UNITED STATES
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
For the fiscal year ended December 31, 1999
Or
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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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, 1999 and 1998, and the
results of its transactions for each of the years then ended.
Page Number
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits at End of Year 3
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-6
Supplemental Schedules*:
Schedule of Assets Held for Investment Purposes 8
Exhibit Index 9
* Supplemental schedules required by the Employee Retirement Income Security
Act of 1974 that are omitted are not applicable to the Molycorp, Inc.
401(k) Retirement Savings Plan.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Administrative Committee of the Molycorp, Inc. 401(k) Retirement Savings
Plan:
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years ended December 31, 1999 and 1998 in conformity with accounting
principles generally accepted in the United States. 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 of these statements in accordance with auditing standards
generally accepted in the United States which require that we plan and perform
the audits 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes at end of year 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. This 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.
PricewaterhouseCoopers LLP
Los Angeles, California
June 9, 2000
2
<PAGE>
<TABLE>
<CAPTION>
Molycorp, Inc. 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31,
1999 1998
--------------------------------------------------------------------------------
<S> <C> <C>
Investments at fair value ...................... $102,367 $ 75,059
-------- --------
Net assets available for benefits .............. $102,367 $ 75,059
======== ========
</TABLE>
<TABLE>
<CAPTION>
Molycorp, Inc. 401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31,
1999 1998
--------------------------------------------------------------------------------
Additions:
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in
<S> <C> <C>
fair value of investments ............... $ 5,955 $ (4,179)
Interest .................................... 2,949 1,350
Dividends ................................... 110 1,062
-------- --------
Total investment income (loss) ......... 9,014 (1,767)
Participant contributions ...................... 18,294 19,837
-------- --------
Total additions ............................ 27,308 18,070
-------- --------
Net increase ................................. 27,308 18,070
-------- --------
Net assets available for benefits:
Beginning of year ............................ 75,059 56,989
-------- --------
End of year .................................. $102,367 $ 75,059
======== ========
See accompanying notes to financial statements.
</TABLE>
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
General
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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. Prior to August 1, 1998, all funds were held by Union Bank of
California for the exclusive benefit of Plan participants until distributed
after termination of employment. Each individual participant was allowed to
choose how funds were invested from among three investment options.
Effective August 1, 1998, the Plan changed its trustee and administrator
from Union Bank of California and William Mercer, respectively, to Putnam
Fiduciary Trust Company (the "Trustee"). Each individual participant is allowed
to choose how funds are invested from a range of investment fund options made
available through Putnam investments and Unocal Corporation common stock. The
Plan is subject to certain provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") as a defined contribution plan.
The Plan booklet dated December 1, 1996 replaced the April 1, 1991 booklet
and constitutes part of a prospectus covering securities that have been
registered under the Securities Act of 1933. The December 1, 1996 booklet can be
referenced for other information about the Plan.
Participation
-------------
Collective bargaining unit employees at the company's Questa and York
facilities became eligible to participate in the Plan as of January 1, 1991 if
at least six months of service were completed prior to January 1, 1991.
Otherwise, participants become eligible to participate in the Plan beginning the
first of the calendar quarter that follows the date the participant has
completed six months of service.
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 amount prescribed by law and cannot be calculated on an amount of
base pay in excess of the amount allowed by law. The Plan does not allow for
employer contributions.
Participant Accounts
--------------------
Each participant's account is credited with the participant's
contributions and increased or decreased by the respective investment earnings
or losses of the individual investments as governed by the participant's
investment selections.
Vesting
-------
Participants are always 100 percent vested in participant contributions
and in the dividends and interest on those contributions.
4
<PAGE>
Payment of Benefits
-------------------
On termination of employment or at such time that participants become
eligible to receive benefits, participants may elect to receive their account
balances or defer their distributions until a later date, but no later than 60
days after the end of the plan year in which the latest of the following occurs:
the April 1 after the close of the calendar year in which the participant
attains age 70 1/2, or two years after the participant's employment terminates.
If a participant continues to work after age 70 1/2, distribution of a portion
of the participant's account balance is required by April 1 of the calendar year
following the calendar year in which the participant attains age 70 1/2.
Federal Income Tax Status
-------------------------
The company obtained a ruling, dated December 26, 1996, from the Internal
Revenue Service that the Plan meets the requirements of Section 401(a) of the
Internal Revenue Code (the "Code") of 1986, as amended, and that the Trustee
established thereunder is entitled to exemption under the provisions of the
Code; therefore, the Plan is not required to pay any federal income taxes.
Contributions to and 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 an additional 10 percent federal penalty tax.
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.
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 accounting principles generally accepted in the
United States. 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 date basis.
c. Interest income is recorded on the accrual basis.
d. Benefits are recorded when paid.
The Plan presents in the statements of changes in net assets available for
benefits the net appreciation (depreciation) in the fair values of its
investments which consist of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Certain items in prior year financial statements have been reclassified to
conform to the 1999 presentation.
5
<PAGE>
Valuation of Investments
------------------------
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at the net asset value of shares held by the
Plan at year-end. Shares of Unocal common stock are valued at the closing price
as reported for the New York Stock Exchange Composite Transactions at December
31, 1999 and 1998, respectively. Investments in common trust funds are valued
based on information provided by the Plan's investment custodian. The financial
statements of the common trust funds are audited annually by independent
accountants.
Use of Estimates in Preparation of the Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the Plan's
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of additions to
and deductions from net assets during the reporting periods. Actual results
could differ from those estimates.
NOTE 3 - Investments
The following investments represented 5 percent or more of the Plan's net
assets:
<TABLE>
<CAPTION>
December 31,
1999 1998
--------------------------------------------------------------------------------
Putnam Money Market Fund
<S> <C> <C>
82,409 and 30,506 shares, respectively ............. $ 82,409 $ 30,506
Putnam Low Volatility Fund
0 and 2,471 shares, respectively ................... -- 31,751
Putnam New Opportunities Fund
115 and 107 shares, respectively ................... 10,595 6,234
Unocal Common Stock
147 and 136 shares, respectively ................... 4,924 3,965
</TABLE>
During 1999, the Plan's investments appreciated in value by $5,955 as follows:
Mutual funds $4,519
Common or collective trust 872
Common stock 564
------
$5,955
======
NOTE 4 - Parties-in-interest
Certain of the Plan's investments are shares of mutual funds managed by the
Trustee, as defined by the Plan Agreement. Therefore, these transactions qualify
as party-in-interest transactions for which a statutory exemption exists.
The company, which also qualifies as a party-in-interest, absorbs
substantially all of the administrative expenses of the Plan. Such transactions
with the company qualify for a statutory exemption.
6
<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
Date: June 28, 2000 By: /s/ Joe D. Cecil
----------------------
Joe D. Cecil
Plan Committee Member
7
<PAGE>
<TABLE>
<CAPTION>
Molycorp, Inc. 401(k) Retirement Savings Plan
Schedule of Assets Held for Investment Purposes At End of Year
As of December 31, 1999
(a) (b) (c) (d) (e)
Identity of Issuer, Borrower, Description of Investment Cost Current Value
Lessor or Similar Party
---------------------------------------------------------------------------------------------------------------------
<S> <C>
* Unocal Corporation Unocal Corporation Common Stock $ 4,924
147 shares
** Putnam Investments Putnam S&P 500 Index Fund 3,143
90 shares
** Vanguard Group The Vanguard Windsor II Fund 413
17 shares
** Putnam Investments Putnam International Growth Fund 883
30 shares
** Putnam Investments Putnam Money Market Fund 82,409
82,409 shares
** Putnam Investments Putnam New Opportunities Mutual Fund 10,595
115 shares
-------------
Total assets held for investment purpose $102,367
=============
</TABLE>
[FN]
* Sponsor and employer and, therfore, a party-in-interest for which a
statuory exemption exists.
** Trustee for the Plan and, therefore, a party-in-interest for which a
statuory exemption exists. The Vanguard Windsor II Fund is also available
through Putnam Investments.
</FN>
8
<PAGE>
UNOCAL CORPORATION
EXHIBIT INDEX
Exhibit 23 Consent of PricewaterhouseCoopers LLP
9
