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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1994 Commission file number 1-27
Texaco Inc.
(Exact name of the registrant as specified in its charter)
Delaware 74-1383447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Westchester Avenue
White Plains, New York 10650
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 253-4000
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Texaco Inc. (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
As of April 29, 1994, there were outstanding 259,190,896 shares of Texaco
Inc. Common Stock - par value $6.25.
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PART I - FINANCIAL INFORMATION
TEXACO INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
--------------------------------------------------
(Millions of dollars, except per share amounts)
(Unaudited)
--------------------
For the three months
ended March 31,
--------------------
1994 1993 (a)
---- ----
REVENUES
Sales and services $7,232 $8,061
Equity in income of affiliates, income from
dividends, interest, asset sales and other 202 172
------ ------
7,434 8,233
------ ------
DEDUCTIONS
Purchases and other costs 5,183 5,957
Operating expenses 731 708
Selling, general and administrative expenses 391 402
Maintenance and repairs 90 98
Exploratory expenses 66 55
Depreciation, depletion and amortization 408 375
Interest expense 122 110
Taxes other than income taxes 125 139
Minority interest 11 4
------ ------
7,127 7,848
------ ------
Income from continuing operations
before income taxes 307 385
Provision for income taxes 105 104
------ ------
Net income from continuing operations 202 281
Discontinued operations - net loss from operations - (3)
------ ------
NET INCOME $ 202 $ 278
====== ======
Preferred stock dividend requirements $ 24 $ 27
------ ------
Net income available for common stock $ 178 $ 251
Per common share (dollars)
Net income (loss)
Continuing operations $ .69 $ .98
Discontinued operations - (.01)
------ ------
Net income $ .69 $ .97
====== ======
Cash dividends paid $ .80 $ .80
Average number of common shares
outstanding (thousands) 259,185 258,797
<FN>
(a) Results for 1993 have been reclassified to separately identify discontinued
operations (See Note 1).
See accompanying notes to consolidated financial statements.
- 1 -
TEXACO INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1994 AND DECEMBER 31, 1993
------------------------------------------
(Millions of dollars)
March 31, December 31,
1994 1993
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(Unaudited)
-----------
ASSETS
Current Assets
Cash and cash equivalents $ 403 $ 488
Short-term investments - at fair value 55 48
Accounts and notes receivable, less allowance for doubtful
accounts of $28 million in 1994 and 1993 3,215 3,529
Inventories 1,297 1,298
Net assets of discontinued operations (see Note 1) 1,185 1,180
Deferred income taxes and other current assets 305 322
------- -------
Total current assets 6,460 6,865
Investments and Advances 5,058 4,984
Properties, Plant and Equipment - at cost 33,291 33,149
Less - Accumulated depreciation, depletion and amortization 19,119 18,978
------- -------
Net properties, plant and equipment 14,172 14,171
Deferred Charges 653 606
------- -------
Total $26,343 $26,626
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable, commercial paper and
current portion of long-term debt $ 737 $ 669
Accounts payable and accrued liabilities 2,923 3,324
Estimated income and other taxes 878 763
------- -------
Total current liabilities 4,538 4,756
Long-Term Debt and Capital Lease Obligations 6,259 6,157
Deferred Income Taxes 1,115 1,162
Employee Retirement Benefits 1,107 1,104
Deferred Credits and Other Noncurrent Liabilities 2,452 2,636
Minority Interest in Subsidiary Companies 535 532
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Total 16,006 16,347
Stockholders' Equity
Variable Rate Cumulative Preferred Stock 648 648
Market Auction Preferred Shares 300 300
ESOP Convertible Preferred Stock 528 536
Unearned employee compensation (333) (337)
Common stock - par value $6.25:
Shares authorized - 350,000,000
Shares issued - 274,293,417 in 1994 and 1993,
including treasury stock 1,714 1,714
Paid-in capital in excess of par value 653 655
Retained earnings 7,447 7,463
Currency translation adjustment 72 18
Unrealized net gain on investments 75 58
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11,104 11,055
Less - Common stock held in treasury, at cost -
15,075,819 shares in 1994 and
15,273,372 shares in 1993 767 776
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Total stockholders' equity 10,337 10,279
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Total $26,343 $26,626
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See accompanying notes to consolidated financial statements.
-2-
TEXACO INC. AND SUBSIDIARY COMPANIES
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
--------------------------------------------------
(Millions of dollars)
(Unaudited)
--------------------
For the three months
ended March 31,
--------------------
1994 1993
---- ----
OPERATING ACTIVITIES
Net income $ 202 $ 278
Reconciliation to net cash provided by (used in)
operating activities
Depreciation, depletion and amortization 408 395
Deferred income taxes 31 24
Exploratory expenses 66 55
Minority interest in net income 11 4
Dividends from affiliates, less than equity
in income (45) (63)
Changes in operating working capital (145) (221)
Other - net (65) 91
---- ----
Net cash provided by operating activities 463 563
INVESTING ACTIVITIES
Capital and exploratory expenditures (545) (416)
Proceeds from sales of assets 43 70
Purchases of investment instruments (295) (351)
Sales of investment instruments 315 400
Other - net 3 (28)
---- ----
Net cash used in investing activities (479) (325)
FINANCING ACTIVITIES
Borrowings having original terms in excess
of three months
Proceeds 9 488
Repayments (21) (233)
Net increase (decrease) in other borrowings 172 (180)
Dividends paid to the company's stockholders
Common (207) (207)
Preferred (14) (16)
Dividends paid to minority shareholders (8) (1)
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Net cash used in financing activities (69) (149)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS - (3)
---- ----
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (85) 86
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 488 461
---- ----
CASH AND CASH EQUIVALENTS AT END OF PERIOD $403 $547
==== ====
See accompanying notes to consolidated financial statements.
-3-
TEXACO INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Note 1. Discontinued Operations
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In 1993, Texaco Inc. announced that it had entered into memorandums of under-
standing to sell Texaco Chemical Company, a wholly owned subsidiary, and
substantially all of its worldwide chemical operations to Huntsman Corporation,
an affiliate of the Jon M. Huntsman Group of Companies.
On April 21, 1994, Texaco Inc. received $850 million as part of the sale of
Texaco Chemical Company, consisting of $650 million in cash and $200 million
in an 11-year subordinated note. Not included as part of this transaction is
Texaco's worldwide lubricant additives business, which Texaco is working in
cooperation with Huntsman Financial Corporation to sell to a third party. In
the absence of such a third party sale, Huntsman Financial Corporation will
acquire Texaco's lubricant additive business by September 30, 1994. Texaco
also granted to Huntsman Corporation, for an additional $10 million in cash,
a two-year option to purchase either 50 percent or 100 percent of a Texaco
facility currently under construction in Port Neches, Texas, which will
produce 400 million pounds per year of propylene oxide and 14,000 barrels per
day of methyl tertiary butyl ether (MTBE).
The results for chemical operations have been classified as discontinued
operations for all periods presented in the Statement of Consolidated Income.
The assets and liabilities of discontinued operations have been classified
in the Consolidated Balance Sheet as "net assets of discontinued operations"
for all periods presented. Discontinued operations have not been segregated
in the Condensed Statement of Consolidated Cash Flows for the prior period;
therefore, amounts for certain captions will not agree with the Statement of
Consolidated Income. Additional selected financial data are summarized
as follows:
(Unaudited)
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For the three months
ended March 31,
----------------------------------------------
1994 1993
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(Millions of dollars, except per share amounts)
Discontinued Chemical Operations
- --------------------------------
Revenues $ 268 $ 286
====== ======
Loss from operations before income taxes - $ (6)
Benefit from income taxes - 3
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Net loss from operations - $ (3)
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Per common share (dollars)
Net loss from operations - $ (.01)
====== ======
- 4 -
Note 2. Inventories
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The inventories of Texaco Inc. and consolidated subsidiary companies were
as follows:
As of
--------------------------
March 31, December 31,
1994 1993
---- ----
(Unaudited)
(Millions of dollars)
Crude oil $ 309 $ 304
Petroleum products 724 726
Other merchandise 54 52
Materials and supplies 210 216
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Total $1,297 $1,298
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Inventories of discontinued operations at March 31, 1994 and December 31, 1993
have been included as part of net assets of discontinued operations.
Note 3. Contingent Liabilities
- ------------------------------
Information relative to commitments and contingent liabilities of Texaco Inc.
and subsidiary companies is presented in Notes 17 and 18, beginning on page
52, of Texaco Inc.'s 1993 Annual Report to Stockholders. In addition, with
regard to the Louisiana royalties suit, information relative to the settlement
of these royalties issues is presented in Note 19 on page 53 of Texaco Inc.'s
1993 Annual Report to Stockholders and in Item 3, page 39, of Texaco Inc.'s
1993 Annual Report on Form 10-K.
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In the company's opinion, while it is impossible to ascertain the ultimate
legal and financial liability with respect to the above-mentioned and other
contingent liabilities and commitments, including lawsuits, claims, guarantees,
taxes and regulations, the aggregate amount of such liability in excess of
financial reserves, together with deposits and prepayments made against
disputed tax claims, is not anticipated to be materially important in relation
to the consolidated financial position or results of operations of Texaco Inc.
and its subsidiaries.
- 5 -
Note 4. Caltex Group of Companies
- ---------------------------------
Summarized unaudited financial information for the Caltex group of companies,
owned 50% by Texaco and 50% by Chevron Corporation, is presented below:
For the three months
ended March 31,
--------------------
1994 1993
---- ----
(Millions of dollars)
Gross revenues $3,368 $3,973
Income before income taxes $ 295 $ 322
Net income $ 178 $ 185
Effective January 1, 1994, the Caltex group adopted Statement of Financial
Accounting Standards (SFAS) No. 115 "Accounting for Certain Investments in
Debt and Equity Securities". SFAS No. 115 requires that certain investments
be classified into three categories and be accounted for at fair value unless
being held to maturity. Adoption of SFAS No. 115 had no effect on reported
income but resulted in an increase in Caltex's stockholders' equity of $80
million, after related income taxes, at March 31, 1994, primarily as a result
of unrealized holding gains on investments classified as available-for-sale
by certain affiliates.
* * * * * * * * * * *
In the determination of preliminary and unaudited financial statements for
the three-month periods ended March 31, 1994 and 1993, Texaco's accounting
policies have been applied on a basis consistent with the application of such
policies in Texaco's financial statements issued in its 1993 Annual Report to
Stockholders. In the opinion of Texaco, all adjustments and disclosures
necessary to present fairly the results of operations for such periods have
been made. These adjustments include normal recurring adjustments. The
information is subject to year-end audit by independent public accountants.
Texaco makes no forecasts or representations with respect to the level of net
income for the year 1994.
- 6 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
Consolidated worldwide net income for Texaco Inc. and subsidiary companies for
the first quarter of 1994 was $202 million, or $.69 per share, as compared
with $278 million, or $.97 per share for the first quarter of 1993. Results
for the first quarter of 1993 include a charge of $3 million, or $.01 per
share, for the discontinued chemical operations.
Texaco's operational performance for the first quarter of 1994 was negatively
impacted by significantly reduced crude oil prices which prevailed throughout
the quarter. In the U.S., crude oil prices were more than $4 per barrel below
first quarter 1993 prices and internationally, prices were more than $3 per
barrel lower than the first quarter 1993. Downstream operations experienced
strong operational performance, particularly in the U.S. on the East and Gulf
coasts. Results also benefitted from higher natural gas prices in the U.S.,
which were $.33 per thousand cubic feet higher than in the first quarter 1993,
increased international crude oil production levels, and the company's
continued initiative to improve business processes and contain costs.
OPERATING EARNINGS
PETROLEUM AND NATURAL GAS
UNITED STATES
Exploration and production earnings for the first quarter of 1994 were $75
million as compared to $133 million for the first quarter 1993. The results
for 1994 reflect crude oil prices that declined sharply since last summer.
Crude oil prices realized in the first quarter 1994 were $4.44 per barrel
lower than in the first quarter of 1993. However, upstream earnings
benefitted somewhat from an increase in natural gas prices over the first
quarter of last year. U.S. production for the 1994 quarter decreased, in part,
as a result of sales and joint venturing of selected gas properties in
late 1993.
Manufacturing and marketing results were $78 million for the first quarter of
1994, as compared to $49 million for the first quarter of 1993. Earnings for
1994 benefitted from higher margins, mainly on the East and Gulf Coasts, as a
result of lower refinery feedstock costs. Partially offsetting the improved
margins was scheduled maintenance in 1994, principally at the Puget Sound
refinery in Washington State. Sales of branded gasoline showed a strong
increase in March of 1994, reflecting the successful introduction of Texaco's
New CleanSystem3 gasoline throughout the United States.
INTERNATIONAL
Exploration and production earnings were $45 million for the first quarter of
1994, as compared to $79 million for the first quarter of 1993. The decline in
the comparative first quarter results is due to the substantial drop in crude
oil prices, partly offset by enhanced and new production. Production was up 28
percent mainly as a result of increases in the U.K. and Danish sectors of the
North Sea, as well as in Indonesia and in the Partitioned Neutral Zone between
Kuwait and Saudi Arabia.
Manufacturing and marketing results were $125 million for the first quarter
of 1994, as compared to $122 million for the first quarter of 1993. Increased
sales in Latin America benefitted the comparative first quarter earnings, as
did slightly higher margins in Brazil. Higher margins in the United Kingdom
were offset by lower margins in the remainder of Europe and in West Africa.
- 7 -
CORPORATE/NONOPERATING
Corporate/nonoperating charges for the first quarter of 1994 were $120
million, as compared to charges of $99 million for the first quarter of
1993. This increase was mainly due to higher after-tax interest expense,
partly offset by lower corporate overhead.
DISCONTINUED CHEMICAL OPERATIONS
The sale of Texaco Chemical Company (other than Texaco's lubricant additives
business) was consummated with Huntsman Corporation on April 21, 1994. Final
events relating to the closing are being evaluated in the second quarter, and
it is currently projected that any future charges, net of certain corporate tax
benefits that may be prompted by this sale, would be less than $50 million.
Texaco continues to cooperate with Huntsman Financial Corporation to explore
the sale of the lubricant additives business to a third party. In the absence
of such a third party sale, Huntsman Financial Corporation is scheduled to
acquire this business by September 30, 1994.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of March 31, 1994, Texaco's cash, cash equivalents and short-term investments
totaled $458 million as compared to the 1993 year-end level of $536 million.
Texaco's total cash from operating activities for the first quarter of 1994
(as presented on the Condensed Statement of Consolidated Cash Flows) included
several significant outflows that were not directly related to current period
operations, and which in the aggregate, amounted to some $160 million. Among
these outflows were payments related to the State of Louisiana royalty settle-
ment which is discussed below and certain environmental expenditures.
During the first quarter of 1994, cash generated from normal operating activi-
ties and proceeds from asset sales totaled some $665 million. These sources of
cash were used in support of Texaco's capital and exploratory expenditures
program of $545 million and for the payment of dividends to common, preferred
and minority shareholders of $229 million.
Total debt at March 31, 1994 amounted to $7.0 billion as compared to $6.8
billion at year-end 1993. Texaco's ratio of total debt to total borrowed and
invested capital was 39.2% at March 31, 1994 and 38.7% at year-end 1993.
Texaco maintains revolving credit facilities with commitments of $2.35 billion,
which remained unused at both March 31, 1994 and at year-end 1993. Texaco also
maintains an accounts receivable sales facility of approximately $400 million,
which was not utilized at March 31, 1994 nor at December 31, 1993.
At March 31, 1994, Texaco's long-term debt included $1.14 billion of debt
scheduled to mature within one year, which the company has both the intent and
the ability to refinance on a long-term basis.
During the first quarter of 1994, Texaco reached an out-of-court global settle-
ment with the State of Louisiana in which Texaco agreed to pay the State $250
million to end a long-standing royalty dispute. This amount, which had been
fully reserved for in previous years, did not result in a 1994 charge to
income. Texaco paid the first installment of $150 million in February 1994 and
will pay $50 million in 1995 and $50 million in 1996. In addition, Texaco also
agreed to embark on an economic expansion program in Louisiana which will cause
$152 million to be spent over the next five years on expanded activity and
investments affecting state-owned oil and gas properties in which Texaco
has interests.
Subsequent to March 31, 1994, Texaco closed the first part of a transaction
to sell substantially all of its worldwide chemical operations, which had been
classified as discontinued operations. On April 21, 1994, the company received
$650 million in cash and an 11-year subordinated note with a face value of
$200 million. It is anticipated that the proceeds will be used in support of
Texaco's investment programs in its core business, as well as other general
corporate purposes.
The company considers its financial position sufficient to meet its anticipated
future financial requirements.
- 8 -
CAPITAL AND EXPLORATORY EXPENDITURES
- ------------------------------------
Capital and exploratory expenditures for continuing operations, including
equity in such expenditures of affiliates, were $624 million for the first
quarter of 1994, as compared with $534 million for the same period in 1993.
Upstream expenditures increased in the United States, reflecting additional
drilling activities, with particular emphasis on developmental gas projects.
Internationally, increased upstream activities in Indonesia and Australia were
more than offset by lower expenditures in the U.K. North Sea where successful
project completions continue to result in higher production volumes.
Downstream expenditures increased in 1994, principally as a result of a
refinery upgrade project in Panama. In the United States, expenditures
declined somewhat due to the completion of refinery upgrade projects underway
in 1993 by Texaco's affiliate, Star Enterprise.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- -------------------------
Reference is made to the discussion of Contingent Liabilities in Note 3 to
the Consolidated Financial Statements of this Form 10-Q and to Item 3 of
Texaco Inc.'s 1993 Annual Report on Form 10-K, which are incorporated herein
by reference.
Environmental Matters
As of March 31, 1994, Texaco Inc. and its subsidiaries were parties to various
proceedings, instituted by governmental authorities, arising under the pro-
visions of applicable laws or regulations relating to the discharge of
materials into the environment or otherwise relating to the protection of the
environment, none of which is material to the business or financial condition
of the company. The following is a brief description of two proceedings which,
because of the amounts involved, require disclosure under applicable Securities
and Exchange Commission regulations:
On January 21, 1994, an administrative proceeding was initiated by the
Texas Natural Resource Conservation Commission ("TNRCC"), alleging that
Texaco Chemical Company's Port Neches, Texas plant violated the State
Solid Waste Disposal Act and the State Water Code by not registering a
solid waste site and polluting the waters of the state. The TNRCC is
seeking civil penalties of $381,840 and remediation of alleged violations.
The company is contesting liability.
On March 11, 1994, an administrative proceeding was instituted by the U.S.
Environmental Protection Agency ("EPA"), Region IX, alleging that Texaco
Refining and Marketing Inc.'s Bakersfield, California refinery injected
waste water containing selenium at a level greater than is permitted under
the Resource Conservation and Recovery Act and the California Health and
Safety Code. The EPA is seeking civil penalties of $391,133. The company
is contesting liability.
- 9 -
Item 5. Other Information
- -------------------------
(Unaudited)
--------------------
For the three months
ended March 31,
--------------------
1994 1993 (a)
---- ----
(Millions of dollars)
FUNCTIONAL NET INCOME
- ---------------------
Operating earnings (losses) from continuing operations
Petroleum and natural gas
Exploration and production
United States $ 75 $ 133
International 45 79
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Total 120 212
Manufacturing, marketing and distribution
United States 78 49
International 125 122
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Total 203 171
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Total petroleum and natural gas 323 383
Nonpetroleum (1) (3)
----- -----
Total operating earnings 322 380
Corporate/Nonoperating (120) (99)
----- -----
Net income from continuing operations 202 281
Discontinued chemical operations - net loss from operations - (3)
----- -----
Net income $ 202 $ 278
===== =====
CAPITAL AND EXPLORATORY EXPENDITURES
Texaco Inc. and subsidiary companies
Exploration and production
United States $ 270 $ 140
International 123 176
----- -----
Total 393 316
Manufacturing, marketing and distribution
United States 50 53
International 53 26
----- -----
Total 103 79
Other 6 7
----- -----
Total 502 402
Equity in affiliates
United States 25 37
International 97 95
----- -----
Total 122 132
----- -----
Total continuing operations 624 534
Discontinued chemical operations 19 23
----- -----
Total, including equity in affiliates $ 643 $ 557
===== =====
<FN>
(a) Results for 1993 have been reclassified to separately identify discontinued
chemical operations (See Note 1).
- 10 -
(Unaudited)
--------------------
For the three months
ended March 31,
--------------------
1994 1993
---- ----
OPERATING DATA - INCLUDING INTERESTS
- ------------------------------------
IN AFFILIATES
-------------
Net production of crude oil and natural gas liquids
(thousands of barrels per day)
United States 408 428
Other Western Hemisphere 20 20
Europe 117 77
Other Eastern Hemisphere 239 200
----- -----
Total 784 725
Net production of natural gas available for sale
(millions of cubic feet per day)
United States 1,675 1,762
International 330 242
----- -----
Total 2,005 2,004
Natural gas sales (millions of cubic feet per day)
United States 2,914 2,780
International 349 260
----- -----
Total 3,263 3,040
Natural gas liquids sales, including purchased LPG's
(thousands of barrels per day)
United States 196 210
International 61 38
----- -----
Total 257 248
Refinery input (thousands of barrels per day)
United States 613 668
Other Western Hemisphere 51 54
Europe 329 329
Other Eastern Hemisphere 478 451
----- -----
Total 1,471 1,502
Refined product sales (thousands of barrels per day)
United States 816 812
Other Western Hemisphere 310 290
Europe 462 479
Other Eastern Hemisphere 723 761
----- -----
Total 2,311 2,342
- 11 -
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
_ (11) Computation of Earnings Per Share of Common Stock of Texaco Inc.
and Subsidiary Companies.
_ (12) Computation of Ratio of Earnings to Fixed Charges of Texaco on a
Total Enterprise Basis.
_ (20) Copy of Texaco Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (including portions of Texaco Inc.'s
Annual Report to Stockholders for the year 1993), as previously
filed by the Registrant with the Securities and Exchange
Commission, File No. 1-27.
(b) Reports on Form 8-K:
During the first quarter of 1994, the Registrant filed Current Reports on
Form 8-K for the following events:
1. January 24, 1994 (date of earliest event reported: January 24, 1994)
Item 5. Other Events _ reported that Texaco issued an Earnings Press
Release for the fourth quarter and year 1993. Texaco appended as an
exhibit thereto a copy of the Press Release entitled "Texaco Reports
Results for the Fourth Quarter and Year 1993," dated January 24, 1994.
2. February 10, 1994 (date of earliest event reported: February 9, 1994)
Items 5. Other Events _ reported that Texaco and the State of
Louisiana announced that they had agreed to an out-of-court global
settlement ending a long-standing royalty dispute. Texaco appended
as an exhibit thereto a copy of the Press Release entitled "Texaco
Inc. and State of Louisiana Settle Long-Standing Royalty Suit," dated
February 9, 1994.
- 12 -
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 under-
signed, thereunto duly authorized.
Texaco Inc.
-------------------
(Registrant)
By: R.C. Oelkers
-------------------
(Comptroller)
By: R.E. Koch
-------------------
(Assistant Secretary)
Date: May 13, 1994
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- 13 -