===============================================================================
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 22, 1996
____________________________
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)
===============================================================================
Item 5. Other Events
- --------------------
1. On January 22, 1996, the Registrant issued an Earnings Press Release
entitled "Texaco Reports Results for The Fourth Quarter and Year 1995,"
a copy of which is attached hereto as Exhibit 99.1 and made a part hereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- --------------------------------------------------------------------------
(c) Exhibits
99.1 Press Release issued by Texaco Inc. dated January 22, 1996, entitled
"Texaco Reports Results for The Fourth Quarter and Year 1995."
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, 1996
APPENDIX
Description of graphic material included in Exhibit 99.1.
The following information is depicted in graphic form in a Press Release issued
by Texaco Inc. dated January 22, 1996, entitled "Texaco Reports Results for the
Fourth Quarter and Year 1995" filed as Exhibit 99.1 to this Form 8-K:
1. The first graph is located within the eighth paragraph of Exhibit 99.1.
Graph is entitled "Texaco Average U.S. Crude Price Per Quarter" and is
shown in dollars per barrel by quarter for the years 1994 and 1995. The
Y axis depicts dollars per barrel from $10.00 to $18.00 with $2.00
increments. The X axis depicts the calendar quarters for the years 1994
and 1995. The plot points are as follows:
First Quarter 1994 - $11.02 per barrel
Second Quarter 1994 - $13.45 per barrel
Third Quarter 1994 - $14.82 per barrel
Fourth Quarter 1994 - $14.45 per barrel
First Quarter 1995 - $14.85 per barrel
Second Quarter 1995 - $15.85 per barrel
Third Quarter 1995 - $14.88 per barrel
Fourth Quarter 1995 - $14.89 per barrel
The following summary information is also depicted at the bottom of the graph:
Year 1994 - $13.43 per barrel
Year 1995 - $15.10 per barrel
2. The second graph is located within the tenth paragraph of Exhibit 99.1.
Graph is entitled "Texaco Average U.S. Natural Gas Price Per Quarter" and
is shown in dollars per MCF by quarter for the years 1994 and 1995. The Y
axis depicts dollars per MCF from $0.00 to $3.00 with $.50 increments.
The X axis depicts the calendar quarters for the years 1994 and 1995. The
plot points are as follows:
First Quarter 1994 - $2.32 per MCF
Second Quarter 1994 - $2.02 per MCF
Third Quarter 1994 - $1.84 per MCF
Fourth Quarter 1994 - $1.80 per MCF
First Quarter 1995 - $1.68 per MCF
Second Quarter 1995 - $1.70 per MCF
Third Quarter 1995 - $1.56 per MCF
Fourth Quarter 1995 - $1.94 per MCF
The following summary information is also depicted at the bottom of the graph:
Year 1994 - $1.99 per MCF
Year 1995 - $1.72 per MCF
3. The third graph is located within the fifteenth paragraph of Exhibit 99.1.
Graph is entitled "Texaco Average Int'l. U.S. Crude Price Per Quarter" and
is shown in dollars per barrel by quarter for the years 1994 and 1995.
The Y axis depicts dollars per barrel from $10.00 to $18.00 with $2.00
increments. The X axis depicts the calendar quarters for the years 1994
and 1995. The plot points are as follows:
First Quarter 1994 - $13.12 per barrel
Second Quarter 1994 - $14.57 per barrel
Third Quarter 1994 - $16.02 per barrel
Fourth Quarter 1994 - $15.58 per barrel
First Quarter 1995 - $16.38 per barrel
Second Quarter 1995 - $17.30 per barrel
Third Quarter 1995 - $15.45 per barrel
Fourth Quarter 1995 - $16.18 per barrel
The following summary information is also depicted at the bottom of the graph:
Year 1994 - $14.88 per barrel
Year 1995 - $16.29 per barrel
FDeb:bbm
(8Kjan22)
EXHIBIT 99.1
TEXACO REPORTS RESULTS
----------------------
FOR THE FOURTH QUARTER AND YEAR 1995
------------------------------------
FOR IMMEDIATE RELEASE: MONDAY, JANUARY 22, 1996.
- ------------------------------------------------
WHITE PLAINS, N.Y., Jan. 22 - Texaco announced today that net income
before special items for the fourth quarter of 1995 was $367 million, up
$79 million, or 27 percent, from comparable fourth quarter 1994 net income
of $288 million. For the year 1995, net income before special items was
$1,152 million as compared with $915 million for the year 1994.
In commenting on the fourth quarter 1995 results, Alfred C. DeCrane,
Jr., Texaco's Chairman of the Board and Chief Executive Officer stated,
"The improved earnings before special items confirm continued solid
progress on our plan for growth. Both fourth quarter and full year
performance reflect operational improvements, significant expense and cost
reduction, strong margins in Latin America and higher worldwide crude oil
prices. Partly offsetting these benefits were lower U.S. natural gas
prices, except late in the fourth quarter, and poor refining margins in
the U.S. and the United Kingdom throughout the year. The adoption of a
new financial accounting standard resulted in charges which masked much of
this progress in our total reported net income."
Total reported results for the fourth quarter of 1995, which included
a $639 million non-cash charge relating to the adoption of a new
accounting standard, was a loss of $251 million, or $1.02 per share.
Comparable results for the fourth quarter of 1994 was net income of $399
million, or $1.49 per share. For the year 1995, total reported net income
was $607 million, or $2.10 per share, as compared with $910 million, or
$3.17 per share, for the year 1994.
- more -
- 2 -
Fourth Quarter Year
-------------- ------------
Texaco Inc. (Millions): 1995 1994 1995 1994
_______________________________________________________________________
Net income before special items $ 367 $ 288 $1,152 $ 915
----- ----- ------ -----
Adoption of new accounting standard
Write-downs of assets (639) - (639) -
Gains on major asset sales - - 232 23
Tax benefits on asset sales 21 102 65 189
Employee separation costs - - (56) (89)
Other - (9) (26) (59)
----- ----- ------ -----
(618) 93 (424) 64
Discontinued chemical operations - 18 - (69)
Adoption of new accounting standard
Cumulative effect of
accounting change - - (121) -
----- ----- ------ -----
(618) 111 (545) (5)
----- ----- ------ -----
Total reported net income (loss) $(251) $ 399 $ 607 $ 910
===== ===== ====== =====
_______________________________________________________________________
In the fourth quarter of 1995, Texaco adopted Statement of Financial
Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of." The
application of this standard resulted in a non-cash charge of $639 million
against fourth quarter 1995 earnings and a restatement of reported
earnings for the first three quarters of 1995 for assets "to be disposed
of." Write-downs of non-core producing properties, being held for sale at
January 1, 1995, were reclassified on the income statement as a cumulative
effect of an accounting change. These write-downs previously had been
included with the overall gains reported for U.S. producing property
sales, which were in Texaco's operating earnings for the first quarter of
1995.
The fourth quarter of 1995 also included benefits of $75 million for
insurance recoveries which were offset by charges to establish financial
reserves for associated environmental remediation and other matters.
Details on other special items are included in the following analysis
of functional earnings.
- more -
- 3 -
ANALYSIS OF FUNCTIONAL NET INCOME (LOSS):
OPERATING EARNINGS (LOSSES) FROM CONTINUING OPERATIONS
PETROLEUM AND NATURAL GAS
UNITED STATES
Fourth Quarter Year
--------------- ----------------
Exploration & Production
(Millions): 1995 1994 1995 1994
_________________________________________________________________________
Operating earnings before
special items $ 191 $ 115 $ 674 $ 438
Special items (493) - (381) (24)
------- ------ ------ ------
Total operating
earnings (losses) $ (302) $ 115 $ 293 $ 414
_________________________________________________________________________
The substantial improvements in comparative results before special
items for the fourth quarter and year 1995 reflect the benefits of reduced
overhead and lower operating expenses in core producing properties, along
with expense reductions associated with the sales of non-core producing
properties. Also, the increased application of new technologies enhanced
operating performance.
Higher crude oil prices in 1995 of $.44 per barrel for the fourth
quarter and $1.67 per barrel for the year contributed to net income
improvements. The 1995 prices for heavy California crudes, approximately
35 percent of Texaco's U.S. production, were especially strong.
Crude oil and natural gas production from core properties in 1995
essentially equaled the prior year levels, despite production
interruptions in the Gulf of Mexico caused by Hurricane Opal in October.
- more -
- 4 -
Results for the year were reduced by significantly lower natural gas
prices which, despite some improvement in the fourth quarter, averaged
$.27 per MCF lower than last year.
Total operating results for both 1995 and 1994 included special
items. The year 1995 included fourth quarter charges for the write-down
of assets associated with the adoption of SFAS 121 of $493 million, and a
restated first quarter gain of $125 million from the sale of non-core
producing properties which was partly offset by reserves for environmental
remediation on these properties of $13 million. Charges for 1994 related
to employee separations.
Fourth Quarter Year
--------------- ----------------
Manufacturing, Marketing &
Distribution (Millions): 1995 1994 1995 1994
_________________________________________________________________________
Operating earnings before
special items $ 60 $ 72 $ 141 $ 281
Special items (9) - (20) (24)
------ ------ ------ ------
Total operating earnings $ 51 $ 72 $ 121 $ 257
__________________________________________________________________________
Earnings for both the fourth quarter and year 1995 were affected
adversely by depressed refining and marketing margins on the East and Gulf
coasts. Margins were down due to lower light/heavy crude oil
differentials, which severely reduced the benefits of refinery upgrading
units, as well as from an oversupply of products in the marketplace. On
the West Coast, refining margins were poor for most of 1995, though there
was some improvement in the fourth quarter. Storm-related downtime and
scheduled maintenance at the East and Gulf coast refineries also hurt
comparative annual results.
Total operating earnings for both 1995 and 1994 included special
items. Results for 1995 included a charge of $9 million in the fourth
quarter for the write-down of assets associated with the adoption of SFAS
121. Also included in 1995 results was a third quarter charge of $11
million relating to employee separations. Results for 1994 included
charges related to asset write-downs and employee separations.
- more -
- 5 -
INTERNATIONAL
Fourth Quarter Year
-------------- ----------------
Exploration & Production
(Millions): 1995 1994 1995 1994
___________________________________________________________________________
Operating earnings before
special items $ 90 $ 107 $ 343 $ 269
Special items (3) - (3) (16)
----- ----- ----- -----
Total operating earnings $ 87 $ 107 $ 340 $ 253
____________________________________________________________________________
Results for this year's fourth quarter decreased as expanded
production in the Partitioned Neutral Zone and in China, and higher crude
oil prices were more than offset by higher exploratory expenses and lower
crude oil and gas production in the North Sea due to the natural decline
of maturing fields and temporary operating interruptions for planned well
work. Fourth quarter 1995 results included a favorable tax settlement of
$12 million in the United Kingdom, while fourth quarter 1994 earnings
included a $10 million gain on the sale of an interest in a field in the
U.K. North Sea. For the year 1995, higher production combined with
higher average crude oil prices of $1.41 per barrel substantially
increased results over 1994 levels.
Total operating earnings for both 1995 and 1994 included special
items. Charges in 1995 of $3 million related to the write-down of assets
associated with the adoption of SFAS 121. The year 1994 included charges
related to asset write-downs and employee separations.
Fourth Quarter Year
--------------- -----------------
Manufacturing, Marketing &
Distribution (Millions): 1995 1994 1995 1994
__________________________________________________________________________
Operating earnings before
special items $ 117 $ 108 $ 358 $ 375
Special items (31) - 7 (15)
----- ----- ----- -----
Total operating earnings $ 86 $ 108 $ 365 $ 360
__________________________________________________________________________
- more -
- 6 -
Fourth quarter 1995 results included higher earnings in Latin
America, reflecting volume and margin improvements, while earnings in the
United Kingdom and in Japan were depressed. The fourth quarter 1995 also
included inventory valuation benefits of $15 million and favorable foreign
tax effects of $13 million in the Caltex operating areas. In the fourth
quarter of 1994 inventory valuation benefits for the Caltex operating
areas of $20 million where partly offset by lower earnings due to downtime
caused by fires at the Pembroke, Wales, and Panama refineries. For the
year 1995, earnings declined due to poor refining margins in the U.K.
However, these declines were mainly offset by higher margins and sales
volumes in Latin America.
Total operating earnings for both 1995 and 1994 included special
items. Results for the fourth quarter of 1995 included charges of $31
million for the write-down of assets associated with the adoption of SFAS
121. Results for the year 1995 also included a first quarter net gain of
$80 million, principally related to the sale of land by a Caltex affiliate
in Japan, and charges of $42 million in the third quarter related to
employee separations in subsidiary operations and restructuring in certain
Caltex operations. The year 1994 included charges of $38 million related
to employee separations and to the write-down of assets, partly offset by
a gain of $23 million related to the sale of an interest in a downstream
joint venture in Sweden.
NONPETROLEUM
Fourth Quarter Year
--------------- -----------------
(Millions): 1995 1994 1995 1994
_________________________________________________________________________
Operating earnings (losses)
before special items $ 12 $ 10 $ 32 $ (3)
Special items (87) (9) (60) (29)
Total operating ----- ----- ----- -----
earnings (losses) $ (75) $ 1 $ (28) $ (32)
__________________________________________________________________________
Higher earnings in 1995 before special items are mainly due to the
improved loss experience of insurance operations.
Total operating earnings (losses) for both 1995 and 1994 included
special items. The 1995 results included a fourth quarter charge of $87
million for 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. Results for 1994 included charges of
$29 million in the insurance operations related to property damage from
the fires occurring at the Pembroke, Wales, refinery in the third quarter
and the Panama refinery in the fourth quarter.
- 7 -
CORPORATE/NONOPERATING RESULTS FROM CONTINUING OPERATIONS
Fourth Quarter Year
--------------- ----------------
(Millions): 1995 1994 1995 1994
__________________________________________________________________________
Results before
special items $ (103) $ (124) $ (396) $ (445)
Special items 5 102 33 172
Total corporate/ ------ ------ ------ ------
nonoperating $ (98) $ (22) $ (363) $ (273)
__________________________________________________________________________
The fourth quarter and year 1995 results before special items
improved primarily due to higher interest income, reduced overhead
expenses and lower interest expense. Results for the year 1995 also
included first quarter gains of $25 million, principally from sales of
equity securities held for investment by the insurance operations.
Results for both 1995 and 1994 included special items. Results for
the fourth quarter and year 1995 included $21 million and $65 million,
respectively, of tax benefits realizable through sales of interests in a
subsidiary. Similar benefits of $102 million and $189 million were
recognized for the fourth quarter and year of 1994, respectively. The
fourth quarter of 1995 also included charges of $16 million for the write-
down of assets associated with the adoption of SFAS 121. The year 1995
and 1994 included charges of $16 million and $17 million, respectively,
for employee separations.
CAPITAL AND EXPLORATORY EXPENDITURES
- ------------------------------------
Capital and exploratory expenditures for continuing operations,
including equity in such expenditures by affiliates, were $3,128 million
for the year 1995 as compared to $2,741 million for 1994. For the fourth
quarter, expenditures amounted to $1,084 million in 1995 as compared to
$953 million for 1994. These increases reflect Texaco's plan to reinvest
proceeds from sales of non-core assets into core businesses both in the
United States and internationally.
Driving the increases in 1995 were higher worldwide exploration and
production expenditures, including Captain Field development work in the
U.K. sector of the North Sea, as well as higher second half onshore and
offshore investment in the United States. Worldwide downstream
expenditures also increased during the year with higher retail marketing
and pipeline investments partially offset by lower refinery expenditures
as a result of upgrade project completions principally in the Far East.
- xxx -
CONTACTS: David J. Dickson 914-253-4128
J. Michael Trevino 914-253-4175
James J. Swords 914-253-4156
Cynthia B. Michener 914-253-4743
Yorick P. Fonseca 914-253-7034
NOTE TO EDITORS: Tables for the fourth quarter and year are attached.
Also, attached is a table which includes restated functional net income
for the first three quarters of 1995 for the adoption of SFAS 121.
- 8 -
Fourth Quarter Year
1995 1994 1995 (a) 1994
FUNCTIONAL NET INCOME
- ---------------------
(LOSS) ($000,000)
-----------------
Operating earnings (losses) from
continuing operations (b)
Petroleum and natural gas
Exploration and production
United States $ (302) $ 115 $ 293 $ 414
International 87 107 340 253
------ ------ ------ ------
Total (215) 222 633 667
------ ------ ------ ------
Manufacturing, marketing and
distribution
United States 51 72 121 257
International 86 108 365 360
------ ------ ------ ------
Total 137 180 486 617
------ ------ ------ ------
Total petroleum
and natural gas (78) 402 1,119 1,284
Nonpetroleum (75) 1 (28) (32)
Total operating ------ ------ ------ ------
earnings (losses) (153) 403 1,091 1,252
Corporate/Nonoperating (b) (98) (22) (363) (273)
------ ------ ------ ------
Net income (loss) from
continuing operations (251) 381 728 979
Gain (loss) on disposal of
discontinued chemical
operations - 18 - (69)
Cumulative effect of adoption
of SFAS 121 - - (121) -
------ ------ ------ ------
Total net income (loss) $ (251) $ 399 $ 607 $ 910
====== ====== ====== ======
EARNINGS (LOSS) PER COMMON SHARE
- --------------------------------
Net income (loss) in dollars:
Continuing operations $(1.02) $ 1.42 $ 2.57 $ 3.43
Discontinued operations - .07 - (.26)
Cumulative effect of
accounting change - - (.47) -
------ ------ ------ ------
Total net
income (loss) $(1.02) $ 1.49 $ 2.10 $ 3.17
====== ====== ====== ======
Average number of common shares
outstanding (000,000) 260.3 257.7 260.0 258.8
(a) Previously reported results for the first nine months of 1995 have
been restated for the adoption of SFAS 121.
(b) Includes special items.
- 9 -
Fourth Quarter Year
---------------- ---------------
1995 1994 1995 1994
---- ---- ---- ----
OTHER FINANCIAL
- ---------------
DATA ($000,000)
---------------
Revenues from continuing
operations $ 9,652 $ 8,959 $36,792 $33,353
Total assets as of
December 31 (c) $25,000 $25,505
Stockholders' equity as
of December 31 (c) $ 9,500 $ 9,749
Total debt as of December 31 (c) $ 6,200 $ 6,481
Capital and exploratory
expenditures
Texaco Inc.
and subsidiary companies
Exploration and production
United States $ 281 $ 191 $ 900 $ 789
International 274 269 918 645
------- ------- ------- -------
Total 555 460 1,818 1,434
------- ------- ------- -------
Manufacturing, marketing and
distribution
United States 137 105 305 271
International 130 111 317 292
------- ------- ------- -------
Total 267 216 622 563
------- ------- ------- -------
Other 32 17 50 37
------- ------- ------- -------
Total Texaco Inc. and
subsidiaries 854 693 2,490 2,034
------- ------- ------- -------
Equity in affiliates
United States 56 60 153 156
International 174 200 485 551
------- ------- ------- -------
Total equity in
affiliates 230 260 638 707
Total continuing
operations 1,084 953 3,128 2,741
------- ------- ------- -------
Discontinued chemical
operations - 1 2 22
------- ------- ------- -------
Total $ 1,084 $ 954 $ 3,130 $ 2,763
======= ======= ======= =======
Dividends paid to common
stockholders $ 208 $ 208 $ 832 $ 830
Dividends per common
share (dollars) $ .80 $ .80 $ 3.20 $ 3.20
Dividend requirements for
preferred stockholders $ 14 $ 15 $ 60 $ 91
(c) Preliminary
- 10 -
Fourth Quarter Year
---------------- ---------------
1995 1994 1995 1994
---- ---- ---- ----
OPERATING DATA - INCLUDING
- --------------------------
INTERESTS IN AFFILIATES
-----------------------
Net production of crude oil
and natural gas liquids
(000 BPD)
United States 382 404 381 407
Other Western
Hemisphere 12 20 15 20
Europe 113 135 116 120
Other Eastern
Hemisphere 268 241 250 236
----- ----- ----- -----
Total 775 800 762 783
Net production of natural
gas - available for
sale (000 MCFPD)
United States 1,592 1,680 1,619 1,716
Europe 183 209 203 164
Other International 170 162 170 155
----- ----- ----- -----
Total 1,945 2,051 1,992 2,035
Natural gas sales (000 MCFPD)
United States 3,124 3,120 3,153 3,092
Europe 259 216 255 171
Other International 180 172 180 166
----- ----- ----- -----
Total 3,563 3,508 3,588 3,429
Natural gas liquids sales
(including purchased LPGs)
(000 BPD)
United States 222 241 216 218
International 81 81 80 73
----- ----- ----- -----
Total 303 322 296 291
Refinery input (000 BPD)
United States 697 707 693 673
Other Western
Hemisphere 66 18 43 40
Europe 347 303 300 285
Other Eastern
Hemisphere 453 454 445 455
----- ----- ----- -----
Total 1,563 1,482 1,481 1,453
Refined product sales (000 BPD)
United States 992 903 934 882
Other Western
Hemisphere 362 322 346 312
Europe 531 455 473 447
Other Eastern
Hemisphere 786 734 748 711
----- ----- ----- -----
Total 2,671 2,414 2,501 2,352
- 11 -
Nine Months 1995 Restated by Quarter for SFAS 121
- -------------------------------------------------
FUNCTIONAL NET INCOME (LOSS) ($000,000)
- ---------------------------------------
1995
-------------------------------------------------------
1st 2nd 3rd 4th Year
--- --- --- --- ----
Operating earnings (losses)
from continuing
operations(d)
Petroleum and natural gas
Exploration and production
United States $ 256 $ 177 $ 162 $ (302) $ 293
International 83 83 87 87 340
------ ------ ------ ------ -------
Total 339 260 249 (215) 633
------ ------ ------ ------ -------
Manufacturing, marketing
and distribution
United States (19) 30 59 51 121
International 184 79 16 86 365
------ ------ ------ ------ -------
Total 165 109 75 137 486
------ ------ ------ ------ -------
Total petroleum
and natural gas 504 369 324 (78) 1,119
Nonpetroleum 4 7 36 (75) (28)
------ ------ ------ ------ -------
Total operating
earnings (losses) 508 376 360 (153) 1,091
Corporate/
Nonoperating(d) (90) (105) (70) (98) (363)
------ ------ ------ ------ -------
Net income (loss) from
continuing operations 418 271 290 (251) 728
Cumulative effect of adoption
of SFAS 121 as of
January 1, 1995 (121) - - - (121)
------ ------ ------ ------ -------
Total net
income (loss) $ 297 $ 271 $ 290 $ (251) $ 607
====== ====== ====== ====== =======
EARNINGS (LOSS) PER
- -------------------
COMMON SHARE (dollars)
---------------------
Net income (loss) before
cumulative effect of
accounting change $ 1.55 $ .99 $ 1.06 $(1.02) $ 2.57
Cumulative effect of
accounting change (.47) - - - (.47)
Total net
------ ------ ------ ------ -------
income (loss) $ 1.08 $ .99 $ 1.06 $(1.02) $ 2.10
====== ====== ====== ====== =======
d) Includes special items.
