CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 15. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS In connection with the completion of the Merger Transaction as described in Note 2 , Valero Energy Corporation, the parent company, entered into a guarantee agreement to fully and unconditionally guarantee the prompt payment, when due, of the following debt issued by Valero Energy Partners LP, an indirect wholly owned subsidiary of Valero Energy Corporation, that was outstanding as of March 31, 2019 : • 4.375 percent Senior Notes due December 15, 2026 , and • 4.5 percent Senior Notes due March 15, 2028 . March 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,167 $ — $ 1,610 $ — $ 2,777 Receivables, net — — 8,289 — 8,289 Receivables from affiliates 4,277 — 11,315 (15,592 ) — Inventories — — 6,554 — 6,554 Prepaid expenses and other 451 — 409 — 860 Total current assets 5,895 — 28,177 (15,592 ) 18,480 Property, plant and equipment, at cost — — 42,388 — 42,388 Accumulated depreciation — — (13,980 ) — (13,980 ) Property, plant and equipment, net — — 28,408 — 28,408 Investment in affiliates 35,820 2,348 392 (38,560 ) — Deferred charges and other assets, net 513 — 4,694 — 5,207 Total assets $ 42,228 $ 2,348 $ 61,671 $ (54,152 ) $ 52,095 LIABILITIES AND EQUITY Current liabilities: Current portion of debt and finance lease obligations $ 849 $ — $ 261 $ — $ 1,110 Accounts payable 2 — 10,003 — 10,005 Accounts payable to affiliates 10,358 957 4,277 (15,592 ) — Accrued expenses 152 7 613 — 772 Taxes other than income taxes payable — — 961 — 961 Income taxes payable 34 — 31 — 65 Total current liabilities 11,395 964 16,146 (15,592 ) 12,913 Debt and finance lease obligations, less current portion 7,091 990 925 — 9,006 Deferred income tax liabilities — 2 4,865 — 4,867 Other long-term liabilities 1,963 — 1,567 — 3,530 Equity: Stockholders’ equity: Common stock 7 — 1 (1 ) 7 Additional paid-in capital 6,802 — 9,754 (9,754 ) 6,802 Treasury stock, at cost (14,958 ) — — — (14,958 ) Retained earnings 30,810 — 28,911 (28,911 ) 30,810 Partners’ equity — 392 — (392 ) — Accumulated other comprehensive loss (1,352 ) — (968 ) 968 (1,352 ) Total stockholders’ equity 21,309 392 37,698 (38,090 ) 21,309 Noncontrolling interests 470 — 470 (470 ) 470 Total equity 21,779 392 38,168 (38,560 ) 21,779 Total liabilities and equity $ 42,228 $ 2,348 $ 61,671 $ (54,152 ) $ 52,095 December 31, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 291 $ 152 $ 2,539 $ — $ 2,982 Receivables, net — — 7,345 — 7,345 Receivables from affiliates 4,369 2 11,025 (15,396 ) — Inventories — — 6,532 — 6,532 Prepaid expenses and other 466 — 355 (5 ) 816 Total current assets 5,126 154 27,796 (15,401 ) 17,675 Property, plant and equipment, at cost — — 42,473 — 42,473 Accumulated depreciation — — (13,625 ) — (13,625 ) Property, plant and equipment, net — — 28,848 — 28,848 Investment in affiliates 36,101 2,267 299 (38,667 ) — Long-term notes receivable from affiliates 285 — — (285 ) — Deferred charges and other assets, net 572 1 3,059 — 3,632 Total assets $ 42,084 $ 2,422 $ 60,002 $ (54,353 ) $ 50,155 LIABILITIES AND EQUITY Current liabilities: Current portion of debt and finance lease obligations $ — $ — $ 238 $ — $ 238 Accounts payable 14 — 8,580 — 8,594 Accounts payable to affiliates 10,188 837 4,370 (15,395 ) — Accrued expenses 155 7 468 — 630 Accrued expenses to affiliates — 1 — (1 ) — Taxes other than income taxes payable — — 1,213 — 1,213 Income taxes payable 53 1 — (5 ) 49 Total current liabilities 10,410 846 14,869 (15,401 ) 10,724 Debt and finance lease obligations, less current portion 6,955 990 926 — 8,871 Long-term notes payable to affiliates — 285 — (285 ) — Deferred income taxes — 2 4,960 — 4,962 Other long-term liabilities 1,988 — 879 — 2,867 Equity: Stockholders’ equity: Common stock 7 — 1 (1 ) 7 Additional paid-in capital 7,048 — 9,754 (9,754 ) 7,048 Treasury stock, at cost (14,925 ) — — — (14,925 ) Retained earnings 31,044 — 28,646 (28,646 ) 31,044 Partners’ equity — 299 — (299 ) — Accumulated other comprehensive loss (1,507 ) — (1,097 ) 1,097 (1,507 ) Total stockholders’ equity 21,667 299 37,304 (37,603 ) 21,667 Noncontrolling interests 1,064 — 1,064 (1,064 ) 1,064 Total equity 22,731 299 38,368 (38,667 ) 22,731 Total liabilities and equity $ 42,084 $ 2,422 $ 60,002 $ (54,353 ) $ 50,155 Three Months Ended March 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 24,263 $ — $ 24,263 Cost of sales: Cost of materials and other — — 21,978 — 21,978 Operating expenses (excluding depreciation and amortization expense reflected below) — — 1,215 — 1,215 Depreciation and amortization expense — — 537 — 537 Total cost of sales — — 23,730 — 23,730 Other operating expenses — — 2 — 2 General and administrative expenses (excluding depreciation and amortization expense reflected below) 1 — 208 — 209 Depreciation and amortization expense — — 14 — 14 Operating income (loss) (1 ) — 309 — 308 Equity in earnings of subsidiaries 264 82 90 (436 ) — Other income, net 54 — 147 (179 ) 22 Interest and debt expense, net of capitalized interest (232 ) (15 ) (44 ) 179 (112 ) Income before income tax expense 85 67 502 (436 ) 218 Income tax expense (benefit) (82 ) — 133 — 51 Net income 167 67 369 (436 ) 167 Less: Net income attributable to noncontrolling interests 26 — 23 (23 ) 26 Net income attributable to stockholders $ 141 $ 67 $ 346 $ (413 ) $ 141 Three Months Ended March 31, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 26,439 $ — $ 26,439 Cost of sales: Cost of materials and other — — 23,756 — 23,756 Operating expenses (excluding depreciation and amortization expense reflected below) — — 1,136 — 1,136 Depreciation and amortization expense — — 485 — 485 Total cost of sales — — 25,377 — 25,377 Other operating expenses — — 10 — 10 General and administrative expenses (excluding depreciation and amortization expense reflected below) 1 — 237 — 238 Depreciation and amortization expense — — 13 — 13 Operating income (loss) (1 ) — 802 — 801 Equity in earnings of subsidiaries 720 78 163 (961 ) — Other income, net 69 — 151 (169 ) 51 Interest and debt expense, net of capitalized interest (218 ) (12 ) (60 ) 169 (121 ) Income before income tax expense 570 66 1,056 (961 ) 731 Income tax expense (benefit) (12 ) — 161 — 149 Net income 582 66 895 (961 ) 582 Less: Net income attributable to noncontrolling interests 113 — 97 (97 ) 113 Net income attributable to stockholders $ 469 $ 66 $ 798 $ (864 ) $ 469 Three Months Ended March 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 167 $ 67 $ 369 $ (436 ) $ 167 Other comprehensive income: Foreign currency translation adjustment 155 — 159 (159 ) 155 Net gain on pension and other postretirement benefits 3 — — — 3 Other comprehensive income before income tax expense 158 — 159 (159 ) 158 Income tax expense related to items of other comprehensive income 1 — — — 1 Other comprehensive income 157 — 159 (159 ) 157 Comprehensive income 324 67 528 (595 ) 324 Less: Comprehensive income attributable to noncontrolling interests — — 28 — 28 Comprehensive income attributable to stockholders $ 324 $ 67 $ 500 $ (595 ) $ 296 Three Months Ended March 31, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 582 $ 66 $ 895 $ (961 ) $ 582 Other comprehensive income: Foreign currency translation adjustment 45 — 45 (45 ) 45 Net gain on pension and other postretirement benefits 8 — — — 8 Other comprehensive income before income tax expense 53 — 45 (45 ) 53 Income tax expense related to items of other comprehensive income 2 — — — 2 Other comprehensive income 51 — 45 (45 ) 51 Comprehensive income 633 66 940 (1,006 ) 633 Less: Comprehensive income attributable to noncontrolling interests — — 116 — 116 Comprehensive income attributable to stockholders $ 633 $ 66 $ 824 $ (1,006 ) $ 517 Three Months Ended March 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ (21 ) $ (14 ) $ 1,069 $ (157 ) $ 877 Cash flows from investing activities: Capital expenditures — — (444 ) — (444 ) Deferred turnaround and catalyst costs — — (219 ) — (219 ) Investments in joint ventures — — (63 ) — (63 ) Capital expenditures of certain VIEs — — (19 ) — (19 ) Acquisitions of undivided interests — — (1 ) — (1 ) Intercompany investing activities 307 2 (148 ) (161 ) — Other investing activities, net — — (1 ) — (1 ) Net cash provided by (used in) investing activities 307 2 (895 ) (161 ) (747 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings (excluding borrowings of certain VIEs) 992 — 900 — 1,892 Proceeds from borrowings of certain VIEs — — 23 — 23 Repayments of debt and finance lease obligations — — (907 ) — (907 ) Intercompany financing activities 27 (64 ) (124 ) 161 — Purchases of common stock for treasury (36 ) — — — (36 ) Common stock dividends (375 ) — (81 ) 81 (375 ) Acquisition of VLP publicly held common units — — (950 ) — (950 ) Distributions to unitholders of VLP — (76 ) — 76 — Other financing activities, net (18 ) — (7 ) — (25 ) Net cash provided by (used in) financing activities 590 (140 ) (1,146 ) 318 (378 ) Effect of foreign exchange rate changes on cash — — 43 — 43 Net increase (decrease) in cash and cash equivalents 876 (152 ) (929 ) — (205 ) Cash and cash equivalents at beginning of period 291 152 2,539 — 2,982 Cash and cash equivalents at end of period $ 1,167 $ — $ 1,610 $ — $ 2,777 Three Months Ended March 31, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ (356 ) $ (10 ) $ 560 $ (56 ) $ 138 Cash flows from investing activities: Capital expenditures — — (356 ) — (356 ) Deferred turnaround and catalyst costs — — (220 ) — (220 ) Investments in joint ventures — — (55 ) — (55 ) Capital expenditures of certain VIEs — — (28 ) — (28 ) Acquisitions of undivided interests — — (85 ) — (85 ) Intercompany investing activities 163 92 (488 ) 233 — Other investing activities, net — — (8 ) — (8 ) Net cash provided by (used in) investing activities 163 92 (1,240 ) 233 (752 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings — 498 — — 498 Repayments of debt and finance lease obligations — (410 ) (5 ) — (415 ) Intercompany financing activities 491 (88 ) (170 ) (233 ) — Purchases of common stock for treasury (320 ) — — — (320 ) Common stock dividends (345 ) — (17 ) 17 (345 ) Contributions from noncontrolling interests — — 32 — 32 Distributions to unitholders of VLP — (50 ) — 39 (11 ) Other financing activities, net 5 (3 ) (14 ) — (12 ) Net cash used in financing activities (169 ) (53 ) (174 ) (177 ) (573 ) Effect of foreign exchange rate changes on cash — — (5 ) — (5 ) Net increase (decrease) in cash and cash equivalents (362 ) 29 (859 ) — (1,192 ) Cash and cash equivalents at beginning of period 1,746 42 4,062 — 5,850 Cash and cash equivalents at end of period $ 1,384 $ 71 $ 3,203 $ — $ 4,658 |