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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Form 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 Commission file number 1-27
Texaco Inc .
(Exact name of registrant as specified in its charter)
Delaware 74-1383447
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2000 Westchester Avenue
White Plains, New York 10650
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 253-4000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------------
Common Stock, par value $3.125 New York Stock Exchange
Chicago Stock Exchange
The Stock Exchange, London
Antwerp and Brussels Exchanges
Swiss Stock Exchange
Rights to Purchase Series D Junior Participating Preferred Stock New York Stock Exchange
Cumulative Adjustable Rate Monthly Income Preferred Shares, Series B* New York Stock Exchange
6 7/8% Cumulative Guaranteed Monthly Income Preferred Shares, Series A* New York Stock Exchange
8 1/2% Notes, due February 15, 2003** New York Stock Exchange
8 5/8% Debentures, due June 30, 2010** New York Stock Exchange
9 3/4% Debentures, due March 15, 2020** New York Stock Exchange
- --------------
* Issued by Texaco Capital LLC and the payments of dividends and payments on liquidation or redemption are guaranteed by
Texaco Inc.
** Issued by Texaco Capital Inc. and unconditionally guaranteed by Texaco Inc.
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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
and (2) has been subject to such filing requirements for the past 90 days.
No disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is contained herein, and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
The aggregate market value of the voting common stock of Texaco Inc. held
by non-affiliates at the close of business on February 28, 2001 based on the New
York Stock Exchange composite sales price, was approximately $35,253,000,000.
As of February 28, 2001, there were 550,137,100 outstanding shares of
Texaco Inc. Common Stock.
----------
Documents incorporated by reference
(to the extent indicated herein)
Part of
Form 10-K
---------
Texaco Inc. Annual Report to Stockholders for the year 2000................................. I, II
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The Registrant is filing this Amendment No. 1 to Annual Report on Form
10-K for the fiscal year ended December 31, 2000, in order to correct a
typographical error for the date of the independent accountants opinion related
to the 2000 audited consolidated financial statements of Equilon Enterprises
LLC. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, the
Registrant is including the complete text of the 2000 audited consolidated
financial statements of Equilon Enterprises LLC, as so revised.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
2. Financial Statement Schedules
We have filed as part of this Amendment No. 1 to Annual Report on Form 10-K
the following set of financial statements, for which we use the equity method of
accounting:
o Equilon Enterprises LLC Consolidated Financial Statements
3. Exhibits
-- (24.2) Power of Attorney. Power of Attorney for Glenn F.
Tilton, Chairman of the Board and Chief Executive
Officer of Texaco Inc. authorizing, among other
things, the signing of Texaco Inc.'s Annual Report
on Form 10-K on his behalf, filed as Exhibit 24.2
to Texaco Inc.'s Annual Report on Form 10-K for
the year ended December 31, 2000, dated March 26,
2001, incorporated herein by reference, SEC File
No. 1-27.
-- (24.3-24.16) Power of Attorney. Powers of Attorney for certain
directors and officers of Texaco Inc. authorizing,
among other things, the signing of Texaco Inc.'s
Annual Report on Form 10-K on their behalf.
1
SIGNATURES
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, in the Town of
Harrison, State of New York, on the 18th day of May, 2001.
Texaco inc.
(Registrant)
Michael H. Rudy
By ........................................
(Michael H. Rudy)
Secretary
Attest:
Calli P. Checki
By .......................................
(Calli P. Checki)
Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to Annual Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the date
indicated.
Glenn F. Tilton .............Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Patrick J. Lynch ............Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
George J. Batavick ..........Comptroller
(Principal Accounting Officer)
Directors:
A. Charles Baillie Charles H. Price II
Mary K. Bush Charles R. Shoemate
Edmund M. Carpenter Robin B. Smith
Robert J. Eaton William C. Steere, Jr.
Michael C. Hawley Glenn F. Tilton
Franklyn G. Jenifer Thomas A. Vanderslice
Sam Nunn
Michael H. Rudy
By .......................................
(Michael H. Rudy)
Attorney-in-fact for the above-named
officers and directors
May 18, 2001
2
EQUILON
ENTERPRISES LLC
Shell & Texaco Working Together
YEAR 2000 FINANCIAL STATEMENTS
EQUILON ENTERPRISES LLC
CONSOLIDATED 2000 FINANCIAL STATEMENTS
INDEX
Page
----
Report of Management ....................................................................... 1
Report of Independent Accountants .......................................................... 2
Statement of Consolidated Income ........................................................... 3
Consolidated Balance Sheet ................................................................. 4
Statement of Consolidated Cash Flows ....................................................... 5
Statement of Owners' Equity ................................................................ 6
Notes to the Consolidated Financial Statements ............................................. 7-23
REPORT OF MANAGEMENT
EQUILON ENTERPRISES LLC
The management of Equilon Enterprises LLC ("Equilon") is responsible for
preparing the consolidated financial statements of Equilon in accordance with
generally accepted accounting principles. In doing so, management must make
estimates and judgments when the outcome of events and transactions is not
certain.
In preparing these financial statements from the accounting records, management
relies on an effective internal control system in meeting its responsibility.
The objective of this system of internal controls is to provide reasonable
assurance that assets are safeguarded and that the financial records are
accurately and objectively maintained. Equilon's internal auditors conduct
regular and extensive internal audits throughout the company. During these
audits they review and report on the effectiveness of the internal controls and
make recommendations for improvement.
The independent accounting firms of PricewaterhouseCoopers LLP and Arthur
Andersen LLP are engaged to provide an objective, independent audit of Equilon's
financial statements. Their accompanying report is based on an audit conducted
in accordance with generally accepted auditing standards, which includes a
review and evaluation of the effectiveness of the company's internal controls.
This review establishes a basis for their reliance thereon in determining the
nature, timing and scope of their audit.
The Audit Committee of the Board of Directors is comprised of two directors who
review and evaluate Equilon's accounting policies and reporting, internal
controls, internal audit program and other matters as deemed appropriate. The
Audit Committee also reviews the performance of PricewaterhouseCoopers LLP and
Arthur Andersen LLP and evaluates their independence and professional
competence, as well as the results and scope of their audit.
Rob J. Routs Ronald B. Blakely David C. Cable
President and Chief Executive Officer Chief Financial Officer Controller
1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Equilon Enterprises LLC:
We have audited the accompanying consolidated balance sheets of Equilon
Enterprises LLC ("Equilon") and its subsidiaries as of December 31, 2000 and
1999, and the related statements of consolidated income, owners' equity, and
cash flows for each of the years in the three year period ended December 31,
2000. These financial statements are the responsibility of Equilon's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Equilon Enterprises
LLC and its subsidiaries as of December 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the years in the three year
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
PricewaterhouseCoopers LLP Arthur Andersen LLP
Houston, Texas Houston, Texas
March 1, 2001 March 1, 2001
2
EQUILON ENTERPRISES LLC
STATEMENT OF CONSOLIDATED INCOME
For the years ended December 31,
------------------------------------------
2000 1999 1998
--------- --------- ---------
(Millions of dollars)
REVENUES
Sales and services $ 49,973 $ 29,174 $ 22,006
Equity in income of affiliates 166 154 109
Gain (loss) on asset sales (166) 12 118
Other revenue 37 58 13
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Total revenues 50,010 29,398 22,246
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COSTS AND EXPENSES
Purchases and other costs 45,579 24,714 17,540
Operating expenses 2,050 2,033 2,274
Selling, general and administrative expenses 1,563 1,308 1,251
Depreciation, amortization and impairment expenses 472 878 543
Interest expense 118 115 134
Minority interest - 3 2
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Total costs and expenses 49,782 29,051 21,744
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NET INCOME $ 228 $ 347 $ 502
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The accompanying Notes to the Consolidated Financial Statements are an integral
part of this statement.
3
EQUILON ENTERPRISES LLC
CONSOLIDATED BALANCE SHEET
As of December 31,
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2000 1999
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(Millions of dollars)
ASSETS
Current Assets
Cash and cash equivalents $ 68 $ 161
Accounts and notes receivable (less allowance for doubtful
accounts of $9 million in 2000 and $7 million in 1999) 2,262 2,456
Accounts receivable from affiliates 185 161
Inventories 610 620
Other current assets 9 28
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Total Current Assets 3,134 3,426
Investments and Advances 547 529
Property, Plant and Equipment, Net 5,892 6,312
Deferred Charges and Other Noncurrent Assets 391 367
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Total Assets $ 9,964 $ 10,634
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LIABILITIES AND OWNERS' EQUITY
Current Liabilities
Commercial paper and current portion
of long-term debt $ 2,149 $ 2,157
Accounts payable - trade 1,430 1,698
Accounts payable to affiliates 543 589
Accrued liabilities and other payables 465 409
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Total Current Liabilities 4,587 4,853
Long-term Debt 8 5
Long-term Payables to Affiliates 365 466
Long-term Liabilities, Deferred Credits and Minority Interest 524 264
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Total Liabilities 5,484 5,588
Owners' Equity 4,480 5,046
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Total Liabilities and Owners' Equity $ 9,964 $ 10,634
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The accompanying Notes to the Consolidated Financial Statements are an integral
part of this statement.
4
EQUILON ENTERPRISES LLC
STATEMENT OF CONSOLIDATED CASH FLOWS
For the years ended December 31,
------------------------------------------
2000 1999 1998
--------- --------- ---------
(Millions of dollars)
Operating activities:
Net Income $ 228 $ 347 $ 502
Reconciliation to net cash provided by operating activities
Depreciation, amortization and impairment expenses 472 878 543
Dividends from affiliates less than equity in income (1) (10) (41)
(Gain) loss on asset sales 166 (12) (118)
Changes in working capital
Accounts and notes receivable 194 (1,051) 247
Accounts receivable from affiliates (24) (4) (157)
Inventories (10) 23 26
Accounts payable - trade (268) 1,269 (800)
Accounts payable to affiliates (46) (6) 307
Accrued liabilities and other payables 32 (235) 246
Other, net 149 88 (29)
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Net cash provided by operating activities 892 1,287 726
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Investing activities:
Capital expenditures (579) (582) (651)
Proceeds from asset sales 464 371 409
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Net cash used in investing activities (115) (211) (242)
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Financing activities:
Net increase (decrease) in borrowings having original
terms in excess of three months 3 (155) (9)
Repayment of formation costs - - (1,613)
Net increase (decrease) in other short term borrowings (8) 2 1,846
Distributions paid to owners (865) (773) (698)
---------- ---------- ----------
Net cash used in financing activities (870) (926) (474)
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Cash and Cash Equivalents:
Increase (decrease) in cash during year (93) 150 10
Balance at beginning of year 161 11 1
---------- ---------- ----------
Balance at end of year $ 68 $ 161 $ 11
========== ========== ==========
- --------------------------------------------------------------------------------
The accompanying Notes to the Consolidated Financial Statements are an integral
part of this statement.
5
EQUILON ENTERPRISES LLC
STATEMENT OF OWNERS' EQUITY
2000 1999 1998
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(Millions of dollars)
Owners' Equity balance at January 1 $ 5,046 $ 5,966 $ 6,122
Net income 228 347 502
Distributions paid (865) (773) (698)
Contribution adjustments:
Employee benefit obligations from owners (Note 8) 59 (543) -
Other 12 49 40
---------- ---------- ----------
Owners' Equity balance at December 31 $ 4,480 $ 5,046 $ 5,966
========== ========== ==========
- --------------------------------------------------------------------------------
The accompanying Notes to the Consolidated Financial Statements are an integral
part of this statement.
6
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
Equilon Enterprises LLC ("Equilon") is a limited liability company formed by
Shell Oil Company ("Shell") and Texaco Inc. ("Texaco") effective January 1, 1998
under the Delaware Limited Liability Act, with equity interests of 56 percent
and 44 percent, respectively. The joint venture combined the major elements of
Shell and Texaco's Western and Midwestern U.S. refining and marketing businesses
and their nationwide trading, transportation and lubricants businesses. Despite
the ownership interests, Shell and Texaco jointly control Equilon, as many
significant governance decisions require unanimous approval.
A second joint venture company, Motiva Enterprises LLC ("Motiva"), was formed on
July 1, 1998, combining the major elements of the Eastern and Gulf Coast U.S.
refining and marketing businesses of Shell, Texaco and Saudi Refining, Inc.
("SRI"). Equiva Trading Company and Equiva Services LLC were also formed on July
1, 1998 and are owned equally by Equilon and Motiva. Equiva Trading Company, a
general partnership, functions as the trading unit for both Equilon and Motiva.
Equiva Services LLC provides common financial, administrative, technical, and
other operational support to Equilon and Motiva. Equiva Trading Company and
Equiva Services LLC bill their services at cost.
Equilon refines, distributes and markets petroleum products under both the Shell
and Texaco brands through wholesalers and its network of company owned and
contractor operated service stations. Products are manufactured at four
refineries located in Puget Sound, Washington; and in Bakersfield, Los Angeles,
and Martinez, California. As part of its strategic initiative to strengthen its
portfolio of assets, Equilon sold its refinery in El Dorado, Kansas in November
of 1999, and sold its Wood River, Illinois refinery in June of 2000.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statements
The accompanying financial statements are presented using Shell and Texaco's
historical basis of the assets and liabilities contributed to Equilon on January
1, 1998. The consolidated financial statements generally include the accounts of
Equilon and subsidiaries in which Equilon directly or indirectly owns more than
a 50 percent voting interest. Intercompany accounts and transactions are
eliminated. Investments in entities in which Equilon has a significant ownership
interest, generally 20 to 50 percent, and entities where Equilon has greater
than 50 percent ownership but, as a result of contractual agreement or
otherwise, does not exercise control, are accounted for using the equity method.
Other investments are carried at cost. Equilon's investments in Equiva Services
LLC and Equiva Trading Company are accounted for using the equity method.
Transactions by Equiva Trading Company that are made on behalf of Equilon are
recorded directly to Equilon's records.
7
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
These financial statements were prepared in conformity with generally accepted
accounting principles, which require management to make estimates and
assumptions. These assumptions affect the reported amounts of assets and
liabilities and the 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.
Significant estimates include the recoverability of assets, environmental
remediation, employee benefit liabilities, litigation, claims and assessments.
Amounts are recognized when it is probable that an asset has been impaired or a
liability has been incurred, and the cost can be reasonably estimated. Actual
results could differ from those estimates.
New Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 establishes new accounting rules
and disclosure requirements for most derivative instruments and hedge
transactions. In June 1999, the FASB issued SFAS 137 that deferred the effective
date of adoption of SFAS 133 for one year. This was followed in June 2000 by the
issuance of SFAS 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities", which amended SFAS 133.
SFAS 133, as amended by SFAS 137 and SFAS 138, requires Equilon to record all
derivative financial instruments in the Consolidated Balance Sheets at fair
value. For derivatives accounted for as hedges, fair value adjustments are
recorded to earnings or other comprehensive income, a component of owners'
equity, depending upon the type of hedge and the degree of hedge effectiveness.
For hedges classified as fair value hedges, adjustments are also recorded to the
carrying amount of the hedged item through earnings. For derivatives not
accounted for as hedges, fair value adjustments are recorded to earnings.
Equilon adopted these standards effective January 1, 2001. As such, Equilon's
results of operations and financial position will reflect the impact of the new
standard commencing January 1, 2001. The cumulative effect of adoption at that
date on net income and other comprehensive income, a component of owners'
equity, was not material.
Revenues
Revenues for refined products and crude oil sales are recognized at the point of
passage of title specified in the contract. Revenues on forward sales where cash
has been received are recorded to deferred income until title passes.
Cash Equivalents
Highly liquid investments with maturity when purchased of three months or less
are considered to be cash equivalents.
Inventories
Inventories are valued at the lower of cost or market. Hydrocarbon inventory
cost is determined on the last-in, first-out (LIFO) method. The cost of other
merchandise inventories is determined on the first-in, first-out (FIFO) method.
Weighted average cost is utilized for inventories of materials and supplies.
8
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Investments and Advances
The equity method of accounting is generally used for investments in certain
affiliates owned 50 percent or less, including corporate joint ventures, limited
liability companies and partnerships. Under this method, equity in pre-tax
income or losses of limited liability companies and partnerships, and the net
income or losses of corporate joint venture companies are reflected in revenues
as they are generated, rather than when realized through dividends or
distributions.
The cost method is generally used to account for affiliates in which Equilon's
ownership interest is less than 20 percent. Income from these investments is
recognized as dividends or distributions are declared.
Property, Plant and Equipment
Depreciation of property, plant and equipment is generally provided on composite
groups, using the straight-line method, with depreciation rates based upon the
estimated useful lives of the groups.
Under the composite depreciation method, the cost of partial retirements of a
group is charged to accumulated depreciation. However, when there is a
disposition of a complete group, or when the retirement is due to an
extraordinary loss, the cost and related depreciation are retired, and any gain
or loss is reflected in income.
Capitalized leases are amortized over the estimated useful life of the asset or
the lease term, as appropriate, using the straight-line method.
All maintenance and repairs, including major refinery maintenance, are charged
to expense as incurred. Renewals, betterment and major repairs that materially
extend the life of the properties are capitalized. Interest incurred during the
construction period of major additions is capitalized.
The evaluation of impairment for property, plant and equipment is based on
comparisons of carrying values against undiscounted future net pre-tax cash
flows. If impairment is identified, the asset's carrying amount is adjusted to
fair value. Assets to be disposed of are generally valued at the lower of net
book value or fair value less cost to sell.
Derivatives
Equilon utilizes futures, purchased options and swaps to manage the price risk
of crude oil and refined products. These transactions meet the requirements for
hedge accounting, including designation and correlation. Gains and losses on
closed positions are deferred until corresponding physical transactions occur.
At that time, any gain or loss is accounted for as part of the transactions
being hedged. Deferred gains and losses are included in current assets and
liabilities on the balance sheet. Equilon also uses written options to manage
price risk. Unrealized gains and losses on these transactions are recognized in
current earnings.
Equilon conducts petroleum-related trading activities. As of January 1, 1999,
Equilon adopted mark-to-market accounting in compliance with Emerging Issues
Task Force Issue 98-10, "Accounting for Energy Trading and Risk Management
Activities." Under mark-to-market accounting, gains and losses resulting from
changes in market prices on contracts entered into for trading purposes are
reflected in current earnings.
9
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Market Value of Financial Instruments
The estimated fair value of long-term debt is disclosed in Note 7 to the
financial statements. The carrying amount of long-term debt with variable rates
of interest approximates fair value at December 31, 2000 and 1999, as borrowing
terms equivalent to the stated rates were available in the marketplace. Fair
value for long-term debt with a fixed rate of interest is determined based on
discounted cash flows using estimated prevailing interest rates.
Other financial instruments are included in current assets and liabilities on
the balance sheet and approximate fair value because of the short maturity of
such instruments. These include cash, short-term investments, notes and accounts
receivable, accounts payable and short-term debt.
Contingencies
Certain conditions may exist as of the date financial statements are issued,
which may result in a loss to the company, but which will be resolved only when
one or more future events occur or fail to occur. Equilon's management and legal
counsel assess such contingent liabilities. The assessment of loss contingencies
necessarily involves an exercise of judgment and is a matter of opinion. In
assessing loss contingencies related to legal proceedings that are pending
against the company or unasserted claims that may result in such proceedings,
Equilon's legal counsel evaluates the perceived merits of any legal proceedings
or unasserted claims as well as the perceived merits of the amount of relief
sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material
liability has been incurred and the amount of the loss can be estimated, then
the estimated liability is accrued in the company's financial statements. If the
assessment indicates that a potentially material liability is not probable, but
is reasonably possible, or is probable but cannot be estimated, then the nature
of the contingent liability, together with an estimate of the range of possible
loss is disclosed if determinable and material. Loss contingencies considered
remote are generally not disclosed unless they involve guarantees, in which case
the nature of the guarantee is disclosed.
Environmental Expenditures
Equilon accrues for environmental remediation liabilities when it is probable
that such liabilities exist, based on past events or known conditions, and the
amount of such liability can be reasonably estimated. If Equilon can only
estimate a range of probable liabilities, the minimum future undiscounted
expenditure necessary to satisfy Equilon's future obligation is accrued.
Equilon determines the appropriate amount of each obligation by considering all
of the available data, including technical evaluations of the currently
available facts, interpretation of existing laws and regulations, prior
experience with similar sites and the estimated reliability of financial
projections.
Equilon adjusts the environmental liabilities, as required, based on the latest
experience with similar sites, changes in environmental laws and regulations or
their interpretation, development of new technology, or new information related
to the extent of Equilon's obligation. Other environmental expenditures,
principally maintenance or preventive in nature, are expensed or capitalized as
appropriate.
10
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reclassifications
Certain 1999 and 1998 amounts have been reclassified to conform to current year
presentation, including netting of certain trade payables and receivables where
a legal right of offset exists.
NOTE 3 - INVENTORIES
As of December 31,
-------------------------
2000 1999
---- ----
(Millions of dollars)
Crude oil $ 175 $ 211
Petroleum products 359 316
Other merchandise 24 21
Materials and supplies 52 72
--------- -------
Total $ 610 $ 620
========= =======
The excess of estimated market value over the book value of inventories carried
at cost on the LIFO basis of accounting was approximately $861 million at
December 31, 2000 and $771 million at December 31, 1999.
Partial liquidation of inventories valued on a LIFO basis increased net income
by $11 million in 2000 and $13 million in 1999.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, including capitalized lease assets, were as
follows:
As of December 31,
------------------------------------------------------
2000 1999
------------------------- ------------------------
Gross Net Gross Net
----- --- ----- ---
(Millions of dollars)
Refining $ 5,310 $ 2,654 $ 6,510 $ 3,148
Marketing 2,480 1,858 2,478 1,856
Transportation 2,489 1,322 2,280 1,203
Other 130 58 186 105
--------- ---------- -------- ---------
Total $ 10,409 $ 5,892 $ 11,454 $ 6,312
========= ========== ======== =========
Capital lease amounts included above $ 2 $ - $ 2 $ -
Accumulated depreciation and amortization totaled $4,517 million at December 31,
2000 and $5,142 million at December 31, 1999. Interest capitalized as part of
property, plant and equipment was $2 million in each year, 2000 and 1999.
11
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT (continued)
Long-Lived Assets
Under the provisions of SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," Equilon recorded a charge
of $397 million, during the second quarter 1999, for the impairment of the El
Dorado refinery and the Wood River refinery and lubricants plant. These
impairments, which were recognized in anticipation of the sale of these
refineries and for the write-off of abandoned lubricants base oil assets at Wood
River, were reflected as increased depreciation, amortization and impairment
expenses on the Statement of Consolidated Income.
On June 1, 2000, Equilon recognized a loss of $161 million to complete the sale
of the Wood River refinery. Included in this loss was a charge of $100 million
for tank upgrades and environmental compliance and remediation issues. The
carrying value of the Wood River refinery was $410 million at the date of sale.
The Wood River refinery had operating income of $18 million in 2000, and $10
million in 1998, and an operating loss of $20 million in 1999.
On November 17, 1999, Equilon recorded an additional charge of $11 million to
complete the sale of the El Dorado refinery. This included the recognition of a
liability for wastewater treatment. The carrying amount of the El Dorado
refinery at the time of sale was $170 million. Operating income for the El
Dorado refinery was $20 million in 1999 and $24 million in 1998.
During 1998, Equilon recognized the impairment of surplus assets resulting from
the consolidation and optimization of assets contributed by Shell and Texaco.
Impairments from this activity totaled over $77 million, including the write-off
of abandoned assets at the Odessa refinery, shut down in October 1998, and the
write-down to estimated realizable value of three lubricant blending plants
either closed in 1998 or sold in 1999. The impairments were primarily reflected
in increased depreciation, amortization and impairment expenses on the Statement
of Consolidated Income.
NOTE 5 - INVESTMENTS AND ADVANCES
Investments in affiliates, including corporate joint ventures and partnerships,
owned 50% or less are generally accounted for on the equity method. Equilon's
total investments and advances are summarized as follows:
As of December 31,
--------------------------
2000 1999
---- ----
(Millions of dollars)
Investments in affiliates accounted for on the equity method
Pipeline affiliates $ 395 $ 415
Other affiliates 98 82
--------- -------
Total equity method affiliates 493 497
Other investments and advances 54 32
--------- -------
Total investments and advances $ 547 $ 529
========= =======
12
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - INVESTMENTS AND ADVANCES (continued)
Undistributed earnings of equity companies included in Equilon's accumulated
earnings as of December 31, 2000 and 1999 were $52 million and $51 million,
respectively. Summarized financial information for these investments and
Equilon's equity share thereof is as follows in millions of dollars:
100% Equity Share
------------------------- ------------------------
2000 1999 2000 1999
---- ---- ---- ----
Current assets $ 719 $ 1,684 $ 252 $ 750
Noncurrent assets 3,502 3,601 1,053 1,097
Current liabilities (947) (1,585) (264) (629)
Noncurrent liabilities and deferred credits (2,401) (2,543) (558) (692)
--------- ---------- ---------- ---------
Net assets $ 873 $ 1,157 $ 483 $ 526
========= ========== ========== =========
100% Equity Share
----------------------------- ------------------------------
2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ----
Revenues $ 2,380 $ 2,002 $ 1,500 $ 817 $ 615 $ 430
Income before income taxes 638 664 519 186 176 123
Net income 505 494 362 166 154 109
Dividends Received 165 144 68
NOTE 6 - LEASE COMMITMENTS AND RENTAL EXPENSE
Equilon has leasing arrangements involving service stations and other
facilities. Renewal and purchase options are available on certain of these
leases in which Equilon is lessee.
Equilon has a one year lease agreement for a cogeneration plant at the El Dorado
refinery. This lease may be renewed each year until 2016 at Equilon's option.
The lease has been renewed with a minimum lease rental of $4 million for 2001.
Equilon has guaranteed a minimum recoverable residual value to the lessor of $72
million, if the lease is not renewed for the year 2002. In connection with the
sale of the El Dorado refinery in 1999, Equilon entered into a long-term
sublease arrangement with a subsidiary of Frontier Oil Corporation (Frontier)
for Frontier's use of the cogeneration facility at the refinery. While the
sublease payments from the sublessee fully cover Equilon's lease obligation,
Equilon remains primarily liable with regard to payment of its original
obligation. The original term of the sublease is 17 years, although it is
subject to early termination upon the occurrence of certain events specified in
the sublease. Upon expiration of the initial term of the sublease, Frontier has
the option of purchasing the cogeneration facility, from Equilon, at a price not
less than the fair market value of the facility at the time the option is
exercised.
13
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - LEASE COMMITMENTS AND RENTAL EXPENSE (continued)
Rental expense relative to operating leases, including contingent rentals, is
provided in the table below:
For the years ended December 31,
------------------------------------------
2000 1999 1998
---- ---- ----
(Millions of dollars)
Rental Expense:
Minimum lease rentals $ 96 $ 121 $ 178
Contingent rentals 15 3 7
--------- --------- ---------
Total 111 124 185
Less rental income on properties subleased to others 52 59 54
--------- --------- ---------
Net rental expense $ 59 $ 65 $ 131
========= ========= =========
As of December 31, 2000 Equilon had estimated minimum commitments for payment of
rentals under leases that, at inception, had a non-cancelable term of more than
one year, as follows:
Operating leases
(Millions of dollars)
2001 $ 104
2002 91
2003 89
2004 83
2005 75
After 2005 929
---------
Total 1,371
Less sublease rental income 119
Total lease commitments $ 1,252
=========
14
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - DEBT
Equilon has revolving credit facilities with commitments of $1,874 million, as
support for the company's commercial paper program, as well as for working
capital and other general purposes. Equilon pays a nominal quarterly facility
fee for the $1,874 million availability. No amounts were outstanding during 2000
and 1999.
Commercial Paper and Current Portion of Long-term Debt
As of December 31,
----------------------
2000 1999
---- ----
(Millions of dollars)
Commercial Paper $ 1,854 $ 1,850
Anacortes Pollution Control Bonds due 2019 34 34
Butler County Industrial Revenue Bonds due 2024 30 30
California Pollution Control Bonds due 2011 through 2024 172 185
Southwestern Illinois Industrial Revenue Bonds due 2021 through 2025 58 58
Current portion of long-term debt 1 -
--------- -------
Total $ 2,149 $ 2,157
========= =======
Average interest rate of short term debt 6.27% 5.12%
Long-term Debt
As of December 31,
----------------------
2000 1999
---- ----
(Millions of dollars)
Variable notes, currently 9.125% , due 2006 through 2009 $ 6 $ 5
7.000% note due 2013 2 -
6.000% note due 2020 1 -
--------- -------
Total 9 5
Less current portion of long-term debt 1 -
--------- -------
Total $ 8 $ 5
--------- -------
Fair market value of long-term debt $ 8 $ 5
========= =======
The Pollution Control Bonds outstanding at December 31, 2000 and 1999 shown
above consisted of four issues assumed from Shell and one from Texaco. The
Industrial Revenue Bonds outstanding at December 31, 2000 and 1999 consisted of
three issues from Shell and one from Texaco. Interest rates are currently reset
daily for these issues and the bonds may be converted from time to time to other
modes. Bondholders have the right to tender their bonds under certain
conditions, including on interest rate resets. Pursuant to the terms of the
underlying indentures, Shell and Texaco retain liability for debt service on the
issues assumed by Equilon in the event that Equilon fails to perform on its
obligations. All other Equilon borrowings are unsecured general obligations of
Equilon and not guaranteed by any other entity.
Interest paid during 2000, 1999 and 1998 was $133 million, $128 million and $95
million, respectively.
15
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - LONG-TERM PAYABLES TO AFFILIATES, OWNERS' EQUITY CONTRIBUTION
ADJUSTMENTS AND FORMATION PAYABLES
Long-term Payables
On April 1, 1999, Shell and Texaco employees designated as performing duties
supporting Equilon, were transferred to Equiva Services LLC. At that time
certain benefit liabilities were transferred to Equiva Services LLC from Shell
and Texaco through their interests in Equilon and Motiva. Such obligations
transferred from Shell and Texaco, applicable to Equilon, were recorded as
reductions to Equilon's investment in Equiva Services LLC. A related party
obligation of $520 million at December 31, 1999 represents Equilon's obligation
to Equiva Services LLC for all employee benefit liabilities. Of this amount,
$466 million was classified as long-term at December 31, 1999. On January 1,
2000, Equiva Services employees supporting Equilon and Equiva Trading Company
became employees of the respective companies they support. Employee related
benefit liabilities were transferred to Equilon and through Equilon to Equiva
Trading Company, at the same time. As a result of the transfer, Equilon's
related party obligation to Equiva Services LLC was reduced by $480 million. As
of December 31, 2000, Equilon has affiliate payables to Equiva Services LLC and
Equiva Trading Company totaling $56 million representing its obligation for
employee benefit liabilities of these entities. Of this amount $48 million was
classified as long term.
Additional information is disclosed in Note 11 - Employee Benefits.
Owners' Equity Contribution Adjustments
The foregoing contribution of liabilities that were transferred from Shell and
Texaco through Equilon to Equiva Services LLC for employee benefit liabilities
at April 1, 1999 reduced Equilon's owners' equity by $543 million and included
$357 million for pension related affiliate obligations, $147 million of
post-employment medical benefits and $39 million for vacation benefits. Other
contribution adjustments in 1999 related primarily to certain environmental
remediation obligations transferred to Equilon at formation, which were
reassumed by Shell in 1999, increased owners' equity by $49 million. The sale of
Wood River refinery in 2000 reduced pension related affiliate obligations to
Shell by $59 million and resulted in an increase in Shell's owners' equity in
Equilon by the same amount.
Formation Payables
In accordance with the joint venture agreements, Equilon owed Shell $1,001
million and Texaco $612 million at formation. These amounts were separate from
normal trade payables and reflect amounts to reimburse Shell and Texaco for
certain capital expenditures incurred prior to the formation of the venture and
certain other items specified in the formation documents. Equilon paid these
amounts to Shell and Texaco prior to December 31, 1998. Interest was accrued on
these amounts until paid.
In addition to the foregoing payable amounts, Texaco retained $240 million of
receivables related to the contributed business as part of these arrangements.
16
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - TRANSACTIONS WITH RELATED PARTIES
Equilon has entered into transactions with Shell, Texaco, Motiva, Equiva Trading
Company, and Equiva Services LLC, including the affiliates of these companies.
Such transactions are in the ordinary course of business and include the
purchase, sale and transportation of crude oil and petroleum products, and
numerous service agreements.
The aggregate amounts of such transactions were as follows:
For the years ended December 31,
-------------------------------------
2000 1999 1998
---- ---- ----
(Millions of dollars)
Sales and other operating revenue $ 5,950 $ 3,409 $ 1,368
Purchases and transportation costs 11,846 6,961 4,900
Service and technology expense 319 1,057 794
NOTE 10 - TAXES
Equilon, as a limited liability company, is not liable for income taxes. Income
taxes are the responsibility of the owners. Equilon's pre-tax earnings are
included in the owners' earnings for the determination of income tax liability.
Under the joint venture agreements with its owners, Equilon is required to make
cash distributions to its owners reflecting their share of estimated income
taxes for the year based on Equilon's estimated taxable income.
Direct taxes other than income taxes, which are included in operating expenses,
were as follows:
For the years ended December 31,
--------------------------------------
2000 1999 1998
---- ---- ----
(Millions of dollars)
Direct taxes
Property $ 82 $ 78 $ 41
Licenses and permits 10 7 5
Other 15 12 26
-------- --------- ---------
Total direct taxes $ 107 $ 97 $ 72
======== ========= =========
Other taxes collected from consumers for governmental agencies that are not
included in revenues or expenses were $3,499 million for 2000, $3,405 million
for 1999 and $3,646 million for 1998.
17
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - EMPLOYEE BENEFITS
In accordance with certain joint venture agreements related to human resources
matters, employees performing duties supporting Equilon remained employees of
the owner companies and their affiliates until April 1, 1999. Beginning April 1,
1999 Equilon's affiliate, Equiva Services LLC, employed personnel necessary for
ongoing operations. Obligations and accrued liabilities for certain employee
benefits, including pension and other post-employment benefits, were transferred
to Equiva Services LLC at that time. On January 1, 2000, employees directly
supporting Equilon became employees of Equilon. Employees providing common crude
and product logistical and trading support for both Equilon and Motiva became
employees of Equiva Trading Company. Employees providing common financial,
administrative, technical and other operational support to both Equilon and
Motiva remain employees of Equiva Services LLC. Employee related obligations,
including liabilities for pension and other post-employment benefits for
employees transferred to Equilon, were recorded as Equilon liabilities on
January 1, 2000 with a corresponding reduction in the affiliate payable to
Equiva Services LLC. Employee related liabilities for employees transferred from
Equiva Services LLC to Equiva Trading Company were transferred to Equiva Trading
Company through Equilon and Motiva. Equilon's share of these liabilities was
recorded as a long-term affiliate payable to Equiva Trading Company.
Pension Related Affiliate Obligations
Concurrently with their transfer from the owner companies, employees retained
certain pension benefits for future pay increases under the owner company
pension plans. Under agreements with Shell and Texaco, the owner companies will
be reimbursed for past service pension benefits attributable to these future pay
benefits at April 1, 1999, as well as ongoing increases in the related projected
benefit obligation under the owner companies' qualified pension plans. These
reimbursements will be made at the time these employees receive benefits from
owner company plans. The following summarizes the reimbursement owed to the
owner companies and components of accrual expense:
2000 1999 (a)
---- --------
(Millions of dollars)
Projected benefit obligation at January 1, 2000 and April 1, 1999 $ 276 $ 327
Interest cost 22 16
Actuarial gain (13) (55)
Acquisition (divestiture) (23) (12)
--------- -------
Projected benefit obligation at December 31 262 276
Unrecognized net gain 67 67
--------- -------
Accrued past services pension liability at December 31 $ 329 $ 343
== ========= =======
Weighted-average assumptions at December 31
Discount rate 7.5% 8.0%
Rate of compensation increase 4.0% 4.5%
Components of net accrual expense
Interest cost $ 22 $ 16
Recognized net actuarial gain (3) -
--------- -------
Net accrual expense $ 19 $ 16
========= =======
(a) Represents amounts applicable to Equiva Services employees working on
behalf of Equilon for the 9 month period from April 1, 1999 to December 31,
1999.
18
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - EMPLOYEE BENEFITS (continued)
Other Post-Employment Benefits
Equilon and Equiva Services LLC currently provide health care benefits for
retired employees and their dependents through a common plan. Eligibility for
such benefits requires that a retired employee be at least 50 years of age, with
at least 10 years of service and the sum of age and service of at least 70
years. Past service with the owner companies is credited for determining benefit
eligibility.
The company's obligation is a percentage of the total premiums required. This
percentage varies from 60% to 80% of total cost depending on the sum of the
employee's total years of age plus service at the time of retirement. The
assumed annual health care cost trend rate used in measuring the accumulated
post-employment benefit obligation (APBO) was 7.0% in 1999, and 9.0% in 2000,
decreasing to 5.0% by 2008 and remaining at that level thereafter. Assuming a 1%
increase in the annual rate of increase of required medical premiums, the APBO
and annual expense would increase by approximately $35 million and $2 million,
respectively.
In addition to medical benefits, Equilon and Equiva Services LLC are providing
retiree life insurance benefits to certain former owner employees from Texaco
and Star Enterprise (Star). These employees were to have reached age 50 by April
1, 1999, with 5 years of service at the time of transfer, and must retire at a
minimum age of 55 with at least 10 years of service in order to be eligible.
Net post-employment benefit costs for 2000 and for the period of April 1, 1999
to December 31, 1999 were as follows:
2000 1999 (b)
---- --------
(Millions of dollars)
Service cost $ 6 $ 5
Interest cost 9 7
Amortization of prior service cost (1) (1)
Recognized net actuarial gain (1) -
Curtailment gain (6) -
--------- -------
Accrued expense $ 7 $ 11
========= =======
(b) Represents amounts applicable to Equiva Services employees working on
behalf of Equilon for the 9 month period from April 1, 1999 to December 31,
1999.
19
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - EMPLOYEE BENEFITS (continued)
Other Post-Employment Benefits (continued)
The status of other post-employment plans as of December 31, 2000 and 1999, was
as follows:
2000 1999 (c)
---- --------
(Millions of dollars)
Benefit obligation at January 1, 2000 and April 1, 1999 $ 118 $ 131
Service cost 6 5
Interest cost 9 7
Actuarial (gain)/loss 53 (19)
Acquisition/divestiture 6 (6)
Benefit paid (1) -
Curtailments (6) -
--------- -------
Benefit obligation at December 31 185 118
Unrecognized prior service cost 8 8
Unrecognized gain/(loss) (28) 24
--------- -------
Accrued post-employment benefit obligation at December 31 $ 165 $ 150
========= =======
(c) Represents amounts applicable to Equiva Services employees working on
behalf of Equilon for the 9 month period from April 1, 1999 to December 31,
1999.
Pension Plans
Effective April 1, 1999, Equiva Services LLC established a cash balance defined
benefit pension plan covering substantially all of its employees. Company
contributions under the plan are between 3% and 7% of compensation based on
years of service, age, and covered compensation. Individual employee accounts
are credited each month with employer contributions and interest on the account
balance at an interest rate adjusted quarterly. Currently the interest rate is
5.8% per annum. Assets of the plan are comprised of equity securities and fixed
income securities. Equilon and Equiva Services LLC's funding policy is to
contribute all pension costs accrued to the extent required by federal tax
regulations. The following table sets forth information related to changes in
the benefit obligations, change in plan assets, a reconciliation of the funded
status of the plans and components of the expense recognized related to
Equilon's pension plan.
20
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - EMPLOYEE BENEFITS (continued)
Pension Plans (continued)
2000 1999 (d)
---- --------
(Millions of dollars)
Change in benefit obligation
Projected benefit obligation at January 1, 2000 and April 1, 1999 $ 20 $ -
Service cost 29 23
Interest cost 3 -
Actuarial gain (1) (2)
Acquisition/divestiture/plan merger 9 (1)
Benefit paid (5) -
Curtailments (1) -
--------- --------
Projected benefit obligation at December 31 $ 54 $ 20
========= ========
Change in plan assets
Fair value of plan assets at January 1, 2000 and April 1, 1999 $ - $ -
Actual return on plan assets, net of expenses (1) (1)
Employer contributions 25 1
Benefit paid (5) -
Plan merger 15 -
--------- --------
Fair value of plan assets at December 31 $ 34 $ -
========= ========
Funded status at December 31
Obligation greater than assets $ 20 $ 20
Unrecognized net gain 2 2
--------- --------
Accrued pension liability at December 31 $ 22 $ 22
========= ========
Weighted-average assumptions at December 31
Discount rate 7.5% 8.0%
Expected return on plan assets 9.0% 9.0%
Rate of compensation increase 4.0% 4.5%
Components of net periodic benefit costs
Service cost $ 29 $ 23
Interest cost 3 -
Expected return on plan assets (2) -
Curtailment gain (1) -
--------- --------
Net periodic benefit costs $ 29 $ 23
========= ========
(d) Represents amounts applicable to Equiva Services employees working on
behalf of Equilon for the 9 month period from April 1, 1999 to December 31,
1999.
21
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - EMPLOYEE BENEFITS (continued)
Employee Termination Benefits
The joint venture agreements provide for Equilon and Motiva to determine the
appropriate staffing levels for their businesses. To the extent those staffing
needs resulted in the elimination of positions from the ranks of Shell, Texaco
and Star, affected employees were entitled to termination benefits provided for
under the benefit plans of the applicable companies. Shell, Texaco and Star, as
the employer companies, are responsible for administering the payment of
benefits under their respective benefit plans. Equilon and Motiva have
reimbursed the employer companies for substantially all costs resulting from the
elimination of positions in accordance with a formula included in the joint
venture agreements.
The formation of Equilon and Motiva resulted in the termination of 1,658
employees. The separations were substantially complete as of December 31, 1999.
In 1998, Equilon recorded a charge of $61 million for its share of reimbursable
severance and other benefit costs as selling, general and administrative
expenses in the Statement of Consolidated Income. An additional provision of $2
million was recorded to selling, general and administrative expenses in 1999.
Equilon reimbursed the employer companies $4 million in 2000, $52 million in
1999, and $7 million in 1998 for the termination benefits.
NOTE 12 - DERIVATIVES
On January 1, 2001, Equilon adopted Statement of Financial Accounting Standards
No. 133 (SFAS 133) Accounting for Derivative Instruments and Hedging Activities
as amended by SFAS 137 and SFAS 138. Equilon's results of operations and
financial position will reflect the impact of the new standard commencing
January 1, 2001. The cumulative effect of adoption at that date on net income
and other comprehensive income, a component of owners' equity, is not material.
At December 31, 2000, open derivative instruments held for hedging purposes
consisted mostly of futures. Notional contract amounts were $33 million and $31
million at year-end 2000 and 1999, respectively. These amounts principally
represent future values of contract volumes over the remaining duration of the
outstanding futures contracts at the respective dates. These contracts hedge a
small fraction of the company's business activities, generally for periods
within the next twelve months.
Equilon entered into a relatively small number of petroleum-related derivative
transactions for trading purposes. The results of derivative trading activities
are marked to market, with gains and losses recorded in operating revenue. All
derivative instruments are straightforward futures, swaps and options, with no
leverage or multiplier features. At December 31, 2000, the open derivative
instruments held for trading purposes consisted primarily of futures and
options. The notional contract amounts of derivative instruments were $903
million and $813 million at year-end 2000 and 1999, respectively.
22
EQUILON ENTERPRISES LLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - DERIVATIVES (continued)
The earnings impact of hedging and trading activities in 2000 and 1999 was a
charge to revenues of $20 million and $92 million, respectively, and was not
material in 1998. The unrealized gains and losses on open positions at December
31, 2000 and 1999 were losses of $36 million and $3 million, respectively.
The adoption, including the cumulative effect, of mark-to-market accounting in
compliance with Emerging Issues Task Force Issue 98-10 "Accounting for Energy
Trading and Risk Management Activities" has had no material impact on the
consolidated financial position or results of operation of Equilon.
NOTE 13 - CONTINGENT LIABILITIES
Equilon is subject to possible loss contingencies including actions or claims
based on environmental laws, federal regulations, and other matters. While it is
impossible to ascertain the ultimate legal and financial liability with respect
to many such contingent liabilities and commitments, Equilon has accrued amounts
(undiscounted) related to certain such liabilities where the outcome is deemed
both probable and reasonably measurable.
Equilon has been named as a defendant or a potentially responsible party in
several contamination matters and has certain obligations for remediation of
adverse environmental conditions related to certain of its operating assets
under existing laws and regulations.
On June 10, 1999, there was a rupture and resulting fire in the Olympic Pipe
Line Company pipeline at Bellingham, Washington, in which there were three
civilian fatalities. Equilon Pipeline Company LLC holds a 37.5 percent interest
in Olympic Pipe Line Company. Regulatory and governmental investigations are
ongoing and wrongful death lawsuits were filed.
On November 25, 1998, a fire occurred at the Equilon Puget Sound Refinery in
Anacortes, Washington, which resulted in six fatalities - four employees of a
contractor and two Texaco employees working on behalf of Equilon. Regulatory and
governmental investigations and the subsequent wrongful death lawsuits were
settled in May 1999 and January 2001, respectively. Settlement obligations were
previously accrued or covered by third party insurance.
Equilon has assumed crude and refined product throughput commitments previously
made by Shell and Texaco to ship through affiliated pipeline companies and an
offshore oil port, some of which relate to financing arrangements. As of
December 31, 2000 and 1999, the maximum exposure was estimated to be $248
million and $297 million, respectively. In addition, Equilon is contingently
liable for potential contractual obligations related to the sale of electricity
by a cogeneration facility in which it has a general partnership interest.
Equilon's maximum exposure under this arrangement was $159 million and $173
million as of December 31, 2000 and December 31, 1999, respectively. No advances
have resulted from these obligations.
In management's opinion, the aggregate amount of liability for contingent
liabilities, in excess of financial liabilities already accrued or anticipated
insurance recoveries, is not anticipated to be material in relation to the
consolidated financial position or results of operations of Equilon.
23
INDEX TO EXHIBITS
The exhibits designated by an asterisk are incorporated herein by
reference to documents previously filed by Texaco Inc. with the
Securities and Exchange Commission, SEC File No. 1-27.
Exhibits
(24.2) Power of Attorney. Power of Attorney for Glenn F. Tilton,
Chairman of the Board and Chief Executive Officer of
Texaco Inc., authorizing, among other things, the signing
of Texaco Inc.'s Annual Report on Form 10-K on his behalf,
filed as Exhibit 24.2 to Texaco Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2000, dated
March 26, 2001, incorporated herein by reference, SEC
File No. 1-27. *
(24.3-24.16) Power of Attorney. Powers of Attorney for certain
directors and officers of Texaco Inc. authorizing, among
other things, the signing of Texaco Inc.'s Annual Report
on Form 10-K on their behalf.
EXHIBIT 24.3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Senior Vice President
and Chief Financial Officer of TEXACO INC., a Delaware corporation (the
"Company"), hereby appoints MICHAEL H. RUDY and CALLI P. CHECKI, and either of
them (with full power to act without the other) as the undersigned's
attorneys-in-fact and agents, with full power and authority to act in any and
all capacities for and in the name, place and stead of the undersigned in
connection with the filing of: (i) any and all registration statements and all
amendments and post-effective amendments thereto (collectively, "Registration
Statements") under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission, and any all registrations, qualifications or
notifications under the applicable securities laws of any and all states and
other jurisdictions, with respect to the securities of the Company of whatever
class, including without limitation thereon the Company's Common Stock,
preferred stock and debt securities, however offered, sold, issued, distributed,
placed or resold by the Company, by any of its subsidiary companies, or by any
other person or entity, that may be required to effect: (a) any such filing, (b)
any primary or secondary offering, sale, distribution, exchange, or conversion
of the Company's securities, (c) any acquisition, merger, reorganization or
consolidation involving the issuance of the Company's securities, (d) any stock
option, restricted stock grant, incentive, investment, thrift, profit sharing,
or other employee benefit plan relating to the Company's securities, or (e) any
dividend reinvestment or stock purchase plan relating to the Company's
securities; (ii) the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K, and any and all amendments thereto on Form 8 or
otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Patrick J. Lynch
-------------------------------------------------
Patrick J. Lynch
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 24.4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Comptroller and Chief
Accounting Officer of TEXACO INC., a Delaware corporation (the "Company"),
hereby appoints MICHAEL H. RUDY and CALLI P. CHECKI, and either of them (with
full power to act without the other) as the undersigned's attorneys-in-fact and
agents, with full power and authority to act in any and all capacities for and
in the name, place and stead of the undersigned in connection with the filing
of: (i) any and all registration statements and all amendments and
post-effective amendments thereto (collectively, "Registration Statements")
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission, and any all registrations, qualifications or notifications under the
applicable securities laws of any and all states and other jurisdictions, with
respect to the securities of the Company of whatever class, including without
limitation thereon the Company's Common Stock, preferred stock and debt
securities, however offered, sold, issued, distributed, placed or resold by the
Company, by any of its subsidiary companies, or by any other person or entity,
that may be required to effect: (a) any such filing, (b) any primary or
secondary offering, sale, distribution, exchange, or conversion of the Company's
securities, (c) any acquisition, merger, reorganization or consolidation
involving the issuance of the Company's securities, (d) any stock option,
restricted stock grant, incentive, investment, thrift, profit sharing, or other
employee benefit plan relating to the Company's securities, or (e) any dividend
reinvestment or stock purchase plan relating to the Company's securities; (ii)
the Company's Annual Report to the Securities and Exchange Commission on Form
10-K, and any and all amendments thereto on Form 8 or otherwise, under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and (iii)
Statements of Changes of Beneficial Ownership of Securities on Form 4 or Form 5
(or such other forms as may be designated from time to time for such purposes),
pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ George J. Batavick
----------------------------------------
George J. Batavick
Comptroller and Chief Accounting Officer
(Principal Accounting Officer)
EXHIBIT 24.5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ A. Charles Baillie
----------------------
EXHIBIT 24.6
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Mary K. Bush
----------------
EXHIBIT 24.7
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Edmund M. Carpenter
-----------------------
EXHIBIT 24.8
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Robert J. Eaton
-------------------
EXHIBIT 24.9
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Michael C. Hawley
---------------------
EXHIBIT 24.10
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Franklyn G. Jenifer
-----------------------
EXHIBIT 24.11
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/Sam Nunn
-----------
EXHIBIT 24.12
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Charles H. Price, II
------------------------
EXHIBIT 24.13
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/Charles R. Shoemate
----------------------
EXHIBIT 24.14
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Robin B. Smith
------------------
EXHIBIT 24.15
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ William C. Steere, Jr.
--------------------------
EXHIBIT 24.16
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby appoints MICHAEL H. RUDY
and CALLI P. CHECKI, and either of them (with full power to act without the
other) as the undersigned's attorneys-in-fact and agents, with full power and
authority to act in any and all capacities for and in the name, place and stead
of the undersigned in connection with the filing of: (i) any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any all registrations,
qualifications or notifications under the applicable securities laws of any and
all states and other jurisdictions, with respect to the securities of the
Company of whatever class, including without limitation thereon the Company's
Common Stock, preferred stock and debt securities, however offered, sold,
issued, distributed, placed or resold by the Company, by any of its subsidiary
companies, or by any other person or entity, that may be required to effect: (a)
any such filing, (b) any primary or secondary offering, sale, distribution,
exchange, or conversion of the Company's securities, (c) any acquisition,
merger, reorganization or consolidation involving the issuance of the Company's
securities, (d) any stock option, restricted stock grant, incentive, investment,
thrift, profit sharing, or other employee benefit plan relating to the Company's
securities, or (e) any dividend reinvestment or stock purchase plan relating to
the Company's securities; (ii) the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K, and any and all amendments thereto on Form 8
or otherwise, under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and (iii) Statements of Changes of Beneficial Ownership of Securities on
Form 4 or Form 5 (or such other forms as may be designated from time to time for
such purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as the undersigned's own act and deed, all
action lawfully taken pursuant to the powers and authorities herein granted by
such attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This Power of Attorney expires by its terms and shall be of no
further force and effect on December 31, 2002.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the
31st day of March, 2001.
/s/ Thomas A. Vanderslice
-------------------------