Table of Contents

Item 2.02. Results of Operations and Financial Condition

On January 28, 2005, ChevronTexaco Corporation issued a press release announcing unaudited fourth quarter 2004 net income of $3.4 billion. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

ChevronTexaco Corporation
Policy, Government and Public Affairs
Post Office Box 6078
San Ramon, CA 94583-0778
www.chevrontexaco.com
News from
FOR RELEASE AT 5:30 AM PST
JANUARY 28, 2005

CHEVRONTEXACO REPORTS FOURTH QUARTER NET INCOME OF $3.4 BILLION
AND RECORD $13.3 BILLION FOR YEAR

     SAN RAMON, Calif., Jan. 28, 2005 – ChevronTexaco Corp. today reported net income of $3.4 billion ($1.63 per share – diluted) in the fourth quarter 2004, closing out the strongest year in the company’s 125-year history. Net income in the fourth quarter 2003 was $1.7 billion ($0.82 per share – diluted).

     The 2004 quarter included special-item gains of $146 million, compared with $89 million a year ago. Foreign currency effects reduced earnings $54 million and $171 million in the corresponding periods.

     For the full year, net income was $13.3 billion ($6.28 per share – diluted), compared with $7.2 billion ($3.48 per share – diluted) in 2003. Net income for 2004 included $1.2 billion of net special-item gains, primarily from the disposition of producing properties. Earnings for 2003 included net special charges of $53 million.

Earnings Summary

     “Our fourth quarter performance capped a year of record earnings for our company and reflects the focus on executing with excellence by our thousands of employees worldwide,” said Chairman and CEO

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Dave O’Reilly. “Upstream results in the quarter benefited from strong prices for crude oil and natural gas. Earnings in our downstream business improved significantly over last year’s quarter, as we continued to experience higher industry demand and improved margins for refined products worldwide.”

     O’Reilly added, “We achieved a strong 26 percent return on capital employed for the year, continuing to make significant strides compared with our major competitors in this important measure.” O’Reilly also noted the total return to the company’s stockholders during 2004, comprised of stock appreciation and the reinvestment of dividends, was over 25 percent, well above the S&P 500 benchmark return of 11 percent.

     “In upstream, we’re seeing major progress in achieving our strategic objectives to grow profitably in our core areas of operation and to build a global gas business that will commercialize our significant international gas resource base,” O’Reilly commented. He also remarked on a number of strategic milestones and operational successes in recent months for upstream and global gas:

     Angola

     Nigeria

     United Kingdom

     Venezuela

     North America

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     Kazakhstan/Russia

     In additional comments on results for the company’s downstream operations in 2004, O’Reilly said, “Earnings in 2004 for our downstream businesses reflected a strategic focus on our company’s geographic areas of market strength, especially the Asia-Pacific and the U.S. West Coast and Sunbelt regions.” O’Reilly said successes in recent months included:

     O’Reilly also remarked on the strength of the company’s cash flows during 2004 and the balance sheet at the end of the year. Asset sales in 2004, primarily upstream properties and downstream service station sites, resulted in cash proceeds of $3.7 billion. In combination with strong cash flows from operations, the company was able to reduce its debt balances by $1.3 billion and thus lower its debt ratio from 26 percent to 20 percent, repurchase $2.1 billion of the company’s common shares in the open market and contribute $1.6 billion to employee pension plans. The company also increased its quarterly dividend 10 percent – marking the 17^th consecutive year of higher dividend payouts to stockholders. At the end of the year, cash and marketable securities balances were $10.7 billion, up $5.4 billion from the end of 2003.

     In closing, O’Reilly said, “Our company’s 125^th anniversary in 2004 was marked with many successes, both operationally and strategically. We’ve built tremendous financial strength and have a solid foundation of future growth projects, as evidenced by our recently announced 2005 capital and exploratory budget of $10 billion. Considering both of these factors, I am very optimistic about our company’s ability to continue creating value for our stockholders.”

Additional Information Related to Upstream – Oil and Gas Prices and Production

     Average prices in the fourth quarter 2004 for both U.S. and international crude oil and natural gas liquids increased 40 percent from the year-ago period to about $38 per barrel. The average sales price for U.S. natural gas between the corresponding periods increased 39 percent to $6.05 per thousand cubic feet, while the international price of $2.90 was up 8 percent. Worldwide oil-equivalent production, including volumes produced from oil sands and production under an operating service agreement, declined about 9 percent from the 2003 fourth quarter. About one half of the decline was associated with properties that were

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sold. Most of the decline otherwise was associated with the shut-in production in the Gulf of Mexico following hurricanes in the third quarter of 2004, and the effect of higher prices on the calculation of cost-recovery volumes for certain production-sharing contracts. Excluding these factors, oil-equivalent production worldwide decreased about 1 percent from the fourth quarter of 2003.

Sales and Other Operating Revenues

     Sales and other operating revenues in the fourth quarter 2004, excluding those associated with discontinued operations, were nearly $42 billion, up 39 percent from the year-ago quarter. For the year, comparable sales and other operating revenues of $151 billion increased 26 percent from the corresponding period in 2003. The increase in both periods reflected higher sales prices worldwide for refined products, crude oil and natural gas.

EXPLORATION AND PRODUCTION

     U.S. Exploration and Production

     U.S. exploration and production income of $959 million in the fourth quarter increased $238 million from the 2003 period. Income in the 2004 quarter included special-item gains of $87 million related to the sale of nonstrategic assets, compared with net special charges of $15 million in the year-ago period. Earnings otherwise improved mainly on higher prices for crude oil and natural gas. Partially offsetting the benefit of higher prices between quarters were the effects of lower production and repair costs from Hurricane Ivan that occurred in September 2004.

     Net oil-equivalent production declined about 20 percent, or 175,000 barrels per day, from the 2003 quarter. The net liquids component of production was down 17 percent to 454,000 barrels per day. Net natural gas production averaged 1.6 billion cubic feet per day, down 23 percent. Excluding the lower production attributable to property sales and the effect of hurricanes, net oil-equivalent production otherwise declined about 7 percent. This decrease resulted mainly from normal field declines, which were only partially offset by new or increased production in certain fields. When adjusted for property sales and hurricanes, net liquids and net natural gas production declined 5 percent and 10 percent, respectively.

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     Damages from Hurricane Ivan are expected to restrict oil-equivalent production in the first quarter 2005 by approximately 35,000 barrels per day. Based on current projections, most of the remaining shut-in production will be restored in the second quarter of this year.

     International Exploration and Production

     International exploration and production income of $1.3 billion in the fourth quarter 2004 increased $420 million from the year-ago period, mainly the result of higher prices for crude oil and natural gas. Partially offsetting the benefit of higher prices were lower oil-equivalent production and higher exploration expenses. Special items and foreign currency effects were essentially offsetting in each of the comparative quarters.

     Net oil-equivalent production, including volumes produced from oil sands and production under an operating service agreement, declined 3 percent, or 49,000 barrels per day, from the year-ago period. The net liquids component declined 55,000 barrels per day to 1,338,000, while natural gas production increased 2 percent to 2.1 billion cubic feet per day.

     Excluding the lower production associated with property sales and reduced volumes connected with cost-recovery provisions of certain production sharing agreements, net oil-equivalent production increased nearly 2 percent. On this basis, liquids production was flat and natural gas production rose about 150 million cubic feet per day. Natural gas production was higher in a number of countries, including Australia, Denmark, Kazakhstan, Angola and Venezuela. Countries with lower production included the Philippines, Trinidad and Tobago, Indonesia, Colombia and Argentina.

REFINING, MARKETING AND TRANSPORTATION

     U.S. Refining, Marketing and Transportation

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     U.S. refining, marketing and transportation earnings of $372 million increased $295 million from the 2003 quarter. Earnings improved mainly as a result of higher margins for refined products, particularly on the West Coast. The 2003 quarter included a last-in, first-out (LIFO) inventory gain of $44 million. The LIFO amount in the fourth quarter 2004 was negligible.

     Sales volumes for refined products increased 2 percent to 1,458,000 barrels per day on higher gasoline sales. Branded gasoline sales volumes of 578,000 barrels per day increased 5 percent between quarters, partially reflecting the reintroduction of the Texaco brand in the Southeast.

     International Refining, Marketing and Transportation

     International refining, marketing and transportation earned $704 million in the 2004 quarter, an increase of $548 million from the year-ago period. The improvement resulted mainly from higher margins for refined products in most of the company’s operating areas and higher earnings from equity affiliates.

     The 2003 quarter had $49 million of higher foreign currency losses. LIFO inventory gains were $15 million and $33 million in the 2004 and 2003 quarters, respectively.

     Total refined-product sales volumes of 2,397,000 barrels per day were 2 percent higher than last year’s quarter, due mainly to increased diesel fuel sales and gasoline trading volumes.

CHEMICALS

     Chemical operations earned $75 million, up $72 million compared with the 2003 quarter. The improvement related mainly to results for the company’s 50 percent-owned Chevron Phillips Chemical Company LLC, which recorded higher margins for commodity chemicals and higher affiliate income than in the year-ago period.

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ALL OTHER

     All Other consists of the company’s interest in Dynegy, coal mining operations, power and gasification businesses, worldwide cash management and debt financing activities, corporate administrative functions, insurance operations, real estate activities and technology companies.

     Net income was $62 million in the fourth quarter 2004, a $132 million increase compared with the corresponding 2003 period. Excluding the effect of special items and foreign currency effects, segment results were $81 million higher in the 2004 quarter. The improvement between periods was associated with the company’s investment in Dynegy, including gains from redemption of certain Dynegy securities; higher interest income; and lower interest expense.

CAPITAL AND EXPLORATORY EXPENDITURES

     Capital and exploratory expenditures for the year 2004 were $8.3 billion, compared with $7.4 billion in 2003. The amounts included $1.6 billion and $1.1 billion for the company’s share of affiliate expenditures in 2004 and 2003, respectively.

     Upstream expenditures worldwide in 2004 were $6.3 billion, or about 75 percent of the company total. The international portion of upstream expenditures was $4.5 billion, or 54 percent of total outlays for the company.

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1/28/05

NOTICE

ChevronTexaco’s discussion of fourth quarter 2004 earnings with security analysts will take place on Friday, January 28, 2005, at 8:00 a.m. PST. A Webcast of the meeting will be available in a listen-only mode to individual investors, media and other interested parties on ChevronTexaco’s Web site at www.chevrontexaco.com under the “Investors” heading. Additional financial and operating information is contained in the Investor Relations Earnings Supplement that is available under “Financial Reports” on the Web site.

ChevronTexaco will post selected first quarter 2005 interim company and industry performance data on its Web site on Wednesday, March 30, 2005, at 2:00 p.m. PST. Interested parties may view this interim data at www.chevrontexaco.com under the “Investors” heading.

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CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This press release of ChevronTexaco Corporation contains forward-looking statements relating to ChevronTexaco’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “estimates” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this earnings release. Unless legally required, ChevronTexaco undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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CHEVRONTEXACO CORPORATION — FINANCIAL REVIEW
(Millions of Dollars, Except Per-Share Amounts)

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CHEVRONTEXACO CORPORATION — FINANCIAL REVIEW
(Millions of Dollars)

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CHEVRONTEXACO CORPORATION - FINANCIAL REVIEW