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 September 30, 1996
OR
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-368-2
Chevron Corporation
(Exact name of registrant as specified in its charter)
Delaware 94-0890210
______________________________ _______________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
575 Market Street, San Francisco, California 94105
____________________________________________ ________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 894-7700
_____________
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 September 30, 1996
_____________________________ ____________________________________
Common stock, $1.50 par value 652,422,323
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Income for the three months and
nine months ended September 30, 1996 and 1995 2
Consolidated Balance Sheet at September 30, 1996 and
December 31,1995 3
Consolidated Statement of Cash Flows for the nine months
ended September 30, 1996 and 1995 4
Notes to Consolidated Financial Statements 5-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 6. Listing of Exhibits and Reports on Form 8-K 19
Signature 19
Exhibit: Computation of Ratio of Earnings to Fixed Charges 20
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PART I. FINANCIAL INFORMATION
CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended Nine Months Ended
September 30, September 30,
__________________ _________________
Millions of Dollars,
Except Per Share Amounts 1996 1995 1996 1995
______________________________________________________________________________
Revenues
Sales and other operating revenues* $10,846 $ 9,171 $31,517 $27,388
Equity in net income of affiliated
companies 104 70 686 415
Other income 99 73 179 122
_____________________________________
Total Revenues 11,049 9,314 32,382 27,925
_____________________________________
Costs and Other Deductions
Purchased crude oil and products 5,771 4,436 16,717 13,570
Operating expenses 1,461 1,655 4,288 4,366
Exploration expenses 119 92 329 234
Selling, general and
administrative expenses 303 344 1,043 987
Depreciation, depletion and
amortization 558 560 1,613 1,702
Taxes other than on income* 1,493 1,475 4,358 4,265
Interest and debt expense 93 93 274 307
_____________________________________
Total Costs and Other Deductions 9,798 8,655 28,622 25,431
_____________________________________
Income Before Income Tax Expense 1,251 659 3,760 2,494
Income Tax Expense 596 377 1,617 1,146
_____________________________________
Net Income $ 655 $ 282 $ 2,143 $ 1,348
_____________________________________
Per Share of Common Stock:
Net Income $ 1.00 $ .44 $ 3.28 $ 2.07
Dividends $ .54 $ .50 $ 1.54 $ 1.425
Weighted Average Number of
Shares Outstanding (000s) 652,671 652,156 652,649 652,023
*Includes consumer excise taxes. $1,324 $ 1,290 $ 3,845 $ 3,702
See accompanying notes to consolidated financial statements.
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CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, December 31,
Millions of Dollars 1996 1995
______________________________________________________________________________
ASSETS
Cash and cash equivalents $ 1,091 $ 621
Marketable securities 436 773
Accounts and notes receivable 4,391 4,014
Inventories:
Crude oil and petroleum products 669 822
Chemicals 486 487
Materials, supplies and other 292 289
______________________
1,447 1,598
Prepaid expenses and other current assets 884 861
______________________
Total Current Assets 8,249 7,867
Long-term receivables 269 149
Investments and advances 4,471 4,087
Properties, plant and equipment, at cost 48,316 48,031
Less: accumulated depreciation, depletion
and amortization 26,858 26,335
______________________
21,458 21,696
Deferred charges and other assets 632 531
______________________
Total Assets $35,079 $34,330
______________________
______________________________________________________________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt $ 3,452 $ 3,806
Accounts payable 3,057 3,294
Accrued liabilities 1,277 1,257
Federal and other taxes on income 879 558
Other taxes payable 578 530
______________________
Total Current Liabilities 9,243 9,445
Long-term debt 3,671 4,133
Capital lease obligations 352 388
Deferred credits and other non-current obligations 2,017 1,992
Non-current deferred income taxes 2,676 2,433
Reserves for employee benefit plans 1,624 1,584
______________________
Total Liabilities 19,583 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 1,875 1,863
Deferred compensation - Employee Stock
Ownership Plan (ESOP) (800) (850)
Currency translation adjustment and other 117 174
Retained earnings 15,298 14,146
Treasury stock, at cost (shares 60,064,745 and
60,160,057 at September 30, 1996 and
December 31, 1995, respectively) (2,063) (2,047)
______________________
Total Stockholders' Equity 15,496 14,355
______________________
Total Liabilities and Stockholders' Equity $35,079 $34,330
______________________
See accompanying notes to consolidated financial statements.
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CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended
September 30,
______________________
Millions of Dollars 1996 1995*
______________________________________________________________________________
Operating Activities
Net income $2,143 $1,348
Adjustments
Depreciation, depletion and amortization 1,613 1,702
Dry hole expense related to prior years'
expenditures 39 10
Distributions greater (less) than equity
in affiliates' income 66 (121)
Net before-tax losses on asset
retirements and sales 25 146
Net currency translation (gains) losses (10) 53
Deferred income tax provision 243 197
Net increase in operating working capital (166) (404)
Other (166) (200)
______________________
Net Cash Provided by Operating Activities 3,787 2,731
______________________
Investing Activities
Capital expenditures (2,364) (2,428)
Proceeds from asset sales 514 515
Net sales of marketable securities 335 93
______________________
Net Cash Used for Investing Activities (1,515) (1,820)
______________________
Financing Activities
Net repayments of short-term obligations (415) (277)
Proceeds from issuances of long-term debt 77 470
Repayments of long-term debt and other
financing obligations (419) (88)
Cash dividends paid (1,005) (929)
Purchases of treasury shares (34) (4)
______________________
Net Cash Used for Financing Activities (1,796) (828)
______________________
Effect of Exchange Rate Changes on Cash and
Cash Equivalents (6) (8)
______________________
Net Change in Cash and Cash Equivalents 470 75
Cash and Cash Equivalents at January 1 621 413
______________________
Cash and Cash Equivalents at September 30 $1,091 $ 488
______________________
* Certain amounts have been reclassified to conform to the 1996 presentation.
See accompanying notes to consolidated financial statements.
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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 3.
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 nine-month periods ended September 30, 1996
are not necessarily indicative of future financial results.
Note 2. NGC Merger
The merger of Chevron's natural gas marketing and natural gas liquids
businesses with NGC Corporation was completed on August 31, 1996. In exchange
for substantially all of its midstream businesses and assets, Chevron acquired
an ownership interest of approximately 28 percent or 38.6 million new shares of
common stock and 7.8 million shares of participating preferred stock in NGC
and about $295 million in cash and notes.
The company recognized a $32 million gain in the third quarter from the
transaction, with an additional gain of $39 million to be recognized in future
periods. The 28 percent ownership in NGC is recorded under the equity method
of accounting as Investments and advances.
Note 3. Net Income
Net income for the third quarter 1996 benefited a net $5 million from special
items. The company recognized a $32 million gain in the current quarter from
the merger of Chevron's natural gas marketing and natural gas liquids
businesses with NGC Corporation. The company also recorded $52 million in
favorable prior-year tax adjustments. These benefits were nearly offset by
special charges totaling $79 million, composed of an $11 million loss from the
sale of a producing property, a $29 million provision for environmental
remediation of certain U.S. downstream facilities, provisions of $27 million
for employee severance programs and a litigation matter, and $12 million for
the write-off of certain chemical assets.
In the nine-month period ended September 30, 1996, net special gains of $177
million were included in net income. A net benefit of $275 million resulted
from the company's Caltex affiliate's sale of refinery interests in Japan,
after including the effect of the company's taxes on the related cash
distribution. Also included in net income for the nine-month period were the
$73 million net gains from third quarter 1996 asset dispositions and favorable
prior-years' tax adjustments. Partially offsetting these favorable items were
charges of $48 million from an additional loss provision for the company's
withdrawal from its real estate development business and from the write-off of
certain chemicals and other assets, $53 million of environmental remediation
provisions for the company's U.S. upstream and U. S. and Canadian downstream
properties, $53 million of provisions for several litigation and other claims,
and $17 million for employee severance programs.
Third quarter 1995 net income included $222 million in net special charges,
largely due to a $168 million provision for the write-down of the company's
real estate development business, which the company sold in 1996. Other
charges included $39 million for environmental remediation provisions for
certain U.S. facilities, $22 million for prior-year tax adjustments resulting
primarily from a statutory tax rate increase in Australia, and $20 million for
restructuring provisions for various operations, including those of the
company's Caltex affiliate. Partially offsetting these charges was a $27
million benefit from a refund of federal offshore lease costs.
- 5 -
Special items decreased net income by $163 million for the nine-month period
ended September 30, 1995. In addition to the $222 million recorded in the 1995
third quarter, the company recorded charges of $10 million for environmental
remediation provisions associated with U.S. marketing properties formerly owned
by the company, $11 million for restructuring provisions and a net gain of $80
million, primarily related to the sale of land by a Caltex affiliate.
Foreign exchange gains of $6 million were included in third quarter 1996 net
income, compared with losses of $26 million in third quarter 1995. For the
first nine months of 1996, net income included foreign exchange losses of $14
million, compared with losses of $20 million in the same period of 1995.
Note 4. Information Relating to the Statement of Cash Flows
The "Net increase in operating working capital" is composed of the following:
Nine Months Ended
September 30,
______________________
Millions of Dollars 1996 1995
___________________________________________________________________________
(Increase) decrease in accounts and notes receivable $ (332) $ 137
Decrease (increase) in inventories 51 (115)
Increase in prepaid expenses and other current assets (43) (242)
Decrease in accounts payable and accrued liabilities (218) (302)
Increase in income and other taxes payable 376 118
___________________________________________________________________________
Net increase in operating working capital $ (166) $ (404)
___________________________________________________________________________
"Net Cash Provided by Operating Activities" includes the following cash
payments for interest on debt and for income taxes:
Nine Months Ended
September 30,
_____________________
Millions of Dollars 1996 1995
__________________________________________________________________________
Interest paid on debt (net of capitalized interest) $ 288 $ 311
Income taxes paid $ 1,042 $ 918
__________________________________________________________________________
The "Net sales of marketable securities" consists of the following gross
amounts:
Nine Months Ended
September 30,
_____________________
Millions of Dollars 1996 1995
__________________________________________________________________________
Marketable securities purchased $(2,418) $(1,975)
Marketable securities sold 2,753 2,068
__________________________________________________________________________
Net sales of marketable securities $ 335 $ 93
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.
As discussed in Note 2 , the company received cash, a note and shares of NGC
Corporation common stock and participating preferred stock in exchange for its
contribution of net assets to NGC. Only the cash received is
- 6 -
included in the Consolidated Statement of Cash Flows as Proceeds from asset
sales. The increase in Investments and advances from this merger is considered
a non-cash transaction and resulted primarily from the contribution of Accounts
and notes receivable, Inventories and Property, plant and equipment.
Note 5. 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, through August 31, 1996, Warren Petroleum
Company. Beginning September 1, 1996, substantially all of Chevron U.S.A.'s
natural gas liquids operations previously conducted by Warren Petroleum Company
and natural gas marketing operations previously conducted by Chevron U.S.A.
Production Company are carried out through its 28 percent equity ownership in
NGC Corporation. Summarized financial information for Chevron U.S.A. Inc. and
its consolidated subsidiaries is presented in the following table.
Three Months Ended Nine Months Ended
September 30, September 30,
__________________ _________________
Millions of Dollars 1996 1995 1996 1995
___________________________________________________________________________
Sales and other operating revenues $7,601 $6,141 $22,045 $18,384
Costs and other deductions 7,225 5,994 20,941 18,099
Net income 252 134 805 292
___________________________________________________________________________
September 30, December 31,
Millions of Dollars 1996 1995
___________________________________________________________________________
Current assets $ 3,597 $ 3,426
Other assets 13,102 13,666
Current liabilities 4,488 5,800
Other liabilities 5,449 5,357
Net worth 6,762 5,935
Note 6. 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 Nine Months Ended
September 30, September 30,
_________________ _________________
Millions of Dollars 1996 1995 1996 1995
___________________________________________________________________________
Sales and other operating revenues $122 $121 $388 $344
Costs and other deductions 141 120 431 361
Net (loss) income (1) - 8 (25)
___________________________________________________________________________
- 7 -
September 30, December 31,
Millions of Dollars 1996 1995
___________________________________________________________________________
Current assets $ 71 $ 37
Other assets 1,721 1,561
Current liabilities 682 459
Other liabilities 393 431
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
September 30, 1996.
Note 7. 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 Nine Months Ended
September 30, September 30,
_________________ _________________
Millions of Dollars 1996 1995 1996 1995
___________________________________________________________________________
Sales and other operating revenues $4,221 $3,280 $12,141 $11,153
Operating income 247 212 796 707
Net income 93 87 1,082 667
___________________________________________________________________________
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.
Note 8. Income Taxes
Taxes on income for the third quarter and first nine months of 1996 were $596
million and $1,617 million, respectively, compared with $377 million and $1,146
million for the comparable 1995 periods. The effective income tax rate for the
first nine months of 1996 decreased to 43 percent from 46 percent for nine
months 1995. The decrease in the effective income tax rate was the result of a
shift in international earnings from countries with higher effective income tax
rates to those with lower effective rates, the tax effect of asset dispositions
and favorable prior year income tax expense adjustments. These effects were
partially offset by a proportional decrease in the company's share of equity
affiliates' earnings, which is included in revenues on an after-tax basis.
Note 9. Contingent Liabilities
Litigation -
The company is a defendant in numerous lawsuits, including, along with other
oil companies, actions challenging oil and gas royalty and severance tax
payments based on posted prices. Plaintiffs may seek to recover large and
sometimes unspecified amounts, and some matters may remain unresolved for
several years.
- 8 -
A lawsuit brought against the company by OXY U.S.A. Inc. (OXY), as successor in
interest to Cities Service Company (Cities), resulted from the allegedly
improper termination by Gulf Oil Corporation (which was acquired by Chevron in
1984) of a merger agreement with Cities. 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
certain actions taken by Cities were done in reliance on the merger with Gulf,
resulting in a judgment against the company of $742 million. The company has
filed an appeal, which is not expected to be heard until next year. 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. Accordingly, the company will
continue to defend the case vigorously.
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.
Other Contingencies -
The U.S. federal income tax and California franchise tax liabilities of the
company have been settled through 1982 and 1991, respectively. For federal
income tax purposes, all issues other than the creditability of taxes paid to
the Government of Indonesia have been resolved through 1987. 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 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,
- 9 -
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 outside the United States in which the company has significant operations
include 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, South Africa and Japan. The company's Tengizchevroil
affiliate operates in Kazakstan.
- 10 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Third Quarter 1996 Compared With Third Quarter 1995
And First Nine Months 1996 Compared With First Nine Months 1995
Overview and Outlook
____________________
Net income for the third quarter of 1996 was $655 million ($1.00 per share),
more than double the $282 million ($.44 per share) reported for the third
quarter of 1995. This year's third quarter results benefited a net $5 million
from special items consisting of prior year tax adjustments of $52 million and
net gains from asset sales of $21 million offset by environmental remediation
provisions of $29 million, provisions totaling $27 million for restructuring
and a litigation matter, and asset write-offs of $12 million.
Special charges in the 1995 third quarter totaled $222 million and included a
$168 million provision related to the company's decision to dispose of its real
estate development properties, environmental remediation provisions of $39
million, prior year tax adjustments of $22 million and restructuring provisions
totaling $20 million. These charges were partially offset by a benefit of $27
million resulting from a refund of federal offshore lease costs. Excluding
special items in both periods, 1996 third quarter results of $650 million
increased 29 percent from adjusted earnings of $504 million in last year's
third quarter.
Net income for the first nine months of 1996 was $2.143 billion ($3.28 per
share), up 59 percent from $1.348 billion ($2.07 per share) reported for the
1995 first nine months. The 1996 nine-month results benefited $177 million
from special items, mostly the company's share of its Caltex affiliate's second
quarter gain from the sale of refinery interests in Japan. The 1995 nine-month
results were reduced $163 million by special charges, mostly related to the
company's disposal of its real estate business. Excluding special items, 1996
year-to-date earnings were up 30 percent to $1.966 billion, compared with
$1.511 billion in the corresponding 1995 period.
Worldwide upstream operating earnings nearly doubled in the 1996 third quarter
and were up 58 percent for the nine months compared with the corresponding 1995
periods. Higher crude oil and natural gas prices and continued increases in
Chevron's international production volumes were the primary earnings drivers.
Chevron's average U. S. crude oil realizations were nearly $4 per barrel higher
in this year's third quarter and were up almost $2.50 per barrel in the first
nine months from comparable periods in 1995. Natural gas was about $.65 per
thousand cubic feet higher than in the 1995 third quarter and nine-month
periods. Both crude oil and natural gas prices have continued to be strong
into the fourth quarter.
Worldwide downstream operating earnings for the 1996 nine months were up 50
percent over last year as higher U. S. refined product margins, especially in
the second quarter, coupled with good refinery operating performance 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. In the third quarter, however, continued increases
in crude oil prices, coupled with softening product prices, squeezed product
margins, both domestically and internationally. As a result, third quarter
worldwide downstream operating earnings declined 28 percent from the prior year
third quarter. Sales margins have continued to be weak into the fourth
quarter, as crude oil prices remain strong and product supplies are ample.
Chemicals earnings declined significantly from last year's third quarter and
nine months, when industry conditions were much stronger. Commodity chemicals
prices have continued to decline since their peak in mid-1995.
Total revenues for the 1996 third quarter were $11.0 billion, up 18 percent
from $9.3 billion in the year earlier quarter. Total revenues for the first
nine months were $32.4 billion, a 16 percent increase from $27.9 billion
reported for the 1995 nine-month period. Revenues increased on higher prices
and sales volumes of crude oil
- 11 -
and natural gas. Refined products prices were also higher and sales volumes
were about flat in the 1996 third quarter and nine months compared with 1995.
Operating, general and administrative expenses, adjusted for special items,
increased $66 million in the 1996 third quarter and $190 million in the first
nine months to $1.740 billion and $5.183 billion, respectively, compared with
$1.674 billion and $4.993 billion in the comparable periods of 1995. The 1996
increase reflects higher fuel costs and expenses related to performance-based
employee compensation plans.
Taxes on income for the third quarter and first nine months of 1996 were $596
million and $1.617 billion, respectively, compared with $377 million and $1.146
billion for the comparable 1995 periods. The effective income tax rate for the
first nine months of 1996 decreased to 43 percent from 46 percent in the 1995
nine months. The primary reasons for the decrease were proportional shifts in
international earnings from higher effective tax-rate countries to lower tax-
rate countries, the after-tax effect of asset dispositions and prior year tax
adjustments. These effects were partially offset by a proportional decrease in
equity affiliates' earnings recorded on an after-tax basis.
Foreign exchange gains of $6 million were included in third quarter net income,
compared with foreign exchange losses of $26 million in the prior year third
quarter. For the nine months, foreign exchange losses were $14 million in 1996
and $20 million in 1995. The 1996 year to date losses reflect the U.S.
dollar's fluctuation against the Australian currency, whereas the 1995 losses
were caused by fluctuations against the Canadian and Nigerian currencies.
Current Developments
____________________
The merger of NGC Corporation with Chevron's natural gas marketing business and
its natural gas liquids company, Warren Petroleum, was completed August 31,
1996. NGC is a leading gatherer, processor, transporter and marketer of
energy products and services in North America and the United Kingdom. Chevron
received $295 million in cash and notes and an approximate 28 percent ownership
interest in NGC, represented by 38.6 million shares of NGC common stock and 7.8
million shares of participating preferred stock. Other major stockholders in
NGC are British Gas and Nova Corp., each with approximately 25 percent
ownership of the common stock.
In November, Chevron and NGC signed a letter of intent to form a partnership to
own, operate and expand Chevron's Venice, Louisiana offshore gas gathering,
processing and fractionation complex. Chevron will own approximately two-
thirds of the complex and will be a major producer supplier. NGC will own
approximately one-third of the complex and will operate the facility through
its Warren Petroleum Company subsidiary.
In October, the company completed the sale of its interests in four United
Kingdom North Sea mature producing oil fields, related pipeline and terminal
facilities and certain other undeveloped and exploration properties. Also in
October, the company sold its interest in the Natuna Sea Block A production
sharing contract offshore Indonesia, which includes the producing Anoa oil
field. Chevron's share of oil production from the properties sold in the North
Sea and Indonesia was approximately 31,000 barrels per day. The sales proceeds
of approximately $180 million will provide resources to focus on more
attractive growth projects. The company will recognize gains on both sales in
its fourth quarter results.
On November 6, 1996, Chevron, Elf Oil UK Ltd. and Murco Petroleum Ltd.
announced they had signed a memorandum of understanding to merge their refining
and marketing operations in the United Kingdom. The three companies have
decided to merge their skills, strengths and resources in order to boost long-
term performance within a market that faces excess supplies of refined
products, growing costs of environmental regulations and fierce competition.
The move is expected to provide benefits of scale and improved efficiencies
that should result in significant cost savings. Chevron's refining and
marketing operations in the United Kingdom are conducted through its Gulf Oil
(Great Britain) Ltd. subsidiary.
Interests in the new company will be held 41.25 percent by Chevron, 41.25
percent by Elf and 17.50 percent by Murco. The Elf/Murco 108,000 barrels per
day refinery will be retained; Gulf's 115,000 barrels per day refinery
- 12 -
will be closed; and the company's interest in the Pembroke Cracking Company
(PCC) will be purchased by Texaco, the other joint owner and operator of PCC.
The new company will have a retail network of over 1,500 service stations and
an 8 percent share of the United Kingdom fuels market.
The transaction is subject to further negotiations and, if completed, may
result in a charge against the company's earnings. A final agreement is
expected in the first half of 1997. Formation of the new company is also
subject to necessary regulatory approvals.
The company continues to review and analyze its operations and may sell,
restructure or purchase assets to achieve operational or strategic benefits.
These activities may result in gains or losses to income in future periods.
Production from Chevron's 50 percent owned Tengizchevroil affiliate in
Kazakstan has continued to increase, averaging 110,000 barrels per day in the
third quarter and making a positive contribution to Chevron's earnings.
Progress continues on the formation of the Caspian Pipeline Consortium, in
which Chevron has the right to acquire a 15 percent equity interest. The
consortium plans to construct a pipeline from the Tengiz oil field to the
Russian Black Sea port of Novorossiysk, which will allow full development of
the Tengiz crude oil reserves.
Chevron Chemical Co. and Saudi Industrial Venture Capital Group have formed a
50 - 50 joint venture to build and operate a $650 million petrochemical complex
in Al-Jubail, Saudi Arabia. A 480,000 ton-per-year benzene plant, using
Chevron's proprietary Aromax technology, and a 220,000 ton-per-year
cyclohexane unit are scheduled to be completed in mid-1999.
Chevron Chemical Co. has begun construction on a $225 million expansion project
at the Pascagoula, Mississippi, refinery that will double the refinery's
capacity for production of paraxylene to slightly over one billion pounds per
year. The expanded facility will use a new proprietary manufacturing
technology called Eluxyl, that was jointly developed by Chevron and Institut
Francais Du Petrole and successfully tested during a year long pilot project at
the refinery. The project is targeted for completion by mid-1998.
Chevron Chemical Co. announced plans to construct a polystyrene plant in China,
after reaching a land-use agreement with the city of Zhangjiagang, Jiangsu
Province. Construction is expected to begin by early 1997 and will take two
years to complete. The plant will have an initial capacity of 40,000 tons per
year, with plans to increase annual capacity to 150,000 tons.
Chevron announced a new crude oil discovery in the prolific Huizhou area in the
Pearl River Mouth Basin of the South China Sea. Further appraisal will be
conducted in early 1997 to determine if the discovery is of a commercial
nature. The discovery well was drilled by the CACT Operators Group, a
consortium composed of Chevron, Agip, Texaco and the China National Offshore
Oil Corp. (CNOOC). Chevron's interest in CACT is 16.33 percent.
Chevron and Petronas Carigali Overseas Sdn Bhd, a subsidiary of the Malaysian
state oil company, signed a production sharing contract with CNOOC to explore
for oil in the Liaodong Bay portion of the Bohai Gulf. The 2,000 square mile
offshore tract is in the North China Basin, where some of China's largest oil
fields are located. Chevron has a 60 percent interest, with Petronas holding
the remaining 40 percent.
A second appraisal well yielded positive results in the Moho field, offshore
Congo. The field was discovered last November in the Haute-Mer concession,
which also includes the producing N'Kossa field. Chevron holds a 30 percent
interest in the Elf-operated concession.
PT Caltex Pacific Indonesia (CPI), Chevron's 50 percent owned affiliate, has
acquired a new production sharing contract off Sumatra's northwest coast. The
almost 4,000 square mile block, named Sibolga, is adjacent to CPI's Nias
offshore tract, where CPI is continuing its active evaluation program. Sibolga
contains extensions of geological trends recognized in the Nias block.
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Crude oil production from the Point Arguello project, offshore California, has
continued to decline rapidly with production averaging 23,000 barrels per day
in 1996 compared with 31,000 barrels per day in 1995. The company and its
partners are reviewing options for the project, including unitization with an
adjoining field and development of an overall abandonment strategy coordinated
with neighboring mature fields. Nonetheless, an additional impairment
writedown may result in future periods. Chevron has an approximate 25 percent
interest in the Point Arguello project.
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 Nine Months Ended
September 30, September 30,
__________________ _________________
Millions of Dollars 1996 1995 1996 1995
______________________________________________________________________________
Exploration and Production
United States $ 237 $ 131 $ 699 $ 431
International 291 140 802 506
______________________________________________________________________________
Total Exploration and Production 528 271 1,501 937
______________________________________________________________________________
Refining, Marketing and Transportation
United States 80 98 281 104
International 21 53 398 245
______________________________________________________________________________
Total Refining, Marketing
and Transportation 101 151 679 349
______________________________________________________________________________
Total Petroleum Operations 629 422 2,180 1,286
Chemicals 49 127 164 465
Coal and Other Minerals 12 10 35 24
Corporate and Other * (35) (277) (236) (427)
______________________________________________________________________________
Net Income $ 655 $ 282 $2,143 $1,348
______________________________________________________________________________
* "Corporate and Other" includes interest expense, interest income on cash and
marketable securities, corporate center costs, and real estate and insurance
activities.
SELECTED OPERATING DATA (1)
Three Months Ended Nine Months Ended
September 30, September 30,
__________________ _________________
1996 1995 1996 1995
______________________________________________________________________________
U.S. Exploration and Production
Net Crude Oil and Natural Gas
Liquids Production (MBPD) 340 346 341 351
Net Natural Gas Production (MMCFPD) 1,857 1,816 1,853 1,893
Sales of Natural Gas Liquids (MBPD) 194 202 208 214
Revenue from Net Production
Crude Oil ($/Bbl.) $ 18.88 $14.91 $17.95 $15.48
Natural Gas ($/MCF) $ 2.06 $ 1.40 $ 2.13 $ 1.46
International Exploration and Production
Net Crude Oil and Natural
Gas Liquids Production (MBPD) 712 644 691 646
Net Natural Gas Production (MMCFPD) 587 539 571 562
Revenue from Liftings
Liquids ($/Bbl.) $19.44 $15.37 $18.62 $16.16
Natural Gas ($/MCF) $ 1.78 $ 1.73 $ 1.80 $ 1.73
- 14 -
U.S. Refining and Marketing
Sales of Gasoline (MBPD) 572 576 560 560
Sales of Other Refined Products (MBPD) 586 599 561 567
Refinery Input (MBPD) 971 968 954 958
Average Refined Product
Sales Price ($/Bbl.) $30.34 $26.09 $29.69 $26.21
International Refining and Marketing
Sales of Refined Products (MBPD) 901 894 950 940
Refinery Input (MBPD) 506 595 542 587
Chemical Sales and Other Operating Revenues(2)
United States $ 647 $ 821 $2,218 $2,633
International 130 155 458 473
______________________________________
Worldwide $ 777 $ 976 $2,676 $3,106
(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 $528 million in the third quarter
of 1996 compared with $271 million in the corresponding 1995 period. Earnings
of $1.501 billion in the first nine months of 1996 were 60 percent higher than
the $937 million earned in the 1995 nine months.
U.S. exploration and production net earnings of $237 million were up sharply
from the $131 million earned in the 1995 third quarter. Special items
benefited third quarter earnings $17 million in 1996 and $19 million in 1995.
The merger of Chevron's natural gas marketing and natural gas liquids
businesses with NGC Corporation resulted in a $28 million gain in the current
quarter, with a further $39 million gain to be recognized over future periods.
Partially offsetting the current quarter gain was a loss of $11 million on an
unrelated sale of a producing property.
Operationally, the improved 1996 results reflected higher crude oil and natural
gas prices. The company's average crude oil realization during the 1996 third
quarter was $18.88 per barrel, up nearly $4.00 from $14.91 in last year's third
quarter. Average natural gas prices were also significantly higher at $2.06
per thousand cubic feet compared with $1.40 in the prior year quarter. Net
liquids production declined two percent to 340,000 barrels per day, while net
natural gas production increased slightly to 1.9 billion cubic feet per day.
Net earnings for the first nine months of 1996 were $699 million compared with
$431 million last year. Special items benefited earnings $8 million and $19
million in the 1996 and 1995 nine months, respectively. Excluding special
items in both periods, 1996 year to date earnings of $691 million were 68
percent higher than year-ago earnings of $412 million. Higher average crude
oil and natural gas prices more than offset lower production volumes and higher
exploration expenses. Crude oil prices improved 16 percent to $17.95 per
barrel, and natural gas prices rose 46 percent to $2.13 per thousand cubic
feet.
International exploration and production third quarter net earnings more than
doubled to $291 million from $140 million earned in last year's third quarter,
when earnings were reduced $22 million by prior year tax adjustments. The
strong third quarter earnings reflected higher crude oil prices and sales
volumes. Net liquids production increased almost 11 percent to 712,000 barrels
per day, due primarily to new production in Congo and higher production levels
from the company's Tengizchevroil affiliate in Kazakstan, where Chevron's share
was up 31,000 barrels to 55,000 barrels per day. Net natural gas production
volumes increased to 587 million cubic feet per day from 539 million in the
third quarter last year, with increases in Kazakstan, Indonesia and the United
Kingdom.
- 15 -
Nine months net earnings were $802 million compared with $506 million in the
1995 nine months. Year to date 1996 earnings were reduced $7 million by asset
write-offs, while earnings in the 1995 period were reduced by prior year tax
adjustments and restructuring charges totaling $32 million. Excluding special
charges in both periods, earnings increased $271 million to $809 million.
Crude oil production increased 7 percent to 691 thousand barrels per day and
natural gas production was up slightly to 571 million cubic feet per day.
Higher prices also contributed to earnings; crude oil prices increased $2.46
per barrel to $18.62 and natural gas prices were up marginally to $1.80 per
thousand cubic feet.
Foreign exchange gains in the third quarter of 1996 amounted to $5 million,
reducing the nine month loss to $5 million. In both the prior year third
quarter and nine months, foreign exchange losses amounted to $19 million.
Worldwide refining and marketing operations reported net earnings of $101
million in the 1996 third quarter compared with $151 million for the 1995 third
quarter. The 1996 nine-month net earnings were $679 million, nearly twice the
$349 million earned in the corresponding 1995 period.
U.S. refining and marketing net earnings were $80 million in the third quarter
of 1996, compared with $98 million in the year-ago quarter. Earnings for both
periods included special charges. Environmental remediation provisions were
$29 million in 1996 and $11 million in 1995. In addition, 1996 results
included a $4 million gain from pipeline-related aspects of the NGC transaction
and a $1 million charge for an employee severance provision. Excluding the net
special charges, third quarter operating earnings were about flat at $106
million in 1996 and $109 million in 1995.
Net earnings for the 1996 nine months were $281 million, more than twice the
earnings posted for the same period last year. Included in these earnings were
special charges of $37 million and $21 million in 1996 and 1995, respectively.
Nine months earnings benefited from higher refined product margins, especially
in the second quarter, coupled with good refinery operating performance. Tight
supplies industry-wide in this year's second quarter allowed the recovery of
higher crude oil costs and, in California, the increased manufacturing costs of
state mandated cleaner-burning gasolines. In the third quarter, however,
average product sales margins weakened as products prices softened and crude
oil costs continued to increase.
Total refined product sales volumes in the 1996 third quarter declined 1
percent to about 1.2 million barrels per day, but at 1.1 million barrels per
day for the nine months 1996, were about flat compared with the 1995 first nine
months.
International refining and marketing net earnings declined to $21 million from
$53 million in the 1995 third quarter, which included $15 million of
restructuring charges. Results fell in 1996 as product prices were unable to
keep pace with escalating crude oil costs. The company's Caltex affiliate's
results were also reduced by weak refining margins, especially in Thailand
where the new Caltex Star refinery recently started up.
Nine month 1996 earnings increased 62 percent from 1995 levels - $398 million
compared with $245 million. Special items benefited nine months earnings $260
million in 1996 and $65 million in 1995. The 1996 period 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. In 1995, the
special items included gains of $80 million on a Caltex asset sale and the
third quarter restructuring charges. Excluding net special gains in both nine-
month periods, operating earnings fell $42 million to $138 million due to
foreign currency swings and weak industry conditions.
Sales volumes increased slightly to 901,000 barrels per day in the 1996 third
quarter and to 950,000 barrels per day for the first nine months of 1996
compared with 1995 but poor sales margins more than offset the increase,
especially in the U.K. and Caltex areas of operations.
- 16 -
Foreign exchange losses were $1 million and $6 million in the 1996 and 1995
third quarters, respectively. For the nine months, foreign exchange losses
were $22 million in 1996 compared with a gain of $20 million last year.
Chemicals 1996 third quarter net earnings declined to $49 million from $127
million in last year's third quarter and to $164 million in the current year
nine months from $465 million in 1995, when industry conditions were much
stronger. Lower prices for some of the company's primary products and higher
feedstock costs continued to squeeze sales margins. Third quarter 1996
operating results benefited $17 million from business interruption insurance
proceeds related to the flooding of the Cedar Bayou plant in 1994. Earnings in
all periods were reduced by special charges - $12 million for asset write-offs
in the 1996 quarter and an additional $16 million year to date for litigation
provisions. The 1995 quarter and year to date earnings were reduced by $21
million for environmental and other charges.
Coal and other minerals net earnings were $12 million in the 1996 third quarter
compared with $10 million in the comparable 1995 quarter. Year to date results
were $35 million and $24 million in 1996 and 1995, respectively. Coal industry
conditions have improved, but results continue to reflect competition from
lower-priced alternative fuel sources, particularly hydroelectric power. The
1996 quarter and nine months results included a $3 million special charge for
an employee severance program and the 1995 nine months included a similar $1
million charge.
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 $35 million in the 1996
third quarter, down from $277 million in last year's third quarter. Year to
date charges were $236 million in 1996 compared with $427 million in the 1995
nine months. Results for all periods were affected significantly by special
items. The 1996 third quarter included a net benefit of $29 million, as a
favorable prior year income tax adjustment was partially offset by provisions
for employee severance and a litigation matter. Nine months charges were
increased a net $16 million by additional losses of $29 million on disposal of
the company's real estate portfolio and provisions of $16 million for
litigation earlier this year, partially offset by the third quarter net
benefit. Results in the 1995 quarter and nine months included special charges
totaling $172 million, almost all related to the write-down of the company's
investment in its real estate development properties prior to their sale in
1996.
Excluding special items in all periods, third quarter corporate and other
charges were $64 million in 1996 and $105 million in 1995; nine month charges
were $220 million and $255 million in 1996 and 1995, respectively. The 1996
periods benefited from pension settlement gains, whereas the prior year periods
included unfavorable consolidating income tax adjustments.
Liquidity and Capital Resources
_______________________________
Cash and cash equivalents totaled $1.091 billion at September 30, 1996, a $470
million increase from year-end 1995. Cash flows from operations were more than
adequate to fund the company's capital expenditures and dividend payments to
stockholders, and surplus cash was used to reduce debt.
In July, the company increased its quarterly dividend on its common stock by 4
cents a share, or 8 percent, to 54 cents a share. This was the company's
eighth dividend increase in the past nine years and brings Chevron's annualized
dividend rate to $2.16 a share.
The company's debt and capital lease obligations totaled $7.475 billion at
September 30, 1996, down $852 million from $8.327 billion at year-end 1995.
Significant debt transactions included the repayment of approximately $415
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.
- 17 -
Although the company benefits from lower interest rates on short-term debt, the
large amount of short-term debt has kept Chevron's ratio of current assets to
current liabilities at relatively low levels. The current ratio was .89 at
September 30, 1996. The company's short-term debt, consisting of commercial
paper and current portion of long-term debt, totaled $5.252 billion at
September 30, 1996. This amount includes $1.800 billion that was reclassified
as long-term debt on Chevron's balance sheet 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 32.5
percent at September 30, 1996, down 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 a reasonable level and
composition of debt.
Worldwide capital and exploratory expenditures for the first nine months of
1996, including the company's share of affiliates' expenditures, totaled $3.249
billion, down slightly from $3.292 billion spent in the 1995 nine months.
About 66 percent of the company's total expenditures were for exploration and
production activities in 1996 compared with 59 percent in 1995, and 61 percent
of exploration and production outlays were spent outside the United States in
1996 compared with 69 percent in 1995.
- 18 -
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
Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996,
is hereby further supplemented as follows:
The company filed its appeal of the trial court judgment on August 14, 1996.
The trial record is being assembled, and briefs are expected to be filed early
next year.
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 November 8, 1996 /s/ S. J. Crowe
_________________________ _____________________________
S. J. Crowe, Comptroller
(Principal Accounting Officer
and Duly Authorized Officer)
- 19 -