e10vk
FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13175
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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74-1828067
(I.R.S. Employer
Identification No.) |
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One Valero Way
San Antonio, Texas
(Address of principal executive offices)
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78249
(Zip Code) |
Registrants telephone number, including area code: (210) 345-2000
Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.01 par value per share
listed on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The aggregate market value of the voting and non-voting common stock held by non-affiliates was
approximately $40.9 billion based on the last sales price quoted as of June 29, 2007 on the New
York Stock Exchange, the last business day of the registrants most recently completed second
fiscal quarter.
As of January 31, 2008, 534,652,367 shares of the registrants common stock were issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
We intend to file with the Securities and Exchange Commission a definitive Proxy Statement for our
Annual Meeting of Stockholders scheduled for May 1, 2008, at which directors will be elected.
Portions of the 2008 Proxy Statement are incorporated by reference in Part III of this Form 10-K
and are deemed to be a part of this report.
CROSS-REFERENCE SHEET
The following table indicates the headings in the 2008 Proxy Statement where certain information
required in Part III of Form 10-K may be found.
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Form 10-K Item No. and Caption |
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Heading in 2008 Proxy Statement |
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10. Directors, Executive Officers and
Corporate
Governance
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Information Regarding the
Board of Directors,
Independent Directors, Audit
Committee, Governance
Documents and Codes of Ethics,
Proposal No. 1 Election of
Directors, Information
Concerning Nominees and Other
Directors, and Section 16(a)
Beneficial Ownership Reporting
Compliance |
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11. Executive Compensation
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Compensation Committee,
Compensation Discussion and
Analysis, Director
Compensation, Executive
Compensation, and Certain
Relationships and Related
Transactions |
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12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
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Beneficial Ownership of Valero
Securities and Equity
Compensation Plan Information |
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13. Certain Relationships and Related
Transactions, and Director
Independence
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Certain Relationships and
Related Transactions and
Independent Directors |
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14. Principal Accountant Fees and Services
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KPMG Fees for Fiscal Year
2007, KPMG Fees for Fiscal
Year 2006, and Audit Committee
Pre-Approval Policy |
Copies of all documents incorporated by reference, other than exhibits to such documents, will be
provided without charge to each person who receives a copy of this Form 10-K upon written request
to Jay D. Browning, Senior Vice President-Corporate Law and Secretary, Valero Energy Corporation,
P.O. Box 696000, San Antonio, Texas 78269-6000.
ii
PART I
The terms Valero, we, our, and us, as used in this report, may refer to Valero Energy
Corporation, to one or more of our consolidated subsidiaries, or to all of them taken as a whole.
In this Form 10-K, we make certain forward-looking statements, including statements regarding our
plans, strategies, objectives, expectations, intentions, and resources, under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. You should read our
forward-looking statements together with our disclosures beginning on page 21 below under the
heading: CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
ITEMS 1., 1A. and 2. BUSINESS, RISK FACTORS AND PROPERTIES
Overview. We are a Fortune 500 company based in San Antonio, Texas. Our corporate offices are at
One Valero Way, San Antonio, Texas, 78249, and our telephone number is (210) 345-2000. Our common
stock trades on the New York Stock Exchange under the symbol VLO. We were incorporated in
Delaware in 1981 under the name Valero Refining and Marketing Company, and our name was changed to
Valero Energy Corporation on August 1, 1997. On January 31, 2008, we had 21,651 employees.
We own and operate 17 refineries located in the United States, Canada, and Aruba that produce
conventional gasolines, distillates, jet fuel, asphalt, petrochemicals, lubricants, and other
refined products as well as a slate of premium products including RBOB1, gasoline
meeting the specifications of the California Air Resources Board (CARB), CARB diesel fuel,
low-sulfur and ultra-low-sulfur diesel fuel, and oxygenates (liquid hydrocarbon compounds
containing oxygen).
We market branded and unbranded refined products on a wholesale basis in the United States and
Canada through an extensive bulk and rack marketing network. We also sell refined products through
a network of about 5,800 retail and wholesale branded outlets in the United States, Canada, and
Aruba.
Available Information. Our internet website address is www.valero.com. Information contained on
our website is not part of this annual report on Form 10-K. Our annual reports on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K filed with (or furnished to) the
Securities and Exchange Commission (SEC) are available on our internet website (in the Investor
Relations section), free of charge, soon after we file or furnish such material. We also post our
corporate governance guidelines, code of business conduct and ethics, code of ethics for senior
financial officers, and the charters of the committees of our board of directors in the same
website location. Our governance documents are available in print to any stockholder that makes a
written request to Jay D. Browning, Senior Vice President-Corporate Law and Secretary, Valero
Energy Corporation, P.O. Box 696000, San Antonio, Texas 78269-6000.
SEGMENTS
Our business is organized into two reportable segments: refining and retail. Our refining segment
includes refining operations, wholesale marketing, product supply and distribution, and
transportation operations. The refining segment is segregated geographically into the Gulf Coast,
Mid-Continent, West Coast, and Northeast regions.
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1 |
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RBOB is a base unfinished reformulated gasoline mixture
known as reformulated gasoline blendstock for oxygenate blending or RBOB. |
1
Our retail segment includes company-operated convenience stores, Canadian dealers/jobbers,
truckstop facilities, cardlock facilities, and home heating oil operations. The retail segment is
segregated into two geographic regions. Our retail operations in eastern Canada are referred to as Retail - Canada.
Our retail operations in the United States are referred to as Retail - U.S. The financial
information about our segments in Note 19 of Notes to Consolidated Financial Statements is
incorporated herein by reference.
VALEROS OPERATIONS
REFINING
On December 31, 2007, our refining operations included 17 refineries in the United States, Canada,
and Aruba with a combined total throughput capacity of approximately 3.1 million barrels per day
(BPD). The following table presents the locations of these refineries and their feedstock
throughput capacities. These capacities exclude any throughput enhancements completed after
December 31, 2007.
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As of December 31, 2007 |
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Throughput Capacity(a) |
Refinery |
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Location |
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(barrels
per day) |
Gulf Coast: |
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Corpus Christi (b) |
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Texas |
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315,000 |
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Port Arthur |
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Texas |
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310,000 |
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Aruba |
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Aruba |
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275,000 |
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St. Charles |
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Louisiana |
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250,000 |
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Texas City |
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Texas |
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245,000 |
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Houston |
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Texas |
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145,000 |
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Three Rivers |
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Texas |
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100,000 |
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Krotz Springs |
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Louisiana |
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85,000 |
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1,725,000 |
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West Coast: |
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Benicia |
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California |
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170,000 |
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Wilmington |
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California |
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135,000 |
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305,000 |
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Mid-Continent: |
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Memphis |
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Tennessee |
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195,000 |
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McKee |
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Texas |
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170,000 |
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Ardmore |
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Oklahoma |
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90,000 |
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455,000 |
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Northeast: |
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Quebec City |
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Quebec, Canada |
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215,000 |
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Delaware City |
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Delaware |
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210,000 |
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Paulsboro |
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New Jersey |
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195,000 |
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620,000 |
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Total |
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3,105,000 |
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(a) |
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Throughput capacity represents estimated capacity for
processing crude oil, intermediates, and other feedstocks. Total
estimated crude oil capacity is approximately 2.7 million BPD. |
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(b) |
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Represents the combined capacities of two refineries - the
Corpus Christi East and Corpus Christi West Refineries. |
We process a wide slate of feedstocks, including sour crude oils, intermediates, and residual fuel
oil (resid), which typically can be purchased at prices below West Texas Intermediate, a benchmark
crude oil. In 2007, sour crude oils, acidic sweet crude oils, and resid represented 57% of our
throughput volumes, sweet crude oils
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represented 26%, and the remaining 17% was composed of
blendstocks and other feedstocks. Our ability to process significant amounts of sour crude oils
enhances our competitive position in the industry relative to refiners that process primarily sweet crude oils because sour crude oils typically can be purchased
at prices below sweet crude oils.
In 2007, gasolines and blendstocks represented 46% of our refined product slate; distillates - such
as home heating oil, diesel fuel, and jet fuel - represented 33%; petrochemicals represented 3%;
and asphalt, lubricants, gas oils, No. 6 fuel oil, petroleum coke, and other products comprised the
remaining 18%.
Gulf Coast
The following table presents the percentages of principal charges and yields (on a combined basis)
for the nine refineries in this region for the year ended December 31, 2007. Total throughput
volumes for the Gulf Coast refining region averaged 1,537,000 BPD for the 12 months ended December
31, 2007.
Combined Gulf Coast Region Charges and Yields
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Percentage |
Charges: |
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sour crude oil |
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54% |
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sweet crude oil |
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14% |
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residual fuel oil |
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13% |
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other feedstocks |
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8% |
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blendstocks |
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11% |
Yields: |
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gasolines and blendstocks |
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43% |
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distillates |
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32% |
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petrochemicals |
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4% |
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other products (includes vacuum
gas oil, No. 6 fuel oil, petroleum coke, asphalt, and other) |
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21% |
Corpus Christi East and West Refineries. Our Corpus Christi East and West Refineries are located
on the Texas Gulf Coast along the Corpus Christi Ship Channel. The West Refinery specializes in
processing primarily lower-cost sour crude oil and resid into premium products such as RBOB. The
East Refinery processes heavy, high-sulfur crude oil into conventional gasoline, diesel, jet fuel,
asphalt, aromatics, and other light products. The East and West Refineries are substantially
integrated allowing for the transfer of various feedstocks and blending components between the two
refineries and the sharing of resources. The refineries typically receive and deliver feedstocks
and products by tanker and barge via deepwater docking facilities along the Corpus Christi Ship
Channel. Three truck racks with a total of 16 bays service local markets for gasoline, diesel, jet
fuels, liquefied petroleum gases, and asphalt. The refineries distribute refined products using
the Colonial, Explorer, Valley, and other major pipelines.
Port Arthur Refinery. Our Port Arthur Refinery is located on the Texas Gulf Coast approximately 90
miles east of Houston. The refinery processes primarily heavy sour crude oils and other feedstocks
into conventional and premium gasoline and RBOB, as well as diesel, jet fuel, petrochemicals,
petroleum coke, and sulfur. The refinery receives crude oil over marine docks and has access to
the Sunoco and Oiltanking terminals at Nederland, Texas. Finished products are distributed into
the Colonial, Explorer, and TEPPCO pipelines or across the refinery docks into ships or barges.
The refinery also has truck-rack access.
3
Aruba Refinery. Our Aruba Refinery is located on the island of Aruba in the Caribbean Sea. It
processes primarily heavy sour crude oil and produces primarily intermediate feedstocks and
finished distillate products. Significant amounts of the refinerys intermediate feedstock
production are transported and further processed in our other refineries in the Gulf Coast, West
Coast, and Northeast regions. The refinery receives crude oil by ship at its two deepwater marine
docks, which can berth ultra-large crude carriers. The refinerys products are delivered by ship
primarily into markets in the U.S. Gulf Coast, Florida, the New York Harbor, the Caribbean, and
Europe.
St. Charles Refinery. Our St. Charles Refinery is located approximately 15 miles from New Orleans
along the Mississippi River. The refinery processes sour crude oils and other feedstocks into
gasoline, distillates, and other light products. The refinery receives crude oil over five marine
docks and has access to the Louisiana Offshore Oil Port where it can receive crude oil through a
24-inch pipeline. Finished products can be shipped over these docks or by pipeline into either the
Plantation or Colonial pipeline network for distribution to the eastern United States.
Texas City Refinery. Our Texas City Refinery is located southeast of Houston on the Texas City
Ship Channel. The refinery processes primarily heavy sour crude oils into a wide slate of
products. The refinery receives and delivers its feedstocks and products by tanker and barge via
deepwater docking facilities along the Texas City Ship Channel and uses the Colonial, Explorer, and
TEPPCO pipelines for distribution of its products.
Houston Refinery. Our Houston Refinery is located on the Houston Ship Channel. It processes
primarily sour crude oils and low-sulfur resid into conventional gasoline and distillates. The
refinery also produces roofing-grade asphalt. The refinery receives its feedstocks via tanker at
deepwater docking facilities along the Houston Ship Channel and delivers its products through major
refined-product pipelines, including the Colonial, Explorer, and TEPPCO pipelines.
Three Rivers Refinery. Our Three Rivers Refinery is located in South Texas between Corpus Christi
and San Antonio. It processes primarily heavy sweet and sour crude oils into conventional gasoline
and distillates. The refinery has access to crude oil from foreign sources delivered to the Texas
Gulf Coast at Corpus Christi as well as crude oil from domestic sources through third-party
pipelines. A 70-mile pipeline that can deliver 120,000 BPD of crude oil connects the Three Rivers
Refinery to Corpus Christi. The refinery distributes its refined products primarily through
pipelines owned by NuStar Energy L.P.
Krotz Springs Refinery. Our Krotz Springs Refinery is located between Baton Rouge and Lafayette,
Louisiana on the Atchafalaya River. It processes light sweet crude oils (received by pipeline and
barge) into conventional gasoline and distillates. The refinerys location provides access to
upriver markets on the Mississippi River, and its docking facilities along the Atchafalaya River
are sufficiently deep to allow barge access. The facility also uses the Colonial pipeline to
transport products to markets in the southeastern and northeastern United States.
4
West Coast
The following table presents the percentages of principal charges and yields (on a combined basis)
for the two refineries in this region for the year ended December 31, 2007. Total throughput
volumes for the West Coast refining region averaged approximately 289,000 BPD for the 12 months
ended December 31, 2007.
Combined West Coast Region Charges and Yields
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Percentage |
Charges: |
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sour crude oil |
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63% |
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high-acid sweet crude oil |
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5% |
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sweet crude oil |
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4% |
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other feedstocks |
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10% |
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blendstocks |
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18% |
Yields: |
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gasolines and blendstocks |
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60% |
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distillates |
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23% |
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other products (includes vacuum gas
oil, No. 6 fuel oil, petroleum coke, asphalt, and other) |
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17% |
Benicia Refinery. Our Benicia Refinery is located northeast of San Francisco on the Carquinez
Straits of San Francisco Bay. It processes sour crude oils into premium products, primarily CARBOB
gasoline. (CARBOB is a reformulated gasoline mixture that meets the specifications of the
California Air Resources Board when blended with ethanol.) The refinery receives crude oil
supplies via a deepwater dock that can berth large crude oil carriers and a 20-inch crude oil
pipeline connected to a southern California crude oil delivery system. Most of the refinerys
products are distributed via the Kinder Morgan pipeline in California.
Wilmington Refinery. Our Wilmington Refinery is located near Los Angeles, California. The
refinery processes a blend of lower-cost heavy and high-sulfur crude oils. The refinery can
produce all of its gasoline as CARBOB gasoline and produces both ultra-low-sulfur diesel and CARB
diesel. The refinery is connected by pipeline to marine terminals and associated dock facilities
that can move and store crude oil and other feedstocks. Refined products are distributed via the
Kinder Morgan pipeline system and various third-party terminals in southern California, Nevada, and
Arizona.
5
Mid-Continent
The following table presents the percentages of principal charges and yields (on a combined basis)
for the three refineries in this region for the year ended December 31, 2007. Total throughput
volumes for the Mid-Continent refining region averaged 402,000 BPD for the 12 months ended December
31, 2007. (The information presented below excludes the charges and yields of the Lima, Ohio
refinery, which we sold effective July 1, 2007. The sale is more fully described in Note 2 of
Notes to Consolidated Financial Statements.)
Combined Mid-Continent Region Charges and Yields
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Percentage |
Charges: |
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sour crude oil |
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10% |
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sweet crude oil |
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81% |
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other feedstocks |
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1% |
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blendstocks |
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8% |
Yields: |
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gasolines and blendstocks |
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48% |
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distillates |
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39% |
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petrochemicals |
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3% |
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other products (includes vacuum gas
oil, No. 6 fuel oil, asphalt, and other) |
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10% |
Memphis Refinery. Our Memphis Refinery is located in Tennessee along the Mississippi Rivers Lake
McKellar. It processes primarily light sweet crude oils. Almost all of its production is light
products, including regular and premium gasoline, diesel, jet fuels, and petrochemicals. Crude oil
is supplied to the refinery via the Capline pipeline and can also be received, along with other
feedstocks, via barge. The refinerys products are distributed via truck racks at our three
product terminals, barges, and a pipeline directly to the Memphis airport.
McKee Refinery. Our McKee Refinery is located in the Texas Panhandle. It processes primarily
sweet crude oils and produces conventional gasoline, RBOB, low-sulfur diesel, jet fuels, and
asphalt. The refinery has access to crude oil from Texas, Oklahoma, Kansas, and Colorado through
third-party pipelines. The refinery also has access at Wichita Falls, Texas to third-party
pipelines that transport crude oil from the Texas Gulf Coast and West Texas to the Mid-Continent
region. The refinery distributes its products primarily via NuStar Energy L.P.s pipelines to
markets in Texas, New Mexico, Arizona, Colorado, and Oklahoma.
Ardmore Refinery. Our Ardmore Refinery is located in Ardmore, Oklahoma, approximately 90 miles
from Oklahoma City. It processes medium sour and light sweet crude oils into conventional
gasoline, low-sulfur diesel, and asphalt. Crude oil is delivered to the refinery through NuStar
Energy L.P.s crude oil gathering and trunkline systems, other third-party pipelines, and trucking
operations. Refined products are transported via pipelines, railcars, and trucks.
6
Northeast
The following table presents the percentages of principal charges and yields (on a combined basis)
for the three refineries in this region for the year ended December 31, 2007. Total throughput
volumes for the Northeast refining region averaged 570,000 BPD for the 12 months ended December 31,
2007.
Combined Northeast Region Charges and Yields
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Percentage |
Charges: |
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sour crude oil |
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40% |
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high-acid sweet crude oil |
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11% |
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sweet crude oil |
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31% |
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residual fuel oil |
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7% |
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other feedstocks |
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3% |
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blendstocks |
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8% |
Yields: |
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gasolines and blendstocks |
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45% |
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distillates |
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38% |
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petrochemicals |
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1% |
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other products (includes vacuum gas
oil, No. 6 fuel oil, petroleum coke, asphalt, and other) |
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16% |
Quebec City Refinery. Our Quebec City Refinery is located in Lévis, Canada (near Quebec City). It
processes sweet crude oils and lower-quality, sweet acidic crude oils into conventional gasoline,
low-sulfur diesel, jet fuels, heating oil, and propane. The refinery receives crude oil by ship at
its deepwater dock on the St. Lawrence River. We charter large ice-strengthened, double-hulled
crude oil tankers that can navigate the St. Lawrence River year-round. The refinery transports its
products to its primary terminals in Quebec and Ontario primarily by train, and also uses ships and
trucks extensively throughout eastern Canada.
Delaware City Refinery. Our Delaware City Refinery is located along the Delaware River near
Wilmington, Delaware. The refinery processes primarily sour crude oils into a wide slate of
products including conventional gasoline, RBOB, petroleum coke, sulfur, low-sulfur diesel, and home
heating oil. Feedstocks and refined products are transported via pipeline, barge, and truck-rack
facilities. The refinerys production is sold primarily in the U.S. Northeast.
Paulsboro Refinery. Our Paulsboro Refinery is located in Paulsboro, New Jersey, approximately 15
miles south of Philadelphia on the Delaware River. The refinery processes primarily sour crude
oils into a wide slate of products including gasoline, distillates, lube oil basestocks, asphalt,
petroleum coke, sulfur, and fuel oil. Feedstocks and refined products are typically transported by
tanker and barge via refinery-owned dock facilities along the Delaware River, Buckeye Partners
product distribution system, an onsite truck rack owned by NuStar Energy L.P., railcars, and the
Colonial pipeline, which allows products to be sold into the New York Harbor market.
7
Feedstock Supply
Approximately 67% of our current crude oil feedstock requirements are purchased through term
contracts while the remaining requirements are generally purchased on the spot market. Our term
supply agreements include arrangements to purchase feedstocks at market-related prices directly or
indirectly from various foreign national oil companies (including feedstocks originating in Saudi
Arabia, Mexico, Iraq, Kuwait, Venezuela, Colombia, and Africa) as well as international and
domestic oil companies. About 80% of these crude oil feedstocks are imported from foreign sources
and about 20% are domestic. In the event we become unable to purchase crude oil from any one of
these sources, we believe that adequate alternative supplies of crude oil would be available.
The U.S. network of crude oil pipelines and terminals allows us to acquire crude oil from producing
leases, domestic crude oil trading centers, and ships delivering cargoes of foreign and domestic
crude oil. Our Quebec City and Aruba Refineries rely on foreign crude oil that is delivered to the
refineries dock facilities by ship. We use the futures market to manage a portion of the price
risk inherent in purchasing crude oil in advance of our delivery date and holding inventories of
crude oils and refined products.
Refining Segment Sales
Our refining segment includes sales of refined products in both the wholesale rack and bulk
markets. These sales include refined products that are manufactured in our refining operations as
well as refined products purchased or received on exchange from third parties. Most of our
refineries have access to deepwater transportation facilities and interconnect with common-carrier
pipeline systems, allowing us to sell products in most major geographic regions of the United
States and eastern Canada. No customer accounted for more than 10% of our total operating revenues
in 2007.
Wholesale Marketing
We market branded and unbranded transportation fuels on a wholesale basis in 45 states through an
extensive rack marketing network. The principal purchasers of our transportation fuels from
terminal truck racks are wholesalers, distributors, retailers, and truck-delivered end users
throughout the United States.
The majority of our rack volume is sold through unbranded channels. The remainder is sold to
distributors and dealers that are members of the Valero-brand family that operate approximately
3,850 branded sites. These sites are independently owned and are supplied by us under multi-year
contracts. For wholesale branded sites, we promote our Valero® brand throughout the
United States. In addition, we offer the Beacon® brand in California and the
Shamrock® brand elsewhere in the United States. We are finalizing the process of
converting the remaining Diamond Shamrock® branded sites to the Valero®
brand.
We also sell a variety of other products produced at our refineries including asphalt, lube base
oils, petroleum coke, and sulfur. These products are transported via pipelines, barges, trucks,
and railcars. We produce approximately 38,000 BPD of asphalt, which is sold to customers in the
paving and roofing industries. We have the second largest asphalt production capacity in the
United States. We produce asphalt at six refineries and market asphalt in 20 states through 20
truck-loading facilities. We also produce packaged roofing products at three manufacturing
facilities, and modified paving asphalts at nine polymer modifying plants. We are a significant
producer of petroleum coke in the United States, supplying primarily power generation customers and
cement manufacturers. We are also a significant producer of sulfur in the United States with sales
primarily to customers in the agricultural sector.
8
We produce and market a variety of commodity petrochemicals including aromatic solvents (benzene,
toluene, and xylene) and refinery- and chemical-grade propylene. Aromatic solvents and propylene
are sold to customers in the chemical industry for further processing into such products as paints,
plastics, and adhesives.
Bulk Sales and Trading
We sell a significant portion of our gasoline and distillate production through bulk sales
channels. Our bulk sales are made to various oil companies and traders as well as certain bulk
end-users such as railroads, airlines, and utilities. Our bulk sales are transported primarily by
pipeline, barges, and tankers to major tank farms and trading hubs.
We also enter into refined product exchange and purchase agreements. These agreements help to
minimize transportation costs, optimize refinery utilization, balance refined product availability,
broaden geographic distribution, and make sales to markets not connected to our refined product
pipeline systems. Exchange agreements provide for the delivery of refined products by us to
unaffiliated companies at our and third parties terminals in exchange for delivery of a similar
amount of refined products to us by these unaffiliated companies at specified locations. Purchase
agreements involve our purchase of refined products from third parties with delivery occurring at
specified locations.
9
RETAIL
Our retail segment operations include the following:
|
|
|
sales of transportation fuels at retail stores and unattended self-service
cardlocks, |
|
|
|
|
sales of convenience store merchandise in retail stores, and |
|
|
|
|
sales of home heating oil to residential customers. |
We are one of the largest independent retailers of refined products in the central and southwest
United States and eastern Canada. Our retail operations are segregated geographically into two
groups: Retail - U.S. and Retail - Canada.
Retail - U.S.
Sales in Retail - U.S. represent sales of transportation fuels and convenience store merchandise
through our company-operated retail sites. For the year ended December 31, 2007, total sales of
refined products through Retail - U.S.s retail sites averaged approximately 113,500 BPD. In
addition to transportation fuels, our company-operated convenience stores sell snacks, candy, beer,
fast foods, cigarettes, and fountain drinks. On December 31, 2007, we had 953 company-operated
sites in Retail - U.S. (of which 77% were owned and 23% were leased). Our company-operated stores
are operated primarily under the brand names Corner Store® and Stop N Go®.
Transportation fuels sold in our
Retail - U.S. stores are sold primarily under the
Valero® brand, with some sites selling under the Diamond Shamrock® brand
pending their conversion to the Valero® brand.
Retail - Canada
Sales in Retail - Canada include the following:
|
|
|
sales of refined products and convenience store merchandise through our
company-operated retail sites and cardlocks, |
|
|
|
|
sales of refined products through sites owned by independent dealers and jobbers,
and |
|
|
|
|
sales of home heating oil to residential customers. |
Retail - Canada includes retail operations in eastern Canada where we are a major supplier of
refined products serving Quebec, Ontario, and the Atlantic Provinces of Newfoundland, Nova Scotia,
New Brunswick, and Prince Edward Island. For the year ended December 31, 2007, total retail sales
of refined products through Retail - Canada averaged approximately 77,000 BPD. Transportation
fuels are sold under the Ultramar® brand through a network of 920 outlets throughout
eastern Canada. On December 31, 2007, we owned or leased 432 retail stores in Retail - Canada and
distributed gasoline to 488 dealers and independent jobbers. In addition, Retail - Canada operates
89 cardlocks, which are card- or key-activated, self-service, unattended stations that allow
commercial, trucking, and governmental fleets to buy transportation fuel 24 hours a day. Retail -
Canada operations also include a large home heating oil business that provides home heating oil to
approximately 150,000 households in eastern Canada. Our home heating oil business tends to be
seasonal to the extent of increased demand for home heating oil during the winter.
10
RISK FACTORS
Our financial results are affected by volatile refining margins.
Our financial results are primarily affected by the relationship, or margin, between refined
product prices and the prices for crude oil and other feedstocks. Our cost to acquire feedstocks
and the price at which we can ultimately sell refined products depend upon several factors beyond
our control, including regional and global supply of and demand for crude oil, gasoline, diesel,
and other feedstocks and refined products. These in turn depend on, among other things, the
availability and quantity of imports, the production levels of domestic and foreign suppliers,
levels of refined product inventories, U.S. relationships with foreign governments, political
affairs, and the extent of governmental regulation. Historically, refining margins have been
volatile, and we believe they will continue to be volatile in the future.
Compliance with and changes in environmental laws could adversely affect our performance.
The principal environmental risks associated with our operations are emissions into the air and
releases into the soil, surface water, or groundwater. Our operations are subject to extensive
federal, state, and local environmental laws and regulations, including those relating to the
discharge of materials into the environment, waste management, pollution prevention measures,
greenhouse gas emissions, and characteristics and composition of gasoline and diesel fuels. If we
violate or fail to comply with these laws and regulations, we could be fined or otherwise
sanctioned. Because environmental laws and regulations are becoming more stringent and new
environmental laws and regulations are continuously being enacted or proposed, such as those
relating to greenhouse gas emissions and climate change (e.g., Californias AB-32 Global Warming
Solutions Act), the level of expenditures required for environmental matters could increase in the
future. Future legislative action and regulatory initiatives could result in changes to operating
permits, additional remedial actions, or increased capital expenditures and operating costs that
cannot be assessed with certainty at this time. In addition, any major upgrades in any of our
refineries could require material additional expenditures to comply with environmental laws and
regulations.
Disruption of our ability to obtain crude oil could adversely affect our operations.
A significant portion of our feedstock requirements is satisfied through supplies originating in
Saudi Arabia, Mexico, Iraq, Kuwait, Venezuela, Colombia, and Africa. We are, therefore, subject to
the political, geographic, and economic risks attendant to doing business with suppliers located
in, and supplies originating from, those areas. If one or more of our supply contracts were
terminated, or if political events disrupt our traditional crude oil supply, we believe that
adequate alternative supplies of crude oil would be available, but it is possible that we would be
unable to find alternative sources of supply. If we are unable to obtain adequate crude oil
volumes or are able to obtain such volumes only at unfavorable prices, our results of operations
could be materially adversely affected, including reduced sales volumes of refined products or
reduced margins as a result of higher crude oil costs.
Competitors that produce their own supply of feedstocks, have more extensive retail outlets, or
have greater financial resources may have a competitive advantage.
The refining and marketing industry is highly competitive with respect to both feedstock supply and
refined product markets. We compete with many companies for available supplies of crude oil and
other feedstocks and for outlets for our refined products. We do not produce any of our crude oil
feedstocks. Many of our competitors, however, obtain a significant portion of their feedstocks
from company-owned production and some have more extensive retail outlets than we have.
Competitors that have their own production or extensive retail outlets (and greater brand-name
recognition) are at times able to offset losses from refining operations with profits from
producing or retailing operations, and may be better positioned to withstand periods of depressed
refining margins or feedstock shortages.
11
Some of our competitors also have materially greater financial and other resources than we have.
Such competitors have a greater ability to bear the economic risks inherent in all phases of our
industry. In addition, we compete with other industries that provide alternative means to satisfy
the energy and fuel requirements of our industrial, commercial, and individual consumers.
A significant interruption in one or more of our refineries could adversely affect our business.
Our refineries are our principal operating assets. As a result, our operations could be subject to
significant interruption if one or more of our refineries were to experience a major accident or
mechanical failure, be damaged by severe weather or other natural or man-made disaster, such as an
act of terrorism, or otherwise be forced to shut down. If any refinery were to experience an
interruption in operations, earnings from the refinery could be materially adversely affected (to
the extent not recoverable through insurance) because of lost production and repair costs.
Our operations expose us to many operating risks, not all of which are insured.
Our refining and marketing operations are subject to various hazards common to the industry,
including explosions, fires, toxic emissions, maritime hazards, and uncontrollable flows of oil and
gas. They are also subject to the additional hazards of loss from severe weather conditions. As
protection against operating hazards, we maintain insurance coverage against some, but not all,
such potential losses. We may not be able to maintain or obtain insurance of the type and amount
we desire at reasonable rates. As a result of market conditions, premiums and deductibles for
certain of our insurance policies have increased substantially, and could escalate further. In
some instances, certain insurance could become unavailable or available only for reduced amounts of
coverage. For example, insurance carriers are now requiring broad exclusions for losses due to war
risk and terrorist acts. If we were to incur a significant liability for which we were not fully
insured, it could have a material adverse effect on our financial position.
Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax liabilities, including federal, state, and foreign income taxes and
transactional taxes such as excise, sales/use, payroll, franchise, withholding, and ad valorem
taxes. New tax laws and regulations and changes in existing tax laws and regulations are
continuously being enacted or proposed that could result in increased expenditures for tax
liabilities in the future. Many of these liabilities are subject to periodic audits by the
respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits
may subject us to interest and penalties.
12
ENVIRONMENTAL MATTERS
We incorporate by reference into this Item the environmental disclosures contained in the following
sections of this report:
|
|
|
Item 1 under the caption Risk Factors - Compliance with and changes in environmental
laws could adversely affect our performance, |
|
|
|
|
Item 3 Legal Proceedings under the caption Environmental Enforcement Matters, and |
|
|
|
|
Item 8 Financial Statements in Note 23 of Notes to Consolidated Financial Statements. |
Capital Expenditures Attributable to Compliance with Environmental Regulations. In 2007, our
capital expenditures attributable to compliance with environmental regulations were $614 million,
and are currently estimated to be approximately $575 million for 2008 and approximately $665
million for 2009. The estimates for 2008 and 2009 do not include amounts related to capital
investments at our facilities that management has deemed to be strategic investments rather than
expenditures relating to environmental regulatory compliance.
PROPERTIES
Our principal properties are described above under the caption Valeros Operations, and that
information is incorporated herein by reference. We also own feedstock and refined product storage
facilities in various locations. We believe that our properties and facilities are generally
adequate for our operations and that our facilities are maintained in a good state of repair. As
of December 31, 2007, we were the lessee under a number of cancelable and non-cancelable leases for
certain properties. Our leases are discussed more fully in Note 22 of Notes to Consolidated
Financial Statements.
Our patents relating to our refining operations are not material to us as a whole. The trademarks
and tradenames under which we conduct our retail and branded wholesale business - including
Valero®, Diamond Shamrock®, Shamrock®, Ultramar®,
Beacon®, Corner Store®, and Stop N Go® - and other
trademarks
employed in the marketing of petroleum products are integral to our wholesale and retail marketing
operations.
13
EXECUTIVE OFFICERS OF THE REGISTRANT
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Age* |
|
Positions Held with Valero |
|
Officer Since |
William R. Klesse
|
|
|
61 |
|
|
Chief Executive Officer, President, and Chairman of
the Board
|
|
|
2001 |
|
Michael S. Ciskowski
|
|
|
50 |
|
|
Executive Vice President and Chief Financial Officer
|
|
|
1998 |
|
S. Eugene Edwards
|
|
|
51 |
|
|
Executive Vice President-Corporate Development and
Strategic Planning
|
|
|
1998 |
|
Joseph W. Gorder
|
|
|
50 |
|
|
Executive Vice President-Marketing and Supply
|
|
|
2003 |
|
Richard J.
Marcogliese
|
|
|
55 |
|
|
Executive Vice President and Chief Operating Officer
|
|
|
2001 |
|
Mr. Klesse was elected as Valeros Chairman of the Board on January 18, 2007, and as Chief
Executive Officer on December 31, 2005. He added the title of President on January 17, 2008. He
was Valeros Vice-Chairman of the Board from October 31, 2005 to January 18, 2007. He previously
served as Executive Vice President and Chief Operating Officer since January 2003. He served as an
Executive Vice President of Valero since the date of our acquisition of Ultramar Diamond Shamrock
Corporation (UDS) on December 31, 2001.
Mr. Ciskowski was elected Executive Vice President and Chief Financial Officer on August 19, 2003.
Before that, he served as Executive Vice President-Corporate Development since April 2003, and
Senior Vice President in charge of business and corporate development since 2001.
Mr. Edwards was elected Executive Vice President-Corporate Development and Strategic Planning in
December 2005. Prior to that he had served as Senior Vice President since December 2001 with
responsibilities for product supply, trading, and wholesale marketing. He has held several
positions in the company with responsibility for planning and economics, business development, risk
management, and marketing.
Mr. Gorder was elected Executive Vice President-Marketing and Supply in December 2005. He had
previously served as Senior Vice President-Corporate Development since August 2003. Prior to that
he held several positions with Valero and UDS with responsibilities for corporate development and
marketing.
Mr. Marcogliese was elected Executive Vice President and Chief Operating Officer on October 26,
2007. He previously held the title Executive Vice President-Operations since December 2005. Prior
to that he served as Senior Vice President overseeing refining operations since July 2001.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
14
ITEM 3. LEGAL PROCEEDINGS
Litigation
For the legal proceedings listed below, we incorporate by reference into this Item our disclosures
made in Part II, Item 8 of this report included in Note 24 of Notes to Consolidated Financial
Statements under the caption Litigation Matters.
|
|
|
MTBE Litigation |
|
|
|
|
Retail Fuel Temperature Litigation |
|
|
|
|
Rosolowski |
|
|
|
|
Other Litigation |
Environmental Enforcement Matters
While it is not possible to predict the outcome of the following environmental proceedings, if any
one or more of them were decided against us, we believe that there would be no material effect on
our consolidated financial position or results of operations. We are reporting these proceedings
to comply with SEC regulations, which require us to disclose certain information about proceedings
arising under federal, state, or local provisions regulating the discharge of materials into the
environment or protecting the environment if we reasonably believe that such proceedings will
result in monetary sanctions of $100,000 or more.
United States Department of Justice (DOJ)/ United States Environmental Protection Agency (EPA)
(Corpus Christi West Refinery). The DOJ proposed a penalty of $2.4 million to resolve alleged
violations of the Clean Water Act resulting from an oil spill at our Corpus Christi West Refinery
in June 2006. We are pursuing settlement of this matter with the DOJ and EPA.
United States of America, et al. v. The Premcor Refining Group Inc., et al., United States District
Court, Western District of Texas (Civil Action No. SA07CA0683RF, August 16, 2007). In the past
several years, the EPA issued to a majority of refiners operating in the United States a series of
information requests pursuant to Section 114 of the Clean Air Act as part of the EPAs National
Petroleum Refinery Initiative (Initiative) to reduce air emissions. Three refineries that we
acquired in the Premcor Acquisition (the Port Arthur, Memphis, and Lima Refineries) had received
information requests as part of this Initiative (the Delaware City Refinery was already subject to
a separate Section 114 settlement). In August 2007, we reached an Initiative settlement with the
EPA and the DOJ covering these three refineries. In the fourth quarter of 2007, a consent decree
fully resolving this matter was entered in federal court.
Bay Area Air Quality Management District (BAAQMD) (Benicia Refinery). In 2005, the BAAQMD issued
25 violation notices (VNs) for various incidents at our Benicia Refinery and asphalt plant,
including alleged excess emissions, recordkeeping discrepancies, and other matters. In the fourth
quarter of 2007, we settled 24 of these VNs. We do not believe that the remaining 2005 VN will
result in monetary sanctions of $100,000 or more. In 2006, the BAAQMD issued 22 VNs, and in 2007,
the BAAQMD issued 30 VNs for these facilities containing allegations similar to the 2005 VNs. We
are pursuing settlement of the 2006 and 2007 VNs and the one remaining VN from 2005.
Delaware Department of Natural Resources and Environmental Control (DDNREC) (Delaware City
Refinery). On October 11, 2007, the DDNREC issued a notice of violation (NOV) to our Delaware City
Refinery alleging unauthorized emissions and failure to report emissions from the refinerys frozen
earth storage unit. We are pursuing settlement of this matter.
15
Los Angeles Regional Water Quality Control Board (LARWQCB) (Wilmington Marine Terminal). In
December 2007, as part of the National Pollutant Discharge Elimination System Permit renewal
process for our Wilmington marine terminal, the LARWQCB issued an NOV and Request for Information.
The NOV alleges violations of acute toxicity effluent limits between 2000 and 2006 and reporting
violations between 2001 and 2005. We are currently pursuing settlement of this NOV.
New Jersey Department of Environmental Protection (NJDEP) (Paulsboro Refinery). We were subject to
17 air-related Administrative Order and Notice of Civil Administrative Penalty Assessments
(Notices) issued by the NJDEP in 2005 and 2006 relating to our Paulsboro Refinery. Additionally,
in March 2007, the NJDEP issued a Notice to our Paulsboro Refinery alleging unauthorized air
emissions and late reporting regarding a release and flaring event that occurred in February 2007.
We are pursuing settlement of these Notices.
People of the State of Illinois, ex rel. v. The Premcor Refining Group Inc., et al., Third Judicial
Circuit Court, Madison County (Case No. 03-CH-00459, filed May 29, 2003) (Hartford refinery and
terminal). The Illinois Environmental Protection Agency (Illinois EPA) has issued several NOVs
alleging violations of air and waste regulations at Premcors Hartford, Illinois terminal and
now-closed refinery. We are negotiating the terms of a consent order for corrective action.
South Coast Air Quality Management District (SCAQMD) (Wilmington Refinery). In 2007, the SCAQMD
issued nine NOVs for various alleged violations at our Wilmington Refinery and asphalt plant
including excess emissions, recordkeeping discrepancies, and other matters. We are currently
pursuing settlement of the NOVs.
Texas Commission on Environmental Quality (TCEQ) (McKee Refinery). We received a proposed Agreed
Order from the TCEQ for $115,728 on November 26, 2007, to resolve three outstanding notices of
enforcement pertaining to alleged violations of state and federal air regulations at our McKee
Refinery. We are currently in settlement discussions with the TCEQ to resolve this matter.
TCEQ (Port Arthur Refinery). In September 2005, we received two enforcement actions from the TCEQ
relating to alleged Texas Clean Air Act violations at the Port Arthur Refinery dating back to 2002.
The TCEQ had originally proposed penalties of $880,240 for these events. In 2007, these
enforcement actions were referred to the Texas Attorney Generals office and consolidated with TCEQ
Docket No. 2005-1596-AIR-E, which assessed an additional penalty of $130,563. The Texas Attorney
General has made a demand of $4 million to resolve these matters. The federal consent decree
related to the Section 114 Initiative described above (see United States of America, et al. v. The
Premcor Refining Group, Inc., et al.) proposes to resolve the violations addressed by the TCEQs
enforcement actions. We are in discussions with the Texas Attorney General to clarify what, if
any, remaining issues must be resolved.
TCEQ (Texas City Refinery). On July 11, 2007, we received a Notice of Enforcement from the TCEQ
for excess air emissions that began in 2005 at our Texas City Refinery relating to a partially open
flare valve. On September 25, 2007, the TCEQ issued a proposed Agreed Order with a proposed
administrative penalty of $228,900. We settled this matter with the TCEQ in the fourth quarter of
2007.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
16
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
Our common stock trades on the New York Stock Exchange under the symbol VLO.
As of January 31, 2008, there were 8,253 holders of record of our common stock.
The following table shows the high and low sales prices of and dividends declared on our common
stock for each quarter of 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Prices of the |
|
Dividends |
|
|
Common Stock |
|
Per |
Quarter Ended |
|
High |
|
Low |
|
Common Share |
2007: |
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
$ |
75.75 |
|
|
$ |
60.80 |
|
|
$ |
0.12 |
|
September 30 |
|
|
78.68 |
|
|
|
60.00 |
|
|
|
0.12 |
|
June 30 |
|
|
77.89 |
|
|
|
63.53 |
|
|
|
0.12 |
|
March 31 |
|
|
66.02 |
|
|
|
47.66 |
|
|
|
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006: |
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
$ |
57.09 |
|
|
$ |
47.52 |
|
|
$ |
0.08 |
|
September 30 |
|
|
68.83 |
|
|
|
46.84 |
|
|
|
0.08 |
|
June 30 |
|
|
70.75 |
|
|
|
55.19 |
|
|
|
0.08 |
|
March 31 |
|
|
63.70 |
|
|
|
47.99 |
|
|
|
0.06 |
|
On January 17, 2008, our board of directors declared a quarterly cash dividend of $0.12 per common
share payable March 12, 2008 to holders of record at the close of business on February 13, 2008.
Dividends are considered quarterly by the board of directors and may be paid only when approved by
the board.
17
The following table discloses purchases of shares of Valeros common stock made by us or on our
behalf during the fourth quarter of 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Number (or |
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
|
|
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
Shares Not |
|
Total Number of |
|
Value) of Shares |
|
|
|
|
|
|
|
|
|
|
Purchased as Part |
|
Shares Purchased as |
|
that May Yet Be |
|
|
|
|
|
|
|
|
|
|
of Publicly |
|
Part of Publicly |
|
Purchased Under the |
|
|
Total Number of |
|
Average Price Paid |
|
Announced Plans or |
|
Announced Plans or |
|
Plans or Programs |
Period |
|
Shares Purchased |
|
per Share |
|
Programs (1) |
|
Programs |
|
(2)(3) |
October 2007 |
|
|
1,128,269 |
|
|
$ |
68.55 |
|
|
|
1,128,269 |
|
|
|
0 |
|
|
$2.05 billion |
November 2007 |
|
|
7,739,092 |
|
|
$ |
66.89 |
|
|
|
459,244 |
|
|
|
7,279,848 |
|
|
$1.57 billion |
December 2007 |
|
|
6,550,192 |
|
|
$ |
67.52 |
|
|
|
25,092 |
|
|
|
6,525,100 |
|
|
$1.13 billion |
Total |
|
|
15,417,553 |
|
|
$ |
67.28 |
|
|
|
1,612,605 |
|
|
|
13,804,948 |
|
|
$1.13 billion |
|
|
|
(1) |
|
The shares reported in this column represent purchases settled in the fourth
quarter of 2007 relating to (a) our purchases of shares in open-market transactions to
meet our obligations under employee benefit plans, and (b) our purchases of shares from
our employees and non-employee directors in connection with the exercise of stock
options, the vesting of restricted stock, and other stock compensation transactions in
accordance with the terms of our incentive compensation plans. |
|
(2) |
|
On April 26, 2007, we publicly announced an increase in our common stock
purchase program from $2 billion to $6 billion, as authorized by our board of directors
on April 25, 2007. The $6 billion common stock purchase program has no expiration
date. The $6 billion common stock purchase program is more fully described in Note 14
of Notes to Consolidated Financial Statements, and we hereby incorporate by reference
into this Item our disclosures made in Note 14. |
|
(3) |
|
On February 28, 2008, our board of directors approved a
new $3 billion stock purchase program. This program is in
addition to the $6 billion program discussed in note (2)
above. This new $3 billion program has no expiration date. |
18
The following Performance Graph is not soliciting material, is not deemed filed with the SEC, and
is not to be incorporated by reference into any of Valeros filings under the Securities Act of
1933 or the Securities Exchange Act of 1934, as amended, respectively.
The following line graph compares the cumulative total return* on an investment in our common stock
against the cumulative total return of the S&P 500 Composite Index and an index of peer companies
(selected by us) for the five-year period commencing December 31, 2002 and ending December 31,
2007. The peer group consists of the following ten companies that are engaged in the domestic
energy industry: Chevron Corporation, ConocoPhillips, Exxon Mobil Corporation, Frontier Oil
Corporation, Hess Corporation, Marathon Oil Corporation, Murphy Oil Corporation, Occidental
Petroleum Corporation, Sunoco, Inc., and Tesoro Corporation.
COMPARISON
OF 5-YEAR CUMULATIVE TOTAL RETURN*
Among Valero Energy Corporation, The S&P 500 Index,
and a Peer
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/2002 |
|
12/2003 |
|
12/2004 |
|
12/2005 |
|
12/2006 |
|
12/2007 |
Valero Common Stock |
|
$ |
100 |
|
|
$ |
126.79 |
|
|
$ |
250.58 |
|
|
$ |
572.48 |
|
|
$ |
570.61 |
|
|
$ |
786.90 |
|
S&P 500 |
|
|
100 |
|
|
|
128.68 |
|
|
|
142.69 |
|
|
|
149.70 |
|
|
|
173.34 |
|
|
|
182.87 |
|
Peer Group |
|
|
100 |
|
|
|
127.33 |
|
|
|
164.65 |
|
|
|
196.08 |
|
|
|
262.97 |
|
|
|
341.28 |
|
This Performance Graph and the related textual information are based on historical data and are not
indicative of future performance.
|
|
|
* |
|
Assumes that an investment in Valero common stock and each index was $100 on December 31,
2002. Cumulative total return is based on share price appreciation plus reinvestment of
dividends from December 31, 2002 through December 31, 2007. |
19
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data for the five-year period ended December 31, 2007 was derived from our
audited consolidated financial statements. The following table should be read together with the
historical consolidated financial statements and accompanying notes included in Item 8, Financial
Statements and Supplementary Data, and with Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations.
The following summaries are in millions of dollars except for per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 (a) |
|
2006 (a) |
|
2005 (a) (b) |
|
2004 (c) |
|
2003 (d) |
Operating revenues (e) |
|
$ |
95,327 |
|
|
$ |
87,640 |
|
|
$ |
80,616 |
|
|
$ |
54,589 |
|
|
$ |
37,951 |
|
Operating income |
|
|
6,918 |
|
|
|
7,722 |
|
|
|
5,268 |
|
|
|
2,979 |
|
|
|
1,222 |
|
Income from continuing operations |
|
|
4,565 |
|
|
|
5,287 |
|
|
|
3,473 |
|
|
|
1,804 |
|
|
|
622 |
|
Earnings per common share from
continuing operations - assuming
dilution |
|
|
7.72 |
|
|
|
8.36 |
|
|
|
5.90 |
|
|
|
3.27 |
|
|
|
1.27 |
|
Dividends per common share |
|
|
0.48 |
|
|
|
0.30 |
|
|
|
0.19 |
|
|
|
0.145 |
|
|
|
0.105 |
|
Property, plant and equipment, net |
|
|
21,709 |
|
|
|
20,180 |
|
|
|
17,378 |
|
|
|
10,317 |
|
|
|
8,195 |
|
Goodwill |
|
|
4,061 |
|
|
|
4,103 |
|
|
|
4,837 |
|
|
|
2,401 |
|
|
|
2,402 |
|
Total assets |
|
|
42,722 |
|
|
|
37,753 |
|
|
|
32,798 |
|
|
|
19,392 |
|
|
|
15,664 |
|
Long-term debt and capital lease
obligations (less current portion) |
|
|
6,470 |
|
|
|
4,619 |
|
|
|
5,156 |
|
|
|
3,901 |
|
|
|
4,245 |
|
Stockholders equity |
|
|
18,507 |
|
|
|
18,605 |
|
|
|
15,050 |
|
|
|
7,798 |
|
|
|
5,735 |
|
|
|
|
(a) |
|
Effective July 1, 2007, we sold our Lima Refinery to Husky Refining Company. Therefore, the
assets and liabilities related to the sale are presented as assets held for sale and
liabilities related to assets held for sale, respectively, in the consolidated balance
sheets as of December 31, 2006 and 2005. In addition, the results of operations of the Lima
Refinery are reported as discontinued operations in the consolidated statements of income for
the years ended December 31, 2007, 2006, and 2005 and therefore are not included in the
statement of income information presented in this table. |
|
(b) |
|
Includes the operations related to the Premcor Acquisition beginning September 1, 2005. |
|
(c) |
|
Includes the operations related to the acquisition of the Aruba Refinery and related
businesses beginning March 5, 2004. |
|
(d) |
|
Includes the operations of the St. Charles Refinery beginning July 1, 2003. |
|
(e) |
|
Operating revenues reported for 2005, 2004, and 2003 include approximately $7.8 billion, $4.9
billion, and $3.9 billion, respectively, related to crude oil buy/sell arrangements. |
20
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following review of our results of operations and financial condition should be read in
conjunction with Items 1, 1A and 2, Business, Risk Factors and Properties, and Item 8, Financial
Statements and Supplementary Data, included in this report. In the discussions that follow, all
per-share amounts assume dilution.
CAUTIONARY STATEMENT FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
This report, including without limitation our disclosures below under the heading Results of
Operations - Outlook, includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify
our forward-looking statements by the words anticipate, believe, expect, plan, intend,
estimate, project, projection, predict, budget, forecast, goal, guidance, target,
could, should, may, and similar expressions.
These forward-looking statements include, among other things, statements regarding:
|
|
|
future refining margins, including gasoline and distillate margins; |
|
|
|
|
future retail margins, including gasoline, diesel, home heating oil, and convenience
store merchandise margins; |
|
|
|
|
expectations regarding feedstock costs, including crude oil differentials, and operating
expenses; |
|
|
|
|
anticipated levels of crude oil and refined product inventories; |
|
|
|
|
our anticipated level of capital investments, including deferred refinery turnaround and
catalyst costs and capital expenditures for environmental and other purposes, and the
effect of those capital investments on our results of operations; |
|
|
|
|
anticipated trends in the supply of and demand for crude oil and other feedstocks and
refined products in the United States, Canada, and elsewhere; |
|
|
|
|
expectations regarding environmental, tax, and other regulatory initiatives; and |
|
|
|
|
the effect of general economic and other conditions on refining and retail industry
fundamentals. |
We based our forward-looking statements on our current expectations, estimates, and projections
about ourselves and our industry. We caution that these statements are not guarantees of future
performance and involve risks, uncertainties, and assumptions that we cannot predict. In addition,
we based many of these forward-looking statements on assumptions about future events that may prove
to be inaccurate. Accordingly, our actual results may differ materially from the future
performance that we have expressed or forecast in the forward-looking statements. Differences
between actual results and any future performance suggested in these forward-looking statements
could result from a variety of factors, including the following:
|
|
|
acts of terrorism aimed at either our facilities or other facilities that could impair
our ability to produce or transport refined products or receive feedstocks; |
|
|
|
|
political and economic conditions in nations that consume refined products, including
the United States, and in crude oil producing regions, including the Middle East and South
America; |
|
|
|
|
the domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet
fuel, home heating oil, and petrochemicals; |
|
|
|
|
the domestic and foreign supplies of crude oil and other feedstocks; |
|
|
|
|
the ability of the members of the Organization of Petroleum Exporting Countries (OPEC)
to agree on and to maintain crude oil price and production controls; |
|
|
|
|
the level of consumer demand, including seasonal fluctuations; |
|
|
|
|
refinery overcapacity or undercapacity; |
21
|
|
|
the actions taken by competitors, including both pricing and the expansion and
retirement of refining capacity in response to market conditions; |
|
|
|
|
environmental, tax, and other regulations at the municipal, state, and federal levels
and in foreign countries; |
|
|
|
|
the level of foreign imports of refined products; |
|
|
|
|
accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines,
or equipment, or those of our suppliers or customers; |
|
|
|
|
changes in the cost or availability of transportation for feedstocks and refined
products; |
|
|
|
|
the price, availability, and acceptance of alternative fuels and alternative-fuel
vehicles; |
|
|
|
|
delay of, cancellation of, or failure to implement planned capital projects and realize
the various assumptions and benefits projected for such projects or cost overruns in
constructing such planned capital projects; |
|
|
|
|
earthquakes, hurricanes, tornadoes, and irregular weather, which can unforeseeably
affect the price or availability of natural gas, crude oil and other feedstocks, and
refined products; |
|
|
|
|
rulings, judgments, or settlements in litigation or other legal or regulatory matters,
including unexpected environmental remediation costs, in excess of any reserves or
insurance coverage; |
|
|
|
|
legislative or regulatory action, including the introduction or enactment of federal,
state, municipal, or foreign legislation or rulemakings, which may adversely affect our
business or operations; |
|
|
|
|
changes in the credit ratings assigned to our debt securities and trade credit; |
|
|
|
|
changes in currency exchange rates, including the value of the Canadian dollar relative
to the U.S. dollar; and |
|
|
|
|
overall economic conditions. |
Any one of these factors, or a combination of these factors, could materially affect our future
results of operations and whether any forward-looking statements ultimately prove to be accurate.
Our forward-looking statements are not guarantees of future performance, and actual results and
future performance may differ materially from those suggested in any forward-looking statements.
We do not intend to update these statements unless we are required by the securities laws to do so.
All subsequent written and oral forward-looking statements attributable to us or persons acting on
our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation
to publicly release the results of any revisions to any such forward-looking statements that may be
made to reflect events or circumstances after the date of this report or to reflect the occurrence
of unanticipated events.
22
OVERVIEW
In this overview, we discuss the major transactions of our business during the year ended December
31, 2007 and describe some of the primary factors that we believe affected our results of
operations during the year. Although we reported strong earnings from continuing operations for
2007, they decreased from comparable earnings reported in 2006. We reported income from continuing
operations of $4.6 billion, or $7.72 per share, for the year ended December 31, 2007 compared to
$5.3 billion, or $8.36 per share, for the year ended December 31, 2006. Our profitability is
substantially determined by the spread between the price of refined products and the price of crude
oil, referred to as the refined product margin. Gasoline and distillate margins in 2007 improved
compared to such margins in 2006 primarily due to supply limitations caused by industry-wide
refinery downtime, both planned and unplanned, lower imports into the United States, and tighter
product specifications. However, rapidly rising crude oil prices resulted in lower margins for
certain of our secondary products, such as asphalt, fuel oils, petroleum coke, and sulfur, the
prices of which did not increase nearly as much as the cost of the feedstocks used to produce them.
In addition, our contribution to earnings resulting from processing sour crude oil rather than
sweet crude oil at many of our refineries decreased compared to 2006. Since more than 60% of our
total crude oil throughput represents sour crude oil and acidic sweet crude oil feedstocks that are
purchased at prices less than sweet crude oil, our profitability is significantly affected by the
spread between sweet crude oil and sour crude oil prices, referred to as the sour crude oil
differential. Sour crude oil differentials relative to WTI crude oil for 2007, although good,
decreased compared to the strong differentials in 2006.
The fourth quarter of 2007 demonstrated the advantages of our complex and geographically diverse
refining system. While refined product margins were reduced due to a significant increase in
feedstock costs relative to product prices, our complex refineries were able to mitigate this
unfavorable effect by benefiting from wide sour crude oil differentials. In addition, while
product margins in the West Coast region were low, we were able to compensate somewhat for the
effect of the low West Coast margins with earnings in the other geographic regions in which we
operate.
On February 16, 2007, our McKee Refinery was shut down due to a fire originating in its propane
deasphalting unit, which reduced operating income by approximately $325 million during the year
ended December 31, 2007. The refinery recommenced operations in April at a reduced throughput
rate, with run rates increasing to near full capacity by the end of the third quarter of 2007. All
repairs have now been completed and the refinery is running at normal capacity as of February 2008.
Effective July 1, 2007, we sold our refinery in Lima, Ohio to Husky Refining Company (Husky), a
wholly owned subsidiary of Husky Energy Inc. The sales price was approximately $2.4 billion,
including approximately $550 million from the sale of working capital to Husky, primarily related
to the sale of inventory by our marketing and supply subsidiary. The sale resulted in a pre-tax
gain of $827 million. During 2007, we also recognized a pre-tax gain of $91 million related to a
foreign currency exchange rate gain resulting from the repayment of a loan by a foreign subsidiary.
In the second quarter of 2007, we entered into an accelerated share repurchase program under which
we purchased 42.1 million shares of our common stock, which was subsequently funded mainly with
proceeds from our issuance of $2.25 billion of new debt during 2007.
During 2007, we continued our ongoing effort to increase shareholder value by using a balanced
approach to allocating our cash flow. For the year ended December 31, 2007, we generated $5.3
billion of net cash from operating activities, using portions of that cash to increase our 2007
common stock dividends from $0.08 per share to $0.12 per share and to purchase 42.2 million shares
of our common stock in addition to the 42.1 million shares purchased under the accelerated share
repurchase program discussed above. During 2007, we repurchased 14% of our shares that were
outstanding at the beginning of 2007. We also invested $2.8 billion of capital into our refining
system and other assets.
23
RESULTS OF OPERATIONS
2007 Compared to 2006
Financial Highlights
(millions of dollars, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 (a) |
|
|
2006 (a) |
|
|
Change |
|
Operating revenues (b) |
|
$ |
95,327 |
|
|
$ |
87,640 |
|
|
$ |
7,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (b) |
|
|
81,645 |
|
|
|
73,863 |
|
|
|
7,782 |
|
Refining operating expenses |
|
|
4,016 |
|
|
|
3,622 |
|
|
|
394 |
|
Retail selling expenses (b) |
|
|
750 |
|
|
|
719 |
|
|
|
31 |
|
General and administrative expenses |
|
|
638 |
|
|
|
598 |
|
|
|
40 |
|
Depreciation and amortization expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining |
|
|
1,222 |
|
|
|
985 |
|
|
|
237 |
|
Retail |
|
|
90 |
|
|
|
87 |
|
|
|
3 |
|
Corporate |
|
|
48 |
|
|
|
44 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
88,409 |
|
|
|
79,918 |
|
|
|
8,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
6,918 |
|
|
|
7,722 |
|
|
|
(804 |
) |
Equity in earnings of NuStar Energy L.P (c) |
|
|
- |
|
|
|
45 |
|
|
|
(45 |
) |
Other income, net |
|
|
167 |
|
|
|
350 |
|
|
|
(183 |
) |
Interest and debt expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Incurred |
|
|
(466 |
) |
|
|
(377 |
) |
|
|
(89 |
) |
Capitalized |
|
|
107 |
|
|
|
165 |
|
|
|
(58 |
) |
Minority interest in net income of
NuStar GP Holdings, LLC (c) |
|
|
- |
|
|
|
(7 |
) |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income
tax
expense |
|
|
6,726 |
|
|
|
7,898 |
|
|
|
(1,172 |
) |
Income tax expense |
|
|
2,161 |
|
|
|
2,611 |
|
|
|
(450 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
4,565 |
|
|
|
5,287 |
|
|
|
(722 |
) |
Income from discontinued operations, net of income
tax expense (a) |
|
|
669 |
|
|
|
176 |
|
|
|
493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
5,234 |
|
|
|
5,463 |
|
|
|
(229 |
) |
Preferred stock dividends |
|
|
- |
|
|
|
2 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common stock |
|
$ |
5,234 |
|
|
$ |
5,461 |
|
|
$ |
(227 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share - assuming dilution: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
7.72 |
|
|
$ |
8.36 |
|
|
$ |
(0.64 |
) |
Discontinued operations |
|
|
1.16 |
|
|
|
0.28 |
|
|
|
0.88 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8.88 |
|
|
$ |
8.64 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the footnote references on page 27. |
24
Operating Highlights
(millions of dollars, except per barrel and per gallon amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
Refining (a): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
7,355 |
|
|
$ |
8,182 |
|
|
$ |
(827 |
) |
Throughput margin per barrel (d) |
|
$ |
12.33 |
|
|
$ |
12.47 |
|
|
$ |
(0.14 |
) |
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
3.93 |
|
|
$ |
3.53 |
|
|
$ |
0.40 |
|
Depreciation and amortization |
|
|
1.20 |
|
|
|
0.96 |
|
|
|
0.24 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
5.13 |
|
|
$ |
4.49 |
|
|
$ |
0.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput volumes (thousand barrels per day): |
|
|
|
|
|
|
|
|
|
|
|
|
Feedstocks: |
|
|
|
|
|
|
|
|
|
|
|
|
Heavy sour crude |
|
|
638 |
|
|
|
697 |
|
|
|
(59 |
) |
Medium/light sour crude |
|
|
635 |
|
|
|
618 |
|
|
|
17 |
|
Acidic sweet crude |
|
|
80 |
|
|
|
65 |
|
|
|
15 |
|
Sweet crude |
|
|
724 |
|
|
|
752 |
|
|
|
(28 |
) |
Residuals |
|
|
247 |
|
|
|
234 |
|
|
|
13 |
|
Other feedstocks |
|
|
173 |
|
|
|
147 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
Total feedstocks |
|
|
2,497 |
|
|
|
2,513 |
|
|
|
(16 |
) |
Blendstocks and other |
|
|
301 |
|
|
|
298 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Total throughput volumes |
|
|
2,798 |
|
|
|
2,811 |
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yields (thousand barrels per day): |
|
|
|
|
|
|
|
|
|
|
|
|
Gasolines and blendstocks |
|
|
1,285 |
|
|
|
1,348 |
|
|
|
(63 |
) |
Distillates |
|
|
919 |
|
|
|
891 |
|
|
|
28 |
|
Petrochemicals |
|
|
82 |
|
|
|
80 |
|
|
|
2 |
|
Other products (e) |
|
|
507 |
|
|
|
491 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
Total yields |
|
|
2,793 |
|
|
|
2,810 |
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail - U.S.: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
154 |
|
|
$ |
113 |
|
|
$ |
41 |
|
Company-operated fuel sites (average) |
|
|
957 |
|
|
|
982 |
|
|
|
(25 |
) |
Fuel volumes (gallons per day per site) |
|
|
4,979 |
|
|
|
4,985 |
|
|
|
(6 |
) |
Fuel margin per gallon |
|
$ |
0.174 |
|
|
$ |
0.162 |
|
|
$ |
0.012 |
|
Merchandise sales |
|
$ |
1,024 |
|
|
$ |
960 |
|
|
$ |
64 |
|
Merchandise margin (percentage of sales) |
|
|
29.7 |
% |
|
|
29.6 |
% |
|
|
0.1 |
% |
Margin on miscellaneous sales (b) |
|
$ |
101 |
|
|
$ |
85 |
|
|
$ |
16 |
|
Retail selling expenses (b) |
|
$ |
494 |
|
|
$ |
485 |
|
|
$ |
9 |
|
Depreciation and amortization expense |
|
$ |
59 |
|
|
$ |
60 |
|
|
$ |
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Canada: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
95 |
|
|
$ |
69 |
|
|
$ |
26 |
|
Fuel volumes (thousand gallons per day) |
|
|
3,234 |
|
|
|
3,176 |
|
|
|
58 |
|
Fuel margin per gallon |
|
$ |
0.248 |
|
|
$ |
0.217 |
|
|
$ |
0.031 |
|
Merchandise sales |
|
$ |
187 |
|
|
$ |
167 |
|
|
$ |
20 |
|
Merchandise margin (percentage of sales) |
|
|
27.8 |
% |
|
|
27.4 |
% |
|
|
0.4 |
% |
Margin on miscellaneous sales |
|
$ |
37 |
|
|
$ |
32 |
|
|
$ |
5 |
|
Retail selling expenses |
|
$ |
256 |
|
|
$ |
234 |
|
|
$ |
22 |
|
Depreciation and amortization expense |
|
$ |
31 |
|
|
$ |
27 |
|
|
$ |
4 |
|
|
|
|
See the footnote references on page 27. |
25
Refining Operating Highlights by Region (f)
(millions of dollars, except per barrel amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
4,505 |
|
|
$ |
5,109 |
|
|
$ |
(604 |
) |
Throughput volumes (thousand barrels per day) |
|
|
1,537 |
|
|
|
1,532 |
|
|
|
5 |
|
Throughput margin per barrel (d) |
|
$ |
12.81 |
|
|
$ |
13.23 |
|
|
$ |
(0.42 |
) |
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
3.70 |
|
|
$ |
3.26 |
|
|
$ |
0.44 |
|
Depreciation and amortization |
|
|
1.08 |
|
|
|
0.84 |
|
|
|
0.24 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
4.78 |
|
|
$ |
4.10 |
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Continent (a): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
910 |
|
|
$ |
1,041 |
|
|
$ |
(131 |
) |
Throughput volumes (thousand barrels per day) |
|
|
402 |
|
|
|
410 |
|
|
|
(8 |
) |
Throughput margin per barrel (d) |
|
$ |
11.66 |
|
|
$ |
11.32 |
|
|
$ |
0.34 |
|
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
4.13 |
|
|
$ |
3.36 |
|
|
$ |
0.77 |
|
Depreciation and amortization |
|
|
1.33 |
|
|
|
1.00 |
|
|
|
0.33 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
5.46 |
|
|
$ |
4.36 |
|
|
$ |
1.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
1,084 |
|
|
$ |
944 |
|
|
$ |
140 |
|
Throughput volumes (thousand barrels per day) |
|
|
570 |
|
|
|
563 |
|
|
|
7 |
|
Throughput margin per barrel (d) |
|
$ |
10.46 |
|
|
$ |
9.80 |
|
|
$ |
0.66 |
|
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
3.98 |
|
|
$ |
4.10 |
|
|
$ |
(0.12 |
) |
Depreciation and amortization |
|
|
1.27 |
|
|
|
1.11 |
|
|
|
0.16 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
5.25 |
|
|
$ |
5.21 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
West Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
856 |
|
|
$ |
1,088 |
|
|
$ |
(232 |
) |
Throughput volumes (thousand barrels per day) |
|
|
289 |
|
|
|
306 |
|
|
|
(17 |
) |
Throughput margin per barrel (d) |
|
$ |
14.41 |
|
|
$ |
15.07 |
|
|
$ |
(0.66 |
) |
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
4.82 |
|
|
$ |
4.04 |
|
|
$ |
0.78 |
|
Depreciation and amortization |
|
|
1.49 |
|
|
|
1.27 |
|
|
|
0.22 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
6.31 |
|
|
$ |
5.31 |
|
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the footnote references on page 27. |
26
Average Market Reference Prices and Differentials (g)
(dollars per barrel)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 |
|
2006 |
|
Change |
Feedstocks: |
|
|
|
|
|
|
|
|
|
|
|
|
West Texas Intermediate (WTI) crude oil |
|
$ |
72.27 |
|
|
$ |
66.00 |
|
|
$ |
6.27 |
|
WTI less sour crude oil at U.S. Gulf Coast (h) |
|
|
4.95 |
|
|
|
7.01 |
|
|
|
(2.06 |
) |
WTI less Mars crude oil |
|
|
5.61 |
|
|
|
7.12 |
|
|
|
(1.51 |
) |
WTI less Alaska North Slope (ANS) crude oil |
|
|
0.58 |
|
|
|
2.47 |
|
|
|
(1.89 |
) |
WTI less Maya crude oil |
|
|
12.41 |
|
|
|
14.80 |
|
|
|
(2.39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Products: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Gulf Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
Conventional 87 gasoline less WTI |
|
|
13.78 |
|
|
|
11.34 |
|
|
|
2.44 |
|
No. 2 fuel oil less WTI |
|
|
11.94 |
|
|
|
9.80 |
|
|
|
2.14 |
|
Ultra-low-sulfur diesel less WTI (i) |
|
|
17.76 |
|
|
|
N.A. |
|
|
|
N.A. |
|
Propylene less WTI |
|
|
11.05 |
|
|
|
8.78 |
|
|
|
2.27 |
|
U.S. Mid-Continent: |
|
|
|
|
|
|
|
|
|
|
|
|
Conventional 87 gasoline less WTI |
|
|
18.02 |
|
|
|
12.16 |
|
|
|
5.86 |
|
Low-sulfur diesel less WTI |
|
|
21.30 |
|
|
|
18.59 |
|
|
|
2.71 |
|
U.S. Northeast: |
|
|
|
|
|
|
|
|
|
|
|
|
Conventional 87 gasoline less WTI |
|
|
13.98 |
|
|
|
10.62 |
|
|
|
3.36 |
|
No. 2 fuel oil less WTI |
|
|
12.96 |
|
|
|
9.60 |
|
|
|
3.36 |
|
Lube oils less WTI |
|
|
48.29 |
|
|
|
55.56 |
|
|
|
(7.27 |
) |
U.S. West Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
CARBOB 87 gasoline less ANS |
|
|
23.80 |
|
|
|
21.52 |
|
|
|
2.28 |
|
CARB diesel less ANS |
|
|
22.66 |
|
|
|
23.96 |
|
|
|
(1.30 |
) |
|
|
|
The following notes relate to references on pages 24 through 27. |
|
(a) |
|
Effective July 1, 2007, we sold our Lima Refinery to Husky. Therefore, the results of
operations of the Lima Refinery are reported as discontinued operations, and all refining
operating highlights, both consolidated and for the Mid-Continent region, exclude the Lima
Refinery. |
|
(b) |
|
Certain amounts previously reported in 2006 for operating revenues, cost of sales, retail
selling expenses, and margin on miscellaneous sales have been reclassified for comparability
with amounts reported in 2007. |
|
(c) |
|
On December 22, 2006, we sold our remaining ownership interest in NuStar GP Holdings, LLC
(formerly Valero GP Holdings, LLC), which indirectly owned the general partner interest, the
incentive distribution rights, and a 21.4% limited partner interest in NuStar Energy L.P.
(formerly Valero L.P.) As a result, the financial highlights reflect no equity in earnings of
NuStar Energy L.P. or minority interest in net income of NuStar GP Holdings, LLC subsequent to
December 21, 2006. |
|
(d) |
|
Throughput margin per barrel represents operating revenues less cost of sales divided by
throughput volumes. |
|
(e) |
|
Other products primarily include gas oils, No. 6 fuel oil, petroleum coke, and asphalt. |
|
(f) |
|
The regions reflected herein contain the following refineries: the Gulf Coast refining region
includes the Corpus Christi East, Corpus Christi West, Texas City, Houston, Three Rivers,
Krotz Springs, St. Charles, Aruba, and Port Arthur Refineries; the Mid-Continent refining
region includes the McKee, Ardmore, and Memphis Refineries; the Northeast refining region
includes the Quebec City, Paulsboro, and Delaware City Refineries; and the West Coast refining
region includes the Benicia and Wilmington Refineries. |
|
(g) |
|
The average market reference prices and differentials, with the exception of the propylene
and lube oil differentials, are based on posted prices from Platts Oilgram. The propylene
differential is based on posted propylene prices in Chemical Market Associates, Inc. and the
lube oil differential is based on Exxon Mobil Corporation postings provided by Independent
Commodity Information Services - London Oil Reports. The average market reference prices and
differentials are presented to provide users of the consolidated financial statements with
economic indicators that significantly affect our operations and profitability. |
|
(h) |
|
The market reference differential for sour crude oil is based on 50% Arab Medium and 50% Arab
Light posted prices. |
|
(i) |
|
The market reference differential for ultra-low-sulfur diesel was not available prior to May
1, 2006, and therefore no market reference differential is presented for the year ended
December 31, 2006. |
27
General
Operating revenues increased 9% for the year ended December 31, 2007 compared to the year ended
December 31, 2006 primarily as a result of higher refined product prices. Operating income
decreased $804 million, or 10%, and income from continuing operations decreased $722 million, or
14%, for the year ended December 31, 2007 compared to the year ended December 31, 2006 primarily
due to an $827 million decrease in refining segment operating income. The refining segment
operating income and income from continuing operations exclude the operations of the Lima Refinery
which are classified as discontinued operations due to our sale of that refinery as discussed in
Note 2 of Notes to Consolidated Financial Statements.
Refining
Operating income for our refining segment decreased from $8.2 billion for the year ended December
31, 2006 to $7.4 billion for the year ended December 31, 2007 resulting mainly from increased
refining operating expenses (including depreciation and amortization expense) of $631 million. In
addition, total throughput margin for the refining segment declined by $196 million due to a $0.14
per barrel decrease in refining throughput margin and lower throughput volumes.
Refining operating expenses, excluding depreciation and amortization expense, increased $0.40 per
barrel, or 11%, for the year ended December 31, 2007 compared to the year ended December 31, 2006.
Operating expenses increased mainly due to increases in maintenance expense, employee compensation
and related benefits, outside services, and energy costs, as well as increased accruals for sales
and use taxes. Refining depreciation and amortization expense increased 24% from 2006 to 2007
primarily due to the implementation of new capital projects, increased turnaround and catalyst
amortization, and the write-off of costs related to the McKee Refinery as a result of a fire
originating in its propane deasphalting unit in February 2007.
Total refining throughput margins for 2007 compared to 2006 were impacted by the following factors:
|
|
|
Overall, gasoline and distillate margins relative to WTI increased in 2007 compared to
2006 due to a decline in refined product inventory levels resulting from unplanned refinery
outages, lower imports, more stringent product specifications and regulations, and heavy
industry turnaround activity, as well as moderately stronger demand. |
|
|
|
|
Sour crude oil feedstock differentials to WTI crude oil during 2007 decreased from the
strong differentials in 2006. However, other light, sweet crude oils priced at a premium
to WTI in 2007; thus, sour crude oil feedstock differentials relative to those other light,
sweet crude oils in 2007 were comparable to the wide differentials experienced in 2006.
These wide differentials are attributable to continued ample supplies of sour crude oils
and heavy sour residual fuel oils on the world market. Differentials on sour crude oil
feedstocks also continued to benefit from increased demand for sweet crude oil resulting
from lower sulfur specifications for gasoline and diesel and a global increase in refined
product demand. |
|
|
|
|
Margins on various secondary refined products such as asphalt, fuel oils, petroleum
coke, and sulfur were lower in 2007 as prices for these products did not increase in
proportion to the costs of the feedstocks used to produce them. |
|
|
|
|
Throughput volumes decreased 13,000 barrels per day during 2007 compared to 2006
primarily due to a reduction in throughput volumes at our McKee Refinery as a result of the
fire discussed above. |
Retail
Retail operating income was $249 million for the year ended December 31, 2007 compared to $182
million for the year ended December 31, 2006. This 37% increase in operating income was primarily
attributable to
28
increased in-store sales and improved retail fuel margins in our U.S. and Canadian
retail operations, partially offset by higher selling expenses related mainly to retail reorganization expenses and an increase
in the Canadian dollar exchange rate relative to the U.S. dollar.
Corporate Expenses and Other
General and administrative expenses, including corporate depreciation and amortization expense,
increased $44 million for the year ended December 31, 2007 compared to the year ended December 31,
2006. This increase was primarily due to 2007 executive retirement expenses, an increase in
employee compensation and benefits, including incentive compensation, a $13 million termination fee
paid in 2007 for the cancellation of our services agreement with NuStar Energy L.P., and increased
charitable contributions, partially offset by 2006 expenses attributable to Premcor headquarters
personnel that were not incurred during 2007.
Other income, net for the year ended December 31, 2007 included a $91 million pre-tax gain
related to a foreign currency exchange rate gain resulting from the repayment of a loan by a
foreign subsidiary. Other income, net for the year ended December 31, 2006 included a pre-tax
gain of $328 million related to the sale of our ownership interest in NuStar GP Holdings, LLC, as
discussed in Note 9 of Notes to Consolidated Financial Statements. Excluding these effects, other
income, net increased $54 million from 2006 to 2007 primarily due to increased interest income
related to our significantly higher cash balance during 2007.
Interest and debt expense increased primarily due to the issuance of $2.25 billion of notes in June
2007 to fund the accelerated share repurchase program (as discussed in Note 12 of Notes to
Consolidated Financial Statements), increased interest on tax liabilities, and reduced capitalized
interest due to a reduced balance of capital projects under construction.
Income tax expense decreased $450 million from 2006 to 2007 mainly as a result of lower income from
continuing operations before income tax expense. Our effective tax rate for the year ended
December 31, 2007 decreased from the year ended December 31, 2006 primarily due to an increase in
the percentage of pre-tax income contributed by the Aruba Refinery, the profits of which are
non-taxable in Aruba through December 31, 2010, combined with favorable tax law changes.
Income from discontinued operations, net of income tax expense, increased $493 million from the
year ended December 31, 2006 to the year ended December 31, 2007 due primarily to a pre-tax gain of
$827 million, or $426 million after tax, on the sale of the Lima Refinery in July 2007 combined
with a $67 million increase in net income from the operations of the Lima Refinery between the two
years. The increase in net income from the operations of the Lima Refinery was mainly attributable
to a 94% increase in the refinerys throughput margin per barrel, from $8.99 per barrel for the
year ended December 31, 2006 to $17.41 per barrel for the six months ended June 30, 2007, which
more than offset the effect of a decline in throughput volumes resulting from only six months of
operations in 2007 prior to its sale.
29
2006 Compared to 2005
Financial Highlights
(millions of dollars, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006 (a) |
|
|
2005 (a) (b) |
|
|
Change |
|
Operating revenues (c) (d) |
|
$ |
87,640 |
|
|
$ |
80,616 |
|
|
$ |
7,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (b) (c) (d) |
|
|
73,863 |
|
|
|
70,438 |
|
|
|
3,425 |
|
Refining operating expenses |
|
|
3,622 |
|
|
|
2,816 |
|
|
|
806 |
|
Retail selling expenses (c) |
|
|
719 |
|
|
|
700 |
|
|
|
19 |
|
General and administrative expenses |
|
|
598 |
|
|
|
558 |
|
|
|
40 |
|
Depreciation and amortization expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining |
|
|
985 |
|
|
|
716 |
|
|
|
269 |
|
Retail |
|
|
87 |
|
|
|
83 |
|
|
|
4 |
|
Corporate |
|
|
44 |
|
|
|
37 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
79,918 |
|
|
|
75,348 |
|
|
|
4,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
7,722 |
|
|
|
5,268 |
|
|
|
2,454 |
|
Equity in earnings of NuStar Energy L.P. |
|
|
45 |
|
|
|
41 |
|
|
|
4 |
|
Other income, net |
|
|
350 |
|
|
|
53 |
|
|
|
297 |
|
Interest and debt expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Incurred |
|
|
(377 |
) |
|
|
(334 |
) |
|
|
(43 |
) |
Capitalized |
|
|
165 |
|
|
|
66 |
|
|
|
99 |
|
Minority interest in net income of
NuStar GP Holdings, LLC |
|
|
(7 |
) |
|
|
- |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income
tax expense |
|
|
7,898 |
|
|
|
5,094 |
|
|
|
2,804 |
|
Income tax expense |
|
|
2,611 |
|
|
|
1,621 |
|
|
|
990 |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
5,287 |
|
|
|
3,473 |
|
|
|
1,814 |
|
Income from discontinued operations, net of income
tax expense (a) |
|
|
176 |
|
|
|
117 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
5,463 |
|
|
|
3,590 |
|
|
|
1,873 |
|
Preferred stock dividends |
|
|
2 |
|
|
|
13 |
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common stock |
|
$ |
5,461 |
|
|
$ |
3,577 |
|
|
$ |
1,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share - assuming dilution: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
8.36 |
|
|
$ |
5.90 |
|
|
$ |
2.46 |
|
Discontinued operations |
|
|
0.28 |
|
|
|
0.20 |
|
|
|
0.08 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8.64 |
|
|
$ |
6.10 |
|
|
$ |
2.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the footnote references on pages 33 and 34. |
30
Operating Highlights
(millions of dollars, except per barrel and per gallon amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006 |
|
|
2005 (b) |
|
|
Change |
|
Refining (a): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (b) |
|
$ |
8,182 |
|
|
$ |
5,709 |
|
|
$ |
2,473 |
|
Throughput margin per barrel (e) |
|
$ |
12.47 |
|
|
$ |
11.10 |
|
|
$ |
1.37 |
|
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
3.53 |
|
|
$ |
3.17 |
|
|
$ |
0.36 |
|
Depreciation and amortization |
|
|
0.96 |
|
|
|
0.81 |
|
|
|
0.15 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
4.49 |
|
|
$ |
3.98 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput volumes (thousand barrels per day): |
|
|
|
|
|
|
|
|
|
|
|
|
Feedstocks: |
|
|
|
|
|
|
|
|
|
|
|
|
Heavy sour crude |
|
|
697 |
|
|
|
548 |
|
|
|
149 |
|
Medium/light sour crude |
|
|
618 |
|
|
|
610 |
|
|
|
8 |
|
Acidic sweet crude |
|
|
65 |
|
|
|
103 |
|
|
|
(38 |
) |
Sweet crude |
|
|
752 |
|
|
|
620 |
|
|
|
132 |
|
Residuals |
|
|
234 |
|
|
|
181 |
|
|
|
53 |
|
Other feedstocks |
|
|
147 |
|
|
|
132 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
Total feedstocks |
|
|
2,513 |
|
|
|
2,194 |
|
|
|
319 |
|
Blendstocks and other |
|
|
298 |
|
|
|
241 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
Total throughput volumes |
|
|
2,811 |
|
|
|
2,435 |
|
|
|
376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yields (thousand barrels per day): |
|
|
|
|
|
|
|
|
|
|
|
|
Gasolines and blendstocks |
|
|
1,348 |
|
|
|
1,144 |
|
|
|
204 |
|
Distillates |
|
|
891 |
|
|
|
745 |
|
|
|
146 |
|
Petrochemicals |
|
|
80 |
|
|
|
70 |
|
|
|
10 |
|
Other products (f) |
|
|
491 |
|
|
|
477 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
Total yields |
|
|
2,810 |
|
|
|
2,436 |
|
|
|
374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail - U.S.: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
113 |
|
|
$ |
81 |
|
|
$ |
32 |
|
Company-operated fuel sites (average) |
|
|
982 |
|
|
|
1,024 |
|
|
|
(42 |
) |
Fuel volumes (gallons per day per site) |
|
|
4,985 |
|
|
|
4,830 |
|
|
|
155 |
|
Fuel margin per gallon |
|
$ |
0.162 |
|
|
$ |
0.154 |
|
|
$ |
0.008 |
|
Merchandise sales |
|
$ |
960 |
|
|
$ |
934 |
|
|
$ |
26 |
|
Merchandise margin (percentage of sales) |
|
|
29.6 |
% |
|
|
29.7 |
% |
|
|
(0.1 |
)% |
Margin on miscellaneous sales (c) |
|
$ |
85 |
|
|
$ |
68 |
|
|
$ |
17 |
|
Retail selling expenses (c) |
|
$ |
485 |
|
|
$ |
482 |
|
|
$ |
3 |
|
Depreciation and amortization expense |
|
$ |
60 |
|
|
$ |
60 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail - Canada: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
69 |
|
|
$ |
73 |
|
|
$ |
(4 |
) |
Fuel volumes (thousand gallons per day) |
|
|
3,176 |
|
|
|
3,204 |
|
|
|
(28 |
) |
Fuel margin per gallon |
|
$ |
0.217 |
|
|
$ |
0.211 |
|
|
$ |
0.006 |
|
Merchandise sales |
|
$ |
167 |
|
|
$ |
150 |
|
|
$ |
17 |
|
Merchandise margin (percentage of sales) |
|
|
27.4 |
% |
|
|
25.6 |
% |
|
|
1.8 |
% |
Margin on miscellaneous sales |
|
$ |
32 |
|
|
$ |
30 |
|
|
$ |
2 |
|
Retail selling expenses |
|
$ |
234 |
|
|
$ |
218 |
|
|
$ |
16 |
|
Depreciation and amortization expense |
|
$ |
27 |
|
|
$ |
23 |
|
|
$ |
4 |
|
See the footnote
references on pages 33 and 34.
31
Refining Operating Highlights by Region (g)
(millions of dollars, except per barrel amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006 |
|
|
2005 (b) |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
5,109 |
|
|
$ |
3,962 |
|
|
$ |
1,147 |
|
Throughput volumes (thousand barrels per day) (h) |
|
|
1,532 |
|
|
|
1,364 |
|
|
|
168 |
|
Throughput margin per barrel (e) |
|
$ |
13.23 |
|
|
$ |
11.73 |
|
|
$ |
1.50 |
|
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
3.26 |
|
|
$ |
3.03 |
|
|
$ |
0.23 |
|
Depreciation and amortization |
|
|
0.84 |
|
|
|
0.74 |
|
|
|
0.10 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
4.10 |
|
|
$ |
3.77 |
|
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Continent (a) (i): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
1,041 |
|
|
$ |
665 |
|
|
$ |
376 |
|
Throughput volumes (thousand barrels per day) (h) |
|
|
410 |
|
|
|
311 |
|
|
|
99 |
|
Throughput margin per barrel (e) |
|
$ |
11.32 |
|
|
$ |
10.01 |
|
|
$ |
1.31 |
|
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
3.36 |
|
|
$ |
3.42 |
|
|
$ |
(0.06 |
) |
Depreciation and amortization |
|
|
1.00 |
|
|
|
0.74 |
|
|
|
0.26 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
4.36 |
|
|
$ |
4.16 |
|
|
$ |
0.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
944 |
|
|
$ |
725 |
|
|
$ |
219 |
|
Throughput volumes (thousand barrels per day) (h) |
|
|
563 |
|
|
|
448 |
|
|
|
115 |
|
Throughput margin per barrel (e) |
|
$ |
9.80 |
|
|
$ |
8.33 |
|
|
$ |
1.47 |
|
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
4.10 |
|
|
$ |
3.11 |
|
|
$ |
0.99 |
|
Depreciation and amortization |
|
|
1.11 |
|
|
|
0.78 |
|
|
|
0.33 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
5.21 |
|
|
$ |
3.89 |
|
|
$ |
1.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
West Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
1,088 |
|
|
$ |
978 |
|
|
$ |
110 |
|
Throughput volumes (thousand barrels per day) |
|
|
306 |
|
|
|
312 |
|
|
|
(6 |
) |
Throughput margin per barrel (e) |
|
$ |
15.07 |
|
|
$ |
13.42 |
|
|
$ |
1.65 |
|
Operating costs per barrel: |
|
|
|
|
|
|
|
|
|
|
|
|
Refining operating expenses |
|
$ |
4.04 |
|
|
$ |
3.59 |
|
|
$ |
0.45 |
|
Depreciation and amortization |
|
|
1.27 |
|
|
|
1.23 |
|
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
Total operating costs per barrel |
|
$ |
5.31 |
|
|
$ |
4.82 |
|
|
$ |
0.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income for regions above |
|
$ |
8,182 |
|
|
$ |
6,330 |
|
|
$ |
1,852 |
|
LIFO charge (b) |
|
|
- |
|
|
|
(621 |
) |
|
|
621 |
|
|
|
|
|
|
|
|
|
|
|
Total refining operating income |
|
$ |
8,182 |
|
|
$ |
5,709 |
|
|
$ |
2,473 |
|
|
|
|
|
|
|
|
|
|
|
See the footnote
references on pages 33 and 34.
32
Average Market Reference Prices and Differentials (j)
(dollars per barrel)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2006 |
|
2005 |
|
Change |
Feedstocks: |
|
|
|
|
|
|
|
|
|
|
|
|
WTI crude oil |
|
$ |
66.00 |
|
|
$ |
56.44 |
|
|
$ |
9.56 |
|
WTI less sour crude oil at U.S. Gulf Coast (k) |
|
|
7.01 |
|
|
|
6.88 |
|
|
|
0.13 |
|
WTI less Mars crude oil |
|
|
7.12 |
|
|
|
6.45 |
|
|
|
0.67 |
|
WTI less ANS crude oil |
|
|
2.47 |
|
|
|
3.06 |
|
|
|
(0.59 |
) |
WTI less Maya crude oil |
|
|
14.80 |
|
|
|
15.58 |
|
|
|
(0.78 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Products: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Gulf Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
Conventional 87 gasoline less WTI |
|
|
11.34 |
|
|
|
10.60 |
|
|
|
0.74 |
|
No. 2 fuel oil less WTI |
|
|
9.80 |
|
|
|
11.57 |
|
|
|
(1.77 |
) |
Propylene less WTI |
|
|
8.78 |
|
|
|
10.11 |
|
|
|
(1.33 |
) |
U.S. Mid-Continent: |
|
|
|
|
|
|
|
|
|
|
|
|
Conventional 87 gasoline less WTI |
|
|
12.16 |
|
|
|
10.39 |
|
|
|
1.77 |
|
Low-sulfur diesel less WTI |
|
|
18.59 |
|
|
|
15.54 |
|
|
|
3.05 |
|
U.S. Northeast: |
|
|
|
|
|
|
|
|
|
|
|
|
Conventional 87 gasoline less WTI |
|
|
10.62 |
|
|
|
8.95 |
|
|
|
1.67 |
|
No. 2 fuel oil less WTI |
|
|
9.60 |
|
|
|
11.60 |
|
|
|
(2.00 |
) |
Lube oils less WTI |
|
|
55.56 |
|
|
|
33.68 |
|
|
|
21.88 |
|
U.S. West Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
CARBOB 87 gasoline less ANS |
|
|
21.52 |
|
|
|
19.42 |
|
|
|
2.10 |
|
CARB diesel less ANS |
|
|
23.96 |
|
|
|
21.91 |
|
|
|
2.05 |
|
The following notes relate to references on pages 30 through 33.
|
|
|
(a) |
|
Effective July 1, 2007, we sold our Lima Refinery to Husky. Therefore, the results of
operations of the Lima Refinery are reported as discontinued operations, and all refining
operating highlights, both consolidated and for the Mid-Continent region, exclude the Lima
Refinery. |
|
(b) |
|
Includes the operations related to the Premcor Acquisition commencing on September 1, 2005.
Cost of sales and refining operating income presented for the year ended December 31, 2005
include the effect of a $621 million LIFO charge related to the difference between the fair
market value recorded for the inventories acquired in the Premcor Acquisition under purchase
accounting and the amounts required to be recorded in applying Valeros LIFO accounting
policy. This charge was excluded from the consolidated and regional throughput margins per
barrel and the regional operating income amounts presented herein in order to make the
information presented comparable between periods. |
|
(c) |
|
Certain amounts previously reported in 2006 and 2005 for operating revenues, cost of sales,
retail selling expenses, and margin on miscellaneous sales have been reclassified for
comparability with amounts reported in 2007. |
|
(d) |
|
Operating revenues and cost of sales both include approximately $7.8 billion for the year
ended December 31, 2005 related to certain crude oil buy/sell arrangements, which involve
linked purchases and sales related to crude oil contracts entered into to address location,
quality, or grade requirements. Commencing January 1, 2006, we
adopted EITF Issue No. 04-13
which requires that such buy/sell arrangements be accounted for as one transaction, thereby
resulting in no recognition of revenues and cost of sales for these transactions. |
|
(e) |
|
Throughput margin per barrel represents operating revenues less cost of sales divided by
throughput volumes. |
|
(f) |
|
Other products primarily include gas oils, No. 6 fuel oil, petroleum coke, and asphalt. |
|
(g) |
|
The regions reflected herein contain the following refineries: the Gulf Coast refining region
includes the Corpus Christi East, Corpus Christi West, Texas City, Houston, Three Rivers,
Krotz Springs, St. Charles, Aruba, and Port Arthur Refineries; the Mid-Continent refining
region includes the McKee, Ardmore, and Memphis Refineries; the Northeast refining region
includes the Quebec City, Paulsboro, and Delaware City Refineries; and the West Coast refining
region includes the Benicia and Wilmington Refineries. |
|
(h) |
|
Throughput volumes for the Gulf Coast, Mid-Continent, and Northeast regions for the year
ended December 31, 2006 include 287,000, 155,000, and 201,000 barrels per day, respectively,
related to the operations of the refineries acquired from Premcor on September 1, 2005.
Throughput volumes for the Gulf Coast, Mid-Continent, and Northeast regions for the year ended |
33
|
|
|
|
|
December 31, 2005 include 78,000, 53,000, and 63,000 barrels per day, respectively, related to
the operations of the refineries acquired from
Premcor commencing on September 1, 2005. Throughput volumes for those acquired refineries for
the 122 days of their operations subsequent to the acquisition date of September 1, 2005 were
234,000, 157,000, and 187,000 barrels per day, respectively, for the Gulf Coast, Mid-Continent,
and Northeast regions. |
|
(i) |
|
The information presented for the Mid-Continent region for the year ended December 31, 2005
includes the operations of the Denver Refinery, which was sold on May 31, 2005 to Suncor
Energy (U.S.A.) Inc. Throughput volumes for the Mid-Continent region for the year ended
December 31, 2005 include 15,000 barrels per day related to the Denver Refinery. |
|
(j) |
|
The average market reference prices and differentials, with the exception of the propylene
and lube oil differentials, are based on posted prices from Platts Oilgram. The propylene
differential is based on posted propylene prices in Chemical Market Associates, Inc. and the
lube oil differential is based on Exxon Mobil Corporation postings provided by Independent
Commodity Information Services - London Oil Reports. The average market reference prices and
differentials are presented to provide users of the consolidated financial statements with
economic indicators that significantly affect our operations and profitability. |
|
(k) |
|
The market reference differential for sour crude oil is based on 50% Arab Medium and 50% Arab
Light posted prices. |
General
Operating revenues increased 9% for the year ended December 31, 2006 compared to the year ended
December 31, 2005 primarily as a result of higher refined product prices combined with additional
throughput volumes from the former Premcor refinery operations. Operating income and income from
continuing operations for the year ended December 31, 2006 increased significantly compared to the
year ended December 31, 2005. Operating income increased $2.5 billion, or 47%, from 2005 to 2006
due to a $2.5 billion increase in the refining segment. The refining segment operating income and
income from continuing operations exclude the operations of the Lima Refinery which are classified
as discontinued operations due to our sale of that refinery as discussed in Note 2 of Notes to
Consolidated Financial Statements.
Refining
Operating income for our refining segment increased from $5.7 billion for the year ended December
31, 2005 to $8.2 billion for the year ended December 31, 2006 resulting from a 15% increase in
throughput volumes and an increase in refining throughput margin of $1.37 per barrel, or 12%,
partially offset by increased refining operating expenses (including depreciation and amortization
expense) of $1.1 billion. In addition, the increase in the 2006 results was partially attributable
to the unfavorable impact in 2005 of a $621 million pre-tax LIFO charge related to the difference
between the fair market value recorded for the inventories acquired in the Premcor Acquisition
under purchase accounting and the amounts required to be recorded in applying Valeros LIFO
accounting policy.
The change in refining throughput margin for 2006 compared to 2005 was impacted by the following
factors:
|
|
|
Throughput volumes increased 376,000 barrels per day during 2006 compared to 2005 due to
449,000 barrels per day of incremental throughput from the three former Premcor refineries,
offset to some extent by the sale of the Denver Refinery in 2005 and significant planned
and unplanned downtime at several of our refineries in 2006. |
|
|
|
|
Overall, gasoline and distillate margins increased in 2006 compared to 2005 due to
significantly improved margins in the first half of 2006 attributable to increased foreign
and U.S. demand, limited capacity additions, major industry turnaround activity, and
continuing outages from the 2005 hurricanes. However, the 2006 increase in gasoline and
distillate margins was somewhat diminished in the second half of 2006 due to excess refined
product supply and the higher margins experienced in September and October of 2005 due to
the impact of Hurricanes Katrina and Rita. |
|
|
|
|
Differentials on sour crude oil feedstocks during 2006 were essentially unchanged from
the strong differentials in 2005, and remained wide due to continued ample supplies of sour
crude oils and heavy sour residual fuel oils on the world market. Differentials on sour
crude oil feedstocks also continued to benefit from increased demand for sweet crude oil
resulting from lower sulfur specifications for |
34
|
|
|
gasoline and diesel and a global increase in refined product demand, particularly in Asia, which
resulted in higher utilization rates by refineries that require sweet crude oil as
feedstock. |
|
|
|
|
Throughput margin improved in 2006 due to the negative impact in 2005 of pre-tax losses
of approximately $525 million on hedges related to forward sales of distillates and
associated forward purchases of crude oil. |
|
|
|
|
Margins on secondary refined products such as petroleum coke and sulfur were lower in
2006 due to an increase in the price of crude oil from 2005 to 2006. |
Refining operating expenses, excluding depreciation and amortization expense, were 29% higher for
the year ended December 31, 2006 compared to the year ended December 31, 2005, primarily due to the
Premcor Acquisition on September 1, 2005. Excluding the effect of the Premcor Acquisition,
operating expenses increased 5% due mainly to increases in maintenance expense, employee
compensation and related benefits, outside services, and catalyst and chemicals, partially offset
by reduced energy costs. Refining depreciation and amortization expense increased 38% from 2005 to
2006 primarily due to the Premcor Acquisition, the implementation of new capital projects, and
increased turnaround and catalyst amortization.
Retail
Retail operating income was $182 million for the year ended December 31, 2006 compared to $154
million for the year ended December 31, 2005. This 18% increase in operating income was primarily
attributable to improved retail fuel margins and increased in-store sales in the U.S. system.
Corporate Expenses and Other
General and administrative expenses, including corporate depreciation and amortization expense,
increased $47 million for the year ended December 31, 2006 compared to the year ended December 31,
2005. The increase was primarily due to increases in employee compensation and benefits,
stock-based compensation expense, environmental expenses, and charitable contributions as well as
the favorable resolution of a California excise tax dispute in 2005. These increases were
partially offset by a decrease in variable compensation expense and 2005 nonrecurring expenses
attributable to Premcor headquarters personnel.
Other income, net for the year ended December 31, 2006 included a pre-tax gain of $328 million
related to the sale of our ownership interest in NuStar GP Holdings, LLC, as discussed in Note 9 of
Notes to Consolidated Financial Statements.
Interest and debt expense incurred increased from 2005 to 2006 due to the effect of a full year of
interest incurred in 2006 on the debt assumed in the Premcor Acquisition, partially offset by a
reduction in other debt outstanding. Capitalized interest increased due to an increase in capital
projects, including projects at the three former Premcor refineries.
Income tax expense increased $990 million from 2005 to 2006 mainly as a result of a 55% increase in
income from continuing operations before income tax expense. Our effective tax rate for the year
ended December 31, 2006 increased from the year ended December 31, 2005 as a lower percentage of
our pre-tax income was contributed by the Aruba Refinery, the profits of which are non-taxable in
Aruba through December 31, 2010. This increase in the effective tax rate was partially offset by
the effects of new tax legislation in both Texas and Canada in 2006.
35
OUTLOOK
Based on current forward market indicators, our outlook for refined product margins for the
remainder of 2008 is positive. With respect to the gasoline market, winter-grade gasoline
inventories increased in late 2007 and early 2008 in anticipation of the normal cycle of
industry-wide plant maintenance that occurs in the first quarter. As spring maintenance activities
occur, refined product supplies are expected to decline. In addition, the industry will soon be
making the transition from winter-grade gasoline to summer-grade gasoline, which is more difficult
and costly to produce due to more stringent specifications and thus generally contributes to a
decline in inventories. Furthermore, we expect strong diesel margins to continue and provide an
incentive to refiners to maximize diesel production, thereby further limiting gasoline supplies.
These anticipated supply constraints, combined with a typical seasonal increase in demand, are
expected to result in higher gasoline margins as the summer driving season approaches.
Our outlook for on-road diesel margins is also favorable as on-road diesel demand continues to be
good and on-road diesel inventory levels in 2008 are below 2007 levels on a days-of-supply basis.
As a result, we expect on-road diesel margins to remain strong.
In regard to feedstocks, sour crude oil differentials are expected to remain favorable during 2008.
Residual fuel oil prices have not increased as much as crude oil prices, which should support
wider differentials for sour crude oil since complex refiners can substitute residual fuel oil for
a portion of their sour crude oil requirements if residual fuel oil becomes more economic to
process than crude oil. In addition, new supplies of medium sour crude oil from the Gulf of Mexico
in 2008 should contribute to continuing wide sour crude oil differentials.
On January 25, 2008, our Aruba Refinery experienced a fire in its vacuum unit. We are in the
process of making the necessary repairs and we resumed partial operation of the refinery in
mid-February. We expect to resume full operations in the second quarter of 2008. Although we have
not completed our assessment of the extent of damages, we do not believe that this incident will
have a material adverse effect on our results of operations for 2008.
Regarding other operations for 2008, we began scheduled maintenance on our coker drums at our Port
Arthur Refinery in the first quarter that will reduce throughput volumes in the Gulf Coast region
for about three months beginning in early February. Otherwise, our turnaround schedule for 2008 is
relatively light, which should benefit our results of operations during the year.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows for the Year Ended December 31, 2007
Net cash provided by operating activities for the year ended December 31, 2007 was $5.3 billion
compared to $6.3 billion for the year ended December 31, 2006. The decrease in cash generated from
operating activities was due primarily to the decrease in operating income discussed above under
Results of Operations and a $900 million decrease in the eligible trade receivables sold under
our accounts receivable sales facility, as discussed in Note 4 of Notes to Consolidated Financial
Statements. Other changes in cash provided by or used for working capital during the years ended
December 31, 2007 and 2006 are shown in Note 16 of Notes to Consolidated Financial Statements.
Both receivables and accounts payable increased in 2007 due to a significant increase in gasoline,
distillate, and crude oil prices at December 31, 2007 compared to such prices at the end of 2006.
Cash flows related to the discontinued operations of the Lima Refinery have been combined with the
cash flows from continuing operations within each category in the consolidated statement of cash
flows for each period presented. Cash provided by operating activities related to our discontinued
operations was $260 million and
36
$215 million for the years ended December 31, 2007 and 2006, respectively. Cash used in investing
activities related to the Lima Refinery was $14 million and $133 million for the years ended
December 31, 2007 and 2006, respectively.
The net cash generated from operating activities during the year ended December 31, 2007, combined
with $2.2 billion of proceeds from the issuance of long-term notes, $2.4 billion of proceeds from
the sale of our Lima Refinery, a $311 million benefit from tax deductions in excess of recognized
stock-based compensation cost, and $159 million of proceeds from the issuance of common stock
related to our employee benefit plans, were used mainly to:
|
|
|
fund $2.8 billion of capital expenditures and deferred turnaround and catalyst costs; |
|
|
|
|
purchase 84.3 million shares of our common stock at a cost of $5.8 billion; |
|
|
|
|
make an early long-term note redemption of $183 million and scheduled long-term note
repayments of $280 million; |
|
|
|
|
fund capital contributions, net of distributions, of $209 million to the Cameron Highway
Oil Pipeline Project mainly to enable the joint venture to redeem all of its outstanding
debt; |
|
|
|
|
fund contingent earn-out payments in connection with the acquisition of the St. Charles
Refinery and the Delaware City Refinery of $50 million and $25 million, respectively; |
|
|
|
|
pay common stock dividends of $271 million; and |
|
|
|
|
increase available cash on hand by $874 million. |
Cash Flows for the Year Ended December 31, 2006
Net cash provided by operating activities for the year ended December 31, 2006 was $6.3 billion
compared to $5.9 billion for the year ended December 31, 2005. The increase in cash generated from
operating activities was primarily due to the significant increase in operating income discussed
above under Results of Operations, partially offset by a $1.2 billion decrease from an
unfavorable change in working capital between the years and a $1.0 billion increase in current
income tax expense. Changes in cash provided by or used for working capital during the years ended
December 31, 2006 and 2005 are shown in Note 16 of Notes to Consolidated Financial Statements. The
primary difference in the working capital changes between the two years resulted from a favorable
working capital change in 2005 attributable to a $400 million increase in the amount of receivables
sold under our accounts receivable sales program and a decrease in restricted cash of approximately
$200 million due to the repayment of certain debt assumed in the Premcor Acquisition using funds
restricted for that purpose. Both receivables and accounts payable increased in 2006 due mainly to
higher prices for gasoline and crude oil at December 31, 2006 compared to such prices at the end of
2005.
Cash provided by operating activities related to our discontinued operations was $215 million and
$121 million for the years ended December 31, 2006 and 2005, respectively. Cash used in investing
activities related to the Lima Refinery was $133 million and $42 million for the years ended
December 31, 2006 and 2005, respectively.
The net cash generated from operating activities during the year ended December 31, 2006, combined
with $880 million of proceeds from the sale of our ownership interest in NuStar GP Holdings, LLC, a
$206 million benefit from tax deductions in excess of recognized stock-based compensation cost, and
$122 million of proceeds from the issuance of common stock related to our employee benefit plans,
were used mainly to:
|
|
|
fund $3.8 billion of capital expenditures and deferred turnaround and catalyst costs; |
|
|
|
|
purchase 34.6 million shares of our common stock at a cost of $2.0 billion; |
|
|
|
|
make long-term note repayments of $249 million; |
|
|
|
|
fund $101 million of contingent earn-out payments in connection with the acquisition of
Basis Petroleum, Inc., the St. Charles Refinery, and the Delaware City Refinery; |
|
|
|
|
terminate our interest rate swap contracts for $54 million; |
37
|
|
|
pay common and preferred stock dividends of $184 million; and |
|
|
|
|
increase available cash on hand by $1.2 billion. |
Capital Investments
During the year ended December 31, 2007, we expended $2.3 billion for capital expenditures and $518
million for deferred turnaround and catalyst costs. Capital expenditures for the year ended
December 31, 2007 included $614 million of costs related to environmental projects. In addition,
we expended $75 million for amounts due under contingent earn-out agreements.
In connection with our acquisition of the St. Charles Refinery in 2003, the seller was entitled to
receive payments in any of the seven years following this acquisition if certain average refining
margins during any of those years exceeded a specified level (see the discussion in Note 22 of
Notes to Consolidated Financial Statements). In connection with the Premcor Acquisition, we
assumed Premcors obligation under a contingent earn-out agreement related to Premcors acquisition
of the Delaware City Refinery from Motiva Enterprises LLC. Payments due under these earn-out
arrangements were limited based on annual and aggregate limits. During 2007, we made earn-out
payments of $50 million related to the acquisition of the St. Charles Refinery and $25 million
related to the acquisition of the Delaware City Refinery (the maximum remaining payment based on
the aggregate limitation under that agreement). In January 2008, we made a $25 million earn-out
payment related to the St. Charles Refinery, which was the final payment based on the aggregate
limitation under that agreement.
For 2008, we expect to incur approximately $4.5 billion for capital investments, including
approximately $4.1 billion for capital expenditures (approximately $575 million of which is for
environmental projects) and approximately $400 million for deferred turnaround and catalyst costs.
The capital expenditure estimate excludes anticipated expenditures related to strategic
acquisitions. We continuously evaluate our capital budget and make changes as conditions warrant.
In May and June of 2007, we made cash capital contributions of $190 million and $25 million,
respectively, to the Cameron Highway Oil Pipeline Project, representing our 50% portion of the
amount required for the Cameron Highway Oil Pipeline joint venture to redeem its fixed-rate notes
and variable-rate debt, respectively. Our capital contributions, along with equal capital
contributions from the other 50% joint venture partner, were used to redeem all of the joint
ventures outstanding debt.
Lima Refinery Disposition
Effective July 1, 2007, we sold our Lima Refinery to Husky. Proceeds from the sale were
approximately $2.4 billion, including approximately $550 million from the sale of working capital
to Husky, primarily related to the sale of inventory by our marketing and supply subsidiary. The
sale resulted in a pre-tax gain of $827 million, or $426 million after tax, which is presented in
income from discontinued operations, net of income tax expense in the consolidated statement of
income for the year ended December 31, 2007. In connection with the sale, we entered into a
transition services agreement with Husky under which we agreed to provide certain accounting and
administrative services to Husky, with the services terminating by July 31, 2008. A significant
portion of these services has been transitioned to Husky as of February 27, 2008.
38
Contractual Obligations
Our contractual obligations as of December 31, 2007 are summarized below (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
Thereafter |
|
|
Total |
|
Long-term debt and capital
lease obligations |
|
$ |
362 |
|
|
$ |
215 |
|
|
$ |
39 |
|
|
$ |
424 |
|
|
$ |
765 |
|
|
$ |
5,114 |
|
|
$ |
6,919 |
|
Operating lease obligations |
|
|
384 |
|
|
|
282 |
|
|
|
188 |
|
|
|
110 |
|
|
|
54 |
|
|
|
190 |
|
|
|
1,208 |
|
Purchase obligations |
|
|
27,378 |
|
|
|
7,056 |
|
|
|
858 |
|
|
|
707 |
|
|
|
540 |
|
|
|
2,113 |
|
|
|
38,652 |
|
Other long-term liabilities |
|
|
- |
|
|
|
197 |
|
|
|
185 |
|
|
|
177 |
|
|
|
176 |
|
|
|
1,075 |
|
|
|
1,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
28,124 |
|
|
$ |
7,750 |
|
|
$ |
1,270 |
|
|
$ |
1,418 |
|
|
$ |
1,535 |
|
|
$ |
8,492 |
|
|
$ |
48,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Capital Lease Obligations
Payments for long-term debt and capital lease obligations in the table above reflect stated values
and minimum rental payments, respectively.
During February 2007, we redeemed our 9.25% senior notes that were scheduled to mature in 2010 for
$183 million. In addition, during the year ended December 31, 2007, we made scheduled debt
repayments of $280 million related to various notes as discussed in Note 12 of Notes to
Consolidated Financial Statements.
In April 2007, we borrowed $3 billion under a 364-day term credit agreement with a financial
institution to fund the accelerated share repurchase program discussed in Note 14 of Notes to
Consolidated Financial Statements. In May 2007, we repaid $500 million of the borrowings under the
364-day term credit agreement. The remaining balance of $2.5 billion was repaid in June 2007 using
available cash and proceeds from the issuance of $2.25 billion of notes, as discussed in Note 12 of
Notes to Consolidated Financial Statements.
As of December 31, 2007, current portion of long-term debt and capital lease obligations as
reflected in the consolidated balance sheet consisted primarily of our 9.5% senior notes with a
stated value of $350 million and a maturity date of February 2013, which were redeemed in February
2008 as discussed in Note 12 of Notes to Consolidated Financial Statements.
Our agreements do not have rating agency triggers that would automatically require us to post
additional collateral. However, in the event of certain downgrades of our senior unsecured debt to
below investment grade ratings by Moodys Investors Service and Standard & Poors Ratings Services,
the cost of borrowings under some of our bank credit facilities and other arrangements would
increase. As of December 31, 2007, all of our ratings on our senior unsecured debt are at or above
investment grade level as follows:
|
|
|
Rating Agency |
|
Rating |
Standard & Poors Ratings Services
|
|
BBB (stable outlook) |
Moodys Investors Service
|
|
Baa3 (positive outlook) |
Fitch Ratings
|
|
BBB (stable outlook) |
Operating Lease Obligations
Our operating lease obligations include leases for land, office facilities and equipment, retail
facilities and equipment, dock facilities, transportation equipment, and various facilities and
equipment used in the storage, transportation, production, and sale of refinery feedstocks and
refined products. Operating lease obligations include all operating leases that have initial or
remaining noncancelable terms in excess of one year, and are not reduced by minimum rentals to be
received by us under subleases. The operating lease obligations reflected in the table above have
been reduced by related obligations that are included in other long-term liabilities.
39
Purchase Obligations
A purchase obligation is an enforceable and legally binding agreement to purchase goods or services
that specifies significant terms, including (i) fixed or minimum quantities to be purchased, (ii)
fixed, minimum, or variable price provisions, and (iii) the approximate timing of the transaction.
We have various purchase obligations including industrial gas and chemical supply arrangements
(such as hydrogen supply arrangements), crude oil and other feedstock supply arrangements, and
various throughput and terminalling agreements. We enter into these contracts to ensure an
adequate supply of utilities and feedstock and adequate storage capacity to operate our refineries.
Substantially all of our purchase obligations are based on market prices or adjustments based on
market indices. Certain of these purchase obligations include fixed or minimum volume
requirements, while others are based on our usage requirements. The purchase obligation amounts
included in the table above include both short-term and long-term obligations and are based on (a)
fixed or minimum quantities to be purchased and (b) fixed or estimated prices to be paid based on
current market conditions. As of December 31, 2007, our short-term and long-term purchase
obligations increased by $7.0 billion from the amount reported as of December 31, 2006. The
increase is primarily attributable to higher crude oil and other feedstock prices at December 31,
2007 compared to December 31, 2006.
Other Long-term Liabilities
Our other long-term liabilities are described in Note 13 of Notes to Consolidated Financial
Statements. For purposes of reflecting amounts for other long-term liabilities in the table above,
we have made our best estimate of expected payments for each type of liability based on information
available as of December 31, 2007.
Other Commercial Commitments
As of December 31, 2007, our committed lines of credit were as follows:
|
|
|
|
|
|
|
Borrowing |
|
|
|
|
Capacity |
|
Expiration |
Revolving credit facility
|
|
$2.5 billion
|
|
November 2012 |
Canadian revolving credit facility
|
|
Cdn. $115 million
|
|
December 2012 |
As of December 31, 2007, we had $502 million of letters of credit outstanding under uncommitted
short-term bank credit facilities, $292 million of letters of credit outstanding under our
committed revolving credit facility, and Cdn. $11 million of letters of credit outstanding under
our Canadian committed revolving credit facility. These letters of credit expire during 2008 and
2009.
Stock Purchase Programs
During the first quarter of 2007, we had two stock purchase programs that had been previously
approved by our board of directors. One program authorized our purchase of our common stock in open
market transactions to satisfy employee benefit plan requirements and the other was a $2 billion
common stock purchase program. Stock purchases under the programs are made from time to time at
prevailing prices as permitted by securities laws and other legal requirements, subject to market
conditions and other factors. The programs do not have a scheduled expiration date.
On April 25, 2007, our board of directors approved an amendment to our $2 billion common stock
purchase program to increase the authorized purchases under the program to $6 billion. In
conjunction with the increase in our common stock purchase program, we entered into an agreement
with a financial institution to purchase $3 billion of our shares under an accelerated share
repurchase program, and in late April 2007, 42.1 million shares were purchased under this
agreement. The purchase of these shares was funded with a short-term bridge loan, which we
subsequently replaced with longer-term financing as described in Note 12 of Notes to Consolidated
Financial Statements. The cost of the shares purchased under the accelerated share repurchase
program was to be adjusted, with the final purchase cost based on a discount to the average trading
price of our
40
common
stock, weighted by the daily volume of shares traded, during the program period. Any adjustment to the
cost could be paid in cash or stock, at our option.
The accelerated share repurchase program was completed on July 23, 2007, and we elected to pay in
cash an additional $94 million for the shares purchased. This cash payment had a dilutive effect
on our computation of earnings per common share from continuing operations assuming dilution for
the year ended December 31, 2007 (see Note 15 of Notes to Consolidated Financial Statements).
During 2007, we purchased 70.5 million shares of our common stock for $4.9 billion under our $6
billion common stock purchase program, including shares purchased under the accelerated share
repurchase program discussed above, and 13.8 million shares for $915 million in connection with the
administration of our employee benefit plans. These purchases represented approximately 14% of our
outstanding shares of common stock as of December 31, 2006. During 2008 (through February 22), we
have purchased 4.9 million shares of our common stock for
$317 million under our two stock purchase programs.
On February 28, 2008, our board of directors approved a
new $3 billion stock purchase program. This program is in
addition to the $6 billion program discussed above. This new $3 billion program has no expiration date.
Pension Plan Funded Status
During 2007, we contributed $143 million to our qualified pension plans. Based on a 6.00% discount
rate and fair values of plan assets as of December 31, 2007, the fair value of the assets in our
qualified pension plans was equal to approximately 120% of the projected benefit obligation under
those plans as of the end of 2007.
Although we have only $2 million of minimum required contributions to our qualified pension plans
during 2008 under the Employee Retirement Income Security Act, we expect to use expected available
cash to contribute approximately $100 million to our qualified plans during 2008.
Environmental Matters
As
discussed in Note 23 of Notes to Consolidated Financial
Statements, we are subject to extensive federal, state, and local environmental laws and regulations, including
those relating to the discharge of materials into the environment, waste management, pollution
prevention measures, greenhouse gas emissions, and characteristics and composition of gasolines and
distillates. Because environmental laws and regulations are becoming more complex and stringent
and new environmental laws and regulations are continuously being enacted or proposed, the level of
future expenditures required for environmental matters could increase in the future. In addition,
any major upgrades in any of our refineries could require material additional expenditures to
comply with environmental laws and regulations.
Tax Matters
As
discussed in Note 22 of Notes to Consolidated Financial
Statements, we are subject to extensive tax liabilities. New tax laws and regulations and changes in existing tax laws
and regulations are continuously being enacted or proposed that could result in increased
expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic
audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result
of these audits may subject us to interest and penalties.
Effective January 1, 2007, the Government of Aruba (GOA) enacted a turnover tax on revenues from
the sale of goods produced and services rendered in Aruba. The turnover tax, which is 3% for
on-island sales and services and 1% on export sales, is being assessed by the GOA on sales by our
Aruba Refinery. However, due to a previous tax holiday that was granted to our Aruba Refinery by
the GOA through December 31, 2010 as well as other reasons, we believe that exports by our Aruba
Refinery should not be subject to this turnover tax. No amounts have been accrued on exports with
respect to this turnover tax. We have commenced arbitration
41
proceedings with the Netherlands Arbitration Institute pursuant to which we will seek to enforce
our rights under the tax holiday. We have also filed protests of these assessments through
proceedings in Aruba.
Other
During the first quarter of 2007, our McKee Refinery was shut down due to a fire originating in its
propane deasphalting unit, resulting in business interruption losses for which we have submitted
claims to our insurance carriers under our insurance policies. In the fourth quarter of 2007, we
received an immaterial initial payment from the insurance carriers on our claims, the proceeds from
which were recorded as a reduction to cost of sales. No
additional amount has been accrued related to these claims pending future settlements with the
insurance carriers.
In November 2007, we announced our plan to explore strategic alternatives related to our Aruba
Refinery. In January 2008, we announced our plan to explore strategic alternatives related to our
Memphis and Krotz Springs Refineries.
Our refining and marketing operations have a concentration of customers in the refining industry
and customers who are refined product wholesalers and retailers. These concentrations of customers
may impact our overall exposure to credit risk, either positively or negatively, in that these
customers may be similarly affected by changes in economic or other conditions. However, we
believe that our portfolio of accounts receivable is sufficiently diversified to the extent
necessary to minimize potential credit risk. Historically, we have not had any significant
problems collecting our accounts receivable.
We believe that we have sufficient funds from operations and, to the extent necessary, from the
public and private capital markets and bank markets, to fund our ongoing operating requirements.
We expect that, to the extent necessary, we can raise additional funds from time to time through
equity or debt financings. However, there can be no assurances regarding the availability of any
future financings or whether such financings can be made available on terms that are acceptable to
us.
OFF-BALANCE SHEET ARRANGEMENTS
Accounts Receivable Sales Facility
As of December 31, 2007, we had an accounts receivable sales facility with a group of third-party
financial institutions to sell on a revolving basis up to $1 billion of eligible trade receivables,
which matures in August 2008. We use this program as a source of working capital funding. Under
this program, one of our wholly owned subsidiaries sells an undivided percentage ownership interest
in the eligible receivables, without recourse, to the third-party financial institutions. We
remain responsible for servicing the transferred receivables and pay certain fees related to our
sale of receivables under the program. During the third quarter of 2007, we reduced the amount of
eligible receivables sold to the third-party financial institutions by $900 million. Therefore, as
of December 31, 2007, the amount of eligible receivables sold to the third-party financial
institutions was $100 million. Note 4 of Notes to Consolidated Financial Statements includes
additional discussion of the activity related to this program.
Termination of this program would require us to obtain alternate working capital funding, which
would result in an increase in accounts receivable and either increased debt or reduced cash on our
consolidated balance sheet. However, as of December 31, 2007, the termination of this program
would not have had a material effect on our liquidity, particularly considering the reduction in
the utilization of the program during 2007 as discussed above, and would not have affected our
ability to comply with restrictive covenants in our credit facilities. We are not aware of any
existing circumstances that are reasonably likely to result in the termination or material
reduction in the availability of this program prior to its maturity.
42
NEW ACCOUNTING PRONOUNCEMENTS
As discussed in Note 1 of Notes to Consolidated Financial Statements, certain new financial
accounting pronouncements have been issued which either have already been reflected in the
accompanying consolidated financial statements, or will become effective for our financial
statements at various dates in the future. The adoption of these pronouncements has not had, and
is not expected to have, a material effect on our consolidated financial statements.
CRITICAL ACCOUNTING POLICIES INVOLVING CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with United States generally accepted
accounting principles requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual results could
differ from those estimates. The following summary provides further information about our critical
accounting policies that involve critical accounting estimates, and should be read in conjunction
with Note 1 of Notes to Consolidated Financial Statements, which summarizes our significant
accounting policies. The following accounting policies involve estimates that are considered
critical due to the level of sensitivity and judgment involved, as well as the impact on our
consolidated financial position and results of operations. We believe that all of our estimates
are reasonable.
Impairment of Assets
Long-lived assets (excluding goodwill, intangible assets with indefinite lives, equity method
investments, and deferred tax assets) are required to be tested for recoverability whenever events
or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
An impairment loss should be recognized only if the carrying amount of the asset is not recoverable
and exceeds its fair value. Goodwill and intangible assets that have indefinite useful lives must
be tested for impairment annually or more frequently if events or changes in circumstances indicate
that the asset might be impaired. An impairment loss should be recognized if the carrying amount
of the asset exceeds its fair value. We evaluate our equity method investments for impairment when
there is evidence that we may not be able to recover the carrying amount of our investments or the
investee is unable to sustain an earnings capacity that justifies the carrying amount. A loss in
the value of an investment that is other than a temporary decline is recognized currently in
earnings, and is based on the difference between the estimated current fair value of the investment
and its carrying amount.
In order to test for recoverability, management must make estimates of projected cash flows related
to the asset being evaluated which include, but are not limited to, assumptions about the use or
disposition of the asset, its estimated remaining life, and future expenditures necessary to
maintain its existing service potential. In order to determine fair value, management must make
certain estimates and assumptions including, among other things, an assessment of market
conditions, projected cash flows, investment rates, interest/equity rates, and growth rates, that
could significantly impact the fair value of the asset being tested for impairment. Due to the
significant subjectivity of the assumptions used to test for recoverability and to determine fair
value, changes in market conditions could result in significant impairment charges in the future,
thus affecting our earnings. Our impairment evaluations are based on assumptions that are
consistent with our business plans. However, providing sensitivity analysis if other assumptions
were used in performing the impairment evaluations is not practicable due to the significant number
of assumptions involved in the estimates.
Environmental Liabilities
Our operations are subject to extensive environmental regulation by federal, state, and local
authorities relating primarily to discharge of materials into the environment, waste management,
and pollution prevention measures. Future legislative action and regulatory initiatives could
result in changes to required operating permits,
43
additional remedial actions, or increased capital expenditures and operating costs that cannot be
assessed with certainty at this time.
Accruals for environmental liabilities are based on best estimates of probable undiscounted future
costs assuming currently available remediation technology and applying current regulations, as well
as our own internal environmental policies. However, environmental liabilities are difficult to
assess and estimate due to uncertainties related to the magnitude of possible remediation, the
timing of such remediation, and the determination of our obligation in proportion to other parties.
Such estimates are subject to change due to many factors, including the identification of new
sites requiring remediation, changes in environmental laws and regulations and their
interpretation, additional information related to the extent and nature of remediation efforts, and
potential improvements in remediation technologies. An estimate of the sensitivity to earnings for
changes in those factors is not practicable due to the number of contingencies that must be
assessed, the number of underlying assumptions, and the wide range of possible outcomes.
The balance of and changes in our accruals for environmental matters as of and for the years ended
December 31, 2007, 2006, and 2005 is included in Note 23 of Notes to Consolidated Financial
Statements. We believe that we have adequately accrued for our environmental exposures.
Pension and Other Postretirement Benefit Obligations
We have significant pension and other postretirement benefit liabilities and costs that are
developed from actuarial valuations. Inherent in these valuations are key assumptions including
discount rates, expected return on plan assets, future compensation increases, and health care cost
trend rates. Changes in these assumptions are primarily influenced by factors outside of our
control. For example, the discount rate assumption is based on a review of long-term bonds that
receive one of the two highest ratings given by a recognized rating agency as of the end of each
year, while the expected return on plan assets is based on a compounded return calculated for us by
an outside consultant using historical market index data with an asset allocation of 65% equities
and 35% bonds, which is representative of the asset mix in our qualified pension plans. These
assumptions can have a significant effect on the amounts reported in our consolidated financial
statements. For example, a 0.25% decrease in the assumptions related to the discount rate or
expected return on plan assets or a 0.25% increase in the assumptions related to the health care
cost trend rate or rate of compensation increase would have the following effects on the projected
benefit obligation as of December 31, 2007 and net periodic benefit cost for the year ending
December 31, 2008 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Pension |
|
Postretirement |
|
|
Benefits |
|
Benefits |
Increase in projected benefit obligation resulting from: |
|
|
|
|
|
|
|
|
Discount rate decrease |
|
$ |
56 |
|
|
$ |
15 |
|
Compensation rate increase |
|
|
23 |
|
|
|
- |
|
Health care cost trend rate increase |
|
|
- |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
Increase in expense resulting from: |
|
|
|
|
|
|
|
|
Discount rate decrease |
|
|
7 |
|
|
|
1 |
|
Expected return on plan assets decrease |
|
|
3 |
|
|
|
- |
|
Compensation rate increase |
|
|
5 |
|
|
|
- |
|
Health care cost trend rate increase |
|
|
- |
|
|
|
1 |
|
Tax Liabilities
Our operations are subject to extensive tax liabilities, including federal, state, and foreign
income taxes. We are also subject to various transactional taxes such as excise, sales/use,
payroll, franchise, withholding, and ad
44
valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are
continuously being enacted or proposed, and the implementation of future legislative and regulatory
tax initiatives could result in increased tax liabilities that cannot be predicted at this time.
In addition, we have received claims from various jurisdictions related to certain tax matters.
Tax liabilities include potential assessments of penalty and interest amounts.
We record tax liabilities based on our assessment of existing tax laws and regulations. A
contingent loss related to a transactional tax claim is recorded if the loss is both probable and
estimable. The recording of our tax liabilities requires significant judgments and estimates.
Actual tax liabilities can vary from our estimates for a variety of reasons, including different
interpretations of tax laws and regulations and different assessments of the amount of tax due. In
addition, in determining our income tax provision, we must assess the likelihood that our deferred
tax assets, primarily consisting of net operating loss and tax credit carryforwards, will be
recovered through future taxable income. Significant judgment is required in estimating the amount
of valuation allowance, if any, that should be recorded against those deferred income tax assets.
If our actual results of operations differ from such estimates or our estimates of future taxable
income change, the valuation allowance may need to be revised. However, an estimate of the
sensitivity to earnings that would result from changes in the assumptions and estimates used in
determining our tax liabilities is not practicable due to the number of assumptions and tax laws
involved, the various potential interpretations of the tax laws, and the wide range of possible
outcomes.
Legal Liabilities
A variety of claims have been made against us in various lawsuits. Although we have been
successful in defending litigation in the past, we cannot be assured of similar success in future
litigation due to the inherent uncertainty of litigation and the individual fact circumstances in
each case. We record a liability related to a loss contingency attributable to such legal matters
if we determine the loss to be both probable and estimable. The recording of such liabilities
requires judgments and estimates, the results of which can vary significantly from actual
litigation results due to differing interpretations of relevant law and differing opinions
regarding the degree of potential liability and the assessment of reasonable damages. However, an
estimate of the sensitivity to earnings if other assumptions were used in recording our legal
liabilities is not practicable due to the number of contingencies that must be assessed and the
wide range of reasonably possible outcomes, both in terms of the probability of loss and the
estimates of such loss.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COMMODITY PRICE RISK
We are exposed to market risks related to the volatility of crude oil and refined product prices,
as well as volatility in the price of natural gas used in our refining operations. In order to
reduce the risks of these price fluctuations, we use derivative commodity instruments to hedge a
portion of our refinery feedstock and refined product inventories and a portion of our unrecognized
firm commitments to purchase these inventories (fair value hedges). The carrying amount of our
refinery feedstock and refined product inventories was $3.9 billion and $3.7 billion as of December
31, 2007 and 2006, respectively, and the fair value of such inventories was $10.1 billion and $6.6
billion as of December 31, 2007 and 2006, respectively. From time to time, we use derivative
commodity instruments to hedge the price risk of forecasted transactions such as forecasted
feedstock and product purchases, refined product sales, and natural gas purchases (cash flow
hedges). We also use derivative commodity instruments that do not receive hedge accounting
treatment to manage our exposure to price volatility on a portion of our refinery feedstock and
refined product inventories and on certain forecasted feedstock and product purchases, refined
product sales, and natural gas purchases. These derivative instruments are considered economic
hedges for which changes in their fair value are recorded currently in cost of sales. Finally, we
enter into derivative commodity instruments based on our fundamental
and technical analysis of
45
market conditions that we mark to market for accounting purposes. See Derivative Instruments in
Note 1 of Notes to Consolidated Financial Statements for a discussion of our accounting for the
various types of derivative transactions.
The types of instruments used in our hedging and trading activities described above include swaps,
futures, and options. Our positions in derivative commodity instruments are monitored and managed
on a daily basis by a risk control group to ensure compliance with our stated risk management
policy which has been approved by our board of directors.
The following tables provide information about our derivative commodity instruments as of December
31, 2007 and 2006 (dollars in millions, except for the weighted-average pay and receive prices as
described below), including:
|
|
|
fair value hedges, which are used to hedge our recognized refining inventories and
unrecognized firm commitments (i.e., binding agreements to purchase inventories in the
future); |
|
|
|
|
cash flow hedges, which are used to hedge our forecasted feedstock and product
purchases, refined product sales, and natural gas purchases; |
|
|
|
|
economic hedges (hedges not designated as fair value or cash flow hedges), which are used to: |
|
|
|
manage price volatility in refinery feedstock and refined product inventories, and |
|
|
|
|
manage price volatility in forecasted feedstock and product purchases, refined
product sales, and natural gas purchases; and |
|
|
|
derivative commodity instruments held or issued for trading purposes. |
The gain or loss on a derivative instrument designated and qualifying as a fair value hedge and the
offsetting loss or gain on the hedged item are recognized currently in income in the same period.
The effective portion of the gain or loss on a derivative instrument designated and qualifying as a
cash flow hedge is initially reported as a component of other comprehensive income and is then
recorded in income in the period or periods during which the hedged forecasted transaction affects
income. The ineffective portion of the gain or loss on the cash flow derivative instrument, if
any, is recognized in income as incurred. For our economic hedges and for derivative instruments
entered into by us for trading purposes, the derivative instrument is recorded at fair value and
changes in the fair value of the derivative instrument are recognized currently in income.
The following tables include only open positions at the end of the indicated reporting period, and
therefore do not include amounts related to closed cash flow hedges for which the gain or loss
remains in accumulated other comprehensive income pending consummation of the forecasted
transactions.
Contract volumes are presented in thousands of barrels (for crude oil and refined products) or in
billions of British thermal units (for natural gas). The weighted-average pay and receive prices
represent amounts per barrel (for crude oil and refined products) or amounts per million British
thermal units (for natural gas). Volumes shown for swaps represent notional volumes, which are
used to calculate amounts due under the agreements. For futures, the contract value represents the
contract price of either the long or short position multiplied by the derivative contract volume,
while the market value amount represents the period-end market price of the commodity being hedged
multiplied by the derivative contract volume. The pre-tax fair value for futures, swaps, and
options represents the fair value of the derivative contract. The pre-tax fair value for swaps
represents the excess of the receive price over the pay price multiplied by the notional contract
volumes. For futures and options, the pre-tax fair value represents (i) the excess of the market
value amount over the contract amount for long positions, or (ii) the excess of the contract amount
over the market value amount for short positions. Additionally, for futures and options, the
weighted-average pay price represents the contract price for long positions and the
weighted-average receive price represents the contract price for short positions. The
weighted-average pay price and weighted-average receive price for options represents their strike
price.
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
|
|
|
|
Wtd Avg |
|
|
Wtd Avg |
|
|
|
|
|
|
|
|
|
|
Pre-tax |
|
|
|
Contract |
|
|
Pay |
|
|
Receive |
|
|
Contract |
|
|
Market |
|
|
Fair |
|
|
|
Volumes |
|
|
Price |
|
|
Price |
|
|
Value |
|
|
Value |
|
|
Value |
|
Fair Value Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
68,873 |
|
|
$ |
97.69 |
|
|
|
N/A |
|
|
$ |
6,728 |
|
|
$ |
6,961 |
|
|
$ |
233 |
|
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
79,188 |
|
|
|
N/A |
|
|
$ |
96.89 |
|
|
|
7,673 |
|
|
|
8,005 |
|
|
|
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
18,175 |
|
|
|
81.44 |
|
|
|
98.50 |
|
|
|
N/A |
|
|
|
310 |
|
|
|
310 |
|
Swaps - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
18,175 |
|
|
|
102.55 |
|
|
|
86.25 |
|
|
|
N/A |
|
|
|
(296 |
) |
|
|
(296 |
) |
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
80,960 |
|
|
|
103.50 |
|
|
|
N/A |
|
|
|
8,379 |
|
|
|
8,596 |
|
|
|
217 |
|
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
73,735 |
|
|
|
N/A |
|
|
|
103.62 |
|
|
|
7,640 |
|
|
|
7,826 |
|
|
|
(186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
12,012 |
|
|
|
33.16 |
|
|
|
39.48 |
|
|
|
N/A |
|
|
|
76 |
|
|
|
76 |
|
Swaps - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
7,397 |
|
|
|
63.91 |
|
|
|
54.25 |
|
|
|
N/A |
|
|
|
(71 |
) |
|
|
(71 |
) |
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
77,902 |
|
|
|
96.20 |
|
|
|
N/A |
|
|
|
7,494 |
|
|
|
7,802 |
|
|
|
308 |
|
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
76,426 |
|
|
|
N/A |
|
|
|
96.18 |
|
|
|
7,351 |
|
|
|
7,663 |
|
|
|
(312 |
) |
Options - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
89 |
|
|
|
47.72 |
|
|
|
N/A |
|
|
|
- |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
14,677 |
|
|
|
11.77 |
|
|
|
12.98 |
|
|
|
N/A |
|
|
|
18 |
|
|
|
18 |
|
Swaps - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
15,952 |
|
|
|
12.47 |
|
|
|
11.56 |
|
|
|
N/A |
|
|
|
(15 |
) |
|
|
(15 |
) |
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
28,801 |
|
|
|
98.01 |
|
|
|
N/A |
|
|
|
2,823 |
|
|
|
2,923 |
|
|
|
100 |
|
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
28,766 |
|
|
|
N/A |
|
|
|
98.20 |
|
|
|
2,824 |
|
|
|
2,920 |
|
|
|
(96 |
) |
Options - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (crude oil and refined products) |
|
|
66 |
|
|
|
N/A |
|
|
|
49.00 |
|
|
|
1 |
|
|
|
1 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pre-tax fair value of open positions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(45 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
Wtd Avg |
|
|
Wtd Avg |
|
|
|
|
|
|
|
|
|
|
Pre-tax |
|
|
|
Contract |
|
|
Pay |
|
|
Receive |
|
|
Contract |
|
|
Market |
|
|
Fair |
|
|
|
Volumes |
|
|
Price |
|
|
Price |
|
|
Value |
|
|
Value |
|
|
Value |
|
Fair Value Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
15,261 |
|
|
$ |
63.66 |
|
|
|
N/A |
|
|
$ |
972 |
|
|
$ |
949 |
|
|
$ |
(23 |
) |
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
22,091 |
|
|
|
N/A |
|
|
$ |
64.56 |
|
|
|
1,426 |
|
|
|
1,379 |
|
|
|
47 |
|
|
Cash Flow Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
39,125 |
|
|
|
70.14 |
|
|
|
65.16 |
|
|
|
N/A |
|
|
|
(195 |
) |
|
|
(195 |
) |
Swaps - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
39,125 |
|
|
|
69.66 |
|
|
|
76.30 |
|
|
|
N/A |
|
|
|
260 |
|
|
|
260 |
|
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
21,087 |
|
|
|
64.75 |
|
|
|
N/A |
|
|
|
1,365 |
|
|
|
1,336 |
|
|
|
(29 |
) |
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
18,356 |
|
|
|
N/A |
|
|
|
64.82 |
|
|
|
1,190 |
|
|
|
1,161 |
|
|
|
29 |
|
|
Economic Hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
13,244 |
|
|
|
12.02 |
|
|
|
11.02 |
|
|
|
N/A |
|
|
|
(13 |
) |
|
|
(13 |
) |
2007 (natural gas) |
|
|
893 |
|
|
|
0.76 |
|
|
|
0.78 |
|
|
|
N/A |
|
|
|
- |
|
|
|
- |
|
Swaps - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
7,605 |
|
|
|
26.47 |
|
|
|
27.66 |
|
|
|
N/A |
|
|
|
9 |
|
|
|
9 |
|
2007 (natural gas) |
|
|
833 |
|
|
|
0.85 |
|
|
|
0.89 |
|
|
|
N/A |
|
|
|
- |
|
|
|
- |
|
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
50,442 |
|
|
|
64.28 |
|
|
|
N/A |
|
|
|
3,242 |
|
|
|
3,171 |
|
|
|
(71 |
) |
2007 (natural gas) |
|
|
400 |
|
|
|
7.33 |
|
|
|
N/A |
|
|
|
3 |
|
|
|
3 |
|
|
|
- |
|
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
51,623 |
|
|
|
N/A |
|
|
|
64.15 |
|
|
|
3,312 |
|
|
|
3,252 |
|
|
|
60 |
|
2007 (natural gas) |
|
|
400 |
|
|
|
N/A |
|
|
|
8.21 |
|
|
|
3 |
|
|
|
3 |
|
|
|
- |
|
Options - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
31 |
|
|
|
84.29 |
|
|
|
N/A |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Options - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
1,478 |
|
|
|
N/A |
|
|
|
61.94 |
|
|
|
- |
|
|
|
(6 |
) |
|
|
6 |
|
|
Trading Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures - long: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
801 |
|
|
|
77.29 |
|
|
|
N/A |
|
|
|
62 |
|
|
|
59 |
|
|
|
(3 |
) |
Futures - short: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 (crude oil and refined products) |
|
|
801 |
|
|
|
N/A |
|
|
|
84.87 |
|
|
|
68 |
|
|
|
58 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pre-tax fair value of open positions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
INTEREST RATE RISK
In general, our primary market risk exposure for changes in interest rates relates to our long-term
debt obligations. We manage our exposure to changing interest rates through the use of a
combination of fixed-rate and floating-rate debt. In addition, we sometimes utilize interest rate
swap agreements to manage a portion of our exposure to changing interest rates by converting
certain fixed-rate debt to floating rate. These interest rate swap agreements are generally
accounted for as fair value hedges. The gain or loss on the derivative instrument and the gain or
loss on the debt that is being hedged are recorded in interest expense. The recorded amounts of
the derivative instrument and long-term debt balances are adjusted accordingly. We had no interest
rate derivative instruments outstanding as of December 31, 2007 and 2006.
The following table provides information about our long-term debt instruments (dollars in
millions), the fair value of which is sensitive to changes in interest rates. Principal cash flows
and related weighted-average interest rates by expected maturity dates are presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
Expected Maturity Dates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There- |
|
|
|
Fair |
|
|
2008 |
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
after |
|
Total |
|
Value |
Long-term Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate |
|
$ |
356 |
|
|
$ |
209 |
|
|
$ |
33 |
|
|
$ |
418 |
|
|
$ |
759 |
|
|
$ |
5,086 |
|
|
$ |
6,861 |
|
|
$ |
7,109 |
|
Average interest rate |
|
|
9.4 |
% |
|
|
3.6 |
% |
|
|
6.8 |
% |
|
|
6.4 |
% |
|
|
6.9 |
% |
|
|
6.7 |
% |
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
Expected Maturity Dates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There- |
|
|
|
Fair |
|
|
2007 |
|
2008 |
|
2009 |
|
2010 |
|
2011 |
|
after |
|
Total |
|
Value |
Long-term Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate |
|
$ |
462 |
|
|
$ |
6 |
|
|
$ |
209 |
|
|
$ |
33 |
|
|
$ |
418 |
|
|
$ |
3,946 |
|
|
$ |
5,074 |
|
|
$ |
5,361 |
|
Average interest rate |
|
|
7.3 |
% |
|
|
6.0 |
% |
|
|
3.6 |
% |
|
|
6.8 |
% |
|
|
6.4 |
% |
|
|
7.1 |
% |
|
|
6.9 |
% |
|
|
|
|
FOREIGN CURRENCY RISK
We enter into foreign currency exchange and purchase contracts to manage our exposure to exchange
rate fluctuations on transactions related to our Canadian operations. Changes in the fair value of
these contracts are recognized currently in income and are intended to offset the income effect of
translating the foreign currency denominated transactions that they are intended to hedge.
As of December 31, 2007, we had commitments to purchase $507 million of U.S. dollars. Our market
risk was minimal on these contracts, as they matured on or before January 29, 2008, resulting in a
2008 loss of $2 million.
49
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934) for
Valero. Our management evaluated the effectiveness of Valeros internal control over financial
reporting as of December 31, 2007. In its evaluation, management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework. Management believes that as of December 31, 2007, our internal control over
financial reporting was effective based on those criteria.
Our independent registered public accounting firm has issued an attestation report on the
effectiveness of our internal control over financial reporting, which begins on page 52 of this
report.
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
of Valero Energy Corporation and subsidiaries:
We have audited the accompanying consolidated balance sheets of Valero Energy Corporation and
subsidiaries (the Company) as of December 31, 2007 and 2006, and the related consolidated
statements of income, stockholders equity, cash flows and comprehensive income for each of the
years in the three-year period ended December 31, 2007. These consolidated financial statements are
the responsibility of the Companys management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (the PCAOB). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Valero Energy Corporation and subsidiaries as of
December 31, 2007 and 2006, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 2007, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions
of Emerging Issues Task Force Issue No. 04-13, Accounting for Purchases and Sales of Inventory with
the Same Counterparty, and Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, effective January 1, 2006.
We also have audited, in accordance with the standards of the PCAOB, the Companys internal control
over financial reporting as of December 31, 2007, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 27, 2008, expressed an unqualified opinion on the
effectiveness of the Companys internal control over financial reporting.
/s/ KPMG LLP
San Antonio, Texas
February 27, 2008
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
of Valero Energy Corporation and subsidiaries:
We have audited Valero Energy Corporation and subsidiaries (the Company) internal control over
financial reporting as of December 31, 2007, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Managements Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (the PCAOB). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Valero Energy Corporation and subsidiaries maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2007, based on criteria
established in Internal Control-Integrated Framework issued by COSO.
52
We also have audited, in accordance with the standards of the PCAOB, the consolidated balance
sheets of Valero Energy Corporation and subsidiaries as of December 31, 2007 and 2006, and the
related consolidated statements of income, stockholders equity, cash flows and comprehensive
income for each of the years in the three-year period ended December 31, 2007, and our report dated
February 27, 2008 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
San Antonio, Texas
February 27, 2008
53
VALERO ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Millions of Dollars, Except Par Value)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and temporary cash investments |
|
$ |
2,464 |
|
|
$ |
1,590 |
|
Restricted cash |
|
|
31 |
|
|
|
31 |
|
Receivables, net |
|
|
7,691 |
|
|
|
4,384 |
|
Inventories |
|
|
4,184 |
|
|
|
3,979 |
|
Income taxes receivable |
|
|
- |
|
|
|
32 |
|
Deferred income taxes |
|
|
247 |
|
|
|
143 |
|
Prepaid expenses and other |
|
|
175 |
|
|
|
145 |
|
Assets held for sale |
|
|
- |
|
|
|
1,527 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
14,792 |
|
|
|
11,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, at cost |
|
|
25,787 |
|
|
|
23,421 |
|
Accumulated depreciation |
|
|
(4,078 |
) |
|
|
(3,241 |
) |
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
21,709 |
|
|
|
20,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
|
290 |
|
|
|
303 |
|
Goodwill |
|
|
4,061 |
|
|
|
4,103 |
|
Deferred charges and other assets, net |
|
|
1,870 |
|
|
|
1,336 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
42,722 |
|
|
$ |
37,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt and capital lease obligations |
|
$ |
392 |
|
|
$ |
475 |
|
Accounts payable |
|
|
9,596 |
|
|
|
6,841 |
|
Accrued expenses |
|
|
502 |
|
|
|
507 |
|
Taxes other than income taxes |
|
|
632 |
|
|
|
584 |
|
Income taxes payable |
|
|
499 |
|
|
|
23 |
|
Deferred income taxes |
|
|
293 |
|
|
|
363 |
|
Liabilities related to assets held for sale |
|
|
- |
|
|
|
67 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
11,914 |
|
|
|
8,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations, less current portion |
|
|
6,470 |
|
|
|
4,619 |
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
4,021 |
|
|
|
4,047 |
|
|
|
|
|
|
|
|
Other long-term liabilities |
|
|
1,810 |
|
|
|
1,622 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value; 1,200,000,000 shares authorized;
627,501,593 and 627,501,593 shares issued |
|
|
6 |
|
|
|
6 |
|
Additional paid-in capital |
|
|
7,111 |
|
|
|
7,779 |
|
Treasury stock, at cost; 90,841,602 and 23,738,162 common shares |
|
|
(6,097 |
) |
|
|
(1,396 |
) |
Retained earnings |
|
|
16,914 |
|
|
|
11,951 |
|
Accumulated other comprehensive income |
|
|
573 |
|
|
|
265 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
18,507 |
|
|
|
18,605 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
42,722 |
|
|
$ |
37,753 |
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
54
VALERO ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Millions of Dollars, Except per Share Amounts and Supplemental Information)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Operating revenues (1) (2) |
|
$ |
95,327 |
|
|
$ |
87,640 |
|
|
$ |
80,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (1) |
|
|
81,645 |
|
|
|
73,863 |
|
|
|
70,438 |
|
Refining operating expenses |
|
|
4,016 |
|
|
|
3,622 |
|
|
|
2,816 |
|
Retail selling expenses |
|
|
750 |
|
|
|
719 |
|
|
|
700 |
|
General and administrative expenses |
|
|
638 |
|
|
|
598 |
|
|
|
558 |
|
Depreciation and amortization expense |
|
|
1,360 |
|
|
|
1,116 |
|
|
|
836 |
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
88,409 |
|
|
|
79,918 |
|
|
|
75,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
6,918 |
|
|
|
7,722 |
|
|
|
5,268 |
|
Equity in earnings of NuStar Energy L.P. |
|
|
- |
|
|
|
45 |
|
|
|
41 |
|
Other income, net |
|
|
167 |
|
|
|
350 |
|
|
|
53 |
|
Interest and debt expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Incurred |
|
|
(466 |
) |
|
|
(377 |
) |
|
|
(334 |
) |
Capitalized |
|
|
107 |
|
|
|
165 |
|
|
|
66 |
|
Minority interest in net income of NuStar GP Holdings, LLC |
|
|
- |
|
|
|
(7 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income tax expense |
|
|
6,726 |
|
|
|
7,898 |
|
|
|
5,094 |
|
Income tax expense |
|
|
2,161 |
|
|
|
2,611 |
|
|
|
1,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
4,565 |
|
|
|
5,287 |
|
|
|
3,473 |
|
Income from discontinued operations, net of income tax expense |
|
|
669 |
|
|
|
176 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
5,234 |
|
|
|
5,463 |
|
|
|
3,590 |
|
Preferred stock dividends |
|
|
- |
|
|
|
2 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common stock |
|
$ |
5,234 |
|
|
$ |
5,461 |
|
|
$ |
3,577 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
8.08 |
|
|
$ |
8.65 |
|
|
$ |
6.30 |
|
Discontinued operations |
|
|
1.19 |
|
|
|
0.29 |
|
|
|
0.21 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9.27 |
|
|
$ |
8.94 |
|
|
$ |
6.51 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
(in millions) |
|
|
565 |
|
|
|
611 |
|
|
|
549 |
|
|
Earnings per common share - assuming dilution: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
7.72 |
|
|
$ |
8.36 |
|
|
$ |
5.90 |
|
Discontinued operations |
|
|
1.16 |
|
|
|
0.28 |
|
|
|
0.20 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8.88 |
|
|
$ |
8.64 |
|
|
$ |
6.10 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding -
assuming dilution (in millions) |
|
|
579 |
|
|
|
632 |
|
|
|
588 |
|
|
Dividends per common share |
|
$ |
0.48 |
|
|
$ |
0.30 |
|
|
$ |
0.19 |
|
|
Supplemental information (billions of dollars): |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes amounts related to crude oil buy/sell
arrangements: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
|
N/A |
|
|
|
N/A |
|
|
$ |
7.8 |
|
Cost of sales |
|
|
N/A |
|
|
|
N/A |
|
|
|
7.8 |
|
(2) Includes excise taxes on sales by our U.S. retail
system |
|
$ |
0.8 |
|
|
$ |
0.8 |
|
|
|
0.8 |
|
See Notes to Consolidated Financial Statements.
55
VALERO ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Millions of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
Preferred |
|
|
Common |
|
|
Paid-in |
|
|
Treasury |
|
|
Retained |
|
|
Comprehensive |
|
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Stock |
|
|
Earnings |
|
|
Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2004 |
|
$ |
208 |
|
|
$ |
5 |
|
|
$ |
4,356 |
|
|
$ |
(199 |
) |
|
$ |
3,199 |
|
|
$ |
229 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,590 |
|
|
|
- |
|
Dividends on common stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(103 |
) |
|
|
- |
|
Dividends on and accretion of preferred stock |
|
|
10 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(13 |
) |
|
|
- |
|
Conversion of preferred stock |
|
|
(150 |
) |
|
|
- |
|
|
|
150 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Issuance of common stock in connection
with the Premcor Acquisition |
|
|
- |
|
|
|
1 |
|
|
|
3,177 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Fair value of replacement stock
options issued in connection with
the Premcor Acquisition |
|
|
- |
|
|
|
- |
|
|
|
595 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Stock-based compensation expense |
|
|
- |
|
|
|
- |
|
|
|
51 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Shares issued, net of shares repurchased,
in connection with employee stock
plans and other |
|
|
- |
|
|
|
- |
|
|
|
(165 |
) |
|
|
3 |
|
|
|
- |
|
|
|
- |
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005 |
|
|
68 |
|
|
|
6 |
|
|
|
8,164 |
|
|
|
(196 |
) |
|
|
6,673 |
|
|
|
335 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,463 |
|
|
|
- |
|
Dividends on common stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(183 |
) |
|
|
- |
|
Dividends on and accretion of preferred stock |
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2 |
) |
|
|
- |
|
Conversion of preferred stock |
|
|
(69 |
) |
|
|
- |
|
|
|
69 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Credits from subsidiary stock sales, net of tax |
|
|
- |
|
|
|
- |
|
|
|
101 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Stock-based compensation expense |
|
|
- |
|
|
|
- |
|
|
|
81 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Shares repurchased, net of shares issued,
in connection with employee stock
plans and other |
|
|
- |
|
|
|
- |
|
|
|
(636 |
) |
|
|
(1,200 |
) |
|
|
- |
|
|
|
- |
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
29 |
|
Adjustment to initially apply
FASB Statement No. 158, net of tax |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006 |
|
|
- |
|
|
|
6 |
|
|
|
7,779 |
|
|
|
(1,396 |
) |
|
|
11,951 |
|
|
|
265 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,234 |
|
|
|
- |
|
Dividends on common stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(271 |
) |
|
|
- |
|
Stock-based compensation expense |
|
|
- |
|
|
|
- |
|
|
|
89 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Shares repurchased under $6 billion
common
stock purchase program |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4,873 |
) |
|
|
- |
|
|
|
- |
|
Shares issued, net of shares repurchased,
in connection with employee stock
plans and other |
|
|
- |
|
|
|
- |
|
|
|
(757 |
) |
|
|
172 |
|
|
|
- |
|
|
|
- |
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007 |
|
$ |
- |
|
|
$ |
6 |
|
|
$ |
7,111 |
|
|
$ |
(6,097 |
) |
|
$ |
16,914 |
|
|
$ |
573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
56
VALERO ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,234 |
|
|
$ |
5,463 |
|
|
$ |
3,590 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
1,376 |
|
|
|
1,155 |
|
|
|
840 |
|
Gain on sale of Lima Refinery |
|
|
(827 |
) |
|
|
- |
|
|
|
- |
|
Minority interest in net income of NuStar GP Holdings, LLC |
|
|
- |
|
|
|
7 |
|
|
|
- |
|
Gain on sale of NuStar GP Holdings, LLC |
|
|
- |
|
|
|
(328 |
) |
|
|
- |
|
Gain on sale of investment in Javelina joint venture |
|
|
- |
|
|
|
- |
|
|
|
(55 |
) |
Noncash interest expense and other income, net |
|
|
(10 |
) |
|
|
24 |
|
|
|
31 |
|
Stock-based compensation expense |
|
|
100 |
|
|
|
108 |
|
|
|
80 |
|
Deferred income tax expense (benefit) |
|
|
(131 |
) |
|
|
290 |
|
|
|
255 |
|
Changes in current assets and current liabilities |
|
|
(469 |
) |
|
|
(144 |
) |
|
|
1,082 |
|
Changes in deferred charges and credits and other operating activities, net |
|
|
(15 |
) |
|
|
(263 |
) |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
5,258 |
|
|
|
6,312 |
|
|
|
5,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(2,260 |
) |
|
|
(3,187 |
) |
|
|
(2,133 |
) |
Deferred turnaround and catalyst costs |
|
|
(518 |
) |
|
|
(569 |
) |
|
|
(441 |
) |
Proceeds from sale of Lima Refinery |
|
|
2,428 |
|
|
|
- |
|
|
|
- |
|
Premcor Acquisition, net of cash acquired |
|
|
- |
|
|
|
- |
|
|
|
(2,343 |
) |
Proceeds from sale of NuStar GP Holdings, LLC |
|
|
- |
|
|
|
880 |
|
|
|
- |
|
Proceeds from sale of Denver Refinery |
|
|
- |
|
|
|
- |
|
|
|
45 |
|
Proceeds from sale of investment in Javelina joint venture |
|
|
- |
|
|
|
- |
|
|
|
78 |
|
General partner contribution to NuStar Energy L.P |
|
|
- |
|
|
|
- |
|
|
|
(29 |
) |
Contingent payments in connection with acquisitions |
|
|
(75 |
) |
|
|
(101 |
) |
|
|
(85 |
) |
(Investment) return of investment in Cameron Highway Oil Pipeline Project, net |
|
|
(209 |
) |
|
|
(26 |
) |
|
|
38 |
|
Distributions in excess of equity in earnings of NuStar Energy L.P |
|
|
- |
|
|
|
8 |
|
|
|
- |
|
Proceeds from minor dispositions of property, plant and equipment |
|
|
63 |
|
|
|
64 |
|
|
|
30 |
|
Minor acquisitions and other investing activities, net |
|
|
(11 |
) |
|
|
(40 |
) |
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(582 |
) |
|
|
(2,971 |
) |
|
|
(4,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term notes: |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
2,245 |
|
|
|
- |
|
|
|
- |
|
Repayments |
|
|
(463 |
) |
|
|
(249 |
) |
|
|
(874 |
) |
Bank credit agreements: |
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
3,000 |
|
|
|
830 |
|
|
|
1,617 |
|
Repayments |
|
|
(3,000 |
) |
|
|
(830 |
) |
|
|
(1,617 |
) |
Termination of interest rate swaps |
|
|
- |
|
|
|
(54 |
) |
|
|
- |
|
Purchase of treasury stock |
|
|
(5,788 |
) |
|
|
(2,020 |
) |
|
|
(571 |
) |
Issuance of common stock in connection with employee benefit plans |
|
|
159 |
|
|
|
122 |
|
|
|
182 |
|
Benefit from tax deduction in excess of recognized stock-based
compensation cost |
|
|
311 |
|
|
|
206 |
|
|
|
- |
|
Common and preferred stock dividends |
|
|
(271 |
) |
|
|
(184 |
) |
|
|
(106 |
) |
Cash distributions to minority interest in NuStar GP Holdings, LLC |
|
|
- |
|
|
|
(4 |
) |
|
|
- |
|
Other financing activities |
|
|
(24 |
) |
|
|
(5 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(3,831 |
) |
|
|
(2,188 |
) |
|
|
(1,382 |
) |
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash |
|
|
29 |
|
|
|
1 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and temporary cash investments |
|
|
874 |
|
|
|
1,154 |
|
|
|
(428 |
) |
Cash and temporary cash investments at beginning of year |
|
|
1,590 |
|
|
|
436 |
|
|
|
864 |
|
|
|
|
|
|
|
|
|
|
|
Cash and temporary cash investments at end of year |
|
$ |
2,464 |
|
|
$ |
1,590 |
|
|
$ |
436 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
57
VALERO ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Millions of Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
5,234 |
|
|
$ |
5,463 |
|
|
$ |
3,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
250 |
|
|
|
(11 |
) |
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and other postretirement benefits: |
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss)
arising during the year, net of
income tax (expense) benefit of $(55), $-, and $- |
|
|
80 |
|
|
|
(1 |
) |
|
|
(1 |
) |
Net loss
reclassified into income,
net of income tax benefit of $4, $-, and $- |
|
|
6 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on pension and other
postretirement benefits |
|
|
86 |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on derivative instruments
designated and qualifying as cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) arising during the year,
net of income tax (expense) benefit of
$6, $(38), and $117 |
|
|
(11 |
) |
|
|
70 |
|
|
|
(218 |
) |
Net (gain) loss reclassified into income,
net of income tax expense (benefit) of
$9, $15, and $(146) |
|
|
(17 |
) |
|
|
(29 |
) |
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on cash flow hedges |
|
|
(28 |
) |
|
|
41 |
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
308 |
|
|
|
29 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
5,542 |
|
|
$ |
5,492 |
|
|
$ |
3,696 |
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
58
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
As used in this report, the terms Valero, we, us, or our may refer to Valero Energy
Corporation, one or more of its consolidated subsidiaries, or all of them taken as a whole. We are
an independent refining and marketing company and own and operate 17 refineries (seven in Texas,
two each in California and Louisiana, and one each in Delaware, Oklahoma, New Jersey, Tennessee,
Aruba, and Quebec, Canada) with a combined total throughput capacity as of December 31, 2007 of
approximately 3.1 million barrels per day. We market our refined products through an extensive
bulk and rack marketing network and approximately 5,800 retail and wholesale branded outlets in the
United States and eastern Canada under various brand names including Valero®, Diamond
Shamrock®, Shamrock®, Ultramar®, and
Beacon®. Our operations are affected by:
|
|
|
company-specific factors, primarily refinery utilization rates and refinery maintenance
turnarounds; |
|
|
|
|
seasonal factors, such as the demand for refined products during the summer driving
season and heating oil during the winter season; and |
|
|
|
|
industry factors, such as movements in and the level of crude oil prices including the
effect of quality differential between grades of crude oil, the demand for and prices of
refined products, industry supply capacity, and competitor refinery maintenance
turnarounds. |
These consolidated financial statements include the accounts of Valero and subsidiaries in which
Valero has a controlling interest. Intercompany balances and transactions have been eliminated in
consolidation. Investments in significant noncontrolled entities are accounted for using the equity
method of accounting.
As discussed in Note 2, the assets and liabilities of the Lima Refinery, as well as inventory sold
by our marketing and supply subsidiary associated with this transaction, have been reclassified as
held for sale as of December 31, 2006, and the results of operations of the Lima Refinery have been
presented as discontinued operations in the consolidated statements of income for all periods
presented.
On July 19, 2006, we sold a 40.6% interest in NuStar GP Holdings, LLC (formerly Valero GP Holdings,
LLC), which indirectly owned the general partner interest, incentive distribution rights, and a
21.4% limited partner interest in NuStar Energy L.P. (formerly Valero L.P.) On December 22, 2006,
we sold our remaining interest in NuStar GP Holdings, LLC. These financial statements consolidate
NuStar GP Holdings, LLC through December 21, 2006, with net income attributable to the 40.6%
interest held by public unitholders from July 19, 2006 through December 21, 2006 presented as a
minority interest in the consolidated statement of income. See Note 9 under Sale of NuStar GP
Holdings, LLC for a discussion of the sale of NuStar GP Holdings, LLC.
The term UDS Acquisition refers to the merger of Ultramar Diamond Shamrock Corporation (UDS) into
Valero effective December 31, 2001.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted
accounting principles (GAAP) requires our management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates. On an ongoing basis, management reviews its estimates
based on currently available information. Changes in facts and circumstances may result in revised
estimates.
59
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash and Temporary Cash Investments
Our temporary cash investments are highly liquid, low-risk debt instruments that have a maturity of
three months or less when acquired. Cash and temporary cash investments exclude cash that is not
available to us due to restrictions related to its use. Such amounts are segregated in the
consolidated balance sheets in restricted cash (see Note 3).
Inventories
Inventories are carried at the lower of cost or market. The cost of refinery feedstocks purchased
for processing and refined products are determined under the last-in, first-out (LIFO) method using
the dollar-value LIFO method, with any increments valued based on average purchase prices during
the year. The cost of feedstocks and products purchased for resale and the cost of materials,
supplies, and convenience store merchandise are determined principally under the weighted-average
cost method.
Effective January 1, 2006, we adopted the provisions of Financial Accounting Standards Board (FASB)
Statement No. 151, Inventory Costs, which clarifies the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material and requires that those items be
recognized as current-period charges. Statement No. 151 also requires that allocation of fixed
production overhead to the costs of conversion be based on the normal capacity of the production
facilities. The adoption of Statement No. 151 did not affect our financial position or results of
operations.
Property, Plant and Equipment
Additions to property, plant and equipment, including capitalized interest and certain costs
allocable to construction and property purchases, are recorded at cost.
The costs of minor property units (or components of property units), net of salvage value, retired
or abandoned are charged or credited to accumulated depreciation under the composite method of
depreciation. Gains or losses on sales or other dispositions of major units of property are
recorded in income and are reported in depreciation and amortization expense in the consolidated
statements of income.
Depreciation of property, plant and equipment is recorded on a straight-line basis over the
estimated useful lives of the related facilities primarily using the composite method of
depreciation. Leasehold improvements and assets acquired under capital leases are amortized using
the straight-line method over the shorter of the lease term or the estimated useful life of the
related asset.
Goodwill and Intangible Assets
Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets
acquired less liabilities assumed. Intangible assets are assets that lack physical substance
(excluding financial assets). Goodwill acquired in a business combination and intangible assets
with indefinite useful lives are not amortized and intangible assets with finite useful lives are
amortized on a straight-line basis over 1 to 40 years. Goodwill and intangible assets not subject
to amortization are tested for impairment annually or more frequently if events or changes in
circumstances indicate the asset might be impaired. We use October 1 of each year as our valuation
date for annual impairment testing purposes.
60
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred Charges and Other Assets
Deferred charges and other assets, net include the following:
|
|
|
refinery turnaround costs, which are incurred in connection with planned major
maintenance activities at our refineries and which are deferred when incurred and amortized
on a straight-line basis over the period of time estimated to lapse until the next
turnaround occurs; |
|
|
|
|
fixed-bed catalyst costs, representing the cost of catalyst that is changed out at
periodic intervals when the quality of the catalyst has deteriorated beyond its prescribed
function, which are deferred when incurred and amortized on a straight-line basis over the
estimated useful life of the specific catalyst; |
|
|
|
|
investments in entities that we do not control; and |
|
|
|
|
other noncurrent assets such as long-term investments, convenience store dealer
incentive programs, pension plan assets, debt issuance costs, and various other costs. |
We evaluate our equity method investments for impairment when there is evidence that we may not be
able to recover the carrying amount of our investments or the investee is unable to sustain an
earnings capacity that justifies the carrying amount. A loss in the value of an investment that is
other than a temporary decline is recognized currently in earnings, and is based on the difference
between the estimated current fair value of the investment and its carrying amount. We believe
that the carrying amounts of our equity method investments as of December 31, 2007 are recoverable.
Effective January 1, 2006, we adopted Emerging Issues Task Force (EITF) Issue No. 04-5,
Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited
Partnership or Similar Entity When the Limited Partners Have Certain Rights (EITF No. 04-5), which
requires the general partner in a limited partnership to determine whether the limited partnership
is controlled by, and therefore should be consolidated by, the general partner. The adoption of
EITF No. 04-5 had no impact on the accounting for our investment in NuStar Energy L.P.
Impairment and Disposal of Long-Lived Assets
Long-lived assets (excluding goodwill, intangible assets with indefinite lives, equity method
investments, and deferred tax assets) are tested for recoverability whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. A long-lived asset is not
recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to
result from its use and eventual disposition. If a long-lived asset is not recoverable, an
impairment loss is recognized in an amount by which its carrying amount exceeds its fair value,
with fair value determined based on discounted estimated net cash flows. We believe that the
carrying amounts of our long-lived assets as of December 31, 2007 are recoverable.
Taxes Other than Income Taxes
Taxes other than income taxes includes primarily liabilities for ad valorem, excise, sales and
use, and payroll taxes.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred amounts are measured using enacted tax rates expected to
apply to taxable income in the year those temporary differences are expected to be recovered or
settled.
61
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes -
an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements in accordance with
FASB Statement No. 109, Accounting for Income Taxes, by prescribing a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. If a tax position is more likely than not to be
sustained upon examination, then an enterprise would be required to recognize in its financial
statements the largest amount of benefit that is greater than 50% likely of being realized
upon ultimate settlement. As discussed in Note 18, the adoption of FIN 48 effective January 1,
2007 did not materially affect our financial position or results of operations.
We have elected to classify any interest expense and penalties related to the underpayment of
income taxes in income tax expense in our consolidated statements of income.
Asset Retirement Obligations
We record a liability, which is referred to as an asset retirement obligation, at fair value for
the estimated cost to retire a tangible long-lived asset at the time we incur that liability, which
is generally when the asset is purchased, constructed, or leased. We record the liability when we
have a legal obligation to incur costs to retire the asset and when a reasonable estimate of the
fair value of the liability can be made. If a reasonable estimate cannot be made at the time the
liability is incurred, we record the liability when sufficient information is available to estimate
the liabilitys fair value.
We have asset retirement obligations with respect to certain of our refinery assets due to various
legal obligations to clean and/or dispose of various component parts of each refinery at the time
they are retired. However, these component parts can be used for extended and indeterminate
periods of time as long as they are properly maintained and/or upgraded. It is our practice and
current intent to maintain our refinery assets and continue making improvements to those assets
based on technological advances. As a result, we believe that our refineries have indeterminate
lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon
which we would retire refinery assets cannot reasonably be estimated at this time. When a date or
range of dates can reasonably be estimated for the retirement of any component part of a refinery,
we estimate the cost of performing the retirement activities and record a liability for the fair
value of that cost using established present value techniques.
We also have asset retirement obligations for the removal of underground storage tanks (USTs) for
refined products at owned and leased retail locations. There is no legal obligation to remove USTs
while they remain in service. However, environmental laws require that unused USTs be removed
within certain periods of time after the USTs no longer remain in service, usually one to two years
depending on the jurisdiction in which the USTs are located. We have estimated that USTs at our
owned retail locations will not remain in service after 25 years of use and that we will have an
obligation to remove those USTs at that time. For our leased retail locations, our lease
agreements generally require that we remove certain improvements, primarily USTs and signage, upon
termination of the lease. While our lease agreements typically contain options for multiple
renewal periods, we have not assumed that such leases will be renewed for purposes of estimating
our obligation to remove USTs and signage.
Effective December 31, 2005, we adopted FASB Interpretation No. 47, Accounting for Conditional
Asset Retirement Obligations (FIN 47). FIN 47 clarifies that the term conditional asset
retirement obligation as used in FASB Statement No. 143, Accounting for Asset Retirement
Obligations, represents a legal
62
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
obligation to perform an asset retirement activity for which the
timing and/or method of settlement are conditional on a future event that may or may not be within
the control of the entity. Since the obligation to perform the asset retirement activity is
unconditional, FIN 47 provides that a liability for the fair value of a conditional asset
retirement obligation should be recognized if its fair value can be reasonably estimated, even
though uncertainty exists about the timing and/or method of its settlement. FIN 47 also clarifies
when an entity would have sufficient information to reasonably estimate the fair value of a
conditional asset retirement obligation under FASB Statement No. 143. The adoption of FIN 47 did
not affect our financial position or results of operations.
Foreign Currency Translation
The functional currencies of our Canadian and Aruban operations are the Canadian dollar and the
Aruban florin, respectively. The translation of the Canadian operations into U.S. dollars is
computed for balance sheet accounts using exchange rates in effect as of the balance sheet date and
for revenue and expense accounts using the weighted-average exchange rates during the year.
Adjustments resulting from this translation are reported in accumulated other comprehensive
income. The value of the Aruban florin is fixed to the U.S. dollar at 1.79 Aruban florins to one
U.S. dollar. The translation of the Aruban operations into U.S. dollars is computed based on this
fixed exchange rate for both balance sheet and income statement accounts. As a result, there are
no adjustments resulting from this translation reported in accumulated other comprehensive
income.
Revenue Recognition
Revenues for products sold by both the refining and retail segments are recorded upon delivery of
the products to our customers, which is the point at which title to the products is transferred,
and when payment has either been received or collection is reasonably assured. Revenues for
services are recorded when the services have been provided.
In June 2006, the FASB ratified its consensus on EITF Issue No. 06-3, How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement
(That Is, Gross versus Net Presentation) (EITF No. 06-3). The scope of EITF No. 06-3 includes any
tax assessed by a governmental authority that is imposed concurrent with or subsequent to a
revenue-producing transaction between a seller and a customer. For taxes within the scope of this
issue that are significant in amount, the consensus requires the following disclosures: (i) the
accounting policy elected for these taxes and (ii) the amount of the taxes reflected gross in the
income statement on an interim and annual basis for all periods presented. The disclosure of those
taxes can be provided on an aggregate basis. We adopted the consensus effective January 1, 2007.
We present excise taxes on sales by our U.S. retail system on a gross basis with supplemental
information regarding the amount of such taxes included in revenues provided in a footnote on the
face of the income statement. All other excise taxes are presented on a net basis in the income
statement.
Through December 31, 2005, our operating revenues included sales related to certain buy/sell
arrangements. In September 2005, the FASB ratified its consensus on EITF Issue No. 04-13,
Accounting for Purchases and Sales of Inventory with the Same Counterparty (EITF No. 04-13),
which requires that inventory purchase and sale transactions with the same counterparty that are
entered into in contemplation of one another should be combined. The guidance in EITF No. 04-13
was effective for transactions completed in reporting periods beginning after March 15, 2006, with
early application permitted. We adopted EITF No. 04-13 on January 1, 2006.
63
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
One issue addressed by EITF No. 04-13 details factors to consider in evaluating whether certain
individual transactions to purchase and sell inventory are made in contemplation of one another and
should therefore be viewed as one transaction when applying the principles of AICPA Accounting
Principles Board (APB) Opinion No. 29, Accounting for Nonmonetary Transactions. When applying
these factors, certain of our buy/sell arrangements are deemed to be made in contemplation of one
another. Accordingly, commencing January 1, 2006, revenues and cost of sales ceased to be
recognized in connection with these arrangements. This adoption resulted in a reduction in our
operating revenues in our consolidated statement of income and a corresponding reduction in cost of
sales with no material impact on operating income, net income or net income applicable to common
stock. If we had applied EITF No. 04-13 for the year ended December 31, 2005, operating revenues
and cost of sales would have been reduced by the amounts reflected in the supplemental information
on the face of the consolidated statement of income.
We also enter into refined product exchange transactions to fulfill sales contracts with our
customers by accessing refined products in markets where we do not operate our own refinery. These
refined product exchanges are accounted for as exchanges of non-monetary assets, and no revenues
are recorded on these transactions.
Product Shipping and Handling Costs
Costs incurred for shipping and handling of products are included in cost of sales in the
consolidated statements of income.
Environmental Matters
Liabilities for future remediation costs are recorded when environmental assessments and/or
remedial efforts are probable and the costs can be reasonably estimated. Other than for
assessments, the timing and magnitude of these accruals generally are based on the completion of
investigations or other studies or a commitment to a formal plan of action. Environmental
liabilities are based on best estimates of probable undiscounted future costs over a 20-year time
period using currently available technology and applying current regulations, as well as our own
internal environmental policies. Amounts recorded for environmental liabilities have not been
reduced by possible recoveries from third parties.
Derivative Instruments
All derivative instruments are recorded in the balance sheet as either assets or liabilities
measured at their fair value. When we enter into a derivative instrument, it is designated as a
fair value hedge, a cash flow hedge, an economic hedge, or a trading instrument. For our economic
hedging relationships (hedges not designated as fair value or cash flow hedges) and for derivative
instruments entered into by us for trading purposes, the derivative instrument is recorded at fair
value and changes in the fair value of the derivative instrument are recognized currently in
income. The gain or loss on a derivative instrument designated and qualifying as a fair value
hedge, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk,
are recognized currently in income in the same period. The effective portion of the gain or loss
on a derivative instrument designated and qualifying as a cash flow hedge is initially reported as
a component of other comprehensive income and is then recorded in income in the period or periods
during which the hedged forecasted transaction affects income. The ineffective portion of the gain
or loss on the cash flow derivative instrument, if any, is recognized in income as incurred.
Income effects of commodity derivative instruments are recorded in cost of sales while income
effects of interest rate swaps (if applicable) are recorded in interest and debt expense.
64
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial Instruments
Our financial instruments include cash and temporary cash investments, restricted cash,
receivables, payables, debt, capital lease obligations, commodity derivative contracts, and foreign
currency derivative contracts. The estimated fair values of these financial instruments
approximate their carrying amounts as reflected in the consolidated balance sheets, except for
certain long-term debt as discussed in Note 12. The fair values of our debt, commodity derivative
contracts, and foreign currency derivative contracts were estimated primarily based on year-end
quoted market prices.
In February 2006, the FASB issued Statement No. 155, Accounting for Certain Hybrid Financial
Instruments, which amends Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, and Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. This statement improves the financial reporting of certain hybrid
financial instruments and simplifies the accounting for these instruments. In particular,
Statement No. 155 (i) permits fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation, (ii) clarifies which
interest-only and principal-only strips are not subject to the requirements of Statement No. 133,
(iii) establishes a requirement to evaluate interests in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation, (iv) clarifies that concentrations of credit risk in
the form of subordination are not embedded
derivatives, and (v) amends Statement No. 140 to eliminate the prohibition on a qualifying
special-purpose entity holding a derivative financial instrument that pertains to a beneficial
interest other than another derivative financial instrument. The adoption of Statement No. 155
effective January 1, 2007 did not affect our financial position or results of operations.
In March 2006, the FASB issued Statement No. 156, Accounting for Servicing of Financial Assets,
which amends Statement No. 140. Statement No. 156 requires the initial recognition at fair value
of a servicing asset or servicing liability when an obligation to service a financial asset is
undertaken by entering into a servicing contract. The adoption of Statement No. 156 effective
January 1, 2007 did not affect our financial position or results of operations.
Earnings per Common Share
Earnings per common share is computed by dividing net income applicable to common stock by the
weighted-average number of common shares outstanding for the year. Earnings per common share
assuming dilution reflects the potential dilution of our outstanding stock options and nonvested
shares granted to employees in connection with our stock compensation plans, as well as the 2%
mandatory convertible preferred stock prior to its conversion as discussed in Note 14. In
addition, see Notes 14 and 15 for a discussion of an accelerated share repurchase program during
2007 and its effect on earnings per common share assuming dilution for the year ended December 31,
2007.
Comprehensive Income
Comprehensive income consists of net income and other gains and losses affecting stockholders
equity that, under GAAP, are excluded from net income, including foreign currency translation
adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior
service costs or credits, and transition assets or obligations associated with pension or other
postretirement benefits that have not been recognized as components of net periodic benefit cost.
65
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Defined Benefit Pension and Other Postretirement Plans
In September 2006, the FASB issued Statement No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, which amends Statement No. 87, Employers Accounting for
Pensions, Statement No. 88, Employers Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits, Statement No. 106, Employers Accounting for
Postretirement Benefits Other Than Pensions, Statement No. 132 (revised 2003), Employers
Disclosures about Pensions and Other Postretirement Benefits, and other related accounting
literature.
Statement No. 158 requires an employer to recognize the overfunded or underfunded status of a
defined benefit postretirement plan as an asset or a liability in the statement of financial
position and to recognize changes in that funded status through comprehensive income in the year
the changes occur. This statement also requires an employer to measure the funded status of a plan
as of the date of the employers year-end statement of financial position. We adopted the funded
status recognition and related disclosure requirements of Statement No. 158 as of December 31,
2006, and measured the funded status of our defined benefit plans as of that date. The adoption of
Statement No. 158 did not materially affect our financial position or results of operations.
Stock-Based Compensation
Through December 31, 2005, we accounted for our employee stock compensation plans using the
intrinsic value method of accounting set forth in APB Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations as permitted by FASB Statement No. 123, Accounting for
Stock-Based Compensation.
66
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Because we accounted for our employee stock compensation plans using the intrinsic value method,
compensation cost was not recognized in the consolidated statements of income for our fixed stock
option plans as all options granted had an exercise price equal to the market value of the
underlying common stock on the date of grant. Had compensation cost for our fixed stock option
plans been determined based on the grant-date fair value of awards consistent with the alternative
method set forth in Statement No. 123, our net income applicable to common stock, net income, and
earnings per common share, both with and without dilution, for the year ended December 31, 2005
would have been reduced to the pro forma amounts indicated in the following table (in millions,
except per share amounts):
|
|
|
|
|
Net income applicable to common stock, as reported |
|
$ |
3,577 |
|
Deduct: Compensation expense on stock options
determined under fair value method for all awards,
net of related tax effects |
|
|
(19 |
) |
|
|
|
|
Pro forma net income applicable to
common stock |
|
$ |
3,558 |
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
As reported |
|
$ |
6.51 |
|
Pro forma |
|
$ |
6.48 |
|
|
|
|
|
|
Net income, as reported |
|
$ |
3,590 |
|
Deduct: Compensation expense on stock options
determined under fair value method for all awards,
net of related tax effects |
|
|
(19 |
) |
|
|
|
|
Pro forma net income |
|
$ |
3,571 |
|
|
|
|
|
|
|
|
|
|
Earnings per common share - assuming dilution: |
|
|
|
|
As reported |
|
$ |
6.10 |
|
Pro forma |
|
$ |
6.07 |
|
Stock-based compensation expense recognized for the year ended December 31, 2005 was $52 million,
net of tax benefits of $28 million.
Effective January 1, 2006, we adopted Statement No. 123 (revised 2004), Share-Based Payment
(Statement No. 123R), which requires the expensing of the fair value of stock options. The
specific impact of our adoption of Statement No. 123R will depend on levels of share-based
incentive awards granted in the future. Had we adopted Statement No. 123R in prior periods, the
impact of that standard would have approximated the impact of Statement No. 123 as described in the
disclosure of the pro forma financial information above.
We adopted the fair value recognition provisions of Statement No. 123R using the modified
prospective application. Accordingly, we are recognizing compensation expense for all newly
granted stock options and stock options modified, repurchased, or cancelled on or after January 1,
2006. In addition, compensation cost for the unvested portion of stock options and other awards
that were outstanding as of January 1, 2006 is being recognized over the remaining vesting period
based on the fair value at date of grant and the attribution approach utilized in determining the
pro forma information reflected above. Subsequent to the adoption of Statement No. 123R, our total
stock-based compensation expense recognized for the years ended December 31,
67
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2007 and 2006 was $65
million, net of tax benefits of $35 million, and $70 million, net of tax benefits of $38 million,
respectively.
Under our employee stock compensation plans, certain awards of stock options and restricted stock
provide that employees vest in the award when they retire or will continue to vest in the award
after retirement over the nominal vesting period established in the award. We previously accounted
for such awards by recognizing compensation cost, if any, under APB Opinion No. 25 and pro forma
compensation cost under Statement No. 123 over the nominal vesting period. Upon the adoption of
Statement No. 123R, compensation expense for stock options granted on or after January 1, 2006 is
being recognized on a straight-line basis, and we changed our method of recognizing compensation
cost for new grants that have retirement-eligibility provisions from the nominal vesting period
approach to the non-substantive vesting period approach. Under the non-substantive vesting period
approach, compensation cost is recognized immediately for awards granted to retirement-eligible
employees or over the period from the grant date to the date retirement eligibility is achieved if
that date is expected to occur during the nominal vesting period. If the non-substantive vesting
period approach had been used by us for awards granted prior to January 1, 2006, pro forma net
income applicable to common stock and pro forma net income amounts for the year ended December 31,
2005 would have decreased by $8 million, and net income applicable to common stock and net income
for each of the years ended December 31, 2006 and 2007 would have increased by $4 million.
Statement No. 123R also requires the benefits of tax deductions in excess of recognized stock-based
compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as
previously required. This requirement reduces cash flows from operating activities and increases
cash flows from financing activities beginning in 2006. While we cannot estimate the specific
magnitude of this change on future cash flows because it depends on, among other things, when
employees exercise stock options, the cash flows recognized in financing activities for such excess
tax deductions were $311 million and $206 million for the years ended December 31, 2007 and 2006,
respectively.
Sales of Subsidiary Stock
Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 51, Accounting for Sales of
Stock by a Subsidiary (SAB 51), provides guidance on accounting for the effect of issuances of a
subsidiarys stock on the parents investment in that subsidiary. SAB 51 allows registrants to
elect an accounting policy of recording such increases or decreases in a parents investment (SAB
51 credits or charges, respectively) either in income or in stockholders equity. In accordance
with the election provided in SAB 51, we adopted a policy of recording such SAB 51 credits or
charges directly to additional paid-in capital in stockholders equity. As further discussed in
Note 9, we recognized in 2006 certain SAB 51 credits related to our investment in NuStar Energy
L.P. under our adopted policy.
Exchanges of Nonmonetary Assets
In December 2004, the FASB issued Statement No. 153, Exchanges of Nonmonetary Assets, which
addresses the measurement of exchanges of nonmonetary assets. Statement No. 153 eliminates the
exception from fair value measurement for nonmonetary exchanges of similar productive assets, which
was previously provided by APB Opinion No. 29, Accounting for Nonmonetary Transactions, and
replaces it with an exception for exchanges that do not have commercial substance. Statement No.
153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. Statement No. 153 was
effective for nonmonetary asset exchanges
68
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
occurring in fiscal periods beginning after June 15, 2005. The adoption of Statement No. 153
effective January 1, 2006 did not affect our financial position or results of operations.
New
Accounting Pronouncements
FASB Statement No. 157
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. Statement No. 157
defines fair value, establishes a framework for measuring fair value under GAAP, and expands
disclosures about fair value measures. Statement No. 157 is effective for fiscal years beginning after November 15,
2007, with early adoption encouraged. The provisions of Statement No. 157 are to be applied on a
prospective basis, with the exception of certain financial instruments for which retrospective
application is required.
FASB Staff Position No. FAS 157-2 (FSP 157-2), issued in February 2008, delayed the effective date of Statement No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. We have adopted Statement No. 157 effective January 1, 2008, with the exceptions allowed under FSP 157-2, the adoption of which has not affected our financial position or results of operations.
FASB Statement No. 159
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. Statement No. 159 permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently required to be measured at
fair value. Statement No. 159 is effective for fiscal years beginning after November 15, 2007,
with early adoption permitted provided the entity also elects to apply the provisions of Statement
No. 157. The adoption of Statement No. 159 effective January 1, 2008 has not affected our
financial position or results of operations.
FASB Statement No. 141 (revised 2007)
In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations
(Statement No. 141R). This statement improves the financial reporting of business combinations and
clarifies the accounting for these transactions. Statement No. 141R (i) requires the recognition
and measurement of assets acquired, liabilities assumed, and any noncontrolling interest in the
acquiree at their fair values at the acquisition date, (ii) requires acquisition costs and any
related restructuring costs to be recognized separately from the acquisition, (iii) requires step
acquisitions to be recognized at the full amounts of the fair values of the identifiable assets and
liabilities, as well as any noncontrolling interest in the acquiree, (iv) changes the requirements
for recognizing assets acquired and liabilities assumed arising from contingencies, (v) defines a
bargain purchase as a business combination in which the total acquisition-date fair value of the
identifiable net assets exceeds the fair value of the consideration transferred plus any
noncontrolling interest in the acquiree, (vi) requires the recognition of any bargain purchase as a
gain in the earnings of the acquirer, and (vii) requires the recognition of changes in deferred tax
benefits that are recognizable because of a business combination. The provisions of Statement No.
141R are to be applied prospectively to business combinations with acquisition dates on or after
the beginning of an entitys fiscal year that begins on or after December 15, 2008, with early
adoption prohibited. Due to its application to future acquisitions, the adoption of Statement No.
141R effective January 1, 2009 will not have any immediate effect on our financial position or
results of operations.
69
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FASB Statement No. 160
Also in December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements - an amendment of ARB No. 51. Statement No. 160 is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after December 15, 2008.
This statement provides guidance for the accounting and reporting of noncontrolling interests,
changes in controlling interests, and the deconsolidation of subsidiaries. In addition, Statement
No. 160 amends FASB Statement No. 128, Earnings per Share, to specify the computation,
presentation, and disclosure requirements for earnings per share if an entity has one or more
noncontrolling interests. The adoption of Statement No. 160 effective January 1, 2009 is not
expected to materially affect our financial position or results of operations.
Reclassifications
Certain amounts previously reported in our annual report on Form 10-K for the year ended December
31, 2006 have been reclassified to conform to the 2007 presentation. Our consolidated balance
sheet as of December 31, 2006 and our consolidated statements of income for the years ended
December 31, 2006 and 2005 have been reclassified to present the operations of the Lima Refinery as
discontinued operations as discussed above. In addition, operating revenues, cost of sales, and
retail selling expenses reported in our 2006 and 2005 consolidated statements of income have been
reclassified for certain credit card transactions. Commencing January 1, 2007, fees received from
our distributors and dealers associated with certain credit card transactions processed on behalf
of those distributors and dealers are being netted against third-party processing costs incurred on
such transactions to better reflect the nature of the credit card transactions. The credit card
reclassifications increased (decreased) amounts previously reported for 2006 and 2005 as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2006 |
|
2005 |
Operating revenues |
|
$ |
(74 |
) |
|
$ |
(52 |
) |
Cost of sales |
|
|
10 |
|
|
|
6 |
|
Retail selling expenses |
|
|
(84 |
) |
|
|
(58 |
) |
2. ACQUISITIONS AND DISPOSITIONS
Sale of Lima Refinery
On May 2, 2007, we entered into an agreement to sell our refinery in Lima, Ohio to Husky Refining
Company (Husky), a wholly owned subsidiary of Husky Energy Inc. In addition, our marketing and
supply subsidiary separately agreed to sell certain inventory amounts to Husky as part of this
transaction. As a result, the assets and liabilities related to these transactions are presented
as assets held for sale and liabilities related to assets held for sale, respectively, in the
consolidated balance sheet as of December 31, 2006. In addition, the consolidated statements of
income reflect the operations related to the Lima Refinery for the periods prior to the effective
date of the sale in income from discontinued operations, net of income tax expense.
We sold our Lima Refinery to Husky effective July 1, 2007. Proceeds from the sale were
approximately $2.4 billion, including approximately $550 million from the sale of working capital
to Husky primarily related to the sale of inventory by our marketing and supply subsidiary. The
sale resulted in a pre-tax gain of $827 million, or $426 million after tax, which is included in
income from discontinued operations, net of income tax expense in the consolidated statement of
income for the year ended December 31, 2007. In connection with the sale, we entered into a
transition services agreement with Husky under which we agreed to
70
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
provide certain accounting and administrative services to Husky, with the services
terminating by July 31, 2008. A significant portion of these services has been transitioned to
Husky as of February 27, 2008.
Financial information related to the assets and liabilities sold is summarized as follows (in
millions). The statement of income information presented below for 2007 does not include the gain
on the sale of the Lima Refinery.
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Current assets (primarily inventory) |
|
$ |
570 |
|
|
$ |
456 |
|
Property, plant and equipment, net |
|
|
929 |
|
|
|
918 |
|
Goodwill |
|
|
107 |
|
|
|
108 |
|
Deferred charges and other assets, net |
|
|
46 |
|
|
|
45 |
|
|
|
|
|
|
|
|
Assets held for sale |
|
$ |
1,652 |
|
|
$ |
1,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities, including current portion
of capital lease obligation |
|
$ |
15 |
|
|
$ |
29 |
|
Capital lease obligation, excluding current portion |
|
|
38 |
|
|
|
38 |
|
|
|
|
|
|
|
|
Liabilities related to assets held for sale |
|
$ |
53 |
|
|
$ |
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 |
|
2006 |
|
2005 |
Operating revenues |
|
$ |
2,231 |
|
|
$ |
4,119 |
|
|
$ |
1,494 |
|
Income before income tax expense |
|
|
391 |
|
|
|
291 |
|
|
|
193 |
|
Premcor Acquisition
On September 1, 2005, we completed our merger with Premcor Inc. (Premcor). As used in this report,
Premcor Acquisition refers to the merger of Premcor with and into Valero. Premcor was an
independent petroleum refiner and supplier of unbranded transportation fuels, heating oil,
petrochemical feedstocks, petroleum coke, and other petroleum products with all of its operations
in the United States. Premcor owned and operated refineries in Port Arthur, Texas; Lima, Ohio;
Memphis, Tennessee; and Delaware City, Delaware with a combined crude oil throughput capacity of
approximately 800,000 barrels per day.
During 2006, an independent appraisal of the assets acquired in the Premcor Acquisition and certain
other evaluations related to the Premcor Acquisition purchase price allocation were completed. The
purchase price of the Premcor Acquisition was allocated based on the fair values of the assets
acquired and the liabilities assumed at the date of acquisition resulting from this final appraisal
and other evaluations. The purchase price and the final purchase price allocation were as follows
(in millions):
|
|
|
|
|
Cash paid |
|
$ |
3,377 |
|
Transaction costs |
|
|
27 |
|
Less unrestricted cash acquired |
|
|
(1,061 |
) |
|
|
|
|
Premcor Acquisition, net of cash acquired |
|
|
2,343 |
|
Common stock and stock options issued |
|
|
3,773 |
|
|
|
|
|
Total purchase price, excluding unrestricted cash acquired |
|
$ |
6,116 |
|
|
|
|
|
71
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
Current assets, net of unrestricted cash acquired |
|
$ |
3,551 |
|
Property, plant and equipment |
|
|
6,771 |
|
Intangible assets |
|
|
5 |
|
Goodwill |
|
|
1,882 |
|
Deferred charges and other assets |
|
|
30 |
|
Current liabilities, less current portion
of long-term debt and capital lease obligations |
|
|
(1,746 |
) |
Long-term debt assumed, including current portion |
|
|
(1,912 |
) |
Capital lease obligation, including current portion |
|
|
(14 |
) |
Deferred income taxes |
|
|
(2,027 |
) |
Other long-term liabilities |
|
|
(424 |
) |
|
|
|
|
Purchase price, excluding unrestricted cash acquired |
|
$ |
6,116 |
|
|
|
|
|
Unaudited Pro Forma Financial Information
The consolidated statements of income include the results of operations of the Premcor Acquisition
commencing on September 1, 2005. The unaudited pro forma financial information for the year ended
December 31, 2005 included in the table below (in millions, except per share amounts) assumes that
the Premcor Acquisition occurred on January 1, 2005 and reflects the results of operations of the
Lima Refinery as discontinued operations. This pro forma information assumes 85 million shares of
common stock were issued, $1.5 billion of debt was incurred, and $1.9 billion of available cash was
utilized to fund the Premcor Acquisition on January 1, 2005.
|
|
|
|
|
Operating revenues |
|
$ |
91,177 |
|
Operating income |
|
|
5,979 |
|
Net income |
|
|
4,127 |
|
Net income applicable to common stock |
|
|
4,114 |
|
Earnings per common share |
|
|
6.80 |
|
Earnings per common share - assuming dilution |
|
|
6.36 |
|
Sale of Denver Refinery
On May 31, 2005, we sold our Denver Refinery and related assets and liabilities to Suncor Energy
(U.S.A.) Inc. for $30 million plus $15 million for working capital, including feedstock and refined
product inventories. In connection with this sale, we recognized a pre-tax gain of $3 million, net
of a reduction of $4 million for associated goodwill.
Sale of Equity Interest in Javelina Joint Venture
On November 1, 2005, we sold our 20% equity interests in Javelina Company and Javelina Pipeline
Company to MarkWest Energy Partners, L.P. for $78 million, recognizing a gain of $55 million.
Javelina Company processes refinery off-gas at a plant in Corpus Christi, Texas.
3. RESTRICTED CASH
Restricted cash as of December 31, 2007 and 2006 included $23 million and $22 million,
respectively, of cash held in trust related to certain payments to be made to former officers and
key employees of UDS in connection with the UDS Acquisition that occurred in December 2001.
Restricted cash as of December 31, 2007 and
72
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2006 also included $8 million of cash assumed in the Premcor Acquisition, which was held
in trust mainly to satisfy claims under Premcors directors and officers liability policy.
4. RECEIVABLES
Receivables consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Accounts receivable |
|
$ |
7,702 |
|
|
$ |
4,385 |
|
Notes receivable and other |
|
|
32 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
7,734 |
|
|
|
4,417 |
|
Allowance for doubtful accounts |
|
|
(43 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
|
Receivables, net |
|
$ |
7,691 |
|
|
$ |
4,384 |
|
|
|
|
|
|
|
|
The changes in the allowance for doubtful accounts consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Balance as of beginning of year |
|
$ |
33 |
|
|
$ |
31 |
|
|
$ |
27 |
|
Increase in allowance charged to expense |
|
|
34 |
|
|
|
16 |
|
|
|
15 |
|
Accounts charged against the allowance,
net of recoveries |
|
|
(25 |
) |
|
|
(14 |
) |
|
|
(12 |
) |
Foreign currency translation |
|
|
1 |
|
|
|
- |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
Balance as of end of year |
|
$ |
43 |
|
|
$ |
33 |
|
|
$ |
31 |
|
|
|
|
|
|
|
|
|
|
|
We have an accounts receivable sales facility with a group of third-party financial institutions to
sell on a revolving basis up to $1 billion of eligible trade receivables, which matures in August
2008. Under this program, one of our wholly owned subsidiaries sells an undivided percentage
ownership interest in the eligible receivables, without recourse, to third-party financial
institutions. We remain responsible for servicing the transferred receivables and pay certain fees
related to our sale of receivables under the program. Under the facility, we retain the residual
interest in the designated pool of receivables. This retained interest, which is included in
receivables, net in the consolidated balance sheets, is recorded at fair value. Due to (i) a
short average collection cycle for such receivables, (ii) our collection experience history, and
(iii) the composition of the designated pool of trade accounts receivable that are part of this
program, the fair value of our retained interest approximates the total amount of the designated
pool of accounts receivable reduced by the amount of accounts receivable sold to the third-party
financial institutions under the program.
The costs we incurred related to this facility, which were included in other income, net in the
consolidated statements of income, were $40 million, $55 million, and $30 million for the years
ended December 31, 2007, 2006, and 2005, respectively. Proceeds from collections under this
facility of $19.3 billion, $31.2 billion, and $24.1 billion for the years ended December 31, 2007,
2006, and 2005, respectively, were reinvested in the program by the third-party financial
institutions. However, the third-party financial institutions interests in our accounts
receivable were never in excess of the sales facility limits at any time under this program. No
accounts receivable included in this program were written off during 2007, 2006, or 2005.
73
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2007 and 2006, $4.0 billion and $2.6 billion, respectively, of our accounts
receivable composed the designated pool of accounts receivable included in the program. During
2007, we reduced the amount of eligible receivables sold to the third-party financial institutions
by $900 million. As a result, as of December 31, 2007 and 2006, the amount of eligible receivables
sold to the third-party financial institutions was $100 million and $1 billion, respectively.
5. INVENTORIES
Inventories consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Refinery feedstocks |
|
$ |
1,739 |
|
|
$ |
1,680 |
|
Refined products and blendstocks |
|
|
2,188 |
|
|
|
2,056 |
|
Convenience store merchandise |
|
|
85 |
|
|
|
85 |
|
Materials and supplies |
|
|
172 |
|
|
|
158 |
|
|
|
|
|
|
|
|
Inventories |
|
$ |
4,184 |
|
|
$ |
3,979 |
|
|
|
|
|
|
|
|
Refinery feedstock and refined product and blendstock inventory volumes totaled 106 million barrels
and 107 million barrels as of December 31, 2007 and 2006, respectively. There were no substantial
liquidations of LIFO inventory layers for the years ended December 31, 2007, 2006, and 2005.
As of December 31, 2007 and 2006, the replacement cost (market value) of LIFO inventories exceeded
their LIFO carrying amounts by approximately $6.2 billion and $2.9 billion, respectively.
6. PROPERTY, PLANT AND EQUIPMENT
Major classes of property, plant and equipment, which include capital lease assets, consisted of
the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
December 31, |
|
|
|
Useful Lives |
|
|
2007 |
|
|
2006 |
|
Land |
|
|
|
|
|
$ |
577 |
|
|
$ |
551 |
|
Crude oil processing facilities |
|
10 - 33 years |
|
|
20,662 |
|
|
|
18,105 |
|
Butane processing facilities |
|
30 years |
|
|
246 |
|
|
|
246 |
|
Pipeline and terminal facilities |
|
13 - 42 years |
|
|
511 |
|
|
|
378 |
|
Retail facilities |
|
2 - 22 years |
|
|
735 |
|
|
|
648 |
|
Buildings |
|
13 - 47 years |
|
|
782 |
|
|
|
698 |
|
Other |
|
1 - 44 years |
|
|
1,019 |
|
|
|
930 |
|
Construction in progress |
|
|
|
|
|
|
1,255 |
|
|
|
1,865 |
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, at cost |
|
|
|
|
|
|
25,787 |
|
|
|
23,421 |
|
Accumulated depreciation |
|
|
|
|
|
|
(4,078 |
) |
|
|
(3,241 |
) |
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
|
|
|
$ |
21,709 |
|
|
$ |
20,180 |
|
|
|
|
|
|
|
|
|
|
|
|
74
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2007 and 2006, we had crude oil processing facilities, pipeline and terminal
facilities, and certain buildings and other equipment under capital leases totaling $54 million and
$52 million, respectively. Accumulated amortization on assets under capital leases was $10 million
and $6 million, respectively, as of December 31, 2007 and 2006.
Depreciation expense for the years ended December 31, 2007, 2006, and 2005 was $916 million, $776
million, and $590 million, respectively.
7. INTANGIBLE ASSETS
Intangible assets consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
December 31, 2006 |
|
|
|
Gross |
|
|
Accumulated |
|
|
Gross |
|
|
Accumulated |
|
|
|
Cost |
|
|
Amortization |
|
|
Cost |
|
|
Amortization |
|
Intangible assets subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer lists |
|
$ |
116 |
|
|
$ |
(45 |
) |
|
$ |
99 |
|
|
$ |
(32 |
) |
Canadian retail operations |
|
|
156 |
|
|
|
(23 |
) |
|
|
133 |
|
|
|
(17 |
) |
U.S. retail store operations |
|
|
94 |
|
|
|
(66 |
) |
|
|
95 |
|
|
|
(56 |
) |
Air emission credits |
|
|
62 |
|
|
|
(23 |
) |
|
|
62 |
|
|
|
(18 |
) |
Royalties and licenses |
|
|
25 |
|
|
|
(11 |
) |
|
|
25 |
|
|
|
(10 |
) |
Gasoline and diesel sulfur credits |
|
|
27 |
|
|
|
(23 |
) |
|
|
22 |
|
|
|
(3 |
) |
Other |
|
|
4 |
|
|
|
(3 |
) |
|
|
4 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible
assets subject to amortization |
|
$ |
484 |
|
|
$ |
(194 |
) |
|
$ |
440 |
|
|
$ |
(137 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
All of our intangible assets are subject to amortization. Amortization expense for intangible
assets was $48 million, $35 million, and $29 million for the years ended December 31, 2007, 2006,
and 2005, respectively. The estimated aggregate amortization expense for the years ending December
31, 2008 through December 31, 2012 is as follows (in millions):
|
|
|
|
|
|
|
Amortization |
|
|
Expense |
2008 |
|
$ |
34 |
|
2009 |
|
|
25 |
|
2010 |
|
|
22 |
|
2011 |
|
|
16 |
|
2012 |
|
|
16 |
|
During the year ended December 31, 2007, gross cost and accumulated amortization increased by $40
million and $9 million, respectively, due to fluctuations in the Canadian dollar exchange rate.
During the year ended December 31, 2006, certain intangible assets were retired which resulted in a
reduction of $23 million in both gross cost and accumulated amortization.
75
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. GOODWILL
The changes in the carrying amount of goodwill were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
Balance as of beginning of year |
|
$ |
4,103 |
|
|
$ |
4,837 |
|
Final Premcor Acquisition purchase price
allocation and adjustments |
|
|
- |
|
|
|
(646 |
) |
Acquisition earn-out payments not previously
accrued (see Note 22) |
|
|
- |
|
|
|
26 |
|
Settlements and adjustments related to
acquisition tax contingencies,
stock option exercises, and other |
|
|
(42 |
) |
|
|
(114 |
) |
|
|
|
|
|
|
|
Balance as of end of year |
|
$ |
4,061 |
|
|
$ |
4,103 |
|
|
|
|
|
|
|
|
Settlements and adjustments related to acquisition tax contingencies, stock option exercises, and
other reflected in the table above relate primarily to settlements of various income tax
contingencies assumed in the UDS and Premcor Acquisitions and exercises of stock options assumed in
those acquisitions, the effects of which were recorded as purchase price adjustments, and
adjustments to the amount of goodwill attributable to our investment in NuStar Energy L.P. (see
Note 9).
All of our goodwill has been allocated among four reporting units that comprise the refining
segment. These reporting units are the Gulf Coast, Mid-Continent, Northeast, and West Coast
refining regions. We completed our annual test for impairment of goodwill as of October 1, 2007
and 2006, confirming that no impairment of goodwill had occurred in any of our reporting units as
of those dates.
9. INVESTMENT IN AND TRANSACTIONS WITH NUSTAR ENERGY L.P.
NuStar Energy L.P. is a limited partnership that owns and operates crude oil and refined product
pipeline, terminalling, and storage tank assets. As discussed in Note 1 under Basis of
Presentation and Principles of Consolidation, one of our previously wholly owned subsidiaries,
NuStar GP Holdings, LLC, served as the general partner of and held our limited partner interest in
NuStar Energy L.P. On July 1, 2005, NuStar Energy L.P. completed its acquisition of Kaneb Pipe
Line Partners, L.P. (Kaneb Partners) and Kaneb Services LLC (together, the Kaneb Acquisition) in a
transaction that included the issuance of NuStar Energy L.P. common units in exchange for Kaneb
Partners units. In addition, we contributed $29 million to NuStar Energy L.P. to maintain our 2%
general partner interest in NuStar Energy L.P. As a result of these transactions, our combined
ownership interest in NuStar Energy L.P. was reduced from 45.7% to 23.4%. Our ownership interest
in NuStar Energy L.P. remained at 23.4% as of June 30, 2006 (the end of the quarter prior to the
offerings discussed below under the heading Sale of NuStar GP Holdings, LLC), which was composed
of a 2% general partner interest, incentive distribution rights, and a 21.4% limited partner
interest. The limited partner interest was represented by 10,222,630 common units of NuStar
Energy L.P., of which 9,599,322 were previously subordinated units that converted to common units
on May 8, 2006 upon the termination of the subordination period in accordance with the terms of
NuStar Energy L.P.s partnership agreement.
76
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Through the date of termination of the subordination period, NuStar Energy L.P. had issued common
units to the public on three separate occasions, which had diluted our ownership percentage. These
three issuances resulted in increases, or SAB 51 credits (see Note 1 under Sales of Subsidiary
Stock), in our proportionate share of NuStar Energy L.P.s capital because, in each case, the issuance price per unit exceeded our
carrying amount per unit at the time of issuance. We had not recognized any SAB 51 credits in our
consolidated financial statements through March 31, 2006 and were not permitted to do so until the
subordinated units converted to common units. In conjunction with the conversion of the
subordinated units held by us to common units in the second quarter of 2006, we recognized the
entire balance of $158 million in SAB 51 credits as an increase in our investment in NuStar Energy
L.P. and $101 million after tax as an increase to additional paid-in capital in our consolidated
balance sheet.
Sale of NuStar GP Holdings, LLC
On July 19, 2006, NuStar GP Holdings, LLC consummated an initial public offering (IPO) of
17,250,000 of its units representing limited liability company interests to the public at $22.00
per unit, before an underwriters discount of $1.265 per unit. On December 22, 2006, NuStar GP
Holdings, LLC completed a secondary public offering of 20,550,000 units representing limited
liability company interests at a price of $21.62 per unit, before an underwriters discount of
$0.8648 per unit. In addition, NuStar GP Holdings, LLC sold 4,700,000 unregistered units to its
chairman of the board of directors (who was at that time also chairman of Valeros board of
directors) at $21.62 per unit. All such units were sold by our subsidiaries that held various
ownership interests in NuStar GP Holdings, LLC. As a result, NuStar GP Holdings, LLC did not
receive any proceeds from these offerings, and our indirect ownership interest in NuStar GP
Holdings, LLC was reduced to zero.
Proceeds to our selling subsidiaries from the IPO totaled approximately $355 million, net of the
underwriters discount and other offering expenses, which resulted in a pre-tax gain to us of $132
million on the sale of the units. Proceeds to our selling subsidiaries from the secondary offering
and private sale of units totaled approximately $525 million, net of the underwriters discount and
other offering expenses, which resulted in an additional pre-tax gain to us of $196 million. The
total pre-tax gain of $328 million is included in other income, net in the consolidated statement
of income for the year ended December 31, 2006. The funds received from these offerings were used
for general corporate purposes.
Summary Financial Information
Financial information reported by NuStar Energy L.P. is summarized below (in millions):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
1,136 |
|
|
$ |
660 |
|
Operating income |
|
|
211 |
|
|
|
154 |
|
Net income |
|
|
150 |
|
|
|
111 |
|
Related-Party Transactions
Under various throughput, handling, terminalling, and service agreements, we use NuStar Energy
L.P.s pipelines to transport crude oil shipped to and refined products shipped from certain of our
refineries and use NuStar Energy L.P.s refined product terminals for certain terminalling
services. In addition, through 2006, we provided personnel to NuStar Energy L.P. to perform
operating and maintenance services with respect to certain assets for which we received
reimbursement from NuStar Energy L.P. We recognized in cost of sales both our costs related to the throughput, handling, terminalling, and service agreements with NuStar
77
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Energy L.P. and the
receipt from NuStar Energy L.P. of payment for operating and maintenance services we provided to
NuStar Energy L.P. We have indemnified NuStar Energy L.P. for certain environmental liabilities
related to assets we previously sold to NuStar Energy L.P. that were known on the date the assets
were sold or are discovered within a specified number of years after the assets were sold as a result of events occurring or conditions existing
prior to the date of sale.
Under a services agreement, through December 31, 2005, we provided NuStar Energy L.P. with the
corporate functions of legal, accounting, treasury, engineering, information technology, and other
services for an administrative fee. Effective January 1, 2006, the administrative fee was amended
to provide for fewer services as a result of the transfer to NuStar GP, LLC (formerly Valero GP,
LLC), the general partner of the general partner of NuStar Energy L.P., of a substantial number of
employees of our subsidiaries who had previously provided services to NuStar GP, LLC under the
prior services agreement. The administrative fee was recorded as a reduction of general and
administrative expenses. Effective January 1, 2007, the services agreement was amended to provide
for limited services. This amended services agreement provided for a termination date of December
31, 2010, unless we terminated the agreement earlier, in which case we were required to pay a
termination fee of $13 million. In April 2007, we notified NuStar Energy L.P. of our decision to
terminate the services agreement. Accordingly, the $13 million termination fee was accrued and
paid during the second quarter of 2007.
As of December 31, 2006, our receivables, net included $1 million from NuStar Energy L.P.,
representing amounts due for employee costs, insurance costs, operating expenses, administrative
costs, and rentals. As of December 31, 2006, our accounts payable included $21 million to NuStar
Energy L.P., representing amounts due for pipeline tariffs, terminalling fees, and tank rentals and
fees. The following table summarizes the results of transactions with NuStar Energy L.P. (in
millions):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2006 |
|
2005 |
Expenses charged by us to NuStar Energy L.P. |
|
$ |
127 |
|
|
$ |
80 |
|
Fees and expenses charged to us by NuStar Energy L.P. |
|
|
261 |
|
|
|
234 |
|
Effective July 1, 2005, we acquired Martin Oil Company LLC, a wholesale motor fuel marketer in the
midwestern United States, from NuStar Energy L.P. The acquisition cost was $26 million, $22
million of which represented working capital acquired in the transaction.
10. DEFERRED CHARGES AND OTHER ASSETS
Deferred charges and other assets, net includes refinery turnaround and catalyst costs. As
indicated in Note 1, refinery turnaround costs are deferred when incurred and amortized on a
straight-line basis over the period of time estimated to lapse until the next turnaround occurs.
Fixed-bed catalyst costs are deferred when incurred and amortized on a straight-line basis over the
estimated useful life of the specific catalyst. Amortization expense for deferred refinery
turnaround and catalyst costs was $383 million, $293 million, and $205 million for the years ended
December 31, 2007, 2006, and 2005, respectively.
78
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cameron Highway Oil Pipeline Project
We own a 50% interest in the Cameron Highway Oil Pipeline Company, a general partnership formed to
construct and operate a crude oil pipeline (the Cameron Highway Oil Pipeline Project). The
390-mile crude oil pipeline, which began operations during the first quarter of 2005, delivers up
to 500,000 barrels per day from the Gulf of Mexico to the major refining areas of Port Arthur and
Texas City, Texas. Our investment in the Cameron Highway Oil Pipeline Project is accounted for
using the equity method and is included in deferred charges and other assets, net in the
consolidated balance sheets. During May and June of 2007, we made cash capital contributions of
$215 million representing our 50% portion of the amount required to enable the joint venture to
redeem its fixed-rate notes and variable-rate debt. In 2005, we received a $48 million return of
our investment resulting from the refinancing of the Cameron Highway Oil Pipeline Projects debt.
As of December 31, 2007 and 2006, our investment in the Cameron Highway Oil Pipeline Project
totaled $297 million and $100 million, respectively.
11. ACCRUED EXPENSES
Accrued expenses consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Employee wage and benefit costs |
|
$ |
259 |
|
|
$ |
194 |
|
Interest expense |
|
|
79 |
|
|
|
84 |
|
Contingent earn-out obligations |
|
|
25 |
|
|
|
75 |
|
Derivative liabilities |
|
|
10 |
|
|
|
17 |
|
Environmental costs |
|
|
55 |
|
|
|
44 |
|
Other |
|
|
74 |
|
|
|
93 |
|
|
|
|
|
|
|
|
Accrued expenses |
|
$ |
502 |
|
|
$ |
507 |
|
|
|
|
|
|
|
|
79
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. DEBT AND CAPITAL LEASE OBLIGATIONS
Long-term debt balances, at stated values, and capital lease obligations consisted of the following
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
Maturity |
|
|
2007 |
|
|
2006 |
|
Industrial revenue bonds: |
|
|
|
|
|
|
|
|
|
|
|
|
Tax-exempt Revenue Refunding Bonds (a): |
|
|
|
|
|
|
|
|
|
|
|
|
Series 1997A, 5.45% |
|
|
2027 |
|
|
$ |
24 |
|
|
$ |
24 |
|
Series 1997B, 5.40% |
|
|
2018 |
|
|
|
33 |
|
|
|
33 |
|
Series 1997C, 5.40% |
|
|
2018 |
|
|
|
33 |
|
|
|
33 |
|
Series 1997D, 5.125% |
|
|
2009 |
|
|
|
9 |
|
|
|
9 |
|
Tax-exempt Waste Disposal Revenue Bonds: |
|
|
|
|
|
|
|
|
|
|
|
|
Series 1997, 5.6% |
|
|
2031 |
|
|
|
25 |
|
|
|
25 |
|
Series 1998, 5.6% |
|
|
2032 |
|
|
|
25 |
|
|
|
25 |
|
Series 1999, 5.7% |
|
|
2032 |
|
|
|
25 |
|
|
|
25 |
|
Series 2001, 6.65% |
|
|
2032 |
|
|
|
19 |
|
|
|
19 |
|
CORE notes, 6.311% |
|
|
2007 |
|
|
|
- |
|
|
|
50 |
|
3.50% notes |
|
|
2009 |
|
|
|
200 |
|
|
|
200 |
|
4.75% notes |
|
|
2013 |
|
|
|
300 |
|
|
|
300 |
|
4.75% notes |
|
|
2014 |
|
|
|
200 |
|
|
|
200 |
|
6.125% notes |
|
|
2007 |
|
|
|
- |
|
|
|
230 |
|
6.125% notes |
|
|
2017 |
|
|
|
750 |
|
|
|
- |
|
6.625% notes |
|
|
2037 |
|
|
|
1,500 |
|
|
|
- |
|
6.875% notes |
|
|
2012 |
|
|
|
750 |
|
|
|
750 |
|
7.50% notes |
|
|
2032 |
|
|
|
750 |
|
|
|
750 |
|
8.75% notes |
|
|
2030 |
|
|
|
200 |
|
|
|
200 |
|
Debentures: |
|
|
|
|
|
|
|
|
|
|
|
|
7.25% (non-callable) |
|
|
2010 |
|
|
|
25 |
|
|
|
25 |
|
7.65% (putable July 1, 2006) |
|
|
2026 |
|
|
|
100 |
|
|
|
100 |
|
8.75% (non-callable) |
|
|
2015 |
|
|
|
75 |
|
|
|
75 |
|
Senior Notes: |
|
|
|
|
|
|
|
|
|
|
|
|
6.125% |
|
|
2011 |
|
|
|
200 |
|
|
|
200 |
|
6.70% |
|
|
2013 |
|
|
|
180 |
|
|
|
180 |
|
6.75% |
|
|
2011 |
|
|
|
210 |
|
|
|
210 |
|
6.75% |
|
|
2014 |
|
|
|
185 |
|
|
|
185 |
|
6.75% (putable October 15, 2009; callable thereafter) |
|
|
2037 |
|
|
|
100 |
|
|
|
100 |
|
7.20% (callable) |
|
|
2017 |
|
|
|
200 |
|
|
|
200 |
|
7.45% (callable) |
|
|
2097 |
|
|
|
100 |
|
|
|
100 |
|
7.50% (callable) |
|
|
2015 |
|
|
|
287 |
|
|
|
287 |
|
9.25% (callable) |
|
|
2010 |
|
|
|
- |
|
|
|
175 |
|
9.50% (callable) (b) |
|
|
2013 |
|
|
|
350 |
|
|
|
350 |
|
Other debt |
|
Various |
|
|
6 |
|
|
|
14 |
|
Net unamortized discount, including fair value adjustments |
|
|
|
|
|
|
(42 |
) |
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
|
|
|
|
|
6,819 |
|
|
|
5,048 |
|
Capital lease obligations |
|
|
|
|
|
|
43 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
Total debt and capital lease obligations |
|
|
|
|
|
|
6,862 |
|
|
|
5,094 |
|
Less current portion, including net unamortized premium of $34 and $10 |
|
|
|
|
|
|
(392 |
) |
|
|
(475 |
) |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations, less current portion |
|
|
|
|
|
$ |
6,470 |
|
|
$ |
4,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The maturity dates reflected for the Series 1997A, 1997B, and 1997C tax-exempt revenue
refunding bonds represent their final maturity dates; however, principal payments on these
bonds commence in 2010. |
|
(b) |
|
In December 2007, we exercised the call provision on the 9.50% senior notes. These notes
were redeemed on February 1, 2008 at 104.750% of stated value. The carrying amount of these
notes as of December 31, 2007 was $381 million. |
80
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Bank Credit Facilities
In August 2005, we replaced our two $750 million revolving bank credit facilities with a $2.5
billion five-year revolving credit facility (the Revolver), which originally had a maturity date of
August 2010. Borrowings under the Revolver bear interest at LIBOR plus a margin, or an alternate
base rate as defined under the agreement. We are also being charged various fees and expenses in
connection with the Revolver, including facility fees and letter of credit fees. The interest rate
and fees under the Revolver are subject to adjustment based upon the credit ratings assigned to our
long-term debt. The Revolver also included certain restrictive covenants including a coverage
ratio and a debt-to-capitalization ratio. In July 2006, the Revolver was amended to (i) extend the
maturity date by one year to August 2011, (ii) eliminate the coverage ratio covenant, and (iii)
reduce the pricing under the agreement. In November 2007, the Revolver was amended to extend the
maturity date from August 2011 to November 2012. As of December 31, 2007 and 2006, there were no
borrowings outstanding under the Revolver and outstanding letters of credit issued under this
facility totaled $292 million and $245 million, respectively.
In addition to the Revolver, one of our Canadian subsidiaries has a committed revolving credit
facility under which it may borrow and obtain letters of credit up to Cdn. $115 million. In
December 2007, the Canadian credit facility was amended to extend the maturity date from December
2010 to December 2012. As of December 31, 2007 and 2006, we had no borrowings outstanding and
letters of credit issued under this credit facility totaled Cdn. $11 million and Cdn. $85 million,
respectively.
We also have various uncommitted short-term bank credit facilities. As of December 31, 2007 and
2006, we had no borrowings outstanding under our uncommitted short-term bank credit facilities;
however, there were $502 million and $343 million, respectively, of letters of credit outstanding
under such facilities. The uncommitted credit facilities have no commitment or other fees or
compensating balance requirements and are unsecured and unrestricted as to use.
During April 2007, we borrowed $3 billion under a 364-day term credit agreement with a financial
institution to fund the accelerated share repurchase program discussed in Note 14. The term loan
bore interest at LIBOR plus a margin, or an alternate base rate as defined under the term credit
agreement. In May 2007, we repaid $500 million of the borrowings under the term credit agreement.
The remaining balance of $2.5 billion was repaid in June 2007 using available cash and proceeds
from our issuance of long-term notes in June 2007 described below.
In August 2005, we entered into a $1.5 billion five-year bank term loan which was used to partially
finance the Premcor Acquisition. The term loan bore interest at LIBOR plus 75 basis points and was
fully repaid by December 31, 2005.
Other Long-Term Debt
In February 2007, we redeemed our 9.25% senior notes for $183 million, or 104.625% of stated value.
These notes had a carrying amount of $187 million on the date of redemption, resulting in a gain
of $4 million that was included in other income, net in the consolidated statement of income. In
addition, we made scheduled debt repayments of $230 million in April 2007 related to our 6.125%
notes and $50 million in November 2007 related to our 6.311% CORE notes.
81
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In June 2007, we issued $750 million of 6.125% notes due June 15, 2017 and $1.5 billion of 6.625%
notes due June 15, 2037. Proceeds from the issuance of these notes totaled $2.245 billion, before
deducting underwriting discounts of $18 million.
In December 2007, we exercised a call provision on our 9.5% senior notes, which were redeemed on
February 1, 2008 for $367 million, resulting in a gain of $14 million in 2008.
During March 2006, we made a scheduled debt repayment of $220 million related to our 7.375% notes.
In addition, during the year ended December 31, 2006, we made the following debt payments:
|
|
|
$1 million during March 2006 related to our 7.75% notes due in February 2012, |
|
|
|
|
$14 million during July 2006 related to our 6.75% senior notes due in May 2014, and |
|
|
|
|
$14 million during July 2006 related to our 7.5% senior notes due in June 2015. |
During January 2005, we repurchased $40 million of our 7.375% notes due in 2006 and $42 million of
our 6.125% notes due in 2007 at a premium of $4 million. During September 2005, we repurchased
$190 million of the 7.75% senior subordinated notes due in February 2012. In October 2005, we
repurchased the 12.5% senior notes due in January 2009 for $182 million. In November 2005, we
repurchased the Ohio Water Development Authority Environmental Facilities Revenue Bonds for $10
million. In addition, during the year ended December 31, 2005, we made the following scheduled
debt repayments:
|
|
|
$46 million during February 2005 related to our 7.44% medium-term notes, |
|
|
|
|
$150 million during March 2005 related to our 8% medium-term notes, |
|
|
|
|
$200 million during June 2005 related to our 8.375% notes, and |
|
|
|
|
$14 million during August 2005 related to our 6.797% notes. |
Our revolving bank credit facilities and other long-term debt arrangements contain various
customary restrictive covenants, including cross-default and cross-acceleration clauses.
Principal payments due on long-term debt as of December 31, 2007 were as follows (in millions):
|
|
|
|
|
2008 |
|
$ |
356 |
|
2009 |
|
|
209 |
|
2010 |
|
|
33 |
|
2011 |
|
|
418 |
|
2012 |
|
|
759 |
|
Thereafter |
|
|
5,086 |
|
Net unamortized discount and
fair value adjustments |
|
|
(42 |
) |
|
|
|
|
Total |
|
$ |
6,819 |
|
|
|
|
|
For payments due on capital lease obligations, see Note 22.
82
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2007 and 2006, the estimated fair value of our long-term debt, including current
portion, was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2007 |
|
2006 |
Carrying amount |
|
$ |
6,819 |
|
|
$ |
5,048 |
|
Fair value |
|
|
7,109 |
|
|
|
5,361 |
|
13. OTHER LONG-TERM LIABILITIES
Other long-term liabilities consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Employee benefit plan liabilities |
|
$ |
701 |
|
|
$ |
686 |
|
Environmental liabilities |
|
|
230 |
|
|
|
254 |
|
Tax liabilities for uncertain income tax positions |
|
|
160 |
|
|
|
- |
|
Tax liabilities other than income taxes |
|
|
163 |
|
|
|
95 |
|
Deferred gain on sale of assets to NuStar Energy L.P. |
|
|
114 |
|
|
|
135 |
|
Insurance liabilities |
|
|
86 |
|
|
|
91 |
|
Asset retirement obligations |
|
|
70 |
|
|
|
51 |
|
Unfavorable lease obligations |
|
|
51 |
|
|
|
65 |
|
Contingent earn-out obligations |
|
|
- |
|
|
|
25 |
|
Other |
|
|
235 |
|
|
|
220 |
|
|
|
|
|
|
|
|
Other long-term liabilities |
|
$ |
1,810 |
|
|
$ |
1,622 |
|
|
|
|
|
|
|
|
Employee benefit plan liabilities include the long-term obligation for our pension and other
postretirement benefit plans as discussed in Note 20. Environmental liabilities reflect the
long-term portion of our estimated remediation costs for environmental matters as discussed in Note
23. Tax liabilities for uncertain income tax positions reflect obligations under FIN 48 as
discussed in Note 18. Tax liabilities other than income taxes include long-term liabilities for
various taxes such as sales, franchise, and excise taxes as well as interest accrued on all
tax-related liabilities, including income taxes. Deferred gain reflects the unamortized balance of
the proceeds in excess of the carrying amount of assets we sold to NuStar Energy L.P. Insurance
liabilities reflect reserves established by our two captive insurance subsidiaries, self-insured
liabilities, and obligations for losses related to our participation in certain mutual insurance
companies.
Unfavorable lease obligations reflect the fair value of liabilities assumed in connection with the
Premcor Acquisition related to lease agreements for closed retail facilities and the UDS
Acquisition related to lease agreements for retail facilities and vessel charters. Included in
other are liabilities for various matters including legal and regulatory liabilities, derivative
obligations, and various contractual obligations.
83
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below reflects the changes in our asset retirement obligations (in millions). See Note 1
under Asset Retirement Obligations for a discussion of the liability related to these
obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Balance as of beginning of year |
|
$ |
51 |
|
|
$ |
51 |
|
|
$ |
41 |
|
Additions to accrual |
|
|
1 |
|
|
|
1 |
|
|
|
9 |
|
Accretion expense |
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Settlements |
|
|
(13 |
) |
|
|
(5 |
) |
|
|
(2 |
) |
Changes in timing and amount of
estimated cash flows |
|
|
28 |
|
|
|
2 |
|
|
|
1 |
|
Foreign currency translation |
|
|
1 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Balance as of end of year |
|
$ |
70 |
|
|
$ |
51 |
|
|
$ |
51 |
|
|
|
|
|
|
|
|
|
|
|
14. STOCKHOLDERS EQUITY
Share Activity
For the years ended December 31, 2007, 2006, and 2005, activity in the number of shares of
preferred stock, common stock, and treasury stock was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred |
|
Common |
|
Treasury |
|
|
Stock |
|
Stock |
|
Stock |
Balance as of December 31, 2004 |
|
|
10 |
|
|
|
522 |
|
|
|
(11 |
) |
Conversion of preferred stock |
|
|
(7 |
) |
|
|
14 |
|
|
|
- |
|
Issuance of common stock in connection with
Premcor Acquisition |
|
|
- |
|
|
|
85 |
|
|
|
- |
|
Shares issued, net of shares repurchased,
in connection with employee stock plans and other |
|
|
- |
|
|
|
- |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005 |
|
|
3 |
|
|
|
621 |
|
|
|
(4 |
) |
Conversion of preferred stock |
|
|
(3 |
) |
|
|
6 |
|
|
|
- |
|
Shares repurchased, net of shares issued,
in connection with employee stock plans and other |
|
|
- |
|
|
|
- |
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006 |
|
|
- |
|
|
|
627 |
|
|
|
(24 |
) |
Shares repurchased under $6 billion common stock
purchase program |
|
|
- |
|
|
|
- |
|
|
|
(70 |
) |
Shares issued, net of shares repurchased,
in connection with employee stock plans and other |
|
|
- |
|
|
|
- |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007 |
|
|
- |
|
|
|
627 |
|
|
|
(91 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
84
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Preferred Stock
We have 20 million shares of preferred stock authorized with a par value of $.01 per share. As of
December 31, 2007 and 2006, no shares of preferred stock were outstanding.
In connection with the acquisition of the St. Charles Refinery on July 1, 2003, we issued 10
million shares of 2% mandatory convertible preferred stock. The mandatory convertible preferred
stock had a fair value of $22 per share, or an aggregate of $220 million. Of this amount, $21
million was attributable to beneficial conversion terms of the preferred stock and was recorded in
additional paid-in capital in the consolidated balance sheets, with the remaining $199 million
reflected as preferred stock. The resulting $21 million preferred stock discount was amortized as
additional preferred stock dividends through June 30, 2006, the day before the mandatory conversion
of the preferred stock as discussed below.
Each share of convertible preferred stock was convertible, at the option of the holder, at any time
before July 1, 2006 into 1.982 shares of our common stock. All mandatory convertible preferred
stock not previously converted automatically converted to our common stock on July 1, 2006. Upon
automatic conversion of the convertible preferred stock on July 1, 2006, 1.982 shares of common
stock were issued for each share of convertible preferred stock based on the average closing price
of our common stock over the 20-day trading period ending on the second trading day prior to July
1, 2006. During 2006 and 2005, 3,164,151 and 6,835,849 shares of the preferred stock were
converted into 6,271,327 and 13,548,636 shares of our common stock, respectively.
Prior to the issuance of shares of our common stock upon conversion of the convertible preferred
stock, the number of shares of our common stock included in the calculation of earnings per common
share - assuming dilution for each reporting period was based on the average closing price of our
common stock over the 20-day trading period ending on the second trading day prior to the end of
the reporting period.
Common Stock Offerings
On September 1, 2005, we issued 85 million shares of common stock as partial consideration for the
Premcor Acquisition. The common stock issued was recorded at a price of $37.41 per share,
representing the average price of our common stock from two days before to two days after the
announcement of the Premcor Acquisition in April 2005, resulting in an aggregate recorded amount of
$3.2 billion for the common stock issued. In addition, we issued stock options with a fair value
of $595 million.
Common Stock Splits
On September 15, 2005, our board of directors approved a two-for-one split of our common stock that
was effected in the form of a stock dividend. The stock dividend was distributed on December 15,
2005 to stockholders of record on December 2, 2005. In connection with the stock split, our
shareholders approved on December 1, 2005 an amendment to our certificate of incorporation to
increase the number of authorized common shares from 600 million to 1.2 billion.
All share and per share data (except par value) for 2005 were adjusted to reflect the effect of the
stock split. In addition, the number of shares of common stock issuable upon conversion of the
mandatory convertible preferred stock, the exercise of outstanding stock options, and the vesting
of other stock awards, as well as the number of shares of common stock reserved for issuance under
our various employee benefit plans, were proportionately increased in accordance with the terms of
those respective agreements and plans.
85
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Treasury Stock
We purchase shares of our common stock in open market transactions to meet our obligations under
employee benefit plans. We also purchase shares of our common stock from our employees and
non-employee directors in connection with the exercise of stock options, the vesting of restricted
stock, and other stock compensation transactions.
On October 19, 2006, our board of directors approved a $2 billion common stock purchase program.
This authorization was in addition to our existing authorization to purchase shares to offset
dilution created by our employee stock incentive programs. On April 25, 2007, our board of
directors approved an amendment to our $2 billion common stock purchase program to increase the
authorized purchases under the program to $6 billion. Stock purchases under the program are made
from time to time at prevailing prices as permitted by securities laws and other legal
requirements, and are subject to market conditions and other factors. The program does not have a
scheduled expiration date.
In conjunction with the increase in our common stock purchase program, we entered into an agreement
with a financial institution to purchase $3 billion of our shares under an accelerated share
repurchase program, and in late April 2007, 42.1 million shares were purchased under this
agreement. As described in Note 12 above, the purchase of these shares was initially funded with a
364-day term credit agreement, which we subsequently replaced with longer-term financing. The cost
of the shares purchased under this accelerated share repurchase program was to be adjusted at the
expiration of the program, with the final purchase cost based on a discount to the average trading
price of our common stock, weighted by the daily volume of shares traded, during the program
period. Any adjustment to the cost could be paid in cash or stock, at our option.
The accelerated share repurchase program was completed on July 23, 2007, and we elected to pay in
cash an additional $94 million for the shares purchased. This cash payment was deducted from
reported income from continuing operations in calculating earnings per common share from continuing
operations assuming dilution for the year ended December 31, 2007 (see Note 15).
During the years ended December 31, 2007, 2006, and 2005, we purchased 84.3 million, 34.6 million,
and 13.2 million shares of our common stock, respectively, at a cost of $5.8 billion, $2.0 billion,
and $571 million, respectively. These purchases were made in connection with the administration of
our employee benefit plans and the $6 billion stock purchase program authorized by our board of
directors, including the effect of the accelerated share repurchase program discussed above.
During the years ended December 31, 2007, 2006, and 2005, we issued 16.1 million, 14.7 million, and
20.9 million shares from treasury, respectively, at an average cost of $62.89, $55.70, and $27.51
per share, respectively, for our employee benefit plans.
Through
February 22, 2008, we have purchased 4.9 million shares of our common stock at a cost of
$317 million during 2008.
Common Stock Dividends
On January 17, 2008, our board of directors declared a quarterly cash dividend of $0.12 per common
share payable March 12, 2008 to holders of record at the close of business on February 13, 2008.
86
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accumulated Other Comprehensive Income
Accumulated balances for each component of accumulated other comprehensive income (loss) were as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
Net Gain |
|
|
Accumulated |
|
|
|
Currency |
|
|
Pension/OPEB |
|
|
(Loss) On |
|
|
Other |
|
|
|
Translation |
|
|
Liability |
|
|
Cash Flow |
|
|
Comprehensive |
|
|
|
Adjustment |
|
|
Adjustment |
|
|
Hedges |
|
|
Income (Loss) |
|
Balance as of December 31, 2004 |
|
$ |
287 |
|
|
$ |
(9 |
) |
|
$ |
(49 |
) |
|
$ |
229 |
|
2005 change |
|
|
54 |
|
|
|
(1 |
) |
|
|
53 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005 |
|
|
341 |
|
|
|
(10 |
) |
|
|
4 |
|
|
|
335 |
|
2006 change |
|
|
(11 |
) |
|
|
(100 |
) |
|
|
41 |
|
|
|
(70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006 |
|
|
330 |
|
|
|
(110 |
) |
|
|
45 |
|
|
|
265 |
|
2007 change |
|
|
250 |
|
|
|
86 |
|
|
|
(28 |
) |
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007 |
|
$ |
580 |
|
|
$ |
(24 |
) |
|
$ |
17 |
|
|
$ |
573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Share Purchase Rights
Prior to June 30, 2007, each outstanding share of our common stock was accompanied by one preferred
share purchase right (Right). With certain exceptions, each Right entitled the registered holder
to purchase from us .0025 of a share of our Junior Participating Preferred Stock, Series I at a
price of $100 per .0025 of a share, subject to adjustment for certain recapitalization events.
These Rights expired on June 30, 2007.
87
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. EARNINGS PER SHARE
Earnings per common share amounts from continuing operations were computed as follows (dollars and
shares in millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Earnings per common share from
continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
4,565 |
|
|
$ |
5,287 |
|
|
$ |
3,473 |
|
Less: Preferred stock dividends |
|
|
- |
|
|
|
2 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations applicable
to common stock |
|
$ |
4,565 |
|
|
$ |
5,285 |
|
|
$ |
3,460 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
565 |
|
|
|
611 |
|
|
|
549 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from
continuing operations |
|
$ |
8.08 |
|
|
$ |
8.65 |
|
|
$ |
6.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from
continuing operations - assuming dilution: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
4,565 |
|
|
$ |
5,287 |
|
|
$ |
3,473 |
|
Less: Cash paid in final settlement of
accelerated share repurchase program |
|
|
94 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
assuming dilution |
|
$ |
4,471 |
|
|
$ |
5,287 |
|
|
$ |
3,473 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
565 |
|
|
|
611 |
|
|
|
549 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
13 |
|
|
|
18 |
|
|
|
21 |
|
Performance awards and other benefit plans |
|
|
1 |
|
|
|
1 |
|
|
|
6 |
|
Mandatory convertible preferred stock |
|
|
- |
|
|
|
2 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding -
assuming dilution |
|
|
579 |
|
|
|
632 |
|
|
|
588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing
operations - assuming dilution |
|
$ |
7.72 |
|
|
$ |
8.36 |
|
|
$ |
5.90 |
|
|
|
|
|
|
|
|
|
|
|
The following table reflects outstanding stock options that were not included in the computation of
dilutive securities because the options exercise prices were greater than the average market price
of the common shares during the reporting period, and therefore the effect of including such
options would be anti-dilutive (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 |
|
2006 |
|
2005 |
Stock options |
|
|
2 |
|
|
|
- |
|
|
|
3 |
|
88
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. STATEMENTS OF CASH FLOWS
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Decrease (increase) in current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
$ |
- |
|
|
$ |
(1 |
) |
|
$ |
192 |
|
Receivables, net |
|
|
(3,227 |
) |
|
|
(837 |
) |
|
|
(834 |
) |
Inventories |
|
|
(249 |
) |
|
|
(405 |
) |
|
|
372 |
|
Income taxes receivable |
|
|
32 |
|
|
|
38 |
|
|
|
(70 |
) |
Prepaid expenses and other |
|
|
(58 |
) |
|
|
(81 |
) |
|
|
217 |
|
Increase (decrease) in current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
2,557 |
|
|
|
1,362 |
|
|
|
1,126 |
|
Accrued expenses |
|
|
(20 |
) |
|
|
(54 |
) |
|
|
(116 |
) |
Taxes other than income taxes |
|
|
15 |
|
|
|
(4 |
) |
|
|
28 |
|
Income taxes payable |
|
|
481 |
|
|
|
(162 |
) |
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
Changes in current assets and
current liabilities |
|
$ |
(469 |
) |
|
$ |
(144 |
) |
|
$ |
1,082 |
|
|
|
|
|
|
|
|
|
|
|
The above changes in current assets and current liabilities differ from changes between amounts
reflected in the applicable consolidated balance sheets for the respective periods for the
following reasons:
|
|
|
the amounts shown above exclude changes in cash and temporary cash investments, deferred
income taxes, and current portion of long-term debt and capital lease obligations, as well
as the effect of certain noncash investing and financing activities discussed below; |
|
|
|
|
previously accrued capital expenditures, deferred turnaround and catalyst costs, and
contingent earn-out payments are reflected in investing activities in the consolidated
statements of cash flows; |
|
|
|
|
changes in assets held for sale and liabilities related to assets held for sale prior to
the sale of the Lima Refinery are reflected in the line item to which the changes relate in
the table above; |
|
|
|
|
the amounts shown above exclude the current assets and current liabilities acquired in
connection with the Premcor Acquisition and certain minor acquisitions in 2005, as well as
the current assets and current liabilities disposed of in connection with the sale of the
Denver Refinery in 2005, all of which are reflected separately in the consolidated
statements of cash flows; and |
|
|
|
|
certain differences between consolidated balance sheet changes and consolidated
statement of cash flow changes reflected above result from translating foreign currency
denominated amounts at different exchange rates. |
Noncash investing and financing activities for the year ended December 31, 2007 included:
|
|
|
a $158 million charge to additional paid-in capital to accrue for purchases of our
common stock in 2007 that were not settled and paid until 2008; and |
|
|
|
|
adjustments to goodwill and certain noncurrent liabilities resulting from adjustments to
the purchase price allocations related to the Premcor and UDS Acquisitions (as discussed in
Note 8). |
89
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Noncash investing and financing activities for the year ended December 31, 2006 included:
|
|
|
the recognition of $158 million (pre-tax) of SAB 51 credits related to our investment in
NuStar Energy L.P. (as discussed in Note 9); |
|
|
|
|
adjustments to property, plant and equipment, goodwill, and certain current and
noncurrent assets and liabilities resulting from adjustments to the purchase price
allocations related to the Premcor and UDS Acquisitions; |
|
|
|
|
the conversion of 3,164,151 shares of preferred stock into 6,271,327 shares of our
common stock as discussed in Note 14; and |
|
|
|
|
the recording of a $39 million capital lease obligation and related capital lease asset
pertaining to certain facilities at the Lima Refinery. |
Noncash investing and financing activities for the year ended December 31, 2005 included:
|
|
|
the issuance of $3.2 billion (85 million shares) of common stock and $595 million of
vested employee stock options as partial consideration for the Premcor Acquisition; |
|
|
|
|
the conversion of 6,835,849 shares of preferred stock into 13,548,636 shares of our
common stock as discussed in Note 14; |
|
|
|
|
the recognition of a $28 million capital lease obligation and related capital lease
asset pertaining to certain equipment at our Texas City Refinery; and |
|
|
|
|
adjustments to property, plant and equipment and certain current and noncurrent assets
and liabilities resulting from adjustments to the purchase price allocation related to the
acquisition of the Aruba Refinery in 2004. |
Cash flows related to the discontinued operations of the Lima Refinery have been combined with the
cash flows from continuing operations within each category in the consolidated statement of cash
flows for each period presented. Cash provided by operating activities related to our discontinued
operations was $260 million, $215 million, and $121 million for the years ended December 31, 2007,
2006, and 2005, respectively. Cash used in investing activities related to the Lima Refinery was
$14 million, $133 million, and $42 million for the years ended December 31, 2007, 2006, and 2005,
respectively.
Cash flows related to interest and income taxes were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 |
|
2006 |
|
2005 |
Interest paid (net of amount capitalized) |
|
$ |
331 |
|
|
$ |
261 |
|
|
$ |
251 |
|
Income taxes paid, net of tax refunds received |
|
|
2,014 |
|
|
|
2,349 |
|
|
|
1,345 |
|
17. PRICE RISK MANAGEMENT ACTIVITIES
Commodity Price Risk
We are exposed to market risks related to the volatility of crude oil and refined product prices,
as well as volatility in the price of natural gas used in our refining operations. To reduce the
impact of this price volatility, we use derivative commodity instruments (swaps, futures, and
options) to manage our exposure to:
|
|
|
changes in the fair value of a portion of our refinery feedstock and refined product
inventories and a portion of our unrecognized firm commitments to purchase these
inventories (fair value hedges); |
90
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
changes in cash flows of certain forecasted transactions such as forecasted feedstock
and product purchases, natural gas purchases, and refined product sales (cash flow hedges);
and
|
|
|
|
|
price volatility on a portion of our refinery feedstock and refined product inventories
and on certain forecasted feedstock and product purchases, refined product sales, and
natural gas purchases that are not designated as either fair value or cash flow hedges
(economic hedges). |
In addition, we use derivative commodity instruments for trading purposes based on our fundamental
and technical analysis of market conditions.
Interest Rate Risk
We are exposed to market risk for changes in interest rates related to certain of our long-term
debt obligations. We sometimes use interest rate swap agreements to manage our fixed to floating
interest rate position by converting certain fixed-rate debt to floating-rate debt. As of December
31, 2007 and 2006, we did not have any interest rate swap agreements.
As of December 31, 2005, we had interest rate swap agreements with a notional amount of $1.0
billion and interest rates ranging from 5.6% to 6.0%. All of these swaps were accounted for as
fair value hedges. During the first quarter of 2006, $125 million of these interest rate swaps
were settled on their scheduled maturity date. Effective May 1, 2006, we terminated the remaining
$875 million of interest rate swap contracts outstanding at that date for a payment of $54 million.
Substantially all of this payment was deferred and is being amortized to interest expense over the
remaining lives of the debt instruments that were being hedged.
Foreign Currency Risk
We are exposed to exchange rate fluctuations on transactions related to our Canadian operations.
To manage our exposure to these exchange rate fluctuations, we use foreign currency exchange and
purchase contracts. These contracts are not designated as hedging instruments. As of December 31,
2007, we had commitments to purchase $507 million of U.S. dollars. These commitments matured on or
before January 29, 2008, resulting in a 2008 loss of $2 million.
Current Period Disclosures
The net gain (loss) recognized in income representing the amount of hedge ineffectiveness was as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2007 |
|
2006 |
|
2005 |
Fair value hedges |
|
$ |
(17 |
) |
|
$ |
(11 |
) |
|
$ |
16 |
|
Cash flow hedges |
|
|
(18 |
) |
|
|
8 |
|
|
|
21 |
|
The above amounts were included in cost of sales in the consolidated statements of income. No
component of the derivative instruments gains or losses was excluded from the assessment of hedge
effectiveness. No amounts were recognized in income for hedged firm commitments that no longer
qualify as fair value hedges.
During 2005, we recognized in cost of sales approximately $525 million of pre-tax losses
resulting from the forward sales of distillates and associated forward purchases of crude oil. All
of these forward derivative positions were closed prior to December 31, 2005. During 2007, 2006,
and 2005, we recognized in cost of
sales gains (losses) of $37 million, $4 million, and $(6) million, respectively, associated with
trading activities.
91
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For cash flow hedges, gains and losses reported in accumulated other comprehensive income in the
consolidated balance sheets are reclassified into cost of sales when the forecasted transactions
affect income. During the years ended December 31, 2007, 2006, and 2005, respectively, we
recognized in accumulated other comprehensive income unrealized after-tax gains (losses) of $(11)
million, $70 million, and $(218) million on certain cash flow hedges, primarily related to forward
sales of gasoline and distillates and associated forward purchases of crude oil, with $17 million,
$45 million, and $4 million of cumulative after-tax gains on cash flow hedges remaining in
accumulated other comprehensive income as of December 31, 2007, 2006, and 2005, respectively. The
deferred gains at December 31, 2007 will be reclassified into cost of sales in 2008 as a result
of hedged transactions that are forecasted to occur. The amount ultimately realized in income,
however, will differ as commodity prices change. For the years ended December 31, 2007, 2006, and
2005, there were no amounts reclassified from accumulated other comprehensive income into income
as a result of the discontinuance of cash flow hedge accounting.
Market and Credit 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, 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 approved by our board of directors.
Market risks are monitored by a risk control group to ensure compliance with our stated risk
management policy. Concentrations of customers in the refining industry may impact our overall
exposure to credit risk, in that these customers may be similarly affected by changes in economic
or other conditions. We believe that our counterparties will be able to satisfy their obligations
under their price risk management contracts with us.
18. INCOME TAXES
Income from continuing operations before income tax expense from domestic and foreign operations
was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
U.S. operations |
|
$ |
5,846 |
|
|
$ |
7,290 |
|
|
$ |
4,081 |
|
Canadian operations |
|
|
458 |
|
|
|
289 |
|
|
|
452 |
|
Aruban operations |
|
|
422 |
|
|
|
319 |
|
|
|
561 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before income tax expense |
|
$ |
6,726 |
|
|
$ |
7,898 |
|
|
$ |
5,094 |
|
|
|
|
|
|
|
|
|
|
|
92
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following is a reconciliation of income tax expense related to continuing operations to income
taxes computed by applying the statutory federal income tax rate (35% for all years presented) to
income from continuing operations before income tax expense (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Federal income tax expense
at the U.S. statutory rate |
|
$ |
2,354 |
|
|
$ |
2,764 |
|
|
$ |
1,783 |
|
U.S. state income tax expense,
net of U.S. federal income tax effect |
|
|
83 |
|
|
|
46 |
|
|
|
46 |
|
U.S. manufacturing deduction |
|
|
(88 |
) |
|
|
(71 |
) |
|
|
(21 |
) |
Canadian operations |
|
|
(48 |
) |
|
|
(45 |
) |
|
|
(7 |
) |
Aruban operations |
|
|
(144 |
) |
|
|
(108 |
) |
|
|
(193 |
) |
Other, net |
|
|
4 |
|
|
|
25 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
2,161 |
|
|
$ |
2,611 |
|
|
$ |
1,621 |
|
|
|
|
|
|
|
|
|
|
|
The Aruba Refinerys profits are non-taxable in Aruba due to a tax holiday granted by the
Government of Aruba (GOA) through December 31, 2010. The tax holiday resulted in increased net
income of $8 million, or $0.01 per common share assuming dilution, $6 million, or $0.01 per common
share assuming dilution, and $11 million, or $0.02 per common share assuming dilution, for the
years ended December 31, 2007, 2006, and 2005, respectively.
Components of income tax expense (benefit) related to continuing operations were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal |
|
$ |
1,764 |
|
|
$ |
2,198 |
|
|
$ |
1,104 |
|
U.S. state |
|
|
96 |
|
|
|
76 |
|
|
|
92 |
|
Canada |
|
|
202 |
|
|
|
51 |
|
|
|
187 |
|
Aruba |
|
|
3 |
|
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total current |
|
|
2,065 |
|
|
|
2,328 |
|
|
|
1,385 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal |
|
|
155 |
|
|
|
285 |
|
|
|
291 |
|
U.S. state |
|
|
31 |
|
|
|
(5 |
) |
|
|
(21 |
) |
Canada |
|
|
(90 |
) |
|
|
3 |
|
|
|
(35 |
) |
Aruba |
|
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
Total deferred |
|
|
96 |
|
|
|
283 |
|
|
|
236 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
2,161 |
|
|
$ |
2,611 |
|
|
$ |
1,621 |
|
|
|
|
|
|
|
|
|
|
|
93
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The tax effects of significant temporary differences representing deferred income tax assets and
liabilities were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Deferred income tax assets: |
|
|
|
|
|
|
|
|
Tax credit carryforwards |
|
$ |
95 |
|
|
$ |
76 |
|
Net operating losses (NOL) |
|
|
36 |
|
|
|
49 |
|
Compensation and employee
benefit liabilities |
|
|
175 |
|
|
|
217 |
|
Environmental |
|
|
86 |
|
|
|
95 |
|
Inventories |
|
|
224 |
|
|
|
133 |
|
Property, plant and equipment |
|
|
- |
|
|
|
9 |
|
Other assets |
|
|
360 |
|
|
|
307 |
|
|
|
|
|
|
|
|
Total deferred income tax assets |
|
|
976 |
|
|
|
886 |
|
Less: Valuation allowance |
|
|
(54 |
) |
|
|
(100 |
) |
|
|
|
|
|
|
|
Net deferred income tax assets |
|
|
922 |
|
|
|
786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities: |
|
|
|
|
|
|
|
|
Turnarounds |
|
|
(264 |
) |
|
|
(249 |
) |
Property, plant and equipment |
|
|
(4,297 |
) |
|
|
(4,249 |
) |
Inventories |
|
|
(302 |
) |
|
|
(400 |
) |
Other |
|
|
(126 |
) |
|
|
(155 |
) |
|
|
|
|
|
|
|
Total deferred income tax liabilities |
|
|
(4,989 |
) |
|
|
(5,053 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liabilities |
|
$ |
(4,067 |
) |
|
$ |
(4,267 |
) |
|
|
|
|
|
|
|
As of December 31, 2007, we had the following U.S. federal and state income tax credit and loss
carryforwards (in millions):
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
Expiration |
U.S. state income tax credits
|
|
$ |
65 |
|
|
2008 through 2026
|
U.S. state income tax credits
|
|
|
34 |
|
|
Unlimited
|
Foreign tax credit
|
|
|
30 |
|
|
2011 |
|
|
U.S. state NOL
|
|
|
753 |
|
|
2008 through 2027
|
We have recorded a valuation allowance as of December 31, 2007 and 2006, due to uncertainties
related to our ability to utilize some of our deferred income tax assets, primarily consisting of
certain state net operating losses, state income tax credits, and foreign tax credits, before they
expire. The valuation allowance is based on our estimates of taxable income in the various
jurisdictions in which we operate and the period over which deferred income tax assets will be
recoverable. The realization of net deferred income tax assets recorded as of December 31, 2007 is
primarily dependent upon our ability to generate future taxable income in certain states and
foreign source income in the United States.
94
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Subsequently recognized tax benefits related to the valuation allowance for deferred income tax
assets as of December 31, 2007 will be allocated as follows (in millions):
|
|
|
|
|
Income tax benefit in consolidated statement of income |
|
$ |
16 |
|
Goodwill |
|
|
31 |
|
Additional paid-in capital |
|
|
7 |
|
|
|
|
|
Total |
|
$ |
54 |
|
|
|
|
|
Deferred income taxes have not been provided on the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities
and the respective tax bases of our foreign subsidiaries based on the determination that such
differences are essentially permanent in duration in that the earnings of these subsidiaries are
expected to be indefinitely reinvested in foreign operations. As of December 31, 2007, the
cumulative undistributed earnings of these subsidiaries were approximately $3.9 billion. If those
earnings were not considered indefinitely reinvested, deferred income taxes would have been
recorded after consideration of foreign tax credits. It is not practicable to estimate the amount
of additional tax that might be payable on those earnings, if distributed.
As discussed in Note 1, we adopted the provisions of FIN 48 on January 1, 2007. We did not
recognize a significant change in our liability for uncertain tax positions as a result of our
implementation of FIN 48; however, certain amounts previously reported in deferred income taxes
were reclassified to other long-term liabilities in the consolidated balance sheet as of January
1, 2007. In accordance with the provisions of FIN 48, prior period amounts were not reclassified.
The following is a reconciliation of the change in unrecognized tax benefits for the year ended
December 31, 2007 (in millions):
|
|
|
|
|
Balance as of January 1, 2007
|
|
$ |
160 |
|
Additions based on tax positions related to the current year
|
|
|
32 |
|
Additions for tax positions related to prior years
|
|
|
13 |
|
Reductions for tax positions related to prior years
|
|
|
(36 |
) |
Settlements
|
|
|
(5 |
) |
|
|
|
|
Balance as of December 31, 2007
|
|
$ |
164 |
|
|
|
|
|
Included in the balance as of December 31, 2007 are $65 million of tax benefits that, if
recognized, would reduce our annual effective tax rate. We do not expect our unrecognized tax
benefits to change significantly over the next 12 months.
We have elected to classify any interest expense and penalties related to income taxes within
income tax expense in our consolidated statements of income. During the years ended December 31,
2007, 2006, and 2005, we recognized approximately $1 million, $25 million, and $12 million in
interest and penalties. We had accrued approximately $46 million and $45 million for the payment
of interest and penalties as of December 31, 2007 and 2006, respectively.
Our tax years through 1999 and UDSs tax years through 1998 are closed to adjustment by the
Internal Revenue Service. Valeros separate tax years 2000 and 2001 (prior to the UDS Acquisition)
are currently under examination. In addition, our tax years 2002 through 2005 are currently under
examination and
95
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Premcors separate tax years 2002 through 2005 are also under examination. During 2007, the
Internal Revenue Service proposed adjustments to our 2002 and 2003 taxable income, including
adjustments related to inventory and depreciation methods. We are protesting the proposed
adjustments and do not expect that the ultimate disposition of these findings will result in a
material change to our financial position or results of operations. We believe that adequate
provisions for income taxes have been reflected in the consolidated financial statements.
19. SEGMENT INFORMATION
We have two reportable segments, refining and retail. Our refining segment includes refining
operations, wholesale marketing, product supply and distribution, and transportation operations.
The retail segment includes company-operated convenience stores, Canadian dealers/jobbers and
truckstop facilities, cardlock facilities, and home heating oil operations. Operations that are
not included in either of the two reportable segments are included in the corporate category.
The reportable segments are strategic business units that offer different products and services.
They are managed separately as each business requires unique technology and marketing strategies.
Performance is evaluated based on operating income. Intersegment sales are generally derived from
transactions made at prevailing market rates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refining |
|
Retail |
|
Corporate |
|
Total |
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues from external customers |
|
$ |
86,443 |
|
|
$ |
8,884 |
|
|
$ |
- |
|
|
$ |
95,327 |
|
Intersegment revenues |
|
|
6,298 |
|
|
|
- |
|
|
|
- |
|
|
|
6,298 |
|
Depreciation and amortization expense |
|
|
1,222 |
|
|
|
90 |
|
|
|
48 |
|
|
|
1,360 |
|
Operating income (loss) |
|
|
7,355 |
|
|
|
249 |
|
|
|
(686 |
) |
|
|
6,918 |
|
Total expenditures for long-lived assets |
|
|
2,483 |
|
|
|
107 |
|
|
|
193 |
|
|
|
2,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues from external customers |
|
|
79,406 |
|
|
|
8,234 |
|
|
|
- |
|
|
|
87,640 |
|
Intersegment revenues |
|
|
5,729 |
|
|
|
- |
|
|
|
- |
|
|
|
5,729 |
|
Depreciation and amortization expense |
|
|
985 |
|
|
|
87 |
|
|
|
44 |
|
|
|
1,116 |
|
Operating income (loss) |
|
|
8,182 |
|
|
|
182 |
|
|
|
(642 |
) |
|
|
7,722 |
|
Total expenditures for long-lived assets |
|
|
3,637 |
|
|
|
101 |
|
|
|
57 |
|
|
|
3,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues from external customers |
|
|
73,216 |
|
|
|
7,400 |
|
|
|
- |
|
|
|
80,616 |
|
Intersegment revenues |
|
|
4,971 |
|
|
|
- |
|
|
|
- |
|
|
|
4,971 |
|
Depreciation and amortization expense |
|
|
716 |
|
|
|
83 |
|
|
|
37 |
|
|
|
836 |
|
Operating income (loss) |
|
|
5,709 |
|
|
|
154 |
|
|
|
(595 |
) |
|
|
5,268 |
|
Total expenditures for long-lived assets |
|
|
2,384 |
|
|
|
106 |
|
|
|
87 |
|
|
|
2,577 |
|
96
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our principal products include conventional and CARB gasolines, RBOB, ultra-low-sulfur diesel, and
oxygenates and other gasoline blendstocks. We also produce a substantial slate of middle
distillates, jet fuel, and petrochemicals, in addition to lube oils and asphalt. Through December
31, 2005, our revenues related to crude oil buy/sell arrangements were included in the refining
segment in the other product revenues line in the table below. Commencing January 1, 2006, in
accordance with the guidance provided by EITF No. 04-13, revenues and cost of sales related to
these arrangements ceased to be recognized (see Note 1 for a discussion of EITF No. 04-13 in
Revenue Recognition). Other product revenues also include such products as gas oils, No. 6 fuel
oil, and petroleum coke. Operating revenues from external customers for our principal products for
the years ended December 31, 2007, 2006, and 2005 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Refining: |
|
|
|
|
|
|
|
|
|
|
|
|
Gasolines and blendstocks |
|
$ |
43,014 |
|
|
$ |
40,458 |
|
|
$ |
33,492 |
|
Distillates |
|
|
31,552 |
|
|
|
28,524 |
|
|
|
22,383 |
|
Petrochemicals |
|
|
3,797 |
|
|
|
3,254 |
|
|
|
2,639 |
|
Lubes and asphalts |
|
|
1,837 |
|
|
|
1,863 |
|
|
|
1,575 |
|
Other product revenues |
|
|
6,243 |
|
|
|
5,307 |
|
|
|
13,127 |
|
|
|
|
|
|
|
|
|
|
|
Total refining operating revenues |
|
|
86,443 |
|
|
|
79,406 |
|
|
|
73,216 |
|
|
|
|
|
|
|
|
|
|
|
Retail: |
|
|
|
|
|
|
|
|
|
|
|
|
Fuel sales (gasoline and diesel) |
|
|
7,235 |
|
|
|
6,709 |
|
|
|
5,945 |
|
Merchandise sales and other |
|
|
1,356 |
|
|
|
1,272 |
|
|
|
1,206 |
|
Home heating oil |
|
|
293 |
|
|
|
253 |
|
|
|
249 |
|
|
|
|
|
|
|
|
|
|
|
Total retail operating revenues |
|
|
8,884 |
|
|
|
8,234 |
|
|
|
7,400 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating revenues |
|
$ |
95,327 |
|
|
$ |
87,640 |
|
|
$ |
80,616 |
|
|
|
|
|
|
|
|
|
|
|
Operating revenues by geographic area for the years ended December 31, 2007, 2006, and 2005 are
shown in the table below (in millions). The geographic area is based on location of customer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
United States |
|
$ |
82,168 |
|
|
$ |
76,604 |
|
|
$ |
70,333 |
|
Canada |
|
|
8,142 |
|
|
|
7,275 |
|
|
|
7,591 |
|
Other foreign countries |
|
|
5,017 |
|
|
|
3,761 |
|
|
|
2,692 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating revenues |
|
$ |
95,327 |
|
|
$ |
87,640 |
|
|
$ |
80,616 |
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2007, 2006, and 2005, no customer accounted for more than 10% of
our consolidated operating revenues.
97
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Long-lived assets include property, plant and equipment, intangible assets subject to amortization,
and certain long-lived assets included in deferred charges and other assets, net. Geographic
information by country for long-lived assets consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
United States |
|
$ |
19,590 |
|
|
$ |
18,407 |
|
Canada |
|
|
2,412 |
|
|
|
2,016 |
|
Aruba |
|
|
972 |
|
|
|
909 |
|
|
|
|
|
|
|
|
Consolidated long-lived assets |
|
$ |
22,974 |
|
|
$ |
21,332 |
|
|
|
|
|
|
|
|
Total assets by reportable segment were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Refining |
|
$ |
37,703 |
|
|
$ |
34,275 |
|
Retail |
|
|
2,098 |
|
|
|
1,826 |
|
Corporate |
|
|
2,921 |
|
|
|
1,652 |
|
|
|
|
|
|
|
|
Total consolidated assets |
|
$ |
42,722 |
|
|
$ |
37,753 |
|
|
|
|
|
|
|
|
The entire balance of goodwill as of December 31, 2007 and 2006 has been included in the total
assets of the refining reportable segment.
20. EMPLOYEE BENEFIT PLANS
Pension Plans and Postretirement Benefits Other Than Pensions
We have several qualified non-contributory defined benefit plans (collectively, the Qualified
Plans), some of which are subject to collective bargaining agreements. The Qualified Plans cover
substantially all employees in the United States and generally provide eligible employees with
retirement income based on years of service and compensation during specific periods.
We also have several nonqualified supplemental executive retirement plans (Supplemental Plans),
which provide additional pension benefits to executive officers and certain other employees. The
Supplemental Plans and the Qualified Plans are collectively referred to as the Pension Plans.
We also provide certain health care and life insurance benefits for retired employees, referred to
as other postretirement benefits. Substantially all of our employees may become eligible for these
benefits if, while still working for us, they either reach normal retirement age or take early
retirement. We offer health care benefits through a self-insured plan and, for certain locations,
a health maintenance organization while life insurance benefits are provided through an insurance
company. We fund our postretirement benefits other than pensions on a pay-as-you-go basis.
Individuals who became our employees as a result of an acquisition became eligible for other
postretirement benefits under our plan as determined by the terms of the relevant acquisition
agreement.
We assumed certain obligations under various pension and other postretirement benefit plans in
conjunction with the Aruba and Premcor Acquisitions, and in connection with the Kaneb Acquisition
by NuStar
98
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Energy L.P. Our initial obligations under these plans were recorded through purchase accounting as
of the date of each respective acquisition. Our disclosures include net periodic benefit costs related to such
obligations commencing on the date of acquisition. In conjunction with the sale of NuStar GP
Holdings, LLC discussed in Note 9, effective July 1, 2006, certain eligible employees of NuStar GP,
LLC ceased participating in our Pension Plans and other postretirement benefit plans. These former
employees became participants in separate employee benefit plans of NuStar GP, LLC. Certain
liabilities related to pension and other postretirement benefits for these participants were
transferred from us to NuStar GP, LLC and are included in the disclosures below as Spin-off of
NuStar Energy L.P.
The changes in benefit obligation, the changes in fair value of plan assets, and the funded status
of our Pension Plans and other postretirement benefit plans as of and for the years ended December
31, 2007 and 2006 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement |
|
|
|
Pension Plans |
|
|
Benefit Plans |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
$ |
1,252 |
|
|
$ |
1,188 |
|
|
$ |
477 |
|
|
$ |
454 |
|
Service cost |
|
|
95 |
|
|
|
96 |
|
|
|
13 |
|
|
|
14 |
|
Interest cost |
|
|
71 |
|
|
|
64 |
|
|
|
27 |
|
|
|
24 |
|
Acquisitions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2 |
|
Participant contributions |
|
|
- |
|
|
|
- |
|
|
|
7 |
|
|
|
5 |
|
Plan amendments |
|
|
(1 |
) |
|
|
2 |
|
|
|
- |
|
|
|
- |
|
Special termination benefits |
|
|
14 |
|
|
|
- |
|
|
|
1 |
|
|
|
- |
|
Spin-off of NuStar Energy L.P. |
|
|
- |
|
|
|
(1 |
) |
|
|
- |
|
|
|
(7 |
) |
Medicare subsidy for prescription drugs |
|
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
- |
|
Benefits paid |
|
|
(78 |
) |
|
|
(84 |
) |
|
|
(20 |
) |
|
|
(18 |
) |
Actuarial (gain) loss |
|
|
(61 |
) |
|
|
(13 |
) |
|
|
(34 |
) |
|
|
3 |
|
Foreign currency exchange rate changes |
|
|
- |
|
|
|
- |
|
|
|
5 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year |
|
$ |
1,292 |
|
|
$ |
1,252 |
|
|
$ |
477 |
|
|
$ |
477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
$ |
1,156 |
|
|
$ |
793 |
|
|
$ |
- |
|
|
$ |
- |
|
Actual return on plan assets |
|
|
125 |
|
|
|
91 |
|
|
|
- |
|
|
|
- |
|
Valero contributions |
|
|
155 |
|
|
|
356 |
|
|
|
12 |
|
|
|
13 |
|
Participant contributions |
|
|
- |
|
|
|
- |
|
|
|
7 |
|
|
|
5 |
|
Medicare subsidy for prescription drugs |
|
|
- |
|
|
|
- |
|
|
|
1 |
|
|
|
- |
|
Benefits paid |
|
|
(78 |
) |
|
|
(84 |
) |
|
|
(20 |
) |
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
$ |
1,358 |
|
|
$ |
1,156 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of funded status: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
$ |
1,358 |
|
|
$ |
1,156 |
|
|
$ |
- |
|
|
$ |
- |
|
Less: Benefit obligation at end of year |
|
|
1,292 |
|
|
|
1,252 |
|
|
|
477 |
|
|
|
477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status at end of year |
|
$ |
66 |
|
|
$ |
(96 |
) |
|
$ |
(477 |
) |
|
$ |
(477 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99
VALERO ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The pre-tax amounts related to our Pension Plans and other postretirement benefit plans recognized
in our consolidated balance sheets as of December 31, 2007 and 2006 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement |
|
|
Pension Plans |
|
Benefit Plans |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Deferred charges and other assets |
|
$ |
239 |
|
|
$ |
66 |
|
|
$ |
- |
|
|
$ |
- |
|
Accrued expenses |
|
|
(13 |
) |
|
|
(13 |
) |
|
|
(18 |
) |
|
|
(17 |
) |
Other long-term liabilities |
|
|
(160 |
) |
|
|
(149 |
) |
|
|
(459 |
) |
|
|
(460 |
) |
Accumulated other comprehensive loss |
|
|
38 |
|
|
|
153 |
|
|
|
13 |
|
|
|
43 |
|
The
pre-tax amounts in accumulated other comprehensive (income)
loss as of December 31, 2007 and 2006 that
have not yet been recognized as components of net periodic benefit cost were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement |
|
|
Pension Plans |
|
Benefit Plans |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Prior
service cost (credit) |
|
$ |
22 |
|
|
$ |
25 |
|
|
$ |
(93 |
) |
|
$ |
(102 |
) |
Net
actuarial loss |
|
|
16 |
|
|
|
128 |
|
|
|
106 |
|
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
38 |
|
|
$ |
153 |
|
|
$ |
13 |
|
|
$ |
43 |
|
|