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 September 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 September 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 209 $ — $ 1,928 $ — $ 2,137 Receivables, net — — 7,994 — 7,994 Receivables from affiliates 4,396 — 12,406 (16,802 ) — Inventories — — 6,376 — 6,376 Prepaid expenses and other 64 — 462 — 526 Total current assets 4,669 — 29,166 (16,802 ) 17,033 Property, plant and equipment, at cost — — 43,539 — 43,539 Accumulated depreciation — — (14,649 ) — (14,649 ) Property, plant and equipment, net — — 28,890 — 28,890 Investment in affiliates 36,327 2,566 383 (39,276 ) — Deferred charges and other assets, net 552 — 4,754 — 5,306 Total assets $ 41,548 $ 2,566 $ 63,193 $ (56,078 ) $ 51,229 LIABILITIES AND EQUITY Current liabilities: Current portion of debt and finance lease obligations $ — $ — $ 402 $ — $ 402 Accounts payable — — 9,504 — 9,504 Accounts payable to affiliates 11,223 1,183 4,396 (16,802 ) — Accrued expenses 155 7 719 — 881 Taxes other than income taxes payable — — 1,175 — 1,175 Income taxes payable 83 — 85 — 168 Total current liabilities 11,461 1,190 16,281 (16,802 ) 12,130 Debt and finance lease obligations, less current portion 7,094 991 1,085 — 9,170 Deferred income tax liabilities — 2 4,918 — 4,920 Other long-term liabilities 1,886 — 1,535 — 3,421 Equity: Stockholders’ equity: Common stock 7 — 1 (1 ) 7 Additional paid-in capital 6,818 — 9,765 (9,765 ) 6,818 Treasury stock, at cost (15,472 ) — — — (15,472 ) Retained earnings 31,283 — 30,286 (30,286 ) 31,283 Partners’ equity — 383 — (383 ) — Accumulated other comprehensive loss (1,529 ) — (1,159 ) 1,159 (1,529 ) Total stockholders’ equity 21,107 383 38,893 (39,276 ) 21,107 Noncontrolling interests — — 481 — 481 Total equity 21,107 383 39,374 (39,276 ) 21,588 Total liabilities and equity $ 41,548 $ 2,566 $ 63,193 $ (56,078 ) $ 51,229 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 10,684 (15,055 ) — Inventories — — 6,532 — 6,532 Prepaid expenses and other 466 — 355 (5 ) 816 Total current assets 5,126 154 27,455 (15,060 ) 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 34,696 2,267 (321 ) (36,642 ) — Long-term notes receivable from affiliates 285 — — (285 ) — Deferred charges and other assets, net 572 1 3,059 — 3,632 Total assets $ 40,679 $ 2,422 $ 59,041 $ (51,987 ) $ 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 9,847 837 4,370 (15,054 ) — 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 10,069 846 14,869 (15,060 ) 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 tax liabilities — 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 — 28,305 (28,305 ) 31,044 Partners’ equity — 299 — (299 ) — Accumulated other comprehensive loss (1,507 ) — (1,097 ) 1,097 (1,507 ) Total stockholders’ equity 21,667 299 36,963 (37,262 ) 21,667 Noncontrolling interests — — 444 620 1,064 Total equity 21,667 299 37,407 (36,642 ) 22,731 Total liabilities and equity $ 40,679 $ 2,422 $ 59,041 $ (51,987 ) $ 50,155 Condensed Consolidating Statement of Income Three Months Ended September 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 27,249 $ — $ 27,249 Cost of sales: Cost of materials and other — — 24,335 — 24,335 Operating expenses (excluding depreciation and amortization expense reflected below) — — 1,239 — 1,239 Depreciation and amortization expense — — 556 — 556 Total cost of sales — — 26,130 — 26,130 Other operating expenses — — 10 — 10 General and administrative expenses (excluding depreciation and amortization expense reflected below) 2 — 215 — 217 Depreciation and amortization expense — — 11 — 11 Operating income (loss) (2 ) — 883 — 881 Equity in earnings of subsidiaries 740 112 100 (952 ) — Other income, net 54 — 158 (178 ) 34 Interest and debt expense, net of capitalized interest (230 ) (12 ) (47 ) 178 (111 ) Income before income tax expense (benefit) 562 100 1,094 (952 ) 804 Income tax expense (benefit) (47 ) — 212 — 165 Net income 609 100 882 (952 ) 639 Less: Net income attributable to noncontrolling interests — — 30 — 30 Net income attributable to stockholders $ 609 $ 100 $ 852 $ (952 ) $ 609 Condensed Consolidating Statement of Income Three Months Ended September 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 30,849 $ — $ 30,849 Cost of sales: Cost of materials and other — — 27,701 — 27,701 Operating expenses (excluding depreciation and amortization expense reflected below) — — 1,193 — 1,193 Depreciation and amortization expense — — 504 — 504 Total cost of sales — — 29,398 — 29,398 Other operating expenses — — 10 — 10 General and administrative expenses (excluding depreciation and amortization expense reflected below) 3 — 206 — 209 Depreciation and amortization expense — — 13 — 13 Operating income (loss) (3 ) — 1,222 — 1,219 Equity in earnings of subsidiaries 1,005 85 53 (1,143 ) — Other income, net 65 — 161 (184 ) 42 Interest and debt expense, net of capitalized interest (230 ) (15 ) (50 ) 184 (111 ) Income before income tax expense (benefit) 837 70 1,386 (1,143 ) 1,150 Income tax expense (benefit) (19 ) — 295 — 276 Net income 856 70 1,091 (1,143 ) 874 Less: Net income attributable to noncontrolling interests — — 1 17 18 Net income attributable to stockholders $ 856 $ 70 $ 1,090 $ (1,160 ) $ 856 Condensed Consolidating Statement of Income Nine Months Ended September 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 80,445 $ — $ 80,445 Cost of sales: Cost of materials and other — — 72,396 — 72,396 Operating expenses (excluding depreciation and amortization expense reflected below) — — 3,629 — 3,629 Depreciation and amortization expense — — 1,645 — 1,645 Total cost of sales — — 77,670 — 77,670 Other operating expenses — — 14 — 14 General and administrative expenses (excluding depreciation and amortization expense reflected below) 3 — 622 — 625 Depreciation and amortization expense — — 39 — 39 Operating income (loss) (3 ) — 2,100 — 2,097 Equity in earnings of subsidiaries 1,763 299 261 (2,323 ) — Other income, net 138 — 462 (532 ) 68 Interest and debt expense, net of capitalized interest (693 ) (36 ) (138 ) 532 (335 ) Income before income tax expense (benefit) 1,205 263 2,685 (2,323 ) 1,830 Income tax expense (benefit) (157 ) — 533 — 376 Net income 1,362 263 2,152 (2,323 ) 1,454 Less: Net income attributable to noncontrolling interests — — 90 2 92 Net income attributable to stockholders $ 1,362 $ 263 $ 2,062 $ (2,325 ) $ 1,362 Condensed Consolidating Statement of Income Nine Months Ended September 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 88,303 $ — $ 88,303 Cost of sales: Cost of materials and other — — 79,317 — 79,317 Operating expenses (excluding depreciation and amortization expense reflected below) — — 3,439 — 3,439 Depreciation and amortization expense — — 1,499 — 1,499 Total cost of sales — — 84,255 — 84,255 Other operating expenses — — 41 — 41 General and administrative expenses (excluding depreciation and amortization expense reflected below) 4 — 691 — 695 Depreciation and amortization expense — — 39 — 39 Operating income (loss) (4 ) — 3,277 — 3,273 Equity in earnings of subsidiaries 2,634 241 152 (3,027 ) — Other income, net 163 1 455 (531 ) 88 Interest and debt expense, net of capitalized interest (681 ) (41 ) (165 ) 531 (356 ) Income before income tax expense (benefit) 2,112 201 3,719 (3,027 ) 3,005 Income tax expense (benefit) (58 ) 1 731 — 674 Net income 2,170 200 2,988 (3,027 ) 2,331 Less: Net income attributable to noncontrolling interests — — 113 48 161 Net income attributable to stockholders $ 2,170 $ 200 $ 2,875 $ (3,075 ) $ 2,170 Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 609 $ 100 $ 882 $ (952 ) $ 639 Other comprehensive loss: Foreign currency translation adjustment (180 ) — (163 ) 163 (180 ) Net gain on pension and other postretirement benefits 3 — — — 3 Net loss on cash flow hedges (2 ) — (4 ) 2 (4 ) Other comprehensive loss before income tax benefit (179 ) — (167 ) 165 (181 ) Income tax benefit related to items of other comprehensive loss — — (1 ) 1 — Other comprehensive loss (179 ) — (166 ) 164 (181 ) Comprehensive income 430 100 716 (788 ) 458 Less: Comprehensive income attributable to noncontrolling interests — — 28 — 28 Comprehensive income attributable to stockholders $ 430 $ 100 $ 688 $ (788 ) $ 430 Condensed Consolidating Statement of Comprehensive Income Three Months Ended September 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 856 $ 70 $ 1,091 $ (1,143 ) $ 874 Other comprehensive income: Foreign currency translation adjustment 20 — 2 1 23 Net gain on pension and other postretirement benefits 8 — — — 8 Other comprehensive income before income tax expense 28 — 2 1 31 Income tax expense related to items of other comprehensive income 1 — — — 1 Other comprehensive income 27 — 2 1 30 Comprehensive income 883 70 1,093 (1,142 ) 904 Less: Comprehensive income attributable to noncontrolling interests — — 4 17 21 Comprehensive income attributable to stockholders $ 883 $ 70 $ 1,089 $ (1,159 ) $ 883 Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 1,362 $ 263 $ 2,152 $ (2,323 ) $ 1,454 Other comprehensive loss: Foreign currency translation adjustment (28 ) — (59 ) 62 (25 ) Net gain on pension and other postretirement benefits 8 — — — 8 Net gain on cash flow hedges — — 1 — 1 Other comprehensive loss before income tax expense (20 ) — (58 ) 62 (16 ) Income tax expense related to items of other comprehensive loss 2 — — — 2 Other comprehensive loss (22 ) — (58 ) 62 (18 ) Comprehensive income 1,340 263 2,094 (2,261 ) 1,436 Less: Comprehensive income attributable to noncontrolling interests — — 94 2 96 Comprehensive income attributable to stockholders $ 1,340 $ 263 $ 2,000 $ (2,263 ) $ 1,340 Condensed Consolidating Statement of Comprehensive Income Nine Months Ended September 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 2,170 $ 200 $ 2,988 $ (3,027 ) $ 2,331 Other comprehensive loss: Foreign currency translation adjustment (224 ) — (190 ) 191 (223 ) Net gain on pension and other postretirement benefits 25 — 1 (1 ) 25 Other comprehensive loss before income tax expense (199 ) — (189 ) 190 (198 ) Income tax expense related to items of other comprehensive loss 5 — — — 5 Other comprehensive loss (204 ) — (189 ) 190 (203 ) Comprehensive income 1,966 200 2,799 (2,837 ) 2,128 Less: Comprehensive income attributable to noncontrolling interests — — 114 48 162 Comprehensive income attributable to stockholders $ 1,966 $ 200 $ 2,685 $ (2,885 ) $ 1,966 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 15 $ (35 ) $ 4,203 $ (360 ) $ 3,823 Cash flows from investing activities: Capital expenditures (excluding VIEs) — — (1,179 ) — (1,179 ) Capital expenditures of VIEs: DGD — — (91 ) — (91 ) Other VIEs — — (139 ) — (139 ) Deferred turnaround and catalyst cost expenditures (excluding VIEs) — — (583 ) — (583 ) Deferred turnaround and catalyst cost expenditures of DGD — — (16 ) — (16 ) Investments in unconsolidated joint ventures — — (122 ) — (122 ) Acquisitions of undivided interests — — (65 ) — (65 ) Intercompany investing activities 289 2 (1,533 ) 1,242 — Other investing activities, net — — 5 — 5 Net cash provided by (used in) investing activities 289 2 (3,723 ) 1,242 (2,190 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings (excluding VIEs) 992 — 900 — 1,892 Proceeds from borrowings of VIEs — — 148 — 148 Repayments of debt and finance lease obligations (excluding VIEs) (871 ) — (925 ) — (1,796 ) Repayments of debt of VIEs — — (4 ) — (4 ) Intercompany financing activities 1,187 160 (105 ) (1,242 ) — Purchases of common stock for treasury (555 ) — — — (555 ) Common stock dividends (1,123 ) — (81 ) 81 (1,123 ) Acquisition of VLP publicly held common units — — (950 ) — (950 ) Distributions to noncontrolling interests and unitholders of VLP — (279 ) (57 ) 279 (57 ) Other financing activities, net (16 ) — (13 ) — (29 ) Net cash used in financing activities (386 ) (119 ) (1,087 ) (882 ) (2,474 ) Effect of foreign exchange rate changes on cash — — (4 ) — (4 ) Net decrease in cash and cash equivalents (82 ) (152 ) (611 ) — (845 ) Cash and cash equivalents at beginning of period 291 152 2,539 — 2,982 Cash and cash equivalents at end of period $ 209 $ — $ 1,928 $ — $ 2,137 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ (824 ) $ (37 ) $ 3,709 $ (155 ) $ 2,693 Cash flows from investing activities: Capital expenditures (excluding VIEs) — — (1,025 ) — (1,025 ) Capital expenditures of VIEs: DGD — — (143 ) — (143 ) Other VIEs — — (89 ) — (89 ) Deferred turnaround and catalyst cost expenditures (excluding VIEs) — — (641 ) — (641 ) Deferred turnaround and catalyst cost expenditures of DGD — — (20 ) — (20 ) Investments in unconsolidated joint ventures — — (124 ) — (124 ) Peru Acquisition, net of cash acquired — — (466 ) — (466 ) Acquisitions of undivided interests — — (181 ) — (181 ) Minor acquisitions — — (88 ) — (88 ) Intercompany investing activities 590 292 (1,425 ) 543 — Other investing activities, net — — 9 — 9 Net cash provided by (used in) investing activities 590 292 (4,193 ) 543 (2,768 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings (excluding VIEs) 750 498 10 — 1,258 Proceeds from borrowings of VIEs — — 71 — 71 Repayments of debt and finance lease obligations (excluding VIEs) (787 ) (410 ) (151 ) — (1,348 ) Repayments of debt of VIEs — — (4 ) — (4 ) Intercompany financing activities 1,435 (94 ) (798 ) (543 ) — Purchases of common stock for treasury (1,081 ) — — — (1,081 ) Common stock dividends (1,031 ) — (32 ) 32 (1,031 ) Contributions from noncontrolling interests — — 32 — 32 Distributions to noncontrolling interests and unitholders of VLP — (159 ) (27 ) 123 (63 ) Other financing activities, net 2 (4 ) (13 ) — (15 ) Net cash used in financing activities (712 ) (169 ) (912 ) (388 ) (2,181 ) Effect of foreign exchange rate changes on cash — — (43 ) — (43 ) Net increase (decrease) in cash and cash equivalents (946 ) 86 (1,439 ) — (2,299 ) Cash and cash equivalents at beginning of period 1,746 42 4,062 — 5,850 Cash and cash equivalents at end of period $ 800 $ 128 $ 2,623 $ — $ 3,551 |