0001035002 srt:ConsolidationEliminationsMember vlo:VariableInterestEntityPrimaryBeneficiaryDiamondGreenDieselHoldingsLLCMember 2019-01-01 2019-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182019
OR
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _______________ to _______________
Commission file number 1-13175001-13175
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware74-1828067
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
One Valero Way
San Antonio, Texas78249
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (210) 345-2000

Securities registered pursuant to Section 12(b) of the Act:
One Valero WayTitle of each class 
San Antonio, TexasTrading Symbol(s)78249Name of each exchange on which registered
(Address of principal executive offices)Common stock(Zip Code)
 Registrant’s telephone number, including area code: (210) 345-2000VLO New York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.01 par value per share listed on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ☑ No o☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o☐ No þ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ☑ No o☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ☑ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ ☑Accelerated filero ☐Non-accelerated filero☐
Smaller reporting companyo ☐Emerging growth companyo☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No þ☑
The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately $47.5$35.5 billion based on the last sales price quoted as of June 29, 201828, 2019 on the New York Stock Exchange, the last business day of the registrant’s most recently completed second fiscal quarter.
As of January 31, 2019, 417,614,4872020, 409,337,126 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
We intend to file with the Securities and Exchange Commission a definitive Proxy Statement for our Annual Meeting of Stockholders scheduled for April 30, 2019,2020, at which directors will be elected. Portions of the 20192020 Proxy Statement are incorporated by reference in Part III of this Form 10-K and are deemed to be a part of this report.

CROSS-REFERENCE SHEET


The following table indicates the headings in the 20192020 Proxy Statement where certain information required in Part III of this Form 10-K may be found.


Form 10-K Item No. and Caption Heading in 20192020 Proxy Statement
    
10.
Directors, Executive Officers and
Corporate Governance
 
Information Regarding the Board of Directors, Independent Directors, Audit Committee, Proposal No. 1 Election of Directors, Information Concerning Nominees and Other Directors,Identification of Executive Officers,Section 16(a) Beneficial Ownership Reporting Compliance, and Governance Documents and Codes of Ethics
    
11.Executive Compensation 
Compensation Committee, Compensation Discussion and Analysis, Executive Compensation, Director Compensation, Pay Ratio Disclosure, and Certain Relationships and Related Transactions
    
12.
Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
 
Beneficial Ownership of Valero Securities and Equity Compensation Plan Information
    
13.
Certain Relationships and Related
Transactions, and
Director Independence
 
Certain Relationships and Related Transactions and Independent Directors
    
14.Principal Accountant Fees and Services 
KPMG LLP Fees and Audit Committee Pre-Approval Policy


Copies of all documents incorporated by reference, other than exhibits to such documents, will be provided without charge to each person who receives a copy of this Form 10-K upon written request to Valero Energy Corporation, Attn: Secretary, P.O. Box 696000, San Antonio, Texas 78269-6000.








i


CONTENTS
  PAGE
PART I
 
1
Items 1. & 2.
Business and Properties
1
 
Overview
1
 
Available Information
1
 
Valero’s Operations
2
 
Environmental Matters
139
 
Properties
139
Item 1A.
Risk Factors
1410
Item 1B.
Unresolved Staff Comments
2118
Item 3.
Legal Proceedings
2118
Item 4.
Mine Safety Disclosures
2219
   
PART II
 
2220
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and

Issuer Purchases of Equity Securities
20
Item 6.
Selected Financial Data
22
Item 6.7.
Selected Financial Data
24
Item 7.
Management’s Discussion and Analysis of Financial Condition and

Results of Operations
2523
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
6057
Item 8.
Financial Statements and Supplementary Data
6259
Item 9.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
139146
Item 9A.
Controls and Procedures
139146
Item 9B.
Other Information
139146
   
PART III
 
139146
Item 10.
Directors, Executive Officers and Corporate Governance
139146
Item 11.
Executive Compensation
139146
Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
139146
Item 13.
Certain Relationships and Related Transactions, and Director Independence
139146
Item 14.
Principal Accountant Fees and Services
139146
   
PART IV
 
140147
Item 15.
Exhibits and Financial Statement Schedules
140147
   
Signature
 
144151
   






ii
Table of Contents


The terms “Valero,” “we,” “our,” and “us,” as used in this report, may refer to Valero Energy Corporation, to one or more of its consolidated subsidiaries, or to all of them taken as a whole. In this Form 10-K, we make certain forward-looking statements, including statements regarding our plans, strategies, objectives, expectations, intentions, and resources under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should read our forward-looking statements together with our disclosures beginning on page 2523 of this report under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.”


PART I


ITEMS 1. and 2. BUSINESS AND PROPERTIES


OVERVIEW


We are a Fortune 500 company based in San Antonio, Texas. Our corporate offices are at One Valero Way, San Antonio, Texas, 78249, and our telephone number is (210) 345-2000. We were incorporated in Delaware in 1981 under the name Valero Refining and Marketing Company. We changed our name to Valero Energy Corporation on August 1, 1997. Our common stock trades on the New York Stock Exchange (NYSE) under the trading symbol “VLO.” On January 31, 2019,2020, we had 10,26110,222 employees.


We own 15 petroleum refineries located in the United States (U.S.), Canada, and the United Kingdom (U.K.) with a combined throughput capacity of approximately 3.13.15 million barrels per day (BPD). Our refineries produce conventional gasolines, premium gasolines, gasoline meeting the specifications of the California Air Resources Board (CARB), diesel, low-sulfur diesel, ultra-low-sulfur diesel, CARB diesel, other distillates, jet fuel, asphalt, petrochemicals, lubricants, and other refined petroleum products. We sell our refined petroleum products in both the wholesale rack and bulk markets, and approximately 7,000 outlets carry our brand names in the U.S., Canada, the U.K., and Ireland. We also own 14 ethanol plants located in the Mid-Continent region of the U.S. with a combined production capacity of approximately 1.73 billion gallons per year. We are also a joint venture partner in Diamond Green Diesel Holdings LLC (DGD), which owns and operates a renewable diesel plant in Norco, Louisiana. We sell our ethanolproducts in the wholesale rack or bulk market.markets in the U.S., Canada, the U.K., Ireland, and Latin America. Approximately 7,000 outlets carry our brand names.


On January 10, 2019, we completed our acquisition of all of the outstanding publicly held common units of Valero Energy Partners LP (VLP) as described in Note 2 of Notes to Consolidated Financial Statements, which is incorporated herein by reference.


AVAILABLE INFORMATION


Our website address is www.valero.com. Information on our website is not part of this report. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports, as well as any amendments to those reports, filed with (or furnished to) the U.S. Securities and Exchange Commission (SEC) are available on our website (under “Investors”)About Valero > Investor Relations > Financial Information > SEC Filings) free of charge, soon after we file or furnish such material. In this same location, we also post our corporate governance guidelines and other governance policies, codes of ethics, and the charters of the committees of our board of directors. These documents are available in print to any stockholder that makes a written request to Valero Energy Corporation, Attn: Secretary, P.O. Box 696000, San Antonio, Texas 78269-6000.








1
Table of Contents


VALERO’S OPERATIONS

As of December 31, 2018, we had three reportable segments as follows:

Refining segment includes our refining operations, the associated marketing activities, and certain logistics assets, which are not owned by VLP, that support our refining operations;

Ethanol segment includes our ethanol operations, the associated marketing activities, and logistics assets that support our ethanol operations; and

VLP segment includes the operations of VLP, which is a limited partnership that owns logistics assets that provide transportation and terminaling services to our refining segment.

Financial information about these segments is presented in Note 17 of Notes to Consolidated Financial Statements, which is incorporated herein by reference.


Effective January 1, 2019, we revised our reportable segments to align with certain changes in how our chief operating decision maker manages and allocates resources to our business. Accordingly, we created a new reportable segment — renewable diesel — because of the growing importance of renewable fuels in the market and the growth of our investments in renewable fuels production. The renewable diesel segment includes the operations of Diamond Green Diesel Holdings LLC (DGD), our consolidated joint venture as discussed in Note 12 of Notes to Consolidated Financial Statements. The operations of DGD, have been included in the refining segment through December 31, 2018, butwhich were transferred from thatthe refining segment on January 1, 2019. Also effective January 1, 2019, we no longer have a VLP segment, and we include the operations of VLP in our refining segment. This change was made because of the Merger Transaction with VLP, as defined and discussed in Note 2 of Notes to Consolidated Financial Statements, which is incorporated herein by reference, and the resulting change in how we manage VLP’s operations. We no longer manage VLP as a business but as logistics assets that support the operations of our refining segment.



As a result, as of December 31, 2019, we had three reportable segments as follows:

•
Refining segment includes our refining operations, the associated marketing activities, and logistics assets that support our refining operations;

•
Ethanol segment includes our ethanol operations, the associated marketing activities, and logistics assets that support our ethanol operations; and

•
Renewable diesel segment includes the operations of DGD, our consolidated joint venture, as discussed in Note 12 of Notes to Consolidated Financial Statements, which is incorporated herein by reference.

Financial information about these segments is presented in Note 17 of Notes to Consolidated Financial Statements, which is incorporated herein by reference.






2
Table of Contents


REFINING
Refining Operations
As of December 31, 2018,2019, our refining operations included 15 petroleum refineries in the U.S., Canada, and the U.K., with a combined total throughput capacity of approximately 3.13.15 million BPD. The following table presents the locations of these refineries and their approximate feedstock throughput capacities as of December 31, 2018.2019.


Refinery Location 
Throughput
Capacity (a)
(BPD)
U.S. Gulf Coast:
    
Port ArthurBenicia TexasCalifornia 395,000170,000

WilmingtonCalifornia135,000
MerauxLouisiana135,000
St. CharlesLouisiana340,000
ArdmoreOklahoma90,000
MemphisTennessee195,000
Corpus Christi (b) Texas 370,000

St. CharlesHouston LouisianaTexas 340,000255,000

McKeeTexas200,000
Port ArthurTexas395,000
Texas City Texas 260,000
HoustonTexas250,000
MerauxLouisiana135,000

Three Rivers Texas 100,000

1,850,000
Canada    
U.S. Mid-Continent:
Quebec City		 Quebec, Canada 235,000
McKeeTexas200,000
MemphisTennessee195,000
ArdmoreOklahoma90,000
485,000
North Atlantic:
U.K.		    
Pembroke Wales, U.K. 270,000
Quebec CityQuebec, Canada235,000
505,000
U.S. West Coast:
BeniciaCalifornia170,000
WilmingtonCalifornia135,000
305,000

Total   3,145,0003,150,000

________________________
(a)“Throughput capacity” represents estimated capacity for processing crude oil, inter-mediates, and other feedstocks. Total estimated crude oil capacity is approximately 2.6 million BPD.
(b)Represents the combined capacities of two refineries – the Corpus Christi East and Corpus Christi West Refineries.







3
Table of Contents

Total Refining System
The following table presents the percentages of principal charges and yields (on a combined basis) for all of our refineries for 2018,2019, during which period our total combined throughput volumes averaged approximately 3.0 million BPD.


Combined Total Refining System Charges and Yields
Charges:Charges  
 sour crude oil3023%
 sweet crude oil4754%
 residual fuel oil8%
other feedstocks4%
blendstocks11%
Yields:
gasolines and blendstocks48%
distillates37%
other products (primarily includes petrochemicals,
gas oils, No. 6 fuel oil, petroleum coke, sulfur
and asphalt)
15%

U.S. Gulf Coast
The following table presents the percentages of principal charges and yields (on a combined basis) for the eight refineries in the U.S. Gulf Coast region for 2018, during which period total throughput volumes averaged approximately 1.8 million BPD.

Combined U.S. Gulf Coast Region Charges and Yields
Charges:
sour crude oil40%
sweet crude oil33%
residual fuel oil117%
 other feedstocks5%
 blendstocks11%
Yields:Yields  
 gasolines and blendstocks4548%
 distillates38%
 
other products (primarily includes petrochemicals,
gas oils, No. 6 fuel oil, petroleum coke, sulfur
and asphalt)
17%

Port Arthur Refinery. Our Port Arthur Refinery is located on the Texas Gulf Coast approximately 90 miles east of Houston. The refinery processes heavy sour crude oils and other feedstocks into gasoline, diesel, and jet fuel. The refinery receives crude oil by rail, marine docks, and pipelines. Finished products are distributed into the Colonial, Explorer, and other pipelines and across the refinery docks into ships and barges.

Corpus Christi East and West Refineries. Our Corpus Christi East and West Refineries are located on the Texas Gulf Coast along the Corpus Christi Ship Channel. The East Refinery processes sour crude oil, and the West Refinery processes sweet crude oil, sour crude oil, and residual fuel oil. The feedstocks are delivered by tanker and barge via deepwater docking facilities along the Corpus Christi Ship Channel, and West Texas or South Texas crude oil is delivered via pipelines. The refineries’ physical locations allow for the transfer



4
Table of Contents

of various feedstocks and blending components between them. The refineries produce gasoline, aromatics, jet fuel, diesel, and asphalt. Truck racks service local markets for gasoline, diesel, jet fuels, liquefied petroleum gases, and asphalt. These and other finished products are also distributed by ship and barge across docks and third-party pipelines.

St. Charles Refinery. Our St. Charles Refinery is located approximately 25 miles west of New Orleans along the Mississippi River. The refinery processes sour crude oils and other feedstocks into gasoline and diesel. The refinery receives crude oil over docks and has access to the Louisiana Offshore Oil Port. Finished products are shipped over these docks and through our Parkway pipeline and the Bengal pipeline, which ultimately provide access to the Plantation and Colonial pipeline networks.

Texas City Refinery. Our Texas City Refinery is located southeast of Houston on the Houston Ship Channel. The refinery processes crude oils into gasoline, diesel, and jet fuel. The refinery receives its feedstocks by pipeline and by ship or barge via deepwater docking facilities along the Houston Ship Channel. The refinery uses ships and barges, as well as the Colonial, Explorer, and other pipelines for distribution of its products.

Houston Refinery. Our Houston Refinery is located on the Houston Ship Channel. It processes a mix of crude and intermediate oils into gasoline, jet fuel, and diesel. The refinery receives its feedstocks by tankers and barges at deepwater docking facilities along the Houston Ship Channel and by various interconnecting pipelines. The majority of its finished products are delivered to local, mid-continent U.S., and northeastern U.S. markets through various pipelines, including the Colonial and Explorer pipelines.

Meraux Refinery. Our Meraux Refinery is located approximately 15 miles southeast of New Orleans along the Mississippi River. The refinery processes sour and sweet crude oils into gasoline, diesel, jet fuel, and high sulfur fuel oil. The refinery receives crude oil at its dock and has access to the Louisiana Offshore Oil Port. Finished products are shipped from the refinery’s dock and through the Colonial pipeline. The refinery is located about 40 miles from our St. Charles Refinery, allowing for integration of feedstocks and refined petroleum product blending.

Three Rivers Refinery. Our Three Rivers Refinery is located in South Texas between Corpus Christi and San Antonio. It processes sweet crude oils into gasoline, distillates, and aromatics. The refinery has access to crude oil from West Texas and South Texas through third-party pipelines and trucks. The refinery distributes its refined petroleum products primarily through third-party pipelines.




5
Table of Contents

U.S. Mid-Continent
The following table presents the percentages of principal charges and yields (on a combined basis) for the three refineries in the U.S. Mid-Continent region for 2018, during which period total throughput volumes averaged approximately 466,000 BPD.

Combined U.S. Mid-Continent Region Charges and Yields
Charges:
sour crude oil1%
sweet crude oil91%
blendstocks8%
Yields:
gasolines and blendstocks55%
distillates36%
other products (primarily includes petrochemicals,
gas oils, No. 6 fuel oil, and asphalt)
9%

McKee Refinery. Our McKee Refinery is located in the Texas Panhandle. It processes primarily sweet crude oils into gasoline, diesel, jet fuels, and asphalt. The refinery has access to local and Permian Basin crude oil sources via third-party pipelines. Refined petroleum products are transported primarily via third-party pipelines and rail to markets in Texas, New Mexico, Arizona, Colorado, Oklahoma, and Mexico.

Memphis Refinery. Our Memphis Refinery is located in Tennessee along the Mississippi River. It processes primarily sweet crude oils. Most of its production is gasoline, diesel, and jet fuels. Crude oil supply is primarily from Cushing, Oklahoma over the Diamond pipeline, which began operations in November 2017. Crude oil can be received, along with other feedstocks, via barge. Most of the refinery’s products are distributed via truck rack and barges.

Ardmore Refinery. Our Ardmore Refinery is located in Oklahoma, approximately 100 miles south of Oklahoma City. It processes sour and sweet crude oils into gasoline, diesel, and asphalt. The refinery predominantly receives Permian Basin and Cushing-sourced crude oil via third-party pipelines. Refined petroleum products are transported via rail, trucks, and the Magellan pipeline system.

North Atlantic
The following table presents the percentages of principal charges and yields (on a combined basis) for the two refineries in the North Atlantic region for 2018, during which period total throughput volumes averaged approximately 466,000 BPD.

Combined North Atlantic Region Charges and Yields
Charges:
sweet crude oil81%
residual fuel oil7%
blendstocks12%
Yields:
gasoline and blendstocks45%
distillates42%
other products (primarily includes
petrochemicals, gas oils, and No. 6 fuel oil)
13%



6
Table of Contents

Pembroke Refinery. Our Pembroke Refinery is located in the County of Pembrokeshire in southwest Wales, U.K. The refinery processes primarily sweet crude oils into gasoline, diesel, jet fuel, heating oil, and low-sulfur fuel oil. The refinery receives all of its feedstocks and delivers some of its products by ship and barge via deepwater docking facilities along the Milford Haven Waterway, with its remaining products being delivered through our Mainline pipeline system and by trucks.

Quebec City Refinery. Our Quebec City Refinery is located in Lévis, Canada (near Quebec City). It processes sweet crude oils into gasoline, diesel, jet fuel, heating oil, and low-sulfur fuel oil. The refinery receives crude oil by ship at its deepwater dock on the St. Lawrence River and by pipeline and ship from western Canada. The refinery transports its products through our pipeline from Quebec City to our terminal in Montreal and to various other terminals throughout eastern Canada by rail, ships, trucks, and third-party pipelines.

U.S. West Coast
The following table presents the percentages of principal charges and yields (on a combined basis) for the two refineries in the U.S. West Coast region for 2018, during which period total throughput volumes averaged approximately 282,000 BPD.

Combined U.S. West Coast Region Charges and Yields
Charges:
sour crude oil66%
sweet crude oil9%
other feedstocks12%
blendstocks13%
Yields:
gasolines and blendstocks60%
distillates26%
other products (primarily includes gas oil, No. 6
fuel oil, petroleum coke, sulfur and asphalt)
14%


California
Benicia Refinery. Our Benicia Refinery is located northeast of San Francisco on the Carquinez Straits of San Francisco Bay. It processes sour crude oils into gasoline, diesel, jet fuel, and asphalt. Gasoline production is primarily California Reformulated Blendstock Gasoline for Oxygenate Blending (CARBOB), which meets CARB specifications when blended with ethanol. The refinery receives crude oil feedstocks via a marine dock and crude oil pipelines connected to a southern California crude oil delivery system. Most of the refinery’s products are distributed via pipeline and truck rack into northern California markets.


Wilmington Refinery.Refinery. Our Wilmington Refinery is located near Los Angeles, California.Angeles. The refinery processes a blend of heavy and high-sulfur crude oils. The refinery produces CARBOB gasoline, diesel, CARB diesel, jet fuel, and asphalt. The refinery is connected by pipeline to marine terminals and associated dock facilities that move and store crude oil and other feedstocks. Refined petroleum products are distributed via pipeline systems to various third-party terminals in southern California, Nevada, and Arizona.


Louisiana
Meraux Refinery. Our Meraux Refinery is located approximately 15 miles southeast of New Orleans along the Mississippi River. The refinery processes sour and sweet crude oils into gasoline, diesel, jet fuel, and high sulfur fuel oil. The refinery receives crude oil at its dock and has access to the Louisiana Offshore Oil Port. Finished products are shipped from the refinery’s dock and through the Colonial pipeline. The refinery is located about 40 miles from our St. Charles Refinery, allowing for integration of feedstocks and refined petroleum product blending.

St. Charles Refinery. Our St. Charles Refinery is located approximately 25 miles west of New Orleans along the Mississippi River. The refinery processes sour crude oils and other feedstocks into gasoline and diesel. The refinery receives crude oil over docks and has access to the Louisiana Offshore Oil Port. Finished products are shipped over these docks and through our Parkway pipeline and the Bengal pipeline, which ultimately provide access to the Plantation and Colonial pipeline networks.




4
Table of Contents

Oklahoma
Ardmore Refinery. Our Ardmore Refinery is located in Oklahoma, approximately 100 miles south of Oklahoma City. It processes sweet and sour crude oils into gasoline, diesel, and asphalt. The refinery predominantly receives Permian Basin and Cushing-sourced crude oil via third-party pipelines. Refined petroleum products are transported via rail, trucks, and the Magellan pipeline system.

Tennessee
Memphis Refinery. Our Memphis Refinery is located in Tennessee along the Mississippi River. It processes primarily sweet crude oils. Most of its production is gasoline, diesel, and jet fuels. Crude oil supply is primarily from Cushing, Oklahoma over the Diamond Pipeline. Crude oil can also be received, along with other feedstocks, via barge. Most of the refinery’s products are distributed via truck rack and barges.

Texas
Corpus Christi East and West Refineries. Our Corpus Christi East and West Refineries are located on the Texas Gulf Coast along the Corpus Christi Ship Channel. The East Refinery processes sour crude oil, and the West Refinery processes sweet crude oil, sour crude oil, and residual fuel oil. The feedstocks are delivered by tanker and barge via deepwater docking facilities along the Corpus Christi Ship Channel, and West Texas or South Texas crude oil is delivered via pipelines. The refineries’ physical locations allow for the transfer of various feedstocks and blending components between them. The refineries produce gasoline, aromatics, jet fuel, diesel, and asphalt. Truck racks service local markets for gasoline, diesel, jet fuels, liquefied petroleum gases, and asphalt. These and other finished products are also distributed by ship and barge across docks and third-party pipelines.

Houston Refinery. Our Houston Refinery is located on the Houston Ship Channel. It processes sweet crude and intermediate oils into gasoline, jet fuel, and diesel. The refinery successfully commissioned a new alkylation unit in 2019. The refinery receives its feedstocks primarily by various interconnecting pipelines and also has waterborne-receiving capability at deepwater docking facilities along the Houston Ship Channel. The majority of its finished products are delivered to local, mid-continent U.S., and northeastern U.S. markets through various pipelines, including the Colonial and Explorer pipelines.

McKee Refinery. Our McKee Refinery is located in the Texas Panhandle. It processes primarily sweet crude oils into gasoline, diesel, jet fuels, and asphalt. The refinery has access to local and Permian Basin crude oil sources via third-party pipelines. Refined petroleum products are transported primarily via third-party pipelines and rail to markets in Texas, New Mexico, Arizona, Colorado, Oklahoma, and Mexico.

Port Arthur Refinery. Our Port Arthur Refinery is located on the Texas Gulf Coast approximately 90 miles east of Houston. The refinery processes heavy sour crude oils and other feedstocks into gasoline, diesel, and jet fuel. The refinery receives crude oil by rail, marine docks, and pipelines. Finished products are distributed into the Colonial, Explorer, and other pipelines, and across the refinery docks into ships and barges.

Texas City Refinery. Our Texas City Refinery is located southeast of Houston on the Houston Ship Channel. The refinery processes crude oils into gasoline, diesel, and jet fuel. The refinery receives its feedstocks by pipeline and by ship or barge via deepwater docking facilities along the Houston Ship Channel. The refinery uses ships and barges, as well as the Colonial, Explorer, and other pipelines for distribution of its products.

Three Rivers Refinery. Our Three Rivers Refinery is located in South Texas between Corpus Christi and San Antonio. It primarily processes sweet crude oils into gasoline, distillates, and aromatics. The refinery has access to crude oil from West Texas and South Texas through third-party pipelines and trucks. The refinery distributes its refined petroleum products primarily through third-party pipelines.



5
Table of Contents

Canada
Quebec City Refinery. Our Quebec City Refinery is located in Lévis, Canada (near Quebec City). It processes sweet crude oils into gasoline, diesel, jet fuel, heating oil, and low-sulfur fuel oil. The refinery receives crude oil by ship at its deepwater dock on the St. Lawrence River and by pipeline and ship from western Canada. The refinery transports its products through our pipeline from Quebec City to our terminal in Montreal and to various other terminals throughout eastern Canada by rail, ships, trucks, and third-party pipelines.

U.K.
Pembroke Refinery. Our Pembroke Refinery is located in the County of Pembrokeshire in southwest Wales, U.K. The refinery processes primarily sweet crude oils into gasoline, diesel, jet fuel, heating oil, and low-sulfur fuel oil. The refinery receives all of its feedstocks and delivers some of its products by ship and barge via deepwater docking facilities along the Milford Haven Waterway, with its remaining products being delivered through our Mainline pipeline system and by trucks.

Feedstock Supply
Our crude oil feedstocks are purchased through a combination of term and spot contracts. Our term supply agreements are at market-related prices and are purchased directly or indirectly from various national oil companies as well as international and U.S. oil companies. The contracts generally permit the parties to amend the contracts (or terminate them), effective as of the next scheduled renewal date, by giving the other party proper notice within a prescribed period of time (e.g., 60 days, 6 months) before expiration of the



7
Table of Contents

current term. The majority of the crude oil purchased under our term contracts is purchased at the producer’s official stated price (i.e., the “market” price established by the seller for all purchasers) and not at a negotiated price specific to us.


Marketing
Overview
We sell refined petroleum products in both the wholesale rack and bulk markets. These sales include refined petroleum products that are manufactured in our refining operations, as well as refined petroleum products purchased or received on exchange from third parties. Most of our refineries have access to marine transportation facilities and interconnect with common-carrier pipeline systems, allowing us to sell products in the U.S., Canada, the U.K., and other countries.


Wholesale Rack Sales
We sell our gasoline and distillate products, as well as other products, such as asphalt, lube oils, and natural gas liquids (NGLs), on a wholesale basis through an extensive rack marketing network. The principal purchasers of our refined petroleum products from terminal truck racks are wholesalers, distributors, retailers, and truck-delivered end users throughout the U.S., Canada, the U.K., Ireland, and Latin America through our operations in Peru and Mexico.America.


The majority of our rack volume is sold through unbranded channels. The remainder is sold to distributors and dealers that are members of the Valero-brand family that operate 5,3355,158 branded sites in the U.S., 907874 branded sites in the U.K. and Ireland, and 792795 branded sites in Canada as of December 31, 2018.2019. These sites are independently owned and are supplied by us under multi-year contracts. For branded sites, products are sold under the Valero®, Beacon®, Diamond Shamrock®, and Shamrock® brands in the U.S., the Texaco® brand in the U.K. and Ireland, and the Ultramar® brand in Canada.


Bulk Sales
We also sell our gasoline and distillate products, as well as other products, such as asphalt, petrochemicals, and NGLs, through bulk sales channels in the U.S. and international markets. Our bulk sales are made to



6
Table of Contents

various oil companies, traders, and bulk end-users, such as railroads, airlines, and utilities. Our bulk sales are transported primarily by pipeline, barges, and tankers to major tank farms and trading hubs.


We also enter into refined petroleum product exchange and purchase agreements. These agreements help minimize transportation costs, optimize refinery utilization, balance refined petroleum product availability, broaden geographic distribution, and provide access to markets not connected to our refined product pipeline systems. Exchange agreements provide for the delivery of refined petroleum products by us to unaffiliated companies at our and third-parties’ terminals in exchange for delivery of a similar amount of refined petroleum products to us by these unaffiliated companies at specified locations. Purchase agreements involve our purchase of refined petroleum products from third parties with delivery occurring at specified locations.
Logistics
We own logistics assets (crude oil pipelines, refined petroleum product pipelines, terminals, tanks, marine docks, truck rack bays, and other assets) that support our refining operations, and these assets are not owned by VLP. See discussion of the VLP segment on page 10.operations.




8
Table of Contents


ETHANOL
We own 14 ethanol plants with a combined ethanol production capacity of 1.73 billion gallons per year. Our ethanol plants are dry mill facilities(a) that process corn to produce ethanol, distillers grains, and corn oil(b).oil. We source our corn supply from local farmers and commercial elevators. Our facilities receive corn primarily by rail and truck. We publish on our website a corn bid for local farmers and cooperative dealers to facilitate corn supply transactions.


We sell our ethanol primarily to refiners and gasoline blenders under term and spot contracts in bulk markets such as New York, Chicago, the U.S. Gulf Coast, Florida, and the U.S. West Coast. We also export our ethanol into the global markets. We ship our dry distillers grains (DDGs) by truck or rail primarily to animal feed customers in the U.S. and Mexico. We also sell modified distillers grains locally at our plant sites, and corn oil by truck and rail. We distribute our ethanol through logistics assets, which include railcars owned by us.





7
Table of Contents

The following table presents the locations of our ethanol plants, their approximate annual production capacities for ethanol (in millions of gallons) and DDGs (in tons), and their approximate annual corn processing capacities (in millions of bushels).
State City 
Ethanol
Production
Capacity
 
Production
of DDGs
 
Corn
Processed
 City 
Ethanol
Production
Capacity
 
Production
of DDGs
 
Corn
Processed
Indiana 
Bluffton(c)
 115 302,000 40 Bluffton 115 302,000 40
 Linden 135 355,000 47 Linden 135 355,000 47
 Mount Vernon 100 263,000 35 Mount Vernon 100 263,000 35
Iowa Albert City 135 355,000 47 Albert City 135 355,000 47
 Charles City 140 368,000 49 Charles City 140 368,000 49
 Fort Dodge 140 368,000 49 Fort Dodge 140 368,000 49
 Hartley 140 368,000 49 Hartley 140 368,000 49
 
Lakota(c)
 110 289,000 38 Lakota 110 289,000 38
Michigan 
Riga(c)
 55 145,000 19 Riga 55 145,000 19
Minnesota Welcome 140 368,000 49 Welcome 140 368,000 49
Nebraska Albion 135 355,000 47 Albion 135 355,000 47
Ohio Bloomingburg 135 355,000 47 Bloomingburg 135 355,000 47
South Dakota Aurora 140 368,000 49 Aurora 140 368,000 49
Wisconsin Jefferson 110 352,000 41 Jefferson 110 352,000 41
Total 1,730 4,611,000 606 1,730 4,611,000 606


The combined production of ethanol from our plants averaged 4.14.3 million gallons per day for 2018.2019.
________________________
(a)Ethanol is commercially produced using either the wet mill or dry mill process. Wet milling involves separating the grain kernel into its component parts (germ, fiber, protein, and starch) prior to fermentation. In the dry mill process, the entire grain kernel is ground into flour. The starch in the flour is converted to ethanol during the fermentation process, creating carbon dioxide and distillers grains.
(b)During fermentation, nearly all of the starch in the grain is converted into ethanol and carbon dioxide, while the remaining nutrients (proteins, fats, minerals, and vitamins) are concentrated to yield corn oil, modified distillers grains, or, after further drying, dried distillers grains. Distillers grains generally are an economical partial replacement for corn and soybeans in feeds for cattle, swine, and poultry. Corn oil is produced as fuel grade and feed grade (not for human consumption), and is sold primarily as a feedstock for biodiesel or renewable diesel production with a smaller percentage sold into animal feed markets.
(c)The Bluffton, Lakota, and Riga plants were acquired from two subsidiaries of Green Plains Inc. in November 2018. The annual ethanol, DDG production, and corn processing capacities for these ethanol plants were only applicable for November and December of 2018.



RENEWABLE DIESEL

9
TableOur renewable segment includes the operations of Contents

VLP
VLP is a limited partnership thatDGD, which owns and operates crude oila biomass-based diesel plant (the DGD Plant) that processes animal fats, used cooking oils, and refined petroleum products pipelineother vegetable oils into renewable diesel. The DGD Plant is located next to our St. Charles Refinery in Norco, Louisiana. During 2019, the DGD Plant’s capacity was approximately 18,000 BPD. The DGD Plant is capable of annually converting approximately 2.3 billion pounds of rendered and terminal systemsrecycled material into more than 275 million gallons of renewable diesel. In 2019, we began an expansion of the DGD Plant that is expected to increase production up to 675 million gallons of renewable diesel annually. DGD is in the U.S. Gulf Coast and U.S. Mid-Continent regions that provide transportation and terminaling servicesadvanced engineering review phase for a potential new renewable diesel plant to our refining segment and are integral to the operations of our Ardmore, Corpus Christi East and West, Houston, McKee, Memphis, Meraux,be located in Port Arthur, St. Charles, and Three Rivers Refineries.Texas.


The following table summarizes information with respect to VLP’s pipelines:
Pipeline 
Diameter
(inches)
 
Length
(miles)
 
Throughput
Capacity
(thousand BPD)
 Commodity 
Associated
Valero
Refinery
 
Significant
Third-party
System Connections
Ardmore logistics system          
Hewitt segment of Red
River crude oil pipeline		 16 138 
60(a)
 crude oil Ardmore Plains Red River, Plains Cushing
Wynnewood refined
products pipeline		 12 30 90 refined petroleum products Ardmore Magellan Central
McKee logistics system            
McKee crude system multiple segments 145 72 crude oil McKee —
McKee products system            
McKee to El Paso pipeline 10 408 
21(b)
 refined petroleum products McKee —
SFPP pipeline connection 16, 8 12 
33(c)
 refined petroleum products McKee 
Kinder Morgan
SFPP System
Memphis logistics system(d)
          
Collierville crude system            
Collierville pipeline 10-20 52 210 crude oil Memphis 
Capline; Diamond (e)
Memphis products system            
Memphis Airport pipeline
system		 6 11 20 jet fuel Memphis Memphis International Airport
Shorthorn pipeline system 14, 12 9 120 refined petroleum products Memphis Exxon Memphis
Port Arthur logistics system          
Lucas crude system            
Lucas pipeline 30 12 400 crude oil Port Arthur Sunoco Logistics Nederland; Enterprise Beaumont; Cameron Highway; TransCanada Cushing MarketLink; Seaway
Nederland pipeline 32 5 600 crude oil Port Arthur Sunoco Logistics Nederland
Port Arthur products system            
12-10 pipeline 12, 10 13 60 refined petroleum products Port Arthur Sunoco Logistics MagTex;
Enterprise TE Products,
Enterprise Beaumont
20-inch diesel pipeline 20 3 216 diesel Port Arthur Explorer; Colonial
20-inch gasoline pipeline 20 4 144 gasoline Port Arthur Explorer; Colonial
St. Charles logistics system
          
Parkway pipeline 16 140 110 refined petroleum products 
St. Charles
 Plantation; Colonial
Three Rivers logistics system          
Three Rivers crude system 12 3 110 crude oil Three Rivers Harvest Arrowhead;
Plains Gardendale;
EOG Eagle Ford West
____________________________
See notes on page 12.



10
Table of Contents

The following table summarizes information with respect to VLP’s terminals:
Terminal 
Tank Storage
Capacity
(thousands of
barrels)
 
Throughput
Capacity
(thousand
BPD)
 Commodity 
Associated
Valero
Refinery
 
Significant
Third-party
System Connections
Ardmore logistics system          
Hewitt Station tanks 300 — crude oil Ardmore Plains Red River
Wynnewood terminal 180 — refined petroleum products Ardmore Magellan Central
Corpus Christi logistics system          
Corpus Christi East terminal 6,241 — crude oil and refined petroleum products Corpus Christi East Eagle Ford Pipeline LLC; NuStar North Beach terminal, Eagle Ford pipelines & South Texas pipeline network
Corpus Christi West terminal 3,835 — crude oil and refined petroleum products Corpus Christi West (same as Corpus Christi East terminal)
Houston logistics system          
Houston terminal 3,642 — crude oil and refined petroleum products Houston HFOTCO; Magellan crude; Seaway; Kinder Morgan Pasadena & Galena Park; Magellan East Houston &
Galena Park
McKee logistics system          
McKee crude system          
Various terminals 240 — crude oil McKee —
McKee products system          
El Paso terminal 
166 (f)
 — refined petroleum products McKee 
Kinder Morgan
SFPP System
El Paso terminal truck rack — 
10 (g)
 refined petroleum products McKee —
McKee terminal 4,400 — crude oil and refined petroleum products McKee NuStar (several);
NuStar/Phillips Denver
Memphis logistics system          
Collierville crude system          
Collierville terminal 975 — crude oil Memphis Capline
St. James crude tank 330 — crude oil Memphis Capline
Memphis products system          
Memphis truck rack 8 110 refined petroleum products Memphis —
West Memphis terminal 1,080 — refined petroleum products Memphis 
Exxon Memphis;
Enterprise TE Products
West Memphis terminal dock — 
4 (h)
 refined petroleum products Memphis —
West Memphis terminal truck
rack		 — 50 refined petroleum products Memphis —
Meraux logistics system          
Meraux terminal 3,900 — crude oil and refined petroleum products Meraux LOOP; CAM; Plantation; Colonial
______________          
See notes on page 12.



11
Table of Contents

Terminal
Tank Storage
Capacity
(thousands of
barrels)
Throughput
Capacity
(thousand
BPD)
Commodity
Associated
Valero
Refinery
Significant
Third-party
System Connections
Port Arthur logistics system
Lucas crude system
Lucas terminal1,915—crude oilPort ArthurSunoco Logistics Nederland;
Enterprise Beaumont;
Cameron Highway;
TransCanada Cushing
MarketLink; Seaway
Seaway connection—750crude oilPort ArthurSeaway
TransCanada connection—400crude oilPort ArthurTransCanada Cushing
MarketLink
Port Arthur products system
El Vista terminal1,210—gasolinePort ArthurExplorer; Colonial
PAPS terminal1,144—dieselPort ArthurExplorer; Colonial
Port Arthur terminal8,500—crude oil and refined petroleum productsPort ArthurSunoco Logistics Nederland; Explorer; Colonial; Sunoco Logistics MagTex; Cameron Highway; TransCanada Cushing MarketLink; Enterprise Beaumont
St.Charles logistics system
St. Charles terminal10,004—crude oil and refined petroleum productsSt. CharlesLOOP; CAM; Plantation; Colonial
Diamond Green Diesel tank180renewable dieseln/an/a
Three Rivers logistics system
Three Rivers terminal2,250—crude oil and refined petroleum productsThree RiversNuStar South Texas;
Harvest Arrowhead;
Plains Gardendale;
EOG Eagle Ford West
____________________________
(a)Capacity shown represents VLP’s 40 percent undivided interest in the pipeline segment. Total capacity for the pipeline segment is 150,000 BPD.
(b)Capacity shown represents VLP’s 33⅓ percent undivided interest in the pipeline. Total capacity for the pipeline is 63,000 BPD.
(c)Capacity shown represents VLP’s 33⅓ percent undivided interest in the pipeline connection. Total capacity for the pipeline connection is 98,400 BPD.
(d)Portions of VLP’s Memphis logistics system pipelines are owned by Memphis Light, Gas and Water (MLGW), but they are operated and maintained exclusively by VLP under long-term arrangements with MLGW.
(e)The Diamond pipeline is owned 50 percent by Valero and 50 percent by Plains All American Pipeline, L.P.
(f)Capacity shown represents VLP’s 33⅓ percent undivided interest in the terminal. Total storage capacity is 499,000 barrels.
(g)Capacity shown represents VLP’s 33⅓ percent undivided interest in the truck rack. Total capacity is 30,000 BPD.
(h)Dock throughput is reflected in thousands of barrels per hour.




128
Table of Contents


ENVIRONMENTAL MATTERS


We incorporate by reference into this Item the environmental disclosures contained in the following sections of this report:
Item 1A, “Risk Factors”—Compliance with and changes in environmental laws, including proposed climate change laws and regulations, could adversely affect our performance;
Item 1A, “Risk Factors”—Compliance with the U.S. Environmental Protection Agency Renewable Fuel Standard could adversely affect our performance;
Item 1A, “Risk Factors”—We may incur additional costs as a result of our use of rail cars for the transportation of crude oil and the products that we manufacture;
•
Item 1A, “RISK FACTORS”—Compliance with and changes in environmental laws, including proposed climate change laws and regulations, could adversely affect our performance;
•
Item 1A, “RISK FACTORS”—Compliance with the U.S. Environmental Protection Agency (EPA) Renewable Fuel Standard (RFS) could adversely affect our performance;
•
Item 1A, “RISK FACTORS”—We may incur additional costs as a result of our use of rail cars for the transportation of crude oil and the products that we manufacture;
Item 3, “Legal Proceedings”“LEGAL PROCEEDINGS” under the caption “Environmental Enforcement Matters,“ENVIRONMENTAL ENFORCEMENT MATTERS,” and;
Item 8, “Financial Statements and Supplementary Data”“FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” in Note 8 of Notes to Consolidated Financial Statements and Note 10 of Notes to Consolidated Financial Statements under the caption “Environmental Matters.”
Statements.
Capital Expenditures Attributable to Compliance with Environmental Regulations. In 2018,2019, our capital expenditures attributable to compliance with environmental regulations were $270$235 million, and they are currently estimated to be $170$14 million for 20192020 and $15$20 million for 2020.2021. The estimates for 20192020 and 20202021 do not include amounts related to capital investments at our facilities that management has deemed to be strategic investments. These amounts could materially change as a result of governmental and regulatory actions.
PROPERTIES


Our principal properties are described above under the caption “Valero’s Operations,“VALERO’S OPERATIONS,” and that information is incorporated herein by reference. We believe that our properties and facilities are generally adequate for our operations and that our facilities are maintained in a good state of repair. As of December 31, 20182019, we were the lessee under a number of cancelable and noncancelable leases for certain properties. Our leases are discussed in Notes 9 and 10Note 5 of Notes to Consolidated Financial Statements.Statements, which is incorporated herein by reference. Financial information about our properties is presented in Note 6 of Notes to Consolidated Financial Statements, andwhich is incorporated herein by reference.


Our patents relating to our refining operations are not material to us as a whole. The trademarks and tradenames under which we conduct our branded wholesale business — Valero®, Diamond Shamrock®, Shamrock®, Ultramar®, Beacon®, and Texaco®— and other trademarks employed in the marketing of refined petroleum products are integral to our wholesale rack marketing operations.








139
Table of Contents


ITEM 1A. RISK FACTORS


You should carefully consider the following risk factors in addition to the other information included in this report. Each of these risk factors could adversely affect our business, operating results, and/or financial condition, as well as adversely affect the value of an investment in our common stock.


Our financial results are affected by volatile refining margins, which are dependent upon factors beyond our control, including the price of crude oil and the market price at which we can sell refined petroleumproducts.
Our financial results are primarily affected by the relationship, or margin, between refined petroleum product prices and the prices for crude oil and other feedstocks. Historically, refining margins have been volatile, and we believe they will continue to be volatile in the future. Our cost to acquire feedstocks and the price at which we can ultimately sell refined petroleum products depend upon several factors beyond our control, including regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined petroleum products. These in turn depend on, among other things, the availability and quantity of imports, the production levels of U.S. and international suppliers, levels of refined petroleum product inventories, productivity and growth (or the lack thereof) of U.S. and global economies, U.S. relationships with foreign governments, political affairs, and the extent of governmental regulation.

Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refining and marketing margins are uncertain. We do not produce crude oil and must purchase all of the crude oil we refine. We may purchase our crude oil and other refinery feedstocks long before we refine them and sell the refined petroleum products. Price level changes during the period between purchasing feedstocks and selling the refined petroleum products from these feedstocks could have a significant effect on our financial results. A decline in market prices may negatively impact the carrying value of our inventories.

Economic turmoil and political unrest or hostilities, including the threat of future terrorist attacks, could affect the economies of the U.S. and other countries. Lower levels of economic activity could result in declines in energy consumption, including declines in the demand for and consumption of our refined petroleum products, which could cause our revenues and margins to decline and limit our future growth prospects.

Refining margins are also significantly impacted by additional refinery conversion capacity through the expansion of existing refineries or the construction of new refineries. Worldwide refining capacity expansions may result in refining production capability exceeding refined petroleum product demand, which would have an adverse effect on refining margins.

A significant portion of our profitability is derived from the ability to purchase and process crude oil feedstocks that historically have been cheaper than benchmark crude oils, such as Louisiana Light Sweet (LLS) and Brent crude oils. These crude oil feedstock differentials vary significantly depending on overall economic conditions and trends and conditions within the markets for crude oil and refined petroleum products, and they could decline in the future, which would have a negative impact on our results of operations.




10
Table of Contents

Compliance with and changes in environmental laws, including proposed climate change laws and regulations, could adversely affect our performance.
The principal environmental risks associated with our operations are emissions into the air and releases into the soil, surface water, or groundwater. Our operations are subject to extensive environmental laws and regulations, including those relating to the discharge of materials into the environment, waste management,



14
Table of Contents

pollution prevention measures, greenhouse gas (GHG) emissions, and characteristics and composition of fuels, including gasoline and diesel. Certain of these laws and regulations could impose obligations to conduct assessment or remediation efforts at our facilities as well as at formerly owned properties or third-party sites where we have taken wastes for disposal or where our wastes have migrated. Environmental laws and regulations also may impose liability on us for the conduct of third parties, or for actions that complied with applicable requirements when taken, regardless of negligence or fault. If we violate or fail to comply with these laws and regulations, we could be fined or otherwise sanctioned.

Because environmental laws and regulations are becoming more stringent and new environmental laws and regulations are continuously being enacted or proposed, such as those relating to GHG emissions and climate change, the level of expenditures required for environmental matters could increase in the future. Current and future legislative action and regulatory initiatives could result in changes to operating permits, material changes in operations, increased capital expenditures and operating costs, increased costs of the goods we sell, and decreased demand for our products that cannot be assessed with certainty at this time. We may be required to make expenditures to modify operations, discontinue use of certain process units, or install pollution control equipment that could materially and adversely affect our business, financial condition, results of operations, and liquidity.

For example, the International Maritime Organization (IMO) will be implementing a new regulation for a global sulphur cap for marine bunker fuels by the year 2020 (IMO 2020). Under the IMO 2020 cap, vessels will be required to use marine fuels with a sulphur content of no more than 0.50 percent beginning in January 2020, versus the current sulphur limit of 3.50 percent. While there are many uncertainties, IMO 2020 could affect our business by creating the continued need for new and updated process units necessary to produce the low sulphur marine fuel, and could increase the costs of our products.
In addition, in 2015, the U.S., Canada, and the U.K. participated in the United Nations Conference on Climate Change, which led to the creation of the Paris Agreement. The Paris Agreement, which was signed by the U.S. in April 2016, requires countries to review and “represent a progression” in their intended nationally determined contributions (which set GHG emission reduction goals) every five years beginning in 2020. WhileIn November 2019, the current U.S. administration announced its intent toserved notice on the United Nations that the U.S. would withdraw from the Paris Agreement in June 2017, under the agreement’s terms the earliest the U.S. can withdraw is 2020. There are no guarantees that the agreementParis Agreement will not be re-implemented in the U.S., or re-implemented in part by specific U.S. states or local governments. However,Regardless, the Paris Agreement could still affect our operations in Canada, the U.K., Ireland, and Latin America. Restrictions on emissions of methane or carbon dioxide that have been or may be imposed in various U.S. states, at the U.S. federal level, or in other countries could adversely affect the oil and gas industry.

Investor sentiment towards climate change, fossil fuels, and sustainability could adversely affect our business and our stock price.
There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups, to promote the divestment of shares of energy companies, as well as to pressure lenders and other financial services companies to limit or curtail activities with energy companies. If these efforts are successful, our stock price and our ability to access capital markets may be negatively impacted.

Members of the investment community are also increasing their focus on sustainability practices, including practices related to GHGs and climate change, in the energy industry. As a result, we may face increasing pressure regarding our sustainability disclosures and practices. Additionally, members of the investment community may screen companies such as ours for sustainability performance before investing in our stock.



11
Table of Contents

If we are unable to meet the sustainability standards set by these investors, we may lose investors, our stock price may be negatively impacted and our reputation may be negatively affected.

Severe weather events may have an adverse effect on our assets and operations.
Some members within the scientific community believe that the increasing concentrations of greenhouse gas emissions in the Earth’s atmosphere, among other reasons, may produce climate changes that have significant physical effects,Severe weather events, such as increased frequency and severity of storms, droughts, andor floods, and other climatic events. If any such climatic events were to occur, they could have an adverse effect on our assetsoperations. Members within the scientific community believe that an increasing concentration of GHG emissions in the Earth’s atmosphere may contribute to climate changes that can have significant physical effects, including an increased frequency and operations.severity of these types of events.

Compliance with the U.S. Environmental Protection Agency (EPA) Renewable Fuel Standard (RFS) could adversely affect our performance.
The U.S. Environmental Protection Agency (EPA)EPA has implemented a Renewable Fuel Standard (RFS)the RFS pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007. The RFS program sets annual quotas for the quantity of renewable fuels (such as ethanol)ethanol and diesel) that must be blended into



15
Table of Contents

transportation fuels consumed in the U.S. A Renewable Identification Number (RIN) is assigned to each gallon of renewable fuel produced in or imported into the U.S. As a producer of petroleum-based transportation fuels, we are obligated to blend renewable fuels into the products we produce at a rate that is at least commensurate to the U.S. EPA’s quota and, to the extent we do not, we must purchase RINs in the open market to satisfy our obligation under the RFS program.

We are exposed to the volatility in the market price of RINs. We cannot predict the future prices of RINs. RINs prices are dependent upon a variety of factors, including U.S. EPA regulations, the availability of RINs for purchase, and levels of transportation fuels produced, which can vary significantly from quarter to quarter. If sufficient RINs are unavailable for purchase, or if we have to pay a significantly higher price for RINs, or if we are otherwise unable to meet the U.S. EPA’s RFS mandates, our results of operations and cash flows could be adversely affected.

Disruption of our ability to obtain crude oil could adversely affect our operations.
A significant portion of our feedstock requirements is satisfied through supplies originating in the Middle East, Africa, Asia, North America, and South America. We are, therefore, subject to the political, geographic, and economic risks attendant to doing business with suppliers located in, and supplies originating from, these areas. If one or more of our supply contracts were terminated, or if political events disrupt our traditional crude oil supply, we believe that adequate alternative supplies of crude oil would be available, but it is possible that we would be unable to find alternative sources of supply. If we are unable to obtain adequate crude oil volumes or are able to obtain such volumes only at unfavorable prices, our results of operations could be materially adversely affected, including reduced sales volumes of refined petroleum products or reduced margins as a result of higher crude oil costs.

In addition, the U.S. government can prevent or restrict us from doing business in or with other countries. These restrictions, and those of other governments, could limit our ability to gain access to business opportunities in various countries. Actions by both the U.S. and other countries have affected our operations in the past and will continue to do so in the future.

Any attempt by the U.S. government to withdraw from or materially modify existing international trade agreements could adversely affect our business, financial condition, and results of operations.
The current U.S. administration has questioned certain existing and proposed trade agreements. For example, the administration has withdrawnwithdrew the U.S. from the Trans-Pacific Partnership, and has indicated that the administration may withdraw the U.S. from the North American Free Trade Agreement (NAFTA) in order to encourage the U.S. Congress to vote on ratification of the United States-Mexico-Canada Agreement (USMCA), which was signed in November 2018 and is intended to be the successor to NAFTA.Partnership. In addition, the administration has



12
Table of Contents

implemented and proposed various trade tariffs, which have resulted in foreign governments responding with tariffs on U.S. goods.

Changes in U.S. social, political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment could adversely affect our business. For example, the imposition of tariffs or other trade barriers with other countries could affect our ability to obtain feedstocks from international sources, increase our costs and reduce the competitiveness of our products.

While there is currently a lack of certainty around the likelihood, timing, and details of any such policies and reforms, if the current U.S. administration takes action to withdraw from, or materially modify, existing international trade agreements, our business, financial condition, and results of operations could be adversely affected.



16
Table of Contents


We are subject to interruptions and increased costs as a result of our reliance on third-party transportation of crude oil and the products that we manufacture.
We use the services of third parties to transport feedstocks to our facilities and to transport the products we manufacture to market. If we experience prolonged interruptions of supply or increases in costs to deliver our products to market, or if the ability of the pipelines, vessels, or railroads to transport feedstocks or products is disrupted because of weather events, accidents, derailment, collision, fire, explosion, governmental regulations, or third-party actions, it could have a material adverse effect on our financial position, results of operations, and liquidity.

We may incur additional costs as a result of our use of rail cars for the transportation of crude oil and the products that we manufacture.
We currently use rail cars for the transportation of some feedstocks to certain of our facilities and for the transportation of some of the products we manufacture to their markets. We own and lease rail cars for our operations. Rail transportation is subject to a variety of federal, state, and local regulations.regulations, as well as industry practices and customs. New laws and regulations, and changes in existing laws and regulations, are frequently enacted or proposed, and could result in increased expenditures for compliance, either directly through costs for our owned and leased rail assets, or as passed along to us by rail carriers and operators. For example, in the past several years, the Department of Transportation and various agencies within the Department of Transportation, including the Surface Transportation Board, the Pipeline and Hazardous Materials Safety Administration, and the Federal Railroad Administration, have issued orders and rules pursuant to the Federal Railroad Safety Act of 1970, the Interstate Commerce Commission Termination Act of 1995, the Rail Safety Improvement Act of 2008, Fixing America’s Surface Transportation Act of 2015 and other statutory authorities concerning such matters as enhanced tank car standards, positive train control and other operational controls, safety training programs, and notification requirements. While some recent actions have provided some regulatory relief, theThe general trend has been toward greater regulation.regulation of rail transportation over recent years. We do not believe these orders and rules will have a material impact on our financial position, results of operations, and liquidity, although further changes in law, regulations, or industry standardspractices could require us to incur additional costs to the extent they are applicable to us.

Competitors that produce their own supply of feedstocks, own their own retail sites, have greater financial resources, or provide alternative energy sources may have a competitive advantage.
The refining and marketing industry is highly competitive with respect to both feedstock supply and refined petroleum product markets. We compete with many companies for available supplies of crude oil and other feedstocks and for sites for our refined petroleum products. We do not produce any of our crude oil feedstocks and, following the separation of our retail business in 2013, we do not have a company-owned retail network.



13
Table of Contents

Many of our competitors, however, obtain a significant portion of their feedstocks from company-owned production and some have extensive retail sites. Such competitors are at times able to offset losses from refining operations with profits from producing or retailing operations, and may be better positioned to withstand periods of depressed refining margins or feedstock shortages.

Some of our competitors also have materially greater financial and other resources than we have. Such competitors have a greater ability to bear the economic risks inherent in all phases of our industry. In addition, we compete with other industries that provide alternative means to satisfy the energy and fuel requirements of our industrial, commercial, and individual consumers.

Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms, and can adversely affect the financial strength of our business partners.
Our ability to obtain credit and capital depends in large measure on capital markets and liquidity factors that we do not control. Our ability to access credit and capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions. In addition, the cost and availability of debt and equity financing may



17
Table of Contents

be adversely impacted by unstable or illiquid market conditions. Protracted uncertainty and illiquidity in these markets also could have an adverse impact on our lenders, commodity hedging counterparties, or our customers, causing them to fail to meet their obligations to us. In addition, decreased returns on pension fund assets may also materially increase our pension funding requirements.

Our access to credit and capital markets also depends on the credit ratings assigned to our debt by independent credit rating agencies. We currently maintain investment-grade ratings by Standard & Poor’s Ratings Services, Moody’s Investors Service, and Fitch Ratings on our senior unsecured debt. Ratings from credit agencies are not recommendations to buy, sell, or hold our securities. Each rating should be evaluated independently of any other rating. We cannot provide assurance that any of our current ratings will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances so warrant. Specifically, if ratings agencies were to downgrade our long-term rating, particularly below investment grade, our borrowing costs wouldmay increase, which could adversely affect our ability to attract potential investors and our funding sources could decrease. In addition, we may not be able to obtain favorable credit terms from our suppliers or they may require us to provide collateral, letters of credit, or other forms of security, which would increase our operating costs. As a result, a downgrade below investment grade in our credit ratings could have a material adverse impact on our financial position, results of operations, and liquidity.

From time to time, our cash needs may exceed our internally generated cash flow, and our business could be materially and adversely affected if we were unable to obtain necessary funds from financing activities. From time to time, we may need to supplement our cash generated from operations with proceeds from financing activities. We have existing revolving credit facilities, committed letter of credit facilities, and an accounts receivable sales facility to provide us with available financing to meet our ongoing cash needs. In addition, we rely on the counterparties to our derivative instruments to fund their obligations under such arrangements. Uncertainty and illiquidity in financial markets may materially impact the ability of the participating financial institutions and other counterparties to fund their commitments to us under our various financing facilities or our derivative instruments, which could have a material adverse effect on our financial position, results of operations, and liquidity.




14
Table of Contents

A significant interruption in one or more of our refineries could adversely affect our business.
Our refineries are our principal operating assets. As a result, our operations could be subject to significant interruption if one or more of our refineries were to experience a major accident or mechanical failure, be damaged by severe weather or other natural or man-made disaster, such as an act of terrorism, or otherwise be forced to shut down. If any refinery were to experience an interruption in operations, earnings from the refinery could be materially adversely affected (to the extent not recoverable through insurance) because of lost production and repair costs. Significant interruptions in our refining system could also lead to increased volatility in prices for crude oil feedstocks and refined petroleum products, and could increase instability in the financial and insurance markets, making it more difficult for us to access capital and to obtain insurance coverage that we consider adequate.

A significant interruption related to our information technology systems could adversely affect our business.
Our information technology systems and network infrastructure may be subject to unauthorized access or attack, which could result in (i) a loss of intellectual property, proprietary information, or employee, customer or vendor data; (ii) public disclosure of sensitive information; (iii) increased costs to prevent, respond to, or mitigate cybersecurity events, such as deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants; (iv) systems interruption; (v) disruption of our business operations; (vi) remediation costs for repairs of system damage; (vii) reputational damage that



18
Table of Contents

adversely affects customer or investor confidence; and (viii) damage to our competitiveness, stock price, and long-term stockholder value. A breach could also originate from, or compromise, our customers’ and vendors’ or other third-party networks outside of our control. A breach may also result in legal claims or proceedings against us by our shareholders, employees, customers, vendors, and governmental authorities (U.S. and non-U.S.). There can be no assurance that our infrastructure protection technologies and disaster recovery plans can prevent a technology systems breach or systems failure, which could have a material adverse effect on our financial position or results of operations. Furthermore, the continuing and evolving threat of cyber-attackscyberattacks has resulted in increased regulatory focus on prevention. To the extent we face increased regulatory requirements, we may be required to expend significant additional resources to meet such requirements.
In addition, new
Increasing regulatory focus on privacy and security issues and expanding laws could expose us to increased liability, subject us to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.
Along with our own data and information in the normal course of our business, we and our partners collect and retain certain data that is subject to specific laws and regulations governingregulations. The transfer and use of this data both domestically and across international borders is becoming increasingly complex. This data is subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas of our business, including data privacy and the unauthorized disclosure of confidential information, includingsecurity laws such as the European Union (EU) General Data Protection Regulation (GDPR) and recentthe California legislation,Consumer Privacy Act (CCPA).

The GDPR applies to activities regarding personal data that may be conducted by us, directly or indirectly through vendors and subcontractors, from an establishment in the EU. As interpretation and enforcement of the GDPR evolves, it creates a range of new compliance obligations, which could cause us to incur additional costs. Failure to comply could result in significant penalties of up to a maximum of 4 percent of our global turnover that may materially adversely affect our business, reputation, results of operations, and cash flows.

The CCPA, which came into effect on January 1, 2020, gives California residents specific rights in relation to their personal information, requires that companies take certain actions, including notifications for security



15
Table of Contents

incidents and may apply to activities regarding personal information that is collected by us, directly or indirectly, from California residents. As interpretation and enforcement of the CCPA evolves, it creates a range of new compliance obligations, with the possibility for significant financial penalties for noncompliance that may materially adversely affect our business, reputation, results of operations, and cash flows.

The GDPR and CCPA, as well as other data privacy laws that may become applicable to our business, pose increasingly complex compliance challenges and potentially elevate our costs. Any failure by us to comply with these laws and regulations, including as a result of a security or privacy breach, could result in significant penalties and liabilities for us. Additionally, if we acquire a company that has violated or is not in compliance with applicable data protection laws, we may incur significant liabilities and penalties as a result.

Our business may be negatively affected by work stoppages, slowdowns or strikes by our employees, as well as new labor legislation issued by regulators.
Workers at some of our refineries are covered by collective bargaining or similar agreements. To the extent we are in negotiations for labor agreements expiring in the future, there is no assurance an agreement will be reached without a strike, work stoppage, or other labor action. Any prolonged strike, work stoppage, or other labor action could have an adverse effect on our financial condition or results of operations. In addition, future federal, state, or foreign labor legislation could result in labor shortages and higher costs, especially during critical maintenance periods.

We are subject to operational risks and our insurance may not be sufficient to cover all potential losses arising from operating hazards. Failure by one or more insurers to honor its coverage commitments for an insured event could materially and adversely affect our financial position, results of operations, and liquidity.
Our operations are subject to various hazards common to the industry, including explosions, fires, toxic emissions, maritime hazards, and natural catastrophes. As protection against these hazards, we maintain insurance coverage against some, but not all, potential losses and liabilities. We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies could increase substantially. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, coverage for hurricane damage is very limited, and coverage for terrorism risks includes very broad exclusions. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position, results of operations, and liquidity.

Our insurance program includes a number of insurance carriers. Significant disruptions in financial markets could lead to a deterioration in the financial condition of many financial institutions, including insurance companies. We can make no assurances that we will be able to obtain the full amount of our insurance coverage for insured events.



19
Table of Contents


Large capital projects can take many years to complete, and market conditions could deteriorate over time, negatively impacting project returns.
We may engage in capital projects based on the forecasted project economics and level of return on the capital to be employed in the project. Large-scale projects take many years to complete, and market conditions can change from our forecast. As a result, we may be unable to fully realize our expected returns, which could negatively impact our financial condition, results of operations, and cash flows.




16
Table of Contents

Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use, gross receipts, and value-added taxes), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.

On December 22, 2017, tax legislation commonly known as the Tax Cuts and Jobs Act of 2017 (Tax Reform) was enacted. Among other things, Tax Reform reducesreduced the U.S. corporate income tax rate from 35 percent to 21 percent and implementsimplemented a new system of taxation for non-U.S. earnings, including by imposing a one-time tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries. Tax Reform also generally will (i) limitrepealed the manufacturing deduction we previously were able to claim, (ii) resulted in a shift from a worldwide system of taxation to a territorial system of taxation, resulting in a minimum tax on the income of international subsidiaries (the GILTI tax) rather than a tax deferral on such earnings in certain circumstances, (iii) limits our annual deductions for interest expense to no more than 30 percent of our “adjusted taxable income” (plus 100 percent of our business interest income) for the year and (ii) permit(iv) permits us to offset only 80 percent (rather than 100 percent) of our taxable income with any net operating losses we generate after 2017. We have evaluated the effects of Tax Reform, including the one-time deemed repatriation tax and the re-measurement of our deferred tax assets and liabilities, and the provisions of Tax Reform, taken as a whole, did not have an adverse impact on our cash tax liabilities, results of operations, or financial condition. We have used reasonable interpretations and assumptions in applying Tax Reform, but it is possible that the Internal Revenue Service (IRS) could issue subsequent guidance or take positions on audit that differ from our prior interpretations and assumptions, which could adversely impact our cash tax liabilities, results of operations, and financial condition.

Our investments in joint ventures and other entities decrease our ability to manage risk.
We conduct some of our operations through joint ventures in which we may share control over certain economic and business interests with our joint venture partners and in some entities in which we have no ownership or control. Our joint venture partners may have economic, business or legal interests or goals that are inconsistent with our goals and interests or may be unable to meet their obligations. Failure by us, or an entity in which we have a joint-venture interest, to adequately manage the risks associated with any acquisitions or joint ventures could have a material adverse effect on our, or our joint ventures’, financial position, results of operations, and liquidity.

We may incur losses and additional costs as a result of our forward-contract activities and derivative transactions.
We currently use commodity derivative instruments, and we expect to continue their use in the future. If the instruments we use to hedge our exposure to various types of risk are not effective, we may incur losses. In addition, we may be required to incur additional costs in connection with future regulation of derivative instruments to the extent it is applicable to us.

Changes in the method of determining the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates.
On July 27, 2017, the Financial Conduct Authority (FCA) in the U.K. announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness



17
Table of Contents

will develop. In the future, we may need to renegotiate our financial agreements, including, but not limited to, our revolving credit facility (the Valero Revolver), or incur other indebtedness, and the phase-out of LIBOR may negatively impact the terms of such indebtedness. In addition, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Disruption in the financial market could have a material adverse effect on our financial position, results of operations, and liquidity.



20
Table of Contents


Changes in the U.K.’s economic and other relationships with the European UnionEU could adversely affect us.
In June 2016, the U.K. elected to withdraw from the European UnionEU in a national referendum (Brexit). The U.K. withdrew from the EU on January 31, 2020, consistent with the terms of the EU-U.K. Withdrawal negotiations have yetAgreement. The terms of that agreement provide for a transition period, from January 31, 2020 to produce an overall structure for an ongoingDecember 31, 2020, during which the trading relationship between the U.K. and the European Union following Brexit.EU will remain the same while the U.K. and the EU try to negotiate an agreement regarding their future trading relationship. The ongoing uncertaintyultimate effects of Brexit will depend on whether an agreement is reached, or on the specific terms of any such agreement that is reached, either of which outcomes could adversely impact the ability to trade freely between the U.K. and potential impositionthe EU at the end of border controlsthe transition period and customs duties on trade as a result of Brexit could negatively impact our competitive position, supplier and customer relationships, and financial performance. The ultimate effects of Brexit will depend on the specific terms of any agreement reached by the U.K. and the European Union.


ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 3. LEGAL PROCEEDINGS


LITIGATION


We incorporate by reference into this Item our disclosures made in Part II, Item 8 of this report included in Note 1 of Notes to Consolidated Financial Statements under the caption “Legal“Legal Contingencies.”


ENVIRONMENTAL ENFORCEMENT MATTERS


While it is not possible to predict the outcome of the following environmental proceedings, if any one or more of them were decided against us, we believe that there would be no material effect on our financial position, results of operations, or liquidity. We are reporting these proceedings to comply with SEC regulations, which require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings will result in monetary sanctions of $100,000 or more.

U.S. EPA (Fuels). We haveIn our annual report on Form 10-K for the year ended December 31, 2018, we reported that we had an outstanding Notice of Violation (NOV) from the U.S. EPA related to violations from a 2015 Mobile Source Inspection. In the fourth quarter of 2019, we received a draft Consent Order from the U.S. EPA proposing penalties of $3.4 million. We are working with the U.S. EPA to resolve this matter.


Attorney General of the State of Texas (Texas AG) (Corpus Christi Asphalt Plant). In our quarterly report on Form 10-Q for the quarter ended March 31, 2019, we reported that we had received a letter and draft Agreed Final Judgment from the Texas AG related to a contaminated water backflow incident that occurred at the Valero Corpus Christi Asphalt Plant. The draft Agreed Final Judgment assesses proposed penalties in the amount of $1.3 million. We are working with the Texas AG to resolve this matter.





18
Table of Contents

Texas AG (Port Arthur Refinery). In our quarterly report on Form 10-Q for the quarter ended June 30, 2019, we reported that the Texas AG had filed suit against our Port Arthur Refinery in the 419th Judicial District Court of Travis County, Texas, Cause No. D-1-GN-19-004121, for alleged violations of the Clean Air Act seeking injunctive relief and penalties. We are working with the Texas AG to resolve this matter.

Texas AG (Houston Terminal). In our annual report on Form 10-K for the year ended December 31, 2018, we reported that we had an outstanding Notice of Enforcement (NOE) from the Texas Commission on Environmental Quality (TCEQ), and an outstanding Violation Notice (VN) from the Harris County Pollution Control Services Department, both alleging excess emissions from Tank 003 that occurred during Hurricane Harvey. On January 27, 2020, the Texas AG filed suit related to this incident against our Houston Terminal in the 419th Judicial District Court of Travis County, Texas, Cause No. D-1-GN-20-000516 seeking injunctive relief and penalties. We are working with the Texas AG to resolve this matter.

Bay Area Air Quality Management District (BAAQMD) (Beniciaand Solano County Department of Resource Management Certified Unified Program Agency (Solano County) (Benicia Refinery). We have outstanding Violation Notices (VNs)In our quarterly report on Form 10-Q for the quarter ended March 31, 2019, we reported that we had received multiple VNs issued by the BAAQMD related to an upset of the Flue Gas Scrubber (FGS) at our Benicia Refinery, and a draft Consent from 2017Solano County related to present.the FGS incident proposing penalties of $242,840. In our quarterly report on Form 10-Q for the quarter ended September 30, 2019, we reported that we had resolved the matter with Solano County. We continue to work with the BAAQMD on a final resolution of the remaining VNs.

BAAQMD (Benicia Refinery). In our annual report on Form 10-K for the year ended December 31, 2018, we reported that we had multiple outstanding VNs issued by the BAAQMD. These VNs are for various alleged air regulation and air permit violations at our Benicia Refinery and asphalt plant. We are workingcontinue to work with the BAAQMD to resolve thethese VNs.


South Coast Air Quality Management District (SCAQMD) (Wilmington Refinery). We haveIn our annual report on Form 10-K for the year ended December 31, 2018, we reported that we had outstanding NOVsNotices of Violation (NOVs) issued by the SCAQMD. These NOVs are for alleged reporting violations and excess emissions at our Wilmington Refinery. We are working with the SCAQMD to resolve these NOVs.


Texas Commission on Environmental Quality (TCEQ) (McKee Refinery). We have a proposed Agreed Order in the amount of $121,314 from the TCEQ as an administrative penalty for alleged excess emissions at our McKee Refinery. We are working with the TCEQ to resolve this matter.

TCEQ (Port Arthur). We haveIn our annual report on Form 10-K for the year ended December 31, 2018, we reported that we had an outstanding Notice of Enforcement (NOE)NOE from the TCEQ alleging unauthorized emissions associated with a November 18, 2017 release of crude oil from the 24-inch fill pipe of Tank T-285. We are working with the TCEQ to resolve this matter.



21
Table of Contents

TCEQ and Harris County Pollution Control Services Department (HCPCS) (Houston Terminal). We have an outstanding NOE from the TCEQ and an outstanding VN from the HCPCS alleging excess emissions from Tank 003 that occurred during Hurricane Harvey. We are working with the pertinent authorities to resolve these matters.


ITEM 4. MINE SAFETY DISCLOSURES
None.





19
Table of Contents

PART II


ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Our common stock trades on the NYSE under the trading symbol “VLO.”


As of January 31, 2019,2020, there were 5,2715,082 holders of record of our common stock.


Dividends are considered quarterly by the board of directors, may be paid only when approved by the board, and will depend on our financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements, and other factors and restrictions our board deems relevant. There can be no assurance that we will pay a dividend at the rates we have paid historically, or at all, in the future.


The following table discloses purchases of shares of our common stock made by us or on our behalf during the fourth quarter of 20182019.


Period 
Total Number
of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Not
Purchased as Part of
Publicly Announced
Plans or Programs (a)
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (b)
October 2018 939,957
 $87.23
 8,826
 931,131
 $2.7 billion
November 2018 3,655,945
 $87.39
 216,469
 3,439,476
 $2.4 billion
December 2018 3,077,364
 $73.43
 4,522
 3,072,842
 $2.2 billion
Total 7,673,266
 $81.77
 229,817
 7,443,449
 $2.2 billion
Period 
Total Number
of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Not
Purchased as Part of
Publicly Announced
Plans or Programs (a)
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (b)
October 2019 332,704
 $88.06
 98,396
 234,308
 $1.6 billion
November 2019 1,565,500
 $99.21
 107,914
 1,457,586
 $1.5 billion
December 2019 393,694
 $94.61
 6,984
 386,710
 $1.5 billion
Total 2,291,898
 $96.80
 213,294
 2,078,604
 $1.5 billion

(a)
The shares reported in this column represent purchases settled in the fourth quarter of 20182019 relating to (i) our purchases of shares in open-market transactions to meet our obligations under stock-based compensation plans and (ii) our purchases of shares from our employees and non-employee directors in connection with the exercise of stock options, the vesting of restricted stock, and other stock compensation transactions in accordance with the terms of our stock-based compensation plans.
(b)On January 23, 2018, we announced that our board of directors authorized our purchase of up to $2.5 billion of our outstanding common stock (the 2018 Program), with no expiration date, which was in addition to the remaining amount available under a $2.5 billion program authorized on September 21, 2016 (the 2016 Program). During the fourth quarter of 2018, we completed our purchases under the 2016 Program.date. As of December 31, 2018,2019, we had $2.2$1.5 billion remaining available for purchase under the 2018 Program.








2220
Table of Contents


The following performance graph is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of Valero’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, respectively.


This performance graph and the related textual information are based on historical data and are not indicative of future performance. The following line graph compares the cumulative total return(a) on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (that we selected) for the five-year period commencing December 31, 20132014 and ending December 31, 20182019. Our peer group comprises the following eight companies: BP plc; CVR Energy, Inc.; Delek US Holdings, Inc.; HollyFrontier Corporation; Marathon Petroleum Corporation; PBF Energy Inc.; Phillips 66; and Royal Dutch Shell plc.


COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(a) 
Among Valero Energy Corporation, the S&P 500 Index,
and Peer Group
chart-95cf67cce9cd5719a64.jpgchart-abc96e71894655f9844.jpg
As of December 31,As of December 31,
2013 2014 2015 2016 2017 20182014 2015 2016 2017 2018 2019
Valero Common Stock$100.00
 $100.24
 $147.15
 $148.30
 $207.60
 $174.97
$100.00
 $146.79
 $147.94
 $207.10
 $174.54
 $227.53
S&P 500100.00
 113.69
 115.26
 129.05
 157.22
 150.33
100.00
 101.38
 113.51
 138.29
 132.23
 173.86
Peer Group100.00
 91.36
 80.82
 97.00
 122.98
 114.59
100.00
 88.46
 106.16
 134.53
 125.35
 137.49

(a)Assumes that an investment in Valero common stock and each index was $100 on December 31, 2013.2014. “Cumulative total return” is based on share price appreciation plus reinvestment of dividends from December 31, 20132014 through December 31, 2018.2019.






2321
Table of Contents


ITEM 6. SELECTED FINANCIAL DATA


The selected financial data for the five-year period ended December 31, 20182019 was derived from our audited financial statements. The following table should be read together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”“MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and with the historical financial statements and accompanying notes included in Item 8, “Financial Statements and Supplementary Data.“FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.”


The following summaries are in millions of dollars, except for per share amounts:
Year Ended December 31,Year Ended December 31,
2018 2017 (a) 2016 (b) 2015 (c) 20142019 2018 2017 (a) 2016 (b) 2015 (c)
Revenues$117,033
 $93,980
 $75,659
 $87,804
 $130,844
$108,324
 $117,033
 $93,980
 $75,659
 $87,804
Income from continuing
operations
3,353
 4,156
 2,417
 4,101
 3,775
Earnings per common
share from continuing
operations – assuming dilution
7.29
 9.16
 4.94
 7.99
 6.97
Net income2,784
 3,353
 4,156
 2,417
 4,101
Earnings per common share –
assuming dilution
5.84
 7.29
 9.16
 4.94
 7.99
Dividends per common share3.20
 2.80
 2.40
 1.70
 1.05
3.60
 3.20
 2.80
 2.40
 1.70
Total assets50,155
 50,158
 46,173
 44,227
 45,355
53,864
 50,155
 50,158
 46,173
 44,227
Debt and capital lease
obligations, less current portion
8,871
 8,750
 7,886
 7,208
 5,747
Debt and finance lease
obligations, less current portion
9,178
 8,871
 8,750
 7,886
 7,208

(a)
Includes the impact of Tax Reform that was enacted on December 22, 2017 and resulted in a net income tax benefit of $1.9 billion as described in Note 15 of Notes to Consolidated Financial Statements.
(b)
Includes a noncash lower of cost or market inventory valuation reserve adjustment that resulted in a net benefit to our results of operations of $747 million as described in Note 5 of Notes to Consolidated Financial Statements.
million.
(c)Includes a noncash lower of cost or market inventory valuation reserve adjustment that resulted in a net charge to our results of operations of $790 million.








2422
Table of Contents


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following review of our results of operations and financial condition should be read in conjunction with Item 1A, “Risk Factors,“RISK FACTORS,” and Item 8, “Financial Statements and Supplementary Data,“FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA,” included in this report.


CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


This report, including without limitation our disclosures below under the heading “OVERVIEW AND OUTLOOK,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “scheduled,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “could,” “would,” “should,” “will,” “may,” and similar expressions.


These forward-looking statements include, among other things, statements regarding:


future refining segment margins, including gasoline and distillate margins;
future ethanol segment margins;
future renewable diesel segment margins;
expectations regarding feedstock costs, including crude oil differentials, and operating expenses;
anticipated levels of crude oil and refined petroleum product inventories;
our anticipated level of capital investments, including deferred costs for refinery turnaroundsturnaround and catalyst cost expenditures, capital expenditures for environmental and other purposes, and joint venture investments, and the effect of those capital investments on our results of operations;
anticipated trends in the supply of and demand for crude oil and other feedstocks and refined petroleum products in the regions where we operate, as well as globally;
expectations regarding environmental, tax, and other regulatory initiatives; and
the effect of general economic and other conditions on refining, ethanol, and midstreamrenewable diesel industry fundamentals.


We based our forward-looking statements on our current expectations, estimates, and projections about ourselves and our industry. We caution that these statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in the forward-looking statements. Differences between actual results and any future performance suggested in these forward-looking statements could result from a variety of factors, including the following:


acts of terrorism aimed at either our facilities or other facilities that could impair our ability to produce or transport refined petroleum products or receive feedstocks;
political and economic conditions in nations that produce crude oil or consume refined petroleum products;
demand for, and supplies of, refined petroleum products such(such as gasoline, diesel, jet fuel, petrochemicals, and ethanol;petrochemicals), ethanol, and renewable diesel;
demand for, and supplies of, crude oil and other feedstocks;



23
Table of Contents

the ability of the members of the Organization of Petroleum Exporting Countries to agree on and to maintain crude oil price and production controls;
the level of consumer demand, including seasonal fluctuations;



25
Table of Contents

refinery overcapacity or undercapacity;
our ability to successfully integrate any acquired businesses into our operations;
the actions taken by competitors, including both pricing and adjustments to refining capacity in response to market conditions;
the level of competitors’ imports into markets that we supply;
accidents, unscheduled shutdowns, or other catastrophes affecting our refineries, machinery, pipelines, equipment, and information systems, or those of our suppliers or customers;
changes in the cost or availability of transportation for feedstocks and refined petroleum products;
the price, availability, and acceptance of alternative fuels and alternative-fuel vehicles;
the levels of government subsidies for alternative fuels;
the volatility in the market price of biofuel credits (primarily RINs needed to comply with the RFS) and GHG emission credits needed to comply with the requirements of various GHG emission programs;
delay of, cancellation of, or failure to implement planned capital projects and realize the various assumptions and benefits projected for such projects or cost overruns in constructing such planned capital projects;
earthquakes, hurricanes, tornadoes, and irregular weather, which can unforeseeably affect the price or availability of natural gas, crude oil, grain and other feedstocks, and refined petroleum products, ethanol, and ethanol;renewable diesel;
rulings, judgments, or settlements in litigation or other legal or regulatory matters, including unexpected environmental remediation costs, in excess of any reserves or insurance coverage;
legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by governmental authorities, including tariffs and tax and environmental regulations, such as those implemented under the California cap-and-trade system (also known as AB 32) and similar programs, and the U.S. EPA’s regulation of GHGs, which may adversely affect our business or operations;
changes in the credit ratings assigned to our debt securities and trade credit;
changes in currency exchange rates, including the value of the Canadian dollar, the pound sterling, the euro, the Mexican peso, and the Peruvian sol relative to the U.S. dollar;
overall economic conditions, including the stability and liquidity of financial markets; and
other factors generally described in the “Risk Factors”“RISK FACTORS” section included in Item 1A, “Risk Factors”“RISK FACTORS” in this report.


Any one of these factors, or a combination of these factors, could materially affect our future results of operations and whether any forward-looking statements ultimately prove to be accurate. Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statements. We do not intend to update these statements unless we are required by the securities laws to do so.


All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.


This report includes


24
Table of Contents

NON-GAAP FINANCIAL MEASURES

The discussions in “OVERVIEW AND OUTLOOK” and “RESULTS OF OPERATIONS” below include references to financial measures that are not defined under U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures include adjusted net income attributable to Valero stockholders, adjusted operating income (including adjusted operating income for each of our reportable segments), and refining, ethanol, and ethanolrenewable diesel segment margin. We have included these non-GAAP financial measures to help facilitate the comparison of operating results between years. See the accompanying financial tables in “RESULTS OF OPERATIONS” and note (h) to the accompanying tables(f) beginning on page 39 for reconciliations of



26
Table of Contents

these non-GAAP financial measures to thetheir most directly comparable U.S. GAAP financial measures. Also in note (h)(f), we disclose the reasons why we believe our use of the non-GAAP financial measures provides useful information.


OVERVIEW AND OUTLOOK


Overview
For 2018,2019, we reported net income attributable to Valero stockholders of $3.1$2.4 billion compared to $4.1$3.1 billion for 2017,2018, which represents a decrease of $943$700 million. This decrease is the result of a $569 million decrease in net income and a $131 million increase in net income attributable to noncontrolling interests. The increase in net income attributable to noncontrolling interests is primarily due to a $1.9 billion tax benefit in 2017 resulting from Tax Reform, which is discussed in Note 15 of Notes to Consolidated Financial Statements, partially offset by a $1.0 billion$279 million pre-tax increase in income before incomeblender’s tax expense.credits recognized in 2019 compared to 2018, of which 50 percent is attributable to the holder of the noncontrolling interest, as described in note (a) on page 38. The increasedecrease in net income before income tax expense is primarily due to highera decrease of $736 million in operating income between the years as described below.periods, net of the resulting $177 million decrease in income tax expense.


OperatingWhile operating income was $4.6 billion for 2018decreased by $736 million in 2019 compared to $3.6 billion for 2017, which represents an increase of2018, adjusted operating income decreased by $1.0 billion. Excluding the adjustments toAdjusted operating income excludes adjustments reflected in the tablestable in note (f) on page 32, adjusted operating income increased by $931 million in 2018 compared to 2017.42.


The $931 million increase$1.0 billion decrease in adjusted operating income is primarily due to the following:


•
Refining segment. Refining segment adjusted operating income decreased by $1.1 billion primarily due to weaker discounts on crude oils and other feedstocks and lower throughput volumes, partially offset by improved distillate margins. This is more fully described on pages 31 and 32.

•
Ethanol segment. Ethanol segment adjusted operating income decreased by $78 million primarily due to higher corn prices and higher operating expenses (excluding depreciation and amortization expense), partially offset by higher ethanol prices. This is more fully described on page 33.

•
Renewable diesel segment. Renewable diesel segment adjusted operating income increased by $259 million primarily due to an increase in renewable diesel sales volumes and an increase in the benefit from the blender’s tax credit resulting from an increase in the volume of renewable diesel blended with petroleum-based diesel in 2019 compared to 2018. This is more fully described on pages 34 and 35.



Refining segment. Refining segment adjusted operating income increased $961 million primarily due to improved distillate margins, favorable crude oil discounts, and lower costs of biofuel credits, partially offset by lower gasoline margins. This is more fully described on pages 36 through 37.



Ethanol segment. Ethanol segment operating income decreased by $90 million primarily due to lower ethanol prices and higher corn prices, partially offset by higher corn related co-products prices. This is more fully described on pages 37 through 38.

VLP segment. VLP segment adjusted operating income increased by $50 million primarily due to incremental revenues, partially offset by higher cost of sales, generated from transportation and terminaling services associated with a terminal and a product pipeline system acquired by VLP in November 2017 that were formerly a part of the refining segment. This is more fully described on page 38.

Corporate and eliminations. Adjusted corporate and eliminations decreased by $10 million primarily due to expenses in 2017 associated with the termination of the acquisition of certain assets from Plains All American Pipeline, L.P. (Plains). This is more fully described on page 38.

Additional details and analysis for the changes in operating income and adjusted operating income for our reportable business segments and other components of net income and adjusted net income attributable to Valero stockholders, including a reconciliation of non-GAAP financial measures used in this Overview to their most comparable measures reported under U.S. GAAP, are provided below under “RESULTS OF OPERATIONS”.



2725
Table of Contents


Outlook
Below are several factors that have impacted or may impact our results of operations during the first quarter of 2019:2020:
RefiningDistillate margins are expected to begin improving due to an anticipated increase in global demand as trade war tensions ease and ethanolmarkets comply with the International Maritime Organization’s lower bunker fuel sulfur specifications, which were effective January 1, 2020. Gasoline margins are expected to remain near current levels.


MediumDiscounts for medium and heavy sour crude oil discounts are expected to remain weaker than their five-year averages as supplies of sour crude oils available in the market remain suppressed.

Sweet crude oil discounts are expected to remain near current levels as exportcompliance with the new bunker fuel sulfur specifications noted above is expected to reduce demand remains strong and freight costs continuefor high sulfur fuel oils, which compete with sour crude oils as a refining feedstock.

Ethanol margins are expected to decline as domestic inventory levels rise. U.S. inland sweet crude oil discounts

Renewable diesel segment margins are also expected to remain wide with higher production and limited pipeline capacity to transport crude oil outnear current levels.

•
Our refining operations in the U.K. could be adversely affected by Brexit, which formally occurred on January 31, 2020. Although the legal relationship between the U.K. and the EU has changed, their ongoing relationship will continue to follow the EU’s rules during a transition period that is set to expire on December 31, 2020. During the transition period, the U.K. and the EU are expected to negotiate a new free trade agreement, which could negatively impact the operations of our Pembroke Refinery and our marketing operations in the U.K. and Ireland, as could the failure to reach any agreement. The ultimate effect of Brexit will depend on whether an agreement is reached, or on the specific terms of any agreement that is reached by the U.K. and the EU. See Item 1A “RISK FACTORS”—Changes in the U.K.’s economic and other relationships with the EU could adversely affect us.

Global concern about the Permian Basin and other producing regions in the U.S.

Our refining operations in the U.K. could be adversely affected by Brexit, which is currently scheduled to occur on March 29, 2019. The U.K. and the European Union have yet to finalize the terms of Brexit, and the U.K.’s exit from the European Union without an agreement on an overall structure for an ongoing relationship with the European Unioncoronavirus outbreak could result in the impositionlower demand for and consumption of border controls and customs duties on trade that could negatively impact the operations of our Pembroke Refinery. While we do not believe that Brexit willtransportation fuels, which would have a materialnegative impact on us, we are taking steps to minimize the impactour results of possible delays on importing certain materials critical to our refining operations. The ultimate effect of Brexit will depend on the specific terms of any agreement reached by the U.K. and the European Union. See Item 1A “Risk Factors”—Changes in the U.K.’s economic and other relationships with the European Union could adversely affect us.


RESULTS OF OPERATIONS


The following tables, including the reconciliations of non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures in note (f) beginning on page 39, highlight our results of operations, our operating performance, and market reference prices that directly impact our operations. In addition, these tables include financial measures that are not defined under U.S. GAAP and represent non-GAAP financial measures. These non-GAAP financial measures are reconciled to their most comparable U.S. GAAP financial measures and include adjusted net income attributable to Valero stockholders, adjusted operating income, and refining and ethanol segment margin. In note (h) to these tables, we disclose the reasons why we believe our use of non-GAAP financial measures provides useful information.


OnEffective January 10,1, 2019, we completedrevised our acquisitionreportable segments to align with certain changes in how our chief operating decision maker manages and allocates resources to our business. Accordingly, we created a new reportable segment — renewable diesel — because of all the outstanding publicly held common unitsgrowing importance of renewable fuels in the market and the growth of our investments in renewable fuels production. The renewable diesel segment includes the operations of DGD, which were transferred from the refining segment on January 1, 2019. Also effective January 1, 2019, we no longer have a VLP segment, and we include the operations of VLP pursuant toin our refining segment. This change was made because of the Merger AgreementTransaction with VLP, as defined and discusseddescribed in Note 2 of Notes to Consolidated Financial Statements. Upon completionStatements, and the resulting change in how we manage VLP’s operations. We no longer manage VLP as a business but as logistics assets that support the operations of the Merger Transaction, VLP became an indirect wholly owned subsidiary of Valero.our refining segment. Our prior period segment information has been retrospectively adjusted to reflect our current segment presentation.








2826
Table of Contents


20182019 Compared to 20172018


Financial Highlights by Segment and Total Company
(millions of dollars)
Year Ended December 31, 2018Year Ended December 31, 2019
Refining Ethanol VLP Corporate
and
Eliminations		 TotalRefining Ethanol 
Renewable
Diesel
 Corporate
and
Eliminations		 Total
Revenues:                  
Revenues from external customers$113,601
 $3,428
 $—
 $4
 $117,033
$103,746
 $3,606
 $970
 $2
 $108,324
Intersegment revenues14
 210
 546
 (770) —
18
 231
 247
 (496) —
Total revenues113,615
 3,638
 546
 (766) 117,033
103,764
 3,837
 1,217
 (494) 108,324
Cost of sales:                  
Cost of materials and other (a)102,489
 3,008
 —
 (765) 104,732
93,371
 3,239
 360
 (494) 96,476
Operating expenses (excluding depreciation and
amortization expense reflected below)
4,099
 470
 125
 (4) 4,690
4,289
 504
 75
 —
 4,868
Depreciation and amortization expense1,863
 78
 76
 —
 2,017
2,062
 90
 50
 —
 2,202
Total cost of sales108,451
 3,556
 201
 (769) 111,439
99,722
 3,833
 485
 (494) 103,546
Other operating expenses(b)45
 —
 —
 —
 45
20
 1
 —
 —
 21
General and administrative expenses (excluding
depreciation and amortization expense reflected
below) (b)
—
 —
 —
 925
 925
—
 —
 —
 868
 868
Depreciation and amortization expense—
 —
 —
 52
 52
—
 —
 —
 53
 53
Operating income by segment$5,119
 $82
 $345
 $(974) 4,572
$4,022
 $3
 $732
 $(921) 3,836
Other income, net (c)(d)        130
        104
Interest and debt expense, net of capitalized
interest
        (470)        (454)
Income before income tax expense        4,232
        3,486
Income tax expense (d) (e)        879
Income tax expense        702
Net income        3,353
        2,784
Less: Net income attributable to noncontrolling
interests (a)
        231
        362
Net income attributable to
Valero Energy Corporation stockholders
        $3,122
        $2,422
________________
See note references on pages 4538 through 48.42.






2927
Table of Contents


Financial Highlights by Segment and Total Company (continued)
(millions of dollars)
Year Ended December 31, 2017Year Ended December 31, 2018
Refining Ethanol VLP Corporate
and
Eliminations		 TotalRefining Ethanol 
Renewable
Diesel
 Corporate
and
Eliminations		 Total
Revenues:                  
Revenues from external customers$90,651
 $3,324
 $—
 $5
 $93,980
$113,093
 $3,428
 $508
 $4
 $117,033
Intersegment revenues6
 176
 452
 (634) —
25
 210
 170
 (405) —
Total revenues90,657
 3,500
 452
 (629) 93,980
113,118
 3,638
 678
 (401) 117,033
Cost of sales:                  
Cost of materials and other(a)80,865
 2,804
 —
 (632) 83,037
101,866
 3,008
 262
 (404) 104,732
Operating expenses (excluding depreciation and
amortization expense reflected below)
3,959
 443
 104
 (2) 4,504
4,154
 470
 66
 —
 4,690
Depreciation and amortization expense1,800
 81
 53
 —
 1,934
1,910
 78
 29
 —
 2,017
Total cost of sales86,624
 3,328
 157
 (634) 89,475
107,930
 3,556
 357
 (404) 111,439
Other operating expenses(b)58
 —
 3
 —
 61
45
 —
 —
 —
 45
General and administrative expenses (excluding
depreciation and amortization expense reflected
below)(c)
—
 —
 —
 829
 829
—
 —
 —
 925
 925
Depreciation and amortization expense—
 —
 —
 52
 52
—
 —
 —
 52
 52
Operating income by segment$3,975
 $172
 $292
 $(876) 3,563
$5,143
 $82
 $321
 $(974) 4,572
Other income, net(d)        112
        130
Interest and debt expense, net of capitalized
interest
        (468)        (470)
Income before income tax expense        3,207
        4,232
Income tax benefit (d) (e)        (949)
Income tax expense (e)        879
Net income        4,156
        3,353
Less: Net income attributable to noncontrolling
interests(a)
        91
        231
Net income attributable to
Valero Energy Corporation stockholders
        $4,065
        $3,122
________________
See note references on pages 4538 through 48.42.








3028
Table of Contents

Financial Highlights by Segment and Total Company (continued)
(millions of dollars)
 Year Ended December 31,
 2018 2017
Reconciliation of net income attributable to Valero Energy
Corporation stockholders to adjusted net income attributable to
Valero Energy Corporation stockholders (h)
   
Net income attributable to Valero Energy Corporation stockholders$3,122
 $4,065
Exclude adjustments:   
Blender’s tax credit attributable to Valero Energy Corporation stockholders (a)90
 —
Income tax expense related to the blender’s tax credit(11) —
Blender’s tax credit attributable to Valero Energy Corporation stockholders,
net of taxes
79
 —
Texas City Refinery fire expenses(17) —
Income tax benefit related to Texas City Refinery fire expenses4
 —
Texas City Refinery fire expenses, net of taxes(13) —
Environmental reserve adjustments (b)(108) —
Income tax benefit related to the environmental reserve adjustments24
 —
Environmental reserve adjustments, net of taxes(84) —
Loss on early redemption of debt (c)(38) —
Income tax benefit related to the loss on early redemption of debt9
 —
Loss on early redemption of debt, net of taxes(29) —
Income tax benefit from Tax Reform (d)12
 1,862
Total adjustments(35) 1,862
Adjusted net income attributable to Valero Energy Corporation stockholders$3,157
 $2,203
________________
See note references on pages 45 through 48.



31
Table of Contents

Financial Highlights by Segment and Total Company (continued)
(millions of dollars)

 Year Ended December 31, 2018
 Refining Ethanol VLP Corporate
and
Eliminations		 Total
Reconciliation of operating income to adjusted
operating income (h)
         
Operating income by segment$5,119
 $82
 $345
 $(974) $4,572
Exclude:         
Blender’s tax credit (a)170
 —
 —
 —
 170
Other operating expenses(45) —
 —
 —
 (45)
Environmental reserve adjustments (b)—
 —
 —
 (108) (108)
Adjusted operating income$4,994
 $82
 $345
 $(866) $4,555

 Year Ended December 31, 2017
 Refining Ethanol VLP Corporate
and
Eliminations		 Total
Reconciliation of operating income to adjusted
operating income (h)
         
Operating income by segment$3,975
 $172
 $292
 $(876) $3,563
Exclude:         
Other operating expenses(58) —
 (3) —
 (61)
Adjusted operating income$4,033
 $172
 $295
 $(876) $3,624
________________
See note references on pages 45 through 48.



32
Table of Contents

Refining Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 Year Ended December 31,
 2018
2017 Change
Throughput volumes (thousand barrels per day (BPD))     
Feedstocks:     
Heavy sour crude oil469
 469
 —
Medium/light sour crude oil418
 458
 (40)
Sweet crude oil1,410
 1,323
 87
Residuals232
 219
 13
Other feedstocks127
 148
 (21)
Total feedstocks2,656
 2,617
 39
Blendstocks and other330
 323
 7
Total throughput volumes2,986
 2,940
 46
      
Yields (thousand BPD)     
Gasolines and blendstocks1,443
 1,423
 20
Distillates1,133
 1,127
 6
Other products (i)449
 428
 21
Total yields3,025
 2,978
 47
      
Operating statistics (j)     
Refining segment margin (h)$10,956
 $9,792
 $1,164
Adjusted refining segment operating income
(see page 32) (h)
$4,994
 $4,033
 $961
Throughput volumes (thousand BPD)2,986
 2,940
 46
      
Refining segment margin per barrel of throughput$10.05
 $9.12
 $0.93
Less:     
Operating expenses (excluding depreciation and
amortization expense reflected below) per barrel of
throughput
3.76
 3.69
 0.07
Depreciation and amortization expense per barrel of
throughput
1.71
 1.67
 0.04
Adjusted refining segment operating income per barrel of
throughput
$4.58
 $3.76
 $0.82
_______________
See note references on pages 45 through 48.



33
Table of Contents

Ethanol Segment Operating Highlights
(millions of dollars, except per gallon amounts)
 Year Ended December 31,
 2018 2017 Change
Operating statistics (j)     
Ethanol segment margin (h)$630
 $696
 $(66)
Ethanol segment operating income
(see page 32)
$82
 $172
 $(90)
Production volumes (thousand gallons per day)4,109
 3,972
 137
      
Ethanol segment margin per gallon of production$0.42
 $0.48
 $(0.06)
Less:     
Operating expenses (excluding depreciation and
amortization expense reflected below) per gallon of
production
0.31
 0.31
 —
Depreciation and amortization expense per gallon of
production
0.06
 0.05
 0.01
Ethanol segment operating income per gallon of
production
$0.05
 $0.12
 $(0.07)

VLP Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 Year Ended December 31,
 2018 2017 Change
Operating statistics (j)     
Pipeline transportation revenue$124
 $101
 $23
Terminaling revenue415
 348
 67
Storage and other revenue7
 3
 4
Total VLP segment revenues$546
 $452
 $94
      
Pipeline transportation throughput
(thousand BPD)
1,092
 964
 128
Pipeline transportation revenue per barrel of throughput$0.31
 $0.29
 $0.02
      
Terminaling throughput (thousand BPD)3,594
 2,889
 705
Terminaling revenue per barrel of throughput$0.32
 $0.33
 $(0.01)
_______________
See note references on pages 45 through 48.



34
Table of Contents


Average Market Reference Prices and Differentials
(dollars per barrel, except as noted)
 Year Ended December 31,
 2019 2018 Change
Refining     
Feedstocks (dollars per barrel)     
Brent crude oil$64.18
 $71.62
 $(7.44)
Brent less West Texas Intermediate (WTI) crude oil7.15
 6.71
 0.44
Brent less Alaska North Slope (ANS) crude oil(0.86) 0.31
 (1.17)
Brent less LLS crude oil1.47
 1.72
 (0.25)
Brent less Argus Sour Crude Index (ASCI) crude oil3.56
 5.20
 (1.64)
Brent less Maya crude oil6.57
 9.22
 (2.65)
LLS crude oil62.71
 69.90
 (7.19)
LLS less ASCI crude oil2.09
 3.48
 (1.39)
LLS less Maya crude oil5.10
 7.50
 (2.40)
WTI crude oil57.03
 64.91
 (7.88)
      
Natural gas (dollars per million British Thermal Units (MMBtu))2.47
 3.23
 (0.76)
      
Products (dollars per barrel)     
U.S. Gulf Coast:     
Conventional Blendstock of Oxygenate Blending
(CBOB) gasoline less Brent
4.37
 4.81
 (0.44)
Ultra-low-sulfur (ULS) diesel less Brent14.90
 14.02
 0.88
Propylene less Brent(22.31) (2.86) (19.45)
CBOB gasoline less LLS5.84
 6.53
 (0.69)
ULS diesel less LLS16.37
 15.74
 0.63
Propylene less LLS(20.84) (1.14) (19.70)
U.S. Mid-Continent:     
CBOB gasoline less WTI13.62
 13.70
 (0.08)
ULS diesel less WTI22.77
 22.82
 (0.05)
North Atlantic:     
CBOB gasoline less Brent7.20
 7.59
 (0.39)
ULS diesel less Brent17.22
 16.29
 0.93
U.S. West Coast:     
CARBOB 87 gasoline less ANS16.28
 13.05
 3.23
CARB diesel less ANS19.30
 18.13
 1.17
CARBOB 87 gasoline less WTI24.29
 19.45
 4.84
CARB diesel less WTI27.31
 24.53
 2.78



29
Table of Contents

Average Market Reference Prices and Differentials, (continued)
 Year Ended December 31,
 2018 2017 Change
Feedstocks     
Brent crude oil$71.62
 $54.82
 $16.80
Brent less West Texas Intermediate (WTI) crude oil6.71
 3.92
 2.79
Brent less Alaska North Slope (ANS) crude oil0.31
 0.26
 0.05
Brent less Louisiana Light Sweet (LLS) crude oil1.72
 0.69
 1.03
Brent less Argus Sour Crude Index (ASCI) crude oil5.20
 4.18
 1.02
Brent less Maya crude oil9.22
 7.74
 1.48
LLS crude oil69.90
 54.13
 15.77
LLS less ASCI crude oil3.48
 3.49
 (0.01)
LLS less Maya crude oil7.50
 7.05
 0.45
WTI crude oil64.91
 50.90
 14.01
      
Natural gas (dollars per million British thermal units (MMBtu))3.23
 2.98
 0.25
      
Products     
U.S. Gulf Coast:     
CBOB gasoline less Brent4.81
 10.50
 (5.69)
Ultra-low-sulfur diesel less Brent14.02
 13.26
 0.76
Propylene less Brent(2.86) 0.48
 (3.34)
CBOB gasoline less LLS6.53
 11.19
 (4.66)
Ultra-low-sulfur diesel less LLS15.74
 13.95
 1.79
Propylene less LLS(1.14) 1.17
 (2.31)
U.S. Mid-Continent:     
CBOB gasoline less WTI13.70
 15.65
 (1.95)
Ultra-low-sulfur diesel less WTI22.82
 18.50
 4.32
North Atlantic:     
CBOB gasoline less Brent7.59
 12.57
 (4.98)
Ultra-low-sulfur diesel less Brent16.29
 14.75
 1.54
U.S. West Coast:     
CARBOB 87 gasoline less ANS13.05
 18.12
 (5.07)
CARB diesel less ANS18.13
 17.11
 1.02
CARBOB 87 gasoline less WTI19.45
 21.78
 (2.33)
CARB diesel less WTI24.53
 20.77
 3.76
New York Harbor corn crush (dollars per gallon)0.15
 0.26
 (0.11)
 Year Ended December 31,
 2019 2018 Change
Ethanol     
Chicago Board of Trade (CBOT) corn (dollars per bushel)$3.84
 $3.68
 $0.16
New York Harbor (NYH) ethanol (dollars per gallon)1.53
 1.48
 0.05
      
Renewable diesel     
New York Mercantile Exchange ULS diesel
(dollars per gallon)
1.94

2.09

(0.15)
Biodiesel RIN (dollars per RIN)0.48

0.53

(0.05)
California Low-Carbon Fuel Standard (dollars per metric ton)196.82

168.24

28.58
CBOT soybean oil (dollars per pound)0.29

0.30

(0.01)



35
Table of Contents


Total Company, Corporate, and Other
The following table includes selected financial data for the total company, corporate, and other for 2019 and 2018. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 27 and 28, unless otherwise noted.
 Year Ended December 31,
 2019 2018 Change
Revenues$108,324
 $117,033
 $(8,709)
Cost of sales103,546
 111,439
 (7,893)
General and administrative expenses (excluding depreciation
and amortization expense)
868
 925
 (57)
Operating income3,836
 4,572
 (736)
Adjusted operating income (see note (f) on page 42)3,699
 4,713
 (1,014)
Other income, net104
 130
 (26)
Income tax expense702
 879
 (177)
Net income attributable to noncontrolling interests362
 231
 131

Revenues increased $23.1decreased by $8.7 billion in 20182019 compared to 20172018 primarily due to increasesdecreases in refined petroleum product prices associated with sales made by our refining segment. This improvementdecline in revenues was partially offset by higherlower cost of sales of $22$7.9 billion primarily due to increasesdecreases in crude oil and other feedstock costs and an increasea decrease of $96$57 million in general and administrative expenses (excluding depreciation and amortization expense), resulting in an increasea decrease in operating income of $1.0$736 million in 2019 compared to 2018.

General and administrative expenses (excluding depreciation and amortization expense) decreased by $57 million in 2019 compared to 2018. This decrease was primarily due to environmental reserve adjustments of $108 million associated with certain non-operating sites in 2018, partially offset by increases in legal and other environmental reserves of $24 million and $12 million, respectively, as well as higher taxes other than income taxes of $8 million and expenses associated with the Merger Transaction with VLP of $7 million.




30
Table of Contents

Adjusted operating income was $3.7 billion in 20182019 compared to 2017.

Excluding the adjustments to operating income reflected$4.7 billion in the tables on page 32, adjusted operating income increased by $931 million in 2018 compared to 2017.2018. Details regarding the $931 million increase$1.0 billion decrease in adjusted operating income between the years are discussed by segment below.


“Other income, net increased $18net” decreased by $26 million in 20182019 compared to 20172018. This decrease was primarily due to higher equity in earnings associated with our Diamond pipeline joint venturelower interest income of $39$30 million and higher interest incomeforeign currency transaction losses of $29$14 million, partially offset by the favorable effect of a $38$16 million lower charge fromfor the early redemption of debt asbetween the periods. As described in note (c) to the accompanying tables (see(d) on page 45).39, we redeemed debt in both 2019 and 2018 and incurred early redemption charges of $22 million and $38 million, respectively.


Income tax expense increased $1.8 billiondecreased by $177 million in 20182019 compared to 20172018 primarily due to the effect from a $1.9 billion income tax benefit in 2017 resulting from Tax Reform, which is described in Note 15 of Notes to Consolidated Financial Statements. Excluding the income tax adjustments reflected in the table on page 31 from both years, the effective tax rate for 2018 was 22 percent compared to 28 percent for 2017. The decrease in our effective tax rate is primarily due to the reduction in the U.S. statutory income tax rate from 35 percent to 21 percent effective January 1, 2018 as a result of Tax Reform.lower income before income tax expense. Our effective tax rate was 20 percent for 2019 compared to 21 percent for 2018.


Net income attributable to noncontrolling interests increased $140by $131 million in 20182019 compared to 20172018 primarily due to higher earnings associated with DGD, our consolidated joint venture, which includes a benefit of $80$279 million for theincrease in blender’s tax credit,credits recognized in 2019 compared to 2018, of which 50 percent is attributable to the holder of the noncontrolling interest, as described in note (a) to the accompanying tables (seeon page 45).38.


Refining Segment Results
The following table includes selected financial and operating data of our refining segment for 2019 and 2018. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 27 and 28, respectively, unless otherwise noted.
 Year Ended December 31,
 2019 2018 Change
Revenues$103,764
 $113,118
 $(9,354)
Cost of sales99,722
 107,930
 (8,208)
Operating income4,022
 5,143
 (1,121)
Adjusted operating income (see note (f) on page 41)4,040
 5,180
 (1,140)
Margin (see note (f) on page 40)10,391
 11,244
 (853)
Operating expenses (excluding depreciation and
amortization expense reflected below)
4,289
 4,154
 135
Depreciation and amortization expense2,062
 1,910
 152
      
Throughput volumes (thousand BPD) (see note (g) on page 42)2,952
 2,986
 (34)

Refining segment revenues increased $23.0decreased by $9.3 billion in 20182019 compared to 20172018 primarily due to increasesdecreases in refined petroleum product prices. This improvementdecline in refining segment revenues was partially offset by higherlower cost of sales of $21.8$8.2 billion primarily due primarily to increasesdecreases in crude oil and other feedstock costs, resulting in an increasea decrease in refining segment operating income of $1.1 billion in 20182019 compared to 2017.2018.


Excluding the adjustments to refining segment operating income reflected in the tables on page 32, refining


31
Table of Contents

Refining segment adjusted operating income increasedalso decreased by $961 million$1.1 billion in 20182019 compared to 2017.2018. The components of this increase,decrease, along with the reasons for the changes in these components, are outlined below.


Refining segment margin as defined in note (h) tois primarily affected by refined petroleum product prices and the accompanying tables (see page 46), increased $1.2 billion in 2018 compared to 2017, primarily due to the following:

Increase in distillate margins. We experienced improved distillate margins throughout allcost of our regions in 2018 compared to 2017. For example, the Brent-based benchmark reference margin for U.S. Gulf Coast ultra-low-sulfur diesel was $14.02 per barrel for 2018 compared to $13.26 per barrel for 2017, representing a favorable increase of $0.76 per barrel. Another example is the WTI-based benchmark reference margin for U.S. Mid-Continent ultra-low-sulfur diesel that was $22.82 per barrel for 2018 compared to $18.50 per barrel for 2017, representing a favorable increase of $4.32 per barrel. We estimate that the increase in distillate margins per barrel in 2018 compared to 2017 had a favorable impact to our refining segment margin of approximately $1.3 billion.



36
Table of Contents

Higher discounts on crude oils.oil and other feedstocks. The market prices for refined petroleum products generally track the price of benchmark crude oils, such as Brent, WTI, and ANS. An increase in the differential between the market price of the refined petroleum products that we sell and the cost of the reference benchmark crude oil whichhas a favorable impact on our refining segment margin, while a decline in this differential has a negative impact on our refining segment margin. Additionally, our refining segment margin is a benchmark sweet crude oil,affected by our ability to purchase and we benefit when we process crude oils and other feedstocks that are priced at a discount to Brent and other benchmark crude oil. We benefitted from processingoils. While we benefit when we process these types of crude oils in 2018 and other feedstocks, that benefit improved compared to 2017. For example, WTI crude oil,will vary as the discount widens or narrows. Improvement in these discounts has a light sweet crude oil, sold at a discount to Brent of $6.71 per barrel for 2018 compared to a discount of $3.92 per barrel for 2017, representing a favorable increase of $2.79 per barrel. Another example is Maya crude oil, a sour crude oil processed in our U.S. Gulf Coast region, which sold at a discount to Brent of $9.22 per barrel for 2018 compared to $7.74 per barrel for 2017, representing a favorable increase of $1.48 per barrel. We estimate that the increase in the discounts for crude oils that we processed during 2018 compared to 2017 had a favorable impact to our refining segment margin of approximately $561 million.

Lower costs of biofuel credits. As described in Note 20 of Notes to Consolidated Financial Statements, we purchase biofuel credits in order to meet our biofuel blending obligation under various government and regulatory compliance programs. The cost of these credits (primarily RINs in the U.S.) was $536 million in 2018 compared to $942 million in 2017, a decrease of $406 million.

Higher throughput volumes. Refining segment throughput volumes increased by 46,000 BPD in 2018. We estimate that the increase in refining throughput volumes had a positive impact on our refining segment margin as it lowers our cost of approximately $153 million.

Decreasematerials; whereas lower discounts result in gasoline margins. We experiencedhigher cost of materials, which has a decreasenegative impact on our refining segment margin. The table on page 29 reflects market reference prices and differentials that we believe had a material impact on the change in gasoline margins throughout all of our regions in 2018 compared to 2017. For example, the Brent-based benchmark reference margin for U.S. Gulf Coast CBOB gasoline was $4.81 per barrel for 2018 compared to $10.50 per barrel for 2017, representing an unfavorable decrease of $5.69 per barrel. Another example is the ANS-based benchmark reference margin for U.S. West Coast CARBOB 87 gasoline, which was $13.05 per barrel for 2018 compared to $18.12 per barrel for 2017, representing an unfavorable decrease of $5.07 per barrel. We estimate that the decrease in gasoline margins per barrel in 2018 compared to 2017 had an unfavorable impact to our refining segment margin of approximately $1.3 billion.
in 2019 compared to 2018. Refining segment margin decreased by $853 million in 2019 compared to 2018 primarily due to the following:


◦Lower discounts on crude oils had an unfavorable impact to our refining segment margin of approximately $628 million.

◦Lower discounts on feedstocks other than crude oils, such as natural gas and residuals, had an unfavorable impact to our refining segment margin of approximately $360 million.

◦A decrease in throughput volumes of 34,000 BPD had an unfavorable impact to our refining segment margin of approximately $128 million.

◦A decrease in the cost of biofuel credits (primarily RINs in the U.S.) had a favorable impact on our refining segment margin of $218 million. See Note 20 of Notes to Consolidated Financial Statements for additional information on our government and regulatory compliance programs.

◦An increase in distillate margins throughout most of our regions had a favorable impact to our refining segment margin of approximately $202 million.

Refining segment operating expenses (excluding depreciation and amortization expense) increased $140by $135 million primarily due to higher employee-related expenses of $33 million, an increase in energy costs driven by higher natural gas prices ($3.23 per MMBtu in 2018 compared to $2.98 per MMBtu in 2017) of $28 million, higher chemicals and catalystmaintenance costs of $24$86 million, along with the effect from aof favorable insurance settlementproperty tax settlements of $20 million and sales and use tax refunds of $17 million received in 2017 for our McKee Refinery, and higher maintenance expense of $12 million.2018 that did not recur in 2019.


Refining segment depreciation and amortization expense associated with our cost of sales increased $63 million due to an increase in refinery turnaround amortization expense of $41by $152 million primarily due to costs incurredhigher refinery turnaround and catalyst amortization expense of $82 million and an increase in depreciation expense of $79 million associated with capital projects that were completed and finance leases that commenced in the latter part of 20172018 and early 2018 in connection with significant turnaround projects at our Corpus Christi and McKee Refineries, along with2019, partially offset by the write-off of assets that were idled or demolished in 2018 of $15 million.





32
Table of Contents

Ethanol Segment Results
Ethanol segment revenues increased $138 million in 2018 compared to 2017 primarily due to an increase in ethanol sales volumes and increases in corn related co-product prices along with the revenue contribution associated with three ethanol plants acquired from Green Plains, Inc. (Green Plains) on November 15, 2018, which is described in Note 2 of Notes to Consolidated Financial Statements. This increase is partially offset by lower ethanol prices. This improvement in ethanol segment revenue was more than offset by higher cost of sales of $228 million primarily due to higher corn prices, resulting in a decrease in ethanol segment



37
Table of Contents

operating income of $90 million in 2018 compared to 2017. The components of this decrease, along with reasons for the changes in these components, are outlined below.

Ethanol segment margin, as defined in note (h) to the accompanying tables (see page 46), decreased $66 million in 2018 compared to 2017, primarily due to the following:

Lower ethanol prices. Ethanol prices were lower in 2018 compared to 2017 primarily due to an increase in production. For example, the New York Harbor ethanol price was $1.48 per gallon for 2018 compared to $1.56 per gallon for 2017, representing an unfavorable decrease of $0.08 per gallon. We estimate that the decrease in the price of ethanol had an unfavorable impact to our ethanol segment margin of approximately $159 million.

Higher corn prices. Corn prices were higher in 2018 compared to 2017. For example, the Chicago Board of Trade (CBOT) corn price was $3.68 per bushel for 2018 compared to $3.59 per bushel for 2017, representing an unfavorable increase of $0.09 per bushel. We estimate that the increase in the price of corn had an unfavorable impact to our ethanol segment margin of approximately $36 million.

Higher co-product prices. An increase in protein values, as compared to soybean meal, had a favorable effect on the prices received for the corn related co-products that we produced. We estimate the increase in corn related co-product prices had a favorable impact to our ethanol segment margin of approximately $101 million.

Higher production volumes. Ethanol segment margin was favorably impacted by increased production volumes of 137,000 gallons per day in 2018 compared to 2017 primarily due to reliability improvements at our ethanol plants and the additional production volumes associated with the three plants acquired from Green Plains in November 2018. We estimate that the increase in production volumes had a favorable impact to our ethanol segment margin of approximately $26 million.

Ethanol segment operating expenses (excluding depreciation and amortization expense) increased $27 million primarily due to costs to operate the three plants acquired from Green Plains in November 2018 of $14 million, coupled with higher chemicals and catalysts expenses of $8 million.

VLP Segment Results
VLP segment revenues increased $94 million in 2018 compared to 2017 primarily due to $75 million of incremental revenues generated from transportation and terminaling services associated with the Port Arthur terminal and the Parkway pipeline acquired by VLP in November 2017 that were formerly a part of the refining segment. The increase in VLP segment revenues was partially offset by higher cost of sales of $44 million primarily due to the costs to operate the acquired terminal and pipeline, resulting in an increase in VLP segment operating income of $53 million in 2018 compared to 2017. Excluding the adjustment reflected in the table on page 32, VLP adjusted operating income increased $50 million.
Corporate and Eliminations
Corporate and eliminations, which consists primarily of general and administrative expenses and related depreciation and amortization expense, increased by $98 million in 2018 compared to 2017. Excluding the environmental reserve adjustments of $108 million from 2018 reflected in the table on page 32, adjusted corporate and eliminations decreased by $10 million in 2018 primarily due to the effect from expenses incurred in 2017 associated with the termination of the acquisition of certain assets from Plains.




38
Table of Contents

2017 Compared to 2016

Financial Highlights by Segment and Total Company
(millions of dollars)
 Year Ended December 31, 2017
 Refining Ethanol VLP Corporate
and
Eliminations		 Total
Revenues:         
Revenues from external customers$90,651
 $3,324
 $—
 $5
 $93,980
Intersegment revenues6
 176
 452
 (634) —
Total revenues90,657
 3,500
 452
 (629) 93,980
Cost of sales:         
Cost of materials and other80,865
 2,804
 —
 (632) 83,037
Operating expenses (excluding depreciation and
amortization expense reflected below)
3,959
 443
 104
 (2) 4,504
Depreciation and amortization expense1,800
 81
 53
 —
 1,934
Total cost of sales86,624
 3,328
 157
 (634) 89,475
Other operating expenses58
 —
 3
 —
 61
General and administrative expenses (excluding
depreciation and amortization expense reflected
below)
—
 —
 —
 829
 829
Depreciation and amortization expense—
 —
 —
 52
 52
Operating income by segment$3,975

$172

$292

$(876) 3,563
Other income, net        112
Interest and debt expense, net of capitalized
interest
        (468)
Income before income tax expense        3,207
Income tax expense (benefit) (d) (e)        (949)
Net income        4,156
Less: Net income attributable to noncontrolling
interests
        91
Net income attributable to
Valero Energy Corporation stockholders
        $4,065
________________
See note references on pages 45 through 48.



39
Table of Contents

Financial Highlights by Segment and Total Company (continued)
(millions of dollars)
 Year Ended December 31, 2016
 Refining Ethanol VLP Corporate
and
Eliminations		 Total
Revenues:         
Revenues from external customers$71,968
 $3,691
 $—
 $—
 $75,659
Intersegment revenues—
 210
 363
 (573) —
Total revenues71,968
 3,901
 363
 (573) 75,659
Cost of sales:         
Cost of materials and other63,405
 3,130
 —
 (573) 65,962
Operating expenses (excluding depreciation and
amortization expense reflected below)
3,740
 415
 96
 —
 4,251
Depreciation and amortization expense1,734
 66
 46
 —
 1,846
Lower of cost or market inventory valuation
adjustment (f)
(697) (50) —
 —
 (747)
Total cost of sales68,182
 3,561
 142
 (573) 71,312
General and administrative expenses (excluding
depreciation and amortization expense reflected
below)
—
 —
 —
 709
 709
Depreciation and amortization expense—
 —
 —
 48
 48
Asset impairment loss (g)56
 —
 —
 —
 56
Operating income by segment$3,730

$340

$221

$(757)
3,534
Other income, net        94
Interest and debt expense, net of capitalized
interest
        (446)
Income before income tax expense        3,182
Income tax expense (g)        765
Net income        2,417
Less: Net income attributable to noncontrolling
interests
        128
Net income attributable to
Valero Energy Corporation stockholders
        $2,289
________________
See note references on pages 45 through 48.



40
Table of Contents

Financial Highlights by Segment and Total Company (continued)
(millions of dollars)
 Year Ended December 31,
 2017 2016
Reconciliation of net income attributable to Valero Energy
Corporation stockholders to adjusted net income attributable to
Valero Energy Corporation stockholders (h)
   
Net income attributable to Valero Energy Corporation stockholders$4,065
 $2,289
Exclude adjustments:   
Lower of cost or market inventory valuation adjustment (f)—
 747
Income tax expense related to the lower of cost or market inventory
valuation adjustment
—
 (168)
Lower of cost or market inventory valuation adjustment, net of taxes—
 579
Asset impairment loss (g)—
 (56)
Income tax benefit on Aruba Disposition (g)—
 42
Income tax benefit from Tax Reform (d) (e)1,862
 —
Total adjustments1,862
 565
Adjusted net income attributable to
Valero Energy Corporation stockholders
$2,203
 $1,724

 Year Ended December 31, 2017
 Refining Ethanol VLP Corporate
and
Eliminations		 Total
Reconciliation of operating income to adjusted
operating income (h)
         
Operating income by segment$3,975
 $172
 $292
 $(876) $3,563
Exclude:         
Other operating expenses(58) —
 (3) —
 (61)
Adjusted operating income$4,033
 $172
 $295
 $(876) $3,624

 Year Ended December 31, 2016
 Refining Ethanol VLP Corporate
and
Eliminations		 Total
Reconciliation of operating income to adjusted
operating income (h)
         
Operating income by segment$3,730
 $340
 $221
 $(757) $3,534
Exclude:         
Lower of cost or market inventory valuation
adjustment (f)
697
 50
 —
 —
 747
Asset impairment loss (g)(56) —
 —
 —
 (56)
Adjusted operating income$3,089
 $290
 $221
 $(757) $2,843
_______________
See note references on pages 45 through 48.



41
Table of Contents

Refining Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 Year Ended December 31,
 2017 2016 Change
Throughput volumes (thousand BPD)     
Feedstocks:     
Heavy sour crude oil469
 396
 73
Medium/light sour crude oil458
 526
 (68)
Sweet crude oil1,323
 1,193
 130
Residuals219
 272
 (53)
Other feedstocks148
 152
 (4)
Total feedstocks2,617
 2,539
 78
Blendstocks and other323
 316
 7
Total throughput volumes2,940
 2,855
 85
      
Yields (thousand BPD)     
Gasolines and blendstocks1,423
 1,404
 19
Distillates1,127
 1,066
 61
Other products (i)428
 421
 7
Total yields2,978
 2,891
 87
      
Operating statistics (j)     
Refining segment margin (h)$9,792
 $8,563
 $1,229
Adjusted refining segment operating income
(see page 41) (h)
$4,033
 $3,089
 $944
Throughput volumes (thousand BPD)2,940
 2,855
 85
     
Refining segment margin per barrel of throughput$9.12
 $8.20
 $0.92
Less:    

Operating expenses (excluding depreciation and
amortization expense reflected below) per barrel of
throughput
3.69
 3.58
 0.11
Depreciation and amortization expense per barrel of
throughput
1.67
 1.66
 0.01
Adjusted refining segment operating income per barrel of
throughput
$3.76
 $2.96
 $0.80
_______________
See note references on pages 45 through 48.



42
Table of Contents

Ethanol Segment Operating Highlights
(millions of dollars, except per gallon amounts)
 Year Ended December 31,
 2017 2016 Change
Operating statistics (j)     
Ethanol segment margin (h)$696
 $771
 $(75)
Adjusted ethanol segment operating income
(see page 41) (h)
$172
 $290
 $(118)
Production volumes (thousand gallons per day)3,972
 3,842
 130
     

Ethanol segment margin per gallon of production$0.48
 $0.55
 $(0.07)
Less:    
Operating expenses (excluding depreciation and
amortization expense reflected below) per gallon of
production
0.31
 0.30
 0.01
Depreciation and amortization expense per gallon of
production
0.05
 0.04
 0.01
Adjusted ethanol segment operating income
per gallon of production
$0.12
 $0.21
 $(0.09)

VLP Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 Year Ended December 31,
 2017 2016 Change
Operating statistics (j)     
Pipeline transportation revenue$101
 $78
 $23
Terminaling revenue348
 284
 64
Storage and other revenue3
 1
 2
Total VLP segment revenues$452
 $363
 $89
      
Pipeline transportation throughput
(thousand BPD)
964
 829
 135
Pipeline transportation revenue per barrel of throughput$0.29
 $0.26
 $0.03
      
Terminaling throughput (thousand BPD)2,889
 2,265
 624
Terminaling revenue per barrel of throughput$0.33
 $0.34
 $(0.01)
_______________
See note references on pages 45 through 48.



43
Table of Contents

Average Market Reference Prices and Differentials
(dollars per barrel, except as noted)
 Year Ended December 31,
 2017 2016 Change
Feedstocks     
Brent crude oil$54.82
 $45.02
 $9.80
Brent less WTI crude oil3.92
 1.83
 2.09
Brent less ANS crude oil0.26
 1.25
 (0.99)
Brent less LLS crude oil0.69
 0.15
 0.54
Brent less ASCI crude oil4.18
 5.18
 (1.00)
Brent less Maya crude oil7.74
 8.63
 (0.89)
LLS crude oil54.13
 44.87
 9.26
LLS less ASCI crude oil3.49
 5.03
 (1.54)
LLS less Maya crude oil7.05
 8.48
 (1.43)
WTI crude oil50.90
 43.19
 7.71
      
Natural gas (dollars per MMBtu)2.98
 2.46
 0.52
      
Products     
U.S. Gulf Coast:     
CBOB gasoline less Brent10.50
 9.17
 1.33
Ultra-low-sulfur diesel less Brent13.26
 10.21
 3.05
Propylene less Brent0.48
 (6.68) 7.16
CBOB gasoline less LLS11.19
 9.32
 1.87
Ultra-low-sulfur diesel less LLS13.95
 10.36
 3.59
Propylene less LLS1.17
 (6.53) 7.70
U.S. Mid-Continent:     
CBOB gasoline less WTI15.65
 11.82
 3.83
Ultra-low-sulfur diesel less WTI18.50
 13.03
 5.47
North Atlantic:     
CBOB gasoline less Brent12.57
 11.99
 0.58
Ultra-low-sulfur diesel less Brent14.75
 11.57
 3.18
U.S. West Coast:     
CARBOB 87 gasoline less ANS18.12
 17.04
 1.08
CARB diesel less ANS17.11
 14.52
 2.59
CARBOB 87 gasoline less WTI21.78
 17.62
 4.16
CARB diesel less WTI20.77
 15.10
 5.67
New York Harbor corn crush (dollars per gallon)0.26
 0.30
 (0.04)




44
Table of Contents

The following notes relate to references on pages 29 through 34 and pages 39 through 43.
(a)Cost of materials and other for the year ended December 31, 2018 includes a benefit of $170 million for the biodiesel blender’s tax credit attributable to volumes blended during 2017. The benefit was recognized in February 2018 because the legislation authorizing the credit was passed and signed into law in that month. The $170 million pre-tax benefit is included in the refining segment and includes $80 million attributable to noncontrolling interest and $90 million attributable to Valero Energy Corporation stockholders.

(b)General and administrative expenses (excluding depreciation and amortization expense) for the year ended December 31, 2018 includes a charge of $108 million for an environmental reserve adjustment associated with certain non-operating sites.

(c)Other income, net for the year ended December 31, 2018 includes a $38 million charge from the early redemption of $750 million of our 9.375 percent senior notes due March 15, 2019.

(d)On December 22, 2017, Tax Reform was enacted, resulting in the remeasurement of our U.S. deferred taxes and the recognition of a liability for taxes on the deemed repatriation of our foreign earnings and profits. In addition, Tax Reform lowered the U.S. statutory income tax rate from 35 percent to 21 percent, beginning January 1, 2018. Under U.S. GAAP we are required to recognize the effect of Tax Reform in the period of enactment. As a result, we recognized a $1.9 billion income tax benefit in December 2017, which represented our initial estimate of the impact of Tax Reform in accordance with Staff Accounting Bulletin No. 118 (SAB 118). We finalized our estimates in December 2018 and have recorded an additional benefit of $12 million for the year ended December 31, 2018.

(e)Excluding the income tax benefits discussed in note (d) from both years and the other adjustments to income tax reflected in the table on page 31 from 2018, the effective tax rates for the years ended December 31, 2018 and 2017 were 22 percent and 28 percent, respectively. The decrease in the effective rate is primarily due to the decline in the U.S. statutory income tax rate from 35 percent to 21 percent as a result of Tax Reform (see note (d)).

(f)In accordance with U.S. GAAP, we are required to state our inventories at the lower of cost or market. When the market price of our inventory falls below cost, we record a lower of cost or market inventory valuation adjustment to write down the value to market. In subsequent periods, the value of our inventory is reassessed and a lower of cost or market inventory valuation adjustment is recorded to reflect the net change in the lower of cost or market inventory valuation reserve between the periods. As of December 31, 2018 and December 31, 2017, the market price of our inventory was above cost; therefore we did not have a lower of cost or market inventory valuation reserve as of those dates. During the year ended December 31, 2016, we recorded a change in our inventory valuation reserve that was established on December 31, 2015, resulting in a noncash benefit of $747 million, of which $697 million and $50 million were attributable to our refining segment and ethanol segment, respectively.

(g)Effective October 1, 2016 we (i) transferred ownership of all our assets in Aruba, other than certain hydrocarbon inventories and working capital, to Refineria di Aruba N.V. (RDA), an entity wholly-owned by the Government of Aruba (GOA), (ii) settled our obligations under various agreements with the GOA, including agreements that required us to dismantle our leasehold improvements under certain conditions, and (iii) sold the working capital of our Aruba operations, including hydrocarbon inventories, to the GOA, CITGO Aruba Refining N.V. (CAR), and CITGO Petroleum Corporation (together with CAR and certain other affiliates, collectively, CITGO). We refer to this transaction as the “Aruba Disposition.”

In June 2016, we recognized an asset impairment loss of $56 million representing all of the remaining carrying value of the long-lived assets of our crude oil and refined petroleum products terminal and transshipment facility in Aruba (collectively, the Aruba Terminal). We recognized the impairment loss at that time because we concluded that it was more likely than not that we would ultimately transfer ownership of these assets to the GOA as a result of agreements entered into in June 2016 between the GOA and CITGO for the GOA’s lease of those assets to CITGO.




45
Table of Contents

In September2016 and in connection with the Aruba Disposition, our U.S. subsidiaries cancelled all outstanding debt obligations owed to them by our Aruba subsidiaries, which resulted in the recognition by us of an income tax benefit of $42 million during the year ended December 31, 2016.

(h)We use certain financial measures (as noted below) that are not defined under U.S. GAAP and are considered to be non-GAAP measures.

We have defined these non-GAAP measures and believe they are useful to the external users of our financial statements, including industry analysts, investors, lenders, and rating agencies. We believe these measures are useful to assess our ongoing financial performance because, when reconciled to their most comparable U.S. GAAP measures, they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance and that may obscure our underlying business results and trends. These non-GAAP measures should not be considered as alternatives to their most comparable U.S. GAAP measures nor should they be considered in isolation or as a substitute for an analysis of our results of operations as reported under U.S. GAAP. In addition, these non-GAAP measures may not be comparable to similarly titled measures used by other companies because we may define them differently, which diminishes the utility of these measures.

Non-GAAP measures are as follows:

◦
Adjusted net income attributable to Valero Energy Corporation stockholders is defined as net income attributable to Valero Energy Corporation stockholders excluding the items noted below, along with their related income tax effect. We have excluded these items because we believe that they are not indicative of our core operating performance and that their exclusion results in an important measure of our ongoing financial performance to better assess our underlying business results and trends. The basis for our belief with respect to each excluded item is provided below.
–
Blender’s tax credit attributable to Valero Energy Corporation stockholders - The blender’s tax credit is attributable to volumes blended during 2017 and is not related to 2018 activities, as described in note (a).
–
Lower of cost or market inventory valuation adjustment - The noncash benefit recorded during 2016 to adjust our inventory valuation reserve, as described in note (f).
–
Asset impairment loss - The impairment loss of $56 million in 2016 associated with the Aruba Disposition, as described in note (g).
–
Texas City Refinery fire expenses - The costs incurred to respond to and assess the damage caused by the fire that occurred at the Texas City Refinery on April 19, 2018 are specific to that event and are not ongoing costs incurred in our operations.
–
Environmental reserve adjustments - The environmental reserve adjustments are attributable to sites that were shut down by prior owners and subsequently acquired by us (referred to by us as non-operating sites), as described in note (b).
–
Loss on early redemption of debt - The penalty and other expenses incurred in connection with the early redemption of our 9.375 percent senior notes due March 15, 2019 (see note (c)) are not associated with the ongoing costs of our borrowing and financing activities.
–
Income tax benefit from Tax Reform - Income tax benefit from Tax Reform (see note (d)) is associated with changes in U.S. tax legislation and is not indicative of our core performance.
–
Income tax benefit from Aruba Disposition - The income tax benefit in 2016 resulting from the cancellation of outstanding debt obligations associated with the Aruba Disposition, as described in note (g).
◦
Refining margin is defined as refining operating income excluding the blender’s tax credit, the lower of cost or market inventory valuation adjustment, the asset impairment loss, operating expenses (excluding depreciation and amortization expense), other operating expenses, and depreciation and amortization expense, as reflected in the table below.
◦
Ethanol margin is defined as ethanol operating income excluding the lower of cost or market inventory valuation adjustment, operating expenses (excluding depreciation and amortization expense), and depreciation and amortization expense, as reflected in the table below.



46
Table of Contents

 Year Ended December 31,
 2018 2017 2016
Reconciliation of refining segment operating income
to refining margin
     
Operating income$5,119
 $3,975
 $3,730
Add back:     
Blender’s tax credit (a)(170) —
 —
Lower of cost or market inventory valuation
adjustment (f)
—
 —
 (697)
Asset impairment loss (g)—
 —
 56
Operating expenses (excluding depreciation and
amortization expense)
4,099
 3,959
 3,740
Depreciation and amortization expense1,863
 1,800
 1,734
Other operating expenses45
 58
 —
Refining margin$10,956

$9,792
 $8,563

 Year Ended December 31,
 2018 2017 2016
Reconciliation of ethanol segment operating income
to ethanol margin
     
Operating income$82
 $172
 $340
Add back:     
Lower of cost or market inventory valuation
adjustment (f)
—
 —
 (50)
Operating expenses (excluding depreciation and
amortization expense)
470
 443
 415
Depreciation and amortization expense78
 81
 66
Ethanol margin$630
 $696
 $771

◦
Adjusted refining operating income is defined as refining segment operating income excluding the blender’s tax credit, lower of cost or market inventory valuation adjustment, asset impairment loss, and other operating expenses.
◦
Adjusted ethanol operating income is defined as ethanol segment operating income excluding the lower of cost or market inventory valuation adjustment.
◦
Adjusted VLP operating income is defined as VLP segment operating income excluding other operating expenses.
◦
Adjusted corporate and eliminations is defined as corporate and eliminations excluding the environmental reserve adjustments associated with certain non-operating sites (see note (b)).

(i)Other products primarily include petrochemicals, gas oils, No. 6 fuel oil, petroleum coke, sulfur, and asphalt.

(j)Valero uses certain operating statistics (as noted below) to evaluate performance between comparable periods. Different companies may calculate them in different ways.

Refining segment margin per barrel of throughput and adjusted refining segment operating income per barrel of throughput represents refining segment margin and adjusted refining segment operating income (each as defined in note (h) above) divided by the respective throughput volumes. Ethanol segment margin per gallon of production and adjusted ethanol segment operating income per gallon of production represent ethanol segment margin and



47
Table of Contents

adjusted ethanol segment operating income (each as defined in note (h) above) divided by production volumes. Pipeline transportation revenue per barrel of throughput and terminaling revenue per barrel of throughput represent pipeline transportation revenue and terminaling revenue for our VLP segment divided by pipeline transportation throughput and terminaling throughput volumes, respectively. Throughput and production volumes are calculated by multiplying production throughput and production volumes per day (as provided in the accompanying tables) by the number of days in the applicable period.

Total Company, Corporate, and Other
Revenues increased $18.3 billion in 2017 compared to 2016 primarily due to increases in refined petroleum products prices associated with sales made by our refining segment. This improvement in revenues was mostly offset by higher cost of sales of $18.2 billion primarily due to increases in crude oil and other feedstock costs, and an increase of $120 million in general and administrative expenses (excluding depreciation and amortization expense), resulting in an increase in operating income of $29 million in 2017 compared to 2016.

Excluding the adjustments to operating income reflected in the tables on page 41, adjusted operating income increased by $781 million in 2017 compared to 2016. Details regarding the $781million increase in adjusted operating income between the years are discussed by segment below.

Income tax expense decreased $1.7 billion in 2017 compared to 2016 primarily due to the effect from a $1.9billion income tax benefit in 2017 resulting from Tax Reform, which is described in Note 15 of Notes to Consolidated Financial Statements. Excluding the income tax adjustments reflected in the table on page 41 from both years, the effective tax rate for 2017 was 28percent compared to 26percent for 2016. The effective tax rates are lower than the U.S. statutory rate of 35percent that was in effect through December31, 2017, primarily because income from our international operations was taxed at statutory rates that were lower than in the U.S. The effective tax rate for 2016 was lower than the effective tax rate for 2017 due to a benefit in 2016 of $35million resulting from the favorable resolution of an income tax audit.

Refining Segment Results
Refining segment revenues increased $18.7 billion in 2017 compared to 2016 primarily due to increases in refined petroleum product prices. This improvement in refining segment revenues was partially offset by higher cost of sales of $18.4 million primarily due to increases in crude oil and other feedstock costs, resulting in an increase in operating income of $245million in 2017 compared to 2016.

Excluding the adjustments to refining segment operating income reflected in the tables on page 41, refining segmentadjusted operating income increased by $944million in 2017 compared to 2016. The components of this increase, along with the reasons for the changes in these components, are outlined below.

Refining segment margin, as defined in note (h) to the accompanying tables (see page 46), increased $1.2 billion, primarily due to the following:

Increase in distillate margins. We experienced improved distillate margins throughout all our regions in 2017 compared to 2016. For example, the Brent-based benchmark reference margin for U.S. Gulf Coast ultra-low-sulfur diesel was $13.26 per barrel for 2017 compared to $10.21 per barrel for 2016, representing a favorable increase of $3.05 per barrel. Another example is the WTI-based benchmark reference margin for U.S. Mid-Continent ultra-low-sulfur diesel that was $18.50 per barrel for 2017 compared to $13.03 per barrel for 2016, representing a favorable increase of $5.47 per barrel. We estimate that the increase in distillate margins per barrel in 2017 compared to 2016 had a favorable impact to our refining segment margin of approximately $1.2 billion.




48
Table of Contents

Increase in gasoline margins. We also experienced improved gasoline margins throughout all our regions in 2017 compared to 2016. For example, the WTI-based benchmark reference margin for U.S. Mid-Continent CBOB gasoline was $15.65 per barrel for 2017 compared to $11.82 per barrel for 2016, representing a favorable increase of $3.83 per barrel. Another example is the Brent-based reference margin for U.S. Gulf Coast CBOB gasoline, which was $10.50 per barrel for 2017 compared to $9.17 per barrel for 2016, representing a favorable increase of $1.33 per barrel. We estimate that the increase in gasoline margins per barrel in 2017 compared to 2016 had a favorable impact to our refining segment margin of approximately $577 million.

Higher throughput volumes. Refining segment throughput volumes increased by 85,000 BPD in 2017. We estimate that the increase in refining throughput volumes had a positive impact on our refining segment margin of approximately $283 million.

Lower discounts on sour crude oils. The market prices for refined petroleum products generally track the price of Brent crude oil, which is a benchmark sweet crude oil, and we benefit when we process sour crude oils that are priced at a discount to Brent crude oil. While we benefitted from processing these sour crude oils in 2017, that benefit declined compared to 2016. For example, ASCI crude oil processed in our U.S. Gulf Coast region sold at a discount to Brent of $4.18 per barrel for 2017 compared to a discount of $5.18 per barrel for 2016, representing an unfavorable decrease of $1.00 per barrel. Another example is Maya crude oil which sold at a discount to Brent of $7.74 per barrel for 2017 compared to $8.63 per barrel for 2016, representing an unfavorable decrease of $0.89 per barrel. We estimate that the reduction in discounts for sour crude oils that we processed in 2017 had an unfavorable impact to our refining segment margin of approximately $305 million.

Lower discounts on other feedstocks. In addition to crude oil, we utilize other feedstocks such as residuals, in certain of our refining processes. We benefit when we process these other feedstocks that are priced at a discount to Brent crude oil. While we benefitted from processing these types of feedstocks in 2017, that benefit declined compared to 2016. We estimate that the reduction in the discounts for the other feedstocks that we processed in 2017 had an unfavorable impact to our refining segment margin of approximately $203 million.

Higher costs of biofuel credits. As described in Note 20 of Notes to Consolidated Financial Statements, we purchase biofuel credits in order to meet our biofuel blending obligation under various government and regulatory compliance programs. The cost of these credits (primarily RINs in the U.S.) was $942 million in 2017 compared to $749 million in 2016, an increase of $193 million.

Increase in charges from VLP. Charges from the VLP segment for transportation and terminaling services increased $89 million in 2017 compared to 2016 primarily due to additional services provided by terminals and a product pipeline system acquired by VLP in 2017 and 2016 that were formerly a part of the refining segment, as well as an undivided interest in crude system assets acquired by VLP in 2017. Details regarding the increase in charges from VLP are discussed in the VLP segment analysis below.

Refining segment operating expenses (excluding depreciation and amortization expense) increased $219 million primarily due to an increase in energy costs driven by higher natural gas prices ($2.98 per MMBtu for 2017 compared to $2.46 per MMBtu for 2016).

Refining segment depreciation and amortization expense associated with our cost of sales increased $66 million due to an increase in refinery turnaround and catalyst amortization expense primarily due to



49
Table of Contents

costs incurred in the latter part of 2016 in connection with significant turnaround projects at our Port Arthur and Texas City Refineries.

Ethanol Segment Results
The following table includes selected financial and operating data of our ethanol segment for 2019 and 2018. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 27 and 28, respectively, unless otherwise noted.
 Year Ended December 31,
 2019 2018 Change
Revenues$3,837
 $3,638
 $199
Cost of sales3,833
 3,556
 277
Operating income3
 82
 (79)
Adjusted operating income (see note (f) on page 41)4
 82
 (78)
Margin (see note (f) on page 40)598
 630
 (32)
Operating expenses (excluding depreciation and
amortization expense reflected below)
504
 470
 34
Depreciation and amortization expense90
 78
 12
      
Production volumes (thousand gallons per day)
(see note (g) on page 42)
4,269
 4,109
 160

Ethanol segment revenues decreased $401increased by $199 million in 20172019 compared to 20162018 primarily due to loweran increase in ethanol and corn related co-product prices. This declineimprovement in ethanol segment revenue was partially offsetoutweighed by lowerhigher cost of sales of $233$277 million, primarily due to lower corn prices, resulting in a decrease in ethanol segment operating income of $168$79 million in 20172019 compared to 2016.2018.


Excluding the adjustment reflected in the table on page 41, ethanolEthanol segment adjusted operating income was $172 million for 2017 compared to $290 million for 2016, a decrease of $118decreased by $78 million. The components of this decrease, along with the reasons for the changes in these components, are outlined below.


Ethanol segment margin as definedis primarily affected by ethanol and corn related co-product prices and the cost of corn. The table on page 30 reflects market reference prices that we believe had a material impact on the change in note (h)our ethanol segment margin in 2019 compared to the accompanying tables (see page 46),2018. Ethanol segment margin decreased $75by $32 million in 20172019 compared to 20162018 primarily due to the following:


◦Higher corn prices had an unfavorable impact to our ethanol segment margin of approximately $166 million.

◦Higher ethanol prices had a favorable impact to our ethanol segment margin of approximately $123 million.
Lower ethanol prices. Ethanol prices were lower in 2017 compared to 2016 primarily due to higher industry production, which resulted in higher domestic inventories. For example, the New York Harbor ethanol price was $1.56 per gallon for 2017 compared to $1.60 per gallon for 2016. We estimate that the decrease in the price of ethanol had an unfavorable impact to our ethanol segment margin of approximately $73 million.

Lower co-product prices. A decrease in export demand for corn related co-products, primarily distiller’s grains, had an unfavorable effect on the prices we received. We estimate that the decrease in the price for corn related co-products had an unfavorable impact to our ethanol segment margin of approximately $52 million.

Lower corn prices. Despite a slight increase in the CBOT corn price from $3.58 per bushel for 2016 to $3.59 per bushel for 2017, we acquired corn at lower prices due to favorable location differentials, resulting in a decrease in the price we paid for corn in 2017 compared to 2016. We estimate that the decrease in the price we paid for corn had a favorable impact to our ethanol segment margin of approximately $25 million.

Higher production volumes. Ethanol segment margin was favorably impacted by increased production volumes of 130,000 gallons per day in 2017 compared to 2016 primarily due to reliability improvements. We estimate that the increase in production volumes had a favorable impact to our ethanol segment margin of approximately $25 million.


Ethanol segment operating expenses (excluding depreciation and amortization expense) increased $28by $34 million primarily due to an increasecosts to operate the three plants acquired from Green Plains, Inc. (Green Plains) in November 2018 of $79 million, partially offset by lower energy costs drivenof $29 million and lower chemicals and catalyst costs of $12 million incurred by higher natural gas prices ($2.98 per MMBtu for 2017 compared to $2.46 per MMBtu for 2016).our other ethanol plants.


Ethanol segment depreciation and amortization expense associated with our cost of sales increased $15by $12 million primarily due to depreciation expense associated with the write-offthree plants acquired from Green Plains in November 2018.



33
Table of assets that were idled in 2017.Contents


VLPRenewable Diesel Segment Results
VLPThe following table includes selected financial and operating data of our renewable diesel segment for 2019 and 2018. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 27 and 28, respectively, unless otherwise noted.
 Year Ended December 31,
 2019 2018 Change
Revenues$1,217
 $678
 $539
Cost of sales485
 357
 128
Operating income732
 321
 411
Adjusted operating income (see note (f) on page 42)576
 317
 259
Margin (see note (f) on page 41)701
 412
 289
Operating expenses (excluding depreciation and
amortization expense reflected below)
75
 66
 9
Depreciation and amortization expense50
 29
 21
      
Sales volumes (thousand gallons per day)
(see note (g) on page 42)
760
 431
 329

Renewable diesel segment revenues increased $89by $539 million in 20172019 compared to 20162018 primarily due to $61 million of incremental revenues generated from transportation and terminaling services associated with the Port Arthur terminal and the Parkway pipeline acquired by VLP in 2017 and the McKee, Meraux, and Three Rivers



50
Table of Contents

terminals acquired by VLP in 2016 that were formerly a part of the refining segment. In addition, incremental revenues of $10 million were generated from an undivided interest in the Red River crude system acquired in January 2017. The increase in VLPrenewable diesel sales volumes. This improvement in renewable diesel segment revenues was partially offset by higher cost of sales of $15$128 million, primarily due to the costs to operate the acquired terminals, pipeline and crude system, resulting in an increase in VLPrenewable diesel segment operating income of $71 million in 2017 compared to 2016. Excluding the adjustment reflected in the table on page 41, VLP$411 million.

Renewable diesel segment adjusted operating income increased $74by $259 million in 2019 compared to 2018. The components of this increase, along with the reasons for the changes in these components, are outlined below.

Renewable diesel segment margin increased by $289 million in 2019 compared to 2018 primarily due to the following:

◦An increase in sales volumes of 329,000 gallons per day, which is primarily due to the additional production capacity resulting from the expansion of the DGD Plant completed in the third quarter of 2018, had a favorable impact to our renewable diesel segment margin of $162 million.

◦An increase in the benefit for the blender’s tax credit attributable to volumes blended during 2019 compared to 2018 had a favorable impact to our renewable diesel segment margin of $119 million. As more fully described in note (a) on page 38, blender’s tax credits of $275 million and $156 million were attributable to volumes blended during 2019 and 2018, respectively.

Renewable diesel segment operating expenses (excluding depreciation and amortization expense) increased by $9 million, which is primarily attributable to increased costs resulting from the expansion of the DGD Plant completed in the third quarter of 2018.




34
Table of Contents

Renewable diesel segment depreciation and amortization expense associated with our cost of sales increased by $21 million primarily due to higher turnaround and catalyst amortization expense of $13 million and depreciation expense associated with the expansion of the DGD Plant completed in the third quarter of 2018 of $5 million.

2018 Compared to 2017

Financial Highlights by Segment and Total Company
(millions of dollars)
 Year Ended December 31, 2018
 Refining Ethanol 
Renewable
Diesel
 Corporate
and
Eliminations		 Total
Revenues:         
Revenues from external customers$113,093
 $3,428
 $508
 $4
 $117,033
Intersegment revenues25
 210
 170
 (405) —
Total revenues113,118
 3,638
 678
 (401) 117,033
Cost of sales:         
Cost of materials and other (a)101,866
 3,008
 262
 (404) 104,732
Operating expenses (excluding depreciation and
amortization expense reflected below)
4,154
 470
 66
 —
 4,690
Depreciation and amortization expense1,910
 78
 29
 —
 2,017
Total cost of sales107,930
 3,556
 357
 (404) 111,439
Other operating expenses (b)45
 —
 —
 —
 45
General and administrative expenses (excluding
depreciation and amortization expense reflected
below) (c)
—
 —
 —
 925
 925
Depreciation and amortization expense—
 —
 —
 52
 52
Operating income by segment$5,143

$82

$321

$(974) 4,572
Other income, net (d)        130
Interest and debt expense, net of capitalized
interest
        (470)
Income before income tax expense        4,232
Income tax expense (e)        879
Net income        3,353
Less: Net income attributable to noncontrolling
interests (a)
        231
Net income attributable to
Valero Energy Corporation stockholders
        $3,122
________________
See note references on pages 38 through 42.



35
Table of Contents

Financial Highlights by Segment and Total Company (continued)
(millions of dollars)
 Year Ended December 31, 2017
 Refining Ethanol 
Renewable
Diesel
 Corporate
and
Eliminations		 Total
Revenues:         
Revenues from external customers$90,258
 $3,324
 $393
 $5
 $93,980
Intersegment revenues8
 176
 241
 (425) —
Total revenues90,266
 3,500
 634
 (420) 93,980
Cost of sales:         
Cost of materials and other80,160
 2,804
 498
 (425) 83,037
Operating expenses (excluding depreciation and
amortization expense reflected below)
4,014
 443
 47
 —
 4,504
Depreciation and amortization expense1,824
 81
 29
 —
 1,934
Total cost of sales85,998
 3,328
 574
 (425) 89,475
Other operating expenses (b)61
 —
 —
 —
 61
General and administrative expenses (excluding
depreciation and amortization expense reflected
below)
—
 —
 —
 829
 829
Depreciation and amortization expense—
 —
 —
 52
 52
Operating income by segment$4,207

$172

$60

$(876)
3,563
Other income, net        112
Interest and debt expense, net of capitalized
interest
        (468)
Income before income tax expense        3,207
Income tax benefit (e)        (949)
Net income        4,156
Less: Net income attributable to noncontrolling
interests
        91
Net income attributable to
Valero Energy Corporation stockholders
        $4,065
________________
See note references on pages 38 through 42.




36
Table of Contents

Average Market Reference Prices and Differentials
 Year Ended December 31,
 2018 2017 Change
Refining     
Feedstocks (dollars per barrel)     
Brent crude oil$71.62
 $54.82
 $16.80
Brent less WTI crude oil6.71
 3.92
 2.79
Brent less ANS crude oil0.31
 0.26
 0.05
Brent less LLS crude oil1.72
 0.69
 1.03
Brent less ASCI crude oil5.20
 4.18
 1.02
Brent less Maya crude oil9.22
 7.74
 1.48
LLS crude oil69.90
 54.13
 15.77
LLS less ASCI crude oil3.48
 3.49
 (0.01)
LLS less Maya crude oil7.50
 7.05
 0.45
WTI crude oil64.91
 50.90
 14.01
      
Natural gas (dollars per MMBtu)3.23
 2.98
 0.25
      
Products (dollars per barrel)     
U.S. Gulf Coast:     
CBOB gasoline less Brent4.81
 10.50
 (5.69)
ULS diesel less Brent14.02
 13.26
 0.76
Propylene less Brent(2.86) 0.48
 (3.34)
CBOB gasoline less LLS6.53
 11.19
 (4.66)
ULS diesel less LLS15.74
 13.95
 1.79
Propylene less LLS(1.14) 1.17
 (2.31)
U.S. Mid-Continent:     
CBOB gasoline less WTI13.70
 15.65
 (1.95)
ULS diesel less WTI22.82
 18.50
 4.32
North Atlantic:     
CBOB gasoline less Brent7.59
 12.57
 (4.98)
ULS diesel less Brent16.29
 14.75
 1.54
U.S. West Coast:     
CARBOB 87 gasoline less ANS13.05
 18.12
 (5.07)
CARB diesel less ANS18.13
 17.11
 1.02
CARBOB 87 gasoline less WTI19.45
 21.78
 (2.33)
CARB diesel less WTI24.53
 20.77
 3.76



37
Table of Contents

Average Market Reference Prices and Differentials, (continued)
 Year Ended December 31,
 2018 2017 Change
Ethanol     
CBOT corn (dollars per bushel)$3.68
 $3.59
 $0.09
NYH ethanol (dollars per gallon)1.48
 1.56
 (0.08)
      
Renewable diesel     
New York Mercantile Exchange ULS diesel
(dollars per gallon)
2.09

1.66

0.43
Biodiesel RIN (dollars per RIN)0.53

1.01

(0.48)
California Low-Carbon Fuel Standard (dollars per metric ton)168.24

89.26

78.98
CBOT soybean oil (dollars per pound)0.30

0.33

(0.03)
________________

The following notes relate to references on pages 25 through 36 and pages 43 through 46.

(a)Cost of materials and other for the years ended December 31, 2019 and 2018 includes a benefit of $449 million and $170 million, respectively, for the blender’s tax credit. The benefit recognized in 2019 is attributable to volumes blended during 2019 and 2018 and was recognized in December 2019 because the U.S legislation authorizing the credit was passed and signed into law in that month. The benefit recognized in 2018 is attributable to volumes blended during 2017 and was recognized in February 2018 because the U.S. legislation authorizing the credit was passed and signed into law in that month.

The $449 million and $170 million pre-tax benefits are attributable to volumes blended during the three years and are reflected in our reportable segments as follows (in millions):
 Refining 
Renewable
Diesel
 Total
Periods to which blender’s tax credit is attributable     
2019 blender’s tax credit$16
 $275
 $291
2018 blender���s tax credit2
 156
 158
Total recognized in 2019$18
 $431
 $449
      
2017 blender’s tax credit$10
 $160
 $170
Total recognized in 2018$10
 $160
 $170



38
Table of Contents

Adjustments to reflect the blender’s tax credits in the period during which the volumes were blended are as follows (in millions):
 Year Ended December 31,
 2019 2018 2017
Refining segment     
Total blender’s tax credit recognized in period presented$18
 $10
 $—
Less: Amount properly reflected in the period associated with volumes blended16
 2
 10
Adjustment to reflect blender’s tax credit in proper period
for the refining segment (see note (f))
2
 8
 (10)
Renewable diesel segment     
Total blender’s tax credit recognized in period presented431
 160
 —
Less: Amount properly reflected in the period associated with volumes blended275
 156
 160
Adjustment to reflect blender’s tax credit in proper period
for the renewable diesel segment (see note (f))
156
 4
 (160)
Total adjustment to reflect blender’s tax credit in proper
period (see note (f))
$158
 $12
 $(170)

Of the $449 million pre-tax benefit recognized in 2019, $215 million is attributable to noncontrolling interest and $234 million is attributable to Valero stockholders. Of the $170 million pre-tax benefit recognized in 2018, $80 million is attributable to noncontrolling interest and $90 million is attributable to Valero stockholders.

(b)Other operating expenses reflects expenses that are not associated with our cost of sales and primarily includes costs to repair, remediate, and restore our facilities to normal operations following a non-operating event, such as a natural disaster or a major unplanned outage.

(c)General and administrative expenses (excluding depreciation and amortization expense) for the year ended December 31, 2018 includes a charge of $108 million for environmental reserve adjustments associated with certain non-operating sites.

(d)“Other income, net” for the years ended December 31, 2019 and 2018 includes a $22 million charge from the early redemption of $850 million of our 6.125 percent senior notes due February 1, 2020 and a $38 million charge from the early redemption of $750 million of our 9.375 percent senior notes due March 15, 2019, respectively.

(e)On December 22, 2017, Tax Reform was enacted, and we recognized an income tax benefit of $1.9 billion in December 2017 that represented our initial estimate of the impact of Tax Reform. We finalized our estimates during the year ended December 31, 2018 and recorded an income tax benefit of $12 million during the period.

(f)We use certain financial measures (as noted below) that are not defined under U.S. GAAP and are considered to be non-GAAP financial measures.

We have defined these non-GAAP measures and believe they are useful to the external users of our financial statements, including industry analysts, investors, lenders, and rating agencies. We believe these measures are useful to assess our ongoing financial performance because, when reconciled to their most comparable U.S. GAAP measures, they provide improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance and that may obscure our underlying business results and trends. These non-GAAP measures should not be considered as alternatives to their most comparable U.S. GAAP measures nor should they be considered in isolation or as a substitute for an analysis of our results of operations as reported under U.S. GAAP. In addition, these non-GAAP measures may not be comparable to similarly titled measures used by other companies because we may define them differently, which diminishes their utility.



39
Table of Contents

Non-GAAP financial measures are as follows:
◦
Refining margin is defined as refining operating income adjusted to reflect the blender’s tax credit in the proper period, and excluding operating expenses (excluding depreciation and amortization expense), depreciation and amortization expense, and other operating expenses, as reflected in the table below.
 Year Ended December 31,
 2019 2018 2017
Reconciliation of refining operating income
to refining margin
     
Refining operating income$4,022
 $5,143
 $4,207
Exclude:     
Blender’s tax credit (see note (a))2
 8
 (10)
Operating expenses (excluding depreciation and
amortization expense)
(4,289) (4,154) (4,014)
Depreciation and amortization expense(2,062) (1,910) (1,824)
Other operating expenses (see note (b))(20) (45) (61)
Refining margin$10,391

$11,244
 $10,116

◦
Ethanol margin is defined as ethanol operating income excluding operating expenses (excluding depreciation and amortization expense), depreciation and amortization expense, and other operating expenses, as reflected in the table below.
 Year Ended December 31,
 2019
2018
2017
Reconciliation of ethanol operating income
to ethanol margin
     
Ethanol operating income$3
 $82
 $172
Exclude:     
Operating expenses (excluding depreciation and
amortization expense)
(504) (470) (443)
Depreciation and amortization expense(90) (78) (81)
Other operating expenses (see note (b))(1) —
 —
Ethanol margin$598
 $630
 $696




40
Table of Contents

◦
Renewable diesel margin is defined as renewable diesel operating income adjusted to reflect the blender’s tax credit in the proper period, and excluding operating expenses (excluding depreciation and amortization expense) and depreciation and amortization expense, as reflected in the table below.

Year Ended December 31,

2019
2018
2017
Reconciliation of renewable diesel operating income to renewable diesel margin     
Renewable diesel operating income$732
 $321
 $60
Exclude:     
Blender’s tax credit (see note (a))156
 4
 (160)
Operating expenses (excluding depreciation and
amortization expense)
(75) (66) (47)
Depreciation and amortization expense(50) (29) (29)
Renewable diesel margin$701
 $412
 $296

◦
Adjusted refining operating income is defined as refining segment operating income adjusted to reflect the blender’s tax credit in the proper period and excluding other operating expenses, as reflected in the table below.
 Year Ended December 31,
 2019 2018 2017
Reconciliation of refining operating income to adjusted refining operating income     
Refining operating income$4,022
 $5,143
 $4,207
Exclude:     
Blender’s tax credit (see note (a))2
 8
 (10)
Other operating expenses (see note (b))(20) (45) (61)
Adjusted refining operating income$4,040
 $5,180
 $4,278

◦
Adjusted ethanol operating income is defined as ethanol segment operating income excluding other operating expenses as reflected in the table below.
 Year Ended December 31,
 2019 2018 2017
Reconciliation of ethanol operating income to adjusted ethanol operating income     
Ethanol operating income$3
 $82
 $172
Exclude:     
Other operating expenses (see note (b))(1) —
 —
Adjusted ethanol operating income$4
 $82
 $172




41
Table of Contents

◦
Adjusted renewable diesel operating income is defined as renewable diesel segment operating income adjusted to reflect the blender’s tax credit in the proper period, as reflected in the table below.
 Year Ended December 31,
 2019 2018 2017
Reconciliation of renewable diesel operating income to adjusted renewable diesel operating income     
Renewable diesel operating income$732
 $321
 $60
Exclude:     
Blender’s tax credit (see note (a))156
 4
 (160)
Adjusted renewable diesel operating income$576
 $317
 $220

◦
Adjusted operating income is defined as total company operating income adjusted to reflect the blender’s tax credit in the proper period, and excluding other operating expenses and environmental reserve adjustments associated with certain non-operating sites, as reflected in the table below.
 Year Ended December 31,
 2019 2018 2017
Reconciliation of total company operating income to adjusted operating income     
Total company operating income$3,836
 $4,572
 $3,563
Exclude:     
Blender’s tax credit (see note (a))158
 12
 (170)
Other operating expenses (see note (b))(21) (45) (61)
Environmental reserve adjustments (see note (c))—
 (108) —
Adjusted operating income$3,699
 $4,713
 $3,794

(g)We use throughput volumes, production volumes, and sales volumes for the refining segment, ethanol segment, and renewable diesel segment, respectively, due to their general use by others who operate facilities similar to those included in our segments.




42
Table of Contents

Total Company, Corporate, and EliminationsOther
CorporateThe following table includes selected financial data for the total company, corporate, and eliminations, which consistsother for 2018 and 2017. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 35 and 36, unless otherwise noted.
 Year Ended December 31,
 2018 2017 Change
Revenues$117,033
 $93,980
 $23,053
Cost of sales111,439
 89,475
 21,964
General and administrative expenses (excluding depreciation
and amortization expense)
925
 829
 96
Operating income4,572
 3,563
 1,009
Adjusted operating income (see note (f) on page 42)4,713
 3,794
 919
Other income, net130
 112
 18
Income tax expense (benefit)879
 (949) 1,828
Net income attributable to noncontrolling interests231
 91
 140

Revenues increased by $23.1 billion in 2018 compared to 2017 primarily due to increases in refined petroleum product prices associated with sales made by our refining segment. This improvement in revenues was partially offset by higher cost of sales of $22.0 billion primarily due to increases in crude oil and other feedstock costs, and an increase of $96million in general and administrative expenses and related(excluding depreciation and amortization expense,expense), resulting in an increase in operating income of $1.0billion in 2018 compared to 2017.

General and administrative expenses (excluding depreciation and amortization expense) increased $119by $96 million in 20172018 compared to 20162017. This increase was primarily due to higher employee related costsenvironmental reserve adjustments of $50$108 million an increaseassociated with certain non-operating sites in legal and environmental reserves of $21 million,2018, partially offset by expenses incurred in 2017 associated with the termination of the acquisition of certain assets from Plains All American Pipeline, L.P. of $16 million.

Adjusted operating income was $4.7 billion in 2018 compared to $3.8 billion in 2017. Details regarding the $919million increase in adjusted operating income between the years are discussed by segment below.

“Other income, net” increased by $18 million in 2018 compared to 2017. This increase was primarily due to higher equity in earnings associated with our Diamond pipeline joint venture of $39million and higher interest income of $29 million, partially offset by a $38million charge for the early redemption of debt as described in note(d) on page 39.

Income tax expense increased by $1.8 billion in 2018 compared to 2017 primarily due to the effect from a $1.9billion income tax benefit in 2017 resulting from Tax Reform, as described in note (e) on page 39. Excluding the effect of Tax Reform from 2017, the effective tax rate for 2017 was 28percent compared to 21percent for 2018. The decrease in our effective tax rate is primarily due to the reduction in the U.S. statutory income tax rate from 35percent to 21percent effective January 1, 2018 as a result of Tax Reform.

Net income attributable to noncontrolling interests increased by $140 million in 2018 compared to 2017 primarily due to higher earnings associated with DGD, which includes a benefit for the blender’s tax credit



43
Table of Contents

of which $80million is attributable to the holder of the noncontrolling interest, as described in note(a) on page 38.

Refining Segment Results
The following table includes selected financial and operating data of our refining segment for 2018 and 2017. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 35 and 36, respectively, unless otherwise noted.
 Year Ended December 31,
 2018
2017 Change
Revenues$113,118
 $90,266
 $22,852
Cost of sales107,930
 85,998
 21,932
Operating income5,143
 4,207
 936
Adjusted operating income (see note (f) on page 41)5,180
 4,278
 902
Margin (see note (f) on page 40)11,244
 10,116
 1,128
Operating expenses (excluding depreciation and
amortization expense reflected below)
4,154
 4,014
 140
Depreciation and amortization expense1,910
 1,824
 86
      
Throughput volumes (thousand BPD) (see note (g) on page 42)2,986
 2,940
 46

Refining segment revenues increased by $22.9 billion in 2018 compared to 2017 primarily due to increases in refined petroleum product prices. This improvement in refining segment revenues was partially offset by higher cost of sales of $21.9billion primarily due to increases in crude oil and other feedstock costs, resulting in an increase in charitable contributionsrefining segment operating income of $936 million in 2018 compared to 2017.

Refining segment adjusted operating income increased by $902 million in 2018 compared to 2017. The components of this increase, along with the reasons for the changes in these components, are outlined below.

•
Refining segment margin is primarily affected by refined petroleum product prices and the cost of crude oil and other feedstocks. The market prices for refined petroleum products generally track the price of benchmark crude oils, such as Brent, WTI, and ANS. An increase in the differential between the market price of the refined petroleum products that we sell and the cost of the reference benchmark crude oil has a favorable impact on our refining segment margin, while a decline in this differential has a negative impact on our refining segment margin. Additionally, our refining segment margin is affected by our ability to purchase and process crude oils and other feedstocks that are priced at a discount to Brent and other benchmark crude oils. While we benefit when we process these types of crude oils and other feedstocks, that benefit will vary as the discount widens or narrows. Improvement in these discounts has a favorable impact on our refining segment margin as it lowers our cost of materials; whereas lower discounts result in higher cost of materials, which has a negative impact on our refining segment margin. The table on page37 reflects market reference prices and differentials that we believe had a material impact on the change in our refining segment margin in 2018 compared to 2017. Refining segment margin increased by $1.1 billion in 2018 compared to 2017, primarily due to the following:

◦An increase in distillate margins throughout all of our regions had a favorable impact to our refining segment margin of approximately $1.3 billion.



44
Table of Contents

◦Higher discounts on crude oils had a favorable impact to our refining segment margin of approximately $561 million.

◦A decrease in the cost of biofuel credits (primarily RINs in the U.S.) had a favorable impact to our refining segment margin of $406 million. See Note 20 of Notes to Consolidated Financial Statements for additional information on our government and regulatory compliance programs.

◦An increase in throughput volumes of 46,000 BPD had a favorable impact to our refining segment margin of approximately $153 million.

◦A decrease in gasoline margins throughout all of our regions had an unfavorable impact to our refining segment margin of approximately $1.3 billion.

Refining segment operating expenses (excluding depreciation and amortization expense) increased by $140 million primarily due to higher employee-related expenses of $33 million, an increase in energy costs of $28 million, the effect of a favorable insurance settlement of $20 million in 2017 for our McKee Refinery, higher maintenance expense of $17 million, and higher chemicals and catalyst costs of $15 million.

Refining segment depreciation and amortization expense associated with our cost of sales increased by $86 million primarily due to an increase in depreciation expense of $44 million associated with capital projects that were completed in the latter part of 2017 and early 2018 and higher refinery turnaround and catalyst amortization expense of $35 million, along with the write-off of assets that were idled or demolished in 2018 of $15 million.

Ethanol Segment Results
The following table includes selected financial and operating data of our ethanol segment for 2018 and 2017. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 35 and 36, respectively, unless otherwise noted.
 Year Ended December 31,
 2018 2017 Change
Revenues$3,638
 $3,500
 $138
Cost of sales3,556
 3,328
 228
Operating income82
 172
 (90)
Margin (see note (f) on page 40)630
 696
 (66)
Operating expenses (excluding depreciation and
amortization expense reflected below)
470
 443
 27
Depreciation and amortization expense78
 81
 (3)
 

 

 

Production volumes (thousand gallons per day)
(see note (g) on page 42)
4,109
 3,972
 137

Ethanol segment revenues increased by $138 million in 2018 compared to 2017 primarily due to an increase in ethanol sales volumes. This improvement in ethanol segment revenue was outweighed by higher cost of sales of $228 million, resulting in a decrease in ethanol segment operating income of $90 million in 2018



45
Table of Contents

compared to 2017. The components of this decrease, along with the reasons for the changes in these components, are outlined below.

Ethanol segment margin is primarily affected by ethanol and corn related co-product prices and the cost of corn. The table on page 38 reflects market reference prices that we believe had a material impact on the change in our ethanol segment margin in 2018 compared to 2017. Ethanol segment margin decreased by $66 million in 2018 compared to 2017 primarily due to the following:

◦Lower ethanol prices had an unfavorable impact to our ethanol segment margin of approximately $159 million.

◦Higher corn prices had an unfavorable impact to our ethanol segment margin of approximately $36 million.

◦Higher prices of the corn related co-products that we produced had a favorable impact to our ethanol segment margin of approximately $101 million.

◦Higher production volumes of 137,000 gallons per day had a favorable impact to our ethanol segment margin of approximately $26 million.

Ethanol segment operating expenses (excluding depreciation and amortization expense) increased by $27 million primarily due to costs to operate the three plants acquired from Green Plains in November 2018 of $14 million and higher chemicals and catalysts costs of $8 million incurred by our other ethanol plants.

Renewable Diesel Segment Results
The following table includes selected financial and operating data of our renewable diesel segment for 2018 and 2017. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 35 and 36, respectively, unless otherwise noted.
 Year Ended December 31,
 2018 2017 Change
Revenues$678
 $634
 $44
Cost of sales357
 574
 (217)
Operating income321
 60
 261
Adjusted operating income (see note (f) on page 42)317
 220
 97
Margin (see note (f) on page 41)412
 296
 116
Operating expenses (excluding depreciation and
amortization expense reflected below)
66
 47
 19
Depreciation and amortization expense29
 29
 —
      
Sales volumes (thousand gallons per day)
(see note (g) on page 42)
431
 440
 (9)

Renewable diesel segment revenues increased by $44 million in 2018 compared to 2017 primarily due to higher renewable diesel sales prices. This improvement in renewable diesel segment revenues, along with



46
Table of Contents

a decrease in total cost of sales of $217 million, resulted in an increase in renewable diesel segment operating income of $261 million.

Renewable diesel segment adjusted operating income increased by $97 million in 2018 compared to 2017. The components of this increase, along with the reasons for the changes in these components are outlined below.

Renewable diesel segment margin increased by $116 million in 2018 compared to 2017 primarily due to the following:

◦An increase in renewable diesel prices in 2018 had a favorable impact to our renewable diesel segment margin of $60 million.

◦Price risk management activities had a favorable impact to our renewable diesel segment margin of $40 million. We recognized a hedge gain of $29 million in 2018 from commodity derivative instruments associated with our price risk management activities compared to a loss of $11 million in 2017.

Renewable diesel segment operating expenses (excluding depreciation and amortization expense) increased by $19 million primarily attributable to higher chemical and catalyst costs of $10 million and increased costs resulting from the expansion of the DGD Plant completed in the third quarter of 2018 of $3 million.


LIQUIDITY AND CAPITAL RESOURCES


Overview
We believe that we have sufficient funds from operations and from borrowings under our credit facilities to fund our ongoing operating requirements and other commitments. We expect that, to the extent necessary, we can raise additional funds from time to time through equity or debt financings in the public and private capital markets or the arrangement of additional credit facilities. However, there can be no assurances regarding the availability of any future financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us.


Our liquidity consisted of the following as of December 31, 20182019 (in millions):
Available borrowing capacity from committed facilities:    
Valero Revolver $2,943
 $3,966
Canadian Revolver 107
 112
Accounts receivable sales facility 1,200
 1,200
Letter of credit facility 100
 50
Total available borrowing capacity 4,350
 5,328
Cash and cash equivalents(a)
 2,747
 2,473
Total liquidity $7,097
 $7,801
___________________
(a)Excludes $235$110 million of cash and cash equivalents related to our variable interest entities (VIEs) that is available for use only by our VIEs.





47
Table of Contents

Information about our outstanding borrowings, letters of credit issued, and availability under our credit facilities is reflected in Note 9 of Notes to Consolidated Financial Statements.




51
Table of Contents


Cash Flows Summary
Components of our cash flows are set forth below (in millions):
Year Ended December 31,Year Ended December 31,
2018 2017 20162019 2018 2017
Cash flows provided by (used in):          
Operating activities$4,371
 $5,482
 $4,820
$5,531
 $4,371
 $5,482
Investing activities(3,928) (2,382) (2,006)(3,001) (3,928) (2,382)
Financing activities(3,168) (2,272) (2,012)(2,997) (3,168) (2,272)
Effect of foreign exchange rate changes on cash(143) 206
 (100)68
 (143) 206
Net increase (decrease) in cash and cash equivalents$(2,868) $1,034
 $702
$(399) $(2,868) $1,034


Cash Flows for the Year Ended December 31, 2019
Our operations generated $5.5 billion of cash in 2019, driven primarily by net income of $2.8 billion, noncash charges to income of $2.5 billion, and a positive change in working capital of $294 million.Noncash charges included $2.3 billionof depreciation and amortization expense and $234 million of deferred income tax expense. See “RESULTS OF OPERATIONS” for further discussion of our operations. The change in our working capital is detailed in Note 18 of Notes to Consolidated Financial Statements. The source of cash resulting from the $294 million change in working capital was mainly due to:

an increase of $1.5 billion in accounts payable due to an increase in commodity prices in December 2019 compared to December 2018 combined with an increase in crude oil volumes purchased and the timing of payments of invoices;
a decrease of $427 million in prepaid expenses and other mainly due to a decrease in income taxes receivable resulting from a refund of $348 million, including interest, associated with the settlement of the combined audit related to our U.S. federal income tax returns for 2010 and 2011;
an increase of $153 million in income taxes payable primarily resulting from higher pre-tax income in the fourth quarter of 2019; partially offset by
an increase of $1.5 billion in receivables resulting from (i) an increase in commodity prices in December 2019 compared to December 2018 combined with an increase in sales volumes, and (ii) a receivable of $449 million for the blender’s tax credit attributable to volumes blended during 2019 and 2018; and
an increase of $385 million in inventories due to an increase in commodity prices in December 2019 compared to December 2018 combined with higher inventory levels.

The $5.5 billion of cash generated by our operations, along with (i) $992 million of proceeds from debt issuances related to our 4.00 percent Senior Notes, (ii) $239 million of proceeds from borrowings of VIEs, and (iii) $399 million from available cash on hand, were used mainly to:

•
fund $2.7 billion in capital investments, as defined in “Capital Investments” on page 50, of which $160 million related to self-funded capital investments by DGD;
fund $225 million of capital expenditures of VIEs other than DGD;
acquire undivided interests in pipeline and terminal assets for $72 million;
redeem our 6.125 percent Senior Notes for $871 million (or 102.48 percent of stated value);
purchase common stock for treasury of $777 million;



48
Table of Contents

pay common stock dividends of $1.5 billion;
acquire all of the outstanding publicly held common units of VLP for $950 million; and
pay distributions to noncontrolling interests of $70 million.
In addition, during the year ended December 31, 2019, we sold and repaid $900 million of eligible receivables under our accounts receivable sales facility.
Cash Flows for the Year Ended December 31, 2018
Our operations generated $4.4 billion of cash in 2018, driven primarily by net income of $3.4 billion and noncash charges to income of $2.3 billion, partially offset by a negative change in working capital of $1.3 billion.Noncash charges included$2.1 $2.1 billionof depreciation and amortization expense and $203 million of deferred income tax expense.See “RESULTS OF OPERATIONS” for further discussion of our operations. The change in our working capital is detailed in Note 18 of Notes to Consolidated Financial Statements. The use of cash resulting from the $1.3 billion change in working capital was mainly due to:


an increase of $457 million in receivables resulting from an increase in sales volumes, partially offset by a decrease in commodity prices;
an increase of $197 million in inventory primarily due to higher inventory levels;
a decrease of $684 million in income taxes payable primarily resulting from (i) $527 million of payments in early 2018 related to 2017 tax liabilities and (ii) $181 million of payments in late 2018 that will be applied to 2019 tax liabilities;
a decrease of $113 million in accrued expenses mainly due to the timing of payments on our environmental compliance program obligations; partially offset by
an increase of $304 million in accounts payable due to an increase in crude oil and other feedstock volumes purchased, partially offset by a decrease in commodity prices.


The $4.4 billion of cash generated by our operations, along with (i) $1.3 billion inof proceeds from debt issuances and borrowings, and(ii) $109 million inof proceeds from borrowings of certain VIEs, (as discussed in Note 9 of Notes to Consolidated Financial Statements) and (ii)(iii) $2.9 billion from available cash on hand, were used mainly to:


fund $2.7 billion in capital investments, of which include$192 million related to self-funded capital investments by DGD;
fund $124 million of capital expenditures deferred turnaround and catalyst costs, and investments in joint ventures;of VIEs other than DGD;
fund (i) $468 million for the Peru Acquisition (as defined and discussed in Note 2 of Notes to Consolidated Financial Statements) in May 2018; (ii) $320 million for the acquisition of three ethanol plants in November 2018; and (iii) $88 million for other minor acquisitions;
fund $124 million of capital expenditures of certain VIEs;
acquire undivided interests in pipeline and terminal assets for $212 million;
•
acquire undivided interests in pipeline and terminal assets for $212 million;
redeem our 9.375 percent Senior Notes due March 15, 2019 for $787 million (or 104.9 percent of stated value);
make payments on debt and capitalfinance lease obligations of $435 million, of which $410 million related to the repayment of all outstanding borrowings under VLP’s $750 million senior unsecured revolving credit facility (the VLP Revolver);



52
Table of Contents

retire $137 million of debt assumed in connection with the Peru Acquisition;
purchase common stock for treasury of $1.7 billion;
pay common stock dividends of $1.4 billion; and
pay distributions to noncontrolling interests of $116 million.


Cash Flows for the Year Ended December 31, 2017
Our operations generated $5.5 billion of cash in 2017. Net income of $4.2 billion, net of the $1.9 billion noncash benefit from Tax Reform and other noncash charges of $2.1 billion, and a positive change in working



49
Table of Contents

capital of $1.3 billion were the primary drivers of the cash generated by our operations in 2017. Other noncash charges included $2.0 billion of depreciation and amortization expense.See “RESULTS OF OPERATIONS” for further discussion of our operations. The Tax Reform benefit and the change in our working capital are detailed in Notes 15 and 18, respectively, of Notes to Consolidated Financial Statements. The source of cash resulting from the $1.3 billion change in working capital was mainly due to:


an increase of $1.8 billion in accounts payable primarily as a result of an increase in commodity prices; and
an increase of $489 million in income taxes payable resulting from deferring the payment of our fourth quarter 2017 estimated taxes to January 2018, as allowed by tax relief authorization from the IRS; partially offset by
an increase of $870 million in receivables primarily as a result of an increase in commodity prices; and
an increase of $516 million in inventory due to higher volumes held combined with an increase in commodity prices.


The $5.5 billion of cash generated by our operations, along with borrowings of $380 million under the VLP Revolver, as discussed in Note 9 of Notes to Consolidated Financial Statements, were used mainly to:


fund $2.3 billion in capital investments, of which include$88 million related to self-funded capital investments by DGD;
fund $26 million of capital expenditures deferred turnaround and catalyst costs, and investments in joint ventures;of VIEs other than DGD;
acquire an undivided interest in crude system assets for $72 million;
purchase common stock for treasury of $1.4 billion;
pay common stock dividends of $1.2 billion;
pay distributions to noncontrolling interests of $67 million; and
increase available cash on hand by $1.0 billion.


Cash Flows for the Year Ended December 31, 2016
Our operations generated $4.8 billion of cash in 2016, driven primarily by net income of $2.4 billion, net noncash charges to income of $1.4 billion, and a positive change in working capital of $976 million. Noncash charges included $1.9 billion of depreciation and amortization expense, $56 million for the asset impairment loss associated with our Aruba Terminal, and $230 million of deferred income tax expense, partially offset by a benefit of $747 million from a lower of cost or market inventory valuation adjustment. See “RESULTS OF OPERATIONS” for further discussion of our operations. The change in our working capital is detailed in Note 18 of Notes to Consolidated Financial Statements. The source of cash resulting from the $976 million change in working capital was mainly due to:

an increase in accounts payable primarily as a result of higher commodity prices;
a reduction of our inventories; and
a reduction in prepaid expenses and other related to income taxes receivable due to utilization in 2016 of our 2015 overpayment of taxes; partially offset by
an increase in receivables primarily as a result of higher commodity prices.




53
Table of Contents

The $4.8 billion of cash generated by our operations, along with $2.2 billion in proceeds from debt issuances and borrowings (as discussed in Note 9 of Notes to Consolidated Financial Statements), were used mainly to:

fund $2.0 billion in capital investments, which include capital expenditures, deferred turnaround and catalyst costs, and investments in joint ventures;
redeem our 6.125 percent Senior Notes due June 15, 2017 for $778 million (or 103.70 percent of stated value) and our 7.2 percent Senior Notes due October 15, 2017 for $213 million (or 106.27 percent of stated value);
make payments on debt and capital lease obligations of $525 million, of which $494 million related to borrowings under the VLP Revolver, $9 million related to capital lease obligations, and $22 million related to other debt;
pay off a long-term liability of $137 million owed to a joint venture partner for an owner-method joint venture investment;
purchase common stock for treasury of $1.3 billion;
pay common stock dividends of $1.1 billion;
pay distributions to noncontrolling interests of $65 million; and
increase available cash on hand by $702 million.

Capital Investments
We define capital investments as capital expenditures for purchases of, additions to, and improvements in our property, plant, and equipment; turnaround and catalyst costs; and investments in joint ventures. Capital expenditures include the capital expenditures of our consolidated subsidiaries and consolidated VIEs in which we hold an ownership interest.

Our operations, especially those of our refining segment, are highly capital intensive. Each of our refineries comprises a large base of property assets, consisting of a series of interconnected, highly integrated and interdependent crude oil processing facilities and supporting logistical infrastructure (Units), and these Units are improved continuously. The cost of improvements, which consist of the addition of new Units and betterments of existing Units, can be significant. We have historically acquired our refineries at amounts significantly below their replacement costs, whereas our improvements are made at full replacement value. As such, the costs for improving our refinery assets increase over time and are significant in relation to the amounts we paid to acquire our refineries. We plan for these improvements by developing a multi-year capital program that is updated and revised based on changing internal and external factors.


We make improvements to our refineries in order to maintain and enhance their operating reliability, to meet environmental obligations with respect to reducing emissions and removing prohibited elements from the products we produce, or to enhance their profitability. Reliability and environmental improvements generally do not increase the throughput capacities of our refineries. Improvements that enhance refinery profitability may increase throughput capacity, but many of these improvements allow our refineries to process different types of crude oil and to refine crude oil into products with higher market values. Therefore, many of our improvements do not increase throughput capacity significantly.


For both 2019


50
Table of Contents

We consider capital investments to include the following:

Capital expenditures for purchases of, additions to, and 2020,improvements in our property, plant, and equipment, including those made by DGD but excluding other VIEs;
Deferred turnaround and catalyst cost expenditures, including those made by DGD; and
Investments in unconsolidated joint ventures.

We include DGD’s capital expenditures and deferred turnaround and catalyst cost expenditures in capital investments because we, as operator of DGD, manage its capital projects and expenditures. We do not include the capital expenditures of our other consolidated VIEs in capital investments because we do not operate those VIEs. In addition, we do not include expenditures for acquisitions and acquisitions of undivided interests in capital investments.

We expect to incurmake capital investments of approximately $2.5 billion for capital investments, consisting of approximatelyin 2020. Approximately 60 percent of those investments are for sustaining capitalthe business and 40 percent are for growth strategies. However, we continuously evaluate our capital budget and make changes as conditions warrant. This capital investment estimate excludes potential strategic acquisitions, including acquisitions of undivided interests.



54
Table of Contents

In addition to our capital investments noted above, we separately reflect in our statements of cash flows the capital expenditures of certain VIEs that we consolidate even though we do not hold an ownership interest in them. These expenditures are not included in our $2.5 billion estimate of capital investments for 2019 or 2020. See Note 12 of Notes to Consolidated Financial Statements for a description of our VIEs.


Other Matters Impacting Liquidity and Capital Resources
Merger with VLP
On January 10, 2019, we completed our acquisition of all of the outstanding publicly held common units of VLP pursuant to the Merger Transaction with VLP. Upon completion of the Merger Transaction, each outstanding publicly held common unit was converted into the right to receive $42.25 per common unit in cash without any interest thereon, and all such publicly traded common units were automatically canceled and ceased to exist. Upon completion of the Merger Transaction, we paid aggregate merger consideration of$950 million, which was funded with available cash on hand. See Note 2 of Notes to Consolidated Financial Statements for a discussion of the Merger Transaction.

Stock Purchase ProgramsProgram
On January 23, 2018, our board of directors authorized the 2018 Program which authorized ourfor the purchase of up to an additional $2.5 billion of our outstanding common stock with no expiration date. This authorization was in addition to the remaining amount available under a $2.5 billion program authorized under the 2016 Program. During the fourth quarter of 2018, we completed our purchases under the 2016 Program.stock. As of December 31, 2018,2019, we had $2.2$1.5 billion remaining available for purchase under the 2018 Program.Program with no expiration date. We have no obligation to make purchases under this program.


Pension Plan Funding
We plan to contribute approximately $35$140 million to our pension plans and $21 million to our other postretirement benefit plans during 2019.2020. See Note 13 of Notes to Consolidated Financial Statements for a discussion of our employee benefit plans.


Environmental Matters
Our operations are subject to extensive environmental regulations by governmental authorities relating to the discharge of materials into the environment, waste management, pollution prevention measures, GHG emissions, and characteristics and composition of gasolines and distillates. Because environmental laws and regulations are becoming more complex and stringent and new environmental laws and regulations are continuously being enacted or proposed, the level of future expenditures required for environmental matters could increase in the future. In addition, any major upgrades in any of our operating facilities could require material additional expenditures to comply with environmental laws and regulations. See NotesNote 8 and 10 of Notes to Consolidated Financial Statements for a discussiondisclosure of our environmental matters.liabilities.


Tax Matters
The IRS has ongoing audits related toWe take tax positions in our U.S. federal income tax returns from 2010 through 2015.time to time that may not be ultimately allowed by the relevant taxing authority. When we take such positions, we evaluate the likelihood of sustaining those positions and determine the amount of tax benefit arising from such positions, if any, that should be recognized in our financial statements. Tax benefits not recognized by us are recorded as a liability for unrecognized tax benefits, which represents our potential future obligation to various taxing authorities if the tax positions are not sustained.

As of December 31, 2019, our liability for unrecognized tax benefits, excluding related interest and penalties, was $868 million. Of this amount, $525 million is associated with refund claims associated with taxes paid



51
Table of Contents

on incentive payments received from the U.S. federal government for blending biofuels into refined petroleum products. We have received Revenue Agent Reportsrecorded a tax refund receivable of $525 million in connection with our refund claims, but we also recorded a liability for unrecognized tax benefits of $525 million due to the 2010complexity of this matter and 2011 combined audit. We have made significant progress in resolving this audit, which we believe will be settled within the next 12 months. Upon settlement, we anticipate receiving a refund; therefore, we have a receivable of $336 million associateduncertainties with this audit as of December 31, 2018. We do not expectrespect to have a significant change to our uncertain tax positions upon the settlement of our ongoing audits, and we believe that the ultimate settlement of our audits will not be material tosustaining these refund claims. Therefore, our financial position, results of operations, or liquidity.and liquidity will not be negatively impacted if we are unsuccessful in sustaining these refund claims. The remaining liability for unrecognized tax benefits, excluding related interest and penalties, of $343 million represents our potential future obligations to various taxing authorities if the tax positions associated with that liability are not sustained.





55
Table of Contents

Cash Held by Our International Subsidiaries
In conjunctionDetails about our liability for unrecognized tax benefits, along with other information about our implementation of the provisions under Tax Reform, as describedunrecognized tax benefits, are included in Note 15 of Notes to Consolidated Financial Statements, we recorded a liabilityStatements.

Cash Held by Our International Subsidiaries
As of $740 million for the estimated U.S. federal tax due on the deemed repatriationDecember 31, 2019, $1.5 billion of the accumulated earningsour cash and profits ofcash equivalents was held by our international subsidiaries. Cash held by our international subsidiaries not previously distributedcan be repatriated to us and we will pay this liability over the eight-year period permitted by the provisions under Tax Reform. Because of the deemed repatriation of these accumulated earnings and profits, there are no longerwithout any U.S. federal income tax consequences associated with the repatriation of anyas a result of the $2.4 billiondeemed repatriation provisions of cash and cash equivalents held by our international subsidiaries as of December 31, 2018. However,Tax Reform, but certain countries in which our international subsidiaries are organized imposeother taxes may apply, including, but not limited to, withholding taxes on cash distributed outside of those countries. We have accrued for withholding taxes on the portion of theimposed by certain international jurisdictions and U.S. state income taxes. Therefore, there is a cost to repatriate cash held by onecertain of our international subsidiaries to us, but we believe that we have deemedsuch amount is not material to be permanently reinvested in our operations in that country. The remaining cash held by that subsidiary, as well as our other international subsidiaries, will be permanently reinvested in our operations in those countries.financial position or liquidity.


Concentration of Customers
Our operations have a concentration of customers in the refining industry and customers who are refined petroleum product wholesalers and retailers. These concentrations of customers may impact our overall exposure to credit risk, either positively or negatively, in that these customers may be similarly affected by changes in economic or other conditions. However, we believe that our portfolio of accounts receivable is sufficiently diversified to the extent necessary to minimize potential credit risk. Historically, we have not had any significant problems collecting our accounts receivable.


OFF-BALANCE SHEET ARRANGEMENTS


We have not entered into any transactions, agreements, or other contractual arrangements that would result in off-balance sheet liabilities.





52
Table of Contents

CONTRACTUAL OBLIGATIONS


Our contractual obligations as of December 31, 20182019 are summarized below (in millions).
 Payments Due by Year  
 2019 2020 2021 2022 2023 Thereafter Total
Debt and capital
lease obligations (a)
$283
 $920
 $77
 $69
 $85
 $8,431
 $9,865
Operating lease obligations359
 245
 178
 146
 123
 514
 1,565
Purchase obligations14,853
 2,309
 1,630
 1,407
 1,320
 4,333
 25,852
Other long-term liabilities—
 249
 232
 235
 261
 1,890
 2,867
Total$15,495
 $3,723
 $2,117
 $1,857
 $1,789
 $15,168
 $40,149
 Payments Due by Year  
 2020 2021 2022 2023 2024 Thereafter Total
Debt and finance
lease obligations (a)
$541
 $103
 $93
 $110
 $82
 $9,485
 $10,414
Debt obligations – interest payments464
 462
 455
 449
 449
 3,947
 6,226
Operating lease liabilities (b)376
 250
 194
 160
 125
 498
 1,603
Purchase obligations14,284
 1,906
 1,644
 1,565
 1,519
 3,558
 24,476
Other long-term liabilities (c)—
 160
 168
 200
 215
 2,185
 2,928
Total$15,665
 $2,881
 $2,554
 $2,484
 $2,390
 $19,673
 $45,647

(a)Debt obligations exclude amounts related to unamortized discounts and debt issuance costs. CapitalFinance lease obligations include related interest expense. Debt obligations due in 2020 include $348 million associated with borrowings under the IEnova Revolver (as defined and described in Note 9 of Notes to Consolidated Financial Statements) for the construction of terminals in Mexico by Central Mexico Terminals (as defined and described in Note 12 of Notes to Consolidated Financial Statements). The IEnova Revolver is only available to the operations of Central Mexico Terminals, and its creditors do not have recourse against us.
(b)Operating lease liabilities include related interest expense.
(c)Other long-term liabilities exclude amounts related to the long-term portion of operating lease liabilities that are separately presented above.


Debt and CapitalFinance Lease Obligations
Our debt and capitalfinance lease obligations are described in NoteNotes 9 and 5, respectively, of Notes to Consolidated Financial Statements.



56
Table of Contents


Our debt and financing agreements do not have rating agency triggers that would automatically require us to post additional collateral. However, in the event of certain downgrades of our senior unsecured debt by the ratings agencies, the cost of borrowings under some of our bank credit facilities and other arrangements wouldmay increase. AllAs of December 31, 2019, all of our ratings on our senior unsecured debt, as of December 31, 2018including debt guaranteed by us, are at or above investment grade level as follows:
Rating
Rating Agency ValeroVLPRating
Moody’s Investors Service Baa2 (stable outlook)Baa3 (no outlook)
Standard & Poor’s Ratings Services BBB (stable outlook)BBB- (no outlook)
Fitch Ratings BBB (stable outlook)BBB- (no outlook)

In January 2019, after the completion of the Merger Transaction as described in Note 2 of Notes to Consolidated Financial Statements, each of the rating agencies upgraded its rating of VLP’s senior unsecured debt to our rating. The rating change follows the full and unconditional guarantee by us of VLP’s senior notes.


We cannot provide assurance that these ratings will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. We note that these credit ratings are not recommendations to buy, sell, or hold our securities. Each rating should be evaluated independently of any other rating. Any future reduction below investment grade or withdrawal of one or more of our credit ratings could have a material adverse impact on our ability to obtain short- and long-term financing and the cost of such financings.


Debt Obligations – Interest Payments
Interest payments for our debt obligations as described in Note 9 of Notes to Consolidated Financial Statements are the expected payments based on information available as of December 31, 2019.



53
Table of Contents

Operating Lease ObligationsLiabilities
Our long-term operating lease commitments include leasesliabilities arise from leasing arrangements for land and office facilities; time charters for ocean-going tankers and coastal vessels; railcars; facilities and equipment relatedthe right to industrial gases and power useduse various classes of underlying assets as described in our operations; machinery and equipment used in our refining and ethanol operations; and various facilities and equipment used in the storage, transportation, production, and saleNote 5 of refinery feedstock, refined petroleum product and corn inventories.Notes to Consolidated Financial Statements. Operating lease obligations include all operating leases that have initial or remaining noncancelableliabilities are recognized for leasing arrangements with terms in excess ofgreater than one year and are not reduced by minimum rentalslease payments to be received by us under subleases.


Purchase Obligations
A purchase obligation is an enforceable and legally binding agreement to purchase goods or services that specifies significant terms, including (i) fixed or minimum quantities to be purchased, (ii) fixed, minimum, or variable price provisions, and (iii) the approximate timing of the transaction. We have various purchase obligations under certain crude oil and other feedstock supply arrangements, industrial gas supply arrangements (such as hydrogen supply arrangements), natural gas supply arrangements, and various throughput, transportation and terminaling agreements. We enter into these contracts to ensure an adequate supply of feedstock and utilities and adequate storage capacity to operate our refineries and ethanol plants. Substantially all of our purchase obligations are based on market prices or adjustments based on market indices. Certain of these purchase obligations include fixed or minimum volume requirements, while others are based on our usage requirements. The purchase obligation amounts shown in the preceding table include both short- and long-term obligations and are based on (i) fixed or minimum quantities to be purchased and (ii) fixed or estimated prices to be paid based on current market conditions.




57
Table of Contents


Other Long-Term Liabilities
Our other long-term liabilities are described in Note 8 of Notes to Consolidated Financial Statements. For purposes of reflecting amounts for other long-term liabilities in the preceding table, we made our best estimate of expected payments for each type of liability based on information available as of December 31, 2018.2019.


NEW ACCOUNTING PRONOUNCEMENTS


As discussed in Note 1 of Notes to Consolidated Financial Statements, certain new financial accounting pronouncements became effective January 1, 2019,2020, or will become effective in the future. The effect on our financial statements upon adoption of these pronouncements is discussed in the above-referenced note.


CRITICAL ACCOUNTING POLICIES INVOLVING CRITICAL ACCOUNTING ESTIMATES


The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The following summary provides further information about our critical accounting policies that involve critical accounting estimates, and should be read in conjunction with Note 1 of Notes to Consolidated Financial Statements, which summarizes our significant accounting policies. The following accounting policies involve estimates that are considered critical due to the level of subjectivity and judgment involved, as well as the impact on our financial position and results of operations. We believe that all of our estimates are reasonable. Unless otherwise noted, estimates of the sensitivity to earnings that would result from changes in the assumptions used in determining our estimates is not practicable due to the number of assumptions and contingencies involved, and the wide range of possible outcomes.


Unrecognized Tax Benefits
We take tax positions in our tax returns from time to time that may not be ultimately allowed by the relevant taxing authority. When we take such positions, we evaluate the likelihood of sustaining those positions and determine the amount of tax benefit arising from such positions, if any, that should be recognized in our financial statements. Tax benefits not recognized by us are recorded as a liability for unrecognized tax



54
Table of Contents

benefits, which represents our potential future obligation to various taxing authorities if the tax positions are not sustained.

The evaluation of tax positions and the determination of the benefit arising from such positions that are recognized in our financial statements requires us to make significant judgments and estimates based on an analysis of complex tax laws and regulations and related interpretations. These judgments and estimates are subject to change due to many factors, including the progress of ongoing tax audits, case law, and changes in legislation.

Details of our liability for unrecognized tax benefits, along with other information about our unrecognized tax benefits, are included in Note 15 of Notes to Consolidated Financial Statements.

Environmental Matters
Our operations are subject to extensive environmental regulations by governmental authorities relating primarily to the discharge of materials into the environment, waste management, and pollution prevention measures. Future legislative action and regulatory initiatives could result in changes to required operating permits, additional remedial actions, or increased capital expenditures and operating costs that cannot be assessed with certainty at this time.


Accruals for environmental liabilities are based on best estimates of probable undiscounted future costs over a 20-year time period using currently available technology and applying current regulations, as well as our own internal environmental policies. However, environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation, and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts, and potential improvements in remediation technologies.


The amount of our accruals for environmental matters as of December 31, 2018 and 2017 are included in Note 8 of Notes to Consolidated Financial Statements.

Unrecognized Tax Benefits
We take tax positions in our tax returns from time to time that may not be ultimately allowed by the relevant taxing authority. When we take such positions, we evaluate the likelihood of sustaining those positions and determine the amount of tax benefit arising from such positions, if any, that should be recognized in our financial statements. Tax benefits not recognized by us are recorded as a liability in our balance sheets and



58
Table of Contents

that liability represents our potential future obligation to the taxing authorities if the tax position is not sustained.

The evaluation of tax positions and the determination of the benefit arising from such positions that are recognized in our financial statements requires us to make significant judgments and estimates based on an analysis of complex tax laws and regulations and related interpretations. These judgments and estimates are subject to change due to many factors, including the progress of ongoing tax audits, case law, and changes in legislation.

Our unrecognized tax benefits as of December 31, 2018 and 2017, along with other information about our unrecognized tax benefits, are included in Note 15 of Notes to Consolidated Financial Statements.


Pension and Other Postretirement Benefit Obligations
We have significant pension and other postretirement benefit liabilities and costs that are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates, expected return on plan assets, future compensation increases, and health care cost trend rates. These assumptions are disclosed and described in Note 13 of Notes to Consolidated Financial Statements. Changes in these assumptions are primarily influenced by factors outside of our control. For example, the discount rate assumption represents a yield curve comprised of various long-term bonds that have an average rating of double-A when averaging all available ratings by the recognized rating agencies, while the expected return on plan assets is based on a compounded return calculated assuming an asset allocation that is representative of the asset mix in our pension plans. To determine the expected return on plan assets, we utilized a forward-looking model of asset returns. The historical geometric average return over the 10 years prior to December 31, 20182019 was 9.389.41 percent. The actual return on assets for the years ended December 31, 2019, 2018, and 2017 and 2016 was 23.44 percent, (5.53) percent, 19.31 percent, and 7.7719.31 percent, respectively. These assumptions can have a significant effect on the amounts reported in our financial statements.




55
Table of Contents

The following sensitivity analysis shows the effects on the projected benefit obligation as of December 31, 20182019 and net periodic benefit cost for the year ending December 31, 20192020 (in millions):

Pension
Benefits
 
Other
Postretirement
Benefits

Pension
Benefits
 
Other
Postretirement
Benefits
Increase in projected benefit obligation resulting from:      
Discount rate decrease of 0.25%$104
 $8
$134
 $10
Compensation rate increase of 0.25%12
 n/a
17
 n/a
Increase in expense resulting from:      
Discount rate decrease of 0.25%9
 1
12
 —
Expected return on plan assets decrease of 0.25%6
 n/a
6
 n/a
Compensation rate increase of 0.25%3
 n/a
4
 n/a


Our net periodic benefit cost is determined using the spot-rate approach. Under this approach, our net periodic benefit cost is impacted by the spot rates of the corporate bond yield curve used to calculate our liability discount rate. If the yield curve were to flatten entirely and our liability discount rate remained unchanged, our net periodic benefit cost would increase by $10$16 million for pension benefits and $1$2 million for other postretirement benefits in 2019.2020.


See Note 13 of Notes to Consolidated Financial Statements for a discussion of our pension and other postretirement benefit obligations.




59
Table of Contents

Inventory Valuation
The cost of our inventories is principally determined under the last-in, first-out (LIFO) method using the dollar-value LIFO approach. Our LIFO inventories are carried at the lower of cost or market value and our non-LIFO inventories are carried at the lower of cost or net realizable value. The market value of our LIFO inventories is determined based on the net realizable value of the inventories.

We compare the market value of inventories to their cost on an aggregate basis, excluding materials and supplies. In determining the market value of our inventories, we assume our refinery and ethanolthat feedstocks are converted into refined petroleum products, which requires us to make estimates regarding the refined petroleum products expected to be produced from those feedstocks and the conversion costs required to convert those feedstocks into refined petroleum products. We also estimate the usual and customary transportation costs required to move the inventory from our refineries and ethanol plants to the appropriate points of sale. We then apply an estimated selling price to our inventories. If the aggregate market value is less than cost, we recognize a loss for the difference in our statements of income.


The lower of cost or market inventory valuation adjustment for the year ended December 31, 2016 is discussed in Note 5 of Notes to Consolidated Financial Statements.



56
Table of Contents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


COMMODITY PRICE RISK


We are exposed to market risks related to the volatility in the price of crude oil, refined petroleum products (primarily gasoline and distillate), renewable diesel, grain (primarily corn), soybean oil,renewable diesel feedstocks, and natural gas used in our operations. To reduce the impact of price volatility on our results of operations and cash flows, we use commodity derivative instruments, including futures and options to manage the volatility of:


inventories and firm commitments to purchase inventories generally for amounts by which our current year inventory levels (determined on a LIFO basis) differ from our previous year-end LIFO inventory levels; and


forecasted feedstock and refined petroleum product purchases, refined petroleum product sales, renewable diesel sales, or natural gas purchases, and corn purchases to lock in the price of those forecasted transactions at existing market prices that we deem favorable.


Our positions in commodity derivative instruments are monitored and managed on a daily basis by our risk control group to ensure compliance with our stated risk management policy that has been approved by our board of directors.


The following sensitivity analysis includes all of our derivative instruments entered into for purposes other than trading with which we have market risk (in millions):
December 31,December 31,
2018 20172019 2018
Gain (loss) in fair value resulting from:      
10% increase in underlying commodity prices$2
 $(43)$(39) $2
10% decrease in underlying commodity prices(6) 45
38
 (6)





60
Table of Contents

See Note 20 of Notes to Consolidated Financial Statements for notional volumes associated with these derivative contracts as of December 31, 20182019.


COMPLIANCE PROGRAM PRICE RISK


We are exposed to market risk related to the volatility in the price of credits needed to comply with various governmental and regulatory environmental compliance programs. To manage this risk, we enter into contracts to purchase these credits when prices are deemed favorable. Some of these contracts are derivative instruments; however, we elect the normal purchase exception and do not record these contracts at their fair values. As of December 31, 20182019 and 2017,2018, the amount of gain or loss in the fair value of derivative instruments that would have resulted from a 10 percent increase or decrease in the underlying price of the contracts wasnot material. See Note 20 of Notes to Consolidated Financial Statements for a discussion about these compliance programs.





57
Table of Contents

INTEREST RATE RISK


The following table provides information about our debt instruments (dollars in millions), the fair values of which are sensitive to changes in interest rates. Principal cash flows and related weighted-average interest rates by expected maturity dates are presented.
December 31, 2018December 31, 2019
Expected Maturity Dates    Expected Maturity Dates    
2019 2020 2021 2022 2023 
There-
after
 Total (a) 
Fair
Value
2020 (a) 2021 2022 2023 2024 
There-
after
 Total (b) 
Fair
Value
Fixed rate$—
 $850
 $10
 $—
 $—
 $7,474
 $8,334
 $8,737
$—
 $11
 $—
 $—
 $—
 $8,474
 $8,485
 $10,099
Average interest rate—% 6.1% 5% —% —% 5.4% 5.5%  —% 5.0% —% —% —% 5.2% 5.2%  
Floating rate (b)(c)$214
 $5
 $5
 $5
 $20
 $—
 $249
 $249
$453
 $6
 $6
 $19
 $—
 $—
 $484
 $484
Average interest rate4.6% 4.7% 4.7% 4.7% 4.7% —% 4.6%  5.0% 4.5% 4.5% 4.5% —% —% 5.0%  


December 31, 2017December 31, 2018
Expected Maturity Dates    Expected Maturity Dates    
2018 2019 2020 2021 2022 
There-
after
 Total (a) 
Fair
Value
2019 (a) 2020 2021 2022 2023 
There-
after
 Total (b) 
Fair
Value
Fixed rate$—
 $750
 $850
 $—
 $—
 $6,224
 $7,824
 $9,236
$—
 $850
 $10
 $—
 $—
 $7,474
 $8,334
 $8,737
Average interest rate—% 9.4% 6.1% —% —% 5.6% 6.0%  —% 6.1% 5.0% —% —% 5.4% 5.5%  
Floating rate (b)(c)$106
 $6
 $416
 $6
 $6
 $19
 $559
 $559
$214
 $5
 $5
 $5
 $20
 $—
 $249
 $249
Average interest rate2.1% 3.8% 2.9% 3.8% 3.8% 3.8% 2.8%  4.6% 4.7% 4.7% 4.7% 4.7% —% 4.6%  


________________________
(a)As of December 31, 2019 and 2018, our floating rate debt due in 2020 and 2019 includes $348 million and $109 million, respectively, associated with borrowings under the IEnova Revolver for the construction of terminals in Mexico by Central Mexico Terminals. The IEnova Revolver is only available to the operations of Central Mexico Terminals, and its creditors do not have recourse against us.
(b)Excludes unamortized discounts and debt issuance costs.
(b)(c)As of December 31, 20182019 and 2017,2018, we had an interest rate swap associated with $40$36 million and $49$40 million, respectively, of our floating rate debt resulting in an effective interest rate of 3.85 percent as of each of those reporting dates. The fair value of the swap was immaterial for all periods presented.


FOREIGN CURRENCY RISK


As of December 31, 20182019, we had commitmentsforeign currency contracts to purchase $441$739 million of U.S. dollars and $2.3 billion of U.S. dollar equivalent Canadian dollars. Our market risk was minimal on these contracts, as allof them matured on or before January 31, 2019.February 15, 2020.








6158
Table of Contents


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Our management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) for Valero Energy Corporation. Our management evaluated the effectiveness of Valero’s internal control over financial reporting as of December 31, 20182019. In its evaluation, management used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management believes that as of December 31, 20182019, our internal control over financial reporting was effective based on those criteria.


Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, which begins on page 6462 of this report.








6259
Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




The Board of Directors and Stockholders
Valero Energy Corporation and subsidiaries:Corporation:


Opinion on the Consolidated Financial Statements


We have audited the accompanying consolidated balance sheets of Valero Energy Corporation and subsidiaries (the Company) as of December 31, 20182019 and 2017,2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2018,2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182019 and 2017,2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018,2019, in conformity with U.S. generally accepted accounting principles.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 201926, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.


Basis for Opinion


These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.





60
Table of Contents

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of gross unrecognized tax benefits

As discussed in Note 15 to the consolidated financial statements, as of December 31, 2019, the Company has gross unrecognized tax benefits, excluding related interest and penalties, of $897 million. The Company’s tax positions are subject to examination by local taxing authorities and the resolution of such examinations may span multiple years. Due to the complexities inherent in the interpretation of income tax laws in domestic and international jurisdictions, it is uncertain whether some of the Company’s income tax positions will be sustained upon examination.
We identified the assessment of the Company’s gross unrecognized tax benefits as a critical audit matter because complex auditor judgment was required in evaluating the Company’s interpretation of income tax laws and assessing the Company’s estimate of the ultimate resolution of its income tax positions.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s income tax process, including controls to evaluate which of the Company’s income tax positions may not be sustained upon examination and estimate the gross unrecognized tax benefits.
We involved domestic and international income tax professionals with specialized skills and knowledge, who assisted in:
Obtaining an understanding and evaluating the Company’s income tax positions as filed or intended to be filed;
Evaluating the Company’s interpretation of income tax laws by developing an independent assessment of the Company’s income tax positions and comparing the results to the Company’s assessment;
Inspecting settlements with applicable taxing authorities; and
Assessing the expiration of applicable statutes of limitations.
In addition, we evaluated the Company’s ability to estimate its gross unrecognized tax benefits by comparing historical uncertain income tax positions, including the gross unrecognized tax benefits, to actual results upon conclusion of tax examinations.

/s/ KPMG LLP


We have served as the Company’s auditor since 2004.




San Antonio, Texas
February 28, 201926, 2020






6361
Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






The Board of Directors and Stockholders
Valero Energy Corporation and subsidiaries:Corporation:


Opinion on Internal Control Over Financial Reporting


We have audited Valero Energy Corporation’s and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 20182019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20182019 and 2017,2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2018,2019, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 201926, 2020 expressed an unqualified opinion on those consolidated financial statements.


Basis for Opinion


The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control Over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial






6462
Table of Contents


statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




/s/ KPMG LLP




San Antonio, Texas
February 28, 201926, 2020








6563
Table of Contents


VALERO ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(millions of dollars, except par value)
December 31,December 31,
2018 20172019 2018
ASSETS      
Current assets:      
Cash and cash equivalents$2,982
 $5,850
$2,583
 $2,982
Receivables, net7,345
 6,922
8,904
 7,345
Inventories6,532
 6,384
7,013
 6,532
Prepaid expenses and other816
 156
469
 816
Total current assets17,675
 19,312
18,969
 17,675
Property, plant, and equipment, at cost42,473
 40,010
44,294
 42,473
Accumulated depreciation(13,625) (12,530)(15,030) (13,625)
Property, plant, and equipment, net28,848
 27,480
29,264
 28,848
Deferred charges and other assets, net3,632
 3,366
5,631
 3,632
Total assets$50,155
 $50,158
$53,864
 $50,155
LIABILITIES AND EQUITY      
Current liabilities:      
Current portion of debt and capital lease obligations$238
 $122
Current portion of debt and finance lease obligations$494
 $238
Accounts payable8,594
 8,348
10,205
 8,594
Accrued expenses630
 712
949
 630
Taxes other than income taxes payable1,213
 1,321
1,304
 1,213
Income taxes payable49
 568
208
 49
Total current liabilities10,724
 11,071
13,160
 10,724
Debt and capital lease obligations, less current portion8,871
 8,750
Debt and finance lease obligations, less current portion9,178
 8,871
Deferred income tax liabilities4,962
 4,708
5,103
 4,962
Other long-term liabilities2,867
 2,729
3,887
 2,867
Commitments and contingencies
 

 

Equity:      
Valero Energy Corporation stockholders’ equity:      
Common stock, $0.01 par value; 1,200,000,000 shares authorized;
673,501,593 and 673,501,593 shares issued
7
 7
7
 7
Additional paid-in capital7,048
 7,039
6,821
 7,048
Treasury stock, at cost;
255,905,051 and 239,603,534 common shares
(14,925) (13,315)
Treasury stock, at cost;
264,209,742 and 255,905,051 common shares
(15,648) (14,925)
Retained earnings31,044
 29,200
31,974
 31,044
Accumulated other comprehensive loss(1,507) (940)(1,351) (1,507)
Total Valero Energy Corporation stockholders’ equity21,667
 21,991
21,803
 21,667
Noncontrolling interests1,064
 909
733
 1,064
Total equity22,731
 22,900
22,536
 22,731
Total liabilities and equity$50,155
 $50,158
$53,864
 $50,155
See Notes to Consolidated Financial Statements.






6664
Table of Contents


VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(millions of dollars, except per share amounts)
 Year Ended December 31,
 2019 2018 2017
Revenues (a)$108,324
 $117,033
 $93,980
Cost of sales:     
Cost of materials and other96,476
 104,732
 83,037
Operating expenses (excluding depreciation and amortization
expense reflected below)
4,868
 4,690
 4,504
Depreciation and amortization expense2,202
 2,017
 1,934
Total cost of sales103,546
 111,439
 89,475
Other operating expenses21
 45
 61
General and administrative expenses (excluding depreciation and
amortization expense reflected below)
868
 925
 829
Depreciation and amortization expense53
 52
 52
Operating income3,836
 4,572
 3,563
Other income, net104
 130
 112
Interest and debt expense, net of capitalized interest(454) (470) (468)
Income before income tax expense (benefit)3,486
 4,232
 3,207
Income tax expense (benefit)702
 879
 (949)
Net income2,784
 3,353
 4,156
Less: Net income attributable to noncontrolling interests362
 231
 91
Net income attributable to Valero Energy Corporation stockholders$2,422
 $3,122
 $4,065
      
Earnings per common share$5.84
 $7.30
 $9.17
Weighted-average common shares outstanding (in millions)413
 426
 442
      
Earnings per common share – assuming dilution$5.84
 $7.29
 $9.16
Weighted-average common shares outstanding –
assuming dilution (in millions)
414
 428
 444
_______________________________________________     
Supplemental information:     
(a)    Includes excise taxes on sales by certain of our international
operations
$5,595
 $5,626
 $5,573
 Year Ended December 31,
 2018 2017 2016
Revenues (a)$117,033
 $93,980
 $75,659
Cost of sales:     
Cost of materials and other104,732
 83,037
 65,962
Operating expenses (excluding depreciation and amortization
expense reflected below)
4,690
 4,504
 4,251
Depreciation and amortization expense2,017
 1,934
 1,846
Lower of cost or market inventory valuation adjustment—
 —
 (747)
Total cost of sales111,439
 89,475
 71,312
Other operating expenses45
 61
 —
General and administrative expenses (excluding depreciation and
amortization expense reflected below)
925
 829
 709
Depreciation and amortization expense52
 52
 48
Asset impairment loss—
 —
 56
Operating income4,572
 3,563
 3,534
Other income, net130
 112
 94
Interest and debt expense, net of capitalized interest(470) (468) (446)
Income before income tax expense (benefit)4,232
 3,207
 3,182
Income tax expense (benefit)879
 (949) 765
Net income3,353
 4,156
 2,417
Less: Net income attributable to noncontrolling interests231
 91
 128
Net income attributable to Valero Energy Corporation stockholders$3,122
 $4,065
 $2,289
      
Earnings per common share$7.30
 $9.17
 $4.94
Weighted-average common shares outstanding (in millions)426
 442
 461
      
Earnings per common share – assuming dilution$7.29
 $9.16
 $4.94
Weighted-average common shares outstanding –
assuming dilution (in millions)
428
 444
 464
_______________________________________________     
Supplemental information:     
(a)    Includes excise taxes on sales by certain of our international
operations
$5,626
 $5,573
 $5,493

See Notes to Consolidated Financial Statements.






6765
Table of Contents


VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions of dollars)
Year Ended December 31,Year Ended December 31,
2018 2017 20162019 2018 2017
Net income$3,353
 $4,156
 $2,417
$2,784
 $3,353
 $4,156
Other comprehensive income (loss):          
Foreign currency translation adjustment(517) 514
 (415)349
 (517) 514
Net gain (loss) on pension
and other postretirement benefits
49
 (65) (98)(234) 49
 (65)
Net loss on cash flow hedges(8) —
 —
Other comprehensive income (loss) before
income tax expense (benefit)
(468) 449
 (513)107
 (468) 449
Income tax expense (benefit) related to
items of other comprehensive income (loss)
10
 (21) (37)(48) 10
 (21)
Other comprehensive income (loss)(478) 470
 (476)155
 (478) 470
Comprehensive income2,875
 4,626
 1,941
2,939
 2,875
 4,626
Less: Comprehensive income attributable
to noncontrolling interests
229
 91
 129
361
 229
 91
Comprehensive income attributable to
Valero Energy Corporation stockholders
$2,646
 $4,535
 $1,812
$2,578
 $2,646
 $4,535
See Notes to Consolidated Financial Statements.






6866
Table of Contents


VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(millions of dollars)
Valero Energy Corporation Stockholders’ Equity    Valero Energy Corporation Stockholders’ Equity    
Common
Stock
 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 Total 
Non-
controlling
Interests
 
Total
Equity
Common
Stock
 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 Total 
Non-
controlling
Interests
 
Total
Equity
Balance as of December 31, 2015$7
 $7,064
 $(10,799) $25,188
 $(933) $20,527
 $827
 $21,354
Net income—
 —
 —
 2,289
 —
 2,289
 128
 2,417
Dividends on common stock
($2.40 per share)
—
 —
 —
 (1,111) —
 (1,111) —
 (1,111)
Stock-based compensation expense—
 68
 —
 —
 —
 68
 —
 68
Transactions in connection with
stock-based compensation plans
—
 (89) 34
 —
 —
 (55) —
 (55)
Stock purchases under purchase program—
 —
 (1,262) —
 —
 (1,262) —
 (1,262)
Issuance of Valero Energy Partners LP
common units		—
 —
 —
 —
 —
 —
 11
 11
Distributions to noncontrolling interests—
 —
 —
 —
 —
 —
 (65) (65)
Other—
 45
 —
 —
 —
 45
 (72) (27)
Other comprehensive income (loss)—
 —
 —
 —
 (477) (477) 1
 (476)
Balance as of December 31, 20167
 7,088
 (12,027) 26,366
 (1,410) 20,024
 830
 20,854
$7
 $7,088
 $(12,027) $26,366
 $(1,410) $20,024
 $830
 $20,854
Net income—
 —
 —
 4,065
 —
 4,065
 91
 4,156
—
 —
 —
 4,065
 —
 4,065
 91
 4,156
Dividends on common stock
($2.80 per share)
—
 —
 —
 (1,242) —
 (1,242) —
 (1,242)—
 —
 —
 (1,242) —
 (1,242) —
 (1,242)
Stock-based compensation expense—
 68
 —
 —
 —
 68
 —
 68
—
 68
 —
 —
 —
 68
 —
 68
Transactions in connection with
stock-based compensation plans
—
 (82) 19
 —
 —
 (63) —
 (63)—
 (82) 19
 —
 —
 (63) —
 (63)
Stock purchases under purchase programs—
 —
 (1,307) —
 —
 (1,307) —
 (1,307)—
 —
 (1,307) —
 —
 (1,307) —
 (1,307)
Issuance of Valero Energy Partners LP
common units
—
 —
 —
 —
 —
 —
 33
 33
—
 —
 —
 —
 —
 —
 33
 33
Contributions from noncontrolling interests—
 —
 —
 —
 —
 —
 30
 30
—
 —
 —
 —
 —
 —
 30
 30
Distributions to noncontrolling interests—
 —
 —
 —
 —
 —
 (67) (67)—
 —
 —
 —
 —
 —
 (67) (67)
Other—
 (35) —
 11
 —
 (24) (8) (32)—
 (35) —
 11
 —
 (24) (8) (32)
Other comprehensive income—
 —
 —
 —
 470
 470
 —
 470
—
 —
 —
 —
 470
 470
 —
 470
Balance as of December 31, 20177
 7,039
 (13,315) 29,200
 (940) 21,991
 909
 22,900
7
 7,039
 (13,315) 29,200
 (940) 21,991
 909
 22,900
Reclassification of stranded income tax
effects of Tax Reform per ASU 2018-02
(see Note 1)
—
 —
 —
 91
 (91) —
 —
 —
Reclassification of stranded income
tax effects
—
 —
 —
 91
 (91) —
 —
 —
Net income—
 —
 —
 3,122
 —
 3,122
 231
 3,353
—
 —
 —
 3,122
 —
 3,122
 231
 3,353
Dividends on common stock
($3.20 per share)
—
 —
 —
 (1,369) —
 (1,369) —
 (1,369)—
 —
 —
 (1,369) —
 (1,369) —
 (1,369)
Stock-based compensation expense—
 82
 —
 —
 —
 82
 —
 82
—
 82
 —
 —
 —
 82
 —
 82
Transactions in connection with
stock-based compensation plans
—
 (70) (99) —
 —
 (169) —
 (169)—
 (70) (99) —
 —
 (169) —
 (169)
Stock purchases under purchase programs—
 —
 (1,511) —
 —
 (1,511) —
 (1,511)—
 —
 (1,511) —
 —
 (1,511) —
 (1,511)
Contributions from noncontrolling interests—
 —
 —
 —
 —
 —
 32
 32
—
 —
 —
 —
 —
 —
 32
 32
Distributions to noncontrolling interests—
 —
 —
 —
 —
 —
 (116) (116)—
 —
 —
 —
 —
 —
 (116) (116)
Other—
 (3) —
 —
 —
 (3) 10
 7
—
 (3) —
 —
 —
 (3) 10
 7
Other comprehensive loss—
 —
 —
 —
 (476) (476) (2) (478)—
 —
 —
 —
 (476) (476) (2) (478)
Balance as of December 31, 2018$7
 $7,048
 $(14,925) $31,044
 $(1,507) $21,667
 $1,064
 $22,731
7
 7,048
 (14,925) 31,044
 (1,507) 21,667
 1,064
 22,731
Net income—
 —
 —
 2,422
 —
 2,422
 362
 2,784
Dividends on common stock
($3.60 per share)
—
 —
 —
 (1,492) —
 (1,492) —
 (1,492)
Stock-based compensation expense—
 77
 —
 —
 —
 77
 —
 77
Transactions in connection with
stock-based compensation plans
—
 (50) 30
 —
 —
 (20) —
 (20)
Stock purchases under purchase program—
 —
 (753) —
 —
 (753) —
 (753)
Acquisition of Valero Energy Partners LP
publicly held common units
—
 (328) —
 —
 —
 (328) (622) (950)
Distributions to noncontrolling interests—
 —
 —
 —
 —
 —
 (70) (70)
Other—
 74
 —
 —
 —
 74
 —
 74
Other comprehensive income (loss)—
 —
 —
 —
 156
 156
 (1) 155
Balance as of December 31, 2019$7
 $6,821
 $(15,648) $31,974
 $(1,351) $21,803
 $733
 $22,536
See Notes to Consolidated Financial Statements.






6967
Table of Contents


VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions of dollars)
Year Ended December 31,Year Ended December 31,
2018 2017 20162019 2018 2017
Cash flows from operating activities:          
Net income$3,353
 $4,156
 $2,417
$2,784
 $3,353
 $4,156
Adjustments to reconcile net income to net cash provided by
operating activities:
          
Depreciation and amortization expense2,069
 1,986
 1,894
2,255
 2,069
 1,986
Lower of cost or market inventory valuation adjustment—
 —
 (747)
Asset impairment loss—
 —
 56
Deferred income tax expense (benefit)203
 (2,543) 230
234
 203
 (2,543)
Changes in current assets and current liabilities(1,297) 1,289
 976
294
 (1,297) 1,289
Changes in deferred charges and credits and
other operating activities, net
43
 594
 (6)(36) 43
 594
Net cash provided by operating activities4,371
 5,482
 4,820
5,531
 4,371
 5,482
Cash flows from investing activities:          
Capital expenditures(1,628) (1,353) (1,278)
Deferred turnaround and catalyst costs(915) (523) (718)
Investments in joint ventures(181) (406) (4)
Capital expenditures of certain variable interest entities (VIEs)(124) (26) —
Capital expenditures (excluding variable interest entities (VIEs))(1,627) (1,463) (1,269)
Capital expenditures of VIEs:     
Diamond Green Diesel Holdings LLC (DGD)(142) (165) (84)
Other VIEs(225) (124) (26)
Deferred turnaround and catalyst cost expenditures (excluding VIEs)(762) (888) (519)
Deferred turnaround and catalyst cost expenditures of DGD(18) (27) (4)
Investments in unconsolidated joint ventures(164) (181) (406)
Peru Acquisition, net of cash acquired(468) —
 —
—
 (468) —
Acquisition of ethanol plants(320) —
 —
(3) (320) —
Acquisitions of undivided interests(212) (72) —
(72) (212) (72)
Minor acquisitions(88) —
 —
—
 (88) —
Other investing activities, net8
 (2) (6)12
 8
 (2)
Net cash used in investing activities(3,928) (2,382) (2,006)(3,001) (3,928) (2,382)
Cash flows from financing activities:          
Proceeds from debt issuances and borrowings (excluding
borrowings of certain VIEs)
1,258
 380
 2,153
Proceeds from borrowings of certain VIEs109
 —
 —
Repayments of debt and capital lease obligations(1,359) (21) (1,475)
Proceeds from debt issuances and borrowings (excluding VIEs)1,892
 1,258
 380
Proceeds from borrowings of VIEs239
 109
 —
Repayments of debt and finance lease obligations (excluding VIEs)(1,805) (1,353) (15)
Repayments of debt of VIEs(6) (6) (6)
Purchases of common stock for treasury(1,708) (1,372) (1,336)(777) (1,708) (1,372)
Common stock dividends(1,369) (1,242) (1,111)(1,492) (1,369) (1,242)
Acquisition of Valero Energy Partners LP publicly held common units(950) —
 —
Contributions from noncontrolling interests32
 30
 —
—
 32
 30
Distributions to noncontrolling interests(116) (67) (65)(70) (116) (67)
Other financing activities, net(15) 20
 (178)(28) (15) 20
Net cash used in financing activities(3,168) (2,272) (2,012)(2,997) (3,168) (2,272)
Effect of foreign exchange rate changes on cash(143) 206
 (100)68
 (143) 206
Net increase (decrease) in cash and cash equivalents(2,868) 1,034
 702
(399) (2,868) 1,034
Cash and cash equivalents at beginning of year5,850
 4,816
 4,114
2,982
 5,850
 4,816
Cash and cash equivalents at end of year$2,982
 $5,850
 $4,816
$2,583
 $2,982
 $5,850
See Notes to Consolidated Financial Statements.






7068
Table of Contents




VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES


Description of Business
The terms “Valero,” “we,” “our,” and “us,” as used in this report, may refer to Valero Energy Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole.


We are an independent petroleum refinerinternational manufacturer and ethanol producer.marketer of transportation fuels and petrochemical products. We own and operate 15 petroleum refineries located in the United States (U.S.), Canada, and the United Kingdom (U.K.) with a combined throughput capacity of approximately 3.13.15 million barrels per day as of December 31, 2018. We sell our refined petroleum products in both the wholesale rack and bulk markets, and approximately 7,000 outlets carry our brand names in the U.S., Canada, the U.K., and Ireland. Most of our logistics assets support our refining operations, and some of these assets are owned by Valero Energy Partners LP (VLP). See Note 12 for further information about VLP. We also own 14 ethanol plants in the Mid-Continent region of the U.S. with a combined production capacity of approximately 1.73 billion gallons per year as of December 31, 2018.2019. The petroleum refineries are located in the United States (U.S.), Canada, and the United Kingdom (U.K.), and the ethanol plants are located in the Mid-Continent region of the U.S. We are also a joint venture partner in DGD, which owns and operates a renewable diesel plant in Norco, Louisiana. We sell our ethanolproducts in the wholesale rack or bulk market,markets in the U.S., Canada, the U.K., Ireland, and some ofLatin America. Approximately 7,000 outlets carry our logistics assets support our ethanol operations.brand names.


Basis of Presentation
General
These consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and with the rules and regulations of the U.S. Securities and Exchange Commission (SEC).


Reclassifications
CertainEffective January 1, 2019, we revised our reportable segments to reflect a new reportable segment — renewable diesel. The renewable diesel segment includes the operations of DGD, our consolidated joint venture as discussed in Note 12, that were transferred from the refining segment. Also effective January 1, 2019, we no longer have a VLP segment, and we now include the operations of Valero Energy Partners LP and its consolidated subsidiaries (VLP) in our refining segment. Our prior period segment information has been retrospectively adjusted to reflect our current segment presentation. See Note 2 regarding our merger with VLP, which occurred on January 10, 2019, and Note 17 for segment information.

Prior year amounts for capital expenditures and deferred turnaround and catalyst cost expenditures in the consolidated statements of cash flows have been reclassified to conform to the 2018 presentation. The changes were primarily due2019 presentation to separately provide these expenditures for us and our retrospective adoption on January 1, 2018 of Accounting Standards Update (ASU) No. 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU requires employers to report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic postretirement benefit cost (non-service cost components) to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The adoption of this ASU did not affect our financial position or results of operations, but resulted in the reclassification of the non-service components of pension and postretirement benefit costs from operating expenses (excluding depreciation and amortization expense) and general and administrative expenses (excluding depreciation and amortization expense) to other income, net. This resulted in an increase of $42 million and $44 million in operating expenses (excluding depreciation and amortization expense) and a decrease of $6 million and $6 million in general and administrative expenses (excluding depreciation and amortization expense) for the years ended December 31, 2017 and 2016, respectively.consolidated VIEs.


Significant Accounting Policies
Principles of Consolidation
These financial statements include those of Valero, our wholly owned subsidiaries, and VIEs in which we have a controlling financial interest. Our VIEs are described in Note 12. The ownership interests held by others in the VIEs are recorded as noncontrolling interests. Intercompany items and transactions have been eliminated in



71
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consolidation. Investments in less than wholly owned entities where we have significant influence are accounted for using the equity method.


Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual



69
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

results could differ from those estimates. On an ongoing basis, we review our estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.


Cash Equivalents
Our cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have a maturity of three months or less when acquired.


Receivables
Trade receivables are carried at original invoice amount. We maintain an allowance for doubtful accounts, which is adjusted based on management’s assessment of our customers’ historical collection experience, known credit risks, and industry and economic conditions.


Inventories
The cost of refinery feedstocks and refined petroleum products, and grain and ethanol, inventoriesand renewable diesel feedstocks (animal fats, used cooking oils, and other vegetable oils) and renewable diesel is determined under the last-in, first-out (LIFO) method using the dollar-value LIFO approach, with any increments valued based on average purchase prices during the year. Our LIFO inventories are carried at the lower of cost or market. The cost of products purchased for resale and the cost of materials and supplies are determined principally under the weighted-average cost method. Our non-LIFO inventories are carried at the lower of cost or net realizable value. If the aggregate market value of our LIFO inventories or the aggregate net realizable value of our non-LIFO inventories is less than the related aggregate cost, we recognize a loss for the difference in our statements of income.


Property, Plant, and Equipment
The cost of property, plant, and equipment (property assets) purchased or constructed, including betterments of property assets, is capitalized. However, the cost of repairs to and normal maintenance of property assets is expensed as incurred. Betterments of property assets are those that extend the useful life, increase the capacity or improve the operating efficiency of the asset, or improve the safety of our operations. The cost of property assets constructed includes interest and certain overhead costs allocable to the construction activities.


Our operations, especially those of our refining segment, are highly capital intensive. Each of our refineries comprises a large base of property assets, consisting of a series of interconnected, highly integrated and interdependent crude oil processing facilities and supporting logistical infrastructure (Units), and these Units are continuously improved. Improvements consist of the addition of new Units and betterments of existing Units. We plan for these improvements by developing a multi-year capital program that is updated and revised based on changing internal and external factors.


Depreciation of property assets used in our refining segmentand renewable diesel segments is recorded on a straight-line basis over the estimated useful lives of these assets primarily using the composite method of depreciation. We maintain a



72
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

separate composite group of property assets for each of our refineries.refineries and our renewable diesel plant. We estimate the useful life of each group based on an evaluation of the property assets comprising the group, and such evaluations consist of, but are not limited to, the physical inspection of the assets to determine their condition, consideration of the manner in which the assets are maintained, assessment of the



70
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

need to replace assets, and evaluation of the manner in which improvements impact the useful life of the group. The estimated useful lives of our composite groups range primarily from 2520 to 30 years.

Under the composite method of depreciation, the cost of an improvement is added to the composite group to which it relates and is depreciated over that group’s estimated useful life. We design improvements to our refineries and renewable diesel plant in accordance with engineering specifications, design standards, and practices accepted in our industry, and these improvements have design lives consistent with our estimated useful lives. Therefore, we believe the use of the group life to depreciate the cost of improvements made to the group is reasonable because the estimated useful life of each improvement is consistent with that of the group.


Also under the composite method of depreciation, the historical cost of a minor property asset (net of salvage value) that is retired or replaced is charged to accumulated depreciation and no gain or loss is recognized in income. However, a gain or loss is recognized in income for a major property asset that is retired, replaced, sold, or for an abnormal disposition of a property asset (primarily involuntary conversions). Gains and losses are reflected in depreciation and amortization expense, unless such amounts are reported separately due to materiality.


Depreciation of property assets used in our ethanol segment is recorded on a straight-line basis over the estimated useful lives of the related assets. The estimated useful life of our grain processing equipment is 20 years.


Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the related asset. Assets acquired under capital leasesFinance lease ROU (defined below) assets are amortized on a straight-line basis over (i) the lease term if transfer of ownership does not occur at the end of the lease term or (ii) the estimated useful life of the asset if transfer of ownership does occur at the end of the lease term.as discussed in “Leases” below.


Deferred Charges and Other Assets
“Deferred charges and other assets, net” primarily include the following:


turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries, and ethanol plants, and whichrenewable diesel plant, are deferred when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs;


fixed-bed catalyst costs, representing the cost of catalyst that is changed out at periodic intervals when the quality of the catalyst has deteriorated beyond its prescribed function, which are deferred when incurred and amortized on a straight-line basis over the estimated useful life of the specific catalyst;


operating lease ROU (defined below) assets, which are amortized as discussed in “Leases” below;

investments in unconsolidated joint ventures;

income taxes receivable;


investments in joint ventures accounted for under the equity method;intangible assets, which are amortized over their estimated useful lives; and



goodwill.





7371
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


intangible assets;Leases
We evaluate if a contract is or contains a lease at inception of the contract. If we determine that a contract is or contains a lease, we recognize a right-of-use (ROU) asset and lease liability at the commencement date of the lease based on the present value of lease payments over the lease term. The present value of the lease payments is determined by using the implicit rate when readily determinable. If not determinable, our centrally managed treasury group provides an incremental borrowing rate based on quoted interest rates obtained from financial institutions. The rate used is for a term similar to the duration of the lease based on information available at the commencement date. Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise those options.


goodwill.We recognize ROU assets and lease liabilities for leasing arrangements with terms greater than one year. Except for the marine transportation asset class, we account for lease and non-lease components in a contract as a single lease component for all classes of underlying assets. Our marine transportation contracts include non-lease components, such as maintenance and crew costs. We allocate the consideration in these contracts based on pricing information provided by the third-party broker.


Expense for an operating lease is recognized as a single lease cost on a straight-line basis over the lease term and is reflected in the appropriate income statement line item based on the leased asset’s function. Amortization expense of a finance lease ROU asset is recognized on a straight-line basis over the lesser of the useful life of the leased asset or the lease term. However, if the lease transfers ownership of the finance lease ROU asset to us at the end of the lease term, the finance lease ROU asset is amortized over the useful life of the leased asset. Amortization expense is reflected in “depreciation and amortization expense.” Interest expense is incurred based on the carrying value of the lease liability and is reflected in “interest and debt expense, net of capitalized interest.”

Impairment of Assets
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods.


We evaluate our equity method investments for impairment when there is evidence that we may not be able to recover the carrying amount of our investments or the investee is unable to sustain an earnings capacity that justifies the carrying amount. A loss in the value of an investment that is other than a temporary decline is recognized currently in income and is based on the difference between the estimated current fair value of the investment and its carrying amount.


Asset Retirement Obligations
We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to retire a tangible long-lived asset at the time we incur that liability, which is generally when the asset is purchased, constructed, or leased. We record the liability when we have a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable



72
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the liability’s fair value.


We have obligations with respect to certain of our assets related to our refining and ethanol segments to clean and/or dispose of various component parts of the assets at the time they are retired. However, these component parts can be used for extended and indeterminate periods of time as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain all our assets and continue making improvements to those assets based on technological advances. As a result, we believe that our assets related to our refining and ethanol segments have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire such assets cannot reasonably be estimated at this time. We will recognize a liability at such time when sufficient information exists to estimate a date or range of potential settlement dates that is needed to employ a present value technique to estimate fair value.


Environmental Matters
Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties and have not been measured on a discounted basis.




74
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Legal Contingencies
We are subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. We accrue losses associated with legal claims when such losses are probable and reasonably estimable. If we determine that a loss is probable and cannot estimate a specific amount for that loss but can estimate a range of loss, the best estimate within the range is accrued. If no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. Estimates are adjusted as additional information becomes available or circumstances change. Legal defense costs associated with loss contingencies are expensed in the period incurred.


Foreign Currency Translation
Generally, our international subsidiaries use their local currency as their functional currency. Balance sheet amounts are translated into U.S. dollars using exchange rates in effect as of the balance sheet date. Income statement amounts are translated into U.S. dollars using the exchange rates in effect at the time the underlying transactions occur. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss.


Revenue Recognition
Our revenues are primarily generated from contracts with customers. We generate revenue from contracts with customers from the sale of products by our refining, ethanol, and ethanolrenewable diesel segments. Our VLP segment generates intersegment revenues from transportation and terminaling activities provided to our refining segment that are eliminated in consolidation. Revenues are recognized when we satisfy our performance obligation to transfer products to our customers, which typically occurs at a point in time upon shipment or delivery of the products, and for an amount that reflects the transaction price that is allocated to the performance obligation.

The customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the point of shipment or delivery. As a result, we consider control to have transferred upon shipment or delivery



73
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

because we have a present right to payment at that time, the customer has legal title to the asset, we have transferred physical possession of the asset, and the customer has significant risks and rewards of ownership of the asset.

Our contracts with customers state the final terms of the sale, including the description, quantity, and price for goods sold. Payment is typically due in full within two to ten days of delivery. In the normal course of business, we generally do not accept product returns.


The transaction price is the consideration that we expect to be entitled to in exchange for our products. The transaction price for substantially all of our contracts is generally based on commodity market pricing (i.e., variable consideration). As such, this market pricing may be constrained (i.e., not estimable) at the inception of the contract but will be recognized based on the applicable market pricing, which will be known upon transfer of the goods to the customer. Some of our contracts also contain variable consideration in the form of sales incentives to our customers, such as discounts and rebates. For contracts that include variable consideration, we estimate the factors that determine the variable consideration in order to establish the transaction price.




75
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


We have elected to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer (e.g., sales tax, use tax, value-added tax, etc.). We continue to include in the transaction price excise taxes that are imposed on certain inventories in our international operations. The amount of such taxes is provided in supplemental information in a footnote on the statements of income.


There are instances where we provide shipping services in relation to the goods sold to our customer. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are included in cost of materials and other. We have elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities rather than as a promised service and we have included these activities in cost of materials and other.


We enter into certain purchase and sale arrangements with the same counterparty that are deemed to be made in contemplation of one another. We combine these transactions and present the net effect in cost of materials and other. We also enter into refined petroleum product exchange transactions to fulfill sales contracts with our customers by accessing refined petroleum products in markets where we do not operate our own refineries. These refined petroleum product exchanges are accounted for as exchanges of nonmonetary assets, and no revenues are recorded on these transactions.


Cost Classifications
“Cost of materials and other” primarily includes the cost of materials that are a component of our products sold. These costs include (i) the direct cost of materials (such as crude oil and other refinery feedstocks, refined petroleum products and blendstocks, and ethanol feedstocks and products) that are a component of our products sold; (ii) costs related to the delivery (such as shipping and handling costs) of products sold; (iii) costs related to our environmental credit obligations to comply with various governmental and regulatory programs (such as the cost of Renewable Identification Numbers (RINs) as required by the U.S. Environmental Protection Agency’s (EPA) Renewable Fuel Standard, and emission credits under various cap-and-trade systems, as defined in Note 19); (iv) the blender’s tax credit recognized on qualified biodiesel mixtures; (v) gains and losses on our commodity derivative instruments; and (v)(vi) certain excise taxes.




74
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

“Operating expenses (excluding depreciation and amortization expense)” include costs to operate our refineries, ethanol plants, and logistics assets, except for depreciation and amortization expense. These costs primarily include employee-related expenses, energy and utility costs, catalysts and chemical costs, and repair and maintenance expenses.


“Depreciation and amortization expense” associated with our operations is separately presented in our statement of income as a component of cost of sales and general and administrative expenses and is disclosed by reportable segment in Note 17.


“Other operating expenses” include costs, if any, incurred by our reportable segments that are not associated with our cost of sales.


Environmental Compliance Program Costs
We purchase credits in the open market to meet our obligations under various environmental compliance programs. We purchase biofuel credits (primarily RINs in the U.S.) to comply with government regulations



76
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

that require us to blend a certain percentage of biofuels into the products we produce. To the degree that we are unable to blend biofuels at the required percentage, we must purchase biofuel credits to meet our obligation. We purchase greenhouse gas (GHG) emission credits to comply with government regulations concerning various GHG emission programs, including cap-and-trade systems. These programs are described in Note 20 under “Environmental Compliance Program Price Risk.”


The costs of purchased biofuel credits and GHG emission credits are charged to cost of materials and other as such credits are needed to satisfy our obligation. To the extent we have not purchased enough credits to satisfy our obligation as of the balance sheet date, we charge cost of materials and other for such deficiency based on the market price of the credits as of the balance sheet date, and we record a liability for our obligation to purchase those credits. See Note 19 for disclosure of our fair value liability.


Stock-Based Compensation
Compensation expense for our share-based compensation plans is based on the fair value of the awards granted and is recognized in income on a straight-line basis over the shorter of (i) the requisite service period of each award or (ii) the period from the grant date to the date retirement eligibility is achieved if that date is expected to occur during the vesting period established in the award.


Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by unrecognized tax benefits, if such items may be available to offset the unrecognized tax benefit. Stranded income tax effects are released from accumulated other comprehensive loss to retained earnings on an individual item basis as those items are reclassified into income.


We have elected to classify any interest expense and penalties related to the underpayment of income taxes in income tax expense.



75
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We have elected to treat the global intangible low-taxed income (GILTI) tax as a period expense.


Earnings per Common Share
Earnings per common share is computed by dividing net income attributable to Valero stockholders by the weighted-average number of common shares outstanding for the year. Participating securities are included in the computation of basic earnings per share using the two-class method. Earnings per common share – assuming dilution is computed by dividing net income attributable to Valero stockholders by the weighted-average number of common shares outstanding for the year increased by the effect of dilutive securities. Potentially dilutive securities are excluded from the computation of earnings per common share – assuming dilution when the effect of including such shares would be antidilutive.


Financial Instruments
Our financial instruments include cash and cash equivalents, receivables, payables, debt, capitaloperating and finance lease obligations, commodity derivative contracts, and foreign currency derivative contracts. The estimated fair



77
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 19.


Derivatives and Hedging
All derivative instruments, not designated as normal purchases or sales, are recorded in the balance sheet as either assets or liabilities measured at their fair values with changes in fair value recognized currently in income. To manage commodity price risk, we primarily use economic hedges, which are derivative instruments not designated as fair value or cash flow hedges and economic hedges, and we also use fair value and cash flow hedges from time to time. The cash flow effects of all of our derivative instruments are reflected in operating activities in the consolidated statements of cash flows.


Accounting Pronouncements Adopted During 20182019
Topic606 842
On January 1, 2018, we adopted the provisions of Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers,” (Topic 606). This standard clarifies the principles for recognizing revenue and supersedes previous revenue recognition requirements under “Revenue Recognition (Topic 605).” We adopted the provisions of Topic 606 using the modified retrospective method of adoption as permitted by the standard. Under this method, the cumulative effect of initially applying the standard is recognized as an adjustment to the opening balance of retained earnings, and revenues reported in the periods prior to the date of adoption are not changed.We elected to apply the transition guidance for Topic 606 only to contracts that were not completed as of the date of adoption. There was no material impact to our financial position as a result of adopting Topic 606; therefore, there was no cumulative-effect adjustment to retained earnings as of January1, 2018, and there was no material impact to our financial statements as of and for the year ended December 31, 2018. Our revenue recognition accounting policy described above has been updated in conjunction with our adoption of Topic 606, but our previous policy has been omitted because the adoption of Topic 606 had no material impact to us as previously described.

ASU No. 2016-01
On January 1, 2018, we adopted the provisions of ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU enhances the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. We adopted the provisions of this ASU using the cumulative-effect method of adoption as required by the ASU. The adoption of this ASU did not affect our financial position or our results of operations as of or for the year ended December 31, 2018, but resulted in reduced disclosures as it eliminated the requirement to disclose the methods and significant assumptions used to estimate the fair value of financial instruments.

ASU No. 2017-04
Effective October 1, 2018, we early adopted the provisions of ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the provisions of this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, including goodwill, and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment charge should not exceed the carrying amount of goodwill allocated to that reporting unit. An



78
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The adoption of this ASU did not affect our financial position or results of operations and did not result in additional disclosures because it is applied prospectively to impairment tests performed after the date of adoption.

ASU No. 2017-09
On January 1, 2018, we adopted the provisions of ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU reduces diversity in practice, as well as reduces cost and complexity regarding a change to the terms or conditions of a share-based payment award. The adoption of this ASU did not have an immediate effect on our financial position or results of operations as it is applied prospectively to an award modified on or after adoption.

ASU No. 2018-02
On January 1, 2018, we adopted the provisions of ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” (ASU No. 2018-02). This ASU allows for the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (Tax Reform) to be reclassified from accumulated other comprehensive income to retained earnings. We elected to reclassify the stranded income tax effects resulting from Tax Reform from accumulated other comprehensive income to retained earnings as of the beginning of the interim period of adoption. The adoption of this ASU did not affect our financial position or results of operations but resulted in the reclassification of $91 million of income tax benefits related to Tax Reform from accumulated other comprehensive loss to retained earnings as of January 1, 2018 as presented in our statement of equity and in Note 11 under “Accumulated Other Comprehensive Loss.”

ASU No. 2018-05
In March 2018, the Financial Accounting Standards Board (FASB) issued ASU No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118,” (ASU No. 2018-05) to amend certain SEC material in Topic 740 for the income tax accounting implications of the recently issued Tax Reform. This guidance clarifies the application of Topic 740 in situations where a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting under Topic 740 for certain income tax effects of Tax Reform for the reporting period in which Tax Reform was enacted. See Note 15 for a discussion of the impact of this ASU.

ASU No. 2018-13
Effective October 1, 2018, we adopted all of the provisions of ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU improves the effectiveness of disclosures in the notes to financial statements by removing, modifying, and adding certain disclosure requirements for fair value measurements. We are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but are required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Certain provisions of this ASU, primarily related to disclosures, require the prospective method of adoption, with the remaining provisions applied retrospectively. The early adoption of this ASU did not affect our financial position or results of operations, but resulted in revised disclosures as discussed above.




79
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ASU No. 2018-14
Effective December 31, 2018, we adopted the provisions of ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU improves the effectiveness of disclosures in the notes to financial statements by removing, modifying, and adding certain disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. We are no longer required to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, but we are required to (i) disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and (ii) provide an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The early adoption of this ASU did not affect our financial position or results of operations, but resulted in revised disclosures as discussed above.

Accounting Pronouncements Adopted on January1, 2019
Topic 842
In February 2016, the FASB issued ASCStandards Codification (ASC) Topic 842, “Leases,” (Topic 842) to increaseon January 1, 2019. Topic 842 increases the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted.Topic 842 supersedes previous lease accounting requirements under FASB ASC Topic 840, “Leases,” (Topic 840). We adopted this new standard on January 1, 2019Topic 842 using the optional transition method;method that permits us to record a cumulative-effect adjustment and apply the new disclosure requirements beginning in 2019 and continue to present comparative period information as required under Topic 840; however, we did not have a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption as noted below, but we will apply the new disclosure requirements beginning in 2019.adoption.


The new standard provides a number of optional practical expedients andIn addition, we elected the following:

Transition Elections. We elected thetransition practical expedient package of practical expedients that permits us to not reassess our prior conclusions about lease identification, lease classification, and initial direct costs under the new standard, as well as the practical expedient that permits us to not assess existing land easements under the new standard.
See “Leases” above for a discussion of our revised accounting policy and also see Note 5 for information on our leases.

Lessee Accounting Policy Elections. We elected the short-term lease recognition exemption whereby right-of-use (ROU) assets and lease liabilities are not recognized for leasing arrangements with terms less than one year, and the practical expedient to not separate lease and non-lease components for all classes of underlying assets other than the marine transportation asset class.


In preparation for the adoption of Topic 842, we enhanced our contracting and lease evaluation systems and related processes, and we developed a new lease accounting system to capture our leases and support the



76
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

required disclosures. We have integrated our lease accounting system with our general ledger and modified our related procurement and payment processes.


Adoption of this standard resulted in (i) the recognition of ROU assets and lease liabilities for our operating leases of approximately $1.3 billion, (ii) the derecognition of existing assets under construction of approximately $539 million related to a build-to-suit lease arrangement with respect to the MVP Terminal (see Note 10 under “OtherContractual CapitalCommitments—MVP Terminal”Terminal”), and (iii) the presentation of new disclosures about our leasing activities



80
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

beginning in the first quarter of 2019. Adoption of this standard did not impact our results of operations or liquidity, and our accounting for finance leases is substantially unchanged.


ASU No. 2017-12Other
In August 2017,addition to the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements toadoption of Topic 842 discussed above, we adopted the following Accounting for Hedging Activities,” (ASU No. 2017-12) to improve and simplify accounting guidance for hedge accounting. The provisionsStandards Update (ASU) on January 1, 2019. Our adoption of this ASU are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. Certain provisions of this ASU, primarily related to disclosures, require the prospective method of adoption, with the remaining provisions applied through a cumulative-effect adjustment to retained earnings as of the adoption date. The adoption of ASU No. 2017-12 effective January 1, 2019 did not affect our financial positionstatements or results of operations.related disclosures.

ASU
Basis of
Adoption
2017-12
Derivatives and Hedging (Topic 815): Targeted
Improvements to Accounting for Hedging Activities
Cumulative
effect

Accounting Pronouncements Not Yet Adopted on January1, 2020
ASU No. 2016-13
In June 2016, the FASB issued “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit LossesThe following ASUs were adopted on Financial Instruments,” (ASU No. 2016-13) to improve financial reporting by requiring the immediate recognition of credit losses on financial instruments held by a reporting entity. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. It also requires enhanced disclosures, including qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2018, the FASB issued “Codification Improvements to Topic326, Financial Instruments—Credit Losses,” (ASU 2018-19), which clarified that this guidance does not apply to receivables arising from operating leases. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2019, and interim periods within those annual reporting periods, with early adoption permitted for annual periods beginning after December 15, 2018. The provisions of this ASU should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which this ASU is effective (i.e., the modified-retrospective approach). We expect to adopt ASU No. 2016-13 effective January1, 2020, and we doour adoption did not expect such adoption to materially affecthave a material impact on our financial positionstatements or our results of operations.

ASU No. 2018-17
In October 2018, the FASB issued ASU No. 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities,” (ASU No. 2018-17) to reduce the cost and complexity of financial reporting associated with consolidation of VIEs. One of the provisions of this ASU amends how a decision maker or service provider determines whether its fee is a variable interest. This guidance requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required by U.S. GAAP). The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those annual reporting periods, with early adoption permitted. The provisions of this ASU should be applied on a retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the earliest period presented. We expect to adopt ASU No. 2018-17 effective January 1, 2020, and we do not expect such adoption to materially affect our financial position or our results of operations.


disclosures.

ASU
Basis of
Adoption
2016-13
Financial Instruments—Credit Losses (Topic 326):
Measurement of Credit Losses on Financial
Instruments (including codification improvements in
ASUs 2018-19 and 2019-11 and ASU 2020-02—
Financial Instruments—Credit Losses (Topic 326):
Amendments to SEC Paragraphs Pursuant to SEC Staff
Accounting Bulletin No. 119)
Cumulative
effect
2018-15
Intangibles—Goodwill and Other—Internal-Use
Software (Subtopic 350-40): Customer’s Accounting
for Implementation Costs Incurred in a Cloud
Computing Arrangement That Is a Service Contract
Prospectively
2019-12
Income Taxes (Topic 740): Simplifying the Accounting
for Income Taxes
Prospectively



81


77
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


2.ACQUISITIONSMERGER AND MERGERACQUISITIONS


Peru AcquisitionMerger with VLP
On May 14, 2018,January 10, 2019, we acquired 100 percentcompleted our acquisition of all of the issuedoutstanding publicly held common units of VLP pursuant to a definitive Agreement and Plan of Merger (Merger Agreement, and together with the transactions contemplated thereby, the Merger Transaction) with VLP. Upon completion of the Merger Transaction, each outstanding equity interestspublicly held common unit was converted into the right to receive $42.25 per common unit in Pure Biofuels del Peru S.A.C. (Pure Biofuels) from Pegasus Capital Advisors L.P.cash without any interest thereon, and various minority equity holders. Pure Biofuels markets refined petroleum products through its logistics assets in Peru. Pure Biofuels owns a terminal atall such publicly traded common units were automatically canceled and ceased to exist. Upon completion of the PortMerger Transaction, we paid aggregate merger consideration of Callao, near Lima,$950 million, which was funded with approximately 1 million barrels of storage capacity for refined petroleum and renewable products. Through one of its subsidiaries, Pure Biofuels also owns a 180,000 -barrel storage terminal in Paita, in northern Peru, which is scheduled to commence operations in the second half of 2019, pending regulatory approvals. We paid $468 million from available cash on hand, of which $132 million was for working capital. This acquisition, which is referred to as the Peru Acquisition, is consistent with our general business strategy and broadens the geographic diversity of our refining segment. This acquisition was accounted for as a business acquisition.hand.


The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, based on an independent appraisal that was completed in the fourth quarter of 2018 (in millions). During the third and fourth quarters of 2018, we recognized immaterial adjustments to the preliminary amounts recorded for the Peru Acquisition with a corresponding adjustment to goodwill duePrior to the completion of the independent appraisal. These adjustmentsMerger Transaction, we consolidated the financial statements of VLP (see Note 12) and reflected noncontrolling interests on our balance sheet for the portion of VLP’s partners’ capital held by VLP’s public common unitholders. Upon completion of the Merger Transaction, VLP became our indirect wholly owned subsidiary and, as a result, we no longer reflect noncontrolling interests on our balance sheet with respect to VLP. In addition, we no longer attribute a portion of VLP’s net income to noncontrolling interests. Because we had a controlling financial interest in VLP before the Merger Transaction and retained our controlling financial interest in VLP after the Merger Transaction, the change in our ownership interest in VLP as a result of the merger was accounted for as an equity transaction. Accordingly, we did not haverecognize a material effectgain or loss on our results of operations for the year ended December 31, 2018.Merger Transaction.

Current assets, net of cash acquired$158
Property, plant, and equipment102
Deferred charges and other assets466
Current liabilities, excluding current portion of debt(26)
Debt assumed, including current portion(137)
Deferred income tax liabilities(62)
Other long-term liabilities(27)
Noncontrolling interest(6)
Total consideration, net of cash acquired$468

Deferred charges and other assets primarily include identifiable intangible assets of $200 million and goodwill of $260 million. Identifiable intangible assets, which consist of customer contracts and relationships, are amortized on a straight-line basis over ten years. Goodwill is calculated as the excess of the consideration transferred over the estimated fair values of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill represents the future economic benefits expected to be recognized from our expansion into the Latin American refined petroleum products markets arising from other assets acquired that were not individually identified and separately recognized. We determined that the entire balance of goodwill is related to the refining segment. None of the goodwill is deductible for tax purposes.

Our statements of income include the results of operations of Pure Biofuels since the date of acquisition, and such results are reflected in the refining segment. Results of operations since the date of acquisition, supplemental pro forma financial information, and acquisition-related costs have not been presented for the Peru Acquisition as such information is not material to our results of operations.



82
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Acquisition of Ethanol Plants
On November 15, 2018, we acquired three3 ethanol plants from two subsidiaries of Green Plains Inc. for total cash consideration of $320 million including working capital of $20 million. The ethanol plants are located in Bluffton, Indiana; Lakota, Iowa; and Riga, Michigan with a combined ethanol production capacity of 280 million gallons per year. This acquisition was accounted for as an asset acquisition.


Merger with VLPPeru Acquisition
On January 10, 2019,May 14, 2018, we completed our acquisition of allacquired 100 percent of the issued and outstanding publicly held common unitsequity interests in Pure Biofuels del Peru S.A.C. (now known as Valero Peru S.A.C.) (Valero Peru) from Pegasus Capital Advisors L.P. and various minority equity holders. Valero Peru markets refined petroleum products through its logistics assets in Peru. Valero Peru owns a terminal at the Port of VLP pursuantCallao, near Lima, with approximately 1 million barrels of storage capacity for refined petroleum and renewable products. Through one of its subsidiaries, Valero Peru also owns a 180,000-barrel storage terminal in Paita, in northern Peru, which is scheduled to a definitive Agreementcommence operations in the second quarter of 2020, pending regulatory approvals. This acquisition, which is referred to as the Peru Acquisition, was consistent with our general business strategy and Planbroadens the geographic diversity of Merger (Merger Agreement, and together with the transactions contemplated thereby, the Merger Transaction) with VLP. Upon completion of the Merger Transaction, each outstanding publicly held common unit was converted into the right to receive $42.25 per common unit in cash without any interest thereon, and all such publicly traded common units were automatically canceled and ceased to exist. Upon completion of the Merger Transaction, we paid aggregate merger consideration of$950 million, which was funded with available cash on hand.

We consolidate the financial statements of VLP (see Note 12) and we reflect noncontrolling interests on our balance sheet for the portion of VLP’s partners’ capital held by VLP’s public common unitholders. However, upon completion of the Merger Transaction, VLP became our indirect wholly owned subsidiary and, as a result, we will no longer reflect noncontrolling interests on our balance sheet with respect to VLP. In addition, we will no longer attribute a portion of VLP’s net income to noncontrolling interests. Because we had a controlling financial interest in VLP before the merger and retained our controlling financial interest in VLP after the merger, the change in our ownership interest in VLP as a result of the mergerrefining segment. This acquisition was accounted for as an equity transaction. Accordingly, we did not recognize a gain or loss on the merger.business combination.


3.ARUBA DISPOSITION

Effective October 1, 2016, we (i) transferred ownership of all of our assets in Aruba, other than certain hydrocarbon inventories and working capital, to Refineria di Aruba N.V., an entity wholly-owned by the Government of Aruba (GOA), (ii) settled our obligations under various agreements with the GOA, including agreements that required us to dismantle our leasehold improvements under certain conditions, and (iii) sold the working capital of our Aruba operations, including hydrocarbon inventories, to the GOA and CITGO (defined below). We refer to this transaction as the “Aruba Disposition.” The agreements associated with the Aruba Disposition were finalized in September 2016, including approval of such agreements by the Aruba Parliament. We no longer own any assets or have any operations in Aruba.

In September 2016 and in connection with the Aruba Disposition, our U.S. subsidiaries were unable to collect outstanding debt obligations owed to them by our Aruba subsidiaries, which resulted in the recognition by us of an income tax benefit in the U.S. of $42 million during the year ended December 31, 2016. We had no income tax effect in Aruba from the cancellation of debt or other effects of the Aruba Disposition because of net operating loss carryforwards associated with our operations in Aruba against which we had previously recorded a full valuation allowance.

Prior to the Aruba Disposition, we recognized an asset impairment loss of $56 million in June 2016 representing all of the remaining carrying value of our long-lived assets in Aruba. These assets were primarily related to our crude oil and refined petroleum products terminal and transshipment facility in Aruba (collectively, the Aruba Terminal), which were included in our refining segment. We recognized the






8378
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


impairment lossThe following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, based on an independent appraisal that time becausewas completed in the fourth quarter of 2018 (in millions). We paid $468 million from available cash on hand, of which $132 million was for working capital. During the third and fourth quarters of 2018, we concluded that it was more likely than not that we would ultimately transfer ownership of these assetsrecognized immaterial adjustments to the GOApreliminary amounts recorded for the Peru Acquisition with a corresponding adjustment to goodwill due to the completion of the independent appraisal. These adjustments did not have a material effect on our results of operations for the year ended December 31, 2018.
Current assets, net of cash acquired$158
Property, plant, and equipment102
Deferred charges and other assets466
Current liabilities, excluding current portion of debt(26)
Debt assumed, including current portion(137)
Deferred income tax liabilities(62)
Other long-term liabilities(27)
Noncontrolling interest(6)
Total consideration, net of cash acquired$468


Deferred charges and other assets primarily include identifiable intangible assets of $200 million and goodwill of $260 million. Identifiable intangible assets, which consist of customer contracts and relationships, are amortized on a straight-line basis over ten years. Goodwill is calculated as a resultthe excess of agreements enteredthe consideration transferred over the estimated fair values of the underlying tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill represents the future economic benefits expected to be recognized from our expansion into in June 2016 between the GOA, CITGO Aruba Refining N.V. (CAR),Latin American refined petroleum products markets arising from other assets acquired that were not individually identified and CITGO Petroleum Corporation (together with CAR and certain other affiliates, collectively, CITGO) providing for, among other things,separately recognized. We determined that the GOA’s leaseentire balance of those assets to CITGO. (See Note 19 for disclosuregoodwill is related to the methodrefining segment. NaN of the goodwill is deductible for tax purposes.

Our statements of income include the results of operations of Valero Peru since the date of acquisition, and such results are reflected in the refining segment. Results of operations since the date of acquisition, supplemental pro forma financial information, and acquisition-related costs have not been presented for the Peru Acquisition as such information is not material to determine fair value.)our results of operations.





79
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.3.RECEIVABLES


Receivables consisted of the following (in millions):
 December 31,
 2019 2018
Receivables from contracts with customers$5,610
 $4,673
Receivables from certain purchase and sale arrangements2,484
 2,311
Commodity derivative and foreign currency
contract receivables
116
 229
Other receivables730
 166
Total receivables8,940
 7,379
Allowance for doubtful accounts(36) (34)
Receivables, net$8,904
 $7,345

 December 31,
 2018 2017
Receivables from contracts with customers$4,673
 $5,686
Receivables from certain purchase and sale arrangements2,311
 1,098
Commodity derivative and foreign currency
contract receivables
229
 102
Other receivables166
 69
Total receivables7,379
 6,955
Allowance for doubtful accounts(34) (33)
Receivables, net$7,345
 $6,922


There were no significant changes in our allowance for doubtful accounts during the years ended December 31, 2019, 2018, 2017, and 2016.2017.
      

5.4.INVENTORIES


Inventories consisted of the following (in millions):
 December 31,
 2019 2018
Refinery feedstocks$2,399
 $2,265
Refined petroleum products and blendstocks4,034
 3,653
Ethanol feedstocks and products260
 298
Renewable diesel feedstocks and products46
 52
Materials and supplies274
 264
Inventories$7,013
 $6,532

 December 31,
 2018 2017
Refinery feedstocks$2,292
 $2,427
Refined petroleum products and blendstocks3,678
 3,459
Ethanol feedstocks and products298
 242
Materials and supplies264
 256
Inventories$6,532
 $6,384


As of December 31, 20182019 and 2017,2018, the replacement cost (market value) of LIFO inventories exceeded their LIFO carrying amounts by $2.5 billion and $1.5 billion, and $3.0 billion, respectively, and ourrespectively. Our non-LIFO inventories accounted for $1.1$1.4 billion and $1.0$1.1 billion respectively, of our total inventories.

During the year endedinventories as of December 31, 2016, we recorded a change in our lower of cost or market inventory valuation reserve that resulted in a net benefit to our results of operations of $747 million.2019 and 2018, respectively.








8480
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


5.LEASES

General
We have entered into long-term leasing arrangements for the right to use various classes of underlying assets as follows:

•
Pipelines, Terminals, and Tanks includes facilities and equipment used in the storage, transportation, production, and sale of refinery feedstock, refined petroleum product, and corn inventories;

•
Marine Transportation includes time charters for ocean-going tankers and coastal vessels;

•
Rail Transportation includes railcars and related storage facilities;

•
Feedstock Processing Equipment includes machinery, equipment, and various facilities used in our refining, ethanol, and renewable diesel operations;

•
Energy and Gases includes facilities and equipment related to industrial gases and power used in our operations;

•
Real Estate includes land and rights-of-way associated with our refineries and pipelines, as well as office facilities; and

•
Other includes equipment primarily used at our corporate offices, such as printers and copiers.

In addition to fixed lease payments, some arrangements contain provisions for variable lease payments. Certain leases for pipelines, terminals, and tanks provide for variable lease payments based on, among other things, throughput volumes in excess of a base amount. Certain marine transportation leases contain provisions for payments that are contingent on usage. Additionally, if the rental increases are not scheduled in the lease, such as an increase based on subsequent changes in the index or rate, those rents are considered variable lease payments. In all instances, variable lease payments are recognized in the period in which the obligation for those payments is incurred.




81
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Lease Costs and Other Supplemental Information
In accordance with Topic 842, our total lease cost comprises costs that are included in our income statement, as well as costs capitalized as part of an item of property, plant, and equipment or inventory. Total lease cost by class of underlying asset was as follows (in millions):
 Year Ended December 31, 2019
 
Pipelines,
Terminals,
and Tanks
 Transportation 
Feedstock
Processing
Equipment
 
Energy
and
Gases
 
Real
Estate
 Other Total
  Marine Rail     
Finance lease cost:               
Amortization of ROU assets$44
 $—
 $—
 $7
 $3
 $—
 $—
 $54
Interest on lease liabilities47
 —
 —
 1
 2
 —
 —
 50
Operating lease cost182
 145
 52
 20
 9
 27
 4
 439
Variable lease cost66
 35
 —
 1
 —
 1
 —
 103
Short-term lease cost9
 53
 —
 29
 —
 —
 —
 91
Sublease income—
 (27) —
 —
 —
 (3) —
 (30)
Total lease cost$348
 $206
 $52
 $58
 $14
 $25
 $4
 $707


In accordance with Topic 840, “rental expense, net of sublease rental income” was as follows (in millions):
 Year Ended December 31,
 2018 2017
Minimum rental expense$515
 $691
Contingent rental expense19
 21
Total rental expense534
 712
Less: Sublease rental income31
 54
Rental expense, net of sublease rental income$503
 $658





82
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents additional information related to our operating and finance leases (in millions, except for lease terms and discount rates):
  December 31, 2019
  
Operating
Leases
 
Finance
Leases
Supplemental balance sheet information    
ROU assets, net reflected in the following
balance sheet line items:
    
Property, plant, and equipment, net $—
 $790
Deferred charges and other assets, net 1,329
 —
Total ROU assets, net $1,329
 $790
     
Current lease liabilities reflected in the following
balance sheet line items:
    
Current portion of debt and finance lease obligations $—
 $41
Accrued expenses 331
 —
Noncurrent lease liabilities reflected in the following
balance sheet line items:
    
Debt and finance lease obligations, less current portion —
 750
Other long-term liabilities 959
 —
Total lease liabilities $1,290
 $791
     
Other supplemental information    
Weighted-average remaining lease term 7.7 years
 19.7 years
Weighted-average discount rate 4.9% 5.2%


Supplemental cash flow information related to our operating and finance leases is presented in Note 18.




83
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maturity Analysis
The remaining minimum lease payments due under our long-term leases were as follows (in millions):
 December 31, 2019 December 31, 2018
 
Operating
Leases
 
Finance
Leases
 
Operating
Leases
 
Capital
Leases
2019n/a
 n/a
 $359
 $69
2020$376
 $88
 245
 65
2021250
 86
 178
 62
2022194
 87
 146
 64
2023160
 91
 123
 65
2024125
 82
 n/a
 n/a
Thereafter498
 1,011
 514
 957
Total undiscounted lease payments1,603
 1,445
 $1,565
 1,282
Less: Amount associated with discounting313
 654
   676
Total lease liabilities$1,290
 $791
   $606


Future Lease Commencement
As described and defined in Note 10, we have a terminaling agreement with MVP to utilize certain assets at the MVP Terminal upon completion of construction, which is expected to occur during the first quarter of 2020. We expect to recognize a finance lease ROU asset and related liability of approximately $1.5 billion in 2020 in connection with this agreement.




84
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.PROPERTY, PLANT, AND EQUIPMENT


Major classes of property, plant, and equipment, including assets held under capitalfinance leases, consisted of the following (in millions):
  December 31,
  2019 2018
Land $476
 $416
Crude oil processing facilities 32,047
 30,721
Transportation and terminaling facilities 5,179
 4,935
Grain processing equipment 1,201
 1,212
Administrative buildings 1,015
 953
Finance lease ROU assets (see Note 5) 944
 711
Other 1,701
 1,565
Construction in progress 1,731
 1,960
Property, plant, and equipment, at cost 44,294
 42,473
Accumulated depreciation (15,030) (13,625)
Property, plant, and equipment, net $29,264
 $28,848

  December 31,
  2018 2017
Land $416
 $411
Crude oil processing facilities 30,721
 30,109
Transportation and terminaling facilities 4,935
 4,335
Grain processing equipment 1,212
 903
Administrative buildings 953
 910
Other 2,276
 2,068
Construction in progress 1,960
 1,274
Property, plant, and equipment, at cost 42,473
 40,010
Accumulated depreciation (13,625) (12,530)
Property, plant, and equipment, net $28,848
 $27,480


OurCapital lease assets, under capital leasesas determined in accordance with Topic 840, are presented as “Finance lease ROU assets” as of December 31, 2018. Effective January 1, 2019, in connection with our adoption of Topic 842, these assets are considered finance lease ROU assets and are presented as “Finance lease ROU assets.” As further described in Note 5, our finance lease ROU assets arise from leasing arrangements for the table above within “Other”right to use various classes of underlying assets including (i) pipelines, terminals, and consist of various types oftanks, (ii) marine and rail transportation, and (iii) feedstock processing equipment.

Accumulated amortization on the assets that primarily support our refining operations and totaled $711presented as “Finance lease ROU assets” was $155 million and $635$106 million as of December 31, 20182019 and 2017, respectively. Accumulated amortization on assets under capital leases was $106 million and $72 million as of December 31, 2018, and 2017, respectively.


Depreciation expense for the years ended December 31, 2019, 2018, and 2017 and 2016 was $1.4$1.5 billion, $1.3$1.4 billion, and $1.3 billion, respectively.








85
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7.DEFERRED CHARGES AND OTHER ASSETS


“Deferred charges and other assets, net” consisted of the following (in millions):
 December 31,
 2019 2018
Deferred turnaround and catalyst costs, net$1,778
 $1,749
Operating lease ROU assets, net (see Note 5)1,329
 —
Investments in unconsolidated joint ventures942
 542
Income taxes receivable525
 343
Intangible assets, net283
 307
Goodwill260
 260
Other514
 431
Deferred charges and other assets, net$5,631
 $3,632

 December 31,
 2018 2017
Deferred turnaround and catalyst costs, net$1,749
 $1,520
Income taxes receivable343
 673
Investments in joint ventures542
 530
Intangible assets, net307
 142
Goodwill260
 —
Other431
 501
Deferred charges and other assets, net$3,632
 $3,366


Amortization expense for the deferred chargesturnaround and othercatalyst costs and intangible assets shown above was $759 million, $668 million, $650 million, and $575$650 million for the years ended December 31, 2019, 2018, 2017, and 2016,2017, respectively.

The increase in intangible assets, net and goodwill resulted primarily from the Peru Acquisition as described in Note 2.


8.ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES


Accrued expenses and other long-term liabilities consisted of the following (in millions):
 
Accrued
Expenses
 
Other Long-Term
Liabilities
 December 31, December 31,
 2019 2018 2019 2018
Operating lease liabilities (see Note 5)$331
 $—
 $959
 $—
Liability for unrecognized tax benefits (see Note 15)—
 —
 954
 721
Defined benefit plan liabilities (see Note 13)37
 43
 834
 654
Repatriation tax liability (see Note 15) (a)—
 —
 508
 603
Environmental liabilities27
 29
 319
 327
Wage and other employee-related liabilities292
 302
 121
 109
Accrued interest expense83
 93
 —
 —
Contract liabilities from contracts with customers
(see Note 17)
55
 31
 —
 —
Environmental credit obligations (see Note 19)31
 34
 —
 —
Other accrued liabilities93
 98
 192
 453
Accrued expenses and other long-term liabilities$949
 $630
 $3,887
 $2,867

 
Accrued
Expenses
 
Other Long-Term
Liabilities
 December 31, December 31,
 2018 2017 2018 2017
Defined benefit plan liabilities (see Note 13)$43
 $33
 $654
 $776
Wage and other employee-related liabilities302
 278
 109
 111
Uncertain income tax position liabilities (see Note 15)—
 —
 721
 723
Repatriation tax liability (see Note 15) (a)—
 —
 603
 597
Environmental liabilities (see Note 10)29
 30
 327
 232
Environmental credit obligations (see Note 19)34
 152
 —
 —
Accrued interest expense93
 105
 —
 —
Other accrued liabilities129
 114
 453
 290
Accrued expenses and other long-term liabilities$630
 $712
 $2,867
 $2,729
__________________________ 
(a)The current portion of repatriation tax liability is included in income taxes payable. As of December 31, 2019, the current portion of repatriation tax liability was $54 million. There was no0 current portion of repatriation tax liability as of December 31, 2018 and $114 million as of December 31, 2017.2018.







86
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


9.DEBT AND CAPITALFINANCE LEASE OBLIGATIONS


Debt, at stated values, and capitalfinance lease obligations consisted of the following (in millions):
 
Final
Maturity
 December 31,
  2019 2018
Credit facilities:     
Valero Revolver2024 $—
 $—
IEnova Revolver2028 348
 109
Canadian Revolver2020 —
 —
Accounts receivable sales facility2020 100
 100
Public debt:     
Valero Senior Notes     
6.625%2037 1,500
 1,500
3.4%2026 1,250
 1,250
4.0%2029 1,000
 —
6.125%2020 —
 850
4.35%2028 750
 750
7.5%2032 750
 750
4.9%2045 650
 650
3.65%2025 600
 600
10.5%2039 250
 250
8.75%2030 200
 200
7.45%2097 100
 100
6.75%2037 24
 24
VLP Senior Notes     
4.375%2026 500
 500
4.5%2028 500
 500
Gulf Opportunity Zone Revenue Bonds, Series 2010, 4.0%2040 300
 300
Debenture, 7.65%2026 100
 100
Other debtVarious 47
 50
Net unamortized debt issuance costs and other  (88) (80)
Total debt  8,881
 8,503
Finance lease obligations (see Note 5)  791
 606
Total debt and finance lease obligations  9,672
 9,109
Less: Current portion  494
 238
Debt and finance lease obligations, less current portion  $9,178
 $8,871

 
Final
Maturity
 December 31,
  2018 2017
Credit facilities:     
Valero Revolver2020 $—
 $—
VLP Revolver2020 —
 410
IEnova Revolver2028 109
 —
Canadian Revolver2019 —
 —
Accounts receivable sales facility2019 100
 100
Public debt:     
Valero Senior Notes     
6.625%2037 1,500
 1,500
3.4%2026 1,250
 1,250
6.125%2020 850
 850
4.35 %2028 750
 —
9.375%2019 —
 750
7.5%2032 750
 750
4.9%2045 650
 650
3.65%2025 600
 600
10.5%2039 250
 250
8.75%2030 200
 200
7.45%2097 100
 100
6.75%2037 24
 24
VLP Senior Notes     
4.375%2026 500
 500
4.5%2028 500
 —
Gulf Opportunity Zone Revenue Bonds, Series 2010, 4.0%2040 300
 300
Debenture, 7.65%2026 100
 100
Other debtVarious 50
 49
Net unamortized debt issuance costs and other  (80) (73)
Total debt  8,503
 8,310
Capital lease obligations  606
 562
Total debt and capital lease obligations  9,109
 8,872
Less current portion  238
 122
Debt and capital lease obligations, less current portion  $8,871
 $8,750






87
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Credit Facilities
Valero Revolver
We have a $3 billionIn March 2019, we amended our revolving credit facility (the Valero Revolver) with a group of financial institution lenders that matures into increase the borrowing capacity from $3 billion to $4 billion and to extend the maturity date from November 2020.2020 to March 2024. The Valero Revolver also provides for the issuance of letters of credit of up to $2.0$2.4 billion.


Outstanding borrowings under the Valero Revolver bear interest, at our option, at either (i) the adjusted LIBO rate (as defined in the Valero Revolver) for the applicable interest period in effect from time to time plus the applicable margin or (ii) the alternate base rate (as defined in the Valero Revolver) plus the applicable margin. The Valero Revolver also requires payments for customary fees, including facility fees, letter of credit participation fees, and administrative agent fees. The interest rate and facility fees under the Valero Revolver are subject to adjustment based upon the credit ratings assigned to our senior unsecured debt.


We had no0 borrowings or repayments under the Valero Revolver during the years ended December 31, 2019, 2018, 2017, and 2016.2017.


VLP Revolver
As of December 31, 2018, and 2017, VLP had a $750 million senior unsecured revolving credit facility (the VLP Revolver) with a group of lenders that was scheduled to mature in November 2020. However, on January 10, 2019, in connection with the completion of the Merger Transaction as described in Note 2, the VLP Revolver was terminated.


Outstanding borrowings under the VLP Revolver bore interest, at VLP’s option, at either (i) the adjusted LIBO rate (as defined in the VLP Revolver) for the applicable interest period in effect from time to time plus the applicable margin or (ii) the alternate base rate (as defined in the VLP Revolver) plus the applicable margin. As of December 31, 2017, the variable rate was 2.875 percent. The VLP Revolver required payments for customary fees, including commitment fees, letter of credit participation fees, and administrative agent fees.

During the year ended December 31, 2018, VLP repaid the outstanding balance of $410 million on the VLP Revolver using proceeds from its public offering of $500 million 4.5 percent Senior Notes as described in “Public Debt” below. During the year ended December 31, 2017, VLP borrowed $380 million under the revolver and made no0 repayments. During the year ended December 31, 2016, VLP borrowed $349 million under the revolver and repaid $494 million.


IEnova Revolver
In February 2018, Central Mexico Terminals (as described in Note 12) entered into a combined $340 million unsecured revolving credit facility (IEnova Revolver) with IEnova (defined in Note 12) that matures in February 2028. In November 2019, the IEnova Revolver was increased to $491 million. IEnova may terminate this revolver at any time and demand repayment of all outstanding amounts; therefore, all outstanding borrowings are reflected in current portion of debt. The IEnova Revolver is available only to the operations of Central Mexico Terminals, and the creditors of Central Mexico Terminals do not have recourse against us.


Outstanding borrowings under this revolver bear interest at the three-month LIBO rate for the applicable interest period in effect from time to time plus the applicable margin. The interest rate under this revolver



88
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

is subject to adjustment, with agreement by both parties, based upon changes in market conditions. As of December 31, 2019 and 2018, the variable rate was 5.749 percent and 6.046 percent.percent, respectively.


During the year ended December 31, 2019 and 2018, Central Mexico Terminals borrowed $239 million and $109 million, respectively, and had no0 repayments under this revolver.





88
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Canadian Revolver
In November2018, 2019, one of our Canadian subsidiaries amended its committed revolving credit facility (the Canadian Revolver) to increase the borrowing capacity from C$75 million toof C$150 million, under which it may borrow and obtain letters of credit, and to extend the maturity date from November 20182019 to November 2019.2020.


We had no0 borrowings or repayments under this revolver during the years ended December 31, 2019, 2018, 2017, and 2016.2017.


Accounts Receivable Sales Facility
We have an accounts receivable sales facility with a group of third-party entities and financial institutions to sell up to $1.3 billion of eligible trade receivables on a revolving basis. In July 2018,2019, we amended our agreement to extend the maturity date to July 2019.2020. Under this program, one of our marketing subsidiaries (Valero Marketing) sells eligible receivables, without recourse, to another of our subsidiaries (Valero Capital), whereupon the receivables are no longer owned by Valero Marketing. Valero Capital, in turn, sells an undivided percentage ownership interest in the eligible receivables, without recourse, to the third-party entities and financial institutions. To the extent that Valero Capital retains an ownership interest in the receivables it has purchased from Valero Marketing, such interest is included in our financial statements solely as a result of the consolidation of the financial statements of Valero Capital with those of Valero Energy Corporation; the receivables are not available to satisfy the claims of the creditors of Valero Marketing or Valero Energy Corporation.


As of December 31, 2019 and 2018, and 2017, $1.8$2.2 billion and $2.3$1.8 billion, respectively, of our accounts receivable composed the designated pool of accounts receivable included in the program. All amounts outstanding under the accounts receivable sales facility are reflected as debt on our balance sheets and proceeds and repayments are reflected as cash flows from financing activities on the statements of cash flows. As of December 31, 20182019 and 2017,2018, the variable interest rate on the accounts receivable sales facility was 2.3866 percent and 3.0618 percent, respectively. During the year ended December 31, 2019, we sold and 2.0387 percent, respectively.repaid $900 million of eligible receivables under the accounts receivable sales facility. During the years ended December 31, 2018 2017, and 2016,2017, we had no0 proceeds from or repayments under the accounts receivable sales facility.








89
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Summary of Credit Facilities
We had outstanding borrowings, letters of credit issued, and availability under our credit facilities as follows (amounts in millions and currency in U.S. dollars, except as noted):
      December 31, 2019
  
Facility
Amount
 Maturity Date 
Outstanding
Borrowings
 
Letters of Credit
Issued (a)
 Availability
      
Committed facilities:          
Valero Revolver $4,000
 March 2024 $—
 $34
 $3,966
Canadian Revolver C$150
 November 2020 C$—
 C$5
 C$145
Accounts receivable
sales facility
 $1,300
 July 2020 $100
 n/a
 $1,200
Letter of credit
facility (b)
 $50
 November 2020 n/a
 $—
 $50
Committed facility of
VIE (c):
          
IEnova Revolver $491
 February 2028 $348
 n/a
 $143
Uncommitted facilities:         
Letter of credit facilities n/a
 n/a n/a
 $121
 n/a

      December 31, 2018
  
Facility
Amount
 Maturity Date 
Outstanding
Borrowings
 
Letters of
Credit Issued
 Availability
      
Committed facilities:          
Valero Revolver $3,000
 November 2020 $—
 $57
 $2,943
Canadian Revolver C$150
 November 2019 C$—
 C$5
 C$145
Accounts receivable
sales facility
 $1,300
 July 2019 $100
 n/a
 $1,200
Letter of credit facility $100
 November 2019 n/a
 $—
 $100
Committed facilities of
VIEs (a):
          
VLP Revolver (b) $750
 November 2020 $—
 $—
 $750
IEnova Revolver $340
 February 2028 $109
 n/a
 $231
Uncommitted facilities:         
Letter of credit facilities n/a
 n/a n/a
 $229
 n/a
__________________________ 
(a)CreditorsLetters of our VIEs do not have recourse against us.credit issued as of December 31, 2019 expire at various times in 2020 through 2021.
(b)The VLP Revolverletter of credit facility was terminated on January 10, 2019. See “VLP Revolver” above.amended to reduce the facility from $100 million to $50 million and to extend the maturity date from November 2019 to November 2020.
(c)Creditors of our VIE do not have recourse against us.

In November 2018, our committed letter of credit facility was amended to extend the maturity date from November 2018 to November 2019.

Letters of credit issued as of December 31, 2018 expire at various times in 2019 through 2020.


We are charged letter of credit issuance fees under our various uncommitted short-term bank credit facilities. These uncommitted credit facilities have no commitment fees or compensating balance requirements.


Public Debt
During the year ended December 31, 2019, the following activityoccurred:

•
We issued $1.0 billion of 4.00 percent Senior Notes due April 1, 2029 (4.00 percent Senior Notes). Proceeds from this debt issuance totaled$992 million before deducting the underwriting discount and other debt issuance costs. The proceeds were used to redeem our 6.125 percent Senior Notes due February 1, 2020 (6.125 percent Senior Notes) for $871 million, or 102.48 percent of stated value, which includes an early redemption fee of $21 million that is reflected in “other income, net” in our statement of income for the year ended December 31, 2019.

In connection with the completion of the Merger Transaction as described in Note 2, Valero entered into a guarantee agreement to fully and unconditionally guarantee the prompt payment, when due, of any amount owed to the holders of VLP’s 4.375 percent Senior Notes due December 15, 2026 and 4.5 percent Senior Notes due March 15, 2028. See Note 21 for condensed consolidating financial statements.




90
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the year ended December 31, 2018, the following activity occurred:


We issued $750 million of 4.35 percent Senior Notes due June 1, 2028. Proceeds from this debt issuance totaled $749 million before deducting the underwriting discount and other debt issuance costs. The proceeds were used to redeem our 9.375 percent Senior Notes due March 15, 2019 for $787 million, or 104.9 percent of stated value, which includes an early redemption fee of $37 million that is reflected in other“other income, net.net” in our statement of income for the year ended December 31, 2018.


VLP issued $500 million of 4.5 percent Senior Notes due March 15, 2028. Proceeds from this debt issuance totaled $498 million before deducting the underwriting discount and other debt issuance costs. The proceeds were available only to the operations of VLP and were used to repay the outstanding balance of $410 million on the VLP Revolver and $85 million on its notes payable to



90
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

us, which is eliminated in consolidation. On January 10, 2019, in connection with the completion of the Merger Transaction as described in Note 2, Valero entered into a guarantee agreement to fully and unconditionally guarantee the prompt payment, when due, of any amount owed to the holders of these notes.


During the year ended December 31, 2017, there was noissuance or redemption activity related to our public debt.

During the year ended December 31, 2016, the following activity occurred:

We issued $1.25 billion of 3.4 percent Senior Notes due September 15, 2026. Proceeds from this debt issuance totaled $1.246 billion before deducting the underwriting discount and other debt issuance costs.

We redeemed our 6.125 percent Senior Notes due June 15, 2017 for $778 million, or 103.70 percent of stated value.

We redeemed our 7.2 percent Senior Notes due October 15, 2017 for $213 million, or 106.27 percent of stated value.

VLP issued $500 million of 4.375 percent Senior Notes due December 15, 2026. Proceeds from this debt issuance totaled $500 million before deducting the underwriting discount and other debt issuance costs. The proceeds were available only to the operations of VLP and were used to repay $494 million on the VLP Revolver. On January 10, 2019, in connection with the completion of the Merger Transaction as described in Note 2, Valero entered into a guarantee agreement to fully and unconditionally guarantee the prompt payment, when due, of any amount owed to the holders of these notes.


Other Debt
During the year ended December 31, 2018, we retired $137 million of debt assumed in connection with the Peru Acquisition with available cash on hand.

Capital Lease Obligations
We have capital lease obligations that mature at various dates through 2046 for storage tanks, terminal facilities, and other assets that are used in our refining operations. During the years ended December 31, 2018 and 2017, we recognized capital lease assets and related obligations totaling $63 million and $502 million, respectively. These capital lease agreements were primarily for the lease of storage tanks.




91
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Other Disclosures
“Interest and debt expense, net of capitalized interestinterest” is comprised as follows (in millions):
 Year Ended December 31,
 2019 2018 2017
Interest and debt expense$544
 $557
 $539
Less: Capitalized interest90
 87
 71
Interest and debt expense, net of
capitalized interest
$454
 $470
 $468

 Year Ended December 31,
 2018 2017 2016
Interest and debt expense$557
 $539
 $511
Less capitalized interest87
 71
 65
Interest and debt expense, net of
capitalized interest
$470
 $468
 $446


Our credit facilities and other debt arrangements contain various customary restrictive covenants, including cross-default and cross-acceleration clauses.




91
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Principal maturities for our debt obligations and future minimum rentals on capital lease obligations as of December 31, 20182019 were as follows (in millions):
 

Debt
 
Capital
Lease
Obligations
2019$214
 $69
2020855
 65
202115
 62
20225
 64
202320
 65
Thereafter7,474
 957
Net unamortized debt issuance
costs and other
(80) n/a
Total minimum lease paymentsn/a
 1,282
Less amount representing interestn/a
 676
Total$8,503
 $606
2020 (a)$453
202117
20226
202319
2024—
Thereafter8,474
Net unamortized debt issuance costs and other(88)
Total debt$8,881

__________________________
(a)As of December 31, 2019, our debt obligations due in 2020 include $348 million associated with borrowings under the IEnova Revolver.

10.COMMITMENTS AND CONTINGENCIES

Operating Leases
We have long-term operating lease commitments for land and office facilities; time charters for ocean-going tankers and coastal vessels (i.e., marine transportation assets); railcars; facilities and equipment related to industrial gases and power used in our operations; machinery and equipment used in our refining and ethanol operations; and various facilities and equipment used in the storage, transportation, production, and sale of refinery feedstock, refined petroleum product and corn inventories.

In addition to minimum lease payments, some arrangements contain provisions for contingent lease payments. Certain leases for the storage and transportation of feedstock and refined petroleum products provide for contingent lease payments based on throughput volumes in excess of a base amount, while other leases for time charters of ocean-going tankers and coastal vessels contain payment provisions that are



92
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

contingent on usage. Additionally, rental increases that are not scheduled in the lease are considered contingent lease payments. In most cases, we expect that in the normal course of business, our leases will be renewed or replaced by other leases.

As of December 31, 2018, our future minimum rentals for leases having initial or remaining noncancelable lease terms in excess of one year were as follows (in millions):
2019$359
2020245
2021178
2022146
2023123
Thereafter514
Total minimum rental payments$1,565

Rental expense, net of sublease rental income was as follows (in millions):
 Year Ended December 31,
 2018 2017 2016
Minimum rental expense$515
 $691
 $739
Contingent rental expense19
 21
 70
Total rental expense534
 712
 809
Less sublease rental income31
 54
 31
Rental expense, net of
sublease rental income
$503
 $658
 $778


Purchase Obligations
We have various purchase obligations under certain crude oil and other feedstock supply arrangements, industrial gas supply arrangements (such as hydrogen supply arrangements), natural gas supply arrangements, and various throughput, transportation and terminaling agreements. We enter into these contracts to ensure an adequate supply of feedstock and utilities and adequate storage capacity to operate our refineries and ethanol plants. Substantially all of our purchase obligations are based on market prices or adjustments based on market indices. Certain of these purchase obligations include fixed or minimum volume requirements, while others are based on our usage requirements. None of these obligations is associated with suppliers’ financing arrangements. These purchase obligations are not reflected as liabilities.


OtherContractual Capital Commitments
MVP Terminal
We have a 50 percent membership interest in MVP Terminalling, LLC (MVP), a Delaware limited liability company formed in September 2017 with a subsidiary of Magellan Midstream Partners LP (Magellan), to construct, own, and operate the Magellan Valero Pasadena marine terminal (MVP Terminal) located adjacent to the Houston Ship Channel in Pasadena, Texas. The MVP Terminal will containcontains (i) approximately 5 million barrels of storage capacity, (ii) a dock with two ship berths, and (iii) a three-bay truck rack facility. In



93
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

connection with our terminaling agreement with MVP, described below, we will have dedicated use of (i) approximately 4 million barrels of storage, (ii) one ship berth, and (iii) the three-bay truck rack facility. Construction of phases one and two of the project began in 2017 with a total estimated cost of approximately $840 million, of which we have committed to contribute 50 percent (approximately $420($420 million). The project could expand up to four phases with a total project cost of approximately $1.4 billion if warranted by additional demand and agreed to by Magellan and us. Since inception, we have contributed $247$404 million to MVP, of which $166$157 million was contributed during the year ended December 31, 2018.2019.


Concurrent with the formation of MVP, we entered into a terminaling agreement with MVP to utilize the MVP Terminal upon completion of the majority of phase two, which is expected to occur in earlythefirst quarter



92
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of 2020. The terminaling agreement has an initial term of 12 years with two2 five-year automatic renewals, and year-to-year renewals thereafter.


DuePrior to our adoption of Topic 842 as described in Note 1, we were considered the accounting owner of the MVP Terminal during the construction period due to our membership interest in MVP and because we determined that the terminaling agreement was a capital lease, we are the accounting owner of the MVP Terminal during the construction period.lease. Accordingly, as of December 31, 2018, we had recorded an asset of $539 million in property, plant, and equipment representing 100 percent of the construction costs incurred by MVP, as well as capitalized interest incurred by us, and a long-term liability of $292 million payable to Magellan. The amounts recorded for the portion of the construction costs associated with the payable to Magellan arewere noncash investing and financing items, respectively.


On January 1, 2019, as a result of our adoption of Topic 842, as described in Note 1, we derecognized the asset and liability related to MVP discussed above and recorded our equity investment in MVP of $247$247 million, which will beis included in deferred“deferred charges and other assets. We will recognize a finance lease assetassets, net.” The amounts derecognized are noncash investing and liability upon commencementfinancing items, respectively. As of December 31, 2019, the carrying value of our terminaling arrangement withequity investment in MVP as described abovewas $401 million.


Central Texas Pipeline
We have committed to a 40 percent undivided interest in a project with a subsidiary of Magellan to jointly build an estimated 130-mile,a 135-mile, 20-inch refined petroleum products pipeline with a capacity of up to 150,000 barrels per day from Houston to Hearne, Texas. The pipeline is expected to be completedwas placed in mid-2019.service in the third quarter of 2019. The estimated cost of our 40 percent undivided interest in thisthe pipeline is $170 million. Since inception, expenditures have totaled $80was $160 million, of which $73$80 million was spent during the year ended December 31, 2018.2019.

Sunrise Pipeline System
Effective January 31, 2018, we entered into a joint ownership agreement with Sunrise Pipeline LLC, a subsidiary of Plains All American Pipeline, L.P. (Plains), that provides us a 20 percent undivided interest in the Sunrise Pipeline System expansion to be constructed by Plains. The Sunrise Pipeline System contains (i) a 262-mile, 24-inch crude oil pipeline (the Sunrise Pipeline) that originates at Plains’ terminal in Midland, Texas and terminates at Plains’ station in Wichita Falls, Texas with throughput capacity of approximately 500,000 barrels per day, and (ii) two 270,000 shell barrel capacity tanks located at the Colorado City, Texas station. The Sunrise Pipeline System expansion was placed in service in the fourth quarter of 2018. Expenditures totaled $139 million for the year ended December 31, 2018.




94
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Environmental Matters
We are involved, together with several other companies, in an environmental cleanup in the Village of Hartford, Illinois (the Village) and during 2015, one of these companies assumed the ongoing environmental cleanup in the Village pursuant to a federal court order. We had previously conducted an initial response in the Village, along with other companies, pursuant to an administrative order issued by the U.S. EPA. The parties involved in the initial response may have further claims among themselves for costs already incurred.

We also continue to be engaged in site assessment and interim measures at the shutdown refinery site, which is adjacent to the Village. In 2018, we entered into a consent order with the Illinois EPA that was approved by the Illinois state court on July 26, 2018. In the consent order, we assumed the underlying liability for full cleanup of the shutdown refinery site, and we recorded an adjustment to our existing environmental liability related to this matter, which did not materially affect our financial position or results of operations as of or for the year ended December 31, 2018. We continue to seek contribution under Illinois law in state court and are pursuing claims under the Comprehensive Environmental Response, Compensation and Liability Act in federal court from other potentially responsible parties. Factors underlying the expected cost of the cleanup are subject to change from time to time, and actual results may vary significantly from the current estimate.


Self-Insurance
We are self-insured for certain medical and dental, workers’ compensation, automobile liability, general liability, and property liability claims up to applicable retention limits. Liabilities are accrued for self-insured claims, or when estimated losses exceed coverage limits, and when sufficient information is available to reasonably estimate the amount of the loss. These liabilities are included in accrued expenses and other long-term liabilities.








9593
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


11.EQUITY


Share Activity
Activity in the number of shares of common stock and treasury stock was as follows (in millions):
 
Common
Stock
 
Treasury
Stock
Balance as of December 31, 2016673
 (222)
Transactions in connection with
stock-based compensation plans
—
 1
Stock purchases under purchase programs—
 (19)
Balance as of December 31, 2017673
 (240)
Stock purchases under purchase programs—
 (16)
Balance as of December 31, 2018673
 (256)
Transactions in connection with
stock-based compensation plans
—
 1
Stock purchases under purchase program—
 (9)
Balance as of December 31, 2019673
 (264)

 
Common
Stock
 
Treasury
Stock
Balance as of December 31, 2015673
 (200)
Transactions in connection with
stock-based compensation plans
—
 1
Stock purchases under purchase program—
 (23)
Balance as of December 31, 2016673
 (222)
Transactions in connection with
stock-based compensation plans
—
 1
Stock purchases under purchase programs—
 (19)
Balance as of December 31, 2017673
 (240)
Stock purchases under purchase programs—
 (16)
Balance as of December 31, 2018673
 (256)


Preferred Stock
We have 20 million shares of preferred stock authorized with a par value of $0.01 per share. NoNaN shares of preferred stock were outstanding as of December 31, 20182019 or 2017.2018.


Treasury Stock
We purchase shares of our common stock as authorized under our common stock purchase program (described below) and to meet our obligations under employee stock-based compensation plans.


On July 13, 2015, our board of directors authorized us to purchase $2.5 billion of our outstanding common stock with no expiration date, and we completed that program during 2017. On September 21, 2016, our board of directors authorized our purchase of up to an additional $2.5 billion with no expiration date, and we completed that program during 2018. On January 23, 2018, our board of directors authorized our purchase of up to an additional $2.5 billion (the 2018 Program) with no expiration date. During the years ended December 31, 2019, 2018, 2017, and 2016,2017, we purchased $752 million, $1.5 billion, $1.3 billion, and $1.3 billion, respectively, of our common stock under our programs. As of December 31, 2018,2019, we have approval under the 2018 Program to purchase approximately $2.2$1.5 billion of our common stock.


Common Stock Dividends
On January 24, 2019,23, 2020, our board of directors declared a quarterly cash dividend of $0.90$0.98 per common share payable on March 5, 20194, 2020 to holders of record at the close of business on February 13, 2019.12, 2020.


Valero Energy Partners LP Units
On September 16, 2016, VLP entered into an equity distribution agreement pursuant to which VLP offered and sold from time to time their common units having an aggregate offering price of up to $350 million based on amounts, at prices, and on terms determined by market conditions and other factors at the time of






9694
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the offerings (such continuous offering program, or at-the-market program, referred to as the “ATM Program”). There were no issuances of common units under the ATM Program during the year ended December 31, 2018. VLP issued 742,897 and223,083 common units under the ATM Program and received net proceeds of $35 million and $9 million after deducting offering costs during the years ended December 31, 2017 and 2016, respectively. Simultaneous with the Merger Transaction as described in Note 2, the ATM Program was terminated.


Income Tax Effects Related to Components of Other Comprehensive Income (Loss)
The tax effects allocated to each component of other comprehensive income (loss) were as follows (in millions):
Before-Tax
Amount
 
Tax Expense
(Benefit)
 Net Amount
Before-Tax
Amount
 
Tax Expense
(Benefit)
 Net Amount
Year Ended December 31, 2018:     
Year ended December 31, 2019     
Foreign currency translation adjustment$(517) $—
 $(517)$349
 $—
 $349
Pension and other postretirement benefits:          
Gain arising during the year related to:     
Net actuarial gain1
 —
 1
Prior service credit7
 1
 6
Loss arising during the year related to:     
Net actuarial loss(245) (54) (191)
Prior service cost(3) (1) (2)
Miscellaneous loss—
 4
 (4)
Amounts reclassified into income related to:          
Net actuarial loss63
 14
 49
38
 9
 29
Prior service credit(29) (7) (22)(28) (6) (22)
Curtailment and settlement loss7
 2
 5
4
 1
 3
Net gain on pension and other
postretirement benefits
49
 10
 39
Other comprehensive loss$(468) $10
 $(478)
Net loss on pension and other
postretirement benefits
(234) (47) (187)
Derivative instruments designated and
qualifying as cash flow hedges:
     
Net loss arising during the year(6) (1) (5)
Net gain reclassified into income(2) —
 (2)
Net loss on cash flow hedges(8) (1) (7)
Other comprehensive income$107
 $(48) $155






9795
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Before-Tax
Amount
 
Tax Expense
(Benefit)
 Net Amount
Before-Tax
Amount
 
Tax Expense
(Benefit)
 Net Amount
Year Ended December 31, 2017:     
Year ended December 31, 2018     
Foreign currency translation adjustment$(517) $—
 $(517)
Pension and other postretirement benefits:     
Gain arising during the year related to:     
Net actuarial gain1
 —
 1
Prior service credit7
 1
 6
Amounts reclassified into income related to:     
Net actuarial loss63
 14
 49
Prior service credit(29) (7) (22)
Curtailment and settlement loss7
 2
 5
Net gain on pension and other
postretirement benefits
49
 10
 39
Other comprehensive loss$(468) $10
 $(478)
     
Year ended December 31, 2017     
Foreign currency translation adjustment$514
 $—
 $514
$514
 $—
 $514
Pension and other postretirement benefits:          
Loss arising during the year related to:          
Net actuarial loss(79) (29) (50)(79) (29) (50)
Prior service cost(4) (1) (3)(4) (1) (3)
Miscellaneous loss—
 3
 (3)—
 3
 (3)
Amounts reclassified into income related to:          
Net actuarial loss50
 18
 32
50
 18
 32
Prior service credit(36) (13) (23)(36) (13) (23)
Curtailment and settlement loss4
 1
 3
4
 1
 3
Net loss on pension and other
postretirement benefits
(65) (21) (44)(65) (21) (44)
Other comprehensive income$449
 $(21) $470
$449
 $(21) $470

Year Ended December 31, 2016:     
Foreign currency translation adjustment$(415) $—
 $(415)
Pension and other postretirement benefits:     
Loss arising during the year related to:     
Net actuarial loss(110) (34) (76)
Miscellaneous gain—
 (8) 8
Amounts reclassified into income related to:     
Net actuarial loss48
 18
 30
Prior service credit(36) (13) (23)
Net loss on pension and other
postretirement benefits
(98) (37) (61)
Other comprehensive loss$(513) $(37) $(476)








9896
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Accumulated Other ComprehensiveLoss
Changes in accumulated other comprehensive loss by component, net of tax, were as follows (in millions):
 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plans
Items
 
Losses on
Cash Flow
Hedges
 Total
Balance as of December 31, 2016$(1,021) $(389) $—
 $(1,410)
Other comprehensive income (loss)
before reclassifications
514
 (56) —
 458
Amounts reclassified from
accumulated other comprehensive 
loss
—
 12
 —
 12
Other comprehensive income (loss)514
 (44) —
 470
Balance as of December 31, 2017(507) (433) —
 (940)
Other comprehensive income (loss)
before reclassifications
(515) 7
 —
 (508)
Amounts reclassified from
accumulated other comprehensive
loss
—
 32
 —
 32
Other comprehensive income (loss)(515) 39
 —
 (476)
Reclassification of stranded income
tax effects
—
 (91) —
 (91)
Balance as of December 31, 2018(1,022) (485) —
 (1,507)
Other comprehensive income (loss)
before reclassifications
346
 (197) (2) 147
Amounts reclassified from
accumulated other comprehensive 
loss
—
 10
 (1) 9
Other comprehensive income (loss)346
 (187) (3) 156
Balance as of December 31, 2019$(676) $(672) $(3) $(1,351)

 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plan
Items
 Total
Balance as of December 31, 2015$(605) $(328) $(933)
Other comprehensive loss
before reclassifications
(416) (68) (484)
Amounts reclassified from
accumulated other comprehensive 
loss
—
 7
 7
Other comprehensive loss(416) (61) (477)
Balance as of December 31, 2016(1,021) (389) (1,410)
Other comprehensive income (loss)
before reclassifications
514
 (56) 458
Amounts reclassified from
accumulated other comprehensive
loss
—
 12
 12
Other comprehensive income (loss)514
 (44) 470
Balance as of December 31, 2017(507) (433) (940)
Other comprehensive income (loss)
before reclassifications
(515) 7
 (508)
Amounts reclassified from
accumulated other comprehensive 
loss
—
 32
 32
Other comprehensive income (loss)(515) 39
 (476)
Reclassification of stranded income
tax effects of Tax Reform
to retained earnings per
ASU 2018-02 (see Note 1)
—
 (91) (91)
Balance as of December 31, 2018$(1,022) $(485) $(1,507)






9997
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Gains (losses) reclassified out of accumulated other comprehensiveloss and into net income were as follows (in millions):
Details about
Accumulated Other
Comprehensive Loss
Components
   
Affected Line
Item in the
Statement of
Income
   
Affected Line
Item in the
Statement of
Income
Year Ended December 31,  Year Ended December 31, 
2018 2017 2016  2019 2018 2017 
Amortization of items related to
defined benefit pension plans:
                
Net actuarial loss $(63) $(50) $(48) (a) Other income, net $(38) $(63) $(50) (a) Other income, net
Prior service credit 29
 36
 36
 (a) Other income, net 28
 29
 36
 (a) Other income, net
Curtailment and settlement (7) (4) —
 (a) Other income, net (4) (7) (4) (a) Other income, net
 (41) (18) (12) Total before tax (14) (41) (18) Total before tax
 9
 6
 5
 Tax benefit 4
 9
 6
 Tax benefit
 $(10) $(32) $(12) Net of tax
       
Gains on cash flow hedges:       
Commodity contracts $2
 $—
 $—
 Revenues
 $2
 $—
 $—
 Net of tax
       
Total reclassifications for the year $(32) $(12) $(7) Net of tax $(8) $(32) $(12) Net of tax
_________________________
(a)These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost (credit), as discussed in Note 13.


12.VARIABLE INTEREST ENTITIES


Consolidated VIEs
In the normal course of business, we have financial interests in certain entities that have been determined to be VIEs. We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary such that we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. In order to make this determination, we evaluated our contractual arrangements with the VIEs, including arrangements for the use of assets, purchases of products and services, debt, equity, or management of operating activities.


The following discussion summarizes our involvement with our VIEs:


Prior to the completion of the Merger Transaction with VLP on January 10, 2019 as discussed in Note 2, VLP was a publicly traded master limited partnership whose common limited partner units were traded on the New York Stock Exchange under the trading symbol “VLP.” VLP was formed by us to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets. VLP’s assets include crude oil and refined petroleum products pipeline and terminal systems in the U.S. Gulf Coast and U.S. Mid-Continent regions that are integral to the operations of ten of our refineries. As of December 31, 2018, we owned a66.2percent limited partner interest and a 2.0 percent general partner interest in VLP, and public unitholders owned a 31.8 percent limited partner interest.

We determined VLP was a VIE because the public limited partners of VLP (i.e., parties other than entities under common control with the general partner) lacked the power to direct the activities of VLP that most significantly impacted its economic performance because they did not have



100
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

substantive kick-out rights over the general partner or substantive participating rights in VLP. Furthermore, we determined that we were the primary beneficiary of VLP because (i) we were the single decision maker and our general partner interest provides us with the sole power to direct the activities that most significantly impact VLP’s economic performance and (ii) our 66.2 percent limited partner interest and 2.0 percent general partner interest provides us with significant economic rights and obligations. Substantially all of VLP’s revenues were derived from us; therefore, there was limited risk to us associated with VLP’s operations.

Diamond Green Diesel Holdings LLC (DGD)DGD is a joint venture with Darling Green Energy LLC, a subsidiary of Darling Ingredients Inc., that was formed to constructowns and operateoperates a biodiesel plant that processes animal fats, used cooking oils, and other vegetable oils into renewable green diesel. The plant is located in Norco, Louisiana next to our St. Charles Refinery and began operations in June 2013.Refinery. Our significant agreements with DGD include an operations agreement that outlines our responsibilities as operator of the plant a debt agreement whereby we financed approximately 60 percent of the construction costs of the plant, and a marketing agreement.




98
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As operator, we operate the plant and perform certain day-to-day operating and management functions for DGD as an independent contractor. The operations agreement provides us (as operator) with certain power to direct the activities that most significantly impact DGD’s economic performance. Because this agreement conveys such power to us and is separate from our ownership rights, we determined that DGD was a VIE. For this reason and because we hold a 50 percent ownership interest that provides us with significant economic rights and obligations, we determined that we are the primary beneficiary of DGD. DGD has risk associated with its operations because it generates revenues from third-party customers.


We have terminaling agreements withCentral Mexico Terminals is a collective group of three subsidiaries of Infraestructura Energetica Nova, S.A.B. de C.V. (IEnova), a Mexican company and subsidiary of Sempra Energy, a U.S. public company. The three subsidiaries are collectively referred to asWe have terminaling agreements with Central Mexico Terminals and were previously referred to by us as VPM Terminals. The terminaling agreementsthat represent variable interests because we have determined them to be capitalfinance leases due to our exclusive use of the terminals. Although we do not have an ownership interest in the entities that own each of the three terminals, the capitalfinance leases convey to us (i) the power to direct the activities that most significantly impact the economic performance of all three terminals and (ii) the ability to influence the benefits received or the losses incurred by the terminals because of our use of the terminals. As a result, we determined each of the entities was a VIE and that we are the primary beneficiary of each. Substantially all of Central Mexico Terminals’ revenues will be derived from us; therefore, there is limited risk to us associated with Central Mexico Terminals’ operations.


We also have financial interests in other entities that have been determined to be VIEs because the entities’ contractual arrangements transfer the power to us to direct the activities that most significantly impact their economic performance or reduce the exposure to operational variability and risk of loss created by the entity that otherwise would be held exclusively by the equity owners. Furthermore, we determined that we are the primary beneficiary of these VIEs because (i) certain contractual arrangements (exclusive of our ownership rights) provide us with the power to direct the activities that most significantly impact the economic performance of these entities and/or (ii) our



101
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

50 percent ownership interests provide us with significant economic rights and obligations. The financial position, results of operations, and cash flows of these VIEs are not material to us.


The VIEs’ assets can only be used to settle their own obligations and the VIEs’ creditors have no recourse to our assets. We do not provide financial guarantees to our VIEs. Although we have provided credit facilities to some of our VIEs in support of their construction or acquisition activities, these transactions are eliminated in consolidation. Our financial position, results of operations, and cash flows are impacted by our consolidated VIEs’ performance, net of intercompany eliminations, to the extent of our ownership interest in each VIE.





99
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present summarized balance sheet information for the significant assets and liabilities of our VIEs, which are included in our balance sheets (in millions).

December 31, 2018December 31, 2019
VLP DGD 
Central
Mexico
Terminals
 Other TotalDGD 
Central
Mexico
Terminals
 Other Total
Assets                
Cash and cash equivalents$152
 $65
 $—
 $18
 $235
$85
 $—
 $25
 $110
Other current assets2
 112
 20
 64
 198
567
 33
 89
 689
Property, plant, and equipment, net1,409
 576
 156
 113
 2,254
706
 381
 105
 1,192
Liabilities                
Current liabilities, including current portion
of debt and capital lease obligations
$27
 $28
 $118
 $9
 $182
Debt and capital lease obligations,
less current portion
990
 —
 —
 34
 1,024
Current liabilities, including current portion
of debt and finance lease obligations
$66
 $409
 $8
 $483
Debt and finance lease obligations,
less current portion
—
 —
 31
 31
 December 31, 2018
 
VLP (a)
 DGD 
Central
Mexico
Terminals
 Other Total
Assets         
Cash and cash equivalents$152
 $65
 $—
 $18
 $235
Other current assets2
 112
 20
 64
 198
Property, plant, and equipment, net1,409
 576
 156
 113
 2,254
Liabilities         
Current liabilities, including current portion
of debt and finance lease obligations
$27
 $28
 $118
 $9
 $182
Debt and finance lease obligations,
less current portion
990
 —
 —
 34
 1,024

 December 31, 2017
 VLP DGD 
Central
Mexico
Terminals
 Other Total
Assets         
Cash and cash equivalents$42
 $123
 $1
 $13
 $179
Other current assets2
 66
 4
 —
 72
Property, plant, and equipment, net1,416
 435
 51
 127
 2,029
Liabilities         
Current liabilities, including current portion
of debt and capital lease obligations
$27
 $33
 $26
 $9
 $95
Debt and capital lease obligations,
less current portion
905
 —
 —
 43
 948
____________________
(a)Prior to the completion of the Merger Transaction with VLP on January 10, 2019 as discussed in Note 2, VLP was a publicly traded master limited partnership that we had determined was a VIE. VLP was formed by us to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets. As of December 31, 2018, we owned a 66.2 percent limited partner interest and a 2.0 percent general partner interest in VLP, and public unitholders owned a 31.8 percent limited partner interest. Upon completion of the Merger Transaction, VLP became our indirect wholly owned subsidiary and, as a result, was no longer a VIE.




102
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Non-Consolidated VIEs
We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. These non-consolidated VIEs are not material to our financial position or results of operations and are primarily accounted for as equity investments.


One of our non-consolidated VIEs is MVP, which is described in Note 10. We have a 50 percent membership interest in MVP, which was formed to construct, own, and operate the MVP Terminal. We determined MVP is a VIE because the power to direct the activities that most significantly impact its economic performance is not required to be held by its two members, but is held by Magellan, as operator under a construction, operating, and management agreement with MVP. For this reason and because Magellan holds a 50 percent interest in MVP that provides it with significant economic rights and obligations, we determined that we are not the primary beneficiary. As of December 31, 2018, our maximum exposure to loss was$247 million, which represents our equity investment in MVP. We have not provided any financial support to MVP other than amounts previously required by our membership interest.



100
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13.EMPLOYEE BENEFIT PLANS


Defined Benefit Plans
We have defined benefit pension plans, some of which are subject to collective bargaining agreements, that cover most of our employees. These plans provide eligible employees with retirement income based primarily on years of service and compensation during specific periods under final average pay and cash balance formulas. We fund our pension plans as required by local regulations. In the U.S., all qualified pension plans are subject to the Employee Retirement Income Security ActAct’s minimum funding standard. We typically do not fund or fully fund U.S. nonqualified and certain international pension plans that are not subject to funding requirements because contributions to these pension plans may be less economic and investment returns may be less attractive than our other investment alternatives.


We also provide health care and life insurance benefits for certain retired employees through our postretirement benefit plans. Most of our employees become eligible for these benefits if, while still working for us, they reach normal retirement age or take early retirement. These plans are unfunded, and retired employees share the cost with us. Individuals who became our employees as a result of an acquisition became eligible for postretirement benefits under our plans as determined by the terms of the relevant acquisition agreement.








103101
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The changes in benefit obligation related to all of our defined benefit plans, the changes in fair value of plan assets(a), and the funded status of our defined benefit plans as of and for the years ended were as follows (in millions):
 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2019 2018 2019 2018
Changes in benefit obligation       
Benefit obligation as of beginning of year$2,639
 $2,926
 $292
 $306
Service cost119
 133
 5
 6
Interest cost98
 91
 11
 10
Participant contributions—
 —
 11
 10
Benefits paid(154) (207) (29) (28)
Actuarial (gain) loss
528
 (285) 41
 (9)
Other9
 (19) 5
 (3)
Benefit obligation as of end of year$3,239
 $2,639
 $336
 $292
        
Changes in plan assets (a)       
Fair value of plan assets as of beginning of year$2,236
 $2,428
 $—
 $—
Actual return on plan assets490
 (130) —
 —
Valero contributions128
 156
 18
 18
Participant contributions—
 —
 11
 10
Benefits paid(154) (207) (29) (28)
Other9
 (11) —
 —
Fair value of plan assets as of end of year$2,709
 $2,236
 $—
 $—
        
Reconciliation of funded status (a)       
Fair value of plan assets as of end of year$2,709
 $2,236
 $—
 $—
Less: Benefit obligation as of end of year3,239
 2,639
 336
 292
Funded status as of end of year$(530) $(403) $(336) $(292)
        
Accumulated benefit obligation$3,039
 $2,492
 n/a
 n/a

 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2018 2017 2018 2017
Changes in benefit obligation:       
Benefit obligation as of beginning of year$2,926
 $2,567
 $306
 $302
Service cost133
 123
 6
 6
Interest cost91
 86
 10
 10
Participant contributions—
 —
 10
 9
Benefits paid(207) (158) (28) (28)
Actuarial (gain) loss(285) 286
 (9) 6
Other(19) 22
 (3) 1
Benefit obligation as of end of year$2,639
 $2,926
 $292
 $306
        
Changes in plan assets (a):       
Fair value of plan assets as of beginning of year$2,428
 $2,097
 $—
 $—
Actual return on plan assets(130) 363
 —
 —
Valero contributions156
 110
 18
 19
Participant contributions—
 —
 10
 9
Benefits paid(207) (158) (28) (28)
Other(11) 16
 —
 —
Fair value of plan assets as of end of year$2,236
 $2,428
 $—
 $—
        
Reconciliation of funded status (a):       
Fair value of plan assets as of end of year$2,236
 $2,428
 $—
 $—
Less benefit obligation as of end of year2,639
 2,926
 292
 306
Funded status as of end of year$(403) $(498) $(292) $(306)
        
Accumulated benefit obligation$2,492
 $2,746
 n/a
 n/a
__________________________ 
(a)
Plan assets include only the assets associated with pension plans subject to legal minimum funding standards. Plan assets associated with U.S. nonqualified pension plans are not included here because they are not protected from our creditors and therefore cannot be reflected as a reduction from our obligations under the pension plans. As a result, the reconciliation of funded status does not reflect the effect of plan assets that exist for all of our defined benefit plans. See Note 19 for the assets associated with certain U.S. nonqualified pension plans.








104102
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The actuarial loss for the year ended December 31, 2019 primarily resulted from a decrease in the discount rates used to determine our benefit obligations for our pension plans from 4.25 percent in 2018 to 3.14 percent in 2019. The actuarial gain for the year ended December 31, 2018 primarily resulted from an increase in the discount rates used to determine our benefit obligations for our pension plans from 3.58 percent in 2017 to 4.25 percent in 2018.

The actuarial lossfair value of our plan assets as of December 31, 2019 wasfavorably impacted by the return on plan assets resulting primarily from an improvement in equity market prices for the year ended December 31, 2017 primarily resulted from a decrease in the discount rates used to determine the benefit obligations for our pension plans from 4.08 percent in 2016 to 3.58 percent in 2017.

year. The fair value of our plan assets as of December 31, 2018 was unfavorably impacted by the negative return on plan assets resulting primarily from a significant decline in equity market prices for the year. The fair value of our plan assets as of December 31, 2017 was favorably impacted by the return on plan assets resulting primarily from a favorable increase in equity market prices for the year.


Amounts recognized in our balance sheet for our pension and other postretirement benefits plans include (in millions):
 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2019 2018 2019 2018
Deferred charges and other assets, net$5
 $2
 $—
 $—
Accrued expenses(17) (22) (20) (21)
Other long-term liabilities(518) (383) (316) (271)
 $(530) $(403) $(336) $(292)

 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2018 2017 2018 2017
Deferred charges and other assets, net$2
 $5
 $—
 $—
Accrued expenses(22) (14) (21) (19)
Other long-term liabilities(383) (489) (271) (287)
 $(403) $(498) $(292) $(306)


The following table presents information for our pension plans with projected benefit obligations in excess of plan assets (in millions).
 December 31,
 2019 2018
Projected benefit obligation$3,182
 $2,564
Fair value of plan assets2,647
 2,160

 December 31,
 2018 2017
Projected benefit obligation$2,564
 $2,872
Fair value of plan assets2,160
 2,369


The following table presents information for our pension plans with accumulated benefit obligations in excess of plan assets (in millions).
 December 31,
 2019 2018
Accumulated benefit obligation$2,760
 $2,253
Fair value of plan assets2,402
 1,974

 December 31,
 2018 2017
Accumulated benefit obligation$2,253
 $2,526
Fair value of plan assets1,974
 2,180








105103
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Benefit payments that we expect to pay, including amounts related to expected future services that we expect to receive, are as follows for the years ending December 31 (in millions):
 
Pension
Benefits
 
Other
Postretirement
Benefits
2020$179
 $21
2021219
 20
2022190
 20
2023204
 19
2024205
 19
2025-20291,105
 88

 
Pension
Benefits
 
Other
Postretirement
Benefits
2019$169
 $21
2020193
 21
2021175
 21
2022180
 20
2023194
 20
2024-20281,043
 95


We plan to contribute approximately $35$140 million to our pension plansand $21 million to our other postretirement benefit plans during 2019.2020.


The components of net periodic benefit cost (credit) related to our defined benefit plans were as follows (in millions):
 Pension Plans 
Other Postretirement
Benefit Plans
 Year Ended December 31, Year Ended December 31,
 2019 2018
2017 2019 2018 2017
Service cost$119
 $133
 $123
 $5
 $6
 $6
Interest cost98
 91
 86
 11
 10
 10
Expected return on plan assets(166) (163) (150) —
 —
 —
Amortization of:           
Net actuarial (gain) loss41
 65
 53
 (3) (2) (3)
Prior service credit(19) (18) (20) (9) (11) (16)
Special charges4
 7
 4
 1
 —
 —
Net periodic benefit cost (credit)$77
 $115
 $96
 $5
 $3
 $(3)

 Pension Plans 
Other Postretirement
Benefit Plans
 Year Ended December 31, Year Ended December 31,
 2018 2017
2016 2018 2017 2016
Service cost$133
 $123
 $111
 $6
 $6
 $7
Interest cost91
 86
 84
 10
 10
 12
Expected return on plan assets(163) (150) (139) —
 —
 —
Amortization of:           
Net actuarial (gain) loss65
 53
 49
 (2) (3) (1)
Prior service credit(18) (20) (20) (11) (16) (16)
Special charges (credits)7
 4
 (7) —
 —
 —
Net periodic benefit cost (credit)$115
 $96
 $78
 $3
 $(3) $2


The components of net periodic benefit cost (credit) other than the service cost component (i.e., the non-service cost components) are included in other“other income, netnet” in the statements of income.


Amortization of prior service credit shown in the preceding table was based on a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under each respective plan. Amortization of the net actuarial (gain) loss shown in the preceding table was based on the straight-line amortization of the excess of the unrecognized (gain) loss over 10 percent of the greater of the projected benefit obligation or market-related value of plan assets (smoothed asset value) over the average remaining service period of active employees expected to receive benefits under each respective plan.








106104
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Pre-tax amounts recognized in other comprehensive income (loss) were as follows (in millions):
 Pension Plans 
Other Postretirement
Benefit Plans
 Year Ended December 31, Year Ended December 31,
 2019 2018 2017 2019 2018 2017
Net gain (loss) arising during
the year:
           
Net actuarial gain (loss)$(204) $(8) $(73) $(41) $9
 $(6)
Prior service (cost) credit—
 7
 (4) (3) —
 —
Net (gain) loss reclassified into
income:
           
Net actuarial (gain) loss41
 65
 53
 (3) (2) (3)
Prior service credit(19) (18) (20) (9) (11) (16)
Curtailment and settlement loss4
 7
 4
 —
 —
 —
Total changes in other
comprehensive income (loss)
$(178) $53
 $(40) $(56) $(4) $(25)

 Pension Plans 
Other Postretirement
Benefit Plans
 Year Ended December 31, Year Ended December 31,
 2018 2017 2016 2018 2017 2016
Net gain (loss) arising during
the year:
           
Net actuarial gain (loss)$(8) $(73) $(145) $9
 $(6) $35
Prior service (cost) credit7
 (4) —
 —
 —
 —
Net (gain) loss reclassified into
income:
           
Net actuarial (gain) loss65
 53
 49
 (2) (3) (1)
Prior service credit(18) (20) (20) (11) (16) (16)
Curtailment and settlement loss7
 4
 —
 —
 —
 —
Total changes in other
comprehensive income (loss)
$53
 $(40) $(116) $(4) $(25) $18


The pre-tax amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost (credit) were as follows (in millions):
 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2019
2018 2019 2018
Net actuarial (gain) loss$988
 $828
 $(20) $(64)
Prior service credit(90) (108) (19) (31)
Total$898
 $720
 $(39) $(95)

 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2018
2017 2018 2017
Net actuarial (gain) loss$828
 $894
 $(64) $(57)
Prior service credit(108) (121) (31) (42)
Total$720
 $773
 $(95) $(99)


The weighted-average assumptions used to determine the benefit obligations were as follows:
 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2019 2018 2019 2018
Discount rate3.14% 4.25% 3.32% 4.40%
Rate of compensation increase3.75% 3.78% n/a
 n/a
Interest crediting rate for
cash balance plans
3.03% 3.04% n/a
 n/a

 Pension Plans 
Other Postretirement
Benefit Plans
 December 31, December 31,
 2018 2017 2018 2017
Discount rate4.25% 3.58% 4.40% 3.72%
Rate of compensation increase3.78% 3.86% n/a
 n/a
Interest crediting rate for
cash balance plans
3.04% 3.04% n/a

n/a


The discount rate assumption used to determine the benefit obligations as of December 31, 20182019 and 20172018 for the majority of our pension plans and other postretirement benefit plans was based on the Aon AA Only Above Median yield curve and considered the timing of the projected cash outflows under our plans. This curve was designed by Aon to provide a means for plan sponsors to value the liabilities of their pension plans






107105
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


or postretirement benefit plans. It is a hypothetical double-A yield curve represented by a series of annualized individual discount rates with maturities from one-half year to 99 years. Each bond issue underlying the curve is required to have an average rating of double-A when averaging all available ratings by Moody’s Investors Service, Standard & Poor’s Ratings Services, and Fitch Ratings. Only the bonds representing the 50 percent highest yielding issuances among those with average ratings of double-A are included in this yield curve.


We based our discount rate assumption on the Aon AA Only Above Median yield curve because we believe it is representative of the types of bonds we would use to settle our pension and other postretirement benefit plan liabilities as of those dates. We believe that the yields associated with the bonds used to develop this yield curve reflect the current level of interest rates.


The weighted-average assumptions used to determine the net periodic benefit cost were as follows:
Pension Plans 
Other Postretirement
Benefit Plans
Pension Plans 
Other Postretirement
Benefit Plans
Year Ended December 31, Year Ended December 31,Year Ended December 31, Year Ended December 31,
2018 2017 2016 2018 2017 20162019 2018 2017 2019 2018 2017
Discount rate3.59% 4.08% 4.45% 3.72% 4.26% 4.53%4.24% 3.59% 4.08% 4.40% 3.72% 4.26%
Expected long-term rate of return
on plan assets
7.24% 7.29% 7.28% n/a
 n/a
 n/a
7.22% 7.24% 7.29% n/a
 n/a
 n/a
Rate of compensation increase3.86% 3.81% 3.79% n/a
 n/a
 n/a
3.78% 3.86% 3.81% n/a
 n/a
 n/a
Interest crediting rate for
cash balance plans
3.04% 3.04% 3.10% n/a
 n/a
 n/a
3.04% 3.04% 3.04% n/a
 n/a
 n/a


The assumed health care cost trend rates were as follows:
 December 31,
 2019 2018
Health care cost trend rate assumed for the next year7.32% 7.29%
Rate to which the cost trend rate was assumed to decline
(the ultimate trend rate)
5.00% 5.00%
Year that the rate reaches the ultimate trend rate2026
 2026

 December 31,
 2018 2017
Health care cost trend rate assumed for the next year7.29% 7.30%
Rate to which the cost trend rate was assumed to decline
(the ultimate trend rate)
5.00% 5.00%
Year that the rate reaches the ultimate trend rate2026
 2026








108106
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following tables present the fair values of the assets of our pension plans (in millions) as of December 31, 20182019 and 20172018 by level of the fair value hierarchy. Assets categorized in Level 1 of the hierarchy are measured at fair value using a market approach based on unadjusted quoted prices from national securities exchanges. Assets categorized in Level 2 of the hierarchy are measured at net asset value in a market that is not active. As previously noted, we do not fund or fully fund U.S. nonqualified and certain international pension plans that are not subject to funding requirements, and we do not fund our other postretirement benefit plans.
 Fair Value Hierarchy Total as of
December 31,
2019
 Level 1 Level 2 Level 3 
Equity securities:       
U.S. companies (a)$622
 $—
 $—
 $622
International companies205
 1
 —
 206
Preferred stock4
 —
 —
 4
Mutual funds:       
International growth123
 —
 —
 123
Index funds90
 —
 —
 90
Corporate debt instruments (a)—
 293
 —
 293
Government securities:       
U.S. Treasury securities53
 —
 —
 53
Other government securities—
 148
 —
 148
Common collective trusts (b)—
 751
 —
 751
Pooled separate accounts—
 250
 —
 250
Private funds—
 104
 —
 104
Insurance contract—
 17
 —
 17
Interest and dividends receivable5
 —
 —
 5
Cash and cash equivalents59
 —
 —
 59
Securities transactions payable, net(16) —
 —
 (16)
Total pension plan assets$1,145
 $1,564
 $—
 $2,709

 Fair Value Hierarchy Total as of
December 31,
2018
 Level 1 Level 2 Level 3 
Equity securities:       
U.S. companies (a)$497
 $—
 $—
 $497
International companies159
 1
 —
 160
Preferred stock4
 —
 —
 4
Mutual funds:       
International growth97
 —
 —
 97
Index funds (b)76
 —
 —
 76
Corporate debt instruments—
 284
 —
 284
Government securities:       
U.S. Treasury securities45
 —
 —
 45
Other government securities—
 138
 —
 138
Common collective trusts (c)—
 609
 —
 609
Pooled separate accounts (d)—
 190
 —
 190
Private funds—
 87
 —
 87
Insurance contract—
 18
 —
 18
Interest and dividends receivable5
 —
 —
 5
Cash and cash equivalents40
 —
 —
 40
Securities transactions payable, net(14) —
 —
 (14)
Total pension plan assets$909
 $1,327
 $—
 $2,236
___________________________ 
See notes on page 110.108.






109107
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 Fair Value Hierarchy Total as of
December 31,
2018
 Level 1 Level 2 Level 3 
Equity securities:       
U.S. companies (a)$497
 $—
 $—
 $497
International companies159
 1
 —
 160
Preferred stock4
 —
 —
 4
Mutual funds:       
International growth97
 —
 —
 97
Index funds76
 —
 —
 76
Corporate debt instruments (a)—
 284
 —
 284
Government securities:       
U.S. Treasury securities45
 —
 —
 45
Other government securities—
 138
 —
 138
Common collective trusts (b)—
 609
 —
 609
Pooled separate accounts—
 190
 —
 190
Private funds—
 87
 —
 87
Insurance contract—
 18
 —
 18
Interest and dividends receivable5
 —
 —
 5
Cash and cash equivalents40
 —
 —
 40
Securities transactions payable, net(14) —
 —
 (14)
Total pension plan assets$909
 $1,327
 $—
 $2,236

 Fair Value Hierarchy Total as of
December 31,
2017
 Level 1 Level 2 Level 3 
Equity securities:       
U.S. companies (a)$571
 $—
 $—
 $571
International companies187
 1
 —
 188
Preferred stock4
 —
 —
 4
Mutual funds:       
International growth118
 —
 —
 118
Index funds (b)85
 —
 —
 85
Corporate debt instruments—
 272
 —
 272
Government securities:       
U.S. Treasury securities45
 —
 —
 45
Other government securities—
 144
 —
 144
Common collective trusts (c)—
 621
 —
 621
Pooled separate accounts (d)—
 192
 —
 192
Private funds—
 101
 —
 101
Insurance contract—
 18
 —
 18
Interest and dividends receivable5
 —
 —
 5
Cash and cash equivalents85
 1
 —
 86
Securities transactions payable, net(22) —
 —
 (22)
Total pension plan assets$1,078
 $1,350
 $—
 $2,428
__________________________________ 
(a)EquityThis class of securities areis held in a wide range of industrial sectors, including consumer goods, information technology, healthcare, industrials, and financial services.sectors.
(b)This class includes primarily investments in approximately 6075 percent equities and 4025 percent bonds as of December 31, 2018.2019. As of December 31, 2017,2018, this class included primarily investments in approximately 70 percent equities and 30 percent bonds.
(c)This class includes primarily investments in approximately 70 percent equities and 30 percent bonds as of December 31, 2018. As of December 31, 2017, this class included primarily investments in approximately 80 percent equities and 20 percent bonds.
(d)This class includes primarily investments in approximately 50 percent equities and 50 percent bonds as of December 31, 2018 and 2017.


The investment policies and strategies for the assets of our pension plans incorporate a well-diversified approach that is expected to earn long-term returns from capital appreciation and a growing stream of current income. This approach recognizes that assets are exposed to risk and the market value of the pension plans’ assets may fluctuate from year to year. Risk tolerance is determined based on our financial ability to withstand risk within the investment program and the willingness to accept return volatility. In line with the investment return objective and risk parameters, the pension plans’ mix of assets includes a diversified portfolio of equity and fixed-income investments. Equity securities include international stocks and a blend of U.S. growth and value stocks of various sizes of capitalization. Fixed income securities include bonds and notes issued by



110
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the U.S. government and its agencies, corporate bonds, and mortgage-backed securities. The aggregate asset allocation is reviewed on an annual basis. As of December 31, 2018,2019, the target allocations for plan assets under our primary pension plan are 70 percent equity securities and 30 percent fixed income investments.


The expected long-term rate of return on plan assets is based on a forward-looking expected asset return model. This model derives an expected rate of return based on the target asset allocation of a plan’s assets.



108
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The underlying assumptions regarding expected rates of return for each asset class reflect Aon’s best expectations for these asset classes. The model reflects the positive effect of periodic rebalancing among diversified asset classes. We select an expected asset return that is supported by this model.


Defined Contribution Plans
We have defined contribution plans that cover most of our employees. Our contributions to these plans are based on employees’ compensation and/or a partial match of employee contributions to the plans. Our contributions to these defined contribution plans were $74$77 million, $74 million, and $70 million, and $67 million for the years ended December 31, 20182019, 20172018, and 20162017, respectively.


14.STOCK-BASED COMPENSATION


Overview
Under our 2011 Omnibus Stock Incentive Plan (the OSIP), various stock and stock-based awards may be granted to employees and non-employee directors. Awards available under the OSIP include, but are not limited to, (i) restricted stock that vests over a period determined by our compensation committee, (ii) performance awards that vest upon the achievement of an objective performance goal, (iii) options to purchase shares of common stock, (iv) dividend equivalent rights, and (v) stock appreciation rights.unit awards. The OSIP was approved by our stockholders on April 28, 2011 and re-approved by our stockholders on May 12, 2016. As of December 31, 2018,8,532,5422019,7,740,665 shares of our common stock remained available to be awarded under the OSIP.


We also maintain otheranother stock-based compensation plansplan under which previously granted equity awards remain outstanding. NoNaN additional grants may be awarded under these plans.this plan.




111
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table reflects activity related to our stock-based compensation arrangements (in millions):
 Year Ended December 31,
 2019 2018 2017
Stock-based compensation expense:     
Restricted stock$64
 $63
 $58
Performance awards23
 22
 19
Stock options and other awards2
 1
 —
Total stock-based compensation expense$89
 $86
 $77
Tax benefit recognized on stock-based compensation expense$19
 $18
 $27
Tax benefit realized for tax deductions resulting from
exercises and vestings
17
 32
 44
Effect of tax deductions in excess of recognized
stock-based compensation expense
7
 20
 24





109
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Year Ended December 31,
 2018 2017 2016
Stock-based compensation expense:     
Restricted stock$63
 $58
 $52
Performance awards22
 19
 15
Stock options and other awards1
 —
 1
Total stock-based compensation expense$86
 $77
 $68
Tax benefit recognized on stock-based compensation expense$18
 $27
 $24
Tax benefit realized for tax deductions resulting from
exercises and vestings
32
 44
 33
Effect of tax deductions in excess of recognized
stock-based compensation expense
20
 24
 22


The following is a discussion of our significant stock-based compensation arrangement.


Restricted Stock
Restricted stock is granted to employees and non-employee directors. Restricted stock granted to employees vests in accordance with individual written agreements between the participants and us, usually in equal annual installments over a period of three years beginning one year after the date of grant. Restricted stock granted to our non-employee directors vests in equal annual installments over a period of three years beginning one year after the date of grant. The fair value of each restricted stock per share is equal to the market price of our common stock. A summary of the status of our restricted stock awards is presented in the following table.





Number of
Shares
 
Weighted-
Average
Grant-Date
Fair Value
Per Share
Nonvested shares as of January 1, 20191,176,578
 $80.70
Granted677,482
 98.75
Vested(757,217) 78.54
Forfeited(4,989) 83.18
Nonvested shares as of December 31, 20191,091,854
 93.38






Number of
Shares
 
Weighted-
Average
Grant-Date
Fair Value
Per Share
Nonvested shares as of January 1, 20181,401,040
 $69.82
Granted628,908
 92.12
Vested(843,709) 71.26
Forfeited(9,661) 69.97
Nonvested shares as of December 31, 20181,176,578
 80.70


As of December 31, 2018,2019, there was $56$59 million of unrecognized compensation cost related to outstanding unvested restricted stock awards, which is expected to be recognized over a weighted-average period of approximately two years.




112
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table reflects activity related to our restricted stock:
 Year Ended December 31,
 2019 2018 2017
Weighted-average grant-date fair value per share of
restricted stock granted
$98.75
 $92.12
 $79.32
Fair value of restricted stock vested (in millions)74
 80
 71





110
 Year Ended December 31,
 2018 2017 2016
Weighted-average grant-date fair value per share of
restricted stock granted
$92.12
 $79.32
 $59.00
Fair value of restricted stock vested (in millions)80
 71
 46

15.INCOME TAXES

Tax Reform
On December 22, 2017, Tax Reform was enacted, which resulted in significant changes to the U.S. Internal Revenue Code of 1986, as amended (the Code) and was effective beginning on January 1, 2018. The most significant changes affecting us are as follows:
reduction in the statutory income tax rate from 35 percent to 21 percent;

repeal of the manufacturing deduction;

deduction for all of the costs to acquire or construct certain business assets in the year they are placed in service through 2022;

shift from a worldwide system of taxation to a territorial system of taxation, resulting in a minimum tax on the income of international subsidiaries (the GILTI tax) rather than a tax deferral on such earnings in certain circumstances; and

assessment of a one-time transition tax on deemed repatriated earnings and profits from our international subsidiaries.

The following narrative describes the activity that occurred with respect to Tax Reform for the years ended December 31, 2017 and 2018.

We reflected an overall income tax benefit of $1.9 billion for the year ended December 31, 2017 with respect to Tax Reform as a result of the following:
We remeasured our U.S. deferred tax assets and liabilities using the 21 percent rate, which resulted in a tax benefit and a reduction to our net deferred tax liabilities of $2.6 billion.
We recognized a one-time transition tax of $734 million on the deemed repatriation of previously undistributed accumulated earnings and profits of our international subsidiaries based on approximately $4.7 billion of the combined earnings and profits of our international subsidiaries that had not been distributed to us. This transition tax will be remitted to the Internal Revenue Service (IRS) over the eight-year period provided in the Code, with the first annual remittance being paid in 2018.
We accrued withholding tax of $47 million on a portion of the cash held by one of our international subsidiaries that we have deemed to not be permanently reinvested in our operations in that country.



113
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


15.INCOME TAXES
Because of the significant and complex changes to the Code from Tax Reform, including the need for regulatory guidance from the IRS to properly account for many of the provisions, the SEC issued Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” that was codified through the issuance of ASU No. 2018-05 as described in Note 1. Specifically, ASU No. 2018-05 required that the effects of Tax Reform be recorded for items where the accounting was complete, as well as for items where a reasonable estimate could be made (referred to as provisional amounts). For items where reasonable estimates could not be made, provisional amounts were not recorded and those items continued to be accounted for under the Code prior to changes from Tax Reform until a reasonable estimate could be made. During the fourth quarter of 2018, we completed our accounting for the income tax effects of Tax Reform, and we reflected an overall income tax benefit of$12 million for the year ended December 31, 2018 with respect to Tax Reform.

The following table summarizes the components of our adjustment (in millions) to reflect the effects of Tax Reform for the years ended December 31, 2018 and 2017, including whether such amounts were complete, provisional, or incomplete. The amounts presented for 2018 were completed during the fourth quarter of 2018.
 
Year Ended December 31,
 
Cumulative
Tax Reform
Adjustment
 2017 2018 
 
Accounting
Status
 Amount 
Accounting
Status
 Amount 
Income tax benefit from the remeasurement of
U.S. deferred income tax assets and liabilities
Complete $(2,643) Complete $—
 $(2,643)
Tax on the deemed repatriation of the
accumulated earnings and profits of our
international subsidiaries
Provisional 734
 Complete 6
 740
Recognition of foreign withholding tax, net of
U.S. federal tax benefit
Complete 47
 Complete —
 47
Deductibility of certain executive compensation
expense
Incomplete —
 Complete 5
 5
Income tax expense associated with the statutory
income tax rate differential on accrual to
return adjustments that were identified upon
completion of our U.S. federal income
tax return in 2018
Incomplete —
 Complete 9
 9
Foreign tax credit available to offset the tax on
deemed repatriation of the accumulated
earnings and profits of our international
subsidiaries
Incomplete —
 Complete (32) (32)
Tax Reform benefit  $(1,862)   $(12) $(1,874)



114
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income Statement Components
Income before income tax expense (benefit) was as follows (in millions):
 Year Ended December 31,
 2019 2018 2017
U.S. operations$2,496
 $3,168
 $2,283
International operations990
 1,064
 924
Income before income tax expense (benefit)$3,486
 $4,232
 $3,207

 Year Ended December 31,
 2018 2017 2016
U.S. operations$3,168
 $2,283
 $1,733
International operations1,064
 924
 1,449
Income before income tax expense (benefit)$4,232
 $3,207
 $3,182


Statutory income tax rates applicable to the countries in which we operate were as follows:
 Year Ended December 31,
 2019 2018 2017
U.S.21% 21% 35%
Canada15% 15% 15%
U.K.19% 19% 19%
Ireland13% 13% 13%
Peru30% 30% n/a
Mexico30% 30% n/a

 Year Ended December 31,
 2018 2017 2016
U.S.21% 35% 35%
Canada15% 15% 15%
U.K.19% 19% 20%
Ireland13% 13% 13%
Peru30% n/a
 n/a
Mexico30% n/a
 n/a
Aruban/a
 n/a
 7%


The following is a reconciliation of income tax expense (benefit) computed by applying statutory income tax rates as reflected in the preceding table to actual income tax expense (benefit) related to our operations (in millions):
Year Ended December 31, 2018U.S. International Total
U.S. International TotalAmount Percent Amount Percent Amount Percent
Amount Percent Amount Percent Amount Percent
Year ended December 31, 2019           
Income tax expense at statutory rates$665
 21.0 % $163
 15.3% $828
 19.6 %$524
 21.0 % $147
 14.8 % $671
 19.2 %
U.S. state and Canadian provincial
tax expense, net of federal
income tax effect
44
 1.4 % 80
 7.5% 124
 2.9 %16
 0.7 % 88
 8.9 % 104
 3.0 %
Permanent differences(9) (0.3)% —
 —
 (9) (0.2)%(36) (1.5)% 10
 1.0 % (26) (0.7)%
GILTI tax(a)67
 2.1 % —
 —
 67
 1.6 %115
 4.6 % —
 —
 115
 3.3 %
Foreign tax credits(50) (1.6)% —
 —
 (50) (1.2)%(95) (3.8)% —
 —
 (95) (2.7)%
Effects of Tax Reform(12) (0.4)% —
 —
 (12) (0.3)%
Repatriation withholding tax45
 1.8 % —
 —
 45
 1.3 %
Tax effects of income associated
with noncontrolling interests
(49) (1.5)% —
 —
 (49) (1.2)%(77) (3.1)% 2
 0.2 % (75) (2.2)%
Other, net(23) (0.7)% 3
 0.3% (20) (0.5)%(36) (1.4)% (1) (0.1)% (37) (1.1)%
Income tax expense$633
 20.0 % $246
 23.1% $879
 20.7 %$456
 18.3 % $246
 24.8 % $702
 20.1 %

__________________________
(a)See note on page 112.






115111
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Year Ended December 31, 2017U.S. International Total
U.S. International TotalAmount Percent Amount Percent Amount Percent
Year ended December 31, 2018           
Income tax expense at statutory rates$665
 21.0 % $163
 15.3% $828
 19.6 %
U.S. state and Canadian provincial
tax expense, net of federal
income tax effect
44
 1.4 % 80
 7.5% 124
 2.9 %
Permanent differences(9) (0.3)% —
 —
 (9) (0.2)%
GILTI tax (a)67
 2.1 % —
 —
 67
 1.6 %
Foreign tax credits(50) (1.6)% —
 —
 (50) (1.2)%
Effects of Tax Reform (a)(12) (0.4)% —
 —
 (12) (0.3)%
Tax effects of income associated
with noncontrolling interests
(49) (1.5)% —
 —
 (49) (1.2)%
Other, net(23) (0.7)% 3
 0.3% (20) (0.5)%
Income tax expense$633
 20.0 % $246
 23.1% $879
 20.7 %
Amount Percent Amount Percent Amount Percent           
Year ended December 31, 2017           
Income tax expense at statutory rates$799
 35.0 % $158
 17.1% $957
 29.8 %$799
 35.0 % $158
 17.1% $957
 29.8 %
U.S. state and Canadian provincial
tax expense, net of federal
income tax effect
37
 1.6 % 46
 5.0% 83
 2.6 %37
 1.6 % 46
 5.0% 83
 2.6 %
Permanent differences:        

             
Manufacturing deduction(42) (1.8)% —
 —
 (42) (1.3)%(42) (1.8)% —
 —
 (42) (1.3)%
Other(9) (0.4)% —
 —
 (9) (0.3)%(9) (0.4)% —
 —
 (9) (0.3)%
Change in tax law(1,862) (81.6)% —
 —
 (1,862) (58.1)%
Change in tax law (a)(1,862) (81.6)% —
 —
 (1,862) (58.1)%
Tax effects of income associated
with noncontrolling interests
(31) (1.4)% —
 —
 (31) (1.0)%(31) (1.4)% —
 —
 (31) (1.0)%
Other, net(52) (2.3)% 7
 0.8% (45) (1.4)%(52) (2.3)% 7
 0.8% (45) (1.4)%
Income tax expense (benefit)$(1,160) (50.9)% $211
 22.9% $(949) (29.7)%$(1,160) (50.9)% $211
 22.9% $(949) (29.7)%

__________________________
(a)
See “Tax Reform” below for a discussion of the changes in tax law in the U.S. that were enacted in December 2017.


 Year Ended December 31, 2016
 U.S. International Total
 Amount Percent Amount Percent Amount Percent
Income tax expense at statutory rates$606
 35.0 % $256
 17.7 % $862
 27.1 %
U.S. state and Canadian provincial
tax expense, net of federal
income tax effect
5
 0.3 % 31
 2.1 % 36
 1.1 %
Permanent differences:        

  
Manufacturing deduction(22) (1.3)% —
 —
 (22) (0.7)%
Other(3) (0.2)% (10) (0.7)% (13) (0.4)%
Change in tax law—
 —
 (7) (0.5)% (7) (0.2)%
Tax effects of income associated
with noncontrolling interests
(44) (2.5)% —
 —
 (44) (1.4)%
Other, net(37) (2.1)% (10) (0.7)% (47) (1.5)%
Income tax expense$505
 29.2 % $260
 17.9 % $765
 24.0 %





116112
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Components of income tax expense (benefit) related to our operations were as follows (in millions):
 U.S. International Total
Year ended December 31, 2019     
Current:     
Country$145
 $186
 $331
U.S. state / Canadian provincial37
 100
 137
Total current182
 286
 468
Deferred:     
Country290
 (28) 262
U.S. state / Canadian provincial(16) (12) (28)
Total deferred274
 (40) 234
Income tax expense$456
 $246
 $702
      
Year ended December 31, 2018     
Current:     
Country$432
 $141
 $573
U.S. state / Canadian provincial37
 66
 103
Total current469
(a)207
 676
Deferred:     
Country145
 25
 170
U.S. state / Canadian provincial19
 14
 33
Total deferred164
(b)39
 203
Income tax expense$633
 $246
 $879
      
Year ended December 31, 2017     
Current:     
Country$1,305
 $194
 $1,499
U.S. state / Canadian provincial34
 61
 95
Total current1,339
(a)255
 1,594
Deferred:     
Country(2,522) (29) (2,551)
U.S. state / Canadian provincial23
 (15) 8
Total deferred(2,499)(b)(44) (2,543)
Income tax expense (benefit)$(1,160) $211
 $(949)

 Year Ended December 31, 2018
 U.S. International Total
Current:     
Country$432
 $141
 $573
U.S. state / Canadian provincial37
 66
 103
Total current469
(a)207
 676
Deferred:     
Country145
 25
 170
U.S. state / Canadian provincial19
 14
 33
Total deferred164
(b)39
 203
Income tax expense$633
 $246
 $879

 Year Ended December 31, 2017
 U.S. International Total
Current:     
Country$1,305
 $194
 $1,499
U.S. state / Canadian provincial34
 61
 95
Total current1,339
(a)255
 1,594
Deferred:     
Country(2,522) (29) (2,551)
U.S. state / Canadian provincial23
 (15) 8
Total deferred(2,499)(b)(44) (2,543)
Income tax expense (benefit)$(1,160) $211
 $(949)
___________________________ 
(a)
Current income tax expense includes a $21 million benefit and a $781 million expense related to our Tax Reform adjustment for the years ended December 31, 2018 and 2017, respectively, as described in “Tax Reform” above. below.
(b)
Deferred income tax expense (benefit) includes a $9 million expense and a $2.6 billion benefit related to our Tax Reform adjustment for the years ended December 31, 2018 and 2017, respectively, as described in “Tax Reform” above. below.







117113
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Year Ended December 31, 2016
 U.S. International Total
Current:     
Country$294
 $194
 $488
U.S. state / Canadian provincial12
 35
 47
Total current306
 229
 535
Deferred:     
Country203
 35
 238
U.S. state / Canadian provincial(4) (4) (8)
Total deferred199
 31
 230
Income tax expense$505
 $260
 $765


Income Taxes Paid (Refunded)
Income taxes paid to (received from) U.S. and international taxing authorities were as follows (in millions):
 Year Ended December 31,
 2019 2018 2017
U.S.$(298)(a)$1,016
 $239
International182
 345
 171
Income taxes paid (refunded), net$(116) $1,361
 $410

 Year Ended December 31,
 2018 2017 2016
U.S.$1,016
 $239
 $241
International345
 171
 203
Income taxes paid, net$1,361
 $410
 $444
__________________________
(a)
This amount includes a refund of $348 million, including interest, that we received related to the settlement of the combined audit of our U.S. federal income tax returns for 2010 and 2011. See “Tax Returns Under Audit – U.S. Federal” below.





118
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred Income Tax Assets and Liabilities
The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in millions):
 December 31,
 2019 2018
Deferred income tax assets:   
Tax credit carryforwards$683
 $644
Net operating losses (NOLs)582
 523
Inventories141
 101
Compensation and employee benefit liabilities213
 175
Environmental liabilities69
 71
Other156
 141
Total deferred income tax assets1,844
 1,655
Valuation allowance(1,200) (1,111)
Net deferred income tax assets644
 544
    
Deferred income tax liabilities:   
Property, plant, and equipment4,924
 4,589
Deferred turnaround costs331
 316
Inventories217
 287
Investments122
 142
Other153
 172
Total deferred income tax liabilities5,747
 5,506
Net deferred income tax liabilities$5,103
 $4,962





114
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 December 31,
 2018 2017
Deferred income tax assets:   
Tax credit carryforwards$644
 $69
Net operating losses (NOLs)523
 492
Inventories101
 135
Compensation and employee benefit liabilities175
 179
Environmental liabilities71
 47
Other141
 112
Total deferred income tax assets1,655
 1,034
Valuation allowance(1,111) (498)
Net deferred income tax assets544
 536
    
Deferred income tax liabilities:   
Property, plant, and equipment4,589
 4,545
Deferred turnaround costs316
 272
Inventories287
 243
Investments142
 77
Other172
 107
Total deferred income tax liabilities5,506
 5,244
Net deferred income tax liabilities$4,962
 $4,708


We had the following income tax credit and loss carryforwards as of December 31, 20182019 (in millions):
 Amount Expiration
U.S. state income tax credits (gross amount)$89
 2020 through 2033
U.S. state income tax credits (gross amount)17
 Unlimited
U.S. foreign tax credits598
 2027
U.S. state NOLs (gross amount)10,913
 2020 through 2039

 Amount Expiration
U.S. state income tax credits$80
 2019 through 2031
U.S. state income tax credits6
 Unlimited
U.S. foreign tax credits575
 2027
U.S. state NOLs (gross amount)10,039
 2019 through 2038


We have recorded a valuation allowance as of December 31, 20182019 and 20172018 due to uncertainties related to our ability to utilize some of our deferred income tax assets primarily consisting ofassociated with our U.S. foreign tax credits and certain U.S. state income tax credits and NOLs before they expire. The valuation allowance is based on our estimates of future taxable income in the various jurisdictions in which we operate and the period over which deferred income tax assets will be recoverable. The valuation allowance increased by $89 million in 2019 primarily due to an increase in excess U.S. foreign tax credits as well as U.S. state income tax NOLs.

As a part of the completion of thecompleting our accounting for the income tax effects of Tax Reform in 2018 as described in “Tax Reform” above, below, we assessed theour ability ofto use our available foreign tax credits to offset the tax on the deemed repatriation of the accumulated earnings and profits of



119
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

our international subsidiaries. The completion of such accounting resulted in U.S. general limitationsubsidiaries and concluded that our foreign tax credit carryforwards were not more likely than not to be realized, and we recorded a correlatingfull valuation allowance provided on the balance ofagainst the deferred income tax asset related toassociated with those carryforwards as it is not more likely than not that the deferred income tax asset will be realized. The valuation allowance increased by $613 million,primarily due to approximately $575 million of excess U.S. foreign tax credits. Foreign tax credits as of December 31, 2017 were used to offset the one-time transition tax, and excess tax credits were generated on the transition tax inclusion. Tax Reform imposes certain limits on a company’s use of foreign tax credits in the future, including any excess credits generated from the mandatory income inclusion of previously deferred foreign earnings. The realization of net deferred income tax assets related to state income tax credits and NOLs recorded as of December 31, 2018 is primarily dependent upon our ability to generate future taxable income in certain U.S. states.carryforwards.


As described in “Tax Reform” above, below, one of the most significant changes in Tax Reform was the shift from a worldwide system of taxation to a hybrid territorial system. The shift to a hybrid territorial system allows us to distribute cash via a dividend from our international subsidiaries with a full dividend received deduction.deduction in the U.S. As a result, we will not recognize U.S. federal deferred taxes for the future tax consequences attributable to differences between financial statement carrying amountsundistributed earnings of existing assets and liabilities and the respective tax bases for our international subsidiaries. However, there may be a cost to repatriate the undistributed earnings of certain of our international subsidiaries to us, including, but not limited to, withholding taxes imposed by certain international jurisdictions and U.S. state income taxes. As of December 31, 2017, we recognized a one-time transition tax of $734 million on approximately $4.7 billion of combined earnings and profits of our international subsidiaries. In the fourth quarter of 2018, the one-time transition tax was increased by $6 million. Also, in the fourth quarter, we recorded a foreign tax credit of $32 million related to the one-time transition tax. Because of the deemed repatriation of these accumulated earnings and profits, there are no longer any U.S. federal income tax consequences associated with the repatriation of any of the $2.4 billion of cash and cash equivalents held by our international subsidiaries as of December 31, 2018. However, certain countries in which our international subsidiaries are organized impose withholding taxes on cash distributed outside of those countries. As of December 31, 2018,2019, the cumulative undistributed earnings of these subsidiaries were approximately $5.3 billion. We have accrued for withholding taxes on a portion of the cash held by one of our international subsidiaries that we have deemed to not beis considered permanently reinvested in our operations in that country. The remaining cash held by that subsidiary as well as our other international subsidiaries will be permanently reinvested in our operations in those countries.countries were approximately $4.2 billion. It is not practicable to estimate the amount of additional tax that would be payable on those earnings, if distributed.








120115
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Unrecognized Tax Benefits
Change in Unrecognized Tax Benefits
The following is a reconciliation of the change in unrecognized tax benefits, excluding related penaltiesinterest and interest,penalties, (in millions):
 Year Ended December 31,
 2019 2018 2017
Balance as of beginning of year$970
 $941
 $936
Additions for tax positions related to the current year19
 23
 33
Additions for tax positions related to prior years30
 28
 15
Reductions for tax positions related to prior years(101) (19) (42)
Reductions for tax positions related to the lapse of
applicable statute of limitations
(14) (1) (1)
Settlements(7) (2) —
Balance as of end of year$897
 $970
 $941

 Year Ended December 31,
 2018 2017 2016
Balance as of beginning of year$941
 $936
 $964
Additions based on tax positions related to the current year23
 33
 36
Additions for tax positions related to prior years28
 15
 11
Reductions for tax positions related to prior years(19) (42) (46)
Reductions for tax positions related to the lapse of
applicable statute of limitations
(1) (1) (3)
Settlements(2) —
 (237)
Reclassification of uncertain tax receivable to long-term
receivable from IRS
—
 —
 211
Balance as of end of year$970
 $941
 $936


Liability for Unrecognized Tax Benefits
The following is a reconciliation of unrecognized tax benefits to our liability for unrecognized tax benefits presented in our balance sheets (in millions).
 December 31,
 2019 2018
Unrecognized tax benefits$897
 $970
Tax refund claims not yet filed but that we intend to file(29) (277)
Interest and penalties100
 88
Liability for unrecognized tax benefits presented in our balance sheets$968
 $781


Our liability for unrecognized tax benefits is reflected in the following balance sheet line items (in millions):
 December 31,
 2019 2018
Income taxes payable$—
 $42
Other long-term liabilities954
 721
Deferred tax liabilities14
 18
Liability for unrecognized tax benefits presented in our balance sheets$968
 $781


As of December 31, 2018, the balance in2019, our liability for unrecognized tax benefits included $277includes $525 million of tax refunds that we intend to claim by amending various of our income tax returns for 2010 through 2016. We intend to propose thatrefund claims associated with taxes paid on incentive payments received from the U.S. federal government for blending biofuels into refined petroleum products be excluded from taxable income during these periods. However,products. We recorded a tax refund receivable of $525 million in connection with our refund claims, but we also recorded a liability for unrecognized tax benefits of $525 million due to the complexity of this matter and uncertainties with respect to the interpretation of the Code, we concluded that thesustaining these refund claims included in the following table cannot be recognized inclaims. Therefore, our financial statements. As a result, these amounts are not included in our uncertain tax position liabilities as of December 31, 2018, 2017, and 2016 even though they are reflected in the preceding table.

The following is a reconciliation of unrecognized tax benefits reflected in the preceding table to our uncertain tax position liabilities that are presented in our balance sheets (in millions).

 December 31,
 2018 2017
Unrecognized tax benefits$970
 $941
Tax refund claim not presented in our balance sheets(277) (274)
Other88
 77
Uncertain tax position liabilities presented in our balance sheets$781
 $744





121116
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Amounts recognizedfinancial position, results of operations, and liquidity will not be negatively impacted if we are unsuccessful in our balance sheets for uncertain tax positions include (in millions):sustaining these refund claims.

 December 31,
 2018 2017
Income taxes payable$42
 $—
Other long-term liabilities721
 723
Deferred tax liabilities18
 21
Uncertain tax position liabilities presented in our balance sheets$781
 $744

Other Disclosures
As of December 31, 2019 and 2018, and 2017, there were $807was $762 million and $793$807 million, respectively, of unrecognized tax benefits that if recognized would affectreduce our annual effective tax rate.


PenaltiesInterest and interestpenalties incurred during the years ended December 31, 2018, 2017, and 2016 were immaterial. Accrued penalties and interest totaled $88 million and $77 million as of December 31,2019, 2018, and 2017 respectively, excluding the U.S. federal and state income tax effects related to interest.was immaterial.


During the next 12 months, it isAlthough reasonably possible, we do not anticipate that any of our tax audit resolutions could reduceaudits will be resolved in 2020 that would result in a reduction in our liability for unrecognized tax benefits excluding interest, either becausedue to the tax positions arebeing sustained on audit or because we agreedue to our agreement of their disallowance. WeShould any reductions occur, we do not expect these reductions tothey would have a significant impact on our financial statements because such reductions would not significantly affect our annual effective tax rate.


Tax Returns Under Audit
U.S. Federal
In 2019, we settled the combined audit related to our U.S. federal income tax returns for 2010 and 2011 and received a refund of $348 million, including interest. We did not have a significant change to our liability for unrecognized tax benefits upon settlement of the audit. As of December 31, 2018,2019,our U.S. federal income tax returns for 20102012 through 2015 were under audit by the IRS. The IRS has proposed adjustments to our taxable income for certain open years. Weand we are currently contesting the proposed adjustments with the Office of Appeals of the IRS for certain open years and do not expect that the ultimate disposition of these adjustments will result in a material change to our financial position, results of operations, or liquidity. We are continuing to workworking with the IRS to resolve these matters and wematters. We believe that theythese matters will be resolved for amounts consistent with recorded amounts ofour liability for unrecognized tax benefits associated with these matters.


We have amended our U.S federal income tax returns for 2005 through 20092011 to exclude from taxable income incentive payments received from the U.S. federal government for blending alcohol fuel mixtures. Thesebiofuels into refined petroleum products, and we have claimed $525 million in refunds. The 2005 through 2009 amended return refund claims have been disallowed by the IRS and we are currently protestingevaluating our options to contest the disallowance of these adjustments. AnAs noted above in the discussion of our liability for unrecognized tax benefits, an ultimate disallowance of the exclusion from incomethese refund claims would not result in a material change tonegatively impact our financial position, results of operations, orand liquidity.


U.S. State
As of December 31, 2018,2019, our California tax returns for 2004 through 2008 and 2011 through 20142016 were under audit by the state of California. We do not expect the ultimate disposition of these audits will result in a material change to our financial position, results of operations, or liquidity. We believe these audits will be resolved for amounts consistent with our recorded amounts ofthe liability for unrecognized tax benefits associated with these audits.




122
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


International
As of December 31, 2018,2019, our Canadian subsidiary’s federal tax returns for 2013 and 2014through 2016 were under audit by the Canada Revenue Agency (CRA) and our Quebec provincial tax returns for 2013 through 2016 were under audit by Revenue Quebec. We are currently protesting the proposed adjustments by the CRA for 2013 and 2014 and we do not expect the ultimate disposition of these adjustments will result in a material change to our financial position, results of operations, or liquidity.




117
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Tax Reform
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (Tax Reform) was enacted, which resulted in significant changes to the Code and was effective beginning on January 1, 2018. The most significant changes affecting us are as follows:
reduction in the statutory income tax rate from 35 percent to 21 percent;

assessment of a one-time transition tax on deemed repatriated earnings and profits from our international subsidiaries;

shift from a worldwide system of taxation to a hybrid territorial system of taxation, resulting in a minimum tax on the income of international subsidiaries (the GILTI tax) rather than a tax deferral on such earnings in certain circumstances;

deduction for all of the costs to acquire or construct certain business assets in the year they are placed in service through 2022; and

repeal of the manufacturing deduction;

The following narrative describes the activity that occurred with respect to Tax Reform for the years ended December 31, 2017 and 2018.

We reflected an overall income tax benefit of $1.9 billion for the year ended December 31, 2017 with respect to Tax Reform as a result of the following:
We remeasured our U.S. deferred tax assets and liabilities using the 21 percent rate, which resulted in a tax benefit and a reduction to our net deferred tax liabilities of $2.6 billion.
We recognized a one-time transition tax of $734 million on the deemed repatriation of previously undistributed accumulated earnings and profits of our international subsidiaries based on approximately $4.7 billion of the combined earnings and profits of our international subsidiaries that had not been distributed to us. This transition tax will be remitted to the Internal Revenue Service (IRS) over the eight-year period provided in the Code, with the first annual remittance paid in 2018.
We accrued withholding tax of $47 million on a portion of the earnings of one of our international subsidiaries that we have deemed to not be permanently reinvested in our operations in that country.

Because of the significant and complex changes to the Code from Tax Reform, including the need for regulatory guidance from the IRS to properly account for many of the provisions, the SEC issued Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” which required that the effects of Tax Reform be recorded for items where the accounting was complete, as well as for items where a reasonable estimate could be made (referred to as provisional amounts). For items where reasonable estimates could not be made, provisional amounts were not recorded and those items continued to be accounted for under the Code prior to changes from Tax Reform until a reasonable estimate could be made.




118
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the components of our adjustment (in millions) to reflect the effects of Tax Reform for the years ended December 31, 2018 and 2017, including whether such amounts were complete, provisional, or incomplete. The amounts presented for 2018 were completed during the fourth quarter of 2018.
 
Year Ended December 31,
 
Cumulative
Tax Reform
Adjustment
 2017 2018 
 
Accounting
Status
 Amount 
Accounting
Status
 Amount 
Income tax benefit from the remeasurement of
U.S. deferred income tax assets and liabilities
Complete $(2,643) Complete $—
 $(2,643)
Tax on the deemed repatriation of the
accumulated earnings and profits of our
international subsidiaries
Provisional 734
 Complete 6
 740
Recognition of foreign withholding tax, net of
U.S. federal tax benefit
Complete 47
 Complete —
 47
Deductibility of certain executive compensation
expense
Incomplete —
 Complete 5
 5
Income tax expense associated with the statutory
income tax rate differential on accrual to
return adjustments that were identified upon
completion of our U.S. federal income
tax return in 2018
Incomplete —
 Complete 9
 9
Foreign tax credit available to offset the tax on
deemed repatriation of the accumulated
earnings and profits of our international
subsidiaries
Incomplete —
 Complete (32) (32)
Tax Reform benefit  $(1,862)   $(12) $(1,874)





119
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.EARNINGS PER COMMON SHARE


Earnings per common share were computed as follows (dollars and shares in millions, except per share amounts):
 Year Ended December 31,
 2019 2018 2017
Earnings per common share     
Net income attributable to Valero stockholders$2,422

$3,122

$4,065
Less: Income allocated to participating securities7
 9
 14
Net income available to common shareholders$2,415
 $3,113
 $4,051
      
Weighted-average common shares outstanding413
 426
 442
      
Earnings per common share$5.84
 $7.30
 $9.17
      
Earnings per common share – assuming dilution     
Net income attributable to Valero stockholders$2,422
 $3,122
 $4,065
      
Weighted-average common shares outstanding413
 426
 442
Effect of dilutive securities1
 2
 2
Weighted-average common shares outstanding –
assuming dilution
414
 428
 444
      
Earnings per common share – assuming dilution$5.84
 $7.29
 $9.16
 Year Ended December 31,
 2018 2017 2016
Earnings per common share:     
Net income attributable to Valero stockholders$3,122

$4,065

$2,289
Less income allocated to participating securities9
 14
 7
Net income available to common shareholders$3,113
 $4,051
 $2,282
      
Weighted-average common shares outstanding426
 442
 461
      
Earnings per common share$7.30
 $9.17
 $4.94
      
Earnings per common share – assuming dilution:     
Net income attributable to Valero stockholders$3,122
 $4,065
 $2,289
      
Weighted-average common shares outstanding426
 442
 461
Effect of dilutive securities2
 2
 3
Weighted-average common shares outstanding –
assuming dilution
428
 444
 464
      
Earnings per common share – assuming dilution$7.29
 $9.16
 $4.94

Participating securities include restricted stock and performance awards granted under our 2011 Omnibus Stock Incentive Plan. Dilutive securities include participating securities as well as outstanding stock options granted under our 2011 Omnibus Stock Incentive Plan.





123
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17.REVENUES AND SEGMENT INFORMATION


Revenue from Contracts with Customers
Disaggregation of Revenue
Revenue is presented in the table below under “Segment Information” disaggregated by product because this is the level of disaggregation that management has determined to be beneficial to users of our financial statements.


Receivables from Contracts with Customers
Our receivables from contracts with customers are included in receivables, net“receivables, net” as presented in Note 4.3.





120
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contract Liabilities from Contracts with Customers
Our contract liabilities from contracts with customers are included in accrued expenses as presented in Note 8. Substantially all of the contract liabilities as of December 31, 2018 were recognized into revenue during the year ended December 31, 2019.

Remaining Performance Obligations
The majority of ourWe have spot and term contracts with customers, the majority of which are spot contracts and therefore havewith no remaining performance obligations. OurWe do not disclose remaining performance obligations for contracts with customers are primarily term contracts.that have terms of one year or less. The transaction price for theseour remaining term contracts includes an immateriala fixed amountcomponent and variable consideration (i.e., a commodity price). The variable consideration is, both of which are allocated entirely to a wholly unsatisfied promise to transfer a distinct good that forms part of a single performance obligation; therefore,obligation. The fixed component is not material and the variable consideration is not included in the remaining performance obligation. Ashighly uncertain. Therefore, as of December 31, 2018, after excluding contracts with an original expected duration of one year or less,2019, we have not disclosed the aggregate amount of the transaction price allocated to our remaining performance obligations was not material as the transaction price for these contracts includes only an immaterial fixed amount.obligations.


Segment Information
As of December 31, 2018,Effective January 1, 2019, we had threerevised our reportable segments –to align with certain changes in how our chief operating decision maker manages and allocates resources to our business. Accordingly, we created a new reportable segment — renewable diesel — because of the growing importance of renewable fuels in the market and the growth of our investments in renewable fuels production. The renewable diesel segment includes the operations of DGD, which were transferred from the refining segment on January 1, 2019. Also effective January 1, 2019, we no longer have a VLP segment, and we include the operations of VLP in our refining segment. This change was made because of the Merger Transaction with VLP, as described in Note 2, and the resulting change in how we manage VLP’s operations. We no longer manage VLP as a business but as logistics assets that support the operations of our refining segment. Our prior period segment information has been retrospectively adjusted to reflect our current segment presentation.

We have 3 reportable segments — refining, ethanol, and VLP.renewable diesel. Each segment is a strategic business unit that offers different products and services by employing unique technologies and marketing strategies and whose operations and operating performance are managed and evaluated separately. Operating performance is measured based on the operating income generated by the segment, which includes revenues and expenses that are directly attributable to the management of the respective segment. Intersegment sales are generally derived from transactions made at prevailing market rates. The following is a description of each segment’s business operations.


•
The refining segment includes the operations of our 15 petroleum refineries, the associated marketing activities, and logistics assets that support our refining operations. The principal products manufactured by our refineries and sold by this segment include gasolines and blendstocks, distillates, and other products.
•
The ethanol segment includes the operations of our 14 ethanol plants, the associated marketing activities, and logistics assets that support our ethanol operations. The principal products manufactured by our ethanol plants are ethanol and distillers grains. This segment sells some ethanol to the refining segment for blending into gasoline, which is sold to that segment’s customers as a finished gasoline product.

The refining segment includes the operations of our 15 petroleum refineries, the associated marketing activities, and certain logistics assets that support our refining operations that are not owned by VLP. The principal products manufactured by our refineries and sold by this segment include gasolines and blendstocks (e.g., conventional gasolines, premium gasolines, and gasoline meeting the specifications of the California Air Resources Board (CARB)), distillates (e.g., diesel, low-sulfur diesel, ultra-low-sulfur diesel, CARB diesel, jet fuel, and other distillates), and other products (e.g., asphalt, petrochemicals, lubricants, and other refined petroleum products).

The ethanol segment includes the operations of our 14 ethanol plants, the associated marketing activities, and logistics assets that support our ethanol operations. The principal products manufactured by our ethanol plants are ethanol and distillers grains. We sell some ethanol to our refining segment for blending into gasoline, which is sold to that segment’s customers as a finished gasoline product.




124121
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


•
The renewable diesel segment includes the operations of DGD, our consolidated joint venture as discussed in Note 12. The principal product manufactured by DGD and sold by this segment is renewable diesel. This segment sells some renewable diesel to the refining segment, which is then sold to that segment’s customers.
The VLP segment includes the results of VLP. VLP generates revenue from transportation and terminaling activities provided to our refining segment. All of VLP’s revenues are intersegment revenues that are generated under commercial agreements with our refining segment. Revenues generated under these agreements are eliminated in consolidation.


Operations that are not included in any of the reportable segments are included in the corporate category.


The following tables reflect information about our operating income and total expenditures for long-lived assets by reportable segment (in millions):
Refining Ethanol VLP 
Corporate
and
Eliminations
 TotalRefining Ethanol Renewable Diesel 
Corporate
and
Eliminations
 Total
Year ended December 31, 2018:         
Year ended December 31, 2019         
Revenues:                  
Revenues from external customers$113,601
 $3,428
 $—
 $4
 $117,033
$103,746
 $3,606
 $970
 $2
 $108,324
Intersegment revenues14
 210
 546
 (770) —
18
 231
 247
 (496) —
Total revenues113,615
 3,638
 546
 (766) 117,033
103,764
 3,837
 1,217
 (494) 108,324
Cost of sales:                  
Cost of materials and other102,489
 3,008
 —
 (765) 104,732
93,371
 3,239
 360
 (494) 96,476
Operating expenses (excluding depreciation
and amortization expense reflected below)
4,099
 470
 125
 (4) 4,690
4,289
 504
 75
 —
 4,868
Depreciation and amortization expense1,863
 78
 76
 —
 2,017
2,062
 90
 50
 —
 2,202
Total cost of sales108,451
 3,556
 201
 (769) 111,439
99,722
 3,833
 485
 (494) 103,546
Other operating expenses45
 —
 —
 —
 45
20
 1
 —
 —
 21
General and administrative expenses (excluding
depreciation and amortization expense reflected
below)
—
 —
 —
 925
 925
—
 —
 —
 868
 868
Depreciation and amortization expense—
 —
 —
 52
 52
—
 —
 —
 53
 53
Operating income by segment$5,119
 $82
 $345
 $(974) $4,572
$4,022
 $3
 $732
 $(921) $3,836
Total expenditures for long-lived assets (a)$2,935
 $373
 $24
 $44
 $3,376
$2,581
 $47
 $160
 $58
 $2,846
__________________________ 
(a)See note on page 123.
See note on page 126.






125122
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Refining Ethanol VLP 
Corporate
and
Eliminations
 TotalRefining Ethanol Renewable Diesel 
Corporate
and
Eliminations
 Total
Year ended December 31, 2017:         
Year ended December 31, 2018         
Revenues:                  
Revenues from external customers$90,651
 $3,324
 $—
 $5
 $93,980
$113,093
 $3,428
 $508
 $4
 $117,033
Intersegment revenues6
 176
 452
 (634) —
25
 210
 170
 (405) —
Total revenues90,657
 3,500
 452
 (629) 93,980
113,118
 3,638
 678
 (401) 117,033
Cost of sales:                  
Cost of materials and other80,865
 2,804
 —
 (632) 83,037
101,866
 3,008
 262
 (404) 104,732
Operating expenses (excluding depreciation
and amortization expense reflected below)
3,959
 443
 104
 (2) 4,504
4,154
 470
 66
 —
 4,690
Depreciation and amortization expense1,800
 81
 53
 —
 1,934
1,910
 78
 29
 —
 2,017
Total cost of sales86,624
 3,328
 157
 (634) 89,475
107,930
 3,556
 357
 (404) 111,439
Other operating expenses58
 —
 3
 —
 61
45
 —
 —
 —
 45
General and administrative expenses (excluding
depreciation and amortization expense reflected
below)
—
 —
 —
 829
 829
—
 —
 —
 925
 925
Depreciation and amortization expense—
 —
 —
 52
 52
—
 —
 —
 52
 52
Operating income by segment$3,975
 $172
 $292
 $(876) $3,563
$5,143
 $82
 $321
 $(974) $4,572
Total expenditures for long-lived assets (a)$1,710
 $84
 $110
 $44
 $1,948
$2,767
 $373
 $192
 $44
 $3,376
Year Ended December 31, 2016:         
Year ended December 31, 2017         
Revenues:                  
Revenues from external customers$71,968
 $3,691
 $—
 $—
 $75,659
$90,258
 $3,324
 $393
 $5
 $93,980
Intersegment revenues—
 210
 363
 (573) —
8
 176
 241
 (425) —
Total revenues71,968
 3,901
 363
 (573) 75,659
90,266
 3,500
 634
 (420) 93,980
Cost of sales:                  
Cost of materials and other63,405
 3,130
 —
 (573) 65,962
80,160
 2,804
 498
 (425) 83,037
Operating expenses (excluding depreciation
and amortization expense reflected below)
3,740
 415
 96
 —
 4,251
4,014
 443
 47
 —
 4,504
Depreciation and amortization expense1,734
 66
 46
 —
 1,846
1,824
 81
 29
 —
 1,934
Lower of cost or market inventory
valuation adjustment
(697) (50) —
 —
 (747)
Total cost of sales68,182
 3,561
 142
 (573) 71,312
85,998
 3,328
 574
 (425) 89,475
Other operating expenses61
 —
 —
 —
 61
General and administrative expenses (excluding
depreciation and amortization expense reflected
below)
—
 —
 —
 709
 709
—
 —
 —
 829
 829
Depreciation and amortization expense—
 —
 —
 48
 48
—
 —
 —
 52
 52
Asset impairment loss56
 —
 —
 —
 56
Operating income by segment$3,730
 $340
 $221
 $(757) $3,534
$4,207
 $172
 $60
 $(876) $3,563
Total expenditures for long-lived assets (a)$1,867
 $68
 $23
 $38
 $1,996
$1,732
 $84
 $88
 $44
 $1,948
__________________________ 
(a)Total expenditures for long-lived assets includes amounts related to capital expenditures,expenditures; deferred turnaround and catalyst costs,costs; and property, plant, and equipment for acquisitions.







126123
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table provides a disaggregation of revenues from external customers for our principal products by reportable segment (in millions). Refining and ethanol segment revenues are disaggregated for our principal products, and VLP segment revenues are disaggregated by activity type.
Year Ended December 31,Year Ended December 31,
2018 2017 20162019 2018 2017
Refining:          
Gasolines and blendstocks$46,606
 $40,366
 $33,450
$42,798
 $46,596
 $40,347
Distillates55,546
 42,074
 32,576
51,942
 55,037
 41,680
Other product revenues11,463
 8,217
 5,942
9,006
 11,460
 8,231
Total refining revenues113,615
 90,657
 71,968
103,746
 113,093
 90,258
Ethanol:          
Ethanol2,912
 2,940
 3,315
2,889
 2,713
 2,764
Distillers grains726
 560
 586
717
 715
 560
Total ethanol revenues3,638
 3,500
 3,901
3,606
 3,428
 3,324
VLP:     
Pipeline transportation124
 101
 78
Terminaling415
 348
 284
Storage and other7
 3
 1
Total VLP revenues546
 452
 363
Renewable diesel:     
Renewable diesel970
 508
 393
Corporate – other revenues4
 5
 —
2
 4
 5
Elimination of intersegment revenues(770) (634) (573)
Revenues$117,033
 $93,980
 $75,659
$108,324
 $117,033
 $93,980


Revenues by geographic area are shown in the following table (in millions). The geographic area is based on location of customer and no customer accounted for 10 percent or more of our revenues.
Year Ended December 31,Year Ended December 31,
2018 2017 20162019 2018 2017
U.S.$82,992
 $66,614
 $51,479
$77,173
 $82,992
 $66,614
Canada9,211
 7,039
 6,115
7,915
 9,211
 7,039
U.K. and Ireland15,208
 11,556
 10,797
13,584
 15,208
 11,556
Other countries9,622
 8,771
 7,268
9,652
 9,622
 8,771
Revenues$117,033
 $93,980
 $75,659
$108,324
 $117,033
 $93,980




127
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Long-lived assets include property, plant, and equipment and certain long-lived assets included in “deferred charges and other assets, net.” Long-lived assets by geographic area consisted of the following (in millions):
December 31,December 31,
2018 20172019 2018
U.S.$27,475
 $26,083
$27,485
 $27,475
Canada1,798
 1,915
1,886
 1,798
U.K. and Ireland1,113
 1,063
1,232
 1,113
Other countries266
 —
497
 266
Total long-lived assets$30,652
 $29,061
$31,100
 $30,652





124
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Total assets by reportable segment were as follows (in millions):
December 31,December 31,
2018 20172019 2018
Refining$42,673
 $40,382
$47,067
 $43,488
Ethanol1,691
 1,344
1,615
 1,691
VLP1,620
 1,517
Renewable diesel1,412
 787
Corporate and eliminations4,171
 6,915
3,770
 4,189
Total assets$50,155
 $50,158
$53,864
 $50,155


As of December 31, 20182019 and 2017,2018, our investments in unconsolidated joint ventures accounted for under the equity method were $542$942 million and $530$542 million, respectively, all of which related to the refining segment and are reflected in “deferred charges and other assets, net” as presented in Note 7.


Effective January 1, 2019, we revised our reportable segments to align with certain changes in how our chief operating decision maker manages and allocates resources to our business. Accordingly, we created a new reportable segment — renewable diesel — because of the growing importance of renewable fuels in the market and the growth of our investments in renewable fuels production. The renewable diesel segment includes the operations of DGD, our consolidated joint venture as discussed in Note 12. The operations of DGD have been included in the refining segment through December 31, 2018, but were transferred from that segment on January 1, 2019. Also effective January 1, 2019, we no longer have a VLP segment, and we include the operations of VLP in our refining segment. This change was made because of the Merger Transaction with VLP, as described in Note 2, and the resulting change in how we manage VLP’s operations. We no longer manage VLP as a business but as logistics assets that support the operations of our refining segment.




128
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18.SUPPLEMENTAL CASH FLOW INFORMATION


In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions):
 Year Ended December 31,
 2019 2018 2017
Decrease (increase) in current assets:     
Receivables, net$(1,468) $(457) $(870)
Inventories(385) (197) (516)
Prepaid expenses and other427
 (77) 151
Increase (decrease) in current liabilities:     
Accounts payable1,534
 304
 1,842
Accrued expenses(27) (113) 21
Taxes other than income taxes payable60
 (73) 172
Income taxes payable153
 (684) 489
Changes in current assets and current liabilities$294
 $(1,297) $1,289

 Year Ended December 31,
 2018 2017 2016
Decrease (increase) in current assets:     
Receivables, net$(457) $(870) $(1,531)
Inventories(197) (516) 771
Prepaid expenses and other(77) 151
 47
Increase (decrease) in current liabilities:     
Accounts payable304
 1,842
 1,556
Accrued expenses(113) 21
 117
Taxes other than income taxes payable(73) 172
 82
Income taxes payable(684) 489
 (66)
Changes in current assets and current liabilities$(1,297) $1,289
 $976


Cash flows related to interest and income taxes were as follows (in millions):
 Year Ended December 31,
 2019 2018 2017
Interest paid in excess of amount capitalized,
including interest on finance leases
$452
 $463
 $457
Income taxes paid (refunded), net (see Note 15)(116) 1,361
 410





125
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Year Ended December 31,
 2018 2017 2016
Interest paid in excess of amount capitalized$463
 $457
 $427
Income taxes paid, net1,361
 410
 444


Supplemental cash flow information related to our operating and finance leases was as follows (in millions):
Cash flows reflected as “other financing activities, net” for the year ended December 31, 2016 included the payment of a long-term liability of $137 million owed to a joint venture partner associated with an owner-method joint venture investment.

 
Year Ended
December 31, 2019
 
Operating
Leases
 
Finance
Leases
Cash paid for amounts included in the
measurement of lease liabilities:
   
Operating cash flows$441
 $50
Investing cash flows1
 —
Financing cash flows—
 34
Changes in lease balances resulting from new
and modified leases (a)
1,756
 239
Noncash investing and financing activities for the year ended December 31, 2018 included the recognition of (i) capital lease assets and related obligations totaling $63 million primarily for the lease of storage tanks as described in Note 9 and (ii) terminal assets and related obligation totaling $198 million under owner accounting as described in Note 10.___________________
(a)Includes noncash activity of $1.3 billion for operating lease ROU assets recorded on January 1, 2019 upon adoption of Topic 842.


Noncash investing and financing activities for the year ended December 31, 2019 also included the derecognition of the property, plant, and equipment and the related long-term liability associated with a build-to-suit lease arrangement with respect to the MVP Terminal, and the subsequent recognition of our investment in MVP, which is the unconsolidated joint venture that owns the MVP Terminal, as described in Note 10.

Noncash investing and financing activities for the years ended December 31, 2018 and 2017 included the recognition of (i) capitalfinance lease assets and related obligations totaling $502 million primarily for the lease of storage tanks as described in Note 9 and (ii) terminal assets and related obligation totaling $94 millionobligations under owner accounting as described in Note 10.


There were no significant noncash investing and financing activities for the year ended December 31, 2016.







129126
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


19.FAIR VALUE MEASUREMENTS


General
U.S. GAAP requires or permits certain assets and liabilities to be measured at fair value on a recurring or nonrecurring basis in our balance sheets, and those assets and liabilities are presented below under “Recurring Fair Value Measurements” and “Nonrecurring Fair Value Measurements.” Assets and liabilities measured at fair value on a recurring basis, such as derivative financial instruments, are measured at fair value at the end of each reporting period. Assets and liabilities measured at fair value on a nonrecurring basis, such as the impairment of property, plant and equipment, are measured at fair value in particular circumstances.


U.S. GAAP also requires the disclosure of the fair values of financial instruments when an option to elect fair value accounting has been provided, but such election has not been made. A debt obligation is an example of such a financial instrument. The disclosure of the fair values of financial instruments not recognized at fair value in our balance sheet is presented below under “Other Financial Instruments.”


U.S. GAAP provides a framework for measuring fair value and establishes a three-level fair value hierarchy that prioritizes inputs to valuation techniques based on the degree to which objective prices in external active markets are available to measure fair value. Following is a description of each of the levels of the fair value hierarchy.


•
Level 1 - Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities.

•
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•
Level 3 - Unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include occasional market quotes or sales of similar instruments or our own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant judgment.


Level 1 - Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities.



Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 - Unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include occasional market quotes or sales of similar instruments or our own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant judgment.




130127
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Recurring Fair Value Measurements
The following tables present information (in millions) about our assets and liabilities recognized at their fair values in our balance sheets categorized according to the fair value hierarchy of the inputs utilized by us to determine the fair values as of December 31, 20182019 and 20172018.


We have elected to offset the fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty, including any related cash collateral assets or obligations as shown below; however, fair value amounts by hierarchy level are presented in the following tables on a gross basis. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.
December 31, 2018December 31, 2019
      
Total
Gross
 Fair
Value
 
Effect of
Counter-
party
Netting
 
Effect of
Cash
Collateral
Netting
 
Net
Carrying
Value on
Balance
Sheet
 
Cash
Collateral
Paid or
Received
Not Offset
      
Total
Gross
 Fair
Value
 
Effect of
Counter-
party
Netting
 
Effect of
Cash
Collateral
Netting
 
Net
Carrying
Value on
Balance
Sheet
 
Cash
Collateral
Paid or
Received
Not Offset
Fair Value Hierarchy Fair Value Hierarchy 
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 
Assets:               
Assets               
Commodity derivative
contracts
$2,792
 $—
 $—
 $2,792
 $(2,669) $(34) $89
 $—
$617
 $—
 $—
 $617
 $(612) $—
 $5
 $—
Foreign currency
contracts
4
 —
 —
 4
 n/a
 n/a
 4
 n/a
27
 —
 —
 27
 n/a
 n/a
 27
 n/a
Investments of certain
benefit plans
60
 —
 9
 69
 n/a
 n/a
 69
 n/a
65
 —
 9
 74
 n/a
 n/a
 74
 n/a
Total$2,856
 $—
 $9
 $2,865
 $(2,669) $(34) $162
  $709
 $—
 $9
 $718
 $(612) $—
 $106
  
                              
Liabilities:               
Liabilities               
Commodity derivative
contracts
$2,681
 $—
 $—
 $2,681
 $(2,669) $(12) $—
 $(136)$668
 $—
 $—
 $668
 $(612) $(56) $—
 $(84)
Environmental credit
obligations
—
 13
 —
 13
 n/a
 n/a
 13
 n/a
—
 2
 —
 2
 n/a
 n/a
 2
 n/a
Physical purchase
contracts
—
 5
 —
 5
 n/a
 n/a
 5
 n/a
—
 3
 —
 3
 n/a
 n/a
 3
 n/a
Foreign currency
contracts
1
 —
 —
 1
 n/a
 n/a
 1
 n/a
10
 —
 —
 10
 n/a
 n/a
 10
 n/a
Total$2,682
 $18
 $—
 $2,700
 $(2,669) $(12) $19
  $678
 $5
 $—
 $683
 $(612) $(56) $15
  






131128
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 December 31, 2018
   
Total
Gross
Fair
Value
 
Effect of
Counter-
party
Netting
 
Effect of
Cash
Collateral
Netting
 
Net
Carrying
Value on
Balance
Sheet
 
Cash
Collateral
Paid or
Received
Not Offset
 Fair Value Hierarchy    
 Level 1 Level 2 Level 3    
Assets               
Commodity derivative
contracts
$2,792
 $—
 $—
 $2,792
 $(2,669) $(34) $89
 $—
Foreign currency
contracts
4
 —
 —
 4
 n/a
 n/a
 4
 n/a
Investments of certain
benefit plans
60
 —
 9
 69
 n/a
 n/a
 69
 n/a
Total$2,856
 $—
 $9
 $2,865
 $(2,669) $(34) $162
 
                
Liabilities               
Commodity derivative
contracts
$2,681
 $—
 $—
 $2,681
 $(2,669) $(12) $—
 $(136)
Environmental credit
obligations
—
 13
 —
 13
 n/a
 n/a
 13
 n/a
Physical purchase
contracts
—
 5
 —
 5
 n/a
 n/a
 5
 n/a
Foreign currency
contracts
1
 —
 —
 1
 n/a
 n/a
 1
 n/a
Total$2,682
 $18
 $—
 $2,700
 $(2,669) $(12) $19
  

 December 31, 2017
   
Total
Gross
Fair
Value
 
Effect of
Counter-
party
Netting
 
Effect of
Cash
Collateral
Netting
 
Net
Carrying
Value on
Balance
Sheet
 
Cash
Collateral
Paid or
Received
Not Offset
 Fair Value Hierarchy    
 Level 1 Level 2 Level 3    
Assets:               
Commodity derivative
contracts
$875
 $19
 $—
 $894
 $(893) $—
 $1
 $—
Investments of certain
benefit plans
65
 —
 8
 73
 n/a
 n/a
 73
 n/a
Total$940
 $19
 $8
 $967
 $(893) $—
 $74
 
                
Liabilities:               
Commodity derivative
contracts
$955
 $14
 $—
 $969
 $(893) $(76) $—
 $(102)
Environmental credit
obligations
—
 104
 —
 104
 n/a
 n/a
 104
 n/a
Physical purchase
contracts
—
 6
 —
 6
 n/a
 n/a
 6
 n/a
Foreign currency
contracts
7
 —
 —
 7
 n/a
 n/a
 7
 n/a
Total$962
 $124
 $—
 $1,086
 $(893) $(76) $117
  


A description of our assets and liabilities recognized at fair value along with the valuation methods and inputs we used to develop their fair value measurements are as follows:


Commodity derivative contracts consist primarily of exchange-traded futures, which are used to reduce the impact of price volatility on our results of operations and cash flows as discussed in Note 20.20. These contracts are measured at fair value using thea market approach. Exchange-traded futures are valuedapproach based on quoted prices from the commodity exchange and are categorized in Level 1 of the fair value hierarchy.


Physical purchase contracts represent the fair value of fixed-price corn purchase contracts. The fair values of these purchase contracts are measured using a market approach based on quoted prices from the commodity exchange or an independent pricing service and are categorized in Level 2 of the fair value hierarchy.


Investments of certain benefit plans consist of investment securities held by trusts for the purpose of satisfying a portion of our obligations under certain U.S. nonqualified benefit plans. The plan assets categorized in Level 1 of the fair value hierarchy are measured at fair value using a market approach based on quoted prices from national securities exchanges. The plan assets categorized in Level 3 of the fair value hierarchy represent insurance contracts, the fair value of which is provided by the insurer.







132129
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Foreign currency contracts consist of foreign currency exchange and purchase contracts entered into forand foreign currency swap agreements related to our international operations to manage our exposure to exchange rate fluctuations on transactions denominated in currencies other than the local (functional) currencies of thoseour operations. These contracts are valued based on quoted prices from theforeign currency exchange rates and are categorized in Level 1 of the fair value hierarchy.


•
Environmental credit obligations represent our liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy our obligation to blend biofuels into the products we produce and (ii) emission credits under the California Global Warming Solutions Act (the California cap-and-trade system, also known as AB 32) and similar programs, (collectively, the cap-and-trade systems). To the degree we are unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, we must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, we must purchase emission credits to comply with these systems. These programs are described in Note 20 under “Environmental Compliance Program Price Risk.” The liability for environmental credits is based on our deficit for such credits as of the balance sheet date, if any, after considering any credits acquired or under contract, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using the market approach based on quoted prices from an independent pricing service.
Environmental credit obligations represent our liability for the purchase of (i) biofuel credits (primarily RINs in the U.S.) needed to satisfy our obligation to blend biofuels into the products we produce and (ii) emission credits under the California Global Warming Solutions Act (the California cap-and-trade system, also known as AB 32) and similar programs, (collectively, the cap-and-trade systems). To the degree we are unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, we must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, we must purchase emission credits to comply with these systems. These programs are described in Note 20 under “Environmental Compliance Program Price Risk.” The liability for environmental credits is based on our deficit for such credits as of the balance sheet date, if any, after considering any credits acquired or under contract, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using the market approach based on quoted prices from an independent pricing service.


There were no transfers into or out of Level 3 for assets and liabilities held as of December 31, 20182019 and 20172018 that were measured at fair value on a recurring basis.


There was no significant activity during the years ended December 31, 2019, 2018, 2017, and 20162017 related to the fair value amounts categorized in Level 3 as of December 31, 20182019 and 2017.2018.


Nonrecurring Fair Value Measurements
As discussed in Note 3, we concluded that the Aruba Terminal was impaired as of June 30, 2016, which resulted in an asset impairment loss of $56 million that was recorded in June 2016. The fair value of the Aruba Terminal was determined using an income approach and was classified in Level 3. We employed a probability-weighted approach to possible future cash flow scenarios, including transferring ownership of the business to the GOA or continuing to operate the business.

There were no0 assets or liabilities that were measured at fair value on a nonrecurring basis as of December 31, 20182019 and 2017.2018.




133
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Other Financial Instruments
Financial instruments that we recognize in our balance sheets at their carrying amounts are shown in the following table along with their associated fair values (in millions):
   December 31, 2019 December 31, 2018
 
Fair Value
Hierarchy
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Financial assets         
Cash and cash equivalentsLevel 1 $2,583
 $2,583
 $2,982
 $2,982
Financial liabilities         
Debt (excluding finance leases)Level 2 8,881
 10,583
 8,503
 8,986





130
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   December 31, 2018 December 31, 2017
 
Fair Value
Hierarchy
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Financial assets:         
Cash and cash equivalentsLevel 1 $2,982
 $2,982
 $5,850
 $5,850
Financial liabilities:         
Debt (excluding capital leases)Level 2 8,503
 8,986
 8,310
 9,795


20.PRICE RISK MANAGEMENT ACTIVITIES


We are exposed to market risks primarily related to the volatility in the price of commodities, and foreign currency exchange rates, and the price of credits needed to comply with various government and regulatory programs. We enter into derivative instruments to manage some of these risks, including derivative instruments related to the various commodities we purchase or produce, and foreign currency exchange and purchase contracts, as described below under “Risk Management Activities by Type of Risk.” These derivative instruments are recorded as either assets or liabilities measured at their fair values (see Note 19), as summarized below under “Fair Values of Derivative Instruments,Instruments.” with changes in fair value recognized currently in income. The effect of these derivative instruments on our income is summarized below under “Effect of Derivative Instruments on Income.”


Risk Management Activities by Type of Risk
Commodity Price Risk
We are exposed to market risks related to the volatility in the price of crude oil, refined petroleum products (primarily gasoline and distillate), renewable diesel, grain (primarily corn), soybean oil,renewable diesel feedstocks, and natural gas used in our operations. To reduce the impact of price volatility on our results of operations and cash flows, we use commodity derivative instruments, such as futures and options. Our positions in commodity derivative instruments are monitored and managed on a daily basis by our risk control group to ensure compliance with our stated risk management policy that has been approved by our board of directors.


We primarily use commodity derivative instruments as economic hedges, which are not designated as hedging instruments, and we use fair value and cash flow hedges from time to time. We had no commodity derivative instruments outstanding as of December 31, 2018 and 2017, and no activity during the years ended December 31, 2018, 2017, and 2016 that were designated as fair value or cash floweconomic hedges.

Our objectives for holding economic hedges are to (i) manage price volatility in certain feedstock and refined petroleum product inventories and fixed-price purchase contracts, and (ii) lock in the priceentering into each type of forecasted feedstock, refined petroleum product, or natural gas purchases and refined petroleum product sales at existing market prices that we deem favorable.hedge is described below.


•
Cash flow hedges – The objective of our cash flow hedges is to lock in the price of forecasted (i) feedstock, refined petroleum product, or natural gas purchases, or (ii) refined petroleum product or renewable diesel sales at existing market prices that we deem favorable.

•
Economic hedges – Our objectives for holding economic hedges are to (i) manage price volatility in certain feedstock and refined petroleum product inventories and fixed-price purchase contracts, and (ii) lock in the price of forecasted feedstock, refined petroleum product, or natural gas purchases or refined petroleum product or renewable diesel sales at existing market prices that we deem favorable.




131
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2018,2019, we had the following outstanding commodity derivative instruments that were used as cash flow hedges and economic hedges, as well as commodity derivative instruments related to the physical purchase of



134
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

corn at a fixed price. The information presents the notional volume of outstanding contracts by type of instrument and year of maturity (volumes in thousands of barrels, except those identified as natural gas contracts that are presented in millions of British thermal units, corn contracts that are presented in thousands of bushels, and soybean oil contracts that are presented in thousands of pounds)bushels).
  
Notional Contract Volumes by
Year of Maturity
  2020 2021
Derivatives designated as cash flow hedges    
Renewable diesel:    
Futures – long 995
 —
Futures – short 2,492
 —
     
Derivatives designated as economic hedges    
Crude oil and refined petroleum products:    
Futures – long 73,348
 2
Futures – short 76,045
 —
Options – long 1,550
 —
Options – short 1,550
 —
Corn:    
Futures – long 50,120
 —
Futures – short 66,575
 295
Physical contracts – long 22,055
 306

  
Notional Contract Volumes by
Year of Maturity
Derivative Instrument 2019 2020
Crude oil and refined petroleum products:    
Futures – long 149,470
 224
Futures – short 143,826
 671
Options – long 26,500
 —
Options – short 26,500
 —
Natural gas:    
Futures – long 5,000,000
 —
Corn:    
Futures – long 26,025
 —
Futures – short 55,395
 875
Physical contracts – long 27,109
 875
Soybean oil:    
Futures – long 137,518
 —
Futures – short 285,957
 —


Foreign Currency Risk
We are exposed to exchange rate fluctuations on transactions entered into byrelated to our international operations that are denominated in currencies other than the local (functional) currencies of theseour operations. To manage our exposure to these exchange rate fluctuations, we use foreign currency exchange and purchase contracts. These contracts are not designated as hedging instruments for accounting purposes and therefore are classified as economic hedges. As of December 31, 2018,2019, we had forwardforeign currency contracts to purchase $441$739 million of U.S. dollars and $2.3 billion of U.S. dollar equivalent Canadian dollars. All of these commitments matured on or before January 31, 2019.February 15, 2020.


Environmental Compliance Program Price Risk
We are exposed to market risk related to the volatility in the price of credits needed to comply with various governmental and regulatory environmental compliance programs. To manage this risk, we enter into contracts to purchase these credits when prices are deemed favorable. Some of these contracts are derivative instruments; however, we elect the normal purchase exception and do not record these contracts at their fair values. Certain of these programs require us to blend biofuels into the products we produce, and we are subject to such programs in most of the countries in which we operate. These countries set annual quotas for the percentage of biofuels that must be blended into the motor fuels consumed in these countries. As a producer of motor fuels from petroleum, we are obligated to blend biofuels into the products we produce at



132
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

a rate that is at least equal to the applicable quota. To the degree we are unable to blend at the applicable rate, we must purchase biofuel credits (primarily RINs in the U.S.). We are exposed to the volatility in the market price of these credits, and we manage that risk by purchasing biofuel credits when prices are deemed



135
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

favorable. For the years ended December 31, 2019, 2018, 2017, and 2016,2017, the cost of meeting our obligations under these compliance programs was $318 million, $536 million, $942 million, and $749$942 million, respectively. These amounts are reflected in cost of materials and other.


We are subject to additional requirements under GHG emission programs, including the cap-and-trade systems, as discussed in Note 19. Under these cap-and-trade systems, we purchase various GHG emission credits available on the open market. Therefore, we are exposed to the volatility in the market price of these credits. The cost to implement certain provisions of the cap-and-trade systems are significant; however, we recovered the majority of these costs from our customers for the years ended December 31, 20182019, 2017,2018, and 20162017 and expect to continue to recover the majority of these costs in the future. For the years ended December 31, 2019, 2018, 2017, and 2016,2017, the net cost of meeting our obligations under these compliance programs was immaterial.


Fair Values of Derivative Instruments
The following tables provide information about the fair values of our derivative instruments as of December 31, 20182019 and 20172018 (in millions) and the line items in the balance sheets in which the fair values are reflected. See Note 19 for additional information related to the fair values of our derivative instruments.


As indicated in Note 19, we net fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty under master netting arrangements, including cash collateral assets and obligations. The following tables, however, are presented on a gross asset and gross liability basis, which results in the reflection of certain assets in liability accounts and certain liabilities in asset accounts.
 
Balance Sheet
Location
 December 31, 2019 December 31, 2018
  Asset
Derivatives		 Liability
Derivatives		 Asset
Derivatives		 Liability
Derivatives
Derivatives designated
as hedging instruments
         
Commodity contractsReceivables, net $9
 $20
 $—
 $—
          
Derivatives not designated
as hedging instruments
         
Commodity contractsReceivables, net $608
 $648
 $2,792
 $2,681
Physical purchase contractsInventories —
 3
 —
 5
Foreign currency contractsReceivables, net 27
 —
 4
 —
Foreign currency contractsAccrued expenses —
 10
 —
 1
Total  $635
 $661
 $2,796
 $2,687

 
Balance Sheet
Location
 December 31, 2018 December 31, 2017
  Asset
Derivatives		 Liability
Derivatives		 Asset
Derivatives		 Liability
Derivatives
Derivatives not designated
as hedging instruments
         
Commodity contracts:         
FuturesReceivables, net $2,787
 $2,681
 $886
 $966
OptionsReceivables, net 5
 —
 8
 3
Physical purchase contractsInventories —
 5
 —
 6
Foreign currency contractsReceivables, net 4
 —
 —
 —
Foreign currency contractsAccrued expenses —
 1
 —
 7
Total  $2,796
 $2,687
 $894
 $982


Market Risk
Our price risk management activities involve the receipt or payment of fixed price commitments into the future. These transactions give rise to market risk, which is the risk that future changes in market conditions



133
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

may make an instrument less valuable. We closely monitor and manage our exposure to market risk on a daily basis in accordance with policies approved by our board of directors. Market risks are monitored by our risk control group to ensure compliance with our stated risk management policy. We do not require any collateral or other security to support derivative instruments into which we enter. We also do not have any derivative instruments that require us to maintain a minimum investment-grade credit rating.



136
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Effect of Derivative Instruments on Income
The following tables providetable provides information about the gain or loss(loss) recognized in income on our derivative instruments and the line items in the statements of income in which such gains and losses(losses) are reflected (in millions).
Derivatives Not Designated
as Hedging Instruments
 
Location of Gain (Loss)
Recognized in Income
on Derivatives
 
Year Ended December 31,
  2019 2018 2017
Commodity contracts Revenues $5
 $—
 $—
Commodity contracts Cost of materials and other (68) (165) (278)
Commodity contracts 
Operating expenses
(excluding depreciation and
amortization expense)
 —
 7
 —
Foreign currency contracts Cost of materials and other (21) 56
 (40)
Foreign currency contracts Other income, net 75
 (43) —

Derivatives Used as
Economic Hedges
 
Location of Gain (Loss)
Recognized in Income
on Derivatives
 Year Ended December 31,
  2018 2017 2016
Commodity contracts Cost of materials and other $(165) $(278) $(86)
Commodity contracts 
Operating expenses
(excluding depreciation and
amortization expense)
 7
 —
 —
Foreign currency contracts Cost of materials and other 56
 (40) 16


21.CONDENSED CONSOLIDATING FINANCIAL STATEMENTS


In connection with the completion of the Merger Transaction as described in Note 2, Valero Energy Corporation, the parent company, entered into a guarantee agreement to fully and unconditionally guarantee the prompt payment, when due, of the following debt issued by Valero Energy Partners LP, an indirect wholly owned subsidiary of Valero Energy Corporation, that was outstanding as of December 31, 2019:

•4.375 percent Senior Notes due December 15, 2026, and

•4.5 percent Senior Notes due March 15, 2028.

The following condensed consolidating financial information is provided as an alternative to providing separate financial statements for Valero Energy Partners LP, which has no independent assets or operations. The financial position, results of operations, and cash flows of Valero Energy Partners LP’s wholly owned subsidiaries are included in “Other Non-Guarantor Subsidiaries.” The accounts for all companies reflected herein are presented using the equity method of accounting for investments in subsidiaries.






137134
Table of Contents






VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Condensed Consolidating Balance Sheet
December 31, 2019
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
ASSETS
Current assets:         
Cash and cash equivalents$912
 $—
 $1,671
 $—
 $2,583
Receivables, net—
 —
 8,904
 —
 8,904
Receivables from affiliates4,336
 —
 13,806
 (18,142) —
Inventories—
 —
 7,013
 —
 7,013
Prepaid expenses and other63
 —
 406
 —
 469
Total current assets5,311
 —
 31,800
 (18,142) 18,969
Property, plant and equipment, at cost—
 —
 44,294
 —
 44,294
Accumulated depreciation—
 —
 (15,030) —
 (15,030)
Property, plant and equipment, net—
 —
 29,264
 —
 29,264
Investment in affiliates37,902
 2,673
 382
 (40,957) —
Deferred charges and other assets, net771
 —
 4,860
 —
 5,631
Total assets$43,984
 $2,673
 $66,306
 $(59,099) $53,864
LIABILITIES AND EQUITY
Current liabilities:         
Current portion of debt and finance lease obligations$—
 $—
 $494
 $—
 $494
Accounts payable—
 —
 10,205
 —
 10,205
Accounts payable to affiliates12,515
 1,291
 4,336
 (18,142) —
Accrued expenses120
 7
 822
 —
 949
Taxes other than income taxes payable—
 —
 1,304
 —
 1,304
Income taxes payable108
 —
 100
 —
 208
Total current liabilities12,743
 1,298
 17,261
 (18,142) 13,160
Debt and finance lease obligations, less current portion7,095
 991
 1,092
 —
 9,178
Deferred income tax liabilities—
 2
 5,101
 —
 5,103
Other long-term liabilities2,343
 —
 1,544
 —
 3,887
Equity:         
Stockholders’ equity:        
Common stock7
 —
 1
 (1) 7
Additional paid-in capital6,821
 —
 9,771
 (9,771) 6,821
Treasury stock, at cost(15,648) —
 —
 —
 (15,648)
Retained earnings31,974
 —
 31,636
 (31,636) 31,974
Partners’ equity—
 382
 —
 (382) —
Accumulated other comprehensive loss(1,351) —
 (833) 833
 (1,351)
Total stockholders’ equity21,803
 382
 40,575
 (40,957) 21,803
Noncontrolling interests—
 —
 733
 —
 733
Total equity21,803
 382
 41,308
 (40,957) 22,536
Total liabilities and equity$43,984
 $2,673
 $66,306
 $(59,099) $53,864





135
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Balance Sheet
December 31, 2018
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
ASSETS
Current assets:         
Cash and cash equivalents$291
 $152
 $2,539
 $—
 $2,982
Receivables, net—
 —
 7,345
 —
 7,345
Receivables from affiliates4,369
 2
 10,684
 (15,055) —
Inventories—
 —
 6,532
 —
 6,532
Prepaid expenses and other466
 —
 355
 (5) 816
Total current assets5,126
 154
 27,455
 (15,060) 17,675
Property, plant and equipment, at cost—
 —
 42,473
 —
 42,473
Accumulated depreciation—
 —
 (13,625) —
 (13,625)
Property, plant and equipment, net—
 —
 28,848
 —
 28,848
Investment in affiliates34,696
 2,267
 (321) (36,642) —
Long-term notes receivable from affiliates285
 —
 —
 (285) —
Deferred charges and other assets, net572
 1
 3,059
 —
 3,632
Total assets$40,679
 $2,422
 $59,041
 $(51,987) $50,155
LIABILITIES AND EQUITY
Current liabilities:         
Current portion of debt and finance lease obligations$—
 $—
 $238
 $—
 $238
Accounts payable14
 —
 8,580
 —
 8,594
Accounts payable to affiliates9,847
 837
 4,370
 (15,054) —
Accrued expenses155
 7
 468
 —
 630
Accrued expenses to affiliates—
 1
 —
 (1) —
Taxes other than income taxes payable—
 —
 1,213
 —
 1,213
Income taxes payable53
 1
 —
 (5) 49
Total current liabilities10,069
 846
 14,869
 (15,060) 10,724
Debt and finance lease obligations, less current portion6,955
 990
 926
 —
 8,871
Long-term notes payable to affiliates—
 285
 —
 (285) —
Deferred income tax liabilities—
 2
 4,960
 —
 4,962
Other long-term liabilities1,988
 —
 879
 —
 2,867
Equity:         
Stockholders’ equity:        
Common stock7
 —
 1
 (1) 7
Additional paid-in capital7,048
 —
 9,754
 (9,754) 7,048
Treasury stock, at cost(14,925) —
 —
 —
 (14,925)
Retained earnings31,044
 —
 28,305
 (28,305) 31,044
Partners’ equity—
 299
 —
 (299) —
Accumulated other comprehensive loss(1,507) —
 (1,097) 1,097
 (1,507)
Total stockholders’ equity21,667
 299
 36,963
 (37,262) 21,667
Noncontrolling interests—
 —
 444
 620
 1,064
Total equity21,667
 299
 37,407
 (36,642) 22,731
Total liabilities and equity$40,679
 $2,422
 $59,041
 $(51,987) $50,155




136
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Income
Year Ended December 31, 2019
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Revenues$—
 $—
 $108,324
 $—
 $108,324
Cost of sales:         
Cost of materials and other—
 —
 96,476
 —
 96,476
Operating expenses (excluding depreciation and amortization expense reflected below)—
 —
 4,868
 —
 4,868
Depreciation and amortization expense—
 —
 2,202
 —
 2,202
Total cost of sales—
 —
 103,546
 —
 103,546
Other operating expenses—
 —
 21
 —
 21
General and administrative expenses (excluding depreciation and amortization expense reflected below)6
 —
 862
 —
 868
Depreciation and amortization expense—
 —
 53
 —
 53
Operating income (loss)(6) —
 3,842
 —
 3,836
Equity in earnings of subsidiaries3,006
 406
 357
 (3,769) —
Other income, net193
 —
 625
 (714) 104
Interest and debt expense, net of capitalized interest(927) (47) (194) 714
 (454)
Income before income tax expense (benefit)2,266
 359
 4,630
 (3,769) 3,486
Income tax expense (benefit)(156) —
 858
 —
 702
Net income2,422
 359
 3,772
 (3,769) 2,784
Less: Net income attributable to noncontrolling interests—
 —
 360
 2
 362
Net income attributable to stockholders$2,422
 $359
 $3,412
 $(3,771) $2,422





137
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Income
Year Ended December 31, 2018
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Revenues$—
 $—
 $117,033
 $—
 $117,033
Cost of sales:         
Cost of materials and other—
 —
 104,732
 —
 104,732
Operating expenses (excluding depreciation and amortization expense reflected below)—
 —
 4,690
 —
 4,690
Depreciation and amortization expense—
 —
 2,017
 —
 2,017
Total cost of sales—
 —
 111,439
 —
 111,439
Other operating expenses—
 —
 45
 —
 45
General and administrative expenses (excluding depreciation and amortization expense reflected below)2
 —
 923
 —
 925
Depreciation and amortization expense—
 —
 52
 —
 52
Operating income (loss)(2) —
 4,574
 —
 4,572
Equity in earnings of subsidiaries3,724
 319
 196
 (4,239) —
Other income, net220
 2
 621
 (713) 130
Interest and debt expense, net of capitalized interest(913) (55) (215) 713
 (470)
Income before income tax expense (benefit)3,029
 266
 5,176
 (4,239) 4,232
Income tax expense (benefit)(93) 2
 970
 —
 879
Net income3,122
 264
 4,206
 (4,239) 3,353
Less: Net income attributable to noncontrolling interests—
 —
 163
 68
 231
Net income attributable to stockholders$3,122
 $264
 $4,043
 $(4,307) $3,122





138
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Income
Year Ended December 31, 2017
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Revenues$—
 $—
 $93,980
 $—
 $93,980
Cost of sales:         
Cost of materials and other—
 ���
 83,037
 —
 83,037
Operating expenses (excluding depreciation and amortization expense reflected below)—
 —
 4,504
 —
 4,504
Depreciation and amortization expense—
 —
 1,934
 —
 1,934
Total cost of sales—
 —
 89,475
 —
 89,475
Other operating expenses—
 —
 61
 —
 61
General and administrative expenses (excluding depreciation and amortization expense reflected below)6
 —
 823
 —
 829
Depreciation and amortization expense—
 —
 52
 —
 52
Operating income (loss)(6) —
 3,569
 —
 3,563
Equity in earnings of subsidiaries5,236
 275
 176
 (5,687) —
Other income, net290
 1
 415
 (594) 112
Interest and debt expense, net of capitalized interest(780) (36) (246) 594
 (468)
Income before income tax expense (benefit)4,740
 240
 3,914
 (5,687) 3,207
Income tax expense (benefit)675
 2
 (1,626) —
 (949)
Net income4,065
 238
 5,540
 (5,687) 4,156
Less: Net income attributable to noncontrolling interests—
 —
 29
 62
 91
Net income attributable to stockholders$4,065
 $238
 $5,511
 $(5,749) $4,065





139
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2019
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Net income$2,422
 $359
 $3,772
 $(3,769) $2,784
Other comprehensive income:         
Foreign currency translation adjustment346
 —
 286
 (283) 349
Net loss on pension and other postretirement benefits(234) —
 (19) 19
 (234)
Net loss on cash flow hedges(4) —
 (8) 4
 (8)
Other comprehensive income before income tax benefit108
 —
 259
 (260) 107
Income tax benefit related to items of other comprehensive income(48) —
 (4) 4
 (48)
Other comprehensive income156
 —
 263
 (264) 155
Comprehensive income2,578
 359
 4,035
 (4,033) 2,939
Less: Comprehensive income attributable to noncontrolling interests—
 —
 359
 2
 361
Comprehensive income attributable to stockholders$2,578
 $359
 $3,676
 $(4,035) $2,578


Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2018
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Net income$3,122
 $264
 $4,206
 $(4,239) $3,353
Other comprehensive loss:         
Foreign currency translation adjustment(515) —
 (419) 417
 (517)
Net gain on pension and other postretirement benefits49
 —
 18
 (18) 49
Other comprehensive loss before income tax expense(466) —
 (401) 399
 (468)
Income tax expense related to items of other comprehensive loss10
 —
 3
 (3) 10
Other comprehensive loss(476) —
 (404) 402
 (478)
Comprehensive income2,646
 264
 3,802
 (3,837) 2,875
Less: Comprehensive income attributable to noncontrolling interests—
 —
 161
 68
 229
Comprehensive income attributable to stockholders$2,646
 $264
 $3,641
 $(3,905) $2,646




140
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2017
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Net income$4,065
 $238
 $5,540
 $(5,687) $4,156
Other comprehensive income:         
Foreign currency translation adjustment514
 —
 434
 (434) 514
Net gain (loss) on pension and other postretirement benefits(65) —
 4
 (4) (65)
Other comprehensive income before income tax expense (benefit)449
 —
 438
 (438) 449
Income tax expense (benefit) related to items of other comprehensive income(21) —
 1
 (1) (21)
Other comprehensive income470
 —
 437
 (437) 470
Comprehensive income4,535
 238
 5,977
 (6,124) 4,626
Less: Comprehensive income attributable to noncontrolling interests—
 —
 29
 62
 91
Comprehensive income attributable to stockholders$4,535
 $238
 $5,948
 $(6,186) $4,535





141
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2019
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Net cash provided by (used in) operating activities$(131) $(46) $6,165
 $(457) $5,531
Cash flows from investing activities:         
Capital expenditures (excluding VIEs)—
 —
 (1,627) —
 (1,627)
Capital expenditures of VIEs:         
DGD—
 —
 (142) —
 (142)
Other VIEs—
 —
 (225) —
 (225)
Deferred turnaround and catalyst cost expenditures (excluding VIEs)—
 —
 (762) —
 (762)
Deferred turnaround and catalyst cost expenditures of DGD—
 —
 (18) —
 (18)
Investments in unconsolidated joint ventures—
 —
 (164) —
 (164)
Acquisitions of ethanol plants—
 —
 (3) —
 (3)
Acquisitions of undivided interests—
 —
 (72) —
 (72)
Intercompany investing activities395
 2
 (2,973) 2,576
 —
Other investing activities, net—
 —
 12
 —
 12
Net cash provided by (used in) investing activities395
 2
 (5,974) 2,576
 (3,001)
Cash flows from financing activities:         
Proceeds from debt issuances and borrowings (excluding VIEs)992
 —
 900
 —
 1,892
Proceeds from borrowings of VIEs—
 —
 239
 —
 239
Repayments of debt and finance lease obligations (excluding VIEs)(871) —
 (934) —
 (1,805)
Repayments of debt of VIEs—
 —
 (6) —
 (6)
Intercompany financing activities2,520
 268
 (212) (2,576) —
Purchases of common stock for treasury(777) —
 —
 —
 (777)
Common stock dividends(1,492) —
 (81) 81
 (1,492)
Acquisition of VLP publicly held common units—
 —
 (950) —
 (950)
Distributions to noncontrolling interests and unitholders of VLP—
 (376) (70) 376
 (70)
Other financing activities, net(15) —
 (13) —
 (28)
Net cash provided by (used in) financing activities357
 (108) (1,127) (2,119) (2,997)
Effect of foreign exchange rate changes on cash—
 —
 68
 —
 68
Net increase (decrease) in cash and cash equivalents621
 (152) (868) —
 (399)
Cash and cash equivalents at beginning of year291
 152
 2,539
 —
 2,982
Cash and cash equivalents at end of year$912
 $—
 $1,671
 $—
 $2,583




142
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2018
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Net cash provided by (used in) operating activities$(1,207) $(51) $5,828
 $(199) $4,371
Cash flows from investing activities:         
Capital expenditures (excluding VIEs)—
 —
 (1,463) —
 (1,463)
Capital expenditures of VIEs:         
DGD—
 —
 (165) —
 (165)
Other VIEs—
 —
 (124) —
 (124)
Deferred turnaround and catalyst cost expenditures (excluding VIEs)—
 —
 (888) —
 (888)
Deferred turnaround and catalyst cost expenditures of DGD—
 —
 (27) —
 (27)
Investments in unconsolidated joint ventures—
 —
 (181) —
 (181)
Peru Acquisition, net of cash acquired—
 —
 (468) —
 (468)
Acquisitions of ethanol plants—
 —
 (320) —
 (320)
Acquisitions of undivided interests—
 —
 (212) —
 (212)
Minor acquisitions—
 —
 (88) —
 (88)
Intercompany investing activities758
 102
 (2,381) 1,521
 —
Other investing activities, net—
 —
 8
 —
 8
Net cash provided by (used in) investing activities758
 102
 (6,309) 1,521
 (3,928)
Cash flows from financing activities:         
Proceeds from debt issuances and borrowings (excluding VIEs)750
 498
 10
 —
 1,258
Proceeds from borrowings of VIEs—
 —
 109
 —
 109
Repayments of debt and finance lease obligations (excluding VIEs)(787) (410) (156) —
 (1,353)
Repayments of debt of VIEs—
 —
 (6) —
 (6)
Intercompany financing activities2,106
 190
 (775) (1,521) —
Purchases of common stock for treasury(1,708) —
 —
 —
 (1,708)
Common stock dividends(1,369) —
 (32) 32
 (1,369)
Contributions to noncontrolling interests—
 —
 32
 —
 32
Distributions to noncontrolling interests and unitholders of VLP—
 (215) (68) 167
 (116)
Other financing activities, net2
 (4) (13) —
 (15)
Net cash provided by (used in) financing activities(1,006) 59
 (899) (1,322) (3,168)
Effect of foreign exchange rate changes on cash—
 —
 (143) —
 (143)
Net increase (decrease) in cash and cash equivalents(1,455) 110
 (1,523) —
 (2,868)
Cash and cash equivalents at beginning of year1,746
 42
 4,062
 —
 5,850
Cash and cash equivalents at end of year$291
 $152
 $2,539
 $—
 $2,982




143
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2017
(in millions)
 Valero
Energy
Corporation		 Valero
Energy
Partners LP		 Other Non-
Guarantor
Subsidiaries		 Eliminations Consolidated
Net cash provided by (used in) operating activities$(73) $(34) $5,720
 $(131) $5,482
Cash flows from investing activities:         
Capital expenditures (excluding VIEs)—
 —
 (1,269) —
 (1,269)
Capital expenditures of VIEs:         
DGD—
 —
 (84) —
 (84)
Other VIEs—
 —
 (26) —
 (26)
Deferred turnaround and catalyst cost expenditures (excluding VIEs)—
 —
 (519) —
 (519)
Deferred turnaround and catalyst cost expenditures of DGD—
 —
 (4) —
 (4)
Investments in unconsolidated joint ventures—
 —
 (406) —
 (406)
Acquisitions of undivided interests—
 —
 (72) —
 (72)
Intercompany investing activities(4,002) (187) (6,696) 10,885
 —
Other investing activities, net—
 —
 (2) —
 (2)
Net cash used in investing activities(4,002) (187) (9,078) 10,885
 (2,382)
Cash flows from financing activities:         
Proceeds from debt issuances and borrowings (excluding VIEs)—
 380
 —
 —
 380
Repayments of debt and finance lease obligations (excluding VIEs)—
 —
 (15) —
 (15)
Repayments of debt of VIEs—
 —
 (6) —
 (6)
Intercompany financing activities6,704
 (63) 4,244
 (10,885) —
Purchases of common stock for treasury(1,372) —
 —
 —
 (1,372)
Common stock dividends(1,242) —
 (10) 10
 (1,242)
Contributions from noncontrolling interests—
 —
 30
 —
 30
Distributions to noncontrolling interests and unitholders of VLP—
 (161) (27) 121
 (67)
Other financing activities, net10
 36
 (26) —
 20
Net cash provided by financing activities4,100
 192
 4,190
 (10,754) (2,272)
Effect of foreign exchange rate changes on cash—
 —
 206
 —
 206
Net increase (decrease) in cash and cash equivalents25
 (29) 1,038
 —
 1,034
Cash and cash equivalents at beginning of year1,721
 71
 3,024
 —
 4,816
Cash and cash equivalents at end of year$1,746
 $42
 $4,062
 $—
 $5,850





144
Table of Contents



VALERO ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21.22.QUARTERLY FINANCIAL DATA (Unaudited)


The following tables summarize quarterly financial data for the years ended December 31, 20182019 and 20172018 (in millions, except per share amounts).
 2019 Quarter Ended
 March 31 June 30 September 30 December 31
Revenues$24,263
 $28,933
 $27,249
 $27,879
Gross profit (a)533
 1,123
 1,119
 2,003
Operating income308
 908
 881
 1,739
Net income167
 648
 639
 1,330
Net income attributable to
Valero Energy Corporation
stockholders
141
 612
 609
 1,060
Earnings per common share0.34
 1.47
 1.48
 2.58
Earnings per common share –
assuming dilution
0.34
 1.47
 1.48
 2.58
        
 2018 Quarter Ended
 March 31 June 30 September 30 December 31
Revenues$26,439
 $31,015
 $30,849
 $28,730
Gross profit (a)1,062
 1,535
 1,451
 1,546
Operating income801
 1,253
 1,219
 1,299
Net income582
 875
 874
 1,022
Net income attributable to
Valero Energy Corporation
stockholders
469
 845
 856
 952
Earnings per common share1.09
 1.96
 2.01
 2.26
Earnings per common share –
assuming dilution
1.09
 1.96
 2.01
 2.24

 2018 Quarter Ended
 March 31 June 30 September 30 December 31
Revenues$26,439
 $31,015
 $30,849
 $28,730
Gross profit (a)1,062
 1,535
 1,451
 1,546
Operating income801
 1,253
 1,219
 1,299
Net income582
 875
 874
 1,022
Net income attributable to
Valero Energy Corporation
stockholders
469
 845
 856
 952
Earnings per common share1.09
 1.96
 2.01
 2.26
Earnings per common share –
assuming dilution
1.09
 1.96
 2.01
 2.24
        
 2017 Quarter Ended
 March 31 June 30 September 30 December 31 (b)
Revenues$21,772
 $22,254
 $23,562
 $26,392
Gross profit (a)732
 1,049
 1,614
 1,110
Operating income528
 860
 1,332
 843
Net income321
 572
 863
 2,400
Net income attributable to
Valero Energy Corporation
stockholders
305
 548
 841
 2,371
Earnings per common share0.68
 1.23
 1.91
 5.43
Earnings per common share –
assuming dilution
0.68
 1.23
 1.91
 5.42
___________________________ 
(a)Gross profit is calculated as revenues less total cost of sales.
(b)During the quarter ended December 31, 2017, we recognized an income tax benefit of $1.9 billion related to Tax Reform as described in Note 15.









138145
Table of Contents


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.


ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of December 31, 20182019.
Internal Control over Financial Reporting.
(a) Management’s Report on Internal Control over Financial Reporting.
The management report on Valero’s internal control over financial reporting required by Item 9A appears in Item 8 on page 6259 of this report, and is incorporated herein by reference.
(b) Attestation Report of the Independent Registered Public Accounting Firm.
KPMG LLP’s report on Valero’s internal control over financial reporting appears in Item 8 beginning on page 6462 of this report, and is incorporated herein by reference.
(c) Changes in Internal Control over Financial Reporting.
There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
On January 1, 2019, we adopted Topic 842, which we discuss in Note 1 of Notes to Consolidated Financial Statements. As a result, we have made changes affecting our internal control over financial reporting in conjunction with the adoption of this standard. We enhanced our contracting and lease evaluation systems and related processes, and we developed a new lease accounting system to capture our leases and support the required disclosures. We have integrated our lease accounting system with our general ledger and modified our related procurement and payment processes.

ITEM 9B. OTHER INFORMATION
None.


PART III


ITEMS 10-14.
The information required by Items 10 through 14 of Form 10-K is incorporated herein by reference to the definitive proxy statement for our 20192020 annual meeting of stockholders. We willexpect to file the proxy statement with the SEC on or before March 31, 2019.2020.








139146
Table of Contents


PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)1. Financial Statements. The following consolidated financial statements of Valero Energy Corporation and its subsidiaries are included in Part II, Item 8 of this Form 10-K:
 Page
Management’s report on internal control over financial reporting
6259
Reports of independent registered public accounting firm
6360
Consolidated balance sheets as of December 31, 20182019 and 20172018
6664
Consolidated statements of income for the years ended December 31, 2019, 2018, 2017, and 20162017
6765
Consolidated statements of comprehensive income for the years ended December 31, 2019, 2018, 2017, and 20162017
6866
Consolidated statements of equity for the years ended December 31, 2019, 2018, 2017, and 20162017
6967
Consolidated statements of cash flows for the years ended December 31, 2019, 2018, 2017, and 20162017
7068
Notes to consolidated financial statements
7169
2. Financial Statement Schedules and Other Financial Information. No financial statement schedules are submitted because either they are inapplicable or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits. Filed as part of this Form 10-K are the following exhibits:
   
++2.01
—
Agreement and Plan of Merger, dated as of October 18, 2018, by and among Valero Energy Corporation; Forest Merger Sub, LLC; Valero Energy Partners LP; and Valero Energy Partners GP LLC–incorporated by reference to Exhibit 2.1 to Valero’s Current Report on Form 8-K dated and filed October 18, 2018 (SEC File No. 1-13175).
   
3.01—Amended and Restated Certificate of Incorporation of Valero Energy Corporation, formerly known as Valero Refining and Marketing Company–incorporated by reference to Exhibit 3.1 to Valero’s Registration Statement on Form S-1 (SEC File No. 333-27013) filed May 13, 1997.
   
3.02
—
Certificate of Amendment (July 31, 1997) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.02 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 1-13175).
   
3.03
—
Certificate of Merger of Ultramar Diamond Shamrock Corporation with and into Valero Energy Corporation dated December 31, 2001–incorporated by reference to Exhibit 3.03 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 1-13175).
   
3.04
—
Amendment (effective December 31, 2001) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.1 to Valero’s Current Report on Form 8-K dated December 31, 2001, and filed January 11, 2002 (SEC File No. 1-13175).
   
3.05
—
Second Certificate of Amendment (effective September 17, 2004) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.04 to Valero’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (SEC File No. 1-13175).
   
3.06
—
Certificate of Merger of Premcor Inc. with and into Valero Energy Corporation effective September 1, 2005–incorporated by reference to Exhibit 2.01 to Valero’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (SEC File No. 1-13175).
   
3.07
—
Third Certificate of Amendment (effective December 2, 2005) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.07 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 1-13175).
   






140147
Table of Contents


3.08
—
Fourth Certificate of Amendment (effective May 24, 2011) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 4.8 to Valero’s Current Report on Form 8-K dated and filed May 24, 2011 (SEC File No. 1-13175).
   
3.09
—
Fifth Certificate of Amendment (effective May 13, 2016) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.02 to Valero’s Current Report on Form 8-K dated May 12, 2016, and filed May 18, 2016 (SEC File No. 1-13175).
   
3.10
—
Amended and Restated Bylaws of Valero Energy Corporation–incorporated by reference to Exhibit 3.01 to Valero’s Current Report on Form 8-K dated September 20, 2017 and filed September 21, 2017 (SEC File No. 1-13175).
   
4.01
—
Indenture dated as of December 12, 1997 between Valero Energy Corporation and The Bank of New York–incorporated by reference to Exhibit 3.4 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-56599) filed June 11, 1998.
   
4.02
—
First Supplemental Indenture dated as of June 28, 2000 between Valero Energy Corporation and The Bank of New York (including Form of 7 3/4% Senior Deferrable Note due 2005)–incorporated by reference to Exhibit 4.6 to Valero’s Current Report on Form 8-K dated June 28, 2000, and filed June 30, 2000 (SEC File No. 1-13175).
   
4.03
—
Indenture (Senior Indenture) dated as of June 18, 2004 between Valero Energy Corporation and Bank of New York–incorporated by reference to Exhibit 4.7 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, 2004.
   
4.04
—
Form of Indenture related to subordinated debt securities–incorporated by reference to Exhibit 4.8 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, 2004.
   
4.05
—
Indenture dated as of March 10, 2015 between Valero Energy Corporation and U.S. Bank National Association, as trustee-incorporated by reference to Exhibit 4.1 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-202635) filed March 10, 2015.
4.06
—
Indenture, dated as of November 30, 2016, between Valero Energy Partners LP, as issuer, and U.S. Bank National Association, as trustee–incorporated by reference to Exhibit 4.1 to Valero Energy Partners LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration File No. 333-208052) filed November 30, 2016.
   
4.064.07
—
First Supplemental Indenture (with Parent Guarantee), dated as of January 10, 2019, among Valero Energy Partners LP, as issuer; Valero Energy Corporation, as parent guarantor; and U.S. Bank National Association, as trustee–incorporated by reference to Exhibit 4.2 to Valero’s Current Report on Form 8-K dated and filed January 10, 2019 (SEC File No. 1-13175).
   
4.074.08
—
Specimen Certificate of Common Stock–incorporated by reference to Exhibit 4.1 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, 2004.
   
+10.01*4.09
—
Description of Valero Energy Corporation common stock, $0.01 par value.
+10.01
—
Valero Energy Corporation Annual Bonus Plan, amended and restated as of February 28, 2018–incorporated by reference to Exhibit 10.01 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2017 (SEC File No. 1-13175).
   
+10.02
—
Valero Energy Corporation 2005 Omnibus Stock Incentive Plan, amended and restated as of October 1, 2005–incorporated by reference to Exhibit 10.02 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2009 (SEC File No. 1-13175).
   
+10.03
—
Valero Energy Corporation 2011 Omnibus Stock Incentive Plan, amended and restated February 25, 2016–incorporated by reference to Exhibit 10.04 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2015 (SEC File No. 1-13175).
   
+10.04
—
Valero Energy Corporation Deferred Compensation Plan, amended and restated as of January 1, 2008–incorporated by reference to Exhibit 10.04 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 1-13175).
   
+10.05
—
Valero Energy Corporation Amended and Restated Supplemental Executive Retirement Plan, amended and restated as of November 10, 2008–incorporated by reference to Exhibit 10.08 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 1-13175).



148
Table of Contents

   
+10.06
—
Valero Energy Corporation Excess Pension Plan, as amended and restated effective December 31, 2011–incorporated by reference to Exhibit 10.10 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 1-13175).
   



141
Table of Contents

+10.07
—
Form of Change of Control Severance Agreement (Tier I) between Valero Energy Corporation and executive officer–incorporated by reference to Exhibit 10.15 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 1-13175).
   
+10.08
—
Form of Change of Control Severance Agreement (Tier II) between Valero Energy Corporation and executive officer–incorporated by reference to Exhibit 10.16 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 1-13175).
   
+10.09
—
Form of Amendment (dated January 7, 2013) to Change of Control Severance Agreements (to eliminate excise tax gross-up benefit)–incorporated by reference to Exhibit 10.17 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 1-13175).
   
+10.10
—
Form of Change of Control Severance Agreement (Tier II-A) between Valero Energy Corporation and executive officer–incorporated by reference to Exhibit 10.02 to Valero’s Current Report on Form 8-K dated November 2, 2016, and filed November 7, 2016 (SEC File No. 1-13175).
   
*+10.11
—
Schedule of Tier II-A Change of Control AgreementsAgreements–incorporated by reference to Exhibit 10.11 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2018 (SEC File No. 1-13175)..
   
+10.12
—
Form of Amendment (dated January 17, 2017) to Change of Control Severance Agreements, amending Section 9 thereof–incorporated by reference to Exhibit 10.01 to Valero’s Current Report on Form 8-K dated and filed January 17, 2017 (SEC File No. 1-13175).
   
*+10.13
—
Form of Performance Share Award Agreement pursuant to the Valero Energy Corporation 2011 Omnibus Stock Incentive Plan–incorporated by reference to Exhibit 10.18 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2017 (SEC File No. 1-13175).Plan.
   
+10.14
—
Form of Stock Option Agreement pursuant to the Valero Energy Corporation 2011 Omnibus Stock Incentive Plan–incorporated by reference to Exhibit 10.21 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 1-13175).
   
+10.15
—
Form of Performance Stock Option Agreement pursuant to the Valero Energy Corporation 2011 Omnibus Stock Incentive Plan–incorporated by reference to Exhibit 10.21 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 1-13175).
   
+10.16
—
Form of Restricted Stock Agreement pursuant to the Valero Energy Corporation 2011 Omnibus Stock Incentive Plan–incorporated by reference to Exhibit 10.25 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 1-13175).
   
*+10.17
—
$3,000,000,000 5-Year ThirdLong-Term Incentive Agreement dated as of December 18, 2019, between Valero Energy Corporation and R. Lane Riggs.
+10.18
—
Form of Stock Unit Award Agreement for Non-Employee Directors (standard)-incorporated by reference to Exhibit 10.01 to Valero’s Current Report on Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File No. 1-13175).
+10.19
—
Form of Stock Unit Award Agreement for Non-Employee Directors (with one-year hold provision)-incorporated by reference to Exhibit 10.02 to Valero’s Current Report on Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File No. 1-13175).
10.20
—
Fourth Amended and Restated Revolving Credit Agreement, dated as of November 12, 2015,March 19, 2019, among Valero Energy Corporation, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; and the lenders named therein–incorporated by reference to Exhibit 10.1 to Valero’s Current Report on Form 8-K dated November 12, 2015,March 19, 2019, and filed November 13, 2015March 19, 2019 (SEC File No. 1-13175).
   
14.01
—
Code of Ethics for Senior Financial Officers–incorporated by reference to Exhibit 14.01 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 1-13175).
   
*21.01
—
Valero Energy Corporation subsidiaries.
   
*23.01
—
Consent of KPMG LLP dated February 28, 2019.26, 2020.



149
Table of Contents

*24.01
—
Power of Attorney dated February 26, 2020 (on the signature page of this Form 10-K).
   
*24.0131.01
—
Power of Attorney dated February 28, 2019 (on the signature page of this Form 10-K).
*31.01
—
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.
   
*31.02
—
Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.
   
**32.01
—
Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002).
   
99.01
—
Audit Committee Pre-Approval Policy–incorporated by reference to Exhibit 99.01 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2017 (SEC File No. 1-13175).
   
***101101.INS—Inline XBRL Instance Document–the instance document does not appear in the Interactive Data FilesFile because its XBRL tags are embedded within the Inline XBRL document.
***101.SCH—Inline XBRL Taxonomy Extension Schema Document.
***101.CAL—Inline XBRL Taxonomy Extension Calculation Linkbase Document.
***101.DEF—Inline XBRL Taxonomy Extension Definition Linkbase Document.
***101.LAB—Inline XBRL Taxonomy Extension Label Linkbase Document.
***101.PRE—Inline XBRL Taxonomy Extension Presentation Linkbase Document.
***104—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



142
Table of Contents

______________
*Filed herewith.
**Furnished herewith.
***Submitted electronically herewith.
+Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto.
++Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request.
Pursuant to paragraph 601(b)(4)(iii)(A) of Regulation S-K, the registrant has omitted from the foregoing listing of exhibits, and hereby agrees to furnish to the SEC upon its request, copies of certain instruments, each relating to debt not exceeding 10 percent of the total assets of the registrant and its subsidiaries on a consolidated basis.






143150
Table of Contents


SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
VALERO ENERGY CORPORATION
(Registrant)


 By:/s/ Joseph W. Gorder
  (Joseph W. Gorder)
  
Chairman of the Board President,
and Chief Executive Officer
Date: February 28, 201926, 2020






144151
Table of Contents


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph W. Gorder, Donna M. Titzman, and Jason W. Fraser, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent amendments and supplements to this Annual Report on Form 10-K, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby qualifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
     
/s/ Joseph W. Gorder 
Chairman of the Board President,
and Chief Executive Officer
(Principal Executive Officer)
 February 28, 201926, 2020
(Joseph W. Gorder)  
     
/s/ Donna M. Titzman 
Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
 February 28, 201926, 2020
(Donna M. Titzman)  
     
/s/ H. Paulett Eberhart Director February 28, 201926, 2020
(H. Paulett Eberhart)  
     
/s/ Kimberly S. Greene Director February 28, 201926, 2020
(Kimberly S. Greene)  
     
/s/ Deborah P. Majoras Director February 28, 201926, 2020
(Deborah P. Majoras)  
     
/s/ Donald L. Nickles Director February 28, 201926, 2020
(Donald L. Nickles)  
     
/s/ Philip J. Pfeiffer Director February 28, 201926, 2020
(Philip J. Pfeiffer)  
     
/s/ Robert A. Profusek Director February 28, 201926, 2020
(Robert A. Profusek)  
     
/s/ Stephen M. Waters Director February 28, 201926, 2020
(Stephen M. Waters)  
     
/s/ Randall J. Weisenburger Director February 28, 201926, 2020
(Randall J. Weisenburger)  
     
/s/ Rayford Wilkins, Jr. Director February 28, 201926, 2020
(Rayford Wilkins, Jr.)  








145152