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VALERO ENERGY CORP/TX - Quarter Report: 2018 September (Form 10-Q)

 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
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 1-13175
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
74-1828067
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
One Valero Way
San Antonio, Texas
(Address of principal executive offices)
78249
(Zip Code)
(210) 345-2000
(Registrant’s telephone number, including area code)
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 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 filer þ Accelerated filer o Non-accelerated filer o
Smaller reporting company o Emerging growth company o
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 number of shares of the registrant’s only class of common stock, $0.01 par value, outstanding as of October 31, 2018 was 424,308,242.
 
 
 
 
 



VALERO ENERGY CORPORATION
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 





i


Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VALERO ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(millions of dollars, except par value)
 
September 30,
2018
 
December 31,
2017
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
3,551

 
$
5,850

Receivables, net
8,249

 
6,922

Inventories
7,501

 
6,384

Prepaid expenses and other
590

 
156

Total current assets
19,891

 
19,312

Property, plant, and equipment, at cost
41,841

 
40,010

Accumulated depreciation
(13,413
)
 
(12,530
)
Property, plant, and equipment, net
28,428

 
27,480

Deferred charges and other assets, net
3,575

 
3,366

Total assets
$
51,894

 
$
50,158

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of debt and capital lease obligations
$
199

 
$
122

Accounts payable
10,224

 
8,348

Accrued expenses
553

 
712

Taxes other than income taxes payable
1,275

 
1,321

Income taxes payable
231

 
568

Total current liabilities
12,482

 
11,071

Debt and capital lease obligations, less current portion
8,877

 
8,750

Deferred income tax liabilities
4,725

 
4,708

Other long-term liabilities
2,850

 
2,729

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

Additional paid-in capital
7,042

 
7,039

Treasury stock, at cost;
248,855,313 and 239,603,534 common shares
(14,334
)
 
(13,315
)
Retained earnings
30,430

 
29,200

Accumulated other comprehensive loss
(1,235
)
 
(940
)
Total Valero Energy Corporation stockholders’ equity
21,910


21,991

Noncontrolling interests
1,050

 
909

Total equity
22,960

 
22,900

Total liabilities and equity
$
51,894

 
$
50,158

See Condensed Notes to Consolidated Financial Statements.



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Table of Contents

VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(millions of dollars, except per share amounts)
(unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Revenues (a)
$
30,849

 
$
23,562

 
$
88,303

 
$
67,588

Cost of sales:
 
 
 
 
 
 
 
Cost of materials and other
27,701

 
20,329

 
79,317

 
59,366

Operating expenses (excluding depreciation and amortization
expense reflected below)
1,193

 
1,135

 
3,439

 
3,370

Depreciation and amortization expense
504

 
484

 
1,499

 
1,457

Total cost of sales
29,398

 
21,948

 
84,255

 
64,193

Other operating expenses
10

 
44

 
41

 
44

General and administrative expenses (excluding depreciation and
amortization expense reflected below)
209

 
225

 
695

 
592

Depreciation and amortization expense
13

 
13

 
39

 
39

Operating income
1,219

 
1,332

 
3,273

 
2,720

Other income, net
42

 
23

 
88

 
76

Interest and debt expense, net of capitalized interest
(111
)
 
(114
)
 
(356
)
 
(354
)
Income before income tax expense
1,150

 
1,241

 
3,005

 
2,442

Income tax expense
276

 
378

 
674

 
686

Net income
874

 
863

 
2,331

 
1,756

Less: Net income attributable to noncontrolling interests
18

 
22

 
161

 
62

Net income attributable to Valero Energy Corporation stockholders
$
856

 
$
841

 
$
2,170

 
$
1,694

 
 
 
 
 
 
 
 
Earnings per common share
$
2.01

 
$
1.91

 
$
5.05

 
$
3.80

Weighted-average common shares outstanding (in millions)
425

 
439

 
428

 
444

 
 
 
 
 
 
 
 
Earnings per common share – assuming dilution
$
2.01

 
$
1.91

 
$
5.05

 
$
3.80

Weighted-average common shares outstanding –
assuming dilution (in millions)
427

 
441

 
430

 
446

_______________________________________________
 
 
 
 
 
 
 
Supplemental information:
 
 
 
 
 
 
 
(a)    Includes excise taxes on sales by certain of our international
operations
$
1,338

 
$
1,447

 
$
4,272

 
$
4,103


See Condensed Notes to Consolidated Financial Statements.



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VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions of dollars)
(unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
874

 
$
863

 
$
2,331

 
$
1,756

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustment
23

 
228

 
(223
)
 
510

Net gain on pension and other postretirement
benefits
8

 
4

 
25

 
11

Other comprehensive income (loss) before
income tax expense
31

 
232

 
(198
)
 
521

Income tax expense related to items of
other comprehensive income (loss)
1

 
1

 
5

 
3

Other comprehensive income (loss)
30

 
231

 
(203
)
 
518

Comprehensive income
904

 
1,094

 
2,128

 
2,274

Less: Comprehensive income attributable
to noncontrolling interests
21

 
23

 
162

 
63

Comprehensive income attributable to
Valero Energy Corporation stockholders
$
883

 
$
1,071

 
$
1,966

 
$
2,211


See Condensed Notes to Consolidated Financial Statements.



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VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(millions of dollars)
(unaudited)
 
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
Balance as of June 30, 2018
$
7

 
$
7,032

 
$
(13,923
)
 
$
29,915

 
$
(1,262
)
 
$
21,769

 
$
1,035

 
$
22,804

Net income

 

 

 
856

 

 
856

 
18

 
874

Dividends on common stock
($0.80 per share)

 

 

 
(341
)
 

 
(341
)
 

 
(341
)
Stock-based compensation expense

 
11

 

 

 

 
11

 

 
11

Transactions in connection with
stock-based compensation plans

 

 
(15
)
 

 

 
(15
)
 

 
(15
)
Stock purchases under purchase programs

 

 
(396
)
 

 

 
(396
)
 

 
(396
)
Distributions to noncontrolling interests

 

 

 

 

 

 
(13
)
 
(13
)
Other

 
(1
)
 

 

 

 
(1
)
 
7

 
6

Other comprehensive income

 

 

 

 
27

 
27

 
3

 
30

Balance as of September 30, 2018
$
7

 
$
7,042

 
$
(14,334
)
 
$
30,430


$
(1,235
)

$
21,910


$
1,050


$
22,960

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of June 30, 2017
$
7

 
$
7,096

 
$
(12,660
)
 
$
26,603

 
$
(1,123
)
 
$
19,923

 
$
842

 
$
20,765

Net income

 

 

 
841

 

 
841

 
22

 
863

Dividends on common stock
($0.70 per share)

 

 

 
(309
)
 

 
(309
)
 

 
(309
)
Stock-based compensation expense

 
12

 

 

 

 
12

 

 
12

Transactions in connection with
stock-based compensation plans

 
(7
)
 
(3
)
 

 

 
(10
)
 

 
(10
)
Stock purchases under purchase program

 

 
(276
)
 

 

 
(276
)
 

 
(276
)
Distributions to noncontrolling interests

 

 

 

 

 

 
(11
)
 
(11
)
Other

 
(41
)
 

 

 

 
(41
)
 

 
(41
)
Other comprehensive income

 

 

 

 
230

 
230

 
1

 
231

Balance as of September 30, 2017
$
7

 
$
7,060


$
(12,939
)

$
27,135


$
(893
)

$
20,370


$
854


$
21,224


See Condensed Notes to Consolidated Financial Statements.




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Table of Contents

VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY (Continued)
(millions of dollars)
(unaudited)
 
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
Balance as of December 31, 2017
$
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
)
 

 

 

Net income

 

 

 
2,170

 

 
2,170

 
161

 
2,331

Dividends on common stock
($2.40 per share)

 

 

 
(1,031
)
 

 
(1,031
)
 

 
(1,031
)
Stock-based compensation expense

 
40

 

 

 

 
40

 

 
40

Transactions in connection with
stock-based compensation plans

 
(34
)
 
(115
)
 

 

 
(149
)
 

 
(149
)
Stock purchases under purchase programs

 

 
(904
)
 

 

 
(904
)
 

 
(904
)
Contributions from noncontrolling interests

 

 

 

 

 

 
32

 
32

Distributions to noncontrolling interests

 

 

 

 

 

 
(63
)
 
(63
)
Other

 
(3
)
 

 

 

 
(3
)
 
10

 
7

Other comprehensive income (loss)

 

 

 

 
(204
)
 
(204
)
 
1

 
(203
)
Balance as of September 30, 2018
$
7

 
$
7,042


$
(14,334
)

$
30,430


$
(1,235
)

$
21,910


$
1,050


$
22,960

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2016
$
7

 
$
7,088

 
$
(12,027
)
 
$
26,366

 
$
(1,410
)
 
$
20,024

 
$
830

 
$
20,854

Net income

 

 

 
1,694

 

 
1,694

 
62

 
1,756

Dividends on common stock
($2.10 per share)

 

 

 
(936
)
 

 
(936
)
 

 
(936
)
Stock-based compensation expense

 
37

 

 

 

 
37

 

 
37

Transactions in connection with
stock-based compensation plans

 
(34
)
 
13

 

 

 
(21
)
 

 
(21
)
Stock purchases under purchase programs

 

 
(925
)
 

 

 
(925
)
 

 
(925
)
Issuance of Valero Energy Partners LP
common units

 

 

 

 

 

 
33

 
33

Distributions to noncontrolling interests

 

 

 

 

 

 
(56
)
 
(56
)
Other

 
(31
)
 

 
11

 

 
(20
)
 
(16
)
 
(36
)
Other comprehensive income

 

 

 

 
517

 
517

 
1

 
518

Balance as of September 30, 2017
$
7

 
$
7,060


$
(12,939
)

$
27,135


$
(893
)

$
20,370


$
854


$
21,224


See Condensed Notes to Consolidated Financial Statements.




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VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions of dollars)
(unaudited)
 
Nine Months Ended
September 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
2,331

 
$
1,756

Adjustments to reconcile net income to net cash provided by
operating activities:
 
 
 
Depreciation and amortization expense
1,538

 
1,496

Deferred income tax expense (benefit)
(62
)
 
80

Changes in current assets and current liabilities
(1,174
)
 
544

Changes in deferred charges and credits and
other operating activities, net
60

 
(54
)
Net cash provided by operating activities
2,693

 
3,822

Cash flows from investing activities:
 
 
 
Capital expenditures
(1,168
)
 
(913
)
Deferred turnaround and catalyst costs
(661
)
 
(381
)
Investments in joint ventures
(124
)
 
(373
)
Capital expenditures of certain variable interest entities
(89
)
 

Peru Acquisition, net of cash acquired
(466
)
 

Acquisitions of undivided interests
(181
)
 
(72
)
Minor acquisitions
(88
)
 

Other investing activities, net
9

 
(1
)
Net cash used in investing activities
(2,768
)
 
(1,740
)
Cash flows from financing activities:
 
 
 
Proceeds from debt issuances and borrowings
1,329

 

Repayments of debt and capital lease obligations
(1,352
)
 
(15
)
Purchase of common stock for treasury
(1,081
)
 
(951
)
Common stock dividends
(1,031
)
 
(936
)
Proceeds from issuance of Valero Energy Partners LP common units

 
36

Contributions from noncontrolling interests
32

 

Distributions to noncontrolling interests
(63
)
 
(56
)
Other financing activities, net
(15
)
 
(21
)
Net cash used in financing activities
(2,181
)
 
(1,943
)
Effect of foreign exchange rate changes on cash
(43
)
 
221

Net increase (decrease) in cash and cash equivalents
(2,299
)
 
360

Cash and cash equivalents at beginning of period
5,850

 
4,816

Cash and cash equivalents at end of period
$
3,551

 
$
5,176


See Condensed Notes to Consolidated Financial Statements.



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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
General
As used in this report, the terms “Valero,” “we,” “us,” or “our” refer to Valero Energy Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole.

These unaudited financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

The balance sheet as of December 31, 2017 has been derived from our audited financial statements as of that date. For further information, refer to our financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2017.

Reclassifications
Certain prior period amounts have been reclassified to conform to the 2018 presentation.

Significant Accounting Policies
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 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.

Revenue Recognition
Background
We adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” (Topic 606) on January 1, 2018, as described below in “Accounting Pronouncements Adopted on January 1, 2018.” Accordingly, our revenue recognition accounting policy has been revised to reflect the adoption of this standard.

Revised Policy
Our revenues are primarily generated from contracts with customers. We generate revenue from contracts with customers from the sale of products by our refining and ethanol 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.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 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.

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.

Accounting Pronouncements Adopted During 2018
Topic 606
As previously noted, we adopted the provisions of Topic 606 on January 1, 2018. Topic 606 clarifies the principles for recognizing revenue and supersedes previous revenue recognition requirements under “Revenue Recognition (Topic 605),” 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 January 1, 2018. Additionally, there was no material impact to our financial position or results of operations as of and for the three and nine months ended September 30, 2018. See “Revenue Recognition” above for a discussion of our accounting policy affected by our adoption of Topic 606. Also see Note 12 for further



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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

information on our revenues. We implemented new processes in order to monitor ongoing compliance with accounting and disclosure requirements.
ASU No. 2016-01
In January 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” (ASU No. 2016-01) to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. We adopted the provisions of ASU No. 2016-01 on January 1, 2018 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 three and nine months ended September 30, 2018, but it 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
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (ASU No. 2017-04) to simplify 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 (rather than under the current method of comparing the implied fair value of goodwill with its carrying amount), 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 entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The provisions of ASU No. 2017-04 are effective for annual or any interim goodwill impairment tests in reporting periods beginning after December 15, 2019 on a prospective basis, with early adoption permitted. We adopted the provisions of ASU No. 2017-04 on October 1, 2018. The adoption of this ASU will not have an immediate effect on our financial position or results of operations, but may result in additional disclosures, as it is applied prospectively to impairment tests performed after the date of adoption.

ASU No. 2017-07
In March 2017, the FASB issued ASU No. 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” (ASU No. 2017-07) that 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. We retrospectively adopted the provisions of ASU No. 2017-07 on January 1, 2018. The adoption of this ASU did not affect our financial position or results of operations, but did result in the reclassification of non-service cost components 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 $10 million and $31 million in operating expenses (excluding depreciation and amortization expense) and a decrease of $4 million and



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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$5 million in general and administrative expenses (excluding depreciation and amortization expense) for the three and nine months ended September 30, 2017, respectively.

ASU No. 2017-09
In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” (ASU No. 2017-09) to reduce diversity in practice, as well as reduce cost and complexity regarding a change to the terms or conditions of a share-based payment award. We adopted ASU No. 2017-09 on January 1, 2018. 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
In February 2018, the FASB issued 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) that 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. The provisions of ASU No. 2018-02 are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods, with early adoption permitted. This ASU shall be applied either at the beginning of the annual or interim period of adoption or retrospectively to each period in which the income tax effects of Tax Reform affects the items remaining in accumulated other comprehensive income. We adopted ASU No. 2018-02 on January 1, 2018 and elected to reclassify the stranded income tax effects of Tax Reform from accumulated other comprehensive loss 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 presented in our statement of equity and in Note 7 under “Accumulated Other Comprehensive Loss.” We release stranded income tax effects from accumulated other comprehensive loss to retained earnings on an individual item basis as those items are reclassified into income.

ASU No. 2018-05
In March 2018, the 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 Securities and Exchange Commission (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 10 for a discussion of the impact of this ASU.

ASU No. 2018-13
In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” (ASU No. 2018-13) to improve the effectiveness of disclosures in the notes to financial statements by removing, modifying, and adding certain disclosure requirements for fair value measurements. For example, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU No. 2018-13 are effective for all



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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

entities for annual reporting periods, beginning after December 15, 2019, and interim 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 retrospectively. We adopted all of the provisions of ASU No. 2018-13 on October 1, 2018. The adoption of this ASU will not affect our financial position or results of operations, but will result in revised disclosures.

Accounting Pronouncements Not Yet Adopted
Topic 842
In February 2016, the FASB issued “Leases (Topic 842),” (Topic 842) to increase 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. We will adopt this new standard on January 1, 2019, and we expect to use the optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption and apply the new disclosure requirements beginning in the period of adoption.

The new standard provides a number of optional practical expedients and we expect to elect the following:

Transition Elections. We expect to elect the package of practical expedients that permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs, as well as the practical expedient that permits us to not assess existing land easements under the new standard.

Ongoing Accounting Policy Elections. We expect to elect the short-term lease recognition exemption whereby right-of-use (ROU) assets and lease liabilities will not be 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.

We are enhancing our contracting and lease evaluation systems and related processes, and we are developing a new lease accounting system to capture our leases and support the required disclosures. We have monitored and will continue to monitor the adoption process to ensure compliance with accounting and disclosure requirements. We also continue the integration of our lease accounting system with our general ledger, including the modifications to our related procurement and payment processes during the fourth quarter of 2018.

We anticipate this standard will have a material impact on (i) the recognition of ROU assets and lease liabilities on our balance sheet for our operating leases, (ii) the derecognition of existing assets under construction in a build-to-suit lease arrangement (see Note 6 under “Commitments—MVP Terminal”), and (iii) the presentation of new disclosures about our leasing activities. However, we do not expect adoption to have a material impact on our results of operations or liquidity. We expect our accounting for capital leases to remain substantially unchanged.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ASU No. 2016-13
In June 2016, the FASB issued “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses 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. 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 January 1, 2020 and we do not expect such adoption to affect our financial position or our results of operations.

ASU No. 2017-12
In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” (ASU No. 2017-12) to improve and simplify accounting guidance for hedge accounting. The provisions 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. We use derivative instruments to hedge our commodity price risk; however, we have not designated these derivative instruments as fair value or cash flow hedges (see Note 15). 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 is not expected to affect our financial position or results of operations.

ASU No. 2018-14
In August 2018, the FASB issued 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,” (ASU No. 2018-14) to improve 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. For example, entities will no longer be 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 will be 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 provisions of ASU No. 2018-14 are effective for annual reporting periods ending after December 15, 2020 on a retrospective basis for all periods presented, with early adoption permitted. We anticipate adopting ASU No. 2018-14 on December 31, 2018. The adoption of this ASU will not affect our financial position or results of operations, but will result in revised disclosures.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 variable interest entities (VIEs). We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary as further described in Note 8. 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 in 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 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, 2019 and we do not expect such adoption to affect our financial position or results of operations, but may impact future transactions with VIEs.

2.
SUBSEQUENT EVENTS

Pending Acquisition of Ethanol Plants
On October 8, 2018, we entered into an agreement to acquire three ethanol plants from two subsidiaries of Green Plains Inc. for total cash consideration of $300 million plus working capital of approximately $28 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. We expect the acquisition will be completed in the fourth quarter of 2018.

Pending Merger with Valero Energy Partners LP (VLP)
On October 18, 2018, we entered into a definitive Agreement and Plan of Merger (Merger Agreement and, together with the transactions contemplated thereby, the Merger Transaction) with VLP pursuant to which we have agreed to acquire, for cash, all of the outstanding publicly held common units of VLP at a price of $42.25 per common unit, for an aggregate transaction value of approximately $950 million. The Merger Transaction is expected to close as soon as possible following the satisfaction of certain customary closing conditions. We currently consolidate the financial statements of VLP (see Note 8) and we reflect noncontrolling interests on our balance sheet for the portion of VLP’s partners’ capital held by VLP’s public common unitholders. Upon the closing of the Merger Transaction, VLP will become an indirect wholly owned subsidiary and we will no longer reflect its noncontrolling interest on our balance sheet. In addition, we will no longer attribute a portion of VLP’s net income to noncontrolling interests.

3.
ACQUISITION

Peru Acquisition
On May 14, 2018, we acquired 100 percent of the issued and outstanding equity interests in Pure Biofuels del Peru S.A.C. (Pure Biofuels) from Pegasus Capital Advisors L.P. and various minority equity holders (collectively, the sellers). Pure Biofuels markets refined petroleum products through a network of logistics assets throughout Peru. Pure Biofuels owns a terminal at the Port of Callao, near Lima, with approximately 1 million barrels of storage capacity for refined petroleum and renewable products. Through one of its



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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

subsidiaries, Pure Biofuels also owns a 180,000-barrel storage terminal in Paita, in northern Peru, which is scheduled to commence operations later in 2018. We paid $466 million from available cash on hand, of which $130 million was for working capital. The amount paid for working capital was adjusted in the third quarter of 2018 and is subject to further adjustment pending the final working capital settlement that is expected to be completed in the fourth quarter of 2018. 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.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date, which are preliminary and subject to change after the completion of an independent appraisal that we expect to complete in the fourth quarter of 2018 (in millions).
Current assets, net of cash acquired
$
156

Property, plant, and equipment
137

Deferred charges and other assets
445

Current liabilities, excluding current portion of debt
(26
)
Debt assumed, including current portion
(137
)
Deferred income tax liabilities
(81
)
Other long-term liabilities
(22
)
Noncontrolling interest
(6
)
Total consideration, net of cash acquired
$
466


Deferred charges and other assets primarily include identifiable intangible assets of $210 million and goodwill of $228 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 South American refined petroleum products market 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 expected to be deductible for tax purposes.

The Peru Acquisition purchase agreement provides for a potential earn-out payment based on Pure Biofuels’ earnings for the period from January 1, 2021 through December 31, 2021, or if certain events occur, for the period from January 1, 2020 through December 31, 2020. The sellers are entitled to receive the contingent earn-out payments if certain financial metrics are achieved by Pure Biofuels. As of September 30, 2018, we did not record a contingent liability with respect to this earn-out agreement based on our preliminary estimate of its fair value.
Our consolidated 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.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.
INVENTORIES

Inventories consisted of the following (in millions):
 
September 30,
2018

December 31,
2017
Refinery feedstocks
$
2,607

 
$
2,427

Refined petroleum products and blendstocks
4,423

 
3,459

Ethanol feedstocks and products
211

 
242

Materials and supplies
260

 
256

Inventories
$
7,501

 
$
6,384


As of September 30, 2018 and December 31, 2017, the replacement cost (market value) of LIFO inventories exceeded their LIFO carrying amounts by $4.7 billion and $3.0 billion, respectively, and our non-LIFO inventories accounted for $1.4 billion and $1.0 billion, respectively, of our total inventories.

5.
DEBT AND CAPITAL LEASE OBLIGATIONS

Debt
During the nine months ended September 30, 2018, the following activity occurred:

We issued in a public offering $750 million aggregate principal amount of our 4.35 percent Senior Notes due June 1, 2028. Gross proceeds from this debt issuance were $749 million before deducting the underwriting discount and other debt issuance costs totaling $7 million. The proceeds were used to redeem our 9.375 percent Senior Notes due March 15, 2019 (9.375 percent Senior Notes) for $787 million, which includes an early redemption fee of $37 million that was charged to other income, net.

VLP issued in a public offering $500 million aggregate principal amount of its 4.5 percent Senior Notes due March 15, 2028. Gross proceeds from this debt issuance were $498 million before deducting the underwriting discount and other debt issuance costs totaling $5 million. The proceeds are available only to the operations of VLP and were used to repay the outstanding balance of $410 million on VLP’s $750 million senior unsecured revolving credit facility (the VLP Revolver) and $85 million of its notes payable to us, which is eliminated in consolidation.

Central Mexico Terminals, which is the name used by us to refer to certain of our consolidated VIEs and is further described and defined in Note 8, entered into a combined $340 million unsecured revolving credit facility (IEnova Revolver) with IEnova (defined in Note 8). Central Mexico Terminals borrowed $71 million and had no repayments under the IEnova Revolver. The IEnova Revolver matures in February 2028. However, IEnova may terminate the IEnova Revolver at any time and demand repayment of all outstanding amounts; therefore, such amounts 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 Valero.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Outstanding borrowings under the IEnova 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 the IEnova Revolver is subject to adjustment, with agreement by both parties, based upon changes in market conditions. As of September 30, 2018, the variable rate was 5.987 percent.

We retired $137 million of debt assumed in connection with the Peru Acquisition with available cash on hand.

During the nine months ended September 30, 2017, we had no significant debt activity.

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):
 
 
 
 
 
 
September 30, 2018
 
 
Facility
Amount
 
Maturity Date
 
Outstanding
Borrowings
 
Letters of
Credit Issued
 
Availability
Committed facilities:
 
 
 
 
 
 
 
 
 
 
Valero Revolver
 
$
3,000

 
November 2020
 
$

 
$
60

 
$
2,940

VLP Revolver
 
$
750

 
November 2020
 
$

 
$

 
$
750

IEnova Revolver
 
$
340

 
February 2028
 
$
71

 
n/a

 
$
269

Canadian Revolver (a)
 
C$
75

 
November 2018
 
C$

 
C$
5

 
C$
70

Accounts receivable
sales facility
 
$
1,300

 
July 2019
 
$
100

 
n/a

 
$
1,200

Letter of credit facility (a)
 
$
100

 
November 2018
 
n/a

 
$

 
$
100

Uncommitted facilities:
 
 
 
 
 
 
 
 
 
 
Letter of credit facilities
 
n/a

 
n/a
 
n/a

 
$
307

 
n/a

___________________
(a)
This facility is expected to be amended to extend the maturity date from November 2018 to November 2019.
Letters of credit issued as of September 30, 2018 expire at various times in 2018 through 2020.

As of September 30, 2018 and December 31, 2017, the variable interest rate on the accounts receivable sales facility was 2.7959 percent and 2.0387 percent, respectively.

Other Disclosures
Interest and debt expense, net of capitalized interest is comprised of the following (in millions):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Interest and debt expense
$
134

 
$
134

 
$
417

 
$
402

Less capitalized interest
23

 
20

 
61

 
48

Interest and debt expense, net of
capitalized interest
$
111

 
$
114

 
$
356

 
$
354





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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.
COMMITMENTS AND CONTINGENCIES

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. Construction of phases one and two of the project began in 2017 with a total estimated cost of $840 million, of which we have committed to contribute 50 percent (approximately $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 $188 million to MVP, of which $107 million was contributed during the nine months ended September 30, 2018.

Concurrent with the formation of MVP, we entered into a terminaling agreement with MVP to utilize the MVP Terminal upon completion of phase two, which is expected to occur in early 2020. The terminaling agreement has an initial term of 12 years with two five-year automatic renewals, and year-to-year renewals thereafter.

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. Accordingly, as of September 30, 2018, we recorded an asset of $442 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 $254 million payable to Magellan. The amounts recorded for the portion of the construction costs associated with the payable to Magellan are noncash investing and financing items, respectively.

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, 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 completed in mid-2019. The estimated cost of our 40 percent undivided interest in this pipeline is $170 million. Since inception, capital expenditures have totaled $50 million, of which $43 million was spent during the nine months ended September 30, 2018.
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 is expected to contain (i) a 262-mile, 24-inch crude oil pipeline (the Sunrise Pipeline) that originates at Plains’ terminal in Midland, Texas and ends 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 is expected to be placed in service in the fourth quarter of 2018. Capital expenditures totaled $138 million for the nine months ended September 30, 2018.




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VALERO ENERGY CORPORATION
CONDENSED 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. Environmental Protection Agency (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 our shutdown refinery site, which is adjacent to the Village. During the second quarter of 2018, we entered into a consent order with the Illinois EPA that was approved by the state court on July 26, 2018. In the consent order, we assumed the underlying liability for full cleanup of our 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 nine months ended September 30, 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.

Litigation Matters
We are party to claims and legal proceedings arising in the ordinary course of business. We have not recorded a loss contingency liability with respect to some of these matters because we have determined that it is remote that a loss has been incurred. For other matters, we have recorded a loss contingency liability where we have determined that it is probable that a loss has been incurred and that the loss is reasonably estimable. These loss contingency liabilities are not material to our financial position. We re-evaluate and update our loss contingency liabilities as matters progress over time, and we believe that any changes to the recorded liabilities will not be material to our financial position, results of operations, or liquidity.

7.
EQUITY

Share Activity
There was no significant share activity during the nine months ended September 30, 2018 and 2017.
 
 
 
 
 
 
 
 
Common Stock Dividends
On October 31, 2018, our board of directors declared a quarterly cash dividend of $0.80 per common share payable on December 12, 2018 to holders of record at the close of business on November 20, 2018.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component, net of tax, were as follows (in millions):
 
Nine Months Ended September 30,
 
2018
 
2017
 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plans
Items
 
Total
 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plans
Items
 
Total
Balance as of beginning of period
$
(507
)
 
$
(433
)
 
$
(940
)
 
$
(1,021
)
 
$
(389
)
 
$
(1,410
)
Other comprehensive income (loss)
before reclassifications
(224
)
 

 
(224
)
 
509

 

 
509

Amounts reclassified from
accumulated other
comprehensive loss

 
20

 
20

 

 
8

 
8

Other comprehensive income (loss)
(224
)
 
20

 
(204
)
 
509

 
8

 
517

Reclassification of stranded income
tax effects of Tax Reform
to retained earnings per
ASU 2018-02 (see Note 1)

 
(91
)
 
(91
)
 

 

 

Balance as of end of period
$
(731
)
 
$
(504
)
 
$
(1,235
)
 
$
(512
)
 
$
(381
)
 
$
(893
)

8.
VARIABLE INTEREST ENTITIES

Consolidated VIEs
We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary. Our significant consolidated VIE’s include:

VLP, a publicly traded master limited partnership formed to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets;

Diamond Green Diesel Holdings LLC (DGD), a joint venture formed to construct and operate a biodiesel plant that processes animal fats, used cooking oils, and other vegetable oils into renewable green diesel; and

Central Mexico Terminals (previously referred to by us as VPM Terminals), 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. We have terminaling agreements with Central Mexico Terminals that represent variable interests. We do not have an ownership interest in Central Mexico Terminals.

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



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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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).
 
September 30, 2018
 
VLP
 
DGD
 
Central
Mexico
Terminals
 
Other
 
Total
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
128

 
$
78

 
$
1

 
$
20

 
$
227

Other current assets
1

 
94

 
17

 
51

 
163

Property, plant, and equipment, net
1,414

 
567

 
138

 
118

 
2,237

Liabilities
 
 
 
 
 
 
 
 
 
Current liabilities, including current portion
of debt and capital lease obligations
$
34

 
$
40

 
$
95

 
$
5

 
$
174

Debt and capital lease obligations,
less current portion
990

 

 

 
38

 
1,028

 
December 31, 2017
 
VLP
 
DGD
 
Central
Mexico
Terminals
 
Other
 
Total
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
42

 
$
123

 
$
1

 
$
13

 
$
179

Other current assets
2

 
66

 
4

 

 
72

Property, plant, and equipment, net
1,416

 
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


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. MVP is one of our non-consolidated VIEs and is accounted for under owner accounting as described in Note 6. As of September 30, 2018, our maximum exposure to loss was $188 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.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.
EMPLOYEE BENEFIT PLANS

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
 
2018
 
2017
 
2018
 
2017
Three months ended September 30:
 
 
 
 
 
 
 
Service cost
$
33

 
$
31

 
$
2

 
$
1

Interest cost
22

 
21

 
2

 
3

Expected return on plan assets
(40
)
 
(37
)
 

 

Amortization of:
 
 
 
 
 
 
 
Net actuarial (gain) loss
16

 
13

 
(1
)
 

Prior service credit
(5
)
 
(5
)
 
(2
)
 
(4
)
Special charges
2

 
3

 

 

Net periodic benefit cost
$
28

 
$
26

 
$
1

 
$

 
 
 
 
 
 
 
 
Nine months ended September 30:
 
 
 
 
 
 
 
Service cost
$
100

 
$
92

 
$
5

 
$
4

Interest cost
68

 
64

 
7

 
8

Expected return on plan assets
(122
)
 
(112
)
 

 

Amortization of:
 
 
 
 
 
 
 
Net actuarial (gain) loss
49

 
40

 
(2
)
 
(2
)
Prior service credit
(14
)
 
(15
)
 
(8
)
 
(12
)
Special charges
7

 
3

 

 

Net periodic benefit cost (credit)
$
88

 
$
72

 
$
2

 
$
(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 the line item other income, net in the statements of income.

We contributed $132 million and $104 million, respectively, to our pension plans and $15 million and $17 million, respectively, to our other postretirement benefit plans during the nine months ended September 30, 2018 and 2017. Of the $132 million contributed to our pension plans during the nine months ended September 30, 2018, $110 million was discretionary and was contributed during the third quarter of 2018.

As a result of the discretionary pension contributions discussed above, our expected contributions to our pension plans have increased to $141 million for 2018. Our anticipated contributions to our other postretirement benefit plans during 2018 have not changed from the amount previously disclosed in our financial statements for the year ended December 31, 2017.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.
INCOME TAXES

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. Tax Reform introduced significant and complex changes to the Code, and regulatory guidance from the Internal Revenue Service (IRS) is needed in order to properly account for many of the changes. In response, 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, which requires that the effects of Tax Reform be recorded for items where the accounting is complete, as well as for items where a reasonable estimate can be made (referred to as provisional amounts). For items where reasonable estimates cannot be made, provisional amounts should not be recorded and those items should continue to be accounted for under the Code prior to changes from Tax Reform until a reasonable estimate can be made.

We recorded the effects of Tax Reform for the year ended December 31, 2017 in accordance with ASU No. 2018-05, which included provisional amounts associated with the one-time transition tax on the deemed repatriation of previously undistributed accumulated earnings and profits of our international subsidiaries. We also identified items where reasonable estimates could not be made at that time.

We did not revise our initial provisional estimate during the three and nine months ended September 30, 2018, and we have not completed our accounting for the income tax effects of Tax Reform. We continue to gather additional information in order to revise our initial estimates. Any adjustments to our initial estimates will be recorded in the fourth quarter of 2018.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.
EARNINGS PER COMMON SHARE

Earnings per common share were computed as follows (dollars and shares in millions, except per share amounts):
 
Three Months Ended September 30,
 
2018
 
2017
 
Participating
Securities
 
Common
Stock
 
Participating
Securities
 
Common
Stock
Earnings per common share:
 
 
 
 
 
 
 
Net income attributable to Valero stockholders
 
 
$
856

 
 
 
$
841

Less dividends paid:
 
 
 
 
 
 
 
Common stock
 
 
340

 
 
 
308

Participating securities
 
 
1

 
 
 
1

Undistributed earnings
 
 
$
515

 
 
 
$
532

Weighted-average common shares outstanding
1

 
425

 
2

 
439

Earnings per common share:
 
 
 
 
 
 
 
Distributed earnings
$
0.80

 
$
0.80

 
$
0.70

 
$
0.70

Undistributed earnings
1.21

 
1.21

 
1.21

 
1.21

Total earnings per common share
$
2.01

 
$
2.01

 
$
1.91

 
$
1.91

 
 
 
 
 
 
 
 
Earnings per common share –
assuming dilution:
 
 
 
 
 
 
 
Net income attributable to Valero stockholders
 
 
$
856

 
 
 
$
841

Weighted-average common shares outstanding
 
 
425

 
 
 
439

Common equivalent shares
 
 
2

 
 
 
2

Weighted-average common shares outstanding –
assuming dilution
 
 
427

 
 
 
441

Earnings per common share – assuming dilution
 
 
$
2.01

 
 
 
$
1.91




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
Nine Months Ended September 30,
 
2018
 
2017
 
Participating
Securities
 
Common
Stock
 
Participating
Securities
 
Common
Stock
Earnings per common share:
 
 
 
 
 
 
 
Net income attributable to Valero stockholders
 
 
$
2,170

 
 
 
$
1,694

Less dividends paid:
 
 
 
 
 
 
 
Common stock
 
 
1,028

 
 
 
933

Participating securities
 
 
3

 
 
 
3

Undistributed earnings
 
 
$
1,139

 
 
 
$
758

Weighted-average common shares outstanding
1

 
428

 
2

 
444

Earnings per common share:
 
 
 
 
 
 
 
Distributed earnings
$
2.40

 
$
2.40

 
$
2.10

 
$
2.10

Undistributed earnings
2.65

 
2.65

 
1.70

 
1.70

Total earnings per common share
$
5.05

 
$
5.05

 
$
3.80

 
$
3.80

 
 
 
 
 
 
 
 
Earnings per common share –
assuming dilution:
 
 
 
 
 
 
 
Net income attributable to Valero stockholders
 
 
$
2,170

 
 
 
$
1,694

Weighted-average common shares outstanding
 
 
428

 
 
 
444

Common equivalent shares
 
 
2

 
 
 
2

Weighted-average common shares outstanding –
assuming dilution
 
 
430

 
 
 
446

Earnings per common share – assuming dilution
 
 
$
5.05

 
 
 
$
3.80


Participating securities include restricted stock and performance awards granted under our 2011 Omnibus Stock Incentive Plan.

12.
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 and totaled $6.0 billion and $5.7 billion as of September 30, 2018 and January 1, 2018, respectively.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Remaining Performance Obligations
The majority of our contracts with customers are spot contracts and therefore have no remaining performance obligations. Our remaining contracts with customers are primarily term contracts. The transaction price for these term contracts includes an immaterial fixed amount and variable consideration (i.e., a commodity price). The variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct good that forms part of a single performance obligation; therefore, the variable consideration is not included in the remaining performance obligation. As of September 30, 2018, after excluding contracts with an original expected duration of one year or less, 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.

Segment Information
We have three reportable segments – refining, ethanol, and VLP. 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 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 11 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.
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.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table reflects the components of operating income by reportable segment (in millions):

 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Three months ended September 30, 2018:
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
29,984

 
$
864

 
$

 
$
1

 
$
30,849

Intersegment revenues
5

 
68

 
140

 
(213
)
 

Total revenues
29,989

 
932

 
140

 
(212
)
 
30,849

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
27,137

 
776

 

 
(212
)
 
27,701

Operating expenses (excluding depreciation
and amortization expense reflected below)
1,047

 
116

 
31

 
(1
)
 
1,193

Depreciation and amortization expense
466

 
19

 
19

 

 
504

Total cost of sales
28,650

 
911

 
50

 
(213
)
 
29,398

Other operating expenses
10

 

 

 

 
10

General and administrative expenses (excluding
depreciation and amortization expense reflected
below)

 

 

 
209

 
209

Depreciation and amortization expense

 

 

 
13

 
13

Operating income by segment
$
1,329

 
$
21

 
$
90

 
$
(221
)
 
$
1,219

 
 
 
 
 
 
 
 
 
 
Three months ended September 30, 2017:
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
22,728

 
$
834

 
$

 
$

 
$
23,562

Intersegment revenues
1

 
48

 
110

 
(159
)
 

Total revenues
22,729

 
882

 
110

 
(159
)
 
23,562

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
19,818

 
669

 

 
(158
)
 
20,329

Operating expenses (excluding depreciation
and amortization expense reflected below)
996

 
114

 
26

 
(1
)
 
1,135

Depreciation and amortization expense
455

 
17

 
12

 

 
484

Total cost of sales
21,269

 
800

 
38

 
(159
)
 
21,948

Other operating expenses
41

 

 
3

 

 
44

General and administrative expenses (excluding
depreciation and amortization expense reflected
below)

 

 

 
225

 
225

Depreciation and amortization expense

 

 

 
13

 
13

Operating income by segment
$
1,419

 
$
82

 
$
69

 
$
(238
)
 
$
1,332





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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Nine months ended September 30, 2018:
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
85,675

 
$
2,625

 
$

 
$
3

 
$
88,303

Intersegment revenues
10

 
156

 
407

 
(573
)
 

Total revenues
85,685

 
2,781

 
407

 
(570
)
 
88,303

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
77,608

 
2,279

 

 
(570
)
 
79,317

Operating expenses (excluding depreciation
and amortization expense reflected below)
3,013

 
336

 
93

 
(3
)
 
3,439

Depreciation and amortization expense
1,385

 
57

 
57

 

 
1,499

Total cost of sales
82,006

 
2,672

 
150

 
(573
)
 
84,255

Other operating expenses
41

 

 

 

 
41

General and administrative expenses (excluding
depreciation and amortization expense reflected
below)

 

 

 
695

 
695

Depreciation and amortization expense

 

 

 
39

 
39

Operating income by segment
$
3,638

 
$
109

 
$
257

 
$
(731
)
 
$
3,273

 
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2017:
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
65,030

 
$
2,558

 
$

 
$

 
$
67,588

Intersegment revenues
1

 
136

 
326

 
(463
)
 

Total revenues
65,031

 
2,694

 
326

 
(463
)
 
67,588

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
57,662

 
2,166

 

 
(462
)
 
59,366

Operating expenses (excluding depreciation
and amortization expense reflected below)
2,966

 
330

 
75

 
(1
)
 
3,370

Depreciation and amortization expense
1,358

 
63

 
36

 

 
1,457

Total cost of sales
61,986

 
2,559

 
111

 
(463
)
 
64,193

Other operating expenses
41

 

 
3

 

 
44

General and administrative expenses (excluding
depreciation and amortization expense reflected
below)

 

 

 
592

 
592

Depreciation and amortization expense

 

 

 
39

 
39

Operating income by segment
$
3,004

 
$
135

 
$
212

 
$
(631
)
 
$
2,720




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table provides a disaggregation of revenues 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.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
Refining:
 
 
 
 
 
 
 
Gasolines and blendstocks
$
12,664

 
$
10,310

 
$
35,810

 
$
29,368

Distillates
14,052

 
10,477

 
41,169

 
29,909

Other product revenues
3,273

 
1,942

 
8,706

 
5,754

Total refining revenues
29,989

 
22,729

 
85,685

 
65,031

Ethanol:
 
 
 
 
 
 
 
Ethanol
755

 
740

 
2,240

 
2,290

Distillers grains
177

 
142

 
541

 
404

Total ethanol revenues
932

 
882

 
2,781

 
2,694

VLP:
 
 
 
 
 
 
 
Pipeline transportation
31

 
23

 
93

 
71

Terminaling
107

 
86

 
309

 
253

Storage and other
2

 
1

 
5

 
2

Total VLP revenues
140

 
110

 
407

 
326

Corporate – other revenues
1

 

 
3

 

Elimination of intersegment revenues
(213
)
 
(159
)
 
(573
)
 
(463
)
Revenues
$
30,849

 
$
23,562

 
$
88,303

 
$
67,588


Total assets by reportable segment were as follows (in millions):
 
September 30,
2018
 
December 31,
2017
Refining
$
44,168

 
$
40,382

Ethanol
1,312

 
1,344

VLP
1,600

 
1,517

Corporate and eliminations
4,814

 
6,915

Total assets
$
51,894

 
$
50,158





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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13.
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):
 
Nine Months Ended
September 30,
 
2018
 
2017
Decrease (increase) in current assets:
 
 
 
Receivables, net
$
(1,307
)
 
$
74

Inventories
(1,134
)
 
(285
)
Prepaid expenses and other
(65
)
 
138

Increase (decrease) in current liabilities:
 
 
 
Accounts payable
1,890

 
227

Accrued expenses
(168
)
 
121

Taxes other than income taxes payable
(32
)
 
78

Income taxes payable
(358
)
 
191

Changes in current assets and current liabilities
$
(1,174
)
 
$
544


Cash flows related to interest and income taxes were as follows (in millions):
 
Nine Months Ended
September 30,
 
2018
 
2017
Interest paid in excess of amount capitalized
$
344

 
$
356

Income taxes paid, net
1,116

 
357


Noncash investing and financing activities during the nine months ended September 30, 2018 included the recognition of terminal assets and related obligation totaling $160 million under owner accounting as described in Note 6. Noncash investing and financing activities during the nine months ended September 30, 2017 included the recognition of (i) capital lease assets and related obligations totaling approximately $490 million for the lease of storage tanks located at three of our refineries and (ii) terminal assets and related obligation totaling $55 million under owner accounting as described in Note 6.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14.
 FAIR VALUE MEASUREMENTS

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 September 30, 2018 and December 31, 2017.

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.
 
September 30, 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
$
2,072

 
$
12

 
$

 
$
2,084

 
$
(2,058
)
 
$

 
$
26

 
$

Investments of certain
benefit plans
63

 

 
9

 
72

 
n/a

 
n/a

 
72

 
n/a

Total
$
2,135

 
$
12

 
$
9

 
$
2,156

 
$
(2,058
)
 
$

 
$
98

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 

 
 
 
 
 

 
 
Commodity derivative
contracts
$
2,109

 
$
10

 
$

 
$
2,119

 
$
(2,058
)
 
$
(61
)
 
$

 
$
(88
)
Environmental credit
obligations

 
16

 

 
16

 
n/a

 
n/a

 
16

 
n/a

Physical purchase
contracts

 
11

 

 
11

 
n/a

 
n/a

 
11

 
n/a

Foreign currency
contracts
3

 

 

 
3

 
n/a

 
n/a

 
3

 
n/a

Total
$
2,112

 
$
37

 
$

 
$
2,149

 
$
(2,058
)
 
$
(61
)
 
$
30

 




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
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 and swaps. These contracts are measured at fair value using the market approach. Exchange-traded futures are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Swaps are priced using third-party broker quotes, industry pricing services, and exchange-traded curves, with appropriate consideration of counterparty credit risk, but because they have contractual terms that are not identical to exchange-traded futures instruments with a comparable market price, these financial instruments are categorized in Level 2 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 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 assets categorized in Level 3 of the fair value hierarchy represent insurance contracts, the fair value of which is provided by the insurer.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign currency contracts consist of foreign currency exchange and purchase contracts entered into for our international operations to manage our exposure to exchange rate fluctuations on transactions denominated in currencies other than the local (functional) currencies of those operations. These contracts are valued based on quoted prices from the exchange 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 Renewable Identification Numbers (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 further described in Note 15 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 between levels for assets and liabilities held as of September 30, 2018 and December 31, 2017 that were measured at fair value on a recurring basis.

There was no significant activity during the three and nine months ended September 30, 2018 and 2017 related to the fair value amounts categorized in Level 3 as of September 30, 2018 and December 31, 2017.

Nonrecurring Fair Value Measurements
There were no assets or liabilities that were measured at fair value on a nonrecurring basis as of September 30, 2018 and December 31, 2017.

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):
 
 
 
September 30, 2018
 
December 31, 2017
 
Fair Value
Hierarchy
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
Level 1
 
$
3,551

 
$
3,551

 
$
5,850

 
$
5,850

Financial liabilities:
 
 
 
 
 
 
 
 
 
Debt (excluding capital leases)
Level 2
 
8,467

 
9,328

 
8,310

 
9,795




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15.
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 14), as summarized below under “Fair Values of Derivative 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), grain (primarily corn), soybean oil, 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, swaps, and options. We use the futures markets for the available liquidity, which provides greater flexibility in transacting our hedging and trading operations. We use swaps primarily to manage our price exposure. 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.

To manage commodity price risk, we use economic hedges, which are not designated as fair value or cash flow hedges, and we use fair value and cash flow hedges from time to time. We also enter into certain commodity derivative instruments for trading purposes. Our objectives for entering into hedges or trading derivatives are described below.

Economic Hedges – Economic hedges represent commodity derivative instruments that are used to manage price volatility in certain (i) feedstock and refined petroleum product inventories, (ii) fixed-price purchase contracts, and (iii) forecasted feedstock, refined petroleum product or natural gas purchases and refined petroleum product sales. The objectives of our economic hedges are to hedge price volatility in certain feedstock and refined petroleum product inventories and to lock in the price of forecasted feedstock, refined petroleum product, or natural gas purchases or refined petroleum product sales at existing market prices that we deem favorable. Economic hedges are not designated as fair value or cash flow hedges for accounting purposes, usually due to the difficulty of establishing the required documentation at the date the derivative instrument is entered into for them to qualify as hedging instruments for accounting purposes.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of September 30, 2018, we had the following outstanding commodity derivative instruments that were used as economic hedges, as well as commodity derivative instruments related to the physical purchase of 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 corn contracts that are presented in thousands of bushels and soybean oil contracts that are presented in thousands of pounds).
 
 
Notional Contract Volumes by
Year of Maturity
Derivative Instrument
 
2018
 
2019
 
2020
Crude oil and refined petroleum products:
 
 
 
 
 
 
Swaps – long
 
17,645

 
560

 

Swaps – short
 
17,262

 
180

 

Futures – long
 
83,979

 
3,353

 

Futures – short
 
100,549

 
3,399

 

Corn:
 
 
 
 
 
 
Futures – long
 
18,540

 
250

 

Futures – short
 
38,785

 
10,230

 
45

Physical contracts – long
 
22,612

 
10,004

 
43

Soybean oil:
 
 
 
 
 
 
Futures – long
 
99,899

 

 

Futures – short
 
226,317

 
42,179

 


Trading Derivatives – Our objective for entering into commodity derivative instruments for trading purposes is to take advantage of existing market conditions for crude oil and refined petroleum products.

As of September 30, 2018, we had the following outstanding commodity derivative instruments that were entered into for trading purposes. The information presents the notional volume of outstanding contracts by type of instrument and year of maturity (volumes in thousands of barrels).
 
 
Notional Contract Volumes by
Year of Maturity
Derivative Instrument
 
2018
 
2019
Crude oil and refined petroleum products:
 
 
 
 
Futures – long
 
62,616

 
13,896

Futures – short
 
62,161

 
14,321

Options – long
 
29,227

 
500

Options – short
 
29,250

 
500


We had no commodity derivative contracts outstanding as of September 30, 2018 and 2017 or during the three and nine months ended September 30, 2018 and 2017 that were designated as fair value or cash flow hedges.



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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currency Risk
We are exposed to exchange rate fluctuations on transactions entered into by our international operations that are denominated in currencies other than the local (functional) currencies of those 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 September 30, 2018, we had forward contracts to purchase $569 million of U.S. dollars. All of these commitments matured on or before October 31, 2018.

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 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 favorable. The cost of meeting our obligations under these compliance programs was $94 million and $230 million for the three months ended September 30, 2018 and 2017, respectively, and $431 million and $631 million for the nine months ended September 30, 2018 and 2017, respectively. These amounts are reflected in cost of materials and other.

We are subject to additional requirements under greenhouse gas (GHG) emission programs, including the cap-and-trade systems, as discussed in Note 14. 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 three and nine months ended September 30, 2018 and 2017 and expect to continue to recover the majority of these costs in the future. For the three and nine months ended September 30, 2018 and 2017, the net cost of meeting our obligations under these compliance programs was immaterial.




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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Values of Derivative Instruments
The following tables provide information about the fair values of our derivative instruments as of September 30, 2018 and December 31, 2017 (in millions) and the line items in the balance sheets in which the fair values are reflected. See Note 14 for additional information related to the fair values of our derivative instruments.

As indicated in Note 14, 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
 
September 30, 2018
 
 
Asset
Derivatives
 
Liability
Derivatives
Derivatives not designated as
hedging instruments
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
Futures
Receivables, net
 
$
2,072

 
$
2,108

Swaps
Receivables, net
 
11

 
10

Options
Receivables, net
 
1

 
1

Physical purchase contracts
Inventories
 

 
11

Foreign currency contracts
Accrued expenses
 

 
3

Total
 
 
$
2,084

 
$
2,133

 
Balance Sheet
Location
 
December 31, 2017
 
 
Asset
Derivatives
 
Liability
Derivatives
Derivatives not designated as
hedging instruments
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
Futures
Receivables, net
 
$
875

 
$
955

Swaps
Receivables, net
 
11

 
11

Options
Receivables, net
 
8

 
3

Physical purchase contracts
Inventories
 

 
6

Foreign currency contracts
Accrued expenses
 

 
7

Total
 
 
$
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 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



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VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.
Effect of Derivative Instruments on Income
The following tables provide information about the gain or loss recognized in income on our derivative instruments and the line items in the statements of income in which such gains and losses are reflected (in millions).
Derivatives Designated as
Economic Hedges
 
Location of Gain (Loss)
Recognized in Income
on Derivatives
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
2018
 
2017
2018
 
2017
Commodity contracts
 
Cost of materials and other
 
$
(108
)
 
$
(86
)
 
$
(222
)
 
$
(158
)
Foreign currency contracts
 
Cost of materials and other
 
(7
)
 
(16
)
 
7

 
(42
)

Trading Derivatives
 
Location of Gain
Recognized in Income
on Derivatives
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
2018
 
2017
2018
 
2017
Commodity contracts
 
Cost of materials and other
 
$
10

 
$
31

 
$
97

 
$
29




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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

This Form 10-Q, 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;
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 turnarounds and catalyst, 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 midstream 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 as gasoline, diesel, jet fuel, petrochemicals, and ethanol;
demand for, and supplies of, crude oil and other feedstocks;
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;
refinery overcapacity or undercapacity;
our ability to successfully integrate any acquired businesses into our operations;



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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 U.S. federal Renewable Fuel Standard) 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 and ethanol;
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” section included in our annual report on Form 10-K for the year ended December 31, 2017 that is incorporated by reference herein.

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 Form 10-Q includes references to financial measures that are not defined under U.S. GAAP. These non-GAAP financial measures include adjusted net income attributable to Valero stockholders, refining and ethanol segment margin, and adjusted operating income. We have included these non-GAAP financial measures to help facilitate the comparison of operating results between periods. See the accompanying financial tables in “RESULTS OF OPERATIONS” and note (g) to the accompanying tables for reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures. Also in note (g), we disclose the reasons why we believe our use of the non-GAAP financial measures provides useful information.



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OVERVIEW AND OUTLOOK

Overview
Third Quarter Results
For the third quarter of 2018, we reported net income attributable to Valero stockholders of $856 million compared to $841 million for the third quarter of 2017, which represents an increase of $15 million. Despite a $91 million decrease in income before income tax expense, our income tax expense decreased by $102 million primarily due to the reduction in the U.S. statutory rate from 35 percent to 21 percent effective January 1, 2018. The $91 million decline in income before income tax expense was primarily driven by a decrease in operating income between the periods as described below.

Operating income was $1.2 billion for the third quarter of 2018 compared to $1.3 billion for the third quarter of 2017, which represents a decrease of $113 million. Excluding the adjustments to operating income reflected in the table on page 45, adjusted operating income decreased $147 million, from $1.4 billion for the third quarter of 2017 to $1.2 billion for the third quarter of 2018.

The $147 million decrease in adjusted operating income is primarily due to the following:

Refining segment. Refining segment adjusted operating income decreased by $121 million primarily due to lower margins on refined petroleum products, partially offset by more favorable discounts on crude oils and other feedstocks and higher throughput volumes. This is more fully described on pages 49 through 51.

Ethanol segment. Ethanol segment operating income decreased by $61 million primarily due to lower ethanol prices, partially offset by higher corn related co-product prices and lower corn prices. This is more fully described on page 51.

VLP segment. VLP segment adjusted operating income increased by $18 million primarily due to incremental revenues, partially offset by higher cost of sales, generated from transportation and terminaling activities 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 pages 51 and 52.

Corporate and eliminations. Corporate and eliminations decreased by $17 million primarily due to expenses in the third quarter of 2017 associated with the termination of the acquisition of certain assets from Plains. This is more fully described on page 52.

First Nine Months Results
For the first nine months of 2018, we reported net income attributable to Valero stockholders of $2.2 billion compared to $1.7 billion for the first nine months of 2017, which represents an increase of $476 million. This increase is due to a $563 million increase in income before income tax expense, partially offset by a $99 million increase in net income attributable to noncontrolling interests. Despite the $563 million increase in income before income tax expense, our income tax expense in the first nine months of 2018 was largely consistent with the first nine months of 2017 due to the reduction in the U.S. statutory tax rate from 35 percent to 21 percent effective January 1, 2018, and the receipt of $170 million of blender’s tax credits in 2018 that were not taxable. The increase in net income attributable to noncontrolling interest is primarily due to $80 million of the blender’s tax credits being associated with a noncontrolling interest holder. The



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$563 million increase in income before income tax expense was primarily driven by an increase in operating income between the periods as described below.

Operating income was $3.3 billion for the first nine months of 2018 compared to $2.7 billion for the first nine months of 2017, which represents an increase of $553 million. Excluding the adjustments to operating income reflected in the table on page 56, adjusted operating income increased $488 million, from $2.8 billion for the first nine months of 2017 to $3.3 billion for the first nine months of 2018.

The $488 million increase in adjusted operating income is primarily due to the following:

Refining segment. Refining segment adjusted operating income increased by $464 million primarily due to improved distillate margins, more favorable crude oil discounts, and lower costs of biofuel credits, partially offset by lower gasoline and other products margins. This is more fully described on pages 62 through 64.

Ethanol segment. Ethanol segment operating income decreased by $26 million primarily due to lower ethanol prices, partially offset by higher corn related co-product prices. This is more fully described on pages 64 and 65.

VLP segment. VLP segment adjusted operating income increased by $42 million primarily due to incremental revenues, partially offset by higher cost of sales, generated from transportation and terminaling activities 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 65.

Corporate and eliminations. Adjusted corporate and eliminations decreased by $8 million primarily due to expenses in the first nine months of 2017 associated with the termination of the acquisition of certain assets from Plains. This is more fully described on page 65.

Outlook
Below are several factors that have impacted or may impact our results of operations during the fourth quarter of 2018:

Gasoline margins are expected to decline as domestic demand follows typical seasonal patterns.

Distillate margins are expected to continue to be supported by strong domestic and export demand.

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 widen as export demand remains strong and freight costs continue to rise. Inland sweet crude oil discounts are expected to remain wide with higher production and limited pipeline capacity to transport crude oil out of the Permian Basin and other producing regions.

Ethanol margins are expected to decline as domestic gasoline demand weakens.




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On October 8, 2018, we entered into an agreement to acquire three ethanol plants from Green Plains Inc., which is more fully discussed in Note 2 of Condensed Notes to Consolidated Financial Statements. We expect the acquisition will be completed in the fourth quarter of 2018.

On October 18, 2018, we entered into the Merger Agreement with VLP pursuant to which we have agreed to acquire, for cash, all of the outstanding publicly held common units of VLP, which is more fully discussed in Note 2 of Condensed Notes to Consolidated Financial Statements. The Merger Transaction is expected to close as soon as possible following the satisfaction of certain customary closing conditions. Upon the closing of the Merger Transaction, VLP will become an indirect wholly owned subsidiary and we will no longer reflect a portion of VLP’s earnings as net income attributable to noncontrolling interests.





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RESULTS OF OPERATIONS

The following tables 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 Energy Corporation stockholders, adjusted operating income, and refining and ethanol segment margin. In note (g) to these tables, we disclose the reasons why we believe our use of non-GAAP financial measures provides useful information.

Third Quarter Results -
Financial Highlights By Segment and Total Company
(millions of dollars)
 
Three Months Ended September 30, 2018
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
29,984

 
$
864

 
$

 
$
1

 
$
30,849

Intersegment revenues
5

 
68

 
140

 
(213
)
 

Total revenues
29,989

 
932

 
140

 
(212
)
 
30,849

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
27,137

 
776

 

 
(212
)
 
27,701

Operating expenses (excluding depreciation and
amortization expense reflected below)
1,047

 
116

 
31

 
(1
)
 
1,193

Depreciation and amortization expense
466

 
19

 
19

 

 
504

Total cost of sales
28,650

 
911

 
50

 
(213
)
 
29,398

Other operating expenses (c)
10

 

 

 

 
10

General and administrative expenses (excluding
depreciation and amortization expense reflected
below)

 

 

 
209

 
209

Depreciation and amortization expense

 

 

 
13

 
13

Operating income by segment
$
1,329

 
$
21

 
$
90

 
$
(221
)
 
1,219

Other income, net
 
 
 
 
 
 
 
 
42

Interest and debt expense, net of capitalized interest
 
 
 
 
 
 
 
 
(111
)
Income before income tax expense
 
 
 
 
 
 
 
 
1,150

Income tax expense (f)
 
 
 
 
 
 
 
 
276

Net income
 
 
 
 
 
 
 
 
874

Less: Net income attributable to noncontrolling
interests
 
 
 
 
 
 
 
 
18

Net income attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
856

___________________
See note references on pages 60 through 62.



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Third Quarter Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)
 
Three Months Ended September 30, 2017
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
22,728

 
$
834

 
$

 
$

 
$
23,562

Intersegment revenues
1

 
48

 
110

 
(159
)
 

Total revenues
22,729

 
882

 
110

 
(159
)
 
23,562

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
19,818

 
669

 

 
(158
)
 
20,329

Operating expenses (excluding depreciation and
amortization expense reflected below) (b)
996

 
114

 
26

 
(1
)
 
1,135

Depreciation and amortization expense
455

 
17

 
12

 

 
484

Total cost of sales
21,269

 
800

 
38

 
(159
)
 
21,948

Other operating expenses (c)
41

 

 
3

 

 
44

General and administrative expenses (excluding
depreciation and amortization expense reflected
below) (b)

 

 

 
225

 
225

Depreciation and amortization expense

 

 

 
13

 
13

Operating income by segment
$
1,419

 
$
82

 
$
69

 
$
(238
)
 
1,332

Other income, net (b)
 
 
 
 
 
 
 
 
23

Interest and debt expense, net of capitalized interest
 
 
 
 
 
 
 
 
(114
)
Income before income tax expense
 
 
 
 
 
 
 
 
1,241

Income tax expense
 
 
 
 
 
 
 
 
378

Net income
 
 
 
 
 
 
 
 
863

Less: Net income attributable to noncontrolling
interests
 
 
 
 
 
 
 
 
22

Net income attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
841

___________________
See note references on pages 60 through 62.




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Third Quarter Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)

 
Three Months Ended September 30, 2018
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Reconciliation of operating income to adjusted
operating income (g)
 
 
 
 
 
 
 
 
 
Operating income by segment (see page 43)
$
1,329

 
$
21

 
$
90

 
$
(221
)
 
$
1,219

Exclude:
 
 
 
 
 
 
 
 
 
Other operating expenses (c)
(10
)
 

 

 

 
(10
)
Adjusted operating income
$
1,339

 
$
21

 
$
90

 
$
(221
)
 
$
1,229



 
Three Months Ended September 30, 2017
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Reconciliation of operating income to adjusted
operating income (g)
 
 
 
 
 
 
 
 
 
Operating income by segment (see page 44)
$
1,419

 
$
82

 
$
69

 
$
(238
)
 
$
1,332

Exclude:
 
 
 
 
 
 
 
 
 
Other operating expenses (c)
(41
)
 

 
(3
)
 

 
(44
)
Adjusted operating income
$
1,460

 
$
82

 
$
72

 
$
(238
)
 
$
1,376

___________________
See note references on pages 60 through 62.




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Table of Contents

Third Quarter Results -
Refining Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 
Three Months Ended September 30,
 
2018

2017
 
Change
Throughput volumes (thousand barrels per day (BPD))
 
 
 
 
 
Feedstocks:
 
 
 
 
 
Heavy sour crude oil
466

 
446

 
20

Medium/light sour crude oil
424

 
420

 
4

Sweet crude oil
1,527

 
1,348

 
179

Residuals
244

 
215

 
29

Other feedstocks
144

 
147

 
(3
)
Total feedstocks
2,805

 
2,576

 
229

Blendstocks and other
295

 
317

 
(22
)
Total throughput volumes
3,100

 
2,893

 
207

 
 
 
 
 
 
Yields (thousand BPD)
 
 
 
 
 
Gasolines and blendstocks
1,478

 
1,401

 
77

Distillates
1,201

 
1,108

 
93

Other products (h)
460

 
420

 
40

Total yields
3,139

 
2,929

 
210

 
 
 
 
 
 
Operating statistics (i)
 
 
 
 
 
Refining margin (g)
$
2,852

 
$
2,911

 
$
(59
)
Adjusted refining operating income (see page 45) (g)
$
1,339

 
$
1,460

 
$
(121
)
Throughput volumes (thousand BPD)
3,100

 
2,893

 
207

 
 
 
 
 
 
Refining margin per barrel of throughput
$
10.00

 
$
10.94

 
$
(0.94
)
Less:
 
 
 
 
 
Operating expenses (excluding depreciation and
amortization expense reflected below) per barrel of
throughput (b)
3.67

 
3.75

 
(0.08
)
Depreciation and amortization expense per barrel of
throughput
1.64

 
1.71

 
(0.07
)
Adjusted refining operating income per barrel of throughput
$
4.69

 
$
5.48

 
$
(0.79
)
___________________
See note references on pages 60 through 62.




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Table of Contents

Third Quarter Results -
Ethanol Segment Operating Highlights
(millions of dollars, except per gallon amounts)
 
Three Months Ended September 30,
 
2018
 
2017
 
Change
Operating statistics (i)
 
 
 
 
 
Ethanol margin (g)
$
156

 
$
213

 
$
(57
)
Ethanol operating income
$
21

 
$
82

 
$
(61
)
Production volumes (thousand gallons per day)
4,069

 
4,032

 
37

 
 
 
 
 
 
Ethanol margin per gallon of production
$
0.42

 
$
0.57

 
$
(0.15
)
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

 
0.05

 

Ethanol operating income per gallon of production
$
0.06

 
$
0.22

 
$
(0.16
)

Third Quarter Results -
VLP Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 
Three Months Ended September 30,
 
2018
 
2017
 
Change
Operating statistics (i)
 
 
 
 
 
Pipeline transportation revenue
$
31

 
$
23

 
$
8

Terminaling revenue
107

 
86

 
21

Storage and other revenue
2

 
1

 
1

Total VLP revenues
$
140

 
$
110

 
$
30

 
 
 
 
 
 
Pipeline transportation throughput (thousand BPD)
1,141

 
859

 
282

Pipeline transportation revenue per barrel of throughput
$
0.30

 
$
0.29

 
$
0.01

 
 
 
 
 
 
Terminaling throughput (thousand BPD)
3,767

 
2,694

 
1,073

Terminaling revenue per barrel of throughput
$
0.31

 
$
0.34

 
$
(0.03
)
___________________
See note references on pages 60 through 62.




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Table of Contents

Third Quarter Results -
Average Market Reference Prices and Differentials
(dollars per barrel, except as noted)
 
Three Months Ended September 30,
 
2018
 
2017
 
Change
Feedstocks (dollars per barrel)
 
 
 
 
 
Brent crude oil
$
75.93

 
$
52.21

 
$
23.72

Brent less West Texas Intermediate (WTI) crude oil
6.23

 
4.05

 
2.18

Brent less Alaska North Slope (ANS) crude oil
0.38

 
0.02

 
0.36

Brent less Louisiana Light Sweet (LLS) crude oil
1.63

 
0.57

 
1.06

Brent less Argus Sour Crude Index (ASCI) crude oil
5.12

 
3.85

 
1.27

Brent less Maya crude oil
9.74

 
5.66

 
4.08

LLS crude oil
74.30

 
51.64

 
22.66

LLS less ASCI crude oil
3.49

 
3.28

 
0.21

LLS less Maya crude oil
8.11

 
5.09

 
3.02

WTI crude oil
69.70

 
48.16

 
21.54

 
 
 
 
 
 
Natural gas (dollars per million British Thermal Units
(MMBtu))
2.96

 
2.91

 
0.05

 
 
 
 
 
 
Products (dollars per barrel, unless otherwise noted)
 
 
 
 
 
U.S. Gulf Coast:
 
 
 
 
 
Conventional Blendstock of Oxygenate Blending (CBOB)
gasoline less Brent
7.08

 
14.36

 
(7.28
)
Ultra-low-sulfur diesel less Brent
13.91

 
15.89

 
(1.98
)
Propylene less Brent
5.49

 
(1.74
)
 
7.23

CBOB gasoline less LLS
8.71

 
14.93

 
(6.22
)
Ultra-low-sulfur diesel less LLS
15.54

 
16.46

 
(0.92
)
Propylene less LLS
7.12

 
(1.17
)
 
8.29

U.S. Mid-Continent:
 
 
 
 
 
CBOB gasoline less WTI
16.68

 
19.28

 
(2.60
)
Ultra-low-sulfur diesel less WTI
22.77

 
21.99

 
0.78

North Atlantic:
 
 
 
 
 
CBOB gasoline less Brent
10.43

 
17.72

 
(7.29
)
Ultra-low-sulfur diesel less Brent
15.54

 
17.06

 
(1.52
)
U.S. West Coast:
 
 
 
 
 
California Reformulated Gasoline Blendstock of Oxygenate
Blending (CARBOB) 87 gasoline less ANS
13.52

 
22.11

 
(8.59
)
CARB diesel less ANS
17.85

 
20.46

 
(2.61
)
CARBOB 87 gasoline less WTI
19.37

 
26.14

 
(6.77
)
CARB diesel less WTI
23.70

 
24.49

 
(0.79
)
New York Harbor corn crush (dollars per gallon)
0.18

 
0.31

 
(0.13
)



48


Table of Contents

Total Company, Corporate, and Other
Revenues increased $7.3 billion in the third quarter of 2018 compared to the third quarter of 2017 primarily due to increases in refined petroleum product prices associated with our refining segment. This improvement in revenues was more than offset by higher cost of sales between the periods, resulting in a decrease in operating income of $113 million in the third quarter of 2018 compared to the third quarter of 2017.

Excluding the adjustments to operating income reflected in the table on page 45, adjusted operating income was $1.2 billion for the third quarter of 2018 compared to $1.4 billion for the third quarter of 2017. Details regarding the $147 million decrease in adjusted operating income between the periods are discussed by segment below.

Other income, net increased $19 million in the third quarter of 2018 compared to the third quarter of 2017 primarily due to higher equity in earnings associated with our Diamond Pipeline joint venture of $11 million and higher interest income of $9 million.

Income tax expense decreased $102 million in the third quarter of 2018 compared to the third quarter of 2017 primarily as a result of a decrease in our effective tax rate from 30 percent for the third quarter of 2017 to 24 percent for the third quarter of 2018. The decrease in our effective tax rate is due to the reduction in the U.S. statutory income tax rate from 35 percent to 21 percent effective January 1, 2018, partially offset by the impact of a minimum tax on the income of international subsidiaries (the global intangible low-taxes income (GILTI) tax) and the repeal of the U.S. manufacturing deduction as a result of Tax Reform, which is more fully described in Note 10 of Condensed Notes to Consolidated Financial Statements.

Refining Segment Results
Refining segment revenues increased $7.3 billion in the third quarter of 2018 compared to the third quarter of 2017 primarily due to increases in refined petroleum product prices. This improvement in refining segment revenues was more than offset by higher cost of sales between the periods, resulting in a decrease in refining segment operating income of $90 million in the third quarter of 2018 compared to the third quarter of 2017.

Excluding the adjustments to refining segment operating income reflected in the table on page 45, refining segment adjusted operating income decreased $121 million from $1.5 billion for the third quarter of 2017 to $1.3 billion for the third quarter of 2018. This decrease is primarily due to lower refining segment margin and higher refining segment operating expenses (excluding depreciation and amortization expense).

Refining segment margin, as defined in note (g) to the accompanying tables (see page 60), decreased $59 million in the third quarter of 2018 compared to the third quarter of 2017, primarily due to the following:

Decrease in gasoline margins. We experienced a decrease in gasoline margins throughout all our regions during the third quarter of 2018 compared to the third quarter of 2017. For example, the Brent-based benchmark reference margin for U.S. Gulf Coast CBOB gasoline was $7.08 per barrel for the third quarter of 2018 compared to $14.36 per barrel for the third quarter of 2017, representing an unfavorable decrease of $7.28 per barrel. Another example is the ANS-based benchmark reference margin for U.S. West Coast CARBOB 87 gasoline, which was $13.52 per barrel for the third quarter of 2018 compared to $22.11 per barrel for the third quarter of 2017, representing an unfavorable decrease of $8.59 per barrel. We estimate that the decrease in gasoline margins per barrel in the third quarter of 2018 compared to the third quarter of 2017 had an unfavorable impact to our refining segment margin of approximately $594 million.




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Table of Contents

Decrease in other products margins. We experienced a decrease in the margins of other products (such as petroleum coke and sulfur) relative to Brent crude oil during the third quarter of 2018 compared to the third quarter of 2017 due to an increase in the cost of crude oils between the periods. Because the market prices for our other products remain relatively stable, our margins decline when the cost of crude oils that we process increases. For example, the benchmark price of Brent crude oil was $75.93 per barrel for the third quarter of 2018 compared to $52.21 per barrel for the third quarter of 2017, representing an unfavorable increase of $23.72 per barrel. We estimate that the decrease in other products margins in the third quarter of 2018 compared to the third quarter of 2017 had an unfavorable impact to our refining segment margin of approximately $78 million.

Decrease in distillate margins. We also experienced a decrease in distillate margins during the third quarter of 2018 compared to the third quarter of 2017. For example, the Brent-based benchmark reference margin for U.S. Gulf Coast ultra-low-sulfur diesel was $13.91 per barrel for the third quarter of 2018 compared to $15.89 per barrel for the third quarter of 2017, representing an unfavorable decrease of $1.98 per barrel. Another example is the ANS-based benchmark reference margin for U.S. West Coast CARB diesel, which was $17.85 per barrel for the third quarter of 2018 compared to $20.46 per barrel for the third quarter of 2017, representing an unfavorable decrease of $2.61 per barrel. We estimate that the decrease in distillate margins per barrel in the third quarter of 2018 compared to the third quarter of 2017 had an unfavorable impact to our refining segment margin of approximately $57 million.

Increase in charges from VLP. Charges from the VLP segment for transportation and terminaling services increased $30 million in the third quarter of 2018 compared to the third quarter of 2017 primarily due to additional services provided by a terminal and a product pipeline system acquired by VLP in November 2017 that were formerly a part of the refining segment. The increase in charges from the VLP segment is more fully discussed in the VLP segment analysis below.

Higher discounts on crude oils. The market prices for refined petroleum products generally track the price of Brent crude oil, which is a benchmark crude oil, and we benefit when we process crude oils that are priced at a discount to Brent crude oil. We benefitted from processing these types of crude oils during the third quarter of 2018 and that benefit improved compared to the third quarter of 2017. For example, WTI crude oil, a light sweet crude oil processed in our U.S. Mid-Continent region, sold at a discount of $6.23 per barrel for the third quarter of 2018 compared to a discount of $4.05 per barrel for the third quarter of 2017, representing a favorable increase of $2.18 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 crude oil of $9.74 per barrel for the third quarter of 2018 compared to a discount of $5.66 per barrel for the third quarter of 2017, representing a favorable increase of $4.08 per barrel. We estimate that the increase in the discounts for the crude oils we processed during the third quarter of 2018 compared to the third quarter of 2017 had a favorable impact to our refining segment margin of approximately $220 million.

Higher throughput volumes. Refining throughput volumes increased by 207,000 BPD in the third quarter of 2018 primarily due to effects of Hurricane Harvey in the third quarter of 2017. We estimate that the increase in refining throughput volumes had a positive impact on our refining segment margin of approximately $190 million.

Higher discounts on other feedstocks. In addition to crude oil, we utilize other feedstocks, such as natural gas and 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. We benefitted from processing these



50


Table of Contents

types of feedstocks during the third quarter of 2018 and that benefit improved compared to the third quarter of 2017. We estimate that the increase in the discounts for the other feedstocks we processed during the third quarter of 2018 compared to the third quarter of 2017 had a favorable impact to our refining segment margin of approximately $154 million.

Lower costs of biofuel credits. As more fully described in Note 15 of Condensed Notes to Consolidated Financial Statements, we must purchase biofuel credits in order to meet our biofuel blending obligation under various government and regulatory compliance programs, and the cost of these credits (primarily RINs in the U.S.) decreased by $136 million to $94 million for the third quarter of 2018 compared to $230 million for the third quarter of 2017.

Refining segment operating expenses (excluding depreciation and amortization expense) increased$51 million primarily due to an increase in maintenance expenditures of $16 million and higher catalyst and chemicals expenses of $12 million.

Ethanol Segment Results
Ethanol segment revenues increased $50 million in the third quarter of 2018 compared to the third quarter of 2017 primarily due to an increase in ethanol sales volumes and increases in corn related co-product prices, partially offset by lower ethanol prices. This improvement in ethanol segment revenue was more than offset by higher cost of sales between the periods resulting in a decrease in ethanol segment operating income of $61 million in the third quarter of 2018 compared to the third quarter of 2017. This decrease is primarily due to lower ethanol segment margins as outlined below.

Ethanol segment margin, as defined in note (g) to the accompanying tables (see page 60), decreased $57 million in the third quarter of 2018 compared to the third quarter of 2017, primarily due to the following:

Lower ethanol prices. Ethanol prices were lower in the third quarter of 2018 compared to the third quarter of 2017 primarily due to an increase in domestic production. For example, the New York Harbor ethanol price was $1.47 per gallon for the third quarter of 2018 compared to $1.62 per gallon for the third quarter of 2017, representing an unfavorable decrease of $0.15 per gallon. We estimate that the decrease in the price of ethanol had an unfavorable impact to our ethanol segment margin of approximately $76 million.

Higher co-product prices. An increase in protein values, as compared to soybean meal, had a favorable effect on the prices we received for the corn related co-products that we produced. We estimate that the increase in corn related co-product prices had a favorable impact to our ethanol segment margin of approximately $12 million.

Lower corn prices. Corn prices were lower in the third quarter of 2018 compared to the third quarter of 2017. For example, the Chicago Board of Trade (CBOT) corn price was $3.54 per bushel for the third quarter of 2018 compared to $3.61 per bushel for the third quarter of 2017, representing a favorable decrease of $0.07 per bushel. We estimate that the decrease in the price of corn had a favorable impact to our ethanol segment margin of approximately $7 million.

VLP Segment Results
VLP segment revenues increased $30 million in the third quarter of 2018 compared to the third quarter of 2017 primarily due to $23 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



51


Table of Contents

was partially offset by higher cost of sales, resulting in an increase in VLP segment operating income of $21 million in the third quarter of 2018 compared to the third quarter of 2017. Excluding the adjustment reflected in the table on page 45, VLP adjusted operating income increased $18 million.

Corporate and Eliminations
Corporate and eliminations, which consists primarily of general and administrative expenses and related depreciation and amortization expense, decreased by $17 million in the third quarter of 2018 compared to the third quarter of 2017. This decrease is primarily due to expenses incurred in the third quarter of 2017 associated with the termination of the acquisition of certain assets from Plains.




52


Table of Contents

First Nine Months Results -
Financial Highlights By Segment and Total Company
(millions of dollars)
 
Nine Months Ended September 30, 2018
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
85,675

 
$
2,625

 
$

 
$
3

 
$
88,303

Intersegment revenues
10

 
156

 
407

 
(573
)
 

Total revenues
85,685

 
2,781

 
407

 
(570
)
 
88,303

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other (a)
77,608

 
2,279

 

 
(570
)
 
79,317

Operating expenses (excluding depreciation and
amortization expense reflected below)
3,013

 
336

 
93

 
(3
)
 
3,439

Depreciation and amortization expense
1,385

 
57

 
57

 

 
1,499

Total cost of sales
82,006

 
2,672

 
150

 
(573
)
 
84,255

Other operating expenses (c)
41

 

 

 

 
41

General and administrative expenses (excluding
depreciation and amortization expense reflected
below) (d)

 

 

 
695

 
695

Depreciation and amortization expense

 

 

 
39

 
39

Operating income by segment
$
3,638

 
$
109

 
$
257

 
$
(731
)
 
3,273

Other income, net (e)
 
 
 
 
 
 
 
 
88

Interest and debt expense, net of capitalized interest
 
 
 
 
 
 
 
 
(356
)
Income before income tax expense
 
 
 
 
 
 
 
 
3,005

Income tax expense (f)
 
 
 
 
 
 
 
 
674

Net income
 
 
 
 
 
 
 
 
2,331

Less: Net income attributable to noncontrolling
interests (a)
 
 
 
 
 
 
 
 
161

Net income attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
2,170

___________________
See note references on pages 60 through 62.



53


Table of Contents

First Nine Months Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)
 
Nine Months Ended September 30, 2017
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
65,030

 
$
2,558

 
$

 
$

 
$
67,588

Intersegment revenues
1

 
136

 
326

 
(463
)
 

Total revenues
65,031

 
2,694

 
326

 
(463
)
 
67,588

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
57,662

 
2,166

 

 
(462
)
 
59,366

Operating expenses (excluding depreciation and
amortization expense reflected below) (b)
2,966

 
330

 
75

 
(1
)
 
3,370

Depreciation and amortization expense
1,358

 
63

 
36

 

 
1,457

Total cost of sales
61,986


2,559

 
111

 
(463
)
 
64,193

Other operating expenses (c)
41

 

 
3

 

 
44

General and administrative expenses (excluding
depreciation and amortization expense reflected
below) (b)

 

 

 
592

 
592

Depreciation and amortization expense

 

 

 
39

 
39

Operating income by segment
$
3,004

 
$
135

 
$
212

 
$
(631
)
 
2,720

Other income, net (b)
 
 
 
 
 
 
 
 
76

Interest and debt expense, net of capitalized interest
 
 
 
 
 
 
 
 
(354
)
Income before income tax expense
 
 
 
 
 
 
 
 
2,442

Income tax expense
 
 
 
 
 
 
 
 
686

Net income
 
 
 
 
 
 
 
 
1,756

Less: Net income attributable to noncontrolling
interests
 
 
 
 
 
 
 
 
62

Net income attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
1,694

___________________
See note references on pages 60 through 62.



54


Table of Contents

First Nine Months Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)
 
Nine Months Ended September 30,
 
2018
 
2017
Reconciliation of net income attributable to Valero Energy
Corporation stockholders to adjusted net income attributable to
Valero Energy Corporation stockholders (g)
 
 
 
Net income attributable to Valero Energy Corporation stockholders
$
2,170

 
$
1,694

Exclude adjustments:
 
 
 
Blender’s tax credit attributable to Valero Energy Corporation
shareholders (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
(14
)
 

Income tax benefit related to Texas City Refinery fire expenses
3

 

Texas City Refinery fire expenses, net of taxes
(11
)
 

Environmental reserve adjustments (d)
(108
)
 

Income tax benefit related to the environmental reserve adjustments
24

 

Environmental reserve adjustments, net of taxes
(84
)
 

Loss on early redemption of debt (e)
(38
)
 

Income tax benefit related to the loss on early redemption of debt
9

 

Loss on early redemption of debt, net of taxes
(29
)
 

Total adjustments
(45
)
 

Adjusted net income attributable to
Valero Energy Corporation stockholders
$
2,215

 
$
1,694

___________________
See note references on pages 60 through 62.




55


Table of Contents

First Nine Months Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)

 
Nine Months Ended September 30, 2018
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Reconciliation of operating income to adjusted
operating income (g)
 
 
 
 
 
 
 
 
 
Operating income by segment (see page 53)
$
3,638

 
$
109

 
$
257

 
$
(731
)
 
$
3,273

Exclude:
 
 
 
 
 
 
 
 
 
Blender’s tax credit (a)
170

 

 

 

 
170

Other operating expenses (c)
(41
)
 

 

 

 
(41
)
Environmental reserve adjustments (d)

 

 

 
(108
)
 
(108
)
Adjusted operating income
$
3,509

 
$
109

 
$
257

 
$
(623
)
 
$
3,252

 
 
Nine Months Ended September 30, 2017
 
Refining
 
Ethanol
 
VLP
 
Corporate
and
Eliminations
 
Total
Reconciliation of operating income to adjusted
operating income (g)
 
 
 
 
 
 
 
 
 
Operating income by segment (see page 54)
$
3,004

 
$
135

 
$
212

 
$
(631
)
 
$
2,720

Exclude:
 
 
 
 
 
 
 
 
 
Other operating expenses (c)
(41
)
 

 
(3
)
 

 
(44
)
Adjusted operating income
$
3,045

 
$
135

 
$
215

 
$
(631
)
 
$
2,764

___________________
See note references on pages 60 through 62.



56


Table of Contents

First Nine Months Results -
Refining Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 
Nine Months Ended September 30,
 
2018
 
2017
 
Change
Throughput volumes (thousand BPD)
 
 
 
 
 
Feedstocks:
 
 
 
 
 
Heavy sour crude oil
476

 
470

 
6

Medium/light sour crude oil
422

 
461

 
(39
)
Sweet crude oil
1,392

 
1,301

 
91

Residuals
233

 
226

 
7

Other feedstocks
128

 
146

 
(18
)
Total feedstocks
2,651

 
2,604

 
47

Blendstocks and other
326

 
313

 
13

Total throughput volumes
2,977

 
2,917

 
60

 
 
 
 
 
 
Yields (thousand BPD)
 
 
 
 
 
Gasolines and blendstocks
1,429

 
1,406

 
23

Distillates
1,135

 
1,122

 
13

Other products (h)
451

 
426

 
25

Total yields
3,015

 
2,954

 
61

 
 
 
 
 
 
Operating statistics (i)
 
 
 
 
 
Refining margin (g)
$
7,907

 
$
7,369

 
$
538

Adjusted refining operating income (see page 56) (g)
$
3,509

 
$
3,045

 
$
464

Throughput volumes (thousand BPD)
2,977

 
2,917

 
60

 
 
 
 
 
 
Refining margin per barrel of throughput
$
9.73

 
$
9.26

 
$
0.47

Less:
 
 
 
 
 
Operating expenses (excluding depreciation and
amortization expense reflected below) per barrel of throughput (b)
3.71

 
3.73

 
(0.02
)
Depreciation and amortization expense per barrel of
throughput
1.70

 
1.71

 
(0.01
)
Adjusted refining operating income per barrel of throughput
$
4.32

 
$
3.82

 
$
0.50

___________________
See note references on pages 60 through 62.



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First Nine Months Results -
Ethanol Segment Operating Highlights
(millions of dollars, except per gallon amounts)
 
Nine Months Ended September 30,
 
2018
 
2017
 
Change
Operating statistics (i)
 
 
 
 
 
Ethanol margin (g)
$
502

 
$
528

 
$
(26
)
Ethanol operating income
$
109

 
$
135

 
$
(26
)
Production volumes (thousand gallons per day)
4,061

 
3,949

 
112

 
 
 
 
 
 
Ethanol margin per gallon of production
$
0.45

 
$
0.49

 
$
(0.04
)
Less:
 
 
 
 
 
Operating expenses (excluding depreciation and
amortization expense reflected below) per gallon of
production
0.30

 
0.31

 
(0.01
)
Depreciation and amortization expense per gallon of
production
0.05

 
0.05

 

Ethanol operating income per gallon of production
$
0.10

 
$
0.13

 
$
(0.03
)

First Nine Months Results -
VLP Segment Operating Highlights
(millions of dollars, except per barrel amounts)
 
Nine Months Ended September 30,
 
2018
 
2017
 
Change
Operating statistics (i)
 
 
 
 
 
Pipeline transportation revenue
$
93

 
$
71

 
$
22

Terminaling revenue
309

 
253

 
56

Storage and other revenue
5

 
2

 
3

Total VLP revenues
$
407

 
$
326

 
$
81

 
 
 
 
 
 
Pipeline transportation throughput (thousand BPD)
1,079

 
941

 
138

Pipeline transportation revenue per barrel of throughput
$
0.32

 
$
0.28

 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
 
Terminaling throughput (thousand BPD)
3,576

 
2,760

 
816

Terminaling revenue per barrel of throughput
$
0.32

 
$
0.34

 
$
(0.02
)
___________________
See note references on pages 60 through 62




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Table of Contents

First Nine Months Results -
Average Market Reference Prices and Differentials
(dollars per barrel, except as noted)
 
Nine Months Ended September 30,
 
2018
 
2017
 
Change
Feedstocks (dollars per barrel)
 
 
 
 
 
Brent crude oil
$
72.67

 
$
52.59

 
$
20.08

Brent less WTI crude oil
5.81

 
3.18

 
2.63

Brent less ANS crude oil
0.47

 
0.35

 
0.12

Brent less LLS crude oil
1.64

 
0.77

 
0.87

Brent less ASCI crude oil
5.21

 
4.28

 
0.93

Brent less Maya crude oil
10.70

 
7.54

 
3.16

LLS crude oil
71.03

 
51.82

 
19.21

LLS less ASCI crude oil
3.57

 
3.51

 
0.06

LLS less Maya crude oil
9.06

 
6.77

 
2.29

WTI crude oil
66.86

 
49.41

 
17.45

 
 
 
 
 


Natural gas (dollars per MMBtu)
3.01

 
3.00

 
0.01

 
 
 
 
 


Products (dollars per barrel, unless otherwise noted)
 
 
 
 


U.S. Gulf Coast:
 
 
 
 


CBOB gasoline less Brent
7.28

 
11.17

 
(3.89
)
Ultra-low-sulfur diesel less Brent
13.72

 
12.67

 
1.05

Propylene less Brent
(2.62
)
 
(0.16
)
 
(2.46
)
CBOB gasoline less LLS
8.92

 
11.94

 
(3.02
)
Ultra-low-sulfur diesel less LLS
15.36

 
13.44

 
1.92

Propylene less LLS
(0.98
)
 
0.61

 
(1.59
)
U.S. Mid-Continent:
 
 
 
 


CBOB gasoline less WTI
15.40

 
15.38

 
0.02

Ultra-low-sulfur diesel less WTI
21.54

 
16.86

 
4.68

North Atlantic:
 
 
 
 


CBOB gasoline less Brent
9.89

 
12.99

 
(3.10
)
Ultra-low-sulfur diesel less Brent
15.58

 
13.78

 
1.80

U.S. West Coast:
 
 
 
 


CARBOB 87 gasoline less ANS
15.05

 
20.63

 
(5.58
)
CARB diesel less ANS
17.94

 
16.54

 
1.40

CARBOB 87 gasoline less WTI
20.39

 
23.46

 
(3.07
)
CARB diesel less WTI
23.28

 
19.37

 
3.91

New York Harbor corn crush (dollars per gallon)
0.18

 
0.28

 
(0.10
)




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The following notes relate to references on pages 43 through 47 and 53 through 58.
(a)
Cost of materials and other for the nine months ended September 30, 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)
Effective January 1, 2018, we adopted the provisions of Accounting Standards Update 2017-07 “Compensation—Retirement Benefits (Topic 715),” which resulted in the reclassification of the non-service component of net periodic pension cost and net periodic postretirement benefit cost 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 $10 million and $31 million in operating expenses (excluding depreciation and amortization expense) and a decrease of $4 million and $5 million in general and administrative expenses (excluding depreciation and amortization expense) for the three and nine months ended September 30, 2017, respectively.

(c)
Other operating expenses reflects expenses that are not associated with our cost of sales and include cost 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.

(d)
General and administrative expenses (excluding depreciation and amortization expense) for the nine months ended September 30, 2018 includes a charge of $108 million for environmental reserve adjustments associated with certain non-operating sites.

(e)
Other income, net for the nine months ended September 30, 2018 includes a $38 million charge from the early redemption of $750 million 9.375  percent senior notes due March 15, 2019.

(f)
As a result of Tax Reform that was enacted on December 22, 2017, the U.S. statutory income tax rate was reduced from 35 percent to 21 percent. Therefore, earnings from our U.S. operations for the three and nine months ended September 30, 2018 are now taxed at 21 percent, resulting in a lower effective tax rate compared to the three and nine months ended September 30, 2017.

(g)
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 their utility.

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 in 2018 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 – The blender’s tax credit is attributable to volumes blended during 2017



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and is not related to 2018 activities, as described in note (a).
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 (d).
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 (e)) are not associated with the ongoing costs of our borrowing and financing activities.
Refining margin is defined as refining operating income excluding the blender’s tax credit (see note (a)), operating expenses (excluding depreciation and amortization expense), other operating expenses, and depreciation and amortization expense, as reflected below.
Ethanol margin is defined as ethanol operating income excluding operating expenses (excluding depreciation and amortization expense) and depreciation and amortization expense, as reflected below.
 
Three Months Ended September 30,
 
2018
 
2017
 
Refining
 
Ethanol
 
Refining
 
Ethanol
Reconciliation of operating income
to segment margin
 
 
 
 
 
 
 
Operating income
$
1,329

 
$
21

 
$
1,419

 
$
82

Exclude:
 
 
 
 
 
 
 
Operating expenses (excluding depreciation
and amortization expense reflected below) (b)
(1,047
)
 
(116
)
 
(996
)
 
(114
)
Depreciation and amortization expense
(466
)
 
(19
)
 
(455
)
 
(17
)
Other operating expenses (c)
(10
)
 

 
(41
)
 

Segment margin
$
2,852

 
$
156

 
$
2,911

 
$
213


 
Nine Months Ended September 30,
 
2018
 
2017
 
Refining
 
Ethanol
 
Refining
 
Ethanol
Reconciliation of operating income
to segment margin
 
 
 
 
 
 
 
Operating income
$
3,638

 
$
109

 
$
3,004

 
$
135

Exclude:
 
 
 
 
 
 
 
Blender’s tax credit (a)
170

 

 

 

Operating expenses (excluding depreciation
and amortization expense reflected below) (b)
(3,013
)
 
(336
)
 
(2,966
)
 
(330
)
Depreciation and amortization expense
(1,385
)
 
(57
)
 
(1,358
)
 
(63
)
Other operating expenses (c)
(41
)
 

 
(41
)
 

Segment margin
$
7,907

 
$
502

 
$
7,369

 
$
528


Adjusted refining operating income is defined as refining operating income excluding the 2017 blender’s tax credit received in 2018 (see note (a)) and other operating expenses.
Adjusted VLP operating income is defined as VLP 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 (d)).



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

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

All per barrel of throughput and per gallon of production amounts are calculated by dividing the associated dollar amount by the throughput volumes, production volumes, pipeline transportation throughput volumes, or terminaling throughput volumes for the period, as applicable.

Throughput volumes, production volumes, pipeline transportation throughput volumes, and terminaling throughput volumes are calculated by multiplying throughput volumes per day, production volumes per day, pipeline transportation throughput volumes per day, and terminaling throughput volumes per day, respectively, by the number of days in the applicable period.

Total Company, Corporate, and Other
Revenues increased $20.7 billion in the first nine months of 2018 compared to the first nine months of 2017 primarily due to increases in refined petroleum product prices associated with our refining segment. This improvement in revenues was partially offset by higher cost of sales and general and administrative expenses (excluding depreciation and amortization expense) between the periods, resulting in an increase in operating income of $553 million in the first nine months of 2018 compared to the first nine months of 2017.

Excluding the adjustments to operating income reflected in the table on page 56, adjusted operating income was $3.3 billion for the first nine months of 2018 compared to $2.8 billion for the first nine months of 2017. Details regarding the $488 million increase in adjusted operating income between the periods are discussed by segment below.

Other income, net increased $12 million in the first nine months of 2018 compared to the first nine months of 2017 primarily due to higher equity in earnings associated with our Diamond Pipeline joint venture of $31 million and higher interest income of $28 million, partially offset by a $38 million charge from the early redemption of debt as more fully described in note (e) to the accompanying tables (see page 60).

Income tax expense decreased $12 million in the first nine months of 2018 compared to the first nine months of 2017 primarily as a result of a decrease in our effective tax rate from 28 percent for the first nine months of 2017 to 22 percent for the first nine months of 2018. The decrease in our effective tax rate is due to the reduction in the U.S. statutory income tax rate from 35 percent to 21 percent effective January 1, 2018, partially offset by the impact of the GILTI tax and the repeal of the U.S. manufacturing deduction as a result of Tax Reform, which is more fully described in Note 10 of Condensed Notes to Consolidated Financial Statements.

Net income attributable to noncontrolling interests increased by $99 million in the first nine months of 2018 compared to the first nine months of 2017 primarily due to a benefit of $80 million for the blender’s tax credit as more fully described in note (a) to the accompanying tables (see page 60).

Refining Segment Results
Refining segment revenues increased $20.7 billion in the first nine months of 2018 compared to the first nine months of 2017 primarily due to increases in refined petroleum product prices. This improvement in refining segment revenues was partially offset by higher cost of sales between the periods, resulting in an increase in refining segment operating income of $634 million in the first nine months of 2018 compared to the first nine months of 2017.



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Excluding the adjustments to refining segment operating income reflected in the tables on page 56, refining segment adjusted operating income increased $464 million from $3.0 billion for the first nine months of 2017 to $3.5 billion for the first nine months of 2018. The components of this increase, along with reasons for the changes in these components, are outlined below.

Refining segment margin, as defined in note (g) to the accompanying tables (see page 60), increased $538 million in the first nine months of 2018 compared to the first nine months of 2017, primarily due to the following:

Increase in distillate margins. We experienced improved distillate margins throughout all our regions during the first nine months of 2018 compared to the first nine months of 2017. For example, the Brent-based benchmark reference margin for U.S. Gulf Coast ultra-low-sulfur diesel was $13.72 per barrel for the first nine months of 2018 compared to $12.67 per barrel for the first nine months of 2017, representing a favorable increase of $1.05 per barrel. Another example is the WTI-based benchmark reference margin for U.S. Mid-Continent ultra-low-sulfur diesel, which was $21.54 per barrel for the first nine months of 2018 compared to $16.86 per barrel for the first nine months of 2017, representing a favorable increase of $4.68 per barrel. We estimate that the increase in distillate margins per barrel in the first nine months of 2018 compared to the first nine months of 2017 had a favorable impact to our refining segment margin of approximately $792 million.

Higher discounts on other feedstocks. In addition to crude oil, we utilize other feedstocks, such as natural gas and 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. We benefitted from processing these types of feedstocks during the first nine months of 2018 and that benefit improved compared to the first nine months of 2017. We estimate that the increase in the discounts for the other feedstocks that we processed during the first nine months of 2018 compared to the first nine months of 2017 had a favorable impact to our refining segment margin of approximately $315 million.

Higher discounts on crude oils. The market prices for refined petroleum products generally track the price of Brent crude oil, which is a benchmark crude oil, and we benefit when we process crude oils that are priced at a discount to Brent crude oil. We benefitted from processing these types of crude oils during the first nine months of 2018 and that benefit improved compared to the first nine months of 2017. For example, WTI crude oil, a light sweet crude oil processed in our U.S. Mid-Continent region, sold at a discount to Brent crude oil of $5.81 per barrel for the first nine months of 2018 compared to a discount of $3.18 per barrel for the first nine months of 2017, representing a favorable increase of $2.63 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 of $10.70 per barrel for the first nine months of 2018 compared to a discount of $7.54 per barrel for the first nine months of 2017, representing a favorable increase of $3.16 per barrel. We estimate that the increase in the discounts for crude oils that we processed during the first nine months of 2018 compared to the first nine months of 2017 had a favorable impact to our refining segment margin of approximately $282 million.

Lower costs of biofuel credits. As more fully described in Note 15 of Condensed Notes to Consolidated Financial Statements, we must purchase biofuel credits in order to meet our biofuel blending obligation under various government and regulatory compliance programs, and the cost of these credits (primarily RINs in the U.S.) decreased by $200 million from $631 million for the first nine months of 2017 to $431 million for the first nine months of 2018.




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Higher throughput volumes. Refining throughput volumes increased by 60,000 BPD in the first nine months of 2018 primarily due to effects of Hurricane Harvey in the first nine months of 2017. We estimate that the increase in refining throughput volumes had a positive impact on our refining segment margin of approximately $159 million.

Decrease in gasoline margins. We experienced a decrease in gasoline margins in most of our regions during the first nine months of 2018 compared to the first nine months of 2017. For example, the Brent-based benchmark reference margin for U.S. Gulf Coast CBOB gasoline was $7.28 per barrel for the first nine months of 2018 compared to $11.17 per barrel for the first nine months of 2017, representing an unfavorable decrease of $3.89 per barrel. Another example is the ANS-based benchmark reference margin for U.S. West Coast CARBOB 87 gasoline, which was $15.05 per barrel for the first nine months of 2018 compared to $20.63 per barrel for the first nine months of 2017, representing an unfavorable decrease of $5.58 per barrel. We estimate that the decrease in gasoline margins per barrel in the first nine months of 2018 compared to the first nine months of 2017 had an unfavorable impact to our refining segment margin of approximately $724 million.

Decrease in other products margins. We experienced a decrease in the margins of other products (such as petroleum coke and sulfur) relative to Brent crude oil during the first nine months of 2018 compared to the first nine months of 2017 due to an increase in the cost of crude oils between the periods. Because the market prices for our other products remain relatively stable, our margins decline when the cost of crude oils that we process increases. For example, the benchmark price of Brent crude oil was $72.67 per barrel for the first nine months of 2018 compared to $52.59 per barrel for the first nine months of 2017, representing an unfavorable increase of $20.08 per barrel. We estimate that the decrease in other products margins for the first nine months of 2018 compared to the first nine months of 2017 had an unfavorable impact to our refining segment margin of approximately $405 million.

Increase in charges from VLP. Charges from the VLP segment for transportation and terminaling services increased $81 million in the first nine months of 2018 compared to the first nine months of 2017 primarily due to additional services provided by a terminal and a product pipeline system acquired by VLP in November 2017 that were formerly a part of the refining segment. 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 $47 million primarily due to an increase in employee-related expenses.

Refining segment depreciation and amortization expense associated with our cost of sales increased $27 million primarily due to an increase in refinery turnaround and catalyst amortization expense in the first nine months of 2018 compared to the first nine months of 2017.

Ethanol Segment Results
Ethanol segment revenues increased $87 million in the first nine months of 2018 compared to the first nine months of 2017 primarily due to an increase in ethanol sales volumes and increases in corn related co-product prices, partially offset by lower ethanol prices. This improvement in ethanol segment revenue was more than offset by higher cost of sales between the periods resulting in a decrease in ethanol segment operating income of $26 million in the first nine months of 2018 compared to the first nine months of 2017. This decrease is due to lower ethanol segment margins as outlined below.




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Table of Contents

Ethanol segment margin, as defined in note (g) to the accompanying tables (see page 60), decreased $26 million in the first nine months of 2018 compared to the first nine months of 2017, primarily due to the following:

Lower ethanol prices. Ethanol prices were lower in the first nine months of 2018 compared to the first nine months of 2017 primarily due to an increase in domestic production. For example, the New York Harbor ethanol price was $1.51 per gallon for the first nine months of 2018 compared to $1.60 per gallon for the first nine months of 2017, representing an unfavorable decrease of $0.09 per gallon. We estimate that the decrease in the price of ethanol had an unfavorable impact to our ethanol segment margin of $121 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 that the increase in corn related co-product prices had a favorable impact to our ethanol segment margin of approximately $87 million.

Higher production volumes. Ethanol segment margin was favorably impacted by increased production volumes of 112,000 gallons per day in the first nine months of 2018 compared to the first nine months of 2017 primarily due to reliability improvements. We estimate that the increase in production volumes had a favorable impact to our ethanol segment margin of $13 million.

VLP Segment Results
VLP segment revenues increased $81 million in the first nine months of 2018 compared to the first nine months of 2017 primarily due to $67 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, resulting in an increase in VLP segment operating income of $45 million in the first nine months of 2018 compared to the first nine months of 2017. Excluding the adjustment reflected in the table on page 56, VLP adjusted operating income increased $42 million.

Corporate and Eliminations
Corporate and eliminations, which consists primarily of general and administrative expenses and related depreciation and amortization expense, increased by $100 million in the first nine months of 2018 compared to the first nine months of 2017. Excluding the environmental reserve adjustments of $108 million for the first nine months of 2018 reflected in the table on page 56, adjusted corporate and eliminations decreased by $8 million primarily due to expenses incurred in the first nine months of 2017 associated with the termination of the acquisition of certain assets from Plains.

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. 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.




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Table of Contents

Our liquidity consisted of the following as of September 30, 2018 (in millions):
Available borrowing capacity from committed facilities:
 
 
Valero Revolver
 
$
2,940

Canadian Revolver
 
55

Accounts receivable sales facility
 
1,200

Letter of credit facility
 
100

Total available borrowing capacity
 
4,295

Cash and cash equivalents(a)
 
3,324

Total liquidity
 
$
7,619

___________________
(a)
Excludes $227 million of cash and cash equivalents related to our VIEs that is available for use only by our VIEs.

Information about our outstanding borrowings, letters of credit issued, and availability under our credit facilities is reflected in Note 5 of Condensed Notes to Consolidated Financial Statements.

Cash Flows Summary
Components of our cash flows are set forth below (in millions):
 
Nine Months Ended
September 30,
 
2018
 
2017
Cash flows provided by (used in):
 
 
 
Operating activities
$
2,693

 
$
3,822

Investing activities
(2,768
)
 
(1,740
)
Financing activities
(2,181
)
 
(1,943
)
Effect of foreign exchange rate changes on cash
(43
)
 
221

Net increase (decrease) in cash and cash equivalents
$
(2,299
)
 
$
360


Cash Flows for the Nine Months Ended September 30, 2018
Our operations generated $2.7 billion of cash in the first nine months of 2018, driven primarily by net income of $2.3 billion and noncash charges to income for depreciation and amortization expense of $1.5 billion, partially offset by a negative change in working capital of $1.2 billion. See “RESULTS OF OPERATIONS” for further discussion of our operations. The change in our working capital is further detailed in Note 13 of Condensed Notes to Consolidated Financial Statements. The use of cash resulting from the $1.2 billion change in working capital was mainly due to:

an increase in receivables, primarily as a result of increasing commodity prices;
an increase in inventory due to higher inventory levels combined with higher commodity prices;
a decrease in income taxes payable resulting from the $400 million payment of our fourth quarter 2017 estimated taxes in January 2018; and
a decrease in accrued expenses mainly due to the timing of payments on our environmental compliance program obligations; partially offset by
an increase in accounts payable due to higher commodity prices and higher purchases.




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The $2.7 billion of cash generated by our operations, along with (i) $1.3 billion in proceeds from debt issuances and borrowings (as further discussed in Note 5 of Condensed Notes to Consolidated Financial Statements) and (ii) $2.3 billion from available cash on hand, 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;
fund $554 million for the Peru Acquisition and other minor acquisitions;
acquire undivided interests in pipeline and terminal assets for $181 million;
redeem our 9.375 percent Senior Notes for $787 million (or 104.9 percent of stated value);
make payments on debt and capital lease obligations of $428 million, of which $410 million related to the repayment of all outstanding borrowings under the VLP Revolver;
retire $137 million of debt assumed in connection with the Peru Acquisition;
purchase common stock for treasury of $1.1 billion;
pay common stock dividends of $1.0 billion; and
pay distributions to noncontrolling interests of $63 million.

Cash Flows for the Nine Months Ended September 30, 2017
Our operations generated $3.8 billion of cash in the first nine months of 2017, driven primarily by net income of $1.8 billion, noncash charges to income of $1.6 billion, and a positive change in working capital of $544 million. Noncash charges included $1.5 billion of depreciation and amortization expense and $80 million of deferred income tax expense. See “RESULTS OF OPERATIONS” for further discussion of our operations. The change in our working capital is further detailed in Note 13 of Condensed Notes to Consolidated Financial Statements. The source of cash resulting from the $544 million change in working capital was mainly due to:

an increase in accounts payable primarily as a result of an increase in commodity prices;
an increase in income taxes payable resulting from higher income tax expense in the third quarter of 2017;
an increase in accrued expenses mainly due to the timing of payments on our environmental compliance program obligations; and
a decrease in prepaid expenses and other mainly due to the utilization of purchased RINs to satisfy our biofuel blending obligation; partially offset by
an increase in inventory volumes held.

The $3.8 billion of cash generated by our operations, along with (i) net proceeds of $36 million from VLP’s sale of common units representing limited partner interests to the public and (ii) $221 million from the effects of a favorable change in foreign exchange rates, were used mainly to:

fund $1.7 billion in capital investments, which include capital expenditures, deferred turnaround and catalyst costs, and investments in joint ventures;
acquire an undivided interest in crude system assets for $72 million;
purchase common stock for treasury of $951 million;
pay common stock dividends of $936 million;
pay distributions to noncontrolling interests of $56 million; and
increase available cash on hand by $360 million.




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Table of Contents

Other Matters Impacting Liquidity and Capital Resources
Capital Investments
Our anticipated capital investments for 2018 have not changed from the amounts previously disclosed in our Form 10-K for the year ended December 31, 2017 as we expect to incur approximately $2.7 billion for capital investments, which includes capital expenditures, 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. This consists of approximately $1.7 billion for stay-in-business capital and $1.0 billion for growth strategies. This capital investment estimate excludes potential strategic acquisitions, including acquisitions of undivided interests. We continuously evaluate our capital budget and make changes as conditions warrant.

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 $2.7 billion estimate of capital investments for 2018. See Note 8 of Condensed Notes to Consolidated Financial Statements for a description of our VIEs.

Pending Acquisition of Ethanol Plants
On October 8, 2018, we entered into an agreement to acquire three ethanol plants from two subsidiaries of Green Plains Inc. for total cash consideration of $300 million plus working capital of approximately $28 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. We expect the acquisition will be completed in the fourth quarter of 2018.

Pending Merger with VLP
On October 18, 2018, we entered into the Merger Agreement with VLP pursuant to which we have agreed to acquire, for cash, all of the outstanding publicly held common units of VLP at a price of $42.25 per common unit, for an aggregate transaction value of approximately $950 million. See Note 2 of Condensed Notes to Consolidated Financial Statements for further discussion of the Merger Transaction.

Stock Purchase Program
On January 23, 2018, our board of directors authorized our purchase of up to an additional $2.5 billion of our outstanding common stock (the 2018 program) with no expiration date. This authorization was in addition to the remaining amount available under a $2.5 billion program authorized on September 21, 2016 (the 2016 program). As of September 30, 2018, we had approximately $2.8 billion of authorization remaining available under our programs. We have no obligation to make purchases under these programs.

Pension Plan Funding
We contributed $132 million to our pension plans and $15 million to our other postretirement benefit plans during the nine months ended September 30, 2018. During the fourth quarter of 2018, we plan to contribute approximately $9 million to our pension plans and $4 million to our other postretirement 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



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material additional expenditures to comply with environmental laws and regulations. See Note 6 of Condensed Notes to Consolidated Financial Statements for a further discussion of our environmental matters.

Tax Matters
The IRS has ongoing audits related to our U.S. federal income tax returns from 2010 through 2015. We have received Revenue Agent Reports in connection with the 2010 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 associated with this audit as of September 30, 2018. We do not expect 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 to our financial position, results of operations, or liquidity.

We continue to evaluate both provisional and incomplete estimates due to Tax Reform related to our 2017 tax provision. As discussed in Note 10 of Condensed Notes to Consolidated Financial Statements, there have been no updates to these amounts as of September 30, 2018.

Cash Held by Our International Subsidiaries
In conjunction with our implementation of the provisions under Tax Reform, which was enacted on December 22, 2017 and described in Note 10 of Condensed Notes to Consolidated Financial Statements, we recorded a liability in 2017 for the estimated U.S. federal tax due on the deemed repatriation of the accumulated earnings and profits of our international subsidiaries not previously distributed 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 longer any U.S. federal income tax consequences associated with the repatriation of any of the $2.3 billion of cash and cash equivalents held by our international subsidiaries as of September 30, 2018. However, certain countries in which our international subsidiaries are organized impose withholding taxes on cash distributed outside of those countries. We have accrued for withholding taxes on the portion of the cash held by one of our international subsidiaries that we have deemed not 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.

Cash provided by operating activities in the U.S. continues to be our primary source of funds to finance our U.S. operations and capital expenditures, as well as our dividends and share repurchases.

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.

CONTRACTUAL OBLIGATIONS

As of September 30, 2018, our contractual obligations included debt, capital lease obligations, operating lease obligations, purchase obligations, and other long-term liabilities. There were no material changes outside the ordinary course of business with respect to our contractual obligations during the nine months ended September 30, 2018. However, in the ordinary course of business, we had various debt-related activities



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during the nine months ended September 30, 2018 as described in Note 5 of Condensed Notes to Consolidated Financial Statements.

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 would increase. All of our ratings on our senior unsecured debt are at or above investment grade level as follows:
 
 
Rating
Rating Agency
 
Valero
 
VLP
Moody’s Investors Service
 
Baa2 (stable outlook)
 
Baa3 (stable outlook)
Standard & Poor’s Ratings Services
 
BBB (stable outlook)
 
BBB- (stable outlook)
Fitch Ratings
 
BBB (stable outlook)
 
BBB- (stable outlook)

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.

CRITICAL ACCOUNTING 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 our financial statements and accompanying notes. Actual results could differ from those estimates. As of September 30, 2018, there were no significant changes to our critical accounting policies since the date our annual report on Form 10‑K for the year ended December 31, 2017 was filed.




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ITEM 3.
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), grain (primarily corn), soybean oil, 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 swaps, 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, natural gas purchases, and corn purchases to lock in the price of those forecasted transactions at existing market prices that we deem favorable.

We use the futures markets for the available liquidity, which provides greater flexibility in transacting our price risk activities. We use swaps primarily to manage our price exposure. We also enter into certain commodity derivative instruments for trading purposes to take advantage of existing market conditions related to future results of operations and cash flows.

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 positions at the end of the reporting period with which we have market risk (in millions):
 
Derivative Instruments Held For
 
Non-Trading
Purposes
 
Trading
Purposes
September 30, 2018:
 
 
 
Gain (loss) in fair value resulting from:
 
 
 
10% increase in underlying commodity prices
$
(171
)
 
$

10% decrease in underlying commodity prices
171

 
(1
)
December 31, 2017:
 
 
 
Gain (loss) in fair value resulting from:
 
 
 
10% increase in underlying commodity prices
(47
)
 
4

10% decrease in underlying commodity prices
47

 
(2
)

See Note 15 of Condensed Notes to Consolidated Financial Statements for notional volumes associated with these derivative contracts as of September 30, 2018.

COMPLIANCE PROGRAM PRICE RISK

We are exposed to market risk related to the volatility in the price of biofuel credits and GHG emission credits needed to comply with various governmental and regulatory programs. To manage these risks, we enter into contracts to purchase these credits when prices are deemed favorable. Some of these contracts are



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derivative instruments; however, we elect the normal purchase exception and do not record these contracts at their fair values. As of September 30, 2018 and December 31, 2017, 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 was not material. See Note 15 of Condensed Notes to Consolidated Financial Statements for a discussion about these compliance programs.

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.
 
September 30, 2018
 
Expected Maturity Dates
 
 
 
 
 
Remainder
of 2018
 
2019
 
2020
 
2021
 
2022
 
There-
after
 
Total (a)
 
Fair
Value
Fixed rate
$

 
$

 
$
850

 
$
10

 
$

 
$
7,474

 
$
8,334

 
$
9,113

Average interest
rate
%
 
%
 
6.1
%
 
5.0
%
 
%
 
5.4
%
 
5.5
%
 
 
Floating rate (b)
$
73

 
$
106

 
$
6

 
$
6

 
$
6

 
$
18

 
$
215

 
$
215

Average interest
rate
6.0
%
 
2.9
%
 
4.3
%
 
4.3
%
 
4.3
%
 
4.3
%
 
4.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
Expected Maturity Dates
 
 
 
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
There-
after
 
Total (a)
 
Fair
Value
Fixed rate
$

 
$
750

 
$
850

 
$

 
$

 
$
6,224

 
$
7,824

 
$
9,236

Average interest
rate
%
 
9.4
%
 
6.1
%
 
%
 
%
 
5.6
%
 
6.0
%
 
 
Floating rate (b)
$
106

 
$
6

 
$
416

 
$
6

 
$
6

 
$
19

 
$
559

 
$
559

Average interest
rate
2.1
%
 
3.8
%
 
2.9
%
 
3.8
%
 
3.8
%
 
3.8
%
 
2.8
%
 
 
____________________
(a)
Excludes unamortized discounts and debt issuance costs.
(b)
As of September 30, 2018 and December 31, 2017, we had an interest rate swap associated with $43 million and $49 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 September 30, 2018, we had commitments to purchase $569 million of U.S. dollars. Our market risk was minimal on these contracts, as all of them matured on or before October 31, 2018.




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ITEM 4.
CONTROLS AND PROCEDURES
(a)
Evaluation of 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 September 30, 2018.
(b)
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.
We continue the implementation process to prepare for the adoption of Topic 842, which we discuss in Note 1 of Condensed Notes to Consolidated Financial Statements. We expect that there will be changes affecting our internal control over financial reporting in conjunction with adopting this standard. The most significant changes we expect relate to the implementation of a lease evaluation system and a lease accounting system, including the integration of our lease accounting system with our general ledger and modifications to the related procurement and payment processes.




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PART II – OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

The information below describes new proceedings or material developments in proceedings that we previously reported in our annual report on Form 10-K for the year ended December 31, 2017.

Litigation
We incorporate by reference into this Item our disclosures made in Part I, Item 1 of this report included in Note 6 of Condensed Notes to Consolidated Financial Statements under the caption “Environmental Matters” and “Litigation Matters.”

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.

People of the State of Illinois, ex rel. v. The Premcor Refining Group Inc., et al., Third Judicial Circuit Court, Madison County (Case No. 03-CH-00459, filed May 29, 2003) (Hartford Refinery and terminal). In our quarterly report on Form 10-Q for the quarter ended June 30, 2018, we reported that the Illinois EPA had filed suit against The Premcor Refining Group Inc. alleging violations of air and waste regulations at Premcor’s Hartford, Illinois terminal and closed refinery, and that we had entered into a consent order with the Illinois EPA resolving all outstanding issues pending with the state. This consent order was lodged with the Court, and was approved on July 26, 2018.

Bay Area Air Quality Management District (BAAQMD) (Benicia Refinery). In our annual report on Form 10-K for the year ended December 31, 2017, we reported that we had multiple outstanding Violation Notices (VNs) issued by the BAAQMD. These VNs are for various alleged air regulation and air permit violations at our Benicia Refinery and asphalt plant. In the third quarter of 2018, we entered into an agreement with BAAQMD to resolve various VNs and continue to work with the BAAQMD to resolve the remaining VNs.

South Coast Air Quality Management District (SCAQMD) (Wilmington Refinery). In our quarterly report on Form 10-Q for the quarter ended March 31, 2018, we reported that we had multiple Notices of Violation (NOVs) issued by the SCAQMD. These NOVs are for alleged reporting violations and excess emissions at our Wilmington Refinery. In the third quarter of 2018, we entered into an agreement with SCAQMD to resolve various NOVs and continue to work with the BAAQMD to resolve the remaining NOVs.





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ITEM 1A.
RISK FACTORS

There have been no changes from the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2017.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)
Unregistered Sales of Equity Securities. Not applicable.

(b)
Use of Proceeds. Not applicable.

(c)
Issuer Purchases of Equity Securities. The following table discloses purchases of shares of our common stock made by us or on our behalf during the third quarter of 2018.

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)
July 2018
 
1,029,340

 
$
108.84

 
334,238

 
695,102

 
$3.1 billion
August 2018
 
1,538,156

 
$
116.36

 
1,300

 
1,536,856

 
$3.0 billion
September 2018
 
1,227,357

 
$
116.04

 
6,156

 
1,221,201

 
$2.8 billion
Total
 
3,794,853

 
$
114.22

 
341,694

 
3,453,159

 
$2.8 billion
___________________
(a)
The shares reported in this column represent purchases settled in the third quarter of 2018 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, with no expiration date, which was in addition to the remaining amount available under a $2.5 billion program authorized on September 21, 2016. As of September 30, 2018, the approximate dollar value of shares that may yet be purchased under the 2016 program is $317 million and no purchases have been made under the 2018 program.




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ITEM 6.
EXHIBITS

Exhibit
No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
***101
 
Interactive Data Files
___________________
*
Filed herewith.
**
Furnished herewith.
***
Submitted electronically herewith.
Certain agreements relating to our long-term debt have not been filed as exhibits as permitted by paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K since the total amount of securities authorized under any such agreements do not exceed 10 percent of our total consolidated assets. Upon request, we will furnish to the SEC all constituent agreements defining the rights of holders of our long-term debt not filed herewith.




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SIGNATURE

Pursuant to the requirements 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/ Donna M. Titzman
 
 
Donna M. Titzman
 
 
Executive Vice President and
 
 
Chief Financial Officer
 
 
(Duly Authorized Officer and Principal
 
 
Financial and Accounting Officer)
Date: November 6, 2018



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