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



This Form 10-Q, 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," "strive," and
similar expressions.

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



•      the effect, impact, potential duration or other implications of the
       COVID-19 pandemic and global crude oil production levels, and any
       expectations we may have with respect thereto;

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

• future renewable diesel segment margins;

• future ethanol segment margins;

• expectations regarding feedstock costs, including crude oil differentials,

and operating expenses;

• anticipated levels of crude oil and refined petroleum product inventories


       and storage capacity;


•      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, renewable

diesel, and ethanol industry fundamentals.





We based our forward-looking statements on our current expectations, estimates,
and projections about ourselves, our industry, and the global economy and
financial markets generally. We caution that these statements are not guarantees
of future performance or results 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, actual results may differ materially from the future
performance or results that we have expressed or forecast in the forward-looking
statements. Differences between actual results and any future performance or
results suggested in these forward-looking statements could result from a
variety of factors, including the following:

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

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

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

• the effects of public health threats, pandemics and epidemics, such as the

COVID-19 pandemic, and the adverse impacts thereof on our business,

financial condition, results of operations, and liquidity, including, but

not limited to, our growth, operating costs, supply chain, labor

availability, logistical capabilities, customer demand for our products,

and industry demand generally, margins, production and throughput

capacity, utilization, inventory value, cash position, taxes, the price of


       our securities




                                       38

--------------------------------------------------------------------------------

Table of Contents

and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally; • 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, renewable diesel, or ethanol;

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

Countries (OPEC) 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, weather events, civil unrest, political

events, terrorism, cyberattacks, or other catastrophes or disruptions

affecting our operations, refineries, machinery, pipelines, equipment, or


       information systems, or any of the foregoing of our suppliers or
       customers;

• changes in the cost or availability of transportation or storage capacity


       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 U.S. federal Renewable Fuel Standard) 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, renewable diesel,


       and ethanol;


•      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. Environmental Protection Agency'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 our annual report on Form 10-K for the year ended December 31, 2019

that is incorporated by reference herein, as those factors are amended or


       supplemented as set forth in the "RISK FACTORS" section included in
       ITEM 1A, "RISK FACTORS" in this Form 10-Q.



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


                                       39

--------------------------------------------------------------------------------

Table of Contents



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.

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. GAAP.
These non-GAAP financial measures include adjusted operating income (including
adjusted operating income for each of our reportable segments, as applicable)
and refining, renewable diesel, and ethanol segment margin. We have included
these non-GAAP financial measures to help facilitate the comparison of operating
results between periods. See the tables in note (d) beginning on page 57 for
reconciliations of these non-GAAP financial measures to their most directly
comparable U.S. GAAP financial measures. Also in note (d), we disclose the
reasons why we believe our use of the non-GAAP financial measures provides
useful information.

OVERVIEW AND OUTLOOK

Overview
Business Operations Update
The outbreak of COVID-19 and its development into a pandemic in March 2020 has
resulted in significant economic disruption globally, including in North America
and Europe, the primary geographic areas where we operate. In March,
governmental authorities around the world took actions, such as stay-at-home
orders and other social distancing measures, to slow down the spread of COVID-19
that restricted travel, public gatherings, and the overall level of individual
movement and in-person interaction across the globe. These actions have
significantly reduced global economic activity and negatively impacted many
businesses, including our business. Airlines have dramatically reduced flights
and motor vehicle usage has significantly declined at a time when seasonal
driving patterns typically result in an increase of consumer demand for
gasoline. As a result, there has also been a decline in the demand for, and thus
also the market prices of, crude oil and most of our products. In addition,
global crude oil production levels did not decline initially despite lower
demand and storage capacity constraints for crude oil and refined products,
which, during March 2020 and much of the second quarter of 2020, exacerbated the
decline in crude oil prices and contributed to an increase in crude oil price
volatility.

During the latter part of the second quarter of 2020, governmental authorities
in various states across the U.S., particularly those in our U.S. Gulf Coast and
U.S. Mid-Continent regions, began to lift many of the restrictions created by
actions taken to slow down the spread of COVID-19, while many governmental
authorities in our U.S. West Coast and North Atlantic regions only recently
began taking similar actions. These actions have resulted in an increase in the
level of individual movement and travel and, in turn, an increase in the demand
and market prices for most of our products relative to late March 2020. However,
many of the states where such restrictions were lifted, and several states where
the restrictions have essentially never been lifted (such as California in our
U.S. West Coast region), have recently experienced a marked increase in the
spread of COVID-19 and many governmental authorities in such areas have
responded by reimposing certain restrictions they had previously lifted. While
this response has not yet significantly impacted the increased level of
individual movement associated with the initial lifting of many restrictions,
the risk remains that the reimposition of such restrictions that has already
occurred, or any further reimposition


                                       40

--------------------------------------------------------------------------------

Table of Contents

of prior restrictions or any imposition of new restrictions that may occur in the future, could each weaken the partial recovery in the demand and market prices for our products, which would negatively affect us.



The decrease in the demand for refined petroleum products coupled with the
decline in the price of crude oil has resulted in a significant decrease in the
price of refined petroleum products manufactured by our refining segment. For
example, the price of gasoline(a) in the U.S. Gulf Coast region where eight of
our 15 refineries are located was $68.82 per barrel at the beginning of 2020,
fell to $17.65 per barrel at the end of March (a 74 percent decline), and
partially recovered to $46.58 per barrel by the end of June (a 32 percent
decline over the six-month period). Another example is the price of diesel(b) in
the U.S. Gulf Coast region, which was $81.71 per barrel at the beginning of
2020, fell to $39.18 per barrel at the end of March (a 52 percent decline), and
partially recovered to $47.58 per barrel by the end of June (a 42 percent
decline over the six-month period). On July 29, 2020, the prices of gasoline(a)
and diesel(b) were $46.44 per barrel and $50.76 per barrel, respectively.

The price of ethanol manufactured by our ethanol segment has also decreased due
to a decline in demand. Because ethanol is primarily blended into gasoline,
ethanol demand declined along with the decline in the demand for gasoline.
Demand for renewable diesel, however, has not significantly declined due to
continued demand for this low-carbon fuel despite the current economic
environment; therefore, our renewable diesel segment has not been impacted as
significantly as our refining and ethanol segments.

Prices for the products we sell and the feedstocks we purchase impact our
revenues, cost of sales, operating income, and liquidity. In addition, a decline
in the market prices of products and feedstocks below their carrying values in
our inventory results in a writedown in the value of our inventories, and a
subsequent recovery in market prices results in a write-up in the value of our
inventories to their previous carrying values. These inventory valuation
adjustments are referred to as "lower of cost or market (LCM) inventory
valuation adjustments" and are described in Note 4 of Condensed Notes to
Consolidated Financial Statements. For the second quarter of 2020, we generated
operating income of $1.8 billion, which includes a $2.2 billion recovery in the
value of our inventories. We wrote down the value of our inventories by
$2.5 billion in the first quarter of 2020 due to the significant decline in
market prices at that time, but as previously noted, market prices improved
during the second quarter resulting in the reversal of all but $294 million of
the initial writedown. For the first six months of 2020, we generated an
operating loss of $488 million, which includes the $294 million writedown in the
value of our inventories. Our operating results for the second quarter and the
first six months of 2020, including operating results by segment, are described
in the summary below and detailed descriptions can be found under "RESULTS OF
OPERATIONS" on pages 45 through 65.

Our cash and cash equivalents declined by $264 million during the first six
months of 2020, from $2.6 billion as of December 31, 2019 to $2.3 billion as of
June 30, 2020. We invested $1.3 billion in our business and returned
$948 million to our stockholders primarily through dividends, but also through
purchases of our common stock, which, as discussed below, have not occurred
under our stock purchase program since mid-March 2020. These uses of cash were
largely offset by proceeds from a $1.5 billion public debt offering completed in
April 2020 as described in Note 6 of Condensed Notes to Consolidated Financial
Statements. In addition, our operations generated net cash of $687 million,
which was driven by a decrease in inventory on hand. Even though our cash and
cash equivalents on hand declined during the first six months of 2020, we ended
the period with $7.7 billion of liquidity(c). A summary of our cash flows is
presented on page 66, and a description of our cash flows and other matters
impacting our liquidity and capital resources, including measures we have taken
or are considering to take to address the impacts of COVID-19 on our liquidity,
can be found under "LIQUIDITY AND CAPITAL RESOURCES" on pages 65 through 69.



                                       41

--------------------------------------------------------------------------------

Table of Contents



We responded, and will strive to continue to respond, to the impacts from
COVID-19 on our business. We reduced the amount of crude oil processed at most
of our refineries in response to the decreased demand for our products, we
temporarily idled various gasoline-making units at certain of our refineries to
further limit gasoline production, and we took measures to reduce jet fuel
production. Eight of our ethanol plants were temporarily idled, and production
at our remaining six ethanol plants was reduced earlier this year to address the
decreased demand for ethanol. Demand for most of our products partially
recovered during the latter part of the second quarter of 2020. As a result, we
have increased the production of most of our products and recently restarted the
gasoline-making units and four ethanol plants that had been temporarily idled.
In addition to these measures, we have addressed our liquidity as outlined
below:
•       We deferred projects representing approximately $400 million of capital

investments that we had expected to make in 2020 related to our refining

and ethanol segments.

• We deferred income and indirect (e.g., value-added taxes (VAT) and motor


        fuel taxes) tax payments due in the first six months of 2020 of
        approximately $440 million. These deferrals have been provided to
        taxpayers under new legislation, such as the CARES Act in the U.S., and

by various taxing authorities under existing legislation. Approximately

40 percent of the deferred payments will be due in the third quarter of


        2020, with the remaining amount due in 2021.


• We have not purchased any shares of our common stock under our stock

purchase program since mid-March 2020, and we will evaluate the timing of

repurchases when appropriate. We have no obligation to make purchases


        under our stock purchase program.



•       We entered into a 364-day Revolving Credit Facility on April 13, 2020

with an aggregate principal amount of up to $875 million as described in


        Note 6 of Condensed Notes to Consolidated Financial Statements. As of
        June 30, 2020 and July 29, 2020, we had no outstanding borrowings under
        this facility.


• We extended the maturity date of our accounts receivable sales facility

to July 2021 and decreased the facility amount from $1.3 billion to

$1.0 billion as described in Note 6 of Condensed Notes to Consolidated


        Financial Statements. As of June 30, 2020 and July 29, 2020, we had no
        outstanding borrowings under this facility, and available borrowing
        capacity was $666 million as of July 29, 2020.



Many uncertainties remain with respect to COVID-19, including its resulting
economic effects, and we are unable to predict the ultimate economic impacts
from COVID-19 on our business and how quickly national economies can recover
once the pandemic subsides, or whether any recovery will ultimately experience a
reversal or other setbacks. However, the adverse impacts of the economic effects
on our company have been and will likely continue to be significant. We believe
we have proactively addressed many of the known impacts of COVID-19 to the
extent possible and we will strive to continue to do so, but there can be no
assurance that these or other measures will be fully effective.

____________________

(a) Gasoline prices quoted represent the price of U.S. Gulf Coast conventional

blendstock of oxygenate blending gasoline.

(b) Diesel prices quoted represent the price of U.S. Gulf Coast ultra-low sulfur

diesel.

(c) See the components of our liquidity as of June 30, 2020 in the table on


    page 65 under "LIQUIDITY AND CAPITAL RESOURCES-Overview."





                                       42

--------------------------------------------------------------------------------

Table of Contents



Second Quarter Results
For the second quarter of 2020, we reported net income attributable to Valero
stockholders of $1.3 billion compared to $612 million for the second quarter of
2019, which represents an increase of $641 million. The increase was primarily
due to higher operating income of $881 million, partially offset by a
$179 million increase in income taxes. The increase in operating income included
a $2.2 billion reversal in the LCM inventory valuation adjustment as described
in Note 4 of Condensed Notes to Consolidated Financial Statements and in
note (b) on page 56.

While our operating income increased by $881 million in the second quarter of
2020 compared to the second quarter of 2019, adjusted operating income decreased
by $1.4 billion. Adjusted operating income excludes the LCM inventory valuation
adjustment and other adjustments reflected in the table in note (d) on page 57.

The $1.4 billion decrease in adjusted operating income was primarily due to the following:

• Refining segment. Refining segment adjusted operating income decreased by

$1.4 billion primarily due to decreases in gasoline and distillate margins


       and lower throughput volumes, partially offset by stronger discounts on
       crude oils. This is more fully described on pages 49 and 50.


• Renewable diesel segment. Renewable diesel segment adjusted operating

income decreased by $16 million primarily due to lower renewable diesel

prices and higher feedstock costs, partially offset by a favorable impact


       from commodity derivative instruments associated with our price risk
       management activities. This is more fully described on page 51.


• Ethanol segment. Ethanol segment adjusted operating income decreased by

$28 million primarily due to lower ethanol prices and production volumes,


       partially offset by lower corn prices. This is more fully described on
       pages 52 and 53.



First Six Months Results
For the first six months of 2020, we reported a net loss attributable to Valero
stockholders of $598 million compared to net income attributable to Valero
stockholders of $753 million for the first six months of 2019, which represents
a decrease of $1.4 billion. The decrease was primarily due to lower operating
income of $1.7 billion, partially offset by a $488 million decrease in income
taxes.

While our operating income decreased by $1.7 billion in the first six months of
2020 compared to the first six months of 2019, adjusted operating income
decreased by $1.6 billion. Adjusted operating income excludes the adjustments
reflected in the table in note (d) on page 57.

The $1.6 billion decrease in adjusted operating income was primarily due to the following:

• Refining segment. Refining segment adjusted operating income decreased by

$1.6 billion primarily due to decreases in gasoline and distillate margins


       and lower throughput volumes, partially offset by higher margins on other
       products. This is more fully described on pages 62 and 63.


• Renewable diesel segment. Renewable diesel segment adjusted operating

income increased by $61 million primarily due to a favorable impact from

commodity derivative instruments associated with our price risk management

activities and higher renewable diesel sales volumes, partially offset by


       lower renewable diesel prices. This is more fully described on pages 63
       and 64.





                                       43

--------------------------------------------------------------------------------

Table of Contents

• Ethanol segment. Ethanol segment adjusted operating income decreased by

$100 million primarily due to lower ethanol prices and production volumes.

This is more fully described on pages 64 and 65.

Outlook


As previously discussed, many uncertainties remain with respect to COVID-19 and
the global oil markets, and it is difficult to predict the ultimate economic
impacts on us. However, we expect that the adverse impacts will likely continue
during the third quarter of 2020, but with the anticipated improvements as noted
below.

•      Gasoline, jet fuel, and diesel prices are expected to improve as a result

of an expected draw in excess product inventories toward historical levels

and a balancing of recovering demand and stabilizing refinery utilization.

• Sour crude oil discounts are expected to improve with the anticipated


       easing of OPEC production cuts.



•      Renewable diesel prices and resulting product margins are expected to
       improve due to anticipated higher diesel prices.


• Ethanol prices and resulting product margins are expected to improve due

to an expected increase in ethanol demand as domestic gasoline consumption


       improves toward historical levels.




                                       44

--------------------------------------------------------------------------------

Table of Contents

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 (d) beginning on page 57, highlight our results of operations, our operating performance, and market reference prices and margins that directly impact our operations.



Second Quarter Results -
Financial Highlights By Segment and Total Company
(millions of dollars)
                                                      Three Months Ended June 30, 2020
                                                                                Corporate
                                                   Renewable                       and
                                     Refining       Diesel        Ethanol      Eliminations      Total
Revenues:
Revenues from external customers    $  9,615     $       239     $    543     $         -      $ 10,397
Intersegment revenues                      2              57           38             (97 )           -
Total revenues                         9,617             296          581             (97 )      10,397
Cost of sales:
Cost of materials and other (a)        8,539             135          501             (96 )       9,079
LCM inventory valuation adjustment
(b)                                   (2,137 )             -         (111 )             -        (2,248 )
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                   928              20           79               -         1,027
Depreciation and amortization
expense                                  533              12           21               -           566
Total cost of sales                    7,863             167          490             (96 )       8,424
Other operating expenses                   3               -            -               -             3
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below)                                     -               -            -             169           169
Depreciation and amortization
expense                                    -               -            -              12            12
Operating income by segment         $  1,751     $       129     $     91     $      (182 )       1,789
Other income, net                                                                                    27
Interest and debt expense, net of
capitalized
interest                                                                                           (142 )
Income before income tax expense                                                                  1,674
Income tax expense                                                                                  339
Net income                                                                                        1,335
Less: Net income attributable to
noncontrolling
interests (a)                                                                                        82
Net income attributable to
Valero Energy Corporation
stockholders                                                                                   $  1,253


___________________

See note references on pages 56 through 60.


                                       45

--------------------------------------------------------------------------------

Table of Contents



Second Quarter Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)
                                                       Three Months Ended June 30, 2019
                                                                                  Corporate
                                                    Renewable                        and
                                     Refining        Diesel         Ethanol      Eliminations      Total
Revenues:
Revenues from external customers    $  27,746     $       222     $     964     $         1      $ 28,933
Intersegment revenues                       8              73            53            (134 )           -
Total revenues                         27,754             295         1,017            (133 )      28,933
Cost of sales:
Cost of materials and other            25,172             189           855            (133 )      26,083
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                  1,026              17           132               -         1,175
Depreciation and amortization
expense                                   518              12            22               -           552
Total cost of sales                    26,716             218         1,009            (133 )      27,810
Other operating expenses                    1               -             1               -             2
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below)                                      -               -             -             199           199
Depreciation and amortization
expense                                     -               -             -              14            14

Operating income by segment $ 1,037 $ 77 $ 7

$      (213 )         908
Other income, net (c)                                                                                  12
Interest and debt expense, net of
capitalized
interest                                                                                             (112 )
Income before income tax expense                                                                      808
Income tax expense                                                                                    160
Net income                                                                                            648
Less: Net income attributable to
noncontrolling
interests                                                                                              36
Net income attributable to
Valero Energy Corporation
stockholders                                                                                     $    612


___________________

See note references on pages 56 through 60.


                                       46

--------------------------------------------------------------------------------

Table of Contents



Second Quarter Results -
Average Market Reference Prices and Differentials
                                                        Three Months Ended June 30,
                                                     2020            2019          Change
Refining
Feedstocks (dollars per barrel)
Brent crude oil                                 $     33.22      $    68.33     $   (35.11 )
Brent less West Texas Intermediate (WTI) crude
oil                                                    5.42            8.53          (3.11 )
Brent less Alaska North Slope (ANS) crude oil          2.85            0.15 

2.70


Brent less Louisiana Light Sweet (LLS) crude
oil                                                    2.95            1.30 

1.65


Brent less Argus Sour Crude Index (ASCI) crude
oil                                                    4.14            3.44           0.70
Brent less Maya crude oil                              9.05            6.23           2.82
LLS crude oil                                         30.27           67.03         (36.76 )
LLS less ASCI crude oil                                1.19            2.14          (0.95 )
LLS less Maya crude oil                                6.10            4.93           1.17
WTI crude oil                                         27.80           59.80         (32.00 )

Natural gas (dollars per million British
Thermal Units
(MMBtu))                                               1.65            2.46 

(0.81 )



Product margins (dollars per barrel)
U.S. Gulf Coast:
Conventional Blendstock of Oxygenate Blending
(CBOB) gasoline less Brent                             0.51            6.72          (6.21 )
Ultra-low-sulfur (ULS) diesel less Brent               4.89           12.88          (7.99 )
Propylene less Brent                                 (12.71 )        (24.70 )        11.99
CBOB gasoline less LLS                                 3.46            8.02          (4.56 )
ULS diesel less LLS                                    7.84           14.18          (6.34 )
Propylene less LLS                                    (9.76 )        (23.40 )        13.64
U.S. Mid-Continent:
CBOB gasoline less WTI                                 6.19           18.76         (12.57 )
ULS diesel less WTI                                   11.38           22.51         (11.13 )
North Atlantic:
CBOB gasoline less Brent                               3.03           10.11          (7.08 )
ULS diesel less Brent                                  6.94           14.76          (7.82 )
U.S. West Coast:
California Reformulated Gasoline Blendstock of
Oxygenate Blending (CARBOB) 87 gasoline less
ANS                                                    9.43           23.24         (13.81 )
California Air Resources Board (CARB) diesel
less ANS                                              10.36           21.10         (10.74 )
CARBOB 87 gasoline less WTI                           12.00           31.62         (19.62 )
CARB diesel less WTI                                  12.93           29.48         (16.55 )




                                       47

--------------------------------------------------------------------------------

Table of Contents



Second Quarter Results -
Average Market Reference Prices and Differentials, (continued)
                                                         Three Months Ended June 30,
                                                     2020            2019           Change
Renewable diesel
New York Mercantile Exchange ULS diesel
(dollars per gallon)                             $      0.97     $      1.98     $    (1.01 )
Biodiesel RIN (dollars per RIN)                         0.54            0.38           0.16
California Low-Carbon Fuel Standard (dollars per
metric ton)                                           201.01          188.77          12.24
Chicago Board of Trade (CBOT) soybean oil
(dollars per pound)                                     0.27            

0.28 (0.01 )

Ethanol


CBOT corn (dollars per bushel)                          3.23            3.91          (0.68 )
New York Harbor ethanol (dollars per gallon)            1.17            

1.54 (0.37 )

Total Company, Corporate, and Other
The following table includes selected financial data for the total company,
corporate, and other for the second quarter of 2020 and the second quarter of
2019. The selected financial data is derived from the Financial Highlights by
Segment and Total Company tables on pages 45 and 46, unless otherwise noted.
                                                        Three Months Ended June 30,
                                                    2020            2019          Change
Revenues                                        $    10,397     $   28,933     $  (18,536 )
Cost of sales (see note (a) on page 56)               8,424         27,810        (19,386 )
LCM inventory valuation adjustment (see note
(b) on page 56)                                      (2,248 )            -         (2,248 )
Operating expenses (excluding depreciation and
amortization expense)                                 1,027          1,175           (148 )
General and administrative expenses (excluding
depreciation
and amortization expense)                               169            199            (30 )
Operating income                                      1,789            908            881
Adjusted operating income (loss) (see note (d)
on page 57)                                            (456 )          982         (1,438 )
Income tax expense                                      339            160  

179


Net income attributable to noncontrolling
interests                                                82             36             46



Revenues decreased by $18.5 billion in the second quarter of 2020 compared to
the second quarter of 2019 primarily due to decreases in refined petroleum
product prices associated with sales made by our refining segment. The decrease
in revenues was more than offset by a decrease in cost of sales of $19.4 billion
primarily due to decreases in crude oil and other feedstock costs and the
$2.2 billion reversal in the LCM inventory valuation adjustment, which resulted
in an $881 million increase in operating income, from $908 million in the second
quarter of 2019 to $1.8 billion in the second quarter of 2020.

Adjusted operating income decreased by $1.4 billion, from $982 million of operating income in the second quarter of 2019 to an operating loss of $456 million in the second quarter of 2020. The $1.4 billion decrease includes a $30 million decrease in general and administrative expenses (excluding depreciation and




                                       48

--------------------------------------------------------------------------------

Table of Contents

amortization expense) associated with our corporate activities, and this decrease is discussed below. The remaining components of the decrease in adjusted operating income are discussed by segment in the segment analysis that follows.



General and administrative expenses (excluding depreciation and amortization
expense) decreased by $30 million in the second quarter of 2020 compared to the
second quarter of 2019 primarily due to lower advertising expenses of
$16 million and a decrease in taxes other than income taxes of $14 million.

Income tax expense increased by $179 million in the second quarter of 2020
compared to the second quarter of 2019 primarily as a result of higher income
before income tax expense. The increase in income tax expense was partially
offset by an income tax benefit in the second quarter of 2020 of $7 million
associated with the carryback of an expected tax NOL from our current tax year
to our 2015 tax year, in which we paid federal income tax at a 35 percent tax
rate, as allowed by the CARES Act. See Note 10 in Condensed Notes to
Consolidated Financial Statements for additional details. Our effective tax rate
was 20 percent for the second quarter of 2020 and the second quarter of 2019.

Net income attributable to noncontrolling interests increased by $46 million in
the second quarter of 2020 compared to the second quarter of 2019 primarily due
to higher earnings associated with DGD.

Refining Segment Results
The following table includes selected financial and operating data of our
refining segment for the second quarter of 2020 and the second quarter of 2019.
The selected financial data is derived from the Financial Highlights by Segment
and Total Company tables on pages 45 and 46, respectively, unless otherwise
noted.
                                                         Three Months Ended June 30,
                                                     2020             2019          Change
Operating income                                $     1,751       $    1,037     $      714
Adjusted operating income (loss) (see note (d)
on page 58)                                            (383 )          

1,042 (1,425 )



Refining margin (see note (d) on page 59)       $     1,078       $    2,586     $   (1,508 )
Operating expenses (excluding depreciation and
amortization
expense reflected below)                                928            1,026            (98 )
Depreciation and amortization expense                   533              518             15

Throughput volumes (thousand barrels per day)
(see note (e)
on page 60)                                           2,321            2,968           (647 )



Refining segment operating income increased by $714 million in the second
quarter of 2020; however, refining segment adjusted operating income, which
excludes the adjustments in the table in note (d) on page 58, decreased by
$1.4 billion in the second quarter of 2020 compared to the second quarter of
2019. The components of the decrease, along with the reasons for the changes in
those components, are outlined below.

• Refining segment margin decreased by $1.5 billion in the second quarter of

2020 compared to the second quarter of 2019.

Refining segment margin is primarily affected by the prices of the refined petroleum products that we sell and the cost of crude oil and other feedstocks (primarily residual fuel oil and vacuum gas


                                       49

--------------------------------------------------------------------------------

Table of Contents



oil) that we process. The market prices for refined petroleum products generally
track the price of benchmark crude oils, such as Brent, WTI, and ANS; therefore,
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 the benchmark
crude oils. While we benefit when we process these types of crude oils and other
feedstocks, that benefit will vary as the discount increases or decreases.
Increases in these discounts have 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 47 reflects market reference prices and differentials
that we believe had a material impact on the change in our refining segment
margin in the second quarter of 2020 compared to the second quarter of 2019.

The decrease in refining segment margin was primarily due to the following:



•            A decrease in gasoline margins had an unfavorable impact of
             approximately $826 million.



•            A decrease in distillate (primarily diesel) margins had an
             unfavorable impact of approximately $723 million.



•            A decrease in throughput volumes of 647,000 barrels per day had an
             unfavorable impact of approximately $564 million. As noted in
             "OVERVIEW AND OUTLOOK-Overview-Business Operations Update" on
             pages 40 through 42, we reduced the amount of crude oil

processed at


             our refineries and limited the production of gasoline and jet fuel
             at certain of our refineries late in the first quarter of 2020 and
             into the beginning of the second quarter of 2020. However, demand
             for most of our products partially recovered during the latter part
             of the second quarter of 2020 and, as a result, we have increased
             the production of most of our products and restarted the
             gasoline-making units that had been temporarily idled at certain of
             our refineries.



•            Higher discounts on crude oils had a favorable impact of
             approximately $435 million.



•            Higher discounts on other feedstocks had a favorable impact of
             approximately $177 million.



•      Refining segment operating expenses (excluding depreciation and
       amortization expense) decreased by $98 million primarily due to lower
       natural gas and electricity costs of $50 million, lower chemical and
       catalyst costs of $22 million, and lower maintenance expenses of
       $17 million.


• Refining segment depreciation and amortization expense associated with our

cost of sales increased by $15 million primarily due to an increase in

depreciation expense associated with capital projects that were completed


       and finance leases that commenced in the latter half of 2019 and the first
       half of 2020.





                                       50

--------------------------------------------------------------------------------

Table of Contents



Renewable Diesel Segment Results
The following table includes selected financial and operating data of our
renewable diesel segment for the second quarter of 2020 and the second quarter
of 2019. The selected financial data is derived from the Financial Highlights by
Segment and Total Company tables on pages 45 and 46, respectively, unless
otherwise noted.
                                                        Three Months Ended June 30,
                                                    2020            2019          Change
Operating income                                $       129     $       77     $        52
Adjusted operating income (see note (d) on page
58)                                                     129            145             (16 )

Renewable diesel margin (see note (d) on page
60)                                             $       161     $      174     $       (13 )
Operating expenses (excluding depreciation and
amortization
expense reflected below)                                 20             17               3
Depreciation and amortization expense                    12             12               -

Sales volumes (thousand gallons per day) (see
note (e)
on page 60)                                             795            769              26



Renewable diesel segment operating income increased by $52 million in the second
quarter of 2020; however, renewable diesel segment adjusted operating income,
which excludes the adjustment in the table in note (d) on page 58, decreased by
$16 million in the second quarter of 2020 compared to the second quarter of
2019. The decrease was primarily due to lower renewable diesel segment margin.
Renewable diesel segment margin decreased by $13 million in the second quarter
of 2020 compared to the second quarter of 2019. Renewable diesel segment margin
is primarily affected by the price of the renewable diesel that we sell and the
cost of the feedstocks that we process. The table on page 48 reflects market
reference prices that we believe had a material impact on the change in our
renewable diesel segment margin in the second quarter of 2020 compared to the
second quarter of 2019.

The decrease in renewable diesel segment margin was primarily due to the following:

• Lower renewable diesel prices had an unfavorable impact of approximately

$24 million.


• An increase in the cost of the feedstocks we process had an unfavorable


       impact of approximately $14 million.


• Price risk management activities had a favorable impact of $20 million. We


       recognized a hedge gain of $19 million in the second quarter of 2020
       compared to a hedge loss of $1 million in the second quarter of 2019.





                                       51

--------------------------------------------------------------------------------

Table of Contents



Ethanol Segment Results
The following table includes selected financial and operating data of our
ethanol segment for the second quarter of 2020 and the second quarter of 2019.
The selected financial data is derived from the Financial Highlights by Segment
and Total Company tables on pages 45 and 46, respectively, unless otherwise
noted.
                                                          Three Months Ended June 30,
                                                     2020             2019            Change
Operating income                                $        91       $         7     $         84
Adjusted operating income (loss) (see note (d)
on page 59)                                             (20 )               8              (28 )

Ethanol margin (see note (d) on page 60)        $        80       $       162     $        (82 )
Operating expenses (excluding depreciation and
amortization
expense reflected below)                                 79               132              (53 )
Depreciation and amortization expense                    21                22               (1 )

Production volumes (thousand gallons per day)
(see note (e)
on page 60)                                           2,316             4,533           (2,217 )



Ethanol segment operating income increased by $84 million in the second quarter
of 2020; however, ethanol segment adjusted operating income, which excludes the
adjustments in the table in note (d) on page 59, decreased by $28 million in the
second quarter of 2020 compared to the second quarter of 2019. The components of
the decrease, along with the reasons for the changes in those components, are
outlined below.

• Ethanol segment margin decreased by $82 million in the second quarter of

2020 compared to the second quarter of 2019.




Ethanol segment margin is primarily affected by prices of the ethanol and corn
related co-products that we sell and the cost of corn that we process. The table
on page 48 reflects market reference prices that we believe had a material
impact on the change in our ethanol segment margin in the second quarter of 2020
compared to the second quarter of 2019.

The decrease in ethanol segment margin was primarily due to the following:



• Lower ethanol prices had an unfavorable impact of approximately $98 million.



•            A decrease in production volumes of 2.2 million gallons per day had
             an unfavorable impact of approximately $80 million. As noted in
             "OVERVIEW AND OUTLOOK-Overview-Business Operations Update" on
             pages 40 through 42, as a result of the economic disruption from
             COVID-19, eight of our ethanol plants were temporarily idled and
             production was reduced at our remaining six ethanol plants late in
             the first quarter of 2020 and into the beginning of the second
             quarter of 2020. However, demand for ethanol began to recover during
             the latter part of the second quarter of 2020 and, as a result, we
             have increased production and restarted four of the plants that had
             been temporarily idled.


• Lower corn prices had a favorable impact of approximately $87 million.







                                       52

--------------------------------------------------------------------------------

Table of Contents

• Ethanol segment operating expenses (excluding depreciation and

amortization expense) decreased by $53 million primarily due to lower


       energy costs of $23 million, lower chemical and catalyst costs of
       $17 million, and lower maintenance expenses of $8 million.



First Six Months Results -
Financial Highlights By Segment and Total Company
(millions of dollars)
                                                       Six Months Ended June 30, 2020
                                                                               Corporate
                                                   Renewable                      and
                                     Refining       Diesel        Ethanol     Eliminations      Total
Revenues:
Revenues from external customers    $ 30,600     $       545     $ 1,354     $         -      $ 32,499
Intersegment revenues                      4             110         102            (216 )           -
Total revenues                        30,604             655       1,456            (216 )      32,499
Cost of sales:
Cost of materials and other (a)       27,666             265       1,314            (214 )      29,031
LCM inventory valuation adjustment
(b)                                      277               -          17               -           294
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                 1,923              40         188               -         2,151
Depreciation and amortization
expense                                1,069              23          43               -         1,135
Total cost of sales                   30,935             328       1,562            (214 )      32,611
Other operating expenses                   5               -           -               -             5
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below)                                     -               -           -             346           346
Depreciation and amortization
expense                                    -               -           -              25            25

Operating income (loss) by segment $ (336 ) $ 327 $ (106 )

  $      (373 )        (488 )
Other income, net                                                                                   59
Interest and debt expense, net of
capitalized
interest                                                                                          (267 )
Loss before income tax benefit                                                                    (696 )
Income tax benefit                                                                                (277 )
Net loss                                                                                          (419 )
Less: Net income attributable to
noncontrolling
interests (a)                                                                                      179
Net loss attributable to
Valero Energy Corporation
stockholders                                                                                  $   (598 )


___________________

See note references on pages 56 through 60.


                                       53

--------------------------------------------------------------------------------

Table of Contents



First Six Months Results -
Financial Highlights By Segment and Total Company (continued)
(millions of dollars)
                                                        Six Months Ended June 30, 2019
                                                                                 Corporate
                                                    Renewable                       and
                                     Refining        Diesel        Ethanol      Eliminations      Total
Revenues:
Revenues from external customers    $  50,964     $       474     $  1,757     $         1      $ 53,196
Intersegment revenues                      10             124          105            (239 )           -
Total revenues                         50,974             598        1,862            (238 )      53,196
Cost of sales:
Cost of materials and other            46,337             413        1,549            (238 )      48,061
Operating expenses (excluding
depreciation and
amortization expense reflected
below)                                  2,097              36          257               -         2,390
Depreciation and amortization
expense                                 1,021              23           45               -         1,089
Total cost of sales                    49,455             472        1,851            (238 )      51,540
Other operating expenses                    3               -            1               -             4
General and administrative expenses
(excluding
depreciation and amortization
expense reflected
below)                                      -               -            -             408           408
Depreciation and amortization
expense                                     -               -            -              28            28

Operating income by segment $ 1,516 $ 126 $ 10

    $      (436 )       1,216
Other income, net (c)                                                                                 34
Interest and debt expense, net of
capitalized
interest                                                                                            (224 )
Income before income tax expense                                                                   1,026
Income tax expense                                                                                   211
Net income                                                                                           815
Less: Net income attributable to
noncontrolling
interests                                                                                             62
Net income attributable to
Valero Energy Corporation
stockholders                                                                                    $    753


___________________

See note references on pages 56 through 60.






                                       54

--------------------------------------------------------------------------------

Table of Contents



First Six Months Results -
Average Market Reference Prices and Differentials
                                          Six Months Ended June 30,
                                        2020        2019        Change

Refining


Feedstocks (dollars per barrel)
Brent crude oil                      $  42.06     $ 66.08     $ (24.02 )
Brent less WTI crude oil                 5.17        8.73        (3.56 )
Brent less ANS crude oil                 1.18       (0.27 )       1.45
Brent less LLS crude oil                 2.85        1.38         1.47
Brent less ASCI crude oil                4.58        3.17         1.41
Brent less Maya crude oil                9.40        5.64         3.76
LLS crude oil                           39.21       64.70       (25.49 )
LLS less ASCI crude oil                  1.73        1.79        (0.06 )
LLS less Maya crude oil                  6.55        4.26         2.29
WTI crude oil                           36.89       57.35       (20.46 )

Natural gas (dollars per MMBtu) 1.74 2.66 (0.92 )



Product margins (dollars per barrel)
U.S. Gulf Coast:
CBOB gasoline less Brent                 1.44        3.44        (2.00 )
ULS diesel less Brent                    8.08       13.94        (5.86 )
Propylene less Brent                   (16.88 )    (22.67 )       5.79
CBOB gasoline less LLS                   4.29        4.82        (0.53 )
ULS diesel less LLS                     10.93       15.32        (4.39 )
Propylene less LLS                     (14.03 )    (21.29 )       7.26
U.S. Mid-Continent:
CBOB gasoline less WTI                   6.94       14.23        (7.29 )
ULS diesel less WTI                     14.35       23.70        (9.35 )
North Atlantic:
CBOB gasoline less Brent                 3.66        5.68        (2.02 )
ULS diesel less Brent                   10.62       16.10        (5.48 )
U.S. West Coast:
CARBOB 87 gasoline less ANS              8.63       15.49        (6.86 )
CARB diesel less ANS                    13.79       18.65        (4.86 )
CARBOB 87 gasoline less WTI             12.62       24.49       (11.87 )
CARB diesel less WTI                    17.78       27.65        (9.87 )





                                       55

--------------------------------------------------------------------------------

Table of Contents



First Six Months Results -
Average Market Reference Prices and Differentials, (continued)
                                                             Six Months Ended June 30,
                                                        2020              2019           Change
Renewable diesel
New York Mercantile Exchange ULS diesel
(dollars per gallon)                             $      1.26          $      1.96     $    (0.70 )
Biodiesel RIN (dollars per RIN)                         0.50                 0.44           0.06
California Low-Carbon Fuel Standard (dollars per
metric ton)                                           203.52               191.49          12.03
CBOT soybean oil (dollars per pound)                    0.29                 0.29              -

Ethanol


CBOT corn (dollars per bushel)                          3.49                 3.82          (0.33 )
NYH ethanol (dollars per gallon)                        1.25                

1.49 (0.24 )

The following notes relate to references on pages 45 through 54 and 61 through 65.

(a) Cost of materials and other for the three and six months ended June 30, 2020

includes a benefit of $76 million and $155 million, respectively, related to

the blender's tax credit attributable to volumes blended during those

periods. The legislation authorizing the credit through December 31, 2022 was

passed and signed into law in December 2019, and that legislation also

applied retroactively to volumes blended during 2019 (2019 blender's tax

credit). The entire 2019 blender's tax credit was recognized by us in

December 2019 because the law was enacted in that month, but the benefit


    attributable to volumes blended during the three and six months ended
    June 30, 2019 was $72 million and $149 million, respectively.



The above mentioned pre-tax benefits are attributable to our reportable segments
and stockholders as follows:

                                        Periods to which Blender's Tax Credit is Attributable
                                          Three Months Ended                Six Months Ended
                                               June 30,                         June 30,
                                         2020             2019            2020            2019
Reportable segments to which
blender's
tax credit is attributable
Refining                            $           4     $         4     $         4     $        9
Renewable diesel                               72              68             151            140
Total                               $          76     $        72     $       155     $      149

Interests to which blender's tax
credit is
attributable
Valero Energy Corporation
stockholders                        $          40     $        38     $        79     $       79
Noncontrolling interest                        36              34              76             70
Total                               $          76     $        72     $       155     $      149

(b) The market value of our inventories accounted for under the last-in,

first-out (LIFO) method fell below their historical cost on an aggregate

basis as of March 31, 2020. As a result, we recorded an LCM inventory

valuation adjustment of $2.5 billion in March 2020. The market value of our

LIFO inventories improved as of June 30, 2020 due to an increase in market

prices, which resulted in a reversal of $2.2 billion of the $2.5 billion LCM


    adjustment




                                       56

--------------------------------------------------------------------------------

Table of Contents



recorded in the three months ended March 31, 2020. Consequently, our results of
operations for the six months ended June 30, 2020 reflect a net LCM inventory
valuation adjustment of $294 million.

Of the $2.2 billion benefit recognized in the three months ended June 30, 2020,
$2.1 billion and $111 million is attributable to our refining and ethanol
segments, respectively. Of the $294 million adjustment recognized in the six
months ended June 30, 2020, $277 million and $17 million is attributable to our
refining and ethanol segments, respectively.

(c) "Other income, net" for the three and six months ended June 30, 2019 includes


    a $22 million charge from the early redemption of $850 million of our
    6.125 percent Senior Notes due February 1, 2020.


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

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

Non-GAAP measures are as follows:

• Adjusted operating income (loss) is defined as total company operating

income (loss) adjusted to reflect the 2019 blender's tax credit in the

proper period, and excluding the LCM inventory valuation adjustment and


          other operating expenses, as reflected in the table below. We believe
          adjusted operating income (loss) is an important measure of our
          operating and financial performance because it excludes items that are
          not indicative of our core operating performance.


                                               Three Months Ended              Six Months Ended
                                                    June 30,                       June 30,
                                               2020            2019           2020           2019
Reconciliation of total company operating
income
to adjusted operating income (loss)
Total company operating income (loss)     $     1,789       $     908     $     (488 )    $   1,216
Adjustments:
2019 blender's tax credit (see note (a))            -              72              -            149
LCM inventory valuation adjustment (see
note (b))                                      (2,248 )             -            294              -
Other operating expenses                            3               2              5              4

Adjusted operating income (loss) $ (456 ) $ 982 $


    (189 )    $   1,369




                                       57

--------------------------------------------------------------------------------

Table of Contents

• Adjusted refining operating income (loss) is defined as refining

segment operating income (loss) adjusted to reflect the 2019 blender's


          tax credit in the proper period, and excluding the LCM inventory
          valuation adjustment and other operating expenses, as reflected in the
          table below. We believe adjusted refining operating income (loss) is an

important measure of our refining segment's operating and financial


          performance because it excludes items that are not indicative of that
          segment's core operating performance.


                                              Three Months Ended             Six Months Ended
                                                   June 30,                      June 30,
                                              2020           2019           2020           2019
Reconciliation of refining operating
income (loss)
to adjusted refining operating income
(loss)
Refining operating income (loss)          $    1,751      $   1,037     $     (336 )    $   1,516
Adjustments:
2019 blender's tax credit (see note (a))           -              4              -              9
LCM inventory valuation adjustment (see
note (b))                                     (2,137 )            -            277              -
Other operating expenses                           3              1              5              3

Adjusted refining operating income (loss) $ (383 ) $ 1,042 $


   (54 )    $   1,528



•         Adjusted renewable diesel operating income is defined as renewable

diesel segment operating income adjusted to reflect the 2019 blender's

tax credit in the proper period, as reflected in the table below. We

believe adjusted renewable diesel operating income is an important


          measure of our renewable diesel segment's operating and financial
          performance because it excludes items that are not indicative of that
          segment's core operating performance.


                                              Three Months Ended            Six Months Ended
                                                   June 30,                     June 30,
                                              2020          2019           2020          2019
Reconciliation of renewable diesel
operating income
to adjusted renewable diesel operating
income
Renewable diesel operating income         $      129     $      77     $      327     $     126
Adjustment:
2019 blender's tax credit (see note (a))           -            68              -           140
Adjusted renewable diesel operating
income                                    $      129     $     145     $      327     $     266





                                       58

--------------------------------------------------------------------------------

Table of Contents

• Adjusted ethanol operating income (loss) is defined as ethanol segment

operating income (loss) adjusted to exclude the LCM inventory valuation

adjustment and other operating expenses, as reflected in the table

below.We believe adjusted ethanol operating income (loss) is an

important measure of our ethanol segment's operating and financial


          performance because it excludes items that are not indicative of that
          segment's core operating performance.


                                                 Three Months Ended                Six Months Ended
                                                      June 30,                         June 30,
                                               2020               2019           2020             2019
Reconciliation of ethanol operating
income (loss)
to adjusted ethanol operating income
(loss)
Ethanol operating income (loss)           $        91         $        7     $     (106 )     $       10
Adjustments:
LCM inventory valuation adjustment (see
note (b))                                        (111 )                -             17                -
Other operating expenses                            -                  1              -                1

Adjusted ethanol operating income (loss) $ (20 ) $ 8

 $      (89 )     $       11

• Refining margin is defined as refining operating income (loss) adjusted

to reflect the 2019 blender's tax credit in the proper period, and

excluding the LCM inventory valuation adjustment, operating expenses

(excluding depreciation and amortization expense), depreciation and

amortization expense, and other operating expenses, as reflected in the

table below. We believe refining margin is an important measure of our

refining segment's operating and financial performance as it is the

most comparable measure to the industry's market reference product

margins, which are used by industry analysts, investors, and others to

evaluate our performance.




                                              Three Months Ended             Six Months Ended
                                                   June 30,                      June 30,
                                              2020           2019           2020          2019
Reconciliation of refining operating
income (loss)
to refining margin
Refining operating income (loss)          $    1,751      $   1,037     $     (336 )   $   1,516
Adjustments:
2019 blender's tax credit (see note (a))           -              4              -             9
LCM inventory valuation adjustment (see
note (b))                                     (2,137 )            -            277             -
Operating expenses (excluding
depreciation and
amortization expense)                            928          1,026          1,923         2,097
Depreciation and amortization expense            533            518          1,069         1,021
Other operating expenses                           3              1              5             3
Refining margin                           $    1,078      $   2,586     $    2,938     $   4,646





                                       59

--------------------------------------------------------------------------------

Table of Contents

• Renewable diesel margin is defined as renewable diesel operating income

adjusted to reflect the 2019 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. We believe renewable diesel margin is an
          important measure of our renewable diesel segment's operating and
          financial performance as it is the most comparable measure to the

industry's market reference product margins, which are used by industry

analysts, investors, and others to evaluate our performance.




                                              Three Months Ended            Six Months Ended
                                                   June 30,                     June 30,
                                              2020          2019           2020          2019
Reconciliation of renewable diesel
operating income
to renewable diesel margin
Renewable diesel operating income         $      129     $      77     $      327     $     126
Adjustments:
2019 blender's tax credit (see note (a))           -            68              -           140
Operating expenses (excluding
depreciation and
amortization expense)                             20            17             40            36
Depreciation and amortization expense             12            12             23            23
Renewable diesel margin                   $      161     $     174     $      390     $     325

• Ethanol margin is defined as ethanol operating income (loss) excluding

the LCM inventory valuation adjustment, operating expenses (excluding

depreciation and amortization expense), depreciation and amortization


          expense, and other operating expenses, as reflected in the table below.
          We believe ethanol margin is an important measure of our ethanol
          segment's operating and financial performance as it is the most
          comparable measure to the industry's market reference product margins,
          which are used by industry analysts, investors, and others to evaluate
          our performance.


                                               Three Months Ended               Six Months Ended
                                                    June 30,                        June 30,
                                              2020             2019           2020            2019
Reconciliation of ethanol operating
income (loss)
to ethanol margin
Ethanol operating income (loss)           $       91       $        7     $     (106 )     $      10
Adjustments:
LCM inventory valuation adjustment (see
note (b))                                       (111 )              -             17               -
Operating expenses (excluding
depreciation and
amortization expense)                             79              132            188             257
Depreciation and amortization expense             21               22             43              45
Other operating expenses                           -                1              -               1
Ethanol margin                            $       80       $      162     $      142       $     313

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


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





                                       60

--------------------------------------------------------------------------------

Table of Contents

Total Company, Corporate, and Other
The following table includes selected financial data for the total company,
corporate, and other for the first six months of 2020 and the first six months
of 2019. The selected financial data is derived from the Financial Highlights by
Segment and Total Company tables on pages 53 and 54, unless otherwise noted.
                                                        Six Months Ended June 30,
                                                    2020           2019          Change
Revenues                                        $   32,499     $   53,196     $  (20,697 )
Cost of materials and other (see note (a) on
page 56)                                            29,031         48,061        (19,030 )
LCM inventory valuation adjustment (see note
(b) on page 56)                                        294              -   

294


Operating expenses (excluding depreciation and
amortization expense)                                2,151          2,390           (239 )
General and administrative expenses (excluding
depreciation
and amortization expense)                              346            408            (62 )
Operating income (loss)                               (488 )        1,216         (1,704 )
Adjusted operating income (loss) (see note (d)
on page 57)                                           (189 )        1,369         (1,558 )
Income tax expense (benefit)                          (277 )          211           (488 )
Net income attributable to noncontrolling
interests                                              179             62            117



Revenues decreased by $20.7 billion in the first six months of 2020 compared to
the first six months of 2019 primarily due to decreases in refined petroleum
product prices associated with sales made by our refining segment. The decrease
in revenues, along with the $294 million LCM inventory valuation adjustment in
the first six months of 2020, was partially offset by a decrease in cost of
materials and other of $19.0 billion primarily due to decreases in crude oil and
other feedstock costs, lower operating expenses (excluding depreciation and
amortization expense) of $239 million, and a decrease in general and
administrative expenses (excluding depreciation and amortization expense) of
$62 million, which resulted in a $1.7 billion decrease in operating income, from
$1.2 billion of operating income in the first six months of 2019 to an operating
loss of $488 million in the first six months of 2020.
Adjusted operating income decreased by $1.6 billion, from $1.4 billion of
operating income in the first six months of 2019 to an operating loss of
$189 million in the first six months of 2020. The $1.6 billion decrease includes
the $62 million decrease in general and administrative expenses (excluding
depreciation and amortization expense) associated with our corporate activities,
and this decrease is discussed below. The remaining components of the decrease
in adjusted operating income are discussed by segment in the segment analysis
that follows.

General and administrative expenses (excluding depreciation and amortization
expense) decreased by $62 million in the first six months of 2020 compared to
the first six months of 2019 primarily due to lower advertising expenses of
$22 million, a decrease in taxes other than income taxes of $16 million, and the
effect of expenses incurred in first six months of 2019 associated with the
Merger Transaction with VLP of $7 million and environmental reserve adjustments
related to certain non-operating sites of $6 million.

Income tax expense decreased $488 million in the first six months of 2020
compared to the first six months of 2019 primarily as a result of lower income
before income tax expense. In addition, the decrease in income tax expense was
impacted by an income tax benefit in the first six months of 2020 of
$117 million associated with the carryback of an expected tax NOL. Excluding the
$117 million benefit attributable to the expected tax carryback NOL, our
effective tax rate was 23 percent for the first six months of 2020, which is
consistent with the 21 percent effective tax rate for the first six months of
2019.


                                       61

--------------------------------------------------------------------------------

Table of Contents



Net income attributable to noncontrolling interests increased by $117 million in
the first six months of 2020 compared to the first six months of 2019 primarily
due to higher earnings associated with DGD.

Refining Segment Results
The following table includes selected financial and operating data of our
refining segment for the first six months of 2020 and the first six months of
2019. The selected financial data is derived from the Financial Highlights by
Segment and Total Company tables on pages 53 and 54, respectively, unless
otherwise noted.
                                                         Six Months Ended June 30,
                                                    2020            2019          Change
Operating income (loss)                         $      (336 )   $    1,516     $   (1,852 )
Adjusted operating income (loss) (see note (d)
on page 58)                                             (54 )        1,528  

(1,582 )

Refining margin (see note (d) on page 59) $ 2,938 $ 4,646

    $   (1,708 )
Operating expenses (excluding depreciation and
amortization
expense reflected below)                              1,923          2,097           (174 )
Depreciation and amortization expense                 1,069          1,021             48

Throughput volumes (thousand barrels per day)
(see note (e)
on page 60)                                           2,573          2,917           (344 )



Refining segment operating income decreased by $1.9 billion in the first six
months of 2020; however, refining segment adjusted operating income, which
excludes the adjustments in the table in note (d) on page 58, decreased by
$1.6 billion in the first six months of 2020 compared to the first six months of
2019. The components of this decrease, along with the reasons for the changes in
those components, are outlined below.

• Refining segment margin decreased by $1.7 billion in the first six months

of 2020 compared to the first six months of 2019.





Refining segment margin is primarily affected by the prices of the refined
petroleum products that we sell and the cost of crude oil and other feedstocks
that we process. The table on page 55 reflects market reference prices and
differentials that we believe had a material impact on the change in our
refining segment margin in the first six months of 2020 compared to the first
six months of 2019.

The decrease in refining segment margin was primarily due to the following:



•            A decrease in distillate (primarily diesel) margins had an
             unfavorable impact of approximately $930 million.



•            A decrease in gasoline margins had an unfavorable impact of
             approximately $611 million.



•            A decrease in throughput volumes of 344,000 barrels per day had an
             unfavorable impact of $550 million. As noted in "OVERVIEW AND
             OUTLOOK-Overview-Business Operations Update" on pages 40

through 42,


             we reduced the amount of crude oil processed at our refineries and
             limited the production of gasoline and jet fuel at certain of our
             refineries late in the first quarter of 2020 and into the beginning
             of the second quarter of 2020. However, demand for most of our
             products partially recovered during the latter part of the second




                                       62

--------------------------------------------------------------------------------

Table of Contents



quarter of 2020 and, as a result, we have increased the production of most of
our products and restarted the gasoline-making units that had been temporarily
idled at certain of our refineries.

•            Higher margins on other products had a favorable impact of
             approximately $464 million.



•      Refining segment operating expenses (excluding depreciation and

amortization expense) decreased by $174 million primarily due to lower

natural gas and electricity costs of $114 million, lower chemical and


       catalyst costs of $38 million, and lower maintenance expenses of
       $19 million.


• Refining segment depreciation and amortization expense associated with our

cost of sales increased by $48 million primarily due to an increase in

depreciation expense associated with capital projects that were completed


       and finance leases that commenced in the latter half of 2019 and the first
       half of 2020.



Renewable Diesel Segment Results
The following table includes selected financial and operating data of our
renewable diesel segment for the first six months of 2020 and the first six
months of 2019. The selected financial data is derived from the Financial
Highlights by Segment and Total Company tables on pages 53 and 54, respectively,
unless otherwise noted.
                                                         Six Months Ended June 30,
                                                    2020            2019          Change
Operating income                                $       327     $      126     $       201
Adjusted operating income (see note (d) on page
58)                                                     327            266              61

Renewable diesel margin (see note (d) on page
60)                                             $       390     $      325     $        65
Operating expenses (excluding depreciation and
amortization
expense reflected below)                                 40             36               4
Depreciation and amortization expense                    23             23               -

Sales volumes (thousand gallons per day) (see
note (e)
on page 60)                                             831            780              51



Renewable diesel segment operating income increased by $201 million in the first
six months of 2020; however, renewable diesel segment adjusted operating income,
which excludes the adjustment in the table in note (d) on page 58, increased by
$61 million in the first six months of 2020 compared to the first six months of
2019. The increase was primarily due to higher renewable diesel segment margin.
Renewable diesel segment margin increased by $65 million in the first six months
of 2020 compared to the first six months of 2019. Renewable diesel segment
margin is primarily affected by the price of the renewable diesel that we sell
and the cost of the feedstocks that we process. The table on page 56 reflects
market reference prices that we believe had a material impact on the change in
our renewable diesel segment margin in the second quarter of 2020 compared to
the second quarter of 2019.



                                       63

--------------------------------------------------------------------------------

Table of Contents

The increase in renewable diesel segment margin was primarily due to the following:

• Price risk management activities had a favorable impact of $72 million. We


       recognized a hedge gain of $45 million in the first six months of 2020
       compared to a hedge loss of $27 million in the first six months of 2019.


• An increase in sales volumes of 51,000 gallons per day had a favorable


       impact of $13 million.


• Lower renewable diesel prices had an unfavorable impact of approximately

$23 million.



Ethanol Segment Results
The following table includes selected financial and operating data of our
ethanol segment for the first six months of 2020 and the first six months of
2019. The selected financial data is derived from the Financial Highlights by
Segment and Total Company tables on pages 53 and 54, respectively, unless
otherwise noted.
                                                           Six Months Ended June 30,
                                                     2020             2019           Change
Operating income (loss)                         $      (106 )     $        10     $      (116 )
Adjusted operating income (loss) (see note (d)
on page 59)                                             (89 )              11            (100 )

Ethanol margin (see note (d) on page 60)        $       142       $       313     $      (171 )
Operating expenses (excluding depreciation and
amortization
expense reflected below)                                188               257             (69 )
Depreciation and amortization expense                    43                45              (2 )

Production volumes (thousand gallons per day)
(see note (e)
on page 60)                                           3,210             4,376          (1,166 )



Ethanol segment operating income decreased by $116 million in the first six
months of 2020; however, ethanol segment adjusted operating income, which
excludes the adjustment in the table in note (d) on page 59, decreased by
$100 million in the first six months of 2020 compared to the first six months of
2019. The components of this decrease, along with the reasons for the changes in
those components, are outlined below.

• Ethanol segment margin decreased by $171 million in the first six months

of 2020 compared to the first six months of 2019.





Ethanol segment margin is primarily affected by prices of the ethanol and corn
related co-products that we sell and the cost of corn that we process. The table
on page 56 reflects market reference prices that we believe had a material
impact on the change in our ethanol segment margin in the first six months of
2020 compared to the first six months of 2019.

The decrease in ethanol segment margin was primarily due to the following:



• Lower ethanol prices had an unfavorable impact of approximately $141 million.


•            A decrease in production volumes of 1.2 million gallons per day had
             an unfavorable impact of approximately $53 million. As noted in
             "OVERVIEW AND OUTLOOK-Overview-Business Operations Update" on
             pages 40 through 42, as a result of the economic disruption




                                       64

--------------------------------------------------------------------------------

Table of Contents



from COVID-19, eight of our ethanol plants were temporarily idled and production
was reduced at our remaining six ethanol plants late in the first quarter of
2020 and into the beginning of the second quarter of 2020. However, demand for
ethanol began to recover during the latter part of the second quarter of 2020
and, as a result, we have increased production and restarted four of the plants
that had been temporarily idled.
•      Ethanol segment operating expenses (excluding depreciation and
       amortization expense) decreased by $69 million primarily due to lower
       energy costs of $37 million, lower chemicals and catalyst costs of
       $16 million, and lower maintenance expenses of $8 million.


LIQUIDITY AND CAPITAL RESOURCES

Overview


During the six months ended June 30, 2020, our liquidity was negatively impacted
by the significant economic effects resulting from the COVID-19 pandemic as
described in "OVERVIEW AND OUTLOOK-Overview-Business Operations Update." Even
though we generated $687 million of cash from operating activities during the
first six months of 2020, the amount of cash generated was negatively impacted
by lower earnings and a use of cash to fund working capital, which resulted from
the rapid decline in the market prices of refined petroleum products and crude
oil that occurred during March and April 2020. The amount of cash generated
during that time by our product sales declined more rapidly than the amount of
cash used to pay for our crude oil purchases. While this relationship is not
abnormal or unusual in our business where daily product sales follow market
prices on that day, the negative impact on our cash position is more significant
when the market prices decline rapidly. Market prices began recovering in May
and June 2020, but they have not recovered to the level prior to the COVID-19
pandemic and the recovery has been gradual.

We have taken a number of actions to address the current economic environment
and its impact on our liquidity, most notably the issuance of $1.5 billion in
public debt in April 2020, which is described in Note 6 of Condensed Notes to
Consolidated Financial Statements. We have taken other actions to address our
liquidity and those actions are described in "OVERVIEW AND
OUTLOOK-Overview-Business Operations Update" on pages 40 through 42 and in the
discussion of matters impacting our liquidity and capital resources below.

Our Liquidity Our liquidity consisted of the following as of June 30, 2020 (in millions): Available borrowing capacity from committed facilities: Valero Revolver

$ 3,967
364-day Revolving Credit Facility                             875
Canadian Revolver(a)                                          105
Accounts receivable sales facility                            726
Letter of credit facility                                      50
Total available borrowing capacity                          5,723
Cash and cash equivalents(b)                                1,972
Total liquidity                                           $ 7,695


_____________________

(a) The amount for our Canadian Revolver is shown in U.S. dollars. As set

forth in the summary of our credit facilities in Note 6 of Condensed


         Notes to Consolidated Financial Statements, the availability under our
         Canadian Revolver as of June 30, 2020 in Canadian dollars was
         C$143 million.


(b)      Excludes $347 million of cash and cash equivalents related to our VIEs
         that is available for use only by our VIEs.




                                       65

--------------------------------------------------------------------------------

Table of Contents

Information about our outstanding borrowings, letters of credit issued, and availability under our credit facilities is reflected in Note 6 of Condensed Notes to Consolidated Financial Statements.



In July 2020, we extended the maturity date of our accounts receivable sales
facility to July 2021 and decreased the facility amount from $1.3 billion to
$1.0 billion. As of July 29, 2020, the amount available to us under this credit
facility was $666 million.

We believe that cash provided by operations, along with cash from our public
debt offering in April 2020 and available borrowings under our credit
facilities, is sufficient to fund our ongoing operating requirements and other
commitments. We expect that, to the extent necessary, we can raise additional
cash 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.

Cash Flows
Components of our cash flows are set forth below (in millions):
                                                   Six Months Ended
                                                       June 30,
                                                   2020        2019
Cash flows provided by (used in):
Operating activities                            $    687     $ 2,394
Investing activities                              (1,339 )    (1,555 )
Financing activities:
Borrowings                                         1,962       1,962
Other financing activities                        (1,527 )    (3,787 )
Financing activities                                 435      (1,825 )

Effect of foreign exchange rate changes on cash (47 ) 37 Net decrease in cash and cash equivalents $ (264 ) $ (949 )





Cash Flows for the Six Months Ended June 30, 2020
In the first six months of 2020, we used $264 million of our cash on hand,
$687 million of cash generated by our operations, and $2.0 billion in borrowings
to make $1.3 billion of investments in our business and fund $1.5 billion of
other financing activities. The borrowings are described in Note 6 of Condensed
Notes to Consolidated Financial Statements.

As previously noted, our operations generated $687 million of cash in the first
six months of 2020, which was negatively impacted by an unfavorable change in
working capital of $478 million. The change in working capital was affected
primarily by a $1.3 billion use of cash(a) resulting from the rapid decline in
market prices of refined petroleum products and crude oil as a result of the
negative economic effects of COVID-19 that impacted our receivables and accounts
payable, partially offset by a $1.1 billion source of cash driven by a reduction
in inventory volumes on hand, which we intend to restore by year end. Details
regarding the components of the change in working capital, along with the
reasons for the changes in those components, are described in Note 13 of
Condensed Notes to Consolidated Financial Statements. In addition, see "RESULTS
OF OPERATIONS" for an analysis of our net loss.



                                       66

--------------------------------------------------------------------------------

Table of Contents



Investments in our business of $1.3 billion consisted of $1.2 billion in capital
investments, as defined below, of which $187 million related to self-funded
capital investments by DGD, and $143 million of capital expenditures of VIEs
other than DGD.

Other financing activities of $1.5 billion consisted primarily of $801 million
in dividends, $432 million of payments of debt and finance lease obligations,
$147 million for the purchase of common stock for treasury, and $127 million to
pay distributions to noncontrolling interests.

____________________

(a) Represents the net cash flow change in "receivables, net" of $4.1 billion

(which excludes the impact from the collection of $449 million for a

blender's tax credit receivable) and accounts payable of $5.4 billion during

the the six months ended June 30, 2020.





Cash Flows for the Six Months Ended June 30, 2019
In the first six months of 2019, we used $949 million of cash on hand,
$2.4 billion of cash generated by our operations, and $2.0 billion in borrowings
to make $1.6 billion of investments in our business and fund $3.8 billion of
other financing activities. The borrowings are described in Note 6 of Condensed
Notes to Consolidated Financial Statements.

As previously noted, our operations generated $2.4 billion of cash in the first
six months of 2019, which was favorably impacted by a positive change in working
capital of $413 million. Details regarding the components of the change in
working capital, along with the reasons for the changes in those components, are
described in Note 13 of Condensed Notes to Consolidated Financial Statements. In
addition, see "RESULTS OF OPERATIONS" for an analysis of our net income.

Investments in our business of $1.6 billion consisted of $1.5 billion in capital
investments, as defined below, of which $52 million is related to self-funded
capital investments by DGD, and $69 million of capital expenditures of VIEs
other than DGD.

Other financing activities of $3.8 billion consisted primarily of $1.8 billion
of payments of debt and finance lease obligations, $950 million to acquire all
of the outstanding publicly held common units of VLP, $751 million in dividends,
and $248 million for the purchase of common stock for treasury.

Capital Investments
Due to the current negative economic environment, we have deferred approximately
$400 million of capital investments for 2020 related to our refining and ethanol
segments. As a result, we now expect to incur approximately $2.1 billion for
capital investments during 2020, but this deferral does not impact our intent to
satisfy all required safety, environmental, and regulatory capital commitments.
We will continue to evaluate our capital investments as changes to the current
economic environment occur.

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.







                                       67

--------------------------------------------------------------------------------

Table of Contents



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.

Other Matters Impacting Liquidity and Capital Resources
Stock Purchase Program
As of June 30, 2020, we had $1.4 billion available for purchase under our stock
purchase program, which has no expiration date. We have not purchased any shares
of our common stock under our stock purchase program since mid-March 2020, and
we will evaluate the timing of repurchases when appropriate. We have no
obligation to make purchases under this program.

Pension Plan Funding
We previously disclosed in our annual report on Form 10-K for the year ended
December 31, 2019 that we planned to contribute approximately $140 million to
our pension plans and $21 million to our other postretirement benefit plans
during 2020. Due to the current economic environment, we are reconsidering our
intent to make a discretionary contribution of up to $100 million to our
qualified U.S. pension plan.

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.

Tax Matters
Under recently passed legislation, such as the CARES Act in the U.S., and
existing legislation, we deferred approximately $440 million of income and
indirect (e.g., VAT and motor fuel taxes) tax payments due in the first and
second quarters of 2020. Approximately 40 percent of the deferred payments will
be due in the third quarter of 2020, with the remaining amount due in 2021.

Cash Held by Our International Subsidiaries
As of June 30, 2020, $1.4 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 the Tax Cuts and Jobs Act of
2017, 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 including the uncertainties
concerning COVID-19 and volatility in the global oil markets. However, we
believe that our portfolio of accounts receivable is sufficiently diversified


                                       68

--------------------------------------------------------------------------------

Table of Contents

to the extent necessary to minimize potential credit risk. Historically, we have not had any significant problems collecting our accounts receivable.

CONTRACTUAL OBLIGATIONS



As of June 30, 2020, our contractual obligations included debt, finance lease
obligations, operating lease obligations, purchase obligations, and other
long-term liabilities. In the ordinary course of business, we had lease and
debt-related activities during the six months ended June 30, 2020 as described
in Notes 5 and 6, respectively, of Condensed Notes to Consolidated Financial
Statements. In addition, certain of our purchase obligations, primarily related
to crude oil and other feedstock supply arrangements, declined during the first
six months of 2020 as a result of the decrease in crude oil and feedstock prices
that occurred during the period because of the current economic conditions.
There were no material changes outside the ordinary course of business with
respect to our contractual obligations during the six months ended June 30,
2020.
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 June 30, 2020, all of our ratings on our senior
unsecured debt, including debt of one of our wholly owned subsidiaries that is
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.

CRITICAL ACCOUNTING ESTIMATES



The preparation of financial statements in conformity with U.S. GAAP requires us
to make estimates and assumptions that affect the amounts reported in our
financial statements and accompanying notes. Actual results could differ from
those estimates. Our critical accounting estimates are included in our annual
report on Form 10-K for the year ended December 31, 2019. As of June 30, 2020,
the following accounting policy is included as it involves 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. Estimates of the sensitivity
to earnings that would result from changes in the assumptions used in
determining our estimates are not practicable due to the number of assumptions
and contingencies involved, and the wide range of possible outcomes.

Impairment of Long-Lived Assets and Goodwill
Long-lived assets are tested for recoverability whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. A long-lived asset is not recoverable if its carrying amount
exceeds the sum of the undiscounted cash flows expected to result from its use
and eventual disposition. If a long-lived asset is not recoverable, an
impairment loss is recognized for the amount by which


                                       69

--------------------------------------------------------------------------------

Table of Contents



the carrying amount of the long-lived asset exceeds its fair value, with fair
value determined based on discounted estimated net cash flows or other
appropriate methods.
Goodwill is tested for impairment annually or more frequently if events or
changes in circumstances indicate the asset might be impaired. An impairment
loss is recognized if the carrying amount of the asset exceeds its fair value.

As of June 30, 2020, we determined there was no impairment of our long-lived
assets or goodwill as discussed in Note 2 of Condensed Notes to Consolidated
Financial Statements.

© Edgar Online, source Glimpses