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 trading symbol “VLO.”

As of January 31, 2019, there were 5,271 holders of record of our common stock.

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 2018.



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 2018	939,957	$	87.23	8,826	931,131	$2.7 billion
November 2018	3,655,945	$	87.39	216,469	3,439,476	$2.4 billion
December 2018	3,077,364	$	73.43	4,522	3,072,842	$2.2 billion
Total	7,673,266	$	81.77	229,817	7,443,449	$2.2 billion


(a)	The shares reported in this column represent purchases settled in the fourth quarter of 2018 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 2018 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 (the 2018 Program), with no expiration date, which was in addition to the remaining amount available under a $2.5 billion program authorized on September 21, 2016 (the 2016 Program). During the fourth quarter of 2018, we completed our purchases under the 2016 Program. As of December 31, 2018, we had $2.2 billion remaining available for purchase under the 2018 Program.

(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 (the 2018 Program), with no expiration date, which was in addition to the remaining amount available under a $2.5 billion program authorized on September 21, 2016 (the 2016 Program). During the fourth quarter of 2018, we completed our purchases under the 2016 Program. As of December 31, 2018, we had $2.2 billion remaining available for purchase under the 2018 Program.

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, 2013 and ending December 31, 2018. Our peer group comprises the following eight companies: 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,
	2013		2014		2015		2016		2017		2018
Valero Common Stock	$	100.00	$	100.24	$	147.15	$	148.30	$	207.60	$	174.97
S&P 500	100.00		113.69		115.26		129.05		157.22		150.33
Peer Group	100.00		91.36		80.82		97.00		122.98		114.59


(a)	Assumes that an investment in Valero common stock and each index was $100 on December 31, 2013. “Cumulative total return” is based on share price appreciation plus reinvestment of dividends from December 31, 2013 through December 31, 2018.

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