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Debt and Finance Lease Obligations
 12 Months Ended
Dec. 31, 2023
Debt and Lease Obligation [Abstract]  
DEBT AND FINANCE LEASE OBLIGATIONS
9.    DEBT AND FINANCE LEASE OBLIGATIONS

Debt, at stated values, and finance lease obligations consisted of the following (in millions):
Final
Maturity		December 31,
20232022
Credit facilities:
Valero Revolver
2027$— $— 
Canadian Revolver
2023n/a— 
Accounts Receivable Sales Facility2024— — 
DGD Revolver2026250 100 
DGD Loan Agreement2026— 25 
IEnova Revolver
2028766 717 
Public debt:
Valero Senior Notes
1.200%
2024167 167 
2.850%
2025251 251 
3.65%
2025189 189 
3.400%
2026426 426 
2.150%
2027564 578 
4.350%
2028591 606 
4.000%
2029439 439 
8.75%
2030200 200 
2.800%
2031462 472 
7.5%
2032729 733 
6.625%
20371,380 1,442 
6.75%
203724 24 
10.500%
2039113 113 
4.90%
2045621 626 
3.650%
2051829 855 
4.000%
2052508 553 
7.45%
209770 70 
Valero Energy Partners LP (VLP) Senior Notes
4.375%
2026146 146 
4.500%
2028456 474 
Debenture, 7.65%
2026100 100 
Other debt202414 19 
Net unamortized debt issuance costs and other(77)(84)
Total debt9,218 9,241 
Finance lease obligations (see Note 5)
2,306 2,394 
Total debt and finance lease obligations11,524 11,635 
Less: Current portion1,406 1,109 
Debt and finance lease obligations, less current portion$10,118 $10,526 
Credit Facilities
Valero Revolver
We have a $4 billion revolving credit facility (the Valero Revolver) that matures in November 2027. We have the option to increase the aggregate commitments under the Valero Revolver to $5.5 billion, subject to certain conditions. The Valero Revolver also provides for the issuance of letters of credit of up to $2.4 billion.

Outstanding borrowings under the Valero Revolver bear interest, at our option, at either (i) the Adjusted Term SOFR, a secured overnight financing rate (SOFR) or (ii) the Alternate Base Rate (each of these rates is defined in the Valero Revolver), plus the applicable margins. The Valero Revolver also requires payments for customary fees, including facility fees, letter of credit participation fees, and administrative agent fees. The interest rate and facility fees under the Valero Revolver are subject to adjustment based upon the credit ratings assigned to our senior unsecured debt.

Canadian Revolver
One of our Canadian subsidiaries had a C$150 million committed revolving credit facility (the Canadian Revolver) with a maturity date of November 2023. The Canadian Revolver provided for the issuance of letters of credit. Prior to November 30, 2023, all letters of credit under this facility were canceled and the facility was terminated.

Accounts Receivable Sales Facility
We have an accounts receivable sales facility with a group of third-party entities and financial institutions to sell up to $1.3 billion of eligible trade receivables on a revolving basis. In July 2023, we extended the maturity date of this facility to July 2024. Under this program, one of our marketing subsidiaries (Valero Marketing) sells eligible receivables, without recourse, to another of our subsidiaries (Valero Capital), whereupon the receivables are no longer owned by Valero Marketing. Valero Capital, in turn, sells an undivided percentage ownership interest in the eligible receivables, without recourse, to the third-party entities and financial institutions. To the extent that Valero Capital retains an ownership interest in the receivables it has purchased from Valero Marketing, such interest is included in our financial statements solely as a result of the consolidation of the financial statements of Valero Capital with those of Valero Energy Corporation; the receivables are not available to satisfy the claims of the creditors of Valero Marketing or Valero Energy Corporation.

As of December 31, 2023 and 2022, $2.6 billion and $3.0 billion, respectively, of our accounts receivable composed the designated pool of accounts receivable included in the program. All amounts outstanding under the accounts receivable sales facility are reflected as debt in our balance sheets and proceeds and repayments are reflected as cash flows from financing activities. Outstanding borrowings under the facility bear interest, at either (i) an adjusted daily simple SOFR or (ii) an alternate base rate as allowed under the terms of this facility, plus applicable margins. The interest rates under the program are subject to adjustment based upon the credit ratings assigned to our senior unsecured debt. The program also requires payments for customary fees, including facility fees.

DGD Revolver
In March 2021, DGD, as described in Note 12, entered into a $400 million unsecured revolving credit facility (the DGD Revolver) with a syndicate of financial institutions. In June 2023, DGD amended this
facility to (i) extend the maturity date from March 2024 to June 2026 and (ii) transition the benchmark reference interest rate previously based on the London Interbank Offered Rate (LIBOR) to a SOFR. DGD has the option to increase the aggregate commitments under the DGD Revolver to $550 million, subject to certain restrictions. The DGD Revolver also provides for the issuance of letters of credit of up to $150 million. The DGD Revolver is only available to fund the operations of DGD, and the creditors of DGD do not have recourse against us. As of December 31, 2023, all outstanding borrowings under this facility are reflected in current portion of debt as payment is expected to occur in 2024.

Effective June 2023, outstanding borrowings under the DGD Revolver generally bear interest, at DGD’s option, at (i) an alternate base rate, (ii) an adjusted term SOFR, or (iii) an adjusted daily simple SOFR as allowed under the terms of the agreement for the applicable interest period in effect from time to time, plus the applicable margins. As of December 31, 2023 and 2022, the variable interest rate on the DGD Revolver was 7.201 percent and 5.880 percent, respectively. The DGD Revolver also requires payments for customary fees, including unused commitment fees, letter of credit fees, and administrative agent fees.

DGD Loan Agreement
DGD had an unsecured revolving loan agreement with its members (Darling Ingredients Inc. (Darling) and us) with a maturity date of April 2022. Under this agreement, each member had committed $25 million, resulting in aggregate commitments of $50 million. In March 2022, the maturity date of this facility was extended to April 2023, and then further extended to June 2023. In June 2023, DGD entered into a new unsecured revolving loan agreement (the DGD Loan Agreement) with its members that replaced and superseded the previous agreement. The new agreement includes the following modifications from the previous agreement: (i) extends the maturity date from June 2023 to June 2026, (ii) increases each member’s commitment from $25 million to $100 million, resulting in an increase in aggregate commitments from $50 million to $200 million, and (iii) transitions the benchmark reference interest rate previously based on the LIBOR to a SOFR. The DGD Loan Agreement is only available to fund the operations of DGD. Any outstanding borrowings under this agreement represent loans made by the noncontrolling member as any transactions between DGD and us under this agreement are eliminated in consolidation.

Effective June 2023, outstanding borrowings under the DGD Loan Agreement bear interest at a term SOFR for the applicable interest period in effect from time to time plus the applicable margin. There were no outstanding borrowings under the DGD Loan Agreement as of December 31, 2023. As of December 31, 2022, the variable interest rate was 6.672 percent.
IEnova Revolver
Central Mexico Terminals, as described in Note 12, has a combined $830 million unsecured revolving credit facility (IEnova Revolver) with IEnova (defined in Note 12), that matures in February 2028. IEnova may terminate this revolver at any time and demand repayment of all outstanding amounts; therefore, all outstanding borrowings are reflected in current portion of debt. The IEnova Revolver is only available to fund the operations of Central Mexico Terminals, and the creditors of Central Mexico Terminals do not have recourse against us.

Outstanding borrowings under the IEnova Revolver bear interest at a SOFR for the applicable interest period in effect from time to time plus the applicable margin. The interest rate under this revolver is
subject to adjustment, with agreement by both parties, based upon changes in market conditions. As of December 31, 2023 and 2022, the variable interest rate was 9.245 percent and 7.393 percent, respectively.
Summary of Credit Facilities
We had outstanding borrowings, letters of credit issued, and availability under our credit facilities as follows (in millions):
December 31, 2023
Facility
Amount		Maturity DateOutstanding
Borrowings		Letters of Credit
Issued (a)		Availability
Committed facilities:
Valero Revolver$4,000 November 2027$— $4 $3,996 
Accounts receivable
sales facility
1,300 July 2024— n/a1,300 
Committed facilities of
VIEs (b):
DGD Revolver400 June 2026250 54 96 
DGD Loan Agreement (c)100 June 2026— n/a100 
IEnova Revolver830 February 2028766 n/a64 
Uncommitted facilities:
Letter of credit facilitiesn/an/an/a— n/a
________________________
(a)Letters of credit issued as of December 31, 2023 expire at various times in 2024 through 2026.
(b)Creditors of the VIEs do not have recourse against us.
(c)The amounts shown for this facility represent the facility amount available from, and borrowings outstanding to, the noncontrolling member as any transactions between DGD and us under this facility are eliminated in consolidation.

We are charged letter of credit issuance fees under our various uncommitted short-term bank credit facilities. These uncommitted credit facilities have no commitment fees or compensating balance requirements.
Activity under our credit facilities was as follows (in millions):
Year Ended December 31,
202320222021
Borrowings:
Accounts receivable sales facility$1,750 $1,600 $— 
DGD Revolver550 759 276 
DGD Loan Agreement— 50 25 
IEnova Revolver120 105 81 
Repayments:
Accounts receivable sales facility(1,750)(1,600)— 
DGD Revolver(400)(759)(176)
DGD Loan Agreement(25)(50)— 
IEnova Revolver(71)(67)— 
Public Debt
In February 2023, we used cash on hand to purchase and retire a portion of the following notes (in millions):
Debt Purchased and RetiredPrincipal
Amount
6.625% Senior Notes due 2037
$62 
3.650% Senior Notes due 2051
26 
4.000% Senior Notes due 2052
45 
Various other Valero and VLP Senior Notes66 
Total$199 
During the year ended December 31, 2022, the following activity occurred:

•In November and December 2022, we used cash on hand to purchase and retire a portion of the following notes (in millions):
Debt Purchased and RetiredPrincipal
Amount
2.150% Senior Notes due 2027
$22 
4.500% VLP Senior Notes due 2028
26 
2.800% Senior Notes due 2031
28 
6.625% Senior Notes due 2037
58 
4.90% Senior Notes due 2045
24 
3.650% Senior Notes due 2051
95 
4.000% Senior Notes due 2052
97 
7.45% Senior Notes due 2097
30 
Various other Valero Senior Notes62 
Total$442 

•In September 2022, we used cash on hand to purchase and retire a portion of the following notes in connection with cash tender offers that we publicly announced in August 2022 and completed in September 2022 (in millions):
Debt Purchased and RetiredPrincipal
Amount
3.65% Senior Notes due 2025
$48 
2.850% Senior Notes due 2025
291 
4.375% VLP Senior Notes due 2026
62 
3.400% Senior Notes due 2026
166 
4.350% Senior Notes due 2028
131 
4.000% Senior Notes due 2029
552 
Total$1,250 

•In June 2022, we reduced our debt through the acquisition of the $300 million of 4.00 percent Gulf Opportunity Zone Revenue Bonds Series 2010 that are due December 1, 2040, but were subject to mandatory tender on June 1, 2022. We have the option to effectuate a remarketing of these bonds.

•In February 2022, we issued $650 million of 4.000 percent Senior Notes due June 1, 2052. Proceeds from this debt issuance totaled $639 million before deducting the underwriting discount and other debt issuance costs. The proceeds and cash on hand were used to purchase and retire a
portion of the following notes in connection with cash tender offers that we publicly announced and completed in February 2022 (in millions):
Debt Purchased and RetiredPrincipal
Amount
3.65% Senior Notes due 2025
$72 
2.850% Senior Notes due 2025
507 
4.375% VLP Senior Notes due 2026
168 
3.400% Senior Notes due 2026
653 
Total$1,400 

During the year ended December 31, 2021, the following activity occurred:

•In November 2021, we issued $500 million of 2.800 percent Senior Notes due December 1, 2031 and $950 million of 3.650 percent Senior Notes due December 1, 2051. Proceeds from these debt issuances totaled $1.446 billion before deducting the underwriting discounts and other debt issuance costs. These proceeds and cash on hand were used to redeem or purchase and retire a portion of the following notes in connection with cash tender offers that we publicly announced in November 2021 and completed in December 2021 (in millions):
Debt Redeemed or
Purchased and Retired		Principal
Amount
2.700% Senior Notes due 2023
$850 
1.200% Senior Notes due 2024
756 
3.65% Senior Notes due 2025
276 
4.375% VLP Senior Notes due 2026
124 
10.500% Senior Notes due 2039
137 
Total$2,143 

In connection with the early debt redemption and retirement activity described above, we recognized a charge of $193 million in “other income, net” comprised of $179 million of premiums paid, $10 million of unamortized debt discounts and deferred debt costs, and $4 million of bank fees.

•In September 2021, we redeemed our Floating Rate Senior Notes due September 15, 2023 for $575 million.
Other Disclosures
“Interest and debt expense, net of capitalized interest” is comprised as follows (in millions):
Year Ended December 31,
202320222021
Interest and debt expense$611 $619 $651 
Less: Capitalized interest19 57 48 
Interest and debt expense, net of
capitalized interest
$592 $562 $603 

Our credit facilities and other debt arrangements contain various customary restrictive covenants, including cross-default and cross-acceleration clauses.

Principal maturities for our debt obligations as of December 31, 2023 were as follows (in millions):
2024 (a)$1,197 
2025441 
2026672 
2027564 
20281,047 
Thereafter5,374 
Net unamortized debt issuance costs and other(77)
Total debt$9,218 
________________________
(a)Maturities for 2024 include the DGD Revolver and the IEnova Revolver.