10-Q

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

☐	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)

(210) 345-2000

(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

	Page
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	1
Consolidated Statements of Income<br>for the Three and Six Months Ended June 30, 2020 and 2019	2
Consolidated Statements of Comprehensive Income<br>for the Three and Six Months Ended June 30, 2020 and 2019	3
Consolidated Statements of Equity<br>for the Three and Six Months Ended June 30, 2020 and 2019	4
Consolidated Statements of Cash Flows<br>for the Six Months Ended June 30, 2020 and 2019	6
Condensed Notes to Consolidated Financial Statements	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL<br>CONDITION AND RESULTS OF OPERATIONS	38
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	70
ITEM 4. CONTROLS AND PROCEDURES	72
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	73
ITEM 1A. RISK FACTORS	73
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	74
ITEM 6. EXHIBITS	75
SIGNATURE	76

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VALERO ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(millions of dollars, except par value)

	June 30, <br>2020			December 31, <br>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;<br><br>673,501,593 and 673,501,593 shares issued	7			7
Additional paid-in capital	6,824			6,821
Treasury stock, at cost;<br><br>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.

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VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(millions of dollars, except per share amounts)

(unaudited)

	Three Months Ended<br>June 30,						Six Months Ended<br>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<br><br>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<br><br>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<br><br>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 –<br><br>assuming dilution (in millions)	407			417			407			417
_______________________________________________
Supplemental information:
(a) Includes excise taxes on sales by certain of our international<br><br>operations	$	784		$	1,410		$	2,152		$	2,740

See Condensed Notes to Consolidated Financial Statements.

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VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(millions of dollars)

(unaudited)

	Three Months Ended<br>June 30,					Six Months Ended<br>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<br><br>benefits	12			2		24			5
Net gain (loss) on cash flow hedges	(25		)	5		4			5
Other comprehensive income (loss) before<br><br>income tax expense (benefit)	125			7		(441		)	165
Income tax expense (benefit) related to items of<br><br>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<br><br>to noncontrolling interests	70			40		181			68
Comprehensive income (loss) attributable to<br><br>Valero Energy Corporation stockholders	$	1,391		$	614	$	(1,046	)	$	910

See Condensed Notes to Consolidated Financial Statements.

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VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(millions of dollars)

(unaudited)

	Valero Energy Corporation Stockholders’ Equity
	Common<br><br>Stock		Additional<br><br>Paid-in<br><br>Capital			Treasury<br><br>Stock			Retained<br><br>Earnings			Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss			Total			Non-<br><br>controlling<br><br>Interests			Total<br><br>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<br><br>($0.98 per share)	—		—			—			(400		)	—			(400		)	—			(400		)
Stock-based compensation<br><br>expense	—		12			—			—			—			12			—			12
Transactions in connection<br><br>with stock-based<br><br>compensation plans	—		(2		)	4			—			—			2			—			2
Distributions to noncontrolling<br><br>interests	—		—			—			—			—			—			(126		)	(126		)
Other comprehensive<br><br>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<br><br>($0.90 per share)	—		—			—			(376		)	—			(376		)	—			(376		)
Stock-based compensation<br><br>expense	—		11			—			—			—			11			—			11
Transactions in connection<br><br>with stock-based<br><br>compensation plans	—		(1		)	—			—			—			(1		)	—			(1		)
Open market stock purchases	—		—			(212		)	—			—			(212		)	—			(212		)
Distributions to noncontrolling<br><br>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<br><br>Stock		Additional<br><br>Paid-in<br><br>Capital			Treasury<br><br>Stock			Retained<br><br>Earnings			Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss			Total			Non-<br><br>controlling<br><br>Interests			Total<br><br>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<br><br>($1.96 per share)	—		—			—			(801		)	—			(801		)	—			(801		)
Stock-based compensation<br><br>expense	—		36			—			—			—			36			—			36
Transactions in connection<br><br>with stock-based<br><br>compensation plans	—		(33		)	18			—			—			(15		)	—			(15		)
Open market stock purchases	—		—			(130		)	—			—			(130		)	—			(130		)
Distributions to noncontrolling<br><br>interests	—		—			—			—			—			—			(127		)	(127		)
Other comprehensive<br><br>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<br><br>($1.80 per share)	—		—			—			(751		)	—			(751		)	—			(751		)
Stock-based compensation<br><br>expense	—		21			—			—			—			21			—			21
Transactions in connection<br><br>with stock-based<br><br>compensation plans	—		(3		)	1			—			—			(2		)	—			(2		)
Open market stock purchases	—		—			(246		)	—			—			(246		)	—			(246		)
Acquisition of Valero Energy<br><br>Partners LP (VLP) publicly<br><br>held common units	—		(328		)	—			—			—			(328		)	(622		)	(950		)
Distributions to noncontrolling<br><br>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<br>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<br><br>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<br><br>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<br><br>Adoption
2016-13	Financial Instruments—Credit Losses (Topic 326): Measurement of<br><br>Credit Losses on Financial Instruments (including codification<br><br>improvements in ASUs 2018-19 and 2019-11 and ASU 2020-02—<br><br>Financial Instruments—Credit Losses (Topic 326): Amendments<br><br>to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119)	Cumulative<br><br>effect
2018-15	Intangibles—Goodwill and Other—Internal-Use Software<br><br>(Subtopic 350-40): Customer’s Accounting for Implementation Costs<br><br>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<br><br>Adoption
2020-04	Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference<br><br>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, <br>2020			December 31, <br>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,<br><br>Terminals,<br><br>and Tanks			Transportation					Feedstock<br><br>Processing<br><br>Equipment		Energy<br><br>and<br><br>Gases		Real<br><br>Estate			Other		Total
			Marine			Rail
Three months ended<br><br>June 30, 2020
Finance lease cost:
Amortization of right-of-use<br><br>(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<br><br>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

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Pipelines,<br><br>Terminals,<br><br>and Tanks			Transportation					Feedstock<br><br>Processing<br><br>Equipment		Energy<br><br>and<br><br>Gases		Real<br><br>Estate			Other		Total
			Marine			Rail
Six months ended<br><br>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<br><br>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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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<br><br>Leases			Finance<br><br>Leases			Operating<br>Leases			Finance<br>Leases
Supplemental balance sheet information
ROU assets, net reflected in the following<br><br>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<br><br>following balance sheet line items:
Current portion of debt and finance lease<br><br>obligations	$	—		$	71		$	—		$	41
Accrued expenses	325			—			331			—
Noncurrent lease liabilities reflected in the<br><br>following balance sheet line items:
Debt and finance lease obligations,<br><br>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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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<br><br>Leases		Finance<br><br>Leases		Operating<br><br>Leases		Finance<br><br>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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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<br>Amount		Maturity Date	Outstanding<br>Borrowings		Letters of Credit<br>Issued (a)		Availability
Committed facilities:
Valero Revolver	$	4,000	March 2024	$	—	$	33	$	3,967
364-day Revolving<br><br>Credit Facility	$	875	April 2021	$	—	n/a		$	875
Canadian Revolver	C$	150	November 2020	C$	—	C$	7	C$	143
Accounts receivable<br><br>sales facility (b)	$	1,300	July 2020	$	—	n/a		$	726
Letter of credit<br><br>facility	$	50	November 2020	n/a		$	—	$	50
Committed facilities of<br><br>VIE (c):
IEnova Revolver	$	612	February 2028	$	511	n/a		$	101
Uncommitted facilities:
Letter of credit<br><br>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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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<br>June 30,				Six Months Ended<br>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<br><br>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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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<br><br>Currency<br><br>Translation<br><br>Adjustment			Defined<br><br>Benefit<br><br>Plans<br><br>Items			Gains<br><br>(Losses)<br><br>on<br><br>Cash Flow<br><br>Hedges			Total			Foreign<br><br>Currency<br><br>Translation<br><br>Adjustment			Defined<br><br>Benefit<br><br>Plans<br><br>Items			Gains<br><br>on<br><br>Cash<br><br>Flow<br><br>Hedges		Total
Balance as of beginning<br><br>of period	$	(1,282	)	$	(663	)	$	8		$	(1,937	)	$	(869	)	$	(483	)	$	—	$	(1,352	)
Other comprehensive<br><br>income (loss) before<br><br>reclassifications	138			—			(2		)	136			(1		)	—			1		—
Amounts reclassified<br><br>from accumulated<br><br>other comprehensive<br><br>loss	—			10			(8		)	2			—			2			—		2
Other comprehensive<br><br>income (loss)	138			10			(10		)	138			(1		)	2			1		2
Balance as of end of<br><br>period	$	(1,144	)	$	(653	)	$	(2	)	$	(1,799	)	$	(870	)	$	(481	)	$	1	$	(1,350	)
	Six Months Ended June 30,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	2020												2019
	Foreign<br><br>Currency<br><br>Translation<br><br>Adjustment			Defined<br><br>Benefit<br><br>Plans<br><br>Items			Gains<br><br>(Losses)<br><br>on<br><br>Cash Flow<br><br>Hedges			Total			Foreign<br><br>Currency<br><br>Translation<br><br>Adjustment			Defined<br><br>Benefit<br><br>Plans<br><br>Items			Gains<br><br>on<br><br>Cash<br><br>Flow<br><br>Hedges		Total
Balance as of beginning<br><br>of period	$	(676	)	$	(672	)	$	(3	)	$	(1,351	)	$	(1,022	)	$	(485	)	$	—	$	(1,507	)
Other comprehensive<br><br>income (loss) before<br><br>reclassifications	(468		)	—			19			(449		)	152			—			1		153
Amounts reclassified<br><br>from accumulated<br><br>other comprehensive<br><br>loss	—			19			(18		)	1			—			4			—		4
Other comprehensive<br><br>income (loss)	(468		)	19			1			(448		)	152			4			1		157
Balance as of end of<br><br>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<br><br>Mexico<br>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<br><br>of debt and finance lease obligations	$	80	$	556	$	7	$	643
Debt and finance lease obligations,<br><br>less current portion	—		—		27		27

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	December 31, 2019
	DGD		Central<br><br>Mexico<br>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<br><br>of debt and finance lease obligations	$	66	$	409	$	8	$	483
Debt and finance lease obligations,<br><br>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<br><br>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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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.
---	---

•

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<br>June 30,				Six Months Ended<br>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 –<br><br>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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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,<br><br>2020		December 31,<br>2019		Decrease
Receivables from contracts with customers,<br><br>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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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.
---	---

•

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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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables reflect information about our operating income (loss) by reportable segment (in millions):

	Refining			Renewable<br><br>Diesel		Ethanol			Corporate<br><br>and<br><br>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<br><br>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<br><br>depreciation and amortization expense<br><br>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<br><br>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<br><br>depreciation and amortization expense<br><br>reflected below)	—			—		—			199			199
Depreciation and amortization expense	—			—		—			14			14
Operating income by segment	$	1,037		$	77	$	7		$	(213	)	$	908

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	Refining			Renewable<br><br>Diesel		Ethanol			Corporate<br><br>and<br><br>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<br><br>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<br><br>depreciation and amortization expense<br><br>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<br><br>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<br><br>depreciation and amortization expense<br><br>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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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<br>June 30,				Six Months Ended<br>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, <br>2020		December 31, <br>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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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<br>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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•	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<br>June 30,
	2020		2019
Interest paid in excess of amount capitalized,<br><br>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<br><br>Leases		Finance<br><br>Leases		Operating<br><br>Leases		Finance<br><br>Leases
Cash paid for amounts included in the<br><br>measurement of lease liabilities:
Operating cash flows	$	216	$	48	$	216	$	25
Financing cash flows	—		32		—		21
Changes in lease balances resulting from new<br><br>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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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<br><br>Gross<br><br>Fair<br><br>Value		Effect of<br><br>Counter-<br><br>party<br><br>Netting			Effect of<br><br>Cash<br><br>Collateral<br><br>Netting			Net<br><br>Carrying<br><br>Value on<br><br>Balance<br><br>Sheet		Cash<br><br>Collateral<br><br>Paid or<br><br>Received<br><br>Not Offset
	Fair Value Hierarchy
	Level 1		Level 2		Level 3
Assets
Commodity derivative<br><br>contracts	$	656	$	—	$	—	$	656	$	(506	)	$	(38	)	$	112	$	—
Physical purchase<br><br>contracts	—		1		—		1		n/a			n/a			1		n/a
Foreign currency<br><br>contracts	28		—		—		28		n/a			n/a			28		n/a
Investments of certain<br><br>benefit plans	65		—		8		73		n/a			n/a			73		n/a
Total	$	749	$	1	$	8	$	758	$	(506	)	$	(38	)	$	214
Liabilities
Commodity derivative<br><br>contracts	$	519	$	—	$	—	$	519	$	(506	)	$	(13	)	$	—	$	(38	)
Environmental credit<br><br>obligations	—		38		—		38		n/a			n/a			38		n/a
Physical purchase<br><br>contracts	—		2		—		2		n/a			n/a			2		n/a
Foreign currency<br><br>contracts	9		—		—		9		n/a			n/a			9		n/a
Total	$	528	$	40	$	—	$	568	$	(506	)	$	(13	)	$	49

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	December 31, 2019
							Total<br><br>Gross<br><br>Fair<br><br>Value		Effect of<br><br>Counter-<br><br>party<br><br>Netting			Effect of<br><br>Cash<br><br>Collateral<br><br>Netting			Net<br><br>Carrying<br><br>Value on<br><br>Balance<br><br>Sheet		Cash<br><br>Collateral<br><br>Paid or<br><br>Received<br><br>Not Offset
	Fair Value Hierarchy
	Level 1		Level 2		Level 3
Assets
Commodity derivative<br><br>contracts	$	617	$	—	$	—	$	617	$	(612	)	$	—		$	5	$	—
Foreign currency<br><br>contracts	27		—		—		27		n/a			n/a			27		n/a
Investments of certain<br><br>benefit plans	65		—		9		74		n/a			n/a			74		n/a
Total	$	709	$	—	$	9	$	718	$	(612	)	$	—		$	106
Liabilities
Commodity derivative<br><br>contracts	$	668	$	—	$	—	$	668	$	(612	)	$	(56	)	$	—	$	(84	)
Environmental credit<br><br>obligations	—		2		—		2		n/a			n/a			2		n/a
Physical purchase<br><br>contracts	—		3		—		3		n/a			n/a			3		n/a
Foreign currency<br><br>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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•

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<br><br>Hierarchy	Carrying<br><br>Amount		Fair<br><br>Value		Carrying<br><br>Amount		Fair<br><br>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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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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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<br><br>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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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<br><br>Location	June 30, 2020				December 31, 2019
		Asset<br><br>Derivatives		Liability<br><br>Derivatives		Asset<br><br>Derivatives		Liability<br><br>Derivatives
Derivatives designated<br><br>as hedging instruments
Commodity contracts	Receivables, net	$	5	$	14	$	9	$	20
Derivatives not designated<br><br>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<br><br>Flow Hedging<br><br>Relationships	Location of Gain (Loss)<br><br>Recognized in Income<br><br>on Derivatives	Three Months Ended<br>June 30,						Six Months Ended<br>June 30,
		2020			2019			2020		2019
Commodity contracts:
Gain (loss) recognized in<br><br>other comprehensive<br><br>income (loss) on<br><br>derivatives		$	(5	)	$	4		$	50	$	4
Gain (loss) reclassified<br><br>from accumulated<br><br>other comprehensive<br><br>income (loss) into<br><br>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<br><br>Designated as<br><br>Hedging Instruments	Location of Gain (Loss)<br><br>Recognized in Income<br><br>on Derivatives	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
		2020		2019		2020			2019
Commodity contracts	Revenues	$	9	$	5	$	1		$	5
Commodity contracts	Cost of materials<br><br>and other	140		72		(12		)	1
Commodity contracts	Operating expenses<br><br>(excluding depreciation<br><br>and amortization expense)	4		—		2			—
Foreign currency contracts	Cost of materials<br><br>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.
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•	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.
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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<br><br>Diesel		Ethanol			Corporate<br><br>and<br><br>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<br><br>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<br><br>depreciation and amortization expense reflected<br><br>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<br><br>interest												(142		)
Income before income tax expense												1,674
Income tax expense												339
Net income												1,335
Less: Net income attributable to noncontrolling<br><br>interests (a)												82
Net income attributable to<br><br>Valero Energy Corporation stockholders												$	1,253

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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<br><br>Diesel		Ethanol		Corporate<br><br>and<br><br>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<br><br>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<br><br>depreciation and amortization expense reflected<br><br>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<br><br>interest										(112		)
Income before income tax expense										808
Income tax expense										160
Net income										648
Less: Net income attributable to noncontrolling<br><br>interests										36
Net income attributable to<br><br>Valero Energy Corporation stockholders										$	612

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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<br><br>(MMBtu))	1.65			2.46			(0.81		)
Product margins (dollars per barrel)
U.S. Gulf Coast:
Conventional Blendstock of Oxygenate Blending<br><br>(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<br><br>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<br><br>(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<br><br>(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<br><br>amortization expense)	1,027			1,175		(148		)
General and administrative expenses (excluding depreciation<br><br>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

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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<br><br>expense reflected below)	928			1,026		(98		)
Depreciation and amortization expense	533			518		15
Throughput volumes (thousand barrels per day) (see note (e)<br><br>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

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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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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<br><br>expense reflected below)	20		17		3
Depreciation and amortization expense	12		12		—
Sales volumes (thousand gallons per day) (see note (e)<br><br>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.
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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<br><br>expense reflected below)	79			132		(53		)
Depreciation and amortization expense	21			22		(1		)
Production volumes (thousand gallons per day) (see note (e)<br><br>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<br><br>Diesel		Ethanol			Corporate<br><br>and<br><br>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<br><br>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<br><br>depreciation and amortization expense reflected<br><br>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<br><br>interest												(267		)
Loss before income tax benefit												(696		)
Income tax benefit												(277		)
Net loss												(419		)
Less: Net income attributable to noncontrolling<br><br>interests (a)												179
Net loss attributable to<br><br>Valero Energy Corporation stockholders												$	(598	)

___________________

See note references on pages 56 through 60.

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First Six Months Results -

Financial Highlights By Segment and Total Company (continued)

(millions of dollars)

	Six Months Ended June 30, 2019
	Refining		Renewable<br><br>Diesel		Ethanol		Corporate<br><br>and<br><br>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<br><br>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<br><br>depreciation and amortization expense reflected<br><br>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<br><br>interest										(224		)
Income before income tax expense										1,026
Income tax expense										211
Net income										815
Less: Net income attributable to noncontrolling<br><br>interests										62
Net income attributable to<br><br>Valero Energy Corporation stockholders										$	753

___________________

See note references on pages 56 through 60.

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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		)

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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<br><br>(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 Blender’s Tax Credit is Attributable
	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
	2020		2019		2020		2019
Reportable segments to which blender’s<br><br>tax credit is attributable
Refining	$	4	$	4	$	4	$	9
Renewable diesel	72		68		151		140
Total	$	76	$	72	$	155	$	149
Interests to which blender’s tax credit is<br><br>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
---	---

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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<br>June 30,					Six Months Ended<br>June 30,
---	---	---	---	---	---	---	---	---	---	---
	2020			2019		2020			2019
Reconciliation of total company operating income<br><br>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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◦	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<br>June 30,					Six Months Ended<br>June 30,
---	---	---	---	---	---	---	---	---	---	---
	2020			2019		2020			2019
Reconciliation of refining operating income (loss)<br><br>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<br>June 30,				Six Months Ended<br>June 30,
---	---	---	---	---	---	---	---	---
	2020		2019		2020		2019
Reconciliation of renewable diesel operating income<br><br>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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◦	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<br>June 30,					Six Months Ended<br>June 30,
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	2020			2019		2020			2019
Reconciliation of ethanol operating income (loss)<br><br>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.
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	Three Months Ended<br>June 30,					Six Months Ended<br>June 30,
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	2020			2019		2020			2019
Reconciliation of refining operating income (loss)<br><br>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<br><br>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<br>June 30,				Six Months Ended<br>June 30,
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	2020		2019		2020		2019
Reconciliation of renewable diesel operating income<br><br>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<br><br>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.
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	Three Months Ended<br>June 30,					Six Months Ended<br>June 30,
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	2020			2019		2020			2019
Reconciliation of ethanol operating income (loss)<br><br>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<br><br>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<br><br>amortization expense)	2,151			2,390		(239		)
General and administrative expenses (excluding depreciation<br><br>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<br><br>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)<br><br>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.
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◦	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.
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•	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.
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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<br><br>expense reflected below)	40		36		4
Depreciation and amortization expense	23		23		—
Sales volumes (thousand gallons per day) (see note (e)<br><br>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.
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•	Lower renewable diesel prices had an unfavorable impact of approximately $23 million.
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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<br><br>expense reflected below)	188			257		(69		)
Depreciation and amortization expense	43			45		(2		)
Production volumes (thousand gallons per day) (see note (e)<br><br>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

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(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<br>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.

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(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
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•	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

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

•	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.
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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, <br>2020			December 31,<br><br>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<br>of 2020 (a)			2021			2022			2023			2024			There-<br><br>after			Total (b)			Fair<br><br>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-<br><br>after			Total (b)			Fair<br><br>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 /Pay CAD		Receive /Pay		Receive CAD/Pay	Receive /Pay
June 30, 2020
Contract amount
Weighted-average<br><br>contractual exchange rate	0.73784		1.24368		0.72406	1.25887
Fair value							)
December 31, 2019
Contract amount
Weighted-average<br><br>contractual exchange rate	0.75911		1.31201		0.76217	—
Fair value		)		)

All values are in US Dollars.

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.

Table of Contents

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<br><br>of Shares<br><br>Purchased	Average<br><br>Price Paid<br><br>per Share		Total Number of<br><br>Shares Not<br><br>Purchased as Part of<br><br>Publicly Announced<br><br>Plans or Programs (a)	Total Number of<br><br>Shares Purchased as<br><br>Part of Publicly<br><br>Announced Plans or<br><br>Programs	Approximate Dollar<br><br>Value of Shares that<br><br>May Yet Be Purchased<br><br>Under the Plans or<br><br>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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Table of Contents

ITEM 6.	EXHIBITS
Exhibit<br><br>No.	Description
---	---
10.1	$875,000,000 364-Day Revolving Credit Agreement, dated as of April 13, 2020, among Valero Energy Corporation, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; and the lenders named therein–incorporated by reference to Exhibit 10.1 to Valero’s Current Report on Form 8-K dated and filed April 13, 2020 (SEC File No. 001-13175).
10.2	Valero Energy Corporation 2020 Omnibus Stock Incentive Plan–incorporated by reference to Appendix A to Valero’s Definitive Proxy Statement on Schedule14A, filed March 19, 2020 (SEC File No. 001-13175).
10.3	Letter Agreement, dated June 18, 2020, between Valero Energy Corporation and Donna M. Titzman–incorporated by reference to Exhibit 10.1 to Valero’s Current Report on Form 8-K dated June 18, 2020, and filed June 22, 2020 (SEC File No. 001-13175).
*31.01	Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer.
*31.02	Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer.
**32.01	Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002).
***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.
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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<br><br>(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

		Exhibit

Exhibit 31.01

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph W. Gorder, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 30, 2020

/s/ Joseph W. Gorder
Joseph W. Gorder<br>Chief Executive Officer

		Exhibit

Exhibit 31.02

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jason W. Fraser, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 30, 2020

/s/ Jason W. Fraser
Jason W. Fraser<br><br>Executive Vice President and Chief Financial Officer

		Exhibit

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Valero Energy Corporation (the Company) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
/s/ Joseph W. Gorder
---
Joseph W. Gorder
Chief Executive Officer
July 30, 2020

A signed original of the written statement required by Section 906 has been provided to Valero Energy Corporation and will be retained by Valero Energy Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
/s/ Jason W. Fraser
---
Jason W. Fraser
Executive Vice President and Chief Financial Officer
July 30, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number 001-13175

VALERO ENERGY CORPORATION

One Valero Way

San Antonio, Texas

78249

(210) 345-2000

407,757,274

VALERO ENERGY CORPORATION

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VALERO ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

See Condensed Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

See Condensed Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See Condensed Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

See Condensed Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

See Condensed Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

See Condensed Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

General

Reclassifications

Significant Accounting Policies

Use of Estimates

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Adoption of Accounting Pronouncements

Overview

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Impairment Analysis of Long-Lived Assets

Impairment Analysis of Goodwill

Inventory Valuation

$42.25

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Lease Costs and Other Supplemental Information

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant Lease Commencement

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maturity Analysis

Public Debt

2.700

2.850

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Credit Facilities

Summary of Credit Facilities

364-day Revolving Credit Facility

364

0.150

1.700

VALERO ENERGY CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts Receivable Sales Facility

1.5221

2.5275