-----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, QrS6cN1M0erKP+9mbMHvlZTi5d1SvJycAmkKjJGA5K80E7yDxuBdc/pKPCUgIKOw bpoZlhMjCYvaNbUeodC+Zw== 0000898430-98-002446.txt : 19980630 0000898430-98-002446.hdr.sgml : 19980630 ACCESSION NUMBER: 0000898430-98-002446 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: CSX SROS: NYSE SROS: PCX 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: 98656370 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267600 11-K 1 FORM 11-K DATED 12/31/1997 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, 1997 ------------------------------------------------- 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, 1997 and 1996, 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 3-4 Statements of Changes in Net Assets Available for Benefits with Fund Information 5-6 Notes to Financial Statements 7-11 Item 27(a) - Schedule of Assets Held for Investment Purposes 13 Item 27(d) - Schedule of Reportable Transactions 14 Exhibit Index 15
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 REPORT OF INDEPENDENT ACCOUNTANTS The Unocal Savings Plan/ESOP Committee: We have audited the accompanying statements of net assets available for benefits of the Unocal Savings Plan (the "Plan") as of December 31, 1997 and 1996, 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 of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed 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. These supplemental schedules are the responsibility of the Plan's management. 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 26, 1998 Los Angeles, California 2 Unocal Savings Plan Statement of Net Assets Available for Benefits with Fund Information December 31, 1997
Non-Participant Directed Participant Directed --------------- ------------------------------------------------------------- Unocal Low Common S&P 500 George Putnam Volatility Money Stock Index Fund Fund of Boston Trust Fund Market Fund --------------- ---------- -------------- ---------- ----------- Assets Investments at fair value (Note 2) Unocal Common Stock $236,345,347 $ - $ - $ - $ - Shares of registered investment companies: S&P 500 Index Fund - 69,606,728 - - - George Putnam Fund of Boston - - 47,367,931 - - Low Volatility Trust - - - 7,282,078 - Money Market Fund - - - - 21,152,142 New Opportunities Fund - - - - - Voyager - - - - - Participant notes receivable - - - - - ------------ ----------- ----------- ---------- ----------- Total investments 236,345,347 69,606,728 47,367,931 7,282,078 21,152,142 Cash - - - - - ------------ ----------- ----------- ---------- ----------- Total assets 236,345,347 69,606,728 47,367,931 7,282,078 21,152,142 Liabilities Amounts due to Plan Sponsor 429,250 - - - - ------------ ----------- ----------- ---------- ----------- Total liabilities 429,250 - - - - Net Assets Available For Benefits $235,916,097 $69,606,728 $47,367,931 $7,282,078 $21,152,142 ============ =========== =========== ========== =========== -------------------------------------------------- Unocal New Common Opportunities Voyager Stock Other Total ------------- ------- ------- ----- ----- Assets Investments at fair value (Note 2) Unocal Common Stock $ - $ - $142,161,246 $ - $378,506,593 Shares of registered investment companies: S&P 500 Index Fund - - - - 69,606,726 George Putnam Fund of Boston - - - - 47,367,931 Low Volatility Trust - - - - 7,282,076 Money Market Fund - - - - 21,152,142 New Opportunities Fund 23,616,128 - - - 23,616,126 Voyager - 14,934,256 - - 14,934,256 Participant notes receivable - - - 14,009,883 14,009,883 ----------- ----------- ----------- ----------- ------------ Total investments 23,616,128 14,934,256 142,161,246 14,009,883 576,475,739 Cash - - 643,419 - 643,419 ----------- ----------- ------------ ----------- ------------ Total assets 23,616,128 14,934,256 142,804,665 14,009,883 577,119,158 Liabilities Amounts due to Plan Sponsor - - - - 429,250 ----------- ----------- ------------ ----------- ------------ Total liabilities - - - - 429,250 Net assets available for benefits $23,616,128 $14,934,256 $142,804,665 $14,009,883 $576,689,908 =========== =========== ============ =========== ============
The accompanying notes are an integral part of these financial statements. 3 Unocal Savings Plan Statement of Net Assets Available for Benefits with Fund Information December 31, 1996
Non-Participant Directed Participant Directed ------------------- ------------------------------------------------------------------------ Unocal Low Common S&P 500 George Putnam Volatility Money Stock Index Fund Fund of Boston Trust Fund Market Fund ------------------- ----------- --------------- ----------- ----------- Assets Investments at fair value (Note 2) Unocal Common Stock $329,991,884 $ - $ - $ - $ - Shares of registered investment companies: S&P 500 Index Fund - 39,659,989 - - - George Putnam Fund of Boston - - 28,940,379 - - Low Votatility Trust - - - 4,240,936 - Money Market Fund - - - - 12,007,378 New Opportunities Fund - - - - - Voyager - - - - - Participant notes receivable - - - - - ------------ ----------- ----------- ---------- ----------- Total investments 329,991,884 39,659,989 28,940,379 4,240,936 12,007,378 Cash - - - - - ------------ ----------- ----------- ---------- ----------- Total assets 329,991,884 39,659,989 28,940,379 4,240,936 12,007,378 Liabilities Amounts due to Plan Sponsor 628,608 - - - - ------------ ----------- ----------- ---------- ----------- Total liabilities 628,608 - - - - New assets available for benefits $329,363,276 $39,659,989 $28,940,379 $4,240,936 $12,007,378 ============ =========== =========== ========== =========== Participant Directed ----------------------------------------------------------------------------------- Unocal New Common Opportunites Voyager Stock Other Total ------------- --------- ----------- ----------- ------------ Assets Investments at fair value (Note 2) Unocal Common Stock $ - $ - $153,834,109 $ - $483,825,993 Shares of registered investment companies: S&P 500 Index Fund - - - - 39,659,989 George Putnam Fund of Boston - - - - 28,940,379 Low Votatility Trust - - - - 4,240,936 Money Market Fund - - - - 12,007,378 New Opportunities Fund 13,768,188 - - - 13,768,188 Voyager - 7,208,151 - - 7,208,151 Participant notes receivable - - - 16,636,176 16,636,176 ----------- ---------- ------------ ----------- ------------ Total investments 13,768,188 7,208,151 153,834,109 16,636,176 606,287,190 Cash - - 196,435 - 196,435 ----------- ---------- ------------ ----------- ------------ Total assets 13,768,188 7,208,151 154,030,544 16,636,176 606,483,625 Liabilities Amounts due to Plan Sponsor - - - - 628,608 ----------- ---------- ------------ ----------- ------------ Total liabilities - - - - 628,608 New assets available for benefits $13,768,188 $7,208,151 $154,030,544 $16,636,176 $605,855,017 =========== ========== ============ =========== ============
The accompanying notes are an integral part of these financial statements. 4
Unocal Savings Plan Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1997 Non-Participant Directed Participant Directed ----------------- ---------------------------------------------------------------------------- Unocal Low Common S&P 500 George Putnam Volatility Money Stock Index Fund Fund of Boston Trust Fund Market Fund ----------------- ------------- -------------- ------------ --------------- Additions to net assets attributed to: Investment income Net appreciation (depreciation) in fair value of investments $ (9,906,045) $14,857,874 $ 2,983,768 $ 367,418 $ - Interest - 223,420 156,562 21,843 30,722 Dividends 5,889,452 - 4,243,774 - 927,878 ------------ ----------- ----------- ---------- ----------- Total investment income (4,016,593) 15,081,294 7,384,104 389,261 958,600 Contributions Participant - 8,764,900 6,446,088 1,125,325 2,423,537 Company 17,714,653 - - - - ------------ ----------- ----------- ---------- ----------- Total contributions 17,714,653 8,764,900 6,446,088 1,125,325 2,423,537 Total additions 13,698,060 23,846,194 13,830,192 1,514,586 3,382,137 Deductions from net assets attributed to: Participants withdrawals & distributions 59,246,666 10,580,917 8,539,430 1,705,331 11,753,101 Trustee fees and other expenses - 5,835 3,209 502 736 ------------ ----------- ----------- ---------- ----------- Total deductions 59,246,666 10,586,752 8,542,639 1,705,833 11,753,837 Net increase (decrease) prior to interfund transfers (45,548,606) 13,259,442 5,287,553 (191,247) (8,371,700) Interfund transfers (47,898,573) 16,687,297 13,139,999 3,232,389 17,516,464 ------------ ----------- ----------- ---------- ----------- Net increase (decrease) (93,447,179) 29,946,739 18,427,552 3,041,142 9,144,764 Net assets available for benefits: Beginning of year 329,363,276 39,659,989 28,940,379 4,240,936 12,007,378 ------------ ----------- ----------- ---------- ----------- End of year $235,916,097 $69,606,728 $47,367,931 $7,282,078 $21,152,142 ============ =========== =========== ========== =========== Participant Directed ---------------------------------------------------------------------------------------- Unocal New Common Opportunities Voyager Stock Other Total ------------- ------- ------ ----- ----- Additions to net assets attributed to: Investment income Net appreciation (depreciation) in fair value of investments $ 3,238,592 $1,465,635 $ (4,541,225) $ - $ 8,466,017 Interest 81,505 46,613 380,673 - 941,338 Dividends 514,928 884,227 2,740,252 - 15,200,511 ------------ ----------- ------------ ----------- ------------ Total investment income 3,835,025 2,396,475 (1,420,300) - 24,607,866 Contributions Participant 3,355,612 2,180,352 35,157,981 - 59,453,795 Company - - - - 17,714,653 ------------ ----------- ------------ ----------- ------------ Total contributions 3,355,612 2,180,352 35,157,981 - 77,168,448 Total additions 7,190,637 4,576,827 33,737,681 - 101,776,314 Deductions from net assets attributed to: Participants withdrawals & distributions 2,913,046 1,667,146 30,854,321 3,656,143 130,916,101 Trustee fees and other expenses 2,022 1,459 11,559 - 25,322 ------------ ----------- ------------ ----------- ------------ Total deductions 2,915,068 1,668,605 30,865,880 3,656,143 130,941,423 Net increase (decrease) prior to interfund transfers 4,275,569 2,908,222 2,871,801 (3,656,143) (29,165,109) Interfund transfers 5,572,371 4,817,883 (14,097,680) 1,029,850 - ------------ ----------- ------------ ----------- ------------ Net increase (decrease) 9,847,940 7,726,105 (11,225,879) (2,626,293) (29,165,109) Net assets available for benefits: Beginning of year 13,768,188 7,208,151 154,030,544 16,636,176 605,855,017 ------------ ----------- ------------ ----------- ------------ End of year $ 23,616,128 $14,934,256 $142,804,665 $14,009,883 $576,689,908 ============ =========== ============ =========== ============
The accompanying notes are an integral part of these financial statements. 5 Unocal Savings Plan Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1996
Non-Participant Directed Participant Directed -------------- --------------------------------------------------------------- Unocal Low Common S&P 500 George Putnam Volatility Money Stock Index Fund Fund of Boston Trust Fund Market Fund ------------- ------------- ---------------- ------------- --------------- Additions to net assets attributed to: Investment Income Net appreciation (depreciation) in fair value of investments $ 95,168,952 $ 6,407,719 $ 3,547,841 $ 130,457 $ 394,656 Interest -- 228,933 177,986 24,910 26,085 Dividends 6,672,799 -- -- -- -- ------------ ----------- ----------- --------- ----------- Total Investment Income 101,841,751 6,636,652 3,725,827 155,367 420,741 Contributions Participant -- 9,204,749 7,212,903 1,259,891 2,783,664 Company 22,731,422 -- -- -- -- ------------- ----------- ----------- --------- ----------- Total contributions 22,731,422 9,204,749 7,212,903 1,259,891 2,783,664 Total additions 124,573,173 15,841,401 10,938,730 1,415,258 3,204,405 Deduction from net assets attributed to: Participants withdrawals & distributions 40,251,162 2,070,285 1,744,671 295,665 2,765,931 Trustees fees and other expenses 25 7,426 4,239 666 1,249 ------------- ----------- ----------- --------- ----------- Total deductions 40,251,187 2,077,711 1,748,910 296,331 2,767,180 Net increase (decrease) prior to interfund transfers 84,321,986 13,763,690 9,189,820 1,118,927 437,225 Interfund transfers -- 9,876,457 7,268,297 1,091,987 8,686,166 ------------- ------------ ------------ --------- ------------ Net increase (decrease) 84,321,986 23,640,147 16,458,117 2,210,914 9,123,391 Net assets available for benefits: Beginning of year 245,041,290 16,019,842 12,482,262 2,030,022 2,883,987 ------------- ------------ ------------ --------- ------------ End year $ 329,363,276 $ 39,659,989 $ 28,940,379 $ 4,240,936 $ 12,007,378 ============= ============ ============ =========== ============ Participant Directed ------------------------------------------------------------------------------- Unocal New Common Opportunities Voyager Stock Other Total ------------- ------------- --------------- ----------- ------------ Additions to net assets attributed to: Investment Income Net appreciation (depreciation) in fair value of investments $ (244,371) $ 163,672 $ 48,279,886 $ -- $ 153,848,812 Interest 60,613 30,366 464,114 -- 1,013,007 Dividends -- -- 3,529,550 -- 10,202,349 ---------- ---------- ------------ -------- ------------- Total Investment Income (183,758) 194,038 52,273,550 -- 165,064,168 Contributions Participant 2,164,478 1,220,965 11,829,369 -- 35,676,019 Company -- -- -- -- 22,731,422 ---------- ---------- ------------ -------- ------------- Total contributions 2,164,478 1,220,965 11,829,369 -- 58,407,441 Total additions 1,980,720 1,415,003 64,102,919 -- 223,471,609 Deduction from net assets attributed to: Participants withdrawals & distributions 309,188 177,965 15,651,422 777,343 64,043,632 Trustees fees and other expenses 1,605 900 26,353 - 42,463 ---------- ---------- ------------ -------- ------------- Total deductions 310,793 178,865 15,677,775 777,343 64,086,095 Net increase (decrease) prior to interfund transfers 1,669,927 1,236,138 48,425,144 (777,343) 159,385,514 Interfund transfers 12,098,261 5,972,013 (49,225,529) 4,232,348 - ---------- ---------- ------------ ------------ ------------- Net increase (decrease) 13,768,188 7,208,151 (800,385) 3,455,005 159,385,514 Net assets available for benefits: Beginning of year - - 154,830,929 13,181,171 446,469,503 ----------- ---------- ------------ ------------ ------------- End year $13,768,188 $7,208,151 $154,030,544 $16,636,176 $605,855,017 =========== ========== ============ ============ ============
The accompanying notes are an integral part of these financial statements. 6 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") contributions and for participants' voluntary 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 1997 and 1996, 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, participants could transfer company contributions into one or more of the Plan investment options. The company will continue to match contributions in only Unocal common stock, however, participants may thereafter transfer these balances into any of the Plan investment options. All shares remain with the Trustee until delivered to participants 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. The Savings Plan booklet dated January 1998 constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. This booklet is a Summary Plan Description of the Unocal Savings Plan as of January 1, 1998 and supercedes the Plan booklet dated July 1, 1990 and all subsequent amendments. Other information about the Plan can be found in the Summary Plan Description booklet. 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. VESTING - ------- Participants are always 100 percent vested in participant contributions and the dividends on those contributions. Vesting in the company contributions portion of participant's accounts and the dividends thereon is based on years of vesting service. Effective January 1, 1998, a participant is 100 percent vested in company contributions and dividends thereon after two years of vesting service. Prior to this date, a participant was vested in company contributions and dividends thereon after five years of vesting service. 7 UNOCAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) In 1997, special vesting provisions of the Plan pertaining to the sale of 76 Products Company were enacted to waive the five year vesting period for certain plan members whose employment terminated due to the sale. The affected plan members included those employees whose employment terminated due to a work force reduction or job elimination beginning on the sale announcement date of November 18, 1996 through December 31, 1997. Subsequently, the special vesting provisions were amended to include 76 Products Company "transition team" members who remained employed by Unocal after December 31, 1997, but whose "transition team" assignment ended on or before March 31, 1998 and whose employment with Unocal ends on or before July 31, 1998. PAYMENT OF BENEFITS - ------------------- On termination of employment or at such time as participants become eligible to receive benefits, participants may elect to receive their account balance or defer their distribution until a later date, but not beyond April 1 of the year following attainment of age 70-1/2. If a participant continues to work past age 70-1/2, federal regulations require distribution of a portion of the participant's account balance by April 1 of the calendar year following the participant's attainment of age 70-1/2. ROLLOVERS INTO THE PLAN - ----------------------- As a result of labor contract negotiations, employees of Molycorp, Inc., a wholly owned subsidiary of Unocal, at Mountain Pass became eligible to commence participation in the Plan and make contributions to the Plan after June 30, 1996. In October 1996, employees at Mountain Pass were extended a special election period to rollover into the Plan account balances existing in the Molycorp Inc. 401(k) Savings Plan prior to June 30, 1996. Consequently, account balances totaling $614,739 were transferred in December 1996 to the Plan and are included in participant contributions in the statement of changes in net assets available for benefits for the year ended December 31, 1996. In October 1996, former employees of Prairie Producing Company, a company acquired by Unocal, were extended a special election period to rollover into the Plan previously existing account balances in the Prairie Producing Company Employee Benefit Plan. In December 1996, account balances totaling $933,224 were transferred into the Plan and are included in participant contributions in the statement of changes in net assets available for benefits for the year ended December 31, 1996. Effective March 3, 1997, the Plan accepted rollovers of qualified amounts from the Unocal Retirement Plan and the Unocal Employee Stock Ownership Plan that are distributed following termination of employment. Additionally, 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. 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 one or more or all of the following funds administrated by the Trustee: 8 UNOCAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) UNOCAL CORPORATION COMMON STOCK - Monies are used to purchase shares of Unocal Corporation common stock. During 1997 and 1996, company contributions were invested only in Unocal Corporation common stock. Effective March 3, 1997, participants could transfer company contributions into one or more of the Plan investment options. The company will continue to match contributions in only Unocal common stock, however, participants may thereafter transfer these balances into any of the Plan investment options. 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 FUND - 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. PUTNAM NEW OPPORTUNITIES FUND - Investments are primarily in common stocks of companies within certain emerging industry groups that offer above average potential for growth. PUTNAM VOYAGER FUND - Investments are in a combination of stocks of smaller companies expected to grow over time, as well as stocks of larger, more established companies. Effective during 1996, participants became eligible to transfer pre-tax and after-tax balances into any of the investment alternatives. FEDERAL INCOME TAX STATUS - ------------------------- The company obtained its latest determination letter on November 30, 1995, from the Los Angeles District Director of 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 Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. Under Federal regulations effective January 1, 1997, the maximum employee pay eligible for benefit purposes under a qualified plan is $160,000 per year. If an employees' pay exceeds $160,000, only the first $160,000 of base pay will be eligible for calculating employee and company contributions. Federal regulations place an annual dollar limit on the amount of employee pre-tax and company matching contributions. In 1997 and 1996 the limit was $9,500. 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. 9 UNOCAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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 participants, but may not diminish the account balance of any participant 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 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 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 buy and sell trade 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. Substantially all of the administrative and other costs of the Plan are paid by the company. 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 quoted market prices from national exchanges which represent the new 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, 1997 and 1996. The assets of the Plan are primarily invested in Unocal common stock and in the shares of publicly traded registered investment companies (mutual funds). As a result, 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. USE OF ESTIMATES IN PREPARATION OF THE FINANCIAL STATEMENTS - ----------------------------------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles 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. 10 UNOCAL SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 3 - FORFEITURES BY MEMBERS Company basic and matching contributions and dividends thereon under the Plan are forfeited by employees whose employment is terminated before completing two years of service and whose termination is for any reason other than their total disability, death or retirement. 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 Plan member accounts. At December 31, 1997 and 1996, forfeited nonvested accounts totaled $429,250 and $628,608, respectively. 11 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 26, 1998 By: /s/ Joe D. Cecil ------------------------------------ Joe D. Cecil Vice President and Comptroller 12 Unocal Savings Plan Item 27(a) - Schedule of Assets Held for Investment Purposes For the Year Ended December 31, 1997
(a) (b) (c) (d) (e) Identity of Issue, Description of Investment including Borrower, Lessor Maturity Date, Rate of Interest, Current or Similar Party Collateral Par or Maturity Value Cost Value - ----------------------------------------------------------------------------------------------------------------------------------- ** Unocal Corporation Unocal Corporation Common Stock $251,898,984 $378,506,593 (9,752,183 shares) * Putnam Investments S&P 500 Index Fund 51,782,968 69,606,728 (3,084,038 shares) * Putnam Investments George Putnam Fund of Boston 44,002,925 47,367,931 (2,634,479 shares) * Putnam Investments Putnam Low Volatility Trust Fund 6,843,838 7,282,078 (603,320 shares) * Putnam Investments Putnam Money Market Fund 21,152,140 21,152,142 (21,152,142 shares) * Putnam Investments Putnam New Opportunities Fund 21,135,546 23,616,128 (485,429 shares) * Putnam Investments Putnam Voyager Fund 13,975,941 14,934,256 (783,950 shares) * Putnam Investments Participant Loans - 14,009,883 ------------ ------------ $410,792,342 $378,506,593 ============ ============
* Trustee for the Plan and, therefore, a party-in-interest for which a statutory exemption exists. ** Sponsor and employer and, therefore, a party-in-interest for which a statutory exemption exists. 13 Unocal Savings Plan Item 27(d) - Schedule of Reportable Transactions (1) December 31, 1997
(a) (b) (c) (d) Description of Assets (including Interest Rate and Purchase Selling Identity of Party Involved Maturity in case of a Loan) Price Price - ------------------------------------------------------------------------------------------------------------------------- Unocal Corporation (2) Unocal Corporation 48,839,261 Common Stock (377 transactions) Unocal Corporation (2) Unocal Corporation 166,941,824 Common Stock (1,520 transactions) Putnam Investments (3) George Putnam Fund 28,740,106 (354 transactions) Putnam Investments (3) George Putnam Fund 13,296,357 (586 transactions) Putnam Investments (3) Putnam Voyager Fund 10,538,067 (310 transactions) Putnam Investments (3) Putnam Voyager Fund 4,277,608 (412 transactions) Putnam Investments (3) Putnam New Opportunity Fund 14,524,912 (326 transactions) Putnam Investments (3) Putnam New Opportunity Fund 7,915,564 (466 transactions) Putnam Investments (3) Putnam S&P 500 Fund 34,743,767 (367 transactions) Putnam Investments (3) Putnam S&P 500 Fund 19,742,254 (631 transactions) Putnam Investments (3) Putnam Low Volatility Fund 6,171,628 (249 transactions) Putnam Investments (3) Putnam Low Volatility Fund 3,519,185 (404 transactions) Putnam Investments (3) Putnam Money Market Fund 34,230,716 (544 transactions) Putnam Investments (3) Putnam Money Market Fund 25,110,039 (468 transactions)
Unocal Savings Plan Item 27(d) - Schedule of Reportable Transactions (1) December 31, 1997
(a) (b) (e) (f) (g) (h) (i) Description of Assets Expense Current Value (including Interest Rate and Lease Incurred With Cost of Asset on Net Gain Identity of Party Involved Maturity in case of a Loan) Rental Transaction of Asset Transaction Date Or (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ Unocal Corporation (2) Unocal Corporation 48,839,261 48,839,261 Common Stock (377 transactions) Unocal Corporation (2) Unocal Corporation 96,296,967 166,941,824 70,644,857 Common Stock (1,520 transactions) Putnam Investments (3) George Putnam Fund 28,740,106 26,740,106 (354 transactions) Putnam Investments (3) George Putnam Fund 12,192,234 13,296,357 1,104,123 (586 transactions) Putnam Investments (3) Putnam Voyager Fund 10,538,067 10,538,067 (310 transactions) Putnam Investments (3) Putnam Voyager Fund 4,058,002 4,277,608 219,606 (412 transactions) Putnam Investments (3) Putnam New Opportunity Fund 14,524,912 14,524,912 (326 transactions) Putnam Investments (3) Putnam New Opportunity Fund 7,498,961 7,915,564 416,603 (466 transactions) Putnam Investments (3) Putnam S&P 500 Fund 34,743,767 34,743,767 (367 transactions) Putnam Investments (3) Putnam S&P 500 Fund 15,559,753 19,742,254 4,182,501 (631 transactions) Putnam Investments (3) Putnam Low Volatility Fund 6,171,628 6,171,828 (249 transactions) Putnam Investments (3) Putnam Low Volatility Fund 3,404,433 3,519,185 114,752 (404 transactions) Putnam Investments (3) Putnam Money Market Fund 34,230,716 34,230,716 (544 transactions) Putnam Investments (3) Putnam Money Market Fund 25,110,039 25,110,039 2 (468 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 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. (3) Trustee for the Plan and, therefore, a party-in-interest for which a statutory exemption exists.
14 UNOCAL CORPORATION EXHIBIT INDEX Exhibit 23 Consent of Coopers & Lybrand L.L.P. 15 EX-23 2 CONSENT OF COOPERS & LYBRAND LLP EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Unocal Corporation on Form S-8 (No. 33-65461) of our report, dated June 26, 1998, on our audits of the financial statements and supplemental schedules of the Unocal Savings Plan as of December 31, 1997 and 1996 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 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----