UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2013
NuStar Energy L.P.
(Exact name of registrant as specified in its charter)
Delaware |
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001-16417 |
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74-2956831 |
(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
19003 IH-10 West
San Antonio, Texas 78257
(Address of principal executive offices)
(210) 918-2000
(Registrants telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On Wednesday, May 22, 2013, senior management of NuStar Energy L.P. (the Partnership) will make a presentation (the Presentation) to investors at the 2013 Master Limited Partnership Investor Conference, sponsored by the National Association of Publicly Traded Partnerships, in Stamford, Connecticut at 10:15 a.m. (Eastern Time). The slides attached to this report were prepared in connection with the Presentation. The slides are included in Exhibit 99.1 to this report and are incorporated herein by reference. The slides will be available on the Investors section of Partnerships website at www.nustarenergy.com. Additionally, a live audio webcast and replays of the Presentation will be available beginning at approximately 10:15 a.m. (Eastern Time) on May 22, 2013 on the Investors section of the Partnerships website at www.nustarenergy.com.
The information in this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 and 9.01 of this report will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Partnership or any of its affiliates.
The exhibit to this report may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. It is important to note that the Partnerships actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the Partnerships Annual Report on Form 10-K and other documents that the Partnership has filed with the Securities and Exchange Commission. In addition, we do not intend to update these statements unless it is required by the securities laws to do so, and we undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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EXHIBIT |
Exhibit 99.1 |
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Slides from presentation to be used on May 22, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NUSTAR ENERGY L.P. | |||
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By: |
Riverwalk Logistics, L.P. | ||
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its general partner | ||
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By: |
NuStar GP, LLC | |
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its general partner | |
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Date: May 22, 2013 |
By: |
/s/ Amy L. Perry | ||
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Name: |
Amy L. Perry | ||
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Title: |
Vice President, Assistant General Counsel and | ||
EXHIBIT INDEX
Exhibit Number |
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EXHIBIT |
Exhibit 99.1 |
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Slides from presentation to be used on May 22, 2013. |
Exhibit 99.1
2013 Master Limited Partnership Investor Conference Curt Anastasio, President and CEO May 22, 2013 |
2 Statements contained in this presentation that state managements expectations or predictions of the future are forward-looking statements as defined by federal securities law. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this presentation. These forward-looking statements can generally be identified by the words "anticipates," "believes," "expects," "plans," "intends," "estimates," "forecasts," "budgets," "projects," "could," "should," "may" and similar expressions. These statements reflect our current views with regard to future events and are subject to various risks, uncertainties and assumptions. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the companys expectations. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see NuStar Energy L.P.s and NuStar GP Holdings, LLCs respective annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission and available on NuStars websites at www.nustarenergy.com and www.nustargpholdings.com. We use non-generally accepted accounting principles (non-GAAP) financial measures in this presentation, and our reconciliations of non-GAAP financial measures to our GAAP financial statements are located in the appendix to this presentation. These non-GAAP measures should not be considered an alternative to GAAP financial measures. Forward Looking Statements |
NuStar Overview 3 |
4 Two Publicly Traded Companies NuStar Energy L.P. (NYSE: NS) is a publicly traded partnership with a market capitalization of approximately $3.9 billion and an enterprise value of approximately $6.2 billion NuStar GP Holdings, LLC (NYSE: NSH) holds the 2% general partner interest, incentive distribution rights and 13.0% of the common units in NuStar Energy L.P. NSH has a market capitalization of around $1.3 billion 81.2% Membership Interest 85.0% L.P. Interest Public Unitholders 34.6 million NSH Units Public Unitholders 67.6 million NS Units 18.8% Membership Interest 2.0% G.P. Interest 13.0% L.P. Interest Incentive Distribution Rights William E. Greehey 8.0 million NSH Units NYSE: NSH NYSE: NS NS NSH IPO Date 4/16/2001 7/19/2006 Unit Price (05/17/13) $49.66 $30.67 Annualized Distribution/Unit $4.38 $2.18 Yield (05/17/13) 8.82% 7.11% Market Capitalization $3,868 million $1,307 million Enterprise Value $6,170 million $1,323 million Credit Ratings Moodys Ba1/Stable n/a S&P BB+/Stable n/a Fitch BB/Stable n/a |
5 Large and Diverse Geographic Footprint with Assets in Key Locations Asset Stats: Operations in the U.S., Canada, Mexico, the Netherlands, including St. Eustatius in the Caribbean, the United Kingdom and Turkey. Own 88 terminal and storage facilities Approximately 97 million barrels of storage capacity 8,621 miles of crude oil and refined product pipelines 50% interest in a joint venture that owns a terminal and an asphalt refinery with throughput capacity of 74 MBPD |
6 Diversified Operations from Three Business Segments Percentage of Full Year 2012 Segment Operating Income Storage: 53% Refined Product Terminals Crude Oil Storage Pipeline: 43% Refined Product Pipelines* Crude Oil Pipelines Fuels Marketing: 4% Product Supply, Crude Oil Trading, Bunkering and Fuel Oil Marketing Approximately 96% of NuStar Energys 2012 segment operating income, after excluding asphalt operations and the San Antonio refinery, came from fee-based Storage and Pipeline segments Storage and Pipeline segments should account for around 90% of 2013 segment operating income * Includes primarily distillates, gasoline, propane, jet fuel, ammonia and other light products. Does not include natural gas. 53% 43% 4% |
7 Distributions for both NS and NSH have grown every year since IPOs NS Distribution ($ per Unit) ~5.6% CAGR * Annualized Distribution NSH Distribution ($ per Unit) ~8.7% CAGR * * 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 $2.40 $2.75 $2.95 $3.20 $3.37 $3.60 $3.84 $4.09 $4.25 $4.28 $4.36 $4.38 2006 2007 2008 2009 2010 2011 2012 $1.28 $1.38 $1.58 $1.73 $1.87 $1.98 $2.11 |
8 Strategic Redirection and Change in Focus as NuStar Moves into 2013 Strategic redirection involved minimizing exposure to margin- based operations Sold 50% of our Asphalt business on September 28, 2012 Sold San Antonio refinery on January 1, 2013 Currently focused on growing fee-based side of business Closed on Eagle Ford Shale crude oil pipeline acquisition in December 2012 Internal growth projects in Eagle Ford Shale Continued development of our strategically located storage terminals |
9 Fuels Marketing Segment |
10 Fuels Marketing Segment Volatility Should be Reduced due to Less Refining Exposure Effective September 28, 2012, as a result of selling 50% of the Asphalt business, we deconsolidated those results from NuStars financial statements Transaction provided NuStar with around $450 million in cash proceeds to pay down outstanding debt After January 1, 2013 sale of the San Antonio refinery this segment is entirely composed of the remaining Fuels Marketing operations Fuels Marketing operations are expected to generate $20 to $40 million of EBITDA in 2013 and 2014 Reduced worldwide demand and increased supply putting pressure on bunker margins 1 1 Please see slide 29 for a reconciliation of Fuels Marketing Segment EBITDA to its most directly comparable GAAP measure, Operating Income |
11 Storage Segment |
12 Expect EBITDA to Continue to Grow in Storage Segment Storage Segment EBITDA ($ in Millions)1 Storage Contract Renewals (% as 04/09/2013) Outlook 2013 segment EBITDA expected to be $10 to $30 million higher than 2012 Segment should benefit from a full year of EBITDA relating to rail car offloading facility project completed in April 2012 at our St. James, LA terminal facility Benefits from storage expansions completed in early 2013 at St. Eustatius and St. James, LA terminal facility projected to be partially offset by reduced profit sharing proceeds from one of our terminal facilities 1 Please see slide 30 for a reconciliation of Storage Segment EBITDA to its most directly comparable GAAP measure, Operating Income 1 Please see slide 30 for a reconciliation of Storage Segment EBITDA to its most directly comparable GAAP measure, Operating Income 1 2006 2007 2008 2009 2010 2011 2012 $162 $177 $208 $242 $256 $281 $288 < 1 Year 1 to 3 Years 3 to 5 Years > 5 Years 41% 25% 22% 12% |
13 Storage Expansion Continues at our St. James, Louisiana Terminal Currently have 9 million barrels of storage capacity at St. James In the middle of a 1.4 million barrel expansion project 700,000 barrels completed in January 2013 Additional 700,000 barrels projected to be completed in 1st quarter of 2014 Project costs estimated at about $45 million EBITDA projected to be approximately $8 million per year In discussions with major oil companies about additional expansion opportunities 1 Please see slide 30 for a reconciliation of EBITDA to its most directly comparable GAAP measure, Operating Income 1 |
14 2nd St. James Unit Train Project Recent commitment from a third party supports the construction of 2nd unit train unloading facility at our St. James Terminal that is similar to our current rail facility Estimated project costs around $45 million Estimated in-service 4th quarter 2013 Annual EBITDA estimated in the $15 to $20 million range St. James Unit Train 1 Please see slide 30 for a reconciliation of EBITDA to its most directly comparable GAAP measure, Operating Income 1 |
15 Pipeline Segment |
16 Growth in Eagle Ford Shale Region Expected to Lead to Future Growth in Pipeline Segment EBITDA Pipeline Segment EBITDA ($ in Millions)1 Pipeline Receipts by Commodity Other* 9% Crude Oil 46% Gasoline 27% Distillate 18% *Other includes ammonia, jet fuel, propane, naphtha and light end refined products Outlook 2013 segment EBITDA expected to be $60 to $80 million higher than 2012 Eagle Ford pipeline expansion projects completed in last half of 2012 and late 2013 plus benefits from the December 2012 TexStar acquisition should contribute to the higher earnings 1 Please see slide 31 for a reconciliation of Pipeline Segment EBITDA to its most directly comparable GAAP measure, Operating Income 1 2006 2007 2008 2009 2010 2011 2012 $170 $176 $186 $190 $199 $197 $211 |
17 To Date NuStar Has Completed Four Internal Growth Projects in the Eagle Ford Shale Region NuStar was one of the first to transport Eagle Ford Shale region crude oil via pipeline Four completed projects include: Reactivation of Pettus to Corpus Christi pipeline Reversal of 8-inch Corpus to Three Rivers refined products pipeline Connection of 16-inch Corpus to Three Rivers crude oil pipeline to 12-inch TexStar crude oil pipeline system Construction of a new 12-inch crude oil pipeline Total capital spent to date around $150 million Expected to generate EBITDA of around $30 million per year 1 Please see slide 31 for a reconciliation of EBITDA to its most directly comparable GAAP measure, Operating Income 1 |
18 In Mid-November 2012 Signed an Agreement with ConocoPhillips to Further Expand Capacity in Eagle Ford Shale Region NuStar will construct a 100 thousand barrel terminal facility, truck offloading facilities and a pipeline connection to NuStars existing 12 Pettus line 12 Pettus line will connect to NuStars Three Rivers to Corpus 16 line giving ConocoPhillips the ability to move Eagle Ford production to Corpus Christi Capacity of 12 Pettus line 100 thousand BPD Agreement provides ConocoPhillips with 30 to 60 thousand BPD of shipping capacity Projected completion in the 4th quarter of 2013 10-year take or pay agreement supports this project Dock expansion at Corpus Christi North Beach Terminal will give ConocoPhillips and other customers more options to move Eagle Ford crude Projected completion in the 1st quarter of 2014 Total NuStar spending should be $120 to $140 million Should generate about $15 million of annual EBITDA Small benefit in 2013 but majority in 2014 and thereafter 1 Please see slide 31 for a reconciliation of EBITDA to its most directly comparable GAAP measure, Operating Income 1 |
19 During December 2012 Crude Oil Pipeline Acquisition from TexStar allows NuStar to become One of the Largest Players in the Eagle Ford Shale Region In December 2012, almost simultaneously with the completion of the connection of 16 Corpus to Three Rivers Pipeline to TexStar Pipeline system, NuStar acquired TexStars 140 - miles of crude oil transmission and gathering lines as well as five storage terminals for $325 million Further integrates NuStar with producers and marketers of Eagle Ford Shale region crude oil Provides NuStar with access to dedicated production acreage Provides Eagle Ford Shale region crude oil producers the ability to move production to Corpus Christi Crude oil producers also have access to NuStars Corpus Christi storage and dock space that can be utilized for shipments to other markets Currently shipping around 90 thousand BPD on this line Throughputs should increase to around 100 thousand BPD by the end of 2013 Acquisition expected to provide $10 to $30 million of EBITDA in 2013. EBITDA should increase to $50 to $70 million by 2015 1 1 1 Please see slide 31 for a reconciliation of EBITDA to its most directly comparable GAAP measure, Operating Income |
20 Current NuStar Eagle Ford Presence |
21 NuStars Throughputs in Eagle Ford Expected to Increase 150 225 375 236 346 476 0 100 200 300 400 500 4Q 2012 4Q 2013 4Q 2014 Throughputs (MBPD) Capacity (MBPD) |
22 Financial Overview |
23 Capital Structure as of March 31, 2013 (Dollars in Millions) $1.2 billion Credit Facility $280 NuStar Logistics Notes (4.75%) 259 NuStar Logistics Notes (4.80%) 476 NuStar Logistics Notes (8.15%) 353 NuStar Logistics Jr. Sub Notes (7.625%) 403 NuStar Pipeline Notes (5.875%) 250 GO Zone Bonds 365 Other Debt 32 Total Debt $2,418 Total Partners Equity 2,509 Total Capitalization $4,927 Debt values are adjusted for unamortized discounts and fair value adjustments as of March 31, 2013 |
24 Debt Maturity Profile Debt Maturities as of March 31, 2013 ($ in Millions) Debt structure approximately 73% fixed rate 27% variable rate $0 $250 $500 $750 $1,000 2013 2017 2018 2020 2022 2038-2041 $250 $350 $450 $250 $32 $403 Jr. Sub Notes UK Term Loan GO Zone Financing Sr. Unsecured Notes Revolver $365 $280 $282 $753 |
25 Internal Growth Project Spending Continues to Increase....2013 internal growth spending should be in the $400 to $450 million range (Dollars in Millions) $0 $100 $200 $300 $400 2009 2010 2011 2012 $164 $219 $294 $374 2009 - 2012 Internal Growth Project Spending |
26 2nd Quarter 2013 Guidance EBITDA in the Pipeline and Fuels Marketing segments should be higher than the 1st quarter of 2013 However, Storage segment results expected to be lower Continued weak results in the Asphalt JV could have a negative impact on 2nd Quarter EPU but will not impact DCF EPU expected to be in the range of $0.00 to $0.20 per unit DCF per LP unit should be in the range of $0.40 to $0.60 per unit $15 to $20 million of reliability capital projected for the quarter versus $6 million in 1Q 2013 |
27 NuStar Highlights High quality, large and diverse asset footprint supporting energy infrastructure both in the U.S. and internationally Contracted fee-based storage and transportation assets provide stable cash flows, delivering approximately 96% of 2012 segment operating income Diverse and high quality customer base composed of large integrated oil companies, national oil companies and refiners Strong balance sheet, credit metrics and commitment to obtaining investment grade credit ratings Experienced and proven management team with substantial equity ownership and industry experience Recognized nationally for safety and environmental record as well as one of Fortunes Best Places to Work |
Appendix 28 |
Reconciliation of Non-GAAP Financial Information: Fuels Marketing Segment 29 (Unaudited, Dollars in Thousands) The following is a reconciliation of projected incremental operating income to projected incremental EBITDA for the Fuels Marketing Segment: Years Ended December 31, 2013 and 2014 Projected operating income range $ 20,000 - 40,000 Plus projected depreciation and amortization expense range - Projected annual EBITDA range $ 20,000 - 40,000 NuStar Energy L.P. utilizes a financial measure, EBITDA, that is not defined in United States generally accepted accounting principles. Management uses this financial measure because it is a widely accepted financial indicator used by investors to compare partnership performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of the partnership's assets. EBITDA is not intended nor presented as an alternative to net income. EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with United States generally accepted accounting principles. EBITDA in the following reconciliations relate to our operating segments. For purposes of segment reporting we do not allocate general and administrative expenses to our reported operating segments because those expenses relate primarily to the overall management at the entity level. Therefore, EBITDA reflected in the following reconciliations exclude any allocation of general and administrative expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure. |
NuStar Overview 30 Reconciliation of Non-GAAP Financial Information: Storage Segment 30 (Unaudited, Dollars in Thousands) The following is a reconciliation of operating income to EBITDA for the Storage Segment: 2006 2007 2008 2009 2010 2011 2012 Operating income 108,486 $ 114,635 $ 141,079 $ 171,245 $ 178,947 $ 193,395 $ 194,567 $ Plus depreciation and amortization expense 53,121 62,317 66,706 70,888 77,071 87,737 93,449 EBITDA 161,607 $ 176,952 $ 207,785 $ 242,133 $ 256,018 $ 281,132 $ 288,016 $ Year Ended December 31, 2013 Projected incremental operating income range $ 3,000 - 20,000 Plus projected incremental depreciation and amortization expense range 7,000 - 10,000 Projected incremental EBITDA range $ 10,000 - 30,000 St. James, LA Terminal Expansion Project St. James, LA 2nd Unit Train Project Projected annual operating income range $ 7,000 - 6,000 $ 14,000 - 17,000 Plus projected annual depreciation and amortization expense range 1,000 - 2,000 1,000 - 3,000 Projected annual EBITDA 8,000 $ $ 15,000 - 20,000 The following are reconciliations of projected annual operating income to projected annual EBITDA for certain projects in our Storage Segment related to our internal growth program: The following is a reconciliation of projected incremental operating income to projected incremental EBITDA for the Storage Segment: Year Ended December 31, NuStar Energy L.P. utilizes a financial measure, EBITDA, that is not defined in United States generally accepted accounting principles. Management uses this financial measure because it is a widely accepted financial indicator used by investors to compare partnership performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of the partnership's assets. EBITDA is not intended nor presented as an alternative to net income. EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with United States generally accepted accounting principles. EBITDA in the following reconciliations relate to our operating segments. For purposes of segment reporting we do not allocate general and administrative expenses to our reported operating segments because those expenses relate primarily to the overall management at the entity level. Therefore, EBITDA reflected in the following reconciliations exclude any allocation of general and administrative expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure. |
NuStar Overview 31 Reconciliation of Non-GAAP Financial Information: Pipeline Segment 31 (Unaudited, Dollars in Thousands) The following is a reconciliation of operating income to EBITDA for the Pipeline Segment: 2006 2007 2008 2009 2010 2011 2012 Operating income 122,714 $ 126,508 $ 135,086 $ 139,869 $ 148,571 $ 146,403 $ 158,590 $ Plus depreciation and amortization expense 47,145 49,946 50,749 50,528 50,617 51,165 52,878 EBITDA 169,859 $ 176,454 $ 185,835 $ 190,397 $ 199,188 $ 197,568 $ 211,468 $ Year Ended December 31, 2013 Projected incremental operating income range $ 50,000 - 60,000 Plus projected incremental depreciation and amortization expense range 10,000 - 20,000 Projected incremental EBITDA range $ 60,000 - 80,000 Completed Eagle Ford Expansion Projects ConocoPhillips Eagle Ford Project Projected annual operating income range $ 26,000 - 25,000 $ 12,000 - 10,000 Plus projected annual depreciation and amortization expense range 4,000 - 5,000 3,000 - 5,000 Projected annual EBITDA 30,000 $ 15,000 $ Year Ended Year Ended December 31, 2013 December 31, 2015 Projected operating income range $ 1,000 - 19,000 $ 35,000 - 52,000 Plus projected depreciation and amortization expense range 9,000 - 11,000 15,000 - 18,000 Projected EBITDA range $ 10,000 - 30,000 $ 50,000 - 70,000 The following is a reconciliation of projected operating income to projected EBITDA for the TexStar Asset Acquisition: The following are reconciliations of projected annual operating income to projected annual EBITDA for certain projects in our Pipeline Segment related to our internal growth program: The following is a reconciliation of projected incremental operating income to projected incremental EBITDA for the Pipeline Segment: NuStar Energy L.P. utilizes a financial measure, EBITDA, that is not defined in United States generally accepted accounting principles. Management uses this financial measure because it is a widely accepted financial indicator used by investors to compare partnership performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of the partnership's assets. EBITDA is not intended nor presented as an alternative to net income. EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with United States generally accepted accounting principles. EBITDA in the following reconciliations relate to our operating segments. For purposes of segment reporting we do not allocate general and administrative expenses to our reported operating segments because those expenses relate primarily to the overall management at the entity level. Therefore, EBITDA reflected in the following reconciliations exclude any allocation of general and administrative expenses consistent with our policy for determining segmental operating income, the most directly comparable GAAP measure. Year Ended December 31, |