<PAGE>
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: April 26, 1995
UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8483 95-3825062
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) 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
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ITEM 5. OTHER EVENTS
On April 26, 1995, the following news release was issued:
Los Angeles, April 26 -- Unocal Corporation today reported first
quarter 1995 net earnings of $74 million, or 27 cents per common share.
This compares with a loss of $214 million, or 92 cents per common share,
for the same period a year ago.
Excluding the effect of special adjustments (detailed in the attached
table), Unocal's earnings for the quarter were $54 million, or 19 cents per
common share, compared with $71 million, or 26 cents per common share, the
year before.
Roger C. Beach, Unocal chief executive officer, said the first quarter
results reflected increased crude oil and nitrogen fertilizer prices, which
were offset by lower natural gas prices and losses in the company's West
Coast refining and marketing operations.
"We maintained solid earnings in our exploration and production
operations because of higher crude oil prices, lower domestic operating
costs and increased natural gas, crude oil and condensate production in the
Far East," Beach said. "On the downstream side, though, our refining and
marketing earnings were buffeted by lower product margins and reduced crude
oil runs because of major turnarounds at our California refineries in the
quarter.
"As we head into the second quarter, the spot price for both crude oil
and natural gas continues to rise, which has a significant impact on
earnings. We have also completed the major turnarounds at our Los Angeles
Refinery, and we can hopefully look forward to improved margins in our
downstream operations."
Beach also noted that the company's agricultural products business
unit posted significant gains from continued higher prices for ammonia and
urea as well as increased domestic and export sales volumes.
Total revenues for the quarter were $1.96 billion, compared with $1.92
billion in the first quarter 1994.
Cash flow from operations, before working capital changes, was $236
million for the quarter, compared with $350 million last year. The first
quarter 1994 cash flow included the benefit from a $38 million settlement
of a lawsuit in favor of Unocal, while the first quarter 1995 reflected
significantly lower refining and marketing operating earnings from 76
Products Company.
Capital expenditures for the first quarter were $267 million, compared
with $264 million a year ago.
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Beach added that the company revised its financial reporting of
business segments to reflect the reorganization of the company last year.
"By changing our reporting segments, we will present a clearer picture of
performance for each of our key business units and better reflect how
Unocal's business is run," Beach said.
First Quarter Operations
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Worldwide petroleum exploration and production earnings were $109
million, up 35 percent from $81 million last year. Adjusted for special
items, earnings from petroleum exploration and production operations were
$98 million, compared with $97 million in the first quarter a year ago.
In the first quarter, the company continued its emphasis on
controlling operating costs while recording lower exploration expense.
These positive factors were offset by the net effect of lower natural gas
prices and higher crude oil prices.
Worldwide crude oil production was lower, reflecting the impact of the
sale of certain properties in the Central U.S. and coastal California
during 1994. Worldwide crude oil sales prices for the quarter averaged
$15.22 per barrel, up from $11.32 per barrel last year.
Natural gas production was down slightly from a year ago when the
company had a one-time gas draw-down from a field in Canada. Worldwide natural
gas sales prices for the quarter averaged $1.62 per thousand cubic feet (mcf),
down from $2.04 per mcf last year.
The 76 Products Company, Unocal's West Coast refining and marketing
unit, posted a loss of $19 million during the quarter, compared with
earnings of $16 million a year ago. Maintenance of major refinery
processing equipment reduced the average input to crude oil processing
units. Sales of petroleum products for the quarter were 243,000 barrels
per day, up 6 percent from a year ago.
Geothermal and power earnings were $4 million, compared with $5
million a year ago. Earnings from Indonesian operations were offset by the
effect of curtailments at The Geysers in Northern California.
Earnings from diversified businesses -- agricultural products, carbon
and minerals, and real estate and the company's equity interest in various
pipelines and The UNO-VEN Company -- were up 68 percent to $52 million in
the quarter. Agricultural products enjoyed strong gains due to continued
increases in prices for urea and ammonia.
Net corporate and unallocated expense -- including administrative and
general expense, net interest expense and environmental and litigation
expense -- was $73 million, unchanged from last year.
Beach noted that administrative and general expense was essentially
unchanged from last year. "We expect to see reduced expense in the coming
quarters as we realize the impact of the staff cuts and other cost-
reduction activities that we've put in place," he said.
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<TABLE>
<CAPTION>
UNOCAL CORPORATION
NEWS RELEASE
EARNINGS BY BUSINESS SEGMENT
(UNAUDITED)
For Three Months For Three Months
Ended March 31, 1995 Ended March 31, 1994
Millions of dollars Before-tax After -tax Before-tax After -tax
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<S> <C> <C> <C> <C>
Petroleum
Exploration & Production:
United States $94 $58 $57 $35
Foreign 106 51 93 46
Refining & Marketing:
76 Products Company (31) (19) 26 16
Other 1 1 3 3
Geothermal & Power Operations 9 4 10 5
Diversified Businesses:
Agricultural Products 27 17 5 3
Carbon & Minerals 24 18 20 14
Pipelines 23 18 19 15
Other (1) (1) (1) (1)
Corporate & Unallocated
Administrative & General (40) (25) (39) (24)
Interest expense - net (64) (42) (68) (46)
Environmental & Litigation expense (28) (17) (34) (21)
Other 11 11 29 18
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Earnings before cumulative effect of accounting change 131 74 120 63
Cumulative effect of accounting change 0 0 (447) (277)
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Total $131 $74 ($327) ($214)
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The Exploration & Production segment is engaged in the exploration for, and the production of crude oil, condensate,
natural gas liquids and natural gas. This segment is also responsible for the marketing of natural gas.
Refining & Marketing:
76 Products Company - principally is responsible for the company's West Coast petroleum refining operations, marketing
and transportation of refined petroleum products.
Other - primarily includes marketing of crude oil and natural gas liquids.
The Geothermal & Power segment is involved in the exploration for, and the production and sale of geothermal resources.
Diversified Businesses:
Agricultural Products - manufactures and markets nitrogen-based fertilizers for wholesale markets.
Carbon and Minerals - produces and markets petroleum cokes and specialty minerals.
Pipelines - principally includes equity earnings from affiliated pipeline companies.
Other - includes real estate operations and equity earnings from a refining and marketing joint venture.
</TABLE>
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<TABLE>
<CAPTION>
UNOCAL CORPORATION
1995 EARNINGS NEWS RELEASE SUPPLEMENT
SPECIAL ADJUSTMENTS
(UNAUDITED)
For the Three Months For the Three Months
Ended March 31, 1995 Ended March 31, 1994
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Dollars in millions except per share amount Before -tax After-tax Before -tax After-tax
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<S> <C> <C> <C> <C>
Reported earnings (loss) $131 $74 ($327) ($214)
Less: Special items
Exploration & Production
United States
Asset Sales 13 8 12 7
Write-down of investment and provision for abandonment
and remediation of the Guadalupe oil field 0 0 (37) (23)
Foreign
Asset Sales 4 3 0 0
Diversified Businesses
Other
Asset Sales 3 2 2 1
Corporate & Unallocated
Asset Sales 26 16 0 0
Environmental provision (7) (4) 0 0
Litigation provision (6) (4) (27) (17)
Other (2) (1) 0 0
Mesa settlement 0 0 38 24
Cumulative effect of accounting change 0 0 (447) (277)
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Total special items 31 20 (459) (285)
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Adjusted earnings $100 $54 $132 $71
Less: Dividends on preferred stock 9 9
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Adjusted net earnings applicable to common shares 45 62
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Adjusted net earnings per common share $0.19 $0.26
</TABLE>
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<TABLE>
<CAPTION>
UNOCAL CORPORATION
NEWS RELEASE
EARNINGS BY BUSINESS SEGMENT EXCLUDING SPECIAL ADJUSTMENTS
(Unaudited)
For Three Months For Three Months
Ended March 31, 1995 Ended March 31, 1994
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Millions of dollars Before-tax After -tax Before-tax After -tax
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<S> <C> <C> <C> <C>
Petroleum
Exploration & Production:
United States $81 $50 $82 $51
Foreign 102 48 93 46
Refining & Marketing:
76 Products Company (31) (19) 26 16
Other 1 1 3 3
Geothermal & Power Operations 9 4 10 5
Diversified Businesses:
Agricultural Products 27 17 5 3
Carbon & Minerals 24 18 20 14
Pipelines 23 18 19 15
Other (4) (3) (3) (2)
Corporate & Unallocated
Administrative & General (40) (25) (39) (24)
Interest expense - net (64) (42) (68) (46)
Environmental & Litigation expense (15) (9) (7) (4)
Other (13) (4) (9) (6)
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Total $100 $54 $132 $71
=========================================================================================================
</TABLE>
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<TABLE>
<CAPTION>
NEWS RELEASE UNOCAL CORPORATION
CONDENSED CONSOLIDATED EARNINGS STATEMENT
(UNAUDITED)
For the Three Months
Ended March 31
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Dollars in millions except per share amounts 1995 1994 (c)
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<S> <C> <C>
Total revenues (a) $ 1,960 $ 1,916
Costs and other deductions (a) 1,829 1,796
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Earnings before income taxes 131 120
Income taxes 57 57
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Earnings before cumulative effect of accounting change 74 63
Cumulative effect of accounting changes - (277)
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Net earnings (loss) $ 74 $ (214)
Dividends on preferred stock 9 9
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Net earnings (loss) applicable to common shares $ 65 $ (223)
Earnings per common share: (b)
Before cumulative effect of accounting change $ 0.27 $ 0.19
Cumulative effect of accounting change - (1.11)
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Net earnings (loss) $ 0.27 $ (0.92)
(a)Includes consumer excise taxes of $ 210 $ 222
(b)Based on weighted average common shares outstanding (in millions) 245 242
(c)Restated for the effect of the accounting policy change
recorded in the fourth quarter of 1994.
</TABLE>
<TABLE>
<CAPTION>
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CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 31 Dec. 31
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Millions of dollars 1995 (a) 1994
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<S> <C> <C>
Assets
Cash and cash equivalents $ 113 $ 148
Other current assets 1,321 1,380
Investments and long-term receivables 1,063 895
Properties - net 6,834 6,823
Other assets 84 91
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Total assets $ 9,415 $ 9,337
Liabilities
Current liabilities $ 1,084 $ 1,257
Long-term debt and capital lease obligations 3,664 3,461
Deferred income taxes 633 643
Other deferred credits and liabilities 1,176 1,161
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Total liabilities $ 6,557 $ 6,522
Stockholders' Equity 2,858 2,815
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Total liabilities and stockholders' equity $ 9,415 $ 9,337
(a) Certain amounts have been reclassified to conform to requirements of SFAS No. 119, "Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments".
</TABLE>
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<TABLE>
<CAPTION>
NEWS RELEASE UNOCAL CORPORATION
CONDENSED CONSOLIDATED CASH FLOWS
(UNAUDITED)
For the Three Months
Ended March 31
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Millions of dollars 1995 1994
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<S> <C> <C>
Cash flows from operating activities
Cash flow from operations $ 236 $ 350
Working capital and other changes related to operations (122) (62)
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Net cash provided by operating activities $ 114 $ 288
Cash flows from investing activities
Capital expenditures (includes dry hole costs) (267) (264)
Proceeds from asset sales 94 38
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Net cash used in investing activities $ (173) $ (226)
Cash flows from financing activities
Long-term borrowings 266 362
Reduction of long-term debt and capital lease obligations (200) (363)
Dividends paid (58) (57)
Other 16 8
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Net cash provided by (used in) financing activities $ 24 $ (50)
Increase (decrease) in cash and cash equivalents (35) 12
Cash and cash equivalents at beginning of year 148 205
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Cash and cash equivalents at end of period $ 113 $ 217
</TABLE>
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA For the Three Months
Ended March 31
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Millions of dollars 1995 1994
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<S> <C> <C>
Exploration expense
Oil and gas
United States $ 10 $ 3
Foreign 18 22
Geothermal 1 -
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Total $ 29 $ 25
Dry hole costs
United States $ - $ 15
Foreign 4 9
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Total $ 4 $ 24
Depreciation, Depletion & Amortization $ 228 $ 257
</TABLE> -7-
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<TABLE>
<CAPTION>
NEWS RELEASE UNOCAL CORPORATION
OPERATING HIGHLIGHTS
(UNAUDITED)
For the Three Months
Ended March 31
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1995 1994
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<S> <C> <C>
Net daily production (a)
Crude oil and condensate (thousand barrels):
United States 131.2 141.4
Foreign:
Far East 87.5 77.3
Other 31.1 38.3
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Total Foreign 118.6 115.6
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Worldwide 249.8 257.0
Natural gas (million cubic feet):
United States 1,120 1,118
Foreign:
Far East 615 588
Other 33 98
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Total Foreign 648 686
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Worldwide 1,768 1,804
Natural gas liquids (thousand barrels) 22.0 19.4
Geothermal (million kilowatt-hours) 15.6 19.6
Input to crude oil processing units (thousand barrels daily) 190 223
Sales of petroleum products (thousand barrels daily) (b) 243 230
Average sales prices
Crude oil and condensate (per barrel):
United States $ 14.74 $ 10.48
For
Far East $ 16.19 $ 13.15
Other $ 15.62 $ 12.15
Total Foreign $ 15.98 $ 12.72
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Worldwide $ 15.22 $ 11.32
Natural gas (per mcf):
United States $ 1.45 $ 2.08
For
Far East $ 1.96 $ 2.01
Other $ 1.22 $ 1.79
Total Foreign $ 1.92 $ 1.97
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Worldwide $ 1.62 $ 2.04
(a)Includes production sharing agreements on a gross basis.
(b)Restated 1994 to exclude 50% of the volumes of The UNO-VEN Company.
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</TABLE>
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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)
Dated: April 26, 1995 By: CHARLES S. MCDOWELL
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Charles S. McDowell,
Vice President and Comptroller
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