DEI Document
DEI Document - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 1-16417 | ||
Entity Registrant Name | NuStar Energy L.P. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 74-2956831 | ||
Entity Address, Address Line One | 19003 IH-10 West | ||
Entity Address, City or Town | San Antonio | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78257 | ||
City Area Code | (210) | ||
Local Phone Number | 918-2000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.4 | ||
Entity Partnership Units Outstanding | 110,903,823 | ||
Entity Central Index Key | 0001110805 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Limited Partner [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Units | ||
Trading Symbol | NS | ||
Security Exchange Name | NYSE | ||
Series A Preferred Limited Partner [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | ||
Trading Symbol | NSprA | ||
Security Exchange Name | NYSE | ||
Series B Preferred Limited Partner [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | ||
Trading Symbol | NSprB | ||
Security Exchange Name | NYSE | ||
Series C Preferred Limited Partner [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | ||
Trading Symbol | NSprC | ||
Security Exchange Name | NYSE |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Auditor [Abstract] | |
Auditor Location | San Antonio, Texas |
Auditor Name | KPMG LLP |
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 14,489 | $ 5,637 |
Accounts receivable, net | 149,971 | 135,126 |
Inventories | 15,397 | 16,644 |
Prepaid and other current assets | 24,067 | 27,135 |
Total current assets | 203,924 | 184,542 |
Property, plant and equipment, at cost | 5,733,685 | 5,728,848 |
Accumulated depreciation and amortization | (2,330,602) | (2,187,206) |
Property, plant and equipment, net | 3,403,083 | 3,541,642 |
Intangible assets, net | 513,696 | 557,785 |
Goodwill | 732,356 | 732,356 |
Other long-term assets, net | 120,627 | 140,007 |
Total assets | 4,973,686 | 5,156,332 |
Current liabilities: | ||
Accounts payable | 67,765 | 82,446 |
Current portion of finance leases | 4,416 | 3,848 |
Accrued interest payable | 37,607 | 34,139 |
Accrued liabilities | 76,072 | 79,818 |
Taxes other than income tax | 10,607 | 14,475 |
Total current liabilities | 196,467 | 214,726 |
Long-term debt, less current portion | 3,293,415 | 3,183,555 |
Deferred income tax liability | 3,219 | 11,831 |
Other long-term liabilities | 131,299 | 147,956 |
Total liabilities | 3,624,400 | 3,558,068 |
Commitments and contingencies (Note 14) | ||
Series D preferred limited partners (16,346,650 and 23,246,650 units outstanding as of December 31, 2022 and 2021, respectively) (Note 17) | 446,970 | 616,439 |
Partners’ equity (Note 18): | ||
Common limited partners (110,818,718 and 109,986,273 common units outstanding as of December 31, 2022 and 2021, respectively) | 177,620 | 299,502 |
Accumulated other comprehensive loss | (31,605) | (73,978) |
Total partners' equity | 902,316 | 981,825 |
Total liabilities, mezzanine equity and partners' equity | 4,973,686 | 5,156,332 |
Series A Preferred Limited Partner [Member] | ||
Partners’ equity (Note 18): | ||
Preferred limited partners | 218,307 | 218,307 |
Series B Preferred Limited Partner [Member] | ||
Partners’ equity (Note 18): | ||
Preferred limited partners | 371,476 | 371,476 |
Series C Preferred Limited Partner [Member] | ||
Partners’ equity (Note 18): | ||
Preferred limited partners | $ 166,518 | $ 166,518 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Series D preferred units outstanding | 16,346,650 | 23,246,650 |
Limited partners common units outstanding | 110,818,718 | 109,986,273 |
Series A Preferred Limited Partner [Member] | ||
Preferred units outstanding | 9,060,000 | 9,060,000 |
Series B Preferred Limited Partner [Member] | ||
Preferred units outstanding | 15,400,000 | 15,400,000 |
Series C Preferred Limited Partner [Member] | ||
Preferred units outstanding | 6,900,000 | 6,900,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Goodwill impairment losses | $ 0 | $ 34,060 | $ 225,000 |
Other impairment losses | 46,122 | 154,908 | 0 |
General and administrative expenses (excluding depreciation and amortization expense) | 117,116 | 113,207 | 102,716 |
Other depreciation and amortization expense | 7,358 | 7,792 | 8,625 |
Total costs and expenses | 1,274,410 | 1,382,046 | 1,272,462 |
Operating income | 408,813 | 236,454 | 209,102 |
Income (loss) before income tax expense | 225,986 | 42,113 | (196,320) |
Net income (loss) | 222,747 | 38,225 | (198,983) |
Costs and expenses: | |||
Interest expense, net | (209,009) | (213,985) | (229,054) |
Loss on extinguishment of debt | 0 | 0 | (141,746) |
Other income (expense), net | 26,182 | 19,644 | (34,622) |
Income tax expense | $ 3,239 | $ 3,888 | $ 2,663 |
Basic net income (loss) per common unit (Note 19) | $ 0.36 | $ (0.99) | $ (3.15) |
Diluted net income (loss) per common unit (Note 19) | $ 0.36 | $ (0.99) | $ (3.15) |
Basic weighted-average common units outstanding | 110,341,206 | 109,585,635 | 109,155,117 |
Diluted weighted-average common units outstanding | 110,341,206 | 109,585,635 | 109,155,117 |
Service [Member] | |||
Revenues: | |||
Total revenues | $ 1,120,249 | $ 1,157,410 | $ 1,205,494 |
Costs and expenses: | |||
Operating expenses (excluding depreciation and amortization expense) | 364,989 | 388,078 | 403,579 |
Depreciation and amortization expense | 251,878 | 266,588 | 276,476 |
Total costs associated with service revenues/Cost associated with product sales | 616,867 | 654,666 | 680,055 |
Product [Member] | |||
Revenues: | |||
Total revenues | 562,974 | 461,090 | 276,070 |
Costs and expenses: | |||
Total costs associated with service revenues/Cost associated with product sales | 486,947 | 417,413 | 256,066 |
Product and Service [Member] | |||
Revenues: | |||
Total revenues | $ 1,683,223 | $ 1,618,500 | $ 1,481,564 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income (loss) | $ 222,747 | $ 38,225 | $ (198,983) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment (Note 18) | 41,823 | 601 | 1,410 |
Net (loss) gain on pension and other postretirement benefit adjustments, net of income tax (expense) benefit of ($24), ($61) and $28 | (1,556) | 16,413 | (4,144) |
Change in unrealized loss on cash flow hedges | 0 | 0 | (30,291) |
Reclassification of loss on cash flow hedges to interest expense, net | 2,106 | 5,664 | 4,265 |
Total other comprehensive income (loss) | 42,373 | 22,678 | (28,760) |
Comprehensive income (loss) | $ 265,120 | $ 60,903 | $ (227,743) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Income tax (expense) benefit | $ (24) | $ (61) | $ 28 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 222,747 | $ 38,225 | $ (198,983) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Total depreciation and amortization expense | 259,236 | 274,380 | 285,101 |
Amortization of unit-based compensation | 13,781 | 14,209 | 11,477 |
Amortization of debt related items | 10,267 | 12,490 | 11,463 |
(Gain) loss from sale or disposition of assets | (2,785) | (61) | 38,084 |
Gain from insurance recoveries | (16,366) | (14,860) | 0 |
Goodwill impairment losses | 0 | 34,060 | 225,000 |
Other impairment losses | 46,122 | 154,908 | 0 |
Loss on extinguishment of debt | 0 | 0 | 141,746 |
Deferred income tax (benefit) expense | (946) | (1,369) | 212 |
Changes in current assets and current liabilities (Note 20) | 737 | (14,147) | 11,928 |
Decrease (increase) in other long-term assets | 1,091 | 9,867 | (8,101) |
(Decrease) increase in other long-term liabilities | (1,579) | (6,636) | 7,920 |
Other, net | (4,756) | 412 | 151 |
Net cash provided by operating activities | 527,549 | 501,478 | 525,998 |
Cash Flows from Investing Activities: | |||
Capital expenditures | (140,630) | (181,133) | (198,079) |
Change in accounts payable related to capital expenditures | (12,786) | 1,264 | (10,645) |
Proceeds from insurance recoveries | 9,777 | 9,372 | 0 |
Proceeds from sale or disposition of assets | 59,274 | 246,475 | 110,640 |
Net cash (used in) provided by investing activities | (84,365) | 75,978 | (98,084) |
Cash Flows from Financing Activities: | |||
Proceeds from Term Loan, net of discount and issuance costs | 0 | 0 | 463,045 |
Proceeds from note offerings, net of issuance costs | 0 | 0 | 1,182,035 |
Proceeds from other long-term debt borrowings | 989,900 | 977,000 | 883,748 |
Proceeds from short-term debt borrowings | 0 | 0 | 52,000 |
Term Loan repayment, including debt extinguishment costs | 0 | 0 | (601,316) |
Other long-term debt repayments | (883,300) | (1,389,700) | (1,813,963) |
Repurchase of Series D preferred limited partner units | (222,387) | 0 | 0 |
Short-term debt repayments | 0 | 0 | (57,500) |
Distributions to preferred unitholders | (127,299) | (127,551) | (124,622) |
Distributions to common unitholders | (176,413) | (175,263) | (196,203) |
Proceeds from (payments for) termination of interest rate swaps | 0 | 0 | (49,225) |
Payment of tax withholding for unit-based compensation | (6,012) | (3,384) | (10,028) |
Increase (decrease) in cash book overdrafts | 2,331 | (142) | (2,288) |
Other, net | (11,773) | (6,539) | (17,067) |
Net cash provided by (used in) financing activities | (434,953) | (725,579) | (291,384) |
Effect of foreign exchange rate changes on cash | 707 | 136 | 916 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 8,938 | (147,987) | 137,446 |
Cash, cash equivalents and restricted cash as of the beginning of the period | 14,439 | 162,426 | 24,980 |
Cash, cash equivalents and restricted cash as of the end of the period | $ 23,377 | $ 14,439 | $ 162,426 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY AND MEZZANINE EQUITY - USD ($) $ in Thousands | Total | Accumulated Other Comprehensive Loss [Member] | Preferred Limited Partner [Member] | Common Limited Partner [Member] | Series D Preferred Limited Partner [Member] |
Partners' capital - beginning balance at Dec. 31, 2019 | $ 1,776,210 | $ (67,896) | $ 756,301 | $ 1,087,805 | |
Temporary equity - beginning balance at Dec. 31, 2019 | 581,935 | ||||
Partners' capital and temporary equity - beginning balance at Dec. 31, 2019 | 2,358,145 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net income (loss) | (198,983) | 0 | 64,134 | (323,865) | |
Net income (loss), excluding portion attributable to temporary equity | (259,731) | ||||
Net income, temporary equity | $ 60,748 | ||||
Other comprehensive income (loss) | (28,760) | (28,760) | |||
Cash distributions to partners | (64,134) | (196,203) | |||
Distributions to partners, temporary equity | (60,748) | ||||
Unit-based compensation | 22,219 | 22,219 | |||
Series D Preferred Unit accretion, common | (17,626) | (17,626) | |||
Series D Preferred Unit accretion, preferred | 17,626 | ||||
Series D Preferred Unit accretion, total | 0 | ||||
Other | (16) | 0 | 0 | (16) | |
Other, temporary equity | (19) | ||||
Other, including temporary equity | (35) | ||||
Partners' capital - ending balance at Dec. 31, 2020 | 1,231,959 | (96,656) | 756,301 | 572,314 | |
Temporary equity - ending balance at Dec. 31, 2020 | 599,542 | ||||
Partners' capital and temporary equity - ending balance at Dec. 31, 2020 | 1,831,501 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net income (loss) | 38,225 | 0 | 63,982 | (89,174) | |
Net income (loss), excluding portion attributable to temporary equity | (25,192) | ||||
Net income, temporary equity | 63,417 | ||||
Other comprehensive income (loss) | 22,678 | 22,678 | |||
Cash distributions to partners | (63,982) | (175,263) | |||
Distributions to partners, temporary equity | (63,417) | ||||
Unit-based compensation | 8,528 | 8,528 | |||
Series D Preferred Unit accretion, common | (16,903) | (16,903) | |||
Series D Preferred Unit accretion, preferred | 16,903 | ||||
Series D Preferred Unit accretion, total | 0 | ||||
Other | 0 | 0 | 0 | 0 | |
Other, temporary equity | (6) | ||||
Other, including temporary equity | (6) | ||||
Partners' capital - ending balance at Dec. 31, 2021 | 981,825 | (73,978) | 756,301 | 299,502 | |
Temporary equity - ending balance at Dec. 31, 2021 | 616,439 | ||||
Partners' capital and temporary equity - ending balance at Dec. 31, 2021 | 1,598,264 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net income (loss) | 222,747 | 0 | 66,526 | 95,158 | |
Net income (loss), excluding portion attributable to temporary equity | 161,684 | ||||
Net income, temporary equity | 61,063 | ||||
Other comprehensive income (loss) | 42,373 | 42,373 | |||
Cash distributions to partners | (66,526) | (176,413) | |||
Distributions to partners, temporary equity | (61,063) | ||||
Unit-based compensation | 12,302 | 12,302 | |||
Series D Preferred Unit accretion, common | (18,538) | (18,538) | |||
Series D Preferred Unit accretion, preferred | 18,538 | ||||
Series D Preferred Unit accretion, total | 0 | ||||
Series D Preferred Unit repurchase | (222,387) | (34,382) | (188,005) | ||
Other | (9) | 0 | 0 | (9) | |
Other, temporary equity | $ (2) | ||||
Other, including temporary equity | (11) | ||||
Partners' capital - ending balance at Dec. 31, 2022 | 902,316 | $ (31,605) | $ 756,301 | $ 177,620 | |
Temporary equity - ending balance at Dec. 31, 2022 | 446,970 | ||||
Partners' capital and temporary equity - ending balance at Dec. 31, 2022 | $ 1,349,286 |
CONSOLIDATED STATEMENTS OF PA_2
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY AND MEZZANINE EQUITY (parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Limited Partner [Member] | |||
Cash distributions paid, per unit | $ 1.60 | $ 1.60 | $ 1.80 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS Organization NuStar Energy L.P. (NYSE: NS) is a Delaware limited partnership primarily engaged in the transportation, terminalling and storage of petroleum products and renewable fuels and the transportation of anhydrous ammonia. Unless otherwise indicated, the terms “NuStar Energy,” “NS,” “the Partnership,” “we,” “our” and “us” are used in this report to refer to NuStar Energy L.P., to one or more of our consolidated subsidiaries or to all of them taken as a whole. Our business is managed under the direction of the board of directors of NuStar GP, LLC, the general partner of our general partner, Riverwalk Logistics, L.P., both of which are indirectly wholly owned subsidiaries of ours. Operations We conduct our operations through our subsidiaries, primarily NuStar Logistics, L.P. (NuStar Logistics) and NuStar Pipeline Operating Partnership L.P. (NuPOP). We have three business segments: pipeline, storage and fuels marketing. Pipeline. We own 2,920 miles of refined product pipelines and 2,050 miles of crude oil pipelines, as well as 5.6 million barrels of crude oil storage capacity, which comprise our Central West System. In addition, we own 2,495 miles of refined product pipelines, consisting of the East and North pipelines, and a 2,000-mile ammonia pipeline, which comprise our Central East System. The East and North pipelines have aggregate storage capacity of 7.4 million barrels. We charge tariffs on a per barrel basis for transporting refined products, crude oil and other feedstocks in our refined product and crude oil pipelines and on a per ton basis for transporting anhydrous ammonia in the Ammonia Pipeline. Storage. We own terminal and storage facilities in the United States and Mexico, with 36.4 million barrels of storage capacity. Our terminal and storage facilities provide storage, handling and other services on a fee basis for refined products, crude oil, specialty chemicals, renewable fuels and other liquids. Fuels Marketing. The fuels marketing segment mainly includes our bunkering operations in the Gulf Coast, as well as certain of our blending operations associated with our Central East System. Recent Developments Repurchase of Series D Preferred Units. On November 16, 2022, NuStar Energy L.P. entered into agreements with EIG Nova Equity Aggregator, L.P and FS Energy and Power Fund to repurchase an aggregate 6,900,000 of our Series D Cumulative Convertible Preferred Units (Series D Preferred Units), representing approximately one-third of the outstanding units, at a price per unit of $32.73 for an aggregate purchase price of $225.8 million, including approximately $3.4 million related to accrued distributions. These transactions closed on November 22, 2022 and were funded with borrowings under our $1.0 billion unsecured revolving credit agreement. Please see Note 17 for additional information. Point Tupper Terminal Disposition. On April 29, 2022, we sold the equity interests in our wholly owned subsidiaries that owned our Point Tupper terminal facility to EverWind Fuels for $60.0 million (the Point Tupper Terminal Disposition). Please refer to Note 4 for more information. Other Events Debt Amendments. On January 28, 2022, we amended and restated our $1.0 billion unsecured revolving credit agreement to extend the maturity to April 27, 2025, replace the LIBOR-based interest rate and modify other terms. Also on January 28, 2022, we amended our $100.0 million receivables financing agreement to extend the scheduled termination date to January 31, 2025, replace the LIBOR-based interest rate and modify other terms. Please refer to Note 12 for more information. Selby Terminal Fire. On October 15, 2019, our terminal facility in Selby, California experienced a fire that destroyed two storage tanks and temporarily shut down the terminal. We received insurance proceeds of $11.1 million, $28.5 million and $35.0 million, for the years ended December 31, 2022, 2021 and 2020, respectively. In addition, we received $12.4 million in January 2023, which represented the remaining proceeds from the settlement of the property loss claim. For the years ended December 31, 2022 and 2021, we recorded gains of $16.4 million and $14.9 million, respectively, for the amount by which the insurance recoveries exceeded our expenses incurred to date, which are included in “Other income (expense), net” in the consolidated statements of income (loss). We recorded gains from business interruption insurance of $4.0 million and $6.7 million for the years ended December 31, 2021 and 2020, respectively, which are included in “Operating expenses” in the consolidated statements of income (loss). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The accompanying consolidated financial statements represent the consolidated operations of the Partnership and our subsidiaries. Inter-partnership balances and transactions have been eliminated in consolidation. The operations of certain pipelines and terminals in which we own an undivided interest are proportionately consolidated in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates based on currently available information. Management may revise estimates due to changes in facts and circumstances. Cash and Cash Equivalents Cash equivalents are all highly liquid investments with an original maturity of three months or less when acquired. Accounts Receivable Trade receivables are carried at amortized cost, net of a valuation allowance for current expected credit losses. We extend credit to certain customers after review of various credit indicators, including the customer’s credit rating, and obtain letters of credit, guarantees or collateral as deemed necessary. We monitor our ongoing credit exposure through active review of customer balances against contract terms and due dates and pool customer receivables based upon days outstanding, which is our primary credit risk indicator. Our review activities include timely account reconciliations, dispute resolution and payment confirmations. Inventories Inventories consist of petroleum products, materials and supplies. Inventories are valued at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method. Our inventory, other than materials and supplies, consists of one end-product category, petroleum products, which we include in the fuels marketing segment. Accordingly, we determine lower of cost or net realizable value adjustments on an aggregate basis. Materials and supplies are valued at the lower of average cost or net realizable value. Restricted Cash As of December 31, 2022 and 2021, we have restricted cash representing legally restricted funds that are unavailable for general use totaling $8.9 million and $8.8 million, respectively, which is included in “ Other long-term assets, net Property, Plant and Equipment We record additions to property, plant and equipment, including reliability and strategic capital expenditures, at cost. Repair and maintenance costs associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred. Depreciation of property, plant and equipment is recorded on a straight-line basis over the estimated useful lives of the related assets. When property or equipment is retired, sold or otherwise disposed of, the difference between the carrying value and the net proceeds is recognized in “Other income (expense), net” in the consolidated statements of income (loss). We capitalize overhead costs and interest costs incurred on funds used to construct property, plant and equipment while the asset is under construction. The overhead costs and capitalized interest are recorded as part of the asset to which they relate and are amortized over the asset’s estimated useful life as a component of depreciation expense. Leases We lease assets used in our operations, including land and docks. We record all leases on our consolidated balance sheets except for those leases with an initial term of 12 months or less, which are expensed on a straight-line basis over the lease term. We use judgment in determining the reasonably certain lease term and consider factors such as the nature and utility of the leased asset, as well as the importance of the leased asset to our operations. We calculate the present value of our lease liabilities based upon our incremental borrowing rate unless the rate implicit in the lease is readily determinable. For all of our asset classes except the other pipeline and terminal equipment asset class, we combine lease and non-lease components and account for them as a single lease component. Certain of our leases are subject to variable payment arrangements, the most notable of which include: • dockage and wharfage charges, which are based on volumes moved over leased docks and are included in our calculation of our lease payments based on minimum throughput volume requirements. We recognize charges on excess throughput volumes in profit or loss in the period in which the obligation for those payments is incurred; and • consumer price index (CPI) adjustments, which are measured and included in the calculation of our lease payments based on the CPI at the commencement date. We recognize changes in lease payments as a result of changes in the CPI in profit or loss in the period in which those payments are made. See Note 15 for further discussion of our lease arrangements. Goodwill As of December 31, 2022 and 2021, our reporting units to which goodwill has been allocated consisted of the following: • crude oil pipelines; • refined product pipelines; and • terminals, excluding our refinery crude storage tanks and our Point Tupper terminal facility, prior to its disposal on April 29, 2022. Please see Notes 4 and 10 for a discussion of the balances of and changes in the carrying amount of goodwill. We assess goodwill for impairment annually on October 1, or more frequently if events or changes in circumstances indicate it might be impaired. We have the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. We elected to bypass the qualitative assessment for all reporting units as of October 1, 2022 and October 1, 2021 and performed quantitative assessments, resulting in the determination that goodwill was not impaired. We measure goodwill impairment as the excess of each reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill for that reporting unit. The carrying value of each reporting unit equals the total identified assets (including goodwill) less the sum of each reporting unit’s identified liabilities. We used reasonable and supportable methods to assign the assets and liabilities to the appropriate reporting units in a consistent manner. We recognize an impairment of goodwill if the carrying value of a reporting unit that contains goodwill exceeds its estimated fair value. In order to estimate the fair value of the reporting unit, including goodwill, management must make certain estimates and assumptions that affect the total fair value of the reporting unit including, among other things, an assessment of market conditions, projected cash flows, discount rates and growth rates. Management’s estimates of projected cash flows related to the reporting unit include, but are not limited to, future earnings of the reporting unit, assumptions about the use or disposition of the asset, estimated remaining life of the asset, and future expenditures necessary to maintain the asset’s existing service potential. We calculate the estimated fair value of each of our reporting units using a weighted-average of values calculated using an income approach and a market approach. The income approach involves estimating the fair value of each reporting unit by discounting its estimated future cash flows using a discount rate that would be consistent with a market participant’s assumption. The market approach bases the fair value measurement on information obtained from observed stock prices of public companies and recent merger and acquisition transaction data of comparable entities. Management’s estimates are based on numerous assumptions about future operations and market conditions, which we believe to be reasonable but are inherently uncertain. The uncertainties underlying our assumptions and estimates could differ significantly from actual results, which could lead to a different determination of the fair value of our assets. Impairment of Long-Lived Assets We review long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We evaluate recoverability using undiscounted estimated net cash flows generated by the related asset or asset group. If the results of that evaluation indicate that the undiscounted cash flows are less than the carrying amount of the asset (i.e., the asset is not recoverable) we perform an impairment analysis. If our intent is to hold the asset for continued use, we determine the amount of impairment as the amount by which the net carrying value exceeds its fair value. If our intent is to sell the asset, and the criteria required to classify an asset as held for sale are met, we determine the amount of impairment as the amount by which the net carrying amount exceeds its fair value less costs to sell. See Note 4 for a discussion of our long-lived asset impairment charges. We believe that the carrying amounts of our long-lived assets as of December 31, 2022 are recoverable. Income Taxes We are a limited partnership and generally are not subject to federal or state income taxes. Accordingly, our taxable income or loss, which may vary substantially from income or loss reported for financial reporting purposes, is generally included in the federal and state income tax returns of our partners. For transfers of publicly held common units subsequent to our initial public offering, we have made an election permitted by Section 754 of the Internal Revenue Code (the Code) to adjust the common unit purchaser’s tax basis in our underlying assets to reflect the purchase price of the units. This results in an allocation of taxable income and expenses to the purchaser of the common units, including depreciation deductions and gains and losses on sales of assets, based upon the new unitholder’s purchase price for the common units. We conduct certain of our operations through taxable wholly owned corporate subsidiaries. We account for income taxes related to our taxable subsidiaries using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred taxes using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. We recognize a tax position if it is more likely than not that the tax position will be sustained, based on the technical merits of the position, upon examination. We record uncertain tax positions in the financial statements at the largest amount of benefit that is more likely than not to be realized. We had no unrecognized tax benefits as of December 31, 2022 and 2021. NuStar Energy and certain of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. For U.S. federal and state purposes, as well as for our major non-U.S. jurisdictions, tax years subject to examination are 2017 through 2021, according to standard statute of limitations. Asset Retirement Obligations We record a liability for asset retirement obligations at the fair value of the estimated costs to retire a tangible long-lived asset at the time we incur that liability, which is generally when the asset is purchased, constructed or leased, when we have a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the obligation can be made. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the fair value. We have asset retirement obligations with respect to certain of our assets due to various legal obligations to clean and/or dispose of those assets at the time they are retired. However, these assets can be used for an extended and indeterminate period of time as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain our assets and continue making improvements to those assets based on technological advances. As a result, we believe that our assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire these assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any asset, we estimate the costs of performing the retirement activities and record a liability for the fair value of these costs. We also have legal obligations in the form of leases and right-of-way agreements, which require us to remove certain of our assets upon termination of the agreement. However, these lease or right-of-way agreements generally contain automatic renewal provisions that extend our rights indefinitely or we have other legal means available to extend our rights. Liabilities for conditional asset retirement obligations related to the retirement of terminal assets with lease and right-of-way agreements were not material as of December 31, 2022 and 2021. Environmental Remediation Costs Environmental remediation costs are expensed and an associated accrual established when site restoration and environmental remediation and cleanup obligations are either known or considered probable and can be reasonably estimated. These environmental obligations are based on estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. The environmental liabilities have not been reduced by possible recoveries from third parties. Environmental costs include initial site surveys, costs for remediation and restoration and ongoing monitoring costs, as well as fines, damages and other costs, when applicable and estimable. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. Environmental liabilities are difficult to assess and estimate due to unknown factors, such as the timing and extent of remediation, the determination of our liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental laws and regulations may change in the future. We believe that we have adequately accrued for our environmental exposures. Please refer to Note 13 for the amount of accruals for environmental matters. Revenue Recognition Revenue-Generating Activities. Revenues for the pipeline segment are derived from interstate and intrastate pipeline transportation of refined products, crude oil and anhydrous ammonia and the applicable pipeline tariff on a per barrel basis for crude oil or refined products and on a per ton basis for ammonia. Revenues generated from product sales in the pipeline segment relate to surplus pipeline loss allowance volumes. Revenues for the storage segment include fees for tank storage agreements, under which a customer agrees to pay for a certain amount of storage in a tank over a period of time (storage terminal revenues), and throughput agreements, under which a customer pays a fee per barrel for volumes moving through our terminals (throughput terminal revenues). Our terminals also provide blending, additive injections, handling and filtering services for which we charge additional fees. Revenues for the fuels marketing segment are derived from the sale of petroleum products. Within both our pipeline and storage segments, we provide services on uninterruptible and interruptible bases. Uninterruptible services within our pipeline segment typically result from contracts that contain take-or-pay minimum volume commitments (MVCs) from the customer. Contracts with MVCs obligate the customer to pay for that minimum amount. If a customer fails to meet its MVC for the applicable service period, the customer is obligated to pay a deficiency fee based upon the shortfall between the actual volumes transported or stored and the MVC for that service period (deficiency payments). In exchange, those contracts with MVCs obligate us to stand ready to transport volumes up to the customer’s MVC. Within our storage segment, uninterruptible services arise from contracts containing a fixed monthly fee for the portion of storage capacity reserved by the customer. These contracts require that the customer pay the fixed monthly fee, regardless of whether or not it uses our storage facility (i.e., take-or-pay obligation), and that we stand ready to store that volume. Interruptible services within our pipeline and storage segments are generally provided when and to the extent we determine the requested capacity is available. The customer typically pays a per-unit rate for the actual quantities of services it receives. For the majority of our contracts, we recognize revenue in the amount to which we have a right to invoice. Generally, payment terms do not exceed 30 days. Performance Obligations. The majority of our contracts contain a single performance obligation. For our pipeline segment, the single performance obligation encompasses multiple activities necessary to deliver our customers’ products to their destinations. Typically, we satisfy this performance obligation over time as the product volume is delivered in or out of the pipelines. Certain of our pipeline segment customer contracts include an incentive pricing structure, which provides a discounted rate for the remainder of the contract once the customer exceeds a cumulative volume. The ability to receive discounted future services represents a material right to the customer, which results in a second performance obligation in those contracts. The performance obligation for our storage segment consists of multiple activities necessary to receive, store and deliver our customers’ products. We typically satisfy this performance obligation over time as the product volume is delivered in or out of the tanks (for throughput terminal revenues) or with the passage of time (for storage terminal revenues). Product sales contracts generally include a single performance obligation to deliver specified volumes of a commodity, which we satisfy at a point in time, when the product is delivered and the customer obtains control of the commodity. Optional services described in our contracts do not provide a material right to the customer, and are not considered a separate performance obligation in the contract. If and when a customer elects an optional service, and the terms of the contract are otherwise met, those services become part of the existing performance obligation. Transaction Price. For uninterruptible services, we determine the transaction price at contract inception based on the guaranteed minimum amount of revenue over the term of the contract. For interruptible services and optional services, we determine the transaction price based on our right to invoice the customer for the value of services provided to the customer for the applicable period. In certain instances, our customers reimburse us for capital projects, in arrangements referred to as contributions in aid of construction, or CIAC. Typically, in these instances, we receive upfront payments for future services, which are included in the transaction price of the underlying service contract. We collect taxes on certain revenue transactions to be remitted to governmental authorities, which may include sales, use, value-added and some excise taxes. These taxes are not included in the transaction price and are, therefore, excluded from revenues. Allocation of Transaction Price. We allocate the transaction price to the single performance obligation that exists in the vast majority of our contracts with customers. For the few contracts that have a second performance obligation, such as those that include an incentive pricing structure, we calculate an average rate based on the estimated total volumes to be delivered over the term of the contract and the resulting estimated total revenue to be billed using the applicable rates in the contract. We allocate the transaction price to the two performance obligations by applying the average rate to product volumes as they are delivered to the customer over the term of the contract. Determining the timing and amount of volumes subject to these incentive pricing contracts requires judgment that can impact the amount of revenue allocated to the two separate performance obligations. We base our estimates on our analysis of expected future production information available from our customers or other sources, which we update at least quarterly. Some of our MVC contracts include provisions that allow the customer to apply deficiency payments to future service periods (the carryforward period). In those instances, we have not satisfied our performance obligation as we still have the obligation to perform those services, subject to contractual and/or capacity constraints, at the customer’s request. At least quarterly, we assess the customer’s ability to utilize any deficiency payments during the carryforward period. If we receive a deficiency payment from a customer that we expect the customer to utilize during the carryforward period, we defer that amount as a contract liability. We will consider the performance obligation satisfied and allocate any deferred deficiency payments to our performance obligation when the customer utilizes the deficiency payment, the carryforward period ends or we determine the customer cannot or will not utilize the deficiency payment (i.e. breakage). If our contract does not allow the customer to apply deficiency payments to future service periods, we allocate the deficiency payment to the already satisfied portion of the performance obligation. Income Allocation Our partnership agreement contains provisions for the allocation of net income to the unitholders. Our net income for each quarterly reporting period is first allocated to the preferred limited partner unitholders in an amount equal to the earned distributions for the respective reporting period. We allocate the remaining net income or loss among the common unitholders. Basic and Diluted Net Income (Loss) Per Common Unit Basic and diluted net income (loss) per common unit is determined pursuant to the two-class method. Under this method, all earnings are allocated to our limited partners and participating securities based on their respective rights to receive distributions earned during the period. Participating securities include restricted units awarded under our long-term incentive plans. We compute basic net income (loss) per common unit by dividing net income (loss) attributable to our common limited partners by the weighted-average number of common units outstanding during the period. We compute diluted net income (loss) per common unit by dividing net income (loss) attributable to our common limited partners by the sum of (i) the weighted-average number of common units outstanding during the period and (ii) the effect of dilutive potential common units outstanding during the period. Dilutive potential common units include contingently issuable performance units awarded and the Series D Preferred Units. See Note 22 for additional information on our performance units, Note 17 for additional information on our Series D Preferred Units and Note 19 for the calculation of basic and diluted net income (loss) per common unit. Derivative Financial Instruments When we apply hedge accounting, we formally document all relationships between hedging instruments and hedged items. This process includes identification of the hedging instrument and the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness will be assessed. To qualify for hedge accounting, at inception of the hedge we assess whether the derivative instruments that are used in our hedging transactions are expected to be highly effective in offsetting changes in cash flows. Throughout the designated hedge period and at least quarterly, we assess whether the derivative instruments are highly effective and continue to qualify for hedge accounting. We enter into forward-starting swaps in order to hedge the risk of changes in the interest payments attributable to changes in the benchmark interest rate during the period from the effective date of the swap to the issuance of the forecasted debt. For forward-starting interest rate swaps designated and qualifying as cash flow hedges, we recognize the fair value of each interest rate swap in the consolidated balance sheets. We record changes in the fair value of the hedge as a component of accumulated other comprehensive income (loss) (AOCI), to the extent those cash flow hedges remain highly effective. If at any point a cash flow hedge ceases to qualify for hedge accounting, changes in the fair value of the hedge are recognized in “Interest expense, net” from that date forward. The amount accumulated in AOCI is amortized into “Interest expense, net” as the forecasted interest payments occur or if the interest payments are probable not to occur. We classify cash flows associated with our derivative instruments as operating cash flows in the consolidated statements of cash flows, except for receipts or payments associated with terminated forward-starting interest rate swap agreements, which are included in cash flows from financing activities. See Note 16 for additional information regarding our derivative financial instruments. Defined Benefit Plans We estimate pension and other postretirement benefit obligations and costs based on actuarial valuations. The annual measurement date for our pension and other postretirement benefit plans is December 31. The actuarial valuations require the use of certain assumptions including discount rates, expected long-term rates of return on plan assets and expected rates of compensation increase. Changes in these assumptions are primarily influenced by factors outside our control. Please refer to Note 21 for further discussion of our pension and other postretirement benefit obligations. Unit-based Compensation Unit-based compensation for our long-term incentive plans is recorded in our consolidated balance sheets based on the fair value of the awards granted and recognized as compensation expense primarily on a straight-line basis over the requisite service period. Forfeitures of our unit-based compensation awards are recognized as an adjustment to compensation expense when they occur. Unit-based compensation expense is included in “General and administrative expenses” on our consolidated statements of income (loss). See Note 22 for additional information regarding our unit-based compensation. Foreign Currency Translation The functional currencies of our foreign subsidiaries are the local currencies of the countries in which the subsidiaries are located. The assets and liabilities of our foreign subsidiaries with local functional currencies are translated to U.S. dollars at period-end exchange rates, and income and expense items are translated to U.S. dollars at weighted-average exchange rates in effect during the period. These translation adjustments are included in “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Upon the sale or liquidation of our investment in a foreign subsidiary, translation adjustments that have historically accumulated in AOCI related to that subsidiary are released from AOCI and reported as part of the gain or loss on sale. Gains and losses on foreign currency transactions are included in “Other income (expense), net” in the consolidated statements of income (loss). Reclassifications We have reclassified certain previously reported amounts in the consolidated financial statements and notes to conform to current-period presentation. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTIn March 2020, the Financial Accounting Standards Board (FASB) issued guidance intended to provide relief to companies impacted by reference rate reform, which is the transition away from the London Interbank Offering Rate (LIBOR) as its publication is expected to cease after June 30, 2023. The amended guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective as of March 12, 2020 through December 31, 2024. We adopted the guidance on a prospective basis on the effective date, and it did not have an impact on our financial position, results of operations or disclosures at transition. We will continue to evaluate the impact on contracts modified on or before December 31, 2024. As of December 31, 2022, we expect the interest rate on our subordinated notes and the distribution rates on our 8.50% Series A, 7.625% Series B and 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units to transition from LIBOR-based rates to rates based on the Secured Overnight Financing Rate (SOFR), or a similar rate, beginning in the third quarter of 2023, in accordance with the guidance and the applicable rules and regulations governing such transition. |
DISPOSITIONS AND IMPAIRMENTS
DISPOSITIONS AND IMPAIRMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS, DISCONTINUED OPERATIONS AND IMPAIRMENTS | DISPOSITIONS AND IMPAIRMENTS Point Tupper Terminal Disposition On April 29, 2022, we sold the equity interests in our wholly owned subsidiaries that owned our Point Tupper terminal facility in Nova Scotia, Canada (the Point Tupper Terminal Operations) to EverWind Fuels for $60.0 million. The terminal facility had a storage capacity of 7.8 million barrels and was included in the storage segment. We utilized the sales proceeds to reduce debt and improve our debt metrics. During the first quarter of 2022, we determined the Point Tupper Terminal Operations met the criteria to be classified as held for sale. We compared the carrying value of the Point Tupper Terminal Operations, which included $42.2 million in cumulative foreign currency translation losses accumulated since our acquisition of the Point Tupper terminal facility in 2005, to its fair value less costs to sell, and we recognized a pre-tax impairment loss of $46.1 million in the first quarter of 2022, which is presented in "Other impairment losses" on the consolidated statements of income (loss). We believe that the sales price of $60.0 million provided a reasonable indication of the fair value of the Point Tupper Terminal Operations as it represented an exit price in an orderly transaction between market participants. The sales price was a quoted price for identical assets and liabilities in a market that was not active and, thus, our fair value estimate fell within Level 2 of the fair value hierarchy. Upon closing in the second quarter of 2022, we released $39.6 million of foreign currency translation losses from AOCI and finalized our sales price, resulting in a gain of $1.6 million, which is presented in “ Other income (expense), net Eastern U.S. Terminals Disposition On August 1, 2021, we entered into an agreement (the Purchase Agreement) to sell nine U.S. terminal and storage facilities, including all our North East Terminals and one terminal in Florida (the Eastern U.S. Terminal Operations) to Sunoco LP for $250.0 million (the Eastern U.S. Terminals Disposition). The Eastern U.S. Terminal Operations included terminals in the following locations; Jacksonville, Florida; Andrews Air Force Base, Maryland; Baltimore, Maryland; Piney Point, Maryland; Virginia Beach, Virginia; Paulsboro, New Jersey; and Blue Island, Illinois, as well as both Linden, New Jersey terminals. The Eastern U.S. Terminal Operations had an aggregate storage capacity of 14.8 million barrels and were included in the storage segment. We closed the sale on October 8, 2021 and used the proceeds from the sale to reduce debt and improve our debt metrics. The Eastern U.S. Terminal Operations met the criteria to be classified as held for sale upon our entrance into the Purchase Agreement during the third quarter of 2021. At that time, we allocated goodwill of $34.1 million to the Eastern U.S. Terminal Operations based on its fair value relative to the terminals reporting unit, with which it had been fully integrated. We tested the allocated goodwill for impairment by comparing the fair value of the Eastern U.S. Terminal Operations to its carrying value. The results of our goodwill impairment test indicated that the carrying value of the Eastern U.S. Terminal Operations exceeded its fair value, and we recognized a related goodwill impairment charge of $34.1 million in the third quarter of 2021 to reduce the allocated goodwill to $0. The goodwill impairment loss is reported in “Goodwill impairment losses” on the consolidated statements of income (loss). We believe that the sales price of $250.0 million provided a reasonable indication of the fair value of the Eastern U.S. Terminal Operations as it represented an exit price in an orderly transaction between market participants. The sales price was a quoted price for identical assets and liabilities in a market that was not active and, thus, our fair value estimate fell within Level 2 of the fair value hierarchy. We compared the remaining carrying value of the Eastern U.S. Terminal Operations, after its goodwill impairment, to its fair value less costs to sell. We recognized an asset impairment loss of $95.7 million in the third quarter of 2021, which is reported in “Other impairment losses” on the consolidated statements of income (loss). The asset impairment loss included $23.9 million related to intangible assets representing customer contracts and relationships. We determined the assets in the above dispositions were no longer synergistic with our core assets, and these dispositions did not qualify, either individually or in the aggregate, for reporting as discontinued operations, as the sales did not represent strategic shifts that would have a major effect on our operations or financial results. Houston Pipeline Impairment In the third quarter of 2021, we recorded a long-lived asset impairment charge of $59.2 million within our pipeline segment related to our refined product pipeline extending from Mt. Belvieu, Texas to Corpus Christi, Texas (the Houston Pipeline). During the third quarter of 2021, we identified an indication of impairment related to the southern section of the Houston Pipeline, specifically that its physical condition would require significant investment in order to pursue commercial opportunities. Consequently, we separated the pipeline into two distinct assets: the northern and southern sections. Our estimate of the undiscounted cash flows associated with the southern section indicated it was not recoverable. Due to the factors described above, we determined the carrying value of the southern section exceeded its fair value, and reduced its carrying value to $0. We recorded the asset impairment charge in “ Other impairment losses Sale of Texas City Terminals On December 7, 2020, we sold the equity interests in our wholly owned subsidiaries that owned two terminals in Texas City, Texas for $106.0 million (the Texas City Sale). The two terminals had an aggregate storage capacity of 3.0 million barrels and were previously included in our storage segment. We recorded a loss of $34.7 million in “Other income (expense), net” on our consolidated statements of income (loss) and utilized the sales proceeds to reduce debt and improve our debt metrics. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Contract Assets and Contract Liabilities The following table provides information about contract assets and contract liabilities from contracts with customers: 2022 2021 2020 Contract Assets Contract Liabilities Contract Assets Contract Liabilities Contract Assets Contract Liabilities (Thousands of Dollars) Balances as of January 1: Current portion $ 2,336 $ (15,443) $ 2,694 $ (22,019) $ 2,140 $ (21,083) Noncurrent portion 504 (46,027) 932 (47,537) 1,003 (40,289) Total 2,840 (61,470) 3,626 (69,556) 3,143 (61,372) Activity: Additions 6,137 (45,200) 3,888 (41,121) 5,686 (69,830) Transfer to accounts receivable (5,978) — (3,977) — (4,828) — Transfer to revenues (83) 47,618 (697) 49,207 (375) 61,646 Total 76 2,418 (786) 8,086 483 (8,184) Balances as of December 31: Current portion 2,612 (17,647) 2,336 (15,443) 2,694 (22,019) Noncurrent portion 304 (41,405) 504 (46,027) 932 (47,537) Total $ 2,916 $ (59,052) $ 2,840 $ (61,470) $ 3,626 $ (69,556) Contract assets relate to performance obligations satisfied in advance of scheduled billings. Current contract assets are included in “Prepaid and other current assets” and noncurrent contract assets are included in “Other long-term assets, net” on the consolidated balance sheets. Contract liabilities relate to payments received in advance of satisfying performance obligations under a contract, which mainly result from contracts with an incentive pricing structure, CIAC payments and contracts with MVCs. The current portion of contract liabilities are included in “Accrued liabilities” and the noncurrent portion of contract liabilities are included in “Other long-term liabilities” on the consolidated balance sheets. Remaining Performance Obligations The following table presents our estimated revenue from contracts with customers for remaining performance obligations that has not yet been recognized, representing our contractually committed revenue as of December 31, 2022: Remaining Performance Obligations (Thousands of Dollars) 2023 $ 352,995 2024 250,738 2025 154,585 2026 101,656 2027 34,621 Thereafter 69,346 Total $ 963,941 Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to customer contracts that have fixed pricing and fixed volume terms and conditions, including contracts with MVC payment obligations. Disaggregation of Revenues The following table disaggregates our revenues: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Pipeline segment: Crude oil pipelines $ 391,176 $ 331,485 $ 329,105 Refined products and ammonia pipelines (excluding lessor revenues) 437,015 430,753 387,793 Total pipeline segment revenues from contracts with customers 828,191 762,238 716,898 Lessor revenues — — 1,925 Total pipeline segment revenues 828,191 762,238 718,823 Storage segment: Throughput terminals 110,591 122,331 136,632 Storage terminals (excluding lessor revenues) 180,903 263,883 316,496 Total storage segment revenues from contracts with customers 291,494 386,214 453,128 Lessor revenues 43,055 41,454 41,314 Total storage segment revenues 334,549 427,668 494,442 Fuels marketing segment: Revenues from contracts with customers 520,486 428,608 268,345 Consolidation and intersegment eliminations (3) (14) (46) Total revenues $ 1,683,223 $ 1,618,500 $ 1,481,564 |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 12 Months Ended |
Dec. 31, 2022 | |
Allowance for Credit Loss [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | ALLOWANCE FOR CREDIT LOSSESFor the years ended December 31, 2022 and 2020, activity related to our allowance for credit losses was immaterial, and the balances as of December 31, 2022, 2021 and 2020 totaled $0.4 million, $0 and $0, respectively. We received a settlement of $1.7 million in the first quarter of 2021 for a credit loss that was previously written off. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: December 31, 2022 2021 (Thousands of Dollars) Petroleum products $ 11,291 $ 12,456 Materials and supplies 4,106 4,188 Total $ 15,397 $ 16,644 We purchase petroleum products for resale. Our petroleum products consist of gasoline, bunker fuel and other petroleum products. Materials and supplies mainly consist of blending and additive chemicals and maintenance materials used in our pipeline and storage segments. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: Estimated Useful Lives December 31, 2022 2021 (Years) (Thousands of Dollars) Land, buildings and improvements 0 - 40 $ 362,444 $ 366,525 Pipelines, storage and terminals 15 - 40 4,936,780 4,897,041 Rights-of-way 20 - 40 365,171 353,262 Construction in progress 69,290 112,020 Total 5,733,685 5,728,848 Less accumulated depreciation and amortization (2,330,602) (2,187,206) Property, plant and equipment, net $ 3,403,083 $ 3,541,642 Capitalized interest costs added to property, plant and equipment totaled $3.9 million, $3.9 million and $4.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Depreciation and amortization expense for property, plant and equipment totaled $215.0 million, $225.7 million and $233.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, which includes amortization of finance leases. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangible assets consisted of the following: Weighted-Average Amortization Period December 31, 2022 December 31, 2021 Cost Accumulated Cost Accumulated (Years) (Thousands of Dollars) Customer contracts and relationships 20 $ 793,900 $ (281,618) $ 793,900 $ (237,579) Other 47 2,359 (945) 2,359 (895) Total $ 796,259 $ (282,563) $ 796,259 $ (238,474) Intangible assets are recorded at fair value as of the date acquired. All of our intangible assets are amortized on a straight-line basis. Amortization expense for intangible assets was $44.1 million, $48.5 million and $51.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. The estimated aggregate amortization expense is $38.0 million for each of the years 2023 through 2026 and $35.0 million for 2027. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The balances of and changes in the carrying amount of goodwill by segment were as follows: Pipeline Storage Total (Thousands of Dollars) Balances as of January 1, 2021: Goodwill $ 704,231 $ 287,185 $ 991,416 Accumulated impairment loss (225,000) — (225,000) Net goodwill 479,231 287,185 766,416 Activity for the year ended December 31, 2021: Goodwill impairment loss on Eastern U.S. Terminal Operations — (34,060) (34,060) Balances as of December 31, 2021 and 2022: Goodwill 704,231 253,125 957,356 Accumulated impairment loss (225,000) — (225,000) Net goodwill $ 479,231 $ 253,125 $ 732,356 Eastern U.S. Terminals Operations. On October 8, 2021, we completed the sale of the Eastern U.S. Terminals Operations. In the third quarter of 2021, the Eastern U.S. Terminal Operations met the criteria to be classified as held for sale, and we tested the allocated goodwill for impairment. We recognized a goodwill impairment charge of $34.1 million in the third quarter of 2021. Please see Note 4 for additional information. 2020 Impairment. In March 2020, the COVID-19 pandemic and actions taken by the Organization of Petroleum Exporting Countries and other oil-producing nations (OPEC+) resulted in severe disruptions in the capital and commodities markets, which led to significant decline in our unit price. As a result, our equity market capitalization fell significantly. The decline in crude oil prices and demand for petroleum products also led to a decline in expected earnings from some of our goodwill reporting units. These factors and others related to COVID-19 and OPEC+ caused us to conclude there were triggering events that occurred in March 2020 that required us to perform a goodwill impairment test as of March 31, 2020. The assumptions in the fair value measurement reflected the then-current market environment, industry-specific factors and company-specific factors. The decline in expected earnings from certain of our long-lived assets was also an indicator that the carrying values of these long-lived assets may not be recoverable. Prior to performing the goodwill impairment test, we tested these long-lived assets for recoverability and determined they were fully recoverable as of March 31, 2020. We recognized a goodwill impairment charge of $225.0 million in the first quarter of 2020, which was reported in the pipeline segment. Our assessment did not identify any other reporting units at risk of a goodwill impairment. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, 2022 2021 (Thousands of Dollars) Employee wages and benefit costs $ 40,249 $ 40,209 Revenue contract liabilities 17,647 15,443 Operating lease liabilities 5,541 10,346 Environmental costs 3,122 3,378 Other 9,513 10,442 Accrued liabilities $ 76,072 $ 79,818 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Short-term debt consisted of the current portion of finance leases, with balances of $4.4 million and $3.8 million as of December 31, 2022 and 2021, respectively. Please refer to Note 15 for additional information. Long-term debt consisted of the following: December 31, Maturity 2022 2021 (Thousands of Dollars) Receivables Financing Agreement January 31, 2025 $ 80,900 $ 83,800 Revolving Credit Agreement April 27, 2025 220,000 110,500 5.75% senior notes October 1, 2025 600,000 600,000 6.00% senior notes June 1, 2026 500,000 500,000 5.625% senior notes April 28, 2027 550,000 550,000 6.375% senior notes October 1, 2030 600,000 600,000 GoZone Bonds 2038 thru 2041 322,140 322,140 Subordinated Notes January 15, 2043 402,500 402,500 Unamortized debt issuance costs N/A (33,251) (38,315) Total long-term debt (excluding finance leases) 3,242,289 3,130,625 Finance leases (Note 15) 51,126 52,930 Long-term debt, less current portion of finance leases $ 3,293,415 $ 3,183,555 The long-term debt repayments (excluding finance leases) as of December 31, 2022 are due as follows: Long-Term Debt Repayments (Thousands of Dollars) 2023 $ — 2024 — 2025 900,900 2026 500,000 2027 550,000 Thereafter 1,324,640 Total repayments 3,275,540 Unamortized debt issuance costs (33,251) Total long-term debt (excluding finance leases) $ 3,242,289 Interest payments related to debt obligations totaled $197.3 million, $220.0 million and $207.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. We amortized $8.2 million, $7.9 million and $11.4 million of debt issuance costs and debt discount combined for the years ended December 31, 2022, 2021 and 2020, respectively. Revolving Credit Agreement As of December 31, 2022, NuStar Logistics’ $1.0 billion revolving credit agreement (the Revolving Credit Agreement) had $775.3 million available for borrowing and $220.0 million borrowings outstanding. Letters of credit issued under the Revolving Credit Agreement totaled $4.7 million as of December 31, 2022. Letters of credit limit the amount we can borrow under the Revolving Credit Agreement. Obligations under the Revolving Credit Agreement are guaranteed by NuStar Energy and NuPOP. The Revolving Credit Agreement is subject to maximum consolidated debt coverage ratio and minimum consolidated interest coverage ratio requirements, which may limit the amount we can borrow to an amount less than the total amount available for borrowing. For the rolling period ending December 31, 2022, the maximum allowed consolidated debt coverage ratio (as defined in the Revolving Credit Agreement) may not exceed 5.00-to-1.00 and the minimum consolidated interest coverage ratio (as defined in the Revolving Credit Agreement), must not be less than 1.75-to-1.00. The Revolving Credit Agreement also contains customary restrictive covenants, such as limitations on indebtedness, liens, mergers, asset transfers and certain investing activities. As of December 31, 2022, we believe that we are in compliance with the covenants in the Revolving Credit Agreement. The Revolving Credit Agreement bears interest, at our option, based on an alternative base rate or a SOFR-based rate. The interest rate on the Revolving Credit Agreement is subject to adjustment if our debt rating is downgraded (or upgraded) by certain credit rating agencies. In August of 2020, Moody’s Investor Service Inc. downgraded our credit rating from Ba2 to Ba3. This rating downgrade caused the interest rate on our Revolving Credit Agreement to increase by 0.25% effective August 2020. The interest rate on the Revolving Credit Agreement and certain fees under the Receivables Financing Agreement, defined below, are the only debt arrangements that are subject to adjustment if our debt rating is downgraded (or upgraded) by certain credit rating agencies. As of December 31, 2022, our weighted-average interest rate under our Revolving Credit Agreement was 6.9%. During the year ended December 31, 2022, the weighted-average interest rate related to borrowings under the Revolving Credit Agreement was 4.3%. On January 28, 2022, we amended and restated our unsecured Revolving Credit Agreement primarily to: (i) extend the maturity date from October 27, 2023 to April 27, 2025; (ii) increase the maximum amount of letters of credit capable of being issued from $400.0 million to $500.0 million; (iii) replace LIBOR benchmark provisions with customary SOFR benchmark provisions; (iv) remove the 0.50x increase permitted in our consolidated debt coverage ratio for certain rolling periods in which an acquisition for aggregate net consideration of at least $50.0 million occurs; and (v) add baskets and exceptions to certain negative covenants. Notes NuStar Logistics Senior Notes. On November 1, 2021, we repaid our $250.0 million of 4.75% senior notes due February 1, 2022 with proceeds from the Eastern U.S. Terminals Disposition. We repaid our $300.0 million of 6.75% senior notes due February 1, 2021 and our $450.0 million of 4.8% senior notes due September 1, 2020 with borrowings under our Revolving Credit Agreement. On September 14, 2020, NuStar Logistics issued $600.0 million of 5.75% senior notes due October 1, 2025 and $600.0 million of 6.375% senior notes due October 1, 2030. We received proceeds of $1,182.0 million, net of issuance costs of $18.0 million, which we used to repay outstanding borrowings and the early repayment premiums under the Term Loan, as defined below, as well as outstanding borrowings under our Revolving Credit Agreement. The issuance of the 5.75% and 6.375% senior notes bolstered our liquidity to address our senior note maturities that we repaid in 2021. Interest is payable semi-annually in arrears for the $600.0 million of 5.75% senior notes, $500.0 million of 6.0% senior notes, $550.0 million of 5.625% senior notes and $600.0 million of 6.375% senior notes (collectively, the NuStar Logistics Senior Notes). The NuStar Logistics Senior Notes do not have sinking fund requirements. These notes rank equally with existing senior unsecured indebtedness and senior to existing subordinated indebtedness of NuStar Logistics and contain restrictions on NuStar Logistics’ ability to incur secured indebtedness unless the same security is also provided for the benefit of holders of the NuStar Logistics Senior Notes. In addition, the NuStar Logistics Senior Notes limit the ability of NuStar Logistics and its subsidiaries to, among other things, incur indebtedness secured by certain liens, engage in certain sale-leaseback transactions and engage in certain consolidations, mergers or asset sales. At the option of NuStar Logistics, the NuStar Logistics Senior Notes may be redeemed in whole or in part at any time at a redemption price, plus accrued and unpaid interest to the redemption date. If we undergo a change of control, as defined in the supplemental indentures for the NuStar Logistics Senior Notes, each holder of the applicable senior notes may require us to repurchase all or a portion of its notes at a price equal to 101% of the principal amount of the notes repurchased, plus any accrued and unpaid interest to the date of repurchase. The NuStar Logistics Senior Notes are fully and unconditionally guaranteed by NuStar Energy and NuPOP. NuStar Logistics Subordinated Notes. NuStar Logistics’ $402.5 million of fixed-to-floating rate subordinated notes are due January 15, 2043 (the Subordinated Notes). The Subordinated Notes are fully and unconditionally guaranteed on an unsecured and subordinated basis by NuStar Energy and NuPOP. Effective January 15, 2018, the interest rate on the Subordinated Notes switched to an annual rate equal to the sum of the three-month LIBOR for the related quarterly interest period, plus 6.734% payable quarterly, commencing April 15, 2018, unless payment is deferred in accordance with the terms of the notes. NuStar Logistics may elect to defer interest payments on the Subordinated Notes on one or more occasions for up to five Notes until paid. If NuStar Logistics elects to defer interest payments, NuStar Energy cannot declare or make cash distributions to its unitholders during the period that interest payments are deferred. As of December 31, 2022, the interest rate was 10.8%. The Subordinated Notes do not have sinking fund requirements and are subordinated to existing senior unsecured indebtedness of NuStar Logistics and NuPOP. The Subordinated Notes do not contain restrictions on NuStar Logistics’ ability to incur additional indebtedness, including debt that ranks senior in priority of payment to the notes. In addition, the Subordinated Notes do not limit NuStar Logistics’ ability to incur indebtedness secured by liens or to engage in certain sale-leaseback transactions. Effective January 15, 2018, we may redeem the Subordinated Notes in whole or in part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date. Gulf Opportunity Zone Revenue Bonds In 2008, 2010 and 2011, the Parish of St. James, Louisiana issued Revenue Bonds Series 2008, Series 2010, Series 2010A, Series 2010B and Series 2011 associated with our St. James terminal expansions pursuant to the Gulf Opportunity Zone Act of 2005 for an aggregate $365.4 million (collectively, the GoZone Bonds). Following the issuances, the proceeds were deposited with a trustee and were disbursed to us upon our request for reimbursement of expenditures related to our St. James terminal. On March 4, 2020, NuStar Logistics repaid $43.3 million of GoZone Bonds with unused funds, which had been held in trust. NuStar Logistics is obligated to make payments in amounts sufficient to pay the principal of, premium, if any, interest and certain other payments on, the GoZone Bonds. On June 3, 2020, NuStar Logistics completed the reoffering and conversion of the GoZone Bonds through supplements to the original indentures governing the GoZone Bonds and supplements to the original agreements between NuStar Logistics and the Parish of St. James, which, among other things, converted the interest rate from a weekly rate to a long-term rate. In connection with the reoffering and conversion, we terminated the letters of credit previously issued by various individual banks on our behalf to support the payments required in connection with the GoZone Bonds, and NuStar Energy and NuPOP guaranteed NuStar Logistics’ obligations with respect to the GoZone Bonds. We did not receive any proceeds from the reoffering, and the reoffering did not increase our outstanding debt. The following table summarizes the GoZone Bonds outstanding as of December 31, 2022: Series Date Issued Amount Interest Rate Mandatory Maturity Date (Thousands of Dollars) Series 2008 June 26, 2008 $ 55,440 6.10 % June 1, 2030 June 1, 2038 Series 2010 July 15, 2010 100,000 6.35 % n/a July 1, 2040 Series 2010A October 7, 2010 43,300 6.35 % n/a October 1, 2040 Series 2010B December 29, 2010 48,400 6.10 % June 1, 2030 December 1, 2040 Series 2011 August 9, 2011 75,000 5.85 % June 1, 2025 August 1, 2041 Total $ 322,140 Interest on the GoZone Bonds accrues from June 3, 2020 and is payable semi-annually on June 1 and December 1 of each year, beginning December 1, 2020. The holders of the Series 2008, Series 2010B and Series 2011 GoZone Bonds are required to tender their bonds at the applicable mandatory purchase date in exchange for 100% of the principal plus accrued and unpaid interest, after which these bonds will potentially be remarketed with a new interest rate established. Each of the Series 2010 and Series 2010A GoZone Bonds is subject to redemption on or after June 1, 2030 by the Parish of St. James, at our option, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed plus accrued interest. The Series 2008, Series 2010B and Series 2011 GoZone Bonds are not subject to optional redemption. NuStar Logistics’ agreements with the Parish of St. James related to the GoZone Bonds contain (i) customary restrictive covenants that limit the ability of NuStar Logistics and its subsidiaries, to, among other things, create liens, enter into certain sale-leaseback transactions, and engage in certain consolidations, mergers or asset sales and (ii) a change of control provision that provides each holder the right to require the trustee, with funds provided by NuStar Logistics, to repurchase all or a portion of that holder’s GoZone Bonds upon a change of control at a price equal to 101% of the aggregate principal amount repurchased, plus any accrued and unpaid interest. Receivables Financing Agreement NuStar Energy and NuStar Finance LLC (NuStar Finance), a special purpose entity and wholly owned subsidiary of NuStar Energy, are parties to a $100.0 million receivables financing agreement with a third-party lender (the Receivables Financing Agreement) and agreements with certain of NuStar Energy’s wholly owned subsidiaries (together with the Receivables Financing Agreement, the Securitization Program). Under the Securitization Program, certain of NuStar Energy’s wholly owned subsidiaries (collectively, the Originators), sell their accounts receivable to NuStar Finance on an ongoing basis, and NuStar Finance provides the newly acquired accounts receivable as collateral for its revolving borrowings under the Receivables Financing Agreement. NuStar Energy provides a performance guarantee in connection with the Securitization Program. The amount available for borrowing is based on the availability of eligible receivables and other customary factors and conditions. The Securitization Program contains various customary affirmative and negative covenants and default, indemnification and termination provisions, and the Receivables Financing Agreement provides for acceleration of amounts owed upon the occurrence of certain specified events. NuStar Finance’s sole activity consists of purchasing such receivables and providing them as collateral under the Securitization Program. NuStar Finance is a separate legal entity and the assets of NuStar Finance, including these accounts receivable, are not available to satisfy the claims of creditors of NuStar Energy, the Originators or their affiliates. On January 28, 2022, the Receivables Financing Agreement was amended primarily to: (i) extend the scheduled termination date from September 20, 2023 to January 31, 2025; (ii) reduce the floor rate in the calculation of our borrowing rates; and (iii) replace provisions related to the LIBOR rate of interest with references to SOFR rates of interest. Borrowings under the Receivables Financing Agreement bear interest, at NuStar Finance’s option, at a base rate or a SOFR rate, each as defined in the Receivables Financing Agreement. As of December 31, 2022 and 2021, accounts receivable totaling $121.5 million and $119.2 million, respectively, were included in the Securitization Program. As of December 31, 2022, our interest rate under the Securitization Program was 6.0%. The weighted-average interest rate related to borrowings under the Securitization Program during the year ended December 31, 2022 was 3.4%. Term Loan Credit Agreement On April 19, 2020, NuStar Energy and NuStar Logistics entered into an unsecured term loan credit agreement with certain lenders and Oaktree Fund Administration, LLC, as administrative agent for the lenders (the Term Loan). The Term Loan provided for an aggregate commitment of up to $750.0 million pursuant to a three-year unsecured term loan credit facility. NuStar Logistics drew $500.0 million (the Initial Loan) on April 21, 2020. We utilized the proceeds from the Initial Loan, net of the original issue discount of $22.5 million (3.0% of the total commitment) and issuance costs of $14.4 million, to repay outstanding borrowings under our Revolving Credit Agreement. The Term Loan bolstered our liquidity to address near-term senior note maturities. On September 16, 2020, we used a portion of the net proceeds from the issuance of the 5.75% and 6.375% senior notes to repay the $500.0 million of outstanding borrowings under the Term Loan and pay related early repayment premiums totaling $97.6 million. We also recognized costs of $40.3 million related to unamortized debt issuance costs, unamortized discount and a commitment fee, which resulted in a loss from extinguishment of debt of $137.9 million in the third quarter of 2020. On February 16, 2021, we terminated the Term Loan. Outstanding borrowings, prior to repayment, bore interest at an aggregate rate of 12.0% per annum. |
HEALTH, SAFETY AND ENVIRONMENTA
HEALTH, SAFETY AND ENVIRONMENTAL MATTERS | 12 Months Ended |
Dec. 31, 2022 | |
Environmental Remediation Obligations [Abstract] | |
HEALTH, SAFETY AND ENVIRONMENTAL MATTERS | HEALTH, SAFETY AND ENVIRONMENTAL MATTERSOur operations are subject to extensive international, federal, state and local environmental laws and regulations, in the U.S. and in Mexico, including those relating to the discharge of materials into the environment, waste management, remediation, the characteristics and composition of fuels, climate change and greenhouse gases. Our operations are also subject to extensive health, safety and security laws and regulations, including those relating to worker and pipeline safety, pipeline and storage tank integrity and operations security. The principal environmental, health, safety and security risks associated with our operations relate to unauthorized emissions into the air, releases into soil, surface water or groundwater, personal injury and property damage. We have adopted policies, practices, systems and procedures designed to comply with the laws and regulations, and to help minimize and mitigate these risks, limit the liability that could result from such events, prevent material environmental or other damage, ensure the safety of our employees and the public and secure our pipelines, terminals and operations. Compliance with environmental, health, safety and security laws, regulations and related permits increases our capital expenditures and operating expenses, and violation of these laws, regulations or permits could result in significant civil and criminal liabilities, injunctions or other penalties. Future governmental action and regulatory initiatives could result in more restrictive laws and regulations, which could increase required capital expenditures and operating expenses. The risk of additional compliance expenditures, expenses and liabilities are inherent to government-regulated industries, including midstream energy. As a result, there can be no assurances that significant expenditures, expenses and liabilities will not be incurred in the future. Most of our pipelines are subject to federal regulation by one or more of the following governmental agencies: the Federal Energy Regulatory Commission (the FERC), the Surface Transportation Board (the STB), the Department of Transportation (the DOT), the Environmental Protection Agency (the EPA) and the Department of Homeland Security. Additionally, our pipelines are subject to the respective jurisdictions of the states those lines traverse. Environmental and safety exposures and liabilities are difficult to assess and estimate due to unknown factors such as the timing and extent of remediation, the determination of our liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental and safety laws and regulations may change in the future. Although environmental and safety costs may have a significant impact on the results of operations for any single period, we believe that such costs will not have a material adverse effect on our financial position. The balance of and changes in the accruals for environmental matters were as follows: Year Ended December 31, 2022 2021 (Thousands of Dollars) Balance as of the beginning of year $ 7,748 $ 8,373 Additions to accrual 2,640 2,044 Payments (2,019) (2,669) Balance as of the end of year $ 8,369 $ 7,748 Accruals for environmental matters are included in the consolidated balance sheets as follows: December 31, 2022 2021 (Thousands of Dollars) Accrued liabilities $ 3,122 $ 3,378 Other long-term liabilities 5,247 4,370 Accruals for environmental matters $ 8,369 $ 7,748 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments Future minimum payments applicable to all noncancellable purchase obligations as of December 31, 2022 are as follows: Payments Due by Period 2023 2024 2025 2026 2027 Thereafter Total (Thousands of Dollars) Purchase obligations $ 7,643 $ 4,538 $ 2,817 $ 1,432 $ 1,443 $ 9,532 $ 27,405 Our purchase obligations primarily consist of various right-of-way and easement agreements with property owners and service agreements with information technology providers. Contingencies We have contingent liabilities resulting from various litigation, claims and commitments. We record accruals for loss contingencies when losses are considered probable and can be reasonably estimated. Legal fees associated with defending the Partnership in legal matters are expensed as incurred. We accrued $0.3 million and $0.1 million for contingent losses as of December 31, 2022 and 2021, respectively. The amount that will ultimately be paid related to such matters may differ from the recorded accruals, and the timing of such payments is uncertain. We evaluate each contingent loss at least quarterly, and more frequently as each matter progresses and develops over time, and we do not believe that the resolution of any particular claim or proceeding, or all matters in the aggregate, would have a material adverse effect on our results of operations, financial position or liquidity. |
LEASE ASSETS AND LIABILITIES
LEASE ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lessee, operating leases [Text Block] | LEASE ASSETS AND LIABILITIES Lessee Arrangements Our operating leases consist primarily of land and dock leases at various terminal facilities. As of December 31, 2022, land and dock leases generally have remaining terms of about five years and include options to extend for five The primary component of our finance lease portfolio is a dock at our Corpus Christi North Beach terminal, which includes a commitment for minimum dockage and wharfage throughput volumes. The dock lease has a remaining term of approximately three years and three additional five Right-of-use assets and lease liabilities included in our consolidated balance sheet were as follows: December 31, Balance Sheet Location 2022 2021 (Thousands of Dollars) Right-of-use assets: Operating Other long-term assets, net $ 62,745 $ 76,867 Finance Property, plant and equipment, net $ 68,219 $ 71,002 Lease liabilities: Operating: Current Accrued liabilities $ 5,541 $ 10,346 Noncurrent Other long-term liabilities 56,577 65,060 Total operating lease liabilities $ 62,118 $ 75,406 Finance: Current Current portion of finance leases $ 4,416 $ 3,848 Noncurrent Long-term debt, less current portion of finance leases 51,126 52,930 Total finance lease liabilities $ 55,542 $ 56,778 As of December 31, 2022, maturities of our operating and finance lease liabilities were as follows: Operating Leases Finance Leases (Thousands of Dollars) 2023 $ 7,535 $ 6,366 2024 7,309 5,887 2025 6,926 5,065 2026 6,204 4,552 2027 6,027 3,935 Thereafter 53,183 48,941 Total lease payments $ 87,184 $ 74,746 Less: Interest 25,066 19,204 Present value of lease liabilities $ 62,118 $ 55,542 Costs incurred for leases were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Operating lease cost $ 11,777 $ 15,323 $ 16,814 Finance lease cost: Amortization of right-of-use assets $ 5,770 $ 5,251 $ 4,700 Interest expense on lease liability $ 2,023 $ 2,081 $ 2,201 Short-term lease cost $ 10,345 $ 14,198 $ 15,359 Variable lease cost $ 4,830 $ 4,939 $ 8,653 Total lease cost $ 34,745 $ 41,792 $ 47,727 The table below presents additional information regarding our leases. 2022 2021 2020 Operating Finance Operating Finance Operating Finance (Thousands of Dollars, Except Term and Rate Data) For the year ended December 31: Cash outflows from operating activities $ 11,156 $ 2,019 $ 12,829 $ 2,090 $ 14,487 $ 2,208 Cash outflows from financing activities $ — $ 4,222 $ — $ 4,244 $ — $ 4,981 Right-of-use assets obtained in exchange for lease liabilities $ 10,060 $ 3,004 $ 3,278 $ 3,173 $ 20,830 $ 3,077 As of December 31: Weighted-average remaining lease term (in years) 16 16 13 18 13 19 Weighted-average discount rate 3.8 % 3.6 % 3.2 % 3.6 % 3.2 % 3.7 % Lessor Arrangements We have entered into certain revenue arrangements where we are considered to be the lessor. Under the largest of these arrangements, we lease certain of our storage tanks in exchange for a fixed fee, subject to an annual CPI adjustment. The operating leases commenced on January 1, 2017, and have initial terms of 10 years with successive automatic renewal terms. We recognized lease revenues from these leases of $43.1 million, $41.5 million, and $41.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, which are included in “ Service revenues The table below presents cost, accumulated depreciation and useful life information related to our storage lease assets, which are included in our “Pipeline, storage and terminals” asset class within property, plant and equipment: Estimated Useful Life December 31, 2022 2021 (Years) (Thousands of Dollars) Lease storage assets, at cost 30 $ 251,801 $ 246,841 Less accumulated depreciation (148,899) (139,200) Lease storage assets, net $ 102,902 $ 107,641 |
Lessee, finance leases [Text Block] | LEASE ASSETS AND LIABILITIES Lessee Arrangements Our operating leases consist primarily of land and dock leases at various terminal facilities. As of December 31, 2022, land and dock leases generally have remaining terms of about five years and include options to extend for five The primary component of our finance lease portfolio is a dock at our Corpus Christi North Beach terminal, which includes a commitment for minimum dockage and wharfage throughput volumes. The dock lease has a remaining term of approximately three years and three additional five Right-of-use assets and lease liabilities included in our consolidated balance sheet were as follows: December 31, Balance Sheet Location 2022 2021 (Thousands of Dollars) Right-of-use assets: Operating Other long-term assets, net $ 62,745 $ 76,867 Finance Property, plant and equipment, net $ 68,219 $ 71,002 Lease liabilities: Operating: Current Accrued liabilities $ 5,541 $ 10,346 Noncurrent Other long-term liabilities 56,577 65,060 Total operating lease liabilities $ 62,118 $ 75,406 Finance: Current Current portion of finance leases $ 4,416 $ 3,848 Noncurrent Long-term debt, less current portion of finance leases 51,126 52,930 Total finance lease liabilities $ 55,542 $ 56,778 As of December 31, 2022, maturities of our operating and finance lease liabilities were as follows: Operating Leases Finance Leases (Thousands of Dollars) 2023 $ 7,535 $ 6,366 2024 7,309 5,887 2025 6,926 5,065 2026 6,204 4,552 2027 6,027 3,935 Thereafter 53,183 48,941 Total lease payments $ 87,184 $ 74,746 Less: Interest 25,066 19,204 Present value of lease liabilities $ 62,118 $ 55,542 Costs incurred for leases were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Operating lease cost $ 11,777 $ 15,323 $ 16,814 Finance lease cost: Amortization of right-of-use assets $ 5,770 $ 5,251 $ 4,700 Interest expense on lease liability $ 2,023 $ 2,081 $ 2,201 Short-term lease cost $ 10,345 $ 14,198 $ 15,359 Variable lease cost $ 4,830 $ 4,939 $ 8,653 Total lease cost $ 34,745 $ 41,792 $ 47,727 The table below presents additional information regarding our leases. 2022 2021 2020 Operating Finance Operating Finance Operating Finance (Thousands of Dollars, Except Term and Rate Data) For the year ended December 31: Cash outflows from operating activities $ 11,156 $ 2,019 $ 12,829 $ 2,090 $ 14,487 $ 2,208 Cash outflows from financing activities $ — $ 4,222 $ — $ 4,244 $ — $ 4,981 Right-of-use assets obtained in exchange for lease liabilities $ 10,060 $ 3,004 $ 3,278 $ 3,173 $ 20,830 $ 3,077 As of December 31: Weighted-average remaining lease term (in years) 16 16 13 18 13 19 Weighted-average discount rate 3.8 % 3.6 % 3.2 % 3.6 % 3.2 % 3.7 % Lessor Arrangements We have entered into certain revenue arrangements where we are considered to be the lessor. Under the largest of these arrangements, we lease certain of our storage tanks in exchange for a fixed fee, subject to an annual CPI adjustment. The operating leases commenced on January 1, 2017, and have initial terms of 10 years with successive automatic renewal terms. We recognized lease revenues from these leases of $43.1 million, $41.5 million, and $41.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, which are included in “ Service revenues The table below presents cost, accumulated depreciation and useful life information related to our storage lease assets, which are included in our “Pipeline, storage and terminals” asset class within property, plant and equipment: Estimated Useful Life December 31, 2022 2021 (Years) (Thousands of Dollars) Lease storage assets, at cost 30 $ 251,801 $ 246,841 Less accumulated depreciation (148,899) (139,200) Lease storage assets, net $ 102,902 $ 107,641 |
Lessor, operating leases [Text Block] | Lessor Arrangements We have entered into certain revenue arrangements where we are considered to be the lessor. Under the largest of these arrangements, we lease certain of our storage tanks in exchange for a fixed fee, subject to an annual CPI adjustment. The operating leases commenced on January 1, 2017, and have initial terms of 10 years with successive automatic renewal terms. We recognized lease revenues from these leases of $43.1 million, $41.5 million, and $41.3 million for the years ended December 31, 2022, 2021, and 2020, respectively, which are included in “ Service revenues The table below presents cost, accumulated depreciation and useful life information related to our storage lease assets, which are included in our “Pipeline, storage and terminals” asset class within property, plant and equipment: Estimated Useful Life December 31, 2022 2021 (Years) (Thousands of Dollars) Lease storage assets, at cost 30 $ 251,801 $ 246,841 Less accumulated depreciation (148,899) (139,200) Lease storage assets, net $ 102,902 $ 107,641 |
DERIVATIVES AND FAIR VALUE MEAS
DERIVATIVES AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FAIR VALUE MEASUREMENTS | DERIVATIVES AND FAIR VALUE MEASUREMENTS Derivative Instruments We utilize various derivative instruments to manage our exposure to interest rate risk and commodity price risk. Our risk management policies and procedures are designed to monitor interest rates, futures and swap positions and over-the-counter positions, as well as physical commodity volumes, grades, locations and delivery schedules, to help ensure that our hedging activities address our market risks. Commodity Price Risk. The results of operations for the fuels marketing segment depend largely on the margin between our cost and the sales prices of the products we market. Therefore, the results of operations for this segment are more sensitive to changes in commodity prices compared to the operations of the pipeline and storage segments. Since our fuels marketing operations expose us to commodity price risk, we enter into derivative instruments to mitigate the effect of commodity price fluctuations on our operations. Derivative financial instruments associated with commodity price risk with respect to our petroleum product inventories and related firm commitments to purchase and/or sell such inventories were not material for any period presented. Interest Rate Risk. We were a party to certain interest rate swap agreements to manage our exposure to changes in interest rates, which consisted of forward-starting interest rate swap agreements related to forecasted debt issuances. We entered into these swaps in order to hedge the risk of fluctuations in the required interest payments attributable to changes in the benchmark interest rate during the period from the effective date of the swap to the issuance of the forecasted debt. Under the terms of the swaps, we paid a weighted-average fixed rate and received a rate based on the three-month USD LIBOR. These swaps qualified as cash flow hedges, and we designated them as such. We recorded mark-to-market adjustments as a component of AOCI, and the amount in AOCI is recognized in “Interest expense, net” as the forecasted interest payments occur or if the interest payments are probable not to occur. In June 2020, in connection with the reoffering and conversion of the GoZone Bonds, we terminated forward-starting interest rate swaps with an aggregate notional amount of $250.0 million and paid $49.2 million, which will be amortized into “Interest expense, net” as the related forecasted interest payments occur. The termination payments are included in cash flows from financing activities on the consolidated statements of cash flows. Please see Note 2 for additional information. In conjunction with the early repayment of our $250.0 million 4.75% senior notes due February 1, 2022 in the fourth quarter of 2021, we reclassified a loss of $0.8 million from AOCI to “Interest expense, net.” The remaining fair value amounts associated with unwound forward-starting interest rate swap agreements and included in “Accumulated other comprehensive loss” on the consolidated balance sheets are $34.4 million and $36.5 million as of December 31, 2022 and 2021, respectively. These amounts are amortized ratably over the remaining life of the related debt instrument into “Interest expense, net” on the consolidated statements of income (loss). Our forward-starting interest rate swaps had the following impact on earnings: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Change in unrealized loss on cash flow hedges $ — $ — $ (30,291) Reclassification of loss on cash flow hedges to interest expense, net $ 2,106 $ 5,664 $ 4,265 As of December 31, 2022, we expect to reclassify a loss of $2.6 million to “Interest expense, net” within the next twelve months associated with unwound forward-starting interest rate swap agreements. Fair Value Measurements We segregate the inputs used in measuring fair value into three levels: Level 1, defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists. We consider counterparty credit risk and our own credit risk in the determination of all estimated fair values. We recognize cash equivalents, receivables, payables and debt in our consolidated balance sheets at their carrying amounts. The fair values of these financial instruments, except for long-term debt other than finance leases, approximate their carrying amounts. The estimated fair values and carrying amounts of the long-term debt, excluding finance leases, were as follows: December 31, 2022 2021 (Thousands of Dollars) Fair value $ 3,169,664 $ 3,459,153 Carrying amount $ 3,242,289 $ 3,130,625 We have estimated the fair value of our publicly traded notes based upon quoted prices in active markets; therefore, we determined that the fair value of our publicly traded notes falls in Level 1 of the fair value hierarchy. With regard to our other debt, for which a quoted market price is not available, we have estimated the fair value using a discounted cash flow analysis using current incremental borrowing rates for similar types of borrowing arrangements and determined that the fair value falls in Level 2 of the fair value hierarchy. The carrying value includes unamortized debt issuance costs. |
SERIES D CUMULATIVE CONVERTIBLE
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS | SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Series D Preferred Units Issued and Outstanding The following is a summary of our Series D Preferred Units issued and outstanding as of December 31, 2022: Purchase / Repurchase Price per Unit Number of Units Issued (Repurchased) June 29, 2018 (Initial Closing) $ 25.38 15,760,441 July 13, 2018 (Second Closing) $ 25.38 7,486,209 Total number of units issued 23,246,650 November 22, 2022 repurchase $ 32.73 (6,900,000) Units outstanding at December 31, 2022 16,346,650 On June 26, 2018, the Partnership entered into a purchase agreement (the Series D Preferred Unit Purchase Agreement) with investment funds, accounts and entities (collectively, the Purchasers) managed by EIG Management Company, LLC and FS/EIG Advisors, LLC to issue and sell Series D Preferred Units in a private placement. On November 16, 2022, NuStar Energy L.P. entered into agreements with EIG Nova Equity Aggregator, L.P and FS Energy and Power Fund (the Purchase Agreements) to repurchase an aggregate 6,900,000 of our Series D Preferred Units at a price per unit of $32.73 for an aggregate purchase price of $225.8 million, including approximately $3.4 million related to accrued distributions. These transactions closed on November 22, 2022 and were funded with borrowings under our Revolving Credit Agreement. Upon entrance into the Purchase Agreements on November 16, 2022, we reclassified 6,900,000 mezzanine-equity-classified Series D Preferred Units with an aggregate carrying value of $188.0 million to liability-classified Series D Preferred Units valued at the repurchase price of $222.4 million, excluding accrued distributions. We recorded the $34.4 million difference between the carrying value of those Series D Preferred Units prior to reclassification and the repurchase price against our common equity as a deemed distribution and subtracted it from net income attributable to common units in the calculation of basic and diluted net income per common unit for the year ended December 31, 2022, resulting in a $0.31 loss per common unit attributable to the repurchase. We accounted for the repurchase of the liability-classified Series D Preferred Units on November 22, 2022 as an extinguishment of debt. The Series D Preferred Units rank equal to other classes of preferred units and senior to common units in the Partnership with respect to distribution rights and rights upon liquidation. The Series D Preferred Units generally vote on an as-converted basis with the common units and have certain class voting rights with respect to a limited number of matters as set forth in the partnership agreement. The Partnership is required to use its commercially reasonable efforts to register the Series D Preferred Units after the second anniversary of the Initial Closing, no later than one year after receipt of a written request from holders holding a majority of the Series D Preferred Units to register the Series D Preferred Units. If the Partnership fails to cause such registration statement to become effective by the applicable date, the Partnership will be required to pay certain amounts to the holders as liquidated damages. To date, we have received no such request. Series D Preferred Units Distributions Distributions on the Series D Preferred Units are payable out of any legally available funds, accrue and are cumulative from the issuance dates and are payable on the 15th day (or next business day) of each of March, June, September and December, beginning September 17, 2018, to holders of record on the first business day of each payment month. The distribution rates on the Series D Preferred Units are as follows: (i) 9.75% per annum ($0.619 per unit per distribution period) for the first two years; (ii) 10.75% per annum ($0.682 per unit per distribution period) for years three through five; and (iii) the greater of 13.75% per annum ($0.872 per unit per distribution period) or the distribution per common unit thereafter. While the Series D Preferred Units are outstanding, the Partnership will be prohibited from paying distributions on any junior securities, including the common units, unless full cumulative distributions on the Series D Preferred Units (and any parity securities) have been, or contemporaneously are being, paid or set aside for payment through the most recent Series D Preferred Unit distribution payment date. Any Series D Preferred Unit distributions in excess of $0.635 per unit may be paid, in the Partnership’s sole discretion, in additional Series D Preferred Units, with the remainder paid in cash. If we fail to pay in full any Series D Preferred Unit distribution amount, then, until we pay such distributions in full, the applicable distribution rate for each of those distribution periods shall be increased by $0.048 per Series D Preferred Unit. In addition, if we fail to pay in full any Series D Preferred Unit distribution amount for three consecutive distribution periods, then until we pay such distributions in full: (i) each holder of the Series D Preferred Units may elect to convert its Series D Preferred Units into common units on a one-for-one basis, plus any unpaid Series D distributions, (ii) one person selected by the holders holding a majority of the outstanding Series D Preferred Units shall become an additional member of our board of directors and (iii) we will not be permitted to incur any indebtedness (as defined in the Revolving Credit Agreement) or engage in any acquisitions or asset sales in excess of $50.0 million without the consent of the holders holding a majority of the outstanding Series D Preferred Units. In addition, we will permanently lose the ability to pay any part of the distributions on the Series D Preferred Units in the form of additional Series D Preferred Units. In January 2023, our board of directors declared a distribution of $0.682 per Series D Preferred Unit to be paid on March 15, 2023. Distribution information on our Series D Preferred Units is as follows: Distribution Period Distribution Rate per Unit Total Distribution (Thousands of Dollars) December 15, 2022 - March 14, 2023 $ 0.682 $ 11,148 September 15, 2022 - December 14, 2022 $ 0.682 $ 14,337 June 15, 2022 - September 14, 2022 $ 0.682 $ 15,854 March 15, 2022 - June 14, 2022 $ 0.682 $ 15,854 December 15, 2021 - March 14, 2022 $ 0.682 $ 15,854 Series D Preferred Units Conversion and Redemption Features On or after June 29, 2020, each holder of Series D Preferred Units may convert all or any portion of its Series D Preferred Units into common units on a one-for-one basis (plus any unpaid Series D distributions), subject to anti-dilution adjustments, at any time, but not more than once per quarter, so long as any conversion is for at least $50.0 million based on the Purchase Price per Unit (or such lesser amount representing all of a holder’s Series D Preferred Units). The Partnership may redeem all or any portion of the Series D Preferred Units, in an amount not less than $50.0 million for cash at a redemption price equal to, as applicable: (i) $31.73 per Series D Preferred Unit at any time on or after June 29, 2023 but prior to June 29, 2024; (ii) $30.46 per Series D Preferred Unit at any time on or after June 29, 2024 but prior to June 29, 2025; (iii) $29.19 per Series D Preferred Unit at any time on or after June 29, 2025; plus, in each case, the sum of any unpaid distributions on the applicable Series D Preferred Unit plus the distributions prorated for the number of days elapsed (not to exceed 90) in the period of redemption (Series D Partial Period Distributions). The holders have the option to convert the units prior to such redemption as discussed above. Additionally, at any time on or after June 29, 2028, each holder of Series D Preferred Units will have the right to require the Partnership to redeem all of the Series D Preferred Units held by such holder at a redemption price equal to $29.19 per Series D Preferred Unit plus any unpaid Series D distributions plus the Series D Partial Period Distributions. If a holder of Series D Preferred Units exercises its redemption right, the Partnership may elect to pay up to 50% of such amount in common units (which shall be valued at 93% of a volume-weighted average trading price of the common units); provided, that the common units to be issued do not, in the aggregate, exceed 15% of NuStar Energy’s common equity market capitalization at the time. Series D Preferred Units Change of Control Upon certain events involving a change of control, each holder of the Series D Preferred Units may elect to: (i) convert its Series D Preferred Units into common units on a one-for-one basis, plus any unpaid Series D distributions; (ii) require the Partnership to redeem its Series D Preferred Units for an amount equal to $29.82 per Series D Preferred Unit plus any unpaid Series D distributions; (iii) if the Partnership is the surviving entity and its common units continue to be listed, continue to hold its Series D Preferred Units; or (iv) if the Partnership will not be the surviving entity, or it will be the surviving entity but its common units will cease to be listed, require the Partnership to use its commercially reasonable efforts to deliver a security in the surviving entity that has substantially similar terms as the Series D Preferred Units; however, if the Partnership is unable to deliver a mirror security, each holder is still entitled to option (i) or (ii) above. Series D Preferred Units Accounting Treatment The Series D Preferred Units include redemption provisions at the option of the holders of the Series D Preferred Units and upon a Series D Change of Control (as defined in the partnership agreement), which are outside the Partnership’s control. Therefore, the Series D Preferred Units are presented in the mezzanine section of the consolidated balance sheets. The Series D Preferred Units have been recorded at their issuance date fair value, net of issuance costs. We reassess the presentation of the Series D Preferred Units in our consolidated balance sheets on a quarterly basis. The Series D Preferred Units are subject to accretion from their carrying value at the issuance date to the redemption value, which is based on the redemption right of the Series D Preferred Unit holders that may be exercised at any time on or after June 29, 2028, using the effective interest method over a period of ten years. In the calculation of net income per unit, the accretion is treated in the same manner as a distribution and deducted from net income to arrive at net income attributable to common units. |
PARTNERS' EQUITY
PARTNERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Partners' Capital Notes [Abstract] | |
PARTNERS' EQUITY | PARTNERS' EQUITY Series A, B and C Preferred Units Information on our 8.50% Series A, 7.625% Series B and 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (collectively the Series A, B and C Preferred Units) issued and outstanding as of December 31, 2022 is shown below: Units Original Units Issued and Outstanding Price per Unit Fixed Distribution Rate per Unit per Annum Fixed Distribution per Annum Optional Redemption Date/Date When Distribution Rate Became Floating Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit) (Thousands of Dollars) Series A Preferred Units November 25, 2016 9,060,000 $ 25.00 $ 2.125 $ 19,252 December 15, 2021 Three-month LIBOR plus 6.766% Series B Preferred Units April 28, 2017 15,400,000 $ 25.00 $ 1.90625 $ 29,357 June 15, 2022 Three-month LIBOR plus 5.643% Series C Preferred Units November 30, 2017 6,900,000 $ 25.00 $ 2.25 $ 15,525 December 15, 2022 Three-month LIBOR plus 6.88% Distributions on the Series A, B and C 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 Series A, B and C Preferred Units rank equal to each other and to the Series D Preferred Units, and senior to all of our other classes of equity securities with respect to distribution rights and rights upon liquidation. In January 2023, our board of directors declared quarterly distributions with respect to the Series A, B and C Preferred Units to be paid on March 15, 2023. Distribution information on our Series A, B and C Preferred Units is as follows: Series A Preferred Units Series B Preferred Units Series C Preferred Units Distribution Period Distribution Rate per Unit Total Distribution Distribution Rate per Unit Total Distribution Distribution Rate per Unit Total Distribution (Thousands of Dollars) (Thousands of Dollars) (Thousands of Dollars) December 15, 2022 - March 14, 2023 $ 0.71889 $ 6,513 $ 0.64871 $ 9,990 $ 0.72602 $ 5,010 September 15, 2022 - December 14, 2022 $ 0.64059 $ 5,804 $ 0.57040 $ 8,784 $ 0.56250 $ 3,881 June 15, 2022 - September 14, 2022 $ 0.54808 $ 4,966 $ 0.47789 $ 7,360 $ 0.56250 $ 3,881 March 15, 2022 - June 14, 2022 $ 0.47817 $ 4,332 $ 0.47657 $ 7,339 $ 0.56250 $ 3,881 December 15, 2021 - March 14, 2022 $ 0.43606 $ 3,951 $ 0.47657 $ 7,339 $ 0.56250 $ 3,881 We may redeem any of our outstanding Series A, B and C Preferred Units at any time on or after the optional redemption date set forth above for each series of the Series A, B and C 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 Series A, B and C 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 Series A, B and C Preferred Units, those preferred unitholders may have the ability to convert their Series A, B and C Preferred Units to common units at the then-applicable conversion rate, which are subject to caps of 1.0915, 1.04297 and 1.7928, respectively. Holders of the Series A, B and C Preferred Units have no voting rights except for certain exceptions set forth in our partnership agreement. Common Units The following table shows the balance of and changes in the number of our common units outstanding: Year Ended December 31, 2022 2021 2020 Balance as of the beginning of year 109,986,273 109,468,127 108,527,806 Unit-based compensation (Note 22) 832,445 518,146 940,321 Balance as of the end of year 110,818,718 109,986,273 109,468,127 Cash Distributions. We make quarterly distributions to common unitholders of 100% of our “Available Cash,” generally defined as cash receipts less cash disbursements, including distributions to our 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, on our preferred units. The following table summarizes information about cash distributions to our common limited partners applicable to the period in which the distributions were earned: Cash Distributions Per Unit Total Cash Distributions Record Date Payment Date (Thousands of Dollars) Quarter ended: December 31, 2022 $ 0.40 $ 44,328 February 8, 2023 February 14, 2023 September 30, 2022 0.40 44,125 November 7, 2022 November 14, 2022 June 30, 2022 0.40 44,128 August 8, 2022 August 12, 2022 March 31, 2022 0.40 44,165 May 9, 2022 May 13, 2022 Year ended December 31, 2022 $ 1.60 $ 176,746 Year ended December 31, 2021 $ 1.60 $ 175,470 Year ended December 31, 2020 $ 1.60 $ 174,873 Accumulated Other Comprehensive Income (Loss) The balance of and changes in the components included in AOCI were as follows: Foreign Cash Flow Hedges Pension and Total (Thousands of Dollars) Balance as of January 1, 2020 $ (43,772) $ (16,124) $ (8,000) $ (67,896) Other comprehensive income (loss) before reclassification adjustments 1,410 (30,291) (2,924) (31,805) Net gain on pension costs reclassified into other income, net — — (1,220) (1,220) Net loss on cash flow hedges reclassified into interest expense, net — 4,265 — 4,265 Other comprehensive income (loss) 1,410 (26,026) (4,144) (28,760) Balance as of December 31, 2020 (42,362) (42,150) (12,144) (96,656) Other comprehensive income before reclassification adjustments 601 — 17,721 18,322 Net gain on pension costs reclassified into other income, net — — (1,308) (1,308) Net loss on cash flow hedges reclassified into interest expense, net — 5,664 — 5,664 Other comprehensive income 601 5,664 16,413 22,678 Balance as of December 31, 2021 (41,761) (36,486) 4,269 (73,978) Other comprehensive income (loss) before reclassification adjustments 2,177 — (516) 1,661 Sale of Point Tupper Terminal Operations reclassified into net income (Note 4) 39,646 — — 39,646 Net gain on pension costs reclassified into other income, net — — (1,040) (1,040) Net loss on cash flow hedges reclassified into interest expense, net — 2,106 — 2,106 Other comprehensive income (loss) 41,823 2,106 (1,556) 42,373 Balance as of December 31, 2022 $ 62 $ (34,380) $ 2,713 $ (31,605) |
NET INCOME (LOSS) PER COMMON UN
NET INCOME (LOSS) PER COMMON UNIT | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON UNIT | NET INCOME (LOSS) PER COMMON UNIT As discussed in Note 17, the Series D Preferred Units contain certain unitholder conversion and redemption features, and we use the if-converted method to calculate the dilutive effect of the conversion or redemption feature that is most advantageous to our Series D preferred unitholders. The effect of the assumed conversion or redemption of the Series D Preferred Units outstanding was antidilutive for each of the years ended December 31, 2022, 2021 and 2020; therefore, we did not include such conversion or redemption in the computation of diluted net income (loss) per common unit. Contingently issuable performance units are included as dilutive potential common units if it is probable that the performance measures will be achieved, unless to do so would be antidilutive. For the year ended December 31, 2022, there were no performance unit awards outstanding. For the years ended December 31, 2021 and 2020, we determined that it was probable that the performance measures would be achieved, but the effect would be antidilutive; therefore, we did not include any contingently issuable performance units as dilutive common units in the computation below. The following table details the calculation of basic and diluted net income (loss) per common unit: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars, Except Unit and Per Unit Data) Net income (loss) $ 222,747 $ 38,225 $ (198,983) Distributions to preferred limited partners (127,589) (127,399) (124,882) Distributions to common limited partners (176,746) (175,470) (174,873) Distribution equivalent rights to restricted units (2,534) (2,396) (2,093) Distributions in excess of income (loss) $ (84,122) $ (267,040) $ (500,831) Distributions to common limited partners $ 176,746 $ 175,470 $ 174,873 Allocation of distributions in excess of income (loss) (84,122) (267,040) (500,831) Series D Preferred Unit accretion (Note 17) (18,538) (16,903) (17,626) Series D Preferred Unit repurchase (Note 17) (34,382) — — Net income (loss) attributable to common units $ 39,704 $ (108,473) $ (343,584) Basic and diluted weighted-average common units outstanding 110,341,206 109,585,635 109,155,117 Basic and diluted net income (loss) per common unit $ 0.36 $ (0.99) $ (3.15) |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
STATEMENTS OF CASH FLOWS | SUPPLEMENTAL CASH FLOW INFORMATION Changes in current assets and current liabilities were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Decrease (increase) in current assets: Accounts receivable $ (6,762) $ (2,105) $ 14,589 Inventories 836 (5,585) 1,340 Prepaid and other current assets 768 (1,710) (3,326) Increase (decrease) in current liabilities: Accounts payable (2,960) 10,202 (25,455) Accrued interest payable 3,468 (16,708) 12,922 Accrued liabilities 9,018 4,448 7,886 Taxes other than income tax (3,631) (2,689) 3,972 Changes in current assets and current liabilities $ 737 $ (14,147) $ 11,928 The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable consolidated balance sheets due to: • the change in the amount accrued for capital expenditures; • the effect of foreign currency translation; • payments for the termination of interest rate swaps included in cash flows from financing activities; • the effect of accrued compensation expense paid with fully vested common unit awards; and • current assets and current liabilities disposed of during the period. Cash flows related to interest and income taxes were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Cash paid for interest, net of amount capitalized $ 195,697 $ 218,181 $ 204,511 Cash paid for income taxes, net of tax refunds received $ 4,368 $ 5,491 $ 3,260 Restricted cash is included in "Other long-term assets, net" on the consolidated balance sheets. “Cash, cash equivalents and restricted cash” on the consolidated statements of cash flows was included in the consolidated balance sheets as follows: December 31, 2022 2021 (Thousands of Dollars) Cash and cash equivalents $ 14,489 $ 5,637 Other long-term assets, net 8,888 8,802 Cash, cash equivalents and restricted cash $ 23,377 $ 14,439 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Thrift Plans The NuStar Thrift Plan (the Thrift Plan) is a qualified defined contribution plan that became effective June 26, 2006. Participation in the Thrift Plan is voluntary and open to substantially all our domestic employees upon their dates of hire. Thrift Plan participants can contribute from 1% up to 30% of their total annual compensation to the Thrift Plan in the form of pre-tax and/or after tax employee contributions. We make matching contributions in an amount equal to 100% of each participant’s employee contributions up to a maximum of 6% of the participant’s total annual compensation. The matching contributions to the Thrift Plan for the years ended December 31, 2022, 2021 and 2020 totaled $7.3 million, $7.6 million and $7.8 million, respectively. The NuStar Excess Thrift Plan (the Excess Thrift Plan) is a nonqualified deferred compensation plan that became effective July 1, 2006. The Excess Thrift Plan provides benefits to those employees whose compensation and/or annual contributions under the Thrift Plan are subject to the limitations applicable to qualified retirement plans under the Code. Pension and Other Postretirement Benefits The NuStar Pension Plan (the Pension Plan) is a qualified non-contributory defined benefit pension plan that provides eligible U.S. employees with retirement income as calculated under a cash balance formula. Under the cash balance formula, benefits are determined based on age, years of vesting service and interest credits, and employees become fully vested in their benefits upon attaining three years of vesting service. Prior to January 1, 2014, eligible employees were covered under either a cash balance formula or a final average pay formula (FAP). The Pension Plan was amended to freeze the FAP benefits as of December 31, 2013, and effective January 1, 2014, eligible employees are covered under the cash balance formula discussed above. We also maintain an excess pension plan (the Excess Pension Plan), which is a nonqualified deferred compensation plan that provides benefits to a select group of management or other highly compensated employees. Neither the Excess Thrift Plan nor the Excess Pension Plan is intended to constitute either a qualified plan under the provisions of Section 401 of the Code or a funded plan subject to the Employee Retirement Income Security Act. The Pension Plan and Excess Pension Plan are collectively referred to as the Pension Plans in the tables and discussion below. Our other postretirement benefit plans include a contributory medical benefits plan for U.S. employees who retired prior to April 1, 2014 and, for employees who retire on or after April 1, 2014, a partial reimbursement for eligible third-party health care premiums. We use December 31 as the measurement date for our pension and other postretirement plans. The changes in the benefit obligation, the changes in fair value of plan assets, the funded status and the amounts recognized in the consolidated balance sheets for our Pension Plans and other postretirement benefit plans as of and for the years ended December 31, 2022 and 2021 were as follows: Pension Plans Other Postretirement 2022 2021 2022 2021 (Thousands of Dollars) Change in benefit obligation: Benefit obligation, January 1 $ 179,907 $ 186,685 $ 16,270 $ 14,680 Service cost 9,752 9,978 605 593 Interest cost 4,619 4,084 423 326 Benefits paid (a) (15,949) (19,366) (603) (257) Participant contributions — — 66 44 Actuarial (gain) loss (34,221) (694) (4,778) 884 Other 203 (780) — — Benefit obligation, December 31 $ 144,311 $ 179,907 $ 11,983 $ 16,270 Change in plan assets: Plan assets at fair value, January 1 $ 189,838 $ 182,727 $ — $ — Actual return on plan assets (30,405) 26,425 — — Employer contributions 5,012 52 537 213 Benefits paid (a) (15,949) (19,366) (603) (257) Participant contributions — — 66 44 Plan assets at fair value, December 31 $ 148,496 $ 189,838 $ — $ — Reconciliation of funded status: Fair value of plan assets at December 31 $ 148,496 $ 189,838 $ — $ — Less: Benefit obligation at December 31 144,311 179,907 11,983 16,270 Funded status at December 31 $ 4,185 $ 9,931 $ (11,983) $ (16,270) Amounts recognized in the consolidated balance sheets (b): Other long-term assets, net $ 9,130 $ 14,945 $ — $ — Accrued liabilities (552) (467) (507) (442) Other long-term liabilities (4,393) (4,547) (11,476) (15,828) Net pension asset (liability) $ 4,185 $ 9,931 $ (11,983) $ (16,270) Accumulated benefit obligation $ 141,517 $ 171,899 $ 11,983 $ 16,270 (a) Benefit payments for the years ended December 31, 2022 and 2021 include lump-sum payments of $2.9 million and $9.6 million, respectively, to participants of the Pension Plans following the Eastern U.S. Terminals Disposition and the Texas City Sale, as discussed in Note 4. (b) For the Pension Plan, since assets exceed the present value of expected benefit payments for the next 12 months, all of the asset is noncurrent. For the Excess Pension Plan and the other postretirement benefit plans, since there are no assets, the current liability is the present value of expected benefit payments for the next 12 months; the remainder is noncurrent. The actuarial (gain) loss related to the benefit obligation for our pension plans was primarily attributable to an increase in the discount rates used to determine the benefit obligation from 3.10% to 5.26% in 2022 and an increase from 2.84% to 3.10% in 2021. The fair value of our plan assets is affected by the return on plan assets resulting primarily from the performance of equity and bond markets during the period. The Excess Pension Plan has no plan assets and an accumulated benefit obligation of $4.6 million and $4.3 million as of December 31, 2022 and 2021, respectively. The accumulated benefit obligation is the present value of benefits earned to date, while the projected benefit obligation may include future salary increase assumptions. The projected benefit obligation for the Excess Pension Plan was $4.9 million and $5.0 million as of December 31, 2022 and 2021, respectively. The components of net periodic benefit cost (income) related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement Benefit Plans Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 (Thousands of Dollars) Service cost $ 9,752 $ 9,978 $ 9,174 $ 605 $ 593 $ 529 Interest cost 4,619 4,084 4,693 423 326 399 Expected return on plan assets (9,087) (9,233) (8,972) — — — Amortization of prior service credit (1,876) (2,057) (2,057) (1,145) (1,145) (1,145) Amortization of net actuarial loss 1,129 2,279 1,845 209 176 137 Other 846 (561) 136 — — — Net periodic benefit cost (income) $ 5,383 $ 4,490 $ 4,819 $ 92 $ (50) $ (80) We amortize prior service costs and credits on a straight-line basis over the average remaining service period of employees expected to receive benefits under our Pension Plans and other postretirement benefit plans (“Amortization of prior service credit” in table above). We amortize the actuarial gains and losses that exceed 10% of the greater of the projected benefit obligation or market-related value of plan assets (smoothed asset value) over the average remaining service period of active employees expected to receive benefits under our Pension Plans and other postretirement benefit plans (“Amortization of net actuarial loss” in table above). The service cost component of net periodic benefit cost (income) is reported in “General and administrative expenses” and “Operating expenses” on the consolidated statements of income (loss), and the remaining components of net periodic benefit cost (income) are reported in “Other income (expense), net” Adjustments to other comprehensive (loss) income related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement Benefit Plans Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 (Thousands of Dollars) Net unrecognized (loss) gain arising during the year: Net actuarial (loss) gain $ (5,271) $ 18,666 $ (2,159) $ 4,779 $ (884) $ (793) Net (gain) loss reclassified into income: Amortization of prior service credit (1,876) (2,057) (2,057) (1,145) (1,145) (1,145) Amortization of net actuarial loss 1,129 2,279 1,845 209 176 137 Other 643 (561) — — — — Net gain reclassified into income (104) (339) (212) (936) (969) (1,008) Income tax (expense) benefit (24) (61) 28 — — — Total changes to other comprehensive (loss) income $ (5,399) $ 18,266 $ (2,343) $ 3,843 $ (1,853) $ (1,801) The amounts recorded as a component of “Accumulated other comprehensive loss” on the consolidated balance sheets related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement December 31, December 31, 2022 2021 2022 2021 (Thousands of Dollars) Unrecognized actuarial (loss) gain $ (7,247) $ (3,748) $ 434 $ (4,554) Prior service credit 5,754 7,630 3,739 4,884 Deferred tax 33 57 — — Accumulated other comprehensive (loss) income, net of tax $ (1,460) $ 3,939 $ 4,173 $ 330 Investment Policies and Strategies The investment policies and strategies for the assets of our qualified Pension Plan incorporate a well-diversified approach that is expected to earn long-term returns from capital appreciation and a growing stream of current income. This approach recognizes that assets are exposed to risk, and the market value of the Pension Plan’s assets may fluctuate from year to year. Risk tolerance is determined based on our financial ability to withstand risk within the investment program and the willingness to accept return volatility. In line with the investment return objective and risk parameters, the Pension Plan’s mix of assets includes a diversified portfolio of equity and fixed-income instruments. The aggregate asset allocation is reviewed on an annual basis. As of December 31, 2022, the target allocations for plan assets were 65% equity securities and 35% fixed income investments, with certain fluctuations permitted. The overall expected long-term rate of return on plan assets for the Pension Plan is estimated using various models of asset returns. Model assumptions are derived using historical data with the assumption that capital markets are informationally efficient. Three models are used to derive the long-term expected returns for each asset class. Since each method has distinct advantages and disadvantages and differing results, an equal weighted average of the methods’ results is used. Fair Value of Plan Assets We disclose the fair value for each major class of plan assets in the Pension Plan in three levels: Level 1, defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active; and Level 3, defined as unobservable inputs for which little or no market data exists. The major classes of plan assets measured at fair value for the Pension Plan were as follows: December 31, 2022 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Cash equivalent securities $ 789 $ — $ — $ 789 Equity securities: U.S. large cap equity fund (a) — 81,754 — 81,754 International stock index fund (b) 14,836 — — 14,836 Fixed income securities: Bond market index fund (c) 51,117 — — 51,117 Total $ 66,742 $ 81,754 $ — $ 148,496 December 31, 2021 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Cash equivalent securities $ 710 $ — $ — $ 710 Equity securities: U.S. large cap equity fund (a) — 110,672 — 110,672 International stock index fund (b) 17,708 — — 17,708 Fixed income securities: Bond market index fund (c) 60,748 — — 60,748 Total $ 79,166 $ 110,672 $ — $ 189,838 (a) This fund is a low-cost equity index fund not actively managed that tracks the S&P 500. Fair values were estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. (b) This fund tracks the performance of the Total International Composite Index. (c) This fund tracks the performance of the Barclays Capital U.S. Aggregate Bond Index. Contributions to the Pension Plans For the year ended December 31, 2022, we contributed $5.0 million and $0.5 million to our Pension Plan and other postretirement benefit plans, respectively. During 2023, we expect to contribute approximately $9.6 million and $0.5 million to the Pension Plans and other postretirement benefit plans, respectively. We will monitor our funding status in 2023 to determine if any contributions are required by regulations or laws, or with respect to unfunded plans, necessary to fund current benefits. Estimated Future Benefit Payments The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for the years ending December 31: Pension Plans Other Postretirement Benefit Plans (Thousands of Dollars) 2023 $ 11,134 $ 507 2024 $ 10,228 $ 536 2025 $ 11,689 $ 582 2026 $ 11,775 $ 633 2027 $ 11,707 $ 680 2028-2032 $ 67,371 $ 4,102 Assumptions The discount rate is based on a hypothetical yield curve represented by a series of annualized individual discount rates. Each bond issue underlying the hypothetical yield curve required an average rating of double-A, when averaging all available ratings by Moody’s Investor Service Inc., S&P Global Ratings and Fitch Ratings. The expected long-term rate of return on plan assets is based on the weighted averages of the expected long-term rates of return for each asset class of investments held in our plans as determined using historical data and the assumption that capital markets are informationally efficient. The expected rate of compensation increase represents average long-term salary increases. The weighted-average assumptions used to determine the benefit obligations were as follows: Pension Plans Other Postretirement Benefit Plans December 31, December 31, 2022 2021 2022 2021 Discount rate 5.26 % 3.10 % 5.25 % 3.08 % Rate of compensation increase 3.99 % 3.99 % n/a n/a Cash balance interest crediting rate 3.76 % 2.00 % n/a n/a The weighted-average assumptions used to determine the net periodic benefit cost (income) were as follows: Pension Plans Other Postretirement Benefit Plans Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Discount rate 3.10 % 2.84 % 3.34 % 3.08 % 2.83 % 3.43 % Expected long-term rate of return on plan assets 6.00 % 6.00 % 6.50 % n/a n/a n/a Rate of compensation increase 3.99 % 3.51 % 3.51 % n/a n/a n/a Cash balance interest crediting rate 2.00 % 2.00 % 2.00 % n/a n/a n/a We sponsor a contributory postretirement health care plan for employees who retired prior to April 1, 2014. The plan has an annual limitation (a cap) on the increase of the employer’s share of the cost of covered benefits. The cap on the increase in employer’s cost is 2.5% per year. The assumed health care cost trend rates were as follows: December 31, 2022 2021 Health care cost trend rate assumed for next year 7.00 % 6.84 % Rate to which the cost trend rate was assumed to decrease (the ultimate trend rate) 5.00 % 5.00 % Year that the rate reaches the ultimate trend rate 2032 2028 |
UNIT-BASED COMPENSATION
UNIT-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
UNIT-BASED COMPENSATION | UNIT-BASED COMPENSATION Overview 2019 LTIP. In April 2019, our common unitholders approved the 2019 Long-Term Incentive Plan (2019 LTIP) for eligible employees, consultants and directors of NuStar Energy L.P., and of NuStar GP, LLC, and their respective affiliates who perform services for us and our subsidiaries. The 2019 LTIP allows for the awarding of (i) options; (ii) restricted units; (iii) distribution equivalent rights (DERs); (iv) performance cash; (v) performance units; and (vi) unit awards. DERs entitle the participant to receive cash equal to cash distributions made on any award prior to its vesting. The 2019 LTIP, as amended and restated on April 29, 2021, permits the granting of awards totaling an aggregate of 5,000,000 common units, and is subject to adjustment. The 2019 LTIP generally will be administered by the compensation committee of our board of directors. As of December 31, 2022, a total of 1,064,199 common units remained available to be awarded under the 2019 LTIP. Other Plans. We sponsor the NuStar GP, LLC Fifth Amended and Restated 2000 Long-Term Incentive Plan, as amended (2000 LTIP), and the NuStar GP Holdings, LLC Long-Term Incentive Plan, as amended (2006 LTIP). Effective with the approval of the 2019 LTIP in April 2019, the 2000 LTIP and the 2006 LTIP terminated with respect to new grants; however, unvested restricted unit awards granted under the 2000 LTIP and the 2006 LTIP remain outstanding as of December 31, 2022. The following table summarizes information pertaining to all of our long-term incentive plans: Units Outstanding Compensation Expense 2022 2021 2020 2022 2021 2020 (Thousands of Dollars) Restricted units: Domestic employees 2,859,189 2,520,436 2,235,125 $ 12,759 $ 11,892 $ 10,205 Non-employee directors (NEDs) 133,604 129,312 98,769 1,021 856 631 International employees — 21,760 19,987 (20) 139 58 Performance awards — 33,695 87,122 2,442 3,047 1,291 Unit awards — — — — 4,645 — Total 2,992,793 2,705,203 2,441,003 $ 16,202 $ 20,579 $ 12,185 Restricted Units Our restricted unit awards are considered phantom units, as they represent the right to receive our common units upon vesting. We account for restricted units as either equity-classified awards or liability-classified awards, depending on expected method of settlement. Awards we settle with the issuance of common units upon vesting are equity-classified. Awards we settle in cash upon vesting are liability-classified. We record compensation expense ratably over the vesting period based on the fair value of the common units at the grant date (for domestic employees and NEDs), or, prior to the sale of our Point Tupper Terminal Operations on April 29, 2022, the fair value of the common units measured at each reporting period (for international employees). DERs paid with respect to outstanding equity-classified unvested restricted units reduce equity, similar to cash distributions to unitholders, whereas DERs paid with respect to outstanding liability-classified unvested restricted units were expensed prior to the sale of our Point Tupper Terminal Operations on April 29, 2022. In connection with the DERs for equity awards, we paid $2.5 million, $2.4 million and $2.1 million respectively, in cash, for the years ended December 31, 2022, 2021 and 2020. Domestic Employees. The outstanding restricted units granted to domestic employees are equity-classified awards and generally vest over five years, beginning one year after the grant date. The fair value of these awards is measured at the grant date. Non-Employee Directors. The outstanding restricted units granted to NEDs are equity-classified awards that vest over three years. The fair value of these awards is measured at the grant date. International Employees. Prior to the sale of our Point Tupper Terminal Operations on April 29, 2022, the outstanding restricted units granted to international employees were cash-settled and accounted for as liability-classified awards. These awards vested over three years and the fair value was equal to the market price of our common units at each reporting period. For the year ended December 31, 2022, 11,364 restricted units vested and 10,396 restricted units were forfeited related to our international employees. A summary of our equity-classified restricted unit awards is as follows: Measured at Grant Date Fair Value Number of Units Weighted-Average Fair Value Per Unit Nonvested units as of January 1, 2020 1,284,492 $ 27.48 Granted 1,454,998 12.10 Vested (374,847) 28.47 Forfeited (30,749) 26.75 Nonvested units as of December 31, 2020 2,333,894 17.70 Granted 1,049,081 16.28 Vested (630,888) 20.07 Forfeited (102,339) 14.28 Nonvested units as of December 31, 2021 2,649,748 16.57 Granted 1,206,824 16.09 Vested (738,701) 17.79 Forfeited (125,078) 16.23 Nonvested units as of December 31, 2022 2,992,793 16.08 The total fair value of our equity-classified restricted unit awards vested for the years ended December 31, 2022, 2021 and 2020 was $11.9 million, $10.3 million and $4.6 million, respectively. We issued 531,637, 460,076 and 275,146 common units in connection with these award vestings, net of employee tax withholding requirements, for the years ended December 31, 2022, 2021 and 2020, respectively. Unrecognized compensation cost related to our equity-classified employee awards totaled $45.6 million as of December 31, 2022, which we expect to recognize over a weighted-average period of 3.7 years. Performance Awards Performance awards are issued to certain of our key employees and represent either rights to receive our common units or cash upon achieving performance measures for the performance period established by the NuStar GP, LLC Compensation Committee (the Compensation Committee). Achievement of the performance measures determines the rate at which the performance awards convert into our common units or cash, which ranges from zero to 200% for certain awards. Performance awards vest in three annual increments (tranches), based upon our achievement of the performance measures set by the Compensation Committee during the performance periods that end on December 31 of each applicable year. Therefore, the performance awards are not considered granted for accounting purposes until the Compensation Committee has set the performance measures for each tranche of awards. Performance unit awards are equity-classified awards measured at the grant date fair value. In addition, since the performance unit awards granted do not receive DERs, the grant date fair value of these awards is reduced by the per unit distributions expected to be paid to common unitholders during the vesting period. Performance cash awards are accounted for as a liability but may be settled in common units. We record compensation expense ratably for each vesting tranche over its requisite service period (one year) if it is probable that the specified performance measures will be achieved. Additionally, changes in the actual or estimated outcomes that affect the quantity of performance awards expected to be converted into common units or paid in cash, are recognized as a cumulative adjustment. Performance units vested relate to the performance for the performance period ended December 31 of the previous year. A summary of our performance awards is shown below: Performance Unit Awards Granted for Accounting Purposes Performance Cash Awards Total Performance Performance Unit Awards Weighted-Average Grant Date Fair Value per Unit (Thousands of Dollars) Outstanding as of January 1, 2020 $ — 161,561 74,439 $ 28.01 Granted 2,167 — 57,448 13.21 Performance adjustment (a) — 72,951 72,951 28.01 Vested — (147,390) (147,390) 28.01 Outstanding as of December 31, 2020 2,167 87,122 57,448 13.21 Granted 2,254 4,021 33,695 15.79 Vested (b) (672) (53,427) (53,427) 13.21 Forfeitures (51) (4,021) (4,021) 13.21 Outstanding as of December 31, 2021 3,698 33,695 33,695 15.79 Granted 2,954 — — — Performance adjustment (a) — 14,839 14,839 15.79 Vested (b) (1,507) (48,534) (48,534) 15.79 Outstanding as of December 31, 2022 $ 5,145 — — — (a) For the year ended December 31, 2020, common units granted and issued upon vesting resulted from performance units earned at 198% of the 2019 target. For the year ended December 31, 2022, common units granted and issued upon vesting resulted from performance units earned at 150% of the 2021 target. (b) For the years ended December 31, 2022 and 2021, we settled performance cash awards with 137,931 and 43,733 common units, respectively, and issued 84,778 and 26,704 common units, net of employee tax withholding requirements, respectively. The total fair value of our performance unit awards vested for the years ended December 31, 2022, 2021 and 2020 was $0.8 million, $0.8 million and $4.2 million, respectively. For the years ended December 31, 2022, 2021, and 2020 we issued 29,840, 31,366 and 93,440 common units in connection with the performance unit award vestings, net of employee tax withholding requirements, respectively. On January 26, 2023, we settled performance cash awards in common units, and together with the performance unit awards, we issued 82,353 common units, net of employee tax withholding requirements, respectively. Unit Awards Unit awards are equity-classified awards of fully vested common units. We accrued compensation expense in 2021 and 2019 that was paid in unit awards in the first quarters of the respective subsequent years. We base the number of unit awards granted on the fair value of the common units at the grant date. A summary of our unit awards is shown below: Date of Grant Grant Date Fair Value Unit Awards Granted Common Units Issued, Net of Employee Withholding Tax (Thousands of Dollars) February 2022 $ 4,645 280,685 186,190 February and March 2020 $ 22,941 834,224 571,735 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Components of income tax expense related to certain of our operations conducted through separate taxable wholly owned corporate subsidiaries were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Current: U.S. $ 3,558 $ 3,755 $ 36 Foreign 272 221 2,415 Foreign withholding tax 355 1,281 — Total current 4,185 5,257 2,451 Deferred: U.S. 341 (93) 300 Foreign (1,287) (531) (621) Foreign withholding tax — (745) 533 Total deferred (946) (1,369) 212 Income tax expense $ 3,239 $ 3,888 $ 2,663 The difference between income tax expense recorded in our consolidated statements of income (loss) and income taxes computed by applying the applicable statutory federal income tax rate to income before income tax expense is due to the fact that the majority of our income is not subject to federal income tax due to our status as a limited partnership. We record a tax provision related to the amount of undistributed earnings of our foreign subsidiaries expected to be repatriated. The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows: December 31, 2022 2021 (Thousands of Dollars) Deferred income tax assets: Net operating losses $ 17,710 $ 20,005 Capital loss 3,714 3,735 Other 793 625 Total deferred income tax assets 22,217 24,365 Less: Valuation allowance (21,573) (23,718) Net deferred income tax assets 644 647 Deferred income tax liabilities: Property, plant and equipment (3,534) (11,884) Foreign withholding tax (286) (272) Other (43) (322) Total deferred income tax liabilities (3,863) (12,478) Net deferred income tax liability $ (3,219) $ (11,831) As of December 31, 2022, our U.S. and foreign corporate operations have net operating loss carryforwards for tax purposes totaling $51.1 million and $23.3 million, respectively, which are subject to various limitations on use and expire in years 2032 through 2034 for U.S. losses and in years 2023 through 2033 for foreign losses. However, U.S. losses generated after December 31, 2017, totaling $5.2 million, can be carried forward indefinitely. As of December 31, 2022, our U.S. corporate operations have a capital loss carryforward for tax purposes totaling $17.7 million, which is subject to limitations on use and expires in 2024. As of December 31, 2022 and 2021, we have a valuation allowance of $21.6 million and $23.7 million, respectively, related to our deferred tax assets on net operating losses and capital losses. We estimate the amount of valuation allowance based upon our expectations of taxable income in the various jurisdictions in which we operate and the period over which we can utilize those future deductions. The valuation allowance reflects uncertainties related to our ability to utilize certain net operating loss carryforwards before they expire. In 2022, there was a $2.3 million decrease in the valuation allowance for the U.S. net operating loss and a $0.1 million increase in the foreign net operating loss valuation allowance due to changes in our estimates of the amount of loss carryforwards that will be realized, based upon future taxable income. The realization of net deferred income tax assets recorded as of December 31, 2022 is dependent upon our ability to generate future taxable income in the United States. We believe it is more likely than not that the net deferred income tax assets as of December 31, 2022 will be realized, based on expected future taxable income. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our reportable business segments consist of the pipeline, storage and fuels marketing segments. Our segments represent strategic business units that offer different services and products. We evaluate the performance of each segment based on its respective operating income, before general and administrative expenses and certain non-segmental depreciation and amortization expense. General and administrative expenses are not allocated to the operating segments since those expenses relate primarily to the overall management at the entity level. We are primarily engaged in the transportation, terminalling and storage of petroleum products and renewable fuels and the transportation of anhydrous ammonia. We also market petroleum products. Results of operations for the reportable segments were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Revenues: Pipeline $ 828,191 $ 762,238 $ 718,823 Storage 334,549 427,668 494,442 Fuels marketing 520,486 428,608 268,345 Consolidation and intersegment eliminations (3) (14) (46) Total revenues $ 1,683,223 $ 1,618,500 $ 1,481,564 Depreciation and amortization expense: Pipeline $ 178,802 $ 179,088 $ 177,384 Storage 73,076 87,500 99,092 Total segment depreciation and amortization expense 251,878 266,588 276,476 Other depreciation and amortization expense 7,358 7,792 8,625 Total depreciation and amortization expense $ 259,236 $ 274,380 $ 285,101 Operating income: Pipeline $ 438,670 $ 321,472 $ 118,429 Storage 61,081 24,800 189,781 Fuels marketing 33,536 11,181 12,233 Total segment operating income 533,287 357,453 320,443 General and administrative expenses 117,116 113,207 102,716 Other depreciation and amortization expense 7,358 7,792 8,625 Total operating income $ 408,813 $ 236,454 $ 209,102 Revenues by geographic area are shown in the table below: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) United States $ 1,667,672 $ 1,582,672 $ 1,441,892 Foreign 15,551 35,828 39,672 Consolidated revenues $ 1,683,223 $ 1,618,500 $ 1,481,564 For the years ended December 31, 2022, 2021 and 2020, Valero Energy Corporation accounted for approximately 18%, or $307.3 million, 19%, or $308.5 million, and 20%, or $295.1 million, of our revenues, respectively. These revenues were included in all of our reportable business segments. No other single customer accounted for 10% or more of our consolidated revenues. Total amounts of property, plant and equipment, net by geographic area were as follows: December 31, 2022 2021 (Thousands of Dollars) United States $ 3,359,427 $ 3,428,441 Foreign 43,656 113,201 Consolidated property, plant and equipment, net $ 3,403,083 $ 3,541,642 Total assets by reportable segment were as follows: December 31, 2022 2021 (Thousands of Dollars) Pipeline $ 3,360,685 $ 3,441,272 Storage 1,438,609 1,537,037 Fuels marketing 37,763 41,562 Total segment assets 4,837,057 5,019,871 Other partnership assets 136,629 136,461 Total consolidated assets $ 4,973,686 $ 5,156,332 Capital expenditures by reportable segment were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Pipeline $ 90,430 $ 67,340 $ 122,512 Storage 47,222 112,043 71,788 Other partnership assets 2,978 1,750 3,779 Total capital expenditures $ 140,630 $ 181,133 $ 198,079 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The accompanying consolidated financial statements represent the consolidated operations of the Partnership and our subsidiaries. Inter-partnership balances and transactions have been eliminated in consolidation. The operations of certain pipelines and terminals in which we own an undivided interest are proportionately consolidated in the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates based on currently available information. Management may revise estimates due to changes in facts and circumstances. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash equivalents are all highly liquid investments with an original maturity of three months or less when acquired. |
Accounts Receivable | Accounts Receivable Trade receivables are carried at amortized cost, net of a valuation allowance for current expected credit losses. We extend credit to certain customers after review of various credit indicators, including the customer’s credit rating, and obtain letters of credit, guarantees or collateral as deemed necessary. We monitor our ongoing credit exposure through active review of customer balances against contract terms and due dates and pool customer receivables based upon days outstanding, which is our primary credit risk indicator. Our review activities include timely account reconciliations, dispute resolution and payment confirmations. |
Inventories | Inventories Inventories consist of petroleum products, materials and supplies. Inventories are valued at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method. Our inventory, other than materials and supplies, consists of one end-product category, petroleum products, which we include in the fuels marketing segment. Accordingly, we determine lower of cost or net realizable value adjustments on an aggregate basis. Materials and supplies are valued at the lower of average cost or net realizable value. |
Restricted Cash | Restricted Cash As of December 31, 2022 and 2021, we have restricted cash representing legally restricted funds that are unavailable for general use totaling $8.9 million and $8.8 million, respectively, which is included in “ Other long-term assets, net |
Property, Plant and Equipment | Property, Plant and Equipment We record additions to property, plant and equipment, including reliability and strategic capital expenditures, at cost. Repair and maintenance costs associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred. Depreciation of property, plant and equipment is recorded on a straight-line basis over the estimated useful lives of the related assets. When property or equipment is retired, sold or otherwise disposed of, the difference between the carrying value and the net proceeds is recognized in “Other income (expense), net” in the consolidated statements of income (loss). We capitalize overhead costs and interest costs incurred on funds used to construct property, plant and equipment while the asset is under construction. The overhead costs and capitalized interest are recorded as part of the asset to which they relate and are amortized over the asset’s estimated useful life as a component of depreciation expense. |
Leases - Lessee | Leases We lease assets used in our operations, including land and docks. We record all leases on our consolidated balance sheets except for those leases with an initial term of 12 months or less, which are expensed on a straight-line basis over the lease term. We use judgment in determining the reasonably certain lease term and consider factors such as the nature and utility of the leased asset, as well as the importance of the leased asset to our operations. We calculate the present value of our lease liabilities based upon our incremental borrowing rate unless the rate implicit in the lease is readily determinable. For all of our asset classes except the other pipeline and terminal equipment asset class, we combine lease and non-lease components and account for them as a single lease component. Certain of our leases are subject to variable payment arrangements, the most notable of which include: • dockage and wharfage charges, which are based on volumes moved over leased docks and are included in our calculation of our lease payments based on minimum throughput volume requirements. We recognize charges on excess throughput volumes in profit or loss in the period in which the obligation for those payments is incurred; and |
Goodwill | Goodwill As of December 31, 2022 and 2021, our reporting units to which goodwill has been allocated consisted of the following: • crude oil pipelines; • refined product pipelines; and • terminals, excluding our refinery crude storage tanks and our Point Tupper terminal facility, prior to its disposal on April 29, 2022. Please see Notes 4 and 10 for a discussion of the balances of and changes in the carrying amount of goodwill. We assess goodwill for impairment annually on October 1, or more frequently if events or changes in circumstances indicate it might be impaired. We have the option to first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. We elected to bypass the qualitative assessment for all reporting units as of October 1, 2022 and October 1, 2021 and performed quantitative assessments, resulting in the determination that goodwill was not impaired. We measure goodwill impairment as the excess of each reporting unit’s carrying value over its fair value, not to exceed the carrying amount of goodwill for that reporting unit. The carrying value of each reporting unit equals the total identified assets (including goodwill) less the sum of each reporting unit’s identified liabilities. We used reasonable and supportable methods to assign the assets and liabilities to the appropriate reporting units in a consistent manner. We recognize an impairment of goodwill if the carrying value of a reporting unit that contains goodwill exceeds its estimated fair value. In order to estimate the fair value of the reporting unit, including goodwill, management must make certain estimates and assumptions that affect the total fair value of the reporting unit including, among other things, an assessment of market conditions, projected cash flows, discount rates and growth rates. Management’s estimates of projected cash flows related to the reporting unit include, but are not limited to, future earnings of the reporting unit, assumptions about the use or disposition of the asset, estimated remaining life of the asset, and future expenditures necessary to maintain the asset’s existing service potential. We calculate the estimated fair value of each of our reporting units using a weighted-average of values calculated using an income approach and a market approach. The income approach involves estimating the fair value of each reporting unit by discounting its estimated future cash flows using a discount rate that would be consistent with a market participant’s assumption. The market approach bases the fair value measurement on information obtained from observed stock prices of public companies and recent merger and acquisition transaction data of comparable entities. Management’s estimates are based on numerous assumptions about future operations and market conditions, which we believe to be reasonable but are inherently uncertain. The uncertainties underlying our assumptions and estimates could differ significantly from actual results, which could lead to a different determination of the fair value of our assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsWe review long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We evaluate recoverability using undiscounted estimated net cash flows generated by the related asset or asset group. If the results of that evaluation indicate that the undiscounted cash flows are less than the carrying amount of the asset (i.e., the asset is not recoverable) we perform an impairment analysis. If our intent is to hold the asset for continued use, we determine the amount of impairment as the amount by which the net carrying value exceeds its fair value. If our intent is to sell the asset, and the criteria required to classify an asset as held for sale are met, we determine the amount of impairment as the amount by which the net carrying amount exceeds its fair value less costs to sell. |
Income Taxes | Income Taxes We are a limited partnership and generally are not subject to federal or state income taxes. Accordingly, our taxable income or loss, which may vary substantially from income or loss reported for financial reporting purposes, is generally included in the federal and state income tax returns of our partners. For transfers of publicly held common units subsequent to our initial public offering, we have made an election permitted by Section 754 of the Internal Revenue Code (the Code) to adjust the common unit purchaser’s tax basis in our underlying assets to reflect the purchase price of the units. This results in an allocation of taxable income and expenses to the purchaser of the common units, including depreciation deductions and gains and losses on sales of assets, based upon the new unitholder’s purchase price for the common units. We conduct certain of our operations through taxable wholly owned corporate subsidiaries. We account for income taxes related to our taxable subsidiaries using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred taxes using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. We recognize a tax position if it is more likely than not that the tax position will be sustained, based on the technical merits of the position, upon examination. We record uncertain tax positions in the financial statements at the largest amount of benefit that is more likely than not to be realized. We had no unrecognized tax benefits as of December 31, 2022 and 2021. |
Asset Retirement Obligations | Asset Retirement Obligations We record a liability for asset retirement obligations at the fair value of the estimated costs to retire a tangible long-lived asset at the time we incur that liability, which is generally when the asset is purchased, constructed or leased, when we have a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the obligation can be made. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the fair value. We have asset retirement obligations with respect to certain of our assets due to various legal obligations to clean and/or dispose of those assets at the time they are retired. However, these assets can be used for an extended and indeterminate period of time as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain our assets and continue making improvements to those assets based on technological advances. As a result, we believe that our assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire these assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any asset, we estimate the costs of performing the retirement activities and record a liability for the fair value of these costs. |
Environmental Remediation Costs | Environmental Remediation CostsEnvironmental remediation costs are expensed and an associated accrual established when site restoration and environmental remediation and cleanup obligations are either known or considered probable and can be reasonably estimated. These environmental obligations are based on estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. The environmental liabilities have not been reduced by possible recoveries from third parties. Environmental costs include initial site surveys, costs for remediation and restoration and ongoing monitoring costs, as well as fines, damages and other costs, when applicable and estimable. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. Environmental liabilities are difficult to assess and estimate due to unknown factors, such as the timing and extent of remediation, the determination of our liability in proportion to other parties, improvements in cleanup technologies and the extent to which environmental laws and regulations may change in the future. We believe that we have adequately accrued for our environmental exposures. |
Revenue Recognition | Revenue Recognition Revenue-Generating Activities. Revenues for the pipeline segment are derived from interstate and intrastate pipeline transportation of refined products, crude oil and anhydrous ammonia and the applicable pipeline tariff on a per barrel basis for crude oil or refined products and on a per ton basis for ammonia. Revenues generated from product sales in the pipeline segment relate to surplus pipeline loss allowance volumes. Revenues for the storage segment include fees for tank storage agreements, under which a customer agrees to pay for a certain amount of storage in a tank over a period of time (storage terminal revenues), and throughput agreements, under which a customer pays a fee per barrel for volumes moving through our terminals (throughput terminal revenues). Our terminals also provide blending, additive injections, handling and filtering services for which we charge additional fees. Revenues for the fuels marketing segment are derived from the sale of petroleum products. Within both our pipeline and storage segments, we provide services on uninterruptible and interruptible bases. Uninterruptible services within our pipeline segment typically result from contracts that contain take-or-pay minimum volume commitments (MVCs) from the customer. Contracts with MVCs obligate the customer to pay for that minimum amount. If a customer fails to meet its MVC for the applicable service period, the customer is obligated to pay a deficiency fee based upon the shortfall between the actual volumes transported or stored and the MVC for that service period (deficiency payments). In exchange, those contracts with MVCs obligate us to stand ready to transport volumes up to the customer’s MVC. Within our storage segment, uninterruptible services arise from contracts containing a fixed monthly fee for the portion of storage capacity reserved by the customer. These contracts require that the customer pay the fixed monthly fee, regardless of whether or not it uses our storage facility (i.e., take-or-pay obligation), and that we stand ready to store that volume. Interruptible services within our pipeline and storage segments are generally provided when and to the extent we determine the requested capacity is available. The customer typically pays a per-unit rate for the actual quantities of services it receives. For the majority of our contracts, we recognize revenue in the amount to which we have a right to invoice. Generally, payment terms do not exceed 30 days. Performance Obligations. The majority of our contracts contain a single performance obligation. For our pipeline segment, the single performance obligation encompasses multiple activities necessary to deliver our customers’ products to their destinations. Typically, we satisfy this performance obligation over time as the product volume is delivered in or out of the pipelines. Certain of our pipeline segment customer contracts include an incentive pricing structure, which provides a discounted rate for the remainder of the contract once the customer exceeds a cumulative volume. The ability to receive discounted future services represents a material right to the customer, which results in a second performance obligation in those contracts. The performance obligation for our storage segment consists of multiple activities necessary to receive, store and deliver our customers’ products. We typically satisfy this performance obligation over time as the product volume is delivered in or out of the tanks (for throughput terminal revenues) or with the passage of time (for storage terminal revenues). Product sales contracts generally include a single performance obligation to deliver specified volumes of a commodity, which we satisfy at a point in time, when the product is delivered and the customer obtains control of the commodity. Optional services described in our contracts do not provide a material right to the customer, and are not considered a separate performance obligation in the contract. If and when a customer elects an optional service, and the terms of the contract are otherwise met, those services become part of the existing performance obligation. Transaction Price. For uninterruptible services, we determine the transaction price at contract inception based on the guaranteed minimum amount of revenue over the term of the contract. For interruptible services and optional services, we determine the transaction price based on our right to invoice the customer for the value of services provided to the customer for the applicable period. In certain instances, our customers reimburse us for capital projects, in arrangements referred to as contributions in aid of construction, or CIAC. Typically, in these instances, we receive upfront payments for future services, which are included in the transaction price of the underlying service contract. We collect taxes on certain revenue transactions to be remitted to governmental authorities, which may include sales, use, value-added and some excise taxes. These taxes are not included in the transaction price and are, therefore, excluded from revenues. Allocation of Transaction Price. We allocate the transaction price to the single performance obligation that exists in the vast majority of our contracts with customers. For the few contracts that have a second performance obligation, such as those that include an incentive pricing structure, we calculate an average rate based on the estimated total volumes to be delivered over the term of the contract and the resulting estimated total revenue to be billed using the applicable rates in the contract. We allocate the transaction price to the two performance obligations by applying the average rate to product volumes as they are delivered to the customer over the term of the contract. Determining the timing and amount of volumes subject to these incentive pricing contracts requires judgment that can impact the amount of revenue allocated to the two separate performance obligations. We base our estimates on our analysis of expected future production information available from our customers or other sources, which we update at least quarterly. Some of our MVC contracts include provisions that allow the customer to apply deficiency payments to future service periods (the carryforward period). In those instances, we have not satisfied our performance obligation as we still have the obligation to perform those services, subject to contractual and/or capacity constraints, at the customer’s request. At least quarterly, we assess the customer’s ability to utilize any deficiency payments during the carryforward period. If we receive a deficiency payment from a customer that we expect the customer to utilize during the carryforward period, we defer that amount as a contract liability. We will consider the performance obligation satisfied and allocate any deferred deficiency payments to our performance obligation when the customer utilizes the deficiency payment, the carryforward period ends or we determine the customer cannot or will not utilize the deficiency payment (i.e. breakage). |
Income Allocation | Income Allocation Our partnership agreement contains provisions for the allocation of net income to the unitholders. Our net income for each quarterly reporting period is first allocated to the preferred limited partner unitholders in an amount equal to the earned distributions for the respective reporting period. We allocate the remaining net income or loss among the common unitholders. |
Basic and Diluted Net Income (Loss) per Common Unit | Basic and Diluted Net Income (Loss) Per Common UnitBasic and diluted net income (loss) per common unit is determined pursuant to the two-class method. Under this method, all earnings are allocated to our limited partners and participating securities based on their respective rights to receive distributions earned during the period. Participating securities include restricted units awarded under our long-term incentive plans. We compute basic net income (loss) per common unit by dividing net income (loss) attributable to our common limited partners by the weighted-average number of common units outstanding during the period. We compute diluted net income (loss) per common unit by dividing net income (loss) attributable to our common limited partners by the sum of (i) the weighted-average number of common units outstanding during the period and (ii) the effect of dilutive potential common units outstanding during the period. Dilutive potential common units include contingently issuable performance units awarded and the Series D Preferred Units. |
Derivative Financial Instruments | Derivative Financial Instruments When we apply hedge accounting, we formally document all relationships between hedging instruments and hedged items. This process includes identification of the hedging instrument and the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness will be assessed. To qualify for hedge accounting, at inception of the hedge we assess whether the derivative instruments that are used in our hedging transactions are expected to be highly effective in offsetting changes in cash flows. Throughout the designated hedge period and at least quarterly, we assess whether the derivative instruments are highly effective and continue to qualify for hedge accounting. We enter into forward-starting swaps in order to hedge the risk of changes in the interest payments attributable to changes in the benchmark interest rate during the period from the effective date of the swap to the issuance of the forecasted debt. For forward-starting interest rate swaps designated and qualifying as cash flow hedges, we recognize the fair value of each interest rate swap in the consolidated balance sheets. We record changes in the fair value of the hedge as a component of accumulated other comprehensive income (loss) (AOCI), to the extent those cash flow hedges remain highly effective. If at any point a cash flow hedge ceases to qualify for hedge accounting, changes in the fair value of the hedge are recognized in “Interest expense, |
Defined Benefit Plans | Defined Benefit PlansWe estimate pension and other postretirement benefit obligations and costs based on actuarial valuations. The annual measurement date for our pension and other postretirement benefit plans is December 31. The actuarial valuations require the use of certain assumptions including discount rates, expected long-term rates of return on plan assets and expected rates of compensation increase. Changes in these assumptions are primarily influenced by factors outside our control. |
Unit-based Compensation | Unit-based CompensationUnit-based compensation for our long-term incentive plans is recorded in our consolidated balance sheets based on the fair value of the awards granted and recognized as compensation expense primarily on a straight-line basis over the requisite service period. Forfeitures of our unit-based compensation awards are recognized as an adjustment to compensation expense when they occur. Unit-based compensation expense is included in “General and administrative expenses” on our consolidated statements of income (loss). |
Foreign Currency Translation | Foreign Currency Translation The functional currencies of our foreign subsidiaries are the local currencies of the countries in which the subsidiaries are located. The assets and liabilities of our foreign subsidiaries with local functional currencies are translated to U.S. dollars at period-end exchange rates, and income and expense items are translated to U.S. dollars at weighted-average exchange rates in effect during the period. These translation adjustments are included in “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Upon the sale or liquidation of our investment in a foreign subsidiary, translation adjustments that have historically accumulated in AOCI related to that subsidiary are released from AOCI and reported as part of the gain or loss on sale. Gains and losses on foreign currency transactions are included in “Other income (expense), net” in the consolidated statements of income (loss). |
Reclassifications | Reclassifications We have reclassified certain previously reported amounts in the consolidated financial statements and notes to conform to current-period presentation. |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | In March 2020, the Financial Accounting Standards Board (FASB) issued guidance intended to provide relief to companies impacted by reference rate reform, which is the transition away from the London Interbank Offering Rate (LIBOR) as its publication is expected to cease after June 30, 2023. The amended guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective as of March 12, 2020 through December 31, 2024. We adopted the guidance on a prospective basis on the effective date, and it did not have an impact on our financial position, results of operations or disclosures at transition. We will continue to evaluate the impact on contracts modified on or before December 31, 2024. As of December 31, 2022, we expect the interest rate on our subordinated notes and the distribution rates on our 8.50% Series A, 7.625% Series B and 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units to transition from LIBOR-based rates to rates based on the Secured Overnight Financing Rate (SOFR), or a similar rate, beginning in the third quarter of 2023, in accordance with the guidance and the applicable rules and regulations governing such transition. |
DISPOSITIONS AND IMPAIRMENTS (P
DISPOSITIONS AND IMPAIRMENTS (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Fair Value Measurement, Policy | We believe that the sales price of $60.0 million provided a reasonable indication of the fair value of the Point Tupper Terminal Operations as it represented an exit price in an orderly transaction between market participants. The sales price was a quoted price for identical assets and liabilities in a market that was not active and, thus, our fair value estimate fell within Level 2 of the fair value hierarchy. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about contract assets and contract liabilities from contracts with customers: 2022 2021 2020 Contract Assets Contract Liabilities Contract Assets Contract Liabilities Contract Assets Contract Liabilities (Thousands of Dollars) Balances as of January 1: Current portion $ 2,336 $ (15,443) $ 2,694 $ (22,019) $ 2,140 $ (21,083) Noncurrent portion 504 (46,027) 932 (47,537) 1,003 (40,289) Total 2,840 (61,470) 3,626 (69,556) 3,143 (61,372) Activity: Additions 6,137 (45,200) 3,888 (41,121) 5,686 (69,830) Transfer to accounts receivable (5,978) — (3,977) — (4,828) — Transfer to revenues (83) 47,618 (697) 49,207 (375) 61,646 Total 76 2,418 (786) 8,086 483 (8,184) Balances as of December 31: Current portion 2,612 (17,647) 2,336 (15,443) 2,694 (22,019) Noncurrent portion 304 (41,405) 504 (46,027) 932 (47,537) Total $ 2,916 $ (59,052) $ 2,840 $ (61,470) $ 3,626 $ (69,556) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | The following table presents our estimated revenue from contracts with customers for remaining performance obligations that has not yet been recognized, representing our contractually committed revenue as of December 31, 2022: Remaining Performance Obligations (Thousands of Dollars) 2023 $ 352,995 2024 250,738 2025 154,585 2026 101,656 2027 34,621 Thereafter 69,346 Total $ 963,941 |
Disaggregation of Revenue [Table Text Block] | The following table disaggregates our revenues: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Pipeline segment: Crude oil pipelines $ 391,176 $ 331,485 $ 329,105 Refined products and ammonia pipelines (excluding lessor revenues) 437,015 430,753 387,793 Total pipeline segment revenues from contracts with customers 828,191 762,238 716,898 Lessor revenues — — 1,925 Total pipeline segment revenues 828,191 762,238 718,823 Storage segment: Throughput terminals 110,591 122,331 136,632 Storage terminals (excluding lessor revenues) 180,903 263,883 316,496 Total storage segment revenues from contracts with customers 291,494 386,214 453,128 Lessor revenues 43,055 41,454 41,314 Total storage segment revenues 334,549 427,668 494,442 Fuels marketing segment: Revenues from contracts with customers 520,486 428,608 268,345 Consolidation and intersegment eliminations (3) (14) (46) Total revenues $ 1,683,223 $ 1,618,500 $ 1,481,564 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Table [Table Text Block] | Inventories consisted of the following: December 31, 2022 2021 (Thousands of Dollars) Petroleum products $ 11,291 $ 12,456 Materials and supplies 4,106 4,188 Total $ 15,397 $ 16,644 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consisted of the following: Estimated Useful Lives December 31, 2022 2021 (Years) (Thousands of Dollars) Land, buildings and improvements 0 - 40 $ 362,444 $ 366,525 Pipelines, storage and terminals 15 - 40 4,936,780 4,897,041 Rights-of-way 20 - 40 365,171 353,262 Construction in progress 69,290 112,020 Total 5,733,685 5,728,848 Less accumulated depreciation and amortization (2,330,602) (2,187,206) Property, plant and equipment, net $ 3,403,083 $ 3,541,642 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class [Table Text Block] | Intangible assets consisted of the following: Weighted-Average Amortization Period December 31, 2022 December 31, 2021 Cost Accumulated Cost Accumulated (Years) (Thousands of Dollars) Customer contracts and relationships 20 $ 793,900 $ (281,618) $ 793,900 $ (237,579) Other 47 2,359 (945) 2,359 (895) Total $ 796,259 $ (282,563) $ 796,259 $ (238,474) |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The balances of and changes in the carrying amount of goodwill by segment were as follows: Pipeline Storage Total (Thousands of Dollars) Balances as of January 1, 2021: Goodwill $ 704,231 $ 287,185 $ 991,416 Accumulated impairment loss (225,000) — (225,000) Net goodwill 479,231 287,185 766,416 Activity for the year ended December 31, 2021: Goodwill impairment loss on Eastern U.S. Terminal Operations — (34,060) (34,060) Balances as of December 31, 2021 and 2022: Goodwill 704,231 253,125 957,356 Accumulated impairment loss (225,000) — (225,000) Net goodwill $ 479,231 $ 253,125 $ 732,356 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consisted of the following: December 31, 2022 2021 (Thousands of Dollars) Employee wages and benefit costs $ 40,249 $ 40,209 Revenue contract liabilities 17,647 15,443 Operating lease liabilities 5,541 10,346 Environmental costs 3,122 3,378 Other 9,513 10,442 Accrued liabilities $ 76,072 $ 79,818 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt consisted of the following: December 31, Maturity 2022 2021 (Thousands of Dollars) Receivables Financing Agreement January 31, 2025 $ 80,900 $ 83,800 Revolving Credit Agreement April 27, 2025 220,000 110,500 5.75% senior notes October 1, 2025 600,000 600,000 6.00% senior notes June 1, 2026 500,000 500,000 5.625% senior notes April 28, 2027 550,000 550,000 6.375% senior notes October 1, 2030 600,000 600,000 GoZone Bonds 2038 thru 2041 322,140 322,140 Subordinated Notes January 15, 2043 402,500 402,500 Unamortized debt issuance costs N/A (33,251) (38,315) Total long-term debt (excluding finance leases) 3,242,289 3,130,625 Finance leases (Note 15) 51,126 52,930 Long-term debt, less current portion of finance leases $ 3,293,415 $ 3,183,555 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The long-term debt repayments (excluding finance leases) as of December 31, 2022 are due as follows: Long-Term Debt Repayments (Thousands of Dollars) 2023 $ — 2024 — 2025 900,900 2026 500,000 2027 550,000 Thereafter 1,324,640 Total repayments 3,275,540 Unamortized debt issuance costs (33,251) Total long-term debt (excluding finance leases) $ 3,242,289 |
Schedule of GoZone Bonds [Table Text Block] | The following table summarizes the GoZone Bonds outstanding as of December 31, 2022: Series Date Issued Amount Interest Rate Mandatory Maturity Date (Thousands of Dollars) Series 2008 June 26, 2008 $ 55,440 6.10 % June 1, 2030 June 1, 2038 Series 2010 July 15, 2010 100,000 6.35 % n/a July 1, 2040 Series 2010A October 7, 2010 43,300 6.35 % n/a October 1, 2040 Series 2010B December 29, 2010 48,400 6.10 % June 1, 2030 December 1, 2040 Series 2011 August 9, 2011 75,000 5.85 % June 1, 2025 August 1, 2041 Total $ 322,140 |
HEALTH, SAFETY AND ENVIRONMEN_2
HEALTH, SAFETY AND ENVIRONMENTAL MATTERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Environmental Accrual Rollforward [Table Text Block] | The balance of and changes in the accruals for environmental matters were as follows: Year Ended December 31, 2022 2021 (Thousands of Dollars) Balance as of the beginning of year $ 7,748 $ 8,373 Additions to accrual 2,640 2,044 Payments (2,019) (2,669) Balance as of the end of year $ 8,369 $ 7,748 |
Environmental Accruals By Balance Sheet Location [Table Text Block] | Accruals for environmental matters are included in the consolidated balance sheets as follows: December 31, 2022 2021 (Thousands of Dollars) Accrued liabilities $ 3,122 $ 3,378 Other long-term liabilities 5,247 4,370 Accruals for environmental matters $ 8,369 $ 7,748 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Operating Leases and Purchase Obligations [Table Text Block] | Future minimum payments applicable to all noncancellable purchase obligations as of December 31, 2022 are as follows: Payments Due by Period 2023 2024 2025 2026 2027 Thereafter Total (Thousands of Dollars) Purchase obligations $ 7,643 $ 4,538 $ 2,817 $ 1,432 $ 1,443 $ 9,532 $ 27,405 |
LEASE ASSETS AND LIABILITIES (T
LEASE ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Right-of-Use Assets and Lease Liabilities | Right-of-use assets and lease liabilities included in our consolidated balance sheet were as follows: December 31, Balance Sheet Location 2022 2021 (Thousands of Dollars) Right-of-use assets: Operating Other long-term assets, net $ 62,745 $ 76,867 Finance Property, plant and equipment, net $ 68,219 $ 71,002 Lease liabilities: Operating: Current Accrued liabilities $ 5,541 $ 10,346 Noncurrent Other long-term liabilities 56,577 65,060 Total operating lease liabilities $ 62,118 $ 75,406 Finance: Current Current portion of finance leases $ 4,416 $ 3,848 Noncurrent Long-term debt, less current portion of finance leases 51,126 52,930 Total finance lease liabilities $ 55,542 $ 56,778 |
Maturity Analysis of Lease Liabilities | As of December 31, 2022, maturities of our operating and finance lease liabilities were as follows: Operating Leases Finance Leases (Thousands of Dollars) 2023 $ 7,535 $ 6,366 2024 7,309 5,887 2025 6,926 5,065 2026 6,204 4,552 2027 6,027 3,935 Thereafter 53,183 48,941 Total lease payments $ 87,184 $ 74,746 Less: Interest 25,066 19,204 Present value of lease liabilities $ 62,118 $ 55,542 |
Lease Cost | Costs incurred for leases were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Operating lease cost $ 11,777 $ 15,323 $ 16,814 Finance lease cost: Amortization of right-of-use assets $ 5,770 $ 5,251 $ 4,700 Interest expense on lease liability $ 2,023 $ 2,081 $ 2,201 Short-term lease cost $ 10,345 $ 14,198 $ 15,359 Variable lease cost $ 4,830 $ 4,939 $ 8,653 Total lease cost $ 34,745 $ 41,792 $ 47,727 |
Additional Lease Information | The table below presents additional information regarding our leases. 2022 2021 2020 Operating Finance Operating Finance Operating Finance (Thousands of Dollars, Except Term and Rate Data) For the year ended December 31: Cash outflows from operating activities $ 11,156 $ 2,019 $ 12,829 $ 2,090 $ 14,487 $ 2,208 Cash outflows from financing activities $ — $ 4,222 $ — $ 4,244 $ — $ 4,981 Right-of-use assets obtained in exchange for lease liabilities $ 10,060 $ 3,004 $ 3,278 $ 3,173 $ 20,830 $ 3,077 As of December 31: Weighted-average remaining lease term (in years) 16 16 13 18 13 19 Weighted-average discount rate 3.8 % 3.6 % 3.2 % 3.6 % 3.2 % 3.7 % |
Assets Leased to Others | The table below presents cost, accumulated depreciation and useful life information related to our storage lease assets, which are included in our “Pipeline, storage and terminals” asset class within property, plant and equipment: Estimated Useful Life December 31, 2022 2021 (Years) (Thousands of Dollars) Lease storage assets, at cost 30 $ 251,801 $ 246,841 Less accumulated depreciation (148,899) (139,200) Lease storage assets, net $ 102,902 $ 107,641 |
DERIVATIVES AND FAIR VALUE ME_2
DERIVATIVES AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) [Table Text Block] | Our forward-starting interest rate swaps had the following impact on earnings: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Change in unrealized loss on cash flow hedges $ — $ — $ (30,291) Reclassification of loss on cash flow hedges to interest expense, net $ 2,106 $ 5,664 $ 4,265 |
Fair Value and Carrying Value of Debt [Table Text Block] | The estimated fair values and carrying amounts of the long-term debt, excluding finance leases, were as follows: December 31, 2022 2021 (Thousands of Dollars) Fair value $ 3,169,664 $ 3,459,153 Carrying amount $ 3,242,289 $ 3,130,625 |
SERIES D CUMULATIVE CONVERTIB_2
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Series D Preferred Units [Table Text Block] | The following is a summary of our Series D Preferred Units issued and outstanding as of December 31, 2022: Purchase / Repurchase Price per Unit Number of Units Issued (Repurchased) June 29, 2018 (Initial Closing) $ 25.38 15,760,441 July 13, 2018 (Second Closing) $ 25.38 7,486,209 Total number of units issued 23,246,650 November 22, 2022 repurchase $ 32.73 (6,900,000) Units outstanding at December 31, 2022 16,346,650 Distribution information on our Series D Preferred Units is as follows: Distribution Period Distribution Rate per Unit Total Distribution (Thousands of Dollars) December 15, 2022 - March 14, 2023 $ 0.682 $ 11,148 September 15, 2022 - December 14, 2022 $ 0.682 $ 14,337 June 15, 2022 - September 14, 2022 $ 0.682 $ 15,854 March 15, 2022 - June 14, 2022 $ 0.682 $ 15,854 December 15, 2021 - March 14, 2022 $ 0.682 $ 15,854 |
PARTNERS' EQUITY (Tables)
PARTNERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Distribution Made to Limited Partner [Line Items] | |
Schedule of Preferred Units [Table Text Block] | Information on our 8.50% Series A, 7.625% Series B and 9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (collectively the Series A, B and C Preferred Units) issued and outstanding as of December 31, 2022 is shown below: Units Original Units Issued and Outstanding Price per Unit Fixed Distribution Rate per Unit per Annum Fixed Distribution per Annum Optional Redemption Date/Date When Distribution Rate Became Floating Floating Annual Rate (as a Percentage of the $25.00 Liquidation Preference per Unit) (Thousands of Dollars) Series A Preferred Units November 25, 2016 9,060,000 $ 25.00 $ 2.125 $ 19,252 December 15, 2021 Three-month LIBOR plus 6.766% Series B Preferred Units April 28, 2017 15,400,000 $ 25.00 $ 1.90625 $ 29,357 June 15, 2022 Three-month LIBOR plus 5.643% Series C Preferred Units November 30, 2017 6,900,000 $ 25.00 $ 2.25 $ 15,525 December 15, 2022 Three-month LIBOR plus 6.88% Distribution information on our Series A, B and C Preferred Units is as follows: Series A Preferred Units Series B Preferred Units Series C Preferred Units Distribution Period Distribution Rate per Unit Total Distribution Distribution Rate per Unit Total Distribution Distribution Rate per Unit Total Distribution (Thousands of Dollars) (Thousands of Dollars) (Thousands of Dollars) December 15, 2022 - March 14, 2023 $ 0.71889 $ 6,513 $ 0.64871 $ 9,990 $ 0.72602 $ 5,010 September 15, 2022 - December 14, 2022 $ 0.64059 $ 5,804 $ 0.57040 $ 8,784 $ 0.56250 $ 3,881 June 15, 2022 - September 14, 2022 $ 0.54808 $ 4,966 $ 0.47789 $ 7,360 $ 0.56250 $ 3,881 March 15, 2022 - June 14, 2022 $ 0.47817 $ 4,332 $ 0.47657 $ 7,339 $ 0.56250 $ 3,881 December 15, 2021 - March 14, 2022 $ 0.43606 $ 3,951 $ 0.47657 $ 7,339 $ 0.56250 $ 3,881 |
Schedule of Common Units [Table Text Block] | The following table shows the balance of and changes in the number of our common units outstanding: Year Ended December 31, 2022 2021 2020 Balance as of the beginning of year 109,986,273 109,468,127 108,527,806 Unit-based compensation (Note 22) 832,445 518,146 940,321 Balance as of the end of year 110,818,718 109,986,273 109,468,127 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The balance of and changes in the components included in AOCI were as follows: Foreign Cash Flow Hedges Pension and Total (Thousands of Dollars) Balance as of January 1, 2020 $ (43,772) $ (16,124) $ (8,000) $ (67,896) Other comprehensive income (loss) before reclassification adjustments 1,410 (30,291) (2,924) (31,805) Net gain on pension costs reclassified into other income, net — — (1,220) (1,220) Net loss on cash flow hedges reclassified into interest expense, net — 4,265 — 4,265 Other comprehensive income (loss) 1,410 (26,026) (4,144) (28,760) Balance as of December 31, 2020 (42,362) (42,150) (12,144) (96,656) Other comprehensive income before reclassification adjustments 601 — 17,721 18,322 Net gain on pension costs reclassified into other income, net — — (1,308) (1,308) Net loss on cash flow hedges reclassified into interest expense, net — 5,664 — 5,664 Other comprehensive income 601 5,664 16,413 22,678 Balance as of December 31, 2021 (41,761) (36,486) 4,269 (73,978) Other comprehensive income (loss) before reclassification adjustments 2,177 — (516) 1,661 Sale of Point Tupper Terminal Operations reclassified into net income (Note 4) 39,646 — — 39,646 Net gain on pension costs reclassified into other income, net — — (1,040) (1,040) Net loss on cash flow hedges reclassified into interest expense, net — 2,106 — 2,106 Other comprehensive income (loss) 41,823 2,106 (1,556) 42,373 Balance as of December 31, 2022 $ 62 $ (34,380) $ 2,713 $ (31,605) |
Common Limited Partner [Member] | |
Distribution Made to Limited Partner [Line Items] | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | The following table summarizes information about cash distributions to our common limited partners applicable to the period in which the distributions were earned: Cash Distributions Per Unit Total Cash Distributions Record Date Payment Date (Thousands of Dollars) Quarter ended: December 31, 2022 $ 0.40 $ 44,328 February 8, 2023 February 14, 2023 September 30, 2022 0.40 44,125 November 7, 2022 November 14, 2022 June 30, 2022 0.40 44,128 August 8, 2022 August 12, 2022 March 31, 2022 0.40 44,165 May 9, 2022 May 13, 2022 Year ended December 31, 2022 $ 1.60 $ 176,746 Year ended December 31, 2021 $ 1.60 $ 175,470 Year ended December 31, 2020 $ 1.60 $ 174,873 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON UNIT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Per Unit [Table Text Block] | The following table details the calculation of basic and diluted net income (loss) per common unit: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars, Except Unit and Per Unit Data) Net income (loss) $ 222,747 $ 38,225 $ (198,983) Distributions to preferred limited partners (127,589) (127,399) (124,882) Distributions to common limited partners (176,746) (175,470) (174,873) Distribution equivalent rights to restricted units (2,534) (2,396) (2,093) Distributions in excess of income (loss) $ (84,122) $ (267,040) $ (500,831) Distributions to common limited partners $ 176,746 $ 175,470 $ 174,873 Allocation of distributions in excess of income (loss) (84,122) (267,040) (500,831) Series D Preferred Unit accretion (Note 17) (18,538) (16,903) (17,626) Series D Preferred Unit repurchase (Note 17) (34,382) — — Net income (loss) attributable to common units $ 39,704 $ (108,473) $ (343,584) Basic and diluted weighted-average common units outstanding 110,341,206 109,585,635 109,155,117 Basic and diluted net income (loss) per common unit $ 0.36 $ (0.99) $ (3.15) |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Changes in Current Assets and Liabilities [Table Text Block] | Changes in current assets and current liabilities were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Decrease (increase) in current assets: Accounts receivable $ (6,762) $ (2,105) $ 14,589 Inventories 836 (5,585) 1,340 Prepaid and other current assets 768 (1,710) (3,326) Increase (decrease) in current liabilities: Accounts payable (2,960) 10,202 (25,455) Accrued interest payable 3,468 (16,708) 12,922 Accrued liabilities 9,018 4,448 7,886 Taxes other than income tax (3,631) (2,689) 3,972 Changes in current assets and current liabilities $ 737 $ (14,147) $ 11,928 |
Schedule of Supplemental Cash Flow Information [Table Text Block] | Cash flows related to interest and income taxes were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Cash paid for interest, net of amount capitalized $ 195,697 $ 218,181 $ 204,511 Cash paid for income taxes, net of tax refunds received $ 4,368 $ 5,491 $ 3,260 |
Schedule of Cash and Cash Equivalents [Table Text Block] | Restricted cash is included in "Other long-term assets, net" on the consolidated balance sheets. “Cash, cash equivalents and restricted cash” on the consolidated statements of cash flows was included in the consolidated balance sheets as follows: December 31, 2022 2021 (Thousands of Dollars) Cash and cash equivalents $ 14,489 $ 5,637 Other long-term assets, net 8,888 8,802 Cash, cash equivalents and restricted cash $ 23,377 $ 14,439 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Disclosures for Pension Plans and Other Postretirement Benefit Plans [Table Text Block] | The changes in the benefit obligation, the changes in fair value of plan assets, the funded status and the amounts recognized in the consolidated balance sheets for our Pension Plans and other postretirement benefit plans as of and for the years ended December 31, 2022 and 2021 were as follows: Pension Plans Other Postretirement 2022 2021 2022 2021 (Thousands of Dollars) Change in benefit obligation: Benefit obligation, January 1 $ 179,907 $ 186,685 $ 16,270 $ 14,680 Service cost 9,752 9,978 605 593 Interest cost 4,619 4,084 423 326 Benefits paid (a) (15,949) (19,366) (603) (257) Participant contributions — — 66 44 Actuarial (gain) loss (34,221) (694) (4,778) 884 Other 203 (780) — — Benefit obligation, December 31 $ 144,311 $ 179,907 $ 11,983 $ 16,270 Change in plan assets: Plan assets at fair value, January 1 $ 189,838 $ 182,727 $ — $ — Actual return on plan assets (30,405) 26,425 — — Employer contributions 5,012 52 537 213 Benefits paid (a) (15,949) (19,366) (603) (257) Participant contributions — — 66 44 Plan assets at fair value, December 31 $ 148,496 $ 189,838 $ — $ — Reconciliation of funded status: Fair value of plan assets at December 31 $ 148,496 $ 189,838 $ — $ — Less: Benefit obligation at December 31 144,311 179,907 11,983 16,270 Funded status at December 31 $ 4,185 $ 9,931 $ (11,983) $ (16,270) Amounts recognized in the consolidated balance sheets (b): Other long-term assets, net $ 9,130 $ 14,945 $ — $ — Accrued liabilities (552) (467) (507) (442) Other long-term liabilities (4,393) (4,547) (11,476) (15,828) Net pension asset (liability) $ 4,185 $ 9,931 $ (11,983) $ (16,270) Accumulated benefit obligation $ 141,517 $ 171,899 $ 11,983 $ 16,270 (a) Benefit payments for the years ended December 31, 2022 and 2021 include lump-sum payments of $2.9 million and $9.6 million, respectively, to participants of the Pension Plans following the Eastern U.S. Terminals Disposition and the Texas City Sale, as discussed in Note 4. (b) For the Pension Plan, since assets exceed the present value of expected benefit payments for the next 12 months, all of the asset is noncurrent. For the Excess Pension Plan and the other postretirement benefit plans, since there are no assets, the current liability is the present value of expected benefit payments for the next 12 months; the remainder is noncurrent. |
Components of Net Periodic Benefit Cost (Income) [Table Text Block] | The components of net periodic benefit cost (income) related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement Benefit Plans Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 (Thousands of Dollars) Service cost $ 9,752 $ 9,978 $ 9,174 $ 605 $ 593 $ 529 Interest cost 4,619 4,084 4,693 423 326 399 Expected return on plan assets (9,087) (9,233) (8,972) — — — Amortization of prior service credit (1,876) (2,057) (2,057) (1,145) (1,145) (1,145) Amortization of net actuarial loss 1,129 2,279 1,845 209 176 137 Other 846 (561) 136 — — — Net periodic benefit cost (income) $ 5,383 $ 4,490 $ 4,819 $ 92 $ (50) $ (80) |
Adjustments Recognized in Other Comprehensive (Loss) Income [Table Text Block] | Adjustments to other comprehensive (loss) income related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement Benefit Plans Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 (Thousands of Dollars) Net unrecognized (loss) gain arising during the year: Net actuarial (loss) gain $ (5,271) $ 18,666 $ (2,159) $ 4,779 $ (884) $ (793) Net (gain) loss reclassified into income: Amortization of prior service credit (1,876) (2,057) (2,057) (1,145) (1,145) (1,145) Amortization of net actuarial loss 1,129 2,279 1,845 209 176 137 Other 643 (561) — — — — Net gain reclassified into income (104) (339) (212) (936) (969) (1,008) Income tax (expense) benefit (24) (61) 28 — — — Total changes to other comprehensive (loss) income $ (5,399) $ 18,266 $ (2,343) $ 3,843 $ (1,853) $ (1,801) |
Amounts Recorded as a Component of Accumulated Other Comprehensive (Loss) Income [Table Text Block] | The amounts recorded as a component of “Accumulated other comprehensive loss” on the consolidated balance sheets related to our Pension Plans and other postretirement benefit plans were as follows: Pension Plans Other Postretirement December 31, December 31, 2022 2021 2022 2021 (Thousands of Dollars) Unrecognized actuarial (loss) gain $ (7,247) $ (3,748) $ 434 $ (4,554) Prior service credit 5,754 7,630 3,739 4,884 Deferred tax 33 57 — — Accumulated other comprehensive (loss) income, net of tax $ (1,460) $ 3,939 $ 4,173 $ 330 |
Major Classes of Plan Assets Measured at Fair Value [Table Text Block] | The major classes of plan assets measured at fair value for the Pension Plan were as follows: December 31, 2022 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Cash equivalent securities $ 789 $ — $ — $ 789 Equity securities: U.S. large cap equity fund (a) — 81,754 — 81,754 International stock index fund (b) 14,836 — — 14,836 Fixed income securities: Bond market index fund (c) 51,117 — — 51,117 Total $ 66,742 $ 81,754 $ — $ 148,496 December 31, 2021 Level 1 Level 2 Level 3 Total (Thousands of Dollars) Cash equivalent securities $ 710 $ — $ — $ 710 Equity securities: U.S. large cap equity fund (a) — 110,672 — 110,672 International stock index fund (b) 17,708 — — 17,708 Fixed income securities: Bond market index fund (c) 60,748 — — 60,748 Total $ 79,166 $ 110,672 $ — $ 189,838 (a) This fund is a low-cost equity index fund not actively managed that tracks the S&P 500. Fair values were estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. (b) This fund tracks the performance of the Total International Composite Index. (c) This fund tracks the performance of the Barclays Capital U.S. Aggregate Bond Index. |
Estimated Future Benefit Payments [Table Text Block] | The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for the years ending December 31: Pension Plans Other Postretirement Benefit Plans (Thousands of Dollars) 2023 $ 11,134 $ 507 2024 $ 10,228 $ 536 2025 $ 11,689 $ 582 2026 $ 11,775 $ 633 2027 $ 11,707 $ 680 2028-2032 $ 67,371 $ 4,102 |
Weighted-Average Assumptions Used [Table Text Block] | The weighted-average assumptions used to determine the benefit obligations were as follows: Pension Plans Other Postretirement Benefit Plans December 31, December 31, 2022 2021 2022 2021 Discount rate 5.26 % 3.10 % 5.25 % 3.08 % Rate of compensation increase 3.99 % 3.99 % n/a n/a Cash balance interest crediting rate 3.76 % 2.00 % n/a n/a The weighted-average assumptions used to determine the net periodic benefit cost (income) were as follows: Pension Plans Other Postretirement Benefit Plans Year Ended December 31, Year Ended December 31, 2022 2021 2020 2022 2021 2020 Discount rate 3.10 % 2.84 % 3.34 % 3.08 % 2.83 % 3.43 % Expected long-term rate of return on plan assets 6.00 % 6.00 % 6.50 % n/a n/a n/a Rate of compensation increase 3.99 % 3.51 % 3.51 % n/a n/a n/a Cash balance interest crediting rate 2.00 % 2.00 % 2.00 % n/a n/a n/a |
Health Care Cost Trend Rates [Table Text Block] | The assumed health care cost trend rates were as follows: December 31, 2022 2021 Health care cost trend rate assumed for next year 7.00 % 6.84 % Rate to which the cost trend rate was assumed to decrease (the ultimate trend rate) 5.00 % 5.00 % Year that the rate reaches the ultimate trend rate 2032 2028 |
UNIT-BASED COMPENSATION (Tables
UNIT-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of long-term incentive plan compensation expense | The following table summarizes information pertaining to all of our long-term incentive plans: Units Outstanding Compensation Expense 2022 2021 2020 2022 2021 2020 (Thousands of Dollars) Restricted units: Domestic employees 2,859,189 2,520,436 2,235,125 $ 12,759 $ 11,892 $ 10,205 Non-employee directors (NEDs) 133,604 129,312 98,769 1,021 856 631 International employees — 21,760 19,987 (20) 139 58 Performance awards — 33,695 87,122 2,442 3,047 1,291 Unit awards — — — — 4,645 — Total 2,992,793 2,705,203 2,441,003 $ 16,202 $ 20,579 $ 12,185 |
Restricted unit award activity | A summary of our equity-classified restricted unit awards is as follows: Measured at Grant Date Fair Value Number of Units Weighted-Average Fair Value Per Unit Nonvested units as of January 1, 2020 1,284,492 $ 27.48 Granted 1,454,998 12.10 Vested (374,847) 28.47 Forfeited (30,749) 26.75 Nonvested units as of December 31, 2020 2,333,894 17.70 Granted 1,049,081 16.28 Vested (630,888) 20.07 Forfeited (102,339) 14.28 Nonvested units as of December 31, 2021 2,649,748 16.57 Granted 1,206,824 16.09 Vested (738,701) 17.79 Forfeited (125,078) 16.23 Nonvested units as of December 31, 2022 2,992,793 16.08 |
Performance Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of long-term incentive plan compensation expense | A summary of our performance awards is shown below: Performance Unit Awards Granted for Accounting Purposes Performance Cash Awards Total Performance Performance Unit Awards Weighted-Average Grant Date Fair Value per Unit (Thousands of Dollars) Outstanding as of January 1, 2020 $ — 161,561 74,439 $ 28.01 Granted 2,167 — 57,448 13.21 Performance adjustment (a) — 72,951 72,951 28.01 Vested — (147,390) (147,390) 28.01 Outstanding as of December 31, 2020 2,167 87,122 57,448 13.21 Granted 2,254 4,021 33,695 15.79 Vested (b) (672) (53,427) (53,427) 13.21 Forfeitures (51) (4,021) (4,021) 13.21 Outstanding as of December 31, 2021 3,698 33,695 33,695 15.79 Granted 2,954 — — — Performance adjustment (a) — 14,839 14,839 15.79 Vested (b) (1,507) (48,534) (48,534) 15.79 Outstanding as of December 31, 2022 $ 5,145 — — — (a) For the year ended December 31, 2020, common units granted and issued upon vesting resulted from performance units earned at 198% of the 2019 target. For the year ended December 31, 2022, common units granted and issued upon vesting resulted from performance units earned at 150% of the 2021 target. (b) For the years ended December 31, 2022 and 2021, we settled performance cash awards with 137,931 and 43,733 common units, respectively, and issued 84,778 and 26,704 common units, net of employee tax withholding requirements, respectively. |
Share-based Payment Arrangement [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of long-term incentive plan compensation expense | A summary of our unit awards is shown below: Date of Grant Grant Date Fair Value Unit Awards Granted Common Units Issued, Net of Employee Withholding Tax (Thousands of Dollars) February 2022 $ 4,645 280,685 186,190 February and March 2020 $ 22,941 834,224 571,735 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Components of income tax expense related to certain of our operations conducted through separate taxable wholly owned corporate subsidiaries were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Current: U.S. $ 3,558 $ 3,755 $ 36 Foreign 272 221 2,415 Foreign withholding tax 355 1,281 — Total current 4,185 5,257 2,451 Deferred: U.S. 341 (93) 300 Foreign (1,287) (531) (621) Foreign withholding tax — (745) 533 Total deferred (946) (1,369) 212 Income tax expense $ 3,239 $ 3,888 $ 2,663 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows: December 31, 2022 2021 (Thousands of Dollars) Deferred income tax assets: Net operating losses $ 17,710 $ 20,005 Capital loss 3,714 3,735 Other 793 625 Total deferred income tax assets 22,217 24,365 Less: Valuation allowance (21,573) (23,718) Net deferred income tax assets 644 647 Deferred income tax liabilities: Property, plant and equipment (3,534) (11,884) Foreign withholding tax (286) (272) Other (43) (322) Total deferred income tax liabilities (3,863) (12,478) Net deferred income tax liability $ (3,219) $ (11,831) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Results of operations for the reportable segments were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Revenues: Pipeline $ 828,191 $ 762,238 $ 718,823 Storage 334,549 427,668 494,442 Fuels marketing 520,486 428,608 268,345 Consolidation and intersegment eliminations (3) (14) (46) Total revenues $ 1,683,223 $ 1,618,500 $ 1,481,564 Depreciation and amortization expense: Pipeline $ 178,802 $ 179,088 $ 177,384 Storage 73,076 87,500 99,092 Total segment depreciation and amortization expense 251,878 266,588 276,476 Other depreciation and amortization expense 7,358 7,792 8,625 Total depreciation and amortization expense $ 259,236 $ 274,380 $ 285,101 Operating income: Pipeline $ 438,670 $ 321,472 $ 118,429 Storage 61,081 24,800 189,781 Fuels marketing 33,536 11,181 12,233 Total segment operating income 533,287 357,453 320,443 General and administrative expenses 117,116 113,207 102,716 Other depreciation and amortization expense 7,358 7,792 8,625 Total operating income $ 408,813 $ 236,454 $ 209,102 |
Schedule of Revenue from External Customers by Geographic Areas [Table Text Block] | Revenues by geographic area are shown in the table below: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) United States $ 1,667,672 $ 1,582,672 $ 1,441,892 Foreign 15,551 35,828 39,672 Consolidated revenues $ 1,683,223 $ 1,618,500 $ 1,481,564 |
Schedule of Long-lived Assets by Geographic Areas [Table Text Block] | Total amounts of property, plant and equipment, net by geographic area were as follows: December 31, 2022 2021 (Thousands of Dollars) United States $ 3,359,427 $ 3,428,441 Foreign 43,656 113,201 Consolidated property, plant and equipment, net $ 3,403,083 $ 3,541,642 |
Schedule of Segment Reporting Information Assets By Segment [Table Text Block] | Total assets by reportable segment were as follows: December 31, 2022 2021 (Thousands of Dollars) Pipeline $ 3,360,685 $ 3,441,272 Storage 1,438,609 1,537,037 Fuels marketing 37,763 41,562 Total segment assets 4,837,057 5,019,871 Other partnership assets 136,629 136,461 Total consolidated assets $ 4,973,686 $ 5,156,332 |
Schedule of Capital Expenditures, by Segment [Table Text Block] | Capital expenditures by reportable segment were as follows: Year Ended December 31, 2022 2021 2020 (Thousands of Dollars) Pipeline $ 90,430 $ 67,340 $ 122,512 Storage 47,222 112,043 71,788 Other partnership assets 2,978 1,750 3,779 Total capital expenditures $ 140,630 $ 181,133 $ 198,079 |
ORGANIZATION AND OPERATIONS Nar
ORGANIZATION AND OPERATIONS Narrative 1 - Operations (Details) bbl in Millions | 12 Months Ended |
Dec. 31, 2022 mi bbl | |
Segment Information | |
Number of business segments | 3 |
Pipeline Segment | Central West Refined Products Pipelines | |
Segment Information | |
Pipeline length, in miles | 2,920 |
Pipeline Segment | Crude Oil Pipelines | |
Segment Information | |
Pipeline length, in miles | 2,050 |
Storage capacity, in barrels | bbl | 5.6 |
Pipeline Segment | East and North Pipelines | |
Segment Information | |
Pipeline length, in miles | 2,495 |
Storage capacity, in barrels | bbl | 7.4 |
Pipeline Segment | Ammonia Pipeline | |
Segment Information | |
Pipeline length, in miles | 2,000 |
Storage Segment | |
Segment Information | |
Storage capacity, in barrels | bbl | 36.4 |
ORGANIZATION AND OPERATIONS N_2
ORGANIZATION AND OPERATIONS Narrative 2 - Series D Preferred Units (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Nov. 22, 2022 USD ($) $ / shares shares | Nov. 16, 2022 USD ($) | Dec. 14, 2022 USD ($) | Sep. 14, 2022 USD ($) | Jun. 14, 2022 USD ($) | Mar. 14, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Revolving Credit Agreement [Member] | Unsecured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||||
Series D Preferred Limited Partner [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Units repurchased during period, units | shares | 6,900,000 | ||||||||
Preferred stock, repurchase price per unit | $ / shares | 32.73 | ||||||||
Units repurchased during period, aggregate purchase price, including accrued distributions | $ 225,800 | ||||||||
Distributions to partners | $ 14,337 | $ 15,854 | $ 15,854 | $ 15,854 | $ 61,063 | $ 63,417 | $ 60,748 | ||
Series D Preferred Limited Partner [Member] | Preferred Stock Repurchased November 22, 2022 | |||||||||
Class of Stock [Line Items] | |||||||||
Distributions to partners | $ 3,400 |
ORGANIZATION AND OPERATIONS N_3
ORGANIZATION AND OPERATIONS Narrative 3 - Point Tupper Terminal Sale Agreement (Details) - USD ($) $ in Thousands | Apr. 29, 2022 | Oct. 08, 2021 | Dec. 07, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Proceeds from sale of business | $ 60,000 | $ 250,000 | $ 106,000 |
ORGANIZATION AND OPERATIONS N_4
ORGANIZATION AND OPERATIONS Narrative 4 - Debt Amendments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revolving Credit Agreement [Member] | Unsecured Debt | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 1,000 |
Receivables Financing Agreement | Secured Debt | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 100 |
ORGANIZATION AND OPERATIONS N_5
ORGANIZATION AND OPERATIONS Narrative 5 - Selby Terminal Fire (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 15, 2019 | |
Unusual or Infrequent Item, or Both [Line Items] | |||||
Number of storage tanks destroyed in Selby terminal fire | 2 | ||||
Insurance proceeds | $ 11,100 | $ 28,500 | $ 35,000 | ||
(Gain) loss, property damage | 16,366 | 14,860 | 0 | ||
Subsequent Event [Member] | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Insurance proceeds | $ 12,400 | ||||
Other Income (Expense), Net [Member] | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
(Gain) loss, property damage | $ 16,400 | 14,900 | |||
Business Interruption Loss from Selby, California Fire [Member] | Operating Expense [Member] | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Insurance proceeds | $ 4,000 | $ 6,700 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Oct. 01, 2022 USD ($) | Oct. 01, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Restricted cash | $ 8,900 | $ 8,800 | |||
Restricted cash, location on consolidated balance sheet [Extensible Enumeration] | Other long-term assets, net | ||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | 34,060 | $ 225,000 |
Unrecognized tax benefits | $ 0 | $ 0 | |||
Payment terms | 30 | ||||
Minimum [Member] | |||||
Tax years subject to examination | 2017 | ||||
Maximum [Member] | |||||
Tax years subject to examination | 2021 |
NEW ACCOUNTING PRONOUNCEMENTS N
NEW ACCOUNTING PRONOUNCEMENTS Narrative (Details) - London Interbank Offered Rate (LIBOR) | 12 Months Ended |
Dec. 31, 2022 | |
November 25, 2016 - December 14, 2021 | Series A Preferred Limited Partner [Member] | |
Class of Stock [Line Items] | |
Preferred units distribution percentage | 8.50% |
April 28, 2017 - June 14, 2022 | Series B Preferred Limited Partner [Member] | |
Class of Stock [Line Items] | |
Preferred units distribution percentage | 7.625% |
November 30, 2017 - December 14, 2022 | Series C Preferred Limited Partner [Member] | |
Class of Stock [Line Items] | |
Preferred units distribution percentage | 9% |
DISPOSITIONS AND IMPAIRMENTS Na
DISPOSITIONS AND IMPAIRMENTS Narrative 1 - Point Tupper Terminal Disposition (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Apr. 29, 2022 USD ($) bbl | Oct. 08, 2021 USD ($) bbl | Dec. 07, 2020 USD ($) bbl | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Information | ||||||||
Proceeds from sale of business | $ 60,000 | $ 250,000 | $ 106,000 | |||||
Storage capacity sold (barrels) | bbl | 3,000,000 | |||||||
Foreign currency translation losses | $ 42,200 | |||||||
Other impairment losses | $ 46,122 | $ 154,908 | $ 0 | |||||
Foreign currency translation losses released | $ (39,600) | |||||||
Gain on sale | $ 1,600 | |||||||
Gain on sale, location on consolidated statement of comprehensive income (loss) [Extensible Enumeration] | Other income (expense), net | |||||||
Other Impairment Losses [Member] | ||||||||
Segment Information | ||||||||
Other impairment losses | $ 46,100 | |||||||
Storage Segment | ||||||||
Segment Information | ||||||||
Storage capacity sold (barrels) | bbl | 7,800,000 | 14,800,000 |
DISPOSITIONS AND IMPAIRMENTS _2
DISPOSITIONS AND IMPAIRMENTS Narrative 2 - Eastern U.S. Terminals Disposition (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 01, 2022 USD ($) | Apr. 29, 2022 USD ($) bbl | Oct. 08, 2021 USD ($) numberOfTerminals bbl | Oct. 01, 2021 USD ($) | Dec. 07, 2020 USD ($) bbl | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 01, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of terminals sold | 9 | 2 | ||||||||
Proceeds from sale of business | $ 60,000 | $ 250,000 | $ 106,000 | |||||||
Storage capacity sold (barrels) | bbl | 3,000,000 | |||||||||
Goodwill | $ 732,356 | $ 732,356 | $ 766,416 | |||||||
Goodwill impairment loss | $ 0 | $ 0 | 0 | 34,060 | 225,000 | |||||
FLORIDA | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of terminals sold | numberOfTerminals | 1 | |||||||||
Storage Segment | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Storage capacity sold (barrels) | bbl | 7,800,000 | 14,800,000 | ||||||||
Goodwill | $ 253,125 | 253,125 | $ 287,185 | |||||||
Goodwill impairment loss | $ 34,060 | |||||||||
Eastern Terminal Operations | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Goodwill | $ 0 | $ 34,100 | ||||||||
Goodwill Impairment Loss | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Goodwill impairment loss | 34,100 | |||||||||
Other Impairment Losses [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Asset impairment losses | 95,700 | |||||||||
Other Impairment Losses [Member] | Intangible Assets | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Asset impairment losses | $ 23,900 |
DISPOSITIONS AND IMPAIRMENTS _3
DISPOSITIONS AND IMPAIRMENTS Narrative 3 - Houston Pipeline Impairment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 USD ($) | Dec. 31, 2021 | |
Segment Information | ||
Long-lived asset impairment, location on consolidated statement of income [Extensible Enumeration] | Other impairment losses | |
Southern section of Houston Pipeline | Pipeline Segment | ||
Segment Information | ||
Property, plant and equipment, net | $ 0 | |
Southern section of Houston Pipeline | Pipeline Segment | Other Impairment Losses [Member] | ||
Segment Information | ||
Long-lived asset impairment charge | $ 59,200 | |
Houston Pipeline | ||
Segment Information | ||
Number of distinct assets | 2 | |
Northern section of Houston Pipeline | Pipeline Segment | ||
Segment Information | ||
Long-lived asset impairment charge | $ 0 |
DISPOSITIONS AND IMPAIRMENTS -
DISPOSITIONS AND IMPAIRMENTS - Narrative 4 - Sale of Texas City Terminals (Details) $ in Thousands | 12 Months Ended | |||
Apr. 29, 2022 USD ($) | Oct. 08, 2021 USD ($) numberOfTerminals | Dec. 07, 2020 USD ($) bbl | Dec. 31, 2020 USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Number of terminals sold | 9 | 2 | ||
Proceeds from sale of business | $ 60,000 | $ 250,000 | $ 106,000 | |
Storage capacity sold (barrels) | bbl | 3,000,000 | |||
Loss on sale | $ (34,700) |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS Table 1 - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract assets | ||||
Total | $ 2,916 | $ 2,840 | $ 3,626 | $ 3,143 |
Additions | 6,137 | 3,888 | 5,686 | |
Transfer to accounts receivable | (5,978) | (3,977) | (4,828) | |
Transfer to revenues, contract assets | (83) | (697) | (375) | |
Total activity | 76 | (786) | 483 | |
Contract liabilities | ||||
Current portion | (17,647) | (15,443) | ||
Total | (59,052) | (61,470) | (69,556) | (61,372) |
Additions | (45,200) | (41,121) | (69,830) | |
Transfer to revenues, contract liabilities | 47,618 | 49,207 | 61,646 | |
Total activity | 2,418 | 8,086 | (8,184) | |
Prepaid and other current assets | ||||
Contract assets | ||||
Current portion | 2,612 | 2,336 | 2,694 | 2,140 |
Accrued liabilities | ||||
Contract liabilities | ||||
Current portion | (17,647) | (15,443) | (22,019) | (21,083) |
Other long-term assets, net | ||||
Contract assets | ||||
Noncurrent portion | 304 | 504 | 932 | 1,003 |
Other long-term liabilities | ||||
Contract liabilities | ||||
Noncurrent portion | $ (41,405) | $ (46,027) | $ (47,537) | $ (40,289) |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS Table 2 - Expected Timing of Satisfaction of Performance Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 963,941 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 963,941 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 352,995 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 352,995 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 250,738 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 250,738 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 154,585 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 154,585 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 101,656 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 101,656 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 34,621 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, amount | $ 34,621 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 69,346 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Revenue, remaining performance obligation, amount | $ 69,346 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS Table 3 - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intersegment Eliminations [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ (3) | $ (14) | $ (46) |
Pipeline Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from contracts with customer | 828,191 | 762,238 | 716,898 |
Lessor revenues | 0 | 0 | 1,925 |
Revenues | 828,191 | 762,238 | 718,823 |
Pipeline Segment | Crude Oil Pipelines | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from contracts with customer | 391,176 | 331,485 | 329,105 |
Pipeline Segment | Refined Products and Ammonia Pipelines [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from contracts with customer | 437,015 | 430,753 | 387,793 |
Storage Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from contracts with customer | 291,494 | 386,214 | 453,128 |
Lessor revenues | 43,055 | 41,454 | 41,314 |
Revenues | 334,549 | 427,668 | 494,442 |
Storage Segment | Throughput Terminal [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from contracts with customer | 110,591 | 122,331 | 136,632 |
Storage Segment | Storage Terminal [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from contracts with customer | 180,903 | 263,883 | 316,496 |
Fuels Marketing Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues from contracts with customer | 520,486 | 428,608 | 268,345 |
Operating Segments Net of Intersegment Eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,683,223 | $ 1,618,500 | $ 1,481,564 |
ALLOWANCE FOR CREDIT LOSSES (De
ALLOWANCE FOR CREDIT LOSSES (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Credit Loss [Abstract] | ||||
Allowance for credit losses | $ 400 | $ 0 | $ 0 | |
Settlement received for credit loss previously written off | $ 1,700 |
INVENTORIES Table - Inventories
INVENTORIES Table - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Petroleum products | $ 11,291 | $ 12,456 |
Materials and supplies | 4,106 | 4,188 |
Total | $ 15,397 | $ 16,644 |
PROPERTY, PLANT AND EQUIPMENT T
PROPERTY, PLANT AND EQUIPMENT Table - Property, Plant and Equipment, at Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 5,733,685 | $ 5,728,848 |
Less accumulated depreciation and amortization | (2,330,602) | (2,187,206) |
Property, plant and equipment, net | 3,403,083 | 3,541,642 |
Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 362,444 | 366,525 |
Pipelines, storage and terminals | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 4,936,780 | 4,897,041 |
Rights-of-way | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 365,171 | 353,262 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 69,290 | $ 112,020 |
Minimum [Member] | Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 0 years | |
Minimum [Member] | Pipelines, storage and terminals | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 15 years | |
Minimum [Member] | Rights-of-way | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 20 years | |
Maximum [Member] | Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 40 years | |
Maximum [Member] | Pipelines, storage and terminals | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 40 years | |
Maximum [Member] | Rights-of-way | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 40 years |
PROPERTY, PLANT AND EQUIPMENT N
PROPERTY, PLANT AND EQUIPMENT Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Capitalized interest costs | $ 3.9 | $ 3.9 | $ 4.9 |
Depreciation and amortization expense for property, plant and equipment, including amortization of finance leases | $ 215 | $ 225.7 | $ 233.5 |
INTANGIBLE ASSETS Table - Intan
INTANGIBLE ASSETS Table - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Line Items] | ||
Cost | $ 796,259 | $ 796,259 |
Accumulated Amortization | $ (282,563) | (238,474) |
Customer contracts and relationships | ||
Intangible Assets [Line Items] | ||
Weighted-average amortization period | 20 years | |
Cost | $ 793,900 | 793,900 |
Accumulated Amortization | $ (281,618) | (237,579) |
Other | ||
Intangible Assets [Line Items] | ||
Weighted-average amortization period | 47 years | |
Cost | $ 2,359 | 2,359 |
Accumulated Amortization | $ (945) | $ (895) |
INTANGIBLE ASSETS Narrative (De
INTANGIBLE ASSETS Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization expense | $ 44,100 | $ 48,500 | $ 51,400 |
2023 | 38,000 | ||
2024 | 38,000 | ||
2025 | 38,000 | ||
2026 | 38,000 | ||
2027 | $ 35,000 |
GOODWILL Table - Balances of an
GOODWILL Table - Balances of and Changes in the Carrying Amount of Goodwill by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Oct. 01, 2022 | Oct. 01, 2021 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||||
Goodwill | $ 732,356 | $ 732,356 | $ 766,416 | |||
Goodwill impairment loss | $ 0 | $ 0 | 0 | (34,060) | (225,000) | |
Goodwill, gross | 957,356 | 957,356 | 991,416 | |||
Goodwill, accumulated impairment loss | (225,000) | (225,000) | (225,000) | |||
Pipeline Segment | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill | 479,231 | 479,231 | 479,231 | |||
Goodwill impairment loss | 0 | |||||
Goodwill, gross | 704,231 | 704,231 | 704,231 | |||
Goodwill, accumulated impairment loss | (225,000) | (225,000) | (225,000) | |||
Pipeline Segment | Crude Oil Pipelines | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill impairment loss | $ (225,000) | |||||
Storage Segment | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill | 253,125 | 253,125 | 287,185 | |||
Goodwill impairment loss | (34,060) | |||||
Goodwill, gross | 253,125 | 253,125 | 287,185 | |||
Goodwill, accumulated impairment loss | $ 0 | $ 0 | $ 0 |
GOODWILL Narrative (Details)
GOODWILL Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Oct. 01, 2022 | Oct. 01, 2021 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | $ 34,060 | $ 225,000 | |
Pipeline Segment | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment loss | 0 | |||||
Storage Segment | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment loss | $ 34,060 | |||||
Crude Oil Pipelines | Pipeline Segment | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment loss | $ 225,000 |
ACCRUED LIABILITIES Table - Acc
ACCRUED LIABILITIES Table - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Employee wages and benefit costs | $ 40,249 | $ 40,209 |
Revenue contract liabilities | 17,647 | 15,443 |
Operating lease liabilities | 5,541 | 10,346 |
Environmental costs | 3,122 | 3,378 |
Other | 9,513 | 10,442 |
Accrued liabilities | $ 76,072 | $ 79,818 |
DEBT Narrative 1 - Short-Term D
DEBT Narrative 1 - Short-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Current portion of finance leases | $ 4,416 | $ 3,848 |
DEBT Table 1 - Long-Term Debt (
DEBT Table 1 - Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 14, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs | $ (33,251) | $ (38,315) | ||
Total long-term debt (excluding finance leases) | 3,242,289 | 3,130,625 | ||
Finance leases (Note 15) | 51,126 | 52,930 | ||
Long-term debt, less current portion | 3,293,415 | 3,183,555 | ||
Receivables Financing Agreement | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 80,900 | 83,800 | ||
Revolving Credit Agreement [Member] | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 220,000 | 110,500 | ||
5.75% senior notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, rate | 5.75% | 5.75% | ||
Long-term debt | $ 600,000 | 600,000 | $ 600,000 | |
6.00% senior notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, rate | 6% | |||
Long-term debt | $ 500,000 | 500,000 | ||
5.625% senior notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, rate | 5.625% | |||
Long-term debt | $ 550,000 | 550,000 | ||
6.375% senior notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, rate | 6.375% | 6.375% | ||
Long-term debt | $ 600,000 | 600,000 | $ 600,000 | |
Subordinated Notes | Subordinated Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, rate | 10.80% | |||
Long-term debt | $ 402,500 | 402,500 | ||
Gulf Opportunity Zone revenue bonds | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 322,140 | $ 322,140 | $ 365,400 |
DEBT Table 2 - Long-Term Debt R
DEBT Table 2 - Long-Term Debt Repayments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | $ 0 | |
2024 | 0 | |
2025 | 900,900 | |
2026 | 500,000 | |
2027 | 550,000 | |
Thereafter | 1,324,640 | |
Total repayments | 3,275,540 | |
Net fair value adjustments, unamortized discounts and unamortized debt issuance costs | (33,251) | $ (38,315) |
Total long-term debt (excluding finance leases) | $ 3,242,289 | $ 3,130,625 |
DEBT Narrative 2 - Interest and
DEBT Narrative 2 - Interest and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Interest payments | $ 197.3 | $ 220 | $ 207.2 |
Amortization of debt issuance costs and debt discount | $ 8.2 | $ 7.9 | $ 11.4 |
DEBT Narrative 3 - Revolving Cr
DEBT Narrative 3 - Revolving Credit Agreement (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 27, 2022 USD ($) | Aug. 31, 2020 | Dec. 31, 2022 USD ($) | Jan. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Consolidated debt coverage ratio increase permitted with minimum acquisition | 0.50 | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum consolidated debt coverage ratio (as defined in the Revolving Credit Agreement) | 5 | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Minimum consolidated interest coverage ratio (as defined in the Revolving Credit Agreement) | 1.75 | ||||
Minimum [Member] | Pro Forma [Member] | |||||
Debt Instrument [Line Items] | |||||
Minimum consideration for an acquisition to permit debt coverage ratio increase | $ 50,000 | ||||
Revolving Credit Agreement [Member] | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000 | ||||
Current remaining borrowing capacity | 775,300 | ||||
Long-term debt | 220,000 | $ 110,500 | |||
Letters of credit outstanding, amount | $ 4,700 | ||||
Increase in interest rate | 0.25% | ||||
Line of credit facility, interest rate at period end | 6.90% | ||||
Line of credit facility, interest rate during period | 4.30% | ||||
Line of credit facility, maximum letters of credit | $ 400,000 | $ 500,000 |
DEBT Narrative 4 - Senior Notes
DEBT Narrative 4 - Senior Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Sep. 14, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | Jan. 31, 2021 | Aug. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Proceeds from note offerings, net of issuance costs | $ 0 | $ 0 | $ 1,182,035 | ||||
4.75% senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 250,000 | ||||||
4.75% senior notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 250,000 | ||||||
Long-term debt, rate | 4.75% | ||||||
6.75% senior notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 300,000 | ||||||
Long-term debt, rate | 6.75% | ||||||
4.80% senior notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 450,000 | ||||||
Long-term debt, rate | 4.80% | ||||||
5.75% senior notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 600,000 | $ 600,000 | 600,000 | ||||
Long-term debt, rate | 5.75% | 5.75% | |||||
5.75% senior notes | Senior Notes | Change of Control | Pro Forma [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 101% | ||||||
6.375% senior notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 600,000 | $ 600,000 | 600,000 | ||||
Long-term debt, rate | 6.375% | 6.375% | |||||
6.375% senior notes | Senior Notes | Change of Control | Pro Forma [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 101% | ||||||
6.00% senior notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 500,000 | 500,000 | |||||
Long-term debt, rate | 6% | ||||||
6.00% senior notes | Senior Notes | Change of Control | Pro Forma [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 101% | ||||||
5.625% senior notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 550,000 | $ 550,000 | |||||
Long-term debt, rate | 5.625% | ||||||
5.625% senior notes | Senior Notes | Change of Control | Pro Forma [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 101% | ||||||
Logistics Notes due 2025 and Logistics Notes due 2030 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from note offerings, net of issuance costs | $ 1,182,000 | ||||||
Long-term debt, issuance costs | $ 18,000 |
DEBT Narrative 5 - Subordinated
DEBT Narrative 5 - Subordinated Notes (Details) - Subordinated Debt - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 15, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
London Interbank Offered Rate (LIBOR) | Three-month | April 15, 2018 - January 15, 2043 | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 6.734% | ||
Subordinated Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 402,500 | $ 402,500 | |
Long-term debt, rate | 10.80% | ||
Debt instrument, redemption price, percentage | 100% | ||
Subordinated Notes | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Number of consecutive years interest payments may be deferred | 5 years |
DEBT Narrative 6 - GoZone Bonds
DEBT Narrative 6 - GoZone Bonds 1 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jun. 03, 2020 | Mar. 04, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||
Long-term debt repayments | $ 883,300 | $ 1,389,700 | $ 1,813,963 | |||
Proceeds from note offerings, net of issuance costs | 0 | 0 | $ 1,182,035 | |||
Gulf Opportunity Zone revenue bonds | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 322,140 | $ 322,140 | $ 365,400 | |||
Long-term debt repayments | $ 43,300 | |||||
Proceeds from note offerings, net of issuance costs | $ 0 |
DEBT Table 3 - GoZone Bonds 2 (
DEBT Table 3 - GoZone Bonds 2 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 |
Go Zone Bonds Due June 2038 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 55,440 | ||
Long-term debt, rate | 6.10% | ||
Go Zone Bonds Due July 2040 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 100,000 | ||
Long-term debt, rate | 6.35% | ||
Go Zone Bonds Due October 2040 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 43,300 | ||
Long-term debt, rate | 6.35% | ||
Go Zone Bonds Due December 2040 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 48,400 | ||
Long-term debt, rate | 6.10% | ||
Go Zone Bonds Due August 2041 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 75,000 | ||
Long-term debt, rate | 5.85% | ||
Total Gulf Opportunity Zone revenue bonds | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 322,140 | $ 322,140 | $ 365,400 |
DEBT Narrative 7 - GoZone Bonds
DEBT Narrative 7 - GoZone Bonds 3 (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Go Zone Bonds Due June 2038 | June 1, 2030 | |
Debt Instrument [Line Items] | |
Debt instrument, percentage of principal | 1 |
Go Zone Bonds Due July 2040 | June 1, 2030 - June 30, 2040 | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage | 100% |
Go Zone Bonds Due October 2040 | June 1, 2030 - September 30, 2040 | |
Debt Instrument [Line Items] | |
Debt instrument, redemption price, percentage | 100% |
Go Zone Bonds Due December 2040 | June 1, 2030 | |
Debt Instrument [Line Items] | |
Debt instrument, percentage of principal | 1 |
Go Zone Bonds Due August 2041 | June 1, 2025 | |
Debt Instrument [Line Items] | |
Debt instrument, percentage of principal | 1 |
Gulf Opportunity Zone revenue bonds | |
Debt Instrument [Line Items] | |
Debt instrument, repurchase price, percentage | 101% |
DEBT Narrative 8 - Receivables
DEBT Narrative 8 - Receivables Financing Agreement (Details) - Receivables Financing Agreement - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt instrument, collateral amount | $ 121.5 | $ 119.2 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100 | |
Base Rate or a Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Long-term debt, rate | 6% | |
Weighted average annual interest rate | 3.40% |
DEBT Narrative 9 - Term Loan (D
DEBT Narrative 9 - Term Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 16, 2020 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 15, 2020 | Sep. 14, 2020 | Apr. 21, 2020 | |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ (137,900) | $ 0 | $ 0 | $ (141,746) | ||||
Early Repayment Premiums [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ (97,600) | |||||||
Unamortized Debt Issuance Costs, Unamortized Discount, and Commitment Fee [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ (40,300) | |||||||
Unsecured Term Loan Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 750,000 | |||||||
Long-term debt, term | 3 years | |||||||
The Term Loan, Initial Loan | $ 500,000 | $ 500,000 | ||||||
Debt instrument, unamortized discount | $ 22,500 | |||||||
Original issue discount | 3% | |||||||
Long-term debt, issuance costs | $ 14,400 | |||||||
Long-term debt, rate | 12% | |||||||
5.75% senior notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, rate | 5.75% | 5.75% | ||||||
6.375% senior notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, rate | 6.375% | 6.375% |
HEALTH, SAFETY AND ENVIRONMEN_3
HEALTH, SAFETY AND ENVIRONMENTAL MATTERS Table 1 - Balance of and Changes in Accruals for Environmental Matters (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Environmental Remediation Obligations [Abstract] | |||
Balance as of the beginning of year | $ 7,748 | $ 8,373 | |
Additions to accrual | 2,640 | 2,044 | |
Payments | (2,019) | (2,669) | |
Balance as of the end of year | $ 8,369 | $ 7,748 | |
Accruals for environmental matters, total, location on consolidated balance sheets [Extensible Enumeration] | Accrued liabilities, Other long-term liabilities | Accrued liabilities, Other long-term liabilities | Accrued liabilities, Other long-term liabilities |
HEALTH, SAFETY AND ENVIRONMEN_4
HEALTH, SAFETY AND ENVIRONMENTAL MATTERS Table 2 - Accruals for Environmental Matters (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Environmental Remediation Obligations [Abstract] | |||
Accrued liabilities | $ 3,122 | $ 3,378 | |
Other long-term liabilities | 5,247 | 4,370 | |
Accruals for environmental matters | $ 8,369 | $ 7,748 | $ 8,373 |
Accruals for environmental matters, current, location on consolidated balance sheets [Extensible Enumeration] | Accrued liabilities | Accrued liabilities | |
Accruals for environmental matters, noncurrent, location on consolidated balance sheets [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
COMMITMENTS AND CONTINGENCIES T
COMMITMENTS AND CONTINGENCIES Table - Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 7,643 |
2024 | 4,538 |
2025 | 2,817 |
2026 | 1,432 |
2027 | 1,443 |
Thereafter | 9,532 |
Total | $ 27,405 |
COMMITMENTS AND CONTINGENCIES N
COMMITMENTS AND CONTINGENCIES Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss contingency accrual, at carrying value | $ 0.3 | $ 0.1 |
LEASE ASSETS AND LIABILITIES Na
LEASE ASSETS AND LIABILITIES Narrative 1 (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee, Finance Lease, Description [Abstract] | |
Lessee, finance lease, remaining lease term | 3 years |
Number of renewal periods | 3 |
Lessee, finance lease, renewal term | 5 years |
Land and dock leases [Member] | Maximum [Member] | |
Operating Lease Type [Line Items] | |
Lessee, operating lease, remaining term | 5 years |
Lessee, operating lease, renewal term | 25 years |
Land and dock leases [Member] | Minimum [Member] | |
Operating Lease Type [Line Items] | |
Lessee, operating lease, renewal term | 5 years |
LEASE ASSETS AND LIABILITIES Ta
LEASE ASSETS AND LIABILITIES Table 1 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease, right-of-use asset | $ 62,745 | $ 76,867 |
Finance lease, right-of-use asset | 68,219 | 71,002 |
Operating lease liabilities, current | 5,541 | 10,346 |
Operating lease liabilities, noncurrent | 56,577 | 65,060 |
Total operating lease liabilities | 62,118 | 75,406 |
Current portion of finance leases | 4,416 | 3,848 |
Finance lease liability, noncurrent | 51,126 | 52,930 |
Present value of lease liabilities | 55,542 | 56,778 |
Finance lease, right-of-use asset, accumulated amortization | $ 19,295 | $ 13,561 |
Operating lease, right-of-use asset, statement of financial position [extensible enumeration] | Other long-term assets, net | Other long-term assets, net |
Finance lease, right-of-use asset, statement of financial position [extensible enumeration] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Operating lease, liability, current, statement of financial position [extensible enumeration] | Accrued liabilities | Accrued liabilities |
Operating lease, liability, noncurrent, statement of financial position [extensible enumeration] | Other long-term liabilities | Other long-term liabilities |
Finance lease, liability, current, statement of financial position [extensible enumeration] | Current portion of finance leases | Current portion of finance leases |
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration] | Long-term debt, less current portion | Long-term debt, less current portion |
LEASE ASSETS AND LIABILITIES _2
LEASE ASSETS AND LIABILITIES Table 2 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 | $ 7,535 | |
2024 | 7,309 | |
2025 | 6,926 | |
2026 | 6,204 | |
2027 | 6,027 | |
Thereafter | 53,183 | |
Total lease payments | 87,184 | |
Less: Interest | 25,066 | |
Present value of lease liability | 62,118 | $ 75,406 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2023 | 6,366 | |
2024 | 5,887 | |
2025 | 5,065 | |
2026 | 4,552 | |
2027 | 3,935 | |
Thereafter | 48,941 | |
Total lease payments | 74,746 | |
Less: Interest | 19,204 | |
Present value of lease liabilities | $ 55,542 | $ 56,778 |
LEASE ASSETS AND LIABILITIES _3
LEASE ASSETS AND LIABILITIES Table 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 11,777 | $ 15,323 | $ 16,814 |
Amortization of right-of-use assets | 5,770 | 5,251 | 4,700 |
Interest expense on lease liability | 2,023 | 2,081 | 2,201 |
Short-term lease cost | 10,345 | 14,198 | 15,359 |
Variable lease cost | 4,830 | 4,939 | 8,653 |
Total lease cost | $ 34,745 | $ 41,792 | $ 47,727 |
LEASE ASSETS AND LIABILITIES _4
LEASE ASSETS AND LIABILITIES Table 4 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases [Abstract] | |||
Cash outflows from operating activities | $ 11,156 | $ 12,829 | $ 14,487 |
Right-of-use assets obtained in exchange for lease liabilities | $ 10,060 | $ 3,278 | $ 20,830 |
Weighted-average remaining lease term (in years) | 16 years | 13 years | 13 years |
Weighted-average discount rate | 3.80% | 3.20% | 3.20% |
Finance Leases [Abstract] | |||
Cash outflows from operating activities | $ 2,019 | $ 2,090 | $ 2,208 |
Cash outflows from financing activities | 4,222 | 4,244 | 4,981 |
Right-of-use assets obtained in exchange for lease liabilities | $ 3,004 | $ 3,173 | $ 3,077 |
Weighted-average remaining lease term (in years) | 16 years | 18 years | 19 years |
Weighted-average discount rate | 3.60% | 3.60% | 3.70% |
LEASE ASSETS AND LIABILITIES _5
LEASE ASSETS AND LIABILITIES Narrative 2 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2017 | |
Lessor, Lease, Description [Line Items] | ||||
Lessor, operating lease, term of contract | 10 years | |||
Lessor, operating lease, payments to be received | $ 156,500 | |||
Service [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating lease, lease income, statement of income [extensible enumeration] | Total revenues | Total revenues | Total revenues | |
Storage Segment | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating lease, lease income | $ 43,055 | $ 41,454 | $ 41,314 |
LEASE ASSETS AND LIABILITIES _6
LEASE ASSETS AND LIABILITIES Table 5 (Details) - Pipeline, Storage and Terminals - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessor, Lease, Description [Line Items] | ||
Estimated useful life | 30 years | |
Lease storage assets, at cost | $ 251,801 | $ 246,841 |
Less accumulated depreciation | (148,899) | (139,200) |
Lease storage assets, net | $ 102,902 | $ 107,641 |
DERIVATIVES AND FAIR VALUE ME_3
DERIVATIVES AND FAIR VALUE MEASUREMENTS Narrative 1 (Details) - Interest Rate Risk - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Cash paid for termination of interest rate swaps | $ 49,200 | ||||||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Fair market value of unwound forward starting interest rate swaps | $ (36,500) | $ (34,400) | $ (36,500) | ||||
4.75% senior notes | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Long-term debt | $ 250,000 | ||||||
4.75% senior notes | Senior Notes | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Long-term debt | $ 250,000 | ||||||
Long-term debt, rate | 4.75% | ||||||
Interest rate swaps | Interest expense, net | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Reclassification of loss on cash flow hedges to interest expense, net | $ 2,106 | $ 5,664 | $ 4,265 | ||||
Interest rate swaps | Interest expense, net | Reclassification due to Early Repayment of $250.0 Million 4.75% Senior Notes | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Reclassification of loss on cash flow hedges to interest expense, net | $ 800 | ||||||
Interest rate swaps | Cash Flow Hedges | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Notional amount of forward-starting interest rate swaps terminated | $ 250,000 |
DERIVATIVES AND FAIR VALUE ME_4
DERIVATIVES AND FAIR VALUE MEASUREMENTS Table 1 - Impact of Derivatives on Earnings (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) to be reclassified during next 12 months, forward-starting interest rate swaps | $ (2,600) | ||
Interest rate swaps | Other comprehensive income (loss) | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Change in unrealized loss on cash flow hedges | 0 | $ 0 | $ (30,291) |
Interest rate swaps | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Reclassification of loss on cash flow hedges to interest expense, net | $ 2,106 | $ 5,664 | $ 4,265 |
DERIVATIVES AND FAIR VALUE ME_5
DERIVATIVES AND FAIR VALUE MEASUREMENTS Table 2 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fair value, long-term debt | $ 3,169,664 | $ 3,459,153 |
Long-term debt, excluding finance leases | $ 3,242,289 | $ 3,130,625 |
SERIES D CUMULATIVE CONVERTIB_3
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Table 1 (Details) | Nov. 22, 2022 $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Jul. 13, 2018 $ / shares shares | Jun. 29, 2018 $ / shares shares |
Class of Stock [Line Items] | |||||
Series D preferred units issued | 23,246,650 | 7,486,209 | 15,760,441 | ||
Series D preferred units outstanding | 16,346,650 | 23,246,650 | |||
Series D Preferred Limited Partner [Member] | |||||
Class of Stock [Line Items] | |||||
Units issued, price per unit | $ / shares | $ 25.38 | $ 25.38 | |||
Preferred stock, repurchase price per unit | $ / shares | 32.73 | ||||
Units repurchased during period, units | (6,900,000) |
SERIES D CUMULATIVE CONVERTIB_4
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Narrative 1 (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Nov. 22, 2022 USD ($) $ / shares shares | Nov. 16, 2022 USD ($) shares | Nov. 16, 2022 USD ($) shares | Dec. 14, 2022 USD ($) | Sep. 14, 2022 USD ($) | Jun. 14, 2022 USD ($) | Mar. 14, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Class of Stock [Line Items] | |||||||||||
Temporary equity, aggregate carrying value of units reclassified | $ 446,970 | $ 616,439 | $ 599,542 | $ 581,935 | |||||||
Deemed distribution | $ 34,382 | 0 | 0 | ||||||||
Loss per common unit attributable to repurchase of Series D Preferred Units | $ / shares | $ 0.31 | ||||||||||
Preferred Stock Repurchased November 22, 2022 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Temporary equity, units reclassified from mezzanine-equity-classified units to liability-classified units, units | shares | 6,900,000 | 6,900,000 | |||||||||
Temporary equity, aggregate carrying value of units reclassified | $ 188,000 | $ 188,000 | |||||||||
Series D Preferred Limited Partner [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Units repurchased during period, units | shares | 6,900,000 | ||||||||||
Preferred stock, repurchase price per unit | $ / shares | 32.73 | ||||||||||
Units repurchased during period, aggregate purchase price, including accrued distributions | $ 225,800 | ||||||||||
Accrued distributions | $ 14,337 | $ 15,854 | $ 15,854 | $ 15,854 | $ 61,063 | $ 63,417 | $ 60,748 | ||||
Units repurchased during period, aggregate purchase price | $ 222,400 | ||||||||||
Deemed distribution | $ 34,400 | ||||||||||
Series D Preferred Limited Partner [Member] | Preferred Stock Repurchased November 22, 2022 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Accrued distributions | $ 3,400 |
SERIES D CUMULATIVE CONVERTIB_5
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Narrative 2 - Distributions (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 14, 2023 $ / shares | Dec. 14, 2022 $ / shares | Sep. 14, 2022 $ / shares | Jun. 14, 2022 $ / shares | Mar. 14, 2022 $ / shares | Dec. 31, 2022 USD ($) quarterly_payment person $ / shares | |
Class of Stock [Line Items] | ||||||
Unpaid dividend penalty, number of consecutive distribution periods | quarterly_payment | 3 | |||||
If Distributions not Paid in Full for Three Consecutive Distribution Periods | ||||||
Class of Stock [Line Items] | ||||||
Unpaid dividend penalty, number of persons to be selected to become additional board member | person | 1 | |||||
Series D Preferred Limited Partner [Member] | ||||||
Class of Stock [Line Items] | ||||||
Cash distributions per unit applicable to limited partners | $ 0.682 | $ 0.682 | $ 0.682 | $ 0.682 | ||
Required amount of per unit cash dividends to permit dividend paid in kind | $ 0.635 | |||||
Unpaid dividend penalty, per unit dividend increase | $ 0.048 | |||||
Unpaid dividend penalty, minimum amount of acquisitions or asset sales requiring consent | $ | $ 50 | |||||
Series D Preferred Limited Partner [Member] | Preferred Stock, Distributions, Period - June 29, 2018 to June 28, 2020 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred units distribution percentage | 9.75% | |||||
Cash distributions per unit applicable to limited partners | $ 0.619 | |||||
Series D Preferred Limited Partner [Member] | Preferred Stock, Distributions, Period - June 29, 2020 to June 28, 2023 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred units distribution percentage | 10.75% | |||||
Cash distributions per unit applicable to limited partners | $ 0.682 | |||||
Series D Preferred Limited Partner [Member] | If Distributions not Paid in Full for Three Consecutive Distribution Periods | ||||||
Class of Stock [Line Items] | ||||||
Preferred unit to common unit conversion ratio | 1 | |||||
Minimum [Member] | Series D Preferred Limited Partner [Member] | Preferred Stock, Distributions, Period - June 29, 2023 and thereafter [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred units distribution percentage | 13.75% | |||||
Cash distributions per unit applicable to limited partners | $ 0.872 | |||||
Subsequent Event [Member] | Series D Preferred Limited Partner [Member] | ||||||
Class of Stock [Line Items] | ||||||
Cash distributions per unit applicable to limited partners | $ 0.682 |
SERIES D CUMULATIVE CONVERTIB_6
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Table 2 - Distributions (Details) - Series D Preferred Limited Partner [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 14, 2023 | Dec. 14, 2022 | Sep. 14, 2022 | Jun. 14, 2022 | Mar. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||
Cash distributions per unit applicable to limited partners | $ 0.682 | $ 0.682 | $ 0.682 | $ 0.682 | ||||
Distributions to partners | $ 14,337 | $ 15,854 | $ 15,854 | $ 15,854 | $ 61,063 | $ 63,417 | $ 60,748 | |
Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Cash distributions per unit applicable to limited partners | $ 0.682 | |||||||
Distributions to partners | $ 11,148 |
SERIES D CUMULATIVE CONVERTIB_7
SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNITS Narrative 3 (Details) - Conversion and Redemption Features, Change of Control and Accounting Treatment $ / shares in Units, $ in Millions | 12 Months Ended | |
Jul. 20, 2018 | Dec. 31, 2022 USD ($) $ / shares | |
Class of Stock [Line Items] | ||
Minimum conversion amount | $ | $ 50 | |
Accretion period | 10 years | |
Change of Control | Pro Forma [Member] | ||
Class of Stock [Line Items] | ||
Temporary equity, redemption price per unit | $ 29.82 | |
Series D Preferred Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Maximum number of days within a partial distribution period | 90 | |
Series D Preferred Limited Partner [Member] | Change of Control | Pro Forma [Member] | ||
Class of Stock [Line Items] | ||
Preferred unit to common unit conversion ratio | 1 | |
Preferred Stock, Conversion, Period - June 29, 2020 and thereafter [Member] | Series D Preferred Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Preferred unit to common unit conversion ratio | 1 | |
Preferred Stock, Issuer Redemption Option, Period - June 29, 2023 to June 28, 2024 [Member] | ||
Class of Stock [Line Items] | ||
Temporary equity, redemption price per unit | $ 31.73 | |
Preferred Stock, Issuer Redemption Option, Period - June 29, 2023 and thereafter [Member] | ||
Class of Stock [Line Items] | ||
Minimum redemption amount | $ | $ 50 | |
Preferred Stock, Holder Redemption Option, Period - June 29, 2028 and thereafter [Member] | ||
Class of Stock [Line Items] | ||
Temporary equity, redemption price per unit | $ 29.19 | |
Preferred Stock, Holder Redemption Option, Period - June 29, 2028 and thereafter [Member] | Series D Preferred Limited Partner [Member] | ||
Class of Stock [Line Items] | ||
Percentage of redemption amount that may be paid in common limited partner units | 50% | |
Volume-weighted average trading price percentage of common limited partner units | 93% | |
Common limited partners' equity market capitalization, maximum allowable percentage | 15% | |
Preferred Stock, Issuer Redemption Option, Period - June 29, 2024 to June 28, 2025 [Member] | ||
Class of Stock [Line Items] | ||
Temporary equity, redemption price per unit | $ 30.46 | |
Preferred Stock, Issuer Redemption Option, Period - June 29, 2025 and thereafter [Member] | ||
Class of Stock [Line Items] | ||
Temporary equity, redemption price per unit | $ 29.19 |
PARTNERS' EQUITY Table 1 - Pref
PARTNERS' EQUITY Table 1 - Preferred Units Issued and Outstanding (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 61 Months Ended | 62 Months Ended | ||||||||
Nov. 30, 2017 | Apr. 28, 2017 | Nov. 25, 2016 | Dec. 14, 2022 | Sep. 14, 2022 | Jun. 14, 2022 | Mar. 14, 2022 | Dec. 31, 2022 | Dec. 14, 2022 | Dec. 14, 2021 | Jun. 14, 2022 | Dec. 31, 2021 | |
Series A Preferred Limited Partner [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units issued | 9,060,000 | |||||||||||
Preferred units outstanding | 9,060,000 | 9,060,000 | ||||||||||
Units issued, price per unit | $ 25 | |||||||||||
Per unit distribution, per annum/per quarter | $ 0.64059 | $ 0.54808 | $ 0.47817 | $ 0.43606 | ||||||||
Series A Preferred Limited Partner [Member] | December 15, 2021 and Thereafter | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units liquidation preference | $ 25 | |||||||||||
Series A Preferred Limited Partner [Member] | London Interbank Offered Rate (LIBOR) | Three-month | December 15, 2021 and Thereafter | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units, distribution payment rate, basis spread | 6.766% | |||||||||||
Series B Preferred Limited Partner [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units issued | 15,400,000 | |||||||||||
Preferred units outstanding | 15,400,000 | 15,400,000 | ||||||||||
Units issued, price per unit | $ 25 | |||||||||||
Per unit distribution, per annum/per quarter | $ 0.57040 | $ 0.47789 | ||||||||||
Series B Preferred Limited Partner [Member] | June 15, 2022 and Thereafter | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units liquidation preference | $ 25 | |||||||||||
Series B Preferred Limited Partner [Member] | London Interbank Offered Rate (LIBOR) | Three-month | June 15, 2022 and Thereafter | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units, distribution payment rate, basis spread | 5.643% | |||||||||||
Series C Preferred Limited Partner [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units issued | 6,900,000 | |||||||||||
Preferred units outstanding | 6,900,000 | 6,900,000 | ||||||||||
Units issued, price per unit | $ 25 | |||||||||||
Series C Preferred Limited Partner [Member] | December 15, 2022 and Thereafter | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units liquidation preference | $ 25 | |||||||||||
Series C Preferred Limited Partner [Member] | London Interbank Offered Rate (LIBOR) | Three-month | December 15, 2022 and Thereafter | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units, distribution payment rate, basis spread | 6.88% | |||||||||||
November 25, 2016 - December 14, 2021 | Series A Preferred Limited Partner [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Per unit distribution, per annum/per quarter | $ 2.125 | |||||||||||
Preferred stock, dividend rate, amount per annum | $ 19,252 | |||||||||||
November 25, 2016 - December 14, 2021 | Series A Preferred Limited Partner [Member] | London Interbank Offered Rate (LIBOR) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units distribution percentage | 8.50% | |||||||||||
April 28, 2017 - June 14, 2022 | Series B Preferred Limited Partner [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Per unit distribution, per annum/per quarter | $ 1.90625 | |||||||||||
Preferred stock, dividend rate, amount per annum | $ 29,357 | |||||||||||
April 28, 2017 - June 14, 2022 | Series B Preferred Limited Partner [Member] | London Interbank Offered Rate (LIBOR) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units distribution percentage | 7.625% | |||||||||||
November 30, 2017 - December 14, 2022 | Series C Preferred Limited Partner [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Per unit distribution, per annum/per quarter | $ 2.25 | |||||||||||
Preferred stock, dividend rate, amount per annum | $ 15,525 | |||||||||||
November 30, 2017 - December 14, 2022 | Series C Preferred Limited Partner [Member] | London Interbank Offered Rate (LIBOR) | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred units distribution percentage | 9% |
PARTNERS' EQUITY - Table 2 Pref
PARTNERS' EQUITY - Table 2 Preferred Units - Distribution Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 14, 2023 | Dec. 14, 2022 | Sep. 14, 2022 | Jun. 14, 2022 | Mar. 14, 2022 | |
Series A Preferred Limited Partner [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Per unit distribution, variable, per quarter | $ 0.64059 | $ 0.54808 | $ 0.47817 | $ 0.43606 | |
Distributions to partners | $ 5,804 | $ 4,966 | $ 4,332 | $ 3,951 | |
Series B Preferred Limited Partner [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Per unit distribution, variable, per quarter | $ 0.57040 | $ 0.47789 | |||
Distributions to partners | $ 8,784 | $ 7,360 | |||
Per unit distribution, fixed, per quarter | $ 0.47657 | $ 0.47657 | |||
Distributions to partners, fixed | $ 7,339 | $ 7,339 | |||
Series C Preferred Limited Partner [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Per unit distribution, fixed, per quarter | $ 0.56250 | $ 0.56250 | $ 0.56250 | $ 0.56250 | |
Distributions to partners, fixed | $ 3,881 | $ 3,881 | $ 3,881 | $ 3,881 | |
Subsequent Event [Member] | Series A Preferred Limited Partner [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Per unit distribution, variable, per quarter | $ 0.71889 | ||||
Distributions to partners | $ 6,513 | ||||
Subsequent Event [Member] | Series B Preferred Limited Partner [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Per unit distribution, variable, per quarter | $ 0.64871 | ||||
Distributions to partners | $ 9,990 | ||||
Subsequent Event [Member] | Series C Preferred Limited Partner [Member] | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Per unit distribution, variable, per quarter | $ 0.72602 | ||||
Distributions to partners | $ 5,010 |
PARTNERS' EQUITY Narrative 1 (D
PARTNERS' EQUITY Narrative 1 (Details) | Dec. 31, 2022 $ / shares |
Series A Preferred Limited Partner [Member] | December 15, 2021 and Thereafter | |
Class of Stock [Line Items] | |
Preferred units liquidation preference | $ 25 |
Series B Preferred Limited Partner [Member] | June 15, 2022 and Thereafter | |
Class of Stock [Line Items] | |
Preferred units liquidation preference | 25 |
Series C Preferred Limited Partner [Member] | December 15, 2022 and Thereafter | |
Class of Stock [Line Items] | |
Preferred units liquidation preference | $ 25 |
Maximum [Member] | Pro Forma [Member] | Series A Preferred Limited Partner [Member] | Certain Rating Events or a Change of Control | |
Class of Stock [Line Items] | |
Preferred unit to common unit conversion ratio | 1.0915 |
Maximum [Member] | Pro Forma [Member] | Series B Preferred Limited Partner [Member] | Certain Rating Events or a Change of Control | |
Class of Stock [Line Items] | |
Preferred unit to common unit conversion ratio | 1.04297 |
Maximum [Member] | Pro Forma [Member] | Series C Preferred Limited Partner [Member] | Certain Rating Events or a Change of Control | |
Class of Stock [Line Items] | |
Preferred unit to common unit conversion ratio | 1.7928 |
PARTNERS' EQUITY Table 3 - Bala
PARTNERS' EQUITY Table 3 - Balance of and Changes in Common Units Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Balance as of the beginning of year | 109,986,273 | ||
Balance as of the end of year | 110,818,718 | 109,986,273 | |
Common Limited Partner [Member] | |||
Class of Stock [Line Items] | |||
Balance as of the beginning of year | 109,986,273 | 109,468,127 | 108,527,806 |
Unit-based compensation (Note 22) | 832,445 | 518,146 | 940,321 |
Balance as of the end of year | 110,818,718 | 109,986,273 | 109,468,127 |
PARTNERS' EQUITY Narrative 2 (D
PARTNERS' EQUITY Narrative 2 (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Partners' Capital Notes [Abstract] | |
Percent of available cash distributed | 100% |
Number of days within which distribution is paid to common unitholders | 45 |
PARTNERS' EQUITY Table 4 - Cash
PARTNERS' EQUITY Table 4 - Cash Distributions Declared - Common Limited Partners (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Distribution Made to Limited Partner [Line Items] | |||||||
Common limited partners' distribution, per unit | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | $ 1.60 | $ 1.60 | $ 1.60 |
Common limited partners' distribution | $ 44,328 | $ 44,125 | $ 44,128 | $ 44,165 | $ 176,746 | $ 175,470 | $ 174,873 |
Common Limited Partner [Member] | |||||||
Distribution Made to Limited Partner [Line Items] | |||||||
Distribution date of record (distribution earned) | Feb. 08, 2023 | Nov. 07, 2022 | Aug. 08, 2022 | May 09, 2022 | |||
Distribution payment date | Feb. 14, 2023 | Nov. 14, 2022 | Aug. 12, 2022 | May 13, 2022 |
PARTNERS' EQUITY Table 5 - Accu
PARTNERS' EQUITY Table 5 - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ (73,978) | ||
Other comprehensive income (loss) | 42,373 | $ 22,678 | $ (28,760) |
Ending balance | (31,605) | (73,978) | |
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (41,761) | (42,362) | (43,772) |
Other comprehensive income (loss) before reclassifications | 2,177 | 601 | 1,410 |
Other comprehensive income (loss) | 41,823 | 601 | 1,410 |
Ending balance | 62 | (41,761) | (42,362) |
Foreign Currency Translation [Member] | Point Tupper Terminal Disposition | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net loss (gain) reclassified from AOCI | 39,646 | ||
Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (36,486) | (42,150) | (16,124) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | (30,291) |
Other comprehensive income (loss) | 2,106 | 5,664 | (26,026) |
Ending balance | (34,380) | (36,486) | (42,150) |
Pension and Other Postretirement Benefits [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 4,269 | (12,144) | (8,000) |
Other comprehensive income (loss) before reclassifications | (516) | 17,721 | (2,924) |
Other comprehensive income (loss) | (1,556) | 16,413 | (4,144) |
Ending balance | 2,713 | 4,269 | (12,144) |
Total [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (73,978) | (96,656) | (67,896) |
Other comprehensive income (loss) before reclassifications | 1,661 | 18,322 | (31,805) |
Other comprehensive income (loss) | 42,373 | 22,678 | (28,760) |
Ending balance | (31,605) | (73,978) | (96,656) |
Total [Member] | Point Tupper Terminal Disposition | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net loss (gain) reclassified from AOCI | 39,646 | ||
Interest expense, net | Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net loss (gain) reclassified from AOCI | 2,106 | 5,664 | 4,265 |
Interest expense, net | Total [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net loss (gain) reclassified from AOCI | 2,106 | 5,664 | 4,265 |
Pension Plan [Member] | Other Income [Member] | Pension and Other Postretirement Benefits [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net loss (gain) reclassified from AOCI | (1,040) | (1,308) | (1,220) |
Pension Plan [Member] | Other Income [Member] | Total [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net loss (gain) reclassified from AOCI | $ (1,040) | $ (1,308) | $ (1,220) |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON UNIT Narrative (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance units awarded and outstanding | 0 | 33,695 | 87,122 | 161,561 |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON UNIT Table - Net (Loss) Income per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||||
Net income (loss) | $ 222,747 | $ 38,225 | $ (198,983) | ||||
Distributions to preferred limited partners | (127,589) | (127,399) | (124,882) | ||||
Distributions to common limited partners | $ (44,328) | $ (44,125) | $ (44,128) | $ (44,165) | (176,746) | (175,470) | (174,873) |
Distribution equivalent rights to restricted units | (2,534) | (2,396) | (2,093) | ||||
Distributions in excess of income (loss) | (84,122) | (267,040) | (500,831) | ||||
Distributions to common limited partners | $ 44,328 | $ 44,125 | $ 44,128 | $ 44,165 | 176,746 | 175,470 | 174,873 |
Allocation of distributions in excess of income (loss) | (84,122) | (267,040) | (500,831) | ||||
Series D Preferred Unit accretion (Note 17) | (18,538) | (16,903) | (17,626) | ||||
Series D Preferred Unit repurchase (Note 17) | (34,382) | 0 | 0 | ||||
Net income (loss) attributable to common units | $ 39,704 | $ (108,473) | $ (343,584) | ||||
Basic weighted-average common units outstanding | 110,341,206 | 109,585,635 | 109,155,117 | ||||
Diluted weighted-average common units outstanding | 110,341,206 | 109,585,635 | 109,155,117 | ||||
Basic net income (loss) per common unit | $ 0.36 | $ (0.99) | $ (3.15) | ||||
Diluted net income (loss) per common unit | $ 0.36 | $ (0.99) | $ (3.15) |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION Table 1 - Changes in Current Assets and Current Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |||
Accounts receivable | $ (6,762) | $ (2,105) | $ 14,589 |
Inventories | 836 | (5,585) | 1,340 |
Prepaid and other current assets | 768 | (1,710) | (3,326) |
Accounts payable | (2,960) | 10,202 | (25,455) |
Accrued interest payable | 3,468 | (16,708) | 12,922 |
Accrued liabilities | 9,018 | 4,448 | 7,886 |
Taxes other than income tax | (3,631) | (2,689) | 3,972 |
Changes in current assets and current liabilities | $ 737 | $ (14,147) | $ 11,928 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION Table 2 - Cash Flows Related to Interest and Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest, net of amount capitalized | $ 195,697 | $ 218,181 | $ 204,511 |
Cash paid for income taxes, net of tax refunds received | $ 4,368 | $ 5,491 | $ 3,260 |
SUPPLEMENTAL CASH FLOW INFORM_5
SUPPLEMENTAL CASH FLOW INFORMATION Table 3 - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash and cash equivalents | $ 14,489 | $ 5,637 | ||
Restricted cash | 8,888 | 8,802 | ||
Cash, cash equivalents and restricted cash | $ 23,377 | $ 14,439 | $ 162,426 | $ 24,980 |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term assets, net | Other long-term assets, net |
EMPLOYEE BENEFIT PLANS Narrativ
EMPLOYEE BENEFIT PLANS Narrative 1 (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Thrift plan voluntary contribution percentage by employee, minimum | 1% | ||
Thrift plan voluntary contribution percentage by employee, maximum | 30% | ||
Thrift plan, employer matching contribution, percent of match | 100% | ||
Thrift Plan matching contributions | $ 7.3 | $ 7.6 | $ 7.8 |
Years of vesting service | 3 | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Thrift Plan, maximum matching contribution, percent of employee's total annual compensation | 6% |
EMPLOYEE BENEFIT PLANS Table 1
EMPLOYEE BENEFIT PLANS Table 1 - Changes in Benefit Obligation/Fair Value of Plan Assets/Funded Status/Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Plan [Member] | |||
Change in benefit obligation: | |||
Benefit obligation, January 1 | $ 179,907 | $ 186,685 | |
Service cost | 9,752 | 9,978 | $ 9,174 |
Interest cost | 4,619 | 4,084 | 4,693 |
Benefits paid | (15,949) | (19,366) | |
Participant contributions | 0 | 0 | |
Actuarial loss (gain) | (34,221) | (694) | |
Other | 203 | (780) | |
Benefit obligation, December 31 | 144,311 | 179,907 | 186,685 |
Lump-sum payments due to dispositions | 2,900 | 9,600 | |
Change in plan assets: | |||
Plan assets at fair value, January 1 | 189,838 | 182,727 | |
Actual return on plan assets | (30,405) | 26,425 | |
Employer contributions | 5,012 | 52 | |
Benefits paid | (15,949) | (19,366) | |
Participant contributions | 0 | 0 | |
Plan assets at fair value, December 31 | 148,496 | 189,838 | 182,727 |
Reconciliation of funded status: | |||
Fair value of plan assets at December 31 | 148,496 | 189,838 | 182,727 |
Less: Benefit obligation at December 31 | 144,311 | 179,907 | 186,685 |
Funded status at December 31 | 4,185 | 9,931 | |
Amounts recognized in the consolidated balance sheets: | |||
Other long-term assets, net | 9,130 | 14,945 | |
Accrued liabilities | (552) | (467) | |
Other long-term liabilities | (4,393) | (4,547) | |
Net pension asset (liability) | 4,185 | 9,931 | |
Accumulated benefit obligation for the Pension Plans | 141,517 | 171,899 | |
Pension Plan [Member] | Excess Pension Plan and Other Postretirement Benefit Plans | |||
Change in plan assets: | |||
Plan assets at fair value, January 1 | 0 | ||
Plan assets at fair value, December 31 | 0 | 0 | |
Reconciliation of funded status: | |||
Fair value of plan assets at December 31 | 0 | 0 | |
Other Postretirement Benefit Plans [Member] | |||
Change in benefit obligation: | |||
Benefit obligation, January 1 | 16,270 | 14,680 | |
Service cost | 605 | 593 | 529 |
Interest cost | 423 | 326 | 399 |
Benefits paid | (603) | (257) | |
Participant contributions | 66 | 44 | |
Actuarial loss (gain) | (4,778) | 884 | |
Other | 0 | 0 | |
Benefit obligation, December 31 | 11,983 | 16,270 | 14,680 |
Change in plan assets: | |||
Plan assets at fair value, January 1 | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 537 | 213 | |
Benefits paid | (603) | (257) | |
Participant contributions | 66 | 44 | |
Plan assets at fair value, December 31 | 0 | 0 | 0 |
Reconciliation of funded status: | |||
Fair value of plan assets at December 31 | 0 | 0 | 0 |
Less: Benefit obligation at December 31 | 11,983 | 16,270 | $ 14,680 |
Funded status at December 31 | (11,983) | (16,270) | |
Amounts recognized in the consolidated balance sheets: | |||
Other long-term assets, net | 0 | 0 | |
Accrued liabilities | (507) | (442) | |
Other long-term liabilities | (11,476) | (15,828) | |
Net pension asset (liability) | (11,983) | (16,270) | |
Accumulated benefit obligation for the Pension Plans | $ 11,983 | $ 16,270 |
EMPLOYEE BENEFIT PLANS Narrat_2
EMPLOYEE BENEFIT PLANS Narrative 2 (Details) - Pension Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 5.26% | 3.10% | 2.84% |
Fair value of plan assets | $ 148,496 | $ 189,838 | $ 182,727 |
Accumulated benefit obligation for the Pension Plans | 141,517 | 171,899 | |
Excess Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Accumulated benefit obligation for the Pension Plans | 4,600 | 4,300 | |
Projected benefit obligation for the Pension Plans | $ 4,900 | $ 5,000 |
EMPLOYEE BENEFIT PLANS Table 2
EMPLOYEE BENEFIT PLANS Table 2 - Components of Net Periodic Benefit Cost (Income) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gains and losses amortized, percentage exceeding greater of the projected benefit obligation or market-related value of plan assets | 0.10 | ||
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 9,752 | $ 9,978 | $ 9,174 |
Interest cost | 4,619 | 4,084 | 4,693 |
Expected return on plan assets | (9,087) | (9,233) | (8,972) |
Amortization of prior service credit | (1,876) | (2,057) | (2,057) |
Amortization of net actuarial loss | 1,129 | 2,279 | 1,845 |
Other | 846 | (561) | 136 |
Net periodic benefit cost (income) | 5,383 | 4,490 | 4,819 |
Other Postretirement Benefit Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 605 | 593 | 529 |
Interest cost | 423 | 326 | 399 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service credit | (1,145) | (1,145) | (1,145) |
Amortization of net actuarial loss | 209 | 176 | 137 |
Other | 0 | 0 | 0 |
Net periodic benefit cost (income) | $ 92 | $ (50) | $ (80) |
EMPLOYEE BENEFIT PLANS Table 3
EMPLOYEE BENEFIT PLANS Table 3 - Adjustments to Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax (expense) benefit | $ (24) | $ (61) | $ 28 |
Total changes in other comprehensive income (loss) | (1,556) | 16,413 | (4,144) |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial (loss) gain | (5,271) | 18,666 | (2,159) |
Amortization of prior service credit | (1,876) | (2,057) | (2,057) |
Amortization of net actuarial loss | 1,129 | 2,279 | 1,845 |
Other | 643 | (561) | 0 |
Net gain reclassified into income | (104) | (339) | (212) |
Income tax (expense) benefit | (24) | (61) | 28 |
Total changes in other comprehensive income (loss) | (5,399) | 18,266 | (2,343) |
Other Postretirement Benefit Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial (loss) gain | 4,779 | (884) | (793) |
Amortization of prior service credit | (1,145) | (1,145) | (1,145) |
Amortization of net actuarial loss | 209 | 176 | 137 |
Other | 0 | 0 | 0 |
Net gain reclassified into income | (936) | (969) | (1,008) |
Income tax (expense) benefit | 0 | 0 | 0 |
Total changes in other comprehensive income (loss) | $ 3,843 | $ (1,853) | $ (1,801) |
EMPLOYEE BENEFIT PLANS Table 4
EMPLOYEE BENEFIT PLANS Table 4 - Amounts Recorded as a Component of Accumulated Other Comprehensive (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial (loss) gain | $ (7,247) | $ (3,748) |
Prior service credit | 5,754 | 7,630 |
Deferred tax | 33 | 57 |
Accumulated other comprehensive (loss) income, net of tax | (1,460) | 3,939 |
Other Postretirement Benefit Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial (loss) gain | 434 | (4,554) |
Prior service credit | 3,739 | 4,884 |
Deferred tax | 0 | 0 |
Accumulated other comprehensive (loss) income, net of tax | $ 4,173 | $ 330 |
EMPLOYEE BENEFIT PLANS Narrat_3
EMPLOYEE BENEFIT PLANS Narrative 3 - Investment Policies and Strategies (Details) | 12 Months Ended |
Dec. 31, 2022 numberOfModels | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, number of models used to derive long-term expected returns | 3 |
Equity securities [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target plan asset allocations | 65% |
Fixed income investments [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, target plan asset allocations | 35% |
EMPLOYEE BENEFIT PLANS Table 5
EMPLOYEE BENEFIT PLANS Table 5 - Major Classes of Plan Assets Measured at Fair Value (Details) - Pension Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 148,496 | $ 189,838 | $ 182,727 |
Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 66,742 | 79,166 | |
Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 81,754 | 110,672 | |
Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Cash Equivalent Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 789 | 710 | |
Cash Equivalent Securities [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 789 | 710 | |
Cash Equivalent Securities [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Cash Equivalent Securities [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. large cap equity fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 81,754 | 110,672 | |
U.S. large cap equity fund [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. large cap equity fund [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 81,754 | 110,672 | |
U.S. large cap equity fund [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International stock index fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 14,836 | 17,708 | |
International stock index fund [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 14,836 | 17,708 | |
International stock index fund [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International stock index fund [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Bond market index fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 51,117 | 60,748 | |
Bond market index fund [Member] | Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 51,117 | 60,748 | |
Bond market index fund [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Bond market index fund [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS Narrat_4
EMPLOYEE BENEFIT PLANS Narrative 4 - Contributions to the Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan contributions | $ 5,012 | $ 52 |
Estimated future employer contributions in next fiscal year | 9,600 | |
Other Postretirement Benefit Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan contributions | 537 | $ 213 |
Estimated future employer contributions in next fiscal year | $ 500 |
EMPLOYEE BENEFIT PLANS Table 6
EMPLOYEE BENEFIT PLANS Table 6 - Estimated Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Pension Plan [Member] | |
Estimated Future Benefit Payments | |
2023 | $ 11,134 |
2024 | 10,228 |
2025 | 11,689 |
2026 | 11,775 |
2027 | 11,707 |
2028-2032 | 67,371 |
Other Postretirement Benefit Plans [Member] | |
Estimated Future Benefit Payments | |
2023 | 507 |
2024 | 536 |
2025 | 582 |
2026 | 633 |
2027 | 680 |
2028-2032 | $ 4,102 |
EMPLOYEE BENEFIT PLANS Table 7
EMPLOYEE BENEFIT PLANS Table 7 - Assumptions - Benefit Obligations (Details) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 5.26% | 3.10% | 2.84% |
Rate of compensation increase | 3.99% | 3.99% | |
Cash balance interest crediting rate | 3.76% | 2% | |
Other Postretirement Benefit Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 5.25% | 3.08% |
EMPLOYEE BENEFIT PLANS Table 8
EMPLOYEE BENEFIT PLANS Table 8 - Assumptions - Net Periodic Benefit Cost (Income) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.10% | 2.84% | 3.34% |
Expected long-term rate of return on plan assets | 6% | 6% | 6.50% |
Rate of compensation increase | 3.99% | 3.51% | 3.51% |
Cash balance interest crediting rate | 2% | 2% | 2% |
Other Postretirement Benefit Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.08% | 2.83% | 3.43% |
EMPLOYEE BENEFIT PLANS Table 9
EMPLOYEE BENEFIT PLANS Table 9 - Assumptions - Health Care Cost Trend Rates (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Health care cost trend rate assumed for next year | 7% | 6.84% |
Rate to which the cost trend rate was assumed to decrease (the ultimate trend rate) | 5% | 5% |
Year that the rate reaches the ultimate trend rate | 2032 | 2028 |
Cap on increase in the employer's cost | 0.025 |
UNIT-BASED COMPENSATION Narrati
UNIT-BASED COMPENSATION Narrative 1 - Overview (Details) - The 2019 LTIP [Member] - shares | Dec. 31, 2022 | Apr. 29, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unit-based compensation, number of units authorized | 5,000,000 | |
Unit-based compensation, number of units available to be awarded | 1,064,199 |
UNIT-BASED COMPENSATION Table 1
UNIT-BASED COMPENSATION Table 1 - Information for LTIP Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit-based awards, outstanding (units) | 2,992,793 | 2,705,203 | 2,441,003 | |
Compensation expense | $ 16,202 | $ 20,579 | $ 12,185 | |
Restricted units, domestic employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit-based awards, outstanding (units) | 2,859,189 | 2,520,436 | 2,235,125 | |
Compensation expense | $ 12,759 | $ 11,892 | $ 10,205 | |
Restricted units, non-employee directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit-based awards, outstanding (units) | 133,604 | 129,312 | 98,769 | |
Compensation expense | $ 1,021 | $ 856 | $ 631 | |
Restricted units, international employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit-based awards, outstanding (units) | 0 | 21,760 | 19,987 | |
Compensation expense | $ (20) | $ 139 | $ 58 | |
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit-based awards, outstanding (units) | 0 | 33,695 | 57,448 | 74,439 |
Compensation expense | $ 2,442 | $ 3,047 | $ 1,291 | |
Performance units awarded and outstanding | 0 | 33,695 | 87,122 | 161,561 |
Unit Awards[Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 0 | $ 4,645 | $ 0 | |
Performance units awarded and outstanding | 0 | 0 | 0 |
UNIT-BASED COMPENSATION Narra_2
UNIT-BASED COMPENSATION Narrative 2 - Restricted Units 1 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash payments made in connection with DERs | $ 2,534 | $ 2,396 | $ 2,093 |
Restricted units, domestic employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit-based compensation, vesting period | 5 years | ||
Restricted units, non-employee directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit-based compensation, vesting period | 3 years | ||
Restricted units, international employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit-based compensation, vesting period | 3 years | ||
Unit-based awards, vested (units) | 11,364 | ||
Unit-based awards, forfeited (units) | 10,396 |
UNIT-BASED COMPENSATION Table 2
UNIT-BASED COMPENSATION Table 2 - Restricted Unit Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit-based awards, beginning balance (units) | 2,705,203 | 2,441,003 | |
Unit-based awards, ending balance (units) | 2,992,793 | 2,705,203 | 2,441,003 |
Restricted units, employees and non-employee directors (NEDs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit-based awards, beginning balance (units) | 2,649,748 | 2,333,894 | 1,284,492 |
Unit-based awards, granted (units) | 1,206,824 | 1,049,081 | 1,454,998 |
Unit-based awards, vested (units) | (738,701) | (630,888) | (374,847) |
Unit-based awards, forfeited (units) | (125,078) | (102,339) | (30,749) |
Unit-based awards, ending balance (units) | 2,992,793 | 2,649,748 | 2,333,894 |
Weighted-average grant date fair value (per unit), period start | $ 16.57 | $ 17.70 | $ 27.48 |
Weighted-average grant date fair value (per unit), granted | 16.09 | 16.28 | 12.10 |
Weighted-average grant date fair value (per unit), vested | 17.79 | 20.07 | 28.47 |
Weighted-average grant date fair value (per unit), forfeited | 16.23 | 14.28 | 26.75 |
Weighted-average grant date fair value (per unit), period end | $ 16.08 | $ 16.57 | $ 17.70 |
UNIT-BASED COMPENSATION Narra_3
UNIT-BASED COMPENSATION Narrative 3 (Details) - Restricted Units 2 and Performance Units 1 $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) tranche shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Restricted Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of restricted units that vested during the period | $ 11,900 | $ 10,300 | $ 4,600 |
Units issued to satisfy award vestings, net of tax (units) | shares | 531,637 | 460,076 | 275,146 |
Unrecognized compensation cost | $ 45,600 | ||
Compensation cost not yet recognized, period for recognition | 3 years 8 months 12 days | ||
Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of restricted units that vested during the period | $ 800 | $ 800 | $ 4,200 |
Units issued to satisfy award vestings, net of tax (units) | shares | 29,840 | 31,366 | 93,440 |
Number of annual increments (tranches) in which awards vest | tranche | 3 | ||
Unit-based compensation, requisite service period | 1 year | ||
Performance Units [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Rate at which performance awards convert into common units or cash | 0% | ||
Performance Units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Rate at which performance awards convert into common units or cash | 200% |
UNIT-BASED COMPENSATION Table 3
UNIT-BASED COMPENSATION Table 3 - Summary of Performance Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unit-based awards, beginning balance (units) | 2,705,203 | 2,441,003 | |
Unit-based awards, ending balance (units) | 2,992,793 | 2,705,203 | 2,441,003 |
Performance Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance units awarded and outstanding, period start | 33,695 | 87,122 | 161,561 |
Unit-based awards, beginning balance (units) | 33,695 | 57,448 | 74,439 |
Performance units awarded | 0 | 4,021 | 0 |
Unit-based awards, granted (units) | 0 | 33,695 | 57,448 |
Performance awards, performance adjustment (units) | 14,839 | 72,951 | |
Unit-based awards, vested (units) | (48,534) | (53,427) | (147,390) |
Performance units forfeited (units) | (4,021) | ||
Performance units forfeited (units) | (4,021) | ||
Performance units awarded and outstanding, period end | 0 | 33,695 | 87,122 |
Unit-based awards, ending balance (units) | 0 | 33,695 | 57,448 |
Weighted-average grant date fair value (per unit), period start | $ 15.79 | $ 13.21 | $ 28.01 |
Weighted-average grant date fair value (per unit), granted | 0 | 15.79 | 13.21 |
Weighted-average grant date fair value (per unit), performance adjustment | 15.79 | 28.01 | |
Weighted-average grant date fair value (per unit), vested | 15.79 | 13.21 | 28.01 |
Weighted-average grant date fair value (per unit), forfeited | 13.21 | ||
Weighted-average grant date fair value (per unit), period end | $ 0 | $ 15.79 | $ 13.21 |
Performance target attained | 150% | 198% | |
Performance cash awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance cash awards, beginning of period, amount | $ 3,698 | $ 2,167 | $ 0 |
Performance cash awards granted, amount | 2,954 | 2,254 | 2,167 |
Performance cash awards, vested, amount | (1,507) | (672) | 0 |
Performance cash awards, awarded and forfeited in period, amount | (51) | ||
Performance cash awards, end of period, amount | $ 5,145 | $ 3,698 | $ 2,167 |
Units settled in connection with performance cash awards, before employee tax withholding requirements | 137,931 | 43,733 | |
Units issued in connection with performance cash awards | 84,778 | 26,704 |
UNIT-BASED COMPENSATION Narra_4
UNIT-BASED COMPENSATION Narrative 4 - Performance Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 26, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value of restricted units that vested during the period | $ 800 | $ 800 | $ 4,200 | |
Units issued to satisfy award vestings, net of tax (units) | 29,840 | 31,366 | 93,440 | |
Performance cash awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units issued in connection with performance cash awards | 84,778 | 26,704 | ||
Performance cash awards and performance unit awards | Subsequent Event [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units issued in connection with performance cash awards | 82,353 |
UNIT-BASED COMPENSATION Table 4
UNIT-BASED COMPENSATION Table 4 - Unit Awards (Details) - Share-based Payment Arrangement [Member] - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended |
Feb. 28, 2022 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date fair value, granted | $ 4,645 | $ 22,941 |
Unit-based awards, granted (units) | 280,685 | 834,224 |
Common Limited Partner [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of units (units) | 186,190 | 571,735 |
INCOME TAXES Table 1 - Componen
INCOME TAXES Table 1 - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
U.S. | $ 3,558 | $ 3,755 | $ 36 |
Foreign | 272 | 221 | 2,415 |
Foreign withholding tax | 355 | 1,281 | 0 |
Total current | 4,185 | 5,257 | 2,451 |
Deferred: | |||
U.S. | 341 | (93) | 300 |
Foreign | (1,287) | (531) | (621) |
Foreign withholding tax | 0 | (745) | 533 |
Total deferred | (946) | (1,369) | 212 |
Income tax expense | $ 3,239 | $ 3,888 | $ 2,663 |
INCOME TAXES Table 2 - Tax Effe
INCOME TAXES Table 2 - Tax Effects of Temporary Differences (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Net operating losses | $ 17,710 | $ 20,005 |
Capital loss | 3,714 | 3,735 |
Other | 793 | 625 |
Total deferred income tax assets | 22,217 | 24,365 |
Less: Valuation allowance | (21,573) | (23,718) |
Net deferred income tax assets | 644 | 647 |
Deferred income tax liabilities: | ||
Property, plant and equipment | (3,534) | (11,884) |
Foreign withholding tax | (286) | (272) |
Other | (43) | (322) |
Total deferred income tax liabilities | (3,863) | (12,478) |
Net deferred income tax liability | $ (3,219) | $ (11,831) |
INCOME TAXES Narrative 1 - Oper
INCOME TAXES Narrative 1 - Operating Loss Carryforwards - Valuation Allowarnces (Details) $ in Millions | Dec. 31, 2022 USD ($) |
U.S. [Member] | 2032 through 2034 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 51.1 |
U.S. [Member] | After December 31, 2017 | indefinite [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 5.2 |
Foreign [Member] | 2023 through 2033 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 23.3 |
INCOME TAXES Narrative 2 - Capi
INCOME TAXES Narrative 2 - Capital Loss Carryforwards (Details) $ in Millions | Dec. 31, 2022 USD ($) |
U.S. [Member] | 2024 [Member] | |
Capital Loss Carryforwards [Line Items] | |
Capital loss carryforward, subject to limitations | $ 17.7 |
INCOME TAXES Narrative 3 - Valu
INCOME TAXES Narrative 3 - Valuation Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 21,573 | $ 23,718 |
U.S. [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Change in valuation allowance | (2,300) | |
Foreign [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Change in valuation allowance | $ 100 |
SEGMENT INFORMATION Table 1 - R
SEGMENT INFORMATION Table 1 - Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Depletion and Amortization [Abstract] | |||
Other depreciation and amortization expense | $ 7,358 | $ 7,792 | $ 8,625 |
Total depreciation and amortization expense | 259,236 | 274,380 | 285,101 |
Operating income (loss): | |||
General and administrative expenses | 117,116 | 113,207 | 102,716 |
Other depreciation and amortization expense | 7,358 | 7,792 | 8,625 |
Operating income (loss) | 408,813 | 236,454 | 209,102 |
Pipeline Segment | |||
Revenues: | |||
Revenues | 828,191 | 762,238 | 718,823 |
Storage Segment | |||
Revenues: | |||
Revenues | 334,549 | 427,668 | 494,442 |
Operating Segments Net of Intersegment Eliminations | |||
Revenues: | |||
Revenues | 1,683,223 | 1,618,500 | 1,481,564 |
Operating Segments [Member] | |||
Depreciation, Depletion and Amortization [Abstract] | |||
Depreciation and amortization expense | 251,878 | 266,588 | 276,476 |
Operating income (loss): | |||
Operating income (loss) | 533,287 | 357,453 | 320,443 |
Operating Segments [Member] | Pipeline Segment | |||
Revenues: | |||
Revenues | 828,191 | 762,238 | 718,823 |
Depreciation, Depletion and Amortization [Abstract] | |||
Depreciation and amortization expense | 178,802 | 179,088 | 177,384 |
Operating income (loss): | |||
Operating income (loss) | 438,670 | 321,472 | 118,429 |
Operating Segments [Member] | Storage Segment | |||
Revenues: | |||
Revenues | 334,549 | 427,668 | 494,442 |
Depreciation, Depletion and Amortization [Abstract] | |||
Depreciation and amortization expense | 73,076 | 87,500 | 99,092 |
Operating income (loss): | |||
Operating income (loss) | 61,081 | 24,800 | 189,781 |
Operating Segments [Member] | Fuels Marketing Segment | |||
Revenues: | |||
Revenues | 520,486 | 428,608 | 268,345 |
Operating income (loss): | |||
Operating income (loss) | 33,536 | 11,181 | 12,233 |
Intersegment Eliminations [Member] | |||
Revenues: | |||
Revenues | (3) | (14) | (46) |
Corporate, Non-Segment [Member] | |||
Depreciation, Depletion and Amortization [Abstract] | |||
Other depreciation and amortization expense | 7,358 | 7,792 | 8,625 |
Operating income (loss): | |||
General and administrative expenses | 117,116 | 113,207 | 102,716 |
Other depreciation and amortization expense | $ 7,358 | $ 7,792 | $ 8,625 |
SEGMENT INFORMATION Table 2 - R
SEGMENT INFORMATION Table 2 - Revenues by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
United States | |||
Revenues By Geographic Areas | |||
Revenues | $ 1,667,672 | $ 1,582,672 | $ 1,441,892 |
Foreign | |||
Revenues By Geographic Areas | |||
Revenues | 15,551 | 35,828 | 39,672 |
United States and Foreign | |||
Revenues By Geographic Areas | |||
Revenues | $ 1,683,223 | $ 1,618,500 | $ 1,481,564 |
SEGMENT INFORMATION Narrative (
SEGMENT INFORMATION Narrative (Details) - Revenue Benchmark [Member] - Valero Energy Corporation [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | |||
Revenues | $ 307.3 | $ 308.5 | $ 295.1 |
Customer Concentration Risk | |||
Revenue, Major Customer [Line Items] | |||
Largest customer percentage of revenue | 18% | 19% | 20% |
SEGMENT INFORMATION Table 3 - P
SEGMENT INFORMATION Table 3 - Property, Plant, and Equipment, Net, by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-Lived Assets By Geographic Areas | ||
Long-lived assets | $ 3,403,083 | $ 3,541,642 |
United States | ||
Long-Lived Assets By Geographic Areas | ||
Long-lived assets | 3,359,427 | 3,428,441 |
Foreign | ||
Long-Lived Assets By Geographic Areas | ||
Long-lived assets | $ 43,656 | $ 113,201 |
SEGMENT INFORMATION Table 4 - A
SEGMENT INFORMATION Table 4 - Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Information | ||
Total consolidated assets | $ 4,973,686 | $ 5,156,332 |
Operating Segments [Member] | ||
Segment Information | ||
Total consolidated assets | 4,837,057 | 5,019,871 |
Operating Segments [Member] | Pipeline Segment | ||
Segment Information | ||
Total consolidated assets | 3,360,685 | 3,441,272 |
Operating Segments [Member] | Storage Segment | ||
Segment Information | ||
Total consolidated assets | 1,438,609 | 1,537,037 |
Operating Segments [Member] | Fuels Marketing Segment | ||
Segment Information | ||
Total consolidated assets | 37,763 | 41,562 |
Corporate, Non-Segment [Member] | ||
Segment Information | ||
Total consolidated assets | $ 136,629 | $ 136,461 |
SEGMENT INFORMATION Table 5 - C
SEGMENT INFORMATION Table 5 - Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information | |||
Capital expenditures | $ 140,630 | $ 181,133 | $ 198,079 |
Corporate, Non-Segment [Member] | |||
Segment Information | |||
Capital expenditures | 2,978 | 1,750 | 3,779 |
Pipeline Segment | |||
Segment Information | |||
Capital expenditures | 90,430 | 67,340 | 122,512 |
Storage Segment | |||
Segment Information | |||
Capital expenditures | $ 47,222 | $ 112,043 | $ 71,788 |