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FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-13175
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1828067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Valero Way
San Antonio, Texas 78249
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (210) 345-2000
Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.01 par value per share listed on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted 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 and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer þAccelerated filer oNon-accelerated filer oSmaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately $31.3 billion based on the last sales price
quoted as of June 30, 2015 on the New York Stock Exchange, the last business day of the registrant’s most recently completed second fiscal quarter.
As of January 29, 2016, 470,392,665 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
We intend to file with the Securities and Exchange Commission a definitive Proxy Statement for our Annual Meeting of Stockholders scheduled for May 12,
2016, at which directors will be elected. Portions of the 2016 Proxy Statement are incorporated by reference in Part III of this Form 10-K and are deemed to be
a part of this report.

Table of contents

  • Page 1
    ... ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 1-13175 VALERO ENERGY CORPORATION (Exact name of registrant as specified in...

  • Page 2
    ... Policy Accountant Fees and Services Copies of all documents incorporated by reference, other than exhibits to such documents, will be provided without charge to each person who receives a copy of this Form 10-K upon written request to Valero Energy Corporation, Attn: Secretary, P.O. Box 696000, San...

  • Page 3
    ... Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial...

  • Page 4
    ...gasolines, gasoline meeting the specifications of the California Air Resources Board (CARB), diesel, low-sulfur diesel, ultra-low-sulfur diesel, CARB diesel, other distillates, jet fuel, asphalt, petrochemicals, lubricants, and other refined products. We market branded and unbranded refined products...

  • Page 5
    ...,000 135,000 100,000 1,720,000 U.S. Mid-Continent: Memphis McKee Ardmore Refinery U.S. Gulf Coast: Corpus Christi (b) Port Arthur St. Charles Texas City Houston Meraux Three Rivers Location Texas Texas Louisiana Texas Texas Louisiana Texas Tennessee Texas Oklahoma 195,000 200,000 90,000 485,000...

  • Page 6
    ... Texas crude oil is delivered via pipelines. The refineries' physical locations allow for the transfer of various feedstocks and blending components between them. The refineries produce gasoline, aromatics, jet fuel, diesel, and asphalt. Truck racks service local markets for gasoline, diesel, jet...

  • Page 7
    .... Port Arthur Refinery . Our Port Arthur Refinery is located on the Texas Gulf Coast approximately 90 miles east of Houston. The refinery processes heavy sour crude oils and other feedstocks into gasoline, diesel, and jet fuel. In 2015, we completed a 15,000 BPD hydrocracker expansion project at...

  • Page 8
    ... Ardmore Refinery is located in Oklahoma, approximately 100 miles south of Oklahoma City. It processes medium sour and sweet crude oils into gasoline, diesel, and asphalt. The refinery receives local crude oil and feedstock supply via third-party pipelines. Refined products are transported to market...

  • Page 9
    ... oils into gasoline, diesel, jet fuel, heating oil, and low-sulfur fuel oil. The refinery receives crude oil by ship at its deepwater dock on the St. Lawrence River or by pipeline/ship from western Canada. The refinery transports its products through our pipeline from Quebec City to our terminal...

  • Page 10
    ... high-sulfur crude oils. The refinery produces CARBOB gasoline, diesel, CARB diesel, jet fuel, and asphalt. The refinery is connected by pipeline to marine terminals and associated dock facilities that can move and store crude oil and other feedstocks. Refined products are distributed via pipeline...

  • Page 11
    ... multi-year contracts. For wholesale branded sites, we promote the Valero ®, Beacon ®, Diamond Shamrock ®, and Shamrock ® brands in the U.S. and the Caribbean, the Texaco ® brand in the U.K. and Ireland, and we license the Ultramar® brand in Canada. Bulk Sales and Trading We sell a significant...

  • Page 12
    ...is a midstream master limited partnership. Its common units, representing limited partner interests, are traded on the NYSE under the symbol "VLP." Its assets support the operations of our Ardmore, Corpus Christi, Houston, McKee, Memphis, Port Arthur, St. Charles, and Three Rivers Refineries. VLP is...

  • Page 13
    ... to use to facilitate corn supply transactions. After processing, our ethanol is held in storage tanks on-site pending loading to rail cars, trucks and barges. We sell our ethanol (i) to large customers-primarily refiners and gasoline blenders-under term and spot contracts, and (ii) in bulk markets...

  • Page 14
    ... Financial Statements and is incorporated herein by reference. Our patents relating to our refining operations are not material to us as a whole. The trademarks and tradenames under which we conduct our branded wholesale business-including Valero ®, Diamond Shamrock ®, Shamrock ®, Ultramar...

  • Page 15
    ...we refine. We may purchase our crude oil and other refinery feedstocks long before we refine them and sell the refined products. Price level changes during the period between purchasing feedstocks and selling the refined products from these feedstocks could have a significant effect on our financial...

  • Page 16
    ...in the future. Current and future legislative action and regulatory initiatives could result in changes to operating permits, material changes in operations, increased capital expenditures and operating costs, increased costs of the goods we sell, and decreased demand for our products that cannot be...

  • Page 17
    ...sites, have greater financial resources, or provide alternative energy sources may have a competitive advantage. The refining and marketing industry is highly competitive with respect to both feedstock supply and refined product markets. We compete with many companies for available supplies of crude...

  • Page 18
    ... and repair costs. Significant interruptions in our refining system could also lead to increased volatility in prices for crude oil feedstocks and refined products, and could increase instability in the financial and insurance markets, making it more difficult for us to access capital and to...

  • Page 19
    ...return on the capital to be employed in the project. Large-scale projects take many years to complete, and market conditions can change from our forecast. As a result, we may be unable to fully realize our expected returns, which could negatively impact our financial condition, results of operations...

  • Page 20
    ...types of risk are not effective, we may incur losses. In addition, we may be required to incur additional costs in connection with future regulation of derivative instruments to the extent it is applicable to us. One of our subsidiaries acts as the general partner of a publicly traded master limited...

  • Page 21
    ... and waste regulations at Premcor's Hartford, Illinois terminal and closed refinery. We are negotiating the terms of a consent order for corrective action. Bay Area Air Quality Management District (BAAQMD) (Benicia Refinery). We currently have multiple outstanding Violation Notices (VNs) issued by...

  • Page 22
    ... Quality (TCEQ) (Port Arthur Refinery). In our annual report on Form 10-K for the year ended December 31, 2014, we reported that we had received two proposed Agreed Orders from the TCEQ resolving multiple violations that occurred at our Port Arthur Refinery between May 2007 and April 2013...

  • Page 23
    ..., RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on the NYSE under the symbol "VLO." As of January 31, 2016, there were 5,911 holders of record of our common stock. The following table shows the high and low sales prices of and dividends declared on our...

  • Page 24
    ...behalf during the fourth quarter of 2015. Total Number of Shares Not Purchased as Part of Publicly Announced Plans or Programs (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs...

  • Page 25
    ... Western Refining, Inc. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN1 Among Valero Energy Corporation, the S&P 500 Index, and Peer Group As of December 31, 2010 Valero Common Stock S&P 500 Peer Group _____ 2011 $ 92.15 102.11 107.70 $ 2012 153.13 118.45 117.64 $ 2013 252.67 156.82 143.16 $ 2014...

  • Page 26
    ...amounts: Year Ended December 31, 2015 (a) Operating revenues Income from continuing operations Earnings per common share from continuing operations - assuming dilution Dividends per common share Total assets Debt and capital lease obligations, less current portion _____ 2014 $ 130,844 3,775 $ 2013...

  • Page 27
    ... or transport refined products or receive feedstocks; political and economic conditions in nations that produce crude oil or consume refined products; demand for, and supplies of, refined products such as gasoline, diesel, jet fuel, petrochemicals, and ethanol; demand for, and supplies of, crude oil...

  • Page 28
    ... in response to market conditions; the level of competitors' imports into markets that we supply; accidents, unscheduled shutdowns, or other catastrophes affecting our refineries, machinery, pipelines, equipment, and information systems, or those of our suppliers or customers; changes in the cost or...

  • Page 29
    ... table (in millions): Year Ended December 31, 2015 Operating income (loss) by business segment: Refining Ethanol Corporate Total $ 6,973 $ 142 (757) 6,358 $ 2014 5,884 $ 786 (768) 5,902 $ Change 1,089 (644) 11 456 $ However, excluding the effect of the lower of cost or market inventory valuation...

  • Page 30
    ... Consolidated Financial Statements. Outlook Energy markets and margins were volatile during 2015, and we expect them to continue to be volatile in the 2016. Below is a summary of factors that have impacted or may impact our results of operations during the first quarter of 2016: • Gasoline margins...

  • Page 31
    ..., and market prices that directly impact our operations. The narrative following these tables provides an analysis of our results of operations. 2015 Compared to 2014 Financial Highlights (millions of dollars, except per share amounts) Year Ended December 31, 2015 Operating revenues Costs and...

  • Page 32
    ..., except per barrel amounts) Year Ended December 31, 2015 Refining (c): Operating income Throughput margin per barrel (a) (b) (d) Operating costs per barrel: Operating expenses Depreciation and amortization expense Total operating costs per barrel Operating income per barrel Throughput volumes...

  • Page 33
    Table of Contents Refining Operating Highlights by Region (a) (b) (f) (millions of dollars, except per barrel amounts) Year Ended December 31, 2015 U.S. Gulf Coast: Operating income Throughput volumes (thousand BPD) Throughput margin per barrel (d) Operating costs per barrel: Operating expenses ...

  • Page 34
    _____ See note references on page 32. 30

  • Page 35
    ... oil Brent less LLS crude oil Brent less Mars crude oil Brent less Maya crude oil LLS crude oil LLS less Mars crude oil LLS less Maya crude oil WTI crude oil Natural gas (dollars per million British thermal units (MMBtu)) Products: U.S. Gulf Coast: CBOB gasoline less Brent Ultra-low-sulfur diesel...

  • Page 36
    ... Financial Statements. (c) The LIFO gain of $233 million recorded in 2014 (see note (a)) and the lower of cost or market inventory valuation adjustment of $790 million recorded in 2015 (see note (b)) are reflected in refining operating income and ethanol operating income for the years ended...

  • Page 37
    ... Wilmington Refineries. General Operating revenues decreased $43.0 billion (or 33 percent) and cost of sales decreased $44.3 billion (or 37 percent) for the year ended December 31, 2015 compared to the year ended December 31, 2014 primarily due to a decrease in refined product prices and crude oil...

  • Page 38
    ...impact of new capital projects that began operating in 2015 and higher refinery turnaround and catalyst amortization. Ethanol Ethanol segment operating income was $142 million in 2015 compared to $786 million in 2014. Excluding the effect of the lower of cost or market inventory valuation adjustment...

  • Page 39
    ...August 2014. We estimate that the increase in production volumes had a favorable impact to our ethanol margin of approximately $50 million. • • The $39 million decrease in operating expenses was primarily due to a $40 million decrease in energy costs related to lower natural gas prices ($2.58...

  • Page 40
    Table of Contents 2014 Compared to 2013 Financial Highlights (a) (millions of dollars, except per share amounts) Year Ended December 31, 2014 Operating revenues Costs and expenses: Cost of sales (b) Operating expenses: Refining Retail Ethanol General and administrative expenses Depreciation and ...

  • Page 41
    ...of dollars, except per barrel amounts) Year Ended December 31, 2014 Refining (d): Operating income Throughput margin per barrel (b) (e) Operating costs per barrel: Operating expenses Depreciation and amortization expense Total operating costs per barrel Operating income per barrel Throughput volumes...

  • Page 42
    Table of Contents Refining Operating Highlights by Region (b) (g) (millions of dollars, except per barrel amounts) Year Ended December 31, 2014 U.S. Gulf Coast (a): Operating income Throughput volumes (thousand BPD) Throughput margin per barrel (e) Operating costs per barrel: Operating expenses ...

  • Page 43
    38

  • Page 44
    ... WTI crude oil Brent less ANS crude oil Brent less LLS crude oil Brent less Mars crude oil Brent less Maya crude oil LLS crude oil LLS less Mars crude oil LLS less Maya crude oil WTI crude oil Natural gas (dollars per MMBtu) Products: U.S. Gulf Coast: CBOB gasoline less Brent Ultra-low-sulfur diesel...

  • Page 45
    ... operations and the operating highlights for the refining segment and the U.S. Gulf Coast region exclude the Aruba Refinery for all years presented.This transaction is more fully described in Note 2 of Notes to Consolidated Financial Statements. (b) Cost of sales for the year ended December 31, 2014...

  • Page 46
    ... region includes the Benicia and Wilmington Refineries. General Operating revenues decreased $7.2 billion (or 5 percent) for the year ended December 31, 2014 compared to the year ended December 31, 2013. This decrease was primarily due to a decrease in refined product prices in all of our regions...

  • Page 47
    ... Coast region primarily due to the decrease in refined product prices . For example, the Brent-based benchmark reference margin for U.S. Gulf Coast ultra-low sulfur diesel was $14.28 per barrel in 2014 compared to $15.95 per barrel in 2013, representing an unfavorable decrease of $1.67 per barrel...

  • Page 48
    ... several large capital projects during 2013, including the new hydrocracker at our St. Charles Refinery, partially offset by a $20 million favorable impact from a decrease in average borrowings. Income tax expense increased $523 million in 2014 due to higher income from continuing operations before...

  • Page 49
    ... exceeding income tax liabilities incurred in 2014 due to the payment of liabilities associated with prior period earnings. The unfavorable effect in inventories was mainly due to the build in inventory volumes from 2013 to 2014 as we purchased crude oil at prices we deemed favorable during the...

  • Page 50
    ...Diamond Pipeline LLC (Diamond Pipeline), which was formed by Plains Pipeline, L.P. (Plains) to construct and operate a 440-mile, 20-inch crude oil pipeline expected to provide capacity of up to 200,000 BPD of domestic sweet crude oil from the Plains Cushing, Oklahoma terminal to our Memphis Refinery...

  • Page 51
    ...an accounts receivable sales facility with a group of third-party entities and financial institutions to sell eligible trade receivables on a revolving basis. In July 2015, we amended our agreement to decrease the facility from $1.5 billion to $1.4 billion and extended the maturity date to July 2016...

  • Page 52
    ... (a) fixed or minimum quantities to be purchased and (b) fixed or estimated prices to be paid based on current market conditions. Other Long-term Liabilities Our other long-term liabilities are described in Note 9 of Notes to Consolidated Financial Statements. For purposes of reflecting amounts for...

  • Page 53
    ... Notes to Consolidated Financial Statements. We believe, however, that a substantial portion of our international cash can be returned to the U.S. without significant tax consequences through means other than a repatriation of earnings. As of December 31, 2015, $1.7 billion of our cash and temporary...

  • Page 54
    ... 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. The following summary provides further information about our critical accounting policies that involve critical...

  • Page 55
    ... The lower of cost or market inventory valuation adjustment for the year ended December 31, 2015 is discussed in Note 6 of Notes to Consolidated Financial Statements. Property, Plant, and Equipment Depreciation of property assets used in our refining segment is recorded on a straight-line basis over...

  • Page 56
    ... 31, 2015 and net periodic benefit cost for the year ending December 31, 2016 (in millions): Other Postretirement Benefits 101 10 n/a $ 11 n/a 1 Pension Benefits Increase in projected benefit obligation resulting from: Discount rate decrease Compensation rate increase Health care cost trend rate...

  • Page 57
    ... previous year-end LIFO inventory levels and • forecasted feedstock and refined product purchases, refined product sales, natural gas purchases, and corn purchases to lock in the price of those forecasted transactions at existing market prices that we deem favorable. We use the futures markets for...

  • Page 58
    ... group to ensure compliance with our stated risk management policy that has been approved by our board of directors. The following sensitivity analysis includes all positions at the end of the reporting period with which we have market risk (in millions): Derivative Instruments Held For Non-Trading...

  • Page 59
    ...are sensitive to changes in interest rates. Principal cash flows and related weighted-average interest rates by expected maturity dates are presented. We had no interest rate derivative instruments outstanding as of December 31, 2015 or 2014. December 31, 2015 Expected Maturity Dates 2016 Fixed rate...

  • Page 60
    ... Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management believes that as of December 31, 2015, our internal control over financial reporting was effective based on those criteria. Our independent registered public accounting firm has...

  • Page 61
    ..., the financial position of Valero Energy Corporation and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles...

  • Page 62
    ... PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Valero Energy Corporation: We have audited Valero Energy Corporation (the Company's) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013...

  • Page 63
    ... of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated February 25, 2016 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP San Antonio, Texas February 25, 2016 58

  • Page 64
    ...-in capital Treasury stock, at cost; 200,462,208 and 159,202,872 common shares Retained earnings Accumulated other comprehensive loss Total Valero Energy Corporation stockholders' equity Noncontrolling interests Total equity Total liabilities and equity See Notes to Consolidated Financial Statements...

  • Page 65
    ... Contents VALERO ENERGY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Millions of Dollars, Except per Share Amounts) Year Ended December 31, 2015 Operating revenues (a) Costs and expenses: Cost of sales (excluding the lower of cost or market inventory valuation adjustment) Lower of cost or market...

  • Page 66
    Table of Contents VALERO ENERGY CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Millions of Dollars) Year Ended December 31, 2015 Net income Other comprehensive income (loss): Foreign currency translation adjustment Net gain (loss) on pension and other postretirement benefits Net gain ...

  • Page 67
    ... under purchase program Separation of retail business Net proceeds from initial public offering of common units of Valero Energy Partners LP Contributions from noncontrolling interests Other Other comprehensive income Balance as of December 31, 2013 Net income Dividends on common stock Stock-based...

  • Page 68
    62

  • Page 69
    ... VALERO ENERGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions of Dollars) Year Ended December 31, 2015 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense Lower of cost...

  • Page 70
    ... oil prices including the effect of quality differentials between grades of crude oil, the demand for and prices of refined products, industry supply capacity, and competitor refinery maintenance turnarounds. Reclassifications Certain amounts reported as of and for the year ended December 31, 2014...

  • Page 71
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Inventories Inventories are carried at the lower of cost or market. The cost of refinery feedstocks purchased for processing, refined products, and grain and ethanol inventories are determined under ...

  • Page 72
    ... activities at our refineries and ethanol plants and which are deferred when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs; • fixed-bed catalyst costs, representing the cost of catalyst that is changed out at periodic...

  • Page 73
    ... component parts can be used for extended and indeterminate periods of time as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain our refinery assets and continue making improvements to those assets based on technological advances. As a result, we...

  • Page 74
    ...Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Product Shipping and Handling Costs Costs incurred for shipping and handling of products are included in cost of sales. Environmental Compliance Program Costs We purchase credits in the open market to meet our...

  • Page 75
    ... financial statements to better understand the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. In July 2015, the effective date of the new standard was deferred by one year. As a result, the standard is effective for annual reporting periods...

  • Page 76
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) for certain money market funds. These provisions are effective for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, with early adoption ...

  • Page 77
    ...quantitative information about the effects of the accounting change on prior periods. Effective January 1, 2016, the adoption of this guidance on a retrospective basis will not materially affect our financial position and will not impact our results of operations. Upon adoption, our current deferred...

  • Page 78
    ...our Aruba Refinery, except for the associated crude oil and refined products terminal assets that we continue to operate. As a result, the refinery's results of operations have been presented in this report as discontinued operations for the years ended December 31, 2014 and 2013. The Aruba Refinery...

  • Page 79
    .... For the year ended December 31, 2013, the refinery had no operating revenues and $6 million of income before income tax expense. 3. SEPARATION OF RETAIL BUSINESS On May 1, 2013, we completed the separation of our retail business by creating an independent public company named CST Brands, Inc. (CST...

  • Page 80
    ... its employees and property. 4. VALERO ENERGY PARTNERS LP Description of Operations In July 2013, we formed Valero Energy Partners LP (VLP), a master limited partnership, to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and...

  • Page 81
    ...147 247 4,499 (35) 4,464 $ $ 2014 5,509 151 256 5,916 (37) 5,879 Changes in the allowance for doubtful accounts consisted of the following (in millions): Year Ended December 31, 2015 Balance as of beginning of year Increase in allowance charged to expense Accounts charged against the allowance, net...

  • Page 82
    ...of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. INVENTORIES Inventories consisted of the following (in millions): December 31, 2015 Refinery feedstocks Refined products and blendstocks Ethanol feedstocks and products Materials and supplies Inventories...

  • Page 83
    ... of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. PROPERTY, PLANT, AND EQUIPMENT Major classes of property, plant, and equipment, which include capital lease assets, consisted of the following (in millions): December 31, 2015 Land Crude oil processing...

  • Page 84
    .... During the years ended December 31, 2015, 2014, and 2013, there were no significant changes in our environmental liabilities or asset retirement obligations. See Note 2 for further information regarding the 2014 addition to our asset retirement obligations related to our Aruba Refinery. There are...

  • Page 85
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 10. DEBT AND CAPITAL LEASE OBLIGATIONS Debt, at stated values, and capital lease obligations consisted of the following (in millions): Final Maturity Bank credit facilities Senior Notes: 3.65% 4.5% ...

  • Page 86
    ... day of each fiscal quarter, and limitations on VLP's ability to pay distributions to its unitholders. During the year ended December 31, 2015, VLP borrowed $200 million under the VLP Revolver in connection with VLP's acquisition of the Houston and St. Charles Terminal Services Business and repaid...

  • Page 87
    ... date of November 2016. During the years ended December 31, 2015, 2014, and 2013, we had no borrowings or repayments under the Canadian Revolver. Accounts Receivable Sales Facility We have an accounts receivable sales facility with a group of third-party entities and financial institutions to sell...

  • Page 88
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Summary of Credit Facilities We had outstanding borrowings and letters of credit issued under our credit facilities as follows (in millions): December 31, 2015 Facility Amount Committed facilities: ...

  • Page 89
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) $58 million of short-term debt in cash. After paying $19 million of fees, we recognized a $325 million nontaxable gain. Non-Bank Debt During the year ended December 31, 2015, we issued $600 million of...

  • Page 90
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 11. COMMITMENTS AND CONTINGENCIES Operating Leases We have long-term operating lease commitments for land, office facilities and equipment, transportation equipment, time charters for ocean-going ...

  • Page 91
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Environmental Matters Hartford Matters We are involved, together with several other companies, in an environmental cleanup in the Village of Hartford, Illinois (the Village) and recently, one of these...

  • Page 92
    ... and the $3 billion program during 2015. On July 13, 2015, our board of directors authorized us to purchase an additional $2.5 billion of our outstanding common stock with no expiration date. During the years ended December 31, 2015, 2014, and 2013, we purchased $2.7 billion, $1.2 billion, and $692...

  • Page 93
    ... VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Common Stock Dividends On January 21, 2016, our board of directors declared a quarterly cash dividend of $0.60 per common share payable March 3, 2016 to holders of record at the close of business on February 9, 2016...

  • Page 94
    ...Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Before-Tax Amount Year Ended December 31, 2014: Foreign currency translation adjustment Pension and other postretirement benefits: Loss arising during the year related to: Net actuarial loss Prior service cost...

  • Page 95
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accumulated Other Comprehensive Income WLoss) Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows (in millions): Foreign Currency Translation Adjustment ...

  • Page 96
    ... loss Prior service credit Curtailment and settlement Year Ended December 31, 2015 2014 2013 Affected Line Item in the Statement of Income $ (62) $ 40 (7) (29) 10 (34) $ 40 (3) 3 (2) 1 $ (57) (a) 33 (a) (1) (a) (25) Total before tax 8 Tax (expense) benefit (17) Net of tax $ Losses on cash flow...

  • Page 97
    ... U.S. employees who work in our refining segment and corporate operations. Benefits under our primary pension plan changed from a final average pay formula to a cash balance formula with staged effective dates that commenced either on July 1, 2013 or January 1, 2015 depending on the age and service...

  • Page 98
    ...Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The changes in benefit obligation related to all of our defined benefit plans, the changes in fair value of plan assets(a), and the funded status of our defined benefit plans as of and for the years ended were...

  • Page 99
    ... 31, 2015 Projected benefit obligation Accumulated benefit obligation Fair value of plan assets $ 2,169 2,070 1,747 $ 2014 2,288 2,217 1,812 Benefit payments that we expect to pay, including amounts related to expected future services that we expect to receive are as follows for the years ending...

  • Page 100
    ... Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The components of net periodic benefit cost related to our defined benefit plans were as follows (in millions): Pension Plans Year Ended December 31, 2015 Components of net periodic benefit cost: Service cost...

  • Page 101
    ... VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The pre-tax amounts in accumulated other comprehensive income as of December 31, 2015 and 2014 that have not yet been recognized as components of net periodic benefit cost were as follows (in millions): Pension...

  • Page 102
    ...this yield curve reflect the current level of interest rates. The weighted-average assumptions used to determine the net periodic benefit cost for the years ended December 31, 2015, 2014, and 2013 were as follows: Pension Plans 2015 Discount rate Expected long-term rate of return on plan assets Rate...

  • Page 103
    ... pension plans that are not subject to funding requirements, and we do not fund our other postretirement benefit plans. Fair Value Measurements Using Level 1 Equity securities: U.S. companies(a) International companies Preferred stock Mutual funds: International growth Index funds(b) Corporate...

  • Page 104
    ...expected to earn long-term returns from capital appreciation and a growing stream of current income. This approach recognizes that assets are exposed to risk and the market value of the pension plans' assets may fluctuate from year to year. Risk tolerance is determined based on our financial ability...

  • Page 105
    ..., and $62 million for the years ended December 31, 2015, 2014, and 2013, respectively. 14. STOCK-BASED COMPENSATION Overview Under our 2011 Omnibus Stock Incentive Plan (the OSIP), various stock and stock-based awards may be granted to employees and non-employee directors. Awards available under the...

  • Page 106
    ... VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) market price of our common stock. A summary of the status of our restricted stock awards is presented in the table below. WeightedAverage Grant-Date Fair Value Per Share 41.96 70.07 41.72 41.42 57.15 Number of Shares...

  • Page 107
    ...): Year Ended December 31, 2015 U.S. operations International operations Income from continuing operations before income tax expense $ 5,327 644 5,971 $ 2014 4,677 875 5,552 $ 2013 3,531 445 3,976 213,299 96,845 78,417 388,561 Actual Conversion Rate 166.7% 200.0% 200.0% Number of Shares Issued...

  • Page 108
    ... ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following is a reconciliation of income tax expense computed by applying statutory income tax rates as reflected in the table below to actual income tax expense related to continuing operations (in millions): Year Ended...

  • Page 109
    ... 44 $ 1,189 $ $ International 84 24 - - (1) (22) - (20) 65 $ $ Total 1,320 86 (36) (114) 9 (32) (3) 24 1,254 Statutory income tax rates applicable to the countries in which we operate were as follows: Year Ended December 31, 2015 U.S. Canada U.K. Ireland Aruba 35% 15% 20% 13% 7% 2014 35% 15% 21% 13...

  • Page 110
    ... VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Components of income tax expense related to continuing operations were as follows (in millions): Year Ended December 31, 2015 U. S. Current: Country U.S. state / Canadian provincial Total current Deferred: Country...

  • Page 111
    ...Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Deferred Income Tax Assets and Liabilities The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in millions): December 31, 2015 Deferred...

  • Page 112
    ... of the Internal Revenue Code, we concluded that the refund claims included in the reconciliation below cannot be recognized in our financial statements. As a result, these amounts are not included in our uncertain tax position liabilities as of December 31, 2015, 2014, and 2013 even though...

  • Page 113
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following is a reconciliation of unrecognized tax benefits reflected in the table above to our uncertain tax position liabilities as of December 31, 2015 and 2014 that are reflected in Note 9 (in ...

  • Page 114
    ... ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16. EARNINGS PER COMMON SHARE Earnings per common share from continuing operations were computed as follows (dollars and shares in millions, except per share amounts): Year Ended December 31, 2015 Participating Securities...

  • Page 115
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 17. SEGMENT INFORMATION We have two reportable segments, refining and ethanol, as of December 31, 2015. Prior to May 1, 2013, we also had a retail segment. As discussed in Note 3, we completed the ...

  • Page 116
    ... of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table reflects activity related to continuing operations (in millions): Refining Year ended December 31, 2015: Total segment revenues Intersegment elimination Operating revenues from external...

  • Page 117
    ...), ultra-low-sulfur diesel, and gasoline blendstocks. We also produce a substantial slate of middle distillates, jet fuel, and petrochemicals, in addition to lube oils and asphalt. Other product revenues include such products as gas oils, No. 6 fuel oil, and petroleum coke. Operating revenues from...

  • Page 118
    ...net." Geographic information by country for long-lived assets consisted of the following (in millions): December 31, 2015 U.S. Canada U.K. Aruba Ireland Total long-lived assets Total assets by reportable segment were as follows (in millions): December 31, 2015 Refining Ethanol Corporate Total assets...

  • Page 119
    ... FINANCIAL STATEMENTS (Continued) 18. SUPPLEMENTAL CASH FLOW INFORMATION In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions): Year Ended December 31, 2015...

  • Page 120
    ... (in millions): Year Ended December 31, 2015 Interest paid in excess of amount capitalized Income taxes paid, net $ 416 2,093 $ 2014 392 1,624 $ 2013 361 387 Cash flows related to the discontinued operations of the Aruba Refinery were immaterial for the years ended December 31, 2014 and 2013. 19...

  • Page 121
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Recurring Fair Value Measurements The tables below present information (in millions) about our assets and liabilities recognized at their fair values in our balance sheets categorized according to the...

  • Page 122
    Table of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 2014 Fair Value Hierarchy Level 1 Assets: Commodity derivative contracts Physical purchase contracts Investments of certain benefit plans Total $ Level 2 Level 3 Total Gross Fair Value ...

  • Page 123
    ... of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) • contracts are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Environmental credit obligations represent our liability for the purchase of...

  • Page 124
    ...low level of credit risk of these assets combined with their short maturities and market interest rates (Level 1). • The fair value of debt is determined primarily using the market approach based on quoted prices provided by third-party brokers and vendor pricing services (Level 2). 20. PRICE RISK...

  • Page 125
    ... values. 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 products (primarily gasoline and distillate), grain (primarily corn), soybean oil, and natural gas used in our operations. To reduce...

  • Page 126
    ... VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) • Economic Hedges - Economic hedges represent commodity derivative instruments that are not designated as fair value or cash flow hedges and are used to manage price volatility in certain (i) feedstock and refined...

  • Page 127
    ... VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) • Trading Derivatives - Our objective for entering into commodity derivative instruments for trading purposes is to take advantage of existing market conditions related to future results of operations and cash...

  • Page 128
    ... 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. For the years ended December 31, 2015, 2014, and 2013, the cost of meeting our obligations under these compliance programs was $440...

  • Page 129
    ... 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...

  • Page 130
    ... of Contents VALERO ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For fair value hedges, no component of the derivative instruments' gains or losses was excluded from the assessment of hedge effectiveness for the years ended December 31, 2015, 2014, and 2013. There were...

  • Page 131
    ... ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 21. QUARTERLY FINANCIAL DATA (Unaudited) The following table summarizes quarterly financial data for the years ended December 31, 2015 and 2014 (in millions, except per share amounts). 2015 Quarter Ended March 31 Operating...

  • Page 132
    ... Public Accounting Firm. KPMG LLP's report on Valero's internal control over financial reporting appears in Item 8 beginning on page 57 of this report, and is incorporated herein by reference. (c) Changes in Internal Control over Financial Reporting. There has been no change in our internal...

  • Page 133
    ... of Valero Energy Corporation-incorporated by reference to Exhibit 3.02 to Valero's Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 1-13175). -- Certificate of Merger of Ultramar Diamond Shamrock Corporation with and into Valero Energy Corporation dated December...

  • Page 134
    ...to Valero's Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 113175). -- Fourth Certificate of Amendment (effective May 24, 2011) to Restated Certificate of Incorporation of Valero Energy Corporation- incorporated by reference to Exhibit 4.8 to Valero's Current Report on...

  • Page 135
    ...to Exhibit 10.10 to Valero's Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 1-13175). -- Form of Indemnity Agreement between Valero Energy Corporation (formerly known as Valero Refining and Marketing Company) and certain officers and directors-incorporated by reference...

  • Page 136
    ... Financial Officers-incorporated by reference to Exhibit 14.01 to Valero's Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 1-13175). -- Valero Energy Corporation subsidiaries. -- Consent of KPMG LLP dated February 25, 2016. -- Power of Attorney dated February 25, 2016...

  • Page 137
    ...Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VALERO ENERGY CORPORATION (Registrant) By: /s/ Joseph W. Gorder (Joseph W. Gorder) Chairman of the Board, President, and Chief Executive Officer Date...

  • Page 138
    ... Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Director Date February 25, 2016 February 25, 2016 February 25, 2016 Director February 25, 2016 Director February 25, 2016 Director February 25, 2016 Director February 25, 2016 Director February 25...

  • Page 139
    Exhibit 10.04 VALERO ENERGY CORPORATION 2011 OMNIBUS STOCK INCENTIVE PLAN (amended and restated effectdve February 25, 2016) Thds Valero Energy Corporatdon 2011 Omnibus Stock Incentive Plan (herednafter called the "Plan") was approved by the Company's stockholders and became effectdve on Aprdl 28, ...

  • Page 140
    ...the Company or any Subsdddary and actually becomes such an employee wdthdn the followdng sdx months. 2.16 "Fadr Market Value" of a share of Common Stock ds the mean of the hdghest and lowest prdces per share on the New York Stock Exchange on the pertdnent date, or dn the absence of reported sales on...

  • Page 141
    ... reductdon dn the Employee's base salary, annual dncentdve target opportundty, and/or long ‐term dncentdve target opportundty below the level at whdch the Employee was awarded compensatdon dmmeddately prdor to the Change of Control; (c) The Company's requdrdng that the Employee to be based at any...

  • Page 142
    ...determdned by the Commdttee dn the event of early retdrement. 2.37 "SAR" or "Stock Apprecdatdon Rdght" means the rdght to recedve a payment, dn cash and/or Common Stock, equal to the excess of the Fadr Market Value of a specdfded number of shares of Common Stock on the date the SAR ds exercdsed over...

  • Page 143
    ... make such... Plan that are based on the requdrements ...quotatdon system upon whdch the Company's ...Company dn dts treasury, or Common Stock purchased by the Company on the open market or otherwdse. Durdng the term of thds Plan, the Company wdll at all tdmes reserve and keep avadlable a number of shares...

  • Page 144
    ... such Stock Optdon or SAR. Any Shares repurchased by the Company on the open market usdng the proceeds from the exercdse of an Award shall not dncrease the number of Shares avadlable for the future grant of Awards. (c) (d) 5.4 Uncertdfdcated Shares. Shares dssued under the Plan wdll be regdstered...

  • Page 145
    ... dn connectdon wdth a corporate transactdon dnvolvdng the Company such as any stock ddvddend, stock spldt, extraorddnary cash ddvddend, recapdtaldzatdon, reorgandzatdon, merger, consolddatdon, spldt-up, spdn-off, combdnatdon, or exchange of shares, provdded that the terms of outstanddng Awards may...

  • Page 146
    ... to a Performance Award shall have a mdndmum Restrdctdon Perdod of three years from the Date of Grant, provdded that the Commdttee may provdde for earlder vestdng followdng a Change dn Control or upon an Employee's termdnatdon of employment by reason of death, ddsabdldty or Retdrement. Except...

  • Page 147
    ... number of shares of Common Stock havdng an aggregate Fadr Market Value (as of the date of the exercdse of the SAR) equal to the amount of cash otherwdse payable to the Partdcdpant wdth a cash settlement to be made for any fractdonal share dnterests, or the Company may settle such obldgatdon dn part...

  • Page 148
    ...current or deferred basds, except not for Stock Optdons and unvested SARs) and (dd) cash payments...end...part, or that all or any portdon may not be exercdsed untdl a date, or dates, subsequent to dts Date of Grant, or untdl the occurrence of one or more specdfded events, subject dn any case to the terms...

  • Page 149
    ...dts ordgdnal terms. Involuntary Termination for Cause (Exercisable Awards) . If a Partdcdpant's employment or servdce as a Non-Employee Ddrector ds dnvoluntardly termdnated by the Company for Cause: (d) that portdon of any Exercdsable Award that has not vested on or prdor to such date of termdnatdon...

  • Page 150
    ... dn accordance wdth procedures establdshed by the Company. On the Exercdse Date, the Partdcdpant shall deldver to the Company consdderatdon wdth a value equal to the total Optdon Prdce of the Shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order...

  • Page 151
    ... terms, for the Company or any Subsdddary: Increased revenue; Net dncome measures (dncluddng but not ldmdted to dncome after capdtal costs and dncome before or after taxes); Stock prdce measures (dncluddng but not ldmdted to growth measures and total stockholder return); Market share; Earndngs...

  • Page 152
    ... ddentdfded and quantdfded dn the Company's fdnancdal statements. Notwdthstanddng the foregodng, the Commdttee may, at dts sole ddscretdon, reduce the performance results upon whdch Awards are based under the Plan, to offset any undntended result(s) ardsdng from events not antdcdpated when the...

  • Page 153
    ... to make adjustments dn the terms, conddtdons, and crdterda of Awards dn recogndtdon of unusual or nonrecurrdng events (dncluddng the events descrdbed dn Sectdon 14 of the Plan) affectdng the Company, any Subsdddary, or the fdnancdal statements of the Company, or dn recogndtdon of changes dn...

  • Page 154
    ...whose employment has been termdnated as a result of a Change of Control, upon the Partdcdpant's request, for an amount of cash equal to the amount that could have been obtadned upon the exercdse, payment, or ddstrdbutdon of such rdghts had such Award been currently exercdsable or payable; or Page 16

  • Page 155
    ...dn kdnd (but excluddng the ddstrdbutdon of a cash ddvddend payable out of earned surplus and desdgnated as such) then dn such event the Optdon Prdces or SAR Prdces then dn effect wdth respect to each Stock Optdon or SAR shall be reduced, on the payment date of such ddstrdbutdon, dn proportdon to the...

  • Page 156
    ...ldmdtatdon of the foregodng: (a) (b) dn no event may Partdcdpant desdgnate, ddrectly or dnddrectly, the calendar year of any payment to be made hereunder; to the extent the Partdcdpant ds a "specdfded employee" wdthdn the meandng of Code Sectdon 409A, payments, df any, that constdtute a "deferral of...

  • Page 157
    ... of any shares of Common Stock. Such payment may be made dn cash, by check, or through the deldvery of shares of Common Stock owned by the Partdcdpant (whdch may be effected by the actual deldvery of shares of Common Stock by the Partdcdpant or by the Company's wdthholddng a number of shares to be...

  • Page 158
    ..., the "Company" shall mean the Company as heredn before defdned and any aforesadd successor to dts busdness and/or assets. 19.14 No Fractdonal Shares. No fractdonal Shares shall be dssued or deldvered pursuant to the Plan or any Award, and the Commdttee shall determdne whether cash, other securdtdes...

  • Page 159
    ..., this fore eust be coepleted, signed, and returned to Financial Benefits (San Antonio/Mailstation E1L or fax 210/345-3063) on or before December 1, 201g . If your fore is not tieely subeitted, you will not be eligible to participate in the Plan for the 2016 Plan Year. The Coepany has taken eeasures...

  • Page 160
    ... Market _ _ _ _ _% VFINX Vanguard Index 500 _ _ _ _ _% VQNPX Vanguard Growth and Income _____ 100 % I understand that the elections I have chosen on this form shall remain in effect until I make a directive to change. Participant's Signature Date Participant's Name Participant's Employee...

  • Page 161
    ... Valero Energy Corporation Deferred Compensation Plan Payment Election Upon Retirement DEEAULT PAYMENT IE NO ELECTION IS MADE: Fifteen annual installments commencing at date of retirement I elect that, upon retirement, the value of my Plan account related to deferrals made for the 2016 Plan Year...

  • Page 162
    ... 2016 deferrals is January 1, 2020.) Amount of Elective Deferral or Specified Date Total Amount of the Account (Whichever is Less NOTE: In order to be effective, this form must be completed, signed, and returned to Financial Benefits (San Antonio/Mailstation E1L) on or before December 1, 2015...

  • Page 163
    EXHIBIT 10.12 SCHEDULE OF INDEMNITY AGREEMENTS The following have executed Indemnity Agreements substantially in the form of the agreement attached as Exhibit 10.8 to Valero's Registration Statement on Form S-1 (SEC File No. 333-27013) filed May 13, 1997. Jay D. Browning Susan Kaufman Purcell

  • Page 164
    ... OF CONTROL AGREEMENTS (Tier I) The following have executed Change of Control Agreements substantially in the form of the agreement attached as Exhibit 10.15 to Valero's Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 1-13175). Michael S. Ciskowski Joseph W. Gorder

  • Page 165
    ...10.16 SCHEDULE OF CHANGE OF CONTROL AGREEMENTS (Tier II) The following have executed Change of Control Agreements substantially in the form of the agreement attached as Exhibit 10.16 to Valero's Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 1-13175). Jay D. Browning

  • Page 166
    ... AGREEMENTS The following have executed Amendments to Change of Control Severance Agreements substantially in the form of the amendment attached as Exhibit 10.17 to Valero's Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 1-13175). Jay D. Browning Michael S. Ciskowski...

  • Page 167
    ...01 VALERO ENERGY CORPORATION STATEMENTS ON COMPUTATION ON RATIO ON EARNINGS TO NIXED CHARGES (Millions of Dollars) Year Ended December 31, 2015 Earnings: Income from continuing operations before income tax expense, excluding income from equity investees Add: Fixed charges Amortization of capitalized...

  • Page 168
    ... DIAMOND ALTERNATIVE ENERGY OF CANADA INC. DIAMOND GREEN DIESEL HOLDINGS LLC DIAMOND GREEN DIESEL LLC DIAMOND K RANCH LLC DIAMOND OMEGA COMPANY, L.L.C. DIAMOND SHAMROCK REFINING COMPANY, L.P. DIAMOND UNIT INVESTMENTS, L.L.C. DSRM NATIONAL BANK EASTVIEW FUEL OILS LIMITED ENTERPRISE CLAIMS MANAGEMENT...

  • Page 169
    ... CANADA L.P. VALERO CAPITAL CORPORATION VALERO CARIBBEAN SERVICES COMPANY VALERO COKER CORPORATION ARUBA N.V. VALERO CUSTOMS & TRADE SERVICES, INC. VALERO ENERGY ARUBA II COMPANY VALERO ENERGY INC. VALERO ENERGY (IRELAND) LIMITED VALERO ENERGY LTD VALERO ENERGY PARTNERS GP LLC VALERO ENERGY PARTNERS...

  • Page 170
    ...L.L.C. VALERO REFINING-TEXAS, L.P. VALERO RENEWABLE FUELS COMPANY, LLC VALERO SECURITY SYSTEMS, INC. VALERO SERVICES, INC. VALERO SKELLYTOWN PIPELINE, LLC VALERO TEJAS COMPANY LLC VALERO TERMINALING AND DISTRIBUTION COMPANY VALERO TEXAS POWER MARKETING, INC. VALERO ULTRAMAR HOLDINGS INC. VALERO UNIT...

  • Page 171
    Exhibit 21.01 VEC TRUST IV VRG PROPERTIES COMPANY VTD PROPERTIES COMPANY WARSHALL COMPANY LLC Delaware Delaware Delaware Delaware

  • Page 172
    ...years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the December 31, 2015 annual report on Form 10-K of Valero Energy Corporation and subsidiaries. /s/ KPMG LLP San Antonio, Texas...

  • Page 173
    ... and report financial information; and (b) Any fraod, 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: Febroary 25, 2016 /s/ Joseph W. Gorder Joseph W. Gorder Chief Execotive Officer...

  • Page 174
    ... (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: February 25, 2016 /s/ Michael S. Ciskowski Michael S. Ciskowski Executive Vice President and Chief Financial Officer

  • Page 175
    ... respects, the financial condition and results of operations of the Company. /s/ Joseph W. Gorder Joseph W. Gorder Chief Executive Officer and President February 25, 2016 A signed original of the written statement required by Section 906 has been provided to Valero Energy Corporation and will be...

  • Page 176
    ... financial condition and results of operations of the Company. /s/ Michael S. Ciskowski Michael S. Ciskowski Executive Vice President and Chief Financial Officer February 25, 2016 A signed original of the written statement required by Section 906 has been provided to Valero Energy Corporation and...

  • Page 177