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, 2023 | December 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 5,521 | $ | 4,862 | |||||||
| Receivables, net | 9,688 | 11,919 | |||||||||
| Inventories | 7,455 | 6,752 | |||||||||
| Prepaid expenses and other | 671 | 600 | |||||||||
| Total current assets | 23,335 | 24,133 | |||||||||
| Property, plant, and equipment, at cost | 50,828 | 50,576 | |||||||||
| Accumulated depreciation | (20,048) | (19,598) | |||||||||
| Property, plant, and equipment, net | 30,780 | 30,978 | |||||||||
| Deferred charges and other assets, net | 6,062 | 5,871 | |||||||||
| Total assets | $ | 60,177 | $ | 60,982 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of debt and finance lease obligations | $ | 1,258 | $ | 1,109 | |||||||
| Accounts payable | 10,498 | 12,728 | |||||||||
| Accrued expenses | 1,168 | 1,215 | |||||||||
| Taxes other than income taxes payable | 1,574 | 1,568 | |||||||||
| Income taxes payable | 867 | 841 | |||||||||
| Total current liabilities | 15,365 | 17,461 | |||||||||
| Debt and finance lease obligations, less current portion | 10,173 | 10,526 | |||||||||
| Deferred income tax liabilities | 5,280 | 5,217 | |||||||||
| Other long-term liabilities | 2,292 | 2,310 | |||||||||
| 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 | 6,877 | 6,863 | |||||||||
| Treasury stock, at cost; 311,978,678 and 301,372,958 common shares | (21,637) | (20,197) | |||||||||
| Retained earnings | 40,935 | 38,247 | |||||||||
| Accumulated other comprehensive loss | (1,205) | (1,359) | |||||||||
| Total Valero Energy Corporation stockholders’ equity | 24,977 | 23,561 | |||||||||
| Noncontrolling interests | 2,090 | 1,907 | |||||||||
| Total equity | 27,067 | 25,468 | |||||||||
| Total liabilities and equity | $ | 60,177 | $ | 60,982 |
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, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Revenues (a) | $ | 36,439 | $ | 38,542 | |||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Cost of materials and other | 30,005 | 34,949 | |||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense reflected below) | 1,477 | 1,379 | |||||||||||||||||||||
| Depreciation and amortization expense | 650 | 595 | |||||||||||||||||||||
| Total cost of sales | 32,132 | 36,923 | |||||||||||||||||||||
| Other operating expenses | 10 | 19 | |||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense reflected below) | 244 | 205 | |||||||||||||||||||||
| Depreciation and amortization expense | 10 | 11 | |||||||||||||||||||||
| Operating income | 4,043 | 1,384 | |||||||||||||||||||||
| Other income (expense), net | 129 | (20) | |||||||||||||||||||||
| Interest and debt expense, net of capitalized interest | (146) | (145) | |||||||||||||||||||||
| Income before income tax expense | 4,026 | 1,219 | |||||||||||||||||||||
| Income tax expense | 880 | 252 | |||||||||||||||||||||
| Net income | 3,146 | 967 | |||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 79 | 62 | |||||||||||||||||||||
| Net income attributable to Valero Energy Corporation stockholders | $ | 3,067 | $ | 905 | |||||||||||||||||||
| Earnings per common share | $ | 8.30 | $ | 2.21 | |||||||||||||||||||
| Weighted-average common shares outstanding (in millions) | 369 | 408 | |||||||||||||||||||||
| Earnings per common share – assuming dilution | $ | 8.29 | $ | 2.21 | |||||||||||||||||||
| Weighted-average common shares outstanding – assuming dilution (in millions) | 369 | 408 | |||||||||||||||||||||
| __________________________ | |||||||||||||||||||||||
| Supplemental information: | |||||||||||||||||||||||
| (a) Includes excise taxes on sales by certain of our foreign operations | $ | 1,422 | $ | 1,423 |
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions of dollars)
(unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Net income | $ | 3,146 | $ | 967 | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | 134 | 13 | |||||||||||||||||||||
| Net gain (loss) on pension and other postretirement benefits | (7) | 8 | |||||||||||||||||||||
| Net gain (loss) on cash flow hedges | 57 | (45) | |||||||||||||||||||||
| Other comprehensive income (loss) before income tax expense | 184 | (24) | |||||||||||||||||||||
| Income tax expense related to items of other comprehensive income (loss) | 1 | — | |||||||||||||||||||||
| Other comprehensive income (loss) | 183 | (24) | |||||||||||||||||||||
| Comprehensive income | 3,329 | 943 | |||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | 108 | 39 | |||||||||||||||||||||
| Comprehensive income attributable to Valero Energy Corporation stockholders | $ | 3,221 | $ | 904 |
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, 2022 | $ | 7 | $ | 6,863 | $ | (20,197) | $ | 38,247 | $ | (1,359) | $ | 23,561 | $ | 1,907 | $ | 25,468 | |||||||||||||||||||||||||||||||
| Net income | — | — | — | 3,067 | — | 3,067 | 79 | 3,146 | |||||||||||||||||||||||||||||||||||||||
| Dividends on common stock ($1.02 per share) | — | — | — | (379) | — | (379) | — | (379) | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 39 | — | — | — | 39 | — | 39 | |||||||||||||||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | (25) | 25 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchases of common stock for treasury | — | — | (1,465) | — | — | (1,465) | — | (1,465) | |||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | 75 | 75 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 154 | 154 | 29 | 183 | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2023 | $ | 7 | $ | 6,877 | $ | (21,637) | $ | 40,935 | $ | (1,205) | $ | 24,977 | $ | 2,090 | $ | 27,067 | |||||||||||||||||||||||||||||||
| 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) | 27 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Purchases of common stock for treasury | — | — | (144) | — | — | (144) | — | (144) | |||||||||||||||||||||||||||||||||||||||
| 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 |
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions of dollars)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 3,146 | $ | 967 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | 660 | 606 | |||||||||
| Loss (gain) on early retirement of debt, net | (11) | 50 | |||||||||
| Deferred income tax expense (benefit) | 54 | (234) | |||||||||
| Changes in current assets and current liabilities | (534) | (722) | |||||||||
| Changes in deferred charges and credits and other operating activities, net | (145) | (79) | |||||||||
| Net cash provided by operating activities | 3,170 | 588 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures (excluding variable interest entities (VIEs)) | (175) | (152) | |||||||||
| Capital expenditures of VIEs: | |||||||||||
| Diamond Green Diesel Holdings LLC (DGD) | (90) | (219) | |||||||||
| Other VIEs | — | (13) | |||||||||
| Deferred turnaround and catalyst cost expenditures (excluding VIEs) | (235) | (453) | |||||||||
| Deferred turnaround and catalyst cost expenditures of DGD | (24) | (6) | |||||||||
| Purchases of available-for-sale (AFS) debt securities | (100) | — | |||||||||
| Proceeds from sales and maturities of AFS debt securities | 71 | — | |||||||||
| Other investing activities, net | 4 | 2 | |||||||||
| Net cash used in investing activities | (549) | (841) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt issuances and borrowings (excluding VIEs) | 750 | 939 | |||||||||
| Proceeds from borrowings of VIEs: | |||||||||||
| DGD | 150 | 99 | |||||||||
| Other VIEs | 14 | 28 | |||||||||
| Repayments of debt and finance lease obligations (excluding VIEs) | (973) | (1,738) | |||||||||
| Repayments of debt and finance lease obligations of VIEs: | |||||||||||
| DGD | (156) | (102) | |||||||||
| Other VIEs | (22) | (16) | |||||||||
| Premiums paid on early retirement of debt | (5) | (48) | |||||||||
| Purchases of common stock for treasury | (1,451) | (144) | |||||||||
| Common stock dividend payments | (379) | (401) | |||||||||
| Contributions from noncontrolling interests | 75 | 165 | |||||||||
| Other financing activities, net | (1) | (10) | |||||||||
| Net cash used in financing activities | (1,998) | (1,228) | |||||||||
| Effect of foreign exchange rate changes on cash | 36 | (3) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 659 | (1,484) | |||||||||
| Cash and cash equivalents at beginning of period | 4,862 | 4,122 | |||||||||
| Cash and cash equivalents at end of period | $ | 5,521 | $ | 2,638 |
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 interim unaudited financial statements have been prepared in conformity 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, these interim unaudited financial statements reflect all adjustments considered necessary for a fair statement of our results for the interim period presented. All such adjustments are of a normal recurring nature unless disclosed otherwise. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These interim unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2022.
The balance sheet as of December 31, 2022 has been derived from our audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2022.
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 these interim unaudited 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.
2. UNCERTAINTY
In September 2022, California adopted Senate Bill No. 1322 (SB 1322), which requires refineries in California to report monthly on the volume and cost of the crude oil they buy, the quantity and price of the wholesale gasoline they sell, and the gross gasoline margin per barrel, among other information. The provisions of SB 1322 were effective January 2023, and we began the required monthly reporting for our two California refineries at that time.
In March 2023, California adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, SBx 1-2), which, among other things, (i) authorizes the establishment of a maximum gross gasoline refining margin (max margin) and the imposition of a financial penalty for profits above a max margin, (ii) significantly expands the reporting obligations under SB 1322 and the
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Petroleum Industry Information Reporting Act of 1980, which include reporting requirements to the California Energy Commission (CEC) for all participants in the petroleum industry supply chain in California (e.g., refiners, marketers, importers, transporters, terminals, producers, renewables producers, pipelines, and ports), (iii) creates the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorizes the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances. The provisions of SBx 1-2 are expected to become effective June 26, 2023. The CEC has not yet undertaken rulemaking with respect to SBx 1-2, including the establishment of any max margin, the imposition of a financial penalty, restrictions on turnaround and maintenance activities, or determining the format and manner in which the increased data is to be reported, and it is uncertain when or whether any such rulemaking will occur. The increased reporting is substantial, requiring 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 addition, the required operational data will include our plans for turnaround and maintenance activities at our two California refineries and how we expect to address the potential impacts on feedstock and product inventories in California as a result of such turnaround and maintenance activities.
We are reviewing and analyzing the provisions of SBx 1-2 and the possible impacts to our refining and marketing operations in California. 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 any restrictions or delays on our ability to undertake turnaround or maintenance activities creates uncertainty due to the potential adverse effects on us. Any adverse effects on our operations or financial performance in California could indicate that the carrying value of our assets in California is not recoverable, which would result in an impairment loss that could be material. In addition, if the circumstances that trigger an impairment loss result in a reduction in the estimated useful lives of the assets, we may be required to recognize an asset retirement obligation that could be material. Other jurisdictions are contemplating similarly focused legislation or actions.
The ultimate timing and impacts of SBx 1-2 and any other similarly focused legislation or actions are subject to considerable uncertainty due to a number of factors, including technological and economic feasibility, legal challenges, and potential changes in law, regulation, or policy, and it is not currently possible to predict the ultimate effects of these matters and developments on us.
3. INVENTORIES
Inventories consisted of the following (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Refinery feedstocks | $ | 1,820 | $ | 1,949 | |||||||
| Refined petroleum products and blendstocks | 4,120 | 3,579 | |||||||||
| Renewable diesel feedstocks and products | 827 | 583 | |||||||||
| Ethanol feedstocks and products | 366 | 328 | |||||||||
| Materials and supplies | 322 | 313 | |||||||||
| Inventories | $ | 7,455 | $ | 6,752 |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of March 31, 2023 and December 31, 2022, the replacement cost (market value) of last-in, first-out (LIFO) inventories exceeded their LIFO carrying amounts by $6.0 billion and $6.3 billion, respectively. Our non-LIFO inventories accounted for $1.3 billion and $1.6 billion of our total inventories as of March 31, 2023 and December 31, 2022, respectively.
4. DEBT
Public Debt
In February 2023, we used cash on hand to purchase and retire a portion of the following notes (in millions):
| Debt Purchased and Retired | Principal Amount | |||||||
| 6.625% Senior Notes due 2037 | $ | 62 | ||||||
| 3.650% Senior Notes due 2051 | 26 | |||||||
| 4.000% Senior Notes due 2052 | 45 | |||||||
| Various other Valero and Valero Energy Partners (VLP) Senior Notes | 66 | |||||||
| Total | $ | 199 |
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 purchase and retire a portion of the following notes in connection with cash tender offers that we publicly announced and completed in February 2022 (in millions):
| Debt Purchased 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 |
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, 2023 | |||||||||||||||||||||||||||||
| Facility Amount | Maturity Date | Outstanding Borrowings | Letters of Credit Issued (a) | Availability | |||||||||||||||||||||||||
| Committed facilities: | |||||||||||||||||||||||||||||
| Valero Revolver | $ | 4,000 | November 2027 | $ | — | $ | 6 | $ | 3,994 | ||||||||||||||||||||
| Canadian Revolver | C$ | 150 | November 2023 | C$ | — | C$ | 5 | C$ | 145 | ||||||||||||||||||||
| Accounts receivable sales facility | $ | 1,300 | July 2023 | $ | — | n/a | $ | 1,300 | |||||||||||||||||||||
| Committed facilities of VIEs (b): | |||||||||||||||||||||||||||||
| DGD Revolver (c) | $ | 400 | March 2024 | $ | 100 | $ | 75 | $ | 225 | ||||||||||||||||||||
| DGD Loan Agreement (d) | $ | 25 | April 2023 | $ | 25 | n/a | $ | — | |||||||||||||||||||||
| IEnova Revolver (e) | $ | 830 | February 2028 | $ | 710 | n/a | $ | 120 | |||||||||||||||||||||
| Uncommitted facilities: | |||||||||||||||||||||||||||||
| Letter of credit facilities | n/a | n/a | n/a | $ | 158 | n/a |
(a)Letters of credit issued as of March 31, 2023 expire at various times in 2023 through 2024.
(b)Creditors of the VIEs do not have recourse against us.
(c)The variable interest rate on the DGD Revolver was 6.460 percent and 5.880 percent as of March 31, 2023 and December 31, 2022, respectively.
(d)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 7.173 percent and 6.672 percent as of March 31, 2023 and December 31, 2022, respectively. We expect this facility to be renewed prior to its maturity date.
(e)The variable interest rate on the IEnova Revolver was 8.443 percent and 7.393 percent as of March 31, 2023 and December 31, 2022, respectively.
Activity under our credit facilities was as follows (in millions):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Borrowings: | |||||||||||
| Accounts receivable sales facility | $ | 750 | $ | 300 | |||||||
| DGD Revolver | 150 | 99 | |||||||||
| IEnova Revolver | 14 | 28 | |||||||||
| Repayments: | |||||||||||
| Accounts receivable sales facility | (750) | (300) | |||||||||
| DGD Revolver | (150) | (99) | |||||||||
| IEnova Revolver | (21) | (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, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Interest and debt expense | $ | 152 | $ | 157 | |||||||||||||||||||
| Less: Capitalized interest | 6 | 12 | |||||||||||||||||||||
| Interest and debt expense, net of capitalized interest | $ | 146 | $ | 145 | |||||||||||||||||||
5. EQUITY
Treasury Stock
We purchase shares of our outstanding common stock as authorized by our board of directors (Board), including under share purchase programs (described below) and with respect to our employee stock-based compensation plans.
During the three months ended March 31, 2023 and 2022, we purchased for treasury 10,993,341 shares and 1,545,873 shares, respectively. On October 26, 2022, our Board authorized our purchase of up to $2.5 billion of our outstanding common stock with no expiration date (the October 2022 Program). On February 23, 2023, our Board authorized our purchase of up to an additional $2.5 billion of our outstanding common stock with no expiration date (the 2023 Program),which is in addition to the amount remaining under the October 2022 Program. As of March 31, 2023, we had $899 million remaining available for purchase under the October 2022 Program and $2.5 billion available for purchase under the 2023 Program.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| 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 | $ | (1,168) | $ | (183) | $ | (8) | $ | (1,359) | $ | (562) | $ | (441) | $ | (5) | $ | (1,008) | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 137 | — | 37 | 174 | 13 | (3) | (64) | (54) | |||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | (7) | (15) | (22) | — | 7 | 46 | 53 | |||||||||||||||||||||||||||||||||||||||
| Effect of exchange rates | — | 2 | — | 2 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 137 | (5) | 22 | 154 | 13 | 4 | (18) | (1) | |||||||||||||||||||||||||||||||||||||||
| Balance as of end of period | $ | (1,031) | $ | (188) | $ | 14 | $ | (1,205) | $ | (549) | $ | (437) | $ | (23) | $ | (1,009) |
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, 2023, the significant consolidated VIEs included:
-
DGD, a joint venture with a subsidiary of Darling Ingredients Inc. that owns and operates two plants that process waste and renewable feedstocks (predominately animal fats, used cooking oils, and inedible distillers corn oils) into renewable diesel and renewable naphtha; 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.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents 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, 2023 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 92 | $ | — | $ | 26 | $ | 118 | |||||||||||||||
| Other current assets | 1,246 | 10 | 32 | 1,288 | |||||||||||||||||||
| Property, plant, and equipment, net | 3,759 | 676 | 77 | 4,512 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Current liabilities, including current portion of debt and finance lease obligations | $ | 443 | $ | 748 | $ | 7 | $ | 1,198 | |||||||||||||||
| Debt and finance lease obligations, less current portion | 686 | — | 12 | 698 | |||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 133 | $ | — | $ | 16 | $ | 149 | |||||||||||||||
| Other current assets | 1,106 | 7 | 32 | 1,145 | |||||||||||||||||||
| Property, plant, and equipment, net | 3,785 | 681 | 79 | 4,545 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Current liabilities, including current portion of debt and finance lease obligations | $ | 626 | $ | 737 | $ | 21 | $ | 1,384 | |||||||||||||||
| Debt and finance lease obligations, less current portion | 693 | — | — | 693 |
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.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Three months ended March 31 | |||||||||||||||||||||||
| Service cost | $ | 28 | $ | 38 | $ | 1 | $ | 2 | |||||||||||||||
| Interest cost | 30 | 21 | 3 | 2 | |||||||||||||||||||
| Expected return on plan assets | (50) | (48) | — | — | |||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Net actuarial (gain) loss | (2) | 13 | (1) | — | |||||||||||||||||||
| Prior service credit | (5) | (4) | (1) | (1) | |||||||||||||||||||
| Net periodic benefit cost | $ | 1 | $ | 20 | $ | 2 | $ | 3 |
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 PER COMMON SHARE
Earnings per common share was computed as follows (dollars and shares in millions, except per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Net income attributable to Valero stockholders | $ | 3,067 | $ | 905 | |||||||||||||||||||
| Less: Income allocated to participating securities | 10 | 3 | |||||||||||||||||||||
| Net income available to common stockholders | $ | 3,057 | $ | 902 | |||||||||||||||||||
| Weighted-average common shares outstanding | 369 | 408 | |||||||||||||||||||||
| Earnings per common share | $ | 8.30 | $ | 2.21 | |||||||||||||||||||
| Earnings per common share – assuming dilution: | |||||||||||||||||||||||
| Net income attributable to Valero stockholders | $ | 3,067 | $ | 905 | |||||||||||||||||||
| Less: Income allocated to participating securities | 10 | 3 | |||||||||||||||||||||
| Net income available to common stockholders | $ | 3,057 | $ | 902 | |||||||||||||||||||
| Weighted-average common shares outstanding | 369 | 408 | |||||||||||||||||||||
| Effect of dilutive securities | — | — | |||||||||||||||||||||
| Weighted-average common shares outstanding – assuming dilution | 369 | 408 | |||||||||||||||||||||
| Earnings per common share – assuming dilution | $ | 8.29 | $ | 2.21 |
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.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Contract Balances
Contract balances were as follows (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||||||||
| Receivables from contracts with customers, included in receivables, net | $ | 6,073 | $ | 7,189 | |||||||||||||
| Contract liabilities, included in accrued expenses | 45 | 129 |
During the three months ended March 31, 2023 and 2022, we recognized as revenue $120 million and $69 million that was included in contract liabilities as of December 31, 2022 and 2021, 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, 2023, 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 and renewable
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
naphtha. The principal products manufactured by DGD and sold by this segment are renewable diesel and renewable naphtha. 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.
Operations that are not included in any of the reportable segments are included in the corporate category.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables reflect information about our operating income by reportable segment (in millions):
| Refining | Renewable Diesel | Ethanol | Corporate and Eliminations | Total | |||||||||||||||||||||||||
| Three months ended March 31, 2023 | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Revenues from external customers | $ | 34,407 | $ | 935 | $ | 1,097 | $ | — | $ | 36,439 | |||||||||||||||||||
| Intersegment revenues | 3 | 745 | 223 | (971) | — | ||||||||||||||||||||||||
| Total revenues | 34,410 | 1,680 | 1,320 | (971) | 36,439 | ||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Cost of materials and other (a) | 28,510 | 1,331 | 1,131 | (967) | 30,005 | ||||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense reflected below) | 1,261 | 86 | 130 | — | 1,477 | ||||||||||||||||||||||||
| Depreciation and amortization expense | 572 | 58 | 20 | — | 650 | ||||||||||||||||||||||||
| Total cost of sales | 30,343 | 1,475 | 1,281 | (967) | 32,132 | ||||||||||||||||||||||||
| Other operating expenses | 10 | — | — | — | 10 | ||||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense reflected below) | — | — | — | 244 | 244 | ||||||||||||||||||||||||
| Depreciation and amortization expense | — | — | — | 10 | 10 | ||||||||||||||||||||||||
| Operating income by segment | $ | 4,057 | $ | 205 | $ | 39 | $ | (258) | $ | 4,043 | |||||||||||||||||||
| 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 |
(a)Cost of materials and other for our Renewable Diesel segment is net of the blender’s tax credit on qualified fuel mixtures of $246 million and $156 million for the three months ended March 31, 2023 and 2022, 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, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Refining: | |||||||||||||||||||||||
| Gasolines and blendstocks | $ | 15,048 | $ | 15,560 | |||||||||||||||||||
| Distillates | 16,838 | 17,444 | |||||||||||||||||||||
| Other product revenues | 2,521 | 3,809 | |||||||||||||||||||||
| Total refining revenues | 34,407 | 36,813 | |||||||||||||||||||||
| Renewable Diesel: | |||||||||||||||||||||||
| Renewable diesel | 876 | 595 | |||||||||||||||||||||
| Renewable naphtha | 59 | — | |||||||||||||||||||||
| Total Renewable Diesel revenues | 935 | 595 | |||||||||||||||||||||
| Ethanol: | |||||||||||||||||||||||
| Ethanol | 763 | 875 | |||||||||||||||||||||
| Distillers grains | 334 | 259 | |||||||||||||||||||||
| Total ethanol revenues | 1,097 | 1,134 | |||||||||||||||||||||
| Revenues | $ | 36,439 | $ | 38,542 |
Total assets by reportable segment were as follows (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Refining | $ | 46,852 | $ | 48,484 | |||||||
| Renewable Diesel | 5,390 | 5,217 | |||||||||
| Ethanol | 1,628 | 1,551 | |||||||||
| Corporate and eliminations | 6,307 | 5,730 | |||||||||
| Total assets | $ | 60,177 | $ | 60,982 |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. SUPPLEMENTAL CASH FLOW INFORMATION
In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Decrease (increase) in current assets: | |||||||||||
| Receivables, net | $ | 2,381 | $ | (2,653) | |||||||
| Inventories | (641) | (940) | |||||||||
| Prepaid expenses and other | (37) | (77) | |||||||||
| Increase (decrease) in current liabilities: | |||||||||||
| Accounts payable | (2,269) | 2,744 | |||||||||
| Accrued expenses | (61) | (120) | |||||||||
| Taxes other than income taxes payable | (23) | 36 | |||||||||
| Income taxes payable | 116 | 288 | |||||||||
| Changes in current assets and current liabilities | $ | (534) | $ | (722) |
Changes in current assets and current liabilities for the three months ended March 31, 2023 were primarily due to the following:
-
The decrease in receivables was primarily due to a decrease in sales volumes in March 2023 compared to December 2022;
-
The increase in inventories was due to an increase in inventory volumes valued at higher unit prices; and
-
The decrease in accounts payable was due to a decrease in crude oil and other feedstock volumes purchased combined with a decrease in related prices in March 2023 compared to December 2022.
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.
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, | |||||||||||
| 2023 | 2022 | ||||||||||
| Interest paid in excess of amount capitalized, including interest on finance leases | $ | 82 | $ | 93 | |||||||
| Income taxes paid, net | 616 | 204 |
Supplemental cash flow information related to our operating and finance leases was as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Operating Leases | Finance Leases | Operating Leases | Finance Leases | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
| Operating cash flows | $ | 102 | $ | 27 | $ | 97 | $ | 20 | |||||||||||||||
| Financing cash flows | — | 49 | — | 41 | |||||||||||||||||||
| Changes in lease balances resulting from new and modified leases | 67 | 47 | 79 | 100 |
There were no significant noncash investing and financing activities during the three months ended March 31, 2023 or 2022, 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, 2023 and December 31, 2022.
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, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 | $ | 616 | $ | — | $ | — | $ | 616 | $ | (425) | $ | (74) | $ | 117 | $ | — | |||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 2 | — | 2 | n/a | n/a | 2 | n/a | |||||||||||||||||||||||||||||||||||||||
| Investments of certain benefit plans | 71 | — | 6 | 77 | n/a | n/a | 77 | n/a | |||||||||||||||||||||||||||||||||||||||
| Investments in AFS debt securities | 85 | 139 | — | 224 | n/a | n/a | 224 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 772 | $ | 141 | $ | 6 | $ | 919 | $ | (425) | $ | (74) | $ | 420 | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | 425 | $ | — | $ | — | $ | 425 | $ | (425) | $ | — | $ | — | $ | (1) | |||||||||||||||||||||||||||||||
| Blending program obligations | — | 46 | — | 46 | n/a | n/a | 46 | n/a | |||||||||||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 5 | — | 5 | n/a | n/a | 5 | n/a | |||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 9 | — | — | 9 | n/a | n/a | 9 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 434 | $ | 51 | $ | — | $ | 485 | $ | (425) | $ | — | $ | 60 |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| December 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 | $ | 830 | $ | — | $ | — | $ | 830 | $ | (705) | $ | (8) | $ | 117 | $ | — | |||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 4 | — | 4 | n/a | n/a | 4 | n/a | |||||||||||||||||||||||||||||||||||||||
| Investments of certain benefit plans | 72 | — | 6 | 78 | n/a | n/a | 78 | n/a | |||||||||||||||||||||||||||||||||||||||
| Investments in AFS debt securities | 56 | 165 | — | 221 | n/a | n/a | 221 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 958 | $ | 169 | $ | 6 | $ | 1,133 | $ | (705) | $ | (8) | $ | 420 | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Commodity derivative contracts | $ | 705 | $ | — | $ | — | $ | 705 | $ | (705) | $ | — | $ | — | $ | (149) | |||||||||||||||||||||||||||||||
| Blending program obligations | — | 55 | — | 55 | n/a | n/a | 55 | n/a | |||||||||||||||||||||||||||||||||||||||
| Physical purchase contracts | — | 4 | — | 4 | n/a | n/a | 4 | n/a | |||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | 2 | — | — | 2 | n/a | n/a | 2 | n/a | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 707 | $ | 59 | $ | — | $ | 766 | $ | (705) | $ | — | $ | 61 |
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.
-
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.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
- Investments in AFS debt securities consist primarily of commercial paper and U.S. government treasury bills and have maturities within one year. The securities were reflected in the following balance sheet line items, depending on their original maturities when acquired (in millions):
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 7 | $ | 91 | $ | 98 | $ | — | $ | 125 | $ | 125 | |||||||||||||||||||||||
| Prepaid expenses and other | 78 | 48 | 126 | 56 | 40 | 96 | |||||||||||||||||||||||||||||
| Investments in AFS debt securities | $ | 85 | $ | 139 | $ | 224 | $ | 56 | $ | 165 | $ | 221 |
The securities categorized in Level 1 are measured at fair value using a market approach based on quoted prices from national securities exchanges, and the securities categorized in Level 2 are measured at fair value using a market approach based on quoted prices from independent pricing services. The amortized cost basis of the securities approximates fair value. Realized and unrealized gains and losses were de minimis for the three months ended March 31, 2023 and the year ended December 31, 2022.
-
Blending program obligations represent our liability for the purchase of compliance credits needed to satisfy our blending obligations under various government and regulatory blending programs, such as the U.S. Environmental Protection Agency’s (EPA) Renewable Fuel Standard (RFS), the California Low Carbon Fuel Standard, the Canada Clean Fuel Regulations, and similar programs in other jurisdictions in which we operate (collectively, the Renewable and Low-Carbon Fuel 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.
-
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.
Nonrecurring Fair Value Measurements
As previously disclosed in our annual report on Form 10-K for the year ended December 31, 2022, we concluded that our ethanol plant located in Lakota, Iowa (Lakota ethanol plant) was impaired as of December 31, 2022, which resulted in an asset impairment loss of $61 million. The fair value of the Lakota ethanol plant was determined using a combination of the income and market approaches and was classified in Level 3. We employed a probability-weighted approach to possible future cash flow scenarios, including the use of peer company metrics and comparison to a recent sales transaction.
There were no assets or liabilities that were measured at fair value on a nonrecurring basis as of March 31, 2023 and December 31, 2022, except as noted above.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Instruments
Our financial instruments include cash and cash equivalents, investments in AFS debt securities, receivables, payables, debt obligations, operating and finance lease obligations, commodity derivative contracts, and foreign currency contracts. The estimated fair values of cash and cash equivalents, receivables, payables, and operating and finance lease obligations approximate their carrying amounts; the carrying value and fair value of debt is shown in the table below (in millions).
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||||||||
| Debt (excluding finance lease obligations) | Level 2 | $ | 9,037 | $ | 8,862 | $ | 9,241 | $ | 8,902 |
Investments in AFS debt securities, commodity derivative contracts, and foreign currency contracts are recognized at their fair values as shown in “Recurring Fair Value Measurements” above.
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 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.
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.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
*•*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.
As of March 31, 2023, 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 | ||||||||||||||||||||
| 2023 | 2024 | |||||||||||||||||||
| Derivatives designated as cash flow hedges: | ||||||||||||||||||||
| Refined petroleum products: | ||||||||||||||||||||
| Futures – long | 3,596 | — | ||||||||||||||||||
| Futures – short | 10,298 | — | ||||||||||||||||||
| Derivatives designated as economic hedges: | ||||||||||||||||||||
| Crude oil and refined petroleum products: | ||||||||||||||||||||
| Futures – long | 63,657 | 1 | ||||||||||||||||||
| Futures – short | 66,797 | — | ||||||||||||||||||
| Corn: | ||||||||||||||||||||
| Futures – long | 74,645 | 20 | ||||||||||||||||||
| Futures – short | 117,265 | 410 | ||||||||||||||||||
| Physical contracts – long | 36,409 | 388 | ||||||||||||||||||
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, 2023, we had foreign currency contracts to purchase $561 million of U.S. dollars. Of these commitments, $526 million matured on or before April 25, 2023 and the remaining $35 million will mature by April 28, 2023.
Renewable and Low-Carbon Fuel 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 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 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
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
purchase compliance credits (primarily Renewable Identification Numbers (RINs)). The cost of meeting our credit obligations under the Renewable and Low-Carbon Fuel Programs was $413 million and $302 million for the three months ended March 31, 2023 and 2022, respectively. These amounts are reflected in cost of materials and other.
Fair Values of Derivative Instruments
The following table provides information about the fair values of our derivative instruments as of March 31, 2023 and December 31, 2022 (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, 2023 | December 31, 2022 | |||||||||||||||||||||||||||
| Asset Derivatives | Liability Derivatives | Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||
| Commodity contracts | Receivables, net | $ | 117 | $ | 42 | $ | 61 | $ | 44 | ||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||
| Commodity contracts | Receivables, net | $ | 499 | $ | 383 | $ | 769 | $ | 661 | ||||||||||||||||||||
| Physical purchase contracts | Inventories | 2 | 5 | 4 | 4 | ||||||||||||||||||||||||
| Foreign currency contracts | Receivables, net | — | — | — | — | ||||||||||||||||||||||||
| Foreign currency contracts | Accrued expenses | — | 9 | — | 2 | ||||||||||||||||||||||||
| Total | $ | 501 | $ | 397 | $ | 773 | $ | 667 |
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 gain (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, | |||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Commodity contracts: | |||||||||||||||||||||||||||||||||||
| Gain (loss) recognized in other comprehensive income (loss) | n/a | $ | 95 | $ | (164) | ||||||||||||||||||||||||||||||
| Gain (loss) reclassified from accumulated other comprehensive loss into income | Revenues | 38 | (119) | ||||||||||||||||||||||||||||||||
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, 2023 and 2022. For the three months ended March 31, 2023 and 2022, cash flow hedges primarily related to forward sales of renewable diesel. The estimated deferred after-tax gain that is expected to be reclassified into revenues within the next 12 months as a result of the hedged transactions that are forecasted to occur as of March 31, 2023 was not material. For the three months ended March 31, 2023 and 2022, 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, 2023 and 2022 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, | |||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Commodity contracts | Revenues | $ | (7) | $ | (4) | ||||||||||||||||||||||||||||||
| Commodity contracts | Cost of materials and other | 83 | (595) | ||||||||||||||||||||||||||||||||
| Commodity contracts | Operating expenses (excluding depreciation and amortization expense) | 1 | 3 | ||||||||||||||||||||||||||||||||
| Foreign currency contracts | Cost of materials and other | (3) | (2) | ||||||||||||||||||||||||||||||||
| Foreign currency contracts | Other income (expense), net | — | 34 |
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