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VALERO ENERGY CORPTX

For the period ended Sep 30, 2024. Filed Oct 30, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 30, 2024

VLO$356.75+3.0%Stored close · as of Nov 9, 2026

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Condensed Notes to Consolidated Financial Statements

  1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

General

The terms “Valero,” “we,” “our,” and “us,” as used in this report, may refer to Valero Energy Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole. The term “DGD,” as used in this report, may refer to Diamond Green Diesel Holdings LLC, its wholly owned consolidated subsidiary, or both of them taken as a whole.

These interim unaudited financial statements have been prepared in conformity with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these interim unaudited financial statements reflect all adjustments considered necessary for a fair statement of our results for the interim periods presented. All such adjustments are of a normal recurring nature unless disclosed otherwise. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These interim unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2023.

The balance sheet as of December 31, 2023 has been derived from our audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2023.

Significant Accounting Policies

Use of Estimates

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

Accounting Pronouncement Adopted on January 1, 2024

ASU 2023-07

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve the disclosures about a public entity’s reportable segments primarily through improved disclosures about significant segment expenses and other segment related items. We adopted this ASU effective January 1, 2024 and it did not affect our financial position or our results of operations, but will result in additional disclosures for our annual reporting periods beginning December 31, 2024 and interim reporting periods in 2025.

Accounting Pronouncement Not Yet Adopted

ASU 2023-09

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve annual income tax disclosures by requiring further disaggregation of information in the rate reconciliation and disaggregation of income taxes paid by jurisdiction. This ASU also includes certain other amendments intended to improve the effectiveness of annual income tax disclosures. We expect to adopt this ASU effective January 1, 2025 and the adoption will not affect our financial position or our results of operations, but will result in additional disclosures.

  1. UNCERTAINTY

In September 2022, California adopted Senate Bill No. 1322 (SB 1322), which requires refineries in California to report monthly on the volume and cost of the crude oil they buy, the quantity and price of the wholesale gasoline they sell, and the gross gasoline margin per barrel, among other information. The provisions of SB 1322 were effective January 2023.

In March 2023, California adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, SBx 1-2), which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin (max margin) and the imposition of a financial penalty for profits above a max margin, (ii) significantly expanded the reporting obligations under SB 1322 and the Petroleum Industry Information Reporting Act of 1980, which include reporting requirements to the California Energy Commission (CEC) for all participants in the petroleum industry supply chain in California (e.g., refiners, marketers, importers, transporters, terminals, producers, renewables producers, pipelines, and ports), (iii) created the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances. SBx 1-2 imposes increased and substantial reporting requirements, which include daily, weekly, monthly, and annual reporting of detailed operational and financial data on all aspects of our operations in California, much of it at the transaction level. The operational data includes our plans for turnaround and maintenance activities at ourtwo California refineries and the manner in which we expect to address the potential impacts on feedstock and product inventories in California as a result of such turnaround and maintenance activities. The provisions of SBx 1-2 became effective June 26, 2023.

In September 2023, Governor Newsom directed the CEC to immediately begin the regulatory processes concerning the potential imposition of a penalty for exceeding a max margin and the timing of refinery turnarounds and maintenance. Consequently, in October 2023, the CEC adopted an order instituting an informational proceeding on a max margin and penalty under SBx 1-2, as well as an order initiating rulemaking activity under SBx 1-2. In May 2024, the CEC issued resolutions adopting emergency regulations implementing new and expanded refining margin, refinery maintenance, and marine import reporting requirements, all of which became effective in June 2024. It remains uncertain as to what extent any regulations will address the remaining reporting requirements under SBx 1-2. In September 2024, the CEC held a workshop to explore structures for determining a potential max margin and penalty; however, it remains uncertain whether and when the CEC will decide to set a max margin and penalty.

SBx 1-2 also requires that certain California agencies prepare specified reports and assessments, including that the CEC prepare and publish a Transportation Fuels Assessment. In August 2024, following the publication of two CEC staff reports and a joint workshop with the California Air Resources Board, the CEC published a final Commission Report on its Transportation Fuels Assessment, which among other things, proposes various policy options intended to mitigate gasoline price spikes in California, including polices designed to reduce the demand for gasoline, encourage fuel conservation, and allow more active participation and management of the petroleum industry supply chain by the State. It remains uncertain whether and when the State will pursue any of the policy options proposed therein.

In September 2024, Governor Newsom held a special legislative session to consider related legislation, Assembly Bill No. 1 (ABx 2-1), regarding minimum inventory requirements and the timing of refinery maintenance and turnarounds, which California adopted in October 2024. Among other matters, ABx 2-1 (i) authorizes the CEC to require that refiners maintain minimum levels of inventories of refined transportation fuels, including any feedstocks and blending components for those fuels, and (ii) provides certain requirements for CEC regulations governing the timing of refinery turnarounds and maintenance under existing SBx 1-2 authority, including that the refiner first make resupply plans or other arrangements to the satisfaction of the CEC’s executive director.

We continue to review and analyze the provisions of SBx 1-2 and related legislation, the possible impacts to our refining and marketing operations, and potential impacts on consumers in California. While the CEC has not yet established a max margin, imposed a financial penalty for profits above a max margin, imposed restrictions on turnaround and maintenance activities, imposed minimum inventory levels, or finalized any of the other policy options proposed in its Transportation Fuels Assessment, the potential implementation of a financial penalty, of any restrictions or delays on our ability to undertake turnaround or maintenance activities, of minimum inventory level requirements, or of other undeveloped policy options creates uncertainty due to the potential adverse effects on us. Any adverse effects on our operations or financial performance in California could indicate that the carrying value of our assets in California is not recoverable, which would result in an impairment loss that could be material. In addition, if the circumstances that trigger an impairment loss result in a reduction in the estimated useful lives of the assets, we may be required to recognize an asset retirement obligation that could be material. Other jurisdictions are contemplating similarly focused legislation or actions.

The ultimate timing and impacts of SBx 1-2 and any other similarly focused legislation or actions are subject to considerable uncertainty due to a number of factors, including technological and economic feasibility, legal challenges, and potential changes in law, regulation, or policy, and it is not currently possible to predict the ultimate effects of these matters and developments on our financial condition, results of operations, and liquidity. Consequently, we have continued to evaluate strategic alternatives for our operations in California. As a result, we updated our impairment analysis and determined that the carrying value of these assets was recoverable as of September 30, 2024. Future developments from our evaluation of strategic alternatives could significantly impact our asset impairment assumptions and result in an impairment loss that could be material.

  1. INVENTORIES

Inventories consisted of the following (in millions):

September 30,2024December 31,2023
Refinery feedstocks$1,317$2,223
Refined petroleum products and blendstocks3,9763,790
Renewable diesel feedstocks and products1,081913
Ethanol feedstocks and products313313
Materials and supplies361344
Inventories$7,048$7,583

As of September 30, 2024 and December 31, 2023, the replacement cost (market value) of last-in, first-out (LIFO) inventories exceeded their LIFO carrying amounts by $3.8 billion and $4.4 billion, respectively. Our non-LIFO inventories accounted for $1.4 billion and $1.5 billion of our total inventories as of September 30, 2024 and December 31, 2023, respectively.

  1. DEBT

Public Debt

In March 2024, we repaid the $167 million outstanding principal balance of our 1.200 percent Senior Notes that matured on March 15, 2024.

In February 2023, we used cash on hand to purchase and retire a portion of the following notes (in millions):

Debt Purchased and RetiredPrincipalAmount
6.625% Senior Notes due 2037$62
3.650% Senior Notes due 205126
4.000% Senior Notes due 205245
Various other Valero and Valero EnergyPartners LP Senior Notes66
Total$199

Credit Facilities

We had outstanding borrowings, letters of credit issued, and availability under our credit facilities as follows (in millions):

FacilityAmountMaturity DateOutstandingBorrowingsLetters of CreditIssued (a)Availability
Committed facilities:
Valero Revolver$4,000November 2027$—$2$3,998
Accounts receivablesales facility1,300July 2025—n/a1,300
Committed facilities ofVIEs (b):
DGD Revolver (c)400June 2026—60340
DGD Loan Agreement (d)100June 2026—n/a100
IEnova Revolver (e)830February 2028329n/a501
Uncommitted facilities:
Letter of credit facilitiesn/an/an/a95n/a

(a)Letters of credit issued as of September 30, 2024 expire at various times in 2024 through 2026.

(b)Creditors of the VIEs do not have recourse against us.

(c)The variable interest rate on the unsecured revolving credit facility with a syndicate of financial institutions (the DGD Revolver) was 7.201 percent as of December 31, 2023.

(d)The amounts shown for DGD’s unsecured revolving loan agreement with its members (the DGD Loan Agreement) represent the facility amount available from, and borrowings outstanding to, the noncontrolling member as any transactions between DGD and us under this facility are eliminated in consolidation.

(e)Central Mexico Terminals (defined in Note 6) has an unsecured revolving credit facility (the IEnova Revolver) with IEnova (defined in Note 6). During the three months ended March 31, 2024, IEnova converted $457 million of outstanding borrowings under this facility to additional equity in Central Mexico Terminals, which resulted in an increase in the noncontrolling interest related to IEnova. The variable interest rate on the IEnova Revolver was 9.182 percent and 9.245 percent as of September 30, 2024 and December 31, 2023, respectively.

Borrowings and repayments under our credit facilities were as follows (in millions):

Nine Months EndedSeptember 30,
20242023
Borrowings:
Accounts receivable sales facility$5,200$1,750
DGD Revolver150500
DGD Loan Agreement100—
IEnova Revolver2386
Repayments:
Accounts receivable sales facility(5,200)(1,750)
DGD Revolver(400)(400)
DGD Loan Agreement(100)(25)
IEnova Revolver—(55)

Other Disclosures

“Interest and debt expense, net of capitalized interest” is comprised as follows (in millions):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2024202320242023
Interest and debt expense$145$153$438$456
Less: Capitalized interest441713
Interest and debt expense, net ofcapitalized interest$141$149$421$443
  1. EQUITY

Treasury Stock

We purchase shares of our outstanding common stock as authorized by our board of directors (Board), including under share purchase programs (described in the table below) and with respect to our employee stock-based compensation plans. During the three and nine months ended September 30, 2024, we purchased for treasury 3,798,836 shares and 17,054,864 shares, respectively. During the three and nine months ended September 30, 2023, we purchased for treasury 12,805,162 shares and 32,219,955 shares, respectively.

Our Board authorized us to purchase shares of our outstanding common stock under various programs with no expiration dates as follows (in millions):

Program NameAuthorizationDateTotal CostAuthorizedCompletion ofAuthorized SharePurchasesRemainingAvailable forPurchase as ofSeptember 30,2024
September 2023 ProgramSeptember 15, 2023$2,500Third quarter of 2024$—
February 2024 ProgramFebruary 22, 20242,500n/a2,080
September 2024 ProgramSeptember 19, 20242,500n/a2,500

Common Stock Dividends

On October 29, 2024, our Board declared a quarterly cash dividend of $1.07 per common share payable on December 20, 2024 to holders of record at the close of business on November 20, 2024.

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of tax, were as follows (in millions):

Three Months Ended September 30,
20242023
ForeignCurrencyTranslationAdjustmentDefinedBenefitPlansItemsGains(Losses)onCash FlowHedgesTotalForeignCurrencyTranslationAdjustmentDefinedBenefitPlansItemsGains(Losses)onCash FlowHedgesTotal
Balance as of beginningof period$(993)$(170)$(9)$(1,172)$(774)$(193)$(4)$(971)
Other comprehensiveincome (loss) beforereclassifications326—33359(315)—(77)(392)
Amounts reclassifiedfrom accumulatedother comprehensiveloss—(5)(16)(21)—(7)4740
Effect of exchange rates—4—4—(2)—(2)
Other comprehensiveincome (loss)326(1)17342(315)(9)(30)(354)
Balance as of end of period$(667)$(171)$8$(830)$(1,089)$(202)$(34)$(1,325)
Nine Months Ended September 30,
20242023
ForeignCurrencyTranslationAdjustmentDefinedBenefitPlansItemsGains(Losses)onCash FlowHedgesTotalForeignCurrencyTranslationAdjustmentDefinedBenefitPlansItemsGains(Losses)onCash FlowHedgesTotal
Balance as of beginningof period$(735)$(162)$27$(870)$(1,168)$(183)$(8)$(1,359)
Other comprehensiveincome (loss) beforereclassifications68—188679—(28)51
Amounts reclassifiedfrom accumulatedother comprehensiveloss—(12)(37)(49)—(20)2(18)
Effect of exchange rates—3—3—1—1
Other comprehensiveincome (loss)68(9)(19)4079(19)(26)34
Balance as of end ofperiod$(667)$(171)$8$(830)$(1,089)$(202)$(34)$(1,325)
  1. VARIABLE INTEREST ENTITIES

Consolidated VIEs

We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary. As of September 30, 2024, the significant consolidated VIEs included:

DGD, a joint venture with a subsidiary of Darling Ingredients Inc. that owns and operatestwo plants that process waste and renewable feedstocks (predominantly animal fats, used cooking oils, vegetable oils, and inedible distillers corn oils) into renewable diesel and renewable naphtha; and

Central Mexico Terminals, a collective group ofthree subsidiaries of Infraestructura Energetica Nova, S.A.P.I. de C.V. (IEnova), which is a Mexican company and indirect subsidiary of Sempra Energy, a U.S. public company. We have terminaling agreements with Central Mexico Terminals that represent variable interests. We do not have an ownership interest in Central Mexico Terminals.

The assets of the consolidated VIEs can only be used to settle their own obligations and the creditors of the consolidated VIEs have no recourse to our other assets. We generally do not provide financial guarantees to the VIEs. Although we have provided credit facilities to some of the VIEs in support of their construction or acquisition activities, these transactions are eliminated in consolidation. Our financial position, results of operations, and cash flows are impacted by the performance of the consolidated VIEs, net of intercompany eliminations, to the extent of our ownership interest in each VIE.

The following tables present summarized balance sheet information for the significant assets and liabilities of the consolidated VIEs, which are included in our balance sheets (in millions):

DGDCentralMexicoTerminalsOtherTotal
Assets
Cash and cash equivalents$196$—$22$218
Other current assets1,4539381,500
Property, plant, and equipment, net3,823651674,541
Liabilities
Current liabilities, including current portionof debt and finance lease obligations$369$352$4$725
Debt and finance lease obligations,less current portion649——649
DGDCentralMexicoTerminalsOtherTotal
Assets
Cash and cash equivalents$237$—$23$260
Other current assets1,52011461,577
Property, plant, and equipment, net3,772665754,512
Liabilities
Current liabilities, including current portionof debt and finance lease obligations$616$808$19$1,443
Debt and finance lease obligations,less current portion669——669

Nonconsolidated VIEs

We hold variable interests in VIEs that have not been consolidated because we are not considered the primary beneficiary. These nonconsolidated VIEs are not material to our financial position or results of operations and are accounted for as equity investments.

  1. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost related to our defined benefit plans were as follows (in millions):

Pension PlansOther PostretirementBenefit Plans
2024202320242023
Service cost$28$28$1$1
Interest cost313033
Expected return on plan assets(54)(50)——
Amortization of:
Net actuarial gain(1)(2)(1)(1)
Prior service credit(3)(5)—(1)
Settlement loss5———
Net periodic benefit cost$6$1$3$2
Service cost$84$84$3$3
Interest cost949099
Expected return on plan assets(161)(151)——
Amortization of:
Net actuarial gain(4)(5)(3)(4)
Prior service credit(8)(14)—(3)
Settlement loss5———
Net periodic benefit cost$10$4$9$5

The components of net periodic benefit cost other than the service cost component (i.e., the non-service cost components) are included in “other income, net.”

  1. EARNINGS PER COMMON SHARE

Earnings per common share was computed as follows (dollars and shares in millions, except per share amounts):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2024202320242023
Earnings per common share:
Net income attributable to Valero stockholders$364$2,622$2,489$7,633
Less: Income allocated to participating securities18724
Net income available to common stockholders$363$2,614$2,482$7,609
Weighted-average common shares outstanding318349324359
Earnings per common share$1.14$7.49$7.66$21.22
Earnings per common share – assuming dilution:
Net income attributable to Valero stockholders$364$2,622$2,489$7,633
Less: Income allocated to participating securities18724
Net income available to common stockholders$363$2,614$2,482$7,609
Weighted-average common shares outstanding318349324359
Effect of dilutive securities————
Weighted-average common shares outstanding – assuming dilution318349324359
Earnings per common share – assuming dilution$1.14$7.49$7.66$21.21

Participating securities include restricted stock and performance awards granted under our 2020 Omnibus Stock Incentive Plan (OSIP) or our 2011 OSIP. Dilutive securities include participating securities as well as outstanding stock options. For the three and nine months ended September 30, 2024 and 2023, we computed earnings per common share – assuming dilution using the two-class method for all dilutive securities.

  1. REVENUES AND SEGMENT INFORMATION

Revenue from Contracts with Customers

Disaggregation of Revenue

Revenue is presented in the table below under “Segment Information” disaggregated by product because this is the level of disaggregation that management has determined to be beneficial to users of our financial statements.

Contract Balances

Contract balances were as follows (in millions):

September 30,2024December 31,2023
Receivables from contracts with customers,included in receivables, net$5,839$7,209
Contract liabilities, included in accrued expenses5740

Remaining Performance Obligations

We have spot and term contracts with customers, the majority of which are spot contracts with no remaining performance obligations. We do not disclose remaining performance obligations for contracts that have terms of one year or less. The transaction price for our remaining term contracts includes a fixed component and variable consideration (i.e., a commodity price), both of which are allocated entirely to a wholly unsatisfied promise to transfer a distinct good that forms part of a single performance obligation. The fixed component is not material and the variable consideration is highly uncertain. Therefore, as of September 30, 2024, we have not disclosed the aggregate amount of the transaction price allocated to our remaining performance obligations.

Segment Information

We have three reportable segments—Refining, Renewable Diesel, and Ethanol. Each segment is a strategic business unit that offers different products and services by employing unique technologies and marketing strategies and whose operations and operating performance are managed and evaluated separately. Operating performance is measured based on the operating income generated by the segment, which includes revenues and expenses that are directly attributable to the management of the respective segment. Intersegment sales are generally derived from transactions made at prevailing market rates. The following is a description of each segment’s business operations.

The Refining segment includes the operations of our petroleum refineries, the associated activities to market our refined petroleum products, and the logistics assets that support our refining operations. The principal products manufactured by our refineries and sold by this segment include gasolines and blendstocks, distillates, and other products.

The Renewable Diesel segment represents the operations of DGD, a consolidated joint venture as discussed in Note 6, and the associated activities to market renewable diesel and renewable naphtha. The principal products manufactured by DGD and sold by this segment are renewable diesel and renewable naphtha. This segment sells some renewable diesel to the Refining segment, which is then sold to that segment’s customers.

The Ethanol segment includes the operations of our ethanol plants and the associated activities to market our ethanol and co-products. The principal products manufactured by our ethanol plants are ethanol and distillers grains. This segment sells some ethanol to the Refining segment for blending into gasoline, which is sold to that segment’s customers as a finished gasoline product.

Operations that are not included in any of the reportable segments are included in the corporate category.

The following tables reflect information about our operating income, including a reconciliation to our consolidated income before income tax expense, by reportable segment (in millions):

Refining · RenewableDiesel · Ethanol · CorporateandEliminations · Total
Revenues:
Revenues from external customers$31,332$632$912$—$32,876
Intersegment revenues3593235(831)—
Total revenues31,3351,2251,147(831)32,876
Cost of sales:
Cost of materials and other (a)28,9221,029842(828)29,965
Operating expenses (excluding depreciationand amortization expense reflected below)1,2569213311,482
Depreciation and amortization expense5896919(2)675
Total cost of sales30,7671,190994(829)32,122
Other operating expenses3———3
General and administrative expenses (excludingdepreciation and amortization expensereflected below)———234234
Depreciation and amortization expense———1010
Operating income by segment$565$35$153$(246)507
Other income, net123
Interest and debt expense, net of capitalizedinterest(141)
Income before income tax expense$489
Refining · RenewableDiesel · Ethanol · CorporateandEliminations · Total
Revenues:
Revenues from external customers$36,521$759$1,124$—$38,404
Intersegment revenues8672310(990)—
Total revenues36,5291,4311,434(990)38,404
Cost of sales:
Cost of materials and other (a)31,1151,1691,092(991)32,385
Operating expenses (excluding depreciationand amortization expense reflected below)1,3668412531,578
Depreciation and amortization expense5975520(1)671
Total cost of sales33,0781,3081,237(989)34,634
Other operating expenses6———6
General and administrative expenses (excludingdepreciation and amortization expensereflected below)———250250
Depreciation and amortization expense———1111
Operating income by segment$3,445$123$197$(262)3,503
Other income, net122
Interest and debt expense, net of capitalizedinterest(149)
Income before income tax expense$3,476
Refining · RenewableDiesel · Ethanol · CorporateandEliminations · Total
Revenues:
Revenues from external customers$94,519$1,888$2,718$—$99,125
Intersegment revenues81,932654(2,594)—
Total revenues94,5273,8203,372(2,594)99,125
Cost of sales:
Cost of materials and other (a)85,5283,0252,625(2,588)88,590
Operating expenses (excluding depreciationand amortization expense reflected below)3,65926239514,317
Depreciation and amortization expense1,79319657(4)2,042
Total cost of sales90,9803,4833,077(2,591)94,949
Other operating expenses13—27—40
General and administrative expenses (excludingdepreciation and amortization expensereflected below)———695695
Depreciation and amortization expense———3434
Operating income by segment$3,534$337$268$(732)3,407
Other income, net389
Interest and debt expense, net of capitalizedinterest(421)
Income before income tax expense$3,375
Refining · RenewableDiesel · Ethanol · CorporateandEliminations · Total
Revenues:
Revenues from external customers$102,924$2,990$3,438$—$109,352
Intersegment revenues82,367790(3,165)—
Total revenues102,9325,3574,228(3,165)109,352
Cost of sales:
Cost of materials and other (a)87,3984,1433,422(3,143)91,820
Operating expenses (excluding depreciationand amortization expense reflected below)3,83227438364,495
Depreciation and amortization expense1,75117259(3)1,979
Total cost of sales92,9814,5893,864(3,140)98,294
Other operating expenses17—1—18
General and administrative expenses (excludingdepreciation and amortization expensereflected below)———703703
Depreciation and amortization expense———3232
Operating income by segment$9,934$768$363$(760)10,305
Other income, net357
Interest and debt expense, net of capitalizedinterest(443)
Income before income tax expense$10,219

(a)Cost of materials and other for our Renewable Diesel segment is net of the blender’s tax credit on qualified fuel mixtures of $313 million and $266 million for the three months ended September 30, 2024 and 2023, respectively, and $952 million and $900 million for the nine months ended September 30, 2024 and 2023, respectively.

The following table provides a disaggregation of revenues from external customers for our principal products by reportable segment (in millions):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2024202320242023
Refining:
Gasolines and blendstocks$14,361$17,025$43,004$47,302
Distillates13,85516,39242,28647,222
Other product revenues3,1163,1049,2298,400
Total Refining revenues31,33236,52194,519102,924
Renewable Diesel:
Renewable diesel6107391,8292,864
Renewable naphtha222059126
Total Renewable Diesel revenues6327591,8882,990
Ethanol:
Ethanol6858611,9852,522
Distillers grains227263733916
Total Ethanol revenues9121,1242,7183,438
Revenues$32,876$38,404$99,125$109,352

Total assets by reportable segment were as follows (in millions):

September 30,2024December 31,2023
Refining$46,546$49,031
Renewable Diesel5,7615,790
Ethanol1,4891,549
Corporate and eliminations6,5866,686
Total assets$60,382$63,056
  1. SUPPLEMENTAL CASH FLOW INFORMATION

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

Nine Months EndedSeptember 30,
20242023
Decrease (increase) in current assets:
Receivables, net$1,382$(709)
Inventories574(720)
Prepaid expenses and other265(40)
Increase (decrease) in current liabilities:
Accounts payable(1,081)656
Accrued expenses(93)(31)
Taxes other than income taxes payable(114)(222)
Income taxes payable(138)(629)
Changes in current assets and current liabilities$795$(1,695)

Changes in current assets and current liabilities for the nine months ended September 30, 2024 were primarily due to the following:

The decrease in receivables was due to a decrease in refined petroleum product sales volumes combined with a decrease in related prices in September 2024 compared to December 2023;

The decrease in inventories was primarily due to lower inventory levels in September 2024 compared to December 2023; and

The decrease in accounts payable was due to a decrease in crude oil and other feedstock prices combined with a decrease in related volumes purchased in September 2024 compared to December 2023.

Changes in current assets and current liabilities for the nine months ended September 30, 2023 were primarily due to the following:

The increase in receivables was due to an increase in refined petroleum product prices in September 2023 compared to December 2022;

The increase in inventories was due to an increase in inventory volumes in September 2023 compared to December 2022;

The increase in accounts payable was due to an increase in crude oil and other feedstock prices in September 2023 compared to December 2022; and

The decrease in income taxes payable was primarily due to income tax payments made during the nine months ended September 30, 2023.

Cash flows related to interest and income taxes were as follows (in millions):

Nine Months EndedSeptember 30,
20242023
Interest paid in excess of amount capitalized,including interest on finance leases$374$372
Income taxes paid, net8353,098

Supplemental cash flow information related to our operating and finance leases was as follows (in millions):

Nine Months Ended September 30,
20242023
OperatingLeasesFinanceLeasesOperatingLeasesFinanceLeases
Cash paid for amounts included in themeasurement of lease liabilities:
Operating cash flows$392$87$316$81
Financing cash flows—173—190
Changes in lease balances resulting from newand modified leases34631234384

Noncash financing activities for the nine months ended September 30, 2024 included the conversion by IEnova of $457 million of outstanding borrowings under the IEnova Revolver to additional equity in Central Mexico Terminals, as described in Note 4. There were no other significant noncash investing and financing activities during the nine months ended September 30, 2024, except as noted in the table above.

There were no significant noncash investing and financing activities during the nine months ended September 30, 2023, except as noted in the table above.

  1. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following tables present information (in millions) about our assets and liabilities recognized at their fair values in our balance sheets categorized according to the fair value hierarchy of the inputs utilized by us to determine the fair values as of September 30, 2024 and December 31, 2023.

We have elected to offset the fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty, including any related cash collateral assets or obligations as shown below; however, fair value amounts by hierarchy level are presented in the following tables on a gross basis. We have no derivative contracts that are subject to master netting arrangements that are reflected gross in our balance sheets.

September 30, 2024
TotalGrossFairValue · Effect ofCounter-partyNetting · Effect ofCashCollateralNetting · NetCarryingValue onBalanceSheet · CashCollateralPaid orReceivedNot Offset
Fair Value Hierarchy
Level 1 · Level 2 · Level 3
Assets
Commodity derivativecontracts$951$—$—$951$(824)$(54)$73$—
Physical purchasecontracts—1—1n/an/a1n/a
Investments of certainbenefit plans85—489n/an/a89n/a
Investments in AFSdebt securities125—26n/an/a26n/a
Total$1,037$26$4$1,067$(824)$(54)$189
Liabilities
Commodity derivativecontracts$883$—$—$883$(824)$(59)$—$(55)
Physical purchasecontracts—5—5n/an/a5n/a
Blending programobligations—30—30n/an/a30n/a
Foreign currencycontracts1——1n/an/a1n/a
Total$884$35$—$919$(824)$(59)$36
December 31, 2023
TotalGrossFairValue · Effect ofCounter-partyNetting · Effect ofCashCollateralNetting · NetCarryingValue onBalanceSheet · CashCollateralPaid orReceivedNot Offset
Fair Value Hierarchy
Level 1 · Level 2 · Level 3
Assets
Commodity derivativecontracts$803$—$—$803$(642)$(66)$95$—
Investments of certainbenefit plans76—480n/an/a80n/a
Investments in AFSdebt securities3675—111n/an/a111n/a
Total$915$75$4$994$(642)$(66)$286
Liabilities
Commodity derivativecontracts$643$—$—$643$(642)$(1)$—$(67)
Physical purchasecontracts—6—6n/an/a6n/a
Blending programobligations—58—58n/an/a58n/a
Foreign currencycontracts7——7n/an/a7n/a
Total$650$64$—$714$(642)$(1)$71

A description of our assets and liabilities recognized at fair value along with the valuation methods and inputs we used to develop their fair value measurements are as follows:

Commodity derivative contracts consist primarily of exchange-traded futures, which are used to reduce the impact of price volatility on our results of operations and cash flows as discussed in Note 12. These contracts are measured at fair value using a market approach based on quoted prices from the commodity exchange and are categorized in Level 1 of the fair value hierarchy.

Physical purchase contracts represent the fair value of fixed-price corn purchase contracts. The fair values of these purchase contracts are measured using a market approach based on quoted prices from the commodity exchange or an independent pricing service and are categorized in Level 2 of the fair value hierarchy.

Blending program obligations represent our liability for the purchase of compliance credits needed to satisfy our blending obligations under various government and regulatory blending programs, such as the U.S. Environmental Protection Agency’s (EPA) Renewable Fuel Standard (RFS), the California Low Carbon Fuel Standard (LCFS), the Canada Clean Fuel Regulations, and similar programs in other jurisdictions in which we operate (collectively, the Renewable and Low-Carbon Fuel Programs). The blending program obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based on quoted prices from an independent pricing service.

Investments of certain benefit plans consist of investment securities held by trusts for the purpose of satisfying a portion of our obligations under certain U.S. nonqualified benefit plans. The plan assets categorized in Level 1 of the fair value hierarchy are measured at fair value using a market approach based on quoted prices from national securities exchanges. The plan assets categorized in Level 3 of the fair value hierarchy represent insurance contracts, the fair value of which is provided by the insurer.

Investments in AFS debt securities consist primarily of commercial paper and have maturities within one year. The securities categorized in Level 1 are measured at fair value using a market approach based on quoted prices from national securities exchanges and the securities categorized in Level 2 are measured at fair value using a market approach based on quoted prices from independent pricing services. The amortized cost basis of the securities approximates fair value. Realized and unrealized gains and losses were de minimis for the three and nine months ended September 30, 2024 and 2023.

Foreign currency contracts consist of foreign currency exchange and purchase contracts and foreign currency swap agreements related to our foreign operations to manage our exposure to exchange rate fluctuations on transactions denominated in currencies other than the local (functional) currencies of our operations. These contracts are valued based on quoted foreign currency exchange rates and are categorized in Level 1 of the fair value hierarchy.

Nonrecurring Fair Value Measurements

There wereno assets or liabilities that were measured at fair value on a nonrecurring basis as of September 30, 2024 and December 31, 2023.

Financial Instruments

Our financial instruments include cash and cash equivalents, restricted cash, investments in AFS debt securities, receivables, payables, debt obligations, operating and finance lease obligations, commodity derivative contracts, and foreign currency contracts. The estimated fair values of cash and cash equivalents, restricted cash, receivables, payables, and operating and finance lease obligations approximate their carrying amounts; the carrying value and fair value of debt is shown in the table below (in millions).

September 30, 2024 · December 31, 2023
Fair ValueHierarchyCarryingAmountFairValueCarryingAmountFairValue
Financial liabilities:
Debt (excluding finance leaseobligations)Level 2$8,355$8,372$9,218$9,109

Investments in AFS debt securities, commodity derivative contracts, and foreign currency contracts are recognized at their fair values as shown in “Recurring Fair Value Measurements” above.

  1. PRICE RISK MANAGEMENT ACTIVITIES

General

We are exposed to market risks primarily related to the volatility in the price of commodities, foreign currency exchange rates, and the price of credits needed to comply with the Renewable and Low-Carbon Fuel Programs. We enter into derivative instruments to manage some of these risks, including derivative instruments related to the various commodities we purchase or produce, and foreign currency exchange and purchase contracts, as described below under “Risk Management Activities by Type of Risk.” These derivative instruments are recorded as either assets or liabilities measured at their fair values (see Note 11), as summarized below under “Fair Values of Derivative Instruments.” The effect of these derivative instruments on our income and other comprehensive income (loss) is summarized below under “Effect of Derivative Instruments on Income and Other Comprehensive Income (Loss).”

Risk Management Activities by Type of Risk

Commodity Price Risk

We are exposed to market risks related to the volatility in the price of feedstocks (primarily crude oil, waste and renewable feedstocks, and corn); the products we produce; and natural gas and electricity used in our operations. To reduce the impact of price volatility on our results of operations and cash flows, we use commodity derivative instruments, such as futures and options. Our positions in commodity derivative instruments are monitored and managed on a daily basis by our risk control group to ensure compliance with our stated risk management policy that is periodically reviewed with our Board and/or relevant Board committee.

We primarily use commodity derivative instruments as cash flow hedges and economic hedges. Our objectives for entering into each type of hedge is described below.

Cash flow hedges– The objective of our cash flow hedges is to lock in the price of forecasted purchases and/or product sales at existing market prices that we deem favorable.

Economic hedges – Our objectives for holding economic hedges are to (i) manage price volatility in certain feedstock and product inventories and (ii) lock in the price of forecasted purchases and/or product sales at existing market prices that we deem favorable.

As of September 30, 2024, we had the following outstanding commodity derivative instruments that were used as cash flow hedges and economic hedges, as well as commodity derivative instruments related to the physical purchase of corn at a fixed price. The information presents the notional volume of outstanding contracts by type of instrument and year of maturity (volumes in thousands of barrels, except corn contracts that are presented in thousands of bushels).

Notional Contract Volumes byYear of Maturity
20242025
Derivatives designated as cash flow hedges:
Refined petroleum products:
Futures – short3,726—
Derivatives designated as economic hedges:
Crude oil and refined petroleum products:
Futures – long106,76319,548
Futures – short96,81716,645
Options – long300—
Options – short300—
Corn:
Futures – long47,650465
Futures – short61,9858,155
Physical contracts – long14,3337,873

Foreign Currency Risk

We are exposed to exchange rate fluctuations on transactions related to our foreign operations that are denominated in currencies other than the local (functional) currencies of our operations. To manage our exposure to these exchange rate fluctuations, we often use foreign currency contracts. These contracts are not designated as hedging instruments for accounting purposes and therefore are classified as economic hedges. As of September 30, 2024, we had foreign currency contracts to purchase $328 million of U.S. dollars. All of these commitments matured on or before October 25, 2024.

Renewable and Low-Carbon Fuel Programs Price Risk

We are exposed to market risk related to the volatility in the price of credits needed to comply with the Renewable and Low-Carbon Fuel Programs. To manage this risk, we enter into contracts to purchase these credits. Some of these contracts are derivative instruments; however, we elect the normal purchase exception and do not record these contracts at their fair values. The Renewable and Low-Carbon Fuel Programs require us to blend a certain volume of renewable and low-carbon fuels into the petroleum-based transportation fuels we produce in, or import into, the respective jurisdiction to be consumed therein based on annual quotas. To the degree we are unable to blend at the required quotas, we must purchase compliance credits (primarily Renewable Identification Numbers (RINs)). The cost of meeting our credit obligations under the Renewable and Low-Carbon Fuel Programs was $156 million and $438 million for the three months ended September 30, 2024 and 2023, respectively, and $535 million and $1.2 billion for the nine months ended September 30, 2024 and 2023, respectively. These amounts are reflected in cost of materials and other.

Fair Values of Derivative Instruments

The following table provides information about the fair values of our derivative instruments as of September 30, 2024 and December 31, 2023 (in millions) and the line items in our balance sheets in which the fair values are reflected. See Note 11 for additional information related to the fair values of our derivative instruments.

As indicated in Note 11, we net fair value amounts recognized for multiple similar derivative contracts executed with the same counterparty under master netting arrangements, including cash collateral assets and obligations. The following table, however, is presented on a gross asset and gross liability basis, which results in the reflection of certain assets in liability accounts and certain liabilities in asset accounts:

Balance SheetLocation · September 30, 2024 · December 31, 2023
AssetDerivatives · LiabilityDerivatives · AssetDerivatives · LiabilityDerivatives
Derivatives designatedas hedging instruments:
Commodity contractsReceivables, net$78$15$141$34
Derivatives not designatedas hedging instruments:
Commodity contractsReceivables, net$873$868$662$609
Physical purchase contractsInventories15—6
Foreign currency contractsAccrued expenses—1—7
Total$874$874$662$622

Market Risk

Our price risk management activities involve the receipt or payment of fixed price commitments into the future. These transactions give rise to market risk, which is the risk that future changes in market conditions may make an instrument less valuable. We closely monitor and manage our exposure to market risk on a daily basis in accordance with policies that are periodically reviewed with our Board and/or relevant Board committee. Market risks are monitored by our risk control group to ensure compliance with our stated risk management policy. We do not require any collateral or other security to support derivative instruments into which we enter. We also do not have any derivative instruments that require us to maintain a minimum investment-grade credit rating.

Effect of Derivative Instruments on Income and Other Comprehensive Income (Loss)

The following table provides information about the gain (loss) recognized in income and other comprehensive income (loss) due to fair value adjustments of our cash flow hedges (in millions):

Derivatives in Cash Flow HedgingRelationships · Location of Gain (Loss)Recognized in Incomeon Derivatives · Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
2024 · 2023 · 2024 · 2023
Commodity contracts:
Gain (loss) recognized inother comprehensiveincome (loss)n/a$83$(197)$45$(71)
Gain (loss) reclassifiedfrom accumulatedother comprehensiveloss into incomeRevenues40(119)94(3)

For cash flow hedges, no component of any derivative instrument’s gain or loss was excluded from the assessment of hedge effectiveness for the three and nine months ended September 30, 2024 and 2023. For the three and nine months ended September 30, 2024 and 2023, cash flow hedges primarily related to forecasted sales of renewable diesel. As of September 30, 2024, the estimated deferred after-tax gain that is expected to be reclassified into revenues within the next 12 months was not material. The changes in accumulated other comprehensive loss by component, net of tax, for the three and nine months ended September 30, 2024 and 2023 are described in Note 5.

The following table provides information about the gain (loss) recognized in income on our derivative instruments with respect to our economic hedges and our foreign currency hedges and the line items in our statements of income in which such gains (losses) are reflected (in millions):

Derivatives NotDesignated asHedging Instruments · Location of Gain (Loss)Recognized in Incomeon Derivatives · Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
2024 · 2023 · 2024 · 2023
Commodity contractsRevenues$(16)$(2)$(23)$(19)
Commodity contractsCost of materialsand other(9)(48)(66)126
Commodity contractsOperating expenses(excluding depreciationand amortization expense)———1
Foreign currency contractsCost of materialsand other(17)192(1)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.