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Fitch Affirms Valero at 'BBB'; Outlook Stable

VLO

Fitch Ratings has affirmed Valero Energy Corporation's (Valero; NYSE: VLO) ratings as follows:

--Issuer Default Rating (IDR) at 'BBB';
--Unsecured credit facility at 'BBB';
--Senior unsecured debt at 'BBB'.

A total of $6.56 billion in debt is affected by this rating action.

The Rating Outlook is Stable.

KEY RATINGS DRIVERS
Valero's ratings are supported by the company's size, scale and asset quality as the leading North American independent refiner, with approximately 3 million barrels per day (bpd) of throughput capacity; its modest but growing access to discounted North American shale crudes; ample financial flexibility; good free cash flow (FCF) prospects; reasonable leverage; solid export capability out of the Gulf (historically capturing up to 25% of U.S. export volumes); and growing leverage to distillates following the completion of hydrocracking projects.

Rating concerns center on uneven global economic growth; the high levels of cyclicality which characterize the industry; an unfavorable regulatory environment for refined products in the U.S.; and slowing capacity rationalization. Also a concern is the company's exposure to rapidly rising Renewable Identification Numbers (RINs) compliance costs, which are expected to reach the $600 million-$800 million level for VLO in 2013. Although less exposed to Brent-WTI crude oil spreads than several other names in the sector, the sharp contraction in those spreads has softened the company's second quarter 2013 (2Q'13) results and is expected to continue to pressure year-over-year comparisons.

RECENT FINANCIAL PERFORMANCE
Valero's recent financial performance has been solid. Latest 12 months (LTM) EBITDA at March 31, 2013, rose to $7.6 billion while total debt fell to $6.9 billion, resulting in debt/EBITDA of just 0.94x (0.9x on a pro forma basis including the company's repayment of $300 million in 4.75% notes in June). EBITDA interest coverage rose to 14.5x from 9.4x at YE 2011, while LTM FCF rose to $1.34 billion, consisting of cash flow from operations of $5.12 billion minus capex of $3.39 billion and dividends of $388 million. As stated above, VLO's 2Q'13 performance declined due to unfavorable contractions in crude spreads as well as higher natural gas prices. Total operating income for the quarter fell to $808 million versus $1.36 billion the year prior, but remains higher for the first half of the year ($1.87 billion versus $1.12 billion).

FCF
The FCF outlook for Valero remains good, and Fitch expects the company will be significantly FCF positive over the next two years. Capex for 2013 is $2.85 billion but includes a relatively large (47%) component of discretionary spending. FCF will also benefit from the impact of the company's new hydrocrackers at Port Arthur and St. Charles, both of which came online this year. Other tailwinds include moderate but growing access to heavily discounted shale crudes, and ongoing access to relatively cheap natural gas (up to 700,000 mmbtu/day across Valero's system).

Fitch expects future uses of FCF will include expanded dividends, buybacks (approximately $3 billion was left in repurchase authorization at the end of the second quarter), as well as potential acquisitions. Fitch anticipates the company will be significantly FCF positive over the next two years in its base case.

PENDING MLP
Following the spin-off of the company's retail assets in May into publicly traded CST Brands Inc. (NYSE: CST), Valero is assessing the spin-off of a logistics-based master limited partnership (MLP), similar to its spin-off of NuStar Energy L.P. (NYSE: NS) in 2001. Assets which could be placed into the MLP structure include railcar, rail loading, pipelines, and barge facilities. In 2012, logistics assets earmarked for the potential MLP had pro forma EBITDA of $50 million-$100 million. As a result of its relatively small initial size, Fitch is anticipating the spin-off will not materially impact Valero's results. However, as with any MLP, it is important to see how fast assets are dropped down from the parent, and what the parent does with cash received from those asset sales.

LIQUIDITY
Valero's liquidity was robust at the end of the second quarter, and included cash on hand, operating cash flows, two committed credit revolvers ($3 billion unsecured revolver due 2016 and C$50 million due November 2013), a $1.5 billion A/R securitization facility, and a separate committed LoC facility of $550 million, as well as other short-term uncommitted facilities. Including cash of $1.86 billion, total liquidity at March 31, 2013 was $6.24 billion.

Valero's near-term maturities are manageable; the company repaid $300 million of 4.75% notes that matured in June 2013. As a result, pending maturities include $200 million due 2014, $475 million due 2015, and nothing due 2016. Covenant restrictions on Valero's debt are light. There are no major financial covenants on existing unsecured debt, but Valero's main revolver had a net debt/capitalization ratio requirement of 60%. VLO had significant headroom on this covenant at the end of the second quarter, with net-debt-to-capitalization of just 18.8%. Other covenants include change-of-control provisions, and limitations on additional secured debt.

OTHER LIABILITIES
Valero's other obligations were modest. Its asset retirement obligation at YE 2012 rose to $108 million from $87 million the year prior, and was primarily linked to remediation for underground retail fuel storage tanks. The deficit on the funded status of Valero's Pension Benefit Obligation increased to -$578 million at YE 2012 versus -$394 million the year prior, with the increase driven primarily by actuarial losses. However, the shortfall remains small as a percentage of underlying cash flows. Expected contributions to the plans in 2013 are $45 million.

Valero's hedging program is limited and aimed at hedging physical commodity transactions (e.g. delays between crude loading and refined product sales, ethanol corn purchases), although it also has a small trading operation. In addition, Valero uses derivatives to manage interest rate and FX risk. There are no investment grade ratings triggers in any of its agreements.

RATINGS SENSITIVITIES

Positive: Future developments that may lead to positive rating actions include:

--Debt reductions and a managerial commitment to lower debt levels and maintaining a higher ratings going forward.

Negative: Future developments that may lead to negative rating action include:

--A change in philosophy on use of the balance sheet, which could include debt-funded acquisition, capex or share buybacks;
--An extended period of negative FCF and rising leverage resulting in sustained (through the cycle) debt/EBITDA leverage above approximately 2.0x-2.5x.

Additional information is available at www.fitchratings.com.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (Aug. 8, 2012);
--'Full Cycle Cost Survey for E&P Producers-2012 Numbers Up, but Adjustments Tell a Different Story' (May 28, 2013);
--'2013 Outlook: North American Refining' (Dec. 13, 2012);
--'Rating Oil Refining and Marketing Companies--Sector Credit Factors', (Aug. 9, 2012).
--'Downstream M&A: Low Multiples Limit Credit Risk for Buyers' (May 26, 2011).

Applicable Criteria and Related Research:
Downstream M&A: Low Multiples Limit Credit Risk for Buyers
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=631870
Rating Oil Refining and Marketing Companies
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682343
2013 Outlook: North American Refining
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=695412
Full Cycle Cost Survey for E&P Companies (2012 Numbers Up, but Adjustments Tell a Different Story)
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708783
Corporate Rating Methodology
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Additional Disclosure
Solicitation Status
http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=798433
ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.



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