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)
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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.
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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
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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)
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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
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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.
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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.
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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
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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 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
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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. 33-65576) 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
