The following review of our results of operations and financial condition should be read in conjunction with Item 1A, "RISK FACTORS," and Item 8, "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA," included in this report.

CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995



This report, including without limitation our disclosures below under the
heading "OVERVIEW AND OUTLOOK," includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify our forward-looking statements
by the words "anticipate," "believe," "expect," "plan," "intend," "scheduled,"
"estimate," "project," "projection," "predict," "budget," "forecast," "goal,"
"guidance," "target," "could," "would," "should," "will," "may," and similar
expressions.

These forward-looking statements include, among other things, statements regarding:

• future refining segment margins, including gasoline and distillate margins;

• future ethanol segment margins;

• future renewable diesel segment margins;

• expectations regarding feedstock costs, including crude oil differentials,

and operating expenses;

• anticipated levels of crude oil and refined petroleum product inventories;




•      our anticipated level of capital investments, including deferred
       turnaround and catalyst cost expenditures, capital expenditures for
       environmental and other purposes, and joint venture investments, and the
       effect of those capital investments on our results of operations;


•      anticipated trends in the supply of and demand for crude oil and other

feedstocks and refined petroleum products in the regions where we operate,


       as well as globally;


•      expectations regarding environmental, tax, and other regulatory
       initiatives; and

• the effect of general economic and other conditions on refining, ethanol,

and renewable diesel industry fundamentals.





We based our forward-looking statements on our current expectations, estimates,
and projections about ourselves and our industry. We caution that these
statements are not guarantees of future performance and involve risks,
uncertainties, and assumptions that we cannot predict. In addition, we based
many of these forward-looking statements on assumptions about future events that
may prove to be inaccurate. Accordingly, our actual results may differ
materially from the future performance that we have expressed or forecast in the
forward-looking statements. Differences between actual results and any future
performance suggested in these forward-looking statements could result from a
variety of factors, including the following:

• acts of terrorism aimed at either our facilities or other facilities that


       could impair our ability to produce or transport refined petroleum
       products or receive feedstocks;

• political and economic conditions in nations that produce crude oil or

consume refined petroleum products;

• demand for, and supplies of, refined petroleum products (such as gasoline,

diesel, jet fuel, and petrochemicals), ethanol, and renewable diesel;

• demand for, and supplies of, crude oil and other feedstocks;







                                       23

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• the ability of the members of the Organization of Petroleum Exporting

Countries to agree on and to maintain crude oil price and production

controls;

• the level of consumer demand, including seasonal fluctuations;

• refinery overcapacity or undercapacity;




•      our ability to successfully integrate any acquired businesses into our
       operations;

• the actions taken by competitors, including both pricing and adjustments

to refining capacity in response to market conditions;

• the level of competitors' imports into markets that we supply;

• accidents, unscheduled shutdowns, or other catastrophes affecting our

refineries, machinery, pipelines, equipment, and information systems, or

those of our suppliers or customers;

• changes in the cost or availability of transportation for feedstocks and


       refined petroleum products;


•      the price, availability, and acceptance of alternative fuels and
       alternative-fuel vehicles;

• the levels of government subsidies for alternative fuels;

• the volatility in the market price of biofuel credits (primarily RINs

needed to comply with the RFS) and GHG emission credits needed to comply


       with the requirements of various GHG emission programs;


•      delay of, cancellation of, or failure to implement planned capital
       projects and realize the various assumptions and benefits projected for
       such projects or cost overruns in constructing such planned capital
       projects;


•      earthquakes, hurricanes, tornadoes, and irregular weather, which can
       unforeseeably affect the price or availability of natural gas, crude oil,
       grain and other feedstocks, refined petroleum products, ethanol, and
       renewable diesel;


•      rulings, judgments, or settlements in litigation or other legal or

regulatory matters, including unexpected environmental remediation costs,

in excess of any reserves or insurance coverage;

• legislative or regulatory action, including the introduction or enactment

of legislation or rulemakings by governmental authorities, including

tariffs and tax and environmental regulations, such as those implemented

under the California cap-and-trade system and similar programs, and the

U.S. EPA's regulation of GHGs, which may adversely affect our business or


       operations;


•      changes in the credit ratings assigned to our debt securities and trade
       credit;

• changes in currency exchange rates, including the value of the Canadian

dollar, the pound sterling, the euro, the Mexican peso, and the Peruvian


       sol relative to the U.S. dollar;


•      overall economic conditions, including the stability and liquidity of
       financial markets; and

• other factors generally described in the "RISK FACTORS" section included

in Item 1A, "RISK FACTORS" in this report.





Any one of these factors, or a combination of these factors, could materially
affect our future results of operations and whether any forward-looking
statements ultimately prove to be accurate. Our forward-looking statements are
not guarantees of future performance, and actual results and future performance
may differ materially from those suggested in any forward-looking statements. We
do not intend to update these statements unless we are required by the
securities laws to do so.

All subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the
foregoing. We undertake no obligation to publicly release any revisions to any
such forward-looking statements that may be made to reflect events or
circumstances after the date of this report or to reflect the occurrence of
unanticipated events.




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NON-GAAP FINANCIAL MEASURES



The discussions in "OVERVIEW AND OUTLOOK" and "RESULTS OF OPERATIONS" below
include references to financial measures that are not defined under U.S.
generally accepted accounting principles (GAAP). These non-GAAP financial
measures include adjusted operating income (including adjusted operating income
for each of our reportable segments) and refining, ethanol, and renewable diesel
segment margin. We have included these non-GAAP financial measures to help
facilitate the comparison of operating results between years. See the tables in
note (f) beginning on page 39 for reconciliations of these non-GAAP financial
measures to their most directly comparable U.S. GAAP financial measures. Also in
note (f), we disclose the reasons why we believe our use of the non-GAAP
financial measures provides useful information.

OVERVIEW AND OUTLOOK

Overview


For 2019, we reported net income attributable to Valero stockholders of
$2.4 billion compared to $3.1 billion for 2018, which represents a decrease of
$700 million. This decrease is the result of a $569 million decrease in net
income and a $131 million increase in net income attributable to noncontrolling
interests. The increase in net income attributable to noncontrolling interests
is primarily due to a $279 million pre-tax increase in blender's tax credits
recognized in 2019 compared to 2018, of which 50 percent is attributable to the
holder of the noncontrolling interest, as described in note (a) on page 38. The
decrease in net income is primarily due to a decrease of $736 million in
operating income between the periods, net of the resulting $177 million decrease
in income tax expense.

While operating income decreased by $736 million in 2019 compared to 2018, adjusted operating income decreased by $1.0 billion. Adjusted operating income excludes adjustments reflected in the table in note (f) on page 42.

The $1.0 billion decrease in adjusted operating income is primarily due to the following:

• Refining segment. Refining segment adjusted operating income decreased by

$1.1 billion primarily due to weaker discounts on crude oils and other

feedstocks and lower throughput volumes, partially offset by improved


       distillate margins. This is more fully described on pages 31 and 32.


• Ethanol segment. Ethanol segment adjusted operating income decreased by

$78 million primarily due to higher corn prices and higher operating

expenses (excluding depreciation and amortization expense), partially

offset by higher ethanol prices. This is more fully described on page 33.

• Renewable diesel segment. Renewable diesel segment adjusted operating

income increased by $259 million primarily due to an increase in renewable

diesel sales volumes and an increase in the benefit from the blender's tax

credit resulting from an increase in the volume of renewable diesel

blended with petroleum-based diesel in 2019 compared to 2018. This is more


       fully described on pages 34 and 35.







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Outlook

Below are several factors that have impacted or may impact our results of operations during the first quarter of 2020: • Distillate margins are expected to begin improving due to an anticipated

increase in global demand as trade war tensions ease and markets comply

with the International Maritime Organization's lower bunker fuel sulfur

specifications, which were effective January 1, 2020. Gasoline margins are


       expected to remain near current levels.


• Discounts for medium and heavy sour crude oils are expected to remain near

current levels as compliance with the new bunker fuel sulfur

specifications noted above is expected to reduce demand for high sulfur

fuel oils, which compete with sour crude oils as a refining feedstock.

• Ethanol margins are expected to decline as domestic inventory levels rise.





• Renewable diesel segment margins are expected to remain near current levels.



•      Our refining operations in the U.K. could be adversely affected by Brexit,

which formally occurred on January 31, 2020. Although the legal

relationship between the U.K. and the EU has changed, their ongoing

relationship will continue to follow the EU's rules during a transition

period that is set to expire on December 31, 2020. During the transition

period, the U.K. and the EU are expected to negotiate a new free trade

agreement, which could negatively impact the operations of our Pembroke

Refinery and our marketing operations in the U.K. and Ireland, as could

the failure to reach any agreement. The ultimate effect of Brexit will

depend on whether an agreement is reached, or on the specific terms of any


       agreement that is reached by the U.K. and the EU. See Item 1A "RISK
       FACTORS"-Changes in the U.K.'s economic and other relationships with the
       EU could adversely affect us.


• Global concern about the coronavirus outbreak could result in lower demand

for and consumption of transportation fuels, which would have a negative

impact on our results of operations.

RESULTS OF OPERATIONS



The following tables, including the reconciliations of non-GAAP financial
measures to their most directly comparable U.S. GAAP financial measures in note
(f) beginning on page 39, highlight our results of operations, our operating
performance, and market reference prices that directly impact our operations.

Effective January 1, 2019, we revised our reportable segments to align with
certain changes in how our chief operating decision maker manages and allocates
resources to our business. Accordingly, we created a new reportable segment -
renewable diesel - because of the growing importance of renewable fuels in the
market and the growth of our investments in renewable fuels production. The
renewable diesel segment includes the operations of DGD, which were transferred
from the refining segment on January 1, 2019. Also effective January 1, 2019, we
no longer have a VLP segment, and we include the operations of VLP in our
refining segment. This change was made because of the Merger Transaction with
VLP, as described in Note 2 of Notes to Consolidated Financial Statements, and
the resulting change in how we manage VLP's operations. We no longer manage VLP
as a business but as logistics assets that support the operations of our
refining segment. Our prior period segment information has been retrospectively
adjusted to reflect our current segment presentation.




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                             2019 Compared to 2018

Financial Highlights by Segment and Total Company
(millions of dollars)
                                                         Year Ended December 31, 2019
                                                                                 Corporate
                                                                 Renewable          and
                                     Refining      Ethanol        Diesel        Eliminations       Total
Revenues:
Revenues from external customers    $ 103,746     $  3,606     $       970     $         2      $ 108,324
Intersegment revenues                      18          231             247            (496 )            -
Total revenues                        103,764        3,837           1,217            (494 )      108,324
Cost of sales:
Cost of materials and other (a)        93,371        3,239             360            (494 )       96,476
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                  4,289          504              75               -          4,868
Depreciation and amortization
expense                                 2,062           90              50               -          2,202
Total cost of sales                    99,722        3,833             485            (494 )      103,546
Other operating expenses (b)               20            1               -               -             21
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below)                                      -            -               -             868            868
Depreciation and amortization
expense                                     -            -               -              53             53

Operating income by segment $ 4,022 $ 3 $ 732

    $      (921 )        3,836
Other income, net (d)                                                                                 104
Interest and debt expense, net of
capitalized
interest                                                                                             (454 )
Income before income tax expense                                                                    3,486
Income tax expense                                                                                    702
Net income                                                                                          2,784
Less: Net income attributable to
noncontrolling
interests (a)                                                                                         362
Net income attributable to
Valero Energy Corporation
stockholders                                                                                    $   2,422


________________

See note references on pages 38 through 42.


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Financial Highlights by Segment and Total Company (continued)
(millions of dollars)
                                                         Year Ended December 31, 2018
                                                                                 Corporate
                                                                 Renewable          and
                                     Refining      Ethanol        Diesel        Eliminations       Total
Revenues:
Revenues from external customers    $ 113,093     $  3,428     $       508     $         4      $ 117,033
Intersegment revenues                      25          210             170            (405 )            -
Total revenues                        113,118        3,638             678            (401 )      117,033
Cost of sales:
Cost of materials and other (a)       101,866        3,008             262            (404 )      104,732
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                  4,154          470              66               -          4,690
Depreciation and amortization
expense                                 1,910           78              29               -          2,017
Total cost of sales                   107,930        3,556             357            (404 )      111,439
Other operating expenses (b)               45            -               -               -             45
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below) (c)                                  -            -               -             925            925
Depreciation and amortization
expense                                     -            -               -              52             52

Operating income by segment $ 5,143 $ 82 $ 321

    $      (974 )        4,572
Other income, net (d)                                                                                 130
Interest and debt expense, net of
capitalized
interest                                                                                             (470 )
Income before income tax expense                                                                    4,232
Income tax expense (e)                                                                                879
Net income                                                                                          3,353
Less: Net income attributable to
noncontrolling
interests (a)                                                                                         231
Net income attributable to
Valero Energy Corporation
stockholders                                                                                    $   3,122


________________

See note references on pages 38 through 42.







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Average Market Reference Prices and Differentials


                                                         Year Ended December 31,
                                                    2019           2018          Change
Refining
Feedstocks (dollars per barrel)
Brent crude oil                                 $    64.18     $    71.62     $    (7.44 )
Brent less West Texas Intermediate (WTI) crude
oil                                                   7.15           6.71   

0.44

Brent less Alaska North Slope (ANS) crude oil (0.86 ) 0.31

        (1.17 )
Brent less LLS crude oil                              1.47           1.72          (0.25 )
Brent less Argus Sour Crude Index (ASCI) crude
oil                                                   3.56           5.20          (1.64 )
Brent less Maya crude oil                             6.57           9.22          (2.65 )
LLS crude oil                                        62.71          69.90          (7.19 )
LLS less ASCI crude oil                               2.09           3.48          (1.39 )
LLS less Maya crude oil                               5.10           7.50          (2.40 )
WTI crude oil                                        57.03          64.91          (7.88 )

Natural gas (dollars per million British
Thermal Units (MMBtu))                                2.47           3.23          (0.76 )

Products (dollars per barrel)
U.S. Gulf Coast:
Conventional Blendstock of Oxygenate Blending
(CBOB) gasoline less Brent                            4.37           4.81          (0.44 )
Ultra-low-sulfur (ULS) diesel less Brent             14.90          14.02           0.88
Propylene less Brent                                (22.31 )        (2.86 )       (19.45 )
CBOB gasoline less LLS                                5.84           6.53          (0.69 )
ULS diesel less LLS                                  16.37          15.74           0.63
Propylene less LLS                                  (20.84 )        (1.14 )       (19.70 )
U.S. Mid-Continent:
CBOB gasoline less WTI                               13.62          13.70          (0.08 )
ULS diesel less WTI                                  22.77          22.82          (0.05 )
North Atlantic:
CBOB gasoline less Brent                              7.20           7.59          (0.39 )
ULS diesel less Brent                                17.22          16.29           0.93
U.S. West Coast:
CARBOB 87 gasoline less ANS                          16.28          13.05           3.23
CARB diesel less ANS                                 19.30          18.13           1.17
CARBOB 87 gasoline less WTI                          24.29          19.45           4.84
CARB diesel less WTI                                 27.31          24.53           2.78





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Average Market Reference Prices and Differentials, (continued)


                                                             Year Ended December 31,
                                                       2019              2018           Change
Ethanol
Chicago Board of Trade (CBOT) corn (dollars per
bushel)                                          $      3.84         $      3.68     $     0.16
New York Harbor (NYH) ethanol (dollars per
gallon)                                                 1.53                1.48           0.05

Renewable diesel
New York Mercantile Exchange ULS diesel
(dollars per gallon)                                    1.94                2.09          (0.15 )
Biodiesel RIN (dollars per RIN)                         0.48                0.53          (0.05 )
California Low-Carbon Fuel Standard (dollars per
metric ton)                                           196.82              168.24          28.58
CBOT soybean oil (dollars per pound)                    0.29                

0.30 (0.01 )

Total Company, Corporate, and Other
The following table includes selected financial data for the total company,
corporate, and other for 2019 and 2018. The selected financial data is derived
from the Financial Highlights by Segment and Total Company tables on pages 27
and 28, unless otherwise noted.
                                                          Year Ended December 31,
                                                     2019           2018          Change
Revenues                                         $  108,324     $  117,033     $   (8,709 )
Cost of sales                                       103,546        111,439         (7,893 )
General and administrative expenses (excluding
depreciation
and amortization expense)                               868            925            (57 )
Operating income                                      3,836          4,572           (736 )
Adjusted operating income (see note (f) on
page 42)                                              3,699          4,713         (1,014 )
Other income, net                                       104            130            (26 )
Income tax expense                                      702            879           (177 )
Net income attributable to noncontrolling
interests                                               362            231            131



Revenues decreased by $8.7 billion in 2019 compared to 2018 primarily due to
decreases in refined petroleum product prices associated with sales made by our
refining segment. This decline in revenues was partially offset by lower cost of
sales of $7.9 billion primarily due to decreases in crude oil and other
feedstock costs and a decrease of $57 million in general and administrative
expenses (excluding depreciation and amortization expense), resulting in a
decrease in operating income of $736 million in 2019 compared to 2018.

General and administrative expenses (excluding depreciation and amortization
expense) decreased by $57 million in 2019 compared to 2018. This decrease was
primarily due to environmental reserve adjustments of $108 million associated
with certain non-operating sites in 2018, partially offset by increases in legal
and other environmental reserves of $24 million and $12 million, respectively,
as well as higher taxes other than income taxes of $8 million and expenses
associated with the Merger Transaction with VLP of $7 million.




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Adjusted operating income was $3.7 billion in 2019 compared to $4.7 billion in
2018. Details regarding the $1.0 billion decrease in adjusted operating income
between the years are discussed by segment below.

"Other income, net" decreased by $26 million in 2019 compared to 2018. This
decrease was primarily due to lower interest income of $30 million and higher
foreign currency transaction losses of $14 million, partially offset by the
favorable effect of a $16 million lower charge for the early redemption of debt
between the periods. As described in note (d) on page 39, we redeemed debt in
both 2019 and 2018 and incurred early redemption charges of $22 million and
$38 million, respectively.

Income tax expense decreased by $177 million in 2019 compared to 2018 primarily
as a result of lower income before income tax expense. Our effective tax rate
was 20 percent for 2019 compared to 21 percent for 2018.

Net income attributable to noncontrolling interests increased by $131 million in
2019 compared to 2018 primarily due to a $279 million increase in blender's tax
credits recognized in 2019 compared to 2018, of which 50 percent is attributable
to the holder of the noncontrolling interest, as described in note (a) on
page 38.

Refining Segment Results
The following table includes selected financial and operating data of our
refining segment for 2019 and 2018. The selected financial data is derived from
the Financial Highlights by Segment and Total Company tables on pages 27 and 28,
respectively, unless otherwise noted.
                                                          Year Ended December 31,
                                                     2019           2018          Change
Revenues                                         $  103,764     $  113,118     $   (9,354 )
Cost of sales                                        99,722        107,930         (8,208 )
Operating income                                      4,022          5,143         (1,121 )
Adjusted operating income (see note (f) on
page 41)                                              4,040          5,180         (1,140 )
Margin (see note (f) on page 40)                     10,391         11,244           (853 )
Operating expenses (excluding depreciation and
amortization expense reflected below)                 4,289          4,154  

135


Depreciation and amortization expense                 2,062          1,910  

152



Throughput volumes (thousand BPD) (see note (g)
on page 42)                                           2,952          2,986            (34 )



Refining segment revenues decreased by $9.3 billion in 2019 compared to 2018
primarily due to decreases in refined petroleum product prices. This decline in
refining segment revenues was partially offset by lower cost of sales of
$8.2 billion primarily due to decreases in crude oil and other feedstock costs,
resulting in a decrease in refining segment operating income of $1.1 billion in
2019 compared to 2018.




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Refining segment adjusted operating income also decreased by $1.1 billion in
2019 compared to 2018. The components of this decrease, along with the reasons
for the changes in these components, are outlined below.

• Refining segment margin is primarily affected by refined petroleum product

prices and the cost of crude oil and other feedstocks. The market prices

for refined petroleum products generally track the price of benchmark

crude oils, such as Brent, WTI, and ANS. An increase in the differential

between the market price of the refined petroleum products that we sell

and the cost of the reference benchmark crude oil has a favorable impact

on our refining segment margin, while a decline in this differential has a

negative impact on our refining segment margin. Additionally, our refining


       segment margin is affected by our ability to purchase and process crude
       oils and other feedstocks that are priced at a discount to Brent and other
       benchmark crude oils. While we benefit when we process these types of

crude oils and other feedstocks, that benefit will vary as the discount

widens or narrows. Improvement in these discounts has a favorable impact

on our refining segment margin as it lowers our cost of materials; whereas

lower discounts result in higher cost of materials, which has a negative

impact on our refining segment margin. The table on page 29 reflects

market reference prices and differentials that we believe had a material

impact on the change in our refining segment margin in 2019 compared to

2018. Refining segment margin decreased by $853 million in 2019 compared


       to 2018 primarily due to the following:


• Lower discounts on crude oils had an unfavorable impact to our refining


          segment margin of approximately $628 million.


• Lower discounts on feedstocks other than crude oils, such as natural

gas and residuals, had an unfavorable impact to our refining segment


          margin of approximately $360 million.


• A decrease in throughput volumes of 34,000 BPD had an unfavorable


          impact to our refining segment margin of approximately $128 million.



•         A decrease in the cost of biofuel credits (primarily RINs in the U.S.)

had a favorable impact on our refining segment margin of $218 million.

See Note 20 of Notes to Consolidated Financial Statements for

additional information on our government and regulatory compliance


          programs.


• An increase in distillate margins throughout most of our regions had a


          favorable impact to our refining segment margin of approximately
          $202 million.



•      Refining segment operating expenses (excluding depreciation and

amortization expense) increased by $135 million primarily due to higher

maintenance costs of $86 million, along with the effect of favorable

property tax settlements of $20 million and sales and use tax refunds of

$17 million received in 2018 that did not recur in 2019.


• Refining segment depreciation and amortization expense associated with our

cost of sales increased by $152 million primarily due to higher refinery

turnaround and catalyst amortization expense of $82 million and an

increase in depreciation expense of $79 million associated with capital

projects that were completed and finance leases that commenced in the

latter part of 2018 and early 2019, partially offset by the write-off of


       assets that were idled or demolished in 2018 of $15 million.






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Ethanol Segment Results
The following table includes selected financial and operating data of our
ethanol segment for 2019 and 2018. The selected financial data is derived from
the Financial Highlights by Segment and Total Company tables on pages 27 and 28,
respectively, unless otherwise noted.
                                                           Year Ended December 31,
                                                         2019           2018      Change
Revenues                                            $    3,837        $ 3,638    $  199
Cost of sales                                            3,833          3,556       277
Operating income                                             3             82       (79 )
Adjusted operating income (see note (f) on page 41)          4             82       (78 )
Margin (see note (f) on page 40)                           598            630       (32 )
Operating expenses (excluding depreciation and
amortization expense reflected below)                      504            470        34
Depreciation and amortization expense                       90             

78 12



Production volumes (thousand gallons per day)
(see note (g) on page 42)                                4,269          4,109       160


Ethanol segment revenues increased by $199 million in 2019 compared to 2018 primarily due to an increase in ethanol prices. This improvement in ethanol segment revenue was outweighed by higher cost of sales of $277 million, resulting in a decrease in ethanol segment operating income of $79 million in 2019 compared to 2018.

Ethanol segment adjusted operating income decreased by $78 million. The components of this decrease, along with the reasons for the changes in these components, are outlined below.

• Ethanol segment margin is primarily affected by ethanol and corn related

co-product prices and the cost of corn. The table on page 30 reflects

market reference prices that we believe had a material impact on the

change in our ethanol segment margin in 2019 compared to 2018. Ethanol

segment margin decreased by $32 million in 2019 compared to 2018 primarily


       due to the following:



•         Higher corn prices had an unfavorable impact to our ethanol segment
          margin of approximately $166 million.



•         Higher ethanol prices had a favorable impact to our ethanol segment
          margin of approximately $123 million.



•      Ethanol segment operating expenses (excluding depreciation and

amortization expense) increased by $34 million primarily due to costs to

operate the three plants acquired from Green Plains, Inc. (Green Plains)

in November 2018 of $79 million, partially offset by lower energy costs of

$29 million and lower chemicals and catalyst costs of $12 million incurred


       by our other ethanol plants.


• Ethanol segment depreciation and amortization expense associated with our


       cost of sales increased by $12 million primarily due to depreciation
       expense associated with the three plants acquired from Green Plains in
       November 2018.





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Renewable Diesel Segment Results
The following table includes selected financial and operating data of our
renewable diesel segment for 2019 and 2018. The selected financial data is
derived from the Financial Highlights by Segment and Total Company tables on
pages 27 and 28, respectively, unless otherwise noted.
                                                              Year Ended December 31,
                                                        2019            2018          Change
Revenues                                            $     1,217     $      678     $       539
Cost of sales                                               485            357             128
Operating income                                            732            321             411
Adjusted operating income (see note (f) on page 42)         576            317             259
Margin (see note (f) on page 41)                            701            412             289
Operating expenses (excluding depreciation and
amortization expense reflected below)                        75             66               9
Depreciation and amortization expense                        50             29              21

Sales volumes (thousand gallons per day)
(see note (g) on page 42)                                   760            431             329



Renewable diesel segment revenues increased by $539 million in 2019 compared to
2018 primarily due to an increase in renewable diesel sales volumes. This
improvement in renewable diesel segment revenues was partially offset by higher
cost of sales of $128 million, resulting in an increase in renewable diesel
segment operating income of $411 million.

Renewable diesel segment adjusted operating income increased by $259 million in
2019 compared to 2018. The components of this increase, along with the reasons
for the changes in these components, are outlined below.

• Renewable diesel segment margin increased by $289 million in 2019 compared


       to 2018 primarily due to the following:



•         An increase in sales volumes of 329,000 gallons per day, which is

primarily due to the additional production capacity resulting from the

expansion of the DGD Plant completed in the third quarter of 2018, had


          a favorable impact to our renewable diesel segment margin of
          $162 million.


• An increase in the benefit for the blender's tax credit attributable to

volumes blended during 2019 compared to 2018 had a favorable impact to


          our renewable diesel segment margin of $119 million. As more fully
          described in note (a) on page 38, blender's tax credits of $275 million
          and $156 million were attributable to volumes blended during 2019 and
          2018, respectively.


• Renewable diesel segment operating expenses (excluding depreciation and


       amortization expense) increased by $9 million, which is primarily
       attributable to increased costs resulting from the expansion of the DGD
       Plant completed in the third quarter of 2018.






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• Renewable diesel segment depreciation and amortization expense associated

with our cost of sales increased by $21 million primarily due to higher


       turnaround and catalyst amortization expense of $13 million and
       depreciation expense associated with the expansion of the DGD Plant
       completed in the third quarter of 2018 of $5 million.



                             2018 Compared to 2017

Financial Highlights by Segment and Total Company
(millions of dollars)
                                                         Year Ended December 31, 2018
                                                                                 Corporate
                                                                 Renewable          and
                                     Refining      Ethanol        Diesel        Eliminations       Total
Revenues:
Revenues from external customers    $ 113,093     $  3,428     $       508     $         4      $ 117,033
Intersegment revenues                      25          210             170            (405 )            -
Total revenues                        113,118        3,638             678            (401 )      117,033
Cost of sales:
Cost of materials and other (a)       101,866        3,008             262            (404 )      104,732
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                  4,154          470              66               -          4,690
Depreciation and amortization
expense                                 1,910           78              29               -          2,017
Total cost of sales                   107,930        3,556             357            (404 )      111,439
Other operating expenses (b)               45            -               -               -             45
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below) (c)                                  -            -               -             925            925
Depreciation and amortization
expense                                     -            -               -              52             52

Operating income by segment $ 5,143 $ 82 $ 321

    $      (974 )        4,572
Other income, net (d)                                                                                 130
Interest and debt expense, net of
capitalized
interest                                                                                             (470 )
Income before income tax expense                                                                    4,232
Income tax expense (e)                                                                                879
Net income                                                                                          3,353
Less: Net income attributable to
noncontrolling
interests (a)                                                                                         231
Net income attributable to
Valero Energy Corporation
stockholders                                                                                    $   3,122


________________

See note references on pages 38 through 42.


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Financial Highlights by Segment and Total Company (continued)
(millions of dollars)
                                                         Year Ended December 31, 2017
                                                                                 Corporate
                                                                 Renewable          and
                                     Refining      Ethanol        Diesel        Eliminations      Total
Revenues:
Revenues from external customers    $  90,258     $  3,324     $       393     $         5      $ 93,980
Intersegment revenues                       8          176             241            (425 )           -
Total revenues                         90,266        3,500             634            (420 )      93,980
Cost of sales:
Cost of materials and other            80,160        2,804             498            (425 )      83,037
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                  4,014          443              47               -         4,504
Depreciation and amortization
expense                                 1,824           81              29               -         1,934
Total cost of sales                    85,998        3,328             574            (425 )      89,475
Other operating expenses (b)               61            -               -               -            61
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below)                                      -            -               -             829           829
Depreciation and amortization
expense                                     -            -               -              52            52

Operating income by segment $ 4,207 $ 172 $ 60

    $      (876 )       3,563
Other income, net                                                                                    112
Interest and debt expense, net of
capitalized
interest                                                                                            (468 )
Income before income tax expense                                                                   3,207
Income tax benefit (e)                                                                              (949 )
Net income                                                                                         4,156
Less: Net income attributable to
noncontrolling
interests                                                                                             91
Net income attributable to
Valero Energy Corporation
stockholders                                                                                    $  4,065


________________

See note references on pages 38 through 42.


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Average Market Reference Prices and Differentials


                                     Year Ended December 31,
                                   2018        2017      Change

Refining


Feedstocks (dollars per barrel)
Brent crude oil                 $  71.62     $ 54.82    $ 16.80
Brent less WTI crude oil            6.71        3.92       2.79
Brent less ANS crude oil            0.31        0.26       0.05
Brent less LLS crude oil            1.72        0.69       1.03
Brent less ASCI crude oil           5.20        4.18       1.02
Brent less Maya crude oil           9.22        7.74       1.48
LLS crude oil                      69.90       54.13      15.77
LLS less ASCI crude oil             3.48        3.49      (0.01 )
LLS less Maya crude oil             7.50        7.05       0.45
WTI crude oil                      64.91       50.90      14.01

Natural gas (dollars per MMBtu) 3.23 2.98 0.25



Products (dollars per barrel)
U.S. Gulf Coast:
CBOB gasoline less Brent            4.81       10.50      (5.69 )
ULS diesel less Brent              14.02       13.26       0.76
Propylene less Brent               (2.86 )      0.48      (3.34 )
CBOB gasoline less LLS              6.53       11.19      (4.66 )
ULS diesel less LLS                15.74       13.95       1.79
Propylene less LLS                 (1.14 )      1.17      (2.31 )
U.S. Mid-Continent:
CBOB gasoline less WTI             13.70       15.65      (1.95 )
ULS diesel less WTI                22.82       18.50       4.32
North Atlantic:
CBOB gasoline less Brent            7.59       12.57      (4.98 )
ULS diesel less Brent              16.29       14.75       1.54
U.S. West Coast:
CARBOB 87 gasoline less ANS        13.05       18.12      (5.07 )
CARB diesel less ANS               18.13       17.11       1.02
CARBOB 87 gasoline less WTI        19.45       21.78      (2.33 )
CARB diesel less WTI               24.53       20.77       3.76





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Average Market Reference Prices and Differentials, (continued)


                                                             Year Ended December 31,
                                                       2018              2017          Change
Ethanol
CBOT corn (dollars per bushel)                   $      3.68         $     3.59     $     0.09
NYH ethanol (dollars per gallon)                        1.48               

1.56 (0.08 )



Renewable diesel
New York Mercantile Exchange ULS diesel
(dollars per gallon)                                    2.09               1.66           0.43
Biodiesel RIN (dollars per RIN)                         0.53               1.01          (0.48 )
California Low-Carbon Fuel Standard (dollars per
metric ton)                                           168.24              89.26          78.98
CBOT soybean oil (dollars per pound)                    0.30               0.33          (0.03 )


________________

The following notes relate to references on pages 25 through 36 and pages 43 through 46.

(a) Cost of materials and other for the years ended December 31, 2019 and 2018

includes a benefit of $449 million and $170 million, respectively, for the

blender's tax credit. The benefit recognized in 2019 is attributable to

volumes blended during 2019 and 2018 and was recognized in December 2019

because the U.S legislation authorizing the credit was passed and signed into

law in that month. The benefit recognized in 2018 is attributable to volumes

blended during 2017 and was recognized in February 2018 because the U.S.

legislation authorizing the credit was passed and signed into law in that


    month.



The $449 million and $170 million pre-tax benefits are attributable to volumes
blended during the three years and are reflected in our reportable segments as
follows (in millions):
                                                                     Renewable
                                                       Refining        Diesel       Total
Periods to which blender's tax credit is attributable
2019 blender's tax credit                             $       16    $       275    $  291
2018 blender's tax credit                                      2            156       158
Total recognized in 2019                              $       18    $       431    $  449

2017 blender's tax credit                             $       10    $       160    $  170
Total recognized in 2018                              $       10    $       160    $  170





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Adjustments to reflect the blender's tax credits in the period during which the volumes were blended are as follows (in millions):


                                                          Year Ended December 31,
                                                    2019            2018            2017
Refining segment
Total blender's tax credit recognized in period
presented                                       $        18     $        10     $        -
Less: Amount properly reflected in the period
associated with volumes blended                          16               2             10
Adjustment to reflect blender's tax credit in
proper period
for the refining segment (see note (f))                   2               8            (10 )
Renewable diesel segment
Total blender's tax credit recognized in period
presented                                               431             160              -
Less: Amount properly reflected in the period
associated with volumes blended                         275             156            160
Adjustment to reflect blender's tax credit in
proper period
for the renewable diesel segment (see note (f))         156               4           (160 )
Total adjustment to reflect blender's tax
credit in proper
period (see note (f))                           $       158     $        12     $     (170 )

Of the $449 million pre-tax benefit recognized in 2019, $215 million is attributable to noncontrolling interest and $234 million is attributable to Valero stockholders. Of the $170 million pre-tax benefit recognized in 2018, $80 million is attributable to noncontrolling interest and $90 million is attributable to Valero stockholders.

(b) Other operating expenses reflects expenses that are not associated with our

cost of sales and primarily includes costs to repair, remediate, and restore

our facilities to normal operations following a non-operating event, such as

a natural disaster or a major unplanned outage.

(c) General and administrative expenses (excluding depreciation and amortization

expense) for the year ended December 31, 2018 includes a charge of

$108 million for environmental reserve adjustments associated with certain


    non-operating sites.



(d) "Other income, net" for the years ended December 31, 2019 and 2018 includes a

$22 million charge from the early redemption of $850 million of our

6.125 percent senior notes due February 1, 2020 and a $38 million charge from

the early redemption of $750 million of our 9.375 percent senior notes due

March 15, 2019, respectively.

(e) On December 22, 2017, Tax Reform was enacted, and we recognized an income tax

benefit of $1.9 billion in December 2017 that represented our initial

estimate of the impact of Tax Reform. We finalized our estimates during the


    year ended December 31, 2018 and recorded an income tax benefit of
    $12 million during the period.


(f) We use certain financial measures (as noted below) that are not defined under

U.S. GAAP and are considered to be non-GAAP financial measures.





We have defined these non-GAAP measures and believe they are useful to the
external users of our financial statements, including industry analysts,
investors, lenders, and rating agencies. We believe these measures are useful to
assess our ongoing financial performance because, when reconciled to their most
comparable U.S. GAAP measures, they provide improved comparability between
periods through the exclusion of certain items that we believe are not
indicative of our core operating performance and that may obscure our underlying
business results and trends. These non-GAAP measures should not be considered as
alternatives to their most comparable U.S. GAAP measures nor should they be
considered in isolation or as a substitute for an analysis of our results of
operations as reported under U.S. GAAP. In addition, these non-GAAP measures may
not be comparable to similarly titled measures used by other companies because
we may define them differently, which diminishes their utility.



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Non-GAAP financial measures are as follows: • Refining margin is defined as refining operating income adjusted to

reflect the blender's tax credit in the proper period, and excluding

operating expenses (excluding depreciation and amortization expense),

depreciation and amortization expense, and other operating expenses, as


          reflected in the table below.


                                                     Year Ended December 31,
                                                  2019         2018         2017
Reconciliation of refining operating income
to refining margin
Refining operating income                      $  4,022     $  5,143     $  

4,207

Exclude:


Blender's tax credit (see note (a))                   2            8          (10 )
Operating expenses (excluding depreciation and
amortization expense)                            (4,289 )     (4,154 )     (4,014 )
Depreciation and amortization expense            (2,062 )     (1,910 )     (1,824 )
Other operating expenses (see note (b))             (20 )        (45 )        (61 )
Refining margin                                $ 10,391     $ 11,244     $ 10,116



•         Ethanol margin is defined as ethanol operating income excluding

operating expenses (excluding depreciation and amortization expense),

depreciation and amortization expense, and other operating expenses, as


          reflected in the table below.


                                                    Year Ended December 31,
                                                  2019          2018      2017
Reconciliation of ethanol operating income
to ethanol margin
Ethanol operating income                       $      3       $   82     $ 

172

Exclude:


Operating expenses (excluding depreciation and
amortization expense)                              (504 )       (470 )    (443 )
Depreciation and amortization expense               (90 )        (78 )     (81 )
Other operating expenses (see note (b))              (1 )          -         -
Ethanol margin                                 $    598       $  630     $ 696






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• Renewable diesel margin is defined as renewable diesel operating income

adjusted to reflect the blender's tax credit in the proper period, and

excluding operating expenses (excluding depreciation and amortization


          expense) and depreciation and amortization expense, as reflected in the
          table below.


                                                          Year Ended December 31,
                                                  2019               2018            2017
Reconciliation of renewable diesel operating
income to renewable diesel margin
Renewable diesel operating income            $        732       $        321     $        60
Exclude:
Blender's tax credit (see note (a))                   156                  4            (160 )
Operating expenses (excluding depreciation
and
amortization expense)                                 (75 )              (66 )           (47 )
Depreciation and amortization expense                 (50 )              (29 )           (29 )
Renewable diesel margin                      $        701       $        412     $       296

• Adjusted refining operating income is defined as refining segment

operating income adjusted to reflect the blender's tax credit in the


          proper period and excluding other operating expenses, as reflected in
          the table below.


                                                        Year Ended December 31,
                                                 2019            2018            2017
Reconciliation of refining operating income
to adjusted refining operating income
Refining operating income                    $     4,022     $     5,143     $     4,207
Exclude:
Blender's tax credit (see note (a))                    2               8             (10 )
Other operating expenses (see note (b))              (20 )           (45 )           (61 )
Adjusted refining operating income           $     4,040     $     5,180     $     4,278



•         Adjusted ethanol operating income is defined as ethanol segment
          operating income excluding other operating expenses as reflected in the
          table below.


                                                          Year Ended December 31,
                                                  2019               2018            2017
Reconciliation of ethanol operating income
to adjusted ethanol operating income
Ethanol operating income                     $          3       $         82     $       172
Exclude:
Other operating expenses (see note (b))                (1 )                -               -
Adjusted ethanol operating income            $          4       $         82     $       172






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• Adjusted renewable diesel operating income is defined as renewable


          diesel segment operating income adjusted to reflect the blender's tax
          credit in the proper period, as reflected in the table below.


                                                        Year Ended December 31,
                                                  2019            2018            2017
Reconciliation of renewable diesel operating
income to adjusted renewable diesel
operating income
Renewable diesel operating income            $        732     $       321     $        60
Exclude:
Blender's tax credit (see note (a))                   156               4            (160 )
Adjusted renewable diesel operating income   $        576     $       317     $       220

• Adjusted operating income is defined as total company operating income

adjusted to reflect the blender's tax credit in the proper period, and

excluding other operating expenses and environmental reserve


          adjustments associated with certain non-operating sites, as reflected
          in the table below.


                                                        Year Ended December 31,
                                                 2019            2018            2017
Reconciliation of total company operating
income to adjusted operating income
Total company operating income               $     3,836     $     4,572     $     3,563
Exclude:
Blender's tax credit (see note (a))                  158              12            (170 )
Other operating expenses (see note (b))              (21 )           (45 )           (61 )
Environmental reserve adjustments (see note
(c))                                                   -            (108 )             -
Adjusted operating income                    $     3,699     $     4,713     $     3,794

(g) We use throughput volumes, production volumes, and sales volumes for the


    refining segment, ethanol segment, and renewable diesel segment,
    respectively, due to their general use by others who operate facilities
    similar to those included in our segments.






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Total Company, Corporate, and Other
The following table includes selected financial data for the total company,
corporate, and other for 2018 and 2017. The selected financial data is derived
from the Financial Highlights by Segment and Total Company tables on pages 35
and 36, unless otherwise noted.
                                                          Year Ended December 31,
                                                     2018           2017          Change
Revenues                                         $  117,033     $   93,980     $   23,053
Cost of sales                                       111,439         89,475         21,964
General and administrative expenses (excluding
depreciation
and amortization expense)                               925            829             96
Operating income                                      4,572          3,563          1,009
Adjusted operating income (see note (f) on
page 42)                                              4,713          3,794            919
Other income, net                                       130            112             18
Income tax expense (benefit)                            879           (949 )        1,828
Net income attributable to noncontrolling
interests                                               231             91            140



Revenues increased by $23.1 billion in 2018 compared to 2017 primarily due to
increases in refined petroleum product prices associated with sales made by our
refining segment. This improvement in revenues was partially offset by higher
cost of sales of $22.0 billion primarily due to increases in crude oil and other
feedstock costs, and an increase of $96 million in general and administrative
expenses (excluding depreciation and amortization expense), resulting in an
increase in operating income of $1.0 billion in 2018 compared to 2017.

General and administrative expenses (excluding depreciation and amortization
expense) increased by $96 million in 2018 compared to 2017. This increase was
primarily due to environmental reserve adjustments of $108 million associated
with certain non-operating sites in 2018, partially offset by expenses incurred
in 2017 associated with the termination of the acquisition of certain assets
from Plains All American Pipeline, L.P. of $16 million.

Adjusted operating income was $4.7 billion in 2018 compared to $3.8 billion in
2017. Details regarding the $919 million increase in adjusted operating income
between the years are discussed by segment below.

"Other income, net" increased by $18 million in 2018 compared to 2017. This increase was primarily due to higher equity in earnings associated with our Diamond pipeline joint venture of $39 million and higher interest income of $29 million, partially offset by a $38 million charge for the early redemption of debt as described in note (d) on page 39.



Income tax expense increased by $1.8 billion in 2018 compared to 2017 primarily
due to the effect from a $1.9 billion income tax benefit in 2017 resulting from
Tax Reform, as described in note (e) on page 39. Excluding the effect of Tax
Reform from 2017, the effective tax rate for 2017 was 28 percent compared to
21 percent for 2018. The decrease in our effective tax rate is primarily due to
the reduction in the U.S. statutory income tax rate from 35 percent to
21 percent effective January 1, 2018 as a result of Tax Reform.

Net income attributable to noncontrolling interests increased by $140 million in 2018 compared to 2017 primarily due to higher earnings associated with DGD, which includes a benefit for the blender's tax credit


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of which $80 million is attributable to the holder of the noncontrolling interest, as described in note (a) on page 38.



Refining Segment Results
The following table includes selected financial and operating data of our
refining segment for 2018 and 2017. The selected financial data is derived from
the Financial Highlights by Segment and Total Company tables on pages 35 and 36,
respectively, unless otherwise noted.
                                                          Year Ended December 31,
                                                     2018           2017          Change
Revenues                                         $  113,118     $   90,266     $   22,852
Cost of sales                                       107,930         85,998         21,932
Operating income                                      5,143          4,207            936
Adjusted operating income (see note (f) on
page 41)                                              5,180          4,278  

902


Margin (see note (f) on page 40)                     11,244         10,116  

1,128


Operating expenses (excluding depreciation and
amortization expense reflected below)                 4,154          4,014  

140


Depreciation and amortization expense                 1,910          1,824             86

Throughput volumes (thousand BPD) (see note (g)
on page 42)                                           2,986          2,940             46



Refining segment revenues increased by $22.9 billion in 2018 compared to 2017
primarily due to increases in refined petroleum product prices. This improvement
in refining segment revenues was partially offset by higher cost of sales of
$21.9 billion primarily due to increases in crude oil and other feedstock costs,
resulting in an increase in refining segment operating income of $936 million in
2018 compared to 2017.

Refining segment adjusted operating income increased by $902 million in 2018
compared to 2017. The components of this increase, along with the reasons for
the changes in these components, are outlined below.

• Refining segment margin is primarily affected by refined petroleum product

prices and the cost of crude oil and other feedstocks. The market prices

for refined petroleum products generally track the price of benchmark

crude oils, such as Brent, WTI, and ANS. An increase in the differential

between the market price of the refined petroleum products that we sell

and the cost of the reference benchmark crude oil has a favorable impact

on our refining segment margin, while a decline in this differential has a

negative impact on our refining segment margin. Additionally, our refining


       segment margin is affected by our ability to purchase and process crude
       oils and other feedstocks that are priced at a discount to Brent and other
       benchmark crude oils. While we benefit when we process these types of

crude oils and other feedstocks, that benefit will vary as the discount

widens or narrows. Improvement in these discounts has a favorable impact

on our refining segment margin as it lowers our cost of materials; whereas

lower discounts result in higher cost of materials, which has a negative

impact on our refining segment margin. The table on page 37 reflects

market reference prices and differentials that we believe had a material

impact on the change in our refining segment margin in 2018 compared to

2017. Refining segment margin increased by $1.1 billion in 2018 compared


       to 2017, primarily due to the following:



•         An increase in distillate margins throughout all of our regions had a
          favorable impact to our refining segment margin of approximately
          $1.3 billion.





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• Higher discounts on crude oils had a favorable impact to our refining


          segment margin of approximately $561 million.


• A decrease in the cost of biofuel credits (primarily RINs in the U.S.)

had a favorable impact to our refining segment margin of $406 million.

See Note 20 of Notes to Consolidated Financial Statements for

additional information on our government and regulatory compliance


          programs.



•         An increase in throughput volumes of 46,000 BPD had a favorable impact
          to our refining segment margin of approximately $153 million.



•         A decrease in gasoline margins throughout all of our regions had an

unfavorable impact to our refining segment margin of approximately

$1.3 billion.



•      Refining segment operating expenses (excluding depreciation and

amortization expense) increased by $140 million primarily due to higher

employee-related expenses of $33 million, an increase in energy costs of

$28 million, the effect of a favorable insurance settlement of $20 million

in 2017 for our McKee Refinery, higher maintenance expense of $17 million,


       and higher chemicals and catalyst costs of $15 million.


• Refining segment depreciation and amortization expense associated with our


       cost of sales increased by $86 million primarily due to an increase in
       depreciation expense of $44 million associated with capital projects that
       were completed in the latter part of 2017 and early 2018 and higher

refinery turnaround and catalyst amortization expense of $35 million,


       along with the write-off of assets that were idled or demolished in 2018
       of $15 million.



Ethanol Segment Results
The following table includes selected financial and operating data of our
ethanol segment for 2018 and 2017. The selected financial data is derived from
the Financial Highlights by Segment and Total Company tables on pages 35 and 36,
respectively, unless otherwise noted.
                                                      Year Ended December 31,
                                                    2018           2017      Change
Revenues                                       $    3,638        $ 3,500    $  138
Cost of sales                                       3,556          3,328       228
Operating income                                       82            172       (90 )
Margin (see note (f) on page 40)                      630            696       (66 )
Operating expenses (excluding depreciation and
amortization expense reflected below)                 470            443    

27


Depreciation and amortization expense                  78             81    

(3 )



Production volumes (thousand gallons per day)
(see note (g) on page 42)                           4,109          3,972       137



Ethanol segment revenues increased by $138 million in 2018 compared to 2017
primarily due to an increase in ethanol sales volumes. This improvement in
ethanol segment revenue was outweighed by higher cost of sales of $228 million,
resulting in a decrease in ethanol segment operating income of $90 million in
2018



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compared to 2017. The components of this decrease, along with the reasons for the changes in these components, are outlined below.

• Ethanol segment margin is primarily affected by ethanol and corn related

co-product prices and the cost of corn. The table on page 38 reflects

market reference prices that we believe had a material impact on the

change in our ethanol segment margin in 2018 compared to 2017. Ethanol

segment margin decreased by $66 million in 2018 compared to 2017 primarily


       due to the following:



•         Lower ethanol prices had an unfavorable impact to our ethanol segment
          margin of approximately $159 million.



•         Higher corn prices had an unfavorable impact to our ethanol segment
          margin of approximately $36 million.



•         Higher prices of the corn related co-products that we produced had a
          favorable impact to our ethanol segment margin of approximately
          $101 million.


• Higher production volumes of 137,000 gallons per day had a favorable

impact to our ethanol segment margin of approximately $26 million.

• Ethanol segment operating expenses (excluding depreciation and

amortization expense) increased by $27 million primarily due to costs to


       operate the three plants acquired from Green Plains in November 2018 of
       $14 million and higher chemicals and catalysts costs of $8 million
       incurred by our other ethanol plants.



Renewable Diesel Segment Results
The following table includes selected financial and operating data of our
renewable diesel segment for 2018 and 2017. The selected financial data is
derived from the Financial Highlights by Segment and Total Company tables on
pages 35 and 36, respectively, unless otherwise noted.
                                                           Year Ended December 31,
                                                           2018           2017     Change
Revenues                                            $    678             $ 634    $   44
Cost of sales                                            357               574      (217 )
Operating income                                         321                60       261
Adjusted operating income (see note (f) on page 42)      317               220        97
Margin (see note (f) on page 41)                         412               296       116
Operating expenses (excluding depreciation and
amortization expense reflected below)                     66                47        19
Depreciation and amortization expense                     29                

29 -



Sales volumes (thousand gallons per day)
(see note (g) on page 42)                                431               440        (9 )



Renewable diesel segment revenues increased by $44 million in 2018 compared to
2017 primarily due to higher renewable diesel sales prices. This improvement in
renewable diesel segment revenues, along with



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a decrease in total cost of sales of $217 million, resulted in an increase in renewable diesel segment operating income of $261 million.



Renewable diesel segment adjusted operating income increased by $97 million in
2018 compared to 2017. The components of this increase, along with the reasons
for the changes in these components are outlined below.

• Renewable diesel segment margin increased by $116 million in 2018 compared


       to 2017 primarily due to the following:



•         An increase in renewable diesel prices in 2018 had a favorable impact
          to our renewable diesel segment margin of $60 million.



•         Price risk management activities had a favorable impact to our
          renewable diesel segment margin of $40 million. We recognized a hedge
          gain of $29 million in 2018 from commodity derivative instruments
          associated with our price risk management activities compared to a loss
          of $11 million in 2017.


• Renewable diesel segment operating expenses (excluding depreciation and

amortization expense) increased by $19 million primarily attributable to


       higher chemical and catalyst costs of $10 million and increased costs
       resulting from the expansion of the DGD Plant completed in the third
       quarter of 2018 of $3 million.


LIQUIDITY AND CAPITAL RESOURCES

Overview


We believe that we have sufficient funds from operations and from borrowings
under our credit facilities to fund our ongoing operating requirements and other
commitments. We expect that, to the extent necessary, we can raise additional
funds from time to time through equity or debt financings in the public and
private capital markets or the arrangement of additional credit facilities.
However, there can be no assurances regarding the availability of any future
financings or additional credit facilities or whether such financings or
additional credit facilities can be made available on terms that are acceptable
to us.

Our liquidity consisted of the following as of December 31, 2019 (in millions): Available borrowing capacity from committed facilities: Valero Revolver

$ 3,966
Canadian Revolver                                             112
Accounts receivable sales facility                          1,200
Letter of credit facility                                      50
Total available borrowing capacity                          5,328
Cash and cash equivalents(a)                                2,473
Total liquidity                                           $ 7,801


___________________

(a)      Excludes $110 million of cash and cash equivalents related to our
         variable interest entities (VIEs) that is available for use only by our
         VIEs.






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Information about our outstanding borrowings, letters of credit issued, and availability under our credit facilities is reflected in Note 9 of Notes to Consolidated Financial Statements.



Cash Flows
Components of our cash flows are set forth below (in millions):
                                                          Year Ended 

December 31,


                                                       2019         2018    

2017


Cash flows provided by (used in):
Operating activities                                 $ 5,531     $  4,371     $ 5,482
Investing activities                                  (3,001 )     (3,928 )    (2,382 )
Financing activities                                  (2,997 )     (3,168 )    (2,272 )
Effect of foreign exchange rate changes on cash           68         (143 ) 

206

Net increase (decrease) in cash and cash equivalents $ (399 ) $ (2,868 )

$ 1,034





Cash Flows for the Year Ended December 31, 2019
Our operations generated $5.5 billion of cash in 2019, driven primarily by net
income of $2.8 billion, noncash charges to income of $2.5 billion, and a
positive change in working capital of $294 million. Noncash charges included
$2.3 billion of depreciation and amortization expense and $234 million of
deferred income tax expense. See "RESULTS OF OPERATIONS" for further discussion
of our operations. The change in our working capital is detailed in Note 18 of
Notes to Consolidated Financial Statements. The source of cash resulting from
the $294 million change in working capital was mainly due to:

•      an increase of $1.5 billion in accounts payable due to an increase in
       commodity prices in December 2019 compared to December 2018 combined with

an increase in crude oil volumes purchased and the timing of payments of

invoices;

• a decrease of $427 million in prepaid expenses and other mainly due to a

decrease in income taxes receivable resulting from a refund of

$348 million, including interest, associated with the settlement of the

combined audit related to our U.S. federal income tax returns for 2010 and

2011;

• an increase of $153 million in income taxes payable primarily resulting

from higher pre-tax income in the fourth quarter of 2019; partially offset

by

• an increase of $1.5 billion in receivables resulting from (i) an increase

in commodity prices in December 2019 compared to December 2018 combined

with an increase in sales volumes, and (ii) a receivable of $449 million


       for the blender's tax credit attributable to volumes blended during 2019
       and 2018; and

• an increase of $385 million in inventories due to an increase in commodity

prices in December 2019 compared to December 2018 combined with higher


       inventory levels.



The $5.5 billion of cash generated by our operations, along with (i) $992 million of proceeds from debt issuances related to our 4.00 percent Senior Notes, (ii) $239 million of proceeds from borrowings of VIEs, and (iii) $399 million from available cash on hand, were used mainly to:

• fund $2.7 billion in capital investments, as defined in "Capital

Investments" on page 50, of which $160 million related to self-funded

capital investments by DGD;

• fund $225 million of capital expenditures of VIEs other than DGD;

• acquire undivided interests in pipeline and terminal assets for $72 million;

• redeem our 6.125 percent Senior Notes for $871 million (or 102.48 percent

of stated value);

• purchase common stock for treasury of $777 million;







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• pay common stock dividends of $1.5 billion;




•      acquire all of the outstanding publicly held common units of VLP for
       $950 million; and

• pay distributions to noncontrolling interests of $70 million.




In addition, during the year ended December 31, 2019, we sold and repaid
$900 million of eligible receivables under our accounts receivable sales
facility.
Cash Flows for the Year Ended December 31, 2018
Our operations generated $4.4 billion of cash in 2018, driven primarily by net
income of $3.4 billion and noncash charges to income of $2.3 billion, partially
offset by a negative change in working capital of $1.3 billion. Noncash charges
included $2.1 billion of depreciation and amortization expense and $203 million
of deferred income tax expense. See "RESULTS OF OPERATIONS" for further
discussion of our operations. The change in our working capital is detailed in
Note 18 of Notes to Consolidated Financial Statements. The use of cash resulting
from the $1.3 billion change in working capital was mainly due to:

• an increase of $457 million in receivables resulting from an increase in

sales volumes, partially offset by a decrease in commodity prices;

• an increase of $197 million in inventory primarily due to higher inventory

levels;

• a decrease of $684 million in income taxes payable primarily resulting


       from (i) $527 million of payments in early 2018 related to 2017 tax
       liabilities and (ii) $181 million of payments in late 2018 that will be
       applied to 2019 tax liabilities;

• a decrease of $113 million in accrued expenses mainly due to the timing of

payments on our environmental compliance program obligations; partially


       offset by


•      an increase of $304 million in accounts payable due to an increase in
       crude oil and other feedstock volumes purchased, partially offset by a
       decrease in commodity prices.


The $4.4 billion of cash generated by our operations, along with (i) $1.3 billion of proceeds from debt issuances and borrowings, (ii) $109 million of proceeds from borrowings of VIEs, and (iii) $2.9 billion from available cash on hand, were used mainly to:

• fund $2.7 billion in capital investments, of which $192 million related to

self-funded capital investments by DGD;

• fund $124 million of capital expenditures of VIEs other than DGD;

• fund (i) $468 million for the Peru Acquisition (as defined and discussed

in Note 2 of Notes to Consolidated Financial Statements) in May 2018;

(ii) $320 million for the acquisition of three ethanol plants in November

2018; and (iii) $88 million for other minor acquisitions;

• acquire undivided interests in pipeline and terminal assets for $212 million;

• redeem our 9.375 percent Senior Notes for $787 million (or 104.9 percent

of stated value);

• make payments on debt and finance lease obligations of $435 million, of

which $410 million related to the repayment of all outstanding borrowings


       under VLP's $750 million senior unsecured revolving credit facility (the
       VLP Revolver);

• retire $137 million of debt assumed in connection with the Peru Acquisition;

• purchase common stock for treasury of $1.7 billion;

• pay common stock dividends of $1.4 billion; and

• pay distributions to noncontrolling interests of $116 million.





Cash Flows for the Year Ended December 31, 2017
Our operations generated $5.5 billion of cash in 2017. Net income of
$4.2 billion, net of the $1.9 billion noncash benefit from Tax Reform and other
noncash charges of $2.1 billion, and a positive change in working



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capital of $1.3 billion were the primary drivers of the cash generated by our
operations in 2017. Other noncash charges included $2.0 billion of depreciation
and amortization expense. See "RESULTS OF OPERATIONS" for further discussion of
our operations. The Tax Reform benefit and the change in our working capital are
detailed in Notes 15 and 18, respectively, of Notes to Consolidated Financial
Statements. The source of cash resulting from the $1.3 billion change in working
capital was mainly due to:

• an increase of $1.8 billion in accounts payable primarily as a result of


       an increase in commodity prices;


•      an increase of $489 million in income taxes payable resulting from
       deferring the payment of our fourth quarter 2017 estimated taxes to
       January 2018, as allowed by tax relief authorization from the IRS;
       partially offset by

• an increase of $870 million in receivables primarily as a result of an

increase in commodity prices; and

• an increase of $516 million in inventory due to higher volumes held

combined with an increase in commodity prices.

The $5.5 billion of cash generated by our operations, along with borrowings of $380 million under the VLP Revolver, were used mainly to:

• fund $2.3 billion in capital investments, of which $88 million related to

self-funded capital investments by DGD;

• fund $26 million of capital expenditures of VIEs other than DGD;

• acquire an undivided interest in crude system assets for $72 million;

• purchase common stock for treasury of $1.4 billion;

• pay common stock dividends of $1.2 billion;

• pay distributions to noncontrolling interests of $67 million; and

• increase available cash on hand by $1.0 billion.





Capital Investments
Our operations, especially those of our refining segment, are highly capital
intensive. Each of our refineries comprises a large base of property assets,
consisting of a series of interconnected, highly integrated and interdependent
crude oil processing facilities and supporting logistical infrastructure
(Units), and these Units are improved continuously. The cost of improvements,
which consist of the addition of new Units and betterments of existing Units,
can be significant. We have historically acquired our refineries at amounts
significantly below their replacement costs, whereas our improvements are made
at full replacement value. As such, the costs for improving our refinery assets
increase over time and are significant in relation to the amounts we paid to
acquire our refineries. We plan for these improvements by developing a
multi-year capital program that is updated and revised based on changing
internal and external factors.

We make improvements to our refineries in order to maintain and enhance their
operating reliability, to meet environmental obligations with respect to
reducing emissions and removing prohibited elements from the products we
produce, or to enhance their profitability. Reliability and environmental
improvements generally do not increase the throughput capacities of our
refineries. Improvements that enhance refinery profitability may increase
throughput capacity, but many of these improvements allow our refineries to
process different types of crude oil and to refine crude oil into products with
higher market values. Therefore, many of our improvements do not increase
throughput capacity significantly.



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We consider capital investments to include the following:

• Capital expenditures for purchases of, additions to, and improvements in


       our property, plant, and equipment, including those made by DGD but
       excluding other VIEs;

• Deferred turnaround and catalyst cost expenditures, including those made

by DGD; and

• Investments in unconsolidated joint ventures.





We include DGD's capital expenditures and deferred turnaround and catalyst cost
expenditures in capital investments because we, as operator of DGD, manage its
capital projects and expenditures. We do not include the capital expenditures of
our other consolidated VIEs in capital investments because we do not operate
those VIEs. In addition, we do not include expenditures for acquisitions and
acquisitions of undivided interests in capital investments.

We expect to make capital investments of approximately $2.5 billion in 2020.
Approximately 60 percent of those investments are for sustaining the business
and 40 percent are for growth strategies. However, we continuously evaluate our
capital budget and make changes as conditions warrant. This capital investment
estimate excludes potential strategic acquisitions, including acquisitions of
undivided interests.

Other Matters Impacting Liquidity and Capital Resources
Stock Purchase Program
On January 23, 2018, our board of directors authorized the 2018 Program for the
purchase of our outstanding common stock. As of December 31, 2019, we had
$1.5 billion remaining available for purchase under the 2018 Program with no
expiration date. We have no obligation to make purchases under this program.

Pension Plan Funding
We plan to contribute approximately $140 million to our pension plans and
$21 million to our other postretirement benefit plans during 2020. See Note 13
of Notes to Consolidated Financial Statements for a discussion of our employee
benefit plans.

Environmental Matters
Our operations are subject to extensive environmental regulations by
governmental authorities relating to the discharge of materials into the
environment, waste management, pollution prevention measures, GHG emissions, and
characteristics and composition of gasolines and distillates. Because
environmental laws and regulations are becoming more complex and stringent and
new environmental laws and regulations are continuously being enacted or
proposed, the level of future expenditures required for environmental matters
could increase in the future. In addition, any major upgrades in any of our
operating facilities could require material additional expenditures to comply
with environmental laws and regulations. See Note 8 of Notes to Consolidated
Financial Statements for disclosure of our environmental liabilities.

Tax Matters
We take tax positions in our tax returns from time to time that may not be
ultimately allowed by the relevant taxing authority. When we take such
positions, we evaluate the likelihood of sustaining those positions and
determine the amount of tax benefit arising from such positions, if any, that
should be recognized in our financial statements. Tax benefits not recognized by
us are recorded as a liability for unrecognized tax benefits, which represents
our potential future obligation to various taxing authorities if the tax
positions are not sustained.

As of December 31, 2019, our liability for unrecognized tax benefits, excluding
related interest and penalties, was $868 million. Of this amount, $525 million
is associated with refund claims associated with taxes paid



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on incentive payments received from the U.S. federal government for blending
biofuels into refined petroleum products. We recorded a tax refund receivable of
$525 million in connection with our refund claims, but we also recorded a
liability for unrecognized tax benefits of $525 million due to the complexity of
this matter and uncertainties with respect to sustaining these refund claims.
Therefore, our financial position, results of operations, and liquidity will not
be negatively impacted if we are unsuccessful in sustaining these refund claims.
The remaining liability for unrecognized tax benefits, excluding related
interest and penalties, of $343 million represents our potential future
obligations to various taxing authorities if the tax positions associated with
that liability are not sustained.

Details about our liability for unrecognized tax benefits, along with other information about our unrecognized tax benefits, are included in Note 15 of Notes to Consolidated Financial Statements.



Cash Held by Our International Subsidiaries
As of December 31, 2019, $1.5 billion of our cash and cash equivalents was held
by our international subsidiaries. Cash held by our international subsidiaries
can be repatriated to us without any U.S. federal income tax consequences as a
result of the deemed repatriation provisions of Tax Reform, but certain other
taxes may apply, including, but not limited to, withholding taxes imposed by
certain international jurisdictions and U.S. state income taxes. Therefore,
there is a cost to repatriate cash held by certain of our international
subsidiaries to us, but we believe that such amount is not material to our
financial position or liquidity.

Concentration of Customers
Our operations have a concentration of customers in the refining industry and
customers who are refined petroleum product wholesalers and retailers. These
concentrations of customers may impact our overall exposure to credit risk,
either positively or negatively, in that these customers may be similarly
affected by changes in economic or other conditions. However, we believe that
our portfolio of accounts receivable is sufficiently diversified to the extent
necessary to minimize potential credit risk. Historically, we have not had any
significant problems collecting our accounts receivable.

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any transactions, agreements, or other contractual arrangements that would result in off-balance sheet liabilities.


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CONTRACTUAL OBLIGATIONS

Our contractual obligations as of December 31, 2019 are summarized below (in millions).


                                                  Payments Due by Year
                        2020         2021         2022        2023         2024        Thereafter       Total
Debt and finance
lease obligations
(a)                  $    541     $    103     $     93     $   110     $     82     $      9,485     $ 10,414
Debt obligations -
interest payments         464          462          455         449          449            3,947        6,226
Operating lease
liabilities (b)           376          250          194         160          125              498        1,603

Purchase obligations 14,284 1,906 1,644 1,565 1,519

            3,558       24,476
Other long-term
liabilities (c)             -          160          168         200          215            2,185        2,928
Total                $ 15,665     $  2,881     $  2,554     $ 2,484     $  2,390     $     19,673     $ 45,647

______________________________

(a) Debt obligations exclude amounts related to unamortized discounts and debt

issuance costs. Finance lease obligations include related interest expense.

Debt obligations due in 2020 include $348 million associated with borrowings


    under the IEnova Revolver (as defined and described in Note 9 of Notes to
    Consolidated Financial Statements) for the construction of terminals in
    Mexico by Central Mexico Terminals (as defined and described in Note 12 of

Notes to Consolidated Financial Statements). The IEnova Revolver is only

available to the operations of Central Mexico Terminals, and its creditors do

not have recourse against us.

(b) Operating lease liabilities include related interest expense.

(c) Other long-term liabilities exclude amounts related to the long-term portion

of operating lease liabilities that are separately presented above.

Debt and Finance Lease Obligations Our debt and finance lease obligations are described in Notes 9 and 5, respectively, of Notes to Consolidated Financial Statements.



Our debt and financing agreements do not have rating agency triggers that would
automatically require us to post additional collateral. However, in the event of
certain downgrades of our senior unsecured debt by the ratings agencies, the
cost of borrowings under some of our bank credit facilities and other
arrangements may increase. As of December 31, 2019, all of our ratings on our
senior unsecured debt, including debt guaranteed by us, are at or above
investment grade level as follows:
          Rating Agency                     Rating
Moody's Investors Service            Baa2 (stable outlook)

Standard & Poor's Ratings Services BBB (stable outlook) Fitch Ratings

                        BBB (stable outlook)



We cannot provide assurance that these ratings will remain in effect for any
given period of time or that one or more of these ratings will not be lowered or
withdrawn entirely by a rating agency. We note that these credit ratings are not
recommendations to buy, sell, or hold our securities. Each rating should be
evaluated independently of any other rating. Any future reduction below
investment grade or withdrawal of one or more of our credit ratings could have a
material adverse impact on our ability to obtain short- and long-term financing
and the cost of such financings.

Debt Obligations - Interest Payments
Interest payments for our debt obligations as described in Note 9 of Notes to
Consolidated Financial Statements are the expected payments based on information
available as of December 31, 2019.



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Operating Lease Liabilities
Our operating lease liabilities arise from leasing arrangements for the right to
use various classes of underlying assets as described in Note 5 of Notes to
Consolidated Financial Statements. Operating lease liabilities are recognized
for leasing arrangements with terms greater than one year and are not reduced by
minimum lease payments to be received by us under subleases.

Purchase Obligations
A purchase obligation is an enforceable and legally binding agreement to
purchase goods or services that specifies significant terms, including (i) fixed
or minimum quantities to be purchased, (ii) fixed, minimum, or variable price
provisions, and (iii) the approximate timing of the transaction. We have various
purchase obligations under certain crude oil and other feedstock supply
arrangements, industrial gas supply arrangements (such as hydrogen supply
arrangements), natural gas supply arrangements, and various throughput,
transportation and terminaling agreements. We enter into these contracts to
ensure an adequate supply of feedstock and utilities and adequate storage
capacity to operate our refineries and ethanol plants. Substantially all of our
purchase obligations are based on market prices or adjustments based on market
indices. Certain of these purchase obligations include fixed or minimum volume
requirements, while others are based on our usage requirements. The purchase
obligation amounts shown in the preceding table include both short- and
long-term obligations and are based on (i) fixed or minimum quantities to be
purchased and (ii) fixed or estimated prices to be paid based on current market
conditions.

Other Long-Term Liabilities
Our other long-term liabilities are described in Note 8 of Notes to Consolidated
Financial Statements. For purposes of reflecting amounts for other long-term
liabilities in the preceding table, we made our best estimate of expected
payments for each type of liability based on information available as of
December 31, 2019.

NEW ACCOUNTING PRONOUNCEMENTS



As discussed in Note 1 of Notes to Consolidated Financial Statements, certain
new financial accounting pronouncements became effective January 1, 2020, or
will become effective in the future. The effect on our financial statements upon
adoption of these pronouncements is discussed in the above-referenced note.

CRITICAL ACCOUNTING POLICIES INVOLVING CRITICAL ACCOUNTING ESTIMATES



The preparation of financial statements in accordance with U.S. GAAP requires us
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates. The following summary provides further information about our
critical accounting policies that involve critical accounting estimates, and
should be read in conjunction with Note 1 of Notes to Consolidated Financial
Statements, which summarizes our significant accounting policies. The following
accounting policies involve estimates that are considered critical due to the
level of subjectivity and judgment involved, as well as the impact on our
financial position and results of operations. We believe that all of our
estimates are reasonable. Unless otherwise noted, estimates of the sensitivity
to earnings that would result from changes in the assumptions used in
determining our estimates is not practicable due to the number of assumptions
and contingencies involved, and the wide range of possible outcomes.

Unrecognized Tax Benefits
We take tax positions in our tax returns from time to time that may not be
ultimately allowed by the relevant taxing authority. When we take such
positions, we evaluate the likelihood of sustaining those positions and
determine the amount of tax benefit arising from such positions, if any, that
should be recognized in our financial statements. Tax benefits not recognized by
us are recorded as a liability for unrecognized tax



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benefits, which represents our potential future obligation to various taxing authorities if the tax positions are not sustained.



The evaluation of tax positions and the determination of the benefit arising
from such positions that are recognized in our financial statements requires us
to make significant judgments and estimates based on an analysis of complex tax
laws and regulations and related interpretations. These judgments and estimates
are subject to change due to many factors, including the progress of ongoing tax
audits, case law, and changes in legislation.

Details of our liability for unrecognized tax benefits, along with other information about our unrecognized tax benefits, are included in Note 15 of Notes to Consolidated Financial Statements.



Environmental Matters
Our operations are subject to extensive environmental regulations by
governmental authorities relating primarily to the discharge of materials into
the environment, waste management, and pollution prevention measures. Future
legislative action and regulatory initiatives could result in changes to
required operating permits, additional remedial actions, or increased capital
expenditures and operating costs that cannot be assessed with certainty at this
time.

Accruals for environmental liabilities are based on best estimates of probable
undiscounted future costs over a 20-year time period using currently available
technology and applying current regulations, as well as our own internal
environmental policies. However, environmental liabilities are difficult to
assess and estimate due to uncertainties related to the magnitude of possible
remediation, the timing of such remediation, and the determination of our
obligation in proportion to other parties. Such estimates are subject to change
due to many factors, including the identification of new sites requiring
remediation, changes in environmental laws and regulations and their
interpretation, additional information related to the extent and nature of
remediation efforts, and potential improvements in remediation technologies.

The amount of our accruals for environmental matters are included in Note 8 of Notes to Consolidated Financial Statements.



Pension and Other Postretirement Benefit Obligations
We have significant pension and other postretirement benefit liabilities and
costs that are developed from actuarial valuations. Inherent in these valuations
are key assumptions including discount rates, expected return on plan assets,
future compensation increases, and health care cost trend rates. These
assumptions are disclosed and described in Note 13 of Notes to Consolidated
Financial Statements. Changes in these assumptions are primarily influenced by
factors outside of our control. For example, the discount rate assumption
represents a yield curve comprised of various long-term bonds that have an
average rating of double-A when averaging all available ratings by the
recognized rating agencies, while the expected return on plan assets is based on
a compounded return calculated assuming an asset allocation that is
representative of the asset mix in our pension plans. To determine the expected
return on plan assets, we utilized a forward-looking model of asset returns. The
historical geometric average return over the 10 years prior to December 31, 2019
was 9.41 percent. The actual return on assets for the years ended December 31,
2019, 2018, and 2017 was 23.44 percent, (5.53) percent, and 19.31 percent,
respectively. These assumptions can have a significant effect on the amounts
reported in our financial statements.




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The following sensitivity analysis shows the effects on the projected benefit
obligation as of December 31, 2019 and net periodic benefit cost for the year
ending December 31, 2020 (in millions):
                                                                              Other
                                                      Pension            Postretirement
                                                      Benefits              Benefits
Increase in projected benefit obligation
resulting from:
Discount rate decrease of 0.25%                  $            134     $                10
Compensation rate increase of 0.25%                            17           

n/a


Increase in expense resulting from:
Discount rate decrease of 0.25%                                12                       -
Expected return on plan assets decrease of 0.25%                6           

n/a


Compensation rate increase of 0.25%                             4           

n/a





Our net periodic benefit cost is determined using the spot-rate approach. Under
this approach, our net periodic benefit cost is impacted by the spot rates of
the corporate bond yield curve used to calculate our liability discount rate. If
the yield curve were to flatten entirely and our liability discount rate
remained unchanged, our net periodic benefit cost would increase by $16 million
for pension benefits and $2 million for other postretirement benefits in 2020.

See Note 13 of Notes to Consolidated Financial Statements for a discussion of our pension and other postretirement benefit obligations.



Inventory Valuation
The cost of our inventories is principally determined under the last-in,
first-out (LIFO) method using the dollar-value LIFO approach. Our LIFO
inventories are carried at the lower of cost or market value and our non-LIFO
inventories are carried at the lower of cost or net realizable value. The market
value of our LIFO inventories is determined based on the net realizable value of
the inventories.
We compare the market value of inventories to their cost on an aggregate basis,
excluding materials and supplies. In determining the market value of our
inventories, we assume that feedstocks are converted into refined products,
which requires us to make estimates regarding the refined products expected to
be produced from those feedstocks and the conversion costs required to convert
those feedstocks into refined products. We also estimate the usual and customary
transportation costs required to move the inventory from our plants to the
appropriate points of sale. We then apply an estimated selling price to our
inventories. If the aggregate market value is less than cost, we recognize a
loss for the difference in our statements of income.




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