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VALERO ENERGY CORPORATION (Exact Name of Registrant As Specified in Its Charter)

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VALERO ENERGY CORPORATION (Exact Name of Registrant As Specified in Its Charter) Table of Contents FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR [ ] 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) Delaware 74-1828067 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Valero Place San Antonio, Texas 78212 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (210) 370-2000 Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.01 par value, and Preferred Share Purchase Rights, listed on the New York Stock Exchange. Securities registered pursuant to Section 12(g) of the Act: None. 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 [X] No [ ] 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 registrant’s 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ] The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately $4.1 billion based on the last sales price quoted as of June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter. As of February 29, 2004, 129,889,750 shares of the registrant’s common stock were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Valero intends to file with the Securities and Exchange Commission before April 30, 2004 a definitive Proxy Statement for Valero’s Annual Meeting of Stockholders scheduled for April 29, 2004, at which directors of Valero will be elected. Portions of the 2004 Proxy Statement are incorporated by reference in Part III of this Form 10-K and are deemed to be a part of this report. Table of Contents CROSS-REFERENCE SHEET The following table indicates the headings in the 2004 Proxy Statement where the information required in Part III of Form 10-K may be found. Form 10-K Item No. and Caption Heading in 2004 Proxy Statement 10. Directors and Executive Officers of the Registrant Information Regarding the Board of Directors, Independent Directors, Audit Committee, Code of Ethics for Senior Financial Officers, Proposal No. 1 Election of Directors, Information Concerning Nominees and Other Directors and Section 16(a) Beneficial Ownership Reporting Compliance 11. Executive Compensation Compensation Committee, Compensation of Directors, Performance Graph, Report of the Compensation Committee of the Board of Directors on Executive Compensation, Executive Compensation and Certain Relationships and Related Transactions 12. Security Ownership of Certain Beneficial Owners and Beneficial Ownership of Valero Securities and Equity Compensation Management and Related Stockholder Matters Plan Information 13. Certain Relationships and Related Transactions Certain Relationships and Related Transactions 14. Principal Accountant Fees and Services Ernst & Young LLP Fees for Fiscal Year 2003, Ernst & Young LLP Fees for Fiscal Year 2002 and Audit Committee Preapproval 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, Vice President and Corporate Secretary, Valero Energy Corporation, P.O. Box 500, San Antonio, Texas 78292-0500. ii TABLE OF CONTENTS PART I ITEMS 1. & 2. BUSINESS & PROPERTIES RECENT DEVELOPMENTS SEGMENTS VALERO’S OPERATIONS COMPETITION ENVIRONMENTAL MATTERS EMPLOYEES PROPERTIES EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES PART III ITEMS 10-14 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K SIGNATURES Table of Contents CONTENTS PAGE PART I Items 1. & 2. Business & Properties 4 Recent Developments 5 Segments 6 Valero’s Operations 7 Competition 16 Environmental Matters 16 Employees 18 Properties 18 Executive Officers of the Registrant 19 Item 3. Legal Proceedings 20 Item 4. Submission of Matters to a Vote of Security Holders 22 PART II Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters 23 Item 6. Selected Financial Data 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 52 Item 8. Financial Statements and Supplementary Data 58 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 119 Item 9A. Controls and Procedures 119 PART III Item 10. Directors and Executive Officers of the Registrant 119 Item 11. Executive Compensation 119 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 119 Item 13. Certain Relationships and Related Transactions 119 Item 14. Principal Accountant Fees and Services 119 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 120 Signatures . 126 3 Table of Contents CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This Form 10-K contains certain estimates, predictions, projections, assumptions and other forward-looking statements (as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) that involve various risks and uncertainties. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect Valero’s current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested in this report. These forward-looking statements generally can be identified by the words “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “project,” “budget,” “forecast,” “will,” “could,” “should,” “may” and similar expressions. Some important factors (but not necessarily all factors) that could affect Valero’s sales, growth, profitability and operating results, or that otherwise could cause actual results to differ materially from those forecasted by Valero are discussed in (a) Part I of this report under the headings “Competition” and “Environmental Matters,” (b) Part II of this report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward-Looking Statements,” and (c) Valero’s other filings with the Securities and Exchange Commission. Valero does not intend to update these statements unless the securities laws require Valero to do so, and Valero does not undertake to release publicly the result of any revisions to any forward-looking statements that may be made to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events. PART I ITEMS 1. & 2. BUSINESS & PROPERTIES Valero Energy Corporation1 is a Fortune 500 company based in San Antonio, Texas with approximately 20,000 employees and annual revenues of approximately $38 billion. Valero’s common stock trades on the New York Stock Exchange (NYSE) under the symbol “VLO.” Valero’s principal executive offices are located at One Valero Place, San Antonio, Texas, 78212, and its telephone number is (210) 370-2000. When used in this report, the term “Valero” may refer, depending upon the context, to Valero Energy Corporation, to one or more of its consolidated subsidiaries or to all of them taken as a whole. Valero’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934 are available free of charge on Valero’s internet website at http://www.valero.com as soon as reasonably practicable after Valero electronically files such material with, or furnishes it to, the Securities and Exchange Commission. Valero currently owns and operates 15 refineries having a combined throughput capacity of approximately 2.4 million barrels per day (BPD). Valero’s refining network extends from eastern Canada to the U.S. Gulf Coast and West Coast and includes the island of Aruba. Valero produces premium, environmentally clean products such as reformulated gasoline (RFG), gasoline meeting the specifications of the California Air Resources Board (CARB), CARB diesel fuel, low-sulfur diesel fuel and oxygenates (liquid hydrocarbon compounds containing oxygen). Valero also produces a substantial slate of conventional gasolines, distillates, jet fuel, asphalt and petrochemicals. 1 Valero was incorporated in Delaware in 1981 under the name Valero Refining and Marketing Company. On August 1, 1997, Valero’s name was changed from Valero Refining and Marketing Company to Valero Energy Corporation.
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