-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WDRnNER+0OqVWeLkgtfdwWuHfhNeq/tyI6n3eSS4X7XUUxj6n9kftYnq7EzYmZqm tUHD7vYhRvxSPSlswzfCPA== 0000716039-01-500011.txt : 20010702 0000716039-01-500011.hdr.sgml : 20010702 ACCESSION NUMBER: 0000716039-01-500011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08483 FILM NUMBER: 1670823 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267600 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 11-K 1 ucl11k00.txt UNOCAL SAVING PLAN 2000 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, 2000 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 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: UNOCAL 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 INDEX TO FINANCIAL STATEMENTS OF THE UNOCAL SAVINGS PLAN The following financial statements reflect the status of the Unocal Savings Plan as of December 31, 2000 and 1999, and the results of its transactions for each of the years then ended.
Page Number Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2000 and 1999 2 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2000 and 1999 3 Notes to Financial Statements 4-9 Supplemental Schedules*: Schedule of Assets Held for Investment Purposes at December 31, 2000 11 Schedule of Reportable Transactions for the year ended December 31, 2000 12 Exhibit Index 13 * Supplemental schedules required by the Employee Retirement Income Security Act of 1974 that are omitted are not applicable to the Unocal Savings Plan.
REPORT OF INDEPENDENT ACCOUNTANTS To the Unocal Savings Plan Committee: 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 Unocal Savings Plan (the "Plan") at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 of America, 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 our opinion. Our audits were conducted 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 at December 31, 2000 and reportable transactions for the year ended December 31, 2000 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules 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. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Los Angeles, California June 15, 2001 -1-
Unocal Savings Plan Statements of Net Assets Available for Benefits December 31, 2000 1999 - ------------------------------------------------------------------------------------- Assets: Investments at fair value $558,100,005 $586,664,187 Cash 2,713,377 517,038 ------------------ ------------------ Total assets 560,813,382 587,181,225 ------------------ ------------------ Net assets available for benefits $560,813,382 $587,181,225 ================== ================== See accompanying notes to financial statements.
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Unocal Savings Plan Statements of Changes in Net Assets Available for Benefits Year Ended December 31, 2000 1999 - --------------------------------------------------------------------------------------------------------- Additions: Additions to (deductions from) net assets attributed to: Investment income: Net (depreciation) appreciation in fair value of investments $ (17,470,031) $106,667,069 Interest 2,987,898 2,826,155 Dividends 20,960,987 21,546,976 ------------------ ------------------- Total investment income 6,478,854 131,040,200 Contributions: Participant 21,797,371 25,025,641 Company 13,138,933 14,812,757 ------------------ ------------------- Total contributions 34,936,304 39,838,398 ------------------ ------------------- Total additions 41,415,158 170,878,598 ------------------ ------------------- Deductions: Deductions from net assets attributed to: Participants withdrawals & distributions 67,771,562 105,292,032 Trustee fees and other expenses 11,439 17,321 ------------------ ------------------- Total deductions 67,783,001 105,309,353 ------------------ ------------------- Net (decrease) increase (26,367,843) 65,569,245 Net assets available for benefits: Beginning of year 587,181,225 521,611,980 ------------------ ------------------- End of year $560,813,382 $587,181,225 ================== =================== See accompanying notes to financial statements.
-3- UNOCAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - Description of the Plan General Unocal Corporation (Unocal) was incorporated in Delaware on March 18, 1983, to operate as the parent of Union Oil Company of California. The Unocal Savings Plan (the "Plan") provides for Union Oil Company of California (d.b.a. Unocal) (the "Company") matching contributions and for participants' voluntary pre-tax and/or after-tax contributions. Putnam Fiduciary Trust Company is the trustee ("Trustee") of the Plan and invests funds contributed by the Company and participants to the Plan. During 2000 and 1999, all Company contributions were invested in common stock of Unocal Corporation and participant contributions were invested at the discretion of the participants in a range of investment fund options and Unocal Corporation common stock. Effective March 3, 1997, the Company will continue to match contributions in Unocal common stock only; however, participants may thereafter transfer these balances into any of the Plan investment options. Most balances remain with the Trustee until withdrawn by participants following 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. The Savings Plan booklet dated May 1, 2000 constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. This Savings Plan booklet is a Summary Plan Description of the Plan as of May 1, 2000. Participation Regular, full-time employees are eligible to participate in the Plan immediately upon employment by the Company. Part-time and temporary employees are eligible to participate following the first service year in which they complete at least 1,000 hours of service. Contributions Participant Contributions -- Participant contributions are voluntary and can be all pre-tax, all after-tax, or a combination of both. However, a participant's total annual contribution must not exceed 15 percent of the participant's annual base pay. The pre-tax contributions are also known as 401(k) contributions. A participant's contributions shall not exceed the maximum amount allowed by law. Company Matching Contributions -- The Company matches employee pre-tax 401(k) contributions on a dollar for dollar basis, up to six percent of the contributing participant's base pay. At its discretion, the Company directs the Trustee to purchase shares attributable to Company matching contributions either on the open market or by private purchases directly from the Company. Participant Accounts Each participant's account is credited with the contributions and the respective net investment earnings or losses of the individual funds as governed by the participant's investment selection. -4- Vesting Participants are always 100 percent vested in participant contributions and the dividends on those contributions. Vesting in the Company contributions portion of participants' accounts and the dividends thereon is based on years of vesting service. Participants are 100 percent vested in Company contributions and dividends thereon after two years of vesting service. Special vesting rules also apply to certain participants depending on the date and reason for termination of employment. Payment of Benefits Following termination of employment, participants may elect to receive their account balance or defer their distribution until a later date chosen by the participant, but not beyond April 1 of the year following attainment of age 70-1/2. Rollovers into the Plan The Plan will accept rollovers from other employers' qualified plans, subject to certain restrictions. Loans All employees who are participants of the Plan and have a sufficient balance in their employee pre-tax contributions account are eligible to apply for a loan. Members borrow against their own pre-tax 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 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. Federal Income Tax Status The Company obtained its latest determination letter on February 15, 2000, from the Internal Revenue Service, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the "Code"). 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 Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. For 2000, the maximum employee pay eligible for benefit purposes under a qualified plan was $170,000 per year. If an employee's pay exceeded $170,000, only the first $170,000 of base pay was eligible for calculating employee and Company contributions. Federal regulations place an annual dollar limit on the amount of employee pre-tax contributions. The limit was $10,500 and $10,000 for 2000 and 1999, respectively. If pre-tax contributions reach the annual limit before year-end, they are suspended for the balance of the year. The Company matching contributions are also suspended if the annual limit is reached before year-end. 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 income tax penalty. -5- Plan Amendment or 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. In the event of termination, participants become fully vested in their individual accounts, and the net assets of the Plan must be allocated among the participants and beneficiaries of the Plan in the order provided by ERISA. The Company has no present intent to discontinue the Company matching contributions or 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 of America. In addition, the following accounting policies are applied: a. Purchases and sales of Unocal Corporation common stock: During normal trading by participants, the Trustee will collect all participant directed stock trades throughout the day and will execute and complete one or more buy and sell trades per day. During abnormal conditions or heavy trading by participants, the Trustee may not be able to execute and complete participant directed trades on the same day without affecting the share price. The Trustee is authorized, at its discretion, to buy or sell a portion of the trades during the next day or days. Prices received from each day's trading will be averaged to ensure that all participants requesting trades will be treated equitably. b. Dividend income is recorded on the ex-dividend date. c. Interest income is recorded as earned 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. 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. The Unocal Corporation common stock is valued at the closing price as reported for the New York Stock Exchange Composite Transactions at December 31, 2000 and 1999. 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. The value of the assets of the Plan are subject to the variations in the market. The fair value of the investments and net assets available for benefits could be materially affected by a change in market conditions. -6- 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 of America 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 table presents investments that represent 5 percent or more of the Plan's net assets available for benefits:
December 31, 2000 1999 - ------------------------------------------------------------------------------------------------------------ Unocal Common Stock (a) 6,178 and 6,714 thousand shares, respectively $239,011,758 $225,327,484 Putnam S&P 500 Index Fund 3,182 and 3,502 thousand shares, respectively 100,811,110 122,349,845 Putnam New Opportunities Fund 1,106 and 785 thousand shares, respectively 66,200,019 72,559,112 Putnam Money Market Fund 38,320 and 45,345 thousand shares, respectively 38,320,056 45,345,046 George Putnam Fund of Boston 2,217 and 2,675 thousand shares, respectively 38,149,305 43,633,627 Putnam Voyager Fund 1,526 and 1,358 thousand shares, respectively 36,481,007 42,921,726 (a) Includes both participant and nonparticipant-directed amounts.
-7- During 2000, the Plan's investments appreciated (depreciated) in value as follows: Mutual funds $ (42,972,819) Common or collective trusts (10,287,309) Common stock 35,790,097 --------------------- $ (17,470,031) ===================== Nonparticipant-Directed Investments The nonparticipant-directed investments and the significant components of the changes in those net assets are as follows:
December 31, 2000 1999 - ----------------------------------------------------------------------------------------------------------------- Assets: Unocal common stock $ 148,392,402 $ 139,452,514 --------------------- ---------------------- Total assets 148,392,402 139,452,514 --------------------- ---------------------- Total nonparticipant-directed net assets $ 148,392,402 $ 139,452,514 ===================== ======================
Year Ended December 31, 2000 1999 - ----------------------------------------------------------------------------------------------------------------- Changes in net assets: Contributions $ 13,138,933 $ 14,812,757 Dividends 3,300,583 3,857,896 Net appreciation 21,613,424 32,868,125 Benefits paid to participants (12,479,593) (21,380,032) Transfers to participant - directed investments (16,686,182) (49,956,142) --------------------- ---------------------- Net increase (decrease) $ 8,887,165 $ (19,797,396) ===================== ======================
-8- NOTE 4 - Forfeitures by Members Company basic and matching contributions and dividends thereon under the Plan are forfeited by employees whose employment is terminated before vesting is attained. However, if an employee is re-employed by the Company and performs an hour of service within five years after the date of termination of employment, the forfeited account balance shares will be restored to the employee's Plan account. Amounts forfeited will be used to restore previously forfeited accounts when necessary. Remaining amounts forfeited will then be used to offset future Company contributions to participant accounts. At December 31, 2000 and 1999, forfeited nonvested accounts totaled $173,152 and $170,782, respectively. NOTE 5 - 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. Fees paid by the Plan for investment management services are disclosed on the face of the statement of changes in net assets available for benefits for the years ended December 31, 2000 and 1999. The Company, who also qualifies as a party-in-interest, absorbs certain administrative expenses of the Plan. Such transactions with the Company qualify for a statutory exemption. Total expenses paid by the Company were $87,756 and $169,268 for the years ended December 31, 2000 and 1999, respectively. -9- 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, 2001 By: /s/ Joe D. Cecil ------------------------ Joe D. Cecil Plan Committee Member -10-
Unocal Savings Plan Schedule of Assets Held for Investment Purposes At December 31, 2000 (a) (b) (c) (d) (e) Identity of Issuer, Description of Investment, Borrower, Lessor Including Maturity Date, Rate of or Similar Party Interest, Collateral, Par, or Maturity Value Cost Current Value - --------------------------------------------------------------------------------------------------------------------------------- * Unocal Corporation Unocal Corporation Common Stock $ 174,845,614 $ 239,011,758 6,178,010 shares ** Putnam Investments Putnam S&P 500 Index Fund 75,825,655 100,811,110 3,182,169 shares ** Putnam Investments George Putnam Fund of Boston 41,340,952 38,149,305 2,216,694 shares ** Putnam Investments The Putnam Bond Index Fund 4,268,360 4,585,471 416,482 shares ** Vanguard Group The Vanguard Windsor II Fund 9,733,535 9,152,078 336,473 shares ** Putnam Investments Putnam International Growth Fund 15,340,007 14,345,631 578,453 shares ** Putnam Investments Putnam Money Market Fund 38,320,055 38,320,056 38,320,056 shares ** Putnam Investments Putnam New Opportunities Mutual Fund 81,342,243 66,200,019 1,105,914 shares ** Putnam Investments Putnam Voyager Fund 40,029,129 36,481,007 1,525,764 shares ** Putnam Investments Participant Loans - 11,043,570 ------------------ Total assets held for investment purposes $ 558,100,005 ================== * 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.
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UNOCAL SAVINGS PLAN Schedule of Reportable Transactions (1) December 31, 2000 (a) (b) (c) (d) (e) (f) (g) (h) (i) Identity of Description of Assets Expense Current Value of Party (including Interest Rate Purchase Selling Lease Incurred With Cost Asset on Involved And Maturity in Case of a loan Price Price Rental Transaction of Asset Transaction Date Net Gain - ------------------------------------------------------------------------------------------------------------------------------------ Unocal Corrporation (2) Common Stock $46,253,995 $ 46,253,995 $ 46,253,995 (474 transactions) Unocal Corporation (2) Common Stock $ 67,951,771 60,022,992 67,951,771 $ 7,928,779 (786 transactions) (1) 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's net assets at the beginning of the Plan year, with certain exceptions. (2) Sponsor and employer and, therefore, a party-in-interest for which a statutory exemption exists.
-12- UNOCAL CORPORATION EXHIBIT INDEX Exhibit 23 Consent of PricewaterhouseCoopers LLP -13- EX-23 2 ex23.txt INDEPENDENT ACCOUNTANTS' CONSENT EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-93225) of Unocal Corporation of our report, dated June 15, 2001, relating to the financial statements of the Unocal Savings Plan, which appears in this Form 11-K. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Los Angeles, California June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----