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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-368-2
Chevron Corporation
(Exact name of registrant as specified in its charter)
Delaware 94-0890210
- ------------------------------- ----------------
- -----
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
575 Market Street, San Francisco, California 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 894-7700
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NONE
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(Former name or former address, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
Class Outstanding as of March 31, 1998
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- -
Common stock, $1.50 par value 654,049,373
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<PAGE>
INDEX
Page No.
Cautionary Statements Relevant to Forward-Looking
Information for the Purpose of "Safe Harbor"
Provisions of the Private Securities Litigation
Reform Act of 1995 1
PART I. FINANCIAL INFORMATION
- ------ ---------------------
Item 1. Financial Statements
Consolidated Statement of Income for the
three months ended March 31, 1998 and 1997 2
Consolidated Statement of Comprehensive Income
for the three months ended March 31, 1998 and 1997 2
Consolidated Balance Sheet at March 31, 1998
and December 31, 1997 3
Consolidated Statement of Cash Flows for the three months
ended March 31, 1998 and 1997 4
Notes to Consolidated Financial Statements 5-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-17
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings 18
Item 6. Listing of Exhibits and Reports on Form 8-K 18
Signature 18
Exhibit: Computation of Ratio of Earnings to Fixed Charges 19
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR
THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This quarterly report on Form 10-Q contains forward-looking statements relating
to Chevron's operations that are based on management's current expectations,
estimates and projections about the petroleum and chemicals industries. Words
such as "expects," "intends," "plans," "projects," "believes,"
"estimates" and similar expressions are used to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecast in such forward-looking statements.
Among the factors that could cause actual results to differ materially
are crude oil and natural gas prices; refining margins and marketing
margins; chemicals prices and competitive conditions affecting supply and
demand for the company's aromatics, olefins and additives products; potential
failure to achieve expected production from existing and future oil and gas
development projects; potential disruption or interruption of the company's
production or manufacturing facilities due to accidents or political events;
potential liability for remedial actions under existing or future environmental
regulations; and potential liability resulting from pending or future
litigation. In addition, such statements could be affected by general
domestic and international economic and political conditions.
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PART I. FINANCIAL INFORMATION
CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Three Months Ended
March 31,
----------------------
Millions of Dollars, Except Per-Share Amounts 1998 1997
- ------------------------------------------------------------------------------
Revenues
Sales and other operating revenues (1) $ 7,464 $10,794
Equity in net income of affiliated companies 151 178
Other income 38 121
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Total Revenues 7,653 11,093
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Costs and Other Deductions
Purchased crude oil and products 3,635 5,710
Operating expenses 1,206 1,375
Selling, general and administrative expenses 253 345
Exploration expenses 101 81
Depreciation, depletion and amortization 554 546
Taxes other than on income* 1,011 1,495
Interest and debt expense 94 82
----------------------
Total Costs and Other Deductions 6,854 9,634
----------------------
Income Before Income Tax Expense 799 1,459
Income Tax Expense 299 628
----------------------
Net Income $ 500 $ 831
======================
Per Share of Common Stock:
Net Income - Basic $ .77 $ 1.27
- Diluted $ .76 $ 1.27
Dividends $ .61 $ .54
Weighted Average Number of
Shares Outstanding (000s) 653,678 653,323
(1) Includes consumer excise taxes. $ 852 $ 1,314
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
March 31,
----------------------
Millions of Dollars, 1998 1997
- ------------------------------------------------------------------------------
Net Income $ 500 $ 831
Currency translation adjustment - (31)
Unrealized holding gain (loss) on securities 2 (5)
Minimum pension liability adjustment (16) 4
----------------------
Other Comprehensive Income, net of tax (14) (32)
----------------------
Comprehensive Income $ 486 $ 799
======================
See accompanying notes to consolidated financial statements.
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<PAGE>
CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31, December 31,
Millions of Dollars 1998 1997
(Unaudited)
- ------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 1,265 $ 1,015
Marketable securities 501 655
Accounts and notes receivable 3,111 3,374
Inventories:
Crude oil and petroleum products 555 539
Chemicals 579 547
Materials, supplies and other 305 292
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1,439 1,378
Prepaid expenses and other current assets 748 584
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Total Current Assets 7,064 7,006
Long-term receivables 510 471
Investments and advances 4,618 4,496
Properties, plant and equipment, at cost 49,606 49,233
Less: accumulated depreciation,
depletion and amortization 26,793 26,562
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22,813 22,671
Deferred charges and other assets 845 829
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Total Assets $35,850 $35,473
========================
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LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt $ 2,707 $ 1,637
Accounts payable 2,319 2,735
Accrued liabilities 1,147 1,450
Federal and other taxes on income 664 732
Other taxes payable 393 392
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Total Current Liabilities 7,230 6,946
Long-term debt 4,070 4,139
Capital lease obligations 292 292
Deferred credits and other non-current obligations 1,706 1,745
Deferred income taxes 3,390 3,215
Reserves for employee benefit plans 1,685 1,664
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Total Liabilities 18,373 18,001
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Preferred stock (authorized 100,000,000
shares, $1.00 par value, none issued) - -
Common stock (authorized 1,000,000,000 shares,
$1.50 par value, 712,487,068 shares issued) 1,069 1,069
Capital in excess of par value 2,052 2,022
Deferred compensation -
Employee Stock Ownership Plan (ESOP) (690) (750)
Accumulated other comprehensive income (91) (77)
Retained earnings 17,294 17,185
Treasury stock, at cost (58,442,726 and 56,555,871
shares at March 31, 1998 and December 31, 1997,
respectively) (2,157) (1,977)
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Total Stockholders' Equity 17,477 17,472
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Total Liabilities and Stockholders' Equity $35,850 $35,473
========================
See accompanying notes to consolidated financial statements.
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<PAGE>
CHEVRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
--------------------
Millions of Dollars 1998 1997
- ------------------------------------------------------------------------------
Operating Activities
Net income $ 500 $ 831
Adjustments
Depreciation, depletion and amortization 554 546
Dry hole expense related to prior years' expenditures 22 13
Distributions less than equity in affiliates' income (99) (88)
Net before-tax losses (gains) on asset
retirements and sales 8 (67)
Net currency translation losses (gains) 16 (7)
Deferred income tax provision 165 168
Net increase in operating working capital (760) (315)
Other (86) (51)
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Net Cash Provided by Operating Activities 320 1,030
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Investing Activities
Capital expenditures (730) (712)
Proceeds from asset sales 12 58
Net sales of marketable securities 153 328
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Net Cash Used for Investing Activities (565) (326)
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Financing Activities
Net borrowings of short-term obligations 1,059 304
Proceeds from issuance of long-term debt 9 5
Repayments of long-term debt and
other financing obligations (7) (156)
Cash dividends (399) (353)
Net purchases of treasury shares (164) (2)
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Net Cash Provided by (Used for)
Financing Activities 498 (202)
--------------------
Effect of Exchange Rate Changes on Cash
and Cash Equivalents (3) (9)
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Net Change in Cash and Cash Equivalents 250 493
Cash and Cash Equivalents at January 1 1,015 892
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Cash and Cash Equivalents at March 31 $1,265 $1,385
====================
See accompanying notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying consolidated financial statements of Chevron Corporation and
its subsidiaries (the company) have not been audited by independent
accountants, except for the balance sheet at December 31, 1997. In the opinion
of the company's management, the interim data include all adjustments necessary
for a fair statement of the results for the interim periods. These adjustments
were of a normal recurring nature, except for the special items described in
Note 2.
Certain notes and other information have been condensed or omitted from the
interim financial statements presented in this Quarterly Report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with the
company's 1997 Annual Report on Form 10-K.
The results for the three-month period ended March 31, 1998, are not
necessarily indicative of future financial results.
Note 2. Net Income
Net income for the first quarter of 1998 benefited $64 million from special
items. The 1998 results include a benefit of $125 million from favorable
prior-year income tax adjustments. Partially offsetting this benefit were
special charges of $56 million for the deferred tax effects from an exchange of
international exploration and production properties and a net $5 million for
provisions for environmental remediation in the company's U.S. refining,
marketing and transportation operations.
Net income for the first quarter of 1997 benefited $27 million from special
items. The company recognized gains of $49 million from the sales of a
producing property in the Gulf of Mexico and one in southern California.
Partially offsetting these gains were special charges of $22 million for
provisions for environmental remediation and other items.
Foreign exchange losses of $46 million and $18 million were included in first
quarter 1998 and 1997 net income, respectively.
Note 3. Information Relating to the Statement of Cash Flows
The "Net increase in operating working capital" is composed of the following:
Three Months Ended
March 31,
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Millions of Dollars 1998 1997
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Decrease in accounts and notes receivable $ 267 $ 302
(Increase) decrease in inventories (61) 101
Increase in prepaid expenses and other current assets (169) (14)
Decrease in accounts payable and accrued liabilities (726) (722)
(Decrease) increase in income and other taxes payable (71) 18
----------------------------------------------------------------------
Net increase in operating working capital $ (760) $ (315)
======================================================================
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<PAGE>
"Net Cash Provided by Operating Activities" includes the following cash
payments for interest on debt and for income taxes:
Three Months Ended
March 31,
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Millions of Dollars 1998 1997
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Interest paid on debt (net of capitalized interest) $ 92 $ 98
Income taxes paid $ 205 $ 445
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The "Net sales of marketable securities" consists of the following gross
amounts:
Three Months Ended
March 31,
------------------
Millions of Dollars 1998 1997
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Marketable securities purchased $ (534) $ (671)
Marketable securities sold 687 999
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Net sales of marketable securities $ 153 $ 328
======================================================================
The Consolidated Statement of Cash Flows excludes the following non-cash
transactions:
The company's Employee Stock Ownership Plan (ESOP) repaid $60 million and $50
million of matured debt guaranteed by Chevron Corporation in January of 1998
and 1997, respectively. These payments were recorded by the company as a
reduction in its debt outstanding and in Deferred Compensation - ESOP.
Note 4. Summarized Financial Data - Chevron U.S.A. Inc.
At March 31, 1998, Chevron U.S.A. Inc. was Chevron Corporation's principal U.S.
operating subsidiary, consisting primarily of the company's U.S. integrated
petroleum operations (excluding most of the domestic pipeline operations) and
the majority of the company's worldwide petrochemical operations. These
operations were conducted by Chevron U.S.A. Production Company, Chevron
Products Company and Chevron Chemical Company LLC. Effective February 1,
1998,Chevron Chemical Company, which conducted Chevron's primary chemicals
operations, merged into Chevron Chemical Company LLC, a wholly owned subsidiary
of Chevron U.S.A. Inc. Summarized financial information for Chevron U.S.A.
Inc. and its consolidated subsidiaries is presented in the following table.
Three Months Ended
March 31,
------------------
Millions of Dollars 1998 1997
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Sales and other operating revenues $5,862 $7,639
Costs and other deductions 5,705 7,187
Net income 196 378
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<PAGE>
March 31, December 31,
Millions of Dollars 1998 1997
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Current assets $ 3,570 $ 2,854
Other assets 15,596 13,867
Current liabilities 3,097 3,282
Other liabilities 5,802 4,966
Net worth 10,267 8,473
======================================================================
The increases in most of the balance sheet categories shown above are primarily
due to the merger of Chevron Chemical Company into Chevron Chemical Company LLC
effective February 1, 1998. An increase in current liabilities arising from
the merged operations was more than offset by decreases in existing current
liabilities, primarily due to reductions in accounts payable and current taxes
payable.
Note 5. Summarized Financial Data - Chevron Transport Corporation
Chevron Transport Corporation (CTC), a Liberian corporation, is an indirect,
wholly owned subsidiary of Chevron Corporation. CTC is the principal operator
of Chevron's international tanker fleet and is engaged in the marine
transportation of crude oil and refined petroleum products. Most of CTC's
shipping revenue is derived by providing transportation services to other
Chevron companies. Chevron Corporation has guaranteed this subsidiary's
obligations in connection with certain debt securities where CTC is deemed to
be an issuer. In accordance with the Securities and Exchange Commission's
disclosure requirements, summarized financial information for CTC and its
consolidated subsidiaries is presented below. This summarized financial data
was derived from the financial statements prepared on a stand-alone basis in
conformity with generally accepted accounting principles.
Three Months Ended
March 31,
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Millions of Dollars 1998 1997
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Sales and other operating revenues $135 $121
Costs and other deductions 131 137
Net income 8 4
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March 31, December 31,
Millions of Dollars 1998 1997
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Current assets $ 215 $ 243
Other assets 921 897
Current liabilities 736 666
Other liabilities 309 311
Net worth 91 163
======================================================================
In March 1998, CTC returned $80 million of paid-in capital to its parent in
partial settlement of a receivable balance.
Separate financial statements and other disclosures with respect to CTC are
omitted as such separate financial statements and other disclosures are not
material to investors in the debt securities deemed issued by CTC. There were
no restrictions on CTC's ability to pay dividends or make loans or advances at
March 31, 1998.
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<PAGE>
Note 6. Summarized Financial Data - Caltex Group of Companies
Summarized financial information for the Caltex Group of Companies, owned 50
percent by Chevron and 50 percent by Texaco Inc., is as follows (amounts
reported are on a 100 percent Caltex Group basis):
Three Months Ended
March 31,
------------------
Millions of Dollars 1998 1997 (1)
----------------------------------------------------------------------
Gross revenues $4,306 $4,694
Income before income taxes 319 320
Net income 204 186
======================================================================
(1) 1997 amounts have been reclassified to conform to 1998 presentation
Note 7. Income Taxes
Taxes on income for the first quarter of 1998 were $299 million compared with
$628 million in last year's first quarter. The effective tax rate for the
first quarter of 1998 was 37.4 percent compared with 43.1 percent in last
year's first quarter. The primary reason for the more than 5 percent decrease
in the effective rate between periods was favorable prior-year income tax
adjustments. These adjustments were partially offset by the deferred tax
effects of an exchange of international upstream properties and a shift in the
1998 international earnings mix to higher effective tax rate countries.
Note 8. - Taxes Other Than On Income
Taxes other than on income for the first quarter 1998 were $1,011 million
compared with $1,495 million in last year's first quarter. The effect of the
company's fourth quarter 1997 withdrawal from the U.K. refining and marketing
business represents a $462 million decrease in excise taxes. This decrease in
excise taxes is also a component of the decrease in sales and other operating
revenues between periods. There is no net income effect from the decrease in
excise taxes.
Note 9. Contingent Liabilities
Litigation -
The company is a defendant in a lawsuit that Oxy U.S.A. brought in its capacity
as successor in interest to Cities Service Company. The lawsuit claims damages
resulting from the allegedly improper termination of a tender offer to purchase
Cities' stock in 1982 made by Gulf Oil Corporation, acquired by Chevron in
1984. A trial with respect to the claims ended in July 1996 with a judgment
against the company of $742 million, including interest that continues to
accrue at a rate of 9.55 percent per year while the appeal is pending. The
company has filed an appeal with the Oklahoma Supreme Court and posted a bond
for 1.5 times the amount of the judgment. Although the ultimate outcome of
this matter cannot be determined presently with certainty, the company believes
that errors were committed by the trial court that should result in the
judgment being reversed on appeal.
In a lawsuit in Los Angeles, California, brought in 1995, the company and five
other oil companies are contesting the validity of a patent granted to Unocal
Corporation (Unocal) for reformulated gasoline, which the company sells in
California during certain months of the year. The first two phases of the
trial were concluded in October and November 1997, with the jury upholding the
validity of the patent and assessing damages at the rate of 5.75 cents per
gallon of gasoline sold in infringement of the patent between March 1 and July
1, 1996. In the third phase of the trial, the judge heard evidence to
determine if the patent is enforceable; the matter is currently under
submission. While the ultimate outcome of this matter cannot be determined with
certainty, the company believes Unocal's patent is invalid and any unfavorable
rulings should be reversed upon appeal. However, should the jury's findings
-8-
<PAGE>
and Unocal's position ultimately be upheld, the company's exposure with respect
to future reformulated gasoline sales would depend on the availability of
alternate formulations and the industry's ability to recover additional costs
of production through prices charged to its customers.
The company is the subject of other lawsuits and claims, including, along with
other oil companies, actions challenging oil and gas royalty and severance tax
payments based on posted prices. Plaintiffs may seek to recover large and
sometimes unspecified amounts, and some matters may remain unresolved for
several years. While it is not practical to estimate a range of possible loss
for the company's litigation matters, losses could be material with respect to
earnings in any given period. However, management is of the opinion that
resolution of these matters will not materially affect its consolidated
financial position or liquidity.
Other Contingencies -
The U.S. federal income tax and California franchise tax liabilities of the
company have been settled through 1987 and 1991, respectively. In June 1997,
the company's Caltex affiliate received a claim from the U.S. Internal Revenue
Service (IRS) for $292 million in excise taxes, $140 million in penalties and
$1.6 billion in interest. The IRS claim relates to crude oil sales to Japanese
customers beginning in 1980. Caltex is challenging the claim and fully expects
to prevail. Caltex believes the underlying excise tax claim is wrong and
therefore the claim for penalties and interest is wrong. The Caltex claim has
been through the appeals process and will next move to court. In February 1998,
Caltex provided an initial letter of credit for $2.33 billion to the IRS to
pursue the claim. The letter of credit is guaranteed by Chevron and Texaco.
Caltex has also made a cash deposit with the IRS, which it believes is
appropriate in order to pursue this matter to court.
Settlement of open tax years is not expected to have a material effect on the
consolidated financial position or liquidity of the company and, in the opinion
of management, adequate provision has been made for income and franchise taxes
for all years under examination or subject to future examination.
The company and its subsidiaries have certain other contingent liabilities with
respect to guarantees, direct or indirect, of debt of affiliated companies or
others and long-term unconditional purchase obligations and commitments,
throughput agreements and take-or-pay agreements, some of which relate to
suppliers' financing arrangements.
The company is subject to loss contingencies pursuant to environmental laws and
regulations that in the future may require the company to take action to
correct or ameliorate the effects on the environment of prior disposal or
release of chemical or petroleum substances by the company or other parties.
Such contingencies may exist for various sites including, but not limited to:
Superfund sites and refineries, oil fields, service stations, terminals and
land development areas, whether operating, closed or sold. The amount of such
future cost is indeterminable due to such factors as the unknown magnitude of
possible contamination, the unknown timing and extent of the corrective actions
that may be required, the determination of the company's liability in
proportion to other responsible parties and the extent to which such costs are
recoverable from third parties. While the company has provided for known
environmental obligations that are probable and reasonably estimable, the
amount of future costs may be material to results of operations in the period
in which they are recognized. The company does not expect these costs to have
a material effect on its consolidated financial position or liquidity. Also,
the company does not believe its obligation to make such expenditures has had
or will have any significant impact on the company's competitive position
relative to other domestic or international petroleum or chemical concerns.
The company's operations, particularly oil and gas exploration and production,
can be affected by changing economic, regulatory and political environments in
the various countries, including the United States, in which it operates. In
certain locations, host governments have imposed restrictions, controls and
taxes, and, in others, political conditions have existed that may threaten the
safety of employees and the company's continued presence in those countries.
Internal unrest or strained relations between a host government and the company
or other governments may affect the company's operations. Those developments
have, at times, significantly affected the
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<PAGE>
company's related operations and results, and are carefully considered by
management when evaluating the level of current and future activity in such
countries.
Areas in which the company has significant operations include the United
States, Canada, Australia, United Kingdom, Republic of Congo, Angola, Nigeria,
Democratic Republic of Congo, Papua New Guinea, China, Indonesia and
Venezuela.
The company's Caltex affiliates have significant operations in Indonesia,
Korea, Japan, Australia, Thailand, the Philippines, Singapore, and South
Africa. The company's Tengizchevroil affiliate operates in Kazakhstan.
Note 10. Issuance of New Accounting Standards
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." The statement is effective
for financial statements for fiscal years beginning after December 15, 1997,
and earlier adoption is permitted. The company is currently evaluating
implementation of SOP 98-1.
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Quarter 1998 Compared With First Quarter 1997
Overview and Outlook
- --------------------
Net income for the 1998 first quarter was $500 million ($.76 per share -
diluted, $.77 per share - basic), a decrease of 40 percent from $831 million
($1.27 per share - diluted and basic) earned in the first quarter of 1997.
Special items benefited 1998 first quarter earnings $64 million compared with
benefits of $27 million in last year's first quarter.
This year's earnings were adversely affected by several major factors:
significantly lower crude oil prices, lower natural gas prices, foreign
currency losses and major scheduled maintenance at two of the company's largest
U.S. refineries. In addition, despite lower feedstock costs, sales margins were
squeezed by lower U.S. refined product prices resulting from an abundance of
supply. However, international downstream earnings increased compared with the
first quarter 1997, primarily in the company's Caltex and international
shipping operations.
Chevron's worldwide exploration and production (upstream) earnings suffered
appreciably from the decline in crude oil and natural gas prices since last
year's first quarter. These lower prices were the primary drivers for the
decline in earnings. The company's average U.S. crude oil realization per
barrel in the first quarter 1998 fell 37 percent compared with the 1997 first
quarter, while average U. S. natural gas realization declined 25 percent.
However, on the positive side, international liquids production continues to
grow. During the first quarter of 1998, net international liquids production
was up 2 percent from the first quarter of last year, including a record level
of liquids production from the five-year-old Tengizchevroil (TCO) joint venture
in Kazakhstan.
The interplay of rising supply and the declining rate of demand growth has
driven the crude price steadily downward. On the demand side, Asia's currency
crisis has slowed oil demand growth in that region and a globally mild winter
caused consumers in the northern hemisphere to require less oil and gas to heat
homes, offices and other buildings. Meanwhile, as the pace of demand growth
has dropped, worldwide oil supply has been increasing. New and improved
technologies have made oil and gas easier to find and produce.
Crude oil prices have remained "soft" into the 1998 second quarter, despite the
agreement by oil producing countries to cut production. During the first four
months of 1998, the spot price for West Texas Intermediate (WTI), an industry
benchmark light crude, averaged $15.78 per barrel representing a 28 percent
decline from the corresponding 1997 period.
Chevron is aware that some countries in which it produces may be considering
crude oil production cuts, but the company believes the net effect of any host
country directed changes will be insignificant to its overall production
levels. However, any host country directed reductions or limits may have an
adverse effect on the level of new production from current and future
development projects.
The company continues to monitor the crude oil market closely, but has not made
any substantive changes to its operations or capital spending plans and expects
to move forward with attractive investment opportunities.
Chevron and its affiliates continue to review and analyze their operations and
may close, sell, exchange, acquire or restructure assets to achieve operational
or strategic benefits to improve competitiveness and profitability. In
addition, Chevron receives claims from, and submits claims to, customers,
trading partners, contractors and suppliers. The amounts of these claims,
individually and in the aggregate, may be significant and require lengthy
periods to resolve. These activities may result in significant losses or gains
to income in future periods.
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<PAGE>
Current Developments
In spite of the low crude prices in the first quarter 1998, the company has
been active in all areas of its business. Some of the operational highlights
since the beginning of 1998 were:
The company announced the discovery of the Viosca Knoll Carbonate Trend in the
Gulf of Mexico offshore Mississippi. This is the first offshore U. S. Gulf
natural gas reserves to originate from Lower Cretaceous pay sands. This
carbonate trend is contiguous to and lies south of the giant Chevron-operated
Norphlet natural gas trend and other offshore production, possibly permitting
the tie-in of production from the new trend into existing infrastructure. The
company has made five new field discoveries in this trend since 1994, four
within the last 18 months. Chevron is the operator and holds the dominant
interest in 71 leases in this trend. The Viosca Knoll Block 68 discovery well,
drilled in June 1997, began production in April 1998 and is the first of the
five discovery wells in the trend that will begin production.
In the first quarter of 1998, Chevron signed two new exploration and
production-sharing agreements in Qatar and Bahrain. The onshore concession in
Qatar covers 10,900 square-kilometers and lies to the east of the Dukhan oil
field and south of the North Dome gas field. For Bahrain, the offshore
concession of three blocks covers approximately 5,900 square kilometers.
The company announced two crude oil discoveries in the Haute Mer deepwater
permit area offshore Congo, suspected to be on-trend with Chevron's two 1997
giant discoveries in Block 14 offshore Angola in the Cabinda Concession.
Chevron holds a 30 percent interest in each of these two discoveries.
Initial liquids production began from two new fields in Nigeria this year.
Production began at the offshore Opolo Field in the Niger delta in February.
The field is currently producing at an average of 24,000 barrels of crude oil
per day and is expected to remain at about that level for the remainder of
1998. In April, Chevron announced that production had begun at the onshore
Gbokoda Field, its first "zero-flare" oil field project in Nigeria. Gbokoda
gas, produced in association with the crude oil, will be processed for
commercial use at the Escravos Gas Project. Crude oil production from the
Gbokoda Field is expected to increase to over 40,000 barrels per day by the end
of 1998. Gbokoda and Opolo are the first two of four Chevron-operated fields
in Nigeria scheduled to begin production in 1998.
Chevron and Sasol, a South African fuels and petrochemicals company, plan to
pool resources to begin the design and engineering of a 20,000 barrel per day
gas-to-liquids plant adjacent to Chevron's Escravos Gas Project facilities in
Nigeria. Processed gas from the Escravos Gas Project will feed the proposed
gas-to-liquids plant for the conversion of natural gas to synthetic crude oil,
which will be processed further into high-quality diesel and naphtha products.
In Papua New Guinea, production began at the Moran Field in February and the
Gobe Field in March of this year. Production from the Gobe development is
expected to surpass 50,000 barrels per day by mid-1998. The extended well test
at the Moran Field will produce oil at a rate of 10,000 barrels per day.
The company plans to reconstruct an existing section of pipeline across the
Republic of Georgia to provide a pipeline transportation outlet to the Georgian
Black Sea port of Batumi for crude oil from the Tengiz Field in Kazakhstan.
The company is also evaluating the feasibility of building a new pipeline to
connect existing pipelines in the Azerbaijan-Georgia corridor. Currently,
pipeline exports of Tengiz crude are limited by quota restrictions for access
to Russian pipeline capacity. Alternative modes of transportation, such as
rail and barges, are used to maximize crude oil production.
Chevron and Texaco plan to establish a joint venture of their global marine and
industrial fuels and marine lubricant businesses, which will operate in over
100 countries worldwide. The new company will be owned 69% by Texaco and 31%
by Chevron and will market fuel oil to marine and industrial users and marine
lubes and greases in approximately 450 ports.
-12-
<PAGE>
Chevron has significant production and development projects under way in West
Africa. Its share of combined production from Nigeria, Angola, Republic of
Congo and Democratic Republic of Congo is currently more than 310,000 barrels
per day. While the company's producing operations in Nigeria and other African
countries have been generally unaffected by the civil unrest, political
uncertainty and economic conditions in this area, the company continues to
closely monitor developments.
Chevron's partner in Nigeria, the government-owned Nigerian National Petroleum
Corporation (NNPC) is currently reviewing funding levels for joint ventures for
1998 and is currently making payments at 1997's rate. Insufficient funding
from NNPC could delay some of the company's development projects in Nigeria.
Year 2000 compliance assessments of the company's information systems, software
and embedded technology continue. The company is also investigating the
compliance efforts of suppliers, contractors, and trading partners with whom
Chevron does business. The total amount of costs to be incurred to address the
Year 2000 issue cannot be reliably estimated at this time.
Review of Operations
- --------------------
Excluding special items, first quarter 1998 operating earnings were $436
million compared with 1997 first quarter operating earnings of $804 million in
the 1997 quarter. In the 1998 first quarter, favorable prior-year tax
adjustments of $125 million were partially offset by deferred tax effects of
$56 million from an exchange of international exploration and production
properties and net environmental remediation provisions of $5 million in the
company's U.S. refining, marketing and transportation (downstream) operations.
The net benefit from special items in the 1997 period included gains of $49
million from the sale of certain U.S. producing properties, which were
partially offset by environmental remediation and other provisions of $22
million.
Total revenues for the first quarter of 1998 were $7.7 billion, down 31 percent
from $11.1 billion in last year's first quarter, primarily due to lower prices
for crude oil, natural gas and refined products. However, approximately 25
percent of the decrease was attributable to the company's fourth quarter 1997
exit from the U.K. refining and marketing business and the sale of its interest
in a U.K. chemicals affiliate.
The company continues to focus on costs during this period of low crude oil
prices. Ongoing operating expenses declined to $5.52 per barrel, down 41 cents
from the year-ago quarter and about 3 percent from the full year 1997, helping
to mitigate the effect of declining prices on operating results.
Return on capital employed, excluding special items, declined to 12.7 percent
for the 12 months ended March 31, 1998, from 13.5 percent in the similar period
last year.
Due primarily to lower earnings, taxes on income for the first quarter of 1998
were $299 million compared with $628 million in last year's first quarter. The
effective tax rate decreased to 37.4 percent from 43.1 percent in the 1997
first quarter. The primary reasons for the decrease were favorable prior-period
tax adjustments partially offset by the tax effects of an exchange of
international upstream properties and higher international taxes caused by a
shift in the earnings mix from lower effective tax-rate countries to higher
effective tax-rate countries.
Foreign currency effects reduced net income in the first quarter of both years:
$46 million in 1998 and $18 million in 1997. The increase in losses between
years reflect higher foreign currency losses from the company's and Caltex's
operations in Australia, Thailand and the Philippines. Earnings for both years
include significant foreign currency losses from Caltex's Korean operations.
The following tables detail Chevron's after-tax earnings by major operating
area and selected operating data.
-13-
<PAGE>
EARNINGS BY MAJOR OPERATING AREA
Three Months Ended
March 31,
-------------------
Millions of Dollars 1998 1997
- ---------------------------------------------------------------------------
Exploration and Production
United States $106 $361
International 99 347
- ---------------------------------------------------------------------------
Total Exploration and Production 205 708
- ---------------------------------------------------------------------------
Refining, Marketing and Transportation
United States 45 70
International 101 56
- ---------------------------------------------------------------------------
Total Refining, Marketing and Transportation 146 126
- ---------------------------------------------------------------------------
Total Petroleum Operations 351 834
Chemicals 63 63
Coal and Other Minerals 11 15
Corporate and Other 75 (81)
- ---------------------------------------------------------------------------
Net Income $500 $831
===========================================================================
SELECTED OPERATING DATA (1) (2)
Three Months Ended
March 31,
-------------------
1998 1997
- ---------------------------------------------------------------------------
U.S. Exploration and Production
Net Crude Oil and Natural Gas
Liquids Production (MBPD) 336 347
Net Natural Gas Production (MMCFPD) 1,808 1,927
Sales of Natural Gas (MMCFPD) 3,497 3,767
Sales of Natural Gas Liquids (MBPD) (3) 141 143
Revenue from Net Production
Crude Oil ($/Bbl.) $12.49 $19.86
Natural Gas ($/MCF) $2.09 $ 2.77
International Exploration and Production
Net Crude Oil and Natural Gas
Liquids Production (MBPD) 746 729
Net Natural Gas Production (MMCFPD) 644 617
Sales of Natural Gas (MMCFPD) 1,329 786
Sales of Natural Gas Liquids (MBPD) 56 53
Revenue from Liftings
Liquids ($/Bbl.) $12.99 $20.02
Natural Gas ($/MCF) $1.96 $ 2.28
Other Produced Volumes (MBPD) (4) 90 80
U.S. Refining, Marketing and Transportation
Sales of Gasoline (MBPD) 599 585
Sales of Other Refined Products (MBPD) 534 585
Refinery Input (MBPD) 757 846
Average Refined Product Sales
Price ($/Bbl.) $23.68 $30.40
-14-
<PAGE>
International Refining, Marketing
and Transportation
Sales of Refined Products (MBPD) 809 912
Refinery Input (MBPD) 491 573
Chemical Sales and Other Operating Revenues (5)
United States $681 $752
International 145 134
Worldwide $826 $886
(1) Includes equity in affiliates.
(2) MBPD = thousand barrels per day; MMCFPD = million cubic feet per day;
Bbl. = barrel;
MCF = thousand cubic feet
(3) 1997 restated to conform to 1998 presentation
(4) Total field production under the Boscan operating service agreement in
Venezuela.
(5) Millions of dollars. Includes sales to other Chevron companies.
Worldwide exploration and production net earnings were $205 million in the
- ------------------------------------
first quarter of 1998, down significantly from $708 million in the 1997 first
quarter when crude oil and natural gas prices were substantially higher. U.S.
exploration and production net earnings were $106 million, down from $361
million in the 1997 first quarter. There were no special items in the first
quarter 1998; however, 1997 results included special gains of $49 million from
the sales of two producing properties and charges of $6 million for
environmental remediation provisions. Excluding the 1997 special items, current
quarter earnings were about one-third of the $318 million earned in last year's
first quarter. Significantly lower crude oil and natural gas prices and lower
production volumes accounted for the decline in 1998 operating earnings.
The company's average 1998 U. S. crude oil and natural gas realizations
declined by 37 percent and 25 percent, respectively, compared with the first
quarter 1997. Average U. S. crude oil realizations of $12.49 per barrel were
down $7.37 from the 1997 first quarter. Average U. S. natural gas realizations
of $2.09 per thousand cubic feet were 68 cents lower than in the first quarter
of last year.
Net U. S. liquids production decreased to 336,000 barrels per day from 347,000
barrels per day in the prior-year first quarter. Net U. S. natural gas
production of 1.8 billion cubic feet per day declined from 1.9 billion cubic
feet per day compared with the 1997 first quarter. The declines in the
production of liquids and natural gas were primarily attributable to property
sales, 1998 weather-related shut-ins of liquids production in California and
normal field declines.
International exploration and production net earnings were $99 million, down
from $347 million in the 1997 first quarter. Net earnings for the 1998 quarter
included a loss of $56 million from deferred tax effects of an exchange of
certain U. K. North Sea producing properties for properties in the Norwegian
North Sea. Excluding the effect of this special item, 1998 operating earnings
of $155 million decreased by $192 million compared with last year's quarter.
The decline in operating earnings reflected lower crude oil prices, partially
offset by higher liftings when compared with the year-ago quarter.
Net international liquids production increased 17,000 barrels per day to
746,000 barrels per day, mostly due to increased production in Canada,
Indonesia, Australia and West Africa. These increases were partially offset by
declines in Europe and Papua New Guinea. Natural gas production increased 4
percent to 644 million cubic feet per day, reflecting higher production in
Indonesia and Nigeria that was partially offset by lower volumes in Canada and
Kazakhstan.
Foreign currency losses in the first quarter 1998 were $15 million compared
with gains of $5 million in the 1997 quarter. The changes were primarily in the
company's Australian and U.K. operations.
-15-
<PAGE>
Worldwide refining and marketing and transportation had net earnings of $146
- ---------------------------------------------------
million in the first quarter of 1998, up 16 percent from $126 million in last
year's first quarter. U.S. refining, marketing and transportation net
earnings in 1998 were $45 million compared with $70 million in the first
quarter 1997. After excluding net special charges of $5 million for
environmental remediation and $8 million for litigation matters from the 1998
and 1997 results, respectively, operating earnings were $50 million, a decline
of 36 percent from the $78 million reported in last year's first quarter.
U.S. refined product sales margins decreased in the 1998 first quarter, as the
deterioration in sales realizations outpaced the decline in feedstock costs.
While significant, the unfavorable effects of refinery downtime for scheduled
maintenance were comparable in the 1998 and 1997 periods. The average refined
product sales price in the 1998 quarter was $23.68 per barrel, down 22 percent
from $30.40 per barrel in last year's first quarter.
Total refined product sales volumes were 1.13 million barrels per day, down 3
percent from the comparable quarter last year. Most refined products sales
volumes decreased except for gasoline sales, which increased 2 percent to
599,000 barrels per day, and jet fuel sales, which increased by about 3
percent.
International refining, marketing and transportation net earnings were $101
million, up from $56 million reported for the first quarter of 1997. In the
Caltex areas of operations, earnings increased significantly, especially in
Korea and Japan, as the fall in crude oil prices resulted in improved refined
product sales margins. The company's international shipping results improved
as freight rates rose.
Sales volumes declined by 11 percent in the first quarter of 1998, due
primarily to the effect of the company's exit from the U.K. refining and
marketing business in the fourth quarter of 1997. For the remaining
operations, a 2 percent increase in Caltex's sales volumes more than offset
sales volume declines by the company's other international downstream
businesses.
Foreign currency losses in the 1998 first quarter were $31 million compared
with losses of $29 million in 1997. In 1998, increased foreign currency losses
in Caltex's Thailand, Philippine and Australian operations were nearly offset
by the absence of U.K. currency losses following the company's exit from the
U.K. downstream business in late 1997.
Chemicals net earnings were $63 million in the 1998 quarter, the same as earned
- ---------
in last year's first quarter. Higher sales volumes and improved sales margins
for additives were offset primarily by lower earnings from equity affiliates.
The latter was a result of the sale of the company's interest in a U.K.
chemicals affiliate in the fourth quarter of 1997.
Coal and other minerals net earnings declined by $4 million in the first
- -----------------------
quarter 1998 to $11 million. Higher operating expenses at one of the company's
mines offset higher overall sales of coal and additional earnings from equity
affiliates.
Corporate and other includes interest expense, interest income on cash and
- -------------------
marketable securities, corporate cost centers and real estate and insurance
operations. These activities provided net earnings of $75 million in the first
quarter 1998, compared with net charges of $81 million in the comparable prior-
year quarter. After excluding a favorable prior-year tax adjustment of $125
million in 1998 and a special charge of $8 million for environmental
remediation in 1997, net charges declined to $50 million in 1998 from $73
million in 1997. The decline in net charges was due primarily to recoveries of
certain prior-year claims and lower costs of variable components of employee
compensation plans.
-16-
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents totaled $1.265 billion at March 31, 1998, up $250
million from year-end 1997. In addition to cash from operations, an increase
in short-term debt, primarily commercial paper, was required to fund the
company's capital expenditures and dividend payments to stockholders.
Total debt and capital lease obligations were $7.069 billion at March 31, 1998,
up about $1 billion from $6.068 billion at year-end 1997. The increase was
primarily from a net increase in short-term commercial paper outstanding,
partially offset by the scheduled non-cash retirement in January of $60 million
in 8.11 percent ESOP debt.
Although the company benefits from lower interest rates available on short-term
debt, the large amount of short-term debt has kept Chevron's ratio of current
assets to current liabilities at relatively low levels. The current ratio was
.98 at March 31, 1998, compared with 1.01 at year-end 1997. The company's
short-term debt, consisting primarily of commercial paper and the current
portion of long-term debt, totaled $5.432 billion at March 31, 1998. This
amount excludes $2.725 billion that was reclassified as long-term since the
company has both the intent and ability, as evidenced by revolving credit
agreements, to refinance it on a long-term basis. In the third quarter of 1997,
the company decreased the amount of committed credit facilities from $4.425
billion to $4.05 billion, but increased the portion with termination dates
beyond one year from $1.8 billion to $2.725 billion. The company's practice has
been to refinance its commercial paper continually, maintaining levels it
believes to be appropriate to provide adequate funding for ongoing operations
and capital spending.
The company's debt ratio (total debt to total debt plus equity) was 28.8
percent at March 31, 1998, up from 25.8 percent at year-end 1997, as a result
of the increase in the issuance of commercial paper. The company continually
monitors its spending levels, market conditions and related interest rates to
maintain what it perceives to be reasonable debt levels.
In December 1997, Chevron's Board of Directors approved the repurchase of up to
$2 billion of its outstanding common stock, providing shares for use in its
employee stock option programs. In the first quarter of 1998 the company
purchased an additional 2.8 million shares at a cost of about $200 million.
To date, the company has purchased 4 million shares at a cost of about $300
million under the repurchase program.
Worldwide capital and exploratory expenditures for the first quarter of 1998,
including the company's share of affiliates' expenditures, totaled $972
million, 3 percent more than the $941 million spent in the 1997 first quarter.
Expenditures for exploration and production activities represented 72 percent
of total spending in the 1998 first quarter, up 4 percent from the comparable
1997 period. Expenditures for international exploration and production projects
were $422 million, or 43 percent of total expenditures, reflecting the
company's continued emphasis on increasing international oil and gas
production. Total capital and exploratory spending for the year 1998 is
forecast to be a record $6.3 billion, a 14 percent increase from record 1997
spending levels.
The company continues to evaluate its capital spending plans. Should the low
crude oil and natural gas price environment become more severe and prolonged,
the company has the ability to modify its planned expenditures accordingly. In
many of the countries where the company has upstream operations, host countries
are partners in the ventures and provide a share of the funds for exploration
and production projects. The ability of these host countries and other joint
venture partners to fund their share of expenditures may affect the level of
1998 spending and the new projects the company seeks to initiate.
-17-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(4) Pursuant to the Instructions to Exhibits, certain instruments
defining the rights of holders of long-term debt securities of the
company and its consolidated subsidiaries are not filed because
the total amount of securities authorized under any such
instrument does not exceed 10 percent of the total assets of the
company and its subsidiaries on a consolidated basis. A copy of
any such instrument will be furnished to the Commission upon
request.
(12) Computation of Ratio of Earnings to Fixed Charges
(27.1) Financial Data Schedule for three months ended March 31, 1998.
(27.2) Financial Data Schedules for periods ended March 31, 1996, June
30, 1996, September 30, 1996, and December 31, 1996, restated from
previous filings to report basic and diluted Earnings per Share in
accordance with FASB Statement No. 128, "Earnings per Share."
(27.3) Financial Data Schedules for periods ended March 31, 1997, June
30, 1997, and September 30, 1997, restated from previous filings
to report basic and diluted Earnings per Share in accordance with
FASB Statement No. 128, "Earnings per Share."
(b) Reports on Form 8-K
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHEVRON CORPORATION
---------------------------------
(Registrant)
Date May 8, 1998 /s/ S.J. CROWE
----------------------- ---------------------------------
S. J. Crowe, Comptroller
(Principal Accounting Officer and
Duly Authorized Officer)
-18-
<PAGE>
Exhibit 12
CHEVRON CORPORATION - TOTAL ENTERPRISE BASIS
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
Three Months
Ended Year Ended December 31,
---------------------------------
March 31, 1998 1997 1996 1995 1994 1993
--------------- ----- ----- ----- ----- -----
Net Income before
Cumulative Effect of
Changes in Accounting
Principles (1) $ 500 $3,256 $2,607 $ 930 $1,693 $1,265
Income Tax Expense 357 2,428 2,624 1,094 1,322 1,389
Distributions Greater Than
(Less Than) Equity in
Earnings of Less Than
50% Owned Affiliates (26) (70) 29 (5) (3) 6
Minority Interest 2 11 4 - 3 (2)
Previously Capitalized
Interest Charged to Earnings
During Period 7 28 24 47 32 20
Interest and Debt Expense 118 405 471 557 453 390
Interest Portion
of Rentals (2) 44 167 158 148 156 169
------ ------ ------ ------ ------ ------
Earnings before Provisions
for Taxes and Fixed
Charges $1,002 $6,225 $5,917 $2,771 $3,656 $3,237
====== ====== ====== ====== ====== ======
Interest and Debt Expense $ 118 $ 405 $ 471 $ 557 $ 453 $ 390
Interest Portion
of Rentals (2) 44 167 158 148 156 169
Capitalized Interest 11 82 108 141 80 60
------ ------ ------ ------ ------ ------
Total Fixed Charges $ 173 $ 654 $ 737 $ 846 $ 689 $ 619
====== ====== ====== ====== ====== ======
- ------------------------------------------------------------------------------
Ratio of Earnings
to Fixed Charges 5.79 9.52 8.03 3.28 5.31 5.23
- ------------------------------------------------------------------------------
(1) The information for 1995 and thereafter reflects the company's adoption
of the Financial Accounting Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," effective October 1, 1995.
(2) Calculated as one-third of rentals.
- 19 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT MARCH 31, 1998 AND INCOME STATEMENT FOR THE
THREE MONTH PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND THEIR RELATED FOOTNOTES.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,265
<SECURITIES> 501
<RECEIVABLES> 3,143
<ALLOWANCES> 32
<INVENTORY> 1,439
<CURRENT-ASSETS> 7,064
<PP&E> 49,606
<DEPRECIATION> 26,793
<TOTAL-ASSETS> 35,850
<CURRENT-LIABILITIES> 7,230
<BONDS> 4,362
<COMMON> 1,069
0
0
<OTHER-SE> 16,408
<TOTAL-LIABILITY-AND-EQUITY> 38,850
<SALES> 7,464
<TOTAL-REVENUES> 7,653
<CGS> 0
<TOTAL-COSTS> 6,854
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 94
<INCOME-PRETAX> 799
<INCOME-TAX> 299
<INCOME-CONTINUING> 500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 500
<EPS-PRIMARY> 0.77
<EPS-DILUTED> 0.76
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT MARCH 31, 1996, JUNE 30, 1996, SEPTEMBER 30, 1996,
AND DECEMBER 31, 1996, AND INCOME STATEMENTS FOR THE PERIODS ENDED MARCH 31,
1996, JUNE 30, 1996, SEPTEMBER 30, 1996, AND DECEMBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND THEIR
RELATED FOOTNOTES. THIS SCHEDULE IS A RESTATEMENT OF SCHEDULES FROM PREVIOUS
FILINGS TO INCORPORATE THE PROVISIONS OF SFAS NO. 128 - EARNINGS PER SHARE.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996 DEC-31-1996
<CASH> 980 1,052 1,091 892
<SECURITIES> 449 437 436 745
<RECEIVABLES> 4,312 4,400 4,458 4,106
<ALLOWANCES> 68 68 67 71
<INVENTORY> 1,383 1,579 1,447 1,431
<CURRENT-ASSETS> 7,920 8,298 8,249 7,942
<PP&E> 48,390 48,854 48,316 46,936
<DEPRECIATION> 26,728 27,082 26,858 25,440
<TOTAL-ASSETS> 34,369 34,658 35,079 34,854
<CURRENT-LIABILITIES> 9,329 9,168 9,243 8,907
<BONDS> 4,274 4,042 4,023 3,988
<COMMON> 1,069 1,069 1,069 1,069
0 0 0 0
0 0 0 0
<OTHER-SE> 13,607 14,129 14,427 14,554
<TOTAL-LIABILITY-AND-EQUITY> 34,369 34,658 35,079 34,854
<SALES> 10,157 20,671 31,517 42,782
<TOTAL-REVENUES> 10,336 21,333 32,382 43,893
<CGS> 0 0 0 0
<TOTAL-COSTS> 9,247 18,824 28,622 39,153
<OTHER-EXPENSES> 0 0 0 0
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 96 181 274 364
<INCOME-PRETAX> 1,089 2,509 3,760 4,740
<INCOME-TAX> 473 1,021 1,617 2,133
<INCOME-CONTINUING> 616 1,488 2,143 2,607
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 616 1,488 2,143 2,607
<EPS-PRIMARY> 0.94 2.28 3.28 3.99
<EPS-DILUTED> 0.94 2.27 3.27 3.98
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT MARCH 31, 1997, JUNE 30, 1997 AND SEPTEMBER 30, 1997
AND INCOME STATEMENTS FOR THE PERIODS ENDED MARCH 31, 1997, JUNE 30, 1997 AND
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS AND THEIR RELATED FOOTNOTES. THIS SCHEDULE IS A
RESTATEMENT OF SCHEDULES FROM PREVIOUS FILINGS TO INCORPORATE THE PROVISIONS OF
SFAS NO. 128 - EARNINGS PER SHARE.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 1,385 1,280 991
<SECURITIES> 421 447 573
<RECEIVABLES> 3,778 3,488 3,509
<ALLOWANCES> 60 52 45
<INVENTORY> 1,335 1,458 1,409
<CURRENT-ASSETS> 7,701 7,425 7,241
<PP&E> 47,451 48,172 48,941
<DEPRECIATION> 25,767 26,127 26,564
<TOTAL-ASSETS> 34,917 34,957 35,471
<CURRENT-LIABILITIES> 8,352 8,270 7,325
<BONDS> 3,918 3,553 4,464
<COMMON> 1,069 1,069 1,069
0 0 0
0 0 0
<OTHER-SE> 15,074 15,477 15,984
<TOTAL-LIABILITY-AND-EQUITY> 34,917 34,957 35,471
<SALES> 10,794 20,741 30,871
<TOTAL-REVENUES> 11,093 21,367 31,695
<CGS> 0 0 0
<TOTAL-COSTS> 9,634 18,512 27,591
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 82 158 227
<INCOME-PRETAX> 1,459 2,855 4,104
<INCOME-TAX> 628 1,201 1,723
<INCOME-CONTINUING> 831 1,654 2,381
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 831 1,654 2,381
<EPS-PRIMARY> 1.27 2.53 3.64
<EPS-DILUTED> 1.27 2.52 3.62
</TABLE>
