SAN ANTONIO, May 5, 2015 /PRNewswire/ -- Valero Energy Partners LP (NYSE: VLP, the Partnership), today reported first quarter 2015 net income attributable to partners of $22.1 million, or $0.37 per common limited partner unit. The Partnership generated earnings before interest, income taxes, depreciation, and amortization (EBITDA) of $27.8 million and distributable cash flow of $27.5 million. VLP's coverage ratio for the first quarter of 2015 was 1.59x.

"We are executing our accelerated growth strategy," said Joe Gorder, VLP Chairman and Chief Executive Officer. "We acquired the Houston and St. Charles terminals and announced a 31 percent year-over-year increase in the quarterly distribution per unit."

First quarter 2015 revenues were $41.9 million versus first quarter 2014 revenues of $29.5 million. The increase was primarily related to the acquisition of the Houston and St. Charles Terminal Services Business and higher volumes in the Port Arthur and Memphis logistics systems.

Operating expenses in the first quarter of 2015 were $17.9 million, general and administrative expenses were $3.6 million, and depreciation expense was $7.5 million. Total costs and expenses were $3.7 million higher in the first quarter of 2015 compared to the first quarter of 2014, mainly due to incremental depreciation expense on assets placed into service in 2014, acquisition costs, and increased administrative and insurance expenses related to acquired businesses.

Liquidity and Financial Position
As of March 31, 2015, the Partnership had $128 million of total liquidity consisting of $28 million in cash and cash equivalents and $100 million available on its revolving credit facility. Capital spending attributable to the Partnership in the first quarter of 2015 was $1.3 million, including $1.1 million for maintenance and $0.2 million for expansion. For 2015, capital expenditures attributable to the Partnership are expected to total $12.5 million, of which approximately $7 million is for maintenance.

Strategic Update
Commenting on growth plans, Gorder said, "With more than two-thirds of Valero's planned $1 billion of drop downs in 2015 already completed, we're on track to continue growing distributions."

The Partnership expects to complete another acquisition from its sponsor in the second half of 2015.

Conference Call
The Partnership's senior management will host a conference call at 3 p.m. ET today to discuss this earnings release. A live broadcast of the conference call will be available on the Partnership's web site at www.valeroenergypartners.com.

About Valero Energy Partners LP
Valero Energy Partners LP is a fee-based, growth-oriented, master limited partnership formed by Valero Energy Corporation to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets. With headquarters in San Antonio, the Partnership's assets include crude oil and refined petroleum products pipeline and terminal systems in the Gulf Coast and Mid-Continent regions of the United States that are integral to the operations of several of Valero's refineries.

Contacts
Investors:
John Locke, Executive Director - Investor Relations, 210-345-3077
Karen Ngo, Manager - Investor Relations, 210-345-4574

Media:
Bill Day, Vice President - Communications, 210-345-2928

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Safe-Harbor Statement
This release contains forward-looking statements within the meaning of federal securities laws. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. You can identify forward-looking statements by words such as "anticipate," "believe," "estimate," "expect," "forecast," "project," "could," "may," "should," "would," "will" or other similar expressions that convey the uncertainty of future events or outcomes. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control and are difficult to predict. These statements are often based upon various assumptions, many of which are based, in turn, upon further assumptions, including examination of historical operating trends made by the management of the Partnership. Although the Partnership believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond its control, the Partnership cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Partnership's filings with the U.S. Securities and Exchange Commission, including the Partnership's annual reports on Form 10-K and quarterly reports on Form 10-Q, available on the Partnership's website at www.valeroenergypartners.com. These risks could cause the Partnership's actual results to differ materially from those contained in any forward-looking statement.

Use of Non-GAAP Financial Information
This earnings release includes the terms "EBITDA," "distributable cash flow," and "coverage ratio." These terms are supplemental financial measures that are not defined under United States generally accepted accounting principles (GAAP). We reconcile these non-GAAP measures to the most directly comparable GAAP measures in the tables that accompany this release. In note (k) to the tables that accompany this release, we disclose the reasons why we believe our use of the non-GAAP financial measures in this release provides useful information.



                                                  VALERO ENERGY PARTNERS LP

                                                      EARNINGS RELEASE

                           (In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

                                                         (Unaudited)


                                                           Three Months Ended March 31,
                                                        ----------------------------

                                                              2015                    2014
                                                              ----                    ----

    Statement of income data (a):

    Operating revenues - related
     party (b)                                                        $41,886                          $29,489
                                                                      -------                          -------

    Costs and expenses:

    Operating expenses (c)                                  17,864                              16,237

    General and administrative
     expenses (d)                                            3,565                               3,097

    Depreciation expense (e)                                 7,488                               5,916
                                                             -----                               -----

    Total costs and expenses                                28,917                              25,250
                                                            ------                              ------

    Operating income                                        12,969                               4,239

    Other income, net (f)                                      111                                 666

    Interest and debt expense, net of
     capitalized interest (g)                                (601)                              (228)
                                                              ----                                ----

    Income before income taxes                              12,479                               4,677

    Income tax expense (benefit) (h)                         (126)                                157
                                                              ----                                 ---

    Net income                                              12,605                               4,520

       Less:  Net loss attributable to
        Predecessor                                        (9,516)                            (5,962)
                                                            ------                              ------

    Net income attributable to
     partners                                               22,121                              10,482

       Less:  General partner's interest
        in net income                                          852                                 210
                                                               ---                                 ---

    Limited partners' interest in net
     income                                                           $21,269                          $10,272
                                                                      =======                          =======


    Net income per limited partner
     unit (basic and diluted):

    Common units                                                        $0.37                            $0.18

    Subordinated units                                                  $0.36                            $0.18


    Weighted-average limited partner
     units outstanding:

    Common units - public (basic)                           17,250                              17,250

    Common units - public (diluted)                         17,250                              17,252

    Common units - Valero (basic and
     diluted)                                               12,176                              11,540

    Subordinated units - Valero
     (basic and diluted)                                    28,790                              28,790


                                   See Notes to Earnings Release on Table Page 6.



                                              VALERO ENERGY PARTNERS LP

                                                  EARNINGS RELEASE

                       (In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

                                                     (Unaudited)


                                                            Three Months Ended March 31,
                                                          ----------------------------

                                                           2015                          2014
                                                           ----                          ----

    Operating
     highlights
     (a):

    Pipeline
     transportation:

       Pipeline
        transportation
        revenues (b)                                               $19,875                       $15,234
                                                                   =======                       =======

       Pipeline
        transportation
        throughput
        (BPD) (i)                                       979,821                         810,352

       Average
        pipeline
        transportation
        revenue per
        barrel (j)                                                   $0.23                         $0.21

    Terminaling:

       Terminaling
        revenues (b)                                               $21,876                       $13,967
                                                                   =======                       =======

       Terminaling
        throughput
        (BPD)                                           807,429                         568,856

       Average
        terminaling
        revenue per
        barrel (j)                                                   $0.30                         $0.27

    Storage
     revenues                                                         $135                          $288
                                                                      ====                          ====

       Total operating
        revenues -
        related party                                              $41,886                       $29,489
                                                                   =======                       =======

    Capital
     expenditures
     (a):

    Maintenance                                                     $3,360                        $3,778

    Expansion                                             1,618                          18,698
                                                          -----                          ------

       Total capital
        expenditures                                      4,978                          22,476

       Less: Capital
        expenditures
        attributable
        to Predecessor                                    3,693                          21,612

    Capital
     expenditures
     attributable
     to Partnership                                                 $1,285                          $864
                                                                    ======                          ====

    Other financial
     information:

    Distribution
     declared per
     unit                                                          $0.2775                       $0.2125

    EBITDA
     attributable
     to Partnership
     (k)                                                           $27,810                       $13,858

    Distributable
     cash flow (k)                                                 $27,452                       $13,565

    Distribution
     declared:

       Limited partner
        units - public                                              $4,790                        $3,667

       Limited partner
        units - Valero                                   11,721                           8,570

       General partner
        units - Valero                                      755                             250

       Total
        distribution
        declared                                                   $17,266                       $12,487
                                                                   =======                       =======

    Coverage ratio
     (k)                                                  1.59x                          1.09x


                                                      March 31,               December 31,

                                                           2015                          2014
                                                           ----                          ----

    Balance sheet
     data (a):

    Cash and cash
     equivalents                                                   $27,710                      $236,579

    Total assets                                        690,848                         891,764

    Current portion
     of debt and
     capital lease
     obligations                                          1,241                           1,200

    Debt and
     capital lease
     obligations,
     less current
     portion                                            361,103                           1,519

    Total debt and
     capital lease
     obligations                                        362,344                           2,719

    Partners'
     capital                                            321,280                         880,910

    Working capital                                      37,997                         238,365


                               See Notes to Earnings Release on Table Page 6.



                                                                  VALERO ENERGY PARTNERS LP

                                                                      EARNINGS RELEASE

                                           (In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

                                                                         (Unaudited)


                                                           Three Months Ended March 31,
                                                         ----------------------------

                                                             2015                                  2014
                                                             ----                                  ----

    Reconciliation of net income to EBITDA
     and distributable cash flow (a)(k):

    Net income                                                                     $12,605                           $4,520

    Plus:

    Depreciation expense                                    7,488                                             5,916

    Interest and debt expense, net of
     capitalized interest                                     601                                               228

    Income tax expense (benefit)                            (126)                                              157
                                                             ----

    EBITDA                                                 20,568                                            10,821

       Less:  EBITDA attributable to
        Predecessor                                       (7,242)                                          (3,037)
                                                           ------                                            ------

    EBITDA attributable to Partnership                     27,810                                            13,858

    Plus:

    Adjustments related to minimum
     throughput commitments                                  (20)                                               32

    Projects prefunded by Valero                              589                                               775

    Other                                                     384                                                 -

    Less:

    Cash interest paid                                        172                                               236

    Maintenance capital expenditures                        1,139                                               864

    Distributable cash flow                                                        $27,452                          $13,565
                                                                                   =======                          =======

    Reconciliation of net cash provided by
     operating activities to EBITDA and
     distributable cash flow (a)(k):

    Net cash provided by operating
     activities                                                                    $12,507                          $13,178

    Plus:

    Changes in current assets and current
     liabilities                                            7,755                                           (2,771)

    Changes in deferred charges and
     credits and other operating
     activities, net                                        (418)                                               73

    Interest and debt expense, net of
     capitalized interest                                     601                                               228

    Current income tax expense                                123                                               113

    EBITDA                                                 20,568                                            10,821

       Less:  EBITDA attributable to
        Predecessor                                       (7,242)                                          (3,037)
                                                           ------                                            ------

    EBITDA attributable to Partnership                     27,810                                            13,858

    Plus:

    Adjustments related to minimum
     throughput commitments                                  (20)                                               32

    Projects prefunded by Valero                              589                                               775

    Other                                                     384                                                 -

    Less:

    Cash interest paid                                        172                                               236

    Maintenance capital expenditures                        1,139                                               864

    Distributable cash flow                                                        $27,452                          $13,565
                                                                                   =======                          =======


                                                   See Notes to Earnings Release on Table Page 6.



                                           VALERO ENERGY PARTNERS LP

                                               EARNINGS RELEASE

                    (In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

                                                  (Unaudited)


                                                       Three Months Ended March 31,
                                                     ----------------------------

                                                      2015                  2014
                                                      ----                  ----

    Comparison of
     ratio of net
     income
     attributable
     to partners
     divided by
     total
     distribution
     declared to
     coverage ratio
     (k):

    Net income
     attributable
     to partners                                              $22,121                       $10,482

    Total
     distribution
     declared                                                 $17,266                       $12,487

    Ratio of net
     income
     attributable
     to partners
     divided by
     total
     distribution
     declared                                        1.28x                          0.84x

    Coverage ratio:
     Distributable
     cash flow
     divided by
     total
     distribution
     declared                                        1.59x                          1.09x


The following tables present our consolidated statements of income for the three months ended March 31, 2015 and 2014, giving effect to the acquisition of the Houston and St. Charles Terminal Services Business for periods prior to March 1, 2015 and the acquisition of the Texas Crude Systems Business for periods prior to July 1, 2014. See Note (a) of Notes to Earnings Release for a discussion of the basis of this presentation.



                                                     Three Months Ended March 31, 2015
                                                     ---------------------------------

                                      Valero Energy     Houston and     Valero Energy
                                        Partners LP                St. Charles                Partners LP
                                                                     Terminal                  (Currently
                                                                     Services                  Reported)
                                                                     Business
                                                                   (January 1,
                                                                     2015 to
                                                                     February
                                                                    28, 2015)
                                      --------------              ------------              --------------

    Operating revenues - related
     party (b)                                          $41,886                                           $   -           $41,886
                                                        -------                                         --- ---           -------

    Costs and expenses:

    Operating expenses                        10,669                                  7,195                        17,864

    General and administrative
     expenses                                  3,518                                     47                         3,565

    Depreciation expense                       5,214                                  2,274                         7,488
                                               -----                                  -----

    Total costs and expenses                  19,401                                  9,516                        28,917
                                              ------                                  -----                        ------

    Operating income (loss)                   22,485                                (9,516)                       12,969

    Other income, net                            111                                      -                          111

    Interest and debt expense, net of
     capitalized interest                      (601)                                     -                        (601)
                                                ----                                    ---                         ----

    Income (loss) before income taxes         21,995                                (9,516)                       12,479

    Income tax benefit                         (126)                                     -                        (126)
                                                ----                                    ---                         ----

    Net income (loss)                         22,121                                (9,516)                       12,605
                                              ------                                 ------                        ------

    Less:  Net loss attributable to
     Predecessor                                   -                               (9,516)                      (9,516)

    Net income attributable to
     partners                                           $22,121                                           $   -           $22,121
                                                        =======                                         === ===           =======


                                             See Notes to Earnings Release on Table Page 6.



                                                                            VALERO ENERGY PARTNERS LP

                                                                                EARNINGS RELEASE

                                                     (In Thousands, Except per Unit Amounts, per Barrel Amounts, and Ratios)

                                                                                   (Unaudited)


                                                              Three Months Ended March 31, 2014
                                                              ---------------------------------

                                      Valero Energy    Texas Crude      Houston and     Valero Energy
                                        Partners LP                 Systems                   St. Charles               Partners LP
                                        (Previously                 Business                   Terminal                  (Currently
                                         Reported)                                             Services                  Reported)
                                                                                               Business

                                                                  (January 1,                 (January 1,
                                                                 2014 to March                  2014 to
                                                                   31, 2014)                   March 31,
                                                                                                 2014)
                                                                --------------               ------------

    Operating revenues - related
     party (b)                                        $21,531                                                 $7,958                      $        -   $29,489
                                                      -------                                                 ------                    ---      ---   -------

    Costs and expenses:

    Operating expenses                         5,726                                  1,902                                      8,609         16,237

    General and administrative
     expenses                                  2,595                                    437                                         65          3,097

    Depreciation expense                       3,058                                    843                                      2,015          5,916
                                               -----

    Total costs and expenses                  11,379                                  3,182                                     10,689         25,250
                                              ------                                  -----                                     ------         ------

    Operating income (loss)                   10,152                                  4,776                                   (10,689)         4,239

    Other income, net                            648                                     18                                          -           666

    Interest and debt expense, net of
     capitalized interest                      (228)                                     -                                         -         (228)
                                                ----                                    ---                                       ---          ----

    Income (loss) before income taxes         10,572                                  4,794                                   (10,689)         4,677

    Income tax expense                            90                                     67                                          -           157

    Net income (loss)                         10,482                                  4,727                                   (10,689)         4,520
                                              ------                                  -----                                    -------          -----

    Less:  Net income (loss)
     attributable to Predecessor                   -                                 4,727                                   (10,689)       (5,962)

    Net income attributable to
     partners                                         $10,482                                            $         -                     $        -   $10,482
                                                      =======                                          ===       ===                   ===      ===   =======


The following table presents our balance sheet data as of December 31, 2014, giving effect to the acquisition of the Houston and St. Charles Terminal Services Business. See Note (a) of Notes to Earnings Release for a discussion of the basis of this presentation.



                                                 December 31, 2014
                                                 -----------------

                           Valero Energy     Houston and     Valero Energy
                             Partners LP                 St. Charles               Partners LP
                             (Previously                   Terminal                 (Currently
                              Reported)                    Services                 Reported)
                                                           Business
                           --------------               ------------             --------------

    Cash and cash
     equivalents                             $236,579                                          $ -          $236,579

    Total assets                  596,073                               295,691                     891,764

    Current portion of
     debt and capital
     lease obligations              1,200                                     -                      1,200

    Debt and capital lease
     obligations, less
     current portion                1,519                                     -                      1,519

    Total debt and capital
     lease obligations              2,719                                     -                      2,719

    Partners' capital             585,219                               295,691                     880,910

    Working capital               238,365                                     -                    238,365


                                     See Notes to Earnings Release on Table Page 6.



                          VALERO ENERGY PARTNERS LP

                          NOTES TO EARNINGS RELEASE



    (a)              References to the
                     "Partnership,"
                     "we," "us," or
                     "our" refer to
                     Valero Energy
                     Partners LP, one
                     or more of its
                     subsidiaries, or
                     all of them
                     taken as a whole
                     for periods
                     after December
                     16, 2013, the
                     date the
                     Partnership
                     completed its
                     initial public
                     offering (IPO).
                     For periods
                     prior to the IPO
                     and periods
                     prior to the
                     Acquisitions
                     (defined below),
                     those terms
                     refer to Valero
                     Energy Partners
                     LP Predecessor,
                     our Predecessor
                     for accounting
                     purposes.
                     References in
                     these notes to
                     "Valero" may
                     refer to Valero
                     Energy
                     Corporation, one
                     or more of its
                     subsidiaries, or
                     all of them
                     taken as a
                     whole, other
                     than Valero
                     Energy Partners
                     LP, any of its
                     subsidiaries, or
                     its general
                     partner.


                    Effective March
                     1, 2015, we
                     acquired the
                     Houston and St.
                     Charles Terminal
                     Services
                     Business from
                     Valero (the
                     Houston and St.
                     Charles Terminal
                     Acquisition) for
                     total
                     consideration of
                     $671.2 million
                     consisting of
                     (i) cash of
                     $571.2 million
                     and (ii) the
                     issuance of
                     1,908,100 common
                     units
                     representing
                     limited partner
                     interests in us
                     and 38,941
                     general partner
                     units
                     representing
                     general partner
                     interests in us
                     to our general
                     partner having
                     an aggregate
                     value,
                     collectively, of
                     $100.0 million.
                     We funded the
                     cash
                     distribution to
                     Valero with
                     $211.2 million
                     of our cash on
                     hand, $200.0
                     million of
                     borrowings under
                     our revolving
                     credit facility,
                     and $160.0
                     million of
                     proceeds from a
                     subordinated
                     credit agreement
                     with Valero. We
                     began receiving
                     fees for
                     services
                     provided by this
                     business
                     commencing on
                     March 1, 2015.


                    Effective July 1,
                     2014, we
                     acquired the
                     Texas Crude
                     Systems Business
                     from Valero (the
                     Texas Crude
                     Systems
                     Acquisition) for
                     total cash
                     consideration of
                     $154.0 million,
                     and we began
                     receiving fees
                     for services
                     provided by this
                     business
                     commencing on
                     July 1, 2014.


                    The Texas Crude
                     Systems
                     Acquisition and
                     the Houston and
                     St. Charles
                     Terminal
                     Acquisition
                     (collectively,
                     the
                     Acquisitions)
                     were each
                     accounted for as
                     transfers of a
                     business between
                     entities under
                     the common
                     control of
                     Valero. As
                     entities under
                     the common
                     control of
                     Valero, we
                     recorded the
                     Acquisitions on
                     our balance
                     sheet at
                     Valero's
                     carrying value
                     rather than fair
                     value. Transfers
                     between entities
                     under common
                     control are
                     accounted for as
                     though the
                     transfer
                     occurred as of
                     the beginning of
                     the period of
                     transfer, and
                     prior period
                     financial
                     statements and
                     financial
                     information are
                     retrospectively
                     adjusted to
                     furnish
                     comparative
                     information.
                     Accordingly, the
                     statement of
                     income data and
                     operating
                     highlights and
                     capital
                     expenditures
                     data have been
                     retrospectively
                     adjusted to
                     include the
                     historical
                     results of
                     operations of
                     the Texas Crude
                     Systems Business
                     for periods
                     presented prior
                     to July 1, 2014
                     and the
                     historical
                     results of
                     operations of
                     the Houston and
                     St. Charles
                     Terminal
                     Services
                     Business for
                     periods
                     presented prior
                     to March 1,
                     2015. In
                     addition, the
                     balance sheet
                     data as of
                     December 31,
                     2014 has been
                     retrospectively
                     adjusted to
                     include the
                     assets and
                     liabilities of
                     the Houston and
                     St. Charles
                     Terminal
                     Services
                     Business.


    (b)              Operating
                     revenues include
                     amounts
                     attributable to
                     our Predecessor.
                     Prior to being
                     acquired by us,
                     the Texas Crude
                     Systems Business
                     generated
                     revenues by
                     providing fee-
                     based
                     transportation
                     and terminaling
                     services to
                     Valero, but the
                     Houston and St.
                     Charles Terminal
                     Services
                     Business did not
                     charge Valero
                     for services
                     provided and did
                     not generate
                     revenues.
                     Effective with
                     the date of each
                     of the
                     Acquisitions, we
                     entered into
                     additional
                     schedules to our
                     commercial
                     agreements with
                     Valero with
                     respect to the
                     services we
                     provide to
                     Valero using the
                     assets of the
                     acquired
                     businesses. This
                     resulted in (i)
                     changes to
                     pipeline and
                     terminaling
                     throughput fees
                     previously
                     charged to
                     Valero by the
                     Texas Crude
                     Systems Business
                     and (ii) the
                     recognition of
                     terminaling
                     revenues by the
                     Houston and St.
                     Charles Terminal
                     Services
                     Business.


    (c)              The increase in
                     operating
                     expenses for the
                     three months
                     ended March 31,
                     2015 compared to
                     the three months
                     ended March 31,
                     2014 was due
                     primarily to an
                     increase in
                     waste handling
                     costs of
                     $802,000 at the
                     St. Charles
                     terminal. In
                     addition,
                     insurance
                     expense
                     increased
                     $331,000 as a
                     result of the
                     assets of the
                     acquired
                     businesses being
                     covered under
                     our own
                     insurance
                     policies. Prior
                     to the
                     Acquisitions,
                     our Predecessor
                     was allocated a
                     portion of
                     Valero's
                     insurance costs.


    (d)              The increase in
                     general and
                     administrative
                     expenses for the
                     three months
                     ended March 31,
                     2015 compared to
                     the three months
                     ended March 31,
                     2014 was due
                     primarily to
                     $546,000 in
                     costs related to
                     the acquisition
                     of the Houston
                     and St. Charles
                     Terminal
                     Services
                     Business.


    (e)              The increase in
                     depreciation
                     expense for the
                     three months
                     ended March 31,
                     2015 compared to
                     the three months
                     ended March 31,
                     2014 was due
                     primarily to the
                     effect of assets
                     placed in
                     service during
                     2014, including
                     the expansion of
                     the St. Charles
                     terminal, the
                     interconnection
                     with
                     TransCanada's
                     Cushing
                     Marketlink
                     pipeline, and
                     the expansion of
                     the Three Rivers
                     crude system.


    (f)              The decrease in
                     "other income,
                     net" for the
                     three months
                     ended March 31,
                     2015 compared to
                     the three months
                     ended March 31,
                     2014 was due
                     primarily to a
                     decrease in
                     scrap metal
                     sales of
                     $365,000 and a
                     decrease in
                     interest income
                     (net of bank
                     fees) of
                     $190,000
                     attributable to
                     a reduced cash
                     balance during
                     the three months
                     ended March 31,
                     2015.


    (g)              The increase in
                     "interest and
                     debt expense,
                     net of
                     capitalized
                     interest" for
                     the three months
                     ended March 31,
                     2015 compared to
                     the three months
                     ended March 31,
                     2014 was due
                     primarily to
                     $240,000 and
                     $190,000 in
                     interest expense
                     incurred on
                     borrowings of
                     $200.0 million
                     under our
                     revolving credit
                     facility and
                     $160.0 million
                     under a
                     subordinated
                     credit agreement
                     with Valero,
                     respectively, in
                     connection with
                     the acquisition
                     of the Houston
                     and St. Charles
                     Terminal
                     Services
                     Business.


    (h)              Our income tax
                     expense
                     (benefit) is
                     associated with
                     the Texas margin
                     tax. During the
                     three months
                     ended March 31,
                     2015, we reduced
                     our deferred
                     income tax
                     liabilities due
                     to a reduction
                     in the relative
                     amount of
                     revenue we
                     generate in
                     Texas compared
                     to our total
                     revenue. This
                     reduction was a
                     result of the
                     acquisition of
                     the Houston and
                     St. Charles
                     Terminal
                     Services
                     Business (which
                     includes
                     operations in
                     Louisiana).


    (i)              Represents the
                     sum of volumes
                     transported
                     through each
                     separately
                     tariffed
                     pipeline
                     segment.


    (j)              Management uses
                     average revenue
                     per barrel to
                     evaluate
                     performance and
                     compare
                     profitability to
                     other companies
                     in the industry.
                     There are a
                     variety of ways
                     to calculate
                     average revenue
                     per barrel;
                     different
                     companies may
                     calculate it in
                     different ways.
                     We calculate
                     average revenue
                     per barrel as
                     revenue divided
                     by throughput
                     for the period.
                     Throughput can
                     be derived by
                     multiplying the
                     throughput
                     barrels per day
                     (BPD) by the
                     number of days
                     in the period.
                     Investors and
                     analysts use
                     this financial
                     measure to help
                     analyze and
                     compare
                     companies in the
                     industry on the
                     basis of
                     operating
                     performance.
                     This financial
                     measure should
                     not be
                     considered as an
                     alternative to
                     revenues
                     presented in
                     accordance with
                     U.S. generally
                     accepted
                     accounting
                     principles
                     (GAAP).


    (k)              We define EBITDA
                     as net income
                     before income
                     tax expense,
                     interest
                     expense, and
                     depreciation
                     expense. We
                     define
                     distributable
                     cash flow as
                     EBITDA less cash
                     payments during
                     the period for
                     interest, income
                     taxes, and
                     maintenance
                     capital
                     expenditures,
                     plus adjustments
                     related to
                     minimum
                     throughput
                     commitments,
                     capital projects
                     prefunded by
                     Valero, and
                     certain other
                     items. We define
                     coverage ratio
                     as the ratio of
                     distributable
                     cash flow to the
                     total
                     distribution
                     declared.


                    EBITDA,
                     distributable
                     cash flow, and
                     coverage ratio
                     are supplemental
                     financial
                     measures that
                     are not defined
                     under GAAP. They
                     may be used by
                     management and
                     external users
                     of our financial
                     statements, such
                     as industry
                     analysts,
                     investors,
                     lenders, and
                     rating agencies,
                     to:


                    --                     describe our expectation of
                                          forecasted earnings;

                   --                     assess our operating performance
                                          as compared to other publicly
                                          traded limited partnerships in
                                          the transportation and logistics
                                          industry, without regard to
                                          historical cost basis or, in the
                                          case of EBITDA, financing
                                          methods;

                    --                     assess the ability of our business
                                          to generate sufficient cash to
                                          support our decision to make
                                          distributions to our unitholders;

                    --                     assess our ability to incur and
                                          service debt and fund capital
                                          expenditures; and

                   --                     assess the viability of
                                          acquisitions and other capital
                                          expenditure projects and the
                                          returns on investment of various
                                          investment opportunities.


                    We believe that
                     the presentation
                     of EBITDA
                     provides useful
                     information to
                     investors in
                     assessing our
                     financial
                     condition and
                     results of
                     operations. The
                     GAAP measures
                     most directly
                     comparable to
                     EBITDA are net
                     income and net
                     cash provided by
                     operating
                     activities.
                     EBITDA should
                     not be
                     considered an
                     alternative to
                     net income or
                     net cash
                     provided by
                     operating
                     activities
                     presented in
                     accordance with
                     GAAP. EBITDA has
                     important
                     limitations as
                     an analytical
                     tool because it
                     excludes some,
                     but not all,
                     items that
                     affect net
                     income or net
                     cash provided by
                     operating
                     activities.
                     EBITDA should
                     not be
                     considered in
                     isolation or as
                     a substitute for
                     analysis of our
                     results as
                     reported under
                     GAAP.
                     Additionally,
                     because EBITDA
                     may be defined
                     differently by
                     other companies
                     in our industry,
                     our definition
                     of EBITDA may
                     not be
                     comparable to
                     similarly titled
                     measures of
                     other companies,
                     thereby
                     diminishing its
                     utility.


                    We use
                     distributable
                     cash flow to
                     measure whether
                     we have
                     generated from
                     our operations,
                     or "earned," an
                     amount of cash
                     sufficient to
                     support the
                     payment of the
                     minimum
                     quarterly
                     distributions.
                     Our partnership
                     agreement
                     contains the
                     concept of
                     "operating
                     surplus" to
                     determine
                     whether our
                     operations are
                     generating
                     sufficient cash
                     to support the
                     distributions
                     that we are
                     paying, as
                     opposed to
                     returning
                     capital to our
                     partners.
                     Because
                     operating
                     surplus is a
                     cumulative
                     concept
                     (measured from
                     the IPO date and
                     compared to
                     cumulative
                     distributions
                     from the IPO
                     date), we use
                     the term
                     distributable
                     cash flow to
                     approximate
                     operating
                     surplus on a
                     quarterly or
                     annual, rather
                     than a
                     cumulative,
                     basis. As a
                     result,
                     distributable
                     cash flow is not
                     necessarily
                     indicative of
                     the actual cash
                     we have on hand
                     to distribute or
                     that we are
                     required to
                     distribute.


                    We use the
                     coverage ratio
                     to reflect the
                     relationship
                     between our
                     distributable
                     cash flow and
                     the total
                     distribution
                     declared. We
                     have also
                     provided the
                     ratio of net
                     income
                     attributable to
                     partners, the
                     most directly
                     comparable GAAP
                     measure to
                     distributable
                     cash flow, to
                     the total
                     distribution
                     declared.

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SOURCE Valero Energy Partners LP