-----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, bqLq46Ahj+nXtHdT9WNwwIVPKbXyd2F3AcEmzrh4PTGkmfomx/q98z/3S86br2Tm 0wiRdd+fYW30iyRSSBzYLg== 0000716039-95-000064.txt : 199506300000716039-95-000064.hdr.sgml : 19950630 ACCESSION NUMBER: 0000716039-95-000064 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: 95550987 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 UNOCAL SAVINGS 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 UNOCAL 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 UNOCAL SAVINGS PLAN The following financial statements reflect the status of the Unocal Savings Plan (formerly named the Unocal Profit Sharing 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 3 Notes to Financial Statements 4 - 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 Unocal Savings Plan/ESOP Committee: We have audited the accompanying statements of financial condition of the Unocal Savings Plan (formerly named the Unocal Profit Sharing 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. /s/ COOPERS & LYBRAND L. L. P. June 26, 1995 Los Angeles, California -2- 3 UNOCAL SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION Thousands of dollars At December 31 - ---------------------------------------------------------------- 1994 1993 ----------------- PLAN ASSETS AND LIABILITIES Investments in securities: Common stock of the Company at fair value $365,647 $345,844 -------- -------- Funds for investment: Cash 1,114 2,564 Receivables - - Company contributions 1,671 4,472 - - Members' contributions - 62 - - Members' notes 9,412 6,700 -------- -------- 12,197 13,798 Less: amounts payable for shares -------- -------- purchased and withdrawals of cash 1,115 551 -------- -------- Total funds for investment 11,082 13,247 -------- -------- PLAN EQUITY $376,729 $359,091 ======== ======== STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY Thousands of dollars For the years ended December 31 - ------------------------------------------------------------------- 1994 1993 1992 --------------------------------- Investment income: Cash dividends $ 10,176 $8,702 $9,648 Interest income 590 447 324 ------ ----- ----- Total investment income 10,766 9,149 9,972 Less: Trustee's fees and other 110 105 86 expenses ------ ----- ----- Net investment income 10,656 9,044 9,886 Net appreciation (depreciation) in fair value of common stock (7,397) 28,366 32,006 ------- ------ ------ Contributions: Members 30,694 23,299 24,162 Company 22,749 20,663 18,577 ------ ------ ------ Total contributions 53,443 43,962 42,739 Distributions to Members (39,064) (37,869) (107,130) -------- -------- --------- Net increase (decrease) for the 17,638 43,503 (22,499) year Plan equity at beginning of year 359,091 315,588 338,087 -------- -------- -------- Plan equity at end of year $376,729 $359,091 $315,588 ======== ======== ======== (See Notes to Financial Statements) -3- 4 UNOCAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Shares and dollars in thousands except per share amounts) NOTE 1 -DESCRIPTION OF THE PLAN GENERAL The Unocal Savings Plan (the" Plan") provides for Union Oil Company of California d.b.a. Unocal (the "Company") contributions and for voluntary contributions by members. Through December 31, 1994, the funds contributed were invested by Bank of America (the " Trustee") in common stock of Unocal Corporation. All shares remain with the Trustee until delivered to members upon request for withdrawal or 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. At various times the Plan has been amended to modify certain of its provisions. Other information regarding the Plan can be found in the Unocal Savings Plan Booklet dated January 1, 1990. CONTRIBUTIONS Member Contributions -- - -------------------- Voluntary member contributions can be all pretax, all after-tax, or a combination of both. However, a member's total contribution must not exceed 15 percent of the member's base pay. The pretax contributions are also known as 401(k) contributions. A member's pretax contribution shall not exceed the maximum dollar amount allowed by law. Company Matching Contributions -- - ------------------------------ Beginning January 1, 1994, the Company matches employee pretax 401(k) contributions on a dollar for dollar basis, up to six percent of the contributing member's base pay. Prior to January 1, 1994, the Company matched member pretax contributions to the Plan on a dollar-for-dollar basis, up to a maximum of four percent of the contributing members base pay. Effective July 27, 1994, the Company directed the Trustee to use Company matching contributions to purchase shares of newly issued common stock from Unocal Corporation instead of purchasing existing shares on the open market Pursuant to Federal regulations effective January 1, 1994, only the first $150,000 of a member's base pay is eligible for calculating employee and Company contributions. Company Basic Contribution -- - -------------------------- Effective January 1, 1994, the Company basic contribution was discontinued. Prior to January 1, 1994, the Company made quarterly contributions based on the Company's "adjusted net income", as defined by the provisions of the Plan, for that year. If the total amount of the Company's quarterly advances for any year exceeded the required contribution for that year, the excess remained with the Trustee and the Company's contribution for the succeeding year or years were reduced accordingly. The Company's contributions, less Trustee's fees and expenses, were, to the extent available, allocated each quarter to each member in the proportion that each Member's "base pay" as defined by the Plan for such quarter had to the total base pay for such quarter of all participating Members. For years ending December 31, 1993 and 1992, the Company contributed to the Plan an amount equal to 1-1/2 percent of adjusted net income, as defined by the Plan. LOANS All employees who are members of the Unocal Savings Plan and have a sufficient balance in their Employee pretax contributions account are eligible to apply for a loan. Members borrow against their own account balance and all payments of principal and interest are credited back to their account. Loan types available are "any reason" (except investment in registered securities); "home purchase" (for -4- 5 purchase of a primary residence only); and loans "forced" by a hardship withdrawal request. Repayment periods range from 1 to 15 years depending on the type of loan. The Unocal Savings Plan Loan and Hardship Withdrawal Committee determines the interest rate for loans based on appropriate market rates and applicable federal regulations. FUND DESCRIPTIONS Beginning January 1, 1995, members can allocate their contributions among the following five investment choices which are available under the Plan: Unocal Corporation Common Stock - - ------------------------------- Monies are used to purchase shares of Unocal common stock. Existing Company contribution balances and future Company contributions will continue to be invested in Unocal Corporation common stock only. Putnam S&P 500 - - -------------- This fund invests in a large variety of publicly traded common stock. The fund is designed to mirror the performance and composition of the Standard & Poor's 500 index. The George Putnam Fund of Boston - - -------------------------------- The monies in this fund are invested in a diversified group of stocks and bonds. Putnam Low Volatility Trust - - --------------------------- Monies are invested mainly in U.S. government debt securities. Putnam Money Market Fund - - ------------------------ Investments are made in a diversified portfolio of high-quality money market instruments with an average maturity of less than 90 days. In 1995, up to 50 percent of a member's December 1994 pretax contribution account balance can be transferred into any of the five investment choices. Beginning in 1996, up to 100 percent of a member's December 1994 pretax contribution account balance can be transferred into the alternative investments. FEDERAL INCOME TAX CONSEQUENCES The Company has obtained a ruling dated May 30, 1986, from the Los Angeles District Director of the Internal Revenue Service that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code of 1954. The Plan has been amended since receiving the determination letter. In the opinion of the Plan's administrator and tax counsel, however, the Plan is designed and operated in a manner that qualifies it for continued tax-exempt status. Therefore, provision for income taxes has been excluded from the Plan's financial statements. Neither the Company's contributions to the Plan nor the earnings on Plan accounts will be taxable to a member so long as withdrawals are not made 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. 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 discontinue the Company matching contributions or to terminate the Plan. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF PRESENTATION - ----------------------- The accompanying financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. -5- 6 VALUATION OF INVESTMENTS - ------------------------ Investments are carried at fair value. If available, quoted market prices from national exchanges are used to value investments. 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. NOTE 3 - INVESTMENTS IN SECURITIES During 1994, all investments in securities are in shares of common stock of Unocal Corporation. Such shares are valued at the closing price as reported for the New York Stock Exchange-Composite Transactions. For financial statements purposes, the cost basis of shares reported below includes the gain realized on the exchange of shares for Unocal Notes in the 1985 Tender Offer. This gain was reduced as the shares were withdrawn from the Plan. The amounts of such gains were zero at year-end 1994 and $2,326 at year-end 1993. At December 31 ---------------- 1994 1993 ----------------- Number of shares held by the Plan 13,418 12,407 Cost: Aggregate amount $275,259 $233,589 Average per share $20.514 $18.830 Fair value: Aggregate amount $365,647 $345,844 Price per share $27.250 $27.875 On June 15, 1995, the closing market price for common stock was $28.625 per share. NOTE 4 - UNREALIZED AND REALIZED APPRECIATION OF INVESTMENT IN COMMON STOCK Unrealized appreciation at December 31, 1991 $85,755 Net decrease during 1992 8,311 ------- Unrealized appreciation at December 31, 1992 94,066 Net increase during 1993 18,189 -------- Unrealized appreciation at December 31, 1993 112,255 Net decrease during 1994 (21,867) -------- Unrealized appreciation at December 31, 1994 $90,388 The net increase (decrease) during a particular year primarily represents the current year unrealized appreciation or depreciation on the common stock held at year end, less unrealized appreciation (depreciation) from prior years on the common stock distributed during the year. For shares distributed in 1994, 1993 and 1992, realized appreciation totaled $14,470, $10,177 and $23,695, respectively. During the period January 1, 1995 through June 15, 1995, the market value of the common stock held at December 31, 1994 increased by $18,450. -6- 7 NOTE 5 - FORFEITURES BY MEMBERS Amounts in the Company contribution accounts forfeited are as follows: Company Basic Company Matching --------------------------------------------------------------- Common Stock Common stock --------------------------------------------------------------- Shares Cost Cash Shares Cost Cash ------ ---- ---- ------ ---- ---- 1994 4 $ 107 $ 5 6 $170 $126 1993 6 $ 163 $ 50 10 $258 $ 50 1992 14 $ 344 $ 62 22 $579 $135 -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 have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. UNOCAL SAVINGS PLAN Date June 28, 1995 By: /s/ Charles S. McDowell ----------------------- Charles S. McDowell - Member of the Unocal Savings Plan/ESOP Committee -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. 33-65576) of our report, dated June 26, 1995, which appears in this annual report on Form 11-K. /s/ COOPERS & LYBRAND L. L. P. Los Angeles, California June 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----