Valero Energy Corporation (VLO)

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data from SEC XBRL filings. Values are as-reported; restatements supersede originals.

From 10-Q filed 2026-04-30 (period ending 2026-03-31).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 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 “OVERVIEW AND OUTLOOK,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify our forward-looking statements by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “scheduled,” “estimate,” “project,” “projection,” “predict,” “budget,” “forecast,” “goal,” “guidance,” “target,” “could,” “would,” “should,” “may,” “strive,” “seek,” “pursue,” “potential,” “opportunity,” “aimed,” “considering,” “continue,” “evaluate,” and similar expressions.

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

•the effect, impact, potential duration or timing, or other implications of global geopolitical and other conflicts and tensions, and government and other responses thereto;

•future Refining segment margins, including gasoline and distillate margins, and differentials;

•future Renewable Diesel segment margins;

•future Ethanol segment margins;

•expectations regarding feedstock costs, including crude oil differentials, product prices for each of our segments, transportation costs, and operating expenses (including natural gas, electricity, and water availability and prices);

•anticipated levels of crude oil and liquid transportation fuel inventories, storage capacity, and production;

•expectations with respect to third-party refining, logistics, and low-carbon fuels projects and operations, and the effect and implications thereof on industry and market dynamics;

•expectations regarding the levels of, and costs and timing with respect to, the production and operations at our existing refineries and plants, projects under evaluation, construction, or development, and former projects;

•our plans, actions, assets, and operations in California and expected timing and cost of obligations and other financial statement, operational, or strategic impacts;

•our anticipated level of capital investments, including deferred turnaround and catalyst cost and other capital expenditures, our expected allocation between, and/or within, growth capital expenditures and sustaining capital expenditures, capital expenditures for environmental and other purposes, and joint venture investments, the expected costs and timing applicable to such capital investments and any related projects, as well as any insurance proceeds related thereto, and the effect of those capital investments on our business, financial condition, results of operations, and liquidity;

•our anticipated level of cash distributions or contributions, such as our dividend payment rate and contributions to our pension plans and other postretirement benefit plans;

•our ability to meet future cash and credit requirements, whether from funds generated from our operations or our ability to access financial markets effectively, and expectations regarding our liquidity and future sources and uses of cash;

•our evaluation of, and expectations regarding, any future activity under our share purchase program or transactions involving our debt securities, including the use of proceeds from any debt offering;

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•anticipated trends in the supply of, and demand for, crude oil and other feedstocks, refined petroleum products, renewable diesel, SAF, ethanol, and corn-related co-products in the regions where we operate, as well as globally;

•expectations regarding environmental, tax, and other legal or regulatory matters, including the matters discussed in Note 2 of Condensed Notes to Consolidated Financial Statements, the anticipated amounts and timing of payment with respect to our deferred tax liabilities, unrecognized tax benefits, matters impacting our ability to repatriate cash held by our foreign subsidiaries, tariffs and refund claims, and the anticipated or potential effects thereof on our business, financial condition, results of operations, and liquidity;

•the effect of general economic and other conditions, including inflation and economic activity levels, on refining, renewable diesel, SAF, and ethanol industry fundamentals, as well as our capital allocation;

•expectations regarding our risk management activities, including the anticipated effects of our hedge transactions;

•expectations regarding the matters discussed in Note 5 of Condensed Notes to Consolidated Financial Statements;

•expectations regarding our counterparties and VIEs, including our ability to pass on increased compliance costs and timely collect receivables, and the credit risk within our accounts receivable or accounts payable;

•expectations regarding adoptions of new, or changes to existing, low-carbon fuel regulations, policies, and standards issued by governments across the world to address greenhouse gas (GHG) emissions and the percentage of low-carbon fuels in the transportation fuel mix, including, but not limited to, the Renewable and Low-Carbon Fuel Programs, blending and tax credits, efficiency standards, or other waivers, benefits, or incentives that impact the demand for low-carbon fuels; and

•expectations regarding our low-carbon fuels strategy, publicly disclosed GHG emissions reductions/displacements target, and our current, former, and any future low-carbon projects.

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

•the effects arising out of global geopolitical and other conflicts and tensions, including with respect to changes in trade flows and impacts to crude oil and other markets, as well as actions in response to supply and demand imbalances for refined petroleum products;

•demand for, and supplies of, refined petroleum products (such as gasoline, diesel, jet fuel, and petrochemicals), renewable diesel, SAF, ethanol, and corn-related co-products;

•demand for, and supplies of, crude oil and other feedstocks, as well as other critical materials and supplies;

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•the effects of public health threats, pandemics, and epidemics, governmental and societal responses thereto, and the adverse impacts of the foregoing on our business, financial condition, results of operations, and liquidity, and the global economy and financial markets generally;

•acts of terrorism or other third-party actions affecting either our refineries and plants or third-party facilities that could impair our ability to produce or transport refined petroleum products, renewable diesel, SAF, ethanol, or corn-related co-products, to receive feedstocks, or otherwise operate efficiently;

•the effects of war or hostilities, and political and economic conditions, in or affecting geographic areas that produce crude oil or other feedstocks, are key areas for crude oil and refined petroleum product transportation, or consume refined petroleum products, renewable diesel, SAF, ethanol, or corn-related co-products;

•the ability of the members of the Organization of Petroleum Exporting Countries (OPEC), and other petroleum-producing nations that collectively make up OPEC+, to agree on and to maintain crude oil price and production controls;

•the level of consumer demand, consumption, and overall economic activity, including the effects from seasonal fluctuations and market prices;

•refinery, renewable diesel plant, or ethanol plant overcapacity or undercapacity;

•the risk that any transactions or capital decisions may not provide the anticipated benefits or may result in unforeseen detriments;

•the actions taken by competitors, including both pricing and adjustments to refining capacity or low-carbon fuels production, as well as changes in the geographic markets where they operate, in response to market conditions;

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

•accidents, unscheduled shutdowns, weather events, civil unrest, expropriation of assets, and other economic, diplomatic, legislative, societal, or political events or developments, terrorism, cyberattacks, or other catastrophes or disruptions affecting our operations, production facilities, machinery, pipelines and other logistics assets, equipment, or information systems, or any of the foregoing of our suppliers, customers, or third-party service providers;

•changes in the cost or availability of transportation or storage capacity for feedstocks and our products;

•pressure and influence of environmental groups and other stakeholders upon policies and decisions related to the production, transportation, storage, refining, processing, marketing, and sales of crude oil or other feedstocks, refined petroleum products, renewable diesel, SAF, ethanol, or corn-related co-products;

•the price, availability, technology related to, and acceptance of alternative fuels and alternative-fuel vehicles, as well as sentiment and perceptions with respect to low-carbon projects and GHG emissions more generally;

•the levels of government subsidies for, and executive orders, mandates, or other policies with respect to, alternative fuels, alternative-fuel vehicles, and other low-carbon technologies or initiatives, including those related to carbon sequestration, carbon capture and storage, and low-carbon fuels, including ethanol blending levels, or affecting the price of natural gas, electricity, and/or water;

•the volatility in the market price of compliance credits (primarily RINs needed to comply with the RFS) under the Renewable and Low-Carbon Fuel Programs;

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

•natural disasters/acts of nature and severe weather events, such as earthquakes, storms, hurricanes, droughts, floods, wildfires, and other similar events, which can unforeseeably affect

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the price or availability of electricity, natural gas, crude oil, waste and renewable feedstocks, corn, and other feedstocks, critical supplies, refined petroleum products, renewable diesel, SAF, ethanol, and corn-related co-products;

•rulings, judgments, or settlements in litigation or other legal or regulatory matters, such as unexpected environmental remediation or enforcement costs, including those in excess of any reserves or insurance coverage;

•legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by government authorities, environmental regulations, changes to income tax rates, profits, procedures, windfall, margin, or other taxes or penalties, tax changes or restrictions impacting the foreign repatriation of cash, actions implemented under SBx 1-2 and related regulation, actions implemented under the Renewable and Low-Carbon Fuel Programs, including changes to volume requirements or other obligations or exemptions under the RFS, and actions arising from the EPA’s or other government agencies’ regulations, policies, or initiatives concerning GHGs, including mandates for or bans of specific technology, which may adversely affect our business, financial condition, results of operations, and liquidity;

•changing economic, regulatory, and political environments and related events in the various countries in which we operate or otherwise do business, including tariffs, duties, and other trade restrictions, including any refunds related thereto, de-globalized supply chains or the diversification of historic trade patterns, expropriation or impoundment of assets, failure of foreign governments and state-owned entities to honor their contracts, property disputes, economic instability, restrictions on the transfer of funds, duties and tariffs and their effects on trading relationships, transportation delays, import and export controls, labor unrest, security issues involving key personnel, and decisions, investigations, regulations, issuances or revocations of permits and other authorizations, government shutdowns, and other actions, policies, and initiatives by federal, state, local, and other jurisdictions applicable to us;

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

•the operating, financing, and distribution decisions of our joint ventures, other joint venture members, and other consolidated VIEs that we do not control;

•changes in currency exchange rates, including the value of the Canadian dollar, the pound sterling, the euro, the Mexican peso, and the Peruvian sol relative to the U.S. dollar;

•the adequacy of capital resources and liquidity, including availability, timing, and amounts of cash flow, cash requirements, or our ability to borrow or access financial markets;

•the costs, disruption, and diversion of resources associated with lawsuits, proceedings, demands, or investigations, or campaigns and negative publicity commenced by government authorities, investors, stakeholders, or other interested parties;

•overall economic conditions, including the stability and liquidity of financial markets, and the effect thereof on consumer demand; and

•other factors generally described in the “RISK FACTORS” section included in our annual report on Form 10-K for the year ended December 31, 2025.

Any one of these factors, or a combination of these factors, could materially affect our future business, financial condition, results of operations, and liquidity 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 expressed, suggested, or forecast in any forward-looking statements. Such forward-looking statements speak only as of the date of this quarterly report on Form 10-Q and we do not intend to update these statements unless we are required by applicable securities laws to do so.

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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, as it may be updated or modified by our future filings with the U.S. Securities and Exchange Commission (SEC). We undertake no obligation to publicly release any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events unless we are required by applicable securities laws to do so.

NON-GAAP FINANCIAL MEASURES

The following discussions in “OVERVIEW AND OUTLOOK,” “RESULTS OF OPERATIONS,” and “LIQUIDITY AND CAPITAL RESOURCES” include references to financial measures that are not defined under GAAP. These non-GAAP financial measures include Refining, Renewable Diesel, and Ethanol segment margin; adjusted operating income (including adjusted operating income for each of our reportable segments, as applicable); and capital investments attributable to Valero. We have included these non-GAAP financial measures to help facilitate the comparison of operating results between periods, to help assess our cash flows, and because we believe they provide useful information as discussed further below. Refer to the tables in note (b), beginning on page 44, for the reconciliations of Refining, Renewable Diesel, and Ethanol segment margin and adjusted operating income (including adjusted operating income for each of our reportable segments, as applicable) to their most directly comparable GAAP financial measures. Also in note (b), we disclose the reasons why we believe our use of such non-GAAP financial measures provides useful information. See the table on page 49 for a reconciliation of capital investments attributable to Valero to its most directly comparable GAAP financial measure. Beginning on page 48, we disclose the reasons why we believe our use of this non-GAAP financial measure provides useful information.

OVERVIEW AND OUTLOOK

Overview

Business Operations Update

Our results for the first quarter of 2026 benefited from strong global demand for petroleum-based transportation fuels amid constrained worldwide supply. Geopolitical developments disrupted global commodity markets and further limited refining capacity, exacerbating the imbalance between supply and demand. These conditions led to higher market prices for petroleum-based transportation fuels, as well as increased prices for crude oil and other feedstocks used in their production. Despite higher feedstock costs, the spread between product prices and input costs resulted in strong refining margins during the first quarter of 2026. However, refining margins remain sensitive to changes in global supply and demand dynamics, feedstock costs, and geopolitical developments, and sustained price volatility or shifts in these factors could impact future results.

Our results for the first quarter of 2026 were also impacted by actions taken under our plan with respect to the operations of our Benicia Refinery. During the quarter, we began idling the processing units through a phased approach and ceased operation of the fuel production units. In accordance with our plan, full idling of all processing units was completed in April 2026. See Note 2 of Condensed Notes to Consolidated Financial Statements for additional information related to our Benicia Refinery.

In addition, on March 23, 2026, our Port Arthur Refinery experienced a fire in one of its distillate hydrotreater units, which prompted a full shut-down of the refinery. As of the date of this quarterly report on Form 10-Q, the refinery has resumed operations at reduced capacity. This incident did not have a

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material effect on our results of operations for the first quarter of 2026. See Note 5 of Condensed Notes to Consolidated Financial Statements for additional information related to this event.

The strong demand for our products and continued strength in refining margins are the primary contributors to us reporting $1.3 billion of net income attributable to Valero stockholders for the first quarter of 2026. Our operating results, including operating results by segment, are described in the following summary under “First Quarter Results” and detailed descriptions can be found under “RESULTS OF OPERATIONS” beginning on page 37.

Our operations generated $1.4 billion of cash during the first quarter of 2026. Also, we issued $850 million of 5.150 percent Senior Notes due March 10, 2036 during the first quarter of 2026, as described in Note 4 of Condensed Notes to Consolidated Financial Statements. The cash generated by our operations was used to make $448 million of capital investments in our business and return $932 million to our stockholders through purchases of common stock for treasury and dividend payments. As a result of these items, along with the net proceeds from our debt issuance and other activities, our cash, cash equivalents, and restricted cash increased by $1.0 billion during the first quarter of 2026 to $5.9 billion as of March 31, 2026. We had $10.8 billion in liquidity as of March 31, 2026. The components of our liquidity and descriptions of our cash flows, capital investments, and other matters impacting our liquidity and capital resources can be found under “LIQUIDITY AND CAPITAL RESOURCES” beginning on page 46.

First Quarter Results

For the first quarter of 2026, we reported net income attributable to Valero stockholders of $1.3 billion compared to a net loss of $595 million for the first quarter of 2025. The increase of $1.9 billion was primarily due to an increase in operating income of $2.6 billion, partially offset by an increase in income tax expense of $666 million. The details of our operating income (loss) and adjusted operating income, where applicable, by segment and in total are reflected below (in millions). Adjusted operating income excludes the adjustments reflected in the tables in note (b) beginning on page 44.

	Three Months Ended March 31,
	2026		2025		Change
Refining segment:
Operating income (loss)	$	1,806	$	(530)	$	2,336
Adjusted operating income	1,830		605		1,225
Renewable Diesel segment:
Operating income (loss)	139		(141)		280
Ethanol segment:
Operating income	90		20		70
Total company:
Operating income (loss)	1,731		(900)		2,631
Adjusted operating income	1,755		235		1,520

While our operating income increased by $2.6 billion in the first quarter of 2026 compared to the first quarter of 2025, adjusted operating income increased by $1.5 billion primarily due to the following:

•Refining segment. Refining segment adjusted operating income increased by $1.2 billion primarily due to higher distillate (primarily diesel) margins, an increase in crude oil differentials,

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and an increase in throughput volumes, partially offset by lower gasoline margins and an increase in depreciation and amortization expense.

•Renewable Diesel segment. Renewable Diesel segment operating income increased by $280 million primarily due to higher product prices (primarily renewable diesel) and an increase in clean fuel production credits recognized on qualifying sales, partially offset by higher feedstock prices.

•Ethanol segment. Ethanol segment operating income increased by $70 million primarily due to lower corn prices, the recognition of clean fuel production credits in 2026, and an increase in production volumes.

Outlook

Many uncertainties exist with respect to the supply and demand balances in petroleum-based product markets worldwide. While it is difficult to predict future worldwide economic and geopolitical activity and the resulting impact on product supply and demand, we have noted several factors below that have impacted or may impact our results of operations during the second quarter of 2026.

•Global demand for gasoline, diesel, and jet fuel remains strong; however, demand growth has moderated amid market disruptions related to conflict in the Middle East.

•Continued disruption to global refining capacity is expected due to unplanned outages at refineries and export infrastructure in the Middle East and Russia resulting from ongoing conflicts in those regions as well as reduced production in other regions driven by crude supply constraints. As a result, global refined product inventories are expected to remain low.

•Crude oil differentials are expected to remain volatile as reductions in Middle Eastern sour crude oil production are expected to be only partially offset by incremental crude oil supply from other regions. In addition, ongoing conflict in the Middle East continues to disrupt global transportation routes, resulting in higher freight costs that could contribute to further volatility in the crude oil market.

•Renewable diesel demand is expected to rise driven by an increase in the renewable volume obligations (RVOs) imposed by the EPA for 2026 and 2027, particularly with respect to biomass-based diesel.

•Ethanol demand is expected to follow typical seasonal patterns.

•On March 23, 2026, our Port Arthur Refinery experienced a fire in one of the refinery’s distillate hydrotreater units, which is more fully discussed in Note 5 of Condensed Notes to Consolidated Financial Statements. As of the date of this quarterly report on Form 10-Q, the Port Arthur Refinery has resumed operations at reduced capacity. For the second quarter of 2026, we expect throughput volumes for our Gulf Coast region to range between 1.690 to 1.740 million barrels per day, which reflects the anticipated reduction in volumes for our Port Arthur Refinery.

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RESULTS OF OPERATIONS

The following tables, including the reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures in note (b) beginning on page 44, highlight our results of operations, our operating performance, and market reference prices that directly impact our operations. Note references in this section can be found on pages 44 through 46.

First Quarter Results -

Financial Highlights by Segment and Total Company

(millions of dollars)

	Three Months Ended March 31, 2026
	Refining		Renewable Diesel		Ethanol		Corporate and Other		Total
Revenues:
Revenues from external customers	$	30,805	$	711	$	865	$	—	$	32,381
Intersegment revenues	2		703		302		(1,007)		—
Total revenues	30,807		1,414		1,167		(1,007)		32,381
Cost of sales:
Cost of materials and other	25,178		1,112		894		(999)		26,185
Taxes other than income taxes	1,721		—		—		—		1,721
Operating expenses (excluding depreciation and amortization expense reflected below)	1,346		85		164		—		1,595
Depreciation and amortization expense	732		78		19		(1)		828
Total cost of sales	28,977		1,275		1,077		(1,000)		30,329
Other operating expenses	24		—		—		—		24
General and administrative expenses (excluding depreciation and amortization expense reflected below)	—		—		—		285		285
Depreciation and amortization expense	—		—		—		12		12
Operating income by segment	$	1,806	$	139	$	90	$	(304)	1,731
Other income, net									132
Interest and debt expense, net of capitalized interest									(140)
Income before income tax expense									1,723
Income tax expense									401
Net income									1,322
Less: Net income attributable to noncontrolling interests									59
Net income attributable to Valero Energy Corporation stockholders									$	1,263

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First Quarter Results -

Financial Highlights by Segment and Total Company (continued)

(millions of dollars)

	Three Months Ended March 31, 2025
	Refining		Renewable Diesel		Ethanol		Corporate and Other		Total
Revenues:
Revenues from external customers	$	28,757	$	493	$	1,008	$	—	$	30,258
Intersegment revenues	2		407		217		(626)		—
Total revenues	28,759		900		1,225		(626)		30,258
Cost of sales:
Cost of materials and other	24,769		895		1,032		(648)		26,048
Taxes other than income taxes	1,500		—		—		—		1,500
Operating expenses (excluding depreciation and amortization expense reflected below)	1,291		78		154		—		1,523
Depreciation and amortization expense	594		68		19		(1)		680
Total cost of sales	28,154		1,041		1,205		(649)		29,751
Asset impairment loss (a)	1,131		—		—		—		1,131
Other operating expenses	4		—		—		—		4
General and administrative expenses (excluding depreciation and amortization expense reflected below)	—		—		—		261		261
Depreciation and amortization expense	—		—		—		11		11
Operating income (loss) by segment	$	(530)	$	(141)	$	20	$	(249)	(900)
Other income, net									120
Interest and debt expense, net of capitalized interest									(137)
Loss before income tax benefit									(917)
Income tax benefit									(265)
Net loss									(652)
Less: Net loss attributable to noncontrolling interests									(57)
Net loss attributable to Valero Energy Corporation stockholders									$	(595)

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First Quarter Results -

Average Market Reference Prices and Differentials

	Three Months Ended March 31,
	2026		2025
Refining
Feedstocks (dollars per barrel)
Brent crude oil	$	77.92	$	74.89
Brent less West Texas Intermediate (WTI) crude oil	5.94		3.43
Brent less WTI Houston crude oil	4.33		2.08
Brent less Dated Brent crude oil	(2.68)		(0.75)
Brent less Argus Sour Crude Index crude oil	4.95		2.56
Brent less Maya crude oil	11.48		9.79
Brent less Western Canadian Select Houston crude oil	13.57		7.24
WTI crude oil	71.98		71.46
Natural gas (dollars per million British thermal units)	3.11		3.38
RVO (dollars per barrel) (c)	9.41		4.76
Product margins (RVO adjusted unless otherwise noted) (dollars per barrel)
U.S. Gulf Coast:
Conventional Blendstock for Oxygenate Blending (CBOB) gasoline less Brent	0.45		3.58
Ultra-low-sulfur (ULS) diesel less Brent	27.60		16.69
Polymer Grade Propylene less Brent (not RVO adjusted)	(12.03)		1.24
U.S. Mid-Continent:
CBOB gasoline less WTI	(0.69)		9.26
ULS diesel less WTI	24.46		16.50
North Atlantic:
CBOB gasoline less Brent	3.16		4.90
ULS diesel less Brent	36.54		20.88
U.S. West Coast:
California Reformulated Gasoline Blendstock for Oxygenate Blending 87 gasoline less Brent	24.29		23.14
California Air Resources Board diesel less Brent	33.00		20.37

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Recent SEC filings

2026-04-30 8-K Earnings Release; Financial Statements and Exhibits
2026-04-30 10-Q Quarterly Report
2026-03-09 8-K Material Agreement Entered; Financial Statements and Exhibits
2026-02-25 10-K Annual Report
2026-01-29 8-K Earnings Release; Financial Statements and Exhibits
2025-10-29 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
2025-10-23 10-Q Quarterly Report
2025-10-23 8-K Earnings Release; Financial Statements and Exhibits
2025-10-16 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
2025-09-19 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
2025-07-24 10-Q Quarterly Report
2025-07-24 8-K Earnings Release; Financial Statements and Exhibits
2025-05-09 8-K Officer/Director Change; Shareholder Vote Results; Other Events; Financial Statements and Exhibits
2025-04-24 10-Q Quarterly Report
2025-04-24 8-K Earnings Release; Financial Statements and Exhibits

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