Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the NYSE under the symbol “VLO.”

As of January 31, 2018, there were 5,483 holders of record of our common stock.

The following table shows the high and low sales prices of and dividends declared on our common stock for each quarter of 2017 and 2016.



	Sales Prices of the Common Stock				Dividends Per Common Share
Quarter Ended	High		Low
2017:
December 31	$	93.18	$	75.84	$	0.70
September 30	77.77		64.22		0.70
June 30	68.39		60.69		0.70
March 31	71.40		64.45		0.70
2016:
December 31	$	69.85	$	52.51	$	0.60
September 30	58.08		46.88		0.60
June 30	64.06		49.91		0.60
March 31	72.49		52.55		0.60

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

Dividends are considered quarterly by the board of directors, may be paid only when approved by the board, and will depend on our financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements, and other factors and restrictions our board deems relevant. There can be no assurance that we will pay a dividend at the rates we have paid historically, or at all, in the future.

The following table discloses purchases of shares of our common stock made by us or on our behalf during the fourth quarter of 2017.



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Not Purchased as Part of Publicly Announced Plans or Programs (a)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
October 2017	515,762	$	77.15	292,145	223,617	$1.6 billion
November 2017	2,186,889	$	81.21	216,415	1,970,474	$1.4 billion
December 2017	2,330,263	$	87.76	798	2,329,465	$1.2 billion
Total	5,032,914	$	83.83	509,358	4,523,556	$1.2 billion


(a)	The shares reported in this column represent purchases settled in the fourth quarter of 2017 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.

(a)

The shares reported in this column represent purchases settled in the fourth quarter of 2017 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 September 21, 2016, we announced that our board of directors authorized our purchase of up to $2.5 billion of our outstanding common stock (the 2016 program) with no expiration date. As of December 31, 2017, we had $1.2 billion remaining available for purchase under the 2016 program. On January 23, 2018, we announced that our board of directors authorized our purchase of up to an additional $2.5 billion of our outstanding common stock with no expiration date.

(b)

On September 21, 2016, we announced that our board of directors authorized our purchase of up to $2.5 billion of our outstanding common stock (the 2016 program) with no expiration date. As of December 31, 2017, we had $1.2 billion remaining available for purchase under the 2016 program. On January 23, 2018, we announced that our board of directors authorized our purchase of up to an additional $2.5 billion of our outstanding common stock with no expiration date.

The following performance graph is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of Valero’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, respectively.

This performance graph and the related textual information are based on historical data and are not indicative of future performance. The following line graph compares the cumulative total return(a) on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (that we selected) for the five-year period commencing December 31, 2012 and ending December 31, 2017. Our peer group comprises the following nine companies: Andeavor; BP plc; CVR Energy, Inc.; Delek US Holdings, Inc.; HollyFrontier Corporation; Marathon Petroleum Corporation; PBF Energy Inc.; Phillips 66; and Royal Dutch Shell plc.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(a)

Among Valero Energy Corporation, the S&P 500 Index,

and Peer Group



	As of December 31,
	2012		2013		2014		2015		2016		2017
Valero Common Stock	$	100.00	$	165.00	$	165.40	$	242.80	$	244.71	$	342.54
S&P 500	100.00		132.39		150.51		152.59		170.84		208.14
Peer Group	100.00		121.56		111.98		100.82		119.45		151.71


(a)	Assumes that an investment in Valero common stock and each index was $100 on December 31, 2012. “Cumulative total return” is based on share price appreciation plus reinvestment of dividends from December 31, 2012 through December 31, 2017.

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