VALERO ENERGY CORPORATION

Offers to Purchase for Cash for Certain Outstanding Debt Securities

Up to the Maximum Aggregate Purchase Price of $1,000,000,000(a)
of the Outstanding Securities in the Priority Listed Below
(collectively, the “Notes”)

Title of Security

CUSIP/ISIN

Principal Amount Outstanding

Acceptance Priority Level(a)


3.650% Senior Notes due 2025


91913YAS9 / US91913YAS90


$324,259,000


1


2.850% Senior Notes due 2025


91913YAY6 / US91913YAY68


$1,050,000,000


2


4.375% Senior Notes due 2026(b)


91914JAA0 / US91914JAA07


$375,764,000


3


3.400% Senior Notes due 2026


91913YAU4 / US91913YAU47


$1,250,000,000


4


2.150% Senior Notes due 2027


91913YBB5 / US91913YBB56


$600,000,000


5


4.350% Senior Notes due 2028


91913YAV2 / US91913YAV20


$750,000,000


6


4.500% Senior Notes due 2028(b)


91914JAB8 / US91914JAB89


$500,000,000


7

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(a) The offers with respect to the Notes are subject to the Maximum Aggregate Purchase Price (as defined below) of $1,000,000,000 and the Series Tender Cap (as defined below). In this Offer to Purchase, all references to the aggregate purchase price of Notes include the applicable Total Consideration or Late Tender Offer Consideration (each as defined below), as applicable, and exclude applicable Accrued Interest (as defined below) and fees and expenses related to the Tender Offers (as defined below). Valero Energy Corporation (“Valero” or the “Company”) will purchase Notes having an aggregate purchase price up to the Maximum Aggregate Purchase Price, subject to the Acceptance Priority Levels (as defined below) and the Series Tender Cap set forth in the table above. Subject to applicable law, the Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Maximum Aggregate Purchase Price with respect to a particular series and/or the Series Tender Cap, in any case, at any time and in its sole discretion. Any such increase, decrease or elimination could result in the Company purchasing an aggregate principal amount of Notes having a greater or lesser aggregate purchase price than the Maximum Aggregate Purchase Price set forth herein and/or purchasing an aggregate principal amount of a series of Notes having a greater or lesser aggregate principal amount than the applicable sublimit set forth herein.

(b) Issued by Valero Energy Partners LP and guaranteed by the Company.

To view copies of the Tender Offer document(s) please click on the link(s) below:

Offer to Purchase

Any questions regarding procedures for tendering Securities or requests for additional copies of this Offer to Purchase should be directed to the Tender and Information Agent.

The Tender and Information Agent for the Tender Offers is:

D.F. KING & CO., INC.

48 Wall Street, 22nd Floor
New York, NY 10005

Banks and Brokers call: (212) 269-5550
All others call Toll Free: (800) 334-0384
Email: vlo@dfking.com

By facsimile:
(For Eligible Institutions only):
(212) 709-3328
Attention: Michael Horthman
Confirmation by Telephone: (212) 232-3233

If a Holder has questions about any of the Tender Offers or the procedures for tendering Securities, the Holder should contact the Tender and Information Agent or the Dealer Managers at their respective telephone numbers. Requests for documents relating to the Tender Offers, including this Offer to Purchase, should be directed to the Tender and Information Agent.

The Lead Dealer Managers for the Tender Offers are:


SMBC Nikko Securities America, Inc.


277 Park Avenue, 5th Floor
New York, New York 10172
Attention: Debt Capital Markets – Liability Management
Toll-Free: (888) 284-9760
Collect: (212) 224-5328
E-mail: liabilitymanagement@smbcnikkosi.com
J.P. Morgan Securities LLC

383 Madison Avenue, 6th Floor
New York, New York 10179
Attn: Liability Management
Toll-Free: (866) 834-4666
Collect: (212) 834-3424



Mizuho Securities LLC

1271 Avenue of the Americas
New York, New York 10020
Attention: Liability Management
Toll-Free: (866) 271-7403
Collect: (212) 205-7736



The Co-Dealer Managers for the Tender Offers are:

Citigroup Global Markets Inc.
MUFG Securities Americas Inc.