John Locke - Executive Director-Investor Relations Joseph W. Gorder - Chairman, President & Chief Executive Officer Gary K. Simmons - Senior Vice President, Supply, International Operations & Systems Optimization Michael S. Ciskowski - Chief Financial Officer & Executive Vice President R.

Lane Riggs - Executive Vice President, Refining Operations & Engineering.

Neil S. Mehta - Goldman Sachs & Co. Evan Calio - Morgan Stanley & Co. LLC Johannes M. L. Van Der Tuin - Credit Suisse Securities (USA) LLC (Broker) Igor Grinman - Deutsche Bank Securities, Inc. Philip M. Gresh - JPMorgan Securities LLC Jeffery Alan Dietert - Simmons & Company International Paul Y. Cheng - Barclays Capital, Inc.

Paul Benedict Sankey - Wolfe Research LLC Chi Chow - Tudor, Pickering, Holt & Co. Securities, Inc. Bradley B. Heffern - RBC Capital Markets LLC Sam Margolin - Cowen & Co. LLC Blake Fernandez - Scotia Capital (USA), Inc. Doug Leggate - Bank of America Merrill Lynch.

Welcome to the Valero Energy Corporation reports 2015 third quarter earnings results conference call. My name is Ethan, and I will be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded.

I would now like turn the call over to Mr. John Locke. Mr. Locke, you may begin..

Joe Gorder, our Chairman, President and Chief Executive Officer; Mike Ciskowski, our Executive Vice President and CFO; Lane Riggs, our Executive Vice President of Refining Operations and Engineering; Jay Browning, our Executive Vice President and General Counsel; and several other members of Valero's senior management team.

If you have not received the earnings release and would like a copy, you can find one on our website at Valero.com. Also attached to the earnings release are tables that provide additional financial information on our business segments.

If you have any questions after reviewing these tables, please feel free to contact our Investor Relations team after the call. I would like to direct your attention to the forward-looking statement disclaimer contained in the press release.

In summary, it says that statements in the press release and on this conference call that state the company's or management's expectations or predictions of the future are forward-looking statements intended to be covered by the Safe Harbor provisions under federal securities laws.

There are many factors that could cause actual results to differ from our expectations, including those we've described in our filings with the SEC. Now I will turn the call over to Joe for a few opening remarks..

Thanks, John, and good morning, everyone. We had another strong quarter, as our team operated safely and efficiently. Favorable product margins, which were supported by strong demand during the quarter, incentivized us to run at high utilization rates.

While we are seeing some seasonal pressure on product margins today, demand for our products remains strong and crude oil markets continue to be well supplied, so we maintain our favorable outlook for 2016.

We continue to focus on our priorities of maintaining safe and reliable operations, investing in our business, and returning cash to stockholders. Regarding strategic investments, we continue to grow our business.

We expect to see contributions in the fourth quarter from our recently completed McKee crude unit expansion, Port Arthur hydrocracker expansion, and from delivered crude off of Enbridge Line 9B. Additionally, we're making good progress on our two crude unit projects.

The Corpus Christi crude unit is ahead of schedule and is expected to start, with a startup date of December 1. We expect startup of the Houston crude unit around the end of the first quarter of 2016, as scheduled. We also executed another dropdown transaction earlier this month to Valero Energy Partners, which is our sponsored MLP.

And finally, regarding cash returns to stockholders, over the first nine months of this year we've delivered a 73% payout of net income, so we're on track to hit our 75% target for 2015. Additionally, the Board of Directors approved a 25% increase in the regular quarterly dividend, which is the second increase approved this year.

So with those highlights, John, I'll turn it back over to you..

U.S. Gulf Coast at 1.55 million to 1.6 million barrels per day; U.S. Mid-Continent at 420,000 to 440,000 barrels per day; U.S. West Coast at 235,000 to 255,000 barrels per day; and North Atlantic at 480,000 to 500,000 barrels per day. We expect refining cash operating expenses in the fourth quarter to be around $3.80 per barrel.

Our ethanol segment is expected to produce a total of 3.85 million gallons per day in the fourth quarter. Operating expenses should average $0.38 per gallon, which includes $0.05 per gallon for non-cash costs such as depreciation and amortization.

We expect G&A expenses excluding corporate depreciation for the fourth quarter to be around $200 million, and net interest expense should be about $100 million. Total depreciation and amortization expense should be approximately $475 million, and our effective tax rate is expected to be around 30%. Ethan, we've concluded our opening remarks.

In a moment, we will open the call to questions. During this segment, we continue to ask that our callers please limit each turn to two questions. Callers may rejoin the queue with additional questions as time permits..

Thank you. And our first question comes from Neil Mehta from Goldman Sachs. Neil, please go ahead..

Good morning, guys..

Good morning, Neil..

Joe, can you talk about – and you alluded to it – the outlook for product margins as Valero sees it? It sounds like the decline we're seeing in your view is more seasonal than structural. There has been a lot of talk about gasoline versus diesel.

And anything you could comment on the demand side, so just broadly some commentary on the product margin outlook would be helpful..

You bet. Neil, if you're okay, we'll let Gary Simmons talk about that..

That would be great..

Neil, this is Gary. I certainly do see that what we have this year is just the seasonal nature of our business. We start to get out of gasoline season and you see the gas cracks begin to soften, and typically we go through a period of time where refinery margins are squeezed until heating oil demand begins to kick in.

I think the surprise this year is actually the gas cracks were much stronger for a longer period of time than what we typically see. Even today, a light sweet refiner in the Gulf has a $9 crack spread. If you're running medium sour, it's around $12. And a heavy sour refiner in the Gulf has a $15 crack spread.

So to us, those numbers don't look bad at all for this time of year. We see good product demand on the distillate side. Our export markets remain strong. And then on the gasoline side, as the markets in the Gulf have softened some, it's opened up the arbs to start gasoline exports as well. So we feel pretty good about the markets going forward..

Thanks, Gary. And then the follow-up question is around the dividend. You guys raised your dividend by 25%.

So can you talk a little bit about what drove the decision, how you're thinking about the allocation of capital between dividends, buybacks, and organic growth?.

Okay, Neil, this is Mike. We went ahead and increased the dividend this quarter. We're having a great year, and we thought it was appropriate to increase it at this time. Going forward, ultimately we would like to get to the position of increasing the dividend annually.

And our intention is to pay a dividend at the top end of the range for our peer group..

And then, Mike, between buybacks and dividends, any thoughts there?.

On the dividend payout, our intention is to be at the top end of the range of our peer group. And then as we increase that, buybacks would be a little bit less of the total pie..

Neil, the only thing I'd add to what Mike said is, in the investor presentations we made – and management made the commitment at the beginning of the year that we'd look at the use of our cash in a non-discretionary and a discretionary way, and clearly we view the dividend as something that is non-discretionary.

So when we commit to doing the dividend, we believe we need to maintain the dividend. And so as Mike said, it was a good time to do it. We've had a great year. We want to reward our shareholders, and we'll continue to look at it going forward.

So when you look at the total payout ratio, it's based on net income, and we've been very forthright about that. All we're doing really in this case is altering the makeup of that payout ratio and increasing the percentage that would be made up of the dividend..

Great. All right, thank you so much..

Thanks, Neil..

And our next question comes from Evan Calio from Morgan Stanley. Evan, please go ahead..

Good morning, guys. Let me tie your macro comments in the prior answer to the return policy and connect the two. You raised the dividend, had a large step-up in the buyback in the third quarter. I know you have the annual payout guidance which you're closer to your target, but you also have significant room in your net debt to EBITDA guidance.

So how do you adjust the buyback between these two metrics according to the margin environment, meaning given your macro view, should we expect a continued pace of buybacks even in a seasonally weaker quarter?.

We increased the payout target from 50% to 75% on the last call. So we had to pick up the buybacks quite a bit to meet our commitment to our shareholders and payout to 75%..

So, Evan, as Mike said, I think you can expect that we're going to hit the 75% target. That's our objective. So if you're trying to gauge pace of buybacks in the fourth quarter, they're probably going to be at a somewhat slower pace than they were in the third quarter, as we made up ground during the third quarter.

I think going forward, as Mike has talked about, we want to maintain the dividend at the high end of the range of the peers. So we will continue to look at it..

Great..

It's based off of net income. And so we're not providing earnings guidance here on what the fourth quarter would be. So if net income comes in very strong, we'll be buying back a lot of shares..

Got it, that makes sense. Let me ask a different question, my second question, on the midstream side. I know you funded the last drop to VLP.

If that market remains closed, would you do that again in 2016, or can you talk about how you're thinking about that going forward?.

Okay, the last – and this is Mike again. The last drop on October 1, our plan was all along to self-fund that drop. On the capital markets, based on our discussions with the bankers, we do not believe that the capital markets are closed. We believe that they're open. The equity markets have been challenging.

There's not been a lot of activity in the last six weeks or so on the equity side, but we do believe that the markets are open..

Great, I'll leave it there with two, guys..

Thanks, Evan..

Thanks, Evan..

And our next question comes from Edward Westlake from Credit Suisse. Edward, please go ahead..

Hi, it's actually Johannes here playing stand-in for Ed at the moment, a couple of quick questions. First one, I was wondering what your West Coast outlook is given that it was so strong over the last quarter going into next year.

Do you have a view on what turnaround activity in 2016 would be and how that may impact that particular crack?.

Yes, I think we definitely see a lot of turnaround activity in the fourth quarter of this year, which will probably keep the West Coast market fairly tight. As you move into next year, I think we've seen a good demand response as a result of lower flat price on the West Coast.

That will certainly keep that market tighter than what we've seen in the past several years, so we're fairly optimistic on our West Coast operations for next year. I don't really have any insight to turnaround activity. I don't know, Lane, if you....

This is Lane. I think it's fairly public knowledge you have a heavy turnaround season currently going on and into the very beginning of the fourth quarter.

But I don't have any insight into where the turnaround activity is going to be on the West Coast the first half of next year, and we don't give any forward guidance for Valero in that respect either..

Okay. And generally over the last year there's been a reasonable amount of M&A, either outright M&A and/or acquisition of assets, and that's in the midstream and in the downstream segments.

Is there a reason you haven't participated in it, or is there a way you're thinking about M&A and growth that we could use to see through your eyes, so to speak?.

Well, we do participate. We do look at the opportunities as they do become available to us. We have not I guess been able to consummate an acquisition during this time..

And again, our attention to M&A hasn't changed. We continue to look at everything that's out there. And obviously, there have been a couple of deals that have been done. There are a couple of refineries that have transacted this year. And as Mike said, we look at them. And if they're of interest to us we pursue them, and if they're not we don't.

Obviously in this case, they weren't of enough interest to us for us to be aggressive. When you look at the space that might be more rich with opportunities going forward, it seems to be more the midstream business. And again, we look at the opportunities out there, but we've been pretty clear about what we want to do.

To the extent we transact there, we'd like for it to be assets that are supportive of Valero's core business. So our view of M&A hasn't really changed, nor has the level of activity that we pursue internally. We just haven't pulled the trigger on anything..

Is there a framework you use to evaluate the value proposition when it comes to those businesses that might be related to your core business?.

Yes. Yes, but I don't think we're going to get into what our acquisition criteria is with you, no offense..

Okay, no problem. Thank you..

Thank you..

and our next question comes from Ryan Todd from Deutsche Bank. Ryan, please go ahead..

Hi, guys. It's Igor Grinman here actually chiming in for Ryan. I had a quick question on the crude slate in the quarter. It seemed like the light sweet mix was around – it looked like record levels or at least as far as I could see here.

I'm just curious as to what drove that preference for light sweets in the quarter given the relative widening seen on the sour dip side.

Was it running next gasoline mode (18:47) related, or were there some other drivers there? And along the same context, it would be great to hear your latest outlook on the lights versus sours differentials for 2016..

So you're correct, we did run record levels of domestic light sweet crude during the third quarter. That was somewhat tied to where the crude differentials were, but we also see rate lever that we get from running a lighter crude diet, so that pushed us in that direction.

And then also with the strength in gasoline, we get a higher gasoline yield off those types of crudes, so that pushed us to the domestic light sweet as well. As we transition into the fourth quarter, the crude markets remain very volatile.

And so we have definitely transitioned to where we're running a lot more sour crudes in the system today than what we did in the third quarter. I think as you move to 2016, as long as we're in this market that the crude markets are oversupplied, you're just going to see a lot of volatility between the grades. And so we are just going to be responsive.

As the markets move, we'll run the diet that is most economic in our refineries..

Great. Maybe just as a quick follow-up, what are you guys generally expecting out of the 1Q turnaround season? I know you brought up maybe some color on the West Coast side, but just overall U.S.-wide color would be great..

This is Lane. We obviously have a dialogue with all of our contractors and we have a large business with them. And the outlook that they're telling us is it will be a fairly heavy – the first quarter of 2016 will be – I mean the first half of 2016 will be heavier than the first half of 2015..

All right, great. Thank you, guys..

And our next question comes from Phil Gresh from JPMorgan. Phil, please go ahead..

Hey, good morning. Not to beat a dead horse on the dividend, but you had a big step up in the first quarter, and this is another sizeable step up.

So I was just wondering how you thought about this one in terms of whether it was a bit of a catch-up still going on here to get it to the spot where you wanted as a percent of cash from operations or something along those lines, and whether the increases moving forward would be more ratable over time..

I think if we looked at it, we were behind the peers. And Mike laid out what the objective was, Phil, and it's to pay out towards the higher end of that. And so I guess you could look at it as a make-up, in fact, the whole year. I think when we looked at it, we were behind going into the year, and we felt that we needed to try to get caught up.

So obviously, that was the case. I think as we get closer to the peers, I think this thing – the prospective increases would be at a more moderate level..

Okay.

Second question is just with Line 9B now ramping up, how soon would you expect to see a benefit? To what magnitude do you think you can get access to all of the crude that you're hoping to get through Line 9B, or is there any kind of delay in getting any of those barrels to Quebec? And how do you think about the impact that this would have on margins for the refinery?.

This is Gary again. We purchased pretty much our full volume on what we had committed on Line 9 for November injection, and so those barrels will begin to start showing up in Montreal in December and making its way to the refinery.

In terms of the barrels that are available to us, it's pretty much what we had planned, so we have a mix of Bakken and MSW and Syncrude from Western Canada. With the arb being narrower, the economics aren't quite as strong as what we had envisioned, but Line 9 barrels are still at or better than what we can do from a U.S.

Gulf Coast sourced domestic light sweet barrel..

Okay, got it, thank you..

Thanks, Phil..

And our next question comes from Jeff Dietert from Simmons. Jeff, please go ahead..

It's Jeff Dietert with Simmons, good morning..

Hi, Jeff. We knew who you were..

If you could, let's talk a little bit about some of the outages during the quarter, with emphasis on Texas City with the lightning strike. But also, I believe you had some FCC [Fluidic Catalytic Cracking] and alkylate unit downtime during a period when octane was tight, and I was hoping you could talk about the influence those had on 3Q..

Jeff, this is Lane. Our unscheduled downtime during the third quarter cost us about $116 million, with the big event being this lightning strike that knocked out our substation at Texas City..

And were there meaningful FCC and alky units down during the quarter? Did that have a meaningful influence as well? It's okay to....

I quantified the impact on our results. I'm not really – I don't think – I'm not going to comment on the impact that might have had on the market, if that's what you're looking for. I'm just saying – I'm giving you what happened to us..

All right. And when you think about the tightness in the octane market and the premiums we saw there, is your view from an industry perspective that that's transient or structural? We did have some industry FCC outages and reformer and alkylation unit downtime and very strong high octane retail gasoline demand.

Could you talk about that issue?.

Jeff, this is Gary. At least my view is it is more structural in nature. We did have some refinery downtime, but I don't think that was the key driver. I think that as the Gulf Coast refineries are running lighter crude diets that we're out of reforming capacity, you become long naphtha.

And as long as you have a strong gasoline market, there's an incentive to blend that naphtha into the gasoline pool, and to do that it takes high octane blend components. In addition to that, some of the big growing export markets have specifications that require high alkylate blends, not necessarily even for octane.

And then finally, I think one of the things that we've seen this year is with where aromatic pricings have been, both toluene and xylene have been under their blend value, which has allowed both of those components to be in the gasoline pool.

Assuming we have some strengthening in the aromatics pricing moving forward, you can see that both of those high octane blend components actually get pulled out of the pool and octane premiums remain strong..

Thanks for your comments..

Thanks, Jeff..

And our next question comes from Paul Cheng from Barclays, Paul, please go ahead..

Hey, guys. Good morning..

Good morning..

Two quick questions actually.

One, Mike, do you have guidance or a target for the cash payout to your shareholders for 2016 and 2017 yet?.

No, we don't. We're not prepared today to give the payout target for 2016, but I would anticipate that we'll do that early next year..

Okay, and secondly, maybe for Joe. Joe, on the last six months, the MLP sector has been under tremendous pressure.

Just curious that the changing market conditions, does it in any shape or form have changed the management view to how you're going to manage VLP and what that means in terms of the dropdown pays or organic or inorganic investment in that business, and how that relates to the C-Corp..

That's a good question, Paul. Let me let Mike fire away first and then if there's anything to add..

Obviously, the capital markets have been very volatile. We continue to market that. But our plan is to continue to execute upon our previously communicated dropdown guidance for 2016, and that's around $1 billion of assets..

Thank you..

You bet..

Thanks, Paul..

And our next question comes from Paul Sankey from Wolfe Research. Paul, please go ahead..

Hi, guys. It was a little bit of a follow-up or somewhat asked by Paul already, but I was wondering about this 75% of net income target. I guess at the highest level, I was wondering why you use net income. It seems like a bit of a bouncy denominator, if that's the right word – or numerator I guess..

Paul, we're in a volatile business. And whether you use net income or cash flow, I think you just pick one, and we picked net income. So it was one that's very easy for everybody to look at and identify the number. And so it seemed to provide the most transparency from our perspective..

Sure, that's fair enough.

And now I guess what you're saying, given that we're new to this, is that your intention is early every year to provide guidance of approximately how much net income share you intend to return?.

I think you could probably assume that's the case. Paul, I think we did it at your conference last year. And so that's where we laid out the 50% targeted payout ratio. It's our objective to have a stated payout ratio. And again, this is the first year we did it. We set one out there. We viewed it as a target that we wanted to hit.

Things went well this year. We were able to raise that target. So philosophically, I think we're going to always look at our cash flows and our free cash and decide what to do with it. And certainly we've set our priorities with the dividend now and with the share buyback program, and we'll continue to pursue it..

Jeff, I wasn't excited enough about our conference in January. I'm super-excited now, so I'll look forward to your announcement January 6..

Paul, we always feel the same way..

Just on a really important thing for us is my second and final question. This whole thing of a view that global distillate is weak, oversupplied, really doesn't come through in your commentary at all.

Is this just the strength of Latin America, or could you just provide just more detail, as you see it, on where this distillate is going, and why you can succeed in exporting so much more when there's this perception that the market globally is weak? Thanks..

Paul, this is Gary again. The way we're viewing the distillate markets, we've seen six straight weeks of draws in the stats here domestically. Export demand remains very robust. You have some seasonal maintenance that's coming in. And so I think the combination of seasonal maintenance and exports will keep domestic inventories in check.

And then really the wild card is what happens with the weather and heating oil demand. As you look globally, I think a lot is being made of the stocks in the ARA [Amsterdam-Rotterdam-Antwerp]. There's just not a lot of tankage over there. So when we talk about inventory being very high, it's 8 million barrels above where it was last year.

I think some of the things that we're seeing is that the Rhine River levels are low and hindering some of the typical demand pulls we see out of the ARA. So to some degree, I think we feel like some of the inventory in Europe may be understated or overstated.

But we continue to see very good demand, both Latin America and Europe, for diesel, and feel pretty good about those markets..

Interesting, thank you very much..

And our next question comes from Chi Chow from Tudor, Pickering, Holt. Chi, please go ahead..

Good morning, guys. It's Chi, as you know.

Hey, just following up on Paul's questions there, could you give us your export volumes for the quarter in both diesel and gasoline?.

Sure, this is Gary. Gasoline, we did 89,000 barrels a day of exports, primarily in Mexico and Latin America. And on the diesel side, we did 241,000 barrels a day of exports. It was a 65:35 split between Latin America and Europe. On the distillate, if you include kerosene, it brought us to about 285,000 barrels a day of total distillates..

Okay. Thanks, Gary, and then just one semantic question here. Your non-controlling interest line was a loss in the quarter.

What's the detail behind that?.

That's primarily Diamond Green Diesel. The loss had nothing to do with VLP..

Okay, so just a loss incurred at Diamond Green?.

Yes..

Okay, great. Thanks, John..

Thanks, Chi..

And our next question comes from Brad Heffern from RBC Capital Markets. Brad, please go ahead..

Good morning, everybody. Joe, I think in the past, you've certainly had a stated goal of narrowing the multiple discount that Valero trades at versus peers. I think you've done the obvious things on that front with the dividend increases and all the repurchases, certainly showing more CapEx discipline.

I'm curious as we move forward here how you see the best path towards narrowing that further. Is it just continuing to execute? Is it buying back more shares? Any color there would be helpful..

Brad, that's a good question and it's one that we continue to wrestle with as we look at the strategy going forward. It's hard to really understand what drives the multiples. We look at sum of the parts, and clearly our portfolio is more levered towards refining perhaps than the peers.

And so clearly a more diversified set of earnings streams for the company would be something that might lift that multiple. The other thing that we really couldn't factor in entirely is where having a payout ratio, certainly the dividend that was below the peers might affect us from a multiple perspective.

And so you address what you can in a timely manner. And we've addressed now the fact that we've lagged on the payout in the dividend, and we're continuing to look for the opportunities to grow different earnings streams within the business. And the drops from Valero to VLP clearly is targeted at trying to do this.

And then we'll continue to look for good projects to grow the refining business, the renewables business, and then we'll look for other business lines that we might be able to get into. The objective would be to do it with a stronger currency.

And so we continue to have this as a major point of focus, but I just don't know that there is a silver bullet that you could fire that's going to immediately get the stock rerated and have you up to where your peers are, but we're taking the actions that we can that we think will help drive that way..

Okay, that's fair. Thanks for that. And then maybe for Gary Simmons, just thinking about spreads, both Bakken and LLS are relatively tied to WTI. Is that a symptom of declining U.S.

crude production? Is it a symptom of too much midstream, or is it just that maybe people haven't been able to arb things on the import side particularly quickly?.

No, I think you really hit the nail on the head. We have a combination of overbuilt logistics in light of flat to declining domestic crude production. So with the current market, the U.S. Gulf Coast bound pipelines from Mid-Continent have tariffs that are greater than where actually the market is today.

So you're just seeing people with take-or-pays going ahead to ship even though it doesn't look like they have economics on paper, and that's what's really driving the differentials..

Okay. And is that something that you think is going to persist until we see a turnaround in U.S.

production? For instance, have you guys changed your behavior and you're importing much more at this point and you expect that to widen the arb back out?.

I think the tariff and the midstream situation is here until we get some recovery in production. I would tell you on the imports, that's more the volatility between grades. I think what we saw is that as people started to see that production was falling, it was very supportive of the domestic light sweet pricing.

At the same time, medium sour production in the Gulf was growing and medium sour exports in the Middle East were increasing. So all of a sudden, we saw a fairly wide differential between medium sour and light sweet, and it incentivized us to bring in a lot of imports of medium sour into our system..

Okay, thank you..

And our next question comes from Sam Margolin from Cowen & Company. Sam, please go ahead..

Good morning, everybody.

How are you?.

Hi, Sam..

In the press release, you guys updated the topper progress. As Brad just pointed out, LLS is below Cushing right now. Maybe the toppers fixed that.

But I don't know, what do you make of what looks like everybody trying to flood the Gulf or avoid Cushing on the marketing side for crude right now? And does that change the economics of the toppers at all, or are you more excited about them or less excited than you might have been six months ago?.

I think the weak LLS market is actually supportive of the toppers..

Right..

Where we were with – the economics for the toppers assumed LLS/Brent flat. And so as LLS is discounted to Brent, it actually improves the economics of those toppers fairly significantly. I think some of the – two things causing the LLS-to-TI spread being where it is today.

One is this overbuilt logistics and people shipping even though the economics don't appear to be supportive. And then secondly, we have a lot of imports coming into the Gulf. So ultimately, you can't keep having these inventory builds of domestic light sweet.

We're going to have to see those differentials come off and incentivize refiners to go back to a lighter diet at some point in time..

Okay, thanks for the color. And then just revisiting the October drop and VLP in general, it's true that MLPs have been really volatile. VLP has seemed to be a lot more stable. I don't want to make you repeat yourself on the thinking behind sponsoring that drop in October maybe to a greater degree than people expected.

But just to your view, do you think – it's sort of a chicken and the egg question.

But how much of VLP's stability is a function of the strength of the sponsor and you demonstrating that, or how much of the structure of that drop was really preempted and maybe just more being cautious and preserving your outside capital for another time?.

Our plan was to self-fund the drop. With this particular drop, though, we're now at a debt-to-EBITDA of about 3.5 times. And so we'd likely not want to be longer than that on a long-term basis.

So with the next acquisition, we're going to have to go get our investment-grade credit rating, which our plan is to do that late this year or next year, have the ability to go to the debt capital markets.

And then with the ratio of being 3.5 times – or approximately 3.5 times, the next acquisition also might require an equity component – or will require an equity component. So from this point forward, I think you would anticipate the capital markets..

Okay. All right, thanks very much..

Thanks, Sam..

And our next question comes from Blake Fernandez from Howard Weil. Blake, please go ahead..

Thanks, guys. Good morning, just a point of clarification. Mike, you mentioned being at the top end of the peer group for dividends. I just want to double-check. I'm assuming you're using the metric as a percentage of net income and not yield or some other metric like that..

We're using payout; that's correct..

Okay. And then going back to Line 9, Gary, I don't know if you can help us a little bit here. If you could just remind me, we're seeing Cushing, obviously, has been fairly depleted, and the spread between WTI/Brent has been compressed.

Can you remind me of the metrics we should maybe look at as far as what is economical to actually shift those barrels on Line 9 over to Quebec? Should we be looking at Gulf Coast versus Brent, or Brent versus Cushing, just any help you can have there to help us understand it?.

So Line 9 for us is primarily fed with Western Canadian light sweet, then Bakken. And so you're really looking at that spread and comparing it to a U.S. Gulf Coast supply or a foreign light sweet alternative..

Okay.

And are there any specific numbers you can give to us where it covers transport or where it makes sense to actually move it?.

I don't think we can talk about the tariff we're paying on Line 9..

Okay, fair enough. Thanks, guys..

Thank you, Blake..

And our next question comes from Doug Leggate from Bank of America. Doug, please go ahead..

Doug, are you there?.

Doug, your....

Sorry, I had the volume on mute. I apologize. Good morning, everybody. Joe, one of the advantages you guys have had over the years was obviously your heavy crude diet on the Gulf Coast. And I think obviously you've now seen U.S. production it seems go into decline, at least on the domestic side.

What are you thinking is the prognosis of the outlook for how you move your – or how you choose to run your crude in 2016? And I guess what's in the back of our mind is it's really more of a macro question. Iran potentially coming back on stream, one would expect U.S.

production tightens up a little bit, and it seems to us that the advantage might move back in your favor. I'm just wondering what your thoughts are in terms of a heavy oil advantage..

Doug, we'll let Gary speak to that..

So, Doug, I think the way we see it is there's just going to be a lot of volatility between grades. And it certainly is an advantage for someone like us with the quality of refining assets that we have that can swing to a light diet, medium diet, and a heavy sour diet.

And that's the way this year shaped up, and I don't think we see it much differently next year. There are times when it's certainly been an advantage to run a very light diet, and then there are other times where we see very good value in Canadian heavies or heavies from Mexico or South America..

But speaking more broadly, Gary, I think as you look at Iranian crude coming into the market, obviously, the more sour crudes that are in the market, I think it's certainly to Valero's advantage because we definitely have the ability to process it. And as Gary is pointing out, we always are optimizing the crude slate, Doug, as you know.

But having more availability of sour crude, whether they be mediums or heavies, is certainly to our advantage in the Gulf..

Okay, thank you. I have two other quick ones, if I may, Joe. I guess the second one is also on macro. Again, I don't think you're aware. We've made no secret of our concerns over what we've described as exacerbated volatility on margins, and I want to get your perspective. It goes back to your earlier question on the seasonality of gasoline.

As we see it, we're sitting with higher inventories of gasoline, and the cut on light sweet crude in the U.S. seems to be significantly higher.

So I'm just wondering if you've got any view as to why we've seen such wide swings on gasoline margins in the winter for the last two or three years and whether you think that repeats again this year once the current maintenance period comes up. And I've got a quick follow-up, please..

I think we've definitely seen increased demand with the lower flat price. Certainly there's seasonality to gasoline. The gasoline cracks have remained stronger longer than they typically do.

But I think the things that we see in the market that are supportive of gasoline going forward is the price of gasoline in the Gulf now has opened up arbs for exports. So certainly in our system we're seeing a significant increase in the volumes we're exporting. Imports to the New York harbor have fallen way off, which is supportive of gasoline.

Naphtha export economics have changed to where we're really not putting naphtha into the gasoline pool now. We're exporting naphtha to the Far East. We've seen FCC margins fall off some to where you'll see some sparing of FCC capacity, and then some seasonal maintenance.

So I think all of those things we feel like are supportive of the gasoline markets going forward..

Right, but my point is that when refinery maintenance comes to an end, if you take the exports out of the equation, you'll think of those as a relief valve, if you like. Do you think the Gulf Coast and the U.S.

in general is now oversupplied gasoline in the wintertime or not?.

Certainly if we run at very high utilization rates and aren't allowed to export, you could become long, but I don't think we see that that will happen..

Okay. My final one, Joe, I guess this is really more for you. The big step up in the buybacks, whether everyone agrees or not, it seems that margins have been somewhat artificially supported by everything that's gone on this year, starting on the West Coast.

But why would you choose to step up to such a big level of buybacks in such a seasonal sector, at least in terms of how share prices have typically traded in the past?.

Doug, we had free cash flow available and we did what we said we were going to do, and it is what it is. I think as we look at this going forward, we laid out a target and we're going to hit it. We're not here to build cash. We're here to grow our business and to reward our shareholders.

And we thought this was the right time to do it and it was the way to do it. And so that's what led to the timing. If we had had reduced margins this year, you probably wouldn't have seen us step up the target.

But here again, we are owned by firms out there and individuals that are looking for a return and for us to use the cash prudently, and we think that's what we did..

All right, I appreciate the answer, Joe. Thank you..

And our next question is a follow-up from Brad Heffern from RBC Capital Markets. Brad, please go ahead..

Thanks, just a couple quick follow-ups. I was curious on CapEx. It appears that you are way ahead of the budget for 2015 based on the first three quarters. And it would be something like $1 billion in spending in the fourth quarter to actually reach the target.

Is there a particular reason for that? Is it the crude topper spending ramping up perhaps, or why would you not be able to come in meaningfully below it?.

Yes, for our capital expenditure guidance for 2015, we do remain unchanged at $2.65 billion. Now when we provide this guidance, just to clarify, we mean capital expenditures, turnaround costs, as well as investments in joint ventures. So September year to date, our total is $1.7 billion, so we are trending below the guidance.

However, as you all know, we have an option to become a 50% owner in the Diamond pipeline, and we may exercise that option in this quarter..

Okay, got it. That's good color. Thanks for that. And then looking at the throughput guidance for the quarter, both Mid-Con and West Coast look to be maybe a little weaker than what we've expected.

Is that just turnaround-related?.

We don't really give forward guidance on turnarounds. But when we set the guidance volumes, we do take turnarounds into consideration. I think if you look in the aggregate, the guidance for this quarter is similar to the fourth quarter last year..

Okay, I'll leave it there. Thanks..

And our next question is a follow-up from Chi Chow from Tudor, Pickering, Holt. Chi, please go ahead..

Thanks. I just want to follow up on the heavy crude markets. It looks like Canadian producers now, we know they have pipeline access all the way from Alberta to Houston, and it looks like the volume of deliveries have ramped up into PAD 3 to about 300,000 barrels a day plus pretty ratably year to date from Canada.

How much of a structural change do you think this is with this dynamic on pipeline flows in? And how are you seeing Middle East and Latin American producers react on the pricing of their sours and heavies?.

Chi, I would say we've definitely seen greater availability of Canadian heavy in the Gulf. We ran record volumes of Canadian heavy in the third quarter. Really, the medium sour pricing seems to be what's setting the price of the heavy sours. All the heavy sour producers know they have to compete with an ASCI or Mars barrel in the Gulf.

And so they price their barrels to be competitive on a quality-adjusted basis with that medium sour barrel in the Gulf. And the Canadian is certainly that same way..

Gary, do you prefer to run a Canadian heavy barrel through the cokers, or would you rather go with a Maya or a Latin America heavy?.

Each barrel presents their own operating challenges, so Lane may be better to answer that. But there are certainly some challenges with Canadian that we don't see with some of the South American barrels that we run. So I don't know, Lane.

Do you want to add anything to that?.

You did a fine job answering that. They'd love to run marshmallows in the cokers..

Okay, thanks. I appreciate it..

Take care, Chi..

And we have no further questions at this time. I would like to turn the call back over to John Locke for any closing remarks..

Great. Thanks, Ethan. We appreciate everyone joining us today. If anyone has any additional questions, please contact me or Karen Ngo after the call. Thank you..

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect..