0001193125-12-281950.txt : 20120625 0001193125-12-281950.hdr.sgml : 20120625 20120625132657 ACCESSION NUMBER: 0001193125-12-281950 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120625 DATE AS OF CHANGE: 20120625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEVRON CORP CENTRAL INDEX KEY: 0000093410 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 940890210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00368 FILM NUMBER: 12924105 BUSINESS ADDRESS: STREET 1: 6001 BOLLINGER CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 925-842-1000 MAIL ADDRESS: STREET 1: 6001 BOLLINGER CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: CHEVRONTEXACO CORP DATE OF NAME CHANGE: 20011009 FORMER COMPANY: FORMER CONFORMED NAME: CHEVRON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD OIL CO OF CALIFORNIA DATE OF NAME CHANGE: 19840705 11-K 1 d370651d11k.htm FORM 11-K Form 11-K

 

 

UNITED STATES

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

For the fiscal year ended December 31, 2011.

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission file number 001-00368

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

CHEVRON MINING INC. WESTERN WAGE AGREEMENTS 401(k) PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Chevron Corporation

6001 Bollinger Canyon Road

San Ramon, CA 94583

 

 

 


SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date    June 25, 2012    

/s/ Kari H. Endries

    Chevron Mining Inc., Plan Administrator
    By: Kari H. Endries, Vice President and Assistant Secretary, Chevron Mining Inc.


EXHIBIT INDEX

 

Exhibit
No.

  

Description

1    Consent of Independent Registered Public Accounting Firm, dated June 19, 2012.
2    Financial Statements of the CMI Western Wage Agreements 401(k) Plan for the fiscal year ended December 31, 2011, prepared in accordance with the financial reporting requirements of ERISA.
EX-99.1 2 d370651dex991.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-162660) of Chevron Corporation filed with the Securities and Exchange Commission, pertaining to the Western Wage Agreements 401(k) Plan of Chevron Mining Inc. of our report dated June 19, 2012, with respect to the financial statements and supplemental schedules of CMI Western Wage Agreements 401(k) Plan included in the Annual Report (Form 11-K) as of December 31, 2011 and for the year then ended.

/s/ Morris, Davis & Chan LLP

Oakland, California

June 19, 2012

EX-99.2 3 d370651dex992.htm FINANCIAL STATEMENTS Financial Statements

Exhibit 2

CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULE

TOGETHER WITH REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

DECEMBER 31, 2011 AND 2010

MORRIS, DAVIS & CHAN LLP

Certified Public Accountants


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

TABLE OF CONTENTS

 

     Page  

Report of Independent Registered Public Accounting Firm

     1   

Audited Financial Statements:

  

Statements of Net Assets Available for Plan Benefits as of December 31, 2011 and 2010

     2   

Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 2011 and 2010

     3   

Notes to Financial Statements

     4-13   

Supplemental Schedule*

  

Schedule H, Line 4i - Schedule of Assets Held as of December 31, 2011

     14   

 

* There are no other supplemental schedules required to be filed by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.

 

i


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Plan Administrator

CMI Western Wage Agreements 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of the CMI Western Wage Agreements 401(k) Plan (the Plan) as of December 31, 2011 and 2010, and the related statements of changes in net assets available for benefits for the years then ended. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. 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 net assets available for benefits of the Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held as of December 31, 2011 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Morris, Davis & Chan LLP

Oakland, California

June 19, 2012


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2011 AND 2010

 

     2011     2010  

ASSETS

    

Investments, at fair value

    

Chevron Corporation common stock

   $ 400,371      $ 638,000   

Collective investment fund

     3,577,722        3,283,638   

Mutual funds

     5,267,741        6,159,126   
  

 

 

   

 

 

 

Total investments

     9,245,834        10,080,764   

Noninterest-bearing cash

     2,560        2,560   

Other receivables

     25        50   
  

 

 

   

 

 

 

Total assets

     9,248,419        10,083,374   
  

 

 

   

 

 

 

LIABILITIES

    

Administrative expenses payable

     50        —     
  

 

 

   

 

 

 

Total liabilities

     50        —     
  

 

 

   

 

 

 

NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE

     9,248,369        10,083,374   

Adjustment from fair value to contract value for fully benefit-responsive investment contract

     (90,798     —     
  

 

 

   

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

   $ 9,157,571      $ 10,083,374   
  

 

 

   

 

 

 

See accompanying notes to financial statements

 

2


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

 

     2011     2010  

ADDITIONS

    

Contributions

    

Participant

   $ 799,313      $ 761,844   

Participant rollovers

     2,756        —     

Employer

     —          132,081   
  

 

 

   

 

 

 
     802,069        893,925   
  

 

 

   

 

 

 

Investment income

    

Net (depreciation) appreciation in fair value investments

     (132,662     743,346   

Dividend and interest income

     141,263        174,148   
  

 

 

   

 

 

 
     8,601        917,494   
  

 

 

   

 

 

 

Other income

     2,050        16,405   
  

 

 

   

 

 

 

Total additions

     812,720        1,827,824   
  

 

 

   

 

 

 

DEDUCTIONS

    

Distributions to participants

     1,736,335        1,533,575   

Administrative expenses

     2,188        470   
  

 

 

   

 

 

 

Total deductions

     1,738,523        1,534,045   
  

 

 

   

 

 

 

NET (DECREASE) INCREASE

     (925,803     293,779   

NET ASSETS AVAILABLE FOR BENEFITS

    

Beginning of year

     10,083,374        9,789,595   
  

 

 

   

 

 

 

End of year

   $ 9,157,571      $ 10,083,374   
  

 

 

   

 

 

 

See accompanying notes to financial statements

 

3


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

A. DESCRIPTION OF PLAN

The following description of the CMI Western Wage Agreements 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan sponsored by Chevron Mining Inc. (the Company and Plan Sponsor). The original Plan was established effective October 1, 1996 by the Company for the benefit of its employees to qualify under Section 401(k) of the Internal Revenue Code (the Code). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Company is the Plan administrator and has appointed an employee to perform the duties of the Plan administrator. The assets of the Plan are maintained in a trust fund administered under a trust agreement with Merrill Lynch Bank & Trust Co., FSB (Merrill Lynch or the Trustee).

The issuance of shares of Chevron Corporation common stock (Chevron common stock) under the Plan have been registered on a registration statement on Form S-8 filed with the U.S. Securities Exchange Commission (the SEC) on October 26, 2009. On October 27, 2009, Chevron Corporation filed with the SEC a registration statement on Form S-3, as amended on December 1, 2009 and December 15, 2009, offering to rescind the purchase of shares of Chevron common stock by persons who acquired such shares through the Plan from February 21, 2008 through October 23, 2009. The shares subject to the rescission offer may have been deemed not to have been properly registered with the SEC for offer and sale to Plan participants under the Securities Act of 1933, as amended. The Company made additional contribution of $132,081 in 2010 for the rescission of the Chevron common stock by affected participants.

Eligibility

The Plan is a trusteed 401(k) salary deferral plan covering all hourly paid employees represented by the Kemmerer Mine United Workers of America, Local 1307 and McKinley Mine United Workers of America, Local 1332. Employees, who are age 18 or older, are eligible to participate in the Plan on the first date of their employment.

Contributions

Each participant has the option to make before-tax contributions to the Plan subject to Plan and Internal Revenue Service limitations. Participants may change their elective deferral percentages and may terminate their elective deferrals at any time. The Company makes no contributions to the Plan.

 

4


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

A. DESCRIPTION OF PLAN (Continued)

 

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocation of Plan earnings and losses. Allocation is based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.

Vesting

Participants are immediately vested in their contributions.

Payment of Benefits

Employees over the age of 59 1/2 may elect to withdraw funds from the Plan prior to termination of employment or retirement. On termination of service, a participant may receive the value of his or her account in a lump sum payment, or in monthly installments over various periods or life, provided that the participant is of retirement age as specified by the Internal Revenue Code. Participants with account balances greater than $1,000 have the option of leaving their accounts within the Plan after termination. There were no distributions considered payable as of December 31, 2011 and 2010.

Investment Alternatives

The participants of the Plan may currently choose among 15 investment alternatives that are managed by Merrill Lynch. These investment alternatives consist of 13 mutual funds (the Funds) that include an international hybrid fund, a large capital growth fund, a domestic hybrid fund, an intermediate term bond fund, a large blended equity fund, a domestic stock index fund, a foreign stock growth fund, a mid capital growth fund, a large capital emerging growth fund, a collective investment fund, and effective October 26, 2009 Chevron Corporation common stock. Allocations of earnings and losses are based on the participants’ account balances in each fund.

 

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Pronouncements

Accounting Pronouncement Issued and Adopted – In January 2010, Accounting Standard Update (ASU) 2010-06, Improving Disclosures about Fair Value Measurements, expanded the required disclosures about fair value measurements. ASU 2010-06 requires separate disclosure of significant transfers into and out of Level 1 and Level 2, along with reasons for such transfers; and presentation of fair value disclosures by “nature and risk” class for all fair value assets and liabilities effective for 2010 reporting;

 

5


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Accounting Pronouncements (Continued)

 

and presentation of gross purchases, sales, issuances, and settlements separately in the Level 3 reconciliation effective beginning with 2011 reporting. The Plan’s financial statements are presented to conform to the applicable requirements of ASU 2010-06. See Note D – Fair Value Measurements.

Accounting Pronouncement Issued but Not Yet Adopted – In May 2011, the Financial Accounting Standards Board issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, to converge U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards on fair value measurements and disclosures. The amended guidance changes several aspects of the fair value measurement guidance in Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, including information about valuation techniques and unobservable inputs used in Level 3 fair value measurements and a narrative description of the sensitivity of Level 3 measurements to changes in unobservable inputs. The amended guidance must be applied prospectively and is effective beginning after December 15, 2011. ASU 2011-04 will not impact the Plan’s financial statements as there are no Level 3 investments held.

Basis of Accounting

The financial statements are prepared on the accrual basis of accounting in accordance with GAAP. Revenues are recognized as earned. Distributions to participants are recorded when paid. All other expenses are recorded as incurred.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Net appreciation (depreciation) in fair value of investments includes realized gains (losses) and unrealized appreciation (depreciation).

 

6


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fully Benefit-Responsive Contracts – The collective investment fund, which invests primarily in guaranteed investment contracts, and has a fully-benefit responsive feature, is recorded at fair value and adjusted to contract value, which represents contributions made under the contract, plus interest earned, less withdrawals and administrative expenses. As described in ASC 962, Defined Contribution Pension Plans, investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by ASC 962, the Statements of Net Assets Available for Benefits present the fair value of the investment contracts from fair value to contract value. The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the cash basis, which approximates the accrual basis. Dividends are recorded on the ex-dividend date.

 

C. INVESTMENTS

The following broad range of investment options were available to participants:

Core Funds:

 

Fund Name

  

Fund Type

Chevron Corporation Common Stock

   Company Stock

Wells Fargo Stable Value Fund effective February 2011

   Stable Value

Bank of America N.A. Retirement Preservation Trust prior to its termination and redemption in February 2011

   Stable Value

Ivy Balanced Fund

   Balanced

BlackRock Global Allocation Fund

   Large Cap Blend

BlackRock Capital Appreciation Fund

    (formerly BlackRock Fundamental Growth Fund)

   Large Cap Growth

Invesco Van Kampen American Franchise Fund

    (formerly Invesco Van Kampen Capital Growth Fund)*

   Large Cap Growth

Victory Diversified Stock Fund

   Large Cap Growth

 

7


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

C. INVESTMENTS (Continued)

 

Fund Name

  

Fund Type

American Funds Washington Mutual Investor Fund

   Large Cap Value

BlackRock S&P 500 Index Fund

   Large Cap Stock

Invesco International Growth Fund*

   International Equity

Dreyfus Opportunistic Midcap Value Fund

   Mid-Cap Value

MFS New Discovery Fund

   Small Cap Growth

Victory Small Company Opportunity Fund

   Small Cap Value

MFS Government Securities Fund

   Fixed Income

PIMCO Total Return Fund

   Fixed Income

 

* As a result of Invesco’s June 1, 2010 acquisition of Morgan Stanley’s retail asset management business, Invesco was added to Van Kampen fund names and AIM funds replaced the AIM name with Invesco.

The fair value of investments that represent 5% or more of the Plan’s net assets as of December 31, 2011 and 2010 are as follows:

 

     2011     2010  

Common stock:

    

Chevron Corporation

   $ —   (1)    $ 638,000   

Collective investment fund:

    

Wells Fargo Stable Value Fund at contract value

     3,486,924        —   (4) 

Bank of America N.A. Retirement Preservation

    

Trust at contract value

     —   (2)      3,283,638   

Mutual funds:

    

BlackRock Global Allocation Fund

     1,368,005        1,614,902   

BlackRock Capital Appreciation Fund

    (formerly BlackRock Fundamental Growth Fund)

     1,175,836        1,442,757   

PIMCO Total Return Fund

     579,638        685,675   

BlackRock Balanced Capital Fund

     —   (3)      596,469   

Ivy Balanced Fund

     534,331        —   (4) 

 

(1) 

Investment was below 5% of the Plan’s net asset at year-end.

(2) 

Investment was terminated in February 2011 and the Plan’s units of participation were redeemed at the net asset value per unit of $1.00.

(3) 

Investment was discontinued in 2011.

(4) 

Not an investment option in 2010.

 

8


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

C. INVESTMENTS (Continued)

 

For the years ended December 31, 2011 and 2010, the Plan’s investments (including gains and losses on investment bought and sold, as well as held during the year) (depreciated) appreciated in value by $(132,662) and $743,346, respectively, as follows.

 

     2011     2010  

Common stock

   $ 106,842      $ 118,851   

Collective investment fund

     (295,058     —     

Mutual funds

     55,554        624,495   
  

 

 

   

 

 

 

Net (depreciation) appreciation in fair value of investments

   $ (132,662   $ 743,346   
  

 

 

   

 

 

 

 

D. FAIR VALUE MEASUREMENTS

ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

 

Level 1:    Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2:    Inputs to the valuation methodology include:
  

•    Quoted prices for similar assets or liabilities in active markets;

  

•    Quoted prices for identical or similar assets or liabilities in inactive markets;

  

•    Inputs other than quoted prices that are observable for the asset or liability; and

  

•    Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3:    Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

9


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

D. FAIR VALUE MEASUREMENTS (Continued)

 

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at December 31, 2011 and 2010.

 

   

Common stocks are valued at the closing price reported on the active market on which the individual securities are traded.

 

   

Collective investment fund is valued at the net asset value of units of participation held by the Plan. The value of the underlying assets of the collective investment fund is calculated based on quoted market prices or other observable inputs.

 

   

Mutual funds are valued at the net asset value of shares held by the Plan.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the Plan’s investment at fair value as of December 31, 2011 and 2010:

 

     Investments at Fair Value as of December 31, 2011  
     Level 1      Level 2      Level 3      Total  

Common stock

   $ 400,371       $ —         $ —         $ 400,371   

Collective investment fund

     —           3,577,722         —           3,577,722   

Mutual funds:

           

Equity funds

     3,198,418         —           —           3,198,418   

Fixed income funds

     701,318         —           —           701,318   

Allocation fund

     1,368,005         —           —           1,368,005   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments, at fair value

   $ 5,668,112       $ 3,577,722       $ —         $ 9,245,834   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

D. FAIR VALUE MEASUREMENTS (Continued)

 

     Investments at Fair Value as of December 31, 2010  
     Level 1      Level 2      Level 3      Total  

Common stock

   $ 638,000       $ —         $ —         $ 638,000   

Collective investment fund

     —           3,283,638         —           3,283,638   

Mutual funds:

           

Equity funds

     3,748,412         —           —           3,748,412   

Fixed income funds

     795,812         —           —           795,812   

Allocation fund

     1,614,902         —           —           1,614,902   
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments, at fair value

   $ 6,797,126       $ 3,283,638       $ —         $ 10,080,764   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

E. TRUSTEE AND ADMINISTRATIVE SERVICES

Certain trustee administrative and recordkeeping fees are paid by the Plan. The Plan incurred $2,188 and $470 for trustee fees during 2011 and 2010, respectively. These fees are included in the accompanying financial statements. The Company, at its election, pays other Plan administrative and accounting fees. The Company incurred $14,155 and $14,332 for other administrative and accounting fees during the years ended December 31, 2011 and 2010, respectively. These fees are not reflected in the accompanying financial statements.

 

F. PLAN TERMINATION

Although it does not intend to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA.

 

G. TAX STATUS

The Plan obtained its latest determination letter on July 8, 2010, in which the Internal Revenue Service (IRS) stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code. The IRS audit of the Plan’s annual report and records for plan year 2008 is still ongoing. To date, no issues have been asserted since the IRS audit started in March 2010. The Plan administrator and the Plan’s tax counsel believe that the Plan, is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

11


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

G. TAX STATUS (Continued)

 

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain tax position that would not meet the more likely than not standard and be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.

 

H. RISKS AND UNCERTAINTIES

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

 

I. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The Plan files its Form 5500 on the cash basis. The following is a reconciliation of the financial statements to the Form 5500 as of and for the years ended December 31, 2011 and 2010:

 

     Net Assets     Change in
Net Assets
 

As of and for the year ended December 31, 2011:

    

Per financial statements

   $ 9,157,571      $ (925,803

Adjustment from contract value to fair value for fully benefit-responsive investment contract

     90,798        90,798   

Other receivable

     (25     25   

Administrative expenses payable

     50        50   
  

 

 

   

 

 

 

Per Form 5500

   $ 9,248,394      $ (834,930
  

 

 

   

 

 

 

 

12


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

 

I. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (Continued)

 

     Net Assets     Change in
Net Assets
 

As of and for the year ended December 31, 2010:

    

Per financial statements

   $ 10,083,374      $ 293,779   

Adjustment from contract value to fair value for fully benefit-responsive investment contract

     —          239,612   

Contributions receivable

     —          31,862   

Other receivable

     (50     (50

Other payable

     —          (8,626

Administrative expenses payable

     —          (2,824
  

 

 

   

 

 

 

Per Form 5500

   $ 10,083,324      $ 553,753   
  

 

 

   

 

 

 

 

J. SUBSEQUENT EVENTS

The Plan’s financial statements have been evaluated for subsequent events or transactions. The Company determined that there are no subsequent events or transactions that require disclosure to or adjustment in the financial statements except as noted below:

 

   

Effective February 1, 2012, the Company finalized the sale of the Kemmerer Mine to Westmoreland Coal Company. Former employees of the Company represented by Kemmerer Mine United Workers of America, Local 1307 became employees of Westmoreland Coal Company. Due to the ongoing IRS audit of the Plan’s annual report and records for the year ended December 31, 2008, the Company has retained the Plan until the IRS completes the audit and issues a determination letter regarding the outcome of the audit.

 

13


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

EIN 44-0658937 PLAN NO. 004

SCHEDULE OF ASSETS HELD

DECEMBER 31, 2011

 

( a )

  

( b )

Identity of Issue,

Borrower, Lessor,

or Similar Party

  

( c )

Description of Investment Including

Maturity Date, Rate of Interest,

Collateral, Par, or Maturity Value

   ( e )
Current Value
 
*    Chevron Corporation Common Stock    Common stock    $ 400,371   
   Wells Fargo Stable Value Fund    Collective Investment Fund      3,577,722   
   BlackRock Global Allocation Fund    Mutual Fund      1,368,005   
  

BlackRock Capital Appreciation Fund

    (formerly BlackRock Fundamental Growth Fund)

   Mutual Fund      1,175,836   
   PIMCO Total Return Fund    Mutual Fund      579,638   
   Ivy Balanced Fund    Mutual Fund      534,331   
   American Funds Washington Mutual Investor Fund    Mutual Fund      356,011   
   Invesco International Growth Fund    Mutual Fund      344,308   
   Victory Diversified Stock Fund    Mutual Fund      224,596   
  

Invesco Van Kampen American Franchise Fund

    (formerly Invesco Van Kampen Capital Growth Fund)

   Mutual Fund      157,805   
   BlackRock S&P 500 Index Fund    Mutual Fund      135,891   
   MFS Government Securities Fund    Mutual Fund      121,680   
   Victory Small Company Opportunity Fund    Mutual Fund      94,233   
   MFS New Discovery Fund    Mutual Fund      92,654   
   Dreyfus Opportunistic Midcap Value Fund    Mutual Fund      82,753   
        

 

 

 
         $ 9,245,834   
        

 

 

 

 

* Investment with parties-in-interest as defined under ERISA.

Column (d) was omitted as all investments are participant-directed.

 

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