Edgar Filing: VALERO ENERGY CORP/TX

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009


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)


Delaware (State or other jurisdiction of incorporation or organization)		74-1828067 (I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (210) 345-2000

Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.01 par value per share listed on the New York Stock Exchange.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately $9.5 billion based on the last sales price quoted as of June 30, 2009 on the New York Stock Exchange, the last business day of the registrant’s most recently completed second fiscal quarter.

As of January 31, 2010, 564,808,668 shares of the registrant’s common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

We intend to file with the Securities and Exchange Commission a definitive Proxy Statement for our Annual Meeting of Stockholders scheduled for April 29, 2010, at which directors will be elected. Portions of the 2010 Proxy Statement are incorporated by reference in Part III of this Form 10-K and are deemed to be a part of this report.

CROSS-REFERENCE SHEET

The following table indicates the headings in the 2010 Proxy Statement where certain information required in Part III of Form 10-K may be found.


Form 10-K Item No. and Caption		Heading in 2010 Proxy Statement

10. Directors, Executive Officers and Corporate Governance		Information Regarding the Board of Directors, Independent Directors, Audit Committee, Governance Documents and Codes of Ethics, Proposal No. 1 Election of Directors, Information Concerning Nominees and Other Directors, and Section 16(a) Beneficial Ownership Reporting Compliance

11. Executive Compensation		Compensation Committee, Compensation Discussion and Analysis, Director Compensation, Executive Compensation, and Certain Relationships and Related Transactions

12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		Beneficial Ownership of Valero Securities and Equity Compensation Plan Information

13. Certain Relationships and Related Transactions, and Director Independence		Certain Relationships and Related Transactions and Independent Directors

14. Principal Accountant Fees and Services		KPMG Fees for Fiscal Year 2009, KPMG Fees for Fiscal Year 2008, and Audit Committee Pre-Approval Policy

Copies of all documents incorporated by reference, other than exhibits to such documents, will be provided without charge to each person who receives a copy of this Form 10-K upon written request to Jay D. Browning, Senior Vice President – Corporate Law and Secretary, Valero Energy Corporation, P.O. Box 696000, San Antonio, Texas 78269-6000.

CONTENTS


		PAGE
PART I
Items 1., 1A. & 2.	Business, Risk Factors and Properties		1
	Segments		2
	Valero’s Operations		3
	Risk Factors		13
	Environmental Matters		17
	Properties		17
	Executive Officers of the Registrant		18
Item 1B.	Unresolved Staff Comments		18
Item 3.	Legal Proceedings		19
Item 4.	Submission of Matters to a Vote of Security Holders		21

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22
Item 6.	Selected Financial Data		25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		54
Item 8.	Financial Statements and Supplementary Data		60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		144
Item 9A.	Controls and Procedures		144
Item 9B.	Other Information		144

PART III
Item 10.	Directors, Executive Officers and Corporate Governance		145
Item 11.	Executive Compensation		145
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		145
Item 13.	Certain Relationships and Related Transactions, and Director Independence		145
Item 14.	Principal Accountant Fees and Services		145

PART IV
Item 15.	Exhibits and Financial Statement Schedules		145

Signatures			150
EX-10.2
EX-10.5
EX-10.6
EX-10.7
EX-12.1
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-99.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

iii

PART I

The terms “Valero,” “we,” “our,” and “us,” as used in this report, may refer to Valero Energy Corporation, to one or more of our consolidated subsidiaries, or to all of them taken as a whole. In this Form 10-K, we make certain forward-looking statements, including statements regarding our plans, strategies, objectives, expectations, intentions, and resources, under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should read our forward-looking statements together with our disclosures beginning on page 26 of this report under the heading: “CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.”

ITEMS 1., 1A. and 2. BUSINESS, RISK FACTORS AND PROPERTIES

Overview. We are a Fortune 500 company based in San Antonio, Texas. Our corporate offices are at One Valero Way, San Antonio, Texas, 78249, and our telephone number is (210) 345-2000. Our common stock trades on the New York Stock Exchange under the symbol “VLO.” We were incorporated in Delaware in 1981 under the name Valero Refining and Marketing Company, and our name was changed to Valero Energy Corporation on August 1, 1997. On January 31, 2010, we had 20,920 employees.

We own 15 refineries located in the United States, Canada, and Aruba. Our refineries can produce conventional gasolines, distillates, jet fuel, asphalt, petrochemicals, lubricants, and other refined products as well as a slate of premium products including CBOB and RBOB¹, gasoline meeting the specifications of the California Air Resources Board (CARB), CARB diesel fuel, low-sulfur and ultra-low-sulfur diesel fuel, and oxygenates (liquid hydrocarbon compounds containing oxygen).

We market branded and unbranded refined products on a wholesale basis in the United States and Canada through an extensive bulk and rack marketing network. We also sell refined products through a network of about 5,800 retail and wholesale branded outlets in the United States, Canada, and Aruba.

We also own ten ethanol plants located in the Midwest with a combined ethanol production capacity of about 1.1 billion gallons per year. Three of these facilities were acquired after December 31, 2009.

Available Information. Our internet website address is www.valero.com. Information contained on our website is not part of this annual report on Form 10-K. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed with (or furnished to) the Securities and Exchange Commission (SEC) are available on our internet website (in the “Investor Relations” section), free of charge, soon after we file or furnish such material. We also post our corporate governance guidelines, code of business conduct and ethics, code of ethics for senior financial officers, and the charters of the committees of our board of directors in the same website location. Our governance documents are available in print to any stockholder that makes a written request to Jay D. Browning, Senior Vice President – Corporate Law and Secretary, Valero Energy Corporation, P.O. Box 696000, San Antonio, Texas 78269-6000.


¹		CBOB, or “conventional blendstock for oxygenate blending,” is conventional gasoline blendstock intended for blending with oxygenates downstream of the refinery where it was produced. CBOB becomes conventional gasoline after blending with oxygenates. RBOB is a base unfinished reformulated gasoline mixture known as “reformulated gasoline blendstock for oxygenate blending.” It is a specially produced reformulated gasoline blendstock intended for blending with oxygenates downstream of the refinery where it was produced to produce finished gasoline that meets or exceeds U.S. emissions performance requirements for federal reformulated gasoline.

SEGMENTS

Our business is organized into three reportable segments: refining, ethanol, and retail. Prior to the second quarter of 2009, we had two reportable segments: refining and retail. As a result of our acquisition of several ethanol plants during the second quarter of 2009 (as discussed in Note 2 of Notes to Consolidated Financial Statements), we now present ethanol as a third reportable segment. The financial information about our segments in Note 20 of Notes to Consolidated Financial Statements is incorporated herein by reference.

	•		Our refining segment includes refining operations, wholesale marketing, product supply and distribution, and transportation operations. The refining segment is segregated geographically into the Gulf Coast, Mid-Continent, West Coast, and Northeast regions.



	•		Our ethanol segment includes sales of internally produced ethanol and distillers grains. Our ethanol operations are geographically located in the central plains region of the United States.



	•		Our retail segment includes company-operated convenience stores, Canadian dealers/jobbers, truckstop facilities, cardlock facilities, and home heating oil operations. The retail segment is segregated into two geographic regions. Our retail operations in eastern Canada are referred to as Retail – Canada. Our retail operations in the United States are referred to as Retail – U.S.

VALERO’S OPERATIONS

REFINING

On December 31, 2009, our refining operations included 15 refineries in the United States, Canada, and Aruba with a combined total throughput capacity of approximately 2.8 million barrels per day (BPD). The following table presents the locations of these refineries and their approximate feedstock throughput capacities as of December 31, 2009.


Refinery	Location	Throughput Capacity ^(a) (barrels per day)

Gulf Coast:
Corpus Christi ^(b)	Texas		315,000
Port Arthur	Texas		310,000
St. Charles	Louisiana		250,000
Texas City	Texas		245,000
Aruba ^(c)	Aruba		235,000
Houston	Texas		145,000
Three Rivers	Texas		100,000

			1,600,000

West Coast:
Benicia	California		170,000
Wilmington	California		135,000

			305,000

Mid-Continent:
Memphis	Tennessee		195,000
McKee	Texas		170,000
Ardmore	Oklahoma		90,000

			455,000

Northeast ^(d):
Quebec City	Quebec, Canada		235,000
Paulsboro	New Jersey		185,000

			420,000


Total			2,780,000


^(a)		“Throughput capacity” represents estimated capacity for processing crude oil, intermediates, and other feedstocks. Total estimated crude oil capacity is approximately 2.4 million BPD.

^(b)		Represents the combined capacities of two refineries – the Corpus Christi East and Corpus Christi West Refineries.

^(c)		The Aruba Refinery has been idle since July 2009.

^(d)		We permanently shut down our Delaware City, Delaware refinery in the fourth quarter of 2009, as described in Note 2 of Notes to Consolidated Financial Statements. Throughput capacity of this refinery was 210,000 BPD.

Total Refining System

The following table presents the percentages of principal charges and yields (on a combined basis) for all of our refineries for the year ended December 31, 2009. Our total combined throughput volumes averaged 2,272,400 BPD for the 12 months ended December 31, 2009. (The information presented excludes the charges and yields of the Delaware City Refinery, which we permanently shut down in the fourth quarter of 2009, as more fully described in Note 2 of Notes to Consolidated Financial Statements.)

Combined Refining Charges and Yields


		Percentage

Charges:
	sour crude oil		43	%
	acidic sweet crude oil		3	%
	sweet crude oil		28	%
	residual fuel oil		7	%
	other feedstocks		7	%
	blendstocks		12	%
Yields:
	gasolines and blendstocks		48	%
	distillates		33	%
	petrochemicals		3	%
	other products (includes vacuum gas oil, No. 6 fuel oil, petroleum coke, asphalt, and other)		16	%

Gulf Coast

The following table presents the percentages of principal charges and yields (on a combined basis) for the eight refineries in this region for the year ended December 31, 2009. Total throughput volumes for the Gulf Coast refining region averaged 1,273,600 BPD for the 12 months ended December 31, 2009.

Combined Gulf Coast Region Charges and Yields


		Percentage

Charges:
	sour crude oil		53	%
	acidic sweet crude oil		1	%
	sweet crude oil		11	%
	residual fuel oil		13	%
	other feedstocks		8	%
	blendstocks		14	%
Yields:
	gasolines and blendstocks		44	%
	distillates		33	%
	petrochemicals		4	%
	other products (includes vacuum gas oil, No. 6 fuel oil, petroleum coke, asphalt, and other)		19	%

Corpus Christi East and West Refineries. Our Corpus Christi East and West Refineries are located on the Texas Gulf Coast along the Corpus Christi Ship Channel. The West Refinery specializes in processing primarily sour crude oil and resid into premium products such as RBOB. The East Refinery processes heavy, high-sulfur crude oil into conventional gasoline, diesel, jet fuel, asphalt, aromatics, and other light products. The East and West Refineries are substantially integrated allowing for the transfer of various feedstocks and blending components between the two refineries and the sharing of resources. The refineries typically receive and deliver feedstocks and products by tanker and barge via deepwater docking facilities along the Corpus Christi Ship Channel. Three truck racks with a total of 16 bays

service local markets for gasoline, diesel, jet fuels, liquefied petroleum gases, and asphalt. Finished products are distributed across the refinery docks into ships or barges, and are transported via third-party pipelines to the Colonial, Explorer, Valley, and other major pipelines.

Port Arthur Refinery. Our Port Arthur Refinery is located on the Texas Gulf Coast approximately 90 miles east of Houston. The refinery processes primarily heavy sour crude oils and other feedstocks into conventional and premium gasoline and RBOB, as well as diesel, jet fuel, petrochemicals, petroleum coke, and sulfur. The refinery receives crude oil over marine docks and through crude oil pipelines, and has access to the Sunoco and Oiltanking terminals at Nederland, Texas. Finished products are distributed into the Colonial, Explorer, and TEPPCO pipelines, across the refinery docks into ships or barges, and through a local truck rack.

St. Charles Refinery. Our St. Charles Refinery is located approximately 15 miles from New Orleans along the Mississippi River. The refinery processes sour crude oils and other feedstocks into gasoline, distillates, and other light products. The refinery receives crude oil over five marine docks and has access to the Louisiana Offshore Oil Port where it can receive crude oil through a 24-inch pipeline. Finished products can be shipped over these docks or through the Colonial pipeline network for distribution to the eastern United States.

Texas City Refinery. Our Texas City Refinery is located southeast of Houston on the Texas City Ship Channel. The refinery processes primarily heavy sour crude oils into a wide slate of products. The refinery receives and delivers its feedstocks and products by tanker and barge via deepwater docking facilities along the Texas City Ship Channel and uses the Colonial, Explorer, and TEPPCO pipelines for distribution of its products.

Houston Refinery. Our Houston Refinery is located on the Houston Ship Channel. It processes a mix of crude oils and low-sulfur resid into reformulated gasoline and distillates. The refinery receives its feedstocks via tanker at deepwater docking facilities along the Houston Ship Channel and interconnecting pipelines with the Texas City Refinery. It delivers its products through major refined-product pipelines, including the Colonial, Explorer, Orion, and TEPPCO pipelines.

Three Rivers Refinery. Our Three Rivers Refinery is located in South Texas between Corpus Christi and San Antonio. It processes primarily heavy sweet and medium sour crude oils into gasoline, distillates, and aromatics. The refinery has access to crude oil from foreign sources delivered to the Texas Gulf Coast at Corpus Christi as well as crude oil from domestic sources through third-party pipelines. A 70-mile pipeline with capacity of 120,000 BPD transports crude oil via connections to the Three Rivers Refinery from Corpus Christi. The refinery distributes its refined products primarily through pipelines owned by NuStar Energy L.P.

Aruba Refinery. Our Aruba Refinery is located on the island of Aruba in the Caribbean Sea. The refinery has been idle since July 2009. When in operation, it processes primarily heavy sour crude oil and produces primarily intermediate feedstocks and finished distillate products. Significant amounts of the refinery’s intermediate feedstock production are transported and further processed in our other refineries in the Gulf Coast, West Coast, and Northeast regions. The refinery receives crude oil by ship at its two deepwater marine docks, which can berth ultra-large crude carriers. The refinery’s products are delivered by ship primarily into markets in the United States, the Caribbean, Europe, and South America.

West Coast

Combined West Coast Region Charges and Yields


		Percentage

Charges:
	sour crude oil		63	%
	acidic sweet crude oil		6	%
	sweet crude oil		3	%
	other feedstocks		11	%
	blendstocks		17	%
Yields:
	gasolines and blendstocks		64	%
	distillates		22	%
	other products (includes vacuum gas oil, No. 6 fuel oil, petroleum coke, asphalt, and other)		14	%

Benicia Refinery. Our Benicia Refinery is located northeast of San Francisco on the Carquinez Straits of San Francisco Bay. It processes sour crude oils into premium products, primarily CARBOB gasoline. (CARBOB is a reformulated gasoline mixture that meets the specifications of the California Air Resources Board when blended with ethanol.) The refinery receives crude oil supplies via a deepwater dock that can berth large crude oil carriers and a 20-inch crude oil pipeline connected to a southern California crude oil delivery system. Most of the refinery’s products are distributed via the Kinder Morgan pipeline system in California.

Wilmington Refinery. Our Wilmington Refinery is located near Los Angeles, California. The refinery processes a blend of lower-cost heavy and high-sulfur crude oils. The refinery can produce all of its gasoline as CARBOB gasoline and produces both ultra-low-sulfur diesel and CARB diesel. The refinery is connected by pipeline to marine terminals and associated dock facilities that can move and store crude oil and other feedstocks. Refined products are distributed via the Kinder Morgan pipeline system and various third-party terminals in southern California, Nevada, and Arizona.

Mid-Continent

The following table presents the percentages of principal charges and yields (on a combined basis) for the three refineries in this region for the year ended December 31, 2009. Total throughput volumes for the Mid-Continent refining region averaged 387,500 BPD for the 12 months ended December 31, 2009.

Combined Mid-Continent Region Charges and Yields


		Percentage

Charges:
	sour crude oil		9	%
	sweet crude oil		80	%
	residual fuel oil		1	%
	other feedstocks		1	%
	blendstocks		9	%
Yields:
	gasolines and blendstocks		54	%
	distillates		35	%
	petrochemicals		3	%
	other products (includes vacuum gas oil, No. 6 fuel oil, asphalt, and other)		8	%

Memphis Refinery. Our Memphis Refinery is located in Tennessee along the Mississippi River’s Lake McKellar. It processes primarily light sweet crude oils. Almost all of its production is light products, including regular and premium gasoline, diesel, jet fuels, and petrochemicals. Crude oil is supplied to the refinery via the Capline pipeline and can also be received, along with other feedstocks, via barge. The refinery’s products are distributed via truck racks at our three product terminals, barges, and a pipeline network, including one pipeline directly to the Memphis airport.

McKee Refinery. Our McKee Refinery is located in the Texas Panhandle. It processes primarily sweet crude oils and produces conventional gasoline, RBOB, low-sulfur diesel, jet fuels, and asphalt. The refinery has access to crude oil from Texas, Oklahoma, Kansas, and Colorado through third-party pipelines. The refinery also has access at Wichita Falls, Texas to third-party pipelines that transport crude oil from the Texas Gulf Coast and West Texas to the Mid-Continent region. The refinery distributes its products primarily via NuStar Energy L.P.’s pipelines to markets in Texas, New Mexico, Arizona, Colorado, and Oklahoma.

Ardmore Refinery. Our Ardmore Refinery is located in Ardmore, Oklahoma, approximately 100 miles south of Oklahoma City. It processes medium sour and light sweet crude oils into conventional gasoline, ultra-low-sulfur diesel, liquefied petroleum gas products, and asphalt. Local crude oil is gathered by TEPPCO’s crude oil gathering/trunkline systems and trucking operations, and then transported to the refinery through NuStar Energy L.P.’s crude oil pipeline systems. Foreign, mid-continent, and other domestic crude oils are received via third-party pipelines. Refined products are transported to market via railcars, trucks, and the Magellan pipeline system.

Northeast

The following table presents the percentages of principal charges and yields (on a combined basis) for the two refineries in this region for the year ended December 31, 2009. Total throughput volumes for the Northeast refining region averaged 344,600 BPD for the 12 months ended December 31, 2009. (The information presented excludes the charges and yields of the Delaware City Refinery, which we shut down in the fourth quarter of 2009, as more fully described in Note 2 of Notes to Consolidated Financial Statements.)

Combined Northeast Region Charges and Yields


		Percentage

Charges:
	sour crude oil		29	%
	acidic sweet crude oil		8	%
	sweet crude oil		51	%
	residual fuel oil		1	%
	other feedstocks		6	%
	blendstocks		5	%
Yields:
	gasolines and blendstocks		44	%
	distillates		41	%
	petrochemicals		1	%
	other products (includes vacuum gas oil, No. 6 fuel oil, petroleum coke, asphalt, and other)		14	%

Quebec City Refinery. Our Quebec City Refinery is located in Lévis, Canada (near Quebec City). It processes sweet crude oils and lower-quality, sweet acidic crude oils into conventional gasoline, low-sulfur diesel, jet fuels, heating oil, and propane. The refinery receives crude oil by ship at its deepwater dock on the St. Lawrence River. We charter large ice-strengthened, double-hulled crude oil tankers that can navigate the St. Lawrence River year-round. The refinery transports its products to its primary terminals in Quebec and Ontario primarily by train, and also uses ships and trucks extensively throughout eastern Canada.

Paulsboro Refinery. Our Paulsboro Refinery is located in Paulsboro, New Jersey, approximately 15 miles south of Philadelphia on the Delaware River. The refinery processes primarily sour crude oils into a wide slate of products including gasoline, distillates, lube oil basestocks, asphalt, lube extracts, petroleum coke, sulfur, fuel oil, propane, and butane. Feedstocks and refined products are typically transported by tanker and barge via refinery-owned dock facilities along the Delaware River, Buckeye’s product distribution system (into western Pennsylvania and Ohio), a local truck rack owned by NuStar Energy L.P., railcars, and the Colonial pipeline, which allows products to be sold into the New York Harbor market.

Feedstock Supply

Approximately 55 percent of our current crude oil feedstock requirements are purchased through term contracts while the remaining requirements are generally purchased on the spot market. Our term supply agreements include arrangements to purchase feedstocks at market-related prices directly or indirectly from various foreign national oil companies (including feedstocks originating in the Middle East, Africa, Asia, Mexico, and South America) as well as international and domestic oil companies. The term contracts generally permit the parties to amend the contracts (or terminate them), effective as of the next scheduled renewal date, by giving the other party proper notice within a prescribed period of time (e.g., 60 days, 6 months) before expiration of the current term. The majority of the crude oil purchased under Valero’s term contracts is purchased at the producer’s official stated price (i.e., the “market” price established by the seller for all purchasers) and not at a negotiated price specific to Valero. About 75 percent of our crude oil feedstocks under term supply agreements are imported from foreign sources and about 25 percent are domestic. In the event we become unable to purchase crude oil from any one of these sources, we believe that adequate alternative supplies of crude oil would be available.

The U.S. network of crude oil pipelines and terminals allows us to acquire crude oil from producing leases, domestic crude oil trading centers, and ships delivering cargoes of foreign and domestic crude oil. Our Quebec City and Aruba Refineries rely on foreign crude oil that is delivered to the refineries’ dock facilities by ship. We use the futures market to manage a portion of the price risk inherent in purchasing crude oil in advance of the delivery date and holding inventories of crude oils and refined products.

Refining Segment Sales

Our refining segment includes sales of refined products in both the wholesale rack and bulk markets. These sales include refined products that are manufactured in our refining operations as well as refined products purchased or received on exchange from third parties. Most of our refineries have access to deepwater transportation facilities and interconnect with common-carrier pipeline systems, allowing us to sell products in most major geographic regions of the United States and eastern Canada. No customer accounted for more than 10 percent of our total operating revenues in 2009.

Wholesale Marketing

We market branded and unbranded transportation fuels on a wholesale basis in 44 states through an extensive rack marketing network. The principal purchasers of our transportation fuels from terminal truck racks are wholesalers, distributors, retailers, and truck-delivered end users throughout the United States.

The majority of our rack volume is sold through unbranded channels. The remainder is sold to distributors and dealers that are members of the Valero-brand family that operate approximately 4,000 branded sites. These sites are independently owned and are supplied by us under multi-year contracts. For wholesale branded sites, we promote our Valero^® brand throughout the United States. In addition, we offer the Beacon^® brand in California and the Shamrock^® brand elsewhere in the United States.

Bulk Sales and Trading

We sell a significant portion of our gasoline and distillate production through bulk sales channels in domestic and international markets. Our bulk sales are made to various oil companies and traders as well as certain bulk end-users such as railroads, airlines, and utilities. Our bulk sales are transported primarily by pipeline, barges, and tankers to major tank farms and trading hubs.

We also enter into refined product exchange and purchase agreements. These agreements help to minimize transportation costs, optimize refinery utilization, balance refined product availability, broaden geographic distribution, and provide access to markets not connected to our refined product pipeline systems. Exchange agreements provide for the delivery of refined products by us to unaffiliated companies at our and third parties’ terminals in exchange for delivery of a similar amount of refined products to us by these unaffiliated companies at specified locations. Purchase agreements involve our purchase of refined products from third parties with delivery occurring at specified locations.

Specialty Products

We also sell a variety of other products produced at our refineries, which we refer to collectively as “Specialty Products.” Our Specialty Products include asphalt, lube oils, natural gas liquids (NGLs), petroleum coke, petrochemicals, and sulfur.

	•		We produce asphalt at six of our refineries. Our asphalt products are sold for use in road construction, road repair, and roofing applications through a network of refinery and terminal loading racks.

	•		We produce lube oils at two of our refineries. We produce and market paraffinic, naphthenic, and aromatic oils suitable for use in a wide variety of lubricant and process applications.

	•		NGLs produced at our refineries include butane, isobutane, and propane. These products can be used for gasoline blending, home heating, and petrochemical plant feedstocks.

	•		We are a significant producer of petroleum coke, supplying primarily power generation customers and cement manufacturers. Petroleum coke is used largely as a substitute for coal.

	•		We produce and market a number of commodity petrochemicals including aromatic solvents (benzene, toluene, and xylene) and two grades of propylene. Aromatic solvents and propylenes are sold to customers in the chemical industry for further processing into such products as paints, plastics, and adhesives.

	•		We are a large producer of sulfur with sales primarily to customers in the agricultural sector. Sulfur is used in manufacturing fertilizer.

ETHANOL

We own ten ethanol plants in the Midwest with a combined ethanol production capacity of about 1.1 billion gallons per year. Our ethanol plants are dry mill facilities¹ that process corn to produce ethanol and distillers grains.² We source our corn supply from local farmers and commercial elevators. Our facilities receive corn by rail and by truck. We publish a corn bid on our website that local farmers and cooperative dealers can use to facilitate corn supply transactions.

After processing, the ethanol is held in storage tanks at our plant sites pending loading to truck and rail car transportation. We sell our ethanol (i) to large customers – primarily refiners and gasoline blenders – under term and spot contracts, and (ii) in bulk markets such as New York, Chicago, Dallas, and the West Coast. We also use our ethanol for our own needs in blending gasoline. We ship our dry distillers grains (DDG) by truck or rail primarily to animal feed customers in the U.S. and Mexico, with some sales into the Far East. We also sell modified distillers grains locally at our plant sites.

The following table presents the locations of our ethanol plants, their approximate ethanol and dry distillers grains production capacities, and their approximate corn processing capacities.


		Ethanol Production	Production of DDG		Corn Processed
State	City	(in gallons per year)	(in tons per year)		(in bushels per year)

Indiana	Linden	110 million		350,000	40 million
Iowa	Albert City	110 million		350,000	40 million
	Charles City	110 million		350,000	40 million
	Fort Dodge	110 million		350,000	40 million
	Hartley	110 million		350,000	40 million
Minnesota	Welcome	110 million		350,000	40 million
Nebraska	Albion	110 million		350,000	40 million
Ohio	Bloomingburg	110 million		350,000	40 million
South Dakota	Aurora	120 million		390,000	43 million
Wisconsin	Jefferson	110 million		350,000	40 million


	Total	1,110 million		3,540,000	403 million

We acquired our Iowa, Minnesota, Nebraska, and South Dakota ethanol plants in the second quarter of 2009. Ethanol production from these seven plants in the fourth quarter of 2009 averaged 2.2 million gallons per day. We acquired our Indiana and Ohio plants in January 2010. The Indiana and Ohio plants were idle when acquired; however, we expect production at these plants to begin by the end of the first quarter of 2010. We acquired our Wisconsin plant in early February 2010. This plant was producing ethanol at the time of our acquisition, and ethanol production has continued under our ownership.

For additional information regarding these acquisitions, see Note 2 of Notes to Consolidated Financial Statements.


¹		Ethanol is commercially produced using either the wet mill or dry mill process. Wet milling involves separating the grain kernel into its component parts (germ, fiber, protein, and starch) prior to fermentation. Our ethanol plants utilize the dry mill process, in which the entire grain kernel is ground into flour. The starch in the flour is converted to ethanol during the fermentation process, creating carbon dioxide and distillers grains.

²		In the fermentation process, nearly all of the starch in the grain is converted into ethanol and carbon dioxide, while the remaining nutrients (proteins, fats, minerals, and vitamins) undergo a concentration to yield modified distillers grains, or, after further drying, dried distillers grains. Distillers grains generally are an economical partial replacement for corn, soybean, and dicalcium phosphate in livestock, swine, and poultry feeds.

RETAIL

Our retail segment operations include the following:

	•		sales of transportation fuels at retail stores and unattended self-service cardlocks,

	•		sales of convenience store merchandise and services in retail stores, and

	•		sales of home heating oil to residential customers.

We are one of the largest independent retailers of refined products in the central and southwest United States and eastern Canada. Our retail operations are segregated geographically into two groups: Retail – U.S. and Retail – Canada.

Retail – U.S.

Sales in Retail – U.S. represent sales of transportation fuels and convenience store merchandise and services through our company-operated retail sites. For the year ended December 31, 2009, total sales of refined products through Retail – U.S.’s retail sites averaged approximately 118,600 BPD. In addition to transportation fuels, our company-operated convenience stores sell snacks, candy, beer, fast foods, cigarettes, and fountain drinks. Our stores also offer services such as ATM access, car wash facilities, money orders, lottery tickets, and video rentals. On December 31, 2009, we had 991 company-operated sites in Retail – U.S. (of which 79% were owned and 21% were leased). Our company-operated stores are operated primarily under the brand name Corner Store^®. Transportation fuels sold in our Retail – U.S. stores are sold primarily under the Valero^® brand.

Retail – Canada

Sales in Retail – Canada include the following:

	•		sales of refined products and convenience store merchandise through our company-operated retail sites and cardlocks,

	•		sales of refined products through sites owned by independent dealers and jobbers, and

	•		sales of home heating oil to residential customers.

Retail – Canada includes retail operations in eastern Canada where we are a major supplier of refined products serving Quebec, Ontario, and the Atlantic Provinces of Newfoundland, Nova Scotia, New Brunswick, and Prince Edward Island. For the year ended December 31, 2009, total retail sales of refined products through Retail – Canada averaged approximately 75,200 BPD. Transportation fuels are sold under the Ultramar^® brand through a network of 824 outlets throughout eastern Canada. On December 31, 2009, we owned or leased 396 retail stores in Retail – Canada and distributed gasoline to 428 dealers and independent jobbers. In addition, Retail – Canada operates 83 cardlocks, which are card- or key-activated, self-service, unattended stations that allow commercial, trucking, and governmental fleets to buy transportation fuel 24 hours a day. Retail – Canada operations also include a large home heating oil business that provides home heating oil to approximately 142,000 households in eastern Canada. Our home heating oil business tends to be seasonal to the extent of increased demand for home heating oil during the winter.

RISK FACTORS

Our financial results are affected by volatile refining margins and global economic activity.

Our financial results are primarily affected by the relationship, or margin, between refined product prices and the prices for crude oil and other feedstocks. Our cost to acquire feedstocks and the price at which we can ultimately sell refined products depend upon several factors beyond our control, including regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined products. These in turn depend on, among other things, the availability and quantity of imports, the production levels of domestic and foreign suppliers, levels of refined product inventories, productivity and growth (or the lack thereof) of U.S. and global economies, U.S. relationships with foreign governments, political affairs, and the extent of governmental regulation. Historically, refining margins have been volatile, and we believe they will continue to be volatile in the future.

Continued economic turmoil and hostilities, including the threat of future terrorist attacks, could affect the economies of the United States and other countries. Lower levels of economic activity during periods of recession could result in declines in energy consumption, including declines in the demand for and consumption of our refined products, which could cause our revenues and margins to decline and limit our future growth prospects.

Refining margins are also significantly impacted by additional refinery conversion capacity through the expansion of existing refineries or the construction of new refineries. Worldwide refining capacity expansions may result in refining production capability far exceeding refined product demand, which would have a significant adverse effect on refining margins.

A significant portion of our profitability is derived from the ability to purchase and process crude oil feedstocks that historically have been cheaper than benchmark crude oils, such as West Texas Intermediate crude oil. These crude oil feedstock differentials vary significantly depending on overall economic conditions and trends and conditions within the markets for crude oil and refined products, and they could decline in the future, which would have a negative impact on our earnings.

Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms, and can adversely affect the financial strength of our business partners.

Our ability to obtain credit and capital depends in large measure on capital markets and liquidity factors over which we exert no control. Our ability to access credit and capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions. In addition, the cost and availability of debt and equity financing may be adversely impacted by unstable or illiquid market conditions. Protracted uncertainty and illiquidity in these markets also could have an adverse impact on our lenders, commodity hedging counterparties, or our customers, causing them to fail to meet their obligations to us. In addition, decreased returns on pension fund assets may also materially increase our pension funding requirements.

We currently maintain investment-grade ratings by Standard & Poor’s Ratings Services (S&P), Moody’s Investors Service (Moody’s), and Fitch Ratings (Fitch) on our senior unsecured debt. (Ratings from credit agencies are not recommendations to buy, sell, or hold our securities. Each rating should be evaluated independently of any other rating.) We cannot provide assurance that any of our current ratings will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances so warrant. Specifically, if S&P, Moody’s, or Fitch were to downgrade our long-term rating, particularly below investment grade, our borrowing costs would increase, which could adversely affect our ability to attract potential investors and our

funding sources could decrease. In addition, we may not be able to obtain favorable credit terms from our suppliers or they may require us to provide collateral, letters of credit, or other forms of security which would increase our operating costs. As a result, a downgrade in our credit ratings could have a material adverse impact on our future operations and financial position.

From time to time, our cash needs may exceed our internally generated cash flow, and our business could be materially and adversely affected if we were unable to obtain necessary funds from financing activities. From time to time, we may need to supplement our cash generation with proceeds from financing activities. We have existing revolving credit facilities, committed letter of credit facilities, and an accounts receivable sales facility to provide us with available financing to meet our ongoing cash needs. Uncertainty and illiquidity continues to exist in the financial markets that may materially impact the ability of the participating financial institutions to fund their commitments to us under our various financing facilities. In light of these uncertainties and the volatile current market environment, we can make no assurances that we will be able to obtain the full amount of the funds available under our financing facilities to satisfy our cash requirements. Our failure to do so could have a material adverse effect on our operations and financial position.

Compliance with and changes in environmental laws, including proposed climate change laws and regulations, could adversely affect our performance.

The principal environmental risks associated with our operations are emissions into the air and releases into the soil, surface water, or groundwater. Our operations are subject to extensive federal, state, and local environmental laws and regulations, including those relating to the discharge of materials into the environment, waste management, pollution prevention measures, greenhouse gas emissions, and characteristics and composition of gasoline and diesel fuels. If we violate or fail to comply with these laws and regulations, we could be fined or otherwise sanctioned. Because environmental laws and regulations are becoming more stringent and new environmental laws and regulations are continuously being enacted or proposed, such as those relating to greenhouse gas emissions and climate change (e.g., California’s AB-32 “Global Warming Solutions Act,” the U.S. House of Representatives’ “American Clean Energy and Security Act of 2009,” the U.S. Senate Committee on Environment and Public Works’ “Clean Energy Jobs and American Power Act of 2009,” initiatives and rulemaking following the EPA’s 2009 “Endangerment and Cause or Contribute Findings for Greenhouse Gases Under Section 202(a) of the Clean Air Act”), the level of expenditures required for environmental matters could increase in the future. Future legislative action and regulatory initiatives could result in changes to operating permits, additional remedial actions, material changes in operations, increased capital expenditures and operating costs, increased costs of the goods we sell, and decreased demand for our products that cannot be assessed with certainty at this time.

Some of the proposed federal “cap-and-trade” legislation would require businesses that emit greenhouse gases to buy emission credits from the government, other businesses, or through an auction process. In addition, refiners would be obligated to purchase emission credits associated with the transportation fuels (gasoline, diesel, and jet fuel) sold and consumed in the United States. As a result of such a program, we would be required to purchase emission credits for greenhouse gas emissions resulting from our own operations as well as from the fuels we sell. Although it is not possible at this time to predict the final form of a cap-and-trade bill (or whether such a bill will be passed by Congress), any new federal restrictions on greenhouse gas emissions – including a cap-and-trade program – could result in material increased compliance costs, additional operating restrictions for our business, and an increase in the cost of the products we produce, which could have a material adverse effect on our financial position, results of operations, and liquidity.

Disruption of our ability to obtain crude oil could adversely affect our operations.

A significant portion of our feedstock requirements is satisfied through supplies originating in the Middle East, Africa, Asia, North America, and South America. We are, therefore, subject to the political, geographic, and economic risks attendant to doing business with suppliers located in, and supplies originating from, those areas. If one or more of our supply contracts were terminated, or if political events disrupt our traditional crude oil supply, we believe that adequate alternative supplies of crude oil would be available, but it is possible that we would be unable to find alternative sources of supply. If we are unable to obtain adequate crude oil volumes or are able to obtain such volumes only at unfavorable prices, our results of operations could be materially adversely affected, including reduced sales volumes of refined products or reduced margins as a result of higher crude oil costs.

In addition, the U.S. government can prevent or restrict us from doing business in or with foreign countries. These restrictions, and those of foreign governments, could limit our ability to gain access to business opportunities in various countries. Actions by both the United States and foreign countries have affected our operations in the past and will continue to do so in the future.

Competitors that produce their own supply of feedstocks, have more extensive retail outlets, or have greater financial resources may have a competitive advantage.

The refining and marketing industry is highly competitive with respect to both feedstock supply and refined product markets. We compete with many companies for available supplies of crude oil and other feedstocks and for outlets for our refined products. We do not produce any of our crude oil feedstocks. Many of our competitors, however, obtain a significant portion of their feedstocks from company-owned production and some have more extensive retail outlets than we have. Competitors that have their own production or extensive retail outlets (and greater brand-name recognition) are at times able to offset losses from refining operations with profits from producing or retailing operations, and may be better positioned to withstand periods of depressed refining margins or feedstock shortages.

Some of our competitors also have materially greater financial and other resources than we have. Such competitors have a greater ability to bear the economic risks inherent in all phases of our industry. In addition, we compete with other industries that provide alternative means to satisfy the energy and fuel requirements of our industrial, commercial, and individual consumers.

A significant interruption in one or more of our refineries could adversely affect our business.

Our refineries are our principal operating assets. As a result, our operations could be subject to significant interruption if one or more of our refineries were to experience a major accident or mechanical failure, encounter work stoppages relating to organized labor issues, be damaged by severe weather or other natural or man-made disaster, such as an act of terrorism, or otherwise be forced to shut down. If any refinery were to experience an interruption in operations, earnings from the refinery could be materially adversely affected (to the extent not recoverable through insurance) because of lost production and repair costs. A significant interruption in one or more of our refineries could also lead to increased volatility in prices for crude oil feedstocks and refined products, and could increase instability in the financial and insurance markets, making it more difficult for us to access capital and to obtain insurance coverage that we consider adequate.

We maintain insurance against many, but not all, potential losses arising from operating hazards. Failure by one or more insurers to honor its coverage commitments for an insured event could materially and adversely affect our future cash flows, operating results, and financial condition.

Our refining and marketing operations are subject to various hazards common to the industry, including explosions, fires, toxic emissions, maritime hazards, and natural catastrophes. As protection against these

hazards, we maintain insurance coverage against some, but not all, such potential losses and liabilities. We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased substantially, and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, coverage for hurricane damage is very limited, and coverage for terrorism risks includes very broad exclusions. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position.

Our insurance program includes a number of insurance carriers. Disruptions in the U.S. financial markets have resulted in the deterioration in the financial condition of many financial institutions, including insurance companies. We are not currently aware of any information that would indicate that any of our insurers is unlikely to perform in the event of a covered incident. However, in light of this uncertainty and the volatile current market environment, we can make no assurances that we will be able to obtain the full amount of our insurance coverage for insured events.

Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities, including United States, state, and foreign income taxes and transactional taxes such as excise, sales/use, payroll, franchise, withholding, and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.

ENVIRONMENTAL MATTERS

We incorporate by reference into this Item the environmental disclosures contained in the following sections of this report:

	•		Item 1 under the caption “Risk Factors – Compliance with and changes in environmental laws, including proposed climate change laws and regulations, could adversely affect our performance,”

	•		Item 3 “Legal Proceedings” under the caption “Environmental Enforcement Matters,” and

	•		Item 8 “Financial Statements and Supplementary Data” in Note 24 of Notes to Consolidated Financial Statements under the caption “Environmental Matters.”

Capital Expenditures Attributable to Compliance with Environmental Regulations. In 2009, our capital expenditures attributable to compliance with environmental regulations were approximately $390 million, and are currently estimated to be approximately $795 million for 2010 and approximately $225 million for 2011. The estimates for 2010 and 2011 do not include amounts related to capital investments at our facilities that management has deemed to be strategic investments rather than expenditures relating to environmental regulatory compliance.

PROPERTIES

Our principal properties are described above under the caption “Valero’s Operations,” and that information is incorporated herein by reference. We also own feedstock and refined product storage facilities in various locations. We believe that our properties and facilities are generally adequate for our operations and that our facilities are maintained in a good state of repair. As of December 31, 2009, we were the lessee under a number of cancelable and non-cancelable leases for certain properties. Our leases are discussed more fully in Note 23 of Notes to Consolidated Financial Statements.

Our patents relating to our refining operations are not material to us as a whole. The trademarks and tradenames under which we conduct our retail and branded wholesale business – including Valero^®, Diamond Shamrock^®, Shamrock^®, Ultramar^®, Beacon^®, Corner Store^®, and Stop N Go^® – and other trademarks employed in the marketing of petroleum products are integral to our wholesale and retail marketing operations.

EXECUTIVE OFFICERS OF THE REGISTRANT


Name	Age*		Positions Held with Valero	Officer Since

William R. Klesse		63	Chief Executive Officer, President, and Chairman of the Board		2001
Kimberly S. Bowers		45	Executive Vice President and General Counsel		2003
Michael S. Ciskowski		52	Executive Vice President and Chief Financial Officer		1998
S. Eugene Edwards		53	Executive Vice President–Corporate Development and Strategic Planning		1998
Joseph W. Gorder		52	Executive Vice President–Marketing and Supply		2003
Richard J. Marcogliese		57	Executive Vice President and Chief Operating Officer		2001


		* on January 31, 2010

Mr. Klesse was elected as Valero’s Chairman of the Board in January 2007, and as Chief Executive Officer on December 31, 2005. He added the title of President in January 2008. He was Valero’s Vice-Chairman of the Board from October 31, 2005 to January 18, 2007. He previously served as Executive Vice President and Chief Operating Officer since January 2003. He served as an Executive Vice President of Valero since the date of our acquisition of Ultramar Diamond Shamrock Corporation (UDS) on December 31, 2001.

Ms. Bowers was elected Executive Vice President and General Counsel in October 2008. She previously served as Senior Vice President and General Counsel of the Company since April 2006. Before that, she was Valero’s Vice President – Legal Services from 2003 to 2006. Ms. Bowers joined Valero’s legal department in 1997.

Mr. Ciskowski was elected Executive Vice President and Chief Financial Officer in August 2003. Before that, he served as Executive Vice President – Corporate Development since April 2003, and Senior Vice President in charge of business and corporate development since 2001.

Mr. Edwards was elected Executive Vice President – Corporate Development and Strategic Planning in December 2005. He previously served as Senior Vice President since December 2001 with responsibilities for product supply, trading, and wholesale marketing. He has held several positions in the company with responsibility for planning and economics, business development, risk management, and marketing.

Mr. Gorder was elected Executive Vice President – Marketing and Supply in December 2005. He previously served as Senior Vice President – Corporate Development since August 2003. Prior to that he held several positions with Valero and UDS with responsibilities for corporate development and marketing.

Mr. Marcogliese was elected Executive Vice President and Chief Operating Officer in October 2007. He previously held the title Executive Vice President – Operations since December 2005. Prior to that he served as Senior Vice President overseeing refining operations since July 2001.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 3. LEGAL PROCEEDINGS

Litigation

For the legal proceedings listed below, we incorporate by reference into this Item our disclosures made in Part II, Item 8 of this report included in Note 25 of Notes to Consolidated Financial Statements under the caption “Litigation Matters.”

	•		MTBE Litigation

	•		Retail Fuel Temperature Litigation

	•		Rosolowski

	•		Other Litigation

Environmental Enforcement Matters

While it is not possible to predict the outcome of the following environmental proceedings, if any one or more of them were decided against us, we believe that there would be no material effect on our consolidated financial position or results of operations. We are reporting these proceedings to comply with SEC regulations, which require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or protecting the environment if we reasonably believe that such proceedings will result in monetary sanctions of $100,000 or more.

United States Environmental Protection Agency (EPA) (Paulsboro Refinery). In September 2009, the EPA issued a proposed penalty of $211,000 in connection with an alleged unit leak of chlorinated fluorocarbons at our Paulsboro Refinery. The EPA recently agreed to reduce the proposed penalty to an amount less than $100,000.

Bay Area Air Quality Management District (BAAQMD) (Benicia Refinery). We have 78 violation notices (VNs) issued by the BAAQMD from 2007 to 2009 for various alleged air regulation and air permit violations at our Benicia Refinery and asphalt plant. No penalties have been specified in these VNs. We are pursuing settlement of all VNs.

Delaware Department of Natural Resources and Environmental Control (DDNREC) (Delaware City Refinery). Our Delaware City Refinery is subject to 20 outstanding notices of violation (NOVs) issued by the DDNREC. Sixteen of the NOVs allege unauthorized air emission events at the refinery. Three NOVs allege solid waste violations. One NOV alleges violation of a wastewater permit. We are pursuing settlement of these NOVs.

DDNREC (Delaware City Refinery). Our Delaware City Refinery received a stipulated penalty demand from the DDNREC in August 2009 for $200,000, and another in October 2009 for $100,000, for our alleged failure to complete construction of a coke storage and handling system on a timely basis. We have filed dispute resolutions at the DDNREC in connection with each of these stipulated penalty demands, and we are negotiating with the DDNREC to resolve these matters. The refinery received a stipulated penalty demand in October 2009 for $250,000 for our alleged failure to timely complete construction on certain FCCU NOx controls. This penalty was paid in the fourth quarter of 2009. In January 2010, the DDNREC demanded a quarterly stipulated penalty of $250,000 for alleged excess NOx emissions during the three months from August to October of 2009 and an additional stipulated penalty demand of $250,000 for alleged excess NOx emissions from November 2009 to January 2010. Settlement discussions with the DDNREC continue on these matters.

New Jersey Department of Environmental Protection (NJDEP) (Paulsboro Refinery). In 2008, the NJDEP issued three air-related Administrative Order and Notice of Civil Administrative Penalty Assessments (Notices) to our Paulsboro Refinery that we reasonably believe may result in monetary sanctions of $100,000 or more. The Notices allege the refinery’s failure to comply with a number of air permit and regulatory requirements. The Notices propose penalties of approximately $780,000 in the aggregate. We are pursuing settlement of these Notices with the NJDEP.

NJDEP (Paulsboro Refinery). In the first quarter of 2009, the NJDEP issued two Notices to our Paulsboro Refinery. The first alleges excess air emissions at the refinery for the third quarter of 2008, and assesses a penalty of $338,800. The other assesses a penalty of $278,800 relating to alleged Title V permit deviations. We are pursuing settlement of these Notices.

NJDEP (Paulsboro Refinery). In March 2009 and August 2009, the NJDEP issued Notices to our Paulsboro Refinery. The first Notice relates to an FCC stack test conducted in 2007. The second Notice relates to an FCC stack test conducted in February 2009. The Notices assess penalties of $40,000 and $285,000, respectively, and direct the refinery to either perform a new stack test or submit an application to modify the permit limits. We have commenced discussions with the NJDEP to resolve this matter, and we continue to work with the NJDEP on additional stack testing. Appeals and requests for a stay on both Notices have been filed. The stay on the first Notice has been granted, and the request for stay on the second Notice has yet to be ruled on.

People of the State of Illinois, ex rel. v. The Premcor Refining Group Inc., et al., Third Judicial Circuit Court, Madison County (Case No. 03-CH-00459, filed May 29, 2003) (Hartford Refinery and terminal). The Illinois Environmental Protection Agency has issued several NOVs alleging violations of air and waste regulations at Premcor’s Hartford, Illinois terminal and closed refinery. We are negotiating the terms of a consent order for corrective action.

South Coast Air Quality Management District (SCAQMD) (Wilmington Refinery). We have 29 outstanding NOVs issued by the SCAQMD from 2008 to 2009 for various alleged air regulation and air permit violations at our Wilmington Refinery and asphalt plant. No penalties have been specified in these NOVs. We are pursuing settlement of all NOVs.

State of Ohio, Office of the Attorney General, Environmental Enforcement (The Premcor Refining Group Inc. former Clark Retail Enterprises, Inc. retail sites). In June 2008, the Attorney General’s office of the State of Ohio issued a penalty demand of $11,133,000 to our wholly owned subsidiary, The Premcor Refining Group Inc., for alleged environmental violations arising from a predecessor’s operation or ownership of underground storage tanks at several sites. We are in settlement discussions with the Ohio Attorney General to resolve this matter. Negotiations continue to finalize a consent order.

Texas Commission on Environmental Quality (TCEQ) (Corpus Christi West Refinery). In the second quarter of 2009, the TCEQ issued a notice of enforcement (NOE) to our Corpus Christi West Refinery. The NOE alleges excess air emissions relating to two cooling tower leaks that occurred in 2008. The penalty demanded in the TCEQ’s Preliminary Report and Petition was $1,100,424. On July 27, 2009, we filed a response and request for hearing on this matter. Settlement discussions continue on this matter.

TCEQ (Corpus Christi West Refinery). We are also negotiating with the TCEQ regarding a collection of enforcement actions pertaining to our Corpus Christi West Refinery having a potential total penalty of $337,809. These actions collectively allege excess air emissions, reporting errors, unauthorized tank emissions, and waste violations. Settlement discussions continue for these matters.

TCEQ (McKee Refinery). In August 2009, our McKee Refinery received an agreed order from the TCEQ with a proposed administrative penalty of $469,251 for a number of self-reported Title V permit deviations that occurred in 2008 and several emission events that occurred in 2009. We have commenced discussions with the TCEQ to resolve this matter.

TCEQ (Port Arthur Refinery). In October 2009, our Port Arthur Refinery received a proposed Agreed Order from the TCEQ for $155,825 relating to alleged multiple emissions events in 2008 and early 2009. We are reviewing the proposed order and evaluating our options for response.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the New York Stock Exchange under the symbol “VLO.”

As of January 29, 2010, there were 6,728 holders of record of our common stock.

The following table shows the high and low sales prices of and dividends declared on our common stock for each quarter of 2009 and 2008.


	Sales Prices of the				Dividends
	Common Stock				Per
Quarter Ended	High		Low		Common Share

2009:
December 31	$	20.67	$	15.89	$	0.15
September 30		20.50		15.57		0.15
June 30		23.30		16.03		0.15
March 31		25.85		16.24		0.15

2008:
December 31	$	30.36	$	13.94	$	0.15
September 30		40.74		28.20		0.15
June 30		55.00		39.20		0.15
March 31		71.12		44.94		0.12

On January 26, 2010, our board of directors declared a quarterly cash dividend of $0.05 per common share payable March 17, 2010 to holders of record at the close of business on February 17, 2010.

Dividends are considered quarterly by the board of directors and may be paid only when approved by the board.

The following table discloses purchases of shares of Valero’s common stock made by us or on our behalf during the fourth quarter of 2009.

Period

Total

Average

Total Number of

Approximate Dollar

Number of

Price

Shares Not

Shares Purchased

Value of Shares that

Paid per

Purchased as Part

as Part of

May Yet Be Purchased

Purchased

of Publicly

Publicly

Under the Plans or

Announced Plans

Programs (2)

or Programs (1)

or Programs

October 2009

147,075

20.12

147,075

–

$ 3.46 billion

November 2009

8,147

19.45

8,147

–

$ 3.46 billion

December 2009

3,723

16.67

3,723

–

$ 3.46 billion

Total

158,945

20.00

158,945

–

$ 3.46 billion


(1)		The shares reported in this column represent purchases settled in the fourth quarter of 2009 relating to (a) our purchases of shares in open-market transactions to meet our obligations under employee benefit plans, and (b) our purchases of shares from our employees and non-employee directors in connection with the exercise of stock options, the vesting of restricted stock, and other stock compensation transactions in accordance with the terms of our incentive compensation plans.


(2)		On April 26, 2007, we publicly announced an increase in our common stock purchase program from $2 billion to $6 billion, as authorized by our board of directors on April 25, 2007. The $6 billion common stock purchase program has no expiration date. On February 28, 2008, we announced that our board of directors approved a $3 billion common stock purchase program, which is in addition to the $6 billion program. This $3 billion program has no expiration date. Our stock purchase programs are more fully described in Note 14 of Notes to Consolidated Financial Statements, and we hereby incorporate by reference into this Item our disclosures made in Note 14.

The following Performance Graph is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of Valero’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, respectively.

This Performance Graph and the related textual information are based on historical data and are not indicative of future performance.

The following line graph compares the cumulative total return* on an investment in our common stock against the cumulative total return of the S&P 500 Composite Index and an index of peer companies (selected by us) for the five-year period commencing December 31, 2004 and ending December 31, 2009. Our Peer Group consists of the following 13 companies that are engaged in domestic refining operations: Alon USA Energy, Inc., Chevron Corporation, ConocoPhillips, CVR Energy, Inc., Exxon Mobil Corporation, Frontier Oil Corporation, Hess Corporation, Holly Corporation, Marathon Oil Corporation, Murphy Oil Corporation, Sunoco, Inc., Tesoro Corporation, and Western Refining, Inc.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Valero Energy Corporation, The S&P 500 Index
And A Peer Group


	12/2004		12/2005		12/2006		12/2007		12/2008		12/2009

Valero Common Stock	$	100	$	228.46	$	227.72	$	314.03	$	98.77	$	78.79
S&P 500		100		104.91		121.48		128.16		80.74		102.11
Peer Group		100		118.39		159.53		204.20		157.45		150.50


*		Assumes that an investment in Valero common stock and each index was $100 on December 31, 2004. “Cumulative total return” is based on share price appreciation plus reinvestment of dividends from December 31, 2004 through December 31, 2009.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data for the five-year period ended December 31, 2009 was derived from our audited consolidated financial statements. The following table should be read together with the historical consolidated financial statements and accompanying notes included in Item 8, “Financial Statements and Supplementary Data,” and with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The following summaries are in millions of dollars except for per share amounts:


	Year Ended December 31,
	2009 (a) (b)			2008 (a)			2007 (a) (c)		2006 (a) (c)		2005 (a) (c) (d)
Operating revenues (e)	$	68,144		$	113,136		$	89,987	$	82,556	$	78,856

Operating income (loss)		(58	)		761			6,630		7,347		5,207

Income (loss) from continuing operations		(352	)		(1,012	)		4,377		5,029		3,429

Earnings (loss) per common share from continuing operations - assuming dilution (f)		(0.65	)		(1.93	)		7.40		7.95		5.83

Dividends per common share		0.60			0.57			0.48		0.30		0.19

Property, plant and equipment, net		23,012			21,421			19,920		18,389		16,090

Goodwill		–			–			3,965		4,039		4,777

Total assets		35,629			34,417			42,722		37,753		32,798

Debt and capital lease obligations (less current portion)		7,163			6,264			6,470		4,619		5,156

Stockholders’ equity		14,725			15,620			18,507		18,605		15,050


(a)		The information presented in this table for all years excludes the results of operations related to the Delaware City Refinery, which have been reclassified as discontinued operations due to the shutdown of that facility on November 20, 2009. In addition, the assets related to the Delaware City Refinery have been reclassified as assets related to discontinued operations for all years presented herein, and as a result, the property, plant and equipment and goodwill amounts reflected herein have changed from the amounts presented in our annual report on Form 10-K for the year ended December 31, 2008.

(b)		The information presented for 2009 includes the operations related to certain ethanol plants acquired from VeraSun Energy Corporation (VeraSun, with the acquisition referred to as the VeraSun Acquisition) during 2009. On April 1, 2009, we closed on the acquisition of ethanol plants located in Charles City, Fort Dodge, and Hartley, Iowa; Aurora, South Dakota; and Welcome, Minnesota; and through subsequent closings on April 9, 2009 and May 8, 2009, we acquired ethanol plants in Albert City, Iowa and Albion, Nebraska.

(c)		Effective July 1, 2007, we sold our Lima Refinery to Husky Refining Company. The results of operations of the Lima Refinery are reported as discontinued operations in the consolidated statements of income for the years ended December 31, 2007, 2006, and 2005 and therefore are not included in the statement of income information presented in this table, and the property, plant and equipment and goodwill amounts as of December 31, 2006 and 2005 do not include amounts applicable to the Lima Refinery.

(d)		Includes the operations related to the acquisition of Premcor Inc. beginning September 1, 2005.

(e)		Operating revenues reported for 2005 include approximately $7.8 billion related to crude oil buy/sell arrangements.


(f)		For the years ended December 31, 2009 and 2008, the loss per common share amounts were calculated using basic weighted average shares outstanding as the effect of including common stock equivalents would have been anti-dilutive.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following review of our results of operations and financial condition should be read in conjunction with Items 1, 1A and 2, “Business, Risk Factors and Properties,” and Item 8, “Financial Statements and Supplementary Data,” included in this report. In the discussions that follow, per-share amounts include the effect of common equivalent shares for periods reflecting income from continuing operations and exclude the effect of common equivalent shares for periods reflecting a loss from continuing operations.

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

This report, including without limitation our disclosures below under the heading “Results of Operations – 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,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “could,” “should,” “may,” and similar expressions.

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

	•		future refining margins, including gasoline and distillate margins;

	•		future retail margins, including gasoline, diesel, home heating oil, and convenience store merchandise margins;

	•		future ethanol margins and the effect of the acquisition of certain ethanol plants on our results of operations;

	•		expectations regarding feedstock costs, including crude oil differentials, and operating expenses;

	•		anticipated levels of crude oil and refined product inventories;

	•		our anticipated level of capital investments, including deferred refinery turnaround and catalyst costs and capital expenditures for environmental and other purposes, 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 products in the United States, Canada, and elsewhere;

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

	•		the effect of general economic and other conditions on refining industry fundamentals.

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

	•		acts of terrorism aimed at either our facilities or other facilities that could impair our ability to produce or transport refined products or receive feedstocks;

	•		political and economic conditions in nations that consume refined products, including the United States, and in crude oil producing regions, including the Middle East and South America;

	•		domestic and foreign demand for, and supplies of, refined products such as gasoline, diesel fuel, jet fuel, home heating oil, and petrochemicals;

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

	•		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;

	•		the actions taken by competitors, including both pricing and adjustments to refining capacity in response to market conditions;

	•		environmental, tax, and other regulations at the municipal, state, and federal levels and in foreign countries;

	•		the level of foreign imports of refined products;

	•		accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, or equipment, or those of our suppliers or customers;

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

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

	•		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;

	•		ethanol margins may be lower than expected;

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

	•		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 federal, state, municipal, or foreign legislation or rulemakings, 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 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 Items 1, 1A and 2, “Business, Risk Factors and Properties” in this report.

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

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of 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.

OVERVIEW

In this overview, we describe some of the primary factors that we believe affected our results of operations during the year ended December 31, 2009. We reported a loss from continuing operations of $352 million, or $0.65 per share, for the year ended December 31, 2009 compared to a loss from continuing operations of $1.0 billion, or $1.93 per share, for the year ended December 31, 2008. The results of continuing operations for 2009 were unfavorably impacted by asset impairment losses of $230 million ($150 million after tax), which are discussed further below, as well as a $140 million loss contingency accrual (including interest) related to our dispute of a turnover tax on export sales and other tax matters involving the Government of Aruba. The 2008 results included a before-tax and after-tax loss of $4.0 billion resulting from the impairment of goodwill, which is further discussed in Note 3 of Notes to Consolidated Financial Statements. In addition, 2008 results included $86 million of pre-tax asset impairment losses ($56 million after tax) and a $305 million pre-tax gain ($170 million after tax) on the sale of our Krotz Springs Refinery.

In November 2009, we announced the permanent shutdown of our Delaware City Refinery due to financial losses caused by poor economic conditions, significant capital spending requirements, and high operating costs. As a result of the shutdown, we recorded a pre-tax loss of $1.9 billion, which is discussed in Note 2 of Notes to Consolidated Financial Statements. The results of operations of the Delaware City Refinery, which include this loss and other asset impairment losses, are reflected as discontinued operations in the consolidated statements of income for all periods presented.

Due to the impact of the continuing economic slowdown on refining industry fundamentals during 2009, we continued to assess our refining segment assets for potential impairment. This evaluation included an assessment of our operating assets as well as an evaluation of our capital projects classified as “construction in progress.” As a result of this analysis, certain capital projects were permanently cancelled, resulting in pre-tax write-offs of $230 million of project costs relating to continuing operations for the year ended December 31, 2009. Additionally during 2009, we wrote off pre-tax project costs of $178 million related to our Delaware City Refinery, which are reported in discontinued operations as discussed above.

Also due to these poor industry conditions, in June 2009, we announced our plan to shut down the Aruba Refinery temporarily as narrow heavy sour crude oil differentials made the refinery uneconomical to operate. The Aruba Refinery was shut down in July 2009 and is expected to continue to be shut down until market conditions improve.

Our profitability from our operations is substantially determined by the spread between the price of refined products and the price of crude oil, referred to as the “refined product margin.” The economic slowdown that existed throughout 2009 caused a continuing weakness in demand for refined products, which put pressure on refined product margins during 2009. This reduced demand, combined with increased inventory levels, caused a significant decline in diesel and jet fuel margins during 2009 compared to 2008. However, gasoline margins improved in 2009 compared to 2008. In addition, lower costs of crude oil and other feedstocks significantly improved margins on certain secondary products, such as asphalt, fuel oils, and petroleum coke, during 2009 compared to 2008.

Because more than 60% of our total crude oil throughput generally consists of sour crude oil and acidic sweet crude oil feedstocks that historically have been purchased at prices less than sweet crude oil, our profitability is also significantly affected by the spread between sweet crude oil and sour crude oil prices, referred to as the “sour crude oil differential.” Sour crude oil differentials for the year ended December 31, 2009 were substantially lower than the 2008 differentials. We believe that this decline in sour crude oil differentials was partially caused by a reduction in sour crude oil production by OPEC and

other producers, which reduced the supply of sour crude oil and increased the price of sour crude oils relative to sweet crude oils. In addition, high prices of residual fuel oil relative to sweet crude oil prices caused a significant reduction in discounts realized on residual fuel oil that we processed during 2009. These higher residual fuel oil prices also contributed to the decrease in sour crude oil differentials because sour crude oil competes with residual fuel oil as a refinery feedstock.

In March 2009, we issued $750 million of 10-year notes and $250 million of 30-year notes. Proceeds from these notes were used to make $209 million of scheduled debt payments in April 2009, fund our acquisition of certain ethanol plants from VeraSun, and maintain our capital investment program.

In April and May of 2009, we acquired seven ethanol plants and a site under development from VeraSun for $477 million, plus $79 million primarily for inventory and certain other working capital. The new ethanol business reported $165 million of operating income for the year ended December 31, 2009.

In June 2009, we sold in a public offering 46 million shares of our common stock at a price of $18.00 per share and received proceeds, net of underwriting discounts and commissions and other issuance costs, of $799 million.

RESULTS OF OPERATIONS

2009 Compared to 2008

Financial Highlights
(millions of dollars, except per share amounts)


	Year Ended December 31,
	2009 (a) (b)			2008 (b) (c)			Change

Operating revenues	$	68,144		$	113,136		$	(44,992	)


Costs and expenses:
Cost of sales		61,959			101,830			(39,871	)
Operating expenses		3,311			4,046			(735	)
Retail selling expenses		702			768			(66	)
General and administrative expenses		572			559			13
Depreciation and amortization expense:
Refining		1,261			1,214			47
Retail		101			105			(4	)
Ethanol		18			–			18
Corporate		48			44			4
Asset impairment loss (d)		230			86			144
Gain on sale of Krotz Springs Refinery (c)		–			(305	)		305
Goodwill impairment loss (e)		–			4,028			(4,028	)

Total costs and expenses		68,202			112,375			(44,173	)


Operating income (loss)		(58	)		761			(819	)
Other income, net		17			113			(96	)
Interest and debt expense:
Incurred		(520	)		(451	)		(69	)
Capitalized		112			104			8


Income (loss) from continuing operations before income tax expense (benefit)		(449	)		527			(976	)
Income tax expense (benefit)		(97	)		1,539			(1,636	)


Loss from continuing operations		(352	)		(1,012	)		660
Loss from discontinued operations, net of income taxes (b)		(1,630	)		(119	)		(1,511	)


Net loss	$	(1,982	)	$	(1,131	)	$	(851	)


Loss per common share – assuming dilution:
Continuing operations	$	(0.65	)	$	(1.93	)	$	1.28
Discontinued operations		(3.02	)		(0.23	)		(2.79	)

Total	$	(3.67	)	$	(2.16	)	$	(1.51	)


See the footnote references on pages 34 and 35.

Operating Highlights
(millions of dollars, except per barrel and per gallon amounts)


	Year Ended December 31,
	2009			2008			Change

Refining (b) (c):
Operating income (d) (e) (i)	$	105		$	995		$	(890	)
Throughput margin per barrel (e) (f) (i)	$	5.85		$	11.10		$	(5.25	)
Operating costs per barrel (d):
Refining operating expenses	$	3.79		$	4.46		$	(0.67	)
Depreciation and amortization		1.52			1.34			0.18

Total operating costs per barrel	$	5.31		$	5.80		$	(0.49	)


Throughput volumes (thousand barrels per day):
Feedstocks:
Heavy sour crude		458			588			(130	)
Medium/light sour crude		516			586			(70	)
Acidic sweet crude		65			79			(14	)
Sweet crude		632			604			28
Residuals		171			197			(26	)
Other feedstocks		153			140			13

Total feedstocks		1,995			2,194			(199	)
Blendstocks and other		277			283			(6	)

Total throughput volumes		2,272			2,477			(205	)


Yields (thousand barrels per day):
Gasolines and blendstocks		1,101			1,102			(1	)
Distillates		748			871			(123	)
Petrochemicals		68			70			(2	)
Other products (g)		364			436			(72	)

Total yields		2,281			2,479			(198	)


Retail – U.S.:
Operating income	$	170		$	260		$	(90	)
Company-operated fuel sites (average)		999			973			26
Fuel volumes (gallons per day per site)		4,983			5,000			(17	)
Fuel margin per gallon	$	0.154		$	0.229		$	(0.075	)
Merchandise sales	$	1,171		$	1,097		$	74
Merchandise margin (percentage of sales)		28.9	%		29.9	%		(1.0	%)
Margin on miscellaneous sales	$	87		$	99		$	(12	)
Retail selling expenses	$	464		$	505		$	(41	)
Depreciation and amortization expense	$	70		$	70		$	–

Retail – Canada:
Operating income	$	123		$	109		$	14
Fuel volumes (thousand gallons per day)		3,159			3,193			(34	)
Fuel margin per gallon	$	0.260		$	0.268		$	(0.008	)
Merchandise sales	$	201		$	200		$	1
Merchandise margin (percentage of sales)		29.0	%		28.5	%		0.5	%
Margin on miscellaneous sales	$	33		$	36		$	(3	)
Retail selling expenses	$	238		$	263		$	(25	)
Depreciation and amortization expense	$	31		$	35		$	(4	)


See the footnote references on pages 34 and 35.

Operating Highlights (continued)
(millions of dollars, except per gallon amounts)


	Year Ended December 31,
	2009		2008		Change

Ethanol (a):
Operating income	$	165		N/A	$	165
Ethanol production (thousand gallons per day)		1,479		N/A		1,479
Gross margin per gallon of ethanol production	$	0.65		N/A	$	0.65
Operating costs per gallon of ethanol production:
Ethanol operating expenses	$	0.31		N/A	$	0.31
Depreciation and amortization		0.03		N/A		0.03

Total operating costs per gallon of ethanol production	$	0.34		N/A	$	0.34


See the footnote references on pages 34 and 35.

Refining Operating Highlights by Region (h)
(millions of dollars, except per barrel amounts)


	Year Ended December 31,
	2009			2008			Change

Gulf Coast (c):
Operating income (loss)	$	(56	)	$	3,267		$	(3,323	)
Throughput volumes (thousand barrels per day)		1,274			1,404			(130	)
Throughput margin per barrel (f) (i)	$	5.13		$	11.57		$	(6.44	)
Operating costs per barrel (d):
Refining operating expenses	$	3.71		$	4.50		$	(0.79	)
Depreciation and amortization		1.54			1.30			0.24

Total operating costs per barrel	$	5.25		$	5.80		$	(0.55	)


Mid-Continent:
Operating income	$	189		$	580		$	(391	)
Throughput volumes (thousand barrels per day)		387			423			(36	)
Throughput margin per barrel (f)	$	6.52		$	9.27		$	(2.75	)
Operating costs per barrel (d):
Refining operating expenses	$	3.66		$	4.24		$	(0.58	)
Depreciation and amortization		1.53			1.29			0.24

Total operating costs per barrel	$	5.19		$	5.53		$	(0.34	)


Northeast (b):
Operating income	$	63		$	887		$	(824	)
Throughput volumes (thousand barrels per day)		344			374			(30	)
Throughput margin per barrel (f)	$	5.18		$	11.60		$	(6.42	)
Operating costs per barrel (d):
Refining operating expenses	$	3.40		$	3.91		$	(0.51	)
Depreciation and amortization		1.28			1.21			0.07

Total operating costs per barrel	$	4.68		$	5.12		$	(0.44	)


West Coast:
Operating income	$	252		$	375		$	(123	)
Throughput volumes (thousand barrels per day)		267			276			(9	)
Throughput margin per barrel (f)	$	9.16		$	10.84		$	(1.68	)
Operating costs per barrel (d):
Refining operating expenses	$	4.83		$	5.36		$	(0.53	)
Depreciation and amortization		1.74			1.77			(0.03	)

Total operating costs per barrel	$	6.57		$	7.13		$	(0.56	)


Operating income for regions above	$	448		$	5,109		$	(4,661	)
Asset impairment loss applicable to refining (d)		(229	)		(86	)		(143	)
Loss contingency accrual related to Aruban tax matter (i)		(114	)		–			(114	)
Goodwill impairment loss (e)		–			(4,028	)		4,028

Total refining operating income	$	105		$	995		$	(890	)


See the footnote references on pages 34 and 35.

Average Market Reference Prices and Differentials (j)
(dollars per barrel, except as noted)


	Year Ended December 31,
	2009			2008			Change

Feedstocks:
West Texas Intermediate (WTI) crude oil	$	61.69		$	99.56		$	(37.87	)
WTI less sour crude oil at U.S. Gulf Coast (k)		1.69			5.20			(3.51	)
WTI less Mars crude oil		1.36			6.13			(4.77	)
WTI less Maya crude oil		5.19			15.71			(10.52	)

Products:
U.S. Gulf Coast:
Conventional 87 gasoline less WTI		7.61			4.85			2.76
No. 2 fuel oil less WTI		6.22			18.35			(12.13	)
Ultra-low-sulfur diesel less WTI		8.02			22.96			(14.94	)
Propylene less WTI		(1.31	)		(3.69	)		2.38
U.S. Mid-Continent:
Conventional 87 gasoline less WTI		8.01			4.46			3.55
Low-sulfur diesel less WTI		8.26			24.12			(15.86	)
U.S. Northeast:
Conventional 87 gasoline less WTI		7.99			3.22			4.77
No. 2 fuel oil less WTI		7.37			20.23			(12.86	)
Lube oils less WTI		37.30			68.79			(31.49	)
U.S. West Coast:
CARBOB 87 gasoline less WTI		15.75			9.93			5.82
CARB diesel less WTI		9.86			22.59			(12.73	)
New York Harbor corn crush (dollars per gallon)		0.47			0.42			0.05


The following notes relate to references on pages 30 through 34.

(a)		The information presented for 2009 includes the operations related to certain ethanol plants acquired from VeraSun during 2009. On April 1, 2009, we closed on the acquisition of ethanol plants located in Charles City, Fort Dodge, and Hartley, Iowa; Aurora, South Dakota; and Welcome, Minnesota; and through subsequent closings on April 9, 2009 and May 8, 2009, we acquired ethanol plants in Albert City, Iowa and Albion, Nebraska. The ethanol production volumes reflected for the year ended December 31, 2009 are based on 365 calendar days rather than the actual daily production, which varied by facility.

(b)		Due to the permanent shutdown of our Delaware City Refinery during the fourth quarter of 2009, the results of operations of the Delaware City Refinery, as well as costs associated with the shutdown, are reported as discontinued operations for 2009 and 2008, and all refining operating highlights, both consolidated and for the Northeast Region, exclude the Delaware City Refinery for both years.

(c)		Effective July 1, 2008, we sold our Krotz Springs Refinery to Alon Refining Krotz Springs, Inc. (Alon). The nature and significance of our post-closing participation in an offtake agreement with Alon represents a continuation of activities with the Krotz Springs Refinery for accounting purposes, and as such the results of operations related to the Krotz Springs Refinery have not been presented as discontinued operations, and all refining operating highlights, both consolidated and for the Gulf Coast region, include the Krotz Springs Refinery for the year ended December 31, 2008. The pre-tax gain of $305 million on the sale of the Krotz Springs Refinery is included in the Gulf Coast operating income for the year ended December 31, 2008 but is excluded from the per-barrel operating highlights.

(d)		The asset impairment loss for 2009 relates primarily to the permanent cancellation of certain capital projects classified as “construction in progress” as a result of the unfavorable impact of the continuing economic slowdown on refining industry fundamentals. Losses resulting from the permanent cancellation of certain capital projects in 2008 have been reclassified from operating expenses and presented separately for comparability with the 2009 presentation. The asset impairment loss amounts are included in the refining segment operating income but are excluded from the regional operating income amounts and the consolidated and regional operating costs per barrel, resulting in an adjustment to the operating costs per barrel previously reported in 2008.

(e)		Upon applying the goodwill impairment testing criteria under existing accounting rules during the fourth quarter of 2008, we determined that the goodwill in all four of our refining segment reporting units was impaired, which resulted in a pre-tax and


		after-tax goodwill impairment loss of $4.0 billion related to continuing operations. This goodwill impairment loss is included in the refining segment operating income but is excluded from the consolidated and regional throughput margins per barrel and the regional operating income amounts presented for the year ended December 31, 2008 in order to make that information comparable between periods.

(f)		Throughput margin per barrel represents operating revenues less cost of sales divided by throughput volumes.

(g)		Other products primarily include gas oils, No. 6 fuel oil, petroleum coke, and asphalt.

(h)		The regions reflected herein contain the following refineries: the Gulf Coast refining region includes the Corpus Christi East, Corpus Christi West, Texas City, Houston, Three Rivers, Krotz Springs (for periods prior to its sale effective July 1, 2008), St. Charles, Aruba, and Port Arthur Refineries; the Mid-Continent refining region includes the McKee, Ardmore, and Memphis Refineries; the Northeast refining region includes the Quebec City and Paulsboro Refineries; and the West Coast refining region includes the Benicia and Wilmington Refineries.

(i)		A loss contingency accrual of $140 million, including interest, was recorded in the third quarter of 2009 related to our dispute with the Government of Aruba regarding a turnover tax on export sales as well as other tax matters. The portion of the loss contingency accrual that relates to the turnover tax of $114 million was recorded in cost of sales for the year ended December 31, 2009, and therefore is included in refining operating income (loss) but has been excluded in determining throughput margin per barrel.

(j)		The average market reference prices and differentials, with the exception of the propylene and lube oil differentials and the corn crush, are based on posted prices from Platts Oilgram. The propylene differential is based on posted propylene prices in Chemical Market Associates, Inc. and the lube oil differential is based on Exxon Mobil Corporation postings provided by Independent Commodity Information Services – London Oil Reports. The corn crush represents the posted New York Harbor ethanol price from Oil Price Information Services less the posted corn price from the Chicago Board of Trade and assumes a yield of 2.75 gallons of ethanol per bushel of corn. The average market reference prices and differentials are presented to provide users of the consolidated financial statements with economic indicators that significantly affect our operations and profitability.

(k)		The market reference differential for sour crude oil is based on 50% Arab Medium and 50% Arab Light posted prices.

General

Operating revenues decreased 40% for the year ended December 31, 2009 compared to the year ended December 31, 2008 primarily as a result of lower average refined product prices between the two periods. Operating income declined $819 million for the year ended December 31, 2009 compared to the amount for the year ended December 31, 2008 primarily due to an $890 million decrease in refining segment operating income discussed below. Despite the decline in operating income, our income from continuing operations increased from 2008 to 2009 due to a $1.6 billion reduction in income tax expense, largely attributable to the nondeductibility of almost all of the goodwill impairment loss that is included in the 2008 operating income, as discussed further below.

Refining

Operating income for our refining segment decreased from $995 million for the year ended December 31, 2008 to $105 million for the year ended December 31, 2009. The decrease in operating income was attributable primarily to a $305 million gain on the sale of the Krotz Springs Refinery in the third quarter of 2008 (as further discussed in Note 2 of Notes to Consolidated Financial Statements), a $143 million increase in asset impairment losses (as further discussed in Note 3 of Notes to Consolidated Financial Statements), a $114 million loss contingency accrual in 2009 related to our dispute of a turnover tax on export sales in Aruba (as further discussed in Note 23 of Notes to Consolidated Financial Statements), a 47% decrease in throughput margin per barrel, and an 8% decline in throughput volumes. These decreases were partially offset by a $4.0 billion goodwill impairment loss recorded in the fourth quarter of 2008 (as further discussed in Note 3 of Notes to Consolidated Financial Statements) and a 16% decrease in refining operating expenses (including depreciation and amortization expense).

Total refining throughput margins for 2009 compared to 2008 were impacted by the following factors:

•

Distillate margins in 2009 decreased significantly in all of our refining regions from the margins in 2008. The decrease in distillate margins was primarily due to increased inventory levels and reduced demand attributable to the global slowdown in economic activity.

	•		Sour crude oil and residual fuel oil feedstock differentials to WTI crude oil during 2009 declined significantly compared to the differentials in 2008. The unfavorable sour crude oil differentials were attributable mainly to reduced production of sour crude oil by OPEC and other producers as well as high relative prices for residual fuel oil with which sour crude oil competes as a refinery feedstock.

	•		Gasoline margins increased in all of our refining regions in 2009 compared to 2008 primarily due to a better balance of supply and demand.

	•		Margins on various secondary refined products such as asphalt, fuel oils, and petroleum coke improved significantly from 2008 to 2009 as prices for these products did not decrease in proportion to the large decrease in the costs of the feedstocks used to produce them. The price of WTI crude oil declined by approximately $38 per barrel, or 38%, from the year ended December 31, 2008 to the year ended December 31, 2009.

	•		Throughput margin for 2008 included approximately $100 million related to the McKee Refinery business interruption insurance settlement discussed in Note 23 of Notes to Consolidated Financial Statements.

	•		Throughput volumes decreased 205,000 barrels per day during 2009 compared to 2008 primarily due to (i) the temporary shutdown of our Aruba Refinery commencing in July 2009, (ii) the sale of our Krotz Springs Refinery in July 2008, (iii) unplanned downtime at our St. Charles Refinery, (iv) planned downtime for maintenance at our Corpus Christi West, Texas City, Paulsboro, and Three Rivers Refineries, and (v) economic decisions to reduce throughput at certain of our refineries as a result of unfavorable market conditions.

Refining operating expenses, excluding depreciation and amortization expense, were 22% lower for the year ended December 31, 2009 compared to the year ended December 31, 2008 primarily due to a decrease in energy costs, lower maintenance expenses, a reduction in sales and use taxes, and $43 million of operating expenses related to the Krotz Springs Refinery prior to its sale effective July 1, 2008. Refining depreciation and amortization expense increased 4% from the year ended December 31, 2008 to the year ended December 31, 2009 primarily due to the completion of new capital projects and increased turnaround and catalyst amortization.

Retail

Retail operating income was $293 million for the year ended December 31, 2009 compared to $369 million for the year ended December 31, 2008. This 21% decrease was primarily due to decreased retail fuel margins, partially offset by lower selling expenses, in our U.S. retail operations.

Ethanol

Ethanol operating income was $165 million for the year ended December 31, 2009, which represents the operations of the seven ethanol plants acquired in the VeraSun Acquisition subsequent to their acquisition in the second quarter of 2009, as described in Note 2 of Notes to Consolidated Financial Statements.

Corporate Expenses and Other

General and administrative expenses, including depreciation and amortization expense, increased $17 million for the year ended December 31, 2009 compared to the year ended December 31, 2008 mainly due to increases in litigation costs, severance expenses, and acquisition costs, partially offset by reductions in environmental costs and professional fees.

Other income for the year ended December 31, 2009 decreased from the year ended December 31, 2008 primarily due to a $128 million unfavorable change in fair value adjustments related to the Alon earn-out agreement and associated derivative instruments (as discussed in Notes 2, 17, and 18 of Notes to Consolidated Financial Statements), reduced interest income resulting from lower cash balances and interest rates, and the nonrecurrence of a $14 million gain recognized in 2008 on the redemption of our 9.5% senior notes as discussed in Note 12 of Notes to Consolidated Financial Statements. These decreases were partially offset by a $55 million increase in the fair value of certain nonqualified benefit plan assets and $27 million of income in 2009 resulting from the reversal of an accrual for potential payments related to the UDS Acquisition due to the expiration of the statute of limitations.

Interest and debt expense increased mainly due to interest incurred on $1 billion of debt issued in March 2009.

Income tax expense decreased $1.6 billion from $1.5 billion of expense in 2008 to a $97 million benefit in 2009 mainly as a result of lower operating income in 2009 and the nondeductibility of almost all of the $4.0 billion goodwill impairment loss included in the 2008 results of operations, as discussed above. Excluding the effect of the goodwill impairment loss on the effective tax rate for 2008, our 2009 effective tax rate was lower than 2008 primarily due to a higher percentage of the pre-tax loss being attributable to the Aruba Refinery in 2009, the profits or losses of which are not taxed through December 31, 2010.

“Loss from discontinued operations, net of income taxes” increased $1.5 billion from the year ended December 31, 2008 to the year ended December 31, 2009 primarily due to the after-tax effect of the following changes in the results of operations related to the Delaware City Refinery: (i) a $1.9 billion loss related to the permanent shutdown of the Delaware City Refinery in the fourth quarter of 2009, (ii) a $360 million increase in asset impairment losses, and (iii) a $260 million increase in operating losses. The shutdown of the Delaware City Refinery is discussed in Note 2 of Notes to Consolidated Financial Statements.

2008 Compared to 2007

Financial Highlights
(millions of dollars, except per share amounts)


	Year Ended December 31,
	2008 (a) (b)			2007 (a) (b) (c)			Change

Operating revenues	$	113,136		$	89,987		$	23,149


Costs and expenses:
Cost of sales		101,830			77,059			24,771
Operating expenses		4,046			3,666			380
Retail selling expenses		768			750			18
General and administrative expenses		559			638			(79	)
Depreciation and amortization expense:
Refining		1,214			1,106			108
Retail		105			90			15
Corporate		44			48			(4	)
Asset impairment loss (d)		86			–			86
Gain on sale of Krotz Springs Refinery (b)		(305	)		–			(305	)
Goodwill impairment loss (e)		4,028			–			4,028

Total costs and expenses		112,375			83,357			29,018


Operating income		761			6,630			(5,869	)
Other income, net		113			167			(54	)
Interest and debt expense:
Incurred		(451	)		(466	)		15
Capitalized		104			105			(1	)


Income from continuing operations before income tax expense		527			6,436			(5,909	)
Income tax expense		1,539			2,059			(520	)


Income (loss) from continuing operations		(1,012	)		4,377			(5,389	)
Income (loss) from discontinued operations, net of income taxes (a) (c)		(119	)		857			(976	)


Net income (loss)	$	(1,131	)	$	5,234		$	(6,365	)


Earnings (loss) per common share – assuming dilution:
Continuing operations	$	(1.93	)	$	7.40		$	(9.33	)
Discontinued operations		(0.23	)		1.48			(1.71	)

Total	$	(2.16	)	$	8.88		$	(11.04	)


See the footnote references on pages 41 and 42.

Operating Highlights
(millions of dollars, except per barrel and per gallon amounts)


	Year Ended December 31,
	2008			2007			Change

Refining (a) (b) (c):
Operating income (d) (e)	$	995		$	7,067		$	(6,072	)
Throughput margin per barrel (e) (f)	$	11.10		$	12.44		$	(1.34	)
Operating costs per barrel (d):
Refining operating expenses	$	4.46		$	3.85		$	0.61
Depreciation and amortization		1.34			1.17			0.17

Total operating costs per barrel	$	5.80		$	5.02		$	0.78


Throughput volumes (thousand barrels per day):
Feedstocks:
Heavy sour crude		588			627			(39	)
Medium/light sour crude		586			525			61
Acidic sweet crude		79			79			–
Sweet crude		604			719			(115	)
Residuals		197			211			(14	)
Other feedstocks		140			170			(30	)

Total feedstocks		2,194			2,331			(137	)
Blendstocks and other		283			276			7

Total throughput volumes		2,477			2,607			(130	)


Yields (thousand barrels per day):
Gasolines and blendstocks		1,102			1,191			(89	)
Distillates		871			859			12
Petrochemicals		70			80			(10	)
Other products (g)		436			482			(46	)

Total yields		2,479			2,612			(133	)


Retail – U.S.:
Operating income	$	260		$	154		$	106
Company-operated fuel sites (average)		973			957			16
Fuel volumes (gallons per day per site)		5,000			4,979			21
Fuel margin per gallon	$	0.229		$	0.174		$	0.055
Merchandise sales	$	1,097		$	1,024		$	73
Merchandise margin (percentage of sales)		29.9	%		29.7	%		0.2	%
Margin on miscellaneous sales	$	99		$	101		$	(2	)
Retail selling expenses	$	505		$	494		$	11
Depreciation and amortization expense	$	70		$	59		$	11

Retail – Canada:
Operating income	$	109		$	95		$	14
Fuel volumes (thousand gallons per day)		3,193			3,234			(41	)
Fuel margin per gallon	$	0.268		$	0.248		$	0.020
Merchandise sales	$	200		$	187		$	13
Merchandise margin (percentage of sales)		28.5	%		27.8	%		0.7	%
Margin on miscellaneous sales	$	36		$	37		$	(1	)
Retail selling expenses	$	263		$	256		$	7
Depreciation and amortization expense	$	35		$	31		$	4


See the footnote references on pages 41 and 42.

Refining Operating Highlights by Region (h)
(millions of dollars, except per barrel amounts)


	Year Ended December 31,
	2008			2007		Change

Gulf Coast (b):
Operating income	$	3,267		$	4,505	$	(1,238	)
Throughput volumes (thousand barrels per day)		1,404			1,537		(133	)
Throughput margin per barrel (f)	$	11.57		$	12.81	$	(1.24	)
Operating costs per barrel (d):
Refining operating expenses	$	4.50		$	3.70	$	0.80
Depreciation and amortization		1.30			1.08		0.22

Total operating costs per barrel	$	5.80		$	4.78	$	1.02


Mid-Continent (c):
Operating income	$	580		$	910	$	(330	)
Throughput volumes (thousand barrels per day)		423			402		21
Throughput margin per barrel (f)	$	9.27		$	11.66	$	(2.39	)
Operating costs per barrel (d):
Refining operating expenses	$	4.24		$	4.13	$	0.11
Depreciation and amortization		1.29			1.33		(0.04	)

Total operating costs per barrel	$	5.53		$	5.46	$	0.07


Northeast (a):
Operating income	$	887		$	796	$	91
Throughput volumes (thousand barrels per day)		374			379		(5	)
Throughput margin per barrel (f)	$	11.60		$	10.29	$	1.31
Operating costs per barrel (d):
Refining operating expenses	$	3.91		$	3.45	$	0.46
Depreciation and amortization		1.21			1.08		0.13

Total operating costs per barrel	$	5.12		$	4.53	$	0.59


West Coast:
Operating income	$	375		$	856	$	(481	)
Throughput volumes (thousand barrels per day)		276			289		(13	)
Throughput margin per barrel (f)	$	10.84		$	14.41	$	(3.57	)
Operating costs per barrel (d):
Refining operating expenses	$	5.36		$	4.82	$	0.54
Depreciation and amortization		1.77			1.49		0.28

Total operating costs per barrel	$	7.13		$	6.31	$	0.82


Operating income for regions above	$	5,109		$	7,067	$	(1,958	)
Asset impairment loss applicable to refining (d)		(86	)		–		(86	)
Goodwill impairment loss (e)		(4,028	)		–		(4,028	)

Total refining operating income	$	995		$	7,067	$	(6,072	)


See the footnote references on pages 41 and 42.

Average Market Reference Prices and Differentials (i)
(dollars per barrel)


	Year Ended December 31,
	2008			2007		Change

Feedstocks:
WTI crude oil	$	99.56		$	72.27	$	27.29
WTI less sour crude oil at U.S. Gulf Coast (j)		5.20			4.95		0.25
WTI less Mars crude oil		6.13			5.61		0.52
WTI less Maya crude oil		15.71			12.41		3.30

Products:
U.S. Gulf Coast:
Conventional 87 gasoline less WTI		4.85			13.78		(8.93	)
No. 2 fuel oil less WTI		18.35			11.94		6.41
Ultra-low-sulfur diesel less WTI		22.96			17.76		5.20
Propylene less WTI		(3.69	)		11.05		(14.74	)
U.S. Mid-Continent:
Conventional 87 gasoline less WTI		4.46			18.02		(13.56	)
Low-sulfur diesel less WTI		24.12			21.30		2.82
U.S. Northeast:
Conventional 87 gasoline less WTI		3.22			13.98		(10.76	)
No. 2 fuel oil less WTI		20.23			12.96		7.27
Lube oils less WTI		68.79			48.29		20.50
U.S. West Coast:
CARBOB 87 gasoline less WTI		9.93			23.20		(13.27	)
CARB diesel less WTI		22.59			22.07		0.52


The following notes relate to references on pages 38 through 41.

(a)		Due to the permanent shutdown of our Delaware City Refinery during the fourth quarter of 2009, the results of operations of the Delaware City Refinery are reported as discontinued operations for 2008 and 2007, and all refining operating highlights, both consolidated and for the Northeast Region, exclude the Delaware City Refinery for both years.

(b)		Effective July 1, 2008, we sold our Krotz Springs Refinery to Alon. The nature and significance of our post-closing participation in an offtake agreement with Alon represents a continuation of activities with the Krotz Springs Refinery for accounting purposes, and as such the results of operations related to the Krotz Springs Refinery have not been presented as discontinued operations, and all refining operating highlights, both consolidated and for the Gulf Coast region, include the Krotz Springs Refinery for the years ended December 31, 2008 and 2007. The pre-tax gain of $305 million on the sale of the Krotz Springs Refinery is included in the Gulf Coast operating income for the year ended December 31, 2008 but is excluded from the per-barrel operating highlights.

(c)		Effective July 1, 2007, we sold our Lima Refinery to Husky Refining Company (Husky). Therefore, the results of operations of the Lima Refinery for the six months of 2007 prior to its sale, as well as the gain on the sale of the refinery, are reported as discontinued operations, and all refining operating highlights, both consolidated and for the Mid-Continent region, exclude the Lima Refinery. The sale resulted in a pre-tax gain of $827 million ($426 million after tax), which is included in “Income from discontinued operations, net of income taxes” for the year ended December 31, 2007.

(d)		Losses resulting from the permanent cancellation of certain capital projects in 2008 have been reclassified from operating expenses and presented separately for comparability with the 2009 presentation. The asset impairment loss amounts are included in the refining segment operating income but are excluded from the regional operating income amounts and the consolidated and regional operating costs per barrel, resulting in an adjustment to the operating costs per barrel previously reported in 2008.

(e)		Upon applying the goodwill impairment testing criteria under existing accounting rules during the fourth quarter of 2008, we determined that the goodwill in all four of our refining segment reporting units was impaired, which resulted in a pre-tax and after-tax goodwill impairment loss of $4.0 billion related to continuing operations. This goodwill impairment loss is included in the refining segment operating income but is excluded from the consolidated and regional throughput margins per barrel and the regional operating income amounts presented for the year ended December 31, 2008 in order to make that information comparable between periods.

(f)		Throughput margin per barrel represents operating revenues less cost of sales divided by throughput volumes.


(g)		Other products primarily include gas oils, No. 6 fuel oil, petroleum coke, and asphalt.

(h)		The regions reflected herein contain the following refineries: the Gulf Coast refining region includes the Corpus Christi East, Corpus Christi West, Texas City, Houston, Three Rivers, Krotz Springs (for periods prior to its sale effective July 1, 2008), St. Charles, Aruba, and Port Arthur Refineries; the Mid-Continent refining region includes the McKee, Ardmore, and Memphis Refineries; the Northeast refining region includes the Quebec City and Paulsboro Refineries; and the West Coast refining region includes the Benicia and Wilmington Refineries.

(i)		The average market reference prices and differentials, with the exception of the propylene and lube oil differentials, are based on posted prices from Platts Oilgram. The propylene differential is based on posted propylene prices in Chemical Market Associates, Inc. and the lube oil differential is based on Exxon Mobil Corporation postings provided by Independent Commodity Information Services – London Oil Reports. The average market reference prices and differentials are presented to provide users of the consolidated financial statements with economic indicators that significantly affect our operations and profitability.

(j)		The market reference differential for sour crude oil is based on 50% Arab Medium and 50% Arab Light posted prices.

General

Operating revenues increased 26% for the year ended December 31, 2008 compared to the year ended December 31, 2007 primarily as a result of higher average refined product prices. Offsetting the higher revenues were substantially higher average feedstock costs.

Operating income decreased $5.9 billion, or 89%, and income from continuing operations decreased $5.4 billion for the year ended December 31, 2008 compared to the year ended December 31, 2007 primarily due to a $6.1 billion decrease in refining segment operating income. The decrease was primarily due to a goodwill impairment loss of $4.0 billion related to continuing operations that was recorded in the fourth quarter of 2008 as discussed in Note 3 of Notes to Consolidated Financial Statements. The goodwill impairment loss is included in the refining segment operating income but is excluded from the consolidated and regional throughput margins per barrel and regional operating income amounts for the year ended December 31, 2008 for comparability purposes. The refining segment operating income and income from continuing operations for the year ended December 31, 2007 exclude (i) the operations of the Lima Refinery and the gain on its sale effective July 1, 2007 and (ii) the operations of the Delaware City Refinery due to its permanent shutdown in November 2009, which are both classified as discontinued operations as discussed in Note 2 of Notes to Consolidated Financial Statements.

Refining

Operating income for our refining segment decreased from $7.1 billion for the year ended December 31, 2007 to $995 million for the year ended December 31, 2008, resulting mainly from the $4.0 billion goodwill impairment loss discussed above, an 11% decrease in throughput margin per barrel, a 10% increase in refining operating expenses (including depreciation and amortization expense), and a 5% decline in throughput volumes. These decreases were partially offset by a $305 million gain on the sale of our Krotz Springs Refinery effective July 1, 2008, which is discussed in Note 2 of Notes to Consolidated Financial Statements.

Total refining throughput margins for 2008 compared to 2007 were impacted by the following factors:

	•		Distillate margins in 2008 increased in all of our refining regions from the margins in 2007. The increase in distillate margins was primarily due to strong global demand.

	•		Gasoline margins decreased significantly in all of our refining regions in 2008 compared to the margins in 2007. The decline in gasoline margins was primarily due to a decrease in gasoline demand and an increase in ethanol production.

	•		Margins on various secondary refined products such as asphalt, fuel oils, propylene, and petroleum coke declined from 2007 to 2008 as prices for these products did not increase in proportion to the large increase in the costs of the feedstocks used to produce them.

	•		Sour crude oil feedstock differentials to WTI crude oil in 2008 remained favorable and were wider than the differentials in 2007. These favorable differentials were attributable to continued ample supplies of sour crude oils and heavy sour residual fuel oils on the world market. Differentials on sour crude oil feedstocks also continued to benefit from increased demand for sweet crude oil resulting from lower sulfur specifications for gasoline and diesel.

	•		Throughput volumes decreased 130,000 barrels per day during 2008 compared to 2007 primarily due to a fire in the vacuum unit at our Aruba Refinery in January of 2008, downtime for maintenance at our Port Arthur Refinery, unplanned downtime at our Port Arthur, Texas City, St. Charles, and Houston Refineries related to Hurricanes Ike and Gustav, the sale of our Krotz Springs Refinery, and economic decisions to reduce throughputs in certain of our refineries as a result of unfavorable market fundamentals, partially offset by the 2007 shutdown of our McKee Refinery discussed in Note 23 of Notes to Consolidated Financial Statements.

	•		Throughput margin in 2008 included approximately $100 million related to the McKee Refinery business interruption insurance settlement discussed in Note 23 of Notes to Consolidated Financial Statements.

Refining operating expenses, excluding depreciation and amortization expense, increased $0.61 per barrel, or 16%, for the year ended December 31, 2008 compared to the year ended December 31, 2007. Operating expenses increased mainly due to an increase in energy costs. Refining depreciation and amortization expense increased 10% from 2007 to 2008 primarily due to the implementation of new capital projects and increased turnaround and catalyst amortization.

Retail

Retail operating income was $369 million for the year ended December 31, 2008 compared to $249 million for the year ended December 31, 2007. This 48% increase in operating income was primarily attributable to a $0.055 per gallon increase in retail fuel margins and increased in-store sales in our U.S. retail operations. The significant improvement in fuel margins was largely the result of rapidly declining crude oil prices in the second half of 2008.

Corporate Expenses and Other

General and administrative expenses, including corporate depreciation and amortization expense, decreased $83 million for the year ended December 31, 2008 compared to the year ended December 31, 2007. This decrease was primarily due to lower variable incentive compensation expenses combined with the nonrecurrence of 2007 expenses related to executive retirement costs and a $13 million termination fee paid for the cancellation of our services agreement with NuStar Energy L.P.

Other income decreased for the year ended December 31, 2008 compared to the year ended December 31, 2007 primarily due to a $91 million foreign currency exchange rate gain in 2007 resulting from the repayment of a loan by a foreign subsidiary, reduced interest income resulting from lower cash balances and interest rates, and a reduction in the fair value of certain nonqualified benefit plan assets. These decreases were partially offset by income related to the Alon earn-out agreement discussed in Notes 2, 17, and 18 of Notes to Consolidated Financial Statements, lower costs incurred under our accounts receivable sales program, an increase in earnings from our equity investment in Cameron Highway Oil Pipeline Company, and a $14 million gain in 2008 on the redemption of our 9.5% senior notes as discussed in Note 12 of Notes to Consolidated Financial Statements.

Interest and debt expense decreased primarily due to reduced interest on tax liabilities, partially offset by higher average debt balances.

Income tax expense decreased $520 million from 2007 to 2008 mainly as a result of lower operating income, excluding the effect on operating income of the $4.0 billion goodwill impairment loss discussed above that has an insignificant tax effect. Excluding this goodwill impairment loss, our effective tax rate for the year ended December 31, 2008 was comparable to the effective tax rate for the year ended December 31, 2007.

“Loss from discontinued operations, net of income taxes” for the year ended December 31, 2008 represents a $119 million net loss on the operations of the Delaware City Refinery, which was reclassified to discontinued operations as a result of the permanent shutdown of the refinery effective November 20, 2009. “Income from discontinued operations, net of income taxes” for the year ended December 31, 2007 represents a $426 million after-tax gain on the sale of the Lima Refinery effective July 1, 2007, $243 million of net income from the Lima Refinery operations prior to its sale, and $188 million of net income from the operations of the Delaware City Refinery.

OUTLOOK

High crude oil prices in 2008 and a severe economic recession in 2008 and 2009 caused a large reduction in demand for refined products over the past two years. This demand reduction plus the addition of new refining capacity around the world have resulted in a significant amount of excess global refining capacity, which led to an increase in global refined product inventories and lower refined product margins. In addition, the decrease in demand for refined products contributed to lower production of sour crude oil versus sweet crude oil, which narrowed the differentials between sour and sweet crude oil prices.

As 2010 progresses, we expect the United States and worldwide economies to begin to recover, and we expect refined product demand to begin to grow accordingly. The increase in anticipated refined product demand is expected to result in an increase in crude oil production, which we believe will result in the production of more sour crude oils. These expected increases in refined product demand and sour crude oil production should result in improved refined product margins and sour crude oil differentials. However, improvements in refined product margins and sour crude oil differentials are expected to be significantly constrained during 2010 by the start-up of new worldwide refining capacity that will mitigate the reduction in spare capacity that would otherwise result from the improved demand.

Until the economy recovers and demand improves, we expect that the current low refined product margins and sour crude oil differentials will result in production constraints or refinery shutdowns in the refining industry. In July, we temporarily shut down our Aruba Refinery due to poor economics resulting from the current unfavorable industry fundamentals. The Aruba Refinery continues to be shut down temporarily, and it is expected to remain shut down until industry conditions improve. In addition, in the fourth quarter of 2009, we permanently shut down our Delaware City Refinery. We are currently monitoring, and will continue to monitor, all of our other refineries to assess whether complete or partial shutdown of certain of those facilities is appropriate until conditions improve. We expect that refinery production cutbacks and shutdowns of less profitable refineries will occur throughout the refining industry during 2010 until industry conditions improve.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for the Year Ended December 31, 2009

Net cash provided by operating activities for the year ended December 31, 2009 was $1.8 billion compared to $3.1 billion for the year ended December 31, 2008. The decrease in cash generated from operating activities was due primarily to the $4.4 billion decrease in operating income discussed above under “Results of Operations,” after excluding the effect of the goodwill impairment loss, asset

impairment losses, and gain on the sale of the Krotz Springs Refinery, all of which had no effect on cash flows from operating activities. This decrease was partially offset by a $1.6 billion favorable change in the amount of income tax payments and refunds in 2008 and 2009 and a net $1.4 billion favorable effect from changes in receivables, inventories, and accounts payable in the two years. Changes in cash provided by or used for working capital during the years ended December 31, 2009 and 2008 are shown in Note 16 of Notes to Consolidated Financial Statements. Both receivables and accounts payable increased in 2009 due to a significant increase in gasoline, distillate, and crude oil prices at December 31, 2009 compared to such prices at the end of 2008.

The net cash generated from operating activities during the year ended December 31, 2009, combined with $998 million of proceeds from the issuance of $1 billion of notes in March 2009 as discussed in Note 12 of Notes to Consolidated Financial Statements, $799 million of net proceeds from the issuance of 46 million shares of common stock in June 2009 as discussed in Note 14 of Notes to Consolidated Financial Statements, $100 million of additional proceeds from the sale of receivables, and $115 million of available cash on hand were used mainly to:

	•		fund $2.7 billion of capital expenditures and deferred turnaround and catalyst costs;

	•		fund the VeraSun Acquisition for $556 million;

	•		make long-term note repayments of $285 million; and

	•		pay common stock dividends of $324 million.

Cash Flows for the Year Ended December 31, 2008

Net cash provided by operating activities for the year ended December 31, 2008 was $3.1 billion compared to $5.3 billion for the year ended December 31, 2007. The decrease in cash generated from operating activities was due primarily to the decrease in operating income discussed above under “Results of Operations,” after excluding the effect of the goodwill impairment loss included in the 2008 operating income that had no effect on cash. Changes in cash provided by or used for working capital during the years ended December 31, 2008 and 2007 are shown in Note 16 of Notes to Consolidated Financial Statements. Both receivables and accounts payable decreased in 2008 due to a significant decrease in crude oil and refined product prices at December 31, 2008 compared to such prices at the end of 2007. Receivables for 2008 also decreased due to the termination in the first quarter of 2008 of certain agreements related to the sale of the Lima Refinery to Husky and the timing of receivable collections at year-end 2007. The change in working capital for 2007 includes a $900 million decrease in the eligible trade receivables sold under our accounts receivable sales facility.

The net cash generated from operating activities during the year ended December 31, 2008, combined with $1.5 billion of available cash on hand and $463 million of proceeds from the sale of our Krotz Springs Refinery, were used mainly to:

	•		fund $3.3 billion of capital expenditures and deferred turnaround and catalyst costs;

	•		make an early redemption of our 9.5% senior notes for $367 million and scheduled debt repayments of $7 million;

	•		purchase 23.0 million shares of our common stock at a cost of $955 million;

	•		fund a $25 million contingent earn-out payment in connection with the acquisition of the St. Charles Refinery, an $87 million acquisition of retail fuel sites, and a $57 million acquisition primarily of an interest in a refined product pipeline; and

	•		pay common stock dividends of $299 million.

Cash flows related to the discontinued operations of the Delaware City Refinery and the Lima Refinery have been combined with the cash flows from continuing operations within each category in the consolidated statements of cash flows for all years presented and are summarized as follows (in millions):


	Year Ended December 31,
	2009			2008			2007

Cash provided by (used in) operating activities:
Delaware City Refinery	$	(126	)	$	81		$	348
Lima Refinery		–			–			260

Cash used in investing activities:
Delaware City Refinery		(153	)		(268	)		(130	)
Lima Refinery		–			–			(14	)

Capital Investments

During the year ended December 31, 2009, we expended $2.3 billion for capital expenditures and $415 million for deferred turnaround and catalyst costs. Capital expenditures for the year ended December 31, 2009 included $390 million of costs related to environmental projects.

For 2010, we expect to incur approximately $2.0 billion for capital investments, including approximately $1.5 billion for capital expenditures (approximately $795 million of which is for environmental projects) and approximately $510 million for deferred turnaround and catalyst costs. The capital expenditure estimate excludes anticipated expenditures related to strategic acquisitions. We continuously evaluate our capital budget and make changes as conditions warrant.

In January 2010, we acquired two ethanol plants from ASA Ethanol Holdings, LLC for a total purchase price of approximately $200 million. The plants are located in Linden, Indiana and Bloomingburg, Ohio. In February 2010, we acquired an additional ethanol plant located near Jefferson, Wisconsin from Renew Energy LLC for $72 million plus certain receivables and inventories.

Contractual Obligations

Our contractual obligations as of December 31, 2009 are summarized below (in millions).


	Payments Due by Period
	2010		2011		2012		2013		2014		Thereafter		Total

Debt and capital lease obligations	$	240	$	424	$	765	$	495	$	400	$	5,143	$	7,467
Operating lease obligations		348		222		121		81		61		287		1,120
Purchase obligations		23,356		2,541		1,899		732		200		1,090		29,818
Other long-term liabilities		–		162		153		152		131		1,271		1,869

Total	$	23,944	$	3,349	$	2,938	$	1,460	$	792	$	7,791	$	40,274

Debt and Capital Lease Obligations

Payments for debt and capital lease obligations in the table above reflect stated values and minimum rental payments, respectively.

In March 2009, we issued $750 million of 9.375% notes due March 15, 2019 and $250 million of 10.5% notes due March 15, 2039. Proceeds from the issuance of these notes totaled $998 million, before deducting underwriting discounts and other issuance costs of $8 million.

On April 1, 2009, we made scheduled debt repayments of $200 million related to our 3.5% notes and $9 million related to our 5.125% Series 1997D industrial revenue bonds.

On October 15, 2009, we redeemed $76 million of our $100 million of 6.75% senior notes with a maturity date of October 15, 2037 as further discussed in Note 12 of Notes to Consolidated Financial Statements.

We have an accounts receivable sales facility with a group of third-party entities and financial institutions to sell on a revolving basis up to $1 billion of eligible trade receivables. We amended our agreement in June 2009 to extend the maturity date to June 2010. As of December 31, 2008, the amount of eligible receivables sold to the third-party entities and financial institutions was $100 million. During the year ended December 31, 2009, we sold additional eligible receivables under this program of $950 million and repaid $850 million. As of December 31, 2009, the amount of eligible receivables sold to the third-party entities and financial institutions was $200 million. Subsequent to December 31, 2009, we have reduced the net eligible receivables sold under this program by $100 million, resulting in a current balance of $100 million of eligible receivables sold to the third-party entities and financial institutions. Proceeds from the sale of receivables under this facility are reflected as debt in our consolidated balance sheets.

In February 2010, we issued $400 million of 4.50% notes due in February 2015 and $850 million of 6.125% notes due in February 2020. Proceeds from the issuance of these notes totaled approximately $1.24 billion, before deducting underwriting discounts of $8 million, and will be used for general corporate purposes, including the refinancing of debt.

Also in February 2010, we called for redemption our 7.50% senior notes with a maturity date of June 15, 2015 for $294 million, or 102.5% of stated value. The redemption date will be March 15, 2010. These notes will have a carrying amount of $296 million as of the redemption date, resulting in a small gain on the redemption.

Our 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 to below investment grade ratings by Moody’s Investors Service and Standard & Poor’s Ratings Services, the cost of borrowings under some of our bank credit facilities and other arrangements would increase. All of our ratings on our senior unsecured debt are at or above investment grade level as follows:


Rating Agency		Rating

Standard & Poor’s Ratings Services		BBB (negative outlook)
Moody’s Investors Service		Baa2 (negative outlook)
Fitch Ratings		BBB (negative 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 and may be revised or withdrawn at any time by the rating agency. Each rating should be evaluated independently of any other rating. Any future reduction 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.

Operating Lease Obligations

Our operating lease obligations include leases for land, office facilities and equipment, retail facilities and equipment, dock facilities, transportation equipment, and various facilities and equipment used in the storage, transportation, production, and sale of refinery feedstocks and refined products. Operating lease obligations include all operating leases that have initial or remaining noncancelable terms in excess of one year, and are not reduced by minimum rentals to be received by us under subleases. The operating lease

obligations reflected in the table above have been reduced by related obligations that are included in “other long-term liabilities.”

Purchase Obligations

A purchase obligation is an enforceable and legally binding agreement to purchase goods or services that specifies significant terms, including (i) fixed or minimum quantities to be purchased, (ii) fixed, minimum, or variable price provisions, and (iii) the approximate timing of the transaction. We have various purchase obligations including industrial gas and chemical supply arrangements (such as hydrogen supply arrangements), crude oil and other feedstock supply arrangements, and various throughput and terminalling agreements. We enter into these contracts to ensure an adequate supply of utilities and feedstock and adequate storage capacity to operate our refineries. Substantially all of our purchase obligations are based on market prices or adjustments based on market indices. Certain of these purchase obligations include fixed or minimum volume requirements, while others are based on our usage requirements. The purchase obligation amounts included in the table above include both short-term and long-term obligations and are based on (a) fixed or minimum quantities to be purchased and (b) fixed or estimated prices to be paid based on current market conditions. As of December 31, 2009, our short-term and long-term purchase obligations increased by $9.3 billion from the amount reported as of December 31, 2008. The increase is primarily attributable to higher crude oil and other feedstock prices at December 31, 2009 compared to December 31, 2008.

Other Long-term Liabilities

Our other long-term liabilities are described in Note 13 of Notes to Consolidated Financial Statements. For purposes of reflecting amounts for other long-term liabilities in the table above, we have made our best estimate of expected payments for each type of liability based on information available as of December 31, 2009.

Other Commercial Commitments

As of December 31, 2009, our committed lines of credit were as follows:


	Borrowing
	Capacity	Expiration

Letter of credit facility	$300 million	June 2010
Revolving credit facility	$2.4 billion	November 2012
Canadian revolving credit facility	Cdn. $115 million	December 2012

In October 2009, Aurora Bank FSB (Aurora, formerly Lehman Brothers Bank, FSB), one of the participating banks under our $2.5 billion revolving credit facility, failed to fund its loan commitment related to our borrowing under this facility. Aurora’s aggregate commitment under the revolving credit facility was $84 million. As a result, our borrowing capacity under that revolving credit facility was effectively reduced to $2.4 billion.

In June 2008, we entered into a one-year committed revolving letter of credit facility under which we may obtain letters of credit of up to $300 million to support certain of our crude oil purchases. In June 2009, we amended this agreement to extend the maturity date to June 2010. We are being charged letter of credit issuance fees in connection with this letter of credit facility.

As of December 31, 2009, we had no amounts borrowed under our revolving credit facilities. However, we had $259 million of letters of credit outstanding under uncommitted short-term bank credit facilities, $299 million of letters of credit outstanding under our two U.S. committed revolving credit facilities, and Cdn. $22 million of letters of credit outstanding under our Canadian committed revolving credit facility. These letters of credit expire during 2010 and 2011.

Common Stock Offering

On June 3, 2009, we sold in a public offering 46 million shares of our common stock, which included 6 million shares related to an overallotment option exercised by the underwriters, at a price of $18.00 per share and received proceeds, net of underwriting discounts and commissions and other issuance costs, of $799 million.

Stock Purchase Programs

As of December 31, 2009, we have approvals under common stock purchase programs previously approved by our board of directors to purchase approximately $3.5 billion of our common stock.

Pension Plan Funded Status

During 2009, we contributed $72 million to our qualified pension plans. Based on a 5.80% discount rate and fair values of plan assets as of December 31, 2009, the fair value of the assets in our qualified pension plans was equal to approximately 97% of the projected benefit obligation under those plans as of the end of 2009.

We have less than $1 million of minimum required contributions to our Qualified Plans during 2010 under the Employee Retirement Income Security Act; however, we plan to contribute approximately $50 million to our Qualified Plans during 2010, of which $30 million was contributed during February 2010.

Environmental Matters

As discussed in Note 24 of Notes to Consolidated Financial Statements, we are subject to extensive federal, state, and local environmental laws and regulations, including those relating to the discharge of materials into the environment, waste management, pollution prevention measures, greenhouse gas 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 refineries could require material additional expenditures to comply with environmental laws and regulations.

Currently, some of the proposed federal “cap-and-trade” legislation would require businesses that emit greenhouse gases to buy emission credits from the government, other businesses, or through an auction process. In addition, refiners would be obligated to purchase emission credits associated with the transportation fuels (gasoline, diesel, and jet fuel) sold and consumed in the United States. As a result of such a program, we would be required to purchase emission credits for greenhouse gas emissions resulting from our own operations as well as from the fuels we sell. Although it is not possible at this time to predict the final form of a cap-and-trade bill (or whether such a bill will be passed by Congress), any new federal restrictions on greenhouse gas emissions – including a cap-and-trade program – could result in material increased compliance costs, additional operating restrictions for our business, and an increase in the cost of the products we produce, which could have a material adverse effect on our financial position, results of operations, and liquidity.

Tax Matters

As discussed in Note 23 of Notes to Consolidated Financial Statements, we are subject to extensive tax liabilities. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.

Effective January 1, 2007, the Government of Aruba (GOA) enacted a turnover tax on revenues from the sale of goods produced and services rendered in Aruba. The turnover tax, which initially was 3% for on-island sales and services (but has subsequently been reduced to 1.5%) and 1% on export sales, is being assessed by the GOA on sales by our Aruba Refinery. We disputed the GOA’s assessment of the turnover tax in arbitration proceedings with the Netherlands Arbitration Institute (NAI) pursuant to which we sought to enforce our rights under a tax holiday agreement related to the refinery and other agreements. The arbitration hearing was held on February 3-4, 2009. We also filed protests of these assessments through proceedings in Aruba.

In April 2008, we entered into an escrow agreement with the GOA and Caribbean Mercantile Bank NV (CMB), pursuant to which we agreed to deposit an amount equal to the disputed turnover tax on exports into an escrow account with CMB, pending resolution of the tax protest proceedings in Aruba. Under this escrow agreement, we are required to continue to deposit an amount equal to the disputed tax on a monthly basis until the tax dispute is resolved through the Aruba proceedings. On April 20, 2009, we were notified that the Aruban tax court overruled our protests with respect to the turnover tax assessed in January and February 2007, totaling $8 million. Under the escrow agreement, we expensed and paid $8 million, plus $1 million of interest, to the GOA in the second quarter of 2009. Amounts deposited under the escrow agreement, which totaled $115 million and $102 million as of December 31, 2009 and December 31, 2008, respectively, are reflected as restricted cash in our consolidated balance sheets. In addition to the turnover tax described above, the GOA has asserted other tax amounts including approximately $35 million related to various dividends. We also challenged approximately $35 million in foreign exchange payments made to the Central Bank of Aruba as payments exempted under our tax holiday, as well as other reasons. Both the dividend tax and the foreign exchange payment matters were also addressed in the arbitration proceedings discussed above.

On November 3, 2009, we received an interim First Partial Award from the NAI arbitral panel. The panel’s ruling validated our tax holiday agreement, but the panel also ruled in favor of the GOA on our dispute of the $35 million in foreign exchange payments previously made to the Central Bank of Aruba. The panel’s decision did not, however, fully resolve the remaining two items in the arbitration, the applicable dividend tax rate and the turnover tax. With respect to the dividend tax, the panel ruled that the dividend tax was not a profit tax covered by the tax holiday agreement, but the panel did not address the fact that Aruban companies with tax holidays are subject to a 0% dividend withholding rate rather than the 5% rate alleged by the GOA. With respect to the turnover tax, the panel did reject our contractual claims but it decided that our non-contractual claims against the turnover tax merited further discussion with and review by the panel before a final decision could be rendered. Prior to this interim decision, no expense or liability had been recognized in our consolidated financial statements with respect to unfunded amounts. In light of the uncertain timing of any final resolution of these claims as a result of the First Partial Award from the panel, we recorded a loss contingency accrual of approximately $140 million, including interest, with respect to both the dividend and turnover taxes.

Following the November ruling, we entered into settlement discussions with the GOA. On February 24, 2010, we signed a settlement agreement that details the parties’ proposed terms for settlement of these disputes and provides a framework for taxation of our operations in Aruba on a go-forward basis as our tax holiday was set to expire on December 31, 2010. Under the proposed settlement, we will make a payment to the GOA of $118 million in consideration of a full release of all tax claims prior to the effective date of the settlement, including the turnover tax disputed in the Netherlands Arbitration. The GOA will eliminate the turnover tax on exports as of the effective date of the settlement. In addition, we will agree to exit the Tax Holiday regime following the effective date of the settlement agreement and will enter into a new tax regime under which we will be subject to a net profit tax of less than 10% on an overall basis. Beginning on the second anniversary of the settlement agreement’s effective date, we will also begin to make an annual prepayment of taxes of $10 million, with the ability to carry forward any

excess tax prepayments to future tax years. The proposed settlement will not be effective until the settlement agreement is approved by the Aruban Parliament and certain laws and regulations are modified and/or established to provide for the terms of the settlement. The parties anticipate that this will occur on or before June 1, 2010. If the settlement is not effective as of June 1, 2010, we both have the right to terminate the settlement agreement and return to arbitration and the on-island proceedings to continue litigation.

Other

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

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

NEW ACCOUNTING PRONOUNCEMENTS

As discussed in Note 1 of Notes to Consolidated Financial Statements, certain new financial accounting pronouncements have been issued that either have already been reflected in the accompanying consolidated financial statements, or will become effective for our financial statements at various dates in the future. The adoption of these pronouncements has not had, and is not expected to have, a material effect on our consolidated financial statements.

CRITICAL ACCOUNTING POLICIES INVOLVING CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The following summary provides further information about our critical accounting policies that involve critical accounting estimates, and should be read in conjunction with Note 1 of Notes to Consolidated Financial Statements, which summarizes our significant accounting policies. The following accounting policies involve estimates that are considered critical due to the level of sensitivity and judgment involved, as well as the impact on our consolidated financial position and results of operations. We believe that all of our estimates are reasonable.

Impairment of Assets

Long-lived assets (excluding goodwill, intangible assets with indefinite lives, equity method investments, and deferred tax assets) are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss should be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. Goodwill and intangible assets that have indefinite useful lives must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. An impairment loss should be recognized if the carrying amount of the asset exceeds its fair value. We evaluate our equity method investments for impairment when there is evidence that we may not be able to recover the

carrying amount of our investments or the investee is unable to sustain an earnings capacity that justifies the carrying amount. A loss in the value of an investment that is other than a temporary decline is recognized currently in earnings, and is based on the difference between the estimated current fair value of the investment and its carrying amount.

In order to test for recoverability, management must make estimates of projected cash flows related to the asset being evaluated, which include, but are not limited to, assumptions about the use or disposition of the asset, its estimated remaining life, and future expenditures necessary to maintain its existing service potential. In order to determine fair value, management must make certain estimates and assumptions including, among other things, an assessment of market conditions, projected cash flows, investment rates, interest/equity rates, and growth rates, that could significantly impact the fair value of the asset being tested for impairment. See Note 3 of Notes to Consolidated Financial Statements for a further discussion of our asset impairment evaluations and certain losses resulting from those evaluations.

Due to the effect of the current unfavorable economic conditions on the refining industry, and our expectations of a continuation of such conditions for the near term, we will continue to monitor both our operating assets and our capital projects for additional potential asset impairments until conditions improve. Due to the significant subjectivity of the assumptions used to test for recoverability and to determine fair value, changes in market conditions, as well as changes in assumptions used to test for recoverability and to determine fair values and changes in potential asset sales proceeds, could result in significant impairment charges in the future, thus affecting our earnings. Our impairment evaluations are based on assumptions that management deems to be reasonable. Providing sensitivity analysis if other assumptions were used in performing the impairment evaluations is not practicable due to the significant number of assumptions involved in the estimates.

Environmental Liabilities

Our operations are subject to extensive environmental regulation by federal, state, and local authorities relating primarily to discharge of materials into the environment, waste management, and pollution prevention measures. Future legislative action and regulatory initiatives, such as potential cap-and-trade legislation as discussed in “Liquidity and Capital Resources – Environmental Matters,” could result in changes to required operating permits, additional remedial actions, or increased capital expenditures and operating costs that cannot be assessed with certainty at this time.

Accruals for environmental liabilities are based on best estimates of probable undiscounted future costs assuming currently available remediation technology and applying current regulations, as well as our own internal environmental policies. However, environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation, and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts, and potential improvements in remediation technologies. An estimate of the sensitivity to earnings for changes in those factors is not practicable due to the number of contingencies that must be assessed, the number of underlying assumptions, and the wide range of possible outcomes.

The balance of and changes in our accruals for environmental matters as of and for the years ended December 31, 2009, 2008, and 2007 is included in Note 24 of Notes to Consolidated Financial Statements.

Pension and Other Postretirement Benefit Obligations

We have significant pension and other postretirement benefit liabilities and costs that are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates, expected return on plan assets, future compensation increases, and health care cost trend rates. Changes in these assumptions are primarily influenced by factors outside our control. For example, the discount rate assumption represents a yield curve comprised of various long-term bonds that each receive one of the two highest ratings given by the recognized rating agencies as of the end of each year, while the expected return on plan assets is based on a compounded return calculated assuming an asset allocation that is representative of the asset mix in our qualified pension plans. These assumptions can have a significant effect on the amounts reported in our consolidated financial statements. For example, a 0.25% decrease in the assumptions related to the discount rate or expected return on plan assets or a 0.25% increase in the assumptions related to the health care cost trend rate or rate of compensation increase would have the following effects on the projected benefit obligation as of December 31, 2009 and net periodic benefit cost for the year ending December 31, 2010 (in millions):


			Other
	Pension		Postretirement
	Benefits		Benefits

Increase in projected benefit obligation resulting from:
Discount rate decrease	$	61	$	14
Compensation rate increase		27		–
Health care cost trend rate increase		–		10

Increase in expense resulting from:
Discount rate decrease		8		1
Expected return on plan assets decrease		4		–
Compensation rate increase		6		–
Health care cost trend rate increase		–		1

See Note 21 of Notes to Consolidated Financial Statements for a further discussion of our pension and other postretirement benefit obligations.

Tax Liabilities

Our operations are subject to extensive tax liabilities, including federal, state, and foreign income taxes. We are also subject to various transactional taxes such as excise, sales/use, payroll, franchise, withholding, and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed, and the implementation of future legislative and regulatory tax initiatives could result in increased tax liabilities that cannot be predicted at this time. In addition, we have received claims from various jurisdictions related to certain tax matters. Tax liabilities include potential assessments of penalty and interest amounts.

We record tax liabilities based on our assessment of existing tax laws and regulations. A contingent loss related to a transactional tax claim is recorded if the loss is both probable and estimable. The recording of our tax liabilities requires significant judgments and estimates. Actual tax liabilities can vary from our estimates for a variety of reasons, including different interpretations of tax laws and regulations and different assessments of the amount of tax due. In addition, in determining our income tax provision, we must assess the likelihood that our deferred tax assets, primarily consisting of net operating loss and tax credit carryforwards, will be recovered through future taxable income. Significant judgment is required in estimating the amount of valuation allowance, if any, that should be recorded against those deferred income tax assets. If our actual results of operations differ from such estimates or our estimates of future taxable income change, the valuation allowance may need to be revised. However, an estimate of the

sensitivity to earnings that would result from changes in the assumptions and estimates used in determining our tax liabilities is not practicable due to the number of assumptions and tax laws involved, the various potential interpretations of the tax laws, and the wide range of possible outcomes. See Note 23 of Notes to Consolidated Financial Statements for a further discussion of our tax liabilities.

Legal Liabilities

A variety of claims have been made against us in various lawsuits. We record a liability related to a loss contingency attributable to such legal matters if we determine the loss to be both probable and estimable. The recording of such liabilities requires judgments and estimates, the results of which can vary significantly from actual litigation results due to differing interpretations of relevant law and differing opinions regarding the degree of potential liability and the assessment of reasonable damages. However, an estimate of the sensitivity to earnings if other assumptions were used in recording our legal liabilities is not practicable due to the number of contingencies that must be assessed and the wide range of reasonably possible outcomes, both in terms of the probability of loss and the estimates of such loss. See Note 25 of Notes to Consolidated Financial Statements for a further discussion of our litigation matters.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

COMMODITY PRICE RISK

We are exposed to market risks related to the volatility of crude oil, refined product, and grain prices, as well as volatility in the price of natural gas used in our refining operations. In order to reduce the risks of these price fluctuations, we use commodity derivative instruments to hedge a portion of our refinery feedstock and refined product inventories and a portion of our unrecognized firm commitments to purchase these inventories (fair value hedges). From time to time, we use commodity derivative instruments to hedge the price risk of forecasted transactions such as forecasted feedstock and product purchases, refined product sales, and natural gas purchases (cash flow hedges). We also use commodity derivative instruments that do not receive hedge accounting treatment to manage our exposure to price volatility on a portion of our refinery feedstock and refined product inventories and on certain forecasted feedstock and product purchases, refined product sales, and natural gas purchases. These derivative instruments are considered economic hedges for which changes in their fair value are recorded currently in income. Finally, we enter into commodity derivative instruments based on our fundamental and technical analysis of market conditions that we mark to market for accounting purposes. See “Derivatives and Hedging” in Note 1 of Notes to Consolidated Financial Statements for a discussion of our accounting for the various types of derivative transactions.

The types of instruments used in our hedging and trading activities described above include swaps, futures, and options. Our positions in commodity derivative instruments are monitored and managed on a daily basis by a risk control group to ensure compliance with our stated risk management policy that has been approved by our board of directors.

The following tables provide information about our commodity derivative instruments as of December 31, 2009 and 2008 (dollars in millions, except for the weighted-average pay and receive prices as described below), including:

Fair Value Hedges – Fair value hedges are used to hedge certain refining inventories (which had a carrying amount of $4.4 billion as of both December 31, 2009 and 2008, and a fair value of $8.9 billion and $5.1 billion as of December 31, 2009 and 2008, respectively) and our unrecognized firm commitments (i.e., binding agreements to purchase inventories in the future). The gain or loss on a derivative instrument designated and qualifying as a fair value hedge and the offsetting loss or gain on the hedged item are recognized currently in income in the same period.

Cash Flow Hedges – Cash flow hedges are used to hedge certain forecasted feedstock and product purchases, refined product sales, and natural gas purchases. The effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedge is initially reported as a component of other comprehensive income and is then recorded in income in the period or periods during which the hedged forecasted transaction affects income. The ineffective portion of the gain or loss on the cash flow derivative instrument, if any, is recognized in income as incurred.

Economic Hedges – Economic hedges are hedges not designated as fair value or cash flow hedges that are used to:

	–		manage price volatility in refinery feedstock, refined product, and grain inventories; and

	–		manage price volatility in forecasted refinery feedstock, product, and grain purchases, refined product sales, and natural gas purchases.

In addition, through August 2009, we used economic hedges to manage price volatility in the referenced product margins associated with the three-year earn-out agreement with Alon that was entered into in connection with the sale of our Krotz Springs Refinery, but which was settled in the third quarter of 2009 as discussed in Note 2 of Notes to Consolidated Financial Statements. The derivative instruments related to economic hedges are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in income.

Trading Activities – These represent commodity derivative instruments held or issued for trading purposes. The derivative instruments entered into by us for trading activities are recorded at fair value and changes in the fair value of the derivative instruments are recognized currently in income.

The following tables include only open positions at the end of the reporting period. Contract volumes are presented in thousands of barrels (for crude oil and refined products), in billions of British thermal units (for natural gas), or in thousands of bushels (for grain). The weighted-average pay and receive prices represent amounts per barrel (for crude oil and refined products), amounts per million British thermal units (for natural gas), or amounts per bushel (for grain). Volumes shown for swaps represent notional volumes, which are used to calculate amounts due under the agreements. For futures, the contract value represents the contract price of either the long or short position multiplied by the derivative contract volume, while the market value amount represents the period-end market price of the commodity being hedged multiplied by the derivative contract volume. The pre-tax fair value for futures, swaps, and options represents the fair value of the derivative contract. The pre-tax fair value for swaps represents the excess of the receive price over the pay price multiplied by the notional contract volumes. For futures and options, the pre-tax fair value represents (i) the excess of the market value amount over the contract amount for long positions, or (ii) the excess of the contract amount over the market value amount for short positions. Additionally, for futures and options, the weighted-average pay price represents the contract price for long positions and the weighted-average receive price represents the contract price for short positions. The weighted-average pay price and weighted-average receive price for options represents their strike price.


	December 31, 2009
			Wtd Avg		Wtd Avg							Pre-tax
	Contract		Pay		Receive		Contract		Market			Fair
	Volumes		Price		Price		Value		Value			Value

*Fair Value Hedges:*
Futures – short:
2010 (crude oil and refined products)		4,880		N/A	$	75.65	$	369	$	405		$	(36	)

*Cash Flow Hedges:*
Swaps – long:
2010 (crude oil and refined products)		42,600	$	72.58		88.12		N/A		662			662
Swaps – short:
2010 (crude oil and refined products)		42,600		88.12		76.81		N/A		(482	)		(482	)

*Economic Hedges:*
Swaps – long:
2010 (crude oil and refined products)		139,901		34.81		33.76		N/A		(147	)		(147	)
2011 (crude oil and refined products)		27,250		20.77		15.00		N/A		(157	)		(157	)
Swaps – short:
2010 (crude oil and refined products)		88,244		56.41		58.47		N/A		182			182
2011 (crude oil and refined products)		23,875		17.10		24.05		N/A		166			166
Futures – long:
2010 (crude oil and refined products)		204,810		78.06		N/A		15,987		17,491			1,504
2010 (grain)		7,155		4.07		N/A		29		30			1
2011 (grain)		150		4.21		N/A		1		1			–
Futures – short:
2010 (crude oil and refined products)		199,566		N/A		77.37		15,440		16,905			(1,465	)
2010 (grain)		23,250		N/A		4.13		96		97			(1	)
2011 (grain)		160		N/A		4.28		1		1			–
Options – long:
2010 (crude oil and refined products)		522		40.12		N/A		2		1			(1	)
Options – short:
2010 (crude oil and refined products)		500		N/A		42.50		2		–			2

*Trading Activities:*
Swaps – long:
2010 (crude oil and refined products)		27,201		19.94		24.54		N/A		125			125
2011 (crude oil and refined products)		3,000		53.70		62.93		N/A		28			28
Swaps – short:
2010 (crude oil and refined products)		31,201		21.60		19.33		N/A		(71	)		(71	)
2011 (crude oil and refined products)		3,900		48.41		43.29		N/A		(20	)		(20	)
Futures – long:
2010 (crude oil and refined products)		40,188		83.09		N/A		3,339		3,458			119
2011 (crude oil and refined products)		10		95.91		N/A		1		1			–
2010 (natural gas)		100		6.10		N/A		1		1			–
Futures – short:
2010 (crude oil and refined products)		40,164		N/A		82.93		3,331		3,454			(123	)
2011 (crude oil and refined products)		10		N/A		95.91		1		1			–
2010 (natural gas)		100		N/A		5.46		1		1			–
Options – long:
2010 (crude oil and refined products)		250		45.00		N/A		–		–			–
Options – short:
2010 (crude oil and refined products)		1,250		N/A		41.67		5		2			3


Total pre-tax fair value of open positions												$	289


	December 31, 2008
			Wtd Avg		Wtd Avg							Pre-tax
	Contract		Pay		Receive		Contract		Market			Fair
	Volumes		Price		Price		Value		Value			Value

*Fair Value Hedges:*
Futures – short:
2009 (crude oil and refined products)		6,904		N/A	$	48.28	$	333	$	320		$	13

*Cash Flow Hedges:*
Swaps – long:
2009 (crude oil and refined products)		60,162	$	121.69		58.44		N/A		(3,805	)		(3,805	)
2010 (crude oil and refined products)		4,680		63.72		64.03		N/A		1			1
Swaps – short:
2009 (crude oil and refined products)		60,162		62.38		129.80		N/A		4,056			4,056
2010 (crude oil and refined products)		4,680		76.32		78.69		N/A		11			11
Futures – long:
2009 (crude oil and refined products)		780		38.62		N/A		30		27			(3	)

*Economic Hedges:*
Swaps – long:
2009 (crude oil and refined products)		25,987		96.88		55.25		N/A		(1,082	)		(1,082	)
2010 (crude oil and refined products)		19,734		105.96		63.94		N/A		(829	)		(829	)
2011 (crude oil and refined products)		3,900		124.78		67.99		N/A		(221	)		(221	)
Swaps – short:
2009 (crude oil and refined products)		25,931		59.65		106.81		N/A		1,223			1,223
2010 (crude oil and refined products)		19,734		72.18		121.96		N/A		982			982
2011 (crude oil and refined products)		3,900		74.08		136.66		N/A		244			244
Futures – long:
2009 (crude oil and refined products)		135,882		59.17		N/A		8,040		7,319			(721	)
2010 (crude oil and refined products)		3,466		78.33		N/A		271		240			(31	)
2009 (natural gas)		4,310		8.46		N/A		36		24			(12	)
Futures – short:
2009 (crude oil and refined products)		135,091		N/A		62.74		8,475		7,510			965
2010 (crude oil and refined products)		3,692		N/A		84.66		313		276			37
2009 (natural gas)		4,310		N/A		5.68		24		24			–
Options – long:
2009 (crude oil and refined products)		57		60.64		N/A		1		–			(1	)

*Trading Activities:*
Swaps – long:
2009 (crude oil and refined products)		19,887		77.56		45.09		N/A		(646	)		(646	)
2010 (crude oil and refined products)		10,050		40.66		35.35		N/A		(53	)		(53	)
2011 (crude oil and refined products)		1,950		78.36		65.80		N/A		(24	)		(24	)
Swaps – short:
2009 (crude oil and refined products)		16,084		56.44		97.17		N/A		655			655
2010 (crude oil and refined products)		5,850		64.19		73.12		N/A		52			52
2011 (crude oil and refined products)		1,950		68.06		80.59		N/A		24			24


	December 31, 2008
			Wtd Avg		Wtd Avg						Pre-tax
	Contract		Pay		Receive		Contract		Market		Fair
	Volumes		Price		Price		Value		Value		Value

Futures – long:
2009 (crude oil and refined products)		24,039	$	71.70		N/A	$	1,724	$	1,300	$	(424	)
2010 (crude oil and refined products)		956		84.12		N/A		80		70		(10	)
2009 (natural gas)		200		5.79		N/A		1		1		–
Futures – short:
2009 (crude oil and refined products)		21,999		N/A	$	73.38		1,614		1,209		405
2010 (crude oil and refined products)		956		N/A		83.63		80		70		10
2009 (natural gas)		200		N/A		5.82		1		1		–
Options – long:
2009 (crude oil and refined products)		100		30.00		N/A		–		–		–


Total pre-tax fair value of open positions											$	816

INTEREST RATE RISK

In general, our primary market risk exposure for changes in interest rates relates to our debt obligations. We manage our exposure to changing interest rates through the use of a combination of fixed-rate and floating-rate debt. In addition, we sometimes utilize interest rate swap agreements to manage a portion of our exposure to changing interest rates by converting certain fixed-rate debt to floating rate. These interest rate swap agreements are generally accounted for as fair value hedges. The gain or loss on the derivative instrument and the gain or loss on the debt that is being hedged are recorded in interest expense. The recorded amounts of the derivative instrument and debt balances are adjusted accordingly. We had no interest rate derivative instruments outstanding as of December 31, 2009 and 2008.

The following table provides information about our debt instruments (dollars in millions), the fair value of which is sensitive to changes in interest rates. Principal cash flows and related weighted-average interest rates by expected maturity dates are presented.


	December 31, 2009
	Expected Maturity Dates
																There-						Fair
	2010			2011			2012			2013			2014			after			Total			Value

Debt:
Fixed rate	$	33		$	418		$	759		$	489		$	395		$	5,126		$	7,220		$	8,028
Average interest rate		6.8	%		6.4	%		6.9	%		5.5	%		5.7	%		7.5	%		7.1	%
Floating rate	$	200		$	–		$	–		$	–		$	–		$	–		$	200		$	200
Average interest rate		0.9	%		–	%		–	%		–	%		–	%		–	%		0.9	%


	December 31, 2008
	Expected Maturity Dates
																There-						Fair
	2009			2010			2011			2012			2013			after			Total			Value

Debt:
Fixed rate	$	209		$	33		$	418		$	759		$	489		$	4,597		$	6,505		$	6,362
Average interest rate		3.6	%		6.8	%		6.4	%		6.9	%		5.5	%		6.8	%		6.6	%
Floating rate	$	100		$	–		$	–		$	–		$	–		$	–		$	100		$	100
Average interest rate		3.9	%		–	%		–	%		–	%		–	%		–	%		3.9	%

FOREIGN CURRENCY RISK

We enter into foreign currency exchange and purchase contracts to manage our exposure to exchange rate fluctuations on transactions related to our Canadian operations. Changes in the fair value of these contracts are recognized currently in income and are intended to offset the income effect of translating the foreign currency denominated transactions that they are intended to hedge.

As of December 31, 2009, we had commitments to purchase $456 million of U.S. dollars and commitments to sell $604 million of U.S. dollars. These commitments matured on or before February 1, 2010, resulting in a $3 million loss in the first quarter of 2010.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) for Valero. Our management evaluated the effectiveness of Valero’s internal control over financial reporting as of December 31, 2009. In its evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Management believes that as of December 31, 2009, our internal control over financial reporting was effective based on those criteria.

Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, which begins on page 62 of this report.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
of Valero Energy Corporation and subsidiaries:

We have audited the accompanying consolidated balance sheets of Valero Energy Corporation and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity, cash flows and comprehensive income for each of the years in the three-year period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Valero Energy Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the PCAOB, the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 2010, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

San Antonio, Texas
February 26, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
of Valero Energy Corporation and subsidiaries:

We have audited Valero Energy Corporation and subsidiaries’ (the Company’s) internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Valero Energy Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the PCAOB, the consolidated balance sheets of Valero Energy Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity, cash flows and comprehensive income for each of the years in the three-year period ended December 31, 2009, and our report dated February 26, 2010 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

San Antonio, Texas
February 26, 2010

VALERO ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Millions of Dollars, Except Par Value)


	December 31,
	2009			2008

ASSETS
Current assets:
Cash and temporary cash investments	$	825		$	940
Restricted cash		122			131
Receivables, net		3,773			2,895
Inventories		4,863			4,620
Income taxes receivable		888			197
Deferred income taxes		180			98
Prepaid expenses and other		261			550
Assets related to discontinued operations		11			19

Total current assets		10,923			9,450

Property, plant and equipment, at cost		28,606			26,119
Accumulated depreciation		(5,594	)		(4,698	)

Property, plant and equipment, net		23,012			21,421

Intangible assets, net		227			224
Deferred charges and other assets, net		1,395			1,436
Long-term assets related to discontinued operations		72			1,886

Total assets	$	35,629		$	34,417

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of debt and capital lease obligations	$	237		$	312
Accounts payable		5,760			4,323
Accrued expenses		514			370
Taxes other than income taxes		725			592
Income taxes payable		95			–
Deferred income taxes		253			485
Liabilities related to discontinued operations		214			127

Total current liabilities		7,798			6,209

Debt and capital lease obligations, less current portion		7,163			6,264

Deferred income taxes		4,063			3,829

Other long-term liabilities		1,869			2,158

Long-term liabilities related to discontinued operations		11			337

Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value; 1,200,000,000 shares authorized; 673,501,593 and 627,501,593 shares issued		7			6
Additional paid-in capital		7,896			7,190
Treasury stock, at cost; 108,798,847 and 111,290,436 common shares		(6,721	)		(6,884	)
Retained earnings		13,178			15,484
Accumulated other comprehensive income (loss)		365			(176	)

Total stockholders’ equity		14,725			15,620

Total liabilities and stockholders’equity	$	35,629		$	34,417

See Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Millions of Dollars, Except per Share Amounts)


	Year Ended December 31,
	2009			2008			2007

Operating revenues (1)	$	68,144		$	113,136		$	89,987

Costs and expenses:
Cost of sales		61,959			101,830			77,059
Operating expenses		3,311			4,046			3,666
Retail selling expenses		702			768			750
General and administrative expenses		572			559			638
Depreciation and amortization expense		1,428			1,363			1,244
Asset impairment loss		230			86			–
Gain on sale of Krotz Springs Refinery		–			(305	)		–
Goodwill impairment loss		–			4,028			–

Total costs and expenses		68,202			112,375			83,357

Operating income (loss)		(58	)		761			6,630
Other income, net		17			113			167
Interest and debt expense:
Incurred		(520	)		(451	)		(466	)
Capitalized		112			104			105

Income (loss) from continuing operations before income tax expense (benefit)		(449	)		527			6,436
Income tax expense (benefit)		(97	)		1,539			2,059

Income (loss) from continuing operations		(352	)		(1,012	)		4,377
Income (loss) from discontinued operations, net of income taxes		(1,630	)		(119	)		857

Net income (loss)	$	(1,982	)	$	(1,131	)	$	5,234

Earnings (loss) per common share:
Continuing operations	$	(0.65	)	$	(1.93	)	$	7.73
Discontinued operations		(3.02	)		(0.23	)		1.51

Total	$	(3.67	)	$	(2.16	)	$	9.24

Weighted-average common shares outstanding (in millions)		541			524			565
Earnings (loss) per common share – assuming dilution:
Continuing operations	$	(0.65	)	$	(1.93	)	$	7.40
Discontinued operations		(3.02	)		(0.23	)		1.48

Total	$	(3.67	)	$	(2.16	)	$	8.88

Weighted-average common shares outstanding –assuming dilution (in millions)		541			524			579
Dividends per common share	$	0.60		$	0.57		$	0.48



Supplemental information:
(1) Includes excise taxes on sales by our U.S. retail system	$	873		$	816		$	801

See Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Millions of Dollars)

Accumulated

Additional

Other

Common

Paid-in

Treasury

Retained

Comprehensive

Stock

Capital

Stock

Earnings

Income (Loss)

Balance as of December 31, 2006

7,779

(1,396

)

11,951

265

Net income

–

5,234

–

Dividends on common stock

–

(271

)

–

Stock-based compensation expense

–

Shares repurchased under $6 billion common stock purchase program

–

(4,873

)

–

Shares issued, net of shares repurchased, in connection with employee stock plans and other

–

(757

)

172

–

Other comprehensive income

–

308

Balance as of December 31, 2007

7,111

(6,097

)

16,914

573

Net loss

–

(1,131

)

–

Dividends on common stock

–

(299

)

–

Stock-based compensation expense

–

Shares repurchased under $6 billion common stock purchase program

–

(667

)

–

Shares repurchased, net of shares issued, in connection with employee stock plans and other

–

(120

)

–

Other comprehensive loss

–

(749

)

Balance as of December 31, 2008

7,190

(6,884

)

15,484

(176

)

Net loss

–

(1,982

)

–

Dividends on common stock

–

(324

)

–

Sale of common stock

798

–

Stock-based compensation expense

–

Shares issued, net of shares repurchased, in connection with employee stock plans and other

–

(160

)

163

–

Other comprehensive income

–

541

Balance as of December 31, 2009

7,896

(6,721

)

13,178

365

See Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)


	Year Ended December 31,
	2009			2008			2007

Cash flows from operating activities:
Net income (loss)	$	(1,982	)	$	(1,131	)	$	5,234
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense		1,527			1,476			1,376
Asset impairment loss		607			103			–
Goodwill impairment loss		–			4,069			–
Gain on sale of Krotz Springs Refinery and Lima Refinery		–			(305	)		(827	)
Loss on shutdown of Delaware City Refinery		1,868			–			–
Noncash interest expense and other income, net		(2	)		(76	)		(10	)
Stock-based compensation expense		66			59			100
Deferred income tax expense (benefit)		(343	)		675			(131	)
Changes in current assets and current liabilities		255			(1,630	)		(469	)
Changes in deferred charges and credits and other operating activities, net		(173	)		(145	)		(15	)

Net cash provided by operating activities		1,823			3,095			5,258


Cash flows from investing activities:
Capital expenditures		(2,306	)		(2,893	)		(2,260	)
Deferred turnaround and catalyst costs		(415	)		(408	)		(518	)
Purchase of certain VeraSun Energy Corporation facilities		(556	)		–			–
Advance payments related to purchase of ethanol facilities		(21	)		–			–
Proceeds from sale of Krotz Springs Refinery		–			463			–
Proceeds from sale of Lima Refinery		–			–			2,428
Contingent payments in connection with acquisitions		–			(25	)		(75	)
(Investment) return of investment in Cameron Highway Oil Pipeline Company, net		27			24			(209	)
Proceeds from minor dispositions of property, plant and equipment		16			25			63
Minor acquisitions		(29	)		(144	)		–
Other investing activities, net		(8	)		(7	)		(11	)

Net cash used in investing activities		(3,292	)		(2,965	)		(582	)


Cash flows from financing activities:
Proceeds from the sale of common stock, net of issuance costs		799			–			–
Non-bank debt:
Borrowings		998			–			2,245
Repayments		(285	)		(374	)		(463	)
Bank credit agreements:
Borrowings		39			296			3,000
Repayments		(39	)		(296	)		(3,000	)
Accounts receivable sales program:
Proceeds from sale of receivables		950			–			–
Repayments		(850	)		–			–
Purchase of common stock for treasury		(4	)		(955	)		(5,788	)
Issuance of common stock in connection with employee benefit plans		11			16			159
Benefit from tax deduction in excess of recognized stock-based compensation cost		5			9			311
Common stock dividends		(324	)		(299	)		(271	)
Other financing activities		(11	)		(4	)		(24	)

Net cash provided by (used in) financing activities		1,289			(1,607	)		(3,831	)

Effect of foreign exchange rate changes on cash		65			(47	)		29

Net increase (decrease) in cash and temporary cash investments		(115	)		(1,524	)		874
Cash and temporary cash investments at beginning of year		940			2,464			1,590

Cash and temporary cash investments at end of year	$	825		$	940		$	2,464

See Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Millions of Dollars)


	Year Ended December 31,
	2009			2008			2007

Net income (loss)	$	(1,982	)	$	(1,131	)	$	5,234


Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense of $-, $-, and $31		375			(490	)		250


Pension and other postretirement benefits:
Net gain (loss) arising during the year, net of income tax (expense) benefit of $(132), $227, and $(56)		219			(410	)		80

Net (gain) loss reclassified into income, net of income tax expense (benefit) of $(2), $-, and $(3)		(1	)		(1	)		6

Net gain (loss) on pension and other postretirement benefits		218			(411	)		86


Net gain (loss) on derivative instruments designated and qualifying as cash flow hedges:
Net gain (loss) arising during the year, net of income tax (expense) benefit of $(44), $(46), and $6		81			85			(11	)
Net (gain) loss reclassified into income, net of income tax expense (benefit) of $72, $(36), and $9		(133	)		67			(17	)

Net gain (loss) on cash flow hedges		(52	)		152			(28	)


Other comprehensive income (loss)		541			(749	)		308


Comprehensive income (loss)	$	(1,441	)	$	(1,880	)	$	5,542

See Notes to Consolidated Financial Statements.

VALERO ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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. We are an independent petroleum refining and marketing company and own 15 refineries with a combined total throughput capacity as of December 31, 2009 of approximately 2.8 million barrels per day. We market our refined products through an extensive bulk and rack marketing network and approximately 5,800 retail and wholesale branded outlets in the United States and eastern Canada under various brand names including Valero^®, Diamond Shamrock^®, Shamrock^®, Ultramar^®, and Beacon^®. We also produce ethanol, and as of December 31, 2009, we operated seven ethanol plants in the Midwest with a combined capacity of approximately 780 million gallons per year. Our operations are affected by:

•

company-specific factors, primarily refinery utilization rates and refinery maintenance turnarounds;

•

seasonal factors, such as the demand for refined products during the summer driving season and heating oil during the winter season; and

•

industry factors, such as movements in and the level of crude oil prices including the effect of quality differential between grades of crude oil, the demand for and prices of refined products, industry supply capacity, and competitor refinery maintenance turnarounds.

These consolidated financial statements include the accounts of Valero and subsidiaries in which Valero has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. Investments in significant noncontrolled entities are accounted for using the equity method.

As discussed in Note 2, we permanently shut down our Delaware City Refinery in the fourth quarter of 2009. As a result, the results of operations of the Delaware City Refinery have been presented as discontinued operations in the consolidated statements of income for all periods presented. Also see Note 2 for a discussion of the presentation in the consolidated statements of income of the results of operations of the Krotz Springs Refinery and the Lima Refinery, which were sold effective July 1, 2008 and July 1, 2007, respectively.

The term UDS Acquisition refers to the merger of Ultramar Diamond Shamrock Corporation (UDS) into Valero effective December 31, 2001. The term Premcor Acquisition refers to the merger of Premcor Inc. (Premcor) into Valero effective September 1, 2005.

We have evaluated subsequent events that occurred after December 31, 2009 through the filing of this Form 10-K. Any material subsequent events that occurred during this time have been properly recognized or disclosed in our financial statements.

Financial Accounting Standards Board (FASB) “Accounting Standards Codification™” (the Codification or ASC)

The Codification is the single source of authoritative generally accepted accounting principles (GAAP) recognized by the FASB, to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification became effective for interim and annual periods ending after September 15, 2009 and superseded all previously existing non-SEC accounting and reporting standards.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

All other non-grandfathered non-SEC accounting literature not included in the Codification is nonauthoritative. All of our references to GAAP now use the specific Codification Topic or Section rather than prior accounting and reporting standards. The Codification did not change existing GAAP and, therefore, did not affect our financial position or results of operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

Cash and Temporary Cash Investments

Our temporary cash investments are highly liquid, low-risk debt instruments that have a maturity of three months or less when acquired. Cash and temporary cash investments exclude cash that is not available to us due to restrictions related to its use. Such amounts are segregated in the consolidated balance sheets in restricted cash as described in Note 4.

Inventories

Inventories are carried at the lower of cost or market. The cost of refinery feedstocks purchased for processing, refined products, and grain and ethanol inventories are determined under the last-in, first-out (LIFO) method using the dollar-value LIFO method, with any increments valued based on average purchase prices during the year. The cost of feedstocks and products purchased for resale and the cost of materials, supplies, and convenience store merchandise are determined principally under the weighted-average cost method.

Property, Plant and Equipment

Additions to property, plant and equipment, including capitalized interest and certain costs allocable to construction and property purchases, are recorded at cost.

The costs of minor property units (or components of property units), net of salvage value, retired or abandoned are charged or credited to accumulated depreciation under the composite method of depreciation. Gains or losses on sales or other dispositions of major units of property are recorded in income and are reported in depreciation and amortization expense in the consolidated statements of income, except gains or losses on dispositions of certain property, plant and equipment that are reported on a separate line item due to materiality.

Depreciation of property, plant and equipment used in the refining and retail segments is recorded on a straight-line basis over the estimated useful lives of the related facilities primarily using the composite method of depreciation. Depreciation of property, plant and equipment used in the ethanol segment is recorded on a straight-line basis over the estimated useful lives of each individual asset. Leasehold improvements and assets acquired under capital leases are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the related asset.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill and Intangible Assets

Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed. Intangible assets are assets that lack physical substance (excluding financial assets). Goodwill acquired in a business combination and intangible assets with indefinite useful lives are not amortized and intangible assets with finite useful lives are amortized on a straight-line basis over 1 to 40 years. Goodwill and intangible assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired. See Note 9.

Deferred Charges and Other Assets

“Deferred charges and other assets, net” include the following:

•

refinery turnaround costs, which are incurred in connection with planned major maintenance activities at our refineries and which are deferred when incurred and amortized on a straight-line basis over the period of time estimated to lapse until the next turnaround occurs;

•

fixed-bed catalyst costs, representing the cost of catalyst that is changed out at periodic intervals when the quality of the catalyst has deteriorated beyond its prescribed function, which are deferred when incurred and amortized on a straight-line basis over the estimated useful life of the specific catalyst;

•

investments in entities that we do not control; and

•

other noncurrent assets such as long-term investments, convenience store dealer incentive programs, nonqualified pension plan assets, debt issuance costs, and various other costs.

We evaluate our equity method investments for impairment when there is evidence that we may not be able to recover the carrying amount of our investments or the investee is unable to sustain an earnings capacity that justifies the carrying amount. A loss in the value of an investment that is other than a temporary decline is recognized currently in earnings, and is based on the difference between the estimated current fair value of the investment and its carrying amount. We believe that the carrying amounts of our equity method investments as of December 31, 2009 are recoverable.

In November 2008, the FASB modified ASC Topic 323, “Investments—Equity Method and Joint Ventures,” to provide guidance regarding (i) initial measurement of an equity investment, (ii) recognition of an other-than-temporary impairment of an equity method investment, including any impairment charge taken by the investee, and (iii) accounting for a change in ownership level or degree of influence on an investee. These provisions were effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. These provisions apply prospectively to equity method investments acquired after the effective date. Because we did not acquire any equity method investments during 2009, the adoption of these provisions effective January 1, 2009 did not affect our financial position or results of operations.

Impairment and Disposal of Long-Lived Assets

Long-lived assets (excluding goodwill, intangible assets with indefinite lives, equity method investments, and deferred tax assets) are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount 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 in an amount by which its carrying amount exceeds its fair value, with fair value determined based on discounted

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

estimated net cash flows or other appropriate methods. We believe that the carrying amounts of our long-lived assets as of December 31, 2009 are recoverable. See Note 3.

Taxes Other than Income Taxes

Taxes other than income taxes include primarily liabilities for ad valorem, excise, sales and use, and payroll taxes.

Income Taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred amounts are measured using enacted tax rates expected to apply to taxable income in the year those temporary differences are expected to be recovered or settled.

We have elected to classify any interest expense and penalties related to the underpayment of income taxes in income tax expense in our consolidated statements of income.

Asset Retirement Obligations

We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to retire a tangible long-lived asset at the time we incur that liability, which is generally when the asset is purchased, constructed, or leased. We record the liability when we have a legal obligation to incur costs to retire the asset and when a reasonable estimate of the fair value of the liability can be made. If a reasonable estimate cannot be made at the time the liability is incurred, we record the liability when sufficient information is available to estimate the liability’s fair value.

We have asset retirement obligations with respect to certain of our refinery assets due to various legal obligations to clean and/or dispose of various component parts of each refinery at the time they are retired. However, these component parts can be used for extended and indeterminate periods of time as long as they are properly maintained and/or upgraded. It is our practice and current intent to maintain our refinery assets and continue making improvements to those assets based on technological advances. As a result, we believe that our refineries have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire refinery assets cannot reasonably be estimated at this time. When a date or range of dates can reasonably be estimated for the retirement of any component part of a refinery, we estimate the cost of performing the retirement activities and record a liability for the fair value of that cost using established present value techniques.

We also have asset retirement obligations for the removal of underground storage tanks (USTs) for refined products at owned and leased retail locations. There is no legal obligation to remove USTs while they remain in service. However, environmental laws require that unused USTs be removed within certain periods of time after the USTs no longer remain in service, usually one to two years depending on the jurisdiction in which the USTs are located. We have estimated that USTs at our owned retail locations will not remain in service after 25 years of use and that we will have an obligation to remove those USTs at that time. For our leased retail locations, our lease agreements generally require that we remove certain improvements, primarily USTs and signage, upon termination of the lease. While our lease agreements typically contain options for multiple renewal periods, we have not assumed that such leases will be renewed for purposes of estimating our obligation to remove USTs and signage.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currency Translation

The functional currencies of our Canadian and Aruban operations are the Canadian dollar and the Aruban florin, respectively. The translation of the Canadian operations into U.S. dollars is computed for balance sheet accounts using exchange rates in effect as of the balance sheet date and for revenue and expense accounts using the weighted-average exchange rates during the year. Adjustments resulting from this translation are reported in other comprehensive income. The value of the Aruban florin is fixed to the U.S. dollar at 1.79 Aruban florins to one U.S. dollar. The translation of the Aruban operations into U.S. dollars is computed based on this fixed exchange rate for both balance sheet and income statement accounts. As a result, there are no adjustments resulting from this translation reported in other comprehensive income.

Revenue Recognition

Revenues for products sold by the refining, retail, and ethanol segments are recorded upon delivery of the products to our customers, which is the point at which title to the products is transferred, and when payment has either been received or collection is reasonably assured. Revenues for services are recorded when the services have been provided.

We present excise taxes on sales by our U.S. retail system on a gross basis with supplemental information regarding the amount of such taxes included in revenues provided in a footnote on the face of the income statement. All other excise taxes are presented on a net basis in the income statement.

We enter into certain purchase and sale arrangements with the same counterparty that are deemed to be made in contemplation of one another. We combine these transactions and, as a result, revenues and cost of sales are not recognized in connection with these arrangements.

We also enter into refined product exchange transactions to fulfill sales contracts with our customers by accessing refined products in markets where we do not operate our own refineries. These refined product exchanges are accounted for as exchanges of non-monetary assets, and no revenues are recorded on these transactions.

Product Shipping and Handling Costs

Costs incurred for shipping and handling of products are included in cost of sales in the consolidated statements of income.

Environmental Matters

Liabilities for future remediation costs are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs over a 20-year time period using currently available technology and applying current regulations, as well as our own internal environmental policies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Derivatives and Hedging

All derivative instruments are recorded in the balance sheet as either assets or liabilities measured at their fair values. When we enter into a derivative instrument, it is designated as a fair value hedge, a cash flow hedge, an economic hedge, or a trading activity. The gain or loss on a derivative instrument designated and qualifying as a fair value hedge, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized currently in income in the same period. The effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedge is initially reported as a component of other comprehensive income and is then recorded in income in the period or periods during which the hedged forecasted transaction affects income. The ineffective portion of the gain or loss on the cash flow derivative instrument, if any, is recognized in income as incurred. For our economic hedging relationships (hedges not designated as fair value or cash flow hedges) and for derivative instruments entered into by us for trading purposes, the derivative instrument is recorded at fair value and changes in the fair value of the derivative instrument are recognized currently in income. Income effects of commodity derivative instruments, other than certain contracts related to an earn-out agreement discussed in Notes 2 and 17, are recorded in cost of sales while income effects of interest rate swaps (if applicable) are recorded in interest and debt expense.

In March 2008, ASC Topic 815, “Derivatives and Hedging,” was modified to establish disclosure requirements for derivative instruments and for hedging activities. The required disclosures include qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about contingent features related to credit risk in derivative agreements. These disclosures were effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. The adoption of these provisions of Topic 815 effective January 1, 2009 did not affect our financial position or results of operations but did result in additional disclosures, which are provided in Note 18.

Financial Instruments

Our financial instruments include cash and temporary cash investments, restricted cash, receivables, payables, debt, capital lease obligations, commodity derivative contracts, and foreign currency derivative contracts. The estimated fair values of these financial instruments approximate their carrying amounts as reflected in the consolidated balance sheets, except for certain debt as discussed in Note 12. The fair values of our debt, commodity derivative contracts, and foreign currency derivative contracts were estimated primarily based on year-end quoted market prices and inputs other than quoted prices that are observable for the asset or liability.

In April 2009, the provisions of ASC Topic 825, “Financial Instruments,” were modified to require a publicly traded company to include disclosures about the fair value of its financial instruments for interim reporting periods as well as in annual financial statements. We adopted these provisions effective in the first quarter of 2009, the adoption of which did not affect our financial position or results of operations because only disclosures were affected by the new requirements.

Fair Value Measurements

In February 2008, ASC Topic 820, “Fair Value Measurements and Disclosures,” was modified to delay the effective date for applying fair value measurement disclosures for nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 18, 2008. The implementation of this provision of Topic 820 for these assets and liabilities effective January 1, 2009 did not affect our financial position or results of operations but did result in additional disclosures, which are provided in Note 17.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In August 2009, the FASB modified Topic 820 to address the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available. In such circumstances, a reporting entity is required to measure fair value using one or more of the following techniques: (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset, or the quoted prices for similar liabilities or similar liabilities when traded as assets; or (ii) another valuation technique that is consistent with Topic 820. The FASB also clarified that when estimating the fair value of the liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. This modification also clarified that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. This guidance is effective for the first reporting period (including interim periods) beginning after issuance, the adoption of which in the fourth quarter of 2009 did not affect our financial position or results of operations.

Earnings per Common Share

Earnings per common share is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding for the year. Earnings per common share assuming dilution reflects the potential dilution of our outstanding stock options and nonvested shares granted to employees in connection with our stock compensation plans. In addition, see Notes 14 and 15 for a discussion of an accelerated share repurchase program during 2007 and its effect on earnings per common share assuming dilution for the year ended December 31, 2007. Common equivalent shares were excluded from the computation of diluted loss per share for the years ended December 31, 2009 and 2008 because the effect of including such shares would be antidilutive.

Effective January 1, 2009, we adopted amendments to ASC Topic 260, “Earnings Per Share,” which require participating share-based payment awards to be included in the computation of basic earnings per share using the two-class method and require the restatement of prior period earnings per share. Shares of restricted stock granted under certain of our stock-based compensation plans represent participating share-based payment awards covered by these provisions. The adoption of these provisions did not have any effect on the calculation of the basic loss per common share from continuing operations for the years ended December 31, 2009 and 2008, but did reduce basic earnings per common share from continuing operations by $0.02 per common share from the amount originally reported that was attributable to continuing operations for the year ended December 31, 2007. The calculation is provided in Note 15.

Comprehensive Income

Comprehensive income consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost.

Stock-Based Compensation

Compensation expense for our share-based compensation plans is based on the fair value of the awards granted and is recognized in our consolidated statements of income on a straight-line basis over the requisite service period of each award. For new grants that have retirement-eligibility provisions, we use the non-substantive vesting period approach, under which compensation cost is recognized immediately

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

for awards granted to retirement-eligible employees or over the period from the grant date to the date retirement eligibility is achieved if that date is expected to occur during the nominal vesting period. Our total stock-based compensation expense recognized for the years ended December 31, 2009, 2008, and 2007 was $44 million, net of tax benefits of $24 million, $38 million, net of tax benefits of $21 million, and $65 million, net of tax benefits of $35 million, respectively. If we had used the non-substantive vesting period approach for awards granted prior to January 1, 2006 (the date of the adoption of the non-substantive vesting period approach), net income (loss) would have increased by $1 million, $2 million, and $4 million for the years ended December 31, 2009, 2008, and 2007, respectively.

We report the effect of tax deductions in excess of recognized stock-based compensation cost as a financing cash flow, which were $5 million, $9 million, and $311 million for the years ended December 31, 2009, 2008, and 2007, respectively.

Business Combinations

Effective January 1, 2009, we adopted the new provisions of ASC Topic 805, “Business Combinations,” which address the recognition and measurement of (i) identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and (ii) goodwill acquired or gain from a bargain purchase. In addition, acquisition-related costs are accounted for as expenses in the period in which the costs are incurred and the services are received. These provisions were applied to the acquisition of certain ethanol plants from VeraSun Energy Corporation (VeraSun, with the acquisition referred to as the VeraSun Acquisition) in the second quarter of 2009, which is discussed in Note 2.

Defined Benefit Pension Plans

In December 2008, the FASB modified ASC Topic 715, “Compensation—Retirement Benefits,” to require enhanced disclosures regarding (i) investment policies and strategies, (ii) categories of plan assets, (iii) fair value measurements of plan assets, and (iv) significant concentrations of risk. These disclosures are effective for fiscal years ending after December 15, 2009, with earlier application permitted. See Note 21 for the additional disclosures required by this accounting pronouncement. Since only disclosures are affected by these requirements, the adoption of these provisions effective December 31, 2009 did not affect our financial position or results of operations.

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, ASC Topic 810, “Consolidation,” was modified to provide guidance for the accounting and reporting of noncontrolling interests, changes in controlling interests, and the deconsolidation of subsidiaries. In addition, this modification provided that an entity shall disclose pro forma net income and pro forma earnings per share if an entity has one or more noncontrolling interests. The adoption of these provisions of Topic 810 effective January 1, 2009 did not affect our financial position or results of operations.

Subsequent Events

In May 2009, ASC Topic 855, “Subsequent Events,” was issued, which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, guidance was provided regarding (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures that an entity should make about events or

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

transactions that occur after the balance sheet date. The provisions of Topic 855 are to be applied prospectively and are effective for interim or annual financial periods ending after June 15, 2009. The adoption of the provisions of Topic 855 in the second quarter of 2009 did not affect our financial position or results of operations but did result in additional disclosures, which are provided above under “Basis of Presentation and Principles of Consolidation.”

New Accounting Pronouncements

FASB Statement No. 166

In June 2009, the FASB issued Statement No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140.” According to ASC Topic 105, “Generally Accepted Accounting Principles,” Statement No. 166 shall continue to represent authoritative guidance until it is integrated into the Codification. Statement No. 166 amends and clarifies provisions related to the transfer of financial assets in order to address application and disclosure issues. In general, Statement No. 166 clarifies the requirements for derecognizing transferred financial assets, removes the concept of a qualifying special-purpose entity and related exceptions, and requires additional disclosures related to transfers of financial assets. Statement No. 166 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009, and earlier application is prohibited. The adoption of Statement No. 166 effective January 1, 2010 has not had a material effect on our financial position or results of operations.

FASB Statement No. 167

In June 2009, the FASB issued Statement No. 167, “Amendments to FASB Interpretation No. 46(R).” According to ASC Topic 105, Statement No. 167 shall continue to represent authoritative guidance until it is integrated into the Codification. Statement No. 167 amends provisions related to variable interest entities to include entities previously considered qualifying special-purpose entities, as the concept of these entities was eliminated by Statement No. 166. This statement also clarifies consolidation requirements and expands disclosure requirements related to variable interest entities. Statement No. 167 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009, and earlier application is prohibited. The adoption of Statement No. 167 effective January 1, 2010 has not had a material effect on our financial position or results of operations.

Fair Value Measurements and Disclosures

In January 2010, the provisions of ASC Topic 820 were modified to require additional disclosures, including transfers in and out of Level 1 and 2 fair value measurements and the gross basis presentation of the reconciliation of Level 3 fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for disclosures related to Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 (including interim periods). Early adoption is permitted. We have adopted all of these provisions of ASC Topic 820 effective December 31, 2009. Since only disclosures are affected by these requirements, the adoption of these provisions did not affect our financial position or results of operations.

Reclassifications

Certain amounts for 2008 and 2007 that were previously reported in our annual report on Form 10-K for the year ended December 31, 2008 have been reclassified to conform to the 2009 presentation. Our consolidated balance sheet as of December 31, 2008 and our consolidated statements of income for the years ended December 31, 2008 and 2007 have been reclassified to present the assets, liabilities, and operations of the Delaware City Refinery as discontinued operations. In addition, asset impairment losses

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(discussed in Note 3) have been presented on a separate line in the 2009 consolidated statement of income due to the materiality of the amount in 2009. For comparability with this presentation, asset impairment losses resulting from the cancellation of certain capital projects classified as “construction in progress” for the year ended December 31, 2008 have been reclassified from operating expenses and reflected on a separate line. The asset impairment losses are also presented on a separate line in the consolidated statements of cash flows, which resulted in an adjustment to capital expenditures previously reported for the year ended December 31, 2008.

2. ACQUISITIONS, DISPOSITIONS, AND PERMANENT PLANT CLOSURE

Shutdown of Delaware City Refinery

On November 20, 2009, we announced the permanent shutdown of our Delaware City Refinery due to financial losses caused by poor economic conditions, significant capital spending requirements, and high operating costs. In the fourth quarter of 2009, we recorded a pre-tax loss of $1.9 billion, of which $1.4 billion represented the write-down of the book value of the refinery assets to net realizable value (see discussion in Note 3 below). The remaining loss was comprised primarily of $132 million related to the recognition of previously deferred losses on cash flow hedges that were discontinued due to the shutdown (see Note 18), $95 million of asset retirement obligations, $81 million of cancelled capital projects, $56 million of contract cancellation costs, and $47 million of employee termination costs. In addition to the loss resulting from the permanent shutdown of our Delaware City Refinery, the results of operations of the Delaware City Refinery for 2009 also included $377 million of other pre-tax asset impairment losses, including both operating assets and projects in progress as further discussed in Note 3, and $393 million of pre-tax losses from operations. During 2008, the Delaware City Refinery incurred a pre-tax loss of $190 million, comprised of $132 million of operating losses, $41 million of goodwill impairment loss, and $17 million of asset impairment losses. The consolidated statements of income reflect the operations related to the Delaware City Refinery in “income (loss) from discontinued operations, net of income taxes” for all periods presented. The remaining carrying amount of the Delaware City Refinery assets as of December 31, 2009 is immaterial.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial information related to the assets, liabilities, and operations of the Delaware City Refinery is summarized as follows (in millions).


	December 31,
	2009		2008

Current assets related to discontinued operations:
Receivables, net	$	6	$	2
Inventories		4		17
Prepaid expenses and other		1		–

Total current assets related to discontinued operations	$	11	$	19


Long-term assets related to discontinued operations:
Property, plant and equipment, net	$	15	$	1,792
Deferred charges and other assets, net		–		94
Deferred income taxes		57		–

Total long-term assets related to discontinued operations	$	72	$	1,886


Current liabilities related to discontinued operations:
Accounts payable	$	90	$	123
Accrued expenses		124		4

Total current liabilities related to discontinued operations	$	214	$	127


Long-term liabilities related to discontinued operations:
Deferred income taxes	$	–	$	334
Other long-term liabilities		11		3

Total long-term liabilities related to discontinued operations	$	11	$	337


	Year Ended December 31,
	2009			2008			2007

Operating revenues	$	2,764		$	5,978		$	5,340
Income (loss) before income tax expense		(2,637	)		(190	)		290

Acquisition of VeraSun Assets

In the second quarter of 2009, we acquired seven ethanol plants and a site under development from VeraSun. Because VeraSun was subject to bankruptcy proceedings and different lenders were involved with various plants, three separate closings were required to consummate the acquisition of these ethanol plants. On April 1, 2009, we closed on the acquisition of ethanol plants located in Charles City, Fort Dodge, and Hartley, Iowa; Aurora, South Dakota; and Welcome, Minnesota, and a site under development located in Reynolds, Indiana for consideration of $350 million. Through subsequent closings on April 9, 2009 and May 8, 2009, we acquired VeraSun’s ethanol plant in Albert City, Iowa, for consideration of $72 million and VeraSun’s ethanol plant in Albion, Nebraska, for consideration of $55 million, respectively. In conjunction with the acquisition of the seven ethanol plants, we also paid $79 million primarily for inventory and certain other working capital. We have elected to use the LIFO method of accounting for the commodity inventories related to the acquired ethanol business. We incurred approximately $10 million of acquisition-related costs that were recognized in general and administrative expenses in the consolidated statement of income for the year ended December 31, 2009.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The acquired ethanol business involves the production and marketing of ethanol and its co-products, including distillers grains. The ethanol operations are reflected as a reportable segment in Note 20, the operations of which complement our existing clean motor fuels business. The acquisition cost was funded with part of the proceeds from a $1 billion issuance of notes in March 2009, which is discussed in Note 12.

An independent appraisal of the assets acquired in the VeraSun Acquisition was completed, and the assets acquired and the liabilities assumed were recognized at their acquisition-date fair values as determined by the appraisal and other evaluations as follows (in millions):


Current assets, primarily inventory	$	77
Property, plant and equipment		491
Identifiable intangible assets		1
Current liabilities		(10	)
Other long-term liabilities		(3	)

Total consideration	$	556

Neither goodwill nor a gain from a bargain purchase was recognized in conjunction with the VeraSun Acquisition, and no significant contingent assets or liabilities were acquired or assumed in the acquisition.

The consolidated statements of income include the results of operations of the various ethanol plants commencing on their respective closing dates. The operating revenues and net income associated with the acquired ethanol plants included in our consolidated statement of income for the year ended December 31, 2009, and the consolidated pro forma operating revenues, net income (loss), and earnings (loss) per common share – assuming dilution of the combined entity had the VeraSun Acquisition occurred on January 1, 2009, 2008, and 2007, are shown in the table below (in millions, except per share amounts). The pro forma information assumes that the purchase price was funded with proceeds from the issuance of $556 million of debt on January 1 of each respective year. The pro forma financial information is not necessarily indicative of the results of future operations.


	Year Ended December 31,
	2009			2008			2007

Actual amounts from acquired business:
Operating revenues	$	1,198			N/A			N/A
Net income		92			N/A			N/A

Consolidated pro forma:
Operating revenues		68,367		$	114,625		$	90,766
Income (loss) from continuing operations		(358	)		(1,110	)		4,388
Earnings (loss) per common share from continuing operations - assuming dilution		(0.66	)		(2.12	)		7.42

Sale of Krotz Springs Refinery

Effective July 1, 2008, we sold our refinery in Krotz Springs, Louisiana to Alon Refining Krotz Springs, Inc. (Alon), a subsidiary of Alon USA Energy, Inc. The nature and significance of our post-closing

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

participation in an offtake agreement with Alon represents a continuation of activities with the Krotz Springs Refinery for accounting purposes, and as such the results of operations related to the Krotz Springs Refinery have not been presented as discontinued operations in the consolidated statements of income for the years ended December 31, 2008 and 2007. Under the offtake agreement, we agreed to (i) purchase all refined products from the Krotz Springs Refinery for three months after the effective date of the sale, (ii) purchase certain products for an additional one to five years after the expiration of the initial three-month period of the agreement, and (iii) provide certain refined products to Alon that are not produced at the Krotz Springs Refinery for an initial term of 15 months and thereafter until terminated by either party.

The sale resulted in a pre-tax gain of $305 million ($170 million after tax), which is presented as a separate line item in the consolidated statement of income for the year ended December 31, 2008. Cash proceeds, net of certain costs related to the sale, were $463 million, including approximately $135 million from the sale of working capital to Alon primarily related to the sale of inventory by our marketing and supply subsidiary.

In addition to the cash consideration received, we also received contingent consideration in the form of a three-year earn-out agreement based on certain product margins. This earn-out agreement qualified as a derivative contract and had a fair value of $171 million as of July 1, 2008. We hedged the risk of a decline in the referenced product margins by entering into certain commodity derivative contracts. On August 27, 2009, we settled the earn-out agreement with Alon for $35 million, of which $18 million was received on the settlement date and the remaining amount will be received in eight payments of $2.2 million each quarter beginning in the fourth quarter of 2009. In connection with the settlement of the earn-out agreement, we effectively closed our positions in the related commodity derivative contracts during the third quarter of 2009, as a result of which we locked in $175 million of cash proceeds on those contracts, approximately $105 million of which was received as of December 31, 2009 with the remaining proceeds to be received in varying monthly amounts through July 2011. As such, the total amount earned on the Alon earn-out agreement, including the related commodity derivative contracts, was $210 million.

Financial information as of July 1, 2008 related to the Krotz Springs Refinery assets and liabilities sold is summarized as follows (in millions):


Current assets (primarily inventory)	$	138
Property, plant and equipment, net		153
Goodwill		42
Deferred charges and other assets, net		4

Assets held for sale	$	337


Current liabilities	$	10

Liabilities related to assets held for sale	$	10

Sale of Lima Refinery

Effective July 1, 2007, we sold our refinery in Lima, Ohio to Husky Refining Company (Husky), a wholly owned subsidiary of Husky Energy Inc. In addition, our marketing and supply subsidiary separately sold certain inventory amounts to Husky as part of this transaction. The consolidated

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

statements of income reflect the operations related to the Lima Refinery for the periods prior to the effective date of the sale in “income (loss) from discontinued operations, net of income taxes.”

Proceeds from the sale were approximately $2.4 billion, including approximately $550 million from the sale of working capital to Husky primarily related to the sale of inventory by our marketing and supply subsidiary. The sale resulted in a pre-tax gain of $827 million, or $426 million after tax, which is included as a part of the reported income from discontinued operations in the consolidated statement of income for the year ended December 31, 2007.

Financial information related to the assets and liabilities sold is summarized as follows (in millions). The statement of income information presented below for 2007 does not include the gain on the sale of the Lima Refinery.


	July 1,
	2007

Current assets (primarily inventory)	$	570
Property, plant and equipment, net		929
Goodwill		107
Deferred charges and other assets, net		46

Assets held for sale	$	1,652


Current liabilities, including current portion of capital lease obligation	$	15
Capital lease obligation, excluding current portion		38

Liabilities related to assets held for sale	$	53


	Year Ended
	December 31,
	2007

Operating revenues	$	2,231
Income before income tax expense		391

Minor Acquisitions

In June 2009, we purchased the Trans-Texas Pipeline, the Wynnewood Pipeline, and their related tank and storage facilities from NuStar Logistics, L.P. for $29 million. These assets provide transportation and storage services for moving refined products from our McKee Refinery to Mont Belvieu, Texas, and from our Ardmore Refinery to the Magellan pipeline system in the Midwest.

In August 2008, we purchased 70 convenience stores and fueling kiosks from Albertson’s LLC for $87 million, including $4 million for inventory. These retail sites, which are located in Texas, Colorado, Arizona, and Louisiana, enhance our existing retail network and supply chain.

In February 2008, we purchased ConocoPhillips’ one-third undivided joint interest in a refined product pipeline and terminal for $57 million. These assets provide transportation and storage services for moving refined products from our McKee Refinery to markets in El Paso, Texas and Phoenix and Tucson, Arizona.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent Acquisition of Additional Ethanol Plants

In December 2009, we signed an agreement with ASA Ethanol Holdings, LLC (ASA) to buy two ethanol plants that had been previously owned by VeraSun. The two plants are located in Linden, Indiana and Bloomingburg, Ohio. In December 2009, we made a $20 million advance payment towards the purchase of these facilities, and in January 2010, we completed the acquisition for a total purchase price of approximately $200 million.

Also in December 2009, we received approval from a bankruptcy court to acquire an ethanol facility located near Jefferson, Wisconsin from Renew Energy LLC for $72 million plus certain receivables and inventories. In December 2009, we made a $1 million advance payment towards the purchase of this facility. We completed this acquisition on February 4, 2010.

3. IMPAIRMENTS

Goodwill Impairment

As shown in Note 9, as of December 31, 2007, we had goodwill with a balance of $4.0 billion. All of our goodwill was allocated among four reporting units that comprise the refining segment. These reporting units are the Gulf Coast, Mid-Continent, Northeast, and West Coast refining regions. Our annual test for impairment of goodwill was historically performed as of October 1 of each year. However, during the fourth quarter of 2008, there were severe disruptions in the capital and commodities markets that contributed to a significant decline in our common stock price. As a result, our equity market capitalization fell significantly below our net book value. Because this situation is an indicator that goodwill may be impaired, we performed an additional analysis to evaluate the potential impairment of our goodwill as of December 31, 2008. Based on this additional analysis, we determined that all of the goodwill in our four reporting units was impaired, which resulted in the recognition of a goodwill impairment loss of $4.1 billion ($4.0 billion after tax), of which $41 million ($40 million after tax) was attributed to the Delaware City Refinery and therefore reclassified to discontinued operations. For purposes of this goodwill impairment test, the fair value of each reporting unit was estimated based on the present value of expected future cash flows, with the present value determined using discount rates that reflected the risk inherent in the assets and risk premiums that reflected the volatility in the industry and the financial markets.

Impairment of Property, Plant and Equipment, Excluding Capital Projects

Due to the adverse changes in market conditions during 2008 discussed under “Goodwill Impairment” above, we also evaluated our significant operating assets for potential impairment as of December 31, 2008, and we determined that the carrying amount of each of these assets was recoverable. However, the economic slowdown that began in 2008 continued throughout 2009, thereby impacting demand for refined products and putting significant pressure on refined product margins. Due to these economic conditions, in June 2009, we announced our plan to shut down the Aruba Refinery temporarily as narrow heavy sour crude oil differentials made the refinery uneconomical to operate. The Aruba Refinery was shut down in July 2009 and is expected to continue to be shut down until market conditions improve. We are continuing to evaluate potential alternatives for this refinery, which may include the sale of the refinery. In addition, we have negotiated a settlement of various tax disputes with the Government of Aruba (GOA), which will be presented to the Aruban Parliament for approval and implementation. The outcome of this agreement could have a significant impact on the future economics of this refinery (see Note 23). As of December 31, 2009, the Aruba Refinery had a net book value of approximately $1.0 billion.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2009, we announced the shutdown of our coker and gasification units at our Delaware City Refinery also due to economic reasons. The coker unit was expected to remain shut down until economics improved and the gasification unit was permanently shut down. As a result, we recorded a pre-tax loss of approximately $280 million in the third quarter of 2009 related to the abandonment of that unit. In November 2009, our board of directors approved a plan to permanently shut down our Delaware City Refinery due to its financial losses caused by poor economic conditions, significant capital spending requirements, and high operating costs. Due to the permanent shutdown of the Delaware City Refinery, we recorded a pre-tax loss of $1.4 billion related to the write-down of depreciable property, plant and equipment to its net realizable value and the write-off of the remaining balance of deferred turnaround and catalyst costs (see discussion in Note 2 above).

As a result of the above factors, we readdressed the potential impairment of all of our facilities (excluding the Delaware City Refinery assets) as of December 31, 2009 based on an assumption that we would operate these facilities in the future, incorporating updated price assumptions into our future estimated undiscounted cash flows. In addition, we considered the probability of any asset sale proceeds related to potential sales scenarios that existed as of December 31, 2009. Based on our analysis, we determined that the carrying amount of each of our significant operating assets continued to be recoverable as of December 31, 2009. Our analysis, as it relates to our Aruba and Paulsboro Refineries, did not indicate impairment. However, the expected future cash flows from these refineries did not exceed their respective net book values by a large amount. As such, future unfavorable price assumption changes or an increase in the likelihood of a potential sale could result in a significant write-down of these assets.

During 2010, management intends to evaluate strategic alternatives for our Paulsboro Refinery. These alternatives could include a temporary shutdown, alternative processing configurations and arrangements, or a possible sale. The net book value of the Paulsboro Refinery was approximately $1.3 billion as of December 31, 2009.

Capital Project Write-offs

Due to the impact of the continuing economic slowdown on refining industry fundamentals, we further evaluated all of our capital projects classified as “construction in progress” during 2009. This was a continuation of an ongoing process that had commenced during the second half of 2008. As a result of this assessment, certain additional capital projects were permanently cancelled, resulting in write-offs of $408 million of project costs for the year ended December 31, 2009. This amount includes $178 million of project costs related to our Delaware City Refinery ($81 million of which was included in the $1.9 billion shutdown loss discussed in Note 2), the write-off of which is reported in discontinued operations in the consolidated statement of income. During the year ended December 31, 2008, we wrote off $103 million of capital projects (including $17 million related to the Delaware City Refinery that is reported as discontinued operations), the amount of which has been reclassified from operating expenses and presented separately for comparability with the 2009 presentation.

In addition to capital projects that have been written off, we have also suspended construction activity on various other projects. For example, our two hydrocracker projects on the Gulf Coast, one at the St. Charles Refinery and the other at the Port Arthur Refinery, have been temporarily suspended until market conditions and cash flows improve. As of December 31, 2009, approximately $1.1 billion of costs had been incurred on these two projects. In addition, various other projects with a total cost of approximately $600 million as of December 31, 2009 have also been temporarily suspended. These suspended projects remain in our strategic plan and were included in our impairment evaluations

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

discussed above, and the costs incurred to date have not been written off. We believe that the overall market conditions and our cash flows will improve in the future such that the completion and recoverability of these temporarily suspended projects is probable.

Effect of Impairment Assumptions

Due to the effect of the current unfavorable economic conditions on the refining industry, and our expectations of a continuation of such conditions for the near term, we will continue to monitor both our operating assets and our capital projects for additional potential asset impairments until conditions improve. The determination of future cash flows requires us to make significant estimates and assumptions about the future operations of our refineries, including overall throughput volumes, types of crude oil processed, types of products produced, and prices for crude oil and refined products. Prices for crude oil and refined products fluctuate significantly based on market factors, as well as geopolitical matters. Prices, in turn, impact refinery throughput assumptions. We believe that our estimates are reasonable; however, future cash flows will differ from our estimates and such differences may be material.

The sensitivity of our estimates is most significant with respect to the Aruba Refinery and the Paulsboro Refinery. As discussed above, we temporarily shut down the Aruba Refinery in July 2009. Our cash flow estimates assume that this refinery will restart in 2011 due to our expectation of improved prices resulting from an expected improvement in the worldwide economy. We have also assumed a high probability of a settlement with the GOA on our outstanding tax disputes. Should prices fail to improve as expected or other factors occur that result in our decision not to restart the refinery when expected, we may determine that the Aruba Refinery is impaired, and the resulting impairment loss could be material to our results of operations. With respect to the Paulsboro Refinery, the refinery’s expected future cash flows are primarily sensitive to differences between expected and actual refined product prices. In addition, future developments from our evaluation of strategic alternatives for the Paulsboro Refinery (including a potential sale) could significantly impact our asset impairment assumptions. Should we determine that the Paulsboro Refinery is impaired, the resulting impairment loss could be material to our results of operations.

4. RESTRICTED CASH

Restricted cash consisted of the following (in millions):


	December 31,
	2009		2008

Cash held in trust related to the UDS Acquisition	$	–	$	22
Cash held in trust related to the Premcor Acquisition		7		7
Cash related to escrow agreement with the Government of Aruba (see Note 23)		115		102

Restricted cash	$	122	$	131

The cash held in trust related to the UDS Acquisition as of December 31, 2008 was released during 2009 due to the expiration of the statute of limitations for certain payments for which the cash had been restricted.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. RECEIVABLES

Receivables consisted of the following (in millions):


	December 31,
	2009			2008

Accounts receivable	$	3,800		$	2,937
Notes receivable and other		18			16

		3,818			2,953
Allowance for doubtful accounts		(45	)		(58	)

Receivables, net	$	3,773		$	2,895

The changes in the allowance for doubtful accounts consisted of the following (in millions):


	Year Ended December 31,
	2009			2008			2007

Balance as of beginning of year	$	58		$	43		$	33
Increase in allowance charged to expense		28			43			34
Accounts charged against the allowance, net of recoveries		(42	)		(27	)		(25	)
Foreign currency translation		1			(1	)		1

Balance as of end of year	$	45		$	58		$	43

6. INVENTORIES

Inventories consisted of the following (in millions):


	December 31,
	2009		2008

Refinery feedstocks	$	2,124	$	2,140
Refined products and blendstocks		2,317		2,224
Ethanol feedstocks and products		141		–
Convenience store merchandise		96		90
Materials and supplies		185		166

Inventories	$	4,863	$	4,620

Refinery feedstock and refined product and blendstock inventory volumes totaled 113 million barrels and 114 million barrels as of December 31, 2009 and 2008, respectively. In addition, the ethanol segment inventories comprised 9 million bushels of corn, 48 million gallons of ethanol, and 69,000 tons of distillers grains as of December 31, 2009. Overall during 2009, we had a net liquidation of LIFO inventory layers that were established in prior years, the effect of which was to increase cost of sales by $66 million. There were no substantial liquidations of LIFO inventory layers for the years ended December 31, 2008 and 2007.

As of December 31, 2009 and 2008, the replacement cost (market value) of LIFO inventories exceeded their LIFO carrying amounts by approximately $4.5 billion and $686 million, respectively.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. PROPERTY, PLANT AND EQUIPMENT

Major classes of property, plant and equipment, which include capital lease assets, consisted of the following (in millions):


	Estimated	December 31,
	Useful Lives	2009			2008

Land		$	646		$	602
Crude oil processing facilities	10 - 33 years		20,819			19,333
Butane processing facilities	30 years		246			246
Pipeline and terminal facilities	24 - 44 years		668			549
Grain processing equipment	22 years		399			–
Retail facilities	5 - 22 years		851			787
Buildings	13 - 47 years		1,013			872
Other	2 - 44 years		1,208			1,098
Construction in progress			2,756			2,632

Property, plant and equipment, at cost			28,606			26,119
Accumulated depreciation			(5,594	)		(4,698	)

Property, plant and equipment, net		$	23,012		$	21,421

We had crude oil processing facilities, pipeline and terminal facilities, and certain buildings and other equipment under capital leases totaling $55 million and $54 million as of December 31, 2009 and 2008, respectively. Accumulated amortization on assets under capital leases was $17 million and $13 million, respectively, as of December 31, 2009 and 2008.

Depreciation expense related to continuing operations for the years ended December 31, 2009, 2008, and 2007 was $973 million, $921 million, and $848 million, respectively.

8. INTANGIBLE ASSETS

Intangible assets consisted of the following (in millions):


	December 31, 2009					December 31, 2008
	Gross		Accumulated			Gross		Accumulated
	Cost		Amortization			Cost		Amortization

Intangible assets subject to amortization:
Customer lists	$	114	$	(57	)	$	97	$	(43	)
Canadian retail operations		147		(30	)		127		(22	)
U.S. retail store operations		78		(64	)		95		(76	)
Air emission credits		62		(34	)		62		(29	)
Royalties and licenses		25		(14	)		25		(12	)
Gasoline and diesel sulfur credits		–		–			27		(27	)
Other		–		–			4		(4	)

Intangible assets subject to amortization	$	426	$	(199	)	$	437	$	(213	)

All of our intangible assets are subject to amortization. Amortization expense for intangible assets was $25 million, $33 million, and $48 million for the years ended December 31, 2009, 2008, and 2007,

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

respectively. The estimated aggregate amortization expense for the years ending December 31, 2010 through December 31, 2014 is as follows (in millions):


	Amortization
	Expense

2010	$	22
2011		16
2012		16
2013		16
2014		16

During the year ended December 31, 2009, both gross cost and accumulated amortization decreased by $50 million due to the retirement of certain intangible assets, and gross cost and accumulated amortization of intangible assets increased by $35 million and $11 million, respectively, due to fluctuations in the Canadian dollar exchange rate.

9. GOODWILL

The changes in the carrying amount of goodwill for the year ended December 31, 2008 were as follows (in millions):


Balance as of December 31, 2007	$	4,019
Settlements and adjustments related to acquisition tax contingencies, stock option exercises, and other		50
Goodwill impairment loss		(4,069	)

Balance as of December 31, 2008	$	–

Settlements and adjustments related to acquisition tax contingencies, stock option exercises, and other reflected in the table above relate primarily to settlements and adjustments of various income tax contingencies assumed in the UDS and Premcor Acquisitions and exercises of stock options assumed in those acquisitions, the effects of which were recorded as purchase price adjustments. See Note 3 for a discussion of the goodwill impairment loss recognized in 2008.

10. DEFERRED CHARGES AND OTHER ASSETS

“Deferred charges and other assets, net” includes refinery turnaround and catalyst costs, which are deferred and amortized as discussed in Note 1. Amortization expense related to continuing operations for deferred refinery turnaround and catalyst costs was $417 million, $394 million, and $336 million for the years ended December 31, 2009, 2008, and 2007, respectively.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cameron Highway Oil Pipeline Project

We own a 50% interest in Cameron Highway Oil Pipeline Company, a general partnership formed to construct and operate a crude oil pipeline. The 390-mile crude oil pipeline delivers up to 500,000 barrels per day from the Gulf of Mexico to the major refining areas of Port Arthur and Texas City, Texas. Our investment in Cameron Highway Oil Pipeline Company is accounted for using the equity method and is included in “deferred charges and other assets, net” in the consolidated balance sheets. During May and June of 2007, we made cash capital contributions of $215 million representing our 50% portion of the amount required to enable the joint venture to redeem its fixed-rate notes and variable-rate debt. As of December 31, 2009 and 2008, our investment in Cameron Highway Oil Pipeline Company totaled $281 million and $289 million, respectively.

11. ACCRUED EXPENSES

Accrued expenses consisted of the following (in millions):


	December 31,
	2009		2008

Employee wage and benefit costs	$	156	$	165
Interest expense		100		66
Derivative liabilities		109		7
Environmental liabilities		41		42
Other		108		90

Accrued expenses	$	514	$	370

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. DEBT AND CAPITAL LEASE OBLIGATIONS

Debt balances, at stated values, and capital lease obligations consisted of the following (in millions):


			December 31,
	Maturity		2009			2008

Bank credit facilities	Various		$	–		$	–
Industrial revenue bonds:
Tax-exempt Revenue Refunding Bonds (a):
Series 1997A, 5.45%		2027		24			24
Series 1997B, 5.40%		2018		33			33
Series 1997C, 5.40%		2018		33			33
Series 1997D, 5.125%		2009		–			9
Tax-exempt Waste Disposal Revenue Bonds:
Series 1997, 5.6%		2031		25			25
Series 1998, 5.6%		2032		25			25
Series 1999, 5.7%		2032		25			25
Series 2001, 6.65%		2032		19			19
3.50% notes		2009		–			200
4.75% notes		2013		300			300
4.75% notes		2014		200			200
6.125% notes		2017		750			750
6.625% notes		2037		1,500			1,500
6.875% notes		2012		750			750
7.50% notes		2032		750			750
8.75% notes		2030		200			200
Debentures:
7.25%		2010		25			25
7.65%		2026		100			100
8.75%		2015		75			75
Senior Notes:
6.125%		2011		200			200
6.70%		2013		180			180
6.75%		2011		210			210
6.75%		2014		185			185
6.75%		2037		24			100
7.20%		2017		200			200
7.45%		2097		100			100
7.50%		2015		287			287
9.375%		2019		750			–
10.50%		2039		250			–
Other debt		2010		200			100
Net unamortized discount, including fair value adjustments				(56	)		(68	)

Total debt				7,364			6,537
Capital lease obligations, including unamortized fair value adjustments of $3 and $3				36			39

Total debt and capital lease obligations				7,400			6,576
Less current portion				(237	)		(312	)

Debt and capital lease obligations, less current portion			$	7,163		$	6,264


(a)		The maturity dates reflected for the Series 1997A, 1997B, and 1997C tax-exempt revenue refunding bonds represent their final maturity dates; however, principal payments on these bonds commence in 2010.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Bank Credit Facilities

We have a revolving credit facility (the Revolver) that has a maturity date of November 2012. As of December 31, 2008, the Revolver had a borrowing capacity of $2.5 billion. In October 2009, Aurora Bank FSB (Aurora, formerly Lehman Brothers Bank, FSB), one of the participating banks under the Revolver, failed to fund its loan commitment related to our borrowing under this facility. Aurora’s aggregate commitment under the Revolver was $84 million. As a result, our borrowing capacity under the Revolver has been effectively reduced to $2.4 billion. Borrowings under the Revolver bear interest at LIBOR plus a margin, or an alternate base rate as defined under the agreement. We are also being charged various fees and expenses in connection with the Revolver, including facility fees and letter of credit fees. The interest rate and fees under the Revolver are subject to adjustment based upon the credit ratings assigned to our non-bank debt. The Revolver also includes certain restrictive covenants including a debt-to-capitalization ratio.

During the years ended December 31, 2009 and 2008, we borrowed and repaid $39 million and $296 million, respectively, under the Revolver. There were no borrowings under the Revolver during the year ended December 31, 2007. As of December 31, 2009 and 2008, there were no borrowings outstanding under the Revolver and letters of credit outstanding under this committed facility totaled $104 million and $199 million, respectively.

In addition to the Revolver, one of our Canadian subsidiaries has a committed revolving credit facility under which it may borrow and obtain letters of credit up to Cdn. $115 million. In December 2007, the Canadian credit facility was amended to extend the maturity date from December 2010 to December 2012. As of December 31, 2009 and 2008, we had no borrowings outstanding under our Canadian credit facility and letters of credit issued under this credit facility totaled Cdn. $22 million and Cdn. $19 million, respectively.

In July 2008, we entered into a one-year committed revolving letter of credit facility under which we could obtain letters of credit of up to $275 million. As of December 31, 2008, we had $82 million of outstanding letters of credit issued under this credit facility. This credit facility expired in July 2009.

We also have various uncommitted short-term bank credit facilities. As of December 31, 2009 and 2008, we had no borrowings outstanding under our uncommitted short-term bank credit facilities; however, there were $259 million and $201 million, respectively, of letters of credit outstanding under such facilities for which we are charged letter of credit issuance fees. The uncommitted credit facilities have no commitment fees or compensating balance requirements.

During April 2007, we borrowed $3 billion under a 364-day term credit agreement with a financial institution to fund the accelerated share repurchase program discussed in Note 14. The term loan bore interest at LIBOR plus a margin, or an alternate base rate as defined under the term credit agreement. In May 2007, we repaid $500 million of the borrowings under the term credit agreement. The remaining

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

balance of $2.5 billion was repaid in June 2007 using available cash and proceeds from our issuance of long-term notes in June 2007 described below.

Non-Bank Debt

In February 2007, we redeemed our 9.25% senior notes for $183 million, or 104.625% of stated value. These notes had a carrying amount of $187 million on the date of redemption, resulting in a gain of $4 million that was included in “other income, net” in the consolidated statement of income. In addition, we made scheduled debt repayments of $230 million in April 2007 related to our 6.125% notes and $50 million in November 2007 related to our 6.311% CORE notes.

In June 2007, we issued $750 million of 6.125% notes due June 15, 2017 and $1.5 billion of 6.625% notes due June 15, 2037. Proceeds from the issuance of these notes totaled $2.245 billion, before deducting underwriting discounts of $18 million.

On February 1, 2008, we redeemed our 9.50% senior notes for $367 million, or 104.75% of stated value. These notes had a carrying amount of $381 million on the date of redemption, resulting in a gain of $14 million that was included in “other income, net” in the consolidated statement of income. In addition, in March 2008, we made a scheduled debt repayment of $7 million related to certain of our other debt.

On April 1, 2009, we made scheduled debt repayments of $200 million related to our 3.5% notes and $9 million related to our 5.125% Series 1997D industrial revenue bonds.

Under the indenture related to our $100 million of 6.75% senior notes with a maturity date of October 15, 2037, on July 31, 2009, we notified the holders of such notes of our obligation to purchase any of those notes for which a written notice of purchase (purchase notice) was received from the holders prior to September 15, 2009. A purchase notice was received related to $76 million of the outstanding notes, which resulted in a charge of $6 million in the third quarter of 2009 to write off a pro rata portion of unamortized fair value adjustment. We redeemed the $76 million of notes at 100% of their principal amount plus accrued and unpaid interest to October 15, 2009, the date of the payment of the purchase price.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts Receivable Sales Facility

We have an accounts receivable sales facility with a group of third-party entities and financial institutions to sell on a revolving basis up to $1 billion of eligible trade receivables. In June 2009, we amended the agreement to extend the maturity date to June 2010. We use this program as a source of working capital funding. Under this program, one of our marketing subsidiaries (Valero Marketing) sells eligible receivables, without recourse, to another of our subsidiaries (Valero Capital), whereupon the receivables are no longer owned by Valero Marketing. Valero Capital, in turn, sells an undivided percentage ownership interest in the eligible receivables, without recourse, to the third-party entities and financial institutions. To the extent that Valero Capital retains an ownership interest in the receivables it has purchased from Valero Marketing, such interest is included in our consolidated financial statements solely as a result of the consolidation of the financial statements of Valero Capital with those of Valero Energy Corporation; the receivables are not available to satisfy the claims of the creditors of Valero Marketing or Valero Energy Corporation.

As of December 31, 2009 and 2008, $1.8 billion and $1.3 billion, respectively, of our accounts receivable composed the designated pool of accounts receivable included in the program. The amount of eligible receivables sold to the third-party entities and financial institutions was $200 million and $100 million as of December 31, 2009 and 2008, respectively. Proceeds from the sale of receivables under this facility are reflected as debt in our consolidated balance sheets and is presented as “other debt” in the table of debt and capital leases at the beginning of this Note 12. During the year ended December 31, 2009, we sold additional eligible receivables under this program of $950 million and repaid $850 million.

We remain responsible for servicing the receivables sold to the third-party entities and financial institutions and pay certain fees related to our sale of receivables under the program. The costs we incurred related to this facility were $8 million, $6 million, and $40 million for the years ended December 31, 2009, 2008, and 2007, respectively. Proceeds from collections under this facility of $5.5 billion, $3.3 billion, and $19.3 billion for the years ended December 31, 2009, 2008, and 2007, respectively, were reinvested in the program by the third-party entities and financial institutions. However, the third-party entities’ and financial institutions’ interests in our accounts receivable were never in excess of the sales facility limits at any time under this program. No accounts receivable included in this program were written off during 2009, 2008, or 2007.

Other Disclosures

Our revolving bank credit facilities and other debt arrangements contain various customary restrictive covenants, including cross-default and cross-acceleration clauses.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Principal payments due on debt as of December 31, 2009 were as follows (in millions):


2010	$	233
2011		418
2012		759
2013		489
2014		395
Thereafter		5,126
Net unamortized discount and fair value adjustments		(56	)

Total	$	7,364

For payments due on capital lease obligations, see Note 23.

As of December 31, 2009 and 2008, the estimated fair value of our debt, including current portion, was as follows (in millions):


	December 31,
	2009		2008

Carrying amount	$	7,364	$	6,537
Fair value		8,228		6,462

13. OTHER LONG-TERM LIABILITIES

Other long-term liabilities consisted of the following (in millions):


	December 31,
	2009		2008

Employee benefit plan liabilities	$	703	$	1,036
Tax liabilities for uncertain income tax positions		481		226
Environmental liabilities		238		255
Other tax liabilities		103		189
Insurance liabilities		84		90
Asset retirement obligations		76		72
Deferred gain on sale of assets to NuStar Energy L.P.		70		92
Unfavorable lease obligations		32		38
Other		82		160

Other long-term liabilities	$	1,869	$	2,158

Employee benefit plan liabilities include the long-term obligation for our pension and other postretirement benefit plans as discussed in Note 21 as well as certain other employee benefit obligations. Tax liabilities for uncertain income tax positions are discussed in Note 19. Environmental liabilities reflect the long-term portion of our estimated remediation costs for environmental matters as discussed in Note 24. Other tax liabilities include long-term liabilities for various taxes such as sales, franchise, and excise taxes as well as interest accrued on all tax-related liabilities, including income taxes.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Insurance liabilities reflect reserves established by our captive insurance subsidiary, self-insured liabilities, and obligations for losses related to our participation in certain mutual insurance companies. Deferred gain reflects the unamortized balance of the proceeds in excess of the carrying amount of assets we sold to NuStar Energy L.P., which we recognize in income over the term of certain throughput and handling agreements with NuStar Energy L.P.

Unfavorable lease obligations reflect the fair value of liabilities assumed in connection with the Premcor Acquisition related to lease agreements for closed retail facilities and the UDS Acquisition related to lease agreements for retail facilities and vessel charters. Included in “other” are liabilities for various matters including legal and regulatory liabilities and various contractual obligations.

The table below reflects the changes in our asset retirement obligations (in millions). See Note 1 under “Asset Retirement Obligations” for a discussion of the liability related to these obligations. Asset retirement obligations related to our shutdown Delaware City Refinery are included in current and long-term liabilities related to discontinued operations in our consolidated balance sheets.


	Year Ended December 31,
	2009			2008			2007

Balance as of beginning of year	$	72		$	70		$	51
Additions to accrual		4			4			1
Accretion expense		3			3			2
Settlements		(3	)		(4	)		(13	)
Changes in timing and amount of estimated cash flows		–			–			28
Foreign currency translation		–			(1	)		1

Balance as of end of year	$	76		$	72		$	70

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. STOCKHOLDERS’ EQUITY

Share Activity

For the years ended December 31, 2009, 2008, and 2007, activity in the number of shares of common stock and treasury stock was as follows (in millions):


	Common		Treasury
	Stock		Stock

Balance as of December 31, 2006		627		(24	)
Shares repurchased under $6 billion common stock purchase program		–		(70	)
Shares issued, net of shares repurchased, in connection with employee stock plans and other		–		3

Balance as of December 31, 2007		627		(91	)
Shares repurchased under $6 billion common stock purchase program		–		(18	)
Shares repurchased, net of shares issued, in connection with employee stock plans and other		–		(2	)

Balance as of December 31, 2008		627		(111	)
Sale of common stock		46		–
Shares issued, net of shares repurchased, in connection with employee stock plans and other		–		2

Balance as of December 31, 2009		673		(109	)

Common Stock Offering

Preferred Stock

We have 20 million shares of preferred stock authorized with a par value of $.01 per share. No shares of preferred stock were outstanding during the years ended December 31, 2009, 2008, and 2007.

Treasury Stock

We purchase shares of our common stock in open market transactions to meet our obligations under employee benefit plans. We also purchase shares of our common stock from our employees and non-employee directors in connection with the exercise of stock options, the vesting of restricted stock, and other stock compensation transactions.

On April 25, 2007, our board of directors approved an amendment to our pre-existing $2 billion common stock purchase program to increase the authorized purchases under the program to $6 billion. Stock purchases under the program are made from time to time at prevailing prices as permitted by securities laws and other legal requirements, and are subject to market conditions and other factors. The program does not have a scheduled expiration date.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In conjunction with the increase in our common stock purchase program, we entered into an agreement with a financial institution to purchase $3 billion of our shares under an accelerated share repurchase program, and in late April 2007, 42.1 million shares were purchased under this agreement. As described in Note 12 above, the purchase of these shares was initially funded with a 364-day term credit agreement, which we subsequently replaced with longer-term financing. The cost of the shares purchased under this accelerated share repurchase program was to be adjusted at the expiration of the program, with the final purchase cost based on a discount to the average trading price of our common stock, weighted by the daily volume of shares traded, during the program period. Any adjustment to the cost could be paid in cash or stock, at our option.

The accelerated share repurchase program was completed on July 23, 2007, and we elected to pay in cash an additional $94 million for the shares purchased. This cash payment was deducted from reported income from continuing operations in calculating earnings per common share from continuing operations assuming dilution for the year ended December 31, 2007 (see Note 15).

On February 28, 2008, our board of directors approved a $3 billion common stock purchase program, which is in addition to the remaining amount under the $6 billion program previously authorized. This additional $3 billion program has no expiration date. As of December 31, 2009, we had made no purchases of our common stock under this $3 billion program. As of December 31, 2009, we have approvals under these stock purchase programs to purchase approximately $3.5 billion of our common stock.

During the years ended December 31, 2009, 2008, and 2007, we purchased 0.2 million, 23.0 million, and 84.3 million shares of our common stock, respectively, at a cost of $4 million, $955 million, and $5.8 billion, respectively. These purchases were made in connection with the administration of our employee benefit plans and the $6 billion common stock purchase program authorized by our board of directors, including the effect of the accelerated share repurchase program discussed above. During the years ended December 31, 2009, 2008, and 2007, we issued 2.7 million, 2.5 million, and 16.1 million shares from treasury, respectively, for our employee benefit plans.

Common Stock Dividends

On January 26, 2010, our board of directors declared a quarterly cash dividend of $0.05 per common share payable March 17, 2010 to holders of record at the close of business on February 17, 2010.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accumulated Other Comprehensive Income

Accumulated balances for each component of accumulated other comprehensive income (loss) were as follows (in millions):


	Foreign						Net Gain			Accumulated
	Currency			Pension/OPEB			(Loss) On			Other
	Translation			Liability			Cash Flow			Comprehensive
	Adjustment			Adjustment			Hedges			Income (Loss)

Balance as of December 31, 2006	$	330		$	(110	)	$	45		$	265
2007 change		250			86			(28	)		308

Balance as of December 31, 2007		580			(24	)		17			573
2008 change		(490	)		(411	)		152			(749	)

Balance as of December 31, 2008		90			(435	)		169			(176	)
2009 change		375			218			(52	)		541

Balance as of December 31, 2009	$	465		$	(217	)	$	117		$	365

Preferred Share Purchase Rights

Prior to June 30, 2007, each outstanding share of our common stock was accompanied by one preferred share purchase right (Right). With certain exceptions, each Right entitled the registered holder to purchase from us .0025 of a share of our Junior Participating Preferred Stock, Series I at a price of $100 per .0025 of a share, subject to adjustment for certain recapitalization events. These Rights expired on June 30, 2007.

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. EARNINGS (LOSS) PER SHARE

Earnings (loss) per common share amounts from continuing operations were computed as follows (dollars and shares in millions, except per share amounts):


	Year Ended December 31,
	2009					2008					2007
	Restricted		Common			Restricted		Common			Restricted		Common
	Stock		Stock			Stock		Stock			Stock		Stock

Earnings (loss) per common share from continuing operations:
Income (loss) from continuing operations			$	(352	)			$	(1,012	)			$	4,377
Less dividends paid:
Common stock				323					298					270
Nonvested restricted stock				1					1					1

Undistributed earnings (loss)			$	(676	)			$	(1,311	)			$	4,106


Weighted-average common shares outstanding		2		541			1		524			1		565


Earnings (loss) per common share from continuing operations:
Distributed earnings	$	0.61	$	0.60		$	0.56	$	0.57		$	0.47	$	0.48
Undistributed earnings (loss)		–		(1.25	)		–		(2.50	)		7.25		7.25

Total earnings (loss) per common share from continuing operations (1)	$	0.61	$	(0.65	)	$	0.56	$	(1.93	)	$	7.72	$	7.73


Earnings (loss) per common share from continuing operations – assuming dilution:
Income (loss) from continuing operations			$	(352	)			$	(1,012	)			$	4,377
Less: Cash paid in final settlement of accelerated share repurchase program				–					–					94

Income (loss) from continuing operations – assuming dilution			$	(352	)			$	(1,012	)			$	4,283


Weighted-average common shares outstanding				541					524					565
Common equivalent shares (2):
Stock options				–					–					13
Restricted stock and other				–					–					1

Weighted-average common shares outstanding – assuming dilution				541					524					579


Earnings (loss) per common share from continuing operations - assuming dilution			$	(0.65	)			$	(1.93	)			$	7.40


(1)		In addition to the change in earnings (loss) per common share from continuing operations resulting from the reclassification of the results of operations of the Delaware City Refinery as discontinued operations, the basic earnings per common share amount for the year ended December 31, 2007 decreased by $0.02 per share from the amount originally reported as a result of the adoption of certain modifications that require our restricted stock to be treated as a participating security in calculating basic earnings per common share effective January 1, 2009, as

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


		discussed in Note 1. The change related to our restricted stock had no effect on the basic loss per common share originally reported for the year ended December 31, 2008.

(2)		Common equivalent shares were excluded from the computation of diluted loss per share for the years ended December 31, 2009 and 2008 because the effect of including such shares would be antidilutive.

The following table reflects potentially dilutive securities that were excluded from the calculation of “earnings (loss) per common share from continuing operations – assuming dilution” as the effect of including such securities would have been antidilutive (in millions). For the years ended December 31, 2009 and 2008, common equivalent shares, which represent primarily stock options, were excluded as a result of the net losses reported for 2009 and 2008. In addition, for all years, certain stock option amounts presented below were excluded, representing outstanding stock options for which the exercise prices were greater than the average market price of the common shares during each respective reporting period.


	Year Ended December 31,
	2009		2008		2007

Common equivalent shares		4		7		–
Stock options		12		7		2

16. SUPPLEMENTAL CASH FLOW INFORMATION

In order to determine net cash provided by operating activities, net income (loss) is adjusted by, among other things, changes in current assets and current liabilities as follows (in millions):


	Year Ended December 31,
	2009			2008			2007

Decrease (increase) in current assets:
Restricted cash	$	9		$	(100	)	$	–
Receivables, net		(806	)		4,865			(3,227	)
Inventories		(77	)		(705	)		(249	)
Income taxes receivable		(668	)		(197	)		32
Prepaid expenses and other		47			(7	)		(58	)
Increase (decrease) in current liabilities:
Accounts payable		1,475			(4,985	)		2,557
Accrued expenses		73			(51	)		(20	)
Taxes other than income taxes		107			(4	)		15
Income taxes payable		95			(446	)		481

Changes in current assets and current liabilities	$	255		$	(1,630	)	$	(469	)

The above changes in current assets and current liabilities differ from changes between amounts reflected in the applicable consolidated balance sheets for the respective periods for the following reasons:

•

the amounts shown above exclude changes in cash and temporary cash investments, deferred income taxes, and current portion of debt and capital lease obligations, as well as the effect of certain noncash investing and financing activities discussed below;

•

the amounts shown above exclude the current assets and current liabilities acquired in connection with the VeraSun Acquisition;

100

VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

•

amounts accrued for capital expenditures, deferred turnaround and catalyst costs, and contingent earn-out payments are reflected in investing activities in the consolidated statements of cash flows when such amounts are paid;

•

amounts accrued for common stock purchases in the open market that are not settled as of the balance sheet date are reflected in financing activities in the consolidated statements of cash flows when the purchases are settled and paid;

•

changes in assets and liabilities related to the discontinued operations of the Delaware City Refinery prior to its shutdown are reflected in the line items to which the changes relate in the table above;

•

changes in assets held for sale and liabilities related to assets held for sale pertaining to the operations of the Krotz Springs Refinery and the Lima Refinery prior to their sales are reflected in the line items to which the changes relate in the table above; and

•

certain differences between consolidated balance sheet changes and consolidated statement of cash flow changes reflected above result from translating foreign currency denominated amounts at different exchange rates.

There were no significant noncash investing or financing activities for the year ended December 31, 2009. Noncash investing activities for the year ended December 31, 2008 included the contingent consideration received in the form of the earn-out agreement related to the sale of the Krotz Springs Refinery discussed in Note 2. Noncash investing activities for the years ended December 31, 2008 and 2007 included adjustments to goodwill and certain noncurrent liabilities resulting from adjustments to the purchase price allocations related to the Premcor and UDS Acquisitions (as discussed in Note 9).

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