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Debt and Finance Lease Obligations
 12 Months Ended
Dec. 31, 2022
Debt and Lease Obligation [Abstract]  
DEBT AND FINANCE LEASE OBLIGATIONS
8.    DEBT AND FINANCE LEASE OBLIGATIONS

Debt, at stated values, and finance lease obligations consisted of the following (in millions):
Final
Maturity		December 31,
20222021
Credit facilities:
Valero Revolver
2027$— $— 
Canadian Revolver
2023— — 
Accounts Receivable Sales Facility2023— — 
DGD Revolver2024100 100 
DGD Loan Agreement202325 25 
IEnova Revolver
2028717 679 
Public debt:
Valero Senior Notes
1.200%
2024167 169 
2.850%
2025251 1,050 
3.65%
2025189 324 
3.400%
2026426 1,250 
2.150%
2027578 600 
4.350%
2028606 750 
4.000%
2029439 1,000 
8.75%
2030200 200 
2.800%
2031472 500 
7.5%
2032733 750 
6.625%
20371,442 1,500 
6.75%
203724 24 
10.500%
2039113 113 
4.90%
2045626 650 
3.650%
2051855 950 
4.000%
2052553 — 
7.45%
209770 100 
VLP Senior Notes
4.375%
2026146 376 
4.500%
2028474 500 
Debenture, 7.65%
2026100 100 
Gulf Opportunity Zone Revenue Bonds, Series 2010, 4.00%
2040— 300 
Other debt202319 26 
Net unamortized debt issuance costs and other(84)(86)
Total debt9,241 11,950 
Finance lease obligations (see Note 4)
2,394 1,920 
Total debt and finance lease obligations11,635 13,870 
Less: Current portion1,109 1,264 
Debt and finance lease obligations, less current portion$10,526 $12,606 
Credit Facilities
Valero Revolver
In November 2022, we amended our revolving credit facility (the Valero Revolver), which has a borrowing capacity of $4 billion, to extend the maturity date from March 2024 to November 2027 and to transition the benchmark reference interest rate previously based on the London Interbank Offered Rate (LIBOR) to a secured overnight financing rate (SOFR). We have the option to increase the aggregate commitments under the Valero Revolver to $5.5 billion, subject to certain conditions. The Valero Revolver also provides for the issuance of letters of credit of up to $2.4 billion.

Effective November 2022, outstanding borrowings under the Valero Revolver bear interest, at our option, at either (i) the Adjusted Term SOFR or (ii) the Alternate Base Rate (each of these rates is defined in the Valero Revolver), plus the applicable margins. The Valero Revolver also requires payments for customary fees, including facility fees, letter of credit participation fees, and administrative agent fees. The interest rate and facility fees under the Valero Revolver are subject to adjustment based upon the credit ratings assigned to our senior unsecured debt.

Canadian Revolver
In November 2022, one of our Canadian subsidiaries amended its committed revolving credit facility (the Canadian Revolver) of C$150 million to extend the maturity date from November 2022 to November 2023. Outstanding borrowings under the Canadian Revolver bear interest at the adjusted term SOFR or applicable market rates as allowed under the terms of the agreement, plus applicable margins. The Canadian Revolver also provides for the issuance of letters of credit. The interest rates and fees under the Canadian Revolver are subject to adjustment based upon the credit ratings assigned to Valero’s senior unsecured debt.

Accounts Receivable Sales Facility
We have an accounts receivable sales facility with a group of third-party entities and financial institutions to sell eligible trade receivables on a revolving basis. In July 2022, we extended the maturity date of this facility to July 2023. Under this program, one of our marketing subsidiaries (Valero Marketing) sells eligible receivables, without recourse, to another of our subsidiaries (Valero Capital), whereupon the receivables are no longer owned by Valero Marketing. Valero Capital, in turn, sells an undivided percentage ownership interest in the eligible receivables, without recourse, to the third-party entities and financial institutions. To the extent that Valero Capital retains an ownership interest in the receivables it has purchased from Valero Marketing, such interest is included in our financial statements solely as a result of the consolidation of the financial statements of Valero Capital with those of Valero Energy Corporation; the receivables are not available to satisfy the claims of the creditors of Valero Marketing or Valero Energy Corporation.

As of December 31, 2022 and 2021, $3.0 billion and $2.8 billion, respectively, of our accounts receivable composed the designated pool of accounts receivable included in the program. All amounts outstanding under the accounts receivable sales facility are reflected as debt on our balance sheets and proceeds and repayments are reflected as cash flows from financing activities. Outstanding borrowings under the facility bear interest, at either (i) an adjusted daily simple SOFR or (ii) an alternate base rate as allowed under the terms of this facility, plus applicable margins. The interest rates under the program are subject
to adjustment based upon the credit ratings assigned to our senior unsecured debt. The program also requires payments for customary fees, including facility fees.

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 provided for a revolving credit facility in an aggregate principal amount of up to $875 million. No borrowings were made under this facility prior to its maturity on April 12, 2021 and the facility was not renewed.

DGD Revolver
In March 2021, DGD, as described in Note 11, entered into a $400 million unsecured revolving credit facility (the DGD Revolver) with a syndicate of financial institutions that matures in March 2024. DGD has the option to increase the aggregate commitments under the DGD Revolver to $550 million, subject to certain restrictions. Initially, the DGD Revolver also provided for the issuance of letters of credit of up to $10 million. In September 2021, the DGD Revolver was amended to increase the letter of credit sublimit from $10 million to $50 million and to limit DGD’s indebtedness arising under other letters of credit that DGD may obtain up to $25 million at any one time outstanding. This restriction does not impact Valero’s letter of credit facilities. In November 2022, the DGD Revolver was amended to increase the letter of credit sublimit from $50 million to $150 million. The DGD Revolver is only available to fund the operations of DGD. DGD’s lenders do not have recourse against us. As of December 31, 2022, all outstanding borrowings under this revolver are reflected in current portion of debt as payment is expected to occur in 2023.

Outstanding borrowings under the DGD Revolver generally bear interest, at DGD’s option, at either (i) an alternate base rate or (ii) an adjusted LIBOR as allowed under the terms of the agreement for the applicable interest period in effect from time to time, plus the applicable margins. As of December 31, 2022 and 2021, the variable interest rate on the DGD Revolver was 5.880 percent and 1.860 percent, respectively. The DGD Revolver also requires payments for customary fees, including unused commitment fees, letter of credit fees, and administrative agent fees.

DGD Loan Agreement
DGD has a $50 million unsecured revolving loan agreement (the DGD Loan Agreement) with its members (Darling Ingredients Inc. (Darling) and us). In March 2022, the maturity date of this facility was extended to April 2023. Each member has committed $25 million, resulting in aggregate commitments of $50 million. The DGD Loan Agreement is only available to fund the operations of DGD. Any outstanding borrowings under this revolver represent loans made by the noncontrolling member as any transactions between DGD and us under this revolver are eliminated in consolidation.

Outstanding borrowings under the DGD Loan Agreement bear interest at the LIBOR for the applicable interest period in effect from time to time plus the applicable margin. As of December 31, 2022 and 2021, the variable interest rate on the DGD Loan Agreement was 6.672 percent and 2.603 percent, respectively. Principal and accrued interest are due on the last day of the calendar month unless DGD provides at least two days prior written notice of their election to extend repayment to the next calendar month end.
IEnova Revolver
Central Mexico Terminals, as described in Note 11, has a combined unsecured revolving credit facility (IEnova Revolver) with IEnova (defined in Note 11) that matures in February 2028. In 2020, the borrowing capacity under the IEnova Revolver was increased from $491 million to $660 million, and during the year ended December 31, 2021, it was increased to $830 million. IEnova may terminate this revolver at any time and demand repayment of all outstanding amounts; therefore, all outstanding borrowings are reflected in current portion of debt. The IEnova Revolver is only available to the operations of Central Mexico Terminals, and the creditors of Central Mexico Terminals do not have recourse against us.

Outstanding borrowings under the IEnova Revolver bear interest at the three-month LIBOR for the applicable interest period in effect from time to time plus the applicable margin. The interest rate under this revolver is subject to adjustment, with agreement by both parties, based upon changes in market conditions. As of December 31, 2022 and 2021, the variable interest rate was 7.393 percent and 3.781 percent, respectively.

Summary of Credit Facilities
We had outstanding borrowings, letters of credit issued, and availability under our credit facilities as follows (amounts in millions and currency in U.S. dollars, except as noted):
December 31, 2022
Facility
Amount		Maturity DateOutstanding
Borrowings		Letters of Credit
Issued (a)		Availability
Committed facilities:
Valero Revolver$4,000 November 2027$— $6 $3,994 
Canadian RevolverC$150 November 2023C$— C$5 C$145 
Accounts receivable
sales facility
$1,300 July 2023$— n/a$1,300 
Committed facilities of
VIEs (b):
DGD Revolver$400 March 2024$100 $117 $183 
DGD Loan Agreement (c)$25 April 2023$25 n/a$— 
IEnova Revolver$830 February 2028$717 n/a$113 
Uncommitted facilities:
Letter of credit facilitiesn/an/an/a$1,523 n/a
________________________
(a)Letters of credit issued as of December 31, 2022 expire at various times in 2023 through 2024.
(b)Creditors of the VIEs do not have recourse against us.
(c)The amounts shown for this facility represent the facility amount available from, and borrowings outstanding to, the noncontrolling member as any transactions between DGD and us under this facility are eliminated in consolidation.

We are charged letter of credit issuance fees under our various uncommitted short-term bank credit facilities. These uncommitted credit facilities have no commitment fees or compensating balance requirements.
Activity under our credit facilities was as follows (in millions):
Year Ended December 31,
202220212020
Borrowings:
Accounts receivable sales facility$1,600 $— $300 
DGD Revolver759 276 — 
DGD Loan Agreement50 25 — 
IEnova Revolver105 81 250 
Repayments:
Accounts receivable sales facility(1,600)— (400)
DGD Revolver(759)(176)— 
DGD Loan Agreement(50)— — 
IEnova Revolver(67)— — 

Public Debt
During the year ended December 31, 2022, the following activity occurred:

•In November and December 2022, we used cash on hand to purchase and retire the following notes (in millions):
Debt Purchased and RetiredPrincipal
Amount
2.150% Senior Notes due 2027
$22 
4.500% VLP Senior Notes due 2028
26 
2.800% Senior Notes due 2031
28 
6.625% Senior Notes due 2037
58 
4.90% Senior Notes due 2045
24 
3.650% Senior Notes due 2051
95 
4.000% Senior Notes due 2052
97 
7.45% Senior Notes due 2097
30 
Various other Valero Senior Notes62 
Total$442 
•In September 2022, we used cash on hand to purchase and retire the following notes in connection with cash tender offers that we publicly announced in August 2022 and completed in September 2022 (in millions):
Debt Purchased and RetiredPrincipal
Amount
3.65% Senior Notes due 2025
$48 
2.850% Senior Notes due 2025
291 
4.375% VLP Senior Notes due 2026
62 
3.400% Senior Notes due 2026
166 
4.350% Senior Notes due 2028
131 
4.000% Senior Notes due 2029
552 
Total$1,250 

•In June 2022, we reduced our debt through the acquisition of the $300 million of 4.00 percent Gulf Opportunity Zone Revenue Bonds Series 2010 that are due December 1, 2040, but were subject to mandatory tender on June 1, 2022. We have the option to effectuate a remarketing of these bonds.

•In February 2022, we issued $650 million of 4.000 percent Senior Notes due June 1, 2052. Proceeds from this debt issuance totaled $639 million before deducting the underwriting discount and other debt issuance costs. The proceeds and cash on hand were used to purchase and retire the following notes in connection with cash tender offers that we publicly announced and completed in February 2022 (in millions):
Debt Purchased and RetiredPrincipal
Amount
3.65% Senior Notes due 2025
$72 
2.850% Senior Notes due 2025
507 
4.375% VLP Senior Notes due 2026
168 
3.400% Senior Notes due 2026
653 
Total$1,400 

During the year ended December 31, 2021, the following activity occurred:

•In November 2021, we issued $500 million of 2.800 percent Senior Notes due December 1, 2031 and $950 million of 3.650 percent Senior Notes due December 1, 2051. Proceeds from these debt issuances totaled $1.446 billion before deducting the underwriting discounts and other debt issuance costs. These proceeds and cash on hand were used to purchase and retire or redeem the
following notes in connection with cash tender offers that we publicly announced in November 2021 and completed in December 2021 (in millions):
Debt Purchased and
Retired or Redeemed		Principal
Amount
2.700% Senior Notes due 2023
$850 
1.200% Senior Notes due 2024
756 
3.65% Senior Notes due 2025
276 
4.375% VLP Senior Notes due 2026
124 
10.500% Senior Notes due 2039
137 
Total$2,143 

In connection with the early debt redemption and retirement activity described above, we recognized a charge of $193 million in “other income, net” comprised of $179 million of premiums paid, $10 million of unamortized debt discounts and deferred debt costs, and $4 million of bank fees.

•In September 2021, we redeemed our Floating Rate Senior Notes due September 15, 2023 (the Floating Rate Notes) for $575 million.

During the year ended December 31, 2020, the following activity occurred:

•In September 2020, we issued the following senior notes:

◦the Floating Rate Notes, which bore interest at a rate of three-month LIBOR plus 1.150 percent per annum, subject to certain adjustments set forth in the terms of the Floating Rate Notes;

◦$925 million of 1.200 percent Senior Notes due March 15, 2024;

◦$400 million of 2.850 percent Senior Notes due April 15, 2025 that constitute an additional issuance of our 2.850 percent Senior Notes due April 15, 2025 that were issued in April 2020 (see below); and

◦$600 million of 2.150 percent Senior Notes due September 15, 2027.

•In April 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 the April and September 2020 debt issuances totaled $4.020 billion before deducting the underwriting discounts and other debt issuance costs.
Other Disclosures
“Interest and debt expense, net of capitalized interest” is comprised as follows (in millions):
Year Ended December 31,
202220212020
Interest and debt expense$619 $651 $638 
Less: Capitalized interest57 48 75 
Interest and debt expense, net of
capitalized interest
$562 $603 $563 

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

Principal maturities for our debt obligations as of December 31, 2022 were as follows (in millions):
2023 (a)$861 
2024167 
2025441 
2026672 
2027578 
Thereafter6,606 
Net unamortized debt issuance costs and other(84)
Total debt$9,241 
________________________
(a)Maturities for 2023 include the DGD Revolver, the DGD Loan Agreement, and the IEnova Revolver.