
10.	EQUITY

Share Activity

Activity in the number of shares of common stock and treasury stock was as follows (in millions):



	Common Stock	Treasury Stock
Balance as of December 31, 2014	673	(159	)
Transactions in connection with stock-based compensation plans	—	1
Stock purchases under purchase program	—	(42	)
Balance as of December 31, 2015	673	(200	)
Transactions in connection with stock-based compensation plans	—	1
Stock purchases under purchase program	—	(23	)
Balance as of December 31, 2016	673	(222	)
Transactions in connection with stock-based compensation plans	—	1
Stock purchases under purchase program	—	(19	)
Balance as of December 31, 2017	673	(240	)

Preferred Stock

We have 20 million shares of preferred stock authorized with a par value of $0.01 per share. No shares of preferred stock were outstanding as of December 31, 2017 or 2016.

Treasury Stock

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

On February 28, 2008, our board of directors approved a $3 billion common stock purchase program with no expiration date, and we completed that program during 2015. On July 13, 2015, our board of directors authorized us to purchase an additional $2.5 billion of our outstanding common stock (the 2015 program) with no expiration date, and we completed that program during 2017. On September 21, 2016, our board of directors authorized our purchase of up to an additional $2.5 billion (the 2016 program) with no expiration date. During the years ended December 31, 2017, 2016, and 2015, we purchased $1.3 billion, $1.3 billion, and $2.7 billion, respectively, of our common stock under our programs. As of December 31, 2017, we have approvals under the 2016 program to purchase approximately $1.2 billion of our common stock.

On January 23, 2018, our board of directors authorized our purchase of up to an additional $2.5 billion of our outstanding common stock with no expiration date.

Common Stock Dividends

On January 23, 2018, our board of directors declared a quarterly cash dividend of $0.80 per common share payable on March 6, 2018 to holders of record at the close of business on February 13, 2018.

Valero Energy Partners LP Units

On September 16, 2016, VLP entered into an equity distribution agreement pursuant to which VLP may offer and sell from time to time their common units having an aggregate offering price of up to $350 million based on amounts, at prices, and on terms to be determined by market conditions and other factors at the time of the offerings (such continuous offering program, or at-the-market program, referred to as the “ATM Program”). VLP issued 742,897 and 223,083 common units under the ATM Program and received net proceeds of $35 million and $9 million after deducting offering costs during the years ended December 31, 2017 and 2016, respectively.

Effective November 24, 2015, VLP completed a public offering of 4,250,000 common units at a price of $46.25 per unit and received net proceeds from the offering of $189 million after deducting the underwriting discount and other offering costs.

Income Tax Effects Related to Components of Other Comprehensive Income (Loss)

The tax effects allocated to each component of other comprehensive income (loss) were as follows (in millions):



	Before-Tax Amount			Tax Expense (Benefit)			Net Amount
Year Ended December 31, 2017:
Foreign currency translation adjustment	$	514		$	—		$	514
Pension and other postretirement benefits:
Loss arising during the year related to:
Net actuarial loss	(79		)	(29		)	(50		)
Prior service cost	(4		)	(1		)	(3		)
Miscellaneous loss	—			3			(3		)
Amounts reclassified into income related to:
Net actuarial loss	50			18			32
Prior service credit	(36		)	(13		)	(23		)
Curtailment and settlement loss	4			1			3
Net loss on pension and other postretirement benefits	(65		)	(21		)	(44		)
Other comprehensive income	$	449		$	(21	)	$	470



	Before-Tax Amount			Tax Expense (Benefit)			Net Amount
Year Ended December 31, 2016:
Foreign currency translation adjustment	$	(415	)	$	—		$	(415	)
Pension and other postretirement benefits:
Gain (loss) arising during the year related to:
Net actuarial loss	(110		)	(34		)	(76		)
Miscellaneous gain	—			(8		)	8
Amounts reclassified into income related to:
Net actuarial loss	48			18			30
Prior service credit	(36		)	(13		)	(23		)
Net loss on pension and other postretirement benefits	(98		)	(37		)	(61		)
Other comprehensive loss	$	(513	)	$	(37	)	$	(476	)



Year Ended December 31, 2015:
Foreign currency translation adjustment	$	(606	)	$	—		$	(606	)
Pension and other postretirement benefits:
Gain (loss) arising during the year related to:
Net actuarial gain	50			15			35
Prior service cost	(22		)	(8		)	(14		)
Amounts reclassified into income related to:
Net actuarial loss	62			22			40
Prior service credit	(40		)	(14		)	(26		)
Curtailment and settlement loss	7			2			5
Net gain on pension and other postretirement benefits	57			17			40
Other comprehensive loss	$	(549	)	$	17		$	(566	)

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows (in millions):



	Foreign Currency Translation Adjustment			Defined Benefit Plan Items			Total
Balance as of December 31, 2014	$	1		$	(368	)	$	(367	)
Other comprehensive income (loss) before reclassifications	(606		)	21			(585		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			19			19
Net other comprehensive income (loss)	(606		)	40			(566		)
Balance as of December 31, 2015	(605		)	(328		)	(933		)
Other comprehensive loss before reclassifications	(416		)	(68		)	(484		)
Amounts reclassified from accumulated other comprehensive loss	—			7			7
Net other comprehensive loss	(416		)	(61		)	(477		)
Balance as of December 31, 2016	(1,021		)	(389		)	(1,410		)
Other comprehensive income (loss) before reclassifications	514			(56		)	458
Amounts reclassified from accumulated other comprehensive loss	—			12			12
Net other comprehensive income (loss)	514			(44		)	470
Balance as of December 31, 2017	$	(507	)	$	(433	)	$	(940	)

Gains (losses) reclassified out of accumulated other comprehensive loss and into net income were as follows (in millions):



Details about Accumulated Other Comprehensive Loss Components										Affected Line Item in the Statement of Income
	Year Ended December 31,
	2017			2016			2015
Amortization of items related to defined benefit pension plans:
Net actuarial loss	$	(50	)	$	(48	)	$	(62	)	(a)
Prior service credit	36			36			40			(a)
Curtailment and settlement	(4		)	—			(7		)	(a)
	(18		)	(12		)	(29		)	Total before tax
	6			5			10			Tax benefit
Total reclassifications for the year	$	(12	)	$	(7	)	$	(19	)	Net of tax

_________________________


(a)	These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost, as further discussed in Note 12. Net periodic benefit cost is reflected in operating expenses (excluding depreciation and amortization expense) and general and administrative expenses (excluding depreciation and amortization expense).