-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pAINDpV7738/+oXCtnrJiD/gO69064F0SWvJZujZI4EdtoQ8Chrn69mrSm9Sn3qN v5L8p8405/5ScWlA11jD7g== 0000716039-95-000062.txt : 199506300000716039-95-000062.hdr.sgml : 19950630 ACCESSION NUMBER: 0000716039-95-000062 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08483 FILM NUMBER: 95550414 BUSINESS ADDRESS: STREET 1: 1201 W FIFTH ST CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2139777600 11-K 1 1994 FORM 11-K MOLYCORP, INC 401(K) PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended DECEMBER 31, 1994 or TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to . Commission file number 1-8483 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN (Full title of the plan and the address of the plan, if different from that of the issuer named below) UNOCAL CORPORATION 1201 West Fifth Street, Los Angeles, California 90017 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) INDEX TO FINANCIAL STATEMENTS OF MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN The following financial statements reflect the status of the Molycorp, Inc. 401(k) Retirement Savings Plan as of December 31, 1994 and 1993, and the results of its transactions for each of the three years in the period ended December 31, 1994. Page Number ------------ Statements included herein: Report of Independent Accountants 2 Statements of Financial Condition 3 Statements of Income and Changes in Plan Equity 4 Notes to Financial Statements 5-7 Schedules I, II and III are omitted because the subject matter did not exist or the required information is given in the financial statements or notes to financial statements. -1- 2 REPORT OF INDEPENDENT ACCOUNTANTS The Administrative Committee of Molycorp, Inc. 401(k) Retirement Savings Plan: We have audited the accompanying statements of financial condition of the Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") as of December 31, 1994 and 1993, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Plan'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 present fairly, in all material respects, the financial condition of the Plan as of December 31, 1994 and 1993, and the results of its transactions for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L. L. P. June 23, 1995 Los Angeles, California -2- 3 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION At December 31, 1994 ------------------------------------------- Unocal GIC Fidelity Total Stock ------------------------------------------- PLAN ASSETS AND LIABILITIES Investments in securities, at fair value $129,874 $41,096 $116,567 $287,537 Funds for investment: Cash and cash equivalents 19 1 5 25 Accrued income - 197 - 197 Receivables from members' contributions 6,279 - 5,856 12,135 ----- ----- ----- ------ 6,298 198 5,861 12,357 Less: amounts payable for shares purchased and withdrawals of cash - 1,326 - 1,326 -------- ------ ----- ------ Total funds for investment 6,298 (1,128) 5,861 11,031 -------- -------- -------- -------- PLAN EQUITY $136,172 $39,968 $122,428 $298,568 ======== ======= ======== ======== At December 31, 1993 ------------------------------------- Unocal GIC Fidelity Total Stock ------------------------------------- PLAN ASSETS AND LIABILITIES Investments in securities, $80,141 $43,260 $43,688 $167,089 at fair value Funds for investment: Cash and cash equivalents - 4 4,267 4,271 Accrued income 4 239 5 248 Receivables from members' contributions 668 1,541 6,622 8,831 --- ----- ------ ------ 672 1,784 10,894 13,350 Less: amounts payable for shares purchased and withdrawals of cash 967 237 - 1,204 ---- ----- ------ ------ Total funds for investment (295) 1,547 10,894 12,146 -------- ------- ------- -------- PLAN EQUITY $79,846 $44,807 $54,582 $179,235 ======= ======= ======= ======== (See Notes to Financial Statements) -3- 4 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY For the Year Ended December 31, 1994 --------------------------------------- Unocal GIC Fidelity Total Stock Investment income: Cash dividends $ 2,837 $2,344 $ 7,408 $ 12,589 Interest income 50 47 95 192 -------- ----- ----- ------ Total investment income 2,887 2,391 7,503 12,781 Net depreciation in fair (2,586) - (7,296) (9,882) value of investments Member contributions 50,800 10,723 54,911 116,434 Transfers 5,225 (17,953) 12,728 - ------ -------- ------ ------- Net increase (decrease) for the year 56,326 (4,839) 67,846 119,333 Plan equity at beginning of year 79,846 44,807 54,582 179,235 -------- ------- -------- -------- Plan equity at end of year $136,172 $39,968 $122,428 $298,568 ======== ======= ======== ======== For the Year Ended December 31, 1993 ------------------------------------ Unocal GIC Fidelity Total Stock ------------------------------------ Investment income: Cash dividends $ 1,693 $ 2,467 $ 4,365 $8,525 Interest income 56 25 24 105 ------ ----- ----- ----- Total investment income 1,749 2,492 4,389 8,630 Net appreciation in fair value of investments 4,498 - 763 5,261 Member contributions 27,330 26,886 22,211 76,427 Transfers (859) (8,939) 9,798 - Distributions (3,176) (5,817) (3,142) (12,135) Net increase for the year 29,542 14,622 34,019 78,183 Plan equity at beginning of year 50,304 30,185 20,563 101,052 ------- ------- ------- -------- Plan equity at end of year $79,846 $44,807 $54,582 $179,235 ======= ======= ======= ======== For the Year Ended December 31, 1992 ------------------------------------ Unocal GIC Fidelity Total Stock ------------------------------------ Investment income: Cash dividends $ 940 $ 1,678 $ 1,664 $ 4,282 Interest income 115 78 55 248 ------- ------- ------- ------- Total investment income 1,055 1,756 1,719 4,530 Net appreciation in fair value of investments 2,630 - 277 2,907 Member contributions 28,736 16,972 14,062 59,770 Transfers 392 4,152 (4,544) - Distributions (9,865) (16,252) (444) (26,561) -------- -------- ------- -------- Net increase for the year 22,948 6,628 11,070 40,646 Plan equity at beginning of year 27,356 23,557 9,493 60,406 ------- ------- ------- -------- Plan equity at end of year $50,304 $30,185 $20,563 $101,052 (See Notes to Financial Statements) -4- 5 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN GENERAL - ------- The Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") is sponsored by Molycorp, Inc. (the "Company"), an indirect wholly owned subsidiary of Unocal Corporation. The Plan provides for voluntary contributions by members. The Plan was effective as of January 1, 1991. Each individual participant is allowed to choose how their funds are invested from three investment options. All funds remain with The Bank of California (the "Trustee") for the exclusive benefit of Plan participants until distributed to members after termination of employment. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") as a defined contribution plan. Other information regarding the Plan can be found in the Molycorp, Inc. 401(k) Retirement Savings Plan Booklet dated April 1, 1991. CONTRIBUTIONS - ------------- Voluntary member contributions to the Plan are made on a pre- tax basis and cannot exceed 15 percent of an member's base pay. The pre-tax contributions are also known as 401(k) contributions. Contributions cannot exceed the dollar amount prescribed by law and cannot be calculated on a base pay in excess of the amount allowed by law. INVESTMENT PROGRAM - ------------------ All contributions are held in trust and invested by the Trustee in accordance with the option or options elected by the participant. A participant's account may be invested in any of the following funds administrated by the Trustee: Fidelity Puritan Mutual Fund ("Fidelity") - Funds are invested in shares of a mutual fund maintained by a registered investment company that invests in common and preferred stocks, as well as bonds, of various U.S. corporations. As of December 31, 1994, there were 42 participants in this fund. Unocal Corporation Common Stock Fund ("Unocal Stock") - Funds are invested in common stock of Unocal Corporation, the Company's ultimate parent. As of December 31, 1994, there were 43 participants in this fund. Employee Benefit Investment Contract Fund ("GIC") - Funds are invested in a bank commingled trust fund which holds fixed- rate investment contracts with various insurance companies. As of December 31, 1994, there were 17 participants in this fund. FEDERAL INCOME TAX CONSEQUENCES - ------------------------------- In the opinion of the Plan's administrator and tax counsel, the Plan is designed and operated in a manner that meets the requirements of Section 401(a) of the Internal Revenue Code of 1986. Therefore, the Plan is not required to pay any federal income taxes. Earnings on Plan accounts will not be taxable to members prior to a withdrawal from the Plan. PLAN TERMINATION - ---------------- The Company expects to continue the Plan indefinitely, but, as future conditions cannot be foreseen, the Company may at any time or from time to time amend or terminate the Plan in whole or part, subject to the requirements of ERISA and other applicable laws. An amendment may affect present, as well as future members, but may not diminish the account of any member existing on the effective date of such amendment. The Company has no present intent to terminate the Plan. -5- 6 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - --------------------- The accompanying financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. VALUATION OF INVESTMENTS - ------------------------ Investments are carried at fair value. If available, quoted market prices from national exchanges are used to value investments. Funds invested in the GIC fund, which holds fixed-rate investments contracts with various insurance companies, are valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations. The Plan's ownership interest in this bank commingled trust fund is based upon units of equal value referred to as units of participation. Each unit of participation represents a proportionate undivided beneficial interest in the total values of all investment contracts which are held by the bank commingled trust fund. The number of units of participation allocated to the Plan are determined by the Trustee on a monthly basis. Purchases and sales of securities are recorded on a trade- date basis. INVESTMENT INCOME - ----------------- The Plan presents in the Statement of Income and Changes in Plan Equity the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and unrealized appreciation (depreciation) on those investments. Interest income is recorded on the accrual basis. Dividends are recorded on an ex-dividend basis. RECLASSIFICATION - ---------------- Certain items in the prior year financial statements have been reclassified to conform to the current year presentation. OTHER - ----- Substantially all of the administrative and other costs of the Plan are paid by the Company. NOTE 3 - INVESTMENTS IN SECURITIES The investment in Unocal Stock is valued at the closing price as reported for the New York Stock Exchange Composite Transactions. At December 31 --------------------- 1994 1993 --------------------- Number of shares of Unocal Stock 4,766 2,875 held by the Plan Cost: Aggregate amount $127,766 $75,447 Average per share $ 26.81 $ 26.24 Fair value: Aggregate amount $129,874 $80,141 Price per share $ 27.25 $27.875 On June 15, 1995, the closing market price for Unocal Stock was $28.625 per share. -6- 7 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) The following are cost and fair value of other investments: At December 31 -------------------- 1994 1993 -------------------- Fidelity fund Cost $123,433 $43,233 Fair value $116,567 $43,688 NOTE 4 - NET APPRECIATION OF INVESTMENT IN SECURITIES Unocal Stock Fidelity Fund ------------ ------------- Unrealized appreciation (depreciation) at December 31, 1991 $ (838) $ 34 Net increase during 1992 1,786 247 ------ -------- Unrealized appreciation at December 31, 1992 948 281 Net increase during 1993 3,746 173 ------ -------- Unrealized appreciation at December 31, 1993 4,694 454 Net decrease during 1994 (2,586) (7,330) ------- -------- Unrealized appreciation (depreciation) at December 31, 1994 $2,108 $(6,876) ====== ======== For shares distributed in 1994, realized appreciation totaled $34 for the Fidelity fund. For shares distributed in 1993, realized appreciation totaled $752 and $590 for Unocal Stock and Fidelity fund, respectively. For shares distributed in 1992, realized appreciation totaled $844 and $30 for Unocal Stock and Fidelity fund, respectively. During the period January 1, 1995 through June 15, 1995, the market value of the Unocal Stock held at December 31, 1994 increased by $6,553. NOTE 5 - CONCENTRATION OF CREDIT RISK The GIC fund consists of a series of fixed-rate investment contracts with various insurance companies. Although this fund contains a diversified portfolio of investment contracts, the ultimate performance of the contract is dependent upon the ability of the underlying companies to honor them. -7- 8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee appointed by the Board of Directors of the Company to administer the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN --------------------------------------------- (Name of Plan) June 28, 1995 By: /s/ Charles S. McDowell ------------------------ Charles S. McDowell, Member, Administrative Committee of Molycorp, Inc. 401 (k) Retirement Savings Plan -8- EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the following Registration Statement of Unocal Corporation, Registration Statement on Form S-8 (No. 33-43232) of our report, dated June 23, 1995, which appears in this annual report on Form 11-K. COOPERS & LYBRAND L. L. P. Los Angeles, California June 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----