<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-----
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
-----------------
Commission file number 1-8483
UNOCAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3825062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2141 ROSECRANS AVENUE, SUITE 4000, EL SEGUNDO, CALIFORNIA 90245
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 726-7600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $1.00 per share New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 15, 1996 (based upon the average of the high and low
prices of these shares reported in the New York Stock Exchange Composite
Transactions listing for that date) was $7,869 million.
Shares of Common Stock outstanding as of March 15, 1996: 247,860,562
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its 1996 Annual
Meeting of Stockholders (to be filed with the Securities and Exchange Commission
on or about April 22, 1996) are incorporated by reference into Part III.
<PAGE>
PART I
ITEMS 1 AND 2 - BUSINESS AND PROPERTIES
HISTORY AND ORGANIZATION
Unocal Corporation was incorporated in Delaware on March 18, 1983, to operate
as the parent of Union Oil Company of California (Union Oil), which was
incorporated in California on October 17, 1890. Virtually all operations are
conducted by Union Oil and its subsidiaries. The terms "Unocal" and "the
company" as used in this report mean Unocal Corporation and its subsidiaries,
except where the context indicates otherwise.
Unocal is a fully integrated energy resources company whose worldwide
operations comprise many aspects of energy production. During 1995, the company
reorganized its business into the following segments in order to remain focused
on its most critical business activities:
. EXPLORATION AND PRODUCTION - this segment is engaged in the exploration
for, and the production and marketing of, crude oil, condensate, natural
gas and natural gas liquids.
. REFINING, MARKETING AND TRANSPORTATION
76 PRODUCTS COMPANY - this segment is principally responsible for the
company's West Coast petroleum refining operations, marketing and
transportation of refined petroleum products and the manufacturing and
marketing of petroleum coke.
. GEOTHERMAL AND POWER OPERATIONS - this segment is involved in the
exploration for, and the production and sale of, geothermal resources for
the generation of electricity.
. DIVERSIFIED BUSINESSES:
AGRICULTURAL PRODUCTS - manufactures and markets nitrogen-based fertilizers
for wholesale markets to the western United States and to the Pacific Rim.
CARBON AND MINERALS - produces and markets petroleum coke (other than on
the West Coast), graphites, solvents and specialty minerals.
PIPELINES - principally includes the company's equity interests in
affiliated pipeline companies.
OTHER - includes the development and sale of real estate assets and the
company's equity interest in The UNO-VEN Company, a refining and marketing
partnership in the midwestern United States.
Unocal competes in a challenging business environment of global competition,
political instability, rapid technological developments, volatile oil and gas
prices, and rising costs of complying with environmental regulations. In order
to meet these challenges, the company's focus remains on its basic businesses
and core competitive strengths. In keeping with this emphasis, the company
continues to sell assets that were marginally related to its core activities or
that were not a good strategic fit for Unocal. In February 1996, Unocal and
Nuevo Energy Company signed an asset purchase agreement for the sale of nearly
all of Unocal's crude oil and natural gas producing properties in California.
Torch Energy Advisors, Inc. negotiated the sale and will operate the properties
on behalf of Nuevo. Proceeds from the sale will allow Unocal to reduce debt and
help fund core activities in Central and Southeast Asia. The company is in the
process of retaining an advisor to assist in the disposal of its oil and gas
interests in the Netherlands sector of the North Sea as the company continues to
shift its focus to Southeast Asia and other areas that offer greater growth
opportunities.
In February 1994, the company was granted a United States patent for
reformulated gasolines that meet the 1996 California state standards for
reduced emissions. Six refining companies filed suit against Unocal in April
1995 to invalidate the patent or declare it unenforceable. See Item 3-Legal
Proceedings. The company intends to aggressively defend its rights under this
patent.
The company's research activities were phased out at its Brea, California
facility during 1995, and routine laboratory operations and seismic data
processing were outsourced. The decision to outsource was based on projected
cost savings. Selected research activities are now handled by the operating
segments.
For a detailed analysis of the company's financial results and information on
capital expenditures, see Management's Discussion and Analysis under Item 7
beginning on page 19 of this report.
1
<PAGE>
SEGMENT AND GEOGRAPHIC INFORMATION
Financial information relating to the company's business segments, geographic
areas of operations, and sales revenues by classes of products is presented
under Note 24 to the consolidated financial statements, on page 55 of this
report.
PETROLEUM OPERATIONS
Information regarding oil and gas financial data and oil and gas reserve data
and its related present value of future net cash flow is presented on pages 60
through 65 of this report. During 1995, certain estimates of underground oil and
gas reserves were filed with the Department of Energy under the name of Union
Oil. Such estimates were consistent with reserve data filed with the
Securities and Exchange Commission.
WORLDWIDE OIL AND GAS ACTIVITIES
Unocal conducts exploration, production and development activities, including
low-risk exploration within producing areas with major operations in the United
States, Thailand, Indonesia and Canada. Exploration and production
operations make up approximately 48 percent of Unocal's assets, and of this,
operations in the United States make up 65 percent of the current asset base.
Unocal's future growth will focus principally in the foreign sector, with a
concentration in the Far East. In addition, growth opportunities in the United
States will focus in the Gulf of Mexico.
<TABLE>
<CAPTION>
WORLDWIDE 1995 1994 1993
- ----------------------------------------------------------------
<S> <C> <C> <C>
NET PROVED RESERVES AT YEAR END: (a)
Crude oil and condensate - million 667 697 764
barrels
Natural gas - billion cubic feet 6,765 6,911 6,632
NET DAILY PRODUCTION: (a)
Crude oil and condensate - thousand
barrels 240 260 246
Natural gas - million cubic feet 1,765 1,766 1,599
Natural gas liquids - thousand barrels 21 22 20
NATURAL GAS SALES TO PUBLIC - MILLION 1,513 1,529 1,422
CUBIC FEET DAILY
- ----------------------------------------------------------------
</TABLE>
(a) Includes foreign production sharing agreements on a gross basis.
Natural gas is reported on a wet-gas basis; production excludes gas
consumed on lease.
The decrease in worldwide crude oil production was mainly due to natural
production declines and the sale of nonstrategic domestic properties. Due to
the accelerated development program initiated in 1993, worldwide natural gas
production remains stable, despite the sales of domestic oil and gas producing
properties.
Operating expense decreased in 1995 due primarily to the sale of nonstrategic
domestic properties and cost reductions. In 1995, average production costs per
barrel of oil equivalent were $2.94, down from $3.00 and $3.40 for 1994 and
1993, respectively.
Unocal pursues exploration opportunities and business development projects to
sustain the long-term growth of the company. The company's exploration activity
in high-risk, high-potential wildcat areas is limited to projects that pass
rigorous geotechnical and economic review. This assures concentration of
technical talent and resources on the most promising areas which have the
highest potential value to the company.
2
<PAGE>
UNITED STATES
EXPLORATION
In an effort to reduce exploration risk, Unocal has formed drilling venture
teams to actively solicit opportunities to farm into ready-to-drill projects in
parts of Texas, Oklahoma, Louisiana and the Gulf of Mexico. The company
anticipates this approach will not only reduce risk, but will also put cash to
work more efficiently, offer cash flow recovery and provide upside potential if
energy prices rise.
The company holds approximately 1.2 million net acres of unproved lands in
the United States. Most of these lands are located in Alaska, Louisiana, Texas,
California and New Mexico. Unproved acreage in federal offshore exploration and
production areas is included in the contiguous states.
Unocal concentrates its domestic exploration activities in the Gulf of
Mexico. The company foresees exploration potential along the entire Louisiana
Coast. In 1996, Unocal has plans to drill 16 offshore exploration wells and
4 onshore Texas/Louisiana coast wells. The company is also planning 24
development wells and 141 recompletions. Unocal has recently leased eight deep-
water blocks in a lease sale. The company has acquired 3-D surveys for use in
evaluating exploration potential near existing fields. In the past, these types
of surveys have identified opportunities which resulted in increased production.
PRODUCTION
The company holds approximately 815,000 net acres of proved lands in 19
states. Most of these lands are located in Texas, Louisiana, California,
Alaska, Oklahoma, and New Mexico. Proved acreage in federal offshore
exploration and production areas is included in the contiguous states.
Unocal's domestic crude oil production comes principally from fields in
Alaska (32%), California (23%), Texas (19%) and Louisiana (21%). Approximately
43% of domestic natural gas production is from offshore and onshore fields in
Louisiana, with most of the balance coming from Texas (26%), Alaska (13%), New
Mexico (4%), Oklahoma (3%) and California (2%).
Unocal has varying ownership interests in 21 natural gas processing plants
located near major gas fields in the United States. Of the 21 natural gas
processing plants, interests in 3 are included in the expected sale of the
California oil and gas producing properties. The company operates 11 of these
plants and has full ownership in four. Nineteen of the 21 processing plants
were active in 1995.
<TABLE>
<CAPTION>
UNITED STATES 1995 1994 1993
- ----------------------------------------------------------------
<S> <C> <C> <C>
NET PROVED RESERVES AT YEAR END:(a)
Crude oil and condensate - million 387 419 483
barrels
Natural gas - billion cubic feet 3,261 3,580 3,727
NET DAILY PRODUCTION:(a)
Crude oil and condensate - thousand 125 137 148
barrels
Natural gas - million cubic feet 1,103 1,095 952
Natural gas liquids - thousand 16 16 15
barrels
NATURAL GAS SALES TO PUBLIC - MILLION 882 873 752
CUBIC FEET DAILY
- ----------------------------------------------------------------
</TABLE>
(a) Natural gas is reported on a wet-gas basis; production excludes gas
consumed on lease.
The decline in crude oil and condensate production reflects the sale of
nonstrategic oil and gas producing properties and natural production decline.
The company expects oil and gas production to further decline in 1996 due to the
sale of its California oil and gas producing properties anticipated to be
completed in April 1996. Domestic natural gas production in 1996 is expected to
be 58% of the company's total production with most coming from the
Louisiana/Gulf Coast area. Even though Unocal's 1995 domestic natural gas
production remained at about the same level as 1994, production in the Gulf of
Mexico has increased over 30 percent since 1993.
3
<PAGE>
Most of the company's crude oil produced in the United States is sold to
third parties. A substantial portion of the natural gas produced domestically
is sold to third parties under contracts having terms of less than two years.
The company believes that it has sufficient production capacity in the U.S. to
meet the contracted deliveries. Another significant portion of the domestic gas
production is sold to third parties in the spot market. The remainder is
primarily used in the company's agricultural products manufacturing operations
or as fuel in its refineries.
FOREIGN
EXPLORATION
Unocal pursues oil and gas exploration and development opportunities
overseas, primarily in Thailand, Azerbaijan, Myanmar and Indonesia. Unocal is
also pursuing oil and gas exploration and development opportunities in
Turkmenistan, Pakistan, China and Vietnam.
THAILAND. Considerable exploration potential still exists in the Gulf of
Thailand. Natural gas markets for electricity generation are projected to grow
by 50 percent by the year 2000 and double by 2010.
During 1995 and early 1996, Unocal drilled 29 exploration, appraisal and
delineation wells, of which 22 were successful. This program has extended the
limits of currently producing fields, proved commerciality of the Pladang and
Trat fields and delineated the Pailin field. Further drilling is expected to
take place in Pailin in 1996, subject to the signing of the Pailin gas sales
agreement, to extend the field to the north and potentially increase the
ultimate daily contract quantity.
AZERBAIJAN. Unocal is part of an international consortium participating in
the development of three oil fields in the Caspian Sea offshore Azerbaijan. In
October 1995, the consortium announced two pipeline routes for the export of
initial oil production from Azerbaijan to the Black Sea. The success of the
initial oil program will help determine the feasibility of full field
development. A delineation drilling program, scheduled for completion in 1997,
will help determine proved reserves in the three fields. Unocal holds a 9.5
percent interest. Significant issues remain to be resolved, including
contractual agreements and the routing and construction of a new export
pipeline, before full field development can begin.
MYANMAR. During 1996, a major focus of capital spending will be the Yadana
project offshore Myanmar of which Unocal holds a 28.26 percent interest. This
natural gas project, which is expected to include four offshore platforms,
should begin operations by mid-1998. When fully developed, estimated gross
production is expected to reach 650 million cubic feet of natural gas per day in
1999. Most of the Yadana natural gas production will be shipped by pipeline to
an electric power plant southwest of Bangkok, Thailand.
In March 1996, a potentially significant new gas field was discovered about
six miles south of the Yadana field. Further studies are under way to prove the
commerciality of the new discovery. The discovery could be produced through the
Yadana platform complex currently under construction.
INDONESIA. Oil and gas production has been revitalized in Indonesia as a
result of a successful exploration and development program. Since December 1993,
when the current exploration phase started, Unocal drilled 25 exploration,
delineation and appraisal wells, of which 15 were successful. Fifteen of these
wells were drilled in 1995, with nine successes.
The Company conducted an extensive exploration 3-D seismic program in 1995
and another program is planned for early 1996. An aggressive exploration and
delineation drilling program is also planned for 1996, which will use drilling
technology developed by the company to drill as many as 30 wells in one year.
The company will continue to seek new production sharing agreements in
Indonesia.
4
<PAGE>
PRODUCTION
Unocal has oil and gas production in six foreign countries: Thailand,
Indonesia, Canada, the Netherlands, United Kingdom and Zaire. Overseas, Unocal
is the operator in each of these countries except Zaire. The company sells most
of its foreign natural gas production to third parties under long-term
contracts. The crude oil and condensate produced overseas are primarily sold at
spot market prices to third parties.
<TABLE>
<CAPTION>
FOREIGN 1995 1994 1993
- ----------------------------------------------------------------
<S> <C> <C> <C>
NET PROVED RESERVES AT YEAR END: (a)
Crude oil and condensate - million 280 278 281
barrels
Natural gas - billion cubic feet 3,504 3,331 2,905
NET DAILY PRODUCTION: (a)
Crude oil and condensate - thousand 115 123 98
barrels
Natural gas - million cubic feet 662 671 647
Natural gas liquids - thousand barrels 5 6 5
NATURAL GAS SALES TO PUBLIC - MILLION
CUBIC FEET DAILY 631 656 670
- ----------------------------------------------------------------
</TABLE>
(a) Includes production sharing agreements on a gross basis. Natural gas
is reported on a wet-gas basis; production excludes gas consumed on
lease.
THAILAND. Natural gas and condensate production began in Thailand in 1981
and is Unocal's primary gas producing area outside the United States. Unocal
and its partners have spent more than $3.9 billion developing the offshore gas
fields. In 1996, the Company expects to spend approximately $160 million on
projects that will allow gross production to remain at 950 million cubic feet
of gas per day, once a second pipeline becomes operational.
Gross natural gas production averaged about 720 million cubic feet (mmcf) per
day (466 mmcf net to Unocal) in 1995. Construction of the Petroleum Authority
of Thailand's (PTT) second pipeline is expected to be completed by mid-1996.
This second pipeline should allow Unocal to increase its net gas production from
466 mmcf per day in 1995 to 550 in 1996 and to 655 in 1998, mainly attributable
to the Jakrawan, Funan and Gomin fields. Unocal's net working interests in all
eight producing fields average 65 percent.
The company is negotiating a separate gas sales agreement related to the
development of the Pailin field where gross reserves may exceed one trillion
cubic feet. Production from Pailin should start in 1998 at a gross rate of 150
million cubic feet per day and may peak at a rate of 250 million cubic feet per
day by 1999. Unocal's share in this field is 35 percent.
Unocal's future development plan in the Gulf of Thailand calls for
delineation and additional development of the eight fields operated by Unocal
under the existing gas sales contracts and the new Pailin field. For the next
four years, the company plans to drill nearly 380 wells and install 32
additional production platforms. Estimated gross capital expenditures over the
four year period are $1.0 billion ($632 million net for Unocal).
Natural gas demand in Thailand is expected to continue its active growth over
the next 10 to 15 years, providing a market for increased production from the
Gulf of Thailand.
Unocal's natural gas production in Thailand is sold under long-term
contracts. The contract prices are based on formulas that allow prices to
fluctuate with market prices. The company has typically supplied more natural
gas to PTT than is called for in the daily contract quantity provisions of its
sales contracts. In any event, the company's obligation to deliver gas to PTT
is limited to the available economic production from its properties in Thailand.
INDONESIA. Unocal operates seven producing oil and gas fields. Discoveries
and extensions have increased production to the highest levels in more than a
decade. Net production in 1995 averaged about 68,000 barrels of oil and 179
mmcf of natural gas per day.
During 1995, the Seguni field was discovered and is
expected to begin production early in 1996 from four wells at about 10,000
barrels of oil per day. The time from discovery to production is expected to be
significantly reduced at this field, due to an innovative early production
system. Further delination of this field is planned for 1996. In 1997, the
Santan field is expected to start production, and the company is also planning a
waterflood project in the Attaka field, which has already produced over 500
million barrels of crude oil.
5
<PAGE>
CANADA. Net crude oil production averaged 13,900 barrels per day in 1995,
down from 14,600 barrels per day in 1994. The decrease was due to natural
production declines in mature fields and the sale of the Kidney field.
Partially offsetting the decrease was the purchase of an additional working
interest in the Virginia Hills unit.
Unocal Canada operates the Aitken Creek natural gas storage facility in
Northern British Columbia and has a working interest of approximately 94
percent. During 1995, fixed-price seasonal contracts were negotiated and
resulted in the company receiving prices for winter sales which are currently
averaging 30 to 35 percent more than the spot market. The contracts
provide take-or-pay protection for the company.
NETHERLANDS. Daily gross oil production from Unocal's five offshore fields
averaged 14,000 barrels in 1995, up 6,100 barrels from 1994. Unocal holds an 80
percent working interest in all five fields. Gross natural gas production was
19 mmcf per day from two offshore gas fields. Unocal holds a 46 percent working
interest in both fields. The company is currently pursuing advice to assist in
the disposal of oil and gas interests in the Netherlands sector of the North
Sea.
UNITED KINGDOM. Gross production from the Heather field averaged 6,400
barrels of oil per day in 1995, down 15 percent from a year ago. The field is
approaching the end of its production life and the company expects to abandon
the field within the next few years. Unocal holds a 31.25 percent interest in
this field.
ZAIRE. Gross production from five fields averaged 19,600 barrels of oil per
day in 1995, compared with 18,100 barrels per day in 1994. Production from new
fault blocks accounted for the increase in production. Unocal holds a 17.7
percent interest in these fields.
In light of the changing political climates and relationships between
international oil companies and host governments in the foregoing countries and
other parts of the world, including changes in posted or tax-reference prices
for crude oil, increases in tax rates (sometimes retroactive) and demands for
increased participation in the ownership of operations, there could be changes
in the status of Unocal's exploration and production activities in these and
other foreign countries during the coming years.
6
<PAGE>
<TABLE>
<CAPTION>
OIL AND GAS ACREAGE
As of December 31, 1995
(thousands of acres)
------------------------------------------
Proved Acreage Prospective Acreage
----------------- ----------------------
Gross Net Gross Net
------ -------- ------------ -------
<S> <C> <C> <C> <C>
United States 1,197 815 1,562 1,218
Far East 417 257 11,754 6,930
Other Foreign 262 141 4,978 1,834
----- ----- ------ -----
Total 1,876 1,213 18,294 9,982
===== ===== ====== =====
</TABLE>
PRODUCIBLE OIL AND GAS WELLS
<TABLE>
<CAPTION>
As of December 31, 1995
-----------------------------------------
Oil Gas
----------------- ----------------------
Gross Net Gross Net
------ -------- ------------ -------
<S> <C> <C> <C> <C>
United States 5,514 3,740 1,827 881
Far East 221 155 398 295
Other Foreign 1,253 502 106 66
----- ----- ------ -----
Total 6,988 4,397 2,331 1,242
===== ===== ====== =====
</TABLE>
The company had 143 gross and 91 net producible wells with multiple
completions.
DRILLING IN PROGRESS
<TABLE>
<CAPTION>
As of December 31, 1995
-----------------------
Oil and Gas Wells
-----------------------
Gross Net
------- --------
<S> <C> <C>
United States 34 18
Far East 85 56
Other Foreign 5 2
----- ------
Total 124 76
===== ======
</TABLE>
The company had one waterflood project in process of installation at December
31, 1995.
NET OIL AND GAS WELLS COMPLETED AND DRY HOLES
<TABLE>
<CAPTION>
Productive Dry
------------------ ------------------
1995 1994 1993 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Exploratory
United States 15 7 9 11 10 11
Far East 7 9 4 7 3 3
Other Foreign 3 4 1 5 6 4
---- ---- ---- ---- ---- ----
Total 25 20 14 23 19 18
==== ==== ==== ==== ==== ====
Development
United States 113 137 164 5 2 7
Far East 38 50 60 - 4 4
Other Foreign 32 19 17 1 4 2
---- ---- ---- ---- ---- ----
Total 183 206 241 6 10 13
==== ==== ==== ==== ==== ====
</TABLE>
7
<PAGE>
REFINING, MARKETING AND TRANSPORTATION -- 76 PRODUCTS COMPANY
This business segment is principally responsible for the company's West Coast
petroleum refining operations, marketing and transportation of refined petroleum
products and the manufacturing and marketing of petroleum coke.
REFINING
The company owns three refineries in California that are operated by 76
Products Company, which carries out the company's refining and marketing
activities. The refineries manufacture a complete line of high-quality
petroleum products, including automotive gasoline, jet and turbine fuels,
kerosene, diesel oils, automotive and industrial lubricating oils and petroleum
coke. Green petroleum coke, a by-product of refining operations, is calcined for
use in aluminum production and other industrial applications. Green coke is also
used as a fuel. Calcining plants are located adjacent to the Santa Maria and San
Francisco refineries.
Rated capacities of crude oil processing units for the refineries are
summarized below:
<TABLE>
<CAPTION>
Refinery Barrels Per Day
- ---------------------------------------------------- ---------------
<S> <C>
Los Angeles-Wilmington and Carson plants 130,000
San Francisco 77,000
Santa Maria 44,000
</TABLE>
The Santa Maria refinery produces unfinished products for further processing
at the company's Los Angeles and San Francisco refineries.
Upgrades to the Los Angeles and San Francisco refineries are now complete
and higher valued products are being produced along with the new reformulated
gasolines (RFG) required by the California Air Resources Board. RFG must be sold
at the retail level by June 1, 1996. The major construction at the refineries
required to manufacture RFG was completed over a three-year period at a cost of
approximately $400 million, $50 million under budget.
The company's input to crude oil processing units and refinery production
data are shown below:
<TABLE>
<CAPTION>
Thousand barrels per day 1995 1994 1993
- -------------------------------------------------------------
<S> <C> <C> <C>
Input to crude oil processing units:
Crude oil 203 218 205
Other materials 10 13 12
---- ---- ----
Total 213 231 217
==== ==== ====
Refinery production:
Gasoline 110 115 113
Jet fuel, kerosene and heating oil 24 21 22
Diesel fuel 38 35 28
Other products (lubricants, gas 62 78 71
oils, etc.) ---- ---- ----
Total 234 249 234
==== ==== ====
</TABLE>
The decrease in refinery production in 1995 was primarily due to extended
scheduled maintenance at the refineries early in the year.
8
<PAGE>
MARKETING
The company markets gasoline and other refined petroleum products in the
western United States under the "Unocal 76" trade name. Gasoline is marketed,
directly or through marketers, to consumers at retail service stations, while
jet fuels, diesel fuel, lube oil and heavy fuel oil are marketed to commercial
users. A significant majority of retail outlets, including locations owned and
leased by the company, are operated by independent dealers. The retail outlets
also sell branded tires, batteries and other automobile accessories. Unocal
currently operates about five percent of the retail outlets and is working
toward operating between 20 to 25 percent.
Unocal's retail marketing covers six western states: California, Arizona,
Nevada, Hawaii, Washington and Oregon. The company has an approximate 13.6
percent market share in the greater Los Angeles metropolitan area, which is one
of the world's largest and most competitive regional gasoline markets. The West
Coast marketing network includes about 1,300 branded retail outlets (1,100 of
which are in California) and 13 proprietary terminals.
The company will continue to expand its marketing operations at retail
outlets with the addition of new businesses to certain existing locations, such
as FastBreak convenience stores, ProWash car washes, AutoPulse car maintenance
services and quick-service restaurants. The company is also working to increase
gasoline retail sales volumes by installing credit card readers at the
dispensers and reconfiguring the service islands. In February 1996, Unocal
entered into a strategic alliance with Fleetman, Inc. to market Fuelman Fleet
Cards and also signed a Memorandum of Understanding with Southern Counties Oil
Company/Cardlock Fuels System which could lead to joint construction,
development and operation of unattended commercial fueling facilities throughout
California. These agreements position the company as a leader in the West Coast
commercial fleet fuel business.
The company is actively pursuing joint ventures and alliances in order to
improve its standing in markets outside California and Hawaii. In October 1995,
Unocal and Circle K Corporation (Circle K), one of the nation's leading
convenience store operators, signed a branding/licensing agreement for more than
400 Circle K sites in the Phoenix and Tucson, Arizona markets. In addition,
Unocal expects to brand and supply 20 existing Circle K sites in Las Vegas,
Nevada and the two companies plan to co-develop new service stations/convenience
store sites in the Las Vegas area. In February 1996, Tosco Corporation, a
petroleum refiner and marketer, announced that it had entered into a merger
agreement with Circle K.
The company's sales volumes of refined products are as follows:
<TABLE>
<CAPTION>
Thousand barrels per day 1995 1994 1993
- -------------------------------------------------------------
<S> <C> <C> <C>
Gasoline 145 133 129
Jet fuel, kerosene and heating oil 35 30 27
Diesel fuel 45 37 32
Other products (lubricants, gas oils, 44 52 46
etc.) ---- ---- ----
Total 269 252 234
==== ==== ====
</TABLE>
The increase in 1995 refined product sales volumes compared with 1994 is
primarily related to the outside purchase and resale of refined products to
other than retail customers.
TRANSPORTATION
The 76 Products Company has various interests in West Coast pipelines,
through which crude oil production and purchases are transported to the
company's refineries or to selling locations.
At year-end 1995, the company's marine fleet consisted of one crude oil
tanker and two refined product tankers. The company also has an extensive fleet
of product tank trucks.
9
<PAGE>
GEOTHERMAL AND POWER OPERATIONS
This segment is involved in the exploration for and the production and sale
of geothermal resources for the generation of electricity. Unocal is the
world's largest supplier of geothermal energy for power generation, with major
operations in California, the Philippines and Indonesia. The production of
geothermal resources for power generation has been a core business for Unocal
for a quarter of a century. Unocal holds over 100 geothermal patents in five
countries. The company currently supplies geothermal energy for about 1,850
megawatts of installed generating capacity worldwide. Capital expenditures are
expected to more than double to $110 million in 1996, focusing on projects in
Indonesia.
In November 1994, Unocal signed amended agreements with PERTAMINA, the
Indonesian state energy company, and PLN, Indonesia's state utility, to develop
and produce the Gunung Salak geothermal resource and to build and operate three
new 55-megawatt electrical generating plants at the field on Java. These plants
in addition to a third new 55-megawatt plant being built by PLN are expected to
begin operation mid-1997. PLN operates two 55-megawatt electrical generating
power plants that began operation during late 1994. When fully operational, the
six electrical generating power plants will have a combined capacity of 330
megawatts (100 million barrels of oil equivalent over a project life of 30
years). The company will provide steam to all six of the Salak power plants and
sell the electricity generated by the three plants to PLN.
During 1995, in the Sarulla contract area on the island of Sumatra in
Indonesia, a discovery well was drilled that indicated a highly productive
geothermal resource. The slimhole well tested sufficient steam to fuel 23
megawatts of generating capacity. The company, which holds a 90 percent interest
in the contract area, is continuing additional resource delineation to confirm
commerciality of the field. Exploration of the 240,000-acre tract is being
conducted under a 1993 contract signed with PERTAMINA, Indonesia's state oil and
gas company. The contract calls for Unocal to explore for, appraise and develop
geothermal resources of up to 1,000 megawatts (315 million barrels of oil
equivalent over a project life of 30 years). If further drilling confirms the
existence of commercially exploitable resources, Unocal will also build and
operate power plants with the first of these scheduled to begin power
generation in 1999 under an energy sales contract with PLN. The company expects
to conduct additional exploration work at Sarulla.
Unocal has been involved in the exploration and development of geothermal
resources in the Philippines since 1971. The company operates the Tiwi and Mak-
Ban geothermal fields which commenced production in 1979. In 1995, the
Philippine National Power Corporation (NPC) selected Unocal as a strategic
partner in NPC's privatization efforts. The company will participate in the
rehabilitation of the 330-megawatt Tiwi and 330-megawatt Mak-Ban power plants.
Unocal expects to participate in the ownership and operation of both the
geothermal resource and power plants.
Unocal has operated The Geysers, a dry-steam reservoir in Northern
California, since 1967. The geothermal steam produced is purchased by a public
utility for power generation. In 1996, the company is scheduled to begin a
project to inject waste water from municipal treatment plants to recharge the
reservoir. This injection project should increase the productivity and extend
the life of this mature steam field.
Below are geothermal reserves and operating data:
<TABLE>
<CAPTION>
1995 1994 1993
------------------------------
<S> <C> <C> <C>
Net proved geothermal reserves at year end:
- billion kilowatt-hours 144 143 125
- million equivalent oil barrels 216 215 188
Net daily production
- million kilowatt-hours 16 21 20
- thousand equivalent oil barrels 24 31 30
Net geothermal lands in acres
- proved 20,240 20,240 20,249
- prospective 457,380 457,380 457,943
Net producible geothermal wells 260 261 266
</TABLE>
The lower net daily production in 1995 was due to seven months of
discretionary curtailments at The Geysers by the public utility due to an
abundant supply of low cost hydro-power available from record rainfalls and
depressed natural gas prices. Steam production was lower in the Philippines due
primarily to damage to the Tiwi facilities caused by a November typhoon.
Increased production from Indonesian operations partially offset these
decreases.
10
<PAGE>
The present value of future net cash flows from proven geothermal reserves at
year-end 1995 was $555 million. The net future cash flows are based on
estimated future revenues less future development and production costs and
income taxes. A 10 percent discount factor was used in calculating the present
value. Estimated future revenues are based on estimated generation of
electricity from proved reserves from existing and new facilities under
development and on actual prices for geothermal steam pursuant to long-term
service and energy sales contracts at year-end. Development and production
costs related to future production are based on year-end cost levels and assume
continuation of existing economic conditions. Income tax is computed by
applying the appropriate year-end statutory tax rates to pretax future cash
flows less recovery of the tax basis of proved properties, and reduced by
applicable tax credits.
The company cautions readers that the data on the present value of future net
cash flows of geothermal reserves are based on many subjective judgments and
assumptions. Different, but equally valid, assumptions and judgments could lead
to significantly different results. Additionally, estimates of physical
quantities of geothermal reserves, power plant efficiency factors, minimum
contract purchase quantities, future rates of production and related prices and
costs for such production are subject to extensive revisions and a high degree
of variability as a result of economic and political changes. Any subsequent
price changes will alter the results and the indicated present value of
geothermal reserves.
DIVERSIFIED BUSINESSES
AGRICULTURAL PRODUCTS
The Agricultural Products business unit manufactures and markets nitrogen-
based fertilizers for wholesale markets to the western United States and to the
Pacific Rim.
Unocal's largest fertilizer manufacturing facility, located in Kenai, Alaska,
produces ammonia and urea for agricultural applications using natural gas as
feedstock. The natural gas comes primarily from nearby Unocal-operated fields.
This manufacturing operation is supported by a system of West Coast terminals
and product upgrading plants in Kennewick, Washington and West Sacramento,
California.
In 1995, Agricultural Products benefited from significant increases in
ammonia and urea products sales prices primarily due to high demand in
international markets. This was partially offset by higher manufacturing costs
due to start-up expenses associated with an ammonia plant located in Finley,
Washington. Plant improvements were completed and production began in
December 1995. Production from the Finley plant is targeted for domestic
markets which will allow more of the Kenai, Alaska facility's marketable
production of ammonia and urea to target international markets.
CARBON AND MINERALS
The Carbon and Minerals business unit produces and markets petroleum coke
(outside the West Coast), graphites, solvents, and specialty minerals.
Green petroleum coke, a by-product of refining operations, is calcined for
use in aluminum production and other industrial applications. Green coke is
also sold in the United States and overseas as fuel. A calcining plant is
located adjacent to The UNO-VEN Company's (UNO-VEN) Chicago Refinery.
The Needle Coker Company, a joint venture equally owned by Unocal and UNO-
VEN, produces calcined needle coke at facilities also adjacent to UNO-VEN's
Chicago Refinery. Needle coke is a high quality petroleum coke used to make
graphite electrodes for the production of steel in electric arc furnaces.
Through its wholly owned subsidiary, Poco Graphite, Inc., the company
manufactures premium graphite materials for use in electrodes, semiconductors,
biomedical products and other advanced technologies. The subsidiary experienced
its ninth consecutive year of sales growth.
Unocal's mineral operations are carried out by Molycorp, Inc., a wholly owned
subsidiary, which mines, processes and markets lanthanides. It operates a
lanthanide mine and mill and a chemical plant at Mountain
11
<PAGE>
Pass, California. Lanthanides have a variety of applications in industrial and
electronic products, including high-strength magnets, television phosphors, and
automobile and refining catalysts. Lanthanide markets have become highly
competitive over the past 10 years with the entry of suppliers from China, Japan
and Eastern Europe. Molycorp continued to focus its production on cerium, the
demand for which is growing for use in automobile catalytic converters,
polishing powders and glass to help filter ultraviolet radiation.
Molycorp also owns an approximate 45 percent interest in Companhia Brasileira
de Metalurgia e Mineracao, a Brazilian company which is the world's largest
niobium producer. Niobium is used as a hardening agent in steel.
Molycorp, in response to increased molybdenum demand and prices, is expected
to resume operations in late 1996 at its molybdenum mine and mill in Questa, New
Mexico. After being idle for approximately ten years, this mine is expected to
produce about 14 million pounds per year of molybdenum when it reaches full
production. Molybdenum is used in the production of stainless and alloy steels,
nonferrous alloys, pigments, lubricants and catalysts.
PIPELINES
Pipelines principally includes the company's equity interests in petroleum
pipeline companies in undivided interest systems and wholly owned pipeline
systems throughout the United States, other than California. As of December 31,
1995, Unocal had interests in more than 7,200 miles of refined product pipelines
and 6,500 miles of crude oil pipelines through these investments.
Included in Unocal's pipeline investments are: 1) the Colonial Pipeline
Company in which the company holds a 20.75 percent equity interest. The
Colonial Pipeline system runs from Texas to New Jersey and transports a
significant portion of all petroleum products consumed in its 13-state market
area; and 2) the Unocal Pipeline Company, a wholly owned subsidiary of Unocal,
holds a 1.36 percent participation interest in the TransAlaska Pipeline System
(TAPS) which transports crude oil from the North Slope of Alaska to the port of
Valdez in Alaska. In 1995, TAPS oil throughput averaged 1.6 million barrels per
day, of which Unocal's share was approximately 22,000 barrels per day.
In February 1996, Unocal sold its 15 percent interest in the Platte Pipeline
Company, which owns 1,282 miles of crude oil pipeline.
OTHER OPERATIONS
Unocal's real estate activities include the development and sale of certain
real estate assets for industrial, commercial and residential purposes.
Unocal, through a subsidiary, owns a 50 percent interest in UNO-VEN, which
owns and operates a refinery near Chicago, Illinois, 11 product terminals, two
lubricant terminals and a lube oil blending and packaging plant. UNO-VEN has a
long-term crude oil supply agreement with a subsidiary of Petroleos de
Venezuela, S.A. (PDVSA), which provides 135,000 barrels per day of crude oil as
feedstock for the refinery through the year 2009. The purchase prices of the
crude oil are tied to refined product prices at the time of delivery. While this
arrangement limits UNO-VEN's refining margins, it has provided UNO-VEN with
earnings stability. All products produced from its refinery operations are
marketed under the "76" trade name. UNO-VEN supplies, directly or through
jobbers and marketers, approximately 2,500 service stations. UNO-VEN's wholesale
marketing and bulk distribution network consists of 250 terminals.
UNO-VEN is an Illinois general partnership. The managing general partners,
each with a 50 percent interest, are Midwest 76, Inc., a subsidiary of Union
Oil, and a subsidiary of PDV America Corp., (Petroleos de Venezuela America
Corp.). PDV America Corp. is a wholly owned indirect subsidiary of PDVSA.
12
<PAGE>
COMPETITION
The energy industry is highly competitive. Unocal competes with numerous
companies in all phases of its petroleum operations. The company competes with
other producers and marketers of non-petroleum energy.
Competition for finding, developing and producing oil and gas resources
occurs in bidding for domestic prospective leases or foreign exploration rights,
acquisition of geological, geophysical and engineering knowledge, and the cost-
efficient development and production of proved oil and gas reserves. The future
availability of prospective domestic leases is subject to competing land uses
and federal, state and local statutes and policies. The company's geothermal
and power operations are in competition with producers of other energy
resources.
Competition also exists in the manufacture, distribution and marketing of
petroleum products. In the refining segment, the ability to produce high-value
products at a competitive cost, while meeting regulatory standards, is of
primary importance. On the marketing side, price, customer service, advertising
and new product development are the major factors affecting competition. In the
Agricultural Products business, the key competitive factors for the company's
fertilizer products are prices, cost and availability of natural gas and other
raw materials.
EMPLOYEES
As of December 31, 1995, Unocal had 12,509 employees compared to 13,127 a
year ago. The decrease principally reflects the impact of business divestments
and a two-year restructuring program. Of the total employees, 2,176 were
represented by various labor unions.
Collective bargaining agreements covering represented employees at Unocal's
refineries and various other facilities were entered into during 1996. Most of
these new labor agreements are for three-year terms. See page 67 of this report
for information on total payroll and employee benefits costs.
GOVERNMENT REGULATION
Certain interstate crude oil pipeline subsidiaries of Unocal are regulated
(as common carriers) by the Federal Energy Regulatory Commission (FERC). As a
lessee from the United States government, Unocal is subject to Department of the
Interior regulations covering activities onshore and on the Outer Continental
Shelf (OCS). In addition, state regulations impose strict controls on both
state-owned and privately-owned lands.
Some federal and state bills would, if enacted, significantly and adversely
affect Unocal and the petroleum industry. These include the imposition of
additional taxes, land use controls, prohibitions against operating in certain
foreign countries and restrictions on development.
Regulations promulgated by the Environmental Protection Agency (EPA), the
Department of the Interior, the Department of Energy, the State Department, the
Department of Commerce and other government agencies are complex and subject to
change. New regulations may be adopted. The company cannot predict how
existing regulations may be interpreted by enforcement agencies or court
rulings, whether amendments or additional regulations will be adopted, or what
effect such changes may have on its business or financial condition.
ENVIRONMENTAL REGULATION
Federal, state and local laws and provisions regulating the discharge of
materials into the environment or otherwise relating to environmental protection
have a continuing impact on the company's operations. Significant federal
legislation applicable to the company's operations includes the following: the
Clean Water Act, as amended in 1977; the Clean Air Act, as amended in 1977 and
1990; the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act of 1976, as amended in 1984; the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended in 1986; the Toxic
Substances Control Act of 1976, as amended in 1986; and the Oil Pollution Act of
1990. Various state and local governments have adopted or are considering the
adoption of similar laws and regulations.
13
<PAGE>
The California Air Resources Board and the federal government have both
adopted new standards for gasoline. The Federal Clean Air Act Amendments of
1990 required the manufacture and sale of reformulated gasolines in areas not
meeting specified air quality standards commencing January 1, 1995. These
requirements apply to the nine areas which have the worst ozone pollution,
including Los Angeles and San Diego. The California Air Resources Board has
established stricter standards than those imposed by the federal rules. These
standards for reformulated gasolines are to become effective for fuel production
at refineries commencing March 1, 1996 and for retail sales commencing on June
1, 1996. Modifications to the company's refineries to meet these regulatory
standards were performed between 1993 and 1995 at a cost of approximately $400
million.
The Air Quality Management Plan for the Los Angeles Basin, as adopted, and
the Clean Air Act Amendments could, by the year 2000, significantly and
adversely affect all of the company's petroleum operations in the Los Angeles
area, including its refining operations located near the Los Angeles harbor and
in Carson. The company believes it can continue to meet the requirements of
existing laws and regulations, although changes in operating procedures and the
acquisition of additional pollution control facilities may be necessary to meet
future regulatory standards.
The company has been a party to a number of administrative and judicial
proceedings under federal, state and local provisions relating to environmental
protection. These proceedings include actions for civil penalties or fines for
alleged environmental violations, permit proceedings including hearing requests
into the issuance or modification of National Pollution Discharge Elimination
System (NPDES) permits, requests for temporary variances from air pollution
regulations for refinery operations, and similar matters. The company has also
joined or intervened with the American Petroleum Institute, the Western States
Petroleum Association and with other oil companies in actions relating to
guidelines and proposed and final regulations of the EPA, the Department of the
Interior and other agencies.
For information regarding the company's environmental-related capital
expenditures and charges to earnings and possibe future environmental exposure,
see Legal Proceedings below and the Environmental Matters section of
Management's Discussion and Analysis on pages 25 through 27 of this report.
ITEM 3 - LEGAL PROCEEDINGS
There is incorporated by reference the information regarding environmental
remediation reserves in Note 17 to the consolidated financial statements on page
50, the discussion thereof in the Environmental Matters section of Management's
Discussion and Analysis, on pages 25 through 27 and the information regarding
contingent liabilities in Note 18 to the consolidated financial statements on
pages 50 and 51 of this report.
(1) The matter previously reported regarding claimed violations concerning
hazardous waste management at the company's Parachute Creek Oil Shale
facility in Colorado has been settled.
(2) The matters previously reported regarding claimed NPDES permit violations
in Cook Inlet have been settled. The company paid $140,000 to EPA;
$499,000 to Greenpeace; and $36,524 to the Trustees for the State of
Alaska.
14
<PAGE>
(3) The matter previously reported regarding the complaint filed by the Ventura
County District Attorney for several alleged violations related to
discharges of crude oil into state waters has been settled for a total
payment of $27,000.
(4) In December 1994, the company received notice of alleged violations from
the EPA, Region IX, relating to New Source Performance Standards at its Los
Angeles Refinery - Carson Plant. Civil penalties in excess of $100,000
could be imposed. Proceedings and negotiations are continuing.
(5) In the litigation previously reported as Forty-Niner Truck Plaza Inc., et
--------------------------------
al. v. Unocal Corporation, et al. in Superior Court for Sacramento County,
-------------------------------
the trial court granted the company's motion for a new trial. That order is
now on appeal. This matter does not appear to have a potentially material
effect on the company's financial condition or results of operations, and
no further reports will be made.
(6) On April 13, 1995, Atlantic Richfield Company, Chevron U.S.A., Inc., Exxon
Corporation, Mobil Oil Corporation, Shell Oil Products Company and Texaco
Refining and Marketing, Inc. filed a lawsuit against the company regarding
U.S. Letters Patent No. 5,288,393 issued to the company in 1994 and
covering several patent claims for the composition of reformulated
gasoline. (Atlantic Richfield Company, et al. v. Unocal Corporation, et
------------------------------------------------------------
al., U.S.D.C., C.D. California, No. CV-95-2379-RG). The plaintiffs allege
----
that the company's patent is invalid and unenforceable, and they seek
declaratory relief for equitable estoppel and an injunction against
enforcement. The company has filed its answer as well as a counterclaim
for patent infringement, lost royalties and further injunctive relief.
Discovery and pretrial proceedings are continuing.
(7) Between August 22 and September 6, 1994, a chemical known as "Catacarb" was
released into the environment at the company's San Francisco Refinery near
Rodeo, California. Persons in the surrounding area have claimed that they
were exposed to the chemical in varying degrees. Since September 22, 1994,
42 lawsuits have been filed by or on behalf of all persons, alleged
to be several thousand, claiming that they or their property were adversely
affected by the releases. Thirty-nine of the lawsuits have been
consolidated in the Superior Court for Contra Costa County under the
caption In Re Unocal Refinery Litigation (Santos, et al. v. Unocal
----------------------------------------------------------
Corporation), Case No. 94-04141. The First Amended Model Complaint in this
------------
consolidated action, filed on February 1, 1996, on behalf of individual
plaintiffs and purported classes of plaintiffs, alleges personal injury,
emotional distress, and increased risk of future illness on behalf of the
named plaintiffs and all persons present in and around or downwind from the
San Francisco Refinery, and property damage and loss or diminution of
property value on behalf of all owners of real and personal property in the
vicinity of the Refinery, resulting from the release of Catacarb by the
Refinery. Certain individual plaintiffs allege injury from alleged
subsequent releases at the Refinery of hydrogen sulfide and other
chemicals. The Model Complaint seeks compensatory and punitive damages in
unspecified amounts, equitable relief including the creation of a fund for
medical monitoring and treatment of plaintiffs and members of the purported
classes, statutory penalties and other relief.
The company is also presently in discussions with the EPA to settle an
administrative Complaint issued on November 28, 1995, seeking approximately
$490,000 in civil penalties for failure to report timely the Catacarb
release and a subsequent release of hydrogen sulfide. All state civil and
criminal governmental investigations, claims and charges have been settled.
(8) Citizens for a Better Environment, et al. v. Union Oil Company of
-----------------------------------------------------------------
California, No. C94-0712, U.S. D.C., N.D. California, filed on March 2,
----------
1994, alleges that as of February 28, 1994, the company's San Francisco
Refinery was in violation of the selenium limit in its NPDES permit. The
company denies that any violations have occurred. By a prior Cease and
Desist Order issued after notice and hearing, the permitting agency, the
California Regional Water Quality Control Board, deferred to July 1998, the
effective date of the selenium limitation in question. The company's motion
to dismiss the Citizens action was denied by the trial court. The
--------
company believes that the court's ruling is in error and that it conflicts
15
<PAGE>
with precedent from two different federal circuits. The Ninth Circuit
Court of Appeals has accepted the appeal of the trial court decision. That
appeal is now pending and oral arguments are scheduled for April 8, 1996.
(9) In September 1994, the California Regional Water Quality Control Board
issued a Cleanup or Abatement Order relating to prior underground petroleum
leaks along Front Street and vicinity in the town of Avila Beach,
California. In October 1994, the company initiated an administrative
appeal proceeding and a related civil suit in the Superior Court for San
Luis Obispo County for declaratory and injunctive relief and writ of
mandate with respect to the soil and shallow ground water standard to be
applied to the remediation. The company has been working with local
agencies and property owners for several years regarding the hydrocarbon
presence in this location. Various related civil suits have been filed or
threatened.
(10) On March 23, 1994, a civil suit seeking various forms of penalties,
restitution and remediation regarding contamination at the Guadalupe oil
field was filed against the company by the California Attorney General on
behalf of the Department of Fish and Game, the Regional Water Quality
Control Board and the Department of Toxic Substances Control (People v.
---------
Union Oil Company of California, Superior Court for San Luis Obispo County,
--------------------------------
Civil No. 75194). The complaint alleges several categories of violations,
namely, discharge into marine and state waters, failure to report
discharge, destruction of natural resources, failure to warn, exposure
to known carcinogens, public nuisance, unauthorized disposal of hazardous
waste, and labeling violations for "recycled" diluent material. Injunctive
relief and civil penalties are demanded for the various claimed violations,
as well as prejudgment and postjudgment interest, costs and reasonable
attorney fees. Several related follow-on private civil actions have been
filed, including a purported class action, or threatened, each seeking
damages and various other forms of relief similar to those sought by the
Attorney General.
Trial settings have been vacated on motion of the California Attorney
General. The next status conference is scheduled for July 19, 1996.
(11) In September 1994, the U.S. Minerals Management Service (MMS) issued an
administrative compliance order assessing the company approximately $21
million in royalty fees and interest associated with FERC Order No. 94.
The company is presently negotiating with the MMS for a settlement of
outstanding issues which could include this MMS assessment.
(12) In June 1994, the EPA filed an administrative complaint against the company
seeking $252,000 in civil penalties for alleged late filing of certain
reports regarding gas processing plant inventories under the Toxic
Substances Control Act (TSCA) Inventory Update Rule. The company notified
the EPA that no reports for the gas processing facilities had been filed in
1991. Reports, due every four years, were filed in March 1994. No public
safety or environmental harm could be associated with these delayed reports
or any alleged technical violation of the reporting rules, even if the
rules are applicable. The Gas Processors Association has urged an amnesty
for past alleged violations and is seeking EPA clarification of application
of these rules to natural gas streams for the next TSCA Inventory Update
due later this year. The company has appealed this complaint.
(13) On February 9, 1996, Bridas Corporation filed a petition in the District
Court of Fort Bend County, Texas alleging that the company and other
defendants conspired to and did tortiously interfere with certain
agreements and prospective business relations between Bridas and the
government of Turkmenistan (Bridas Corporation v. Unocal Corporation,
-----------------------------------------
et al., Case No. 94144, 268th Judicial District). The Plaintiff alleges
------
that as a result of the defendants' conduct, it has lost the ability to
timely and reasonably develop, produce, transport, export and sell its
interest in the Yashlar area of Turkmenistan, an area that includes the
Yashlar field. The plaintiff also claims it has lost the opportunity to
participate in a Turkmenistan-Pakistan pipeline project. The plaintiff
seeks unspecified actual damages as well as punitive damages, plus interest
at the highest lawful rate. On March 11, 1996, the defendants filed a
notice of removal of the case to U.S. District Court, Southern District of
Texas, Houston Division (Civ. No. H-906-0824).
16
<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE.
EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below are the executive officers of Unocal Corporation as of March 1,
1996.
<TABLE>
<CAPTION>
NAME, AGE AND PRESENT
POSITION WITH UNOCAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ---------------------------------------------------------------------------------
<S> <C>
ROGER C. BEACH, 59 Mr. Beach has been Chairman of the Board
Chairman and Chief Executive of Directors since April 1995 and Chief
Officer Executive Officer since 1994. He heads the
Director since 1988 Office of the Chief Executive Officer, formed in
Chairman of Management and 1994. He served as President and Chief
Executive Committees Operating Officer from 1992 to 1994. Mr. Beach
was President of the Unocal Refining &
Marketing Division from 1986 to 1992 and from
1987 to 1992 also served as Senior Vice
President.
- ---------------------------------------------------------------------------------
JOHN F. IMLE, JR., 55 Mr. Imle has been President since 1994.
President He directs the company's growth activities and
Director since 1988 Planning Department from the Office of the
Member of Management Chief Executive Officer. From 1992 to 1994 he
Committee served as Executive Vice President and
President of the Energy Resources Division,
which encompassed the company's worldwide oil,
gas and geothermal businesses. Mr. Imle was
Senior Vice President from 1988 until his
appointment as Executive Vice President.
- ---------------------------------------------------------------------------------
NEAL E. SCHMALE, 49 Mr. Schmale has been Chief Financial Officer
Chief Financial Officer since 1994, when he joined the Office of the
Director since 1991 Chief Executive Officer. He served as Senior
Member of Management Vice President of the company from 1988 to
Committee 1994. Mr. Schmale was President of the
Petroleum Products & Chemicals Division (which
encompassed refining, marketing, chemicals and
minerals operations) from 1992 to 1994. He was
President of the Unocal Chemicals & Minerals
Division from 1991 to 1992.
- ---------------------------------------------------------------------------------
LAWRENCE M. HIGBY, 50 Mr. Higby has been a Group Vice President and
Group Vice President and President of the company's 76 Products Company
President, 76 Products business segment since 1994. From 1992 to 1994,
Company he was Executive Vice President, Marketing for
the Los Angeles Times and Chairman for the
Orange County Edition. In 1991, he was Senior
Vice President, Consumer Marketing for the Los
Angeles Times and President of the Orange County
Edition. Prior to 1991, he was Senior Vice
President for Marketing, Programming and Sales
for Times Mirror Cable Television.
- ---------------------------------------------------------------------------------
JOHN W. SCHANCK, 44 Mr. Schanck has been Group Vice President, Oil
Group Vice President, Oil and Gas Operations, since 1994. From 1992 to
and Gas Operations 1994, he was Vice President, Worldwide
Exploration, of the Energy Resources Division.
From 1989 through 1991, he was President of
Unocal Canada Limited.
- ---------------------------------------------------------------------------------
DENNIS P.R. CODON, 47 Mr. Codon has been Vice President, General
Vice President, General Counsel and Chief Legal Officer since 1992.
Counsel, He has been Corporate Secretary since 1990.
Chief Legal Officer, and He served as Deputy General Counsel in 1990
Corporate and various other positions in the Law
Secretary Department prior thereto.
- ---------------------------------------------------------------------------------
CHARLES S. McDOWELL, 54 Mr. McDowell has been a Vice President since
Vice President and 1991 and Comptroller since 1986.
Comptroller
</TABLE>
The bylaws of the company provide that each executive officer shall hold
office until the annual organizational meeting of the Board of Directors held
June 3, 1996 and until his successor shall be elected and qualified, unless he
shall resign or shall be removed or otherwise disqualified to serve.
17
<PAGE>
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
<TABLE>
<CAPTION>
1995 Quarters 1994 Quarters
----------------------------------- -----------------------------------
1st 2nd 3rd 4th 1st 2nd 3rd 4th
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Market price per common share - high $29-1/8 $30-1/8 $30-1/2 $29-7/8 $ 30 $29-5/8 $30-3/4 $29-7/8
- low 25-1/4 27-5/8 26-7/8 24-3/4 24-7/8 24-3/8 26-5/8 25-5/8
Cash dividends paid per common share .20 .20 .20 .20 .20 .20 .20 .20
------------------------------------------------------------------------------------------------------------------------
</TABLE>
Prices in the foregoing table are from the New York Stock Exchange Composite
Transactions listing. On March 15, 1996, the high price per share was $32 and
the low price per share was $31-5/8.
Unocal common stock is listed for trading on the New York, Pacific and
Chicago Stock Exchanges in the United States, on the Stock Exchange of Singapore
and on the Basel, Geneva and Zurich Stock Exchanges in Switzerland.
As of March 15, 1996, the approximate number of holders of record of Unocal
common stock was 35,051 and the number of shares outstanding was 247,860,562.
Unocal's quarterly dividend declared has been $.20 per common share since the
third quarter of 1993. The previous quarterly dividend rate was $.175 per share
since the third quarter of 1989. The company has paid a quarterly dividend for
80 consecutive years.
ITEM 6 - SELECTED FINANCIAL DATA - SEE PAGE 67
18
<PAGE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
<TABLE>
<CAPTION>
CONSOLIDATED RESULTS
<S> <C> <C> <C>
Millions of Dollars 1995 1994 1993
- ------------------------------------------------------------------
Net earnings excluding special items: $ 297 $ 300 $ 347
Special items:
Cumulative effect of accounting changes - (277) (130)
Impairment of long-lived assets (SFAS (53) - -
No. 121)
Litigation (37) (43) (30)
Environmental remediation provisions (26) (99) (10)
Write-downs of assets (12) (44) (12)
Asset sales 71 8 66
Provision for abandonment and
remediation of the Guadalupe oil field - (16) -
Restructuring costs - (15) -
Other 20 33 (18)
-----------------------------------------------------------------
Net earnings (loss) including
special items $ 260 $(153) $ 213
--------------------------
</TABLE>
The 1995 earnings excluding special items reflected lower margins for refined
petroleum products due primarily to lower refinery production, lower worldwide
crude oil production, lower average sales prices for natural gas and lower
geothermal steam production. Partially offsetting these negative factors were
higher worldwide average crude oil sales prices and higher average sales prices
for agricultural products.
Comparing the 1994 operating results with 1993, the reduction in earnings
reflected the adverse effects of lower average crude oil and natural gas prices
and lower margins in West Coast refining and marketing operations. These
negative factors were partially offset by higher natural gas production, higher
foreign crude oil production, stronger agricultural products earnings, and lower
domestic oil and gas operating and depreciation expenses.
In the above special items table, the Other category for 1995 included
benefits of $34 million from a bankruptcy settlement with Columbia Gas
Transmission Corporation (Columbia settlement) and $18 million from a settlement
to recover lease bonus and rentals relating to Outer Continental Shelf leases
offshore Florida and Alaska (OCS Settlement). Partially offsetting these
benefits were charges of $18 million for a deferred tax adjustment and $14
million for a receivable write-down. For 1994, the amount included a $24
million gain from the settlement of a lawsuit against Mesa Petroleum and a $9
million benefit related to the cancellation of the lease on the Unocal
headquarters building in downtown Los Angeles. For 1993, the amount included a
$14 million charge for the effect of the federal tax rate change on deferred
taxes and a $4 million provision for the closure of the company's credit card
center.
REVENUES
Consolidated revenues in 1995 were $8.4 billion, up $460 million from year-
end 1994 and up $81 million from 1993. The increase from 1994 was primarily due
to higher petroleum product sales volumes, agricultural products average sales
prices and gains on sales of assets. The decrease in 1994 from 1993 was mainly
due to lower refined product prices and volumes.
COSTS AND OTHER DEDUCTIONS
Adjusted to exclude special items, crude oil and product purchases, operating
expense, and selling, administrative and general expense totaled $5.3 billion in
1995, compared with $5.0 billion in 1994 and $5.3 billion in 1993. The increase
in 1995 was primarily due to increased expense for crude oil and product
purchases resulting from higher average crude oil prices and increased purchases
of refined products for resale due to extended maintenance activities at the
refineries.
19
<PAGE>
The higher depreciation, depletion and amortization expense in 1995 was due
to an $87 million charge resulting from the adoption of Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of," as described in Note
2 to the consolidated financial statements.
The company's interest expense increased in 1995 due primarily to higher
debt.
OIL AND GAS EXPLORATION AND PRODUCTION
This segment is engaged in the exploration for, and the production and
marketing of crude oil, condensate, natural gas and natural gas liquids.
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- ------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings excluding special items $ 395 $ 406 $ 422
Special items:
Columbia and OCS settlements 52 - -
Asset sales 35 3 23
Impairment of long-lived assets (SFAS (53) - -
No. 121)
Write-downs of assets (8) (15) -
Provision for abandonment and
remediation of the Guadalupe oil field - (16) -
Other - - (8)
-----------------------------------------------------------------
Net earnings including special items $ 421 $ 378 $ 437
========================
</TABLE>
The 1995 earnings excluding special items reflected lower worldwide crude oil
production and lower average domestic natural gas sales prices. Worldwide crude
oil production in 1995 averaged 240,400 barrels per day, down from 259,800 in
1994 and 246,000 in 1993. The decrease was mainly due to natural production
declines and the sale of nonstrategic domestic properties. The company's average
domestic sales price for natural gas was $1.56 per thousand cubic feet, down
from $1.78 in 1994 and $1.97 in 1993.
Positive factors in 1995 were higher average worldwide crude oil sales
prices, lower effective foreign income tax rates and lower domestic operating
expense. Unocal's average worldwide sales price for crude oil was $15.40 per
barrel in 1995, up from $13.63 in 1994 and $14.21 in 1993. The decrease in
domestic operating expense was primarily due to sales of nonstrategic domestic
properties and cost reductions. In 1995, the company reduced its worldwide
average production costs per barrel of oil equivalent to $2.94, compared with
$3.00 for 1994 and $3.40 for 1993. Domestic natural gas production averaged
1,103 million cubic feet per day in 1995, up from 1,095 in 1994 and 952 in 1993.
The accelerated development program initiated in 1993, primarily in the Gulf of
Mexico, has allowed Unocal to keep its domestic natural gas production stable
despite the continuing sales of oil and gas properties.
Comparing the adjusted 1994 results with 1993, the decrease reflected lower
worldwide natural gas and crude oil sales prices and lower domestic crude oil
production. The decrease in production was mainly due to asset sales and natural
declines. Positive factors in 1994 were higher natural gas production, higher
foreign crude oil production and lower domestic operating expense. The increase
in foreign crude oil production was due to new production in Indonesia and the
Netherlands. The 1994 results also benefited from a $38 million reduction in
depreciation and depletion expense as a result of the change in accounting
policy for recognizing the reduction in value of the company's producing
properties, as described in Note 2. The pro forma effect of this accounting
change on 1993 results would have been an increase in net earnings of $31
million.
REFINING, MARKETING AND TRANSPORTATION -- 76 PRODUCTS COMPANY
This business segment is principally responsible for the company's West Coast
petroleum refining operations, marketing and transportation of refined petroleum
products, and the manufacturing and marketing of petroleum coke.
20
<PAGE>
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- -----------------------------------------------------------------
<S> <C> <C> <C>
Net earnings excluding special items $ 10 $ 37 $ 92
Special items:
Asset sales 1 1 -
Write-downs of assets - (20) (10)
Litigation - (2) -
Environmental remediation provision - (2) -
Federal tax rate change - - (7)
Closing of the credit card center - - (4)
----------------------------------------------------------------
Net earnings including special items $ 11 $ 14 $ 71
======================
</TABLE>
The lower 1995 earnings excluding special items reflected lower refined
product margins and lower refinery production volumes due to extended
maintenance and modification activities early in the year. These negative
factors were partially offset by California business tax credits of $18 million
(net of federal tax effect) related to refinery modifications to produce
reformulated fuels and by lower operating and selling expenses.
Petroleum product sales volumes were 269,000 barrels per day in 1995, up from
252,000 barrels per day in 1994. Due to scheduled refinery maintenance in
1995, the increased sales volumes and lower margins were principally related to
the outside purchase and resale of refined petroleum products to other than
retail customers.
Comparing 1994 results with 1993, the decrease was principally due to lower
margins resulting from weak selling prices for refined products, which were
partially offset by lower crude oil and product purchase costs.
GEOTHERMAL AND POWER OPERATIONS
This segment is involved in the exploration for, and the production and sale
of geothermal resources for the generation of electricity.
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- ----------------------------------------------------------------
<S> <C> <C> <C>
Net earnings excluding special items $ 19 $ 32 $ 21
Special items:
Asset sales 7 - 6
Federal tax rate change - - (1)
- ----------------------------------------------------------------
Net earnings including special items $ 26 $ 32 $ 26
======================
</TABLE>
The decreased 1995 earnings excluding special items resulted from lower steam
production and prices at The Geysers in Northern California and lower steam
production in the Philippines primarily due to damage to the Tiwi facilities
caused by a November typhoon. The lower production at The Geysers was due to
seven months of discretionary curtailments by the public utility company that
purchases the steam to generate electricity. The curtailments were the product
of abundant supplies of inexpensive hydro-power available from record rainfall
in the western U.S. and depressed natural gas prices. These negative factors
were partially offset by increased production and prices for Indonesian
operations. The increased production resulted from a full year of supplying
steam from the Gunung Salak field to power two 55-megawatt power plants that
began commercial operation during the third quarter of 1994. The power plants
are located on the island of Java and are operated by Indonesia's state utility
company.
Comparing the 1994 operating results with 1993, the increase reflected higher
domestic earnings, primarily due to reduced depreciation expense at The Geysers,
and the start-up of Indonesian operations.
DIVERSIFIED BUSINESSES
Agricultural Products manufactures and markets nitrogen-based fertilizers for
wholesale markets to the western United States and to the Pacific Rim. Carbon
and Minerals produces and markets petroleum coke (other than on the West Coast),
graphites, solvents and specialty minerals. Pipelines principally includes the
company's equity interests in affiliated pipeline companies. Other includes the
development and sale of real estate assets and the company's equity interest in
The UNO-VEN Company, a refining and marketing partnership in the midwestern
United States.
21
<PAGE>
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- ----------------------------------------------------------------
<S> <C> <C> <C>
Net earnings excluding special items
Agricultural Products $ 70 $ 27 $ 19
Carbon and Minerals 52 42 29
Pipelines 66 56 52
Other 6 14 18
- ----------------------------------------------------------------
Total $ 194 $ 139 $ 118
Special items:
Agricultural Products 4 2 (1)
Pipelines - - 2
Other 1 - (2)
- ----------------------------------------------------------------
Net earnings including special items $ 199 $ 141 $ 117
=====================
</TABLE>
In 1995, Agricultural Products continued to benefit from significant
increases in ammonia and urea product sales prices primarily due to high demand
in international markets. This was partially offset by higher raw materials
costs and higher manufacturing costs due to start-up expenses associated with an
ammonia plant located in Finley, Washington. Plant improvements were completed
and production began in December 1995. Production from the Finley plant is
targeted for domestic markets. This will allow more of the Kenai, Alaska
facility's marketable production of ammonia and urea to target international
markets.
Comparing the 1994 Agricultural Products earnings with 1993, the increase
reflected considerably higher margins on sales of ammonia and urea products,
particularly in Asian markets.
In 1995, Carbon and Minerals benefited from higher petroleum coke and
lanthanide earnings. The increase in 1994 from 1993 was primarily due to higher
lanthanide earnings.
<TABLE>
<CAPTION>
CORPORATE AND UNALLOCATED
<S> <C> <C> <C>
Millions of Dollars 1995 1994 1993
- ------------------------------------------------------------------
Net earnings effect excluding special
items
Administrative and General expense $ (84) $ (70) $ (61)
Net interest expense (178) (174) (193)
Environmental and Litigation expense (29) (48) (43)
Other (30) (22) (29)
- ------------------------------------------------------------------
Total (321) (314) (326)
Special items:
Environmental and Litigation (63) (138) (36)
provisions
Tax adjustments (Other) (18) - (1)
Receivable write-down (Other) (14) - -
Write-downs of assets (Other) (2) (9) -
Asset sales (Other) 21 2 34
Mesa settlement (Other) - 24 -
Restructuring costs (A&G) - (15) -
UOC lease termination (Other) - 9 -
-----------------------------------------------------------------
Net earnings effect including special
items $(397) $(441) $(329)
=======================
</TABLE>
The higher Administrative and General expense in 1995 was primarily due to
the income tax effect of allocable expenses to foreign operations for tax
purposes and lower pension income.
Net interest expense represents interest income and expense, net of
capitalized interest. The increase in 1995 was primarily due to higher debt,
while the decrease in 1994 reflected the benefit of refinancing debt at lower
interest rates.
22
<PAGE>
The Other category includes all unallocated corporate items and miscellaneous
operations. In addition, this category, especially in prior years, includes the
earnings effects and close-down expenses of businesses that were sold or being
phased-out, such as the company's Process, Technology and Licensing business
(sold in 1995), national auto/truckstop system (sold in 1993), Imperial Valley
geothermal operations (sold in 1993), PureGro chemical operations (sold in
1993), and Southeast marketing operations (phased-out beginning in 1992). This
category also includes corporate items such as tax adjustments and certain
special items noted in the above table.
<TABLE>
<CAPTION>
FINANCIAL CONDITION
<S> <C> <C> <C>
Dollars in millions 1995 1994 1993
- --------------------------------------------------------------
Current ratio 1.2 1.2 1.3
Total debt $3,706 $3,466 $3,522
Equity $2,930 $2,815 $3,129
Capital employed $6,636 $6,281 $6,651
Total debt/ capital employed 56% 55% 53%
Floating-rate debt/ total debt 24% 25% 16%
- --------------------------------------------------------------
</TABLE>
Cash flow from operating activities, including working capital and other
changes, was $1,277 million in 1995, $1,299 million in 1994 and $1,100 million
in 1993. The 1995 amount included $200 million of proceeds from the sale of
trade receivables (see Note 23 to the consolidated financial statements), $71
million from the Columbia settlement and $34 million from the OCS settlement.
These benefits were more than offset by temporary working capital changes. The
1994 cash flow reflected decreased working capital requirements and significant
income tax refunds received during the year. These benefits were partially
offset by lower operational earnings. The 1993 amount reflected significant
payments for legal and tax settlements and an adjustment for a 1992 crude oil
forward sale.
During 1995, the company generated $204 million in pretax proceeds from sales
of assets, primarily nonstrategic oil and gas properties and the company's
Process, Technology and Licensing business. Proceeds from sales of assets in
1994 totaled $156 million, primarily from the sale of nonstrategic oil and gas
properties. Proceeds of $586 million in 1993 included $218 million from the
sale of the Imperial Valley and other geothermal assets, $172 million from the
sale of the company's national auto/truckstop system and $106 million from the
sale of various nonstrategic oil and gas properties.
In 1995 and 1994, the company also generated approximately $55 million and
$54 million, respectively, in cash from the sale of its common stock, primarily
through the Dividend Reinvestment and Common Stock Purchase Plan.
The company's total debt at year-end 1995 increased by $240 million from a
year ago to $3,706 million. The increase was primarily due to the carrying
values of debt-related currency swaps in the amount of $137 million being
classified as long-term receivables at December 31, 1995. As a result, the
principal amounts of the company's foreign-currency debt, when stated at the
current exchange rates, totaled $350 million, an increase of $130 million from
year-end 1994. The difference between the carrying values of the currency swaps
and the increase in the principal amounts of the related foreign-currency debt
represents the net gain that would have occurred if the currency swaps and debt
had been settled at the end of December 1995. This classification has no effect
on the consolidated cash flow statement.
For 1996, the company expects cash generated from operational earnings and
asset sales to be adequate to meet its operating requirements, capital spending
and dividend payments. In addition, the company has substantial borrowing
capacity to meet unanticipated cash requirements. At December 31, 1995, the
company had approximately $1.5 billion of undrawn commitments under various
credit facilities with major banks.
The company's foreign operations have limited exposures to foreign currency
risks. In most countries, energy products are valued and sold in U.S. dollars,
and foreign currency operating cost exposures have not been significant. In the
Philippines and Thailand, the company is paid for product deliveries in the
local currencies, but at prices indexed to U.S. dollar valuations. Such funds,
less amounts required for local currency-denominated obligations, are converted
to U.S. dollars as soon as practicable and periodically remitted to the U.S.
parent. The company's Canadian subsidiary is paid in Canadian dollars for its
crude oil and natural gas sales. Excess Canadian funds generally have been
invested in other Unocal foreign operations rather than remitted to the U.S.
parent.
23
<PAGE>
The company has only limited involvement with derivative financial
instruments. The majority are debt-related and are used to manage interest rate
and foreign currency exchange rate risks. The company also uses futures
contracts to hedge its exposure to fluctuations in petroleum commodity prices.
Such contracts covered less than one percent of the company's annual oil and gas
production at year-end 1995. Authorization from the Board of Directors is needed
before the company hedges more than 15% of its production of oil and gas,
refined products, and of crude oil purchased for refinery supply.
<TABLE>
<CAPTION>
CAPITAL EXPENDITURES
Estimated
Millions of Dollars 1996 1995 1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Exploration and Production
Domestic $ 360 $ 497 $ 486 $ 562
Foreign 525 353 310 330
- -------------------------------------------------------------------------------
Total 885 850 796 892
Refining, Marketing and Transportation
76 Products Company 220 422 367 231
Geothermal and Power Operations 110 51 35 48
Diversified Businesses
Agricultural Products 14 55 8 8
Carbon and Minerals 24 12 8 4
Pipeline 9 5 5 4
Other 3 6 12 7
Corporate and Unallocated 35 58 41 55
---------------------------------
Total $1,300 $1,459 $1,272 $1,249
=================================
</TABLE>
Capital spending in 1995 on foreign oil and gas exploration and production
was up 14 percent compared with 1994, primarily reflecting increased
expenditures in Myanmar, Indonesia, the Netherlands and Azerbaijan. The $422
million spent by 76 Products Company during 1995 primarily reflected refinery
upgrades to complete environmental requirements for reformulated gasoline
required by the California Air Resources Board, and the addition of refinery
units to increase production of higher value products. Capital spending on
geothermal energy projects in 1995 primarily focused on development work at the
Salak field on the island of Java and exploration drilling on the island of
Sumatra, in Indonesia.
The forecasted 1996 capital expenditures will focus on development of
overseas oil and gas projects, particularly in Myanmar, Thailand, Indonesia and
Azerbaijan. This capital plan reflects Unocal's continued emphasis on energy
development projects overseas with higher potential rates of return.
The foreign petroleum exploration and production capital spending plan is up
49 percent from the 1995 amount. A major focus of this spending will be the
Yadana field development and pipeline project offshore Myanmar. This natural gas
project is expected to be in operation by mid-1998. In Thailand, the company
plans to develop its existing fields in order to increase natural gas production
capacity, as a second pipeline from the Gulf of Thailand to shore is being
constructed by the Thai government. In Indonesia, the company plans to further
develop new oil and gas reserves offshore East Kalimantan and accelerate its
successful exploratory drilling program by drilling 15 to 25 exploratory wells
in known producing basins as the first phase of a 65-well, multi-year program.
Another important overseas project is in the Caspian Sea, offshore Azerbaijan.
Unocal is a member of an international consortium that is moving forward with a
development program to begin initial oil production by mid-1997.
The Louisiana/Gulf of Mexico area accounts for 64 percent of the 1996
domestic capital budget, as the company moves ahead with development of key
natural gas projects.
The capital spending plan for petroleum exploration and production includes
$230 million for worldwide exploration. Of this, $170 million, or 74 percent,
is planned for projects near existing operations that have a high potential for
success.
24
<PAGE>
Planned capital expenditures for 76 Products Company in 1996 are down 48
percent from 1995. The allocated capital for this segment has been significantly
reduced since refinery modifications have been completed to manufacture
California-mandated reformulated gasoline. Of the 1996 amount, about $95 million
is planned for marketing operations, mostly for the addition of new profit
centers to existing locations, such as convenience stores, car washes, quick-
service restaurants and car maintenance services. Another $85 million is planned
for the company's California refineries on projects to enhance profitability and
meet environmental regulations.
Capital expenditures for Geothermal and Power Operations are expected to more
than double in 1996, focusing on projects in Indonesia. The company expects to
accelerate development of resource production facilities at the Salak field and
conduct additional exploration at the Sarulla contract area on the island of
Sumatra. The company also expects to be a 50 percent owner in a venture that
expects to build and operate power plants at the Salak field that will utilize
its steam production.
The decrease in Agricultural Products capital spending in 1996 reflects
reduced expenditures for the startup of the Finley, Washington, ammonia
manufacturing plant. The planned increase in capital spending for Carbon and
Minerals reflects anticipated projects at the Mountain Pass, Chicago Carbon and
Poco Graphite facilities.
ENVIRONMENTAL MATTERS
Unocal continues to make substantial capital and operating expenditures for
environmental protection and to comply with federal, state and local laws and
provisions regulating the discharge of materials into the environment. In many
cases, investigatory or remedial work is now required at various sites even
though past operations followed practices and procedures that were considered
acceptable under environmental laws and regulations, if any, existing at the
time.
In 1995, the company recorded approximately $230 million in environment-
related capital expenditures, compared with an average of approximately $160
million per year for the prior three years. Estimated 1996 capital expenditures
for environment-related costs are $90 million. The capital expenditures for
1994 and 1995 included significant amounts for refinery modifications to
manufacture reformulated gasoline for the California market. No significant
capital expenditures related to reformulated gasoline are anticipated in 1996.
The amount charged to 1995 earnings for remediation costs and for operating,
maintenance and administrative costs to maintain environmental compliance was
approximately $170 million, and such costs averaged approximately $270 million
per year for the prior three years, including $370 million in 1994. The amount
charged to 1994 earnings included provisions of $187 million for certain known
future environmental remediation costs, of which $152 million was recorded in
the fourth quarter of 1994. The 1994 fourth quarter provision was primarily the
result of an extensive and ongoing review by the company of its reserves for
environmental assessment/remediation costs and its procedures for monitoring
such reserves. In 1995, the company's continuing review identified additional
future remediation costs which resulted in provisions of $45 million that were
included in the amount charged to 1995 earnings.
At December 31, 1995, the company's reserves for environmental remediation
obligations totaled $214 million, of which $83 million was included in other
current liabilities. The total reserve amount is grouped into five categories
and discussed below.
SUPERFUND AND SIMILAR SITES. At year-end 1995, Unocal had received
notification from the federal Environmental Protection Agency that the company
may be a potentially responsible party (PRP) at 40 sites and may share certain
liabilities at these sites. In addition, various state agencies and private
parties had identified 30 other similar PRP sites that may require investigation
and remediation. Of the total, the company has denied responsibility at 2 sites
and at another 13 sites the company's liability, although unquantified, appears
to be de minimis. The total also includes 25 sites which are under
investigation or in litigation, for which the company's potential liability is
not presently determinable. Of the remaining 30 sites, where probable costs can
be reasonably estimated, reserves of $32 million had been established for future
remediation and settlement costs. These 70 sites are exclusive of 44 sites
where the company's liability has been settled or where the company has no
evidence of liability and there has been no further indication of liability by
government agencies or third parties for at least a 12-month period.
25
<PAGE>
Unocal does not consider the number of sites for which it has been named a
PRP as a relevant measure of liability. Although the liability of a PRP is
generally joint and several, the company is usually just one of several
companies designated as a PRP. The company's ultimate share of the remediation
costs at those sites often is not determinable due to many unknown factors as
discussed in Note 18 to the consolidated financial statements. The solvency of
other responsible parties and disputes regarding responsibilities may also
impact the company's ultimate costs.
FORMER COMPANY-OPERATED SITES. Reserves of $35 million had been established
for this category of sites. Of the total, $14 million was for approximately 190
service station sites on leased properties at which operations have ceased and
which the company is obligated to remediate before returning them to the owners.
Also included was $12 million for approximately 230 service station sites that
the company previously owned or leased. The current owners of such properties
are holding the company responsible for environmental remediation costs.
COMPANY FACILITIES SOLD WITH RETAINED LIABILITIES. This category had
reserves of $71 million for accrued environmental liabilities related to major
company assets that were sold in prior years. Included are the company's former
auto/truckstop facilities, a former mine site in Wyoming, industrial chemical
and polymer sites and agricultural chemical sites. In each sale, the company
retained a contractual remediation or indemnification obligation and is
responsible only for certain environmental problems associated with its past
operations. The reserves represent presently estimated future costs for
investigation/feasibility studies and identified remediation work as a result of
claims made by buyers of the properties.
Also included are reserves for the remediation of certain facilities which
were transferred to The UNO-VEN Company in 1989 in connection with its
formation. The facilities included the Chicago Refinery and related product
terminals and service stations. Under the UNO-VEN Asset Purchase and
Contribution Agreement, the company retained certain environmental liabilities
that would require Unocal to either manage remediation work or reimburse UNO-VEN
for remediation costs resulting from valid environmental claims. The agreement
required all claims to be filed by November 30, 1995. The company has not
completely evaluated the additional claims made by UNO-VEN near or on the
November 30, 1995 deadline; however, it does not anticipate that any additional
material liabilities beyond the current reserves will be incurred for these
claims.
INACTIVE OR CLOSED COMPANY FACILITIES. Reserves of $57 million had been
established for these types of facilities. Major sites included in this
category are the former Beaumont refinery in Texas and the shale oil project and
a chemical facility in Colorado. Also included in this category is the Questa
molybdenum mine in New Mexico. In the second quarter of 1995, an additional $9
million was added to the reserve for the estimated costs of investigations and
remedial activities for the Questa site.
This category also includes the cleanup at the Guadalupe oil field on the
central California coast of underground releases of a diesel-like additive
formerly used to produce the field's heavy crude oil. During 1995, an additional
reserve of $8 million was provided for estimated costs to complete the beach
cleanup and for assessing and investigating the inland portion of the field. At
year-end 1995, the reserve that had been established for the above activities
had been fully utilized. The company expects to incur additional, but
indeterminate, costs for continuing assessment, investigation and remediation of
the inland portion of the field.
Also included in this category is the Avila Beach, California site. In 1988,
petroleum hydrocarbon contamination under the Front Street section of the town
was discovered. It was determined that the source of the contamination had been
leaking pipelines that ran between a tank farm and wharf operated by the
company. The company has installed interim systems as an initial remediation
measure until a final remedial action plan is completed and implemented. The
company is currently developing a plan that will be submitted by mid-1996 to the
Regional Water Quality Control Board for approval. The plan will outline the
procedures that will be used to determine the desired alternatives
for the site's final remediation. The future costs related to the final
remediation will not be determined until these alternatives are identified. The
year-end reserve included the estimated remaining cost for the excavation of one
section of the beach where contaminants were detected close to the surface of
the sand during the company's third quarter 1995 testing and monitoring of the
site. The company completed the cleanup of this area in January 1996 as required
by a state order.
ACTIVE COMPANY FACILITIES. The company had provided $19 million for estimated
future costs of remedial orders, corrective actions and other investigation,
remediation and monitoring obligations at certain operating facilities and
producing oil and gas fields. The operating facilities primarily consist of
refineries, marketing terminals and bulk plants.
26
<PAGE>
The total environmental remediation reserves recorded on the consolidated
balance sheet represent the company's estimate of assessment and remediation
costs based on currently available facts, existing technology, and presently
enacted laws and regulations. The remediation cost estimates, in many cases,
are based on plans recommended to the regulatory agencies for approval and are
subject to future revisions. The ultimate costs to be incurred will likely
exceed the total amounts reserved, since many of the sites are relatively early
in the remedial investigation or feasibility study phase. Additional
liabilities may be accrued as the assessment work is completed and formal
remedial plans are formulated.
The company estimated, to the extent it was able to do so, that it could
incur approximately $180 million of additional costs in excess of the $214
million accrued at December 31, 1995. The amount of such possible additional
costs reflects, in most cases, the high end of the range of costs of feasible
alternatives identified by the company for those sites with respect to which
investigation or feasibility studies have advanced to the stage of analyzing
such alternatives. However, such estimated possible additional costs are not an
estimate of the total remediation costs beyond the amounts reserved, since at a
large number of sites the company is not yet in a position to estimate such
possible additional costs.
Both the amounts reserved and estimates of possible additional costs may
change in the near term, in some cases, substantially, as additional information
becomes available regarding the nature and extent of site contamination,
required or agreed upon remediation methods, and other actions by governmental
agencies and private parties.
See Notes 17 and 18 to the consolidated financial statements for additional
information.
FUTURE ACCOUNTING CHANGE
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation." The new requirements under SFAS No. 123 are generally effective
for 1996 financial statements. Companies must either expense the value of
stock-based compensation or disclose in a footnote what the earnings and
earnings per share would be had the value been expensed. The company expects to
adopt the disclosure method. At adoption, the effect on earnings and earnings
per share is not expected to be material.
OUTLOOK
Certain of the statements in this discussion, as well as other
forward-looking statements within this document, contain estimates and
projections of amounts of or increases in future revenues, earnings, cash flows,
capital expenditures, assets, liabilities and other financial items and of
future levels of or increases in reserves, production, sales including related
costs and prices, and other statistical items; plans and objectives of
management regarding the company's future operations, products and services; and
certain assumptions underlying such estimates, projection plans and objectives.
While these forward-looking statements are made in good faith, future operating,
market, competitive, legal, economic, political, environmental, and other
conditions and events could cause actual results to differ materially from those
in the forward-looking statements.
Crude oil prices are expected to be unstable in 1996 because of the uncertain
effect of the United Nations' seeming willingness to allow a partial resumption
of oil exports from Iraq. However, domestic natural gas prices are expected to
remain strong in early 1996, at least until the winter selling season is over
and natural gas inventories within the industry are replenished.
The sale of the company's California oil and gas producing properties is
expected to be completed in April 1996. The proceeds are expected to be used to
reduce debt and fund capital projects overseas. The sale includes Unocal's
interests in 68 oil and gas fields, including 11 producing platforms off the
California coast in state and federal waters. Unocal's average net daily
production from the properties in the proposed sale was 27,000 barrels of oil
and 59 million cubic feet (mmcf) of natural gas during 1995, and proven reserves
of 184 million barrels of oil equivalent at year-end 1995. For 1995, Unocal's
California oil and gas producing properties generated pretax operating earnings
and cash flow of approximately $14 million and $64 million, respectively. Unocal
has approximately 600 employees involved in its California oil and gas
operations. While many of those employees will be offered positions with the
buyer or at other Unocal operations, some layoffs are expected (see Note 25 for
additional information). The sale of these producing properties is not expected
to have a material effect on Unocal's future operating results.
27
<PAGE>
On a worldwide basis, 1996 daily natural gas production is expected to
average nearly 1.8 billion cubic feet, up slightly from 1995. Crude oil and
condensate production is expected to average 210,000 barrels per day, down from
240,000 last year.
The company anticipates an approximate 15 percent increase in foreign natural
gas production in 1996. This improvement is expected mainly from a significant
increase in the company's Gulf of Thailand production beginning in the second
quarter of 1996, when the Petroleum Authority of Thailand's new pipeline comes
on stream. Also, oil and gas production should continue to improve in Indonesia
as a result of successful exploration and development programs that have
revitalized operations.
For 1996, the company expects domestic crude oil and natural gas production
to be lower, reflecting the expected completion of the sale of its California
producing oil and gas properties and continued natural production declines. The
company will continue to focus on domestic natural gas production in the
Louisiana/Gulf Coast area.
The company is in the process of retaining an advisor to assist in the
disposal of its oil and gas interests in the Netherlands sector of the North Sea
as it continues to shift its strategic focus to Southeast Asia and other areas
that offer greater opportunities for growth. Unocal's net daily production from
its Netherlands operations in 1995 was 11,000 barrels of crude oil and
condensate and 9 mmcf of natural gas.
In Thailand, the company expects to spend approximately $160 million on
development projects that should allow the company to sustain gross production
at 950 mmcf of natural gas per day once a second pipeline becomes operational in
1996. The planned production for 1996 is expected to average 825 mmcf per day
(gross). Natural gas demand in Thailand is expected to continue its active
growth over the next 10 to 15 years, providing a market for the increased
production from the Gulf of Thailand.
Unocal is currently pursuing growth opportunities in Central and Southeast
Asia. The main areas of oil and gas exploration and development opportunities
are in Azerbaijan, Myanmar, Turkmenistan, Pakistan, China and Vietnam.
In Azerbaijan, Unocal is part of an international consortium participating in
the development of three oil fields in the Caspian Sea offshore Azerbaijan.
Unocal has a 9.5 percent interest in the project. Initial production is
expected to begin in mid-1997. This is a major, long-term commitment for
Unocal. There are still difficult issues to resolve as to the route and
construction of permanent export pipelines for the oil.
A major focus of 1996 capital spending will be the Yadana project offshore
Myanmar. This natural gas project, which is to include four offshore platforms,
should be in operation by mid-1998. When fully developed, estimated gross
production in 1999 is expected to reach 650 mmcf of natural gas per day. The
majority of the production is to be sold under a 30-year gas sales contract and
a pipeline agreement calling for natural gas deliveries of 525 mmcf per day to
Thailand beginning in mid-1998. A separate sales agreement calls for 125 mmcf
per day of natural gas to be supplied to Myanmar for its domestic use. Unocal
has a 28.26 percent interest in the Yadana project.
In March 1996, Unocal announced the discovery of a potentially significant
new gas field located about six miles south of the Yadana field in the Andaman
Sea. Further studies are under way to prove the commerciality of this new
offshore discovery. The field could be produced through the Yadana platform
complex. Unocal has the same percentage ownership and partners in this discovery
as it has in the Yadana project.
The United States Congress is currently considering legislation that could
ban United States companies from all business activities associated with
Myanmar. This action, if passed, would adversely effect the company's future
prospects in that country.
The company will continue to expand its marketing operations at retail
outlets with the addition of new businesses to certain existing locations, such
as convenience stores, car washes, quick-service restaurants and car maintenance
services. The company is also working to increase gasoline retail sales volumes
by installing credit card readers at the dispensers and reconfiguring the
service islands. In February 1996, Unocal entered into a strategic alliance with
Fleetman, Inc. to market Fuelman Fleet Cards. Also, Unocal signed a Memorandum
of Understanding with Southern Counties Oil Company/Cardlock Fuels System which
could lead to joint construction, development and operation of unattended
commercial fueling facilities throughout California. These agreements
position the company as a leader in the West Coast commercial fleet fuel
business.
28
<PAGE>
To improve the company's standing in markets outside California and Hawaii,
Unocal is actively pursuing joint ventures and alliances. In October 1995,
Unocal and Circle K Corporation (Circle K), one of the nation's leading
convenience store operators, signed a branding/licensing agreement for more than
400 Circle K sites in the Phoenix and Tucson, Arizona markets. In addition, the
company plans to brand and supply 20 existing Circle K sites in Las Vegas,
Nevada, and the two companies plan to co-develop new service
station/convenience store sites in the Las Vegas area. In February 1996, Tosco
Corporation, a petroleum refiner and marketer, announced that it had entered
into a merger agreement with Circle K.
The upgrades to the company's refineries are now complete and higher valued
products are being produced along with the new reformulated gasolines that meet
California standards. On the retail marketing side, the company foresees
improved margins on the California reformulated gasolines that must be sold at
retail sites by June 1, 1996. In addition, the increased gasoline throughput
and returns from its reformatted service stations are meeting or exceeding the
company's forecasts. However, the ultimate effect on product margins of the new
gasolines cannot be accurately predicted.
In February 1994, the company was granted a United States patent for
reformulated gasolines that meet the 1996 California standards. Six refining
companies filed suit against Unocal in April 1995 to invalidate the patent or
declare it unenforceable. The company intends to aggressively defend its rights
under this patent.
In Indonesia, the Geothermal and Power Operations segment expects to
accelerate development of resource production facilities at the Salak field on
the island of Java. The company also expects to be a 50 percent owner in a
venture that expects to build and operate new power plants at this field. Unocal
will supply steam for the power plants. The company also plans to conduct
additional exploration in the Sarulla block on the island of Sumatra, after a
discovery well indicated a highly productive geothermal resource. The company
had previously negotiated a power sales agreement that allows it to develop up
to 1,000 megawatts of generating capacity in the Sarulla block. The first of the
Unocal power plants is expected to begin operation in 1999, assuming the
commerciality of the field. The company is also pursuing other geothermal
development and power generation opportunities throughout Indonesia.
The geothermal segment expects to benefit from improved earnings in 1996 from
operations at The Geysers in Northern California. The 1995 earnings were
adversely affected by seven months of discretionary curtailments by the public
utility that purchases the steam. Such curtailments are not expected in 1996. In
1996, the company is scheduled to begin a project to inject waste water from
municipal treatment plants to recharge the reservoir. This injection project
should increase the productivity of the field.
In 1996, the Agricultural Products segment expects continued high sales
volumes of ammonia and urea. Approximately 200,000 additional tons per year of
ammonia is expected to be available for sale due to new production from the
Finley, Washington plant and higher production from the Kenai, Alaska facility.
The segment plans to expand sales efforts in its existing markets in South
Korea, Japan, China and Vietnam. The company also plans to develop new markets
in India.
The Carbon and Minerals segment will continue to expand specialty graphite
products and will begin production of higher margin minerals. Also, primarily
due to increased molybdenum prices, the Questa mine is expected to resume
operations in late 1996, after being idle for approximately ten years. This mine
is expected to produce about 14 million pounds of molybdenum per year when it
reaches full production. Carbon and Minerals will continue to look for new
products and expansion opportunities in order to provide earnings growth.
29
<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Report on Management's Responsibilities 31
Report of Independent Accountants 32
Financial Statements
Consolidated Earnings 33
Consolidated Balance Sheet 34
Consolidated Cash Flows 35
Consolidated Stockholder's Equity 36
Notes to Consolidated Financial 37-59
Statements
Supplemental Information:
Oil and Gas Financial Data 60-61
Oil and Gas Reserve Data 62-63
Present Value of Future Net Cash Flow
Relate to Proved Oil and
Gas Reserves 64-65
Selected Quarterly Financial Data 66
Selected Financial Data 67
Supporting Financial Statement
Schedule covered by the
Foregoing Report of Independent
Accountants: Schedule II -
Valuation and Qualifying Accounts
and Reserves 72
</TABLE>
All other financial statement schedules have been omitted as they are not
applicable, not material or the required information is included in the
financial statements or notes thereto.
30
<PAGE>
REPORT ON MANAGEMENT'S RESPONSIBILITIES
----------------------------------------
TO THE STOCKHOLDERS OF UNOCAL CORPORATION:
Unocal's management is responsible for the integrity and objectivity of the
financial information contained in this Annual Report. The financial statements
included in this report have been prepared in accordance with generally accepted
accounting principles and, where necessary, reflect the informed judgments and
estimates of management.
The financial statements have been audited by the independent accounting firm
of Coopers & Lybrand L.L.P. Management has made available to Coopers & Lybrand
L.L.P. all the company's financial records and related data, minutes of the
company's executive and management committee meetings and directors' meetings
and all internal audit reports. The independent accountants conduct a review of
internal accounting controls to the extent required by generally accepted
auditing standards and perform such tests and procedures as they deem necessary
to arrive at an opinion on the fairness of the financial statements presented
herein.
Management maintains and is responsible for systems of internal accounting
controls designed to provide reasonable assurance that the company's assets are
properly safeguarded, transactions are executed in accordance with management's
authorization and the books and records of the company accurately reflect all
transactions. The systems of internal accounting controls are supported by
written policies and procedures and by an appropriate segregation of
responsibilities and duties. The company maintains an extensive internal
auditing program that independently assesses the effectiveness of these internal
controls with written reports and recommendations issued to the appropriate
levels of management. Management believes that the existing systems of internal
controls are achieving the objectives discussed herein.
Unocal assessed its internal control systems in relation to criteria for
effective internal control over financial reporting following the Treadway
Commission's Committee of Sponsoring Organizations "Internal Control -
Integrated Framework." Based on this assessment, Unocal believes that, as of
December 31, 1995, its systems of internal controls over financial reporting met
those criteria.
Unocal's Accounting, Auditing and Ethics Committee, consisting solely of
directors who are not employees of Unocal, is responsible for: reviewing the
company's financial reporting, accounting and internal control practices;
recommending the selection of independent accountants (which in turn are
approved by the Board of Directors and annually ratified by the stockholders);
monitoring compliance with applicable laws and company policies; and initiating
special investigations as deemed necessary. The independent accountants and the
internal auditors have full and free access to the Accounting, Auditing and
Ethics Committee and meet with it, with and without the presence of management,
to discuss all appropriate matters.
Roger C. Beach John F. Imle, Jr. Neal E. Schmale Charles S. McDowell
Chief Executive President Chief Financial Vice President
Officer Officer and Comptroller
February 14, 1996
31
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
TO THE STOCKHOLDERS OF UNOCAL CORPORATION:
We have audited the accompanying consolidated balance sheets of Unocal
Corporation and its subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of earnings, cash flows and stockholders' equity
for each of the three years in the period ended December 31, 1995 and the
related financial statement schedule. These financial statements are the
responsibility of Unocal Corporation's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, which appear on
pages 33 through 61 of this Annual Report on Form 10-K, present fairly, in all
material respects, the consolidated financial position of Unocal Corporation and
its subsidiaries as of December 31, 1995 and 1994 and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial
statements, taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
As discussed in Note 2 to the consolidated financial statements, Unocal
Corporation and its subsidiaries changed their method of accounting for the
impairment of long-lived assets and long-lived assets to be disposed of in 1995;
for recognizing the reduction in value of its producing oil and gas properties
in 1994; and for postretirement benefits other than pensions and for
postemployment benefits in 1993.
Coopers & Lybrand L.L.P.
February 14, 1996, except for Note 25,
as to which the date is February 16, 1996
Los Angeles, California
32
<PAGE>
CONSOLIDATED EARNINGS UNOCAL CORPORATION
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
------------------------
DOLLARS IN MILLIONS EXCEPT PER SHARE
AMOUNTS 1995 1994 1993
- --------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Sales and operating revenues * $8,133 $7,797 $8,077
Interest, dividends and miscellaneous
income 95 84 67
Equity in earnings of affiliated
companies 80 86 84
Gain (loss) on sales of assets 117 (2) 116
- --------------------------------------------------------------------
Total revenues 8,425 7,965 8,344
COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases 3,198 2,875 3,160
Operating expense 1,795 1,856 1,724
Selling, administrative and general
expense 436 501 467
Depreciation, depletion and amortization 1,022 947 963
Dry hole costs 61 84 45
Exploration expense 138 116 119
Interest expense 291 275 304
Excise, property and other operating
taxes * 1,021 1,017 951
- --------------------------------------------------------------------
Total costs and other deductions 7,962 7,671 7,733
- --------------------------------------------------------------------
Earnings before income taxes and
cumulative effect of accounting changes 463 294 611
Income taxes 203 170 268
- --------------------------------------------------------------------
Earnings before cumulative effect of
accounting changes 260 124 343
Cumulative effect of accounting changes - (277) (130)
- --------------------------------------------------------------------
NET EARNINGS (LOSS) $ 260 $ (153) $ 213
====================================================================
Dividends on preferred stock 36 36 36
- --------------------------------------------------------------------
NET EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK $ 224 $ (189) $ 177
====================================================================
Earnings (loss) per share of common
stock:
Before cumulative effect of
accounting changes $.91 $.36 $1.27
Cumulative effect of accounting
changes - (1.14) (.54)
- --------------------------------------------------------------------
Net earnings (loss) per share $.91 $(.78) $.73
====================================================================
* Includes consumer excise taxes of $ 898 $ 893 $ 816
</TABLE>
See Notes to Consolidated Financial Statements.
33
<PAGE>
CONSOLIDATED BALANCE SHEET UNOCAL CORPORATION
<TABLE>
<CAPTION>
AT DECEMBER 31
-------------------
MILLIONS OF DOLLARS 1995 1994
- -----------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 94 $ 148
Accounts and notes receivable 920 897
Inventories 360 341
Deferred income taxes 169 109
Other current assets 33 33
- -----------------------------------------------------------
Total current assets 1,576 1,528
Investments and long-term receivables
Affiliated companies 461 445
Other 640 450
Properties - net 7,109 6,823
Deferred income taxes 25 30
Other assets 80 61
- -----------------------------------------------------------
Total assets $9,891 $9,337
- -----------------------------------------------------------
LIABILITIES
Current liabilities
Accounts payable $ 804 $ 688
Taxes payable 193 226
Interest payable 92 87
Other current liabilities 227 256
- -----------------------------------------------------------
Total current liabilities 1,316 1,257
Long-term debt and capital lease
obligations 3,698 3,461
Deferred income taxes 722 643
Accrued abandonment, restoration and
environmental liabilities 607 622
Other deferred credits and liabilities 618 539
- -----------------------------------------------------------
Total liabilities 6,961 6,522
- -----------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock ($0.10 par value,
stated at liquidation value of $50 per
share)
Shares authorized: 100,000,000
Shares outstanding: 10,250,000 in
1995 and 1994 513 513
Common stock ($1 par value)
Shares authorized: 750,000,000
Shares outstanding: 247,310,376 in
1995; 244,198,701 in 1994 247 244
Capital in excess of par value 319 237
Foreign currency translation adjustment (10) (13)
Unearned portion of restricted stock
issued (13) (13)
Retained earnings 1,874 1,847
- -----------------------------------------------------------
Total stockholders' equity 2,930 2,815
- -----------------------------------------------------------
Total liabilities and $9,891 $9,337
stockholders' equity
- -----------------------------------------------------------
</TABLE>
The company follows the successful efforts method of accounting for its oil
and gas activities.
See Notes to Consolidated Financial Statements.
34
<PAGE>
CONSOLIDATED CASH FLOWS UNOCAL CORPORATION
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------
MILLIONS OF DOLLARS 1995 1994 1993
- ------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss) $ 260 $ (153) $ 213
Adjustments to reconcile net earnings
(loss) to net cash provided by
operating activities
Cumulative effect of accounting
changes - 277 130
Depreciation, depletion and
amortization 1,022 947 963
Dry hole costs 61 84 45
Deferred income taxes 9 (118) 139
(Gain) loss on sales of assets
(pretax) (117) 2 (116)
Other - 217 42
Working capital and other changes
related to operations
Accounts and notes receivable (5) 91 33
Inventories (16) (10) (24)
Accounts payable 115 (49) 25
Taxes payable (33) 18 (52)
Other (19) (7) (298)
-----------------------------------------------------------------------
Net cash provided by operating
activities 1,277 1,299 1,100
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (includes dry
hole costs) (1,459) (1,272) (1,249)
Proceeds from sales of assets 204 156 586
- ------------------------------------------------------------------------
Net cash used in investing
activities (1,255) (1,116) (663)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 55 54 6
Long-term borrowings 844 732 543
Reduction of long-term debt and (734) (788) (718)
capital lease obligations
Dividends paid on preferred stock (36) (36) (36)
Dividends paid on common stock (197) (193) (175)
Other (8) (9) (9)
- ------------------------------------------------------------------------
Net cash used in financing
activities (76) (240) (389)
Increase (decrease) in cash and cash
equivalents (54) (57) 48
Cash and cash equivalents at beginning
of year 148 205 157
- ------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 94 $ 148 $ 205
- ------------------------------------------------------------------------
Supplemental disclosure of cash flow
information:
Cash paid during the year for:
Interest (net of amount capitalized) $ 268 $ 263 $ 296
Income taxes (net of refunds) $ 228 $ 174 $ 291
</TABLE>
See Notes to Consolidated Financial Statements.
35
<PAGE>
CONSOLIDATED STOCKHOLDERS' EQUITY UNOCAL CORPORATION
<TABLE>
<CAPTION>
MILLIONS OF DOLLARS 1995 1994 1993
- ----------------------------------------------------------------------
<S> <C> <C> <C>
PREFERRED STOCK
Balance at end of year $ 513 $ 513 $ 513
COMMON STOCK
Balance at beginning of year 244 241 241
Issuance of common stock 3 3 -
- ----------------------------------------------------------------------
Balance at end of year 247 244 241
CAPITAL IN EXCESS OF PAR VALUE
Balance at beginning of year 237 163 149
Issuance of common stock 82 74 14
- ----------------------------------------------------------------------
Balance at end of year 319 237 163
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
Balance at beginning of year (13) (5) 5
Current year adjustment 3 (8) (10)
- ----------------------------------------------------------------------
Balance at end of year (10) (13) (5)
UNEARNED PORTION OF RESTRICTED STOCK ISSUED
Balance at beginning of year (13) (13) (11)
Issuance of restricted stock (3) (4) (5)
Current year amortization 3 4 3
- ----------------------------------------------------------------------
Balance at end of year (13) (13) (13)
RETAINED EARNINGS
Balance at beginning of year 1,847 2,230 2,234
Net earnings (loss) for year 260 (153) 213
Cash dividends declared
Preferred Stock ($3.50
per share (36) (36) (36)
Common Stock ($0.80 per
share in 1995 and 1994;
$0.75 per share in 1993) (197) (194) (181)
- ----------------------------------------------------------------------
Balance at end of year 1,874 1,847 2,230
- -------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY $2,930 $2,815 $3,129
- -------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
36
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
For the purpose of this report, Unocal Corporation (Unocal) and its
consolidated subsidiary, Union Oil Company of California (Union Oil) and its
consolidated subsidiaries, will be referred to as the company.
The consolidated financial statements of the company include the accounts of
subsidiaries more than 50 percent owned. Investments in affiliates owned 50
percent or less are accounted for by the equity method. Under the equity
method, the investments are stated at cost plus the company's equity in
undistributed earnings after acquisition. Income taxes estimated to be payable
when earnings are distributed are included in deferred income taxes.
USE OF ESTIMATES
The consolidated financial statements are prepared in conformity with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the amounts of assets and liabilities and
the disclosures of contingent liabilities as of the financial statement date and
the amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
INVENTORIES
Inventories are valued at lower of cost or market. The costs of crude oil,
refined products and agricultural products inventories are determined using the
last-in, first-out (LIFO) method. The costs of other inventories are determined
by using various methods. Cost elements primarily consist of raw materials and
production expenses.
IMPAIRMENT OF ASSETS
Oil and gas producing properties are regularly assessed for possible
impairment on a field-by-field basis using the estimated undiscounted future
cash flows of each field. Impairment loss is charged to depreciation, depletion
and amortization expense when the estimated discounted future cash flows are
less than the current net book values of the properties in a field. See Note 2
for additional information.
Impairment charges are also made for the write-down of other long-lived
assets when it is determined that the carrying values of the assets may not be
recoverable. A long-lived asset is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of the asset may not
be recoverable.
OIL AND GAS EXPLORATION AND DEVELOPMENT COSTS
The company follows the successful-efforts method of accounting for its oil
and gas activities.
Acquisition costs of exploratory acreage are capitalized. Full amortization
of such costs related to the portion of unproved properties is provided over the
shorter of the exploratory period or the lease holding period. Costs of
successful leases are transferred to proved properties. Exploratory drilling
costs are initially capitalized. If exploratory wells are determined to be
commercially unsuccessful, the related costs are expensed. Geological and
geophysical costs for exploration and leasehold rentals for unproved properties
are expensed.
Development costs of proved properties, including unsuccessful development
wells, are capitalized.
DEPRECIATION, DEPLETION AND AMORTIZATION
Depreciation, depletion and amortization related to proved oil and gas
properties and estimated future abandonment and removal costs for offshore
production platforms are calculated at unit-of-production rates based upon
estimated proved recoverable reserves. Depreciation of other properties is
generally on a straight-line method using various rates based on estimated
useful lives.
37
<PAGE>
MAINTENANCE AND REPAIRS
Expenditures for maintenance and repairs are expensed. In general,
improvements are charged to the respective property accounts and such accounts
are relieved of the original cost of property replaced.
RETIREMENT AND DISPOSAL OF PROPERTIES
Upon retirement of facilities depreciated on an individual basis, remaining
book values are charged to depreciation expense. For facilities depreciated on
a group basis, remaining book values are charged to accumulated allowances.
Gains or losses on sales of properties are included in current earnings.
INCOME TAXES
The company uses the liability method for reporting income taxes in which
current or deferred tax liabilities or assets are recorded in accordance with
enacted tax laws and rates. Under this method, the amount of deferred tax
liabilities or assets at the end of each period is determined using the tax rate
expected to be in effect when taxes are actually paid or recovered. Future tax
benefits are recognized to the extent that realization of such benefits is more
likely than not.
Deferred income taxes are provided for the estimated income tax effect of
temporary differences between financial and tax bases in assets and liabilities.
Deferred tax assets are also provided for certain tax credit carryforwards. A
valuation allowance to reduce deferred tax assets is established when deemed
appropriate. See Note 9 for the principal temporary differences and unused tax
credits.
FOREIGN CURRENCY TRANSLATION
Foreign exchange gains and losses as a result of translating a foreign
entity's financial statements from its functional currency into U.S. dollars are
included as a separate component of stockholders' equity. The functional
currency for all foreign operations, except Canada, is the U.S. dollar. Gains
or losses incurred on currency transactions in other than a country's functional
currency are included in net earnings.
ENVIRONMENTAL EXPENDITURES
Environmental expenditures that create future benefits or contribute to
future revenue generation are capitalized. Expenditures that relate to existing
conditions caused by past operations are expensed.
Liabilities related to environmental assessment and future remediation costs
are recorded when such liabilities are probable and the amounts can be
reasonably estimated. The company considers a site to present a probable
liability when an investigation has identified environmental remediation
requirements for which the company is responsible. The timing of accruing for
remediation costs generally coincides with the company's completion of
investigation or feasibility work and its recommendation of a remedy or
commitment to an appropriate plan of action.
Environmental liabilities are not discounted or reduced by possible
recoveries from third parties. However, accrued liabilities for Superfund and
similar sites reflect anticipated allocations of liabilities among settling
participants.
Environmental remediation expenditures required for properties held for sale
are capitalized. A valuation allowance is established when the aggregate book
values of the properties, including capitalized remediation costs, exceed net
aggregate realizable values.
See Notes 17 and 18 for additional information.
38
<PAGE>
FINANCIAL INSTRUMENTS
The company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. They are used to manage
well-defined interest rate, foreign currency exchange rate and commodity price
risks. Gains and losses arising from currency swap agreements are recognized in
income and offset the foreign exchange gains and losses on the underlying
transactions. Gains and losses arising from commodity future contracts are
deferred and included in the basis of the underlying transactions. Income or
expense associated with interest rate swap agreements is recognized on the
accrual basis over the life of the swap agreement as a component of interest
income or interest expense.
See Note 16 for additional information.
OTHER
Earnings per share of common stock are based on net earnings less preferred
stock dividend requirements, divided by the weighted average shares of common
stock outstanding during each period.
Interest is capitalized on major construction and development projects as
part of the costs of the assets.
Certain items in prior year financial statements have been reclassified to
conform to the 1995 presentation.
NOTE 2 - ACCOUNTING CHANGES
Effective in the fourth quarter of 1995, the company adopted Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of." The new accounting
standard sets guidelines to be used for determining and measuring impairment of
certain assets. As a result, the company recorded a charge to earnings of $87
million pretax ($53 million after tax or 22 cents per common share) for the
write-down of several oil and gas producing properties where recent downward
revisions in reserve estimates indicated future net cash flows would be
insufficient to fully recover the carrying value of these properties. The
carrying values were written down to estimated future discounted cash flows or
fully written off in the case of negative future cash flows. The charge was
recorded in depreciation, depletion and amortization expense and reflected the
reduction in value of various properties located in the United States ($44
million), the Netherlands ($37 million) and Canada ($6 million).
Effective January 1, 1994, the company changed its accounting policy for
recognizing the reduction in value of its producing oil and gas properties and
commenced to evaluate properties for impairment on a field-by-field basis
instead of a country-by-country basis which was previously used. The cumulative
effect of the accounting change resulted in a charge to earnings of $447 million
pretax ($277 million after tax or $1.14 per common share) in the first quarter
of 1994. The charge reflected the reduction in value of certain oil and gas
properties in the U.S. from which the estimated undiscounted future cash flows
were less than the current net book values of the properties. As a result of
the property write-downs, the company's depreciation and depletion expense in
1994 was reduced by approximately $61 million ($38 million after tax). On a pro
forma basis, net earnings for 1993 would have increased by $31 million to $244
million or 86 cents per common share as a result of the accounting change.
Effective January 1, 1993, the company adopted 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).
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).
39
<PAGE>
NOTE 3 - RESTRUCTURING COSTS
During the fourth quarter of 1994, as a result of an overhead study, the
company began a two-year program to reduce its 1,540-person corporate staff by
630 positions and to eliminate another 126 positions in the operating groups. A
pretax charge of $25 million was recorded in administrative and general expense
for net costs associated with the staff reductions. This charge included $34
million of estimated benefits to be paid to ex-employees over a period of time.
Partially offsetting this charge was an estimated credit of $9 million for
reduced pension obligations. At December 31, 1995, approximately 541 employees
had been terminated as a result of the program. The amount of unpaid
benefits remaining on the consolidated balance sheet was $14 million.
NOTE 4 - WRITE-DOWNS OF ASSETS
In 1995, prior to the adoption of SFAS No. 121 in the fourth quarter, the
company recorded a pretax charge of $13 million to write down the carrying
values of certain domestic oil and gas properties and $5 million for
miscellaneous asset write-downs.
During 1994, the company recorded a pretax charge of $25 million to write
down the carrying value of the Guadalupe oil field due to its decision to shut
down the field for environmental reasons. The company also closed certain
facilities used in refining and marketing operations and research activities,
which resulted in write-downs of $39 million. Due to project modifications, the
company wrote off an additional $7 million in 1994 for costs related to the
reformulated fuels program at the company's Los Angeles Refinery.
The 1993 earnings included a pretax charge of $19 million for the write-off
of refining projects, primarily due to the cancellation of a portion of work
associated with the reformulated fuels program at the company's Los Angeles
Refinery.
NOTE 5 - DISPOSITIONS OF ASSETS
During 1995, the company received total proceeds from sales of assets of $204
million and recorded a pretax gain of $117 million. Of the total, $134 million
was from the sale of nonstrategic oil and gas properties with a pretax gain of
$52 million. In addition, the company recorded a pretax gain of $26 million on
proceeds of $32 million from the sale of its Process, Technology and Licensing
business.
In 1994, asset sales generated total proceeds of $156 million with a pretax
loss of $2 million. Of the total proceeds, $118 million was from the sale of
oil and gas properties.
In 1993, the sale of the company's geothermal assets in the Imperial Valley
of California and other geothermal exploration leases resulted in a $40 million
pretax gain on proceeds of $218 million. An $11 million pretax gain on proceeds
of $172 million was recorded from the sale of the company's national
auto/truckstop system. In addition, various oil and gas properties were sold
which generated total proceeds of $106 million with a pretax gain of $42
million. The company also sold its retail agricultural businesses with a pretax
loss of $1 million on proceeds of $31 million.
NOTE 6 - CASH FLOW INFORMATION
The company considers cash equivalents to be all highly liquid investments
purchased with a maturity of three months or less. All income taxes paid are
included in determining cash flows from operating activities. As a result,
income taxes paid on taxable income from sales of assets are not included in
cash flows from investing activities.
The 1995 and 1994 cash flow statements excluded $30 million and $23 million,
respectively, in non-cash transactions. These amounts primarily relate to the
purchase of Unocal common stock by the trustee of the Unocal Savings Plan (the
"Plan") from Unocal. The trustee used the company's matching contributions to
the Plan, which were expensed in the company's consolidated earnings statements,
to purchase the shares. In the consolidated cash flow statements, the issuance
of Unocal common stock and the matching contribution expense were treated as
non-cash transactions since the resulting effect on cash flow was zero.
40
<PAGE>
In the consolidated statement of cash flows for 1994, the $217 million
adjustment to reconcile the net loss to net cash provided by operating
activities principally included non-cash charges to earnings of $170 million for
future environmental remediation costs.
In the consolidated statement of cash flows for 1993, other changes related
to operations principally included $106 million of payments for Alaska tax and
geothermal energy sales contract settlements. Also included was a cash flow
reduction of $125 million relating to the settlement of crude oil forward sales
contracts, for which revenue was recognized in 1993, but cash was received in
1992.
NOTE 7 - OTHER FINANCIAL INFORMATION
CONSOLIDATED EARNINGS INCLUDE THE FOLLOWING:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- ----------------------------------------------------------
<S> <C> <C> <C>
Total interest costs $ 326 $ 305 $ 334
Less capitalized interest 35 30 30
- ----------------------------------------------------------
Interest expense $ 291 $ 275 $ 304
Maintenance and repair costs $ 451 $ 457 $ 442
==========================================================
</TABLE>
The consolidated balance sheet at December 31 includes the following:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994
- ---------------------------------------------------------------------------
<S> <C> <C>
Other deferred credits and liabilities:
Postretirement medical benefits obligation $ 214 $ 206
Reserve for litigation and other claims 262 204
Other employee benefits 50 54
Other 92 75
------------------------------------------------------------------------
Total $ 618 $ 539
Allowances for doubtful accounts and notes receivable $ 28 $ 15
Allowances for investments and long-term receivables $ 15 $ 3
========================================================================
</TABLE>
NOTE 8 - EXCISE, PROPERTY AND OTHER OPERATING TAXES
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Consumer excise taxes $ 898 $ 893 $ 816
Real and personal property taxes 69 68 68
Severance and other taxes on production 38 38 47
Other taxes and duties 16 18 20
- -----------------------------------------------------------------------
Total $1,021 $1,017 $ 951
=======================================================================
</TABLE>
In addition, social security and unemployment insurance taxes, which are
charged to earnings and included with salaries and wages, totaled $45 million in
1995 and $44 million in 1994 and 1993.
41
<PAGE>
NOTE 9 - INCOME TAXES
Unocal files a consolidated federal income tax return that includes
essentially all U.S. subsidiaries. The components of pretax earnings and the
provision for income taxes are as follows:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- --------------------------------------------------------
<S> <C> <C> <C>
Earnings (loss) before income
taxes and cumulative effect
on accounting changes
United States $ 69 $(163) $ 189
Foreign 394 457 422
- --------------------------------------------------------
Total $ 463 $ 294 $ 611
- --------------------------------------------------------
Income taxes
Current
Federal $ 3 $ 25 $ (73)
State 4 18 (19)
Foreign 187 245 221
-------------------------------------------------------
Total 194 288 129
Deferred
Federal 20 (120) 113
State (23) (8) 14
Foreign 12 10 12
- --------------------------------------------------------
Total 9 (118) 139
-------------------------------------------------------
Total income taxes $ 203 $ 170 $ 268
-------------------------------------------------------
</TABLE>
The following table is a reconciliation of income taxes at the federal
statutory income tax rates to income taxes as reported in the consolidated
earnings statement.
<TABLE>
<CAPTION>
Dollars in Millions 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory rate 35% 35% 35%
Taxes on book earnings computed at statutory rate $ 162 $ 103 $ 214
Foreign taxes in excess of statutory rate 59 75 66
Dividend exclusion (15) (13) (13)
Deferred federal business tax credits - - (12)
Effect of federal rate change on deferred taxes - - 14
Deferred California business tax credits, net of
federal tax effect (18) - -
Other 15 5 (1)
- -----------------------------------------------------------------------------
Total $ 203 $ 170 $ 268
- -----------------------------------------------------------------------------
</TABLE>
42
<PAGE>
NOTE 9 - INCOME TAXES (CONTINUED)
The significant components of deferred income tax assets and liabilities
included in the consolidated balance sheet at December 31, 1995 and 1994 are as
follows:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994
- -----------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets (liabilities)
Depreciation and intangible drilling costs $(1,129) $(986)
Pension assets (145) (135)
Investments in affiliates (80) (82)
Other deferred tax liabilities (216) (212)
Depletion 169 145
Exploratory costs 140 155
Federal alternative minimum tax credits 142 143
Future abandonment costs 133 126
Postretirement benefit costs 81 78
Litigation/environmental costs 108 112
1995 federal net operating loss carryforward 94 -
Other deferred tax assets 175 152
- -----------------------------------------------------------------------
Total $ (528) $(504)
- -----------------------------------------------------------------------
</TABLE>
No deferred U.S. income tax liability has been recognized on the
undistributed earnings of foreign subsidiaries that have been retained for
reinvestment. If distributed, no additional U.S. tax is expected due to the
availability of foreign tax credits. Such undistributed earnings for tax
purposes, excluding previously taxed earnings, are estimated at $759 million as
of December 31, 1995.
At year-end 1995, the company had $66 million of unused foreign tax credits
with various expiration dates through the year 2000. No deferred tax asset for
these foreign tax credits is recognized for financial statement purposes.
The federal alternative minimum tax credits are available to offset future
U.S. federal income taxes on an indefinite basis. In addition, the company has
approximately $15 million of federal business tax credit carryforwards and $28
million of California business tax credit carryforwards that will expire between
the years 2001 and 2009. The 1995 federal net operating loss carryforward is
expected to be fully utilized in 1996.
<TABLE>
<CAPTION>
NOTE 10 - INVENTORIES
Millions of Dollars 1995 1994
- ------------------------------------------------
<S> <C> <C>
Crude oil and condensate $ 48 $ 31
Refined products 161 161
Agricultural products 40 46
Minerals 30 16
Supplies, merchandise and other 81 87
- ------------------------------------------------
Total $ 360 $ 341
- ------------------------------------------------
</TABLE>
The current replacement cost of inventories exceeded the LIFO inventory value
included above by $149 million and $142 million at December 31, 1995 and 1994,
respectively.
43
<PAGE>
NOTE 11 - PROPERTIES AND CAPITAL LEASES
Investments in owned and capitalized leased properties at December 31, 1995
and 1994 are set forth below. Total accumulated depreciation, depletion and
amortization was $11,431 million and $11,096 million at December 31, 1995 and
1994, respectively.
<TABLE>
<CAPTION>
1995 1994
--------------------------------------
Millions of dollars Gross Net Gross Net
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Owned properties (at cost)
Petroleum operations:
Exploration
United States $ 113 $ 45 $ 167 $ 54
Foreign 173 90 125 71
Production
United States 7,994 2,676 8,101 2,803
Foreign 4,353 1,235 4,106 1,214
Refining and Marketing
76 Products Company 3,310 2,058 2,889 1,731
----------------------------------------------------------------------
Total 15,943 6,104 15,388 5,873
Geothermal & Power Operations 995 382 967 380
Diversified Businesses
Agricultural Products 650 221 616 191
Carbon & Minerals 140 45 123 33
Pipelines 330 99 324 99
Corporate and Unallocated 465 254 483 241
----------------------------------------------------------------------
Total owned properties 18,523 7,105 17,901 6,817
Capitalized leased properties 17 4 18 6
----------------------------------------------------------------------
Total $18,540 $7,109 $17,919 $6,823
----------------------------------------------------------------------
</TABLE>
NOTE 12 - RETIREMENT PLANS
The company and its subsidiaries have several non-contributory retirement
plans covering substantially all employees. Plan benefits are primarily based
on years of service and employees' compensation near retirement.
All U.S. plans are administered by corporate trustees. There was no company
contribution to any of the U.S. plans during the years 1993 through 1995 as plan
assets substantially exceeded the pension obligations. At year-end 1995, plan
assets principally consisted of equity securities, U.S. government and agency
issues, corporate bonds and cash.
Employees of certain foreign subsidiaries of the company are covered by
separate plans. Total obligations for all foreign plans are not material.
44
<PAGE>
NOTE 12 - RETIREMENT PLANS (CONTINUED)
Pension costs for the funded U.S. plans include the following components:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost - benefits earned during the year $ 21 $ 24 $ 20
Interest cost on projected benefit obligation 52 49 48
Actual return on plan assets (225) 9 (125)
Net amortization and deferral 129 (109) 20
Net gain from partial settlement of obligation
and curtailment of operations (7) (4) (3)
- -------------------------------------------------------------------------------
Net pension expense (income) $ (30) $ (31) $ (40)
===============================================================================
</TABLE>
The following table sets forth the plans' funded status and amounts
recognized in the consolidated balance sheet at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Plan assets at fair value $1,053 $ 885
- --------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
Vested benefits 636 484
Nonvested benefits 24 18
- --------------------------------------------------------------------------------
Accumulated benefit obligation 660 502
Effect of projected future salary increases 78 101
- --------------------------------------------------------------------------------
Projected benefit obligation 738 603
- --------------------------------------------------------------------------------
Plan assets in excess of projected benefit obligation 315 282
Unrecognized net loss 115 152
Unrecognized net assets (63) (86)
Unrecognized prior service cost 24 13
- --------------------------------------------------------------------------------
Prepaid pension cost $ 391 $ 361
- --------------------------------------------------------------------------------
</TABLE>
The assumed rates used to measure the projected benefit obligation and the
expected earnings on plan assets were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- ------
<S> <C> <C> <C>
Weighted-average discount rate 7.25% 8.50% 7.25%
Increase in future compensation levels 4.00% 5.00% 5.00%
Expected long-term return on plan assets 9.50% 9.75% 10.50%
</TABLE>
The amount of benefits which can be covered by the funded plans described
above are limited by the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code. Therefore, the company has a supplemental retirement
plan designed to maintain benefits for all employees at the plan formula level.
The amounts expensed for this plan were $5 million, $5 million and $2 million in
1995, 1994 and 1993, respectively. The accumulated obligation recognized in the
consolidated balance sheet at December 31, 1995 was $21 million.
The company has established a grantor trust to provide funding for the
benefits payable under the supplemental retirement plan. Total assets held in
the trust at December 31, 1995 and 1994 amounted to $14 million and $8 million,
respectively.
45
<PAGE>
NOTE 13 - POSTRETIREMENT AND POSTEMPLOYMENT BENEFIT PLANS
The company's medical plan provides health care benefits for eligible
employees and retired employees. Employees may become eligible for
postretirement benefits if they reach the normal retirement age while working
for the company. The plan is contributory and the benefits are subject to
deductibles and co-payments.
The following table sets forth the postretirement benefit obligation
recognized in the consolidated balance sheet at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994
- ---------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligations:
Retirees $ 134 $ 134
Fully eligible active employees 23 20
Other active employees 52 29
- ---------------------------------------------------------------------
Total 209 183
Unrecognized gain and prior service cost 4 23
- ---------------------------------------------------------------------
Accrued postretirement benefit cost $ 213 $ 206
=====================================================================
</TABLE>
Net periodic postretirement benefits cost is comprised of the following
components:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- -------------------------------------------------
<S> <C> <C> <C>
Service cost $ 4 $ 6 $ 5
Interest cost 15 15 17
- -------------------------------------------------
Total $ 19 $ 21 $ 22
=================================================
</TABLE>
The accumulated postretirement benefit obligation at December 31, 1995 was
determined using a discount rate of 7.25 percent. The health care cost trend
rates used in measuring the 1995 benefit obligations were 7.0 percent for under
age 65 and 6.2 percent for age 65 and over, gradually decreasing to 5.0 percent
by the year 2001 and remaining at that level thereafter. The rates are subject
to change in the future. The health care cost trend rate assumption has a
significant effect on the amounts reported. For example, an increase in the
assumed health care cost trend rate of one percentage point in each year would
increase the accumulated postretirement benefit obligation as of December 31,
1995 by $24 million and net periodic benefits cost by $3 million.
The company also provides benefits such as workers' compensation and disabled
employees' medical care to former or inactive employees after employment but
before retirement. The accumulated postemployment benefit obligation was $16
million as of December 31, 1995 and $17 million as of December 31, 1994.
46
<PAGE>
NOTE 14 - LONG-TERM DEBT AND CREDIT AGREEMENTS
The following table summarizes the company's long-term debt:
<TABLE>
<CAPTION>
At December 31
---------------
Millions of Dollars 1995 1994
- ------------------------------------------------------------------
<S> <C> <C>
Bonds and debentures
9-1/4% Debentures due 2003 $ 250 $ 250
9-1/8% Debentures due 2006 200 200
6-1/8% to 7-7/8% Industrial Development
Revenue Bonds due 1998 to 2008 71 74
Swiss Franc Bonds due 1996 (5.25%) 175 110
Deutsche Mark Bonds due 1998 (6.125%) 175 110
Notes
Commercial paper (6.02%) * 650 456
Medium-term notes due 1996 to 2011 (8.17%) * 1,075 754
Bank Credit Agreement (6.08%) * 105 250
Revolving credit facilities (6.31%) * 130 135
9-5/8% Notes due 1995 - 250
9-3/4% Notes due 2000 250 250
Eurodollar Notes due 1996, effective rate 9.77% - 200
8-3/4% Notes due 2001 200 200
6-3/8% Notes due 2004 200 200
7.20% Notes due 2005 200 -
Other miscellaneous debt 15 15
- ------------------------------------------------------------------
Total 3,696 3,454
Less current portion of long-term debt 4 2
- ------------------------------------------------------------------
Total long-term debt $3,692 $3,452
==================================================================
* Weighted average interest rate at December 31, 1995
</TABLE>
At December 31, 1995, the commercial paper, the Swiss Franc Bonds, $5 million
of medium-term notes due in 1996 and short-term borrowings under various credit
facilities due in 1996 were classified as long-term debt and included with the
maturity amount due in the year 2000, listed below. The company has the intent
to refinance these borrowings on a long-term basis and has the ability to do so,
if necessary, through existing lines of credit extending to the year 2000. The
amounts of long-term debt maturing in 1997, 1998, 1999 and 2000 are $118
million, $415 million, $171 million and $1,336 million, respectively.
In 1995, the company's new borrowings consisted of: (1) $350 million in
medium-term notes with interest rates ranging from 6.70% to 8.15% and maturity
dates ranging from March 2002 to April 2015; (2) $200 million of 7.20% Notes due
2005; (3) and $50 million under a $50 million revolving credit facility. The
proceeds were used principally to retire the Eurodollar Notes and refinance
other maturing debt.
The company also borrowed an additional $50 million under a $250 million
revolving credit facility that was established in 1993 for the purpose of
funding its oil and gas development program in Thailand. This credit facility,
which had $80 million outstanding at December 31, 1995, terminates December 15,
2000. For the same purpose, the company has a $45 million revolving credit
facility through April 19, 2000 in the Netherlands. The entire commitment
amount was unborrowed at year-end 1995. During 1994, the company arranged an
$85 million revolving credit facility with a Canadian Bank. This facility,
which has a perpetual 364-day maturity date, was reduced to $25 million in 1995.
The entire amount was available at year-end 1995. During 1995, the company
arranged a $200 million 364-day credit facility, which matures March 1997 and is
subject to annual renewal. The entire commitment amount was undrawn at year-end
1995. Borrowings under these four credit facilities bear interest at different
margins above London Interbank Offered Rates (LIBOR) and the agreements call for
facility fees on either the total or undrawn commitment.
The Bank Credit Agreement provides a revolving credit of $1.2 billion through
June of the year 2000 at interest rates based on LIBOR and requires a facility
fee on the total commitments. Of the total, $105 million had been drawn at
December 31, 1995. This agreement is available for general corporate purposes,
including the support of commercial paper. The company has other undrawn
letters of credit for approximately $183 million. The majority are maintained
for operational needs.
47
<PAGE>
NOTE 14 - LONG-TERM DEBT AND CREDIT AGREEMENTS (CONTINUED)
The Bank Credit Agreement and certain of the other revolving credit
facilities described above provide for the termination of the commitments and
require the prepayment of all outstanding borrowings in the event (a) any person
or group becomes the beneficial owner of more than 30 percent of the then
outstanding voting stock of Unocal, otherwise than in a transaction having the
approval of the Board of Directors of Unocal (the Board), at least a majority of
which are continuing directors (as defined therein), or (b) continuing directors
shall cease to constitute at least a majority of the Board.
NOTE 15 - LEASE RENTAL OBLIGATIONS
Future minimum rental payments for operating leases having initial or
remaining noncancelable lease terms in excess of one year are as follows:
<TABLE>
<CAPTION>
Millions of Dollars
- -----------------------------------------
<S> <C>
1996 $ 77
1997 57
1998 48
1999 37
2000 33
Balance 155
- -----------------------------------------
Total minimum lease payments $407
=========================================
</TABLE>
Net operating rental expense included in consolidated earnings is as follows:
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed rentals $ 101 $ 118 $ 129
Contingent rentals (based primarily on sales and usage) 22 32 37
Sublease rental income (49) (49) (51)
- --------------------------------------------------------------------------------
Net expense $ 74 $ 101 $ 115
================================================================================
</TABLE>
NOTE 16 - FINANCIAL INSTRUMENTS
Unocal does not hold or issue financial instruments for trading purposes.
Notional amounts are not included in the consolidated balance sheet and
generally exceed the future cash requirements relating to the instruments.
The counterparties to the company's financial instruments are regulated
exchanges or major international financial institutions with high credit
ratings. Even though the company may be exposed to losses in the event of non-
performance by these counterparties, it does not anticipate losses due to non-
performance by the counterparties. In the opinion of management, the off-
balance-sheet risk associated with these instruments is minimal and immaterial.
FOREIGN CURRENCY FORWARD AND SWAP CONTRACTS
Unocal enters into various foreign currency forward and swap contracts to
manage its exposures to adverse impacts of foreign currency fluctuations under
both debt and other obligations. Foreign currency gains or losses on the
outstanding contracts essentially offset the foreign currency gains or losses of
the underlying obligations.
48
<PAGE>
NOTE 16 - FINANCIAL INSTRUMENTS (CONTINUED)
During 1986, the company entered into two currency swap agreements to hedge
foreign currency exchange exposures related to the interest and principal
payments on the company's Swiss Franc bonds due in 1996 and Deutsche Mark bonds
due in 1998. These instruments have the same maturities as the related
underlying debt. At year-end 1995 and 1994, the aggregate notional principal
amounts of these agreements were $220 million. At year-end 1995, these currency
swap agreements had an aggregate fair value of approximately $137 million, based
on dealer quotes, which is included in long-term receivables on the consolidated
balance sheet.
In addition, the company had two currency swap agreements outstanding on
borrowings of its Canadian subsidiary, with notional amounts totaling $250
million at year end 1995, and three currency swap agreements outstanding with
national amounts totaling $310 million at year-end 1994. The agreements, entered
into by the subsidiary, have the effect of changing the subsidiary's U.S. dollar
denominated borrowings into its functional Canadian currency. The objective of
these agreements is to limit the subsidiary's exposure to currency exchange
gains and losses. The parent company also has two currency swap agreements to
offset the subsidiary's currency swaps with the objective of maintaining the
underlying debt in U.S. dollars for reporting in the consolidated financial
statements. The maturities of the agreements range from 1996 to 1999, which
generally correspond to the related debt obligations. The net fair value of the
currency swap agreements at year-end 1995 and 1994, based on dealer quotes, was
approximately zero.
As of December 31, 1995, the company had 20 currency forward contracts
outstanding to purchase 32 million Pounds Sterling for $48 million. At December
31, 1994, the company had eight currency forward contracts outstanding to
purchase 17 million Pounds Sterling for $25 million. The objective is to hedge
a series of known obligations denominated in Pounds Sterling which will come due
during the period from January 1996 to July 2000. The fair value of these
currency forward contracts at December 31, 1995 and 1994, based upon quoted
market prices of comparable instruments, was approximately $0.4 million and $1.4
million, respectively, in assets.
INTEREST RATE SWAPS
Unocal enters into interest rate swap agreements to manage its debt with the
objective of minimizing the company's borrowing costs. Net payments or receipts
under the agreements are recorded in interest expense on a current basis. The
related amounts payable to, or receivable from, the counterparties are included
in interest payable on the balance sheet. At year-end 1995 and 1994, the
interest rate swap agreements had aggregate fair values of approximately $12
million and $15 million, respectively, in liabilities, based on quoted market
prices of comparable instruments.
In 1986, the company entered into a 10-year interest rate swap agreement with
a notional amount of $200 million. This swap was entered into to hedge $200
million floating-rate Eurodollar notes, which were redeemed early in March 1995.
From March 1995 until its termination in March 1996, the agreement was used to
hedge floating-rate debt consisting of $150 million of outstanding commercial
paper and borrowing under the $50 million credit facility as discussed in Note
14. The company paid interest at a fixed rate of 9.28 percent and received
interest at a floating rate based on LIBOR. At year-end 1995 and 1994, the
floating-interest rates were 5.8 percent and 5.6 percent, respectively.
In 1994, the company entered into a three-year interest rate swap with a
notional amount of $25 million. This swap was entered into to hedge $25 million
in medium-term notes. The company pays interest at a floating rate based on
LIBOR and receives interest at a fixed rate of 6.7 percent. At year-end 1995
and 1994, the floating interest rates were 5.8 percent and 6.0 percent,
respectively.
OTHER
The company uses commodity futures contracts with maturities of one year or
less to hedge the impact of fluctuations in prices of crude oil, natural gas and
refined products. Realized and unrealized changes in the market value of
futures contracts are deferred until the hedged transaction is recognized. At
December 31, 1995, contracts covering 225 thousand barrels of crude oil, 4.2
million gallons of heating oil and 1.02 billion cubic feet of natural gas with
notional amounts totaling $4 million for crude oil, $3 million for heating oil
and $2 million for natural gas were outstanding. At December 31, 1994, the
company had outstanding contracts covering 419 thousand barrels of crude oil and
9 billion cubic feet of natural gas with notional amounts totaling $7 million
for crude oil and $16 million for natural gas. The fair values of the
contracts, based on quoted market prices, were insignificant at year-end 1995
and 1994.
49
<PAGE>
NOTE 16 - FINANCIAL INSTRUMENTS (CONTINUED)
As of December 31, 1995 and 1994, the carrying amounts of certain financial
instruments employed by the company, including cash, cash equivalents, and trade
receivables and payables are representative of fair value because of the short-
term maturity of these instruments.
The estimated fair value of the company's long-term debt was $3,983 million
and $3,541 million at year-end 1995 and 1994, respectively. The fair values of
debt instruments were based on the discounted amount of future cash outflows
using the rates offered to the company for debt of the same remaining
maturities.
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the company to concentrations
of credit risk consist primarily of temporary cash investments and trade
receivables. The company places its temporary cash investments with high credit
quality financial institutions and, by policy, limits the amount of credit
exposure to any one financial institution. Concentrations of credit risk with
respect to trade receivables are limited because there is a large number of
customers in the company's customer base spread across many industries and
geographic areas. As of December 31, 1995 and 1994, the company had no
significant concentrations of credit risk.
NOTE 17 - ACCRUED ABANDONMENT, RESTORATION AND ENVIRONMENTAL LIABILITIES
At December 31, 1995, the company had accrued $476 million for the estimated
future costs to abandon and remove wells and production facilities, primarily
related to worldwide offshore operations. The total costs for abandonments are
estimated to be $640 million to $780 million, of which the lower end of the
range is used to calculate the amount to be amortized. These estimates are
lower than those reported last year as a result of recent abandonment cost
studies performed by an outside firm.
At December 31, 1995, the company's reserves for environmental remediation
obligations totaled $214 million, of which $83 million was included in other
current liabilities. The reserve includes estimated probable future costs of
$32 million for federal Superfund and comparable state-managed multiparty
disposal sites; $35 million for formerly-operated sites for which the company
has remediation obligations; $71 million for sites related to businesses or
operations that have been sold with contractual remediation or indemnification
obligations; $57 million for company-owned or controlled sites where facilities
have been closed or operations shut down; and $19 million for sites owned and/or
controlled by the company and utilized in its ongoing operations.
NOTE 18 - CONTINGENT LIABILITIES
The company has certain contingent liabilities with respect to material
existing or potential claims, lawsuits and other proceedings, including those
involving environmental, tax and other matters, certain of which are discussed
more specifically below. The company accrues liabilities when it is probable
that future costs will be incurred and such costs can be reasonably estimated.
Such accruals are based on developments to date, the company's estimates of the
outcomes of these matters and its experience in contesting, litigating and
settling other matters. As the scope of the liabilities becomes better defined,
there will be changes in the estimates of future costs, which could have a
material effect on the company's future results of operations and financial
condition or liquidity.
ENVIRONMENTAL MATTERS
The company is subject to loss contingencies pursuant to federal, state and
local environmental laws and regulations. These include existing and possible
future obligations to investigate the effects of the release or disposal of
certain petroleum, chemical and mineral substances at various sites; to
remediate or restore these sites; to compensate others for damage to property
and natural resources, for remediation and restoration costs and for personal
injuries; and to pay civil penalties and, in some cases, criminal penalties and
punitive damages. These obligations relate to sites owned by the company or
others and associated with past and present operations, including sites at which
the company has been identified as a potentially responsible party (PRP) under
the federal Superfund laws and comparable state laws. Liabilities are accrued
when it is probable that future costs will be incurred and such costs can be
reasonably estimated. However, in many cases, investigations are not yet at a
stage where the company is able to determine whether it is liable or, if
liability is probable, to quantify the liability or estimate a range of possible
exposure. In such cases, the amounts of the company's liabilities are
indeterminate due to the potentially large number of claimants for any given
site or exposure, the unknown
50
<PAGE>
magnitude of possible contamination, the imprecise and conflicting engineering
evaluations and estimates of proper cleanup methods and costs, the unknown
timing and extent of the corrective actions that may be required, the
uncertainty attendant to the possible award of punitive damages, the recent
judicial recognition of new causes of action, the present state of the law,
which often imposes joint and several and retroactive liabilities on PRPs, and
the fact that the company is usually just one of a number of companies
identified as a PRP.
As disclosed in Note 17, at year-end 1995 the company had accrued $214
million for estimated future environmental assessment and remediation costs at
various sites where liabilities for such costs are probable. At those sites
where investigations or feasibility studies have advanced to the stage of
analyzing feasible alternative remedies and/or ranges of costs, the company
estimates that it could incur additional remediation costs aggregating
approximately $180 million.
Between August 22 and September 6, 1994, a chemical known as "Catacarb" was
released into the environment at the company's San Francisco Refinery near
Rodeo, California. Persons in the surrounding area have claimed that they were
exposed to the chemical in varying degrees. Since September 22, 1994, forty two
lawsuits have been filed by or on behalf of all persons, alleged to be several
thousand, claiming that they or their property were adversely affected by the
releases. Thirty nine of the lawsuits have been consolidated in the Superior
Court for Contra Costa County. The First Amended Model Complaint in this
consolidated action, filed on February 1, 1995, on behalf of individual
plaintiffs and purported classes of plaintiffs, alleges personal injury,
emotional distress and increased risk of future illness on behalf of the named
plaintiffs and all persons present in and around or downwind from the San
Francisco Refinery, and property damage and loss or diminution of property value
on behalf of all owners of real and personal property in the vicinity of the
Refinery, resulting from the release of Catacarb by the Refinery. Certain
individual plaintiffs allege injury from alleged subsequent releases at the
Refinery of hydrogen sulfide and other chemicals. The Model Complaint seeks
compensatory and punitive damages in unspecified amounts, equitable relief
including the creation of a fund for medical monitoring and treatment of
plaintiffs and members of the purported classes, statutory penalties and other
relief.
TAX MATTERS
In December 1994, the company received a Notice of Proposed Deficiency from
the Internal Revenue Service (IRS) related to the years 1985 through 1987. In
February 1995, the company filed a protest of the proposed tax deficiency with
the appeals section of the IRS. Discussions with the Appeals Officer are
ongoing, but it appears that two substantial issues will proceed to litigation.
The most significant issue relates to an IRS challenge of a $341 million
deduction taken by the company in its 1985 tax return for amounts paid under a
settlement agreement with Mesa Petroleum, T. Boone Pickens and Drexel Burnham
Lambert, Incorporated and certain others which ended a hostile takeover attempt
by that group. The IRS contends that the deduction is not allowable because the
payment was related solely to the purchase of the company's common stock.
Although the company did purchase shares under the settlement agreement, it
properly reflected the purchase in its records at the fair market value of the
shares purchased. The deduction at issue relates to that portion of the payment
made under the settlement agreement that exceeded the value of the shares
purchased. The company intends to vigorously dispute the IRS' assertions in
court. If the IRS were ultimately to prevail, the company would owe $157
million of tax for 1985 plus tax deductible interest estimated at $235 million
as of December 31, 1995. As this matter is not yet before a court, final
resolution of this matter is likely to be several years away.
The second issue relates to an IRS challenge of a continued deferral of
intercompany gains which arose from sales of property between subsidiaries in
1982 and 1983. The IRS contends that the $201 million balance of deferred gain
must be recognized in the company's taxable income for 1985 when the
subsidiaries contributed the property to a wholly owned master limited
partnership. The company intends to vigorously dispute the IRS' assertions in
court. If the IRS were ultimately to prevail, the company would owe $92 million
in tax for 1985, but would receive credits or refunds for offsetting deductions
in later years. For 1986 and 1987 the credits or refunds would total $35
million. In addition to tax, the company would owe tax deductible interest
estimated at $96 million as of December 31, 1995. As this matter is not yet
before a court, final resolution of this matter is likely to be several years
away.
The company believes it has adequately provided in its accounts for items and
issues not yet resolved. In the opinion of management, a successful outcome of
the litigation is reasonably likely. However, substantial adverse
51
<PAGE>
decisions could have a material effect on the company's financial condition,
operating results and liquidity in a given quarter and year when such matters
are resolved.
OTHER MATTERS
The company also has certain other contingent liabilities with respect to
litigation, claims and contractual agreements arising in the ordinary course of
business. Although these contingencies could result in expenses or judgments
that could be material to the company's results of operations for a given
reporting period, on the basis of management's best assessment of the ultimate
amount and timing of these events, such expenses or judgments are not expected
to have a material adverse effect on the company's consolidated financial
condition or liquidity.
NOTE 19 - CAPITAL STOCK
<TABLE>
<CAPTION>
COMMON STOCK
1995 1994 1993
-----------------------------
Authorized - 750,000,000 shares Thousands of Shares
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at beginning of year 244,199 241,324 240,671
Issuance of common stock 3,111 2,875 653
-----------------------------------------------------------------------------
Outstanding at end of year 247,310 244,199 241,324
-----------------------------------------------------------------------------
Par value per authorized share $ 1.00 $ 1.00 $ 1.00
=============================================================================
</TABLE>
At December 31, 1995, there were approximately 16.7 million shares reserved
for the conversion of preferred stock, 14.2 million shares for the company's
employee benefit plans and Directors' Restricted Stock Plan and 5.7 million
shares for the company's Dividend Reinvestment and Common Stock Purchase Plan.
PREFERRED STOCK
The company has authorized 100,000,000 shares of preferred stock with a par
value of $0.10 per share. In July 1992, the company issued 10,250,000 shares of
$3.50 convertible preferred stock. The convertible preferred stock is
redeemable on and after July 15, 1996, in whole or in part, at the option of the
company, at a redemption price of $52.10 per share declining to $50 per share on
and after July 15, 2002, together with accumulated but unpaid dividends. The
convertible preferred stock has a liquidation value of $50 per share and is
convertible at the option of the holder into common stock of the company at a
conversion price of $30.75 per share, subject to adjustment in certain events.
Dividends on the preferred stock at an annual rate of $3.50 per share are
cumulative and are payable quarterly in arrears, when and as declared by
Unocal's Board of Directors (the Board). Holders of the preferred stock have no
voting rights. However, there are certain exceptions including the right to
elect two additional directors if the equivalent of six quarterly dividends
payable on the preferred stock are in default.
STOCKHOLDER RIGHTS PLAN
In January 1990, the Board adopted a stockholder rights plan (Rights Plan)
and declared a dividend of one preferred stock purchase right (Right) for each
share of common stock outstanding. The Board also authorized the issuance of
one Right for each common share issued after February 12, 1990, and prior to the
earlier of the date on which the rights become exercisable, the redemption date,
or the expiration date.
The Board has designated 3,000,000 shares of preferred stock as Series A
Junior Participating Cumulative Preferred Stock (Series A Preferred Stock) in
connection with the Rights Plan. The Rights Plan provides that in the event any
person, or group of affiliated persons, becomes, or commences a tender offer or
exchange offer pursuant to which such person or group would become, the
beneficial owner of 15 percent or more of the outstanding common shares, each
Right (other than Rights held by the 15 percent stockholder) will be
exercisable, on and after the close of business on the tenth business day
following such event, unless the Rights are redeemed by the Board of Directors
of the company, to purchase units of Series A Preferred Stock (each consisting
of one one-hundredth of a share) having a market value equal to two times the
then-current exercise price (initially $75). The Rights Plan further provides
that if, on or after the occurrence of such event, the company is merged into
any other corporation or 50 percent or more of the company's assets or earning
power are sold, each Right (other than
52
<PAGE>
Rights held by the 15 percent stockholder) will be exercised to purchase shares
of the acquiring corporation having a market value equal to two times the
exercise price.
The Rights expire on January 29, 2000, unless previously redeemed by the
Board. The Rights do not have voting or dividend rights and, until they become
exercisable, have no diluting effect on the earnings of the company. As of
December 31, 1995, none of the Series A Preferred Stock had been issued nor had
the Rights become exercisable.
NOTE 20 - STOCK OPTION PLANS
Under the company's Long-Term Incentive Plans of 1991 and 1985, stock options
are granted to executives and key employees to purchase shares of the company's
common stock. The option price per share will not be less than the fair market
value of a share of common stock on the date granted. No options will be
exercisable more than 10 years after the date of grant. Restrictions may be
imposed for a period of five years on certain shares acquired through exercise
of options granted after 1990.
The following is a summary of stock option transactions for 1993, 1994 and
1995:
<TABLE>
<CAPTION>
Weighted Average
1985 Plan Shares Under Option Price per Share
- -------------------------------------------------------------------------------
<S> <C> <C>
Outstanding, January 1, 1993 2,230,291 $24.12
Exercised (266,693) 19.20
Canceled (119,428) 24.41
- -------------------------------------------------------------------------------
Outstanding, December 31, 1993 1,844,170 24.82
Exercised (95,505) 20.10
Canceled (33,735) 30.07
- -------------------------------------------------------------------------------
Outstanding, December 31, 1994 1,714,930 24.98
Exercised (198,720) 21.13
Canceled (108,996) 29.55
- -------------------------------------------------------------------------------
Outstanding, December 31, 1995 1,407,214 25.16
Exercisable, December 31, 1995 1,407,214 25.16
===============================================================================
<CAPTION>
Weighted Average
1991 Plan Shares Under Option Price per Share
- -------------------------------------------------------------------------------
<S> <C> <C>
Outstanding, January 1, 1993 998,563 $20.94
Granted 762,528 29.69
Exercised (80,099) 20.94
Canceled (44,723) 21.68
- -------------------------------------------------------------------------------
Outstanding, December 31, 1993 1,636,269 25.00
Granted 819,628 26.38
Exercised (28,384) 20.94
Canceled (98,226) 26.02
- -------------------------------------------------------------------------------
Outstanding, December 31, 1994 2,329,287 25.49
Granted 856,189 28.50
Exercised (49,906) 21.05
Canceled (66,341) 25.33
- -------------------------------------------------------------------------------
Outstanding, December 31, 1995 3,069,229 26.40
Exercisable, December 31, 1995 1,863,625 25.39
</TABLE>
Under the Long-Term Incentive Plan of 1991, there were 5,303,044 shares
available at year-end 1995 for stock option awards as well as other awards. No
additional shares will be granted under the 1985 Plan.
53
<PAGE>
NOTE 21 - SUMMARIZED FINANCIAL DATA OF UNION OIL
Unocal Corporation is the parent of Union Oil Company of California, a fully
integrated energy resources company. Virtually all operations are conducted by
Union Oil and its subsidiaries. Summarized financial information for Union Oil
and its consolidated subsidiaries is presented below:
<TABLE>
<CAPTION>
For Years Ended
----------------------------
Millions of Dollars 1995 1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Total revenues $8,425 $7,965 $8,344
Total costs and other deductions, including income
taxes 8,163 7,840 8,000
Earnings before cumulative effect of accounting
changes 262 125 344
Cumulative effect of accounting changes - (277) (130)
Net earnings (loss) 262 (152) 214
===============================================================================
<CAPTION>
At December 31
-------------------
Millions of Dollars 1995 1994
- --------------------------------------------------------------------------------
Current assets $1,576 $1,528
Noncurrent assets 8,328 7,822
Current liabilities 1,309 1,275
Noncurrent liabilities 5,645 5,264
Shareholder's equity 2,950 2,811
================================================================================
</TABLE>
NOTE 22 - INVESTMENTS IN AFFILIATES
Investments in affiliated companies accounted for by the equity method were
$407 million, $391 million and $389 million at December 31, 1995, 1994 and 1993,
respectively. Dividends or cash distributions received from these affiliates
were $92 million, $88 million and $80 million for the same years, respectively.
These affiliated companies are primarily engaged in pipeline ventures, refining
and marketing operations, and the manufacture of needle coke.
The excess of the company's investments in Colonial Pipeline Company and West
Texas Gulf Pipeline Company over its share in the related underlying equity in
net assets is being amortized on a straight-line basis over a period of 40
years. The remaining unamortized balance at December 31, 1995 was $107 million.
The company has a 50% interest in The UNO-VEN Company (UNO-VEN), a refining
and marketing partnership in the midwestern United States. The company's share
of the underlying equity in the net assets of UNO-VEN over the carrying value of
its investment is being amortized on a straight-line basis over a period of 25
years. The remaining unamortized balance at December 31, 1995 was $57 million.
Summarized financial information for these equity investees is shown below.
<TABLE>
<CAPTION>
1995 1994 1993
------------------------------------------------------------
Unocal's Unocal's Unocal's
Millions of Dollars Total Share Total Share Total Share
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $2,441 $951 $2,144 $829 $2,257 $857
Costs and other deductions 2,080 870 1,809 743 1,903 773
Net earnings 361 81 335 86 354 84
=========================================================================================
Current assets $ 631 $245 $ 440 $178 $ 452 $178
Noncurrent assets 2,095 588 2,121 597 2,081 564
Current liabilities 568 212 383 152 317 111
Noncurrent liabilities 1,012 273 1,038 291 1,068 301
Net equity 1,146 348 1,140 332 1,148 330
=========================================================================================
</TABLE>
54
<PAGE>
NOTE 23 - SALE OF ACCOUNTS RECEIVABLE
On December 15, 1995, the company entered into an agreement to sell, on a
revolving basis, an undivided interest in a defined pool of the company's trade
receivables. As collections reduce the amount of receivables included in the
pool, the company sells new receivables to bring the amount sold up to the $200
million maximum permitted by the agreement. Under the terms of the agreement,
the company retains the risk of credit loss and the collection and
administrative responsibilities for the receivables sold.
The $200 million proceeds from the sale were used to reduce borrowings and is
reflected as a reduction of accounts receivable in the consolidated balance
sheet and as operating cash flows in the consolidated statement of cash flows.
The total cost of the program from December 15, 1995 through the end of the year
was $0.8 million, which included a one-time charge of $0.3 million. The total
amount was included in operating expense in the consolidated earnings statement.
NOTE 24 - SEGMENT AND GEOGRAPHIC DATA
The company's businesses include petroleum, geothermal, agricultural
products, carbon and minerals. Petroleum involves the exploration for, and the
production, transportation, purchase and sale of, crude oil and natural gas; and
the manufacture, purchase, transportation and marketing of petroleum products
and the manufacturing and marketing of petroleum coke. Geothermal involves the
exploration for, and the production and sale of, geothermal resources and the
construction and eventual operation of electrical generating plants served by
the resources. Agricultural Products involves the manufacture, transportation
and marketing of nitrogen-based fertilizers for agricultural uses. Carbon and
Minerals operations involves the production and marketing of petroleum coke,
graphites, solvents and specialty minerals. The company is also involved in
other miscellaneous businesses.
Unocal has domestic oil and gas operations in the Louisiana/Gulf, California,
Alaska and Central U.S. regions. The sale of California oil and gas producing
properties is expected to be completed in April 1996 (see Note 25 for additional
information). Most of the company's crude oil produced in the United States is
sold to third parties. A substantial portion of the natural gas produced
domestically is sold to third parties under contracts having terms of less than
two years. The remainder is sold to third parties in the spot market, used in
the company's agricultural products operations or as fuel in its refineries.
Unocal has oil and gas production in six foreign countries: Thailand,
Indonesia, Canada, the Netherlands, United Kingdom and Zaire. The company
sells most of its foreign natural gas production overseas to third parties under
long-term contracts. The crude oil and condensate produced overseas are
primarily sold to third parties at spot market prices.
Unocal pursues exploration opportunities and business development projects
worldwide to sustain the long-term growth of the company. Currently, the main
areas of oil and gas exploration and development opportunities are in
Azerbaijan, Myanmar, Turkmenistan, Pakistan, China and Vietnam.
The company owns three refineries in California that are operated by the 76
Products Company business segment, which carries out the company's refining and
marketing activities. The company manufactures a complete line of high-quality
petroleum products, including automotive gasoline, jet and turbine fuels,
kerosene, diesel oils, automotive and industrial lubricating oils and petroleum
coke.
The company principally markets gasoline and other refined petroleum products
in the western United States under the "Unocal 76" trade name. Gasoline is
marketed to consumers at retail service stations, while jet fuels, diesel fuel,
lube oil, and heavy fuel oil are marketed to commercial users.
The Geothermal and Power Operations segment supplies geothermal steam for
power generation, with major operations in California, the Philippines and
Indonesia. This segment is constructing power plants in Indonesia to be served
by the geothermal resources it provides.
55
<PAGE>
Agricultural Products manufactures and markets nitrogen-based fertilizers for
wholesale markets to the western United States and to the Pacific Rim. Carbon
and Minerals produces and markets petroleum coke (other than on the West Coast),
graphites, solvents and specialty minerals. Pipelines principally includes the
company's equity interests in affiliated pipeline companies. Other includes the
development and sale of real estate assets and the company's equity interest in
UNO-VEN.
The Corporate and Unallocated category includes all unallocated corporate
items and miscellaneous operations. In addition, this category, especially in
prior years, includes the financial data related to businesses that were sold or
being phased-out.
Financial data by business segments and geographic areas of operation are
shown below. Intersegment revenue eliminations in business segment data are
mainly transfers from exploration and production operations to refining,
marketing and transportation operations, and in geographic areas of operations
essentially represent transfers from foreign countries to the United States.
Intersegment sales prices approximate market prices.
BUSINESS SEGMENT DATA
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993 1992 1991
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Petroleum
Exploration and Production
United States (a) $2,477 $2,501 $2,703 $ 2,824 $ 3,013
Foreign (b) 1,345 1,258 1,146 1,365 1,248
Refining, Marketing and
Transportation
76 Products Company 4,036 3,693 3,614 3,814 3,666
Geothermal and Power Operations 133 139 142 134 133
Diversified Businesses
Agricultural Products 509 378 331 324 285
Carbon and Minerals 271 241 220 220 160
Pipelines 120 92 90 84 74
Other 23 45 33 33 18
Corporate and Unallocated 79 123 585 1,906 2,957
Intersegment Eliminations (568) (505) (520) (643) (659)
- -------------------------------------------------------------------------------------------
Total $8,425 $7,965 $8,344 $10,061 $10,895
(a) Includes marketing related sales of $ 789 $ 918 $ 974 $ 1,056 $ 1,162
(b) Includes marketing related sales of $ 370 $ 200 $ 136 $ 268 $ 145
</TABLE>
56
<PAGE>
BUSINESS SEGMENT DATA (continued)
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Earnings:
Petroleum
Exploration and Production
United States $ 386 $ 289 $ 376 $ 346 $ 333
Foreign 330 407 390 377 403
Refining, Marketing and
Transportation
76 Products Company (a) (12) 23 126 44 (107)
Geothermal and Power Operations 47 57 51 34 36
Diversified Businesses
Agricultural Products 113 43 27 24 (6)
Carbon and Minerals 72 62 45 21 16
Pipelines 82 70 67 64 58
Other 12 22 25 31 12
Corporate and Unallocated
Administrative and General expense (127) (137) (98) (102) (68)
Net interest expense (257) (255) (279) (356) (357)
Environmental and Litigation expense (b) (148) (293) (130) (98) (80)
Other (35) 6 11 (36) (28)
- --------------------------------------------------------------------------------------------------------
Pretax earnings before cumulative
effect of accounting changes 463 294 611 349 212
Income taxes (203) (170) (268) (153) (139)
Cumulative effect of accounting changes - (277) (130) 24 -
- --------------------------------------------------------------------------------------------------------
Net earnings (loss) $ 260 $ (153) $ 213 $ 220 $ 73
Assets - December 31:
Petroleum
Exploration and Production (c)
United States $3,071 $3,214 $3,815 $3,774 $ 3,906
Foreign 1,648 1,509 1,528 1,563 1,595
Refining, Marketing and
Transportation
76 Products Company 2,604 2,322 2,032 1,979 1,752
Geothermal and Power Operations 481 456 436 461 469
Diversified Businesses
Agricultural Products 309 284 281 292 227
Carbon and Minerals 229 204 201 211 246
Pipelines 261 262 264 270 255
Other 230 193 179 156 131
Corporate and Unallocated 1,058 893 970 1,186 1,764
- --------------------------------------------------------------------------------------------------------
Total $9,891 $9,337 $9,706 $9,892 $10,345
</TABLE>
(a) 1991 includes the write-down of the Los Angeles Refinery for $73 million.
(b) 1994 includes a $161 million provision for environmental remediation costs.
(c) The decline in 1994 is primarily due to the write-down of impaired
producing oil and gas properties as discussed in Note 2.
57
<PAGE>
BUSINESS SEGMENT DATA (continued)
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital expenditures:
Petroleum
Exploration and Production
United States $ 497 $ 486 $ 562 $ 364 $ 488
Foreign 353 310 330 275 369
Refining, Marketing and
Transportation
76 Products Company 422 367 231 194 463
Geothermal and Power Operations 51 35 48 33 19
Diversified Businesses
Agricultural Products 55 8 8 54 37
Carbon and Minerals 12 8 4 7 6
Pipelines 5 5 4 4 8
Other 6 12 7 4 -
Corporate and Unallocated 58 41 55 24 80
- ----------------------------------------------------------------------------------------
Total $1,459 $1,272 $1,249 $ 959 $1,470
Depreciation, depletion and
amortization:
Petroleum
Exploration and Production
United States $ 537 $ 476 $ 507 $ 538 $ 493
Foreign 290 240 245 211 210
Refining, Marketing and
Transportation
76 Products Company 111 135 107 95 154
Geothermal and Power Operations 28 28 49 45 46
Diversified Businesses
Agricultural Products 28 20 18 17 42
Carbon and Minerals 6 6 6 12 9
Pipelines 6 6 7 7 7
Corporate and Unallocated 16 36 24 39 44
- ----------------------------------------------------------------------------------------
Total $1,022 $ 947 $ 963 $ 964 $1,005
========================================================================================
</TABLE>
58
<PAGE>
GEOGRAPHIC AREAS OF OPERATIONS
<TABLE>
<CAPTION>
MILLIONS OF DOLLARS 1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
United States $6,883 $6,500 $6,541 $ 6,712 $ 6,590
Foreign 1,463 1,342 1,241 1,457 1,449
Corporate and Unallocated 79 123 585 1,906 2,957
Intersegment Eliminations - - (23) (14) (101)
- ----------------------------------------------------------------------------------------------
Total $8,425 $7,965 $8,344 $10,061 $10,895
Earnings:
United States $ 636 $ 679 $ 729 $ 536 $ 400
Foreign 394 457 422 425 469
Corporate and Unallocated (567) (842) (540) (612) (657)
- ----------------------------------------------------------------------------------------------
Pretax earnings before cumulative
Effect of accounting changes 463 294 611 349 212
Income taxes (203) (170) (268) (153) (139)
Cumulative effect of accounting changes - (277) (130) 24 -
- ----------------------------------------------------------------------------------------------
Net earnings (loss) $ 260 $ (153) $ 213 $ 220 $ 73
Assets - December 31:
United States $6,905 $6,700 $7,009 $ 6,958 $ 6,806
Foreign 1,928 1,744 1,727 1,748 1,775
Corporate and Unallocated 1,058 893 970 1,186 1,764
- ----------------------------------------------------------------------------------------------
Total $9,891 $9,337 $9,706 $ 9,892 $10,345
</TABLE>
NOTE 25 - SUBSEQUENT EVENT
On February 16, 1996, Unocal and Nuevo Energy Company (Nuevo) signed an asset
purchase agreement for the sale of nearly all of Unocal's crude oil and natural
gas producing properties in California. Torch Energy Advisors, Inc. (Torch)
negotiated the sale and will operate the properties on behalf of Nuevo, a
company Torch formed in 1990. The sales agreement is subject to certain
regulatory consents, approvals and waiting periods.
Under the terms of the agreement, Unocal will receive approximately $500
million from the sale of the properties. The final cash settlement will be set
at the closing, which is expected in April 1996. In addition, beginning in
1998, the company could receive further payments that are contingent upon the
price per barrel from the properties' future oil production. The company
expects to use the proceeds from the sale to reduce debt and fund projects in
Central and Southeast Asia.
59
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES
Results of Operations
Results of operations of oil and gas exploration and production activities
are shown below. Sales revenues are net of royalty payments, net profits
interests and marketing related purchases. Other revenues primarily include
gains or losses on sales of oil and gas properties and miscellaneous rental
income.
Production costs include lifting costs and taxes other than income.
Exploration expenses consist of geological and geophysical costs, leasehold
rentals and dry hole costs. Other operating expenses primarily include
administrative and general expense. Income tax expense is based on the tax
effects arising from the operations. Results of operations do not include
general corporate overhead and interest costs.
<TABLE>
<CAPTION>
United Far Other
Millions of Dollars States East Foreign Total
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
YEAR 1995
Sales
To public $ 580 $514 $176 $1,270
Intercompany 772 249 18 1,039
Other revenues 164 5 29 198
- ------------------------------------------------------------------------------
Total 1,516 768 223 2,507
Production costs 394 102 79 575
Exploration expenses 75 64 54 193
Depreciation, depletion and 537 192 98 827
amortization
Other operating expenses 124 46 26 196
- ------------------------------------------------------------------------------
Net 386 364 (34) 716
Income taxes 146 170 (21) 295
- ------------------------------------------------------------------------------
Results of operations $ 240 $194 $(13) $ 421
YEAR 1994
Sales
To public $ 639 $495 $198 $1,332
Intercompany 749 263 14 1,026
Other revenues 17 - 41 58
- ------------------------------------------------------------------------------
Total 1,405 758 253 2,416
Production costs 420 108 76 604
Exploration expenses 69 67 56 192
Depreciation, depletion and 476 165 75 716
amortization
Other operating expenses 151 39 18 208
- ------------------------------------------------------------------------------
Net 289 379 28 696
Income taxes 109 194 15 318
- ------------------------------------------------------------------------------
Results of operations $ 180 $185 $ 13 $ 378
YEAR 1993
Sales
To public $ 624 $517 $187 $1,328
Intercompany 839 198 12 1,049
Other revenues 66 - 51 117
- ------------------------------------------------------------------------------
Total 1,529 715 250 2,494
Production costs 448 108 78 634
Exploration expenses 75 28 63 166
Depreciation, depletion and 507 174 71 752
amortization
Other operating expenses 122 42 12 176
- ------------------------------------------------------------------------------
Net 377 363 26 766
Income taxes 149 168 12 329
- ------------------------------------------------------------------------------
Results of operations $ 228 $195 $ 14 $ 437
</TABLE>
60
<PAGE>
COSTS INCURRED
Costs incurred in oil and gas property acquisition, exploration and
development activities, either capitalized or charged to expense, are shown
below. Data for the company's capitalized costs related to petroleum production
and exploration activities are presented in Note 11.
<TABLE>
<CAPTION>
United Far Other
Millions of Dollars States East Foreign Total
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1995
Property acquisition
Proved $ 7 $ - $ 6 $ 13
Unproved 13 2 5 20
Exploration 138 117 62 317
Development 383 181 91 655
- ----------------------------------------------------------
1994
Property acquisition
Proved $ 5 $ - $ - $ 5
Unproved 4 - 7 11
Exploration 115 94 58 267
Development 398 189 62 649
- ----------------------------------------------------------
1993
Property acquisition
Proved $ 32 $ - $ 2 $ 34
Unproved 8 - 14 22
Exploration 121 40 61 222
Development 469 203 94 766
- ----------------------------------------------------------
</TABLE>
AVERAGE SALES PRICE AND PRODUCTION COSTS PER UNIT (UNAUDITED)
The average sales price is based on sales revenues and volumes attributable
to net working interest production. The average production costs per barrel
presented below are based on equivalent petroleum barrels, including natural gas
converted at a ratio of 6.0 MCF to one barrel of oil which represents the energy
content of the wet gas.
<TABLE>
<CAPTION>
United Far Other
States East Foreign Total
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995
Average sales price:
Crude oil and condensate - per barrel $15.03 $16.09 $15.69 $15.40
Natural gas - per MCF 1.56 2.04 1.39 1.72
Natural gas liquids - per barrel 11.57 12.99 9.02 11.73
Average production costs per barrel 3.49 1.50 5.40 2.94
=============================================================================
1994
Average sales price:
Crude oil and condensate - per barrel $13.06 $14.55 $14.36 $13.63
Natural gas - per MCF 1.78 2.01 1.76 1.86
Natural gas liquids - per barrel 11.38 8.32 8.31 10.60
Average production costs per barrel 3.60 1.54 5.15 3.00
- -----------------------------------------------------------------------------
1993
Average sales price:
Crude oil and condensate - per barrel $13.68 $15.50 $14.88 $14.21
Natural gas - per MCF 1.97 2.11 1.79 2.01
Natural gas liquids - per barrel 13.65 8.06 9.51 12.51
Average production costs per barrel 4.02 1.77 5.53 3.40
- -----------------------------------------------------------------------------
</TABLE>
61
<PAGE>
OIL AND GAS RESERVE DATA (UNAUDITED)
Estimates of physical quantities of oil and gas reserves, determined by
company engineers, for the years 1995, 1994 and 1993 are shown below. As
defined by the Securities and Exchange Commission, proved oil and gas reserves
are the estimated quantities of crude oil, natural gas and natural gas liquids
that geological and engineering data demonstrate with reasonable certainty to be
recoverable in future years from known reservoirs under existing economic and
operating conditions. Accordingly, these estimates do not include probable or
possible reserves. Estimated oil and gas reserves are based on available
reservoir data and are subject to future revision. Proved reserve quantities
exclude royalties owned by others, however, foreign reserves held under certain
production sharing agreements, principally with Indonesia, are reported on a
gross basis. The gross basis includes the company's net working interest and
host country's interest. Unocal's estimated net worldwide reserves, excluding
the host country's share under these production sharing agreements, would have
been 596 million barrels of crude oil and 6,308 billion cubic feet of natural
gas at December 31, 1995.
Natural gas reserves are reported on a wet-gas basis, which include natural
gas liquids reserves. For informational purposes, natural gas liquids reserves
in the U.S. were 83, 91 and 95 million barrels at December 31, 1995, 1994 and
1993, respectively. They are derived from the natural gas reserves by applying
a national average shrinkage factor obtained from the Department of Energy
published statistics. Foreign natural gas liquids reserves were insignificant
for the above periods.
ESTIMATED PROVED RESERVES OF CRUDE OIL AND CONDENSATE
<TABLE>
<CAPTION>
United Far Other
MILLIONS OF BARRELS States East Foreign Total
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DEVELOPED AND UNDEVELOPED AS OF JANUARY 1, 1993 506 189 99 794
Revisions of estimates (6) - 2 (4)
Improved recovery 6 - - 6
Discoveries and extensions 27 5 25 57
Purchases 4 - - 4
Sales (6) - (3) (9)
Production (48) (a) (25) (11) (84)
- ------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1993 483 169 112 764
Revisions of estimates (7) 6 3 2
Improved recovery 2 - - 2
Discoveries and extensions 9 28 7 44
Sales (18) - (2) (20)
Production (50) (32) (13) (95)
- ------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1994 419 171 107 697
Revisions of estimates 9 8 (11) 6
Improved recovery 19 - - 19
Discoveries and extensions 4 21 7 32
Purchases - - 20 20
Sales (18) - (1) (19)
Production (46) (31) (11) (88)
- ------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1995 387 169 111 667
==========================================================================================
PROVED DEVELOPED RESERVES
December 31, 1992 388 107 57 552
December 31, 1993 360 98 78 536
December 31, 1994 318 103 69 490
December 31, 1995 298 96 64 458
</TABLE>
(a) Excludes 7 million barrels produced in 1993 but sold under forward
contracts in 1992.
62
<PAGE>
OIL AND GAS RESERVE DATA (UNAUDITED) (CONTINUED)
ESTIMATED PROVED RESERVES OF NATURAL GAS
<TABLE>
<CAPTION>
United Far Other
BILLIONS OF CUBIC FEET States East Foreign Total
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DEVELOPED AND UNDEVELOPED AS OF JANUARY 1, 1993 3,831 2,596 310 6,737
Revisions of estimates (94) 49 (20) (65)
Discoveries and extensions 348 261 19 628
Purchases 26 - 23 49
Sales (19) - (75) (94)
Production (365) (237) (21) (623)
- ------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1993 3,727 2,669 236 6,632
Revisions of estimates 3 (2) (16) (15)
Discoveries and extensions 282 624 88 994
Purchases 117 (a) - - 117
Sales (128) (b) - (3) (131)
Production (421) (243) (22) (686)
- ------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1994 3,580 3,048 283 6,911
Revisions of estimates (55) 40 (20) (35)
Discoveries and extensions 209 408 - 617
Purchases - - 7 7
Sales (54) - - (54)
Production (419) (241) (21) (681)
- ------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 1995 3,261 3,255 249 6,765
==========================================================================================
PROVED DEVELOPED RESERVES
December 31, 1992 2,460 1,587 225 4,272
December 31, 1993 2,520 1,601 147 4,268
December 31, 1994 2,437 1,768 127 4,332
December 31, 1995 2,194 1,807 188 4,189
</TABLE>
(a) Includes 115 billion cubic feet due to property exchanges.
(b) Includes 105 billion cubic feet due to property exchanges.
63
<PAGE>
PRESENT VALUE OF FUTURE NET CASH FLOW (UNAUDITED)
The present value of future net cash flows from proved oil and gas reserves
for the years 1995, 1994 and 1993 are presented below. Revenues are based on
estimated production of proved reserves from existing and planned facilities and
on average prices of oil and gas at year-end. Development and production costs
related to future production are based on year-end cost levels and assume
continuation of existing economic conditions. Income tax expense is computed by
applying the appropriate year-end statutory tax rates to pretax future cash
flows less recovery of the tax basis of proved properties, and reduced by
applicable tax credits.
The company cautions readers that the data on the present value of future net
cash flow of oil and gas reserves are based on many subjective judgments and
assumptions. Different, but equally valid, assumptions and judgments could lead
to significantly different results. Additionally, estimates of physical
quantities of oil and gas reserves, future rates of production and related
prices and costs for such production are subject to extensive revisions and a
high degree of variability as a result of economic and political changes. Any
subsequent price changes will alter the results and the indicated present value
of oil and gas reserves. It is the opinion of the company that this data can be
highly misleading and may not be indicative of the value of underground oil and
gas reserves.
<TABLE>
<CAPTION>
United Far Other
Millions of Dollars States East Foreign Total
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995
Revenues (a) $12,395 $7,617 $1,939 $21,951
Production costs 4,532 1,423 1,013 6,968
Development costs (b) 1,696 1,025 253 2,974
Income tax expense 1,824 2,176 298 4,298
- ----------------------------------------------------------------------------------
Future net cash flow 4,343 2,993 375 7,711
10% annual discount 1,496 1,129 117 2,742
- ----------------------------------------------------------------------------------
Present value of future net cash flow $ 2,847 $1,864 $ 258 $ 4,969
==================================================================================
1994
Revenues (a) $11,291 $6,610 $1,798 $19,699
Production costs 4,829 1,321 890 7,040
Development costs (b) 1,835 1,122 217 3,174
Income tax expense 1,189 1,729 290 3,208
- ----------------------------------------------------------------------------------
Future net cash flow 3,438 2,438 401 6,277
10% annual discount 1,141 858 128 2,127
- ----------------------------------------------------------------------------------
Present value of future net cash flow $ 2,297 $1,580 $ 273 $ 4,150
==================================================================================
1993
Revenues (a) $12,260 $6,049 $1,467 $19,776
Production costs 5,114 1,192 640 6,946
Development costs (b) 1,980 1,006 201 3,187
Income tax expense 1,172 1,788 263 3,223
- ----------------------------------------------------------------------------------
Future net cash flow 3,994 2,063 363 6,420
10% annual discount 1,333 546 124 2,003
- ----------------------------------------------------------------------------------
Present value of future net cash flow $ 2,661 $1,517 $ 239 $ 4,417
==================================================================================
(a) Average prices at year end used in this calculation are as follows:
Crude oil per barrel
1995 $ 15.44 $17.14 $15.20
1994 13.26 16.84 14.81
1993 10.08 14.96 11.78
Natural gas per mcf
1995 $ 1.98 $ 2.18 $ 1.58
1994 1.62 1.88 1.28
1993 2.05 1.99 1.62
</TABLE>
(b) Includes dismantlement and abandonment costs.
64
<PAGE>
CHANGES IN PRESENT VALUE OF FUTURE NET CASH FLOW (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
Millions of Dollars 1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Present value at beginning of year $ 4,150 $ 4,417 $ 5,425
Discoveries and extensions, net of
estimated future costs 743 602 626
Net purchases and sales of proved
reserves (a) (51) (22) (52)
Revisions to prior estimates:
Prices net of estimated changes in
production costs 2,321 83 (2,026)
Future development costs (516) (164) 92
Quantity estimates (58) (88) (403)
Production schedules and other (548) 39 91
Accretion of discount 636 543 741
Development costs related to beginning
of year reserves 635 646 764
Sales of oil and gas, net of production
costs of $575 million in 1995, $604 million
in 1994 and $634 million in 1993 (1,734) (1,754) (1,653)(b)
Net change in income taxes (609) (152) 812
- --------------------------------------------------------------------------------
Present value at end of year $ 4,969 $ 4,150 $ 4,417
================================================================================
</TABLE>
(a) Purchases of reserves were valued at $23 million, $26 million and $39
million in 1995, 1994 and 1993, respectively. Sales of reserves, including
the sale of future production, were valued at $74 million, $48 million and
$91 million for the same years, respectively.
(b) Excludes the 1992 sale of future production for which income was recognized
in 1993 but cash was received in 1992.
65
<PAGE>
QUARTERLY FINANCIAL AND MARKET PRICE DATA (Unaudited)
- -----------------------------------------------------
<TABLE>
<CAPTION>
1995 QUARTERS
---------------------------------------------------------------------
Dollars in millions except per share amounts 1st 2nd 3rd 4th
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenues (a) $1,906 $2,290 $2,005 $2,224
Total costs and other deductions, including income
taxes (b) 1,832 2,212 1,946 2,175
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings $ 74 $ 78 $ 59 $ 49
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings per common share $ .27 $ .28 $ .20 $ .16
- --------------------------------------------------------------------------------------------------------------------------------
Gross margin (c) $ 147 $ 176 $ 139 $ 122
- --------------------------------------------------------------------------------------------------------------------------------
(a) Includes sales and operating revenues of $1,826 $2,238 $1,933 $2,136
(b) Includes special items of $ 15 $ 50 $ 10 $ 148
(c) Gross margin equals sales and operating revenues less crude oil and product purchases, operating and selling expenses,
depreciation, depletion and amortization, dry hole costs, exploration expense, consumer excise taxes and other operating taxes.
1994 QUARTERS
---------------------------------------------------------------------
Dollars in millions except per share amounts 1st 2nd 3rd 4th
- --------------------------------------------------------------------------------------------------------------------------------
Total revenues (a) $1,916 $2,045 $2,020 $1,984
Total costs and other deductions, including income
taxes (b) 1,853 1,986 1,950 2,052
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) before cumulative effect
of accounting change 63 59 70 (68)
Cumulative effect of accounting change (277) - - -
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) $ (214) $ 59 $ 70 $ (68)
- --------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per common share:
Before cumulative effect of accounting change $ .22 $ .21 $ .25 $ (.32)
Cumulative effect of accounting change (1.14) - - -
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) per common share $ (.92) $ .21 $ .25 $ (.32)
- --------------------------------------------------------------------------------------------------------------------------------
Gross margin (c) $ 132 $ 188 $ 203 $ 16
- --------------------------------------------------------------------------------------------------------------------------------
(a) Includes sales and operating revenues of $1,829 $2,023 $1,989 $1,956
(b) Includes special items of $ 58 $ 13 $ 17 $ 229
(c) Gross margin equals sales and operating revenues less crude oil and product purchases, operating and selling expenses,
depreciation, depletion and amortization, dry hole costs, exploration expense, consumer excise taxes and other operating taxes.
</TABLE>
The net loss for the fourth quarter of 1994 included charges of $94 million
($152 million pretax) for environmental remediation costs, $22 million ($35
million pretax) for litigation expenses, $22 million ($35 million pretax) for
asset write-downs and $15 million ($25 million pretax) for restructuring costs.
Fourth quarter charges for environmental remediation and litigation are
principally due to changes in estimates. Included in the $94 million for
environmental remediation costs was $16 million ($26 million pretax) which
relates to incremental obligations incurred over a number of prior periods but
which would not have been material to any such period.
66
<PAGE>
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Dollars in millions except per share amounts 1995 1994 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES AND EARNINGS DATA
Sales revenues
Petroleum products $ 2,768 $ 2,457 $ 2,895 $ 3,710 $ 3,759
Crude oil and condensate 2,303 2,314 2,264 2,754 3,027
Agricultural products 486 373 319 292 256
Natural gas 1,031 1,109 1,104 1,033 954
Geothermal 120 135 145 197 204
Natural gas liquids 97 96 101 116 117
Minerals 95 79 62 80 92
Other 74 119 149 457 967
Consumer excise taxes 898 893 816 992 1,050
- ------------------------------------------------------------------------------------------------------------
Total 7,872 7,575 7,854 9,631 10,426
Operating revenues 261 222 223 256 309
Other revenues 292 168 267 174 160
- ------------------------------------------------------------------------------------------------------------
Total revenues 8,425 7,965 8,344 10,061 10,895
Earnings before cumulative effect of
accounting changes 260 124 343 196 73
Per common share .91 .36 1.27 .75 .31
Net earnings (loss) (a) 260 (153) 213 220 73
Per common share .91 (.78) .73 .85 .31
- ------------------------------------------------------------------------------------------------------------
SHARE DATA
Cash dividends declared on preferred stock $ 36 $ 36 $ 36 $ 17 $ -
Per share 3.50 3.50 3.50 1.62 -
Cash dividends declared on common stock 197 194 181 167 164
Per share .80 .80 .75 .70 .70
Number of common stockholders of record
at year end 33,028 37,622 41,682 44,870 43,591
Weighted average common shares - thousands 246,112 242,640 241,114 238,278 234,594
- ------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA
Current assets $ 1,576 $ 1,528 $ 1,578 $ 1,660 $ 1,978
Current liabilities 1,316 1,257 1,196 1,436 1,524
Working capital 260 271 382 224 454
Ratio of current assets to current liabilities 1.2:1 1.2:1 1.3:1 1.2:1 1.3:1
Total assets 9,891 9,337 9,706 9,892 10,345
Long-term debt 3,692 3,452 3,455 3,530 4,543
Total stockholders' equity 2,930 2,815 3,129 3,131 2,464
Per common share 9.87 9.54 10.90 10.93 10.50
Return on average stockholders' equity 9.1% (5.1)% 6.8% 7.9% 2.9%
- ------------------------------------------------------------------------------------------------------------
GENERAL DATA
Salaries, wages and employee benefits (b) $ 797 $ 811 $ 744 $ 817 $ 843
Number of regular employees at year end 12,509 13,127 13,613 14,687 17,248
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Net earnings (loss) included the cumulative effect of accounting changes
which consisted of a charge of $277 million ($1.14 per common share) in
1994, a charge of $130 million ($.54 per common share) in 1993 and a gain of
$24 million ($.10 per common share) in 1992.
(b) Employee benefits are net of pension income recognized in accordance with
current accounting standards for pension costs. For years 1995, 1994 and
1993, such benefits also include the accrued postretirement medical benefits
cost.
67
<PAGE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE: None.
-----------------
PART III
The information required by Items 10 through 12 (except for information
regarding the company's executive officers) is incorporated by reference to
Unocal's Proxy Statement for its 1996 Annual Meeting of Stockholders (the "1996
Proxy Statement") (File No. 1-8483), as indicated below. The 1996 Proxy
Statement is expected to be filed with the Securities and Exchange Commission on
or about April 22, 1996.
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See the information regarding Unocal's directors and nominees for election as
directors to appear under the caption "Item 1. Election of Directors" in the
1996 Proxy Statement. Also, see the list of Unocal's executive officers and
related information under the caption "Executive Officers of the Registrant" in
Part I of this report on page 17.
ITEM 11 - EXECUTIVE COMPENSATION
See the 1996 Proxy Statement for information regarding executive compensation
to appear under the captions "Summary Compensation Table," "Option Grants in
1995," "Aggregated Option/SAR Exercises in 1995 and December 31, 1995 Option
Values," "Long-Term Incentive Plans - Awards in 1995," "Pension Plan Benefits -
Estimated Annual Retirement Benefits," "Employment and Change of Control
Agreements" and for information regarding directors' compensation to appear
under the caption "Directors' Compensation."
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See the 1996 Proxy Statement for information regarding security ownership to
appear under the captions "Security Ownership of Certain Beneficial Owners" and
"Security Ownership of Management."
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: Not required.
-----------------
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial statements, financial statement schedules and exhibits filed as
part of this annual report:
(1) Financial Statements: See the Index to Consolidated Financial
Statements and Financial Statement Schedules under Item 8 on page
30 of this report.
(2) Financial Statement Schedules: See the Index to Consolidated
Financial Statements and Financial Statement Schedules under Item 8
on page 30 of this report.
(3) Exhibits: The Exhibit Index on pages 73 and 74 of this report lists
the exhibits that are filed as part of this report.
68
<PAGE>
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(continued)
(b) Reports filed on Form 8-K:
During the fourth quarter of 1995:
(1) Current Report on Form 8-K dated and filed October 26, 1995, for
the purpose of reporting, under item 5, third quarter and
year-to-date earnings.
During the first quarter of 1996 to the date hereof:
(1) Current Report on Form 8-K dated and filed January 25, 1996, for
the purpose of reporting, under item 5, the company's fourth
quarter and full-year 1995 earnings.
(2) Current Report on Form 8-K dated and filed February 20, 1996 for
the purpose of reporting, under item 5, the company's sale of its
California oil and gas producing properties.
(3) Current Report on Form 8-K dated and filed February 23, 1996 for
the purpose of reporting, under item 5, the company's crude oil
and natural gas reserve data.
69
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
Date: March 25, 1996 By /s/ NEAL E. SCHMALE
----------------------------------
Neal E. Schmale
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 25, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------- --------------------------------------------
<S> <C>
/s/ ROGER C. BEACH Chairman of the Board of Directors and Chief
- ----------------------------- Executive Officer
Roger C. Beach
/s/ JOHN F. IMLE, JR. Director and President
- -----------------------------
John F. Imle, Jr.
/s/ NEAL E. SCHMALE Director and Chief Financial
- ----------------------------- Officer
Neal E. Schmale
/s/ CHARLES S. MCDOWELL Vice President and Comptroller
- ----------------------------- (Principal Accounting Officer)
Charles S. McDowell
</TABLE>
70
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------- --------------------------------------------
<S> <C>
/s/ JOHN W. AMERMAN Director
- -----------------------------
John W. Amerman
/s/ MACDONALD G. BECKET Director
- -----------------------------
MacDonald G. Becket
/s/ JOHN W. CREIGHTON, JR. Director
- -----------------------------
John W. Creighton, Jr.
/s/ MALCOLM R. CURRIE Director
- -----------------------------
Malcolm R. Currie
/s/ FRANK C. HERRINGER Director
- -----------------------------
Frank C. Herringer
/s/ DONALD P. JACOBS Director
- -----------------------------
Donald P. Jacobs
/s/ RICHARD J. STEGEMEIER Director
- -----------------------------
Richard J. Stegemeier
/s/ CHARLES R. WEAVER Director
- -----------------------------
Charles R. Weaver
/s/ J. STEVEN WHISLER Director
- -----------------------------
J. Steven Whisler
Director
- -----------------------------
Marina v.N. Whitman
</TABLE>
71
<PAGE>
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
ADDITIONS
-------------------------
<S> <C> <C> <C> <C> <C>
CHARGED OR CHARGED OR
BALANCE AT (CREDITED) (CREDITED) DEDUCTIONS BALANCE
BEGINNING TO COSTS & TO OTHER FROM AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS RESERVES (A) OF PERIOD
- ------------------------------------------------------------------------------------------------------------
YEAR 1995
Amounts deducted from
applicable assets:
Accounts and notes receivable $15 $22 $ - $ (9) $28
Investments and long-term receivables $ 3 - $12 - $15
YEAR 1994
Amounts deducted from
applicable assets:
Accounts and notes receivable $16 $10 $ 1 $(12) $15
Investments and long-term receivables $ 4 $(1) $ - $ - $ 3
YEAR 1993
Amounts deducted from
applicable assets:
Accounts and notes receivable $18 $11 $(2) $(11) $16
Investments and long-term receivables $ 5 $ 2 $(2) $ (1) $ 4
- -------------------
</TABLE>
(a) Represents receivables written off, net of recoveries, reinstatements, and
losses sustained.
72
<PAGE>
UNOCAL CORPORATION
EXHIBIT INDEX
<TABLE>
<C> <S>
Exhibit 3.1 Certificate of Incorporation of Unocal, as amended through July
23, 1992, and currently in effect (incorporated by reference to
Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to Unocal's
Annual Report on Form 10-K for the year ended December 31,
1993, File No. 1-8483).
Exhibit 3.2 Bylaws of Unocal, as amended though May 22, 1995, and currently
in effect (incorporated by reference to Exhibit 3 to Unocal's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, File No. 1-8483).
Exhibit 3.3 Bylaws of Unocal, as amended effective June 3, 1996.
Exhibit 4.1 Standard Multiple-Series Indenture Provisions, January 1991,
dated as of January 2, 1991 (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-3 of Union
Oil Company of California and Unocal (File Nos. 33-38505 and
33-38505-01)).
Exhibit 4.2 Form of Indenture, dated as of January 30, 1991 among Union Oil
Company of California, Unocal and The Bank of New York
(incorporated by reference to Exhibit 4.2 to the Registration
Statement on Form S-3 of Union Oil Company of California and
Unocal (File Nos. 33-38505 and 33-38505-01)).
Exhibit 4.3 Form of Indenture, dated as of February 3, 1995, among Union
Oil Company of California, Unocal and Chemical Trust Company of
California (incorporated by reference to Exhibit 4.6 to the
Registration Statement on Form S-3 of Union Oil Company of
California and Unocal (File Nos. 33-54861 and 33-54861-01)).
Other instruments defining the rights of holders of long term
debt of Unocal and its subsidiaries are not being filed since
the total amount of securities authorized under each of such
instruments does not exceed 10 percent of the total assets of
the company and its subsidiaries on a consolidated basis.
Unocal agrees to furnish a copy of any such instrument to the
Securities and Exchange Commission (Commission) upon request.
Exhibit 10.1 Rights Agreement, dated as of January 29, 1990, between the
Unocal and Chemical Trust Company of California, as Rights
Agent (incorporated by reference to Exhibit 1 to Unocal's
Current Report on Form 8-K dated January 29, 1990, File No.
1-8483).
The following Exhibits 10.2 through 10.9 are management contracts or
compensatory plans, contracts or arrangements required to be filed by Item 601
(b) (10) (iii) (A) of Regulation S-K.
Exhibit 10.2 Management Incentive Program (incorporated by reference to
Exhibit A to Unocal's Proxy Statement dated March 18, 1991 for
its 1991 Annual Meeting of Stockholders, File No. 1-8483).
Exhibit 10.3 Long-Term Incentive Plan of 1985 (incorporated by reference to
Unocal's Proxy Statement dated March 24, 1984 for its 1984
Annual Meeting of Stockholders, File No. 1-8483).
Exhibit 10.4 Supplemental Retirement Plan for Key Management Personnel, as
amended and effective January 1, 1989 (incorporated by
reference to Exhibit 10.3 to Unocal's Annual Report on Form
10-K for the year ended December 31, 1990, File No. 1-8483).
Exhibit 10.5 Other Compensatory Arrangements (incorporated by reference to
Exhibit 10.4 to Unocal's Annual Report on Form 10-K for the
year ended December 31, 1990, File No. 1-8483).
Exhibit 10.6 Directors' Restricted Stock Plan of 1991 (incorporated by
reference to Exhibit B to Unocal's Proxy Statement dated March
18, 1991 for its 1991 Annual Meeting of Stockholders, File No.
1-8483).
Exhibit 10.7 Admendments to Directors Restricted Stock Plan effective
February 8, 1996.
Exhibit 10.8 Form of Indemnity Agreement between Unocal and each of its
directors (incorporated by reference to Exhibit A to Unocal's
Proxy Statement dated March 20, 1987 for its 1987 Annual
Meeting of Stockholders, File No. 1-8483).
Exhibit 10.9 Employment Agreement, effective July 1, 1994, between Union Oil
Company of California and Lawrence M. Higby (incorporated by
reference to Exhibit 10 to Unocal's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994, File No. 1-8483).
Exhibit 11 Statement regarding computation of earnings per common share
for the five years ended December 31, 1995.
</TABLE>
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UNOCAL CORPORATION
EXHIBIT INDEX (CONTINUED)
<TABLE>
<CAPTION>
<S> <C>
Exhibit 12.1 Statement regarding computation of ratio of earnings to fixed
charges of Unocal for the five years ended December 31, 1995.
Exhibit 12.2 Statement regarding computation of ratio of earnings to
combined fixed charges and preferred stock dividends of Unocal
for the five years ended December 31, 1995.
Exhibit 12.3 Statement regarding computation of ratio of earnings to fixed
charges of Union Oil Company of California for the five years
ended December 31, 1995.
Exhibit 21 Subsidiaries of Unocal Corporation.
Exhibit 23 Consent of Coopers & Lybrand L.L.P.
Exhibit 27 Financial data schedule for the year ended December 31, 1995
(included only in the copy of this report filed electronically
with the Commission).
</TABLE>
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EXHIBIT 3.3
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 10:00 o'clock A.M. on the fourth Monday in May of each year if not a
legal holiday, 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 and properly brought before the
meeting. If the fourth Monday in May is a legal holiday, the annual meeting of
the stockholders shall be held at 10:00 o'clock A.M. on the preceding or
subsequent Monday as fixed by resolution of the Board.
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. The decisions of the Chairman of the Board
or officer presiding at all stockholders' 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 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.
<PAGE>
Section 7. NOTICE OF STOCKHOLDER BUSINESS. At any meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a 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 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 meeting (a) a brief description of the
business desired to be brought before the 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 a meeting except in accordance with
the procedures set forth herein.
Section 8. QUORUM. The holders of one-third (1/3) of all of the outstanding
shares of the stock of the Corporation 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 managed 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. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Board shall appoint
a Chairman, who 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. The Board may also appoint a
Vice Chairman, who shall preside at all meetings of the Board of Directors in
the absence of the Chairman 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.
Section 4. ANNUAL MEETINGS. Immediately following each annual meeting of
stockholders, the Board shall hold its annual meeting for the purpose of
organization, election of officers and the transaction of any other business.
Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be held at
the times and on the dates fixed by resolution of the Board.
Section 6. SPECIAL MEETINGS. Special meetings of the Board for any purpose
or purposes whatsoever may be called by the Chairman of the Board or the Chief
Executive Officer or, in the absence or inability of either of them, by the
President, the Chief Financial Officer, or by at least two of the directors at
the time in office.
Section 7. NOTICE OF MEETINGS. Notice of annual meetings and of regular
meetings of the Board is hereby dispensed with. Notice of special meetings must
be given at least two days in advance if given by mail, or at least twenty-four
hours in advance if delivered personally or given by telephone or telegram.
Section 8. PLACE OF MEETINGS. All meetings of the Board, whether annual,
regular or special meetings, shall be held at any place within or without the
State of Delaware which has been 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 9. 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.
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Section 10. 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 11. 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 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
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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 12. 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 any
stockholders' meeting.
Section 13. COMMITTEES. The Board may, by resolution, appoint one or more
committees, in addition to an Executive Committee and a Management 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 14. ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken by the Board or any committee thereof may be taken without a meeting,
if all members of the Board or such committee, as the case may be, 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 15. CONFERENCE CALLS. Members of the Board or any committee thereof
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.
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 management of the business
and affairs of the Corporation, except that the Executive Committee shall not be
permitted to fill vacancies on the Board or on any committee, approve any action
for which stockholder approval is also required by the Delaware General
Corporation Law, amend or repeal any resolution of the Board which by its
express terms is not so amendable or repealable, or appoint other committees of
the Board or the members thereof and shall not have any powers restricted by
Section 141(c) of the Delaware General Corporation Law unless the Board shall
have specifically delegated authority to the Executive Committee to take action
with respect to a matter listed in such section as permitted to be so delegated.
Section 3. PROCEDURE. Two members of the Executive Committee shall
constitute a quorum of the Executive Committee for the transaction of business.
The Executive Committee, by vote of a majority of its members, shall fix its own
times and places of meetings 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.
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.
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ARTICLE VI
MANAGEMENT COMMITTEE
Section 1. NUMBER AND COMPOSITION. The Board of Directors shall appoint from
its membership, annually, a Management Committee composed of the directors who
are salaried officers of the Corporation. The Chairman of the Management
Committee shall be the Chief Executive Officer of the Corporation.
Section 2. POWERS. The Management 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 management of the business
and affairs of the Corporation, subject to approval limits established by
resolution of the Board of Directors as deemed appropriate from time to time,
but the Management Committee shall not be permitted to fill vacancies on the
Board or on any committee, appoint officers, approve any action for which
stockholder approval is also required by the Delaware General Corporation Law,
amend or repeal any resolution of the Board or of the Executive Committee, which
by its express terms is not so amendable or repealable, or appoint other
committees of the Board or the members thereof and shall not have any powers
restricted by Section 141(C) of the Delaware General Corporation Law unless the
Board shall have specifically delegated authority to the Management Committee to
take action with respect to a matter listed in such section as permitted to be
so delegated.
Section 3. PROCEDURE. Two members of the Management Committee shall
constitute a quorum of the Management Committee for the transaction of business.
The Management Committee, by vote of a majority of its members, shall fix its
own times and places of meetings, 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. The Management Committee shall keep regular minutes of
all business transacted at its meetings.
ARTICLE VII
OFFICERS
Section 1. OFFICERS. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Chief Financial Officer, a Vice President, a
Secretary, a Comptroller, a Treasurer, and a Chief Legal Officer. The
Corporation may also have, at the discretion of the Board, 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, the Chairman of the Board, or the Chief Executive
Officer. 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 annual meeting and each shall hold office
until the corresponding 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) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the
officer, reporting directly to the Board, responsible for overall management of
the Corporation and shall have general supervision, direction and control over
the business and affairs of the Corporation and its officers. The Chief
Executive Officer shall be a member of the Executive Committee and of the
Management Committee and in general shall perform all duties incident to the
office of Chief Executive Officer 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.
(b) PRESIDENT. The President 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, the Chief Executive Officer or
prescribed by the Bylaws.
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(c) CHIEF FINANCIAL OFFICER AND VICE PRESIDENTS. The Chief Financial Officer
and each Vice President shall have such authority and shall perform such duties
as shall from time to time be assigned by the Board, the Chief Executive Officer
or prescribed by 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 of the Corporation's transfer agent, a stock register, which may be
an electronic database, showing the names of the stockholders of record and
their addresses, the number and classes of shares held by each, the numbers and
dates of the certificates issued for those shares, and the numbers and dates of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of the
stockholders and the Board required to be given by the Bylaws or by law. The
Secretary shall have charge of and be custodian of the seal of the Corporation
and the minute books and documents relating to the existence and governance of
the Corporation.
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
Chief Executive Officer or the Bylaws, and shall in general, subject to control
of the Board, the Chairman of the Board and the Chief Executive Officer, 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, may perform the
duties of the Secretary unless and until the contrary is expressed by the Board,
and may perform such other duties as may 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, the Chief Executive Officer,
or the Chief Financial Officer, and shall disburse the funds of the Corporation
which have been duly approved for disbursement. The Treasurer shall enter or
cause to be entered regularly in the books of the Corporation 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 Chief Executive Officer,
the Chief Financial Officer or the Bylaws, and shall in general, subject to
control of the Board, the Chief Executive Officer, and the Chief Financial
Officer, 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, may perform the
duties of the 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 Board, the Chief Executive Officer, and the Chief
Financial Officer, such periodic reports covering the results 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 Chief Executive
Officer, the Chief Financial Officer or the Bylaws and shall in general, subject
to control of the Board, the Chief Executive Officer, and the Chief Financial
Officer, 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, may perform
the duties of the Comptroller 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 Comptroller.
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(j) 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,
the Chairman of 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 VIII
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 Chief Executive Officer, the President, the
Chief Financial Officer, a Vice President, the Treasurer, The Comptroller, or by
any such officer and shall be attested by the Secretary or an Assistant
Secretary, who shall have authority to affix the corporate seal to the same.
The Board also may authorize, and delegate to any one or more of the Chief
Executive Officer, the President and the Chief Financial Officer the power to so
authorize, any other officer or officers, employee or employees, or agent 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, an employee or employees 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, employee or employees or
agent or agents as shall be thereunto authorized from time to time by the Board
of Directors, which may delegate the power to so authorize to any one or more of
the Chief Executive Officer, the President and the Chief Financial Officer.
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 Chief
Executive Officer, the President, the Chief Financial Officer, a Vice President,
the Secretary, the Treasurer or the Comptroller, or by such other officers upon
whom the Board of Directors may from time to time confer like powers.
ARTICLE IX
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 IX 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 X
EMERGENCY
Section 1. "Emergency" as used in this Article means disorder, disturbance
or damage caused by war, enemy attack, other warlike acts or by catastrophe,
disaster or other similar emergency condition, which prevents the 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 hereto, 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
7
<PAGE>
the emergency Board of Directors 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 Board of 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.
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 acting
pursuant to this Article and in accordance with known orders of governmental
authorities.
Section 4. If, during any emergency, a quorum of the Board of Directors, as
provided in Section 3 of this Article, cannot be found or is unable to act, any
three available members of the Executive Committee, including the Chief
Executive Officer, shall be and constitute the Board of Directors, with two
thereof constituting a quorum, and as such shall have and exercise the fullest
power of the Board of Directors for the conduct and management of the affairs
and business of the Corporation, permitted by law, without the limitations set
forth in Section 2 of ARTICLE V of these Bylaws, provided that such emergency
Board of Directors 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 three members of
the Executive Committee, including the Chief Executive Officer, are not able to
serve, any three available directors shall be and constitute such emergency
Board of Directors, with two thereof constituting a quorum, for the 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, as provided in Section 3 of this Article, nor a quorum of the
emergency Board of Directors, 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 any three of (in the following order of priority)
available directors, including any one or more of the Chief Executive Officer,
the President and the Chief Financial Officer, and as many Vice Presidents (or,
in case of their inability, any other officers), in order of seniority, as may
be necessary from time to time to constitute a total of three emergency
directors. The Chief Executive Officer and any other one emergency director
shall constitute a quorum of such emergency Board of Directors for exercise of
the powers conferred and performance of the duties imposed hereunder, but if the
Chief Executive Officer is not available, any two of such emergency directors
shall constitute a quorum.
8
<PAGE>
Exhibit 10.7
AMENDMENT TO DIRECTORS' RESTRICTED STOCK PLAN
EFFECTIVE FEBRUARY 8, 1996
"RESOLVED, That effective February 8, 1996, the first sentence of
Section 7 of the Directors' Restricted Stock Option Plan is hereby amended to
read as follows: 'Except as otherwise provided by paragraph b of this Section 7,
Restricted Stock issued under the Plan shall have a Restricted Period beginning
on the Date of Grant or the date of the annual deferral election, whichever is
applicable, and ending, as elected by the Holder, from five to ten years
thereafter or, if later than five years after the Date of Grant or date of the
annual deferral election, whichever is applicable, on the day following the day
the Holder ceases to be a Director of the Company.'
"RESOLVED FURTHER, That effective February 8, 1996, subparagraph b(i) of
Section 7 of the Directors' Restricted Stock Purchase Plan is hereby amended to
read as follows: 'The end of the Restricted Period elected by the Holder.'
"RESOLVED FURTHER, That effective February 8, 1996, the last sentence of
Section 7 of the Directors' Restricted Stock Plan is hereby deleted.
"RESOLVED FURTHER, That effective February 8, 1996, Section 7 of the
Directors' Restricted Stock Plan is hereby amended by adding the following
provisions at the end thereof:
"For purposes of Section 5 beginning with the Restricted Stock Award
for the 12 calendar months prior to the month of the 1996 Annual Meeting
of Shareholders, and for purposes of the second paragraph of Section 6
beginning with periods from and after September 1, 1996, the following
provisions shall apply: In lieu of actually issuing Stock at the time an
Eligible Director is entitled to receive Restricted Stock as provided
above, the Company shall credit to an account for such Eligible
Director (a 'Restricted Stock Unit Account') a number of units
('Restricted Stock Units') equal to the number of shares of Restricted
Stock the Eligible Director would be entitled to receive at such time
but for the provisions of this paragraph. At the time of each payment of
cash dividends on Stock, additional Restricted Stock Units (or portions
thereof) will be credited to the Eligible Director's Restricted Stock
Unit Account in an amount equal to the number of shares of Stock that
could be purchased at a price equal to Fair Market Value with an amount
of cash equal to the cash dividend per share multiplied by the number of
Restricted Stock Units in the Eligible Director's Restricted Stock Unit
Account on the dividend record date. Solely for purposes of the
foregoing sentence, Fair Market Value shall be as defined in Section 2,
except that closing prices for the 30 consecutive trading days prior to
the dividend payment date shall be used in the calculation. If giving
effect to the foregoing would cause the sum of the shares of Restricted
Stock issued under the Plan and the number of Restricted Stock Units in
all Restricted Stock Unit Accounts to exceed the number of shares
authorized under this Plan, the Company shall in lieu of issuing
Restricted Stock Units thereunder pay Eligible Directors a cash amount
equal to the cash dividend per share multiplied by the number of
Restricted Stock Units in the Eligible Director's Restricted Stock
Account on the dividend record date. At the end of the Restriction
Period, the Company shall deliver a stock certificate representing a
number of shares equal to the number of Restricted Stock Units no longer
subject to forfeiture or other restrictions (other than any restrictive
legends or stop transfer instructions appropriate under federal or state
securities laws). The definition of 'Restricted Stock' is amended to
include references to Restricted Stock Units unless the context
otherwise requires. The provisions of paragraph c of this Section 7
insofar as they apply to Restricted Stock represented by Restricted
Stock Units, shall be as follows:
c. Restricted Stock represented by Restricted Stock Units in an
Eligible Director's Restricted Stock Unit Account shall be entirely
forfeited in the event that during a Restriction Period the Holder
resigns other than for Good Cause or is dismissed for cause by the
Board during his or her elected term. Resignation for Good Cause
shall include resignation for reasons of personal health or health
of family members, to avoid conflicts of interest, as a result of
increased family demands or business demands of a directors'
employer, as a result of accepting government or community service,
as a result of a change in area of residence or as a result of a
material increase in the time required or projected to be required
for service on the Board of Directors of the Company.
<PAGE>
EXHIBIT 11
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(DOLLARS AND SHARES IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------------------------------
1995 1994 1993 1992 1991
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PRIMARY:
Net earnings (loss) including
cumulative effect of accounting
changes $260,319 $(153,374) $212,867 $220,013 $ 72,545
Preferred stock dividend (35,875) (35,875) (35,875) (16,642) -
------------------------------------------------------------
Net earnings (loss) applicable to 224,444 $(189,249) $176,992 $203,371 $ 72,545
common stock
Weighted average common shares
outstanding 246,112 242,640 241,114 238,278 234,594
Dilutive common stock equivalents 943 1,040 1,081 1,123 629
------------------------------------------------------------
247,055 243,680 242,195 239,401 235,223
- ----------------------------------------------------------------------------------------------------
NET EARNINGS (LOSS) PER COMMON SHARE $ .91 $ (.78) $ .73 $ .85 $ .31
- ----------------------------------------------------------------------------------------------------
FULLY DILUTED:
Net earnings (loss) including
cumulative effect of accounting
change $260,319 $(153,374) $212,867 $220,013 $ 72,545
Weighted average common shares
outstanding 246,112 242,640 241,114 238,278 234,594
Dilutive common stock equivalents 1,511 1,714 1,743 1,561 629
Conversion of preferred stock * 16,667 16,667 16,667 16,667 16,667
------------------------------------------------------------
264,290 261,021 259,524 256,506 235,223
- ----------------------------------------------------------------------------------------------------
NET EARNINGS (LOSS) PER COMMON SHARE $ .98 $ (.59) $ .82 $ .86 $ .31
- ----------------------------------------------------------------------------------------------------
</TABLE>
* The effect of assumed conversion of preferred stock on earnings per share is
antidilutive
<PAGE>
EXHIBIT 12.1
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Earnings before cumulative effect of
accounting changes $ 260 $ 124 $ 343 $ 196 $ 73
Provision for income taxes 203 170 268 153 139
Minority interest - - - 5 6
----- ----- ----- ----- -----
Earnings subtotal (a) 463 294 611 354 218
Fixed charges included in earnings:
Interest expense 291 275 304 379 395
Interest portion of rentals (b) 41 50 55 61 67
----- ----- ----- ----- -----
Subtotal 332 325 359 440 462
Earnings available before fixed charges $ 795 $ 619 $ 970 $ 794 $ 680
===== ===== ===== ===== =====
Fixed charges:
Fixed charges included
in earnings $ 332 $ 325 $ 359 $ 440 $ 462
Capitalized interest 35 30 30 34 40
----- ----- ----- ----- -----
Total fixed charges $ 367 $ 355 $ 389 $ 474 $ 502
===== ===== ===== ===== =====
Ratio of earnings to fixed charges (a) 2.2 1.7 2.5 1.7 1.4
(a) Includes pretax asset write-downs
of: $ 105 $ 71 $ 19 $ 50 $ 106
The ratio of earnings, excluding
asset write-downs, to fixed charges
would be: 2.5 1.9 2.5 1.8 1.6
</TABLE>
(b) Calculated as one-third of operating rental expense.
<PAGE>
EXHIBIT 12.2
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Earnings before cumulative effect of
accounting changes $ 260 $ 124 $ 343 $ 196 $ 73
Provision for income taxes 203 170 268 153 139
Minority interest - - - 5 6
----- ----- ----- ----- -----
Earnings subtotal (a) 463 294 611 354 218
Fixed charges included in earnings:
Interest expense 291 275 304 379 395
Interest portion of rentals (b) 41 50 55 61 67
----- ----- ----- ----- -----
Subtotal 332 325 359 440 462
Earnings available before fixed charges $ 795 $ 619 $ 970 $ 794 $ 680
===== ===== ===== ===== =====
Fixed charges and preferred stock
dividends:
Fixed charges included
in earnings $ 332 $ 325 $ 359 $ 440 $ 462
Capitalized interest 35 30 30 34 40
Preferred stock dividends, pre-tax
basis 58 58 58 26 -
----- ----- ----- ----- -----
Total fixed charges and preferred
stock dividends $ 425 $ 413 $ 447 $ 500 $ 502
===== ===== ===== ===== =====
Ratio of earnings to combined fixed
charges 1.9 1.5 2.2 1.6 1.4
and preferred stock dividends (a)
(a) Includes pretax asset write-downs
of: $ 105 $ 71 $ 19 $ 50 $ 106
The ratio of earnings, excluding asset
write-downs, to combined fixed charges
and preferred stock dividends would
be: 2.1 1.7 2.2 1.7 1.6
</TABLE>
(b) Calculated as one-third of operating rental expense.
<PAGE>
EXHIBIT 12.3
UNION OIL COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Earnings before cumulative effect of
accounting changes $ 262 $ 125 $ 344 $ 197 $ 75
Provision for income taxes 203 170 268 153 139
Minority interest - - - 5 6
----- ----- ----- ----- -----
Earnings subtotal (a) 465 295 612 355 220
Fixed charges included in earnings:
Interest expense 291 275 304 379 395
Interest portion of rentals (b) 41 50 55 61 67
----- ----- ----- ----- -----
Subtotal 332 325 359 440 462
Earnings available before fixed charges $ 797 $ 620 $ 971 $ 795 $ 682
===== ===== ===== ===== =====
Fixed charges:
Fixed charges included
in earnings $ 332 $ 325 $ 359 $ 440 $ 462
Capitalized interest 35 30 30 34 40
----- ----- ----- ----- -----
Total fixed charges $ 367 $ 355 $ 389 $ 474 $ 502
===== ===== ===== ===== =====
Ratio of earnings to fixed charges (a) 2.2 1.7 2.5 1.7 1.4
- ----------------------------
(a) Includes pretax asset write-downs
of: $ 105 $ 71 $ 19 $ 50 $ 106
The ratio of earnings, excluding asset
write-downs, to fixed charges would
be: 2.5 1.9 2.5 1.8 1.6
</TABLE>
(b) Calculated as one-third of operating rental expense.
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF UNOCAL CORPORATION
<TABLE>
<CAPTION>
<S> <C>
Organized
under
Name of Company law of
- --------------- ---------
Union Oil Company of California, dba California
"UNOCAL"
Philippine Geothermal, Incorporated California
Unocal International Corporation Nevada
Unocal Canada Limited Alberta
Unocal Indonesia, Limited Bermuda
Unocal Netherlands B.V. Netherlands
Unocal Thailand, Limited Bermuda
</TABLE>
The indented companies are subsidiaries of Union Oil Company of California.
The names of 147 subsidiaries are omitted inasmuch as such subsidiaries,
considered in the aggregate as a single subsidiary, would not constitute a
significant subsidiary.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the following Registration
Statements of Unocal Corporation, Registration Statements on Form S-8 (Nos.
33-43231, 33-43232 and 33-65461) and Registration Statements on Form S-3 (Nos.
33-54861-01 and 33-63719) of our report, which includes an explanatory
paragraph regarding Unocal Corporation's change in their method of accounting
for the impairment of long-lived assets and long-lived assets to be disposed of
in 1995; for recognizing the reduction in value of its oil and gas properties in
1994; and for postretirement benefits other than pensions and for postemployment
benefits in 1993, dated February 14, 1996, except for Note 25, as to which the
date is February 16, 1996, which appears on page 59 of this Annual Report on
Form 10-K.
COOPERS & LYBRAND L. L. P.
Los Angeles, California
March 28, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated earnings statement and consolidated balance sheet and is qualified
in its entirety by reference to such financial statments.
</LEGEND>
<CIK> 0000716039
<NAME> UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 94
<SECURITIES> 0
<RECEIVABLES> 920
<ALLOWANCES> 0
<INVENTORY> 360
<CURRENT-ASSETS> 1,576
<PP&E> 18,540
<DEPRECIATION> 11,431
<TOTAL-ASSETS> 9,891
<CURRENT-LIABILITIES> 1,316
<BONDS> 3,698
0
513
<COMMON> 247
<OTHER-SE> 2,193
<TOTAL-LIABILITY-AND-EQUITY> 9,891
<SALES> 8,133
<TOTAL-REVENUES> 8,425
<CGS> 4,947
<TOTAL-COSTS> 7,962
<OTHER-EXPENSES> 3,015
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 291
<INCOME-PRETAX> 463
<INCOME-TAX> 203
<INCOME-CONTINUING> 260
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 260
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
