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VALERO ENERGY CORP/TX

For the period ended Jun 30, 2025. Filed Jul 24, 2025.

View on SEC.gov

About this filing

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.

Jun 30, 2025 · Filed Jul 24, 2025

VLO$346.45-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-04-24.

0001035002-25-000017

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-24.

0001035002-25-000061

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 178 previous paragraphs and 229 current paragraphs.

115 unchanged; 58 reworded; 38 added; 4 removed; 1 previous and 18 current paragraphs rearranged.

Tables are not compared: 18 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (38)

Current report

While our operating income decreased by $224 million in the second quarter of 2025 compared to the second quarter of 2024, adjusted operating income decreased by $223 million primarily due to the following:

Current report

•Refining segment. Refining segment adjusted operating income increased by $41 million primarily due to higher gasoline and distillate (primarily diesel) margins, partially offset by a decline in crude oil differentials, a decrease in throughput volumes, and increases in operating expenses (excluding depreciation and amortization expense) and depreciation and amortization expense.

Current report

•Ethanol segment. Ethanol segment adjusted operating income decreased by $49 million primarily due to lower ethanol prices, higher corn prices, and higher operating expenses (excluding depreciation and amortization expense); partially offset by an increase in production volumes.

Current report

•Renewable Diesel segment. Renewable Diesel segment operating income decreased by $522 million primarily due to higher feedstock costs and a decrease in sales volumes, partially offset by higher product prices (primarily renewable diesel).

Current report

Refining segment operating income increased by $42 million in the second quarter of 2025; however, Refining segment adjusted operating income, which excludes the adjustment in the table in note (b), increased by $41 million in the second quarter of 2025 compared to the second quarter of 2024. The components of this increase in the adjusted results, along with the reasons for the changes in those components, are outlined below.

Current report

•Refining segment margin increased by $232 million in the second quarter of 2025 compared to the second quarter of 2024.

Current report

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

Current report

◦An increase in distillate (primarily diesel) margins had a favorable impact of approximately $390 million.

Current report

◦A decrease in throughput volumes of 88,000 barrels per day had an unfavorable impact of approximately $100 million.

Current report

•Refining segment operating expenses (excluding depreciation and amortization expense) increased by$88 million primarily due to the effect of a favorable property tax settlement of $51 million in the second quarter of 2024 and an increase in energy costs of $31 million.

Current report

•Refining segment depreciation and amortization expense increased by$103 million primarily due to incremental depreciation expense of approximately $100 million related to our plan to cease refining operations at our Benicia Refinery by the end of April 2026, as described in Note 2 of Condensed Notes to Consolidated Financial Statements.

Current report

Renewable Diesel segment operating income decreased by $191 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to a decrease in Renewable Diesel segment margin of $200 million in the second quarter of 2025 compared to the second quarter of 2024.

Current report

•A decrease in sales volumes of 760,000 gallons per day had an unfavorable impact of approximately $110 million. The decrease in sales volumes was primarily due to reduced production driven by unfavorable economic conditions in the second quarter of 2025.

Current report

•An increase in product prices, primarily renewable diesel, had a favorable impact of approximately $180 million.

Current report

•Ethanol segment margin decreased by $30 million in the second quarter of 2025 compared to the second quarter of 2024.

Current report

◦An increase in production volumes of 109,000 gallons per day had a favorable impact of approximately $10 million.

Current report

Operating income decreased by $2.8 billion in the first six months of 2025; however, adjusted operating income, which excludes the adjustments in the table in note (b) decreased by $1.7 billion, from $2.9 billion in the first six months of 2024 to $1.2 billion in the first six months of 2025. The components of this $1.7 billion decrease in adjusted operating income are discussed by segment in the segment analyses that follow.

Current report

The following table includes selected financial and operating data of our Refining segment for the first six months of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current report

•Refining segment margin decreased by $812 million in the first six months of 2025 compared to the first six months of 2024.

Current report

◦A decline in differentials for other feedstocks had an unfavorable impact of approximately $270 million.

Current report

•Refining segment depreciation and amortization expense increased by$97 million primarily due to incremental depreciation expense of approximately $100 million related to our plan to cease refining operations at our Benicia Refinery by the end of April 2026, as described in Note 2 of Condensed Notes to Consolidated Financial Statements.

Current report

The following table includes selected financial and operating data of our Renewable Diesel segment for the first six months of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current report

Renewable Diesel segment operating income decreased by $522 million in the first six months of 2025 compared to the first six months of 2024 primarily due to a decrease in Renewable Diesel segment margin of $540 million.

Current report

Renewable Diesel segment margin is primarily affected by the prices for the renewable fuels that we sell and the cost of the feedstocks that we process. The table on page 53 reflects market reference prices that we believe impacted our Renewable Diesel segment margin in the first six months of 2025 compared to the first six months of 2024.

Current report

•An increase in product prices, primarily renewable diesel, had a favorable impact of approximately $140 million.

Current report

The following table includes selected financial and operating data of our Ethanol segment for the first six months of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current report

Ethanol segment operating income decreased by $41 million in the first six months of 2025 compared to the first six months of 2024; however, Ethanol segment adjusted operating income, which excludes the adjustment in the table innote (b), decreased by $68 million in the first six months of 2025 compared to the first six months of 2024. The components of this decrease in the adjusted results, along with the reasons for the changes in those components, are outlined below.

Current report

•Ethanol segment margin decreased by $32 million in the first six months of 2025 compared to the first six months of 2024.

Current report

◦An increase in production volumes of 55,000 gallons per day had a favorable impact of approximately $15 million.

Current report

On July 4, 2025, the OBBB was enacted, which resulted in a broad range of changes to the Code, as more fully described in Note 8 of Condensed Notes to Consolidated Financial Statements.

Current report

We are currently evaluating the effects of these changes and other provisions of this legislation on our financial condition, results of operations, and liquidity in the future; however, we do not expect that the OBBB will have a material effect on our financial condition, results of operations, and liquidity in 2025.
Removed paragraphs (4)

Previous report

•Refining segment margin decreased by $1.0 billion in the first quarter of 2025 compared to the first quarter of 2024.

Previous report

Renewable Diesel segment operating income decreased by $331 million in the first quarter of 2025 compared to the first quarter of 2024 primarily due to a decrease in Renewable Diesel segment margin of $340 million in the first quarter of 2025 compared to the first quarter of 2024.

Previous report

•Ethanol segment margin decreased by $2 million in the first quarter of 2025 compared to the first quarter of 2024.
Reworded paragraphs (58)

Previous wording

•expectations regarding environmental, tax, and other regulatory matters, including the matters discussed in Note 2 of Condensed Notes to Consolidated Financial Statements and under “PART II, ITEM 1. LEGAL PROCEEDINGS,” 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, and the anticipated or potential effects thereof on our business, financial condition, results of operations, and liquidity;

Current wording

•expectations regarding environmental, tax, and other regulatory matters, including the matters discussed in Notes 2 and 8 of Condensed Notes to Consolidated Financial Statements and under “PART II, ITEM 1. LEGAL PROCEEDINGS,” 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, and the anticipated or potential effects thereof on our business, financial condition, results of operations, and liquidity;

Previous wording

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;

Current wording

•legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by government authorities, environmental regulations, changes to income tax rates, profits, 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;

Previous wording

Our results for the first quarter of 2025 were supported by stable worldwide demand for petroleum-based transportation fuels. However, our results were also impacted by heavy maintenance activities and a challenging margin environment. In addition, we recognized an asset impairment loss of $1.1 billion ($877 million after taxes) associated with our operations in California, as described in Note 2 of Condensed Notes to Consolidated Financial Statements.

Current wording

Our results for the second quarter and first six months of 2025 were supported by strong worldwide demand for petroleum-based transportation fuels, while worldwide supply of those products was constrained. However, our results were also impacted by the asset impairment loss of $1.1 billion ($877 million after taxes) associated with our operations in California, as described in Note 2 of Condensed Notes to Consolidated Financial Statements.

Previous wording

We reported a net loss attributable to Valero stockholders of $595 million for the first quarter of 2025. 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 36.

Current wording

We reported $714 million and $119 million of net income attributable to Valero stockholders for the second quarter of 2025 and the first six months of 2025, respectively. Our operating results, including operating results by segment, are described in the following summary under “Second Quarter Results” and “First Six Months Results,” and detailed descriptions can be found under “RESULTS OF OPERATIONS” beginning on page 43.

Previous wording

Our operations generated $952 million of cash during the first quarter of 2025. In addition, we issued $650 million of 5.150 percent Senior Notes due February 15, 2030 during the first quarter of 2025, as described in Note 4 of Condensed Notes to Consolidated Financial Statements. The cash generated by our operations, along with the net proceeds from our debt issuance and cash on hand, was used to make $660 million of capital investments in our business, return $630 million to our stockholders through purchases of common stock for treasury and dividend payments, and repay the $189 million outstanding principal balance of our 3.65 percent Senior Notes that matured in March 2025. As a result of this and other activity, our cash, cash equivalents, and restricted cash decreased by $22 million during the first quarter of 2025 to $4.8 billion as of March 31, 2025. We had $9.7 billion in liquidity as of March 31, 2025. 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 45.

Current wording

Our operations generated $1.9 billion of cash during the first six months of 2025. In addition, we issued $650 million of 5.150 percent Senior Notes due February 15, 2030 during the first six months of 2025, as described in Note 4 of Condensed Notes to Consolidated Financial Statements. The cash generated by our operations, along with the net proceeds from our debt issuance and cash on hand, was used to make $1.1 billion of capital investments in our business, return $1.3 billion to our stockholders through purchases of common stock for treasury and dividend payments, and repay $440 million of our public debt that matured in the first six months of 2025. As a result of this and other activity, our cash, cash equivalents, and restricted cash decreased by $117 million during the first six months of 2025 to $4.7 billion as of June 30, 2025. We had $9.6 billion in liquidity as of June 30, 2025. 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 60.

Previous wording

•Renewable Diesel segment. Renewable Diesel segment operating income decreased by $331 million primarily due to a decrease in sales volumes and higher feedstock costs.

Current wording

•Renewable Diesel segment. Renewable Diesel segment operating income decreased by $191 million primarily due to higher feedstock costs and a decrease in sales volumes, partially offset by higher product prices (primarily renewable diesel).

Previous wording

For the first quarter of 2025, we reported a net loss attributable to Valero stockholders of $595 million compared to net income attributable to Valero stockholders of $1.2 billion for the first quarter of 2024. The decrease of $1.8 billion was primarily due to a decrease in operating income of $2.6 billion, partially offset by a decrease in income tax expense of $618 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 43.

Current wording

For the first six months of 2025, we reported net income attributable to Valero stockholders of $119 million compared to $2.1 billion for the first six months of 2024. The decrease of $2.0 billion was primarily due to a decrease in operating income of $2.8 billion, partially offset by a decrease in income tax expense of $616 million and a decrease in net income (loss) attributable to noncontrolling interest of $239 million. The details of our operating income 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 57.

Previous wording

While our operating income decreased by $2.6 billion in the first quarter of 2025 compared to the first quarter of 2024, adjusted operating income decreased by $1.5 billion primarily due to the following:

Current wording

While our operating income decreased by $2.8 billion in the first six months of 2025 compared to the first six months of 2024, adjusted operating income decreased by $1.7 billion primarily due to the following:

Previous wording

•Refining segment. Refining segment adjusted operating income decreased by $1.1 billion primarily due to lower gasoline and distillate (primarily diesel) margins, a decline in crude oil differentials, and higher operating expenses (excluding depreciation and amortization expense), partially offset by higher margins on other products.

Current wording

•Refining segment. Refining segment adjusted operating income decreased by $1.1 billion primarily due to a decline in crude oil and other feedstock differentials, lower distillate (primarily diesel) margins, and increases in operating expenses (excluding depreciation and amortization expense) and depreciation and amortization expense; partially offset by higher margins on other products.

Previous wording

•Ethanol segment. Ethanol segment adjusted operating income decreased by $19 million primarily due to higher corn prices, lower corn related co-product prices, and higher operating expenses (excluding depreciation and amortization expense), partially offset by higher ethanol prices.

Current wording

•Ethanol segment. Ethanol segment adjusted operating income decreased by $68 million primarily due to higher corn prices, lower corn related co-product prices, and higher operating expenses (excluding depreciation and amortization expense); partially offset by higher ethanol prices and an increase in production volumes.

Previous wording

Many uncertainties remain with respect to the supply and demand balances in petroleum-based product markets worldwide. While it is difficult to predict future worldwide economic activity and its resulting impact on product supply and demand, including the effects of tariffs thereon, we have noted several factors below that have impacted or may impact our results of operations during the second quarter of 2025.

Current wording

Many uncertainties remain with respect to the supply and demand balances in petroleum-based product markets worldwide. While it is difficult to predict future worldwide economic activity and its resulting impact on product supply and demand, including the effects of tariffs thereon, we have noted several factors below that have impacted or may impact our results of operations during the third quarter of 2025.

Previous wording

•Combined light product (gasoline, diesel, and jet fuel) inventories across the U.S. and Europe remain comparable to recent historical levels. Expected reductions in refining capacity in 2025 should support utilization of refining capacity.

Current wording

•Combined light product (gasoline, diesel, and jet fuel) inventories across the U.S. and Europe are low. Expected reductions in refining capacity in 2025 should continue to support utilization of refining capacity.

Previous wording

•Crude oil differentials are expected to remain relatively stable. However, potential sanction adjustments related to Iran, Russia, and Venezuela, the Russia-Ukraine conflict, and an expected increase in sour crude production from OPEC+ suppliers could result in increased volatility in the crude oil market and potentially impact crude oil differentials.

Current wording

•Crude oil differentials are expected to remain relatively stable. However, potential sanction adjustments related to Iran, Russia, and Venezuela, the Russia-Ukraine conflict, and an increase in sour crude production from OPEC+ suppliers could result in increased volatility in the crude oil market and potentially impact crude oil differentials.

Previous wording

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 43, 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 42 through 45.

Current wording

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 57, 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 57 through 59.

Previous wording

The following table includes selected financial data for the total company, corporate, and other for the first quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current wording

The following table includes selected financial data for the total company, corporate, and other for the second quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Previous wording

Adjusted operating income decreased by $1.5 billion, from $1.7 billion in the first quarter of 2024 to $235 million in the first quarter of 2025. The components of this $1.5 billion decrease in adjusted operating income are discussed by segment in the segment analyses that follow.

Current wording

Operating income decreased by $224 million in the second quarter of 2025; however, adjusted operating income, which excludes the adjustment in the table in note (b), decreased by $223 million, from $1.2 billion in the second quarter of 2024 to $1.0 billion in the second quarter of 2025. The components of this $223 million decrease in adjusted operating income are discussed by segment in the segment analyses that follow.

Previous wording

Net income attributable to noncontrolling interests decreased by $142 million in the first quarter of 2025 compared to the first quarter of 2024 primarily due to lower earnings associated with DGD, whose operations compose our Renewable Diesel segment. See Note 6 of Condensed Notes to Consolidated Financial Statements regarding our accounting for DGD and the Renewable Diesel segment analysis beginning on page 41.

Current wording

Net income attributable to noncontrolling interests decreased by $97 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to lower earnings associated with DGD, whose operations compose our Renewable Diesel segment. See Note 6 of Condensed Notes to Consolidated Financial Statements regarding our accounting for DGD and the Renewable Diesel segment analysis beginning on page 48.

Previous wording

The following table includes selected financial and operating data of our Refining segment for the first quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current wording

The following table includes selected financial and operating data of our Refining segment for the second quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Previous wording

Refining segment margin is primarily affected by the prices for the petroleum-based transportation fuels that we sell and the cost of crude oil and other feedstocks that we process. The table on page 38 reflects market reference prices and differentials that we believe impacted our Refining segment margin in the first quarter of 2025 compared to the first quarter of 2024.

Current wording

Refining segment margin is primarily affected by the prices for the petroleum-based transportation fuels that we sell and the cost of crude oil and other feedstocks that we process. The table on page 45 reflects market reference prices and differentials that we believe impacted our Refining segment margin in the second quarter of 2025 compared to the second quarter of 2024.

Previous wording

◦A decrease in gasoline margins had an unfavorable impact of approximately $300 million.

Current wording

◦An increase in gasoline margins had a favorable impact of approximately $390 million.

Previous wording

◦A decline in crude oil differentials had an unfavorable impact of approximately $300 million.

Current wording

◦A decline in crude oil differentials had an unfavorable impact of approximately $450 million.

Previous wording

The following table includes selected financial and operating data of our Renewable Diesel segment for the first quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current wording

The following table includes selected financial and operating data of our Renewable Diesel segment for the second quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Previous wording

Renewable Diesel segment margin is primarily affected by the prices for the renewable fuels that we sell and the cost of the feedstocks that we process. The table on page 39 reflects market reference prices that we believe impacted our Renewable Diesel segment margin in the first quarter of 2025 compared to the first quarter of 2024.

Current wording

Renewable Diesel segment margin is primarily affected by the prices for the renewable fuels that we sell and the cost of the feedstocks that we process. The table on page 46 reflects market reference prices that we believe impacted our Renewable Diesel segment margin in the second quarter of 2025 compared to the second quarter of 2024.

Previous wording

•An increase in the cost of the feedstocks that we process had an unfavorable impact of approximately $90 million.

Current wording

•An increase in the cost of the feedstocks that we process had an unfavorable impact of approximately $260 million.

Previous wording

The following table includes selected financial and operating data of our Ethanol segment for the first quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current wording

The following table includes selected financial and operating data of our Ethanol segment for the second quarter of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Previous wording

Ethanol segment operating income increased by $10 million in the first quarter of 2025; however, Ethanol segment adjusted operating income, which excludes the adjustment in the table in note (b), decreased by $19 million in the first quarter of 2025 compared to the first quarter of 2024. The components of this decrease in the adjusted results, along with the reasons for the changes in those components, are outlined below.

Current wording

Ethanol segment operating income decreased by $51 million in the second quarter of 2025; however, Ethanol segment adjusted operating income, which excludes the adjustment in the table in note (b), decreased by $49 million in the second quarter of 2025 compared to the second quarter of 2024. The components of this decrease in the adjusted results, along with the reasons for the changes in those components, are outlined below.

Previous wording

Ethanol segment margin is primarily affected by prices for the ethanol and corn related co-products that we sell and the cost of corn that we process. The table on page 39 reflects market reference prices that we believe impacted our Ethanol segment margin in the first quarter of 2025 compared to the first quarter of 2024.

Current wording

Ethanol segment margin is primarily affected by prices for the ethanol and corn related co-products that we sell and the cost of corn that we process. The table on page 46 reflects market reference prices that we believe impacted our Ethanol segment margin in the second quarter of 2025 compared to the second quarter of 2024.

Previous wording

◦An increase in corn prices had an unfavorable impact of approximately $45 million.

Current wording

◦An increase in corn prices had an unfavorable impact of approximately $10 million.

Previous wording

•Ethanol segment operating expenses (excluding depreciation and amortization expense) increased by$17 million primarily due to an increase in energy costs.

Current wording

•Ethanol segment operating expenses (excluding depreciation and amortization expense) increased by$19 million primarily due to an increase in energy costs.

Previous wording

Revenues decreased by $1.5 billion in the first quarter of 2025 compared to the first quarter of 2024 primarily due to decreases in product prices for the petroleum-based transportation fuels associated with sales made by our Refining segment. This decrease in revenues, along with the effect of an asset impairment loss of $1.1 billion in the first quarter of 2025 (see note (a)), resulted in a $2.6 billion decrease in operating income, from operating income of $1.7 billion in the first quarter of 2024 to an operating loss of $900 million in the first quarter of 2025.

Current wording

Revenues decreased by $6.1 billion in the first six months of 2025 compared to the first six months of 2024 primarily due to decreases in product prices for the petroleum-based transportation fuels associated with sales made by our Refining segment. This decrease in revenues, along with the effect of an asset impairment loss of $1.1 billion in the first six months of 2025 (see note (a)), was partially offset by a decrease in cost of sales of $4.4 billion primarily due to decreases in crude oil and other feedstock costs.

Previous wording

Income tax expense decreased by $618 million in the first quarter of 2025 compared to the first quarter of 2024 primarily as a result of lower income before income tax expense. Our effective tax rate was 29 percent in the first quarter of 2025 compared to 21 percent in the first quarter of 2024. The increase in the effective tax rate was primarily due to a decrease in U.S. income before income tax expense resulting from the asset impairment loss associated with our operations in California, as described in Note 2 of Condensed Notes to Consolidated Financial Statements.

Current wording

The increase in the effective tax rate was primarily due to a decrease in U.S. income before income tax expense resulting from the asset impairment loss associated with our operations in California, as described in Note 2 of Condensed Notes to Consolidated Financial Statements.

Previous wording

Refining segment operating income decreased by $2.3 billion in the first quarter of 2025; however, Refining segment adjusted operating income, which excludes the adjustments in the table in note (b), decreased by $1.1 billion in the first quarter of 2025 compared to the first quarter of 2024. The components of this decrease in the adjusted results, along with the reasons for the changes in those components, are outlined below.

Current wording

Refining segment operating income decreased by $2.2 billion in the first six months of 2025 compared to the first six months of 2024; however, Refining segment adjusted operating income, which excludes the adjustments in the table in note (b), decreased by $1.1 billion in the first six months of 2025 compared to the first six months of 2024. The components of this decrease in the adjusted results, along with the reasons for the changes in those components, are outlined below.

Previous wording

◦A decrease in distillate (primarily diesel) margins had an unfavorable impact of approximately $680 million.

Current wording

◦A decrease in distillate (primarily diesel) margins had an unfavorable impact of approximately $410 million.

Previous wording

◦An increase in margins for other products had a favorable impact of approximately $180 million.

Current wording

◦An increase in margins for other products had a favorable impact of approximately $570 million.

Previous wording

•Refining segment operating expenses (excluding depreciation and amortization expense) increased by$107 million primarily due to increases in energy costs of $65 million and maintenance expense of $41 million.

Current wording

•Refining segment operating expenses (excluding depreciation and amortization expense) increased by $195 million primarily due to increases in energy costs of $96 million and maintenance expenses of $57 million and the effect of a favorable property tax settlement of $51 million in the first six months of 2024.

Previous wording

•A decrease in sales volumes of 1.3 million gallons per day had an unfavorable impact of approximately $170 million. The decrease in sales volumes was primarily due to reduced production resulting from planned maintenance activities at the DGD St. Charles Plant in the first quarter of 2025.

Current wording

•A decrease in sales volumes of 1.0 million gallons per day had an unfavorable impact of approximately $290 million. The decrease in sales volumes was primarily due to reduced production driven by unfavorable economic conditions and planned maintenance activities at the DGD St. Charles Plant in the first six months of 2025.

Previous wording

◦A decrease in prices for the co-products that we produce, primarily dry distillers grains, had an unfavorable impact of approximately $30 million.

Current wording

◦A decrease in prices for the co-products that we produce, primarily DDGs, had an unfavorable impact of approximately $30 million.

Previous wording

◦An increase in ethanol prices had a favorable impact of approximately $70 million.

Current wording

◦An increase in ethanol prices had a favorable impact of approximately $35 million.

Previous wording

The following notes relate to references on pages 36 through 42.

Current wording

The following notes relate to references on pages 43 through 56.

Previous wording

(a)In late March 2025, we approved a plan with respect to the operations at our Benicia Refinery and currently intend to cease refining operations by the end of April 2026. In addition, we considered strategic alternatives for our remaining operations in California. As a result, we evaluated the assets of the Benicia and Wilmington refineries for impairment as of March 31, 2025 and concluded that the carrying values of these assets were not recoverable. Therefore, we reduced the carrying values of the Benicia and Wilmington refineries to their estimated fair values and recognized a combined asset impairment loss of $1.1 billion in the three months ended March 31, 2025.

Current wording

(a)In March 2025, we approved a plan with respect to the operations at our Benicia Refinery and currently intend to cease refining operations by the end of April 2026. In addition, we considered strategic alternatives for our remaining operations in California. As a result, we evaluated the assets of the Benicia and Wilmington refineries for impairment as of March 31, 2025 and concluded that the carrying values of these assets were not recoverable. Therefore, we reduced the carrying values of the Benicia and Wilmington refineries to their estimated fair values and recognized a combined asset impairment loss of $1.1 billion in the six months ended June 30, 2025.

Showing the first 40 of 58 pairs. Open the source sections for the rest.

Rearranged current paragraphs (18)

Current report — wording carried from elsewhere

For the second quarter of 2025, we reported net income attributable to Valero stockholders of $714 million compared to $880 million for the second quarter of 2024. The decrease of $166 million was primarily due to a decrease in operating income of $224 million, partially offset by a decrease in net income (loss) attributable to noncontrolling interest of $97 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 57.

Current report — wording carried from elsewhere

Revenues decreased by $4.6 billion in the second quarter of 2025 compared to the second quarter of 2024 primarily due to decreases in product prices for the petroleum-based transportation fuels associated with sales made by our Refining segment. This decrease in revenues was partially offset by a decrease in cost of sales of $4.4 billion primarily due to decreases in crude oil and other feedstock costs.

Current report — wording carried from elsewhere

◦A decrease in ethanol prices had an unfavorable impact of approximately $30 million.

Current report — wording carried from elsewhere

Financial Highlights by Segment and Total Company

Current report — wording carried from elsewhere

Financial Highlights by Segment and Total Company (continued)

Current report — wording carried from elsewhere

Average Market Reference Prices and Differentials

Current report — wording carried from elsewhere

Average Market Reference Prices and Differentials (continued)

Current report — wording carried from elsewhere

The following table includes selected financial data for the total company, corporate, and other for the first six months of 2025 and 2024. The selected financial data is derived from the Financial Highlights by Segment and Total Company tables, unless otherwise noted.

Current report — wording carried from elsewhere

Income tax expense decreased by $616 million in the first six months of 2025 compared to the first six months of 2024 primarily as a result of lower income before income tax expense. Our effective tax rate was 56 percent in the first six months of 2025 compared to 22 percent in the first six months of 2024.

Current report — wording carried from elsewhere

Net income attributable to noncontrolling interests decreased by $239 million in the first six months of 2025 compared to the first six months of 2024 primarily due to lower earnings associated with DGD, whose operations compose our Renewable Diesel segment. See Note 6 of Condensed Notes to Consolidated Financial Statements regarding our accounting for DGD and the Renewable Diesel segment analysis on page 55.

Current report — wording carried from elsewhere

Refining segment margin is primarily affected by the prices for the petroleum-based transportation fuels that we sell and the cost of crude oil and other feedstocks that we process. The table on page 52 reflects market reference prices and differentials that we believe impacted our Refining segment margin in the first six months of 2025 compared to the first six months of 2024.

Current report — wording carried from elsewhere

◦A decline in crude oil differentials had an unfavorable impact of approximately $770 million.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

•An increase in the cost of the feedstocks that we process had an unfavorable impact of approximately $360 million.

Current report — wording carried from elsewhere

Ethanol segment margin is primarily affected by prices for the ethanol and corn-related co-products that we sell and the cost of corn that we process. The table on page 53 reflects market reference prices that we believe impacted our Ethanol segment margin in the first six months of 2025 compared to the first six months of 2024.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

◦An increase in corn prices had an unfavorable impact of approximately $55 million.

Current report — wording carried from elsewhere

•Ethanol segment operating expenses (excluding depreciation and amortization expense) increased by $36 million primarily due to an increase in energy costs.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

•legislative or regulatory action, including the introduction or enactment of legislation or rulemakings by government authorities, environmental regulations, changes to income tax rates, introduction of a global minimum tax, profits, windfall, margin, or other taxes or penalties, tax changes or restrictions impacting the foreign repatriation of cash, actions implemented under