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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1996
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-368-2
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Chevron Corporation
(Exact name of registrant as specified in its charter)
Delaware 94-0890210
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
575 Market Street, San Francisco, California 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 894-7700
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NONE
----
(Former name or former address, if changed since last report.)
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 the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
Class Outstanding as of June 30, 1996
----------------------------- --------------------------------
Common stock, $1.50 par value 652,748,141
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INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Income for the three months
and six months ended June 30, 1996 and 1995
Consolidated Balance Sheet at June 30, 1996 and
December 31, 1995 3
Consolidated Statement of Cash Flows for the six
months ended June 30, 1996 and 1995 4
Notes to Consolidated Financial Statements 5-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Listing of Exhibits and Reports on Form 8-K 18
Signature 18
Exhibit: Computation of Ratio of Earnings to Fixed Charges 19
-1-
PART I. FINANCIAL INFORMATION
CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
Millions of Dollars, Except Per Share Amounts 1996 1995 1996 1995
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Revenues
Sales and other operating revenues* $10,514 $ 9,397 $20,671 $18,217
Equity in net income of
affiliated companies 446 114 582 345
Other income 37 56 80 49
--------------------------------
Total Revenues 10,997 9,567 21,333 18,611
Costs and Other Deductions
Purchased crude oil and products 5,498 4,616 10,946 9,134
Operating expenses 1,514 1,346 2,827 2,711
Exploration expenses 118 71 210 142
Selling, general and administrative expenses 386 342 740 643
Depreciation, depletion and amortization 524 566 1,055 1,142
Taxes other than on income* 1,452 1,417 2,865 2,790
Interest and debt expense 85 104 181 214
--------------------------------
Total Costs and Other Deductions 9,577 8,462 18,824 16,776
Income Before Income Tax Expense 1,420 1,105 2,509 1,835
Income Tax Expense 548 498 1,021 769
--------------------------------
Net Income $ 872 $ 607 $1,488 $1,066
Per Share of Common Stock:
Net Income $ 1.34 $ .93 $ 2.28 $ 1.63
Dividends $ .50 $.4625 $ 1.00 $ .925
Weighted Average Number of
Shares Outstanding (000s) 652,714 652,017 652,638 651,956
* Includes consumer excise taxes. $1,277 $1,227 $2,521 $2,412
See accompanying notes to consolidated financial statements.
-2-
CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
June 30, December 31,
Millions of Dollars 1996 1995
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ASSETS
Cash and cash equivalents $ 1,052 $ 621
Marketable securities 437 773
Accounts and notes receivable 4,332 4,014
Inventories:
Crude oil and petroleum products 847 822
Chemicals 424 487
Materials, supplies and other 308 289
----------------------
1,579 1,598
Prepaid expenses and other current assets 898 861
----------------------
Total Current Assets 8,298 7,867
Long-term receivables 147 149
Investments and advances 3,912 4,087
Properties, plant and equipment, at cost 48,854 48,031
Less: accumulated depreciation, depletion and amortization 27,082 26,335
----------------------
21,772 21,696
Deferred charges and other assets 529 531
----------------------
Total Assets $34,658 $34,330
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt $ 3,377 $ 3,806
Accounts payable 3,256 3,294
Accrued liabilities 1,281 1,257
Federal and other taxes on income 696 558
Other taxes payable 558 530
----------------------
Total Current Liabilities 9,168 9,445
Long-term debt 3,685 4,133
Capital lease obligations 357 388
Deferred credits and other non-current obligations 1,961 1,992
Non-current deferred income taxes 2,676 2,433
Reserves for employee benefit plans 1,613 1,584
----------------------
Total Liabilities 19,460 19,975
Preferred stock (authorized 100,000,000
shares, $1.00 par value, none issued) - -
Common stock (authorized 1,000,000,000 shares,
$1.50 par value, 712,487,068 shares issued) 1,069 1,069
Capital in excess of par value 1,868 1,863
Deferred compensation - Employee Stock Ownership Plan (ESOP) (800) (850)
Currency translation adjustment and other 111 174
Retained earnings 14,985 14,146
Treasury stock, at cost (shares 59,738,927
and 60,160,057 at June 30, 1996
and December 31, 1995, respectively) (2,035) (2,047)
----------------------
Total Stockholders' Equity 15,198 14,355
----------------------
Total Liabilities and Stockholders' Equity $34,658 $34,330
See accompanying notes to consolidated financial statements.
-3-
CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended
June 30,
----------------------
Millions of Dollars 1996 1995
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Operating Activities
Net income $1,488 $1,066
Adjustments
Depreciation, depletion and amortization 1,055 1,142
Dry hole expense related to prior years' expenditures 22 6
Distributions greater than (less than)
equity in affiliates' income 108 (126)
Net before-tax losses on asset retirements and sales 46 16
Net currency translation losses - 34
Deferred income tax provision 242 141
Net increase in operating working capital (161) (432)
Other (33) (76)
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Net Cash Provided by Operating Activities 2,767 1,771
Investing Activities
Capital expenditures (1,533) (1,584)
Proceeds from asset sales 339 354
Net sales of marketable securities 334 378
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Net Cash Used for Investing Activities (860) (852)
Financing Activities
Net repayments of short-term obligations (501) (261)
Proceeds from issuances of long-term debt 74 418
Repayments of long-term debt and other
financing obligations (388) (62)
Cash dividends paid (653) (603)
Purchases of treasury shares (3) (2)
----------------------
Net Cash Used for Financing Activities (1,471) (510)
Effect of Exchange Rate Changes on Cash and Cash Equivalents (5) 2
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Net Change in Cash and Cash Equivalents 431 411
Cash and Cash Equivalents at January 1 621 413
----------------------
Cash and Cash Equivalents at June 30 $ 1,052 $ 824
See accompanying notes to consolidated financial statements.
-4-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying consolidated financial statements of Chevron Corporation and
its subsidiaries (the company) have not been audited by independent
accountants, except for the balance sheet at December 31, 1995. In the opinion
of the company's management, the interim data include all adjustments necessary
for a fair statement of the results for the interim periods. These adjustments
were of a normal recurring nature, except for the special items described in
Note 2.
Certain notes and other information have been condensed or omitted from the
interim financial statements presented in this Quarterly Report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with the
company's 1995 Annual Report on Form 10-K.
The results for the three-month and six-month periods ended June 30, 1996 are
not necessarily indicative of future financial results.
Note 2. Net Income
In the quarter and in the six-month period ended June 30, 1996, net special
gains of $172 million were included in net income. The company's net share of
the gain from its Caltex affiliate's sale of refinery interests in Japan, after
including the effect of the company's taxes on the related cash distribution,
was $275 million. Partially offsetting this gain were losses of $36 million
from an additional loss provision for the company's withdrawal from its real
estate development business and from the write-off of the value of certain
assets, $24 million from environmental remediation provisions for the company's
U.S. upstream properties and Canadian downstream properties, and $43 million
from provisions for several litigation and other claims.
Net income for the second quarter of 1995 included $4 million in special
charges for employee severance provisions connected with work force reduction
programs.
Special items increased net income by $59 million for the six-month period
ended June 30, 1995. A net gain of $80 million, primarily related to the sale
of land by a Caltex affiliate, was offset by charges of $10 million for
environmental remediation provisions associated with U. S. marketing
properties, formerly held by the company, and charges of $11 million for
employee severance provisions.
Foreign exchange losses included in second quarter 1996 net income were $6
million, compared with gains of $6 million in second quarter 1995. For the
first six months of 1996, net income included foreign exchange losses of $20
million, compared with gains of $6 million in the same period of 1995.
Note 3. Information Relating to the Statement of Cash Flows
The "Net increase in operating working capital" is composed of the following:
Six Monthss Ended
June 30,
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Millions of Dollars 1996 1995
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Increase in accounts and notes receivable $ (310) $ (447)
Decrease (increase) in inventories 19 (28)
Increase in prepaid expenses and other current assets (49) (101)
Increase in accounts payable and accrued liabilities 9 82
Increase in income and other taxes payable 170 62
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Net increase in operating working capital $ (161) $ (432)
-5-
"Net Cash Provided by Operating Activities" includes the following cash
payments for interest on debt and for income taxes:
Six Months Ended
June 30,
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Millions of Dollars 1996 1995
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Interest paid on debt (net of capitalized interest) $ 183 $ 199
Income taxes paid $ 637 $ 600
The "Net sales of marketable securities" consists of the following gross
amounts:
Six Months Ended
June 30,
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Millions of Dollars 1996 1995
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Marketable securities purchased $(1,586) $(1,073)
Marketable securities sold 1,920 1,451
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Net sales of marketable securities $ 334 $ 378
The Consolidated Statement of Cash Flows excludes the following non-cash
transactions:
The company's Employee Stock Ownership Plan (ESOP) repaid $50 million of
matured debt in January of 1996 and 1995, respectively, that had been
guaranteed by Chevron Corporation. These payments were recorded by the company
as a reduction in its debt outstanding and in Deferred Compensation - ESOP.
Note 4. Summarized Financial Data - Chevron U.S.A. Inc.
Chevron U.S.A. Inc. is Chevron Corporation's principal operating company,
consisting primarily of the company's United States integrated petroleum
operations (excluding most of the domestic pipeline operations). These
operations are conducted by three divisions: Chevron U.S.A. Production Company,
Chevron Products Company and Warren Petroleum Company. Summarized financial
information for Chevron U.S.A. Inc. and its consolidated subsidiaries is
presented in the following table.
Three Months Ended Six Months Ended
June 30, June 30,
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Millions of Dollars 1996 1995 1996 1995
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Sales and other operating revenues $7,445 $6,310 $14,444 $12,243
Costs and other deductions 6,981 6,062 13,716 12,105
Net income 320 191 553 158
June 30, December 31,
Millions of Dollars 1996 1995
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Current assets $ 3,737 $ 3,426
Other assets 12,976 13,666
Current liabilities 4,753 5,800
Other liabilities 5,450 5,357
Net worth 6,510 5,935
-6-
Note 5. Summarized Financial Data - Chevron Transport Corporation
Chevron Transport Corporation (CTC), a Liberian corporation, is an indirect,
wholly-owned subsidiary of Chevron Corporation. CTC is the principal operator
of Chevron's international tanker fleet and is engaged in the marine
transportation of crude oil and refined petroleum products. Most of CTC's
shipping revenue is derived from providing transportation services to other
Chevron companies. Chevron Corporation has guaranteed this subsidiary's
obligations in connection with certain debt securities where CTC is deemed to
be an issuer. In accordance with the Securities and Exchange Commission's
disclosure requirements, summarized financial information for CTC and its
consolidated subsidiaries is presented below. This summarized financial data
was derived from the financial statements prepared on a stand alone basis in
conformity with generally accepted accounting principles.
Three Months Ended Six Months Ended
June 30, June 30,
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Millions of Dollars 1996 1995 1996 1995
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Sales and other operating revenues $143 $118 $266 $223
Costs and other deductions 148 124 290 241
Net income (loss) 12 (5) 9 (25)
June 30, December 31,
Millions of Dollars 1996 1995
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Current assets $ 44 $ 37
Other assets 1,665 1,561
Current liabilities 590 459
Other liabilities 402 431
Net worth 717 708
Separate financial statements and other disclosures with respect to CTC are
omitted as such separate financial statements and other disclosures are not
material to investors in the debt securities deemed issued by CTC. There were
no restrictions on CTC's ability to pay dividends or make loans or advances at
June 30, 1996.
Note 6. Summarized Financial Data - Caltex Group of Companies
Summarized financial information for the Caltex Group of Companies, owned 50
percent by Chevron and 50 percent by Texaco Inc., is as follows (amounts
reported are on a 100 percent Caltex Group basis):
Three Months Ended Six Months Ended
June 30, June 30,
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Millions of Dollars 1996 1995 1996 1995
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Sales and other operating revenues $3,129 $3,831 $7,214 $7,873
Operating income 270 238 549 495
Net income 795 164 989 580
In the second quarter of 1996, Caltex recorded a net gain of about $630 million
for the sale of certain refinery interests in Japan. A dividend of part of the
proceeds from the sale was distributed to its shareholders.
In the first quarter of 1995, Caltex recorded a net gain for U.S. financial
reporting of $171 million relating to the sale by a Caltex affiliate in Japan
of certain land and air utility rights required for a public project.
-7-
Note 7. Income Taxes
Taxes on income for the second quarter and first half of 1996 were $548 million
and $1.021 billion, respectively, compared with $498 million and $769 million
for the comparable 1995 periods. The effective income tax rate for the first
half of 1996 decreased to 40.7 percent from 41.9 percent in the 1995 first
half. The primary reasons for the decrease were a proportional shift in
international earnings from higher effective tax-rate countries to lower tax-
rate countries in combination with the after-tax effect of asset dispositions.
These effects were offset partially by a proportional decrease in equity
affiliates' earnings, excluding the effect of the company's share of Caltex's
gain from the sale of refinery interests in Japan, recorded on an after-tax
basis.
Note 8. Contingent Liabilities
Litigation -
The company is a defendant in numerous lawsuits, including an action brought
against the company by OXY USA Inc. (OXY) in an Oklahoma state court.
Plaintiffs may seek to recover large and sometimes unspecified amounts, and
some matters may remain unresolved for several years. It is not practical to
estimate a range of possible loss for the company's litigation matters, but
losses could be material with respect to earnings in any given period.
However, management is of the opinion that resolution of the lawsuits will not
result in any significant liability to the company in relation to its
consolidated financial position or liquidity.
The OXY lawsuit relates to damages claimed by OXY, as successor in interest to
Cities Service Company, to have resulted from the allegedly improper
termination by Gulf Oil Corporation (which was acquired by Chevron in 1984) of
a merger agreement with OXY. Trial ended in July 1996 with the jury finding
for the company on OXY's claims that Gulf committed fraud or willfully and
maliciously breached its contract with Cities. However, the court directed a
verdict for OXY on the basic breach of contract claim, and on the amount of
damages OXY was entitled to recover if the jury found that the settlement and
repurchase were done in reliance on the merger with Gulf, resulting in a
judgment of $742 million. The company has posted an appropriate bond, intends
to appeal and will continue to defend the case vigorously. While the ultimate
outcome of this matter cannot be determined presently with certainty, the
company believes that errors were committed by the trial court that should
result in the judgment being reversed on appeal.
Other Contingencies -
The U.S. federal income tax and California franchise tax liabilities of the
company have been settled through 1976 and 1987, respectively. For federal
income tax purposes, all issues other than the allocation of state income taxes
and the creditability of taxes paid to the Government of Indonesia have been
resolved through 1987. A Tax Court decision in 1995 confirmed the validity of
tax regulations for allocating state income taxes. The company is currently
working with the Internal Revenue Service to agree on a methodology that could
apply to all years. The Indonesia issue applies only to years after 1982.
While the amounts under dispute with the IRS are significant, settlement of
open tax matters is not expected to have a material effect on the consolidated
net assets or liquidity of the company and, in the opinion of management,
adequate provision has been made for income and franchise taxes for all years
either under examination or subject to future examination.
The company and its subsidiaries have certain other contingent liabilities with
respect to guarantees, direct or indirect, of debt of affiliated companies or
others and long-term unconditional purchase obligations and commitments,
throughput agreements and take-or-pay agreements, some of which relate to
suppliers' financing arrangements.
The company is subject to loss contingencies pursuant to environmental laws and
regulations that in the future may require the company to take action to
correct or ameliorate the effects on the environment of prior disposal or
release of chemical or petroleum substances by the company or other parties.
Such contingencies may exist for various sites including, but not limited to:
Superfund sites, refineries, oil fields, service stations, terminals
-8-
and land development areas, whether operating, closed or sold. The amount of
such future cost is indeterminable due to such factors as the unknown magnitude
of possible contamination, the unknown timing and extent of the corrective
actions that may be required, the determination of the company's liability in
proportion to other responsible parties and the extent to which such costs are
recoverable from third parties. While the company has provided for known
environmental obligations that are probable and reasonably estimable, the
amount of future costs may be material to results of operations in the period
in which they are recognized. The company does not expect these costs to have
a material effect on its consolidated financial position or liquidity. Also,
the company does not believe its obligations to make such expenditures has had
or will have any significant impact on the company's competitive position
relative to other domestic or international petroleum or chemical concerns.
The company's operations, particularly oil and gas exploration and production,
can be affected by changing economic, regulatory and political environments in
the various countries, including the United States, in which it operates. In
certain locations, host governments have imposed restrictions, controls and
taxes, and, in others, political conditions have existed that may threaten the
safety of employees and the company's continued presence in those countries.
Internal unrest or strained relations between a host government and the company
or other governments may affect the company's operations. Those developments
have, at times, significantly affected the company's related operations and
results, and are carefully considered by management when evaluating the level
of current and future activity in such countries.
Areas in which the company has significant operations include the United
States, Canada, Australia, United Kingdom, Congo, Angola, Nigeria, Papua New
Guinea, Indonesia, China and Zaire. The company's Caltex affiliates have
significant operations in Indonesia, Korea, Australia, the Philippines,
Singapore, Thailand and South Africa and Japan. The company's Tengizchevroil
affiliate operates in Kazakstan.
-9-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter 1996 Compared With Second Quarter 1995
And First Half 1996 Compared With First Half 1995
Overview and Outlook
Net income for the second quarter of 1996 was $872 million ($1.34 per share),
up sharply from the $607 million ($.93 per share), earned in last year's second
quarter. Net special items increased second quarter earnings $172 million in
1996, primarily the company's net share of its Caltex affiliate's gain from the
sale of refinery interests in Japan, partially offset by asset write-downs and
environmental, litigation and other claim settlement provisions. Provisions
for employee severance decreased last year's second quarter earnings by $4
million.
Net income for the first six months of 1996 was $1.488 billion ($2.28 per
share) up 40 percent from $1.066 billion ($1.63 per share) reported for the
1995 first half. The 1996 six months' results benefited $172 million from
special items; the 1995 comparable period results benefited $59 million from
special items. Excluding special items, earnings for the 1996 first half were
$1.316 billion, up 31 percent from $1.007 billion for the corresponding period
of 1995.
The company's worldwide upstream operations turned in excellent results for the
quarter, benefiting from strong crude oil and natural gas prices, and continued
increases in international crude oil production volumes. In the U.S., the
company's average crude oil realizations were $18.29 per barrel, up $1.88 per
barrel from last year's second quarter. Average natural gas prices increased
36 percent to $2.06 per thousand cubic feet. Chevron's international oil
production increased by 44,000 barrels per day to 688,000 barrels per day.
Crude oil prices peaked in April 1996 and have fluctuated since then, although
average monthly crude prices declined in May and June 1996. Natural gas
prices, although down from their peak earlier this year, remain strong as
depleted inventory levels are restocked and hot summer weather keeps utility
demand strong. U.S. Upstream earnings declined in the second quarter of 1996
by $74 million compared to the first quarter of 1996. The decline in natural
gas realizations and volumes, in addition to increases in operating and
exploration expenses, exceeded the benefit from the increase in the average
quarterly crude oil realizations and crude oil production volumes.
Higher refined product margins, particularly on the West Coast, coupled with
good refinery operating performance and higher sales volumes led to stronger
results for the U.S. refining and marketing business. Tight supplies industry-
wide in the second quarter allowed the recovery of higher crude oil costs and,
in California, the increased manufacturing costs of state mandated cleaner-
burning gasolines. Since June 1, gasoline prices appear to have stabilized and
even come down in some areas, as better supply and demand balance has been
achieved in the marketplace. Outside the U.S., refined product sales margins
generally remained low.
Chemicals earnings declined significantly from the record earnings of last year
when industry conditions were much stronger.
Total revenues were $11.0 billion in the 1996 second quarter, up 15 percent
from $9.6 billion in last year's second quarter. Revenues for the first six
months of 1996 were $21.3 billion, also up 15 percent from 1995 first half
revenues of $18.6 billion. Six months sales and other operating revenues
increased due to higher prices and sales volumes of crude oil, natural gas and
refined products.
Operating, general and administrative expenses, adjusted for special items,
increased $96 million in the 1996 second quarter and $124 million in the first
half to $1.776 billion and $3.443 billion, respectively, compared with $1.680
billion and $3.319 billion in the comparable periods of 1995. The 1996
increase reflects higher marine and pipeline transportation costs and expenses
related to performance-based employee compensation plans.
-10-
Taxes on income for the second quarter and first half of 1996 were $548 million
and $1.021 billion, respectively, compared with $498 million and $769 million
for the comparable 1995 periods. The effective income tax rate for the first
half of 1996 decreased to 40.7 percent from 41.9 percent in the 1995 first
half. The primary reasons for the decrease were a proportional shift in
international earnings from higher effective tax-rate countries to lower tax-
rate countries in combination with the after-tax effect of asset dispositions,
including the Caltex sale of refinery interests. These effects were offset
partially by a proportional decrease in equity affiliates' earnings, excluding
the effect of the company's share of Caltex's gain from the sale of refinery
interests in Japan, recorded on an after-tax basis.
Foreign exchange losses of $6 million were included in second quarter net
income, compared with foreign exchange gains of $6 million in the prior year
second quarter. For the 1996 first half, foreign exchange losses, primarily in
the United Kingdom and Caltex areas of operations, were $20 million. The 1995
foreign exchange effects resulted in a gain of $6 million.
SFAS No. 123, "Accounting for Stock-Based Compensation," establishes financial
and reporting standards for stock-based employee compensation plans and is
effective for Chevron's 1996 financial statements. The statement encourages,
but does not require, companies to adopt a fair-value-based method for
accounting for such plans. The company has elected to continue its existing
accounting, and will make pro forma disclosures of net income as if the fair-
value-based method for accounting had been applied.
Current Developments
The merger of Chevron's natural gas marketing and natural gas liquids business
with NGC Corporation is expected to close in the third quarter. When
completed, the merger will make NGC the largest gas marketer in North America,
with sales of 10 billion cubic feet per day, as well as the largest processor
and marketer of natural gas liquids in North America. The company will have an
approximate 28 percent equity interest in NGC.
The company recently announced the $750 million Genesis project to develop the
first deep-water oil and gas field it will operate in the Gulf of Mexico;
Chevron holds an approximate 57 percent interest in the field. First
production is expected in late 1998. Bidding aggressively at federal lease
auctions over the past year, Chevron has accumulated one of the largest
inventories of Gulf of Mexico deep-water exploratory leases.
Initial production from the N'Kossa field in Congo began on June 9, 1996;
current production is 60,000 barrels of crude oil per day and is expected to
reach 100,000 barrels per day by year's end, of which Chevron's share is 30
percent.
On July 1, Chevron officially became the operator of the 1.6 billion barrel
Boscan field in Venezuela. Under a fee arrangement, Chevron has assumed
responsibility for all operations and increased development of this giant
field.
Total production from Tengizchevroil (TCO), Chevron's 50 percent owned
affiliate in Kazakstan, averaged approximately 100,000 barrels of crude oil per
day in the second quarter, and is near its current capacity of 110,000
barrels per day. TCO currently is making a positive contribution to Chevron's
earnings. By year-end, the company expects to boost capacity to around 130,000
barrels per day.
In May, Chevron signed a production-sharing contract with China National
Offshore Oil Corporation to explore for natural gas in a 783-square-mile tract
in the South China Sea. The new tract is near two other Chevron exploration
areas and near existing commercial gas discoveries.
In July, Chevron announced an agreement to sell its interests in four mature
producing oil fields - Lyell, Hutton, Murchison and Ninian - and related
facilities located in the northern section of the U.K. North Sea. The agreement
also includes the sale of the company's interests in the Columba B field,
certain exploration acreage, the Brent and Ninian pipeline systems and the
Sullom Voe Terminal. The assets covered by the agreement represent less than
ten percent of the total value of Chevron's interest in the entire U.K.
Continental Shelf and
-11-
will allow the company to focus its resources on developing new assets in the
U.K. and Europe. Chevron will continue as interim operator of Ninian until
transfer of operatorship is approved by the U.K. Government and Ninian field
participants.
Chevron announced plans to more than double the size of its Orange, Texas
plastics plant by 1999 to produce 250,000 tons per year of high-density
polyethylene. In China, the company reached a land-use agreement and plans to
build a general purpose polystyrene plant using Chevron's proprietary
technology. Taking two years to complete, the plant's initial capacity will be
40,000 tons per year, with plans including an expansion of capacity up to
150,000 tons and the addition of high-impact polystyrene production.
In August, Chevron confirmed plans to cease the manufacture of Orthene
insecticide at its Richmond, California agricultural chemicals plant, and to
cease operation of the facility's industrial waste incinerator. This will
complete the company's withdrawal from the agricultural chemicals business.
The company continues to review and analyze its operations and may incur
charges related to future restructurings of its businesses and dispositions of
marginal or non-strategic assets.
The company is a defendant in a lawsuit brought against the company by OXY USA
Inc. (OXY) in an Oklahoma state court. The OXY lawsuit relates to damages
claimed by OXY, as successor in interest to Cities Service Company, to have
resulted from the allegedly improper termination by Gulf Oil Corporation (which
was acquired by Chevron in 1984) of a merger agreement with OXY. Trial ended
in July 1996 with the jury finding for the company on OXY's claims that Gulf
committed fraud or willfully and maliciously breached its contract with Cities.
However, the court directed a verdict for OXY on the basic breach of contract
claim, and on the amount of damages OXY was entitled to recover if the jury
found that the settlement and repurchase were done in reliance on the merger
with Gulf, resulting in a judgment of $742 million. The company has posted an
appropriate bond, intends to appeal and will continue to defend the case
vigorously. While the ultimate outcome of this matter cannot be determined
presently with certainty, the company believes that errors were committed by
the trial court that should result in the judgment being reversed on appeal.
Review of Operations
The following tables detail the company's after-tax earnings by major operating
area and selected operating data.
EARNINGS BY MAJOR OPERATING AREA
Three Months Ended Six Months Ended
June 30, June 30,
----------- -------------
Millions of Dollars 1996 1995 1996 1995
- ------------------------------------------------------------------------------
Exploration and Production
United States $ 194 $ 150 $ 462 $ 300
International 260 194 511 366
- ------------------------------------------------------------------------------
Total Exploration and Production 454 344 973 666
Refining, Marketing and Transportation
United States 183 108 201 6
International 302 36 377 192
- ------------------------------------------------------------------------------
Total Refining, Marketing
and Transportation 485 144 578 198
- ------------------------------------------------------------------------------
Total Petroleum Operations 939 488 1,551 864
Chemicals 51 175 115 338
Coal and Other Minerals 11 2 23 14
Corporate and Other * (129) (58) (201) (150)
- ------------------------------------------------------------------------------
Net Income $ 872 $ 607 $1,488 $1,066
* "Corporate and Other" includes interest expense, interest income on cash and
marketable securities, corporate center costs, and real estate and insurance
activities.
-12-
SELECTED OPERATING DATA
Three Months Ended Six Months Ended
June 30, June 30,
----------- -------------
1996 1995 1996 1995
- ------------------------------------------------------------------------------
U.S. Exploration and Production
Net Crude Oil and Natural
Gas Liquids Production (MBPD) 342 352 341 354
Net Natural Gas Production (MMCFPD) 1,825 1,927 1,851 1,931
Sales of Natural Gas Liquids (MBPD) 190 192 215 220
Revenue from Net Production
Crude Oil ($/Bbl.) $18.29 $16.41 $17.48 $15.76
Natural Gas ($/MCF) $ 2.06 $ 1.52 $ 2.17 $ 1.48
International Exploration and Production(1)
Net Crude Oil and Natural
Gas Liquids Production (MBPD) 688 644 681 646
Net Natural Gas Production (MMCFPD) 578 556 562 574
Revenue from Liftings
Liquids ($/Bbl.) $18.44 $17.12 $18.19 $16.59
Natural Gas ($/MCF) $ 1.78 $ 1.63 $ 1.81 $ 1.73
U.S. Refining and Marketing
Sales of Gasoline (MBPD) 567 556 554 551
Sales of Other Refined Products (MBPD) 558 550 547 551
Refinery Input (MBPD) 965 997 946 953
Average Refined Product
Sales Price ($/Bbl.) $31.48 $27.32 $29.39 $26.28
International Refining and Marketing(1)
Sales of Refined Products (MBPD) 877 944 975 964
Refinery Input (MBPD) 448 551 559 584
Chemical Sales and Other Operating Revenues(2)
United States $ 854 $ 939 $1,571 $1,812
International 178 167 328 319
----------------------------------
Worldwide $1,032 $1,106 $1,899 $2,131
(1) Includes equity in affiliates.
(2) Millions of dollars. Includes sales to other Chevron companies.
- ---------
MBPD=thousand barrels per day; MMCFPD=million cubic feet per day;
Bbl.=barrel; MCF=thousand cubic feet
Worldwide exploration and production earned $454 million in the second quarter
of 1996 compared with $344 million in the corresponding 1995 period. Earnings
of $973 million in the first six months of 1996 were 46 percent higher than the
$666 million earned in the 1995 first half. U.S. exploration and production
net quarterly earnings were $194 million, a 29 percent increase over the $150
million earned in the 1995 second quarter. Six-month 1996 earnings were $462
million compared with $300 million earned in the 1995 six months. The 1996
quarter and year to date results were reduced by a special charge of $9 million
for environmental remediation. Earnings in the 1996 periods benefited from
both higher crude oil and natural gas prices. Higher exploration expenses,
mostly due to well write-offs, more than offset a decline in depreciation
expenses.
Average crude oil realizations for the second quarter were $18.29 per barrel,
up $1.88 from $16.41 per barrel in the 1995 second quarter; average natural gas
prices increased 36 percent to $2.06 per thousand cubic feet from
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$1.52 in last year's second quarter. On a year-to-date basis, crude oil
realizations were up 11 percent to $17.48 per barrel, and natural gas prices
were up 47 percent to $2.17 per thousand cubic feet. On an equivalent barrel
basis, natural gas accounts for almost half of the company's U.S. production.
Net liquids production declined to 342,000 barrels per day in the second
quarter and to 341,000 barrels per day for the first six months of 1996,
declines of 3 and 4 percent, respectively, from the prior year comparable
periods. Net natural gas production decreased 5 percent in the 1996 quarter to
1.8 billion cubic feet per day and was down 4 percent, year-to-date, from
comparable 1995 periods. The decline in production volumes was largely the
result of normal field declines, partially offset by new field production.
International exploration and production net earnings for the second quarter
were $260 million, up 34 percent from $194 million earned in the second quarter
of 1995. Earnings increased on higher crude oil prices and higher sales
volumes. Earnings of $511 million in the first six months of 1996 were 40
percent higher than the $366 million earned in the 1995 first half. The 1996
quarter and six months results included a special charge of $7 million for an
asset write-off. Special charges of $3 million in the second quarter and $10
million year to date for employee severance provisions in connection with work-
force reduction programs, were included in the 1995 results.
Net liquids production increased 7 percent to 688,000 barrels per day in the
current year second quarter, with nearly half of the increase coming from
higher production levels from the company's TCO affiliate in Kazakstan (where
Chevron's share was up 20,000 barrels to 51,000 barrels per day). The
company's operations in Australia, China and West Africa also achieved
production increases. Production declines occurred in Canada and the U.K.
North Sea fields. Year-to-date production was 681,000 barrels per day, up 5
percent from 1995 levels.
Net natural gas production in the 1996 second quarter increased to 578 million
cubic feet per day from 556 million in the same quarter last year. Increases in
Kazakstan, Australia and Indonesia more than offset a decline in Canada. Year-
to-date production was 562 million cubic feet per day compared with 574 million
cubic feet per day last year to date.
Foreign exchange losses were $10 million in the first half of 1996, all in the
first quarter. Foreign exchange gains were $3 million in the 1995 second
quarter, offsetting a $3 million loss in 1995's first quarter.
Worldwide refining and marketing operations reported earnings of $485 million
in the 1996 second quarter compared with $144 million in last year's second
quarter. The 1996 first half earnings were $578 million compared with $198
million in the corresponding 1995 period. U.S. refining and marketing net
earnings were $183 million in the second quarter, compared with $108 million in
the 1995 second quarter, and increased ten-fold from the $18 million earned in
this year's first quarter. Six month earnings for 1996 were $201 million
compared with $6 million in the 1995 six months.
The 1996 quarter and year-to-date results included special charges of $11
million for a litigation matter and the 1995 six months included special
charges of $10 million for environmental remediation. There were no special
items in last year's second quarter.
Higher refined product margins, particularly on the West Coast, coupled with
good refinery operating performance and higher sales volumes led to stronger
results for the U.S. refining and marketing business. In the first quarter
1996, crude oil costs were rising more rapidly than refined product prices.
During the second quarter 1996, tight supplies industry-wide allowed the
recovery of higher crude oil prices and, in California, the increased
manufacturing costs of mandated cleaner-burning gasolines. Sales margins for
the first six months of 1996 were $1.25 per barrel, compared with a loss of
$.17 in the 1995 six months, due largely to refinery operating problems.
-14-
Total refined product sales volumes of 1.1 million barrels per day for the
second quarter and six months of 1996 were up 2 percent from last year's second
quarter and about level on a year-to-date basis.
International refining and marketing net earnings were $302 million and $377
million in the 1996 second quarter and six months, respectively, compared with
$36 million and $192 million in the comparable periods last year. The 1996
periods included a net $275 million gain for the company's share of its Caltex
affiliate's sale of refinery interests in Japan, less related Chevron tax
effects on the distribution of proceeds to the Caltex shareholders. Also, the
company's 1996 results included a special charge of $15 million for
environmental remediation. There were no special items in the 1995 second
quarter; however, six months results benefited a net $80 million from special
items, principally a gain related to the sale of land by a Caltex affiliate in
Japan.
Excluding special items, earnings improved $6 million to $42 million in the
second quarter and to $117 million from $112 million for six months. While
sales margins generally remained low, earnings in both last year's periods
were adversely affected by an extended maintenance shutdown at the company's
U.K. refinery.
The company's share of Caltex earnings was essentially unchanged. Higher
margins were achieved in some of the Caltex operating areas, primarily
Singapore and Bahrain for the six months as well as Australia for the quarter,
but the current year quarter and year to date results included foreign currency
losses of $8 million and $14 million, respectively, compared with foreign
currency gains of $6 million and $29 million included in the Caltex 1995
earnings.
Total international refined product sales volumes declined 7 percent in the
1996 second quarter to 877,000 barrels per day, due to the Caltex sale on April
1 of its interest in a Japanese affiliate that owned two refineries. For six
months, higher sales volumes in the 1996 first quarter, compared with the 1995
quarter, more than offset the second quarter sale of the refinery interest.
The 1996 second quarter and six month results included foreign exchange losses
of $11 million and $21 million, respectively, whereas the prior year periods
had foreign exchange gains of $5 million and $26 million.
Chemicals second quarter net earnings of $51 million declined significantly
from record earnings of $175 million in the 1995 second quarter, when industry
conditions were much stronger. Six month earnings were $115 million compared
with $338 million in last year's six months. Lower product prices and higher
feedstock costs in 1996 squeezed sales margins. The 1996 results also included
a special charge of $16 million related to a claim settlement. There were no
special items in the 1995 periods.
Coal and other minerals second quarter net earnings increased to $11 million
from $2 million in last year's second quarter, as industry conditions improved
somewhat. Six month earnings were $23 million compared with $14 million in
last year's six months. However, results continue to reflect competition from
lower-priced alternative fuel sources, particularly hydroelectric power.
Results in both 1995 periods included a $1 million special charge for an
employee severance program.
Corporate and other includes interest expense, interest income on cash and
marketable securities, corporate center costs and real estate and insurance
operations. These activities incurred net charges of $129 million, compared
with charges of $58 million in the 1995 second quarter. Year-to-date charges
were $201 million in 1996 compared with $150 million last year. The higher
charges were primarily the result of special items totaling $45 million in the
1996 second quarter. The special charges comprised a provision for a
litigation matter and an additional loss provision for the company's withdrawal
from its real estate development business, including additional amounts for
environmental remediation. The prior year periods had no special items, but
benefited from favorable consolidating income tax adjustments. A $21 million
favorable foreign currency swing in the 1996 year to date helped mitigate the
effect of the special items.
-15-
Liquidity and Capital Resources
Cash and cash equivalents totaled $1.052 billion at June 30, 1996, a $431
million increase from year-end 1995. Cash from operations were more than
adequate to fund the company's capital expenditures and dividend payments to
stockholders.
Chevron Corporation's Board of Directors voted to increase the quarterly
dividend of 50 cents per share on the company's common stock by 4 cents a
share, or 8 percent, to 54 cents a share. This dividend increase brings
Chevron's annual dividend rate to $2.16 a share, up from $2.00. The dividend is
payable September 10, 1996 to stockholders of record at the close of business
August 15, 1996.
The company's debt and capital lease obligations totaled $7.419 billion at June
30, 1996, down $908 million from $8.327 billion at year-end 1995. The decrease
in outstanding debt is due primarily to the repayment of approximately $500
million of short-term obligations, mostly commercial paper, and the early
repayment in June 1996 of $280 million of 9.375 percent coupon debt originally
due June 1, 2016. The company also retired via a non-cash transaction, in
January 1996 as scheduled, $50 million of 6.92 percent debt related to the
Employee Stock Ownership Plan.
Although the company benefits from lower interest rates on short-term debt, its
proportionately large amount of short-term debt has kept Chevron's ratio of
current assets to current liabilities at relatively low levels. This ratio was
.91 at June 30, 1996, up from .83 at year-end 1995. The company's short-term
debt, consisting of commercial paper and the current portion of long-term debt,
totaled $5.177 billion at June 30, 1996. This amount includes $1.8 billion
that was reclassified as long-term since the company has both the intent and
ability, as evidenced by revolving credit agreements, to refinance it on a
long-term basis. The company's practice has been to continually refinance its
commercial paper, maintaining levels it believes to be appropriate.
The company's debt ratio (total debt to total debt plus equity) was 32.8
percent at June 30, 1996, down substantially from 36.7 percent at year-end
1995. The company continually monitors its spending levels, market conditions
and related interest rates to maintain what it perceives to be reasonable debt
levels.
Worldwide capital and exploratory expenditures for the first half of 1996,
including the company's share of affiliates' expenditures, totaled $2.082
billion, down slightly from $2.147 billion spent in the 1995 first half. Total
expenditures for exploration and production activities were about $1.436
billion, or 69 percent of total outlays in the 1996 period compared with $1.283
billion, or 60 percent in 1995. Expenditures outside the United States were
about 57 percent of total outlays in 1996, compared with 60 percent in 1995.
-16-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Cities Service Tender Offer Cases-
The description contained in Part I, Item 3, Paragraph A of the company's
Annual Report on Form 10-K for the year ended December 31, 1995, as
supplemented by the information contained in part II, Item 1 of the company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is hereby
further supplemented as follows:
Trial was concluded on July 18, 1996 with the jury finding in the company's
favor on plaintiff's claims of willful and malicious breach of contract and
fraud. However, the trial judge directed a verdict for the plaintiff on its
claim for breach of contract and on the amount of plaintiff's loss if the jury
found plaintiff's repurchase of stock from, and related settlement with, a
third party were done in reliance on the contract. The jury then found that
plaintiff's repurchase had been in reliance on the contract, and the jury
returned a verdict in favor of the plaintiff for approximately $229 million in
compensatory damages. The court then entered judgment for the plaintiff on
July 19, 1996 for such damages, which, with interest, total approximately $742
million. The company has posted a bond pending appeal of the verdict, and
intends to continue to defend the case vigorously.
EPA Compliance Audit Program-
In 1991, the United States Environmental Protection Agency instituted a program
to encourage companies to report prior deficiencies in reporting under Section
8 (e) of the Toxic Substances Control Act. Chevron entered into an agreement
to participate in the program, conducted a records search, made additional
reports as provided for under the program, and has agreed to pay a civil
penalty of $316, 000 in accordance with the stipulated penalty provisions of
the program.
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of stockholders at the Annual
Meeting on May 7, 1996.
Voters elected 10 incumbent directors for one year terms. The vote tabulation
for individual directors was:
Shares Shares
Directors For Withheld
- ------------------------------------------------------------------------------
S. H. Armacost 498,531,526 8,424,920
K. T. Derr 499,505,675 7,450,771
R. E. Galvin 499,963,083 6,993,363
S. Ginn 500,238,170 6,718,276
C. A. Hills 499,564,399 7,392,047
C. M. Pigott 500,355,677 6,600,769
C. Rice 499,073,523 7,882,923
J. N. Sullivan 499,907,949 7,048,497
G. H. Weyerhaeuser 500,101,087 6,855,359
J. A. Young 500,102,794 6,856,652
Voters approved the appointment of Price Waterhouse LLP as the company's
independent accountants by a vote of 501,182,847 (99.3 percent) for and
3,478,350 (0.7 percent) against. There were also 2,298,494 abstentions.
A stockholder proposal to adopt a limit of one million dollars total annual
compensation for any and all Chevron retirees and a limit of ten million
cumulative retirement pay to any retirees was rejected. There were 35,714,020
votes (8.3 percent) for the proposal and 394,452,659 (91.7) votes against.
There were 12,329,000 abstentions and 64,464,012 broker non-votes.
-17-
A stockholder proposal to compensate directors solely in shares of Chevron
Corporation common stock each year was rejected. There were 37,140,357 votes
(8.6 percent) for the proposal and 396,790,529 (91.4 percent) votes against.
There were 8,568,855 abstentions and 64,459,950 broker non-votes.
A stockholder proposal for the Board of Directors to review and develop
investment guidelines for country selection and report these guidelines to
shareholders and employees by September 1996 was rejected. There were
23,406,331 votes (5.7 percent) for the proposal and 389,926,753 (94.3 percent)
votes against. There were 29,155,653 abstentions and 64,470,954 broker non-
votes.
A stockholder proposal for the Board of Directors to prepare a report analyzing
the risks and costs of continued operations in Nigeria and to take appropriate
and ethical steps to press the Nigerian military regime to cease persecution of
labor, political and environmental leaders was rejected. There were 28,023,876
votes (6.8 percent) for the proposal and 385,344,321 (93.2 percent) votes
against. There were 29,122,670 abstentions and 64,468,824 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(4)Pursuant to the Instructions to Exhibits, certain instruments
defining the rights of holders of long-term debt securities of the
company and its consolidated subsidiaries are not filed because
the total amount of securities authorized under any such
instrument does not exceed 10 percent of the total assets of the
company and its subsidiaries on a consolidated basis. A copy of
any such instrument will be furnished to the Commission upon
request.
(12)Computation of Ratio of Earnings to Fixed Charges
(27)Financial Data Schedule
(b) Reports on Form 8-K
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHEVRON CORPORATION
-------------------------------
(Registrant)
Date August 9, 1996 /s/ S. J. Crowe
--------------------- --------------------------
S. J. Crowe, Comptroller
(Principal Accounting Officer and
Duly Authorized Officer)
-18-