EX-99.1

Cautionary Statements

This presentation may contain forward-looking statements within the meaning of U.S. federal securities laws. These statements

can be identified by the use of forward-looking terminology including “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,”

“continue,” or other similar words. These statements discuss future expectations, contain projections of results of operations or of

financial condition, or state other “forward-looking” information. These forward-looking statements involve risks and uncertainties.

When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in

this presentation. The risks noted throughout this presentation could cause our actual results to differ materially from those

contained in any forward-looking statement.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement.

USD Partners LP (“USDP” or the “Partnership”) believes that it has chosen these assumptions or bases in good faith and that

they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. Except as required by

law, USDP undertakes no obligation to revise or update any forward-looking statement. You should also understand that it is not

possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential

risks and uncertainties:

Changes in general economic conditions; competitive conditions in our industry; actions taken by our customers and competitors;

the supply of, and demand for, crude oil and biofuel rail terminalling services; our ability to successfully implement our business

plan; our ability to complete growth projects on time and on budget; the price and availability of debt and equity financing;

operating hazards and other risks incidental to handling crude oil and biofuels; natural disasters, weather-related delays, casualty

losses and other matters beyond our control; interest rates; labor relations; large customer defaults; change in availability and

cost of capital; changes in tax status; the effect of existing and future laws and government regulations; changes in insurance

markets impacting cost and the level and types of coverage available; disruptions due to equipment interruption or failure at our

facilities or third-party facilities on which our business is dependent; the effects of future litigation; and the factors discussed in the

“Risk Factors” section of the Partnership’s final prospectus in connection with its initial public offering, filed with the Securities and

Exchange Commission on October 10, 2014 (File No. 333-198500) (the “IPO Prospectus”).

pioneer

the

hydrocarbon-by-rail

concept,

USDG

has

always

focused

providing

sustainable

industry

solutions

USDG has a proven history building and operating unit train-capable terminals with an aggregate capacity of over 725,000 bpd

and has safely and efficiently handled over 155 million barrels of liquid hydrocarbons

Since 2010, USDG has monetized approximately $700 million of assets to high quality third party MLPs

A Proven Developer and Industry Innovator

Terminal Start Dates

Deer Park Terminal, TX

Loading / Storage

Facility

West Colton

Terminal, CA

Ethanol Terminal

Baltimore

Terminal, MD

Ethanol Terminal

St. James Terminal, LA

Crude / Condensate

Terminal

Hardisty

Terminal, Canada

Crude Oil Terminal

Van Hook

Terminal, ND

Crude Oil Terminal

Eagle Ford

Terminal, TX

Crude Oil Terminal

Dallas / Ft. Worth

Terminal, TX

Ethanol Terminal

Niobrara

Terminal, CO

Crude Oil Terminal

Bayport Terminal, TX

Railcar Storage and

Staging Terminal

Lomita

Terminal, CA

Ethanol Terminal

Linden

Terminal, NJ

Ethanol Terminal

2000

2007

2008

2014

2011

2012

2010

2004

2006

Initial Terminal Assets of USDP

Assets Sold to

in December 2012 for ~$500 million¹

Assets Sold to

in January 2010 for ~$195 million

Assets Sold to

in April 2006 for ~$48 million

Legend:

San Antonio

Terminal, TX

Ethanol Terminal

1. Bakersfield Terminal not shown in timeline due to early stage of development, but was included in sale to Plains All American.

Independent, Third Party Provider of Logistics Solutions

Focused on industry solutions / macro solutions

Aligned with our customers

Proven Operator with Extensive Track Record

Among the first companies to successfully develop hydrocarbon-by-rail terminals

Longstanding relationships with companies in both railroad and energy industries

Financial Flexibility

Significant

“dry

powder”

pursue

third

party

acquisitions

and

organic

growth

projects

Strategic partnership with Energy Capital Partners (“ECP”) provides increased liquidity, financial flexibility and

access to additional resources

Strong Safety Record

Loaded

handled

over

155

million

barrels

liquid

hydrocarbons

with

reportable

spills

Key Competitive Advantages

1. As defined by the U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration.

Nationally recognized by National Safety Council, Burlington Northern Santa Fe Railway and Canadian Pacific

Railway for outstanding safety record

–

All

USDG

facilities

meet

exceed

all

current

government

safety

regulations

–

Deep understanding of capital intensive and highly engineered projects

Industry Dynamics

U.S. and Canadian crude oil production has increased

significantly in recent years

Increased crude oil production will lead to

logistics infrastructure opportunities across multiple

products, including:

Compelling Industry Dynamics

Crude Oil Flows to U.S. Refining Centers

North America Rail Network

North America Crude Oil Pipeline Network

Source: Canadian Association of Petroleum Producers, U.S. Energy Information Administration, Association of American Railroads.

Infrastructure and logistic services opportunities will arise,

including additional rail terminals, storage, blending, diluent

recovery, trucking and gathering systems

–

Refined petroleum products

–

Natural gas liquids (“NGLs”)

–

Frac sand

–

Biofuels

USDG believes there are substantial opportunities in the U.S. and Canada for both origination and destination

terminals for crude oil, refined products and NGLs

Current

regional

imbalances

have

created

multiple

unit

train

per

day

crude-by-rail

terminal

opportunities

Significant Rail-Related Energy Opportunities

Western Canada Origination

~1.8 MMBpd expected increase

in oil sands production over

the next 10 years

East Coast Destination

Substantial refining

capacity plus potential

ability to export overseas

West Coast Destination

Substantial refining

capacity plus potential

ability to export overseas

Gulf Coast Destination

1.5 MMBpd of heavy crude imports

from Mexico and Venezuela could

potentially be displaced with crude

oil from Canada

Source: Canadian Association of Petroleum Producers, U.S. Energy Information Administration, Association of American Railroads.

Note: Heavy crude oil imports from Mexico and Venezuela per the EIA. Average monthly data from January 2014 to December 5, 2014 shown.

Rail enables a number of advantages for both producers / shippers and refiners

Sustainable Advantages of Rail

Rail is a Long-Term, Sustainable Energy Infrastructure Solution

North American Rail Carloads of Petroleum and Petroleum Products

Have Doubled

Since Early 2011

Ability to offer tailored

takeaway capacity

–

Accessible for small

and mid-sized

producers and early

stage production areas

Increased ability to

expand capacity

Source: Association of American Railroads (U.S. Monthly Rail Traffic Data for Petroleum and Petroleum Products Carloads).

Cost

Speed

Scalability

Market Optionality

Shorter development

time

~1 year vs.

multiple years for

pipeline

Faster deployment

of infrastructure

–

Significant rail

infrastructure

already in-place

–

Fewer right-of-way,

permitting and

regulatory issues

or constraints

Option to reach

markets with best

netbacks and margins

on shorter notice

–

Ability to choose

destination once train

is loaded

–

Faster physical

delivery of product

9 days from Western

Canada to the Gulf

Coast vs. 30 –

45 days

via pipeline

Preserves ability to

export crude oil

Less capital required

Reduced shipper

commitments

3 –

years vs. 10+ years for

pipelines

Reduced financial

commitments

Lower

fixed costs / minimal “no

flow”

financial risk

Reduced cost of

feedstock

Access to

domestic feedstock vs.

higher priced imports

Hardisty Phase II

Selected Growth Opportunities

Expand the Hardisty Rail Terminal to accommodate one additional 120-railcar unit train per day

Targeting bitumen from Western Canada

Endeavor to seek multi-year, take-or-pay agreements with new or existing customers

Targeting

2017 to commence operations, barring any unanticipated financing, permitting, construction

or other hurdles

–

Seeking multi-year, take-or-pay agreements with new or existing customers

–

Targeting

late

2015

early

2016

commence

operations,

barring

any

unanticipated

financing,

permitting,

construction or other hurdles

–

Expect similar operating cash flow profile to Hardisty I with additional cost and design efficiencies

Hardisty Phase III

Expand the Hardisty Rail Terminal to accommodate two additional 120-railcar unit trains per day

Targeting heavy crude from Western Canada

Currently in process of contracting, designing, engineering and permitting Hardisty Phase II

September

USDG

announced

the

successful

closing

partnership

with

Energy

Capital

Partners,

energy infrastructure-focused private equity firm with over $13 billion in capital commitments

As part of this transaction, ECP purchased a meaningful equity interest in USDG, who utilized the resulting proceeds

to realign its shareholder base, fund several existing growth projects and strengthen its balance sheet to allow for

additional flexibility to pursue its goal of providing rail-related energy infrastructure solutions

Energy Capital Partners (“ECP”) Overview

Renewable Generation

Environmental Infrastructure

Energy Services

ECP has extensive midstream and MLP experience. For example, funds affiliated with ECP have invested a

significant

amount

capital

Summit

Midstream

Partners,

LLC,

Summit

Midstream

Partners,

LP’s

majority

owner

and its general partner.

–

ECP

has

indicated

intention

invest

over

$1.0

billion

additional

equity

capital

USDG,

subject

market

and

other

conditions

Fossil Generation

Midstream Oil and Gas

Hardisty Phases

II & III

USDP: Partnership Structure & Overview

USD Group LLC

(USDG)

USD Partners GP LLC

(GP & IDRs)

Public Unitholders

Hardisty Rail

Terminal (Phase I)

San Antonio

Rail Terminal

West Colton

Rail Terminal

Railcar

Fleet Services

100%

Ownership

Interest

100% Ownership Interest

Assets Remaining at USDG

2.0% GP

Interest & IDRs

USD Partners LP

(the Partnership)

NYSE: USDP

Other

Strategic Projects

Energy Capital

Partners

USD Holdings LLC

& Management

Goldman Sachs

54.1% LP Interest

(Common Units and

Subordinated Units)

43.9%

Interest

Ethanol (Destination)

20,000 Bpd design

capacity

100% fee-based

1. 172,629 bpd = 2 trains loaded per day * 120 railcars per train * approximately 720 barrels per railcar.

2. Includes 250,000 Class A Units (~1% of total units) beneficially owned by certain management team members subject to certain vesting and other conversion requirements.

3,799 railcar fleet

100% take-or-pay

Ethanol (Destination)

13,000 Bpd design

capacity

100% fee-based

Crude Oil (Origination)

172,629 Bpd design

capacity

100% take-or-pay contracts

USDG has an extensive history as a proven developer of hydrocarbon-by-rail facilities

ECP involvement at the USDG level strengthens our Sponsor’s financial position,

providing a source of potential capital for third party acquisitions and development

projects

USDP: Investment Highlights

Relationship with

Our Sponsor

Strategically Located Assets

Stable and Predictable

Cash Flows

Multiple Growth Levers

Located near critical supply and demand centers

Hardisty Rail Terminal is the only crude-by-rail terminal with unit train capabilities

located in the Hardisty hub, one of the major crude oil supply centers in North America

San Antonio and West Colton rail terminals are the closest ethanol terminals to key

gasoline blending terminals in their areas of operation

100% of our terminal revenue is fee-based and ~83% is from investment grade

counterparties or their subsidiaries

Substantially all rail terminalling capacity at our Hardisty Rail Terminal is contracted

under multi-year, take-or-pay agreements with inflation-based rate escalators and

automatic renewal provisions

Pursue drop downs from our Sponsor

Pursue organic growth initiatives that complement, optimize or improve the profitability

of our assets

Pursue acquisitions of energy-related rail terminals and high quality, complementary

midstream

infrastructure

from

third

parties

(with

without

our

Sponsor)

Financial Flexibility

Conservative

leverage

(1.1x

net

debt

NTM

Adjusted

EBITDA)

and

$58.9

million

cash on the balance sheet¹

Access to debt and equity capital markets provides significant financial flexibility to

effectively execute growth strategy

1. Based on USDP balance sheet as of 10/31/2014 and the Partnership’s estimated Adjusted EBITDA for the 12 month period ending September 30, 2015 included in the IPO Prospectus.

Adjusted EBITDA is a non-GAAP financial measure. For a discussion of EBITDA and the most comparable measures calculated in accordance with GAAP, see the Appendix.

Strategically Located Assets: Hardisty Rail Terminal

Overview of the Hardisty Rail Terminal

Origination terminal that commenced operations on June 30, 2014

Only unit train capable crude-by-rail terminal located at the Hardisty hub, the primary location for storing and originating crude oil

from Alberta’s Crude Oil Basin

Receives inbound deliveries via direct pipeline connection to the Gibson Energy Inc. (“Gibson”) Hardisty storage terminal

Connected

Railroad’s

North

Main

Line,

which

offers

connectivity

all

key

refining

markets

North

America

Ability to load up to two 120-railcar unit trains per day

Hardisty Rail Terminal

Located within Close Proximity to the Hardisty Hub

Hardisty Hub

Source: Gibson Energy Inc. (Hardisty hub operational storage capacity figures).

–

Fixed loading rack with 30 railcar loading positions

–

Unit train staging area

–

Loop tracks capable of holding 5 unit trains simultaneously

–

Gibson has over 5 MMbbls of storage at the Hardisty hub, with an additional 2 MMbbls of storage under construction

–

Provides

access

most

major

pipeline

systems

the

Hardisty

complex

West Colton

Rail Terminal

Blending

Facilities

Strategically Located Assets: Ethanol Destination Terminals

Infrastructure Needs Addressed by Our Ethanol Destination Terminals

Fragmented production

Pipelines disadvantaged and trucks uneconomical

Significant regional imbalances

Regulatory pressures regarding gasoline blending

Overview of the West Colton Rail Terminal

Unit train-capable destination terminal that transloads

ethanol received by rail from regional and other producers at

a max rate of 13,000 Bpd

Located within one mile of the gasoline blending

terminals

that

supply

the

greater

San

Bernardino

and

Riverside County-Inland Empire region of Southern

California and the only rail terminal within a 10-mile radius of

the gasoline blending terminals

Overview of the San Antonio Rail Terminal

Unit train-capable destination terminal that transloads

ethanol received by rail from Midwestern producers at a max

rate of 20,000 Bpd

Located within five miles of San Antonio’s gasoline

blending terminals

and the only ethanol rail terminal within

a 20-mile radius of the gasoline blending terminals

San Antonio

Rail Terminal

Blending

Facilities

Blending

Facilities

Blending

Facilities

Blending

Facilities

Blending

Facilities

20 railcar offloading positions and 3 truck loading positions

USDP’s ability to provide railcars gives customers additional incentives to commit to USDP’s terminals, as end

customers can find it difficult to procure railcars themselves without the economies of scale and relationships

with railcar providers

USDP has entered into master fleet services agreements with a number of its rail terminal customers for the

use of its leased railcars on a fee-based, take-or-pay basis for periods ranging from 5 to 9 years

A Strategic Asset: Our Railcar Fleet

Total Railcars (as of 09/30/14)

Currently Available for Service

In Production or on Order

Coiled and Insulated

General Purpose

Constructed in 2013 and 2014

3,799

2,919

2,108

66%

800

1,691

As of September 30, 2014, the weighted-average remaining contract life of railcars dedicated to Hardisty rail

terminal was 6.7 years; the weighted-average contract life of the entire fleet was 5.3 years

USDG is committed to safe, efficient and reliable operations that comply with environmental and

safety regulations

All USDG facilities meet or exceed all government safety regulations and are in compliance with all recently

enacted orders regarding the movement of crude-by-rail

USDG has been nationally recognized by the National Safety Council, Burlington Northern Santa Fe Railway,

and

Canadian

Pacific

Railways,

among

others,

for

its

outstanding

safety

record

Since inception, USDG has loaded and / or handled over 155 MMbbls of liquid hydrocarbons with no

reportable spills as defined by the U.S. Department of Transportation (DOT) Pipeline and Hazardous Materials

Safety Administration (PHMSA)

Strong Safety Record

Organization

Time Period

Recognition

National Safety Council

2006–2014

(Nine Consecutive Years)

Superior Safety

Performance Award

Canadian Pacific Railways

2013

Safe Shipper Award

Burlington Northern

Santa Fe Railway

2011–2012

(Two Consecutive Years)

Stewardship Award

Stable and Predictable Cash Flows: Fee-Based Contracts

Estimated Adjusted EBITDA by Contract Type

Terminalling Customers

Note: Adjusted EBITDA is a non-GAAP measure. Charts represent breakout of the Partnership’s estimated Adjusted EBITDA for the twelve month period ending September 30, 2015 included in

the IPO Prospectus.

Take-or-Pay

94%

Other Fee-Based

6 out of 8 are subsidiaries of investment grade customers

No single customer represents more than 18% of estimated Adjusted EBITDA

J. Aron &

Company

Estimated Adjusted EBITDA by Asset

Hardisty Crude

Terminal

85%

USD

Rail

Ethanol Terminals

Our

fee-based

contracts

provide

stable

and

predictable

cash

flows

with

94%

from

take-or-pay

Financial Flexibility

Financial Flexibility: Positioned to Pursue Growth

Debt and Liquidity

Calculated based on Total Debt and Net Debt divided by the Partnership’s estimated Adjusted EBITDA for the twelve month period ending September 30, 2015 included in the IPO

Prospectus.

($ in millions)

As of 10/31/2014

Cash and Cash Equivalents

$58.9

Revolving Credit Facility Capacity

200.0

Less: Funded Borrowings

0.0

Available Liquidity

$258.9

Borrowings on Revolver

$0.0

Term Loan

100.1

Total Debt

$100.1

Net Debt

41.2

Total Debt / Estimated NTM Adjusted EBITDA¹

2.6x

Net Debt / Estimated NTM Adjusted EBITDA¹

1.1x

In connection with the IPO, USDP entered into a $300 million senior secured credit agreement consisting of a $100 million term

loan (drawn in Canadian dollars) and a $200 million revolving credit facility (undrawn)

Revolving credit facility capacity will expand to $300 million as the term loan is repaid

Revolving credit facility capacity can be further increased by $100 million

10/31/2014,

the

Partnership

had

$58.9

million

cash

the

balance

sheet

fund

potential

future

growth

initiatives

and

for

general partnership purposes

Strategic Flexibility: Multiple Growth Levers

Pursue Drop Down Acquisitions from USDG

USDG has a strong track record of developing high-quality assets that align with USDP’s vision and strategy

Two

identified

potential

drop

downs

from

USDG:

Hardisty

Phase

and

Hardisty

Phase

III

–

USDG

the

process

designing,

engineering,

permitting

and

currently

negotiating

contracts

with

third parties with respect to Hardisty Phase II

Pursue

Third

Party

Acquisitions

with

Stable

and

Predictable

Cash

Flows

USDP intends to acquire energy-related rail terminals and high-quality, complementary midstream

infrastructure assets from third parties

–

Acquisitions will be pursued jointly with, or independently from, USDG

Pursue Organic Growth Initiatives

USDP will analyze and pursue operational efficiencies that complement, optimize or improve the profitability

of its assets

–

Currently in the process of seeking permits to construct a pipeline directly from the West Colton Rail

Terminal to Kinder Morgan, Inc.’s gasoline blending terminals, which may result in additional cash flow and

long-term volume commitments

Expect to Achieve Mid-Teens Distribution Growth CAGR over the Next 5 Years

Total Quarterly

Distribution Per Unit Target Amount

Marginal % Interest in Distributions

Unitholders

General Partner

Minimum Quarterly Distribution

$0.287500

98%

First Target Distribution

> $0.287500

$0.330625

98%

Second Target Distribution

> $0.330625

$0.359375

85%

15%

Third Target Distribution

> $0.359375

$0.431250

75%

25%

Thereafter

> $0.431250

50%

Additional Unit Information

Subordinated LP Units

Number of Units / % of Total

10,463,545 subordinated units / 49.0% of total units outstanding

Subordination Period

Subordinated units will convert in 5 separate equal tranches beginning no earlier than January 1, 2015

assuming distributions equal or exceed the MDQ for the prior 4 quarter period, there are no arrearages

owed on common units, and the adjusted operating surplus generated during the prior 4 quarter period

equals or exceeds the MDQ on all common, Class A, subordinated and GP units on a fully diluted

basis

A tranche of subordinated units will not convert more than once per year

Class A Units

Number of Units / % of Total

250,000 Class A units / 1.2% of total units outstanding

Summary Terms

Maximum number of common units into which Class A units could convert is 406,250

Vest in 4 equal annual installments beginning no earlier than January 1, 2015

Upon

vesting,

units

are

convertible

into

common

units

based

factor

that

will

tied

the

level

distribution growth for the applicable year

–

If USDP does not grow its distributions per unit, then Class A units will be forfeited

–

Conversion factor will not exceed 1.25x for the first tranche, 1.5x for the second, 1.75x for the third

and 2.0x for the final tranche

Increased oil sands production creates need for sustainable

takeaway solution

A faster, scalable solution to growing production

Sustainability

Rail:

Western

Canada

Producer

Perspective

Expected Growth in Western Canadian Oil Sands Production

Typical Time to Market: Hardisty to U.S. Gulf Coast

7% CAGR Through 2020

5% CAGR Through 2030

~9 days

~30–45 days

Source: Canadian Association of Petroleum Producers (2014 Canadian Crude Oil Production Forecast).

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

Actual

Projected

Rail

Pipeline

–

Ability to choose destination once train is loaded, maximizing

netbacks and margins

–

Rail solution preserves quality of heavy barrel and ability to

export from Gulf Coast

–

Only a portion of rail transportation costs require

long-term commitments (railroads are typically contracted

on a spot basis)

–

Pipeline customers bear greater risks of changes in

regional differentials

–

Lower “no-flow”

financial risk

–

Utilizes existing infrastructure and rights-of-way

–

~1 year development time vs. multiple years for pipeline

–

Faster physical delivery to attractive end markets

–

Accessible to small and mid-sized producers and early stage

production areas

Offers increased flexibility and market optionality

Reduced shipper commitments / risk

~4x Longer

Market Exposure

7% CAGR Through 2020

5% CAGR Through 2030

Provides access to cheaper domestic crude feedstock

to displace more expensive heavy imports

Sustainability of Rail: U.S. Gulf Coast Refiner Perspective

Volumes of Imported Heavy Crude into the U.S.

Landed Cost of Imported Refinery Crude Inputs

Refinery Crude Oil Input Quality

Source: U.S. Energy Information Administration.

Note: “Landed Cost”

= The dollar per barrel price of crude oil at the port of discharge. Includes charges associated with the purchase, transportation, and insuring of a cargo from the purchase

point to the port of discharge. Does not include charges incurred at the discharge port (e.g., import tariffs or fees, wharfage charges, and demurrage).

Notated

2014YTD

figures

represent

simple

average

monthly

weighted

averages

through

September

(latest

available

December

18,

2014).

Imported

heavy

crude

volumes

include

data through December 5, 2014.

Lower

API

~1.5 million bpd of

Displacement Opportunity

East Coast

(PADD1)

Midwest

(PADD2)

Gulf Coast

(PADD3)

TX Gulf

Coast

Rockies

(PADD4)

West Coast

(PADD5)

2012

2013

2014YTD¹

1,000

1,200

1,400

1,600

1,800

2,000

2,200

2,400

2,600

2,800

2010

2011

2012

2013

2014

Canada

Venezuela + Mexico

$84

$87

$102

$99

$94

$102

$99

$94

$20

$40

$60

$80

$100

$120

2012

2013

2014YTD¹

Canada

Mexico

Venezula

–

Opportunity for blending to optimize feedstock

–

Maximizes margins (reducing costs associated

with diluents)

–

Improves product distribution

Preserves the quality of a heavy barrel

–

~$87/bbl average landed cost from Canada vs.

~$94/bbl from Mexico and Venezuela¹

–

Strong demand for heavy crude oil (lower API) in

U.S. Gulf Coast

Non-GAAP Measures

We define Adjusted EBITDA as net income before the following items: depreciation and amortization, interest and other

income, interest and other expense, gains and losses on derivative contracts, foreign currency transaction gains and

losses, unrecovered reimbursable freight costs, income and withholding taxes, non-cash compensation expense related

to our equity compensation programs, discontinued operations and adjustments related to deferred revenue associated

with minimum volume commitments. Adjusted EBITDA is used as both a supplemental financial performance measure by

management and by external users of our financial statements, such as investors and commercial banks.

Our management and external users use Adjusted EBITDA in a number of ways to assess our combined financial and

operating performance, and we believe this measure is helpful to management and external users in identifying trends in

our performance. Adjusted EBITDA helps management identify controllable expenses and make decisions designed to

help us meet our current financial goals and optimize our financial performance, while neutralizing the impact of capital

structure on results. Accordingly, we believe this metric measures our financial performance based on operational factors

that management can impact in the short-term, namely our cost structure and expenses.

We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial

condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA are net income

attributable to us and cash flow from operating activities. Adjusted EBITDA should not be considered an alternative to Net

income attributable, Cash flow from operating activities or any other measure of financial performance or liquidity

presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect Net income, and

these measures may vary among other companies. As a result, Adjusted EBITDA may not be comparable to similarly

titled measures of other companies.

For a reconciliation of our estimated Adjusted EBITDA for the twelve months ending September 30, 2015 to our estimated

net income for the twelve months ending September 30, 2015, please see page 75 of the IPO Prospectus.