vlo - bofa conf - 3-7-13

8/13/2019 VLO - BofA Conf - 3-7-13

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Company Name: Valero Energy

Company Ticker: VLO US

Date: 2013-03-07

Event Description: Bank of America Merrill Lynch

Refining Conference

Market Cap: 25,744.57

Current PX: 46.56

YTD Change($): +12.44

YTD Change(%): +36.460

Bloomberg Estimates - EPS

Current Quarter: 1.014

Current Year: 5.703

Bloomberg Estimates - Sales


Current Year: 125027.444

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Bank of America Merrill Lynch Refining Conference

Company Participants William R. Klesse

Joseph W. Gorder

Other Participants Doug Leggate

MANAGEMENT DISCUSSION SECTIONWilliam R. Klesse

Going to be snow, and I wondered how many would show up. There was no snow. So you all deserve a lot of credit for

your interest in Valero and in the industry, and I want to thank you for being here. Appreciate very much.

Doug Leggate

Bill, the slides are coming up here in a second.

William R. KlesseOh, okay.

Doug Leggate

Just moving those over.

William R. Klesse

So we had an excellent 2012, and the fundamentals continued to improve. So they remain with us; they're improving.

And just think about some of Doug's slides just then. But we have low natural gas costs. We have lots of crude oil

coming at us, and it keeps getting more and more. Every forecast is raised. A whole bunch of consultants have comeout the other day and have raised these differentials going through the rest of the year. And exports are key to the

industry. So, basically, there's more refining capacity in the United States relative to demand. So you have to have

exports.

So our Safe Harbor. So I know some of you follow us; some don't. So just a brief overview. We have 16 refineries,

about 3 million barrels a day of capacity. When you count crude and feedstocks, we run about a little over 2 million

barrels a day of crude. 6,800 branded, so we're really a refiner in the wholesale market or with a branded marketing

operation. We're spinning off our retail, which I've got a couple other slides. That's the company-operated piece of the

retail. We have a large renewable fuels business. We believe ethanol continues to be the part of the fuel mix. We think

E10 is part of the mix. E85 is part of the mix. We're not supporters of E15. Diamond Green Diesel is a project that's

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going to produce renewable diesel that actually fits into the California regulations. That should be done in the second

quarter. We have a partner there in Darling out of Dallas. And we have approximately 22,000 employees, but that will

drop significantly when we spin off retail in the second quarter.Looking at our footprint, we're a diverse organization. Obviously, you could see the ethanol plants in green, and the

light green up in the Midwest. The refineries we've spread out across the country. We exited the East Coast of the

United States, but we did buy Pembroke in Wales in the UK. And we shut down our Aruban refinery. It's now a

terminal. But the refinery is mothballed, as there's a lots of development happening in the Caribbean, and the refinery

has excellent crudes, vacuum, visbreaker, and cockers. We think, as you see in the lower right, complexity still matters,

and I'll acknowledge to you it's location, location, location. And if you don't have location, you have to have logistics,

but still you have to still have to have the hardware.

I mentioned that we're spinning off retail. For those that don't follow us, it's actually a spin to our shareholders. We're

going to spin 80%. It's a value creation. If you look at the chart, really tells the story of what we're doing. And by the

way, this whole presentation's in our handout, plus a very thick appendix. Matt and Ashley have spent a lot of work on

our presentation, so there's a lot of industry data there, as well as specific to Valero, so make sure you grab a copy of it.

But looking at this, this is the delta chart of EBITDA multiples. We picked two of them, Couche-Tard and Casey's.

You can see how it's tracked over the years. It's compared to Valero, so it's the delta. We really think we're going to

have a lift here of 4 to 5 times when we spin it to our shareholders. Value creation is somewhere in the neighborhood of

$1.6 billion to $2 billion of value creation. It'll be a dividend. We do 80%, we are levering it up a little bit. Valero will

get about $800 million net after we pay some taxes in Canada, but it's a tax-free spin

And a little more on this is: CST is 1,900 units. It'll be one of the largest retail businesses in the U.S. It's 1,000

company-operated stores, most of them in the Southwest, going out through California; Canada it's 800. There's three

basic businesses, as you can see there, and we also have a Home Heat business.

The highlights, it's large. Obviously it's a large scale. 61% of the U.S. sites are in Texas, which is obviously a more

favorable economic area. And there's lots of ownership in the U.S., so 82% or so of the outlets are actually owned. So

solid track record. You can see that on page 30 in the appendix if you want to look at it later. It shows you the history

of its EBITDA performance. It's a competitively positioned business. It's excellent logistics, private-label program,food is one of the big growth items in retail. And we have excellent leadership, very capable leadership, in that

business.

Switching back to Valero, the first four items listed here really apply to the entire industry. The last one is a little more

specific to Valero. There have been closures. I know some refineries have come back from the dead. Some of them are

already dead; they're just zombies and they don't know it. But some have come back. If you think about the whole

competitiveness of the U.S. and I'll go into that in more detail we have this oil. It is coming. We talk mostly about

oil and natural gas in this presentation, but I can for those of you investing in other companies, the NGLs are coming

just as quickly: ethane, propane, butanes are all coming with the gas production.

And the last one that's very specific to Valero is that we have a changing yield structure from our refineries. We are

very focused on distillates, high-margin items, and actually it's gas to liquids, which I'll cover a little more.

So looking at the closures, there have been closures in the Atlantic Basin, whether it's the East Coast, the Caribbean,Western Europe, things have closed. [indiscernible] (6:46) is closed and gone, Marcus Hook is gone. If you think about

Hess has announced Port Reading, shut down. Imperial in Canada, Halifax, there's some debate where that's going to

actually wind up. Tesoro announced Hawaii is going to shut down. Australia, there's shutdowns. So as you look at this

chart, there are closures. Yes, Trainer did come back from the dead. We understand that. Petit-Couronne in France is

down. It's not running oil. Our view is it's going to eventually close. The weakest competitors, quite frankly, are

Western Europe. If you think about it, as we go through this, they don't have low-cost natural gas, they don't have the

oil coming, so it's obviously in the Atlantic Basin the weaker competitor. Exports are key, because on the supply side,

obviously Venezuela, Mexico, there's been lots of refining issues, so that creates a market for us.

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Current Year: 5.703




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Looking at the Atlantic Basin, it's been a key part of our strategy. We exited the East Coast. We picked up Pembroke

from Chevron into the whole business. You can see how products move in this Atlantic Basin. This is a big market, as

you guys can imagine, between the U.S., Western Europe, South America, and West Africa. So you could see that weare moving these products all around, and we compete very well in the business.

So looking at the Gulf Coast and some of the crude discounts, product margins, and we have a couple more slides on

this, but it is the topic that gets a lot of attention here. But you can see the blue is the fourth quarter of 2012, and the red

is the first quarter of quarter to date of 2013, so gasoline, gas crack, is a little better. The distillates just a hair less. The

LLS to Brent, still it does not reflect where we think it's going. We truly believe LLS will sell at a discount to Brent.

And it's going to happen here. It bounces around, it did for a while, now goes back on a positive. But it has to, if you

think about it. It has to just because of price. And then you can see the Mars, the medium sours and the heavy sours

here. The fourth quarter, we had very good heavy sour discounts, lot of oil was into the Gulf of Mexico, heavy oil, and

thus coking was very good in the fourth quarter. And, remember, Valero has a mixture of light crude refineries and

heavy crude refineries.

Now, so we talk about the shutdowns there, and then you come over to the demand side. This gives you a long history

of demand. 2004, if you remember, which really kicked off the golden age of refining in this sense, was huge demand,to think that the world grew almost 3 million barrels a day of oil consumption. Very large. The rest of the periods you

could see obviously 2009, the end of 2008 and 2009, were huge hits. Frankly, the U.S. has not recovered from that,

and you all know that when you look at the distillate numbers, the gasoline demand numbers, are still way down. Then

you see the recovery in 2010 and you get out here to 2012. We think a net number there is about 700,000 barrels a day

of growth. This year we're looking for more around 1 million barrels, 900,000 barrels a day to 1 million. And there's a

lot of different forecasts, and we're only at the beginning of March. But clearly, the world continues to grow, and that's

in the developing countries of the world. It is really not growing, as the chart actually shows here, in Western Europe,

Japan, or the United States. With economic recovery Doug had it on his slide we should get some uptick in demand

But demand growth in North America is not a key part of Valero's story about our stock performance.

Now, capacity's growing in the world as well, and quite a bit of capacity's coming in. We show here 2013 through

2017, and obviously the further you get out, it gets a little hazier, and we know that. 2013-2014's pretty solid, and 2015

You can see there's capacity in China and the Middle East coming on. The two Saudi refineries are shown here in blue,and you see that. And so there is growth. The other side of it is, just remember, some of the new capacity that's been

announced in Mexico, Brazil, Colombia, a lot of these places, it's either not going to get built or it's going to be far later

than what has been forecast.

And you say, well, why? Remember this Brazilian refinery that's going to be done here in another year or so originally

was going to be $4 billion. It was going to be already running. They're now talking about $20 billion, and it's still got

another year or so to get there. The Tula refinery in Mexico. They're saying $12 billion. I'll assure you, if they build

that, it's going to be much more than $12 billion. So and personally I don't think that the new administration in

Mexico will do this. But if they do, it'll be later, and it's going to cost them a lot more, and thus that's why, as you see

our story, we think exports for the entire industry, not just Valero, in fact happen. And I'll talk more about that in a few

minutes. The other places, though Ecuador, Peru, Algeria, Egypt they just don't have the money for these kinds of

things, so they announce the stuff it's not going to happen.

So what's happening with crude oil? Well, if you don't know about this, I guess you haven't been paying attention,

because oil is coming very rapidly. There's all different kinds of forecasts, 700,000 barrels a day increase, 800,000

barrel a day increase. I saw another guy here in New York put out 1.3 million barrels day. January of 2013 to January

of 2012, I think it was up 1.3 million barrels a day. That's oil, 55 API or less. Then you have all the NGLs on top of

that. So this production is coming very rapidly. So if we look at this, just on this slide here, and then if you look at our

lines, the orange dotted line is the U.S. Gulf Coast light crude imports for last year, and you can see it averaged about

500,000 BPD here 449,000. But in December, it was all the way down to 100,000 BPD 150,000. Now, the facts are

remember in December, lots of different things happened: LIFO, there's a lot of things in our industry. But the facts are

this is coming down rapidly. Few years ago it was 1.5 million barrels a day of imports into the Gulf Coast of light

sweet crude.

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And as you can see in the chart, as much oil is coming. BP is the green, their conversion, in 2013. That's a little delayed

now, so I'm unclear when their project's actually going to be done, but it's very large 200,000 barrels a day or so. So a

lot of sweet oil's getting push back into Cushing, let alone the production, and then it's eventually going to get pushedto the Gulf Coast, and the pipelines are getting built. And in the back, in the appendix, we have all this detail on these

pipelines. The place that it's going to move to, though, is the U.S. Gulf Coast.

So in this slide, then, we show some of the logistics capabilities, and this is logistics to the U.S. Gulf Coast. So we have

in 2016 an estimate, that black dotted line on the chart, which is a little less than 4 million, but frankly every single

forecast we get from people now, it's always higher. I can't think of anybody that's revising their production forecast

down. So here's a forecast says this, but the facts are the oil is being found, produced, and eventually coming to market

So if you look at this chart and you can see we put on the Gulf Coast, too, that dotted orange line you can see that

there will be a lot of takeaway capacity. This includes rail and pipe, rail primarily from the Bakken, because we think

that is how it's going to clear. Pipe from Cushing, bringing this all to the Gulf Coast. This to the Gulf Coast logistics.

This doesn't count some of the other logistics. And just so you know how our chart works here, this is a year-end

number, so that you can see. So it won't be an average for the year. But it is going to the Gulf Coast very quickly. Whenthe arb is open as wide as it is, $20, pick your numbers at different places, $40 against Brent for WCS, things like that,

you know things are going to get built. There's too much money sitting there.

So, at great risk, but since everybody wants to talk about this, this is kind of the how we look at it for the next 12 to 24

months. Now, part of this chart for us the key is to think that we believe New York Harbor is where it's going to

balance against Brent. So Brent's still coming into the East Coast. You're going to ship it from the Gulf Coast. So you're

going to rail it into the East Coast all of you are following the other companies that operate on the East Coast; they're

all building rail. Phillips 66 publicly announced that they had contracted for a ship to bring it up from the Gulf Coast.

You know if anybody wanted to do more of that, it's $5 to $6 a barrel from the Gulf Coast on a Jones Act ship. So you

know these markets are clearing like this. Our view is New York Harbor's the place it's going to clear, and then you're

going to have diffs all the way back to all the appropriate places that ultimately approach the taps, until the point where

you have no other place to put the oil. I believe that's further out, though, because refiners like us, other refiners, are all

trying to figure out how to run more light oil. So in the U.S. Gulf Coast, where you have heavy crude refineries, we'retrying to figure out how to run more light oil, which we'll talk some more about.

So you see how all this clears. So the Bakken's clearing by rail. We already know we didn't put the line on here, but

another one of the companies is taking it out to Washington by rail. So you know it clears like this, rail terrace, pipeline

terrace, it's all eventually going to come to the Gulf Coast. So our view is that Cushing, when you get closer to the end

of the year, and so let's say it's late, so now we're into 2014, but you have Keystone South with a lot of capacity.

Seaway's building another line. Eventually they'll solve their problem in Houston, and they have the other line. You

have the BridgeTex line. You have Longhorn reversing. You have all these pipelines that are bringing Cushing West

Texas down to the Gulf Coast.

And then the question becomes, how fast is the production going up? And is it going to overwhelm the

Texas-Oklahoma area by production increase? If not, this almost has to go to some relative ratio to tariff. If production

overwhelms, then you're still in the same boat, producers looking for more general takeaway capacity. You look at the

Bakken, you look at the Canadian, same kind of situation. How's it going to move? Well, the increment's rail. We'rebuying rail cars just like everybody. It's very interesting, when you think about it, that guys like me are talking about

rail cars.

The next slide here is Keystone. We believe it will be approved. So we're sticking to our story. The environmental

impact statement really didn't raise any issues. They altered the route there over the Sand Hills in Nebraska again down

the Steele City. So we do believe it'll happen. We think it's a 2015 project. The southern leg, though, is happening.

Remember, that is under construction here. We expect the southern leg to be done late 2013, maybe it's the early part of

2014. That goes into Port Arthur. That is an advantage for Valero. We want the oil over Port Arthur. We don't

necessarily want it in Houston. So that helps us a lot. Then it goes down to Houston. So we do expect rail, all these

pipelines, all these other things, to happen. If Keystone's not improved, the oil's still going to come to the Gulf Coast.

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And I believe what'll happen here is the producer's going to lose some of their revenue. Because it's going to go by rail,

it's going to go by alternate pipelines, it's going to go by barge. It's still going to flow.

So back to Valero. So some of this was just industry stuff there, which does impact us greatly, though. But back toValero here, we always get the question of how much light oil can you run, because we're deemed to be this heavy

crude refiner. But, frankly, we run a lot of light oil as well. And a couple years ago, I never would have said that at one

of these meetings, because we wanted to be known as a heavy crude refiner. But you can see here, we've been doing

things, imports in the fourth quarter. We did not run on the Gulf Coast any foreign light sweet. In January, we did buy a

distressed cargo of some light sweet. So we always, if you listen to our earnings call, we always act in our economic

interest. And so there was some economics there to do that. But you can see some of the movement in the mediums and

light. We can run today over 500,000 barrels a day. But we're doing a lot of stuff as well that'll allow us to run more

light sweet, substituting a lot of what? Our medium sours, pushing the medium sours out. Medium sours are Middle

East crudes, some of the Brazilian crudes, those types of crudes start to get pushed out.

Now, one of the huge advantages, because if you remember earlier, I said we don't really think U.S. demand is even

with a strong economy, and, yes, we'll sell more fuels, because over 80% of Valero's output is fuel we'll sell more in

the United States, but that's not really our story. Our story is that this is one industry in this country that can compete,one manufacturing industry that can export. Some of the reasons sure, we have great talented people, skills, welders,

pipe fitters, operators, instrument people, lots of skill sets, but we also have some fundamental advantages now that we

didn't have a few years ago.

Low-cost natural gas it's huge for a company like us. So just to put this in perspective for you, $0.25 per barrel in

operating costs, cash operating costs, or cost of goods sold, which is hydrogen; it's about 50-50. $0.25 per barrel, so it's

cash, per $1 per Mcf. So if you had an $8 lower per Mcf or million BTU gas price, that's $2 a barrel's cash for Valero.

I've seen some other companies give this number. This has the reason ours is a little higher is we have a lot of

hydro-processing. Now, so you take natural gas to hydrogen, hydrogen into the products, and that is a cost of goods

sold. But cash wise, $8 on gas, $2 a barrel. Why is that so significant? Valero's cash operating costs, $3.60 a barrel,

$3.70 a barrel, it's right in that range. And I know you're wondering, well, why do you put that to $0.09 a gallon, right?

So now you're wondering, why do you pay $4 at the pump? Well, it's not because of the refiner.

But anyhow, think about the magnitude of what I said on natural gas. If our cash operating costs are $3.60, and an $8

difference is worth $2, you can see this is a huge competitive advantage. So, looking at the chart, in the U.S., we just

used $3 here; I know it's a little higher than that. If you go over here and use $9 in Europe, if you come over and use

$15 on LNG, you can see why we can compete. We use 700 million BTUs a day, or Mcf a day, every dollar is

$700,000 a day. And then you can convert it to the proper places on our income statement. But you can see this is

significant, a huge competitive advantage that is unique to the North America.

Now, the other thing that Valero's doing is we're growing distillate production, we're really changing our output. And

we do that because distillates are growing faster in the world and have better margins, and then there's another reason

as well. So the chart on the left shows the margins, red is diesel versus Brent, and the blue is gasoline. And so gasoline

started out weak, but it always starts out weak. Remember we're dealing year to date in 2013 versus 2012 as the whole

year. So you can see, though, where the margins are. But growth diesel on average is growing two times gasoline in

the world. Now, 2012 it was flatter. Remember China was having a contraction. We had mild winters. There's been a

lot of things going on here, but we still believe diesel's going to grow twice as fast. So you can see lots of growth. And

so Valero, then, has been continuing to make more distillates.

So we have these two big hydrocracker projects, about $1.5 billion, $1.6 billion apiece. We finished the one at Port

Arthur. It's operating, and it's 60,000 barrel a day hydrocracker; our permit's 57,000 barrels. And the one at St. Charles

will be done and operating in the second quarter. And we're a little behind on that, finishing it. These are very large

jobs for our company, there's no question about it. But they are the right job today, because they make diesel, and if

you think they're a gas to liquid. So you look at these projects, very unique to us, and you go to this chart, and you see

what's happening. So our distillate yield before the hydrocrackers came online was about 33% of our product, because,

remember, the U.S. business is geared to make gasoline. And so, U.S. demand, roughly 9 million barrels a day of

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gasoline. Take ethanol out, about 8 million barrels a day. 8.2 million, 8.3 million comes from refineries. Diesel

business is about 3.6 million barrels a day, 3.7 million barrels a day in the U.S. So even in the U.S., it's very gasoline

oriented, but in the world, distillates demand is higher than distillate demand or consumption for gasoline.So then you can see here, just a couple of competitors. With our hydrocrackers operating, we're going to be just about

at 40%, 39%. The chart on the other side just shows the gasoline and diesel. But the key point with us is we really are

changing our output a lot here, and when we we're going to expand these units. We have another project we're

working on at Meraux, and we will very soon, probably by 2015, we will be really a one-to-one gasoline to distillate

ratio operation. And the reason you have two things going on, on these hydrocrackers. You have the distillate, which

I just spoke about, this distillate crack. But they are also we have a very nice chart in the appendix they are gas to

liquids projects. Natural gas to hydrogen, hydrogen into the hydrocracker. One barrel in, we get 1.2 barrels out. That

0.2 came from the hydrogen. $3 natural gas, let's just say it's hydrogen is $40, $50, and then it makes distillate $110.

So that gas portion, the gas to liquids piece there, has a gross margin, $50, $60, $70 a barrel. So you have gas to liquids

and you're going to see more of these type projects, I believe gas to liquids, and then you have the product that you

ultimately make, the majority product, actually being distillates, growing faster in the world.

So we continue to improve our operations. We're working hard on this. First quartile is our goal. It's a goal for the lasttwo years for any of you that have followed us. We have added significant improvements. Energy continues to

improve. Our CO2 footprint is shrinking. When you look on a same like the same basis, if you took it to the same

basis, you can't count new units, keep it to the same basis our CO2 footprint shrinks. And if you look at mechanical

availability, it's improved remarkably, a major effort in the company. We want to be a safe, reliable, and steady

operation. And we slipped a little in 2012, but that was primarily driven by Meraux, where we had an upset. And then

we did some work, and we actually did what they call positive material identification in a very thorough thickness

inspection. Took us about three months.

Capital spending. Last year we spent $3.4 billion. In 2011 we spent $3 billion. We have had high spending. You could

see the different categories on the chart. We had given you guidance of $2.5 billion for 2013. We've raised our

guidance to $2.85 billion here at this meeting and in this handout. That $350 million increase, part of it is St. Charles.

We're overrunning have overrun and delayed at St. Charles. Also we have some logistics that we're doing. Obviously

we're doing as I said earlier we're doing rail as well, so we do have guidance. When we look out to 2014, we're stillin that $2.5 billion, $2.6 billion, $2.7 billion range. So capital spending has dropped for Valero or is expected to drop

for Valero.

And then we have very good financial strength. We expect to generate a lot of free cash flow, a lower capital spending,

the margins, and all of that. We've been returning cash to the shareholder. We raised our dividend here in January, so

we're up to $0.20 a quarter or $0.80 a year. Over the last two years, we've bought 27 million shares. And you can see

that at the bottom chart on your right, shows you we've been returning cash to the shareholder. And our dividend

payout up at the top, you can see that chart as well. Our goal is to have one of the highest cash yields. We know that's

come down quite a bit here with the stock run we've had, but it still remains one of our goals. We have lot of cash, good

credit, nothing drawn. Our balance sheet's very strong. One of our other goals is to maintain our investment-grade

rating. This retail spinoff, though, the way I view it and the way Gene and Joe would view it, is this is a dividend to our

shareholder. We're dividending value to the shareholder, so we continue to be value focused in returning value to the

shareholder.

So our strengths you expect us to do this. This is our job, to be focused on safety, environmental, regulatory,

compliance you expect that. We all know what happens when managements fall down in this area and our people fall

down, so very strong focus. We need to complete our projects. I've mentioned we're a little behind at St. Charles. It'll

get done here in the second quarter. We continued to improve our portfolio and continue to return cash to our

shareholder, with our goal being to increase our long-term shareholder value. And even though we've had quite a stock

run, we still believe a stock price run we still believe that we're an excellent buy still. Lots of things are going our

way. Remember, a few years ago, I come to a meeting and you all thought Reliance was going to kill us. I haven't had a

question on Reliance unless I bring it up.

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The U.S. is so competitive here, and Valero is doing the right things to capture its piece of this market that lets us to be

able to export. It's not the same as the golden age of refining. This is between the mountains. You think about it, it's

between the Appalachians, and it's between the Rockies. It's all about location in this corridor, and if you don't have thelocation, you have to have those logistics to try to take advantage. So it's coming down, the oil, everything's coming

down toward the Gulf Coast, and that's why these discounts and everything are going to move that way, and that's why

Valero is very well situated to do that.

So Atlantic Basin, there's been closures. Who's the weak link refining in the Atlantic Basin now? Western Europe. The

magnitude, maybe 2 million to 3 million barrels a day. You can see how the whole thing is shaping up for us. Shale

production, investing in projects so we can move lots of barrels. The hydrocrackers are a uniqueness to Valero. They're

coming on a lot one's on, the other one's coming. And we expect to return more cash to the shareholders. And our

retail spin it's very difficult for us to figure out how much the market is giving us credit for this $3 to $5 of value

that's being spun out.

And with that, I thank you very much.

Q&A: Bill, thank you very much indeed. We are running a few minutes late, folks, but we are going to

take five or 10 minutes for questions. And I believe there's a button in the back of your seats, if you have any questions

and we also have a microphone here if the buttons aren't working. On both sides, thank you.

Bill, maybe I could just take off with one. You did mention the potential for LLS discounts relative to Brent. There's a

lot of moving parts, obviously, particularly with Keystone, potential exports or swaps with Mexico, I think are now

being talked about by the EIA. How do you expect heavy oil discounts to follow LLS, or at least how do you expect

that relationship to move forward?

: So the way we would look at the heavy crude discounts is they're going to be against Brent.

So we expect so you got Brent. We expect LLS to go below Brent, and in our mind it has to, because you have all this

light oil. Now, it does depend where you talk about. So we'll say St. James, Houston, Houston/Corpus Christi. There's

going to be all these differentials on the Gulf Coast. But if we just make this simple, Brent, a discount LLS. Then

you're going to have a discount for heavy Maya, but it's really going to be relative back to Brent.

So I would say to you, if everything happens the way we just said, LLS to Maya will narrow. It'll still be economic to

process, though, into a sunk coke, because if you have a 10%, 12% price discount against Brent, you'll have economics

through your coke. And then who sets the price for the products? Products can be exported, so products are at world

price. Brent is the crude that's setting basically, in the whole scheme of things, world prices. So what happens? We'll

still have margin to do it. But I would not mislead you. Our view is LLS to Maya, say Maya heavy crude price, will

narrow. Brent will stay wide enough to run.

: Thanks. Any questions from the floor? And, again, we have two microphones on either side.

Right here in the front.

: What about LLS to WTI?

: So LLS to WTI, our view there is it's all about pipelines. From Cushing, price point Cushing

let's say St. James is the price point. So you got the pipelines coming to Houston, right, or to Port Arthur. Now,

there's a lot of volume, BridgeTex, Longhorn from West Texas. Seaway hasn't done its 400,000 barrels a day, but

eventually they will. They're building a second Seaway, called something, and that's another 440,000 BPD or so.

Then you have Keystone South, which I see all different kinds of numbers, somewhere between 500,000 and 800,000

BPD, all right, coming down Port Arthur back to Houston. So where we see it really is Houston becomes bottlenecked.

Now you have the ECHO line that takes some over. Everybody's looking at barges. Some of our competitors we've

announced stuff, too to move barrels along the Gulf Coast. So our view is you're going to have St. James. You're

going to have a discount coming back to Houston. You'll have discount coming back to Corpus, but it's going to narrow

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approaching the tariff.

Now, we would have said that when Seaway started up and they started to bring 200,000 BPD down to the Gulf Coast,

or 2-something, and then immediately they had that bottleneck in Houston. And so there was no place to move the oil,so it pushed the discount right back to Cushing. So I concede, if I had that crystal ball, I'd tell you, hey but you can

tell that there's so much oil, it's got to be moving. Our view is it's flooding the Gulf Coast. And you talk to the producer

guys, I think they see the same thing; it's flooding.

So then what are we going to do? We're going to take some to Quebec. We already got our license to that. So we can

take it from Corpus to Quebec. We'll be able to do some of that this summer. Our license is for 90,000 barrels a day for

the year. You can do that. Irving, all these other guys are going to so you're going to fill the Canadian refineries, so

the Canadian refineries are going to get it by rail, from west to east. Line 9 coming into Montreal gets reversed.

TransCanada's got its pipeline; they're talking about the conversion because they have no natural gas on the line

anymore. So they're going to have this big trunk line that's idle.

So this is why Keystone XL isn't as important to a Valero as we thought it was four or five years ago, because all these

pipelines are going to move this oil to the East, and maybe they do something going to back to the West. But this oil isgoing to come up, and you're going to fill all these corridors. You may take some to the West Coast on water. Frankly,

rail looks to us that it's going to be very, very viable into the West Coast. At some point, if there's this much oil, you're

going to have to address the export question.

But we would say it goes to the tariffs. It's got to come to the tariffs. So it may not be St. James. St. James may be

discounted to Houston. Houston's discounted back to Cushing. And you may have a couple dollars Brent a couple

dollars freight for Brent for Houston. So this could still be $7, $8, $9, if you add up all the components. But we look at

it as it's got to go to tariff, but where is the point you're clearing?

: Take one more, over here on the left.

: Thank you. Can you discuss, how many of your rail cars, the 5,300, are dedicated to Canada right now, bringing

WCS down?

: Could you start over? I just didn't hear the first part.

: How many of your rail cars, the 5,300, are dedicated to Canada, to bringing WCS down? And could you talk

about the timing, the production volumes. And ultimately, when you start to bring that down, how do you see that

impacting Maya over time in terms of how much volume you could get down there potentially?

: I'm going to let Joe answer this. He's in charge of all these rail cars. Just come up here. And

but the rail cars we've been ordering are coming in over time, and frankly there is this 18-month lead time. So when

you order a rail car today, you don't even see the first one for 18 months. And then the question is how moving

Canadian oil, I think, and with the rail cars.

: Okay. Well, good morning. Our plan right now, of the rail cars we got, probably 1,600 of

those are going to be coiled cars, which will allow us the opportunity then to take raw bitumen, move it in the car, load

the car, and then bring in down, put the steam on it when it gets there, and then move the oil out. The volumes we're

anticipating the volumes to be anywhere from 25,000 to 30,000 barrels a day of raw bitumen going into St. Charles on

rail.

We're also looking at the possibilities of moving heavy sour Canadian crudes into our Wilmington refinery. And so

we've got an allocation of rail cars for that. Now, that's not likely to be bitumen. That's going to be like a WCS or some

oil that's got a diluent in it that would flow. But we'll be able to move volume in there also. And that could be 30,000

barrels a day. So that's our plans for the rail cars right now.

: We also are shipping heavy Canadian oil. We actually ship down to Mississippi from our

Hartford terminal, 25,000, 30,000 barrels a day on barges. We're just like a lot of the guys; we're trying to grab you

know, when we see a $40 discount remember my $3 operating cost our eyes go, whoa, how do we get that? So

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we're doing all those kind of things, too. But the rail car lead-time is amazing, to think that you order a car today, you're

not going to see it for 18 months. And then, if you order 1,000 cars, that's the first car in 18 months, and they come in

to you over the next 12 months.

: Bill, if I may take the last one, then we'll move along. Just a few words perhaps on the

possibility of an MLP of your midstream infrastructure that you're building out?

: Yeah, sure. So the MLP. Well, we see what the marketplace is doing. We saw, frankly, I

think Tesoro was very creative on how they financing the acquisition in California. And we see that. So what we have

said is we're going to finish our retail spin. And, quite frankly, this is very complicated private letter ruling today with

the SEC and I said that'll happen in the second quarter. We're convinced all the i's are getting dotted and all the t's

crossed. So that'll happen.

But that is taking our capacity to do that type of deal. Then I've said to people as I speak to them then we're going to

look at an MLP very seriously. We have somewhere between $50 million and $100 million of EBITDA that we can

readily identify to put into an MLP, and that's really pipeline and terminal, nothing else. We have some pipeline

projects, which we're doing. We're JVed with a couple different people on projects. So we've said we're going to look ait very, very seriously here, but we are going to finish our retail spin.

Doug Leggate

Bill, thank you very much indeed. Thanks, guys, for coming up.

William R. Klesse

Thank you, everybody.

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