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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
OR
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 001-13175
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)
(210345-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock
 
VLO
 
New York Stock Exchange
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  No 
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  No 
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
 
Accelerated filer
 
Non-accelerated filer
 
 
 
Smaller reporting company
 
Emerging growth company
 
 
 
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. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  No 
The number of shares of the registrant’s only class of common stock, $0.01 par value, outstanding as of July 20, 2020 was 407,757,274.
 
 
 
 
 



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)
 
June 30,
2020
 
December 31,
2019
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
2,319

 
$
2,583

Receivables, net
4,152

 
8,904

Inventories
5,420

 
7,013

Prepaid expenses and other
871

 
469

Total current assets
12,762

 
18,969

Property, plant, and equipment, at cost
46,335

 
44,294

Accumulated depreciation
(15,682
)
 
(15,030
)
Property, plant, and equipment, net
30,653

 
29,264

Deferred charges and other assets, net
5,684

 
5,631

Total assets
$
49,099

 
$
53,864

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of debt and finance lease obligations
$
587

 
$
494

Accounts payable
4,652

 
10,205

Accrued expenses
861

 
949

Taxes other than income taxes payable
1,083

 
1,304

Income taxes payable
117

 
208

Total current liabilities
7,300

 
13,160

Debt and finance lease obligations, less current portion
12,090

 
9,178

Deferred income tax liabilities
5,305

 
5,103

Other long-term liabilities
3,770

 
3,887

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
6,824

 
6,821

Treasury stock, at cost;
265,748,331 and 264,209,742 common shares
(15,760
)
 
(15,648
)
Retained earnings
30,575

 
31,974

Accumulated other comprehensive loss
(1,799
)
 
(1,351
)
Total Valero Energy Corporation stockholders’ equity
19,847


21,803

Noncontrolling interests
787

 
733

Total equity
20,634

 
22,536

Total liabilities and equity
$
49,099

 
$
53,864

See Condensed Notes to Consolidated Financial Statements.


1


Table of Contents

VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(millions of dollars, except per share amounts)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Revenues (a)
$
10,397

 
$
28,933

 
$
32,499

 
$
53,196

Cost of sales:
 
 
 
 
 
 
 
Cost of materials and other
9,079

 
26,083

 
29,031

 
48,061

Lower of cost or market (LCM) inventory valuation adjustment
(2,248
)
 

 
294

 

Operating expenses (excluding depreciation and amortization
expense reflected below)
1,027

 
1,175

 
2,151

 
2,390

Depreciation and amortization expense
566

 
552

 
1,135

 
1,089

Total cost of sales
8,424

 
27,810

 
32,611

 
51,540

Other operating expenses
3

 
2

 
5

 
4

General and administrative expenses (excluding depreciation and
amortization expense reflected below)
169

 
199

 
346

 
408

Depreciation and amortization expense
12

 
14

 
25

 
28

Operating income (loss)
1,789

 
908

 
(488
)
 
1,216

Other income, net
27

 
12

 
59

 
34

Interest and debt expense, net of capitalized interest
(142
)
 
(112
)
 
(267
)
 
(224
)
Income (loss) before income tax expense (benefit)
1,674

 
808

 
(696
)
 
1,026

Income tax expense (benefit)
339

 
160

 
(277
)
 
211

Net income (loss)
1,335

 
648

 
(419
)
 
815

Less: Net income attributable to noncontrolling interests
82

 
36

 
179

 
62

Net income (loss) attributable to Valero Energy Corporation
stockholders
$
1,253

 
$
612

 
$
(598
)
 
$
753

 
 
 
 
 
 
 
 
Earnings (loss) per common share
$
3.07

 
$
1.47

 
$
(1.48
)
 
$
1.80

Weighted-average common shares outstanding (in millions)
406

 
415

 
407

 
416

 
 
 
 
 
 
 
 
Earnings (loss) per common share – assuming dilution
$
3.07

 
$
1.47

 
$
(1.48
)
 
$
1.80

Weighted-average common shares outstanding –
assuming dilution (in millions)
407

 
417

 
407

 
417

_______________________________________________
 
 
 
 
 
 
 
Supplemental information:
 
 
 
 
 
 
 
(a)    Includes excise taxes on sales by certain of our international
operations
$
784

 
$
1,410

 
$
2,152

 
$
2,740


See Condensed Notes to Consolidated Financial Statements.


2


Table of Contents

VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions of dollars)
(unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Net income (loss)
$
1,335

 
$
648

 
$
(419
)
 
$
815

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustment
138

 

 
(469
)
 
155

Net gain on pension and other postretirement
benefits
12

 
2

 
24

 
5

Net gain (loss) on cash flow hedges
(25
)
 
5

 
4

 
5

Other comprehensive income (loss) before
income tax expense (benefit)
125

 
7

 
(441
)
 
165

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

 
5

 
2

Other comprehensive income (loss)
126

 
6

 
(446
)
 
163

Comprehensive income (loss)
1,461

 
654

 
(865
)
 
978

Less: Comprehensive income attributable
to noncontrolling interests
70

 
40

 
181

 
68

Comprehensive income (loss) attributable to
Valero Energy Corporation stockholders
$
1,391

 
$
614

 
$
(1,046
)
 
$
910


See Condensed Notes to Consolidated Financial Statements.


3


Table of Contents

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 March 31, 2020
$
7

 
$
6,814

 
$
(15,764
)
 
$
29,722

 
$
(1,937
)
 
$
18,842

 
$
843

 
$
19,685

Net income

 

 

 
1,253

 

 
1,253

 
82

 
1,335

Dividends on common stock
($0.98 per share)

 

 

 
(400
)
 

 
(400
)
 

 
(400
)
Stock-based compensation
expense

 
12

 

 

 

 
12

 

 
12

Transactions in connection
with stock-based
compensation plans

 
(2
)
 
4

 

 

 
2

 

 
2

Distributions to noncontrolling
interests

 

 

 

 

 

 
(126
)
 
(126
)
Other comprehensive
income (loss)

 

 

 

 
138

 
138

 
(12
)
 
126

Balance as of June 30, 2020
$
7

 
$
6,824

 
$
(15,760
)
 
$
30,575


$
(1,799
)

$
19,847


$
787


$
20,634

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of March 31, 2019
$
7

 
$
6,802

 
$
(14,958
)
 
$
30,810

 
$
(1,352
)
 
$
21,309

 
$
470

 
$
21,779

Net income

 

 

 
612

 

 
612

 
36

 
648

Dividends on common stock
($0.90 per share)

 

 

 
(376
)
 

 
(376
)
 

 
(376
)
Stock-based compensation
expense

 
11

 

 

 

 
11

 

 
11

Transactions in connection
with stock-based
compensation plans

 
(1
)
 

 

 

 
(1
)
 

 
(1
)
Open market stock purchases

 

 
(212
)
 

 

 
(212
)
 

 
(212
)
Distributions to noncontrolling
interests

 

 

 

 

 

 
(18
)
 
(18
)
Other comprehensive income

 

 

 

 
2

 
2

 
4

 
6

Balance as of June 30, 2019
$
7

 
$
6,812


$
(15,170
)

$
31,046


$
(1,350
)

$
21,345


$
492


$
21,837


See Condensed Notes to Consolidated Financial Statements.



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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, 2019
$
7

 
$
6,821

 
$
(15,648
)
 
$
31,974

 
$
(1,351
)
 
$
21,803

 
$
733

 
$
22,536

Net income (loss)

 

 

 
(598
)
 

 
(598
)
 
179

 
(419
)
Dividends on common stock
($1.96 per share)

 

 

 
(801
)
 

 
(801
)
 

 
(801
)
Stock-based compensation
expense

 
36

 

 

 

 
36

 

 
36

Transactions in connection
with stock-based
compensation plans

 
(33
)
 
18

 

 

 
(15
)
 

 
(15
)
Open market stock purchases

 

 
(130
)
 

 

 
(130
)
 

 
(130
)
Distributions to noncontrolling
interests

 

 

 

 

 

 
(127
)
 
(127
)
Other comprehensive
income (loss)

 

 

 

 
(448
)
 
(448
)
 
2

 
(446
)
Balance as of June 30, 2020
$
7

 
$
6,824


$
(15,760
)

$
30,575


$
(1,799
)

$
19,847


$
787


$
20,634

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2018
$
7

 
$
7,048

 
$
(14,925
)
 
$
31,044

 
$
(1,507
)
 
$
21,667

 
$
1,064

 
$
22,731

Net income

 

 

 
753

 

 
753

 
62

 
815

Dividends on common stock
($1.80 per share)

 

 

 
(751
)
 

 
(751
)
 

 
(751
)
Stock-based compensation
expense

 
21

 

 

 

 
21

 

 
21

Transactions in connection
with stock-based
compensation plans

 
(3
)
 
1

 

 

 
(2
)
 

 
(2
)
Open market stock purchases

 

 
(246
)
 

 

 
(246
)
 

 
(246
)
Acquisition of Valero Energy
Partners LP (VLP) publicly
held common units

 
(328
)
 

 

 

 
(328
)
 
(622
)
 
(950
)
Distributions to noncontrolling
interests

 

 

 

 

 

 
(18
)
 
(18
)
Other

 
74

 

 

 

 
74

 

 
74

Other comprehensive income

 

 

 

 
157

 
157

 
6

 
163

Balance as of June 30, 2019
$
7

 
$
6,812


$
(15,170
)

$
31,046


$
(1,350
)

$
21,345


$
492


$
21,837


See Condensed Notes to Consolidated Financial Statements.


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VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions of dollars)
(unaudited)
 
Six Months Ended
June 30,
 
2020
 
2019
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(419
)
 
$
815

Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
 
 
 
Depreciation and amortization expense
1,160

 
1,117

LCM inventory valuation adjustment
294

 

Deferred income tax expense (benefit)
223

 
(12
)
Changes in current assets and current liabilities
(478
)
 
413

Changes in deferred charges and credits and
other operating activities, net
(93
)
 
61

Net cash provided by operating activities
687

 
2,394

Cash flows from investing activities:
 
 
 
Capital expenditures (excluding variable interest entities (VIEs))
(555
)
 
(854
)
Capital expenditures of VIEs:
 
 
 
Diamond Green Diesel Holdings LLC (DGD)
(177
)
 
(51
)
Other VIEs
(143
)
 
(69
)
Deferred turnaround and catalyst cost expenditures (excluding VIEs)
(437
)
 
(470
)
Deferred turnaround and catalyst cost expenditures of DGD
(10
)
 
(1
)
Investments in unconsolidated joint ventures
(29
)
 
(90
)
Acquisitions of undivided interests

 
(29
)
Other investing activities, net
12

 
9

Net cash used in investing activities
(1,339
)
 
(1,555
)
Cash flows from financing activities:
 
 
 
Proceeds from debt issuances and borrowings (excluding VIEs)
1,799

 
1,892

Proceeds from borrowings of VIEs
163

 
70

Repayments of debt and finance lease obligations (excluding VIEs)
(432
)
 
(1,792
)
Repayments of debt of VIEs
(3
)
 
(3
)
Purchases of common stock for treasury
(147
)
 
(248
)
Common stock dividends
(801
)
 
(751
)
Acquisition of VLP publicly held common units

 
(950
)
Distributions to noncontrolling interests
(127
)
 
(18
)
Other financing activities, net
(17
)
 
(25
)
Net cash provided by (used in) financing activities
435

 
(1,825
)
Effect of foreign exchange rate changes on cash
(47
)
 
37

Net decrease in cash and cash equivalents
(264
)
 
(949
)
Cash and cash equivalents at beginning of period
2,583

 
2,982

Cash and cash equivalents at end of period
$
2,319

 
$
2,033

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

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 six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. As discussed in Note 2, the outbreak of COVID-19 and its development into a pandemic in March 2020 resulted in significant economic disruption globally. This disruption became more acute in the latter half of March 2020. While demand and market prices for most of our products increased during the second quarter of 2020 compared to the end of the first quarter of 2020, developments with respect to COVID-19 have been occurring at a rapid pace and the risk remains that circumstances could change. For instance, during the latter part of the second quarter of 2020, governmental authorities in various states across the U.S. began to lift many of the restrictions created by actions taken to slow down the spread of COVID-19. However, many of the states where such restrictions were lifted, and several states where the restrictions have essentially never been lifted (such as California in our U.S. West Coast region), have recently experienced a marked increase in the spread of COVID-19 and many governmental authorities in such areas have responded by reimposing certain restrictions they had previously lifted. Therefore, our operating results for the six months ended June 30, 2020 do not fully reflect the impact this disruption will likely continue to have on us.

The balance sheet as of December 31, 2019 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, 2019.

Reclassifications
Prior year amounts for capital expenditures, deferred turnaround and catalyst cost expenditures, and repayments of debt and finance lease obligations in the consolidated statements of cash flows have been reclassified to conform to the 2020 presentation to separately present these activities for us and our consolidated VIEs.

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.



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

Adoption of Accounting Pronouncements
We adopted the following Accounting Standards Updates (ASUs) on January 1, 2020. Our adoption of these ASUs did not have a material impact on our financial statements or related disclosures.
ASU
 
Basis of
Adoption
2016-13
Financial Instruments—Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments (including codification
improvements in ASUs 2018-19 and 2019-11 and ASU 2020-02—
Financial Instruments—Credit Losses (Topic 326): Amendments
to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119)
 
Cumulative
effect
2018-15
Intangibles—Goodwill and Other—Internal-Use Software
(Subtopic 350-40): Customer’s Accounting for Implementation Costs
Incurred in a Cloud Computing Arrangement That Is a Service Contract
 
Prospectively
2019-12
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
 
Prospectively


The following ASU was issued on and adopted by us on March 12, 2020. Our adoption of this ASU did not have a material impact on our financial statements or related disclosures.
ASU
 
Basis of
Adoption
2020-04
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting
 
Prospectively


2.
UNCERTAINTIES AND CERTAIN SIGNIFICANT ACCOUNTING ESTIMATES

Overview
The outbreak of COVID-19 and its development into a pandemic in March 2020 and certain developments in the global oil markets have impacted and continue to impact our business. We responded, and will strive to continue to respond, to the impact from these matters on our business. We reduced the amount of crude oil processed at most of our refineries in response to the decreased demand for our products, we temporarily idled various gasoline-making units at certain of our refineries to further limit gasoline production, and we took measures to reduce jet fuel production. Eight of our ethanol plants were temporarily idled, and production at our remaining six ethanol plants was reduced earlier this year to address the decreased demand for ethanol. Demand for most of our products partially recovered during the latter part of the second quarter of 2020. As a result, we have increased the production of most of our products and recently restarted the gasoline-making units and four ethanol plants that had been temporarily idled.
Many uncertainties remain with respect to COVID-19, including its resulting economic effects, and we are unable to predict the ultimate economic impacts from COVID-19 on our business and how quickly national economies can recover once the pandemic subsides, or whether any recovery will ultimately experience a reversal or other setbacks. However, the adverse impacts of the economic effects from COVID-19 and uncertainty in the global oil markets on our business have been and will likely continue to be significant. We believe we have proactively addressed many of the known impacts of COVID-19 to the extent possible and we will strive to continue to do so, but there can be no assurance that any measures we have taken or may take will be fully effective. As a result, we expect these matters may affect our estimates and assumptions on amounts reported in the financial statements and accompanying notes in the near term.


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

Impairment Analysis of Long-Lived Assets
Due to the adverse economic conditions discussed above, we reviewed our significant operating assets for the existence of impairment indicators. As a result of this review, we evaluated six ethanol plants for potential impairment as of June 30, 2020, assuming that we would operate these plants in the future and considering current economic conditions on our future estimated cash flows. Based on our analysis, we determined that the carrying amount of each of these plants was recoverable, as the undiscounted future cash flows from each plant exceeded its respective carrying value. Nonetheless, we will continue to evaluate the economic conditions and their impact on our assumptions.

Impairment Analysis of Goodwill
We have $260 million of goodwill as of June 30, 2020. All of our goodwill is allocated to one reporting unit, the U.S. Gulf Coast refining region. Our annual test for the impairment of goodwill is performed on October 1 of each year. However, as discussed above, there were adverse changes in the capital and commodity markets that contributed to a significant decline in our common stock price compared to the price as of December 31, 2019 and early March 2020. Despite the decline in our common stock price, we determined our goodwill was not impaired as of June 30, 2020. Nonetheless, we will continue to evaluate the economic conditions and their impact on our assumptions.

Inventory Valuation
See Note 4 regarding our $294 million LCM inventory valuation reserve and the estimates used to determine the market value of our inventories.

3.
MERGER WITH VLP

On January 10, 2019, we completed our acquisition of all of the outstanding publicly held common units of VLP pursuant to a definitive Agreement and Plan of Merger (Merger Agreement, and together with the transactions contemplated thereby, the Merger Transaction) with VLP. Upon completion of the Merger Transaction, each outstanding publicly held common unit was converted into the right to receive $42.25 per common unit in cash without any interest thereon, and all such publicly traded common units were automatically canceled and ceased to exist. Upon completion of the Merger Transaction, we paid aggregate merger consideration of $950 million, which was funded with available cash on hand.

Prior to the completion of the Merger Transaction, we consolidated the financial statements of VLP and reflected noncontrolling interests on our balance sheet for the portion of VLP’s partners’ capital held by VLP’s public common unitholders. Upon completion of the Merger Transaction, VLP became our indirect wholly owned subsidiary and, as a result, we no longer reflect noncontrolling interests on our balance sheet with respect to VLP. In addition, we no longer attribute a portion of VLP’s net income to noncontrolling interests. Because we had a controlling financial interest in VLP before the Merger Transaction and retained our controlling financial interest in VLP after the Merger Transaction, the change in our ownership interest in VLP as a result of the merger was accounted for as an equity transaction. Accordingly, we did not recognize a gain or loss on the Merger Transaction.



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

4.
INVENTORIES

Inventories consisted of the following (in millions):
 
June 30,
2020

December 31,
2019
Refinery feedstocks
$
2,000

 
$
2,399

Refined petroleum products and blendstocks
3,161

 
4,034

Renewable diesel feedstocks and products
53

 
46

Ethanol feedstocks and products
224

 
260

Materials and supplies
276

 
274

Inventories before LCM inventory valuation reserve
5,714

 
7,013

LCM inventory valuation reserve
(294
)
 

Inventories
$
5,420

 
$
7,013



We compare the market value of inventories to their cost on an aggregate basis, excluding materials and supplies. In determining the market value of our inventories, we assume that feedstocks are converted into refined products, which requires us to make estimates regarding the refined products expected to be produced from those feedstocks and the conversion costs required to convert those feedstocks into refined products. We also estimate the usual and customary transportation costs required to move the inventory from our plants to the appropriate points of sale. We then apply an estimated selling price to our inventories. If the aggregate market value is less than the aggregate cost, we recognize a loss for the difference in our statements of income. To the extent the aggregate market value subsequently increases, we would recognize an increase to the value of our inventories (not to exceed cost) and a gain in our statements of income.

The market value of our last-in, first-out (LIFO) inventory fell below our historical LIFO inventory costs as of March 31, 2020, and as a result, we recorded an LCM inventory valuation reserve of $2.5 billion in order to state our inventories at market. As of June 30, 2020, our LCM inventory valuation reserve was $294 million. The change in our LCM inventory valuation reserve resulted in a net benefit of $2.2 billion and a net charge of $294 million to our results of operations during the three and six months ended June 30, 2020, respectively. As of December 31, 2019, the replacement cost (market value) of LIFO inventories exceeded their LIFO carrying amounts by $2.5 billion.

Our non-LIFO inventories accounted for $912 million and $1.4 billion of our total inventories as of June 30, 2020 and December 31, 2019, respectively.


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

5.
LEASES

Lease Costs and Other Supplemental Information
Our total lease cost comprises costs that are included in our income statement, as well as costs capitalized as part of an item of property, plant, and equipment or inventory. Total lease cost by class of underlying asset was as follows (in millions):
 
Pipelines,
Terminals,
and Tanks
 
Transportation
 
Feedstock
Processing
Equipment
 
Energy
and
Gases
 
Real
Estate
 
Other
 
Total
 
 
Marine
 
Rail
 
 
 
 
 
Three months ended
June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance lease cost:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of right-of-use
(ROU) assets
$
28

 
$

 
$

 
$
3

 
$
1

 
$

 
$

 
$
32

Interest on lease liabilities
25

 

 

 
1

 

 

 

 
26

Operating lease cost
42

 
37

 
15

 
4

 
2

 
6

 
1

 
107

Variable lease cost
17

 
15

 

 

 

 
1

 

 
33

Short-term lease cost
2

 
14

 

 
7

 

 

 

 
23

Sublease income

 
(2
)
 

 

 

 

 

 
(2
)
Total lease cost
$
114

 
$
64

 
$
15

 
$
15

 
$
3

 
$
7

 
$
1

 
$
219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance lease cost:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of ROU assets
$
12

 
$

 
$

 
$
1

 
$
1

 
$

 
$

 
$
14

Interest on lease liabilities
12

 

 

 
1

 
1

 

 

 
14

Operating lease cost
47

 
34

 
13

 
5

 
2

 
10

 
2

 
113

Variable lease cost
15

 
7

 

 

 

 

 

 
22

Short-term lease cost
4

 
12

 

 
8

 

 

 

 
24

Sublease income

 
(15
)
 

 

 

 
(1
)
 

 
(16
)
Total lease cost
$
90

 
$
38

 
$
13

 
$
15

 
$
4

 
$
9

 
$
2

 
$
171



11


Table of Contents



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

 
Pipelines,
Terminals,
and Tanks
 
Transportation
 
Feedstock
Processing
Equipment
 
Energy
and
Gases
 
Real
Estate
 
Other
 
Total
 
 
Marine
 
Rail
 
 
 
 
 
Six months ended
June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance lease cost:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of ROU assets
$
50

 
$

 
$

 
$
6

 
$
2

 
$

 
$

 
$
58

Interest on lease liabilities
46

 

 

 
1

 
1

 

 

 
48

Operating lease cost
84

 
76

 
30

 
8

 
4

 
12

 
2

 
216

Variable lease cost
33

 
33

 
1

 
1

 

 
1

 

 
69

Short-term lease cost
6

 
36

 

 
21

 

 

 

 
63

Sublease income

 
(8
)
 

 

 

 

 

 
(8
)
Total lease cost
$
219

 
$
137

 
$
31

 
$
37

 
$
7

 
$
13

 
$
2

 
$
446

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended
June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance lease cost:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of ROU assets
$
20

 
$

 
$

 
$
2

 
$
2

 
$

 
$

 
$
24

Interest on lease liabilities
22

 

 

 
1

 
2

 

 

 
25

Operating lease cost
94

 
68

 
24

 
12

 
4

 
14

 
2

 
218

Variable lease cost
33

 
17

 

 

 

 

 

 
50

Short-term lease cost
7

 
26

 

 
14

 

 

 

 
47

Sublease income

 
(16
)
 

 

 

 
(2
)
 

 
(18
)
Total lease cost
$
176

 
$
95

 
$
24

 
$
29

 
$
8

 
$
12

 
$
2

 
$
346





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Table of Contents



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

The following table presents additional information related to our operating and finance leases (in millions, except for lease terms and discount rates):
 
June 30, 2020
 
December 31, 2019
 
Operating
Leases
 
Finance
Leases
 
Operating
Leases
 
Finance
Leases
Supplemental balance sheet information
 
 
 
 
 
 
 
ROU assets, net reflected in the following
balance sheet line items:
 
 
 
 
 
 
 
Property, plant, and equipment, net
$

 
$
2,225

 
$

 
$
790

Deferred charges and other assets, net
1,273

 

 
1,329

 

Total ROU assets, net
$
1,273

 
$
2,225

 
$
1,329

 
$
790

 
 
 
 
 
 
 
 
Current lease liabilities reflected in the
following balance sheet line items:
 
 
 
 
 
 
 
Current portion of debt and finance lease
obligations
$

 
$
71

 
$

 
$
41

Accrued expenses
325

 

 
331

 

Noncurrent lease liabilities reflected in the
following balance sheet line items:
 
 
 
 
 
 
 
Debt and finance lease obligations,
less current portion

 
2,177

 

 
750

Other long-term liabilities
920

 

 
959

 

Total lease liabilities
$
1,245

 
$
2,248

 
$
1,290

 
$
791

 
 
 
 
 
 
 
 
Other supplemental information
 
 
 
 
 
 
 
Weighted-average remaining lease term
7.5 years

 
22.4 years

 
7.7 years

 
19.7 years

Weighted-average discount rate
4.7
%
 
4.3
%
 
4.9
%
 
5.2
%


Supplemental cash flow information related to our operating and finance leases is presented in Note 13.

Significant Lease Commencement
We have a 50 percent membership interest in MVP Terminalling, LLC (MVP), an unconsolidated joint venture formed in September 2017 with a subsidiary of Magellan Midstream Partners LP, to construct, own, and operate the Magellan Valero Pasadena marine terminal (MVP Terminal) located adjacent to the Houston Ship Channel in Pasadena, Texas. Concurrent with the formation of MVP, we entered into a terminaling agreement with MVP to utilize the MVP Terminal upon completion of the initial two phases of construction, which occurred in the first quarter of 2020. During the six months ended June 30, 2020, we recognized a finance lease ROU asset and related liability of approximately $1.4 billion in connection with this agreement. The terminaling agreement has an initial term of 12 years with two five-year automatic renewals, and year-to-year renewals thereafter.



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

Maturity Analysis
The remaining minimum lease payments due under our long-term leases were as follows (in millions):
 
June 30, 2020
 
December 31, 2019
 
Operating
Leases
 
Finance
Leases
 
Operating
Leases
 
Finance
Leases
2020 (a)
$
207

 
$
85

 
$
376

 
$
88

2021
287

 
171

 
250

 
86

2022
214

 
173

 
194

 
87

2023
179

 
178

 
160

 
91

2024
142

 
170

 
125

 
82

Thereafter
510

 
2,922

 
498

 
1,011

Total undiscounted lease payments
1,539

 
3,699

 
1,603

 
1,445

Less: Amount associated with discounting
294

 
1,451

 
313

 
654

Total lease liabilities
$
1,245

 
$
2,248

 
$
1,290

 
$
791

____________________
(a)
The amounts as of June 30, 2020 are for the remaining six months of 2020.

6.
DEBT

Public Debt
During the six months ended June 30, 2020, we issued $850 million of 2.700 percent Senior Notes due April 15, 2023 and $650 million of 2.850 percent Senior Notes due April 15, 2025. Proceeds from these debt issuances totaled $1.499 billion before deducting the underwriting discount and other debt issuance costs.

During the six months ended June 30, 2019, the following activity occurred:

We issued $1.0 billion of 4.00 percent Senior Notes due April 1, 2029. Proceeds from this debt issuance totaled $992 million before deducting the underwriting discount and other debt issuance costs. The proceeds were used to redeem our 6.125 percent Senior Notes due February 1, 2020 (6.125 percent Senior Notes) for $871 million, or 102.48 percent of stated value, which included an early redemption fee of $21 million that is reflected in “other income, net” in our statements of income for the three and six months ended June 30, 2019.
In connection with the completion of the Merger Transaction, Valero Energy Corporation, the parent company, entered into a guarantee agreement to fully and unconditionally guarantee the prompt payment, when due, of the following debt issued by VLP, one of its wholly owned subsidiaries, that was outstanding as of June 30, 2020:
4.375 percent Senior Notes due December 15, 2026; and
4.5 percent Senior Notes due March 15, 2028.

Effective March 31, 2020, we early applied the U.S. Securities and Exchange Commission’s (SEC’s) Final Rule Release No. 33-10762, Financial Disclosures About Guarantors and Issuers of


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

Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities. This rule allows us to cease providing the previously required condensed consolidating financial information in our periodic reports while the senior notes issued by VLP noted above are outstanding, as VLP’s reporting obligation was suspended on January 22, 2019 in connection with the completion of the Merger Transaction.
Credit Facilities
Summary of Credit Facilities
We had outstanding borrowings, letters of credit issued, and availability under our credit facilities as follows (amounts in millions and currency in U.S. dollars, except as noted):
 
 
 
 
 
 
June 30, 2020
 
 
Facility
Amount
 
Maturity Date
 
Outstanding
Borrowings
 
Letters of Credit
Issued (a)
 
Availability
Committed facilities:
 
 
 
 
 
 
 
 
 
 
Valero Revolver
 
$
4,000

 
March 2024
 
$

 
$
33

 
$
3,967

364-day Revolving
Credit Facility
 
$
875

 
April 2021
 
$

 
n/a

 
$
875

Canadian Revolver
 
C$
150

 
November 2020
 
C$

 
C$
7

 
C$
143

Accounts receivable
sales facility (b)
 
$
1,300

 
July 2020
 
$

 
n/a

 
$
726

Letter of credit
facility
 
$
50

 
November 2020
 
n/a

 
$

 
$
50

Committed facilities of
VIE (c):
 
 
 
 
 
 
 
 
 

IEnova Revolver
 
$
612

 
February 2028
 
$
511

 
n/a

 
$
101

Uncommitted facilities:
 
 
 
 
 
 
 
 
 
 
Letter of credit
facilities
 
n/a

 
n/a
 
n/a

 
$
92

 
n/a


___________________
(a)
Letters of credit issued as of June 30, 2020 expire at various times in 2020 through 2021.
(b)
The available borrowing capacity was lower than the facility amount due to a decline in product prices. In July 2020, we extended the maturity date of this facility to July 2021 and decreased the facility amount from $1.3 billion to $1.0 billion.
(c)
Creditors of our VIE do not have recourse against us.

364-day Revolving Credit Facility
In April 2020, we entered into an $875 million 364-Day Credit Agreement (the 364-day Revolving Credit Facility) with several lenders. This facility provides for a revolving credit facility in an aggregate principal amount of up to $875 million and matures 364 days from April 13, 2020.

Borrowings under this facility bear interest at the base rate or the eurodollar rate (at our election) plus an applicable rate ranging from 0.150 percent to 1.700 percent, based upon the elected interest rate type and our debt ratings from certain rating agencies. The facility requires us to pay a commitment fee accruing on the daily amount of used and unused commitments of the lenders, also based upon our debt ratings mentioned


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

above. The interest and commitment fees under this facility are payable quarterly. The facility also requires us to pay a customary agency fee to the administrative agent. The facility contains various customary covenants and events of default.

Accounts Receivable Sales Facility
During the six months ended June 30, 2020, we sold $300 million of eligible receivables under our accounts receivable sales facility and repaid $400 million. The weighted-average interest rate on the borrowings outstanding for this facility was 1.5221 percent and 2.5275 percent during the six months ended June 30, 2020 and 2019, respectively.

IEnova Revolver
During the six months ended June 30, 2020, Central Mexico Terminals (as described in Note 8) amended its combined unsecured revolving credit facility (IEnova Revolver) with IEnova (defined in Note 8) to increase the facility amount from $491 million to $612 million. During the six months ended June 30, 2020 and 2019, Central Mexico Terminals borrowed $163 million and $70 million, respectively, and had no repayments under this revolver. As of June 30, 2020 and December 31, 2019, the variable interest rate was 5.083 percent and 5.749 percent, respectively.

The IEnova Revolver is available only to the operations of Central Mexico Terminals, and the creditors of Central Mexico Terminals do not have recourse against us.

Other Disclosures
“Interest and debt expense, net of capitalized interest” is comprised as follows (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Interest and debt expense
$
161

 
$
136

 
$
306

 
$
272

Less: Capitalized interest
19

 
24

 
39

 
48

Interest and debt expense, net of
capitalized interest
$
142

 
$
112

 
$
267

 
$
224



7.
EQUITY

Share Activity
There was no significant share activity during the six months ended June 30, 2020 and 2019.

Common Stock Dividends
On July 16, 2020, our board of directors declared a quarterly cash dividend of $0.98 per common share payable on September 2, 2020 to holders of record at the close of business on August 4, 2020.



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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):
 
Three Months Ended June 30,
 
2020
 
2019
 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plans
Items
 
Gains
(Losses)
on
Cash Flow
Hedges
 
Total
 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plans
Items
 
Gains
on
Cash
Flow
Hedges
 
Total
Balance as of beginning
of period
$
(1,282
)
 
$
(663
)
 
$
8

 
$
(1,937
)
 
$
(869
)
 
$
(483
)
 
$

 
$
(1,352
)
Other comprehensive
income (loss) before
reclassifications
138

 

 
(2
)
 
136

 
(1
)
 

 
1

 

Amounts reclassified
from accumulated
other comprehensive
loss

 
10

 
(8
)
 
2

 

 
2

 

 
2

Other comprehensive
income (loss)
138

 
10

 
(10
)
 
138

 
(1
)
 
2

 
1

 
2

Balance as of end of
period
$
(1,144
)
 
$
(653
)
 
$
(2
)
 
$
(1,799
)
 
$
(870
)
 
$
(481
)
 
$
1

 
$
(1,350
)

 
Six Months Ended June 30,
 
2020
 
2019
 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plans
Items
 
Gains
(Losses)
on
Cash Flow
Hedges
 
Total
 
Foreign
Currency
Translation
Adjustment
 
Defined
Benefit
Plans
Items
 
Gains
on
Cash
Flow
Hedges
 
Total
Balance as of beginning
of period
$
(676
)
 
$
(672
)
 
$
(3
)
 
$
(1,351
)
 
$
(1,022
)
 
$
(485
)
 
$

 
$
(1,507
)
Other comprehensive
income (loss) before
reclassifications
(468
)
 

 
19

 
(449
)
 
152

 

 
1

 
153

Amounts reclassified
from accumulated
other comprehensive
loss

 
19

 
(18
)
 
1

 

 
4

 

 
4

Other comprehensive
income (loss)
(468
)
 
19

 
1

 
(448
)
 
152

 
4

 
1

 
157

Balance as of end of
period
$
(1,144
)
 
$
(653
)
 
$
(2
)
 
$
(1,799
)
 
$
(870
)
 
$
(481
)
 
$
1

 
$
(1,350
)




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

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. As of June 30, 2020, our significant consolidated VIEs included:

DGD, a joint venture with a subsidiary of Darling Ingredients Inc., which owns and operates a plant that processes animal fats, used cooking oils, and other vegetable oils into renewable diesel; and

Central Mexico Terminals, which is a collective group of three subsidiaries of Infraestructura Energetica Nova, S.A.B. de C.V. (IEnova), a Mexican company and subsidiary of Sempra Energy, a U.S. public company. 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 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):
 
June 30, 2020
 
DGD
 
Central
Mexico
Terminals
 
Other
 
Total
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
331

 
$

 
$
16

 
$
347

Other current assets
234

 
44

 
27

 
305

Property, plant, and equipment, net
887

 
506

 
99

 
1,492

Liabilities
 
 
 
 
 
 
 
Current liabilities, including current portion
of debt and finance lease obligations
$
80

 
$
556

 
$
7

 
$
643

Debt and finance lease obligations,
less current portion

 

 
27

 
27



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

 
December 31, 2019
 
DGD
 
Central
Mexico
Terminals
 
Other
 
Total
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
85

 
$

 
$
25

 
$
110

Other current assets
567

 
33

 
89

 
689

Property, plant, and equipment, net
706

 
381

 
105

 
1,192

Liabilities
 
 
 
 
 
 
 
Current liabilities, including current portion
of debt and finance lease obligations
$
66

 
$
409

 
$
8

 
$
483

Debt and finance lease obligations,
less current portion

 

 
31

 
31



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 accounted for as equity investments.



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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 related to our defined benefit plans were as follows (in millions):
 
Pension Plans
 
Other Postretirement
Benefit Plans
 
2020
 
2019
 
2020
 
2019
Three months ended June 30
 
 
 
 
 
 
 
Service cost
$
35

 
$
30

 
$
2

 
$
1

Interest cost
22

 
25

 
2

 
3

Expected return on plan assets
(46
)
 
(41
)
 

 

Amortization of:
 
 
 
 
 
 
 
Net actuarial (gain) loss
19

 
10

 

 
(1
)
Prior service credit
(5
)
 
(5
)
 
(2
)
 
(2
)
Special charges
1

 
2

 

 

Net periodic benefit cost
$
26

 
$
21

 
$
2

 
$
1

 
 
 
 
 
 
 
 
Six months ended June 30
 
 
 
 
 
 
 
Service cost
$
70

 
$
60

 
$
3

 
$
2

Interest cost
43

 
49

 
4

 
6

Expected return on plan assets
(90
)
 
(83
)
 

 

Amortization of:
 
 
 
 
 
 
 
Net actuarial (gain) loss
37

 
20

 

 
(2
)
Prior service credit
(10
)
 
(9
)
 
(3
)
 
(4
)
Special charges
1

 
2

 

 
1

Net periodic benefit cost 
$
51

 
$
39

 
$
4

 
$
3



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

During the six months ended June 30, 2020 and 2019, we contributed $19 million and $23 million, respectively, to our pension plans and $7 million and $8 million, respectively, to our other postretirement benefit plans.

We previously disclosed in our annual report on Form 10-K for the year ended December 31, 2019 that we planned to contribute approximately $140 million to our pension plans and $21 million to our other postretirement benefit plans during 2020. Due to the current economic environment, we are reconsidering our intent to make a discretionary contribution of $100 million to our qualified U.S. pension plan.



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

10.
INCOME TAXES

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was enacted, which resulted in significant changes to the U.S. Internal Revenue Code of 1986, as amended. The most significant changes affecting us were as follows:

Modification of the limitations previously set by the Tax Cuts and Jobs Act of 2017 by providing that tax net operating losses (NOLs) arising in a tax year beginning in 2018, 2019, or 2020 can be carried back five years. This provision allows the taxpayer to recover taxes previously paid at a 35 percent federal income tax rate during tax years prior to 2018. In addition, the CARES Act removed the taxable income limitation to allow a tax NOL to fully offset taxable income for tax years beginning before January 1, 2021.

Increased the deductibility of interest expense from 30 percent to 50 percent of adjusted taxable income for 2019 and 2020. Also, a taxpayer can elect to use its 2019 adjusted taxable income in 2020 to determine the deductible amount of interest expense in that year.

Our income tax expense (benefit) for the three and six months ended June 30, 2020 included a tax benefit of $7 million and $117 million, respectively, attributable to the expected tax NOL carryback provided under the CARES Act for expected tax NOLs from our current tax year to our 2015 tax year in which we paid federal income tax at a 35 percent tax rate.



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

11.
EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share were computed as follows (dollars and shares in millions, except per share amounts):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Earnings (loss) per common share
 
 
 
 
 
 
 
Net income (loss) attributable to Valero stockholders
$
1,253

 
$
612

 
$
(598
)
 
$
753

Less: Income allocated to participating securities
4

 
2

 
3

 
2

Net income (loss) available to common stockholders
$
1,249

 
$
610

 
$
(601
)
 
$
751

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
406

 
415

 
407

 
416

 
 
 
 
 
 
 
 
Earnings (loss) per common share
$
3.07

 
$
1.47

 
$
(1.48
)
 
$
1.80

 
 
 
 
 
 
 
 
Earnings (loss) per common share – assuming dilution
 
 
 
 
 
 
 
Net income (loss) attributable to Valero stockholders
$
1,253

 
$
612

 
$
(598
)
 
$
753

Less: Income allocated to participating securities
4

 
2

 
3

 
2

Net income (loss) available to common stockholders
$
1,249

 
$
610

 
$
(601
)
 
$
751

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding
406

 
415

 
407

 
416

Effect of dilutive securities
1

 
2

 

 
1

Weighted-average common shares outstanding –
assuming dilution
407

 
417

 
407

 
417

 
 
 
 
 
 
 
 
Earnings (loss) per common share – assuming dilution
$
3.07

 
$
1.47

 
$
(1.48
)
 
$
1.80



Participating securities include restricted stock and performance awards granted under our 2020 Omnibus Stock Incentive Plan (2020 OSIP) or our 2011 Omnibus Stock Incentive Plan (2011 OSIP). Dilutive securities include participating securities as well as outstanding stock options granted under our 2020 OSIP or our 2011 OSIP. On April 30, 2020, our stockholders approved the 2020 OSIP.



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

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.

Contract Balances
Contract balances were as follows (in millions):
 
June 30,
2020
 
December 31,
2019
 
Decrease
Receivables from contracts with customers,
included in receivables, net
$
2,603

 
$
5,610

 
$
(3,007
)
Contract liabilities, included in accrued expenses
34

 
55

 
(21
)


Receivables from contracts with customers is a component of “receivables, net” as presented on the balance sheet. The decrease in “receivables, net” is described in Note 13.

For the six months ended June 30, 2020, we recognized as revenue $52 million that was included in contract liabilities as of December 31, 2019.

Remaining Performance Obligations
We have spot and term contracts with customers, the majority of which are spot contracts with no remaining performance obligations. We do not disclose remaining performance obligations for contracts that have terms of one year or less. The transaction price for our remaining term contracts includes a fixed component and variable consideration (i.e., a commodity price), both of which are allocated entirely to a wholly unsatisfied promise to transfer a distinct good that forms part of a single performance obligation. The fixed component is not material and the variable consideration is highly uncertain. Therefore, as of June 30, 2020, we have not disclosed the aggregate amount of the transaction price allocated to our remaining performance obligations.

Segment Information
We have three reportable segments — refining, renewable diesel, and ethanol. Each segment is a strategic business unit that offers different products and services by employing unique technologies and marketing strategies and whose operations and operating performance are managed and evaluated separately. Operating performance is measured based on the operating income generated by the segment, which includes revenues and expenses that are directly attributable to the management of the respective segment. Intersegment sales are generally derived from transactions made at prevailing market rates. The following is a description of each segment’s business operations.

The refining segment includes the operations of our 15 petroleum refineries, the associated marketing activities, and logistics assets that support our refining operations. The principal products


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

manufactured by our refineries and sold by this segment include gasolines and blendstocks, distillates, and other products.

The renewable diesel segment includes the operations of DGD, our consolidated joint venture as discussed in Note 8. The principal product manufactured by DGD and sold by this segment is renewable diesel. This segment sells some renewable diesel to the refining segment, which is then sold to that segment’s customers.

The ethanol segment includes the operations of our 14 ethanol plants, the associated marketing activities, and logistics assets that support our ethanol operations. The principal products manufactured by our ethanol plants are ethanol and distillers grains. This segment sells some ethanol to the refining segment for blending into gasoline, which is sold to that segment’s customers as a finished gasoline product.
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 tables reflect information about our operating income (loss) by reportable segment (in millions):
 
Refining
 
Renewable
Diesel
 
Ethanol
 
Corporate
and
Eliminations
 
Total
Three months ended June 30, 2020
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
9,615

 
$
239

 
$
543

 
$

 
$
10,397

Intersegment revenues
2

 
57

 
38

 
(97
)
 

Total revenues
9,617

 
296

 
581

 
(97
)
 
10,397

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
8,539

 
135

 
501

 
(96
)
 
9,079

LCM inventory valuation adjustment
(2,137
)
 

 
(111
)
 

 
(2,248
)
Operating expenses (excluding depreciation
and amortization expense reflected below)
928

 
20

 
79

 

 
1,027

Depreciation and amortization expense
533

 
12

 
21

 

 
566

Total cost of sales
7,863

 
167

 
490

 
(96
)
 
8,424

Other operating expenses
3

 

 

 

 
3

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

 

 

 
169

 
169

Depreciation and amortization expense

 

 

 
12

 
12

Operating income by segment
$
1,751

 
$
129

 
$
91

 
$
(182
)
 
$
1,789

 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2019
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
27,746

 
$
222

 
$
964

 
$
1

 
$
28,933

Intersegment revenues
8

 
73

 
53

 
(134
)
 

Total revenues
27,754

 
295

 
1,017

 
(133
)
 
28,933

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
25,172

 
189

 
855

 
(133
)
 
26,083

Operating expenses (excluding depreciation
and amortization expense reflected below)
1,026

 
17

 
132

 

 
1,175

Depreciation and amortization expense
518

 
12

 
22

 

 
552

Total cost of sales
26,716

 
218

 
1,009

 
(133
)
 
27,810

Other operating expenses
1

 

 
1

 

 
2

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

 

 

 
199

 
199

Depreciation and amortization expense

 

 

 
14

 
14

Operating income by segment
$
1,037

 
$
77

 
$
7

 
$
(213
)
 
$
908




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

 
Refining
 
Renewable
Diesel
 
Ethanol
 
Corporate
and
Eliminations
 
Total
Six months ended June 30, 2020
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
30,600

 
$
545

 
$
1,354

 
$

 
$
32,499

Intersegment revenues
4

 
110

 
102

 
(216
)
 

Total revenues
30,604

 
655

 
1,456

 
(216
)
 
32,499

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
27,666

 
265

 
1,314

 
(214
)
 
29,031

LCM inventory valuation adjustment
277

 

 
17

 

 
294

Operating expenses (excluding depreciation
and amortization expense reflected below)
1,923

 
40

 
188

 

 
2,151

Depreciation and amortization expense
1,069

 
23

 
43

 

 
1,135

Total cost of sales
30,935

 
328

 
1,562

 
(214
)
 
32,611

Other operating expenses
5

 

 

 

 
5

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

 

 

 
346

 
346

Depreciation and amortization expense

 

 

 
25

 
25

Operating income (loss) by segment
$
(336
)
 
$
327

 
$
(106
)
 
$
(373
)
 
$
(488
)
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2019
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
50,964

 
$
474

 
$
1,757

 
$
1

 
$
53,196

Intersegment revenues
10

 
124

 
105

 
(239
)
 

Total revenues
50,974

 
598

 
1,862

 
(238
)
 
53,196

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
46,337

 
413

 
1,549

 
(238
)
 
48,061

Operating expenses (excluding depreciation
and amortization expense reflected below)
2,097

 
36

 
257

 

 
2,390

Depreciation and amortization expense
1,021

 
23

 
45

 

 
1,089

Total cost of sales
49,455

 
472

 
1,851

 
(238
)
 
51,540

Other operating expenses
3

 

 
1

 

 
4

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

 

 

 
408

 
408

Depreciation and amortization expense

 

 

 
28

 
28

Operating income by segment
$
1,516

 
$
126

 
$
10

 
$
(436
)
 
$
1,216





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

The following table provides a disaggregation of revenues from external customers for our principal products by reportable segment (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Refining:
 
 
 
 
 
 
 
Gasolines and blendstocks
$
3,993

 
$
11,530

 
$
12,237

 
$
20,904

Distillates
4,379

 
13,476

 
15,042

 
25,393

Other product revenues
1,243

 
2,740

 
3,321

 
4,667

Total refining revenues
9,615

 
27,746

 
30,600

 
50,964

Renewable diesel:
 
 
 
 
 
 
 
Renewable diesel
239

 
222

 
545

 
474

Ethanol:
 
 
 
 
 
 
 
Ethanol
432

 
774

 
1,061

 
1,394

Distillers grains
111

 
190

 
293

 
363

Total ethanol revenues
543

 
964

 
1,354

 
1,757

Corporate – other revenues

 
1

 

 
1

Revenues
$
10,397

 
$
28,933

 
$
32,499

 
$
53,196


Total assets by reportable segment were as follows (in millions):
 
June 30,
2020
 
December 31,
2019
Refining
$
42,225

 
$
47,067

Renewable diesel
1,504

 
1,412

Ethanol
1,687

 
1,615

Corporate and eliminations
3,683

 
3,770

Total assets
$
49,099

 
$
53,864





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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 (loss) is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions):
 
Six Months Ended
June 30,
 
2020
 
2019
Decrease (increase) in current assets:
 
 
 
Receivables, net
$
4,616

 
$
(1,664
)
Inventories
1,136

 
278

Prepaid expenses and other
(383
)
 
406

Increase (decrease) in current liabilities:
 
 
 
Accounts payable
(5,446
)
 
1,555

Accrued expenses
(73
)
 
(195
)
Taxes other than income taxes payable
(180
)
 
(75
)
Income taxes payable
(148
)
 
108

Changes in current assets and current liabilities
$
(478
)
 
$
413



Changes in current assets and current liabilities for the six months ended June 30, 2020 were as follows:
the decrease in receivables was primarily due to (i) a decrease of $4.1 billion as a result of a decrease in commodity prices in June 2020 compared to December 2019 combined with a decrease in sales volumes and (ii) the collection of $449 million for a blender’s tax credit receivable attributable to volumes blended during 2019 and 2018;

the decrease in inventories was due to lower inventory levels combined with a decrease in commodity prices in June 2020 compared to December 2019;

the increase in prepaid expenses and other was primarily related to the recognition of an income tax receivable of approximately $440 million; and

the decrease in accounts payable was due to a decrease in commodity prices in June 2020 compared to December 2019 combined with a decrease in crude oil and other feedstock volumes purchased.

Changes in current assets and current liabilities for the six months ended June 30, 2019 were as follows:
the increase in receivables was due to an increase in sales volumes combined with an increase in commodity prices in June 2019 compared to December 2018;

the decrease in inventories was due to lower inventory levels in June 2019 compared to December 2018;



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

the decrease in prepaid expenses and other was mainly due to a decrease in income taxes receivable resulting from a refund of $348 million, including interest, associated with the settlement of the combined audit related to our U.S. federal income tax returns for 2010 and 2011;
the increase in accounts payable was due to an increase in commodity prices in June 2019 compared to December 2018 combined with an increase in crude oil and other feedstock volumes purchased and the timing of payments of invoices; and

the decrease in accrued expenses was mainly due to the payment of our annual incentive compensation related to 2018.

Cash flows related to interest and income taxes were as follows (in millions):
 
Six Months Ended
June 30,
 
2020
 
2019
Interest paid in excess of amount capitalized,
including interest on finance leases
$
250

 
$
227

Income taxes paid (refunded), net
76

 
(331
)


Supplemental cash flow information related to our operating and finance leases was as follows (in millions):
 
Six Months Ended June 30,
 
2020
 
2019
 
Operating
Leases
 
Finance
Leases
 
Operating
Leases
 
Finance
Leases
Cash paid for amounts included in the
measurement of lease liabilities:
 
 
 
 
 
 
 
Operating cash flows
$
216

 
$
48

 
$
216

 
$
25

Financing cash flows

 
32

 

 
21

Changes in lease balances resulting from new
and modified leases (a)
163

 
1,495

 
1,592

 
192

___________________
(a)
Noncash activity for the six months ended June 30, 2020 primarily includes $1.4 billion for a finance lease ROU asset and related liability recognized in connection with the terminaling agreement with MVP described in Note 5. Noncash activity for the six months ended June 30, 2019 included $1.3 billion for operating lease ROU assets and related liabilities recorded on January 1, 2019 upon adoption of Financial Accounting Standards Board Accounting Standards Codification Topic 842, “Leases.”

There were no significant noncash investing and financing activities during the six months ended June 30, 2020, except as noted in the table above.
Noncash investing and financing activities during the six months ended June 30, 2019 included the derecognition of the property, plant, and equipment and the related long-term liability associated with a build-to-suit lease arrangement with respect to the MVP Terminal, and the subsequent recognition of our investment in MVP, in addition to the activities noted in the table above.


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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 June 30, 2020 and December 31, 2019.

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.
 
June 30, 2020
 
 
 
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
$
656

 
$

 
$

 
$
656

 
$
(506
)
 
$
(38
)
 
$
112

 
$

Physical purchase
contracts

 
1

 

 
1

 
n/a

 
n/a

 
1

 
n/a

Foreign currency
contracts
28

 

 

 
28

 
n/a

 
n/a

 
28

 
n/a

Investments of certain
benefit plans
65

 

 
8

 
73

 
n/a

 
n/a

 
73

 
n/a

Total
$
749

 
$
1

 
$
8

 
$
758

 
$
(506
)
 
$
(38
)
 
$
214

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 

 
 
 
 
 

 
 
Commodity derivative
contracts
$
519

 
$

 
$

 
$
519

 
$
(506
)
 
$
(13
)
 
$

 
$
(38
)
Environmental credit
obligations

 
38

 

 
38

 
n/a

 
n/a

 
38

 
n/a

Physical purchase
contracts

 
2

 

 
2

 
n/a

 
n/a

 
2

 
n/a

Foreign currency
contracts
9

 

 

 
9

 
n/a

 
n/a

 
9

 
n/a

Total
$
528

 
$
40

 
$

 
$
568

 
$
(506
)
 
$
(13
)
 
$
49

 



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

 
December 31, 2019
 
 
 
Total
Gross
Fair
Value
 
Effect of
Counter-
party
Netting
 
Effect of
Cash
Collateral
Netting
 
Net
Carrying
Value on
Balance
Sheet
 
Cash
Collateral
Paid or
Received
Not Offset
 
Fair Value Hierarchy
 
 
 
 
 
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity derivative
contracts
$
617

 
$

 
$

 
$
617

 
$
(612
)
 
$

 
$
5

 
$

Foreign currency
contracts
27

 

 

 
27

 
n/a

 
n/a

 
27

 
n/a

Investments of certain
benefit plans
65

 

 
9

 
74

 
n/a

 
n/a

 
74

 
n/a

Total
$
709

 
$

 
$
9

 
$
718

 
$
(612
)
 
$

 
$
106

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity derivative
contracts
$
668

 
$

 
$

 
$
668

 
$
(612
)
 
$
(56
)
 
$

 
$
(84
)
Environmental credit
obligations

 
2

 

 
2

 
n/a

 
n/a

 
2

 
n/a

Physical purchase
contracts

 
3

 

 
3

 
n/a

 
n/a

 
3

 
n/a

Foreign currency
contracts
10

 

 

 
10

 
n/a

 
n/a

 
10

 
n/a

Total
$
678

 
$
5

 
$

 
$
683

 
$
(612
)
 
$
(56
)
 
$
15

 




A description of our assets and liabilities recognized at fair value along with the valuation methods and inputs we used to develop their fair value measurements are as follows:

Commodity derivative contracts consist primarily of exchange-traded futures, which are used to reduce the impact of price volatility on our results of operations and cash flows as discussed in Note 15. These contracts are measured at fair value using a market approach based on quoted prices from the commodity exchange and are categorized in Level 1 of the fair value hierarchy.

Physical purchase contracts represent the fair value of fixed-price corn purchase contracts. The fair values of these purchase contracts are measured using a market approach based on quoted prices from the commodity exchange or an independent pricing service and are categorized in Level 2 of the fair value hierarchy.

Investments of certain benefit plans consist of investment securities held by trusts for the purpose of satisfying a portion of our obligations under certain U.S. nonqualified benefit plans. The plan assets categorized in Level 1 of the fair value hierarchy are measured at fair value using a market approach based on quoted prices from national securities exchanges. The plan assets categorized in Level 3 of the fair value hierarchy represent insurance contracts, the fair value of which is provided by the insurer.



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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 and foreign currency swap agreements related to our international operations to manage our exposure to exchange rate fluctuations on transactions denominated in currencies other than the local (functional) currencies of our operations. These contracts are valued based on quoted foreign currency exchange rates and are categorized in Level 1 of the fair value hierarchy.

Environmental credit obligations represent our liability for the purchase of (i) biofuel credits (primarily 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. 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 a market approach based on quoted prices from an independent pricing service.

There were no transfers into or out of Level 3 for assets and liabilities held as of June 30, 2020 and December 31, 2019 that were measured at fair value on a recurring basis.

There was no significant activity during the six months ended June 30, 2020 and 2019 related to the fair value amounts categorized in Level 3 as of June 30, 2020 and December 31, 2019.

Nonrecurring Fair Value Measurements
There were no assets or liabilities that were measured at fair value on a nonrecurring basis as of June 30, 2020 and December 31, 2019.

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):
 
 
 
June 30, 2020
 
December 31, 2019
 
Fair Value
Hierarchy
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
Level 1
 
$
2,319

 
$
2,319

 
$
2,583

 
$
2,583

Financial liabilities
 
 
 
 
 
 
 
 
 
Debt (excluding finance leases)
Level 2
 
10,429

 
12,387

 
8,881

 
10,583





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

15.
PRICE RISK MANAGEMENT ACTIVITIES

General
We are exposed to market risks primarily related to the volatility in the price of commodities, 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.” The effect of these derivative instruments on our income and other comprehensive income (loss) is summarized below under “Effect of Derivative Instruments on Income and Other Comprehensive Income (Loss).”

Risk Management Activities by Type of Risk
Commodity Price Risk
We are exposed to market risks related to the volatility in the price of crude oil, refined petroleum products (primarily gasoline and distillate), renewable diesel, grain (primarily corn), renewable diesel feedstocks, and natural gas used in our operations. To reduce the impact of price volatility on our results of operations and cash flows, we use commodity derivative instruments, such as futures and options. Our positions in commodity derivative instruments are monitored and managed on a daily basis by our risk control group to ensure compliance with our stated risk management policy that has been approved by our board of directors.

We primarily use commodity derivative instruments as cash flow hedges and economic hedges. Our objectives for entering into each type of hedge is described below.

Cash flow hedges – The objective of our cash flow hedges is to lock in the price of forecasted (i) feedstock, refined petroleum product, or natural gas purchases, or (ii) refined petroleum product or renewable diesel sales at existing market prices that we deem favorable.

Economic hedges – Our objectives for holding economic hedges are to (i) manage price volatility in certain feedstock and refined petroleum product inventories and fixed-price purchase contracts, and (ii) lock in the price of forecasted feedstock, refined petroleum product, or natural gas purchases, or refined petroleum product or renewable diesel sales at existing market prices that we deem favorable.



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

As of June 30, 2020, we had the following outstanding commodity derivative instruments that were used as cash flow hedges and economic hedges, as well as commodity derivative instruments related to the physical purchase of 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 corn contracts that are presented in thousands of bushels).
 
Notional Contract Volumes by
Year of Maturity
 
2020
 
2021
Derivatives designated as cash flow hedges
 
 
 
Renewable diesel:
 
 
 
Futures – long
394

 

Futures – short
1,414

 

 
 
 
 
Derivatives designated as economic hedges
 
 
 
Crude oil and refined petroleum products:
 
 
 
Futures – long
75,877

 
56

Futures – short
58,694

 
56

Corn:
 
 
 
Futures – long
63,030

 
130

Futures – short
76,110

 
1,255

Physical contracts – long
11,751

 
1,214



Foreign Currency Risk
We are exposed to exchange rate fluctuations on transactions related to our international operations that are denominated in currencies other than the local (functional) currencies of our operations. To manage our exposure to these exchange rate fluctuations, we use foreign currency contracts. These contracts are not designated as hedging instruments for accounting purposes and therefore are classified as economic hedges. As of June 30, 2020, we had foreign currency contracts to purchase $219 million of U.S. dollars, $1.9 billion of U.S. dollar equivalent Canadian dollars, and $500 million of U.S. dollar equivalent pounds sterling. Of these commitments, $919 million matured on or before July 24, 2020 and the remaining $1.7 billion will mature by October 15, 2020.

Environmental Compliance Program Price Risk
We are exposed to market risk related to the volatility in the price of credits needed to comply with various governmental and regulatory environmental compliance programs. To manage this risk, we enter into contracts to purchase these credits when prices are deemed favorable. Some of these contracts are derivative instruments; however, we elect the normal purchase exception and do not record these contracts at their fair values. Certain of these programs require us to blend biofuels into the products we produce, and we are subject to such programs in most of the countries in which we operate. These countries set annual quotas for the percentage of biofuels that must be blended into the motor fuels consumed in these countries. As a producer of motor fuels from petroleum, we are obligated to blend biofuels into the products we produce at a rate that is at least equal to the applicable quota. To the degree we are unable to blend at the applicable


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

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 $136 million and $67 million for the three months ended June 30, 2020 and 2019, respectively, and $248 million and $158 million for the six months ended June 30, 2020 and 2019, 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 six months ended June 30, 2020 and 2019 and expect to continue to recover the majority of these costs in the future. For the three and six months ended June 30, 2020 and 2019, the net cost of meeting our obligations under these compliance programs was immaterial.

Fair Values of Derivative Instruments
The following tables provide information about the fair values of our derivative instruments as of June 30, 2020 and December 31, 2019 (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 table, however, is 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
 
June 30, 2020
 
December 31, 2019
 
 
Asset
Derivatives
 
Liability
Derivatives
 
Asset
Derivatives
 
Liability
Derivatives
Derivatives designated
as hedging instruments
 
 
 
 
 
 
 
 
 
Commodity contracts
Receivables, net
 
$
5

 
$
14

 
$
9

 
$
20

 
 
 
 
 
 
 
 
 
 
Derivatives not designated
as hedging instruments
 
 
 
 
 
 
 
 
 
Commodity contracts
Receivables, net
 
$
651

 
$
505

 
$
608

 
$
648

Physical purchase contracts
Inventories
 
1

 
2

 

 
3

Foreign currency contracts
Receivables, net
 
28

 

 
27

 

Foreign currency contracts
Accrued expenses
 

 
9

 

 
10

Total
 
 
$
680

 
$
516

 
$
635

 
$
661



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

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 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 and Other Comprehensive Income (Loss)
The following table provides information about the gain or loss recognized in income and other comprehensive income (loss) due to fair value adjustments of our cash flow hedges (in millions):
Derivatives in Cash
Flow Hedging
Relationships
 
Location of Gain (Loss)
Recognized in Income
on Derivatives
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
2020
 
2019
2020
 
2019
Commodity contracts:
 
 
 
 
 
 
 
 
 
 
Gain (loss) recognized in
other comprehensive
income (loss) on
derivatives
 
 
 
$
(5
)
 
$
4

 
$
50

 
$
4

Gain (loss) reclassified
from accumulated
other comprehensive
income (loss) into
income
 
Revenues
 
19

 
(2
)
 
45

 
(2
)


For cash flow hedges, no component of the derivative instruments’ gains or losses was excluded from the assessment of hedge effectiveness for the three and six months ended June 30, 2020 and 2019. For the three and six months ended June 30, 2020, cash flow hedges primarily related to forward sales of renewable diesel and we estimate that the deferred after-tax loss of $3 million as of June 30, 2020 will be reclassified into revenues over the next 12 months as a result of hedged transactions that are forecasted to occur. For the three and six months ended June 30, 2020 and 2019, there were no amounts reclassified from accumulated other comprehensive income (loss) into income as a result of the discontinuance of cash flow hedge accounting. The changes in accumulated other comprehensive loss by component, net of tax, for the three and six months ended June 30, 2020 and 2019 are described in Note 7.



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

The following table provides information about the gain (loss) recognized in income on our derivative instruments of our economic hedges and our foreign currency hedges and the line items in the statements of income in which such gains (losses) are reflected (in millions):
Derivatives Not
Designated as
Hedging Instruments
 
Location of Gain (Loss)
Recognized in Income
on Derivatives
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
2020
 
2019
2020
 
2019
Commodity contracts
 
Revenues
 
$
9

 
$
5

 
$
1

 
$
5

Commodity contracts
 
Cost of materials
and other
 
140

 
72

 
(12
)
 
1

Commodity contracts
 
Operating expenses
(excluding depreciation
and amortization expense)
 
4

 

 
2

 

Foreign currency contracts
 
Cost of materials
and other
 

 
2

 
49

 
(7
)
Foreign currency contracts
 
Other income, net
 
60

 
48

 
(105
)
 
55




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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,” “strive,” and similar expressions.

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

the effect, impact, potential duration or other implications of the COVID-19 pandemic and global crude oil production levels, and any expectations we may have with respect thereto;
future refining segment margins, including gasoline and distillate margins;
future renewable diesel segment 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 and storage capacity;
our anticipated level of capital investments, including deferred turnaround and catalyst cost expenditures, capital expenditures for environmental and other purposes, and joint venture investments, and the effect of those capital investments on our results of operations;
anticipated trends in the supply of and demand for crude oil and other feedstocks and refined petroleum products in the regions where we operate, as well as globally;
expectations regarding environmental, tax, and other regulatory initiatives; and
the effect of general economic and other conditions on refining, renewable diesel, and ethanol industry fundamentals.

We based our forward-looking statements on our current expectations, estimates, and projections about ourselves, our industry, and the global economy and financial markets generally. We caution that these statements are not guarantees of future performance or results 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, actual results may differ materially from the future performance or results that we have expressed or forecast in the forward-looking statements. Differences between actual results and any future performance or results suggested in these forward-looking statements could result from a variety of factors, including the following:

demand for, and supplies of, refined petroleum products (such as gasoline, diesel, jet fuel, and petrochemicals), renewable diesel, and ethanol;
demand for, and supplies of, crude oil and other feedstocks;
the effects of public health threats, pandemics and epidemics, such as the COVID-19 pandemic, and the adverse impacts thereof on our business, financial condition, results of operations, and liquidity, including, but not limited to, our growth, operating costs, supply chain, labor availability, logistical capabilities, customer demand for our products, and industry demand generally, margins, production and throughput capacity, utilization, inventory value, cash position, taxes, the price of our securities


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and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;
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, renewable diesel, or ethanol;
the ability of the members of the Organization of Petroleum Exporting Countries (OPEC) 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;
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, weather events, civil unrest, political events, terrorism, cyberattacks, or other catastrophes or disruptions affecting our operations, refineries, machinery, pipelines, equipment, or information systems, or any of the foregoing of our suppliers or customers;
changes in the cost or availability of transportation or storage capacity 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, refined petroleum products, renewable diesel, 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 and similar programs, and the U.S. Environmental Protection Agency’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, 2019 that is incorporated by reference herein, as those factors are amended or supplemented as set forth in the “RISK FACTORS” section included in ITEM 1A, “RISK FACTORS” in this Form 10-Q.

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


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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.

NON-GAAP FINANCIAL MEASURES

The discussions in “OVERVIEW AND OUTLOOK” and “RESULTS OF OPERATIONS” below include references to financial measures that are not defined under U.S. GAAP. These non-GAAP financial measures include adjusted operating income (including adjusted operating income for each of our reportable segments, as applicable) and refining, renewable diesel, and ethanol segment margin. We have included these non-GAAP financial measures to help facilitate the comparison of operating results between periods. See the tables in note (d) beginning on page 57 for reconciliations of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures. Also in note (d), we disclose the reasons why we believe our use of the non-GAAP financial measures provides useful information.

OVERVIEW AND OUTLOOK

Overview
Business Operations Update
The outbreak of COVID-19 and its development into a pandemic in March 2020 has resulted in significant economic disruption globally, including in North America and Europe, the primary geographic areas where we operate. In March, governmental authorities around the world took actions, such as stay-at-home orders and other social distancing measures, to slow down the spread of COVID-19 that restricted travel, public gatherings, and the overall level of individual movement and in-person interaction across the globe. These actions have significantly reduced global economic activity and negatively impacted many businesses, including our business. Airlines have dramatically reduced flights and motor vehicle usage has significantly declined at a time when seasonal driving patterns typically result in an increase of consumer demand for gasoline. As a result, there has also been a decline in the demand for, and thus also the market prices of, crude oil and most of our products. In addition, global crude oil production levels did not decline initially despite lower demand and storage capacity constraints for crude oil and refined products, which, during March 2020 and much of the second quarter of 2020, exacerbated the decline in crude oil prices and contributed to an increase in crude oil price volatility.

During the latter part of the second quarter of 2020, governmental authorities in various states across the U.S., particularly those in our U.S. Gulf Coast and U.S. Mid-Continent regions, began to lift many of the restrictions created by actions taken to slow down the spread of COVID-19, while many governmental authorities in our U.S. West Coast and North Atlantic regions only recently began taking similar actions. These actions have resulted in an increase in the level of individual movement and travel and, in turn, an increase in the demand and market prices for most of our products relative to late March 2020. However, many of the states where such restrictions were lifted, and several states where the restrictions have essentially never been lifted (such as California in our U.S. West Coast region), have recently experienced a marked increase in the spread of COVID-19 and many governmental authorities in such areas have responded by reimposing certain restrictions they had previously lifted. While this response has not yet significantly impacted the increased level of individual movement associated with the initial lifting of many restrictions, the risk remains that the reimposition of such restrictions that has already occurred, or any further reimposition


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of prior restrictions or any imposition of new restrictions that may occur in the future, could each weaken the partial recovery in the demand and market prices for our products, which would negatively affect us.

The decrease in the demand for refined petroleum products coupled with the decline in the price of crude oil has resulted in a significant decrease in the price of refined petroleum products manufactured by our refining segment. For example, the price of gasoline(a) in the U.S. Gulf Coast region where eight of our 15 refineries are located was $68.82 per barrel at the beginning of 2020, fell to $17.65 per barrel at the end of March (a 74 percent decline), and partially recovered to $46.58 per barrel by the end of June (a 32 percent decline over the six-month period). Another example is the price of diesel(b) in the U.S. Gulf Coast region, which was $81.71 per barrel at the beginning of 2020, fell to $39.18 per barrel at the end of March (a 52 percent decline), and partially recovered to $47.58 per barrel by the end of June (a 42 percent decline over the six-month period). On July 29, 2020, the prices of gasoline(a) and diesel(b) were $46.44 per barrel and $50.76 per barrel, respectively.

The price of ethanol manufactured by our ethanol segment has also decreased due to a decline in demand. Because ethanol is primarily blended into gasoline, ethanol demand declined along with the decline in the demand for gasoline. Demand for renewable diesel, however, has not significantly declined due to continued demand for this low-carbon fuel despite the current economic environment; therefore, our renewable diesel segment has not been impacted as significantly as our refining and ethanol segments.

Prices for the products we sell and the feedstocks we purchase impact our revenues, cost of sales, operating income, and liquidity. In addition, a decline in the market prices of products and feedstocks below their carrying values in our inventory results in a writedown in the value of our inventories, and a subsequent recovery in market prices results in a write-up in the value of our inventories to their previous carrying values. These inventory valuation adjustments are referred to as “lower of cost or market (LCM) inventory valuation adjustments” and are described in Note 4 of Condensed Notes to Consolidated Financial Statements. For the second quarter of 2020, we generated operating income of $1.8 billion, which includes a $2.2 billion recovery in the value of our inventories. We wrote down the value of our inventories by $2.5 billion in the first quarter of 2020 due to the significant decline in market prices at that time, but as previously noted, market prices improved during the second quarter resulting in the reversal of all but $294 million of the initial writedown. For the first six months of 2020, we generated an operating loss of $488 million, which includes the $294 million writedown in the value of our inventories. Our operating results for the second quarter and the first six months of 2020, including operating results by segment, are described in the summary below and detailed descriptions can be found under “RESULTS OF OPERATIONS” on pages 45 through 65.

Our cash and cash equivalents declined by $264 million during the first six months of 2020, from $2.6 billion as of December 31, 2019 to $2.3 billion as of June 30, 2020. We invested $1.3 billion in our business and returned $948 million to our stockholders primarily through dividends, but also through purchases of our common stock, which, as discussed below, have not occurred under our stock purchase program since mid-March 2020. These uses of cash were largely offset by proceeds from a $1.5 billion public debt offering completed in April 2020 as described in Note 6 of Condensed Notes to Consolidated Financial Statements. In addition, our operations generated net cash of $687 million, which was driven by a decrease in inventory on hand. Even though our cash and cash equivalents on hand declined during the first six months of 2020, we ended the period with $7.7 billion of liquidity(c). A summary of our cash flows is presented on page 66, and a description of our cash flows and other matters impacting our liquidity and capital resources, including measures we have taken or are considering to take to address the impacts of COVID-19 on our liquidity, can be found under “LIQUIDITY AND CAPITAL RESOURCES” on pages 65 through 69.



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We responded, and will strive to continue to respond, to the impacts from COVID-19 on our business. We reduced the amount of crude oil processed at most of our refineries in response to the decreased demand for our products, we temporarily idled various gasoline-making units at certain of our refineries to further limit gasoline production, and we took measures to reduce jet fuel production. Eight of our ethanol plants were temporarily idled, and production at our remaining six ethanol plants was reduced earlier this year to address the decreased demand for ethanol. Demand for most of our products partially recovered during the latter part of the second quarter of 2020. As a result, we have increased the production of most of our products and recently restarted the gasoline-making units and four ethanol plants that had been temporarily idled. In addition to these measures, we have addressed our liquidity as outlined below:
We deferred projects representing approximately $400 million of capital investments that we had expected to make in 2020 related to our refining and ethanol segments.
We deferred income and indirect (e.g., value-added taxes (VAT) and motor fuel taxes) tax payments due in the first six months of 2020 of approximately $440 million. These deferrals have been provided to taxpayers under new legislation, such as the CARES Act in the U.S., and by various taxing authorities under existing legislation. Approximately 40 percent of the deferred payments will be due in the third quarter of 2020, with the remaining amount due in 2021.

We have not purchased any shares of our common stock under our stock purchase program since mid-March 2020, and we will evaluate the timing of repurchases when appropriate. We have no obligation to make purchases under our stock purchase program.

We entered into a 364-day Revolving Credit Facility on April 13, 2020 with an aggregate principal amount of up to $875 million as described in Note 6 of Condensed Notes to Consolidated Financial Statements. As of June 30, 2020 and July 29, 2020, we had no outstanding borrowings under this facility.

We extended the maturity date of our accounts receivable sales facility to July 2021 and decreased the facility amount from $1.3 billion to $1.0 billion as described in Note 6 of Condensed Notes to Consolidated Financial Statements. As of June 30, 2020 and July 29, 2020, we had no outstanding borrowings under this facility, and available borrowing capacity was $666 million as of July 29, 2020.

Many uncertainties remain with respect to COVID-19, including its resulting economic effects, and we are unable to predict the ultimate economic impacts from COVID-19 on our business and how quickly national economies can recover once the pandemic subsides, or whether any recovery will ultimately experience a reversal or other setbacks. However, the adverse impacts of the economic effects on our company have been and will likely continue to be significant. We believe we have proactively addressed many of the known impacts of COVID-19 to the extent possible and we will strive to continue to do so, but there can be no assurance that these or other measures will be fully effective.

____________________
(a)
Gasoline prices quoted represent the price of U.S. Gulf Coast conventional blendstock of oxygenate blending gasoline.
(b)
Diesel prices quoted represent the price of U.S. Gulf Coast ultra-low sulfur diesel.
(c)
See the components of our liquidity as of June 30, 2020 in the table on page 65 under “LIQUIDITY AND CAPITAL RESOURCES—Overview.”



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Second Quarter Results
For the second quarter of 2020, we reported net income attributable to Valero stockholders of $1.3 billion compared to $612 million for the second quarter of 2019, which represents an increase of $641 million. The increase was primarily due to higher operating income of $881 million, partially offset by a $179 million increase in income taxes. The increase in operating income included a $2.2 billion reversal in the LCM inventory valuation adjustment as described in Note 4 of Condensed Notes to Consolidated Financial Statements and in note (b) on page 56.

While our operating income increased by $881 million in the second quarter of 2020 compared to the second quarter of 2019, adjusted operating income decreased by $1.4 billion. Adjusted operating income excludes the LCM inventory valuation adjustment and other adjustments reflected in the table in note (d) on page 57.

The $1.4 billion decrease in adjusted operating income was primarily due to the following:

Refining segment. Refining segment adjusted operating income decreased by $1.4 billion primarily due to decreases in gasoline and distillate margins and lower throughput volumes, partially offset by stronger discounts on crude oils. This is more fully described on pages 49 and 50.

Renewable diesel segment. Renewable diesel segment adjusted operating income decreased by $16 million primarily due to lower renewable diesel prices and higher feedstock costs, partially offset by a favorable impact from commodity derivative instruments associated with our price risk management activities. This is more fully described on page 51.

Ethanol segment. Ethanol segment adjusted operating income decreased by $28 million primarily due to lower ethanol prices and production volumes, partially offset by lower corn prices. This is more fully described on pages 52 and 53.

First Six Months Results
For the first six months of 2020, we reported a net loss attributable to Valero stockholders of $598 million compared to net income attributable to Valero stockholders of $753 million for the first six months of 2019, which represents a decrease of $1.4 billion. The decrease was primarily due to lower operating income of $1.7 billion, partially offset by a $488 million decrease in income taxes.

While our operating income decreased by $1.7 billion in the first six months of 2020 compared to the first six months of 2019, adjusted operating income decreased by $1.6 billion. Adjusted operating income excludes the adjustments reflected in the table in note (d) on page 57.

The $1.6 billion decrease in adjusted operating income was primarily due to the following:

Refining segment. Refining segment adjusted operating income decreased by $1.6 billion primarily due to decreases in gasoline and distillate margins and lower throughput volumes, partially offset by higher margins on other products. This is more fully described on pages 62 and 63.

Renewable diesel segment. Renewable diesel segment adjusted operating income increased by $61 million primarily due to a favorable impact from commodity derivative instruments associated with our price risk management activities and higher renewable diesel sales volumes, partially offset by lower renewable diesel prices. This is more fully described on pages 63 and 64.



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Ethanol segment. Ethanol segment adjusted operating income decreased by $100 million primarily due to lower ethanol prices and production volumes. This is more fully described on pages 64 and 65.

Outlook
As previously discussed, many uncertainties remain with respect to COVID-19 and the global oil markets, and it is difficult to predict the ultimate economic impacts on us. However, we expect that the adverse impacts will likely continue during the third quarter of 2020, but with the anticipated improvements as noted below.

Gasoline, jet fuel, and diesel prices are expected to improve as a result of an expected draw in excess product inventories toward historical levels and a balancing of recovering demand and stabilizing refinery utilization.

Sour crude oil discounts are expected to improve with the anticipated easing of OPEC production cuts.

Renewable diesel prices and resulting product margins are expected to improve due to anticipated higher diesel prices.

Ethanol prices and resulting product margins are expected to improve due to an expected increase in ethanol demand as domestic gasoline consumption improves toward historical levels.


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RESULTS OF OPERATIONS

The following tables, including the reconciliations of non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures in note (d) beginning on page 57, highlight our results of operations, our operating performance, and market reference prices and margins that directly impact our operations.

Second Quarter Results -
Financial Highlights By Segment and Total Company
(millions of dollars)
 
Three Months Ended June 30, 2020
 
Refining
 
Renewable
Diesel
 
Ethanol
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
9,615

 
$
239

 
$
543

 
$

 
$
10,397

Intersegment revenues
2

 
57

 
38

 
(97
)
 

Total revenues
9,617

 
296

 
581

 
(97
)
 
10,397

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other (a)
8,539

 
135

 
501

 
(96
)
 
9,079

LCM inventory valuation adjustment (b)
(2,137
)
 

 
(111
)
 

 
(2,248
)
Operating expenses (excluding depreciation and
amortization expense reflected below)
928

 
20

 
79

 

 
1,027

Depreciation and amortization expense
533

 
12

 
21

 

 
566

Total cost of sales
7,863

 
167

 
490

 
(96
)
 
8,424

Other operating expenses
3

 

 

 

 
3

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

 

 

 
169

 
169

Depreciation and amortization expense

 

 

 
12

 
12

Operating income by segment
$
1,751

 
$
129

 
$
91

 
$
(182
)
 
1,789

Other income, net
 
 
 
 
 
 
 
 
27

Interest and debt expense, net of capitalized
interest
 
 
 
 
 
 
 
 
(142
)
Income before income tax expense
 
 
 
 
 
 
 
 
1,674

Income tax expense
 
 
 
 
 
 
 
 
339

Net income
 
 
 
 
 
 
 
 
1,335

Less: Net income attributable to noncontrolling
interests (a)
 
 
 
 
 
 
 
 
82

Net income attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
1,253

___________________
See note references on pages 56 through 60.


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Second Quarter Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)
 
Three Months Ended June 30, 2019
 
Refining
 
Renewable
Diesel
 
Ethanol
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
27,746

 
$
222

 
$
964

 
$
1

 
$
28,933

Intersegment revenues
8

 
73

 
53

 
(134
)
 

Total revenues
27,754

 
295

 
1,017

 
(133
)
 
28,933

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
25,172

 
189

 
855

 
(133
)
 
26,083

Operating expenses (excluding depreciation and
amortization expense reflected below)
1,026

 
17

 
132

 

 
1,175

Depreciation and amortization expense
518

 
12

 
22

 

 
552

Total cost of sales
26,716

 
218

 
1,009

 
(133
)
 
27,810

Other operating expenses
1

 

 
1

 

 
2

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

 

 

 
199

 
199

Depreciation and amortization expense

 

 

 
14

 
14

Operating income by segment
$
1,037

 
$
77

 
$
7

 
$
(213
)
 
908

Other income, net (c)
 
 
 
 
 
 
 
 
12

Interest and debt expense, net of capitalized
interest
 
 
 
 
 
 
 
 
(112
)
Income before income tax expense
 
 
 
 
 
 
 
 
808

Income tax expense
 
 
 
 
 
 
 
 
160

Net income
 
 
 
 
 
 
 
 
648

Less: Net income attributable to noncontrolling
interests
 
 
 
 
 
 
 
 
36

Net income attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
612

___________________
See note references on pages 56 through 60.


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Second Quarter Results -
Average Market Reference Prices and Differentials
 
Three Months Ended June 30,
 
2020
 
2019
 
Change
Refining
 
 
 
 
 
Feedstocks (dollars per barrel)
 
 
 
 
 
Brent crude oil
$
33.22

 
$
68.33

 
$
(35.11
)
Brent less West Texas Intermediate (WTI) crude oil
5.42

 
8.53

 
(3.11
)
Brent less Alaska North Slope (ANS) crude oil
2.85

 
0.15

 
2.70

Brent less Louisiana Light Sweet (LLS) crude oil
2.95

 
1.30

 
1.65

Brent less Argus Sour Crude Index (ASCI) crude oil
4.14

 
3.44

 
0.70

Brent less Maya crude oil
9.05

 
6.23

 
2.82

LLS crude oil
30.27

 
67.03

 
(36.76
)
LLS less ASCI crude oil
1.19

 
2.14

 
(0.95
)
LLS less Maya crude oil
6.10

 
4.93

 
1.17

WTI crude oil
27.80

 
59.80

 
(32.00
)
 
 
 
 
 
 
Natural gas (dollars per million British Thermal Units
(MMBtu))
1.65

 
2.46

 
(0.81
)
 
 
 
 
 
 
Product margins (dollars per barrel)
 
 
 
 
 
U.S. Gulf Coast:
 
 
 
 
 
Conventional Blendstock of Oxygenate Blending
(CBOB) gasoline less Brent
0.51

 
6.72

 
(6.21
)
Ultra-low-sulfur (ULS) diesel less Brent
4.89

 
12.88

 
(7.99
)
Propylene less Brent
(12.71
)
 
(24.70
)
 
11.99

CBOB gasoline less LLS
3.46

 
8.02

 
(4.56
)
ULS diesel less LLS
7.84

 
14.18

 
(6.34
)
Propylene less LLS
(9.76
)
 
(23.40
)
 
13.64

U.S. Mid-Continent:
 
 
 
 
 
CBOB gasoline less WTI
6.19

 
18.76

 
(12.57
)
ULS diesel less WTI
11.38

 
22.51

 
(11.13
)
North Atlantic:
 
 
 
 
 
CBOB gasoline less Brent
3.03

 
10.11

 
(7.08
)
ULS diesel less Brent
6.94

 
14.76

 
(7.82
)
U.S. West Coast:
 
 
 
 
 
California Reformulated Gasoline Blendstock of
Oxygenate Blending (CARBOB) 87 gasoline less ANS
9.43

 
23.24

 
(13.81
)
California Air Resources Board (CARB) diesel less ANS
10.36

 
21.10

 
(10.74
)
CARBOB 87 gasoline less WTI
12.00

 
31.62

 
(19.62
)
CARB diesel less WTI
12.93

 
29.48

 
(16.55
)


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Second Quarter Results -
Average Market Reference Prices and Differentials, (continued)
 
Three Months Ended June 30,
 
2020
 
2019
 
Change
Renewable diesel
 
 
 
 
 
New York Mercantile Exchange ULS diesel
(dollars per gallon)
$
0.97

 
$
1.98

 
$
(1.01
)
Biodiesel RIN (dollars per RIN)
0.54

 
0.38

 
0.16

California Low-Carbon Fuel Standard (dollars per metric ton)
201.01

 
188.77

 
12.24

Chicago Board of Trade (CBOT) soybean oil
(dollars per pound)
0.27

 
0.28

 
(0.01
)
 
 
 
 
 
 
Ethanol
 
 
 
 
 
CBOT corn (dollars per bushel)
3.23

 
3.91

 
(0.68
)
New York Harbor ethanol (dollars per gallon)
1.17

 
1.54

 
(0.37
)

Total Company, Corporate, and Other
The following table includes selected financial data for the total company, corporate, and other for the second quarter of 2020 and the second quarter of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 45 and 46, unless otherwise noted.
 
Three Months Ended June 30,
 
2020
 
2019
 
Change
Revenues
$
10,397

 
$
28,933

 
$
(18,536
)
Cost of sales (see note (a) on page 56)
8,424

 
27,810

 
(19,386
)
LCM inventory valuation adjustment (see note (b) on page 56)
(2,248
)
 

 
(2,248
)
Operating expenses (excluding depreciation and
amortization expense)
1,027

 
1,175

 
(148
)
General and administrative expenses (excluding depreciation
and amortization expense)
169

 
199

 
(30
)
Operating income
1,789

 
908

 
881

Adjusted operating income (loss) (see note (d) on page 57)
(456
)
 
982

 
(1,438
)
Income tax expense
339

 
160

 
179

Net income attributable to noncontrolling interests
82

 
36

 
46


Revenues decreased by $18.5 billion in the second quarter of 2020 compared to the second quarter of 2019 primarily due to decreases in refined petroleum product prices associated with sales made by our refining segment. The decrease in revenues was more than offset by a decrease in cost of sales of $19.4 billion primarily due to decreases in crude oil and other feedstock costs and the $2.2 billion reversal in the LCM inventory valuation adjustment, which resulted in an $881 million increase in operating income, from $908 million in the second quarter of 2019 to $1.8 billion in the second quarter of 2020.

Adjusted operating income decreased by $1.4 billion, from $982 million of operating income in the second quarter of 2019 to an operating loss of $456 million in the second quarter of 2020. The $1.4 billion decrease includes a $30 million decrease in general and administrative expenses (excluding depreciation and


48


Table of Contents

amortization expense) associated with our corporate activities, and this decrease is discussed below. The remaining components of the decrease in adjusted operating income are discussed by segment in the segment analysis that follows.

General and administrative expenses (excluding depreciation and amortization expense) decreased by $30 million in the second quarter of 2020 compared to the second quarter of 2019 primarily due to lower advertising expenses of $16 million and a decrease in taxes other than income taxes of $14 million.

Income tax expense increased by $179 million in the second quarter of 2020 compared to the second quarter of 2019 primarily as a result of higher income before income tax expense. The increase in income tax expense was partially offset by an income tax benefit in the second quarter of 2020 of $7 million associated with the carryback of an expected tax NOL from our current tax year to our 2015 tax year, in which we paid federal income tax at a 35 percent tax rate, as allowed by the CARES Act. See Note 10 in Condensed Notes to Consolidated Financial Statements for additional details. Our effective tax rate was 20 percent for the second quarter of 2020 and the second quarter of 2019.

Net income attributable to noncontrolling interests increased by $46 million in the second quarter of 2020 compared to the second quarter of 2019 primarily due to higher earnings associated with DGD.

Refining Segment Results
The following table includes selected financial and operating data of our refining segment for the second quarter of 2020 and the second quarter of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 45 and 46, respectively, unless otherwise noted.
 
Three Months Ended June 30,
 
2020
 
2019
 
Change
Operating income
$
1,751

 
$
1,037

 
$
714

Adjusted operating income (loss) (see note (d) on page 58)
(383
)
 
1,042

 
(1,425
)
 
 
 
 
 
 
Refining margin (see note (d) on page 59)
$
1,078

 
$
2,586

 
$
(1,508
)
Operating expenses (excluding depreciation and amortization
expense reflected below)
928

 
1,026

 
(98
)
Depreciation and amortization expense
533

 
518

 
15

 
 
 
 
 
 
Throughput volumes (thousand barrels per day) (see note (e)
on page 60)
2,321

 
2,968

 
(647
)

Refining segment operating income increased by $714 million in the second quarter of 2020; however, refining segment adjusted operating income, which excludes the adjustments in the table in note (d) on page 58, decreased by $1.4 billion in the second quarter of 2020 compared to the second quarter of 2019. The components of the decrease, along with the reasons for the changes in those components, are outlined below.

Refining segment margin decreased by $1.5 billion in the second quarter of 2020 compared to the second quarter of 2019.

Refining segment margin is primarily affected by the prices of the refined petroleum products that we sell and the cost of crude oil and other feedstocks (primarily residual fuel oil and vacuum gas


49


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oil) that we process. The market prices for refined petroleum products generally track the price of benchmark crude oils, such as Brent, WTI, and ANS; therefore, our refining segment margin is affected by our ability to purchase and process crude oils and other feedstocks that are priced at a discount to the benchmark crude oils. While we benefit when we process these types of crude oils and other feedstocks, that benefit will vary as the discount increases or decreases. Increases in these discounts have a favorable impact on our refining segment margin as it lowers our cost of materials; whereas lower discounts result in higher cost of materials, which has a negative impact on our refining segment margin. The table on page 47 reflects market reference prices and differentials that we believe had a material impact on the change in our refining segment margin in the second quarter of 2020 compared to the second quarter of 2019.

The decrease in refining segment margin was primarily due to the following:

A decrease in gasoline margins had an unfavorable impact of approximately $826 million.

A decrease in distillate (primarily diesel) margins had an unfavorable impact of approximately $723 million.

A decrease in throughput volumes of 647,000 barrels per day had an unfavorable impact of approximately $564 million. As noted in “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” on pages 40 through 42, we reduced the amount of crude oil processed at our refineries and limited the production of gasoline and jet fuel at certain of our refineries late in the first quarter of 2020 and into the beginning of the second quarter of 2020. However, demand for most of our products partially recovered during the latter part of the second quarter of 2020 and, as a result, we have increased the production of most of our products and restarted the gasoline-making units that had been temporarily idled at certain of our refineries.

Higher discounts on crude oils had a favorable impact of approximately $435 million.

Higher discounts on other feedstocks had a favorable impact of approximately $177 million.

Refining segment operating expenses (excluding depreciation and amortization expense) decreased by $98 million primarily due to lower natural gas and electricity costs of $50 million, lower chemical and catalyst costs of $22 million, and lower maintenance expenses of $17 million.

Refining segment depreciation and amortization expense associated with our cost of sales increased by $15 million primarily due to an increase in depreciation expense associated with capital projects that were completed and finance leases that commenced in the latter half of 2019 and the first half of 2020.



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Table of Contents

Renewable Diesel Segment Results
The following table includes selected financial and operating data of our renewable diesel segment for the second quarter of 2020 and the second quarter of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 45 and 46, respectively, unless otherwise noted.
 
Three Months Ended June 30,
 
2020
 
2019
 
Change
Operating income
$
129

 
$
77

 
$
52

Adjusted operating income (see note (d) on page 58)
129

 
145

 
(16
)
 
 
 
 
 
 
Renewable diesel margin (see note (d) on page 60)
$
161

 
$
174

 
$
(13
)
Operating expenses (excluding depreciation and amortization
expense reflected below)
20

 
17

 
3

Depreciation and amortization expense
12

 
12

 

 
 
 
 
 
 
Sales volumes (thousand gallons per day) (see note (e)
on page 60)
795

 
769

 
26


Renewable diesel segment operating income increased by $52 million in the second quarter of 2020; however, renewable diesel segment adjusted operating income, which excludes the adjustment in the table in note (d) on page 58, decreased by $16 million in the second quarter of 2020 compared to the second quarter of 2019. The decrease was primarily due to lower renewable diesel segment margin.
Renewable diesel segment margin decreased by $13 million in the second quarter of 2020 compared to the second quarter of 2019. Renewable diesel segment margin is primarily affected by the price of the renewable diesel that we sell and the cost of the feedstocks that we process. The table on page 48 reflects market reference prices that we believe had a material impact on the change in our renewable diesel segment margin in the second quarter of 2020 compared to the second quarter of 2019.

The decrease in renewable diesel segment margin was primarily due to the following:

Lower renewable diesel prices had an unfavorable impact of approximately $24 million.

An increase in the cost of the feedstocks we process had an unfavorable impact of approximately $14 million.

Price risk management activities had a favorable impact of $20 million. We recognized a hedge gain of $19 million in the second quarter of 2020 compared to a hedge loss of $1 million in the second quarter of 2019.



51


Table of Contents

Ethanol Segment Results
The following table includes selected financial and operating data of our ethanol segment for the second quarter of 2020 and the second quarter of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 45 and 46, respectively, unless otherwise noted.
 
Three Months Ended June 30,
 
2020
 
2019
 
Change
Operating income
$
91

 
$
7

 
$
84

Adjusted operating income (loss) (see note (d) on page 59)
(20
)
 
8

 
(28
)
 
 
 
 
 
 
Ethanol margin (see note (d) on page 60)
$
80

 
$
162

 
$
(82
)
Operating expenses (excluding depreciation and amortization
expense reflected below)
79

 
132

 
(53
)
Depreciation and amortization expense
21

 
22

 
(1
)
 
 
 
 
 
 
Production volumes (thousand gallons per day) (see note (e)
on page 60)
2,316

 
4,533

 
(2,217
)

Ethanol segment operating income increased by $84 million in the second quarter of 2020; however, ethanol segment adjusted operating income, which excludes the adjustments in the table in note (d) on page 59, decreased by $28 million in the second quarter of 2020 compared to the second quarter of 2019. The components of the decrease, along with the reasons for the changes in those components, are outlined below.

Ethanol segment margin decreased by $82 million in the second quarter of 2020 compared to the second quarter of 2019.
Ethanol segment margin is primarily affected by prices of the ethanol and corn related co-products that we sell and the cost of corn that we process. The table on page 48 reflects market reference prices that we believe had a material impact on the change in our ethanol segment margin in the second quarter of 2020 compared to the second quarter of 2019.

The decrease in ethanol segment margin was primarily due to the following:

Lower ethanol prices had an unfavorable impact of approximately $98 million.

A decrease in production volumes of 2.2 million gallons per day had an unfavorable impact of approximately $80 million. As noted in “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” on pages 40 through 42, as a result of the economic disruption from COVID-19, eight of our ethanol plants were temporarily idled and production was reduced at our remaining six ethanol plants late in the first quarter of 2020 and into the beginning of the second quarter of 2020. However, demand for ethanol began to recover during the latter part of the second quarter of 2020 and, as a result, we have increased production and restarted four of the plants that had been temporarily idled.

Lower corn prices had a favorable impact of approximately $87 million.



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Ethanol segment operating expenses (excluding depreciation and amortization expense) decreased by $53 million primarily due to lower energy costs of $23 million, lower chemical and catalyst costs of $17 million, and lower maintenance expenses of $8 million.

First Six Months Results -
Financial Highlights By Segment and Total Company
(millions of dollars)
 
Six Months Ended June 30, 2020
 
Refining
 
Renewable
Diesel
 
Ethanol
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
30,600

 
$
545

 
$
1,354

 
$

 
$
32,499

Intersegment revenues
4

 
110

 
102

 
(216
)
 

Total revenues
30,604

 
655

 
1,456

 
(216
)
 
32,499

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other (a)
27,666

 
265

 
1,314

 
(214
)
 
29,031

LCM inventory valuation adjustment (b)
277

 

 
17

 

 
294

Operating expenses (excluding depreciation and
amortization expense reflected below)
1,923

 
40

 
188

 

 
2,151

Depreciation and amortization expense
1,069

 
23

 
43

 

 
1,135

Total cost of sales
30,935

 
328

 
1,562

 
(214
)
 
32,611

Other operating expenses
5

 

 

 

 
5

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

 

 

 
346

 
346

Depreciation and amortization expense

 

 

 
25

 
25

Operating income (loss) by segment
$
(336
)
 
$
327

 
$
(106
)
 
$
(373
)
 
(488
)
Other income, net
 
 
 
 
 
 
 
 
59

Interest and debt expense, net of capitalized
interest
 
 
 
 
 
 
 
 
(267
)
Loss before income tax benefit
 
 
 
 
 
 
 
 
(696
)
Income tax benefit
 
 
 
 
 
 
 
 
(277
)
Net loss
 
 
 
 
 
 
 
 
(419
)
Less: Net income attributable to noncontrolling
interests (a)
 
 
 
 
 
 
 
 
179

Net loss attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
(598
)
___________________
See note references on pages 56 through 60.


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Table of Contents

First Six Months Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)
 
Six Months Ended June 30, 2019
 
Refining
 
Renewable
Diesel
 
Ethanol
 
Corporate
and
Eliminations
 
Total
Revenues:
 
 
 
 
 
 
 
 
 
Revenues from external customers
$
50,964

 
$
474

 
$
1,757

 
$
1

 
$
53,196

Intersegment revenues
10

 
124

 
105

 
(239
)
 

Total revenues
50,974

 
598

 
1,862

 
(238
)
 
53,196

Cost of sales:
 
 
 
 
 
 
 
 
 
Cost of materials and other
46,337

 
413

 
1,549

 
(238
)
 
48,061

Operating expenses (excluding depreciation and
amortization expense reflected below)
2,097

 
36

 
257

 

 
2,390

Depreciation and amortization expense
1,021

 
23

 
45

 

 
1,089

Total cost of sales
49,455


472

 
1,851

 
(238
)
 
51,540

Other operating expenses
3

 

 
1

 

 
4

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

 

 

 
408

 
408

Depreciation and amortization expense

 

 

 
28

 
28

Operating income by segment
$
1,516

 
$
126

 
$
10

 
$
(436
)
 
1,216

Other income, net (c)
 
 
 
 
 
 
 
 
34

Interest and debt expense, net of capitalized
interest
 
 
 
 
 
 
 
 
(224
)
Income before income tax expense
 
 
 
 
 
 
 
 
1,026

Income tax expense
 
 
 
 
 
 
 
 
211

Net income
 
 
 
 
 
 
 
 
815

Less: Net income attributable to noncontrolling
interests
 
 
 
 
 
 
 
 
62

Net income attributable to
Valero Energy Corporation stockholders
 
 
 
 
 
 
 
 
$
753

___________________
See note references on pages 56 through 60.




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Table of Contents

First Six Months Results -
Average Market Reference Prices and Differentials
 
Six Months Ended June 30,
 
2020
 
2019
 
Change
Refining
 
 
 
 
 
Feedstocks (dollars per barrel)
 
 
 
 
 
Brent crude oil
$
42.06

 
$
66.08

 
$
(24.02
)
Brent less WTI crude oil
5.17

 
8.73

 
(3.56
)
Brent less ANS crude oil
1.18

 
(0.27
)
 
1.45

Brent less LLS crude oil
2.85

 
1.38

 
1.47

Brent less ASCI crude oil
4.58

 
3.17

 
1.41

Brent less Maya crude oil
9.40

 
5.64

 
3.76

LLS crude oil
39.21

 
64.70

 
(25.49
)
LLS less ASCI crude oil
1.73

 
1.79

 
(0.06
)
LLS less Maya crude oil
6.55

 
4.26

 
2.29

WTI crude oil
36.89

 
57.35

 
(20.46
)
 
 
 
 
 


Natural gas (dollars per MMBtu)
1.74

 
2.66

 
(0.92
)
 
 
 
 
 


Product margins (dollars per barrel)
 
 
 
 


U.S. Gulf Coast:
 
 
 
 


CBOB gasoline less Brent
1.44

 
3.44

 
(2.00
)
ULS diesel less Brent
8.08

 
13.94

 
(5.86
)
Propylene less Brent
(16.88
)
 
(22.67
)
 
5.79

CBOB gasoline less LLS
4.29

 
4.82

 
(0.53
)
ULS diesel less LLS
10.93

 
15.32

 
(4.39
)
Propylene less LLS
(14.03
)
 
(21.29
)
 
7.26

U.S. Mid-Continent:
 
 
 
 


CBOB gasoline less WTI
6.94

 
14.23

 
(7.29
)
ULS diesel less WTI
14.35

 
23.70

 
(9.35
)
North Atlantic:
 
 
 
 


CBOB gasoline less Brent
3.66

 
5.68

 
(2.02
)
ULS diesel less Brent
10.62

 
16.10

 
(5.48
)
U.S. West Coast:
 
 
 
 


CARBOB 87 gasoline less ANS
8.63

 
15.49

 
(6.86
)
CARB diesel less ANS
13.79

 
18.65

 
(4.86
)
CARBOB 87 gasoline less WTI
12.62

 
24.49

 
(11.87
)
CARB diesel less WTI
17.78

 
27.65

 
(9.87
)



55


Table of Contents

First Six Months Results -
Average Market Reference Prices and Differentials, (continued)
 
Six Months Ended June 30,
 
2020
 
2019
 
Change
Renewable diesel
 
 
 
 
 
New York Mercantile Exchange ULS diesel
(dollars per gallon)
$
1.26

 
$
1.96

 
$
(0.70
)
Biodiesel RIN (dollars per RIN)
0.50

 
0.44

 
0.06

California Low-Carbon Fuel Standard (dollars per metric ton)
203.52

 
191.49

 
12.03

CBOT soybean oil (dollars per pound)
0.29

 
0.29

 

 
 
 
 
 
 
Ethanol
 
 
 
 
 
CBOT corn (dollars per bushel)
3.49

 
3.82

 
(0.33
)
NYH ethanol (dollars per gallon)
1.25

 
1.49

 
(0.24
)

The following notes relate to references on pages 45 through 54 and 61 through 65.

(a)
Cost of materials and other for the three and six months ended June 30, 2020 includes a benefit of $76 million and $155 million, respectively, related to the blender’s tax credit attributable to volumes blended during those periods. The legislation authorizing the credit through December 31, 2022 was passed and signed into law in December 2019, and that legislation also applied retroactively to volumes blended during 2019 (2019 blender’s tax credit). The entire 2019 blender’s tax credit was recognized by us in December 2019 because the law was enacted in that month, but the benefit attributable to volumes blended during the three and six months ended June 30, 2019 was $72 million and $149 million, respectively.

The above mentioned pre-tax benefits are attributable to our reportable segments and stockholders as follows:

 
Periods to which Blenders Tax Credit is Attributable
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reportable segments to which blenders
tax credit is attributable
 
 
 
 
 
 
 
Refining
$
4

 
$
4

 
$
4

 
$
9

Renewable diesel
72

 
68

 
151

 
140

Total
$
76

 
$
72

 
$
155

 
$
149

 
 
 
 
 
 
 
 
Interests to which blenders tax credit is
attributable
 
 
 
 
 
 
 
Valero Energy Corporation stockholders
$
40

 
$
38

 
$
79

 
$
79

Noncontrolling interest
36

 
34

 
76

 
70

Total
$
76

 
$
72

 
$
155

 
$
149


(b)
The market value of our inventories accounted for under the last-in, first-out (LIFO) method fell below their historical cost on an aggregate basis as of March 31, 2020. As a result, we recorded an LCM inventory valuation adjustment of $2.5 billion in March 2020. The market value of our LIFO inventories improved as of June 30, 2020 due to an increase in market prices, which resulted in a reversal of $2.2 billion of the $2.5 billion LCM adjustment


56


Table of Contents

recorded in the three months ended March 31, 2020. Consequently, our results of operations for the six months ended June 30, 2020 reflect a net LCM inventory valuation adjustment of $294 million.

Of the $2.2 billion benefit recognized in the three months ended June 30, 2020, $2.1 billion and $111 million is attributable to our refining and ethanol segments, respectively. Of the $294 million adjustment recognized in the six months ended June 30, 2020, $277 million and $17 million is attributable to our refining and ethanol segments, respectively.

(c)
“Other income, net” for the three and six months ended June 30, 2019 includes a $22 million charge from the early redemption of $850 million of our 6.125 percent Senior Notes due February 1, 2020.

(d)
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 operating income (loss) is defined as total company operating income (loss) adjusted to reflect the 2019 blender’s tax credit in the proper period, and excluding the LCM inventory valuation adjustment and other operating expenses, as reflected in the table below. We believe adjusted operating income (loss) is an important measure of our operating and financial performance because it excludes items that are not indicative of our core operating performance.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reconciliation of total company operating income
to adjusted operating income (loss)
 
 
 
 
 
 
 
Total company operating income (loss)
$
1,789

 
$
908

 
$
(488
)
 
$
1,216

Adjustments:
 
 
 
 
 
 
 
2019 blender’s tax credit (see note (a))

 
72

 

 
149

LCM inventory valuation adjustment (see note (b))
(2,248
)
 

 
294

 

Other operating expenses
3

 
2

 
5

 
4

Adjusted operating income (loss)
$
(456
)

$
982

 
$
(189
)
 
$
1,369



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Table of Contents

Adjusted refining operating income (loss) is defined as refining segment operating income (loss) adjusted to reflect the 2019 blender’s tax credit in the proper period, and excluding the LCM inventory valuation adjustment and other operating expenses, as reflected in the table below. We believe adjusted refining operating income (loss) is an important measure of our refining segment’s operating and financial performance because it excludes items that are not indicative of that segment’s core operating performance.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reconciliation of refining operating income (loss)
to adjusted refining operating income (loss)
 
 
 
 
 
 
 
Refining operating income (loss)
$
1,751

 
$
1,037

 
$
(336
)
 
$
1,516

Adjustments:
 
 
 
 
 
 
 
2019 blender’s tax credit (see note (a))

 
4

 

 
9

LCM inventory valuation adjustment (see note (b))
(2,137
)
 

 
277

 

Other operating expenses
3

 
1

 
5

 
3

Adjusted refining operating income (loss)
$
(383
)
 
$
1,042

 
$
(54
)
 
$
1,528


Adjusted renewable diesel operating income is defined as renewable diesel segment operating income adjusted to reflect the 2019 blender’s tax credit in the proper period, as reflected in the table below. We believe adjusted renewable diesel operating income is an important measure of our renewable diesel segment’s operating and financial performance because it excludes items that are not indicative of that segment’s core operating performance.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reconciliation of renewable diesel operating income
to adjusted renewable diesel operating income
 
 
 
 
 
 
 
Renewable diesel operating income
$
129

 
$
77

 
$
327

 
$
126

Adjustment:
 
 
 
 
 
 
 
2019 blender’s tax credit (see note (a))

 
68

 

 
140

Adjusted renewable diesel operating income
$
129

 
$
145

 
$
327

 
$
266




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Table of Contents

Adjusted ethanol operating income (loss) is defined as ethanol segment operating income (loss) adjusted to exclude the LCM inventory valuation adjustment and other operating expenses, as reflected in the table below.We believe adjusted ethanol operating income (loss) is an important measure of our ethanol segment’s operating and financial performance because it excludes items that are not indicative of that segment’s core operating performance.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reconciliation of ethanol operating income (loss)
to adjusted ethanol operating income (loss)
 
 
 
 
 
 
 
Ethanol operating income (loss)
$
91

 
$
7

 
$
(106
)
 
$
10

Adjustments:
 
 
 
 
 
 
 
LCM inventory valuation adjustment (see note (b))
(111
)
 

 
17

 

Other operating expenses

 
1

 

 
1

Adjusted ethanol operating income (loss)
$
(20
)
 
$
8

 
$
(89
)
 
$
11


Refining margin is defined as refining operating income (loss) adjusted to reflect the 2019 blender’s tax credit in the proper period, and excluding the LCM inventory valuation adjustment, operating expenses (excluding depreciation and amortization expense), depreciation and amortization expense, and other operating expenses, as reflected in the table below. We believe refining margin is an important measure of our refining segment’s operating and financial performance as it is the most comparable measure to the industry’s market reference product margins, which are used by industry analysts, investors, and others to evaluate our performance.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reconciliation of refining operating income (loss)
to refining margin
 
 
 
 
 
 
 
Refining operating income (loss)
$
1,751

 
$
1,037

 
$
(336
)
 
$
1,516

Adjustments:
 
 
 
 
 
 
 
2019 blender’s tax credit (see note (a))

 
4

 

 
9

LCM inventory valuation adjustment (see note (b))
(2,137
)
 

 
277

 

Operating expenses (excluding depreciation and
amortization expense)
928

 
1,026

 
1,923

 
2,097

Depreciation and amortization expense
533

 
518

 
1,069

 
1,021

Other operating expenses
3

 
1

 
5

 
3

Refining margin
$
1,078

 
$
2,586

 
$
2,938

 
$
4,646




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Renewable diesel margin is defined as renewable diesel operating income adjusted to reflect the 2019 blender’s tax credit in the proper period, and excluding operating expenses (excluding depreciation and amortization expense) and depreciation and amortization expense, as reflected in the table below. We believe renewable diesel margin is an important measure of our renewable diesel segment’s operating and financial performance as it is the most comparable measure to the industry’s market reference product margins, which are used by industry analysts, investors, and others to evaluate our performance.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reconciliation of renewable diesel operating income
to renewable diesel margin
 
 
 
 
 
 
 
Renewable diesel operating income
$
129

 
$
77

 
$
327

 
$
126

Adjustments:
 
 
 
 
 
 
 
2019 blender’s tax credit (see note (a))

 
68

 

 
140

Operating expenses (excluding depreciation and
amortization expense)
20

 
17

 
40

 
36

Depreciation and amortization expense
12

 
12

 
23

 
23

Renewable diesel margin
$
161

 
$
174

 
$
390

 
$
325


Ethanol margin is defined as ethanol operating income (loss) excluding the LCM inventory valuation adjustment, operating expenses (excluding depreciation and amortization expense), depreciation and amortization expense, and other operating expenses, as reflected in the table below. We believe ethanol margin is an important measure of our ethanol segment’s operating and financial performance as it is the most comparable measure to the industry’s market reference product margins, which are used by industry analysts, investors, and others to evaluate our performance.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Reconciliation of ethanol operating income (loss)
to ethanol margin
 
 
 
 
 
 
 
Ethanol operating income (loss)
$
91

 
$
7

 
$
(106
)
 
$
10

Adjustments:
 
 
 
 
 
 
 
LCM inventory valuation adjustment (see note (b))
(111
)
 

 
17

 

Operating expenses (excluding depreciation and
amortization expense)
79

 
132

 
188

 
257

Depreciation and amortization expense
21

 
22

 
43

 
45

Other operating expenses

 
1

 

 
1

Ethanol margin
$
80

 
$
162

 
$
142

 
$
313


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



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Total Company, Corporate, and Other
The following table includes selected financial data for the total company, corporate, and other for the first six months of 2020 and the first six months of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 53 and 54, unless otherwise noted.
 
Six Months Ended June 30,
 
2020
 
2019
 
Change
Revenues
$
32,499

 
$
53,196

 
$
(20,697
)
Cost of materials and other (see note (a) on page 56)
29,031

 
48,061

 
(19,030
)
LCM inventory valuation adjustment (see note (b) on page 56)
294

 

 
294

Operating expenses (excluding depreciation and
amortization expense)
2,151

 
2,390

 
(239
)
General and administrative expenses (excluding depreciation
and amortization expense)
346

 
408

 
(62
)
Operating income (loss)
(488
)
 
1,216

 
(1,704
)
Adjusted operating income (loss) (see note (d) on page 57)
(189
)
 
1,369

 
(1,558
)
Income tax expense (benefit)
(277
)
 
211

 
(488
)
Net income attributable to noncontrolling interests
179

 
62

 
117


Revenues decreased by $20.7 billion in the first six months of 2020 compared to the first six months of 2019 primarily due to decreases in refined petroleum product prices associated with sales made by our refining segment. The decrease in revenues, along with the $294 million LCM inventory valuation adjustment in the first six months of 2020, was partially offset by a decrease in cost of materials and other of $19.0 billion primarily due to decreases in crude oil and other feedstock costs, lower operating expenses (excluding depreciation and amortization expense) of $239 million, and a decrease in general and administrative expenses (excluding depreciation and amortization expense) of $62 million, which resulted in a $1.7 billion decrease in operating income, from $1.2 billion of operating income in the first six months of 2019 to an operating loss of $488 million in the first six months of 2020.
Adjusted operating income decreased by $1.6 billion, from $1.4 billion of operating income in the first six months of 2019 to an operating loss of $189 million in the first six months of 2020. The $1.6 billion decrease includes the $62 million decrease in general and administrative expenses (excluding depreciation and amortization expense) associated with our corporate activities, and this decrease is discussed below. The remaining components of the decrease in adjusted operating income are discussed by segment in the segment analysis that follows.

General and administrative expenses (excluding depreciation and amortization expense) decreased by $62 million in the first six months of 2020 compared to the first six months of 2019 primarily due to lower advertising expenses of $22 million, a decrease in taxes other than income taxes of $16 million, and the effect of expenses incurred in first six months of 2019 associated with the Merger Transaction with VLP of $7 million and environmental reserve adjustments related to certain non-operating sites of $6 million.

Income tax expense decreased $488 million in the first six months of 2020 compared to the first six months of 2019 primarily as a result of lower income before income tax expense. In addition, the decrease in income tax expense was impacted by an income tax benefit in the first six months of 2020 of $117 million associated with the carryback of an expected tax NOL. Excluding the $117 million benefit attributable to the expected tax carryback NOL, our effective tax rate was 23 percent for the first six months of 2020, which is consistent with the 21 percent effective tax rate for the first six months of 2019.


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Net income attributable to noncontrolling interests increased by $117 million in the first six months of 2020 compared to the first six months of 2019 primarily due to higher earnings associated with DGD.

Refining Segment Results
The following table includes selected financial and operating data of our refining segment for the first six months of 2020 and the first six months of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 53 and 54, respectively, unless otherwise noted.
 
Six Months Ended June 30,
 
2020
 
2019
 
Change
Operating income (loss)
$
(336
)
 
$
1,516

 
$
(1,852
)
Adjusted operating income (loss) (see note (d) on page 58)
(54
)
 
1,528

 
(1,582
)
 
 
 
 
 


Refining margin (see note (d) on page 59)
$
2,938

 
$
4,646

 
$
(1,708
)
Operating expenses (excluding depreciation and amortization
expense reflected below)
1,923

 
2,097

 
(174
)
Depreciation and amortization expense
1,069

 
1,021

 
48

 
 
 
 
 
 
Throughput volumes (thousand barrels per day) (see note (e)
on page 60)
2,573

 
2,917

 
(344
)

Refining segment operating income decreased by $1.9 billion in the first six months of 2020; however, refining segment adjusted operating income, which excludes the adjustments in the table in note (d) on page 58, decreased by $1.6 billion in the first six months of 2020 compared to the first six months of 2019. The components of this decrease, along with the reasons for the changes in those components, are outlined below.

Refining segment margin decreased by $1.7 billion in the first six months of 2020 compared to the first six months of 2019.

Refining segment margin is primarily affected by the prices of the refined petroleum products that we sell and the cost of crude oil and other feedstocks that we process. The table on page 55 reflects market reference prices and differentials that we believe had a material impact on the change in our refining segment margin in the first six months of 2020 compared to the first six months of 2019.

The decrease in refining segment margin was primarily due to the following:

A decrease in distillate (primarily diesel) margins had an unfavorable impact of approximately $930 million.

A decrease in gasoline margins had an unfavorable impact of approximately $611 million.

A decrease in throughput volumes of 344,000 barrels per day had an unfavorable impact of $550 million. As noted in “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” on pages 40 through 42, we reduced the amount of crude oil processed at our refineries and limited the production of gasoline and jet fuel at certain of our refineries late in the first quarter of 2020 and into the beginning of the second quarter of 2020. However, demand for most of our products partially recovered during the latter part of the second


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quarter of 2020 and, as a result, we have increased the production of most of our products and restarted the gasoline-making units that had been temporarily idled at certain of our refineries.

Higher margins on other products had a favorable impact of approximately $464 million.

Refining segment operating expenses (excluding depreciation and amortization expense) decreased by $174 million primarily due to lower natural gas and electricity costs of $114 million, lower chemical and catalyst costs of $38 million, and lower maintenance expenses of $19 million.

Refining segment depreciation and amortization expense associated with our cost of sales increased by $48 million primarily due to an increase in depreciation expense associated with capital projects that were completed and finance leases that commenced in the latter half of 2019 and the first half of 2020.

Renewable Diesel Segment Results
The following table includes selected financial and operating data of our renewable diesel segment for the first six months of 2020 and the first six months of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 53 and 54, respectively, unless otherwise noted.
 
Six Months Ended June 30,
 
2020
 
2019
 
Change
Operating income
$
327

 
$
126

 
$
201

Adjusted operating income (see note (d) on page 58)
327

 
266

 
61

 
 
 
 
 
 
Renewable diesel margin (see note (d) on page 60)
$
390

 
$
325

 
$
65

Operating expenses (excluding depreciation and amortization
expense reflected below)
40

 
36

 
4

Depreciation and amortization expense
23

 
23

 

 
 
 
 
 
 
Sales volumes (thousand gallons per day) (see note (e)
on page 60)
831

 
780

 
51


Renewable diesel segment operating income increased by $201 million in the first six months of 2020; however, renewable diesel segment adjusted operating income, which excludes the adjustment in the table in note (d) on page 58, increased by $61 million in the first six months of 2020 compared to the first six months of 2019. The increase was primarily due to higher renewable diesel segment margin.
Renewable diesel segment margin increased by $65 million in the first six months of 2020 compared to the first six months of 2019. Renewable diesel segment margin is primarily affected by the price of the renewable diesel that we sell and the cost of the feedstocks that we process. The table on page 56 reflects market reference prices that we believe had a material impact on the change in our renewable diesel segment margin in the second quarter of 2020 compared to the second quarter of 2019.



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The increase in renewable diesel segment margin was primarily due to the following:

Price risk management activities had a favorable impact of $72 million. We recognized a hedge gain of $45 million in the first six months of 2020 compared to a hedge loss of $27 million in the first six months of 2019.

An increase in sales volumes of 51,000 gallons per day had a favorable impact of $13 million.

Lower renewable diesel prices had an unfavorable impact of approximately $23 million.

Ethanol Segment Results
The following table includes selected financial and operating data of our ethanol segment for the first six months of 2020 and the first six months of 2019. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables on pages 53 and 54, respectively, unless otherwise noted.
 
Six Months Ended June 30,
 
2020
 
2019
 
Change
Operating income (loss)
$
(106
)
 
$
10

 
$
(116
)
Adjusted operating income (loss) (see note (d) on page 59)
(89
)
 
11

 
(100
)
 
 
 
 
 
 
Ethanol margin (see note (d) on page 60)
$
142

 
$
313

 
$
(171
)
Operating expenses (excluding depreciation and amortization
expense reflected below)
188

 
257

 
(69
)
Depreciation and amortization expense
43

 
45

 
(2
)
 
 
 
 
 
 
Production volumes (thousand gallons per day) (see note (e)
on page 60)
3,210

 
4,376

 
(1,166
)

Ethanol segment operating income decreased by $116 million in the first six months of 2020; however, ethanol segment adjusted operating income, which excludes the adjustment in the table in note (d) on page 59, decreased by $100 million in the first six months of 2020 compared to the first six months of 2019. The components of this decrease, along with the reasons for the changes in those components, are outlined below.

Ethanol segment margin decreased by $171 million in the first six months of 2020 compared to the first six months of 2019.

Ethanol segment margin is primarily affected by prices of the ethanol and corn related co-products that we sell and the cost of corn that we process. The table on page 56 reflects market reference prices that we believe had a material impact on the change in our ethanol segment margin in the first six months of 2020 compared to the first six months of 2019.

The decrease in ethanol segment margin was primarily due to the following:

Lower ethanol prices had an unfavorable impact of approximately $141 million.
A decrease in production volumes of 1.2 million gallons per day had an unfavorable impact of approximately $53 million. As noted in “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” on pages 40 through 42, as a result of the economic disruption


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from COVID-19, eight of our ethanol plants were temporarily idled and production was reduced at our remaining six ethanol plants late in the first quarter of 2020 and into the beginning of the second quarter of 2020. However, demand for ethanol began to recover during the latter part of the second quarter of 2020 and, as a result, we have increased production and restarted four of the plants that had been temporarily idled.
Ethanol segment operating expenses (excluding depreciation and amortization expense) decreased by $69 million primarily due to lower energy costs of $37 million, lower chemicals and catalyst costs of $16 million, and lower maintenance expenses of $8 million.

LIQUIDITY AND CAPITAL RESOURCES

Overview
During the six months ended June 30, 2020, our liquidity was negatively impacted by the significant economic effects resulting from the COVID-19 pandemic as described in “OVERVIEW AND OUTLOOK—Overview—Business Operations Update.” Even though we generated $687 million of cash from operating activities during the first six months of 2020, the amount of cash generated was negatively impacted by lower earnings and a use of cash to fund working capital, which resulted from the rapid decline in the market prices of refined petroleum products and crude oil that occurred during March and April 2020. The amount of cash generated during that time by our product sales declined more rapidly than the amount of cash used to pay for our crude oil purchases. While this relationship is not abnormal or unusual in our business where daily product sales follow market prices on that day, the negative impact on our cash position is more significant when the market prices decline rapidly. Market prices began recovering in May and June 2020, but they have not recovered to the level prior to the COVID-19 pandemic and the recovery has been gradual.

We have taken a number of actions to address the current economic environment and its impact on our liquidity, most notably the issuance of $1.5 billion in public debt in April 2020, which is described in Note 6 of Condensed Notes to Consolidated Financial Statements. We have taken other actions to address our liquidity and those actions are described in “OVERVIEW AND OUTLOOK—Overview—Business Operations Update” on pages 40 through 42 and in the discussion of matters impacting our liquidity and capital resources below.

Our Liquidity
Our liquidity consisted of the following as of June 30, 2020 (in millions):
Available borrowing capacity from committed facilities:
 
 
Valero Revolver
 
$
3,967

364-day Revolving Credit Facility
 
875

Canadian Revolver(a)
 
105

Accounts receivable sales facility
 
726

Letter of credit facility
 
50

Total available borrowing capacity
 
5,723

Cash and cash equivalents(b)
 
1,972

Total liquidity
 
$
7,695

_____________________
(a)
The amount for our Canadian Revolver is shown in U.S. dollars. As set forth in the summary of our credit facilities in Note 6 of Condensed Notes to Consolidated Financial Statements, the availability under our Canadian Revolver as of June 30, 2020 in Canadian dollars was C$143 million.
(b)
Excludes $347 million of cash and cash equivalents related to our VIEs that is available for use only by our VIEs.


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Information about our outstanding borrowings, letters of credit issued, and availability under our credit facilities is reflected in Note 6 of Condensed Notes to Consolidated Financial Statements.

In July 2020, we extended the maturity date of our accounts receivable sales facility to July 2021 and decreased the facility amount from $1.3 billion to $1.0 billion. As of July 29, 2020, the amount available to us under this credit facility was $666 million.

We believe that cash provided by operations, along with cash from our public debt offering in April 2020 and available borrowings under our credit facilities, is sufficient to fund our ongoing operating requirements and other commitments. We expect that, to the extent necessary, we can raise additional cash 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.

Cash Flows
Components of our cash flows are set forth below (in millions):
 
Six Months Ended
June 30,
 
2020
 
2019
Cash flows provided by (used in):
 
 
 
Operating activities
$
687

 
$
2,394

Investing activities
(1,339
)
 
(1,555
)
Financing activities:
 
 
 
Borrowings
1,962

 
1,962

Other financing activities
(1,527
)
 
(3,787
)
Financing activities
435

 
(1,825
)
Effect of foreign exchange rate changes on cash
(47
)
 
37

Net decrease in cash and cash equivalents
$
(264
)
 
$
(949
)

Cash Flows for the Six Months Ended June 30, 2020
In the first six months of 2020, we used $264 million of our cash on hand, $687 million of cash generated by our operations, and $2.0 billion in borrowings to make $1.3 billion of investments in our business and fund $1.5 billion of other financing activities. The borrowings are described in Note 6 of Condensed Notes to Consolidated Financial Statements.

As previously noted, our operations generated $687 million of cash in the first six months of 2020, which was negatively impacted by an unfavorable change in working capital of $478 million. The change in working capital was affected primarily by a $1.3 billion use of cash(a) resulting from the rapid decline in market prices of refined petroleum products and crude oil as a result of the negative economic effects of COVID-19 that impacted our receivables and accounts payable, partially offset by a $1.1 billion source of cash driven by a reduction in inventory volumes on hand, which we intend to restore by year end. Details regarding the components of the change in working capital, along with the reasons for the changes in those components, are described in Note 13 of Condensed Notes to Consolidated Financial Statements. In addition, see “RESULTS OF OPERATIONS” for an analysis of our net loss.



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Investments in our business of $1.3 billion consisted of $1.2 billion in capital investments, as defined below, of which $187 million related to self-funded capital investments by DGD, and $143 million of capital expenditures of VIEs other than DGD.

Other financing activities of $1.5 billion consisted primarily of $801 million in dividends, $432 million of payments of debt and finance lease obligations, $147 million for the purchase of common stock for treasury, and $127 million to pay distributions to noncontrolling interests.

____________________
(a)
Represents the net cash flow change in “receivables, net” of $4.1 billion (which excludes the impact from the collection of $449 million for a blender’s tax credit receivable) and accounts payable of $5.4 billion during the the six months ended June 30, 2020.

Cash Flows for the Six Months Ended June 30, 2019
In the first six months of 2019, we used $949 million of cash on hand, $2.4 billion of cash generated by our operations, and $2.0 billion in borrowings to make $1.6 billion of investments in our business and fund $3.8 billion of other financing activities. The borrowings are described in Note 6 of Condensed Notes to Consolidated Financial Statements.

As previously noted, our operations generated $2.4 billion of cash in the first six months of 2019, which was favorably impacted by a positive change in working capital of $413 million. Details regarding the components of the change in working capital, along with the reasons for the changes in those components, are described in Note 13 of Condensed Notes to Consolidated Financial Statements. In addition, see “RESULTS OF OPERATIONS” for an analysis of our net income.

Investments in our business of $1.6 billion consisted of $1.5 billion in capital investments, as defined below, of which $52 million is related to self-funded capital investments by DGD, and $69 million of capital expenditures of VIEs other than DGD.

Other financing activities of $3.8 billion consisted primarily of $1.8 billion of payments of debt and finance lease obligations, $950 million to acquire all of the outstanding publicly held common units of VLP, $751 million in dividends, and $248 million for the purchase of common stock for treasury.

Capital Investments
Due to the current negative economic environment, we have deferred approximately $400 million of capital investments for 2020 related to our refining and ethanol segments. As a result, we now expect to incur approximately $2.1 billion for capital investments during 2020, but this deferral does not impact our intent to satisfy all required safety, environmental, and regulatory capital commitments. We will continue to evaluate our capital investments as changes to the current economic environment occur.

We consider capital investments to include the following:

Capital expenditures for purchases of, additions to, and improvements in our property, plant, and equipment, including those made by DGD but excluding other VIEs;

Deferred turnaround and catalyst cost expenditures, including those made by DGD; and

Investments in unconsolidated joint ventures.



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

Other Matters Impacting Liquidity and Capital Resources
Stock Purchase Program
As of June 30, 2020, we had $1.4 billion available for purchase under our stock purchase program, which has no expiration date. We have not purchased any shares of our common stock under our stock purchase program since mid-March 2020, and we will evaluate the timing of repurchases when appropriate. We have no obligation to make purchases under this program.

Pension Plan Funding
We previously disclosed in our annual report on Form 10-K for the year ended December 31, 2019 that we planned to contribute approximately $140 million to our pension plans and $21 million to our other postretirement benefit plans during 2020. Due to the current economic environment, we are reconsidering our intent to make a discretionary contribution of up to $100 million to our qualified U.S. pension plan.

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

Tax Matters
Under recently passed legislation, such as the CARES Act in the U.S., and existing legislation, we deferred approximately $440 million of income and indirect (e.g., VAT and motor fuel taxes) tax payments due in the first and second quarters of 2020. Approximately 40 percent of the deferred payments will be due in the third quarter of 2020, with the remaining amount due in 2021.

Cash Held by Our International Subsidiaries
As of June 30, 2020, $1.4 billion of our cash and cash equivalents was held by our international subsidiaries. Cash held by our international subsidiaries can be repatriated to us without any U.S. federal income tax consequences as a result of the deemed repatriation provisions of the Tax Cuts and Jobs Act of 2017, but certain other taxes may apply, including, but not limited to, withholding taxes imposed by certain international jurisdictions and U.S. state income taxes. Therefore, there is a cost to repatriate cash held by certain of our international subsidiaries to us, but we believe that such amount is not material to our financial position or liquidity.

Concentration of Customers
Our operations have a concentration of customers in the refining industry and customers who are refined petroleum product wholesalers and retailers. These concentrations of customers may impact our overall exposure to credit risk, either positively or negatively, in that these customers may be similarly affected by changes in economic or other conditions including the uncertainties concerning COVID-19 and volatility in the global oil markets. However, we believe that our portfolio of accounts receivable is sufficiently diversified


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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 June 30, 2020, our contractual obligations included debt, finance lease obligations, operating lease obligations, purchase obligations, and other long-term liabilities. In the ordinary course of business, we had lease and debt-related activities during the six months ended June 30, 2020 as described in Notes 5 and 6, respectively, of Condensed Notes to Consolidated Financial Statements. In addition, certain of our purchase obligations, primarily related to crude oil and other feedstock supply arrangements, declined during the first six months of 2020 as a result of the decrease in crude oil and feedstock prices that occurred during the period because of the current economic conditions. There were no material changes outside the ordinary course of business with respect to our contractual obligations during the six months ended June 30, 2020.
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 may increase. As of June 30, 2020, all of our ratings on our senior unsecured debt, including debt of one of our wholly owned subsidiaries that is guaranteed by us, are at or above investment grade level as follows:
Rating Agency
 
Rating
Moody’s Investors Service
 
Baa2 (stable outlook)
Standard & Poor’s Ratings Services
 
BBB (stable outlook)
Fitch Ratings
 
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. Our critical accounting estimates are included in our annual report on Form 10-K for the year ended December 31, 2019. As of June 30, 2020, the following accounting policy is included as it involves estimates that are considered critical due to the level of subjectivity and judgment involved, as well as the impact on our financial position and results of operations. We believe that all of our estimates are reasonable. Estimates of the sensitivity to earnings that would result from changes in the assumptions used in determining our estimates are not practicable due to the number of assumptions and contingencies involved, and the wide range of possible outcomes.

Impairment of Long-Lived Assets and Goodwill
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which


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the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods.
Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.

As of June 30, 2020, we determined there was no impairment of our long-lived assets or goodwill as discussed in Note 2 of Condensed Notes to Consolidated Financial Statements.

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), renewable diesel, grain (primarily corn), renewable diesel feedstocks, and natural gas used in our operations. To reduce the impact of price volatility on our results of operations and cash flows, we use commodity derivative instruments, including futures and options to manage the volatility of:

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

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

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

The following sensitivity analysis includes all of our derivative instruments entered into for purposes other than trading with which we have market risk (in millions):
 
June 30,
2020
 
December 31,
2019
Gain (loss) in fair value resulting from:
 
 
 
10% increase in underlying commodity prices
$
68

 
$
(39
)
10% decrease in underlying commodity prices
(68
)
 
38


See Note 15 of Condensed Notes to Consolidated Financial Statements for notional volumes associated with these derivative contracts as of June 30, 2020.



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COMPLIANCE PROGRAM PRICE RISK

We are exposed to market risk related to the volatility in the price of credits needed to comply with various governmental and regulatory environmental compliance programs. To manage this risk, we enter into contracts to purchase these credits when prices are deemed favorable. Some of these contracts are derivative instruments; however, we elect the normal purchase exception and do not record these contracts at their fair values. As of June 30, 2020 and December 31, 2019, 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.
 
June 30, 2020
 
Expected Maturity Dates
 
 
 
 
 
Remainder
of 2020 (a)
 
2021
 
2022
 
2023
 
2024
 
There-
after
 
Total (b)
 
Fair
Value
Fixed rate
$

 
$
11

 
$

 
$
850

 
$

 
$
9,124

 
$
9,985

 
$
11,845

Average interest rate
%
 
5.0
%
 
%
 
2.7
%
 
%
 
5.0
%
 
4.8
%
 
 
Floating rate (c)
$
513

 
$
5

 
$
5

 
$
19

 
$

 
$

 
$
542

 
$
542

Average interest rate
5.1
%
 
3.0
%
 
3.0
%
 
3.0
%
 
%
 
%
 
5.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2019
 
Expected Maturity Dates
 
 
 
 
 
2020 (a)
 
2021
 
2022
 
2023
 
2024
 
There-
after
 
Total (b)
 
Fair
Value
Fixed rate
$

 
$
11

 
$

 
$

 
$

 
$
8,474

 
$
8,485

 
$
10,099

Average interest rate
%
 
5.0
%
 
%
 
%
 
%
 
5.2
%
 
5.2
%
 
 
Floating rate (c)
$
453

 
$
6

 
$
6

 
$
19

 
$

 
$

 
$
484

 
$
484

Average interest rate
5.0
%
 
4.5
%
 
4.5
%
 
4.5
%
 
%
 
%
 
5.0
%
 
 
____________________
(a)
As of June 30, 2020 and December 31, 2019, our floating rate debt includes $511 million and $348 million, respectively, associated with borrowings under the IEnova Revolver for the construction of terminals in Mexico by Central Mexico Terminals. The IEnova Revolver is only available to the operations of Central Mexico Terminals, and its creditors do not have recourse against us.
(b)
Excludes unamortized discounts and debt issuance costs.
(c)
As of June 30, 2020 and December 31, 2019, we had an interest rate swap associated with $31 million and $36 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.


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FOREIGN CURRENCY RISK

The following table provides information about our foreign currency contracts (dollars in millions) that, as of the dates set forth below, mature in 2020, the fair values of which are sensitive to changes in foreign currency exchange rates. Currency abbreviations presented below are as follows: U.S. dollars (USD), Canadian dollars (CAD), and pounds sterling (GBP).
 
Receive USD/
Pay CAD
 
Receive USD/
Pay GBP
 
Receive CAD/
Pay USD
 
Receive GBP/
Pay USD
June 30, 2020
 
 
 
 
 
 
 
Contract amount
$
174

 
$
45

 
$
1,900

 
$
500

Weighted-average
contractual exchange rate
0.73784

 
1.24368

 
0.72406

 
1.25887

Fair value
$
1

 
$

 
$
27

 
$
(9
)
 
 
 
 
 
 
 
 
December 31, 2019
 
 
 
 
 
 
 
Contract amount
$
406

 
$
333

 
$
2,250

 
$

Weighted-average
contractual exchange rate
0.75911

 
1.31201

 
0.76217

 

Fair value
$
(6
)
 
$
(4
)
 
$
27

 
$


See Note 15 of Condensed Notes to Consolidated Financial Statements for a discussion about our foreign currency risk management activities.

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 June 30, 2020.
(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.


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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, 2019 and our quarterly report on Form 10-Q for the quarterly period ended March 31, 2020.

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.

Texas Commission on Environmental Quality (TCEQ) (Corpus Christi West Refinery). On June 15, 2020, we received a Notice of Enforcement (NOE) from the TCEQ related to a Title V deviation report investigation at our Corpus Christ West Refinery. We reasonably believe that penalties associated with this NOE could exceed $100,000. We are working with the TCEQ to resolve this matter.

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 December 31, 2019, as supplemented by the risk factor included in our current report on Form 8-K filed with the SEC on April 13, 2020. However, to the extent COVID-19 adversely affects our business, financial condition, results of operation, and liquidity, it may also have the effect of heightening many of the other risks described in such risk factors.



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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 second quarter of 2020.

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)
April 2020
 
170

 
$
51.11

 
170

 

 
$1.4 billion
May 2020
 
1,092

 
$
63.57

 
1,092

 

 
$1.4 billion
June 2020
 
2,574

 
$
65.04

 
2,574

 

 
$1.4 billion
Total
 
3,836

 
$
64.00

 
3,836

 

 
$1.4 billion
___________________
(a)
The shares reported in this column represent purchases settled in the second quarter of 2020 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 (2018 Program), with no expiration date. As of June 30, 2020, we had $1.4 billion remaining available for purchase under the 2018 Program. We have not purchased any shares of our common stock under the 2018 Program since mid-March 2020, and we will evaluate the timing of repurchases when appropriate. We have no obligation to make purchases under the 2018 Program.



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ITEM 6.
EXHIBITS

Exhibit
No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
***101.INS
 
Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
 
 
***101.SCH
 
Inline XBRL Taxonomy Extension Schema Document.
 
 
 
***101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
***101.DEF
 
Inline XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
***101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
***101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
***104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
___________________
*
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/ Jason W. Fraser
 
 
Jason W. Fraser
 
 
Executive Vice President and
 
 
Chief Financial Officer
 
 
(Duly Authorized Officer and Principal
 
 
Financial and Accounting Officer)
Date: July 30, 2020



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