VLO · Valero Energy

368 filings

8-K

VLO 8-K Current Reports

Valero Energy - 368 current reports

Filing record · 2016–202610-K1110-Q338-K138

Showing 1-50 of 368 filings

8-K

Regulation FDOther EventsExhibits & Filings

Valero Energy 8-K Report, Regulation FD Disclosure (Oct 30, 2026)

Valero Energy Corporation (VLO) has announced a strategic acquisition of a former petroleum refinery facility located adjacent to its Houston refinery on the Houston Ship Channel. The acquisition, valued at $320.5 million, is from a subsidiary of LyondellBasell Industries N.V. and is expected to close by the end of 2026, subject to regulatory approvals. This move allows Valero to expand its Gulf Coast refining footprint at a cost below replacement value and offers the potential to restart significant throughput capacity, with initial plans to bring 165,000 barrels per day (BPD) of light sweet crude processing online by year-end 2027. The company views this as a unique opportunity to enhance its refining system's long-term strength and generate compelling financial returns. Beyond the initial restart, Valero sees potential for future investment in high-complexity, heavy sour crude processing, further diversifying its operational capabilities and supporting its disciplined capital allocation strategy. This acquisition is anticipated to provide attractive commercial optimization opportunities and contribute positively to Valero's business and financial performance.

Oct 30, 2026 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Oct 22, 2026)

Valero Energy Corporation (VLO) reported exceptionally strong financial and operating results for the third quarter ended September 30, 2026. The company posted a net income of $6.8 billion, or $23.89 per share, a significant increase from $1.1 billion, or $3.53 per share, in the prior year's third quarter. This performance was driven by strong operational execution, with refineries running at near-record utilization rates, ensuring a reliable supply of transportation fuels. The company also made substantial progress on its strategic initiatives, including the on-schedule and within-budget completion of the St. Charles FCC Unit optimization project. This project is expected to enhance the production of higher-value products like alkylate and gasoline. Valero also successfully repaid maturing debt obligations, demonstrating a robust financial position with significant cash reserves and a low debt-to-capitalization ratio.

Oct 22, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Valero Energy 8-K Report, Executive Changes (Sep 18, 2026)

Valero Energy Corporation (NYSE: VLO) filed an 8-K on September 18, 2026 announcing that its Board of Directors increased its size from 10 to 11 members and elected Matthew (Matt) Audette as an independent director, effective September 17, 2026. Mr. Audette will serve until Valero's 2027 annual meeting of stockholders and has joined the Board's Audit Committee effective immediately. He is expected to stand for re-election at that meeting. Mr. Audette currently serves as President and Chief Financial Officer of LPL Financial Holdings Inc., and previously was Executive Vice President and CFO of E*TRADE Financial Corporation. Valero's Chairman, CEO and President, Lane Riggs, described him as bringing over 15 years of public company CFO experience that will strengthen the Board's financial and accounting expertise. He holds a B.S. in accounting from Virginia Tech and began his career in public accounting. From a financial standpoint, this is a governance event rather than an operational or financial-results disclosure. The filing does not discuss earnings, guidance, capital allocation, or transactions. Compensation details are modest: Mr. Audette receives a pro-rata equity grant of 372 stock units vesting on the first anniversary of grant and a pro-rata annual cash retainer of $101,667, and the Board approved a $10,000 increase to both the cash retainer and equity components of the non-employee director program beginning in 2027.

Sep 18, 2026 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jul 30, 2026)

Valero Energy (VLO) reported a very strong second quarter 2026, with net income attributable to Valero stockholders of $3.7 billion, or $12.62 per share, versus $714 million, or $2.28 per share, in the year-ago quarter. Adjusted net income was $3.7 billion, or $12.54 per share, after a small net LIFO liquidation benefit and Port Arthur Refinery fire expenses. The results were driven primarily by the Refining segment, which generated $4.5 billion of operating income (adjusted $4.4 billion) and a refining margin of $23.62 per barrel versus $12.35 a year earlier, alongside a sharp improvement in Renewable Diesel operating income to $717 million and Ethanol operating income to $318 million. Cash generation was robust, with net cash from operations of $5.6 billion, including a $706 million working capital benefit. Adjusted operating cash flow was $4.5 billion, against capital investments attributable to Valero of $346 million. Stockholder cash returns totaled $2.6 billion, equal to a 59% payout of adjusted operating cash flow, and the board declared a quarterly dividend of $1.20 per share. Valero ended the quarter with $9.1 billion of total debt, $7.9 billion of cash, and a net debt-to-capitalization ratio of 11%. Investors should note several items: the Benicia Refinery in California has been fully idled and is now in decommissioning and redevelopment, which is reported within Corporate and Other; a March 2026 incident at the Port Arthur Refinery produced $15 million of repair costs; and the $230 million FCC Unit optimization project at St. Charles remains on schedule for start-up in the third quarter of 2026. The 8-K furnishes the earnings release under Item 2.02 and does not itself contain new forward guidance beyond these statements.

Jul 30, 2026 8-K

Regulation FD

Valero Energy 8-K Report, Regulation FD Disclosure (Jul 16, 2026)

Valero Energy Corporation (VLO) has announced a significant expansion of its share repurchase program, demonstrating a strong commitment to returning capital to shareholders. The company's Board of Directors authorized an additional $5.0 billion for share repurchases, effective July 16, 2026. This new authorization is in addition to the $1.4 billion remaining under the February 2026 Program, bringing the total potential capital allocated for buybacks to $6.4 billion. This substantial capital return initiative signals management's confidence in Valero's financial strength and future prospects. Investors should view this as a positive development, indicating that the company anticipates generating sufficient free cash flow to fund these repurchases while continuing to invest in its operations. The open-ended nature of both programs suggests a flexible approach to capital allocation.

Jul 16, 2026 8-K

Leadership ChangesShareholder MattersOther Events+1

Valero Energy 8-K Report, Executive Changes (May 8, 2026)

Valero Energy Corporation (VLO) filed an 8-K on May 8, 2026, reporting key outcomes from its 2026 Annual Stockholder Meeting and an executive retirement. The meeting, held on May 7, 2026, saw the re-election of all director nominees with strong majority support from shareholders. Additionally, advisory votes to approve executive compensation and ratify the appointment of KPMG LLP as the independent auditor were also overwhelmingly approved. Notably, Eric A. Fisher, Senior Vice President of Product Supply, Trading and Wholesale, announced his intention to retire on or about July 1, 2026. Mr. Fisher will assist in the transition of his duties as part of Valero's succession planning. The company also formalized its non-employee director compensation by granting stock units valued at $200,000 each, vesting at the 2027 annual meeting, with an additional one-year holding period.

May 8, 2026 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Apr 30, 2026)

Valero Energy reported net income attributable to stockholders of $1.3 billion, or $4.22 per diluted share, for Q1 2026, compared with a net loss of $595 million, or $1.90 per share, in Q1 2025. The prior-year loss included a $1.1 billion pre-tax asset impairment on the Benicia and Wilmington refineries. Adjusted for that charge, Q1 2025 earnings were $0.89 per share, so the year-over-year improvement is roughly $3.33 per share on an adjusted basis. Refining drove the result: segment operating income was $1.8 billion versus an adjusted $605 million a year earlier, and refining margin rose to $14.90 per barrel from $9.78. Throughput averaged 2.9 million barrels per day. The Renewable Diesel segment (Diamond Green Diesel) swung to $139 million of operating income from a $141 million loss, and Ethanol operating income rose to $90 million from $20 million. Cash generation and shareholder returns were strong. Net cash provided by operating activities was $1.4 billion, or $1.6 billion on an adjusted basis after a $303 million unfavorable working capital impact and a $102 million adjustment for the other DGD member's share. Capital investments attributable to Valero were $430 million, with most of the total spending sustaining the business. Stockholder cash returns totaled $938 million, a 59 percent payout of adjusted operating cash flow. The quarterly dividend was raised 6 percent to $1.20 per share. Balance sheet metrics remain solid, with $9.2 billion of total debt, $5.7 billion of cash, and a net debt-to-capitalization ratio of 18 percent, after an $850 million note issuance in March used to repay 2026 maturities and for general corporate purposes. Looking ahead, the St. Charles FCC Unit optimization project ($230 million) is expected to begin operations in Q3 2026. The filing also notes that Benicia Refinery operations are being idled in a phased approach, with refining operations to cease by the end of April 2026, and that depreciation for Q1 2026 included about $100 million of incremental expense tied to the shortened useful life of that refinery. Management highlighted that the company remains well positioned to benefit from the current margin environment, though the release cautions that results depend on volatile commodity markets, tariffs, geopolitical tensions, and low-carbon fuel policy.

Apr 30, 2026 8-K

Material AgreementsExhibits & Filings

Valero Energy 8-K Report, Material Agreement (Mar 9, 2026)

Valero Energy Corporation (VLO) announced the entry into a material definitive agreement on March 5, 2026, related to the issuance and sale of $850 million in aggregate principal amount of 5.150% Senior Notes due 2036. These notes are being offered under a shelf registration statement previously filed with the SEC, utilizing a prospectus supplement to provide specific terms of this offering. This move indicates Valero's strategy to secure long-term debt financing, likely to support ongoing operations, capital expenditures, or other strategic initiatives. Investors should note that the offering is expected to close on March 10, 2026. The filing provides details on the underwriting syndicate, which includes prominent financial institutions such as SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., and Wells Fargo Securities, LLC. While this report details the agreement, it explicitly states it is not an offer to sell or a solicitation of an offer to buy securities, and such offers will be made only through a prospectus meeting the requirements of Section 10 of the Securities Act.

Mar 9, 2026 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jan 29, 2026)

Valero Energy (VLO) reported fourth-quarter 2025 net income attributable to stockholders of $1.1 billion, or $3.73 per diluted share, versus $281 million, or $0.88 per share, a year earlier. Adjusted net income was $1.2 billion, or $3.82 per share, compared with $0.64 in Q4 2024. For the full year 2025, GAAP net income was $2.3 billion ($7.57 per share) and adjusted net income was $3.3 billion ($10.61 per share), up from $8.48 adjusted in 2024. The year-over-year improvement was driven primarily by the Refining segment, where operating income rose to $1.7 billion from $437 million, and Refining margin per barrel roughly tripled to $13.61 from $8.44. Throughput reached a record of about 3.1 million barrels per day in the quarter. Renewable Diesel (DGD) and Ethanol results were mixed: Renewable Diesel operating income fell to $92 million from $170 million, while Ethanol rose to $117 million from $20 million. The full-year GAAP figures include a $1.1 billion asset impairment on the Benicia and Wilmington California refineries, following Valero's plan to cease refining operations at Benicia by April 2026. Management also disclosed $50 million of employee retention and separation costs tied to Benicia, and roughly $300 million of incremental depreciation for 2025. Investors should view the California exit as a structural change to the West Coast footprint, which is reflected in a U.S. West Coast adjusted operating loss in Q4. Capital discipline and shareholder returns remained central to the message. Stockholder cash returns were $1.4 billion in the quarter and $4.0 billion for 2025, a 67 percent payout of adjusted operating cash flow. The quarterly dividend was raised 6 percent to $1.20 per share. Year-end 2025 total debt was $8.3 billion, with cash of $4.7 billion and a net debt-to-capitalization ratio of 18 percent. The St. Charles FCC Unit optimization project, a $230 million investment, remains on track to start in the second half of 2026.

Jan 29, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Valero Energy 8-K Report, Executive Changes (Oct 29, 2025)

Valero Energy (VLO) announced a planned CFO transition. The Board appointed Homer Bhullar, currently Vice President-Investor Relations and Finance, as Senior Vice President and Chief Financial Officer effective January 1, 2026. He succeeds Jason Fraser, who will retire as Executive Vice President and CFO at the close of business on December 31, 2025, and retire as an employee in the first quarter of 2026. Bhullar will also become Valero's Principal Financial Officer and Principal Accounting Officer upon appointment. The transition is planned and internally sourced, with Fraser cited as having been at Valero since 1999 and having previously served as General Counsel. Management emphasized continuity, pointing to the company's established succession planning process and to its capital allocation framework, which includes balance sheet management, return discipline on capital investments, and stockholder commitments. The filing also discloses a significant compensation increase for Bhullar, effective January 1, 2026. His base salary rises from $500,000 to $770,000 (a 54% increase), his bonus target rises from 75% to 85% of base salary, and his long-term incentive target rises from 220% to 350% of base salary. These changes signal the Board's view of the expanded scope and responsibility of the CFO role and are a meaningful increase in pay-at-risk tied to performance. Bhullar, age 44, has been with Valero since 2014, previously working as an investment banker at J.P. Morgan and Citigroup, and holds a UT Austin economics degree and MBA. For investors, the key takeaways are that the CFO change is orderly, with a seven-week overlap of the outgoing and incoming CFO period between the announcement and the effective date, and that the successor is an internal candidate with deep familiarity with Valero's investor communications and capital allocation strategy. The primary risks to monitor are execution continuity in investor relations and finance functions, since Bhullar's current IR role will need to be backfilled, and whether the enhanced incentive structure aligns his interests with long-term shareholder returns. The filing contains forward-looking statements regarding timing and references refining-sector risks such as policy, tariffs, geopolitical conflict, and margin pressure.

Oct 29, 2025 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Oct 23, 2025)

Valero Energy (VLO) reported third-quarter 2025 net income attributable to stockholders of $1.1 billion, or $3.53 per diluted share, versus $364 million, or $1.14 per share, a year earlier. Adjusted net income was $1.1 billion, or $3.66 per share, excluding $50 million of Benicia Refinery employee retention and separation costs (net $39 million after tax). The quarter was driven by a sharp rebound in refining: Refining margin per barrel rose to $13.14 from $9.09, and Refining operating income reached $1.6 billion versus $565 million. Refinery throughput utilization was 97 percent, with Gulf Coast and North Atlantic regions setting all-time throughput highs. Ethanol delivered record production and higher operating income, while Renewable Diesel swung to a $28 million operating loss from $35 million of income, reflecting weaker margins per gallon. Cash generation and shareholder returns remained strong. Net cash from operations was $1.9 billion, or $1.6 billion on an adjusted basis after a $325 million working-capital benefit and an adjustment for the other DGD member's share. Valero returned $1.3 billion to stockholders ($351 million in dividends and $931 million in buybacks of about 5.7 million shares), a 78 percent payout of adjusted operating cash flow, and has returned over $2.6 billion year to date. Capital investments were $409 million, and the balance sheet ended the quarter with $8.4 billion of total debt, $2.2 billion of finance lease obligations, and $4.8 billion of cash, for a net debt-to-capitalization ratio of 18 percent. The filing also flags material longer-term items. Valero recorded a $1.1 billion asset impairment in the first nine months on its Benicia and Wilmington California refineries, and it plans to cease refining operations at Benicia by April 2026, which will add incremental depreciation of roughly $100 million in the quarter and about $200 million year to date. The St. Charles FCC Unit optimization project ($230 million) is expected to begin operations in the second half of 2026. This information is furnished under Item 2.02 and is not incorporated into Securities Act registration statements.

Oct 23, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Valero Energy 8-K Report, Material Agreement (Oct 16, 2025)

Valero Energy Corporation (VLO) has announced a significant amendment and restatement of its revolving credit agreement, extending its maturity to October 16, 2030. This move enhances the company's financial flexibility by providing access to a $4 billion credit facility, with the potential to increase it by an additional $1.5 billion. The extended maturity offers long-term certainty for funding general corporate purposes and supports Valero's ongoing operational and strategic initiatives. This refinancing demonstrates Valero's ability to secure favorable credit terms, with interest rates and commitment fees tied to its credit ratings from major agencies. The flexibility to adjust borrowing costs based on its financial health is a positive indicator for investors. The company's proactive management of its debt structure and liquidity position is crucial for maintaining its operational resilience and pursuing growth opportunities in the dynamic energy sector.

Oct 16, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Valero Energy 8-K Report, Executive Changes (Sep 19, 2025)

Valero Energy Corporation (NYSE: VLO) filed an 8-K on September 19, 2025 to report the election of Robert L. Reymond to its Board of Directors. The Board, on September 18, 2025, increased its size from nine to ten members and elected Mr. Reymond, with his term running until the 2026 annual meeting. He was also appointed to the Nominating and Corporate Governance Committee effective immediately. The filing is an governance event with no disclosed financial results, guidance, or operational changes. Mr. Reymond's compensation is disclosed as pro-rata: a 924-unit stock grant vesting on the first anniversary of the grant date, plus a pro-rata cash retainer of $97,500. These amounts are modest relative to Valero's scale and are consistent with its standard non-employee director program described in its March 2025 proxy statement. He most recently served as Chief Operating Officer of the Energy Group at Burns & McDonnell, a privately held engineering and construction firm, and brings refining, low-carbon fuels, midstream, and power project experience. The press release characterizes him as an independent director. For investors, the event is largely routine board refresh. It may modestly strengthen the board's engineering and project-execution expertise, particularly as Valero manages 15 refineries (about 3.2 million barrels per day), its renewable diesel joint venture, and its ethanol plants. The filing contains no new financial information, and the Item 7.01 disclosure is furnished rather than filed.

Sep 19, 2025 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jul 24, 2025)

Valero Energy (VLO) reported second-quarter 2025 net income attributable to stockholders of $714 million, or $2.28 per diluted share, down from $880 million, or $2.71 per share, in the second quarter of 2024. Results were weighed down by a weaker Renewable Diesel segment, which posted an operating loss of $79 million versus $112 million of operating income a year earlier, and by Ethanol operating income that fell to $54 million from $105 million. Refining was the bright spot, with segment operating income rising to $1.3 billion from $1.2 billion and Refining margin per barrel of throughput reaching $12.35, up from $11.14, on throughput of 2.9 million barrels per day. Management highlighted a record refining throughput rate in the U.S. Gulf Coast. Cash generation and shareholder returns were solid. Operating cash flow was $936 million, or $1.3 billion on an adjusted basis excluding a $325 million working capital headwind and a $86 million joint venture adjustment tied to Diamond Green Diesel. Valero returned $695 million to shareholders through $354 million in dividends and $341 million in buybacks of roughly 2.6 million shares, a payout ratio of 52 percent of adjusted operating cash flow. The company also declared a $1.13 quarterly dividend and repaid $251 million of 2.85% senior notes that matured in April. For the first half of 2025, net income attributable to stockholders fell to $119 million, or $0.37 per share, because of a $1.1 billion pre-tax asset impairment on the Benicia and Wilmington refineries in California. Valero plans to cease refining operations at Benicia by the end of April 2026, and the company recorded about $100 million of incremental depreciation in the quarter tied to that plan. Year-end balance sheet strength remains intact, with total debt of $8.4 billion, $4.5 billion of cash, and a net debt-to-capitalization ratio of 19 percent.

Jul 24, 2025 8-K

Leadership ChangesShareholder MattersOther Events+1

Valero Energy 8-K Report, Executive Changes (May 9, 2025)

This 8-K filing from Valero Energy Corporation (VLO) primarily reports on the outcomes of its 2025 Annual Stockholder Meeting, held on May 6, 2025. Key events include the retirement of a director, Robert A. Profusek, and the overwhelmingly affirmative re-election of all director nominees. The filing details the voting results for director elections, the advisory vote on executive compensation, and the ratification of KPMG LLP as the independent auditor. Additionally, the report announces the implementation of a new stock unit award program for non-employee directors, effective May 6, 2025. Each re-elected non-employee director will receive stock units valued at $200,000, which are subject to vesting on the date of the 2026 annual meeting and an additional one-year holding period. This initiative aligns director compensation with long-term shareholder interests.

May 9, 2025 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Apr 24, 2025)

Valero Energy reported a first-quarter 2025 GAAP net loss attributable to stockholders of $595 million, or $1.90 per share, compared with net income of $1.245 billion ($3.75 per share) a year earlier. The headline loss was driven by a pre-tax $1.131 billion asset impairment ($877 million after tax) on the Benicia and Wilmington refineries in California. Excluding that charge, adjusted net income was $282 million, or $0.89 per share, versus $1.274 billion ($3.84 per share) in Q1 2024. The decline reflects much weaker refining margins: Refining margin fell to $9.78 per barrel from $14.07, and Renewable Diesel margin collapsed to $5 million from $345 million as the segment faced a challenging margin environment. The company is exiting California refining. Management approved a plan in late March 2025 to cease refining operations at Benicia by the end of April 2026, and it is evaluating strategic alternatives for its remaining California operations. Management characterized the quarter as positive despite heavy maintenance, but the adjusted figures show a sharp year-over-year earnings decline and a sizable operating loss in the Refining segment. Balance sheet and cash flow remain solid. Net cash from operations was $952 million ($862 million adjusted), and Valero returned $633 million to shareholders through $356 million in dividends and $277 million in buybacks of roughly 2.1 million shares. Total debt was $8.5 billion, cash was $4.6 billion, and the net debt-to-capitalization ratio was 19 percent. The quarterly dividend was raised 6 percent to $1.13 per share. Capital investments were $660 million, and a $230 million FCC optimization project at St. Charles is slated for completion in 2026.

Apr 24, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Apr 16, 2025)

Valero Energy Corporation (VLO) announced a significant operational shift in California, with its subsidiary intending to idle, restructure, or cease operations at the Benicia Refinery by the end of April 2026. This decision is part of a broader evaluation of strategic alternatives for Valero's California operations. The company has also recognized a substantial pre-tax impairment charge of $1.1 billion related to the Benicia and Wilmington refineries as of March 31, 2025. This charge is expected to be treated as a special item, excluding it from first quarter 2025 adjusted earnings. The impairment includes $337 million for asset retirement obligations, reflecting changes in the estimated timing of costs to retire these assets. Investors should monitor Valero's ongoing strategic review of its California assets and the potential impact of these decisions on future financial performance and regional supply dynamics.

Apr 16, 2025 8-K

Regulation FDExhibits & Filings

Valero Energy 8-K Report, Regulation FD Disclosure (Mar 18, 2025)

Valero Energy (VLO) filed this Form 8-K under Item 7.01 (Regulation FD) to furnish an updated March 2025 investor presentation (Exhibit 99.01). The filing contains no new financial results, guidance changes, or material events; it is a presentation update furnished rather than filed, so it carries limited standalone earnings signal. Its value to investors lies in the detailed disclosures it contains: management's framing of Valero's strategy around capital discipline, operational excellence, and low-carbon fuels, along with supporting historical data. The presentation highlights Valero's cost leadership, with the lowest cash operating cost in its peer group, and a 2024 refining segment adjusted EBITDA of about $5.98 per barrel versus a 2015–2024 average of $7.20. It reports average free cash flow of $3.55 billion over 2012–2024 with lower earnings volatility than peers. Management also points to a 43% reduction in shares outstanding since 2012, a dividend per share of $4.52 on an annualized basis, and a 2014–2024 cumulative cash return to stockholders of roughly $34.5 billion through dividends and buybacks ($13.7B dividends, $20.9B buybacks). The 2024 payout ratio was 78%, against a stated through-cycle target of 40% to 50%. The low-carbon segment is central to the growth narrative. Diamond Green Diesel completed its Port Arthur SAF project in 4Q24, capable of producing about 235 million gallons per year of SAF, and the 2024 DGD adjusted EBITDA per gallon fell to $0.59 from $2.34 in 2020, showing margin compression in renewable diesel. Management also disclosed an ethanol segment with 45Q and LCFS-driven carbon capture plans tied to the Summit Carbon Solutions project, and a 2024 ethanol adjusted EBITDA of $0.24 per gallon. Investors should weigh the growth capital plan, the sensitivity of low-carbon margins to policy credits, and the cyclicality of refining margins. The presentation also carries forward-looking statements and non-GAAP reconciliations that should be reviewed in full.

Mar 18, 2025 8-K

Material AgreementsExhibits & Filings

Valero Energy 8-K Report, Material Agreement (Feb 6, 2025)

Valero Energy Corporation (VLO) has announced the execution of a material definitive agreement to issue and sell $650 million in aggregate principal amount of 5.150% Senior Notes due 2030. The offering, which is registered under the Securities Act of 1933, is being made through a prospectus supplement and is expected to close on February 7, 2025. This action indicates Valero's strategy to raise capital through debt financing, likely to support its ongoing operations, strategic initiatives, or refinancing existing debt. Investors should note that the specifics of the use of proceeds are not detailed in this 8-K filing, but the issuance of senior notes is a common method for large corporations to secure funding. The fixed interest rate of 5.150% provides certainty regarding future interest expense. The significant principal amount suggests a material impact on the company's balance sheet and future cash flow obligations.

Feb 6, 2025 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jan 30, 2025)

Valero Energy reported fourth-quarter 2024 net income attributable to stockholders of $281 million, or $0.88 per diluted share, versus $1.2 billion ($3.55) a year earlier. Adjusted net income was $207 million ($0.64 per share), after removing a $74 million favorable second-generation biofuel tax credit true-up. For the full year, net income was $2.8 billion ($8.58 per share) and adjusted net income was $2.7 billion ($8.48 per share), both sharply lower than 2023 as refining margins compressed. Refining margin per barrel fell to $8.44 in the quarter from $12.89, and Refining operating income dropped to $437 million from $1.6 billion. The Renewable Diesel segment (Diamond Green Diesel, 50% owned) was the relative bright spot, with operating income of $170 million versus $84 million a year earlier, as its margin per gallon rose to $1.06 from $0.65. Ethanol operating income fell to $20 million from $190 million. Cash flow remained solid: operating cash flow was $1.1 billion in the quarter and $6.7 billion for the year, of which $795 million came from working capital. Valero returned $601 million to stockholders in the quarter (63% of adjusted operating cash flow) and $4.3 billion for the year, and raised its quarterly dividend 6% to $1.13 per share. Balance sheet metrics stayed conservative, with a 17% net debt-to-capitalization ratio and $4.7 billion of cash at year-end. Management highlighted completion of the Diamond Green Diesel SAF project and progress on a $230 million FCC optimization project at St. Charles, due in 2026. The main investor question is whether refining margins recover enough to offset the weaker 2024 earnings trajectory, given the company's continued emphasis on shareholder returns.

Jan 30, 2025 8-K

Other Events

Valero Energy 8-K Report, Corporate Update (Jan 30, 2025)

Valero Energy Corporation (VLO) has released preliminary unaudited financial and operating results for the fourth quarter and full year ended December 31, 2024. Investors should note that these figures are subject to change pending completion of the company's financial closing procedures and management review. The reported results indicate a significant decrease in revenue and net income for both the fourth quarter and the full year compared to the same periods in 2023. Specifically, for the fourth quarter of 2024, Valero reported net income attributable to stockholders of $281 million ($0.89 per share), a substantial drop from $1,202 million ($3.55 per share) in the prior year's fourth quarter. Full-year net income attributable to stockholders was $2.77 billion ($8.58 per share) in 2024, down from $8.84 billion ($24.93 per share) in 2023. A notable item impacting the income statement is a current income tax benefit of $79 million recognized in the fourth quarter of 2024, related to the IRS approval for second-generation biofuel tax credits. Despite the lower reported income, Valero's balance sheet as of December 31, 2024, shows total debt and finance lease obligations of $10.463 billion, a decrease from $11.524 billion in the prior year. Investors are advised to consult Valero's forthcoming Form 10-K for audited financial statements and a comprehensive analysis.

Jan 30, 2025 8-K

Leadership Changes

Valero Energy 8-K Report, Executive Changes (Oct 30, 2024)

Valero Energy Corporation announced a significant leadership transition with the upcoming retirement of Executive Chairman Joseph W. Gorder, effective December 31, 2024. This transition marks the end of Mr. Gorder's tenure as Executive Chairman and a member of the Board of Directors. In connection with this, the Board has elected current Chief Executive Officer and President, R. Lane Riggs, to assume the additional role of Chairman of the Board, also effective December 31, 2024. This leadership change is important for investors to note as it signifies a new chapter in the company's governance. Mr. Riggs will now hold both the CEO and Chairman titles, a common structure in corporate leadership that can streamline decision-making and strategic direction. The Board size will also be reduced from 11 to 10 directors following Mr. Gorder's retirement.

Oct 30, 2024 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Oct 24, 2024)

Valero Energy (VLO) reported third-quarter 2024 net income attributable to stockholders of $364 million, or $1.14 per share, down sharply from $2.6 billion, or $7.49 per share, a year earlier. The decline was driven primarily by the Refining segment, where operating income fell to $565 million from $3.4 billion and refining margin per barrel dropped to $9.09 from $19.47. Management attributed the weak results in part to heavy maintenance activity, with refining throughput averaging 2.9 million barrels per day. Renewable Diesel operating income declined to $35 million from $123 million, though sales volumes rose about 18% year over year to 3.5 million gallons per day. Ethanol operating income was $153 million versus $197 million, on higher production volumes. Cash generation and shareholder returns remained substantial relative to earnings. Adjusted net cash provided by operating activities was $1.1 billion, and Valero returned $907 million to stockholders through $342 million in dividends and $565 million in buybacks of roughly 3.8 million shares. That equates to an 84 percent payout ratio of adjusted operating cash flow, above the company's through-cycle target of 40 to 50 percent. The balance sheet remained solid, with $5.2 billion in cash, $8.4 billion of total debt, and a net debt-to-capitalization ratio of 17 percent. On the strategic side, Valero completed the Sustainable Aviation Fuel (SAF) project at the Diamond Green Diesel (DGD) Port Arthur plant in October 2024, on schedule and under budget. The project gives the plant the option to convert about 50 percent of its 470 million gallon annual renewable diesel capacity to SAF, with full operation expected later in 2024. For investors, the key questions are how quickly refining margins recover from the sharp year-over-year decline and whether the payout ratio remains above target over the near term.

Oct 24, 2024 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jul 25, 2024)

Valero Energy (VLO) reported second-quarter 2024 net income attributable to stockholders of $880 million, or $2.71 per share, down sharply from $1.94 billion, or $5.40 per share, in Q2 2023. The decline was driven primarily by weaker refining margins: Refining operating income fell to $1.2 billion from $2.4 billion, and Refining margin per barrel dropped to $11.14 from $15.62. Renewable Diesel operating income fell to $112 million from $440 million, reflecting planned maintenance that reduced sales volumes by roughly 908 thousand gallons per day and lower renewable diesel margins. Ethanol was roughly stable at $105 million of operating income versus $127 million a year earlier. Cash generation and shareholder returns remained substantial. Net cash provided by operating activities was $2.5 billion, boosted by a $789 million favorable working-capital change; adjusted operating cash flow was $1.6 billion. Valero returned $1.4 billion to stockholders, including $347 million in dividends and $1.0 billion in buybacks of about 6.6 million shares, an 87 percent payout ratio versus adjusted operating cash flow. The company ended the quarter with $5.2 billion of cash, $8.4 billion of total debt, and a net debt-to-capitalization ratio of 16 percent, and it declared a quarterly dividend of $1.07 per share. Looking ahead, the Sustainable Aviation Fuel project at the Diamond Green Diesel Port Arthur plant remains on track for fourth-quarter 2024 operation, at a total cost of $315 million, with Valero's share at half. The project would let roughly 50 percent of the plant's 470 million gallon annual renewable diesel capacity be upgraded to SAF. Investors will likely focus on the sharp year-over-year earnings decline, the sustainability of the 40 to 50 percent through-cycle payout target given that Q2 payouts exceeded it, and whether refining and renewable diesel margins recover.

Jul 25, 2024 8-K

Leadership ChangesShareholder MattersOther Events+1

Valero Energy 8-K Report, Executive Changes (May 20, 2024)

Valero Energy Corporation (VLO) filed an 8-K on May 19, 2024, detailing the outcomes of its 2024 Annual Meeting of Stockholders held on May 15, 2024. The report confirms the retirement of director Donald L. Nickles and provides detailed voting results for the election of directors, advisory approval of executive compensation, and ratification of the independent auditor. All director nominees received substantial support, with over 90% of votes cast in favor for each. Similarly, the advisory vote on executive compensation and the ratification of KPMG LLP as the independent auditor were overwhelmingly approved. In addition to the meeting results, Valero announced the implementation of a new compensation component for its non-employee directors. Effective May 15, 2024, each re-elected non-employee director received a stock unit award valued at $200,000. These stock units are designed to vest on the date of the 2025 annual meeting, aligning director interests with long-term shareholder value. This initiative is part of Valero's ongoing efforts to structure its director compensation program.

May 20, 2024 8-K

Regulation FDExhibits & Filings

Valero Energy 8-K Report, Regulation FD Disclosure (May 1, 2024)

Valero Energy's May 1, 2024 Form 8-K is a Regulation FD filing (Item 7.01) furnishing an updated May 2024 investor presentation (Exhibit 99.1). The filing itself contains no new financial results, guidance changes, or transactional disclosures; its value lies in the slides, which reaffirm the company's strategy and provide historical performance data. The presentation emphasizes capital discipline, lowest-cash-cost refining operations, and low-carbon growth through Diamond Green Diesel (DGD), with a Sustainable Aviation Fuel (SAF) project at the Port Arthur DGD plant expected to complete in 4Q 2024 at a total cost of $315 million (Valero's half is about $158 million), targeting a 25% after-tax IRR. The deck highlights strong shareholder returns: an average payout ratio of 69% since 2014 (55% excluding 2020), a 36% reduction in shares outstanding since 2014, and a 16% average ROIC since 2014. It also cites an average free cash flow of $3.5 billion for 2012 to 2023 and a reported 2023 free cash flow of $9.65 billion. Management's stated through-cycle payout target is 40% to 50%, with a 20% to 30% net debt-to-capitalization target and approximately $1.5 billion of annual sustaining capex. The 2024 guidance (as provided on the 1Q24 earnings call) includes approximately $2.0 billion of annual capital investments attributable to Valero, 1.2 billion gallons of renewable diesel sales volume, and a Gulf Coast refinery throughput range of 1,790 to 1,840 thousand barrels per day for 2Q24. Investors should note that the slides are promotional in nature and rely on non-GAAP measures (free cash flow, adjusted EBITDA, ROIC, payout ratio) whose definitions are reconciled in the appendix. Several forward-looking items, including the Summit Carbon Solutions pipeline connection and the Ethanol-to-Jet SAF evaluation, remain subject to execution and policy risk, such as changes in the 45Q credit and LCFS values. Because the filing itself is a restatement of presentation materials rather than a new event, its market significance is limited.

May 1, 2024 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Apr 25, 2024)

Valero Energy (VLO) reported first-quarter 2024 net income attributable to stockholders of $1.2 billion, or $3.75 per diluted share, down sharply from $3.1 billion, or $8.29 per share, in the first quarter of 2023. Excluding a $29 million pre-tax project liability charge tied to the cancelled Navigator carbon capture pipeline, adjusted EPS was $3.82 versus $8.27 a year earlier. The decline was driven primarily by the Refining segment, where operating income fell to $1.7 billion from $4.1 billion and refining margin per barrel dropped to $14.07 from $22.37. Management attributed the results partly to heavy planned maintenance across the refining system, which reduced throughput to 2.8 million barrels per day. The Renewable Diesel segment (Diamond Green Diesel, a 50/50 joint venture) was steadier, with operating income of $190 million versus $205 million a year earlier, despite sales volumes rising about 25 percent to 3.7 million gallons per day from the Port Arthur expansion. Margin per gallon compressed, however, to $1.02 from $1.30. Ethanol operating income fell to $10 million, though adjusted operating income was flat at $39 million. Cash generation and capital returns remained substantial. Net cash from operations was $1.8 billion, or $1.9 billion on an adjusted basis, and Valero returned $1.4 billion to stockholders through $356 million in dividends and $1.0 billion in buybacks, a payout ratio of 74 percent of adjusted operating cash flow. The quarterly dividend was raised to $1.07 from $1.02, and total debt ended the quarter at $8.5 billion with net debt-to-capitalization of 17 percent. The company also said the Diamond Green Diesel Sustainable Aviation Fuel project is now expected to start up in the fourth quarter of 2024, ahead of earlier schedule, at a total cost of $315 million.

Apr 25, 2024 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jan 25, 2024)

Valero Energy reported fourth-quarter 2023 net income attributable to stockholders of $1.2 billion, or $3.55 per diluted share, down sharply from $3.1 billion, or $8.15 per share, in the fourth quarter of 2022. For the full year 2023, net income was $8.8 billion, or $24.92 per diluted share, versus $11.5 billion, or $29.04 per share, in 2022. Adjusted full-year EPS was $24.90, compared with $29.16 in 2022. The decline was driven primarily by weaker refining margins: Refining segment operating income fell to $1.6 billion in Q4 from $4.3 billion a year earlier, and Refining margin per barrel dropped to $12.89 from $22.58. Renewable Diesel operating income also declined to $84 million from $261 million, while Ethanol improved to $190 million from $7 million on higher volumes and lower corn prices. Capital allocation remained shareholder-focused. Valero returned $1.3 billion to stockholders in Q4 and over $6.6 billion for the full year, equal to 60 percent of adjusted operating cash flow, including $5.2 billion in buybacks and $1.5 billion in dividends. The board raised the quarterly dividend 5 percent to $1.07 per share. Full-year adjusted net cash from operations was $11.0 billion, though reported operating cash flow of $9.2 billion was reduced by a $2.3 billion working capital headwind. The balance sheet remained solid, with a net debt-to-capitalization ratio of 18 percent and $5.4 billion of cash at year-end. Looking ahead, the Sustainable Aviation Fuel project at the Diamond Green Diesel Port Arthur plant remains on schedule for completion in the first quarter of 2025, at a total cost of $315 million, of which Valero's share is half. Management views the project as positioning DGD to become one of the largest SAF producers globally. The release is furnished under Item 2.02 rather than filed, and it contains non-GAAP adjustments that investors should reconcile against GAAP results.

Jan 25, 2024 8-K

Leadership Changes

Valero Energy 8-K Report, Executive Changes (Nov 13, 2023)

Valero Energy Corporation (VLO) announced the impending retirement of Senior Vice President and Chief Accounting Officer, Lawrence M. Schmeltekopf, effective around January 2, 2024. Mr. Schmeltekopf, 59, will assist in transitioning his duties internally as part of the company's succession planning. This report is filed under Item 5.02, pertaining to officer departures and appointments. While the departure of a key financial officer is noted, the company emphasizes its ongoing succession plan to ensure a smooth transition. Investors should monitor future filings for information regarding Mr. Schmeltekopf's replacement and any potential impact on financial reporting processes. Valero also includes a standard safe harbor statement, cautioning that actual results may differ from forward-looking statements due to various risk factors.

Nov 13, 2023 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Oct 26, 2023)

Valero Energy (VLO) reported third-quarter 2023 net income attributable to stockholders of $2.6 billion, or $7.49 per diluted share, versus $2.8 billion, or $7.19 per share, in the year-earlier quarter. Operating income fell to $3.5 billion from $3.8 billion, driven by weaker Refining margins (Refining operating income of $3.4 billion versus $3.8 billion), partly offset by a sharp improvement in Ethanol and a higher Renewable Diesel volume base. Refining throughput averaged 3.0 million barrels per day at 95 percent capacity utilization, and refining margin per barrel fell to $19.47 from $21.34. Per-share earnings held up better than net income because the share count dropped meaningfully, from 390 million to 349 million weighted-average shares. Cash generation and shareholder returns remained strong. Net cash from operations was $3.3 billion and adjusted operating cash flow was $3.2 billion. Valero returned $2.2 billion to stockholders, including $1.8 billion of buybacks (about 13 million shares) and $360 million in dividends, equal to a 68 percent payout ratio against its 40 to 50 percent target. The balance sheet remained solid, with $5.8 billion of cash, $9.2 billion of total debt, and a net debt-to-capitalization ratio of 17 percent. Management also reiterated that the Sustainable Aviation Fuel project at the Diamond Green Diesel Port Arthur plant is on schedule for 2025 completion, at a total cost of $315 million, with Valero's half at about $158 million. The filing is a furnished (not filed) Item 2.02 report that attaches the earnings release as Exhibit 99.01, so the information is not incorporated into Securities Act registration statements. The results are presented as of a single quarter and do not include forward guidance beyond the stated targets and project timing. Investors should weigh the year-over-year decline in refining margins against the strong capital return program and the growth in renewable fuels.

Oct 26, 2023 8-K

Leadership ChangesRegulation FD

Valero Energy 8-K Report, Executive Changes (Sep 15, 2023)

Valero Energy Corporation (VLO) announced two significant developments in its recent 8-K filing. Firstly, the company disclosed that Cheryl L. Thomas, Senior Vice President and Chief Technology Officer, intends to retire around January 2, 2024. Ms. Thomas will be engaged in transitioning her responsibilities internally as part of Valero's succession planning. Secondly, and of significant interest to investors, Valero's Board of Directors has authorized an additional share repurchase program. This new authorization allows for the purchase of up to $2.5 billion of Valero's common stock, with no expiration date. This program is in addition to any remaining amount available under a prior $2.5 billion authorization approved in February 2023. This substantial buyback authorization signals the company's confidence in its financial position and its commitment to returning value to shareholders.

Sep 15, 2023 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jul 27, 2023)

Valero Energy (VLO) reported second quarter 2023 net income attributable to stockholders of $1.9 billion, or $5.40 per diluted share, compared with $4.7 billion, or $11.57 per share, in the second quarter of 2022. The year-over-year decline was driven primarily by a sharp compression in refining margins: Refining segment operating income fell to $2.4 billion from $6.2 billion, and Refining margin per barrel dropped to $15.62 from $30.01. Partially offsetting this, the Renewable Diesel segment grew operating income to $440 million from $152 million, aided by the startup of the DGD Port Arthur plant in late 2022, and Ethanol operating income rose modestly to $127 million from $101 million. Consolidated operating income was $2.8 billion versus $6.2 billion a year earlier. Cash generation and shareholder returns remained substantial. Net cash provided by operating activities was $1.5 billion, though this included a $1.2 billion unfavorable working capital swing; adjusted operating cash flow was $2.5 billion. Valero returned over $1.3 billion to stockholders, consisting of $367 million in dividends and $951 million in buybacks of roughly 8.4 million shares, a payout ratio of 53 percent of adjusted operating cash flow, slightly above its 40-50 percent target range. The quarterly dividend was declared at $1.02 per share. The balance sheet remained solid, with $9.0 billion of total debt, $2.3 billion of finance lease obligations, $5.1 billion of cash, and a net debt-to-capitalization ratio of 18 percent. Strategically, the Port Arthur Coker project began operations in April 2023 and is reported to be running at full capacity, and a $315 million SAF project at DGD Port Arthur (Valero's share is half) is slated for completion in 2025, which could make DGD one of the largest SAF producers globally. Investors should weigh the strong cash returns and low leverage against the steep decline in refining profitability from the 2022 peak, which was elevated by exceptionally high product margins.

Jul 27, 2023 8-K

Leadership ChangesExhibits & Filings

Valero Energy 8-K Report, Executive Changes (Jul 21, 2023)

Valero Energy Corporation (VLO) announced a key executive promotion and associated compensation adjustments in a recent 8-K filing. Gary K. Simmons, previously Executive Vice President and Chief Commercial Officer, has been promoted to Executive Vice President and Chief Operating Officer, effective July 20, 2023. This move signifies a shift in operational leadership within the company. The compensation adjustments reflect the increased responsibilities of Mr. Simmons's new role. His annualized base salary has been raised to $900,000, and his long-term incentive (LTI) award target percentage has been significantly increased to 450% for the latter half of 2023. A transitional LTI award of approximately $802,188 was also granted to bridge the compensation difference due to the mid-year promotion, comprising both restricted and performance shares with terms aligned to previous grants. The bonus target percentage remains unchanged at 100%.

Jul 21, 2023 8-K

Leadership ChangesShareholder MattersOther Events+1

Valero Energy 8-K Report, Executive Changes (May 12, 2023)

Valero Energy Corporation's (VLO) 8-K filing on May 11, 2023, primarily details significant leadership transitions and outcomes from its annual shareholder meeting. Effective June 30, 2023, current CEO and Chairman Joseph W. Gorder will transition to Executive Chairman, while President and COO R. Lane Riggs will assume the roles of CEO and President. This transition includes adjustments to their compensation packages, with Riggs receiving an increased base salary, bonus target, and long-term incentive awards, while Gorder's base salary will be reduced. The filing also reports the results of Valero's annual meeting held on May 9, 2023, where all incumbent directors were re-elected with strong shareholder support, and the appointment of KPMG LLP as the independent auditor was ratified. Shareholders also overwhelmingly voted to hold advisory votes on executive compensation annually.

May 12, 2023 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Apr 27, 2023)

Valero Energy (VLO) reported first-quarter 2023 net income attributable to stockholders of $3.07 billion, or $8.29 per diluted share, versus $905 million, or $2.21 per share, in Q1 2022. Adjusted EPS, which excludes a $9 million after-tax gain on early debt retirement, was $8.27. Operating income rose to $4.04 billion from $1.38 billion, driven mainly by the Refining segment, which earned $4.06 billion of operating income and a Refining margin of $22.37 per barrel versus $12.74 a year earlier. Refineries ran at a 93% utilization rate despite planned maintenance. Renewable Diesel (the Diamond Green Diesel joint venture, Valero's 50% stake) and Ethanol also improved year over year, though both segments remain much smaller contributors to earnings. Cash generation and capital returns were strong. Adjusted net cash from operations was $3.6 billion, and Valero returned more than $1.8 billion to stockholders through $379 million of dividends and $1.5 billion of buybacks of about 11.0 million shares, a payout ratio of 52% against its 40-50% annual target. The quarterly dividend was raised to $1.02 per share from $0.98. Debt fell by $199 million to $9.0 billion, and cash rose to $5.5 billion, leaving a net debt-to-capitalization ratio of 18%. Strategically, the Port Arthur Coker project was completed in March and began operations in April, which should expand throughput and allow processing of more sour crude and residual feedstocks. The DGD joint venture approved a $315 million sustainable aviation fuel (SAF) project at Port Arthur for completion in 2025, with Valero's share at about $158 million. Valero also expects to be the anchor shipper for a carbon sequestration project with BlackRock and Navigator, with startup expected in late 2024. Note that this filing is a furnished 8-K, and the financial figures come from the earnings release, not the audited 10-Q.

Apr 27, 2023 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jan 26, 2023)

Valero Energy (VLO) reported strong fourth-quarter 2022 results, with net income attributable to stockholders of $3.1 billion, or $8.15 per diluted share, versus $1.0 billion, or $2.46 per share, in the fourth quarter of 2021. Adjusted net income was $3.2 billion, or $8.45 per share. For the full year 2022, net income attributable to stockholders was $11.5 billion ($29.04 per diluted share), with adjusted net income of $11.6 billion ($29.16 per share). Refining drove the results, with segment operating income of $4.3 billion in the quarter, refinery utilization of 97 percent (the highest since 2018), and a refining margin of $22.58 per barrel for the quarter, more than double the prior-year level. The Renewable Diesel segment (Diamond Green Diesel joint venture) contributed $261 million of operating income, and the DGD Port Arthur plant began operations in the fourth quarter, bringing total DGD capacity to roughly 1.2 billion gallons per year of renewable diesel. Ethanol earnings fell sharply to $7 million of operating income, reflecting weaker margins and a $61 million impairment on the Lakota plant. Capital investments attributable to Valero were $2.3 billion for 2022, above guidance, and management expects $2.0 billion in 2023. Balance sheet strength improved meaningfully: total debt ended 2022 at $9.2 billion, down from $13.0 billion in early 2021, and the debt-to-capitalization ratio, net of cash, fell to about 21 percent from a pandemic high of 40 percent. Valero returned 45 percent of adjusted operating cash flow to stockholders in 2022, within its 40 to 50 percent long-term payout target. Note that this 8-K furnishes the earnings release under Item 2.02 and is not filed.

Jan 26, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Valero Energy 8-K Report, Material Agreement (Nov 22, 2022)

Valero Energy Corporation (VLO) entered into a Fifth Amended and Restated $4.0 billion 5-year revolving credit agreement on November 22, 2022, with JPMorgan Chase Bank, N.A. as Administrative Agent and a syndicate of lenders. The primary change is the extension of the facility's maturity from March 19, 2024 to November 22, 2027, giving the company a longer runway of committed liquidity. The facility also includes a letter of credit subfacility of up to $2.4 billion and an accordion feature allowing total revolving commitments to be increased by up to $1.5 billion, for a potential total of $5.5 billion. Pricing is set on a grid tied to Valero's S&P, Moody's, and Fitch ratings. Borrowings bear interest at Adjusted Term SOFR plus a margin of 0.90% to 1.45%, or at the Alternate Base Rate plus 0.00% to 0.45%, and the commitment fee ranges from 0.10% to 0.30%. Proceeds are earmarked for general corporate purposes. Because the agreement is a routine, investment-grade-style renewal and extension with standard covenants, it is best read as a liquidity-maintenance event rather than a signal of new leverage or a change in the company's financial position. For investors, the key takeaways are the extended maturity, the sizable undrawn backstop capacity, and the transition from LIBOR-style benchmarks to Term SOFR. The filing does not disclose current drawn balances, specific covenant levels, or the size of any existing letters of credit outstanding, so these details would need to be checked in the company's 10-Q or 10-K.

Nov 22, 2022 8-K

Leadership ChangesRegulation FDExhibits & Filings

Valero Energy 8-K Report, Executive Changes (Oct 31, 2022)

Valero Energy Corporation (NYSE: VLO) filed an 8-K on October 31, 2022 disclosing that its Board of Directors expanded from 11 to 12 members and elected Marie A. Ffolkes as an independent director, effective October 28, 2022. Ms. Ffolkes also joined the Nominating and Corporate Governance Committee immediately. Her initial term runs until the 2023 annual meeting of stockholders, and she is expected to stand for re-election at that meeting. The filing is governance-focused and contains no financial results, guidance, or operational updates. Ms. Ffolkes will participate in Valero's non-employee director compensation program, receiving pro-rata compensation through the 2023 annual meeting, including a pro-rata annual cash retainer of $86,666.67 and a pro-rata grant of 1,047 stock units that vest in full on the first anniversary of the grant date. The compensation terms are consistent with the program described in Valero's March 17, 2022 proxy statement and are not material to the company's financials. For investors, the event signals board refreshment and added experience in industrial operations, global markets, and multiple industrial sectors, drawn from Ms. Ffolkes's background at Air Products & Chemicals, Tenneco, and Johnson Controls. The company's press release, furnished as Exhibit 99.1 under Regulation FD, describes her as a sitting director of Masco Corporation. The 8-K itself is a routine board appointment with limited near-term market impact.

Oct 31, 2022 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Oct 25, 2022)

Valero Energy (VLO) reported a very strong third quarter 2022, with net income attributable to Valero stockholders of $2.8 billion, or $7.19 per diluted share, versus $463 million, or $1.13 per share, in the third quarter of 2021. Adjusted net income was $2.8 billion, or $7.14 per share, versus $545 million, or $1.33 per share, a year earlier. The results were driven primarily by the Refining segment, which generated operating income of $3.8 billion and a refining margin of $21.34 per barrel of throughput, compared with $10.07 a year earlier. Management attributed the strength to product demand that has surpassed 2019 levels, constrained global product supply from capacity reductions, and high European natural gas prices that are supporting higher margins. Beyond refining, the Renewable Diesel segment (Diamond Green Diesel joint venture) earned $212 million of operating income on sales of 2.2 million gallons per day, and the Ethanol segment was roughly breakeven at $1 million. Cash generation was solid: operating cash flow was $2.0 billion, or $3.4 billion on an adjusted basis after a $1.5 billion unfavorable working capital swing. Capital investments attributable to Valero were $479 million for the quarter. Valero also retired about $1.25 billion of senior notes in September, bringing cumulative debt reduction since the second half of 2021 to roughly $3.6 billion. Total debt ended the quarter at $9.6 billion, and the net debt-to-capitalization ratio fell to about 24 percent from a 40 percent pandemic high. Looking ahead, the Port Arthur Coker project is expected to be completed in the first half of 2023, and the DGD 3 renewable diesel plant at Port Arthur, which adds 470 million gallons per year, is expected to become operational in November 2022. Total DGD capacity would then reach 1.2 billion gallons per year. Investors should note that the quarter's results reflect exceptionally wide product margins, which are cyclical, and that the filing contains forward-looking statements subject to risks including the Russia-Ukraine conflict, inflation, and COVID-19 developments.

Oct 25, 2022 8-K

Regulation FD

Valero Energy 8-K Report, Regulation FD Disclosure (Sep 26, 2022)

Valero Energy Corporation (VLO) announced prospective changes to its executive compensation program, as approved by its Human Resources and Compensation Committee. These modifications aim to better align executive pay with company performance and incorporate feedback from shareholder engagement. Key adjustments include revisions to the peer group used for benchmarking compensation and modifications to the long-term incentive program, specifically concerning performance shares. The company is updating its compensation comparator group by removing Ford Motor Company and adding LyondellBasell Industries N.V., Raytheon Technologies Corporation, and Lockheed Martin Corporation. Additionally, LyondellBasell will be included in the performance peer group for measuring relative Total Stockholder Return (TSR). These changes, effective for future compensation decisions, are designed to reflect current industry dynamics and shareholder expectations for executive pay.

Sep 26, 2022 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jul 28, 2022)

Valero Energy reported strong second-quarter 2022 results, with net income attributable to Valero stockholders of $4.7 billion, or $11.57 per diluted share, compared with $162 million, or $0.39 per share, in the second quarter of 2021. Adjusted net income was $4.6 billion, or $11.36 per share. The results were driven almost entirely by the Refining segment, which generated $6.2 billion of operating income versus $349 million a year earlier, on a refining margin of $30.01 per barrel. Management attributed the performance to maximizing refinery run rates, with utilization at 94 percent versus a pandemic low of 74 percent in the second quarter of 2020. The Renewable Diesel segment (Diamond Green Diesel joint venture) earned $152 million of operating income, down from $248 million a year earlier, despite sales volumes rising to 2.2 million gallons per day from 0.9 million, as margin per gallon compressed sharply. The Ethanol segment earned $101 million, roughly flat year over year. Cash flow was strong, with operating cash flow of $5.8 billion, including a $594 million working-capital benefit, and adjusted operating cash flow of $5.2 billion. Capital investments totaled $653 million, and the company reduced debt by $300 million through the purchase of GO Zone Bonds, bringing total debt to $10.9 billion and the debt-to-capitalization ratio (net of cash) to 25 percent, down from 40 percent at the pandemic peak. Looking ahead, Valero said the DGD 3 renewable diesel project at Port Arthur should begin operations in the fourth quarter of 2022, which would nearly double total DGD capacity to about 1.2 billion gallons per year. The Port Arthur Coker project is expected to finish in the first half of 2023, and the carbon sequestration project with BlackRock and Navigator is expected to begin startup in late 2024. Management said it will evaluate further deleveraging opportunities. The filing is furnished under Item 2.02, so the press release is not incorporated into Securities Act registration statements.

Jul 28, 2022 8-K

Regulation FD

Valero Energy 8-K Report, Regulation FD Disclosure (Jul 7, 2022)

Valero Energy Corporation (VLO) announced a significant capital allocation decision via an 8-K filing on July 7, 2022. The company's Board of Directors has authorized a new share repurchase program valued at up to $2.5 billion. This new authorization effectively replaces the prior program initiated in January 2018, under which Valero had repurchased approximately 45.4 million shares of its common stock. This move signals management's confidence in the company's financial position and its commitment to returning value to shareholders.

Jul 7, 2022 8-K

Regulation FDExhibits & Filings

Valero Energy 8-K Report, Regulation FD Disclosure (Jun 1, 2022)

Valero Energy Corporation (VLO) filed this 8-K on June 1, 2022 under Item 7.01 (Regulation FD) to furnish an updated investor presentation (Exhibit 99.01). The filing itself contains no new financial results, guidance changes, or transactional disclosures; it is a presentation update, and the slides are furnished rather than filed for Section 18 purposes. The substantive content lies in the slides, which reaffirm management's strategy: a 'Capital Discipline, Innovation and Unmatched Execution' framing, a target of reducing and displacing refinery GHG emissions by 63% by 2025 and 100% by 2035, and a renewable diesel business (Diamond Green Diesel, a 50/50 JV) positioned as the key growth engine. Financially, the deck highlights $1.2 to $1.7 billion of annual EBITDA from growth projects in execution, including Port Arthur coker (startup 1H 2023, $975 MM cost), DGD 3 (4Q22 completion, $725 MM capex attributable to Valero), and expansion of renewable diesel capacity. It also reiterates 2022 guidance: $2.0 billion of total capital investments attributable to Valero (roughly 60% sustaining), a 40% to 50% payout ratio on adjusted net cash from operations, and 750 million gallons of renewable diesel sales volume. Management emphasizes lower earnings and free cash flow volatility relative to peers, a 7.3 billion dollar liquidity position as of March 31, 2022, and a dividend of $3.92 per share annualized. For investors, the filing is primarily a communication of strategy and capital allocation discipline rather than a material event. The key takeaways are the company's emphasis on low-carbon fuels growth, the carbon sequestration project connecting eight ethanol plants (45Q credit of $50/metric ton), and continued shareholder returns through dividends and buybacks. Forward-looking statements carry standard risks, including the Russia-Ukraine conflict and COVID-19 effects, which the company explicitly flags.

Jun 1, 2022 8-K

Leadership ChangesShareholder MattersOther Events+1

Valero Energy 8-K Report, Executive Changes (May 4, 2022)

Valero Energy Corporation's (VLO) May 3, 2022, 8-K filing primarily details the outcomes of its 2022 annual stockholders' meeting held on April 28, 2022. Key events include the retirement of director Stephen M. Waters and the re-election of all incumbent directors with strong majority support. The company also successfully ratified the appointment of KPMG LLP as its independent registered public accounting firm and approved the advisory vote on executive compensation. Notably, a shareholder proposal requesting detailed greenhouse gas emissions reduction targets and a plan was not approved. Additionally, Valero announced that its non-employee directors, upon re-election, received stock units valued at $200,000 each, which will become nonforfeitable on the date of the 2023 annual meeting, representing the equity component of their compensation.

May 4, 2022 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Apr 26, 2022)

Valero Energy reported first quarter 2022 net income attributable to stockholders of $905 million, or $2.21 per diluted share, versus a net loss of $704 million, or $1.73 per share, in Q1 2021. Excluding a $39 million after-tax loss on early debt retirement, adjusted net income was $944 million, or $2.31 per share. The turnaround was driven by the Refining segment, which posted $1.45 billion of operating income compared with a $592 million loss a year earlier, as refining margin per barrel rose to $12.74 from $6.91. Throughput averaged 2.8 million barrels per day, up 390 thousand barrels per day year over year. The Renewable Diesel segment earned $149 million, down from $203 million, despite sales volumes roughly doubling after the DGD 2 expansion started up in late 2021. The Ethanol segment was roughly breakeven at $1 million of operating income. Cash generation and balance sheet actions were also prominent. Operating cash flow was $588 million, but adjusted operating cash flow was $1.2 billion after a $722 million unfavorable working capital swing. Valero returned $545 million to stockholders, including $401 million in dividends and $144 million in buybacks. Long-term debt was reduced by $750 million in the quarter and $2.0 billion over six months. Total debt and finance lease obligations ended at $13.2 billion, cash stood at $2.6 billion, and the net debt-to-capitalization ratio was 34 percent. Management highlighted a strategic update: the DGD 3 renewable diesel project at Port Arthur was accelerated to late 2022 from the prior estimate of Q1 2023, which would lift total DGD capacity to about 1.2 billion gallons per year. The BlackRock/Navigator carbon sequestration project is expected to begin startup activities in late 2024, and the Port Arthur Coker project remains on track for completion in the first half of 2023. The filing itself is furnished under Item 2.02 and is not incorporated into Securities Act registration statements.

Apr 26, 2022 8-K

Corporate ChangesExhibits & Filings

Valero Energy 8-K Report, Bylaw Amendment (Mar 18, 2022)

Valero Energy Corporation (VLO) announced on March 17, 2022, that its Board of Directors approved amendments to its Bylaws, effective March 15, 2022. These changes are largely technical and primarily involve renaming two key committees to better reflect their functions. The "Nominating/Governance and Public Policy Committee" has been renamed the "Nominating and Corporate Governance Committee," and the "Compensation Committee" is now the "Human Resources and Compensation Committee." These amendments are not expected to materially impact the company's operations or financial performance. Investors should note that these changes are administrative in nature and do not represent a shift in strategic direction or governance structure beyond the committee name adjustments. The full details of the Amended and Restated Bylaws and a marked comparison are available as exhibits to this filing.

Mar 18, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Valero Energy 8-K Report, Material Agreement (Feb 7, 2022)

Valero Energy Corporation (VLO) announced on February 7, 2022, the successful issuance and sale of $650 million in aggregate principal amount of 4.000% Senior Notes due 2052. This offering was conducted under an underwriting agreement with several prominent financial institutions, including J.P. Morgan Securities LLC, BofA Securities, Inc., Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC, acting as representatives for the underwriters. These senior notes were issued pursuant to an existing Indenture dated March 10, 2015, with U.S. Bank Trust Company, National Association, serving as trustee. The offering was registered under the Securities Act of 1933, leveraging a Form S-3 registration statement and a prospectus supplemented with details specific to this debt issuance. This action represents a material definitive agreement for the company, indicating a strategic move to secure long-term financing.

Feb 7, 2022 8-K

Earnings & ResultsExhibits & Filings

Valero Energy 8-K Report, Financial Results (Jan 27, 2022)

Valero Energy (VLO) reported a strong fourth quarter 2021 and full-year 2021 in its January 27, 2022 earnings release, furnished under Item 2.02 of Form 8-K. Fourth-quarter net income attributable to Valero stockholders was $1,009 million, or $2.46 per diluted share, versus a net loss of $359 million in the year-ago quarter. Adjusted net income was $1,012 million, or $2.47 per share. For full-year 2021, net income was $930 million ($2.27 per share) and adjusted net income was $1,152 million ($2.81 per share), compared with an adjusted net loss of $1,265 million in 2020. The improvement was driven mainly by a sharp rebound in refining margins: refining margin per barrel reached $10.73 in the fourth quarter versus $4.64 a year earlier, and the Renewable Diesel and Ethanol segments also contributed substantially, with ethanol operating income of $474 million. Cash generation and balance sheet management were also prominent. Net cash provided by operating activities was $2.5 billion in the fourth quarter and $5.9 billion for 2021, with adjusted operating cash flow of $1.8 billion and $3.3 billion respectively. Valero returned $1.6 billion to stockholders through dividends in 2021, equal to 50% of adjusted operating cash flow, which sits within its stated 40–50% long-term total payout target. The company cut long-term debt by $693 million in the fourth quarter and $1.3 billion for the year, ending 2021 with $13.9 billion of total debt and finance lease obligations and $4.1 billion of cash. The debt-to-capitalization ratio, net of cash, was 33%. Management's outlook is constructive. The Diamond Green Diesel (DGD) 2 expansion came online in the fourth quarter, lifting total DGD capacity to 700 million gallons per year. The DGD 3 project at Port Arthur is now expected to start in the first quarter of 2023, which would bring total capacity to roughly 1.2 billion gallons per year. Management cited low global light product inventories, capacity rationalization, and wider sour crude differentials as supports for refining margins. Investors should note that the 2021 results include a $579 million pre-tax Winter Storm Uri energy cost charge and a $205 million RVO modification benefit, and that the release contains forward-looking statements and non-GAAP measures.

Jan 27, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Valero Energy 8-K Report, Material Agreement (Nov 29, 2021)

Valero Energy Corporation (VLO) announced the successful closing of a public offering of senior notes, raising a total of $1.45 billion. This offering comprises $500 million in 2.800% Senior Notes due 2031 and $950 million in 3.650% Senior Notes due 2051. These notes were issued under an existing indenture and were registered with the SEC under a Form S-3 registration statement. The primary purpose of this filing is to disclose the material definitive agreement related to this debt issuance. The proceeds from this offering will be used by Valero for general corporate purposes, although specific use cases are not detailed in this particular filing. This move represents a significant capital raise for the company through the debt markets.

Nov 29, 2021 8-K

Other EventsExhibits & Filings

Valero Energy 8-K Report, Corporate Update (Nov 22, 2021)

Valero Energy Corporation (VLO) announced on November 22, 2021, through an 8-K filing, the execution of an underwriting agreement to issue and sell a significant amount of senior notes. This offering comprises $500 million in 2.800% Senior Notes due 2031 and $950 million in 3.650% Senior Notes due 2051, totaling $1.45 billion in aggregate principal amount. These notes are being issued under the company's existing indenture and were registered with the SEC under a Form S-3 registration statement. The primary purpose of this filing is to inform investors about the details of this debt offering. The company is leveraging the capital markets to raise substantial funds through long-term debt. The closing of this transaction is anticipated on November 29, 2021. Investors should note that this filing details the terms of the debt issuance and is not an offer to sell or a solicitation of an offer to buy these securities, which are being offered via a prospectus.

Nov 22, 2021

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