.

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(1)	None of the NEOs exercised options in 2011.

(2)

Mr. Anastasio’s NuStar Energy L.P. units vested in 2011 as follows: 13,908 units on January 28, 2011; 838 units on November 2, 2011; 1,700 units on November 6, 2011; 1,442 units on November 16, 2011; 1,380 units on December 14, 2011; and 1,380 on December 30, 2011. Mr. Anastasio’s NuStar GP Holdings, LLC units vested in 2011 as follows: 1,740 units on November 6, 2011; 1,300 units on December 14, 2011; and 1,300 units on December 30, 2011.

(3)

Mr. Barron's NuStar Energy L.P. units vested in 2011 as follows: 4,438 units on January 28, 2011; 160 units on November 2, 2011; 520 units on November 6, 2011; 600 units on November 16, 2011; 423 units on December 14, 2011; and 491 units on December 30, 2011. Mr. Barron's NuStar GP Holdings, LLC units vested in 2011 as follows: 540 units on November 6, 2011; 399 units on December 14, 2011; and 410 units on December 30, 2011.

(4)

Mr. Blank’s NuStar Energy L.P. units vested in 2011 as follows: 5,965 units on January 28, 2011; 390 units on November 2, 2011; 660 units on November 6, 2011; 672 units on November 16, 2011; 529 units on December 14, 2011; and 613 on December 30, 2011. Mr. Blank’s NuStar GP Holdings, LLC units vested in 2011 as follows: 680 units on November 6, 2011; 499 units on December 14, 2011; and 512 units on December 30, 2011.

(5)

Mr. Bluntzer’s NuStar Energy L.P. units vested in 2011 as follows: 5,136 units on January 28, 2011; 310 units on November 2, 2011; 580 units on November 6, 2011; 600 units on November 16, 2011; 474 units on December 14, 2011; and 550 units on December 30, 2011. Mr. Bluntzer’s NuStar GP Holdings, LLC units vested in 2011 as follows: 600 units on November 6, 2011; 447 units on December 14, 2011; and 458 units on December 30, 2011.

(6)	Ms. Brown’s units vested in 2011 as follows: 4,648 units on January 28, 2011; 200 units on April 30, 2011; 580 units on November 6, 2011; 600 units on November 16, 2011; 474 on December 14, 2011; and 550 units on December 30, 2011. Ms. Brown’s NuStar GP Holdings, LLC units vested in 2010 as follows: 600 units on November 6, 2011; 447 units on December 14, 2011; and 458 units on December 30, 2011.

(7)

The value realized on vesting was calculated by multiplying the closing price of NuStar Energy L.P. units on the NYSE on the date of vesting by the number of NuStar Energy L.P. units vested or the closing price of NuStar GP Holdings, LLC units on the NYSE on the date of vesting by the number of NuStar GP Holdings, LLC units vested, as applicable. The closing prices of the applicable dates are as follows:

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(1)

The present values stated above were calculated using the same interest rate and mortality table that we use for valuations under U.S. Generally Accepted Accounting Principles as set forth in Accounting Standards Codification (ASC) 715 for financial reporting purposes. The present values as of December 31, 2011 were determined using: (a) a 5.21% discount rate, and (b) the plans’ earliest unreduced retirement age (i.e., age 62). The present values reflect postretirement mortality rates based on the 2011 Static Mortality Table for Annuitants and Non-Annuitants per IR Reg. 1.430(h)(3)-1(e). No decrements were included for preretirement termination, mortality or disability. Where applicable, lump sums were determined based on a 4.71% interest rate and the mortality table prescribed by the Internal Revenue Service in Revenue Ruling 2007-67 and updated by IRS Notice 2008-85 for distributions in the years 2009-2013.

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(i)	1.6% of the employee’s average monthly compensation multiplied by the employee’s years of service; plus

(ii)	0.35% of the product of the employee’s years of service and the amount that the employee’s average monthly compensation exceeds the lesser of:

(iii)	the employee’s Pension Plan benefit.

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(1)	The executives made no contributions to these plans in 2011.

(2)	Amounts reported represent our contributions to our Excess Thrift Plan. All of the amounts included in this column are included within the amounts reported as “All Other Compensation” for 2011 in the Summary Compensation Table.

(3)	Amounts include the earnings (excluding dividends, if any), if any, of the executives’ respective account in (as applicable) our Excess Thrift Plan and our Frozen Nonqualified 401(k) Plan. In each case, the aggregate amount of 2011 earnings for those accounts was negative, as shown in the following table:

(4)	The executives made no withdrawals from and received no distributions under our plans in 2011.

(5)	Amounts include the aggregate balance, if any, of the executives’ respective account in (as applicable) our Excess Thrift Plan and our Frozen Nonqualified 401(k) Plan.

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•	the acquisition by an individual, entity or group of beneficial ownership of 40% of NuStar GP Holdings’ voting interests;

•	the failure of NuStar GP Holdings to control NuStar GP, LLC, NuStar Energy’s general partner, Riverwalk Logistics, L.P., or all of the general partner interests of NuStar Energy;

•	Riverwalk Logistics, L.P. ceases to be NuStar Energy’s general partner or Riverwalk Logistics, L.P. is no longer controlled by either NuStar GP, LLC or one of its affiliates;

•	the acquisition of more than 50% of all voting interests of NuStar Energy then outstanding;

•	certain consolidations or mergers of NuStar GP Holdings;

•	certain consolidations or mergers of NuStar Energy;

•	sale of all or substantially all of the assets of NuStar GP Holdings to anyone other than its affiliates;

•	sale of all or substantially all of the assets of NuStar Energy to anyone other than its affiliates; or

•	change in the composition of the NuStar GP Holdings board of directors so that fewer than a majority of those directors are “incumbent directors” as defined in the agreement.

•	a diminution in the executive’s position, authority, duties and responsibilities,

•	failure of the successor of NuStar to assume and perform under the agreement, and

•	relocation of the executive or increased travel requirements.

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(1)

Per SEC regulations, for purposes of this analysis we assumed each executive’s compensation at the time of each triggering event to be as stated below. The listed salary is the executive’s actual annualized rate of pay as of December 31, 2011. The listed bonus amount represents the highest bonus earned by the executive in any of the fiscal years 2009, 2010 or 2011 (the three years prior to the assumed change of control):

(2)	The change of control agreements provide that if the company terminates the executive officer’s employment (other than for “cause,” death or “disability,” as defined in the agreement) or if the executive officer terminates his or her employment for “good reason,” as defined in the agreement, the executive is generally entitled to receive the following:

(i)	accrued and unpaid compensation through the date of termination, including a pro-rata annual bonus (for this

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(ii)	two times the sum of the executive officer’s (three times for Mr. Anastasio) annual base salary plus the executive officer’s highest annual bonus from the past three years,

(iii)	the amount of the actuarial present value of the pension benefits (qualified and nonqualified) the executive would have received for an additional two years of service (three years for Mr. Anastasio), and (iv) the equivalent of two years (three years for Mr. Anastasio) of employer contributions under NuStar GP, LLC’s tax-qualified and supplemental defined contribution plans; and

(3)

If the executive’s employment is terminated by reason of his death or disability, then his or her estate or beneficiaries will be entitled to receive a lump sum cash payment equal to any accrued and unpaid salary and vacation pay plus a bonus equal to the highest bonus earned by the executive in the prior three years (prorated to the date of termination). In this example, the termination of employment was deemed to occur on the last day of the year; thus a full year’s bonus is shown in the table. In addition, in the case of disability, the executive would be entitled to any disability and related benefits at least as favorable as those provided by NuStar GP, LLC under its plans and programs during the 120-days prior to the executive’s termination of employment.

(4)

If the executive voluntarily terminates his employment other than for “good reason,” then he or she will be entitled to a lump sum cash payment equal to any accrued and unpaid salary and vacation pay plus a bonus equal to the highest bonus earned by the executive in the prior three years (prorated to the date of termination). In this example, the termination of employment was deemed to occur on the last day of the year; thus a full year’s bonus is shown in the table.

(5)	The change of control agreements provide for a three-year term of employment following a change of control. The agreements generally provide that the executive will continue to enjoy compensation and benefits on terms at least as favorable as in effect prior to the change of control. In addition, all outstanding equity incentive awards will automatically vest on the date of the change of control.

(6)	The executive is entitled to coverage under the welfare benefit plans (e.g., health, dental, etc.) for two years following the date of termination (three years for Mr. Anastasio).

(7)

The amounts stated in the table represent the gross value of previously unvested unit options derived by multiplying (x) the difference between (as applicable) $56.66 (the closing price of NuStar Energy L.P.’s units on the NYSE on December 31, 2011) or $33.25 (the closing price of NuStar GP Holdings, LLC’s units on the NYSE on December 31, 2011), and the options’ exercise prices, times (y) the number of unvested unit options.

(8)

The amounts stated in the table represent the gross value of previously unvested restricted units, derived by multiplying (x) the number of units whose restrictions lapsed because of the change of control, times (y) (as applicable) $56.66 (the closing price of NuStar Energy L.P.’s units on the NYSE on December 31, 2011) or $33.25 (the closing price of NuStar GP Holdings, LLC’s units on the NYSE on December 31, 2011).

(9)	The amounts stated in the table represent the product of (x) the number of performance units whose vesting was accelerated because of the change of control, times 200%, times (y) $56.66 (the closing price of NuStar Energy L.P.’s units on the NYSE on December 31, 2011).

(10)	If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Code, the executive is entitled to receive an additional payment to adjust for the incremental tax cost of the payment or benefit.

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(1)	In addition to the fees paid according to the non-employee director compensation described below, the amounts disclosed in this column exclude reimbursement for expenses for commercial transportation to and from Board meetings and lodging while attending meetings.

(2)	Mr. Anastasio is not compensated for his service as a director of NuStar GP, LLC. His compensation for his services as President and CEO are included above in the Summary Compensation Table.

(3)	The amounts reported represent the grant date fair value for the grant of restricted NuStar Energy L.P. units for the fiscal year ended December 31, 2011. Please see “Compensation Discussion and Analysis- Impact of Accounting and Tax Treatment- Accounting Treatment” above in this item for more information.

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(a)	The business address for all beneficial owners listed above is 2330 North Loop 1604 West, San Antonio, Texas 78248.

(b)	This column includes units issued under NuStar Energy’s long-term incentive plans. Restricted units granted under NuStar GP, LLC’s long-term incentive plans are rights to receive NuStar Energy L.P. units upon vest and, as such, may not be disposed of or voted until vested. The column does not include units that could be acquired under options, which information is set forth in the next column.

(c)	This column discloses units that may be acquired within 60 days of December 31, 2011 through the exercise of unit options.

(d)	As of December 31, 2011, 70,756,078 NuStar Energy L.P. units were issued and outstanding. There are no classes of equity securities of NuStar Energy outstanding other than the units. The calculation for Percentage of Outstanding units includes units listed under the captions “Units Beneficially Owned” and “Units under Exercisable Options.”

(e)	As of December 31, 2011, 42,569,420 NuStar GP Holdings, LLC’s units were issued and outstanding. The calculation for Percentage of Outstanding Units includes units listed under the captions “NuStar GP Holdings, LLC Units Beneficially Owned” and “NuStar GP Holdings, LLC Units under Exercisable Options.”

(1)	NuStar GP Holdings owns the units through its wholly owned subsidiaries, NuStar GP, LLC and Riverwalk Holdings, LLC. NuStar GP Holdings controls voting and investment power of the units through these wholly owned subsidiaries.

(2)	Assumes 70,756,078 units outstanding.

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(1)

Grants under NuStar GP, LLC’s long-term incentive plans do not dilute the interests of NuStar Energy L.P. unitholders. Upon the vest of a restricted unit or the exercise of a unit option granted under NuStar GP, LLC’s plan, NuStar GP, LLC purchases a NuStar Energy L.P. unit to satisfy that vest or exercise on the open market. No new NuStar Energy L.P. units are issued to satisfy vesting restricted units or exercises of unit options.

(2)	As of December 31, 2011, options to purchase 765 NuStar Energy L.P. units remained available for grant under the 2002 Unit Option Plan. As of December 31, 2011, 234,979 units remained available for grant under the 2003 Employee Unit Incentive Plan.

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•	the 2% general partner interest in NuStar Energy, through its indirect 100% ownership interest in Riverwalk Logistics, L.P.;

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

•	10,312,306 NuStar Energy L.P. units representing 14.6% of the issued and outstanding NuStar Energy common units.

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•	is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;

•	consists of charitable contributions by NuStar GP, LLC to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years;

•	consists of charitable contributions to any organization with which a director, or any member of a director’s immediate family, is affiliated as an officer, director or trustee pursuant to a matching gift program of NuStar GP, LLC and made on terms applicable to employees and directors; or is in amounts that do not exceed $250,000 per year; and

•	is not required to be, and it is not otherwise, disclosed in this annual report on Form 10-K.

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