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 June 30, 2019 : • 4.375 percent Senior Notes due December 15, 2026 ; and • 4.5 percent Senior Notes due March 15, 2028 . The following condensed consolidating financial information is provided as an alternative to providing separate financial statements for Valero Energy Partners LP, which has no independent assets or operations. The financial position, results of operations, and cash flows of Valero Energy Partners LP’s wholly owned subsidiaries are included in “Other Non-Guarantor Subsidiaries.” The accounts for all companies reflected herein are presented using the equity method of accounting for investments in subsidiaries. Condensed Consolidating Balance Sheet June 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 246 $ — $ 1,787 $ — $ 2,033 Receivables, net — — 9,050 — 9,050 Receivables from affiliates 4,382 — 11,824 (16,206 ) — Inventories — — 6,281 — 6,281 Prepaid expenses and other 63 — 384 — 447 Total current assets 4,691 — 29,326 (16,206 ) 17,811 Property, plant and equipment, at cost — — 43,110 — 43,110 Accumulated depreciation — — (14,326 ) — (14,326 ) Property, plant and equipment, net — — 28,784 — 28,784 Investment in affiliates 36,639 2,453 383 (39,475 ) — Deferred charges and other assets, net 547 — 4,880 — 5,427 Total assets $ 41,877 $ 2,453 $ 63,373 $ (55,681 ) $ 52,022 LIABILITIES AND EQUITY Current liabilities: Current portion of debt and finance lease obligations $ — $ — $ 323 $ — $ 323 Accounts payable — — 10,135 — 10,135 Accounts payable to affiliates 10,753 1,071 4,382 (16,206 ) — Accrued expenses 123 7 634 — 764 Taxes other than income taxes payable — — 1,144 — 1,144 Income taxes payable 99 — 83 — 182 Total current liabilities 10,975 1,078 16,701 (16,206 ) 12,548 Debt and finance lease obligations, less current portion 7,093 990 1,084 — 9,167 Deferred income tax liabilities — 2 4,897 — 4,899 Other long-term liabilities 1,972 — 1,599 — 3,571 Equity: Stockholders’ equity: Common stock 7 — 1 (1 ) 7 Additional paid-in capital 6,812 — 9,770 (9,770 ) 6,812 Treasury stock, at cost (15,170 ) — — — (15,170 ) Retained earnings 31,046 — 29,824 (29,824 ) 31,046 Partners’ equity — 383 — (383 ) — Accumulated other comprehensive loss (1,350 ) — (995 ) 995 (1,350 ) Total stockholders’ equity 21,345 383 38,600 (38,983 ) 21,345 Noncontrolling interests 492 — 492 (492 ) 492 Total equity 21,837 383 39,092 (39,475 ) 21,837 Total liabilities and equity $ 41,877 $ 2,453 $ 63,373 $ (55,681 ) $ 52,022 Condensed Consolidating Balance Sheet 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 11,010 (15,381 ) — Inventories — — 6,532 — 6,532 Prepaid expenses and other 466 — 355 (5 ) 816 Total current assets 5,126 154 27,781 (15,386 ) 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 36,086 2,267 299 (38,652 ) — Long-term notes receivable from affiliates 285 — — (285 ) — Deferred charges and other assets, net 572 1 3,059 — 3,632 Total assets $ 42,069 $ 2,422 $ 59,987 $ (54,323 ) $ 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 10,173 837 4,370 (15,380 ) — 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 10,395 846 14,869 (15,386 ) 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 — 28,631 (28,631 ) 31,044 Partners’ equity — 299 — (299 ) — Accumulated other comprehensive loss (1,507 ) — (1,097 ) 1,097 (1,507 ) Total stockholders’ equity 21,667 299 37,289 (37,588 ) 21,667 Noncontrolling interests 1,064 — 1,064 (1,064 ) 1,064 Total equity 22,731 299 38,353 (38,652 ) 22,731 Total liabilities and equity $ 42,069 $ 2,422 $ 59,987 $ (54,323 ) $ 50,155 Condensed Consolidating Statement of Income Three Months Ended June 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 28,933 $ — $ 28,933 Cost of sales: Cost of materials and other — — 26,083 — 26,083 Operating expenses (excluding depreciation and amortization expense reflected below) — — 1,175 — 1,175 Depreciation and amortization expense — — 552 — 552 Total cost of sales — — 27,810 — 27,810 Other operating expenses — — 2 — 2 General and administrative expenses (excluding depreciation and amortization expense reflected below) — — 199 — 199 Depreciation and amortization expense — — 14 — 14 Operating income — — 908 — 908 Equity in earnings of subsidiaries 821 105 132 (1,058 ) — Other income, net 30 — 157 (175 ) 12 Interest and debt expense, net of capitalized interest (231 ) (9 ) (47 ) 175 (112 ) Income before income tax expense 620 96 1,150 (1,058 ) 808 Income tax expense (benefit) (28 ) — 188 — 160 Net income 648 96 962 (1,058 ) 648 Less: Net income attributable to noncontrolling interests 36 — 36 (36 ) 36 Net income attributable to stockholders $ 612 $ 96 $ 926 $ (1,022 ) $ 612 Condensed Consolidating Statement of Income Three Months Ended June 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 31,015 $ — $ 31,015 Cost of sales: Cost of materials and other — — 27,860 — 27,860 Operating expenses (excluding depreciation and amortization expense reflected below) — — 1,110 — 1,110 Depreciation and amortization expense — — 510 — 510 Total cost of sales — — 29,480 — 29,480 Other operating expenses — — 21 — 21 General and administrative expenses (excluding depreciation and amortization expense reflected below) — — 248 — 248 Depreciation and amortization expense — — 13 — 13 Operating income — — 1,253 — 1,253 Equity in earnings of subsidiaries 1,052 78 94 (1,224 ) — Other income (expense), net 29 1 143 (178 ) (5 ) Interest and debt expense, net of capitalized interest (233 ) (14 ) (55 ) 178 (124 ) Income before income tax expense 848 65 1,435 (1,224 ) 1,124 Income tax expense (benefit) (27 ) 1 275 — 249 Net income 875 64 1,160 (1,224 ) 875 Less: Net income attributable to noncontrolling interests 30 — 30 (30 ) 30 Net income attributable to stockholders $ 845 $ 64 $ 1,130 $ (1,194 ) $ 845 Condensed Consolidating Statement of Income Six Months Ended June 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 53,196 $ — $ 53,196 Cost of sales: Cost of materials and other — — 48,061 — 48,061 Operating expenses (excluding depreciation and amortization expense reflected below) — — 2,390 — 2,390 Depreciation and amortization expense — — 1,089 — 1,089 Total cost of sales — — 51,540 — 51,540 Other operating expenses — — 4 — 4 General and administrative expenses (excluding depreciation and amortization expense reflected below) 1 — 407 — 408 Depreciation and amortization expense — — 28 — 28 Operating income (loss) (1 ) — 1,217 — 1,216 Equity in earnings of subsidiaries 1,085 187 225 (1,497 ) — Other income, net 84 — 304 (354 ) 34 Interest and debt expense, net of capitalized interest (463 ) (24 ) (91 ) 354 (224 ) Income before income tax expense 705 163 1,655 (1,497 ) 1,026 Income tax expense (benefit) (110 ) — 321 — 211 Net income 815 163 1,334 (1,497 ) 815 Less: Net income attributable to noncontrolling interests 62 — 62 (62 ) 62 Net income attributable to stockholders $ 753 $ 163 $ 1,272 $ (1,435 ) $ 753 Condensed Consolidating Statement of Income Six Months Ended June 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 57,454 $ — $ 57,454 Cost of sales: Cost of materials and other — — 51,616 — 51,616 Operating expenses (excluding depreciation and amortization expense reflected below) — — 2,246 — 2,246 Depreciation and amortization expense — — 995 — 995 Total cost of sales — — 54,857 — 54,857 Other operating expenses — — 31 — 31 General and administrative expenses (excluding depreciation and amortization expense reflected below) 1 — 485 — 486 Depreciation and amortization expense — — 26 — 26 Operating income (loss) (1 ) — 2,055 — 2,054 Equity in earnings of subsidiaries 1,772 156 273 (2,201 ) — Other income, net 98 1 294 (347 ) 46 Interest and debt expense, net of capitalized interest (451 ) (26 ) (115 ) 347 (245 ) Income before income tax expense 1,418 131 2,507 (2,201 ) 1,855 Income tax expense (benefit) (39 ) 1 436 — 398 Net income 1,457 130 2,071 (2,201 ) 1,457 Less: Net income attributable to noncontrolling interests 143 — 143 (143 ) 143 Net income attributable to stockholders $ 1,314 $ 130 $ 1,928 $ (2,058 ) $ 1,314 Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 648 $ 96 $ 962 $ (1,058 ) $ 648 Other comprehensive income (loss): Foreign currency translation adjustment — — (27 ) 27 — Net gain on pension and other postretirement benefits 2 — — — 2 Net gain on cash flow hedges 5 — 5 (5 ) 5 Other comprehensive income (loss) before income tax expense 7 — (22 ) 22 7 Income tax expense related to items of other comprehensive income (loss) 1 — 1 (1 ) 1 Other comprehensive income (loss) 6 — (23 ) 23 6 Comprehensive income 654 96 939 (1,035 ) 654 Less: Comprehensive income attributable to noncontrolling interests 40 — 40 (40 ) 40 Comprehensive income attributable to stockholders $ 614 $ 96 $ 899 $ (995 ) $ 614 Condensed Consolidating Statement of Comprehensive Income Three Months Ended June 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 875 $ 64 $ 1,160 $ (1,224 ) $ 875 Other comprehensive loss: Foreign currency translation adjustment (291 ) — (268 ) 268 (291 ) Net gain on pension and other postretirement benefits 9 — 1 (1 ) 9 Other comprehensive loss before income tax expense (282 ) — (267 ) 267 (282 ) Income tax expense related to items of other comprehensive loss 2 — — — 2 Other comprehensive loss (284 ) — (267 ) 267 (284 ) Comprehensive income 591 64 893 (957 ) 591 Less: Comprehensive income attributable to noncontrolling interests 25 — 25 (25 ) 25 Comprehensive income attributable to stockholders $ 566 $ 64 $ 868 $ (932 ) $ 566 Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 815 $ 163 $ 1,334 $ (1,497 ) $ 815 Other comprehensive income: Foreign currency translation adjustment 155 — 104 (104 ) 155 Net gain on pension and other postretirement benefits 5 — — — 5 Net gain on cash flow hedges 5 — 5 (5 ) 5 Other comprehensive income before income tax expense 165 — 109 (109 ) 165 Income tax expense related to items of other comprehensive income 2 — 1 (1 ) 2 Other comprehensive income 163 — 108 (108 ) 163 Comprehensive income 978 163 1,442 (1,605 ) 978 Less: Comprehensive income attributable to noncontrolling interests 68 — 68 (68 ) 68 Comprehensive income attributable to stockholders $ 910 $ 163 $ 1,374 $ (1,537 ) $ 910 Condensed Consolidating Statement of Comprehensive Income Six Months Ended June 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 1,457 $ 130 $ 2,071 $ (2,201 ) $ 1,457 Other comprehensive loss: Foreign currency translation adjustment (246 ) — (192 ) 192 (246 ) Net gain on pension and other postretirement benefits 17 — 1 (1 ) 17 Other comprehensive loss before income tax expense (229 ) — (191 ) 191 (229 ) Income tax expense related to items of other comprehensive loss 4 — — — 4 Other comprehensive loss (233 ) — (191 ) 191 (233 ) Comprehensive income 1,224 130 1,880 (2,010 ) 1,224 Less: Comprehensive income attributable to noncontrolling interests 141 — 141 (141 ) 141 Comprehensive income attributable to stockholders $ 1,083 $ 130 $ 1,739 $ (1,869 ) $ 1,083 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 244 $ (25 ) $ 2,435 $ (260 ) $ 2,394 Cash flows from investing activities: Capital expenditures — — (905 ) — (905 ) Deferred turnaround and catalyst costs — — (471 ) — (471 ) Investments in joint ventures — — (90 ) — (90 ) Capital expenditures of certain VIEs — — (69 ) — (69 ) Acquisitions of undivided interests — — (29 ) — (29 ) Intercompany investing activities 212 2 (630 ) 416 — Other investing activities, net — — 9 — 9 Net cash provided by (used in) investing activities 212 2 (2,185 ) 416 (1,555 ) 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 — — 70 — 70 Repayments of debt and finance lease obligations (871 ) — (918 ) — (1,789 ) Intercompany financing activities 395 50 (29 ) (416 ) — Purchases of common stock for treasury (248 ) — — — (248 ) Common stock dividends (751 ) — (81 ) 81 (751 ) Acquisition of VLP publicly held common units — — (950 ) — (950 ) Distributions to noncontrolling interests and unitholders of VLP — (179 ) (18 ) 179 (18 ) Other financing activities, net (18 ) — (13 ) — (31 ) Net cash used in financing activities (501 ) (129 ) (1,039 ) (156 ) (1,825 ) Effect of foreign exchange rate changes on cash — — 37 — 37 Net decrease in cash and cash equivalents (45 ) (152 ) (752 ) — (949 ) Cash and cash equivalents at beginning of period 291 152 2,539 — 2,982 Cash and cash equivalents at end of period $ 246 $ — $ 1,787 $ — $ 2,033 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ (558 ) $ (22 ) $ 2,874 $ (97 ) $ 2,197 Cash flows from investing activities: Capital expenditures — — (740 ) — (740 ) Deferred turnaround and catalyst costs — — (490 ) — (490 ) Investments in joint ventures — — (119 ) — (119 ) Capital expenditures of certain VIEs — — (78 ) — (78 ) Peru Acquisition, net of cash acquired — — (471 ) — (471 ) Acquisitions of undivided interests — — (145 ) — (145 ) Minor acquisitions — — (91 ) — (91 ) Intercompany investing activities 408 186 (1,339 ) 745 — Other investing activities, net — — 2 — 2 Net cash provided by (used in) investing activities 408 186 (3,471 ) 745 (2,132 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings (excluding borrowings of certain VIEs) 750 498 10 — 1,258 Proceeds from borrowings of certain VIEs — — 56 — 56 Repayments of debt and finance lease obligations (787 ) (410 ) (148 ) — (1,345 ) Intercompany financing activities 1,341 (87 ) (509 ) (745 ) — Purchases of common stock for treasury (647 ) — — — (647 ) Common stock dividends (690 ) — (17 ) 17 (690 ) Contributions from noncontrolling interests — — 32 — 32 Distributions to noncontrolling interests and unitholders of VLP — (103 ) (27 ) 80 (50 ) Other financing activities, net 1 (4 ) (13 ) — (16 ) Net cash used in financing activities (32 ) (106 ) (616 ) (648 ) (1,402 ) Effect of foreign exchange rate changes on cash — — (62 ) — (62 ) Net increase (decrease) in cash and cash equivalents (182 ) 58 (1,275 ) — (1,399 ) Cash and cash equivalents at beginning of period 1,746 42 4,062 — 5,850 Cash and cash equivalents at end of period $ 1,564 $ 100 $ 2,787 $ — $ 4,451 |