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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-4014
FINA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1820692
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
FINA PLAZA, DALLAS, TEXAS 75206
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (214) 750-2400
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Class A Common Stock $.50 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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The aggregate market value of the Class A Common voting stock held by
non-affiliates of the Registrant as of February 9, 1996 was $134,923,632 based
on the highest price of $48.00 per share as recorded by the American Stock
Exchange.
The number of shares outstanding of each of the issuer's classes of common
stock, as of February 9, 1996:
CLASS A COMMON STOCK -- 29,209,072
CLASS B COMMON STOCK -- 2,000,000
Documents Incorporated by Reference: Part III: The Company's Proxy
Statement for Annual Meeting of Stockholders to be held April 17, 1996
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CROSS REFERENCE SHEET
FORM 10-K ITEM LOCATION IN
NUMBER AND CAPTION FORM 10-K
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PART I:
1. Business..................................................................... page 1
2. Properties................................................................... page 2
3. Legal Proceedings............................................................ page 4
4. Submission of Matters to a Vote of Security Holders.......................... page 6
PART II:
5. Market for the Registrants' Common Stock and Related Security Holder
Matters.................................................................... page 6
6. Selected Financial Data...................................................... page 7
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................... page 7
8. Financial Statements and Supplementary Data.................................. page 13
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure....................................................... page 37
PART III:
10. Directors and Executive Officers of the Registrant........................... page 37
11. Executive Compensation....................................................... page 37
12. Security Ownership of Certain Beneficial Owners and
Management................................................................. page 38
13. Certain Relationships and Related Transactions............................... page 38
PART IV:
14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K................................................................... page 38
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PART I
ITEM 1 BUSINESS
(a) FINA, Inc. (and subsidiaries, collectively the "Company" and "FINA")
was organized in 1956 as American Petrofina, Incorporated and is part of an
international group of about 166 companies in 34 countries which are affiliated
with PetroFina S.A., a publicly-held corporation organized under the laws of the
Kingdom of Belgium. Petrofina Delaware, Incorporated ("PDI") owns approximately
85% and 100% of the Class A and Class B common stock of the Company,
respectively. PetroFina S.A. owns 100% of American Petrofina Holding Company
which owns 75% of the stock of PDI. The remaining 25% of PDI's stock is owned by
PetroFina S.A.
FINA, Inc. is engaged, through its wholly-owned, main operating subsidiary,
Fina Oil and Chemical Company ("FOCC"), in crude oil and natural gas exploration
and production; petroleum products refining, supply and transportation and
marketing; and chemicals manufacturing and marketing. A wholly-owned subsidiary
of the Company, Fina Natural Gas Company, is engaged in natural gas marketing.
Fina Technology, Inc., a subsidiary of the Company, licenses certain proprietary
processes to others.
Capital expenditures by segments of the Company are shown in Note 14 to the
Consolidated Financial Statements on pages 31 and 32. Capital expenditures were
$218.4 million (including $5.7 million expended for a joint venture), or 60%
above the prior year's $136.4 million. Expenditures associated with refining,
supply and transportation and marketing were $42.2 million of the total capital
expenditures primarily for efficiency and yield improvement projects at both
refineries. Expenditures of $55.6 million for exploration and production were
attributable primarily to exploration and development drilling activity.
Expenditures relating to chemicals were $113.9 million due to major expansions
in two of the Company's four lines of business. Capital expenditures are
expected to be $208.7 million in 1996.
No major individual assets or subsidiaries were acquired or disposed of
during the five years ending December 31, 1995.
(b) Segment data is shown in Note 14 "Segment Data" to consolidated
financial statements on pages 31 and 32 herein.
(c) The Company has grouped its businesses into (1) crude oil and natural
gas exploration and production, and natural gas marketing; (2) petroleum
products refining, supply and transportation and marketing; and (3) chemicals
manufacturing and marketing, primarily petrochemicals and plastics including
polypropylene, polystyrene, styrene monomer and high density polyethylene, and
the licensing of certain chemical processes. The energy products are produced
and refined by FOCC, a Delaware corporation. Petrochemicals and plastics are
manufactured by FOCC and by Cos-Mar Company, a 50% owned joint venture.
The Company markets gasoline and other refined products under the FINA(R)
brand and also markets some unbranded products. FINA(R) transportation fuel
products are primarily sold through 240 independent businesses and 38
company-owned service stations which consist of a total of 2,702 branded retail
outlets, located in 15 states in the Southeastern and Southwestern regions of
the United States. The Company also markets petrochemicals and plastics under
the FINA(R) brand. Fina Natural Gas Company is engaged in natural gas marketing.
FOCC also markets naphtha, jet fuel, distillates, diesel fuel, heavy oils,
and asphalt.
Following are products which accounted for more than 10% of consolidated
revenues in 1995, 1994 and 1993, and their appropriate percentage of revenues
for the three years:
PERCENTAGE OF REVENUES
----------------------
1995 1994 1993
---- ---- ----
Refined Products:
Gasoline...................................................... 31% 29% 34%
Distillates................................................... 19% 20% 23%
Petrochemicals and Plastics..................................... 32% 28% 21%
Natural Gas..................................................... 8% 14% 13%
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Additional segment data is shown in Note 14 "Segment Data" to consolidated
financial statements on pages 31 and 32 herein.
Sufficient raw material is available in the foreseeable future for
supplying the needs of the various manufacturing units of the Company, although
political situations in the important oil producing nations can aggravate the
supply situation in the United States where imports of oil are necessary to meet
demand.
The Company licenses its patented chemical processes throughout the world.
The net earnings derived from licensing were not material to the consolidated
results of operations in 1995, 1994 and 1993.
The business of the Company cannot be considered seasonal and is sensitive
to crude oil and natural gas pricing, margins between crude oil and refined
products and chemicals margins. There are, however, fluctuations, such as
increased demand for gasoline during summer months. Inflation increases the
costs of labor and supplies and increases costs of acquiring and replacing
property, plant and equipment.
Inventories of refined products fluctuate and crude oil inventories vary
according to the overall supply picture and in anticipation of price increases
or decreases. Payments for crude oil are generally expected by the 20th day of
the month following the month in which the crude oil was delivered. Payments for
refined products are generally expected within 10 days of billing. Payments for
chemicals are generally expected within 30 days of billing. Credit is sometimes
extended for a longer period on products when there is a surplus, and in some
cases, credit terms are influenced by credit history and financial stability.
No material part of the business is dependent on a single customer or a few
customers. Most of the Company's customers are located in the South and Midwest
regions of the United States, except with respect to chemicals where customers
are located throughout the United States. No single customer accounted for more
than 5% of the Company's sales in 1995, 1994 or 1993, and no account receivable
from any customer exceeded 5% of the Company's consolidated stockholders' equity
at December 31, 1995, 1994 or 1993.
No material portion of the business is subject to renegotiation of profits
or termination of contracts or subcontracts at the election of the government.
In both the crude oil and natural gas exploration and production and
natural gas marketing segment and the petroleum products refining, supply and
transportation and marketing segment, the principal methods of competition are
price and availability of product. In the petroleum products and chemicals
segments, quality of the product is also a competitive factor.
During 1995, $14.8 million was expended on pollution control and
environmental protection capital projects. It is estimated that environmental
protection facilities will require capital expenditures in 1996 of approximately
$18.4 million companywide. Additionally, during 1995, $43.1 million was charged
to expense relating to ongoing environmental administration and maintenance
activities at operating facilities.
The number of persons employed on December 31, 1995 was 2,644 full time and
49 part time.
(d) Sales, operating profit (loss), and identifiable assets as of and for
the three years ended December 31, 1995 were substantially all attributable to
domestic operations.
(e) "Executive Officers of the Registrant" are described in Part III, Item
10.
ITEM 2 PROPERTIES
(a) The Company owns and operates two refineries in Texas. The total raw
materials processed at both refineries averaged 220,000 barrels per day for
1995. The Port Arthur, Texas refinery is located on 1,231 acres in Jefferson
County, Texas and the Big Spring, Texas refinery is located on 1,259 acres in
Howard County, Texas.
In 1990, the plant located in Carville, Louisiana became the largest single
site polystyrene manufacturing plant in the United States and the second largest
in the world; total net capacity increasing to 775 million pounds per year. The
Carville, Louisiana plant, and the adjacent styrene monomer plant discussed
herein, are located on 358 acres in Iberville Parish, Louisiana.
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The Company owns and operates a polypropylene plant at La Porte, Texas on
76.5 acres of land in Harris County, Texas. During 1995, the throughput capacity
increased to 1.4 billion pounds per year. The La Porte, Texas, plant is the
largest single site polypropylene manufacturing facility in the world.
The Company purchased a high density polyethylene plant in 1992. The plant
is located in Harris County, Texas, in the Bayport area. The plant has a
capacity of 420 million pounds per year and is situated on 54.7 acres of land.
FOCC operates, for a 50% owned joint venture, a styrene monomer plant
located in Carville, Louisiana. Gross production capacity is 2 billion pounds
per year. This plant is the largest single site styrene production facility in
the world.
A subsidiary of the Company owns a 33% interest in a propylene splitter at
Mont Belvieu, Texas, with an approximate 850 million pounds per year capacity.
Approximately one-half of the output is currently supplied as raw material to
the Company's La Porte polypropylene plant.
Over 1,071 miles of crude oil gathering and mainline pipelines are owned
and operated by the Company, together with 372 miles of products pipelines which
are leased. The Company also owns storage terminals and owns and leases rail
tank cars which are used in its distribution systems.
During 1994, the T/T Brooklyn, a 1.5 million-barrel-capacity tanker, had
its long-term lease terminated and the vessel was re-delivered to its owners.
(b) Reserve Quantity information is shown in "Supplemental Oil and Gas Data
(Unaudited)" to consolidated financial statements on pages 35 and 36 herein.
(c) 1. Location of Reserves. The Company's major crude oil reserves are
located in West Texas in the Permian Basin and the Company's major gas reserves
are located in High Island A571 offshore in the Gulf of Mexico, at Mecom and
LaTerre in Louisiana, and in the Texas Rio Grande Valley. All of the Company's
proved oil and gas reserves are located in the United States.
2. Reserves Reported to Other Agencies
Total proved net oil and gas reserves as of December 31, 1994 were reported
to the Energy Information Agency of the U.S. Department of Energy in May 1995
(EIA-28) in the amounts of 32 million barrels of crude oil and natural gas
liquids and 348 BCF of natural gas.
The reserve estimates reported above do not vary by more than five percent
from the similar amounts reported to the SEC for the same date.
3. Production
FISCAL YEAR
ENDED DECEMBER 31,
------------------------
1995 1994 1993
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Average Wellhead Sales Price:
Crude Oil and Condensate ($/Bbl)........................... $15.53 $14.27 $15.66
Natural Gas ($/MCF)........................................ $ 1.57 $ 1.85 $ 2.11
Production (Lifting) Costs, including production severance
taxes ($BOE) (natural gas converted to barrels at 6 MCF to
1 Bbl)..................................................... $ 4.35 $ 5.28 $ 5.09
All of the Company's production is located in the United States. Any
volumes of natural gas liquids resulting from ownership of processing plant
facilities are not significant.
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4. Productive Wells and Acreage
As of December 31, 1995:
PRODUCTIVE WELLS
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GROSS NET DEVELOPED ACREAGE
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OIL GAS OIL GAS GROSS NET
- ------ ---- ------ ------ -------- --------
1,829 548 459.8 212.8 730,780 268,549
5. Undeveloped Lease Acreage
GROSS NET
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As of December 31, 1995................................ 420,086 acres 209,167 acres
Fee, mineral and royalty acreage was 1,035,922 net acres as of December 31,
1995.
6. Drilling Activity
NET WELLS
YEAR ENDED DECEMBER 31,
-------------------------
1995 1994 1993
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Exploratory
Productive.............................................. 8.6 1.5 6.1
Dry..................................................... 3.2 1.2 5.1
Development
Productive.............................................. 10.9 30.1 18.0
Dry..................................................... 3.9 1.6 3.5
7. Present Activity as of December 31, 1995
DRILLING WELLS IN PROGRESS
Gross....................................................... 9
Net......................................................... 6.86
8. At all times the Company has contractual obligations to deliver natural
gas, usually on an "as needed" basis. Therefore, contract quantities are not
fixed and determinable. In May of 1989, the Company began purchasing gas
produced by unaffiliated companies for resale to the Company's customers. During
1995, 180,324 MMCF of gas was purchased and resold from both affiliated and
unaffiliated companies. The Company's obligations to deliver natural gas have
been met.
On December 31, 1995, the Company was obligated to deliver 5,692,865
barrels of crude oil in January 1996, 2,215,067 barrels in February, 2,388,990
barrels in March and 1,209,482 barrels in April. The Company purchases crude oil
either at the lease, on the spot market or on the futures market to fulfill its
commitments. The Company met its contractual obligations to date.
ITEM 3 LEGAL PROCEEDINGS
As of December 31, 1995, neither FINA, Inc. nor any of its subsidiaries was
a party to, nor was any of their property subject to, any uninsured material
pending legal proceedings or claim which exceeds 10% of the current assets.
Management believes that there is no environmental liability pertaining to
proceedings involving a governmental authority in excess of $100,000 which is
reasonably foreseeable in relation to its business activities and operational
permits other than:
1. The United States Environmental Protection Agency ("EPA") is empowered
by the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") to investigate
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hazardous waste disposal sites and to remove, or to cause responsible
parties to remove, or treat hazardous substances and to restore the
sites to a safe condition. FOCC and Cos-Mar, for which FOCC acts as
operator, have been named as Potentially Responsible Parties with
respect to the Brio site in Harris County, Texas. FOCC and Cos-Mar,
along with other Potentially Responsible Parties, have signed a consent
decree with the EPA, agreeing to treat or remove certain hazardous
substances. FOCC's share of the cleanup costs, both individually and as
50% owner of Cos-Mar, is $395,000.
2. FOCC has also been notified by the EPA that Cos-Mar, Incorporated may
have some liability for the Cleve Reber Superfund site located in
Ascension Parish, Louisiana. FOCC has denied any liability or connection
with the site.
3. FOCC has also been named a Potentially Responsible Party by the State
of New Jersey at the Duane Marine site in Perth Amboy, New Jersey. A
group of Potentially Responsible Parties, including FOCC, have agreed to
conduct an investigation.
4. A hazardous waste operating permit has been issued to the Big Spring
Refinery. The permit requires an investigation of the source of any
groundwater contamination and submittal of a remediation plan.
Groundwater contamination has been located near the Refinery's south
boundary. An interim corrective action program has been initiated for
the recovery and treatment of the contamination.
5. The EPA has listed the hazardous waste disposal area of a refinery
located in El Dorado, Kansas as a superfund site under CERCLA. As a
former owner of the site, FOCC would be liable for 65% of the clean-up
cost. FOCC signed a consent order with the State of Kansas and the
present owner of the site which recommends clean-up alternatives. The
State of Kansas and the EPA have approved clean-up alternatives. The
remediation program has begun. Phase I for sludge removal is complete.
The bioremediation will last 2-3 years. The groundwater investigation
has been completed. FOCC is awaiting further action by the State on the
groundwater remediation.
6. FOCC's Windsor, New Jersey plant was closed in 1989. Under New Jersey's
closing law, surface clean-up of the site was conducted at a cost of
$1,000,000. The remaining groundwater clean-up is estimated to cost
$775,000 and will take a number of years to complete.
7. FOCC has been required by the Texas Natural Resources Conservation
Commission ("TNRCC") to conduct an investigation of the closed Col-Tex
Refinery located near Colorado City, Texas. The site has been divided
into three areas for investigation. The workplans for the investigations
have been submitted to the TNRCC for approval. For a portion of the
site, FOCC has covered pits which could harm birds, provided fencing
around the area, and submitted a plan to stop oil from seeping into the
Colorado River. The other named Potentially Responsible Parties have
appealed the TNRCC's order regarding remediation to the state district
court.
8. On March 10, 1993, the United States of America ("USA"), on behalf of
the Secretary of the Army and the Army Corps of Engineers ("Corps"),
filed a lawsuit seeking injunctive relief requiring FOCC and others to
restore and revegetate 37.5 acres of seagrass allegedly damaged during
drilling. On December 16, 1993, the USA, at the request of the Corps,
filed a second lawsuit seeking an injunction requiring FOCC to remove an
oil wellhead and its associated structures from the Laguna Madre. The
USA alleges that FOCC's drilling permit was revoked because of FOCC's
failure to complete a seagrass restoration and mitigation plan
acceptable to the USA. The parties continue with settlement discussions.
9. FOCC received a letter dated December 27, 1995 from the current land
owners of part of the Abilene products terminal. The letter alleges that
hydrocarbon contamination has been found on their property which they
attribute to the operations at the terminal. No other information is
available at this time.
0. FOCC received a letter dated November 13, 1995 from the Kansas
Department of Health and Environment ("KDHE") requesting that FOCC,
Pester Refinery and the Coastal Corporation sign
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a consent agreement to investigate the El Dorado, Kansas Refinery.
Negotiations with the KDHE are underway and no cost estimates are
available at this time.
11. The Occupational Safety and Health Administration ("OSHA") issued a
citation to FOCC on September 6, 1995, following an inspection of the
Port Arthur Refinery. The citation alleges two violations of the
Occupational Safety and Health Act and proposes a total penalty of
$10,000. OSHA has classified the alleged violations as serious. FOCC
timely contested the citation. The Department of Labor ("DOL") filed an
administrative complaint against FOCC on October 19, 1995. FOCC timely
answered and denied the material allegations in the complaint. The Oil,
Chemical, and Atomic Workers union has elected party status. Settlement
negotiations with the DOL are ongoing. FOCC's position is that the DOL
should withdraw the citation and dismiss the complaint. A hearing before
an administrative law judge is set for February 6, 1996.
12. The Florida Department of Environmental Protection has conducted audits
of three locations in Florida as part of an investigation into the
repayment of disallowed credits. In two instances, final audit reports
were issued with requests for repayment totaling $557,265. An initial
report in the remaining audit has been issued requesting a refund of
approximately $203,082. FOCC has filed requests for extension of time
within which to file request for formal administrative proceedings.
Environmental contingencies and the Company's policy regarding
environmental costs are discussed in Note 13 to the consolidated financial
statements, on page 30 and 31. A reserve has been established in accordance with
the policy. The level of future expenditures for environmental matters,
including clean-up obligations, is impossible to determine with any degree of
accuracy.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of the Company's fiscal year ended December 31, 1995.
PART II
ITEM 5 MARKET FOR THE REGISTRANTS' COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Class A Common Stock of the Company is traded on the American Stock
Exchange under the symbol FI. On February 9, 1996, there were 29,209,072 Class A
Common Shares outstanding and 2,515 holders of the shares.
COMMON STOCK MARKET PRICES BY QUARTER AND DIVIDEND PAID PER QUARTER
1995 1994
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DIVIDEND DIVIDEND
HIGH LOW PAID HIGH LOW PAID
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1st Quarter........................... $41 3/4 $34 1/4 $.50 $35 7/8 $33 3/4 $.40
2nd Quarter........................... 46 3/4 40 3/4 .60 38 3/8 34 3/4 .40
3rd Quarter........................... 50 7/8 45 3/4 .60 39 7/8 37 5/8 .50
4th Quarter........................... 50 3/4 44 1/4 .60 38 1/4 32 .50
The Stock Transfer Agent and Registrar of Stock is First Chicago Trust
Company of New York, P.O. Box 2500, Jersey City, New Jersey 07303-2500.
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ITEM 6 SELECTED FINANCIAL DATA
FINA, INC. AND SUBSIDIARIES
SUMMARY OF FINANCIAL AND OPERATING DATA
1995 1994 1993 1992 1991
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(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FINANCIAL
Sales and other operating revenues..................... $3,606,637 $3,421,112 $3,416,223 $3,397,523 $3,336,353
Depreciation, depletion, amortization, and lease
impairment........................................... 213,964 185,961 198,341 194,804 190,947
Net earnings:
Earnings before cumulative effect of accounting
change............................................. 104,425 102,041 70,353 24,138 42,008
Cumulative effect of accounting change(1)............ -- -- -- (34,320) --
Net earnings (loss).................................. 104,425 102,041 70,353 (10,182) 42,008
Earnings per common share:
Earnings before cumulative effect of accounting
change............................................. 3.35 3.27 2.26 .77 1.35
Cumulative effect of accounting change(1)............ -- -- -- (1.10) --
Net earnings (loss).................................. 3.35 3.27 2.26 (.33) 1.35
Earnings prior to the adoption of SFAS 121:
Net earnings......................................... 142,598 -- -- -- --
Earnings per share................................... 4.57 -- -- -- --
Capital expenditures................................... 218,436 136,381 125,472 211,442 296,590
Long-term debt......................................... 496,331 531,162 740,058 890,389 840,464
Total long-term obligations............................ 498,446 532,148 766,476 950,960 911,521
Total assets........................................... 2,487,718 2,493,862 2,511,353 2,924,475 2,916,341
Stockholders' equity................................... 1,178,057 1,144,807 1,098,827 1,076,966 1,135,923
Cash dividends per share............................... 2.30 1.80 1.60 1.60 1.60
Average shares outstanding............................. 31,198 31,188 31,180 31,126 31,059
OPERATIONS
Crude oil, condensate, and natural gas liquids produced
(in thousands of net barrels)........................ 3,749 4,556 5,905 7,164 7,681
Natural gas produced (in millions of cubic feet)....... 52,119 52,864 67,924 75,589 74,359
Natural gas sold (in millions of cubic feet)........... 190,926 259,515 204,449 178,712 131,978
Total refinery throughput (barrels per day)............ 220,000 215,000 198,000 187,000 175,000
Major petrochemicals and plastics sold (millions of
pounds).............................................. 3,000 3,200 3,000 2,700 2,500
Company-branded service stations....................... 2,702 2,607 2,675 2,644 2,919
Undeveloped leasehold acreage (net).................... 209,167 189,723 203,734 257,836 311,382
Fee, mineral, and royalty acreage (net)................ 1,035,922 1,036,342 1,045,108 1,056,963 1,052,984
Employees (year-end)................................... 2,693 2,770 3,224 3,369 3,665
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(1) Cumulative effect to January 1, 1992 of change in accounting for
postretirement benefits other than pensions.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
DISCUSSION OF FINANCIAL INFORMATION
Net income prior to an accounting change was $143 million for 1995. After
the effect of Financial Accounting Standard No. 121, Fina's net income for 1995
was $104 million compared to $102 million in 1994 and $70 million in 1993. Net
income for 1994 includes $13 million of gain from sale of assets and $33 million
of inventory gains, after-tax, related to improved crude, product and chemical
prices since the beginning of the year. These gains were partially offset by a
$30 million after-tax charge for establishment of reserves for various
contingencies including $12.8 million after-tax for future environmental
remediation projects. Net income for 1993 included a $75 million after-tax gain
from sale of assets and a $33 million after-tax charge to state inventories at
the lower of LIFO cost or market.
The Company declared a two-for-one stock split with a May 2, 1995 record
date and reduced the par value of both Class A and Class B Common Stock from
$1.00 to 50 cents per share. Per share amounts and earnings per share have been
adjusted consistent with the stock split. At record date, outstanding Class A
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Common Stock increased from 14,595,269 to 29,190,538 shares and outstanding
Class B Common Stock increased from 1 million to 2 million shares.
During the fourth quarter of 1995, the Company adopted SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of", ("SFAS 121") which resulted in a before-tax addition of
$58,723,000 to depreciation, depletion and amortization expense. After tax, the
additional charge was $38,173,000 or $1.22 per share. Under SFAS 121, the
Company now evaluates impairment of exploration and production assets on a
field-by-field basis rather than using a one country cost center for its proved
properties. On this basis, certain fields are impaired because they are not
expected to recover their entire carrying value from future cash flows. In
addition to the change in grouping of proved properties, the value of certain
marketing assets in the Company's Downstream business were also impaired under
SFAS 121. As a result, the Company recognized a non-cash, pre-tax charge of
$52,523,000 related to its exploration and production assets and $6,200,000
related to its marketing assets. The fair values of the impaired assets were
determined by using the present value of expected future cash flows for the oil
and gas properties and sales prices for similar assets for marketing assets. If
estimated future cash flows are not achieved with respect to certain fields,
further writedowns may be required.
Earnings per common share in 1995, after SFAS 121, were $3.35 compared to
$3.27 in 1994 and $2.26 in 1993. Stockholders' equity was $1.2 billion, or
$37.75 per common share, in 1995 compared to $1.1 billion, or $36.70 per common
share, in 1994 and $1.1 billion, or $35.23 per common share, in 1993. The
increase in stockholders' equity in 1995, 1994 and 1993 was attributable to net
income after payment of annual dividends of $2.30 per share in 1995, $1.80 per
share in 1994 and $1.60 per share in 1993.
Sales and other operating revenues for 1995 were $3.6 billion compared to
$3.4 billion in 1994 and in 1993, a 5.4% increase primarily due to higher
chemicals prices and higher refining volumes.
Total assets in 1995 and 1994 remained constant at $2.5 billion. Total
assets decreased by $413 million in 1993 from 1992. The decrease in 1993 was
principally due to price and volume related inventory declines, depreciation,
depletion and amortization in excess of capital expenditures and a decrease in
receivables. Book value of assets sold, excluding receivables, was $58.4 million
in 1993.
Cost of raw materials and products purchased and direct operating expenses
as a percent of sales and other operating revenues were relatively constant for
1995, 1994 and 1993.
Selling, general and administrative expenses increased over the prior year
because of a net reduction in 1994 from receipt of insurance proceeds.
Interest expense remained relatively constant in 1995 and 1994, but
decreased from 1993 to 1994 primarily because of decreased debt levels and lower
interest rates on floating interest rate debt.
Interest and other income for 1995 includes a loss of $6.2 million, for
1994 includes an $18.8 million gain and for 1993 includes a $106.6 million gain.
Each year of the three-year period the gain or loss was primarily related to
sales from exploration and production properties.
Long-term obligations less current installments were $498 million at
year-end 1995, compared to $532 million at the end of 1994 and $766 million in
1993. Total debt was $554 million at year-end 1995, compared to $650 million at
year-end 1994 and $811 million at year-end 1993. The principal paydown was
primarily from operating income, working capital reductions, and the proceeds
from asset sales, as part of the plan to reduce debt.
Crude oil and refined products and chemicals are priced at the lower of
cost (last-in, first-out, "LIFO") or market on an aggregate basis. Materials and
supplies are priced at average cost, not in excess of market; in the case of
material salvaged, an allowance is made for obsolescence and depreciation.
Because of declines in the price of crude oil and refined products, the Company
recorded a valuation reserve in 1993 of $47,048,000 pre-tax to reduce the LIFO
cost of inventory to net realizable value. The price of crude oil, petroleum
products and chemicals increased in 1994 allowing restoration through income of
the full amount of the reserve established in 1993. The excess of replacement
cost of crude oil and refined products and chemicals over LIFO cost at December
31, 1995 was approximately $7.4 million.
8
11
The impact of the various lines of business on the financial position and
results of operations is discussed in the following text under appropriate
operating unit subheadings.
Exploration and Production and Natural Gas Marketing
Revenues and earnings (loss) before interest and income tax were $352.9
million and ($66.9 million), $549.2 million and ($3.4 million) and $519.8
million and $121.1 million for 1995, 1994 and 1993, respectively.
Exploration and production earnings before interest and taxes decreased
primarily due to the effect of SFAS 121, a non-cash, pre-tax charge of $52.5
million related to exploration and production assets. Asset sales gains were
$12.7 million in 1994 and $101.8 million in 1993.
Average crude oil, condensate and natural gas liquids production was 3.7
million barrels in 1995, a decline from 4.6 net million barrels in 1994 because
of natural declines, divestitures and limited drilling. Natural gas production
in 1995 was 52.1 billion cubic feet and 52.9 billion cubic feet in 1994.
Average wellhead prices for crude rose $1.26 per barrel to $15.53 in 1995.
Average wellhead prices for natural gas were $1.57 per MCF in 1995 down from
$1.85 per MCF in 1994.
Reserve additions were 12.3 million barrels oil equivalent. Finding and
development costs in 1995 were $6.03 per barrel oil equivalent compared to
$19.18 in 1994 and $15.99 in 1993. Lifting costs, at $4.35 per barrel oil
equivalent were down from $5.28 in 1994.
The Company participated in 11.8 net exploratory wells, compared to 2.7 in
1994 and 11.2 in 1993. The success rate was 73% compared to 56% in 1994 and 54%
in 1993.
Natural Gas Marketing sales volumes of 523 million cubic feet per day in
1995 decreased 26% compared to 1994.
Refining, Marketing, Supply & Transportation
Revenues and earnings (loss) before interest and income tax were $2.2
billion and ($4.7 million), $2.0 billion and $47.2 million, and $2.1 billion and
($8.3 million) for 1995, 1994 and 1993, respectively.
Major earnings factors included lower industry refining margins, three
utility company power failures, and a scheduled maintenance shutdown of the
reformer/aromatics complex at the Port Arthur, Texas refinery. These factors
were partially offset by higher refining throughputs, improved yields and lower
operating costs.
Refining margins were disappointing, specifically the fuels margin which
were 26 cents per barrel below 1994, which was a very low year. Aromatics
margins were strong in the first half of 1995. This was especially helpful at
the Port Arthur, Texas refinery where the Company is among the industry leaders
in aromatics production compared to crude throughput. Overall, poor industry
margins continued to negatively affect earnings and mask significant
improvements in refining operations.
Refinery operations in 1995 include a new record throughput of 220,000
barrels per day.
During 1995, the sales of 43 surplus marketing properties and the main line
portion of the Fin-Tex Pipeline system were completed. During first quarter
1996, the sale of the Fin-Tex Harbor Island Terminal was completed. No material
book effect occurred.
Chemicals
Revenues and earnings before interest and income taxes were $1.1 billion
and $290.6 million, $890.3 million and $164.4 million and $794.8 million and
$53.7 million for 1995, 1994 and 1993, respectively.
Chemicals was the largest contributor to earnings, as margins for the
Company's products continued to increase. In 1995, capital improvements were
realized which increased capacity 5% for styrene, 6% for polystyrene and 42% for
polypropylene.
9
12
Total chemical sales volumes were down 4.5% versus the prior year primarily
due to limitations caused by expansion tie-ins and equipment downtimes in each
plant.
In first quarter 1995 a project increased capacity on all production lines
of the polystyrene plant in Carville, Louisiana, and increased annual
polystyrene capacity by 45 million pounds, to 775 million pounds. FINA also will
build a new 250 million pound crystal polystyrene production line utilizing
proprietary technology at the Carville site. It will commence operations in the
second quarter of 1996 and will increase total polystyrene capacity to 1.025
billion pounds per year, making the Carville plant the largest single site
polystyrene facility in the world.
An expansion at the LaPorte Polypropylene Plant to increase capacity by 400
million pounds per year was completed in the fourth quarter of 1995 ahead of
schedule and below budget. After completion, at a capacity of 1.4 billion pounds
per year, it is the largest polypropylene plant in the world. The expansion
makes the Company the third largest polypropylene producer in the United States.
Sigma Coatings, a manufacturer of paint and industrial coatings was sold in
1993 to an affiliate of PetroFina S.A. for $7.8 million plus working capital. No
gain or loss was recorded.
ENVIRONMENTAL MATTERS
The Company was contingently liable at December 31, 1995, under pending
lawsuits and other claims, some of which involved substantial sums. Considering
certain liabilities that have been set up for the lawsuits and claims, and the
difficulty in determining the ultimate liability in some of these matters,
internal counsel is of the opinion that the amounts, if any, that ultimately
might be due in connection with such lawsuits and claims would not have a
material adverse effect upon the Company's consolidated financial condition.
The Company is subject to loss contingencies pursuant to federal, state and
local environmental laws and regulations. These regulations, which are currently
changing, regulate the discharge of materials into the environment and may
require the Company to include existing and possible future obligations to
investigate the effects of the release or disposal of certain petroleum,
chemical and mineral substances at various sites; to remediate or restore these
sites; to compensate others for damage to property and natural resources and for
remediation and restoration costs. These possible obligations relate to sites
owned by the Company or others and associated with past or present operations,
including sites at which the Company has been identified as a Potentially
Responsible Party ("PRP") under the federal Superfund laws and comparable state
laws. The Company is currently participating in environmental investigations,
assessments and cleanups under these regulations at federal Superfund and
state-managed sites, as well as other cleanup sites, including operating and
closed refineries, chemical facilities, service stations and terminals. The
Company may in the future be involved in additional environmental
investigations, assessments and cleanups. The amount of such future costs will
depend on such factors as the unknown nature and contamination at many sites,
the unknown timing, extent and method of the remedial actions which may be
required and the determination of the Company's liability in proportion to other
responsible parties.
Environmental expenditures are expensed or capitalized depending on their
future economic benefit. Expenditures that relate to an existing condition
caused by past operations and that have no future economic benefit are expensed.
Liabilities for expenditures of a noncapital nature are recorded when
environmental assessment and/or remediation is probable, and the costs can be
reasonably estimated. The Company has accrued for environmental remediation
obligations of $20,856,000 at December 31, 1995. These liabilities have not been
reduced for probable recoveries from third parties. Substantially all amounts
accrued are expected to be paid out over the next five to six years. The level
of future expenditures for environmental remediation obligations is impossible
to determine with any degree of probability. In 1995, the Company expended
$86,535,375 for ongoing environmental administration and maintenance activities,
health and safety, remediation obligations, superfund taxes, capital
expenditures for environmental protection and compliance with federal, state and
local environmental laws and regulations. Total environmental cash expenditures
at the Company's operating locations are expected to increase over the next
several years as the Company complies with present and future regulatory
requirements. These costs will be incurred over an extended period of time.
Estimated capital expenditures for 1996 related to environmental matters are
$18,351,000.
10
13
The Company has been advised it may be a Potentially Responsible Party
(PRP) at 19 Federal Superfund sites and one state Superfund site. Due to the
number of PRPs involved at most sites, the number of possible remedial
solutions, the number of years of remedial activity required, and the
evolutionary nature of the technology involved, the Company is unable to assess
and quantify the extent of its responsibilities at the majority of the sites.
The Company and Cos-Mar Company, a joint venture for which the Company acts
as operator, have been named as Potentially Responsible Parties for a Superfund
site, the Brio site, in Harris County, Texas. The Company and Cos-Mar, along
with other Potentially Responsible Parties, have signed a consent decree with
the EPA, agreeing to treat or remove certain hazardous substances. FOCC's share
of the cleanup costs, both individually and as 50% owner of Cos-Mar, is
$395,000.
The EPA has listed the hazardous waste disposal area of a refinery located
in El Dorado, Kansas, as a Superfund site. As a former owner of the site, the
Company would be liable for 65% of the cleanup cost. The Company signed a
consent order with the State of Kansas and the present owner of the site which
recommends cleanup alternatives. The remediation program has begun and sludge
removal is complete.
In response to an Administrative Order from the Texas Natural Resources
Conservation Commission to 9 PRPs, the Company agreed to conduct an
investigation of a closed refinery located near Colorado City, Texas. The other
named PRPs have appealed the order. A comprehensive investigation of the site is
now underway. The Company also operates a hydrocarbon abatement system, which
captures contaminated groundwater before it reaches the Colorado River.
A hazardous waste operating permit issued to the Big Spring, Texas refinery
requires an investigation of the sources of soil and groundwater contamination
at the site. An environmental assessment of inactive waste management units is
ongoing, and widespread on site and off site groundwater contamination has been
confirmed. The Company has taken action to define the extent of contamination
and has initiated interim groundwater recovery. The design of a full-scale
groundwater collection and treatment system has been completed and the system is
currently being installed.
CAPITAL RESOURCES AND LIQUIDITY
The Company's cash liquidity requirements for working capital, capital
expenditures, acquisitions and debt reductions over the past three years were
financed primarily by a combination of funds generated from operations,
borrowings and dispositions of assets.
The Company had working capital of $144.5 million at December 31, 1995,
$115.7 million at December 31, 1994 and $164.9 million at December 31, 1993.
Cash flow from operations was $366.2 million in 1995, $275.4 million in
1994 and $378.3 million in 1993. The 1995 cash flow from operations increased
primarily because of stronger earnings and improved receivables and payables
management. The 1994 cash flow from operations decreased primarily because of an
increase in inventories and accounts receivable. The 1993 cash flow from
operations increased primarily because of substantial decreases in inventories,
and accounts receivable, including an $80 million sale of accounts receivable
during 1993.
The Company furthered its debt reduction plan and, as a result, total debt
at year-end 1995 was reduced to $554 million from a level of $1.24 billion
during the first quarter of 1993. Debt was reduced primarily with proceeds from
the sale of assets and funds from operations. The majority stockholder of the
Company has not been the principal lender in the past three fiscal years.
In 1993, the Company entered into long-term note agreements with certain
insurance companies that provided for unsecured borrowings aggregating $275
million under Series A, Series B, and Series C Senior Notes. Proceeds from these
notes were used to repay other debt.
11
14
The Company has an unsecured revolving credit facility with a group of
banks in the amount of $450 million since December 31, 1993. Under the facility,
the Company has available credit in an amount of $400 million through May 2000.
Fifty million dollars of borrowings were outstanding under this facility at
December 31, 1995.
The Company paid dividends of $2.30 per share in 1995, $1.80 per share in
1994 and $1.60 per share in 1993.
The Company believes that cash provided by operations, together with
borrowings available under the revolving credit facility with banks, will be
sufficient to fund the Company's working capital requirements, capital
expenditures, principal, interest and dividends.
Capital Expenditures
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
Exploration, Production and Natural Gas............ $ 55,606 $ 49,299 $ 30,665
Refining, Marketing, and Supply and
Transportation................................... 42,234 48,817 86,233
Chemicals.......................................... 113,911 33,579 7,226
Corporate and Other................................ 6,685 4,686 1,348
-------- -------- --------
Total.................................... $218,436 $136,381 $125,472
1995 capital expenditures were 60% above 1994. Projected capital
expenditures in 1996 are $209 million.
IMPACT OF INFLATION AND CHANGING PRICES
The business of the Company is not seasonal but is sensitive to crude oil
and natural gas pricing, margins between crude oil and refined products, and
chemical margins. Inflation impacts the Company by increasing costs of labor and
supplies, and increasing costs of acquiring and replacing property, plant and
equipment. The replacement cost of property, plant and equipment is generally
greater than the historical cost as a result of inflation.
Market conditions continue to be the primary factor in determining the
prices and costs of Company products.
MANAGEMENT RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The management of FINA, Inc. is responsible for the financial information
and representations contained in the Consolidated Financial Statements and other
sections of this Annual Report on Form 10-K. The Company believes that the
financial statements fairly reflect the substance of its transactions and
present its consolidated financial position and results of operations in
conformity with generally accepted accounting principles. In preparing the
Consolidated Financial Statements, the Company is required to include amounts
that are based on estimates and judgments which the Company believes are
reasonable under the circumstances.
The Company has developed and maintains a system of internal accounting
controls designed to provide reasonable assurance that assets are safeguarded
from loss or unauthorized use and that transactions are properly recorded. In
establishing and maintaining internal controls, management must exercise
judgment in determining that the cost of such controls does not exceed the
benefits to be derived.
The Board of Directors exercises its oversight role for the Consolidated
Financial Statements through its Audit Committee, which is composed solely of
directors who are not officers or employees of the Company. The Audit Committee
meets with Company management, internal auditors, and the independent auditors
to review the audit scope and any recommendations for improvements in the
Company's internal accounting controls. The independent auditors are engaged to
provide an objective, independent view of the fairness of reported operating
results and financial condition.
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15
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINA, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
PAGE
----
Independent Auditors' Report.......................................................... 14
Consolidated Balance Sheet -- December 31, 1995 and 1994.............................. 15
Consolidated Statement of Operations -- Three years ended December 31, 1995........... 16
Consolidated Statement of Stockholders' Equity -- Three years ended December 31,
1995................................................................................ 17
Consolidated Statement of Cash Flows -- Three years ended December 31, 1995........... 18
Notes to Consolidated Financial Statements............................................ 19
Schedule II -- Consolidated Valuation and Qualifying Accounts -- Three years ended
December 31, 1995................................................................... 36
All other schedules are omitted as the required information is inapplicable
or presented in the consolidated financial statements or related notes.
13
16
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
FINA, Inc.:
We have audited the consolidated financial statements of FINA, Inc. and
subsidiaries as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we also have audited the consolidated
financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of FINA, Inc.
and subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles. Also, in our opinion, the related consolidated financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
As discussed in note 6 to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" in
1995.
KPMG Peat Marwick LLP
Dallas, Texas
January 26, 1996
14
17
FINA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995 AND 1994
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
1995 1994
---------- ----------
Current assets:
Cash and cash equivalents......................................... $ 7,271 $ 3,533
Accounts and notes receivable, less allowance for doubtful
receivables of $6,711 in 1995 and $7,201 in 1994............... 336,246 365,614
Inventories....................................................... 301,496 286,538
Deferred Federal income taxes..................................... 30,455 21,381
Prepaid expenses and other current assets......................... 12,963 9,013
---------- ----------
Total current assets...................................... 688,431 686,079
---------- ----------
Investments in and advances to affiliates........................... 17,669 16,754
Net property, plant, and equipment, at cost, (successful efforts
method for oil and gas properties)................................ 1,662,887 1,691,062
Deferred charges and other assets, at cost less applicable
amortization...................................................... 118,731 99,967
---------- ----------
$2,487,718 $2,493,862
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term obligations............................................ $ 20,000 $ 57,000
Current installments of long term debt and lease obligations...... 35,474 61,014
Accounts payable.................................................. 368,008 352,123
Accrued liabilities............................................... 120,447 100,264
---------- ----------
Total current liabilities................................. 543,929 570,401
---------- ----------
Long term debt and lease obligations, excluding current
installments...................................................... 498,446 532,148
Deferred Federal income taxes....................................... 177,229 159,704
Other deferred credits and liabilities.............................. 90,057 86,802
Stockholders' equity:
Preferred stock of $1 par value. Authorized 4,000,000 shares; none
issued......................................................... -- --
Class A common stock of $.50 par value. Authorized 38,000,000
shares; issued 29,207,572 shares in 1995 and 29,189,404 shares
in 1994........................................................ 14,604 14,595
Class B common stock of $.50 par value. Authorized and issued
2,000,000 shares............................................... 1,000 1,000
Additional paid-in capital.......................................... 450,601 450,029
Retained earnings................................................... 711,852 679,183
---------- ----------
Total stockholders' equity................................ 1,178,057 1,144,807
---------- ----------
Commitments and contingencies
$2,487,718 $2,493,862
========== ==========
See accompanying notes to consolidated financial statements.
15
18
FINA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
THREE YEARS ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1995 1994 1993
--------- --------- ---------
Revenues:
Sales and other operating revenues................... $3,606,637 $3,421,112 $3,416,223
Interest and other income, net....................... (11,111) 15,987 103,605
---------- ---------- ----------
3,595,526 3,437,099 3,519,828
---------- ---------- ----------
Costs and expenses:
Cost of raw materials and products purchased......... 2,673,521 2,525,139 2,637,843
Direct operating expenses............................ 361,711 398,269 375,879
Selling, general and administrative expenses......... 86,247 78,054 88,749
Taxes, other than on income.......................... 43,533 44,562 52,101
Dry holes and abandonments........................... 12,638 8,156 15,844
Depreciation, depletion, amortization and lease
impairment (1995 includes $58,723 for adoption of
SFAS 121)......................................... 213,964 185,961 198,341
Interest............................................. 50,707 47,023 58,190
Less interest capitalized............................ (7,873) (2,422) (3,234)
---------- ---------- ----------
3,434,448 3,284,742 3,423,713
---------- ---------- ----------
Earnings before income taxes................. 161,078 152,357 96,115
---------- ---------- ----------
Income taxes:
Current:
Federal........................................... 39,401 23,351 28,807
State............................................. 8,801 2,750 1,600
Deferred -- Federal.................................. 8,451 24,215 (4,645)
---------- ---------- ----------
56,653 50,316 25,762
---------- ---------- ----------
Net earnings................................. $ 104,425 $ 102,041 $ 70,353
========== ========== ==========
Earnings per common share:............................. $ 3.35 $ 3.27 $ 2.26
========== ========== ==========
See accompanying notes to consolidated financial statements.
16
19
FINA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
COMMON STOCK
---------------- ADDITIONAL TOTAL
PREFERRED CLASS PAID-IN RETAINED STOCKHOLDERS'
STOCK CLASS A B CAPITAL EARNINGS EQUITY
--------- ------- ------ ---------- -------- -------------
Balance at December 31, 1992......... $ -- $14,572 $1,000 $ 448,576 $612,818 $1,076,966
Shares issued in connection with
employee benefit plans, 43,410
shares............................. -- 22 -- 1,376 -- 1,398
Net earnings......................... -- -- -- -- 70,353 70,353
Dividends paid, $1.60 per share...... -- -- -- -- (49,890) (49,890)
------ ------- ------ -------- -------- ----------
Balance at December 31, 1993......... -- 14,594 1,000 449,952 633,281 1,098,827
Shares issued in connection with
employee benefit plans, 2,400
shares............................. -- 1 -- 77 -- 78
Net earnings......................... -- -- -- -- 102,041 102,041
Dividends paid, $1.80 per share...... -- -- -- -- (56,139) (56,139)
------ ------- ------ -------- -------- ----------
Balance at December 31, 1994......... -- 14,595 1,000 450,029 679,183 1,144,807
Shares issued in connection with
employee benefit plans, 18,168
shares............................. -- 9 -- 632 -- 641
Expenses from stock split............ -- -- -- (60) -- (60)
Net earnings......................... -- -- -- -- 104,425 104,425
Dividends paid, $2.30 per share...... -- -- -- -- (71,756) (71,756)
------ ------- ------ -------- -------- ----------
Balance at December 31, 1995......... $ -- $14,604 $1,000 $ 450,601 $711,852 $1,178,057
====== ======= ====== ======== ======== ==========
See accompanying notes to consolidated financial statements.
17
20
FINA, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 1995
(IN THOUSANDS)
1995 1994 1993
--------- --------- -----------
Cash flows from operating activities:
Net earnings........................................... $ 104,425 $ 102,041 $ 70,353
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation, depletion, amortization, lease
impairment and abandonments....................... 214,952 190,044 210,055
Net equity in losses of affiliates.................. 4,713 6,269 5,504
Loss (gain) on sale of assets....................... 6,245 (18,768) (106,603)
Deferred income taxes............................... 8,451 24,215 (4,645)
Changes in assets and liabilities:
Accounts and notes receivable..................... 29,368 (72,345) 148,241
Inventories....................................... (14,958) (22,002) 102,982
Prepaid expenses and other current assets......... (3,950) 1,947 4,539
Accounts payable and accrued liabilities.......... 36,068 55,235 (43,408)
Other............................................. (19,140) 8,741 (8,728)
--------- --------- ---------
Net cash provided by operating activities...... 366,174 275,377 378,290
--------- --------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment............. (213,142) (133,928) (121,899)
Proceeds from sales of assets.......................... 23,751 68,170 165,288
Proceeds from sale of notes receivable................. -- -- 34,337
Investments in and advances to affiliates.............. (7,582) (3,430) (6,369)
Dividends received in excess of equity in earnings of
affiliates.......................................... 1,954 10,699 1,261
--------- --------- ---------
Net cash provided by (used in) investing
activities................................... (195,019) (58,489) 72,618
--------- --------- ---------
Cash flows from financing activities:
Additions to long term debt and lease obligations...... 127,451 52,040 1,018,781
Payments of long term debt and lease obligations....... (186,693) (236,610) (1,352,750)
Net change in short term obligations................... (37,000) 24,000 (70,000)
Issuance of common stock............................... 581 78 1,398
Dividends paid......................................... (71,756) (56,139) (49,890)
--------- --------- ---------
Net cash used in financing activities.......... (167,417) (216,631) (452,461)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents..... 3,738 257 (1,553)
Cash and cash equivalents at beginning of year........... 3,533 3,276 4,829
--------- --------- ---------
Cash and cash equivalents at end of year................. $ 7,271 $ 3,533 $ 3,276
========= ========= =========
See accompanying notes to consolidated financial statements.
18
21
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) GENERAL
FINA, Inc. and subsidiaries (the Company) is a fully integrated energy
company. The Company's principal lines of business are crude oil and natural gas
exploration and production and natural gas marketing ("Upstream"); petroleum
products refining, supply and transportation and marketing ("Downstream"); and
chemicals manufacturing and marketing ("Chemicals"). The principal markets for
refined products are domestic wholesale and retail markets while natural gas is
sold primarily to domestic marketers and local distribution companies.
Petrochemical and plastic products are primarily sold to domestic manufacturers
of fiber, film, packaging and consumable products. Raw materials are readily
available and the Company is not dependant upon a single supplier or a few
suppliers.
Class A and Class B common stock are identical in all respects except on
any vote for the election of directors. The holders of record of the Class B
Common Stock are entitled to elect the smallest number comprising more than half
of the directors to be elected and the remaining directors are elected by the
holders of record of the Class A Common Stock voting separately as a class.
Petrofina Delaware, Incorporated (PDI) owns 100% of the Class B common stock and
approximately 85% of the Class A common stock. PetroFina S.A. (Petrofina), a
Belgian publicly-held corporation, owns 100% of American Petrofina Holding
Company which owns 75% of the stock of PDI. The remaining 25% of PDI's stock is
owned by Petrofina.
(B) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and all of its significant subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
(C) STATEMENTS OF CASH FLOWS
For purposes of reporting cash flows, all certificates of deposit and short
term highly liquid debt instruments, such as U.S. Treasury bills and notes, with
original maturities of three months or less are considered cash equivalents.
The indirect method is used to present cash flows from operating
activities. Additional cash flow information follows:
1995 1994 1993
------- ------- -------
(IN THOUSANDS)
Interest paid, net of amounts capitalized............... $45,249 $44,807 $52,101
======= ======= =======
Income taxes paid, net of refunds received.............. $38,132 $33,001 $14,344
======= ======= =======
Capital lease obligations of $27,548,000 in 1994 and $26,501,000 in 1993
were converted into debt as a result of termination of time charters relating to
tankers.
(D) INVESTMENTS IN AFFILIATES
Investments in affiliates in which the Company owns between 20% and 50% of
the voting stock are carried at amortized cost adjusted for changes in equity
since acquisition.
(E) INVENTORIES
Crude oil and refined products and chemicals are priced at the lower of
cost (last-in, first-out) (LIFO) or market on an aggregate basis. Materials and
supplies are priced at average cost, not in excess of market; in the
19
22
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
case of material salvaged, an allowance is made for obsolescence and
depreciation. Because of price declines in crude oil and refined products in
1993, a valuation reserve of $47,048,000 was established to reduce the LIFO cost
of inventory to net realizable value. As prices increased in 1994 the valuation
reserve was eliminated. The excess of replacement cost of crude oil and refined
products and chemicals over LIFO cost was $7,356,000 at December 31, 1995 and
$8,262,000 at December 31, 1994.
Certain inventory quantities were reduced, resulting in liquidations of
LIFO inventory which decreased pretax earnings by approximately $4,400,000 in
1995 and $5,600,000 in 1994.
A summary of inventories follows:
DECEMBER 31
--------------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
Crude oil and refined products and chemicals......... $267,907 $250,808 $225,286
Materials and supplies............................... 33,589 35,730 39,250
-------- -------- --------
$301,496 $286,538 $264,536
======== ======== ========
(F) PROPERTY, PLANT AND EQUIPMENT
Oil and gas properties are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 19. Costs to acquire mineral
interests in oil and gas properties, to drill exploratory wells that find proved
reserves and to drill and equip development wells are capitalized. Geological
and geophysical costs and costs to drill exploratory wells that do not find
proved reserves are expensed.
Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value and, if necessary, a loss is
recognized by providing an impairment allowance. The remaining unproved oil and
gas properties are aggregated and an overall impairment allowance is provided
based on prior experience. Capitalized costs of proved oil and gas properties
are depreciated and depleted by the unit-of-production method based on proved
oil and gas reserves estimated by Company engineers.
Substantially all other property, plant and equipment is depreciated by the
straight-line method at rates based on the estimated useful lives of the classes
of property.
Interest is capitalized as a component of the cost of construction and
development projects in progress.
Repairs and maintenance are charged to earnings as incurred. Renewals and
betterments are capitalized. When assets are sold, retired or otherwise disposed
of, the applicable costs and reserves are removed from the accounts and the
resulting gain or loss is recognized.
(G) RESEARCH AND DEVELOPMENT
Research and development costs, which are expensed as incurred, amounted to
$13,208,000 in 1995, $12,932,000 in 1994 and $12,233,000 in 1993.
(H) INCOME TAXES
Income taxes are accounted for pursuant to SFAS 109 "Accounting for Income
Taxes." The Company files a consolidated Federal income tax return with PDI and
its affiliates. Under the terms of the tax sharing agreement with PDI, the
Company is allocated Federal income taxes on a separate return basis.
20
23
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(I) EARNINGS PER COMMON SHARE
Earnings per common share is based on the weighted average number of
outstanding shares. Shares issuable upon the exercise of stock options are
excluded from the computation since their effect is insignificant. The Company
declared a two-for-one stock split with a May 2, 1995 record date and reduced
the par value of both Class A and Class B stock from $1 to 50 cents per share.
Share and per share amounts in the accompanying financial statements and notes
thereto have been adjusted retroactively to reflect the stock split.
(J) FINANCIAL INSTRUMENTS
The Company utilizes derivative financial instruments to manage market
risks and reduce its exposure resulting from fluctuations in interest rates and
the prices of crude oil, refined products and natural gas. Derivative
instruments used include swap agreements, futures and options contracts and
forward purchase commitments. Gains and losses related to qualifying hedges are
deferred and included in the measurement of the related transaction, when the
hedged transaction occurs. Realized and unrealized changes in the fair value of
the remaining derivative financial instruments and forward commitments are
recognized in income in the period in which the change occurs. The Company's
practice is to not hold or issue financial instruments for trading purposes.
Instruments are either exchange-traded or with counterparties of high
credit quality; therefore, the risk of nonperformance by the counterparties is
considered to be negligible. Additional information regarding financial
instruments is shown in Note 4.
(K) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(2) PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows:
DECEMBER 31
-------------------------
1995 1994
---------- ----------
(IN THOUSANDS)
Proved oil and gas properties............................... $ 905,554 $ 906,738
Unproved oil and gas properties............................. 232,085 254,998
Refining and marketing facilities........................... 1,342,609 1,332,412
Chemical facilities......................................... 449,034 343,577
Pipelines................................................... 75,126 82,976
Other....................................................... 47,124 40,624
---------- ----------
3,051,532 2,961,325
Less accumulated depreciation, depletion, amortization and
lease impairment.......................................... 1,388,645 1,270,263
---------- ----------
$1,662,887 $1,691,062
========== ==========
21
24
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Property, plant and equipment includes capitalized lease obligations and
related accumulated depreciation of $8,102,000 and $4,823,000 at December 31,
1995 and $4,653,000 and $3,866,000 at December 31, 1994.
(3) CURRENT AND LONG TERM DEBT
Short term obligations include $20,000,000 and $2,000,000 to various banks,
at December 31, 1995 and 1994, respectively, and bear interest at weighted
average rates of 5.85% and 6.15%, respectively. Short term obligations include
$55,000,000 due to PDI at December 31, 1994.
A summary of long term debt follows:
DECEMBER 31
---------------------
1995 1994
-------- --------
(IN THOUSANDS)
6.64% Series A Senior Notes, due May 1, 2000................... $117,000 $117,000
7.13% Series B Senior Notes, due May 1, 2002................... 125,000 125,000
7.57% Series C Senior Notes, due May 1, 2003................... 33,000 33,000
Notes under revolving credit agreement with PDI, due in 1997
(6.24% at December 31, 1995)................................. 150,000 100,000
Note to PDI.................................................... -- 75,000
Other.......................................................... 105,579 141,359
-------- --------
Total long term debt................................. 530,579 591,359
Less current installments of long term debt.................... 34,248 60,197
-------- --------
Long term debt, excluding current installments....... $496,331 $531,162
======== ========
The Company has a $400,000,000 revolving bank credit facility through May
2000 of which $50,000,000 was outstanding under the facility at December 31,
1995. The Company intends to use borrowings under this facility and a credit
facility with PDI to finance the repayment of $50,000,000 of short term
obligations due to various banks and has classified these borrowings as long
term debt at December 31, 1995. Borrowings under the credit facilities bear
interest at various market rate options.
The Senior Notes, a note payable to a bank, the bank revolving credit
facility and the PDI loan agreements contain provisions that limit mergers and
sales of assets, limit the incurrence of indebtedness and restrict payments to
stockholders. No material amounts of current and long term debt are
collateralized by Company assets.
Letters of credit are maintained with various banks, aggregating
$34,777,000 at December 31, 1995; principally for pollution control and worker's
compensation obligations.
The aggregate maturities of long term debt and capitalized lease
obligations for the five years ending December 31, 2000 are as follows:
1996 -- $35,474,000; 1997 -- $186,398,000; 1998 -- $62,529,000; 1999 --
$53,619,000; and 2000 -- $98,400,000.
(4) FINANCIAL INSTRUMENTS AND FAIR VALUES
The Company uses swap agreements, futures and options contracts and forward
purchase commitments to reduce its exposure to fluctuations in interest rates
and in the prices of crude oil, refined products and natural gas.
Interest rate swap agreements are used to help manage interest rate
exposure. Amounts to be paid or received under interest rate swap agreements are
accrued as interest rates change and are recognized over the
22
25
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
life of the swap agreements as an adjustment to interest expense. The related
amounts payable to, or receivable from, the counterparties are included in other
accrued liabilities. The fair value of the swap agreements was not recognized in
the consolidated financial statements since they are accounted for as hedges.
These swap agreements expire at various dates through 2003 and effectively
convert an aggregate principal amount of $105,000,000 of fixed rate, long term
debt into variable rate borrowings and $100,000,000 of variable rate borrowings
to fixed. The variable interest rates are based on 3 month and 6 month LIBOR
rates. At December 31, 1995 and 1994, the weighted average variable interest
rates under these agreements were 5.9% and 6.19%, respectively, and fixed rates
were 6.5% and 6.3%, respectively.
The estimated fair value of the swap agreements, based on current market
rates, approximated a net payable of $815,000 and $9,898,000 at December 31,
1995 and 1994, respectively. Exposure to credit loss could occur when the fair
value of the agreements is a net receivable. The outstanding borrowings due to
PDI and various banks bear interest at current market rates and thus, the
carrying amount of debt approximates estimated fair value. The estimated fair
value of the debt instruments that bear interest at fixed rates was $331,000,000
($320,000,000 carrying value) at December 31, 1995, and $348,000,000
($379,000,000 carrying value) at December 31, 1994.
The Company hedges crude oil, refined products and natural gas future
purchases and sales commitments. The Company also uses derivative financial
instruments to reduce financial exposure from price changes related to
anticipated crude oil purchases and refined product and natural gas sales. At
December 31, 1995 and 1994, the Company had futures contracts to sell crude oil
and refined products in the amount of $13,661,000 and $26,930,000, respectively,
and forward contracts to purchase crude oil and refined products of $46,323,000
and $60,536,000, respectively. The estimated fair value and carrying value of
these outstanding contracts were a net receivable of $62,000 and $683,000 at
December 31, 1995 and 1994, respectively. The estimated fair values of the
futures and forward contracts are based on quoted market prices. The Company
recognizes realized and unrealized gains and losses on these contracts in income
in the period in which the change occurs. These contracts generally have
maturities of one year or less. Crude and refined product forward and purchase
contracts are used to facilitate the supply of crude to the Company's refineries
and sales of refined products while attempting to minimize price risk.
Derivative financial instruments related to natural gas activities were not
significant at December 31, 1995 and 1994. Market value is not readily
determinable for certain investments in equity securities and long term
receivables with a carrying value of $36,572,000 and $32,131,000 at December 31,
1995 and 1994, respectively. The reported amounts of cash equivalents, short
term receivables and payables and short term debt approximate fair value due to
their short maturities.
(5) INCOME TAXES
Actual income tax expense differs from the "normal" income tax expense at
U.S. statutory rates as follows:
1995 1994 1993
------- ------- -------
(IN THOUSANDS)
Computed income tax expense (at U.S. statutory rates)... $56,377 $53,325 $33,641
State income taxes, net of Federal benefit.............. 5,721 1,788 1,040
Tax-free benefits and dividends on Company owned life
insurance............................................. (2,358) (3,141) (3,352)
Section 29 credit....................................... (2,280) (2,088) (7,393)
Change in temporary differences due to 1994 tax rate
change................................................ -- -- 4,565
Miscellaneous items..................................... (807) 432 (2,739)
------- ------- -------
$56,653 $50,316 $25,762
======= ======= =======
23
26
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The tax effects of the primary temporary differences giving rise to the
deferred Federal income tax assets and liabilities as determined under SFAS 109
are as follows:
DECEMBER 31
---------------------
1995 1994
-------- --------
(IN THOUSANDS)
Deferred income tax assets:
Employee benefits............................................ $ 2,955 $ 5,875
Basis in inventories......................................... 5,845 7,519
Provision for losses......................................... 4,910 9,783
Alternative minimum tax credit carryforwards................. 43,816 59,943
Miscellaneous items.......................................... 9,993 6,771
-------- --------
Total deferred income tax assets..................... 67,519 89,891
-------- --------
Deferred income tax liabilities:
Property, plant and equipment, principally due to differences
in depreciation, depletion, amortization, lease impairment
and abandonments.......................................... 179,663 200,698
Investments in affiliates, principally due to differences in
joint venture depreciation................................ 34,372 26,401
Miscellaneous items.......................................... 258 1,115
-------- --------
Total deferred income tax liabilities................ 214,293 228,214
-------- --------
Net deferred Federal income tax liability............ $146,774 $138,323
======== ========
At December 31, 1995, alternative minimum tax credit carryforwards of
approximately $43,816,000 are available to reduce future Federal regular income
taxes payable over an indefinite period.
(6) IMPAIRMENT OF LONG-LIVED ASSETS
During the fourth quarter of 1995, the Company adopted SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" which resulted in a before-tax addition of $58,723,000 to
depreciation, depletion and amortization expense. After tax, the additional
charge was $38,173,000 or $1.22 per share.
Under SFAS 121, the Company now evaluates impairment of exploration and
production assets on a field-by-field basis rather than using a one country cost
center for its proved properties. On this basis, certain fields are impaired
because they are not expected to recover their entire carrying value from future
cash flows. In addition to the change in grouping of proved properties, the
value of certain marketing assets in the Company's Downstream business were also
determined to be impaired under SFAS 121. As a result, the Company recognized a
non-cash pre-tax charge of $52,523,000 related to its Upstream exploration and
production assets and $6,200,000 related to its Downstream marketing assets. The
fair values of the impaired assets were determined by using the present value of
expected future cash flows for the oil and gas properties and sales prices for
similar assets for certain marketing assets. If estimated future cash flows are
not achieved with respect to certain fields, further writedowns may be required.
24
27
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(7) EMPLOYEE STOCK OPTIONS
Options to purchase shares of Class A common stock have been granted to
officers and employees under a stock option plan adopted in 1979. The stock
option plan expired in 1989, and no further grants will be made under that plan.
A summary of transactions follows:
OPTION PRICE
NUMBER OF ----------------------
SHARES PER SHARE TOTAL
--------- --------- ---------
Outstanding and exercisable at December 31, 1994.... 60,968 $ 35.25 $2,149,122
======
Terminated and reverted to plan..................... (1,800) $ 35.25 (63,450)
======
Exercised........................................... (18,168) $ 35.25 (640,422)
======
------- ----------
Outstanding and exercisable at December 31, 1995.... 41,000 $ 35.25 $1,445,250
======= ====== ==========
The option price for options granted is the market value at date of grant.
Each option granted expires ten years from date of grant. No amounts are
recorded until options are exercised, at which time proceeds in excess of the
par value of the shares are credited to additional paid-in capital.
(8) INVESTMENTS IN JOINT VENTURE
The Company and GE Plastics, a wholly-owned subsidiary of General Electric
Company (GE), are joint venturers in Cos-Mar Company, a chemical operation. The
Company's interest is 50% and is accounted for by the equity method. The
venturers reimburse the joint venture for the costs of operating the facility
and raw material and finished product inventories are the property of the
venturers. Direct operating expenses include charges from the joint venture of
$19,346,000 in 1995, $16,011,000 in 1994 and $15,990,000 in 1993. Investments in
and advances to the joint venture were $11,229,000 and $8,829,000 at December
31, 1995 and 1994. The Company has guaranteed the joint venture's borrowings
from a bank, which aggregated $40,000,000 at December 31, 1995. GE has
guaranteed the joint venture's borrowings from a bank, which aggregated
$74,200,000 at December 31, 1995.
(9) EMPLOYEE AND POST RETIREMENT BENEFITS
The Company and its subsidiaries have two defined benefit pension plans
covering substantially all employees. The benefits are based on years of service
and the employee's final average monthly compensation. The Company's funding
policy is to contribute annually not less than the minimum required nor more
than the maximum amount that can be deducted for Federal income tax purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also for those expected to be earned in the future.
A restoration benefit plan provides supplemental pension benefits to
certain participants whose benefits are limited by the defined benefit pension
plans. The funding policy is to contribute annually amounts equal to benefit
payments made.
25
28
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A summary of the plans' funded status and the amounts recognized in the
consolidated balance sheet follows:
DECEMBER 31
-------------------------------------------------
1995 1994
----------------------- -----------------------
DEFINED DEFINED
BENEFITS RESTORATION BENEFITS RESTORATION
PLANS PLAN PLANS PLAN
--------- ----------- --------- -----------
(IN THOUSANDS)
Actuarial present value of benefit
obligations:
Vested benefit obligation................ $(118,639) $(3,726) $ (94,196) $(3,785)
========= ======= ========= =======
Accumulated benefit obligation, including
vested benefits....................... $(131,956) $(3,726) $(104,895) $(3,796)
========= ======= ========= =======
Projected benefit obligation............... $(156,909) $(4,692) $(127,077) $(4,615)
Plan assets at fair value, primarily listed
stocks and U.S. Government securities.... 217,961 -- 180,705 --
--------- ------- --------- -------
Plan assets in excess of (less than)
projected benefit obligation............. 61,052 (4,692) 53,628 (4,615)
Unrecognized net (gain) loss from past
experience different from that assumed
and effect of changes in assumptions..... (614) 528 1,982 426
Unrecognized prior service cost being
recognized over 15 years................. 1,918 620 2,114 657
Unrecognized net (asset) liability at date
of adoption being recognized over 15.3
years.................................... (5,737) 728 (7,075) 850
Adjustment required to recognize minimum
liability................................ -- (910) -- (1,114)
--------- ------- --------- -------
Prepaid (accrued) pension cost included in
the balance sheet........................ $ 56,619 $(3,726) $ 50,649 $(3,796)
========= ======= ========= =======
A summary of the components of pension expense (income) follows:
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
Service cost-benefits earned during the year....... $ 4,920 $ 5,848 $ 5,620
Interest cost on projected benefit obligation...... 11,218 10,495 10,509
Actual return on plan assets....................... (43,665) (2,063) (22,914)
Net asset gain (loss) deferred for later
recognition...................................... 23,167 (17,128) 5,235
Amortization of unrecognized prior service cost.... 234 234 188
Amortization of unrecognized actuarial losses...... -- 33 18
Amortization of unrecognized net asset............. (1,217) (1,217) (1,217)
Cost of termination benefits....................... -- 710 --
-------- -------- --------
Total pension expense (income)........... $ (5,343) $ (3,088) $ (2,561)
======== ======== ========
A summary of the actuarial assumptions used in calculating the plans'
present value of projected benefit obligation follows:
1995 1994 1993
------ ------ ------
Weighted average discount rate.......................... 7.50% 8.75% 7.50%
Rate of increase in future compensation levels.......... 4.00% 4.50% 4.50%
Expected long term rate of return on assets............. 11.00% 11.00% 11.00%
The effect on the projected benefit obligation of these changes was an
increase of approximately $19,871,000 in 1995 and a decrease of approximately
$24,100,000 in 1994.
26
29
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In addition to providing pension benefits, certain health care and life
insurance benefits are provided to active and certain retired employees who meet
eligibility requirements defined in plan documents. During 1995, substantially
all covered employees were eligible for those benefits after they reach normal
retirement age. The health care benefits in excess of certain limits and the
life insurance benefits are insured. The costs of providing these benefits for
active employees are expensed when the insurance premiums and claims are paid.
The cost of providing these benefits for active employees was $8,594,000 in
1995, $10,092,000 in 1994 and $11,219,000 in 1993.
A summary of the postretirement plan's funded status and the amounts
recognized in the consolidated balance sheet follows:
DECEMBER 31
-------------------
1995 1994
------- -------
(IN THOUSANDS)
Accumulated postretirement benefit obligation:
Retirees....................................................... $42,018 $43,118
Fully eligible active plan participants........................ 2,981 3,443
Other active plan participants................................. 19,140 14,120
------- -------
64,139 60,681
Unrecognized net loss............................................ (4,999) (3,789)
Unrecognized prior service cost.................................. 219 241
------- -------
Accrued postretirement benefit cost.............................. $59,359 $57,133
======= =======
A summary of the components of net periodic postretirement benefit cost
follows:
1995 1994 1993
------ ------ ------
(IN THOUSANDS)
Service cost............................................... $1,024 $1,226 $1,043
Interest cost.............................................. 5,111 4,878 4,653
Amortization of unrecognized prior service cost............ (22) (22) (22)
Amortization of net loss from earlier periods.............. -- 504 --
------ ------ ------
Net periodic postretirement benefit cost................... $6,113 $6,586 $5,674
====== ====== ======
For measurement purposes, a 7.68% and 7.14% weighted average annual rate of
increase in the per capita cost of covered benefits (i.e., health care cost
trend rate) for pre-65 and post-65 years of age, respectively, was assumed for
1996; the rate was assumed to decrease gradually to 6% for pre-65 and 5% for
post-65 years of age by the year 2002 and remain at that level thereafter. An
8.67% and 7.50% annual rate for pre-65 and post-65 years of age, respectively,
was assumed for 1995. The health care cost trend rate assumption has a
significant effect on the amounts reported. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would increase
the accumulated postretirement benefit obligation as of December 31, 1995 by
$2,835,000 and the aggregate of the service and interest cost components of net
periodic postretirement benefit cost for the year ended December 31, 1995 by
$297,000.
The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5%, 8.75% and 7.5% at December 31, 1995,
1994 and 1993, respectively. The effect on the accumulated benefit obligation of
these changes was an increase of $7,766,000 in 1995 and a decrease of
$11,665,000 in 1994.
Defined contribution retirement savings plans (Thrift Plans) are available
to substantially all employees. The Thrift Plans permit employees to elect
salary deferral contributions of up to 10% of their compensation on
27
30
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
a tax-deferred basis and requires the Company to match up to the first 6% of the
participants' compensation in the highest matched plan subject to salary caps.
The expense for the Company's contribution was $5,911,000 in 1995, $5,963,000 in
1994 and $6,007,000 in 1993.
(10) SALE OF ACCOUNTS AND NOTES RECEIVABLE
The Company sold certain accounts and notes receivable with recourse. At
both December 31, 1995 and 1994, $80,000,000 of accounts receivable were sold
and $27,742,000 and $32,100,000, respectively, of notes receivable were sold
under these agreements. The Company remains obligated to reimburse the
purchasers for any uncollectible amounts pursuant to the recourse provisions of
the agreements.
(11) LEASES
The Company occupies certain marketing and manufacturing facilities and
uses certain equipment under leases expiring at various dates over the next 20
years. Under terms of certain lease agreements, the Company has agreed not to
mortgage certain of its interests in oil and gas properties.
At December 31, 1995, minimum lease payments on capital and operating
leases were as follows:
CAPITAL OPERATING
LEASES (I) LEASES (II)
---------- -----------
(IN THOUSANDS)
1996............................................................ $1,420 $24,785
1997............................................................ 1,419 21,827
1998............................................................ 824 17,260
1999............................................................ -- 13,147
2000............................................................ -- 7,042
Later years to 2015............................................. -- 7,527
------
Total minimum lease payments.......................... 3,663
Imputed interest (6.92%)........................................ 322
------
Present value of minimum lease payments (iii)................... $3,341
======
- ---------------
(i) Substantially all leases provide that the Company shall pay taxes,
maintenance, insurance and certain other operating expenses applicable to
the leased properties.
(ii) Minimum payments have not been reduced by minimum sublease rentals of
approximately $2,426,000 which are due in the future under noncancellable
subleases.
(iii) Presented in the consolidated balance sheet as current installments and
noncurrent lease obligations of $1,226,000 and $2,115,000 at December 31,
1995 and $818,000 and $986,000 at December 31, 1994.
Total rental expense was $32,562,000 (net of $676,000 subleases) in 1995,
$26,962,000 (net of $1,191,000 subleases) in 1994 and $32,749,000 (net of
$1,345,000 subleases) in 1993. Contingent rentals were not significant.
(12) RELATED PARTY TRANSACTIONS
Sales and other operating revenues for 1993 include $37,300,000 of
reimbursements from business interruption and property damage insurance
resulting from a fire at the Big Spring refinery. The Company's insurance
provider on this claim is a wholly-owned subsidiary of Petrofina.
The Company has a 50% interest in joint ventures with PDI in Texas and with
Petrofina in Hong Kong which market chemicals in international trade. The
Company sold chemicals aggregating $3,652,000 in 1995, $1,401,000 in 1994 and
$985,000 in 1993 to the joint ventures.
28
31
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Accounts receivable include $3,485,000 and $10,719,000 at December 31, 1995
and 1994, respectively, from affiliates.
Accounts payable include $13,410,000 and $6,539,000 at December 31, 1995
and 1994, respectively, to affiliates.
During 1994 the Company assumed a $50,000,000 note from PDI that was paid
in 1995. Interest expense relating to borrowings from PDI (see note 3) was
$12,938,000 in 1995, $13,916,000 in 1994 and $28,565,000 in 1993. Accrued
liabilities include accrued interest of $607,000 and $791,000 at December 31,
1995 and 1994, respectively, which is payable to PDI for such borrowings.
Crude oil and natural gas aggregating $8,953,000 in 1995, $16,626,000 in
1994 and $21,145,000 in 1993 were purchased from PDI in the ordinary course of
business.
Refined products and chemicals aggregating $53,542,000 in 1995, $34,963,000
in 1994 and $50,992,000 in 1993 were purchased from Petrofina and its affiliates
other than PDI in the ordinary course of business.
(13) CONTINGENCIES
The Company was contingently liable at December 31, 1995, under pending
lawsuits and other claims, some of which involved substantial sums. Considering
certain liabilities that have been set up for the lawsuits and claims, and the
difficulty in determining the ultimate liability in some of these matters,
internal counsel is of the opinion that the amounts, if any, that ultimately
might be due in connection with such lawsuits and claims would not have a
material adverse effect upon the Company's consolidated financial condition.
The Company is subject to loss contingencies pursuant to federal, state and
local environmental laws and regulations. These regulations, which are currently
changing, regulate the discharge of materials into the environment and may
require the Company to include existing and possible future obligations to
investigate the effects of the release or disposal of certain petroleum,
chemical and mineral substances at various sites; to remediate or restore these
sites; to compensate others for damage to property and natural resources and for
remediation and restoration costs. These possible obligations relate to sites
owned by the Company or others and associated with past or present operations,
including sites at which the Company has been identified as a potentially
responsible party ("PRP") under the federal Superfund laws and comparable state
laws. The Company is currently participating in environmental investigations,
assessments and cleanups under these regulations at federal Superfund and
state-managed sites, as well as other cleanup sites, including operating and
closed refineries, chemical facilities, service stations and terminals. The
Company may in the future be involved in additional environmental
investigations, assessments and cleanups. The amount of such future costs will
depend on such factors as the unknown nature and contamination at many sites,
the unknown timing, extent and method of the remedial actions which may be
required and the determination of the Company's liability in proportion to other
responsible parties.
Environmental expenditures are expensed or capitalized depending on their
future economic benefit. Expenditures that relate to an existing condition
caused by past operations and that have no future economic benefit are expensed.
Liabilities for expenditures of a noncapital nature are recorded when
environmental assessment and/or remediation is probable, and the costs can be
reasonably estimated. The Company has accrued for environmental remediation
obligations of $20,856,000 at December 31, 1995. These liabilities have not been
reduced for probable recoveries from third parties. Substantially all amounts
accrued are expected to be paid out over the next five to six years. The level
of future expenditures for environmental remediation obligations is impossible
to determine with any degree of probability. In 1995, the Company spent
approximately $14,782,000 in capital expenditures for environmental protection
and for compliance with federal, state and local environmental laws and
regulations. In addition, the Company expensed $43,135,000 in 1995 for ongoing
environmental administration and maintenance activities at operating facilities.
The Company also paid $10,165,000 for superfund taxes in 1995. Total
environmental cash expenditures at the
29
32
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company's operating locations are expected to increase over the next several
years as the Company complies with present and future regulatory requirements.
These costs will be incurred over an extended period of time. Estimated capital
expenditures for 1996 related to environmental matters are $18,351,000.
(14) SEGMENT DATA
The Company is engaged in crude oil and natural gas exploration and
production and natural gas marketing ("Upstream"); petroleum products refining,
supply and transportation and marketing ("Downstream"); and chemicals
manufacturing and marketing ("Chemicals"). Segment data as of and for the three
years ended December 31, 1995 follows (in thousands):
CORPORATE
UPSTREAM DOWNSTREAM CHEMICALS AND OTHER CONSOLIDATED
-------- ---------- --------- --------- ------------
1995:
Sales:
Unaffiliated customers............. $352,932 $2,189,860 $1,059,731 $ 130 $ 3,602,653
======== ========== ========== ========
Affiliates......................... $ -- $ -- $ 3,984 $ -- 3,984
======== ========== ========== ========
Inter-segment...................... $ 44,095 $ 129,780 $ 7,423 $ -- --
======== ========== ========== ========
----------
$ 3,606,637
==========
Operating profit (loss)(1)............ $(60,653) $ (2,777) $ 295,905 $ (17,452) $ 215,023
Interest and other income............. (6,258) (1,940) (5,292) 2,379 (11,111)
Interest expense, net................. -- -- -- (42,834) (42,834)
-------- ---------- ---------- -------- ----------
Earnings (loss) before income
taxes....................... $(66,911) $ (4,717) $ 290,613 $ (57,907) $ 161,078
======== ========== ========== ======== ==========
Accounts and notes receivable, net.... $ 70,282 $ 194,051 $ 70,427 $ 1,486 $ 336,246
======== ========== ========== ======== ==========
Identifiable assets................... $576,966 $1,263,618 $ 531,737 $ 115,397 $ 2,487,718
======== ========== ========== ======== ==========
Depreciation, depletion, amortization
and lease impairment(1)............ $115,890 $ 75,554 $ 18,975 $ 3,545 $ 213,964
======== ========== ========== ======== ==========
Capital expenditures.................. $ 55,606 $ 42,234 $ 113,911 $ 6,685 $ 218,436
======== ========== ========== ======== ==========
1994:
Sales:
Unaffiliated customers............. $549,160 $1,981,444 $ 888,728 $ 178 $ 3,419,510
======== ========== ========== ========
Affiliates......................... $ -- $ -- $ 1,602 $ -- 1,602
======== ========== ========== ========
Inter-segment...................... $ 42,358 $ 154,965 $ 14,425 $ -- --
======== ========== ========== ========
----------
$ 3,421,112
==========
Operating profit (loss)............... $(15,713) $ 42,473 $ 171,164 $ (16,953) $ 180,971
Interest and other income............. 12,307 4,771 (6,765) 5,674 15,987
Interest expense, net................. -- -- -- (44,601) (44,601)
-------- ---------- ---------- -------- ----------
Earnings (loss) before income
taxes....................... $ (3,406) $ 47,244 $ 164,399 $ (55,880) $ 152,357
======== ========== ========== ======== ==========
Accounts and notes receivable, net.... $ 68,198 $ 208,055 $ 73,058 $ 16,303 $ 365,614
======== ========== ========== ======== ==========
Identifiable assets................... $656,977 $1,307,181 $ 420,901 $ 108,803 $ 2,493,862
======== ========== ========== ======== ==========
Depreciation, depletion, amortization
and lease impairment............... $ 82,425 $ 80,471 $ 18,872 $ 4,193 $ 185,961
======== ========== ========== ======== ==========
Capital expenditures.................. $ 49,299 $ 48,817 $ 33,579 $ 4,686 $ 136,381
======== ========== ========== ======== ==========
30
33
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1993:
Sales:
Unaffiliated customers............. $519,810 $2,101,448 $ 793,372 $ 156 $ 3,414,786
======== ========= ========= ========
Affiliates......................... $ -- $ -- $ 1,437 $ -- 1,437
======== ========= ========= ========
Inter-segment...................... $ 45,570 $ 167,160 $ 5,491 $ -- --
======== ========= ========= ========
------------
$ 3,416,223
=========
Operating profit (loss)............... $ 13,277 $ (8,329) $ 60,437 $ (17,919) $ 47,466
Interest and other income............. 107,872 (12) (6,713) 2,458 103,605
Interest expense, net................. -- -- -- (54,956) (54,956)
-------- ---------- --------- --------- ------------
Earnings (loss) before income
taxes....................... $121,149 $ (8,341) $ 53,724 $ (70,417) $ 96,115
======== ========= ========= ======== =========
Accounts and notes receivable, net.... $ 88,038 $ 155,054 $ 49,398 $ 779 $ 293,269
======== ========= ========= ======== =========
Identifiable assets................... $745,473 $1,260,463 $ 402,270 $ 103,147 $ 2,511,353
======== ========= ========= ======== =========
Depreciation, depletion, amortization
and lease impairment............... $ 94,704 $ 79,347 $ 19,562 $ 4,728 $ 198,341
======== ========= ========= ======== =========
Capital expenditures.................. $ 30,665 $ 86,233 $ 7,226 $ 1,348 $ 125,472
======== ========= ========= ======== =========
- ---------------
(1) During the fourth quarter of 1995, the Company adopted SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." As a result, the Company recognized a
before-tax addition of $58,723,000 to depreciation, depletion and
amortization expense, of which $52,723,000 was related to its Upstream
business and $6,200,000 was related to its Downstream business. After tax,
the additional charge was $38,173,000 or $1.22 per share.
Consolidated totals are after elimination of inter-segment amounts.
Operating profit (loss) is sales less operating expenses and is substantially
all derived from domestic operations. Identifiable assets are those assets that
are used in the operations in each business segment.
Most customers are located in the South and Midwest regions of the United
States. No single customer accounted for more than 5% of sales in 1995, 1994 or
1993, and no account receivable from any customer exceeded 5% of consolidated
stockholders' equity at December 31, 1995, 1994 or 1993.
31
34
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(15) QUARTERLY FINANCIAL DATA (UNAUDITED)
QUARTER QUARTER QUARTER QUARTER
ENDED ENDED ENDED ENDED
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1995:
Sales and other operating revenues... $863,188 $965,352 $916,287 $ 861,810
======== ======== ======== ========
Gross profit(1) $ 87,568 $112,129 $105,012 $ 9,199
======== ======== ======== ========
Net earnings (loss)(2)............... $ 33,490 $ 41,786 $ 44,973 $ (15,824)
======== ======== ======== ========
Earnings (loss) per common share..... $ 1.07 $ 1.34 $ 1.44 $ (.50)
======== ======== ======== ========
1994:
Sales and other operating revenues... $777,450 $838,081 $918,237 $ 887,344
======== ======== ======== ========
Gross profit(1)...................... $ 68,365 $ 49,908 $ 69,126 $ 79,782
======== ======== ======== ========
Net earnings......................... $ 25,017 $ 13,357 $ 27,973 $ 35,694
======== ======== ======== ========
Earnings per common share............ $ 1.60 $ 0.86 $ 1.79 $ 2.29
======== ======== ======== ========
- ---------------
(1) Gross profit is defined as sales and other operating revenues less cost of
raw materials and products purchased; direct operating expenses; taxes,
other than on income; and depreciation, depletion, amortization and lease
impairment.
(2) During the quarter ended December 31, 1995, the Company adopted SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" which resulted in a before-tax addition of
$58,723,000 to depreciation, depletion and amortization expense. After tax,
the additional charge was $38,173,000 or $1.22 per share.
32
35
FINA, INC. AND SUBSIDIARIES
SUPPLEMENTAL OIL AND GAS DATA -- (UNAUDITED)
The following tables set forth supplementary disclosures for oil and gas
producing activities in accordance with SFAS 69.
(A) CAPITALIZED COSTS
Capitalized costs relating to oil and gas producing activities and the
related amounts of accumulated depreciation, depletion, amortization and lease
impairment follow:
DECEMBER 31
----------------------------------
1995 1994 1993
--------- --------- ---------
(IN THOUSANDS)
Proved oil and gas properties.................... $ 905,554 $ 906,738 $1,012,024
Unproved oil and gas properties.................. 232,085 254,998 246,607
---------- ---------- ----------
1,137,639 1,161,736 1,258,631
Less accumulated depreciation, depletion,
amortization and lease impairment.............. 640,223 585,138 613,120
---------- ---------- ----------
Net capitalized costs............................ $ 497,416 $ 576,598 $ 645,511
========== ========== ==========
(B) COSTS INCURRED
A summary of costs incurred in oil and gas property acquisition,
exploration and development activities (both capitalized and charged to expense)
for the three years ended December 31, 1995 follows:
1995 1994 1993
------- ------- -------
(IN THOUSANDS)
Acquisition of unproved properties...................... $ 5,304 $ 2,784 $ 1,181
======= =======
Acquisition of proved properties........................ $ 1,091 $ 237 $ 482
======= =======
Exploration costs....................................... $46,463 $32,674 $21,476
======= =======
Development costs....................................... $29,992 $28,314 $23,869
======= =======
The above costs were incurred in the United States.
33
36
FINA, INC. AND SUBSIDIARIES
SUPPLEMENTAL OIL AND GAS DATA -- (UNAUDITED) -- (CONTINUED)
(C) RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES
The following table presents the results of operations for oil and gas
producing activities for the three years ended December 31, 1995.
1995 1994 1993
--------- -------- ---------
(IN THOUSANDS)
Revenues:
Sales............................................ $ 119,772 $139,532 $ 209,753
Transfers........................................ 17,710 17,205 17,751
-------- ------- -------
Total.................................... 137,482 156,737 227,504
Production costs................................... (51,922) (66,374) (83,237)
Exploration costs.................................. (26,662) (14,173) (15,632)
Depreciation, depletion, amortization, lease
impairment and abandonments...................... (116,592) (86,236) (106,140)
-------- ------- -------
(57,694) (10,046) 22,495
Income tax benefit (expense)....................... 22,473 5,604 (480)
-------- ------- -------
Results of operations from producing activities,
excluding interest costs......................... $ (35,221) $ (4,442) $ 22,015
======== ======= =======
(D) RESERVE QUANTITY INFORMATION
The following table presents the Company's estimate of its proved oil and
gas reserves, all of which are located in the United States. The Company
emphasizes that reserve estimates are inherently imprecise and that estimates of
new discoveries are more imprecise than those of producing oil and gas
properties. Accordingly, the estimates are expected to change as future
information becomes available. The estimates have been prepared by the Company's
internal petroleum reservoir engineers.
1995 1994 1993
----------------- ----------------- ------------------
OIL GAS OIL GAS OIL GAS
------ ------- ------ ------- ------ --------
Proved developed and undeveloped
reserves:
Beginning of year................... 31,699 348,204 36,090 439,066 42,479 655,649
Revisions of previous estimates..... 1,236 283 2,571 (40,376) (6,405) (23,294)
Purchases of minerals in place...... 48 55 57 6 419 1,705
Sales of minerals in place.......... (2,052) (11,729) (4,756) (28,780) (2,803) (156,418)
Extensions and discoveries.......... 7,390 29,528 2,293 31,152 8,305 29,348
Production.......................... (3,749) (52,119) (4,556) (52,864) (5,905) (67,924)
------ ------- ------ ------- ------ -------
End of year......................... 34,572 314,222 31,699 348,204 36,090 439,066
====== ======= ====== ======= ====== =======
Proved developed reserves:
Beginning of year................... 19,986 237,270 23,644 306,991 34,892 468,310
====== ======= ====== ======= ====== =======
End of year......................... 18,814 228,548 19,986 237,270 23,644 306,991
====== ======= ====== ======= ====== =======
Oil reserves, which include condensate and natural gas liquids, are stated
in thousands of barrels and gas reserves are stated in millions of cubic feet.
34
37
FINA, INC. AND SUBSIDIARIES
SUPPLEMENTAL OIL AND GAS DATA -- (UNAUDITED) -- (CONTINUED)
(E) STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS AND CHANGES THEREIN
RELATING TO
PROVED OIL AND GAS RESERVES
The following table, which presents a standardized measure of discounted
future net cash flows and changes therein relating to proved oil and gas
reserves, is presented pursuant to Statement of Financial Accounting Standards
No. 69. In computing this data, assumptions other than those required by the
Financial Accounting Standards Board could produce different results.
Accordingly, the data should not be construed as representative of the fair
market value of the Company's proved oil and gas reserves.
Future cash inflows were computed by applying year end prices of oil and
gas relating to proved reserves to the estimated year end quantities of those
reserves. Future price changes were considered only to the extent provided by
contractual arrangements in existence at year end. Future development and
production costs were computed by estimating the expenditures to be incurred in
developing and producing the proved oil and gas reserves at the end of the year,
based on year end costs. Future income tax expenses were computed by applying
the year end statutory tax rate adjusted for tax credits, with consideration of
future tax rates already legislated, to the future pretax net cash flows
relating to proved oil and gas reserves, less the tax basis of the properties
involved. The standardized measure of discounted future cash flows represents
the present value of estimated future net cash flows using a discount rate of
10% a year.
DECEMBER 31
-------------------------------------
1995 1994 1993
---------- --------- ----------
(IN THOUSANDS)
Future cash inflows.............................. $1,202,555 $ 977,811 $1,330,387
Future production and development costs.......... (476,786) (422,277) (484,783)
Future income tax expenses....................... (117,188) (45,859) (121,028)
---------- --------- ----------
Future net cash flows............................ 608,581 509,675 724,576
10% annual discount for estimated timing of
cash flows..................................... (244,862) (191,981) (277,041)
---------- --------- ----------
Standardized measure of discounted future net
cash flows..................................... $ 363,719 $ 317,694 $ 447,535
========== ========= ==========
Beginning of year................................ $ 317,694 $ 447,535 $ 668,331
Changes resulting from:
Sales and transfers of oil and gas produced,
net of production costs..................... (85,560) (90,363) (144,267)
Extensions and discoveries..................... 56,806 26,246 51,053
Purchases of minerals in place................. 353 350 3,555
Sales of minerals in place..................... (22,829) (48,157) (154,814)
Previously estimated development costs incurred
during the year............................. 43,600 25,625 26,337
Revisions of previous quantities............... 17,186 (4,880) (49,494)
Accretion of discount.......................... 34,626 52,227 82,980
Net change in income taxes..................... (41,459) 46,163 86,754
Net changes in prices and costs................ 43,302 (137,052) (122,900)
---------- --------- ----------
End of year...................................... $ 363,719 $ 317,694 $ 447,535
========== ========= ==========
35
38
SCHEDULE II
FINA, INC. AND SUBSIDIARIES
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1995
(IN THOUSANDS)
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
OF PERIOD EXPENSES DEDUCTIONS PERIOD
---------- ---------- ---------- ----------
Year ended December 31, 1993 --
Allowance for doubtful receivables............ $ 5,439 $ 5,549 $ 4,303(1) $ 6,685
======= ======= =======
Inventory valuation reserve................... $ -- $ 47,048 $ -- $ 47,048
======= ======= =======
Year ended December 31, 1994 --
Allowance for doubtful receivables............ $ 6,685 $ 3,652 $ 3,136(1) $ 7,201
======= ======= =======
Inventory valuation reserve................... $ 47,048 $ -- $ 47,048 $ --
======= ======= =======
Year ended December 31, 1995 --
Allowance for doubtful receivables............ $ 7,201 $ 2,790 $ 3,280(1) $ 6,711
======= ======= =======
- ---------------
(1) Bad debts written off, less recoveries.
36
39
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements by the
Registrant with its accountants on accounting or financial disclosures.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS OF REGISTRANT AND SERVED AS AN
CAPACITIES SERVED IN 1995 AGE OFFICER SINCE
- --------------------------------------------- --- -------------
Paul D. Meek, 65 6-06-68
Chairman of the Board
Ron W. Haddock, 55 6-19-86
President and Chief Executive Officer
Cullen M. Godfrey, 50 4-15-87
Senior Vice President, Secretary and
General Counsel
Michael J. Couch, 44 4-30-84
Senior Vice President
H. Patrick Jack, 43 8-23-89
Senior Vice President
Neil A. Smoak, 49 4-24-86
Senior Vice President
Yves Bercy, 50 7-01-93
Vice President, Chief Financial Officer
and Treasurer
Michel Daumerie, 43 4-20-95
Vice President
Richard C. Lindley, 54 4-20-95
Vice President
Jeff D. Morris, 44 4-20-95
Vice President
S. R. West, 56 5-02-83
Vice President
Kevin A. Rupp, 40 4-20-95
Controller
James D. Grier, 54 1-01-92
Controller (Retired 4/30/95)
Linda Middleton, 45 8-20-84
Assistant Secretary
There is incorporated by reference pages 4 through 7 of the Company's Proxy
Statement for the Annual Meeting of Security Holders to be held April 17, 1996.
ITEM 11 EXECUTIVE COMPENSATION
There is incorporated by reference pages 2 through 3 and 8 through 16 of
the Company's Proxy Statement for the Annual Meeting of Security Holders to be
held April 17, 1996.
37
40
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is incorporated by reference the first page and pages 2 through 5 of
the Proxy Statement for the Annual Meeting of Security Holders to be held April
17, 1996.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is incorporated by reference pages 4 through 5, 12 and 17 of the
Company's Proxy Statement for the Annual Meeting of Security Holders to be held
April 17, 1996.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following are incorporated by reference or filed as part of this
Annual Report:
1. and 2. Consolidated Financial Statements and Schedules:
Reference is made to page 14 of this Form 10-K for a list of all
consolidated financial statements and schedules filed as part of this
Form 10-K.
3. Exhibits:
(3a) -- The Articles of Incorporation of FINA, Inc.
(3b) -- The Bylaws of FINA, Inc.
(10a) -- Thrift and Employee Stock Ownership Plan for Employees of American
Petrofina, Incorporated
(10b) -- Credit Agreement of March 7, 1995 with NationsBank of Texas, N.A. as
Agent
(10c) -- American Petrofina, Incorporated Employee Non-Qualified Stock Option
Plan (1979)
(10d) -- Form 11-K Amdel Inc. Employee Investment Plan
(10e) -- Agreements between FINA, Inc. (formerly American Petrofina,
Incorporated) and Ron W. Haddock
(10f) -- Description of Fina incentive compensation program
(10g) -- Employee Stock Ownership Plan of American Petrofina, Incorporated
(10h) -- FINA Capital Accumulation Plan
(10i) -- Fina Restoration Plan
(19) -- FINA, Inc.'s Proxy Statement for Annual Meeting of Security Holders
to be held April 17, 1996
(21) -- Subsidiaries of the Registrant
(23) -- Independent Auditors' Consent
(27) -- Financial Data Schedule
38
41
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
FINA, INC.
(Registrant)
By: /s/ CULLEN M. GODFREY
---------------------------------
Cullen M. Godfrey
Senior Vice President, Secretary and
General Counsel
Date: March 8, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURES AND TITLES DATE
--------------------- ----
By: /s/ PAUL D. MEEK March 8, 1996
----------------------------------------
Paul D. Meek
Chairman of the Board
By: /s/ RON W. HADDOCK March 8, 1996
----------------------------------------
Ron W. Haddock
President and CEO, Director
By: /s/ FRANCOIS CORNELIS March 8, 1996
----------------------------------------
Francois Cornelis
Director
By: March , 1996
----------------------------------------
Axel de Broqueville
Director
By: March , 1996
----------------------------------------
Michel Marc Delcommune
Director
By: /s/ ERNESTO MARCOS March 8, 1996
----------------------------------------
Ernesto Marcos
Director
By: March , 1996
----------------------------------------
Jose G. Rebelo
Director
By: /s/ PATRICIA M. WALLINGTON March 8, 1996
----------------------------------------
Patricia M. Wallington
Director
By: /s/ YVES BERCY March 8, 1996
----------------------------------------
Yves Bercy
Vice President, Chief Financial Officer,
Treasurer and
Principal Accounting Officer
39
42
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- -----------------------------------------------------------------------------------
(3a) -- The Articles of Incorporation of FINA, Inc.
(3b) -- The Bylaws of FINA, Inc.
(10a) -- Thrift and Employee Stock Ownership Plan for Employees of American
Petrofina, Incorporated
(10b) -- Credit Agreement of March 7, 1995 with NationsBank of Texas, N.A. as
Agent
(10c) -- American Petrofina, Incorporated Employee Non-Qualified Stock Option
Plan (1979)
(10d) -- Form 11-K Amdel Inc. Employee Investment Plan
(10e) -- Agreements between FINA, Inc. (formerly American Petrofina,
Incorporated) and Ron W. Haddock
(10f) -- Description of Fina Incentive Compensation Program
(10g) -- Employee Stock Ownership Plan of American Petrofina, Incorporated
(10h) -- FINA Capital Accumulation Plan
(10i) -- Fina Restoration Plan
(19) -- FINA, Inc.'s Proxy Statement for Annual Meeting of Security Holders
to be held April 17, 1996
(21) -- Subsidiaries of the Registrant
(23) -- Independent Auditors' Consent
(27) -- Financial Data Schedule