VLO 10-K Annual Report Dec. 31, 2021 | Alphaminr
VALERO ENERGY CORP/TX
ALPHAMINR

VLO 10-K Fiscal year ended Dec. 31, 2021

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VALERO ENERGY CORP/TX
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

++2.01 Agreement and Plan of Merger, dated as of October18, 2018, by and among Valero Energy Corporation; Forest Merger Sub, LLC; Valero Energy Partners LP; and Valero Energy Partners GP LLCincorporated by reference to Exhibit2.1 to Valeros current report on Form8-K dated and filed October18, 2018 (SEC File No.001-13175). 3.05 Second Certificate of Amendment (effective September17, 2004) to Restated Certificate of Incorporation of Valero Energy Corporationincorporated by reference to Exhibit3.04 to Valeros quarterly report on Form10-Q for the quarter ended September30, 2004 (SEC File No.001-13175). 3.06 Certificate of Merger of Premcor Inc. with and into Valero Energy Corporation effective September1, 2005incorporated by reference to Exhibit2.01 to Valeros quarterly report on Form10-Q for the quarter ended September30, 2005 (SEC File No.001-13175). 3.07 Third Certificate of Amendment (effective December2, 2005) to Restated Certificate of Incorporation of Valero Energy Corporationincorporated by reference to Exhibit3.07 to Valeros annual report on Form10-K for the year ended December31, 2005 (SEC File No.001-13175). 3.08 Fourth Certificate of Amendment (effective May24, 2011) to Restated Certificate of Incorporation of Valero Energy Corporationincorporated by reference to Exhibit4.8 to Valeros current report on Form8-K dated and filed May24, 2011 (SEC File No.001-13175). 3.09 Fifth Certificate of Amendment (effective May13, 2016) to Restated Certificate of Incorporation of Valero Energy Corporationincorporated by reference to Exhibit3.02 to Valeros current report on Form8-K dated May12, 2016, and filed May18, 2016 (SEC File No.001-13175). 3.10 Amended and Restated Bylaws of Valero Energy Corporationincorporated by reference to Exhibit3.01 to Valeros current report on Form 8-K dated September20, 2017 and filed September21, 2017 (SEC File No.001-13175). 4.04 Indenture dated as of March10, 2015 between Valero Energy Corporation and U.S. Bank National Association, as trustee-incorporated by reference to Exhibit4.1 to Valeros Registration Statement on FormS-3 (SEC File No.333-202635) filed March10, 2015. 4.05 Indenture, dated as of November30, 2016, between Valero Energy Partners LP, as issuer, and U.S. Bank National Association, as trusteeincorporated by reference to Exhibit4.1 to Valero Energy Partners LPs Post-Effective Amendment No.1 to Registration Statement on FormS-3 (Registration File No.333-208052) filed November30, 2016. 4.06 First Supplemental Indenture (with Parent Guarantee), dated as of January10, 2019, among Valero Energy Partners LP, as issuer; Valero Energy Corporation, as parent guarantor; and U.S. Bank National Association, as trusteeincorporated by reference to Exhibit4.2 to Valeros current report on Form8-K dated and filed January10, 2019 (SEC File No.001-13175). 4.08 Description of Valero Energy Corporation common stock, $0.01par valueincorporated by reference to Exhibit4.09 to Valeros annual report on Form10-K for the year ended December31, 2019 (SEC File No.001-13175). +10.01 Valero Energy Corporation Annual Bonus Plan, amended and restated as of February28, 2018incorporated by reference to Exhibit10.01 to Valeros annual report on Form10-K for the year ended December31, 2017 (SEC File No.001-13175). +10.02 Valero Energy Corporation 2011 Omnibus Stock Incentive Plan, amended and restated February25, 2016incorporated by reference to Exhibit10.04 to Valeros annual report on Form10-K for the year ended December31, 2015 (SEC File No.001-13175). *+10.04 Amendment No. 1 to the Valero Energy Corporation 2020 Omnibus Stock Incentive Plan effective October1, 2021. +10.05 Valero Energy Corporation Deferred Compensation Plan, amended and restated as of January1, 2008incorporated by reference to Exhibit10.04 to Valeros annual report on Form10-K for the year ended December31, 2008 (SEC File No.001-13175). +10.06 Valero Energy Corporation Amended and Restated Supplemental Executive Retirement Plan, amended and restated as of November10, 2008incorporated by reference to Exhibit10.08 to Valeros annual report on Form10-K for the year ended December31, 2008 (SEC File No.001-13175). +10.07 Valero Energy Corporation Excess Pension Plan, as amended and restated effective December31, 2011incorporated by reference to Exhibit10.10 to Valeros annual report on Form10-K for the year ended December31, 2011 (SEC File No.001-13175). +10.08 Form of Change of Control Severance Agreement (TierI) between Valero Energy Corporation and executive officerincorporated by reference to Exhibit10.15 to Valeros annual report on Form10-K for the year ended December31, 2011 (SEC File No.001-13175). +10.09 Form of Amendment (dated January7, 2013) to Change of Control Severance Agreements (to eliminate excise tax gross-up benefit)incorporated by reference to Exhibit10.17 to Valeros annual report on Form10-K for the year ended December31, 2012 (SEC File No.001-13175). +10.10 Form of Change of Control Severance Agreement (TierII-A) between Valero Energy Corporation and executive officerincorporated by reference to Exhibit10.02 to Valeros current report on Form8-K dated November2, 2016, and filed November7, 2016 (SEC File No.001-13175). +10.11 Schedule of Tier II-A Change of Control Agreementsincorporated by reference to Exhibit10.10 to Valeros annual report on Form10-K for the year ended December31, 2020 (SEC File No.001-13175). +10.12 Form of Amendment (dated January17, 2017) to Change of Control Severance Agreements, amending Section9 thereofincorporated by reference to Exhibit10.01 to Valeros current report on Form8-K dated and filed January17, 2017 (SEC File No.001-13175). +10.13 Form of Performance Share Agreement (2019 and prior outstanding grants)incorporated by reference to Exhibit10.13 to Valeros annual report on Form10-K for the year ended December31, 2019 (SEC File No.001-13175). +10.14 Form of Performance Share Agreement (2020 grantfirst tranche)incorporated by reference to Exhibit10.13 to Valeros annual report on Form10-K for the year ended December31, 2020 (SEC File No.001-13175). +10.15 Form of Stock Option Agreementincorporated by reference to Exhibit10.21 to Valeros annual report on Form10-K for the year ended December31, 2011 (SEC File No.001-13175). +10.16 Form of Performance Stock Option Agreementincorporated by reference to Exhibit10.21 to Valeros annual report on Form10-K for the year ended December31, 2012 (SEC File No.001-13175). +10.17 Form of Restricted Stock Agreement (2019 and prior outstanding grants)incorporated by reference to Exhibit10.25 to Valeros annual report on Form10-K for the year ended December31, 2012 (SEC File No.001-13175). +10.18 Form of Restricted Stock Agreement (2020 and 2021 grants)incorporated by reference to Exhibit10.17 to Valeros annual report on Form10-K for the year ended December31, 2020 (SEC File No.001-13175). +10.19 Long-Term Incentive Agreement dated as of December18, 2019, between Valero Energy Corporation and R. Lane Riggsincorporated by reference to Exhibit10.17 to Valeros annual report on Form10-K for the year ended December31, 2019 (SEC File No. 001-13175). +10.20 Letter Agreement, dated June18, 2020, between Valero Energy Corporation and DonnaM.Titzmanincorporated by reference to Exhibit10.1 to Valeros current report on Form8-K dated June18, 2020, and filed June22, 2020 (SEC File No.001-13175). +10.21 Form of Stock Unit Award Agreement for Non-Employee Directors (standard)-incorporated by reference to Exhibit10.01 to Valeros current report on Form8-K dated April30, 2019, and filed May1, 2019 (SEC File No.001-13175). +10.22 Form of Stock Unit Award Agreement for Non-Employee Directors (with one-year hold provision)-incorporated by reference to Exhibit10.02 to Valeros current report on Form8-K dated April30, 2019, and filed May1, 2019 (SEC File No.001-13175). 10.23 Fourth Amended and Restated Revolving Credit Agreement, dated as of March19, 2019, among Valero Energy Corporation, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; and the lenders named thereinincorporated by reference to Exhibit10.1 to Valeros current report on Form8-K dated March19, 2019, and filed March19, 2019 (SEC File No.001-13175). +10.24 Form of Amended and Restated Performance Share Agreement (2020 grantsecond and third tranches)incorporated by reference to Exhibit10.01 to Valeros quarterly report on Form10-Q for the quarter ended March31, 2021 (SEC File No.001-13175). +10.25 Form of Performance Share Agreement (2021 grant and current)incorporated by reference to Exhibit10.02 to Valeros quarterly report on Form10-Q for the quarter ended March31, 2021 (SEC File No.001-13175). *+10.26 Form of Restricted Stock Agreement (current). 14.02 Valero Energy Corporation Code of Business Conduct and Ethicsincorporated by reference to Exhibit14.1 to Valeros current report on Form8-K dated January26, 2021, and filed January29, 2021 (SEC File No.001-13175). *21.01 Valero Energy Corporation subsidiaries. 22.01 Subsidiary Issuer of Guaranteed Securitiesincorporated by reference to Exhibit22.01 to Valeros annual report on Form10-K for the year ended December31, 2020 (SEC File No.001-13175). *23.01 Consent of KPMG LLP dated February 22, 2022. *31.01 Rule13a-14(a) Certification (under Section302 of the Sarbanes-Oxley Act of 2002) of principal executive officer. *31.02 Rule13a-14(a) Certification (under Section302 of the Sarbanes-Oxley Act of 2002) of principal financial officer. **32.01 Section1350 Certifications (under Section906 of the Sarbanes-Oxley Act of 2002). 99.01 Audit Committee Pre-Approval Policyincorporated by reference to Exhibit99.01 to Valeros annual report on Form10-K for the year ended December31, 2020 (SEC File No.001-13175).