TEXACO INC
8-K, 1998-07-21
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):
                                  July 21, 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 July 21,  1998,  the  Registrant  issued an Earnings  Press
                  Release entitled "Texaco Reports Results:  Second Quarter 1998
                  Earnings  Total  $342  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 July 21, 1998,
                  entitled "Texaco Reports Results: Second Quarter 1998 Earnings
                  Total $342 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:  July 21, 1998

                                                                    EXHIBIT 99.1

                            TEXACO REPORTS RESULTS:
                            -----------------------
                SECOND QUARTER 1998 EARNINGS TOTAL $342 MILLION
                -----------------------------------------------


FOR IMMEDIATE RELEASE: TUESDAY, JULY  21, 1998
- - ----------------------------------------------
    WHITE PLAINS, N.Y., July 21 - Continuing weak crude oil
prices lowered second quarter results, Texaco Chairman
and Chief Executive Officer Peter Bijur reported today.
Improved margins and higher sales volumes in the
international downstream and an 11 percent increase in
worldwide production only partially offset the effects of
lower oil prices.
    Texaco's reported net income for the second quarter
of 1998 was $342 million ($.61 per share).  The quarter
included a net special gain of $7 million. Net income for
the second quarter of 1997 was $571 million ($1.05 per
share), including a net special gain of $131 million. For
the first half of 1998, reported net income was $601
million ($1.07 per share), compared with $1,551 million
($2.85 per share) for last year.  Commenting on the
second quarter of 1998, Bijur highlighted the following:

- - -   Strong international downstream margins and volumes;
- - -   Worldwide daily production increased 11 percent;
- - -   Year-to-date cash operating expenses per barrel decreased
    six percent; and
- - -   Year-to-date stock repurchases of $400 million.

    Further commenting on the results Bijur stated, "The
combination of excessive crude oil inventories and slower
demand growth continues to keep downward pressure on
prices.  Recently announced production cuts by certain
oil producing nations should lead to a better
supply/demand balance and a recovery in prices. In this
environment, we continue to strategically position the
company for long-term profitability by focusing on
increasing our reserve base."
    Bijur noted that lower crude oil prices helped to
improve downstream margins in the second quarter.
Texaco's increasing presence in Latin American markets
and the company's operational performance in Europe
contributed to improved results.  Additionally,
profitability has been maintained in the Caltex area of
operations, despite the highly volatile business
environment.
                                    - more -
<PAGE>
                                     - 2 -

    Bijur went on to say that Texaco, Shell Oil Company
and Saudi Refining, Inc., finalized agreements for the
July 1998 operational start-up of Motiva Enterprises LLC.
This U.S. downstream alliance combines Eastern and Gulf
Coast refining and marketing operations. Earlier in the
year, Equilon Enterprises LLC, a U.S. joint venture
combining Texaco's and Shell's Western and Midwestern
downstream assets began operations.

<TABLE>
<CAPTION>
                     Second Quarter     First Half
                     --------------     ----------
Texaco Inc.
(Millions):          1998     1997    1998     1997
- - -------------------------   ------  ------   ------
<S>                 <C>     <C>     <C>      <C>

Net income before
special items       $ 335   $ 440   $ 594    $ 932
                    -----   -----   -----   ------
Gains on major
asset sales            20     174      20      174
Tax benefits on
asset sales            19       -      19        -
Alliance formation
Expenses              (32)      -     (32)       -
Financial reserves
for various issues      -     (43)      -      (43)
U.S. tax issue          -       -       -      488
                    -----   -----   -----   ------
Special items           7     131       7      619
                    -----   -----   -----   ------
Total reported net
 Income             $ 342   $ 571   $ 601   $1,551
                    =====   =====   =====   ======
- - --------------------------------------------------  
<FN>
     Details on special items are included in the
following functional analysis.
</FN>
</TABLE>

ANALYSIS OF OPERATING EARNINGS
        EXPLORATION AND PRODUCTION

<TABLE>
<CAPTION>

                              Second Quarter   First Half
                              --------------   ----------
UNITED STATES (Millions):     1998    1997     1998    1997
- - -----------------------------------------------------------
<S>                           <C>     <C>      <C>     <C> 
Operating earnings before     $ 100   $232     $207    $543
 special items                         
Special items                    20    (43)      20     (43)
                              -----   -----    ----    ----
Total operating net income    $ 120   $189     $227    $500
- - -----------------------------------------------------------
</TABLE>

     U.S. exploration and production earnings in the
second quarter and the first half of 1998 were below last
year's levels due to the continued deterioration of crude
oil prices. Average realized crude oil prices for the
second quarter and first half of 1998 were $10.72 and
$11.26 per barrel; more than 36 percent lower than the 1997
periods. The dramatic declines in price resulted from
rising inventory levels and slowing worldwide demand
growth. Slightly higher natural gas prices benefited
second quarter 1998 results. For the first half of 1998,
average natural gas prices were $2.10 per MCF, $.26 lower
than last year.  The lower natural gas prices were the
result of milder weather as well as increased inventory
levels in this year's first quarter.

                                    - more -

<PAGE>

                                     - 3 -

     Production increased 10 percent for the second
quarter and 11 percent for the first half of 1998. The
increased production in the second quarter 1998 included
new production from the Arnold, Oyster and Barite South
fields located in the Gulf of Mexico.  Both periods of
1998 included production from the Monterey properties
acquired in November of 1997.
     Texaco continued to pursue new reserve opportunities in
the Gulf of Mexico, leading to higher exploration
expenses this year. Exploration expenses for the second
quarter and first half of 1998 were $51 million and $147
million before tax, $17 million and $71 million higher
than the same periods of 1997.
     Results for 1998 included a second quarter special
gain of $20 million from the sale of an interest in a
natural gas pipeline.  Results for 1997 included a second
quarter special charge of $43 million for the
establishment of financial reserves for royalty and
severance tax issues.

<TABLE>
<CAPTION>
                       Second Quarter   First Half
                       --------------   ----------
INTERNATIONAL          1998     1997    1998    1997
(Millions):
- - ----------------------------------------------------
<S>                    <C>      <C>     <C>     <C>
Operating earnings     $  51    $ 79    $ 91    $ 235
before special items
Special items              -     161       -      161
                       -----    ----    ----    -----
Total operating net    $  51    $240    $ 91    $ 396
income
- - -----------------------------------------------------
</TABLE>


     International exploration and production earnings
for the second quarter and first half of 1998 declined
from 1997 as a result of lower crude oil prices. Average
realized crude oil prices were $11.42 per barrel for the
quarter, and $11.68 for the first half of 1998,
decreasing 32 percent for the quarter and 36 percent for
the first half.
     Production increased 13 percent for the second
quarter and 16 percent for the first half of 1998.
Volumes in the U.K. North Sea increased from the Captain,
Erskine and Galley fields. The Galley field began
production in the second quarter of this year. Production
also increased in the Partitioned Neutral Zone and
Colombia, and as a result of Texaco's first quarter 1998
acquisition of a 20 percent interest in the Karachaganak
field in Kazakhstan.  Also, exploratory expenses in both
periods were lower.
    The second quarter of 1997 included special gains of
$161 million from the sales of a 15 percent interest in the
Captain field, an interest in Canadian gas properties 
and an interest in an Australian pipeline system.

                                    - more -
<PAGE>
                                     - 4 -

        MANUFACTURING, MARKETING AND DISTRIBUTION

<TABLE>
<CAPTION>
                              Second Quarter   First Half
                              --------------   ----------
UNITED STATES (Millions):     1998    1997     1998    1997
- - -----------------------------------------------------------
<S>                           <C>     <C>      <C>     <C> 
Operating earnings before        
special items                 $ 96    $ 87     $143    $ 93
Special items                  (32)     13      (32)     13
                              ----    ----     ----    ----
Total operating net income    $ 64    $100     $111    $106
- - -----------------------------------------------------------
</TABLE>

     In the U.S. downstream, earnings for 1998 reflect the
change in operations from the formation of Equilon
Enterprises LLC, Texaco's downstream alliance with Shell
Oil Company.
     During this year's second quarter, margins benefited
from lower crude oil prices.  Refining operations
improved in the West and Midwest while in the East
results were adversely affected by downtime at several plants.
     For the first half of this year, lower crude prices
benefited product and lubricant margins.  Crude oil
trading operations also contributed to higher results.
However, in the first quarter, weather conditions
weakened demand for heating oil on the East Coast and
gasoline on the West Coast.  Also, first quarter refining
results were affected by maintenance at the Martinez
and Wood River plants.
     Earnings for 1997 included the adverse effects of
intense competition that squeezed margins in the West
Coast marketplace, primarily in the first quarter.
Refinery fires late in 1996 and early in 1997 negatively
affected product yields and caused casualty loss
expenses.
     The second quarter of 1998 included a special charge
of $32 million for alliance formation expenses, mostly
Texaco's share of announced employee severance programs.
Results for 1997 included a second quarter special gain
of $13 million from the sale of credit card operations.

<TABLE>
<CAPTION>
                              Second Quarter   First Half
                              --------------   ----------
INTERNATIONAL (Millions):     1998    1997     1998    1997
- - -----------------------------------------------------------
<S>                           <C>     <C>      <C>     <C> 
Operating earnings before     $ 194   $132     $ 376   $236
special items                         
Special items                    -      -         -      -
                              -----   ----     -----   ----
Total operating net income    $ 194   $132     $ 376   $236
- - -----------------------------------------------------------
</TABLE>

     In the international downstream, earnings for the
second quarter and first half of 1998 were higher than
1997.  Refining margins improved in the U.K. and Panama
due to lower crude costs.  Improved marketing results
reflected increased sales volumes and higher margins,
primarily in the U.K., Brazil and other Latin
American areas where operations have expanded.
Scandinavian earnings improved following the 1997 price
war in Norway.

                                    - more -
<PAGE>

                                     - 5 -

     In the Caltex area, higher 1998 earnings were a
result of lower crude costs and partial recovery of the
fourth quarter 1997 currency losses in Korea.  However,
a significantly higher volume of product was sold into the
lower margin export market.

CORPORATE/NONOPERATING RESULTS

<TABLE>
<CAPTION>
                            Second Quarter     First Half
                            --------------     ----------
(Millions):                 1998      1997     1998    1997
- - -----------------------------------------------------------
<S>                         <C>      <C>      <C>      <C>   
Results before special
items                       $(104)   $(91)    $(223)   $(188)
Special items                  19      -         19      488
                            -----    ----     -----    ----- 
Total                                  
corporate/nonoperating      $ (85)   $(91)    $(204)   $ 300
- - ------------------------------------------------------------
</TABLE>

     Corporate and nonoperating results for the second
quarter and first half of 1998 included increased
interest expense due to higher debt levels.
Additionally, results for 1998 included expenses for
Texaco's corporate advertising campaign introduced in the
second half of 1997.
     Results for 1998 included a second quarter special
item of  $19 million for tax benefits attributable to the
sale of an interest in a subsidiary.  Results for 1997
included a first quarter special benefit of $488 million
associated with an IRS settlement.

CAPITAL AND EXPLORATORY EXPENDITURES
     Capital and exploratory expenditures were $1,881
million for the first half of 1998 and $1,798 million in
1997.
     In the U.S. upstream, development continued
in the deepwater Gulf of Mexico. Expenditures in 1998
also increased for enhanced oil recovery projects using
advanced thermal recovery techniques which raised
production from the acquired Monterey properties and
other core producing fields.  Exploratory expenses
increased as Texaco continued its program to grow oil and gas
production and reserves.
     Internationally, slightly higher upstream
expenditures included investment in the Karachaganak
venture in Kazakhstan, a discovered reserve opportunity.
Development work continued in the U.K. North Sea,
Indonesia and other promising areas while exploratory
spending decreased in China.
     Lower international downstream expenditures in the
Caltex marketing areas were due to higher 1997 service
station investments in Hong Kong.

                                    - more -
<PAGE>

                                     - 6 -

     Texaco continues to carefully assess investment
projects given the current and projected industry
environment.  The company anticipates some adjustment in 
spending by deferring non-critical projects into future periods
should the current low crude price environment persist.

CONTACTS:   Faye J. Cox     914-253-7745
            Kelly McAndrew  914-253-6295
            Ken Sniffen     914-253-6295
            David Robinson  914-253-4524

INVESTOR RELATIONS:

            Elizabeth Smith 914-253-4478

Listen in live to Texaco's second quarter 1998 earnings
discussion with financial analysts on Wednesday, July 22
at 11:00 EDT at http://www.events.audionet.com/events/texaco/q2earnings/

For technical assistance, call Sheila Lujan at 800-366-9831

<PAGE>

                                     - 7 -

<TABLE>
<CAPTION>
                      Second Quarter(a)    First Half(a)
                      -----------------    -------------
                        1998     1997       1998    1997
                        ----     ----       ----    ----
                 
FUNCTIONAL NET INCOME
- - ---------------------
 ($Millions)
 -----------
<S>                  <C>       <C>      <C>      <C>   
Operating Earnings
  Petroleum and
  natural gas
    Exploration and
    production
      United States  $  120    $  189   $  227   $  500
      International      51       240       91      396
                      -----     -----   ------   ------
        Total           171       429      318      896
                      -----     -----   ------   ------
    Manufacturing,
    marketing and
    distribution
      United States      64       100      111      106
      International     194       132      376      236
                      -----     -----   ------   ------
         Total          258       232      487      342
                      -----     -----   ------   ------
    Total petroleum
    and natural gas     429       661      805    1,238

  Nonpetroleum           (2)        1        -       13
                      -----     -----   ------   ------
      Total
      Operating
      Earnings          427       662      805    1,251

Corporate/
Nonoperating            (85)      (91)    (204)     300
                      -----     -----   ------   ------
     Total net income $ 342     $ 571   $  601   $1,551
                      =====     =====   ======   ======

                       

Net income per
common share (Dollars)
         Basic        $0.62     $1.07   $ 1.08   $ 2.93
         Diluted      $0.61     $1.05   $ 1.07   $ 2.85

Average number of
  common shares
  outstanding for
  computation
  of earnings per
  share (Millions)
         Basic        530.6     519.4    531.2    519.3
         Diluted      549.8     539.9    550.6    540.0

Provision for income
  taxes included in
  total net income
  above                $   84   $  335   $  224   $ 141

<FN>
(a) Includes special items as detailed in this release.
</FN>
</TABLE>

<PAGE>
                                     - 8 -

<TABLE>
<CAPTION>

                    Second Quarter(a)   First Half(a)
                    -----------------   ------------- 
OTHER FINANCIAL       1998     1997      1998    1997
- - ---------------       ----     ----      ----    ----
DATA ($Millions)
- - ----------------

<S>                  <C>     <C>    <C>          <C>    
Revenues             $8,044  $11,496   $16,191   $23,525

Total assets as
of June 30                          (b)$28,700   $27,041

Stockholders'
equity as of
June 30                             (b)$12,500   $11,415

Total debt as of
June 30                             (b)$ 6,950   $ 5,539

Capital and
exploratory
expenditures
   Exploration and
   production
     United States   $  423   $  429   $   899    $   781
     International      261      264       551        546
                     ------   ------   -------    -------
            Total       684      693     1,450      1,327
                     ------   ------   -------    -------
  
   Manufacturing,
   marketing and
   distribution
     United States       95       92       183        152
     International      129      207       228        308
                     ------   ------   -------    -------
          Total         224      299       411        460
                     ------   ------   -------    -------
                 

   Other                  6        7        20         11
                     ------   ------   -------    -------
         Total       $  914   $  999   $ 1,881    $ 1,798
                     ======   ======   =======    =======
              

   Exploratory
   expenses
   included above
     United States   $   51   $   34   $   147    $    76
     International       39       59        84        116
                     ------   ------   -------    -------
         Total       $   90   $   93   $   231    $   192
                     ======   ======   =======    =======
                   

Dividends paid to
common stockholders  $  240   $  220   $   479    $   441

Dividends per common
share (Dollars)      $ 0.45   $0.425   $  0.90    $  0.85

Dividend requirements
for preferred
stockholders         $   13   $   14   $    27    $    28

<FN>
(b) Preliminary
</FN>
</TABLE>

<PAGE>
                                     - 9 -
<TABLE>
<CAPTION>
                       Second Quarter       First Half
                       --------------      --------------
OPERATING DATA         1998     1997       1998      1997
- - --------------         ----     ----       ----      ----

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

<S>                <C>       <C>         <C>      <C>    
 United States
 -------------
  Net production 
   of crude oil and
    natural gas 
     liquids (MBPD)     447      385         449      385
  Net production 
   of natural gas -
    available for 
     sale (MMCFPD)    1,703    1,677       1,721    1,666

      Total net 
       production 
       (MBOEPD)         731      665         736      663

  Natural gas 
   sales (MMCFPD)     3,934    3,561       3,908    3,700

  Average U.S. 
   crude 
    (per bbl.)     $  10.72  $ 16.95     $ 11.26  $ 18.29
  Average U.S. 
   natural gas 
    (per mcf)      $   2.05  $  2.02     $  2.10  $  2.36
  Average WTI 
   (Spot) 
    (per bbl.)     $  14.62  $ 19.97     $ 15.26  $ 21.38
  Average Kern 
   (Spot) 
    (per bbl.)     $   7.75  $ 14.11     $  8.31  $ 15.07

 International
 -------------
  Net production 
   of crude oil and
    natural gas 
     liquids (MBPD)
       Europe           149      118         154      116
       Indonesia        156      153         155      147
       Partitioned 
        Neutral Zone    105       94         106       92
       Other             67       68          69       67
                   --------  -------     -------  -------
         Total          477      433         484      422
  Net production of 
   natural gas - 
    available for 
     sale (MMCFPD)
       Europe           245      172         251      207
       Colombia         185      173         196      156
       Other            112       83         118       93
                   --------  -------     -------  -------
         Total          542      428         565      456

       Total net 
        production 
         (MBOEPD)       567      504         578      498

  Natural gas 
   sales (MMCFPD)       665      528         721      574

  Average 
   International 
    crude 
     (per bbl.)     $ 11.42  $ 16.91     $ 11.68  $ 18.22
  Average U.K. 
   natural gas 
    (per mcf)       $  2.64  $  2.59     $  2.64  $  2.73
  Average Colombia 
   natural gas 
    (per mcf)       $  0.92  $  1.12     $  0.91  $  1.09

 Worldwide
       Total net 
        production 
         (MBOEPD)     1,298    1,169       1,314    1,161

</TABLE>

<PAGE>
                                     - 10 -
<TABLE>
<CAPTION>
                        Second Quarter       First Half
                        --------------       ----------
OPERATING DATA         1998     1997       1998      1997
- - --------------         ----     ----       ----      ----

Manufacturing, 
- - -------------- 
  Marketing and 
  ------------- 
   Distribution
   ------------

 <S>                   <C>        <C>       <C>      <C>  
   United States
    -------------
     Refinery input 
     (MBPD)
      Western U.S.      396      418         377      413
      Eastern U.S.      333      328         323      332
                      -----      ---       -----    -----
        Total           729      746         700      745

     Refined product 
      sales (MBPD)
      Gasoline          554      512         530      505
      Avjets            164       94         168       92
      Middle 
       Distillates      188      216         184      215
      Residuals         119       59         107       72
      Other             181      117         165      119
                      -----      ---       -----    -----
        Total         1,206      998       1,154    1,003

    International
    -------------
     Refinery input 
     (MBPD)
      Europe            367      335         371      341
      Caltex            419      414         428      411
      Latin America/
       West Africa       70       55          64       59
                      -----      ---       -----    -----
        Total           856      804         863      811

    Refined product 
     sales (MBPD)
      Europe            602      494         582      495
      Caltex            586      561         589      574
      Latin America/
       West Africa      460      406         444      391
      Other              56       74          51       55
                      -----      ---       -----    -----
        Total         1,704    1,535       1,666    1,515

</TABLE>


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