UNION TEXAS PETROLEUM HOLDINGS INC
8-K, 1997-01-24
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                  --------------------------------------------




                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  --------------------------------------------




       Date of Report (Date of earliest event reported): January 24, 1997

                      UNION TEXAS PETROLEUM HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)



        Delaware                      1-9019                     76-0040040
     (State or other                Commission               (I.R.S. Employer
      jurisdiction                 File Number)              Identification No.)
    of incorporation)

                  1330 Post Oak Boulevard, Houston, Texas 77056
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (713) 623-6544





<PAGE>



Item 5.  OTHER EVENTS.

          Press Releases. The information set forth in the press releases of the
registrant  dated  October 28,  1996,  January  22,  1997 and January 23,  1997,
respectively,  each of which is filed as an exhibit  hereto,  is incorporated by
reference herein.

          Director.  Mr.  Saul A. Fox  resigned  as a  director  of the  Company
effective  as of January 13, 1997.  The Board of  Directors  is searching  for a
replacement to fill his vacancy.

          The press  releases  contain  forward-looking  statements  within  the
meaning of and in  reliance  upon the "safe  harbor"  provisions  of the Private
Securities  Litigation Reform Act, as set forth in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended,  that involve risks and  uncertainties,  including price volatility,
exploration, development, operational, implementation and opportunity risks, and
other factors described from time to time in the registrant's publicly available
SEC reports, which could cause actual results to differ materially.  The capital
spending budget is subject to revision based upon results of activities,  market
conditions, acqusition opportunities and other factors.

Item 7.  FINANCIAL STATEMENT AND EXHIBITS.

         (c)      Exhibits.


Exhibit
Number          Description
- ------          -----------
99.1       Press release dated October 28, 1996
99.2       Press release dated January 22, 1997
99.3       Press release dated January 23, 1997





<PAGE>



                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                              UNION TEXAS PETROLEUM
                              HOLDINGS, INC.



                                    By:  /s/ Alan R. Crain, Jr.
                                         ---------------------------------
                                         Alan R. Crain, Jr.
                                         Vice President and General Counsel


Date: January 24, 1997





<PAGE>



                                INDEX TO EXHIBITS



Exhibit
Number         Description
- ------         -----------
99.1      Press release dated October 28, 1996
99.2      Press release dated January 22, 1997
99.3      Press release dated January 23, 1997



                                                            Exhibit 99.1

Contact: Carol L. Cox
         (713) 968-2714

                         UNION TEXAS PETROLEUM ANNOUNCES
                         TWO OIL DISCOVERIES IN PAKISTAN

             COMPANY TO DRILL EXPLORATION WELL IN EASTERN SINDH AREA

          Houston,  October 28, 1996 -- Union Texas Petroleum  Holdings,  (NYSE:
UTH) today reported two oil  discoveries  in the Sindh province in  southeastern
Pakistan by its wholly-owned subsidiary,  Union Texas Pakistan, Inc.
          Union Texas Pakistan also reported plans to drill an exploration  well
in the Eastern Sindh area of Pakistan in 1997.

Jagir  and  Sakhi  Oil  Discoveries 
- ------------------------------------
          The Jagir oil  discovery  was made by a joint  venture  group in which
Union Texas Pakistan  serves as operator with Occidental  Petroleum  (Pakistan),
Inc., Government Holdings and the Oil and Gas Development Corporation (OGDC).
          The  Jagir No. 1  exploration  well  flowed  at a daily  rate of 3,027
barrels of oil per day on a  48/64-inch  choke  with 410  pounds-per-square-inch
flowing tubing  pressure from the Lower Goru  formation  between 7,060 and 7,226
feet. The well is located  approximately 125 miles (200 kilometers) northeast of
Karachi.  The well was placed on production on August 6, producing an average of
2,100  barrels of oil per day.  Union Texas  Pakistan and  Occidental  Petroleum
(Pakistan) each holds a 25.5% working  interest in the Jagir well. The remaining
interests are held by Government  Holdings with a 25% working  interest and OGDC
with a 24% working interest.
                                    - more -

<PAGE>


                                       -2-

          The Sakhi oil  discovery  was made by a joint  venture  group in which
Union Texas Pakistan serves as operator with Occidental Petroleum (Pakistan) and
OGDC.  The Sakhi No. 1 exploration  well tested at a daily rate of 2,106 barrels
of oil per day on a 32/64-inch choke with 1,032  pounds-per-square-inch  flowing
tubing pressure from the Lower Goru formation  between 6,596 and 6,646 feet. The
Sakhi well is located about 125 miles (200  kilometers)  northeast from Karachi.
The well was  placed on  production  on August 14,  producing  an average of 800
barrels of oil per day. Union Texas Pakistan and Occidental Petroleum (Pakistan)
each holds a 30% working interest in the Sakhi well and OGDC holds the remaining
40%  working  interest. 
          The Jagir and Sakhi wells represent the Union Texas Pakistan venture's
100th  and  101st   exploration   wells  and  its  44th  and  45th  discoveries,
respectively,  on the Badin block.  In addition to 101  exploration  wells,  the
venture also has drilled 73 appraisal and  development  wells,  of which 66 were
successful.
          The venture  currently  produces an average of 25,000 gross barrels of
oil and 160  million  cubic feet of gas per day from 66  producing  wells on the
Badin block,  which comprises  nearly 2 million acres.  The Union Texas Pakistan
group currently accounts for about 40% of Pakistan's domestic oil production and
about 9% of its  domestic  gas  production.  From  1977 to the end of 1995,  the
venture had  discovered a cumulative  total of  approximately  233 million gross
barrels of oil  equivalent,  of which  approximately  38% is oil and 62% natural
gas.

Exploration    Drilling   in   Eastern    Sindh   Area   of   Pakistan
- ----------------------------------------------------------------------
          Union Texas  Pakistan  also serves as operator  for the Eastern  Sindh
block,  located  east of the  Badin  area in the  Sindh  province.  Union  Texas
Pakistan said it
                                    - more -

<PAGE>


                                               -3-
plans to begin drilling its initial  exploration well on the Eastern Sindh block
in the  second  quarter of 1997.  "The  Eastern  Sindh  block  represents  a new
exploration area in Pakistan,  with very little previous exploration  drilling,"
said Union Texas  Chairman  and CEO John  Whitmire.  "The  objectives  which our
initial  well on the  Eastern  Sindh  block  will be  testing  have much  larger
potential, but also much higher risk, than the prospects that we have drilled in
the Badin  area.  We are  excited to begin  exploration  drilling in the Eastern
Sindh area."
         The Eastern Sindh  license,  which was granted to Union Texas  Pakistan
and its co-venturers in late 1994,  covers an area of approximately  1.7 million
acres.  Union Texas  Pakistan,  as operator,  has a 70% working  interest in the
license.  The remaining interests are held by Edison International S.p.A. with a
25% working interest and Government Holdings with a 5% working interest.
         One  of  the  largest  independent   producers  located  in  the  U.S.,
Houston-based Union Texas Petroleum Holdings, Inc. explores for and produces oil
and gas overseas  primarily in the U.K. North Sea, Indonesia and other strategic
areas.  The company  has  petrochemical  operations  in  Louisiana.  Union Texas
celebrated its 100th anniversary in January 1996.

         This  news  release  contains  forward-looking  statements  within  the
meaning  of  the  Securities  Litigation  Reform  Act  that  involve  risks  and
uncertainties,   including  price  volatility,   development,   operational  and
implementation  risks,  and  other  factors  described  from time to time in the
company's  publicly  available SEC reports,  which could cause actual results to
differ materially.

                                      # # #

For additional information, contact:

         Carol Cox, media                                    713-968-2714
         John Zimmerman, analysts and investors              713-968-2740




                                  News Release


[GRAPHIC OMITTED]

1330 Post Oak Boulevard
P.O. Box 2120
Houston, Texas 77252-2120
(713) 623-6544

Union Texas Petroleum

Contact:       Carol Cox
               713-968-2714


                  UNION TEXAS PETROLEUM ANNOUNCES $229 MILLION
                             CAPITAL BUDGET FOR 1997


          Houston,  January  22, 1997 -- The Board of  Directors  of Union Texas
Petroleum Holdings, Inc. (NYSE: UTH) has approved a 1997 capital spending budget
of  approximately  $229  million,  up 23% from $186 million  spent in 1996.  The
higher  spending in 1997  includes  increased  capital  programs in Union Texas'
worldwide exploration activities and its petrochemical business in Louisiana.
          "Union  Texas'  higher  capital  spending  in 1997 is  evidence of our
strong  commitment  to grow the company and create value for our  shareholders,"
said Chairman and CEO John Whitmire. "Our 1997 budget is centered on an expanded
and diversified exploration program,  development projects to add production,and
programs to enhance our profitable  petrochemical business. We see many exciting
growth  opportunities  in  1997  for  Union  Texas  and we are  working  hard to
capitalize on these  opportunities." 

1997 Exploration Budget Up Nearly 90% from 1996
- -----------------------------------------------
          Union Texas' 1997 capital plans call for approximately $68 million for
exploration  activities,  an increase  of nearly 90% from $36  million  spent in
1996. The 1997 exploration program is focused on drilling and seismic activities
in Italy, Tunisia and Alaska and other areas in Latin

                                    - more -

<PAGE>


                                        2

America,  Africa, the Middle East and Central Asia where the company is actively
pursuing  a number  of new  exploration  ventures.  Union  Texas  also  plans to
participate  in  exploration  programs  in the  United  Kingdom,  Indonesia  and
Pakistan  where the company  currently has producing  operations.
 
Highlights of Union Texas' 1997 exploration  program include: 

o         In Italy's Southern Apennines area,  drilling will be completed on the
          Monte Foi prospect, the first exploration well in which Union Texas is
          participating  in this area. In addition,  extensive  seismic programs
          will be  conducted on several  other blocks in the Southern  Apennines
          area
o         Two to  three  wells in  Tunisia,  including  one or two  wells on the
          offshore Ramla block and one well on the onshore Jeffara block 
o         Eleven exploration wells in Pakistan, including the first exploration
          well on the Eastern Sindh block
o         Up to four exploration wells in the United Kingdom, of which two wells
          are planned in St. George's Channel
o         Up to four exploration  wells and continuation of a phased  three-year
          3-D seismic survey on the Sanga-Sanga block in Indonesia
o         A seismic program and possibly an exploration well in late 1997 on the
          Kenai Peninsula in Alaska
o         Drilling on several other  exploration  blocks which will be announced
          pending  receipt of  necessary  approvals. 
          Union Texas said its 1997 exploration program places a greater 
          emphasis on proven
                                    - more -

<PAGE>


                                        3

hydrocarbon  basins and less  emphasis on frontier  plays which had been pursued
during the past several years.

$127 Million Earmarked for Development Projects in 1997
- -------------------------------------------------------
          Union Texas has  allocated  about $127 million in 1997 for oil and gas
development projects, down from $150 million spent in 1996. A major component of
Union Texas' 1997 development  plans is the company's  participation in the U.K.
North Sea's Britannia gas development  project, in which Union Texas has a 9.42%
unit  interest.  The company  has  earmarked  about $43  million for  additional
development drilling,  platform fabrication and facilities work for Britannia in
1997,  compared to $56 million spent in 1996. The largest  undeveloped gas field
in the United Kingdom, Britannia is anticipated to commence production in mid to
late 1998. The field's  platform is being designed to handle gross production of
up to 740 million cubic feet of gas and up to 70,000  barrels of condensate  and
natural gas liquids per day.
          Of the remaining $26 million allocated for development projects in the
United Kingdom for 1997,  approximately $10 million is earmarked for development
work at the producing Alba oil field, including additional  extended-reach wells
to the  field's  southern  portion.  Development  activity  at Alba  during 1996
boosted the oil field's  production  capacity from 75,000 gross barrels a day to
100,000  gross  barrels  by the end of 1996.  Union  Texas  has a 15.5%  working
interest in Alba.
          Union Texas' 1997 development plans include $8 million for the initial
development  of the Alpine oil field in the  Western  Colville  area on Alaska's
North Slope. Union Texas has a 22% working interest in Alpine, a large new field
being developed by Union Texas and its co-venturers ARCO Alaska, Inc. (operator)
and Anadarko  Petroleum  Corp.  Alpine is anticipated  to start producing


                                    - more -

<PAGE>


                                        4

at an  initial  rate of  30,000  gross  barrels  of oil per day in  early  2000,
increasing to 60,000 gross barrels in 2001.
          Union  Texas  also has  budgeted  about  $36  million  on  development
projects at its  interests  in  Indonesia  and about $14 million on  development
activities at its operations in Pakistan. The company also said it is evaluating
several  downstream  projects  in  Pakistan  and  elsewhere  around  the  world.

Petrochemicals Capital Spending Rises to $32 Million in 1997
- ------------------------------------------------------------
          At its  petrochemical  operations in  Louisiana,  Union Texas plans to
spend about $32 million on capital projects,  four times the $8 million spent in
1996. Union Texas' activities at its  petrochemical  operations during 1997 will
include  the  construction  and  installation  of an  additional  furnace at its
jointly-owned ethylene plant in Geismar, Louisiana. The new furnace is scheduled
to commence start-up  operations in the fourth quarter of 1997. The company will
also undertake projects to enhance its feedstock supply system to take advantage
of new offshore gas production and related  natural gas liquids from the Gulf of
Mexico.
          One  of  the  largest  independent  producers  located  in  the  U.S.,
Houston-based  Union  Texas  explores  for and  produces  oil  and gas  overseas
primarily in the U.K.  North Sea,  Indonesia and other  strategic  international
areas.  The  company  has  petrochemical  interests  in  the  U.S.  Union  Texas
celebrated its 100th anniversary in January 1996.
          This news  release  contains  forward-looking  statements  within  the
meaning  of  the  Securities  Litigation  Reform  Act  that  involve  risks  and
uncertainties, including price volatility, exploration, development, operational
and  implementation  risks, and other factors described from time to time in the
company's  publicly  available SEC reports,  which could cause actual results to
differ  materially.  This capital  spending  budget is subject to revision based
upon results of activities,  market  conditions,  acquisition  opportunities and
other factors.

                                    - more -

<PAGE>


                                        5

                      UNION TEXAS PETROLEUM HOLDINGS, INC.
                               CAPITAL SPENDING 1
                              (DOLLARS IN MILLIONS)


<TABLE>
<CAPTION>
                                                                          Planned               1996
                                                                          -------               ----
                                                                            1997
                                                                            ----
<S>                                                                      <C>                  <C>    

United Kingdom
     Exploration                                                          $     7              $     3
     Britannia Development                                                $    43              $    56
     Other Development                                                    $    26              $    38
Indonesia
      Exploration                                                         $     8              $     4
      Development                                                         $    36              $    31
Pakistan
      Exploration                                                         $    15              $     8
      Development                                                         $    14              $    12
Alaska
      Exploration                                                         $     7              $    10
      Development                                                         $     8              $     3
Other International Exploration 2                                         $    31              $    11
                                                                          -------              -------
      Total Exploration & Development                                     $   195              $   176
Petrochemicals                                                            $    32              $     8
Corporate                                                                 $     2              $     2
                                                                          -------              -------
      Total Capital Spending                                              $   229              $   186
</TABLE>


1  Includes  the  company's  equity  interests  in the  Unimar  partnership  and
   excludes capitalized interest.

2  Includes Italy, Tunisia and other new areas.

  For additional information, contact:

    Carol Cox, media                                        713-968-2714
    John Zimmerman, analysts and investors                  713-968-2740

                                      # # #

                                                    


                                  News Release

[GRAPHIC OMITTED]
1330 Post Oak Boulevard
P.O. Box 2120            
Houston, Texas 77252-2120
Union Texas Petroleum

Contact:      Carol Cox
              713-968-2714

        UNION TEXAS PETROLEUM'S 1996 EARNINGS RISE NEARLY 50% ABOVE 1995

           Union Texas Replaces 117% of Its 1996 Worldwide Production

         Houston,  January  23,  1997 -- Union Texas  Petroleum  Holdings,  Inc.
(NYSE:  UTH) today  reported 1996 earnings of $1.75 per share,  nearly 50% above
$1.17 per share  earned in 1995.  Net income for 1996 was $152  million,  versus
$102  million  in 1995.  Sales and  operating  revenues  for 1996  climbed to $1
billion, compared to $852 million in 1995.
         "During 1996,  Union Texas benefited from  substantial  worldwide price
increases  for crude oil and  Iiquefied  natural  gas (LNG) and from an all-time
high  production  level  at our  international  oil  and gas  operations,"  said
Chairman and CEO John Whitmire. "A major achievement for the company in 1996 was
the decision by Union Texas and our co-venturers  ARCO Alaska,  Inc.  (operator)
and Anadarko Petroleum Corp. to develop the Alpine oil field in Alaska.  Alpine,
which is scheduled to begin  production  in early 2000,  contributed  32 million
barrels in proved oil reserves net to Union Texas in 1996.
         "Union Texas' assets generated considerable free cash flow in excess of
our capital spending projects during 1996 that we used to repurchase $32 million
of Union Texas  common  stock  (1,624,200  shares) and pay down $154  million of
debt, which further  enhances our ability to finance future growth.  Union Texas
ended the year 1996 with $517 million of net debt," said Whitmire.

                                    - more -


<PAGE>


                                        2

         "During  1996,  we also  reorganized  Union Texas to place much greater
emphasis on growing our business in a number of new areas.  I am very  impressed
with  the  attractive  investment   opportunities  that  our  growth  teams  are
aggressively  pursuing and look forward to announcing several new investments in
1997.  Our goals are to grow Union  Texas'  production  base and reserves in the
near-term and create further value for our  shareholders,"  Whitmire noted.

1996 Fourth Quarter Earnings
- ----------------------------
         Union  Texas also  reported  significantly  higher  results  for 1996's
fourth  quarter  compared  to a year ago,  with net income of $40  million or 47
cents per share for 1996's fourth quarter versus net income of $24 million or 27
cents per share for the same period in 1995.  The company's  1996 fourth quarter
performance  was  favorably  affected by higher oil and LNG prices and increased
U.K. gas, Pakistan oil and Indonesian LNG volumes, partially offset by decreased
ethylene margins at the company's petrochemical operations in the United States.
Sales and  operating  revenues for 1996's fourth  quarter  totaled $300 million,
compared to $214 million in 1995's corresponding period. 

1996 Full-Year Results
- ----------------------
         For the  full-year  1996,  Union  Texas said its higher  earnings  were
fueled by  increased  oil and LNG prices,  higher U.K.  oil and  Indonesian  LNG
volumes and decreased  exploration  expenses,  somewhat offset by lower ethylene
margins  and  approximately  $9  million  in costs  associated  with a  special,
one-time voluntary retirement program.
         In 1996,  Union Texas'  worldwide oil sales price  averaged  $19.37 per
barrel,  compared to $16.05 per barrel in 1995.  The  company's  Indonesian  LNG
sales price

                                    - more -

<PAGE>


                                        3

averaged $3.52 per thousand cubic feet in 1996, up from $3.03 per thousand cubic
feet in 1995.

All-Time High Production Rate
- -----------------------------
         The company  achieved an all-time high oil and gas production  rate for
its  international  operations in 1996,  producing  48.8 million  barrels of oil
equivalent compared to 46.4 million barrels in 1995. The increased production in
1996 was  attributed  to higher oil volumes in the U.K.  North Sea and increased
LNG volumes in  Indonesia.  1996 was the peak  production  year for Union Texas'
interests in Indonesia.
         Union Texas'  proved  worldwide  reserves at year-end  1996 grew to 443
million  barrels of oil  equivalent,  up from 435 million  barrels at the end of
1995. Union Texas replaced approximately 117% of its 1996 worldwide production.
Over the  three-year  period  1994-96,  the company  replaced  about 144% of its
worldwide production at a cost of $5.22 per barrel of oil equivalent.
          Union Texas' oil and gas production costs per barrel of oil equivalent
averaged  $3.61 per barrel in 1996,  a 34%  reduction  over the last four years.

Petrochemicals
- --------------
         At Union Texas'  petrochemical  operations,  lower ethylene  margins in
1996  versus  year-ago  levels were  somewhat  offset by higher  ethylene  sales
volumes. Union Texas' ethylene margins averaged 6 cents per pound of ethylene in
1996,  compared to 13 cents in 1995.  Ethylene sales volumes rose to 510 million
pounds in 1996, up from 462 million pounds in 1995.
          One  of  the  largest  independent  producers  located  in  the  U.S.,
Houston-based Union

                                    - more -

<PAGE>


                                        4

Texas explores for and produces oil and gas overseas primarily in the U.K. North
Sea,  Indonesia  and  other  strategic  international  areas.  The  company  has
petrochemical interests in the U.S. Union Texas celebrated its 100th anniversary
in January 1996.
         This  news  release  contains  forward-looking  statements  within  the
meaning  of  the  Securities  Litigation  Reform  Act  that  involve  risks  and
uncertainties,    including   price   volatility,   development,    operational,
implementation  and opportunity  risks, and other factors described from time to
time in the company's publicly  available SEC reports,  which could cause actual
results to differ materially.

                                    - more -

<PAGE>


                                        5

Comparative  financial highlights follow (amounts in millions,  except per share
data):
<TABLE>
<CAPTION>


                                                                              Three Months
                                                                              ------------
                                                                                 Ended
                                                                                 -----
                                                                              December 31
                                                                              -----------
                                                                         1996             1995
                                                                         ----             ----
<S>                                                                    <C>               <C>    

Net income.....................................................        $    40            $   24
Earnings per share.............................................        $   .47            $  .27
Sales and operating revenues...................................        $   300            $  214
Average common shares outstanding..............................           86.5              87.6
</TABLE>

<TABLE>
<CAPTION>

                                                                             Full Year Ended
                                                                             ---------------
                                                                              December 31
                                                                              -----------
                                                                         1996              1995
                                                                         ----              ----
<S>                                                                    <C>                <C>  

Net income.....................................................        $   152            $  102
Earnings per share.............................................        $  1.75            $ 1.17
Sales and operating revenues...................................        $ 1,008            $  852
Average common shares outstanding..............................           87.2              87.7
</TABLE>

Additional financial and operating information appears on the attached pages.


                                    - more -

<PAGE>


                                        6

                              UNION TEXAS PETROLEUM
                                FINANCIAL SUMMARY
                  (amounts in millions, except per share data)


<TABLE>
<CAPTION>
                                                              FOURTH QUARTER                        FULL YEAR
                                                              --------------                        ---------
                                                          1996              1995             1996              1995
                                                          ----              ----             ----              ----
<S>                                                 <C>                 <C>            <C>                 <C>  

Sales and operating revenues                        $      300          $     214      $    1,008          $     852
Net income                                          $       40          $      24      $      152          $     102
      Major operations(a)
            Indonesia                               $       22          $      21      $      121          $      95
            U.K. North Sea                          $       34          $      19      $       85          $      46
            Pakistan                                $        7          $       2      $       27          $      14
            Petrochemicals                          $        2          $       4      $       15          $      38

Earnings per share of common                        $      .47          $     .27      $     1.75          $    1.17
stock
Discretionary cash flow(b)                          $      115          $      87      $      401          $     367
      Major operations(a)
            Indonesia                               $       38          $      29      $      177          $     147
            U.K. North Sea                          $       78          $      62      $      224          $     183
            Pakistan                                $       10          $       5      $       39          $      26
            Petrochemicals                          $        5          $       7      $       29          $      63
Average common shares                                     86.5               87.6            87.2               87.7
outstanding
</TABLE>

See footnotes on page 9.


                                    - more -

<PAGE>


                                        7

                              UNION TEXAS PETROLEUM
                       DISCRETIONARY CASH FLOW SUMMARY(b)
                              (amounts in millions)


<TABLE>
<CAPTION>
                                                              FOURTH QUARTER                        FULL YEAR
                                                              --------------                        ---------
                                                          1996              1995              1996             1995
                                                          ----              ----              ----             ----
<S>                                                <C>               <C>                <C>              <C>   

Net income                                          $       40        $        24       $      152       $       102
Less: Equity partnership income                     $       (4)       $        (4)      $      (26)      $       (21)
Add:
            DD&A                                    $       60        $        55       $      212       $       192
            Deferred taxes                          $      (10)       $       (12)      $      (33)      $       (19)
            Exploration expenses                    $       19        $        17       $       52       $        77
            Unimar equity DCF(c)                    $       10        $         7       $       44       $        36
Discretionary cash flow                             $      115        $        87       $      401       $       367
</TABLE>

See footnotes on page 9.
<TABLE>
<CAPTION>

                                                   OPERATING SUMMARY(d)
                                                              FOURTH QUARTER                        FULL YEAR
                                                              --------------                        ---------
                                                          1996              1995              1996             1995
                                                          ----              ----              ----             ----
<S>                                                 <C>               <C>              <C>              <C>

Net crude oil sales (MBBLS/D)
            U.K. North Sea                                  47                 47               43                40
            Indonesia                                        5                  6                6                 6
            Pakistan                                         9                  5                6                 6
Average crude oil prices (per BBL)
            U.K. North Sea                          $    21.82        $     15.97       $    19.60       $     16.14
            Indonesia                               $    22.60        $     16.98       $    19.49       $     17.14
            Pakistan                                $    20.07        $     13.70       $    17.75       $     14.24
Net natural gas sales (MMCF/D)
            Indonesian LNG                                 197                183              218               205
            U.K. North Sea                                  85                 51               46                34
            Pakistan                                        39                 46               41                45
Average natural gas prices (per MCF)
            Indonesian LNG                          $     3.97        $      2.92       $     3.52       $      3.03
            U.K. North Sea(e)                       $     3.33        $      2.57       $     2.83       $      2.78
            Pakistan                                $     1.53        $      1.31       $     1.61       $      1.32
Ethylene (per LB)
            Sales price                             $      .24        $       .18       $      .22       $       .25
            Margins                                 $      .05        $       .06       $      .06       $       .13
            Sales volumes (MLBS/D)(f)                    1,427              1,253            1,392             1,267
</TABLE>

See footnotes on page 9.



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<PAGE>


                                        8

                              UNION TEXAS PETROLEUM
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 (amounts in millions, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                              FOURTH QUARTER                        FULL YEAR
                                                              --------------                        ---------
                                                          1996              1995              1996             1995
                                                          ----              ----              ----             ----
<S>                                                <C>               <C>                <C>             <C>    

Revenues:
            Sales and operating                     $      300        $      214        $    1,008       $      852
            revenues
            Interest income and other                       --                 3                 2                3
            revenue
            Net earnings of equity                           4                 3                26               21
                                                       -------           -------           -------          -------
            investee
Total revenues                                             304               220             1,036              876
Costs and other deductions:
            Product costs and                               99                74               341              299
            operating expenses
            Exploration expenses                            19                17                52               77
            Depreciation, depletion                         60                54               212              192
            and amortization
            Selling, general and                             8                 9                27               26
            administrative expenses
            Interest expense(g)                              5                10                25               29
                                                      --------          --------           -------         --------
Income before taxes                                        113                56               379              253
Income taxes                                                73                32               227              151
                                                       -------          --------          --------          -------
Net income                                          $       40        $       24        $      152       $      102
                                                       =======           =======            ======           ======
Earnings per share of common                        $      .47        $      .27        $     1.75       $     1.17
                                                       =======           =======            ======           ======
stock
Dividends per share of common                       $      .05        $      .05        $     .20        $      .20
                                                       =======           =======         ========           =======
stock
Weighted average number of                                86.5              87.6              87.2             87.7
                                                        ======           =======           =======           ======
shares outstanding
</TABLE>

See footnotes on page 9.

                           SELECTED BALANCE SHEET DATA
                              (amounts in millions)
                               December 31, 1996     December 31, 1995
Total assets                      $    1,942             $    1,837
Long-term debt                    $      558             $      712
Shareholders' equity              $      586             $      424



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<PAGE>


                                       9

                                    FOOTNOTES

(a)       Excludes corporate items and other worldwide exploration ventures.

(b)       Discretionary  cash  flow  (DCF) is net  income  (less  Unimar  equity
          partnership  income)  excluding  depreciation,   deferred  taxes,  and
          exploration   expenses,   plus  the  company's   estimated   share  of
          discretionary  cash  flow  from  its  equity  interest  in its  Unimar
          partnership.

(c)       Unimar   equity  DCF  reflects  the  company's   estimated   share  of
          discretionary  cash  flow  from  its  equity  interest  in its  Unimar
          partnership.

(d)       Excludes the Unimar equity partnership.

(e)       Excludes  capacity  charge of $36  million and $35 million in 1996 and
          1995,  respectively,  from the North and South gas  fields in the U.K.
          North Sea.

(f)       Represents  Union  Texas'  41.67% net  interest  in the  jointly-owned
          Geismar ethylene plant in Louisiana.

(g)       Interest  expense is net of amounts  capitalized  of $7 million and $6
          million in the fourth quarter of 1996 and 1995, respectively,  and $26
          million and $23 million for the full year 1996 and 1995, respectively.


                                      # # #

For additional information, contact:

      Carol Cox, media                                        713-968-2714
      John Zimmerman, analysts and investors                  713-968-2740



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