Valero Energy (VLO) 10-K risk factor changes: FY2024 vs FY2023

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

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

These in turn depend on, among other things, [removed: the availability and quantity of feedstocks] [added: global] and [removed: liquid transportation fuels imported into the countries in which we operate, the] [added: regional] production levels [removed: of suppliers, levels] [added: or capacities] of [removed: product inventories, productivity] [added: suppliers] and [added: competitors, natural gas and electricity availability and costs, economic activity and] growth [added: levels] (or the lack [removed: thereof) of the] [added: thereof),] U.S. and [removed: global economies, the U.S. government’s relationships with] foreign [removed: governments,] [added: relations,] political affairs, [removed: the extent of] government [removed: regulation,] [added: regulations,] and the events described in many of the other risk factors below.

The ability of the members of the Organization of Petroleum Exporting Countries (OPEC) [added: and other petroleum-producing nations that collectively make up OPEC+] to agree on and to maintain crude oil price and production controls has also had, and is likely to continue to have, a significant impact on the market prices of crude oil and certain of our products.

[removed: BUSINESS AND PROPERTIES—OUR COMPREHENSIVE LIQUID FUELS STRATEGY—*Regulations, Policies,] [added: These regulations, policies,] and [removed: Standards Driving Low-Carbon Fuel Demand*”] [added: standards] have [removed: had, and are likely to continue to have,] a significant impact on the market prices of [removed: the] [added: low-carbon fuel] feedstocks [removed: for,] and [removed: products produced by,] [added: products, and in turn the margins on] our low-carbon [removed: fuels businesses.][added: fuels.]

Some of these factors can vary [removed: by region] [added: globally or regionally] and may change quickly, adding to market volatility, while others may have longer-term effects.

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

Price level changes during the period between purchasing feedstocks and selling the resulting products [removed: has] [added: have] had, and could continue to have, a significant effect on our financial results.

A decline in market prices for our products and feedstocks has [added: also] had, and could again have, a negative impact to the carrying value of our inventories.

Factors outside of our control, such as [removed: economic uncertainty,] [added: economic, legal, regulatory, and political uncertainties, global geopolitical and other conflicts and tensions,] inflation (and the potential for increased prices to [removed: create demand destruction), persistently] [added: reduce demand), prolonged periods of] high interest rates, [added: and] public health crises (such as the COVID-19 [removed: pandemic), and political unrest or hostilities,] [added: pandemic)] have [added: negatively] affected, and [added: many such factors] could continue to [added: negatively] affect, economic activity and growth levels of the U.S. and other countries.

[removed: Additionally, a] [added: 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 oils.

These crude oil feedstock differentials vary significantly depending on many factors, including [removed: overall economic conditions] [added: global] and [added: regional economic conditions,] trends and conditions within [removed: the markets for] crude oil and refined petroleum [removed: products.][added: products markets, and the events described above and in many of the other risk factors below.]

[removed: We are subject to risks arising from industry] [added: Industry, market,] and [removed: market] [added: other] developments [removed: that] could decrease the demand for our products.

A reduction in the demand for our products could result from [added: events and trends such as increases in fuel efficiency, decreases in travel or fuel consumption levels, and] a transition by consumers to alternative fuel vehicles, such as electric vehicles (EVs) and hybrid vehicles, [added: in each case,] whether as a result of government mandates or incentives, industry developments, [removed: or consumer] [added: societal changes,] or [removed: investor] sentiment [removed: towards] [added: or perception with respect to our products, or] fossil fuels and GHG [removed: emissions.][added: emissions generally.]

New developments may [added: alter consumer fuel or energy preferences or] make alternative fuel vehicles more affordable or desirable, including improvements in battery and storage technology, increases in driving ranges, increased availability of charging stations and other infrastructure, expanded and more reliable supply chains, [removed: and] improvements in hydrogen fuel cell [removed: technology.][added: technology, and other technological changes.]

Any such developments could increase consumer acceptance and result in greater market penetration of alternative fuel [removed: vehicles.][added: vehicles or otherwise decrease the demand for our products.]

There may [added: also] be new entrants into the 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 products.

[removed: For example, several other] [added: Other] companies have made, or announced interest in making, investments in renewable diesel, SAF, and other low-carbon projects.

While [removed: it is not] [added: we cannot] currently [removed: possible to] predict the ultimate form, timing, or extent of [removed: any such] [added: these] developments, any such event could materially and adversely affect our [added: margins and sales volumes, and in turn our] business, financial condition, results of operations, and liquidity.

We are subject to risks arising from sentiment towards [removed: climate change,] [added: climate-related matters,] fossil fuels, GHG emissions, [removed: environmental justice,] and other [removed: environmental, social, and governance (ESG)] [added: sustainability-related] matters.

In recent years, a number of advocacy groups, both in the U.S. and internationally, have campaigned for government and private action to promote [removed: climate] [added: climate-related] and other [removed: ESG-related changes, particularly at public companies,] [added: sustainability-related initiatives] through activities including [added: public pressure,] investment, engagement, and voting practices.

These activities have included promoting the divestment of securities of fossil fuel companies, pressuring [removed: fossil fuel] [added: such] companies to commit to future output reductions, [added: to align with net-zero commitments, or to implement costly practices or technology to reduce GHG emissions,] and pressuring lenders, insurers, [added: investors,] and other market participants to [added: otherwise] limit or curtail activities with [added: or involving] fossil fuel companies.

If these or similar efforts are [removed: continued,] [added: continued or increased, it could negatively impact] our [added: operating costs and capital allocation decisions, as well as our] ability to access capital markets, obtain new investment or financing, or to [removed: fully] [added: adequately] insure our [removed: operations may be negatively impacted.][added: business and operations.]

These activities have also [removed: 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 [removed: ESG practices] [added: additional actions] and [removed: disclosures, including those] [added: disclosures] related [removed: to climate change,] [added: to, among others, climate-related matters,] GHG emissions [added: and reduction] targets, business resilience under the assumptions of demand-constrained scenarios, net-zero ambitions, [removed: GHG reduction][added: alignment with third-party frameworks, human capital management, political activities, environmental justice, and racial equity audits.]

[removed: For example, ESG-focused activism has increased in the fossil fuel industry and] [added: This] has [removed: resulted in] [added: included] more frequent attempts to effect business or governance changes through mechanisms such as stockholder proposals, vote-no campaigns, [removed: and] exempt proxy [removed: solicitations.][added: solicitations, and other public pressure.]

[removed: As a result, we have faced, and expect] to [removed: continue to] face, increasing pressure regarding our [removed: ESG] [added: efforts] and [removed: climate-related disclosures, including our] [added: disclosures with respect to] GHG emissions [removed: targets and ambition] [added: reductions/displacements] (including our methodologies and timelines with respect [removed: thereto),] [added: thereto) and other sustainability-related matters, including] negative publicity, prescriptive stockholder requests, and demands for [removed: ESG-focused engagement.][added: engagement thereon.]

[removed: ESG] [added: Sentiment towards many environmental, social, and governance (ESG)-related practices] has also become [removed: an] increasingly politically [removed: charged issue, and “anti-ESG” sentiment] [added: charged,] and [removed: increased] scrutiny and skepticism [removed: of ESG policies] [added: thereof] and [removed: practices have resulted in,] [added: “anti-ESG” sentiment has caused,] and could continue to [removed: result in,] [added: cause,] additional demands [removed: and strains] on companies.

Responding to such [removed: ESG-focused activism] [added: focus and pressure] has been, and will likely continue to be, costly and time-consuming.

The [removed: methodologies] [added: methodologies, standards,] and [removed: standards] [added: requirements] for tracking and reporting [removed: on ESG] [added: GHG emissions and other sustainability-related] matters [removed: are relatively new,] have not been [removed: standardized,] [added: standardized or harmonized,] and [added: many] continue to evolve.

As a result, our [removed: ESG-related] metrics, targets, [removed: ambitions,] and other [removed: disclosures,] [added: disclosures with respect to such matters] may not necessarily be calculated or presented in the same manner or be comparable to similarly titled measures presented by us in other contexts, or [added: to disclosures] by [removed: other companies or third-party estimates or disclosures, and our interpretation of reporting standards may differ from those of] others.

[removed: While we believe that our ESG disclosures and methodologies reflect our business strategy and are reasonable at the time made or used,] [added: However,] as our [removed: business or] [added: business, strategy, low-carbon projects, market and financial conditions, and/or] applicable methodologies, standards, or [removed: regulations] [added: requirements continue to] develop and evolve, we may [added: significantly] revise or cease reporting or using certain [added: such] disclosures and methodologies if we determine that they are no longer advisable or appropriate, or [added: we] are otherwise required to do so.

Additionally, the availability and cost of natural gas and electricity have been, and could continue to be, affected by numerous events, such as government regulations, [added: rate increases,] weather (e.g., hurricanes and periods of [removed: considerable] [added: extreme] heat or [removed: cold, such as Winter Storm Uri in 2021),] [added: cold),] logistics interruptions, electric grid outages, cybersecurity incidents, intermittent electricity generation (particularly from wind and solar), hostilities, [added: terrorism, protests,] sanctions, human error, and supply and demand imbalances for natural gas and electricity.

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

As electrification continues to grow, or if there are increased restrictions or costs imposed on the ability of utilities or power suppliers to utilize certain energy sources (such as through restrictions [removed: on fossil fuel or nuclear-generated electricity] [added: on,] or [removed: ESG] [added: other] pressure not to [removed: use such sources of electricity generation),] [added: use, fossil fuel or nuclear-generated electricity),] there will likely be increased strains on and risks to the integrity, reliability, and resilience of electrical grids, and increased volatility and tightness in natural gas and electricity supplies across the world.

Growing electrification and rapidly developing and increasing technology use (such as artificial [removed: intelligence,] [added: intelligence (AI),] computer processing, cryptocurrency mining, and cloud storage, and the data centers and power supplies required to support these activities) will also [added: likely increase the intermittency and decrease the reliability of electricity supplies, particularly for grids highly dependent upon wind and solar power, which would exacerbate the foregoing challenges, including increasing costs.]

[removed: Additionally, increased] government regulations and [removed: public] opposition to pipeline construction and electricity generation and transmission projects have [added: also] resulted in, and could continue to result in, the underinvestment in, or unavailability of, the infrastructure and logistics assets needed to obtain natural gas [removed: feedstocks] and electricity in a reliable and cost-efficient manner.

[removed: Although] [added: While] we actively manage these risks through contracting and hedging our exposure to price volatility as appropriate, and by pursuing projects that reduce our reliance on third parties and fortify the resilience of our assets, increases in prices for natural gas and electricity, or disruptions to our [removed: supply] [added: supplies] thereof, have [removed: in the past,] [added: had,] and could [removed: again, materially and adversely affect] [added: again have, a material adverse effect on] our business, financial condition, results of operations, and liquidity.

We source our petroleum-based and low-carbon [removed: fuels feedstocks] [added: fuel feedstocks, as well as many other critical supplies, such as catalyst, chemicals, treating materials, and metal-based consumables] from suppliers throughout the world.

We are, therefore, subject to the political, geographic, and economic risks attendant to doing business with suppliers located in, and supplies originating from, different areas across the world, including global geopolitical and other conflicts and tensions [added: (such as the Russia-Ukraine conflict and turmoil in the Middle East and other producing regions)] that [added: have impacted, and] may [removed: impact] [added: continue to impact,] trade flows and [removed: increase] transportation costs.

If one or more of our supply contracts were terminated, or if political or other events were to disrupt our traditional feedstock [removed: supply,] [added: and other critical supplies,] we believe that adequate alternative supplies would be available, but it is possible that we would be unable to find adequate or optimal alternative sources of supply.

Although several refinery closures have recently been announced and others are expected in the future, there have also been recent additions to global refining capacity, which create risks and uncertainties related to product margins, volatility, and market perceptions of the refining industry.

Regarding low-carbon fuels margins, see also, among other risk factors set forth below, “*We are subject to risks arising from the Renewable and Low-Carbon Fuel Programs, and other regulations, policies, international certifications, and standards impacting low-carbon fuels*.”

In turn, the demand for and consumption of our products, and also our revenues, margins, growth prospects, and capital allocation decisions have been and could again be negatively impacted.

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As a result, our low-carbon fuels businesses have faced, and will likely continue to face, increased competition for feedstocks and customers.

As a result, we have faced, and expect to continue

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Our interpretations of various voluntary or required reporting standards may also differ from those of others.

We believe that our disclosures and methodologies related to such matters reflect our business strategy and are reasonable at the time made or used.

Any actual or perceived failure by us to achieve our publicly disclosed targets or long-term ambition with respect to GHG emissions reductions/displacements within the timelines we have announced, or at all, or a revision thereof or to our other sustainability-related disclosures, could cause reputational harm, and expose us to litigation or regulatory enforcement, among other negative impacts.

We are subject to risks arising from the cost and availability of natural gas and electricity.

Increased

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We are subject to risks related to the costs and availability of our feedstocks and other critical supplies.

The U.S. federal government under the current presidential administration has also implemented and indicated the potential for new or revised tariffs, duties, sanctions, and other actions with respect to U.S. and foreign trade, manufacturing, and investment, and some foreign governments have in turn implemented or indicated the potential for similar responses impacting U.S. goods and/or foreign operations and businesses dealings of U.S. companies.

While there is currently a lack of certainty around the likelihood, timing, and details of many such actions, similar events have in the past had, and could again have, an adverse effect on our ability to obtain optimal or adequate volumes of feedstocks and other critical supplies at favorable prices and costs.

If DGD’s traditional feedstock supplies are disrupted, or become limited or only available on unfavorable terms, or if U.S. policies (such as recent IRS guidance regarding the 45Z tax credit under the IRA) disfavor foreign feedstock supplies making their use economically impracticable, DGD could be required to develop alternate sources of supply and increase its use of certain feedstocks that result in lower-margin products or curtail production.

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exposure to political, geographic, regulatory, tax, and economic risks associated with international sourcing of supplies.

As noted above, various governments across the world have implemented or indicated the potential for new or revised tariffs, duties, sanctions and other actions with respect to U.S. and foreign trade, manufacturing, and investment.

While there is currently a lack of certainty around the likelihood, timing, and details of many such actions, similar events have in the past had, and could again have, an adverse effect on our foreign operations and investments, and the competitiveness of our products globally.

We are subject to risks arising from transportation and logistics disruptions and availability.

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In certain

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We also have incurred, and may again incur, additional costs or charges related to changes in applicable regulations on such instruments.

The European Union (EU), the U.K., Canada, and Quebec have each adopted what they refer to as “zero-emissions vehicle” mandates and other government authorities across the world, such as Mexico, Quebec,

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The previous administration also issued a number of related executive orders seeking to limit or eliminate petroleum-based fuels by imposing mandates of so-called 100 percent zero-emission vehicle acquisitions and setting ambitious decarbonization goals.

The current U.S. presidential administration has expressed a different approach with respect to U.S. climate, environmental, and energy policies and has revoked many of the previous administration’s executive orders and directives, and has indicated an intention to modify or eliminate many of the aforementioned laws and regulations, several of which are also currently being litigated, or may be subject to future legal challenges.

However, the ultimate timing and outcome with respect to any modifications or eliminations of such laws and regulations, which would likely require action by the U.S. Congress or a federal agency or department, as well as pending or future litigation, are currently unknown and are subject to considerable uncertainty.

It is also currently uncertain whether and to what extent any U.S. state and local governments will still pursue the prior administration’s agenda on such matters.

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Moreover, there have been various international climate accords and multilateral agreements aimed at reducing GHG emissions.

For example, California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, SBx 1-2) and Assembly Bill No. 1 (ABx 2-1), as described in Note 2 of Notes to Consolidated Financial Statements, present considerable uncertainty and risks for us.

These include things such as (i) restrictions on certain refinery operations, (ii) and requirements to modify our operations or install new emissions controls or other equipment, and (iii) costs to administer our obligations under the Renewable and Low-Carbon Fuel Programs.

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Regarding the LCFS, in November 2024, CARB approved updates thereto that set targets to reduce the CI of California’s transportation fuel pool by 30 percent by 2030 and by 90 percent by 2045, increase support for so called “zero-emissions” infrastructure, and make more transit agencies eligible to generate credits, although such amendments were recently paused.

Future RVOs, RFS changes, the ability to sell “E15” fuel year-round, and actions related to small refinery exemptions may also affect RIN prices, and certain such actions have recently been proposed or are currently being challenged.

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

and 2.

Any adverse change in these regulations, policies, and standards (including, for example, changes in the price of carbon or other inputs that affect the value of our low-carbon fuels, such as approved fuel pathways, credits, or incentives) could have a material adverse effect on the margins we receive for our low-carbon fuels.

A decrease in the demand for and consumption of our products due to lower economic activity and growth

[Table of Content](#i1595bba183964497bf0a8c7fcc6018bb_13)[s](#i1595bba183964497bf0a8c7fcc6018bb_13)

levels has caused, and could again cause, declines in our revenues and margins and could negatively impact our growth prospects and capital allocation decisions.

As these projects develop, we will face increased competition, including for feedstocks and customers, which could reduce our product margins and limit the growth and profitability of our low-carbon fuels businesses.

plans, actions related to human capital management, political activities, environmental justice, racial equity audits, and governance standards.

Such response efforts have resulted in, and could continue to result in, the implementation of certain practices and disclosures that may present a heightened level of legal and regulatory risk, or that threaten our credibility with other investors and stakeholders.

Our operations depend on the reliable supply of natural gas and electricity, which exposes us to various risks.

likely increase the intermittency and decrease the reliability of electricity supplies, particularly for grids highly dependent upon wind and solar power, which would exacerbate the foregoing challenges.

We are subject to risks arising from the potential disruption of our ability to obtain feedstocks.

If Darling’s supply is disrupted or if supply from other sources becomes limited or only available on unfavorable terms, DGD could be required to develop alternate sources of supply, and it could be required to increase its utilization of waste and renewable feedstocks that produce lower-margin products.

by market events (such as changes in fertilizer prices and rail disruptions).

We are subject to interruptions and increased costs as a result of logistical disruptions and our reliance on third-party transportation of our feedstocks and products.

than we have and may have a greater ability to bear the economic risks inherent in all phases of our industry.

For example, while we operate the DGD Plants and perform certain day-to-day

In addition, we may be required to incur additional costs in connection with any future regulation of derivative instruments applicable to us.

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

The current administration has also issued a number of related executive orders, including orders requiring agencies to review environmental actions taken by the previous administration and directing the U.S. federal government to use its scale and procurement power to achieve a number of aspirational net-zero

emissions goals, including seeking to limit or eliminate petroleum-based fuels by imposing mandates of so-called 100 percent zero-emission vehicle acquisitions, such as EVs and other alternative fuel vehicles, by 2035 and 100 percent zero-emission light-duty vehicle acquisitions by 2027.

The EPA states that its rule is projected to reduce gasoline consumption by more than 360 billion gallons by 2050, reaching a 15 percent reduction in annual U.S. gasoline consumption in 2050.

Most recently, in December 2023, the EPA announced final rules intended to sharply reduce emissions of methane and other air pollution from oil and gas operations.

Clean Fleets to take effect in California and in those states that elect to follow the California program.

For example, in September 2022, the EU passed legislation imposing a profits tax and penalty on certain fossil fuel companies.

Similar taxes and penalties have been proposed or adopted in California, such as Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, SBx 1-2), which authorizes California to set a maximum gross gasoline refining margin and a penalty for refiners that exceed it.

While the final rules did not adopt the “eRIN” provisions included in its December 2022 proposal, which would have allocated RINs from renewable electricity used to power EVs and other alternative fuel vehicles to the vehicle manufacturer, the EPA noted that it will continue to work on potential paths forward for an eRIN program.

Future RVOs, RFS changes, and small refinery exemption petition denials may also affect RIN prices.

In addition to the RFS and LCFS, we operate in multiple jurisdictions that have issued, or are considering issuing, similar low-carbon fuel regulations, policies, and standards, such as the CFR.

pathways or certifications.

Such changes could also negatively impact the plans, expectations, assumptions, and projections with respect to our low-carbon projects and our GHG emissions targets and ambition, and could have a material adverse impact on the timing of completion, project returns, and other outcomes with respect to such projects.

Such laws have imposed, and may again impose, liability on us for the conduct of third parties or for actions that complied with applicable requirements when taken, regardless of negligence or fault.

However, the ultimate outcome and impact to us of such litigation cannot be

Governments, such as the states of New York and Vermont, have also sought to establish various climate change adaptation cost recovery programs, under which “responsible parties” could bear the costs of climate mitigation investments.

Also, in November 2022, various U.S. federal agencies jointly proposed an amendment to the Federal Acquisition Regulation that would require government contractors to publicly disclose their GHG emissions, respond to a climate disclosure questionnaire, and set and disclose GHG emissions reduction goals, in each case based on or utilizing specified private third-party frameworks or standards that have not been widely adopted.

Other countries where we operate or do business, such as the U.K., have also passed laws requiring, or announced their intention to mandate, various climate disclosures and targets by companies.

As described in Note 2 of Notes to Consolidated Financial Statements, in March 2023, California adopted SBx 1-2, which imposes increased and substantial reporting requirements on our business, including

daily, weekly, monthly, and annual reporting of detailed operational and financial data on all aspects of our operations in California, much of it at the transaction level.

In October 2023, in response to Governor Newsom’s direction, the California Energy Commission (CEC) voted to start both a proceeding to evaluate whether to establish a maximum margin and associated penalty and a rulemaking process focused on rules relating to the timing of refinery turnarounds and maintenance, among other things.

While the CEC has not yet established a maximum margin, imposed a financial penalty for profits above a maximum margin, or imposed restrictions on turnaround and maintenance activities, the potential implementation of a financial penalty, maximum margin, or any restrictions or delays on our ability to undertake turnaround or maintenance activities, could adversely restrict or affect our refinery operations and limit our profitability, cause us to make changes with respect to our business plan, strategy, operations, and assets (including our current financial and accounting estimates and assumptions), and adversely affect our business, financial condition, results of operations, and liquidity.

This discussion and analysis includes the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and comparison between such years.

The discussion for the year ended December 31, [removed: 2021] [added: 2022] and comparison between the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] have been omitted from this annual report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] 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: 2022,] [added: 2023,] which was filed on February [removed: 23, 2023.][added: 22, 2024.]

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

- the effect, impact, potential duration or timing, or other implications of global geopolitical and other conflicts and [removed: tensions;][added: tensions, and government and other responses thereto;]

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

- anticipated levels of crude oil and liquid transportation fuel [removed: inventories and] [added: inventories,] storage [removed: capacity;][added: capacity, and production;]

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

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

- expectations regarding environmental, tax, and other regulatory matters, including [removed: SBx 1-2 and] the matters discussed [added: in Note 2 of Notes to Consolidated Financial Statements and] under “ITEM 3.

LEGAL [removed: PROCEEDINGS” above,] [added: PROCEEDINGS,”] the anticipated amounts and timing of payment with respect to our deferred tax liabilities, unrecognized tax benefits, matters impacting our ability to repatriate cash held by our foreign subsidiaries, and the anticipated [removed: effect] [added: or potential effects] thereof on our business, financial condition, results of operations, and liquidity;

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

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

- expectations regarding adoptions of new, or changes to [removed: existing] [added: existing, low-carbon fuel regulations, policies, and standards issued by governments across the world to address GHG emissions and the percentage of low-carbon fuels in the transportation fuel mix, including, but not limited to, the] Renewable and Low-Carbon Fuel Programs, blending and tax credits, [removed: or] efficiency [removed: standards] [added: standards, or other benefits or incentives] that impact [added: the] demand for [removed: renewable] [added: low-carbon] fuels; and

- expectations regarding our low-carbon fuels strategy, publicly announced GHG emissions reduction/displacement targets and [removed: ambitions,] [added: long-term ambition,] and our current, former, and any future low-carbon projects.

We based our forward-looking statements on our current expectations, estimates, and projections about ourselves, [added: current and potential counterparties,] our industry, and the global economy and financial markets generally.

- demand for, and supplies of, refined petroleum products (such as gasoline, diesel, jet fuel, and petrochemicals), renewable diesel, [removed: and ethanol] [added: SAF, ethanol,] and [removed: corn related] [added: corn-related] co-products;

- demand for, and supplies of, crude oil and other [removed: feedstocks;][added: feedstocks, as well as other critical supplies;]

- the effects of public health threats, pandemics, and epidemics, [removed: such as the COVID-19 pandemic and variants of the virus,] governmental and societal responses thereto, and the adverse impacts of the foregoing on our business, financial condition, results of operations, and liquidity, and the global economy and financial markets generally;

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

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

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

- the actions taken by competitors, including both pricing and adjustments to refining capacity or [removed: renewable] [added: low-carbon] fuels [removed: production] [added: production, as well as changes] in [added: the geographic markets where they operate, in] response to market conditions;

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

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

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

- [removed: earthquakes, hurricanes, tornadoes, winter] [added: severe weather events, such as] storms, [added: hurricanes,] droughts, floods, wildfires, 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, [added: SAF, ethanol,] and [removed: ethanol;][added: corn-related co-products;]

[added: - legislative or regulatory action, including the] introduction [added: or enactment] of [added: legislation or rulemakings by government authorities, environmental regulations, changes to income tax rates, introduction of] a global minimum tax, [removed: windfall] [added: profits, windfall, margin, or other] taxes or penalties, tax changes or restrictions impacting the foreign repatriation of cash, actions implemented under SBx [removed: 1-2,] [added: 1-2 and related regulation,] actions implemented under the Renewable and Low-Carbon Fuel [removed: Programs and other environmental emissions programs,] [added: Programs,] including changes to volume requirements or other obligations or exemptions under the RFS, and actions arising from the EPA’s or other government agencies’ regulations, policies, or initiatives concerning GHGs, including mandates for or bans of specific technology, which may adversely affect our [removed: business or operations;][added: business, financial condition, results of operations, and liquidity;]

- changing economic, regulatory, and political environments and related events in the various countries in which we operate or otherwise do business, including trade restrictions, expropriation or impoundment of assets, failure of foreign governments and state-owned entities to honor their contracts, property disputes, economic instability, restrictions on the transfer of funds, duties and 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, policies, and initiatives by [removed: the states, counties, cities,] [added: federal, state, local,] and other jurisdictions [removed: in the countries in which we operate or otherwise do business;][added: applicable to us;]

- the operating, financing, and distribution decisions of our joint ventures or other joint venture [removed: members] [added: members, and other consolidated VIEs,] that we do not control;

- the costs, disruption, and diversion of resources associated with lawsuits, [added: proceedings,] demands, or investigations, or campaigns and negative publicity commenced by government authorities, investors, stakeholders, or other interested parties;

Any one of these factors, or a combination of these factors, could materially affect our future [added: business, financial condition,] results of [removed: operations] [added: operations,] and [added: liquidity and] whether any forward-looking statements ultimately prove to be accurate.

The [added: following] discussions in “OVERVIEW AND OUTLOOK,” “RESULTS OF OPERATIONS,” and “LIQUIDITY AND CAPITAL RESOURCES” [removed: below] include references to financial measures that are not defined under U.S. generally accepted accounting principles (GAAP).

See the tables in note [removed: (h)] [added: (b)] beginning on page [removed: [54](#i6e1f483041e149eab65225e2f1101a35_8264)] [added: [52](#ia3a1c704b79a49cc8a57c7863570741c_6602)] for reconciliations of adjusted operating income (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: (h),] [added: (b),] we disclose the reasons why we believe our use of such non-GAAP financial measures provides useful information.

See the table on page [removed: [61](#icc611837bbc44ae8ba1d8825bda39218_0-0-15-4-355173)] [added: [59](#i8d634bb7bdad4980b729cac790b38388_0-0-15-4-496624)] for a reconciliation of capital investments attributable to Valero to its most directly comparable GAAP financial measure.

Also on page [removed: [61](#i3aa3a3fc70644ab689c3d8b42d8119c9_17109),] [added: [59](#i6559ed2279c4410ea826a0a9e0ad9908_16343),] we disclose the reasons why we believe our use of this non-GAAP financial measure provides useful information.

Our results for the year ended December 31, [removed: 2023] [added: 2024] were [removed: favorably impacted] [added: supported] by [removed: the continued strong] [added: stable] worldwide demand for petroleum-based transportation [removed: fuels, while the worldwide supply of those products remained constrained.][added: fuels.]

Our operating results for [removed: 2023,] [added: 2024,] including operating results by segment, are described in the summary on the following page, and detailed descriptions can be found [removed: below] under “RESULTS OF OPERATIONS” beginning on page [removed: [46](#i1595bba183964497bf0a8c7fcc6018bb_91).][added: [46](#i6c483f34cc394db0a1546d7a4379d72b_97).]

Our operations generated [removed: $9.2] [added: $6.7] billion of cash in [removed: 2023.][added: 2024.]

- expectations with respect to third-party refining, logistics, and low-carbon fuels projects and operations, and the effect and implications thereof on industry and market dynamics;

In addition, our focus on reliable, low-cost operations favorably impacted our results despite a weaker margin environment in 2024.

We reported $2.8 billion of net income attributable to Valero stockholders for the year ended December 31, 2024.

In addition, we reduced our outstanding debt during 2024 through the repayment of the $167 million outstanding principal balance of our 1.200 percent Senior Notes that matured in March 2024.

Expected reductions in refining capacity in 2025 should support high utilization of refining capacity.

- Crude oil differentials are expected to remain relatively stable.

However, potential sanction adjustments related to Iran, Russia, and Venezuela, the Russia-Ukraine conflict, and potential U.S. tariffs on crude imports from Canada and Mexico could result in increased volatility in the crude oil market and potentially impact crude oil differentials.

| Revenues from external customers | | | | | | $ | 123,853 | | | | | $ | 2,410 | | | | | $ | 3,618 | | | | | $ | — | | | | | $ | 129,881 | |

| Intersegment revenues | | | | | | 10 | | | | | | 2,656 | | | | | | 868 | | | | | | (3,534) | | | | | | — | | |

| Total revenues | | | | | | 123,863 | | | | | | 5,066 | | | | | | 4,486 | | | | | | (3,534) | | | | | | 129,881 | | |

| Cost of materials and other | | | | | | 112,538 | | | | | | 3,944 | | | | | | 3,558 | | | | | | (3,524) | | | | | | 116,516 | | |

| Total cost of sales | | | | | | 119,875 | | | | | | 4,559 | | | | | | 4,171 | | | | | | (3,529) | | | | | | 125,076 | | |

| Operating income by segment | | | | | | $ | 3,971 | | | | | $ | 507 | | | | | $ | 288 | | | | | $ | (1,011) | | | | | 3,755 | | |

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

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Revenues | | | | | | $ | 129,881 | | | | | $ | 144,766 | | | | | $ | (14,885) | |

| Cost of sales | | | | | | 125,076 | | | | | | 131,834 | | | | | | (6,758) | | |

| Operating income | | | | | | 3,755 | | | | | | 11,858 | | | | | | (8,103) | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Operating income | | | | | | $ | 3,971 | | | | | $ | 11,511 | | | | | $ | (7,540) | |

Refining segment operating income decreased by $7.5 billion in 2024 compared to 2023.

◦A decline in crude oil differentials had an unfavorable impact of approximately $585 million.

| | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |

(a)Under current tax law, producers of second-generation biofuels that are registered with the IRS are eligible for an income tax credit of up to $1.01 per gallon of qualified biofuel that was produced and sold in the U.S. through December 31, 2024.

The benefit of the tax credit is recognized as a reduction of the producer’s income tax expense.

In December 2024, the IRS approved our application for registration as a producer of second-generation biofuels with respect to the cellulosic ethanol produced at our ethanol plants.

As a result, income tax expense for the year ended December 31, 2024 includes a current income tax benefit of $79 million for the tax credit attributable to volumes of cellulosic ethanol produced and sold by us in the U.S. from 2020 through 2024.

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

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

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

| | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | 2023 | | |

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

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

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

- legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by government authorities, environmental regulations, changes to income tax rates,

This global supply and demand imbalance contributed to strong refining margins for 2023.

The strong demand for our products and continued strength in refining margins were the primary contributors to us reporting $8.8 billion of net income attributable to Valero stockholders for the year ended December 31, 2023.

In addition, we reduced our outstanding debt through the purchase of $199 million of our public debt in 2023.

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

- Crude oil discounts have widened, consistent with typical seasonal patterns and expected industry-wide refinery maintenance activity in the first quarter of 2024; however, continued sour crude oil production cuts by OPEC+ suppliers and the pending start-up of the Trans Mountain Pipeline expansion may dampen some of the seasonal effect.

In addition, conflict in the Middle East, including impacts on shipping routes and freight costs, could result in increased volatility in the crude oil market and potentially impact crude oil discounts.

| 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 (c) | | | | | | — | | | | | | — | | | | | | 61 | | | | | | — | | | | | | 61 | | |

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

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| Revenues | | | | | | $ | 144,766 | | | | | $ | 176,383 | | | | | $ | (31,617) | |

| Cost of sales (see notes (a) and (b)) | | | | | | 131,834 | | | | | | 159,587 | | | | | | (27,753) | | |

| Other income, net (see note (e)) | | | | | | 502 | | | | | | 179 | | | | | | 323 | | |

“Other income, net” increased by $323 million in 2023 compared to 2022 due to the items noted in the following table (in millions):

| Interest income on cash | | | | | | $ | 293 | | | | | $ | 105 | | | | | $ | 188 | |

| Net gain from early retirement of debt (see note (e)) | | | | | | 11 | | | | | | 14 | | | | | | (3) | | |

| Pension settlement charge (see note (e)) | | | | | | — | | | | | | (58) | | | | | | 58 | | |

| Equity income on joint ventures and other | | | | | | 198 | | | | | | 118 | | | | | | 80 | | |

| Other income, net | | | | | | $ | 502 | | | | | $ | 179 | | | | | $ | 323 | |

◦Higher discounts on crude oils had a favorable impact of approximately $1.1 billion.

◦Higher discounts on other feedstocks had a favorable impact of approximately $438 million.

The components of this increase, along with the reasons for the changes in those components, are outlined below.

- Renewable Diesel segment margin increased by $290 million in 2023 compared to 2022.

The increase in sales volumes was primarily due to

additional production resulting from the completion of the new DGD Port Arthur Plant that commenced operations in the fourth quarter of 2022.

- Renewable Diesel segment operating expenses (excluding depreciation and amortization expense) increased by $103 million primarily due to increased costs resulting from the new DGD Port Arthur Plant that commenced operations in the fourth quarter of 2022.

- Renewable Diesel segment depreciation and amortization expense increased by $109 million primarily due to depreciation expense associated with the new DGD Port Arthur Plant that commenced operations in the fourth quarter of 2022.

| Asset impairment loss (see note (c)) | | | | | | — | | | | | | 61 | | | | | | (61) | | |

The components of this increase in the adjusted results, along with the reasons for the changes in these components, are outlined below.

- Ethanol segment margin increased by $306 million in 2023 compared to 2022.

- Ethanol segment operating expenses (excluding depreciation and amortization expense) decreased by $110 million primarily due to lower natural gas costs.

(a)Under the RFS program, the EPA is required to set annual quotas for the volume of renewable fuels that obligated parties, such as us, must blend into petroleum-based transportation fuels consumed in the U.S. The quotas are used to determine an obligated party’s RVO.

The EPA released a final rule on June 3, 2022 that, among other things, modified the volume standards for 2020 and, for the first time, established volume standards for 2021 and 2022.

In 2020, we recognized the cost of the RVO using the 2020 quotas set by the EPA at that time, and in 2021 and the three months ended March 31, 2022, we recognized the cost of the RVO using our estimates of the quotas.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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 20 of Notes to Consolidated Financial Statements for notional volumes associated with these derivative contracts as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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.

A 10 percent increase or decrease in our floating interest rates would not have a material effect [removed: to] [added: on] our results of operations.

| | | | December [removed: 31, 2023] [added: 31, 2023] (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | [removed: 2026] [added: 2028] | | | | | | [removed: 2027] [added: 2029] | | | | | | There- after | | | | | | Total | | | | | | Fair Value | | |

| Average interest rate | | | [removed: —] [added: 3.2] | | % | | | | [removed: 1.2] [added: 4.2] | | % | | | | [removed: 3.2] [added: 2.2] | | % | | | | [removed: 4.2] [added: 4.4] | | % | | | | [removed: 2.2] [added: 4.0] | | % | | | | [removed: 5.3] [added: 5.6] | | % | | | | [removed: 4.8] [added: 4.9] | | % | | | | | | |

| Floating rate | | | $ | [removed: 861] [added: 58] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 861] [added: 58] | | | | | $ | [removed: 861] [added: 58] | |

| Average interest rate | | | [removed: 7.1] [added: 8.4] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 7.1] [added: 8.4] | | % | | | | | | |

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the fair value of our foreign currency contracts was not material.

| | | | December 31, 2024 (a) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | $ | 441 | | | | | $ | 672 | | | | | $ | 564 | | | | | $ | 1,047 | | | | | $ | 439 | | | | | $ | 4,935 | | | | | $ | 8,098 | | | | | $ | 7,718 | |

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

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

*Bay Area Air [added: District (BAAD)* (formerly known as Bay Area Air] Quality Management [removed: District (BAAQMD)*] [added: District)] (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,] 2023, we reported that (i) we had received a Notice of Violation (NOV) from the [removed: BAAQMD] [added: BAAD] on March 21, 2019 related to atmospheric emissions of hydrogen commingled with non-methane organic compounds at our Benicia Refinery (the 2019 Atmospheric Emissions NOV), (ii) on December 1, 2020, we had received an NOV from the [removed: BAAQMD] [added: BAAD] related to pressure relief devices in the Benicia Refinery’s Hydrogen Unit (the 2020 Pressure Relief Device NOV), and (iii) on June 17, 2021, October 11, 2021, and January 26, 2022, we had received certain other compliance-related NOVs related to the 2019 Atmospheric Emissions NOV and the 2020 Pressure Relief Device NOV.

[removed: *BAAQMD*] [added: *BAAD*] (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: June 30,] [added: December 31,] 2023, we reported that on May 1, 2023, the [removed: BAAQMD] [added: BAAD] issued a compliance-related NOV to our Benicia Refinery related to a pressure relief device.

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,] 2023, we reported that we were in the process of working with the [removed: BAAQMD] [added: BAAD] to resolve several other NOVs issued by the [removed: BAAQMD] [added: BAAD] to our Benicia Refinery in [removed: 2020] [added: 2019] and [removed: 2019,] [added: 2020,] which primarily relate to various emissions and related compliance issues.

In our annual report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] 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.

We resolved the 2019 Atmospheric Emissions NOV, the 2020 Pressure Relief Device NOV, and the related 2021 and 2022 NOVs discussed above with the BAAD in the fourth quarter of 2024.

We resolved this NOV in the fourth quarter of 2024, along with the 2019 Atmospheric Emissions NOV and the 2020 Pressure Relief Device NOV discussed above.

*BAAD* (Benicia Refinery).

We continue to work with the BAAD to resolve these matters; however, the 2019 and 2020 NOVs discussed above have now been determined to be below the $1 million materiality threshold.

*BAAD* (Benicia Refinery).

In our quarterly report on Form 10-Q for the quarter ended June 30, 2024, we reported that on May 29, 2024, we received an NOV from the BAAD related to leak detection and repair violations at our Benicia Refinery.

We resolved the majority of the violations in this NOV in the fourth quarter of 2024, along with the 2019 Atmospheric Emissions NOV and the 2020 Pressure Relief Device NOV discussed above.

As a result, this NOV no longer meets the $1 million materiality threshold.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

This suit was filed on July 19, 2019, and we continue to work with the Texas AG to resolve this matter.

We are continuing to work with the BAAQMD to resolve these matters.

We are continuing to work with the BAAQMD to resolve this matter.

We are working with the Texas AG to resolve this matter.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

][added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/1035002/000103500225000005/vlo-20241231_g1.jpg)]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company,”] [added: company”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately [removed: $41.4] [added: $50.2] billion based on the last sales price quoted as of June [removed: 30, 2023] [added: 28, 2024] on the New York Stock Exchange, the last business day of the registrant’s most recently completed second fiscal quarter.

As of February [removed: 16, 2024, 332,481,908] [added: 21, 2025, 314,977,519] 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 May [removed: 15, 2024,] [added: 6, 2025,] at which directors will be elected.

Portions of the [removed: 2024] [added: 2025] Proxy Statement are incorporated by reference in PART III of this Form 10-K and are deemed to be a part of this report.

| [Items 1. and [removed: 2.](#i1595bba183964497bf0a8c7fcc6018bb_22)] [added: 2.](#i6c483f34cc394db0a1546d7a4379d72b_19)] | | | [Business and [removed: Properties](#i1595bba183964497bf0a8c7fcc6018bb_22)] [added: Properties](#i6c483f34cc394db0a1546d7a4379d72b_19)] | | | [removed: [1](#i1595bba183964497bf0a8c7fcc6018bb_22)] [added: [1](#i6c483f34cc394db0a1546d7a4379d72b_19)] | | |

| | | | [Our [removed: Business](#i1595bba183964497bf0a8c7fcc6018bb_25)] [added: Business](#i6c483f34cc394db0a1546d7a4379d72b_22)] | | | [removed: [1](#i1595bba183964497bf0a8c7fcc6018bb_25)] [added: [1](#i6c483f34cc394db0a1546d7a4379d72b_22)] | | |

| | | | [Our Comprehensive Liquid Fuels [removed: Strategy](#i1595bba183964497bf0a8c7fcc6018bb_28)] [added: Strategy](#i6c483f34cc394db0a1546d7a4379d72b_25)] | | | [removed: [1](#i1595bba183964497bf0a8c7fcc6018bb_28)] [added: [1](#i6c483f34cc394db0a1546d7a4379d72b_25)] | | |

| | | | [Environmental Management [removed: Systems](#i1595bba183964497bf0a8c7fcc6018bb_31)] [added: Systems](#i6c483f34cc394db0a1546d7a4379d72b_28)] | | | [removed: [5](#i1595bba183964497bf0a8c7fcc6018bb_31)] [added: [6](#i6c483f34cc394db0a1546d7a4379d72b_28)] | | |

| | | | [Our [removed: Operations](#i1595bba183964497bf0a8c7fcc6018bb_34)] [added: Operations](#i6c483f34cc394db0a1546d7a4379d72b_31)] | | | [removed: [6](#i1595bba183964497bf0a8c7fcc6018bb_34)] [added: [6](#i6c483f34cc394db0a1546d7a4379d72b_31)] | | |

| | | | [Government [removed: Regulations](#i1595bba183964497bf0a8c7fcc6018bb_37)] [added: Regulations](#i6c483f34cc394db0a1546d7a4379d72b_34)] | | | [removed: [13](#i1595bba183964497bf0a8c7fcc6018bb_37)] [added: [13](#i6c483f34cc394db0a1546d7a4379d72b_34)] | | |

| | | | [Human [removed: Capital](#i1595bba183964497bf0a8c7fcc6018bb_40)] [added: Capital](#i6c483f34cc394db0a1546d7a4379d72b_37)] | | | [removed: [14](#i1595bba183964497bf0a8c7fcc6018bb_40)] [added: [13](#i6c483f34cc394db0a1546d7a4379d72b_37)] | | |

| | | | [Available [removed: Information](#i1595bba183964497bf0a8c7fcc6018bb_46)] [added: Information](#i6c483f34cc394db0a1546d7a4379d72b_43)] | | | [removed: [17](#i1595bba183964497bf0a8c7fcc6018bb_46)] [added: [16](#i6c483f34cc394db0a1546d7a4379d72b_43)] | | |

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| [Item [removed: 15.](#i1595bba183964497bf0a8c7fcc6018bb_238)] [added: 15.](#i6c483f34cc394db0a1546d7a4379d72b_256)] | | | [Exhibits and Financial Statement [removed: Schedules](#i1595bba183964497bf0a8c7fcc6018bb_238)] [added: Schedules](#i6c483f34cc394db0a1546d7a4379d72b_256)] | | | [removed: [144](#i1595bba183964497bf0a8c7fcc6018bb_238)] [added: [142](#i6c483f34cc394db0a1546d7a4379d72b_256)] | | |

| [Item [removed: 16.](#i1595bba183964497bf0a8c7fcc6018bb_241)] [added: 16.](#i6c483f34cc394db0a1546d7a4379d72b_259)] | | | [Form 10-K [removed: Summary](#i1595bba183964497bf0a8c7fcc6018bb_241)] [added: Summary](#i6c483f34cc394db0a1546d7a4379d72b_259)] | | | [removed: [147](#i1595bba183964497bf0a8c7fcc6018bb_241)] [added: [145](#i6c483f34cc394db0a1546d7a4379d72b_259)] | | |

You should read our forward-looking statements together with our disclosures beginning on page [removed: [39](#i1595bba183964497bf0a8c7fcc6018bb_76)] [added: [39](#i6c483f34cc394db0a1546d7a4379d72b_82)] 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: [77](#i1595bba183964497bf0a8c7fcc6018bb_148),] [added: [75](#i6c483f34cc394db0a1546d7a4379d72b_154),] under “ITEM 8.

We are a joint venture member in DGD1, which [removed: owns] [added: produces low-carbon fuels at] two [removed: renewable diesel] plants located in the Gulf Coast region of the U.S. with a combined production capacity of approximately 1.2 billion gallons per [removed: year, and we own 12 ethanol plants located in the Mid-Continent region of the U.S. with a combined production capacity of approximately 1.6 billion gallons per] year.

We 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 [removed: Diesel*,”] [added: Diesel*”] and “*—Ethanol*.” These businesses have made us the world’s largest producer of low-carbon transportation fuels and have helped governments across the world [removed: achieve] [added: in achieving] their greenhouse gas (GHG) emissions reduction targets, and we continue to seek low-carbon fuel opportunities.

| [PART I](#i6c483f34cc394db0a1546d7a4379d72b_16) | | | | | | [1](#i6c483f34cc394db0a1546d7a4379d72b_16) | | |

| | | | [Properties](#i6c483f34cc394db0a1546d7a4379d72b_40) | | | [16](#i6c483f34cc394db0a1546d7a4379d72b_40) | | |

| [PART II](#i6c483f34cc394db0a1546d7a4379d72b_67) | | | | | | [37](#i6c483f34cc394db0a1546d7a4379d72b_67) | | |

| [PART III](#i6c483f34cc394db0a1546d7a4379d72b_235) | | | | | | [140](#i6c483f34cc394db0a1546d7a4379d72b_235) | | |

| [PART IV](#i6c483f34cc394db0a1546d7a4379d72b_253) | | | | | | [142](#i6c483f34cc394db0a1546d7a4379d72b_253) | | |

| [Signature](#i6c483f34cc394db0a1546d7a4379d72b_262) | | | | | | [146](#i6c483f34cc394db0a1546d7a4379d72b_262) | | |

We also own 12 ethanol plants located in the Mid-Continent region of the U.S. with a combined production capacity of approximately 1.7 billion gallons per year.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

U.K. Renewable Transport Fuel Obligation (RTFO) Program

Established in 2008 under the U.K. Energy Act of 2004, the RTFO program is the U.K.’s primary policy to reduce GHG emissions from transportation fuels by promoting the use of low-carbon fuels.

Under the RTFO program, suppliers of relevant transportation fuels that are produced or imported into the U.K. are obligated to blend a minimum specified percentage of qualifying low-carbon fuels into petroleum-based transportation fuels annually.

Obligated suppliers can satisfy their obligation by redeeming Renewable Transport Fuel Certificates (RTFCs), either generated by the supplier (through blending low-carbon fuels) or purchased from low-carbon fuel suppliers, or by paying a predetermined amount for each RTFC they choose to buy-out of their obligation.

The RTFO program has two components, the main obligation and the development fuel obligation target.

The main obligation can be satisfied through the supply of established low-carbon fuels, such as biofuels, while the development fuel obligation target can be satisfied through the supply of advanced low-carbon fuels, such as complex waste fuels or low-carbon fuels of non-biological origin.

As a supplier of gasoline and diesel in the U.K., our Refining segment is subject to the U.K.’s RTFO program described above and thus must blend qualifying low-carbon fuels or purchase RTFCs to satisfy our annual obligation.

As previously noted, fuels produced by our Renewable Diesel segment have lower CI scores than traditional petroleum-based transportation fuels, and we benefit from the increased demand for these low-carbon products as a result of the U.K.’s RTFO program.

In addition, Section 40(b) of the Code provided an income tax credit to registered producers of second-generation biofuels that were produced and sold in the U.S. for use in a fuel mixture.

In December 2024, the Internal Revenue Service (IRS) approved our application for registration as a producer of second-generation biofuels with respect to the cellulosic ethanol produced at our ethanol plants.

Therefore, cellulosic ethanol produced and sold by our Ethanol segment qualified for this non-refundable income tax credit of $1.01 per gallon.

The tax credits provided under Sections 6426 and 40(b) expired on December 31, 2024.

Tax credits may be claimed under Section 45Z for the qualifying sale of certain low-carbon transportation fuels (such as biodiesel, renewable diesel, and alternative fuels, including neat sustainable aviation fuel

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

(SAF)2) that were produced in the U.S. The amount of credit allowable varies based on the emissions rate for the specific fuel pathway and production process and on whether the facility at which the fuel is produced meets prevailing wage and apprenticeship requirements.

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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, including the price of feedstocks and the market price at which we can sell our products*,”—“*Industry, market, and other developments could decrease the demand for our products*,”—“*We are subject to risks related to the costs and availability of our feedstocks and other critical supplies*,”—“*Our investments in*

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

producing neat SAF in the fourth quarter of 2024.

Neat SAF is a renewable blending component that, under current aviation regulations, can be blended up to 50 percent with conventional jet fuel to produce SAF for use in an aircraft.

The SAF project at the DGD Port Arthur Plant commenced operations in the fourth quarter of 2024.

The project provides the plant the optionality to upgrade approximately 50 percent of its renewable diesel annual production capacity to neat SAF.

DGD distributes its neat SAF via ship and barge to domestic markets.

In 2025, DGD expects to also distribute neat SAF via ship and barge to international markets.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

| | | | | | | Charles City | | | | | | 165 | | | | | | 434,000 | | | | | | 57 | | |

| [PART I](#i1595bba183964497bf0a8c7fcc6018bb_19) | | | | | | [1](#i1595bba183964497bf0a8c7fcc6018bb_19) | | |

| | | | [Properties](#i1595bba183964497bf0a8c7fcc6018bb_43) | | | [17](#i1595bba183964497bf0a8c7fcc6018bb_43) | | |

| [PART II](#i1595bba183964497bf0a8c7fcc6018bb_64) | | | | | | [37](#i1595bba183964497bf0a8c7fcc6018bb_64) | | |

| [PART III](#i1595bba183964497bf0a8c7fcc6018bb_229) | | | | | | [142](#i1595bba183964497bf0a8c7fcc6018bb_229) | | |

| [PART IV](#i1595bba183964497bf0a8c7fcc6018bb_235) | | | | | | [144](#i1595bba183964497bf0a8c7fcc6018bb_235) | | |

| [Signature](#i1595bba183964497bf0a8c7fcc6018bb_244) | | | | | | [148](#i1595bba183964497bf0a8c7fcc6018bb_244) | | |

[Table of Content](#i1595bba183964497bf0a8c7fcc6018bb_13)[s](#i1595bba183964497bf0a8c7fcc6018bb_13)

We believe that our ability to supply these low-carbon fuels can play an important role in helping achieve GHG emissions reduction targets in a reliable manner.

We completed the expansion of DGD’s first renewable diesel plant in 2021 and, in the fourth quarter of 2022, we completed construction of DGD’s second renewable diesel plant.

The project remains on schedule with completion expected in the first quarter of 2025 for a total cost of $315 million, with half of

the cost attributable to us.

With the completion of this project, DGD is expected to become one of the largest manufacturers of SAF 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.

We previously announced our participation in a then-proposed large-scale carbon capture and sequestration pipeline system with Navigator Energy Services (Navigator) in the Mid-Continent region of the U.S. that was expected to capture, transport, and store carbon dioxide that results from the ethanol manufacturing process at our eight ethanol plants located in Iowa, Minnesota, Nebraska, and South Dakota.

In October 2023, Navigator announced that it decided to cancel this project.

Risks related to regulatory issues and physical threats to our refineries and plants are among those assessed as we implement CTEMS.

Built on the success of FMS, our Low Carbon Assurance Program

________________________

Explorer Pipeline, and via ship and barge.

The refinery’s new coker was completed in the second quarter of 2023.

DGD began an expansion of the DGD St. Charles Plant in 2019 and operations commenced in the fourth quarter of 2021.

This expansion increased the DGD St. Charles Plant’s renewable diesel production capacity by approximately 410 million gallons per year, which, at that time, brought DGD’s renewable diesel production capacity to approximately 700 million gallons per year, and provided DGD with the ability to produce approximately 30 million gallons per year of renewable naphtha.

| | | | | | | Linden | | | | | | 135 | | | | | | 355,000 | | | | | | 47 | | |

| Nebraska | | | | | | Albion | | | | | | 135 | | | | | | 355,000 | | | | | | 47 | | |

| Total | | | | | | | | | | | | 1,585 | | | | | | 4,167,000 | | | | | | 553 | | |

(a)This plant was previously configured to produce a higher-grade ethanol product, as opposed to fuel-grade ethanol, and its production capacity was approximately 55 million gallons per year of ethanol.

During the third quarter of 2023, the plant resumed production of fuel-grade ethanol.

Ethanol is

| U.S. | | | | | | 8,239 | | |

| Canada | | | | | | 657 | | |

| Total | | | | | | 9,908 | | |

and advantages for our success.

To this end, we are committed to equal employment opportunity and, as a federal contractor, are committed to engaging in effective outreach and recruitment.

Our outreach and recruiting efforts include analyzing and broadening where we recruit and the business partnerships we foster, and ensuring our recruiting teams are trained on objective hiring, along with the importance of hiring candidates who add to our team culture.

From our intern program to our board of directors (Board), and at all levels in between, we strive to build dynamic and engaged teams.

We evaluate the effectiveness of our outreach, recruiting, and retention efforts, in part, by reviewing the demographics of our intern program and of our existing employee population each year, in accordance with our obligations as a federal contractor.

Our intern class of 2023 was 39 percent female while 47 percent represented a racial or ethnic minority.

Of our total employees as of December 31, 2023, approximately 30 percent of our global professional employees were female, 10 percent of our global hourly employees were female, and 19 percent of total global employees were female.

Approximately 38 percent of our U.S. employees represent racial or ethnic minorities.

Additionally, seven of our 12 current Board members are either female and/or a racial or ethnic minority.

Additionally, our control environment and internal audit process [added: are designed to] bring a systematic, disciplined approach to evaluate our risk management, control, and governance processes concerning cybersecurity and our information security framework.

We have a cybersecurity Incident Response Plan (IRP) that sets forth a process [added: designed] to [removed: obtain] [added: effectively respond to an incident by obtaining] information, [removed: coordinate] [added: coordinating] activities, [removed: assess] [added: assessing] results, and [removed: communicate] [added: communicating] applicable developments to our [added: stakeholders, including] employees, law enforcement, other external parties and agencies, and our Board.

Specific [removed: incident response] [added: technical and legal] playbooks have also been [removed: prepared] [added: developed] for data breaches, malware, unauthorized remote access, and [removed: ransomware, which include applicable legal protocols.][added: ransomware.]

Typically, we (i) perform periodic tabletop exercises with a company-wide cross-functional team that [removed: is] [added: are] facilitated by a third-party expert and [removed: is] [added: are] intended to simulate a real-life security incident, (ii) conduct penetration testing as needed and annually conduct Payment Card Industry Data Security Standard testing and firewall reviews, and have periodically engaged a third-party expert to help therewith, (iii) hold annual cybersecurity awareness trainings, and (iv) periodically engage a third-party expert to conduct a review of our information security framework, which [removed: helps] [added: is designed] to [added: help] identify existing and emerging risks, and mitigate against such risks.

These internal efforts and external third-party reviews also support our [removed: ability] [added: efforts] to regularly assess our information security program and framework against emerging risks, market and industry developments and provide opportunities to make adjustments or enhancements when deemed prudent or necessary.

RISK FACTORS—Cybersecurity and Privacy Related Risks—*We are subject to risks arising from a significant breach of our information [removed: systems.*”][added: systems*.”]

Our information services team is led by our Vice [removed: President Information] [added: President-Information] Services [removed: &] [added: and] Technology, who also chairs the Infosec Oversight Committee and has approximately 25 years of experience in the information technology industry.

Collectively, the members of our Infosec Committee, Infosec Oversight Committee, and Executive Steering Committee have decades of experience within the information technology [added: industry] and/or cybersecurity areas.

On a monthly basis, our Vice [removed: President Information] [added: President-Information] Services [removed: &] [added: and] Technology provides executive management with an Information Security Scorecard, which includes any cybersecurity events that have occurred.

In 2024, we established a company-wide cross-functional team to preliminarily assess the risks and opportunities from conventional and generative AI and will continue these assessments in 2025.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Table of Content](#i1595bba183964497bf0a8c7fcc6018bb_13)[s](#i1595bba183964497bf0a8c7fcc6018bb_13)

| Name | | | | | | Current Position | | | | | | [removed: Officer Beginning] | | | | | | Age as of December 31, [removed: 2023] [added: 2024] | | |

| R. Lane Riggs | | | | | | [added: Chairman of the Board,] Chief Executive Officer and President | | | | | | [removed: 2011] | | | | | | [removed: 58] [added: 59] | | |

| Jason W. Fraser | | | | | | Executive Vice President and Chief Financial Officer | | | | | | [removed: 2015] | | | | | | [removed: 55] [added: 56] | | |

| Gary K. Simmons | | | | | | Executive Vice President and Chief Operating Officer | | | | | | [removed: 2011] | | | | | | [removed: 59] [added: 60] | | |

| Richard J. Walsh | | | | | | [removed: Senior] [added: Executive] Vice [removed: President,] [added: President and] General Counsel [removed: and Secretary] | | | | | | [removed: 2016] | | | | | | [removed: 58] [added: 59] | | |

Mr. Riggs was elected [added: to the additional position of Chairman of the Board as of the close of business on December 31, 2024, and was elected] Chief Executive Officer and President, and as a member of our Board effective as of the close of business on June 30, 2023.

Prior to that he served as Executive Vice President and General Counsel [removed: effective] [added: (beginning] January 1, [removed: 2019.][added: 2019).]

[removed: Mr. Walsh was elected] [added: He previously served as] Senior Vice President, General Counsel and Secretary, [removed: effective] [added: (beginning] April 22, [removed: 2021,] [added: 2021),] and prior to that [removed: was elected] [added: he served] as Senior Vice President and General Counsel [removed: effective] [added: (beginning] July 15, [removed: 2020.][added: 2020).]

Under our bylaws, our officers are elected annually by our Board, and hold such office until their successor has been chosen and qualified, or their earlier death, resignation, or removal.

| Eric A. Fisher | | | | | | Senior Vice President Product Supply, Trading and Wholesale | | | | | | | | | | | | 56 | | |

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Mr. Walsh was elected Executive Vice President and General Counsel on October 29, 2024.

Mr. Fisher was elected Senior Vice President Product Supply, Trading and Wholesale on July 20, 2023.

He previously served as Senior Vice President Wholesale Marketing & International Commercial Operations from 2017 to 2023.

In his current role, Mr. Fisher has responsibility for our product supply and trading, global wholesale marketing, and the specialty products marketing business.

He joined Valero in 1997 and has held many leadership positions within the Company, including President-Europe, Vice President-Investor and Corporate Communications, and Vice President-Investor Relations, and Marketing and Strategic Planning.

[Ta](#i6c483f34cc394db0a1546d7a4379d72b_10)[ble](#i6c483f34cc394db0a1546d7a4379d72b_10) [o](#i6c483f34cc394db0a1546d7a4379d72b_10)[f](#i6c483f34cc394db0a1546d7a4379d72b_10) [](#i6c483f34cc394db0a1546d7a4379d72b_10)[Conten](#i6c483f34cc394db0a1546d7a4379d72b_10)[t](#i6c483f34cc394db0a1546d7a4379d72b_10)[s](#i6c483f34cc394db0a1546d7a4379d72b_10)

[Table of Content](#i1595bba183964497bf0a8c7fcc6018bb_13)[s](#i1595bba183964497bf0a8c7fcc6018bb_13)

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 4,414] [added: 4,196] 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: 2023.][added: 2024.]

(a)The shares reported in this column include [removed: 127,709] [added: 101,602] shares related to our purchases of shares from [added: participants in] our [removed: employees (including former employees) and non-employee directors] [added: stock-based compensation plans] in connection with the [removed: exercise of stock options, the] vesting of restricted [removed: stock,] [added: stock] and other stock compensation transactions in accordance with the terms of our stock-based compensation plans.

(c)On February [removed: 23, 2023,] [added: 22, 2024,] we announced that our Board authorized us to purchase shares of our outstanding common stock for a total cost of up to $2.5 billion with no expiration [removed: date, and we completed all authorized share purchases under that program during the fourth quarter of 2023.][added: date (the February 2024 Program).]

On [removed: September 15, 2023,] [added: October 29, 2024,] we announced that our Board authorized us to purchase shares of our outstanding common stock for a total cost of up to $2.5 billion with no expiration date (the September [removed: 2023 Program).][added: 2024 Program), which is in addition to the amount remaining under the February 2024 Program.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $2.2] [added: $1.8] billion remaining available for purchase under the [removed: September 2023] [added: February 2024] Program.

The following line graph compares the cumulative total return4 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: 2018] [added: 2019] and ending December 31, [removed: 2023.][added: 2024.]

Among Valero, the S&P 500 Index, [removed: Old Peer Group,] and [removed: New] Peer Group

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

4 Assumes that an investment in Valero common stock, the S&P 500 index, [removed: our old peer group,] and our [removed: new] peer group was $100 on December 31, [removed: 2018.][added: 2019.]

Cumulative total return is based on share price appreciation plus reinvestment of dividends from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023.][added: 2024.]

| October 2024 | | | | | | 216,412 | | | | | | $ | 129.98 | | | | | | | | | | | 139,400 | | | | | | $4.6 billion | | |

| November 2024 | | | | | | 373,161 | | | | | | $ | 138.48 | | | | | | | | | | | 349,308 | | | | | | $4.5 billion | | |

| December 2024 | | | | | | 1,471,278 | | | | | | $ | 125.00 | | | | | | | | | | | 1,470,541 | | | | | | $4.3 billion | | |

| Total | | | | | | 2,060,851 | | | | | | $ | 127.96 | | | | | | | | | | | 1,959,249 | | | | | | $4.3 billion | | |

This authorization was granted on September 19, 2024.

| Valero common stock | | | $ | 100.00 | | | | | $ | 64.40 | | | | | $ | 90.37 | | | | | $ | 158.16 | | | | | $ | 167.46 | | | | | $ | 162.57 | |

| S&P 500 Index | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Peer Group | | | 100.00 | | | | | | 65.76 | | | | | | 100.91 | | | | | | 168.89 | | | | | | 182.93 | | | | | | 166.54 | | |

| October 2023 | | | | | | 611,778 | | | | | | $ | 124.20 | | | | | | | | | | | 559,399 | | | | | | $3.1 billion | | |

| November 2023 | | | | | | 1,561,401 | | | | | | $ | 124.24 | | | | | | | | | | | 1,487,134 | | | | | | $2.9 billion | | |

| December 2023 | | | | | | 5,324,131 | | | | | | $ | 128.92 | | | | | | | | | | | 5,323,068 | | | | | | $2.2 billion | | |

| Total | | | | | | 7,497,310 | | | | | | $ | 127.56 | | | | | | | | | | | 7,369,601 | | | | | | $2.2 billion | | |

On February 22, 2024, our Board authorized us to purchase shares of our outstanding common stock for a total cost of up to $2.5 billion with no expiration date, which is in addition to the amount remaining under the September 2023 Program.

LyondellBasell Industries N.V. was added to the prior year’s peer group because of its similarities to us in size, complexity, and exposure to commodity pricing volatility for both its products and feedstocks.

LyondellBasell Industries N.V. also helps to balance the full portfolio of peers by helping ensure accountability of performance both within the core downstream segment of the oil and gas industry, and also in adjacent segments that face similar challenges and opportunities.

| Valero common stock | | | $ | 100.00 | | | | | $ | 130.36 | | | | | $ | 83.95 | | | | | $ | 117.80 | | | | | $ | 206.18 | | | | | $ | 218.29 | |

| S&P 500 Index | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Old Peer Group | | | 100.00 | | | | | | 103.43 | | | | | | 63.56 | | | | | | 103.27 | | | | | | 180.60 | | | | | | 194.27 | | |

| New Peer Group | | | 100.00 | | | | | | 105.09 | | | | | | 69.11 | | | | | | 106.04 | | | | | | 177.48 | | | | | | 192.24 | | |

Our management evaluated the effectiveness of Valero’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Management believes that as of December 31, [removed: 2023,] [added: 2024,] 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: [70](#i1595bba183964497bf0a8c7fcc6018bb_127)] [added: [68](#i6c483f34cc394db0a1546d7a4379d72b_133)] of this report.

We have audited the accompanying consolidated balance sheets of Valero Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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, 2024] [added: 26, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Note 15 to the consolidated financial statements, as of December 31, [removed: 2023,] [added: 2024,] the Company has gross unrecognized tax benefits, excluding related interest and penalties, of [removed: $186] [added: $316] million.

[added: |] February [added: 2024 Program | | | | | | February] 22, 2024 [added: | | | | | | 2,500 | | | | | | n/a | | | | | | 1,828 | | |]

We have audited Valero Energy Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 22, 2024] [added: 26, 2025] expressed an unqualified opinion on those consolidated financial statements.

| | | | [added: 2024] | | | [added: | | |] 2023 | | | | | | 2022 | | | [added: | | |]

| Cash and cash equivalents | | | | | | $ | [removed: 5,424] [added: 4,657] | | | | | $ | [removed: 4,862] [added: 5,424] | |

| Receivables, net | | | | | | [removed: 12,525] [added: 10,708] | | | | | | [removed: 11,919] [added: 12,525] | | |

| Inventories | | | | | | [removed: 7,583] [added: 7,761] | | | | | | [removed: 6,752] [added: 7,583] | | |

| Prepaid expenses and other | | | | | | [removed: 689] [added: 611] | | | | | | [removed: 600] [added: 689] | | |

| Total current assets | | | | | | [removed: 26,221] [added: 23,737] | | | | | | [removed: 24,133] [added: 26,221] | | |

| Property, plant, and equipment, at cost | | | | | | [removed: 51,668] [added: 52,368] | | | | | | [removed: 50,576] [added: 51,668] | | |

| Accumulated depreciation | | | | | | [removed: (21,459)] [added: (23,054)] | | | | | | [removed: (19,598)] [added: (21,459)] | | |

| Property, plant, and equipment, net | | | | | | [removed: 30,209] [added: 29,314] | | | | | | [removed: 30,978] [added: 30,209] | | |

| Deferred charges and other assets, net | | | | | | [removed: 6,626] [added: 7,092] | | | | | | [removed: 5,871] [added: 6,626] | | |

| Total assets | | | | | | $ | [removed: 63,056] [added: 60,143] | | | | | $ | [removed: 60,982] [added: 63,056] | |

| Current portion of debt and finance lease obligations | | | | | | $ | [removed: 1,406] [added: 743] | | | | | $ | [removed: 1,109] [added: 1,406] | |

| Accounts payable | | | | | | [removed: 12,567] [added: 12,092] | | | | | | [removed: 12,728] [added: 12,567] | | |

| Accrued expenses | | | | | | [removed: 1,240] [added: 1,130] | | | | | | [removed: 1,215] [added: 1,240] | | |

| Taxes other than income taxes payable | | | | | | [removed: 1,452] [added: 1,360] | | | | | | [removed: 1,568] [added: 1,452] | | |

| Income taxes payable | | | | | | [removed: 137] [added: 170] | | | | | | [removed: 841] [added: 137] | | |

| Total current liabilities | | | | | | [removed: 16,802] [added: 15,495] | | | | | | [removed: 17,461] [added: 16,802] | | |

| Debt and finance lease obligations, less current portion | | | | | | [removed: 10,118] [added: 9,720] | | | | | | [removed: 10,526] [added: 10,118] | | |

| Deferred income tax liabilities | | | | | | [removed: 5,349] [added: 5,267] | | | | | | [removed: 5,217] [added: 5,349] | | |

| Other long-term liabilities | | | | | | [removed: 2,263] [added: 2,140] | | | | | | [removed: 2,310] [added: 2,263] | | |

| Additional paid-in capital | | | | | | [removed: 6,901] [added: 6,939] | | | | | | [removed: 6,863] [added: 6,901] | | |

| Treasury stock, at cost; [removed: 340,199,677] [added: 358,637,890] and [removed: 301,372,958] [added: 340,199,677] common shares | | | | | | [removed: (25,322)] [added: (28,178)] | | | | | | [removed: (20,197)] [added: (25,322)] | | |

| Retained earnings | | | | | | [removed: 45,630] [added: 47,016] | | | | | | [removed: 38,247] [added: 45,630] | | |

| Accumulated other comprehensive loss | | | | | | [removed: (870)] [added: (1,272)] | | | | | | [removed: (1,359)] [added: (870)] | | |

| Total Valero Energy Corporation stockholders’ equity | | | | | | [removed: 26,346] [added: 24,512] | | | | | | [removed: 23,561] [added: 26,346] | | |

| Noncontrolling interests | | | | | | [removed: 2,178] [added: 3,009] | | | | | | [removed: 1,907] [added: 2,178] | | |

| Total equity | | | | | | [removed: 28,524] [added: 27,521] | | | | | | [removed: 25,468] [added: 28,524] | | |

| Total liabilities and equity | | | | | | $ | [removed: 63,056] [added: 60,143] | | | | | $ | [removed: 60,982] [added: 63,056] | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | [removed: | | |]

February 26, 2025

February 26, 2025

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,770 | | | | | | — | | | | | | 2,770 | | | | | | 236 | | | | | | 3,006 | | |

| Purchases of common stock for treasury | | | — | | | | | | — | | | | | | (2,908) | | | | | | — | | | | | | — | | | | | | (2,908) | | | | | | — | | | | | | (2,908) | | |

| Conversion of IEnova Revolver debt to equity (see Notes 9 and 12) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 732 | | | | | | 732 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (402) | | | | | | (402) | | | | | | (45) | | | | | | (447) | | |

| Balance as of December 31, 2024 | | | $ | 7 | | | | | $ | 6,939 | | | | | $ | (28,178) | | | | | $ | 47,016 | | | | | $ | (1,272) | | | | | $ | 24,512 | | | | | $ | 3,009 | | | | | $ | 27,521 | |

| Payment of excise tax on purchases of common stock for treasury | | | | | | (49) | | | | | | — | | | | | | — | | |

(a)Restricted cash is included in prepaid expenses and other in our consolidated balance sheets.

We also own 12 ethanol plants located in the Mid-Continent region of the U.S. with a combined production capacity of approximately 1.7 billion gallons per year.

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

Estimates are adjusted as additional

To the degree that we are unable to blend

Accounting Pronouncements Recently Adopted

We adopted this ASU effective January 1, 2025 and it did not affect our financial position or our results of operations, but will result in additional annual disclosures.

ASU 2024-03

In November 2024, the FASB issued ASU 2024-03, *Income Statement Reporting—Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, to improve interim and annual disclosures about a public business entity’s expenses by requiring more detailed information in the notes to the financial statements about certain expense categories, including purchases of inventory, employee compensation, depreciation, amortization, and selling expenses.

In recent years, the State of California has adopted legislation that has subjected our refining and marketing operations to potential increased operational restrictions and new reporting requirements.

Significant legislation that has impacted or could impact our operations includes, but is not limited to, the following:

- In May 2024, the CEC issued resolutions adopting emergency regulations implementing new and expanded refining margin, refinery maintenance, and marine import reporting requirements, all of which became effective in June 2024.

- In October 2024, California adopted Assembly Bill No. 1 (ABx 2-1), which among other things, (i) authorizes the CEC to require that refiners maintain minimum levels of inventories of refined transportation fuels, including any feedstocks and blending components for those fuels, and (ii) provides certain requirements for CEC regulations governing the timing of refinery turnarounds and maintenance under existing SBx 1-2 authority, including that the refiner first make resupply plans or other arrangements to the satisfaction of the CEC’s executive director.

possible to predict the ultimate effects of these matters and developments on our financial position, results of operations, and liquidity.

Consequently, we have continued to evaluate strategic alternatives for our operations in California.

As a result, we updated our evaluation of potential impairment and determined that there continued to be no impairment as of December 31, 2024.

Future developments from our evaluation of strategic alternatives could significantly impact our asset impairment assumptions and result in an impairment loss that could be material.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

| Operating lease cost | | | 167 | | | | | | 210 | | | | | | 89 | | | | | | 42 | | | | | | 508 | | |

| Total lease cost | | | $ | 662 | | | | | $ | 409 | | | | | $ | 95 | | | | | $ | 226 | | | | | $ | 1,392 | |

| 2025 | | | $ | 417 | | | | | $ | 353 | | | | | | | | | | | | | |

| 2026 | | | 288 | | | | | | 325 | | | | | | | | | | | | | | |

| 2027 | | | 155 | | | | | | 294 | | | | | | | | | | | | | | |

| 2028 | | | 91 | | | | | | 292 | | | | | | | | | | | | | | |

| 2029 | | | 60 | | | | | | 263 | | | | | | | | | | | | | | |

| Thereafter | | | 337 | | | | | | 1,836 | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | |

DGD has the option to increase the

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

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

| Balance as of December 31, 2020 | | | $ | 7 | | | | | $ | 6,814 | | | | | $ | (15,719) | | | | | $ | 28,953 | | | | | $ | (1,254) | | | | | $ | 18,801 | | | | | $ | 841 | | | | | $ | 19,642 | |

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

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

| Proceeds from sale of assets | | | | | | — | | | | | | 32 | | | | | | 270 | | |

Reclassifications

Certain prior year amounts in our statements of cash flows have been reclassified to conform to the 2023 presentation.

Prior year amounts for activities related to investments in AFS debt securities have been reclassified from “other investing activities, net” to purchases of AFS debt securities and proceeds from sales and maturities of AFS debt securities.

amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs;

transaction and collected by us from a customer (e.g., sales tax, use tax, value-added tax, etc.).

(collectively, the Renewable and Low-Carbon Fuel Programs).

Accounting Pronouncement Adopted on January 1, 2024

SBx 1-2 imposes increased and substantial reporting requirements, which include daily, weekly, monthly, and annual reporting of detailed

operational and financial data on all aspects of our operations in California, much of it at the transaction level.

The operational data includes our plans for turnaround and maintenance activities at our two California refineries and the manner in which we expect to address the potential impacts on feedstock and product inventories in California as a result of such turnaround and maintenance activities.

In September 2023, Governor Newsom directed the CEC to immediately begin the regulatory processes concerning the potential imposition of a penalty for exceeding a max margin and the timing of refinery turnarounds and maintenance.

Consequently, in October 2023, the CEC adopted an order instituting an informational proceeding on a max margin and penalty under SBx 1-2, as well as an order initiating rulemaking activity under SBx 1-2.

The CEC indicated in a November 2023 workshop that the latter rulemaking process will be focused on rules relating to the timing of refinery maintenance and turnarounds, as well as the standardization of data collection and reporting; final regulations are expected by July 2024.

In a separate November 2023 workshop, the CEC indicated a formal staff recommendation on establishing a max margin and penalty is expected in late 2024.

While the CEC has not yet established a max margin, imposed a financial penalty for profits above a max margin, or imposed restrictions on turnaround and maintenance activities, the potential implementation of a financial penalty or of any restrictions or delays on our ability to undertake turnaround or maintenance activities creates uncertainty due to the potential adverse effects on us.

During the year ended December 31, 2022, we had a liquidation of certain LIFO inventory layers, which was due to weather-related production disruptions that occurred at the end of the year that decreased cost of materials and other by $323 million.

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

| Operating lease cost | | | 163 | | | | | | 105 | | | | | | 64 | | | | | | 49 | | | | | | 381 | | |

| Total lease cost | | | $ | 422 | | | | | $ | 166 | | | | | $ | 68 | | | | | $ | 132 | | | | | $ | 788 | |

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

DGD Port Arthur Plant Finance Lease

| 2024 | | | $ | 398 | | | | | $ | 312 | | | | | | | | | | | | | |

| 2025 | | | 254 | | | | | | 298 | | | | | | | | | | | | | | |

| 2026 | | | 195 | | | | | | 274 | | | | | | | | | | | | | | |

| 2027 | | | 103 | | | | | | 244 | | | | | | | | | | | | | | |

| 2028 | | | 64 | | | | | | 243 | | | | | | | | | | | | | | |

| Thereafter | | | 386 | | | | | | 1,967 | | | | | | | | | | | | | | |

Change in Useful Life

The Jefferson ethanol plant was temporarily idled in 2020 at the onset of the COVID-19 pandemic in response to the decreased demand for ethanol resulting from the effects of the pandemic on our business, and we had previously evaluated this plant for potential impairment assuming that operations would resume.

However, we completed an evaluation of the plant during the third quarter of 2021 and concluded that it was no longer a strategic asset for our ethanol business.

The plant’s operations permanently ceased at that time and we reduced its estimated useful life, which reduced its net book value to estimated salvage value.

The additional depreciation expense of $48 million for the year ended December 31, 2021 resulting from this change did not have a material impact on our results of operations nor was there a material impact to our financial position.

________________________

| Canadian Revolver | | | 2023 | | | | | | n/a | | | | | | — | | |

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: 2023.][added: 2024.]

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i1595bba183964497bf0a8c7fcc6018bb_118)”] [added: DATA](#i6c483f34cc394db0a1546d7a4379d72b_124)”] on page [removed: [67](#i1595bba183964497bf0a8c7fcc6018bb_121)] [added: [65](#i6c483f34cc394db0a1546d7a4379d72b_127)] of this report, and is incorporated by reference into this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i1595bba183964497bf0a8c7fcc6018bb_118)”] [added: DATA](#i6c483f34cc394db0a1546d7a4379d72b_124)”] beginning on page [removed: [70](#i1595bba183964497bf0a8c7fcc6018bb_127)] [added: [68](#i6c483f34cc394db0a1546d7a4379d72b_133)] of this report, and is incorporated by reference into this item.

(b)During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of Valero adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

(a)In February 2025, the Human Resources and Compensation Committee of our Board approved an amendment to our performance share awards (beginning with 2025 grants and including outstanding tranches of prior awards), such that going forward our performance share awards will vest solely on the basis of relative total shareholder return as set forth in the applicable award agreement.

(a)None.

Information regarding our executive officers appears in PART I of this report under “INFORMATION ABOUT OUR EXECUTIVE OFFICERS.” All other information required by ITEMS 10 through 14 of Form 10-K is incorporated by reference from the discussions under the following anticipated headings in our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders (the [removed: 2024] [added: 2025] Proxy Statement).

We expect to file the [removed: 2024] [added: 2025] Proxy Statement with the SEC on or before March 31, [removed: 2024.][added: 2025.]

No other information other than what is required to satisfy ITEMS 10 through 14 of Form 10-K is incorporated by reference into these items from the [removed: 2024] [added: 2025] Proxy Statement.

In addition to the information regarding our executive officers that appears in PART I of this report under “INFORMATION ABOUT OUR EXECUTIVE OFFICERS,” the disclosures under the following anticipated headings in our [removed: 2024] [added: 2025] Proxy Statement are incorporated by reference herein:

*•*“*Proposal No.* *1—Election of directors—Nominees*;” [removed: and]

- “*Compensation Discussion and Analysis—Compensation-Related Policies—Insider Trading Policy*;” and

The disclosures under the following anticipated headings in our [removed: 2024] [added: 2025] Proxy Statement are incorporated by reference herein:

- “*How Our Board is Structured, Governed, and Operates—Overview of Our Board Committees—Human Resources and Compensation Committee—Compensation Committee Interlocks and Insider [removed: Participation;”*][added: Participation*;”]

*•*“*How Our Board is Structured, Governed, and Operates—Overview of Our Board Committees—Human Resources and Compensation Committee—Limited Delegation of Authority;”*

The disclosures under the following anticipated headings in our [removed: 2024] [added: 2025] Proxy Statement are incorporated by reference herein:

*•*“*Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership—Beneficial Ownership of Valero [removed: Securities*;” and][added: Securities*.”]

*•*“*Equity Compensation Plan [removed: Information*.”][added: Information*,” and]

The disclosures under the following anticipated headings in our [removed: 2024] [added: 2025] Proxy Statement are incorporated by reference herein:

*•*“*Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership—Certain Relationships and Transactions with Related [removed: Persons*;” and][added: Persons*.”]

*•*“*Additional Information—Board Independence, Related Party Matters, and Beneficial Ownership—Independence of Our [removed: Directors*.”][added: Directors*,” and]

The disclosures under the following anticipated heading in our [removed: 2024] [added: 2025] Proxy Statement are incorporated by reference herein: “*KPMG LLP Fees*.”

FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i1595bba183964497bf0a8c7fcc6018bb_118)”] [added: DATA](#i6c483f34cc394db0a1546d7a4379d72b_124)”] of this Form 10-K:

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i1595bba183964497bf0a8c7fcc6018bb_121)] [added: Reporting](#i6c483f34cc394db0a1546d7a4379d72b_127)] | | | [removed: [67](#i1595bba183964497bf0a8c7fcc6018bb_121)] [added: [65](#i6c483f34cc394db0a1546d7a4379d72b_127)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i1595bba183964497bf0a8c7fcc6018bb_124)] [added: Firm](#i6c483f34cc394db0a1546d7a4379d72b_130)] (PCAOB ID: 185) | | | [removed: [68](#i1595bba183964497bf0a8c7fcc6018bb_124)] [added: [66](#i6c483f34cc394db0a1546d7a4379d72b_130)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#i1595bba183964497bf0a8c7fcc6018bb_130)] [added: 2023](#i6c483f34cc394db0a1546d7a4379d72b_136)] | | | [removed: [72](#i1595bba183964497bf0a8c7fcc6018bb_130)] [added: [70](#i6c483f34cc394db0a1546d7a4379d72b_136)] | | |

| [Consolidated Statements of Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i1595bba183964497bf0a8c7fcc6018bb_133)] [added: 2022](#i6c483f34cc394db0a1546d7a4379d72b_139)] | | | [removed: [73](#i1595bba183964497bf0a8c7fcc6018bb_133)] [added: [71](#i6c483f34cc394db0a1546d7a4379d72b_139)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023,](#i1595bba183964497bf0a8c7fcc6018bb_139) [2022,] [added: 2024,](#i6c483f34cc394db0a1546d7a4379d72b_145) [2023,] and [removed: 2021](#i1595bba183964497bf0a8c7fcc6018bb_139)] [added: 2022](#i6c483f34cc394db0a1546d7a4379d72b_145)] | | | [removed: [74](#i1595bba183964497bf0a8c7fcc6018bb_139)] [added: [72](#i6c483f34cc394db0a1546d7a4379d72b_145)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i1595bba183964497bf0a8c7fcc6018bb_142)] [added: 2022](#i6c483f34cc394db0a1546d7a4379d72b_148)] | | | [removed: [75](#i1595bba183964497bf0a8c7fcc6018bb_142)] [added: [73](#i6c483f34cc394db0a1546d7a4379d72b_148)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#i1595bba183964497bf0a8c7fcc6018bb_145)] [added: 2022](#i6c483f34cc394db0a1546d7a4379d72b_151)] | | | [removed: [76](#i1595bba183964497bf0a8c7fcc6018bb_145)] [added: [74](#i6c483f34cc394db0a1546d7a4379d72b_151)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1595bba183964497bf0a8c7fcc6018bb_148)] [added: Statements](#i6c483f34cc394db0a1546d7a4379d72b_154)] | | | [removed: [77](#i1595bba183964497bf0a8c7fcc6018bb_148)] [added: [75](#i6c483f34cc394db0a1546d7a4379d72b_154)] | | |

| [removed: 3.01] [added: [3.01](https://www.sec.gov/Archives/edgar/data/1035002/0000950130-97-002339.txt)] | | | — | | | [removed: Amended] [added: [Amended] and Restated Certificate of Incorporation of Valero Energy Corporation, formerly known as Valero Refining and Marketing Company–incorporated by reference to Exhibit 3.1 to Valero’s Registration Statement on Form S-1 (SEC File No. 333-27013) filed May 13, [removed: 1997.] [added: 1997.](https://www.sec.gov/Archives/edgar/data/1035002/0000950130-97-002339.txt)] | | |

| [removed: [3.02](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w02.txt)] [added: [3.02](https://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w02.txt)] | | | — | | | [Certificate of Amendment (July 31, 1997) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.02 to Valero’s annual report on Form 10-K for the year ended December 31, 2003 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w02.txt)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w02.txt)] | | |

| [removed: [3.03](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt)] [added: [3.03](https://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt)] | | | — | | | [Certificate of Merger of Ultramar Diamond Shamrock Corporation with and into Valero Energy Corporation dated December 31, 2001–incorporated by reference to Exhibit 3.03 to Valero’s annual report on Form 10-K for the year ended December 31, 2003 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000095013404003420/d13299exv3w03.txt)] | | |

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

| [removed: [3.05](http://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm)] [added: [3.05](https://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm)] | | | — | | | [Second Certificate of Amendment (effective September 17, 2004) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.04 to Valero’s quarterly report on Form 10-Q for the quarter ended September 30, 2004 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500204000038/f10q093004exh03-04.htm)] | | |

| [removed: [3.06](http://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm)] [added: [3.06](https://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm)] | | | — | | | [Certificate of Merger of Premcor Inc. with and into Valero Energy Corporation effective September 1, 2005–incorporated by reference to Exhibit 2.01 to Valero’s quarterly report on Form 10-Q for the quarter ended September 30, 2005 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000095013405020997/d30089exv2w01.htm)] | | |

| [removed: [3.07](http://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm)] [added: [3.07](https://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm)] | | | — | | | [Third Certificate of Amendment (effective December 2, 2005) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.07 to Valero’s annual report on Form 10-K for the year ended December 31, 2005 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000095013406004061/d32462exv3w07.htm)] | | |

| [removed: [3.08](http://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm)] [added: [3.08](https://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm)] | | | — | | | [Fourth Certificate of Amendment (effective May 24, 2011) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 4.8 to Valero’s current report on Form 8-K dated and filed May 24, 2011 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000095012311053384/c17847exv4w8.htm)] | | |

| [removed: [3.09](http://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm)] [added: [3.09](https://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm)] | | | — | | | [Fifth Certificate of Amendment (effective May 13, 2016) to Restated Certificate of Incorporation of Valero Energy Corporation–incorporated by reference to Exhibit 3.02 to Valero’s current report on Form 8-K dated May 12, 2016, and filed May 18, 2016 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312516594127/d162819dex302.htm)] | | |

| [removed: [3.10](http://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm)] [added: [3.10](https://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm)] | | | — | | | [Amended and Restated Bylaws of Valero Energy Corporation–incorporated by reference to Exhibit 3.01 to Valero’s current report on Form 8-K dated March 15, 2022 and filed March 18, 2022 (SEC File No. [removed: 001-13175)](http://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm).] [added: 001-13175)](https://www.sec.gov/Archives/edgar/data/1035002/000119312522079486/d275417dex301.htm).] | | |

| [removed: [4.01](http://www.sec.gov/Archives/edgar/data/1035002/0001035002-98-000010.txt)] [added: [4.01](https://www.sec.gov/Archives/edgar/data/1035002/0001035002-98-000010.txt)] | | | — | | | [Indenture dated as of December 12, 1997 between Valero Energy Corporation and The Bank of New York–incorporated by reference to Exhibit 3.4 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-56599) filed June 11, [removed: 1998.](http://www.sec.gov/Archives/edgar/data/1035002/0001035002-98-000010.txt)] [added: 1998.](https://www.sec.gov/Archives/edgar/data/1035002/0001035002-98-000010.txt)] | | |

| [removed: [4.02](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] [added: [4.02](https://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] | | | — | | | [Indenture (Senior Indenture) dated as of June 18, 2004 between Valero Energy Corporation and Bank of New York–incorporated by reference to Exhibit 4.7 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-116668) filed June 21, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] [added: 2004.](https://www.sec.gov/Archives/edgar/data/1035002/000095012904004177/h16034exv4w7.txt)] | | |

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

| [removed: [4.04](http://www.sec.gov/Archives/edgar/data/1035002/000119312515084401/d889732dex41.htm)] [added: [4.04](https://www.sec.gov/Archives/edgar/data/1035002/000119312515084401/d889732dex41.htm)] | | | — | | | [Indenture dated as of March 10, 2015 between Valero Energy Corporation and U.S. Bank [added: Trust Company,] National Association, as [removed: trustee–incorporated] [added: successor in interest to U.S. Bank National Association–incorporated] by reference to Exhibit 4.1 to Valero’s Registration Statement on Form S-3 (SEC File No. 333-202635) filed March 10, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1035002/000119312515084401/d889732dex41.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1035002/000119312515084401/d889732dex41.htm)] | | |

| [removed: [4.05](http://www.sec.gov/Archives/edgar/data/1583103/000119312516780536/d301629dex41.htm)] [added: [4.05](https://www.sec.gov/Archives/edgar/data/1583103/000119312516780536/d301629dex41.htm)] | | | — | | | [Indenture, dated as of November 30, 2016, between Valero Energy Partners LP, as issuer, and U.S. Bank [added: Trust Company,] National Association, as [added: successor in interest to U.S. Bank National Association, as] trustee–incorporated by reference to Exhibit 4.1 to Valero Energy Partners LP’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration File No. 333-208052) filed November 30, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1583103/000119312516780536/d301629dex41.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1583103/000119312516780536/d301629dex41.htm)] | | |

| [removed: [4.06](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] [added: [4.06](https://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] | | | — | | | [First Supplemental Indenture (with Parent Guarantee), dated as of January 10, 2019, among Valero Energy Partners LP, as issuer; Valero Energy Corporation, as parent guarantor; and U.S. Bank [added: Trust Company,] National Association, as [added: successor in interest to U.S. Bank National Association, as] trustee–incorporated by reference to Exhibit 4.2 to Valero’s current report on Form 8-K dated and filed January 10, 2019 (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000114036119000669/s002623x2_ex4-2.htm)] | | |

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

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

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

| [removed: [+10.02](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)] [added: [+10.04](https://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] | | | — | | | [Valero Energy Corporation [removed: 2011 Omnibus Stock Incentive] [added: Deferred Compensation] Plan, amended and restated [removed: February 25, 2016–incorporated] [added: as of January 1, 2008–incorporated] by reference to Exhibit 10.04 to Valero’s annual report on Form 10-K for the year ended December 31, [removed: 2015] [added: 2008] (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] | | |

| [removed: [+10.03](http://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)] [added: [+10.02](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)] | | | — | | | [Valero Energy Corporation 2020 Omnibus Stock Incentive Plan–incorporated by reference to [removed: Appendix](http://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)[A] [added: Appendix](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[A] to Valero’s Definitive Proxy Statement on [removed: Schedule](http://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)[14A,] [added: Schedule](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[14A,] filed [removed: March](http://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)[19,] [added: March](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[19,] 2020 (SEC File [removed: No.](http://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](http://www.sec.gov/Archives/edgar/data/1035002/000103500216000069/vloexh1004-12312015.htm)[001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)] [added: No.](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66) [](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)[001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000119312520078074/d879120ddef14a.htm#toc879120_66)] | | |

| [removed: [+10.04](http://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm)] [added: [+10.03](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm)] | | | — | | | [Amendment No. 1 to the Valero Energy Corporation 2020 Omnibus Stock Incentive Plan effective October 1, 2021–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. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500222000007/a12312021exh1004.htm)] | | |

| [removed: [+10.05](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] [added: [+10.06](https://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] | | | — | | | [Valero Energy Corporation [removed: Deferred Compensation] [added: Excess Pension] Plan, [added: as] amended and restated [removed: as of January 1, 2008–incorporated] [added: effective December 31, 2011–incorporated] by reference to Exhibit [removed: 10.04] [added: 10.10] to Valero’s annual report on Form 10-K for the year ended December 31, [removed: 2008] [added: 2011] (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000095013409003971/d66469exv10w04.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] | | |

| [removed: [+10.06](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000103/a6302023exh1001.htm)] [added: [+10.05](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000103/a6302023exh1001.htm)] | | | — | | | [Valero Energy Corporation Supplemental Executive Retirement Plan, as amended and restated effective July 1, 2023–incorporated by reference to Exhibit 10.01 to Valero’s quarterly report on Form 10-Q for the quarter ended June 30, 2023 (SEC File No. 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500223000103/a6302023exh1001.htm) | | |

| [removed: [+10.07](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] [added: [+10.10](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm)] | | | — | | | [removed: [Valero Energy Corporation Excess Pension Plan, as amended] [added: [Form of Restricted Stock Agreement (2020] and [removed: restated effective December 31, 2011–incorporated] [added: 2021 grants)–incorporated] by reference to Exhibit [removed: 10.10] [added: 10.17] to Valero’s annual report on Form 10-K for the year ended December 31, [removed: 2011] [added: 2020] (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1010.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500221000051/a12312020exh1017.htm)] | | |

| [removed: [+10.08](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm)] [added: [+10.20](https://www.sec.gov/Archives/edgar/data/1035002/000103500214000008/vloexh1016-12312013.htm)] | | | — | | | [Form of Change of Control Severance Agreement (Tier [removed: I)] [added: II)] between Valero Energy Corporation and executive officer–incorporated by reference to Exhibit [removed: 10.15] [added: 10.16] to Valero’s annual report on Form 10-K for the year ended December 31, [removed: 2011] [added: 2013] (SEC File No. [removed: 001-13175).](http://www.sec.gov/Archives/edgar/data/1035002/000103500212000008/a2011ex1015.htm)] [added: 001-13175).](https://www.sec.gov/Archives/edgar/data/1035002/000103500214000008/vloexh1016-12312013.htm)] | | |