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Form 8-K VALERO ENERGY CORP/TX For: Jan 29

January 29, 2015 8:42 AM EST





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January�29, 2015

VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
1-13175
74-1828067
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

One Valero Way
San Antonio, Texas
78249
(Address of principal executive offices)
(Zip Code)

Registrants telephone number, including area code: (210) 345-2000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))







Item 2.02����Results of Operations and Financial Condition.

On January�29, 2015, Valero Energy Corporation (the Company) issued a press release announcing the Companys financial and operating results for the fourth quarter and year ended December�31, 2014. A copy of the press release is furnished with this report as Exhibit�99.01 and is incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Item�2.02 of Form�8-K. Accordingly, the information in this report, including the press release, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01����Financial Statements and Exhibits.

(d)
Exhibits.

99.01����Press release dated January�29, 2015.

2



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



VALERO ENERGY CORPORATION
Date:
January�29, 2015
By:
/s/ Michael S. Ciskowski
Michael S. Ciskowski
Executive Vice President and
Chief Financial Officer



3

Exhibit 99.01

Valero Energy Reports 2014 Fourth Quarter and Full Year Results

"
Fourth quarter adjusted earnings of $952�million, or $1.83�per share; full year adjusted earnings of $3.5�billion, or $6.68�per share
"
Targeting an estimated $1�billion of drop-down transactions to Valero Energy Partners LP (VLP) in 2015
"
Focused capital allocation priorities on cash returns to stockholders and disciplined investments
"
Returned $640�million in cash to stockholders through dividends and stock buybacks in the fourth quarter and announced in January a 45�percent increase in the regular quarterly common stock dividend to $0.40�per share

SAN ANTONIO, January�29, 2015  Valero Energy Corporation (NYSE: VLO, Valero) today reported net income from continuing operations attributable to Valero stockholders of $1.2�billion, or $2.22�per share, in the fourth quarter of 2014 compared to $1.3�billion, or $2.38�per share, in the fourth quarter of 2013. Adjusting for special items, net income from continuing operations attributable to Valero stockholders was $952�million, or $1.83�per share, in the fourth quarter of 2014 compared to $963�million, or $1.78�per share, in the fourth quarter of 2013. A reconciliation of special items is shown in the notes to the accompanying financial tables.

We delivered another quarter of solid operating performance and strong financial results, said Joe Gorder, Valero Chairman and CEO. We showed the earnings power from Valeros advantaged and flexible system during a rapidly changing energy landscape.

For the year ended December 31, 2014, net income from continuing operations attributable to Valero stockholders was $3.7�billion, or $6.97�per share, compared to $2.7�billion, or $4.96�per share, in 2013. Adjusting for special items, net income from continuing operations attributable to Valero stockholders was $3.5�billion, or $6.68�per share, in 2014 compared to $2.4�billion, or $4.41�per share, in 2013.

Refining
The refining segment reported fourth quarter 2014 operating income of $1.9�billion versus $1.5�billion in the fourth quarter of 2013. Nearly all of the $377�million increase in operating income resulted from the previously noted special items. Excluding the special items, operating income was nearly flat in the fourth quarter of 2014 versus the fourth quarter of 2013 as stronger gasoline, distillate, and other product margins relative to Brent crude oil as well as higher refining throughput volumes were offset by lower discounts for sweet and sour crude oils relative to Brent crude oil.

Fourth quarter 2014 refining throughput volumes averaged 2.8�million barrels per day, an increase of 41,000�barrels per day from the fourth quarter of 2013. Valeros refineries operated at 98�percent throughput capacity utilization in the fourth quarter of 2014.


1



Ethanol
The ethanol segment reported fourth quarter 2014 operating income of $158�million versus $269�million in the fourth quarter of 2013. The $111�million decrease in operating income was mainly due to lower gross margin per gallon driven by a decline in gasoline and ethanol prices versus relatively stable corn prices. Production from the Mount Vernon plant contributed to record quarterly ethanol production volumes, which averaged 3.8�million gallons per day in the fourth quarter of 2014. The segment earned record annual operating income of $786�million in 2014 compared to $491�million in 2013.

Corporate and Other
General and administrative expenses were $214�million in the fourth quarter of 2014 versus $179�million in the fourth quarter of 2013. The effective tax rate was 28.4�percent in the fourth quarter of 2014.

Stockholder Distributions
Valero paid $143�million in dividends and purchased 10.3�million shares of its common stock with $497�million for total cash returned to stockholders of $640�million in the fourth quarter of 2014. In 2014, Valero returned $1.9�billion to stockholders, or 50�percent of net income from continuing operations, with $554�million in dividends and $1.3�billion in stock buybacks. In January 2015, Valero announced a 45�percent increase in its quarterly common stock dividend from $0.275�per share to $0.40�per share.

We are committed to disciplined capital allocation and to returning cash to stockholders. Our goal in 2015 is to exceed 2014s total payout ratio, Gorder said.

The company defines total payout ratio as the sum of dividends plus stock buybacks divided by net income from continuing operations attributable to Valero stockholders.

Investments and Other Cash Flow Items
In the fourth quarter of 2014, capital spending was $857�million, of which $157�million was for turnarounds and catalyst. Capital spending in 2014 including turnarounds and catalyst was $2.8�billion, which was $100�million below recent guidance and $200�million under the original budget due mainly to prudent management of the capital program. Capital spending in 2014 included $1.2�billion for stay-in-business capital and $1.6�billion to advance Valeros growth strategy. More than 50�percent of the 2014 growth capital spending was allocated to logistics investments.

Liquidity and Financial Position
Valero ended the fourth quarter of 2014 with $6.4�billion in total debt and $3.7�billion of cash and temporary cash investments, of which $237�million was held by VLP. The companys debt to capital ratio, net of $2�billion in cash and excluding the effect of VLP, was 17.4�percent.

Strategic Update
As part of its strategy to increase growth of VLP and unlock value, Valero is targeting an estimated $1�billion of drop-down transactions to VLP in 2015. As a result, Valero expects VLPs fourth quarter 2015 annualized EBITDA to be approximately $200�million, or 126�percent higher than


2


VLPs third quarter 2014 annualized EBITDA of $88�million. VLPs fourth quarter 2015 results and distribution growth are expected to drive Valeros general partner and incentive distribution rights in VLP into the 50-percent tier, with such distributions being payable in the first quarter of 2016.

Valero continued to advance its refining and logistics capital investments, which are designed to increase its ability to access and process more North American crude oil. Valero completed the Meraux hydrocracker revamp in the fourth quarter of 2014, which is expected to increase the refinerys yield of ultra-low-sulfur diesel and jet fuel. Also, the two crude topping units at the Corpus Christi and Houston refineries are progressing as planned. When complete, these units are expected to reduce feedstock costs at both of these refineries.

Valero expects 2015 capital spending, including turnarounds and catalyst, to be $2.65�billion, which includes $1.5�billion for stay-in-business capital and $1.15�billion for growth investment, and excludes $150�million for a St.�Charles methanol project that remains under evaluation. Valero expects 35�percent of growth investments in 2015 will be for light crude oil processing and more than 30�percent will be for logistics. Valero believes that most of the logistics investments will be eligible for future drops to VLP.

Valero expects 2016 capital spending, including turnarounds and catalyst, to be $2.4�billion, which includes $1.4�billion for stay-in-business capital and $1�billion for growth investment, and excludes $300�million for a St.�Charles methanol project that remains under evaluation.

Conference Call
Valeros senior management will hold a conference call at 10 a.m. ET today to discuss this earnings release and to provide an update on company operations and strategy.

About Valero
Valero Energy Corporation, through its subsidiaries, is an international manufacturer and marketer of transportation fuels, other petrochemical products and power. Valero subsidiaries employ approximately 10,000 people, and assets include 15 petroleum refineries with a combined throughput capacity of approximately 2.9�million barrels per day, 11 ethanol plants with a combined production capacity of 1.3�billion gallons per year, a 50-megawatt wind farm, and renewable diesel production from a joint venture. Through subsidiaries, Valero owns the general partner of Valero Energy Partners LP (NYSE: VLP), a midstream master limited partnership. Approximately 7,400 outlets carry the Valero, Diamond Shamrock, Shamrock, and Beacon brands in the United States and the Caribbean; Ultramar in Canada; and Texaco in the United Kingdom and Ireland. Valero is a Fortune 500 company based in San Antonio. Please visit www.valero.com for more information.

Valero Contacts
Investors:
John Locke, Executive Director - Investor Relations, 210-345-3077
Karen Ngo, Manager - Investor Relations, 210-345-4574

Media:
Bill Day, Vice President - Communications, 210-345-2928


3


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Safe-Harbor Statement
Statements contained in this release that state the companys or managements expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words believe, expect, should, estimates, intend, and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see Valeros annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission (SEC) and on Valeros website at www.valero.com, and VLPs annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with the SEC and on VLPs website at www.valeroenergypartners.com.

Use of Non-GAAP Financial Information
This earnings release includes the terms adjusted net income from continuing operations attributable to Valero stockholders, adjusted earnings per common share - assuming dilution, adjusted refining throughput margin per barrel, and EBITDA. We define EBITDA as net income before income tax expense, interest expense, and depreciation and amortization expense. These terms are supplemental financial measures that are not defined under United States generally accepted accounting principles (GAAP).

We believe that adjusted net income from continuing operations attributable to Valero stockholders, adjusted earnings per common share - assuming dilution, and adjusted refining throughput margin per barrel help facilitate comparisons of Valeros operating performance across periods. A reconciliation of net income from continuing operations attributable to Valero stockholders and earnings per common share - assuming dilution to their adjusted amounts is provided in the notes to the accompanying financial tables.

EBITDA is used in this earnings release to describe Valeros expectations regarding VLPs forecasted earnings. EBITDA is used by management, industry analysts, investors, lenders, and ratings agencies to assess (i) VLPs operating performance as compared to other publicly traded master limited partnerships without regard to historical cost basis or financing methods; (ii) the ability of VLP to generate sufficient cash to make distributions to its unitholders; and (iii) VLPs ability to incur and service debt and fund capital expenditures. The GAAP measure most comparable to EBITDA is net income, but it should not be considered an alternative to net income because it excludes some, but not all, items that affect net income. EBITDA should not be considered in isolation or as a substitute for analysis of VLPs earnings as reported under GAAP. Additionally, because EBITDA may be defined differently by other companies in VLPs industry, our definition of EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. A reconciliation of VLPs forecasted net income, the GAAP measure most directly comparable to EBITDA, is reflected below (in�millions).


4


VALERO ENERGY PARTNERS LP
RECONCILIATION OF NET INCOME UNDER U.S. GAAP
TO EBITDA
(Unaudited, in millions)

Three Months Ended
Three Months Ended
September 30, 2014
December 31, 2015
As Reported
Annualized (x4)
Forecasted (a)
Annualized (x4)
Net income
$
18

$
72

$
32

$
128

�Plus:
Depreciation expense
4

16

11

44

Interest expense




7

28

Income tax expense








EBITDA
$
22

$
88

$
50

$
200


(a)
Forecasted amount is based on Valeros expectations of future drops to Valero Energy Partners LP during 2015. However, there is no certainty that such drops will occur as expected by Valero.



5




VALERO ENERGY CORPORATION AND SUBSIDIARIES
EARNINGS RELEASE
(Millions of Dollars, Except per Share, per Barrel, and per Gallon Amounts)
(Unaudited)

Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
Statement of Income Data (a):
Operating revenues
$
27,859

$
34,429

$
130,844

$
138,074

Costs and expenses:
Cost of sales
24,321

31,177

118,141

127,316

Operating expenses:
Refining
974

968

3,900

3,710

Retail






226

Ethanol
129

106

487

387

General and administrative expenses (b)
214

179

724

758

Depreciation and amortization expense
425

437

1,690

1,720

Total costs and expenses
26,063

32,867

124,942

134,117

Operating income
1,796

1,562

5,902

3,957

Gain on disposition of retained interest in CST Brands, Inc. (c)


325



325

Other income, net
9

17

47

59

Interest and debt expense, net of capitalized interest
(101
)
(102
)
(397
)
(365
)
Income from continuing operations before income tax expense
1,704

1,802

5,552

3,976

Income tax expense (d)
484

515

1,777

1,254

Income from continuing operations
1,220

1,287

3,775

2,722

Income (loss) from discontinued operations (a)




(64
)
6

Net income
1,220

1,287

3,711

2,728

Less: Net income (loss) attributable to noncontrolling interests (e)
65

(1
)
81

8

Net income attributable to Valero Energy Corporation stockholders
$
1,155

$
1,288

$
3,630

$
2,720

Net income attributable to Valero Energy Corporation stockholders:
Continuing operations (f)
$
1,155

$
1,288

$
3,694

$
2,714

Discontinued operations




(64
)
6

Total
$
1,155

$
1,288

$
3,630

$
2,720

Earnings per common share:
Continuing operations
$
2.22

$
2.39

$
7.00

$
4.98

Discontinued operations




(0.12
)
0.01

Total
$
2.22

$
2.39

$
6.88

$
4.99

Weighted-average common shares outstanding (in millions)
517

536

526

542

Earnings per common share  assuming dilution:
Continuing operations (f)
$
2.22

$
2.38

$
6.97

$
4.96

Discontinued operations




(0.12
)
0.01

Total
$
2.22

$
2.38

$
6.85

$
4.97

Weighted-average common shares outstanding -
assuming dilution (in millions)
521

542

530

548

Dividends per common share
$
0.275

$
0.225

$
1.050

$
0.850


See Notes to Earnings Release on Table Page 6.


Table Page 1



VALERO ENERGY CORPORATION AND SUBSIDIARIES
EARNINGS RELEASE
(Millions of Dollars, Except per Share, per Barrel, and per Gallon Amounts)
(Unaudited)

Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
Operating income by business segment:
Refining (a)
$
1,861

$
1,484

$
5,884

$
4,211

Retail






81

Ethanol
158

269

786

491

Corporate (b)
(223
)
(191
)
(768
)
(826
)
Total
$
1,796

$
1,562

$
5,902

$
3,957

Depreciation and amortization expense by business segment:
Refining
$
403

$
413

$
1,597

$
1,566

Retail






41

Ethanol
13

12

49

45

Corporate (g)
9

12

44

68

Total
$
425

$
437

$
1,690

$
1,720

Operating highlights:
Refining (a):
Throughput margin per barrel (h)
$
12.48

$
11.20

$
11.28

$
9.69

Operating costs per barrel:
Operating expenses
3.76

3.79

3.87

3.79

Depreciation and amortization expense
1.55

1.61

1.58

1.60

Total operating costs per barrel
5.31

5.40

5.45

5.39

Operating income per barrel
$
7.17

$
5.80

$
5.83

$
4.30

Throughput volumes (thousand barrels per day):
Feedstocks:
Heavy sour crude oil
447

497

457

486

Medium/light sour crude oil
420

528

466

466

Sweet crude oil
1,239

1,074

1,149

1,039

Residuals
243

245

230

282

Other feedstocks
133

112

134

106

Total feedstocks
2,482

2,456

2,436

2,379

Blendstocks and other
338

323

329

303

Total throughput volumes
2,820

2,779

2,765

2,682

Yields (thousand barrels per day):
Gasolines and blendstocks
1,365

1,340

1,329

1,287

Distillates
1,041

1,066

1,047

984

Other products (i)
450

412

423

440

Total yields
2,856

2,818

2,799

2,711


See Notes to Earnings Release on Table Page 6.



Table Page 2



VALERO ENERGY CORPORATION AND SUBSIDIARIES
EARNINGS RELEASE
(Millions of Dollars, Except per Share, per Barrel, and per Gallon Amounts)
(Unaudited)

Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
Refining operating highlights by region (j):
U.S. Gulf Coast (a):
Operatingincome
$
1,014

$
1,026

$
3,484

$
2,375

Throughput volumes (thousand barrels per day)
1,633

1,578

1,600

1,523

Throughput margin per barrel (h)
$
11.88

$
12.25

$
11.23

$
9.57

Operating costs per barrel:




Operating expenses
3.56

3.57

3.66

3.67

Depreciation and amortization expense
1.57

1.62

1.60

1.63

Total operating costs per barrel
5.13

5.19

5.26

5.30

Operating income per barrel
$
6.75

$
7.06

$
5.97

$
4.27

U.S. Mid-Continent:


Operating income
$
408

$
320

$
1,358

$
1,293

Throughput volumes (thousand barrels per day)
490

452

446

435

Throughput margin per barrel (h)
$
14.10

$
12.94

$
13.85

$
13.37

Operating costs per barrel:




Operating expenses
3.56

3.58

3.90

3.58

Depreciation and amortization expense
1.50

1.65

1.61

1.64

Total operating costs per barrel
5.06

5.23

5.51

5.22

Operating income�per barrel
$
9.04

$
7.71

$
8.34

$
8.15

North Atlantic:


Operating income
$
389

$
139

$
971

$
570

Throughput volumes (thousand barrels per day)
430

485

457

459

Throughput margin per barrel (h)
$
14.49

$
8.04

$
10.38

$
7.93

Operating costs per barrel:




Operating expenses
3.39

3.81

3.40

3.50

Depreciation and amortization expense
1.24

1.12

1.16

1.03

Total operating costs per barrel
4.63

4.93

4.56

4.53

Operating income per barrel
$
9.86

$
3.11

$
5.82

$
3.40

U.S. West Coast:


Operating income (loss)
$
50

$
(1
)
$
71

$
(27
)
Throughput volumes (thousand barrels per day)
267

264

262

265

Throughput margin per barrel (h)
$
9.98

$
7.79

$
8.79

$
7.43

Operating costs per barrel:




Operating expenses
5.89

5.45

5.91

5.35

Depreciation and amortization expense
2.06

2.39

2.14

2.35

Total operating costs per barrel
7.95

7.84

8.05

7.70

Operating income (loss) per barrel
$
2.03

$
(0.05
)
$
0.74

$
(0.27
)

See Notes to Earnings Release on Table Page 6.


Table Page 3



VALERO ENERGY CORPORATION AND SUBSIDIARIES
EARNINGS RELEASE
(Millions of Dollars, Except per Share, per Barrel, and per Gallon Amounts)
(Unaudited)

Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
Average market reference prices and differentials:
Feedstocks (dollars per barrel):
Brent crude oil
$
77.35

$
109.26

$
99.57

$
108.74

Brent less West Texas Intermediate (WTI) crude oil
3.95

11.83

6.40

10.80

Brent less Alaska North Slope (ANS) crude oil
2.59

3.87

1.73

1.00

Brent less Louisiana Light Sweet (LLS) crude oil
1.77

7.62

2.79

0.41

Brent less Mars crude oil
5.62

12.78

6.75

5.52

Brent less Maya crude oil
10.09

19.88

13.73

11.31

LLS crude oil
75.58

101.64

96.78

108.33

LLS less Mars crude oil
3.85

5.16

3.96

5.11

LLS less Maya crude oil
8.32

12.26

10.94

10.90

WTI crude oil
73.40

97.43

93.17

97.94

Natural gas (dollars per million British Thermal Units)
3.69

3.79

4.36

3.69

Products (dollars per barrel, unless otherwise noted):
U.S. Gulf Coast:
CBOB gasoline less Brent
(1.00
)
(5.43
)
3.54

2.69

Ultra-low-sulfur diesel less Brent
15.21

13.16

14.28

15.95

Propylene less Brent
21.27

(5.41
)
5.57

(2.72
)
CBOB gasoline less LLS
0.77

2.19

6.33

3.10

Ultra-low-sulfur diesel less LLS
16.98

20.78

17.07

16.36

Propylene less LLS
23.04

2.21

8.36

(2.31
)
U.S. Mid-Continent:


CBOB gasoline less WTI
6.05

2.68

12.28

16.77

Ultra-low-sulfur diesel less WTI
27.60

25.66

24.05

28.33

North Atlantic:


CBOB gasoline less Brent
7.63

2.78

9.07

8.50

Ultra-low-sulfur diesel less Brent
20.98

16.37

18.25

17.84

U.S. West Coast:
CARBOB 87 gasoline less ANS
6.20

4.76

13.40

12.69

CARB diesel less ANS
21.75

18.88

19.14

18.83

CARBOB 87 gasoline less WTI
7.56

12.72

18.07

22.49

CARB diesel less WTI
23.11

26.84

23.81

28.63

New York Harbor corn crush (dollars per gallon)
0.71

0.84

0.85

0.42


See Notes to Earnings Release on Table Page 6.



Table Page 4



VALERO ENERGY CORPORATION AND SUBSIDIARIES
EARNINGS RELEASE
(Millions of Dollars, Except per Share, per Barrel, and per Gallon Amounts)
(Unaudited)

Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
Ethanol:


Operating income
$
158

$
269

$
786

$
491

Production (thousand gallons per day)
3,752

3,570

3,422

3,294

Gross margin per gallon of production
$
0.87

$
1.18

$
1.06

$
0.77

Operating costs per gallon of production:




Operating expenses
0.37

0.32

0.39

0.32

Depreciation and amortization expense
0.04

0.04

0.04

0.04

Total operating costs per gallon of production
0.41

0.36

0.43

0.36

Operating income per gallon of production
$
0.46

$
0.82

$
0.63

$
0.41

December�31,
2014
2013
Balance Sheet Data:
Current assets
$
16,614

$
19,277

Cash and temporary cash investments, including $237 and $375, respectively, held by Valero Energy Partners LP, included in current assets
3,689

4,292

Inventories included in current assets
6,623

5,758

Replacement cost (market value) of LIFO inventories in excess of LIFO carrying amounts
857

6,851

Current liabilities
9,980

13,123

Current portion of debt and capital lease obligations included in current liabilities
606

303

Debt and capital lease obligations, less current portion
5,780

6,261

Total debt and capital lease obligations
6,386

6,564

Valero Energy Corporation stockholders equity
20,677

19,460

Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
Valero Energy Partners LP - limited partner units
and distribution declared:
Weighted-average limited partner units outstanding:
Common units - public (basic)
17

17

17

17

Common units - public (diluted)
17

17

17

17

Common units - Valero (basic and diluted)
12

12

12

12

Subordinated units - Valero (basic and diluted)
29

29

29

29

Distribution declared:
Limited partner units - public
$
4

$
1

$
16

$
1

Limited partner units - Valero
11

1

38

1

General partner units - Valero




1



Total distribution declared
$
15

$
2

$
55

$
2


See Notes to Earnings Release on Table Page 6.



Table Page 5





VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO EARNINGS RELEASE




(a)
In May 2014, we decided to abandon our Aruba Refinery, except for the associated crude oil and refined products terminal assets that we continue to operate. As a result of our decision, the results attributable to the Aruba Refinery operations have been presented as discontinued operations, and the operating highlights for the refining segment and the U.S. Gulf Coast region exclude the Aruba Refinery for all periods presented.�

Because of our decision to abandon the refining assets, we believe the Government of Aruba (GOA) will enforce certain land lease provisions requiring us to dismantle the refinery assets.�As a result, Income (loss) from discontinued operations for the twelve months ended December 31, 2014 includes a charge of $59 million for an asset retirement obligation and a charge of $4�million for other contractual obligations.�We had not recognized an asset retirement obligation previously due to our belief that the GOA would not enforce the lease provision as long as we intended to operate the refining assets.

(b)
The increase in general and administrative expenses for the three months ended December 31, 2014 compared to the three months ended December 31, 2013 is due primarily to changes in legal reserves. The decrease in general and administrative expenses for the year ended December 31, 2014 compared to the year ended December�31, 2013 is due primarily to administrative expenses in 2013 associated with our former retail business that did not recur due to the separation of that business in May 2013, including costs incurred to effect that separation.

(c)
In October 2013, we borrowed $525 million under a short-term debt agreement with a third-party financial institution in anticipation of liquidating our retained interest in CST Brands, Inc. (CST). This liquidation was completed on November 14,�2013 by transferring all remaining shares of CST common stock owned by us to the financial institution in exchange for $467 million of our short-term debt, and we paid the remaining $58 million of short-term debt in cash. After paying $19 million of fees, we recognized a $325 million nontaxable gain.

(d)
The variation in the customary relationship between income tax expense and income from continuing operations for the three months and year ended December 31, 2014 is due primarily to earnings from our international operations that are taxed at statutory tax rates that are lower than in the U.S.

(e)
We consolidate the financial statements of the entities described below due to our controlling interests. The earnings (losses) incurred by these entities that are attributable to the owners of the noncontrolling interests are subtracted from (added back to) net income to arrive at net income attributable to Valero stockholders.

"
Valero Energy Partners LP (VLP) - On December 16, 2013, VLP, a master limited partnership formed by us, completed its initial public offering of 17,250,000 common units representing a 29.4 percent limited partner interest in VLP. We own a 2�percent general partner interest and a 68.6 percent limited partner interest. VLPs assets include crude oil and refined petroleum products pipeline and terminal systems in the U.S. Gulf Coast and U.S. Mid-Continent regions that are integral to the operations of our Ardmore, McKee, Memphis, Port Arthur, and Three Rivers Refineries.

"
Diamond Green Diesel Holdings LLC (DGD) - We own a 50 percent interest in DGD and have lent DGD $221 million to finance approximately 60 percent of the construction costs of a plant built by DGD that processes animal fats, used cooking oils, and other vegetable oils into renewable green diesel. The plant began operations at the end of June 2013 and is located next to our St. Charles Refinery in Norco, Louisiana.

"
PI Dock Facilities LLC (PI Dock) - We own a 50 percent interest in PI Dock and have agreed to lend PI Dock up to $90�million to finance construction costs of a crude oil dock and certain shared facilities. PI Dock has agreed to construct and operate the crude oil dock and related facilities located on Pleasure Island, Texas, which is near our Port Arthur Refinery.

"
Transport Maritime St-Laurent Inc. (TMSL) - We own a 50 percent interest in TMSL. TMSL owns and charters two vessels to us for the transportation of crude oil from our Montreal East Terminal to our Quebec City Refinery.


Table Page 6





VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO EARNINGS RELEASE (Continued)



(f)
The following table reconciles net income from continuing operations attributable to Valero stockholders to adjusted net income from continuing operations attributable to Valero stockholders (in millions, except per share amounts).

Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
Actual net income from continuing operations attributable to Valero Energy Corporation stockholders
$
1,155

$
1,288

$
3,694

$
2,714

Adjustments (after taxes):
LIFO gain
(151
)


(151
)


Blenders tax credit (1)
(52
)






Gain on disposition of retained interest in CST Brands,�Inc., net of separation costs and taxes


(325
)


(296
)
Adjusted net income from continuing operations attributable to Valero Energy Corporation stockholders
$
952

$
963

$
3,543

$
2,418

Earnings per common share-assuming dilution from continuing operations:
Actual
$
2.22

$
2.38

$
6.97

$
4.96

Adjusted
1.83

1.78

6.68

4.41

(1) The adjustment for the blenders tax credit represents the amount recorded during the three months ended December�31,�2014 that relates to volumes for the nine months ended September 30, 2014, and excludes amounts attributable to our non-controlling interest in DGD.


(g)
The decrease in corporate depreciation and amortization expense for the year ended December 31, 2014 compared to the year ended December 31, 2013 is due primarily to the loss on the sale of certain corporate property in 2013.


Table Page 7





VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO EARNINGS RELEASE (Continued)



(h)
The following table reconciles refining throughput margin per barrel to adjusted refining throughput margin per barrel for each of our refining regions and in total.
Three Months Ended
Year Ended
December 31,
December 31,
2014
2013
2014
2013
U.S. Gulf Coast:
Actual throughput margin per barrel
$
11.88

$
12.25

$
11.23

$
9.57

Adjustments (before taxes):
LIFO gain
(0.77
)


(0.20
)


Blenders tax credit (1)
(0.68
)






Adjusted throughput margin per barrel
$
10.43

$
12.25

$
11.03

$
9.57

U.S. Mid-Continent:
Actual throughput margin per barrel
$
14.10

$
12.94

$
13.85

$
13.37

Adjustments (before taxes):
LIFO gain
(0.78
)


(0.22
)


Blenders tax credit (1)
(0.13
)






Adjusted throughput margin per barrel
$
13.19

$
12.94

$
13.63

$
13.37

North Atlantic:
Actual throughput margin per barrel
$
14.49

$
8.04

$
10.38

$
7.93

Adjustments (before taxes):
LIFO gain
(1.51
)


(0.36
)


Blenders tax credit (1)








Adjusted throughput margin per barrel
$
12.98

$
8.04

$
10.02

$
7.93

U.S. West Coast:
Actual throughput margin per barrel
$
9.98

$
7.79

$
8.79

$
7.43

Adjustments (before taxes):
LIFO gain
(0.74
)


(0.19
)


Blenders tax credit (1)
(0.12
)






Adjusted throughput margin per barrel
$
9.12

$
7.79

$
8.60

$
7.43

Total refining:
Actual throughput margin per barrel
$
12.48

$
11.20

$
11.28

$
9.69

Adjustments (before taxes):
LIFO gain
(0.88
)


(0.23
)


Blenders tax credit (1)
(0.43
)






Adjusted throughput margin per barrel
$
11.17

$
11.20

$
11.05

$
9.69

(1) The adjustment for the blenders tax credit represents the amount recorded during the three months ended December�31,�2014�that relates to volumes for the nine months ended September 30, 2014.


(i)
Primarily includes petrochemicals, gas oils, No. 6 fuel oil, petroleum coke, sulfur, and asphalt.

(j)
The regions reflected herein contain the following refineries: U.S. Gulf Coast- Corpus Christi East, Corpus Christi West, Houston, Meraux, Port Arthur, St. Charles, Texas City, and Three Rivers Refineries; U.S. Mid-Continent- Ardmore, McKee, and Memphis Refineries; North Atlantic- Pembroke and Quebec City Refineries; and U.S. West Coast- Benicia and Wilmington Refineries.



Table Page 8


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