Item 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
VALERO ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(millions of dollars, except par value)
| March 31, 2022 | December 31, 2021 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,638 | $ | 4,122 | |||||||
| Receivables, net | 13,080 | 10,378 | |||||||||
| Inventories | 7,174 | 6,265 | |||||||||
| Prepaid expenses and other | 421 | 400 | |||||||||
| Total current assets | 23,313 | 21,165 | |||||||||
| Property, plant, and equipment, at cost | 49,488 | 49,072 | |||||||||
| Accumulated depreciation | (18,612) | (18,225) | |||||||||
| Property, plant, and equipment, net | 30,876 | 30,847 | |||||||||
| Deferred charges and other assets, net | 6,213 | 5,876 | |||||||||
| Total assets | $ | 60,402 | $ | 57,888 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of debt and finance lease obligations | $ | 1,295 | $ | 1,264 | |||||||
| Accounts payable | 15,236 | 12,495 | |||||||||
| Accrued expenses | 1,140 | 1,253 | |||||||||
| Taxes other than income taxes payable | 1,482 | 1,461 | |||||||||
| Income taxes payable | 632 | 378 | |||||||||
| Total current liabilities | 19,785 | 16,851 | |||||||||
| Debt and finance lease obligations, less current portion | 11,866 | 12,606 | |||||||||
| Deferred income tax liabilities | 4,971 | 5,210 | |||||||||
| Other long-term liabilities | 3,370 | 3,404 | |||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
| Valero Energy Corporation stockholders’ equity: | |||||||||||
| Common stock, $0.01 par value; 1,200,000,000 shares authorized; 673,501,593 and 673,501,593 shares issued | 7 | 7 | |||||||||
| Additional paid-in capital | 6,832 | 6,827 | |||||||||
| Treasury stock, at cost; 265,399,517 and 264,305,955 common shares | (15,794) | (15,677) | |||||||||
| Retained earnings | 28,785 | 28,281 | |||||||||
| Accumulated other comprehensive loss | (1,009) | (1,008) | |||||||||
| Total Valero Energy Corporation stockholders’ equity | 18,821 | 18,430 | |||||||||
| Noncontrolling interests | 1,589 | 1,387 | |||||||||
| Total equity | 20,410 | 19,817 | |||||||||
| Total liabilities and equity | $ | 60,402 | $ | 57,888 |
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(millions of dollars, except per share amounts)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Revenues (a) | $ | 38,542 | $ | 20,806 | |||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Cost of materials and other | 34,949 | 18,992 | |||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense reflected below) | 1,379 | 1,656 | |||||||||||||||||||||
| Depreciation and amortization expense | 595 | 566 | |||||||||||||||||||||
| Total cost of sales | 36,923 | 21,214 | |||||||||||||||||||||
| Other operating expenses | 19 | 38 | |||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense reflected below) | 205 | 208 | |||||||||||||||||||||
| Depreciation and amortization expense | 11 | 12 | |||||||||||||||||||||
| Operating income (loss) | 1,384 | (666) | |||||||||||||||||||||
| Other income (expense), net | (20) | 45 | |||||||||||||||||||||
| Interest and debt expense, net of capitalized interest | (145) | (149) | |||||||||||||||||||||
| Income (loss) before income tax expense (benefit) | 1,219 | (770) | |||||||||||||||||||||
| Income tax expense (benefit) | 252 | (148) | |||||||||||||||||||||
| Net income (loss) | 967 | (622) | |||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 62 | 82 | |||||||||||||||||||||
| Net income (loss) attributable to Valero Energy Corporation stockholders | $ | 905 | $ | (704) | |||||||||||||||||||
| Earnings (loss) per common share | $ | 2.21 | $ | (1.73) | |||||||||||||||||||
| Weighted-average common shares outstanding (in millions) | 408 | 407 | |||||||||||||||||||||
| Earnings (loss) per common share – assuming dilution | $ | 2.21 | $ | (1.73) | |||||||||||||||||||
| Weighted-average common shares outstanding – assuming dilution (in millions) | 408 | 407 | |||||||||||||||||||||
| __________________________ | |||||||||||||||||||||||
| Supplemental information: | |||||||||||||||||||||||
| (a) Includes excise taxes on sales by certain of our foreign operations | $ | 1,423 | $ | 1,120 |
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions of dollars)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Net income (loss) | $ | 967 | $ | (622) | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | 13 | 76 | |||||||||||||||||||||
| Net gain on pension and other postretirement benefits | 8 | 15 | |||||||||||||||||||||
| Net gain (loss) on cash flow hedges | (45) | 10 | |||||||||||||||||||||
| Other comprehensive income (loss) before income tax expense | (24) | 101 | |||||||||||||||||||||
| Income tax expense related to items of other comprehensive income (loss) | — | 7 | |||||||||||||||||||||
| Other comprehensive income (loss) | (24) | 94 | |||||||||||||||||||||
| Comprehensive income (loss) | 943 | (528) | |||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | 39 | 87 | |||||||||||||||||||||
| Comprehensive income (loss) attributable to Valero Energy Corporation stockholders | $ | 904 | $ | (615) |
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(millions of dollars)
(unaudited)
| Valero Energy Corporation Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | 7 | $ | 6,827 | $ | (15,677) | $ | 28,281 | $ | (1,008) | $ | 18,430 | $ | 1,387 | $ | 19,817 | |||||||||||||||||||||||||||||||
| Net income | — | — | — | 905 | — | 905 | 62 | 967 | |||||||||||||||||||||||||||||||||||||||
| Dividends on common stock ($0.98 per share) | — | — | — | (401) | — | (401) | — | (401) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 32 | — | — | — | 32 | — | 32 | |||||||||||||||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | (27) | 9 | — | — | (18) | — | (18) | |||||||||||||||||||||||||||||||||||||||
| Open market stock purchases | — | — | (126) | — | — | (126) | — | (126) | |||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | 165 | 165 | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (2) | (2) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (1) | (1) | (23) | (24) | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | 7 | $ | 6,832 | $ | (15,794) | $ | 28,785 | $ | (1,009) | $ | 18,821 | $ | 1,589 | $ | 20,410 | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | 7 | $ | 6,814 | $ | (15,719) | $ | 28,953 | $ | (1,254) | $ | 18,801 | $ | 841 | $ | 19,642 | |||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | (704) | — | (704) | 82 | (622) | |||||||||||||||||||||||||||||||||||||||
| Dividends on common stock ($0.98 per share) | — | — | — | (400) | — | (400) | — | (400) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 28 | — | — | — | 28 | — | 28 | |||||||||||||||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | (32) | 19 | — | — | (13) | — | (13) | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (2) | (2) | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 89 | 89 | 5 | 94 | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2021 | $ | 7 | $ | 6,810 | $ | (15,700) | $ | 27,849 | $ | (1,165) | $ | 17,801 | $ | 926 | $ | 18,727 |
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions of dollars)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 967 | $ | (622) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization expense | 606 | 578 | |||||||||
| Loss on early retirement of debt | 50 | — | |||||||||
| Deferred income tax benefit | (234) | (239) | |||||||||
| Changes in current assets and current liabilities | (722) | 184 | |||||||||
| Changes in deferred charges and credits and other operating activities, net | (79) | 47 | |||||||||
| Net cash provided by (used in) operating activities | 588 | (52) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures (excluding variable interest entities (VIEs)) | (152) | (160) | |||||||||
| Capital expenditures of VIEs: | |||||||||||
| Diamond Green Diesel Holdings LLC (DGD) | (219) | (153) | |||||||||
| Other VIEs | (13) | (26) | |||||||||
| Deferred turnaround and catalyst cost expenditures (excluding VIEs) | (453) | (230) | |||||||||
| Deferred turnaround and catalyst cost expenditures of DGD | (6) | (1) | |||||||||
| Investments in nonconsolidated joint ventures | — | (12) | |||||||||
| Other investing activities, net | 2 | 2 | |||||||||
| Net cash used in investing activities | (841) | (580) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt issuances and borrowings (excluding VIEs) | 939 | — | |||||||||
| Proceeds from borrowings of VIEs: | |||||||||||
| DGD | 99 | — | |||||||||
| Other VIEs | 28 | 8 | |||||||||
| Repayments of debt and finance lease obligations (excluding VIEs) | (1,738) | (31) | |||||||||
| Repayments of debt and finance lease obligations of VIEs: | |||||||||||
| DGD | (102) | — | |||||||||
| Other VIEs | (16) | (1) | |||||||||
| Premiums on early retirement of debt | (48) | — | |||||||||
| Purchases of common stock for treasury | (144) | (14) | |||||||||
| Common stock dividend payments | (401) | (400) | |||||||||
| Contributions from noncontrolling interests | 165 | — | |||||||||
| Other financing activities, net | (10) | (1) | |||||||||
| Net cash used in financing activities | (1,228) | (439) | |||||||||
| Effect of foreign exchange rate changes on cash | (3) | 12 | |||||||||
| Net decrease in cash and cash equivalents | (1,484) | (1,059) | |||||||||
| Cash and cash equivalents at beginning of period | 4,122 | 3,313 | |||||||||
| Cash and cash equivalents at end of period | $ | 2,638 | $ | 2,254 |
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
General
The terms “Valero,” “we,” “our,” and “us,” as used in this report, may refer to Valero Energy Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole. The term “DGD,” as used in this report, may refer to Diamond Green Diesel Holdings LLC, its wholly owned consolidated subsidiary, or both of them taken as a whole.
These unaudited financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of our results for the three months ended March 31, 2022 have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The financial statements presented herein should be read in conjunction with the financial statements included in our annual report on Form 10-K for the year ended December 31, 2021.
The balance sheet as of December 31, 2021 has been derived from our audited financial statements as of that date. For further information, refer to our financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2021.
Significant Accounting Policy
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, we review our estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. UNCERTAINTIES
Developments with respect to the uncertainties described below are occurring at a rapid pace and cannot be predicted. Their overall economic impact and resulting impact on us also cannot be predicted with certainty at this time. However, we are proactively responding to and actively monitoring the known impacts of the Russia-Ukraine conflict and the COVID-19 pandemic on our business, to the extent practicable, and we will strive to continue to do so, but there can be no assurance that our response or other measures we may take will be fully effective.
Russia-Ukraine Conflict
In late February 2022, Russia began an invasion and military attack on Ukraine. This has resulted in many countries, including the U.S., imposing economic and financial sanctions on Russia and providing humanitarian and military aid to Ukraine. In addition, on March 8, 2022, the U.S. presidential administration issued an Executive Order that, among other matters, banned the import of Russian crude oil and other petroleum and energy products to the U.S. The ban on Russian energy imports took effect immediately, but companies were granted (through issuance of a General License published by the U.S. Office of Foreign Assets Control (OFAC)) 45 days to import petroleum products secured under pre-existing contracts.
As allowed by OFAC’s General License, we took delivery of certain feedstocks (procured under contracts entered into prior to the invasion) before the General License’s expiration on April 22, 2022. We currently do not anticipate any significant future feedstock sourcing disruptions resulting from the U.S. ban on Russian crude oil and other petroleum and energy product imports, as we obtain crude oil and other feedstocks from many other sources.
The conflict and responsive actions taken by the U.S. and other countries have created uncertainty for both domestic and international financial and commodity markets. Crude oil and consumer fuel prices significantly increased in March 2022 and remain volatile, as change in trade flows in Russian crude oil, other feedstocks, and energy products have impacted the global supply markets. Also, the continued increases in fuel prices have the potential to negatively impact the demand for our products. Thus, the implications of the Russia-Ukraine conflict on our financial position and results of operations remain uncertain.
Impact of the COVID-19 Pandemic
At the onset of the COVID-19 pandemic in March 2020, governmental authorities around the world imposed restrictions, such as stay-at-home orders and other social distancing measures, to slow the spread of COVID-19. These measures resulted in significant economic disruption globally as reduced economic activity negatively impacted many businesses, including our business. Although we have continued to experience improvements in our business, compared to the significant negative effects from the pandemic in 2020, the implications of the pandemic on our financial position and results of operations remain uncertain.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. INVENTORIES
Inventories consisted of the following (in millions):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Refinery feedstocks | $ | 2,068 | $ | 1,995 | |||||||
| Refined petroleum products and blendstocks | 4,199 | 3,567 | |||||||||
| Renewable diesel feedstocks and products | 245 | 135 | |||||||||
| Ethanol feedstocks and products | 364 | 273 | |||||||||
| Materials and supplies | 298 | 295 | |||||||||
| Inventories | $ | 7,174 | $ | 6,265 |
As of March 31, 2022 and December 31, 2021, the replacement cost (market value) of last-in, first-out (LIFO) inventories exceeded their LIFO carrying amounts by $9.3 billion and $5.2 billion, respectively. Our non-LIFO inventories accounted for $1.6 billion and $1.4 billion of our total inventories as of March 31, 2022 and December 31, 2021, respectively.
4. DEBT
Public Debt
In February 2022, we issued $650 million of 4.000 percent Senior Notes due June 1, 2052. Proceeds from this debt issuance totaled $639 million before deducting the underwriting discount and other debt issuance costs. The proceeds and cash on hand were used to repurchase and retire the following notes in connection with cash tender offers that we publicly announced and completed in February 2022 (in millions):
| Debt Repurchased and Retired | Principal Amount | |||||||
| 3.65% Senior Notes due 2025 | $ | 72 | ||||||
| 2.850% Senior Notes due 2025 | 507 | |||||||
| 4.375% VLP Senior Notes due 2026 | 168 | |||||||
| 3.400% Senior Notes due 2026 | 653 | |||||||
| Total | $ | 1,400 |
In connection with the early debt retirement activity described above, we recognized a charge of $50 million in “other income (expense), net” primarily comprised of $48 million of premiums paid.
During the three months ended March 31, 2021, there was no issuance or redemption activity related to our public debt.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Credit Facilities
We had outstanding borrowings, letters of credit issued, and availability under our credit facilities as follows (amounts in millions and currency in U.S. dollars, except as noted):
| March 31, 2022 | |||||||||||||||||||||||||||||
| Facility Amount | Maturity Date | Outstanding Borrowings | Letters of Credit Issued (a) | Availability | |||||||||||||||||||||||||
| Committed facilities: | |||||||||||||||||||||||||||||
| Valero Revolver | $ | 4,000 | March 2024 | $ | — | $ | 615 | $ | 3,385 | ||||||||||||||||||||
| Canadian Revolver | C$ | 150 | November 2022 | C$ | — | C$ | 5 | C$ | 145 | ||||||||||||||||||||
| Accounts receivable sales facility | $ | 1,300 | July 2022 | $ | — | n/a | $ | 1,300 | |||||||||||||||||||||
| Letter of credit facility | $ | 50 | November 2022 | n/a | $ | — | $ | 50 | |||||||||||||||||||||
| Committed facilities of VIEs (b): | |||||||||||||||||||||||||||||
| DGD Revolver (c) | $ | 400 | March 2024 | $ | 100 | $ | 15 | $ | 285 | ||||||||||||||||||||
| DGD Loan Agreement (d) | $ | 25 | April 2023 | $ | 25 | n/a | $ | — | |||||||||||||||||||||
| IEnova Revolver (e) | $ | 830 | February 2028 | $ | 692 | n/a | $ | 138 | |||||||||||||||||||||
| Uncommitted facilities: | |||||||||||||||||||||||||||||
| Letter of credit facilities | n/a | n/a | n/a | $ | 834 | n/a |
(a)Letters of credit issued as of March 31, 2022 expire at various times in 2022 through 2023.
(b)Creditors of the VIEs do not have recourse against us.
(c)The variable interest rate on the DGD Revolver was 2.140 percent and 1.860 percent as of March 31, 2022 and December 31, 2021, respectively.
(d)In March 2022, the maturity date of this facility was extended to April 2023. The amounts shown for this facility represent the facility amount available from, and borrowings outstanding to, the noncontrolling member as any transactions between DGD and us under this facility are eliminated in consolidation. The variable interest rate on the DGD Loan Agreement was 2.735 percent and 2.603 percent as of March 31, 2022 and December 31, 2021, respectively.
(e)The variable interest rate on the IEnova Revolver was 3.864 percent and 3.781 percent as of March 31, 2022 and December 31, 2021, respectively.
Activity under our credit facilities was as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Borrowings: | |||||||||||||||||||||||
| Accounts receivable sales facility | $ | 300 | $ | — | |||||||||||||||||||
| DGD Revolver | 99 | — | |||||||||||||||||||||
| IEnova Revolver | 28 | 8 | |||||||||||||||||||||
| Repayments: | |||||||||||||||||||||||
| Accounts receivable sales facility | (300) | — | |||||||||||||||||||||
| DGD Revolver | (99) | — | |||||||||||||||||||||
| IEnova Revolver | (15) | — |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Disclosures
“Interest and debt expense, net of capitalized interest” is comprised as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Interest and debt expense | $ | 157 | $ | 164 | |||||||||||||||||||
| Less: Capitalized interest | 12 | 15 | |||||||||||||||||||||
| Interest and debt expense, net of capitalized interest | $ | 145 | $ | 149 |
5. EQUITY
Treasury Stock
We purchase shares of our outstanding common stock as authorized under our stock purchase program and with respect to our employee stock-based compensation plans. During the three months ended March 31, 2022, we made open market purchases of 1,334,550 shares for $126 million in connection with our stock purchase program. No open market purchases were made during the three months ended March 31, 2021. As of March 31, 2022, we had $1.2 billion remaining available for purchase under our stock purchase program, which has no expiration date.
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component, net of tax, were as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | Defined Benefit Plans Items | Gains (Losses) on Cash Flow Hedges | Total | Foreign Currency Translation Adjustment | Defined Benefit Plans Items | Gains (Losses) on Cash Flow Hedges | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance as of beginning of period | $ | (562) | $ | (441) | $ | (5) | $ | (1,008) | $ | (515) | $ | (737) | $ | (2) | $ | (1,254) | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 13 | (3) | (64) | (54) | 76 | 1 | (5) | 72 | |||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | 7 | 46 | 53 | — | 8 | 9 | 17 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 13 | 4 | (18) | (1) | 76 | 9 | 4 | 89 | |||||||||||||||||||||||||||||||||||||||
| Balance as of end of period | $ | (549) | $ | (437) | $ | (23) | $ | (1,009) | $ | (439) | $ | (728) | $ | 2 | $ | (1,165) |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. VARIABLE INTEREST ENTITIES
Consolidated VIEs
We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary. As of March 31, 2022, the significant consolidated VIEs included:
-
DGD, a joint venture with a subsidiary of Darling Ingredients Inc. that owns and operates a plant that processes waste and renewable feedstocks (predominately animal fats, used cooking oils, and inedible distillers corn oils) into renewable diesel; and
-
Central Mexico Terminals, a collective group of three subsidiaries of Infraestructura Energetica Nova, S.A.P.I. de C.V. (IEnova), which is a Mexican company and indirect subsidiary of Sempra Energy, a U.S. public company. We have terminaling agreements with Central Mexico Terminals that represent variable interests. We do not have an ownership interest in Central Mexico Terminals.
The assets of the consolidated VIEs can only be used to settle their own obligations and the creditors of the consolidated VIEs have no recourse to our other assets. We generally do not provide financial guarantees to the VIEs. Although we have provided credit facilities to some of the VIEs in support of their construction or acquisition activities, these transactions are eliminated in consolidation. Our financial position, results of operations, and cash flows are impacted by the performance of the consolidated VIEs, net of intercompany eliminations, to the extent of our ownership interest in each VIE.
The following tables present summarized balance sheet information for the significant assets and liabilities of the consolidated VIEs, which are included in our balance sheets (in millions):
| DGD | Central Mexico Terminals | Other | Total | ||||||||||||||||||||
| March 31, 2022 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 142 | $ | — | $ | 15 | $ | 157 | |||||||||||||||
| Other current assets | 702 | 11 | 17 | 730 | |||||||||||||||||||
| Property, plant, and equipment, net | 2,854 | 659 | 92 | 3,605 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Current liabilities, including current portion of debt and finance lease obligations | $ | 470 | $ | 716 | $ | 8 | $ | 1,194 | |||||||||||||||
| Debt and finance lease obligations, less current portion | 261 | — | 19 | 280 | |||||||||||||||||||
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| DGD | Central Mexico Terminals | Other | Total | ||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 21 | $ | — | $ | 15 | $ | 36 | |||||||||||||||
| Other current assets | 558 | 10 | 13 | 581 | |||||||||||||||||||
| Property, plant, and equipment, net | 2,629 | 676 | 91 | 3,396 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Current liabilities, including current portion of debt and finance lease obligations | $ | 398 | $ | 729 | $ | 9 | $ | 1,136 | |||||||||||||||
| Debt and finance lease obligations, less current portion | 264 | — | 20 | 284 |
Nonconsolidated VIEs
We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. These nonconsolidated VIEs are not material to our financial position or results of operations and are accounted for as equity investments.
7. EMPLOYEE BENEFIT PLANS
The components of net periodic benefit cost related to our defined benefit plans were as follows (in millions):
| Pension Plans | Other Postretirement Benefit Plans | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Three months ended March 31 | |||||||||||||||||||||||
| Service cost | $ | 38 | $ | 40 | $ | 2 | $ | 2 | |||||||||||||||
| Interest cost | 21 | 18 | 2 | 2 | |||||||||||||||||||
| Expected return on plan assets | (48) | (48) | — | — | |||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Net actuarial loss | 13 | 20 | — | — | |||||||||||||||||||
| Prior service credit | (4) | (4) | (1) | (2) | |||||||||||||||||||
| Net periodic benefit cost | $ | 20 | $ | 26 | $ | 3 | $ | 2 |
The components of net periodic benefit cost other than the service cost component (i.e., the non-service cost components) are included in “other income (expense), net.”
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common share was computed as follows (dollars and shares in millions, except per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||
| Net income (loss) attributable to Valero stockholders | $ | 905 | $ | (704) | |||||||||||||||||||
| Less: Income allocated to participating securities | 3 | 1 | |||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | 902 | $ | (705) | |||||||||||||||||||
| Weighted-average common shares outstanding | 408 | 407 | |||||||||||||||||||||
| Earnings (loss) per common share | $ | 2.21 | $ | (1.73) | |||||||||||||||||||
| Earnings (loss) per common share – assuming dilution: | |||||||||||||||||||||||
| Net income (loss) attributable to Valero stockholders | $ | 905 | $ | (704) | |||||||||||||||||||
| Less: Income allocated to participating securities | 3 | 1 | |||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | 902 | $ | (705) | |||||||||||||||||||
| Weighted-average common shares outstanding | 408 | 407 | |||||||||||||||||||||
| Effect of dilutive securities | — | — | |||||||||||||||||||||
| Weighted-average common shares outstanding – assuming dilution | 408 | 407 | |||||||||||||||||||||
| Earnings (loss) per common share – assuming dilution | $ | 2.21 | $ | (1.73) |
Participating securities include restricted stock and performance awards granted under our 2020 Omnibus Stock Incentive Plan (OSIP) or our 2011 OSIP. Dilutive securities include participating securities as well as outstanding stock options.
9. REVENUES AND SEGMENT INFORMATION
Revenue from Contracts with Customers
Disaggregation of Revenue
Revenue is presented in the table below under “Segment Information” disaggregated by product because this is the level of disaggregation that management has determined to be beneficial to users of our financial statements.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Contract Balances
Contract balances were as follows (in millions):
| March 31, 2022 | December 31, 2021 | ||||||||||||||||
| Receivables from contracts with customers, included in receivables, net | $ | 8,395 | $ | 6,228 | |||||||||||||
| Contract liabilities, included in accrued expenses | 164 | 78 |
During the three months ended March 31, 2022 and 2021, we recognized as revenue $69 million and $37 million that was included in contract liabilities as of December 31, 2021 and 2020, respectively.
Remaining Performance Obligations
We have spot and term contracts with customers, the majority of which are spot contracts with no remaining performance obligations. We do not disclose remaining performance obligations for contracts that have terms of one year or less. The transaction price for our remaining term contracts includes a fixed component and variable consideration (i.e., a commodity price), both of which are allocated entirely to a wholly unsatisfied promise to transfer a distinct good that forms part of a single performance obligation. The fixed component is not material and the variable consideration is highly uncertain. Therefore, as of March 31, 2022, we have not disclosed the aggregate amount of the transaction price allocated to our remaining performance obligations.
Segment Information
We have three reportable segments — Refining, Renewable Diesel, and Ethanol. Each segment is a strategic business unit that offers different products and services by employing unique technologies and marketing strategies and whose operations and operating performance are managed and evaluated separately. Operating performance is measured based on the operating income generated by the segment, which includes revenues and expenses that are directly attributable to the management of the respective segment. Intersegment sales are generally derived from transactions made at prevailing market rates. The following is a description of each segment’s business operations.
-
The Refining segment includes the operations of our petroleum refineries, the associated activities to market our refined petroleum products, and the logistics assets that support our refining operations. The principal products manufactured by our refineries and sold by this segment include gasolines and blendstocks, distillates, and other products.
-
The Renewable Diesel segment represents the operations of DGD, a consolidated joint venture as discussed in Note 6, and the associated activities to market renewable diesel. The principal product manufactured by DGD and sold by this segment is renewable diesel. This segment sells some renewable diesel to the Refining segment, which is then sold to that segment’s customers.
-
The Ethanol segment includes the operations of our ethanol plants and the associated activities to market our ethanol and co-products. The principal products manufactured by our ethanol plants are ethanol and distillers grains. This segment sells some ethanol to the Refining segment for blending into gasoline, which is sold to that segment’s customers as a finished gasoline product.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Operations that are not included in any of the reportable segments are included in the corporate category.
The following tables reflect information about our operating income (loss) by reportable segment (in millions):
| Refining | Renewable Diesel | Ethanol | Corporate and Eliminations | Total | |||||||||||||||||||||||||
| Three months ended March 31, 2022 | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Revenues from external customers | $ | 36,813 | $ | 595 | $ | 1,134 | $ | — | $ | 38,542 | |||||||||||||||||||
| Intersegment revenues | 4 | 386 | 127 | (517) | — | ||||||||||||||||||||||||
| Total revenues | 36,817 | 981 | 1,261 | (517) | 38,542 | ||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Cost of materials and other (a) | 33,606 | 755 | 1,104 | (516) | 34,949 | ||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense reflected below) | 1,193 | 51 | 135 | — | 1,379 | ||||||||||||||||||||||||
| Depreciation and amortization expense | 549 | 26 | 20 | — | 595 | ||||||||||||||||||||||||
| Total cost of sales | 35,348 | 832 | 1,259 | (516) | 36,923 | ||||||||||||||||||||||||
| Other operating expenses | 18 | — | 1 | — | 19 | ||||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense reflected below) | — | — | — | 205 | 205 | ||||||||||||||||||||||||
| Depreciation and amortization expense | — | — | — | 11 | 11 | ||||||||||||||||||||||||
| Operating income by segment | $ | 1,451 | $ | 149 | $ | 1 | $ | (217) | $ | 1,384 | |||||||||||||||||||
| Three months ended March 31, 2021 | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Revenues from external customers | $ | 19,469 | $ | 352 | $ | 985 | $ | — | $ | 20,806 | |||||||||||||||||||
| Intersegment revenues | 3 | 79 | 60 | (142) | — | ||||||||||||||||||||||||
| Total revenues | 19,472 | 431 | 1,045 | (142) | 20,806 | ||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Cost of materials and other (a) | 18,022 | 187 | 924 | (141) | 18,992 | ||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense reflected below) | 1,471 | 29 | 156 | — | 1,656 | ||||||||||||||||||||||||
| Depreciation and amortization expense | 533 | 12 | 21 | — | 566 | ||||||||||||||||||||||||
| Total cost of sales | 20,026 | 228 | 1,101 | (141) | 21,214 | ||||||||||||||||||||||||
| Other operating expenses | 38 | — | — | — | 38 | ||||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense reflected below) | — | — | — | 208 | 208 | ||||||||||||||||||||||||
| Depreciation and amortization expense | — | — | — | 12 | 12 | ||||||||||||||||||||||||
| Operating income (loss) by segment | $ | (592) | $ | 203 | $ | (56) | $ | (221) | $ | (666) |
(a)Cost of materials and other for our Renewable Diesel segment is net of the blender’s tax credit on qualified fuel mixtures of $156 million and $79 million for the three months ended March 31, 2022 and 2021, respectively.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a disaggregation of revenues from external customers for our principal products by reportable segment (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Refining: | |||||||||||||||||||||||
| Gasolines and blendstocks | $ | 15,560 | $ | 8,729 | |||||||||||||||||||
| Distillates | 17,444 | 8,581 | |||||||||||||||||||||
| Other product revenues | 3,809 | 2,159 | |||||||||||||||||||||
| Total refining revenues | 36,813 | 19,469 | |||||||||||||||||||||
| Renewable Diesel: | |||||||||||||||||||||||
| Renewable diesel | 595 | 352 | |||||||||||||||||||||
| Ethanol: | |||||||||||||||||||||||
| Ethanol | 875 | 752 | |||||||||||||||||||||
| Distillers grains | 259 | 233 | |||||||||||||||||||||
| Total ethanol revenues | 1,134 | 985 | |||||||||||||||||||||
| Revenues | $ | 38,542 | $ | 20,806 |
Total assets by reportable segment were as follows (in millions):
| March 31, 2022 | December 31, 2021 | ||||||||||
| Refining | $ | 51,071 | $ | 47,365 | |||||||
| Renewable Diesel | 3,933 | 3,437 | |||||||||
| Ethanol | 1,780 | 1,812 | |||||||||
| Corporate and eliminations | 3,618 | 5,274 | |||||||||
| Total assets | $ | 60,402 | $ | 57,888 |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. SUPPLEMENTAL CASH FLOW INFORMATION
In order to determine net cash provided by (used in) operating activities, net income (loss) is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions):
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Decrease (increase) in current assets: | |||||||||||
| Receivables, net | $ | (2,653) | $ | (2,946) | |||||||
| Inventories | (940) | 175 | |||||||||
| Prepaid expenses and other | (77) | (24) | |||||||||
| Increase (decrease) in current liabilities: | |||||||||||
| Accounts payable | 2,744 | 2,992 | |||||||||
| Accrued expenses | (120) | 105 | |||||||||
| Taxes other than income taxes payable | 36 | (144) | |||||||||
| Income taxes payable | 288 | 26 | |||||||||
| Changes in current assets and current liabilities | $ | (722) | $ | 184 |
Changes in current assets and current liabilities for the three months ended March 31, 2022 were primarily due to the following:
-
The increase in receivables was primarily due to an increase in refined petroleum product prices in March 2022 compared to December 2021;
-
The increase in inventories was primarily due to an increase in inventory unit prices and higher inventory levels in March 2022 compared to December 2021; and
-
The increase in accounts payable was due to an increase in crude oil and other feedstock prices in March 2022 compared to December 2021, partially offset by a decrease in crude oil and other feedstock volumes purchased.
Changes in current assets and current liabilities for the three months ended March 31, 2021 were primarily due to the following:
-
The increase in receivables was primarily due to an increase in refined petroleum product prices in March 2021 compared to December 2020 combined with an increase in sales volumes;
-
The decrease in inventories was primarily due to lower inventory levels in March 2021 compared to December 2020; and
-
The increase in accounts payable was due to an increase in crude oil and other feedstock prices in March 2021 compared to December 2020 combined with an increase in crude oil and other feedstock volumes purchased.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash flows related to interest and income taxes were as follows (in millions):
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Interest paid in excess of amount capitalized, including interest on finance leases | $ | 93 | $ | 103 | |||||||
| Income taxes paid, net | 204 | 36 |
Supplemental cash flow information related to our operating and finance leases was as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Operating Leases | Finance Leases | Operating Leases | Finance Leases | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
| Operating cash flows | $ | 97 | $ | 20 | $ | 100 | $ | 18 | |||||||||||||||
| Financing cash flows | — | 41 | — | 31 | |||||||||||||||||||
| Changes in lease balances resulting from new and modified leases | 79 | 100 | 72 | 7 |
There were no significant noncash investing and financing activities during the three months ended March 31, 2022 and 2021, except as noted in the table above.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following tables present information (in millions) about our assets and liabilities recognized at their fair values in our balance sheets categorized according to the fair value hierarchy of the inputs utilized by us to determine the fair values as of March 31, 2022 and December 31, 2021.
We have elected to offset the fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty, including any related cash collateral assets or obligations as shown below; however, fair value amounts by hierarchy level are presented in the following tables on a gross basis. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.
| March 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Gross Fair Value | Effect of Counter- party Netting | Effect of Cash Collateral Netting | Net Carrying Value on Balance Sheet | Cash Collateral Paid or Received Not Offset | |||||||||||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | 1,815 | $ | — | $ | — | $ | 1,815 | $ | (1,811) | $ | — | $ | 4 | $ | — | |||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 24 | — | 24 | n/a | n/a | 24 | n/a | |||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 48 | — | — | 48 | n/a | n/a | 48 | n/a | |||||||||||||||||||||||||||||||||||||||
| Investments of certain benefit plans | 79 | — | 6 | 85 | n/a | n/a | 85 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,942 | $ | 24 | $ | 6 | $ | 1,972 | $ | (1,811) | $ | — | $ | 161 | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | 2,423 | $ | — | $ | — | $ | 2,423 | $ | (1,811) | $ | (612) | $ | — | $ | (194) | |||||||||||||||||||||||||||||||
| Blending program obligations | — | 18 | — | 18 | n/a | n/a | 18 | n/a | |||||||||||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 2 | — | 2 | n/a | n/a | 2 | n/a | |||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 7 | — | — | 7 | n/a | n/a | 7 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 2,430 | $ | 20 | $ | — | $ | 2,450 | $ | (1,811) | $ | (612) | $ | 27 |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Gross Fair Value | Effect of Counter- party Netting | Effect of Cash Collateral Netting | Net Carrying Value on Balance Sheet | Cash Collateral Paid or Received Not Offset | |||||||||||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | |||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | 522 | $ | — | $ | — | $ | 522 | $ | (444) | $ | (15) | $ | 63 | $ | — | |||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 4 | — | 4 | n/a | n/a | 4 | n/a | |||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 1 | — | — | 1 | n/a | n/a | 1 | n/a | |||||||||||||||||||||||||||||||||||||||
| Investments of certain benefit plans | 83 | — | 6 | 89 | n/a | n/a | 89 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 606 | $ | 4 | $ | 6 | $ | 616 | $ | (444) | $ | (15) | $ | 157 | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | 472 | $ | — | $ | — | $ | 472 | $ | (444) | $ | (28) | $ | — | $ | (41) | |||||||||||||||||||||||||||||||
| Blending program obligations | — | 57 | — | 57 | n/a | n/a | 57 | n/a | |||||||||||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 5 | — | 5 | n/a | n/a | 5 | n/a | |||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 10 | — | — | 10 | n/a | n/a | 10 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 482 | $ | 62 | $ | — | $ | 544 | $ | (444) | $ | (28) | $ | 72 |
A description of our assets and liabilities recognized at fair value along with the valuation methods and inputs we used to develop their fair value measurements are as follows:
-
Commodity derivative contracts consist primarily of exchange-traded futures, which are used to reduce the impact of price volatility on our results of operations and cash flows as discussed in Note 12. These contracts are measured at fair value using a market approach based on quoted prices from the commodity exchange and are categorized in Level 1 of the fair value hierarchy.
-
Physical purchase contracts represent the fair value of fixed-price corn purchase contracts. The fair values of these purchase contracts are measured using a market approach based on quoted prices from the commodity exchange or an independent pricing service and are categorized in Level 2 of the fair value hierarchy.
-
Foreign currency contracts consist of foreign currency exchange and purchase contracts and foreign currency swap agreements related to our foreign operations to manage our exposure to exchange rate fluctuations on transactions denominated in currencies other than the local (functional) currencies of our operations. These contracts are valued based on quoted foreign currency exchange rates and are categorized in Level 1 of the fair value hierarchy.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
-
Investments of certain benefit plans consist of investment securities held by trusts for the purpose of satisfying a portion of our obligations under certain U.S. nonqualified benefit plans. The plan assets categorized in Level 1 of the fair value hierarchy are measured at fair value using a market approach based on quoted prices from national securities exchanges. The plan assets categorized in Level 3 of the fair value hierarchy represent insurance contracts, the fair value of which is provided by the insurer.
-
Blending program obligations represent our liability for the purchase of compliance credits needed to satisfy our blending obligations under various governmental and regulatory blending programs, such as the U.S. Environmental Protection Agency’s (EPA) Renewable Fuel Standard (RFS), the California Low Carbon Fuel Standard, and similar programs in other jurisdictions in which we operate (collectively, the Renewable and Low-Carbon Fuel Blending Programs). The blending program obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based on quoted prices from an independent pricing service.
Nonrecurring Fair Value Measurements
There were no assets or liabilities that were measured at fair value on a nonrecurring basis as of March 31, 2022 and December 31, 2021.
Other Financial Instruments
Financial instruments that we recognize in our balance sheets at their carrying amounts are shown in the following table along with their associated fair values (in millions):
| March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||||||||
| Financial assets: | |||||||||||||||||||||||||||||
| Cash and cash equivalents | Level 1 | $ | 2,638 | $ | 2,638 | $ | 4,122 | $ | 4,122 | ||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||||||||
| Debt (excluding finance lease obligations) | Level 2 | 11,195 | 11,952 | 11,950 | 13,668 |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. PRICE RISK MANAGEMENT ACTIVITIES
General
We are exposed to market risks primarily related to the volatility in the price of commodities, foreign currency exchange rates, and the price of credits needed to comply with the Renewable and Low-Carbon Fuel Blending Programs. We enter into derivative instruments to manage some of these risks, including derivative instruments related to the various commodities we purchase or produce, and foreign currency exchange and purchase contracts, as described below under “Risk Management Activities by Type of Risk.” These derivative instruments are recorded as either assets or liabilities measured at their fair values (see Note 11), as summarized below under “Fair Values of Derivative Instruments.” The effect of these derivative instruments on our income and other comprehensive income (loss) is summarized below under “Effect of Derivative Instruments on Income and Other Comprehensive Income (Loss).”
Risk Management Activities by Type of Risk
Commodity Price Risk
We are exposed to market risks related to the volatility in the price of feedstocks (primarily crude oil, waste and renewable feedstocks, and corn), the products we produce, and natural gas used in our operations. To reduce the impact of price volatility on our results of operations and cash flows, we use commodity derivative instruments, such as futures and options. Our positions in commodity derivative instruments are monitored and managed on a daily basis by our risk control group to ensure compliance with our stated risk management policy that has been approved by our board of directors (Board).
We primarily use commodity derivative instruments as cash flow hedges and economic hedges. Our objectives for entering into each type of hedge is described below.
*•*Cash flow hedges – The objective of our cash flow hedges is to lock in the price of forecasted purchases and/or product sales at existing market prices that we deem favorable.
*•*Economic hedges – Our objectives for holding economic hedges are to (i) manage price volatility in certain feedstock and product inventories and (ii) lock in the price of forecasted purchases and/or product sales at existing market prices that we deem favorable.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of March 31, 2022, we had the following outstanding commodity derivative instruments that were used as cash flow hedges and economic hedges, as well as commodity derivative instruments related to the physical purchase of corn at a fixed price. The information presents the notional volume of outstanding contracts by type of instrument and year of maturity (volumes in thousands of barrels, except corn contracts that are presented in thousands of bushels).
| Notional Contract Volumes by Year of Maturity | ||||||||||||||||||||
| 2022 | 2023 | |||||||||||||||||||
| Derivatives designated as cash flow hedges: | ||||||||||||||||||||
| Refined petroleum products: | ||||||||||||||||||||
| Futures – long | 1,634 | — | ||||||||||||||||||
| Futures – short | 4,617 | — | ||||||||||||||||||
| Derivatives designated as economic hedges: | ||||||||||||||||||||
| Crude oil and refined petroleum products: | ||||||||||||||||||||
| Futures – long | 77,765 | 6 | ||||||||||||||||||
| Futures – short | 79,740 | — | ||||||||||||||||||
| Corn: | ||||||||||||||||||||
| Futures – long | 70,295 | 205 | ||||||||||||||||||
| Futures – short | 119,175 | 1,580 | ||||||||||||||||||
| Physical contracts – long | 46,597 | 1,391 | ||||||||||||||||||
Foreign Currency Risk
We are exposed to exchange rate fluctuations on transactions related to our foreign operations that are denominated in currencies other than the local (functional) currencies of our operations. To manage our exposure to these exchange rate fluctuations, we often use foreign currency contracts. These contracts are not designated as hedging instruments for accounting purposes and therefore are classified as economic hedges. As of March 31, 2022, we had foreign currency contracts to purchase $709 million of U.S. dollars and $3.1 billion of U.S. dollar equivalent Canadian dollars. Of these commitments, $1.8 billion matured on or before April 25, 2022 and the remaining $2.0 billion will mature by June 16, 2022.
Renewable and Low-Carbon Fuel Blending Programs Price Risk
We are exposed to market risk related to the volatility in the price of credits needed to comply with the Renewable and Low-Carbon Fuel Blending Programs. To manage this risk, we enter into contracts to purchase these credits. Some of these contracts are derivative instruments; however, we elect the normal purchase exception and do not record these contracts at their fair values. The Renewable and Low-Carbon Fuel Blending Programs require us to blend a certain volume of renewable and low-carbon fuels into the petroleum-based transportation fuels we produce in, or import into, the respective jurisdiction to be consumed therein based on annual quotas. To the degree we are unable to blend at the required quotas, we must purchase compliance credits (primarily renewable identification numbers (RINs)). For the three months ended March 31, 2022 and 2021, the cost of meeting our credit obligations under the Renewable and Low-Carbon Fuel Blending Programs was $302 million and $395 million, respectively, which are reflected in cost of materials and other.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair Values of Derivative Instruments
The following tables provide information about the fair values of our derivative instruments as of March 31, 2022 and December 31, 2021 (in millions) and the line items in the balance sheets in which the fair values are reflected. See Note 11 for additional information related to the fair values of our derivative instruments.
As indicated in Note 11, we net fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty under master netting arrangements, including cash collateral assets and obligations. The following table, however, is presented on a gross asset and gross liability basis, which results in the reflection of certain assets in liability accounts and certain liabilities in asset accounts:
| Balance Sheet Location | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||
| Asset Derivatives | Liability Derivatives | Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||
| Commodity contracts | Receivables, net | $ | 94 | $ | 220 | $ | 3 | $ | 26 | ||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||
| Commodity contracts | Receivables, net | $ | 1,721 | $ | 2,203 | $ | 519 | $ | 446 | ||||||||||||||||||||
| Physical purchase contracts | Inventories | 24 | 2 | 4 | 5 | ||||||||||||||||||||||||
| Foreign currency contracts | Receivables, net | 48 | — | 1 | — | ||||||||||||||||||||||||
| Foreign currency contracts | Accrued expenses | — | 7 | — | 10 | ||||||||||||||||||||||||
| Total | $ | 1,793 | $ | 2,212 | $ | 524 | $ | 461 |
Market Risk
Our price risk management activities involve the receipt or payment of fixed price commitments into the future. These transactions give rise to market risk, which is the risk that future changes in market conditions may make an instrument less valuable. We closely monitor and manage our exposure to market risk on a daily basis in accordance with policies approved by our Board. Market risks are monitored by our risk control group to ensure compliance with our stated risk management policy. We do not require any collateral or other security to support derivative instruments into which we enter. We also do not have any derivative instruments that require us to maintain a minimum investment-grade credit rating.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Effect of Derivative Instruments on Income and Other Comprehensive Income (Loss)
The following table provides information about the loss recognized in income and other comprehensive income (loss) due to fair value adjustments of our cash flow hedges (in millions):
| Derivatives in Cash Flow Hedging Relationships | Location of Gain (Loss) Recognized in Income on Derivatives | Three Months Ended March 31, | |||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Commodity contracts: | |||||||||||||||||||||||||||||||||||
| Loss recognized in other comprehensive income (loss) on derivatives | n/a | $ | (164) | $ | (13) | ||||||||||||||||||||||||||||||
| Loss reclassified from accumulated other comprehensive loss into income | Revenues | (119) | (23) | ||||||||||||||||||||||||||||||||
For cash flow hedges, no component of any derivative instrument’s gains or losses was excluded from the assessment of hedge effectiveness for the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022 and 2021, cash flow hedges primarily related to forward sales of renewable diesel. The estimated deferred after-tax loss that is expected to be reclassified into revenues over the next 12 months as a result of the hedged transactions that are forecasted to occur as of March 31, 2022 was immaterial. For the three months ended March 31, 2022 and 2021, there were no amounts reclassified from accumulated other comprehensive loss into income as a result of the discontinuance of cash flow hedge accounting. The changes in accumulated other comprehensive loss by component, net of tax, for the three months ended March 31, 2022 and 2021 are described in Note 5.
The following table provides information about the gain (loss) recognized in income on our derivative instruments with respect to our economic hedges and our foreign currency hedges and the line items in the statements of income in which such gains (losses) are reflected (in millions):
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in Income on Derivatives | Three Months Ended March 31, | |||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Commodity contracts | Revenues | $ | (4) | $ | 7 | ||||||||||||||||||||||||||||||
| Commodity contracts | Cost of materials and other | (595) | (78) | ||||||||||||||||||||||||||||||||
| Commodity contracts | Operating expenses (excluding depreciation and amortization expense) | 3 | 1 | ||||||||||||||||||||||||||||||||
| Foreign currency contracts | Cost of materials and other | (2) | (8) | ||||||||||||||||||||||||||||||||
| Foreign currency contracts | Other income (expense), net | 34 | 30 |
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