(a) 1. Financial Statements. The following consolidated financial statements of Valero Energy Corporation and its subsidiaries are included in Part II, Item 8 of this Form 10-K:
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| Management’s report on internal control over financial reporting | | | 61 | | |
| Reports of independent registered public accounting firm | | | 62 | | |
| Consolidated balance sheets as of December 31, 2020 and 2019 | | | 66 | | |
| Consolidated statements of income for the years ended December 31, 2020, 2019, and 2018 | | | 67 | | |
| Consolidated statements of comprehensive income for the years ended December 31, 2020, 2019, and 2018 | | | 68 | | |
| Consolidated statements of equity for the years ended December 31, 2020, 2019, and 2018 | | | 69 | | |
| Consolidated statements of cash flows for the years ended December 31, 2020, 2019, and 2018 | | | 70 | | |
| Notes to consolidated financial statements | | | 71 | | |
2. Financial Statement Schedules and Other Financial Information. No financial statement schedules are submitted because either they are inapplicable or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits. Filed as part of this Form 10-K are the following exhibits:
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| ++2.01 | | | — | | | Agreement and Plan of Merger, dated as of October 18, 2018, by and among Valero Energy Corporation; Forest Merger Sub, LLC; Valero Energy Partners LP; and Valero Energy Partners GP LLC–incorporated by reference to Exhibit 2.1 to Valero’s Current Report on Form 8-K dated and filed October 18, 2018 (SEC File No. 001-13175). | | |
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| 3.01 | | | — | | | Amended and Restated Certificate of Incorporation of Valero Energy Corporation, formerly known as Valero Refining and Marketing Company–incorporated by reference to Exhibit 3.1 to Valero’s Registration Statement on Form S-1 (SEC File No. 333-27013) filed May 13, 1997. | | |
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| 3.02 | | | — | | | Certificate of Amendment (July 31, 1997) to Restated Certificate of Incorporation 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. 001-13175). | | |
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| 3.03 | | | — | | | Certificate of Merger of Ultramar Diamond Shamrock Corporation with and into Valero Energy Corporation dated December 31, 2001–incorporated by reference to Exhibit 3.03 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2003 (SEC File No. 001-13175). | | |
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| 3.04 | | | — | | | Amendment (effective December 31, 2001) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.1 to Valero’s Current Report on Form 8-K dated December 31, 2001, and filed January 11, 2002 (SEC File No. 001-13175). | | |
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| 3.05 | | | — | | | Second Certificate of Amendment (effective September 17, 2004) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.04 to Valero’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (SEC File No. 001-13175). | | |
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| 3.06 | | | — | | | Certificate of Merger of Premcor Inc. with and into Valero Energy Corporation effective September 1, 2005–incorporated by reference to Exhibit 2.01 to Valero’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (SEC File No. 001-13175). | | |
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| 3.07 | | | — | | | Third Certificate of Amendment (effective December 2, 2005) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.07 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2005 (SEC File No. 001-13175). | | |
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| 3.08 | | | — | | | 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 Form 8-K dated and filed May 24, 2011 (SEC File No. 001-13175). | | |
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| 3.09 | | | — | | | Fifth Certificate of Amendment (effective May 13, 2016) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.02 to Valero’s Current Report on Form 8-K dated May 12, 2016, and filed May 18, 2016 (SEC File No. 001-13175). | | |
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| 3.10 | | | — | | | Amended and Restated Bylaws of Valero Energy Corporation–incorporated by reference to Exhibit 3.01 to Valero’s Current Report on Form 8-K dated September 20, 2017 and filed September 21, 2017 (SEC File No. 001-13175). | | |
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| 4.01 | | | — | | | Indenture dated as of December 12, 1997 between Valero Energy Corporation and The Bank of New York–incorporated by reference to Exhibit 3.4 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-56599) filed June 11, 1998. | | |
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| 4.02 | | | — | | | First Supplemental Indenture dated as of June 28, 2000 between Valero Energy Corporation and The Bank of New York (including Form of 7 3/4% Senior Deferrable Note due 2005)–incorporated by reference to Exhibit 4.6 to Valero’s Current Report on Form 8-K dated June 28, 2000, and filed June 30, 2000 (SEC File No. 001-13175). | | |
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| 4.03 | | | — | | | Indenture (Senior Indenture) dated as of June 18, 2004 between Valero Energy Corporation and Bank of New York–incorporated by reference to Exhibit 4.7 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, 2004. | | |
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| 4.04 | | | — | | | Form of Indenture related to subordinated debt securities–incorporated by reference to Exhibit 4.8 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, 2004. | | |
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| 4.05 | | | — | | | Indenture dated as of March 10, 2015 between Valero Energy Corporation and U.S. Bank National Association, as trustee-incorporated by reference to Exhibit 4.1 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-202635) filed March 10, 2015. | | |
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| 4.06 | | | — | | | Indenture, dated as of November 30, 2016, between Valero Energy Partners LP, as issuer, and U.S. Bank National Association, as trustee–incorporated by reference to Exhibit 4.1 to Valero Energy Partners LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration File No. 333-208052) filed November 30, 2016. | | |
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| 4.07 | | | — | | | First Supplemental Indenture (with Parent Guarantee), dated as of January 10, 2019, among Valero Energy Partners LP, as issuer; Valero Energy Corporation, as parent guarantor; and U.S. Bank National Association, as trustee–incorporated by reference to Exhibit 4.2 to Valero’s Current Report on Form 8-K dated and filed January 10, 2019 (SEC File No. 001-13175). | | |
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| 4.08 | | | — | | | Specimen Certificate of Common Stock–incorporated by reference to Exhibit 4.1 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, 2004. | | |
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| 4.09 | | | — | | | Description of Valero Energy Corporation common stock, $0.01 par value–incorporated by reference to Exhibit 4.09 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2019 (SEC File No. 001-13175). | | |
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| +10.01 | | | — | | | Valero Energy Corporation Annual Bonus Plan, amended and restated as of February 28, 2018–incorporated by reference to Exhibit 10.01 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2017 (SEC File No. 001-13175). | | |
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| +10.02 | | | — | | | Valero Energy Corporation 2011 Omnibus Stock Incentive Plan, amended and restated February 25, 2016–incorporated by reference to Exhibit 10.04 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2015 (SEC File No. 001-13175). | | |
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| +10.03 | | | — | | | Valero Energy Corporation 2020 Omnibus Stock Incentive Plan–incorporated by reference to Appendix A to Valero’s Definitive Proxy Statement on Schedule 14A, filed March 19, 2020 (SEC File No. 001-13175). | | |
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| +10.04 | | | — | | | Valero Energy Corporation Deferred Compensation Plan, amended and restated as of January 1, 2008–incorporated by reference to Exhibit 10.04 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-13175). | | |
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| +10.05 | | | — | | | Valero Energy Corporation Amended and Restated Supplemental Executive Retirement Plan, amended and restated as of November 10, 2008–incorporated by reference to Exhibit 10.08 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-13175). | | |
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| +10.06 | | | — | | | Valero Energy Corporation Excess Pension Plan, as amended and restated effective December 31, 2011–incorporated by reference to Exhibit 10.10 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 001-13175). | | |
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| +10.07 | | | — | | | Form of Change of Control Severance Agreement (Tier I) between Valero Energy Corporation and executive officer–incorporated by reference to Exhibit 10.15 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 001-13175). | | |
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| +10.08 | | | — | | | Form of Amendment (dated January 7, 2013) to Change of Control Severance Agreements (to eliminate excise tax gross-up benefit)–incorporated by reference to Exhibit 10.17 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-13175). | | |
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| +10.09 | | | — | | | Form of Change of Control Severance Agreement (Tier II-A) between Valero Energy Corporation and executive officer–incorporated by reference to Exhibit 10.02 to Valero’s Current Report on Form 8-K dated November 2, 2016, and filed November 7, 2016 (SEC File No. 001-13175). | | |
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| *+10.10 | | | — | | | Schedule of Tier II-A Change of Control Agreements. | | |
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| +10.11 | | | — | | | Form of Amendment (dated January 17, 2017) to Change of Control Severance Agreements, amending Section 9 thereof–incorporated by reference to Exhibit 10.01 to Valero’s Current Report on Form 8-K dated and filed January 17, 2017 (SEC File No. 001-13175). | | |
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| +10.12 | | | — | | | Form of Performance Share Agreement (2019 and prior outstanding grants)–incorporated by reference to Exhibit 10.13 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2019 (SEC File No. 001-13175). | | |
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| *+10.13 | | | — | | | Form of Performance Share Agreement (current). | | |
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| +10.14 | | | — | | | Form of Stock Option Agreement–incorporated by reference to Exhibit 10.21 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 001-13175). | | |
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| +10.15 | | | — | | | Form of Performance Stock Option Agreement–incorporated by reference to Exhibit 10.21 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-13175). | | |
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| +10.16 | | | — | | | Form of Restricted Stock Agreement (2019 and prior outstanding grants)–incorporated by reference to Exhibit 10.25 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-13175). | | |
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| *+10.17 | | | — | | | Form of Restricted Stock Agreement (current). | | |
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| +10.18 | | | — | | | Long-Term Incentive Agreement dated as of December 18, 2019, between Valero Energy Corporation and R. Lane Riggs–incorporated by reference to Exhibit 10.17 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2019 (SEC File No. 001-13175). | | |
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| +10.19 | | | — | | | 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). | | |
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| +10.20 | | | — | | | Form of Stock Unit Award Agreement for Non-Employee Directors (standard)-incorporated by reference to Exhibit 10.01 to Valero’s Current Report on Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File No. 001-13175). | | |
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| +10.21 | | | — | | | Form of Stock Unit Award Agreement for Non-Employee Directors (with one-year hold provision)-incorporated by reference to Exhibit 10.02 to Valero’s Current Report on Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File No. 001-13175). | | |
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| 10.22 | | | — | | | Fourth Amended and Restated Revolving Credit Agreement, dated as of March 19, 2019, 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 March 19, 2019, and filed March 19, 2019 (SEC File No. 001-13175). | | |
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| 10.23 | | | — | | | $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). | | |
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| 14.01 | | | — | | | Code of Ethics for Senior 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. 001-13175). | | |
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| 14.02 | | | — | | | Valero Energy Corporation Code of Business Conduct and Ethics–incorporated by reference to Exhibit 14.1 to Valero’s Current Report on Form 8-K dated January 26, 2021, and filed January 29, 2021 (SEC File No. 001-13175). | | |
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| *21.01 | | | — | | | Valero Energy Corporation subsidiaries. | | |
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| *22.01 | | | — | | | Subsidiary Issuer of Guaranteed Securities. | | |
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| *23.01 | | | — | | | Consent of KPMG LLP dated February 23, 2021. | | |
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| *24.01 | | | — | | | Power of Attorney dated February 23, 2021 (on the signature page of this Form 10-K). | | |
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| *31.01 | | | — | | | Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive officer. | | |
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| *31.02 | | | — | | | Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial officer. | | |
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| **32.01 | | | — | | | Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002). | | |
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| *99.01 | | | — | | | Audit Committee Pre-Approval Policy. | | |
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| ***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. | | |
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| ***101.SCH | | | — | | | Inline XBRL Taxonomy Extension Schema Document. | | |
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| ***101.CAL | | | — | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | |
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| ***101.DEF | | | — | | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | |
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| ***101.LAB | | | — | | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | |
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| ***101.PRE | | | — | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | |
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| ***104 | | | — | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | |
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| * | | | Filed herewith. | | |
| ** | | | Furnished herewith. | | |
| *** | | | Submitted electronically herewith. | | |
| + | | | Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto. | | |
| ++ | | | Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to the U.S. SEC upon request. | | |
Pursuant to paragraph 601(b)(4)(iii)(A) of Regulation S-K, the registrant has omitted from the foregoing listing of exhibits, and hereby agrees to furnish to the U.S. SEC upon its request, copies of certain instruments, each relating to debt not exceeding 10 percent of the total assets of the registrant and its subsidiaries on a consolidated basis.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
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| | | VALERO ENERGY CORPORATION (Registrant) | | | | | |
| | | By: | | | /s/ Joseph W. Gorder | | |
| | | | | | (Joseph W. Gorder) | | |
| | | | | | Chairman of the Board and Chief Executive Officer | | |
Date: February 23, 2021
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph W. Gorder, Jason W. Fraser, and Richard J. Walsh, or any of them, each with power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent amendments and supplements to this Annual Report on Form 10-K, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby qualifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | | | | | Title | | | | | | Date | | |
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| /s/ Joseph W. Gorder | | | | | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February 23, 2021 | | |
| (Joseph W. Gorder) | | | | | | | | | | | | | | |
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| /s/ Jason W. Fraser | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February 23, 2021 | | |
| (Jason W. Fraser) | | | | | | | | | | | | | | |
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| /s/ H. Paulett Eberhart | | | | | | Director | | | | | | February 23, 2021 | | |
| (H. Paulett Eberhart) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Kimberly S. Greene | | | | | | Director | | | | | | February 23, 2021 | | |
| (Kimberly S. Greene) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Deborah P. Majoras | | | | | | Director | | | | | | February 23, 2021 | | |
| (Deborah P. Majoras) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Eric D. Mullins | | | | | | Director | | | | | | February 23, 2021 | | |
| (Eric D. Mullins) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Donald L. Nickles | | | | | | Director | | | | | | February 23, 2021 | | |
| (Donald L. Nickles) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Philip J. Pfeiffer | | | | | | Director | | | | | | February 23, 2021 | | |
| (Philip J. Pfeiffer) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Robert A. Profusek | | | | | | Director | | | | | | February 23, 2021 | | |
| (Robert A. Profusek) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Stephen M. Waters | | | | | | Director | | | | | | February 23, 2021 | | |
| (Stephen M. Waters) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Randall J. Weisenburger | | | | | | Director | | | | | | February 23, 2021 | | |
| (Randall J. Weisenburger) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| /s/ Rayford Wilkins, Jr. | | | | | | Director | | | | | | February 23, 2021 | | |
| (Rayford Wilkins, Jr.) | | | | | | | | | | | | | | |
filings.tools