Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2017
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________ |
Commission File Number 1-13175
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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| |
Delaware | 74-1828067 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
One Valero Way
San Antonio, Texas
(Address of principal executive offices)
78249
(Zip Code)
(210) 345-2000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ Accelerated filer o Non-accelerated filer o |
Smaller reporting company o Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
The number of shares of the registrant’s only class of common stock, $0.01 par value, outstanding as of July 31, 2017 was 441,663,968.
VALERO ENERGY CORPORATION
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VALERO ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(millions of dollars, except par value)
|
| | | | | | | |
| June 30, 2017 | | December 31, 2016 |
| (unaudited) | | |
ASSETS | | | |
Current assets: | | | |
Cash and temporary cash investments | $ | 5,207 |
| | $ | 4,816 |
|
Receivables, net | 4,573 |
| | 5,901 |
|
Inventories | 5,674 |
| | 5,709 |
|
Prepaid expenses and other | 277 |
| | 374 |
|
Total current assets | 15,731 |
| | 16,800 |
|
Property, plant, and equipment, at cost | 38,979 |
| | 37,733 |
|
Accumulated depreciation | (11,925 | ) | | (11,261 | ) |
Property, plant, and equipment, net | 27,054 |
| | 26,472 |
|
Deferred charges and other assets, net | 3,189 |
| | 2,901 |
|
Total assets | $ | 45,974 |
| | $ | 46,173 |
|
LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Current portion of debt and capital lease obligations | $ | 121 |
| | $ | 115 |
|
Accounts payable | 5,456 |
| | 6,357 |
|
Accrued expenses | 955 |
| | 694 |
|
Taxes other than income taxes | 1,076 |
| | 1,084 |
|
Income taxes payable | 75 |
| | 78 |
|
Total current liabilities | 7,683 |
| | 8,328 |
|
Debt and capital lease obligations, less current portion | 8,366 |
| | 7,886 |
|
Deferred income taxes | 7,254 |
| | 7,361 |
|
Other long-term liabilities | 1,906 |
| | 1,744 |
|
Commitments and contingencies |
| |
|
Equity: | | | |
Valero Energy Corporation stockholders’ equity: | | | |
Common stock, $0.01 par value; 1,200,000,000 shares authorized; 673,501,593 and 673,501,593 shares issued | 7 |
| | 7 |
|
Additional paid-in capital | 7,096 |
| | 7,088 |
|
Treasury stock, at cost; 231,498,415 and 222,000,024 common shares | (12,660 | ) | | (12,027 | ) |
Retained earnings | 26,603 |
| | 26,366 |
|
Accumulated other comprehensive loss | (1,123 | ) | | (1,410 | ) |
Total Valero Energy Corporation stockholders’ equity | 19,923 |
|
| 20,024 |
|
Noncontrolling interests | 842 |
| | 830 |
|
Total equity | 20,765 |
| | 20,854 |
|
Total liabilities and equity | $ | 45,974 |
| | $ | 46,173 |
|
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(millions of dollars, except per share amounts)
(unaudited)
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
Operating revenues (a) | $ | 22,254 |
| | $ | 19,584 |
| | $ | 44,026 |
| | $ | 35,298 |
|
Costs and expenses: | | | | | | | |
Cost of sales (excluding the lower of cost or market inventory valuation adjustment) | 19,609 |
| | 17,120 |
| | 39,037 |
| | 30,627 |
|
Lower of cost or market inventory valuation adjustment | — |
| | (454 | ) | | — |
| | (747 | ) |
Operating expenses | 1,097 |
| | 1,001 |
| | 2,214 |
| | 2,031 |
|
General and administrative expenses | 178 |
| | 159 |
| | 368 |
| | 315 |
|
Depreciation and amortization expense | 499 |
| | 471 |
| | 999 |
| | 956 |
|
Asset impairment loss | — |
| | 56 |
| | — |
| | 56 |
|
Total costs and expenses | 21,383 |
| | 18,353 |
| | 42,618 |
| | 33,238 |
|
Operating income | 871 |
| | 1,231 |
| | 1,408 |
| | 2,060 |
|
Other income, net | 16 |
| | 14 |
| | 33 |
| | 23 |
|
Interest and debt expense, net of capitalized interest | (119 | ) | | (111 | ) | | (240 | ) | | (219 | ) |
Income before income tax expense | 768 |
| | 1,134 |
| | 1,201 |
| | 1,864 |
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Income tax expense | 196 |
| | 291 |
| | 308 |
| | 508 |
|
Net income | 572 |
| | 843 |
| | 893 |
| | 1,356 |
|
Less: Net income attributable to noncontrolling interests | 24 |
| | 29 |
| | 40 |
| | 47 |
|
Net income attributable to Valero Energy Corporation stockholders | $ | 548 |
| | $ | 814 |
| | $ | 853 |
| | $ | 1,309 |
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| | | | | | | |
Earnings per common share | $ | 1.23 |
| | $ | 1.74 |
| | $ | 1.90 |
| | $ | 2.79 |
|
Weighted-average common shares outstanding (in millions) | 444 |
| | 467 |
| | 446 |
| | 468 |
|
Earnings per common share – assuming dilution | $ | 1.23 |
| | $ | 1.73 |
| | $ | 1.90 |
| | $ | 2.78 |
|
Weighted-average common shares outstanding – assuming dilution (in millions) | 446 |
| | 470 |
| | 448 |
| | 471 |
|
Dividends per common share | $ | 0.70 |
| | $ | 0.60 |
| | $ | 1.40 |
| | $ | 1.20 |
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_______________________________________________ | | | | | | | |
Supplemental information: | | | | | | | |
(a) Includes excise taxes on sales by certain of our international operations | $ | 1,384 |
| | $ | 1,470 |
| | $ | 2,656 |
| | $ | 2,865 |
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See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions of dollars)
(unaudited)
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| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
Net income | $ | 572 |
| | $ | 843 |
| | $ | 893 |
| | $ | 1,356 |
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| | | | | | | |
Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustment | 208 |
| | (202 | ) | | 282 |
| | (80 | ) |
Net gain on pension and other postretirement benefits | 4 |
| | 3 |
| | 7 |
| | 6 |
|
Other comprehensive income (loss) before income tax expense (benefit) | 212 |
| | (199 | ) | | 289 |
| | (74 | ) |
Income tax expense (benefit) related to items of other comprehensive income (loss) | 1 |
| | 1 |
| | 2 |
| | (6 | ) |
Other comprehensive income (loss) | 211 |
| | (200 | ) | | 287 |
| | (68 | ) |
Comprehensive income | 783 |
| | 643 |
| | 1,180 |
| | 1,288 |
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Less: Comprehensive income attributable to noncontrolling interests | 24 |
| | 29 |
| | 40 |
| | 48 |
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Comprehensive income attributable to Valero Energy Corporation stockholders | $ | 759 |
| | $ | 614 |
| | $ | 1,140 |
| | $ | 1,240 |
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See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions of dollars)
(unaudited)
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| | | | | | | |
| Six Months Ended June 30, |
| 2017 | | 2016 |
Cash flows from operating activities: | | | |
Net income | $ | 893 |
| | $ | 1,356 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization expense | 999 |
| | 956 |
|
Lower of cost or market inventory valuation adjustment | — |
| | (747 | ) |
Asset impairment loss | — |
| | 56 |
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Deferred income tax expense | 24 |
| | 195 |
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Changes in current assets and current liabilities | 859 |
| | 1,130 |
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Changes in deferred charges and credits and other operating activities, net | 10 |
| | 13 |
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Net cash provided by operating activities | 2,785 |
| | 2,959 |
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Cash flows from investing activities: | | | |
Capital expenditures | (572 | ) | | (610 | ) |
Deferred turnaround and catalyst costs | (308 | ) | | (325 | ) |
Investment in joint venture | (222 | ) | | — |
|
Acquisition of undivided interest in crude system assets | (72 | ) | | — |
|
Other investing activities, net | — |
| | 4 |
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Net cash used in investing activities | (1,174 | ) | | (931 | ) |
Cash flows from financing activities: | | | |
Proceeds from debt issuances or borrowings | — |
| | 197 |
|
Repayments of debt and capital lease obligations | (11 | ) | | (24 | ) |
Purchase of common stock for treasury | (660 | ) | | (665 | ) |
Common stock dividends | (627 | ) | | (564 | ) |
Proceeds from issuance of Valero Energy Partners LP common units | 36 |
| | — |
|
Distributions to noncontrolling interests (public unitholders) of Valero Energy Partners LP | (18 | ) | | (14 | ) |
Distributions to other noncontrolling interests | (27 | ) | | (33 | ) |
Other financing activities, net | (21 | ) | | (134 | ) |
Net cash used in financing activities | (1,328 | ) | | (1,237 | ) |
Effect of foreign exchange rate changes on cash | 108 |
| | 20 |
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Net increase in cash and temporary cash investments | 391 |
| | 811 |
|
Cash and temporary cash investments at beginning of period | 4,816 |
| | 4,114 |
|
Cash and temporary cash investments at end of period | $ | 5,207 |
| | $ | 4,925 |
|
See Condensed Notes to Consolidated Financial Statements.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
General
As used in this report, the terms “Valero,” “we,” “us,” or “our” may refer to Valero Energy Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole.
These unaudited financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.
The balance sheet as of December 31, 2016 has been derived from our audited financial statements as of that date. For further information, refer to our financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2016.
Reclassifications
Effective January 1, 2017, we revised our reportable segments to reflect a new reportable segment — VLP. The results of the VLP segment include the results of Valero Energy Partners LP (VLP), our majority-owned master limited partnership. Our prior period segment information has been retrospectively adjusted to reflect our current segment presentation. See Note 10 for additional information.
Certain amounts reported for the six months ended June 30, 2016 have been reclassified to conform with the 2017 presentation.
Significant Accounting Policies
Use of 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 the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, we review our estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
Accounting Pronouncements Adopted During the Period
In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-11, “Inventory (Topic 330),” to simplify the measurement of inventory measured using the first-in, first-out or average cost methods. The provisions of this ASU require the inventory to be measured at the lower of cost and net realizable value rather than the lower of cost or market. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The provisions of this ASU are to be applied prospectively and are effective for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual periods, with early adoption permitted. Our adoption of this ASU effective January 1,
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2017 did not affect our financial position or results of operations since the majority of our inventory is stated at last-in, first-out (LIFO).
In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740),” to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The provisions of this ASU require an entity to recognize the income tax consequences of intra-entity transfers of assets other than inventory immediately when the transfer occurs. These provisions are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods, with early adoption permitted. The provisions should be applied on a modified retrospective basis with a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the period of adoption to recognize the income tax consequences of intra-entity transfers of assets that occurred before the adoption date. Our early adoption of this ASU using the modified retrospective method effective January 1, 2017 did not have a material affect on our financial position or results of operations. Adoption of this guidance more accurately reflects the economics of an intra-entity asset transfer when it occurs by eliminating the previous exception that prohibited the recognition of the income tax consequences of an intra-entity asset transfer until the asset had been sold to an outside party.
In October 2016, the FASB issued ASU No. 2016-17, “Consolidation (Topic 810),” to provide guidance on how a reporting entity that is a single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual periods, with early adoption permitted. The provisions should be applied on a retrospective basis to all relevant prior periods beginning with the fiscal year in which the VIE guidance was adopted with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Our adoption of this ASU effective January 1, 2017 did not affect our financial position or results of operations.
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805),” to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The provisions of this ASU provide a more robust framework to use in determining when a set of assets and activities is a business by clarifying the requirements related to inputs, processes, and outputs. These provisions are to be applied prospectively and are effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. Our early adoption of this ASU effective January 1, 2017 did not have an effect on our financial position or results of operations. However, more of our future acquisitions may be accounted for as asset acquisitions.
Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” to clarify the principles for recognizing revenue. This new standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual periods. We recently completed our evaluation of the provisions of this standard and concluded that our adoption will not materially change the amount or timing of revenues recognized by us, nor will it materially affect our financial position. The majority of our revenues are generated from the sale of refined petroleum products and ethanol. These revenues are largely based on the current spot (market) prices of the products sold, which represents consideration specifically allocable to the products being sold on a given day, and we recognize
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
those revenues upon delivery and transfer of title to the products to our customers. The time at which delivery and transfer of title occurs is the point when our control of the products is transferred to our customers and when our performance obligation to our customers is fulfilled. We will adopt this new standard effective January 1, 2018, and we expect to use the modified retrospective method of adoption as permitted by the standard. Under that method, the cumulative effect of initially applying the standard is recognized as an adjustment to the opening balance of retained earnings, and revenues reported in the periods prior to the date of adoption are not changed. During 2017, we are developing our revenue disclosures and enhancing our accounting systems.
In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10),” to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods. This ASU is to be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The adoption of this ASU effective January 1, 2018 will not affect our financial position or results of operations, but will result in revised disclosures.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual periods, with early adoption permitted. We will adopt this new standard on January 1, 2019 and we expect to use the modified retrospective method of adoption as permitted by the standard. We are developing enhanced contracting and lease evaluation processes and information systems to support such processes, as well as new and enhanced accounting systems to account for our leases and support the required disclosures. We continue to evaluate the effect that adopting this standard will have on our financial statements and related disclosures.
In March 2017, the FASB issued ASU 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The provisions of this ASU require that an employer report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This ASU is to be applied retrospectively for income statement items and prospectively for any capitalized benefit costs. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods, with early adoption permitted. The adoption of this ASU effective January 1, 2018 is not expected to materially affect our financial position or results of operations.
In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718),” to reduce diversity in practice, as well as reduce cost and complexity regarding a change to the terms or conditions of a share-based payment award. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods, with early adoption permitted. The adoption of this ASU effective January 1, 2018 will not have an immediate effect on our
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
financial position or results of operations as it will be applied prospectively to an award modified on or after adoption.
Prior to the Aruba Disposition discussed below, we recognized an asset impairment loss of $56 million in June 2016 representing all of the remaining carrying value of our long-lived assets in Aruba. These assets were primarily related to our crude oil and refined petroleum products terminal and transshipment facility in Aruba (collectively, the Aruba Terminal), which were included in our refining segment. We recognized the impairment loss at that time because we concluded that it was more likely than not that we would ultimately transfer ownership of these assets to the Government of Aruba (GOA) as a result of agreements entered into in June 2016 between the GOA, CITGO Aruba Refining N.V. (CAR), and CITGO Petroleum Corporation (together with CAR and certain other affiliates, collectively, CITGO) providing for, among other things, the GOA’s lease of those assets to CITGO. (See Note 12 for disclosure related to the method to determine fair value.)
Effective October 1, 2016, we (i) transferred ownership of all of our assets in Aruba, other than certain hydrocarbon inventories and working capital, to Refineria di Aruba N.V., an entity wholly-owned by the GOA, (ii) settled our obligations under various agreements with the GOA, including agreements that required us to dismantle our leasehold improvements under certain conditions, and (iii) sold the working capital of our Aruba operations, including hydrocarbon inventories, to the GOA and CITGO. We refer to this transaction as the “Aruba Disposition.” The agreements associated with the Aruba Disposition were finalized in September 2016, including approval of such agreements by the Aruba Parliament. We no longer own any assets or have any operations in Aruba.
Inventories consisted of the following (in millions):
|
| | | | | | | |
| June 30, 2017 |
| December 31, 2016 |
Refinery feedstocks | $ | 2,254 |
| | $ | 2,068 |
|
Refined petroleum products and blendstocks | 2,941 |
| | 3,153 |
|
Ethanol feedstocks and products | 227 |
| | 238 |
|
Materials and supplies | 252 |
| | 250 |
|
Inventories | $ | 5,674 |
| | $ | 5,709 |
|
Inventories are valued at the lower of cost or market. As of December 31, 2015, we had a valuation reserve of $766 million in order to state our inventories at market. We recorded a change in our lower of cost or market inventory valuation reserve that resulted in a net benefit to our results of operations of $454 million and $747 million for the three and six months ended June 30, 2016, respectively.
As of June 30, 2017 and December 31, 2016, the replacement cost (market value) of LIFO inventories exceeded their LIFO carrying amounts by $1.1 billion and $1.9 billion, respectively. As of June 30, 2017
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and December 31, 2016, our non-LIFO inventories accounted for $421 million and $641 million, respectively, of our total inventories.
| |
4. | DEBT AND CAPITAL LEASE OBLIGATIONS |
Debt
There was no significant activity related to our debt during the six months ended June 30, 2017.
During the six months ended June 30, 2016, the following activity occurred related to our debt:
| |
• | VLP borrowed $139 million under its $750 million senior unsecured revolving credit facility (the VLP Revolver) in connection with VLP’s acquisition from us of the McKee Terminal Services Business in April 2016, and |
| |
• | one of our consolidated joint ventures entered into a C$72 million senior secured credit facility. |
We had outstanding borrowings, letters of credit issued, and availability under our credit facilities as follows (in millions):
|
| | | | | | | | | | | | | | | | | | |
| | | | | | June 30, 2017 |
| | Facility Amount | | Maturity Date | | Outstanding Borrowings | | Letters of Credit Issued | | Availability |
Committed facilities: | | | | | | | | | | |
Valero Revolver | | $ | 3,000 |
| | November 2020 | | $ | — |
| | $ | 150 |
| | $ | 2,850 |
|
VLP Revolver | | $ | 750 |
| | November 2020 | | $ | 30 |
| | $ | — |
| | $ | 720 |
|
Canadian Revolver | | C$ | 25 |
| | November 2017 | | C$ | — |
| | C$ | 10 |
| | C$ | 15 |
|
Accounts receivable sales facility (a) | | $ | 1,300 |
| | July 2017 | | $ | 100 |
| | n/a |
| | $ | 999 |
|
Letter of credit facility | | $ | 100 |
| | November 2017 | | n/a |
| | $ | — |
| | $ | 100 |
|
Uncommitted facilities: | | | | | | | | | | |
Letter of credit facilities | | n/a |
| | n/a | | n/a |
| | $ | 202 |
| | n/a |
|
___________________
| |
(a) | As of June 30, 2017, the actual availability under the accounts receivable sales facility fell below the facility borrowing capacity to $1.1 billion due to a decrease in eligible trade receivables. In July 2017, we amended this facility to extend the maturity date from July 2017 to July 2018. |
In June 2017, one of our committed letter of credit facilities with a borrowing capacity of $125 million expired and was not renewed.
As of June 30, 2017 and December 31, 2016, the weighted-average interest rate on the VLP Revolver was 2.5625 percent and 2.3125 percent, respectively. As of June 30, 2017 and December 31, 2016, the weighted-average interest rate on the accounts receivable sales facility was 1.7249 percent and 1.3422 percent, respectively.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Disclosures
Interest and debt expense, net of capitalized interest is comprised of the following (in millions):
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
Interest and debt expense | $ | 134 |
| | $ | 130 |
| | $ | 268 |
| | $ | 258 |
|
Less capitalized interest | 15 |
| | 19 |
| | 28 |
| | 39 |
|
Interest and debt expense, net of capitalized interest | $ | 119 |
| | $ | 111 |
| | $ | 240 |
| | $ | 219 |
|
Capital Leases
In January 2017, we recognized capital lease assets and related obligations totaling approximately $490 million for the lease of storage tanks located at three of our refineries. These lease agreements have initial terms of 10 years each with successive 10-year automatic renewals.
| |
5. | COMMITMENTS AND CONTINGENCIES |
Environmental Matters
We are involved, together with several other companies, in an environmental cleanup in the Village of Hartford, Illinois (the Village) and during 2015, one of these companies assumed the ongoing remediation in the Village pursuant to a federal court order. We had previously conducted an initial response in the Village, along with other companies, pursuant to an administrative order issued by the U.S. Environmental Protection Agency (EPA). The parties involved in the initial response may have further claims among themselves for costs already incurred. We also continue to be engaged in site assessment and interim measures at the adjacent shutdown refinery site, which we acquired as part of an acquisition in 2005, and we are in litigation with other potentially responsible parties and the Illinois EPA relating to the remediation of the site. In each of these matters, we have various defenses, limitations, and potential rights for contribution from the other responsible parties. We have recorded a liability for our expected contribution obligations. However, because of the unpredictable nature of these cleanups, the methodology for allocation of liabilities, and the State of Illinois’ failure to directly sue third parties responsible for historic contamination at the site, it is reasonably possible that we could incur a loss in a range of $0 to $200 million in excess of the amount of our accrual to ultimately resolve these matters. Factors underlying this estimated range are expected to change from time to time, and actual results may vary significantly from this estimate.
Litigation Matters
We are party to claims and legal proceedings arising in the ordinary course of business. We have not recorded a loss contingency liability with respect to some of these matters because we have determined that it is remote that a loss has been incurred. For other matters, we have recorded a loss contingency liability where we have determined that it is probable that a loss has been incurred and that the loss is reasonably estimable. These loss contingency liabilities are not material to our financial position. We re-evaluate and update our loss contingency liabilities as matters progress over time, and we believe that any changes to the recorded liabilities will not be material to our financial position, results of operations, or liquidity.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Reconciliation of Balances
The following is a reconciliation of the beginning and ending balances of equity attributable to our stockholders, equity attributable to noncontrolling interests, and total equity (in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2017 | | 2016 |
| Valero Stockholders’ Equity | | Non- controlling Interests (a) | | Total Equity | | Valero Stockholders’ Equity | | Non- controlling Interests (a) | | Total Equity |
Balance as of beginning of period | $ | 20,024 |
| | $ | 830 |
| | $ | 20,854 |
| | $ | 20,527 |
| | $ | 827 |
| | $ | 21,354 |
|
Net income | 853 |
| | 40 |
| | 893 |
| | 1,309 |
| | 47 |
| | 1,356 |
|
Dividends | (627 | ) | | — |
| | (627 | ) | | (564 | ) | | — |
| | (564 | ) |
Stock-based compensation expense | 25 |
| | — |
| | 25 |
| | 23 |
| | — |
| | 23 |
|
Stock purchases in connection with stock-based compensation plans | (13 | ) | | — |
| | (13 | ) | | (43 | ) | | — |
| | (43 | ) |
Stock purchases under purchase program | (649 | ) | | — |
| | (649 | ) | | (610 | ) | | — |
| | (610 | ) |
Distributions to noncontrolling interests | — |
| | (45 | ) | | (45 | ) | | — |
| | (47 | ) | | (47 | ) |
Other | 23 |
| | 17 |
| | 40 |
| | 3 |
| | — |
| | 3 |
|
Other comprehensive income (loss) | 287 |
| | — |
| | 287 |
| | (69 | ) | | 1 |
| | (68 | ) |
Balance as of end of period | $ | 19,923 |
| | $ | 842 |
| | $ | 20,765 |
| | $ | 20,576 |
| | $ | 828 |
| | $ | 21,404 |
|
___________________
| |
(a) | The noncontrolling interests relate to third-party ownership interests in VIEs for which we are the primary beneficiary and therefore consolidate. See Note 7 for information about our consolidated VIEs. |
Share Activity
There was no significant share activity during the six months ended June 30, 2017 and 2016.
Common Stock Dividends
On July 20, 2017, our board of directors declared a quarterly cash dividend of $0.70 per common share payable on September 7, 2017 to holders of record at the close of business on August 9, 2017.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component, net of tax, were as follows (in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2017 | | 2016 |
| Foreign Currency Translation Adjustment | | Defined Benefit Plans Items | | Total | | Foreign Currency Translation Adjustment | | Defined Benefit Plans Items | | Total |
Balance as of beginning of period | $ | (1,021 | ) | | $ | (389 | ) | | $ | (1,410 | ) | | $ | (605 | ) | | $ | (328 | ) | | $ | (933 | ) |
Other comprehensive income (loss) before reclassifications | 282 |
| | — |
| | 282 |
| | (81 | ) | | 8 |
| | (73 | ) |
Amounts reclassified from accumulated other comprehensive loss | — |
| | 5 |
| | 5 |
| | — |
| | 4 |
| | 4 |
|
Net other comprehensive income (loss) | 282 |
| | 5 |
| | 287 |
| | (81 | ) | | 12 |
| | (69 | ) |
Balance as of end of period | $ | (739 | ) | | $ | (384 | ) | | $ | (1,123 | ) | | $ | (686 | ) | | $ | (316 | ) | | $ | (1,002 | ) |
| |
7. | VARIABLE INTEREST ENTITIES |
Overview
In the normal course of business, we have financial interests in certain entities that have been determined to be VIEs. We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary such that we have (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. In order to make this determination, we evaluated our contractual arrangements with the VIEs, including arrangements for the use of assets, purchases of products and services, debt, equity, or management of operating activities.
Our significant VIE’s include:
| |
• | VLP, a publicly traded master limited partnership formed to own, operate, develop, and acquire crude oil and refined petroleum products pipelines, terminals, and other transportation and logistics assets; and |
| |
• | Diamond Green Diesel Holdings LLC (DGD), a joint venture formed to construct and operate a biodiesel plant that processes animal fats, used cooking oils, and other vegetable oils into renewable green diesel. |
The VIEs’ assets can only be used to settle their own obligations and the VIEs’ creditors have no recourse to our assets. We do not provide financial guarantees to our VIEs. Although we have provided credit facilities to the VIEs in support of their construction or acquisition activities, these transactions are eliminated in consolidation. Our financial position, results of operations, and cash flows are impacted by our consolidated VIEs’ performance, net of intercompany eliminations, to the extent of our ownership interest in each VIE.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present summarized balance sheet information for the significant assets and liabilities of our VIEs, which are included in our balance sheets (in millions).
|
| | | | | | | | | | | | | | | |
| June 30, 2017 |
| VLP | | DGD | | Other | | Total |
Assets | | | | | | | |
Cash and temporary cash investments | $ | 88 |
| | $ | 155 |
| | $ | 12 |
| | $ | 255 |
|
Other current assets | 1 |
| | 55 |
| | — |
| | 56 |
|
Property, plant, and equipment, net | 945 |
| | 371 |
| | 130 |
| | 1,446 |
|
| | | | | | | |
Liabilities | | | | | | | |
Current liabilities | $ | 14 |
| | $ | 17 |
| | $ | 6 |
| | $ | 37 |
|
Debt and capital lease obligations, less current portion | 525 |
| | — |
| | 45 |
| | 570 |
|
|
| | | | | | | | | | | | | | | |
| December 31, 2016 |
| VLP | | DGD | | Other | | Total |
Assets | | | | | | | |
Cash and temporary cash investments | $ | 71 |
| | $ | 167 |
| | $ | 15 |
| | $ | 253 |
|
Other current assets | 3 |
| | 87 |
| | — |
| | 90 |
|
Property, plant, and equipment, net | 865 |
| | 355 |
| | 133 |
| | 1,353 |
|
| | | | | | | |
Liabilities | | | | | | | |
Current liabilities | $ | 15 |
| | $ | 17 |
| | $ | 7 |
| | $ | 39 |
|
Debt and capital lease obligations, less current portion | 525 |
| | — |
| | 46 |
| | 571 |
|
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of net periodic benefit cost related to our defined benefit plans were as follows (in millions):
|
| | | | | | | | | | | | | | | |
| Pension Plans | | Other Postretirement Benefit Plans |
| 2017 | | 2016 | | 2017 | | 2016 |
Three months ended June 30: | | | | | | | |
Service cost | $ | 30 |
| | $ | 28 |
| | $ | 2 |
| | $ | 1 |
|
Interest cost | 22 |
| | 21 |
| | 2 |
| | 3 |
|
Expected return on plan assets | (38 | ) | | (34 | ) | | — |
| | — |
|
Amortization of: | | | | | | | |
Net actuarial (gain) loss | 14 |
| | 12 |
| | (1 | ) | | — |
|
Prior service credit | (5 | ) | | (5 | ) | | (4 | ) | | (4 | ) |
Net periodic benefit cost (credit) | $ | 23 |
| | $ | 22 |
| | $ | (1 | ) | | $ | — |
|
| | | | | | | |
Six months ended June 30: | | | | | | | |
Service cost | $ | 61 |
| | $ | 56 |
| | $ | 3 |
| | $ | 3 |
|
Interest cost | 43 |
| | 42 |
| | 5 |
| | 6 |
|
Expected return on plan assets | (75 | ) | | (69 | ) | | — |
| | — |
|
Amortization of: | | | | | | | |
Net actuarial (gain) loss | 27 |
| | 24 |
| | (2 | ) | | — |
|
Prior service credit | (10 | ) | | (10 | ) | | (8 | ) | | (8 | ) |
Net periodic benefit cost (credit) | $ | 46 |
| | $ | 43 |
| | $ | (2 | ) | | $ | 1 |
|
We contributed $14 million and $14 million, respectively, to our pension plans and $13 million and $8 million, respectively, to our other postretirement benefit plans during the six months ended June 30, 2017 and 2016.
Management has elected to increase the discretionary contributions to our pension plans by $80 million in the third quarter of 2017, resulting in expected contributions to our pension plans of $108 million for 2017. Our anticipated contributions to our other postretirement benefit plans during 2017 have not changed from the amount previously disclosed in our financial statements for the year ended December 31, 2016.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
9. | EARNINGS PER COMMON SHARE |
Earnings per common share were computed as follows (dollars and shares in millions, except per share amounts):
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2017 | | 2016 |
| Participating Securities | | Common Stock | | Participating Securities | | Common Stock |
Earnings per common share: | | | | | | | |
Net income attributable to Valero stockholders | | | $ | 548 |
| | | | $ | 814 |
|
Less dividends paid: | | | | | | | |
Common stock | | | 311 |
| | | | 281 |
|
Participating securities | | | 1 |
| | | | 1 |
|
Undistributed earnings | | | $ | 236 |
| | | | $ | 532 |
|
Weighted-average common shares outstanding | 2 |
| | 444 |
| | 1 |
| | 467 |
|
Earnings per common share: | | | | | | | |
Distributed earnings | $ | 0.70 |
| | $ | 0.70 |
| | $ | 0.60 |
| | $ | 0.60 |
|
Undistributed earnings | 0.53 |
| | 0.53 |
| | 1.14 |
| | 1.14 |
|
Total earnings per common share | $ | 1.23 |
| | $ | 1.23 |
| | $ | 1.74 |
| | $ | 1.74 |
|
| | | | | | | |
Earnings per common share – assuming dilution: | | | | | | | |
Net income attributable to Valero stockholders | | | $ | 548 |
| | | | $ | 814 |
|
Weighted-average common shares outstanding | | | 444 |
| | | | 467 |
|
Common equivalent shares | | | 2 |
| | | | 3 |
|
Weighted-average common shares outstanding – assuming dilution | | | 446 |
| | | | 470 |
|
Earnings per common share – assuming dilution | | | $ | 1.23 |
| | | | $ | 1.73 |
|
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2017 | | 2016 |
| Participating Securities | | Common Stock | | Participating Securities | | Common Stock |
Earnings per common share: | | | | | | | |
Net income attributable to Valero stockholders | | | $ | 853 |
| | | | $ | 1,309 |
|
Less dividends paid: | | | | | | | |
Common stock | | | 625 |
| | | | 562 |
|
Participating securities | | | 2 |
| | | | 2 |
|
Undistributed earnings | | | $ | 226 |
| | | | $ | 745 |
|
Weighted-average common shares outstanding | 2 |
| | 446 |
| | 1 |
| | 468 |
|
Earnings per common share: | | | | | | | |
Distributed earnings | $ | 1.40 |
| | $ | 1.40 |
| | $ | 1.20 |
| | $ | 1.20 |
|
Undistributed earnings | 0.50 |
| | 0.50 |
| | 1.59 |
| | 1.59 |
|
Total earnings per common share | $ | 1.90 |
| | $ | 1.90 |
| | $ | 2.79 |
| | $ | 2.79 |
|
| | | | | | | |
Earnings per common share – assuming dilution: | | | | | | | |
Net income attributable to Valero stockholders | | | $ | 853 |
| | | | $ | 1,309 |
|
Weighted-average common shares outstanding | | | 446 |
| | | | 468 |
|
Common equivalent shares | | | 2 |
| | | | 3 |
|
Weighted-average common shares outstanding – assuming dilution | | | 448 |
| | | | 471 |
|
Earnings per common share – assuming dilution | | | $ | 1.90 |
| | | | $ | 2.78 |
|
Participating securities include restricted stock and performance awards granted under our 2011 Omnibus Stock Incentive Plan.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Effective January 1, 2017, we revised our reportable segments to align with certain changes in how our chief operating decision maker manages and allocates resources to our business. Accordingly, we created a new reportable segment — VLP. The results of the VLP segment, which include the results of our majority-owned master limited partnership referred to by the same name, were transferred from the refining segment. Our prior period segment information has been retrospectively adjusted to reflect our current segment presentation.
As a result, we have three reportable segments as follows:
| |
• | Refining segment includes our refining operations, the associated marketing activities, and certain logistics assets that support our refining operations that are not owned by VLP; |
| |
• | Ethanol segment includes our ethanol operations, the associated marketing activities, and logistics assets that support our ethanol operations; and |
| |
• | VLP segment includes the results of VLP, which provides transportation and terminaling services in support of our refining segment. |
Operations that are not included in any of the reportable segments are included in the corporate category.
Our reportable segments are strategic business units that offer different products and services. They are managed separately as each business requires unique technologies and marketing strategies. Performance is evaluated based on segment operating income, which includes revenues and expenses that are directly attributable to the management of the respective segment. Intersegment sales are generally derived from transactions made at prevailing market rates.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table reflects activity related to our reportable segments (in millions): |
| | | | | | | | | | | | | | | | | | | |
| Refining | | Ethanol | | VLP | | Corporate and Eliminations | | Total |
Three months ended June 30, 2017: | | | | | | | | | |
Operating revenues: | | | | | | | | | |
Operating revenues from external customers | $ | 21,415 |
| | $ | 839 |
| | $ | — |
| | $ | — |
| | $ | 22,254 |
|
Intersegment revenues | — |
| | 28 |
| | 110 |
| | (138 | ) | | — |
|
Total operating revenues | 21,415 |
| | 867 |
| | 110 |
| | (138 | ) | | 22,254 |
|
Costs and expenses: | | | | | | | | | |
Cost of sales: | | | | | | | | | |
Cost of sales from external customers | 18,899 |
| | 710 |
| | — |
| | — |
| | 19,609 |
|
Intersegment cost of sales | 138 |
| | — |
| | — |
| | (138 | ) | | — |
|
Total cost of sales | 19,037 |
| | 710 |
| | — |
| | (138 | ) | | 19,609 |
|
Operating expenses | 965 |
| | 107 |
| | 27 |
| | (2 | ) | | 1,097 |
|
General and administrative expenses | — |
| | — |
| | — |
| | 178 |
| | 178 |
|
Depreciation and amortization expense | 454 |
| | 19 |
| | 12 |
| | 14 |
| | 499 |
|
Total costs and expenses | 20,456 |
| | 836 |
| | 39 |
| | 52 |
| | 21,383 |
|
Operating income (loss) | $ | 959 |
| | $ | 31 |
| | $ | 71 |
| | $ | (190 | ) | | $ | 871 |
|
| | | | | | | | | |
Three months ended June 30, 2016: | | | | | | | | | |
Operating revenues: | | | | | | | | | |
Operating revenues from external customers | $ | 18,664 |
| | $ | 920 |
| | $ | — |
| | $ | — |
| | $ | 19,584 |
|
Intersegment revenues | — |
| | 45 |
| | 87 |
| | (132 | ) | | — |
|
Total operating revenues | 18,664 |
| | 965 |
| | 87 |
| | (132 | ) | | 19,584 |
|
Costs and expenses: | | | | | | | | | |
Cost of sales (excluding the lower of cost or market inventory valuation adjustment): | | | | | | | | | |
Cost of sales from external customers | 16,322 |
| | 798 |
| | — |
| | — |
| | 17,120 |
|
Intersegment cost of sales | 132 |
| | — |
| | — |
| | (132 | ) | | — |
|
Total cost of sales (excluding the lower of cost or market inventory valuation adjustment) | 16,454 |
| | 798 |
| | — |
| | (132 | ) | | 17,120 |
|
Lower of cost or market inventory valuation adjustment | (434 | ) | | (20 | ) | | — |
| | — |
| | (454 | ) |
Operating expenses (a) | 878 |
| | 99 |
| | 24 |
| | — |
| | 1,001 |
|
General and administrative expenses | — |
| | — |
| | — |
| | 159 |
| | 159 |
|
Depreciation and amortization expense (a) | 430 |
| | 19 |
| | 11 |
| | 11 |
| | 471 |
|
Asset impairment loss | 56 |
| | — |
| | — |
| | — |
| | 56 |
|
Total costs and expenses | 17,384 |
| | 896 |
| | 35 |
| | 38 |
| | 18,353 |
|
Operating income (loss) | $ | 1,280 |
| | $ | 69 |
| | $ | 52 |
| | $ | (170 | ) | | $ | 1,231 |
|
___________________
| |
(a) | The VLP segment information for the three months ended June 30, 2016 has been retrospectively adjusted for VLP’s acquisitions that occurred subsequent to June 30, 2016. |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | | | | | | | | | | | | | |
| Refining | | Ethanol | | VLP | | Corporate and Eliminations | | Total |
Six months ended June 30, 2017: | | | | | | | | | |
Operating revenues: | | | | | | | | | |
Operating revenues from external customers | $ | 42,302 |
| | $ | 1,724 |
| | $ | — |
| | $ | — |
| | $ | 44,026 |
|
Intersegment revenues | — |
| | 88 |
| | 216 |
| | (304 | ) | | — |
|
Total operating revenues | 42,302 |
| | 1,812 |
| | 216 |
| | (304 | ) | | 44,026 |
|
Costs and expenses: | | | | | | | | | |
Cost of sales: | | | | | | | | | |
Cost of sales from external customers | 37,540 |
| | 1,497 |
| | — |
| | — |
| | 39,037 |
|
Intersegment cost of sales | 304 |
| | — |
| | — |
| | (304 | ) | | — |
|
Total cost of sales | 37,844 |
| | 1,497 |
| | — |
| | (304 | ) | | 39,037 |
|
Operating expenses | 1,949 |
| | 216 |
| | 51 |
| | (2 | ) | | 2,214 |
|
General and administrative expenses | — |
| | — |
| | — |
| | 368 |
| | 368 |
|
Depreciation and amortization expense | 903 |
| | 46 |
| | 24 |
| | 26 |
| | 999 |
|
Total costs and expenses | 40,696 |
| | 1,759 |
| | 75 |
| | 88 |
| | 42,618 |
|
Operating income (loss) | $ | 1,606 |
| | $ | 53 |
| | $ | 141 |
| | $ | (392 | ) | | $ | 1,408 |
|
| | | | | | | | | |
Six months ended June 30, 2016: | | | | | | | | | |
Operating revenues: | | | | | | | | | |
Operating revenues from external customers | $ | 33,584 |
| | $ | 1,714 |
| | $ | — |
| | $ | — |
| | $ | 35,298 |
|
Intersegment revenues | — |
| | 79 |
| | 166 |
| | (245 | ) | | — |
|
Total operating revenues | 33,584 |
| | 1,793 |
| | 166 |
| | (245 | ) | | 35,298 |
|
Costs and expenses: | | | | | | | | | |
Cost of sales (excluding the lower of cost or market inventory valuation adjustment): | | | | | | | | | |
Cost of sales from external customers | 29,121 |
| | 1,506 |
| | — |
| | — |
| | 30,627 |
|
Intersegment cost of sales | 245 |
| | — |
| | — |
| | (245 | ) | | — |
|
Total cost of sales (excluding the lower of cost or market inventory valuation adjustment) | 29,366 |
| | 1,506 |
| | — |
| | (245 | ) | | 30,627 |
|
Lower of cost or market inventory valuation adjustment | (697 | ) | | (50 | ) | | — |
| | — |
| | (747 | ) |
Operating expenses (a) | 1,785 |
| | 198 |
| | 48 |
| | — |
| | 2,031 |
|
General and administrative expenses | — |
| | — |
| | — |
| | 315 |
| | 315 |
|
Depreciation and amortization expense (a) | 879 |
| | 31 |
| | 23 |
| | 23 |
| | 956 |
|
Asset impairment loss | 56 |
| | — |
| | — |
| | — |
| | 56 |
|
Total costs and expenses | 31,389 |
| | 1,685 |
| | 71 |
| | 93 |
| | 33,238 |
|
Operating income (loss) | $ | 2,195 |
| | $ | 108 |
| | $ | 95 |
| | $ | (338 | ) | | $ | 2,060 |
|
___________________
| |
(a) | The VLP segment information for the six months ended June 30, 2016 has been retrospectively adjusted for VLP’s acquisitions that occurred subsequent to June 30, 2016. |
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total assets by reportable segment were as follows (in millions):
|
| | | | | | | |
| June 30, 2017 | | December 31, 2016 |
Refining | $ | 37,401 |
| | $ | 38,095 |
|
Ethanol | 1,314 |
| | 1,316 |
|
VLP | 1,072 |
| | 972 |
|
Corporate | 6,187 |
| | 5,790 |
|
Total assets | $ | 45,974 |
| | $ | 46,173 |
|
| |
11. | SUPPLEMENTAL CASH FLOW INFORMATION |
In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions):
|
| | | | | | | |
| Six Months Ended June 30, |
| 2017 | | 2016 |
Decrease (increase) in current assets: | | | |
Receivables, net | $ | 1,396 |
| | $ | (467 | ) |
Inventories | 123 |
| | 422 |
|
Income taxes receivable | 45 |
| | 169 |
|
Prepaid expenses and other | 41 |
| | 14 |
|
Increase (decrease) in current liabilities: | | | |
Accounts payable | (942 | ) | | 1,090 |
|
Accrued expenses | 262 |
| | (113 | ) |
Taxes other than income taxes | (41 | ) | | 7 |
|
Income taxes payable | (25 | ) | | 8 |
|
Changes in current assets and current liabilities | $ | 859 |
| | $ | 1,130 |
|
Noncash investing and financing activities during the six months ended June 30, 2017 included the recognition of a capital lease asset and related obligation associated with an agreement for storage tanks near three of our refineries. This noncash transaction is further described in Note 4. There were no significant noncash investing or financing activities during the six months ended June 30, 2016.
Cash flows reflected as “other financing activities, net” for the six months ended June 30, 2016 included the payment of a long-term liability of $137 million owed to a joint venture partner associated with an owner-method joint venture investment.
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash flows related to interest and income taxes were as follows (in millions):
|
| | | | | | | |
| Six Months Ended June 30, |
| 2017 | | 2016 |
Interest paid in excess of amount capitalized | $ | 235 |
| | $ | 213 |
|
Income taxes paid, net | 263 |
| | 137 |
|
| |
12. | FAIR VALUE MEASUREMENTS |
Recurring Fair Value Measurements
The tables below present information (in millions) about our assets and liabilities recognized at their fair values in our balance sheets categorized according to the fair value hierarchy of the inputs utilized by us to determine the fair values as of June 30, 2017 and December 31, 2016.
We have elected to offset the fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty, including any related cash collateral assets or obligations as shown below; however, fair value amounts by hierarchy level are presented in the tables below on a gross basis. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2017 |
| | | Total Gross Fair Value | | Effect of Counter- party Netting | | Effect of Cash Collateral Netting | | Net Carrying Value on Balance Sheet | | Cash Collateral Paid or Received Not Offset |
| Fair Value Hierarchy | |
| Level 1 | | Level 2 | | Level 3 | |
Assets: | | | | | | | | | | | | | | | |
Commodity derivative contracts | $ | 650 |
| | $ | 12 |
| | $ | — |
| | $ | 662 |
| | $ | (612 | ) | | $ | (5 | ) | | $ | 45 |
| | $ | — |
|
Investments of certain benefit plans | 59 |
| | — |
| | 11 |
| | 70 |
| | n/a |
| | n/a |
| | 70 |
| | n/a |
|
Total | $ | 709 |
| | $ | 12 |
| | $ | 11 |
| | $ | 732 |
| | $ | (612 | ) | | $ | (5 | ) | | $ | 115 |
| |
|
| | | | | | | | | | | | | | | |
Liabilities: | | | | | | |
| | | | | |
| | |
Commodity derivative contracts | $ | 605 |
| | $ | 14 |
| | $ | — |
| | $ | 619 |
| | $ | (612 | ) | | $ | (7 | ) | | $ | — |
| | $ | (68 | ) |
Environmental credit obligations | — |
| | 274 |
| | — |
| | 274 |
| | n/a |
| | n/a |
| | 274 |
| | n/a |
|
Physical purchase contracts | — |
| | 4 |
| | — |
| | 4 |
| | n/a |
| | n/a |
| | 4 |
| | n/a |
|
Foreign currency contracts | 10 |
| | — |
| | — |
| | 10 |
| | n/a |
| | n/a |
| | 10 |
| | n/a |
|
Total | $ | 615 |
| | $ | 292 |
| | $ | — |
| | $ | 907 |
| | $ | (612 | ) | | $ | (7 | ) | | $ | 288 |
| |
|
VALERO ENERGY CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2016 |
| | | Total Gross Fair Value | | Effect of Counter- party Netting | | Effect of Cash Collateral Netting | | Net Carrying Value on Balance Sheet | | Cash Collateral Paid or Received Not Offset |
| Fair Value Hierarchy | | | | | |
| Level 1 | | Level 2 | | Level 3 | | | | | |
Assets: | | | | | | | | | | | | | | | |
Commodity derivative contracts | $ | 874 |
| | $ | 38 |
| | $ | — |
| | $ | 912 |
| | |