CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 21. 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 December 31, 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 December 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 912 $ — $ 1,671 $ — $ 2,583 Receivables, net — — 8,904 — 8,904 Receivables from affiliates 4,336 — 13,806 (18,142 ) — Inventories — — 7,013 — 7,013 Prepaid expenses and other 63 — 406 — 469 Total current assets 5,311 — 31,800 (18,142 ) 18,969 Property, plant and equipment, at cost — — 44,294 — 44,294 Accumulated depreciation — — (15,030 ) — (15,030 ) Property, plant and equipment, net — — 29,264 — 29,264 Investment in affiliates 37,902 2,673 382 (40,957 ) — Deferred charges and other assets, net 771 — 4,860 — 5,631 Total assets $ 43,984 $ 2,673 $ 66,306 $ (59,099 ) $ 53,864 LIABILITIES AND EQUITY Current liabilities: Current portion of debt and finance lease obligations $ — $ — $ 494 $ — $ 494 Accounts payable — — 10,205 — 10,205 Accounts payable to affiliates 12,515 1,291 4,336 (18,142 ) — Accrued expenses 120 7 822 — 949 Taxes other than income taxes payable — — 1,304 — 1,304 Income taxes payable 108 — 100 — 208 Total current liabilities 12,743 1,298 17,261 (18,142 ) 13,160 Debt and finance lease obligations, less current portion 7,095 991 1,092 — 9,178 Deferred income tax liabilities — 2 5,101 — 5,103 Other long-term liabilities 2,343 — 1,544 — 3,887 Equity: Stockholders’ equity: Common stock 7 — 1 (1 ) 7 Additional paid-in capital 6,821 — 9,771 (9,771 ) 6,821 Treasury stock, at cost (15,648 ) — — — (15,648 ) Retained earnings 31,974 — 31,636 (31,636 ) 31,974 Partners’ equity — 382 — (382 ) — Accumulated other comprehensive loss (1,351 ) — (833 ) 833 (1,351 ) Total stockholders’ equity 21,803 382 40,575 (40,957 ) 21,803 Noncontrolling interests — — 733 — 733 Total equity 21,803 382 41,308 (40,957 ) 22,536 Total liabilities and equity $ 43,984 $ 2,673 $ 66,306 $ (59,099 ) $ 53,864 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 Year Ended December 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 108,324 $ — $ 108,324 Cost of sales: Cost of materials and other — — 96,476 — 96,476 Operating expenses (excluding depreciation and amortization expense reflected below) — — 4,868 — 4,868 Depreciation and amortization expense — — 2,202 — 2,202 Total cost of sales — — 103,546 — 103,546 Other operating expenses — — 21 — 21 General and administrative expenses (excluding depreciation and amortization expense reflected below) 6 — 862 — 868 Depreciation and amortization expense — — 53 — 53 Operating income (loss) (6 ) — 3,842 — 3,836 Equity in earnings of subsidiaries 3,006 406 357 (3,769 ) — Other income, net 193 — 625 (714 ) 104 Interest and debt expense, net of capitalized interest (927 ) (47 ) (194 ) 714 (454 ) Income before income tax expense (benefit) 2,266 359 4,630 (3,769 ) 3,486 Income tax expense (benefit) (156 ) — 858 — 702 Net income 2,422 359 3,772 (3,769 ) 2,784 Less: Net income attributable to noncontrolling interests — — 360 2 362 Net income attributable to stockholders $ 2,422 $ 359 $ 3,412 $ (3,771 ) $ 2,422 Condensed Consolidating Statement of Income Year Ended December 31, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 117,033 $ — $ 117,033 Cost of sales: Cost of materials and other — — 104,732 — 104,732 Operating expenses (excluding depreciation and amortization expense reflected below) — — 4,690 — 4,690 Depreciation and amortization expense — — 2,017 — 2,017 Total cost of sales — — 111,439 — 111,439 Other operating expenses — — 45 — 45 General and administrative expenses (excluding depreciation and amortization expense reflected below) 2 — 923 — 925 Depreciation and amortization expense — — 52 — 52 Operating income (loss) (2 ) — 4,574 — 4,572 Equity in earnings of subsidiaries 3,724 319 196 (4,239 ) — Other income, net 220 2 621 (713 ) 130 Interest and debt expense, net of capitalized interest (913 ) (55 ) (215 ) 713 (470 ) Income before income tax expense (benefit) 3,029 266 5,176 (4,239 ) 4,232 Income tax expense (benefit) (93 ) 2 970 — 879 Net income 3,122 264 4,206 (4,239 ) 3,353 Less: Net income attributable to noncontrolling interests — — 163 68 231 Net income attributable to stockholders $ 3,122 $ 264 $ 4,043 $ (4,307 ) $ 3,122 Condensed Consolidating Statement of Income Year Ended December 31, 2017 (in millions) Valero Valero Other Non- Eliminations Consolidated Revenues $ — $ — $ 93,980 $ — $ 93,980 Cost of sales: Cost of materials and other — — 83,037 — 83,037 Operating expenses (excluding depreciation and amortization expense reflected below) — — 4,504 — 4,504 Depreciation and amortization expense — — 1,934 — 1,934 Total cost of sales — — 89,475 — 89,475 Other operating expenses — — 61 — 61 General and administrative expenses (excluding depreciation and amortization expense reflected below) 6 — 823 — 829 Depreciation and amortization expense — — 52 — 52 Operating income (loss) (6 ) — 3,569 — 3,563 Equity in earnings of subsidiaries 5,236 275 176 (5,687 ) — Other income, net 290 1 415 (594 ) 112 Interest and debt expense, net of capitalized interest (780 ) (36 ) (246 ) 594 (468 ) Income before income tax expense (benefit) 4,740 240 3,914 (5,687 ) 3,207 Income tax expense (benefit) 675 2 (1,626 ) — (949 ) Net income 4,065 238 5,540 (5,687 ) 4,156 Less: Net income attributable to noncontrolling interests — — 29 62 91 Net income attributable to stockholders $ 4,065 $ 238 $ 5,511 $ (5,749 ) $ 4,065 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 2,422 $ 359 $ 3,772 $ (3,769 ) $ 2,784 Other comprehensive income: Foreign currency translation adjustment 346 — 286 (283 ) 349 Net loss on pension and other postretirement benefits (234 ) — (19 ) 19 (234 ) Net loss on cash flow hedges (4 ) — (8 ) 4 (8 ) Other comprehensive income before income tax benefit 108 — 259 (260 ) 107 Income tax benefit related to items of other comprehensive income (48 ) — (4 ) 4 (48 ) Other comprehensive income 156 — 263 (264 ) 155 Comprehensive income 2,578 359 4,035 (4,033 ) 2,939 Less: Comprehensive income attributable to noncontrolling interests — — 359 2 361 Comprehensive income attributable to stockholders $ 2,578 $ 359 $ 3,676 $ (4,035 ) $ 2,578 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 3,122 $ 264 $ 4,206 $ (4,239 ) $ 3,353 Other comprehensive loss: Foreign currency translation adjustment (515 ) — (419 ) 417 (517 ) Net gain on pension and other postretirement benefits 49 — 18 (18 ) 49 Other comprehensive loss before income tax expense (466 ) — (401 ) 399 (468 ) Income tax expense related to items of other comprehensive loss 10 — 3 (3 ) 10 Other comprehensive loss (476 ) — (404 ) 402 (478 ) Comprehensive income 2,646 264 3,802 (3,837 ) 2,875 Less: Comprehensive income attributable to noncontrolling interests — — 161 68 229 Comprehensive income attributable to stockholders $ 2,646 $ 264 $ 3,641 $ (3,905 ) $ 2,646 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2017 (in millions) Valero Valero Other Non- Eliminations Consolidated Net income $ 4,065 $ 238 $ 5,540 $ (5,687 ) $ 4,156 Other comprehensive income: Foreign currency translation adjustment 514 — 434 (434 ) 514 Net gain (loss) on pension and other postretirement benefits (65 ) — 4 (4 ) (65 ) Other comprehensive income before income tax expense (benefit) 449 — 438 (438 ) 449 Income tax expense (benefit) related to items of other comprehensive income (21 ) — 1 (1 ) (21 ) Other comprehensive income 470 — 437 (437 ) 470 Comprehensive income 4,535 238 5,977 (6,124 ) 4,626 Less: Comprehensive income attributable to noncontrolling interests — — 29 62 91 Comprehensive income attributable to stockholders $ 4,535 $ 238 $ 5,948 $ (6,186 ) $ 4,535 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2019 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ (131 ) $ (46 ) $ 6,165 $ (457 ) $ 5,531 Cash flows from investing activities: Capital expenditures (excluding VIEs) — — (1,627 ) — (1,627 ) Capital expenditures of VIEs: DGD — — (142 ) — (142 ) Other VIEs — — (225 ) — (225 ) Deferred turnaround and catalyst cost expenditures (excluding VIEs) — — (762 ) — (762 ) Deferred turnaround and catalyst cost expenditures of DGD — — (18 ) — (18 ) Investments in unconsolidated joint ventures — — (164 ) — (164 ) Acquisitions of ethanol plants — — (3 ) — (3 ) Acquisitions of undivided interests — — (72 ) — (72 ) Intercompany investing activities 395 2 (2,973 ) 2,576 — Other investing activities, net — — 12 — 12 Net cash provided by (used in) investing activities 395 2 (5,974 ) 2,576 (3,001 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings (excluding VIEs) 992 — 900 — 1,892 Proceeds from borrowings of VIEs — — 239 — 239 Repayments of debt and finance lease obligations (excluding VIEs) (871 ) — (934 ) — (1,805 ) Repayments of debt of VIEs — — (6 ) — (6 ) Intercompany financing activities 2,520 268 (212 ) (2,576 ) — Purchases of common stock for treasury (777 ) — — — (777 ) Common stock dividends (1,492 ) — (81 ) 81 (1,492 ) Acquisition of VLP publicly held common units — — (950 ) — (950 ) Distributions to noncontrolling interests and unitholders of VLP — (376 ) (70 ) 376 (70 ) Other financing activities, net (15 ) — (13 ) — (28 ) Net cash provided by (used in) financing activities 357 (108 ) (1,127 ) (2,119 ) (2,997 ) Effect of foreign exchange rate changes on cash — — 68 — 68 Net increase (decrease) in cash and cash equivalents 621 (152 ) (868 ) — (399 ) Cash and cash equivalents at beginning of year 291 152 2,539 — 2,982 Cash and cash equivalents at end of year $ 912 $ — $ 1,671 $ — $ 2,583 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ (1,207 ) $ (51 ) $ 5,828 $ (199 ) $ 4,371 Cash flows from investing activities: Capital expenditures (excluding VIEs) — — (1,463 ) — (1,463 ) Capital expenditures of VIEs: DGD — — (165 ) — (165 ) Other VIEs — — (124 ) — (124 ) Deferred turnaround and catalyst cost expenditures (excluding VIEs) — — (888 ) — (888 ) Deferred turnaround and catalyst cost expenditures of DGD — — (27 ) — (27 ) Investments in unconsolidated joint ventures — — (181 ) — (181 ) Peru Acquisition, net of cash acquired — — (468 ) — (468 ) Acquisitions of ethanol plants — — (320 ) — (320 ) Acquisitions of undivided interests — — (212 ) — (212 ) Minor acquisitions — — (88 ) — (88 ) Intercompany investing activities 758 102 (2,381 ) 1,521 — Other investing activities, net — — 8 — 8 Net cash provided by (used in) investing activities 758 102 (6,309 ) 1,521 (3,928 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings (excluding VIEs) 750 498 10 — 1,258 Proceeds from borrowings of VIEs — — 109 — 109 Repayments of debt and finance lease obligations (excluding VIEs) (787 ) (410 ) (156 ) — (1,353 ) Repayments of debt of VIEs — — (6 ) — (6 ) Intercompany financing activities 2,106 190 (775 ) (1,521 ) — Purchases of common stock for treasury (1,708 ) — — — (1,708 ) Common stock dividends (1,369 ) — (32 ) 32 (1,369 ) Contributions to noncontrolling interests — — 32 — 32 Distributions to noncontrolling interests and unitholders of VLP — (215 ) (68 ) 167 (116 ) Other financing activities, net 2 (4 ) (13 ) — (15 ) Net cash provided by (used in) financing activities (1,006 ) 59 (899 ) (1,322 ) (3,168 ) Effect of foreign exchange rate changes on cash — — (143 ) — (143 ) Net increase (decrease) in cash and cash equivalents (1,455 ) 110 (1,523 ) — (2,868 ) Cash and cash equivalents at beginning of year 1,746 42 4,062 — 5,850 Cash and cash equivalents at end of year $ 291 $ 152 $ 2,539 $ — $ 2,982 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (in millions) Valero Valero Other Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ (73 ) $ (34 ) $ 5,720 $ (131 ) $ 5,482 Cash flows from investing activities: Capital expenditures (excluding VIEs) — — (1,269 ) — (1,269 ) Capital expenditures of VIEs: DGD — — (84 ) — (84 ) Other VIEs — — (26 ) — (26 ) Deferred turnaround and catalyst cost expenditures (excluding VIEs) — — (519 ) — (519 ) Deferred turnaround and catalyst cost expenditures of DGD — — (4 ) — (4 ) Investments in unconsolidated joint ventures — — (406 ) — (406 ) Acquisitions of undivided interests — — (72 ) — (72 ) Intercompany investing activities (4,002 ) (187 ) (6,696 ) 10,885 — Other investing activities, net — — (2 ) — (2 ) Net cash used in investing activities (4,002 ) (187 ) (9,078 ) 10,885 (2,382 ) Cash flows from financing activities: Proceeds from debt issuances and borrowings (excluding VIEs) — 380 — — 380 Repayments of debt and finance lease obligations (excluding VIEs) — — (15 ) — (15 ) Repayments of debt of VIEs — — (6 ) — (6 ) Intercompany financing activities 6,704 (63 ) 4,244 (10,885 ) — Purchases of common stock for treasury (1,372 ) — — — (1,372 ) Common stock dividends (1,242 ) — (10 ) 10 (1,242 ) Contributions from noncontrolling interests — — 30 — 30 Distributions to noncontrolling interests and unitholders of VLP — (161 ) (27 ) 121 (67 ) Other financing activities, net 10 36 (26 ) — 20 Net cash provided by financing activities 4,100 192 4,190 (10,754 ) (2,272 ) Effect of foreign exchange rate changes on cash — — 206 — 206 Net increase (decrease) in cash and cash equivalents 25 (29 ) 1,038 — 1,034 Cash and cash equivalents at beginning of year 1,721 71 3,024 — 4,816 Cash and cash equivalents at end of year $ 1,746 $ 42 $ 4,062 $ — $ 5,850 |