8-K

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 24, 2010

NuStar Energy L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-16417	74-2956831
State or other jurisdiction Of incorporation	(Commission File Number)	(IRS Employer Identification No.)

2330 North Loop 1604 West San Antonio, Texas	78248
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (210) 918-2000

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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.

Senior management of NuStar Energy L.P. (the “Company”) will make a presentation to investors at meetings coordinated by JPMorgan on Monday, May 24, 2010 in New York, New York (the “Presentation”). 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 Company’s 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 Company 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 Company 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 Company or any of its affiliates.

Safe Harbor Statement

Statements contained in the exhibit to this report state the Company’s or its management’s expectations or predictions of the future and are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company 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.

99.1 Slides from presentation to be used on May 24, 2010.

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.

	NuStar Energy L.P.
	By:	Riverwalk Logistics, L.P., its general partner
		By:  NuStar GP, LLC, its general partner
Date: May 24, 2010	By:	/s/ Bradley C. Barron
		Bradley C. Barron
		Senior Vice President and General Counsel

EXHIBIT INDEX

Number	Exhibit
99.1	Slides from presentation to be used on May 24, 2010.

EX-99.1

Fixed Income Investor Presentation

May 2010

Exhibit 99.1

Statements contained in this presentation that state management’s

expectations or predictions of the future are forward-looking statements

intended to be covered by the safe harbor provisions of the Securities Act of

1933 and the Securities Exchange Act of 1934.  The words “believe,”

“expect,”

“should,”

“estimates,”

and other similar expressions identify

forward-looking

statements.

It

is

important

to

note

that

actual

results

could

differ materially from those projected in such forward-looking statements. 

We undertake no duty to update any forward-looking statement to conform

the statement to actual results or changes in the company’s 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,

LLC’s

respective

annual

reports

on

Form

10-K

and

quarterly reports on Form 10-Q, filed with the Securities and Exchange

Commission

and

available

on

NuStar’s

websites

at

www.nustarenergy.com

and

www.nustargp.com.

Forward Looking Statements

2

NuStar

Overview

3

NuStar

Energy L.P. (NYSE: NS) is a

leading publicly traded partnership with

a market capitalization of around $3.5

billion and an enterprise value of

approximately $5.2 billion

One of the largest independent

petroleum pipeline and terminal

operators in the U.S. and one of the

largest asphalt refiners and marketers in

the U.S.

NuStar

GP Holdings, LLC (NYSE:

NSH) holds the 2% general partner

interest, 15.5% of the common units

and incentive distribution rights in

NuStar

Energy L.P. with a market

capitalization of around $1.1 billion

NuStar

Overview –

Two Publicly Traded Companies

NS

NSH

IPO Date:

4/16/2001

7/19/2006

Unit Price (5/19/10):

$54.68

$26.35

Annual Distribution/Unit:

$4.26

$1.80

Yield (5/19/10):

7.79%

6.83%

Debt Balance (3/31/10 Pro Forma)

$1,652 million

$14.3 million

Market Capitalization:

$3,533 million

$1,121 million

Enterprise Value:

$5,166 million

$1,135 million

Total Assets (3/31/10):

$4,858 million

$592 million

Debt/Cap. (3/31/10 Pro Forma):

38.2%

n/a

Credit

Ratings

–

Moody’s

Baa3/Stable

n/a

S&P and Fitch

BBB-/Stable

n/a

4

83.1%

Membership Interest

82.5%

L.P. Interest

Public Unitholders

35.4 Million NSH Units

Public Unitholders

54.4 Million NS Units

16.9%

Membership

Interest

2.0% G.P. Interest

15.5% L.P. Interest

Incentive Distribution Rights

William E. Greehey

7.2 Million NSH Units

NYSE:  NSH

NYSE: NS

High quality, large and diverse asset footprint with operations in eight different countries including

the U.S., Mexico, Netherlands, Netherland Antilles (i.e. Caribbean), England, Ireland, Scotland

and Canada

Fourth largest independent liquids terminal operator in the world and second largest in the U.S.

No. 1 asphalt producer on the East Coast and No. 3 asphalt producer in the U.S.

What Sets NuStar

Apart from its Peers

5

Commitment

to

investment

grade

ratings

with

balanced

issuance

of

debt

and

equity

to

fund

growth

Lower cost of capital than majority of peers

Top Incentive Distribution Rights (IDRs) capped at 25% vs. 50% for most MLPs

Strong corporate culture of taking care of employees, making safety a top priority, achieving

operational excellence and contributing time and money to our communities

Recognized in 2009 as one of the best places to work for in America and for our strong safety record

Experienced and proven management team with substantial equity ownership and industry

experience

Asset Stats:

Operations in eight different

countries including the U.S., Mexico,

Netherlands, Netherlands Antilles

(i.e. Caribbean), England, Ireland,

Scotland and Canada

8,417 miles of crude oil and refined

product pipelines

Own 86 storage facilities

Over 91 million barrels of storage

capacity

2 asphalt refineries on the U.S. East

Coast capable of processing

104,000 bpd of crude oil

Large and Diverse Geographic Footprint               

with Assets in Key Locations

6

Percentage of 2009

Segment Operating Income

Approximately 84% of NuStar

Energy’s segment operating income in 2009 came from fee-

based transportation and storage segments

Remainder of 2009 segment operating income related to margin-based asphalt and fuels

marketing segment

Storage: 46%

Transportation: 38%

Refined Product Terminals

Crude Oil Storage

Refined Product Pipelines*

Crude Oil Pipelines

Asphalt & Fuels Marketing: 16%

Asphalt

Fuels Marketing

Product Supply, Wholesale and Fuel Oil

Marketing

Bunkering

Diversified Operations from Three

Business Segments

*  Includes primarily distillates, gasoline, propane, jet fuel, ammonia and other light products.  Does not include natural gas.

7

174

104

102

91

85

60

39

34

31

28

25

24

20

16

12

10

8

8

Independent Liquids Storage Capacity

(Millions of Barrels)

Global Leader in Independent                      

Liquids Storage

Of the roughly 91 million barrels of storage capacity, approximately 50 million barrels are crude oil

and

heavy

fuel

products,

39

million

barrels

are

refined

products

and

2

million

barrels

are

biofuels

Source:  Company Websites & Management Presentations

8

Note:

2005

and

2006

distributable

cash

flow

are

from

continuing

operations

Increasing Distributable Cash Flows at NS Has Fueled Solid Distribution

Growth at Both NS and NSH Every Year Since Their  IPOs

9

NS Distribution ($ per Unit)

~7.5% CAGR

* Annualized

Distribution

*

NS Distributable Cash Flows ($ in Millions)

$56

$68

$86

$102

$154

$214

$319

$346

2001

2002

2003

2004

2005

2006

2007

2008

2009

$221

NuStar

Energy L.P.’s Distribution has been Covered by the Non-Asphalt

Operations Distributable Cash Flows Since Asphalt Acquisition in

March 2008

March 2008 –

March 2010

Non-Asphalt Operations Distributable Cash Flows              

$649.5*

Total Distribution

597.7

Excess Distributable Cash Flows

$51.8

% of Distribution Covered by

Non-Asphalt Operations Distributable Cash Flows

109%

Asphalt Operations EBITDA

$154.4**

Asphalt Operations Distributable Cash Flows

$47.1**

(Dollars in Millions)

*   Includes transportation, storage and fuels marketing operations

**  Includes $61 million 2008 hedging loss.  Adjusted Asphalt EBITDA was $215 million and adjusted distributable cash

flows were $108 million without the hedging loss.

10

2010 Outlook

12

2010 results expected to be comparable to 2009

Most industry experts are predicting that 2010 product demand should recover slightly as the economy improves,

net of fuel efficiency estimates

Refinery utilization is projected to be in the range of 80% to 90%

Refined product demand growth expected to be less in the U.S. and primarily international, mainly the Far East, Middle

East and parts of Latin America

Expect

NuStar’s

throughput

volumes

to

increase

slightly

in

2010

compared

to

2009,

excluding

the

impact

of

the

assets sales, and in-line with our view of a modest economic recovery

Recently

announced

refinery

closures

and

proposed

refinery

sales

not

expected

to

impact

NuStar’s

results

Higher natural gas prices and higher power costs could negatively impact results

Based on 2009 PPI figures, tariffs will decrease by (1.3%) starting July 1, 2010

2010 calendar year rates should be slightly higher than 2009 calendar year rates

First six months of 2010 benefitting from 7.6% tariff increase on July 1, 2009

Transportation Segment EBITDA ($ in

Millions)

2009 Pipeline Receipts by Commodity

2010

Outlook

–

Transportation

Segment

Continues to Generate Stable, Fee-Based Income

Gasoline

32%

Other*

68%

*Other includes crude oil, fuel oil, ammonia, jet fuel,

propane, naphtha and light refined product ends

13

NuStar

has generated strong earnings growth in its

storage segment mainly due to:

$400 million construction program started in 2006

and completed in 2009

Higher rates on storage contract renewals.

Targeting an incremental $12 to $16 million of EBITDA

in 2010 as a result of  growth projects completed in late 

2009 & 2010 and continued increasing  rates on storage

contract renewals.

Refined product demand growth outside the U.S. should

continue

to

benefit

companies

like

NuStar

that

are

developing international storage opportunities

Storage Segment EBITDA ($ in Millions)

Storage Contract Renewals (% of Revenues)

1 Year

or Less

1 to 3

Years

3 to 5

Years

Greater

Than 5

Years

Flatter contango

market not expected to impact

NuStar

as we continue to sign up large credit

worthy customers under long-term contracts

Since approximately 90% of our revenues come

from leased assets, throughputs are not expected

to have a material impact on storage results

2010 Outlook –

Storage Segment

Internal Growth Projects Contribute

to Increased Earnings

2006

2007

2008

2009

$162

$177

$208

$242

2008 & 2009 adjusted EBITDA contribution from the

asphalt operations excluding the large 2008 crude oil

hedging loss, was just over $220 million, which is in

line with acquisition economics

Asphalt inventories are at low-levels as lower than

normal production and imports  have resulted in lower

than normal inventory levels despite weak demand

2009 winter-fill season was atypical as prices

increased during this time  and supply was tight

resulting in fewer suppliers building inventories

14

Expect improved results from our asphalt operations in 2010 as we expect a higher margin per barrel and higher

sales volumes due to: (a) balanced to tight regional supplies mainly due to historically low refinery utilization  rates

over

the

past

year

and

impact

from

completed

coker

projects

and

(b)

increased

rack

sales

volumes

as

we

enter

new asphalt markets in 2010.

2010 EBITDA  projected to be better than the $70 million earned in 2009 but not as strong as the $150 million

adjusted EBITDA earned in 2008

Federal Stimulus fund outlays and  State & Local highway awards expected to increase in 2010

Of

the

$27.5

billion

of

Federal

funds

available

for

highway

projects,

$10

-

$11

billion

expected

to

be

spent

in

2010. 

Up from the $5.6 billion spent in 2009

2010 YTD state and local highway awards exceed 2009 YTD awards by 32% in the U.S.

By 70% in markets served by NuStar.

2010 Outlook –

Asphalt & Fuels Marketing

Expect Improved Asphalt Results due to Tight

Supply and Increased Rack Sales Volumes

Financial Overview

15

3/31/10 Pro Forma Revolver Availability

Rate on revolver based on LIBOR plus 50 bps,

currently around  0.85%

Financial Covenant Tests:

Debt-to-EBITDA cannot exceed 5.0 to 1.0 times

Following an acquisition of $100 million or

more, Debt-to-EBITDA  limit  increases to 5.5

times for two consecutive quarters

Revolver Availability &

Credit Ratings/Metrics

16

Total Bank Credit

$1,212

Less:

Borrowings

(351)

Letters of Credit

Go Zone Financing

(56)

Other

(8)

Revolver Availability

$797

Standard & Poor’s: BBB-

(Stable Outlook)

Moody’s: Baa3 (Stable Outlook)

Fitch: BBB-

(Stable Outlook)

Debt/EBITDA (Pro-Forma 3/31/10): 3.96x

Debt/Capitalization (Pro-Forma 3/31/10): 38.2%

Credit Ratings/Metrics

(Dollars in Millions)

Pro Forma amounts include $245 million of net proceeds related to the May 19, 2010

equity issuance of 4.4 million limited partner units.

$1.2 billion Credit Facility

$351

NuStar

Logistics Notes (7.65%)

349

NuStar

Logistics Notes (6.875%)

103

NuStar

Logistics Notes (6.05%)

236

NuStar

Pipeline Notes(5.875%)

257

NuStar

Pipeline Notes (7.75%)

264

Other Debt

92

Total Debt

$1,652

Total Partners’

Equity

2,676

Total Capitalization

$4,328

(Dollars in Millions)

No Significant Debt Maturities Until 2012

2010

$0.8

2011

$0.8

2012

$750*

2013

$495

2014

$0

Thereafter

$405

*  Primarily includes maturity of $351 million revolver

balance and $367 million of senior notes

Pro

Forma

3/31/10

Capital

Structure

Pro Forma 3/31/10 Maturities

17

Pro Forma amounts include $245 million of net proceeds related to the May 19, 2010

equity issuance of 4.4 million limited partner units.

No significant debt maturities until 2012 at which time the revolver and some senior

notes become due.

NuStar

Senior Note Structure

18

NuStar

Logistics,

L.P.

$103

Million

6.875%

Notes

(Mature July 2012)

$236 Million 6.05% Notes

(Mature March 2013)

$349 Million 7.65% Notes

(Mature April 2018)

NuStar

Pipeline Operating

Partnership

L.P.

$264 Million 7.75% Notes

(Mature February 2012)

$257 Million 5.875% Notes

(Mature June 2013)

Guarantee

Guarantee

Cross-Company

Guarantee

Large Increase in Internal Growth Capital Expected in

2010 that Will Seed the Next Phase of NuStar’s

Growth

19

(Dollars in Millions)

$142

$131

$275*

$81

Transportation

Storage

Asphalt & Fuels Marketing

$190

$69

$16

2010 internal growth program is significantly higher at around $275 million and includes projects to:

Build new storage for large creditworthy customers under long-term contracts (i.e. 5 to 8 years)

Develop and improve logistics at key terminals

Expand our pipeline systems in fast-growing regions

Put

in

place

the

necessary

infrastructure

at

key

terminals

to

capture

incremental

ethanol

and

biofuel

volumes

Optimize our asphalt operations

Expand our fuel oil blending and bunkering operations

Develop new crude supply logistics to capitalize on heavy crude oil imbalances

Intend to fund internal growth with a balance of internal cash flow, equity and debt

*Does not include $50 million  of Corporate Headquarters related Capital spending

Strong balance sheet and investment grade rating with a stable outlook

Commitment

to

investment

grade

rating

exhibited

by

issuance

of

$530

million

of

equity

since

November

2009

Majority of business derived from attractive set of fee-based storage and transportation assets that

support  U.S. and international energy infrastructure

NuStar

provides

world

class

pipeline

and

terminalling

services

to

some

of

the

world’s

largest

crude

oil

producers,

integrated oil companies, chemical companies, oil traders and refineries

Pipeline and storage businesses have performed well in one of the worst recessions since the Great Depression

Equity

investors

have

been

provided

optionality

on

the

performance

of

the

asphalt

operations

since

the

non-asphalt

distributable

cash

flows

have

covered

all

of

the

distribution

for

the

period

NuStar

has

owned the asphalt refineries

Recognized nationally for our outstanding safety and environmental record and as one of the best

places to work

Large and diversified asset footprint in the U.S. and internationally allows for ample acquisition and

internal growth opportunities

Over $500 million of attractive internal growth projects over the next two to three years

Majority of new growth projects expected to be in the storage segment and are discretionary

Investment Highlights

20

Questions & Answers

Appendix

22

Announced U.S. Coker Projects:

2010 Outlook –

Asphalt & Fuels Marketing

Long-Term Impact of Coker Projects on

Asphalt Supply Still Intact

Source:  PIRA Refinery Database; Company Information

100%

of

the

announced

coker

projects

listed

are

complete

or

have

a

high

likelihood

of

completion

(i.e.

firm

projects)

One

of

the

coker

projects

came

on-line

in

the

first

quarter

of

2010

Most

of

the

coker

capacity

is

still

expected

to

come

on-line

starting

next

year

and

through

2012,

which

should

contribute to further tightening of asphalt supply

23

No.

Refinery

PADD

Announced

Coker

Capacity

(Mbpd)

Announced

Crude Capacity

(Mbpd)

Start Up Date

Status

1

Coffeyville

Resources

-

Coffeyville,

Kansas

II

2.0

8.0

1Q 2007

Complete

2

BP

-

Toledo,

Ohio

II

2.0

10.0

1Q 2007

Complete

3

Valero

-

Port

Arthur,

Texas

III

25.0

75.0

1Q 2007

Complete

4

Frontier -

Cheyenne, Wyoming

IV

4.3

-

3Q 2007

Complete

5

Chevron -

El Segundo, California

V

15.0

-

4Q 2007

Complete

6

Sinclair

–

Sinclair,

Wyoming

IV

20.0

11.0

4Q 2007

Complete

7

ConocoPhillips

-

Borger,

Texas

III

25.0

-

4Q 2007

Complete

8

Cenex

-

Laurel,

Montana

IV

15.0

-

1Q 2008

Complete

9

Frontier

-

El

Dorado,

Kansas

II

3.0

11.0

2Q 2008

Complete

10

Tesoro -

Martinez, California

V

4.4

-

2Q 2008

Complete

11

ConocoPhillips

-

Los

Angeles,

California

V

5.0

-

4Q 2008

Complete

12

Marathon

-

Garyville,

Louisiana

III

44.0

180.0

1Q 2010

Complete

13

Hunt -

Tuscaloosa, Alabama

III

18.5

15.0

4Q 2010

Firm

14

ConocoPhillips

-

Wood

River,

Illinois

II

65.0

55.0

3Q 2011

Firm

15

Atofina

Petrochemicals

Inc.-

Port

Arthur,

Texas

III

50.0

-

1Q 2011

Firm

16

BP

-

Whiting,

Indiana

II

95.0

30.0

1Q 2012

Firm

17

Motiva

-

Port

Arthur,

Texas

III

95.0

325.0

3Q 2012

Firm

18

Marathon

-

Detroit,

Michigan

II

28.0

13.0

2nd Half 2012

Firm

Total US Expansion

516.2

733.0

Expansions Completed through 1Q 2010

164.7

295.0

Firm Expansions 2010-2013

351.5

438.0

(Unaudited, Dollars in Thousands)

24

Reconciliation of Non-GAAP Financial Information: 

EBITDA and Distributable Cash Flow

Year Ended December 31,

Quarter Ended

March 31,

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Net income

$       45,873

$       55,143

$       69,593

$       78,418

$     107,675

$     149,906

$     150,298

$       254,018

$       224,875

$

19,703

Plus interest expense, net

3,811

4,880

15,860

20,950

41,388

66,266

76,516

90,818

79,384

18,586

Plus income tax expense

-

395

-

-

4,713

5,861

11,448

11,006

10,531

4,800

Plus depreciation and amortization expense

13,390

16,440

26,267

33,149

64,895

100,266

114,293

135,709

145,743

37,929

EBITDA

63,074

76,858

111,720

132,517

218,671

322,299

352,555

491,551

460,533

Less equity earnings from joint ventures

3,179

3,188

2,416

1,344

2,319

5,882

6,833

8,030

9,615

3,015

Less interest expense, net

3,811

4,880

15,860

20,950

41,388

66,266

76,516

90,818

79,384

18,586

Less reliability capital expenditures

2,786

3,943

10,353

9,701

23,707

35,803

40,337

55,669

45,163

12,355

Less income tax expense

-

-

-

-

4,713

5,861

11,448

11,006

10,531

4,800

Plus mark-to-market impact on hedge

transactions

-

-

-

-

-

-

3,131

(9,784)

19,970

(12,613)

Plus charges reimbursed by general partner

-

-

-

-

-

575

-

-

-

-

Plus distributions from

joint ventures

2,874

3,590

2,803

1,373

4,657

5,141

544

2,835

9,700

2,400

Plus other non-cash items

-

-

-

-

2,672

-

-

-

-

-

Distributable cash flow

$       56,172

$       68,437

$       85,894

$     101,895

$     153,873

$     214,203

$     221,096

$       319,079

NuStar Energy L.P. utilizes two financial measures, EBITDA and distributable cash flow, which are not defined in United States generally accepted 

accounting principles (GAAP).  Management uses these financial measures because they are a widely accepted financial indicators used by investors to

compare partnership performance.  In addition, management believes that these measures provide investors an enhanced perspective of the operating 

performance of the partnership's assets and the cash that the business is generating.  Neither EBITDA nor distributable cash flow are intended to 

represent cash flows for the period, nor are they presented as an alternative to net income. They should not be considered in isolation or as a substitute 

for a measure of performance prepared in accordance with GAAP.

The following is a reconciliation of net income to EBITDA and distributable cash flow:

81,018

$

32,049

$

345,510

Note:  2005 and 2006 distributable cash flow and EBITDA are from continuing 

operations.

25

(Unaudited Dollars in Thousands)

Reconciliation of Non-GAAP Financial Information: 

Transportation and Storage

The following is a reconciliation of operating income to adjusted EBITDA for the Transportation Segment:

Year Ended December 31,

2006

2007

2008

2009

Operating income

122,714

126,508

135,086

139,869

Plus depreciation and amortization expense

47,145

49,946

50,749

50,528

Adjusted EBITDA

$                  169,859

$                  176,454

$                  185,835

$                  190,397

The following is a reconciliation of operating income to adjusted EBITDA for the Storage Segment:

Year Ended December 31,

2006

2007

2008

2009

Operating income

$                  108,486

$                  114,635

$                  141,079

$                  171,245

Plus depreciation and amortization expense

53,121

62,317

66,706

70,888

Adjusted EBITDA

161,607

176,952

207,785

242,133

The following is a reconciliation of projected incremental operating income to projected incremental adjusted EBITDA for the year ended December 31, 2010 compared to the

year ended December 31, 2009 for the Storage Segment:

Storage Segment

Projected incremental operating income range

$    6,000 -

9,500

Plus projected incremental depreciation and

amortization expense range

6,000 -

6,500

Projected incremental Adjusted EBITDA range

$ 12,000 -

16,000

EBITDA in the following reconciliations relate to our reportable segments or a portion of a reportable segment. We do not allocate general and administrative

expenses to our reportable segments because those expenses relate primarily to the overall management at the entity level. Therefore, EBITDA reflected in the

following reconciliations excludes any allocation of general and administrative expenses consistent with our policy for determining segmental operating income,

the most directly comparable GAAP measure.

26

(Dollars in Thousands)

Reconciliation of Non-GAAP Financial Information: 

Asphalt & Fuels Marketing (Continued)

Year Ended December 31, 2008

Asphalt and Fuels

Marketing Segment

Less Fuels

Marketing

Operations

Asphalt

Operations

Operating income

$                  112,506

$                   36,239

$                 76,267

Plus depreciation and amortization expense

14,734

552

14,182

Plus hedging loss

60,704

-

60,704

Adjusted EBITDA

$                  187,944

$                   36,791

$              151,153

Year Ended December 31, 2009

Asphalt and Fuels

Marketing Segment

Less Fuels

Marketing

Operations

Asphalt

Operations

Operating income

$                    60,629

$                     9,919

$                 50,710

Plus depreciation and amortization expense

19,463

-

19,463

Adjusted EBITDA

$                    80,092

$                     9,919

$                 70,173

Combined two-year adjusted EBITDA from asphalt operations

$              221,326

Quarter Ended March 31, 2010

Asphalt and Fuels

Marketing Segment

Less Fuels

Marketing

Operations

Asphalt

Operations

Operating income

$                    (7,896)

$                     3,379

$                (11,275)

Plus depreciation and amortization expense

5,041

17

5,024

Adjusted EBITDA

$                    (2,855)

$                     3,396

$                 (6,251)

First quarter 2008 through March 2010 adjusted EBITDA from asphalt operations

$              215,075

EBITDA in the following reconciliations relate to our reportable segments or a portion of a reportable segment.  We do not allocate general and 

administrative expenses to our reportable segments because those expenses relate primarily to the overall management at the entity level.  

Therefore, EBITDA reflected in the following reconciliations excludes any allocation of general and administrative expenses consistent with 

our policy for determining segmental operating income, the most directly comparable GAAP measure.

The following is a reconciliation of operating income to adjusted EBITDA for our asphalt operations and asphalt and fuels marketing segment:

27

(Dollars in Thousands)

Reconciliation of Non-GAAP Financial Information: 

Asphalt & Fuels Marketing

The following is a reconciliation of operating income to EBITDA and distributable cash flow for our asphalt operations:

Year Ended

December 31, 2008

Year Ended

December 31,2009

Quarter Ended

March 31, 2010

Inception-to-

Date

Asphalt operations operating income

$

76,267

$

50,710

$

(11,275)

$

115,702

Plus depreciation and amortization associated with asphalt

operations

14,182

19,463

5,024

38,669

Asphalt operations EBITDA

90,449

70,173

(6,251)

154,371

Allocated to asphalt operations for distributable cash flow

purposes

Less general & administrative

expense

18,640

16,105

5,225

39,970

Less interest expense

20,150

26,056

6,784

52,990

Less income tax expense

-

489

71

560

Less reliability capital expenditures

4,126

6,962

2,623

13,711

Asphalt operations distributable cash

flow

$

47,533

$

20,561

$

(20,954)

$

47,140

Plus hedging loss in 2Q08

60,704

-

-

60,704

Asphalt operations distributable cash flow excluding hedging

loss

$

108,237

$

20,561

$

(20,954)

$

107,844

Distributable cash flow

$

319,079

$

345,510

$

32,049

$

696,638

Less asphalt operations distributable cash flow

47,533

20,561

(20,954)

47,140

Non-asphalt operations distributable cash flow

$

271,546

$

324,949

$

53,003

$

649,498