TEXACO INC
8-K, 1995-04-24
PETROLEUM REFINING
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===============================================================================

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C. 20549

                       _________________________________


                                   FORM 8-K



                                CURRENT REPORT
                      Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934



               Date of Report (Date of earliest event reported):
                                April 24, 1995

                      ____________________________________

                                  TEXACO INC.
            (Exact name of registrant as specified in its charter)



         Delaware                         1-27                74-1383447
(State or other jurisdiction of     (Commission File       (I.R.S. Employer
      incorporation)                     Number)         Identification Number)

   2000 Westchester Avenue,                                     10650
    White Plains, New York                                    (Zip Code)
(Address of principal executive offices)



                                 (914) 253-4000

               (Registrant's telephone number, including area code)


===============================================================================

<PAGE>

Item 5. Other Events
- --------------------

1.   On April 24, 1995, the Registrant issued an Earnings Press
     Release entitled "Texaco Reports Results For The First Quarter
     1995," a copy of which is attached hereto as Exhibit 99.1 and
     made a part hereof.


Item 7. Financial Statements, Pro Forma Financial Information and
- -----------------------------------------------------------------
Exhibits
- --------

(c)  Exhibits

     99.1 Press Release issued by Texaco Inc. dated April 24, 1995,
          entitled "Texaco Reports Results For The First Quarter
          1995."

<PAGE>

                                SIGNATURES




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 hereunto duly authorized.








                                                TEXACO INC.
                                            --------------------
                                               (Registrant)





                                        By:       R. E. KOCH
                                            ----------------------
                                             (Assistant Secretary)





Date:  April 24, 1995
       --------------

<PAGE>
                                                                   APPENDIX


Description of graphic material included in Exhibit 99.1.

The following information is depicted in graphic form in the Press
Release issued by Texaco Inc. dated April 24, 1995, entitled
"Texaco Reports Results for the First Quarter 1995" filed as
Exhibit 99.1 to this Form 8-K:

1.   The first graph is located within the fifth paragraph of
     Exhibit 99.1.  Graph is entitled "Texaco Average U.S. Crude
     Price Per Quarter" and is shown in dollars per barrel by
     quarter for the year 1994 and first quarter of 1995.  The Y
     axis depicts dollars per barrel from $10.00 to $18.00 with
     $2.00 increments.  The X axis depicts the calendar quarters
     for the year 1994 and first quarter of 1995.  The plot points
     are as follows:

     First Quarter 1994       -    $11.02 per barrel
     Second Quarter 1994      -    $13.45 per barrel
     Third Quarter 1994       -    $14.82 per barrel
     Fourth Quarter 1994      -    $14.45 per barrel
     First Quarter 1995       -    $14.85 per barrel
     

2.   The second graph is located within the seventh paragraph
     of Exhibit 99.1.  Graph is entitled "Texaco Average U.S.
     Natural Gas Price Per Quarter" and is shown in dollars
     per MCF by quarters for the year 1994 and first quarter
     of 1995.  The Y axis depicts dollars per MCF from $0.00
     to $3.00 with $.50 increments.  The X axis depicts the
     calendar quarters for the year 1994 and first quarter of
     1995.  The plot points are as follows:

     First Quarter 1994       -    $2.32/MCF
     Second Quarter 1994      -    $2.02/MCF
     Third Quarter 1994       -    $1.84/MCF
     Fourth Quarter 1994      -    $1.80/MCF
     First Quarter 1995       -    $1.68/MCF


                                                                  Exhibit 99.1

                      TEXACO REPORTS RESULTS
                      ----------------------
                    FOR THE FIRST QUARTER 1995
                    --------------------------

FOR IMMEDIATE RELEASE:  MONDAY, APRIL 24, 1995.
- ----------------------------------------------
    WHITE PLAINS, N.Y., April 24  -  Texaco announced today that
consolidated worldwide net income from continuing operations for the first
quarter of 1995 was $301 million, or $1.10 per share, as compared with
$202 million, or $.69 per share, for the first quarter of 1994.
    Net income for the first quarter of 1995 included net gains of $88
million, principally relating to the sale of land by a Caltex Petroleum
Company affiliate in Japan and to sales of non-core U.S. producing
properties. 
    In commenting on 1995's first quarter performance, Alfred C. DeCrane,
Jr., Texaco's Chairman of the Board and Chief Executive Officer, stated,
"Good progress was made during the first quarter on key initiatives of our
worldwide plan for growth.  International production of oil and gas is
continuing to show solid growth; we realized stronger Latin American
marketing profits, continued to make further inroads in expense reduction
and improved the  efficiency of our capital program.  We also closed the
sale of major non-core producing assets in the U.S., realizing some $600
million in cash proceeds which will be reinvested in growth opportunities.
    "While the quarter's performance benefited from worldwide crude oil
prices which were over $3 per barrel higher than last year's depressed
levels, this was offset by extremely depressed refining margins in the
U.S. and in Europe and an almost 30 percent comparative drop in U.S.
natural gas prices.  Refining operations in the U.S. were pressured by
rising raw material costs, mandated new product formulations and changing
government regulations.  Additionally, the weakening of the U.S. dollar in
the first quarter of 1995 resulted in a non-cash earnings charge of $26
million relating to deferred taxes in the United Kingdom."

                               - more -

<PAGE>
                                 - 2 -

ANALYSIS OF FUNCTIONAL NET INCOME

OPERATING EARNINGS FROM CONTINUING OPERATIONS
PETROLEUM AND NATURAL GAS
     UNITED STATES

Exploration and Production
    First quarter 1995 earnings were $143 million, as compared to $75
million for the first quarter of 1994.  First quarter 1995 results include
a net gain of $8 million resulting from previously announced non-core
producing property sales after certain write-downs of properties being
held for sale and reserves for environmental remediation on these
properties totalling some $112 million.
    First quarter 1995 earnings benefited from crude oil prices that
averaged $14.85 per barrel, or $3.83 per barrel higher than the levels in
the 1994 first quarter.  
    Operating earnings in the first quarter of 1995 were adversely
impacted by natural gas prices which were almost 30 percent, or $.64 per
MCF, lower than in the first quarter of 1994.  The decline in U.S. natural
gas prices reflects abundant supplies in the face of reduced demand due to
unseasonably warm weather, particularly in the Northeast.
    Lower expenses benefited first quarter 1995 results, reflecting both
successful initiatives to reduce lifting costs on core producing
properties, as well as reduced overheads associated with the non-core
properties that are being sold.

                               - more -
<PAGE>
                                 - 3 -

    Crude oil and natural gas production declined some 3 percent on a
barrel-of-oil equivalent basis compared with the first quarter of 1994,
principally relating to non-core producing properties.  For core
properties, normal production declines from maturing fields generally have
been offset by successful field development programs.

Manufacturing and Marketing
    For the first quarter of 1995, losses of $19 million, compared with
earnings of $78 million for the first quarter of 1994, reflect the impact
of extremely depressed refining margins, as rising crude oil costs
outpaced a moderate rise in overall refined products prices. This reflects
the impact of unseasonably warm weather on middle distillates prices and
the surplus of reformulated gasolines caused by the highly disruptive
market entry and government regulation changes for these gasolines in
several states.  Also, a narrowing cost spread between light and heavy
crude oils reduced the upgrading benefits normally derived from complex
manufacturing systems. 
    Partially offsetting the impact of lower margins were benefits from
the improved performance at the company's U.S. refineries, reflecting
increased utilization in 1995, as compared to 1994 when Texaco experienced
higher scheduled downtime for maintenance.

INTERNATIONAL
Exploration and Production
    First quarter 1995 earnings were $82 million, as compared to $45
million for the first quarter of 1994.
    Operating earnings for 1995 benefited from both increased crude oil
and natural gas production in the U.K., mainly from the Strathspey field,
higher crude oil production in Australia from the Roller and Skate fields
that began producing in mid-year 1994 and continuing field development
programs in the Partitioned Neutral Zone between Kuwait and Saudi Arabia.
    First quarter 1995 earnings also benefited from crude oil prices that
averaged $3 per barrel higher than the prices that existed in the first
quarter of 1994.  These price benefits were partly offset by higher
exploratory expenses.
    Reported results in the U.K. were adversely impacted in 1995 by a
non-cash earnings charge of $13 million relating to deferred income taxes
caused by the weak U.S. dollar/British pound relationship at the closing
of the quarter.

                               - more -

<PAGE>
                                 - 4 -

Manufacturing and Marketing
    First quarter 1995 earnings were $181 million, as compared to $125
million for the first quarter of 1994.  First quarter 1995 results include
a net gain of $80 million principally relating to the sale of land by a
Caltex affiliate in Japan.  Excluding this gain in 1995, operating
earnings declined as compared to 1994 reflecting decreased European
refined product margins, particularly in the U.K.  These poor margins
resulted from rising refinery feedstock costs that were not recovered in
product prices due to oversupply conditions in the marketplace.  Results
in the U.K. also were impacted by the weakening of the U.S. dollar in the
first quarter of 1995 resulting in non-cash earnings charges of $13
million relating to deferred income taxes.
    Partly offsetting the decline in European results were the operations
in Latin America, which continue to reflect increased earnings.  These
improvements, especially in Brazil, stem from both higher refined product
sales volumes and margins.  However, downtime at the Panama refinery,
resulting from the fourth quarter 1994 fire, continued to have a negative
impact on 1995 results.
    In the Caltex markets in the Pacific Rim, the impact of somewhat
lower refining margins was more than offset by currency gains.

NONPETROLEUM
    Net income was $4 million for the first quarter of 1995, as compared
to a loss of $1 million for the first quarter of 1994.  Results for the
first quarter of 1995 reflect improved comparative results for Heddington
Insurance Limited, a subsidiary.

CORPORATE/NONOPERATING RESULTS FROM CONTINUING OPERATIONS
    For the first quarter of 1995, corporate/nonoperating charges of $90
million improved, compared with the $120 million for the first quarter of
1994.  Results for 1995 include $25 million in gains principally from
sales of equity securities held for investment, as well as higher interest
income and reduced corporate overhead reflecting the company's continuing
progress in reducing expenses.  The impact of higher interest rates on
corporate borrowings was mostly offset by the effect of lower debt levels.

                               - more -
<PAGE>
                                 - 5 -

CAPITAL AND EXPLORATORY EXPENSES
    Capital and exploratory expenditures for continuing operations,
including affiliates, were $513 million for the first quarter of 1995, as
compared with $624 million for the same period in 1994.  This reduction
mainly reflects lower scheduled upstream expenditures during the first
quarter in the U.S., as compared to an extremely high level of
developmental gas drilling activity in the first quarter of 1994, as well
as efficiency improvements in areas such as drilling in 1995.
  
                             - xxx -

NOTE TO EDITORS:  Tables for the first quarter are attached.

CONTACTS:   David J. Dickson 914-253-4128
            J. Michael Trevino   914-253-4175
            Jim Reisler      914-253-4389
            Cynthia Michener 914-253-4743


<PAGE>
                                 - 6 -
<TABLE>
<CAPTION>

                                                               First Quarter
                                                            ------------------  
                                                            1995          1994
                                                            ----          ----
<S>                                                     <C>            <C>
FUNCTIONAL NET INCOME ($000,000)
Operating Earnings (Losses) from
    Continuing Operations
    Petroleum and natural gas
        Exploration and production
            United States                               $  143         $   75
            International                                   82             45
                                                        ------         ------
                Total                                      225            120 

        Manufacturing, marketing and
          distribution
            United States                                  (19)            78
            International                                  181            125
                                                        ------         ------
                Total                                      162            203
                                                        ------         ------
       
                Total petroleum and
                 natural gas                               387            323

    Nonpetroleum                                             4             (1)
                                                        ------         ------
                Total operating earnings                   391            322 

Corporate/Nonoperating                                     (90)          (120)
                                                        ------         ------

Net income from continuing operations                      301            202 

Discontinued chemical operations                             -              -  
                                                        ------         ------

                Total Net Income                        $  301         $  202 
                                                        ======         ======

Per common share (dollars):
Net income:
            Continuing operations                       $ 1.10         $  .69
            Discontinued operations                          -              -
                                                        ------         ------
                     Total net income                   $ 1.10         $  .69

Average number of common shares
    outstanding (000,000)                                259.6          259.2

</TABLE>

<PAGE>
                                 - 7 -

<TABLE>
<CAPTION>
                                                              First Quarter
                                                           -------------------
                                                           1995           1994
                                                           ----           ----  
<S>                                                 <C>                <C>
OTHER FINANCIAL DATA ($000,000)
Revenues from continuing operations                     $ 9,059        $ 7,434

Total assets as of March 31                         (a) $25,100        $26,343

Stockholders' equity as of March 31                 (a) $ 9,920        $10,337

Total debt as of March 31                           (a) $ 6,100        $ 6,996

Capital and exploratory expenditures
  Texaco Inc. and subsidiary companies
    Exploration and production
       United States                                    $   172        $   270
       International                                        115            123
                                                        -------        -------
         Total                                              287            393
                                                        -------        -------

    Manufacturing, marketing and
     distribution
       United States                                         43             50
       International                                         42             53
                                                        -------        -------
         Total                                               85            103
                                                        -------        -------
  
    Other                                                     5              6
                                                        -------        -------
         Total Texaco Inc. and
           subsidiaries                                     377            502
                                                        -------        -------

  Equity in affiliates
       United States                                         32             25
       International                                        104             97
                                                        -------        -------
         Total equity in affiliates                         136            122
                                                        -------        -------
            Total continuing
             operations                                     513            624

  Discontinued chemical operations                            1             19
                                                        -------        -------
            Total                                       $   514        $   643
                                                        =======        =======

Dividends paid to common
  stockholders                                          $   208        $   207

Dividends per common share (dollars)                    $   .80        $   .80

Dividend requirement for preferred
  stockholders                                          $    16        $    24

(a) Preliminary

</TABLE>

<PAGE>
                                 - 8 -

<TABLE>
<CAPTION>
                                                               First Quarter
                                                           1995           1994
                                                           ----           ----
<S>                                                       <C>            <C>
OPERATING DATA - INCLUDING INTERESTS
  IN AFFILIATES
   Net production of crude oil and
     natural gas liquids (000 BPD)
       United States                                        389            408
       Other Western Hemisphere                              17             20
       Europe                                               135            117
       Other Eastern Hemisphere                             238            239
                                                          -----          -----
         Total                                              779            784

   Net production of natural gas -
     available for sale (000 MCFPD)
       United States                                      1,661          1,686
       International                                        432            330
                                                          -----          -----
         Total                                            2,093          2,016
    
   Natural gas sales (000 MCFPD)
       United States                                      3,277          2,914
       International                                        481            349
                                                          -----          -----
         Total                                            3,758          3,263

   Natural gas liquids sales
   (including purchased LPGs) (000 BPD)
       United States                                        237            196
       International                                         89             61
                                                          -----          -----
             Total                                          326            257

   Refinery input (000 BPD)
       United States                                        685            613
       Other Western Hemisphere                              23             51
       Europe                                               313            329
       Other Eastern Hemisphere                             466            478
                                                          -----          -----
         Total                                            1,487          1,471

   Refined product sales (000 BPD)
       United States                                        890            816
       Other Western Hemisphere                             349            310
       Europe                                               447            462
       Other Eastern Hemisphere                             780            723
                                                          -----          -----
         Total                                            2,466          2,311

</TABLE>



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