TEXT-Fitch rates Virginia GOs 'AAA', outlook is stable

Feb 5 - Fitch Ratings assigns a 'AAA' rating to the following Commonwealth
of Virginia General Obligation (GO) bonds:

--$60.78 million general obligation bonds series 2013A;
--$274.14 million general obligation refunding bonds series 2013B.

The bonds are expected to sell via competition on or about Feb. 13, 2013.

In addition, Fitch affirms the 'AAA' rating on the commonwealth's approximately
$1.78 billion in outstanding GO bonds.

The Rating Outlook is Stable.

SECURITY

The bonds represent general obligations of the commonwealth, with full faith and
credit pledged.

SENSITIVITY/RATING DRIVERS

CONSERVATIVE COMMONWEALTH FINANCIAL MANAGEMENT: The commonwealth's financial
operations are conservatively managed with periodic revenue forecast updates and
a constitutional revenue shortfall reserve. Revenue performance has improved
considerably since the recession and deposits to the state's reserve fund are
budgeted per policy during the current biennium.

DIVERSE ECONOMY WITH HIGH WEALTH LEVELS: The commonwealth benefits from a
diverse economy with relatively low unemployment and high wealth levels.
Reductions in government sector employment over the next few years are likely as
the federal government contracts.

BELOW-AVERAGE DEBT LEVELS: Virginia's debt ratios are in the lower-moderate
range, maintained through deliberate policy and above-average amortization.
Capital needs for education and transportation improvements remain significant.

PENSION FUNDING REFORMS: The funded status of Virginia's retirement system has
declined in recent years, due in part to an underfunding of actuarially required
contributions to the system. The commonwealth has adopted a series of pension
reforms that are expected to result in increased contributions to the system and
limit further growth in the state's pension liabilities in the coming years.

CREDIT PROFILE

The commonwealth's 'AAA' rating reflects its substantial economic resources,
conservative approach to financial operations which includes periodic revenue
forecast updates, and lower-moderate debt levels.

Economic and revenue performance has improved since the start of the 2010 - 2012
biennium, which spanned fiscal years 2011 and 2012 and began July 1, 2010. The
mid-biennium budget amendments, adopted in May 2011, allocated approximately
$480 million in additionally forecast biennium revenues toward health and human
services, higher education, and K-12 education. Revenue overperformance
continued through fiscal 2012, and combined with spending that was ultimately
below budgeted levels, the commonwealth closed the 2010 - 2012 biennium on June
30, 2012 with a surplus of $448.5 million.

Given this revenue over performance, $133 million has been set aside to fund a
deposit due to the revenue stabilization fund in fiscal 2013, while an
additional deposit of $245 million is reserved for deposit in fiscal 2014.
Following these deposits, the rainy day balance is expected to more than double
in size from its current level to total $689 million at the close of fiscal
2014.

Additionally, Fitch notes that $30 million is programmed for deposit in a
Federal Action Contingency Fund (FACT; to address the risk of federal austerity)
with a further appropriation of $30 million contingent on attainment of a budget
surplus during the current 2012 - 2014 biennium (which began on July 1, 2012 and
spans fiscal years 2013 and 2014). Assuming $60 million is ultimately set aside
in the FACT fund, when combined with the expected $689 million in the revenue
stabilization fund, the commonwealth is projected to have approximately $750
million, representing approximately 4.4% of expected fiscal 2014 revenues, in
reserve funds by the close of the 2012 - 2014 biennium.

The adopted budget for the 2012 - 2014 biennium reflects general fund spending
of $34.8 billion over the two-year period, reflecting growth of 9.4% over
adjusted 2010 - 2012 biennial spending. Revenue growth of 2.9% and 4.5% is
reasonably projected for fiscal years 2013 and 2014, respectively. The enacted
budget includes the aforementioned reserve deposits, increased funding for the
state's retirement system to partly address contribution savings taken during
the downturn, growing Medicaid funding requirements, as well as additional
support for K-12 education and higher education.

Through December 2012 (halfway through fiscal year 2013), general fund revenues
are up 3.5% year-over-year, and 3.0% when adjusted for the continuing phase-out
of accelerated sales tax collection. Both percentages modestly trail budget
forecasts of 3.6% and 3.4%, respectively. The governor recently submitted his
proposed budget amendments to the current biennial budget to the legislature.
Highlights include an early deposit towards the required FY 2015 contribution to
the revenue stabilization funds of $50 million, $59 million to fund 2% raises
for public school teachers, and $45 million to restore aid-to-local reductions.

The commonwealth benefits from a diverse economic base and high wealth levels.
Employment declined in 2009 by 3.2% and 0.1% in 2010, though this performance
was less severe than national declines of 4.4% and 0.7% for 2009 and 2010,
respectively. Virginia employment bottomed out in mid-2010, and 1.2% growth was
recorded in 2011. As of December 2012, year-over-year growth was 0.8%, below
1.4% growth for the nation over the same period. Some employment losses
associated with expected Federal government contraction is expected in the near
to medium term given the significant federal and related private sector presence
in the northern part of the state, but Fitch believes the strength of the
state's economy will allow it to absorb a portion of the employment losses.

Unemployment has historically been well below the national rate, and the 5.5%
rate for December 2012 represents just 71% of the U.S. rate for the same month.
Personal income growth in Virginia has been strong through most of the last
decade, typically exceeding that of the nation. The year 2009 saw a decline of
2.8%, comparing favorably with the national decline of 4.8% for the year, while
growth of 4.1% for 2010 and 5.4% in 2011 exceeded U.S. growth. Personal income
per capita, at $46,107, equaled 111% of the U.S. average in 2011, ranking eighth
among the states.

The commonwealth's debt ratios are in the lower moderate range and have grown
slightly over the past fiscal year. As of June 30, 2012, net tax-supported debt
totaled approximately $10.8 billion, equal to 2.9% of 2011 personal income. GO
debt constitutes approximately 17% of net tax-supported debt, with the remainder
principally represented by various appropriation credits. Capital needs for
higher education and transportation improvements remain large, and planned
transportation borrowing is being expedited.

On a combined basis, the burden of the state's net tax-supported debt and
unfunded pension obligations equals 4.9% of 2011 personal income, below the
median for U.S. states rated by Fitch. The adjusted calculation includes only
the state's portion of the total liability to the Virginia Retirement System.
The system-wide funding of the Virginia Retirement System has declined in recent
years in part due to underfunding of contributions, and the June 30, 2011 funded
ratio was 69.9%, down from 84% funded on June 30, 2009. The 2011 calculation now
includes a 7% investment return assumption which Fitch views as conservative.
While certain pension reforms were adopted in 2010, additional reforms
addressing required contribution levels and various plan design changes have
been adopted which are expected to limit further growth in the state's pension
liabilities in the coming years.

Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.
In addition to the sources of information identified in Fitch's Tax-Supported
Rating Criteria, this action was additionally informed by information from IHS
Global Insight.

Applicable Criteria and Related Research:
--'Tax-Supported Rating Criteria' (Aug. 14, 2012);
--'U.S. State Government Tax-Supported Rating Criteria' (Aug. 14, 2012).

Applicable Criteria and Related Research:
Tax-Supported Rating Criteria
U.S. State Government Tax-Supported Rating Criteria