SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
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or
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number 1-8483
UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 95-3825062
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 West Fifth Street, Los Angeles, California 90017
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (213) 977-7600
Indicate by check mark whether the registrant (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 (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
---
Number of shares of Common Stock, $1 par value, outstanding as of April
30, 1994: 241,935,630
<PAGE>
PART I - FINANCIAL INFORMATION
CONSOLIDATED EARNINGS UNOCAL CORPORATION
(Unaudited)
For the Three Months
Ended March 31
Dollars in millions except per share amounts 1994 1993
- ---------------------------------------------------------------------------
Revenues
Sales and operating revenues (a) $1,829 $2,204
Gain on asset sales and other revenues 87 114
- ---------------------------------------------------------------------------
Total revenues 1,916 2,318
Costs and Other Deductions
Crude oil and product purchases 614 898
Operating expense 429 420
Selling, administrative and general expense 120 124
Depreciation, depletion and amortization 272 234
Dry hole costs 24 8
Exploration expense 25 27
Interest expense 74 81
Excise, property and other operating taxes (a) 253 276
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Total costs and other deductions 1,811 2,068
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Earnings before income taxes 105 250
Income taxes 51 109
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Earnings before cumulative effect of accounting changes 54 141
Cumulative effect of accounting changes - (130)
- ---------------------------------------------------------------------------
Net Earnings $ 54 $ 11
Dividends on preferred stock 9 9
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Net Earnings Applicable to Common Stock $ 45 $ 2
Earnings per share of common stock (b)
Before cumulative effect of accounting changes $ .19 $ .55
Cumulative effect of accounting changes - (.54)
- ---------------------------------------------------------------------------
Net earnings per share $ .19 $ .01
Cash dividends declared per share of common stock $ .200 $ .175
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(a) Includes consumer excise taxes of $ 222 $ 237
(b) Based on net earnings applicable to common stock
divided by weighted average shares outstanding
(in thousands) 241,642 240,838
See Notes to Consolidated Financial Statements.
1
<PAGE>
CONSOLIDATED BALANCE SHEET UNOCAL CORPORATION
(Unaudited)
March 31 December 31
Millions of dollars 1994 1993
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Assets
Current assets
Cash and cash equivalents $ 217 $ 205
Accounts and notes receivable
Trade 879 877
Refundable income taxes 84 114
Inventories
Crude oil 41 44
Refined products 148 146
Chemicals 56 55
Minerals 17 15
Supplies, merchandise and other 71 66
Other current assets 64 56
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Total current assets 1,577 1,578
Investments and long-term receivables 864 847
Properties (net of accumulated depreciation and other
allowances of $11,853 in 1994 and $11,667 in 1993) 6,653 6,723
Other assets 74 106
Total assets $9,168 $9,254
- ------------------------------------------------------------------------------
Liabilities
Current liabilities
Accounts payable $ 606 $ 735
Taxes payable 271 208
Current portion of long-term debt and capital lease 55 54
obligations
Interest payable 72 92
Other current liabilities 97 107
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Total current liabilities 1,101 1,196
Long-term debt and capital lease obligations 3,467 3,468
Deferred income taxes 846 875
Other deferred credits and liabilities 622 586
- -----------------------------------------------------------------------------
Total liabilities 6,036 6,125
Stockholders' Equity
Preferred stock ($0.10 par value; stated at 513 513
liquidation value of $50 per share)
Common stock ($1 par value) 242 241
Capital in excess of par value 177 163
Foreign currency translation adjustment (12) (5)
Unearned portion of restricted stock issued (15) (13)
Retained earnings 2,227 2,230
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Total stockholders' equity 3,132 3,129
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Total liabilities and stockholders' equity $9,168 $9,254
See Notes to Consolidated Financial Statements.
2
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CONSOLIDATED CASH FLOWS UNOCAL CORPORATION
(Unaudited)
For the Three Months
Ended March 31
Millions of Dollars 1994 1993
- ------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net earnings $ 54 $ 11
Adjustments to reconcile net earnings to
net cash provided by operating activities
Cumulative effect of accounting changes - 130
Depreciation, depletion and amortization 272 234
Dry hole costs 24 8
Deferred income taxes (27) 50
Gain on sales of assets (before-tax) (14) (77)
Other 41 7
Working capital and other changes related to operations
Accounts and notes receivable 28 85
Inventories (6) (18)
Accounts payable (129) (48)
Taxes payable 63 (16)
Other (18) (61)
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Net cash provided by operating activities 288 305
Cash Flows from Investing Activities
Capital expenditures (includes dry hole costs) (264) (192)
Proceeds from sales of assets 38 320
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Net cash provided by (used in) investing activities (226) 128
Cash Flows from Financing Activities
Long-term borrowings 362 -
Reduction of long-term debt and capital lease obligations (363) (41)
Dividends paid on preferred stock (9) (9)
Dividends paid on common stock (48) (42)
Other 8 (2)
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Net cash used in financing activities (50) (94)
Increase in cash and cash equivalents 12 339
Cash and cash equivalents at beginning of year 205 157
- ------------------------------------------------------------------------------
Cash and cash equivalents at end of period $217 $496
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $90 $93
Income taxes (net of refunds) $ 9 $52
See Notes to Consolidated Financial Statements.
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The consolidated financial statements included herein are unaudited
and, in the opinion of management, include all adjustments
necessary for a fair presentation of financial position and results
of operations. All adjustments are of a normal recurring nature,
except for items discussed in Note 3. Such financial statements
are presented in accordance with the Securities and Exchange
Commission's disclosure requirements for Form 10-Q.
These interim consolidated financial statements should be read in
conjunction with the Consolidated Financial Statements and the
Notes to Consolidated Financial Statements filed with the
Commission in Unocal Corporation's 1993 Annual Report on Form 10-K.
Results for the three months ended March 31, 1994, are not
necessarily indicative of future financial results.
(2) For the purpose of this report, Unocal Corporation and its
consolidated subsidiary, Union Oil Company of California (Union
Oil), will be referred to as "Unocal" or "the company".
(3) 1993 Accounting Changes:
(a)Effective January 1, 1993, the company adopted Statement of
Financial Accounting Standards (SFAS) No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions."
This new accounting standard requires the company to recognize
its obligation to provide postretirement health care benefits
and to accrue such costs rather than recording them on a cash
basis. The actuarial present value of the accumulated
postretirement health care obligation existing at January 1,
1993 was recognized in the Consolidated Earnings Statement as a
cumulative effect of an accounting change, resulting in a
charge to the first quarter 1993 earnings of $192 million
before tax ($121 million after tax or 50 cents per common
share).
(b) The company also adopted SFAS No. 112, "Employers' Accounting
for Postemployment Benefits," effective January 1, 1993. This
statement requires the company to recognize its obligation to
provide benefits, such as workers' compensation and disabled
employees' medical care, to former or inactive employees after
employment but before retirement. The charge to earnings for
the cumulative effect of the company's unfunded obligation
prior to 1993, was $14 million before tax ($9 million after tax
or 4 cents per common share).
(4) Capitalized interest totaled $9 million and $7 million for the
first quarter of 1994 and 1993, respectively.
(5) Between March 24, and April 27, 1994, Unocal issued $179 million in
Medium Term Notes with interest rates ranging from 6.33% to 7.24%
and maturity dates ranging from February 1997 to March 2001. The
proceeds were used to refinance maturing and callable debt.
(6) Certain items in the prior year financial statements have been
reclassified to conform to the 1994 presentation.
4
<PAGE>
UNOCAL CORPORATION
OPERATING HIGHLIGHTS
(Unaudited)
For the Three Months
Ended March 31
1994 1993
- -------------------------------------------------------------------------------
NET DAILY PRODUCTION (a)
Crude oil and condensate (thousand barrels):
United States 141.9 152.5
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Foreign: Thailand 15.4 19.2
Indonesia 61.9 49.8
Canada 16.6 18.5
Other 21.3 12.9
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Total Foreign 115.2 100.4
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Worldwide 257.1 252.9
Natural Gas (million cubic feet):
United States 1,118 929
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Foreign: Thailand 422 532
Indonesia 167 109
Canada 93 61
Other 4 6
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Total Foreign 686 708
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Worldwide 1,804 1,637
Natural gas liquids (thousand barrels) 19.4 19.9
Geothermal (million kilowatt-hours) 19.6 22.1
Input to crude oil processing units
(thousand barrels daily) (b) 294.2 279.4
Sales of petroleum products (thousand barrels daily) (b) 306.2 379.9
- ------------------------------------------------------------------------------
AVERAGE SALES PRICES
Crude oil and condensate (per barrel):
United States $10.48 $14.38
Foreign: Thailand $13.35 $17.35
Indonesia $13.06 $15.58
Canada $11.44 $14.86
Other $12.71 $16.59
Total Foreign $12.72 $16.01
Worldwide $11.32 $14.90
Natural gas (per thousand cubic feet):
United States $2.08 $1.82
Foreign: Thailand $2.10 $2.08
Indonesia $1.68 $2.05
Canada $1.77 $1.46
Other $2.13 $2.42
Total Foreign $1.97 $1.96
Worldwide $2.04 $1.89
(a) Includes net profits type agreements on a gross basis.
(b) Includes the company's 50% equity portion of The UNO-VEN Company.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Unocal's net earnings for the first quarter of 1994 were $54 million, or
19 cents per common share, compared with $11 million in the first quarter
of 1993, or one cent per common share. The comparability of the
company's reported earnings for these periods is affected by the
following special items:
For the Three Months
Ended March 31
Millions of Dollars 1994 1993
------------------------------------------------------------------------
Special items:
Cumulative effect of accounting changes:
For postretirement benefits (SFAS 106) $ - $(121)
For postemployment benefits (SFAS 112) - (9)
Writedown of investment and provision for abandonment
and remediation of the Guadalupe oil field (23) -
Litigation (17) (1)
MESA settlement 24 -
Asset sales 8 47
Other - (3)
------------------------------------------------------------------------
Total $(8) $(87)
Excluding the effect of special items, first quarter 1994 net earnings
were $62 million, or 22 cents per common share, compared with $98
million, or 37 cents per common share in the first quarter of 1993. The
results reflected the steep decline in crude oil prices from a year ago,
which were offset partially by increased natural gas revenues due to
higher domestic prices and production.
Consolidated revenues for the first quarter 1994 were $1.92 billion, down
from $2.32 billion in the same period a year ago. Total costs and other
deductions for the first quarter 1994 were $1.81 billion, compared to
$2.07 billion in the first quarter of 1993. Both revenues and costs
decreases reflect the sale of several businesses during 1993 and the
continued phase-out of Southeastern retail gasoline marketing operations.
PETROLEUM EXPLORATION AND PRODUCTION. Earnings for the first quarter
1994 totaled $71 million, compared with $142 million in 1993. Excluding
special charges related to the Guadalupe oil field and gains from asset
sales, petroleum exploration and production earnings were $87 million,
compared with $120 million during the same period a year ago.
The company took a charge in the first quarter of 1994 for the writedown
of investment, abandonment and remediation of the Guadalupe oil field,
located on the central coast of California. This charge covers
remediation and cleanup efforts currently underway from leaks of a diesel-
like additive, called diluent, that was formerly used to help produce the
heavy crude oil.
The decline in operating earnings reflected lower worldwide crude oil
prices which was partially offset by higher domestic natural gas prices
and production.
The average sales price for worldwide crude oil in the first quarter of
1994 was $11.32 per barrel, down from $14.90 per barrel a year ago.
Net daily domestic natural gas production averaged 1,118 million cubic
feet (mmcf), compared to 929 mmcf for the first quarter of 1993. The
increased domestic natural gas production was a result of the accelerated
development program initiated in 1993. Domestic natural gas sales prices
averaged $2.08 per thousand cubic feet (mcf), up from $1.82 per mcf last
year.
6
<PAGE>
REFINING, MARKETING AND TRANSPORTATION. First quarter earnings for
Unocal's refining, marketing and transportation segment totaled $41
million, compared with $48 million in 1993. For the quarter, margins on
refined product sales were slightly lower. Petroleum product sales were
306,200 barrels per day in the first quarter of 1994, down from 379,900
barrels per day in the same period in 1993. The decline is the result of
the sale of the auto/truckstop system and the continued phase-out of
Southeastern retail gasoline marketing. However, the company's West
Coast U.S. petroleum product sales volumes increased 7 percent to 240,000
barrels per day in the first quarter 1994, compared with 224,200 barrels
per day a year ago.
CHEMICALS. Chemicals operations recorded earnings of $9 million for the
first quarter 1993, compared with $12 million a year ago. The results
reflected lower earnings from agricultural products.
GEOTHERMAL. First quarter 1994 geothermal earnings were $5 million,
compared with $32 million a year ago. The 1993 first quarter included a
$26 million gain from the sale of the company's Imperial Valley
(California) geothermal assets and other geothermal exploration
properties.
CORPORATE AND OTHER. Corporate expenses and the results of other
businesses were $72 million in the first quarter 1994. This compares
with $93 million in the same period in 1993. Adjusted for special items,
net expense for corporate and other was $80 million in 1994, versus $89
million for the same period a year ago. The decrease reflected lower net
interest expense and a reduction in administrative and general expense.
The special items in the first quarter of 1994 included $24 million from
the settlement of a lawsuit against Mesa Petroleum, resulting from the
takeover attempt in 1985. Also, the first quarters of 1994 and 1993 each
included unusual litigation expenses.
FINANCIAL CONDITION AND CAPITAL EXPENDITURES
Cash flow from operating activities, including working capital changes,
was $288 million in the first quarter of 1994, down from $305 million in
1993. The effect of lower crude oil prices was largely offset by higher
gas revenues and the Mesa lawsuit settlement.
Proceeds from asset sales were $38 million in the first quarter of 1994,
compared to $320 million in the first quarter a year ago. The 1994
proceeds were mainly from the sale of nonstrategic oil and gas
properties, while 1993 included $224 million from the sale of the
company's Imperial Valley (California) geothermal assets and other
geothermal exploration properties.
Consolidated working capital at March 31, 1994, was $476 million, an
increase of $94 million from the 1993 year-end level of $382 million.
The company's total debt remained at $3,522 million, unchanged from the
year-end 1993 level.
Capital expenditures for the first quarter 1994 totaled $264 million,
compared with $192 million a year ago. The increase reflected Unocal's
accelerated exploration and development program in Louisiana and Alaska's
Cook Inlet, as well as refinery construction to prepare for manufacturing
reformulated gasoline. Dry hole expense for the first quarter was $24
million in 1994, compared with $8 million in the first quarter of 1993.
OUTLOOK
Worldwide crude oil prices are expected to remain unstable through the
rest of this year, while the demand for natural gas is expected to remain
strong. On the West Coast, the sluggish economy continues to affect
demand for refined products.
Total production of natural gas is expected to average about 1,800
million cubic feet per day during the full-year 1994, up nearly 13
percent from the 1993 level. Total production should grow to almost
2,000 million cubic feet per day by 1996, driven by higher production
from the Gulf of Mexico area and Thailand.
Crude oil and condensate production is expected to remain stable at
257,000 barrels per day if the price of West Texas Intermediate crude
remains in the $15 barrel range. However, if oil prices recover to $18
per barrel, Unocal's production could increase to 280,000 barrels per day
by 1996.
7
<PAGE>
The company continues to work toward its asset sales targets. Through
the first quarter of 1994, the company has realized proceeds of $595
million (after tax) from asset sales under the program announced in April
1992. This represents 85 percent of the goal to generate at least $700
million in after-tax proceeds by May 1994. The company has identified
additional assets that it plans to sell this year. The goal will not be
met by May 1994, due mainly to soft market conditions; however, the
company still plans to meet the goal by year-end 1994. The company has
decided to take enough time to ensure that fair value is received for
each asset that it sells rather than rush to meet its own self-imposed
deadline.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ----------------------------
In response to a State of California Air Resources Board request
for information regarding additive concentrations levels in
Unocal gasoline, it was learned that there have been several
incidents of additive injection at a rate below required
concentration levels. The company is discussing the matter with
the Air Resources Board. There is likely to be a civil penalty
component of any settlement negotiated.
The above is in addition to items reported in Item 3 of Unocal
Corporation's Form 10-K for the year ended December 31, 1993.
Item 4. Submission of Matters to a Vote of Security Holders
- --------------------------------------------------------------
(a) The Annual Meeting of Stockholders of Unocal Corporation
was held on April 25, 1994, for which proxies were solicited
pursuant to Regulation 14 under the Securities Exchange Act of
1934.
(b) At the company's Annual Meeting of Stockholders, the
following directors were reelected to the board: Roger C.
Beach, President and Chief Operating Officer, Unocal
Corporation; John W. Amerman, Chairman and Chief Executive
Officer, Mattel, Inc.; and MacDonald G. Becket, F.A.I.A.,
former Chairman and Chief Executive Officer, The Becket Group.
Number of votes cast:
For Withheld
----------- ---------
Roger C. Beach 205,238,395 2,789,262
John W. Amerman 205,191,739 2,835,918
MacDonald G. Becket 205,222,355 2,805,302
(c) A proposal to ratify the selection
of Coopers & Lybrand as Unocal's independent public
accountants for 1994 was passed by a vote of 205,224,657 for
versus 1,575,309 against. There were 1,227,691 abstentions
and no broker non-votes.
(d) A stockholder proposal regarding
salary ceilings failed to pass, receiving 20,085,326 votes for
versus 166,191,572 votes against. There were 3,706,562
abstentions and 18,044,197 broker non-votes.
(e) A stockholder proposal regarding
the preparation of a report on the company's Myanmar
operations failed to pass, receiving 26,802,979 votes for
versus 148,048,691 against. There were 15,135,059 abstentions
and 18,040,928 broker non-votes.
8
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Form 10-Q Exhibits
(3) Bylaws of Unocal Corporation, as amended April 25, 1994,
and currently in effect.
(10) Compensation and perquisites for Richard J. Stegemeier as
nonemployee Chairman of the Board
(11) Statement re computation of earnings per common share
(12) Statement re computation of ratio of earnings to fixed
charges.
(b) Reports on Form 8-K
During the first quarter of 1994:
1. Current Report on Form 8-K dated and filed January 12,
1994, for the purpose of reporting, under Item 5, the
settlement of a lawsuit against MESA Petroleum.
2. Current Report on Form 8-K dated and filed January 31,
1994, for the purpose of reporting, under Item 5, Unocal's
1993 4th Quarter and Year-end earnings.
3. Current Report on Form 8-K dated and filed March 2, 1994,
for the purpose of reporting, under Item 5, a change in the
company's bylaws which reduces the number of directors from
14 to 12, effective April 25, 1994.
4. Current Report on Form 8-K dated and filed March 24,
1994, for the purpose of reporting, under Item 5, a civil
lawsuit concerning the Guadalupe oil field.
During the second quarter of 1994 to date of the filing of
this first quarter Form 10-Q:
1. Current Report on Form 8-K dated and filed April 25,
1994, for the purpose of reporting, under Item 5, Unocal's
1994 first quarter earnings.
9
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNOCAL CORPORATION
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(Registrant)
by: CHARLES S. MCDOWELL
-------------------------
(Charles S. McDowell,
Vice President and Comptroller)
Dated: May 11, 1994
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10
EXHIBIT 3
BYLAWS
OF
UNOCAL CORPORATION
ARTICLE I
FISCAL YEAR
Section 1. The fiscal year of Unocal Corporation (hereinafter
called the "Corporation") shall end on the thirty-first day of December
of each year.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office for the
transaction of business of the Corporation is hereby fixed and located at
Unocal Center in the City of Los Angeles, County of Los Angeles, State of
California. The Board of Directors (hereinafter sometimes called the
"Board") is hereby granted full power and authority to change said
principal office from one location to another.
ARTICLE III
STOCKHOLDERS
Section 1. Annual Meetings. The annual meetings of the
stockholders shall be held at l0:00 o'clock A.M. on the last Monday in
April of each year if not a legal holiday, and if a legal holiday at the
same time on the following business day for the purpose of electing
directors, consideration of reports of the affairs of the Corporation,
and for the transaction of any other business which is within the powers
of the stockholders.
Section 2. Notice of Meetings. Written notice of each annual or
special meeting of stockholders shall be given to each stockholder
entitled to vote thereat not less than ten nor more than sixty days
before the meeting.
Section 3. Place of Meetings. All meetings of stockholders,
whether annual or special, shall be held at the principal office of the
Corporation or at such other place, within or without the State of
Delaware, as the Board may from time to time designate pursuant to
authority hereinafter granted it. In the absence of any such designation
stockholders' meetings shall be held at the principal office of the
Corporation.
Section 4. Voting Rights. Stockholders entitled to vote at
stockholder meetings shall be entitled to one vote for each full share.
A fraction of a share or a fractional interest in a share shall not be
entitled to any voting rights whatsoever.
Section 5. Conduct of Meetings. All stockholders' meetings shall
be conducted in accordance with ordinary parliamentary usage and common
practice. The decisions of the officer presiding at such meetings shall
govern in all matters relating to the conduct of the meeting.
Section 6. Voting. Directors shall be divided into three classes
with each director serving a three-year term. At each annual meeting,
all directors of one class shall be elected in accordance with the
provisions of ARTICLE SEVENTH of the Corporation's Certificate of
Incorporation by the holders of shares entitled to vote in the election.
A nomination shall be accepted, and votes cast for a proposed nominee
shall be counted by the inspectors of election, only if the Secretary of
the Corporation has received at least 30 days prior to the meeting a
statement over the signature of the proposed nominee that such person
consents to being a nominee and, if elected, intends to serve as a
director. Such statement shall also contain the Unocal stock ownership
of the proposed nominee, occupations and business history for the
previous five
<PAGE>
2
years, other directorships, names of business entities in
which the proposed nominee owns a 10 percent or more equity interest,
listing of any criminal convictions, including federal or state
securities violations, and all other information required by the federal
proxy rules in effect at the time the proposed nominee submits said
statement.
Section 7. Notice of Stockholder Business. At an annual meeting of
the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before
an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly
brought before the annual meeting by a stockholder, the Secretary must
have received written notice at least thirty (30) days prior to the
meeting. A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the
annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the
class and the number of shares of the Corporation which are beneficially
owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the Bylaws to
the contrary, no business shall be conducted at an annual meeting except
in accordance with the procedures set forth herein.
Section 8. Quorum. The holders of one-third (1/3) of all of the
shares of the stock entitled to vote at a meeting of stockholders,
present in person or by proxy, shall constitute a quorum for the
transaction of any business at such meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers. Subject to the limitations of the Certificate
of Incorporation of the Corporation and of the Delaware General
Corporation Law as to action which shall be authorized or approved by the
stockholders, all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be
controlled by, the Board of Directors.
Section 2. Number. The exact number of directors of the
Corporation, within the limits specified in ARTICLE SEVENTH of the
Corporation's Certificate of Incorporation, shall be twelve until changed
in the manner provided by law.
Section 3. Annual Meetings. Immediately following each annual
meeting of stockholders, the Board shall hold its regular annual meeting
for the purpose of organization, election of officers and the transaction
of any other business.
Section 4. Regular Monthly Meetings. Regular monthly meetings of
the Board shall be held at 9:00 o'clock A.M. on the last Monday of each
month if not a legal holiday, and if a legal holiday at the same time on
the next following business day unless otherwise fixed by a resolution of
the Board.
Section 5. Special Meetings. Special meetings of the Board for any
purpose or purposes whatsoever may be called by the Chairman of the Board
or the President or, in the absence or inability of either of these
officers, by any Vice President, or by at least two of the directors at
the time in office.
Section 6. Notice of Meetings. Notice of regular annual meetings
and of regular monthly meetings of the Board is hereby dispensed with.
Notice of special meetings must be given at least four days in advance if
given by mail, or at least forty-eight hours in advance if delivered
personally or given by telephone or telegram.
Section 7. Place of Meetings. All meetings of the Board, whether
regular annual, regular monthly or special meetings, shall be held at any
place within or without the State of Delaware which has been
<PAGE>
3
designated from time to time by resolution of the Board or in the notice of
the meeting. In the absence of such designation all directors' meetings shall
be held at the principal office of the Corporation.
Section 8. Quorum. A majority of the exact number of directors
specified in Section 2 of ARTICLE IV of the Bylaws shall constitute a
quorum of the Board of Directors for the transaction of business;
provided, however, that vacancies on the Board may be filled by a
majority of the remaining directors, though less than a quorum, or by a
sole remaining director, each such director to hold office until a
successor is elected at an annual or special meeting of the stockholders.
Section 9. Compensation of Directors. Directors and members of
committees appointed by the Board shall receive such compensation, if
any, for their services, and such reimbursement for their expenses, as
may be fixed or determined by resolution of the Board. The Board may,
however, in any such resolution provide that directors who are also
employees of the Corporation or any of its subsidiaries shall not receive
additional compensation for services as a director or member of a
committee appointed by the Board.
Section 10. Indemnification of Directors, Officers, Employees and
Other Agents.
(a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or
was a director or officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of
another corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director, officer, employee, or agent, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expense, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; and, such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of
his or her heirs, executors, and administrators; provided, however, that,
except as provided in paragraph (b) hereof, with respect to proceedings
seeking to enforce rights to indemnification, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the board of directors of
the Corporation. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation may, to the
extent authorized from time to time by its board of directors, provide
indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and
officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a)
of this Section is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except
in the case of a claim for expenses incurred in a proceeding in advance
of its final disposition in which case the applicable period shall be
twenty (20) days, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any
such
<PAGE>
4
action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to
the Corporation) that the claimant has not met the standards of conduct
which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the
burden of providing such defense shall be on the Corporation. Neither
the failure of the Corporation (including its board of directors, its
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its board of directors, its independent legal
counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, Bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent
of the Corporation or another corporation, partnership, joint venture,
trust, or other enterprise against any such expense, liability, or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.
Section 11. Authority to Designate Place of Stockholders' Meetings.
The Board is hereby granted full power and authority to designate from
time to time any place within or without the State of Delaware for the
holding of the stockholders' annual meeting.
Section 12. Committees. The Board may, by resolution, appoint one
or more committees, in addition to the Executive Committee, to consist of
two or more of the directors of the Corporation, and prescribe their
duties and powers. A majority of the members of any such committee may
determine its action and fix the time and place of its meetings unless
the Board shall otherwise provide. The Board shall have the power at any
time to fill vacancies in, to change the membership of, or to dissolve
any such committee.
Section 13. Action by Written Consent. Any action required or
permitted to be taken by the Board under any provision of the Delaware
General Corporation Law may be taken without a meeting, if all members of
the Board shall individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes
of the proceedings of the Board.
Section 14. Conference Calls. Members of the Board may participate
in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such
meeting can hear one another.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. Number and Composition. The Board of Directors shall
appoint from its membership, annually, an Executive Committee of three or
more directors who are salaried officers of the Corporation. Included on
the Executive Committee shall be the chief executive officer of the
Corporation. Each member of the Executive Committee shall hold
membership at the pleasure of the Board, which shall have the exclusive
power to fill vacancies thereon as they may occur. The Chairman of the
Executive Committee shall be the chief executive officer of the
Corporation.
Section 2. Powers. The Executive Committee, during the intervals
between meetings of the Board, shall have and there is hereby granted to
it all the powers and authority of the Board of Directors in the
<PAGE>
5
management of the business and affairs of the Corporation, except the
power to declare dividends, to adopt, amend or repeal Bylaws, and to fix
the compensation of, or to fill vacancies on the Board or on any
committee, to approve any action for which stockholder approval is also
required by the Delaware General Corporation Law, to amend or repeal any
resolution of the Board which by its express terms is not so amendable or
repealable, or to appoint other committees of the Board or the members
thereof and except any powers restricted by Section l41(c) of the
Delaware General Corporation Law.
Section 3. Procedure. The Executive Committee, by vote of a
majority of its members, shall fix its own times and places of meetings,
shall determine the number of its members constituting a quorum for the
transaction of business, and shall prescribe its own rules of procedure;
no change in which shall be made save by a majority vote of its members.
Section 4. Records and Reports. The Executive Committee shall keep
regular minutes of all business transacted at its meetings, and all
action of the Executive Committee shall be reported to the Board at its
next ensuing meeting. Such action shall be subject to review by the
Board, provided that no rights of third parties shall be affected by such
review.
Section 5. Compensation. Members of the Executive Committee may
receive such compensation, if any, for their services, and such
reimbursement for their expenses, as may be fixed or determined by the
Board.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of the Corporation shall be a
Chief Executive Officer (who shall be the President, unless such an
officer be elected), a President, a Vice President, a Secretary, a Chief
Financial Officer (who shall be the Treasurer unless such an officer be
elected), a Comptroller, a Treasurer, a Chief Compliance Officer and a
Chief Legal Officer. The Corporation may also have, at the discretion of
the Board, a Chairman of the Board of Directors, a Chief Operating
Officer, one or more additional Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and one or more Assistant
Comptrollers, and the Board may appoint such other officers as it may
deem necessary or advisable, who shall have such authority and perform
such duties as from time to time may be prescribed by the Board, Chairman
of the Board, or the President. Any two or more offices may be held by
the same person.
Section 2. Election and Removal. The officers of the Corporation
shall be chosen annually by the Board at its regular annual meeting and
each shall hold office until the corresponding regular annual meeting of
the Board in the next year and until a successor shall be elected and
qualified unless such officer shall theretofore resign or shall be
removed or otherwise disqualified to serve. The Board may remove any
officer either with or without cause or under such other terms or
conditions as it may prescribe. Vacancies may be filled by the Board as
they may occur.
Section 3. Powers and Duties.
(a) Chairman of the Board. The Chairman of the Board, if such an
officer be elected, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to
time be assigned by the Board of Directors or prescribed by the Bylaws.
(b) President. The President, unless the Chairman of the Board is
so designated, shall be the chief executive officer of the Corporation.
As chief executive officer the President shall preside at all meetings of
stockholders and shall be the Chairman of the Executive Committee.
Subject to the control of the Board of Directors, the President shall
have general supervision, direction and control of the business and
affairs of the Corporation and its officers. The President shall be a
member of the Executive Committee and ex officio member of all other
committees, and in general shall perform all duties incident to the
office of President, and shall have such powers and duties as may from
time to time be assigned by the Board of Directors or prescribed by the
Bylaws.
<PAGE>
6
(c) Vice Presidents, Chief Operating Officer, and Chief Financial
Officer. Each Vice President, respectively, the Chief Operating Officer,
and the Chief Financial Officer shall have such authority and shall
perform such duties as shall from time to time be assigned by the Board,
the Chairman of the Board, the President, or the Bylaws.
(d) Secretary. The Secretary shall keep, or cause to be kept, a
book of minutes, at the principal office and/or such other place or
places as the Board may order, of all meetings of directors and
stockholders, with the time and place of holding, whether regular or
special, and if special how authorized, the notice thereof given, the
names of those present at directors' meetings, the number of shares
present or represented at stockholders' meetings, and the proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the principal
office or at the office or offices of the Corporation's transfer agent or
agents, a stock register, or a duplicate stock register, showing the
names of the stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the
same, and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give or cause to be given notice of all the
meetings of the stockholders and of the Board of Directors required by
the Bylaws or by law to be given. The Secretary shall have charge and be
custodian of the seal of the Corporation and of all books, papers,
contracts, leases, deeds, securities and other documents or instruments
of whatsoever kind which belong to or are in the Corporation's
possession, except those pertaining to the office of Treasurer or
Comptroller.
The Secretary shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, the Chairman
of the Board, the President or the Bylaws, and shall in general, subject
to control of the Board, the Chairman of the Board and the President,
perform all the duties usually incident to the office of secretary of a
corporation.
(e) Assistant Secretaries. Each Assistant Secretary shall assist
the Secretary, and in the absence or disability of the Secretary any
Assistant Secretary may perform the duties of the Secretary unless and
until the contrary is expressed by the Board, and shall perform such
other duties as shall be prescribed by the Board or the Secretary.
(f) Treasurer. The Treasurer shall have custody of and be
responsible for all the monies and funds of the Corporation. The
Treasurer shall deposit or cause to be deposited all Corporation monies,
funds and other valuables in the name and to the credit of the
Corporation in such bank or banks as shall be judged proper or as shall
be directed by the Board, Chairman of the Board, or the President, and
shall disburse the funds of the Corporation which have been duly approved
for disbursement. The Treasurer shall enter regularly in the books of
the Corporation kept for this purpose full and accurate accounts of all
monies received and paid out on account of the Corporation.
The Treasurer shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, the Chairman
of the Board, the President or the Bylaws, and shall in general, subject
to control of the Board, the Chairman of the Board, and the President,
perform all the duties usually incident to the office of treasurer of a
corporation.
(g) Assistant Treasurers. Each Assistant Treasurer shall assist the
Treasurer and, in the absence or disability of the Treasurer, any
Assistant Treasurer may perform the duties of Treasurer unless and until
the contrary is expressed by the Board, and shall perform such other
duties as may be prescribed by the Board or the Treasurer.
(h) Comptroller. The Comptroller shall be the principal officer in
charge of the general accounting books, accounting records and forms of
the Corporation and shall see that all monies and obligations due the
Corporation and all properties and assets are properly accounted for. The
Comptroller shall prepare the Corporation's balance sheets, income
accounts and other financial statements and reports, and render to the
<PAGE>
7
Chairman of the Board and the President such periodic reports covering
the result of operations of the Corporation as may be required by them or
any of them.
The Comptroller shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, the Chairman
of the Board, the President or the Bylaws and shall in general, subject
to control of the Board, the Chairman of the Board and the President,
perform all the duties usually incident to the office of comptroller of a
corporation.
(i) Assistant Comptrollers. Each Assistant Comptroller shall assist
the Comptroller and, in the absence or disability of the Comptroller, any
Assistant Comptroller may perform the duties of the Comptroller unless
and until the contrary is expressed by the Board, and shall also perform
such other duties as shall be prescribed by the Board or the Comptroller.
(j) Chief Executive Officer. The Chief Executive Officer shall be
the officer, reporting directly to the Board, responsible for overall
management of the Corporation.
(k) Chief Compliance Officer. The Chief Compliance Officer shall
oversee the Corporation's compliance with the law. The Chief Compliance
Officer shall render such reports to the Board and/or the officers of the
Corporation as may be required by them or any of them.
(l) Chief Legal Officer. The Chief Legal Officer shall be in charge
of the Corporation's legal affairs. The Chief Legal Officer shall advise
the Board and/or the officers of the Corporation on such legal matters
and prepare such reports as may be required by them or any of them.
ARTICLE VII
MISCELLANEOUS
Section 1. Execution of Documents. Unless otherwise authorized or
prescribed by the Board of Directors, all contracts, leases, deeds, deeds
of trust, mortgages, bonds, indentures, endorsements, assignments, powers
of attorney, and other documents and instruments of whatsoever kind shall
be executed for and on behalf of the Corporation by the Chairman of the
Board, the President, a Vice President, the Chief Financial Officer, the
Treasurer, or the Comptroller, or by any such officer and the Secretary
or an Assistant Secretary, who shall have authority to affix the
corporate seal to the same.
The Board also may authorize any other officer or officers, or
agents, to execute any contract, document or instrument of whatever kind
for and on behalf of the Corporation and such authority may be general or
be confined to specific instances.
Section 2. Undertakings and Commitments. No undertaking,
commitment, contract, instrument or document shall be binding upon the
Corporation unless previously authorized or subsequently ratified by the
Board or executed by an officer or officers or an agent or agents of the
Corporation acting under powers conferred by the Board or by these
Bylaws.
Section 3. Checks, Drafts, etc. All checks, notes and other
obligations for collection, deposit or transfer, and all checks and
drafts for disbursement from Corporation funds, and all bills of exchange
and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be endorsed or signed by such
officer or officers, agent or agents, and shall be thereunto authorized
from time to time by the Board of Directors.
Section 4. Representation of Shares of Other Corporations. Shares
standing in the name of the Corporation may be voted or represented and
all rights incident thereto may be exercised on behalf of the Corporation
by the Chairman of the Board, the President, a Vice President, the
Secretary, the Treasurer or the Comptroller, or by such other officers as
to whom the Board of Directors may from time to time confer like powers.
<PAGE>
8
ARTICLE VIII
AMENDMENTS TO BYLAWS
Section 1. Power of Stockholders. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote of seventy-five
percent of the outstanding stock of the Corporation entitled to vote
thereon.
Section 2. Power of Directors. Subject to the right of
stockholders as provided in Section 1 of this ARTICLE VIII to adopt,
amend or repeal Bylaws, Bylaws may be adopted, amended or repealed by the
Board of Directors as provided or permitted by law; however, any Bylaw
amendment adopted by the Board of Directors increasing or reducing the
authorized number of directors or amending this section shall require a
resolution adopted by the affirmative vote of not less than seventy-five
percent of the directors.
ARTICLE IX
EMERGENCY
Section 1. "Emergency" as used in this Article means disorder,
disturbance or damage caused by war, enemy attack, other warlike acts or
disaster which prevents conduct and management of the affairs and
business of the Corporation by the Board of Directors and officers in the
manner provided for in other Articles of these Bylaws. The powers and
duties conferred and imposed by this Article, and any resolutions adopted
pursuant thereto, shall be effective only during an emergency. This
Article may be implemented from time to time by resolutions adopted by
the Board of Directors before or during an emergency, or during an
emergency by the Executive Committee or an Emergency Managing Committee
constituted and then acting pursuant hereto. An emergency, once
commenced, shall be deemed to continue until terminated by resolutions
adopted for that purpose by the directors.
Section 2. If, during an emergency, a majority of the Board of
Directors cannot be found or is unable to act, one-third of the exact
number of the Board of Directors shall constitute a quorum thereof.
If, during an emergency, it can be determined that vacancies on the
Board of Directors exist and they are duly filled by the remaining
directors or the sole remaining director pursuant to the provisions of
Section 8 of ARTICLE IV of these Bylaws, then the following provisions of
this Article shall not apply. If, however, vacancies are not so filled
so as to obtain a quorum of the Board of Directors, then during an
emergency the provisions of this Article and any implementing resolutions
shall supersede any conflicting Article of these Bylaws or resolutions
adopted pursuant thereto.
Section 3. During any emergency, the officers and employees of the
Corporation shall continue, so far as possible, to conduct the
Corporation's affairs and business under the guidance of the Board of
Directors, or the Executive Committee or any Emergency Managing Committee
acting pursuant to this Article and in accordance with known orders of
governmental authorities.
Section 4. If, during any emergency, a quorum of either the Board
of Directors or Executive Committee cannot be found or is unable to act,
any two or more available members of the Executive Committee who are also
directors and the Chief Executive Officer shall constitute a quorum of
the Executive Committee and as such shall have and exercise the fullest
power for conduct and management of the affairs and business of the
Corporation, provided that the Executive Committee as so constituted
shall comply to the extent practicable under the circumstances with the
provisions of ARTICLE III of these Bylaws relating to annual and special
meetings of stockholders. If two or more members of the Executive
Committee who are also directors and the Chief Executive Officer are not
able to serve, any three available directors shall be and constitute the
Executive Committee, with two thereof constituting a quorum, for exercise
of the powers conferred and performance of the duties imposed by this
Section 4.
Section 5. If, during any emergency, neither a quorum of the Board
of Directors nor of the Executive Committee as provided for in Section 4
of this Article is available to serve, then the powers conferred and
duties imposed by Section 4 shall vest in and devolve upon an Emergency
Managing Committee consisting
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9
of available directors, the Chief Executive
Officer, if available, and as many Vice Presidents (or, in case of their
inability, any other officers), as may be necessary from time to time to
constitute a total of three Committee members. The Chief Executive
Officer, if available, and any other one member of the Emergency Managing
Committee shall constitute a quorum of the Committee for exercise of the
powers conferred and performance of the duties imposed upon the Committee
hereunder, but if the Chief Executive Officer is not available any two
members of the Emergency Managing Committee shall constitute a quorum.
EXHIBIT 10
COMPENSATION AND PERQUISITES FOR
RICHARD J. STEGEMEIER
AS NONEMPLOYEE CHAIRMAN OF THE BOARD
Period covered: May 1, 1994 to April 30, 1995
(Subsequent arrangements subject to review
by Compensation Committee on an annual
basis)
Compensation: $110,000 per year
Perquisites:
Automobile and driver: For business-related activities/functions
only
Office and secretary: Provided full-time at Brea
Club Memberships: Monthly dues for one luncheon club
Use of company aircraft: Provided when approved by CEO
Reimbursement for
reasonable business
expenses: Provided
Financial counseling: Provided
Access to other company
resources (e.g., community
and public relations
staffs): Provided
EXHIBIT 11
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
For the Three Months
Ended March 31
Dollars and shares in thousands, except per
share amounts 1994 1993
- -----------------------------------------------------------------------------
ASSUMING NO DILUTION:
Net earnings before cumulative effect of
accounting changes $53,931 $140,193
Preferred stock dividend (8,969) (8,969)
Cumulative effect of accounting changes - (129,594)
- ------------------------------------------------------------------------------
Net earnings applicable to common stock $44,962 $ 1,630
Weighted average common stock outstanding 241,642 240,838
Net earnings per common share:
Before cumulative effect of accounting changes $.19 $.55
Cumulative effect of accounting changes - (.54)
- ------------------------------------------------------------------------------
Net earnings per common share $.19 $.01
Assuming Full Dilution:
Net earnings before cumulative effect of
accounting changes $53,931 $140,193
Cumulative effect of accounting changes - 129,594
- ------------------------------------------------------------------------------
Net earnings $53,931 $ 10,599
Fully diluted shares of common stock (a) 259,650 259,622
Net earnings per common share:
Beofre cumulative effect of accounting changes $ .21 $ .54
Cumulative effect of accounting changes - (.50)
- ------------------------------------------------------------------------------
Net earnings per common share $ .21 $ .04
(a) Weighted average common stock outstanding 241,642 240,838
Common stock equivalents:
Stock options & performance shares * 1,341 2,117
Convertible preferred stock 16,667 16,667
- ------------------------------------------------------------------------------
Total 259,650 259,622
* Stock options exclude those at exercise prices in excess of market
value at the end of the quarter.
EXHIBIT 12
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For the Three Months
Ended March 31
Dollars in millions 1994 1993
- ----------------------------------------------------------------------------
Earnings before cumulative effect of
accounting changes $ 54 $141
Provision for income taxes 51 109
--- ---
Earnings subtotal 105 250
Fixed charges included in earnings:
Interest expense 74 81
Interest portion of rentals 14 15
--- ---
Subtotal 88 96
Earnings available before fixed charges $193 $346
==== ====
Fixed charges:
Fixed charges included in earnings $ 88 $ 96
Capitalized interest 9 7
---- ----
Total fixed charges $ 97 $103
==== ====
Ratio of earnings to fixed charges 2.0 3.4
