TEXACO INC
8-K, 1997-01-23
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):
                                January 23, 1997

                                   ----------

                                   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 January 23, 1997,  the  Registrant  issued an Earnings Press Release
         entitled "Texaco Reports Results for the Fourth Quarter and Year 1996,"
         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 the  Registrant  dated  January  23,  1997,
           entitled  "Texaco  Reports  Results  for the Fourth  Quarter and Year
           1996."



<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:  January 23,1997
       ---------------

                                                                    EXHIBIT 99.1

                             TEXACO REPORTS RESULTS
                             ----------------------
                      FOR THE FOURTH QUARTER AND YEAR 1996
                      ------------------------------------

FOR  IMMEDIATE  RELEASE:   THURSDAY,  JANUARY  23,  1997.
- ---------------------------------------------------------
         WHITE PLAINS,  N.Y., Jan. 23 - Texaco  announced today total net income
of $2.0 billion for the year 1996, capping off what Chairman and Chief Executive
Officer Peter I. Bijur called an "excellent"  year. The company's fourth quarter
results represent a 10th consecutive  quarter with earnings before special items
exceeding  previous years' levels.  Texaco cited the outstanding  performance of
its worldwide exploration and production business which benefited from increased
crude oil and natural gas production and higher commodity prices.
         Texaco's  total  reported net income for the fourth quarter of 1996 was
$509 million,  or $1.90 per share.  The quarter included special items amounting
to a net gain of $129 million. Comparable income for the fourth quarter of 1995,
which included a special $639 million  non-cash  charge relating to the adoption
of a new accounting  standard  (SFAS 121), was a loss of $251 million,  or $1.02
per share. For the year 1996,  total reported net income was $2,018 million,  or
$7.52 per share, as compared with $607 million, or $2.10 per share, for the year
1995.
         In commenting on 1996 results, Texaco Inc. Chairman and Chief Executive
Officer Peter I. Bijur stated,  "Texaco's excellent results for 1996 signal that
we are on track to achieve our plan for growth.  The outstanding  performance of
our upstream  business  anchored  solid results for the fourth quarter and year.
Strong commodity prices throughout the year and higher worldwide oil and natural
gas production caused upstream earnings to rise sharply. Production increased by
more than three  percent,  reversing  declines  from  non-core  asset  sales and
maturing fields. Using advanced technologies,  we were successful in bringing to
production  new fields while raising  production  from existing  fields  through
improved  recovery.  This success was  especially  evident in our U.S.  upstream
operations, which posted record operating earnings of $1.1 billion for the year.

                                    - more -


<PAGE>



                                      - 2 -


         "In refining and marketing,  1996 results in the United States improved
over  1995's  depressed  levels  due to higher  margins  and  increased  branded
gasoline  sales  volumes.  However,  results  in the 1996  fourth  quarter  were
disappointing as product margins, especially on the West Coast, were squeezed by
higher  crude  costs  and  competitive  pressures  in the  marketplace,  and two
refinery  incidents that raised costs and impacted yields.  In the international
sector, results decreased  significantly in 1996 as industry overcapacity led to
poor  margins  in both the  Caltex  operating  areas  and in  Europe,  more than
offsetting another year of strong earnings growth in Latin America," Bijur said.
         "Throughout 1996, while growing the business, we continued our focus on
cost  containment.  Also, our strong earnings and cash flows provided  increased
funds to invest in growth  opportunities  as our  capital  expenditures  for the
year,  which were mainly directed to key upstream  projects,  rose 10 percent to
$3.4 billion. Our return on capital employed,  excluding special items, exceeded
12.5 percent,  while our debt to equity ratio improved to 34 percent,  the lower
end of our  target  range.  Finally,  our total  return to  shareholders  was 30
percent for the year,  led by a sharp rise in the market  price of the stock and
higher dividends."
         Net income before special items for the fourth quarter of 1996 was $380
million,  or $1.41 per share, as compared with $367 million, or $1.35 per share,
for the fourth  quarter of 1995.  For the year 1996,  net income before  special
items rose 45 percent to $1,665  million,  or $6.17 per share,  as compared with
$1,152 million,  or $4.20 per share, for the year 1995.  Included in the results
for the fourth quarter and year 1996 are non-cash currency  translation  charges
relating to deferred income taxes of $54 million and $58 million,  respectively,
as the Pound Sterling  strengthened in relation to the U.S. dollar in the fourth
quarter.  This compared with benefits of $11 million for the fourth  quarter and
$5 million for the year 1995.

                                    - more -


<PAGE>


                                      - 3 -
<TABLE>
<CAPTION>

                                                                   Fourth Quarter                      Year
                                                                   --------------                      ----
Texaco Inc. (Millions):                                           1996          1995             1996         1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>               <C>         <C>     
Net income before special items                                   $   380    $    367          $  1,665    $  1,152
                                                                  -------    -- -----          --------    --------

Tax benefits on asset sales                                           188          21               188          65
Gains (losses) on major asset sales                                   (30)         -                194         232
Employee separation costs                                             (65)         -                (65)        (56)
Financial reserves for various issues                                 (32)         -                (32)        (26)
U.S. and International tax issues                                      68          -                 68          -
Adoption of new accounting standard
     Write-downs of assets                                              -        (639)                -        (639)
                                                                  -------    -- -----          --------    --------
                                                                      129        (618)              353        (424)
     Cumulative effect of accounting change                             -           -                 -        (121)
                                                                  -------    -- -----          --------    --------
                                                                      129        (618)              353        (545)
                                                                  -------    -- -----          --------    --------

Total reported net income (loss)                                  $   509    $   (251)         $  2,018    $    607
                                                                  =======    ========          ========    ========
- -------------------------------------------------------------------------------------------------------------------

<FN>
          Details on special items are included in the following functional analysis of net income.
</FN>
</TABLE>


ANALYSIS OF FUNCTIONAL NET INCOME
OPERATING EARNINGS (LOSSES)
     PETROLEUM AND NATURAL GAS
         EXPLORATION AND PRODUCTION

<TABLE>
<CAPTION>
                                                                  Fourth Quarter                      Year
                                                                  --------------                      ----
United States (Millions):                                        1996         1995             1996         1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>               <C>         <C>     
Operating earnings before special items                          $    351    $    191          $  1,123    $    674
Special items                                                           -        (493)                -        (381)
                                                                 --------    --------          --------    --------
Total operating net income (loss)                                $    351    $   (302)         $  1,123    $    293
- -------------------------------------------------------------------------------------------------------------------
</TABLE>



         In the U.S. upstream, increased production of crude and natural gas for
the comparative  fourth quarter and year 1996 along with higher commodity prices
resulted in significantly  improved earnings.  The increased production,  up 2.5
percent, was due to enhanced production from existing fields and new production,
primarily in the Gulf of Mexico. The production  increase reverses declines from
the sale of  non-core  assets and from  maturing  fields.  Exploratory  expenses
increased 32 percent to $41 million in the fourth quarter and 63 percent to $153
million for the year 1996,  reflecting higher activity on an expanded  inventory
of new prospects.

                                    - more -

<PAGE>

                                      - 4 -

         Texaco's U.S.  average crude oil price for the fourth  quarter and year
1996  increased over 1995 by $5.11 and $2.83 per barrel,  respectively,  as lean
petroleum  stocks and increased  demand  contributed to worldwide price strength
and volatility.
         Texaco's U.S. average natural gas price for the fourth quarter and year
1996 increased over 1995 by $.73 and $.54 per thousand cubic feet, respectively.
These price increases occurred as demand rose and inventory levels remained low.
         Special items for the year 1995 included a fourth quarter write-down of
assets  associated  with the  adoption  of SFAS 121 of $493  million and a first
quarter  net  gain of $112  million,  principally  resulting  from  the  sale of
non-core assets.

<TABLE>
<CAPTION>
                                                                   Fourth Quarter                    Year
                                                                   --------------                    ----
International (Millions):                                         1996        1995             1996         1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>               <C>         <C>     
Operating earnings before special items                          $     86    $     90          $    451    $    343
Special items                                                          27          (3)               27          (3)
                                                                 --------    --------          --------    -------- 
Total operating net income                                       $    113    $     87          $    478    $    340
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


         In the  international  upstream,  comparative  results  for the  fourth
quarter and year 1996  benefited  from  significantly  higher  crude oil prices,
which   averaged   $5.79  and  $3.26  per  barrel,   respectively,   over  1995.
Additionally,  earnings  benefited  from  increased  crude oil and  natural  gas
production,  up more than seven percent in the fourth quarter and more than four
percent  for the year due to  continuing  development  programs  and new fields.
Crude  production  increased  primarily in the Partitioned  Neutral Zone between
Saudi Arabia and Kuwait and Angola,  while gas production  increased in Trinidad
and Colombia.  Partly offsetting these positive factors were higher  exploration
expenses,  up 22 percent to $95 million in the fourth  quarter and up 16 percent
to $226 million for the year. Also,  production declined from maturing fields in
the United Kingdom (U.K.) and Australia.
         Further,  operating  results  for the  fourth  quarter  and  year  1996
included non-cash currency translation charges relating to deferred income taxes
of $36 million and $38 million,  respectively,  due to the  strengthening of the
Pound Sterling in relation to the U.S.  dollar,  as compared with benefits of $5
million for the fourth quarter and $2 million for the year 1995.
         The  special  item of $27  million  in the  fourth  quarter of 1996 was
related to a Danish deferred tax benefit.  The year 1995 included fourth quarter
special  charges of $3 million for the write-down of assets  associated with the
adoption of SFAS 121.

                                    - more -
<PAGE>

                                      - 5 -


         MANUFACTURING, MARKETING AND DISTRIBUTION

<TABLE>
<CAPTION>
                                                                   Fourth Quarter                    Year
                                                                   --------------                    ----
United States (Millions):                                         1996        1995             1996         1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>               <C>        <C>    
Operating earnings (losses) before special items                 $   (9)     $   60            $  233     $   141
Special items                                                       (26)         (9)              (26)        (20)
                                                                 ------      ------            ------    --------
Total operating net income (loss)                                $  (35)     $   51            $  207     $   121
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


         In the U.  S.  downstream,  results  for  the  fourth  quarter  of 1996
reflected lower  earnings,  primarily on the West Coast, as compared to the same
period  of  1995,  as  higher  crude  costs  and  competitive  pressures  in the
marketplace  depressed  margins.  Also,  fourth  quarter  results were adversely
impacted  by the  effects  of  fires at the Los  Angeles,  Calif.,  refinery  in
November  and the  Convent,  La.,  refinery  in  December.  These two  incidents
resulted in property  damage charges of $10 million,  as well as earnings losses
associated with lower yields.  These negative  impacts were partly offset by the
continued  strength in gasoline and diesel sales  volumes,  with Texaco  branded
gasoline sales increasing in the fourth quarter 1996.
         The year 1996  experienced a significant  improvement  in earnings over
last year.  Improved margins during the first half of the year reflected product
price  increases  due to shortages  resulting  from regional  industry  refining
problems,  new California gasoline  formulation  requirements,  and the seasonal
increase in market demand. Earnings for the year 1996 also benefited from higher
gasoline and diesel sales volumes,  with Texaco branded  gasoline sales up three
percent, as well as overall improvement of refinery operations,  particularly at
the East and Gulf coast refineries.
         Results  for 1996  included  a fourth  quarter  special  charge  of $25
million relating to the loss on the pending sale of a chemical facility, as well
as $1 million for  employee  separations.  Operating  results for 1995  included
special charges of $9 million in the fourth quarter for the write-down of assets
associated  with the  adoption of SFAS 121 and $11 million in the third  quarter
for employee separations.

<TABLE>
<CAPTION>

                                                                   Fourth Quarter                    Year
                                                                   --------------                    ----
International (Millions):                                         1996        1995             1996         1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>        <C>               <C>          <C>   
Operating earnings before special items                          $  43      $  117            $  252       $  358
Special items                                                      (26)        (31)              198            7
                                                                 -----      ------            ------       ------
Total operating net income                                       $  17      $   86            $  450       $  365
- -------------------------------------------------------------------------------------------------------------------
</TABLE>



                                    - more -
<PAGE>

                                      - 6 -


         In the international  downstream,  comparative  fourth quarter and year
1996 earnings  reflected  lower results in both the Caltex and Europe  operating
areas, partly offset by higher earnings in Latin America.
         In the Caltex area of operations,  refining and marketing  margins were
generally lower in Australia, Korea, Thailand, and Japan due to the inability to
recover higher crude costs in the  marketplace.  Lower  paraxylene sales volumes
and prices in Korea added to the unfavorable comparative results.
         In  Europe,  operating  results  for the fourth  quarter  and year 1996
included non-cash currency translation charges relating to deferred income taxes
of $18 million and $20 million,  respectively,  due to the  strengthening of the
Pound Sterling in relation to the U.S. dollar. This compared with benefits of $6
million for the fourth quarter and $3 million for the year 1995. Excluding these
non-cash charges,  fourth quarter earnings in Europe improved as higher refining
margins more than offset lower marketing  margins.  For the year,  significantly
depressed marketing margins due to intense competitive  pressures and oversupply
in the marketplace,  especially in the U.K., were only partly offset by improved
refining operations and margins.
         Improved earnings in Latin America, primarily a result of strong margin
and volume  growth in Brazil,  as well as entry into new markets,  partly offset
the lower Caltex and European results.
         Results for the year 1996  included net special  gains of $198 million,
consisting  of a first  quarter $224 million gain relating to the sale by Caltex
of its interest in Nippon Petroleum Refining Company,  Limited which was reduced
by a related fourth  quarter  charge of $5 million for  additional  taxes on the
sale.  Also,  included in 1996 results is a fourth  quarter  charge for employee
separations  of $21 million.  Net special  gains of $7 million for the year 1995
included a net gain of $80 million,  principally  for the first  quarter sale of
land by a Caltex  affiliate  in Japan,  $42 million in charges  during the third
quarter related to employee separations and restructuring,  and a fourth quarter
charge of $31 million associated with the adoption of SFAS 121.

<TABLE>
<CAPTION>

     NONPETROLEUM
                                                                   Fourth Quarter                      Year
                                                                  ---------------               -----------------
(Millions):                                                       1996         1995             1996         1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>               <C>         <C>   
Operating earnings before special items                          $     5     $   12            $    16     $   32
Special items                                                          -        (87)                 -        (60)
                                                                 -------     ------            -------     ------
Total operating net income (loss)                                $     5     $  (75)           $    16     $  (28)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    - more -

<PAGE>

                                      - 7 -

         Comparative  nonpetroleum  results  decreased in the fourth quarter and
year 1996 due to better loss  experience of insurance  operations in 1995.  This
decrease was partially offset by higher 1996 gasification licensing revenues.
         Special items in 1995 included a fourth  quarter  charge of $87 million
related to the write-down of assets associated with the adoption of SFAS 121 and
a third quarter gain of $27 million from the sale of the  company's  interest in
Pekin Energy Company.

CORPORATE/NONOPERATING RESULTS

<TABLE>
<CAPTION>
                                                                    Fourth Quarter                     Year
                                                                    --------------                     ----
(Millions):                                                        1996         1995             1996        1995

- -------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>              <C>          <C>    
Results before special items                                     $  (96)     $ (103)          $ (410)      $ (396)
Special items                                                       154           5              154           33
                                                                 ------      ------           ------       ------
Total corporate/nonoperating                                     $   58      $  (98)          $ (256)      $ (363)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


         Comparative  corporate/nonoperating  results for the year were impacted
by gains on  sales  of  equity  securities  held  for  investment  by  insurance
operations in 1995. This effect was partially offset by reduced interest expense
in 1996  principally  in the fourth  quarter from lower  interest rates and debt
levels.
         Results for both 1996 and 1995 included  special  items.  Special items
for 1996, recorded in the fourth quarter,  included $188 million of tax benefits
attributable  to sales of  interests  in a  subsidiary.  Results  for the fourth
quarter and year 1995 included  similar benefits of $21 million and $65 million,
respectively.  The fourth quarter of 1996 also included a benefit of $41 million
resulting  from lower than  anticipated  prior  years' state tax  exposures  and
charges of $32 million for additional  financial reserves for various litigation
matters.  Additionally,  fourth  quarter 1996 and third  quarter  1995  included
charges of $43 million and $16 million,  respectively, for employee separations.
Fourth  quarter 1995 results  included $16 million in charges for the write-down
of assets associated with the adoption of SFAS 121.

CAPITAL AND EXPLORATORY EXPENDITURES
         Capital  and  exploratory   expenditures,   including  equity  in  such
expenditures of affiliates, were $3,431 million for the year 1996 as compared to
$3,128 million for 1995.  For the fourth  quarter,  expenditures  totaled $1,179
million in 1996 as compared to $1,084 million for 1995.

                                    - more -

<PAGE>

                                      - 8 -

         In  the  United  States,   exploration  and  development   expenditures
increased during 1996 reflecting  strategic  opportunities in both the shelf and
deepwater  areas of the Gulf of Mexico.  Utilizing  the  synergies  of  advanced
technologies,   Texaco  continues  to  add  oil  and  gas  reserves  and  expand
development  activities on key projects in this region.  Also,  construction has
commenced  on a major  natural  gas  gathering  and  transmission  pipeline  and
processing complex to be located onshore and offshore South Louisiana.
         International  upstream  expenditures  in 1996 also increased from 1995
levels reflecting continued development efforts in the Erskine Field and Mariner
Block in the U.K. North Sea, in Indonesia,  in the Partitioned Neutral Zone, and
for offshore projects in Australia and Nigeria. In addition, higher expenditures
reflect several new fields brought into  production in 1996 in Angola,  Colombia
and  Trinidad,  as well as a general  increase in  exploratory  activity.  These
increases were partially offset by reduced  expenditures in the Captain Field in
the North Sea, which will begin production shortly.
         Downstream expenditure levels in the United States decreased due to the
completion  of major  refinery  projects  and  upgrades  both for Texaco and its
affiliate Star Enterprise. Partly offsetting these declines were increased joint
marketing  initiatives with quick service  restaurants and lube outlets, as well
as strategic service station site acquisitions and alliances. Also, construction
continued on the Poseidon oil  pipeline,  which will service new  deepwater  and
subsalt oil production from the central Gulf of Mexico.
         International  downstream  expenditures also decreased primarily due to
significant  1995  expenditures  related to Caltex's  refinery  construction  in
Thailand and upgrade in  Singapore,  as well as Texaco's  1995  expenditures  to
upgrade  refineries in Panama and the U.K.  However,  marketing  investments  in
1996,  particularly  by Texaco in Latin  American  growth  markets and  selected
European  locations,  and by Caltex in  high-growth  areas of the  Pacific  Rim,
largely offset the decrease in refinery spending.

                                     - xxx -

CONTACTS:     Chris Gidez               914-253-4042
              Jim Swords                914-253-4156
              Cynthia Michener          914-253-4743
              Yorick Fonseca            914-253-7034



Additional Texaco information is available on the World Wide Web at:  
http://www.texaco.com



<PAGE>
                                      - 9 -

<TABLE>
<CAPTION>
                                                                Fourth Quarter (a)               Year (a)
                                                                ------------------               --------
                                                                1996         1995           1996          1995
                                                                ----         ----           ----          ----

FUNCTIONAL NET INCOME (LOSS) ($000,000)
- ---------------------------------------
<S>                                                             <C>          <C>            <C>           <C> 
Operating Earnings (Losses)
    Petroleum and natural gas
       Exploration and production
          United States                                         $  351       $(302)         $1,123        $  293
          International                                            113          87             478           340
                                                                ------      ------          ------        ------
              Total                                                464        (215)          1,601           633
                                                                ------      ------          ------        ------

       Manufacturing, marketing and
       distribution
          United States                                            (35)         51             207           121
          International                                             17          86             450           365
                                                                ------      ------          ------        ------
              Total                                                (18)        137             657           486
                                                                ------      ------          ------        ------
              Total petroleum and natural gas                      446         (78)          2,258         1,119

    Nonpetroleum                                                     5         (75)             16           (28)
                                                                ------      ------          ------        ------
              Total operating earnings (losses)                    451        (153)          2,274         1,091

Corporate/Nonoperating                                              58         (98)           (256)         (363)
                                                                ------      ------          ------        ------

Net income (loss) before accounting change (b)                     509        (251)          2,018           728

Cumulative effect of adoption of SFAS 121                           -            -              -           (121)
                                                                ------      ------          ------        ------

              Total net income (loss)                           $  509      $ (251)         $2,018        $  607
                                                                ------      ------          ------        ------

EARNINGS (LOSSES) PER COMMON SHARE (dollars) 
- --------------------------------------------
Net income (loss) before cumulative effect of
    accounting change                                           $ 1.90      $(1.02)         $ 7.52        $ 2.57
Cumulative effect of accounting change                              -            -              -           (.47)
                                                                ------      ------          ------        ------
              Total net income (loss)                           $ 1.90      $(1.02)         $ 7.52        $ 2.10
                                                                ------      ------          ------        ------

Average number of common shares
    outstanding for computation
    of earnings per share (000,000)                             260.7        260.3           260.7         260.0

<FN>
(a) Includes special items as detailed in news release text
(b) Includes provision (benefit) for income taxes
          ($000,000)                                            $  (3)      $ (230)         $  965        $  258
</FN>
</TABLE>



<PAGE>


                                     - 10 -
<TABLE>
<CAPTION>

                                                                 Fourth Quarter                     Year
                                                                ---------------                     ----
OTHER FINANCIAL DATA ($000,000)                                 1996         1995           1996          1995
- -------------------------------                                 ----         ----           ----          ----
<S>                                                          <C>          <C>        <C>               <C>    
Revenues                                                     $12,871      $ 9,647        $45,500       $36,787

Total assets as of December 31                                                       (c) $27,000       $24,937

Stockholders' equity as of December 31                                               (c) $10,380       $ 9,519

Total debt as of December 31                                                         (c) $ 5,600       $ 6,240

Capital and exploratory expenditures
    (includes equity in affiliates)
       Exploration and production
          United States                                      $  349       $   285        $ 1,243       $   904
          International                                         373           306          1,135         1,033
                                                             ------       -------        -------       -------
              Total                                             722           591          2,378         1,937
                                                             ------       -------        -------       -------


       Manufacturing, marketing and
        distribution
          United States                                         126           190            360           453
          International                                         313           272            658           687
                                                             ------       -------        -------       -------
              Total                                             439           462          1,018         1,140
                                                             ------       -------        -------       -------

       Other                                                     18            31             35            51
                                                             ------       -------        -------       -------
              Total                                          $1,179       $ 1,084        $ 3,431       $ 3,128
                                                             ------       -------        -------       -------

Texaco Inc. and subsidiary companies
    Exploratory expenses included above:
          United States                                      $   41       $    31        $   153       $    94
          International                                          95            78            226           195
                                                             ------       -------        -------       -------
              Total                                          $  136       $   109        $   379       $   289
                                                             ------       -------        -------       -------

Dividends paid to common stockholders                        $  221       $   208        $   859       $   832

Dividends per common share (dollars)                         $  .85       $   .80        $  3.30       $  3.20

Dividend requirements for preferred
    stockholders                                              $  14       $    14        $    57       $    60

<FN>
(c)  Preliminary
</FN>

</TABLE>

<PAGE>


                                     - 11 -
<TABLE>
<CAPTION>

                                                                 Fourth Quarter                    Year
                                                                 --------------                    ----
OPERATING DATA - INCLUDING                                      1996         1995           1996          1995
- --------------------------                                    ---------    ---------      ---------     ------
    INTERESTS IN AFFILIATES
    -----------------------

    Exploration and Production
    --------------------------

<S>                                                             <C>          <C>             <C>          <C>   
    United States
       Net production of crude oil and
          natural gas liquids (000 BPD)                            387          382             388          381
       Net production of natural gas -
          available for sale (000 MCFPD)                         1,661        1,592           1,675        1,619
       Total net production (000 BOEPD)                            664          647             667          651

       Natural gas sales (000 MCFPD)                             3,404        3,124           3,176        3,153
       Natural gas liquids sales
          (including purchased LPGs) (000 BPD)                     203          222             206          216

       Average U.S. crude (per bbl.)                            $20.00       $14.89          $17.93       $15.10
       Average U.S. natural gas (per mcf)                       $ 2.54       $ 1.81          $ 2.19       $ 1.65
       Average WTI (Spot) (per bbl.)                            $24.67       $18.15          $22.16       $18.43
       Average Kern (Spot) (per bbl.)                           $17.32       $12.57          $15.53       $13.57

    International
       Net production of crude oil and 
          natural gas liquids (000 BPD):
              Europe                                               116          113             115          116
              Indonesia                                            152          153             145          150
              Partitioned Neutral Zone                              80           69              76           59
              Other                                                 64           58              63           56
                                                                ------       ------          ------       ------
                 Total                                             412          393             399          381
       Net production of natural gas -
          available for sale (000 MCFPD):
              Europe                                               207          183             188          203
              Colombia                                             148          119             125          119
              Other                                                 80           51              69           51
                                                                ------       ------          ------       ------
                 Total                                             435          353             382          373
       Total net production (000 BOEPD)                            485          452             463          443

       Natural gas sales (000 MCFPD)                               538          439             477          435
       Natural gas liquids sales
          (including purchased LPGs) (000 BPD)                      68           81              89           80

       Average International crude (per bbl.)                     $21.96     $16.17          $19.55       $16.29
       Average U.K. natural gas (per mcf)                         $ 2.83     $ 2.76          $ 2.63       $ 2.65
       Average Colombia natural gas (per mcf)                     $  .99     $  .97          $  .96       $  .89

</TABLE>


<PAGE>


                                     - 12 -
<TABLE>
<CAPTION>

                                                                  Fourth Quarter                   Year
                                                                  --------------                   ----
OPERATING DATA - INCLUDING                                      1996         1995           1996          1995
- --------------------------                                    ---------    ---------      ---------     ------
    INTERESTS IN AFFILIATES

    Manufacturing, Marketing and Distribution

<S>                                                              <C>          <C>             <C>          <C>
    United States
       Refinery input (000 BPD)
          Subsidiary                                               401          396             404          393
          Affiliate - Star Enterprise                              320          301             320          300
                                                                 -----        -----           -----        -----
              Total                                                721          697             724          693

       Refined product sales (000 BPD)
          Gasolines                                                499          451             499          449
          Avjets                                                   112          127             123           99
          Middle Distillates                                       222          206             216          196
          Residuals                                                 73           44              67           51
          Other                                                    120          164             131          139
                                                                 -----        -----           -----        -----
              Total                                              1,026          992           1,036          934

    International
       Refinery input (000 BPD)
          Europe                                                   352          347             340          300
          Affiliate - Caltex                                       352          451             364          443
          Latin America/West Africa                                 39           68              58           45
                                                                ------       ------          ------        -----
              Total                                                743          866             762          788

       Refined product sales (000 BPD)
          Europe                                                   488          531             461          473
          Affiliate - Caltex                                       599          698             601          658
          Latin America/West Africa                                373          378             391          362
          Other                                                     74           72              64           74
                                                                ------        ------          -----        -----
              Total                                              1,534        1,679           1,517        1,567


</TABLE>


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