Valero Energy (VLO) 10-K risk factor changes: FY2022 vs FY2021

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

Our financial results are affected by volatile margins, which are dependent upon factors beyond our control, including the price of [removed: crude oil, corn, and other] feedstocks and the market price at which we can sell our products.

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 that we purchase,] which can vary based on global, regional, and local market conditions, as well as by type and class of product.

Historically, [removed: refining and ethanol] [added: product] margins have been volatile, and we believe they will continue to be volatile in the future.

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 [removed: supply] [added: supplies] of and demand for [added: feedstocks (such as] crude oil, [removed: corn,] [added: waste] and [removed: other feedstocks, gasoline, diesel, other] [added: renewable feedstocks and corn),] liquid transportation fuels (such as [removed: jet fuel,] [added: gasoline, diesel,] renewable diesel, and ethanol), and other products.

These in turn depend on, among other things, the availability and quantity of [removed: imports,] [added: feedstocks and liquid transportation fuels imported into] the [added: countries in which we operate, the] production levels of [removed: U.S. and international] suppliers, levels of product inventories, productivity and growth (or the lack thereof) of [added: the] U.S. and global economies, [added: the] U.S. [added: government’s] relationships with foreign governments, political affairs, and the extent of [removed: governmental] [added: government] regulation.

The ability of the members of the Organization of Petroleum Exporting Countries (OPEC) to agree on and to maintain crude oil price and production controls [removed: has] [added: and changes in trade flows from events such as the Russia-Ukraine conflict have] also had, and [removed: may] [added: are likely to] continue to have, a significant impact on the market prices of crude oil and certain of our products.

BUSINESS AND PROPERTIES—OUR COMPREHENSIVE LIQUID FUELS STRATEGY—*Regulations, Policies, and Standards Driving Low-Carbon Fuel Demand*” have had, and [removed: may] [added: are likely to] 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 [removed: standards, including] [added: standards (including, for example, changes in] the [removed: calculation] [added: price] of [removed: CI scores,] [added: carbon] or [added: other inputs that affect the value of our low-carbon fuels), 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.

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

A decline in market prices [added: has had and] could [removed: negatively] [added: again have a negative] impact [added: to] the carrying value of our inventories.

Economic [removed: turmoil,] [added: uncertainty,] 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.

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

Refining, renewable diesel, and ethanol margins also can be significantly impacted by [added: changes in] the [removed: addition of] [added: worldwide production] capacity [removed: through] [added: of such products, whether due to] the [removed: expansion] [added: expansion, closure, or transition] of existing [removed: facilities] [added: facilities,] or [removed: the] construction of new [removed: refineries or plants.][added: facilities, and those product margins will be adversely affected if the worldwide production capacity for such products exceeds demand.]

A significant portion of our profitability is derived from the ability to purchase and process crude oil feedstocks that historically have been cheaper than benchmark crude [removed: oils, such as Louisiana Light Sweet (LLS) and Brent crude] oils.

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

[removed: Technological] [added: Industry] and [removed: industry] [added: other] developments, and evolving [removed: investor and market sentiment] [added: sentiment,] regarding fossil fuels and GHG emissions, may decrease the demand for our products and could adversely affect our performance.

A reduction in the demand for our products could result from a transition [added: by consumers] to alternative fuel [removed: vehicles by consumers,] [added: vehicles,] such as electric vehicles (EVs) and hybrid vehicles, whether as a result of [removed: technological or scientific advances,] government [removed: mandates,] [added: mandates] or [added: incentives, industry developments, or] consumer or investor sentiment towards fossil fuels and GHG emissions.

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

[removed: Additionally, there] [added: There] may be new entrants into the [removed: renewable] [added: low-carbon] fuels 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 [removed: products, which could also have a material adverse effect on our low-carbon fuels businesses.][added: products.]

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

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

[removed: However, a reduction in the demand for our products as a result of any of the foregoing events] [added: Our operations depend on natural gas and reliable electricity, and such dependency] could materially [removed: and] adversely affect our business, financial condition, results of operations, and [removed: liquidity.][added: liquidity.]

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

As a result, some financial intermediaries, investors, and other capital markets participants have reduced or ceased lending to, [removed: or] investing in, [added: or insuring] companies that operate in [removed: industries with higher perceived environmental exposure, such as] the [removed: energy] [added: fossil fuel] industry.

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

As a result, we [removed: may] [added: have faced and expect to continue to] face [removed: negative publicity,] increasing pressure regarding our ESG practices and disclosures, [added: including our methodologies] and [added: timelines with respect thereto, negative publicity, and] demands for ESG-focused engagement from [removed: investors, stakeholders,] [added: investors] and [removed: other interested parties.][added: stakeholders.]

[removed: This] [added: Such response efforts] could [added: also] result in [removed: 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.

This [removed: may] [added: has resulted and is likely to continue to] 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.

[removed: Credit rating agencies] [added: Some capital markets participants] are [removed: 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 [removed: more] [added: an increase in] ESG-focused voting policies among proxy advisory firms, portfolio managers, and institutional investors.

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

[removed: The ongoing] [added: Public health crises such as the] COVID-19 pandemic [removed: and the related events and circumstances] have [removed: had,] [added: had] and may continue to have, [removed: negative] [added: adverse] impacts on our business, financial condition, results of operations, and [removed: liquidity and those of our customers, suppliers, and other counterparties.][added: liquidity.]

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

[removed: However, the adverse impacts of the] [added: The] economic effects from the COVID-19 pandemic on our business [removed: have been] [added: were] and may [removed: continue to] [added: again] be significant.

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

Our [removed: operations depend on natural gas and electricity, and such dependency] [added: ability to fully insure losses arising from our operating hazards] could materially [added: and] adversely affect our business, financial condition, results of operations, and liquidity.

Our operations depend on the use of natural gas and [added: reliable] 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 [added: electricity prices have a large effect on the cost of our operations.]

We also purchase other commodities whose price may vary depending on the [removed: price] [added: prices] of natural gas or electricity.

Inflation could negatively impact our operating costs and increased product prices could result

in demand destruction.

Any such developments could increase consumer acceptance and result in greater market penetration of alternative fuel vehicles.

While it is not currently possible to predict the ultimate form, timing, or extent of any such developments, any such event could materially and adversely affect our business, financial condition, results of operations, and liquidity.

In recent years, a number of advocacy groups, both in the U.S. and internationally, have campaigned for government and private action to promote climate and other ESG-related change, particularly at public companies, through investment and voting practices of investment advisors, sovereign wealth funds, pension funds, endowments, and other stockholders.

These activities have included promoting the divestment of securities of fossil fuel companies and pressuring lenders, insurers, and other financial services companies to limit or curtail activities with fossil fuel companies.

These activities have also aimed to increase the attention on and demand for action related to various ESG matters, which has contributed to increasing societal, investor, and legislative focus and pressure on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business

resilience under the assumptions of demand-constrained scenarios, net-zero ambitions, transition plans, actions related to diversity and inclusion, political activities, racial equity audits, and governance standards.

For example, ESG-focused stockholder activism has been increasing in the fossil fuel industry and has resulted in more frequent attempts to effect business or governance changes through mechanisms such as stockholder proposals, vote-no campaigns, and exempt proxy solicitations, among others.

Responding to such ESG-focused activism has been and will likely continue to be costly and time-consuming.

The methodologies and standards for tracking and reporting on ESG matters are relatively new, have not been standardized, and continue to evolve.

As a result, our ESG-related disclosures, metrics, and targets may not necessarily be calculated in the same manner or comparable to similarly titled measures presented by us in other contexts, or by other companies or third-party estimates.

While we believe that our ESG disclosures and methodologies reflect our business strategy and are reasonable at the time made or used, as our business or applicable methodologies, standards, or regulations develop and evolve, we may revise or cease reporting or using certain disclosures and methodologies if we determine that they are no longer advisable or appropriate.

If our ESG disclosures and methodologies are or are perceived by government authorities, investors, or stakeholders to be inadequate, inaccurate, or non-compliant with applicable standards or regulations, or if we discover material inaccuracies therein, our reputation could be negatively impacted, and we could be exposed to litigation and other regulatory actions.

Such ESG ratings and voting policies often differ based on the provider and are continually changing.

Recently, backlash from certain governments and investors against ESG funds and investment practices has resulted in increased scrutiny and withdrawals from such funds.

Such backlash has also resulted in “anti-ESG” focused activism and investment funds, which may result in additional strains on company resources.

For example, the real-time market structure of the primary grid provider in Texas exposes many of our refineries and operations located in Texas to “scarcity pricing” during periods of supply and demand imbalance.

Increased electrification will also likely increase the intermittency and variability of electricity and power supplies, which would exacerbate the foregoing challenges.

We source our refining feedstock requirements throughout the world.

U.S. and other government sanctions and actions by governments and private market participants to refrain from purchasing or transporting crude oil and petroleum-based products from particular countries

(such as in response to the Russia-Ukraine conflict) have impacted and may continue to impact trade flows, and have limited and may continue to limit our access to business opportunities in various countries.

DGD will also likely be required to satisfy a greater amount of its waste and renewable feedstock supplies from international sources as the competition for these feedstocks continues to increase, which would increase its exposure to the political, geographic, regulatory, and economic risks attendant to doing business with suppliers located in, and supplies originating from, such areas.

We have experienced certain of these events in the past and expect to experience additional events in the future.

We have experienced certain of these events in the past, and although we focus on maintaining safe, stable, and reliable operations, we may experience additional events in the future.

Supply chain disruptions may also delay projects or increase the costs associated therewith.

Although our business has recovered since the onset of the pandemic in March 2020, there continues to be uncertainty and unpredictability about the lingering impacts to the worldwide economy that could negatively affect our business, financial condition, results of operations, and liquidity in future periods.

The extent to which the pandemic and its effects may adversely impact our future business, financial condition, and results of operations, and for what duration and magnitude, depends on factors that are continuing to evolve, are difficult to predict and, in many instances, are beyond our control.

In addition, future public health crises could also result in significant economic disruption and other effects that adversely impact our business, financial condition, results of operations, and liquidity in future periods in ways similar to the COVID-19 pandemic and its effects.

For example, CARB has approved a series of regulations designed to phase out sales of internal combustion engine vehicles in California.

As of December 2022, CARB updated its Scoping Plan to identify strategies to achieve statewide carbon neutrality by 2045, including measures to reduce fossil fuel consumption in California by 94 percent by mandating alternative fuel vehicles.

For example, in January 2021, the current administration issued an executive order calling for a “whole of government” approach to climate change and environmental justice that seeks to organize and deploy the full capacity of the U.S. federal government in novel and coordinated ways that attempt to reduce GHG emissions and the use of most petroleum-based products.

These actions have contributed to a number of U.S. federal rulemakings aimed at regulating transportation GHG emissions, many of which ignore or downplay the full life cycle carbon footprint of EVs, and thereby seek to inappropriately advantage them over internal combustion engine vehicles.

For example, in December 2021, the EPA finalized its “Revised 2023 and Later Model Year Light-Duty Vehicle Greenhouse Gas Emission Standards,” revising the GHG emissions standards for light-duty vehicles for 2023 and later model years at a level that cannot be achieved by internal combustion engine vehicles through improvements in combustion efficiency.

The National Highway Traffic Safety Administration also finalized a rule in May 2022 increasing the corporate average fuel economy and carbon dioxide standards for certain passenger cars and light-duty trucks such that automakers cannot demonstrate compliance without increasing the use of EVs.

Together, these federal regulations seek to increase the market penetration of EVs and other alternative fuel vehicles, such that these vehicles would be expected to comprise 17 percent of model year 2026 passenger vehicle sales.

Moreover, the EPA has indicated that it intends in the near future to pursue more stringent GHG emissions standards for model year 2027 and later passenger vehicles and to seek GHG emissions reductions for medium and heavy-duty vehicles pursuant to its “Clean Truck Plan.” Additionally, in July 2022, the Federal Highway Administration proposed rules that would require certain U.S. state departments of transportation and metropolitan planning organizations to establish declining carbon dioxide emissions targets for motor vehicle tailpipe carbon dioxide emissions that align with the current administration’s net-zero targets.

The IRA, which was

passed in August 2022, also includes substantial subsidies to promote EVs and other alternative fuel vehicles.

In addition to these U.S. federal measures, in March 2022, the EPA reinstated a waiver of preemption (which is currently subject to legal challenge) under federal law authorizing California to implement its “Advanced Clean Cars I” rule requiring sales of increasing percentages of alternative fuel vehicles, thereby also reviving other U.S. states’ ability to adopt standards identical to California’s.

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.

Lower levels of

Worldwide refining capacity expansions may result in refining production capacity exceeding refined petroleum product demand, which would have an adverse effect on refining margins.

It is not possible at this time to predict the ultimate form, timing, or extent of any such developments.

There have been efforts in recent years aimed at the investment community, including investment advisors, sovereign wealth funds, 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.

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.

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

Additionally, members of the investment community may screen companies such as ours for ESG performance before investing in our common stock or debt securities, or lending to us.

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 extent of the impact of the COVID-19 pandemic will depend largely on future developments, particularly within the geographic areas where we operate, and the related impact on overall economic activity, all of which are currently unknown and cannot be predicted with certainty at this time.

Such risk factors may be amended or supplemented by subsequent quarterly reports on Form 10-Q and other reports and documents we file with the SEC after the date of this annual report on Form 10-K.

electricity prices represent a large cost to our operations.

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

These restrictions, and those of other governments, may limit our access to business opportunities in various countries.

Actions by the U.S. and other countries have affected our operations in the past and may continue to do so in the future.

products produced by DGD.

We operate and sell some of our products outside of the U.S., particularly in Canada, Europe, Mexico, Peru, and Latin American countries other than Mexico and Peru.

positioned to withstand periods of depressed refining margins or feedstock shortages.

Such competitors may have a greater ability to bear the economic risks inherent in all phases of our industry.

In addition, we compete with other industries that provide alternative means to satisfy the energy and fuel requirements of our industrial, commercial, and individual consumers.

prevent or delay actions that are in the best interest of us, the joint venture, or the VIE, and could have a material adverse effect on our, or the applicable joint venture’s or VIE’s, financial condition, results of operations, and liquidity.

For example, in September 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 heavy-duty vehicles be zero-emission by 2045, where feasible.

The executive order also requires state agencies to build out sufficient electric vehicle charging infrastructure.

For instance, shortly after taking office, the current administration issued a series of executive orders designed to address climate change, as well as an executive order requiring agencies to review environmental actions taken by the previous administration.

Additionally, in April 2021, the EPA issued a notice of proposed rulemaking seeking to reinstate California’s prior authority to set vehicle GHG emissions standards, including standards that exceed or conflict with U.S. federal standards.

This discussion and analysis includes the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and [removed: comparisons] [added: comparison] between such years.

The [removed: discussions] [added: discussion] for the year ended December 31, [removed: 2019] [added: 2020] and [removed: comparisons] [added: comparison] between the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] have been omitted from this annual report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] as such information can be found in “ITEM 7.

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, [removed: 2020,] [added: 2021,] which was filed on February [removed: 23, 2021.][added: 22, 2022.]

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

- our evaluation of, and expectations regarding, any future activity under our share [removed: repurchase] [added: purchase] program or transactions involving our debt securities;

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

- expectations regarding our publicly announced GHG emissions [removed: reduction/offset] [added: reduction/displacement] targets and our current and any future [removed: carbon transition] [added: low-carbon] projects.

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

- [added: the effects of war or hostilities, and] political and economic [removed: conditions] [added: conditions,] in [removed: nations] [added: countries] that produce crude oil or other feedstocks or consume refined petroleum products, renewable diesel, ethanol or corn related co-products;

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

- the risk that any [removed: divestitures] [added: transactions] may not provide the anticipated benefits or may result in unforeseen detriments;

- the volatility in the market price of compliance credits (primarily RINs needed to comply with the RFS) [added: under the Renewable] and [added: Low-Carbon Fuel Programs and] emission credits needed under [removed: the] other environmental emissions programs;

- delay of, cancellation of, or failure to implement planned capital [added: or other] projects and realize the various assumptions and benefits projected for such projects or cost overruns in constructing such planned capital projects;

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

- legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by [removed: governmental] [added: government] authorities, [removed: such as tariffs,] environmental regulations, changes to income tax rates, introduction of a global minimum tax, [added: windfall taxes or penalties,] tax changes or restrictions impacting the foreign repatriation of cash, actions implemented under the Renewable and Low-Carbon Fuel [added: Programs and other environmental emissions programs, including changes to volume requirements or other obligations or exemptions under the RFS, and actions arising from]

[removed: Blending Programs and] the [removed: 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 [removed: governmental] [added: government] 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 [added: trade restrictions,] expropriation or impoundment of assets, failure of foreign governments and state-owned entities to honor their contracts, property disputes, [added: economic instability, restrictions on the transfer of funds, duties] and [added: tariffs, transportation delays, import and export controls, labor unrest, security issues involving key personnel, and] decisions, investigations, regulations, issuances or revocations of permits and other authorizations, and other actions, [removed: policies] [added: policies,] and initiatives by the states, counties, cities, and other jurisdictions in the countries in which we operate or otherwise do business;

- overall economic conditions, including the stability and liquidity of financial [removed: markets;] [added: markets,] and [added: the effect thereof on consumer demand; and]

These non-GAAP financial measures include adjusted operating income [removed: (loss)] (including adjusted operating income [removed: (loss)] for each of our reportable segments, as applicable); Refining, Renewable Diesel, and Ethanol segment margin; and capital investments attributable to Valero.

[removed: See] [added: Adjusted operating income excludes] the [added: adjustments reflected in the] tables in note [removed: (e)] [added: (h)] beginning on page [removed: 51 for reconciliations of adjusted operating income (loss) (including adjusted operating][added: [52](#i49c5c65895d846069ba9b6fe232d9ecd_6144).]

[added: beginning on page [52](#i49c5c65895d846069ba9b6fe232d9ecd_6144) for reconciliations of adjusted operating] income [removed: (loss)] [added: (including adjusted operating income] for each of our reportable segments, as applicable) and Refining, Renewable Diesel, and Ethanol segment margin to their most directly comparable GAAP financial measures.

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

See the table on page [removed: 60] [added: [60](#icb503b1cf48b4c8e8ddbb791a3f4b135_0-0-15-4-189346)] for a reconciliation of capital investments attributable to Valero to its most directly comparable GAAP financial measure.

On page [removed: 59,] [added: [59](#ie27cffee210b4b38a6988c8361f7f4e3_18025),] we disclose the reasons why we believe our use of this non-GAAP financial measure provides useful information.

[removed: These improvements in] [added: The strong] demand [added: for our products] and [removed: an associated] [added: the] increase in refining margins were [added: the] primary contributors to [added: to] us reporting [removed: $930 million] [added: $11.5 billion] of net income attributable to Valero stockholders for the year ended December 31, [removed: 2021.][added: 2022.]

Our operating results for [removed: 2021,] [added: 2022,] including operating results by segment, are described in the [added: summary on the] following [removed: summary,] [added: page,] and detailed descriptions can be found below under “RESULTS OF OPERATIONS.”

This cash was used to make [removed: $2.5] [added: $2.7] billion of capital investments in our business and return [removed: $1.6] [added: $6.1] billion to our stockholders through [added: purchases of common stock for treasury and] dividend payments.

In addition, we [added: completed various debt reduction and refinancing transactions that] reduced our [removed: long-term] debt by [removed: $1.3] [added: approximately $2.7] billion in [removed: 2021 through a series of debt reduction and refinancing transactions,] [added: 2022,] as described in Note [removed: 10] [added: 8] of Notes to Consolidated Financial Statements.

As a result of this [removed: and other] activity, our cash and cash equivalents increased by [removed: $809] [added: $740] million during [removed: 2021, from $3.3 billion as of December 31, 2020] [added: 2022] to [removed: $4.1] [added: $4.9] billion as of December 31, [removed: 2021.][added: 2022.]

We had [removed: $9.3] [added: $10.1] billion in liquidity as of December 31, [removed: 2021.][added: 2022.]

The components of our liquidity and descriptions of our cash flows, capital investments, and other matters impacting our liquidity and capital [removed: resources,] [added: resources] can be found below under “LIQUIDITY AND CAPITAL RESOURCES.”

Results for the Year Ended December 31, [removed: 2021][added: 2022]

For [removed: 2021,] [added: 2022,] we reported net income attributable to Valero stockholders of [removed: $930 million] [added: $11.5 billion] compared to [removed: a net loss attributable to Valero stockholders of $1.4 billion] [added: $930 million] for [removed: 2020.][added: 2021.]

The increase of [removed: $2.4] [added: $10.6] billion was primarily due to [removed: higher] [added: an increase in] operating income of [removed: $3.7] [added: $13.6] billion, partially offset by [removed: higher] [added: an increase in] income tax expense of [removed: $1.2] [added: $3.2] billion.

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

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |

| Operating income | | | [removed: 709] [added: 774] | | | | | | [removed: 638] [added: 709] | | | | | | [removed: 71] [added: 65] | | |

| Adjusted operating income | | | [removed: 712] [added: 774] | | | | | | [removed: 638] [added: 712] | | | | | | [removed: 74] [added: 62] | | |

| Operating income [removed: (loss)] | | | [removed: 473] [added: 110] | | | | | | [removed: (69)] [added: 473] | | | | | | [removed: 542] [added: (363)] | | |

| Adjusted operating income [removed: (loss)] | | | [removed: 522] [added: 151] | | | | | | [removed: (36)] [added: 522] | | | | | | [removed: 558] [added: (371)] | | |

- the effects and impact of the emergence of new variants of the COVID-19 virus and government responses thereto;

- the effect, impact, potential duration or timing, or other implications of the Russia-Ukraine conflict;

- the effects arising out of the Russia-Ukraine conflict, including with respect to changes in trade flows and impacts to crude oil and other markets;

See the tables in note (h)

Our results for the year ended December 31, 2022 were favorably impacted by the effect from the ongoing recovery in the worldwide demand for petroleum-based transportation fuels while the worldwide supply of those products remained constrained.

This supply and demand imbalance has contributed to increases in the market prices of petroleum-based transportation fuels (as well as crude oil and other feedstocks that are processed to make these products) and thus in refining margins.

Supply has remained constrained for a variety of reasons, including, but not limited to, effects from refinery closures and disruptions in the crude oil and petroleum-based products markets resulting from the Russia-Ukraine conflict.

Refineries closed over the last two years and other refineries ceased crude oil processing and are transitioning to renewable fuel production.

In addition, these negative impacts to the supply of petroleum-based products were exacerbated during the second quarter of 2022 by the Russia-Ukraine conflict as a result of countries and private market participants responding to the conflict by taking actions to refrain from purchasing and transporting Russian crude oil and petroleum-based products; however, some of the uncertainties and related impacts began dissipating throughout the last six months of 2022.

Our operations generated $12.6 billion of cash in 2022.

| Operating income | | | $ | 15,803 | | | | | $ | 1,862 | | | | | $ | 13,941 | |

| Adjusted operating income | | | 15,762 | | | | | | 1,944 | | | | | | 13,818 | | |

| Operating income | | | 15,690 | | | | | | 2,130 | | | | | | 13,560 | | |

| Adjusted operating income | | | 15,710 | | | | | | 2,264 | | | | | | 13,446 | | |

- Light product (gasoline, diesel, and jet fuel) inventories in the U.S. and Europe are below historical levels and should support continued high utilization of refining capacity.

- Crude oil discounts are expected to remain near current levels absent changes in crude oil supply or availability.

- Renewable diesel margins are expected to remain consistent with current levels.

- Ethanol demand is expected to follow typical seasonal patterns.

| Revenues from external customers | | | $ | 168,154 | | | | | $ | 3,483 | | | | | $ | 4,746 | | | | | $ | — | | | | | $ | 176,383 | |

| Intersegment revenues | | | 56 | | | | | | 2,018 | | | | | | 740 | | | | | | (2,814) | | | | | | — | | |

| Total revenues | | | 168,210 | | | | | | 5,501 | | | | | | 5,486 | | | | | | (2,814) | | | | | | 176,383 | | |

| Cost of materials and other (a) | | | 144,588 | | | | | | 4,350 | | | | | | 4,628 | | | | | | (2,796) | | | | | | 150,770 | | |

| Total cost of sales | | | 152,344 | | | | | | 4,727 | | | | | | 5,312 | | | | | | (2,796) | | | | | | 159,587 | | |

| Asset impairment loss (d) | | | — | | | | | | — | | | | | | 61 | | | | | | — | | | | | | 61 | | |

| Operating income by segment | | | $ | 15,803 | | | | | $ | 774 | | | | | $ | 110 | | | | | $ | (997) | | | | | 15,690 | | |

| Income before income tax expense | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,307 | | |

| Income tax expense (g) | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,428 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,879 | | |

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

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | |

| Brent less Dated Brent crude oil | | | (2.22) | | | | | | 0.03 | | | | | | | | | | | |

| Brent less Western Canadian Select Houston crude oil | | | 15.55 | | | | | | 7.40 | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | | | | | | | |

| Revenues | | | $ | 176,383 | | | | | $ | 113,977 | | | | | $ | 62,406 | |

| Cost of sales (see notes (a) through (c)) | | | 159,587 | | | | | | 110,848 | | | | | | 48,739 | | |

| Operating income | | | 15,690 | | | | | | 2,130 | | | | | | 13,560 | | |

“Other income, net” increased by $163 million in 2022 compared to 2021 due to the items noted in the following table (see note (f) for explanations of these components):

| | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| Net benefit (charge) from early redemption and retirement of debt | | | $ | 14 | | | | | $ | (193) | | | | | $ | 207 | |

| Pension settlement charge | | | (58) | | | | | | — | | | | | | (58) | | |

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

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;

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.

Overview

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.

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.

Adjusted operating income (loss) excludes the adjustments reflected in the tables in note (e) on page 51.

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

| Operating income (loss) | | | $ | 1,862 | | | | | $ | (1,342) | | | | | $ | 3,204 | |

| Adjusted operating income (loss) | | | 1,945 | | | | | | (1,105) | | | | | | 3,050 | | |

| Adjusted operating income (loss) | | | 2,265 | | | | | | (1,309) | | | | | | 3,574 | | |

- Sour crude oil discounts are expected to continue to improve as OPEC increases its production of sour crude oils in response to anticipated continued growth in global crude oil demand.

- Renewable diesel margins are expected to moderate from the levels achieved in 2021.

- Ethanol margins are expected to decline from the record high levels achieved in 2021 as ethanol inventory levels rise throughout the U.S. market.

| Revenues from external customers | | | $ | 60,840 | | | | | $ | 1,055 | | | | | $ | 3,017 | | | | | $ | — | | | | | $ | 64,912 | |

| Intersegment revenues | | | 8 | | | | | | 212 | | | | | | 226 | | | | | | (446) | | | | | | — | | |

| Total revenues | | | 60,848 | | | | | | 1,267 | | | | | | 3,243 | | | | | | (446) | | | | | | 64,912 | | |

| Cost of materials and other (b) | | | 56,093 | | | | | | 500 | | | | | | 2,784 | | | | | | (444) | | | | | | 58,933 | | |

| Lower of cost or market (LCM) inventory valuation adjustment | | | (19) | | | | | | — | | | | | | — | | | | | | — | | | | | | (19) | | |

| Total cost of sales | | | 62,156 | | | | | | 629 | | | | | | 3,311 | | | | | | (444) | | | | | | 65,652 | | |

| Operating income (loss) by segment | | | $ | (1,342) | | | | | $ | 638 | | | | | $ | (69) | | | | | $ | (806) | | | | | (1,579) | | |

| Loss before income tax benefit | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,010) | | |

| Income tax benefit | | | | | | | | | | | | | | | | | | | | | | | | | | | (903) | | |

| Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,107) | | |

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

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

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

| LLS crude oil | | | 69.46 | | | | | | 41.24 | | | | | | | | | | | |

| LLS less ASCI crude oil | | | 2.59 | | | | | | 1.35 | | | | | | | | | | | |

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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 [removed: 21] [added: 19] of Notes to Consolidated Financial Statements for notional volumes associated with these derivative contracts as of December 31, [removed: 2021.][added: 2022.]

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

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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 [removed: 21] [added: 19] of Notes to Consolidated Financial Statements for a discussion about these blending programs.

The following [removed: table provides] [added: tables provide] information about our debt instruments (dollars in millions), the fair values of which are sensitive to changes in interest rates.

See Note [removed: 10] [added: 8] of Notes to Consolidated Financial Statements for additional information related to our debt.

| | | | December [removed: 31, 2021 (a)] [added: 31, 2021 (a)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | [removed: 2021 (c)] [added: 2023] | | | | | | [removed: 2022 (b)] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | There- after | | | | | | Total | | | | | | Fair Value | | |

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the fair value of our foreign currency contracts was not material.

See Note [removed: 21] [added: 19] of Notes to Consolidated Financial Statements for a discussion about our foreign currency risk management activities.

A 10 percent increase or decrease in our floating interest rates would not have a material effect to our results of operations.

| | | | December 31, 2022 (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | $ | — | | | | | $ | 167 | | | | | $ | 441 | | | | | $ | 672 | | | | | $ | 578 | | | | | $ | 6,606 | | | | | $ | 8,464 | | | | | $ | 8,041 | |

| Average interest rate | | | — | | % | | | | 1.2 | | % | | | | 3.2 | | % | | | | 4.2 | | % | | | | 2.2 | | % | | | | 5.3 | | % | | | | 4.8 | | % | | | | | | |

| Floating rate | | | $ | 861 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 861 | | | | | $ | 861 | |

| Average interest rate | | | 7.1 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 7.1 | | % | | | | | | |

| | | | December 31, 2020 (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | $ | — | | | | | $ | 300 | | | | | $ | 850 | | | | | $ | 925 | | | | | $ | 1,650 | | | | | $ | 8,174 | | | | | $ | 11,899 | | | | | $ | 13,899 | |

| Average interest rate | | | — | | % | | | | 4.0 | | % | | | | 2.7 | | % | | | | 1.2 | | % | | | | 3.1 | | % | | | | 5.1 | | % | | | | 4.4 | | % | | | | | | |

| Floating rate | | | $ | 603 | | | | | $ | 6 | | | | | $ | 595 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,204 | | | | | $ | 1,204 | |

| Average interest rate | | | 3.9 | | % | | | | 3.0 | | % | | | | 1.4 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 2.7 | | % | | | | | | |

(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.

In our annual report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] we reported that the EPA had issued a Notice of Potential Violations and Opportunity to Confer related to a series of inspections conducted by the EPA [removed: in 2019] arising out of a 2019 emissions [removed: event.][added: event at our Benicia Refinery.]

*Texas [removed: AG*] [added: Attorney General (Texas AG)*] (Port Arthur Refinery).

In our [removed: quarterly] [added: annual] report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2019,] [added: December 31, 2021,] we reported that the Texas AG had filed suit against our Port Arthur Refinery in the 419th Judicial District Court of Travis County, Texas, Cause No. D-1-GN-19-004121, for alleged violations of the Clean Air Act seeking injunctive relief and penalties.

In our [removed: quarterly] [added: annual] report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30,] [added: December 31,] 2021, we reported that we had received a Violation Notice from the BAAQMD related to atmospheric emissions at our Benicia Refinery.

In our [removed: quarterly] [added: annual] report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30,] [added: December 31,] 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.

*Attorney General of the State of Texas (Texas AG)* (Corpus Christi Asphalt Plant).

In our quarterly report on Form 10-Q for the quarter ended March 31, 2019, we reported that we had received a letter and draft Agreed Final Judgment from the Texas AG related to a contaminated water backflow incident that related to the Valero Corpus Christi Asphalt Plant.

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

| Common [removed: stock] [added: Stock, par value $0.01 per share] | | | | | | VLO | | | | | | New York Stock Exchange | | |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately [removed: $31.9] [added: $41.9] billion based on the last sales price quoted as of June 30, [removed: 2021] [added: 2022] on the New York Stock Exchange, the last business day of the registrant’s most recently completed second fiscal quarter.

As of February [removed: 18, 2022, 409,303,630] [added: 17, 2023, 371,150,836] 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 [removed: April 28, 2022,] [added: May 9, 2023,] at which directors will be elected.

Portions of the [removed: 2022] [added: 2023] Proxy Statement are incorporated by reference in 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: 2022] [added: 2023] Proxy Statement where certain information required in PART III of this Form 10-K may be found.

| Form 10-K Item No. and Caption | | | | | | | | | [removed: Heading] [added: Anticipated Heading] in [removed: 2022] [added: 2023] Proxy Statement | | |

| 10. | | | Directors, Executive Officers and Corporate Governance | | | | | | *“Information Regarding the Board of Directors —* *Committees of the Board — Audit Committee —* [removed: *Meetings and Current] [added: *Current Audit Committee] Members,” [removed: “Proposal] [added: “Information* *Regarding the Board of Directors — Committees of the* *Board — Audit Committee — 2022 Meetings,”* *“Proposal] No. [removed: 1* *Election] [added: 1 Election] of Directors — [removed: Information Concerning* *Nominees and Other Directors,”] [added: Information* *Concerning Director Nominees,”] “Proposal No. 1* *Election of Directors — Nominees,” “Identification of* *Executive Officers,”* and *“Miscellaneous — Governance* *Documents and Codes of Ethics”* | | |

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

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_22)[tems](#ic79d8ed693b6405e961f3560ad108010_22) [1. & 2.](#ic79d8ed693b6405e961f3560ad108010_22)] [added: [Items 1. and 2.](#i26e61bc6546347ce86e4aff49a1751a5_22)] | | | [Business and [removed: Properties](#ic79d8ed693b6405e961f3560ad108010_22)] [added: Properties](#i26e61bc6546347ce86e4aff49a1751a5_22)] | | | [removed: [1](#ic79d8ed693b6405e961f3560ad108010_22)] [added: [1](#i26e61bc6546347ce86e4aff49a1751a5_22)] | | |

| | | | [Our [removed: Business](#ic79d8ed693b6405e961f3560ad108010_25)] [added: Business](#i26e61bc6546347ce86e4aff49a1751a5_25)] | | | [removed: [1](#ic79d8ed693b6405e961f3560ad108010_25)] [added: [1](#i26e61bc6546347ce86e4aff49a1751a5_25)] | | |

| | | | [Our Comprehensive Liquid Fuels [removed: Strategy](#ic79d8ed693b6405e961f3560ad108010_31)] [added: Strategy](#i26e61bc6546347ce86e4aff49a1751a5_28)] | | | [removed: [1](#ic79d8ed693b6405e961f3560ad108010_31)] [added: [1](#i26e61bc6546347ce86e4aff49a1751a5_28)] | | |

| | | | [Our [removed: Operations](#ic79d8ed693b6405e961f3560ad108010_34)] [added: Operations](#i26e61bc6546347ce86e4aff49a1751a5_34)] | | | [removed: [5](#ic79d8ed693b6405e961f3560ad108010_34)] [added: [6](#i26e61bc6546347ce86e4aff49a1751a5_34)] | | |

| | | | [Government [removed: Regulations](#ic79d8ed693b6405e961f3560ad108010_40)] [added: Regulations](#i26e61bc6546347ce86e4aff49a1751a5_40)] | | | [removed: [12](#ic79d8ed693b6405e961f3560ad108010_40)] [added: [13](#i26e61bc6546347ce86e4aff49a1751a5_40)] | | |

| | | | [Human [removed: Capital](#ic79d8ed693b6405e961f3560ad108010_43)] [added: Capital](#i26e61bc6546347ce86e4aff49a1751a5_43)] | | | [removed: [13](#ic79d8ed693b6405e961f3560ad108010_43)] [added: [14](#i26e61bc6546347ce86e4aff49a1751a5_43)] | | |

| | | | [Available [removed: Information](#ic79d8ed693b6405e961f3560ad108010_28)] [added: Information](#i26e61bc6546347ce86e4aff49a1751a5_49)] | | | [removed: [16](#ic79d8ed693b6405e961f3560ad108010_28)] [added: [17](#i26e61bc6546347ce86e4aff49a1751a5_49)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_49)[tem](#ic79d8ed693b6405e961f3560ad108010_49) [1A.](#ic79d8ed693b6405e961f3560ad108010_49)] [added: [Item 1A.](#i26e61bc6546347ce86e4aff49a1751a5_52)] | | | [Risk [removed: Factors](#ic79d8ed693b6405e961f3560ad108010_49)] [added: Factors](#i26e61bc6546347ce86e4aff49a1751a5_52)] | | | [removed: [17](#ic79d8ed693b6405e961f3560ad108010_49)] [added: [18](#i26e61bc6546347ce86e4aff49a1751a5_52)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_52)[tem](#ic79d8ed693b6405e961f3560ad108010_52) [1B.](#ic79d8ed693b6405e961f3560ad108010_52)] [added: [Item 1B.](#i26e61bc6546347ce86e4aff49a1751a5_55)] | | | [Unresolved Staff [removed: Comments](#ic79d8ed693b6405e961f3560ad108010_52)] [added: Comments](#i26e61bc6546347ce86e4aff49a1751a5_55)] | | | [removed: [32](#ic79d8ed693b6405e961f3560ad108010_52)] [added: [32](#i26e61bc6546347ce86e4aff49a1751a5_55)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_58)[tem](#ic79d8ed693b6405e961f3560ad108010_58) [4.](#ic79d8ed693b6405e961f3560ad108010_58)] [added: [Item 4.](#i26e61bc6546347ce86e4aff49a1751a5_61)] | | | [Mine Safety [removed: Disclosures](#ic79d8ed693b6405e961f3560ad108010_58)] [added: Disclosures](#i26e61bc6546347ce86e4aff49a1751a5_61)] | | | [removed: [33](#ic79d8ed693b6405e961f3560ad108010_58)] [added: [33](#i26e61bc6546347ce86e4aff49a1751a5_61)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_64)[tem](#ic79d8ed693b6405e961f3560ad108010_64) [5.](#ic79d8ed693b6405e961f3560ad108010_64)] [added: [Item 5.](#i26e61bc6546347ce86e4aff49a1751a5_67)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters [removed: and](#ic79d8ed693b6405e961f3560ad108010_64)[ ](#ic79d8ed693b6405e961f3560ad108010_64)[Issuer] [added: and](#i26e61bc6546347ce86e4aff49a1751a5_67)[ ](#i26e61bc6546347ce86e4aff49a1751a5_67)[Issuer] Purchases of Equity [removed: Securities](#ic79d8ed693b6405e961f3560ad108010_64)] [added: Securities](#i26e61bc6546347ce86e4aff49a1751a5_67)] | | | [removed: [33](#ic79d8ed693b6405e961f3560ad108010_64)] [added: [34](#i26e61bc6546347ce86e4aff49a1751a5_67)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_70)[tem](#ic79d8ed693b6405e961f3560ad108010_70) [7.](#ic79d8ed693b6405e961f3560ad108010_70)] [added: [Item 7.](#i26e61bc6546347ce86e4aff49a1751a5_76)] | | | [Management’s Discussion and Analysis of Financial Condition [removed: and](#ic79d8ed693b6405e961f3560ad108010_70)[ ](#ic79d8ed693b6405e961f3560ad108010_70)[Results] [added: and](#i26e61bc6546347ce86e4aff49a1751a5_76)[ ](#i26e61bc6546347ce86e4aff49a1751a5_76)[Results] of [removed: Operations](#ic79d8ed693b6405e961f3560ad108010_70)] [added: Operations](#i26e61bc6546347ce86e4aff49a1751a5_76)] | | | [removed: [35](#ic79d8ed693b6405e961f3560ad108010_70)] [added: [36](#i26e61bc6546347ce86e4aff49a1751a5_76)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_127)[tem](#ic79d8ed693b6405e961f3560ad108010_127) [7A.](#ic79d8ed693b6405e961f3560ad108010_127)] [added: [Item 7A.](#i26e61bc6546347ce86e4aff49a1751a5_127)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic79d8ed693b6405e961f3560ad108010_127)] [added: Risk](#i26e61bc6546347ce86e4aff49a1751a5_127)] | | | [removed: [64](#ic79d8ed693b6405e961f3560ad108010_127)] [added: [64](#i26e61bc6546347ce86e4aff49a1751a5_127)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_133)[tem](#ic79d8ed693b6405e961f3560ad108010_133) [8.](#ic79d8ed693b6405e961f3560ad108010_133)] [added: [Item 8.](#i26e61bc6546347ce86e4aff49a1751a5_133)] | | | [Financial Statements and Supplementary [removed: Data](#ic79d8ed693b6405e961f3560ad108010_133)] [added: Data](#i26e61bc6546347ce86e4aff49a1751a5_133)] | | | [removed: [66](#ic79d8ed693b6405e961f3560ad108010_133)] [added: [66](#i26e61bc6546347ce86e4aff49a1751a5_133)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_259)[tem](#ic79d8ed693b6405e961f3560ad108010_259) [9.](#ic79d8ed693b6405e961f3560ad108010_259)] [added: [Item 9.](#i26e61bc6546347ce86e4aff49a1751a5_247)] | | | [Changes in and Disagreements with Accountants on Accounting [removed: and](#ic79d8ed693b6405e961f3560ad108010_259)] [added: and](#i26e61bc6546347ce86e4aff49a1751a5_247)] [Financial [removed: Disclosure](#ic79d8ed693b6405e961f3560ad108010_259)] [added: Disclosure](#i26e61bc6546347ce86e4aff49a1751a5_247)] | | | [removed: [138](#ic79d8ed693b6405e961f3560ad108010_259)] [added: [140](#i26e61bc6546347ce86e4aff49a1751a5_247)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_2791)[tem](#ic79d8ed693b6405e961f3560ad108010_2791) [9C.](#ic79d8ed693b6405e961f3560ad108010_2791)] [added: [Item 9C.](#i26e61bc6546347ce86e4aff49a1751a5_256)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic79d8ed693b6405e961f3560ad108010_2791)] [added: Inspections](#i26e61bc6546347ce86e4aff49a1751a5_256)] | | | [removed: [138](#ic79d8ed693b6405e961f3560ad108010_2791)] [added: [140](#i26e61bc6546347ce86e4aff49a1751a5_256)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [10.](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [Item 10.](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic79d8ed693b6405e961f3560ad108010_271)] [added: Governance](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [removed: [139](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [141](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [12.](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [Item 12.](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [Security Ownership of Certain Beneficial Owners and Management [removed: and](#ic79d8ed693b6405e961f3560ad108010_271)] [added: and](#i26e61bc6546347ce86e4aff49a1751a5_262)] [Related Stockholder [removed: Matters](#ic79d8ed693b6405e961f3560ad108010_271)] [added: Matters](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [removed: [139](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [141](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [13.](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [Item 13.](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic79d8ed693b6405e961f3560ad108010_271)] [added: Independence](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [removed: [139](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [141](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [14.](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [Item 14.](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [Principal Accountant Fees and [removed: Services](#ic79d8ed693b6405e961f3560ad108010_271)] [added: Services](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | | [removed: [139](#ic79d8ed693b6405e961f3560ad108010_271)] [added: [141](#i26e61bc6546347ce86e4aff49a1751a5_262)] | | |

| [removed: [I](#ic79d8ed693b6405e961f3560ad108010_277)[tem](#ic79d8ed693b6405e961f3560ad108010_277) [15.](#ic79d8ed693b6405e961f3560ad108010_277)] [added: [Item 15.](#i26e61bc6546347ce86e4aff49a1751a5_268)] | | | [Exhibits and Financial Statement [removed: Schedules](#ic79d8ed693b6405e961f3560ad108010_277)] [added: Schedules](#i26e61bc6546347ce86e4aff49a1751a5_268)] | | | [removed: [139](#ic79d8ed693b6405e961f3560ad108010_277)] [added: [141](#i26e61bc6546347ce86e4aff49a1751a5_268)] | | |

You should read our forward-looking statements together with our disclosures beginning on page [removed: [35](#ic79d8ed693b6405e961f3560ad108010_73)] [added: [36](#i26e61bc6546347ce86e4aff49a1751a5_79)] of this report under the heading “CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.” Note references in this report to Notes to Consolidated Financial Statements can be found beginning on page [removed: [76](#ic79d8ed693b6405e961f3560ad108010_163),] [added: [76](#i26e61bc6546347ce86e4aff49a1751a5_163),] under “PART II, ITEM 8.

We are a joint venture member in Diamond Green Diesel Holdings LLC (DGD)1, which owns [removed: a] [added: two] renewable diesel [removed: plant] [added: plants] located in the Gulf Coast region of the U.S. with a [added: combined] production capacity of [removed: 700 million] [added: approximately 1.2 billion] 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.

See Note [removed: 13] [added: 11] of Notes to Consolidated Financial Statements regarding our accounting for DGD.

[removed: Our] [added: Most of 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.

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 [removed: targets.][added: targets, and we continue to seek low-carbon fuel opportunities and to improve our environmental, social, and governance (ESG) practices.]

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

[removed: The RFS and LCFS] [added: These] programs are defined and discussed below under “U.S. Environmental Protection Agency (EPA) Renewable Fuel Standard (RFS) [removed: Program” and] [added: Program,”] “California Low Carbon Fuel Standard [removed: (LCFS).”] [added: (LCFS),” and “Canada Clean Fuel Regulations (CFR).”] 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.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i26e61bc6546347ce86e4aff49a1751a5_19) | | | | | | [1](#i26e61bc6546347ce86e4aff49a1751a5_19) | | |

| | | | [Environmental Management Systems](#i26e61bc6546347ce86e4aff49a1751a5_31) | | | [5](#i26e61bc6546347ce86e4aff49a1751a5_31) | | |

| | | | [Properties](#i26e61bc6546347ce86e4aff49a1751a5_46) | | | [17](#i26e61bc6546347ce86e4aff49a1751a5_46) | | |

| [Item 3.](#i26e61bc6546347ce86e4aff49a1751a5_58) | | | [Legal Proceedings](#i26e61bc6546347ce86e4aff49a1751a5_58) | | | [33](#i26e61bc6546347ce86e4aff49a1751a5_58) | | |

| [PART II](#i26e61bc6546347ce86e4aff49a1751a5_64) | | | | | | [34](#i26e61bc6546347ce86e4aff49a1751a5_64) | | |

| [Item 6.](#i26e61bc6546347ce86e4aff49a1751a5_70) | | | [\[Reserved\]](#i26e61bc6546347ce86e4aff49a1751a5_70) | | | [36](#i26e61bc6546347ce86e4aff49a1751a5_70) | | |

| [Item 9A.](#i26e61bc6546347ce86e4aff49a1751a5_250) | | | [Controls and Procedures](#i26e61bc6546347ce86e4aff49a1751a5_250) | | | [140](#i26e61bc6546347ce86e4aff49a1751a5_250) | | |

| [Item 9B.](#i26e61bc6546347ce86e4aff49a1751a5_253) | | | [Other Information](#i26e61bc6546347ce86e4aff49a1751a5_253) | | | [140](#i26e61bc6546347ce86e4aff49a1751a5_253) | | |

| [PART III](#i26e61bc6546347ce86e4aff49a1751a5_259) | | | | | | [141](#i26e61bc6546347ce86e4aff49a1751a5_259) | | |

| [Item 11.](#i26e61bc6546347ce86e4aff49a1751a5_262) | | | [Executive Compensation](#i26e61bc6546347ce86e4aff49a1751a5_262) | | | [141](#i26e61bc6546347ce86e4aff49a1751a5_262) | | |

| [PART IV](#i26e61bc6546347ce86e4aff49a1751a5_265) | | | | | | [141](#i26e61bc6546347ce86e4aff49a1751a5_265) | | |

| [Item 16.](#i26e61bc6546347ce86e4aff49a1751a5_271) | | | [Form 10-K Summary](#i26e61bc6546347ce86e4aff49a1751a5_271) | | | [145](#i26e61bc6546347ce86e4aff49a1751a5_271) | | |

| [Signature](#i26e61bc6546347ce86e4aff49a1751a5_274) | | | | | | [146](#i26e61bc6546347ce86e4aff49a1751a5_274) | | |

A RIN is effectively a compliance credit that is assigned to each

Canada Clean Fuel Regulations (CFR)

In July 2022, Canada’s federal environmental agency issued the CFR program to require primary suppliers of gasoline or diesel that is produced in or imported into Canada to reduce the CI of those products.

Annual CI reduction requirements prescribed by the CFR program can be satisfied by using compliance credits that a primary supplier creates (through blending low CI fuels) or that are purchased by them.

The obligation to achieve prescribed CI reduction requirements begins on July 1, 2023.

The CFR program is in addition to Canada’s existing provincial programs (such as in Quebec, Ontario, and British Columbia), which require the utilization of low-carbon fuels, and is similar to the LCFS program.

As a primary supplier of gasoline and diesel in Canada, our Refining segment will be subject to the CFR program requirements effective July 1, 2023 and thus must blend low-CI fuels or purchase credits to meet

the annual CI reduction requirements.

As noted above under “California Low Carbon Fuel Standard (LCFS),” fuels produced by our Renewable Diesel and Ethanol segments have lower CI scores than traditional petroleum-based transportation fuels, and we expect to benefit from the increased demand for these low-carbon products as a result of the CFR program.

The Inflation Reduction Act of 2022 (the IRA) extends Section 6426 through December 31, 2024 (originally set to expire on December 31, 2022) and then replaces it with Section 45Z, which provides a clean fuel production credit for years 2025 through 2027.

Tax credits can be claimed under Section 45Z for the production and sale of clean fuels (such as biodiesel, renewable diesel, and alternative fuels, including sustainable aviation fuel (SAF)).

These expansions increased DGD’s combined production capacity of renewable diesel to approximately 1.2 billion gallons per year and renewable naphtha to approximately 50 million gallons per year.

South Dakota.

In January 2023, we announced that DGD approved a $315 million project to produce SAF.

The project is expected to be completed in 2025 and is also expected to make DGD one of the largest SAF manufacturers in the world.

The production of a lower CI jet fuel should result in the generation of Section 45Z tax credits and a higher value for this product.

It processes sour crude oils into California Reformulated Gasoline Blendstock for Oxygenate Blending (CARBOB) and Conventional Blendstock for Oxygenate Blending (CBOB) gasolines, CARB diesel, diesel, jet fuel, and asphalt.

The refinery receives feedstocks via pipelines connected to marine terminals and docks and distributes its products via pipeline to various terminals.

The refinery receives feedstocks via its docks and has access to the Louisiana Offshore Oil Port and distributes its products via its docks and our Parkway Pipeline and the Bengal Pipeline, both of which access the Plantation Pipeline and Colonial Pipeline.

The refinery receives feedstocks via the Diamond Pipeline, the Dakota Access Pipeline, and barge and distributes its products via truck, barge, and the Shorthorn Pipeline.

The refineries receive feedstocks via docks on the Corpus Christi Ship Channel and pipelines.

The refineries distribute their products via truck, ship, barge, and pipeline.

The refinery receives feedstocks via pipeline, ship, and barge and distributes its products via pipeline, including the Colonial Pipeline and Explorer Pipeline.

The refinery receives feedstocks via pipeline and distributes its products primarily via pipeline and rail.

Explorer Pipeline, and via ship and barge.

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

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

| | | | [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) | | |

| [PART III](#ic79d8ed693b6405e961f3560ad108010_268) | | | | | | [139](#ic79d8ed693b6405e961f3560ad108010_268) | | |

| [I](#ic79d8ed693b6405e961f3560ad108010_271)[tem](#ic79d8ed693b6405e961f3560ad108010_271) [11.](#ic79d8ed693b6405e961f3560ad108010_271) | | | [Executive Compensation](#ic79d8ed693b6405e961f3560ad108010_271) | | | [139](#ic79d8ed693b6405e961f3560ad108010_271) | | |

| [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) | | |

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

satisfy their obligations for the previous calendar year.

Under existing legislation, this credit will not apply to any sale or use of

renewable diesel for any period after December 31, 2022 unless extended.

The Build Back Better Act, as passed by the U.S. House of Representatives on November 19, 2021, would extend this credit through December 31, 2026, but there is no certainty that this legislation will become law or that the provision contained in this legislation authorizing the credit or the amount of the credit will not be revised.

However, legislation authorizing this credit has been extended or retroactively extended since its inception in 2004.

Also in 2021, DGD commenced construction of its second plant.

Over the next 15 months, we expect to invest approximately $800 million to complete the construction of DGD’s second plant, which is expected to have a production capacity of 470 million gallons of renewable diesel and 20 million gallons of renewable naphtha per year.

—Capital Investments” for further discussion of our capital investments associated with low-carbon projects.

RISK FACTORS—Risks Related to Our Business, Industry, and Operations—*Our financial results are affected by volatile margins, which are dependent upon factors beyond our control,*

Gasoline production is primarily California Reformulated Blendstock Gasoline for

Most of the refinery’s products are distributed via pipeline and truck rack into northern California markets.

The refinery processes a blend of heavy and high-sulfur crude oils.

The refinery is connected by pipeline to marine terminals and associated dock facilities that move and store crude oil and other feedstocks.

Refined petroleum products are distributed via pipeline systems to various third-party terminals in Southern California, Nevada, and Arizona.

Finished products are shipped from the refinery’s dock and through the Colonial Pipeline.

The refinery receives crude oil over docks and has access to the Louisiana Offshore Oil Port.

Finished products are shipped over these docks and through our Parkway pipeline and the Bengal pipeline, which ultimately provide access to the Plantation and Colonial pipeline networks.

The refinery predominantly receives Permian Basin and Cushing-sourced crude oil via third-party pipelines.

It processes primarily sweet crude oils.

Most of its production is gasoline, diesel, and jet fuels.

The refinery’s crude oil supply is primarily delivered by pipeline from Cushing, Oklahoma via the Diamond Pipeline and from North Dakota via the Dakota Access Pipeline.

Crude oil can also be received, along with other feedstocks, via barge.

Most of the refinery’s products are distributed via truck rack and barges.

The feedstocks are delivered by tanker and barge via deepwater docking facilities on the Corpus Christi Ship Channel, and West Texas or South Texas crude oil is delivered via pipelines.

them.

The refineries produce gasoline, aromatics, jet fuel, diesel, and asphalt.

As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 4,813] [added: 4,562] holders of record of our common stock.

The following table discloses purchases of shares of our common stock made by us or on our behalf during the fourth quarter of [removed: 2021.][added: 2022.]

| Period | | | | | | Total Number of Shares [removed: Purchased] [added: Purchased (a)] | | | | | | Average Price Paid per Share | | | | | | [removed: Total Number of Shares Not Purchased as Part of Publicly Announced Plans or Programs (a)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b) | | |

(a)The shares reported in this column [removed: represent purchases settled in the fourth quarter of 2021 relating to (i) our purchases of] [added: include 145,726] shares [removed: in open-market transactions] [added: related] to [removed: meet] our [removed: 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.

[removed: (b)On January 23, 2018, we announced that] [added: On October 26, 2022,] our Board authorized our purchase of up to [added: an additional] $2.5 billion of our outstanding common stock [removed: (the 2018 Program),] with no expiration [removed: date.][added: date (the October 2022 Program).]

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $1.4] [added: $2.3] billion [added: of our outstanding common stock] remaining available for purchase under [removed: the 2018 Program.][added: this program.]

*The [removed: following] performance graph [added: below] is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of 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 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: 2016] [added: 2017] and ending December 31, [removed: 2021.][added: 2022.]

Our selected peer group comprises the following ten members: ConocoPhillips; CVR Energy, Inc.; Delek US Holdings, Inc.; the Energy Select Sector SPDR Fund; EOG Resources, Inc.; [removed: HollyFrontier] [added: HF Sinclair] Corporation; Marathon Petroleum Corporation; Occidental Petroleum Corporation; PBF Energy Inc.; and Phillips 66.

[removed: ][added: ]

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

3 Assumes that an investment in Valero common stock, the S&P 500 index, and our peer group was $100 on December 31, [removed: 2016.][added: 2017.]

Cumulative total return is based on share price appreciation plus reinvestment of dividends from December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021.][added: 2022.]

| October 2022 | | | | | | 94,879 | | | | | | $ | 127.85 | | | | | | | | | | | — | | | | | | $4.1 billion | | |

| November 2022 | | | | | | 5,718,669 | | | | | | $ | 134.80 | | | | | | | | | | | 5,670,935 | | | | | | $3.3 billion | | |

| December 2022 | | | | | | 7,983,898 | | | | | | $ | 122.03 | | | | | | | | | | | 7,980,785 | | | | | | $2.3 billion | | |

| Total | | | | | | 13,797,446 | | | | | | $ | 127.36 | | | | | | | | | | | 13,651,720 | | | | | | $2.3 billion | | |

(b)On January 23, 2018, we announced that our Board authorized our purchase of up to $2.5 billion of our outstanding common stock with no expiration date, and we completed all authorized share purchases under that program during the second quarter of 2022.

On July 7, 2022, we announced that our Board authorized our purchase of up to an additional $2.5 billion of our outstanding common stock with no expiration date, and we completed all authorized share purchases under that program during the fourth quarter of 2022.

On February 23, 2023, our Board authorized our purchase of up to an additional $2.5 billion of our outstanding common stock with no expiration date, which is in addition to the amount remaining under the October 2022 Program.

| Valero common stock | | | $ | 100.00 | | | | | $ | 84.28 | | | | | $ | 109.87 | | | | | $ | 70.75 | | | | | $ | 99.28 | | | | | $ | 173.77 | |

| S&P 500 Index | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| Peer Group | | | 100.00 | | | | | | 93.30 | | | | | | 96.50 | | | | | | 59.30 | | | | | | 96.35 | | | | | | 168.49 | | |

| 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 | | |

We have not purchased any shares of our common stock under the 2018 Program since mid-March 2020, and we will evaluate the timing of repurchases when appropriate.

We have no obligation to make purchases under the 2018 Program.

| 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 | | |

Our management evaluated the effectiveness of Valero’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Management believes that as of December 31, [removed: 2021,] [added: 2022,] 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: [69](#ic79d8ed693b6405e961f3560ad108010_142)] [added: [69](#i26e61bc6546347ce86e4aff49a1751a5_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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 22, 2022] [added: 23, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Note [removed: 16] [added: 14] to the consolidated financial statements, as of December 31, [removed: 2021,] [added: 2022,] the Company has gross unrecognized tax benefits, excluding related interest and penalties, of [removed: $816] [added: $284] million.

We have audited Valero Energy Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 22, 2022] [added: 23, 2023] expressed an unqualified opinion on those consolidated financial statements.

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | [added: | | |]

| Cash and cash equivalents | | | $ | [removed: 4,122] [added: 4,862] | | | | | $ | [removed: 3,313] [added: 4,122] | |

| Receivables, net | | | [removed: 10,378] [added: 11,919] | | | | | | [removed: 6,109] [added: 10,378] | | |

| Inventories | | | [removed: 6,265] [added: 6,752] | | | | | | [removed: 6,038] [added: 6,265] | | |

| Prepaid expenses and other | | | [removed: 400] [added: 600] | | | | | | [removed: 384] [added: 400] | | |

| Total current assets | | | [removed: 21,165] [added: 24,133] | | | | | | [removed: 15,844] [added: 21,165] | | |

| Property, plant, and equipment, at cost | | | [removed: 49,072] [added: 50,576] | | | | | | [removed: 46,967] [added: 49,072] | | |

| Accumulated depreciation | | | [removed: (18,225)] [added: (19,598)] | | | | | | [removed: (16,578)] [added: (18,225)] | | |

| Property, plant, and equipment, net | | | [removed: 30,847] [added: 30,978] | | | | | | [removed: 30,389] [added: 30,847] | | |

| Deferred charges and other assets, net | | | [removed: 5,876] [added: 5,871] | | | | | | [removed: 5,541] [added: 5,876] | | |

| Total assets | | | $ | [removed: 57,888] [added: 60,982] | | | | | $ | [removed: 51,774] [added: 57,888] | |

| Current portion of debt and finance lease obligations | | | $ | [removed: 1,264] [added: 1,109] | | | | | $ | [removed: 723] [added: 1,264] | |

| Accounts payable | | | [removed: 12,495] [added: 12,728] | | | | | | [removed: 6,082] [added: 12,495] | | |

| Accrued expenses | | | [removed: 1,253] [added: (5)] | | | | | | [removed: 994] [added: 253] | | | [added: | | | 48 | | |]

| Taxes other than income taxes payable | | | [removed: 1,461] [added: 1,568] | | | | | | [removed: 1,372] [added: 1,461] | | |

| Income taxes payable | | | [removed: 378] [added: 841] | | | | | | [removed: 112] [added: 378] | | |

| Total current liabilities | | | [removed: 16,851] [added: 17,461] | | | | | | [removed: 9,283] [added: 16,851] | | |

| Debt and finance lease obligations, less current portion | | | [removed: 12,606] [added: 10,526] | | | | | | [removed: 13,954] [added: 12,606] | | |

| Deferred income tax liabilities | | | [removed: 5,210] [added: 5,217] | | | | | | [removed: 5,275] [added: 5,210] | | |

| Other long-term liabilities | | | [removed: 3,404] [added: 2,310] | | | | | | [removed: 3,620] [added: 3,404] | | |

| Additional paid-in capital | | | [removed: 6,827] [added: 6,863] | | | | | | [removed: 6,814] [added: 6,827] | | |

| Treasury stock, at cost; [removed: 264,305,955] [added: 301,372,958] and [removed: 265,096,171] [added: 264,305,955] common shares | | | [removed: (15,677)] [added: (20,197)] | | | | | | [removed: (15,719)] [added: (15,677)] | | |

| Retained earnings | | | [removed: 28,281] [added: 38,247] | | | | | | [removed: 28,953] [added: 28,281] | | |

| Accumulated other comprehensive loss | | | [removed: (1,008)] [added: (1,359)] | | | | | | [removed: (1,254)] [added: (1,008)] | | |

| Total Valero Energy Corporation stockholders’ equity | | | [removed: 18,430] [added: 23,561] | | | | | | [removed: 18,801] [added: 18,430] | | |

| Noncontrolling interests | | | [removed: 1,387] [added: 1,907] | | | | | | [removed: 841] [added: 1,387] | | |

| Total equity | | | [removed: 19,817] [added: 25,468] | | | | | | [removed: 19,642] [added: 19,817] | | |

| Total liabilities and equity | | | $ | [removed: 57,888] [added: 60,982] | | | | | $ | [removed: 51,774] [added: 57,888] | |

| | | | [removed: 2021 | | |] [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2019] | | | [added: 2020] | | |

| Revenues (a) | | | $ | [removed: 113,977] [added: 176,383] | | | | | $ | [removed: 64,912] [added: 113,977] | | | | | $ | [removed: 108,324] [added: 64,912] | | | | |

February 23, 2023

February 23, 2023

| Asset impairment loss | | | 61 | | | | | | — | | | | | | — | | | | | |

| Purchases of common stock for treasury | | | — | | | | | | — | | | | | | (27) | | | | | | — | | | | | | — | | | | | | (27) | | | | | | — | | | | | | (27) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 11,528 | | | | | | — | | | | | | 11,528 | | | | | | 351 | | | | | | 11,879 | | |

| Purchases of common stock for treasury | | | — | | | | | | — | | | | | | (4,577) | | | | | | — | | | | | | — | | | | | | (4,577) | | | | | | — | | | | | | (4,577) | | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 265 | | | | | | 265 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (351) | | | | | | (351) | | | | | | (3) | | | | | | (354) | | |

| Balance as of December 31, 2022 | | | $ | 7 | | | | | $ | 6,863 | | | | | $ | (20,197) | | | | | $ | 38,247 | | | | | $ | (1,359) | | | | | $ | 23,561 | | | | | $ | 1,907 | | | | | $ | 25,468 | |

| Net income (loss) | | | $ | 11,879 | | | | | $ | 1,288 | | | | | $ | (1,107) | |

| Asset impairment loss | | | 61 | | | | | | — | | | | | | — | | |

| Gain on sale of assets | | | — | | | | | | (62) | | | | | | — | | |

| Purchases of common stock for treasury | | | (4,577) | | | | | | (27) | | | | | | (156) | | |

Investments in Debt Securities

Investments in debt securities that have stated maturities of three months or less from the date of acquisition are classified as cash equivalents, and those with stated maturities of greater than three months

but less than one year are classified as short-term investments, which are reflected in prepaid expenses and other on our balance sheet.

Our investments in debt securities are classified as available-for-sale (AFS) and are subsequently measured and carried at fair value on our balance sheet with changes in fair value reported in other comprehensive income until realized.

The cost of a security sold is determined using the first-in, first-out method.

- purchased compliance credits, which are described below under “Costs of Renewable and Low-Carbon Fuel Programs”;

- goodwill;

Estimates are adjusted as additional

quotas.

The estimated fair values of cash and cash equivalents, receivables,

payables, debt obligations, and operating and finance lease obligations approximate their carrying amounts, except for certain debt as disclosed in Note 18.

Investments in debt securities, commodity derivative contracts, and foreign currency derivative contracts are recognized at their fair values.

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

| Operating lease cost | | | 171 | | | | | | 102 | | | | | | 68 | | | | | | 38 | | | | | | 379 | | |

| Total lease cost | | | $ | 526 | | | | | $ | 207 | | | | | $ | 75 | | | | | $ | 139 | | | | | $ | 947 | |

| Finance lease cost: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

DGD Port Arthur Plant Finance Lease

In connection with the construction of the DGD plant located next to our Port Arthur Refinery (the DGD Port Arthur Plant), DGD entered into an agreement with a third party to utilize certain rail facilities, truck rack facilities, and tanks for the transportation and storage of feedstocks and renewable diesel.

The agreement commenced in the fourth quarter of 2022, upon completion of the DGD Port Arthur Plant, and has an initial term of 20 years with two automatic five-year renewal periods.

| 2023 | | | $ | 345 | | | | | $ | 350 | | | | | | | | | | | | | |

| 2024 | | | 240 | | | | | | 287 | | | | | | | | | | | | | | |

| 2025 | | | 163 | | | | | | 278 | | | | | | | | | | | | | | |

| 2026 | | | 125 | | | | | | 254 | | | | | | | | | | | | | | |

| 2027 | | | 81 | | | | | | 224 | | | | | | | | | | | | | | |

| Thereafter | | | 434 | | | | | | 2,069 | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

February 22, 2022

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

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

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

| Balance as of December 31, 2018 | | | $ | 7 | | | | | $ | 7,048 | | | | | $ | (14,925) | | | | | $ | 31,044 | | | | | $ | (1,507) | | | | | $ | 21,667 | | | | | $ | 1,064 | | | | | $ | 22,731 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,422 | | | | | | — | | | | | | 2,422 | | | | | | 362 | | | | | | 2,784 | | |

| Open market stock purchases | | | — | | | | | | — | | | | | | (753) | | | | | | — | | | | | | — | | | | | | (753) | | | | | | — | | | | | | (753) | | |

| Acquisition of Valero Energy Partners LP (VLP) publicly held common units | | | — | | | | | | (328) | | | | | | — | | | | | | — | | | | | | — | | | | | | (328) | | | | | | (622) | | | | | | (950) | | |

| Open market stock purchases | | | — | | | | | | — | | | | | | (130) | | | | | | — | | | | | | — | | | | | | (130) | | | | | | — | | | | | | (130) | | |

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

| Other VIEs | | | (6) | | | | | | (5) | | | | | | (6) | | |

| Acquisition of VLP publicly held common units | | | — | | | | | | — | | | | | | (950) | | |

Reclassifications

Certain prior year amounts in the consolidated statements of cash flows have been reclassified to conform to the 2021 presentation.

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.”

To the extent the aggregate market value of our LIFO inventories subsequently increases, we recognize an increase to the value of our inventories (not to exceed cost) and a gain in our statements of income.

improvements impact the useful life of the group.

- goodwill.

amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit.

our own refineries.

The estimated fair values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 20.

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.

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.

The ultimate extent of the impact of the COVID-19 pandemic will depend largely on future developments, particularly within the geographic areas where we operate, and the related impact on overall economic activity, all of which are currently unknown and cannot be predicted with certainty at this time.

Based on these and other circumstances that cannot be predicted, the long-term implications of the pandemic on our financial position and results of operations remain uncertain and may continue to be significant.

We believe we have proactively responded to many of the known impacts of the pandemic on our business to the extent practicable and we strive to continue to do so, but there can be no assurance that these or other measures will be fully effective.

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: 2021.][added: 2022.]

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ic79d8ed693b6405e961f3560ad108010_133)”] [added: DATA](#i26e61bc6546347ce86e4aff49a1751a5_133)”] on page [removed: [66](#ic79d8ed693b6405e961f3560ad108010_136)] [added: [66](#i26e61bc6546347ce86e4aff49a1751a5_136)] of this report, and is incorporated by reference into this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ic79d8ed693b6405e961f3560ad108010_133)”] [added: DATA](#i26e61bc6546347ce86e4aff49a1751a5_133)”] beginning on page [removed: [69](#ic79d8ed693b6405e961f3560ad108010_142)] [added: [69](#i26e61bc6546347ce86e4aff49a1751a5_142)] of this report, and is incorporated by reference into this item.

In 2022, our performance exceeded our 2025 GHG reduction/displacement target, which is three years ahead of schedule.

Accordingly, on February 23, 2023, our Human Resources and Compensation Committee, a committee of our Board, approved a modification to our energy transition performance modifier for performance shares that continues on to our 2035 GHG reduction/displacement target.

None.

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 [removed: 2022] [added: 2023] annual meeting of stockholders.

We expect to file the proxy statement with the SEC on or before March 31, [removed: 2022.][added: 2023.]

See the cross-reference sheet on page [removed: “[i](#ic79d8ed693b6405e961f3560ad108010_10).”][added: “[i](#i26e61bc6546347ce86e4aff49a1751a5_10).”]

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ic79d8ed693b6405e961f3560ad108010_133)”] [added: DATA](#i26e61bc6546347ce86e4aff49a1751a5_133)”] of this Form 10-K:

| [Management’s report on internal control over financial [removed: reporting](#ic79d8ed693b6405e961f3560ad108010_136)] [added: reporting](#i26e61bc6546347ce86e4aff49a1751a5_136)] | | | [removed: [66](#ic79d8ed693b6405e961f3560ad108010_136)] [added: [66](#i26e61bc6546347ce86e4aff49a1751a5_136)] | | |

| [Reports of independent registered public accounting [removed: firm](#ic79d8ed693b6405e961f3560ad108010_139) Auditor name: KPMG LLP; Auditor Firm] [added: firm](#i26e61bc6546347ce86e4aff49a1751a5_139) (PCAOB] ID: [removed: 185; Auditor location: San Antonio, Texas] [added: 185)] | | | [removed: [67](#ic79d8ed693b6405e961f3560ad108010_139)] [added: [67](#i26e61bc6546347ce86e4aff49a1751a5_139)] | | |

| [Consolidated balance sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ic79d8ed693b6405e961f3560ad108010_145)] [added: 2021](#i26e61bc6546347ce86e4aff49a1751a5_145)] | | | [removed: [71](#ic79d8ed693b6405e961f3560ad108010_145)] [added: [71](#i26e61bc6546347ce86e4aff49a1751a5_145)] | | |

| [Consolidated statements of income for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#ic79d8ed693b6405e961f3560ad108010_148)] [added: 2020](#i26e61bc6546347ce86e4aff49a1751a5_148)] | | | [removed: [72](#ic79d8ed693b6405e961f3560ad108010_148)] [added: [72](#i26e61bc6546347ce86e4aff49a1751a5_148)] | | |

| [Consolidated statements of comprehensive income for the years ended December 31, [removed: 2021,](#ic79d8ed693b6405e961f3560ad108010_154) [2020,] [added: 2022,](#i26e61bc6546347ce86e4aff49a1751a5_154) [2021,] and [removed: 2019](#ic79d8ed693b6405e961f3560ad108010_154)] [added: 2020](#i26e61bc6546347ce86e4aff49a1751a5_154)] | | | [removed: [73](#ic79d8ed693b6405e961f3560ad108010_154)] [added: [73](#i26e61bc6546347ce86e4aff49a1751a5_154)] | | |

| [Consolidated statements of equity for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#ic79d8ed693b6405e961f3560ad108010_157)] [added: 2020](#i26e61bc6546347ce86e4aff49a1751a5_157)] | | | [removed: [74](#ic79d8ed693b6405e961f3560ad108010_157)] [added: [74](#i26e61bc6546347ce86e4aff49a1751a5_157)] | | |

| [Consolidated statements of cash flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#ic79d8ed693b6405e961f3560ad108010_160)] [added: 2020](#i26e61bc6546347ce86e4aff49a1751a5_160)] | | | [removed: [75](#ic79d8ed693b6405e961f3560ad108010_160)] [added: [75](#i26e61bc6546347ce86e4aff49a1751a5_160)] | | |

| [Notes to consolidated financial [removed: statements](#ic79d8ed693b6405e961f3560ad108010_163)] [added: statements](#i26e61bc6546347ce86e4aff49a1751a5_163)] | | | [removed: [76](#ic79d8ed693b6405e961f3560ad108010_163)] [added: [76](#i26e61bc6546347ce86e4aff49a1751a5_163)] | | |

| [removed: [++2.01](http://www.sec.gov/Archives/edgar/data/1035002/000119312518302059/d636934dex21.htm)] [added: [3](http://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm)[.](http://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm)[1](http://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm)[0](http://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm)] | | | — | | | [removed: [Agreement] [added: [Amended] and [removed: Plan of Merger, dated as] [added: Restated Bylaws] of [removed: October 18, 2018, by and among] Valero Energy [removed: Corporation; Forest Merger Sub, LLC; Valero Energy Partners LP; and Valero Energy Partners GP LLC–incorporated] [added: Corporation–incorporated] by reference to Exhibit [removed: 2.1] [added: 3.01] to Valero’s current report on Form 8-K dated [added: March 15, 2022] and filed [removed: October] [added: March] 18, [removed: 2018] [added: 2022] (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312518302059/d636934dex21.htm)] [added: 001-13175)](http://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm).] | | |

| [removed: [3.10](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm)] | | | — | | | [removed: [Amended] [added: [Fifth Amended] and Restated [removed: Bylaws] [added: Revolving Credit Agreement, dated as] of [added: November](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm) [](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm)[22, 2022, among] Valero Energy [removed: Corporation–incorporated] [added: Corporation, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; and the lenders named therein–incorporated] by reference to [removed: Exhibit 3.01] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm) [99](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm)[.1] to Valero’s current report on Form 8-K [removed: dated September 20, 2017] [added: dated](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm) [November 22, 2022](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm)[,] and [removed: filed September 21, 2017 (SEC] [added: filed](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm) [November 22, 2022](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm) [(SEC] File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312517289621/d452366dex301.htm)] [added: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312522291119/d396276dex991.htm)] | | |

| [removed: [*+10.04](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm)] [added: [+10.04](http://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, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm)] [added: 2021–incorporated by reference to Exhibit 10.04 to Valero’s annual report on Form 10-K for the year ended December 31, 2021 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm)] | | |

| [removed: [*+10.26](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] [added: [+10.26](http://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] | | | — | | | [Form of Restricted Stock Agreement [removed: (current).](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] [added: (current)–incorporated by reference to Exhibit 10.26 to Valero’s annual report on Form 10-K for the year ended December 31, 2021 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1026.htm)] | | |

| [removed: [*21.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh2101.htm)] [added: [*21.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh2101.htm)] | | | — | | | [Valero Energy Corporation [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh2101.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh2101.htm)] | | |

| [removed: [*23.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh2301.htm)] [added: [*23.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh2301.htm)] | | | — | | | [Consent of KPMG LLP dated February [removed: 22, 2022.](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh2301.htm)] [added: 23, 2023.](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh2301.htm)] | | |

| [removed: [*24.01](#ic79d8ed693b6405e961f3560ad108010_283)] [added: [*24.01](#i26e61bc6546347ce86e4aff49a1751a5_274)] | | | — | | | [Power of Attorney dated February [removed: 22, 2022] [added: 23, 2023] (on the signature page of this Form [removed: 10-K).](#ic79d8ed693b6405e961f3560ad108010_283)] [added: 10-K).](#i26e61bc6546347ce86e4aff49a1751a5_274)] | | |

| [removed: [*31.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh3101.htm)] [added: [*31.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh3101.htm)] | | | — | | | [Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal executive [removed: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh3101.htm)] [added: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh3101.htm)] | | |

| [removed: [*31.02](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh3102.htm)] [added: [*31.02](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh3102.htm)] | | | — | | | [Rule 13a-14(a) Certification (under Section 302 of the Sarbanes-Oxley Act of 2002) of principal financial [removed: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh3102.htm)] [added: officer.](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh3102.htm)] | | |

| [removed: [32.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh3201.htm)] [added: [32.01](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh3201.htm)] | | | — | | | [Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of [removed: 2002).](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh3201.htm)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000027/a12312022exh3201.htm)] | | |

| | | | | | |

| [10.23](http://www.sec.gov/Archives/edgar/data/1035002/000119312519079633/d722386dex101.htm) | | | — | | | [Fourth Amended and Restated Revolving Credit Agreement, dated as of March 19, 2019, among Valero Energy Corporation, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; and the lenders named therein–incorporated by reference to Exhibit 10.1 to Valero’s current report on Form 8-K dated March 19, 2019, and filed March 19, 2019 (SEC File No. 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312519079633/d722386dex101.htm) | | |

| ++ | | | Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request. | | |

Date: February [removed: 22, 2022][added: 23, 2023]

| /s/ Joseph W. Gorder | | | | | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Jason W. Fraser | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Fred M. Diaz | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ H. Paulett Eberhart | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Kimberly S. Greene | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Deborah P. Majoras | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Eric D. Mullins | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Donald L. Nickles | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Philip J. Pfeiffer | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Robert A. Profusek | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Randall J. Weisenburger | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Rayford Wilkins, Jr. | | | | | | Director | | | | | | February [removed: 22, 2022] [added: 23, 2023] | | |

| /s/ Marie A. Ffolkes | | | | | | Director | | | | | | February 23, 2023 | | |

| (Marie A. Ffolkes) | | | | | | | | | | | | | | |

| /s/ Stephen M. Waters | | | | | | Director | | | | | | February 22, 2022 | | |

| (Stephen M. Waters) | | | | | | | | | | | | | | |