TEXACO INC
8-K, 1998-04-23
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):
                                 April 23, 1998




                                   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
- ---------------------


On April 23, 1998,  the  Registrant  issued an Earnings  Press Release  entitled
"Texaco Reports Results: First Quarter 1998 Earnings Total $259 Million," 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 23, 1998,  
                  entitled  "Texaco  Reports  Results:   First Quarter 1998 
                  Earnings Total $259 Million."


<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 23, 1998
       --------------

                                                                    EXHIBIT 99.1

                             TEXACO REPORTS RESULTS:
                             -----------------------
                 FIRST QUARTER 1998 EARNINGS TOTAL $259 MILLION
                 ----------------------------------------------
FOR  IMMEDIATE  RELEASE:  THURSDAY,  APRIL  23,  1998.
- -----------------------------------------------------
         WHITE PLAINS,  N.Y.,  April 23 - Texaco's  first  quarter  results were
marked  by  increases  in  production,  improved  downstream  results  and tight
controls on cash operating expenses.  However,  these positive factors could not
overcome  the decline in  worldwide  crude oil and  natural  gas prices,  Texaco
Chairman and Chief Executive Officer Peter Bijur reported today.
         Texaco's  total  reported net income for the first  quarter of 1998 was
$259  million  ($.46 per  share).  This  compares  with net income for the first
quarter of 1997 of $492  million  ($.90 per  share),  after  excluding a special
item.  Total reported net income for the first quarter of 1997, which included a
special  benefit of $488  million  associated  with a tax  settlement,  was $980
million  ($1.80 per  share).  Commenting  on the first  quarter  of 1998,  Bijur
highlighted the following:
          o Worldwide daily production rose 16 percent;
          o Cash  operating  expenses  per  barrel  dropped  more than five
            percent, aided by lower energy costs and higher volumes;
          o Capital and exploratory expenditures grew 21 percent; and
          o Equilon Enterprises LLC, a joint venture combining Texaco's and
            Shell's western and midwestern  U.S.  downstream  assets,  began
            commercial operations.
         Commenting on the results Bijur stated, "Operationally,  we experienced
a very good first quarter.  Production increases were on target toward achieving
our planned  double-digit  growth for the year,  however,  total  earnings  were
significantly  impacted  by the drop in  worldwide  crude  oil and  natural  gas
prices."
         In worldwide upstream operations, Bijur reported that the first quarter
of 1998  included a full  quarter of  production  from the  Captain  and Erskine
fields,  both in the U.K.  North Sea.  Production  increased in the  Partitioned
Neutral Zone (between Saudi Arabia and Kuwait),  Colombia,  and in the U.S. as a
result of the November 1997  acquisition  of Monterey  Resources.  He added that
first

                                    - more -
<PAGE>

                                     - 2 -

quarter  production  included the recently  acquired 20 percent  interest in the
Karachaganak field in Kazakhstan.
          "Earnings in our worldwide downstream operations benefited from higher
gasoline sales volumes and higher margins.  In the U.S.,  margins  improved over
last year's depressed levels but weakened during the quarter due to oversupply,"
Bijur reported.  He also commented on the continuing  transformation of Texaco's
downstream  businesses  through  strategic  alliances.  He  noted  that  Equilon
Enterprises  LLC,  Texaco's  U.S.  downstream  alliance  with Shell Oil Company,
recently began  operations and agreements are being  finalized by Texaco,  Shell
and Saudi Refining,  Inc. for a separate joint venture involving the Eastern and
Gulf Coast refining and marketing businesses.

ANALYSIS OF OPERATING EARNINGS
       EXPLORATION AND PRODUCTION
UNITED STATES
         First quarter 1998 earnings were $107 million, compared to $311 million
for the first  quarter of 1997.  The decline was a result of lower crude oil and
natural gas prices.  Average  realized  crude oil prices were $11.78 per barrel,
$7.84 below 1997.  Crude oil prices have  plummeted due to rising oil stocks and
slowing of world  demand  growth.  Average  natural  gas  prices  were $2.14 per
thousand cubic feet (MCF), $.52 below 1997. Prices for natural gas decreased due
to mild weather as well as increased inventory levels.
         Production  increased more than 12 percent,  however,  earnings did not
significantly  benefit  from this  increase  due to low heavy  crude oil prices.
Higher volumes  included  production from the acquired  Monterey  properties and
continued development of natural gas opportunities in Texas and Louisiana.
         Texaco continued to aggressively pursue producing  opportunities in the
Gulf of Mexico  leading to higher  exploration  expenses this year.  Exploration
expenses for the first  quarter  were $96 million  before tax versus $42 million
last year.  Operationally,  cash  operating  expenses on a per barrel basis were
lower than the first quarter of 1997.

INTERNATIONAL
         First quarter 1998 earnings were $40 million,  compared to $156 million
for the first  quarter of 1997.  The decline in earnings was the result of lower
crude oil prices.  Average  realized crude oil prices were $11.95 per barrel for
the  quarter,  $7.53 below 1997.  At these  depressed  prices,  earnings did not
significantly  benefit  from a daily  production  increase  of 20  percent.  The
increase was from a full quarter of Captain and Erskine production in 1998, both
of which are in the U.K. North Sea. Production also increased in the Partitioned
Neutral Zone and Colombia,  and as a result of our recently  acquired 20 percent
interest in the Karachaganak field in Kazakhstan.

                                    - more -

<PAGE>

                                     - 3 -

         Operating  results  for the first  quarter  1998  included  a  non-cash
currency charge of $4 million  related to deferred  income taxes  denominated in
British pounds.  This compares to a benefit of $19 million for the first quarter
of 1997.

         MANUFACTURING, MARKETING AND DISTRIBUTION
UNITED STATES
         First quarter 1998  earnings were $47 million and include  results from
the recently formed Equilon  Enterprises LLC, Texaco's  downstream alliance with
Shell Oil Company. Earnings for the first quarter of 1997 were $6 million.
         Earnings in 1998  included the impact of overall lower crude costs that
temporarily  improved margins.  However,  weather conditions weakened demand for
heating oil and West Coast gasoline.  Gasoline  prices,  adjusted for inflation,
hit their lowest levels in 25 years.  Additionally,  refinery  results  included
scheduled downtime at several plants within our system.
         Earnings for 1997 included the adverse  effects of intense  competition
that squeezed margins in the West Coast marketplace. Refinery fires late in 1996
and early in 1997  negatively  affected  product yields and caused casualty loss
expenses during 1997.

INTERNATIONAL
         First quarter 1998 earnings were $182 million, compared to $104 million
for the  first  quarter  of  1997.  The  international  refining  and  marketing
businesses in Europe,  Latin  America and Texaco's  affiliate  Caltex,  reported
higher 1998 earnings.
         Refining  operations in Europe and Latin America  experienced  improved
margins from lower crude costs in 1998. Improved European marketing results were
due to increased sales volumes and higher retail margins primarily in the United
Kingdom.  The recovery from the 1997 Scandinavian  price war also contributed to
the  higher  earnings.  Improved  margins  and higher  sales  volumes in Central
America,  the Caribbean,  and Brazil drove stronger  marketing  results in Latin
America.
         In the Caltex area,  margins in Korea  improved due to decreased  crude
costs and partial  recovery of local fourth  quarter 1997 currency  losses.  The
Caltex area also experienced a modest increase in refined product sales volumes.
Although inland sales volumes were lower due to the economic crisis in Southeast
Asia, higher trading volumes led to the overall volume improvement.  Included in
1998  earnings were  unfavorable  net  currency-related  effects of $16 million;
primarily tax charges on local currency gains on U.S. obligations resulting from
the  strengthening  of the Korean  won.  Last  year's  results  included  Korean
currency losses of $21 million.

                                    - more -
<PAGE>

                                     - 4 -

         Results for 1998 included a non-cash  currency charge of $3 million for
the first  quarter  related to  deferred  income  taxes  denominated  in British
pounds. This compares to a benefit of $5 million for the first quarter of 1997.

CORPORATE/NONOPERATING RESULTS
         Corporate and  nonoperating  results for the first quarter of 1998 were
charges of $119 million,  compared to $97 million for the first quarter of 1997,
excluding  special items.  The change was due principally to increased  interest
expense  on higher  debt  levels and  Texaco's  corporate  advertising  campaign
introduced in the second half of 1997.
         Results  for 1997  included  a first  quarter  special  benefit of $48
million  associated  with an IRS settlement.

CAPITAL AND EXPLORATORY EXPENDITURES
         Capital and  exploratory  expenditures  were $967 million for the first
quarter of 1998,  compared to $799 million for the same period in 1997.
         In the United States upstream,  offshore  development  continued in the
deepwater  Gulf of Mexico where Texaco  holds a strong  lease-acreage  position.
Work continued  during the quarter on the  fabrication  and  installation of the
Petronius  compliant tower.  Also, subsea  development work moved forward on the
Gemini  field,  a major  gas  reserve  with  production  expected  during  1999.
Expenditures in 1998 increased for enhanced oil recovery projects using advanced
thermal recovery  techniques to increase  production from the acquired  Monterey
properties and other core producing fields.  Exploratory  expenses in the United
States  increased  as we  aggressively  pursued  our program to grow oil and gas
production and reserves.
         Internationally, higher upstream expenditures include our investment in
discovered reserve opportunities,  such as the Karachaganak venture. Development
work continued in the U.K. North Sea, Indonesia and other promising areas.
         In  the  downstream  operations,  through  domestic  and  international
alliances and subsidiaries,  Texaco continues to invest in projects that enhance
brand loyalty and increase market share.

                                     - xxx -
MEDIA  CONTACTS:
- ---------------
Chris Gidez            914-253-4042              Faye Cox          914-253-7745
Ken Sniffen            914-253-4114              Kelly McAndrew    914-253-6295
Keelin Molloy          914-253-7461

INVESTOR  RELATIONS:                             Elizabeth Smith   914-253-4478
- -------------------

Listen in live to Texaco's first quarter 1998 earnings discussion with financial
analyst community at
                http://www.events.audionet.com/events/texaco/q1earnings/
                --------------------------------------------------------
For technical assistance, call Sheila Lujan at 800-366-9831


<PAGE>
                                     - 5 -
<TABLE>
<CAPTION>
                                                                               First Quarter
                                                                 ----------------------------------------
                                                                    1998                       1997 (a)
                                                                 -----------                  -----------
FUNCTIONAL NET INCOME ($Millions)
- --------------------------------
<S>                                                                <C>                      <C>     

Operating Earnings
   Petroleum and natural gas
       Exploration and production
           United States                                           $    107                 $    311
           International                                                 40                      156
                                                                   --------                 --------
               Total                                                    147                      467
                                                                   --------                 --------

       Manufacturing, marketing and
        Distribution
           United States                                                 47                        6
           International                                                182                      104
                                                                   --------                 --------
               Total                                                    229                      110
                                                                   --------                 --------

               Total petroleum and natural gas                          376                      577

   Nonpetroleum                                                           2                       12
                                                                   --------                 --------
               Total operating earnings                                 378                      589

Corporate/Nonoperating                                                (119)                      391
                                                                   --------                 --------
                    Total net income                               $    259                 $    980
                                                                   ========                 ========

Net income per common share (Dollars)
               Basic                                               $    .46                 $   1.86
               Diluted                                             $    .46                 $   1.80
                                                                    

Average number of common shares
     outstanding for computation
     of earnings per share (Millions)
               Basic                                                  531.9                    519.3
               Diluted                                                551.4                    540.1

Provision for (benefit from) income taxes
    included in total net income above                             $    140                 $   (194)

<FN>
(a)  Includes  special  item  in  Corporate/Nonoperating  as  indicated  in this release.
</FN>
</TABLE>


<PAGE>
                                     - 6 -


<TABLE>
<CAPTION>
                                                                               First Quarter
                                                                 ----------------------------------------
                                                                    1998                         1997
                                                                 -----------                  -----------
OTHER FINANCIAL DATA ($Millions)
- --------------------------------

<S>                                                                <C>                      <C>     
Revenues                                                           $ 8,147                  $12,029

Total assets as of March 31                                        $28,900                  $27,008

Stockholders' equity as of March 31                                $12,700                  $11,062

Total debt as of March 31                                          $ 6,800                  $ 5,495

Capital and exploratory expenditures
       Exploration and production
           United States                                           $   476                  $   352
           International                                               290                      282
                                                                   -------                  -------
                   Total                                               766                      634
                                                                   -------                  -------

       Manufacturing, marketing and
         Distribution
           United States                                                88                       60
           International                                                99                      101
                                                                   -------                  -------
                   Total                                               187                      161
                                                                   -------                  -------

       Other                                                            14                        4
                                                                   =======                  =======
                   Total                                           $   967                  $   799
                                                                   =======                  =======

       Exploratory expenses included above
           United States                                           $    96                  $    42
           International                                                45                       57
                                                                   =======                  =======
                   Total                                           $   141                  $    99
                                                                   =======                  =======

Dividends paid to common stockholders                              $   239                  $   221

Dividends per common share (Dollars)                               $   .45                  $  .425
                                                                       

Dividend requirements for preferred stockholders                   $    14                  $    14


</TABLE>

<PAGE>
                                     - 7 -
<TABLE>
<CAPTION>
                                                                              First Quarter
                                                                 ----------------------------------------
                                                                    1998                         1997
                                                                 -----------                  -----------
OPERATING DATA
- ---------------

<S>                                                                <C>                      <C>     
     Exploration and Production
     --------------------------

     United States
     -------------
         Net production of crude oil and
             natural gas liquids (MBPD)                                452                      384
         Net production of natural gas -
             available for sale (MMCFPD)                             1,738                    1,656

                  Total net production (MBOEPD)                        742                      660

         Natural gas sales (MMCFPD)                                  3,882                    3,841

         Average U.S. crude (per bbl.)                             $ 11.78                  $ 19.62
         Average U.S. natural gas (per mcf)                        $  2.14                  $  2.66
         Average WTI (Spot) (per bbl.)                             $ 15.92                  $ 22.76
         Average Kern (Spot) (per bbl.)                            $  8.89                  $ 15.98

     International
     -------------
         Net production of crude oil and
             Natural gas liquids (MBPD)
                  Europe                                               158                      114
                  Indonesia                                            155                      140
                  Partitioned Neutral Zone                             108                       90
                  Other                                                 70                       69
                                                                   -------                  -------
                     Total                                             491                      413
         Net production of natural gas
             Available for sale (MMCFPD)
                  Europe                                               258                      241
                  Colombia                                             208                      132
                  Other                                                123                      102
                                                                   -------                  -------
                     Total                                             589                      475

                  Total net production (MBOEPD)                        589                      492

         Natural gas sales (MMCFPD)                                    777                      620

         Average International crude (per bbl.)                    $ 11.95                  $ 19.48
         Average U.K. natural gas (per mcf)                        $  2.65                  $  2.85
         Average Colombia natural gas (per mcf)                    $   .91                  $  1.05

     Worldwide
     ---------
                  Total worldwide net production (MBOEPD)            1,331                    1,152


</TABLE>


<PAGE>
                                     - 8 -
<TABLE>
<CAPTION>
                                                                              First Quarter
                                                                 ----------------------------------------
                                                                    1998                         1997
                                                                 -----------                  -----------
OPERATING DATA
- ---------------

<S>                                                                <C>                      <C>     
     Manufacturing, Marketing and Distribution
     -----------------------------------------

     United States
         Refinery input (MBPD)
             Western U.S.                                              358                      409
             Eastern U.S.                                              313                      336
                                                                   -------                  -------
                 Total                                                 671                      745

         Refined product sales (MBPD)
             Gasoline                                                  492                      497
             Avjets                                                    163                       89
             Middle Distillates                                        180                      214
             Residuals                                                  96                       85
             Other                                                     120                      120
                                                                   -------                  -------
                  Total                                              1,051                    1,005

     International
         Refinery input (MBPD)
             Europe                                                    374                      348
             Affiliate - Caltex                                        437                      407
             Latin America/West Africa                                  57                       62
                                                                   -------                  -------
                  Total                                                868                      817

         Refined product sales (MBPD)
             Europe                                                    564                      495
             Affiliate - Caltex                                        593                      586
             Latin America/West Africa                                 428                      366
             Other                                                      49                       44
                                                                   -------                  -------
                  Total                                              1,634                    1,491


</TABLE>





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