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)
<PAGE>
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.
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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
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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)
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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)
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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.
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<PAGE> 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.
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<PAGE> 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.
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<PAGE> 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
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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
