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, 1993
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or
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
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Commission file number 1-8483
UNOCAL PROFIT SHARING PLAN
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(Full title of the plan)
UNOCAL CORPORATION
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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)
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INDEX TO FINANCIAL STATEMENTS OF UNOCAL PROFIT SHARING PLAN
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The following financial statements reflect the status of the Unocal
Profit Sharing Plan as of December 31, 1993 and 1992, and the results of
its transactions for each of the three years in the period ended December
31, 1993.
Page Number
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Statements included herein:
Report of Independent Accountants 1
Statement of Financial Condition 2
Statement of Income and Changes in Plan Equity 2
Notes to Financial Statements 3 & 4
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.
REPORT OF INDEPENDENT ACCOUNTANTS
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The Committee of the Unocal Profit Sharing Plan:
We have audited the accompanying statement of financial condition of
the Unocal Profit Sharing Plan (the Plan) as of December 31, 1993 and 1992,
and the related statement of income and changes in plan equity for each of
the three years in the period ended December 31, 1993. 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, 1993 and 1992, and the results of its transactions for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.
/s/ COOPERS & LYBRAND
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COOPERS & LYBRAND
June 17, 1994
Los Angeles, California
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UNOCAL PROFIT SHARING PLAN
STATEMENT OF FINANCIAL CONDITION
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Thousands of dollars At December 31
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1993 1992
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Plan Assets and Liabilities
Investments in securities:
Common stock of the Company at market value $345,844 $304,409
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Funds for investment:
Cash 2,564 2,779
Receivables
- - - company contributions 4,472 5,584
- - - members' contributions 62 29
- - - members' notes 6,700 3,421
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13,798 11,813
Less: amounts payable for shares purchased
and withdrawals of cash 551 634
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Total funds for investment 13,247 11,179
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Plan Equity $359,091 $315,588
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STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
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Thousands of dollars For the years ended December 31
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1993 1992 1991
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Investment income:
Cash dividends $ 8,702 $9,648 $9,729
Interest income 447 324 374
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Total investment income 9,149 9,972 10,103
Less: Trustee's fees and other expenses 105 86 79
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Net investment income 9,044 9,886 10,024
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Net appreciation (depreciation) in market
value of common stock 28,366 32,006 (39,513)
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Contributions:
Members 23,299 24,162 24,133
Company 20,663 18,577 19,047
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Total contributions 43,962 42,739 43,180
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Distributions to Members (37,869) (107,130) (49,303)
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Net increase (decrease) for the year 43,503 (22,499) (35,612)
Plan equity at beginning of year 315,588 338,087 373,699
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Plan equity at end of year $359,091 $315,588 $338,087
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(See Notes to Financial Statements)
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UNOCAL PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
GENERAL
THE PLAN
The Unocal Profit Sharing Plan (the Plan) provides for Union Oil
Company of California d.b.a. Unocal (the Company) contributions and for
voluntary contributions by Members. The funds contributed are invested by
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.
With respect to the Company Basic Contribution, the Company has made
quarterly contributions based on the Company's "adjusted net income", as
defined by 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 remains 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 each of the three years ending December 31, 1993, the Company has
contributed to the Plan an amount equal to 1-1/2 percent of adjusted net
income as the Company Basic Contribution.
Voluntary Member contributions can be all pretax, all after-tax, or a
combination of both, as long as a Member's total contribution does not
exceed 15 percent of his base pay. The pretax contributions are also known
as 401(k) contributions. Prior to January 1, 1994, the Company matched
member pretax contributions (Company Matching Contributions) to the Plan on
a dollar-for-dollar basis, up to a maximum of four percent of the
contributing members base pay. The Plan allows loans and hardship
withdrawals from member's pretax accounts.
Further information regarding the Plan can be found in the Unocal
Profit Sharing Plan booklet dated January 1, 1990 and updated June 28,
1991, January 1, 1993 and December 10, 1993.
Beginning January 1, 1994, the Company will match employee pretax
401(k) Contributions on a dollar-for-dollar basis, up to six percent of the
contributing members base pay. Under Federal regulations effective in 1994,
only the first $150,000 of base pay will be eligible for calculating
employee and Company contributions. Company Basic Contributions were
discontinued effective January 1, 1994. Also, effective July 27, 1994, the
Company may direct the trustee to use Company Matching Contributions to
purchase shares of newly issued common stock from Unocal Corporation,
rather than purchasing existing shares on the open market.
Beginning January 1, 1995, Members will be able to allocate their
contributions among five investment choices which will be available under
the Plan. The choices will include Unocal Corporation common stock, Stable
Value fund (similar to a money market fund), Bond fund, Balanced fund
(combination of stocks and bonds) and Equity fund. Also, in 1995, up to 50
percent of a Member's existing employee contribution account balance may be
directed into any of the five investment choices. Beginning in 1996, up to
100 percent of a Member's employee contribution account balance may be
directed into the alternative investments. Existing Company contribution
balances and future Company Contributions will continue to be invested in
Unocal Corporation common stock only.
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UNOCAL PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
(Shares and dollars in thousands except per share amounts)
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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.
However, 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 Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements. Neither the Company's contributions to the Plan nor the
earnings of the Plan will be taxable to a Member so long as no withdrawals
are made by the Member 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 1 - INVESTMENTS IN SECURITIES
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 income tax
purposes, the tax basis of shares held by the Plan must exclude the gain
realized on the exchange of shares for Unocal Notes in the 1985 Tender
Offer. The amount of gain included in the cost was $2,326 at year-end
1993.
At December 31
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1993 1992
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Number of shares held by the Plan 12,407 11,938
Cost:
Aggregate amount $233,589 $210,343
Average per share $18.830 $17.620
Market value:
Aggregate amount $345,844 $304,409
Price per share $27.875 $25.500
On June 15, 1994, the closing market price for common stock was
$28.50 per share.
NOTE 2 - UNREALIZED AND REALIZED APPRECIATION OF INVESTMENT IN COMMON STOCK
Unrealized appreciation at December 31, 1990 $139,057
Net decrease during 1991 (53,302)
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Unrealized appreciation at December 31, 1991 85,755
Net increase during 1992 8,311
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Unrealized appreciation at December 31, 1992 94,066
Net increase during 1993 18,189
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Unrealized appreciation at December 31, 1993 $112,255
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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 from prior
years on the common stock distributed during the year. For shares
distributed in 1993, 1992 and 1991, realized appreciation totaled $10,177,
$23,695 and $13,789, respectively.
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UNOCAL PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
(Shares and dollars in thousands except per share amounts)
During the period January 1, 1994 through June 15, 1994, the market
value of the common stock held at December 31, 1993 increased by $7,756.
Note 3 - Forfeitures by Members
Amounts in the Company contribution accounts forfeited are as follows:
Company Basic Company Matching
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Common Stock Common stock
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Shares Cost Cash Shares Cost Cash
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1993 6 $ 163 $ 50 10 $ 258 $ 50
1992 14 $ 344 $ 62 22 $ 579 $ 135
1991 8 $ 203 $ 39 5 $ 137 $ 76
The amounts of Company Basic Contribution forfeited were combined with
current employer contributions for allocation to continuing Members. The
amounts of forfeited Company Matching Contributions were used to reduce
subsequent Company contributions to the Plan.
Effective the first quarter of 1994, Company Basic Contribution
forfeitures will be offset against trustee fees, auditor fees, and postage
expenses of the Plan. To the extent Company Basic Contribution forfeitures
exceed trustee fees, auditor fees, and postage expenses, the balance of
such forfeitures will be allocated to Plan members resulting in a reduction
in the average cost of shares allocated in such calendar quarter. Should
the trustee fees, auditor fees, and postage expenses exceed the Company
Basic Contribution forfeitures, Company Matching Contribution forfeitures
will be used to offset the balance of such fees and expenses. The
remaining Company Matching Contribution forfeitures will be credited
against the next Company Matching Contribution.
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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 by
the undersigned thereunto duly authorized.
UNOCAL PROFIT SHARING PLAN
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(Name of Plan)
By:/s/ CHARLES S. McDOWELL
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(Charles S. McDowell, Member,
Committee of the Unocal
Profit Sharing Plan)
Date June 29, 1994
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