Valero Energy (VLO) 10-K risk factor changes: FY2021 vs FY2020

Each of these risk factors could adversely affect our business, [removed: operating results, and/or] financial condition, [added: results of operations, and/or liquidity,] as well as adversely affect the value of an investment in our common stock or debt securities.

The [removed: outbreak of] [added: ongoing] COVID-19 [removed: has] [added: pandemic and the related events and circumstances have] had, and may continue to have, [removed: material adverse consequences for general economic, financial, and business conditions, and could materially and adversely affect] [added: negative impacts on] our business, financial condition, results of operations, and liquidity and those of our customers, suppliers, and other counterparties.

However, the adverse impacts of the economic effects from the COVID-19 pandemic [removed: and the uncertainty in the global oil markets] on our business have been and [removed: will likely] [added: may] continue to be significant.

The adverse effects of the COVID-19 pandemic on our business, financial condition, results of operations, and liquidity have also had, and may continue to have, the effect of heightening many of the other risks described in the other risk factors [removed: below, as those risk factors are amended or supplemented by][added: in this section.]

[added: Such risk factors may be amended or supplemented by] subsequent [removed: Quarterly Reports] [added: quarterly reports] on Form 10-Q and other reports and documents we file with the [removed: U.S.] SEC after the date of this [removed: Annual Report] [added: annual report] on Form [removed: 10-K for the year ended December 31, 2020.][added: 10-K.]

Our financial results are affected by the relationship, or margin, between our product prices and the prices for crude oil, corn, and other [removed: feedstocks.][added: feedstocks, which can vary based on global, regional, and local market conditions, as well as by type and class of product.]

Our cost to acquire feedstocks and the price at which we can ultimately sell products depend upon several factors beyond our control, including regional and global supply of and demand for crude oil, corn, [added: and] other feedstocks, gasoline, diesel, other [removed: refined petroleum products, and] [added: liquid transportation fuels (such as jet fuel,] renewable [added: diesel, and ethanol), and other] products.

We do not produce crude oil, corn, [added: waste and renewable feedstocks,] or [removed: all of our] other [added: primary] feedstocks and must purchase [added: nearly] all of the feedstocks we process.

A decline in market [removed: prices, as was experienced during much of 2020, negatively impacted, and may continue to] [added: prices could] negatively [removed: impact,] [added: impact] the carrying value of our inventories.

Economic [removed: turmoil] [added: turmoil, inflation, cybersecurity incidents,] and political unrest or hostilities, including the threat of future terrorist attacks, could affect the economies of the U.S. and other countries.

[removed: Lower levels of] economic activity could result in declines in energy consumption, including declines in the demand for and consumption of our products, which could cause our revenues and margins to decline and limit our future growth prospects.

Refining, renewable diesel, and ethanol margins also can be significantly impacted by [removed: additional conversion] [added: the addition of] capacity through the expansion of existing facilities or the construction of new refineries or plants.

Worldwide refining capacity expansions may result in refining production [removed: capability] [added: capacity] exceeding refined petroleum product demand, which would have an adverse effect on refining margins.

These crude oil feedstock differentials vary significantly depending on overall economic conditions and trends and conditions within the markets for crude oil and refined petroleum [removed: products, and have declined in certain periods, as was the case for much of 2020, and could again decline in the future.][added: products.]

Previous declines [added: in such differentials] have had, and any future declines would again have, a negative impact on our results of operations.

[removed: Legal, technological,] [added: Technological] and [removed: political developments] [added: industry developments,] and evolving [added: investor and] market sentiment regarding [removed: fuel efficiency] [added: fossil fuels] and [removed: low-carbon fuel standards] [added: GHG emissions,] may decrease the demand for our products and could adversely affect our performance.

Many state, provincial, and national governments across the world have imposed, and may impose in the future, increases in fuel economy standards, low-carbon fuel standards, restrictions on vehicles using [removed: petroleum-based] [added: liquid] fuel, and other policies or regulations (such as [added: tariffs,] tax [removed: incentives] [added: incentives,] or subsidies) aimed at steering the public towards less petroleum-dependent modes of transportation, which could reduce demand for our [removed: products.][added: liquid fuels.]

For example, in September [removed: 2020] [added: 2020,] the governor of California issued an executive order seeking to require that sales of all new passenger vehicles be zero-emission by 2035 and medium to [removed: heavy duty] [added: heavy-duty] vehicles be zero-emission by [removed: 2045] [added: 2045,] where feasible.

Other [added: U.S. and] governmental [removed: authorities,] [added: authorities across the world,] such as the U.K. and Quebec, have also announced [removed: intentions to adopt] similar [added: plans and/or] restrictions with respect to the sale of new [added: internal] combustion-engine vehicles.

A reduction in the demand for our products could [removed: also] result from a [removed: shift by consumers] [added: transition] to alternative fuel [added: vehicles by consumers, such as electric vehicles (EVs) and hybrid] vehicles, whether as a result of technological or scientific advances, [added: government mandates, or] consumer or investor sentiment towards [removed: our products] [added: fossil fuels] and [removed: their relationship to the environment, or legislation or regulation mandating or encouraging the use of alternative energy sources.][added: GHG emissions.]

It is not possible at this time to predict the ultimate form, timing, or extent of any such [removed: governmental, consumer, or investor actions.][added: developments.]

[removed: Developments with respect to low-carbon fuel policies] [added: Compliance with, or developments concerning, the Renewable] and [added: Low-Carbon Fuel Blending Programs, and other regulations, policies, and standards impacting] the [removed: market for alternative fuels may affect] demand for [removed: our renewable] [added: low-carbon] fuels [removed: and] could adversely affect our [removed: financial] performance.

[removed: Similarly, new or changing technologies may be developed, consumers may shift to alternative fuels or alternative fuel vehicles (such as electric or hybrid vehicles) other than the renewable fuels we produce, and] [added: Additionally,] there may be new entrants into the renewable fuels [removed: production] industry that could meet demand for lower-carbon transportation fuels and modes of transportation in a more efficient or less costly manner than our technologies and products, which could also have a material adverse effect on our [removed: renewable] [added: low-carbon] fuels businesses.

For instance, several other [removed: refiners] [added: companies] have made, or announced interest [removed: in,] [added: in making,] investments in renewable diesel projects.

Should these projects develop, we would face competition from them for feedstocks and [removed: customers.][added: customers, which could strain margins on the products we sell and limit the growth and profitability of our low-carbon fuels businesses.]

Investor [added: and market] sentiment towards climate change, fossil fuels, [added: GHG emissions, environmental justice,] and other ESG matters could adversely affect our business, cost of capital, and the price of our [added: common] stock and [removed: other] [added: debt] securities.

There have been efforts in recent [removed: years, which have intensified during the COVID-19 pandemic,] [added: years] aimed at the investment community, including investment advisors, sovereign wealth funds, [removed: public] pension funds, universities, and other groups, to promote the divestment of securities of energy companies, as well as to pressure lenders and other financial services companies to limit or curtail activities with energy companies.

If [removed: this] [added: these] or similar divestment efforts are continued, the price of our common stock or debt securities, and our ability to access capital markets or to otherwise obtain new investment or financing, may be negatively impacted.

Members of the investment community are also increasing their focus on ESG practices and disclosures, including [removed: practices and disclosures] [added: those] related to [removed: GHGs and] climate [removed: change] [added: change, GHG emissions targets, business resilience under the assumptions of demand-constrained scenarios, and net-zero ambitions] in the energy industry in particular, [removed: and diversity] [added: as well as diversity, equality,] and inclusion [removed: initiatives] [added: initiatives, political activities,] and governance standards among companies more generally.

As a result, we may face [added: negative publicity,] increasing pressure regarding our ESG practices and [removed: disclosures.][added: disclosures, and demands for ESG-focused engagement from investors, stakeholders, and other interested parties.]

[removed: Over the past few years there] [added: There] has also been an acceleration in investor demand for ESG investing opportunities, and many [removed: large] institutional investors have committed to increasing the percentage of their portfolios that are allocated towards ESG-focused investments.

As a result, there has been a proliferation of ESG-focused investment funds [added: and market participants] seeking ESG-oriented investment products.

If we are unable to meet the ESG standards or [removed: investment] [added: investment, lending, ratings,] or [removed: lending] [added: voting] criteria [added: and policies] set by these [removed: investors and funds,] [added: parties,] we may lose investors, investors may allocate a portion of their capital away from us, [added: we may become a target for ESG-focused activism,] our cost of capital may increase, the price of our [removed: common stock and debt] securities may be negatively impacted, and our reputation may also be negatively affected.

Disruption of our ability to obtain crude oil, [removed: rendered] [added: waste] and [removed: recycled materials,] [added: renewable feedstocks,] corn, and other feedstocks could adversely affect our [removed: operations*.*][added: operations.]

A significant portion of our [added: refining] feedstock requirements is satisfied through supplies originating in the Middle East, Africa, [added: Europe,] Asia, North America, and South America.

If we are unable to obtain adequate volumes or are able to obtain such volumes only at unfavorable prices, our [added: business, financial condition,] results of [removed: operations] [added: operations, and liquidity] could be materially adversely affected, including from reduced sales volumes of products or reduced margins as a result of higher costs.

[removed: In addition,] [added: Additionally,] the U.S. government can prevent or restrict us from doing business in or with other countries.

For instance, U.S. sanctions with respect to Iran and Venezuela [removed: currently] limit the ability of U.S. companies to engage in oil transactions involving these [removed: countries.][added: countries, and currently there is a possibility of increased sanctions against Russia as well as potential responsive countermeasures.]

These restrictions, and those of other governments, [removed: could] [added: may] limit our [removed: ability to gain] access to business opportunities in various countries.

Actions by [removed: both] the U.S. and other countries have affected our operations in the past and [removed: will] [added: may] continue to do so in the future.

We expect that the volume of renewable diesel produced by competitors will increase going forward, and as the market becomes more competitive, or if there are changes in the regulations, policies, and standards affecting the demand for low-carbon fuels, our Renewable Diesel segment may experience increased volatility in product margins.

Additionally, the regulations, policies, and standards discussed under “ITEMS 1.

and 2.

BUSINESS AND PROPERTIES—OUR COMPREHENSIVE LIQUID FUELS STRATEGY—*Regulations, Policies, and Standards Driving Low-Carbon Fuel Demand*” have had, and may continue to have, a significant impact on the market prices of the feedstocks for, and products produced by, our low-carbon fuels businesses.

Any adverse change in these regulations, policies, and standards, including the calculation of CI scores, or in our ability to obtain any approved fuel pathways, could have a material adverse effect on the margins we receive for our low-carbon products in certain markets.

Lower levels of

New or changing technologies may be developed that make alternative fuel vehicles more affordable or desirable, including improvements in battery and storage technology, increases to EV driving ranges, increased availability of charging stations and other necessary infrastructure, and increased inventory, which may cause some consumers to shift to alternative fuel vehicles, including vehicles that use alternative fuels other than the liquid fuels we produce.

Additionally, pension funds at the U.S. state and municipal level, as well as in other countries and jurisdictions across the world, particularly in Europe, have announced similar plans.

This could result in higher costs, disruption and diversion of management attention, an increased strain on our resources, and the implementation of certain ESG practices or disclosures that may present a heightened level of legal and regulatory risk, or that threaten our credibility with other investors and stakeholders.

Investors, stakeholders, and other interested parties are also increasingly focusing on issues related to environmental justice.

This may result in increased scrutiny, protests, and negative publicity with respect to our business and operations, and those of our counterparties, which could in turn result in the cancellation or delay of projects, the revocation or delay of permits, termination of contracts, lawsuits, regulatory action, and policy change that may adversely affect our business strategy, increase our costs, and adversely affect our reputation and financial performance.

Credit rating agencies are also increasingly using ESG as a factor in their assessments, which could impact our cost of capital or access to financing.

There has also been an increase in third-party providers of company ESG ratings, and more ESG-focused voting policies among proxy advisory firms, portfolio managers, and institutional investors.

Some investors and stakeholders are also increasingly focused on pursuing strategies centered on ESG-related activism.

At the onset of the COVID-19 pandemic in March 2020, governmental authorities around the world imposed restrictions, such as stay-at-home orders and other social distancing measures, to slow the spread of COVID-19.

Many companies and individuals implemented similar efforts.

These measures resulted in significant economic disruption globally as reduced economic activity negatively impacted many businesses, including ours.

During 2020, we experienced a decline in the demand for most of the liquid transportation fuels that we produce and sell, and thus also a decline in the market prices of those products, due to a decrease in the level of individual movement and travel resulting from the restrictions and general public health concerns.

Some governmental authorities began lifting restrictions in the latter part of 2020 and this continued to varying degrees throughout 2021.

These actions have contributed to increasing levels of individual movement and travel and a resulting increase in the demand for and market prices of our products.

However, some governmental authorities continue to impose some level of restrictions due in part to new outbreaks, including those related to new variants of the virus (such as the delta and omicron variants).

Additionally, the lingering effects of the COVID-19 pandemic and variants of the virus continue to negatively impact the level of air travel, global supply chains, and the labor market.

The distribution of vaccines beginning in late 2020 has helped decrease the rates and severity of infection and contributed to the lifting of many restrictions.

The ongoing distribution of vaccines may result in the continued lifting of restrictions globally and may be seen as a key factor contributing to the ongoing restoration of public confidence, and thus also to stimulating and increasing global economic activity.

However, the risk remains that vaccines may not be distributed widely on a timely basis, they may not be as effective against new variants of the virus, and/or the level of individuals’ willingness to receive a vaccine may not be as strong or as timely as needed.

Additionally, some governmental authorities have announced requirements and mandates, including steep fines for noncompliance, on employers concerning workforce vaccination and testing.

Many large companies across the world, independent of such government regulations, have also begun implementing vaccine requirements and mandates for their workforces, or as a prerequisite to providing customers certain goods and services in person.

These requirements and mandates have evoked mixed reactions and have created additional challenges and costs, both administratively and operationally, for employers (including us and our counterparties) and their workforces.

Developments with respect to such requirements and mandates are evolving at a rapid pace and the ultimate impact thereof remains uncertain.

The ultimate outcome of the uncertainties and other unforeseen effects of the COVID-19 pandemic could result in many adverse consequences including, but not limited to, reduced availability of critical staff necessary to maintain operations, disruption or delays to supply chains for critical equipment or feedstock, inflation, reduced economic activity and individual movement that negatively impact demand for our products, and increased administrative, compliance, and operational costs.

Our operations depend on natural gas and electricity, and such dependency could materially adversely affect our business, financial condition, results of operations, and liquidity.

Our operations depend on the use of natural gas and electricity.

We consume a significant volume of natural gas and a significant amount of electricity to operate our refineries and plants, and natural gas and

electricity prices represent a large cost to our operations.

We also purchase other commodities whose price may vary depending on the price of natural gas or electricity.

Prices for both natural gas and electricity can be volatile and therefore represent ongoing challenges to our operating results.

Additionally, the availability of natural gas and electricity can be affected by weather (such as Winter Storm Uri in 2021), pipeline interruptions, grid outages, and logistics disruptions.

As electrification continues to grow, or if there are increased restrictions or costs imposed on the ability of electric utilities to utilize certain energy sources, there will likely be increased strains on, and risk to the integrity and resilience of, electrical grids, and natural gas and electricity supplies around the world, which could negatively affect the cost, reliability, and availability of our natural gas and electricity supplies.

Additionally, increased governmental regulations and public opposition to pipeline and electricity generation and transmission projects may result in the underinvestment in, or unavailability of, the logistics assets and infrastructure necessary to obtain natural gas feedstocks and electricity in a reliable and cost-efficient manner.

Although we actively manage these costs through contracting and hedging our exposure to price volatility when appropriate, and by pursuing projects that reduce our reliance on third parties and fortify the resilience of our assets, increases in prices for natural gas and electricity, or disruptions to sources of natural gas and electricity supply, could materially and adversely affect our business, financial condition, results of operations, and liquidity.

Risks Related to COVID-19

The outbreak of COVID-19 and the responses of governmental authorities and companies, as well as the self-imposed restrictions by many individuals across the world to stem the spread of the virus, have significantly reduced global economic activity; as a result, there has been a dramatic decrease in the number of businesses open for operation, and substantially fewer people across the world have been traveling to work or leaving their homes to procure or provide goods and services.

This has resulted, for example, in a dramatic reduction in airline flights and has reduced the number of cars on the road.

As a result, there has been a decline in the demand for, and thus also the market prices of, crude oil and certain of our products, particularly the refined petroleum products that we manufacture and sell.

Concerns over the negative effects of the COVID-19 pandemic on economic and business prospects across the world have contributed to increased market and crude oil price volatility and have diminished expectations for the global economy.

These factors, coupled with the emergence of decreasing business and consumer confidence and increasing unemployment resulting from the COVID-19 outbreak and the increase in crude oil price volatility, have precipitated an economic slowdown.

The current economic slowdown and period of depressed prices for crude oil and most of our products has had, and may continue to have, significant adverse consequences on our financial condition and the financial condition of our customers, suppliers, and other counterparties.

This has also had, and may continue to have, a

negative effect on our liquidity and our ability to obtain adequate crude oil volumes and other feedstock supplies and to market certain of our products at favorable prices, or at all.

Declines in the market prices of crude oil, other feedstocks, and products below their carrying values in our inventory have required, and may continue to require, us to make certain valuation adjustments (e.g., lower of cost or market (LCM) inventory valuation adjustments) to write down the value of our inventories.

This has in turn had, and may continue to have, a negative impact on our operating income.

The decline in the price of the refined products we sell and the feedstocks we purchase has had, and may continue to have, an adverse impact on other areas of our business and results of operation, such as our revenues and cost of sales.

In addition, a sustained period of low crude oil prices, such as we experienced in 2020, may also result in significant financial constraints on certain producers from which we acquire our crude oil, which could result in long term crude oil supply constraints for our business.

Such conditions could also result in an increased risk that customers, lenders, service and insurance providers, and other counterparties, such as counterparties to our commodity hedging or derivative instruments, or other agreements vital to our operations, may be unable to fully fulfil their obligations in a timely manner, or at all.

Any of the foregoing events or conditions, or other unforeseen consequences of COVID-19, could significantly adversely affect our business and financial condition and the business and financial condition of our customers, suppliers, and other counterparties.

While in the latter part of the second quarter of 2020 certain governmental authorities in the U.S. and abroad began lifting many of the restrictions put in place to slow the spread of COVID-19, which resulted in an increase in the demand and market prices for most of our products relative to what we experienced during the first several months of the pandemic, developments with respect to COVID-19 have been occurring at a rapid pace and the risk remains that circumstances could change.

For instance, many locations where restrictions were lifted, and others where the restrictions were more moderately lifted (such as California in our U.S. West Coast region, and New York, Canada, and the U.K. in our North Atlantic region), have experienced a resurgence in the spread of COVID-19 prompting many governmental authorities to re-impose certain restrictions that had previously been lifted or softened.

In addition, in December 2020, the U.S. Food and Drug Administration (FDA) and Canadian and U.K. regulators each granted emergency-use authorization for multiple COVID-19 vaccines to be used as immunization against the virus.

Although these vaccines may be seen as a key factor in helping to restore public confidence, and thus stimulate and increase economic activity, potentially to pre-pandemic levels, they may not be distributed widely on a timely basis and they may not be effective against new variants of the COVID-19 virus.

Many uncertainties remain with respect to COVID-19, including its resulting economic effects, and we are unable to predict the ultimate economic impacts from COVID-19 on our business and how quickly national economies can recover once the pandemic subsides, the timing or effectiveness of vaccine distributions, the potential for new variants of the virus or whether any recovery will ultimately experience a reversal or other setbacks.

Low-carbon fuel policies, blending credits, and stricter fuel efficiency standards to help reach GHG emissions reduction targets help drive demand for our renewable fuels.

Any changes to, a failure to enforce, or a discontinuation of any of these policies, goals, and initiatives could have a material adverse effect on our renewable fuels businesses.

While such developments are currently uncertain, a reduction in the demand for our renewable fuels or increased competition for feedstocks could adversely affect our financial performance.

For example, in December 2020, the state

of New York announced that it will be divesting the state’s Common Retirement Fund from fossil fuels.

We also conduct some of our operations through entities in which we have no ownership.

Shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change.

President Biden has also signed an executive order requiring agencies to review environmental actions taken by the previous administration, and the current administration has issued a memorandum to departments and agencies to refrain from proposing or issuing rules until a departmental or agency head appointed or designated by the current administration has reviewed and approved the rule.

President Biden’s executive orders, as well as the U.S.’s reentry into the Paris Agreement as discussed below, may result in the development of additional regulations or changes to existing regulations.

For example, in 2015, the U.S., Canada, and the U.K. participated in the United Nations Conference on Climate Change, which led to the creation of the Paris Agreement.

In November 2019, the previous administration served notice on the United Nations that the U.S. would withdraw from the Paris Agreement, which ultimately occurred in 2020.

However, on January 20, 2021, President Biden signed an instrument that reverses this withdrawal, and the U.S. formally rejoined the Paris Agreement on February 19, 2021.

The U.S.’s reentry into the Paris Agreement may result in the development of additional regulations or changes to existing regulations.

Additionally, the Paris Agreement may affect our operations in Canada, the U.K., Ireland, and Latin America.

Restrictions on emissions of methane or carbon dioxide that have been or may be imposed in various U.S. states, at the U.S. federal level, or in other countries could also adversely affect the oil and gas industry.

Governmental and other entities in various U.S. states such as California and New York have filed lawsuits against coal, gas, oil, and petroleum companies.

Compliance with the U.S. Environmental Protection Agency (EPA) Renewable Fuel Standard (RFS) could adversely affect our performance.

The U.S. EPA has implemented the RFS pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007.

The RFS program sets annual quotas for the quantity of renewable fuels that must be blended into transportation fuels consumed in the U.S. A Renewable Identification Number (RIN) is assigned to each gallon of renewable fuel produced in or imported into the U.S. As a producer of petroleum-based transportation fuels, we are obligated to blend renewable fuels

into the products we produce at a rate that is at least commensurate to the U.S. EPA’s quota and, to the extent we do not, we must purchase RINs in the market to satisfy our obligation under the RFS program.

The following [removed: review] [added: discussion and analysis is management’s perspective] of our [added: current financial condition and] results of [removed: operations] [added: operations,] and [removed: financial condition] should be read in conjunction with [removed: Item 1A, “RISK FACTORS,” and Item 8, “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA,” included in this report.][added: “ITEM 1A.]

This discussion and analysis includes the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and comparisons between such years.

The discussions for the year ended December 31, [removed: 2018] [added: 2019] and comparisons between the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] have been omitted from this [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] as such information can be found in [removed: “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in Part II, Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed on February 26, 2020.][added: “ITEM 7.]

This report, including without limitation our disclosures below under [removed: the heading] “OVERVIEW AND OUTLOOK,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

You can identify our forward-looking statements by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “scheduled,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “could,” “would,” “should,” [removed: “will,”] “may,” “strive,” “seek,” “potential,” “opportunity,” “aimed,” “considering,” “continue,” and similar expressions.

- the effect, impact, potential [removed: duration,] [added: duration] or [added: timing, or] other implications of the COVID-19 [removed: pandemic] [added: pandemic, government restrictions, requirements, or mandates in response thereto, variants of the COVID-19 virus, vaccine distribution] and [added: administration levels, economic activity, and] global crude oil production levels, and any expectations we may have with respect thereto, including with respect to our [added: responses thereto, our] operations and the production levels of our assets;

- future [removed: refining] [added: Refining] segment margins, including gasoline and distillate [removed: margins;][added: margins, and discounts;]

- expectations regarding feedstock costs, including crude oil differentials, [added: product prices for each of our segments,] and operating expenses;

- anticipated levels of crude oil and [removed: refined petroleum product] [added: liquid transportation fuel] inventories and storage capacity;

- our anticipated level of capital investments, including deferred turnaround and catalyst cost expenditures, [added: our expected allocation between, and/or within, growth] capital expenditures [added: and sustaining capital expenditures, capital expenditures] for environmental and other purposes, and joint venture investments, the expected timing applicable to such capital investments and any related projects, and the effect of those capital investments on our [added: business, financial condition,] results of [removed: operations;][added: operations, and liquidity;]

- anticipated trends in the supply [removed: of] [added: of,] and demand [removed: for] [added: for,] crude oil and other feedstocks and refined petroleum products, renewable diesel, and ethanol and corn related co-products in the regions where we operate, as well as globally;

- the effect of general economic and other conditions on refining, renewable diesel, and ethanol industry [removed: fundamentals.][added: fundamentals;]

We caution that these statements are not guarantees of future performance or results and involve [removed: risks, uncertainties,] [added: known] and [removed: assumptions that] [added: unknown risks and uncertainties, the ultimate outcomes of which] we cannot [removed: predict.][added: predict with certainty.]

In addition, we based many of these forward-looking statements on assumptions about future [removed: events that] [added: events, the ultimate outcomes of which we cannot predict with certainty and which] may prove to be inaccurate.

Accordingly, actual [added: performance or] results may differ materially from the future performance or results that we have [removed: expressed] [added: expressed, suggested,] or forecast in the forward-looking statements.

Differences between actual [added: performance or] results and any future performance or results [removed: suggested] [added: expressed, suggested, or forecast] in these forward-looking statements could result from a variety of factors, including the following:

- the effects of public health threats, pandemics, and epidemics, such as the COVID-19 [removed: pandemic,] [added: pandemic] and [added: variants of] the [added: virus, governmental and societal responses thereto, including requirements and mandates with respect to vaccines, vaccine distribution and administration levels, and the] adverse impacts [removed: thereof] [added: of the foregoing] on our business, financial condition, results of operations, and liquidity, including, but not limited to, our growth, operating costs, [added: administrative costs,] supply chain, labor availability, logistical capabilities, customer demand for our products, and industry demand generally, margins, production and throughput capacity, utilization, inventory value, cash [removed: position, taxes, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;]

- acts of terrorism aimed at either our refineries and plants or third-party facilities that could impair our ability to produce or transport refined petroleum products, renewable diesel, ethanol, or corn related co-products, [removed: or] to receive [removed: feedstocks;][added: feedstocks, or otherwise operate efficiently;]

- the level of consumer demand, [added: consumption and overall economic activity,] including seasonal fluctuations;

- refinery, renewable diesel [removed: plant] [added: plant,] or ethanol plant overcapacity or undercapacity;

- accidents, unscheduled shutdowns, weather events, civil unrest, [added: expropriation of assets, and other economic, diplomatic, legislative, or] political [removed: events,] [added: events or developments,] terrorism, cyberattacks, or other catastrophes or disruptions affecting our operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of our suppliers, customers, or third-party service providers;

- the price, availability, [added: technology related to,] and acceptance of alternative fuels and alternative-fuel vehicles, as well as sentiment and perceptions with respect to GHG emissions more generally;

- the levels of government subsidies for, and [removed: mandates] [added: executive orders, mandates,] or other policies with respect to, alternative fuels, alternative-fuel vehicles, and other low-carbon [removed: technologies;][added: technologies or initiatives, including those related to carbon capture, carbon sequestration, and low-carbon fuels, or affecting the price of natural gas and/or electricity;]

- the volatility in the market price of [removed: biofuel] [added: compliance] credits (primarily RINs needed to comply with the RFS) and [removed: GHG] emission credits needed [removed: to comply with] [added: under] the [removed: requirements of various GHG emission] [added: other environmental emissions] programs;

- earthquakes, hurricanes, tornadoes, and [removed: irregular weather,] [added: other weather events,] which can unforeseeably affect the price or availability of [added: electricity,] natural gas, crude oil, [removed: rendered] [added: waste] and [removed: recycled materials,] [added: renewable feedstocks,] corn, and other feedstocks, [added: critical supplies,] refined petroleum products, renewable diesel, and ethanol;

- the adequacy of capital resources and liquidity, including availability, timing, and amounts of cash flow or our ability to [removed: borrow;][added: borrow or access financial markets;]

- other factors generally described in the “RISK FACTORS” section included in [removed: Item 1A, “RISK FACTORS” in this report.][added: “ITEM 1A.]

Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those [removed: suggested] [added: expressed, suggested, or forecast] in any forward-looking statements.

[removed: We] [added: Such forward-looking statements speak only as of the date of this annual report on Form 10-K and we] do not intend to update these statements unless we are required by [removed: the] [added: applicable] securities laws to do so.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the [removed: foregoing.][added: foregoing, as it may be updated or modified by our future filings with the SEC.]

We undertake no obligation to publicly release any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated [removed: events.][added: events unless we are required by applicable securities laws to do so.]

We have included these non-GAAP financial measures to help facilitate the comparison of operating results between [removed: years and] [added: years,] to help assess our cash [removed: flows.][added: flows, and because we believe they provide useful information as discussed further below.]

[removed: See the tables in note (f) beginning on page 46 for reconciliations of adjusted operating] income (loss) [removed: (including adjusted operating income (loss)] for each of our reportable segments, as applicable) and [removed: refining, renewable diesel,] [added: Refining, Renewable Diesel,] and [removed: ethanol] [added: Ethanol] segment margin to their most directly comparable [removed: U.S.] GAAP financial measures.

Also in note [removed: (f),] [added: (e),] we disclose the reasons why we believe our use of such non-GAAP financial measures provides useful information.

See the table on page [removed: 53] [added: 60] for a reconciliation of capital investments attributable to Valero to its most directly comparable [removed: U.S.] GAAP financial measure.

[removed: Beginning on] [added: On] page [removed: 52,] [added: 59,] we disclose the reasons why we believe our use of this non-GAAP financial measure provides useful information.

[removed: These inventory valuation adjustments are referred to as LCM inventory valuation adjustments] [added: The debt issuances, borrowings,] and [added: repayments] are described in Note [removed: 5] [added: 10] of Notes to Consolidated Financial Statements.

[removed: For] [added: *Cash Flows for] the [removed: year ended] [added: Year Ended] December 31, [removed: 2020, we generated an operating loss of $1.6 billion.][added: 2020*]

Our operating results for [removed: the year ended December 31, 2020,] [added: 2021,] including operating results by segment, are described in the [removed: summary below,] [added: following summary,] and detailed descriptions can be found [added: below] under “RESULTS OF [removed: OPERATIONS” on pages 37 through 49.][added: OPERATIONS.”]

[removed: Our] [added: As a result of this and other activity, our] cash and cash equivalents increased by [removed: $730] [added: $809] million during [removed: 2020,] [added: 2021,] from [removed: $2.6] [added: $3.3] billion as of December 31, [removed: 2019] [added: 2020] to [removed: $3.3] [added: $4.1] billion as of December 31, [removed: 2020.][added: 2021.]

RISK FACTORS” and “ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” included in this report.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in our annual report on Form 10-K for the year ended December 31, 2020, which was filed on February 23, 2021.

- expectations regarding the levels of, and timing with respect to, the production and operations at our existing refineries and plants and projects under construction;

- our ability to meet future cash requirements, whether from funds generated from our operations or our ability to access financial markets effectively, and our ability to maintain sufficient liquidity;

- our evaluation of, and expectations regarding, any future activity under our share repurchase program or transactions involving our debt securities;

- expectations regarding environmental, tax, and other regulatory matters, including the anticipated amounts and timing of payment with respect to our deferred tax liabilities, matters impacting our ability to repatriate cash held by our foreign subsidiaries, and the anticipated effect thereof on our business, financial condition, results of operations, and liquidity;

- expectations regarding our risk management activities, including the anticipated effects of our hedge transactions;

- expectations regarding our counterparties, including our ability to pass on increased compliance costs and timely collect receivables, and the credit risk within our accounts receivable or accounts payable;

- expectations regarding adoptions of new, or changes to existing, low-carbon fuel standards or policies, blending and tax credits, or efficiency standards that impact demand for renewable fuels; and

- expectations regarding our publicly announced GHG emissions reduction/offset targets and our current and any future carbon transition projects.

position, taxes, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;

- the risk that any divestitures may not provide the anticipated benefits or may result in unforeseen detriments;

- political pressure and influence of environmental groups and other stakeholders upon policies and decisions related to the production, transportation, storage, refining, processing, marketing, and sales of crude oil or other feedstocks, refined petroleum products, renewable diesel, ethanol, or corn related co-products;

- legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by governmental authorities, such as tariffs, environmental regulations, changes to income tax rates, introduction of a global minimum tax, tax changes or restrictions impacting the foreign repatriation of cash, actions implemented under the Renewable and Low-Carbon Fuel

Blending Programs and the other environmental emissions programs, including changes to volume requirements or other obligations or exemptions under the RFS, and actions arising from the EPA’s or other governmental agencies’ regulations, policies, or initiatives concerning GHGs, including mandates for or bans of specific technology, which may adversely affect our business or operations;

- changing economic, regulatory, and political environments and related events in the various countries in which we operate or otherwise do business, including expropriation or impoundment of assets, failure of foreign governments and state-owned entities to honor their contracts, property disputes, and decisions, investigations, regulations, issuances or revocations of permits and other authorizations, and other actions, policies and initiatives by the states, counties, cities, and other jurisdictions in the countries in which we operate or otherwise do business;

- the operating, financing, and distribution decisions of our joint ventures or other joint venture members that we do not control;

- the costs, disruption, and diversion of resources associated with campaigns and negative publicity commenced by investors, stakeholders, or other interested parties;

RISK FACTORS” in this report.

See the tables in note (e) beginning on page 51 for reconciliations of adjusted operating income (loss) (including adjusted operating

IMPACT OF THE COVID-19 PANDEMIC TO OUR BUSINESS

The COVID-19 pandemic has negatively impacted our business.

Although we experienced improvements in our business in 2021 compared to the significant negative effects from the pandemic in 2020, the long-term implications of the pandemic on our results of operations and financial position remain uncertain.

Information about the uncertainties of the COVID-19 pandemic on our business is discussed in ITEM 1A.

RISK FACTORS—*The ongoing COVID-19 pandemic and the related events and circumstances have had, and may continue to have, negative impacts on our business, financial condition, results of operations, and liquidity and those of our customers, suppliers, and other counterparties.”* and Note 2 of Notes to Consolidated Financial Statements.

Our business continued to recover throughout 2021 after experiencing significant negative effects from a decrease in demand and market prices for most of our products in 2020 as a result of the COVID-19 pandemic.

The outbreak of COVID-19 and its development into a pandemic in March 2020 disrupted the global economy and significantly reduced the demand and market prices for most of our products, primarily gasoline and diesel.

However, by mid-2020, we began experiencing increased demand and higher market prices for most of our products, and these improvements continued throughout 2021 along with the ongoing recovery of the global economy as worldwide efforts to address the virus progressed, including the development and distribution of multiple COVID-19 vaccines and therapeutics.

Gasoline and diesel demand returned to pre-pandemic levels during 2021 in most of the regions where we operate, and at times during 2021, we experienced demand for diesel in excess of pre-pandemic levels.

Jet fuel demand also improved in 2021, although at a slower pace than other products we produce relative to pre-pandemic levels.

These improvements in demand and an associated increase in refining margins were primary contributors to us reporting $930 million of net income attributable to Valero stockholders for the year ended December 31, 2021.

Our improved 2021 results, however, were negatively impacted by estimated excess energy costs of $579 million ($467 million after taxes) as a result of a significant increase in the cost of electricity and natural gas at certain of our refineries and ethanol plants arising out of Winter Storm Uri in February 2021.

In addition, our operations were negatively impacted by Hurricane Ida in August 2021, which caused us to shut down two refineries and our renewable diesel plant in Louisiana in preparation for the storm.

Although the refineries and the plant sustained minimal damage from the hurricane, we were delayed from restarting operations until electrical supply and other utilities were restored and from shipping product to our customers until the Mississippi River was reopened to ship and barge traffic.

As a result of our improved business and overall market conditions, our operations generated $5.9 billion of cash in 2021, which included the receipt of our 2020 U.S. federal income tax refund of $962 million in May 2021.

This cash was used to make $2.5 billion of capital investments in our business and return $1.6 billion to our stockholders through dividend payments.

In addition, we reduced our long-term debt by $1.3 billion in 2021 through a series of debt reduction and refinancing transactions, as described in Note 10 of Notes to Consolidated Financial Statements.

We had $9.3 billion in liquidity as of December 31, 2021.

The details of our operating income (loss) and adjusted operating income (loss) by segment and in total are reflected below.

- expectations regarding environmental, tax, and other regulatory initiatives; and

- our ability to successfully integrate any acquired businesses into our operations;

- legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by governmental authorities, including tariffs and tax and environmental regulations, such as those implemented under the California cap-and-trade system and similar programs, and the U.S. EPA’s or other governmental regulation of GHGs, which may adversely affect our business or operations;

The outbreak of COVID-19 and its development into a pandemic in March 2020 has resulted in significant economic disruption globally, including in North America, Europe, and Latin America, the primary geographic areas where we operate.

In March, governmental authorities around the world took actions, such as stay-at-home orders and other social distancing measures, to slow the spread of COVID-19 that restricted travel, public gatherings, and the overall level of individual movement and in-person interaction across the globe.

These actions significantly reduced global economic activity and negatively impacted many businesses, including our business.

Airlines have dramatically reduced flights and motor vehicle usage has significantly declined, in each case relative to typical pre-pandemic levels.

As a result, in the first half of 2020, there was a decline in the demand for, and thus also the market prices of, most of the transportation fuels that we produce and sell.

There was also a decline in the global demand for crude oil, the primary feedstock for our refined products, resulting in a decline in crude oil prices and production levels.

While the production levels of all types of crude oils have declined, sour crude oil production has declined significantly and by more than production levels for sweet crude oils.

This has reduced the price advantage of sour crude oils relative to sweet crude oils, which has exacerbated the negative impact of lower product prices on our refining margin.6,7

Beginning in the latter part of the second quarter, certain governmental authorities in the U.S. and other countries across the world, particularly those in our U.S. Gulf Coast and U.S. Mid-Continent regions, began lifting many of the restrictions put in place to slow the spread of COVID-19, while governmental authorities in our U.S. West Coast and North Atlantic regions began lifting restrictions on a more moderate basis during the third quarter.

This resulted in an increase in the level of individual movement and travel and, in turn, an increase in the demand and market prices for most of our products relative to what we experienced during the early months of the pandemic.

However, in the second half of 2020, many locations where restrictions were lifted, and others where the restrictions were only more moderately lifted (such as California in our U.S. West Coast region, and New York, Canada, and the U.K. in our North Atlantic region), experienced a resurgence in the spread of COVID-19, which prompted many governmental authorities to reimpose certain restrictions.

In December 2020, the U.S. FDA and Canadian and U.K. regulators each granted emergency-use authorization for multiple COVID-19 vaccines to be used as immunization against the COVID-19 virus.

Although these vaccines may be seen as a key factor in helping to restore public confidence, and thus stimulate and increase economic activity, potentially to pre-pandemic levels, they may not be distributed widely on a timely basis and they may not be effective against new variants of the virus.

Based on these and other circumstances that cannot be predicted, the broader implications of the pandemic on our results of operations and financial position remain uncertain.

As previously noted, the decrease in the demand for transportation fuels has resulted in a significant decrease in the price of refined petroleum products manufactured by our refining segment.

For example, the price of gasoline8 in the U.S. Gulf Coast region where eight of our 15 refineries are located was $68.82 per barrel at the beginning of 2020, fell to $17.65 per barrel at the end of March (a 74 percent decline), and partially recovered to $57.63 per barrel by the end of December (a 16 percent decline over

6 See page 46 for our definition of refining margin and why we believe it is an important financial and operating measure.

7 Sour crude oils typically sell at a discount to the price of benchmark sweet crude oils, which set the price of most refined products.

Therefore, lower prices for sour crude oils that we process have a favorable impact on our refining margin.

8 Gasoline prices quoted represent the price of U.S. Gulf Coast conventional blendstock of oxygenate blending gasoline.

the twelve-month period).

Another example is the price of diesel9 in the U.S. Gulf Coast region, which was $81.71 per barrel at the beginning of 2020, fell to $39.18 per barrel at the end of March (a 52 percent decline), and partially recovered to $60.20 per barrel by the end of December (a 26 percent decline over the twelve-month period).

On February 22, 2021, the prices of gasoline and diesel were $76.62 per barrel and $76.84 per barrel, respectively.

Demand for renewable diesel has not declined due to continued demand for this low-carbon transportation fuel despite the current economic environment; therefore, our renewable diesel segment has not been impacted as were our refining and ethanol segments.

The price of ethanol manufactured by our ethanol segment has also decreased due to a decline in demand.

Because ethanol is primarily blended into gasoline, ethanol demand declined along with the decline in the demand for gasoline.

Prices for the products we sell and the feedstocks we purchase impact our revenues, cost of sales, operating income, and liquidity.

In addition, a decline in the market prices of products and feedstocks below their carrying values in our inventory results in a writedown in the value of our inventories, and a subsequent recovery in market prices results in a write-up in the value of our inventories, not to exceed their previous carrying values.

We wrote down the value of our inventories by $2.5 billion in the first quarter of 2020 due to the significant decline in market prices at that time, but as market prices improved, the writedown was fully reversed by the end of the third quarter.

We invested $2.4 billion in our business and returned $1.8 billion to our stockholders primarily through dividend payments.

These uses of cash were offset by proceeds from two public debt offerings totaling $4.0 billion before deducting the underwriting discounts and debt issuance costs as described in Note 10 of Notes to Consolidated Financial Statements.

In addition, our operations generated net cash of $948 million, which was driven by a decrease in inventory on hand.

We had $9.0 billion of liquidity10 as of December 31, 2020.

We have responded in multiple ways to the impacts from the COVID-19 pandemic on our business, and we will strive to continue to respond to these impacts.

During the early months of the pandemic, we reduced the amount of crude oil processed at most of our refineries in response to the decreased demand for our products, we temporarily idled various gasoline-making units at certain of our refineries to further limit gasoline production, and we took measures to reduce jet fuel production.

We also temporarily idled

9 Diesel prices quoted represent the price of U.S. Gulf Coast ultra-low sulfur diesel.

We are exposed to market risks related to the volatility in the price of feedstocks (primarily crude [removed: oil] [added: oil, waste] and [added: renewable feedstocks, and] corn), the products we [removed: produce (primarily refined petroleum products),] [added: produce,] and natural gas used in our operations.

Our positions in commodity derivative instruments are monitored and managed on a daily basis by our risk control group to ensure compliance with our stated risk management policy that has been approved by our [removed: board of directors.][added: Board.]

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the amount of gain or loss that would have resulted from a 10 percent increase or decrease in the underlying price for all of our commodity derivative instruments entered into for purposes other than trading with which we have market risk was not material.

See Note 21 of Notes to Consolidated Financial Statements for notional volumes associated with these derivative contracts as of December 31, [removed: 2020.][added: 2021.]

We are exposed to market risk related to the volatility in the price of credits needed to comply with [removed: various governmental] [added: the Renewable] and [removed: regulatory environmental compliance programs.][added: Low-Carbon Fuel Blending Programs.]

To manage this risk, we enter into contracts to purchase these [removed: credits when prices are deemed favorable.][added: credits.]

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the amount of gain or loss in the fair value of derivative instruments that would have resulted from a 10 percent increase or decrease in the underlying price of the contracts was not material.

See Note 21 of Notes to Consolidated Financial Statements for a discussion about these [removed: compliance] [added: blending] programs.

| | | | December 31, [removed: 2020] [added: 2020 (a)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2021 [removed: (a)] [added: (c)] | | | | | | [removed: 2022] [added: 2022 (b)] | | | | | | [removed: 2023 (b)] [added: 2023] | | | | | | 2024 | | | | | | 2025 | | | | | | There- after | | | | | | [removed: Total (c)] [added: Total] | | | | | | Fair Value | | |

| Fixed rate | | | $ | — | | | | | $ | [removed: —] [added: 300] | | | | | $ | 850 | | | | | $ | 925 | | | | | $ | 1,650 | | | | | $ | [removed: 8,474] [added: 8,174] | | | | | $ | 11,899 | | | | | $ | 13,899 | |

| Average interest rate | | | — | | % | | | | [removed: —] [added: 4.0] | | % | | | | 2.7 | | % | | | | 1.2 | | % | | | | 3.1 | | % | | | | 5.1 | | % | | | | 4.4 | | % | | | | | | |

| Floating rate [removed: (d)] | | | $ | 603 | | | | | $ | 6 | | | | | $ | 595 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,204 | | | | | $ | 1,204 | |

| | | | [removed: 2020 (a)] [added: 2022 (b)(c)] | | | | | | [removed: 2021] [added: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | There- after | | | | | | [removed: Total (c)] [added: Total] | | | | | | Fair Value | | |

| Average interest rate | | | [removed: —] [added: 3.5] | | % | | | | [removed: 5] [added: 3.9] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.2] [added: —] | | % | | | | [removed: 5.2] [added: 3.5] | | % | | | | | | |

| Average interest rate | | | [removed: 5.0] [added: 4.0] | | % | | | | [removed: 4.5] [added: —] | | % | | | | [removed: 4.5] [added: 1.2] | | % | | | | [removed: 4.5] [added: 3.0] | | % | | | | [removed: —] [added: 3.9] | | % | | | | [removed: —] [added: 5.0] | | % | | | | [removed: 5.0] [added: 4.5] | | % | | | | | | |

[removed: (c)Excludes] [added: (a)Excludes] unamortized discounts and debt issuance costs.

We are exposed to exchange rate fluctuations on transactions related to our [removed: international] [added: foreign] operations that are denominated in currencies other than the local (functional) currencies of those operations.

To manage our exposure to these exchange rate fluctuations, we [added: often] use foreign currency contracts.

| | | | December 31, 2021 (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | $ | 300 | | | | | $ | — | | | | | $ | 169 | | | | | $ | 1,374 | | | | | $ | 1,726 | | | | | $ | 7,637 | | | | | $ | 11,206 | | | | | $ | 12,838 | |

| Floating rate | | | $ | 810 | | | | | $ | 20 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 830 | | | | | $ | 830 | |

(b)See “ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—LIQUIDITY AND CAPITAL RESOURCES—*Our Capital Resources*—Contractual Obligations” for a discussion of the Mandatory Tender Date and maturity date of our GO Zone Bonds.

(c)Our floating rate debt included outstanding borrowings under the DGD Revolver, the DGD Loan Agreement, and the IEnova Revolver (each as defined and described in Note 10 of Notes to Consolidated Financial Statements).

The respective lenders of these debt instruments do not have recourse against us.

As of December 31, 2021 and 2020, the fair value of our foreign currency contracts was not material.

| | | | December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | $ | — | | | | | $ | 11 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 8,474 | | | | | $ | 8,485 | | | | | $ | 10,099 | |

| Floating rate (d) | | | $ | 453 | | | | | $ | 6 | | | | | $ | 6 | | | | | $ | 19 | | | | | $ | — | | | | | $ | — | | | | | $ | 484 | | | | | $ | 484 | |

(a)As of December 31, 2020 and 2019, our floating rate debt due in 2021 and 2020 includes $598 million and $348 million, respectively, associated with borrowings under the IEnova Revolver for the construction of terminals in Mexico by Central Mexico Terminals.

The IEnova Revolver is only available to the operations of Central Mexico Terminals, and its creditors do not have recourse against us.

(b)As of December 31, 2020, our floating rate debt also includes $575 million aggregate principal amount of our Floating Rate Notes issued in September 2020, which are due September 15, 2023.

(d)As of December 31, 2020 and 2019, we had an interest rate swap associated with $31 million and $36 million, respectively, of our floating rate debt resulting in an effective interest rate of 3.85 percent as of each of those reporting dates.

The fair value of the swap was immaterial for all periods presented.

The following table provides information about our foreign currency contracts (dollars in millions), the fair values of which are sensitive to changes in foreign currency exchange rates.

Contracts that were outstanding as of December 31, 2020 mature on or before April 15, 2021 and those outstanding as of December 31, 2019 matured in 2020.

Currency abbreviations presented below are as follows: U.S. dollars (USD), Canadian dollars (CAD), and pounds sterling (GBP).

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Receive USD/ Pay CAD | | | | | | Receive USD/ Pay GBP | | | | | | Receive CAD/ Pay USD | | | | | | | | |

| December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| Contract amount | | | $ | 228 | | | | | $ | 97 | | | | | $ | 1,600 | | | | | | | |

| Weighted-average contractual exchange rate | | | 0.78205 | | | | | | 1.34454 | | | | | | 0.78492 | | | | | | | | |

| Fair value liability | | | $ | (1) | | | | | $ | (1) | | | | | $ | (2) | | | | | | | |

| December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | |

| Contract amount | | | $ | 406 | | | | | $ | 333 | | | | | $ | 2,250 | | | | | | | |

| Weighted-average contractual exchange rate | | | 0.75911 | | | | | | 1.31201 | | | | | | 0.76217 | | | | | | | | |

| Fair value asset (liability) | | | $ | (6) | | | | | $ | (4) | | | | | $ | 27 | | | | | | | |

We incorporate by reference into this Item our disclosures made in [removed: Part II, Item 8 of this report included in] Note 1 of Notes to Consolidated Financial Statements under [removed: the caption] “Legal Contingencies.”

While it is not possible to predict the outcome of the following environmental proceedings, if any one or more of them were decided against us, we believe that there would be no material effect on our financial [removed: position,] [added: condition,] results of operations, [removed: or] [added: and] liquidity.

We are reporting these proceedings to comply with [removed: U.S.] SEC regulations, which require us to disclose certain information about proceedings arising under [added: U.S.] federal, state, or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings have the potential to result in monetary sanctions of $300,000 or more.

In our [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2020,] we reported that [removed: we] [added: the EPA] had [removed: an outstanding] [added: issued a] Notice of [removed: Violation from the U.S. EPA] [added: Potential Violations and Opportunity to Confer] related to [removed: violations from] a [removed: 2015 Mobile Source Inspection.][added: series of inspections conducted by the EPA in 2019 arising out of a 2019 emissions event.]

[removed: *U.S. EPA*] [added: *EPA*] (Benicia Refinery).

We are working with the [removed: U.S.] EPA to resolve this matter.

We are working with the [removed: Texas AG] [added: BAAQMD] to resolve this matter.

We have reached a final agreement with the Texas AG resolving the matter upon entry of the Agreed Final Judgment with the court.

*Bay Area Air Quality Management District (BAAQMD)* (Benicia Refinery).

In our quarterly report on Form 10-Q for the quarter ended September 30, 2021, we reported that we had received a Violation Notice from the BAAQMD related to atmospheric emissions at our Benicia Refinery.

*Texas Commission on Environmental Quality (TCEQ)* (Corpus Christi East Refinery).

In our quarterly report on Form 10-Q for the quarter ended September 30, 2021, we reported that we had received a Notice of Enforcement from the TCEQ relating to Title V permit deviations at our Corpus Christi East Refinery.

We are working with the TCEQ to resolve this matter.

*U.S. EPA* (Fuels).

In the fourth quarter of 2020, we negotiated a final Consent Order with the U.S. EPA resolving the matter upon entry of the Consent Order on December 29, 2020.

On December 11, 2020, the U.S. EPA issued a Notice of Potential Violations and Opportunity to Confer related to a series of inspections conducted by the U.S. EPA in 2019, arising out of the 2017 Pacific Gas and Electric Company power outage, and a 2019 emissions event.

The draft Agreed Final Judgment assessed proposed penalties in the amount of $1.3 million.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately [removed: $24.0] [added: $31.9] billion based on the last sales price quoted as of June 30, [removed: 2020] [added: 2021] on the New York Stock Exchange, the last business day of the registrant’s most recently completed second fiscal quarter.

As of February [removed: 19, 2021, 408,562,891] [added: 18, 2022, 409,303,630] shares of the registrant’s common stock were outstanding.

We intend to file with the Securities and Exchange Commission a definitive Proxy Statement for our Annual Meeting of Stockholders scheduled for April [removed: 29, 2021,] [added: 28, 2022,] at which directors will be elected.

Portions of the [removed: 2021] [added: 2022] Proxy Statement are incorporated by reference in [removed: Part] [added: PART] III of this Form 10-K and are deemed to be a part of this report.

The following table indicates the headings in the [removed: 2021] [added: 2022] Proxy Statement where certain information required in [removed: Part] [added: PART] III of this Form 10-K may be found.

| Form 10-K Item No. and Caption | | | | | | | | | Heading in [removed: 2021] [added: 2022] Proxy Statement | | |

| 10. | | | Directors, Executive Officers and Corporate Governance | | | | | | [removed: *Information] [added: *“Information] Regarding the Board of [removed: Directors, Independent Directors,] [added: Directors —* *Committees of the Board —] Audit [removed: Committee, Proposal] [added: Committee —* *Meetings and Current Members,” “Proposal] No. [removed: 1 Election] [added: 1* *Election] of [removed: Directors*, *Information Concerning Nominees] [added: Directors — Information Concerning* *Nominees] and Other [removed: Directors,* *Identification] [added: Directors,” “Proposal No. 1* *Election] of [removed: Executive Officers,*] [added: Directors — Nominees,” “Identification of* *Executive Officers,”*] and [removed: *Governance Documents] [added: *“Miscellaneous — Governance* *Documents] and Codes of [removed: Ethics*] [added: Ethics”*] | | |

| 11. | | | Executive Compensation | | | | | | [removed: *Compensation Committee,] [added: *“Information Regarding the Board of Directors —* *Committees of the Board —] Compensation [removed: Discussion] [added: Committee* *—Compensation Committee Interlocks] and [removed: Analysis, Executive Compensation, Director Compensation, Pay] [added: Insider* *Participation,” “Compensation Discussion and* *Analysis,” “Executive Compensation,” “Director* *Compensation,” “Pay] Ratio [removed: Disclosure,*] [added: Disclosure,”*] and [removed: *Certain Relationships] [added: *“Certain* *Relationships] and Related [removed: Transactions*] [added: Transactions”*] | | |

| 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | | | | [removed: *Beneficial] [added: *“Beneficial] Ownership of Valero [removed: Securities*] [added: Securities”*] and [removed: *Equity] [added: *“Equity] Compensation Plan [removed: Information*] [added: Information”*] | | |

| 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | | | | [removed: *Certain] [added: *“Certain] Relationships and Related [removed: Transactions*] [added: Transactions”*] and [added: *“Information Regarding the Board of Directors —*] *Independent [removed: Directors*] [added: Directors”*] | | |

| 14. | | | Principal Accountant Fees and Services | | | | | | [removed: *KPMG] [added: *“KPMG] LLP [removed: Fees* and *Audit Committee Pre-Approval Policy*] [added: Fees”*] | | |

| [removed: [Items 1.] [added: [I](#ic79d8ed693b6405e961f3560ad108010_22)[tems](#ic79d8ed693b6405e961f3560ad108010_22) [1.] & [removed: 2.](#i5a19b96c11e24c23922f710d6aec513f_22)] [added: 2.](#ic79d8ed693b6405e961f3560ad108010_22)] | | | [Business and [removed: Properties](#i5a19b96c11e24c23922f710d6aec513f_22)] [added: Properties](#ic79d8ed693b6405e961f3560ad108010_22)] | | | [removed: [1](#i5a19b96c11e24c23922f710d6aec513f_22)] [added: [1](#ic79d8ed693b6405e961f3560ad108010_22)] | | |

| | | | [Available [removed: Information](#i5a19b96c11e24c23922f710d6aec513f_28)] [added: Information](#ic79d8ed693b6405e961f3560ad108010_28)] | | | [removed: [1](#i5a19b96c11e24c23922f710d6aec513f_28)] [added: [16](#ic79d8ed693b6405e961f3560ad108010_28)] | | |

| | | | [Government [removed: Regulations](#i5a19b96c11e24c23922f710d6aec513f_37)] [added: Regulations](#ic79d8ed693b6405e961f3560ad108010_40)] | | | [removed: [10](#i5a19b96c11e24c23922f710d6aec513f_37)] [added: [12](#ic79d8ed693b6405e961f3560ad108010_40)] | | |

| | | | [Human [removed: Capital](#i5a19b96c11e24c23922f710d6aec513f_3036)] [added: Capital](#ic79d8ed693b6405e961f3560ad108010_43)] | | | [removed: [11](#i5a19b96c11e24c23922f710d6aec513f_3036)] [added: [13](#ic79d8ed693b6405e961f3560ad108010_43)] | | |

| [removed: [Item 1A.](#i5a19b96c11e24c23922f710d6aec513f_43)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_49)[tem](#ic79d8ed693b6405e961f3560ad108010_49) [1A.](#ic79d8ed693b6405e961f3560ad108010_49)] | | | [Risk [removed: Factors](#i5a19b96c11e24c23922f710d6aec513f_43)] [added: Factors](#ic79d8ed693b6405e961f3560ad108010_49)] | | | [removed: [13](#i5a19b96c11e24c23922f710d6aec513f_43)] [added: [17](#ic79d8ed693b6405e961f3560ad108010_49)] | | |

| [removed: [Item 1B.](#i5a19b96c11e24c23922f710d6aec513f_46)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_52)[tem](#ic79d8ed693b6405e961f3560ad108010_52) [1B.](#ic79d8ed693b6405e961f3560ad108010_52)] | | | [Unresolved Staff [removed: Comments](#i5a19b96c11e24c23922f710d6aec513f_46)] [added: Comments](#ic79d8ed693b6405e961f3560ad108010_52)] | | | [removed: [25](#i5a19b96c11e24c23922f710d6aec513f_46)] [added: [32](#ic79d8ed693b6405e961f3560ad108010_52)] | | |

| [removed: [Item 4.](#i5a19b96c11e24c23922f710d6aec513f_52)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_58)[tem](#ic79d8ed693b6405e961f3560ad108010_58) [4.](#ic79d8ed693b6405e961f3560ad108010_58)] | | | [Mine Safety [removed: Disclosures](#i5a19b96c11e24c23922f710d6aec513f_52)] [added: Disclosures](#ic79d8ed693b6405e961f3560ad108010_58)] | | | [removed: [26](#i5a19b96c11e24c23922f710d6aec513f_52)] [added: [33](#ic79d8ed693b6405e961f3560ad108010_58)] | | |

| [removed: [Item 5.](#i5a19b96c11e24c23922f710d6aec513f_58)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_64)[tem](#ic79d8ed693b6405e961f3560ad108010_64) [5.](#ic79d8ed693b6405e961f3560ad108010_64)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#i5a19b96c11e24c23922f710d6aec513f_58)[ ](#i5a19b96c11e24c23922f710d6aec513f_58)[Issuer] [added: and](#ic79d8ed693b6405e961f3560ad108010_64)[ ](#ic79d8ed693b6405e961f3560ad108010_64)[Issuer] Purchases of Equity [removed: Securities](#i5a19b96c11e24c23922f710d6aec513f_58)] [added: Securities](#ic79d8ed693b6405e961f3560ad108010_64)] | | | [removed: [27](#i5a19b96c11e24c23922f710d6aec513f_58)] [added: [33](#ic79d8ed693b6405e961f3560ad108010_64)] | | |

| [removed: [Item 7.](#i5a19b96c11e24c23922f710d6aec513f_64)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_70)[tem](#ic79d8ed693b6405e961f3560ad108010_70) [7.](#ic79d8ed693b6405e961f3560ad108010_70)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#i5a19b96c11e24c23922f710d6aec513f_64)[ ](#i5a19b96c11e24c23922f710d6aec513f_64)[Results] [added: and](#ic79d8ed693b6405e961f3560ad108010_70)[ ](#ic79d8ed693b6405e961f3560ad108010_70)[Results] of [removed: Operations](#i5a19b96c11e24c23922f710d6aec513f_64)] [added: Operations](#ic79d8ed693b6405e961f3560ad108010_70)] | | | [removed: [30](#i5a19b96c11e24c23922f710d6aec513f_64)] [added: [35](#ic79d8ed693b6405e961f3560ad108010_70)] | | |

| [removed: [Item 7A.](#i5a19b96c11e24c23922f710d6aec513f_112)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_127)[tem](#ic79d8ed693b6405e961f3560ad108010_127) [7A.](#ic79d8ed693b6405e961f3560ad108010_127)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5a19b96c11e24c23922f710d6aec513f_112)] [added: Risk](#ic79d8ed693b6405e961f3560ad108010_127)] | | | [removed: [58](#i5a19b96c11e24c23922f710d6aec513f_112)] [added: [64](#ic79d8ed693b6405e961f3560ad108010_127)] | | |

| [removed: [Item 8.](#i5a19b96c11e24c23922f710d6aec513f_115)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_133)[tem](#ic79d8ed693b6405e961f3560ad108010_133) [8.](#ic79d8ed693b6405e961f3560ad108010_133)] | | | [Financial Statements and Supplementary [removed: Data](#i5a19b96c11e24c23922f710d6aec513f_115)] [added: Data](#ic79d8ed693b6405e961f3560ad108010_133)] | | | [removed: [61](#i5a19b96c11e24c23922f710d6aec513f_115)] [added: [66](#ic79d8ed693b6405e961f3560ad108010_133)] | | |

| [removed: [Item 9.](#i5a19b96c11e24c23922f710d6aec513f_244)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_259)[tem](#ic79d8ed693b6405e961f3560ad108010_259) [9.](#ic79d8ed693b6405e961f3560ad108010_259)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#i5a19b96c11e24c23922f710d6aec513f_244)] [added: and](#ic79d8ed693b6405e961f3560ad108010_259)] [Financial [removed: Disclosure](#i5a19b96c11e24c23922f710d6aec513f_244)] [added: Disclosure](#ic79d8ed693b6405e961f3560ad108010_259)] | | | [removed: [139](#i5a19b96c11e24c23922f710d6aec513f_244)] [added: [138](#ic79d8ed693b6405e961f3560ad108010_259)] | | |

| [PART [removed: III](#i5a19b96c11e24c23922f710d6aec513f_253)] [added: III](#ic79d8ed693b6405e961f3560ad108010_268)] | | | | | | [removed: [139](#i5a19b96c11e24c23922f710d6aec513f_253)] [added: [139](#ic79d8ed693b6405e961f3560ad108010_268)] | | |

| [removed: [Item 10.](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [10.](#ic79d8ed693b6405e961f3560ad108010_271)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: Governance](#ic79d8ed693b6405e961f3560ad108010_271)] | | | [removed: [139](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: [139](#ic79d8ed693b6405e961f3560ad108010_271)] | | |

| [removed: [Item 11.](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [11.](#ic79d8ed693b6405e961f3560ad108010_271)] | | | [Executive [removed: Compensation](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: Compensation](#ic79d8ed693b6405e961f3560ad108010_271)] | | | [removed: [139](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: [139](#ic79d8ed693b6405e961f3560ad108010_271)] | | |

| [removed: [Item 12.](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [12.](#ic79d8ed693b6405e961f3560ad108010_271)] | | | [Security Ownership of Certain Beneficial Owners and Management [removed: and](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: and](#ic79d8ed693b6405e961f3560ad108010_271)] [Related Stockholder [removed: Matters](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: Matters](#ic79d8ed693b6405e961f3560ad108010_271)] | | | [removed: [139](#i5a19b96c11e24c23922f710d6aec513f_256)] [added: [139](#ic79d8ed693b6405e961f3560ad108010_271)] | | |

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| [removed: [Item 15.](#i5a19b96c11e24c23922f710d6aec513f_262)] [added: [I](#ic79d8ed693b6405e961f3560ad108010_277)[tem](#ic79d8ed693b6405e961f3560ad108010_277) [15.](#ic79d8ed693b6405e961f3560ad108010_277)] | | | [Exhibits and Financial Statement [removed: Schedules](#i5a19b96c11e24c23922f710d6aec513f_262)] [added: Schedules](#ic79d8ed693b6405e961f3560ad108010_277)] | | | [removed: [140](#i5a19b96c11e24c23922f710d6aec513f_262)] [added: [139](#ic79d8ed693b6405e961f3560ad108010_277)] | | |

The terms “Valero,” “we,” “our,” and “us,” as used in this report, may refer to Valero Energy Corporation, [removed: to] one or more of its consolidated subsidiaries, or [removed: to] all of them taken as a whole.

You should read our forward-looking statements together with our disclosures beginning on page [removed: 30] [added: [35](#ic79d8ed693b6405e961f3560ad108010_73)] of this report under the [removed: heading:] [added: heading] “CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.” [added: Note references in this report to Notes to Consolidated Financial Statements can be found beginning on page [76](#ic79d8ed693b6405e961f3560ad108010_163), under “PART II, ITEM 8.]

We [added: are a multinational manufacturer and marketer of petroleum-based and low-carbon liquid transportation fuels and petrochemical products, and we] sell our products primarily in the United States (U.S.), Canada, the United Kingdom (U.K.), Ireland, and Latin America.

See [removed: “VALERO’S] [added: “OUR] OPERATIONS” [added: below] for additional information about [removed: our operations] [added: the operations, products,] and [removed: properties.][added: properties of each of our reportable segments.]

Information (including any presentation or report) on our website is not part of, and is not incorporated into, this report or any other report we may file with [removed: (or] [added: or] furnish [removed: to)] [added: to] the U.S. Securities and Exchange Commission (SEC), whether made before or after the date of this [removed: Annual Report] [added: annual report] on Form 10-K and irrespective of any general incorporation language therein.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports, as well as any amendments to those reports, filed with [removed: (or] [added: or] furnished [removed: to)] [added: to] the [removed: U.S.] SEC are available on our website (under Investors > Financials > SEC Filings) free of charge, soon after we file or furnish such material.

Additionally, on our website (under Investors > ESG), we post our corporate governance guidelines and other governance policies, codes of ethics, and the charters of the committees of our [removed: board of directors.][added: Board.]

See Note 13 of Notes to Consolidated Financial [removed: Statements, which is incorporated herein by reference,] [added: Statements] regarding our accounting for DGD.

We strive to manage our business to responsibly meet the world’s [added: growing] demand for reliable and affordable [removed: energy and have made multibillion-dollar investments to develop and grow our low-carbon renewable diesel and ethanol businesses.][added: energy.]


| [PART I](#ic79d8ed693b6405e961f3560ad108010_19) | | | | | | [1](#ic79d8ed693b6405e961f3560ad108010_19) | | |

| | | | [Our Business](#ic79d8ed693b6405e961f3560ad108010_25) | | | [1](#ic79d8ed693b6405e961f3560ad108010_25) | | |

| | | | [Our Comprehensive Liquid Fuels Strategy](#ic79d8ed693b6405e961f3560ad108010_31) | | | [1](#ic79d8ed693b6405e961f3560ad108010_31) | | |

| | | | [En](#ic79d8ed693b6405e961f3560ad108010_3043)[vironmental Management Systems](#ic79d8ed693b6405e961f3560ad108010_3043) | | | [5](#ic79d8ed693b6405e961f3560ad108010_3043) | | |

| | | | [Our Operations](#ic79d8ed693b6405e961f3560ad108010_34) | | | [5](#ic79d8ed693b6405e961f3560ad108010_34) | | |

| | | | [Properties](#ic79d8ed693b6405e961f3560ad108010_46) | | | [16](#ic79d8ed693b6405e961f3560ad108010_46) | | |

| [I](#ic79d8ed693b6405e961f3560ad108010_55)[tem](#ic79d8ed693b6405e961f3560ad108010_55) [3.](#ic79d8ed693b6405e961f3560ad108010_55) | | | [Legal Proceedings](#ic79d8ed693b6405e961f3560ad108010_55) | | | [32](#ic79d8ed693b6405e961f3560ad108010_55) | | |

| [PART II](#ic79d8ed693b6405e961f3560ad108010_61) | | | | | | [33](#ic79d8ed693b6405e961f3560ad108010_61) | | |

| [I](#ic79d8ed693b6405e961f3560ad108010_67)[tem](#ic79d8ed693b6405e961f3560ad108010_67) [6.](#ic79d8ed693b6405e961f3560ad108010_67) | | | [\[R](#ic79d8ed693b6405e961f3560ad108010_67)[eserved](#ic79d8ed693b6405e961f3560ad108010_67)[\]](#ic79d8ed693b6405e961f3560ad108010_67) | | | [35](#ic79d8ed693b6405e961f3560ad108010_67) | | |

| [I](#ic79d8ed693b6405e961f3560ad108010_262)[tem](#ic79d8ed693b6405e961f3560ad108010_262) [9A.](#ic79d8ed693b6405e961f3560ad108010_262) | | | [Controls and Procedures](#ic79d8ed693b6405e961f3560ad108010_262) | | | [138](#ic79d8ed693b6405e961f3560ad108010_262) | | |

| [I](#ic79d8ed693b6405e961f3560ad108010_265)[tem](#ic79d8ed693b6405e961f3560ad108010_265) [9B.](#ic79d8ed693b6405e961f3560ad108010_265) | | | [Other Information](#ic79d8ed693b6405e961f3560ad108010_265) | | | [138](#ic79d8ed693b6405e961f3560ad108010_265) | | |

| [I](#ic79d8ed693b6405e961f3560ad108010_2791)[tem](#ic79d8ed693b6405e961f3560ad108010_2791) [9C.](#ic79d8ed693b6405e961f3560ad108010_2791) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic79d8ed693b6405e961f3560ad108010_2791) | | | [138](#ic79d8ed693b6405e961f3560ad108010_2791) | | |

| [PART IV](#ic79d8ed693b6405e961f3560ad108010_274) | | | | | | [139](#ic79d8ed693b6405e961f3560ad108010_274) | | |

| [I](#ic79d8ed693b6405e961f3560ad108010_280)[tem](#ic79d8ed693b6405e961f3560ad108010_280) [16.](#ic79d8ed693b6405e961f3560ad108010_280) | | | [Form 10-K Summary](#ic79d8ed693b6405e961f3560ad108010_280) | | | [143](#ic79d8ed693b6405e961f3560ad108010_280) | | |

| [Signature](#ic79d8ed693b6405e961f3560ad108010_283) | | | | | | [144](#ic79d8ed693b6405e961f3560ad108010_283) | | |

The term “DGD,” as used in this report, may refer to Diamond Green Diesel Holdings LLC, its wholly owned consolidated subsidiary, or both of them taken as a whole.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.”

OUR BUSINESS

We own 15 petroleum refineries located in the U.S., Canada, and the U.K. with a combined throughput capacity of approximately 3.2 million barrels per day (BPD).

We are a joint venture member in Diamond Green Diesel Holdings LLC (DGD)1, which owns a renewable diesel plant located in the Gulf Coast region of the U.S. with a production capacity of 700 million gallons per year, and we own 12 ethanol plants located in the Mid-Continent region of the U.S. with a combined production capacity of approximately 1.6 billion gallons per year.

We manage our operations through our Refining, Renewable Diesel, and Ethanol segments.

OUR COMPREHENSIVE LIQUID FUELS STRATEGY

We believe that liquid transportation fuels—both petroleum-based and low-carbon— help meet that demand, and we expect that they will continue to be an essential source of transportation fuels well into the future.

Our strategic actions have enabled us to be a low-cost, efficient, and reliable supplier of these liquid transportation fuels to much of the world.

Our petroleum refineries operate in locations with current operating cost and/or other advantages, as described below under “OUR OPERATIONS—*Refining*,” and we believe our refineries are positioned to meet the strong worldwide demand for our petroleum-based products.

Through our refining business, we believe that we have developed expertise in liquid fuels manufacturing and a platform for the marketing and distribution of liquid fuels, and we seek to leverage this expertise and platform to expand and optimize our low-carbon fuels businesses.

We expect that low-carbon liquid fuels will continue to be a growing part of the energy mix, and we have made multibillion-dollar investments to develop and grow our low-carbon renewable diesel and ethanol businesses, as described below under “OUR OPERATIONS—*Renewable Diesel*,” and “*—Ethanol*.” These businesses have made us one of the world’s largest low-carbon fuels producers and have helped governments across the world achieve their greenhouse gas (GHG) emissions reduction targets.

Even so, we continue to seek low-carbon fuel opportunities and to improve our environmental, social, and governance (ESG) practices.

Regulations, Policies, and Standards Driving Low-Carbon Fuel Demand

These regulations, policies, and standards include, but are not limited to, the RFS, LCFS, and similar programs (collectively, the Renewable and Low-Carbon Fuel Blending Programs).

The RFS and LCFS programs are defined and discussed below under “U.S. Environmental Protection Agency (EPA) Renewable Fuel Standard (RFS) Program” and “California Low Carbon Fuel Standard (LCFS).” While many of these regulations, policies, and standards result in additional costs to our refining business, they have created opportunities for us to develop our renewable diesel and ethanol businesses, and they should continue to help drive the demand for our renewable diesel and ethanol products.

The U.S. and California low-carbon fuel regulations, policies, and standards discussed below currently have the most significant impact on our business.

However, other municipal, state, and national governments across the world, including in many of the jurisdictions in which we operate, have issued, or are considering issuing, similar low-carbon fuel regulations, policies, and standards.

See “ITEM 1A.

RISK FACTORS—Legal, Governmental, and Regulatory Risks—*Compliance with, or developments concerning, the Renewable and Low-Carbon Fuel Blending Programs, and other regulations, policies, and standards impacting the demand for low-carbon fuels could adversely affect our performance*.” In addition, see Note 1 of Notes to Consolidated Financial Statements regarding our accounting for the costs of the blending programs under *“*Costs of Renewable and Low-Carbon Fuel Blending Programs,” Note 21 for disclosure of the costs of the blending programs under “Renewable and Low-Carbon Fuel Blending Programs Price Risk,” and Note 18 for disclosure of our blender’s tax credits under “*Segment Information*.”

U.S. Environmental Protection Agency (EPA) Renewable Fuel Standard (RFS) Program

The EPA created the RFS program pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007.

Under the RFS program, by November 30 of each year, the EPA is required to set annual quotas for the volume of renewable fuels that must be blended into petroleum-based transportation fuels consumed in the U.S. in the next compliance year.

The quotas are set by class of renewable fuel (i.e., biomass-based diesel, cellulosic biofuel, advanced biofuel, and total renewable fuel) and are collectively referred to as the renewable volume obligation (RVO).

| [PART I](#i5a19b96c11e24c23922f710d6aec513f_19) | | | | | | [1](#i5a19b96c11e24c23922f710d6aec513f_19) | | |

| | | | [Overview](#i5a19b96c11e24c23922f710d6aec513f_25) | | | [1](#i5a19b96c11e24c23922f710d6aec513f_25) | | |

| | | | [Environmental Stewardship](#i5a19b96c11e24c23922f710d6aec513f_3047) | | | [2](#i5a19b96c11e24c23922f710d6aec513f_3047) | | |

| | | | [Valero’s Operations](#i5a19b96c11e24c23922f710d6aec513f_31) | | | [3](#i5a19b96c11e24c23922f710d6aec513f_31) | | |

| | | | [Properties](#i5a19b96c11e24c23922f710d6aec513f_40) | | | [13](#i5a19b96c11e24c23922f710d6aec513f_40) | | |

| [Item 3.](#i5a19b96c11e24c23922f710d6aec513f_49) | | | [Legal Proceedings](#i5a19b96c11e24c23922f710d6aec513f_49) | | | [26](#i5a19b96c11e24c23922f710d6aec513f_49) | | |

| [PART II](#i5a19b96c11e24c23922f710d6aec513f_55) | | | | | | [27](#i5a19b96c11e24c23922f710d6aec513f_55) | | |

| [Item 6.](#i5a19b96c11e24c23922f710d6aec513f_61) | | | [Selected Financial Data](#i5a19b96c11e24c23922f710d6aec513f_61) | | | [29](#i5a19b96c11e24c23922f710d6aec513f_61) | | |

| [Item 9A.](#i5a19b96c11e24c23922f710d6aec513f_247) | | | [Controls and Procedures](#i5a19b96c11e24c23922f710d6aec513f_247) | | | [139](#i5a19b96c11e24c23922f710d6aec513f_247) | | |

| [Item 9B.](#i5a19b96c11e24c23922f710d6aec513f_250) | | | [Other Information](#i5a19b96c11e24c23922f710d6aec513f_250) | | | [139](#i5a19b96c11e24c23922f710d6aec513f_250) | | |

| [PART IV](#i5a19b96c11e24c23922f710d6aec513f_259) | | | | | | [140](#i5a19b96c11e24c23922f710d6aec513f_259) | | |

| [Signature](#i5a19b96c11e24c23922f710d6aec513f_265) | | | | | | [144](#i5a19b96c11e24c23922f710d6aec513f_265) | | |

We own 15 petroleum refineries that produce conventional gasolines, premium gasolines, reformulated gasoline, 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 petroleum products.

We are also a joint venture partner in Diamond Green Diesel Holdings LLC (DGD)1, which owns a plant that produces renewable diesel.

We also own 13 ethanol plants that produce ethanol and various co-products.

Renewable diesel and ethanol are both low-carbon transportation fuels.

In this same location, we also publish our Environmental, Social and Governance (ESG) company overview, our Sustainability Accounting Standards Board (SASB) Report, our Stewardship and Responsibility Report, and our Review of Climate-Related Risks and Opportunities.

ENVIRONMENTAL STEWARDSHIP

Our Goals

These renewable fuels businesses have made us one of the world’s largest renewable fuels producers.

Even so, we continually seek to find ways to reduce the environmental impact of all of our operations and improve our ESG practices.

Renewable Fuels

For example, we expect to invest almost $2 billion3 over the next three years to complete the expansion of DGD’s existing renewable diesel plant located next to our St. Charles Refinery in Norco, Louisiana (the DGD Plant) and to build DGD’s second plant next to our Port Arthur Refinery in Port Arthur, Texas.

We believe that the growth of our renewable fuels businesses not only provides a good business opportunity, but it is also an opportunity for us to produce fuels that reduce carbon emissions.

Renewable diesel and ethanol are low-carbon transportation fuels that have the potential to result in meaningful reductions in life cycle carbon emissions compared to traditional diesel and non-blended gasoline.

Blending and credits with respect to renewable fuels may also help offset greenhouse gas (GHG) emissions.

Reports

We publish and make available on our website various climate-related reports and presentations.

These include:

- our presentation providing an ESG overview of our company,

- our SASB Report, which aligns Valero’s performance data with the recommendations of the SASB framework in the Oil and Gas – Refining and Marketing industry standard,

- our Stewardship and Responsibility Report, and

DGD is our consolidated joint venture, which is described in “OVERVIEW” above.

3 Represents 100 percent of DGD’s expected capital investments from January 1, 2021 through December 31, 2023 related to the expansion of its existing renewable diesel plant and the construction of its second plant.

See footnote 2 above.

- our Review of Climate-Related Risks and Opportunities, which is aligned with the main principles outlined in the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosure.

See “—AVAILABLE INFORMATION” above.

VALERO’S OPERATIONS

4 We revised our reportable segments effective January 1, 2019 to align with certain changes in how our chief operating decision maker manages and allocates resources to our business.

Accordingly, we created the renewable diesel segment because of the growth of renewable fuels in the market and the growth in our investments in renewable fuels production.

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 4,982] [added: 4,813] holders of record of our common stock.

Dividends are considered quarterly by the [removed: board of directors,] [added: Board,] may be paid only when approved by the [removed: board,] [added: 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.

The following table discloses purchases of shares of our common stock made by us or on our behalf during the fourth quarter of [removed: 2020.][added: 2021.]

(a)The shares reported in this column represent purchases settled in the fourth quarter of [removed: 2020] [added: 2021] 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 [removed: board of directors] [added: Board] authorized our purchase of up to $2.5 billion of our outstanding common stock (the 2018 Program), with no expiration date.

As of December 31, [removed: 2020,] [added: 2021,] we had $1.4 billion remaining available for purchase under the 2018 Program.

*The [added: following] performance graph [removed: on the following page] is not “soliciting material,” is not deemed filed with the [removed: U.S.] SEC, and is not to be incorporated by reference into any of [removed: Valero*’*s] [added: our] filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, respectively*.

The following line graph compares the cumulative total [removed: return5] [added: return3] on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peers (that we selected) for the five-year period commencing December 31, [removed: 2015] [added: 2016] and ending December 31, [removed: 2020.][added: 2021.]

[removed: Also added was the] [added: The] Energy Select Sector SPDR Fund [removed: index (XLE), which includes approximately 30 energy companies and] [added: (XLE)] serves as a proxy for stock price performance of the energy sector and includes [added: energy] companies with which we compete for capital.

We believe that [removed: the revised] [added: our] peer group represents [removed: an improved] [added: a] group of companies for making head-to-head performance comparisons in a competitive operating environment that is primarily characterized by U.S.-based companies that have business models predominantly consisting of downstream refining operations, together with similarly sized energy companies that share operating similarities to us, and that are in adjacent segments of the oil and gas industry.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN5][added: RETURN3]

Among [removed: Valero Energy Corporation,] [added: Valero,] the S&P 500 Index, [added: and Peer Group]

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

[removed: 5] [added: 3] Assumes that an investment in Valero common [removed: stock] [added: stock, the S&P 500 index,] and [removed: each index] [added: our peer group] was $100 on December 31, [removed: 2015.][added: 2016.]

[removed: “Cumulative] [added: Cumulative] total [removed: return”] [added: return] is based on share price appreciation plus reinvestment of dividends from December 31, [removed: 2015] [added: 2016] through December 31, [removed: 2020.][added: 2021.]

| October 2021 | | | | | | 3,083 | | | | | | $ | 80.40 | | | | | 3,083 | | | | | | — | | | | | | $1.4 billion | | |

| November 2021 | | | | | | 147,445 | | | | | | $ | 76.04 | | | | | 147,445 | | | | | | — | | | | | | $1.4 billion | | |

| December 2021 | | | | | | 7,928 | | | | | | $ | 69.68 | | | | | 7,928 | | | | | | — | | | | | | $1.4 billion | | |

| Total | | | | | | 158,456 | | | | | | $ | 75.81 | | | | | 158,456 | | | | | | — | | | | | | $1.4 billion | | |

| Valero common stock | | | $ | 100.00 | | | | | $ | 139.98 | | | | | $ | 117.98 | | | | | $ | 153.80 | | | | | $ | 99.04 | | | | | $ | 138.98 | |

| S&P 500 index | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| Peer Group | | | 100.00 | | | | | | 114.94 | | | | | | 107.11 | | | | | | 110.73 | | | | | | 68.00 | | | | | | 110.49 | | |

| October 2020 | | | | | | 13 | | | | | | $ | 39.91 | | | | | 13 | | | | | | — | | | | | | $1.4 billion | | |

| November 2020 | | | | | | 191,256 | | | | | | $ | 43.32 | | | | | 191,256 | | | | | | — | | | | | | $1.4 billion | | |

| December 2020 | | | | | | 11,551 | | | | | | $ | 55.40 | | | | | 11,551 | | | | | | — | | | | | | $1.4 billion | | |

| Total | | | | | | 202,820 | | | | | | $ | 44.01 | | | | | 202,820 | | | | | | — | | | | | | $1.4 billion | | |

Removed from the prior year’s peer group were BP p.l.c.

and Royal Dutch Shell plc, while ConocoPhillips, EOG Resources, Inc., and Occidental Petroleum Corporation were added.

Old Peer Group, and New Peer Group

| Valero Common Stock | | | $ | 100.00 | | | | | $ | 100.78 | | | | | $ | 141.08 | | | | | $ | 118.90 | | | | | $ | 155.00 | | | | | $ | 99.82 | |

| S&P 500 | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| Old Peer Group | | | 100.00 | | | | | | 120.01 | | | | | | 152.07 | | | | | | 141.70 | | | | | | 155.42 | | | | | | 96.05 | | |

| New Peer Group | | | 100.00 | | | | | | 113.28 | | | | | | 130.35 | | | | | | 121.31 | | | | | | 125.22 | | | | | | 76.79 | | |

The selected financial data for the five-year period ended December 31, 2020 was derived from our audited financial statements.

The following table should be read together with Item 7, “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and with the historical financial statements and accompanying notes included in Item 8, “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.”

The following summaries are in millions of dollars, except for per share amounts:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 (a) | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 (b) | | | | | | 2016 (c) | | |

| Revenues | | | $ | 64,912 | | | | | $ | 108,324 | | | | | $ | 117,033 | | | | | $ | 93,980 | | | | | $ | 75,659 | |

| Net income (loss) | | | (1,107) | | | | | | 2,784 | | | | | | 3,353 | | | | | | 4,156 | | | | | | 2,417 | | |

| Earnings (loss) per common share – assuming dilution | | | (3.50) | | | | | | 5.84 | | | | | | 7.29 | | | | | | 9.16 | | | | | | 4.94 | | |

| Dividends per common share | | | 3.92 | | | | | | 3.60 | | | | | | 3.20 | | | | | | 2.80 | | | | | | 2.40 | | |

| Total assets | | | 51,774 | | | | | | 53,864 | | | | | | 50,155 | | | | | | 50,158 | | | | | | 46,173 | | |

| Debt and finance lease obligations, less current portion | | | 13,954 | | | | | | 9,178 | | | | | | 8,871 | | | | | | 8,750 | | | | | | 7,886 | | |

________________________

(a)Includes a charge of $224 million related to the liquidation of last-in, first-out (LIFO) inventory layers.

(b)Includes the impact of the Tax Cuts and Jobs Act of 2017 that was enacted on December 22, 2017 and resulted in a net income tax benefit of $1.9 billion.

(c)Includes a noncash LCM inventory valuation adjustment that resulted in a pre-tax benefit of $747 million.

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management evaluated the effectiveness of Valero’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Management believes that as of December 31, [removed: 2020,] [added: 2021,] our internal control over financial reporting was effective based on those criteria.

Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, which begins on page [removed: 64] [added: [69](#ic79d8ed693b6405e961f3560ad108010_142)] of this report.

We have audited the accompanying consolidated balance sheets of Valero Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 23, 2021] [added: 22, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: The communication of a critical audit matter does not alter in any way our opinion on the consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Note 16 to the consolidated financial statements, as of December 31, [removed: 2020,] [added: 2021,] the Company has gross unrecognized tax benefits, excluding related interest and penalties, of [removed: $847] [added: $816] million.

Due to the complexities inherent in the interpretation of income tax laws in domestic and [removed: international] [added: foreign] jurisdictions, it is uncertain whether some of the Company’s income tax positions will be sustained upon examination.

We have audited Valero Energy Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 23, 2021] [added: 22, 2022] expressed an unqualified opinion on those consolidated financial statements.

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | | [added: | | |]

| Cash and cash equivalents | | | $ | [removed: 3,313] [added: 4,122] | | | | | $ | [removed: 2,583] [added: 3,313] | |

| Receivables, net | | | [removed: 6,109] [added: 10,378] | | | | | | [removed: 8,988] [added: 6,109] | | |

| Inventories | | | [removed: 6,038] [added: 6,265] | | | | | | [removed: 7,013] [added: 6,038] | | |

| Prepaid expenses and other | | | [removed: 384] [added: 400] | | | | | | [removed: 385] [added: 384] | | |

| Total current assets | | | [removed: 15,844] [added: 21,165] | | | | | | [removed: 18,969] [added: 15,844] | | |

| Property, plant, and equipment, at cost | | | [removed: 46,967] [added: 49,072] | | | | | | [removed: 44,294] [added: 46,967] | | |

| Accumulated depreciation | | | [removed: (16,578)] [added: (18,225)] | | | | | | [removed: (15,030)] [added: (16,578)] | | |

| Property, plant, and equipment, net | | | [removed: 30,389] [added: 30,847] | | | | | | [removed: 29,264] [added: 30,389] | | |

| Deferred charges and other assets, net | | | [removed: 5,541] [added: 5,876] | | | | | | [removed: 5,631] [added: 5,541] | | |

| Total assets | | | $ | [removed: 51,774] [added: 57,888] | | | | | $ | [removed: 53,864] [added: 51,774] | |

| Current portion of debt and finance lease obligations | | | $ | [removed: 723] [added: 1,264] | | | | | $ | [removed: 494] [added: 723] | |

| Accounts payable | | | [removed: 6,082] [added: 12,495] | | | | | | [removed: 10,205] [added: 6,082] | | |

| Accrued expenses | | | [removed: 994] [added: 1,253] | | | | | | [removed: 949] [added: 994] | | |

| Taxes other than income taxes payable | | | [removed: 1,372] [added: 1,461] | | | | | | [removed: 1,304] [added: 1,372] | | |

| Income taxes payable | | | [removed: 112] [added: 378] | | | | | | [removed: 208] [added: 112] | | |

| Total current liabilities | | | [removed: 9,283] [added: 16,851] | | | | | | [removed: 13,160] [added: 9,283] | | |

| Debt and finance lease obligations, less current portion | | | [removed: 13,954] [added: 12,606] | | | | | | [removed: 9,178] [added: 13,954] | | |

| Deferred income tax liabilities | | | [removed: 5,275] [added: 5,210] | | | | | | [removed: 5,103] [added: 5,275] | | |

| Other long-term liabilities | | | [removed: 3,620] [added: 3,404] | | | | | | [removed: 3,887] [added: 3,620] | | |

| Additional paid-in capital | | | [removed: 6,814] [added: 6,827] | | | | | | [removed: 6,821] [added: 6,814] | | |

| Treasury stock, at cost; [removed: 265,096,171] [added: 264,305,955] and [removed: 264,209,742] [added: 265,096,171] common shares | | | [removed: (15,719)] [added: (15,677)] | | | | | | [removed: (15,648)] [added: (15,719)] | | |

| Retained earnings | | | [removed: 28,953] [added: 28,281] | | | | | | [removed: 31,974] [added: 28,953] | | |

| Accumulated other comprehensive loss | | | [removed: (1,254)] [added: (1,008)] | | | | | | [removed: (1,351)] [added: (1,254)] | | |

| Total Valero Energy Corporation stockholders’ equity | | | [removed: 18,801] [added: 18,430] | | | | | | [removed: 21,803] [added: 18,801] | | |

| Noncontrolling interests | | | [removed: 841] [added: 1,387] | | | | | | [removed: 733] [added: 841] | | |

| Total equity | | | [removed: 19,642] [added: 19,817] | | | | | | [removed: 22,536] [added: 19,642] | | |

The communication of a critical audit matter does not alter in any way our opinion on the consolidated

February 22, 2022

February 22, 2022

| | | | 2021 | | | | | | 2020 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 930 | | | | | | — | | | | | | 930 | | | | | | 358 | | | | | | 1,288 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 246 | | | | | | 246 | | | | | | 1 | | | | | | 247 | | |

| Balance as of December 31, 2021 | | | $ | 7 | | | | | $ | 6,827 | | | | | $ | (15,677) | | | | | $ | 28,281 | | | | | $ | (1,008) | | | | | $ | 18,430 | | | | | $ | 1,387 | | | | | $ | 19,817 | |

| Net income (loss) | | | $ | 1,288 | | | | | $ | (1,107) | | | | | $ | 2,784 | |

| Loss on early redemption and retirement of debt | | | 193 | | | | | | — | | | | | | 22 | | |

| Gain on sale of partial interest in MVP Terminalling, LLC (MVP) | | | (62) | | | | | | — | | | | | | — | | |

| Proceeds from sale of partial interest in MVP | | | 270 | | | | | | — | | | | | | — | | |

| DGD | | | 301 | | | | | | — | | | | | | — | | |

| Other VIEs | | | 81 | | | | | | 250 | | | | | | 239 | | |

| DGD | | | (180) | | | | | | — | | | | | | — | | |

| Premiums on early redemption and retirement of debt | | | (179) | | | | | | — | | | | | | (21) | | |

The term “DGD,” as used in this report, may refer to Diamond Green Diesel Holdings LLC, its wholly owned consolidated subsidiary, or both of them taken as a whole.

We are a multinational manufacturer and marketer of petroleum-based and low-carbon liquid transportation fuels and petrochemical products, and we sell our products primarily in the United States (U.S.), Canada, the United Kingdom (U.K.), Ireland, and Latin America.

Prior year amounts that were presented separately for our acquisition of ethanol plants and our acquisitions of undivided interests have been combined into “other investing activities, net.”

improvements impact the useful life of the group.

A goodwill impairment loss is recognized for the amount that the carrying

our own refineries.

Costs of Renewable and Low-Carbon Fuel Blending Programs

We purchase credits to comply with various governmental and regulatory blending programs, such as the U.S. Environmental Protection Agency’s Renewable Fuel Standard, the California Low Carbon Fuel Standard, and similar programs in other jurisdictions in which we operate (collectively, the Renewable and Low-Carbon Fuel Blending Programs).

We purchase compliance credits (primarily Renewable Identification Numbers (RINs)) to comply with government regulations that require us to blend a certain volume of renewable and low-carbon fuels into the petroleum-based transportation fuels we produce in, or import into, the respective jurisdiction to be consumed therein based on annual quotas.

If the number of purchased credits exceeds our obligation as of the balance sheet date, we record a prepaid asset equal to the amount paid for those excess credits.

Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2021-01—“Reference Rate Reform (Topic 848): Scope” was issued and adopted prospectively by us on January 7, 2021.

UNCERTAINTIES

At the onset of the COVID-19 pandemic in March 2020, governmental authorities around the world imposed restrictions, such as stay-at-home orders and other social distancing measures, to slow the spread of COVID-19.

These measures resulted in significant economic disruption globally as reduced economic activity negatively impacted many businesses, including our business.

During 2020, we experienced a decline in the demand for most of the liquid transportation fuels that we produce and sell, and thus also a decline in the market prices of those products, due to a decrease in the level of individual movement and travel resulting from the restrictions and general public health concerns.

Some governmental authorities began lifting restrictions in the latter part of 2020 and this continued to varying degrees throughout 2021.

These actions have contributed to increasing levels of individual movement and travel and a resulting increase in the demand for and market prices of our products.

However, some governmental authorities continue to impose some level of restrictions due in part to new outbreaks, including those related to new variants of the virus (such as the delta and omicron variants).

Additionally, the lingering effects of the COVID-19 pandemic and variants of the virus continue to negatively impact the level of air travel, global supply chains, and the labor market.

The distribution of vaccines beginning in late 2020 has helped decrease the rates and severity of infection and contributed to the lifting of many restrictions.

The ongoing distribution of vaccines may result in the continued lifting of restrictions globally and may be seen as a key factor contributing to the ongoing restoration of public confidence, and thus also to stimulating and increasing global economic activity.

However, the risk remains that vaccines may not be distributed widely on a timely basis, they may not be as effective against new variants of the virus, and/or the level of individuals’ willingness to receive a vaccine may not be as strong or as timely as needed.

Additionally, some governmental authorities have announced requirements and mandates, including steep fines for noncompliance, on employers concerning workforce vaccination and testing.

Many large companies across the world, independent of such government regulations, have also begun implementing vaccine requirements and mandates for their workforces, or as a prerequisite to providing customers certain goods and services in person.

These requirements and mandates have evoked mixed reactions and have created additional challenges and costs, both administratively and operationally, for employers (including us and our counterparties) and their workforces.

February 23, 2021

VALERO ENERGY CORPORATION

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2017 | | | $ | 7 | | | | | $ | 7,039 | | | | | $ | (13,315) | | | | | $ | 29,200 | | | | | $ | (940) | | | | | $ | 21,991 | | | | | $ | 909 | | | | | $ | 22,900 | |

| Reclassification of stranded income tax effects | | | — | | | | | | — | | | | | | — | | | | | | 91 | | | | | | (91) | | | | | | — | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 3,122 | | | | | | — | | | | | | 3,122 | | | | | | 231 | | | | | | 3,353 | | |

| Open market stock purchases | | | — | | | | | | — | | | | | | (1,511) | | | | | | — | | | | | | — | | | | | | (1,511) | | | | | | — | | | | | | (1,511) | | |

| Peru Acquisition, net of cash acquired | | | — | | | | | | — | | | | | | (468) | | |

| Acquisition of ethanol plants | | | — | | | | | | (3) | | | | | | (320) | | |

| Acquisitions of undivided interests | | | — | | | | | | (72) | | | | | | (212) | | |

| Minor acquisitions | | | — | | | | | | — | | | | | | (88) | | |

We are an international manufacturer and marketer of transportation fuels and petrochemical products.

We also own 13 ethanol plants with a combined production capacity of 1.69 billion gallons per year as of December 31, 2020 that are located in the Mid-Continent region of the U.S. We sell our products primarily in the U.S., Canada, the U.K., Ireland, and Latin America.

As discussed in Note 2, the outbreak of COVID-19 and its development into a pandemic in March 2020 has resulted in significant economic disruption globally.

While demand and market prices for most of our products increased during the second half of 2020 compared to the low product demand during the first half of 2020, developments with respect to COVID-19 have been occurring at a rapid pace and the risk remains that circumstances could change.

For instance, beginning in the latter part of the second quarter of 2020, certain governmental authorities in the U.S. and other countries across the world began lifting many of the restrictions put in place to slow the spread of COVID-19.

However, in the second half of 2020, many locations where restrictions were lifted, and others where the restrictions were only more moderately lifted (such as California in our U.S. West Coast region, and New York, Canada, and the U.K. in our North Atlantic region), experienced a resurgence in the spread of COVID-19, which prompted many governmental authorities to reimpose certain restrictions.

In December 2020, the U.S. Food and Drug Administration and Canadian and U.K. regulators each granted emergency-use authorization for multiple COVID-19 vaccines to be used as immunization against the COVID-19 virus.

Although these vaccines may be seen as a key factor in helping to restore public confidence, and thus stimulate and increase economic activity, potentially to pre-pandemic levels, they may not be distributed widely on a timely basis and they may not be effective against new variants of the virus.

Therefore, our operating results for the year ended December 31, 2020 do not fully reflect the impact this disruption will likely continue to have on us.

The changes were due to (i) the reclassification of amounts for income taxes receivable from prepaid expenses and other to

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

“receivables, net” in the consolidated balance sheets and (ii) the reclassification of amounts for repayments of debt and finance lease obligations from “other financing activities, net” in the consolidated statements of cash flows to repayments of debt and finance lease obligations (excluding VIEs).

property assets is expensed as incurred.

commitment to a formal plan of action.

Environmental Compliance Program Costs

We purchase credits in the open market to meet our obligations under various environmental compliance programs.

We purchase biofuel credits (primarily RINs in the U.S.) to comply with government regulations that require us to blend a certain percentage of biofuels into the products we produce.

We purchase greenhouse gas (GHG) emission credits to comply with government regulations concerning various GHG emission programs, including cap-and-trade systems.

These programs are described in Note 21 under “*Risk Management Activities by Type of Risk*—Environmental Compliance Program Price Risk.”

We adopted the following Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASUs) on January 1, 2020.

Our adoption of these ASUs did not have a material impact on our financial statements or related disclosures.

| ASU | | | | | | | | | | | | | | | Basis of Adoption | | |

| 2016-13 | | | Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (including codification improvements in ASUs 2018-19 and 2019-11 and ASU 2020-02—Financial Instruments—Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119) | | | | | | | | | | | | Cumulative effect | | |

| 2018-15 | | | Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract | | | | | | | | | | | | Prospectively | | |

| 2019-12 | | | Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | | | | | | | | | | | | Prospectively | | |

The following FASB ASU was issued and adopted by us on March 12, 2020.

Disclosure Controls and [removed: Procedures.][added: Procedures]

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2020.][added: 2021.]

Internal Control over Financial [removed: Reporting.][added: Reporting]

[removed: *(a) Management*’*s] [added: (a) Management’s] Report on Internal Control over Financial [removed: Reporting.*][added: Reporting.]

The management report on [removed: Valero’s] [added: our] internal control over financial reporting required by [removed: Item 9A] [added: this item] appears in [removed: Item 8 on page 61 of this report, and is incorporated herein by reference.][added: “[ITEM 8.]

[removed: *(b) Attestation] [added: (b) Attestation] Report of the Independent Registered Public Accounting [removed: Firm.*][added: Firm.]

KPMG LLP’s report on [removed: Valero’s] [added: our] internal control over financial reporting appears in [removed: Item 8 beginning on page 64 of this report, and is incorporated herein by reference.][added: “[ITEM 8.]

[removed: *(c) Changes] [added: (c) Changes] in Internal Control over Financial [removed: Reporting.*][added: Reporting.]

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ic79d8ed693b6405e961f3560ad108010_133)” on page [66](#ic79d8ed693b6405e961f3560ad108010_136) of this report, and is incorporated by reference into this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ic79d8ed693b6405e961f3560ad108010_133)” beginning on page [69](#ic79d8ed693b6405e961f3560ad108010_142) of this report, and is incorporated by reference into this item.

PART III

ITEMS 10-14.

The information required by Items 10 through 14 of Form 10-K is incorporated herein by reference to the definitive proxy statement for our 2021 annual meeting of stockholders.

We expect to file the proxy statement with the U.S. SEC on or before March 31, 2021.

PART IV

Not applicable.

PART III

ITEMS 10-14.

The information required by ITEMS 10 through 14 of Form 10-K is incorporated by reference into these items to the definitive proxy statement for our 2022 annual meeting of stockholders.

We expect to file the proxy statement with the SEC on or before March 31, 2022.

No other information other than what is required to satisfy ITEMS 10 through 14 of Form 10-K is incorporated by reference into these items from such proxy statement.

See the cross-reference sheet on page “[i](#ic79d8ed693b6405e961f3560ad108010_10).”

PART IV

| [Management’s report on internal control over financial [removed: reporting](#i5a19b96c11e24c23922f710d6aec513f_118)] [added: reporting](#ic79d8ed693b6405e961f3560ad108010_136)] | | | [removed: [61](#i5a19b96c11e24c23922f710d6aec513f_118)] [added: [66](#ic79d8ed693b6405e961f3560ad108010_136)] | | |

| [Consolidated balance sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i5a19b96c11e24c23922f710d6aec513f_130)] [added: 2020](#ic79d8ed693b6405e961f3560ad108010_145)] | | | [removed: [66](#i5a19b96c11e24c23922f710d6aec513f_130)] [added: [71](#ic79d8ed693b6405e961f3560ad108010_145)] | | |

| [Consolidated statements of income for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i5a19b96c11e24c23922f710d6aec513f_133)] [added: 2019](#ic79d8ed693b6405e961f3560ad108010_148)] | | | [removed: [67](#i5a19b96c11e24c23922f710d6aec513f_133)] [added: [72](#ic79d8ed693b6405e961f3560ad108010_148)] | | |

| [Consolidated statements of comprehensive income for the years ended December 31, [removed: 2020, 2019,] [added: 2021,](#ic79d8ed693b6405e961f3560ad108010_154) [2020,] and [removed: 2018](#i5a19b96c11e24c23922f710d6aec513f_139)] [added: 2019](#ic79d8ed693b6405e961f3560ad108010_154)] | | | [removed: [68](#i5a19b96c11e24c23922f710d6aec513f_139)] [added: [73](#ic79d8ed693b6405e961f3560ad108010_154)] | | |

| [Consolidated statements of equity for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i5a19b96c11e24c23922f710d6aec513f_142)] [added: 2019](#ic79d8ed693b6405e961f3560ad108010_157)] | | | [removed: [69](#i5a19b96c11e24c23922f710d6aec513f_142)] [added: [74](#ic79d8ed693b6405e961f3560ad108010_157)] | | |

| [Consolidated statements of cash flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i5a19b96c11e24c23922f710d6aec513f_145)] [added: 2019](#ic79d8ed693b6405e961f3560ad108010_160)] | | | [removed: [70](#i5a19b96c11e24c23922f710d6aec513f_145)] [added: [75](#ic79d8ed693b6405e961f3560ad108010_160)] | | |

| [Notes to consolidated financial [removed: statements](#i5a19b96c11e24c23922f710d6aec513f_148)] [added: statements](#ic79d8ed693b6405e961f3560ad108010_163)] | | | [removed: [71](#i5a19b96c11e24c23922f710d6aec513f_148)] [added: [76](#ic79d8ed693b6405e961f3560ad108010_163)] | | |

| [3.03](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt) | | | — | | | [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 [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2003 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt) [00](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt)] | | |

| [3.04](http://www.sec.gov/Archives/edgar/data/1035002/000089882202000035/exhibit3-1.txt) | | | — | | | [Amendment (effective December 31, 2001) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.1 to Valero’s [removed: Current Report] [added: current report] on Form 8-K dated December 31, 2001, and filed January 11, 2002 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000089882202000035/exhibit3-1.txt) [00](http://www.sec.gov/Archives/edgar/data/1035002/000089882202000035/exhibit3-1.txt)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000089882202000035/exhibit3-1.txt)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000089882202000035/exhibit3-1.txt)] | | |

| [3.05](http://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm) | | | — | | | [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 [removed: Quarterly Report] [added: quarterly report] on Form 10-Q for the quarter ended September 30, 2004 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm)] | | |

| [3.06](http://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm) | | | — | | | [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 [removed: Quarterly Report] [added: quarterly report] on Form 10-Q for the quarter ended September 30, 2005 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm)] | | |

| [3.07](http://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm) | | | — | | | [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 [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2005 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm)] | | |

| [3.08](http://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm) | | | — | | | [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 [removed: Current Report] [added: current report] on Form 8-K dated and filed May 24, 2011 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm)] | | |

| [3.09](http://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm) | | | — | | | [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 [removed: Current Report] [added: current report] on Form 8-K dated May 12, 2016, and filed May 18, 2016 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm)] | | |

| [3.10](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm) | | | — | | | [Amended and Restated Bylaws of Valero Energy Corporation–incorporated by reference to Exhibit 3.01 to Valero’s [removed: Current Report] [added: current report] on Form 8-K dated September 20, 2017 and filed September 21, 2017 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm)[00](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm)] | | |

| [removed: [4.02](http://www.sec.gov/Archives/edgar/data/1035002/000095012900003531/ex4-6.txt)] [added: [4.02](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] | | | — | | | [removed: [First Supplemental Indenture] [added: [Indenture (Senior Indenture)] dated as of June [removed: 28, 2000] [added: 18, 2004] between Valero Energy Corporation and [removed: The] Bank of New [removed: York (including Form of 7 3/4% Senior Deferrable Note due 2005)–incorporated] [added: York–incorporated] by reference to Exhibit [removed: 4.6] [added: 4.7] to Valero’s [removed: Current Report] [added: Registration Statement] on Form [removed: 8-K dated June 28, 2000, and filed June 30, 2000] [added: S-3] (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000095012900003531/ex4-6.txt) [00](http://www.sec.gov/Archives/edgar/data/1035002/000095012900003531/ex4-6.txt)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095012900003531/ex4-6.txt)] [added: No. 333-116668) filed June 21, 2004.](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] | | |

| [removed: [4.03](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] [added: [4.03](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w8.txt)] | | | — | | | [removed: [Indenture (Senior Indenture) dated as of June 18, 2004 between Valero Energy Corporation and Bank] [added: [Form] of [removed: New York–incorporated] [added: Indenture related to subordinated debt securities–incorporated] by reference to Exhibit [removed: 4.7] [added: 4.8] to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] [added: 2004.](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w8.txt)] | | |

| [removed: [4.04](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w8.txt)] [added: [4.07](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w1.txt)] | | | — | | | [removed: [Form] [added: [Specimen Certificate] of [removed: Indenture related to subordinated debt securities–incorporated] [added: Common Stock–incorporated] by reference to Exhibit [removed: 4.8] [added: 4.1] to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w8.txt)] [added: 2004.](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w1.txt)] | | |

| [removed: [4.05](http://www.sec.gov/Archives/edgar/data/1035002/000119312515084401/d889732dex41.htm)] [added: [4.04](http://www.sec.gov/Archives/edgar/data/1035002/000119312515084401/d889732dex41.htm)] | | | — | | | [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.](http://www.sec.gov/Archives/edgar/data/1035002/000119312515084401/d889732dex41.htm) | | |

| [removed: [4.06](http://www.sec.gov/Archives/edgar/data/1583103/000119312516780536/d301629dex41.htm)] [added: [4.05](http://www.sec.gov/Archives/edgar/data/1583103/000119312516780536/d301629dex41.htm)] | | | — | | | [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.](http://www.sec.gov/Archives/edgar/data/1583103/000119312516780536/d301629dex41.htm) | | |

| [removed: [4.07](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] [added: [4.06](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] | | | — | | | [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 [removed: Current Report] [added: current report] on Form 8-K dated and filed January 10, 2019 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] | | |

| [removed: [4.09](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)] [added: [4.08](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)] | | | — | | | [Description of Valero Energy Corporation common stock, $0.01 par value–incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)[4.09 to Valero’s [removed: Annual Report] [added: annual report] on Form](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)[10-K for the year ended December](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)[31, 2019 (SEC File No.](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)[001](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm)[\-](http://www.sec.gov/Archives/edgar/data/1035002/000095012310018097/d70408exv10w2.htm)[13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh409-12312019.htm) | | |

| [+10.01](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm) | | | — | | | [Valero Energy Corporation Annual Bonus Plan, amended and restated as of [removed: February](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)[28,] [added: February 28,] 2018–incorporated by reference to Exhibit 10.01 to Valero’s [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2017 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500218000010/vloexh1001-12312017.htm)] | | |

| [+10.02](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm) | | | — | | | [Valero Energy Corporation 2011 Omnibus Stock Incentive Plan, amended and restated [removed: February](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)[25,] [added: February 25,] 2016–incorporated by reference to Exhibit 10.04 to Valero’s [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2015 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)] | | |

| [removed: [+10.04](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] [added: [+10.05](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] | | | — | | | [Valero Energy Corporation Deferred Compensation Plan, amended and restated as of January 1, 2008–incorporated by reference to Exhibit 10.04 to Valero’s [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2008 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] | | |

| [removed: [+10.05](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w08.htm)] [added: [+10.06](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w08.htm)] | | | — | | | [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 [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2008 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w08.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w08.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w08.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w08.htm)] | | |

| [removed: [+10.06](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] [added: [+10.07](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] | | | — | | | [Valero Energy Corporation Excess Pension Plan, as amended and restated effective December 31, 2011–incorporated by reference to Exhibit 10.10 to Valero’s [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2011 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] | | |

| [removed: [+10.07](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm)] [added: [+10.08](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm)] | | | — | | | [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 [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2011 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm)] | | |

| [removed: [+10.08](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)] [added: [+10.09](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)] | | | — | | | [Form of Amendment (dated [removed: January](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)[7,] [added: 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 [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2012 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1017.htm)] | | |

| [removed: [+10.09](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm)] [added: [+10.10](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm)] | | | — | | | [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 [removed: Current Report] [added: current report] on Form 8-K dated [removed: November](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm)[2,] [added: November 2,] 2016, and filed [removed: November](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm)[7,] [added: November 7,] 2016 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000120/a1002changeofctrlseverance.htm)] | | |

| [removed: [+10.11](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)] [added: [+10.12](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)] | | | — | | | [Form of Amendment (dated [removed: January](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)[17,] [added: January 17,] 2017) to Change of Control Severance Agreements, amending [removed: Section](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)[9] [added: Section 9] thereof–incorporated by reference to Exhibit 10.01 to Valero’s [removed: Current Report] [added: current report] on Form 8-K dated and filed [removed: January](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)[17,] [added: January 17,] 2017 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500217000002/exhibit1001formofamendment.htm)] | | |

| [removed: [+10.12](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1013-12312019.htm)] [added: [+10.13](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1013-12312019.htm)] | | | — | | | [Form of Performance Share Agreement (2019 and prior outstanding grants)–incorporated by reference to Exhibit 10.13 to Valero’s [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2019 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1013-12312019.htm) | | |

| [removed: [*+10.13](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1013.htm)] [added: [*+10.26](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] | | | — | | | [Form of [removed: Performance Share] [added: Restricted Stock] Agreement [removed: (current).](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1013.htm)] [added: (current).](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] | | |

| [removed: [+10.14](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1021.htm)] [added: [+10.15](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1021.htm)] | | | — | | | [Form of Stock Option Agreement–incorporated by reference to Exhibit 10.21 to Valero’s [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2011 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1021.htm) | | |

| [removed: [+10.15](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1021.htm)] [added: [+10.16](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1021.htm)] | | | — | | | [Form of Performance Stock Option Agreement–incorporated by reference to Exhibit 10.21 to Valero’s [removed: Annual Report] [added: annual report] on [removed: Form](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1021.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1021.htm)[10-K] [added: Form 10-K] for the year ended December 31, 2012 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1021.htm) | | |

| [removed: [+10.16](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1025.htm)] [added: [+10.17](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1025.htm)] | | | — | | | [Form of Restricted Stock Agreement (2019 and prior outstanding grants)–incorporated by reference to Exhibit 10.25 to Valero’s [removed: Annual Report] [added: annual report] on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500213000008/a2012ex1025.htm) | | |

| [removed: [+10.18](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm)] [added: [+10.19](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm)] | | | — | | | [Long-Term Incentive Agreement dated as of December 18, 2019, between Valero Energy Corporation and R. Lane [removed: Riggs](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm)[–incorporated] [added: Riggs–incorporated] by reference to [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm)[10.17] [added: Exhibit 10.17] to Valero’s [removed: Annual Report] [added: annual report] on [removed: Form](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm)[10-K] [added: Form 10-K] for the year ended [removed: December](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm)[31,] [added: December 31,] 2019 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500220000007/vloexh1017-12312019.htm) | | |

| [removed: [+10.19](http://www.sec.gov/Archives/edgar/data/1035002/000119312520175729/d920682dex101.htm)] [added: [+10.20](http://www.sec.gov/Archives/edgar/data/1035002/000119312520175729/d920682dex101.htm)] | | | — | | | [Letter Agreement, dated June 18, 2020, between Valero Energy Corporation and Donna M. Titzman–incorporated by reference to Exhibit 10.1 to Valero’s [removed: Current Report] [added: current report] on Form 8-K dated June 18, 2020, and filed June 22, 2020 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312520175729/d920682dex101.htm) | | |

| [removed: [+10.20](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1001.htm)] [added: [+10.21](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1001.htm)] | | | — | | | [Form of Stock Unit Award Agreement for Non-Employee Directors (standard)-incorporated by reference to Exhibit 10.01 to Valero’s [removed: Current Report] [added: current report] on Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1001.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1001.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1001.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1001.htm)] | | |

| [removed: [+10.21](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm)] [added: [+10.22](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm)] | | | — | | | [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 [removed: Current Report] [added: current report] on Form 8-K dated April 30, 2019, and filed May 1, 2019 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm) [00](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm)[1-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm)] [added: No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312519132506/d714915dex1002.htm)] | | |

(a) 1.

The following are included in “[ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#ic79d8ed693b6405e961f3560ad108010_133)” of this Form 10-K:

| [Reports of independent registered public accounting firm](#ic79d8ed693b6405e961f3560ad108010_139) Auditor name: KPMG LLP; Auditor Firm ID: 185; Auditor location: San Antonio, Texas | | | [67](#ic79d8ed693b6405e961f3560ad108010_139) | | |

| Index to Exhibits | | | | | | | | |

| [*+10.04](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm) | | | — | | | [Amendment No. 1 to the Valero Energy Corporation 2020 Omnibus Stock Incentive Plan effective October 1, 2021.](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm) | | |

| [+10.11](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1010.htm) | | | — | | | [Schedule of Tier II-A Change of Control Agreements–incorporated by reference to Exhibit 10.10 to Valero’s annual report on Form 10-K for the year ended December 31, 2020 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1010.htm) | | |

| [+10.14](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1013.htm) | | | — | | | [Form of Performance Share Agreement (2020 grant–first tranche)–incorporated by reference to Exhibit 10.13 to Valero’s annual report on Form 10-K for the year ended December 31, 2020 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1013.htm) | | |

| [+10.18](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm) | | | — | | | [Form of Restricted Stock Agreement (2020 and 2021 grants)–incorporated by reference to Exhibit 10.17 to Valero’s annual report on Form 10-K for the year ended December 31, 2020 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm) | | |

| [+10.24](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000068/a3312021exh1001.htm) | | | — | | | [Form of Amended and Restated Performance Share Agreement (2020 grant–second and third tranches)–incorporated by reference to Exhibit 10.01 to Valero’s quarterly report on Form 10-Q for the quarter ended March 31, 2021 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000068/a3312021exh1001.htm) | | |

| [+10.25](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000068/a3312021exh1002.htm) | | | — | | | [Form of Performance Share Agreement (2021 grant and current)–incorporated by reference to Exhibit 10.02 to Valero’s quarterly report on Form 10-Q for the quarter ended March 31, 2021 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000068/a3312021exh1002.htm) | | |

| [22.01](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh2201.htm) | | | — | | | [Subsidiary Issuer of Guaranteed Securities–incorporated by reference to Exhibit 22.01 to Valero’s annual report on Form 10-K for the year ended December 31, 2020 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh2201.htm) | | |

| [99.01](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh9901.htm) | | | — | | | [Audit Committee Pre-Approval Policy–incorporated by reference to Exhibit 99.01 to Valero’s annual report on Form 10-K for the year ended December 31, 2020 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh9901.htm) | | |

| | | | | | | | | |

(a) 1.

The following consolidated financial statements of Valero Energy Corporation and its subsidiaries are included in Part II, Item 8 of this Form 10-K:

| [Reports of independent registered public accounting firm](#i5a19b96c11e24c23922f710d6aec513f_121) | | | [62](#i5a19b96c11e24c23922f710d6aec513f_121) | | |

| [4.08](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w1.txt) | | | — | | | [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.](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w1.txt) | | |

| [*+10.10](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1010.htm) | | | — | | | [Schedule of Tier II-A Change of Control Agreements.](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1010.htm) | | |

| [*+10.17](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm) | | | — | | | [Form of Restricted Stock Agreement (current).](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm) | | |

| [10.23](http://www.sec.gov/Archives/edgar/data/1035002/000119312520105027/d879063dex101.htm) | | | — | | | [$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).](http://www.sec.gov/Archives/edgar/data/1035002/000119312520105027/d879063dex101.htm) | | |

| [*](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh2201.htm)[22.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh2201.htm) | | | — | | | [Subsidiary Issuer of Guaranteed Securities.](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh2201.htm) | | |

| [*99.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh9901.htm) | | | — | | | [A](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh9901.htm)[udit Committee Pre-Approval Policy.](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh9901.htm) | | |

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.

| | | | 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.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Signature | | | | | | Title | | | | | | Date | | |

| /s/ Joseph W. Gorder | | | | | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February 23, 2021 | | |

| (Joseph W. Gorder) | | | | | | | | | | | | | | |

| /s/ Jason W. Fraser | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February 23, 2021 | | |

| (Jason W. Fraser) | | | | | | | | | | | | | | |

| /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 | | |

None.

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.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | VALERO ENERGY CORPORATION (Registrant) | | | | | |

| | | | By: | | | /s/ Joseph W. Gorder | | |

| | | | | | | *(Joseph W. Gorder)* | | |

| | | | | | | *Chairman of the Board and Chief Executive Officer* | | |

Date: February 22, 2022

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.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Signature | | | | | | Title | | | | | | Date | | |

| | | | | | | | | | | | | | | |

| /s/ Joseph W. Gorder | | | | | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February 22, 2022 | | |

| (Joseph W. Gorder) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Jason W. Fraser | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February 22, 2022 | | |

| (Jason W. Fraser) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Fred M. Diaz | | | | | | Director | | | | | | February 22, 2022 | | |

| (Fred M. Diaz) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ H. Paulett Eberhart | | | | | | Director | | | | | | February 22, 2022 | | |

| (H. Paulett Eberhart) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Kimberly S. Greene | | | | | | Director | | | | | | February 22, 2022 | | |

| (Kimberly S. Greene) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Deborah P. Majoras | | | | | | Director | | | | | | February 22, 2022 | | |

| (Deborah P. Majoras) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Eric D. Mullins | | | | | | Director | | | | | | February 22, 2022 | | |

| (Eric D. Mullins) | | | | | | | | | | | | | | |