SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] ANNUAL report pursuant to Section 15(d) of the Securities Exchange
ACT OF 1934 (Fee required)
For the fiscal year ended December 31, 1995
-----------------
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
--------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
- ------------------------------------------------------------------------------
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
Unocal Corporation
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
- -------------------------------------------------------------------------------
<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, 1995 and 1994, and the
results of its transactions for each of the years then ended.
Page Number
Statements included herein:
Report of Independent Accountants...................................... 2
Statements of Net Assets Available for Benefits
with Fund Information .................................................3
Statements of Changes in Net Assets Available
for Benefits with Fund Information................................... 4
Notes to Financial Statements........................................ 5-8
Item 27(a) - Schedule of Assets Held for Investment Purposes...........10
Item 27(d) - Schedule of Reportable Transactions.......................11
Exhibit Index .........................................................12
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
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Administrative Committee of the Molycorp, Inc. 401(k) Retirement Savings
Plan:
We have audited the accompanying statements of net assets available for
benefits of the Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") as of
December 31, 1995 and 1994, 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 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 net assets available for benefits as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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 fund information in the
statements of net assets available for benefits and the statements of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
COOPERS & LYBRAND L. L. P.
June 25, 1996
Los Angeles, California
2
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Participant Directed
1995
------------------------------------------------
Unocal
Fidelity Common GIC
Fund Stock Fund Total
-------------- ------------ ------------ -------------
Assets
Investments at fair value (Note 2)
Shares of registered investment companies
<S> <C> <C> <C> <C>
Fidelity Puritan Mutual Fund ...................... $234,242 $ -- $ -- $234,242
Unocal Common Stock .................................. -- 180,895 -- 180,895
-------- -------- -------- --------
234,242 180,895 -- 415,137
Investments at contract value (Note 3)
Bank of California Employee Benefit
Investment Contract Fund ........................... -- -- 44,814 44,814
-------- -------- -------- --------
Total investments .............................. 234,242 180,895 44,814 459,951
Cash ....................................................... 2 86 5 93
Accrued income ............................................. -- -- 225 225
Participants contributions receivable ...................... 6,899 8,269 4,155 19,323
-------- -------- -------- --------
Net assets available for benefits .......................... $241,143 $189,250 $ 49,199 $479,592
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
1994
------------------------------------------------
Unocal
Fidelity Common GIC
Fund Stock Fund Total
-------------- ------------ ------------ -------------
Assets
Investments at fair value (Note 2)
Shares of registered investment companies
<S> <C> <C> <C> <C>
Fidelity Puritan Mutual Fund ...................... $116,567 $ -- $ -- $116,567
Unocal Common Stock .................................. -- 129,874 -- 129,874
-------- -------- -------- --------
116,567 129,874 -- 246,441
Investments at contract value (Note 3)
Bank of California Employee Benefit
Investment Contract Fund ........................... -- -- 41,096 41,096
-------- -------- -------- --------
Total investments .............................. 116,567 129,874 41,096 287,537
Cash ....................................................... 5 19 1 25
Accrued income ............................................. -- -- 197 197
Participants contributions receivable ..................... 5,856 6,279 -- 12,135
-------- -------- -------- --------
Total assets ................................... 122,428 136,172 41,294 299,894
Liabilities
Amounts payable for shares purchased
and withdrawals of cash ............................... -- -- 1,326 1,326
-------- -------- -------- --------
Total liabilities .............................. -- -- 1,326 1,326
Net assets available for benefits .......................... $122,428 $136,172 $ 39,968 $298,568
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------
1995
--------------------------------------------------------------
Unocal
Fidelity Common GIC
Fund Stock Fund Total
------------ ------------ ------------- ------------
Additions to net assets attributed to:
Investment income
Net appreciation in fair value
<S> <C> <C> <C> <C>
of investments ...................................... $ 21,870 $ 9,306 $ -- $ 31,176
Interest .............................................. 14 70 38 122
Dividends ............................................. 10,657 4,475 2,861 17,993
--------- --------- --------- ---------
Total investment income ............................. 32,541 13,851 2,899 49,291
Participant contributions .................................. 67,521 58,874 20,417 146,812
--------- --------- --------- ---------
Total additions ..................................... 100,062 72,725 23,316 196,103
Deductions from net assets attributed to:
Participants withdrawals and distributions ................. -- -- 15,079 15,079
------ ------ ------ ------
Net increase prior to interfund transfers ..................... 100,062 72,725 8,237 181,024
Interfund transfers ........................................... 18,653 (19,647) 994 --
--------- --------- --------- ---------
Net increase ......................................... 118,715 53,078 9,231 181,024
Net assets available for benefits:
Beginning of year .......................................... 122,428 136,172 39,968 298,568
--------- --------- --------- ---------
End of year ................................................ $ 241,143 $ 189,250 $ 49,199 $ 479,592
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------
1994
-----------------------------------------------------------------------
Unocal
Fidelity Common GIC
Fund Stock Fund Total
------------ ------------ ------------- ------------
Additions to net assets attributed to:
Investment income
Net depreciation in fair value
<S> <C> <C> <C> <C>
of investments ................................... $ (7,296) $ (2,586) $ -- $ (9,882)
Interest ........................................... 95 50 47 192
Dividends .......................................... 7,408 2,837 2,344 12,589
--------- --------- --------- ---------
Total investment income .......................... 207 301 2,391 2,899
Participant contributions ............................... 54,911 50,800 10,723 116,434
--------- --------- --------- ---------
Total additions ................................... 55,118 51,101 13,114 119,333
------ ------ ------ -------
Net increase prior to interfund transfers .................. 55,118 51,101 13,114 119,333
Interfund transfers ........................................ 12,728 5,225 (17,953) --
--------- --------- --------- ---------
Net increase (decrease) ........................... 67,846 56,326 (4,839) 119,333
Net assets available for benefits:
Beginning of year ....................................... 54,582 79,846 44,807 179,235
--------- --------- --------- ---------
End of year ............................................. $ 122,428 $ 136,172 $ 39,968 $ 298,568
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
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
participants. The Plan was effective as of January 1, 1991. Each individual
participant is allowed to choose how their funds are invested from among three
investment options. All funds remain with The Bank of California (the "Trustee")
for the exclusive benefit of Plan participants until distributed 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, as amended.
Contributions
- -------------
Voluntary participant contributions to the Plan are made on a pre-tax
basis and cannot exceed 15 percent of a participant'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.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's
contributions and the respective investment earnings of the individual funds as
governed by the participant's investment selection.
Vesting
- -------
Participants are always 100 percent vested in participant contributions
and the investment earnings on those contributions.
Payment of Benefits
- -------------------
On termination of employment or at which time participants become
eligible to receive benefits, participants may elect to receive either a
lump-sum amount equal to the value of their account or deferral of any
distribution until a later date, but not beyond age 70-1/2. If a participant
continues to work past age 70-1/2, distributions of a portion of the
participant's account balance is required from time to time.
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 one or any combination of the following
funds administered by the Trustee:
Fidelity Puritan Mutual Fund - 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.
Unocal Corporation Common Stock Fund ("Unocal Common Stock") - Funds are
invested in common stock of Unocal Corporation, the company's ultimate
parent.
Employee Benefit Guaranteed Investment Contract Fund ("GIC") - Funds
are invested in a bank commingled trust fund which holds fixed-rate
5
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
investment contracts with various insurance companies.
Federal Income Tax Status
- -------------------------
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, as amended. Therefore, the Plan is not
required to pay any federal income taxes. Earnings on Plan accounts will not be
taxable to participants prior to withdrawal from the Plan.
Withdrawals from the Plan are generally subject to federal income tax. Also,
in-service withdrawals and withdrawals following termination of employment prior
to retirement may be subject to a 10 percent federal tax penalty.
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 in part, subject to the requirements of
ERISA and other applicable laws. An amendment may affect present, as well as
future participants, but may not diminish the account of any participant
existing on the effective date of such amendment. The company has no present
intent to terminate the Plan.
Reclassifications
- -----------------
Certain items in the prior year financial statements have been
reclassified to conform to the current year presentation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis
of accounting in conformity with generally accepted accounting principles. In
addition, the following accounting policies are applied:
a. Purchases and sales of securities are recorded on a trade-date basis.
b. Dividends are recorded on an ex-dividend basis.
c. Interest income is recorded on the accrual basis.
d. Benefits are recorded when paid.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Substantially all of the administrative and other costs of the Plan are
paid by the company.
Valuation of Investments
- ------------------------
The Plan's investments are stated at fair value except for its investment
contract fund which is valued at contract value (Note 3). Shares of registered
investment companies are valued at quoted market prices from national exchanges
which represent the net asset value of shares held by the Plan at year-end. The
6
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
Unocal common stock is valued at the closing price as reported for the New York
Stock Exchange Composite Transactions.
NOTE 3 - INVESTMENTS AT CONTRACT VALUE
Funds invested in the GIC fund, which holds fixed-rate investment
contracts with various insurance companies, are valued at contract value. 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 value 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.
As a result of the adoption of Statement of Position (SOP) 94-4,
"Reporting for Investment Contracts Held by Health and Welfare Benefit Plans and
Defined-Contribution Benefit Plans", effective January 1, 1995, the Plan
reported all investments in fixed-rate investment contracts at contract value.
The contract value of such investment contracts approximate fair value;
therefore, the adoption of SOP 94-4 has an immaterial impact on the Plan's net
assets available for benefits. The crediting interest rate for all outstanding
fixed-rate investment contracts was .5100 percent and .4894 percent as of
December 31, 1995 and 1994, respectively, and the average yield rate for such
contracts was 6.76 percent and 6.42 percent for the years then ended,
respectively.
NOTE 4 - 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 fund is
dependent upon the ability of the underlying companies to honor them.
NOTE 5 -PARTIES-IN-INTEREST
The Plan's investment in the Employee Benefit Investment Contracts Fund is
managed by Bank of California. The Bank of California is the Trustee as defined
by the Plan and, therefore, these transactions qualify as party-in-interest.
NOTE 6 -RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
DECEMBER 31, 1995
--------------------------
Net assets available for benefits per
the financial statements $479,592
Amounts allocated to withdrawing
participants (3,437)
-------------------------
Net assets available for benefits
per the Form 5500 $476,155
=========================
7
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (continued)
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
YEAR ENDED
DECEMBER 31, 1995
-----------------------
Benefits paid to participants per
the financial statements $15,079
Add: Amounts allocated to withdrawing
participants at 12/31/95 3,437
Less: Amounts allocated to withdrawing
participants at 12/31/94 -
-------------------------
Benefits paid to participants per the Form 5500 $18,516
=========================
8
<PAGE>
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 26, 1996
By: /s/ Charles S. McDowell
------------------------
Charles S. McDowell, Member,
Administrative Committee of the
Molycorp, Inc. 401 (k) Retirement
Savings Plan
9
<PAGE>
MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
(c) Description of Investment
Including Maturity Date,
(b) Identity of Issue, Borrower, Rate of Interest, Collateral, (e) Current
(a) Lessor or Similar Party Par or Maturity Value (d) Cost Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fidelity Investments Fidelity Puritan Mutual Fund $ 220,280 $ 234,242
(13,770.863 shares)
Unocal Corporation Unocal Corporation Common Stock 168,572 180,895
(6,211 shares)
* Bank of California Employee Benefit Investment
(4,503.892 shares)
Contract Fund 44,814 44,814
---------------- -----------------
$ 433,666 $ 459,951
================ =================
* Trustee for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
</TABLE>
10
<PAGE>
MOLY CORP, INC. 401(K) RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS *
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(b)Description (f)Expense (h)Current
of Assets Incurred Value of (i)Net
(Including Interest (c)Purchase (d)Selling (e)Lease With (g) Cost Asset on Gain
(a)Identity of Rate and Maturity Price Price Rental Transaction of Asset Transaction Or
Party Involved in Case of a loan) Date (loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Short-term ........... 118,597 Shares
Investment Fund ..... (82 Transactions) 118,597 118,597 118,597 --
Short-term ........... 118,466 Shares
Investment Fund ..... (45 Transactions) 118,466 118,466 118,466 --
Bank of California ... 2,164.6 Shares 21,646 21,646 21,646 --
Employee Benefit .... (27 Transactions)
Investment Contract
Fund (1)
Bank of California ... 1,770.2 Shares 17,702 17,702 17,702 --
Employee Benefit .... (4 Transactions)
Investment Contract
Fund (1)
Fidelity Investments . 6,919.7 Shares
Puritan Fund ........ (26 Transactions) 112,883 112,883 112,883 --
Fidelity Investments . 1,019.6 Shares
Puritan Fund ........ (3 Transactions) 17,077 16,062 17,077 1,015
Unocal Corporation ... 2,322 Shares 64,445 64,445 64,445 --
Common Stock ........ (15 Transactions)
Unocal Corporation ... 877 Shares 22,981 23,806 22,981 (825)
Common Stock ........ (5 Transactions)
</TABLE>
* Under ERISA, a reportable transaction is a transaction or series of
transactions during the Plan year that involves more than 5 percent of the fair
value of the Plan assets at the beginning of the Plan year.
(1) Trustee for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
11
<PAGE>
UNOCAL CORPORATION
EXHIBIT INDEX
Exhibit Description
- ------- -----------
23 Consent of Coopers & Lybrand L.L.P
12
<PAGE>
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 25, 1996, on our audits of the financial
statements and supplemental schedules of the Molycorp Inc. 401(k) Retirement
Savings Plan as of December 31, 1995 and 1994 and for the years then ended which
report is included in this annual report on Form 11-K.
COOPERS & LYBRAND L. L. P.
Los Angeles, California
June 28, 1996
