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
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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:
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
<FN>
* Supplemental schedules required by the Employee Retirement Income Security Act
of 1974 that are omitted are not applicable to the Unocal Savings Plan.
</FN>
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
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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.
-2-
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
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Total contributions 34,936,304 39,838,398
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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
<FN>
(a) Includes both participant and nonparticipant-directed amounts.
</FN>
-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
==================
<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>
-11-
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)
<FN>
(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.
</FN>
-12-
UNOCAL CORPORATION
EXHIBIT INDEX
Exhibit 23 Consent of PricewaterhouseCoopers LLP
-13-