Page
----
(12.2) Definitions of Selected Financial Ratios.
(13) Copy of those portions of Texaco Inc.'s 1993
Annual Report to Stockholders that are incorporated
by reference into this Annual Report on Form 10-K.
(21) Listing of significant Texaco Inc. subsidiary
companies and the name of the state or other
jurisdiction in which each subsidiary was organized.
(23) Consent of Arthur Andersen & Co.
(24) Powers of Attorney for the Directors and certain
Officers of Texaco Inc. authorizing, among other
things, the signing of Texaco Inc.'s Annual Report
on Form 10-K on their behalf.
EXHIBIT 11
TEXACO INC. AND SUBSIDIARY COMPANIES
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
----------------------------------------------------
(Millions of dollars, except per share amounts)
Primary Net Income Per Common Share 1993 1992* 1991*
- ----------------------------------- ---- ---- ----
Net income from continuing operations, before
cumulative effect of accounting changes $ 1,259 $ 1,038 $ 1,292
Net income (loss) from discontinued operations (191) (26) 2
Cumulative effect of accounting changes _ (300) _
--------- --------- ---------
Net income 1,068 712 1,294
Less: Preferred dividend requirements 101 99 103
--------- --------- ---------
Primary net income available for common stock $ 967 $ 613 $ 1,191
========= ========= =========
Average number of primary common shares
outstanding (thousands) 258,923 258,656 258,410
========= ========= =========
Primary net income per common share $ 3.74 $ 2.37 $ 4.61
========= ========= =========
Fully Diluted Net Income Per Common Share
- -----------------------------------------
Net income $ 1,068 $ 712 $ 1,294
Preferred stock dividend requirements
of non-dilutive issues and
adjustments to net income
associated with dilutive securities (64) (100) (66)
--------- --------- ---------
Fully diluted net income $ 1,004 $ 612 $ 1,228
========= ========= =========
Average number of primary common shares
outstanding (thousands) 258,923 258,656 258,410
Additional shares outstanding assuming full
conversion of dilutive convertible
securities into common stock, (thousands):
Convertible debentures 148 159 169
Series B ESOP Convertible
Preferred Stock 10,499 _ 10,654
Series F ESOP Convertible
Preferred Stock _ _ 686
Other 81 96 152
--------- --------- ---------
Average number of fully diluted common
shares outstanding (thousands) 269,651 258,911 270,071
========= ========= =========
Fully diluted net income per common share $ 3.72 $ 2.36 $ 4.55
========= ========= =========
* Results for 1992 and 1991 have been reclassified to separately identify discontinued operations.
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
OF TEXACO ON A TOTAL ENTERPRISE BASIS (UNAUDITED)
FOR EACH OF THE FIVE YEARS ENDED DECEMBER 31, 1993 (a)
(in millions of dollars)
Years Ended December 31,
1993 1992 1991 1990 1989 (b)
Income from continuing operations, before provision or
benefit for income taxes and cumulative effect of
accounting changes effective 1-1-92 $1,392 $1,707 $1,744 $2,448 $2,888
Dividends from less than 50% owned companies
more or (less) than equity in net income (8) (9) 5 (7) (12)
Minority interest in net income 17 18 16 12 2
Previously capitalized interest charged to
income during the period 33 30 23 16 14
------ ------ ------ ------ ------
Total earnings 1,434 1,746 1,788 2,469 2,892
------ ------ ------ ------ ------
Fixed charges:
Items charged to income:
Interest charges 546 551 644 676 798
Interest factor attributable to operating
lease rentals 91 94 76 58 40
Preferred stock dividends of subsidiaries
guaranteed by Texaco Inc. 4 _ _ _ _
------ ------ ------ ------ ------
Total items charged to income 641 645 720 734 838
Interest capitalized 57 109 80 50 54
Interest on ESOP debt guaranteed by Texaco Inc. 14 18 26 38 42
------ ------ ------ ------ ------
Total fixed charges 712 772 826 822 934
------ ------ ------ ------ ------
Earnings available for payment of fixed charges $2,075 $2,391 $2,508 $3,203 $3,730
====== ====== ====== ====== ======
(Total earnings + Total items charged to income)
Ratio of earnings to fixed charges of Texaco
on a total enterprise basis 2.91 3.10 3.04 3.90 3.99
====== ====== ====== ====== ======
(a) Excludes discontinued chemical operations.
(b) Excluding the gains from the sale of Texaco Canada Inc. and the sale of a 20% stock interest in a
subsidiary, as well as the 1989 restructuring charges, the ratio of earnings to fixed charges on a total
enterprise basis approximated 2.14.
EXHIBIT 12.2
DEFINITIONS OF SELECTED FINANCIAL RATIOS
CURRENT RATIO
- -------------
Current assets divided by current liabilities.
RETURN ON AVERAGE STOCKHOLDERS' EQUITY
- --------------------------------------
Net income divided by average stockholders' equity. Average stockholders'
equity is computed using the average of the monthly stockholders' equity
balances.
RETURN ON AVERAGE CAPITAL EMPLOYED
- ----------------------------------
Net income plus minority interest plus after-tax interest expense divided
by average capital employed. Capital employed consists of stockholders'
equity, total debt and minority interest. Average capital employed is
computed on a four-quarter average basis.
TOTAL DEBT TO TOTAL BORROWED AND INVESTED CAPITAL
- -------------------------------------------------
Total debt, including capital lease obligations, divided by total debt
plus minority interest liability and stockholders' equity.
EXHIBIT 13
Financial Review
Consolidated Highlights
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEMS 1, 2.
Millions of dollars, except
per share and ratio data 1993 1992 1991
- ------------------------------------------------------------
Revenues from continuing
operations $34,071 $36,530 $37,162
Net income from
continuing operations,
before cumulative effect
of accounting changes $ 1,259 $ 1,038 $ 1,292
Discontinued chemical
operations:
Net income (loss)
from operations (17) (26) 2
Net loss on disposal (174) -- --
------- ------- -------
(191) (26) 2
Cumulative effect of
accounting changes -- (300) --
------- ------- -------
Net income $ 1,068 $ 712 $ 1,294
Total assets $26,626 $25,992 $26,182
Total debt $ 6,826 $ 6,581 $ 6,504
Per common share (dollars)
Net income (loss) before
cumulative effect of
accounting changes:
Continuing
operations $ 4.47 $ 3.63 $ 4.60
Discontinued chemical
operations (.73) (.10) .01
Cumulative effect of
accounting changes -- (1.16) --
------- ------- -------
Net income $ 3.74 $ 2.37 $ 4.61
Cash dividends $ 3.20 $ 3.20 $ 3.20
Current ratio 1.44 1.33 1.05
Return on average
stockholders' equity* 12.5% 10.9% 13.5%
Return on average
capital employed* 9.4% 8.5% 10.4%
Total debt to total borrowed
and invested capital 38.7% 39.3% 39.4%
======= ======= =======
*Returns exclude discontinued chemical operations and the 1992 cumulative effect
of accounting changes.
Consolidated worldwide net income for the year 1993
was $1,068 million, or $3.74 per common share, com-
pared with $712 million, or $2.37 per common share for
the year 1992 and $1,294 million, or $4.61 per common
share for the year 1991.
These results include special gains and charges as
well as Discontinued Chemical Operations. Also, results
for 1992, including Texaco's equity in the Caltex group
of companies and Star Enterprise, reflect the cumulative
effect of the adoption of Statement of Financial Account-
ing Standards (SFAS) 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and
SFAS 109, "Accounting for Income Taxes." The adoption
of these two Standards resulted in a net cumulative
charge as of January 1, 1992 of $300 million, or $1.16
per common share. The year 1991 has not been restated
for these accounting changes. Excluding the cumula-
tive effect of accounting changes, net income for 1992
amounted to $1,012 million, or $3.53 per common share.
Discontinued Chemical Operations
Texaco Inc. entered into memorandums of understand-
ing to sell Texaco Chemical Company, a wholly owned
subsidiary, and substantially all of its worldwide chemi-
cal operations to Huntsman Financial Corporation
("Huntsman"), an affiliate of the Jon M. Huntsman
Group of Companies. Except for the additive business,
the sale is expected to take place in the first quarter of
1994. The sale of the additives portion of the chemical
business is expected to take place by September 30, 1994.
Texaco is cooperating with Huntsman, at their request, to
sell the additives portion of the business to a third party.
The combined purchase price of the chemical businesses
is $1,045 million. The results for such chemical opera-
tions have been classified as discontinued operations.
Net income for discontinued operations in 1991
amounted to $2 million, or $15 million before special
charges relating to environmental reserves and other
issues. Although special charges were also recorded in
1992 and 1993, operating results before these charges
were in a loss position. The 1992 results were impacted
by depressed margins for olefins and ethylene oxide
derivatives coupled with scheduled maintenance down-
time on major processing units. In 1993, the loss from
operations was principally due to feedstock and energy
costs for products not being fully recovered in a period
of oversupply in the marketplace.
Summary statements and other detailed financial
information on discontinued chemical operations can be
found in Note 3 to the Consolidated Financial Statements
on page 40 of this Report.
Texaco Inc. 1993 Annual Report to Stockholders page 24.
Results of Operations
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEMS 3, 4, 5.
Continuing Operations
The following relates to Texaco's consolidated and func-
tional results for continuing operations.
Revenues
Consolidated worldwide revenues from continuing
operations were $34.1 billion in 1993 as compared to
$36.5 billion in 1992 and $37.2 billion in 1991. Revenues
for 1993 decreased principally due to lower prices for
crude oil and refined products, partially offset by higher
natural gas prices during the year. Revenues in 1993 also
decreased due to lower international crude oil sales vol-
umes. In the United States, lower sales of less profitable
unbranded gasolines and aviation fuels were partly offset
by higher sales of branded gasolines. Refined product
sales volumes in the Caltex area of operations increased
more than 7% over 1992 levels, resulting in higher equity
in income of the affiliate.
In 1992, revenues declined slightly as compared
with 1991 reflecting generally lower prices for crude oil
and refined products, partially offset by higher refined
product sales volumes and improved natural gas prices.
Costs and Expenses
Purchases and other costs for 1993 of $24.7 billion were
$2.3 billion below that for 1992, reflecting the impact
of lower worldwide crude oil prices and the reduced
costs of petroleum products. Costs for 1992 remained
relatively flat compared with 1991, due to the offsetting
impact of lower prices and higher volumes. Crude oil
prices, as reflected by the benchmark, West Texas
Intermediate, declined over $2 per barrel in 1993 as
compared to 1992, after a somewhat smaller decrease
of almost $1 per barrel in 1992 as compared to the
earlier year.
Texaco continued to realize the benefits of its qual-
ity initiatives in controlling expenses during 1993. Over
the last three years total expenses including special
items, have declined more than 5% in spite of general
inflationary pressures. Operating and overhead expenses
(before special items, dry hole expense and depreciation,
depletion and amortization) were successfully reduced
by 4% in 1993. This improvement follows a 4% expense
reduction in 1992 as compared with 1991. Expense
reductions occurred in both 1993 and 1992 in all of
the company's operating units and staff departments.
Additionally, during the period 1991 to 1993, employee
levels dropped by almost 4,200, a decrease of 11%.
These results reflect the value of the company's ongoing
commitment to improve productivity through the
redesign of business processes and the restructuring
of operations.
Texaco also lowered its borrowing costs over the
past three years. While Texaco's debt level has remained
relatively constant with some small increases reflected
in 1993, interest expense has declined by nearly 18%
from $558 million for the year 1991 to $459 million for
the year 1993. This savings was accomplished through
aggressive efforts to refinance high-cost debt issues at
significantly lower rates while lengthening maturities.
Net Income
Consolidated net income from continuing operations
includes special gains and charges in addition to net
income more directly related to the current production,
manufacturing and marketing of products and services
of the company. The elements of consolidated net
income from continuing operations are provided below.
Explanations of net income are shown in the functional
analysis which follows.
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Net income, before
special items $1,132 $1,138 $1,228
Tax law changes 152 -- --
Special charges (235) (140) (160)
Gains from tax benefits
and asset sales 210 40 224
------ ------ ------
Net income from
continuing operations,
before cumulative effect
of accounting changes $1,259 $1,038 $1,292
====== ====== ======
The Consolidated Financial Statements and related
Notes should be read in conjunction with this financial
review.
Functional Analysis
Worldwide net income from continuing operations in
the following table is segregated between operating and
corporate/nonoperating. Net operating results are fur-
ther segregated functionally and geographically.
Net Income
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Operating earnings (losses)
Petroleum and natural gas
Exploration and production
United States $ 510 $ 543 $ 605
International 322 416 421
------ ------ ------
Total 832 959 1,026
Manufacturing, marketing
and distribution
United States 215 267 187
International 434 300 647
------ ------ ------
Total 649 567 834
Total petroleum
and natural gas 1,481 1,526 1,860
Nonpetroleum (13) (19) (51)
------ ------ ------
Total operating
earnings 1,468 1,507 1,809
Corporate/nonoperating (209) (469) (517)
------ ------ ------
Net income from continuing
operations, before cumulative
effect of accounting
changes $1,259 $1,038 $1,292
====== ====== ======
Texaco Inc. 1993 Annual Report to Stockholders page 25.
Financial Review continued
Petroleum and Natural Gas
Exploration and Production
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEMS 6, 7, 8.
United States
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Operating earnings, before
special items $548 $576 $619
Tax law change (32) -- --
Special charges (6) (33) (14)
---- ---- ----
Total operating earnings $510 $543 $605
Selected Operating Data
Net production of crude
oil and NGL's (000 BPD) 423 432 456
Net production of natural
gas--available for sale
(000 MCFPD) 1,729 1,782 1,933
Natural gas sales
(000 MCFPD) 2,735 2,705 2,879
===== ===== =====
Operating earnings were $510 million in 1993 com-
pared with $543 million in 1992. This decrease resulted
primarily from lower crude oil and natural gas liquids
prices and volumes which were partially offset by higher
natural gas prices. Production of natural gas decreased
by about 3% from 1992; however, sales volumes
remained virtually flat. For the year 1993, production of
crude oil and NGL's was down by about 2% to 423 thou-
sand barrels per day as compared to a decline of approxi-
mately 5% for 1992 versus 1991. The company has made
significant progress in slowing the rate of decline in
production from its older and more mature producing
fields through utilization of its proprietary advanced
technologies for enhanced oil recovery.
Also, benefits were derived from a decline in
operating expenses, before taxes and special items, of
$67 million in 1993 as compared with 1992 primarily as
a result of successful restructuring programs and busi-
ness process initiatives to reduce producing and over-
head expenses.
Total operating earnings for 1992 decreased com-
pared with 1991 reflecting reduced crude oil and natural
gas production from maturing fields, coupled with lower
crude oil prices, particularly in the first quarter. Higher
natural gas prices and decreased operating expenses par-
tially offset the decrease in earnings.
Total operating earnings for 1993 included a
deferred tax charge of $32 million due to the increase
in the U.S. tax rate to 35% effective January 1, 1993 and a
special charge of $6 million related to staff reductions.
Special charges in 1992 included $14 million for
employee benefit costs, primarily related to staff reduc-
tions, $7 million for property damage associated with
Hurricane Andrew and $12 million for environmental
and other issues. Total operating earnings for 1991
included special charges related to environmental reme-
diation and certain oil and gas lease issues.
International
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Operating earnings, before
special items $212 $414 $350
Tax law change 169 -- --
Special charges (59) (8) (11)
Gain from tax benefits -- 10 82
---- ---- ----
Total operating earnings $322 $416 $421
Selected Operating Data
Net production of crude oil
and NGL's, including CPI
(000 BPD) 305 304 334
Net production of natural
gas--available for sale
(000 MCFPD) 238 213 198
Natural gas sales
(000 MCFPD) 255 223 205
==== ==== ====
Texaco's total operating earnings in 1993 outside the
United States were $322 million compared with $416
million for 1992. This decrease is attributable to lower
worldwide crude oil prices and benefits recorded in
1992 under SFAS 109 of approximately $110 million due
primarily to the currency exchange impact of the Pound
Sterling on deferred income taxes. Results for 1993 bene-
fited from higher production from the Belida field in
Indonesia and improved production in the North Sea and
the Partitioned Neutral Zone, an area located between
Saudi Arabia and Kuwait.
Texaco's 1992 operating results as compared with
1991 included the aforementioned 1992 benefits under
SFAS 109 due to currency translation. These benefits
were partially offset by the impact of lower crude oil
prices, principally in the first quarter of 1992, and
decreased production in the North Sea due to the shut-in
of production platforms for scheduled maintenance and
the installation of safety equipment. Earnings for 1992
also benefited from lower exploratory expenses in the
U.K. North Sea.
Texaco Inc. 1993 Annual Report to Stockholders page 26.
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEMS 9, 10.
Total operating earnings for 1993 included a benefit
of $169 million related to the change in the tax treatment
of certain items under the U.K. Petroleum Revenue Tax
and the tax rate reduction of this tax from 75% to 50 %.
Special charges of $59 million were recorded relating to
staff reductions and the reduction in the carrying value
of certain assets, principally in the North Sea, brought
about by a change in the Petroleum Revenue Tax laws.
Special items for 1992 included a gain related to the
favorable settlement of a Danish tax issue and special
charges for employee benefit costs primarily related to
staff reductions. Total operating earnings for 1991
included gains related to a Canadian tax refund and
special charges related to prior period income tax
adjustments.
Manufacturing, Marketing and Distribution
United States
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Operating earnings, before
special items $306 $288 $241
Tax law change (4) -- --
Special charges (87) (21) (54)
---- ---- ----
Total operating earnings $215 $267 $187
Selected Operating Data--
including interest in an
affiliate
Refinery input (000 BPD) 658 652 661
Refined product sales
(000 BPD) 830 880 869
==== ==== ====
Total operating earnings for 1993 were $215 million
as compared with $267 million for 1992. Total operating
earnings for 1993 included a charge of $4 million due to
the increase in the U.S. tax rate to 35% effective January 1,
1993 and special charges of $87 million for staff reduc-
tions and reserves for environmental remediation costs.
Excluding special items, 1993 operating results reflected
higher marketing margins on the East and Gulf coasts of
the United States. Branded gasoline sales grew during
the year 1993 as compared with 1992. Increased sales
volumes in this preferred class of trade and lower
refinery feedstock costs benefited operating results for
1993. Operating results were negatively impacted by
refinery downtime.
Operating results for 1992 reflected improved prod-
uct margins on the West Coast, particularly in the fourth
quarter, as opposed to the depressed levels of 1991. Also,
increased sales volumes of branded gasoline and lower
operating expenses contributed to the improved earnings
for the year 1992. These improved results were partly
offset by weak refining margins on the East and Gulf
Coasts, mainly caused by an oversupply of products in
the marketplace.
Total operating earnings for 1992 included special
charges of $18 million for employee benefit costs,
primarily related to staff reductions, and $12 million
for property damage associated with a fire at the
Los Angeles refinery, partially offset by a benefit of
$9 million relating to other issues. Operating earnings for
1991 included special charges for financial reserves relat-
ing to environmental remediation, expected resolution of
environmental and other issues and a reduction in the
carrying value of certain assets.
International
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Operating earnings, before
special items $464 $335 $578
Special charges (30) (35) (27)
Gains from tax benefits and
asset sales -- -- 96
----- ----- -----
Total operating earnings $434 $300 $647
Selected Operating Data--
including interests
in affiliates
Refinery input (000 BPD) 812 769 713
Refined product sales
(000 BPD) 1,504 1,454 1,335
===== ===== =====
Operating earnings outside the United States were
$434 million in 1993 compared with $300 million in
1992. This increase reflects strong margins in areas
served by the company's affiliate, Caltex, including most
Pacific Rim countries and South Africa. Partially offset-
ting this improvement was a 1993 charge to Texaco's
earnings of $51 million recorded by Caltex to recognize
that the market value of inventories is lower than the
LIFO carrying value. Strong margins were also realized
in the Latin American operating areas, mainly Brazil.
Results from operations in 1992 outside the United
States decreased as compared with 1991 reflecting signif-
icantly lower refinery margins in Europe, due mainly to
an excess of product supply, as well as unit downtime at
the Pembroke refinery in Wales. In the Pacific Rim,
Caltex margins weakened during the year 1992. In the
first quarter of 1991, Caltex results benefited from
particularly strong margins in Japan. The year 1992
included benefits under SFAS 109 of approximately
$25 million due to currency translation. This resulted
primarily from lower U.K. deferred income taxes due to
the weakness of the Pound Sterling versus the U.S. Dollar.
Texaco Inc. 1993 Annual Report to Stockholders page 27.
Financial Review continued
Total operating earnings for 1993 included special
charges of $30 million related to staff reductions and the
reduction in the carrying value of certain marketing
assets.
Special charges in 1992 included $6 million for
employee benefit costs, primarily related to staff reduc-
tions and $29 million for financial reserves for the
expected resolution of environmental and other issues
and the write-down of the carrying value of certain
assets. Operating earnings for 1991 included special
gains of $37 million related to a Canadian tax refund and
$59 million, included in 1991 Caltex equity earnings,
from the sale of surplus properties in Japan, partially
offset by charges of $27 million related to costs associ-
ated with pension benefits and prior period taxes.
Nonpetroleum
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Operating losses, before
special items $ (9) $ (1) $(37)
Tax law change (4) -- --
Special charges -- (18) (14)
---- ---- ----
Total operating
losses $(13) $(19) $(51)
==== ==== ====
Operating results for 1991 through 1993 reflect
developmental expenses in the company's alternate
energy area. The impact of these charges was signifi-
cantly reduced in 1992 by profits from the licensing
of technology relating to gasification. These licensing
profits were somewhat less in 1993.
The year 1993 included a charge of $4 million due
to the increase in the U.S. tax rate to 35% effective
January 1, 1993. The year 1992 included special charges
by the company's insurance subsidiary for property
damage related to a fire at the Los Angeles refinery
and Hurricane Andrew. The year 1991 included special
charges related to financial reserves for the expected
resolution of environmental issues.
Corporate/Nonoperating
Millions of dollars 1993 1992 1991
- ------------------------------------------------------------
Corporate/nonoperating,
before special items $(389) $(474) $(523)
Tax law change 23 -- --
Special charges (53) (25) (40)
Gains from tax benefits and
asset sales 210 30 46
----- ----- -----
Total $(209) $(469) $(517)
===== ===== =====
Corporate/nonoperating includes interest expense,
general corporate expenses as well as interest income,
dividends and other nonoperating income.
During 1993, corporate/nonoperating results
showed significant improvement over 1992 results due to
the company's overhead expense reduction efforts as well
as the impact of lower overall interest costs.
In 1992, corporate/nonoperating results also showed
improvement as compared with those of the preceding
year due to the impact of lower overall corporate interest
rates, interest income on U.K. and Danish tax refunds,
and the reduction of overhead expenses from the com-
pany's expense control efforts.
The year 1993 included current and deferred tax
benefits realizable through the sale of interests in a sub-
sidiary, benefits from a tax law change, a windfall profits
tax refund, special charges relating to staff reductions
and charges primarily relating to oil and gas issues.
The year 1992 included a gain related to the sale
of an interest in a subsidiary and special charges for
employee benefit costs, primarily related to staff reduc-
tions, and the write-down of the carrying value of certain
assets. The year 1991 included gains arising from interest
income on a Canadian tax refund and from the sale of an
interest in an Australian uranium property, and special
charges related to asset writedowns and the settlement of
tax and other issues.
Texaco Inc. 1993 Annual Report to Stockholders page 28.
Environmental Matters
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEM 11.
Texaco has an active program to ensure that the com-
pany's high environmental standards are maintained,
which includes closely monitoring U.S. Federal, state and
local, and international regulatory requirements. Texaco's
activities concerning environmental, health and safety
matters are overseen by the Public Responsibility
Committee of the Board of Directors. The worldwide
responsibilities for these activities are coordinated by a
corporate officer whose department's mission includes
carrying out environmental audits of facilities. Texaco is
committed to conducting its operations in a manner that
minimizes the environmental impact of the company's
operations and maximizes safety and the protection of
health. The company works closely with governmental
agencies to ensure compliance with the various environ-
mental laws and regulations.
Texaco is a member in over 30 oil spill coopera-
tives, including the Oil Spill Response Limited and
supports the Marine Spill Response Corporation.
Additionally, Texaco underwrites its own regional and
international oil spill response teams and its emergency
response assistance team as part of the company's emer-
gency planning. Texaco's involvement in other proactive
organizations that define and promote environmental
standards include the American Petroleum Institute and
the International Chamber of Commerce.
Texaco makes substantial capital and operating
expenditures concerning the environment. These expen-
ditures relate to the prevention of the release of pollu-
tants into the air and water and to the disposal of wastes.
These expenditures also include costs associated with
remediation obligations at company operated sites,
previously operated sites and at certain third party sites.
The discussion that follows details environmental
expenditures and reserve information relative to Texaco
and its equity in affiliates.
In 1993, Texaco's capital environmental expenditures
amounted to $302 million. The major portion of these
expenditures related to investments required by regula-
tions under the U.S. Clean Air Act. Expenditures in 1993
included initial capital investments to meet reformulated
gasoline standards and completion of capital investments
at refineries to reduce sulfur levels in diesel fuels. Further
investments will be required in the future as more provi-
sions of the Clean Air Act become effective. Capital
expenditures for 1994 and 1995 projected for the company
amount to $399 million and $410 million, respectively. Of
these 1994 and 1995 capital expenditures, approximately
69% will relate to operations in the United States.
Texaco spent and expensed approximately $276
million in 1993 associated with prevention of pollution in
the company's ongoing operations and in the manage-
ment of the company's environmental programs, includ-
ing Superfund taxes. A similar level of expenditures is
expected in 1994.
Expenditures in 1993 relating to remediation
amounted to $147 million. The company had financial
reserves of $821 million at the end of 1993 for the esti-
mated future costs of its environmental remediation pro-
grams. These expenditures and reserves principally
relate to remediation activities at refineries, terminals
and service stations, and to third party waste sites in
which Texaco has been named as a responsible party.
Since the enactment of the Comprehensive
Environmental Response, Compensation and Liability
Act (commonly referred to as Superfund), the Environ-
mental Protection Agency (EPA), other regulatory agen-
cies and groups have identified Texaco as a potentially
responsible party (PRP) for cleanup of hazardous waste
sites. Texaco has determined that it may have potential
exposure, though limited in certain cases, at about 200
multiparty hazardous waste sites, of which 85 sites are on
the EPA's National Priority List. Although liability under
Superfund is joint and several, the company is actively
pursuing and/or participating in sharing of Superfund
costs with other identified PRPs using weight, volume
and toxicity factors of the material contributed by the
PRPs. The expenditures in 1993 relating to remediation
included $21 million for multiparty waste sites. The
financial reserves for environmental remediation include
$82 million relative to multiparty waste sites. This
reserve is based on the company's analysis of develop-
ments at various of these sites for which costs can
reasonably be estimated. However, there are potential
additional costs for waste sites for which a range of
exposures cannot reasonably be estimated until further
information develops. In many cases, the amounts
and types of wastes are still under investigation by
regulatory agencies.
In addition to the environmental remediation
reserves, the company also provides financial reserves
to cover the cost of restoration and abandonment of
its oil and gas producing properties. These reserves at
December 31, 1993 totaled $816 million. Expenditures
in 1993 for restoration and abandonment amounted to
$52 million.
In summary, Texaco has provided, to the extent
reasonably measurable, financial reserves for its probable
environmental remediation liabilities. The recording of
these obligations is based on technical evaluations of the
currently available facts, interpretation of the regula-
tions and the company's experience with similar sites.
Additional financial reserve requirements relative to
existing and new remediation sites may be necessary in
the future when more facts are known. In addition, capi-
tal and other environmental expenditures may be
required in the future as the result of new or revised reg-
ulations. The potential also exists for further legislation
to provide limitations on liability. It is not possible to
project the costs or a range of costs for environmental
items beyond that disclosed above due to uncertainty
surrounding future developments, both in relation to
remediation exposure and to regulatory initiatives.
However, while future environmental expenditures that
will be incurred by the petroleum industry may certainly
be significant in the absolute, they will be a cost of doing
business that will have to be recovered in the market-
place. The fact that Texaco has taken a proactive
approach to prevention, detection and remediation of
environmental problems gives the company a competi-
tive position in our industry with respect to future envi-
ronmental costs. Moreover, it is not believed that such
future costs will be material to the company's financial
position nor to its operating results over any reasonable
period of time.
Texaco Inc. 1993 Annual Report to Stockholders page 29.
Financial Review continued
Liquidity and Capital Resources
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEMS 12, 13, 14.
The company's cash, cash equivalents and short-term
investments totaled $536 million at December 31, 1993
as compared with the year-end 1992 level of $482
million.
Texaco's net cash provided by operating activities
for 1993 (as presented on the Statement of Consolidated
Cash Flows) was impacted by significant items not
directly related to current period operations. Among
these items were outflows relating to environmental
expenditures, legal settlements and tax payments relating
to prior years. Also, the company's accounts receivable
sales facility was not utilized at the end of 1993 but was
fully utilized at year-end 1992. In the aggregate, these
items decreased Texaco's 1993 cash flow by some $700
million. Excluding these items, cash generated from nor-
mal operating activities of some $3.1 billion remained
comparable to the prior year though somewhat lower
than 1991 due to continuing weak oil prices.
Cash generated from normal operating activities,
proceeds from asset sales of $373 million, mainly
through the formation of U.S. producing joint ventures,
as well as financing activities discussed below, totaled
some $5 billion. These sources of cash were used to sup-
port Texaco's capital and exploratory program of $2.3 bil-
lion, for the payment of dividends to common, preferred
and minority shareholders of $1.0 billion and for work-
ing capital, the retirement of debt and other general
corporate purposes.
Cash generated by financing activities included
the issuance by Texaco Capital LLC, a finance subsidiary,
of $350 million of Cumulative Guaranteed Monthly
Income Preferred Shares, Series A, in a public offering.
The shares were sold at $25 per share with an annual
dividend rate of 6 7/8%, and are callable at par after five
years. Additionally, a producing subsidiary of Texaco
issued $75 million of its preferred stock in a private
placement.
Total debt at December 31, 1993 amounted to
$6.8 billion as compared to $6.6 billion at year-end 1992.
Texaco's ratio of total debt to total borrowed and invested
capital was 38.7% at December 31, 1993, lower than the
39.3% and 39.4% at year-end 1992 and 1991, respectively.
The company continued restructuring its debt portfolio
during 1993, reducing its average interest cost over the
past three years by nearly one percentage point to 7.1%,
while increasing its average maturity over the same
period by nearly five years to 12.3 years. In 1993, the
company completed public long-term debt offerings
totaling $732 million, which included $200 million of
30-year debt, $200 million of 40-year debt, $200 million
of 50-year debt and $132 million under its medium-term
note program. The 50-year debt issue helped reestablish
the market for 50- to 100-year corporate debt.
Texaco maintains revolving credit facilities with
commitments of $2.35 billion which remained unused at
year-end 1993. Texaco also maintains an accounts receiv-
able sales facility of approximately $400 million which
was not utilized at December 31, 1993.
During 1993, Texaco entered into memorandums
of understanding to sell Texaco Chemical Company
and substantially all of its worldwide petrochemical
operations for $1,045 million, of which $850 million
of this transaction, consisting of cash of approximately
$650 million and a note of approximately $200 million,
is expected to be completed in the first quarter of 1994.
The sale of the additives portion of the chemical
business is expected to take place by September 30,
1994. It is anticipated that the proceeds from these
sales will be used in support of Texaco's investment
programs in its core business as well as other general
corporate purposes.
Subsequent to year-end, Texaco reached an out-of-
court global settlement ending a long-standing royalty
dispute with the state of Louisiana. The settlement calls
for Texaco to pay the state of Louisiana $250 million,
consisting of a $150 million payment in February, 1994
and $50 million payments in 1995 and 1996. In addition,
Texaco will embark on an economic expansion program
in which it will cause $152 million to be spent over the
next five years on expanded activity and investments
affecting state-owned oil and gas properties in which
Texaco has interests.
The company considers its financial position suffi-
cient to meet its anticipated future financial requirements.
Texaco Inc. 1993 Annual Report to Stockholders page 30.
Reserves
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEM 15.
Texaco's worldwide net proved reserves at year-end 1993,
including equity in P.T. Caltex Pacific Indonesia (CPI), an
affiliate, totaled 3.7 billion barrels of oil equivalent, of
which 59% were in the United States. The worldwide
reserves include 2.7 billion barrels of crude oil and nat-
ural gas liquids, and 6.1 trillion cubic feet of natural gas.
On a worldwide basis, including equity reserves and
excluding purchases and sales, the company added new
volumes to its reserve base equal to 112% of combined
liquid and gas production in 1993, 94% in 1992 and 98%
in 1991. The three-year average for 1991-1993 was 101%
and the five-year average for 1989-1993 was 106%.
Texaco's worldwide finding and development costs
were $3.84 in 1993, $4.53 over the three-year period
1991-1993 and $4.10 over the five-year period 1989-1993.
In 1993, reserve additions in the United States
replaced 89% of the combined oil and gas production
versus 82% in 1992. Outside the United States, reserve
additions in 1993 replaced 155% of the combined oil
and gas production versus 120% in 1992.
Capital and Exploratory Expenditures
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEM 16.
Worldwide capital and exploratory expenditures for con-
tinuing operations, including equity in such expenditures
of affiliates, were $2.9 billion for the year 1993 as com-
pared to $3.0 billion in 1992 and $3.4 billion in 1991. The
declines in 1993 and 1992 as compared to 1991 reflect
the impact of continuing depressed crude oil prices and
low refined product margins. The company continuously
reexamines its capital and exploratory program and sys-
tematically reprioritizes the timing of projects in an
effort to add value for its shareholders. Texaco remains
committed to adding to the company's underground
reserve base through a balanced portfolio approach
which mixes a selection of low, medium and high risk
exploration opportunities together with those opportuni-
ties where established reserves entail sophisticated tech-
nology to exploit. Texaco also remains committed to
upgrading refinery facilities to enhance the production of
valuable light-end products and improve product distrib-
ution through investments in retail class-of-trade market-
ing outlets. Many of these opportunities are in the
international sector as evidenced by the increase in
expenditures outside the United States from 48% of the
total expenditures in 1991 to 54% in 1993.
United States
Upstream capital and exploratory expenditures increased
in 1993 as compared to 1992 representing higher drilling
and workover activity. These expenditures, however,
remained below the 1991 level primarily due to lower
crude prices. Downstream expenditures in 1993 by
Texaco and its affiliate, Star Enterprise, declined as com-
pared to recent years primarily due to the completion of
refinery upgrade projects that began in 1991. The decline
also reflects expenditures related to service station acqui-
sitions in 1991. Expenditures in 1993 for other operations
continued to decline due to the completion of joint-ven-
ture cogeneration facilities under construction in 1991
and 1992. These facilities efficiently produce steam and
electricity from clean-burning gas.
Texaco Inc. 1993 Annual Report to Stockholders page 31.
Financial Review continued
International
GRAPHIC MATERIALS APPEAR HERE.
SEE APPENDIX GRAPHIC AND IMAGE IMAGE MATERIAL ITEM 17.
Upstream capital and exploratory expenditures in 1993
declined as compared with 1992 and 1991 reflecting the
completion of several development projects in the U.K.
North Sea where new production was placed on stream,
as well as reduced exploratory expenses in many inter-
national areas. The year 1991 also included lease acquisi-
tions in Canada. These declines were partially offset
by increased appraisal drilling in the U.K. North Sea
and higher investments in Indonesia and Australia.
Downstream expenditures in 1993 increased as com-
pared to 1992 and 1991 reflecting refinery upgrades and
modernization by the company's affiliate, Caltex, which
conducts operations in the Middle East and Far East.
This increase was partially offset by the completion of a
refinery upgrade project at Pembroke in the United
Kingdom in early 1993.
1994 Capital and Exploratory Expenditures
Texaco's capital and exploratory spending level, including
equity in such expenditures of affiliates, is projected to
approximate $3 billion during 1994. Of this amount, 56%
has been designated for upstream opportunities and 44%
for downstream and other activities. On a geographical
basis, 53% will be directed to international areas and
47% to the U.S.
Upstream opportunities include Texaco's on-going
risk-balanced exploration portfolio, expenditures for
natural gas projects in the U.S. and Europe, continued
offshore developments in the North Sea and Indonesia
and worldwide enhanced reserve recovery projects.
These projects will utilize state-of-the-art technological
applications such as 3-D seismic imaging of the earth's
sub-surface, CO2 injection, horizontal drilling and steam-
flooding applications.
Downstream investments will concentrate on meet-
ing U.S. reformulated gasoline and other environmental
requirements, refinery expansions and upgrades, par-
ticularly in the Pacific Rim and Panama, and selective
investments in marketing growth areas and transpor-
tation facilities.
Capital and Exploratory Expenditures
Millions of dollars
For the years ended December 31 1993 1992 1991
- ------------------------------------------------------------
Texaco Inc. and subsidiary
companies
United States
Exploration $ 194 $ 190 $ 234
Production 602 545 670
Manufacturing, marketing
and distribution 347 363 396
Other 37 60 80
------ ------ ------
Total 1,180 1,158 1,380
------ ------ ------
International
Exploration 280 254 401
Production 475 607 548
Manufacturing, marketing
and distribution 291 318 332
Other 6 16 12
------ ------ ------
Total 1,052 1,195 1,293
------ ------ ------
Total Texaco Inc. and
subsidiary
companies 2,232 2,353 2,673
------ ------ ------
Equity in affiliates
United States
Exploration and
production 3 3 1
Manufacturing, marketing
and distribution 147 246 292
Other 7 17 106
------ ------ ------
Total 157 266 399
------ ------ ------
International
Exploration and
production 151 148 159
Manufacturing, marketing
and other* 352 237 194
------ ------ ------
Total 503 385 353
------ ------ ------
Total equity
in affiliates 660 651 752
------ ------ ------
Total continuing
operations 2,892 3,004 3,425
Discontinued operations 84 160 144
------ ------ ------
Total worldwide $2,976 $3,164 $3,569
====== ====== ======
*Excludes expenditures of Caltex's affiliated companies.
Texaco Inc. 1993 Annual Report to Stockholders page 32.
Industry Review
Review of 1993
The world economy remained sluggish in 1993. Although
the United States economy grew at a modest 2.9% rate in
1993, Western Europe and Japan slipped into recession,
and the former Soviet Union continued to experience
large contractions in domestic output. The most robust
economic expansion continued to occur in the develop-
ing and newly-industrialized nations of the Pacific Rim.
Largely reflecting the recessions in Western Europe
and Japan, and economic depression in the former Soviet
Union, world oil demand declined from 67.1 million BPD
in 1992 to 66.9 million BPD in 1993. Demand in the indus-
trial nations as a whole fell slightly: U.S. oil demand rose
only 0.5% in 1993 from 17.1 million BPD to 17.2 million
BPD, while combined oil demand in Western Europe and
Japan declined by 0.2 million BPD, offsetting the small
U.S. gain.
World Petroleum Demand
Million BPD 1993 1992 1991
- ------------------------------------------------------------
Industrial nations 38.9 38.9 38.3
Developing nations 21.2 20.1 18.9
Former Soviet bloc 6.8 8.1 9.6
---- ---- ----
Total 66.9 67.1 66.8
==== ==== ====
Mirroring the severe economic conditions in the
former Soviet Union and cutbacks in Russian exports, oil
demand in the former Soviet bloc (including Eastern
Europe) averaged 6.8 million BPD in 1993, a drastic fall
of 17% versus 1992. On the other hand, demand in China
and the other developing countries continued to grow
strongly.
On the supply side, total non-OPEC crude oil pro-
duction continued its decline of the last several years,
slipping from 35.9 to 35.1 million BPD, primarily because
Russian output fell by over 1 million BPD from 1992
levels. However, non-OPEC crude production excluding
Russia increased at rates not seen in many years, buoyed
by record levels of production in the North Sea and
significant increases in other areas.
Notwithstanding the decline in world oil consump-
tion and renewed expansion in non-OPEC supplies out-
side of the former Soviet Union, OPEC crude production
rose to 24.7 million BPD in 1993, 0.7 million BPD higher
than 1992 levels.
Crude oil prices were stable during the first half of
1993, but declined sharply in the latter part of the year as
a result of a general market perception of surplus oil sup-
plies, the steady accumulation of excess oil inventories,
and the continued possibility of Iraqi oil being added to
an already saturated oil market. The spot price of West
Texas Intermediate (WTI) dropped by almost 25%
between June 1993 and December 1993, to a low of
$14.50 per barrel. For the year as a whole, WTI averaged
$18.44 per barrel, 10% lower than the previous year.
Despite the weakness in global oil demand, refin-
ers' margins showed general improvement in most
regions of the world, aided by lower crude prices.
Near-Term Outlook
World economic growth is expected to pick up somewhat
in 1994 as the U.S. expansion accelerates and Western
Europe and Japan emerge from recession. Growth in
much of the developing world should also continue to be
robust. However, the economies of the former Soviet
Union are expected to contract further in 1994, as eco-
nomic restructuring continues.
Spurred by continued economic expansion and
exceptionally cold weather early in 1994, U.S. oil demand
is expected to increase by about 0.3 million BPD to 17.5
million BPD. The beginnings of economic recovery in
Western Europe and Japan are expected to add another
0.2 million BPD to world oil demand. As in 1993, the
most significant growth in oil demand will be in the
developing countries, where demand is expected to grow
by 0.7 million BPD. These increases will be partially off-
set by declines in oil consumption in the former Soviet
bloc, and world oil demand in total should rise by about
0.6 million BPD in 1994.
Near-Term World Supply/Demand Balance
Million BPD 1994 1993
- -------------------------------------------------
Demand 67.5 66.9
Supply
Non-OPEC Crude 34.9 35.1
OPEC Crude 24.7 24.7
Other Liquids 7.9 7.7
---- ----
Total Supply 67.5 67.5
---- ----
Stock Change -- 0.6
==== ====
After the steady decline since the late 1980's, non-
OPEC liquids production is likely to remain more-or-less
flat in 1994 at about the 40.5 million BPD level. Former
Soviet oil output will continue to fall, but at a slower rate
than in 1993. The rate of decline in U.S. crude production
should also moderate. These declines will be offset by
strong gains in the U.K. sector of the North Sea and
increases in many other non-OPEC producing countries.
The outlook for OPEC production hinges largely
on whether the OPEC members, battered financially by
recent price declines, exercise renewed restraint. Postur-
ing for an eventual resumption of Iraqi exports could well
influence the behavior of key Arabian Gulf producers.
After years of a market characterized by excess
deliverability, the U.S. natural gas supply/demand contin-
ued to move into closer balance in 1993. Demand for
natural gas is expected to grow as the U.S. economy
strengthens and requirements for this environmentally-
preferred fuel expand. Domestic natural gas supplies will
continue to be augmented by imports from Canada.
Texaco Inc. 1993 Annual Report to Stockholders page 33.
Statements of Consolidated Income
and Retained Earnings
Millions of dollars
--------------------------
For the years ended December 31 1993 1992* 1991*
- ----------------------------------------------------------------------------------------------------------------------------------
Revenues Sales and services (includes transactions with significant
affiliates of $3,027 million in 1993, $3,672 million in 1992
and $4,124 million in 1991) $ 33,245 $ 35,687 $ 36,112
Equity in income of affiliates, income from dividends,
interest, asset sales and other 826 843 1,050
-------- -------- --------
34,071 36,530 37,162
-------- -------- --------
Deductions Purchases and other costs (includes transactions with
significant affiliates of $1,709 million in 1993,
$1,838 million in 1992 and $2,062 million in 1991) 24,667 26,961 27,070
Operating expenses 3,086 3,072 3,306
Selling, general and administrative expenses 1,783 1,792 1,841
Maintenance and repairs 418 446 466
Exploratory expenses 352 349 436
Depreciation, depletion and amortization 1,568 1,536 1,496
Interest expense 459 477 558
Taxes other than income taxes 549 530 551
Minority interest 17 18 16
-------- -------- --------
32,899 35,181 35,740
-------- -------- --------
Income from continuing operations, before income taxes and
cumulative effect of accounting changes 1,172 1,349 1,422
Provision for (benefit from) income taxes (see Note 13) (87) 311 130
-------- -------- --------
Net income from continuing operations, before cumulative effect of
accounting changes 1,259 1,038 1,292
Discontinued operations
Net income (loss) from operations (17) (26) 2
Net loss on disposal (174) -- --
-------- -------- --------
(191) (26) 2
Cumulative effect of accounting changes -- (300) --
-------- -------- --------
Net Income $ 1,068 $ 712 $ 1,294
======== ======== ========
Preferred stock dividend requirements $ 101 $ 99 $ 103
-------- -------- --------
Net income available for common stock $ 967 $ 613 $ 1,191
======== ======== ========
Net Income Per
Common Share (dollars)
Net income (loss) before cumulative effect of accounting changes
Continuing operations $ 4.47 $ 3.63 $ 4.60
Discontinued operations (.73) (.10) .01
Cumulative effect of accounting changes -- (1.16) --
-------- -------- --------
Net income $ 3.74 $ 2.37 $ 4.61
======== ======== ========
Average Number of
Common Shares
Outstanding (thousands) 258,923 258,656 258,410
======== ======== ========
Retained Earnings Balance at beginning of year $ 7,312 $ 7,514 $ 7,150
Add: Net income 1,068 712 1,294
Tax benefit on unallocated ESOP Convertible Preferred Stock
dividends 13 13 --
Deduct: Dividends declared on
Common stock ($3.20 per share in 1993, 1992 and 1991) 828 828 827
Preferred stock 102 99 103
-------- -------- --------
Balance at end of year $ 7,463 $ 7,312 $ 7,514
======== ======== ========
*Results for 1992 and 1991 have been reclassified to separately identify
discontinued operations (see Note 3).
See accompanying notes to consolidated financial statements.
Texaco Inc. 1993 Annual Report to Stockholders page 34.
Consolidated Balance Sheet
Millions of dollars
--------------------
As of December 31 1993 1992
- ----------------------------------------------------------------------------------------------------------------------------------
Assets Current Assets
Cash and cash equivalents $ 488 $ 461
Short-term investments--1993 at fair value, 1992 at cost,
which approximates market 48 21
Accounts and notes receivable (includes receivables from significant
affiliates of $199 million in 1993 and $259 million in 1992),
less allowance for doubtful accounts of $28 million in 1993 and
$24 million in 1992 3,529 3,390
Inventories 1,298 1,461
Net assets of discontinued operations (see Note 3) 1,180 --
Deferred income taxes and other current assets 322 278
------- -------
Total current assets 6,865 5,611
Investments and Advances 4,984 4,533
Net Properties, Plant and Equipment 14,171 15,226
Deferred Charges 606 622
------- -------
Total $26,626 $25,992
======= =======
Liabilities and
Stockholders' Equity
Current Liabilities
Notes payable, commercial paper and current portion of long-term debt $ 669 $ 140
Accounts payable and accrued liabilities (includes payables to
significant affiliates of $81 million in 1993 and $80 million
in 1992) 3,324 3,177
Estimated income and other taxes 763 908
------- -------
Total current liabilities 4,756 4,225
Long-Term Debt and Capital Lease Obligations 6,157 6,441
Deferred Income Taxes 1,162 1,370
Employee Retirement Benefits 1,104 1,102
Deferred Credits and Other Noncurrent Liabilities 2,636 2,693
Minority Interest in Subsidiary Companies 532 188
------- -------
Total 16,347 16,019
Stockholders' Equity
Variable Rate Cumulative Preferred Stock 648 648
Market Auction Preferred Shares 300 300
ESOP Convertible Preferred Stock 536 543
Unearned employee compensation (337) (385)
Common stock--274,293,417 shares issued 1,714 1,714
Paid-in capital in excess of par value 655 654
Retained earnings 7,463 7,312
Currency translation adjustment 18 (24)
Unrealized net gain on investments 58 --
------- -------
11,055 10,762
Less--Common stock held in treasury, at cost--15,273,372 shares in 1993
and 15,545,777 shares in 1992 776 789
------- -------
Total stockholders' equity 10,279 9,973
------- -------
Total $26,626 $25,992
======= =======
See accompanying notes to consolidated financial statements.
Texaco Inc. 1993 Annual Report to Stockholders page 35.
Statement of Consolidated
Stockholders' Equity
Shares in thousands; amounts in millions of dollars
--------------------------------------------------------------
1993 1992 1991
- ----------------------------------------------------------------------------------------------------------------------------------
Shares Amount Shares Amount Shares Amount
--------------- --------------- ----------------
Preferred stock--par value $1;
Shares authorized--30,000,000
Series C Variable Rate Cumulative Preferred Stock--stated value
of $50 per share
Beginning and end of year 5,334 $ 267 5,334 $ 267 5,334 $ 267
------- ------- ------- ------- ------- -------
Series E Variable Rate Cumulative Preferred Stock--stated value
of $100,000 per share
Beginning and end of year 4 381 4 381 4 381
------- ------- ------- ------- ------- -------
Market Auction Preferred Shares (Series G, H, I and J)--liquidation
preference of $250,000 per share
Beginning of year 1 300 -- --
Issuance -- -- 1 300
------- ------- ------- -------
End of year 1 300 1 300
------- ------- ------- -------
Series B ESOP Convertible Preferred Stock--liquidation value
of $600 per share
Beginning of year 823 494 828 497 831 499
Retirements (11) (7) (5) (3) (3) (2)
------- ------- ------- ------- ------- -------
End of year 812 487 823 494 828 497
------- ------- ------- ------- ------- -------
Series F ESOP Convertible Preferred Stock--liquidation value
of $737.50 per share
Beginning of year 67 49 68 50 68 50
Retirements (1) -- (1) (1) -- --
------- ------- ------- ------- ------- -------
End of year 66 49 67 49 68 50
------- ------- ------- ------- ------- -------
Unearned employee compensation (related to ESOP preferred stock and
restricted stock awards)
Beginning of year (385) (435) (479)
Establishment (10) -- --
Amortization and other 58 50 44
------- ------- -------
End of year (337) (385) (435)
------- ------- -------
Common stock--par value $6.25;
Shares authorized--350,000,000
Issued 274,293 1,714 274,293 1,714 274,293 1,714
------- ------- ------- ------- ------- -------
Common stock held in treasury, at cost
Beginning of year 15,545 (789) 15,799 (799) 16,132 (813)
Debenture conversions -- -- (12) 1 (17) 1
Other--mainly employee compensation plans (272) 13 (242) 9 (316) 13
------- ------- ------- ------- ------- -------
End of year 15,273 (776) 15,545 (789) 15,799 (799)
------- ------- ------- ------- ------- -------
Paid-in capital in excess of par value
Beginning of year 654 658 656
Issuance of preferred stock and treasury
stock transactions relating to investor
services plan and employee compensation
plans 1 (4) 2
------- ------- -------
End of year 655 654 658
------- ------- -------
Retained earnings--End of year* 7,463 7,312 7,514
------- ------- -------
Currency translation adjustment
Beginning of year (24) (19) (40)
Change during year 42 (5) 21
------- ------- -------
End of year 18 (24) (19)
------- ------- -------
Unrealized net gain on investments--End of year 58 -- --
------- ------- -------
Stockholders' equity--End of year $10,279 $9,973 $9,828
======= ======= =======
*For changes during the years, refer to accompanying Statement of Consolidated Retained Earnings.
See accompanying notes to consolidated financial statements.
Texaco Inc. 1993 Annual Report to Stockholders page 36.
Statement of Consolidated Cash Flows
Millions of dollars
--------------------------
For the years ended December 31 1993 1992 1991
- ----------------------------------------------------------------------------------------------------------------------------------
Operating Activities Net income $1,068 $ 712 $1,294
Reconciliation to net cash provided by (used in) operating activities
Loss on disposal of discontinued operations 223 -- --
Cumulative effect of accounting changes -- 300 --
Depreciation, depletion and amortization 1,631 1,627 1,560
Deferred income taxes (283) 67 35
Exploratory expenses 352 349 436
Minority interest in net income 17 18 16
Dividends from affiliates, less than equity in income (227) (149) (288)
Changes in operating working capital
Accounts and notes receivable (275) 650 786
Inventories 26 45 (125)
Accounts payable and accrued liabilities (215) (529) (1,061)
Other--mainly estimated income and other taxes (108) (184) 156
Other--net 153 (231) 157
------ ------ ------
Net cash provided by operating activities 2,362 2,675 2,966
Investing Activities Capital and exploratory expenditures (2,326) (2,533) (2,795)
Proceeds from sales of assets 373 176 221
Purchases of investment instruments (1,342) (1,457) (860)
Sales of investment instruments 1,258 1,303 982
Other--net (7) (2) 70
------ ------ ------
Net cash used in investing activities (2,044) (2,513) (2,382)
Financing Activities Borrowings having original terms in excess of three months
Proceeds 821 1,707 1,883
Repayments (796) (1,529) (1,022)
Net increase (decrease) in other borrowings 296 (49) (319)
Issuance of preferred stock -- 300 --
Issuance of preferred stock by subsidiaries 425 -- --
Dividends paid to the company's stockholders
Common (828) (828) (827)
Preferred (101) (99) (103)
Dividends paid to minority shareholders (84) (8) (21)
Other--net (11) -- --
------ ------ ------
Net cash used in financing activities (278) (506) (409)
Effect of Exchange Rate Changes on Cash and Cash Equivalents (13) (38) (25)
------ ------ ------
Increase (Decrease) in Cash and Cash Equivalents 27 (382) 150
Cash and Cash Equivalents at Beginning of Year 461 843 693
------ ------ ------
Cash and Cash Equivalents at End of Year $ 488 $ 461 $ 843
====== ====== ======
See accompanying notes to consolidated financial statements.
Texaco Inc. 1993 Annual Report to Stockholders page 37.
Notes to Consolidated Financial Statements
Note 1.
Description
of Significant
Accounting
Policies
Principles of Consolidation
The consolidated financial statements consist of the accounts of
Texaco Inc. and subsidiary companies owned directly or indi-
rectly more than 50 percent. Intercompany accounts and trans-
actions are eliminated.
The U.S. Dollar is the functional currency of all the com-
pany's operations and of a substantial portion of the operations
of its affiliates accounted for on the equity method.
Cash Equivalents
Highly liquid investments with a maturity of three months
or less when purchased are generally considered to be
cash equivalents.
Inventories
Virtually all inventories of crude oil, petroleum products and
petrochemicals are stated at cost, determined on the last-in, first-
out (LIFO) method. Other merchandise inventories are stated
at cost, determined on the first-in, first-out (FIFO) method.
Materials and supplies are stated at average cost. Inventories are
valued at the lower of cost or market.
Investments and Advances
The equity method of accounting is used for investments in cer-
tain affiliates owned 50 percent or less, including corporate joint
ventures and partnerships. Under this method, equity in the pre-
tax income or losses of partnerships and in the net income or
losses of corporate joint-venture companies is reflected currently
in Texaco's revenues, rather than when realized through divi-
dends or distributions. Investments in the entities accounted for
on this method generally reflect Texaco's equity in their under-
lying net assets.
The company's interest in the net income of affiliates
accounted for at cost is reflected in net income when realized
through dividends.
Properties, Plant and Equipment and
Depreciation, Depletion and Amortization
Texaco follows the "successful efforts" method of accounting for
its oil and gas exploration and producing operations.
Lease acquisition costs related to properties held for oil, gas
and mineral production are capitalized when incurred. Unproved
properties with acquisition costs which are individually signifi-
cant are assessed on a property-by-property basis, and a loss is
recognized, by provision of a valuation allowance, when the
assessment indicates an impairment in value. Unproved proper-
ties with acquisition costs which are not individually significant
are generally aggregated and the portion of such costs estimated
to be nonproductive, based on historical experience, is amortized
on an average holding period basis.
Exploratory costs, excluding the costs of exploratory wells,
are charged to expense as incurred. Costs of drilling exploratory
wells, including stratigraphic test wells, are capitalized pending
determination whether the wells have found proved reserves
which justify commercial development. If such reserves are not
found, the drilling costs are charged to exploratory expenses.
Intangible drilling costs applicable to productive wells and to
development dry holes, as well as tangible equipment costs
related to the development of oil and gas reserves, are capitalized.
The costs of productive leaseholds and other capitalized
costs related to producing activities, including tangible and intan-
gible costs, are amortized principally by field on the unit-of-
production basis by applying the ratio of produced oil and gas
to estimated recoverable proved oil and gas reserves. Estimated
future restoration and abandonment costs are taken into account
in determining amortization and depreciation rates.
Depreciation of properties, plant and equipment related to
facilities other than producing properties is provided generally on
the group plan, using the straight-line method, with depreciation
rates based upon estimated useful life applied to the cost of each
class of property. Marine vessels are depreciated based on esti-
mated useful lives using the straight-line method.
Capitalized nonmineral leases are amortized over the esti-
mated useful life of the asset or the lease term, as appropriate,
using the straight-line method.
Periodic maintenance and repairs applicable to marine
vessels and manufacturing facilities are accounted for on the
accrual basis. Normal maintenance and repairs of all other prop-
erties, plant and equipment are charged to expense as incurred.
Renewals, betterments and major repairs that materially extend
the useful life of properties are capitalized and the assets
replaced, if any, are retired.
When capital assets representing complete units of property
are disposed of, the difference between the disposal proceeds and
net book value is credited or charged to income. When miscella-
neous business properties are disposed of, the difference between
asset cost and salvage value is charged or credited to accumulated
depreciation.
Environmental Expenditures
Environmentally related remediation costs are recorded as lia-
bilities and expensed when remediation of a property is probable
and the related costs can be reasonably estimated. If recoveries of
environmental costs from third parties are reasonably assured, a
receivable is recorded. Other environmental expenditures, that
are principally maintenance or preventive in nature, are recorded
when expended and are expensed or capitalized as appropriate.
Minority Interest in Subsidiary Companies
Minority interest in the Consolidated Balance Sheet reflects
minority owners' share of stockholders' equity in subsidiaries.
Texaco Inc. 1993 Annual Report to Stockholders page 38.
Deferred Income Taxes
For all periods presented, deferred income taxes are determined
utilizing a liability approach. This approach gives consideration
to the future tax consequences associated with differences
between financial accounting and tax bases of assets and liabili-
ties. These differences relate to items such as depreciable and
depletable properties, exploratory and intangible drilling costs,
nonproductive leases, merchandise inventories and certain liabili-
ties. This approach gives immediate effect to changes in income
tax laws upon enactment. The income statement effect is derived
from changes in deferred income taxes on the balance sheet.
Provision is not made for possible income taxes payable
upon distribution of accumulated earnings of foreign subsidiary
companies and affiliated corporate joint-venture companies
when such earnings are deemed to be permanently reinvested.
The company adopted Statement of Financial Accounting
Standards 109 as of January 1, 1992. For additional information,
refer to Note 2, Changes in Accounting Principles.
Net Income per Common Share
Primary net income per common share is based on net income
less preferred stock dividend requirements divided by the aver-
age number of common shares outstanding and common equiva-
lents. Fully diluted net income per common share assumes full
conversion of all convertible securities into common stock at the
later of the beginning of the year or date of issuance (unless
antidilutive).
Accounting for 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 only be resolved when one or more future events occur or
fail to occur. Such contingent liabilities are assessed by the com-
pany's management and legal counsel. 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, the com-
pany'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 proba-
ble that a material loss has been incurred and the amount of the
liability can be estimated, then the estimated liability would be
accrued in the company's financial statements. If the assessment
indicates that a potentially material loss contingency is not prob-
able, 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 if determinable
and material, would be disclosed.
Loss contingencies considered remote are generally not
disclosed unless they involve guarantees, in which case the
nature of the guarantee would be disclosed. However, in some
instances in which disclosure is not otherwise required, the com-
pany may disclose contingent liabilities of an unusual nature
which, in the judgment of management and its legal counsel,
may be of interest to shareholders or others.
Note 2. Changes in
Accounting Principles
In 1993, the company adopted the following Statements of
Financial Accounting Standards (SFAS).
Employers' Accounting for Postemployment Benefits--SFAS 112
requires companies to accrue the cost of postemployment bene-
fits either during the years that the employee renders the neces-
sary service or at the date of the event giving rise to the benefit,
depending upon whether certain conditions are met. Adoption
of the Standard as of January 1, 1993 did not impact 1993 net
income since the company had been accounting for substantially
all of these costs in accordance with the new Standard.
Accounting for Certain Investments in Debt and Equity Securities--
SFAS 115 requires that investments in equity securities that have
readily determinable fair values and all investments in debt
securities be classified into three categories based on manage-
ment's intent. Such investments are to be reported at fair value
except for investments intended to be held to maturity which
are to be reported at amortized cost. Previously, all such invest-
ments were accounted for at amortized cost.
The cumulative effect on the consolidated financial state-
ments of adopting SFAS 115 as of December 31, 1993 was not
material. Adoption of this Standard resulted in an increase in
stockholders' equity of $58 million, after related income taxes,
representing unrealized net gains applicable to securities catego-
rized as available-for-sale under the new Standard. SFAS 115 pro-
hibits restatement of previous financial statements.
During the fourth quarter of 1992, the company and its sig-
nificant affiliates adopted the following Statements, retroactive to
January 1, 1992.
Employers' Accounting for Postretirement Benefits Other Than
Pensions--SFAS 106 requires accrual of the cost of postretirement
benefits over the estimated service lives of employees. For
Texaco, these benefits principally relate to life insurance and
health-care coverage. Previously, such costs were accounted for
on a pay-as-you-go basis. The adoption of SFAS 106 resulted
in a cumulative after-tax charge of $536 million, or $2.07 per
common share, and an after-tax charge for the year 1992 of
$27 million, or $.10 per common share.
Texaco Inc. 1993 Annual Report to Stockholders page 39.
Note to Consolidated Financial Statements
continued
Accounting for Income Taxes--SFAS 109 maintains the liability
concept of income tax accounting in SFAS 96, but allows
for the assumption of future taxable income in the recognition
of deferred tax assets. Additionally, under SFAS 109 deferred
taxes are not recorded on the differences between the historic
and current translation rates for accounts translated for finan-
cial reporting at historic rates. SFAS 96 required the recording
of deferred taxes on such differences. The adoption of SFAS 109
resulted in a cumulative benefit of $236 million, or $.91 per
common share, and a benefit for the year 1992 of $177 million,
or $.68 per common share.
Note 3. Discontinued
Operations
In the third quarter of 1993, Texaco made the determination that
substantially all of its worldwide chemical operations would
be sold and therefore has accounted for these operations
as discontinued operations. Memorandums of understanding
were entered into with Huntsman Financial Corporation
("Huntsman"), an affiliate of the Jon M. Huntsman Group of
Companies, for the sale of these discontinued operations. Except
for the additives portion of the chemical business, the sale to
Huntsman is expected to be completed in the first quarter of
1994, subject to completing a definitive agreement and obtaining
any required governmental approvals. The sale of the additives
business is expected to take place by September 30, 1994. Texaco
has agreed to cooperate with Huntsman, at their request, to sell
the additives business to a third party. The combined purchase
price of the chemical businesses is $1,045 million, consisting of
cash and notes of approximately $200 to $250 million. Huntsman
will assume current liabilities and ongoing contractual obliga-
tions, while Texaco will retain the remaining obligations appli-
cable to events occurring prior to the date of closing.
The results for chemical operations to be sold have been
classified as discontinued operations for all periods presented
in the Statement of Consolidated Income. The assets and lia-
bilities of discontinued operations have been reclassified in the
December 31, 1993 Consolidated Balance Sheet from their histor-
ical classifications to separately reflect them as net assets of dis-
continued operations. The Consolidated Balance Sheet for the
prior period has not been restated. Discontinued operations have
not been segregated in the Statement of Consolidated Cash Flows
for 1993 and prior years. Therefore, amounts for certain captions
will not agree with the restated Statement of Consolidated
Income.
Related party transactions between the discontinued opera-
tions and Texaco's significant affiliates included both sale and
purchase transactions. Sales to affiliates amounted to $67 million,
$81 million and $86 million for 1993, 1992 and 1991, respectively.
For the years 1993, 1992 and 1991, purchases from affiliates
amounted to $118 million, $102 million and $103 million, respec-
tively. Receivables from and payables to these affiliates at the end
of each of these periods were immaterial.
The summarized results of discontinued operations and
related per common share effects are as follows:
For the years ended December 31 (Millions of dollars) 1993 1992 1991
- -------------------------------------------------------------------------------------
Revenues $1,114 $1,128 $1,160
====== ====== ======
Loss from operations before
income taxes $ (19) $ (44) $ (2)
Benefit from income taxes 2 18 4
------ ------ ------
Net income (loss) from
operations $ (17) $ (26) $ 2
------ ------ ------
Loss on disposal
before income taxes* $ (223) $ -- $ --
Benefit from income taxes 49 -- --
------ ------ ------
Net loss on disposal $ (174) $ -- $ --
------ ------ ------
Total net income (loss) $ (191) $ (26) $ 2
====== ====== ======
*1993 includes losses in phase-out period of $19 million.
Per common share (dollars)
Net income (loss) from
operations $ (.06) $ (.10) $ .01
Loss on disposal (.67) -- --
------ ------ ------
Total net income (loss) $ (.73) $ (.10) $ .01
====== ====== ======
Summarized balance sheet data for the discontinued operations
as of December 31, 1993 is as follows. The difference between the
net assets below and the purchase price is reflected in current lia-
bilities in the Consolidated Balance Sheet as of that date.
Assets Millions of dollars
--------------------
Current Assets
Accounts receivable $ 128
Inventories 121
Other 25
------
Total current assets 274
Net Properties, Plant and
Equipment 1,025
Other Noncurrent Assets 9
------
Total $1,308
------
Liabilities
Current Liabilities $ 109
Noncurrent Liabilities 19
------
Total $ 128
------
Net Asset of discontinued operations $1,180
======
Note 4. Inventories
As of December 31 (Millions of dollars) 1993 1992
- ------------------------------------------------------------------
Crude oil $ 304 $ 290
Petroleum products 726 707
Petrochemicals -- 128
Other merchandise 52 55
Materials and supplies 216 281
------ ------
Total $1,298 $1,461
====== ======
The excess of estimated current cost over the book value of
inventories carried on the LIFO basis of accounting was approxi-
mately $137 million and $259 million at December 31, 1993
and 1992, respectively. Petrochemical and related materials and
supplies inventories at December 31, 1993 have been included as
part of net assets of discontinued operations.
Texaco Inc. 1993 Annual Report to Stockholders page 40.
Note 5. Investments
and Advances
Investments in affiliates, including corporate joint ventures and
partnerships, owned 50% or less are accounted for on the equity
method. Texaco's total investments and advances are summarized
as follows:
As of December 31 (Millions of dollars) 1993 1992
- ------------------------------------------------------------------
Affiliates accounted for on the equity method
Caltex group of companies
Exploration and production $ 500 $ 450
Manufacturing, marketing
and distribution 1,647 1,460
------ ------
Total Caltex group of companies 2,147 1,910
Star Enterprise 863 813
Other affiliates 731 745
------ ------
3,741 3,468
Miscellaneous investments, long-term
receivables, etc., less reserve 1,243 1,065
------ ------
Total $4,984 $4,533
====== ======
Texaco's equity in the net income of affiliates accounted for on
the equity method, adjusted to reflect income taxes for partner-
ships whose income is directly taxable to Texaco, is as follows:
For the years ended December 31
(Millions of dollars) 1993 1992 1991
- ------------------------------------------------------------------
Equity in net income
Caltex group of companies
Exploration and production $134 $154 $166
Manufacturing, marketing
and distribution 227 180 255
---- ---- ----
Total Caltex group of companies 361 334 421
Star Enterprise 61 7 85
Cumulative effect of accounting
changes--Caltex and Star -- (11) --
Other affiliates 108 125 102
---- ---- ----
Total $530 $455 $608
==== ==== ====
Dividends received from
these companies $366 $351 $389
==== ==== ====
The undistributed earnings of these affiliates accounted for on
the equity method included in Texaco's retained earnings were
$2,585 million, $2,363 million and $2,239 million as of
December 31, 1993, 1992 and 1991, respectively.
Caltex Group
Texaco has investments in the Caltex group of companies, owned
50% by Texaco and 50% by Chevron Corporation. The Caltex
group consists of Caltex Petroleum Corporation and subsidiaries,
P.T. Caltex Pacific Indonesia and American Overseas Petroleum
Limited and subsidiaries. This group of companies is engaged in
the exploration for and production, transportation, refining and
marketing of crude oil and products in Africa, Asia, the Middle
East, Australia and New Zealand.
Star Enterprise
Star Enterprise (Star) is a joint-venture partnership owned 50%
by Texaco and 50% by the Saudi Arabian Oil Company. The
partnership refines, distributes and markets Texaco-branded
petroleum products in 26 East and Gulf Coast states and the
District of Columbia.
The table below provides summarized financial information on
a 100 percent basis for the Caltex group, Star and all other affil-
iates accounted for on the equity method, as well as Texaco's
share. The net income of all partnerships, including Star, is
net of estimated income taxes. The actual income tax liability
is reflected in the accounts of the respective partners and not
shown in the table below.
Star's assets at the respective balance sheet dates include
the remaining portion of the assets which were originally trans-
ferred from Texaco to Star at the fair market value on the date of
formation. Texaco's investment and equity in the income of Star,
as reported in the consolidated financial statements, reflect the
remaining unamortized historical carrying cost of the assets
transferred to Star at formation. Additionally, Texaco's invest-
ment includes adjustments necessary to reflect contractual
arrangements on the formation of this partnership, principally
involving contributed inventories.
Caltex group Star Enterprise Other equity affiliates Texaco's share
----------------------- --------------------- ------------------------ ----------------------
Millions of dollars 1993 1992 1991 1993 1992 1991 1993 1992 1991 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------------------------------
For the years ended December 31:
Gross revenues $15,648 $17,527 $15,921 $6,252 $6,825 $7,165 $3,233 $2,891 $2,387 $12,150 $13,229 $12,377
Income before income taxes and
cumulative effect of accounting
changes $ 1,178 $ 1,178 $ 1,526 $ 194 $ 29 $ 265 $ 633 $ 634 $ 563 $ 852 $ 781 $ 1,059
Net income (loss)* $ 720 $ 720 $ 839 $ 126 $ (53) $ 175 $ 406 $ 416 $ 346 $ 530 $ 455 $ 608
======= ======= ======= ====== ====== ====== ====== ====== ====== ======= ======= =======
As of December 31:
Current assets $ 2,123 $ 2,378 $ 2,494 $1,015 $1,081 $1,089 $ 635 $ 675 $ 572 $ 1,637 $ 1,826 $ 1,829
Noncurrent assets 6,266 5,485 4,869 3,188 3,097 2,813 3,481 3,464 3,433 5,888 5,463 4,989
Current liabilities (2,411) (2,453) (2,398) (647) (717) (665) (755) (774) (784) (1,835) (1,862) (1,850)
Noncurrent liabilities
and deferred credits (1,537) (1,453) (1,354) (1,161)(1,170) (762) (1,928) (1,979)(1,915) (1,876) (1,890) (1,576)
Minority interest in
subsidiary companies (146) (138) (126) -- -- -- -- -- -- (73) (69) (63)
------- ------- ------- ------ ------ ------ ------ ------ ------ ------- ------- -------
Net assets (or partners' equity) $ 4,295 $ 3,819 $ 3,485 $2,395 $2,291 $2,475 $1,433 $1,386 $1,306 $ 3,741 $ 3,468 $ 3,329
======= ======= ======= ====== ====== ====== ====== ====== ====== ======= ======= =======
*Net income (loss) for 1992 includes the cumulative effect of accounting changes. For the Caltex group, this represents an
after-tax charge of $26 million for SFAS 106 and a benefit of $77 million for SFAS 109.
For Star Enterprise, adoption of SFAS 106 resulted in an after-tax charge of $72 million.
Texaco Inc. 1993 Annual Report to Stockholders page 41.
Notes to Consolidated Financial Statements
continued
Note 6. Properties,
Plant and Equipment
As of December 31 (Millions of dollars) 1993 1992
- -----------------------------------------------------------------------------------------------------
Gross Net Gross Net
----------------- -----------------
Exploration and production $24,759 $ 8,829 $24,840 $ 9,033
Manufacturing 2,932 1,891 2,538 1,620
Marketing 3,123 2,250 2,946 2,134
Marine 379 125 414 150
Pipe lines 915 397 990 457
Petrochemical -- -- 1,885 1,137
Other 1,041 679 1,040 695
------- ------- ------- -------
Total $33,149 $14,171 $34,653 $15,226
------- ------- ------- -------
Capital lease amounts included above $ 578 $ 122 $ 597 $ 144
======= ======= ======= =======
Accumulated depreciation, depletion and amortization totaled
$18,978 million and $19,427 million at December 31, 1993 and 1992,
respectively. Net property, plant and equipment for discontinued
operations at December 31, 1993 has been reflected in net assets
of discontinued operations in the Consolidated Balance Sheet.
Note 7. Notes Payable,
Commercial Paper
and Current Portion
of Long-Term Debt
As of December 31 (Millions of dollars) 1993 1992 1991
- -------------------------------------------------------------------------------
Commercial paper $1,195 $1,090 $1,136
Notes payable to banks and others
with originating terms of one
year or less 76 392 56
Current portion of long-term debt
and capital lease obligations
Indebtedness 376 453 77
Capital lease obligations 47 45 62
------ ------ ------
1,694 1,980 1,331
Less short-term obligations
intended to be refinanced
(see Note 9) 1,025 1,840 --
------ ------ ------
Total $ 669 $ 140 $1,331
====== ====== ======
The following table reflects data on commercial paper and notes
payable to banks. The averages were determined by using the
average of the amounts outstanding as of each day for commer-
cial paper and each month-end for notes payable to banks.
Millions of dollars 1993 1992 1991
- -------------------------------------------------------------------------------
Weighted average interest rate at
December 31 3.4% 3.7% 5.1%
Maximum outstanding at
any month-end $2,066 $2,538 $2,212
Average amount outstanding for
the year $1,793 $1,719 $1,752
Weighted average interest rate for
the year 3.3% 3.7% 5.9%
====== ====== ======
Note 8. Accounts
Payable and Accrued
Liabilities
As of December 31 (Millions of dollars) 1993 1992
- ------------------------------------------------------------------
Trade $1,887 $2,038
Other 1,437 1,139
------ ------
Total $3,324 $3,177
====== ======
Texaco Inc. 1993 Annual Report to Stockholders page 42.
Note 9. Long-Term
Debt and Capital
Lease Obligations
As of December 31 (Millions of dollars) 1993 1992
- ---------------------------------------------------------------------------------------------------------------------------
Long-Term Debt
6 7/8% Guaranteed notes, due 1999 $ 200 $ 200
6 7/8% Guaranteed debentures, due 2023 195 --
7 1/2% Guaranteed debentures, due 2043 198 --
7 3/4% Guaranteed debentures, due 2033 198 --
7 7/8% Guaranteed notes, due 1995 150 150
8% Guaranteed debentures, due 2032 147 147
8 1/4% Guaranteed debentures, due 2006 149 149
8 3/8% Guaranteed debentures, due 2022 198 198
8 1/2% Guaranteed notes, due 2003 199 199
8 5/8% Guaranteed debentures, due 2010 150 150
8 5/8% Guaranteed debentures, due 2031 199 199
8 5/8% Guaranteed debentures, due 2032 199 199
8.65% Guaranteed notes, due 1998 200 200
8 7/8% Guaranteed debentures, due 2021 150 150
9% Guaranteed notes, due 1994 250 250
9% Guaranteed notes, due 1996 400 400
9% Guaranteed notes, due 1997 200 200
9% Guaranteed notes, due 1999 200 200
9 3/4% Guaranteed debentures, due 2020 250 250
Medium-term notes, maturing from 1994 to 2043 (7.8%) 692 635
Pollution Control Revenue Bonds, due 2012--variable rate (2.6%) 166 166
Other long-term debt:
Texaco Inc.--Guarantee of ESOP Series B and F loans--fixed and variable rates (3.8%) 329 385
U.S. dollars (6.4%) 254 337
Other currencies (9.9%) 51 59
------ ------
Total 5,324 4,823
Capital Lease Obligations (See Note 10) 231 276
------ ------
5,555 5,099
Less current portion of long-term debt and capital lease obligations 423 498
------ ------
5,132 4,601
Short-term obligations intended to be refinanced 1,025 1,840
------ ------
Total long-term debt and capital lease obligations $6,157 $6,441
====== ======
The percentages reflected for variable rate debt are the interest
rates at December 31, 1993. The percentages reflected for the
categories "Medium-term notes" and "Other long-term debt" are
the weighted average interest rates at year-end 1993. Where
applicable, principal amounts reflected in the preceding sched-
ule include unamortized premium or discount.
During 1993, the company completed public long-term
debt offerings totaling $732 million, which included $132 million
under Texaco's medium-term note program. Also, the company
redeemed prior to maturity $71 million of 5 3/4% debentures due
in 1997. In 1992, the company redeemed prior to maturity some
$960 million of high-cost debt.
At December 31, 1993, Texaco was party to revolving credit
facilities with commitments of $2.35 billion with syndicates of
major U.S. and international banks, available as support of the
issuance of the company's commercial paper, as well as for work-
ing capital and for other general corporate purposes. Texaco had
no amounts outstanding under these facilities at year-end 1993.
Texaco pays a commitment fee on the unused portion of the
$350 million facility and a facility fee on the $2 billion facility.
The banks reserve the right to terminate the credit facilities
upon the occurrence of certain specific events, including change
in control.
At December 31, 1993, Texaco's long-term debt included
$1,025 million of debt scheduled to mature during 1994, which
the company has both the intent and the ability to refinance
on a long-term basis, through the use of its $2 billion revolving
credit facility.
Contractual annual maturities of long-term debt, including
sinking fund payments and other redemption requirements, for
the five years subsequent to December 31, 1993 are as follows
(in millions): 1994--$376; 1995--$414; 1996--$426; 1997--$345;
and 1998--$289. The preceding maturities are before considera-
tion of short-term obligations intended to be refinanced and
also exclude capital lease obligations.
Texaco Inc. 1993 Annual Report to Stockholders page 43.
Notes to Consolidated Financial Statements
continued
Note 10. Lease
Commitments and
Rental Expense
The company has leasing arrangements involving service sta-
tions, tanker charters and other facilities. Amounts due under
capital leases are reflected in the company's balance sheet as
obligations, while Texaco's interest in the related assets is prin-
cipally reflected as properties, plant and equipment. The remain-
ing lease commitments are operating leases, and payments on
such leases are recorded as rental expense.
As of December 31, 1993, Texaco Inc. and its subsidiary
companies (excluding discontinued operations) had estimated
minimum commitments for payment of rentals (net of non-
cancelable sublease rentals) under leases which, at inception,
had a noncancelable term of more than one year, as follows:
Operating Capital
Millions of dollars leases leases
- ------------------------------------------------------------------
1994 $157 $ 80
1995 94 65
1996 78 48
1997 72 30
1998 61 29
After 1998 476 126
---- ----
Total lease commitments $938 378
====
Less amounts representing
Executory costs 48
Interest 149
Add noncancelable sublease
rentals netted in capital lease
commitments above 50
----
Present value of total capital
lease obligations $231
====
Rental expense (excluding discontinued operations) relative to
operating leases, including contingent rentals based on factors
such as gallons sold, is provided in the table below. Such
payments do not include rentals on leases covering oil and
gas mineral rights.
Millions of dollars 1993 1992 1991
- -------------------------------------------------------------------------------
Rental expense
Minimum lease rentals $238 $252 $249
Contingent rentals 20 24 19
---- ---- ----
Total 258 276 268
Less rental income on
properties subleased
to others 36 36 32
---- ---- ----
Net rental expense $222 $240 $236
==== ==== ====
In 1992, Texaco as lessee entered into a five year agreement for
the leasing of a chemical manufacturing plant to be constructed in
Port Neches, Texas. The lease provides for a substantial residual
value guarantee by the lessee at the termination of the lease.
Both the lease payment amount and the residual value guarantee
amount for this operating lease are dependent upon the final con-
struction costs of the plant and related facilities and accordingly
are not included in the preceding table of minimum rental
commitments. The accumulated construction in progress was
$359 million at December 31, 1993. Construction is expected to
be completed in late 1994. Huntsman, in the memorandum of
understanding with Texaco, will have an option for two years to
purchase 50% or 100% of Texaco's rights under this lease.
Note 11. Preferred
Stock and Rights
Series B ESOP Convertible Preferred Stock
An amendment to Texaco Inc.'s Employees Thrift Plan created
an Employee Stock Ownership Plan (ESOP) feature. In 1988, the
ESOP purchased 833,333 1/3 shares of Series B ESOP Convertible
Preferred Stock (Series B) from the company for $600 per share,
or an aggregate purchase price of $500 million. Texaco Inc.
guaranteed a $500 million variable-rate loan made to the ESOP
which was used to acquire the shares of Series B. Subsequently,
in 1991, Texaco Inc. refinanced approximately $103 million of
the outstanding balance through a Grantor Trust structure at
a fixed interest rate of 6.19%.
Dividends on each share of Series B are cumulative and
are payable semiannually at the rate of $57 per annum.
Cash dividends on Series B totaled $47 million for 1993, 1992
and 1991.
Participants may partially convert their Series B into com-
mon stock beginning at age 55, and may elect full conversion
upon retirement or separation from service with the company.
The conversion ratio and number of votes per share of Series B
are subject to adjustment under certain conditions. At present,
the Series B entitles a participant to 12.9 votes per share, voting
together with the holders of common stock, and is currently con-
vertible into 12.868 shares of common stock. As an alternative
to conversion, a participant can elect to receive $600 per share
of Series B, payable in cash or common stock. If the participant
elects to receive common stock, the company provides shares of
common stock to the plan trustee, who then transmits the shares
to the participant. Should the participant elect to receive cash, it
is the intent of the company to provide the plan trustee with
shares of common stock, so that the trustee can sell such shares
in the open market and have sufficient cash to transmit to the
participant. The shares of Series B may be redeemed by
Texaco Inc. at $628.50 per share through December 19, 1994,
and at prices declining to $600 per share on or after December
20, 1998. Also, Texaco Inc. may be required to redeem the
shares of Series B under certain circumstances.
Series C Variable Rate Cumulative Preferred Stock
In 1989, the company distributed to its stockholders as a special
dividend one share of Series C Variable Rate Cumulative
Preferred Stock (Series C) for each 50 shares of common stock
owned.
The Series C has a stated value of $50 per share, is non-
callable for five years (except under certain circumstances)
and is non-voting. Dividend rates are reset and paid quarterly,
based upon the highest prevailing yields of three U.S. Treasury
maturities (3-month, 10-year and 30-year), less 0.375 percent.
Dividends would be reset in the event of either a credit-rating
Texaco Inc. 1993 Annual Report to Stockholders page 44.
downgrade to below investment grade in the Series C or a
change in the U.S. Federal income tax dividends-received deduc-
tion percentage for corporate investors. During 1993, 1992 and
1991, cash dividends on Series C totaled $17 million ($3.26 per
share), $20 million ($3.69 per share) and $21 million ($3.94
per share), respectively.
Holders have an option to put the Series C to the company
between August 1, and September 22, 1994, at a price of $50 per
share, payable on September 30, 1994. The company may call
the Series C for redemption at a price of $50 per share plus
accrued and unpaid dividends in the event of an increase in the
dividend rate as the result of either a credit-rating downgrade to
below investment grade or a decrease in the dividends-received
deduction. The company may also call the stock unconditionally
anytime on or after September 30, 1994, at a price of $50 per
share plus accrued and unpaid dividends. A call by the company
or a put by the shareholders may be funded at the company's
option in either cash or an equivalent amount of common stock.
Series D Junior Participating Preferred Stock and Rights
In 1989, the company declared a dividend distribution of one
Right for each outstanding share of common stock. Under cer-
tain circumstances, each Right may be exercised to purchase
from the company a unit consisting of 1/100th of a share (Unit)
of Series D Junior Participating Preferred Stock (Series D), par
value $1.00 per share, at a purchase price of $150 per Unit (the
Purchase Price), subject to adjustment.
The Rights may only be exercised after a person has
acquired, or obtained the right to acquire, beneficial ownership
of 20% or more of the company's common stock other than
pursuant to a Qualifying Offer, or has commenced a tender offer
that would result in that person owning 20% or more of the com-
mon stock.
A Qualifying Offer is an all-cash, fully financed tender
offer for all outstanding shares of common stock which remains
open for 45 days, which results in the acquiror owning a
majority of the company's voting stock, and in which the
acquiror agrees to purchase for cash all remaining shares of
common stock.
The Rights expire on April 3, 1999, or sooner, upon the
acquisition of the company pursuant to a Qualifying Offer, and
may be redeemed by the company at a price of $.01 per Right at
any time prior to 10 days after the Rights become exercisable.
In the event that a person becomes the beneficial owner of
20% or more of the common stock other than pursuant to a
Qualifying Offer, each Right will thereafter entitle the holder to
receive, upon exercise of the Right, in lieu of the Series D, a
number of shares of common stock, property, cash or other
securities having a formula value equal to two times the exercise
price of the Right.
In the event that the company is acquired in a transaction
in which the company is not the surviving corporation, or in the
event 50% or more of the company's assets or earning power
is sold or transferred, each holder of a Right thereafter has the
right to receive, upon exercise, common stock of the acquiring
company having a value equal to two times the exercise price of
the Right.
Until a Right is exercised, the holder thereof, as such, has
no rights as a stockholder of the company, including the rights to
vote or to receive dividends.
As of December 31, 1993, there were 3,000,000 shares
designated as Series D with a liquidation value of $100 per share.
In general, the terms of the Series D have been designed so that
each Unit of Series D should be substantially the economic
equivalent of one share of common stock. The Series D will,
if issued, be junior to any other series of Preferred Stock which
may be authorized and issued, unless the terms of such other
series provide otherwise. Each share of the Series D which may
be issued will entitle the holder to receive a quarterly dividend
equal to the greater of (i) $5.00 per share or (ii) 100 times the
quarterly dividend declared per share of common stock, subject
to adjustment. In the event of liquidation of the company, the
holders of the Series D will be entitled to receive a preferred
liquidation payment of $100 per share plus accrued and unpaid
dividends to the date of payment, but in no event less than an
amount equal to 100 times the payment made per share of com-
mon stock, if greater. The Series D will be redeemable as a
whole, or in part, at any time, or from time to time, at the option
of the company at a redemption price per share equal to 100
times the then market price of a share of common stock, plus
accrued and unpaid dividends through the redemption date. Each
share of the Series D will have 100 votes, voting together with
the common stock. In the event of any merger, consolidation or
other transaction in which the shares of common stock are
exchanged, each share of the Series D will entitle the holder
thereof to receive 100 times the amount received per share of
common stock.
If dividends on the Series D are in arrears in an aggregate
amount equal to six quarterly dividends, the number of directors
of the company will be increased by two, and the holders of
the Series D outstanding at the time of such dividend arrearage,
voting separately as a class with any other series of preferred
stock likewise qualified to vote, will be entitled at the next
annual meeting to elect two directors. The Series D will also
have a separate class vote on certain matters which would
adversely affect the rights and preferences of the Series D.
The Purchase Price payable and the number of Units of
Series D or other securities or property issuable upon exercise
of the Rights are subject to adjustment from time to time in
certain events to prevent dilution.
Series E Variable Rate Cumulative Preferred Stock
In 1989, the company issued 3,814 shares of Series E Variable
Rate Cumulative Preferred Stock (Series E) in connection with
a merger transaction.
The Series E has a stated value of $100,000 per share, is
non-callable for five years (except under certain circumstances)
and is non-voting. Dividend rates are reset and paid quarterly,
based upon the highest prevailing yields of three U.S. Treasury
maturities (3-month, 10-year and 30-year), less 0.375 percent.
Texaco Inc. 1993 Annual Report to Stockholders page 45.
Notes to Consolidated Financial Statements
continued
Dividends would be reset in the event of either a credit-rating
downgrade to below investment grade in Series E or a change
in the U.S. Federal income tax dividends-received deduction
percentage for corporate investors. During 1993, 1992 and 1991,
cash dividends on Series E totaled $25 million ($6,513 per share),
$28 million ($7,375 per share) and $30 million ($7,875 per
share), respectively.
Holders can convert the shares of Series E at a price of
$100,000 per share into shares of common stock on December
31, 1994 and December 31, 1999. The company may call the
Series E for redemption at a price of $100,000 per share plus
accrued and unpaid dividends in the event the holders elect to
convert or in the event of an increase in the dividend rate as the
result of either a credit-rating downgrade to below investment
grade or a decrease in the dividends-received deduction. The
company may also call the stock unconditionally anytime on or
after December 31, 1994, at a price of $100,000 per share plus
accrued and unpaid dividends. A call by the company may be
funded at the company's option in either cash or an equivalent
amount of common stock. However, under certain circum-
stances, the call must be funded with an equivalent amount of
common stock.
Series F ESOP Convertible Preferred Stock
An amendment to Texaco Inc.'s Employees Savings Plan created
an Employee Stock Ownership Plan (ESOP) feature. In 1990,
the ESOP purchased 67,796.61 shares of Series F ESOP Convert-
ible Preferred Stock (Series F) from the company for $737.50
per share, or an aggregate purchase price of $50 million.
Texaco Inc. guaranteed a $50 million variable-rate loan made to
the ESOP which was used to acquire the shares of Series F.
Dividends on each share of Series F are cumulative and
are payable semiannually at the rate of $64.53 per annum. Cash
dividends on Series F totaled $4 million for both 1993 and 1992
and $5 million for 1991.
Participants may partially convert their Series F into com-
mon stock beginning at age 55, and may elect full conversion
upon retirement or separation from service with the company.
The conversion ratio and number of votes per share of Series F
are subject to adjustment under certain conditions. At present,
the Series F entitles a participant to 10 votes per share, voting
together with the holders of common stock, and is convertible
into 10 shares of common stock. As an alternative to conversion,
a participant can elect to receive $737.50 per share of Series F,
in cash or common stock. If the participant elects to receive
common stock, the company provides shares of common stock
to the plan trustee, who then transmits the shares to the partici-
pant. Should the participant elect to receive cash, it is the intent
of the company to provide the plan trustee with shares of com-
mon stock, so that the trustee can sell such shares in the open
market and have sufficient cash to transmit to the participant.
The shares of Series F may be redeemed by Texaco Inc. at
$776.22 per share through February 12, 1995, and at prices
declining to $737.50 per share on or after February 13, 2000.
Also, Texaco Inc. may be required to redeem the shares of
Series F under certain circumstances.
Market Auction Preferred Shares
On December 23, 1992, the company issued 1,200 shares of
cumulative variable rate preferred stock, called Market Auction
Preferred Shares (MAPS) in a private placement, for an aggregate
purchase price of $300 million. The MAPS are grouped into four
series (Series G, H, I and J) of $75 million each.
The initial dividend rate for each series was 3.25% per
annum, and the initial dividend periods ranged from seven to ten
weeks. The subsequent dividend rates for each series during
1993 were determined by Dutch auctions conducted at seven-
week intervals. During 1993, the annual dividend rate for the
MAPS ranged between 2.40% and 3.25% and cash dividends on
the MAPS totaled $8 million (Series G, H, I and J of $6,281,
$6,396, $6,549 and $6,762 per share, respectively). The MAPS
contain the flexibility for the length of the dividend periods to be
changed at each auction. Alternatively, the dividend rate and the
dividend period can be negotiated with potential investors.
The company may redeem the MAPS, in whole or in part, at
any time at a liquidation preference of $250,000 per share, plus
premium, if any, and accrued and unpaid dividends thereon.
The MAPS are non-voting, except under certain limited
circumstances.
Note 12. Foreign
Currency
Currency translations from continuing operations resulted in
pre-tax gains of $35 million in 1993, $182 million in 1992 and $27
million in 1991. After applicable income taxes, gains were $49
million in 1993, $230 million in 1992 and $48 million in 1991.
These amounts include Texaco's equity in such gains and losses
of affiliates accounted for on the equity method.
Not included in the above 1991 amount were currency
translation effects included in the Statement of Consolidated
Income as deferred income taxes, amounting to a gain of
$93 million. The comparable amounts for 1993 and 1992 are
included in currency translation as a result of the adoption of
SFAS 109, "Accounting for Income Taxes."
The currency gains in 1993 and 1991 were primarily related
to operations in developing countries which experienced high
inflation and currency devaluations throughout the year. The cur-
rency gains in 1992 related mostly to operations in the U.K.
reflecting the weakness of the Pound Sterling as well as opera-
tions in certain developing countries reflecting strong inflationary
factors and currency devaluations.
Currency translation adjustments reflected in the separate
stockholders' equity account result from translation items per-
taining to certain affiliates of Caltex.
Texaco Inc. 1993 Annual Report to Stockholders page 46.
Note 13. Taxes
1993 1992 1991
----------------------------- --------------------------- ---------------------------
United United United
Millions of dollars States Foreign Total States Foreign Total States Foreign Total
- ----------------------------------------------------------------------------------------------------------------------------------
Direct taxes
Provision (benefit) for income taxes
Current
U.S. Federal and foreign $ 5 $ 143 $ 148 $ 111 $ 103 $ 214 $ 93 $ (57) $ 36
U.S. state and local 14 -- 14 36 -- 36 -- -- --
Deferred
Tax law changes 17 (169) (152) -- -- -- -- -- --
Other (141) 44 (97) (82) 143 61 (46) 140 94
------ ------ ------ ------ ------ ------ ------ ------ ------
Total provision (benefit) for
income taxes (105) 18 (87) 65 246 311 47 83 130
Taxes other than income taxes
Oil and gas production 122 17 139 131 2 133 141 3 144
Sales and use 5 59 64 6 10 16 17 31 48
Property 124 16 140 112 21 133 120 18 138
Payroll 87 29 116 81 39 120 78 36 114
Other 75 15 90 59 69 128 73 34 107
------ ------ ------ ------ ------ ------ ------ ------ ------
Total taxes other than income
taxes 413 136 549 389 141 530 429 122 551
Import duties and other governmental
levies 42 3,735 3,777 39 3,743 3,782 45 3,335 3,380
------ ------ ------ ------ ------ ------ ------ ------ ------
Total direct taxes 350 3,889 4,239 493 4,130 4,623 521 3,540 4,061
Taxes collected from consumers for
governmental agencies 1,068 2,060 3,128 986 2,125 3,111 954 1,996 2,950
------ ------ ------ ------ ------ ------ ------ ------ ------
Total $1,418 $5,949 $7,367 $1,479 $6,255 $7,734 $1,475 $5,536 $7,011
====== ====== ====== ====== ====== ====== ====== ====== ======
All tax expense data excludes discontinued operations. Effective
January 1, 1992, the company adopted SFAS 109, "Accounting for
Income Taxes." All 1992 tax expense data exclude the cumulative
effect of accounting changes for SFAS 106 and SFAS 109.
The provision (benefit) for deferred income taxes includes
the following amounts:
Millions of dollars 1993 1992 1991
- -------------------------------------------------------------------------------
Type of temporary difference
Depreciation $ 99 $95 $156
Intangible drilling costs (76) 16 46
Depletion (95) (37) (65)
Environmental reserves (15) 23 42
Tax-related reserves 113 8 (49)
DOE payments -- 66 22
Tax credit carryforwards 13 (25) (55)
Employee benefit plans (32) (58) (6)
Investment in stock of subsidiary (145) -- --
Casualty/property reserves 69 (1) (1)
Tax loss carryforwards (38) 9 --
Deferred revenue (53) -- --
Other (89) (35) 4
----- ----- -----
Total $(249) $61 $ 94
===== ===== =====
The deferred income tax assets and liabilities included in the
Consolidated Balance Sheet as of December 31, 1993 and 1992
amounted to $264 million and $195 million, respectively, as net
current assets and $1,162 million and $1,370 million, respectively,
as net noncurrent liabilities. The table that follows shows
deferred income tax assets and liabilities by category. Deferred
income taxes are not recorded on differences between financial
reporting and tax bases of investments in stock of subsidiary
companies, unless realization of the effect is probable in the fore-
seeable future. Certain potential deferred tax asset amounts for
which possibility of realization is deemed extremely remote
have been eliminated and are therefore excluded from the
following table.
(Liability) Asset
--------------------
As of December 31 (Millions of dollars) 1993 1992
- -------------------------------------------------------------------------------
Depreciation $(1,006) $(1,060)
Depletion (764) (857)
Intangible drilling costs (624) (728)
Other deferred tax liabilities (178) (194)
------- -------
Total (2,572) (2,839)
Employee benefit plans 496 458
Tax loss carryforwards 626 476
Tax-related reserves 157 289
Tax credit carryforwards 271 271
Environmental reserves 246 231
Other deferred tax assets 580 536
------- -------
Total 2,376 2,261
Total before valuation allowance (196) (578)
Valuation allowance (702) (597)
------- -------
Total--net $ (898) $(1,175)
======= =======
The following schedule reconciles the differences between
the U.S. Federal income tax rate and the effective income tax rate:
1993 1992 1991
- -------------------------------------------------------------------------------
U.S. Federal income tax rate
assumed to be applicable 35.0% 34.0% 34.0%
Net earnings and dividends
attributable to affiliated
corporations accounted for
on the equity method (11.6) (9.5) (10.7)
Aggregate earnings and losses from
international operations before
tax law changes 3.5 1.5 (2.7)
Tax law changes (13.0) -- --
Sales of stock of subsidiary (17.9) (2.2) (1.3)
Energy credits (2.5) (1.6) (1.1)
Canadian income tax refund -- -- (8.5)
Other (.9) .8 (.5)
----- ----- -----
Effective income tax rate (7.4)% 23.0% 9.2%
===== ===== =====
Texaco Inc. 1993 Annual Report to Stockholders page 47.
Notes to Consolidated Financial Statements
continued
The decrease in the 1993 effective income tax rate as com-
pared to 1992 is mainly due to the net tax benefits realizable
through the sales of interests in a subsidiary as well as net
deferred tax benefits arising from tax law changes in the U.K.
and U.S. The change between 1992 and 1991 is mainly due to
1992 tax costs related to certain foreign producing operations and
a Canadian tax refund received in 1991.
For companies operating in the United States, pre-tax earn-
ings from continuing operations before cumulative effect of
accounting changes aggregated $397 million in 1993, $382 million
in 1992, and $90 million in 1991. For companies with operations
located outside the United States, pre-tax earnings on that basis
aggregated $775 million in 1993, $967 million in 1992, and $1,332
million in 1991.
Income taxes paid, net of refunds, as well as certain
amounts deposited with the Internal Revenue Service amounted
to $326 million, $283 million and $102 million in 1993, 1992 and
1991, respectively.
The undistributed earnings of subsidiary companies and of
affiliated corporate joint-venture companies accounted for on
the equity method, for which deferred U.S. income taxes have
not been provided at December 31, 1993 amounted to $1,293
million and $2,038 million, respectively. The corresponding
amounts at December 31, 1992 were $1,214 million and $1,847
million, respectively. Recording of deferred income taxes on
these undistributed earnings is not required relative to foreign
companies and pre-1992 earnings of domestic companies when
the earnings have been permanently reinvested. These amounts
would be subject to possible U.S. taxation only if remitted as divi-
dends. The determination of the hypothetical amount of unrecog-
nized deferred U.S. taxes on undistributed earnings of foreign
entities is not practicable. For domestic entities, such unrecorded
deferred income taxes were not material.
For the years 1993 and 1992 there was no utilization of loss
carryforwards for U.S. Federal income taxes. For the year 1991
such utilization of loss carryforwards resulted in U.S. Federal
income tax benefits of $8 million. For the years 1993, 1992 and
1991, the utilization of loss carryforwards resulted in income tax
benefits of $20 million, $85 million and $15 million in foreign
income taxes, respectively.
At December 31, 1993, Texaco had worldwide tax basis
loss carryforwards of approximately $1,568 million, including
$824 million which do not have an expiration date. The remain-
der expire at various dates through 2008.
Foreign tax credit carryforwards available for U.S. Federal
income tax purposes amounted to approximately $522 million
at December 31, 1993, expiring at various dates through 1998.
Alternative minimum tax and other tax credit carryforwards
available for U.S. Federal income tax purposes were $271 million
at December 31, 1993, of which $253 million have no expiration
date. The remaining credits expire at various dates through 2008.
The credits that are not utilized by the expiration dates may be
taken as deductions for U.S. Federal income tax purposes.
Note 14. Employee
Benefit Plans
Texaco Inc. and certain of its non-U.S. subsidiaries sponsor vari-
ous benefit plans for active employees and retirees.The costs
of the savings, health care and life insurance plans relative to
employees' active service are shared by the company and its
employees, with Texaco's costs for these plans charged to
expense as incurred. In addition, reserves for employee benefit
plans are provided principally for the unfunded costs of various
pension plans, retiree health and life insurance benefits, incen-
tive compensation plans and for separation benefits payable to
employees.
As of January 1, 1993, Texaco adopted SFAS 112, "Employers'
Accounting for Postemployment Benefits." Adoption of SFAS 112
did not impact 1993 net income since the company had been
accounting for substantially all of these costs in accordance with
the new Standard.
The discussion of employee benefit plans that follows is for
total plan activity, including benefits and amounts applicable to
employees of the discontinued operations. Amounts relative to the
discontinued operations are not material for any of the years
discussed.
Employee Stock Ownership Plans
Texaco recorded $20 million, $17 million and $19 million in
ESOP expense during 1993, 1992 and 1991, respectively.
Company contributions to the Employees Thrift Plan of
Texaco Inc. and the Employees Savings Plan of Texaco Inc.
(the Plans) amounted to $20 million, $17 million and $22 million
in 1993, 1992 and 1991, respectively. These Plans are designed
to provide participants with a benefit of approximately 6% of
base pay.
In 1993, 1992 and 1991, the company paid $51 million, $51
million and $52 million, respectively, in dividends on Series B
and Series F stock. The dividends are applied by the trustee to
fund interest payments which amounted to $14 million, $18 mil-
lion and $26 million for 1993, 1992 and 1991, respectively, as well
as to reduce principal on the ESOP loans. Dividends on the shares
of Series B and Series F used to service debt of the Plans are tax
deductible to the company.
Texaco Inc. 1993 Annual Report to Stockholders page 48.
Reflected in Texaco's long-term debt are the Plans' ESOP
loans which are guaranteed by Texaco Inc. Commensurate with
each repayment on the ESOP loans and as a result of the alloca-
tion of the Series B and Series F stock by the trustee of the Plans
to the individual participating employees, there is a reduction in
the remaining ESOP-related unearned employee compensation
included as a component of stockholders' equity.
Pension Plans
The company sponsors pension plans that cover substantially all
employees. Generally, these plans provide defined pension bene-
fits based on final average pay. However, the level of benefits
and terms of vesting vary among plans. Amounts charged to
pension expense, as well as amounts funded, are generally based
on actuarial studies. Pension plan assets are administered by
trustees and are principally invested in equity and fixed income
securities and deposits with insurance companies.
The total worldwide expense for all employee pension
plans of Texaco, including pension supplementations and the
smaller non-U.S. plans, was $111 million in 1993, $105 million in
1992 and $113 million in 1991.
The following data are provided for U.S. plans and princi-
pal non-U.S. plans.
Components of Pension Expense United States Plans Non-U.S. Plans
------------------------------------ ------------------------------
Millions of dollars 1993 1992 1991 1993 1992 1991
- -------------------------------------------------------------------------------------------------------------------------
Benefits earned during the year $ 67 $ 68 $ 64 $ 14 $15 $12
Actual investment return on plan assets, (gain) loss (158) (115) (185) (155) (98) (81)
Interest cost on projected benefit obligations 125 134 131 61 56 46
Amortization of net deferred amounts 39 -- 88 112 39 32
---- ---- ---- ---- ---- ----
Total $ 73 $ 87 $ 98 $ 32 $12 $ 9
==== ==== ==== ==== ==== ====
The assumed long-term return on plan assets for U.S. plans was 9% for 1993, 1992 and 1991; for non-U.S. plans the weighted
average rate was 8.6% for 1993, 8.5% for 1992 and 8.7% for 1991.
Funded Status of Pension Plans
United States Plans
-------------------------------------------------------------------------------
1993 1992
---------------------------------- ------------------------------------
Assets Exceed Accumulated Assets Exceed Accumulated
Accumulated Benefits Accumulated Benefits
As of December 31 (Millions of dollars) Benefits Exceed Assets Benefits Exceed Assets
- ----------------------------------------------------------------------------------------------------------------------------------
Present value of the estimated pension
benefits to be paid in the future
Vested benefits $(1,302) $(47) $(1,169) $(47)
Nonvested benefits (100) (3) (110) (3)
------- ---- ------- ----
Accumulated benefit obligations (1,402) (50) (1,279) (50)
Effect of projected future salary
increases (467) (16) (441) (15)
------- ---- ------- ----
Total projected benefit obligations (1,869) (66) (1,720) (65)
------- ---- ------- ----
Amount of assets available for benefits
Funded assets of the plans, at fair value 1,513 -- 1,429 --
Net pension liability (asset) recorded on
Texaco's Consolidated Balance Sheet 128 50 184 34
------- ---- ------- ----
Total assets 1,641 50 1,613 34
------- ---- ------- ----
Assets in excess of (less than)
projected benefit obligations(1) $ (228) $(16) $ (107) $(31)
======= ==== ======= ====
(1)Consisting of:
Net transition asset (liability) not yet
recognized $ 75 $(17) $ 91 $(20)
Unrecognized cost of retroactive benefits
granted by a plan amendment (54) (8) (46) (9)
Effect of changes in assumptions and
differences between actual and
estimated experience (249) 9 (152) (2)
------- ---- ------- ----
Total $ (228) $(16) $ (107) $(31)
======= ==== ======= ====
Non-U.S. Plans
-------------------------------------------------------------------------------
1993 1992
---------------------------------- ------------------------------------
Assets Exceed Accumulated Assets Exceed Accumulated
Accumulated Benefits Accumulated Benefits
As of December 31 (Millions of dollars) Benefits Exceed Assets Benefits Exceed Assets
- ----------------------------------------------------------------------------------------------------------------------------------
Present value of the estimated pension
benefits to be paid in the future
Vested benefits $(344) $(199) $(238) $(177)
Nonvested benefits (19) (19) (16) (6)
----- ----- ----- ----
Accumulated benefit obligations (363) (218) (254) (183)
Effect of projected future salary
increases (54) (29) (56) (50)
----- ----- ----- ----
Total projected benefit obligations (417) (247) (310) (233)
----- ----- ----- ----
Amount of assets available for benefits
Funded assets of the plans, at fair value 696 -- 611 --
Net pension liability (asset) recorded on
Texaco's Consolidated Balance Sheet (237) 218 (202) 183
----- ---- ----- ----
Total assets 459 218 409 183
----- ----- ----- ----
Assets in excess of (less than)
projected benefit obligations(1) $ 42 $ (29) $ 99 $(50)
===== ===== ===== ====
(1)Consisting of:
Net transition asset (liability) not yet
recognized $ 92 $ (23) $ 110 $(23)
Unrecognized cost of retroactive benefits
granted by a plan amendment (32) (7) (14) (17)
Effect of changes in assumptions and
differences between actual and
estimated experience (18) 1 3 (10)
----- ----- ----- ----
Total $ 42 $ (29) $ 99 $(50)
===== ===== ===== ====
Weighted Average Rate Assumptions Used in Estimating Pension Benefit Obligations
United States Plans Non-U.S. Plans
---------------------------- ------------------
1993 1992 1993 1992
- ----------------------------------------------------------------------------------------------------- ------------------
Discount rate 7.0% 7.8% 10.6% 12.8%
Rate of increase in compensation levels 4.8% 5.0% 7.0% 11.2%
==== ==== ===== =====
Texaco Inc. 1993 Annual Report to Stockholders page 49.
Notes to Consolidated Financial Statements
continued
Other Postretirement Benefits
Texaco sponsors postretirement plans primarily in the U.S. that
provide health care and life insurance for retirees and eligible
dependents. The company's U.S. health insurance obligation is
its fixed dollar contribution. The plans are unfunded, and the
costs are shared by the company and its employees and retirees.
Effective January 1, 1992, the company adopted SFAS 106,
"Employers' Accounting for Postretirement Benefits Other
Than Pensions" using the immediate recognition method for the
cumulative effect. This Standard requires companies to accrue
for the cost of such benefits over the service lives of employees.
For Texaco, this Standard primarily applies to the cost of life
insurance and health insurance in the U.S. The company's
previous practice was to expense these costs on a pay-as-you-
go basis.
The determination of the company's obligation is based on
the terms of the life and health insurance plans, along with
applicable actuarial assumptions. The company continues to
fund these benefit costs on a pay-as-you-go basis, with retirees
paying the excess over the company's fixed dollar contribution
for health insurance. For employees who retire from Texaco
between age 55 and 65, most will be eligible to receive health
care benefits, similar to those available to active employees, as
well as life insurance benefits. The company's cost to provide
these postretirement benefits for health insurance is currently
equal to the company's cost for an active employee. After attain-
ing age 65, the retirees' health care coverage is coordinated with
available Medicare benefits.
The trend rates used for the purpose of estimating those
costs reflect the expected increase in general U.S. health care
inflation as measured by the health-care cost component of the
U.S. Consumer Price Index. For retirees between age 55 and 65,
the assumed rate of increase in the fixed dollar contribution for
health-care benefits was 6.7% in 1993. The rate of increase in the
fixed dollar contribution is expected to rise to 8.5% in 1996 and
then decrease to an ultimate rate of 4.5% in the year 2002, at
which time the company expects general U.S. health care infla-
tion to increase at a rate approximating general inflation. The
fixed dollar contribution for retirees 65 and older is assumed to
increase by 4.5% per year. The fixed dollar contributions derived
from these assumptions do not necessarily represent an obligation
of the company.
Assuming a 1% increase in the annual rate of increase in
the fixed dollar contribution for health insurance, the accumu-
lated postretirement benefit obligation and annual expense
would increase by approximately $58 million and $8 million,
respectively.
Certain of the company's non-U.S. subsidiaries have post-
retirement benefit plans. However, most retirees outside the
U.S. are covered by government sponsored and administered
programs, the cost of which is not significant to the company.
The total worldwide expense for all postretirement plans of
Texaco, including the smaller non-U.S. plans was $76 million
in 1993, $78 million in 1992 and $43 million in 1991. The amount
for 1991 was accounted for under the pay-as-you-go method.
The following tables provide information on the status of
the principal postretirement plans:
Components of Other Postretirement Benefit Expense
1993 1992
------------------------------------ ------------------------------
Health Life Health Life
Millions of dollars Care Insurance Total Care Insurance Total
- ----------------------------------------------------------------------------------------------------------------------------------
Benefits earned during the year $ 13 $ 4 $ 17 $ 12 $ 5 $ 17
Interest cost on accumulated postretirement benefit obligations 40 19 59 41 20 61
---- ---- ---- ---- ---- ----
Total $ 53 $ 23 $ 76 $ 53 $ 25 $ 78
==== ==== ==== ==== ==== ====
Funded Status of Other Postretirement Plans
1993 1992
------------------------------------ ------------------------------
Health Life Health Life
Millions of dollars Care Insurance Total Care Insurance Total
- ----------------------------------------------------------------------------------------------------------------------------------
Accumulated unfunded postretirement benefit obligations
Retirees $250 $208 $458 $279 $193 $472
Fully eligible active participants 57 26 83 68 30 98
Other active plan participants 172 51 223 169 54 223
---- ---- ---- ---- ---- ----
Total accumulated unfunded postretirement benefit
obligations 479 285 764 516 277 793
Unrecognized net gain (loss) 35 7 42 (24) 3 (21)
---- ---- ---- ---- ---- ----
Net other postretirement benefit liability recorded on Texaco's
Consolidated Balance Sheet $514 $292 $806 $492 $280 $772
==== ==== ==== ==== ==== ====
Weighted Average Rate Assumptions Used in Estimating Other Postretirement Benefit Obligations
1993 1992
- ----------------------------------------------------------------------------------------------------------------------------------
Discount rate 7.7% 8.3%
Rate of increase in compensation levels 4.8% 5.0%
=== ===
Texaco Inc. 1993 Annual Report to Stockholders page 50.
Note 15. Stock
Incentive Plan
Under the company's stock incentive plan (the Plan) approved
by stockholders, among the awards that may be granted to exec-
utives and certain key employees are stock options, with or
without stock appreciation rights, and restricted stock. The total
number of shares available each year for issuance under the Plan
through December 31, 2002 is eight-tenths of one percent (0.8%)
of the aggregate number of shares of common stock issued and
outstanding on December 31 of the previous year, adjusted for
certain plan activity. Shares not issued in the current year are
available for future grant. The option price per share cannot be
less than the fair market value of a share of common stock on
the date granted unless adjusted as provided in the Plan. At
December 31, 1993, there were available for awards during 1994,
1,824,282 shares, of which 1,243,873 shares were available to all
participants and 580,409 shares were available to those partici-
pants who are not officers or directors. At December 31, 1992,
1,578,445 shares were available for future grant.
Stock options granted under the Plan extend for 10 years
from the date of grant and become 50% exercisable on the first
anniversary. These options are fully exercisable on the second
anniversary, except for the January 1990 awards, which became
fully exercisable on the fourth anniversary of the award.
The Plan permits the company to grant restored options to
a participant in the Plan who has previously been granted stock
options. This feature enables a participant, who exercises an
option by exchanging previously acquired common stock or who
has shares withheld by the company to satisfy tax withholding
obligations, to receive new options, exercisable at the then mar-
ket value, for the same number of shares as were exchanged or
withheld. Under existing regulations, restored options are fully
exercisable six months after the date of grant.
Option activity during 1993 and 1992 is summarized in the
following table:
Price Range
Stock Options 1993 1992 Per Share
- --------------------------------------------------------------------
Outstanding January 1 2,651,746 1,997,467 $46.78--66.19
Granted 776,375 704,800 57.94--63.69
Canceled -- (2,200) 61.44
Exercised (831,869) (599,180) 46.78--64.38
Restored 772,697 550,859 57.44--69.25
Outstanding
December 31 3,368,949 2,651,746 46.78--69.25
Exercisable
December 31 1,394,718 1,167,301 46.78--66.19
========= ========= =============
Note 16. Other
Financial Information
Environmental Reserves
Texaco Inc. and subsidiary companies have financial reserves
relating to environmental remediation programs which the
company believes are sufficient for known requirements. At
December 31, 1993, reserves for future environmental remedia-
tion costs amounted to $782 million and reserves relative to the
future cost of restoring and abandoning existing oil and gas prop-
erties were $803 million. Texaco's significant affiliates also have
recorded reserves for environmental remediation and restoration
and abandonment costs.
Texaco makes every effort to remain in full compliance with
existing governmental regulations. It is likely that changes in
governmental regulations and/or Texaco's re-evaluation of its pro-
grams will result in additional future costs. However, it is not
believed that such future costs will be material to the company's
financial position nor to its operating results over any reasonable
period of time. It is assumed that any mandated future costs
would be recoverable in the marketplace, since all companies
within the industry would be facing similar requirements.
Interest Paid and Interest Expense Capitalized
Interest paid, net of amounts capitalized, amounted to $439
million in 1993, $481 million in 1992 and $564 million in 1991.
Interest expense capitalized as part of properties, plant and
equipment was $49 million in 1993, $88 million in 1992 and
$66 million in 1991.
Sale of Receivables
At December 31, 1993 the company had a third-party accounts
receivable agreement under which it has the right to sell approxi-
mately $400 million of accounts receivable on a continuing basis
subject to limited recourse. Receivables sold under such facilities
totaled approximately $1.1 billion during 1993 and approximately
$1.4 billion during 1992. At December 31, 1993, no receivables
sold remained uncollected. At December 31, 1992, $400 million
of receivables sold remained uncollected.
Preferred Stock of Subsidiary Companies
On October 8, 1993, MVP Production Inc., a producing subsidiary,
issued variable rate cumulative preferred stock in a private place-
ment for an aggregate purchase price of $75 million. The shares
have voting rights in the subsidiary and are redeemable on
September 30, 2003.
On November 3, 1993, Texaco Capital LLC, a finance sub-
sidiary, issued 14 million shares of Cumulative Guaranteed
Monthly Income Preferred Shares (MIPS), Series A, in a public
offering, for an aggregate purchase price of $350 million.
The dividend rate for the MIPS is 6 7/8% per annum. The
payment of dividends and payments on liquidation or redemp-
tion with respect to the MIPS are guaranteed by Texaco Inc.
Dividends on the MIPS are paid monthly commencing November
30, 1993. During 1993, cash dividends on the MIPS totaled $4 mil-
lion ($.27 per share).
The MIPS are redeemable, at the option of Texaco Capital
LLC (with Texaco Inc.'s consent) in whole or in part from time to
time, at $25 per share on or after October 31, 1998, plus, in each
case, accrued and unpaid dividends to the date fixed for redemp-
tion. In addition, under certain circumstances, Texaco Capital
LLC (with Texaco Inc.'s consent) can redeem the MIPS at any
time, in whole or in part, at $25 per share plus accrued unpaid
dividends.
The MIPS are non-voting, except under certain limited
circumstances.
Texaco Inc. 1993 Annual Report to Stockholders page 51.
Notes to Consolidated Financial Statements
continued
Note 17. Financial
Instruments and
Commitments
In the normal course of its business, the company utilizes various
types of financial instruments. These instruments include
recorded assets and liabilities, and also items which principally
involve off-balance sheet risk. The company has adopted SFAS 115,
"Accounting for Certain Investments in Debt and Equity
Securities", as of December 31, 1993. The required disclosures for
investments in debt securities and in equity securities with readily
determinable fair values are included below:
Financial Assets and Liabilities
Cash and cash equivalents--Fair value approximates cost as
reflected in the Consolidated Balance Sheet at December 31, 1993
and 1992 because of the short-term maturities of these instru-
ments. Cash equivalents are classified as held-to-maturity. The
amortized cost of cash equivalents was as follows:
As of December 31, 1993 (Millions of dollars)
- ----------------------------------------------------------------------------
Time deposits and certificates of deposit $108
Commercial paper and other 140
----
$248
Short-term and long-term investments--Fair value is primarily
based on quoted market prices and valuation statements obtained
from major financial institutions. Information concerning invest-
ments held at December 31, 1993 in short-term and long-term
debt securities and in publicly-traded equity securities is shown in
the tables that follow. These investments are classified as
available-for-sale.
Amortized Estimated
As of December 31, 1993 (Millions of dollars) Cost Fair Value
- ----------------------------------------------------------------------------
U.S. government securities $213 $212
Foreign government securities 250 250
Corporate and other debt securities 174 176
Equity securities 22 109
---- ----
$659 $747
For the above items at year-end 1993, there were gross unrealized
gains of $91 million, primarily related to equity securities, and
gross unrealized losses of $3 million.
Debt securities in the preceding table had the following
scheduled maturities:
Amortized Estimated
As of December 31, 1993 (Millions of dollars) Cost Fair Value
- ----------------------------------------------------------------------------
Due in one year or less $ 47 $ 48
Due after one year through five years 300 297
Due after five years 290 293
---- ----
$637 $638
The estimated fair value of other long-term investments not
included above, for which it is practicable to estimate fair value,
approximated the December 31, 1993 carrying value of $97
million.
At December 31, 1992, the estimated fair value of short-term
and long-term investments, for which it is practicable to estimate
fair value, was $720 million compared with a carrying value of
$664 million.
Notes payable and commercial paper--Fair value approximates car-
rying amounts as reflected in the Consolidated Balance Sheet at
December 31, 1993 and 1992 because of the short-term maturities
of these instruments.
Long-term debt, including debt due within one year--Fair value is
primarily based on quoted market prices, as well as borrowing
rates currently available to the company for bank loans with simi-
lar terms and maturities. The fair value of long-term debt, includ-
ing debt due within one year, at December 31, 1993 and 1992 was
$5.9 billion and $5.1 billion, respectively, compared with carrying
values of $5.3 billion and $4.8 billion.
Other Financial Instruments
In the normal course of its business, the company enters into
financial instrument transactions with off-balance sheet risk in
order to hedge its exposure to market risk regarding petroleum
prices, currency translations and interest rates.
Petroleum Futures, Forwards and Derivative Products--Contracts to
hedge petroleum prices which are required to be settled in cash
were immaterial at December 31, 1993 and 1992.
Forward Exchange Contracts--At December 31, 1993 and 1992, the
company had outstanding $216 million and $321 million, respec-
tively, of forward exchange contracts to purchase and sell foreign
currency. The exposure to credit risk is minimal since the counter-
parties are major financial institutions. The company does not
anticipate nonperformance by any of the multiple counterparties.
The market risk exposure is essentially limited to risk related to
currency rate movements. Outstanding forward exchange con-
tracts are marked to market on a monthly basis using the month-
end spot rate. The gains or losses arising from these contracts are
applied to offset exchange gains or losses on related hedged assets,
liabilities or future commitments. Unrealized gains or losses at
December 31, 1993 and 1992 were not material.
Interest Rate Swaps--The company has outstanding interest rate
swaps of various maturities with multiple major financial institu-
tions to help manage the interest rate exposure associated with the
company's debt portfolio. At December 31, 1993 and 1992, the
aggregate notional principal amounts were $1,532 million and $840
million, respectively. Notional amounts do not represent cash flow
and are not subject to credit risk. Credit and market risk exposures
are limited to the net interest differentials. The interest differentials
are reflected in interest expense as a hedge of interest on outstand-
ing debt. The fair value of the swaps is the estimated amount that
would be received or paid to terminate the agreements at year end,
taking into account current interest rates and the current credit-
worthiness of the swap counterparties. At year-end 1993, the fair
value of outstanding swaps was immaterial. The fair value at
December 31, 1992 would have been a payable of $49 million. This
amount did not reflect unamortized realized gains of approxi-
mately $22 million on terminated interest rate swaps which are
being amortized over the life of the associated outstanding debt.
Financial Guarantees
The company has guaranteed the payment of certain debt and
other obligations of third parties and affiliates. These guarantees
totaled $154 million and $153 million at December 31, 1993 and
1992, respectively.
Exposure to credit risk in the event of non-payment by the
obligors is represented by the contractual amount of these instru-
ments. No loss is anticipated under these guarantees.
Texaco Inc. 1993 Annual Report to Stockholders page 52.
Throughput Agreements
Texaco Inc. and certain of its subsidiary companies have entered
into certain long-term agreements wherein they have committed
either to ship through affiliated pipeline companies and an offshore
oil port, or to refine at an affiliated refining company a sufficient
volume of crude oil or petroleum products to enable these affili-
ated companies to meet a specified portion of their individual debt
obligations, or, in lieu thereof, to advance sufficient funds to enable
these affiliated companies to meet these obligations. Additionally,
Texaco has entered into long-term purchase commitments with
third parties for take or pay gas transportation. The company's
maximum exposure to loss was $765 million and $348 million at
December 31, 1993 and 1992, respectively.
However, based on Texaco's right of counterclaim against third
parties in the event of nonperformance, Texaco's net exposure was
approximately $590 million and $313 million at December 31, 1993
and 1992, respectively.
No losses are anticipated as a result of the above obligations.
Other Commitments
At December 31, 1993, $425 million of preferred stock of sub-
sidiaries was owned by minority holders. Such amount is reflected
in minority interest in subsidiary companies in the Consolidated
Balance Sheet. At present, Texaco is required to redeem $75
million in 2003 and $350 million in 2043. The company has the
ability to extend the required redemption date for the $350 million
beyond 2043. Such preferred stock requires annual dividend pay-
ments of approximately $27 million.
Note 18. Contingent
Liabilities
Internal Revenue Service Claims
During 1989, Texaco commenced an action in the United States
Tax Court (Tax Court), to challenge certain claimed increases in
the company's 1979-1982 Federal income tax liability. The com-
pany's action contested, among other items, an Internal Revenue
Service (IRS) claim that during the 1979-1981 years, Texaco
should be taxed as if it had resold Saudi crude oil at prices higher
than those mandated by the Saudi Arab Government (Aramco
Advantage issue).
On December 22, 1993, the Tax Court issued an opinion
upholding the company's position on the Aramco Advantage
issue. The Tax Court held that the IRS was barred from taxing the
company on income never received, and which could only have
been received by violating Saudi law. Finding that the Saudi Arab
Government's mandate represented the sovereign law of that
country, the Tax Court determined that the company was required
to comply with the Saudi Arab Government's mandate and did in
fact observe it.
The IRS has not indicated whether it will appeal the deci-
sion, and need not do so until the two remaining issues in the
case, involving the taxation of crude processed at Caltex' Bahrain
refinery and sales of crude oil in the Far East, have been tried
and decided by the Tax Court or otherwise resolved.
In March 1988, prior to the commencent of the Tax Court
action, the company, as a condition of its emergence from
Chapter 11 proceedings, agreed to make certain cash deposits
with the IRS in contemplation of potential tax claims (Deposit
Fund). From time to time, the company has applied Deposit Fund
amounts to final liabilities agreed upon by the company and the
IRS for income tax and windfall profit tax years of Texaco and
Getty not involved in the Tax Court litigation. A portion of the
Deposit Fund also will be applied to issues settled without trial in
the 1979-1982 litigation years. After satisfaction of all liabilities
associated with presently settled issues, it is anticipated that
approximately $700 million will remain in the Deposit Fund
and continue to accrue interest.
If the company ultimately prevails on the two remaining
issues in the Tax Court and the Aramco Advantage issue, the
amount remaining in the Deposit Fund will be refunded to the
company, with interest. The company believes that even if the
remaining two issues in the Tax Court are resolved in whole
or part adversely to the company, a substantial portion of
the amount remaining in the Deposit Fund will be available
for refund, assuming continued success on the Aramco
Advantage issue.
In the company's opinion, while it is impossible to ascer-
tain the ultimate legal and financial liability with respect to the
above-mentioned and other contingent liabilities and commit-
ments, including lawsuits, claims, guarantees, taxes and regula-
tions, the aggregate amount of such liability in excess of financial
reserves, together with deposits and prepayments made against
disputed tax claims, is not anticipated to be materially important
in relation to the consolidated financial position or results of
operations of Texaco Inc. and its subsidiaries.
Note 19.
Settlement of
Louisiana Royalties
Issues
On February 22, 1994, the U.S. District Court for the Middle
District of Louisiana approved a global settlement of the suit
which had been initiated in 1987, in which the State of Louisiana
had sought payment of alleged underpaid royalties on State gas
leases, interest, cancellation of the leases, double royalties and
attorneys' fees. The settlement, for which sufficient financial
reserves had been established, provides for payments by Texaco
totaling $250 million, $150 million of which will be paid on
February 28, 1994, and two $50 million payments to be made
over the next two years. Texaco also agreed to cause $152 million
to be spent over the next five years on activity and investment
affecting state-owned oil and gas properties in which Texaco has
interests. Texaco and the State exchanged comprehensive releases
of all pending and related claims.
Texaco Inc. 1993 Annual Report to Stockholders page 53.
Notes to Consolidated Financial Statements
continued
Note 20.
Financial Data by
Geographic Area
Texaco Inc. and its subsidiary companies, together with affiliates,
represent a vertically integrated enterprise principally engaged in the
worldwide exploration for and production, transportation, refining
and marketing of crude oil, natural gas and petroleum products, as
well as nonpetroleum operations such as insurance and alternate
energy activities. Intergeographic sales and services shown are based
on prices which are generally representative of market prices or
arm's-length negotiated prices.
Operating profit represents total sales and services as shown
on the Statement of Consolidated Income less operating costs and
expenses, net of income taxes. Corporate/nonoperating includes
interest income and expense, dividends, general corporate expenses
and other nonoperating items, net of income taxes. Equity in income
or losses of partnership joint-venture companies is reflected net of
taxes, since this income is directly taxable to Texaco.
Identifiable assets are those from continuing operations
which can be directly identified or associated with operations
which have been geographically segregated. Net assets of discon-
tinued operations (see Note 3) for the year 1993 and identifiable
assets of discontinued operations for the years 1992 and 1991
are reflected in corporate/nonoperating to conform to the
presentation of net income (loss) from discontinued operations.
Investments in affiliates pertain to those affiliates which are
accounted for on the equity method. Investments in affiliates
relating to discontinued operations are reflected in corporate/
nonoperating. Corporate assets include cash and cash invest-
ments, as well as receivables, properties, plant and equipment
and other assets which are corporate in nature.
Other Other
United Western Eastern Corporate/
Millions of dollars States Hemisphere Europe Hemisphere Nonoperating* Consolidated
- ----------------------------------------------------------------------------------------------------------------------------------
Year 1993 Sales and services
Outside $17,417 $4,245 $ 8,416 $3,167 $ -- $33,245
Intergeographic 289 241 725 43 (1,298) --
------- ------ ------- ------ -------- -------
Total sales and services $17,706 $4,486 $ 9,141 $3,210 $ (1,298) $33,245
------- ------ ------- ------ -------- -------
Net income (loss)
Operating profit $ 562 $ 107 $ 245 $ 24 $ -- $ 938
Equity in income of affiliates 146 8 8 368 -- 530
Corporate/nonoperating -- -- -- -- (209) (209)
------- ------ ------- ------ -------- -------
Net income (loss) before discontinued
operations 708 115 253 392 (209) 1,259
Discontinued operations -- -- -- -- (191) (191)
------- ------ ------- ------ -------- -------
Total net income (loss) $ 708 $ 115 $ 253 $ 392 $ (400) $ 1,068
------- ------ ------- ------ -------- -------
Identifiable assets $12,603 $1,435 $ 4,556 $1,107 $ -- $19,701
Net assets of discontinued operations -- -- -- -- 1,180 1,180
Investments in affiliates 1,171 29 388 2,153 -- 3,741
Corporate assets -- -- -- -- 2,004 2,004
------- ------ ------- ------ -------- -------
Total assets $13,774 $1,464 $ 4,944 $3,260 $ 3,184 $26,626
======= ====== ======= ====== ======== =======
Year 1992 Sales and services
Outside $18,651 $4,023 $ 9,295 $3,718 $ -- $35,687
Intergeographic 223 233 695 152 (1,303) --
------- ------ ------- ------ -------- -------
Total sales and services $18,874 $4,256 $ 9,990 $3,870 $ (1,303) $35,687
------- ------ ------- ------ -------- -------
Net income (loss)
Operating profit (loss) $ 714 $ (39) $ 300 $ 66 $ -- $ 1,041
Equity in income of affiliates 95 8 22 341 -- 466
Corporate/nonoperating -- -- -- -- (469) (469)
------- ------ ------- ------ -------- -------
Net income (loss) before discontinued
operations and cumulative effect of
accounting changes 809 (31) 322 407 (469) 1,038
Discontinued operations -- -- -- -- (26) (26)
Cumulative effect of accounting changes -- -- -- -- (300) (300)
------- ------ ------- ------ -------- -------
Total net income (loss) $ 809 $ (31) $ 322 $ 407 $ (795) $ 712
------- ------ ------- ------ -------- -------
Identifiable assets $12,596 $1,452 $ 4,093 $1,147 $ -- $19,288
Identifiable assets of discontinued
operations -- -- -- -- 1,409 1,409
Investments in affiliates 1,128 29 387 1,921 3 3,468
Corporate assets -- -- -- -- 1,827 1,827
------- ------ ------- ------ -------- -------
Total assets $13,724 $1,481 $ 4,480 $3,068 $ 3,239 $25,992
======= ====== ======= ====== ======== =======
Year 1991 Sales and services
Outside $19,698 $3,868 $ 9,429 $3,117 $ -- $36,112
Intergeographic 501 65 770 127 (1,463) --
------- ------ ------- ------ -------- -------
Total sales and services $20,199 $3,933 $10,199 $3,244 $ (1,463) $36,112
------- ------ ------- ------ -------- -------
Net income (loss)
Operating profit $ 614 $ 173 $ 343 $ 71 $ -- $ 1,201
Equity in income of affiliates 158 5 17 428 -- 608
Corporate/nonoperating -- -- -- -- (517) (517)
------- ------ ------- ------ -------- -------
Net income (loss) before discontinued
operations 772 178 360 499 (517) 1,292
Discontinued operations -- -- -- -- 2 2
------- ------ ------- ------ -------- -------
Total net income (loss) $ 772 $ 178 $ 360 $ 499 $ (515) $ 1,294
------- ------ ------- ------ -------- -------
Identifiable assets $13,062 $1,533 $ 3,966 $1,050 $ -- $19,611
Identifiable assets of discontinued
operations -- -- -- -- 1,326 1,326
Investments in affiliates 1,183 29 366 1,748 3 3,329
Corporate assets -- -- -- -- 1,916 1,916
------- ------ ------- ------ -------- -------
Total assets $14,245 $1,562 $ 4,332 $2,798 $ 3,245 $26,182
======= ====== ======= ====== ======== =======
*Includes intergeographic sales and services eliminations.
Texaco Inc. 1993 Annual Report to Stockholders page 54.
Report of Management
The consolidated financial statements are the responsibility of the
management of Texaco Inc. They were prepared in accordance with
generally accepted accounting principles and are, in part, based on
certain estimates and judgments, as required. Other information con-
tained in this Annual Report is presented on a basis consistent with
the financial statements.
To meet these responsibilities, it is Texaco's long-established cor-
porate policy to maintain a control conscious environment and an
effective internal control system throughout its worldwide operations.
Included in this system are Corporate Conduct Guidelines which require
that all employees maintain the highest level of ethical standards. The
internal control system provides reasonable assurance that assets are
safeguarded and that financial records are accurately and objectively
maintained, thus serving as a reliable basis for the preparation of
financial statements. This system is augmented by written policies
and procedures and an organizational structure that provides for an
appropriate division of responsibility. Management personnel are
required to formally certify each year that an effective internal
control system is maintained. The internal controls are complemented
by Texaco's internal auditors who conduct regular and extensive in-
ternal audits throughout the company. In addition, the independent
public accounting firm of Arthur Andersen & Co. is engaged to provide
an objective, independent audit of the company's financial state-
ments. Their accompanying report is based on an audit conducted in
accordance with generally accepted auditing standards, which included
obtaining a sufficient understanding of the company's internal con-
trols to plan their audit and determine the nature, timing and extent
of audit tests to be performed. The appointment of the independent
auditors is presented to the stockholders for approval at each Annual
Meeting of the Stockholders.
The Board of Directors of Texaco Inc. maintains an Audit Committee
which has been in place since 1939. This Committee, currently com-
prised of five non-employee Directors, met two times in 1993.
Depending on the nature of the matters under review, the independent
auditors, as well as certain officers and employees of the company,
may attend all or part of a meeting. The Committee reviews and
evaluates the company's accounting policies and reporting practices,
internal auditing, internal controls, security procedures and other
matters deemed appropriate. The Audit Committee also reviews the
performance of Arthur Andersen & Co. in their audit of Texaco's
financial statements and evaluates their independence and pro-
fessional competence, as well as the scope of their audit. Both the
internal and independent auditors have unrestricted access to the
Audit Committee to discuss the results of their audits and the
quality of the company's financial reporting and internal control
system.
(Alfred C. DeCrane Jr.)
Alfred C. DeCrane, Jr.
Chairman of the Board and Chief Executive Officer
(Allen J. Krowe)
Allen J. Krowe
Vice Chairman and Chief Financial Officer
(Patrick J. Lynch)
Patrick J. Lynch
Vice President and Comptroller
February 24, 1994
Report of Independent Public Accountants
ARTHUR ANDERSEN & CO.
To the Stockholders, Texaco Inc.:
We have audited the accompanying consolidated balance sheet of Texaco
Inc. (a Delaware corporation) and subsidiary companies as of December
31, 1993 and 1992, and the related statements of consolidated income,
retained earnings, stockholders' equity and cash flows for each of
the three years in the period ended December 31, 1993. These finan-
cial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial state-
ments based on our audits.
We conducted our audits in accordance with generally accepted audit-
ing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reason-
able basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Texaco
Inc. and subsidiary companies as of December 31, 1993 and 1992, and
the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1993 in conformity with
generally accepted accounting principles.
As discussed in Note 2 to the Consolidated Financial Statements,
effective January 1, 1992, the company changed its methods of
accounting for income taxes and postretirement benefits other than
pensions.
February 24, 1994
New York, N.Y.
(Arthur Andersen & Co.)
Texaco Inc. 1993 Annual Report to Stockholders page 55.
Supplemental Oil and Gas Information
The following information for Texaco Inc. and consolidated
subsidiaries, as well as Texaco's equity in P.T. Caltex Pacific
Indonesia (CPI), a 50%-owned affiliate operating in Other
Eastern Hemisphere areas, is presented in accordance
with Statement of Financial Accounting Standards No. 69,
"Disclosures about Oil and Gas Producing Activities" (SFAS 69).
Estimated Proved Reserves
Volumes reported for proved liquid and gas reserves are based
upon reasonable estimates. These estimates are consistent with
current knowledge of the characteristics and production history of
the reserves. Although they are based upon sound geological and
engineering principles, by their very nature, such estimates are
subject to upward and downward revision as additional informa-
tion about producing fields and technology becomes available.
Reported volumes include only such reserves as can reasonably
be classified as proved. Net reserves represent the volumes esti-
mated to be available after deduction of the royalty interests of
others from gross reserves. In addition to reported reserves,
Texaco has a large inventory of potential reserves that will add
to the company's proved reserve base as future investments are
made in exploration and development programs.
CPI's estimated liquids reserves include volumes projected to
be recovered as reimbursement for a portion of costs incurred.
Accordingly, these volumes will fluctuate annually with the price
of crude oil. CPI's natural gas production is all consumed in
operations.
Annually, Texaco Inc. provides information concerning oil
and gas reserves to the U.S. Department of Energy and to certain
governmental bodies. Such information is compatible with the
information presented in this Annual Report.
During 1993, reserve increases, including equity and exclud-
ing purchases and sales, replaced 112% of worldwide combined
oil and gas production. New fields, new sands, new plants, exten-
sions, and improved recovery accounted for 67% of these reserve
increases. During the three-year period 1991-1993, Texaco's reserve
additions were 101% of worldwide production. During the five-
year period 1989-1993, reserve additions were 106% of worldwide
production.
In the United States during 1993, extensions, discoveries, and
other additions of liquids and natural gas mainly reflect volumes
added from the Ewing Bank Block 873 offshore Louisiana and
from drilling in Texas, Utah, Wyoming and offshore Louisiana.
New and planned CO2 and waterflood projects in Louisiana,
New Mexico, and Texas also added reserves. Significant gas
reserve volumes were added from the drilling at the Carthage
and Brookeland fields in Texas where the productive limits
were extended by exploiting 3D Seismic technology to enhance
Texaco's resource base. Upward reserve revisions resulted mainly
from improved performance at various fields in California,
Louisiana, New Mexico and Texas. Liquids and natural gas
reserves sales of minerals-in-place were principally comprised
of numerous smaller economically marginal properties which
did not fit into Texaco's business.
Outside the United States during 1993, significant gas
reserves were added in the offshore Trinidad Dolphin Field in
the Other Western Hemisphere area. European liquid reserve
increases reflect additional volumes at the Captain Field offshore
in the United Kingdom sector of the North Sea. Other liquid
reserve increases resulted from upward revisions arising from
future additional development at the Tyra Field and improved
recovery from utilizing horizontal drilling techniques at the Dan
Field--both offshore in the Danish sector of the North Sea. Gas
reserve additions mainly reflect volumes added from the Orwell
Field offshore in the United Kingdom sector of the North Sea.
Upward revisions to gas reserves reflect the agreement reached
on a new gas sales contract through 2012 covering the Dan, Tyra,
and Gorm Fields in the Danish sector of the North Sea. Affiliate
liquid reserves in Indonesia increased due to improved recovery
from steam flooding at the Duri Field and improved performance
at the Minas Field which resulted in upward revisions.
During 1994, Texaco expects that net production of natural
gas will approximate 2,180 million cubic feet per day. This
estimate is based upon past performance and on the assumption
that such gas quantities can be produced under operating and
economic conditions existing at December 31, 1993. Possible
future changes in prices or world economic conditions were not
factored into this estimate. These expected production volumes,
together with normal related supply arrangements, are sufficient
to meet anticipated delivery requirements under contractual
arrangements. Texaco's proved natural gas reserves in the United
States that are covered by long-term sales contracts were approxi-
mately 42% in 1993, 37% in 1992 and 33% in 1991.
Texaco Inc. 1993 Annual Report to Stockholders page 56.
Estimated Net Proved Developed and Undeveloped Reserves
of Crude Oil
Texaco Inc. and Consolidated Subsidiaries Equity Total
------------------------------------------------------------ --------------- -------
Other Other Affiliate
United Western Eastern -Other Eastern
Millions of barrels States Hemisphere Europe Hemisphere Worldwide Hemisphere
- ----------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1990 1,399 129 219 380 2,127 395 2,522
Increase (decrease) attributable to:
Extensions, discoveries and other additions 22 3 26 11 62 2 64
Improved recovery 53 -- 1 -- 54 8 62
Revisions of previous estimates 26 1 21 25 73 36 109
Purchases of minerals-in-place -- 1 -- -- 1 -- 1
Sales of minerals-in-place (6) -- -- -- (6) -- (6)
Production (135) (34) (28) (20) (217) (44) (261)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1991* 1,359 100 239 396 2,094 397 2,491
Increase (decrease) attributable to:
Extensions, discoveries and other additions 14 2 4 11 31 40 71
Improved recovery 32 -- 19 -- 51 35 86
Revisions of previous estimates 37 (2) 19 17 71 4 75
Purchases of minerals-in-place -- 1 -- -- 1 -- 1
Sales of minerals-in-place (10) -- -- -- (10) -- (10)
Production (127) (16) (25) (30) (198) (44) (242)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1992* 1,305 85 256 394 2,040 432 2,472
Increase (decrease) attributable to:
Extensions, discoveries and other additions 36 1 50 8 95 1 96
Improved recovery 37 -- 9 -- 46 52 98
Revisions of previous estimates 37 (2) 3 14 52 18 70
Purchases of minerals-in-place 1 -- -- -- 1 -- 1
Sales of minerals-in-place (15) (3) (5) -- (23) -- (23)
Production (123) (7) (28) (36) (194) (47) (241)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1993* 1,278 74 285 380 2,017 456 2,473
===== ===== ===== ===== ===== ===== =====
*Includes net proved developed reserves
As of December 31, 1991 1,111 86 113 359 1,669 281 1,950
As of December 31, 1992 1,047 73 115 350 1,585 319 1,904
As of December 31, 1993 991 67 123 347 1,528 354 1,882
===== ===== ===== ===== ===== ===== =====
Texaco Inc. 1993 Annual Report to Stockholders page 57.
Supplemental Oil and Gas Information
continued
Estimated Net Proved Developed and Undeveloped Reserves
of Natural Gas Liquids
Texaco Inc. and Consolidated Subsidiaries Equity Total
------------------------------------------------------------ --------------- -------
Other Other Affiliate
United Western Eastern -Other Eastern
Millions of barrels States Hemisphere Europe Hemisphere Worldwide Hemisphere
- ----------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1990 201 -- 23 -- 224 7 231
Increase (decrease) attributable to:
Extensions, discoveries and other additions 4 -- 3 -- 7 -- 7
Revisions of previous estimates 14 -- 2 -- 16 (1) 15
Purchases of minerals-in-place -- 1 -- -- 1 -- 1
Production (31) -- (2) -- (33) (1) (34)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1991* 188 1 26 -- 215 5 220
Increase (decrease) attributable to:
Extensions, discoveries and other additions 4 -- -- -- 4 1 5
Improved recovery 1 -- -- -- 1 -- 1
Revisions of previous estimates 34 1 1 -- 36 -- 36
Sales of minerals-in-place (1) -- -- -- (1) -- (1)
Production (31) -- (2) -- (33) -- (33)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1992* 195 2 25 -- 222 6 228
Increase (decrease) attributable to:
Extensions, discoveries and other additions 5 -- -- -- 5 -- 5
Revisions of previous estimates 15 (1) 3 -- 17 (1) 16
Sales of minerals-in-place (3) -- -- -- (3) -- (3)
Production (32) -- (2) -- (34) -- (34)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1993* 180 1 26 -- 207 5 212
===== ===== ===== ===== ===== ===== =====
*Includes net proved developed reserves
As of December 31, 1991 184 1 9 -- 194 4 198
As of December 31, 1992 189 1 8 -- 198 5 203
As of December 31, 1993 174 1 7 -- 182 5 187
===== ===== ===== ===== ===== ===== =====
Grand total reserves
of crude oil and
natural gas liquids
As of December 31, 1991 1,547 101 265 396 2,309 402 2,711
As of December 31, 1992 1,500 87 281 394 2,262 438 2,700
As of December 31, 1993 1,458 75 311 380 2,224 461 2,685
===== ===== ===== ===== ===== ===== =====
Estimated Net Proved Developed and Undeveloped Reserves
of Natural Gas
Texaco Inc. and Consolidated Subsidiaries Equity Total
------------------------------------------------------------ --------------- -------
Other Other Affiliate
United Western Eastern -Other Eastern
Billions of cubic feet States Hemisphere Europe Hemisphere Worldwide Hemisphere
- ----------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1990 4,849 588 477 84 5,998 140 6,138
Increase (decrease) attributable to:
Extensions, discoveries and other additions 491 9 228 2 730 15 745
Improved recovery 7 -- -- -- 7 -- 7
Revisions of previous estimates 160 54 26 -- 240 10 250
Purchases of minerals-in-place 1 83 -- -- 84 -- 84
Sales of minerals-in-place (89) -- (37) -- (126) -- (126)
Production (722) (51) (30) (2) (805) (16) (821)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1991** 4,697 683 664 84 6,128 149 6,277
Increase (decrease) attributable to:
Extensions, discoveries and other additions 230 14 2 4 250 20 270
Improved recovery 29 -- 5 -- 34 7 41
Revisions of previous estimates 332 5 3 (3) 337 (1) 336
Purchases of minerals-in-place 1 23 -- -- 24 -- 24
Sales of minerals-in-place (91) (15) -- -- (106) -- (106)
Production (672) (55) (26) (2) (755) (17) (772)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1992** 4,526 655 648 83 5,912 158 6,070
Increase (decrease) attributable to:
Extensions, discoveries and other additions 344 128 110 1 583 -- 583
Improved recovery 26 6 4 -- 36 -- 36
Revisions of previous estimates 257 -- 149 (37) 369 -- 369
Purchases of minerals-in-place 2 4 -- 1 7 -- 7
Sales of minerals-in-place (174) (14) -- (1) (189) -- (189)
Production (652) (57) (36) (3) (748) (18) (766)
----- ----- ----- ----- ----- ----- -----
As of December 31, 1993** 4,329 722 875 44 5,970 140 6,110
===== ===== ===== ===== ===== ===== =====
**Includes net proved developed reserves
As of December 31, 1991 4,325 497 234 73 5,129 134 5,263
As of December 31, 1992 4,064 589 216 74 4,943 150 5,093
As of December 31, 1993 3,971 575 362 41 4,949 128 5,077
===== ===== ===== ===== ===== ===== =====
Texaco Inc. 1993 Annual Report to Stockholders page 58.
Capitalized Costs
Capitalized costs represent cumulative expenditures for proved and
unproved properties and support equipment and facilities used in
oil and gas exploration and producing operations together with
related accumulated depreciation, depletion and amortization (in-
cluding provisions for restoration and abandonment costs, net
of such costs expended to date).
Texaco Inc. and Consolidated Subsidiaries Equity Total
------------------------------------------------------------ --------------- -------
Other Other Affiliate
United Western Eastern -Other Eastern
Millions of dollars States Hemisphere Europe Hemisphere Worldwide Hemisphere
- ----------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1993
Proved properties $18,442 $ 549 $3,232 $1,094 $23,317 $ 694 $24,011
Unproved properties 434 23 258 80 795 356 1,151
Support equipment and facilities 373 48 114 90 625 439 1,064
------- ----- ------ ------ ------- ------- -------
Gross capitalized costs 19,249 620 3,604 1,264 24,737 1,489 26,226
Accumulated depreciation,
depletion and amortization (12,837) (394) (2,018) (643) (15,892) (629) (16,521)
------- ----- ------ ------ ------- ------- -------
Net capitalized costs $ 6,412 $ 226 $1,586 $ 621 $ 8,845 $ 860 $ 9,705
======= ===== ====== ====== ======= ======= =======
As of December 31, 1992
Proved properties $18,779 $ 528 $3,059 $ 967 $23,333 $ 622 $23,955
Unproved properties 510 31 246 79 866 330 1,196
Support equipment and facilities 399 72 112 76 659 414 1,073
------- ----- ------ ------ ------- ------- -------
Gross capitalized costs 19,688 631 3,417 1,122 24,858 1,366 26,224
Accumulated depreciation,
depletion and amortization (12,836) (378) (2,012) (645) (15,871) (567) (16,438)
------- ----- ------ ------ ------- ------- -------
Net capitalized costs $ 6,852 $ 253 $1,405 $ 477 $ 8,987 $ 799 $ 9,786
======= ===== ====== ====== ======= ======= =======
Costs Incurred
Costs incurred represent amounts capitalized or charged against
income as expended. Property acquisition costs include costs to
purchase or lease proved and unproved properties. Exploration costs
include the costs of geological and geophysical work, carrying and
retaining undeveloped properties and drilling and equipping ex-
ploratory wells. Development costs include expenditures to drill
and equip development wells; to provide improved recovery systems;
to construct facilities for extraction, treating, gathering and
storing liquids and natural gas; and to maintain producing fac-
ilities for existing developed reserves. Exploration and development
costs include applicable depreciation of support equipment and fac-
ilities used in those activities, rather than the expenditures to
acquire such assets.
Texaco Inc. and Consolidated Subsidiaries Equity Total
------------------------------------------------------------ --------------- -------
Other Other Affiliate
United Western Eastern -Other Eastern
Millions of dollars States Hemisphere Europe Hemisphere Worldwide Hemisphere
- ----------------------------------------------------------------------------------------------------------------------------------
For the year ended December 31, 1993
Proved property acquisition $ 15 $ 2 $ -- $ 3 $ 20 $ -- $ 20
Unproved property acquisition 15 1 -- 8 24 -- 24
Exploration 157 9 141 111 418 10 428
Development 690 29 299 119 1,137 137 1,274
------ ---- ---- ---- ------ ---- ------
Total $ 877 $ 41 $440 $241 $1,599 $147 $1,746
====== ==== ==== ==== ====== ==== ======
For the year ended December 31, 1992
Proved property acquisition $ 9 $ 3 $ -- $ -- $ 12 $ -- $ 12
Unproved property acquisition 11 -- -- 7 18 -- 18
Exploration 162 55 85 114 416 9 425
Development 639 39 485 87 1,250 171 1,421
------ ---- ---- ---- ------ ---- ------
Total $ 821 $ 97 $570 $208 $1,696 $180 $1,876
====== ==== ==== ==== ====== ==== ======
For the year ended December 31, 1991
Proved property acquisition $ 11 $ 39 $ -- $ -- $ 50 $ -- $ 50
Unproved property acquisition 20 6 -- -- 26 -- 26
Exploration 193 69 213 123 598 11 609
Development 782 54 397 66 1,299 164 1,463
------ ---- ---- ---- ------ ---- ------
Total $1,006 $168 $610 $189 $1,973 $175 $2,148
====== ==== ==== ==== ====== ==== ======
Texaco Inc. 1993 Annual Report to Stockholders page 59.
Supplemental Oil and Gas Information
continued
Results of Operations--Oil and Gas Exploration and Producing Activities
The results below solely relate to Texaco's exploration for and net
production of liquids and natural gas. They exclude operating earnings
related to the sale of purchased oil and gas, equity earnings of cer-
tain affiliates, liquids and gas trading activity, general overhead,
and miscellaneous operating income. Related estimated income tax ex-
pense was computed by applying the statutory income tax rates, including
state and local income taxes, to the pre-tax results of operations and
reflects applicable credits and allowances.
Texaco Inc. and Consolidated Subsidiaries Equity Total
------------------------------------------------------------ --------------- -------
Other Other Affiliate
United Western Eastern -Other Eastern
Millions of dollars States Hemisphere Europe Hemisphere Worldwide Hemisphere
- ----------------------------------------------------------------------------------------------------------------------------------
For the year ended December 31, 1993
Gross revenues from:
Sales and transfers to affiliates
and to divisions and subsidiaries
within Texaco $2,945 $ -- $ 184 $ 457 $3,586 $ 486 $4,072
Sales to unaffiliated entities 464 130 350 98 1,042 23 1,065
Production costs (1,203) (50) (252) (205) (1,710) (146) (1,856)
Exploration expenses (102) (13) (76) (92) (283) (9) (292)
Depreciation, depletion and amortization (967) (28) (164) (93) (1,252) (64) (1,316)
Other expenses (213) (11) -- (21) (245) (4) (249)
------ ----- ------ ------ ------ ----- ------
Results before estimated income taxes 924 28 42 144 1,138 286 1,424
Estimated income taxes (303) (23) (6) (115) (447) (152) (599)
------ ----- ------ ------ ------ ----- ------
Net results $ 621 $ 5 $ 36 $ 29 $ 691 $ 134 $ 825
====== ===== ====== ====== ====== ===== ======
For the year ended December 31, 1992
Gross revenues from:
Sales and transfers to affiliates
and to divisions and subsidiaries
within Texaco $3,136 $ 55 $ 151 $ 495 $3,837 $ 536 $4,373
Sales to unaffiliated entities 440 167 389 12 1,008 19 1,027
Production costs (1,281) (87) (261) (173) (1,802) (138) (1,940)
Exploration expenses (107) (55) (73) (102) (337) (8) (345)
Depreciation, depletion and amortization (975) (41) (104) (72) (1,192) (53) (1,245)
Other expenses (244) (26) -- (22) (292) (20) (312)
------ ----- ------ ------ ------ ----- ------
Results before estimated income taxes 969 13 102 138 1,222 336 1,558
Estimated income taxes (321) (26) 2 (125) (470) (182) (652)
------ ----- ------ ------ ------ ----- ------
Net results $ 648 $ (13) $ 104 $ 13 $ 752 $ 154 $ 906
====== ===== ====== ====== ====== ===== ======
For the year ended December 31, 1991
Gross revenues from:
Sales and transfers to affiliates
and to divisions and subsidiaries
within Texaco $3,315 $ 187 $ 164 $ 373 $4,039 $ 563 $4,602
Sales to unaffiliated entities 460 209 455 37 1,161 20 1,181
Production costs (1,405) (115) (290) (80) (1,890) (129) (2,019)
Exploration expenses (115) (61) (142) (108) (426) (10) (436)
Depreciation, depletion and amortization (979) (50) (107) (51) (1,187) (55) (1,242)
Other expenses (209) (12) (3) (97) (321) (11) (332)
------ ----- ------ ------ ------ ----- ------
Results before estimated income taxes 1,067 158 77 74 1,376 378 1,754
Estimated income taxes (350) (154) 15 (67) (556) (212) (768)
------ ----- ------ ------ ------ ----- ------
Net results $ 717 $ 4 $ 92 $ 7 $ 820 $ 166 $ 986
====== ===== ====== ====== ====== ===== ======
Texaco Inc. 1993 Annual Report to Stockholders page 60.
Average Sales Prices and Production Costs--Per Unit
Average sales prices per unit are based upon the gross revenues
reported in the Results of Operations--Oil and Gas Exploration and
Producing Activities table. Average production costs per com-
posite barrel includes related depreciation, depletion and
amortization. It also includes cash lifting costs, excluding
payments for royalties and income taxes. However, users of this
information are cautioned that such income taxes and royalties
substantially add to the total cost of producing operations and
substantially reduce the profitability and cash flow from such
operations.
Average sales prices
----------------------------------------------------------------------------
1993 1992 1991
------------------------- ------------------------ -----------------------
Crude oil Natural Crude oil Natural Crude oil Natural
and natural gas per and natural gas per and natural gas per Average production costs
gas liquids thousand gas liquids thousand gas liquids thousand (per composite barrel)
per barrel cubic feet per barrel cubic feet per barrel cubic feet 1993 1992 1991
- -----------------------------------------------------------------------------------------------------------------------------------
United States $13.61 $2.07 $15.50 $1.73 $16.19 $1.54 $4.60 $4.77 $4.93
Other Western Hemisphere 11.11 .89 11.21 .78 10.33 .99 3.06 3.69 2.84
Europe 16.06 2.33 18.69 2.36 19.48 2.19 10.11 8.56 8.27
Other Eastern Hemisphere 15.18 2.58 17.83 2.89 18.90 2.78 5.49 6.17 3.69
Affiliate--Other Eastern
Hemisphere 13.45 -- 14.21 -- 15.38 -- 3.21 3.19 3.11
====== ===== ====== ===== ====== ===== ===== ===== =====
Standardized Measure of Discounted Future Net Cash Flows
The following table shows estimated future net cash flows from
future production of net developed and undeveloped reserves of
crude oil, natural gas liquids and natural gas; therefore, re-
serves exclude the royalty interests of others. As prescribed by
SFAS 69, such future net cash flows were estimated using year-end
prices, costs, and tax rates, and, a 10% annual discount factor.
Future production costs are based upon current year costs used
uniformly throughout the life of the reserves. Future development
costs include restoration and abandonment costs, net of residual
salvage value. Estimated future income taxes were computed by applying
the statutory income tax rates, including state and local taxes,
to the future pre-tax net cash flows less appropriate tax de-
ductions, giving effect to tax credits. Effective tax rates were
used for certain foreign areas.
Texaco is presenting this information in accordance with the
requirements of SFAS 69 and has exercised all due care in develop-
ing the data. It is necessary to caution investors and other users
of the information to avoid its simplistic use. While the intent of
this disclosure is to provide a common benchmark to help financial
statement users project future cash flows and compare companies,
users should note the following: data in this table excludes the
effect of future changes in prices, costs, and tax rates which past
experience indicates will occur. Such future changes could signifi-
cantly impact the disclosed discounted net cash flows. The data also
excludes the estimated net cash flows from reserves that are yet to
be proved. Extensive judgement is used to estimate the timing of
production and future costs over the remaining life of the reserves
utilized in developing this disclosure. Values can be distorted by
the use of year-end prices that may reflect seasonal factors or un-
predictable distortions from wars and other significant world events.
For all the preceding reasons, this disclosure is not necessarily indica-
tive of Texaco's perception of the future cash flows to be derived from
underground reserves.
Texaco Inc. 1993 Annual Report to Stockholders page 61.
Supplemental Oil and Gas Information
continued
Standardized Measure of Discounted Future Net Cash Flows
Texaco Inc. and Consolidated Subsidiaries Equity Total
------------------------------------------------------------ --------------- -------
Other Other Affiliate
United Western Eastern -Other Eastern
Millions of dollars States Hemisphere Europe Hemisphere Worldwide Hemisphere
- ----------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1993
Future cash inflows from sale of oil and gas $24,897 $1,373 $5,444 $4,044 $35,758 $4,113 $39,871
Future production costs (10,678) (774) (3,023) (1,879) (16,354) (1,573) (17,927)
Future development costs (2,831) (166) (1,060) (418) (4,475) (636) (5,111)
Future income tax expense (3,060) (156) (487) (1,228) (4,931) (1,009) (5,940)
------- ------ ------ ------ ------- ------ -------
Net future cash flows before discount 8,328 277 874 519 9,998 895 10,893
10% discount for timing of future cash flows (3,231) (113) (305) (168) (3,817) (349) (4,166)
------- ------ ------ ------ ------- ------ -------
Standardized measure: discounted future
net cash flows $ 5,097 $ 164 $ 569 $ 351 $ 6,181 $ 546 $ 6,727
======= ====== ====== ====== ======= ====== =======
As of December 31, 1992
Future cash inflows from sale of oil and gas $31,609 $1,669 $5,917 $5,485 $44,680 $5,154 $49,834
Future production costs (11,487) (827) (2,541) (1,615) (16,470) (1,780) (18,250)
Future development costs (3,128) (120) (959) (400) (4,607) (631) (5,238)
Future income tax expense (5,173) (303) (966) (2,476) (8,918) (1,399) (10,317)
------- ------ ------ ------- ------- ------ -------
Net future cash flows before discount 11,821 419 1,451 994 14,685 1,344 16,029
10% discount for timing of future cash flows (4,741) (176) (517) (357) (5,791) (522) (6,313)
------- ------ ------ ------ ------- ------ -------
Standardized measure: discounted future
net cash flows $ 7,080 $ 243 $ 934 $ 637 $ 8,894 $ 822 $ 9,716
======= ====== ====== ====== ======= ====== =======
As of December 31, 1991
Future cash inflows from sale of oil and gas $29,908 $1,820 $6,351 $5,579 $43,658 $4,752 $48,410
Future production costs (12,157) (814) (2,258) (1,935) (17,164) (1,423) (18,587)
Future development costs (3,837) (147) (1,312) (390) (5,686) (502) (6,188)
Future income tax expense (4,075) (481) (1,152) (2,334) (8,042) (1,583) (9,625)
------- ------ ------ ------ ------- ------ -------
Net future cash flows before discount 9,839 378 1,629 920 12,766 1,244 14,010
10% discount for timing of future cash flows (3,817) (164) (655) (345) (4,981) (423) (5,404)
------- ------ ------ ------ ------- ------ -------
Standardized measure: discounted future
net cash flows $ 6,022 $ 214 $ 974 $ 575 $ 7,785 $ 821 $ 8,606
======= ====== ====== ====== ======= ====== =======
Changes in the Standardized Measure of
Discounted Future Net Cash Flows
Texaco Inc. and Consolidated Total Including Equity in
Subsidiaries--Worldwide Affiliate--Other Eastern Hemisphere
----------------------------------------------------------------------------------
Millions of dollars 1993 1992 1991 1993 1992 1991
- ----------------------------------------------------------------------------------------------------------------------------------
Standardized measure--Beginning of year $8,894 $7,785 $12,968 $9,716 $8,606 $14,544
Sales of minerals-in-place (211) (115) (138) (211) (115) (138)
------ ------ ------- ------ ------ -------
8,683 7,670 12,830 9,505 8,491 14,406
Changes in ongoing oil and gas
operations:
Sales and transfers of produced
oil and gas, net of estimated
future production costs (2,918) (3,043) (3,310) (3,281) (3,460) (3,764)
Net changes in prices, production
and development costs (5,512) 1,182 (11,537) (6,001) 788 (13,301)
Extensions, discoveries and
improved recovery, less related
costs 955 541 830 963 763 777
Development costs incurred during
the period 1,137 1,250 1,299 1,274 1,421 1,463
Timing of production and other
changes (488) (551) 83 (564) (488) (45)
Revisions of previous quantity
estimates 725 1,129 865 787 1,111 1,025
Purchases of minerals-in-place 6 12 12 6 12 12
Accretion of discount 1,398 1,234 2,203 1,566 1,420 2,561
Net change in future income taxes 2,195 (530) 4,510 2,472 (342) 5,472
------ ------ ------- ------ ------ ------
Standardized measure--End of year $6,181 $8,894 $ 7,785 $6,727 $9,716 $8,606
====== ====== ======= ====== ====== ======
Texaco Inc. 1993 Annual Report to Stockholders page 62.
Selected Financial Data
Selected Quarterly Financial Data*
1993 1992**
------------------------------------- ----------------------------------
First Second Third Fourth First Second Third Fourth
Millions of dollars Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
--------------------------------------------------------------------------------------------------------------
Revenues Sales and services $8,061 $8,591 $8,276 $8,317 $8,085 $8,943 $9,483 $9,176
Equity in income of affiliates,
income from dividends, interest,
asset sales and other 172 182 214 258 193 144 221 285
------ ------ ------ ------ ------ ------ ------ ------
8,233 8,773 8,490 8,575 8,278 9,087 9,704 9,461
------ ------ ------ ------ ------ ------ ------ ------
Deductions Purchases and other costs 5,957 6,380 6,167 6,163 6,003 6,844 7,228 6,886
Operating expenses 708 754 835 789 714 726 776 856
Selling, general and administrative
expenses 402 418 524 439 416 402 440 534
Maintenance and repairs 98 96 102 122 109 105 110 122
Exploratory expenses 55 60 161 76 78 84 89 98
Depreciation, depletion and
amortization 375 386 401 406 387 389 366 394
Interest expense, taxes other than
income taxes and minority interest 253 257 270 245 256 264 243 262
------ ------ ------ ------ ------ ------ ------ ------
7,848 8,351 8,460 8,240 7,963 8,814 9,252 9,152
------ ------ ------ ------ ------ ------ ------ ------
Income from continuing operations
before income taxes and cumulative
effect of accounting changes 385 422 30 335 315 273 452 309
Provision for (benefit from) income
taxes 104 110 (287) (14) 92 124 127 (32)
------ ------ ------ ------ ------ ------ ------ ------
Net income from continuing operations,
before cumulative effect of
accounting changes 281 312 317 349 223 149 325 341
Discontinued operations
Net income (loss) from operations (3) (3) (11) -- 9 2 (9) (28)
Net loss on disposal -- -- (164) (10) -- -- -- --
Cumulative effect of accounting
changes -- -- -- -- (300) -- -- --
------ ------ ------ ------ ------ ------ ------ ------
Net Income (Loss) $ 278 $ 309 $ 142 $ 339 $ (68) $ 151 $ 316 $ 313
====== ====== ====== ====== ====== ====== ====== ======
Per common share (dollars)
Net income (loss) before cumulative
effect of accounting changes
Continuing operations $ .98 $ 1.11 $ 1.13 $ 1.25 $ .77 $ .48 $ 1.16 $ 1.22
Discontinued operations (.01) (.01) (.68) (.04) .03 .01 (.04) (.11)
Cumulative effect of accounting
changes -- -- -- -- (1.16) -- -- --
------ ------ ------ ------ ------ ------ ------ ------
Net income (loss) $ .97 $ 1.10 $ .45 $ 1.21 $ (.36) $ .49 $ 1.12 $ 1.11
====== ====== ====== ====== ====== ====== ====== ======
*Results for 1992 and the first and second quarters of 1993 have been reclassified to separately identify
discontinued operations.
**Results for 1992 reflect the impact of the 1992 adoption of SFAS 106 and SFAS 109 which resulted in a
cumulative after-tax charge of $536 million, or $2.07 per common share, and benefit of $236 million, or
$.91 per common share, respectively, as of January 1, 1992. The combined effects of SFAS 106 and SFAS 109
on results for the first three quarters of 1992 were as follows--increase (decrease): first quarter $32
million or $.12 per share; second quarter, $(94) million, or $(.36) per share; third quarter, $47 million,
or $.18 per share. The SFAS 109 portions of these amounts for the first, second and third quarters of 1992
were $39 million, or $.15 per share; $(87) million, or $(.34) per share; and $53 million, or $.21 per share,
respectively.
See accompanying notes to consolidated financial statements.
Texaco Inc. 1993 Annual Report to Stockholders page 63.
Selected Financial Data
continued
Five-Year Comparison of Selected Financial Data*
Millions of dollars 1993 1992 1991 1990 1989
---------------------------------------------------------------------------------------------------------------
For the year: Revenues from continuing operations $34,071 $36,530 $37,162 $40,508 $34,209
Net income (loss) before cumulative effect of
accounting changes
Continuing operations $ 1,259 $ 1,038 $ 1,292 $ 1,405 $ 2,106
Discontinued operations (191) (26) 2 45 307
Cumulative effect of accounting changes -- (300) -- -- --
------- ------- ------- ------- -------
Net income $ 1,068 $ 712 $ 1,294 $ 1,450 $ 2,413
------- ------- ------- ------- -------
Per common share (dollars)
Primary net income (loss) before cumulative
effect of accounting changes
Continuing operations $ 4.47 $ 3.63 $ 4.60 $ 5.01 $ 7.93
Discontinued operations (.73) (.10) .01 .17 1.19
Cumulative effect of accounting changes -- (1.16) -- -- --
------- ------- ------- ------- -------
Primary net income $ 3.74 $ 2.37 $ 4.61 $ 5.18 $ 9.12
------- ------- ------- ------- -------
Fully diluted net income (loss) before
cumulative effect of accounting changes
Continuing operations $ 4.43 $ 3.62 $ 4.54 $ 4.92 $ 7.65
Discontinued operations (.71) (.10) .01 .16 1.09
Cumulative effect of accounting changes -- (1.16) -- -- --
------- ------- ------- ------- -------
Fully diluted net income $ 3.72 $ 2.36 $ 4.55 $ 5.08 $ 8.74
------- ------- ------- ------- -------
Dividends $ 3.20 $ 3.20 $ 3.20 $ 3.05 $ 10.00
Total cash dividends paid on common stock $ 828 $ 828 $ 827 $ 793 $ 2,635
At end of year: Total assets $26,626 $25,992 $26,182 $25,975 $25,636
Debt and capital lease obligations
Short-term $ 669 $ 140 $ 1,331 $ 1,516 $ 1,311
Long-term 6,157 6,441 5,173 4,485 4,714
------- ------- ------- ------- -------
Total debt and capital lease obligations $ 6,826 $ 6,581 $ 6,504 $ 6,001 $ 6,025
======= ======= ======= ======= =======
*Results have been reclassified to separately identify discontinued operations as appropriate.
See accompanying notes to consolidated financial statements.
Texaco Inc. 1993 Annual Report to Stockholders page 64.
Investor Information
Stockholder Information
Texaco Inc.'s Form 10-K Report to the Securities and
Exchange Commission for 1993 and a Financial and
Operational Supplement to Texaco's 1993 Annual
Report are available to stockholders and others who
request them.
To obtain copies, please write to Mr. Carl B. Davidson,
Vice President and Secretary, Texaco Inc., 2000
Westchester Avenue, White Plains, New York 10650.
In recognition of Texaco's long-standing commit-
ment to corporate citizenship, the Texaco Foundation was
founded in December 1979 for the purpose of making
charitable contributions in the United States to selected
tax-exempt organizations, particularly in the fields of
higher education, arts and culture, civic and public inter-
est, social betterment, health and the environment. Upon
written request to our White Plains office, the Texaco
Foundation will send a copy of its Annual Report.
Those wishing to receive a report on Texaco's equal
opportunity activities may also do so by writing to Mr.
John D. Ambler, Vice President, Human Resources, at
our White Plains office, requesting a copy of Texaco:
Equal Opportunity--Taking Affirmative Action at Work and
in the Community.
Investor Services Plan
The company's Investor Services Plan provides individu-
als with a variety of innovative and quality stockholder
services--all designed to make investing in Texaco com-
mon stock easy. Enrollment in the Plan is open to anyone
and, even if you are not already a stockholder, your initial
investment can be made directly through the company.
The Plan contains many interesting features such as divi-
dend reinvestment, optional cash investments and custo-
dial service for stock certificates, and is a great way to
start an investment program for family members and
friends.
For a complete informational package, including a
Plan prospectus, call 1-800-283-9785.
Annual Meeting
Texaco Inc.'s Annual Stockholders Meeting will be held
at the Hyatt Regency Tech Center in Denver, Colorado,
on Tuesday, May 10, 1994.
A formal notice of the meeting, together with a
proxy statement and proxy form, will be mailed to
stockholders.
Market Information
The New York Stock Exchange is the principal exchange
on which Texaco Inc. common stock is traded. There
were 201,435 stockholders of record as of February 24,
1994. The high and low sales prices of Texaco Inc.
common stock as quoted on the composite tape of the
New York Stock Exchange during 1993 and 1992 were
as follows:
1993 1992
-------------- --------------
High Low High Low
- -----------------------------------------------------
First Quarter $64.63 $57.63 $63.63 $56.13
Second Quarter 65.75 61.75 66.88 56.50
Third Quarter 68.50 60.63 65.88 61.75
Fourth Quarter 69.50 62.00 64.25 57.75
====== ====== ====== ======
Common Stock Dividends
Texaco Inc. paid quarterly cash dividends of 80 cents per
share to its common stockholders in 1993 and 1992, for a
total of $3.20 per share for each year.
Stock Transfer Offices
Texaco Inc.
Investor Relations and Shareholder
Services Department
2000 Westchester Avenue
White Plains, New York 10650
Mellon Securities Transfer Services
120 Broadway--33rd Floor
New York, NY 10271
Montreal Trust Company
151 Front Street West--8th Floor
Toronto, Ontario, Canada M5J 2N1
Texaco Inc. 1993 Annual Report to Stockholders page 65.
EXHIBIT 21
--------------------------
Subsidiaries of Registrant
1993
Parents of Registrant
None
Registrant
Texaco Inc.
The operations of the Registrant and its subsidiaries are generally grouped by
divisions. The divisions are comprised of various subsidiaries and affiliates.
The significant subsidiaries included in the consolidated financial statements
of the Registrant, grouped by the division primarily responsible for each, are
as follows:
Organized
under
Texaco U.S.A. the laws of
- ------------- -----------------
Four Star Oil and Gas Company Delaware
Texaco Cogeneration Company Delaware
Texaco Pipeline Inc. Delaware
Texaco Exploration and Production Inc. Delaware
Texaco Refining and Marketing Inc. Delaware
Texaco Refining and Marketing (East) Inc. Delaware
Texaco Trading and Transportation Inc. Delaware
Texaco Europe
- -------------
Texaco A/S Denmark
Texaco Britain Limited England
Texaco Denmark Inc. Delaware
Texaco Investments (Netherlands), Inc. Delaware
Texaco Limited England
Texaco North Sea U.K. Company Delaware
Texaco Latin America/West Africa
- --------------------------------
Texaco Brasil S.A. Produtos de Petroleo Brazil
Texaco Overseas (Nigeria) Petroleum Company Nigeria
Texaco Overseas Petroleum Company Delaware
Texaco Panama Inc. Panama
Texas Petroleum Company New Jersey
Other significant subsidiaries of the Registrant not within
- -----------------------------------------------------------
the above divisions
- -------------------
Heddington Insurance Ltd. Bermuda
Saudi Arabian Texaco Inc. Delaware
Texaco International Trader Inc. Delaware
Texaco Overseas Holdings Inc. Delaware
TRMI Holdings Inc. Delaware
Texaco Chemical Company, a wholly owned subsidiary of Texaco Inc., is not
listed, as Texaco expects to sell Texaco Chemical Company and substantially
all of its worldwide chemical operations in April 1994.
Names of certain subsidiary companies are omitted because, considered in the
aggregate as a single subsidiary company, they do not constitute a significant
subsidiary company.
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated February 24, 1994 included or incorporated by
reference in Texaco Inc.'s Form 10-K for the year ended December 31, 1993,
into the following previously filed Registration Statements:
1. Form S-3 File Number 2-37010
2. Form S-3 File Number 33-31148
3. Form S-8 File Number 2-67125
4. Form S-8 File Number 2-76755
5. Form S-8 File Number 2-90255
6. Form S-8 File Number 33-34043
7. Form S-3 File Number 33-40309
8. Form S-8 File Number 33-45952
9. Form S-8 File Number 33-45953
10. Form S-3 File Number 33-63996
11. Form S-3 File Number 33-50553 and 33-50553-01
ARTHUR ANDERSEN & CO.
New York, N.Y.
March 28, 1994.
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director
of TEXACO INC., a Delaware corporation (the "Company"), hereby makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 21st day of January, 1994.
ALFRED C. DE CRANE, JR. (SEAL)
-----------------------
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
of TEXACO INC., a Delaware corporation (the "Company"), hereby makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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, par value $6.25 per share, and preferred stock, par value $1.00 per
share, 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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 17th day of January, 1994.
ALLEN J. KROWE (SEAL)
--------------
Vice Chairman and Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
of TEXACO INC., a Delaware corporation (the "Company"), hereby makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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, par value $6.25 per share, and preferred stock, par value $1.00 per
share, 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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 1st day of March, 1994.
ROBERT C. OELKERS (SEAL)
-----------------
Comptroller
(Principal Accounting Officer)
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director
of TEXACO INC., a Delaware corporation (the "Company"), hereby makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 14th day of January, 1994.
ROBERT A. BECK (SEAL)
--------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 27th day of January, 1994.
JOHN BRADEMAS (SEAL)
-------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 21st day of January, 1994.
WILLARD C. BUTCHER (SEAL)
------------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 20th day of January, 1994.
EDMUND M. CARPENTER (SEAL)
-------------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 14th day of January, 1994.
WILLIAM J. CROWE, JR. (SEAL)
--------------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 24th day of January, 1994.
FRANKLYN G. JENIFER (SEAL)
-------------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 26th day of January, 1994.
JAMES W. KINNEAR (SEAL)
----------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 27th day of January, 1994.
THOMAS S. MURPHY (SEAL)
----------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 13th day of January, 1994.
CHARLES H. PRICE, II (SEAL)
--------------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set her name and
seal as of the 14th day of January, 1994.
ROBIN B. SMITH (SEAL)
--------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 31st day of January, 1994.
WILLIAM C. STEERE, JR. (SEAL)
---------------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 2nd day of February, 1994.
THOMAS A. VANDERSLICE (SEAL)
---------------------
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 makes,
designates, constitutes and appoints CARL B. DAVIDSON and ROBERT E. KOCH,
and either of them (with full power to act without the other), as the
undersigned's true and lawful 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 and 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,
par value $6.25 per share, and preferred stock, par value $1.00 per share,
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 for the year ended
December 31, 1993, 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 and 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 his 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 March 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and
seal as of the 3rd day of February, 1994.
WILLIAM WRIGLEY (SEAL)
---------------
